Invitation to the Extraordinary Trust Unitholders' Meeting Of

(Translation)

18 May 2018

Re: Invitation to the Extraordinary Trust Unitholders’ Meeting of WHA Premium Growth Freehold and Leasehold Real Estate Investment Trust No. 2/2018

To: Trust Unitholders of WHA Premium Growth Freehold and Leasehold Real Estate Investment Trust

Enclosure: 1. Minutes of the Annual General Meeting for the year 2018 of Trust Unitholders of WHA Premium Growth Freehold and Leasehold Real Estate Investment Trust 2. Information on Immovable Properties of WHART’s Fourth Additional Investment 3. Summary of Asset Appraisal Report of the Independent Appraisers 4. Information Memorandum on WHART’s Acquisition of Assets and Related Party Transactions (Persons Related to the REIT Manager) 5. Information Memorandum on WHART’s Related Party Transactions (Persons Related to the Trustee) 6. Capital Increase Report Form 7. Objectives and Rationale for the Capital Increase and Allotment of the Additional Trust Units Issued and Offered for Sale 8. Forecasting Report on Profit and Loss Statement and Profit Allocation Under Annual Assumption from 1 January to 31 December 2019 9. Opinion Report of the Independent Financial Advisor on Acquisition of Assets and Related Party Transaction 10. Trustee’s Opinion 11. Clarification on Procedures of Meeting Registration, Meeting Attendance and Empowerment of Proxies 12. Proxy Forms 13. Information on Independent Directors of WHA Real Estate Management Co., Ltd. for Trust Unitholders’ Proxy

14. Map of the Meeting Venue 15. List of Trust Unitholders WHA Property Management Co., Ltd. (the “Company”), in its capacity of the REIT Manager of WHA Premium Growth Freehold and Leasehold Real Estate Investment Trust (“WHART”) deems it appropriate to hold the Extraordinary Trust Unitholders’ Meeting of WHA Premium Growth Freehold and Leasehold Real Estate Investment Trust No. 2/2018 on 14 June 2018 at 14.00 hrs., at the Grand Fortune Room, 3rd Floor, The Grand Mercure Bangkok Fortune Hotel, 1 Ratchadaphisek Road, Dindaeng, Bangkok 10400, the registration for trust unitholders will start at 12.00 hrs., as per the Map of the Meeting Venue appeared in Enclosure 14, in order to consider the following 8 Agendas:

Agenda 1 To consider and certify the minutes of the previous meeting The Annual General Meeting for the year 2018 of Trust Unitholders of WHART on 23 April 2018 started at 10.00 hrs. at the Grand Fortune Room, 3rd Floor, The Grand Mercure Bangkok Fortune Hotel, 1 Ratchadaphisek Road, Dindaeng, Bangkok, having number of trust unitholders attending the meeting in person and by proxy of 167 trust unitholders, representing 779,856,389 trust units, equivalent to 39.7080 percent of the total trust units of WHART issued and sold. Details of the resolution of each agenda are as follows:

Agenda 1 To adopt the Minutes of the previous meeting

Agenda 2 To report on WHART overall operation of year 2017

Agenda 3 To report on financial statement of WHART for accounting year 2017

Agenda 4 To report on appointment of auditors of WHART for accounting year 2018

The said Minutes of the Annual General Meeting for the year 2018 of Trust Unitholders of WHART are in accordance with those disclosed with the Stock Exchange of Thailand on 4 May 2018. A copy of the said Minutes are as appeared in Enclosure 1.

Agenda 2, Agenda 3, Agenda 5 (please consider the conditions in Agenda 4 and Agenda 5), Agenda 6 and Agenda 7 to be proposed for approval in the Extraordinary Trust Unitholders’ Meeting of WHART No. 2/2018 are related and conditional upon each other. If any of Agenda 2, Agenda 3, Agenda 5 (please consider the conditions in Agenda 4 and Agenda 5), Agenda 6 and Agenda 7 has not been approved by the Extraordinary Trust Unitholders’ Meeting of WHART No. 2/2018, the other agendas which have been previously approved shall be deemed to be canceled and will not be proposed to the Extraordinary Trust Unitholders’ Meeting of WHART No. 2/2018 for consideration.

Agenda 2 To consider and approve the investment in the freehold, leasehold and sub-leasehold rights of immovable properties and other related assets of the Additional Investment Assets The Company considered and deemed it appropriate for trust unitholders to consider and approve the additional investment of WHART by acquiring freehold, leasehold and sub-leasehold rights of lands and freehold and leasehold rights of warehouses, factories and offices located on such lands, as well as the investment in other assets which are component parts of the said lands and buildings, tools, equipment, internal system of the buildings and other assets which are relevant, relating and necessary to the use of such lands, warehouses, factories and offices. The assets in which WHART will additionally invest at this time (the “Additional Investment Assets”) include freehold, leasehold and sub- leasehold rights of immovable properties owned by WHA Corporation Public Company Limited (“WHA”), Central WHA Alliance Company Limited (“Central WHA Alliance”), WHA KPN Alliance Company Limited (“WHA KPN Alliance”) and WHA Venture Holdings Company Limited (“WHAVH”) (collectively referred to as the “Asset Owners”). The details are as set out below:

Details of (1) WHA Mega Logistics Center (Rama 2 Km. 35 Phase 1), located at Additional Bangkajao Subdistrict, Mueang Samut Sakhon District, Samut Investment Sakhon Assets 1.1 Leasehold right of a part of land represented by 1 title deed (title deed No. 134435), for an approximate leased area of 17 rai 1 ngan 50 square wah1 from WHA, with a lease term of 30 years commencing from the date that WHART will additionally invest in the asset, together with WHA’s promise to renew the lease for another 30-year term to WHART.

1.2 Leasehold right in warehouse, factory and office building in WHA Mega Logistics Center (Rama 2 Km. 35 Phase 1) in the amount of 1 building, with an approximate leasable area of 14,084 square meters, and approximate leasable rooftop area of 9,100 square meters, and an approximate leasable car park area of 4,858 square meters, including

1 The said land area is a part of the total land area as appeared in the title deed. Currently, this land parcel is under the process of cadastral surveying.

other structures and properties which are the component parts of the land and building, from WHA, with a lease term of 30 years commencing from the date that WHART will additionally invest in the asset, together with WHA’s promise to renew the lease for another 30-year term to WHART.

1.3 Ownership of tools, equipment, and utility systems of the building and other properties relating to, in connection with, and necessary for the use of the land and warehouse, factory and office building of WHA Mega Logistics Center (Rama 2 Km. 35 Phase 1).

Remarks:

(1) At present, although the area of the warehouse, factory and office building of WHA Mega Logistics Center (Rama 2 Km. 35 Phase 1) has been fully occupied by a lessee, however, in the case where on the date that WHART will additionally invest in the asset, the area of the warehouse, factory and office building is not fully occupied by the lessee, WHART will request WHA to pay 3 years rent to WHART for the unoccupied lease area of the warehouse, factory and office building for the period of 3 years from the date that WHART will additionally invest in the asset or until there is a lessee during that period. The terms are in accordance with the Undertaking Agreement that WHART will enter into with WHA.

(2) Currently, the leasable rooftop area is not occupied by a lessee. In this regards, if on the date that WHART will additionally invest in the asset, the leasable rooftop area is still not occupied by a lessee, WHART will request WHA to pay the rent to WHART for the unoccupied leasable rooftop area for a period of 25 years from the date that WHART will additionally invest in the asset, or until there is a lessee during that period. The terms are in accordance with the Undertaking Agreement that WHART will enter into with WHA. In this regard, during such payment of rent period by WHA, WHART shall give first right to WHA and/or persons related to WHA to lease the leasable rooftop area before any third party for a period of no less

than 25 years from the date that WHART will additionally invest in the asset, and such rental rate shall not be less than the rental rate that WHA currently pays to WHART and equal to or not less than the rental rate proposed by any third party to WHART (if any) (the “Right to Lease Rooftop Area”).

In case when WHA and/or persons related to WHA has exercised the Right to Lease Rooftop Area accordingly to the aforementioned conditions on lease terms and rental rate, WHA shall be released from the obligations to pay rent to WHART under the conditions of the Undertaking Agreement to be entered into by WHART and WHA.

(3) The additional investment in WHA Mega Logistics Center (Rama 2 Km. 35 Phase 1) will be executed through agreements as follows, including any other relevant agreements: 1) A properties lease agreement (land, warehouse, factory and office building, including other structures) with WHA (the owner of land, building, including other structures); 2) A utility system, tools and equipment sale and purchase agreement with WHA (the owner of other properties in the said project); and 3) Mortgage Agreement with WHA (to accept mortgage on properties as collateral for the additional 30-year lease).

Additional details relating to the value of the properties to be invested by WHART in WHA Mega Logistics Center (Rama 2 Km. 35 Phase 1) will be as provided in the trust unitholders’ meeting invitation letter, filing for the offering of trust units and the prospectus for the offering of trust units for the investment in the additional assets No. 4 by WHART.

(2) Central WHA Mega Logistics Center (Wangnoi 63), located at Bo Ta Lo Subdistrict and Lam Ta Sao Subdistrict, Wangnoi District, Phra Nakhon Si Ayutthaya2

2.1 Ownership of land represented by 3 title deeds (title deeds No. 30434, 45496 and 45497), with the land area according to the title deeds of 96 rai 1 ngan 44 square wah3.

2.2 Ownership of warehouse and office building in Central WHA Mega Logistics Center (Wangnoi 63) in the amount of 1 building, with an approximate leasable area of 86,223.61 square meters.

2.3 Ownership of structures and other properties which are the component parts of the land and building, tools, equipment, and utility systems of the building and other properties relating to, in connection with, and necessary for the use of the land and warehouse and office building of Central WHA Mega Logistics Center (Wangnoi 63).

Remarks:

The additional investment in Central WHA Mega Logistics Center (Wangnoi 63) will be executed through agreements as follows, including any other relevant agreements:

1) A land, building and structures sale and purchase agreement with Central WHA Alliance (who is the owner of such land and building

2 Subject to the approval from the Office of the SEC and/or relevant authority, after the investment date and when Central WHA Alliance will develop the land owned by Central WHA Alliance locating near the land in which WHART will invest, WHART may register servitude right over certain part of land that WHART will invest in (Servient Property) to be used as walkway, road, drainage and for electricity, water, telephone, other utilities, and installation of name sign and advertising sign for the benefit of the land owned by Central WHA Alliance locating near the land that WHART will invest in (Dominant Property) at the expense of Central WHA Alliance. Nevertheless, in case WHART does not receive the approval from the Office of the SEC and/or relevant authority in registering the said servitude right, WHART may grant Central WHA Alliance and/or group companies of Central WHA Alliance the right to use certain part of land that WHART will invest in as walkway, road, drainage and for electricity, water, telephone, other utilities, and installation of name sign and advertising sign. The terms are in accordance with the Land, Building and Structures Sale and Purchase Agreement that WHART will enter into with Central WHA Alliance (who is the asset owner). 3 This land parcel is under the process of cadastral surveying.

and structures); and 2) A utility system, tools and equipment sale and purchase agreement with Central WHA Alliance (the owner of other properties in the said project).

Additional details relating to the value of the properties to be invested by WHART in Central WHA Mega Logistics Center (Wangnoi 63) will be as provided in the trust unitholders’ meeting invitation letter, filing for the offering of trust units and the prospectus for the offering of trust units for the investment in the additional assets No. 4 by WHART. (3) WHA KPN Mega Logistics Center (Bangna-Trad Km. 23). located at Bang Sao Thong Subdistrict, Bang Sao Thong District, Samut Prakan

3.1 Leasehold right of land represented by 1 title deed (title deed No. 21946) and leasehold right of a part of land represented by 3 title deeds (title deeds No. 5731, 21943 and 21944), for an approximate total leased area of 43 rai 3 ngan4, with a sublease term ending on 2 January 2044 or approximately 25 years from the date that WHART will additionally invest in the asset5.

3.2 Leasehold right in warehouse and office buildings in WHA KPN Mega Logistics Center (Bangna-Trad Km. 23) in the amount of 2 buildings (divided into 1 building as Building A (comprising of 3 compartments) and 1 building as Building B), with an approximate total leasable area of 39,607 square meters, and approximate total leasable rooftop area of 26,112 square meters, including other structures and properties which are the component parts of the land and buildings, with a lease term ending on 2 January 2044 or approximately 25 years from the date that WHART will additionally invest in the asset5.

3.3 Ownership of tools, equipment, and utility systems of the

4 This land parcel is under the process of cadastral surveying. 5 WHART expects to invest in the additional assets within 1 January 2019.

building and other properties relating to, in connection with, and necessary for the use of the land and warehouse and office buildings of WHA KPN Mega Logistics Center (Bangna-Trad Km. 23).

Remarks:

(1) WHART will invest in WHA KPN Mega Logistics Center (Bangna- Trad Km. 23) under the condition that Top View Business Company Limited (as land owner of land to be additionally invested by WHART at this time), KPN Land Company Limited (as holder of leasehold right in such land from Top View Business Company Limited) and WHA KPN Alliance (as holder of the sub-leasehold right in such land from KPN Land Company Limited) agree to transfer rights and obligations pursuant to Principal Lease Agreement (between Top View Business Company Limited and KPN Land Company Limited) or Sub-Lease Agreement (between KPN Land Company Limited and WHA KPN Alliance) (as the case may be) only to the extent of land portion to be additionally invested by WHART at this time, to WHART for the remaining lease period (Step- in), in case where KPN Land Company Limited or WHA KPN Alliance fails to comply with such lease agreements. The terms will be in accordance with the negotiation between WHART, Top View Business Company Limited, KPN Land Company Limited and WHA KPN Alliance under relevant agreements.

(2) Currently, the areas of warehouse and office buildings of WHA KPN Mega Logistics Center (Bangna-Trad Km. 23) are not entirely leased to tenants. In this regard, WHART will request WHA or WHA KPN Alliance (who is the asset owner) to pay rent to WHART for the area of the warehouse and office buildings that have not been leased to tenants for a period of 3 years from the date that WHART will additionally invest in the asset or until there is a lessee during that period. The terms are in accordance with the Undertaking Agreement that WHART will enter into with WHA and WHA KPN Alliance (who is the asset owner).

(3) WHART will request WHA and WHA KPN Alliance to pay rent to

WHART for the warehouse building No. A3/2 in WHA KPN Mega Logistics Center (Bangna-Trad Km. 23) which currently has Yusen Logistic (Thailand) Co., Ltd. as a tenant (whereby the lease agreement will expire on 15 July 2019) with condition that; in case when such lease agreement expires and the tenant does not renew the lease agreement or it is under the negotiation period to renew such lease agreement but the tenant does not pay rent, WHA or WHA KPN Alliance will pay rent to WHART for the period after such expiration date of lease agreement until there is a tenant or until the tenant pay rent (as the case may be) but shall not exceed 31 December 2019. The terms are in accordance with the Undertaking Agreement that WHART will enter into with WHA and WHA KPN Alliance (who is the asset owner).

(4) Currently, the leasable rooftop area is not occupied by a lessee. In this regards, if on the date that WHART will additionally invest in the asset, the leasable rooftop area is still not occupied by a lessee, WHART will request WHA or WHA KPN Alliance to pay the rent to WHART for the unoccupied leasable rooftop area for a period of 25 years from the date that WHART will additionally invest in the asset, or until there is a lessee during that period. Either party may pay the rent for the other party during such time so that such other party is released from the obligation to pay the rent. The terms are in accordance with the Undertaking Agreement that WHART will enter into with WHA and WHA KPN Alliance. In this regard, during such payment of rent period by WHA, WHART shall give first right to WHA or WHA KPN Alliance and/or persons related to WHA to lease the leasable rooftop area before any third party for a period of no less than 25 years from the date that WHART will additionally invest in the asset, and such rental rate shall not be less than the rental rate that WHA or WHA KPN Alliance currently pays to WHART and equal to or not less than the rental rate proposed by any third party to WHART (if any) (the “Right to Lease Rooftop Area”).

In case when WHA or WHA KPN Alliance and/or persons related to WHA has exercised the Right to Lease Rooftop Area accordingly to the aforementioned conditions on lease terms and rental rate, WHA

and WHA KPN Alliance shall be released from the obligations to pay rent to WHART under the conditions of the Undertaking Agreement to be entered into by WHART, WHA and WHA KPN Alliance. Additionally, WHA or WHA KPN Alliance and/or persons related to WHA will have the right to transfer the Right to Lease Rooftop Area and relevant obligations to persons related to WHA.

(5) The additional investment in WHA KPN Mega Logistics Center (Bangna-Trad Km. 23) will be executed through agreements as follows, including any other relevant agreements:

1) A land sublease agreement with WHA KPN Alliance (who is the holder of the sub-leasehold right from KPN Land Company Limited); 2) A warehouse and office buildings lease agreement with WHA KPN Alliance (who is the owner of the buildings and other structures in the said project); and 3) A utility system, tools and equipment sale and purchase agreement with WHA KPN Alliance (the owner of other properties in the said project).

Additional details relating to the value of the properties to be invested by WHART in WHA KPN Mega Logistics Center (Bangna- Trad Km. 23) will be as provided in the trust unitholders’ meeting invitation letter, filing for the offering of trust units and the prospectus for the offering of trust units for the investment in the additional assets No. 4 by WHART. (4) DSG HSIL, located at Bualoy Subdistrict, Nong Khae District, Saraburi

4.1 Ownership of land represented by 1 title deed (title deed No. 36360), with the land area according to the title deed of 15 rai6.

4.2 Ownership of warehouse, factory and office building in DSG HSIL in the amount of 1 building, with an approximate

6 This land parcel is under the process of cadastral surveying.

leasable area of 16,620 square meters, and approximate leasable car park area of 8,964 square meters.

4.3 Ownership of structures and other properties which are the component parts of the land and building, tools, equipment, and utility systems of the building and other properties relating to, in connection with, and necessary for the use of the land and warehouse, factory and office building of DSG HSIL.

Remarks:

(1) At present, although the area of the warehouse, factory and office building of DSG HSIL has been fully occupied by the lessee, however, in the case where on the date that WHART will additionally invest in the asset, the area of the warehouse, factory and office building is not fully occupied by a lessee, WHART will request WHA and WHAVH (who is the asset owner) to pay 3 years rent to WHART for the unoccupied lease area of the warehouse, factory and office building for the period of 3 years from the date that WHART will additionally invest in the asset or until there is a lessee during that period. The terms are in accordance with the Undertaking Agreement that WHART will enter into with WHA and WHAVH (who is the asset owner).

(2) The additional investment in DSG HSIL will be executed through a land, building and structures, including utility system, tools and equipment sale and purchase agreement with WHAVH (who is the owner of such land and building and structures and other properties in the said project), including any other relevant agreements.

Additional details relating to the value of the properties to be invested by WHART in DSG HSIL will be as provided in the trust unitholders’ meeting invitation letter, filing for the offering of trust units and the prospectus for the offering of trust units for the investment in the additional assets No. 4 by WHART.

The details of the Additional Investment Assets in accordance with item 1. to item 4. above can be summarized as follows:

Total land area 172 rai 1 ngan 94.00 square wah (only the portion to be invested in by WHART)

Total leasable building area of approximately 156,534.61 square meters the portion to be invested in by WHART

Total leasable car parking area of approximately 13,822.00 square meters the portion to be invested in by WHART

Total leasable rooftop area approximately 35,212.00 square meters of the portion to be invested in by WHART

Additional details are appeared in Enclosure 2 and the details of the assets specified in the filing for the offering of trust units and the prospectus for the offering of trust units for the investment in the additional assets No. 4 by WHART will be deemed as the details of the Additional Investment Assets.

Prior to the said additional investment of the Additional Investment Assets, the Company has appointed 2 independent appraisers, namely SouthEast Asia International Company Limited and Grand Asset Advisory Company Limited to appraise the value of the Additional Investment Assets based on the Income Approach method as per the following details:

Appraisal Value (Baht) Project Name SouthEast Asia Grand Asset Lowest Appraisal International Advisory Company Value Company Limited 1 Limited 2 WHA Mega Logistics Center (Rama 2 656,300,000 735,000,000 656,300,000 Km. 35 Phase 1) Central WHA Mega Logistics Center 2,234,000,000 2,198,000,000 2,198,000,000 (Wangnoi 63) WHA KPN Mega Logistics Center 835,600,000 863,000,000 835,600,000 (Bangna-Trad Km. 23) DSG HSIL 450,000,000 462,000,000 450,000,000

Appraisal Value (Baht) Project Name SouthEast Asia Grand Asset Lowest Appraisal International Advisory Company Value Company Limited 1 Limited 2 Total 4,175,900,000 4,258,000,000 4,139,900,000 Remarks: 1 Immoveable properties appraised price by SouthEast Asia International Company Limited pursuant to the immoveable properties appraisal report dated 26 April 2018 by (price as at 1 January 2019, the expected investment date of WHART in the Additional Investment Assets will be 1 January 2019). 2 Immoveable properties appraised price by Grand Asset Advisory Company Limited pursuant to the immoveable properties appraisal report dated 26 April 2018 by (price as at 1 January 2019, the expected investment date of WHART in the Additional Investment Assets will be 1 January 2019).

Details of appraisal value of the assets of each project in which WHART will additionally invest are appeared in Enclosure 3.

The investment in the Additional Investment Assets by WHART shall be no more than Baht 4,464,500,000 (payable on the date that WHART will invest in the Additional Investment Assets) which includes the rent, the land and structures purchase price, the purchase price of tools, equipment, and utility system in the buildings, and other relevant assets purchase price (exclusive of value added tax, registration fees, specific business tax, other relevant fees and expenses), and for WHA Mega Logistics Center (Rama 2 Km. 35 Phase 1), WHART will have the right to extend the lease period for another 30-year term having the rent for the extended lease period in the amount of Baht 50,000,000 (payable on the date of extension of the lease, which is exclusive of value added tax, registration fees, specific business tax, other relevant fees and expenses). The price that WHART will invest in the Additional Investment Assets in the amount of Baht 4,464,500 is a price that is not higher than the lowest total appraisal value obtained from the appraisal report no more than 10 percent. The Summary of Asset Appraisal Report of the Independent Appraisers for each project in which WHART will additionally invest is appeared in Enclosure 3.

Details of the Forecasting Report on Profit and Loss Statement and Profit Allocation under the Assumption (Pro-forma) are appeared in Enclosure 8.

The aforementioned investment price for the Additional Investment Assets shall be in accordance with the amount of capital increase of WHART raised from the issuance and offering for sale of additional trust units, loan, and security deposits for rent and service fees, the details of which are to be further described in Agenda 3.

Moreover, the Company intends to appoint WHA Corporation Public Company Limited (“WHA”), being one of the major trust unitholders of WHART and the property manager for the assets in which WHART currently invest, to be the property manager for the Additional Investment Assets.

In this regards, WHART’s investment in the Additional Investment Assets will be under the following conditions:

(1) The Asset Owners are approved by the board of directors’ meeting and/or shareholders’ meeting (if necessary) of the Asset Owners to sell, rent out or sublet the said assets (as the case may be) to WHART and had prepared the said Additional Investment Assets to be ready for WHART’s investment.

(2) There are no unresolved issues from legal due diligence, the registration of revocation of business security had been done and the redemption of mortgages on lands and buildings mortgaged with bank or financial institution had been done. In case there is any unresolved legal issue or any issue which cannot be carried out, the Company will disclose such risk in the filing for the offering of trust units and the prospectus for the offering of trust units for the investment in the additional assets No. 4 by WHART.

(3) The Trustee had certified that the process of capital increase of WHART is in accordance with the Trust Deed as well as related laws, rules and other regulations; and

(4) WHART is approved by the trust unitholders’ meeting and the Office of the Securities and Exchange Commission (the “Office of the SEC”) to proceed with WHART’s capital increase, to take on loan, and to perform other relating acts for the investment in the said Additional Investment Assets, including the connected transaction of WHART.

In this regard, the Company hereby requests for trust unitholders’ approval of the investment in the Additional Investment Assets as per details prescribed above and to authorize the Company and/or the Trustee to act as follows:

1) To determine additional investment method, asset details, method of asset appraisal as well as the appropriate price for this Additional Investment Assets and to appoint WHA as the property manager for the Additional Investment Assets.

2) To negotiate, prepare, sign, deliver and/or amend any agreement or commitment indicating purchasing, leasing or subleasing and investing in immovable properties, agreement to sale and to purchase of asset and/or asset sale and purchase agreement and/or asset lease agreement and/or asset sublease agreement and/or mortgage agreement (to accept mortgage of asset) and/or rooftop lease agreement and/or undertaking agreement and/or any related agreement in relation to the investment in the Additional Investment Assets and other related assets and the procurement of benefit for the Additional Investment Assets and/or agreements and/or any related documents upon approval of trust unitholders of WHART and the Office of the SEC for WHART to invest in the Additional Investment Assets, including to correspond with the Office of the SEC, The Stock Exchange of Thailand, government agencies or organization or any persons for such performance, etc.

3) To enter into a new property manager appointment agreement or to amend the former property manager appointment agreement to be in accordance with WHART’s investment in the Additional Investment Assets.

4) To perform any necessary or relating acts to the above to complete such performances successfully, including to appoint and/or to remove sub-authorized persons for the abovementioned performances under 1), 2) and 3) to complete such performances successfully; and

5) To exercise discretion to invest or withhold from investing in asset of certain project or invest or withhold from investing in certain part of assets of the Additional Investment Assets and/or to set forth, modify any method and/or condition of investment, if it appears that, any condition or result from negotiation with the asset owner and/or person who has a right in the asset that WHART will invest in or result from legal due diligence, indicates that WHART’s investment in such assets will not generate overall benefit to WHART and/or trust unitholders, or will cause unnecessary obligation to WHART. In this regard, benefits of WHART and trust unitholders will be deemed the utmost priority.

In this regard, once WHART received trust unitholders’ approval, the Company will request for approval for the capital increase from the Office of the SEC thereafter.

Opinion of the Company

It is appropriate that trust unitholders approve the additional investment in the Additional Investment Assets because the Company expects that this additional investment of assets which have potential to produce income, which will increase WHART’s benefits from opportunities to increase WHART’s stability of income from rent. Additionally, this additional investment helps to mitigate risks of profit procurement from immovable properties, as well as to increase diversity of income source, which will be beneficial to WHART and trust unitholders.

The Company views that such transaction is in accordance with the Trust Deed and related laws, and this additional investment in assets is for the utmost interest of WHART as per the aforementioned rationale.

Furthermore, in determining the final investment price of the Additional Investment Assets in which WHART will additionally invest from the Asset Owners, WHART will refer to the appraised value of the assets as assessed by independent appraisers approved by the Office of the SEC, and taking into account other relevant factors. The Company is of the opinion that the investment value of the Additional Investment Assets which is determined to be in the amount of no more than Baht 4,464,500,000 (exclusive of value added tax, registration fees, specific business tax, other relevant fees and expenses), and for WHA Mega Logistics Center (Rama 2 Km. 35 Phase 1), WHART will have the right to extend the lease period for another 30-year term having the rent for the extended lease period in the amount of Baht 50,000,000 (payable on the date of extension of the lease, which is exclusive of value added tax, registration fees, specific business tax, other relevant fees and expenses), which is a price that is not higher than the lowest total appraisal value obtained from the appraisal report no more than 10 percent, is a reasonable price and is a fair and appropriate rate.

Moreover, the Company deems it appropriate to appoint WHA to act as the property manager for this Additional Investment Assets due to WHA’s experience and expertise in management of warehouses and the ability to tend to and service existing tenants, including to continuously and efficiently manage assets for WHART. In this regard, since WHA is its own property manager, which have the same type of property as the assets in which WHART will invest, the Company will set forth conflict of interest preventive measures of WHA’s property management under the same guidelines as per the establishment of WHART as prescribed in the Undertaking Agreement for establishment of WHART. In this regard, details will be in accordance with those disclosed in filing for the

16 offering of trust units and the prospectus for the offering of trust units for the investment in the additional assets No. 4 by WHART.

For compensation of the property manager, to consider rationality of the rate of property management fee to be collected by WHA from WHART, the Company had compared compensation rate of immovable property management fee to be collected by WHA from WHART with compensation of property management fee of other property fund and Real Estate Investment Trust, and current compensation of property management fee of WHART’s assets, and the Company views that such compensation is fair and reasonable. WHA is also the owner and manager of the Additional Investment Assets from the beginning and is one of the proprietors in Thailand who has experience and expertise in warehouse management, distribution center and factory building, as well as expertise in administration and management, and has a team of experienced and efficient staff for various fields. Therefore, WHA is deemed a proficient and experienced property manager as well as has familiarity with assets that WHARTs will additionally invest in. Thus, the appointment of WHA to act as property manager of the Additional Investment Assets is a transaction for the utmost interest of WHART.

Accordingly, to facilitate smooth performance, it is appropriate that trust unitholders approve grant of authorization to the Company and/or the Trustee to act as presented above. Upon grant of trust unitholders’ approval to WHART, the Company will request for approval for the capital increase from the Office of the SEC thereafter.

Voting

The entering into the transaction above of WHART is considered as a transaction with a party related to the REIT Manager of a value greater than Baht 20,000,000 or exceeding 3 percent of the net asset value of WHART, whichever value is higher. Such entering into the transaction of WHART requires approval from the trust unitholders’ meeting of WHART by a vote of not less than three-fourth of all votes of trust unitholders attending the meeting and having the right to vote.

Provided that the counting of such votes of all trust unitholders having the right to vote, the Company will not include the votes from the trust unitholders with a special interest in the investment in properties, leasehold right or sub-leasehold right in properties or owners, lessees, sub-lessees or grantors of rights in properties in which WHART will make an additional investment, including their associated persons.

The trust unitholders who have special interest in this matter and may not vote in this agenda (as of the date of determination of the list of trust unitholders eligible to attend the Extraordinary Trust Unitholders’ Meeting of WHART No. 2/2018 (Record Date) on 16 May 2018) are specified in the List of Trust Unitholders as appeared in Enclosure 15.

In this regard, as WHA is the Company’s major shareholder and a major shareholder in Central WHA Alliance, WHA KPN Alliance and WHAVH, this investment in the Additonal Investment Assets from the Asset Owners is a related party transaction made with a person related to the Company. Thus, the Information Memorandum on WHART’s Acquisition of Assets and Related Party Transactions (Persons Related to the REIT Manager) is appeared in Enclosure 4, and the Opinion Report of the Independent Financial Advisor on Acquisition of Assets and Related Party Transaction is appeared in Enclosure 9 for your consideration. The Company had carefully reviewed the information in the Information Memorandum on WHART’s Acquisition of Assets and Related Party Transactions (Persons Related to the REIT Manager) and certifies that the information contained in the Information Memorandum on WHART’s Acquisition of Assets and Related Party Transactions (Persons Related to the REIT Manager) is not false and does not mislead in a material respect.

Conditions for entering into the transaction

The voting in this Agenda 2 is related to Agenda 3, Agenda 5 (please consider the conditions in Agenda 4 and Agenda 5), Agenda 6 and Agenda 7. In the case that the Extraordinary Trust Unitholders’ Meeting approve the entering into the transactions in this agenda, the Company shall be able to enter into the transaction in this agenda only if the Extraordinary Trust Unitholders’ Meeting has approved the entering into all transactions in Agenda 3, Agenda 5 (please consider the conditions in Agenda 4 and Agenda 5), Agenda 6 and Agenda 7.

Agenda 3 To consider and approve the third capital increase of WHART through the issuance and offer for sale of approximately not exceeding 299,180,000 new trust units for the investment in freehold, leasehold and sub-leasehold rights of immovable properties and other related assets in addition to the assets currently held by WHART, and the method for determining the price of the trust units to be issued and offered for sale of the third capital increase The investment in the Additional Investment Assets by WHART shall be no more than Baht 4,464,500,000 (payable on the date that WHART will invest in the Additional Investment Assets) which includes the rent, the land and structures purchase price, the purchase price of tools, equipment, and utility system in the buildings, and other relevant

18 assets purchase price (exclusive of value added tax, registration fees, specific business tax, other relevant fees and expenses), and for WHA Mega Logistics Center (Rama 2 Km. 35 Phase 1), WHART will have the right to extend the lease period for another 30-year term having the rent for the extended lease period in the amount of Baht 50,000,000 (payable on the date of extension of the lease, which is exclusive of value added tax, registration fees, specific business tax, other relevant fees and expenses). The capital used for the investment in Additional Investment Assets by WHART will be obtained from three sources: (1) funds from the capital increase of WHART through the issuance and offer for sale of additional trust units, (2) funds from loans, and (3) security deposits for rent and service fees from the Additional Investment Assets. The capital structure used for the investment in Additional Investment Assets by WHART will take into account the appropriate debt-to- equity ratio and the capital of WHART and the prevailing conditions of the capital and debt markets. For the capital structure, the Company deems it appropriate to use the proceeds received from the capital increase of WHART through the issuance and offer for sale of additional trust units of up to approximately not exceeding 299,180,000 additional trust units.

The method for the offer for sale of trust units in WHART at this time will be an offer for sale through lead underwriters and underwriters. The price of the trust units to be offered for sale at this time will be determined with reference to the appraised value of the assets, as assessed by independent appraisers approved by the Office of the SEC, and taking into account other relevant factors, including: (1) conditions of the capital and financial markets during the offer for sale of the trust units, (2) the appropriate rate of return for investors, (3) the commerciality of the assets, (4) interest rates, both domestically and on the global market, (5) the rate of return on investments in equity instruments, debt instruments, and other investment options, and (6) results from the survey of institutional investors (Bookbuilding) (the information of the capital, number of additional trust units and offering price of trust units to be issued and offered for sale for the third capital increase shall be as set out in the prospectus for offering of additional trust units). Objective of the capital increase will be for investment in additional freehold, leasehold and sub-leasehold as per the detail set out in Agenda 2 and procure profits from the said immovable properties to produce revenue and returns to WHART as well as produce dividend for trust unitholders. Additionally, as WHART gains additional trust units, WHART will enlarge the size of WHART and attract more investors. The Company expects that it will increase the trading liquidity for the trust units in the secondary market. WHART will also be able to increase the diversification of risk in the procurement of benefits from additional immovable properties, in addition to the immovable properties that WHART currently invests in.

In this regard, as specified by the Trust Deed, the Company has duties and responsibilities to operate and manage WHART in accordance with securities laws, including duty and responsibility of investing WHART’s capital in immovable properties or other assets, as well as to gain profit, purchase, lease, transfer leasehold and sell. Thus, the Company views as appropriate to use the security deposits under lease agreement and service agreement as capital for investment in the Additional Investment Assets. The Company finds that use of such security deposits for investment in the Additional Investment Assets will help increase WHART efficiency of money management structure by lowering the cost of investment in the Additional Investment Assets which expects to help gaining higher returns for trust unitholders. For this investment in additional immovable properties, the Company intends to proceed for WHART to use security deposits for rent and service fees which will be received by WHART from tenants at the amount approximately Baht 45,000,000 for the investment in the Additional Investment Assets. However, the Company will take into account liquidity risk management of WHART.

The Company reserves the right to stipulate any rule or condition such as fixing of deposit amount for rent and service fee to be used as capital, specification of project which WHART will use the security deposits under lease agreement and service agreement as capital, including to appoint and/or remove sub-authorized person for the above to complete such performance successfully. Nonetheless, WHART and trust unitholders’ interest will be deemed the utmost priority. Details of use of rent and service fee security deposits as capital for investment in additional immovable properties will be set out in filing for the offering of trust units and the prospectus for the offering of trust units for the investment in the additional assets No. 4 by WHART.

Therefore, the Company hereby request for trust unitholders to approve capital increase of WHART by issuing and offering additional trust units of WHART in the amount not exceeding 299,180,000 trust units. Combining trust units from the capital increase of WHART and current trust units of 1,963,977,172 trust units will cause WHART to have total trust units not exceeding 2,263,157,172 trust units. WHART will use rent and service fee security deposits for additional investment in immovable properties at the amount approximately Baht 45,000,000. The Company also requests for trust unitholders’ approval of pricing method of this additionally issued and offered trust units. The resolution of trust unitholders’ meeting in this matter will be valid for 1 year from the date that the trust unitholders passed the resolution as proposed in all respects, including to authorize the Company and/or the Trustee to:

1) Prescribe method of capital increase of WHART by issuing and offering additional trust units, including prescribe amount of trust units to be offered, price of offered trust units and amount of security deposit for rent and service fees of the Additional Investment Assets to be used as investment capital for the Additional Investment Assets in accordance with the guidelines set out above.

2) Communicate with the Office of the SEC, The Stock Exchange of Thailand, government agencies, government organizations or any persons for capital increase of WHART by issuing and offering additional trust units.

3) Perform any necessary or relating act to the above to complete the said performance successfully, including appointing and/or removing sub-authorized person for the above to complete the said performance successfully.

In this regard, details of the Capital Increase Report Form and the Objectives and Rationale for the Capital Increase and Allotment of the Additional Trust Units Issued and Offered for Sale are appeared in Enclosure 6 and 7 for your consideration.

Opinion of the Company

It is appropriate that trust unitholders approve the capital increase of WHART for the additional investment in the Additional Investment Assets as proposed in all respects because the Company estimated that this additional investment in immovable properties will, not only create investment opportunity in assets with future potential to enhance variety of source of income as mentioned above, but also create WHART opportunity to expand additional investment in assets under management of WHA, an affiliate in WHA GROUP Companies, which operates business of real estate development of warehouses and factories into international standardized distribution center, to enhance the growth of WHART’s income in the future. The resolution of trust unitholders’ meeting in this matter will be valid for 1 year from the date that the trust unitholders passed the resolution as proposed in all respects, including to authorize the Company and/or the Trustee to act as presented above. In this regard, once WHART received trust unitholders’ approval, the Company will request for approval for the capital increase from the Office of the SEC thereafter.

Voting

The entering into the aforementioned transaction of WHART is deemed to be considered as the capital increase which is not specified in advance in the Trust Deed. As a result, such entering into the transaction of WHART requires approval from the trust

unitholders’ meeting of WHART by a vote of not less than three-fourth of all votes of trust unitholders attending the meeting and having the right to vote.

The trust unitholders who have special interest in this matter and may not vote in this agenda (as of the date of determination of the list of trust unitholders eligible to attend the Extraordinary Trust Unitholders’ Meeting of WHART No. 2/2018 (Record Date) on 16 May 2018 are specified in the List of Trust Unitholders as appeared in Enclosure 15.

Conditions for entering into the transaction

The voting in this Agenda 3 is related to Agenda 2, Agenda 5 (please consider the conditions in Agenda 4 and Agenda 5), Agenda 6 and Agenda 7. In the case that the Extraordinary Trust Unitholders’ Meeting approve the entering into the transactions in this agenda, the Company shall be able to enter into the transaction in this agenda only if the Extraordinary Trust Unitholders’ Meeting has approved the entering into all transactions in Agenda 2, Agenda 5 (please consider the conditions in Agenda 4 and Agenda 5), Agenda 6 and Agenda 7.

Agenda 4, Agenda 5.1, and Agenda 5.2 to be proposed for approval in the Extraordinary Trust Unitholders’ Meeting of WHART No. 2/2018 is related and conditional upon each other.

In case Agenda 4 has been approved by the Extraordinary Trust Unitholders’ Meeting of WHART No. 2/2018, the Company will present Agenda 5.1 to the Extraordinary Trust Unitholders’ Meeting of WHART No. 2/2018 for consideration without presenting Agenda 5.2 to the Extraordinary Trust Unitholders’ Meeting of WHART No. 2/2018 for consideration.

However, in case Agenda 4 has not been approved by the Extraordinary Trust Unitholders’ Meeting of WHART No. 2/2018, the Company will not present Agenda 5.1 to the Extraordinary Trust Unitholders’ Meeting of WHART No. 2/2018 for consideraion but shall present Agenda 5.2 to the Extraordinary Trust Unitholders’ Meeting of WHART No. 2/2018 for consideration.

Agenda 4 To consider and approve the offering for sale parts of trust units to WHA and/or WHA’s associated persons The Company will offer for sale parts of trust units in the amount of not exceeding 15 percent of all additional trust units to be issued and offered for sale in this capital invrease to specific investors which are WHA and/or WHA’s associated persons. The offering and allocation method for additional trust units of the third capital increase and the listing of trust units on the Stock Exchange of Thailand shall be as proposed for consideration in Agenda 5.

In this regards, the Company proposes the trust untiholders to consider and approve the offering for sale parts of trust units to the specific investors which are WHA and/or WHA’s associated persons. The resolution for the matters in this agenda shall be effective for a period of 1 year from the date that the trust unitholders passed the resolution as proposed in all respects.

Opinion of the Company

The trust unitholders shall consider and approve the offering for sale parts of trust units to the specific investors which are WHA and/or WHA’s associated persons, since the offering for sale of trust units in this part will build confidence in investment to other trust unitholders as well as maintain the trust unitholding portion of WHA and/or WHA’s associated persons to be in compliance with the loan agreements with the banks and/or the undertaking agreement. The resolution for the matters in this agenda shall be effective for a period of 1 year from the date that the trust unitholders passed the resolution as proposed in all respects.

Voting

The offering for sale parts of trust units to the specific investors which are WHA and/or WHA’s associated persons, having combined with the size of the transaction of the investment in the Additional Investment Assets in Agenda 2 will be considered as related party transaction between WHART and the party related to the REIT Manager, with a value equivalent to or greater than Baht 20,000,000 and exceeding 3 percent of the net asset value of WHART. The entering into such transaction of WHART requires approval from the trust unitholders’ meeting of WHART by a vote of not less than three-fourth of all votes of trust unitholders attending the meeting and having the right to vote, and such transaction is considered as the offering for sale of parts of trust units to the specific investors, which is subject to the Trust Deed and the Notification of the Office of the Securities and Exchange

Commission No. SorRor. 26/2555 Re: Provisions relating to Particulars, Terms and Conditions in a Trust Instrument of Real Estate Investment Trust which specify that there must not be the dissenting vote of more than 10 percent of all trust units of the trust unitholders attending the meeting and having the right to vote.

The trust unitholders who have special interest in this matter and may not vote in this agenda (as of the date of determination of the list of trust unitholders eligible to attend the Extraordinary Trust Unitholders’ Meeting of WHART No. 2/2018 (Record Date) on 16 May 2018 are specified in the List of Trust Unitholders as appeared in Enclosure 15.

Thus, the Information Memorandum on WHART’s Acquisition of Assets and Related Party Transactions (Persons Related to the REIT Manager) is appeared in Enclosure 4, and the Opinion Report of the Independent Financial Advisor on Acquisition of Assets and Related Party Transaction is appeared in Enclosure 9 for your consideration.

Conditions for entering into the transaction

The voting in this Agenda 4 is related to Agenda 2, Agenda 3, Agenda 5 (please consider the conditions in Agenda 4 and Agenda 5), Agenda 6 and Agenda 7. In the case that the Extraordinary Trust Unitholders’ Meeting approve the entering into the transactions in this agenda, the Company shall be able to enter into the transaction in this agenda only if the Extraordinary Trust Unitholders’ Meeting has approved the entering into all transactions in Agenda 2, Agenda 3, Agenda 5 (please consider the conditions in Agenda 4 and Agenda 5), Agenda 6 and Agenda 7.

However, the dissenting vote for the offering for sale parts of trust units to the specific investors which are WHA and/or WHA’s associated persons in this agenda will not affect the approval in Agenda 2, Agenda 3, Agenda 6 and Agenda 7.

Agenda 5 To consider and approve the offering and allocation method for the additional trust units to be issued and offered for sale and the listing of the trust units as listed securities on the Stock Exchange of Thailand for the third capital increase In accordance with the capital increase and offering for sale parts of trust units to the specific investors which are WHA and/or WHA’s associated persons as stated in item

Agenda 3 and Agenda 4 above, there are two options of the offering and allocation method for additional trust units to be proposed to the trust unitholders for consideration as follows:

. In case Agenda 4 has been approved by the Extraordinary Trust Unitholders’ Meeting of WHART No. 2/2018, the Company will present Agenda 5.1 to the Extraordinary Trust Unitholders’ Meeting of WHART No. 2/2018 for consideration without presenting Agenda 5.2 to the Extraordinary Trust Unitholders’ Meeting of WHART No. 2/2018 for consideration.

. In case Agenda 4 has not been approved by the Extraordinary Trust Unitholders’ Meeting of WHART No. 2/2018, the Company will not present Agenda 5.1 to the Extraordinary Trust Unitholders’ Meeting of WHART No. 2/2018 for consideration but shall present Agenda 5.2 to the Extraordinary Trust Unitholders’ Meeting of WHART No. 2/2018 for consideration.

The details shall be as follows:

5.1 Option 1: The offer for sale and allocation method for the additional trust units in the third capital increase and the listing of the trust units as listed securities on the Stock Exchange of Thailand in case there is the offering for sale parts of trust units to WHA and/or WHA’s associated persons

First Portion To allocate not less than 50 percent of all trust units issued and offered for sale at this time to the existing trust unitholders whose names appear in the register book of the trust unitholders (Rights Offering) or to the specific group of general public who are existing trust unitholders whose names appear in the register book of the trust unitholders (Preferential Offering). The existing trust unitholders may declare their intention to subscribe for the amount of new trust units they are entitled to be allotted, more than the amount they are entitled to be allotted, or less than the amount they are entitled to be allotted, or they may waive their rights to subscribe for additional trust units offered for sale at this time.

After the allotment of trust units in the First Portion to existing trust unitholders based on their entitlement, the Company shall allocate the remaining trust units to the existing trust unitholders who have declared their intention to subscribe to trust units in excess of the amount they are entitled to, as it deems appropriate, at the same time or after the allocation of trust units in the Third Portion.

In the event the allotment according to the prescribed ratio results in any existing trust unitholders having the right to subscribe for a fraction of a trust unit that cannot be

25 allotted as a full trust unit, such a fraction of a trust unit shall be rounded down to the nearest whole number.

Second Portion To allocate the additional trust units to WHA and/or WHA’s associated persons. The number of trust units to be allocated to WHA and/or WHA’s associated persons, when combined with the First Portion, shall not exceed 15 percent of all trust units to be issued and offered for sale at this capital increase. (The details are as approved in Agenda 4).

Third Portion To allocate the outstanding additional trust units after the offering for sale in the First Portion and the Second Portion to: (1) persons on a private placement basis (Private Placement) including institutional investors and specific investors, who are not the existing trust unitholders of WHART according to the notifications of the Office of the SEC, and are not connected persons of the owners of the immovable property according to the relevant notifications of the Securities and Exchange Commission, and/or (2) the general public (Public Offering), as it deems appropriate, according to the Notification of the Capital Market Supervisory Board No. Tor Thor. 27/2559 Re: Rules, Conditions, and Procedures for Securities Underwriting, and other related notifications.

In the event that there are trust units outstanding after the offering for sale through a Private Placement and/or Public Offering, the Company reserves the right, as it deems appropriate, to allot the remaining trust units to the subscribers who are entitled to subscribe for the additional trust units in the First Portion and have declared their intention to subscribe to trust units in excess of the amount they are entitled to, at the same time or after the allocation of trust units in the Third Portion, as it deems appropriate.

The details of the trust units appearing in the filing for the offering of trust units and the prospectus for the offering of trust units for the investment in the additional assets No. 4 are to be considered indicative of the number of trust units to be allotted for sale to each type of investor.

In any event, such allotment by the Company shall not cause any investor or group of persons to become unitholders holding more than 50 percent of the total number of trust units in WHART issued and sold.

In this respect, the Company shall file an application with the Stock Exchange of Thailand for its approval to list the additional trust units in WHART as listed securities within 45 days from the closing date of the offer for sale of the trust units.

In this regards, the Company proposes the trust unitholders to consider and approve the offering and allocation method for the additional trust units to be issued and offered for sale in this capital increase and the listing of the trust units as listed securities on the Stock Exchange of Thailand. The resolution for the matters in this agenda shall be effective for a period of 1 year from the date that the trust unitholders passed the resolution as proposed in all respect. The Company also proposes the trust unitholders to authorize the Company and/or the Trustee to:

1) Consider the the date of determination of the list of the existing trust unitholders eligible to subscribe for the trust units to be offered for sale by way of offering for sale to the existing trust unitholders.

2) Determine other details of the offering, and the allotment of the additional trust units, including but not limited to, the number of trust units to be issued and offered for sale, structure of the final offering, subscription period, allotment method, offering method, subscription ratio, offering ratio, offering price, condition and subscription method, including other conditions and other details related to the offering, and the allotment of additional trust units to be issued and offered for sale to the existing trust unitholders of WHART, and the allotment method in case the existing trust unitholders subscribe to trust units in excess of the amount they are entitled to, including offering and allotment of the outstanding trust units from public offering to other investors, and to have its discretion to consider allotting or denying the allotment of the additional trust units to any trust unitholders, or any investors, or trust unitholders who are American, Canadian, Japanese or any nationality other than Thai if such offering or allotment of the additional trust units does not comply with the regulation related to offering and allotment of trust unit enforced in Thailand or country of the trust unitholder’s nationality, or causing unreasonable burden and operation expenses.

3) Determine the period for offering for sale of additional trust units to be issued and offered for sale at this time and file an application with the Stock Exchange of Thailand for its approval to list the additional trust units as listed securities on the Stock Exchange of Thailand.

4) Negotiate, enter into, prepare, amend and execute the agreement and documents related to the offering for sale and the allotment of additional trust units to be issued and offered for sale, including appoint lead underwriters and underwriters for performing such acts.

5) Prepare, execute and file applications for approval or relaxation, including other necessary documents related to the offering for sale, the allotment, and listing of the additional trust units to be issued and offered for sale as listed securities on the Stock Exchange of Thailand to relevant governmental agencies and perform any other acts necessary and appropriate in order to carry out the actions as mentioned above until its complete; and

6) Perform any other acts necessary for or related to the above purposes in all respects so as to ensure a success in the aforementioned acts, including the appointment and/or removal of the sub-authorized person for the aforementioned acts above for the purpose of achieving the said matter until its completion.

Opinion of the Company

The trust unitholders shall consider and approve the offering and allocation method for the additional trust units to be issued and offered for sale in this capital increase and the listing of the trust units as listed securities on the Stock Exchange of Thailand so as to be consistent with Agenda 4. The resolution for the matters in this agenda shall be effective for a period of 1 year from the date that the trust unitholders passed the resolution as proposed in all respect. The Company also proposes the trust unitholders to authorize the Company and/or the Trustee to perform the acts as proposed above. In this regard, once WHART received trust unitholders’ approval, the Company will request for approval for the capital increase from the Office of the SEC thereafter.

Voting

The allotment of the additional trust units in the Second Portion, having combined with the size of the transaction of the investment in the Additional Investment Assets in Agenda 2 will be considered as related party transaction between WHART and the party related to the REIT Manager, with a value equivalent to or greater than Baht 20,000,000 and exceeding 3 percent of the net asset value of WHART. The entering into such transaction of WHART requires approval from the trust unitholders’ meeting of WHART by a vote of not less than three-fourth of all votes of trust unitholders attending the meeting and having the right to vote, and such transaction is considered as the offering for sale of parts of trust units to the specific investors, which is subject to the Trust Deed and the Notification of the Office of the Securities and Exchange Commission No. SorRor. 26/2555 Re: Provisions relating to Particulars, Terms and Conditions in a Trust Instrument of Real Estate Investment Trust

which specify that there must not be the dissenting vote of more than 10 percent of all trust units of the trust unitholders attending the meeting and having the right to vote.

The trust unitholders who have special interest in this matter and may not vote in this agenda (as of the date of determination of the list of trust unitholders eligible to attend the Extraordinary Trust Unitholders’ Meeting of WHART No. 2/2018 (Record Date) on 16 May 2018 are specified in the List of Trust Unitholders as appeared in Enclosure 15.

Conditions for entering into the transaction

The voting in this Agenda 5.1 is related to Agenda 2, Agenda 3, Agenda 4, Agenda 6 and Agenda 7. In the case that the Extraordinary Trust Unitholders’ Meeting approve the entering into the transactions in this agenda, the Company shall be able to enter into the transaction in this agenda only if the Extraordinary Trust Unitholders’ Meeting has approved the entering into all transactions in Agenda 2, Agenda 3, Agenda 4, Agenda 6 and Agenda 7.

However, the dissenting vote for the offering and allocation method for the additional trust units to be issued and offered for sale in the third capital increase and the listing of the trust units as listed securities on the Stock Exchange of Thailand in the case of the offering for sale parts of trust units to the specific investors which are WHA and/or WHA’s associated persons in this agenda will not affect the approval in Agenda 2, Agenda 3, Agenda 6 and Agenda 7.

5.2 Option 2: The offer for sale and allocation method for the additional trust units in the third capital increase and the listing of the trust units as listed securities on the Stock Exchange of Thailand in case there is no offering for sale parts of trust units to WHA and/or WHA’s associated persons

29 intention to subscribe for the amount of new trust units they are entitled to be allotted, more than the amount they are entitled to be allotted, or less than the amount they are entitled to be allotted, or they may waive their rights to subscribe for additional trust units offered for sale at this time.

In the event the allotment according to the prescribed ratio results in any existing trust unitholders having the right to subscribe for a fraction of a trust unit that cannot be allotted as a full trust unit, such a fraction of a trust unit shall be rounded down to the nearest whole number.

Second Portion To allocate the outstanding additional trust units after the offering for sale in the First Portion to: (1) persons on a private placement basis (Private Placement) including institutional investors and specific investors, who are not the existing trust unitholders of WHART according to the notifications of the Office of the SEC, and are not connected persons of the owners of the immovable property according to the relevant notifications of the Securities and Exchange Commission, and/or (2) the general public (Public Offering), as it deems appropriate, according to the Notification of the Capital Market Supervisory Board No. Tor Thor. 27/2559 Re: Rules, Conditions, and Procedures for Securities Underwriting, and other related notifications.

Opinion of the Company

The trust unitholders shall consider and approve the offering and allocation method for the additional trust units to be issued and offered for sale in this capital increase and the listing of the trust units as listed securities on the Stock Exchange of Thailand. The resolution for the matters in this agenda shall be effective for a period of 1 year from the date that the trust unitholders passed the resolution as proposed in all respect. The Company also proposes the trust unitholders to authorize the Company and/or the Trustee to perform the acts as proposed above. In this regard, once WHART received trust unitholders’ approval, the Company will request for approval for the capital increase from the Office of the SEC thereafter.

Voting

The entering into the transaction requires approval from the trust unitholders’ meeting of WHART by a vote of not less than majority vote which is more than one-half of all

votes of trust unitholders attending the meeting and having the right to vote. However, there is no trust unitholder who has special interest in this agenda.

Conditions for entering into the transaction

The voting in this Agenda 5.2 is related to Agenda 2, Agenda 3, Agenda 6 and Agenda 7. In the case that the Extraordinary Trust Unitholders’ Meeting approve the entering into the transactions in this agenda, the Company shall be able to enter into the transaction in this agenda only if the Extraordinary Trust Unitholders’ Meeting has approved the entering into all transactions in Agenda 2, Agenda 3, Agenda 6 and Agenda 7.

Agenda 6 To consider and approve the entering into long term and/or short term loan agreements of up to total loan amount of approximately not exceeding Baht 1,780,000,000 for the investment in freehold, leasehold and sub-leasehold rights of immovable properties and other related assets, in addition to the assets currently held by WHART, and for the working capital of WHART In consequence of Agenda 2 in relation to the capital structure for WHART’s investment in the Additional Investment Assets in the amount of no more than Baht 4,464,500,000 (payable on the date that WHART will invest in the Additional Investment Assets) which includes the rent, the land and structures purchase price, the purchase price of tools, equipment, and utility system in the buildings, and other relevant assets purchase price (exclusive of value added tax, registration fees, specific business tax, other relevant fees and expenses), and for WHA Mega Logistics Center (Rama 2 Km. 35 Phase 1), WHART will have the right to extend the lease period for another 30-year term having the rent for the extended lease period in the amount of Baht 50,000,000 (payable on the date of extension of the lease, which is exclusive of value added tax, registration fees, specific business tax, other relevant fees and expenses).

The Company considered it appropriate to propose the trust unitholders to approve WHART to obtain a loan from single or multiple domestic commercial bank(s), including any other financial institution(s) or any other institutional lender(s) capavle of lending to the Real Estate Investment Trust (“REIT”) such as life insurance company and non-life insurance company whereby the lender(s) may be person related to the Trustee of WHART in a total long term and/or short term loan amount of approximately not exceeding Baht 1,780,000,000 to be used for the investment in the Additional Investment Assets and the working capital of WHART. Upon combining with loans under WHART’s existing loan agreements and debentures, the amount of WHART’s debt will still be in accordance with relevant regulations which specify that the REIT may procure a loan in the amount of not

33 exceeding 35 percent of the total asset value or not exceeding 60 percent of the total asset value of the REIT in case the REIT has the latest rating level in the investment grade, which is determined by a credit rating agency approved by the Office of the SEC not more than 1 year before the date of applying for the loan (WHART is rated in the level of investment grade at level A as at 8 March 2018).

The Company reserves the right to stipulate any rules or condition to the loan, including to make any transaction relating to such loan by considering the utmost benefit of WHART and trust unitholders, i.e., money amount, interest rate, loan term, period of payment, negotiation, entering into, signing, delivering any documents relating to the loan, including to appoint and/or remove sub-authorized person for the above to complete such performance successfully. Details of the loan are set out in the filing for the offering of trust units and the prospectus for the offering of trust units for the investment in the additional assets No. 4 by WHART.

The Company hereby presents for trust unitholders’ approval of the said loan by fixing the amount of long term and/or short term loan in the amount of approximately not exceeding Baht 1,780,000,000 and authorize the Company and/or the Trustee to act as follows:

1) To consider and set forth other details, rules or conditions of the loan such as amount of loan, interest rate, loan term, payment period, promise, maintaining of WHART’s proportion as agreed with the lenders which is not prescribed by the trust unitholders’ meeting and is not inconsistent with or contradictory to the resolution of the trust unitholders’ meeting and/or in accordance with the order or suggestion from the Office of the SEC and/or the Stock Exchange of Thailand and/or other relevant authorities, including to correspond with the Office of the SEC, The Stock Exchange of Thailand, government agencies or organization or any persons for such performance, etc.

2) To negotiate, prepare, sign, deliver and/or amend the loan agreement or other agreement and commitment relating to the loan of WHART, to deliver any documents relating to the loan and to make any transaction relating to the loan by considering the utmost benefit of WHART and trust unitholders, including to appoint and/or remove sub-authorized person for the above to complete the performance successfully.

3) To enter into loan agreement and other agreements related to the loan between WHART and the Person Related to the Trustee (if any).

4) To perform any other acts necessary for or related to the above purposes in all respects so as to ensure a success in the aforementioned acts, including the appointment and/or removal of sub-authorized person to perform the acts in 1) and/or 2) and/or 3) above to complete the performance successfully.

Opinion of the Company

The Company considers it appropriate to propose the trust unitholders to approve the lending to be used for the investment in the Additional Investment Assets and the working capital of WHART in a total long term and/or short term loan amount of approximately not exceeding Baht 1,780,000,000 with the lender(s) who may be person related to the Trustee of WHART, including to authorize the Company and/or the Trustee to stipulate rules or other conditions for the lending as well as negotiate, execute, deliver and/or amend any document related to the lending and conduct any related transaction for the purpose of achieving the said lending until its completion.

Voting

The entering into the transaction requires approval from the trust unitholders’ meeting of WHART by a vote of not less than majority vote which is more than one-half of all votes of trust unitholders attending the meeting and having the right to vote. This transaction may be deemed as a conflict of interest of WHART, therefore, the resolution of the trust unitholders’ meeting must not have the dissenting votes of more than one-fourth of all trust units sold.

Provided that the counting of such votes of all trust unitholders having the right to vote, the Company will exclude the votes from trust unitholders who are Persons Related to the Trustee.

The trust unitholders who have special interest in this matter and may not vote in this agenda (as of the date of determination of the list of trust unitholders eligible to attend the Extraordinary Trust Unitholders’ Meeting of WHART No. 2/2018 (Record Date) on 16 May 2018 are specified in the List of Trust Unitholders as appeared in Enclosure 15.

The said loan may be a loan from financial institution(s) which may be Person Related to the Trustee of WHART, thus the Information Memorandum on WHART’s Related

Party Transactions (Persons Related to the Trustee) is appeared in Enclosure 5, and the Opinion Report of the Independent Financial Advisor on Acquisition of Assets and Related Party Transaction is appeared in Enclosure 9 for your consideration. The Company had carefully reviewed the information in the Information Memorandum on WHART’s Related Party Transactions (Persons Related to the Trustee) and certifies that the information contained in the Information Memorandum on WHART’s Related Party Transactions (Persons Related to the Trustee) is not false and does not mislead in a material respect.

Conditions for entering into the transaction

The voting in this Agenda 6 is related to Agenda 2, Agenda 3, Agenda 5 (please consider the conditions in Agenda 4 and Agenda 5) and Agenda 7. In the case that the Extraordinary Trust Unitholders’ Meeting approve the entering into the transactions in this agenda, the Company shall be able to enter into the transaction in this agenda only if the Extraordinary Trust Unitholders’ Meeting has approved the entering into all transactions in Agenda 2, Agenda 3, Agenda 5 (please consider the conditions in Agenda 4 and Agenda 5) and Agenda 7.

However, the dissenting vote for the lending from Persons Related to the Trustee in this agenda will not affect the approval in Agenda 2, Agenda 3, Agenda 5 (please consider the conditions in Agenda 4 and Agenda 5) and Agenda 7.

Agenda 7 To consider and approve the amendments of WHART’s Trust Deed, including the entry and/or the amendments to other agreements relating to the operation of WHART and seek for benefits from the immovable properties in order to be line with the investment in the Additional Investment Assets The Company considered it appropriate to propose the trust unitholders to approve the amendment to the Trust Deed, including entering into and/or amending any agreements relating to operation of WHART and profit procurement from immovable properties to be in accordance with the investment in the Additional Investment Assets and/or update details and other information related to the Additional Investment Assets by adding the details of the Additional Investment Assets in the form of an attachment to the Trust Deed of WHART. Nonetheless, the said amendment is not an amendment to material terms that affects any right of trust unitholders.

Details of the Additional Investment Assets are appeared in Enclosure 2 and the details of the assets specified in the filing for the offering of trust units and the prospectus

36 for the offering of trust units for the investment in the additional assets No. 4 by WHART will be deemed as the details of the list of additional assets in the Trust Deed of WHART.

Opinion of the Company

It is appropriate that trust unitholders approve the amendment to the Trust Deed, including entering into and/or amending any agreements relating to the operation of WHART and profit procurement from immovable properties to be in accordance with the investment in the Additional Investment Assets at this time.

Voting

This agenda requires approval from the trust unitholders’ meeting by a vote of not less than majority vote which is more than one-half of all votes of trust unitholders attending the meeting and having the right to vote.

Provided that the counting of such votes of all trust unitholders having the right to vote, the Company will exclude the votes from trust unitholders who are Persons Related to the REIT Manager.

The trust unitholders who have special interest in this matter and may not vote in this agenda (as of the date of determination of the list of trust unitholders eligible to attend the Extraordinary Trust Unitholders’ Meeting of WHART No. 2/2018 (Record Date) on 16 May 2018 are specified in the List of Trust Unitholders as appeared in Enclosure 15.

Conditions for entering into the transaction

The voting in this Agenda 7 is related to Agenda 2, Agenda 3, Agenda 5 (please consider the conditions in Agenda 4 and Agenda 5) and Agenda 6. In the case that the Extraordinary Trust Unitholders’ Meeting approve the entering into the transactions in this agenda, the Company shall be able to enter into the transaction in this agenda only if the Extraordinary Trust Unitholders’ Meeting has approved the entering into all transactions in Agenda 2, Agenda 3, Agenda 5 (please consider the conditions in Agenda 4 and Agenda 5) and Agenda 6.

Agenda 8 Other matters (if any)

The trust unitholders are hereby invited to attend the meeting on the date and at the time and place specified in this invitation. The trust unitholders are required to consider the Clarification on Procedures of Meeting Registration, Meeting Attendance and Empowerment of Proxies, the details of which appear in Enclosure 11. The trust unitholders who are unable to attend the meeting and wish to give proxy to attend the meeting and vote on their behalf in this meeting, please complete and execute the Proxy Form in Enclosure 12. The trust unitholders may give proxy to the Independent Director of the Company: Mr. Rattachai Teeratanawat to attend the meeting and vote on their behalf in this meeting. The Information on Independent Directors of WHA Real Estate Management Co., Ltd. for Trust Unitholders’ Proxy is appeared in Enclosure 13.

To ensure convenience and promptness of the registration of attendance, for the trust unitholders who are unable to attend the meeting and wish to give proxy to attend the meeting and vote on their behalf, please have your proxies bring documents and evidences as specified in Enclosure 12 to deliver to the registration officer at the meeting date.

Yours respectfully,

(Mr. Piyapong Pinthuprapa) Director WHA Real Estate Management Company Limited REIT Manager of WHA Premium Growth Freehold and Leasehold Real Estate Investment Trust

Enclosure 2

(Translation) Information on Immovable Properties of WHART’s Fourth Additional Investment

WHART intends to raising funds to invest in additional immovable properties by acquiring freehold and sub- leasehold rights of lands and freehold and leasehold rights of warehouses, factories and offices located on such lands, including to invest in other assets which are component parts of the lands, buildings, equipment, systems, and any assets relevant and necessary for the use of the lands and warehouses, factories and offices. The assets in which WHART will additionally invest at this time include freehold, leasehold and sub- leasehold rights of additional investment assets owned by WHA Corporation Public Company Limited (“WHA”), Central WHA Alliance Company Limited (“Central WHA Alliance”), WHA KPN Alliance Company Limited (“WHA KPN Alliance”) and WHA Venture Holdings Company Limited (“WHAVH”) (collectively referred to as the “Asset Owners”). Details of additional investments will be as follows:

1. General Information on Additional Investment Assets

Immovable properties in which WHART will additionally invest at this time are 4 projects of warehouse factory and office for rental. The total leasable building area of approximately 156,534.61 square meters, total leasable car park area of approximately 13,822.00 square meters and total leasable rooftop area of approximately 35,212.00 square meters on a land title deeds totaling 172 rai 1 ngan 94.00 square wah, consisting of:

(1) WHA Mega Logistics Center (Rama 2 Km. 35 Phase 1) consistings of investment in the leasehold right of land and warehouse, factory and office building and other assets which are component parts of the land and building, located at Bangkajao Subdistrict, Mueang Samut Sakhon District, Samut Sakhon

(2) Central WHA Mega Logistics Center (Wangnoi 63) consistings of investment in the freehold right of lands and warehouse and office building, and other assets which are the component parts of the lands and building, located at Bo Ta Lo Subdistrict and Lam Ta Sao Subdistrict, Wangnoi District, Phra Nakhon Si Ayutthaya

(3) WHA KPN Mega Logistics Center (Bangna-Trad Km. 23) consistings of investment in the sub- leasehold right of lands and leasehold right of warehouse and office buildings and other assets which are component parts of the lands and buildings, located at Bang Sao Thong Subdistrict, Bang Sao Thong District, Samut Prakan

(4) DSG HSIL consistings of investment in the freehold right of land and warehouse, factory and office building, and other assets which are the component parts of the land and building, located at Bualoy Subdistrict, Nong Khae District, Saraburi

In this regard, assets which WHART will invest under (1) to (4) are collectively referred to as the “Additional Investment Assets”.

Enclosure 2 Page 1

Enclosure 2

Such aforementioned projects which WHART will invest in this time are situated in a location with good potential for domestic and international logistics. They are situated on major routes for distributing and transporting goods to other regions and are not located far from Bangkok, making it convenient for travelling and transporting goods to other logistics centers. The type of warehouse buildings and/or factory and office buildings which WHART will invest in compromising the Built-to-Suit projects designed and developed to serve the specific demands of the customers, even if the customer is change, such buildings can be suitable adapted, and high standard Warehouse Farm projects compromising the Built-to-Suit Warehouse and Ready- Built Warehouse, to serve the demands of the current customers in expanding their leasable areas and to serve the demands of general customers interested in short-term rent and having potential in expanding their leasable area and might want Built-to-Suit project in the future (additional details are appeared in Enclousre 7 Objectives and Rationale for the Third Capital Increase and Allotment of the Third Additional Trust Units Issued and Offered for Sale). REIT Manager is confident that the assets in which WHART will make additional investments at this time will be able to maintain a full occupancy rate to constantly and continuously generate income in the future. In this regard, with recourse to searches in the land directory using the document base at competent land office, there is no expropriation and caution on the Additional Investment Assets and with recourse to searches in the case directory using the computer systems of competent courts, there is no litigation case in connection with Additional Investment Assets.

Enclosure 2 Page 2

Summary of the Details of the Additional Investment Assets Title Deed No. Project Location Land Area No. Project No. 1. WHA Mega 134435 Bangkajao Leased area is (a) Leasehold right of a part of land represented by 1 title deed from WHA, with a lease 14,084 (Warehouse Logistics Subdistrict, approximately term of 30 years commencing from the date that WHART will additionally invest in factory and office Center (Rama Mueang Samut 17-1-501 the asset, together with WHA’s promise to renew the lease for another 30-year term building) 2 Km. 35 Sakhon District, to WHART 9,100 (Rooftop) Phase 1) Samut Sakhon (b) Leasehold right in warehouse, factory and office building in the amount of 1 4,858 (Car Park) building, leasable rooftop area and leasable car park area, including other structures and properties which are the component parts of the land and building, from WHA, with a lease term of 30 years commencing from the date that WHART will additionally invest in the asset, together with WHA’s promise to renew the lease for another 30-year term to WHART (c) Ownership of tools, equipment, and utility systems of the building and other properties relating to, in connection with, and necessary for the use of the land and warehouse, factory and office building of WHA Mega Logistics Center (Rama 2 Km. 35 Phase 1).

1 The said land area is a part of the total land area as appeared in the title deed. Currently, this land parcel is under the process of cadastral surveying.

Encloser 2 Page 3

Title Deed No. Project Location Land Area No. Project No. 2. Central WHA 30434, Bo Ta Lo Land area (a) Ownership of land represented by 3 title deeds 86,223.61 Mega Logistics 45496 and Subdistrict and according to the (b) Ownership of warehouse and office building in the amount of 1 building (Warehouse and Center 45497 Lam Ta Sao title deeds is (c) Ownership of structures and other properties which are the component parts of the office building) (Wangnoi 63) 2 Subdistrict, 96-1-44 lands and building, tools, equipment, and utility systems of the building and other Wangnoi properties relating to, in connection with, and necessary for the use of the lands and District, Phra warehouse and office building of Central WHA Mega Logistics Center (Wangnoi Nakhon Si 63). Ayutthaya

3. WHA KPN 5731, Bang Sao Leased area is (a) Subleasehold right of land represented by 1 title deed and subleasehold right of a 39,607 (Warehouse Mega Logistics 21943, Thong approximately part of land represented by 3 title deeds, with a sublease term ending on 2 January and office buildings) Center 21944 and Subdistrict, 43-3-03 2044 or approximately 25 years from the date that WHART will additionally invest in 26,112 (Rooftop) (Bangna-Trad 4 21946 Bang Sao the asset Km. 23) Thong District, (b) Leasehold right in warehouse and office buildings in the amount of 2 buildings Samut Prakan (divided into 1 building as Building A (comprising of 3 compartments) and 1 building as Building B), and leasable rooftop area, including other structures and properties which are the component parts of the lands and buildings, with a lease term ending on 2 January 2044 or approximately 25 years from the date that WHART will additionally invest in the asset5 (c) Ownership of tools, equipment, and utility systems of the buildings and other properties relating to, in connection with, and necessary for the use of the lands and

2 WHART expects to invest in the additional assets within 1 January 2019. 3 The said land area is a part of the total land area as appeared in the title deed. Currently, this land parcel is under the process of cadastral surveying. 4 WHART expects to invest in the additional assets within 1 January 2019.

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Title Deed No. Project Location Land Area No. Project No. warehouse and office buildings of WHA KPN Mega Logistics Center (Bangna-Trad Km. 23).

4. DSG HSIL 36360 Bualoy Land area (a) Ownership of land represented by 1 title deed 16,620 (Warehouse Subdistrict, according to the (b) Ownership of warehouse, factory and office building in DSG HSIL in the amount of 1 factory and office Nong Khae title deed is building, and leasable car park area building) District, 15-0-05 (c) Ownership of structures and other properties which are the component parts of the 8,964 (Car Park) Saraburi land and building, tools, equipment, and utility systems of the building and other properties relating to, in connection with, and necessary for the use of the land and warehouse, factory and office building of DSG HSIL.

5 This land parcel is under the process of cadastral surveying.

Enclosure 2 Page 5

2. Characteristics of the Investment and the Details of the Additional Investment Assets WHART will make its investment in Additional Investment Asset by acquiring freehold, leasehold and sub-leasehold rights of lands and freehold and leasehold rights of warehouses, factories and offices located on such lands, as well as the investment in other assets which are component parts of the said lands and buildings, tools, equipment, internal system of the buildings and other assets which are relevant, relating and necessary to the use of such lands, warehouses, factories and offices. The assets in which WHART will additionally invest at this time include freehold, leasehold and sub-leasehold rights of immovable properties owned by the Asset Owners (details prescribed in above definition).

REIT Manager will consider on investment in Addtional Investment Assets, details as prescribed in item 1 of this attachment, whereby WHART will invest in the Additional Investment Assets at the amount not exceeding 4,464,500,000 Baht (exclusive of value added tax, registration fees, specific business tax, other relevant fees and expenses) and for WHA Mega Logistics Center (Rama 2 Km. 35 Phase 1), WHART will have the right to extend the lease period for another 30-year term having the rent for the extended lease period at the amount of Baht 50,000,000 (payable on the date of extension of the lease, which is exclusive of value added tax, registration fees, specific business tax, other relevant fees and expenses).

The details of characteristics of investment in the Additional Investment Assets of WHART will be as follows:

(1) WHA Mega Logistics Center (Rama 2 Km. 35 Phase 1), located at Bangkajao Subdistrict, Mueang Samut Sakhon District, Samut Sakhon

WHART will invest in

(1.1) Leasehold right of a part of land represented by 1 title deed (title deed No. 134435), for an approximate leased area of 17 rai 1 ngan 50 square wah6 from WHA, with a lease term of 30 years commencing from the date that WHART will additionally invest in the asset, together with WHA’s promise to renew the lease for another 30-year term to WHART

6 The said land area is a part of the total land area as appeared in the title deed. Currently, this land parcel is under the process of cadastral surveying.

Enclosure 2 Page 6

(1.2) Leasehold right in warehouse, factory and office building in WHA Mega Logistics Center (Rama 2 Km. 35 Phase 1) in the amount of 1 building, with an approximate leasable area of 14,084 square meters, and approximate leasable rooftop area of 9,100 square meters, and an approximate leasable car park area of 4,858 square meters, including other structures and properties which are the component parts of the land and building, from WHA, with a lease term of 30 years commencing from the date that WHART will additionally invest in the asset, together with WHA’s promise to renew the lease for another 30-year term to WHART (1.3) Ownership of tools, equipment, and utility systems of the building and other properties relating to, in connection with, and necessary for the use of the land and warehouse, factory and office building of WHA Mega Logistics Center (Rama 2 Km. 35 Phase 1).

The additional investment in WHA Mega Logistics Center (Rama 2 Km. 35 Phase 1) will be executed through agreements as follows, including any other relevant agreements:

(a) A properties lease agreement (land, warehouse, factory and office building, including other structures) with WHA (the owner of land, building, including other structures); (b) A utility system, tools and equipment sale and purchase agreement with WHA (the owner of other properties in the said project); and (c) Mortgage Agreement with WHA (to accept mortgage on properties as collateral for the additional 30-year lease).

Additional details relating to the value of the properties to be invested by WHART in WHA Mega Logistics Center (Rama 2 Km. 35 Phase 1) will be as provided in the filing for the offering of trust units and the prospectus for the offering of trust units for the investment in the additional assets No. 4 by WHART.

Details of additional investment assets in WHA Mega Logistics Center (Rama 2 Km. 35 Phase 1)

Subject Asset Details Owner of Land and Building WHA Location Bangkajao Subdistrict, Mueang Samut Sakhon District, Samut Sakhon

Enclosure 2 Page 7

Subject Asset Details Titile Deed No. 134435 (partial) Land Area Leased area is approximately17 rai 1 ngan 50 square wah. Leasable area Total leaseable area of building is approximately 14,084 square meters, total leaseable area of rooftop is approximately 9,100 square meters and total leaseable area of car park is approximately 4,858 square meters. Building (1) Warehouse factory and office building in the amount of 1 building (2) Other structures and properties which are the component parts of the land and building Tenant (a) Currently, the warehouse factory and office building area has an occupancy rate at 100.00 percent and rooftop area still has no tenant. (b) At present, although the area of the warehouse, factory and office building of WHA Mega Logistics Center (Rama 2 Km. 35 Phase 1) has been fully occupied by a lessee, however, in the case where on the date that WHART will additionally invest in the asset, the area of the warehouse, factory and office building is not fully occupied by the lessee, WHART will request WHA to pay 3 years rent to WHART for the unoccupied lease area of the warehouse, factory and office building for the period of 3 years from the date that WHART will additionally invest in the asset or until there is a lessee during that period. The terms are in accordance with the Undertaking Agreement that WHART will enter into with WHA. (c) Currently, the leasable rooftop area is not occupied by a lessee. In this regards, if on the date that WHART will additionally invest in the asset, the leasable rooftop area is still not occupied by a lessee, WHART will request WHA to pay the rent to WHART for the unoccupied leasable rooftop area for a period of 25 years from the date that WHART will additionally invest in the asset, or until there is a lessee during that period. The terms are in accordance with the Undertaking Agreement that WHART will enter into with WHA. In this regard, during such payment of rent period by WHA, WHART shall give first right to WHA and/or persons

Enclosure 2 Page 8

Subject Asset Details related to WHA to lease the leasable rooftop area before any third party for a period of no less than 25 years from the date that WHART will additionally invest in the asset, and such rental rate shall not be less than the rental rate that WHA currently pays to WHART and equal to or not less than the rental rate proposed by any third party to WHART (if any) (the “Right to Lease Rooftop Area”). (d) In case when WHA and/or persons related to WHA has exercised the Right to Lease Rooftop Area accordingly to the aforementioned conditions on lease terms and rental rate, WHA shall be released from the obligations to pay rent to WHART under the conditions of the Undertaking Agreement to be entered into by WHART and WHA.

Age of Building Age of the building: 3 years 3 months (as of 1 January 2019)

Summary of the details of the land on which WHA Mega Logistics Center (Rama 2 Km. 35 Phase 1) is located

Land Area Under Titile Deed Map Title Deed Land Area which WHART will Invest No. Parcel No. Owner of Freehold No. Sheet (Rai-Ngan-Square ( Rai-Ngan-Square Wa ) Wa) 1. 134435 238 6179 WHA 39-2-72.8 17-1-50.0 Total 39-2-72.8 17-1-50.0

Enclosure 2 Page 9

(2) Central WHA Mega Logistics Center (Wangnoi 63), located at Bo Ta Lo Subdistrict and Lam Ta Sao Subdistrict, Wangnoi District, Phra Nakhon Si Ayutthaya

WHART will invest in

(2.1) Ownership of land represented by 3 title deeds (title deeds No. 30434, 45496 and 45497), with the land area according to the title deeds of 96 rai 1 ngan 44 square wah7 (2.2) Ownership of warehouse and office building in Central WHA Mega Logistics Center (Wangnoi 63) in the amount of 1 building, with an approximate leasable area of 86,223.61 square meters. (2.3) Ownership of structures and other properties which are the component parts of the lands and building, tools, equipment, and utility systems of the building and other properties relating to, in connection with, and necessary for the use of the lands and warehouse and office building of Central WHA Mega Logistics Center (Wangnoi 63).

The additional investment in Central WHA Mega Logistics Center (Wangnoi 63) will be executed through agreements as follows, including any other relevant agreements:8

7 This land parcel is under the process of cadastral surveying. 8 Subject to the approval from the Office of the SEC and/or relevant authority, after the investment date and when Central WHA Alliance will develop the land owned by Central WHA Alliance locating near the land in which WHART will invest, WHART may register servitude right over certain part of land that WHART will invest in (Servient Property) to be used as walkway, road, drainage and for electricity, water, telephone, other utilities, and installation of name sign and advertising sign for the benefit of the land owned by Central WHA Alliance locating near the land that WHART will invest in (Dominant Property) at the expense of Central WHA Alliance. Nevertheless, in case WHART does not receive the approval from the Office of the SEC and/or relevant authority in registering the said servitude right, WHART may grant Central WHA Alliance and/or group companies of Central WHA Alliance the right to use certain part of land that WHART will invest in as walkway, road, drainage and for electricity, water, telephone, other utilities, and installation of name sign and advertising sign. The terms are in accordance with the Land, Building and Structures Sale and Purchase Agreement that WHART will enter into with Central WHA Alliance (who is the asset owner).

Enclosure 2 Page 10

(a) A land, building and structures sale and purchase agreement with Central WHA Alliance (who is the owner of such land and building and structures); and (b) A utility system, tools and equipment sale and purchase agreement with Central WHA Alliance (the owner of other properties in the said project).

Additional details relating to the value of the properties to be invested by WHART in Central WHA Mega Logistics Center (Wangnoi 63) will be as provided in the filing for the offering of trust units and the prospectus for the offering of trust units for the investment in the additional assets No. 4 by WHART.

Details of additional investment assets in Central WHA Mega Logistics Center (Wangnoi 63)

Subject Asset Details Owner of lands and building Central WHA Alliance Location Bo Ta Lo Subdistrict and Lam Ta Sao Subdistrict, Wangnoi District, Phra Nakhon Si Ayutthaya Title Deed No. 30434, 45496 and 45497 Land area Total land area according to the title deeds is 96 rai 1 ngan 44 square wah. Leasable area Total leaseable area of building is approximately 86,223.61 square meters. Building (1) Warehouse and office building in the amount of 1 building (2) Other structures and properties which are the component parts of the lands and building Tenant Currently, the warehouse and office building area has an occupancy rate at 100.00 percent Age of the building Building Phase 1; Age of the building: 4 years 2 months (as of 1 January 2019) Building Phase 2; Age of the building: 2 years 2 months

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Summary of the details of the land on which Central WHA Mega Logistics Center (Wangnoi 63) is located

Land Area Under Titile Deed Map Title Deed Land Area which WHART will Invest No. Parcel No. Owner of Freehold No. Sheet (Rai-Ngan-Square ( Rai-Ngan-Square Wa ) Wa) 1. 30434 211 135 Central WHA Alliance 84-1-90 84-1-90 2. 45496 46 3990 Central WHA Alliance 10-1-81 10-1-81 3. 45497 237 3991 Central WHA Alliance 1-1-73 1-1-73 Total 96-1-44 96-1-44

Enclosure 2 Page 12

(3) WHA KPN Mega Logistics Center (Bangna-Trad Km. 23). located at Bang Sao Thong Subdistrict, Bang Sao Thong District, Samut Prakan

WHART will invest in9

(3.1) Leasehold right of land represented by 1 title deed (title deed No. 21946) and leasehold right of a part of land represented by 3 title deeds (title deeds No. 5731, 21943 and 21944), for an approximate total leased area of 43 rai 3 ngan10, with a sublease term ending on 2 January 2044 or approximately 25 years from the date that WHART will additionally invest in the asset11. (3.2) Leasehold right in warehouse and office buildings in WHA KPN Mega Logistics Center (Bangna-Trad Km. 23) in the amount of 2 buildings (divided into 1 building as Building A (comprising of 3 compartments) and 1 building as Building B), with an approximate total leasable area of 39,607 square meters, and approximate total leasable rooftop area of 26,112 square meters, including other structures and properties which are the component parts of the lands and buildings, with a lease term ending on 2 January 2044 or approximately 25 years from the date that WHART will additionally invest in the asset11. (3.3) Ownership of tools, equipment, and utility systems of the building and other properties relating to, in connection with, and necessary for the use of the lands and warehouse and office buildings of WHA KPN Mega Logistics Center (Bangna-Trad Km. 23).

9 WHART will invest in WHA KPN Mega Logistics Center (Bangna-Trad Km. 23) under the condition that Top View Business Company Limited (as land owner of land to be additionally invested by WHART at this time), KPN Land Company Limited (as holder of leasehold right in such land from Top View Business Company Limited) and WHA KPN Alliance (as holder of the sub-leasehold right in such land from KPN Land Company Limited) agree to transfer rights and obligations pursuant to Principal Lease Agreement (between Top View Business Company Limited and KPN Land Company Limited) or Sub-Lease Agreement (between KPN Land Company Limited and WHA KPN Alliance) (as the case may be) only to the extent of land portion to be additionally invested by WHART at this time, to WHART for the remaining lease period (Step-in), in case where KPN Land Company Limited or WHA KPN Alliance fails to comply with such lease agreements. The terms will be in accordance with the negotiation between WHART, Top View Business Company Limited, KPN Land Company Limited and WHA KPN Alliance under relevant agreements. 10 This land parcel is under the process of cadastral surveying. 11 WHART expects to invest in the additional assets within 1 January 2019.

Enclosure 2 Page 13

The additional investment in WHA KPN Mega Logistics Center (Bangna-Trad Km. 23) will be executed through agreements as follows, including any other relevant agreements:

(a) A land sublease agreement with WHA KPN Alliance (who is the holder of the sub-leasehold right from KPN Land Company Limited12) (b) A warehouse and office buildings lease agreement with WHA KPN Alliance (who is the owner of the buildings and other structures in the said project); and (c) A utility system, tools and equipment sale and purchase agreement with WHA KPN Alliance (the owner of other properties in the said project).

Additional details relating to the value of the properties to be invested by WHART in WHA KPN Mega Logistics Center (Bangna-Trad Km. 23) will be as provided in the filing for the offering of trust units and the prospectus for the offering of trust units for the investment in the additional assets No. 4 by WHART.

Details of additional investment assets in WHA KPN Mega Logistics Center (Bangna-Trad Km. 23)

Subject Asset Details Owner of lands Top View Business Co.,Ltd. (“Top View Business”) Holder of leasehold right of land K.P.N. Land Limited13 (“KPN Land”) and sub-lessor Holder of the sub-leasehold right WHA KPN Alliance of lands and owner of buildings Location Bang Sao Thong Subdistrict, Bang Sao Thong District, Samut Prakan Title Deed No. 5731 (partial), 21943 (partial), 21944 (partial) and 21946 Land area Subleased area is approximately 43 rai 3 ngan.

12 Formerly KPN Group Corporation Company Limited 13 Formerly KPN Group Corporation Company Limited

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Subject Asset Details Leasable area Total leaseable area of building is approximately 39,607 square meters and total leaseable area of rooftop is approximately 26,112 square meters. Building (1) Warehouse and office building in the amount of 2 buildings (divided into 1 building as Building A (comprising of 3 compartments) and 1 building as Building B) (2) Other structures and properties which are the component parts of the lands and buildings Tenants (a) Currently, the warehouse and office building area has an occupancy rate at 77.43 percent and rooftop area still has no tenant. (b) Currently, the areas of warehouse and office buildings of WHA KPN Mega Logistics Center (Bangna-Trad Km. 23) are not entirely leased to tenants. In this regard, WHART will request WHA or WHA KPN Alliance (who is the asset owner) to pay rent to WHART for the area of the warehouse and office buildings that have not been leased to tenants for a period of 3 years from the date that WHART will additionally invest in the asset or until there is a lessee during that period. The terms are in accordance with the Undertaking Agreement that WHART will enter into with WHA and WHA KPN Alliance (who is the asset owner). (c) WHART will request WHA and WHA KPN Alliance to pay rent to WHART for the warehouse building No. A3/2 in WHA KPN Mega Logistics Center (Bangna-Trad Km. 23) which currently has Yusen Logistic (Thailand) Co., Ltd. as a tenant (whereby the lease agreement will expire on 15 July 2019) with condition that; in case when such lease agreement expires and the tenant does not renew the lease agreement or it is under the negotiation period to renew such lease agreement but the tenant does not pay rent, WHA or WHA KPN Alliance will pay rent to WHART for the period after such expiration date of lease agreement until there is a tenant or until the tenant pay rent (as the case may be) but shall not exceed 31 December 2019. The terms are in accordance with the Undertaking Agreement that WHART will enter into with WHA and WHA KPN Alliance (who is the asset owner).

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Subject Asset Details (d) Currently, the leasable rooftop area is not occupied by a lessee. In this regards, if on the date that WHART will additionally invest in the asset, the leasable rooftop area is still not occupied by a lessee, WHART will request WHA or WHA KPN Alliance to pay the rent to WHART for the unoccupied leasable rooftop area for a period of 25 years from the date that WHART will additionally invest in the asset, or until there is a lessee during that period. Either party may pay the rent for the other party during such time so that such other party is released from the obligation to pay the rent. The terms are in accordance with the Undertaking Agreement that WHART will enter into with WHA and WHA KPN Alliance. In this regard, during such payment of rent period by WHA, WHART shall give first right to WHA or WHA KPN Alliance and/or persons related to WHA to lease the leasable rooftop area before any third party for a period of no less than 25 years from the date that WHART will additionally invest in the asset, and such rental rate shall not be less than the rental rate that WHA or WHA KPN Alliance currently pays to WHART and equal to or not less than the rental rate proposed by any third party to WHART (if any) (the “Right to Lease Rooftop Area”).

In case when WHA or WHA KPN Alliance and/or persons related to WHA has exercised the Right to Lease Rooftop Area accordingly to the aforementioned conditions on lease terms and rental rate, WHA and WHA KPN Alliance shall be released from the obligations to pay rent to WHART under the conditions of the Undertaking Agreement to be entered into by WHART, WHA and WHA KPN Alliance. Additionally, WHA or WHA KPN Alliance and/or persons related to WHA will have the right to transfer the Right to Lease Rooftop Area and relevant obligations to persons related to WHA.

Age of Buildings Building A; Age of the building: 2 years 11 months (as of 1 January 2019) Building B; Age of the building: 1 year 6 months

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Summary of the details of the lands on which WHA KPN Mega Logistics Center (Bangna-Trad Km. 23) is located

Land Area Under Titile Deed Map Title Deed Land Area which WHART will Invest No. Parcel No. Owner of Freehold No. Sheet (Rai-Ngan-Square ( Rai-Ngan-Square Wa ) Wa) 1. 5731 337 33220 Top View Business 13-3-20.9 0-2-90.50 2. 21943 339 116 Top View Business 38-1-26.6 28-2-27.5 3. 21944 333 117 Top View Business 41-2-10.7 0-2-28.0 4. 21946 338 21 Top View Business 13-3-54 13-3-54 Total 107-2-12.20 43-3-0

(4) DSG HSIL, located at Bualoy Subdistrict, Nong Khae District, Saraburi

WHART will invest in

(4.1) Ownership of land represented by 1 title deed (title deed No. 36360), with the land area according to the title deed of 15 rai14. (4.2) Ownership of warehouse, factory and office building in DSG HSIL in the amount of 1 building, with an approximate leasable area of 16,620 square meters, and approximate leasable car park area of 8,964 square meters.

14 This land parcel is under the process of cadastral surveying.

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(4.3) Ownership of structures and other properties which are the component parts of the land and building, tools, equipment, and utility systems of the building and other properties relating to, in connection with, and necessary for the use of the land and warehouse, factory and office building of DSG HSIL.

The additional investment in DSG HSIL will be executed through a land, building and structures, including utility system, tools and equipment sale and purchase agreement with WHAVH (who is the owner of such land and building and structures and other properties in the said project), including any other relevant agreements.

Details of additional investment assets in DSG HSIL

Subject Asset Details Owner of land and building WHAVH Location Bualoy Subdistrict, Nong Khae District, Saraburi Title Deed No. 36360 Land area Total land area according to the title deeds is 15 rai. Leasable area Total leaseable area of building is approximately 16,620 square meters and total leaseable area of car park is approximately 8,964 square meters. Building (1) Warehouse factory and office buildings at the amount of 1 building (2) Other structures and properties which are the component parts of the lands and building Tenant (a) Currently, the warehouse factory and office building area has an occupancy rate at 100.00 percent (b) At present, although the area of the warehouse, factory and office building of DSG HSIL has been fully occupied by the lessee, however, in the case where on the date that WHART will additionally invest in the

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Subject Asset Details asset, the area of the warehouse, factory and office building is not fully occupied by a lessee, WHART will request WHA and WHAVH (who is the asset owner) to pay 3 years rent to WHART for the unoccupied lease area of the warehouse, factory and office building for the period of 3 years from the date that WHART will additionally invest in the asset or until there is a lessee during that period. The terms are in accordance with the Undertaking Agreement that WHART will enter into with WHA and WHAVH (who is the asset owner). Age of Building Age of the building: 13 years 9 months (as of 1 January 2019)

Summary of the details of the land on which DSG HSiL is located Land Area Under Title Titile Deed Map Deed Land Area which WHART will Invest No. Parcel No. Owner of Freehold No. Sheet (Rai-Ngan-Square ( Rai-Ngan-Square Wa ) Wa) 1. 36360 88 1228 WHAVH 15 15 Total 15 15

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3. Detail of Rental of Additional Investment Assets The details of Additional Investment Assets regarding proportions of tenant rental areas to the total area, occupancy rates, lease agreement expiries and remaining terms of tenants’ lease agreements of each project as of the date which WHART expects to invest15, as follows:

1. Building area Remaining term of lease Rental area as Expiry date of lease Occupancy rate at and service agreements at Rental area percentage of and service Project Tenant investment date the date WHART expects (Square meters) total area agreement (percent) to invest 1. WHA Mega Logistics Center (Rama 2 Km. 35 Phase 1) Central Food Retail Company Limited 14,084.00 9.00 100.00 30 September 2025 6 years 9 months Total rental area 14,084.00 9.00 100.00

2. Central WHA Mega Logistics Center (Wangnoi 63) Buildling Phase 1 CRC Thai Watsadu Limited 57,690.61 36.85 100.00 5 January 2028 9 years 5 months Buildling Phase 2 CRC Thai Watsadu Limited 28,533.00 18.23 100.00 14 October 2026 7 years 9 months 14 days Total rental area 86,223.61 55.08 100.00

3. WHA KPN Mega Logistics Center (Bangna-Trad Km. 23) Buildling A1/1 Buildling A1/2 XPO Logistics Worldwide (Thailand) 15,858.00 10.13 100.00 31 March 2024 5 years 3 months Buildling A2/1 Limited

15 WHART expects to invest in the additional assets within 1 January 2019.

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Remaining term of lease Rental area as Expiry date of lease Occupancy rate at and service agreements at Rental area percentage of and service Project Tenant investment date the date WHART expects (Square meters) total area agreement (percent) to invest Buildling A2/2 Seeking tenant 8,941.00 5.71 -*1 - - Buildling A3/1 Buildling A3/2 Yusen Logistics (Thailand) Co.,Ltd. 4,905.00 3.13 100.00 15 July 2019 5 years 15 days*2 Buildling B Chanintr Living Limited 9,903.00 6.33 100.00 30 June 2022 3 years 6 months Total rental area 39,607.00 25.30 77.43

4. DSG HSIL DSG International (Thailand) Limited 16,620.00 10.62 100.00 28 December 2027 8 years 11 months 28 days Total rental area 16,620.00 10.62 100.00

Total rental area of all projects 156,534.61 100.00 94.29 Remarks *1 WHART will request WHA or WHA KPN Alliance (who is the asset owner) to pay rent to WHART for the area of the warehouse and office buildings that have not been leased to tenants for a period of 3 years from the date that WHART will additionally invest in the asset or until there is a lessee during that period. The terms are in accordance with the Undertaking Agreement that WHART will enter into with WHA and WHA KPN Alliance (who is the asset owner). *2 WHART will request WHA and WHA KPN Alliance to pay rent to WHART for the warehouse building No. A3/2 in WHA KPN Mega Logistics Center (Bangna-Trad Km. 23) which currently has Yusen Logistic (Thailand) Co., Ltd. as a tenant (whereby the lease agreement will expire on 15 July 2019) with condition that; in case when such lease agreement expires and the tenant does not renew the lease agreement or it is under the negotiation period to renew such lease agreement but the tenant does not pay rent, WHA or WHA KPN Alliance will pay rent to WHART for the period after such expiration date of lease agreement until there is a tenant or until the tenant pay rent (as the case may be) but shall not exceed 31 December 2019. The terms are in accordance with the Undertaking Agreement that WHART will enter into with WHA and WHA KPN Alliance (who is the asset owner).

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2. Leaseable Rooftop Area Remaining term of lease and Expiry date of lease Rental area as Occupancy rate at service agreements at the Rental area and service Project Tenant percentage of total investment date date WHART expects to (Square meters) agreement area (percent) invest 1. WHA Mega Logistics Center (Rama 2 Km. 35 Phase 1) Seeking tenant 9,100.00 25.84 -*1 31 December 2043 25 years 2. WHA KPN Mega Logistics Center (Bangna-Trad Km. 23) Seeking tenant 26,112.00 74.16 -*1 31 December 2043 25 years Total Leasable rooftop area 35,212.00 100.00 - 1 Remarks * - Currently, the leasable rooftop area is not occupied by a lessee. In this regards, WHART will request WHA or WHA KPN Alliance to pay the rent to WHART for the unoccupied leasable rooftop area for a period of 25 years from the date that WHART will additionally invest in the assets, or until there is a lessee during that period. - The terms are in accordance with the undertaking agreement that WHART will enter into with WHA and WHA KPN Alliance. In this regard, during such payment of rent period by WHA, WHART shall give first right to WHA or WHA KPN Alliance and/or persons related to WHA to lease the leasable rooftop area before any third party for a period of no less than 25 years from the date that WHART will additionally invest in the asset, and such rental rate shall not be less than the rental rate that WHA or WHA KPN Alliance currently pays to WHART and equal to or not less than the rental rate proposed by any third party to WHART (if any). In case when WHA or WHA KPN Alliance and/or persons related to WHA has exercised the right to lease rooftop area accordingly to the aforementioned conditions on lease terms and rental rate, WHA and WHA KPN Alliance shall be released from the obligations to pay rent to WHART under the conditions of the undertaking agreement to be entered into by WHART, WHA and WHA KPN Alliance. Additionally, WHA or WHA KPN Alliance and/or persons related to WHA will have the right to transfer the right to lease rooftop area and relevant obligations to persons related to WHA.

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3. Leasable Car Park Area Remaining term of lease Expiry date of Rental area Rental area as Occupancy rate at and service agreements lease and service Project Tenant (Square percentage of total investment date at the date WHART agreement meters) area (percent) expects to invest 1. WHA Mega Logistics Center (Rama 2 Km. 35 Phase 1) Central Food Retail Company Limited 4,858.00 35.15 100.00 30 September 2025 6 years 9 months 2. DSG HSIL DSG International (Thailand) Limited 8,964.00 64.85 100.00 28 December 2027 8 years 11 months 28 days Total parking rental area of all projects 13,822.00 100.00 100.00

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4. Projected of Income Receivable by WHART during the First Year Projected income receivable by WHART during the first year will consist of income from rent and service fees paid in cash. The details of the projected annual income from 1 January – 31 December 2019 are as follows: Existing assets of Assets after WHART’s 4th WHART*1 Additional Investment*2 (Baht Million) (Baht Million)

Rental and service revenues 2,032.86 2,347.24 Interest revenue 2.48 2.83 Total revenue 2,035.34 2,350.07

Land rental expenses 41.67 41.67 Property management related expenses 47.97 52.89 Net profit of immovable properties 1,945.70 2,255.51

REIT Management Fee 115.79 131.20 Issuance and offering of Investment Units or Trust Units fee and Cut off 96.05 115.50 Conversion fee Interest expenses 253.61 306.03 Net profit to be distributed through benefits 1,480.25 1,702.78

Deduct Non-cash rental and service revenues (4.46) (33.80) Add Non-cash land rents 7.70 7.70 Add Accrued interest and pre-paid financial fees 26.81 38.68 Net cash that can be distributed through benefits 1,510.30 1,715.36

Add Excess liquidity from amortized Issuance and offering of Investment Units or Trust Units fee and Cut off Conversion fee 96.05 115.50 Add Value added tax receivable 38.14 51.89 Deduct loan repayment (2.70) (2.70) Net cash that can be distributed through benefits and capital reduction 1,641.79 1,880.05

Expected distributable through benefits and capital reductions (%) 95 95 Expected net cash distributable through benefits and capital reductions 1,559.70 1,786.05

Expected distribution through benefits and capital reduction - Benefits 1,480.25 1,702.78 - Capital reduction 79.45 83.27 Distribution of Benefit and Capital Reduction 1,559.70 1,786.05

Number of trust units (Million units) *3 1,963.98 2,249.00 Expected distribution through benefits and capital reduction per (Baht) - Distribution of benefit per unit 0.75 0.75 - Distribution of capital per unit 0.04 0.04 Distribution of benefit and capital per unit 0.79 0.79

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Existing assets of Assets after WHART’s 4th *1 WHART Additional Investment*2 (Baht Million) (Baht Million)

In case WHART has Unrealised Loss from straight-line impairment of leasehold *4 (Baht) - Distribution of benefit per unit 0.59 0.59 - Distribution of capital per unit 0.04 0.04 - Distribution of capital per unit pay back by Straight-line Method 0.16 0.16 Distribution of benefit and capital per unit 0.79 0.79

Remarks *1 The existing assets refer to the assets in which WHART has already invested for 20 projects. *2 The assets after the fourth additional investment refer to the existing assets and the new assets in which WHART will additionally invest for 4 projects. *3 The number of trust units is a reference number only for the purpose of calculation and is calculated based on the price of the Additional Investment Assets of Baht 4,429 million and the price of trust unit of Baht 10.1. The price and the number of trust units to be offered for sale by WHART and the price of the assets in which WHART will invest may finally be greater than, less than or equivalent to this projection. *4 In case the appraisal price of leasehold rights of the existing assets of WHART in WHA Mega Logistics Center (Bangna- Trad Km. 18), WHA Mega Logistics Center (Wangnoi 61), WHA Mega Logistics Center (Chonlaharnpichit Km. 5), DKSH Consumer, DKSH 3M, WHA Mega Logistics Center (Bangna-Trad Km. 19), and WHA Mega Logistics Center (Chonlaharnpichit Km. 3) and the appraisal price of leasehold rights of the assets of the fourth additional investment in WHA Mega Logistics Center (Rama 2 Km. 35) and WHA –KPN Mega Logistics Center (Bangna-Trad Km. 23) have the lower ending appraisal price of leasehold rights and the unrealized loss from impairment of leasehold rights, by assuming the impairment value to be equivalent to the outstanding sum of the lease agreements which are generally amortized by straight-line method according to their lease terms, however, the value of leasehold rights as at the ending day of fiscal year will depend on the appraisal price prepared by the independent appraisers, whereby calculation of leasehold rights will take into account several factors, e.g. occupancy rate and rental revenue growth, discount rate, etc., which may cause the calculated value of leasehold rights to increase, remain or decrease. Thus, the calculation of the distribution through dividends and capital decrease by straight-line method per unit as aforementioned (decrease the value of leasehold rights to the equivalent amount in accordance with the lease term) is merely to demonstrate the possible effects in case the value of leasehold rights in the future decreases in the same rate throughout the lease term.

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5. Details of investment in immovable properties and highest value which WHART will invest

Additional Investment Assets Leasehold, sub-leasehold and freehold rights over the land on which the projects are located Area of leasehold land in which WHART will invest 17 rai 1 ngan 50.00 square wah Area of sub-leasehold land in which WHART will 43 rai 3 ngan invest Area of freehold land in which WHART will invest 111 rai 1 ngan 44.00 square wah Total 172 rai 1 ngan 94.00 square wah Characteristics of WHART’s investment - Land of WHA Mega Logistics Center (Rama 2 Partial lease from WHA Km. 35 Phase 1) - Land of Central WHA Mega Logistics Center Acceptance of transfer of ownership from Central (Wangnoi 63) WHA Alliance - Land of WHA KPN Mega Logistics Center Sublease and partial sublease WHA KPN Alliance (Bangna-Trad Km. 23) - Land of DSG HSIL Acceptance of transfer of ownership from WHAVH Approximate overall rental area which WHART will invest (square meters) - Building 156,534.61 - Rooftop 35,212.00 - Car Park 13,822.00 Appraised values of assets in which WHART will invest*1 (Baht) Appraisal by South East Asia International Co.,Ltd. 4,175,900,000 Appraisal by Grand Asset Advisory Co., Ltd. 4,258,000,000 Maximum value at which WHART will invest in immovable properties 4,464,500,000 (exclusive of value added tax, registration fees and specific business tax, as well as other relevant fees and expenses) not exceeding (Baht) Remark *1 Appraisals of values as of 1 January 2019, as WHART expects to invest in Additional Investment Assets within 1 January 2019.

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5.1 Value of immovable properties from the appraisal by Income Approach Method

Appraisal Value (Million Baht) Maximum Project South East Asia investment price in Grand Asset International Additional Advisory Co., Ltd.*2 Co.,Ltd.*1 Investment Assets (Baht) WHA Mega Logistics Center (Rama 2 656,300,000 735,000,000 656,300,000 Km. 35 Phase 1) Central WHA Mega Logistics Center 2,234,000,000 2,198,000,000 2,198,000,000 (Wangnoi 63) WHA KPN Mega Logistics Center 835,600,000 863,000,000 835,600,000 (Bangna-Trad Km. 23) DSG HSIL 450,000,000 462,000,000 450,000,000 Total 4,175,900,000 4,258,000,000 4,139,900,000 Remark *1 Appraisals of values by Appraisal report of South East Asia International Co., Ltd. dated 26 April 2018. (Appraisals of values as of 1 January 2019, as WHART expects to invest in Additional Investment Assets within 1 January 2019.) *2 Appraisals of values by Appraisal report of Grand Asset Advisory Co., Ltd. dated 26 April 2018. (Appraisals of values as of 1 January 2019, as WHART expects to invest in Additional Investment Assets within 1 January 2019.)

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6. Summary of details of existing assets of WHART

At present, WHART has main assets in 20 projects, having total building leasable area at 971,578.55 square meters, total rooftop leasable area 316,907.29 square meters, and total leasable car park area 12,789.90 square meters. As at 31 March 2018, WHART has average occupancy rate at 94.5 percent. The details of assets and characteristic of investment, as follow:

Total Land Are Leased Area Title Deed No. Project Location (Rai-Ngan- Details of Asset Approximately No. sq.wah) (sq.m.) (1) WHA Ladkrabang Distribution 38139 Klong Sampravet 35-0-0.00 (a) Ownership of land represented by 1 title deed 35,092.97 Centre Project Phase 1 and Subdistrict, (b) Ownership of warehouse and office building in the amount of 1 building (Warehouse and Phase 2 Ladkrabang (c) Ownership of structures and assets which are the component parts of the land and office building) District, Bangkok. buildings, tools, equipment, and utility system in the buildings and other assets relating to, in connection with, and necessary for the use of the land and warehouse and office building of WHA Ladkrabang Distribution Centre Project Phase 1 and Phase 2. (2) WHA Mega Logistics Center 666 and Bang Chalong 74-2-67.00 (a) Ownership of land represented by 2 title deeds 72,179.48 Project (Bangna-Trad Km.18) 38919 Subdistrict, Bang (b) Ownership of warehouse and office buildings in the amount of 7 buildings and leasable (Warehouse and Plee district (Bang rooftop area office buildings) (c) Ownership of structures and assets which are the component parts of the lands and Plee Yai), 23,976.30 (Rooftop) Samutprakarn. buildings, tools, equipment, and utility system in the buildings and other assets relating to, in connection with, and necessary for the use of the lands and warehouse and office buildings of WHA Mega Logistics Center Project (Bangna-Trad Km.18). (3) WHA Mega Logistics Center 18265, Bang Saothong 65-0-21.90 (a) Ownership of land represented by 4 title deeds 59,835.00 (Bangna-Trad Km. 23) 8504, Subdistrict, Bang (b) Ownership of warehouse and office buildings in the amount of 3 buildings and leasable (Warehouse and 5533 and Plee district (Bang rooftop area office buildings) 5534 Plee Yai), (c) Ownership of structures and assets which are the component parts of the lands and 50,641.04 (Rooftop) Samutprakarn. buildings, tools, equipment, and utility system in the buildings and other assets relating to,

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Total Land Are Leased Area Title Deed No. Project Location (Rai-Ngan- Details of Asset Approximately No. sq.wah) (sq.m.) in connection with, and necessary for the use of the lands and warehouse and office buildings of WHA Mega Logistics Center (Bangna-Trad Km. 23). (4) WHA Mega Logistics Center 110571 Bang Pla 81-0-15.90 (a) Ownership of land represented by 1 title deed 80,745.55 (Chonlaharnpichit Km. 4) Subdistrict, Bang (b) Ownership of warehouse and office buildings in the amount of 5 buildings and leasable (Warehouse and Plee district , rooftop area office buildings) Samutprakarn (c) Ownership of structures and assets which are the component parts of the land and 68,384.20 (Rooftop) buildings, tools, equipment, and utility system in the buildings and other assets relating to, in connection with, and necessary for the use of the land and warehouse and office buildings of WHA Mega Logistics Center (Chonlaharnpichit Km.4). (5) WHA Mega Logistics Center 28892, Bo Ta Lo 69-0-16.00 (a) Leasehold rights of 3 plots of land, pursuant to the lease agreement of the land dated 5 61,204.00 (Wang Noi 61) 28895 Subdistrict, Wang October 2011 and the amendment to the lease agreement of the land dated 28 December (Warehouse and (partial), Noi district, Phra 2011, having 30 years of lease period starting from 1 May 2012 ending 30 April 2042 office buildings) and Nakhon Si (b) Ownership of warehouse and office buildings in the amount of 5 buildings and leasable 26,472.05 (Rooftop) 28896 Ayutthaya rooftop area province. (c) Ownership of structures and assets which are the component parts of the lands and buildings, tools, equipment, and utility system in the buildings and other assets relating to, in connection with, and necessary for the use of the lands and warehouse and office buildings of WHA Mega Logistics Center (Wang Noi 61). (6) WHA Mega Logistics Center 50692 Nong Pla Mo 34-3-12.00 (a) Ownership of land represented by 2 title deeds 32,986.00 (Saraburi) and Subdistrict, Nong (b) Ownership of warehouse and office buildings in the amount of 3 buildings (Warehouse and 50693 Khae district, (c) Ownership of structures and assets which are the component parts of the lands and office buildings) Saraburi Province buildings, tools, equipment, and utility system in the buildings and other assets relating to, in connection with, and necessary for the use of the lands and warehouse and office buildings of WHA Mega Logistics Center (Saraburi).

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Total Land Are Leased Area Title Deed No. Project Location (Rai-Ngan- Details of Asset Approximately No. sq.wah) (sq.m.) (7) WHA Mega Logistics Center 129645 Bang Pla 66-2-85.00 (a) Sub-leasehold right of 1 plot of land in accordance with the lease agreement dated 25 62,105.25 (Chonlaharnpichit Km. 5) Subdistrict, Bang March 2013 (lease agreement version registered with the Land Department dated 26 (Warehouse and Plee district, March 2013) with a rental period of 30 years (from 1 April 2013 to 31 March 2043) office buildings)

Samutprakarn. (b) Ownership of warehouse and office buildings in the amount of 5 buildings, leasable rooftop 50,143.60 (Rooftop) area and leasable car park area 2,378.90 (c) Ownership of structures and assets which are the component parts of the land and buildings, tools, equipment, and utility system in the buildings and other assets relating to, (Car Park) in connection with, and necessary for the use of the land and warehouse and office buildings of WHA Mega Logistics Center (Chonlaharnpichit Km.5). (8) WHA Mega Logistics Center 1482, Klong Sampravet 99-1-51.00 (a) Ownership of land represented by 10 title deeds 95,110.00 (Ladkrabang) 42151, Subdistrict, (b) Ownership of warehouse and office buildings in the amount of 8 buildings, leasable rooftop (Warehouse and 42152, Ladkrabang area and leasable car park area office buildings) (c) Ownership of structures and assets which are the component parts of the lands and 42153, District, Bangkok 59.986.30 (Rooftop) 42154, buildings, tools, equipment, and utility system in the buildings and other assets relating to, 1,350.00 44285, in connection with, and necessary for the use of the lands and warehouse and office (Car Park) 44286, buildings of WHA Mega Logistics Center (Ladkrabang). 44287, 45003 and 45005

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Total Land Are Leased Area Title Deed No. Project Location (Rai-Ngan- Details of Asset Approximately No. sq.wah) (sq.m.) (9) WHA Mega Logistics Center 106329 Bang Pla 50-0-46.25 (a) Part of leasehold right of land represented by 2 title deeds from WHA, with a lease term of 47,221.00 (Chonlaharnpichit Km. 3) and Subdistrict, Bang 30 years commencing from the date WHART will additionally invest in the asset, together (Warehouse and 140154 Phli District, with WHA’s promise to renew the lease for another 30-year term to WHART. office buildings) Samut Prakan (b) Leasehold right in warehouses and office buildings in the amount of 5 buildings, leasable 37,303.80 (Rooftop) Province rooftop area and leasable car park area, including other structures and assets which are 2,340.00 the component parts of the lands and buildings, from WHA, with a lease term of 30 years (Car Park) commencing from the date that WHART will additionally invest in the asset, together with WHA’s promise to renew the lease for another 30-year term to WHART. (c) Ownership of tools, equipment, and utility system in the buildings and other assets relating to, in connection with, and necessary for the use of the lands and buildings of WHA Mega Logistics Center (Chonlaharnpichit Km. 3). (10) WHA Mega Logistics Center 689, Bang Chalong 71-0-5.50 (a) Sub-leasehold right over 3 plots of land from Mrs. Jumpee Yungyuen and Chod and 68,901.95 (Bangna-Trad Km. 19) 694 and Subdistrict, Bang Jumpee’s Grandchild Co., Ltd., having a lease period of 30 years, with the remaining sub- (Warehouse and 6415 Phli District, lease period of approximately 23 years 11 months 22 days (start from 1 December 2017 factory buildings) Samut Prakan ending 23 November 2041) 2,597.00 Province (b) Ownership of warehouse, factory and office buildings in the amount of 14 buildings and (Car Park) leasable car park area (c) Ownership of structures and other assets which are the component part of the lands and buildings, tools, equipment, and utility system in the buildings and other assets relating to, in connection with, and necessary for the use of the lands, warehouses, factory and office buildings of WHA Mega Logistics Center (Bangna-Trad Km. 19)

Enclosure 2 Page 31

Total Land Are Leased Area Title Deed No. Project Location (Rai-Ngan- Details of Asset Approximately No. sq.wah) (sq.m.) (11) WHA Mega Logistics (Lam 1346 Lam Luk Ka 12-2-50.50 (a) Ownership of land represented by 1 title deed 8,045.64 (Factory, Luk Ka) Subdistrict, Lam (b) Ownership of factory, cold storage, and office building in the amount of 1 building and cold storage and Luk Ka District, leasable car park area office building) Pathum Thani (c) Ownership of structures and assets which are the component parts of the land and 4,124.00 Province buildings, tools, equipment, and utility system in the buildings and other assets relating to, (Car Park) in connection with, and necessary for the use of the land, factory, cold storage, and office

building of WHA Mega Logistics (Lam Luk Ka). (12) Omada Aerospace Factory 34269, Map Yang Phon 25-3-32.40 (a) Ownership of land represented by 2 title deeds 15,568.79 (Factory (Rayong) 39798 Subdistrict, Pluak (b) Ownership of factory and office building in the amount of 1 building and office building) Daeng District, (c) Ownership of other structures and assets which are the component parts of the lands and Rayong Province building, tools, equipment, and utility system of the buildings and other assets relating to, in connection with, and necessary for the use of the lands, factory and office building of Omada Aerospace Factory (Rayong). (13) Kao 1, Kao 2 and Kao3 5914, Don Hua Lo 46-3-81 (a) Ownership of land represented by 6 title deeds 42,310.44 119813, Subdistrict, (b) Ownership of warehouse and office buildings in the amount of 3 buildings (Warehouse and 147436, Mueang Chon (c) Ownership of other structures and assets which are the component parts of the lands and office buildings) 147437, Buri District, Chon buildings, tools, equipment, and utility system of the buildings and other assets relating to, 5893 and Buri Province in connection with, and necessary for the use of the lands, warehouse and office buildings 5894 of Kao 1, Kao 2 and Kao3. (14) Triumph 3164 Map Yang Phon 29-3-91.20 (a) Ownership of land represented by 1 title deed 14,320.80 (Formerly Primus) Subdistrict, Pluak (b) Ownership of factory building in the amount of 1 building and office buildings at the (Factory and office Daeng District, amount of 1 building building) Rayong Province (c) Ownership of other structures and assets which are the component parts of the land and

Enclosure 2 Page 32

Total Land Are Leased Area Title Deed No. Project Location (Rai-Ngan- Details of Asset Approximately No. sq.wah) (sq.m.) buildings, tools, equipment, and utility system of the buildings and other assets relating to, in connection with, and necessary for the use of the land, factory building and office buildings of Triumph. (15) DKSH Consumer and DKSH 2813, Sisacharakhen Yai 83-0-81.00 (a) Sub-leasehold right over 10 plots of land from Mr. Nikorn Kuparat, Mr. Boonkiat Kuparat, DKSH Consumer: 3M 33043, Subdistrict, Bang Mr. Pancha Kuparat, and Mr. Kaek Nimnuan, details as follows: 52,913.25

33044, Sao Thong (Bang • DKSH Consumer (Warehouse and 33045, Phli) District, - Leasehold right over 1 plot of land (Title Deed No. 33044) from Mr. Boonkiat Kuparat office building) 33046, Samut Prakan with the remaining lease period of approximately 18 years and 7 days, (start from 1 9025, Province DKSH 3M: December 2017 ending 8 December 2035) 9026, 10,914.19 - Leasehold right over 2 plots of land (Title Deed No. 33045 and 33046) from Mr. Pancha 36752, (Warehouse and 36753 Kuparat with the remaining lease period of approximately 18 years and 7 days (start office buildings) and from 1 December 2017 ending 8 December 2035) 36754 - Partial Leasehold right over 2 plots of land (Title Deed No. 2813 and 33043) from Mr. 3M Phase 2 Nikorn Kuparat with the remaining lease period of approximately 18 years and 1 9,195.00 months 8 days (start from 1 December 2017 ending 9 January 2036) and (Warehouse buildings) - Partial Sub-leasehold right over 5 plots of land (Title Deed No. 9025, 9026, 36752,

36753 and 36754) with the remaining lease period of approximately 18 years and 1

months 22 days (start from 1 December 2017 ending 23 January 2036) • DKSH 3M - Partial Leasehold right over 1 plot of land (Title Deed No. 33043) from Mr. Nikorn Kuparat with the leased area approximately 1 ngan 68 sq. wah. with the remaining

Enclosure 2 Page 33

Total Land Are Leased Area Title Deed No. Project Location (Rai-Ngan- Details of Asset Approximately No. sq.wah) (sq.m.) lease period of approximately 21 years 2 months 4 days (start from 1 December 2017 ending 5 February 2039) and - Leasehold right over 1 plot of land (Title Deed No. 33044) from Mr. Boonkiat Kuparat (the land leased area is already included in the land leased area of DKSH Consumer) (b) Ownership of warehouse and office building in the amount of 1 building of DKSH Consumer (c) Ownership of warehouse buildings in the amount of 2 buildings and office building in the amount of 1 building of DKSH 3M (d) Ownership of warehouse buildings in the amount of 2 buildings of DKSH 3M Phase 2 (e) Ownership of other structures and assets which are the component parts of the lands and buildings, tools, equipment, and utility system of the buildings and other assets relating to, in connection with, and necessary for the use of the lands, warehouse and office buildings of DKSH Consumer and DKSH 3M (f) Ownership of other structures and assets which are the component parts of the buildings, tools, equipment, and utility system of the buildings and other assets relating to, in connection with, and necessary for the use of the warehouse and office buildings of DKSH 3M Phase 2. (16) DKSH Bang Pa-in 35483, Klongjig 30-2-53.00 (a) Ownership of land represented by 3 title deeds 36,000.00 35484 Subdistrict, Bang (b) Ownership of warehouse and office building in the amount of 1 building (Warehouse and and Pa-in (Palace) (c) Ownership of other structures and assets which are the component parts of the lands and office building) 35485 District, Ayutthaya building, tools, equipment, and utility system of the buildings and other assets relating to, Province. in connection with, and necessary for the use of the lands, warehouse and office building of DKSH Bang Pa-in.

Enclosure 2 Page 34

Total Land Are Leased Area Title Deed No. Project Location (Rai-Ngan- Details of Asset Approximately No. sq.wah) (sq.m.) (17) Ducati 22336, Map Yang Phon 27-1-53.40 (a) Ownership of land represented by 4 title deeds 20,285.00 (Ducati Phase 1 and Phase) 23081, Subdistrict, Pluak (b) Ownership of factory and office buildings in the amount of 2 buildings (Factory and office 22337 Daeng District, (c) Ownership of other structures and assets which are the component parts of the lands and buildings) and Rayong Province building, tools, equipment, and utility system of the buildings and other assets relating to, 20261 in connection with, and necessary for the use of the lands, factory and office buildings of Ducati. (18) Healthcare 813, Bang Cho Long 47-0-66.00 (a) Ownership of land represented by 5 title deeds 52,706.84 23070, Subdistrict, Bang (b) Ownership of warehouse buildings in the amount of 2 buildings (Warehouse 29158, Phli (Bang Phli (c) Ownership of other structures and assets which are the component parts of the lands and buildings) 29325 Yai) District, buildings, tools, equipment, and utility system of the buildings and other assets relating to, and Samut Prakan in connection with, and necessary for the use of the lands, warehouse buildings of 31292 Province Healthcare (d) Ownership of air conditioning system installed in warehouse building of Healthcare. (19) DSG 1111, Nong Plamo 48-0-26.50 (a) Ownership of land represented by 4 title deeds 55,372.40 (DSG Phase 1, Phase 2 and 1113, Subdistrict and (b) Ownership of warehouse, factory and office building in the amount of 1 building (Phase 1 (Warehouse factory Phase 3) 21772 Bualoy and Phase 2 are considered as 1 building) and office building) and Subdistrict, (c) Ownership of other structures and assets which are the component parts of the lands and 36396 Nongkhae District, building, tools, equipment, and utility system of the buildings and other assets relating to, Saraburi Province in connection with, and necessary for the use of the lands, warehouse, factory and office building of DSG Phase 1 and Phase 2 (d) Ownership of the renovated structures in the South of the building no. 45, using as an office building (e) Ownership of the renovated structures in the South of the building no. 45, using as an entrance, guard house, and structure for weight scale

Enclosure 2 Page 35

Total Land Are Leased Area Title Deed No. Project Location (Rai-Ngan- Details of Asset Approximately No. sq.wah) (sq.m.) (f) Ownership of the renovated structures in the South of the building no. 45, using as pallet storage building (g) Ownership of the renovated structures in the South of the building no. 85, using as waste storage building (h) Ownership over other assets which are the component part of lands and buildings tools, equipment, utility system in the buildings and other assets relating to, in connection with, and necessary for the use of renovated structures in DSG Phase 3 (i) Ownership of other structures and assets which are the component parts of the building, tools, equipment, and utility system of the building and other assets relating to, in connection with, and necessary for the use of renovated structures in DSG Phase 3. (20) WHA Mega Logistics Center 2368, Pantong 39-0-18 (a) Ownership of land represented by 5 title deeds 38,565.00 (Panthong, Chon buri) 18140, nongkakha (b) Ownership of warehouse buildings in the amount of 4 buildings (Warehouse 18141, Subdistrict, (c) Ownership of other structures and assets which are the component parts of the lands and buildings) 36035, Pantong District, buildings, tools, equipment, and utility system of the buildings and other assets relating to, 21706 Chon Buri in connection with, and necessary for the use of the lands, warehouse buildings of WHA Province Mega Logistics Center (Panthong, Chon buri).

Enclosure 2 Page 36

7. Portion on Leasable Area

Existing assets of WHART and the Additional Investment Assets can be classified by type of lessees and remaining rental term, as follows:

Table showing the portion of the building leasable area classified by the business of the lessees

Percentage of Overall Rental Area*1 (Percent) Types of business Existing assets of Additional Investment Total WHART Assets Third-party logistics providers 45.79 13.27 41.28 (3PLs)

Fast-moving consumer goods 31.10 19.61 29.50 manufacturer (FMCG)

Manufacturer 14.69 12.65 - Data Center 1.25 - 1.07 E-Commerce 1.67 - 1.44 Home Supplies - 61.41 8.52 Undertake*1 4.39 5.71 4.58 Vacant 1.11 - 0.96 Total 100.00 100.00 100.00

The table below provides the building leased area and ratio of leasing classified by maturities of lease agreements

Percentage of Overall Rental Area *1 Maturities of lease agreements (Percent) Existing assets of Additional Investment Total WHART Assets not more than 1 year 30.52 - 26.28 more than 1 year to 3 years 29.16 3.32 25.59 more than 3 years to 5 years 23.29 6.71 20.99 more than 5 years 17.03 89.97 27.14 Total 100.00 100.00 100.00

Enclosure 2 Page 37

The table below provides the names of the top 10 lessees classified by leased area *1

Name of lessees Rank Existing assets of Additional Investment WHART’s Total Assets WHART Assets CRC Thai Watsadu 1 DKSH (Thailand) Limited DKSH (Thailand) Limited Limited DSG International DSG International CRC Thai Watsadu 2 (Thailand) PLC (Thailand) PLC Limited XPO Logistics LF Logistics (Thailand) DSG International 3 Worldwide (Thailand) Company Limited (Thailand) PLC Limited Sino-Pacific Trading Central Food Retail LF Logistics (Thailand) 4 (Thailand) Company Company Limited Company Limited Limited Sino-Pacific Trading Nissan Motor (Thailand) 5 Chanintr Living Limited (Thailand) Company Company Limited Limited KAO Commercial Yusen Logistics Nissan Motor (Thailand) 6 (Thailand) Limited (Thailand) Co., Ltd. Company Limited Thai Beverage Logistics KAO Commercial 7 - Company Limited (Thailand) Limited Central Department Store Thai Beverage Logistics 8 - Limited Company Limited Logitem (Thailand) Co., XPO Logistics Worldwide 9 - Ltd. (Thailand) Limited Hitachi Transport System Central Department Store 10 (Thailand) Company - Limited Limited Total area leased to 58.38 100.00 58.39 the top largest 10 tenants as percentage of total area (percent)* Remark *1 Ratio of leasable area as at 1 January 2019 in which WHART expects to invest in Additional Investment Assets within 1 January 2019, according to lease and service agreement and the expectation of renewal of lease and service agreement of WHART as at 29 March 2019. In this regard, at 1 January 2019, the portion on leaseable area may be changed upon the negotiation with tenants.

Enclosure 2 Page 38

8. Immovable property management policy After WHART invested in Additional Investment Assets, WHART will collaborate with WHA, which WHART will appoint to be the property manager, to set forth an immovable property management policy to produce the best outcome to the development and potential enhancement of the assets in which WHART will invest, with summarized details as follows:

• To create good relationship with customers/tenants, be available to take suggestions in order to develop and adjust the assets and/or service for constant maintenance of the best quality. • To assess and adjust rental rates to be appropriate for customer groups and the market situation if a new tenant is required or upon a lease agreement extension with an existing tenant to create the highest rental rate and to increase income of WHART and to focus on the provision of continuous good and quality service. • To develop efficiency in immovable property management as well as control operational expenses without affecting the quality of service. • To increase the potential of WHART’s assets by maintaining the assets to be in good condition, suitable for use, and to regularly adjust and maintain the image of the projects to be contemporary and suitable for changes in the market state. • To regularly assess the level of service to develop potential and create opportunities to increase the potential of the assets. • To solve or mitigate conflict of interest of WHART and WHA (as the property manager) shall be in accordance with method used in existing assets of WHART

Enclosure 2 Page 39 Enclosure 3

Summary of Asset Appraisal Report of the Independent Appraisers

Enclosure 4

(Translation)

Information Memorandum on WHART’s Acquisition of Assets and Related Party Transactions (Persons Related to the REIT Manager)

1. The Investment in the main Additional Investment Assets

1.1 Transaction date : After obtaining the approval from the trust unitholders' meeting and the Office of the Securities and Exchange Commission ("Office of the SEC") for the related issues, and all trust units have already been issued and offered for sale, and the parties to the agreements in relation to the acquisition of the assets of WHART have already satisfied all of the condition precedents of such agreements.

1.2 Counterparty and : 1. WHA Corporation Public Company Limited (“WHA”) and persons relationship with WHART related to WHA.

2. Central WHA Alliance Company Limited (“Central WHA Alliance”), a joint venture company in which WHA holds approximately 49.99 percent of its shares.

3. WHA KPN Alliance Company Limited (“WHA KPN Alliance”), a joint venture company in which WHA holds approximately 64.97 percent of its shares.

4. WHA Venture Holdings Company Limited (“WHAVH”), a subsidiary company in which WHA holds approximately 99.99 percent of its shares.

collectively referred to as the (“Asset Owners”) who hold ownership and/or sub-leasehold rights in the Additional Investment Assets. WHA is a related party to WHART by being a major shareholder, holding approximately 99.99 percent of WHA Real Estate Management Company Limited, which is the REIT Manager of WHART, one of the major trust unitholders of WHART, and the current property manager of WHART.

Enclosure 4 Page 1

1.3 Interest of the party related to The Asset Owners, as the owners and/or the rightful holders of the the REIT Manager Additional Investment Assets and WHA, as one of the major trust unitholders of WHART and the party whom WHART wishes to appoint as the property manager of the Additional Investment Assets after the acquisition of such assets, are the parties related to the REIT Manager.

1.4 General characteristics : 1. WHART will invest the proceeds received from the capital increase of the transaction in the Additional Investment Assets by investing in (1) ownership, leasehold rights and sub-leasehold rights of land (2) ownership and leasehold rights of warehouse, factory and office buildings and (3) ownership of other related assets of the Additional Investment Assets of the Asset Owners, at a total value not exceeding Baht 4,464,500,000 (payable on the date that WHART will invest in the Additional Investment Assets) which includes the rent, the land and structures purchase price, the purchase price of tools, equipment, and utility system in the buildings, and other relevant assets purchase price (exclusive of value added tax, registration fees, specific business tax, other relevant fees and expenses). Furthermore, for WHA Mega Logistics Center (Rama 2 Km. 35 Phase 1), WHART will have the right to renew the properties lease agreement for another 30-year term with the rent for the renewed lease term of Baht 50,000,000 (payable upon the renewal of the lease agreement and exclusive of value added tax, registration fees, specific business tax, other relevant fees and expenses), whereby the value of such assets to be invested has included the related party transactions with the Asset Owners, which is part of the said value of such assets, as follows:

1) WHA, as the owner of land, buildings and structures in WHA Mega Logistics Center (Rama 2 Km. 35 Phase 1), will mortgage the land including the structures in the said project to WHART (as collateral for the additional 30-year lease).

Enclosure 4 Page 2 2) Under the undertaking agreement, WHART will receive rent and service fees and security deposits for rent and service fees from WHA or WHA KPN Alliance or WHAVH (as the project may be), whereby WHA or WHA KPN Alliance or WHAVH (as the project may be) will pay the rent for the Additional Investment Assets for the unoccupied leasable area of the building on the date of the additional investment by WHART, including paying the water and electricity charges, land and building tax and/or other relevant fees and expenses. Furthermore, WHA or WHA KPN Alliance (as the project may be) will pay the rent for the unoccupied leasable rooftop area are on the date of the additional investment by WHART as well, in accordance with the terms under the Undertaking Agreement.

3) Under the Undertaking Agreement, WHART will receive rent and service fees and security deposits for rent and service fees from WHA or WHA KPN Alliance for the area of the A3/2 warehouse in WHA KPN Mega Logistics Center (Bangna-Trad Km. 23) which currently has Yusen Logistic (Thailand) Co., Ltd. as a tenant, and the lease agreement will expire on 15 July 2019. In case when such lease agreement expires and the tenant does not renew the lease agreement or it is under the negotiation period to renew such lease agreement but the tenant does not pay rent, WHA or WHA KPN Alliance will pay rent for the period after such expiration date of lease agreement until there is a tenant or until the tenant pays rent (as the case may be) but shall not exceed 31 December 2019, including paying the water and electricity charges, land and building tax and/or other relevant fees and expenses, in accordance with the terms under the Undertaking Agreement.

2. WHART will appoint WHA as the property manager of the Additional Investment Assets.

Enclosure 4 Page 3 1.5 Details of the Additional : (1) WHA Mega Logistics Center (Rama 2 Km. 35 Phase 1), located Investment Assets at Bangkajao Subdistrict, Mueang Samut Sakhon District, Samut Sakhon

(a) Leasehold right of a part of land represented by 1 title deed (title deed No. 134435), for an approximate leased area of 17 rai 1 ngan 50 square wah1 from WHA, with a lease term of 30 years commencing from the date that WHART will additionally invest in the asset, together with WHA’s promise to renew the lease for another 30-year term to WHART.

(b) Leasehold right in warehouse, factory and office building in WHA Mega Logistics Center (Rama 2 Km. 35 Phase 1) in the amount of 1 building, with an approximate leasable area of 14,084 square meters, and approximate leasable rooftop area of 9,100 square meters, and an approximate leasable car park area of 4,858 square meters, including other structures and properties which are the component parts of the land and building, from WHA, with a lease term of 30 years commencing from the date that WHART will additionally invest in the asset, together with WHA’s promise to renew the lease for another 30-year term to WHART.

(c) Ownership of tools, equipment, and utility systems of the building and other properties relating to, in connection with, and necessary for the use of the land and warehouse, factory and office building of WHA Mega Logistics Center (Rama 2 Km. 35 Phase 1).

1 The said land area is a part of the total land area as appeared in the title deed. Currently, this land parcel is under the process of cadastral surveying.

Enclosure 4 Page 4 (2) Central WHA Mega Logistics Center (Wangnoi 63), located at Bo Ta Lo Subdistrict and Lam Ta Sao Subdistrict, Wangnoi District, 2 Phra Nakhon Si Ayutthaya1F

(a) Ownership of land represented by 3 title deeds (title deeds No. 30434, 45496 and 45497), with the land area according to the title deeds of 96 rai 1 ngan 44 square wah3.

(b) Ownership of warehouse and office building in Central WHA Mega Logistics Center (Wangnoi 63 ( in the amount of 1 building, with an approximate leasable area of 86,223.61 square meters.

(c) Ownership of structures and other properties which are the component parts of the land and building, tools, equipment, and utility systems of the building and other properties relating to, in connection with, and necessary for the use of the land and warehouse and office building of Central WHA Mega Logistics Center (Wangnoi 63).

Enclosure 4 Page 5 (3) WHA KPN Mega Logistics Center (Bangna-Trad Km. 23). Located at Bang Sao Thong Subdistrict, Bang Sao Thong District, Samut Prakan4

(a) Sub-leasehold right of land represented by 1 title deed (title deed No. 21946) and sub-leasehold right of a part of land represented by 3 title deeds (title deeds No. 5731, 21943 and 21944), for an approximate total leased area of 43 rai 3 ngan5, with a sublease term ending on 2 January 2044 or approximately 25 years from the date that WHART will additionally invest in the asset6.

(b) Leasehold right in warehouse and office buildings in WHA KPN Mega Logistics Center (Bangna-Trad Km. 23) in the amount of 2 buildings (divided into 1 building as Building A (comprising of 3 compartments) and 1 building as Building B), with an approximate total leasable area of 39,607 square meters, and approximate total leasable rooftop area of 26,112 square meters, including other structures and properties which are the component parts of the land and buildings, with a lease term ending on 2 January 2044 or approximately 25 years from the date that

4 WHART will invest in WHA KPN Mega Logistics Center (Bangna-Trad Km. 23) under the condition that Top View Business Company Limited (as land owner of land to be additionally invested by WHART at this time), KPN Land Company Limited (as holder of leasehold right in such land from Top View Business Company Limited) and WHA KPN Alliance (as holder of the sub-leasehold right in such land from KPN Land Company Limited) agree to transfer rights and obligations pursuant to Principal Lease Agreement (between Top View Business Company Limited and KPN Land Company Limited) or Sub-Lease Agreement (between KPN Land Company Limited and WHA KPN Alliance) (as the case may be) only to the extent of land portion to be additionally invested by WHART at this time, to WHART for the remaining lease period (Step-in), in case where KPN Land Company Limited or WHA KPN Alliance fails to comply with such lease agreements. The terms will be in accordance with the negotiation between WHART, Top View Business Company Limited, KPN Land Company Limited and WHA KPN Alliance under relevant agreements. 5 This land parcel is under the process of cadastral surveying. 6 WHART expects to invest in the additional assets within 1 January 2019.

Enclosure 4 Page 6 WHART will additionally invest in the asset6.

(c) Ownership of tools, equipment, and utility systems of the building and other properties relating to, in connection with, and necessary for the use of the land and warehouse and office buildings of WHA KPN Mega Logistics Center (Bangna-Trad Km. 23).

(4) DSG HSIL, located at Bualoy Subdistrict, Nong Khae District, Saraburi

(a) Ownership of land represented by 1 title deed (title deed No. 36360), with the land area according to the title deed of 15 rai7. (b) Ownership of warehouse, factory and office building in DSG HSIL in the amount of 1 building, with an approximate leasable area of 16,620 square meters, and approximate leasable car park area of 8,964 square meters. (c) Ownership of structures and other properties which are the component parts of the land and building, tools, equipment, and utility systems of the building and other properties relating to, in connection with, and necessary for the use of the land and warehouse, factory and office building of DSG HSIL.

The details of the Additional Investment Assets in accordance with item (1) to item (4) above can be summarized as follows: Total land area 172 rai 1 ngan 94.00 square wah (only the portion to be invested in by WHART)

7 This land parcel is under the process of cadastral surveying.

Enclosure 4 Page 7 Total leasable building area approximately 156,534.61 square meters of the portion to be invested by WHART

Total leasable car parking approximately 13,822.00 square meters area of the portion to be invested by WHART

Total leasable rooftop area approximately 35,212.00 square meters of the portion to be invested in by WHART

In this regard, the Company has appointed Southeast Asia International Company Limited and Grand Asset Advisory Company Limited as independent appraisers to appraise the value of the Additional Investment Assets. The investment in the Additional Investment Assets by WHART shall be no more than Baht 4,464,500,000 (payable on the date that WHART will invest in the Additional Investment Assets) which includes the rent, the land and structures purchase price, the purchase price of tools, equipment, and utility system in the buildings, and other relevant assets purchase price (exclusive of value added tax, registration fees, specific business tax, other relevant fees and expenses). Furthermore, for WHA Mega Logistics Center (Rama 2 Km. 35 Phase 1), WHART will have the right to renew the properties lease agreement for another 30-year term with the rent for the renewed lease term of Baht 50,000,000 (payable upon the renewal of the lease agreement and exclusive of value added tax, registration fees, specific business tax, other relevant fees and expenses). The value is not higher than the lowest total appraisal value of the assets as from the appraisal report obtained from the appraiser company by more than 10 percent (the details of assets specified in the filing for the offering of trust units and the prospectus for the offering of trust units for the investment in the additional assets No. 4 by WHART are to be considered as the assets which WHART will invest in). The details of the value appraised

Enclosure 4 Page 8 by the two independent appraisers appointed by WHART will be as provided in the trust unitholders’ meeting invitation letter.

1.6 Size of the transaction and : 1. Investment in the Additional Investment Assets for a total value not consideration exceeding Baht 4,464,500,000 (payable on the date that WHART will invest in the Additional Investment Assets) which includes the rent, the land and structures purchase price, the purchase price of tools, equipment, and utility system in the buildings, and other relevant assets purchase price (exclusive of value added tax, registration fees, specific business tax, other relevant fees and expenses). Furthermore, for WHA Mega Logistics Center (Rama 2 Km. 35 Phase 1), WHART will have the right to renew the properties lease agreement for another 30-year term with the rent for the renewed lease term of Baht 50,000,000 (payable upon the renewal of the lease agreement and exclusive of value added tax, registration fees, specific business tax, other relevant fees and expenses). Such investment shall be under the investment conditions as follows:

(1) WHA or WHA KPN Alliance will pay the rent for the unoccupied leasable area of the building No. A2/2 and the building No. A3/2 in WHA KPN Mega Logistics Center (Bangna-Trad Km. 23) at the rate of Baht 155 per square meter per month for a period of 3 years as from the date that WHART will additionally invest in the asset.

(2) In case when the lease agreement of the warehouse No. A3/2 in WHA KPN Mega Logistics Center (Bangna-Trad Km. 23) expires (such lease agreement will expire on 15 July 2019) and the tenant does not renew the lease agreement or it is under the negotiation period to renew such lease agreement but the tenant does not pay rent, WHA or WHA KPN Alliance will pay rent for the warehouse No. A3/2 in WHA KPN Mega Logistics Center (Bangna-Trad Km. 23) at the rate of Baht 140 per

Enclosure 4 Page 9 square meter per month until there is a tenant or until the tenant pays rent (as the case may be) but shall not exceed 31 December 2019.

(3) WHA will pay the rent for the unoccupied rooftop area on the date of additional investment by WHART in WHA Mega Logistics Center (Rama 2 Km. 35 Phase 1) and WHA or WHA KPN Alliance will pay the rent for the unoccupied rooftop area on the date of additional investment by WHART in WHA KPN Mega Logistics Center (Bangna-Trad Km. 23) at the rate of Baht 3 per square meter per month and the rental rate will be increased by 10 percent every 5 years for a period of 25 years from the date that WHART will additionally invest in the asset or until there is a tenant for such period. The terms are in accordance with the Undertaking Agreement that WHART will enter into with WHA and WHA KPN Alliance. In this regard, during such payment of rent, WHART shall give first right to WHA or WHA KPN Alliance and/or persons related to WHA to lease the leasable rooftop area before any third party for a period of no less than 25 years from the date that WHART will additionally invest in the asset, and such rental rate shall not be less than the rental rate that WHA or WHA KPN Alliance currently pays to WHART and equal to or not less than the rental rate proposed by any third party to WHART (if any) (the “Right to Lease Rooftop Area”).

In case when WHA or WHA KPN Alliance and/or persons related to WHA has exercised the Right to Lease Rooftop Area accordingly to the aforementioned conditions on lease terms and rental rate, WHA and WHA KPN Alliance shall be released from the obligations to pay rent for the rooftop area to WHART under the terms of the Undertaking Agreement that WHART will enter into with WHA and WHA KPN Alliance.

Enclosure 4 Page 10 2. With respect to the consideration payable to the property manager, WHA will charge a property management fee (exclusive of value added tax) from WHART, which consists of the actual expenses and the fixed profit as stipulated annually. The property management fee shall not exceed 3 percent per year of the net asset value (NAV) of WHART as prescribed in the Trust Deed. Additional details are as provided in the trust unitholders’ meeting invitation letter.

In the event the REIT Manager has designated the property manager to supervise the construction and development of immovable properties and improvement of other assets that have not been obtained from the property manager and/or persons related to the property manager, the property manager may charge a fee for the supervision of improvement to buildings and construction and development of immovable properties, at a rate not exceeding 2 percent of the construction cost.

Such property management fee has been calculated based on the method as the one used for calculation of the property management fee for the Initial Investment, the Additional Investment No. 1 and the Additional Investment No. 2 of WHART, the conversion of WHAPF into WHART and the additional investment after the conversion of WHAPF.

The aforementioned transaction will be considered as a transaction with a party related to the REIT Manager of a value greater than Baht 20,000,000 or exceeding 3 percent of the net asset value of WHART. Under the Trust Deed of WHART, such transaction must be approved in the trust unitholders' meeting by a vote of not less than three-fourths of all trust units of the trust unitholders attending the meeting and having the right to vote. The meeting must be attended by at least 25 trust unitholders, or not less than half of all trust unitholders, and the trust

Enclosure 4 Page 11 unitholders present must collectively hold at least one third of all trust units sold by WHART to constitute a quorum.

In counting the votes of all trust unitholders who have the right to vote, the Company shall not count votes of trust unitholders who have a special interest in the subject matter of the resolution. The details of the trust unitholders with special interest in the subject matter are as specified in the List of Trust Unitholders as appeared in Enclosure 15.

1.7 Value of assets to be : The value of the Additional Investment Assets will not exceed Baht invested 4,464,500,000 (exclusive of value added tax, registration fees, specific business tax, other relevant fees and expenses). Furthermore, for WHA Mega Logistics Center (Rama 2 Km. 35 Phase 1), WHART will have the right to renew the properties lease agreement for another 30-year term with the rent for the renewed lease term of Baht 50,000,000 (payable upon the renewal of the lease agreement and exclusive of value added tax, registration fees, specific business tax, other relevant fees and expenses). Such value has been appraised by the two independent appraisers namely Southeast Asia International Company Limited and Grand Asset Advisory Company Limited, whereby the two independent appraisers have appraised the value through income approach. In this regard, the investment price is not higher than the lowest total appraisal value as from the appraisal report of the lowest appraised value of asset obtained from the appraiser company by more than 10 percent.

1.8 Criteria for determining the : 1. The value of the Additional Investment Assets will be determined value of the consideration by the rate of return from rent and the appraised values obtained from the appraisal report of the two independent appraisers.

2. The property management fee will be calculated with reference to the estimate of the actual expenses of the property manager for property management together with the fixed profits as stipulated annually but shall not exceed 3 percent per year of the net asset value (NAV) of WHART.

Enclosure 4 Page 12 1.9 Benefits from the investment : The investment will increase stability of the income from rent and in assets turnover of WHART, and will also increase the diversification of risk in the procurement of benefits from immovable properties, as well as the diversification of the sources of income for WHART.

1.10 Source of funds for the : From the issuance and offer for sale up to approximately not exceeding investment in the Additional 299,180,000 additional trust units, a loan and the security deposit for Investment Assets rent and service fees for the Additional Investment Assets. The details of the issuance and offer for sale of additional trust units, a loan and the security deposit for rent and service fees for the Additional Investment Assets will be provided in the trust unitholders’ meeting invitation letter for approval of the transaction.

1.11 Approval of the transaction : The entering into the transaction above requires approval from the trust unitholders’ meeting of WHART by a vote of not less than three-fourth of all votes of trust unitholders attending the meeting and having the right to vote. The meeting of the trust unitholders for the consideration and approval of such agenda must be attended by at least 25 trust unitholders or not less than half of all trust unitholders, and the unitholders present must collectively hold at least one-third of all trust units sold by WHART to constitute a quorum.

Provided that the counting of such votes of all trust unitholders having the right to vote, the Company will not include the votes from the trust unitholders with a special interest in the transaction. The details of the trust unitholders with a special interest in the proposed transaction for resolution are specified in the List of Trust Unitholders as appeared in Enclosure 15.

1.12 Opinion of the REIT : 1. The Company is of the opinion that the investment in Additional Manager’s Board of Directors Investment Assets is for the best benefit of WHART since the regarding the entering into Additional Investment Assets have the capability to generate the transaction and the income which will increase the benefit of WHART and may increase

Enclosure 4 Page 13 comparison of the stability of the income from rent and turnover of WHART, and reasonableness between will also increase the diversification of risk in the procurement of entering into the transaction benefits from immovable properties, as well as the diversification of with the related party and the the sources of income for WHART, thereby the said investment will third party make benefit to WHART and the trust unitholders. In addition, the determination of the final price for the investment in the Additional Investment Assets from the Asset Owners, WHART will refer to the appraised value of the Additional Investment Assets as assessed by independent appraisers approved by the Office of the SEC, and taking into account other relevant factors. The Company is of the opinion that the value of the Additional Investment Assets which is determined to be not exceeding Baht 4,464,500,000 (exclusive of value added tax, registration fees, specific business tax, other relevant fees and expenses), and for WHA Mega Logistics Center (Rama 2 Km. 35 Phase 1), WHART will have the right to extend the lease period for another 30-year term having the rent for the extended lease period in the amount of Baht 50,000,000 (payable on the date of extension of the lease, which is exclusive of value added tax, registration fees, specific business tax, other relevant fees and expenses), which is a price that is not higher than the lowest total appraisal value obtained from the appraisal report no more than 10 percent, is a reasonable price and is a fair and appropriate rate.

2. As for the Property Manager’s remuneration, to consider the reasonableness of the Property Management Fee which WHA shall collect from WHART, the REIT Manager has compared the WHA’s Property Management Fee to be collected from WHART with the Property Management Fee of other property funds, and with the Property Management Fee for the management of WHART’s current properties. The REIT Manager is of the opinion that such fee is fair and reasonable, and since WHA is the owner and the manager in the Additional Investment Assets from the beginning and is one of

Enclosure 4 Page 14 the operators in Thailand who has experience and expertise in the management of warehouse buildings, distribution centers, and factory buildings, with the expertise in the management, administrative, and equipped with the experienced and effective working teams. WHA is the Property Manager who is proficient and experienced, as well as well familiar with the properties to be invested by WHART. The appointment of WHA as the Property Manager for the Additional Investment Assets shall be a transaction for the utmost benefit of WHART.

The Property Management Fee shall be calculated on the same criteria as the criteria used for the calculation of the Property Management Fee for the Initial Investment, the First Additional Investment and the Second Additional Investment of WHART, the conversion of WHAPF into WHART, and the investment in additional assets after the conversion of WHAPF.

In addition, none of the REIT Manager’s directors is deemed as person having conflict of interest with WHART or person related to the sale, lease, sublease of assets to WHART and the undertaking as the Property Manager of the Additional Investment Assets in this time.

1.13 Dissenting opinion of the : None. Audit Committee and/or the director of the Management Company and the REIT Manager which is different from the opinion of the Board of Directors of the Management Company and the REIT Manager

Enclosure 4 Page 15

2. The Allocation of Trust Units to WHA and/or WHA’s Associated Persons

2.1 Transaction date : After obtaining the approval from trust unitholders meeting of WHA and the Office of the Securities and Exchange Commission (the “Office of the SEC”) for related issues, and all the additional trust units of WHART have been issued and offered for sale.

2.2 Counterparty and : WHA Corporation Public Company Limited (“WHA”), which is a relationship with WHART shareholder, holding approximately 99.99 percent of WHA Real Estate Management Company Limited, which is the REIT Manager of WHART, and is one of the major trust unitholders of WHART, and the current property manager of WHART.

2.3 Interest of the party related to : WHA is the interested person by being a shareholder, holding the REIT Manager approximately 99.99 percent of WHA Real Estate Management Company Limited, which is the REIT Manager of WHART, and is one of the major trust unitholders of WHART.

2.4 General characteristics of the : The trust units will be specifically allocated to WHA and/or WHA’s transaction associated persons. The number of trust units to be allocated to WHA and/or WHA’s associated persons, when combined with the portion offered for sale to the existing trust unitholders, shall not exceed 15 percent of all trust units to be issued and offered for sale at this third capital increase.

2.5 Size of the transaction : Approximately not exceeding Baht 450,000,000 (calculated from 15 percent of maximum capital raised from trust unitholders in case that the total value of the investment in the Additional Investment Assets by WHART is not exceeding Baht 4,464,500,000 which is exclusive of value added tax, registration fees, specific business tax, other relevant fees and expenses).

Enclosure 4 Page 16 The aforementioned transaction, having combined with the size of the transaction of the investment in the main Additional Investment Assets (Transaction No. 1) will be considered as related party transaction between WHART and the party related to the REIT Manager, with a value equivalent to or greater than Baht 20,000,000 and exceeding 3 percent of the net asset value of WHART. Such transaction must be approved in the trust unitholders’ meeting by affirmative votes of not less than three-fourths of all trust units of the trust unitholders attending the meeting and having the right to vote, and the resolution of the unitholders meeting of the aforementioned transaction must not have the dissenting vote of more than 10 percent of all trust units of the trust unitholders attending the meeting and having the right to vote, pursuant to the Trust Deed of WHART and the Notification of the Office of the Securities and Exchange Commission No. SorRor. 26/2555 Re: Provisions relating to Particulars, Terms and Conditions in a Trust Instrument of Real Estate Investment Trust.

The meeting of the trust unitholders for the consideration and approval of such agenda must be attended by at least 25 trust unitholders or not less than half of all trust unitholders, and the unitholders present must collectively hold at least one-third of all trust units sold by WHART to constitute a quorum.

Provided that the counting of such votes of all trust unitholders having the right to vote, the Company will not include the votes from the trust unitholders with a special interest in the transaction. The details of the trust unitholders with a special interest in the proposed transaction for resolution are as specified in the List of Trust Unitholders as appeared in Enclosure 15.

2.6 Criteria for determining the : The price of the trust units to be offered for sale at this time will be trust unit subscription fee to determined with reference to the appraised value of the assets, as be paid by WHA and/or assessed by independent appraisers approved by the Office of the WHA’s Associated Persons SEC, and taking into account other relevant factors, including: (1)

Enclosure 4 Page 17 conditions of the capital and financial markets during the offer for sale of the trust units, (2) the appropriate rate of return for investors, (3) the commerciality of the assets, (4) interest rates, both domestically and on the global market, (5) the rate of return on investments in equity instruments, bonds and other investment options, and (6) results from the survey of institutional investors (Bookbuilding).

2.7 Benefits from the allocation of : WHART is able to precisely determine specific subscribers of trust trust units to WHA and/or units. WHA’s Associated Persons

2.8 Approval of the transaction : The entering into the transaction above requires approval from the trust unitholders’ meeting of WHART by a vote of not less than three-fourth of all votes of trust unitholders attending the meeting and having the right to vote, and the dissenting votes shall not be more than 10 percent of all trust units of trust unitholders attending the meeting and having the right to vote.

Provided that the counting of such votes of all trust unitholders having the right to vote, the Company will not include the votes from the trust unitholders with a special interest in the transaction. The details of the trust unitholders with a special interest in the proposed transaction for resolution are as specified in the List of Trust Unitholders as appeared in Enclosure 15.

2.9 Opinion of the REIT : Ratio of the allocation of trust units to WHA and/or WHA’s associated Manager’s Board of Directors persons is reasonable due to the fact that the ratio of the allocation will

Enclosure 4 Page 18 regarding the entering into not result in WHA and/or WHA’s associated persons holding the trust the transaction and the units in a way that it has voting right to control votes in the trust comparison of unitholders’ meeting. Criteria of determination of the offering price of reasonableness between trust units is the same as the criteria of determination of the offering entering into the transaction price of trust units offered to the existing trust unitholders and to the with the related party and the general public. third party

2.10 Dissenting opinion of the : None. Audit Committee and/or the director of the Management Company and the REIT Manager which is different from the opinion of the Board of Directors of the Management Company and the REIT Manager

Enclosure 4 Page 19 3. Related Information

3.1 Previous Related Party : 1. In the initial investment of WHART, WHA sold the assets of 2 Transactions projects to WHART, which are (1) WHA Ladkrabang Distribution Centre Phase 1 and WHA Ladkrabang Distribution Center Phase 2, and (2) WHA Mega Logistics Center (Bangna-Trad Km. 23), and WHA lease the assets of WHA Mega Logistics Center (Bangna-Trad Road Km. 18) to WHART, at the value of Baht 4,385,243,552 (exclusive of value added tax and the relevant registration fee) for all 3 projects. 2. WHART hired WHA to be its Property Manager for the initial investment assets of WHART, whereby the Property Management Fee consists of the actual expenses and the fixed profit as stipulated annually. Provided that the Property Management Fee shall not exceed 3 percent of the Net Asset Value (NAV) of WHART. 3. In this first additional investment of WHART, WHA sold the assets of 2 projects to WHART, which are (1) WHA Mega Logistics Center (Chonlaharnpichit Km. 4) and (2) WHA Mega Logistics Center (Saraburi), and WHA lease the assets of WHA Mega Logistics Center (Wang Noi 61) to WHART, at the value of Baht 4,645,912,801.56 (exclusive of value added tax and the relevant registration fee) for all 3 projects. 4. WHART hired WHA to be its Property Manager for the First Additional Investment Assets, whereby the Property Management Fee consists of the actual expenses and the fixed profit as stipulated annually. Provided that the Property Management Fee shall not exceed 3 percent of the Net Asset Value (NAV) of WHART. 5. In the second additional investment of WHART, WHA sold the assets of WHA Mega Logistics Center (Ladkrabang) to WHART, and WHA lease the assets of WHA Mega Logistics Center (Chonlaharnpichit Km. 5) to WHART, at the value of Baht

Enclosure 4 Page 20 4,190,000,000 (exclusive of value added tax and the relevant registration fee) for all 2 projects. 6. WHART hired WHA to be its Property Manager for the Second Additional Investment Assets, whereby the Property Management Fee consists of the actual expenses and the fixed profit as stipulated annually. Provided that the Property Management Fee shall not exceed 3 percent of the Net Asset Value (NAV) of WHART. 7. In the third additional investment of WHART after the conversion of WHAPF, WHA sold the assets of 2 projects to WHART, which are (1) WHA Mega Logistics (Lumlukka) and (2) Omada Aerospace Factory (Rayong), and WHA lease the assets of 2 projects to WHART, which are (1) WHA Mega Logistics Center (Bangna-Trad Km.19) (excluding Building C and M) and (2) WHA Mega Logistics Center (Chonlaharnpichit Km. 3), at the value of Baht 3,090,000,000 (exclusive of value added tax and the relevant registration fee) for all 4 projects. 8. WHART hired WHA to be its Property Manager for the assets that WHART received from the conversion of WHAPF into WHART and the additional assets after the conversion of WHAPF, whereby the Property Management Fee consists of the actual expenses and the fixed profit as stipulated annually. Provided that the Property Management Fee shall not exceed 3 percent of the Net Asset Value (NAV) of WHART.

3.2 List of the management and : 1. List of management the first 10 trust unitholders The Board of Directors of the Company, as the REIT Manager as at the Record Date of WHART, consists of Mr. Piyapong Pinthuprapa Mr. Thanapatr Anantaprayoon Mr. Rachata Trachuwanich Ms. Piyawan Laokosakul

Enclosure 4 Page 21 Ms. Nawanrinee Sooviniswong Mr. Suphot Sutthiprapa

2. The first 10 trust unitholders as at the Record Date (as of 16 May 2018) are as specified in the List of Trust Unitholders as appeared in Enclosure 15.

3.3 The Summarized Financial : Please consider the details as appeared in the attachment below. Information

3.4 The Summarized Appraisal of : Please consider the details as appeared in the attachment below. the Properties

Enclosure 4 Page 22 Attachment The Summarized Financial Information of WHART

Balance Sheet as at 31 December as at 31 December Unit : Thousand Baht 2016 2017 Assets Investment Fund at Fair Price 13,264,444.70 26,295,464.24 Cash and Cash Equivalents 285,655.65 787,127.51 Deferred Expenses 246,295.26 356,935.84 Accrued Income under Operating Lease Agreement 25,314.03 236,641.26 VAT to be Retrieved 61,100.29 89,723.96 Other Assets 39,740.36 48,565.51 Total Assets 13,922,550.29 27,814,458.33 Debt Revenue from Rental Fee and Service Fee Received in 8,689.61 106,364.97 Advance Deposit from Customers 373,344.54 882,438.13 Loan from Financial Institutes – Net 3,845,622.97 7,506,847.41 Accrued Expenses 139,874.55 169,841.86 Other debt 14,032.45 49,645.94 Total Debt 4,381,564.12 8,715,138.31 Net Assets 9,540,986.17 19,099,320.02 Net Assets consists of Capital received from Trust Unitholders 9,466,649.93 18,927,083.48 Retained Earnings (Loss) 74,336.24 172,236.54 Net Assets 9,540,986.17 19,099,320.02 Net Assets Per Unit (Baht) 9.8144 9.7248 Total Amount of Trust Units Sold at the End of the Period 972,142,000 1,963,977,172 (Unit)

Enclosure 4 Page 23 Profit and Loss Statement FY 2016 FY 2017 Unit : Thousand Baht Revenue from Investments Revenue from Rental Fee and Service Fee 648,473.04 1,001,941.60 Revenue from Interest 2,636.51 19,035.98 Revenue from Rental Fee and Service Fee 57,825.23 58,390.22 Revenue from Interest 823.34 840.53 Total Revenue 709,758.12 1,080,208.34 Expense Management Fee 15,137.40 23,299.05 Supervisor Fee 15,137.40 22,528.77 Registrar Fee 3,112.43 4,185.93 Property Management Fee 10,100.73 21,699.65 Other Expenses 70,274.36 104,522.35 Total Expense 113,762.30 176,235.75 Net Revenue from Investments Before Financial Expenses 595,995.82 903,972.59 Financial Expenses Interest 120,811.38 176,307.23 Net Revenue from Investments 475,184.44 727,665.36 Net Profit (Losses) from Investment Fund Net Profits from Sale of Investment Fund - 343.65 Unrealized Net Losses from Valuation of Investment Fund (95,380.45) (49,500.30) Net Losses from Investment Fund (95,380.45) (49,156.65) Increase in Net Assets from Operation for the Period 379,803.99 678,508.71

Cash Flow Statement FY 2016 FY 2017 Unit : Thousand Baht Total Cash (Used in) Received from Business Operation (3,593,262.72) (2,313,466.12) Total Cash (Used in) Received from Fund Raising 3,618,483.55 2,104,343.11 Net Increase (Decrease) of Cash and Cash Equivalents 25,220.82 (209,123.01)

Enclosure 4 Page 24 Management Financial Ratio and Additional Management FY 2016 FY 2017 Information Net Assets Per Unit (Baht) 9.8144 9.7248 Increase in Net Assets from Operation for the Period Per 0.3907 0.3455 Unit (Baht) EBITDA to Total Assets (percentage) 4.28 3.25 Debt to Total Assets Ratio (percentage) 31.47 31.33 Debt to Net Assets Ratio (percentage) 45.92 45.63

Remarks On 26 February 2018, the meeting of the Board of Directors of WHA Real Estate Management Company Limited, which is the REIT Manager of WHART unanimously approved as follows: 1. To reduce the capital of WHART by decreasing the value of the trust units at the rate of Baht 0.0115 per trust unit (by decreasing the par value of the trust unit from Baht 9.2861 per trust unit to Baht 9.2746 per trust unit) to distribute to the trust unitholders. The date for making the distribution from the said reduction to the trust unitholders is scheduled to be on 23 March 2018. The distribution of this capital reduction proceeds is to pay the exceeding liquidity from non-cash item from the fund set-up expense and cash from value added tax refund, the calculation period for which is from 1 November 2017 to 31 December 2017. 2. To pay the dividend at the rate of Baht 0.0865 per trust unit, from the performance from 1 November 2017 to 31 December 2017. The date scheduled for dividend payment from those performances mentioned above is 23 March 2018. 3. The Company prescribed the book closing date to determine the right to receive the capital reduction proceeds and the dividend is 12 March 2018.

Enclosure 4 Page 25 The Summary of Appraisal Report of the Property Appraisers

The two independent appraisers, which are SouthEast Asia International Company Limited and Grand Asset Advisory Company Limited, have appraised the assets in which WHART will conduct its additional investment at this time which are warehouses and factory buildings for rent with office spaces in the total of 4 projects, with the total approximate leasable building area of 156,534.61 square meters, approximate leasable car parking area of 13,822.00 square meters, and approximate leasable rooftop area of 35,212.00 square meters, situated on land with approximate total area of 172 rai 1 ngan 94.00 square wah. Whereby the appraisal report of the property appraisers can be summarized as follows: Leasable Area Appraised Price Area (Square Meter) By Income Approach (Baht) Project (Rai-Ngan- Warehouses SouthEast Asia Grand Asset Car Parking Square Wah) and Office Rooftop Area International Advisory Company Area Buildings Company Limited Limited 1. WHA Mega Logistics Center 17-1-508 14,084.00 9,100.00 4,858.00 656,300,000 735,000,000 (Rama 2 Km. 35 Phase 1) located at Bangkajao Subdistrict, Mueang Samut Sakhon District, Samut Sakhon 2. Central WHA Mega Logistics Center 96-1-449 86,223.61 - - 2,234,000,000 2,198,000,000 (Wangnoi 63) located at Bo Ta Lo Subdistrict and Lam Ta Sao Subdistrict, Wangnoi District, Phra Nakhon Si Ayutthaya

8 The said land area is a part of the total land area as appeared in the title deed. Currently, this land parcel is under the process of cadastral surveying. 9 This land parcel is under the process of cadastral surveying.

Enclosure 4 Page 26 Leasable Area Appraised Price Area (Square Meter) By Income Approach (Baht) Project (Rai-Ngan- Warehouses SouthEast Asia Grand Asset Car Parking Square Wah) and Office Rooftop Area International Advisory Company Area Buildings Company Limited Limited 3. WHA KPN Mega Logistics Center 43-3-06 39,607.00 26,112.00 - 835,600,000 863,000,000 (Bangna-Trad Km. 23) located at Bang Sao Thong Subdistrict, Bang Sao Thong District, Samut Prakan 4. DSG HSIL 15-0-010 16,620.00 - 8,964.00 450,000,000 462,000,000 located at Bualoy Subdistrict, Nong Khae District, Saraburi Total 172-1-94.00 156,534.61 35,212.00 13,822.00 4,175,900,000 4,258,000,000

Remarks - Immoveable properties appraised price by SouthEast Asia International Company Limited pursuant to the immoveable properties appraisal report dated 26 April 2018 by (price as at 1 January 2019, the expected investment date of WHART in the Additional Investment Assets will be 1 January 2019) - Immoveable properties appraised price by Grand Asset Advisory Company Limited pursuant to the immoveable properties appraisal report dated 26 April 2018 by (price as at 1 January 2019, the expected investment date of WHART in the Additional Investment Assets will be 1 January 2019)

10 This land parcel is under the process of cadastral surveying.

Enclosure 4 Page 27 Enclosure 5

(Translation)

Information Memorandum on WHART’s Related Party Transaction (Persons Related to the Trustee)

1. Transaction date : After obtaining the approval from the trust unitholders' meeting and the Office of the Securities and Exchange Commission (the "Office of the SEC") for the related issues and the parties to the agreements in relation to the loan of WHART have already satisfied all of the condition precedents of such agreements.

2. Counterparty and : Persons related to the Trustee, which may be securities companies, relationship with WHART commercial banks, financial institutions and/or insurance companies that are related to the Trustee pursuant to relevant laws and regulations.

3. Characteristics of the : Persons related to the Trustee, as persons whom WHART wishes to obtain a interest of persons loan for acquisition and payment of rent of the Additional Investment Assets. related to the Trustee

4. General characteristics : WHART will obtain a loan from a person related to the Trustee and will invest of the transaction the amount received from the said loan in the Additional Investment Assets and working capital of WHART.

5. Conditions for the loan : Total long term and/or short term loan amount of not exceeding Baht 1,780,000,000, with the conditions and material details as specified in the invitation letter for the trust unitholders' meeting.

6. Size of the transaction : A total loan amount of approximately not exceeding Baht 1,780,000,000, and consideration with the interest rate, the interest payment as agreed upon by WHART and lenders and as specified in the filing for the offering of trust units and the prospectus for the offering of trust units.

7. Criteria for determining : The conditions of the loan, including the interest rate and the interest the value of the payment will be reasonable and will not prejudice the interest of WHART. consideration The transaction will be conducted on an arm's length basis, and the

Enclosure 5 Page 1

transaction costs imposed on WHART will be fair and reasonable, in comparison to the interest rate / consideration paid by WHART in the past, and the rate charged on other borrowers / service providers. Parties with a special interest in the transaction shall not be involved in the decision to enter such transaction. The entry into such transactions will primarily take into account the benefits of WHART and trust unitholders, such as the consideration, amount, interest rate, term of the loan and term of payment, etc. Provided that if a loan is obtained from Persons Related to the Trustee, the interest rate of the first year shall not exceed the percentage rate of MLR – 1.5 per annum, except for some exceptional cases which shall be as specified in the loan agreement accordingly.

8. Benefits from the loan : Create a suitable debt-to-equity ratio for the funds to be invested in the Additional Investment Assets and for the working capital of WHART that is in accordance with the prevailing conditions of the financial and capital and debt markets.

9. Approval of the : This matter shall be obtained an affirmative vote from the trust unitholders’ transaction meeting of not less than the majority vote which is exceeding the half of all trust units of the trust unitholders attending the meeting and having the right to vote and this matter might be deemed as a conflict of interest between WHART and the Trustee, therefore, the trust unitholders’ meeting shall not resolved with the dissenting votes of more than one-fourth of all trust units sold. Provided that the counting of such votes of all trust unitholders having the right to vote, the Company will exclude the votes from Persons Related to the Trustee in the proposed transaction.

The details of the trust unitholders having conflict of interests in the proposed transaction for resolution are specified in the List of Trust Unitholders as appeared in Enclosure 15.

10. Opinion of the REIT : The Company is of the opinion that the loan for the investment of WHART in Manager’s Board of the Additional Investment Assets will be beneficial to the trust unitholders as Directors regarding the it will enable the additional effectiveness of WHART’s financial management

Enclosure 5 Page 2

entering into the structure and lowering the cost of investment, resulting in the enhanced transaction and the yield for the trust unitholders of WHART. In addition, the Company has also comparison of taken into account the risk management on WHART’s liquidity, also the reasonableness between interest rate payable by WHART on this loan is at the rate similar to the entering into the Minimum Loan Rate offering by most commercial banks in the country to transaction with the their clients of the similar industry and with similar conditions (e.g. rights related party and the between creditor and shareholders/trust unitholders, and other risk factors), third party which is substantially lower than the cost of equity of WHART. In addition, the terms of loan offered to WHART is also including the grace period of 5 years for the principle repayment, and the Company deems that entering into the loan transaction by WHART with the Related Party of the Trustee does not cause any conflict of interests or prejudice any interests of WHART, as it will be on an arm's length basis and beneficial to the trust unitholders.

11. Dissenting opinion of the : None. Audit Committee and/or the director of the Management Company and the REIT Manager which is different from the opinion of the Board of Directors of the Management Company and the REIT Manager

12. Previous Related Party : 1. Related Party of the Trustee, being Kasikorn Bank Public Company Transactions Limited, is the lender for the Initial Investment Assets, with the long-term credit facility of Baht 1,370 Million and/or the short-term credit facility of not exceeding Baht 100 Million at the interest rate for the period of 1st- 5th year of not exceeding MLR-2.00 percent per annum. 2. Related Party of the Trustee, being Kasikorn Bank Public Company Limited and Muang Thai Life Assurance Public Company Limited, are

Enclosure 5 Page 3

the lenders for the First Additional Investment Assets, with the long-term credit facility of Baht 1,350 Million and/or the short-term credit facility of not exceeding Baht 50 Million at the interest rate for the period of 1st-5th year of not exceeding MLR-1.50 percent per annum. 3. Related Party of the Trustee, being Kasikorn Bank Public Company Limited, is the lender for the Second Additional Investment Assets, with the long-term credit facility of Baht 1,250 Million and/or the short-term credit facility of not exceeding Baht 50 Million at the interest rate for the period of 1st-5th year of not exceeding MLR-1.50 percent per annum. 4. Related Party of the Trustee, being Kasikorn Bank Public Company Limited, is the lender for the investment of WHART in the assets from the conversion of WHAPF into WHART and the investment in the additional assets after the conversion of WHAPF, with the long-term and/or short-term credit facility of not exceeding Baht 4,160 Million at the interest rate for the period of 1st-5th year of not exceeding MLR-1.50 percent per annum.

13. List of the management : 1. List of management and the first 10 trust The Board of Directors of the Company, as the REIT Manager of unitholders as at the WHART, consists of Record Date Mr. Piyapong Pinthuprapa Mr. Thanapatr Anantaprayoon Mr. Rachata Trachuwanich Ms. Piyawan Laokosakul Ms. Nawanrinee Sooviniswong Mr. Suphot Sutthiprapa

2. The first 10 trust unitholders as at the Record Date (as of 16 May 2018) are as specified in the List of Trust Unitholders as appeared in Enclosure 15.

14. The Summarized : Please consider the details as appeared in the attachment below Financial Information

Enclosure 5 Page 4

The Summarized Financial Information of WHART

Enclosure 5 Page 5

Profit and Loss Statement FY 2016 FY 2017 Unit : Thousand Baht Revenue from Investments Revenue from Rental Fee and Service Fee 648,473.04 1,001,941.60 Revenue from Interest 2,636.51 19,035.98 Revenue from Rental Fee and Service Fee 57,825.23 58,390.22 Revenue from Interest 823.34 840.53 Total Revenue 709,758.12 1,080,208.34 Expense Management Fee 15,137.40 23,299.05 Supervisor Fee 15,137.40 22,528.77 Registrar Fee 3,112.43 4,185.93 Property Management Fee 10,100.73 21,699.65 Other Expenses 70,274.36 104,522.35 Total Expense 113,762.30 176,235.75 Net Revenue from Investments Before Financial Expenses 595,995.82 903,972.59 Financial Expenses Interest 120,811.38 176,307.23 Net Revenue from Investments 475,184.44 727,665.36 Net Profit (Losses) from Investment Fund Net Profits from Sale of Investment Fund - 343.65 Unrealized Net Losses from Valuation of Investment Fund (95,380.45) (49,500.30) Net Losses from Investment Fund (95,380.45) (49,156.65) Increase in Net Assets from Operation for the Period 379,803.99 678,508.71

Enclosure 5 Page 6

Management Financial Ratio and Additional Management FY 2016 FY 2017 Information Net Assets Per Unit (Baht) 9.8144 9.7248 Increase in Net Assets from Operation for the Period Per 0.3907 0.3455 Unit (Baht) EBITDA to Total Assets (percentage) 4.28 3.25 Debt to Total Assets Ratio (percentage) 31.47 31.33 Debt to Net Assets Ratio (percentage) 45.92 45.63 Remarks On 26 February 2018, the meeting of the Board of Directors of WHA Real Estate Management Company Limited, which is the REIT Manager of WHART unanimously approved as follows: 1. To reduce the capital of WHART by decreasing the value of the trust units at the rate of Baht 0.0115 per trust unit (by decreasing the par value of the trust unit from Baht 9.2861 per trust unit to Baht 9.2746 per trust unit) to distribute to the trust unitholders. The date for making the distribution from the said reduction to the trust unitholders is scheduled to be on 23 March 2018. The distribution of this capital reduction proceeds is to pay the exceeding liquidity from non-cash item from the fund set-up expense and cash from value added tax refund, the calculation period for which is from 1 November 2017 to 31 December 2017. 2. To pay the dividend at the rate of Baht 0.0865 per trust unit, from the performance from 1 November 2017 to 31 December 2017. The date scheduled for dividend payment from those performances mentioned above is 23 March 2018. 3. The Company prescribed the book closing date to determine the right to receive the capital reduction proceeds and the dividend is 12 March 2018.

Enclosure 5 Page 7 Enclosure 6

(Translation)

(Revised Version. The amended contents are shown in underlined blue letter.)

(F53-4)

Capital Increase Report Form WHA Premium Growth Freehold and Leasehold Real Estate Investment Trust 27 April 2018

WHA Real Estate Management Company Limited (the "Company"), as the REIT Manager of WHA Premium Growth Freehold and Leasehold Real Estate Investment Trust ("WHART"), hereby reports the purpose of the capital increase and the allotment of additional trust units to be issued and offered for sale by WHART as follows.

1. Details of the capital increase

The Company plans to increase the capital of WHART by issuing and offering up to approximately not exceeding 299,180,000 additional trust units. When combined with WHART's existing 1,963,977,172 trust units, WHART will have a total of up to not exceeding 2,263,157,172 trust units, with a par value of Baht 9.2746 per unit. In addition to the proceed received from the said capital increase of WHART through the issuance and offer for sale of additional trust units, WHART will obtain a long-term and short-term loan amount of up to approximately not exceeding Baht 1,780,000,000, and will use the security deposits from the rent and service fees of Additional Investment Assets (as defined herein), equaling approximately Baht 45,000,000, to enable WHART to invest up to not exceeding Baht 4,464,500,000 in the Additional Investment Assets. The investment price is exclusive of value added tax, registration fees, specific business tax, other relevant fees and expenses.

2. Allotment of additional trust units to be issued and offered for sale

The Company expects to allot up to not exceeding 299,180,000 additional trust units issued and offered for sale. The price of the trust units to be offered for sale at this time will be determined with reference to the appraised value of the assets, as assessed by an independent appraisers approved by the Office of the SEC, and taking into account other relevant factors, including: (1) conditions of the capital and financial markets during the offer for sale of the trust units, (2) the appropriate rate of return for investors, (3) the commerciality of the assets, (4) interest rates, both domestically and on the global market, (5) the rate of return on investments in equity instruments, debt instruments, and

Enclosure 6 Page 1

other investment options, and (6) results from the survey of institutional investors (Bookbuilding). The details are as follows.

2.1 Details of the allotment of additional trust units

The Company expects to issue and offer for sale up to not exceeding 299,180,000 additional trust units, divided into three portions as follows.

Third Portion To allocate the outstanding additional trust units after the offering for sale in the First Portion and the Second Portion to: (1) persons on a private placement basis (Private

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Placement) including institutional investors and specific investors, who are not the existing trust unitholders of WHART according to the notifications of the Office of the SEC, and are not connected persons of the owners of the immovable property according to the relevant notifications of the Securities and Exchange Commission, and/or (2) the general public (Public Offering), as it deems appropriate, according to the Notification of the Capital Market Supervisory Board No. Tor Thor. 27/2559 Re: Rules, Conditions, and Procedures for Securities Underwriting, and other related notifications.

The following table is a summary of the allotment details of the additional trust units of WHART issued and offered for sale:

Allotted to Number of Ratio Price Date and Time for Remarks Trust Units (Old : New) (Baht per Unit) Subscription and Payment First Portion To be Not less than To be To be To be determined (1), (2),(5), (6), and offered to existing trust 50 percent of determined(3) determined (2) and after obtaining the approval for the unitholders whose all trust units approval from the capital increase of names appear in the issued and Office of the SEC WHART from the register book of the offered for trust unitholders' trust unitholders sale(2) meeting shall be (Rights Offering) or to obtained. the specific group of general public who are existing trust unitholders whose names appear in the register book of the trust unitholders (Preferential Offering)

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Allotted to Number of Ratio Price Date and Time for Remarks Trust Units (Old : New) (Baht per Unit) Subscription and Payment Second Portion To be When - To be To be determined (4), (6), and the offered to WHA and/or combined determined (2) and after obtaining approval for the WHA’s associated with the First approval from the capital increase of persons Portion, not Office of the SEC WHART from the exceeding 15 trust unitholders' percent of all meeting shall be trust units to obtained. be issued and offered for sale Third Portion To be Outstanding - To be To be determined (2), (5), (6), and the offered to (1) persons trust units determined (2) and after obtaining approval for the on a private placement from the approval from the capital increase of basis (Private offering to Office of the SEC WHART from the Placement) , including existing trust trust unitholders' institutional investors unitholders in meeting shall be and specific investors the First obtained. who are not the Portion and existing trust Second Portion unitholders according to the notifications of the Office of the SEC, and are not connected persons of the owners of the immovable property according to the relevant notifications of the Securities and Exchange Commission, and/or (2) the general public (Public Offering)

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Remarks:

(1) The date of determination of the list of trust unitholders eligible to subscribe for additional trust units (Record Date) will be determined after obtaining the approval from the trust unitholders' meeting to increase the capital of WHART.

(2) The number and the price of the trust units to be offered for sale at this time will be determined with reference to the appraised value of the assets, as assessed by an independent appraisers approved by the Office of the SEC, and taking into account other relevant factors, including: (1) conditions of the capital and financial markets during the offer for sale of the trust units, (2) the appropriate rate of return for investors, (3) the commerciality of the assets, (4) interest rates, both domestically and on the global market, (5) the rate of return on investments in equity instruments, debt instruments, and other investment options, and (6) results from the survey of institutional investors (Bookbuilding).

(3) The offering ratio will be calculated from the total number of the existing trust units before the capital increase of WHART at this time, divided by the number of additional trust units to be issued and offered for sale in the First Portion, at the per unit price to be determined by the Company.

(4) The allocation of the additional trust units in the Second Portion, having combined with the size of the transaction of the investment in the Additional Investment Assets, will be considered as the transaction between WHART and persons related to the REIT Manager, with the value equivalent to or greater than Baht 20,000,000 and exceeding 3 percent of the net asset value of WHART, which requires affirmative votes of not less than three-fourths of all trust units of trust unitholders attending the meeting and having the right to vote, and the allocation of the additional trust units in the Second Portion must not have the dissenting votes of more than 10 percent of all trust units of trust unitholders attending the meeting and having the right to vote according to the Trust Deed and the Notification of the Office of the Securities and Exchange Commission No. SorRor. 26/2555 Re: Provisions relating to Particulars, Terms and Conditions in a Trust Instrument of Real Estate Investment Trust. Provided that the counting of such votes of all trust unitholders having the right to vote, the Company will not include the votes from the trust unitholders with a special interest in the transaction.

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(5) After the allotment of trust units in the First Portion to existing trust unitholders based on their entitlement, the Company shall allocate the remaining trust units to the existing trust unitholders who have declared their intention to subscribe to trust units in excess of the amount they are entitled to, as it deems appropriate, at the same time or after the allocation of trust units in the Third Portion. In the event that there are trust units outstanding after the offering for sale through a Private Placement and/or Public Offering, the Company reserves the right, as it deems appropriate, to allot the remaining trust units to the subscribers who are entitled to subscribe for the additional trust units in the First Portion and have declared their intention to subscribe to trust units in excess of the amount they are entitled to, at the same time or after the allocation of trust units in the Third Portion, as it deems appropriate.

(6) The Trustee and/or the Company shall have the power to: 1) determine other details of the offering for sale and the allocation of the additional trust units, including but not limited to, the number of trust units to be issued and offered for sale, structure of the final offering for sale, subscription period, allocation method, offering method, subscription ratio, offering ratio, offering price, condition and subscription method, including other condition and other details related to offering for sale, and the allocation of additional trust units to the existing trust unitholders, and the allocation method in case the existing trust unitholders subscribe to trust units in excess of the amount they are entitled to, including offering for sale and allocation of the outstanding trust units from public offering to other investors, and to have its discretion to consider offering for sale or allocating or denying the offering for sale or allocation of the additional trust units to any trust unitholders, or any investors, or trust unitholders who are American, Canadian, Japanese or any nationality other than Thai if such offering for sale or allocation of the additional trust units does not comply with the regulation related to offering for sale and allocation of trust unit enforced in Thailand or country of the trust unitholder’s nationality, or causes unreasonable burden and operation expenses, 2) determine the date on which the trust unitholders are entitled to subscribe for the additional trust units (Record Date), whereby the timeframe and other related details are to be notified through the Stock Exchange of Thailand for the trust unitholders to be informed, 3) negotiate, agree, prepare, execute, deliver and/or amend, change any applications, waivers and other supporting documents related to the allocation of trust units to be issued and offered for sale, including documents and/or any agreements relating thereto, appointment of financial adviser, underwriter, and subscription agent, including negotiate, contact and/or submit the applications, waivers and other supporting documents with the Office of the SEC, the Stock Exchange of Thailand, governmental agencies, or governmental organization, or other persons in relation thereto and in connection with the listing of the additional trust units

Enclosure 6 Page 6 as listed securities on the Stock Exchange of Thailand, etc., and 4) take any actions as necessary or relating thereto in all respects, including appointment and/or removal of any substitute to carry out the actions as mentioned above until its completion.

Option 2: The offer for sale and allocation method for the additional trust units in the third capital increase and the listing of trust units on the Stock Exchange of Thailand in case there is no offering for sale parts of trust units to WHA and/or WHA’s associated persons

The Company expects to issue and offer for sale up to not exceeding 299,180,000 additional trust units, divided into two portions as follows.

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the Securities and Exchange Commission, and/or (2) the general public (Public Offering), as it deems appropriate, according to the Notification of the Capital Market Supervisory Board No. Tor Thor. 27/2559 Re: Rules, Conditions, and Procedures for Securities Underwriting, and other related notifications.

The following table is a summary of the allotment details of the additional trust units of WHART issued and offered for sale:

Allotted to Number of Ratio Price Date and Time for Remarks Trust Units (Old : New) (Baht per Unit) Subscription and Payment First Portion To be Not less than To be To be To be determined (1), (2),(4), (5) and offered to existing trust 50 percent of determined(3) determined (2) and after obtaining the approval for the unitholders whose all trust units approval from the capital increase of names appear in the issued and Office of the SEC WHART from the register book of the offered for trust unitholders' trust unitholders sale(2) meeting shall be (Rights Offering) or to obtained. the specific group of general public who are existing trust unitholders whose names appear in the register book of the trust unitholders (Preferential Offering)

Second Portion To be Outstanding - To be To be determined (2), (4), (5), and the offered to (1) persons trust units determined (2) and after obtaining approval for the on a private placement from the approval from the capital increase of basis (Private offering to Office of the SEC WHART from the

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Allotted to Number of Ratio Price Date and Time for Remarks Trust Units (Old : New) (Baht per Unit) Subscription and Payment Placement) , including existing trust trust unitholders' institutional investors unitholders in meeting shall be and specific investors the First obtained. who are not the Portion existing trust unitholders according to the notifications of the Office of the SEC, and are not connected persons of the owners of the immovable property according to the relevant notifications of the Securities and Exchange Commission, and/or (2) the general public (Public Offering)

Remarks:

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(4) After the allotment of trust units in the First Portion to existing trust unitholders based on their entitlement, the Company shall allocate the remaining trust units to the existing trust unitholders who have declared their intention to subscribe to trust units in excess of the amount they are entitled to, as it deems appropriate, at the same time or after the allocation of trust units in the Second Portion. In the event that there are trust units outstanding after the offering for sale through a Private Placement and/or Public Offering, the Company reserves the right, as it deems appropriate, to allot the remaining trust units to the subscribers who are entitled to subscribe for the additional trust units in the First Portion and have declared their intention to subscribe to trust units in excess of the amount they are entitled to, at the same time or after the allocation of trust units in the Second Portion, as it deems appropriate.

(5) The Trustee and/or the Company shall have the power to: 1) determine other details of the offering for sale and the allocation of the additional trust units, including but not limited to, the number of trust units to be issued and offered for sale, structure of the final offering for sale, subscription period, allocation method, offering method, subscription ratio, offering ratio, offering price, condition and subscription method, including other condition and other details related to offering for sale, and the allocation of additional trust units to the existing trust unitholders, and the allocation method in case the existing trust unitholders subscribe to trust units in excess of the amount they are entitled to, including offering for sale and allocation of the outstanding trust units from public offering to other investors, and to have its discretion to consider offering for sale or allocating or denying the offering for sale or allocation of the additional trust units to any trust unitholders, or any investors, or trust unitholders who are American, Canadian, Japanese or any nationality other than Thai if such offering for sale or allocation of the additional trust units does not comply with the regulation related to offering for sale and allocation of trust unit enforced in Thailand or country of the trust unitholder’s nationality, or causes unreasonable burden and operation expenses, 2) determine the date on which the trust unitholders are entitled to subscribe for the additional trust units (Record Date), whereby the timeframe and other related details are to be notified through the Stock Exchange of Thailand for the trust unitholders to be informed, 3)

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negotiate, agree, prepare, execute, deliver and/or amend, change any applications, waivers and other supporting documents related to the allocation of trust units to be issued and offered for sale, including documents and/or any agreements relating thereto, appointment of financial adviser, underwriter, and subscription agent, including negotiate, contact and/or submit the applications, waivers and other supporting documents with the Office of the SEC, the Stock Exchange of Thailand, governmental agencies, or governmental organization, or other persons in relation thereto and in connection with the listing of the additional trust units as listed securities on the Stock Exchange of Thailand, etc., and 4) take any actions as necessary or relating thereto in all respects, including appointment and/or removal of any substitute to carry out the actions as mentioned above until its completion.

2.2 The Company’s plan in the event there is a fraction of a trust unit

3. Schedule for the trust unitholders’ meeting to approve the capital increase and allotment of additional trust units issued and offered for sale

The Extraordinary Trust Unitholders' Meeting No. 2/2018 will be held on 14 June 2018 at 14.00 hrs., at the Grand Fortune Room, 3rd Floor, The Grand Mercure Bangkok Fortune Hotel, 1 Ratchadaphisek Road, Dindaeng, Bangkok 10400, and the date of determination of the list of trust unitholders eligible

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to attend the Extraordinary Trust Unitholders’ Meeting of WHART No. 2/2018 (Record Date) to be on 16 May 2018.

4. Approval of the capital increase and allotment of additional trust units by a relevant governmental agency and the conditions thereto

After obtaining the approval from the trust unitholders for the capital increase of WHART for investing in Additional Investment Assets, the Company will seek the approval from the Office of the SEC on the capital increase of WHART.

5. Objectives of the capital increase and use of proceeds

To invest in the Additional Investment Assets in order to increase the source of income and increase the return to trust unitholders.

Details of Additional (1) WHA Mega Logistics Center (Rama 2 Km. 35 Phase 1), located at Investment Assets Bangkajao Subdistrict, Mueang Samut Sakhon District, Samut Sakhon - Leasehold right of a part of land represented by 1 title deed (title deed No. 134435), for an approximate leased area of 17 rai 1 ngan 50 square wah1 from WHA, with a lease term of 30 years commencing from the date that WHART will additionally invest in the asset, together with WHA’s promise to renew the lease for another 30-year term to WHART. - Leasehold right in warehouse, factory and office building in WHA Mega Logistics Center (Rama 2 Km. 35 Phase 1) in the amount of 1 building, with an approximate leasable area of 14,084 square meters, and approximate leasable rooftop area of 9,100 square meters, and an approximate leasable car park area of 4,858 square meters, including other structures and properties which are the component parts of the land and building, from WHA, with a lease term of 30 years commencing from the date that WHART will additionally invest in the asset, together with WHA’s promise to renew the lease for another 30-year term to WHART.

1 The said land area is a part of the total land area as appeared in the title deed. Currently, this land parcel is under the process of cadastral surveying.

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- Ownership of tools, equipment, and utility systems of the building and other properties relating to, in connection with, and necessary for the use of the land and warehouse, factory and office building of WHA Mega Logistics Center (Rama 2 Km. 35 Phase 1).

(2) Central WHA Mega Logistics Center (Wangnoi 63), located at Bo Ta Lo Subdistrict and Lam Ta Sao Subdistrict, Wangnoi District, Phra Nakhon Si Ayutthaya2 - Ownership of land represented by 3 title deeds (title deeds No. 30434, 45496 and 45497), with the land area according to the title deeds of 96 rai 1 ngan 44 square wah3. - Ownership of warehouse and office building in Central WHA Mega Logistics Center (Wangnoi 63) in the amount of 1 building, with an approximate leasable area of 86,223.61 square meters. - Ownership of structures and other properties which are the component parts of the land and building, tools, equipment, and utility systems of the building and other properties relating to, in connection with, and necessary for the use of the land and warehouse and office building of Central WHA Mega Logistics Center (Wangnoi 63).

(3) WHA KPN Mega Logistics Center (Bangna-Trad Km. 23). Located at Bang Sao Thong Subdistrict, Bang Sao Thong District, Samut Prakan4

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- Leasehold right of land represented by 1 title deed (title deed No. 21946) and leasehold right of a part of land represented by 3 title deeds (title deeds No. 5731, 21943 and 21944), for an approximate total leased area of 43 rai 3 ngan5, with a sublease term ending on 2 January 2044 or approximately 25 years from the date that WHART will additionally invest in the asset6. - Leasehold right in warehouse and office buildings in WHA KPN Mega Logistics Center (Bangna-Trad Km. 23) in the amount of 2 buildings (divided into 1 building as Building A (comprising of 3 compartments) and 1 building as Building B), with an approximate total leasable area of 39,607 square meters, and approximate total leasable rooftop area of 26,112 square meters, including other structures and properties which are the component parts of the land and buildings, with a lease term ending on 2 January 2044 or approximately 25 years from the date that WHART will additionally invest in the asset6. - Ownership of tools, equipment, and utility systems of the building and other properties relating to, in connection with, and necessary for the use of the land and warehouse and office buildings of WHA KPN Mega Logistics Center (Bangna-Trad Km. 23).

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(4) DSG HSIL, located at Bualoy Subdistrict, Nong Khae District, Saraburi - Ownership of land represented by 1 title deed (title deed No. 36360), with the land area according to the title deed of 15 rai7. - Ownership of warehouse, factory and office building in DSG HSIL in the amount of 1 building, with an approximate leasable area of 16,620 square meters, and approximate leasable car park area of 8,964 square meters. - Ownership of structures and other properties which are the component parts of the land and building, tools, equipment, and utility systems of the building and other properties relating to, in connection with, and necessary for the use of the land and warehouse, factory and office building of DSG HSIL.

The details of the Additional Investment Assets in accordance with item 1. to item 4. above can be summarized as follows:

Total land area 172 rai 1 ngan 94.00 square wah (only the portion to be invested in by WHART)

Total leasable building area of the approximately 156,534.61 square portion to be invested in by WHART meters

Total leasable car parking area of approximately 13,822.00 square the portion to be invested in by meters WHART

Total leasable rooftop area of the approximately 35,212.00 square portion to be invested in by WHART meters

7 This land parcel is under the process of cadastral surveying.

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equipment, and utility system in the buildings, and other relevant assets purchase price (exclusive of value added tax, registration fees, specific business tax, other relevant fees and expenses), and for WHA Mega Logistics Center (Rama 2 Km. 35 Phase 1), WHART will have the right to extend the lease period for another 30-year term having the rent for the extended lease period in the amount of Baht 50,000,000 (payable on the date of extension of the lease, which is exclusive of value added tax, registration fees, specific business tax, other relevant fees and expenses), which is a price that is not higher than the lowest total appraisal value obtained from the appraisal report no more than 10 percent (the details of assets specified in the filing for the offering of trust units and the prospectus for the offering of trust units for the investment in the additional assets No. 4 by WHART are to be considered as the assets which WHART will invest in). Before such investments are made by WHART, WHA, Central WHA Alliance, WHA KPN Alliance, and WHAVH (collectively referred to as the “Asset Owners”) will hold ownership and sub-leasehold rights in the Additional Investment Assets.

In addition, the Company wishes to appoint WHA, which holds 99.99 percent of total shares of the Company and being one of the major trust unitholders of WHART and the current property manager for the assets in which WHART is currently invested, as the property manager of the Additional Investment Assets.

6. Benefits which WHART will receive from the capital increase and the allotment of additional trust units issued and offered for sale

To enable WHART to enlarge its asset size, which will result in the diversification of investment risks. In addition, investing in the new assets will provide an opportunity for WHART to benefit from upside gains from the assets. The increase in the number of trust units will also increase the liquidity in the trading of trust units in the Stock Exchange of Thailand.

7. Benefits which the trust unitholders will receive from the capital increase and the allotment of additional trust units issued and offered for sale

The capital increase will enlarge the size of WHART and attract more investors. The Company expects that it will increase the trading liquidity for the trust units in the secondary market. WHART will also be able to increase the diversification of risk in the procurement of benefits from additional immovable properties, in addition to the immovable properties that WHART currently invests in.

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8. Other details necessary for the trust unitholders to consider and approve the capital increase/allotment of additional trust units issued and offered for sale

– None –

9. Schedule for the capital increase and allotment of additional trust units issued and offered for sale

9.1 The Company prescribes the date of determination of the list of trust unitholders eligible to attend the Extraordinary Trust Unitholders’ Meeting of WHART No. 2/2018 (Record Date) to be on 16 May 2018.

9.2 The Extraordinary Trust Unitholders' Meeting No. 2/2018 will be held on 14 June 2018 at 14.00 hrs., at the Grand Fortune Room, 3rd Floor, The Grand Mercure Bangkok Fortune Hotel, 1 Ratchadaphisek Road, Dindaeng, Bangkok 10400, for the approval of the capital increase of WHART, the allotment of additional trust units issued and offered for sale, and other related matters.

The Company hereby certifies that the information contained in this report form is accurate and complete in all respects.

Yours respectfully,

(Mr. Piyapong Pintuprapa) Director WHA Real Estate Management Company Limited REIT Manager

Enclosure 6 Page 17

Enclosure 7

(Translation)

Objectives and Rationale for the Capital Increase and Allotment of the Additional Trust Units Issued and Offered for Sale

The objective of establishment of WHA Premium Growth Freehold and Leasehold Real Estate Investment Trust (“WHART”) is to raise fund from investors to purchase and/or lease (including to sub-lease) immovable properties, as well as to modify and improve potential of immovable properties and seek for benefits from such immovable properties and/or dispose assets which WHART has invested in or has possessed, either by lease, sub-lease and/or sale or any other execution for the benefits of the assets, in order to generate income and returns to WHART and its trust unitholders.

Objectives of Investment in the Additional Investment Assets

In order to proceed in accordance with the aforementioned objectives, WHA Real Estate Management Co., Ltd. (the “Company”), in its capacity as the REIT Manager of WHART, therefore, wishes to carry out the third capital increase of WHART through the additional issuance and offer for sale of trust units, in order to use the fund raised therefrom, together with the loan and the security deposits for rent and service fees under the lease agreements and service agreements, for the investment in the assets to additionally invest in freehold, leasehold and sub-leasehold rights of lands and freehold or leasehold rights of warehouses, factories and offices and other structures located on such lands, as well as for the investment in other assets which are component parts of the said lands and buildings, tools, equipment, internal system of the buildings and other assets which are relevant, relating and necessary to the use of such lands, warehouses, factories and offices, from WHA Corporation Public Company Limited (“WHA”), Central WHA Alliance Company Limited (“Central WHA Alliance”), WHA KPN Alliance Company Limited (“WHA KPN Alliance”) and WHA Venture Holdings Company Limited (“WHAVH”) (collectively referred to as the “Asset Owners”). The details of the characteristics of the investment in immovable properties by WHART are as set out below:

(1) WHA Mega Logistics Center (Rama 2 Km. 35 Phase 1), located at Bangkajao Subdistrict, Mueang Samut Sakhon District, Samut Sakhon

(a) WHART will invest in leasehold right of a part of land represented by 1 title deed (title deed No. 134435), for an approximate leased area of 17 rai 1 ngan 50 square wah1, from WHA, with a lease term of 30 years commencing from the date that WHART will additionally invest

1 The said land area is a part of the total land area as appeared in the title deed. Currently, this land parcel is under the process of cadastral surveying.

Enclosure 7 Page 1 in the asset, together with WHA’s promise to renew the lease for another 30-year term to WHART.

(b) WHART will invest in leasehold right in warehouse, factory and office building in WHA Mega Logistics Center (Rama 2 Km. 35 Phase 1) in the amount of 1 building, with an approximate leasable area of 14,084 square meters, and an approximate leasable rooftop area of 9,100 square meters, and an approximate leasable car park area of 4,858 square meters, including other structures and properties which are the component parts of the land and building, from WHA, with a lease term of 30 years commencing from the date that WHART will additionally invest in the asset, together with WHA’s promise to renew the lease for another 30-year term to WHART.

Remarks: 1. At present, although the area of the warehouse, factory and office building of WHA Mega Logistics Center (Rama 2 Km. 35 Phase 1) has been fully occupied by a lessee, however, in the case where, on the date that WHART will additionally invest in the asset, the area of the warehouse, factory and office building is not fully occupied by the lessee, WHART will request WHA to pay 3 years rent to WHART for the unoccupied lease area of the warehouse, factory and office building for the period of 3 years from the date that WHART will additionally invest in the asset, or until there is a lessee during that period. The terms are in accordance with the Undertaking Agreement that WHART will enter into with WHA.

2. Currently, the leasable rooftop area is not occupied by a lessee. In this regard, if on the date that WHART will additionally invest in the asset, the leasable rooftop area is still not occupied by a lessee, WHART will request WHA to pay the rent to WHART for the unoccupied leasable rooftop area for a period of 25 years from the date that WHART will additionally invest in the asset, or until there is a lessee during that period. The terms are in accordance with the Undertaking Agreement that WHART will enter into with WHA. In this regard, during such payment of rent period by WHA, WHART shall give first right to WHA and/or persons related to WHA to lease the leasable rooftop area before any third party for a period of no less than 25 years

Enclosure 7 Page 2 from the date that WHART will additionally invest in the asset, and such rental rate shall not be less than the rental rate that WHA currently pays to WHART and equal to or not less than the rental rate proposed by any third party to WHART (if any) (the “Right to Lease Rooftop Area”).

3. The additional investment in WHA Mega Logistics Center (Rama 2 Km. 35 Phase 1) will be executed through agreements as follows, including any other relevant agreements:

3.1. A properties lease agreement (land, warehouse, factory and office building, including other structures) with WHA (the owner of land, building, including other structures);

3.2. A utility system, tools and equipment sale and purchase agreement with WHA (the owner of other properties in the said project); and

3.3. Mortgage agreement with WHA (to accept mortgage on properties as collateral for the additional 30-year lease).

(2) Central WHA Mega Logistics Center (Wangnoi 63), located at Bo Ta Lo Subdistrict and Lam Ta Sao Subdistrict, Wangnoi District, Phra Nakhon Si Ayutthaya2

2 Subject to the approval from the Office of the Securities and Exchange Commission (the “Office of the SEC”) and/or relevant authority, after the investment date and when Central WHA Alliance will develop the land owned by Central WHA Alliance locating near the land in which WHART will invest, WHART may register servitude right over certain part of land that WHART will invest in (Servient Property) to be used as walkway, road, drainage and for electricity, water, telephone, other utilities, and installation of name sign and advertising sign for the benefit of the land owned by Central WHA Alliance locating near the land that WHART will invest in (Dominant Property) at the expense of Central WHA Alliance. Nevertheless, in case WHART does not receive the approval from the Office of the SEC and/or relevant authority in registering the said servitude right, WHART may grant Central WHA Alliance and/or group companies of Central WHA Alliance the right to use certain part of land that WHART will invest in as walkway, road, drainage and for electricity, water, telephone, other utilities, and installation of name sign and advertising sign. The terms are in accordance with the Land, Building and Structures Sale and Purchase Agreement that WHART will enter into with Central WHA Alliance (who is the asset owner).

Enclosure 7 Page 3 (a) Ownership of land represented by 3 title deeds (title deeds No. 30434, 45496 and 45497), with the land area according to the title deeds of 96 rai 1 ngan 44 square wah3 will be transferred to WHART.

(b) Ownership of warehouse and office building in Central WHA Mega Logistics Center (Wangnoi 63) in the amount of 1 building, with an approximate leasable area of 86,223.61 square meters will be transferred to WHART.

Remarks: The additional investment in Central WHA Mega Logistics Center (Wangnoi 63) will be executed through agreements as follows, including any other relevant agreements:

(a) A land, building and structures sale and purchase agreement with Central WHA Alliance (who is the owner of such land and building and structures); and

(b) A utility system, tools and equipment sale and purchase agreement with Central WHA Alliance (the owner of other properties in the said project).

(3) WHA KPN Mega Logistics Center (Bangna-Trad Km. 23). located at Bang Sao Thong Subdistrict, Bang Sao Thong District, Samut Prakan

(a) WHART will invest in sub-leasehold right of land represented by 1 title deed (title deed No. 21946) and sub-leasehold right of a part of land represented by 3 title deeds (title deeds No. 5731, 21943 and 21944), for an approximate total leased area of 43 rai 3 ngan4, with a sublease term ending on 2 January 2044 or approximately 25 years from the date that WHART will additionally invest in the asset5.

(b) WHART will invest in leasehold right in warehouse and office buildings in WHA KPN Mega Logistics Center (Bangna-Trad Km. 23) in the amount of 2 buildings (divided into 1 building as Building A (comprising of 3 compartments) and 1 building as Building B), with an

3 This land parcel is under the process of cadastral surveying. 4 This land parcel is under the process of cadastral surveying. 5 WHART expects to invest in the additional assets within 1 January 2019.

Enclosure 7 Page 4 approximate total leasable area of 39,607 square meters, and approximate total leasable rooftop area of 26,112 square meters, including other structures and properties which are the component parts of the land and buildings, with a lease term ending on 2 January 2044 or approximately 25 years from the date that WHART will additionally invest in the asset5.

Remarks: 1. WHART will invest in WHA KPN Mega Logistics Center (Bangna-Trad Km. 23) under the condition that Top View Business Company Limited (as the owner of land in which WHART will additionally invest at this time), KPN Land Company Limited (as the holder of leasehold right in such land from Top View Business Company Limited) and WHA KPN Alliance (as the holder of the sub-leasehold right in such land from KPN Land Company Limited) agree to transfer rights and obligations, pursuant to Principal Lease Agreement (between Top View Business Company Limited and KPN Land Company Limited) or Land Sub-Lease Agreement (between KPN Land Company Limited and WHA KPN Alliance) (as the case may be) only to the extent of land portion in which WHART will additionally invest at this time, to WHART for the remaining lease period (Step-in), in case where KPN Land Company Limited or WHA KPN Alliance fails to comply with such lease agreements. The terms will be in accordance with the negotiation between WHART, Top View Business Company Limited, KPN Land Company Limited and WHA KPN Alliance under relevant agreements.

2. Currently, the areas of warehouse and office buildings of WHA KPN Mega Logistics Center (Bangna-Trad Km. 23) are not entirely leased to lessees. In this regard, WHART will request WHA or WHA KPN Alliance (who is the asset owner) to pay rent to WHART for the area of the warehouse and office buildings that have not been leased to lessees for a period of 3 years from the date that WHART will additionally invest in the asset or until there is a lessee during that period. The terms are in accordance with the Undertaking Agreement that WHART will enter into with WHA and WHA KPN Alliance (who is the asset owner).

Enclosure 7 Page 5 3. WHART will request WHA and WHA KPN Alliance to pay rent to WHART for the warehouse building No. A3/2 in WHA KPN Mega Logistics Center (Bangna-Trad Km. 23) which currently has Yusen Logistic (Thailand) Co., Ltd. as a lessee (whereby the lease agreement will expire on 15 July 2019) with condition that; in case when such lease agreement expires and the lessee does not renew the lease agreement or it is under the negotiation period to renew such lease agreement but the lessee does not pay rent, WHA or WHA KPN Alliance will pay rent to WHART for the period after such expiration date of lease agreement until there is a lessee or until the lessee pays rent (as the case may be) but shall not exceed 31 December 2019. The terms are in accordance with the Undertaking Agreement that WHART will enter into with WHA and WHA KPN Alliance (who is the asset owner).

4. Currently, the leasable rooftop area is not occupied by a lessee. In this regards, if on the date that WHART will additionally invest in the asset, the leasable rooftop area is still not occupied by a lessee, WHART will request WHA or WHA KPN Alliance to pay rent to WHART for the unoccupied leasable rooftop area for a period of 25 years from the date that WHART will additionally invest in the asset, or until there is a lessee during that period. Either party may pay the rent for the other party during such time so that such other party is released from the obligation to pay the rent. The terms are in accordance with the Undertaking Agreement that WHART will enter into with WHA and WHA KPN Alliance. In this regard, during such payment of rent period, WHART shall give first right to WHA or WHA KPN Alliance and/or persons related to WHA to lease the leasable rooftop area before any third party for a period of no less than 25 years from the date that WHART will additionally invest in the asset, and such rental rate shall not be less than the rental rate that WHA or WHA KPN Alliance currently pays to WHART and equal to or not less than the rental rate proposed by any third party to WHART (if any) (the “Right to Lease Rooftop Area”).

Enclosure 7 Page 6 will have the right to transfer the Right to Lease Rooftop Area and relevant obligations to persons related to WHA.

5. The additional investment in WHA KPN Mega Logistics Center (Bangna-Trad Km. 23) will be executed through agreements as follows, including any other relevant agreements:

(4) DSG HSIL, located at Bualoy Subdistrict, Nong Khae District, Saraburi

(a) Ownership of land represented by 1 title deed (title deed No. 36360), with the land area according to the title deed of 15 rai6 will be transferred to WHART.

(b) Ownership of warehouse, factory and office building in DSG HSIL in the amount of 1 building, with an approximate leasable area of 16,620 square meters, and approximate leasable car park area of 8,964 square meters will be transferred to WHART.

(c) Ownership of structures and other properties which are the component parts of the land and building, tools, equipment, and utility systems of the building and other properties relating to, in connection with, and necessary for the use of the land and warehouse, factory and office building of DSG HSIL will be transferred to WHART.

Remarks: 1. At present, although the area of the warehouse, factory and office building of DSG HSIL has been fully occupied by the lessee, however, in the case where on the date that WHART will additionally invest in the asset, the area of the warehouse, factory and office building is not fully occupied by a lessee, WHART will request WHA and WHAVH (who is the asset owner) to pay 3 years rent to WHART for the unoccupied lease area of the warehouse, factory and office building for the period of 3 years

6 This land parcel is under the process of cadastral surveying.

Enclosure 7 Page 7 from the date that WHART will additionally invest in the asset or until there is a lessee during that period. The terms are in accordance with the Undertaking Agreement that WHART will enter into with WHA and WHAVH (who is the asset owner).

2. The additional investment in DSG HSIL will be executed through a land, building and structures, including utility systems, tools and equipment sale and purchase agreement with WHAVH (who is the owner of such land and building and structures and other properties in the said project), including any other relevant agreements.

The assets in which WHART will additionally invest pursuant to (1) – (4) are collectively referred to as “Additional Investment Assets”. The details of the Additional Investment Assets shall be in accordance with Enclosure 2 and the details as stated in the Registration Statement for the offer for sale of trust units and the Prospectus for the offer for sale of trust units for the investment in the assets of WHART’s fourth additional investment.

Benefits to be Obtained from Additional Investment

In this regard, the Company expects that the Additional Investment Assets will generate benefits to WHART and its trust unitholders as follows:

1. Additional Investment in the Additional Investment Assets in accordance with the objectives and the investment policies of WHART

The capital increase for additional investment in freehold, leasehold and sub-leasehold rights of lands and freehold or leasehold rights of warehouses, factories and offices by WHART is in accordance with the objectives and the investment policies of the establishment of WHART, in respect of seeking opportunities for additional investment in the immovable properties which can enhance the asset value of WHART, in order to generate income and returns to WHART and its trust unitholders.

2. Investment in the assets with potentials to generate income which will add benefits to WHART

The Company believes that the additional investment in freehold, leasehold and sub-leasehold rights of lands and freehold or leasehold rights of warehouses, factories and offices in the Additional Investment Assets by WHART have several advantages, which will add benefits to WHART, as follows:

Enclosure 7 Page 8 . Strategic location

Situating in a right and appropriate location is one of the factors in the success of logistics business operation, resulting in the project’s capability to maintain the occupancy rate of warehouses, in order to generate income and returns to WHART on a stable and continual basis in the future.

The Additional Investment Assets consist of (1) WHA Mega Logistics Center (Rama 2 Km. 35 Phase 1), located at Bangkajao Subdistrict, Mueang Samut Sakhon District, Samut Sakhon, (2) Central WHA Mega Logistics Center (Wangnoi 63), located at Bo Ta Lo Subdistrict and Lam Ta Sao Subdistrict, Wangnoi District, Phra Nakhon Si Ayutthaya, (3) WHA KPN Mega Logistics Center (Bangna-Trad Km. 23), located at Bang Sao Thong Subdistrict, Bang Sao Thong District, Samut Prakan and (4) DSG HSIL, located at Bualoy Subdistrict, Nong Khae District, Saraburi, which are all located at competent locations. The location at Bang Sao Thong District, Samut Prakan is expected to be a significant transportation center of Thailand, as there are more major developers of warehouse projects to serve the demands of lessees who are logistics service providers and freight companies. The locations of warehouses at Wangnoi District, Phra Nakhon Si Ayutthaya and at Nong Khae District, Saraburi tend to be a good location pursuant to the market growth of the northern Bangkok, owing to the fact that they are near Bangkok and industrial estates, and are the main distribution centers to Bangkok, including the northern region and northeastern region of Thailand, mainly through Phahon Yothin road. Moreover, the new location, WHA Mega Logistics Center (Rama 2 Km. 35 Phase 1), at Mueang Samut Sakhon District, Samut Sakhon, will be for the purpose of risk diversification in respect of the location of assets of WHART.

Therefore, the Additional Investment Assets in which WHART will invest at this time are all situated in the locations suitable for transportation domestically and internationally. They are located on the main route for distribution and transportation of freight over the regions and are not far from Bangkok. Subsequently, it is convenient in respect of transportation and freight transportation to the transportation centers, resulting in the significant reduction of transportation costs for the lessees.

. Quality and characteristics of the assets to invest

The warehouses in which WHART will invest mostly consist of Built-to-Suit projects, which are specifically constructed to meet with the standards and serve the demands of lessees, and Warehouse Farm projects with high standard, which consist of both Built-to-Suit Warehouse projects and Ready-Built Warehouse projects. The Warehouse Farm projects will help serve the demands of lessees to expand their current areas and enhance customer acquisition in respect of the new group of lessees who are currently interested in short-term lease but have potential to increase their lease areas and may need the Built-to-Suit projects in the future.

Enclosure 7 Page 9 The lease agreements of the Built-to-Suit projects for the Additional Investment Assets are mostly long-term lease agreements (inclusive of the period according to the right to renew the lease agreements) which are approximately more than 5-10 years, while the lease agreements of the Ready-Built Warehouse projects are mostly short-term lease agreements with an approximate lease term of 3 years, yet, similar to the Built-to-Suit projects, the customers will be offered with the option to renew the lease agreements. The fourth additional investment in the main assets by WHART will help increase the proportion of lease agreements of Built-to-Suit projects which are long-term agreements, in order to enhance the potential and the stability of income of WHART on a long-term basis.

. Potential of lessees

One of the lessees of WHA Mega Logistics Center (Rama 2 Km. 35 Phase 1) is Central Food Retail Company Limited, which is a leading supermarket business operator in Thailand, and one of the lessees of Central WHA Mega Logistics Center (Wangnoi 63) is CRC Thai Watsadu Limited, which is an operator of a large one-stop building and construction material center. Both of the aforementioned lessees are the business entities under Central Group, which is a large retail sale business operator in Thailand. Moreover, one of the lessees of DSG HSIL is DSG International (Thailand) Public Company Limited, which operates the business of manufacture and sale of diapers for babies and adults, and the main lessees of WHA KPN Mega Logistics Center (Bangna-Trad Km. 23) are XPO Logistics Worldwide (Thailand) Limited, which is an operator of domestic and international logistics business and Chanintr Living Limited, a company that imports and conducts retail sale of furniture and home decorations. The Additional Investment Assets are of potential to generate income, whereby the lessees are considered as the target customers with desirable business potential and financial stability, and there is a new group of lessees who are operators of home supply business, to help diversify the risks in respect of the variety of lessees. Therefore, the Company firmly believes that the assets in which WHART will additionally invest will be able to maintain the high occupancy rate in order to generate income on a stable and continual basis in the future. In this regard, the details of the lessees, including the details of the proportion of lease of the areas in which WHART will additionally invest are in accordance with Enclosure 2.

3. Increase of diversity of the source of income and opportunity for income growth from the additional investment in the assets The additional investment in the immovable properties will increase the diversity of the source of income of WHART, whereby the Company expects that the amount of income of WHART will be accordingly increased due to the income to be obtained from the additional investment in the immovable properties, and that it will maintain the dividends in such level comparable to the dividends prior to the investment. This shall be reflected in a form of the projection of distribution through dividends and capital decrease per unit, based

Enclosure 7 Page 10 on the projection of revenue expected to be gained by WHART for the first fiscal year and the rental and service revenues paid in cash. The details of the revenue projection for the fiscal year as from 1 January - 31 December 2019 are as follows:

Assets after the Fourth Additional Existing Assets*1 Investment*2 (Baht Million) (Baht Million)

Rental and service revenues 2,032.86 2,347.24 Other revenues 2.48 2.83 Total revenue 2,035.34 2,350.07

Land rental expenses 41.67 41.67 Property management related expenses 47.97 52.89 Net profit of immovable properties 1,945.70 2,255.51

REIT management fees and expenses 115.79 131.20 Amortized issuance and offer for sale of trust units and conversion costs 96.05 115.50 Interest expenses 253.61 306.03 Net profit distributable through dividends 1,480.25 1,702.78

Deduct Non-cash rental and service revenues (4.46) (33.80) Add Non-cash land rental expenses 7.70 7.70 Add Accrued interests and pre-paid financial fees 26.81 38.68 Net cash distributable through dividends 1,510.30 1,715.36

Add Excess liquidity from amortized issuance and offer for sale of trust units and conversion costs 96.05 115.50 Add Value added tax receivable 38.14 51.89 Deduct loan repayment (2.70) (2.70) Net cash distributable through dividends and capital decrease 1,641.79 1,880.05

Projected distribution ratio through dividends and capital decrease (percent) 95 95 Projected net cash distributable through dividends and capital decrease 1,559.70 1,786.05

Projected distribution through dividends and capital decrease - Dividends 1,480.25 1,702.78 - Capital decrease return 79.45 83.27 Distribution through dividends and capital decrease 1,559.70 1,786.05

Number of trust units (million units) *3 1,963.98 2,249.00

Enclosure 7 Page 11 Projected distribution through dividends and capital decrease per unit (Baht) - Dividends per unit 0.75 0.75 - Capital decrease return per unit 0.04 0.04 Distribution through dividends and capital decrease per unit 0.79 0.79

Assets after the Fourth Additional Existing Assets*1 Investment *2 (Baht Million) (Baht Million)

In case there is an unrealized loss from straight-line impairment of leasehold rights*4 (Baht) - Dividends per unit 0.59 0.59 - Capital decrease return per unit 0.04 0.04 - Capital decrease return by straight-line method per unit 0.16 0.16 Distribution through dividends and capital decrease per unit 0.79 0.79

Remarks *1 The existing assets refer to the assets in which WHART has already invested for 20 projects. *2 The assets after the fourth additional investment refer to the existing assets and the new assets in which WHART will additionally invest for 4 projects. *3 The number of trust units is a reference number only for the purpose of calculation and is calculated based on the price of the Additional Investment Assets of Baht 4,429 million and the price of trust unit of Baht 10.1. The price and the number of trust units to be offered for sale by WHART and the price of the assets in which WHART will invest may finally be greater than, less than or equivalent to this projection. *4 In case the appraisal price of leasehold rights of the existing assets of WHART in WHA Mega Logistics Center (Bangna-Trad Km. 18), WHA Mega Logistics Center (Wangnoi 61), WHA Mega Logistics Center (Chonlaharnpichit Km. 5), DKSH Consumer, DKSH 3M, WHA Mega Logistics Center (Bangna-Trad Km. 19), and WHA Mega Logistics Center (Chonlaharnpichit Km. 3) and the appraisal price of leasehold rights of the assets of the fourth additional investment in WHA Mega Logistics Center (Rama 2 Km. 35) and WHA –KPN Mega Logistics Center (Bangna-Trad Km. 23) have the lower ending appraisal price of leasehold rights and the unrealized loss from impairment of leasehold rights, by assuming the impairment value to be equivalent to the outstanding sum of the lease agreements which are generally amortized by straight-line method according to their lease terms, however, the value of leasehold rights as at the ending day of fiscal year will depend on the appraisal price prepared by the independent appraisers, whereby calculation of leasehold rights will take into account several factors, e.g. occupancy rate and rental revenue growth, discount rate, etc., which may cause the calculated value of leasehold rights to increase, remain or decrease. Thus, the calculation of the distribution through dividends and capital decrease by straight-line method per unit as aforementioned (decrease the value of leasehold rights to the equivalent amount in accordance with the lease term) is merely to demonstrate the possible effects in case the value of leasehold rights in the future decreases in the same rate throughout the lease term.

Enclosure 7 Page 12 . Potential of property manager

WHA is one of the companies in WHA GROUP, which operates the business of developing real estate, in respect of warehouse and factory business, to be international-standardized distribution centers, by specifically constructing and designing warehouses and factories to serve the demands of customers. The Board of Executives thereof has experience for more than 20 years, with trust from leading international companies from Europe, America and Asia.

In 2017, the total area of the projects invested and developed and/or under the management of WHA GROUP is approximately more than 2,150,410 square meters. This reflects the potential and the expertise in managing warehouses and factories. Moreover, the target group of customers is still a group of customers with business stability on an international level, e.g. DKSH (Thailand) Limited (formerly named as Diethelm Company Limited) which is a manufacturer, packager and distributor of consumer goods and medical supplies and a service provider of one-stop freight transportation and distribution system, DSG International (Thailand) Public Company Limited which operates the business of manufacture and sale of diapers for babies and adults and Mitsubishi Electric Consumer Products (Thailand) Company Limited which is the leader in manufacture and sale of electrical equipment, home electronic equipment, etc. In this regard, for more details, please visit www.wha.co.th. Owing to the potential management of the Board of Executives of WHA and the high standard in construction and design which is internationally accepted, including the growth of WHA GROUP, it is convinced that WHA will be able to efficiently maintain the existing lessees as well as to efficiently manage the assets of WHART and increase the opportunity for expansion of asset investment, which will generate returns to WHART in the future.

4. Increase of opportunity for future capital increase As the Additional Investment Assets are the assets under the management of WHA, the additional investment by WHART will increase the opportunity of WHART to additionally invest in the other projects of WHA, which will offer the opportunity to increase the income growth of WHART, the trading liquidity of trust units and returns to the trust unitholders in the future. 5. Increase of the trading liquidity of trust units which may be increased The additional issuance and offer for sale of trust units will increase the number of trust units of WHART, which have been issued and offered for sale, from the number of 1,963,977,172 units to the number of not more than 2,263,157,172 units (from the additional issuance and offer for sale of trust units in the number of not more than 299,180,000 units). The Company expects that such increase in the number of trust units of WHART will help enhance the trading liquidity of trust units of WHART in the Stock Exchange of Thailand.

Enclosure 7 Page 13 WHA PREMIUM GROWTH FREEHOLD AND LEASEHOLD REAL ESTATE INVESTMENT TRUST

PROJECTED INCOME AND DISTRIBUTION STATEMENTS

FOR THE YEAR FROM 1 JANUARY 2019 TO 31 DECEMBER 2019

WHA Premium Growth Freehold and Leasehold Real Estate Investment Trust Projected Income and Distribution Statements For the year from 1 January 2019 to 31 December 2019

Properties after the Existing additional Properties investment no. 4 Notes Million Baht Million Baht

Rental and service income 2.1 2,032.86 2,347.24 Other income 2.2 2.48 2.83 Total revenue 2,035.34 2,350.07

Land lease expenses 2.3 41.67 41.67 Property management fee 2.4 47.97 52.89 Net property income 1,945.70 2,255.51

Management fee and trust management expenses 2.5 115.79 131.20 Amortisation of issuance and conversion costs 2.6, 2.7 96.05 115.50 Interest expenses 2.8 253.61 306.03 Net profit available for benefits distribution 1,480.25 1,702.78

Deduct Non-cash rental and service income (4.46) (33.80) Add back Non-cash land lease expenses 7.70 7.70 Add back Interest payable and prepaid bank fees 26.81 38.68 Net cash available for benefits distribution 1,510.30 1,715.36

Add back Excess liquidity from amortisation of issuance and conversion costs 96.05 115.50 Add back Value added tax receivable 38.14 51.89 Deduct Principal repayment of borrowings (2.70) (2.70) Net cash available for benefits distribution and capital reduction 1,641.79 1,880.05

Projected benefits distribution and capital reduction rate (%) 2.9 95 95 Projected net cash for benefits distribution and capital reduction 1,559.70 1,786.05

Projected distribution of benefits and capital reduction - Benefits distribution 1,480.25 1,702.78 - Capital reduction 79.45 83.27

Benefits distribution and capital reduction 1,559.70 1,786.05

Number of trust units (million units)1 1,963.98 2,249.00

Projected benefits distribution and capital reduction per unit - Benefits distribution per unit 0.75 0.75 - Capital reduction per unit 0.04 0.04

Benefits distribution and capital reduction per unit 0.79 0.79

For unrealised loss on devaluation of straight-line leasehold rights2 (Baht) - Benefits distribution per unit 0.59 0.59 - Capital reduction per unit 0.04 0.04 - Straight-line capital reduction per unit 0.16 0.16

Benefits distribution and capital reduction per unit 0.79 0.79

1 WHA Premium Growth Freehold and Leasehold Real Estate Investment Trust Projected Income and Distribution Statements For the year from 1 January 2019 to 31 December 2019

1 The number of trust units is for illustrative purpose only. The number is calculated based on property acquisition price of the additional investment no. 4 amounting to Baht 4,429 million and the Trust unit offering price of Baht 10.1. The final number of trust unit, offering price of trust unit and property acquisition price may be more, less or equal to the projection.

2 Where there is a reduction in the appraised values of leasehold rights of the existing properties under the Trust, which are WHA Mega Logistics Center (Bang-na Trad Road km18), WHA Mega Logistics Center (Wangnoi 61), WHA Mega Logistics Center (Cholaharnpichit km5), DKSH Consumer, DKSH 3M, WHA Mega Logistics Center (Bang-na Trad Road km19), and WHA Mega Logistics Center (Chonlahan Phichit km3), and the additional investment no. 4, which are WHA Mega Logistics Center (Rama 2 km35), and WHA – KPN Mega Logistics Center (Bang-na Trad Road km23), an unrealised loss from the impairment of leasehold rights will be recognised on the assumption that the loss is equal to the outstanding balance of leasehold rights after amortisation, using the straight-line method over the lease term. However, the values of leasehold rights at the end of the period depend on the appraised values determined by independent appraisers. There are many factors that affect the calculation of values of leasehold rights e.g. the rental rate, growth rate in rental income, discount rate, etc., which may increase, decrease or leave the values of leasehold rights the same. Therefore, the projected benefits distribution and capital reduction per unit using straight-line method as set out above (amortising the values of leasehold rights consistently over the lease term) is an example of the potential impact if the values of leasehold rights are amortised consistently throughout the lease term only.

2 WHA Premium Growth Freehold and Leasehold Real Estate Investment Trust Notes to the projected income and distribution statements For the year from 1 January 2019 to 31 December 2019

1 General information

WHA Premium Growth Freehold and Leasehold Real Estate Investment Trust (“the Trust” or “The WHART Trust”) is a real estate investment trust established on 8 December 2014, with its stated objective being to seek funds from investors, to invest mostly in property or leasehold rights and to generate benefit from such properties including to improve, alter, develop or dispose other assets in which the Trust invest or possess whatsoever lease, sub-lease or sale or other process for the benefit of the property and create the revenue and return to the Trust and the unitholders. This includes the investment in other assets or other securities or seek other interests by other means as stipulated in the securities laws or other relevant laws.

The projected income and distribution statements for the year from 1 January 2019 to 31 December 2019 have been prepared for the inclusion in the prospectus to Securities and Exchange Commission of Thailand to consider approving on the additional investment no. 4 in total 4 projects. WHA Corporation Public Company Limited (“WHA”) and its joint venture are owners of the freehold rights and/or leasehold rights of properties of the additional investment no. 4 (together “the Property owner”). Therefore, this projected income and distribution statements should not be used for other objectives than stated above.

The projected income and distribution statements have been approved by the Board of Director of WHA Real Estate Management Co., Ltd. on 27 April 2018.

The Trust’s existing properties comprise 20 projects of the freehold rights and leasehold rights of lands and buildings, including warehouses, factories and other properties which are components of land, tools and equipment and warehouses’ roof area for generation and distribution of electricity business from solar energy systems.

The additional investment no. 4 comprises 4 projects of the freehold rights and leasehold rights of lands with building, including warehouses, factories and other properties which are components of land, tools and equipment, and warehouses’ roof area for generation and distribution of electricity business from solar energy systems.

The details of the Trust’s existing properties, and the additional assets from investment no. 4 are as follows:

Area Percentage of Project (square meters)1 total area The Trust’s existing properties 1) WHA Ladkrabang Distribution Center Phase 1 and Phase 2 35,092.97 2.33 2) WHA Mega Logistics Center (Bangna-Trad Road Km. 18) 96,155.78 6.38 3) WHA Mega Logistics Center (Bangna-Trad Road Km. 23) 110,476.04 7.33 4) WHA Mega Logistics Center (Chonlaharnpichit Km. 4) 149,129.75 9.90 5) WHA Mega Logistics Center (Wangnoi 61) 87,676.05 5.82 6) WHA Mega Logistics Center (Saraburi) 32,986.00 2.19 7) WHA Mega Logistics Center (Chonlaharnpichit Km. 5) 114,627.75 7.61 8) WHA Mega Logistics Center (Ladkrabang) 156,446.30 10.38 9) Warehouse buildings Kao 42,310.44 2.81 10) Factory building - Triumph (previously named Primus) 14,320.80 0.95 11) Warehouse buildings - DKSH Consumer and DKSH 3M 73,022.44 4.85 12) Warehouse building DKSH Bang Pa-In 36,000.00 2.39 13) Factory building - Ducati 20,285.00 1.35 14) Warehouse buildings - Healthcare 52,706.84 3.50 15) Warehouse buildings- WHA Mega Logistics Center (Bangna - Trad KM.19) 71,498.95 4.74 16) Factory buildings- DSG 55,372.40 3.67 17) Warehouse buildings- WHA Mega Logistics (Panthong Chonburi) 38,565.00 2.56 18) WHA Mega Logistics Center2 (Chonlaharnpichit Km. 3)2 86,864.80 5.76 19) Omada Aerospace Factory Rayong 15,568.79 1.03 20) WHA Mega Logistics (Lumlookka) 12,169.64 0.81 Total of the Trust’s existing properties 1,301,275.74 86.36

The additional assets from investment no. 4 1) WHA Mega Logistics Center (Rama 2 km35 phase1)3 28,042.00 1.86 2) WHA Central Mega Logistics Center (Wangnoi 63) 86,223.61 5.72 3) WHA -KPN Mega Logistics Center (Bangna - Trad KM.23) 65,719.00 4.36 4) Warehouse buildings DSG (Hemaraj Saraburi Industrial Land) 25,584.00 1.70 Total of additional assets from investment no. 4 205,568.61 13.64

Grand total 1,506,844.35 100.00

3 WHA Premium Growth Freehold and Leasehold Real Estate Investment Trust Notes to the projected income and distribution statements For the year from 1 January 2019 to 31 December 2019

1 General information (Cont’d)

1 The lettable areas according to the rental and service agreements and the Trust’s expected renewal of rental and service agreements (including warehouses’ roof area and truck yard) as of 29 March 2018 which does not include the renewal options in the agreements. The lettable areas which rental and service agreements will be expired after preparation date of the projection are subject to negotiation between the Trust and lessees when expiration dates of agreements are approaching. Therefore, as of 1 January 2019, the actual leased area and the area under process of acquiring lessees may differ from figures above.

2 WHA Corporation Public Company Limited, the Property owner, consents the Trust to invest in 30-year leasehold rights of land and building of WHA Mega Logistics Center (Chonlaharnpichit Km.3). Moreover, WHA Corporation Public Company Limited has granted the Trust the right to renew the leasehold contract for another 30 years upon expiration of the first 30-year contract. The Trust is also required to pay WHA Corporation Public Company Limited for a 30-year renewal term on the 30th year from the acquisition date which is in 2047.

3 WHA Corporation Public Company Limited, the Property owner, consents the Trust to invest in 30-year leasehold rights of land and building of WHA Mega Logistics Center (Rama 2 km35 phase1). Moreover, WHA Corporation Public Company Limited has granted the Trust the right to renew the leasehold contract for another 30 years upon expiration of the first 30-year contract. The Trust is also required to pay WHA Corporation Public Company Limited for a 30-year renewal term on the 30th year from the acquisition date which is in 2048.

2 Significant assumptions

The projected income and distribution statements for the year from 1 January 2019 to 31 December 2019 are based on assumptions that the Trust manager and, the Property owner consider appropriate and reasonable at the date of preparation of this projected income and distribution statement. However, investors should consider these assumptions as well as the projected income and distribution statements and make their own assessment of the future performance of the Trust.

The projected income and distribution statements for the year from 1 January 2019 to 31 December 2019 present future performance of the Trust under the assumptions stated below.

Existing Properties

The Trust does not make additional investment. Thus, the projected income and and distribution statements will be the future performance of the existing properties of the Trust.

Properties after the additional investment no. 4

The Trust makes additional investment no. 4, which comprise 4 projects of the freehold properties and leasehold rights. Therefore, the projected income and distribution statements will be the future performance of the Trust’s existing properties and additional properties from the investment no. 4.

2.1 Rental and service income

2.1.1 Rental and service income from warehouse

Rental and service income is recognised by using the straight-line method over the rental and service term agreements. The rental and service income is recognised based on the lettable areas, rental and service rates under the rental and service agreements and expected renewal of rental and service agreements the Trust, an owner of freehold or leasehold rights of land and existing warehouses and warehouses’ roof area as of 29 March 2018. The assumption of occupancy rate is applied after the expiry of the rental and service agreements. Factors include rental and service rate of the current agreement, rental and service incremental rate in case of renewal of rental and service agreement (if applicable), property valuation data based on the location of the properties during the projected period according to appraisal reports of independent appraisers. The assumption of occupancy rate during the projected period is in range between 80 - 90% for the lettable area after contracts expire.

4 WHA Premium Growth Freehold and Leasehold Real Estate Investment Trust Notes to the projected income and distribution statements For the year from 1 January 2019 to 31 December 2019

2 Significant assumptions (Cont’d)

2.1 Rental and service income (Cont’d)

2.1.1 Rental and service income from warehouse (Cont’d)

Existing Properties

For WHA Mega Logistics Center (Chonlaharnpichit Km.5) and WHA Mega Logistics Center (Chonlaharnpichit Km.3), WHA Corporation Public Company Limited consents to undertake the rental and service fees for the vacant rental area of 1,616 square metres of WHA Mega Logistics Center (Chonlaharnpichit Km.5) at the rate of 140 Baht per square metre per month, and for the vacant rental area of 12,796 square metres of WHA Mega Logistics Center (Chonlaharnpichit Km.3) at the rate of 155 Baht per square metre per month. Such undertaking will be invalid if during 3 years since the acquisition date of each project, the Trust is able to acquire new lessee for these rental areas for the period of equal to or less than 3 years, with the rental and service rate not less than the rate specified above. However, if the lessee’s rental and service rates are less than those specified above, WHA Corporation Public Company Limited will undertake the deficits of above rental and service fees to the Trust until the end of 3-year undertaking period.

Properties after the additional investment no. 4

Moreover, WHA Corporation Public Company Limited and its joint venture (“the Property owner”) consents to undertake the rental and service fees for the vacant rental area of 8,941 square metres of WHA -KPN Mega Logistics Center (Bangna-Trad KM.23) for 3 years starting from acquisition date for warehouse number A2/2 and A3/1 at the rate of 155 Baht per square metre per month, and for the rental area of 4,905 square metres of warehouse number A3/2 of WHA - KPN Mega Logistics Center (Bangna-Trad KM.23), starting from expiration of existing rental and service agreement (15 July 2019) and the current lessee does not renew the rental agreement or under negotiation process of renewal of such agreement and has not yet paid the fee, WHA and its joint venture (“the Property owner”) consent to undertake the rental and service fees at rate of 140 Baht per square metre per month until the Trust is able to acquire new lessee or lessee pays the fee (as the case may be) but not later than 31 December 2019.

Assumptions of the projected rental and service income are based on rental and service agreements which stipulate that if lessees terminate rental or service agreements prior to expiration of lease term, lessees agree to pay the remaining whole amount of rental and service fees as stated in the agreements or allow the lessor to seize whole deposit amount of rental and service fees.

2.1.2 Rental income from warehouses’ roof area to operate the generation and distribution of electricity business from solar energy systems.

Rental income from warehouses’ roof area is recognised on a straight-line basis according to rental agreements and undertaking agreements between the Trust and the Property owner. The assumptions are based on occupancy rate of 100%, a 10% rental growth rate every 5 years for 15 years and 25 years from the acquisition date for WHA Mega Logistics Center (Ladkrabang) and other projects, respectively.

2.2 Other income

The Trust generates interest income from investing cash generated from rental and service income and deposits received from clients in short-term investment. Interest is recognised on an accrual basis and calculated at assumed 0.37% per annum.

2.3 Land lease expenses

The expenses relating to land lease expenses will be in accordance with lease contracts.

5 WHA Premium Growth Freehold and Leasehold Real Estate Investment Trust Notes to the projected income and distribution statements For the year from 1 January 2019 to 31 December 2019

2 Significant assumptions (Cont’d)

2.4 Property management fee

Property management fee is compensation paid to the property manager of the Trust. The fee is payable on a periodic basis according to the property management agreement between the Trust and the property manager (exclusive of value added tax, specific business tax or any other similar taxes). According to the Trust’s existing property management agreement and the summary of draft agreement to appoint property manager for the additional investment no. 4 during the projected period for the year from 1 January 2019 to 31 December 2019, the rate shall not exceed 3.00% per annum of the net asset value of the Trust.

2.5 Management fee and other operating expenses

Management fee The Trust Manager is entitled to receive a monthly management fee from the Trust at a rate not exceeding 0.75% per annum (exclusive of value added tax, specific business tax or any other similar taxes) of the net asset value of the Trust as calculated by the Trust Manager and verified by the Trustee.

Trustee fee The Trustee is entitled to receive a monthly remuneration at a rate not exceeding 0.75% per annum (exclusive of value added tax, specific business tax or any other similar taxes) of the net asset value of the Trust as calculated by the Trust Manager and verified by the Trustee.

Registrar fee The fee for the Investment Unit Registrar shall be at a rate not exceeding 0.50% per annum (exclusive of value added tax, specific business tax or any other similar taxes) of the net assets value of the Trust as calculated by the Trust Manager and verified by the Trustee.

Other administrative expenses Other administrative expenses comprise register fees for the Stock Exchange of Thailand, audit fees, consultation fees, asset appraisal fees, property survey fees and other miscellaneous expenses. These expenses are calculated based on existing service quotations and estimated other expenses that may be incurred in future.

2.6 Amortisation of issuance costs and conversion costs

Issuance costs and conversion costs include listing fee, fees for other professional advisors in relation to issuing and offering of trust’s unit, acquisition fees of Trust’s main assets, fees relating to the Conversion and other fees in relation to the additional investment no. 4. Thus, such fees are deferred and recorded as assets. The deferred expenses are amortised as an expense in the projected income and distribution statements over a period of 5 years on a straight line basis.

2.7 Property acquisition fee of the Trust

If the property is acquired from related parties of the Trust manager, the Trust manager shall receive an acquisition fee at a rate not exceeding 0.75% of the property acquisition value. If the property is acquired from third parties, the Trust manager shall receive an acquisition fee at a rate of not exceeding 1.00% of the property acquisition value.

2.8 Interest expenses

Interest expenses incurred from long-term borrowings and bonds are recognised by using the effective interest rate method. Interest rate assumptions of long-term borrowings and bonds are rates not exceeding MLR minus 1.5% per annum and rates not exceeding 3.5% per annum, respectively.

6 WHA Premium Growth Freehold and Leasehold Real Estate Investment Trust Notes to the projected income and distribution statements For the year from 1 January 2019 to 31 December 2019

2 Significant assumptions (Cont’d)

2.9 Projected benefits distribution and capital reduction

Projected benefits distribution and capital reduction are calculated based on the assumed projected benefits distribution and capital reduction rate for Trust’s existing properties of not less than 95% of net cash available for benefits distribution and capital reduction. The net profit available for benefits distribution is adjusted with excess liquidity from amortisation of issuance costs and conversion costs, non-cash rental and service income, non-cash land lease expenses, non-cash interest expense, borrowings principal repayment and unrealised gain or loss from changes in fair value of properties from annual revaluation (if any). The actual benefits distribute on benefits and capital reduction rate may differ from the projected rate subject to the Trust manager’s consideration.

2.10 New financial reporting standards

The projected income and distribution statements for the year from 1 January 2019 to 31 December 2019 have been prepared in accordance with Thai Accounting Standards or Thai Financial Reporting Standards issued under the Federation of Accounting Professions. The Trust expected that the Accounting Standards, the revised financial reporting standards and the related financial reporting standards interpretation which are effective for the preparation of projected income and distribution statements for the year ended 31 December 2019 have no significant impact to the above projected income and distribution statements.

2.11 Other assumptions

The projected income and distribution statements for the year from 1 January 2019 to 31 December 2019 are prepared on other assumptions as follows:

1) No change in properties during the projected year; 2) No change in fair value of investment in properties during the projected year; 3) No further capital raised during the projected year; 4) No capital expenditure during the projected year; 5) No significant change in taxation legislation and other applicable legislations during the projected year; 6) All contracts or draft contracts are enforceable and complied; 7) No estimated tax expenses as the Trust is exempted from corporate income tax; and 8) All lessees follow the rental and service agreements and the draft rental and service agreements.

3 Property appraisal

The investment in properties and property leasehold rights are stated at fair value with no depreciation charge in accordance with Thai Accounting Standard No. 106 “Accounting for Investment Companies”. The Trust will conduct an appraisal of the properties every two years from the date of the acquisition or latest appraisal and will update appraisals with a review every year after the date of the latest appraisal.

The property values used in the projected income and distribution statements for the year from 1 January 2019 to 31 December 2019 are their fair values appraised in March 2018 or May 2017 by independent appraisers. The unrealised gain from changes in fair value of property and leasehold rights does not have impact on the benefits distribution of the Trust for the projected year ended 31 December 2019 as the calculation of the benefits distribution excludes unrealised gain on revaluation. However, the unrealised loss from changes in fair value of property and leasehold rights has an impact on the benefits distribution of the Trust as the calculation of the benefits distribution includes the unrealised loss on revaluation.

7 WHA Premium Growth Freehold and Leasehold Real Estate Investment Trust Notes to the projected income and distribution statements For the year from 1 January 2019 to 31 December 2019

4 Sensitivity Analysis

The projected income and distribution statements are prepared based on essential assumptions that have been outlined above. The main factor which significantly impacts the projected income and distribution statements is the rental and service fee rate of renewal contracts or new lessees.

Investors should be aware that future events cannot be predicted with any certainty and actual performance may differ from the projected income and distribution statements. The sensitivity analysis is intended to assist investors in assessing the impact of the main factor on the projected income and distribution statements.

The sensitivity analysis is for illustrative purposes only. Variations between actual performance and performance presented in the projected income and distribution statements could exceed the sensitivity ranges presented below. Moreover, impacts from other variables may increase or decrease variations between actual performance and projected performance.

Rental and service fee rates of renewal contracts or new lessees

During the projected period from 1 January 2019 to 31 December 2019, there are several factors that affect rental and service rates after the current rental and service agreements expire. Such factors include rental and service rates current agreements, rental and service incremental rates for agreement renewals (if any), property valuation information based on property location during the projected period according to appraisal reports of independent appraisers. Changes in the rental and service fee rate impact the projected income and distribution statements for the year from 1 January 2019 to 31 December 2019 as follows:

Existing Properties

1% lower than 1% higher than base case Base case base case Projected benefits distribution and capital reduction (million Baht) - Benefits distribution 1,475.20 1,480.25 1,485.29 - Capital reduction 79.70 79.45 79.19

Benefits distribution and capital reduction 1,554.90 1,559.70 1,564.48

Projected benefits distribution and capital reduction per unit (Baht) - Benefits distribution per unit 0.75 0.75 0.75 - Capital reduction per unit 0.04 0.04 0.04

Benefits distribution and capital reduction per unit 0.79 0.79 0.79

Properties after the additional investment no. 4

1% lower than 1% higher than base case Base case base case Projected benefits distribution and capital reduction (million Baht) - Benefits distribution 1,699.14 1,702.78 1,706.42 - Capital reduction 82.88 83.27 83.66 Benefits distribution and capital reduction 1,782.02 1,786.05 1,790.08

Projected benefits distribution and capital reduction per unit (Baht) - Benefits distribution per unit 0.75 0.75 0.75 - Capital reduction per unit 0.04 0.04 0.04 Benefits distribution and capital reduction per unit 0.79 0.79 0.79

However, the projected benefits distribution is not considered the effect of the increase (decrease) of the properties’ valuation of the Trust. The projected benefits distribution and capital reduction rate are the projection for the year from 1 January 2019 to 31 December 2019 and cannot guarantee that the rate will be as projected.

8 WHA Premium Growth Freehold and Leasehold Real Estate Investment Trust Notes to the projected income and distribution statements For the year from 1 January 2019 to 31 December 2019

5 Accounting policies

The principal accounting policies adopted in the preparation of these projected income and distribution statements are set out below:

5.1 Basic of projected income and distribution statements preparation

Projected income and distribution statements have been prepared in accordance with Thai generally accepted accounting principles under the Accounting Act B.E. 2543, being those Thai Financial Reporting Standards issued under the Accounting Professions Act B.E. 2547. In addition, the financial statements have been prepared under the basis and format as required by the Thai Accounting Standard No.106 “Accounting for Investment Companies”.

The projected income and distribution statements only contain information relating to the projected income and distribution statements, projected rental and service income and net profit from each asset unit, related assumptions and notes to projected income and distribution statements. However, the projected income and distribution statements do not contain the complete set of financial statements and related notes to financial statements. Therefore, the projected income and distribution statements do not present fairly the financial positions, results of operations and cash flows in accordance with the accounting principles generally accepted in Thailand.

5.2 Revenues and expenses recognition

Rental and service income under operating lease agreement of the Trust is recognised by using the straight-line method over the rental and service term agreement.

Land rental expense is recognised by using the straight-line method over the rental term agreement.

Interest income and expenses are recognised on an accrual basis.

Interest expenses are recognised on the effective interest rate method.

5.3 Investments

Investments in properties

The initial costs of properties have been stated at fair value of the acquisition price plus associated costs. The investments in leasehold and freehold land, buildings and equipment are stated at fair value with no depreciation charge. The fair value is based on the appraisal value determined by the independent professional appraisers licensed by the Securities and Exchange Commission Thailand. The Trust will conduct an appraisal of the properties every two years from the date of the acquisition or latest appraisal and will update appraisals with a review every year after the date of the latest appraisal.

A change in the fair value of investment property will be recognised in the projected income and distribution as an unrealised gain or loss for the period in which it arises.

5.4 Deferred expenses

Deferred expenses comprise the capital unit issuance costs and other directly related expenses as incurred such cost relating to issuing and offering of trust’s unit. Deferred expenses are amortised as an expense over a period of 5 years on a straight line basis.

5.5 Distribution

For distribution payment to unitholders, the Trust manager will announce to pay benefits distribution and set unitholders register’s book closed date.

5.6 Income taxes

The Trust is exempted from Thailand corporate income tax. No provision for corporate income tax has been made in the projected income and distribution statements.

9 WHA Premium Growth Freehold and Leasehold Real Estate Investment Trust Notes to the projected income and distribution statements For the year from 1 January 2019 to 31 December 2019

6 An English Version

While every effort has been made to ensure consistency in translation between the Thai and the English version of the projected income and distribution statements, differences may nonetheless exist. In the event of discrepancy in interpretation between the two languages, the Thai language version of the projected income and distribution statements shall prevail.

10 Enclosure 9 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

The opinions of the Independent Financial Advisor on the acquisition of asset and the connected transaction regarding additional investments in the additional assets

WHA Premium Growth Freehold and Leasehold Real Estate Investment Trust

Presented to

Unitholders of WHA Premium Growth Freehold and Leasehold Real Estate Investment Trust

Prepared by

Jay Capital Advisory Limited

18 May 2018

This English report of the Independent Financial Advisor’s Opinions has been prepared solely for the convenience of foreign Unitholders of WHA Premium Growth Freehold and Leasehold Real Estate Investment Trust and should not be relied upon as the definitive and official document. The Thai language version of the Independent Financial Advisor’s Opinion is the definitive and official document and shall prevail in all aspects in the event of any inconsistency with this English Translation.

0 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

Table of Contents

Page

Executive Summary 14

Section 1 The approval of the additional investments in the additional assets 26

Section 2 Summary of the opinion of the Independent Financial Advisor 93

Enclosure 1 General Information of WHA Premium Growth Freehold and Leasehold Real Estate 99 Investment Trust

Enclosure 2 Summary of the appraisal report of Central WHA Mega Logistics Center Wangnoi 63 by 120 the Independent Appraiser

Enclosure 3 Summary of the appraisal report of WHA-KPN Mega Logistics Bangna-Trad km. 23 by 123 the Independent Appraiser

Enclosure 4 Summary of the appraisal report of WHA Mega Logistics Rama 2 km. 35 (Phase 1) by 126 the Independent Appraiser

Enclosure 5 Summary of the appraisal report of DSG HSIL Saraburi by the Independent Appraiser 129

1 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

Glossary

WHART or Trust or REIT WHA Premium Growth Freehold and Leasehold Real Estate Investment Trust WHA or Property Manager WHA Corporation Public Company Limited WHAVH WHA Venture Holdings Co., Ltd. WHA KPN Alliance WHA KPN Alliance Co., Ltd. Central WHA Alliance Central WHA Alliance Co., Ltd. WHA Group WHA Corporation Public Company Limited and its subsidiaries WHAREM or REIT Manager WHA Real Estate Management Company Limited KAsset or Trustee Kasikorn Asset Management Company Limited Kasikornbank Kasikornbank Public Company Limited GRAND Grand Asset Advisory Co., Ltd. SEAI Southeast Asia International Co., Ltd Independent Financial Advisor Jay Capital Advisory Limited or IFA SET The Stock Exchange of Thailand SEC The Securities and Exchange Commission The Notification of SorRor. The Notification of the Office of the Securities and Exchange Commission No. 26/2555 SorRor. 26/2555 (2012) Re: Provisions concerning Lists and Statements in the Trust Deed of the Real Estate Investment Trust, dated November 21st, 2012 (as amended) Regulation of No. BorJor/Ror Regulation of the Stock Exchange of Thailand Re: Listing, Disclosure of 29-00 Information and Delisting of Real Estate Investment Trust Units B.E. 2556 (BorJor/Ror 29-00) The Notification of No. The Notification of the Board of Governors of the Stock Exchange of Thailand BorJor/Por 22-01 Re: Disclosure of Information and the Acts of Listed Companies concerning Connected Transaction B.E. 2546 (2003) dated November 19, 2003 and its amendments (BorJor/Por 22-01)

The additional asset of WHA Group Central-WHA Wangnoi 63 Freehold rights to land and warehouse building with offices and other assets of the Central WHA Mega Logistics Center Wangnoi 63 project WHA-KPN Bangna-Trad Km. 23 Leasehold rights to land and warehouse building with offices and other assets of the WHA-KPN Mega Logistics Center Bangna-Trad Km. 23 project WHA Rama 2 Km. 35 Leasehold rights to land, warehouse and factory building with office and other assets of the WHA Mega Logistics Rama 2 Km. 35 (Phase 1) project DSG HSIL Saraburi Freehold rights to land, warehouse and factory building with offices and other assets of the DSG HSIL project

2 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

18 May 2018

To: The Unitholders WHA Premium Growth Freehold and Leasehold Real Estate Investment Trust

Re: The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction

The Meeting of Board of Directors of WHA Real Estate Management Company Limited (“WHAREM” or “REIT Manager“) as the REIT Manager of WHA Premium Growth Freehold and Leasehold Real Estate Investment Trust (“WHART”) on 27 April 2018 passed a resolutionto hold an Extraordinary Trust Unitholders’ Meeting of WHART No. 2/2018 on 14 June 2018 at 14.00 hrs., at the Grand Fortune Room, 3rd Floor, The Grand Mercure Bangkok Fortune Hotel, 1 Ratchadaphisek Road, Dindaeng, Bangkok 10400, to consider the following agendas:

Additional Investment in Immovable Properties, Leasehold Right and Sub-leasehold Right of Immovable Properties and Other Properties in relation to the Additional Investment Assets No. 4 WHART currently has 1,963,977,172 listed trust units with a par value per unit of Baht 9.2746 each, totaling Baht 18,215,102,679.43, and has made investments in immovable properties and leasehold right in the initial investment, the first capital increase, the second capital increase, the receipt of transfer of assets and liabilities from WHA Premium Factory and Warehouse Freehold and Leasehold Property Fund (“WHAPF”) from the conversion of WHAPF into WHART, and the additional investment after the said conversion of WHAPF in the total of 20 projects, namely: 1) WHA Logistics Center LadkrabangPhase 1 and WHA Logistics Center Ladkrabang Phase 2 2) WHA Mega Logistics Center (Bangna-Trad Km. 18) 3) WHA Mega Logistics Center (Bangna-Trad Km. 23) 2 4) WHA Mega Logistics Center (Chonlaharnpichit Km. 4) 5) WHA Mega Logistics Center (Wangnoi 61) 6) WHA Mega Logistics Center (Saraburi) 7) WHA Mega Logistics Center (Chonlaharnpichit Km. 5) 8) WHA Mega Logistics Center (Ladkrabang) 9) WHA Mega Logistics Center (Chonlaharnpichit Km. 3) 10) WHA Mega Logistics Center (Bangna-Trad Km. 19) 11) WHA Mega Logistics (Lumlukka) 12) Omada 13) Kao 1, Kao 2 and Kao 3 14) TriumphFactory (formerly Primus) 15) DKSH Consumerand DKSH 3M 16) DKSH Bang Pa-in 17) Ducati 18) Healthcare 19) DSG 20) WHA Mega Logistics Center (Panthong, Chon Buri)

Based on WHART's investment objectives in raising funds to acquire, lease and/or sublease immovable property, including to improve and modify the capability of immovable property, and to procure commercial benefits from such immovable property in order to generate income and return to WHART and its trust unitholders, WHAREM’s Board of Directors passed a resolution for WHART to make the fourth additional investment by means of the third capital increase of WHART and obtaining a loan for an investment in additional assets in order to generate revenue andincrease the return to trust unitholders. In this respect, WHAREM is required to obtain the approval from the trust unitholders' meeting to carry out such transactions. Details and process of the transactions are as follows.

3 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

1. Additional assets No. 4 in which WHART will invest The assets in which WHART will additionally invest at this time (the “Additional Investment Assets”) include freehold, leasehold and sub-leasehold rights of immovable properties owned by WHA Corporation Public Company Limited (“WHA”), Central WHA Alliance Company Limited (“Central WHA Alliance”), WHA KPN Alliance Company Limited (“WHA KPN Alliance”) and WHA Venture Holdings Company Limited (“WHAVH”) (collectively referred to as the “Asset Owners”). The details are as set out below:

(1.1) WHA Mega Logistics Center (Rama 2 Km. 35 Phase 1), located at Bangkajao Subdistrict, Mueang Samut Sakhon District, Samut Sakhon. The details of this asset as follows: ▪ Leasehold right of a part of land represented by 1 title deed (title deed No. 134435), for an approximate leased area of 17 rai 1 ngan 50 square wah1 from WHA, with a lease term of 30 years commencing from the date that WHART will additionally invest in the asset, together with WHA’s promise to renew the lease for another 30-year term to WHART. ▪ Leasehold right in warehouse, factory and office building in WHA Mega Logistics Center (Rama 2 Km. 35 Phase 1) in the amount of 1 building, with an approximate leasable area of 14,0842 square meters, and approximate leasable rooftop area of 9,1003 square meters, and an approximate leasable car park area of 4,858 square meters, including other structures and properties which are the component parts of the land and building, from WHA, with a lease term of 30 years commencing from the date that WHART will additionally invest in the asset, together with WHA’s promise to renew the lease for another 30-year term to WHART. ▪ Ownership of tools, equipment, and utility systems of the building and other properties relating to, in connection with, and necessary for the use of the land and warehouse, factory and office building of WHA Mega Logistics Center (Rama 2 Km. 35 Phase 1).

The additional investment in WHA Mega Logistics Center (Rama 2 Km. 35 Phase 1) will be executed through agreements as follows, including any other relevant agreements: ▪ A properties lease agreement (land, warehouse, factory and office building, including other structures) with WHA (the owner of land, building, including other structures); ▪ A utility system, tools and equipment sale and purchase agreement with WHA (the owner of other properties in the said project); and ▪ Mortgage Agreement with WHA (to accept mortgage on properties as collateral for the additional 30-year lease).

1 Currently, this land parcel is under the process of cadastral surveying. 2 At present, although the area of the warehouse, factory and office building of WHA Mega Logistics Center (Rama 2 Km. 35 Phase 1) has been fully occupied by a lessee, however, in the case where on the date that WHART will additionally invest in the asset, the area of the warehouse, factory and office building is not fully occupied by the lessee, WHART will request WHA to pay 3 years rent to WHART for the unoccupied lease area of the warehouse, factory and office building for the period of 3 years or until 1 The said land area is a part of the total land area as appeared in the title deed. Currently, this land parcel is under the process of cadastral surveying. 4 there is a lessee during that period. The terms are in accordance with the Undertaking Agreement that WHART will enter into with WHA. 3 Currently, the leasable rooftop area is not occupied by a lessee. In this regards, if on the date that WHART will additionally invest in the asset, the leasable rooftop area is still not occupied by a lessee, WHART will request WHA to pay the rent to WHART for the unoccupied leasable rooftop area for a period of 25 years, or until there is a lessee during that period. The terms are in accordance with the Undertaking Agreement that WHART will enter into with WHA. In this regard, during such payment of rent period by WHA, WHART shall give first right to WHA and/or persons related to WHA to lease the leasable rooftop area before any third party for a period of no less than 25 years from the date that WHART will additionally invest in the asset, and such rental rate shall not be less than the rental rate that WHA currently pays to WHART and equal to or not less than the rental rate proposed by any third party to WHART (if any). In case when WHA and/or persons related to WHA has exercised the Right to Lease Rooftop Area accordingly to the aforementioned conditions on lease terms and rental rate, WHA shall be released from the obligations to pay rent to WHART under the conditions of the Undertaking Agreement to be entered into by WHART and WHA.

4 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

(1.2) Central WHA Mega Logistics Center (Wangnoi 63), located at Bo Ta Lo Subdistrict and Lam Ta Sao Subdistrict, Wangnoi District, Phra Nakhon Si Ayutthaya. The details of this asset as follows: ▪ Ownership of land represented by 3 title deeds (title deeds No. 30434, 45496 and45497), with the land area according to the title deeds of 96rai 1 ngan 44 square wah. 4 ▪ Ownership of warehouse and office building in Central WHA Mega Logistics Center (Wangnoi 63) in the amount of 1 building, with an approximate leasable area of 86,223.61 square meters. ▪ Ownership of structures and other properties which are the component parts of the land and building, tools, equipment, and utility systems of the building and other properties relating to, in connection with, and necessary for the use of the land and warehouse and office building of Central WHA Mega Logistics Center (Wangnoi 63).

The additional investment in Central WHA Mega Logistics Center (Wangnoi 63) will be executed through agreements as follows, including any other relevant agreements: ▪ A land, building and structures sale and purchase agreement with Central WHA Alliance (who is the owner of such land and building and structures); and ▪ A utility system, tools and equipment sale and purchase agreement with Central WHA Alliance (the owner of other properties in the said project).

In addition, subject to the approval from the Office of the SEC and/or relevant authority, on the investment date, WHART may register servitude right over certain part of land that WHART will invest in (Servient Property) to be used as walkway, road, drainage and for electricity, water, telephone, other utilities, and installation of name sign and advertising sign for the benefit of the land owned by Central WHA Alliance locating near the land that WHART will invest in (Dominant Property) at the expense of Central WHA Alliance. Nevertheless, in case WHART does not receive the approval from the Office of the SEC and/or relevant authority in registering the said servitude right, WHART may grant Central WHA Alliance and/or group companies of Central WHA Alliance the right to use certain part of land that WHART will invest in as walkway, road, drainage and for electricity, water, telephone, other utilities, and installation of name sign and advertising sign. The terms are in accordance with the Land, Building and Structures Sale and Purchase Agreement that WHART will enter into with Central WHA Alliance (who is the asset owner).

(1.3) WHA KPN Mega Logistics Center (Bangna-Trad Km. 23). located at Bang Sao Thong Subdistrict, Bang Sao Thong District, Samut Prakan. The details of this asset as follows: ▪ Leasehold right of land represented by 1 title deed (title deed No. 21946) and leasehold right of a part of land represented by 3 title deeds (title deeds No. 5731, 21943 and 21944), for an approximate total leased area of 43 rai 3 ngan 5 , with a sublease term ending on 2 January 2044 or approximately 25 years from the date that WHART will additionally invest in the asset (within 1 January 2019).

4 Currently, this land parcel is under the process of cadastral surveying. 5 Currently, this land parcel is under the process of cadastral surveying.

5 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

▪ Leasehold right in warehouse and office buildings in WHA KPN Mega Logistics Center (Bangna-Trad Km. 23) in the amount of 2 buildings (divided into 1 building as Building A (comprising of 3 compartments) and 1 building as Building B), with an approximate total leasable area of 39,6076 square meters, and approximate total leasable rooftop area of 26,1127 square meters, including other structures and properties which are the component parts of the land and buildings, with a lease term ending on 2 January 2044 or approximately 25 years from the date that WHART will additionally invest in the asset (within 1 January 2019). ▪ Ownership of tools, equipment, and utility systems of the building and other properties relating to, in connection with, and necessary for the use of the land and warehouse and office buildings of WHA KPN Mega Logistics Center (Bangna-Trad Km. 23).

The additional investment in WHA KPN Mega Logistics Center (BangnaTrad Km. 23) will be executed through agreements as follows, including any other relevant agreements: ▪ A land sublease agreement with WHA KPN Alliance (who is the holder of the sub- leasehold right from KPN Land Company Limited 8); ▪ A warehouse and office buildings lease agreement with WHA KPN Alliance (who is the owner of the buildings and other structures in the said project); and ▪ A utility system, tools and equipment sale and purchase agreement with WHA KPN Alliance (the owner of other properties in the said project).

WHART will invest in WHA KPN Mega Logistics Center (Bangna-Trad Km. 23) under the condition that Top View Business Company Limited (as land owner of land to be additionally invested by WHART at this time), KPN Land Company Limited6 (as holder of leasehold right in such land from Top View Business Company Limited) and WHA KPN Alliance (as holder of the sub-leasehold right in such land from KPN Land Company Limited) agree to transfer rights and obligations pursuant to Principal Lease Agreement (between Top View Business Company Limited and KPN Land Company Limited) or Sub-Lease Agreement (between KPN Land Company Limited and WHA KPN Alliance) (as the case may be) only to the extent of land portion to be additionally invested by WHART at this time, to WHART for the remaining lease period (Step-in), in case where KPN Land Company Limited or WHA KPN Alliance fails to comply with such lease agreements.

6 (1) Currently, the areas of warehouse and office buildings of WHA KPN Mega Logistics Center (Bangna-Trad Km. 23) are not entirely leased to tenants. In this regard, WHART will request WHA or WHA KPN Alliance (who is the asset owner) to pay rent to WHART for the area of the warehouse and officebuildings that have not been leased to tenants for a period of 3 years or until there is a lessee during that period. The terms are in accordance with the Undertaking Agreement that WHART will enter into with WHA and WHA KPN Alliance (who is the asset owner). (2) WHART will request WHA and WHA KPN Alliance to pay rent to WHART for the warehouse building No. A3/2 in WHA KPN Mega Logistics Center (Bangna-Trad Km. 23) which currently has Yusen Logistic (Thailand) Co., Ltd. as a tenant (whereby the lease agreement will expire on 15 July 2019) with condition that; in case when such lease agreement expires and the tenant does not renew the lease agreement or it is under the negotiation period to renew such lease agreement but the tenant does not pay rent, WHA and WHA KPN Alliance will pay rent to WHART for the period after such expiration date of lease agreement until there is a tenant or until the tenant pay rent (as the case may be) but shall not exceed 31 December 2019. The terms are in accordance with the Undertaking Agreement that WHART will enter into with WHA and WHA KPN Alliance (who is the asset owner). 7 Currently, the leasable rooftop area is not occupied by a lessee. In this regards, if on the date that WHART will additionally invest in the asset, the leasable rooftop area is still not occupied by a lessee, WHART will request WHA or WHA KPN Alliance to pay the rent to WHART for the unoccupied leasable rooftop area for a period of 25 years, or until there is a lessee during that period. Either party may pay the rent for the other party during such time so that such other party is released from the obligation to pay the rent. The terms are in accordance with the Undertaking Agreement that WHART will enter into with WHA and WHA KPN Alliance. In this regard, during such payment of rent period by WHA, WHART shall give first right to WHA or WHA KPN Alliance and/or persons related to WHA to lease the leasable rooftop area before any third party for a period of no less than 25 years from the date that WHART will additionally invest in the asset, and such rental rate shall not be less than the rental rate that WHA currently pays to WHART and equal to or not less than the rental rate proposed by any third party to WHART (if any) In case when WHA or WHA KPN Alliance and/or persons related to WHA has exercised the Right to Lease Rooftop Area accordingly to the aforementioned conditions on lease terms and rental rate, WHA and WHA KPN Alliance shall be released from the obligations to pay rent to WHART under the conditions of the Undertaking Agreement to be entered into by WHART, WHA and WHA KPN Alliance. Additionally, WHA or WHA KPN Alliance and/or persons related to WHA will have the right to transfer the Right to Lease Rooftop Area and relevant obligations to persons related to WHA. 8 Formerly KPN Group Corporation Limited

6 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

(1.4) DSG HSIL, located at Bualoy Subdistrict, Nong Khae District, Saraburi. The details of this asset as follows: ▪ Ownership of land represented by 1 title deed (title deed No. 36360), with the land area accordingto the title deed of 15 rai 9. ▪ Ownership of warehouse, factory and office building in DSG HSIL in the amount of 1 building, with an approximate leasable area of 16,620 10 square meters, and approximate leasable car park area of 8,964 square meters. ▪ Ownership of structures and other properties which are the component parts of the land and building, tools, equipment, and utility systems of the building and other properties relating to, in connection with, and necessary for the use of the land and warehouse, factory and office building of DSG HSIL.

The details of the Additional Investment Assets in accordance with item (1.1) to item (1.4) above can be summarized as follows: - Total land area (only the portion to be : 172 rai 1 ngan 94.0 square wah invested in by WHART) - Total leasable building area of the portion to : approximately 156,534.61 square meters be invested in by WHART - Total leasable car parking area of the portion : approximately 13,822.00 square meters to be invested in by WHART - leasable rooftop area of the portion to be : approximately 35,212.00 square meters invested in by WHART

In this regard, WHAREM has appointed Southeast Asia International Company Limited and Grand Asset Advisory Company Limited as independent appraisers to appraise the value of the Additional Investment Assets. The investment in the Additional Investment Assets by WHART shall be no more than Baht 4,464,500,000 (payable on the date that WHART will invest in the Additional Investment Assets) which includes the rent, the land and structures purchase price, the purchase price of tools, equipment, and utility system in the buildings, and other relevant assets purchase price (exclusive of value added tax, registration fees, specific business tax, other relevant fees and expenses) (the details of assets specified in the filing for the offering of trust units and the prospectus for the offering of trust units for the investment in the additional assets No. 4 by WHART are to be considered as the assets which WHART will invest in). Before such investments are made by WHART, the Asset Owners will hold ownership and sub-leasehold rights in the Additional Investment Assets.

In addition, WHAREM wishes to appoint WHA, which being one of the major trust unitholders of WHART and the current property manager for the assets in which WHART is currently invested, as the property manager of the Additional Investment Assets.

9 Currently, this land parcel is under the process of cadastral surveying. 10 At present, although the area of the warehouse, factory and office building of DSG HSIL has been fully occupied by the lessee, however, in the case where on the date that WHART will additionally invest in the asset, the area of the warehouse, factory and office building is not fully occupied by a lessee, WHART will request WHA and WHAVH (who is the asset owner) to pay 3 years rent to WHART for the unoccupied lease area of the warehouse, factory and office building for the period of 3 years or until there is a lessee during that period. The terms are in accordance with the Undertaking Agreement that WHART will enter into with WHA and WHAVH (who is the asset owner).

7 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

2. The amount of capital and trust units increase, the method for determining the price of trust units to be issued and offered for sale, and the loan for the investment in Additional Investment Assets (the fourth additional investment) The capital used for the investment in Additional Investment Assets by WHART will be obtained from three sources: (1) funds from the capital increase of WHART through the issuance and offer for sale of additional trust units, (2) funds from loans, and (3) security deposits for rent and service fees from the Additional Investment Assets.

The capital structure used for the investment in Additional Investment Assets by WHART will take into account the appropriate debt-to-equity ratio and the capital of WHART and the prevailing conditions of the capital and debt markets. The details are as follows.

(2.1) Proceeds received from the capital increase of WHART through the issuance and offer for sale of additional trust units (the third capital increase) of up to approximately not exceeding 299,180,000 additional trust units.

The method for the offer for sale of trust units of WHART at this time will be an offer for sale through lead underwriters and underwriters. The price of the trust units to be offered for sale at this time will be determined with reference to the appraised value of the assets, as assessed by independent appraisers approved by the Office of the Securities and Exchange Commission (the “Office of the SEC”), and taking into account other relevant factors, including: (1) conditions of the capital and financial markets during the offer for sale of the trust units, (2) the appropriate rate of return for investors, (3) the commerciality of the assets, (4) interest rates, both domestically and on the global market, (5) the rate of return on investments in equity instruments, debt instruments, and other investment options, and (6) results from the survey of institutional investors (Bookbuilding).

(2.2) The amount of a loan of up to approximately not exceeding Baht 1,780,000,000.

(2.3) Security deposit for rent and service fees from the Additional Investment Assets of approximately Baht 45,000,000.

When combining the trust units from the capital increase of WHART (the third capital increase) through the issuance and offer for sale of up to approximately not exceeding 299,180,000 trust units with the current number of trust units in WHART being 1,963,977,172, WHART will have a total number of up to not exceeding 2,263,157,172 trust units, with a par value of Baht 9.2746 per unit.

3. The offering for sale parts of trust units to the specific investors (WHA and/or the WHA’s Associated Persons) WHAREM will offer for sale parts of trust units of not exceeding 15 percent of all additional trust units issued and offered for sale at this time to specific investors namely; WHA and/or WHA’s associated persons. The offering and allocation method for additional trust units to be issued and offered for sale in the third capital increase, and the listing of newly issued trust units on the Stock Exchange of Thailand shall be as stated in item No. 4.

4. The offering and allocation method for additional trust units to be issued and offered for sale for the third capital increase, and the listing of trust units on the Stock Exchange of Thailand In accordance with the capital increase and offering for sale parts of trust units to WHA and/or WHA’s associated persons as stated in item No. 2 and No. 3 above, there are two options to be proposed to the trust unitholders for consideration. ▪ In case the offering for sale parts of trust units to WHA and/or WHA’s associated persons has been approved by the Extraordinary Trust Unitholders’ Meeting of WHART No. 2/2018, WHAREM will present item No. 4.1 to the Extraordinary Trust Unitholders’ Meeting of WHA

8 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

Premium Growth Freehold and Leasehold Real Estate Investment Trust No. 2/2018 for consideration without presenting item No. 4.2 to the Extraordinary Trust Unitholders’ Meeting of WHA Premium Growth Freehold and Leasehold Real Estate Investment Trust No. 2/2018 for consideration. ▪ In case the offering for sale parts of trust units to WHA and/or WHA’s associated persons has not been approved by the Extraordinary Trust Unitholders’ Meeting of WHA Premium Growth Freehold and Leasehold Real Estate Investment Trust No. 2/2018, WHAREM will not present item No. 4.1 to the Extraordinary Trust Unitholders’ Meeting of WHA Premium Growth Freehold and Leasehold Real Estate Investment Trust No. 2/2018 for consideration but shall present item No. 4.2 to the Extraordinary Trust Unitholders’ Meeting of WHA Premium Growth Freehold and Leasehold Real Estate Investment Trust No. 2/2018 for consideration. The detail of item No. 4.1 and 4.2 are as follows:

4.1 Option 1: The offer for sale and allocation method for the additional trust units in the third capital increase and the listing of trust units on the Stock Exchange of Thailand in case there is the offering for sale parts of trust units to WHA and/or WHA’s associated persons

After the allotment of trust units in the First Portion to existing trust unitholders based on their entitlement, WHAREM shall allocate the remaining trust units to the existing trust unitholders who have declared their intention to subscribe to trust units in excess of the amount they are entitled to, as it deems appropriate, at the same time or after the allocation of trust units in the Third Portion.

9 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

Notification of the Capital Market Supervisory Board No. Tor Thor. 27/2559 Re: Rules, Conditions, and Procedures for Securities Underwriting, and other related notifications.

In the event that there are trust units outstanding after the offering for sale through a Private Placement and/or Public Offering, WHAREM reserves the right, as it deems appropriate, to allot the remaining trust units to the subscribers who are entitled to subscribe for the additional trust units in the First Portion and have declared their intention to subscribe to trust units in excess of the amount they are entitled to, at the same time or after the allocation of trust units in the Third Portion, as it deems appropriate.

4.2 Option 2: The offer for sale and allocation method for the additional trust units in the third capital increase and the listing of trust units on the Stock Exchange of Thailand in case there is no offering for sale parts of trust units to WHA and/or WHA’s associated persons

10 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

same time or after the allocation of trust units in the Second Portion, as it deems appropriate.

In any event, such allotment by WHAREM shall not cause any investor or group of persons to become unitholders holding more than 50 percent of the total number of trust units in WHART issued and sold.

In this respect, WHAREM shall file an application with the Stock Exchange of Thailand for its approval to list the additional trust units in WHART as listed securities within 45 days from the closing date of the offer for sale of the trust units.

The Additional Investment Assets of (1) Central-WHA Wangnoi 63 (2) WHA-KPN Bangna-Trad Km. 23 (3) WHA Rama 2 Km. 35 and (4) DSG HSIL Saraburi at a total value not exceeding THB 4,464.50 mm (exclusive of value added tax, registration fees, specific business tax, other relevant fees and expenses) are the assets of WHA Group which is a related party to WHAREM, the current REIT Manager of WHART. WHA holds 99.99% of WHAREM, one of the major unitholder of WHART (as of May 18, 2018, WHA holds 15.00% of WHART), and the current property manager of WHART. Therefore, this investment and the appointment of WHA as the property manager of the Additional Investment Assets11, is considered as the connected transaction between trust and the related party of the REIT Management pursuant to the Notification of SorRor. 26/2555 and the Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and the Acts of Listed Companies concerning Connected Transaction B.E. 2546 (2003) dated November 19, 2003 and its amendments (BorJor/Por 22-01) (“the Notification of BorJor/Por 22- 01”). The connected transaction size of the additional investment will be 23.22% of Net Tangible Assets (“NTA”) of Trust (calculated from the WHART’s financial statements for 3-months ended March 31, 2018) which is greater than 3.00% of NTA of Trust.

In addition, in case there is the offering for sale parts of trust units to WHA and/or WHA’s associated persons (details are presented in item 4.1 above). The number of trust units to be allocated to WHA and/or WHA’s associated persons, when combined with the First Portion, shall not exceed 15 percent of all trust units to be issued and offered for sale at this capital increase, which the size of the transaction will not greater than approximately THB 450 mm. Combining with the size of the additional investment transaction, the size of the transaction will be greater than 3.00% of NTA of Trust.

Therefore, WHART is obliged to disclose the information about the transaction to the SET and under the Trust Deed, such transaction must be approved in the unitholders’ meeting at the votes of not less than three-fourths of the total votes of the unitholders attending the meeting and having the rights to vote. (The meeting must be attended by at least 25 unitholders, or not less than half of all unitholders, and the unitholders present must collectively hold at least one third of all trust units sold by WHART to constitute a quorum). For the offering for sale parts of trust units to WHA and/or WHA’s associated persons, the dissenting votes shall not be more than 10 percent of all trust units of trust unitholders attending the meeting and having the right to vote

11 WHA will charge a property management fee (exclusive of value added tax) from WHART, which consists of the actual expenses and the fixed profit as stipulated annually. The property management fee shall not exceed 3% of the net asset value (NAV) of WHART as prescribed in the Trust Deed. In the event the REIT Manager has designated the property manager to supervise the construction and development of immovable properties and improvement of other assets that have not been obtained from the property manager and/or persons related to the property manager, the property manager may charge a fee for the supervision of improvement to buildings and construction of immovable properties, at a rate not exceeding 2% of the construction cost.

11 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

For the borrowing of WHART for the additional investment and supporting working capital of additional investment which may be from securities companies, commercial banks, financial institutions and/or insurance companies that are related to the Trustee. WHART wishes to obtain short-term and/or long-term loans will be not exceeding THB 1,780 mm. The transaction with persons related to the Trustee has to be obtained an affirmative vote from the trust unitholders’ meeting of not less than the majority vote which is exceeding the half of all trust units of the trust unitholders attending the meeting and having the right to vote and this matter might be deemed as a conflict of interest between WHART and the Trustee, therefore, the trust unitholders’ meeting shall not resolved with the dissenting votes of more than one-fourth of all trust units sold. Provided that the counting of such votes of all trust unitholders having the right to vote, WHAREM will exclude the votes from Persons Related to the Trustee.

Also, WHART has to engage the Independent Financial Advisor to provide opinion regarding the reasonableness of the transactions, the fairness of the price and conditions to the unitholders of the WHART. The Board of Directors Meeting of WHAREM dated has approved the appointment of Jay Capital Advisory Limited (“independent financial advisor” or “the IFA”), as financial advisor approved by the SEC and Jay Capital Advisory Limited does not have any relationship with WHART, WHAREM and WHA, and is authorized to be an independent financial advisor to provide an opinion to unitholders as supporting information for their voting consideration with respect to the transactions.

This IFA report was prepared based on the information gathered from interviews with the management of WHAREM, WHA, and Kasikornbank Public Company Limited as WHART’s financial advisor and also publicly available information as well as the IFA’s assessment of current economic conditions. Any significant changes to this information in the future may alter the IFA’s opinion on the transaction accordingly. Information and documents used in preparing this report included but are not limited to the following: ▪ The Resolutions of WHAREM’s Board of Director’s Meetings and Information Memorandum on WHART’s Related Party Transaction ▪ Information disclosure (Form 56-REIT) and Annual Report as of FY 2017 of WHART ▪ Information disclosure (Form 56-REIT) and Annual Report as of FY 2017 of WHA ▪ Prospectus of offering the Trust units of WHART for Initial Investment (IPO), the 1st – 2nd Capital Increase, and the receipt of transfer of assets and liabilities from WHAPF from the conversion of WHAPF into WHART and the additional investment. ▪ The WHART’s audited financial statements for the year ended December 31, 2014 - 2017, and reviewed financial statements for the 3 – months ended March 31, 2018 ▪ Projected income and distribution statement for the period of 1 year from January 1, 2019 (the expected investment date of the Trust) until December 31, 2019 of WHART as prepared by WHAREM and audited by the auditor ▪ The contracts and summary of the contracts related to the transactions ▪ Information from interviews with the managements of WHAREM, the management company of WHA and Kasikornbank Public Company Limited as WHART’s financial advisor ▪ Information and documents obtained from WHAREM, WHA and Kasikornbank Public Company Limited as WHART’s financial advisor ▪ The appraisal reports on assets related to entering transaction by the independent appraisers

In addition, the IFA’s opinion was based on the following assumptions: ▪ All information and documents provided by the WHAREM, WHA, and Kasikornbank Public Company Limited as WHART’s financial advisor, including and the interviews with management of WHART, WHAREM, and WHA were valid and true. The opinion obtained was credible and close to the current situation. ▪ No past events or imminent events or impending events would create significant negative impacts on the WHART’s operating performance, WHAREM’s operating performance, and WHA’s operating performance. ▪ All business contracts related to WHART, WHAREM, and WHA were legal and binding. There would not be any amendments, revocation nor cancellation of the laws related to the transactions.

12 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

The IFA has prepared this report on May 18, 2018 and hereby certified that we have studied, analyzed and prudently performed our duties as an Independent Financial Advisor, complying with the generally accepted professional standard and rendered our opinion based on the unbiased analysis with regards to the best benefit of the unitholders. However, it is important to note that the IFA’s opinions are based on the information and documents received from WHAREM, WHA, Kasikornbank Public Company Limited as WHART’s financial advisor and other publicly available information. The IFA assumes that such information is accurate and reliable at the time the IFA prepared this opinion report. However, if such information is found to be inaccurate and/or incomplete and/or unreliable and/or have any significant changes in the future, the opinion provided by the IFA may differ accordingly. As a result, the IFA is unable to be held responsible for any adverse impacts on WHART and its unitholders resulting from the transaction. In addition, the objective of this report is merely to provide an opinion on the transactions to WHART’s unitholders only. Notwithstanding, the decision to vote is the sole discretion of the unitholders, which shall include the consideration of advantages, disadvantages, and risk associated with the transactions as well as consideration of the attached documents submitted to the unitholders along with the invitation letter so as to make the most appropriate decision. In this regard, the opinion of the IFA does not certify the success of the transactions as well as the possible impacts to WHART and/or to WHART’s unitholders. The IFA does not hold any responsibilities for the impacts that might arise from such transactions both directly and indirectly.

The IFA has considered the reasonableness of the transactions in detail described below:

13 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

Executive Summary

WHART is the trust with a policy to invest in real estate assets that can generate revenues and/or in other securities or types of assets or to seek benefits by using other means. The investment criteria of WHART is to focus on the asset types like warehouses, distribution centers, and factories or other types of assets that the Trust can invest in. WHART seeks various forms of benefits from the assets acquired for the best interests of the overall trust unit holders such as from the lease, the sub-lease, and the providing of services related to the lease or the leased assets, etc. At present, WHART has investments in the assets and leasehold rights as follows;

Summary of the current assets of WHART Assets Characteristics Location Assets that WHART initially invested 1 WHA Ladkrabang o Freehold rights to 1 land plot (title deed no. 38139) with a Tambon Klong Sam Distribution Center total stated area of 35-0-0.0 rais Prawet, Amphoe o Freehold rights to warehouse buildings with offices, a total Ladkrabang, leasable area of approximately 35,092.97 sq.m. Bangkok o Freehold rights to building constructions and other assets of the project 2 WHA Bangna-Trad o Leasehold rights to 2 land plots with a total stated area of 74- Tambon Bang Km.18 2-67.0 rais Chalong, Amphoe o Freehold rights to factory buildings with offices, a total Bang Phli (Bang leasable area of approximately 72,179.48 sq.m. and total Phli Yai), Samut leasable rooftop area (for solar rooftop) of 23,976.30 sq.m. Prakan o Freehold rights to building constructions and other assets of the project 3 WHA Bangna-Trad o Freehold rights to 4 land plots with a total stated area of 65-0- Tambon Bang Sao Km.23 21.9 rais Thong, Amphoe o Freehold rights to factory buildings with offices, a total leasable Bang Phli (Bang area of approximately 59,835.00 sq.m. and total leasable Phli Yai), Samut rooftop area (for solar rooftop) of 50,641.04 sq.m. Prakan o Freehold rights to building constructions and other assets of the project Assets that WHART invested in during the first capital increase 4 WHA Chonlaharnpichit o Freehold rights to 1 land plot with a total stated area of 81-0- Tambon Bang Pla, Km.4 15.9 rais Amphoe Bang Phli, o Freehold rights to factory buildings with offices, a total Samut Prakan leasable area of approximately 80,745.55 sq.m. and total leasable rooftop area (for solar rooftop) of 68,384.20 sq.m. o Freehold rights to building constructions and other assets of the project 5 WHA Wangnoi o Leasehold rights to 3 land plots with a total stated area of 69-0- Tambon Sai Noi, 16.0 rais. The lease expires on April 30, 2042. Amphoe Wangnoi, o Freehold rights factory buildings with offices, a total leasable Ayutthaya area of approximately 61,182.00 sq.m. and total leasable rooftop area (for solar rooftop) of 26,472.05 sq.m. o Freehold rights to building constructions and other assets of the project 6 WHA Saraburi o Freehold rights to 2 land plots with a total stated area of 34-3- Hemaraj Saraburi 12.0 rais Industrial Estate, o Freehold rights to factory buildings with offices, a total leasable Nong Pla Mo Road, area of approximately 32,986.00 sq.m. Nong Khae District, o Freehold rights to building constructions and other assets of the Saraburi project Assets that WHART invested in during the second capital increase 7 WHA Chonlaharnpichit o Sub-leasehold rights to 1 land plot with a total stated area of 66- Bang Pla, Amphoe Km.5 2-85.0 rais. The lease expires on March 31, 2043. Bang Phli, Samut o Freehold rights to 5 factory buildings with offices, a total leasable Prakan area of approximately 62,105.25 sq.m., total leasable rooftop area (for solar rooftop) of 50,143.60 sq.m., and leasable parking area of 2,378.90 sq.m.

14 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

Assets Characteristics Location o Freehold rights to building constructions and other assets of the project 8 WHA Ladkrabang o Freehold rights to 10 land plots with a total stated area of 99- Klongsam Pravej, 1-51.0 rais Ladkrabang, o Freehold rights to warehouse buildings with offices, a total Bangkok leasable area of approximately 95,110.00 sq.m., total leasable rooftop area (for solar rooftop) of 59,986.30 sq.m., and leasable parking area of approximately 1,350.00 sq.m. o Freehold rights to building constructions and other assets of the project Asset that WHAPF transferred to WHART 9 Kao 1 Kao 2 and Kao 3 o Freehold rights to 6 land plots with a total stated area of 46-3- Tambon Don Hua 81.0 rai Lo, Amphoe o Freehold rights to warehouse buildings with offices, a total Mueang, Chon Buri leasable area of approximately 42,310.44 sq.m. o Freehold rights to building constructions and other assets of the project 10 Triumph (formerly o Freehold rights to 1 land plot with a total stated area of 29-3- Amata City known as Primus) 91.2 rai Industrial Estate, o Freehold rights to factory buildings with offices, a total Tambon Map Yang leasable area of approximately 14,320.80 sq.m. Phon, Amphoe o Freehold rights to building constructions and other assets of Pluak Daeng, the project Rayong 11 DKSH Consumer and o Leasehold and sub-leasehold right to 10 land plots with a total Tambon DKSH 3M stated area of 83-0-81.0 rai. The lease expires on 8 December Sisacharakhe Yai, 2035, 9 January 2036, 23 January and 5 Febuary 2039 Amphoe Bang Sao o Freehold rights to warehouse buildings with offices, a total Thong (Bang Phli), leasable area of approximately 73,022.44 sq.m. Samut Prakan o Freehold rights to building constructions and other assets of the project 12 DKSH Bang Pa-in o Freehold rights to 3 land plots with a total stated area of 30-2- Bang Pa-in 53.0 rai Industrial Estate, o Freehold rights to warehouse buildings with offices, a total Tambon Khlong leasable area of approximately 36,000.00 sq.m. Chik, Amphoe Bang o Freehold rights to building constructions and other assets of Pa-in, Ayutthaya the project 13 Ducati o Freehold rights to 2 land plots with a total stated area of 27-1- Amata City 53.4 rai Industrial Estate, o Freehold rights to warehouse buildings with offices, a total Free Zone, Tambon leasable area of approximately 20,285.00 sq.m. Map Yang Phon, o Freehold rights to building constructions and other assets of Amphoe Pluak the project Daeng, Rayong 14 Healthcare o Freehold rights to 5 land plots with a total stated area of 47-0- Tambon Bang 66.0 rai Chalong, Amphoe o Freehold rights to factory buildings with offices, a total Bang Phli, Samut leasable area of approximately 52,706.84 sq.m. Prakarn o Freehold rights to the air conditioning system located in the distribution center of Healthcare project o Freehold rights to building constructions and other assets of the project 15 WHA Mega Logistics o Partial sub-leasehold right to 3 land plots with a total stated Tambon Bang Center (Bangna-Trad area of 71-0-5.5 rai. The lease expires on 23 November 2041 Chalong, Amphoe Km.19) * o Freehold rights to warehouse buildings with offices, a total Bang Phli, Samut leasable area of approximately 68,988.74 sq. m. and car Prakan parking leasable area of approximately 2,597.00 sq.m. o Freehold rights to building constructions and other assets of the project 16 DSG o Freehold rights to 4 land plots with a total stated area of 48-0- Hemaraj Saraburi 26.5 rai Industrial Land, o Freehold rights to warehouse buildings with offices, a total Saraburi, Tambon leasable area of approximately 55,372.40 sq.m. Nong Plamo and

15 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

Assets Characteristics Location o Freehold rights to improvements and other assets Tambon Bualoy, o Freehold rights to building constructions and other assets of Amphoe the project Nongkhae, Saraburi 17 WHA Mega Logistics o Freehold rights to 5 land plots with a total stated area of 39-0- Tambon Pantong, Center (Pantong Chon 18.0 rai Amphoe Pantong, Buri) o Freehold rights to warehouse buildings, a total leasable area Chon Buri of approximately 38,565.00 sq.m. o Freehold rights to building constructions and other assets of the project Assets that WHART invested in during the third capital increase 18 WHA Mega Logistics o Leasehold rights to 2 land plots (partly) with a total area of 50-0- Tambon Bang Pla, Center 46.25 rais and the leasehold period of 30 years from the Amphoe Bang Phli, (Chonlaharnpichit investment date of WHART. WHA undertakes to give the right to Samut Prakarn Km.3) extend the lease period to WHART for another 30 years. o Leasehold rights to warehouse buildings with offices, a total leasable area of approximately 47,253.0 sq.m., a total leasable rooftop area (for solar rooftop) of 37,303.80 sq.m. and leasable parking area of approximately 2,340.00 sq.m with extension the lease period for another 30 years. o Freehold rights to building constructions and other assets of the project 19 WHA Mega Logistics o Freehold rights to 1 land plot with a total area of Amphoe Lumlukka, Lumlukka approximately 12 – 2 – 50.50 rais Patum Thani o Freehold rights to factory building and offices, with a total leasable area of approximately 8,045.64 sq.m. and leasable parking area of approximately 4,124.00 sq.m. o Freehold rights to building constructions and other assets of the project 20 Omada Aerospace o Freehold rights to 2 land plots with a total stated area of 25 – 3 – City Industrial Factory (Rayong) 32.4 rais Estate, Tambon o Freehold rights to factory building with office, a total leasable area Mabyaporn, for phase 1 of approximately 16,469.00 sq.m. Amphoe o Freehold rights to building constructions and other assets of the Pluakdang, Rayong project Remark * Building C and building M of WHA Mega Logistics Center (Bangna-Trad Km.19) are the part of Assets that WHART invested during the third capital increase

1. The investment in additional assets

WHAREM, as the REIT manager of WHART, would like WHART to have higher income generated from assets in the future through investing in assets with potential to generate additional income in additional to the current assets of WHART as the details in table above. This is in accordance with the objective of the trust which are to raise funds for purchase, lease, and/or sublease real estate assets and seek benefits from the real estate assets namely warehouses, distribution centers, factories or other real estate assets that the Trust can acquire in order to generate revenues and returns to WHART and the trust unit holders of WHART. Therefore, on 27 April 2018, WHAREM passed a resolution to propose the trust unit holders of WHART in relation to obtain the approval of Additional Investment Assets which are the assets of WHA Group. The Additional Investment Assets consist of 4 assets by investing in (1) Central-WHA Wangnoi 63 (2) WHA-KPN Bangna-Trad Km. 23 (3) WHA Rama 2 Km. 35 and (4) DSG HSIL at a total value not exceeding THB 4,464.50 mm (exclusive of value added tax, registration fees, specific business tax, other relevant fees and expenses) which a total price is not higher than the lowest total appraisal value obtained from the appraisal report no more than 10 percent. The capital used for the investment in Additional Investment Assets by WHART will be obtained from three sources: (1) proceeds received from the capital increase of WHART through the issuance and offer for sale of additional trust of up to approximately not exceeding 299,180,000 additional trust units, (2) The amount of a loan of up to approximately not exceeding THB 1,780.00 mm, and (3) security deposits for rent and service fees from the Additional Investment Assets of approximately THB 45 mm.

16 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

The information for the assets of WHA that WHART will invest are as as follows:

Summary of the assets of WHA Group that WHART will invest Assets Characteristics Location Ownership 1 WHA Rama 2 o The parial leasehold right to 1 land title deed with a total Bang Krachao WHA Km. 35 2 / 3 stated area of approximately 17-1-50.0 rais with the 30- Subdistrict, years leasehold term from WHART’s expected investment Muang Samut date (within 1 January 2019). WHA undertakes to give the Sakhon District, right to extend the lease period to WHART for another 30 Samit Sakhon years. o The leasehold right to 1 warehouse building with office, a total leasable building area of approximately 14,084.00 square meters, total leasable parking lot area of approximately 4,858.00 square meters and total leasable rooftop area of approximately 9,100.00 square meters with the 30-years leasehold term from WHART’s expected investment date (within 1 January 2019). o Freehold rights to building constructions and other assets of the project 2 Central WHA o The freehold rights to 3 land title with a total stated area of Bo Ta Lo Central WHA Wangnoi 63 4 96-1-44.0 rais1 Subdistrict, Alliance Co., o The freehold right to 1 warehouse building with office, a Wang Noi Ltd. total leasable area of approximately 86,223.61 square District, (WHA holds o Freehold rights to building constructions and other assets Ayutthaya 50% of its of the project stake) 3 WHA-KPN o The subleasehold right to 1 land title deed and parial Bang Sao Thong WHA KPN Bangna-Trad subleasehold rights to 3 land title deeds with a total stated Subdistrict, Bang Alliance Co., Km. 23 3 / 5 area of approximately 43-3-0.0 1 rais with the subleasehold Plee Thong Ltd. term ended on 2 January 2044 or about 25 years from District, Samut (WHA holds WHART’s expected investment date (within 1 January 2019) Prakan 64.97% of its o The leasehold rights to 2 warehouse buildings with offices, stake) a total leasable area of approximately 39,607.00 square meters and total leasable rooftop area of approximately 26,112.00 square meters with the leasehold term ended on 2 January 2044 or about 25 years from WHART’s expected investment date (1 January 2019). o Freehold rights to building constructions and other assets of the project 4 DSG HSIL o The freehold rights to 3 land title with a total stated area of Bua Loi WHA Saraburi 2 15-0-0.0 rais 1 Subdistrict, Venture o The freehold right to 1 warehouse building with factory and Nongkhae Holdings Co., office, a total leasable building area of approximately District, Saraburi Ltd. 16,620.00 square meters and total leasable parking lot area (WHA holds of approximately 8,964.00 square meters. 100% of its o Freehold rights to building constructions and other assets of stake) the project

Remark - The information for the assets of WHA Group that WHART will additionally acquire and the asset appraisal prices prepared by the asset appraisers are presented in Enclosure 2 - 5 of this report. 1 This land parcel is under the process of cadastral surveying 2 At present, although the area of the warehouse, factory and office building has been fully occupied by a lessee, however, in the case where on the date that WHART will additionally invest in the asset, the area of the warehouse, factory and office building is not fully occupied by the lessee, WHART will request WHA or the asset owner to pay 3 years rent to WHART for the unoccupied lease area of the warehouse, factory and office building for the period of 3 years or until there is a lessee during that period. The terms are in accordance with the Undertaking Agreement that WHART will enter into with WHA or the asset owner. 3 Currently, the leasable rooftop area is not occupied by a lessee. In this regards, if on the date that WHART will additionally invest in the asset, the leasable rooftop area is still not occupied by a lessee, WHART will request WHA or the asset owner to pay the rent to WHART for the unoccupied leasable rooftop area for a period of 25 years, or until

17 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

there is a lessee during that period. The terms are in accordance with the Undertaking Agreement that WHART will enter into with WHA and the asset owner. In this regard, during such payment of rent period by WHA and/or the asset owner, WHART shall give first right to WHA or the asset owner and/or persons related to WHA to lease the leasable rooftop area before any third party for a period of no less than 25 years from the date that WHART will additionally invest in the asset, and such rental rate shall not be less than the rental rate that WHA currently pays to WHART and equal to or not less than the rental rate proposed by any third party to WHART (if any) (the “Right to Lease Rooftop Area”). In case when WHA or the asset owner and/or persons related to WHA has exercised the Right to Lease Rooftop Area accordingly to the aforementioned conditions on lease terms and rental rate, WHA and the aseet owner shall be released from the obligations to pay rent to WHART under the conditions of the Undertaking Agreement to be entered into by WHART, WHA and the asset owner. Additionally, WHA or the asset owner and/or persons related to WHA will have the right to transfer the Right to Lease Rooftop Area and relevant obligations to persons related to WHA. 4 Subject to the approval from the Office of the SEC and/or relevant authority, on the investment date, WHART may register servitude right over certain part of land that WHART will invest in (Servient Property) to be used as walkway, road, drainage and for electricity, water, telephone, other utilities, and installation of name sign and advertising sign for the benefit of the land owned by Central WHA Alliance locating near the land that WHART will invest in (Dominant Property) at the expense of Central WHA Alliance. Nevertheless, in case WHART does not receive the approval from the Office of the SEC and/or relevant authority in registering the said servitude right, WHART may grant Central WHA Alliance and/or group companies of Central WHA Alliance the right to use certain part of land that WHART will invest in as walkway, road, drainage and for electricity, water, telephone, other utilities, and installation of name sign and advertising sign. The terms are in accordance with the Land, Building and Structures Sale and Purchase Agreement that WHART will enter into with Central WHA Alliance (who is the asset owner). 5 WHART will request WHA and WHA KPN Alliance to pay rent to WHART for the warehouse building No. A3/2 in WHA KPN Mega Logistics Center (Bangna-Trad Km. 23) which currently has Yusen Logistic (Thailand) Co., 6 Formerly KPN Group Corporation Limited 8 Ltd. as a tenant (whereby the lease agreement will expire on 15 July 2019) with condition that; in case when such lease agreement expires and the tenant does not renew the lease agreement or it is under the negotiation period to renew such lease agreement but the tenant does not pay rent, WHA and WHA KPN Alliance will pay rent to WHART for the period after such expiration date of lease agreement until there is a tenant or until the tenant pay rent (as the case may be) but shall not exceed 31 December 2019. The terms are in accordance with the Undertaking Agreement that WHART will enter into with WHA and WHA KPN Alliance (who is the asset owner).

The detail of the relevant parties and key condition of agreement related to the investment in additional assets are illustrated in Section 1, item 1.1.2 and the detail of the Additional Investment Assets are illustrated in Section 1, item 1.1. of this report.

In addition, WHAREM intends to appoint WHA, who is the connected person of WHAREM (WHA holds 99.99% in WHAREM) and one of the major trust unit holders of WHART (as of May 18, 2018, WHA holds trust units of WHART at 15.00%)) as well as the property manager of WHART at present, to be the property manager for the assets that WHART will additionally acquire. WHA will collect the property manager fees (excluding VAT) from WHART at not exceeding 3.00% per year of the net asset value (NAV) of the Trust as specified in the Trust Deed. In the case that the REIT manager appoints the property manager to supervise the construction of any additional new real estate projects and the improvement of other assets that are not acquired from the property manager and/or the connected person of the property manager, the property manager is able to collect the supervising fees for building improvement and real estate project development at not exceeding 2.00% of the construction value12

12 The criteria for determining the property management fees for the additional assets to be acquired is the same basis as the criteria for determining the property management fees for the initial investment in assets and the additional investment no.1, no.2 and no.3 of WHART. The basis of fee calculation comprises the actual expenses incurred plus the fixed profit margin for each year. However, the fee shall not exceed 3% per year of the net asset value (NAV) of the Trust.

18 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

However, WHART will make additional investments only if the following keys conditions are fulfilled. 1. The company that owns the property has approval from Board Meeting and/or Shareholders’ Meeting (if necessary) of its company to sell, lease, or sublease the property (case by case) to WHART and has proceeded to prepare the property for investment by WHART. 2. There are no outstanding issues on legal status, registration for cancellation of business collateral, and release of land and building mortgages as security to banks or financial institutions. If there are outstanding legal issues or it is unable to proceed, WHAREM will disclose the risks in unit trust prospectus and filing for real estate investment that WHART will additionally invest as the fourth time. 3. The trustee has the opinion that the characteristics of the transactions are in accordance with Trust Deed, the related contracts, rules and regulations. 4. WHART’s unitholder’s meeting and the SEC must approved the capital increase of WHART, the borrowing from financial institution and other matters related to the additional investment transaction , which includes the connected transaction of WHART.

2. The offering and allocation method for the additional trust units to be issued and offered for sale

For the additional Investment, WHAREM plans to increase the capital of WHART by issuing and offering up to approximately not exceeding 299,180,000 additional trust units. the price of the trust units to be offered for sale at this time will be determined with reference to the appraised value of the assets, as assessed by an independent appraisers approved by the Office of the SEC, and taking into account other relevant factors. In case there is the offering for sale parts of trust units to WHA and/or WHA’s associated persons, the number to be offered to WHA and/or WHA’s associated persons shall not exceed 15 percent of all trust units to be issued and offered for sale at this capital increase. The size of the transaction will not greater than approximately THB 450 mm. Combining with the size of the additional investment transaction, the transaction will be considered as related party transaction between WHART and the party related to WHAREM in its capacity as the REIT Manager.

Therefore, WHART is obliged to disclose the information about the transaction to the SET and under the Trust Deed, such transaction must be approved in the unitholders’ meeting at the votes of not less than three-fourths of the total votes of the unitholders attending the meeting and having the rights to vote, and the dissenting votes shall not be more than 10 percent of all trust units of trust unitholders attending the meeting and having the right to vote. (The meeting must be attended by at least 25 unitholders, or not less than half of all unitholders, and the unitholders present must collectively hold at least one third of all trust units sold by WHART to constitute a quorum).

19 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

3. The borrowing of WHART for the addtional investment

For the capital from the borrowing for the additional investment, WHAREM may be securities companies, commercial banks, financial institutions and/or insurance companies that are related to the Trustee. The short- term and/or long-term loans will be not exceeding THB 1,780 mm which consists of (1) long term loan facility approximately not exceeding THB 1,750 mm for the investment in the additional, (2) short term loan facility approximately not exceeding THB 30 mm for the support of supporting the return of deposits for rental and service fees for the investment in the Additional Investment Assets.

The REIT manager reserves the right in setting any criteria or conditions of the borrowings as well as taking any actions related to such borrowings taken into consideration the interests of WHART and the trust unit holders such as the consideration, borrowing amount, interest rate, term, repayment period, negotiation process, signing, delivery of any documents related to the borrowings, as well as the appointment and/or the removal of the authorized person to proceed with the above actions and ensure that they are successfully executed. Provided that if a loan is obtained from Persons Related to the Trustee,the interest rate of the first year shall not exceed the percentage rate of MLR– 1.5 per annum, except for some exceptional cases which shall be as specified in the loan agreement accordingly

Therefore, WHART is obliged to disclose the information about the transaction to the SET and under the Trust Deed, such transaction must be approved in the unitholders’ meeting at the votes of greater than one half of the total votes of the unitholders attending the meeting and having the rights to vote and this matter might be deemed as a conflict of interest between WHART and the Trustee, therefore, the trust unitholders’ meeting shall not resolved with the dissenting votes of more than one-fourth of all trust units sold. Provided that the counting of such votes of all trust unitholders having the right to vote. (The meeting must be attended by at least 25 unitholders, or not less than half of all unitholders, and the unitholders present must collectively hold at least one third of all trust units sold by WHART to constitute a quorum).

Summary of the IFA’s opinion towards the transaction In reference to the appointment of the IFA by WHAREM to provide opinions to the trust unit holders regarding the reasonableness of the transactions, the fairness of the price and conditions to the unitholders of the WHART, the IFA has the opinion towards the transaction as follows; o The investment in additional assets The IFA views that the investment in the additional assets which are the assets of WHA Group is appropriate because: 1. The investment in the assets with potential to generate income to WHART immediately after investment. This is because the average occupancy rate of the 4 projects as of the expected investment date is 94.29% (excluding the rooftop area). Moreover, WHA agrees to pay the rental fees to WHART for the unoccupied lease area (excluding Central-WHA Wangnoi 63 project which currently its leaseable area is fully occupied) for a period of 3 years for warehouses and offices and for a period of 25 years for rooftop starting from the investment date of WHART. Futhermore, the additional assets has income- generating capacity to WHART continuously in the future as there is weighted average lease expiry of 7.51 years since the expected investment date (excluding the undertaking by WHA and/or the asset owner in case there is no tenant at the expected investment and renewal period). Additionally, given the competitive advantage of the asset location, which is situated in the key industrial provinces of Thailand with transportation facilities, the assets are thus in high demand. As a result, WHART will have an opportunity to generate a continuous stream of rental and service income from these assets of WHA Group in the future, especially for WHA Rama 2 Km. 35 project whice located in the new area a part from the current assets of WHART, which can enhance WHART to decrease its concentration and increase the diversification. In the event that the occupancy rate and the rental rate of these assets are according to the business plan of WHART, the trust unit holders will have an opportunity to earn higher return from the investment in the trust units of WHART from its growing performance over the long run.

20 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

2. WHART will have greater amounts of assets and revenue earned from assets to enhance the confidence of the investors as well as the attractiveness of WHART. The higher demand of WHART’s trust units could also have a positive effect on trading price and liquidity of WHART’s trust units in the future. 3. The transaction price of WHA Group’s asset investment of not exceeding THB 4,464.50 million in range with the fair price estimated by the IFA using the Discounted Cash Flow approach, which is THB 4,294.97 – 4,704.09 million (Details of the fair price evaluation by IFA is illustrated in Section 1, item 1.3.1 of this report). 4. The forecasted yield to the trust unit holders in the first year after receiving the asset transfer from the additional investment in the assets of WHA Group will be THB 0.75 per unit (excluding the forecasted distribution from capital reduction at THB 0.04 per unit), which is comparable to the yield in the scenario where WHART does not invest in any additional assets (considering the income earned from only the current 20 assets of WHART), which will be THB 0.75 per unit (excluding the forecasted distribution from capital reduction at THB 0.05 per unit) 5. The conditions and/or requirements underlying the additional investment in the assets of WHA Group were made to protect the benefits of WHART in obtaining the assets at the conditions as agreed upon by the counterparties before entering into the transaction as well as to help WHART obtain benefits from this investment as intended which are acquiring assets with revenue generating capability so that the overall trust unit holders will subsequently benefit from the transaction and/or are normal conditions for the sale and purchase transaction and/or can be agreed upon mutually and voluntarily by counterparties of which they do not alter the benefits to WHART in anyway such as; WHA agrees to pay rental fee for the unoccupied warehouses and rooftop as of the investment date of WHART, WHA agrees to mortgage the land no. 134435 with the total stated area of 39-2-72.8 rai which the land of WHA Rama 2 Km. 35 project including of other leased assets in relation to the project to WHART as a security to guarantee the rights to extend the lease period of such assets for another 30 years, etc. In addition the key conditions of the transaction are similar or are made using the same basis of the investment in the initial investment, the additional assets no. 1, no. 2, and no. 3

However, the entering into the transaction has disadvantages and risks that the trust unit holders should consider prior to approving the transaction as follows; 1. WHART will have an increasing the burden of debts and interest expenses to financial institutions. In the event that WHART borrows loans from financial institutions at the maximum amount according to the resolution of the Board of Directors’ meeting of the REIT manager at not exceeding THB 1,780 mm which is equivalent to debt to total assets ratio of approximately 39.87% of the maximum investment price. The long term loan facilities, to be used as a part of the capital for the payment of the assets of WHA Group, shall not exceed 2 year which consist of facility 1 not exceeding 1 year and facility 2 not exceeding 1 year for the refinance of facility 1. However, WHART may consider to borrow from financial institution or issue bond to refinance the loan further. 2. The effect on the existing unitholders who have not exercised the rights to buy the newly-issued trust units as WHART will issue new trust units with the maximum amount of 299,180,000 units to partially finance the additional investment in the assets. In case that the all the existing unitholders do not exercise their rights, the control dilution effect is approximately 13.22% (Details is illustrated in Section 1, item 1.2.2 of this report). Besides if the price of the trust units offered is lower than the market price at that time, it may also cause the Price Dilution effect. 3. WHART might be unable to seek benefits from the assets of WHA Group as planned. This could be a result of risk factors associated with warehouse rental business. For example, inability to find new tenants for the unoccupied lease areas to replace WHA upon the end of the 3 year period for warehouses and 25 year period for rooftop, WHART cannot find the new tenants to replace the existing tenants, the existing tenants extend the lease contract with inferior rental rates and conditions etc. In the event that WHART is unable to seek benefits from the assets of WHA Group as planned, the level and continuity of income will be affected. As a result, WHART and the trust unit holders may not earn return from the investment in the assets of WHA Group as expected. 4. Risk associated with the loss of benefits from leasing out the assets in the event that WHART is unable to exercise the rights to extend the lease of the assets under WHA Rama 2 Km. 35 for another 30 years after the expiry of the first 30 years period due to whatever reasons. However, since WHA agrees to

21 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

mortgage land no. 134435 with the total stated area of 39-2-72.8 rai which the land of WHA Rama 2 Km. 35 project including of other leased assets in relation to the project to guarantee the compliance of WHA to the condition under the lease contract which provides WHART the rights to extend the lease period. In case WHA does not comply with such condition, WHART is entitled to receive the maximum compensation equivalent to the damages occurred from not having the rights to extend the lease period. Therefore, the condition under the mortgage contract could help reducing the impact that may happen to WHART to a certain level. 5. Risks from loss of benefits and additional obligations in the case that the main rental contract or sublease contract of Project WHA-KPN Bangna-Trad km.23 is terminated or over before the end of sublease period. In addition, WHART is still subjected to risk similar to the main rental right and first sublease right. However, WHART is in negotiation with TopView Business Company Limi ted (“Landowner”), KPN Land Company Limited (“Main renter”) and WHA KPN Alliance (“First sub renter”) in order to gain the right to become the contract party directly with the Main renter in the case that the First sub renter defaults with the Main renter or become the contract party directly with the Landowner in the case that the Main renter defaults with the Landowner. In addition, WHART has policy to enter into investment for gaining the right of ownership via property rental. This means WHART must set procedures to mitigate or reduce risks that may occur to the Trust as a result from investment to gain the right of ownership via property sublease that lessor does not hold ownership such as setting up agreement for juridical act from related persons to ensure contract compliance and compensation to WHART or setting up terms and agreements that provide right for WHART to amend breach of contract directly with the owner and become the renter directly. If WHART can negotiate with the Landowner, the Main renter, and the First sublease for terms or agreements that can mitigate or reduce risks from the aforementioned policy, it will help reduce impact that may occur to WHART at a certain level. Nevertheless, WHART may be subjected to additional obligations if it must proceed with amendment of default or becoming the renter directly or the First sublease (case by case) in comparison to investment in ownership, investment in rental right, and investment in right for first sublease. 6. Create doubts towards WHAREM as the REIT manager, about the independency of WHAREM when involved as the REIT manager to negotiate the conditions of any transactions with WHA both in terms of purchase price and purchase conditions of additional assets. However, prior to the investment in such assets, WHAREM, as the REIT manager, has engaged advisors to perform due diligence on the information as well as the contracts related to assets and key equipment to be acquired. Meanwhile, the purchase prices of these additional assets are based on the appraisal prices evaluated by the two independent asset appraisers approved by the SEC. Furthermore, the entering into the connected transaction must go through the required procedures for entering into the connected transaction as specified in the operation manual. And also, the transaction must be approved by the Board of Directors of the REIT manager (excluding the votes of the interested directors) as well as by the trustee to ensure that the transaction is in accordance with the Trust Deed as well as related laws. These procedures will help maintaining the benefit of the Trust when entering into the transaction with connected person. When considering the benefits, disadvantages and risks that WHART will obtain from entering into the transaction and the reasonableness of the price and conditions above, the IFA views that the investment in the assets of WHA Group will benefit WHART and is appropriate. Therefore, the trust unit holders should approve the transaction. However, WHART will make additional investments only if the following keys conditions are fulfilled. 1. The company that owns the property has approval from Board Meeting and/or Shareholders’ Meeting (if necessary) of its company to sell, lease, or sublease the property (case by case) to WHART and has proceeded to prepare the property for investment by WHART. 2. There are no outstanding issues on legal status, registration for cancellation of business collateral, and release of land and building mortgages as security to banks or financial institutions. If there are outstanding legal issues or it is unable to proceed, WHAREM will disclose the risks in unit trust prospectus and filing for real estate investment that WHART will additionally invest as the fourth time. 3. The trustee has the opinion that the characteristics of the transactions are in accordance with Trust Deed, the related contracts, rules and regulations.

22 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

4. WHART’s unitholder’s meeting and the SEC must approved the capital increase of WHART, the borrowing from financial institution and other matters related to the additional investment transaction , which includes the connected transaction of WHART.

In addition, WHART will invest in WHA KPN Mega Logistics Center (Bangna-Trad Km. 23) under the condition that Top View Business Company Limited (as land owner of land to be additionally invested by WHART at this time), KPN Land Company Limited (as holder of leasehold right in such land from Top View Business Company Limited) and WHA KPN Alliance (as holder of the sub-leasehold right in such land from KPN Land Company Limited) agree to transfer rights and obligations pursuant to Principal Lease Agreement (between Top View Business Company Limited and KPN Land Company Limited) or Sub-Lease Agreement (between KPN Land Company Limited and WHA KPN Alliance) (as the case may be) only to the extent of land portion to be additionally invested by WHART at this time, to WHART for the remaining lease period (Step-in), in case where KPN Land Company Limited or WHA KPN Alliance fails to comply with such lease agreements. o The appointment of WHA as the property manager for the additional assets that WHART will invest The IFA views that the appointment of WHA as the property manager for the assets of WHA Group that WHART will additionally acquire is appropriate because: 1. With 10 years of experience and expertise of WHA in operating real estate development business and related services of warehouses and factories could enable WHART and WHAREM to manage these assets effectively and continuously in the future. As a result, WHART will be able have an opportunity to benefit from the transaction as expected. 2. With the working experiences of WHART and WHA together in the past, it could make any future collaborations and operations to manage the all assets of WHART after these transactions to be more flexible compared to engaging other parties as the property manager to manage such assets. 3. Engaging only one property manager to manage all of the assets could result in lower property management fees compared to engaging many property managers. This is due to the realized economy of scale from the procurement of products or services required for the maintenance and/or improvement of the assets to remain at good condition and be ready for use. 4. The conditions in the draft Property Manager Appointment Agreement will help WHART to smoothly manage and obtain benefits from the assets of WHA Group to be acquired under this transaction immediately after the transaction. Additionally, these conditions will help monitoring WHA to effectively perform its duties as the property manager for the best interest of the Trust. Also, these conditions and/or requirements are as same as those in the Property Manager Appointment Agreement for the assets that WHART acquired in the initial investment, the capital increase no. 1, no. 2 and no. 3. Meanwhile, the fees collected from the Property Manager is fair and reasonable according to the opinion of the REIT manager by considering the comparison of the property management fees to be collected from WHART at this time with the property management fees of other property funds as well as the property management fees collected from the trust at present.

However, the entering into the transaction has disadvantages and risks that the trust unit holders should consider prior to approving the transaction is there might be some doubts about the independence of WHAREM as the REIT manager in negotiating the fees and/or the conditions in engaging WHA as the property manager and/or in considering the performance of WHA as the property manager. However, the entering into the connected transaction must go through the required procedures for entering into the connected transaction as specified in the operation manual. And also, the transaction must be approved by the audit committee of WHAREM and the trustee to ensure that the transaction is in accordance with the Trust Deed as well as related laws. These procedures will help maintaining the benefit of the Trust when entering into the transaction with connected person.

When considering the benefits, disadvantages and risks that WHART will obtain from entering into the transaction and the reasonableness of the price and conditions above, the IFA views that the appointment of WHA as the property manager for the additional assets of WHA Group that WHART will invest will benefit WHART and is appropriate. Therefore, the trust unit holders should approve the transaction.

23 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only) o The offering for sale parts of trust units to WHA and/or WHA’s associated persons. The IFA views that the offering for sale parts of trust units to WHA and/or WHA’s associated persons is appropriate because: 1. It increases the confidence for investors as in each investment WHA agrees to hold unit trust not lower than 15% of total unit trust of WHART which has been issuing and offering for capital increase for 3 years since the date of investment of the trust. 2. Create the clarity in issuing and offering of unit trust and may help increase the opportunity for the issuing and offering in this time to become successful.

However, the entering into the transaction has disadvantages and risks that the trust unit holders should consider prior to approving the transaction is there might be affected by the Control Dilution in case the additional unit trust is not completely allocated to current ratio. Also, it may create some doubts about the independence of WHAREM as the REIT manager in negotiating the price and/or the conditions in engaging the offering for sale parts of trust units to WHA and/or WHA’s associated persons. However, the entering into the connected transaction must go through the required procedures for entering into the connected transaction as specified in the operation manual. And also, the transaction was approved by the audit committee of WHAREM with the same criteria of determination of the offering price of trust units offered to the existing trust unitholders and to the general public. In addition, there is the existing unitholder who intends to over subscribe, WHAREM has the right as appropriate to allot the remaining trust units to the subscribers who are entitled to subscribe for the additional trust units in Private Placement and/or Public Offering.

When considering the benefits, disadvantages and risks that WHART will obtain from entering into the transaction and the reasonableness of the price and conditions above, the IFA views the offering for sale parts of trust units to WHA and/or WHA’s associated persons will benefit WHART and is appropriate. Therefore, the trust unit holders should approve the transaction. However, unit trust holder should consider impact of Control Dilution in the case that the exisiting unit trust holders are not able to subscribe the additional unit trust to be issued and offered in public offering. o The borrowing of WHART for the additional investment The IFA views that the borrowing of WHART from the financial institution who maybe the connected person of the trustee is appropriate because; 1. The key conditions under the term sheet that WHAREM obtained from the financial institution who is the connected person of the trustee (such as interest rate, principal repayment, collateral) are normal borrowing conditions and not inferior to the conditions of the loans of other trusts that have similar business characteristics as WHART (based on the publicly disclosed information). Additionally, the key conditions are similar to the conditions under the loan facilities obtained from the financial institution who is the connected person of the trustee for the investment in assets no. 3 of WHART in the past (the comparison of the conditions under this loan term sheet with the conditions of WHART’s loans for the investment in additional assets no. 3 and the conditions of the loans of other trusts, which operate similar businesses, are presented in Section 1 Item 1.2.3 of this report). 2. WHART doesn’t need to provide any part of the additional assets to collaterals for such loan 3. To have an adequate source of funds for the investment in the assets of WHA Group according to expected time schedule. In addition, the negotiation and/or other processes related to the additional borrowings of WHART with the financial institution who is the connected person of the trustee could become smoother and quicker compared to obtaining the loans from other financial institutions that WHART never has transaction with before.

24 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

for the best interest of the overall trust unit holders as well as to be in accordance with the Trust Deed with the trust and the related laws. Additionally, the entering into connected transaction must go through the required procedures for connected transaction as specified in the Trust Deed of the trust and related laws. These procedures will help maintaining the benefits of the Trust when entering into transactions with connected persons. 2. Have additional transactions with conflicted interests between the Trust and Trustee. Currently, WHART has long-term loans from the financial institution who is the connected person with the trustee at the amount of THB 2,247.10 mm (outstanding amount as of March 31, 2018). When considering the benefits, disadvantages and risks that WHART will obtain from entering into the transaction, the IFA views that the borrowing of WHART from the financial institution who maybe the connected person of the trustee will benefit WHART and is appropriate. Therefore, the trust unit holders should approve the transaction.

25 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

Section 1 The approval of the additional investments in additional assets

1.1 Characteristic and Details of the Transaction

WHART currently has made investments in freehold and leasehold by four investment. There is a total of 20 projects, namely:

1) WHA Logistics Center LadkrabangPhase 1 and WHA Logistics Center Ladkrabang Phase 2 2) WHA Mega Logistics Center (Bangna-Trad Km. 18) 3) WHA Mega Logistics Center (Bangna-Trad Km. 23) 2 4) WHA Mega Logistics Center (Chonlaharnpichit Km. 4) 5) WHA Mega Logistics Center (Wangnoi 61) 6) WHA Mega Logistics Center (Saraburi) 7) WHA Mega Logistics Center (Chonlaharnpichit Km. 5) 8) WHA Mega Logistics Center (Ladkrabang) 9) WHA Mega Logistics Center (Chonlaharnpichit Km. 3) 10) WHA Mega Logistics Center (Bangna-Trad Km. 19) 11) WHA Mega Logistics (Lumlukka) 12) Omada 13) Kao 1, Kao 2 and Kao 3 14) TriumphFactory (formerly Primus) 15) DKSH Consumerand DKSH 3M 16) DKSH Bang Pa-in 17) Ducati 18) Healthcare 19) DSG 20) WHA Mega Logistics Center (Panthong, Chon Buri)

The investment has proceeded by raising funds to acquire, lease and/or sublease immovable property in order to generate income and return to WHART and its trust unitholders, WHAREM as the REIT manager wishes to make the fourth additional investment which consists of (1) Central WHA Mega Logistics Center Wangnoi 63 (“Central-WHA Wangnoi 63”) (2) WHA-KPN Mega Logistics Center Bangna-Trad Km. 23 (“WHA-KPN Bangna-Trad Km. 23”) (3) WHA Mega Logistics Rama 2 Km. 35 (“WHA Rama 2 Km. 35”) and (4) DSG HSIL (“DSG HSIL Saraburi”) (Details of the additional assets are presented in Section 1, item 1.1.4 of this report) at a total value not exceeding THB 4,464.50 mm (exclusive of value added tax, registration fees, specific business tax, other relevant fees and expenses). The details of capital structure used for the transaction are as follows:

1) Proceeds received from the issuance and offer for sale of additional trust units of up to approximately not exceeding 299,180,000 additional trust units. The price of the trust units to be offered for sale at this time will be determined with reference to the appraised value of the assets, as assessed by independent appraisers approved by the Office of the SEC, and taking into account other relevant factors, including: conditions of the capital and financial markets during the offer for sale of the trust units, the appropriate rate of return for investors, the commerciality of the assets, interest rates, both domestically and on the global market, and results from the survey of institutional investors (Bookbuilding).

26 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

Option 1: The offer for sale and allocation method for the additional trust units in the third capital increase and the listing of trust units on the Stock Exchange of Thailand in case there is the offering for sale parts of trust units to WHA and/or WHA’s associated persons Date and Time Number of Trust Ratio Price (Baht Allotted to for Subscription Remarks Units (Old: New) per Unit) and Payment First Portion To be offered to Not less than 50 To be To be To be (1), (2), (5), (6) and existing trust unitholders percent of all trust determined determined determined and the approval for whose names appear in the units issued and (3) (2) after obtaining the capital register book of the trust offered for sale (2) approval from increase of unitholders (Rights Offering) or the Office of the WHART from the to the specific group of general SEC trust unitholders' public who are existing trust meeting shall be unitholders whose names obtained. appear in the register book of the trust unitholders (Preferential Offering) Second Portion To be offered When combined - To be (4), (6) and the to WHA and/or WHA’s with the First determined approval for the associated persons Portion, not (2) capital increase of exceeding 15 WHART from the percent of all trust trust unitholders' units to be issued meeting shall be and offered for obtained. sale Third Portion To be offered to Outstanding trust - To be (2), (5), (6) and the (1) persons on a private units from the determined approval for the placement basis (Private offering to existing capital increase of Placement) , including trust unitholders WHART from the institutional investors and in the First trust unitholders' specific investors who are not Portionand meeting shall be the existing trust unitholders Second Portion obtained. according to the notifications of the Office of the SEC, and are not connected persons of the owners of the immovable property according to the relevant notifications of the Securities and Exchange Commission, and/or (2) the general public (Public Offering)

Date and Time Number of Trust Ratio Price (Baht per Allotted to for Subscription Remarks Units (Old: New) Unit) and Payment First Portion To be offered to Not less than 50 To be To be To be (1), (2), (5), (6) and existing trust unitholders percent of all determined (3) determined (2) determined and the approval for whose names appear in the trust units issued after obtaining the capital register book of the trust and offered for approval from increase of unitholders (Rights Offering) sale (2) the Office of the WHART from the or to the specific group of SEC trust unitholders' general public who are meeting shall be existing trust unitholders obtained. whose names appear in the register book of the trust unitholders (Preferential Offering) Second Portion To be Outstanding trust - To be (2), (5), (6) and the offeredto (1) persons on a units from the determined (2) approval for the private placement basis offering to capital increase

27 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

Date and Time Number of Trust Ratio Price (Baht per Allotted to for Subscription Remarks Units (Old: New) Unit) and Payment (Private Placement) , existing trust of WHART from including institutional unitholders in the the trust investors and specific First Portion unitholders' investors who are not the meeting shall be existing trust unitholders obtained. according to the notifications of the Office of the SEC, and are not connected persons of the owners of the immovable property according to the relevant notifications of the Securities and Exchange Commission, and/or (2) the general public (Public Offering) Remarks (1) The date of determination of the list of trust unitholders eligible to subscribe for additional trust units (Record Date) will be determined after obtaining the approval from the trust unitholders' meeting to increase the capital of WHART. (2) The number and the price of the trust units to be offered for sale at this time will be determined with reference to the appraised value of the assets, as assessed by an independent appraisers approved by the Office of the SEC, and taking into account other relevant factors, including: (1) conditions of the capital and financial markets during the offer for sale of the trust units, (2) the appropriate rate of return for investors, (3) the commerciality of the assets, (4) interest rates, both domestically and on the global market, (5) the rate of return on investments in equity instruments, debt instruments, and other investment options, and (6) results from the survey of institutional investors (Bookbuilding). (3) The offering ratio will be calculated from the total number of the existing trust units before the capital increase of WHART at this time, divided by the number of additional trust units to be issued and offered for sale in the First Portion, at the per unit price to be determined by the Company. (4) The allocation of the additional trust units in the Second Portion, having combined with the size of the transaction of the investment in the Additional Investment Assets, will be considered as the transaction between WHART and persons related to the REIT Manager, with the value equivalent to or greater than Baht 20,000,000 and exceeding 3 percent of the net asset value of WHART, which requires affirmative votes of not less than three-fourths of all trust units of trust unitholders attending the meeting and having the right to vote, and the allocation of the additional trust units in the Second Portion must not have the dissenting votesof more than 10 percent of all trust units of trust unitholders attending the meeting and having the right to vote according to the Trust Deed and the Notification of the Office of the Securities and Exchange Commission No. SorRor. 26/2555 Re: Provisions relating to Particulars, Terms and Conditions in a Trust Instrument of Real Estate Investment Trust. Provided that the counting of such votes of all trust unitholders having the right to vote, the Company will not include the votes from the trust unitholders with a special interest in the transaction. (5) After the allotment of trust units in the First Portion to existing trust unitholders based on their entitlement, the Company shall allocate the remaining trust units to the existing trust unitholders who have declared their intention to subscribe to trust units in excess of the amount they are entitled to, as it deems appropriate, at the same time or after the allocation of trust units in the Third Portion. In the event that there are trust units outstanding after the offering for sale through a Private Placement and/or Public Offering, the Company reserves the right, as it deems appropriate, to allot the remaining trust units to the subscribers who are entitled to subscribe for the additional trust units in the First Portion and have declared their intention to subscribe to trust units in excess of the amount they are entitled to, at the same time or after the allocation of trust units in the Third Portion in case of Option 1 or in the Second Portion in case of Option 2, as it deems appropriate.

28 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

(6) The Trustee and/or the Company shall have the power to: 1) determine other details of the offering for sale and the allocation of the additional trust units, including but not limited to, the number of trust units to be issued and offered for sale, structure of the final offering for sale, subscription period, allocation method, offering method, subscription ratio, offering ratio, offering price, condition and subscription method, including other condition and other details related to offering for sale, and the allocation of additional trust units to the existing trust unitholders, and the allocation method in case the existing trust unitholders subscribe to trust units in excess of the amount they are entitled to, including offering for sale and allocation of the outstanding trust units from public offering to other investors, and to have its discretion to consider offering for sale or allocating or denying the offering for sale or allocation of the additional trust units to any trust unitholders, or any investors, or trust unitholders who are American, Canadian, Japanese or any nationality other than Thai if such offering for sale or allocation of the additional trust units does not comply with the regulation related to offering for sale and allocation of trust unit enforced in Thailand or country of the trust unitholder’s nationality, or causes unreasonable burden and operation expenses, 2) determine the date on which the trust unitholders are entitled to subscribe for the additional trust units (Record Date), whereby the timeframe and other related details are to be notified through the Stock Exchange of Thailand for the trust unitholders to be informed, 3) negotiate, agree, prepare, execute, deliver and/or amend, change any applications, waivers and other supporting documents related to the allocation of trust units to be issued and offered for sale, including documents and/or any agreements relating thereto, appointment of financial adviser, underwriter, and subscription agent, including negotiate, contact and/or submit the applications, waivers and other supporting documents with the Office of the SEC, the Stock Exchange of Thailand, governmental agencies, or governmental organization, or 7 other persons in relation thereto and in connection with the listing of the additional trust units as listed securities on the Stock Exchange of Thailand, etc., and 4) take any actions as necessary or relating thereto in all respects, including appointment and/or removal of any substitute to carry out the actions as mentioned above until its completion.

2) The amount of a long/short term loan of up to not exceeding THB 1,780.00 mm which may borrow from securities companies, commercial banks, financial institutions and/or insurance companies that are related to the Trustee pursuant to relevant laws and regulations.

3) Security deposit for rent and service fees from the Additional Investment Assets of approximately Baht 45,000,000.

In addition, WHAREM intends to appoint WHA as the property manager of the additional assets, since WHA is the owner of the assets and the major shareholder of the entities who own the assets that WHART will invest as well as the property manager of WHART at the present, for the period of 30 years. WHA will collect the property manager fees from WHART at not exceeding 3.00% per year of the net asset value (NAV) of the Trust as specified in the Trust Deed. In the case that the REIT manager appoints the property manager to supervise the construction of any additional new real estate projects and the improvement of other assets that are not acquired from the property manager and/or the connected person of the property manager, the property manager is able to collect the supervising fees for building improvement and real estate project development at not exceeding 2.00% of the construction value

29 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

3. The trustee has the opinion that the characteristics of the transactions are in accordance with Trust Deed, the related contracts, rules and regulations. 4. WHART’s unitholder’s meeting and the SEC must approved the capital increase of WHART, the borrowing from financial institution and other matters related to the additional investment transaction , which includes the connected transaction of WHART.

1.1.1 Types and Size of the Transaction

The investment in the Additional Investment Assets at a total value not exceeding THB 4,464.50 million is considered as the acquisition of assets and the connected transaction between trust and the related party of the REIT Manager. Details of calculation in transaction size based on the WHART’s financial statements for the 3-months ended March 31, 2018 as follows:

Details of calculation in acquisition of assets transaction size

Acquisition of assets = Amount of money payment / Total assets of Trust transaction size = THB 4,464.50 mm* / THB 23,053.44 mm = 15.91%

Details of calculation in connected transaction size

Connected transaction size = Value of consideration / NTA of Trust = THB 4,464.50 mm* / THB 19,226.22 mm = 23.22%

Remark * exclusive of value added tax, registration fees, specific business tax, other relevant fees and expenses

In addition, WHAREM intends to appoint WHA as the property manager of the additional assets, since WHA Group is the owner of the additional assets that WHART will invest as well as WHA is the property manager of WHART at the present, for the period of 30 years. WHA will collect the property manager fees from WHART at not exceeding 3.00% per year of the net asset value (NAV) of the Trust as specified in the Trust Deed. In the case that the REIT manager appoints the property manager to supervise the construction of any additional new real estate projects and the improvement of other assets that are not acquired from the property manager and/or the connected person of the property manager, the property manager is able to collect the supervising fees for building improvement and real estate project development at not exceeding 2.00% of the construction value

The investment in additional assets and the appointment of the property manager are considered as the transaction between the Trust and the connected person of the REIT Manager. This is because WHA, the owner of the assets and the major shareholder of the entities who own the assets that WHART will acquire, is the shareholder at 99.99% in WHAREM, the REIT Manager of WHART. And also, WHA is the holder of WHART’s trust units at 15.00% (as of May 18, 2018, WHA holds trust units of WHART at 15.00%) and also being the property manager of WHART at the present. The size of the transaction, the investment in additional assets, equals to 23.22% of NTA of Trust which is exceeding 3% of NTA of Trust.

30 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

Therefore, WHART is obliged to disclose the information memorandum regarding the transaction between the Trust and the connected person of the REIT manager to the SET, such transaction must be approved in the unitholders’ meeting at the votes of not less than three-fourths of the total votes of the unitholders attending the meeting and having the rights to vote, excluding unit holders who have conflict of the interest. The Trust Unitholders’ Meeting to resolve the said agenda, there must be not less than 25 Trust Unitholders attending the meeting, or not less than half of all Trust Unitholders, and the Trust Unitholders present must collectively hold at least one third of all Trust Units sold by WHART to constitute a quorum.

In this regards, WHAREM has appointed the IFA to provide opinion to the trust unit holders regarding the reasonableness and the fairness of the price and the conditions underlying the transactions between the Trust and the connected person of the REIT Manager comprise of the investment in the additional assets and the appointment of WHA as the property manager, as supporting information for the trust unit holders in approving the transactions. The list of trust unit holders who have conflict of interest and are not eligible to vote are presented below.

The list of trust unit holders of WHART who are not eligible to vote for the approval of the investment in the additional assets and the appointment of WHA as the property manager No. of trust units held in WHART* Name Amount % 1 WHA Corporation Public Company Limited 294,597,043 15.00 2 Miss Jareeporn Jarukornsakul 13,656,593 0.70 3 Mr. Somyos Anantaprayoon 4,823,800 0.25 4 Ms Jaruwan Jarukornsakul 550,346 0.03 5 Ms. Tumthong Chaisanit 414,826 0.02 6 Ms. Krissana Sukboonyasathit 250,000 0.01 7 Mr. Kamthorn Tatiyakavee 211,240 0.01 8 Ms. Chalao Sae Jew 152,012 0.01 9 Mr. Arttavit Chalermsaphayakorn 150,000 0.01 10 Mr. Thanapatr Anantaprayoon 131,803 0.01 11 Ms. Vipavee Chalermsaphayakorn 130,000 0.01 12 Miss Nalin Anantaprayoon 123,236 0.01 13 Mr. Annop Chalermsaphayakorn 110,062 0.01 14 Mr. Rachata Trachuwanich 70,000 0.00 15 Mr. Chanakan Jiratikarnsakul 20,000 0.00 16 Miss Piyawan Laokosakul 12,344 0.00 17 Mr. Somsak Boonchuayruengchai 4,400 0.00 Remark * Holding information as of May 18, 2018 Source : WHAREM

In case there is the offering for sale parts of trust units to WHA and/or WHA’s associated persons. The number of trust units to be allocated to WHA and/or WHA’s associated persons, when combined with the offering to existing unit holders, shall not exceed 15 percent of all trust units to be issued and offered for sale at this capital increase, which the size of the transaction will not greater than approximately THB 450 mm. Combining with the size of the additional investment transaction, will also be considered as the connected transaction between the Trust and the connected person of the REIT Manager.

Therefore, WHART is obliged to disclose the information memorandum regarding the transaction between the Trust and the connected person of the REIT manager to the SET, such transaction must be approved in the unitholders’ meeting at the votes of not less than three-fourths of the total votes of the unitholders attending the meeting and having the rights to vote, excluding unit holders who have conflict of the interest, and the dissenting votes shall not be more than 10 percent of all trust units of trust unitholders attending the meeting and having the right to vote. The Trust Unitholders’ Meeting to resolve the said agenda, there must be not less than 25 Trust Unitholders attending the meeting, or not less than half of all Trust Unitholders, and the Trust

31 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

Unitholders present must collectively hold at least one third of all Trust Units sold by WHART to constitute a quorum.

In this regards, WHAREM has appointed the IFA to provide opinion to the trust unit holders regarding the reasonableness and the fairness of the price and the conditions underlying the transactions between the Trust and the connected person of the REIT Manager comprise of the offering for sale parts of trust units to WHA and/or WHA’s associated persons, as supporting information for the trust unit holders in approving the transactions. The list of trust unit holders who have conflict of interest and are not eligible to vote are presented below.

The list of trust unit holders of WHART who are not eligible to vote for the approval of the offering for sale parts of trust units to WHA and/or WHA’s associated persons No. of trust units held in WHART* Name Amount % 1 WHA Corporation Public Company Limited 294,597,043 15.00 2 Miss Jareeporn Jarukornsakul 13,656,593 0.70 3 Mr. Somyos Anantaprayoon 4,823,800 0.25 4 Ms Jaruwan Jarukornsakul 550,346 0.03 5 Ms. Tumthong Chaisanit 414,826 0.02 6 Ms. Krissana Sukboonyasathit 250,000 0.01 7 Mr. Kamthorn Tatiyakavee 211,240 0.01 8 Ms. Chalao Sae Jew 152,012 0.01 9 Mr. Arttavit Chalermsaphayakorn 150,000 0.01 10 Mr. Thanapatr Anantaprayoon 131,803 0.01 11 Ms. Vipavee Chalermsaphayakorn 130,000 0.01 12 Miss Nalin Anantaprayoon 123,236 0.01 13 Mr. Annop Chalermsaphayakorn 110,062 0.01 14 Mr. Rachata Trachuwanich 70,000 0.00 15 Mr. Chanakan Jiratikarnsakul 20,000 0.00 16 Miss Piyawan Laokosakul 12,344 0.00 17 Mr. Somsak Boonchuayruengchai 4,400 0.00 Remark * Holding information as of May 18, 2018 Source : WHAREM

In case there is the procurement of loans in the amount not exceeding THB 1,780 mm with the financial institution who is the connected person of the Trustee (namely Kasikornbank Public Company Limited, the major shareholder in KAsset, who is the trustee of WHART, at 99.99%). These are considered as the transactions with conflict of interests between the Trust and the Trustee.

Therefore, WHART is obliged to disclose the information memorandum regarding the borrowings from the financial institution to the SET. Additionally, the obtaining of the approval from the unit holders’ meeting of WHART which requires not less than the majority votes, or representing a portion greater than one half of the total votes of unit holders, who attending the meeting and are eligible to vote. In the event that WHART borrows money from the financial institution, who is the connected person of the Trustee, such transaction is considered as the transaction with conflict of interest between the Trust and the Trustee. Therefore, the trust unitholders’ meeting shall not resolved with the dissenting votes of more than one-fourth of all trust units sold. Provided that the counting of such votes of all trust unitholders having the right to vote, the REIT manager will exclude the votes of the trust unit holders who are the connected person of the Trustee. The Trust Unitholders’ Meeting to resolve the said agenda, there must be not less than 25 Trust Unitholders attending the meeting, or not less than half of all Trust Unitholders, and the Trust Unitholders present must collectively hold at least one third of all Trust Units sold by WHART to constitute a quorum.

In this regards, WHAREM has appointed the IFA to provide opinion to the trust unit holders regarding the reasonableness and the fairness of the price and the conditions underlying the transactions between the Trust and the connected person of the Trustee comprise of the borrowing of WHART for the addtional investment with the connected person of the Trustee, as supporting information for the trust unit holders in approving the

32 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only) transactions. The list of trust unit holders who have conflict of interest and are not eligible to vote are presented below.

The list of trust unit holders of WHART who are not eligible to vote for the approval of the borrowing of WHART for the addtional investment with the connected person of the Trustee No. of trust units held in WHART* Name Amount % 1 Muang Thai Life Assurance PCL 111,813,863 5.69 2 Muang Thai Insurance PCL 11,308,700 0.58 Remark * Holding information as of May 18, 2018 Source : WHAREM

1.1.2 Relevant parties and key condition of agreement related to the investment in additional assets

(1) Draft agreement related to the investment in WHA Group’s assets The material conditions of the draft agreements related to the investment in the assets of WHA group are still subject to negotiation between the relevant parties and further details to be agreed among the parties, and subject to the approval of the Office of the SEC and/or other relevant government authorities. Therefore, the summary of the following agreements related to the investment in the assets of WHA might change:

(1.1) Summary of draft agreements for trading of land and buildings and draft contract for trading working system, tools and equipment

Contract : Prospective buyer: parties ▪ Kasikorn Asset Management Company Limited as the Trustee of WHART (“Buyer” or “WHART” or “Trust”) Prospective seller: ▪ Central WHA Alliance Company Limited (“Central WHA Alliance”) for Central-WHA Wangnoi 63 ▪ WHA Venture Holdings Company Limited (“WHAVH”) for DSG HSIL Saraburi ▪ WHA Corporation Public Company Limited (“WHA”) for WHA Rama 2 Km. 35 ▪ WHA KPN Alliance Company Limited (“WHA KPN Alliance”) for WHA-KPN Bangna-Trad Km. 23 Purchased : 1) Central-WHA Wangnoi 63 assets ▪ Ownership of land plots represented by Title Deeds No. 30434, 45496 and 45497 with a total area of 96 – 1 – 44.00* rai ▪ Ownership of warehouse, office, plant and other assets that are parts of such land and buildings with the total leasable building area of approximately 86,223.61 square meters ▪ Ownership of tools, equipment, working system in the buildings and related assets which are necessary for beneficial use of the land and the buildings 2) DSG HSIL Saraburi ▪ Ownership of land plot represented by Title Deed No. 36360 with a total area of 15 – 0 – 00.00* rai ▪ Ownership of warehouse, factory, office, plant and other assets that are parts of such land and buildings with the total leasable building area of approximately 16,620.00 square meters and total leasable parking lot of about 8,964.00 square meters ▪ Ownership of other assets which are part of land and buildings, tools, equipment, working system in the buildings and related assets which are necessary for beneficial use of the land and the buildings 3) WHA Rama 2 Km. 35 ▪ Ownership of tools, equipment, working system in the buildings and related assets which are necessary for beneficial use of the land and the buildings 4) WHA-KPN Bangna - Trad Km. 23 ▪ Ownership of tools, equipment, working system in the buildings and related assets which are necessary for beneficial use of the land and the buildings Remark * The land area as appeared in the title deed in which the actual land area could be more or less than such figure depending on the result of measurement prior to WHART receiving the transfer of land ownership. The agreement to be signed will state the actual land area measured Purchase : The purchase price of the assets when combining with the rental fees of the assets which WHART price will invest this time shall be no more than THB 4,464.50 million (excluding VAT, registration fee, and special business tax as well as other relevant fees and expenses, and such price shall not be

33 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

adjusted by the cause related to the land measurement result, or ask for damage or compensation, regardless of the measurement result which may have higher or lower land areas from the stated amount under this summary of the key conditions of this contract). Tax and : ▪ Seller agrees to be liable for liabilities and responsibilities related to assets that occur prior to expenses the date of ownership transfer. ▪ Each contract parties will be responsible for the following expenses related to registration for ownership transfer as follows: o WHART will be responsible for fees related to registration of ownership transfer. o Seller will be responsible for corporate income tax, specific business tax, and other expenses related to the ownership transfer including expenses on the transfer of water and electric meters from Seller to WHART. Ownership : 1. Contracting parties agree to register the ownership transfer of the Purchased assets within 60 transfer days after the closing date of Trust Unit offering from WHART’s 3rd capital increase (“transfer and date”) and WHART agrees to receive the transfer of the Purchased assets on the transfer date. delivery of Both contract parties are responsible to sign and deliver the title deeds including any the asset necessary documents which are required and relevant to ownership transfer in order to completely transfer the ownership on the transfer date. 2. Seller agrees to deliver the Purchased assets on the transfer date in which the contracting parties consider the ownership transfer to be effective immediately on the transfer date. 3. On the transfer date (prior to registration of the ownership transfer), Seller guarantees that the Purchased assets are not subjected to any obligation and/or eviction and/or under property right control or any disputes in exception for the rental and service contracts (combined as “rental contract”) that Seller has made as lessor and service provider to the tenants and customers (combined as “tenants”). In addition, the Purchased assets must have complete and correct licenses and have access to public ways in conditions appropriate for their usage in which WHART will be granted with such rights for the Purchased assets. 4. If WHART views that the condition of the Purchased assets are significantly damaged or flawed to the point that if it is aware in advance by WHART, WHART will not enter into this agreement, WHART has the rights to deny the ownership transer of these assets until Seller has finished the correction of such damages or flaws within 30 days from the notifying date by WHART under the expenses of Seller. 5. For Project Central-WHA Wangnoi 63, under the approval from SEC and/or other relevant government agencies related to the asset transfer, WHART agrees to register parts of the purchase land as servitude (servitude property) (“servitude land”), when Seller commences its land development neighboring the Purchased land, as paths for walking, vehicles, drainage, electricity, water, phone, and other infrastructure including installation of signs for names and advertisements for land title deed number that the seller has ownership (“dominant land”) by Seller’s expenses with the specific period of servitude from the registration date and Seller agrees to compensate WHART in annum*. If Seller and/or companies under Seller’s group leases or transfers ownership of any part of the dominant land to an external party, both contract parties agree to proceed with registration for the cancellation of the servitude of the dominant property immediately by the seller’s expenses.

Nevertheless, the aforementioned registration must be under approval of SEC and/or other related government agencies. If WHART is not approved form the agencies to proceed according to the first paragraph, the buyer agrees to allow the seller and/or company under the seller’s group to have right for usage of part of the trading assets as paths for walking, vehicles, drainage, electricity, water, phone, and other infrastructure including installation of signs for names and advertisements together with WHART with annual compensation*.

Remark * Details depend on agreement of contract parties and under approval from SEC and/or relevant government agencies Agreement : 1. Seller agrees to transfer rights and duties under rental and service contract and/or any of Seller contracts related to the Purchased assets (if any) that Seller holds with tenants to WHART on the transfer date and WHART agrees to accept the transfer of rights and duties by novation. Seller agrees to proceed with changes in registration to officer in accordance to the law (if necessary) so that WHART will obtain approval for the transfer of rights and duties under the rental and service contracts in written form from the tenants before or on the transfer date. 2. On the transfer date, Seller shall transfer the security deposits obtained from tenants under rental and service contracts to WHART. The amount of security deposits transferred to WHART is the remaining portion of deposits after deducting the consideration paid for the leased assets by Lessor. 3. In the event that Seller procures insurance related to the Purchased assets prior to entering into this agreement and the insurance policy is still effective after the transfer date, WHA agrees to proceed so that WHART and the lender of WHART (if any) are the co-beneficiaries

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of such insurance policies in the part related to the Purchased assets from the transfer date onwards. WHART agrees to be responsible for the insurance premiums in proportionate to the remaining coverage period. In case Seller has already paid the premium in advance, WHART agrees to return such insurance premium proportionately to Seller within 30 days from the transfer date. 4. On the date for entering into contract for trading of lands and buildings, Seller will provide signature for any related contracts agreed by both contract parties including but not limited to contract for trading of systems, equipments, and accessories contracts, and authorized contracts. 5. On the transfer date, Seller agrees to transfer water and electric meters related to distribution of water and electricity for the Purchased assets to WHART and provides required consent including any procedures to allow transfer of the meters to WHART. Termination : 1. If, during any period prior to or on the transaction date, either contract party does not abide of the Sale and Purchase Agreement of Land, Building, System Work, Tool, and Equipment agreement (“asset-purchasing contracts”) or acts against testimonial and guarantee provided in land and and results building trading contracts and/or asset-purchasing contracts and there are no procedures to of amend the breach of contract within specific period, it is considered for the contract party to termination be default party and the other contract party may terminate the contract and demand compensation by notifying the default party in written forms. 2. If during any period prior to or on the transaction date, the contract parties agree to terminate land and building trading contracts and asset-purchasing contracts. In this case, the contract is considered to be ceased in which the contract party has no right to demand compensation or expenses to the other contract party. 3. Before the registration of the ownership transfer, Seller is subject to the Court’s receivership order, becomes bankrupt, is in the process of company’s dissolution, or liquidation, WHART may terminate WHART the contract and WHART shall have no right to claim for damages or compensation from Seller unless the incident is caused by the Seller’s intention or significant negligence. 4. Before or on the transfer date, the trading assets receive significant damages or businesses of the trading assets significantly change in negative way. In this case, WHART may terminate the contract in which WHART has no right to demand any compensation or expenses from the seller excepted that the incident is a result of intentional action or serious negligence by the seller 5. There is no payment for assets and/or no registration for trading of assets within specific period and/or asset purchase agreement (as any case maybe). In this case, the contract party is considered as the default party and the other contract party may terminate the contract and demand compensation by notifying the default party in written forms

(1.2) Summary of draft lease agreement of Project WHA Rama 2 Km. 35 Contract : ▪ WHA Corporation Public Company Limited (“WHA” or “Lessor”) parties ▪ Kasikorn Asset Management Company Limited as the Trustee of WHA Premium Growth Freehold and Leasehold Real Estate Investment Trust (“Lessee” or “WHART”) Leased : WHA Rama 2 Km. 35 comprised of assets o Leasehold right in part of the land title deed no. 134435 (partial) with the leasable areas of approximately 17 – 1 – 50.00* rai. The lease period is 30 years from WHART’s investment date. WHA undertakes to give the right to extend the lease period to WHART for another 30 years o The leasehold right to a building comprised of warehouse, factory, and office located on WHA Rama 2 Km. 35 with a total leasable building area of approximately 14,084.00 square meters, total leasable parking lot area of approximately 4,858.00 square meters and total leasable rooftop area of approximately 9,100.00 square meters with the 30-years leasehold term from WHART’s investment date. Seller undertakes to give the right to extend the lease period to WHART for another 30 years. Remark * The land area as appeared in the title deed in which the actual land area could be more or less than such figure depending on the result of measurement prior to WHART receiving the transfer of land leasehold and partial land leasehold right. The agreement to be signed will state the actual land area measured. Rental fees : The rental fees of the assets when combining with the purchase price of the assets which WHART will invest this time and other rental fees shall be no more than THB 4,464.50 million (excluding VAT, registration fee, and special business tax as well as other relevant fees and expenses, and such price shall not be adjusted by the cause related to the land measurement result, or ask for damage or compensation, regardless of the measurement result which may have higher or lower land areas from the stated amount under this summary of the key conditions of this contract).

35 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

Lease term : The Lessor agrees for WHART to lease the assets for a period of 30 years from the registration date of the leasehold rights (“the First Leasehold Period”) Right to : 1. The Lessor undertakes to WHART the extension of the lease period for another 30 years after extend the the expiry of the First Leasehold Period (“the Extended Leasehold Period”) under the same lease conditions and requirements of this lease contract (“the Right to Extend the Lease Contract”) period of except for the following matters; WHART (1) Rental fees : the rental fees for the Extended Leasehold Period by another 30 years is THB 50.00 million (excluding VAT, registration fees, and special business tax, as well as other related fees and expenses) (2) The extension of the lease contract by WHART : as mutually agreed by the contracting parties (3) Collateral to guarantee the performance of the Lessor provided by WHART : considered ended and no longer in effective (4) The duty of the Lessor and the termination of contract by Lessor in not selling, paying, transferring, or incurring any contingencies over the leased assets : the Lessor is able to sell, pay, transfer the leased assets under the condition that the third party who receives the ownership transfer of the leased assets agrees in writing with the Lessor to comply under the rights and duties of the Lessor under this agreement. 2. WHART is able to exercise the Right to Extend the Lease Contract by notifying in writing in advance during year 21 to year 25 of the First Leasehold Period or any other timeframes as mutually agreed upon by both contract parties. 3. In the event that WHART notifies the intention to extend the lease contract, the contract parties shall register the leasehold right under the new lease contract for the Extended Leasehold Period at the related land department within 30 days before the expiry of the First Leasehold Period, except the contract parties agree otherwise (“the Registration Date of The Extended Leasehold Period“). 4. On the Registration Date of The Extended Leasehold Period, WHART agrees to make payment of the rental fees for the Extended Leasehold Period to the Lessor. 5. The contract parties shall collaboratively proceed to obtain any approvals from the SEC and/or other governmental officials as well as to ensure that the assets to be acquired by WHART are in compliance with the regulations of the SEC and the investment criteria of the Trust under the Agreement to Establish the Trust and relevant notifications regarding the investment in real estate assets. Collateral to : 1. The Lessor agrees to register land title deed no. 134435 and a building comprised of guarantee warehouse, factory, and office located on WHA Rama 2 Km. 35 together with other the constructions and assets which are considered as a part of the land and building as the performances collateral (“Collateral assets”) for Lessor’s Right to Extend the Lease Contract or other causes of The that may result in WHART’s inability to exercise the right to extend the lease contract. The Lessor Lessor agrees for WHART to hold the land title deed from the registration date of such collaterals. 2. Contracting parties agrees to register the Collateral assets at the land department on the same date as the registration date of the leasehold rights. The stated collateral amount shall not be higher than the average appraisal prices of the leased assets by the two asset appraisers. 3. If WHART does not exercise the Right to Extend the Lease Contract within the determined period or if WHART exercises the Right to Extend the Lease Contract and the contracting parties have made the new lease contract and registered the leasehold right under the Extended Leasehold Period, such collaterals are considered ended. Furthermore, the contracting parties agree to redeem such collaterals on the last date of the Right to Extend the Lease Contract or the registration date of the leasehold rights under the Extended Leasehold Period (as the case maybe) and WHART shall return the land title deed back to the Lessor on such date of collateral redemption. Rights and : 1. During the first phase of rental and its subsequent renewal, WHART agrees to make all duties of alterations, maintenance, repairs and renovations of the leased assets or to undertake any WHART actions in order to maintain the good or fit conditions of the leased assets with WHART’s expenses. 2. WHART will not develop any construction or fixture on the leased assets and will not conduct any modification on the leased assets that will damage the leased assets or incur changes to the leased assets which requires approval from related government agencies unless it is given consent in written forms from Lessor in which Lessor will not deny providing the consent without reasonable cause. In this regard, Lessor is aware and accepts that there will be installation of solar panels on a part of the leased assets which includes installation of related equipment on some part of the leased assets that are required for business operation of solar power generation on rooftop for sale (Solar Rooftop) (“Solar Rooftop project”). WHART and tenants of Solar Rooftop project will notify Lessor before the installation. When the lease period is over, the contracting parties agree for fixture of rental assets (including fixture of

36 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

Solar Rooftop project that are subleased by tenants of Solar Rooftop project and/or any related persons to the business of tenants who sublease Solar Rooftop project (if any)) to be owned by Lessor as at the date that the lease period is over and WHART has no right to demand any compensation from Lessor. For benefits of clarity, Lessor is aware and accepts that the tenants of Solar Rooftop project and/or any related person to business of the tenants of Solar Rooftop are owners of all related equipment which are not considered as fixture of the leased building. 3. In the event that any constructions or parts of the assets or changes in any parts of the assets above result in damages to persons or other buildings or in the event that WHART does not comply with the related laws, rules, regulations, and/or other requirements of related government officials, WHART agrees to be solely responsible for such damages both in civil and criminal aspects. Rights and : 1. From the date of this agreement and through the lease period under this agreement, Lessor duties of shall not sell, pay, transfer, or incur any contingencies over the leased assets except for the the Lessor following cases; 1.1 To mortgage the leased assets per the condition under this agreement with WHART; or 1.2 Under any other circumstances in which the Lessor has already obtained the consent in writing from WHART and the third party who receives the ownership transfer of the leased assets from the Lessor agrees in writing with WHART to comply with the rights and duties of the Lessor under this agreement. 2. Before or on the registration date of the leasehold rights, the lessor agrees to transfer rights and duties under rental and service contract related to assets rented for WHART and the lessor agrees to take any necessary procedures including getting tenants to enter into contract to transfer the rights and duties and register the leasehold right with WHART at related land office in accordance to the law (if necessary) with WHART’s expenses. In the case that the rental contract with tenants is registered with land officer, tessor will proceed to redeem the registration and/or amend the register with the officer for WHART by WHART expenses before the registration of this lease agreement. 3. In the event that the Lessor receives the rental and service fees in advance and any other types of payment from the tenants according to the lease and service contracts after the registration date of the leasehold rights, Lessor agrees to gradually deliver such payments to WHART within 7 days from the receiving date of such payments from the tenants. In this regards, WHART shall be responsible for any expenses related to such process. 4. On the registration date of the leasehold rights, Lessor agrees to register WHART as beneficiary for the property obligation on all lands which are access between rental assets and public ways including all lands (“entrance land”) in order for WHART, tenants, and their employees to use as paths for walking, vehicles, drainage, electric, water, phone, and other infrastructure including installation of signs for names and advertisements without demanding any compensation during the first rental period. If WHART exercises right to extend rental contract, the lessor will register the property obligation for the extended rental period for tenants on the registration date of the leasehold rights for extended rental period. Nevertheless, if, in the future, Lessor and/or company under Lessor’s group needs to use the entrance land, WHART agrees to allow Lessor, company under Lessor’s group, tenants, and their employees to use or benefit from the entrance land with WHART in which it must not deteriorate rights of WHART to use the entrance land under this agreement for property obligation in this contract. Each contracting party agrees to be responsible for expenses related to maintenance, improvement, and/or restoration of the entrance land as follows: a) Lessor agrees to be responsible and/or proceeds for company under Lessor’s group to be responsible for all the expenses during the period of project development and any building construction of Lessor and/or company under Lessor’s group under Project WHA Rama 2 km. 35 that benefit from the entrance land or b) Lessor agrees to be responsible and/or proceeds for company under WHA’s group to be responsible together with WHART for the expenses in proportion to usage when the project development is completed or during the period with no construction. This is calculated by area proportion of the land for building location of Lessor and/or company under Lessor’s group and land for building location of WHART under Project WHA Rama 2 km.35 (apart from leased assets in this investment) that benefit from the entrance land.

Additionally, WHART agrees to conduct maintenance, improvement, and/or restoration of the entrance land to keep it in good conditions and appropriate for usage throughout the lease period with the expenses of WHART. From the date of this agreement and during the first leasehold period under this agreement, Lessor will not sell, distribute, transfer, or create any encumbrance over the entrance land to a third party, unless the prior written consent from WHART has been obtained, and Lessor has procured such third party to enter into the written agreement with WHART in which such

37 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

third party agrees to be bound by and subject to the enforcement of all rights and obligations of WHART in respect to entrance lands under this agreement in all respects. In addition, WHART has the right to assign its rights and obligations, either entirely or partially, in respect to assets under this agreement to any third party by entering into writing agreement between WHART and the assignee and registering at the relevant land office. Lessor consents to such assignment and agrees to cooperate and undertake any actions, including but limited to the production of documents and registration, to give valid legal effect to such assignment, and Lessor will not request for any additional compensation. However, if this agreement is terminated due to the default by WHART, Lessor and WHART agree to register the redemption of obligations on the entrance lands with WHART’s expenses. 5. On the registration date of the leasehold rights, Lessor agrees to transfer water meters and electric meters related to distribution of water and electricity for the rental assets to WHART and provides required consent including any procedures to allow transfer of the meters to renters. Conditions : 1. Lessor shall complete the measurement of the leased land before the registration date of the and leasehold right. In this regards, the contracting parties agree to accept the measurement requirements result and shall not use such measurement result as the cause to demand any damages, adjust for the the rental fees, or demand any compensations. Also, the contracting parties shall continue to lease of proceed with the lease. assets and 2. On the registration date of the leasehold rights, Lessor shall transfer the security deposits payment obtained from the tenants under the rental and service contracts to WHART. The amount of security deposits transferred to WHART is the remaining portion of deposits after deducting the consideration paid for the leased assets by Lessor. 3. If WHART views that the condition of the leased assets are significantly damaged or flawed to the point that if it is aware in advance by WHART, WHART will not enter into this agreement, WHART has the rights to deny the lease of these assets until Lessor has finished the correction of such damages or flaws within 30 days from the notifying date by WHART under the expenses of Lessor. 4. In the event that Lessor procures insurance related to the leased assets prior to entering into this agreement and the insurance policy is still effective after the registration date of the leasehold rights, Lessor agrees to proceed so that WHART and the lender of WHART (if any) are the co-beneficiaries of such insurance policies in the part related to the leased assets from the registration date of the leasehold rights onwards. WHART agrees to be responsible for the insurance premiums in proportionate to the remaining coverage period. In case Lessor has already paid the premium in advance, WHART agrees to return such insurance premium proportionately to Lessor within 30 days from the registration date of the leasehold rights. Rental : 1. In the event that the leased assets are partly damaged assets are 1.1 The contract parties agree to have the leased assets fixed at the expenses of WHART. In damaged or the event that WHART agrees for the Lessor to fix the assets, the Lessor is entitled to the demolished consideration at the market price for administrative works and supervising of such works to bring back the previous condition of the assets. 1.2 If WHART engages Lessor to repair rental assets and deliver the basic reimbursement from the insurance company to Lessor, WHART will deliver actual costs incurred for repairing leased assets. However, in the case that the basic reimbursement to be obtained is delayed or the actual costs of repairing the assets higher than the basic reimbursement amount to be obtained by WHART, WHART shall use its own fund and/or procure funding for reparing of such damages. In the event that WHART requests an advance payment to repair such damages at the amount above the basic reimbursement obtained from the insurance company or any shortage amount by the WHART from Lessor, WHART shall pay back such amount of advance payment to the Lessor together with interest and finance costs of Lessor as mutually agreed upon. 2. In the event that the leased assets are completely or significantly damaged to the point that WHART is unable to procure benefits or use the assets according to its objectives under this agreement. 2.1 Within 15 years of the first leasehold period, the contract party will develop new leased assets unless the contract parties agree to proceed otherwise. 2.2 From the 16th year of the first leasehold period and extended leasehold period, the contract parties will promptly discuss to consider whether to develop new leased assets or not, including discussion on dividing any expenses related to the new development of the leased assets. 2.3 In the case that both contract parties agree to develop new leased assets, both contract parties will agree to proceed together to obtain approval from individuals or related government agencies in order to proceed with the new development of the leased assets.

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2.4 If WHART engages Lessor to be the developer of the new assets and there is delivery of basic reimbursement to WHART, WHART will deliver the basic reimbursement received from insurance company to Lessor for reconstruction of the leased assets. However, in the event that there is a delay in obtaining the basic reimbursement amount or the actual reconstruction costs incurred is higher than the basic reimbursement amount obtained by WHART, WHART shall use its own fund and/or procure funding for such reconstruction. In the event that the WHART requests an advance payment to reconstruct the assets at the amount above the basic reimbursement obtained from the insurance company or any shortage amount by the WHART from the Lessor, WHART shall payback such amount of advance payment to Lessor together with interest and finance costs of Lessor as mutually agreed upon. The aforementioned advance payment by Lessor would be depended on the Lessor’s ability to raise fund at the moment which Lessor would use its best and reasonable effort to raise the fund. 2.5 When the reconstruction is completed, the contract parties agree to make a new lease agreement (with the same conditions and requirements as this agreement) by continuing the lease period or the extended lease period (as the case maybe) immediately after the reconstruction is completed. The lease period for the reconstructed assets will expire on the same day as the expiry of the lease period or the extended lease period (as the case maybe). However, WHART shall not have the duty to pay for the rental fees under the new agreement unless agreed otherwise. 2.6 The contract parties agree to register the leasehold rights for the reconstructed assets at the land department or related government officials within 30 days from the date the reconstruction is completed. 2.7 In the case that contract parties mutually agree not to reconstruct the assets or unable to mutually agree whether to reconstruct the assets or not, it is considered that there will be no reconstruction of the assets and the leased contract is considered ended. The Lessor is not obliged to return the rental fees. In such case, WHART agrees to split the basic reimbursement obtained in proportionate to the remaining First Leasehold Period or the Extended Leasehold Period (as the case maybe). However, prior to any exercises of rights by WHART above, WHART reserves the rights to proceed with any actions as necessary to ensure that any procedures are in compliance with the conditions under the Agreement to Establish the Trust and related notifications. Transfer of : 1. Within the first lease period and/or the extended lease period under this agreement, the Lessor leasehold agrees for WHART to transfer its rights and duties in leasing the assets under this agreement as rights and collaterals with any financial institutions. WHART shall notify in writing to the Lessor in advance. the However, such action shall not affect any rights and duties of WHART under this agreement and sublease shall not be binding beyond the lease period or the extended lease period (as the case maybe). 2. The Lessor agrees for WHART to sublease the assets, namely the buildings and/or the land which are parts of the leased assets and/or part or all rooftop areas to third parties without obtaining approvals from the Lessor. However, the sublease period or the condition regarding the extension of the sublease period shall not be beyond the lease period or the extended lease period (as the case maybe). Fees and : ▪ Each contract party shall be responsible for expenses collected by the officials at the land expenses department on the registration date of the leasehold rights and the extended leasehold rights as follows; 1. WHART shall be responsible for the registration fees of rights and juristic acts, including stamp duties for this agreement. 2. Lessor shall be responsible for expenses regarding the registration of the leasehold rights as well as withholding taxes. ▪ The Lessor agrees to be responsible for expenses regarding the transfer of water and electricity meters from the Lessor to WHART. ▪ Lessor agrees to be responsible for liabilities, expenses, maintenance fees and any obligations related to maintenance of the leased assets that occur and are still outstanding before the registration date for leasehold rights. In addition, WHART agrees to be responsible for the obligation or expenses that occur during the first lease period and extended lease period (as the case maybe) in accordance to this contract. ▪ If either contract party receives money or any other rewards that it is not supposed to receive, the contract party that receives money or rewards will deliver the money or rewards back to the other contract party. Event of : The following cases are considered as default by contract party default 1. Events of Default by Lessor 1.1 Unless it was specified otherwise in this contract, the Lessor deliberately violates or not comply with the conditions under this agreement, the Undertaking Agreement, the Sale and Purchase Agreement of System Work, Tool, and Equipment (combined as “Investment Agreements”), and does not proceed to amend the breach of contract

39 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

within the determined time period, it shall be considered that Lessor is the default party unless it is a result of force majeure event or the event that is caused by WHART not complying with the conditions under this agreement 1.2 The Lessor defaults on the undertaking to extend the lease contract to WHART. 1.3 The Lessor sells, pays, or transfers the leased assets or incur any contingencies on the leased assets during the lease period. 1.4 The leased assets are confiscated by court order due to the faults of the Lessor resulting in WHART unable to procure benefits from the leased assets. 1.5 The Lessor is under the custody of court or under bankruptcy by court order or under the process of dissolution, liquidation or rehabilitation by court order in which WHART is aware of the impact to the ability of the Lessor in debt repayment or in complying with this agreement. 2. Events of Default by WHART WHART deliberately violates or not comply with the conditions under this agreement and does not correct such violations within the determined period of time except in the case of force majeure event or it is caused by the Lessor not complying with the conditions under this agreement due to (a) the Lessor deliberately or carelessly performs its duties under the Appointment of The Property Manager Agreement and/or (b) the property manager, who is the same group of people as the Lessor, deliberately or carelessly performs its duties under the Appointment of The Property Manager Agreement. Rights of : 1. Rights of WHART in the events of default by Lessor contract 1.1 In the case that an incident occurs as stated in Article 1.1 of Section Event of default and party in the it is not a result from WHART not following duties or misconducting according to this events of agreement and/or the Investment Agreement, WHART may demand compensation from default the Lessor. However, WHART cannot terminate this contract unless the default is caused by Lessor and/or company under Lessor’s group intentionally acting against specified agreement resulting in WHART no longer able to procure benefits from the assets according to the purpose and objective of this agreement or resulting in WHART is unable to enforce the Rights to Extend the Lease Contract. In such cases, WHART can terminate the agreement without forfeiting its rights to ask for damages from the Lessor from the termination of this agreement and the enforcement of collaterals (only in the case where WHART is unable to exercise the Rights to Extend the Lease Contract).

In the case that WHART terminates the contract as stated above, Lessor must repay the rental fees including cash or any benefit which Lessor obtains on behalf of WHART to WHART proportionate to the remaining First Leasehold Period or the Extended Leasehold Period (as the case maybe). Furthermore, Lessor agrees to compensate for the loss of benefits due to WHART unable to benefit from the leased assets during the remaining First Leasehold Period and Extended Leasehold Period (in the case that WHART has already extended leasehold period). In this regards, the rights of WHART in demanding damages and/or any other expenses resulting from the termination of this agreement is not forfeited. 1.2 In the case that an incident occurs as stated in Article 1.2 – 1.5 of Section Event of default, if such event is not a result of WHART not performing its duties or misperforming or defectively performing its duties under this agreement WHART has the rights to demand damages from Lessor from such events of default and enforce the collaterals (only in the case where WHART is unable to exercise the Rights to Extend the Lease Contract) or immediately terminate this agreement. If WHART terminates the agreement as mentioned above, Lessor shall return the rental fees as well as any money or benefits that Lessor obtains in the name of WHART to WHART in proportionate to the remaining lease period or extended lease period (as the case maybe). Moreover, the Lessor agrees to compensate for the loss of benefits from the fact that WHART is unable to procure benefits from the leased assets during the time of the lease period as well as the extended period (in case WHART has already expressed its intentions to extend the lease contract). In this regards, the rights of WHART in demanding damages and/or any other expenses resulting from the termination of this agreement is not forfeited. 1.3 In the event that WHART exercises its rights to enforce the collaterals under the mortgage agreement of land and buildings and sells such collaterals in an open market, then receives the net proceeds less than the damages caused by such events, the Lessor is liable for the shortage from the actual damages incurred to WHART in full. 1.4 In exercising the rights to demand compensation and terminate this contract, the contract party agrees to evaluate damages of rental assets separately by house unit and the renter has the right to consider whether or not to exercise right only for the rental assets damaged from the default of the lessor.

40 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

2. Rights of lessor when renter is the default party 2.1 In the case that an incident occurs as stated in Article 2 in Section Default and it is not a result from Lessor not performing its duties or misconducting according to this agreement, the Lessor may demand compensation from WHART. However, the Lessor cannot terminate the contract with this default incident unless the default is a result of WHART intentionally acting against this agreement and results in significant damage to the leased assets in which case the Lessor can terminate this contract immediately. In this case, the Lessor does not have to repay rental fees to WHART and does not forfeit the rights of the Lessor to demand compensation and/or any expenses resulted from the default. In the case that the Lessor exercises the right to terminate this agreement, WHART has duty to promptly redeem property mortgages back to the Lessor and return title deed to the Lessor. 2.2 In exercising the rights to demand compensation and terminate this contract, the contract party agrees to evaluate damages of the leased assets separately by building and the Lessor has the right to consider whether or not to exercise right only for the leased assets damaged from the default of WHART. Termination : 1. Upon the expiry of the lease period or the extended lease period (as the case maybe). of contract 2. Mutually agreed by the contract parties. 3. There is a revocation or cancellation of the Trust by laws and/or by orders of the related governmental officials, which include the SEC and/or the capital market supervisory board, or by the Agreement to Establish the Trust, and not by the faults of the Lessor or WHART. 4. In the event that all or significant parts of the land in the leased assets are under expropriation or reservation or exploration for expropriation according to the notification or laws related to expropriation or other laws resulting in WHART unable to significantly procure benefits from the leased assets. In this regards, the Trust has the rights to consider whether this agreement shall be terminated for only the affected leased assets or not. 5. When either contract party exercises the right to terminate contract in the case of default as stated in section Rights of contract party in the event of default. 6. When the contract party which is not the default party exercises right to terminate contract in the case that there is no payment for assets rental fee and/or no registration for rental of assets and/or no payment for trading of assets and/or no registration for trading of assets within the period specified in this contract or contract for entering into investment (as the case maybe). 7. In any period before or on the registration of leasehold rights, when WHART exercises the rights to terminate contract in the case that the leased assets are damaged significantly or business performance of the leased assets has negatively changed considerably, e.g., there is no tenants for the leased assets on the registration date of leasehld rights. Results of : 1. In the events under Article 2.7 in Section Damages to the leased assets or being destroyed, contract the agreement is considered to be terminated when WHART makes the payment of the basic termination reimbursement obtained to the Lessor at the stated amount in full. Each contract party does not have the rights to demand damages, expenses, rental fees or money or other types of benefits from the other contract party. And the Lessor does not have to return the remaining rental fees to WHART unless agreed otherwise by the contract parties. Additionally, WHART has the duty to redeem the collaterals to the Lessor and deliver land deed titles back to the Lessor without delay. 2. In the events under Section 1, 2 or 3 in Section Termination of contract, the agreement is considered to be terminated. Each contract party does not have the rights to demand damages, expenses, rental fees or money or other types of benefits from the other contract party. And the Lessor does not have to return the remaining rental fees to WHART unless agreed otherwise by the contract parties. Additionally, WHART has the duty to redeem the collaterals to the Lessor and deliver land deed titles back to the Lessor without delay In the case that an incident occurs according to Article 4 of Section Termination of contract, each contract party has no right to demand compensation from each other and any benefits or rewards received from government agency related to expropriation of the rental assets will belong to the lessor and the renter according to portion calculated by portion of the rest of initial rental duration or rest of renewal rental duration (as the case maybe). The remaining amount after sharing any benefits or rewards received from portion of rental assets to the renter according to the calculation above will belong to the lessor. Furthermore, the renter has the duty to redeem property mortgages back to the lessor and return title deed to the lessor without delay. 3. In the event that one of the contract party exercises its rights to terminate this agreement due to the events of default as stated in Item Rights of contract parties in the events of default, such contract party has the rights as stated in such clause.

41 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

4. In the case that an incident occurs as stated in Article 6 Section Termination of agreement, this contract is considered terminated in which the contract party that is not the default party can demand compensation and expenses from the other contract party. 5. In the case that an incident occurs as stated in Article 7 Section Termination of agreement, WHART has no right to claim for any damage or compensation from lessor except the occurrences are from serious intention or carelessness of lessor. Consequen : 1. When the lease agreement ends due to whatever reasons, WHART shall deliver the leased ces after assets back at the normal usage conditions together with other fixures and equipments termination considered as part of the leased assets which are or will be under the ownership of the Lessor. Additionally, WHART shall deliver cash or other assets that WHART receives in the on behalf of the Lessor (if any) to the Lessor as well as return the rental deposits that WHART receives from the tenants of the leased assets back to the tenants (if the tenants do not wish to continue leasing such areas with the Lessor) or the Lessor (under the consent of the tenants of such areas) as the case maybe. 2. The Lessor has the rights to ask for the purchasing and receiving the transfer of the properties that belong to WHART from WHART except the case where the lease agreement is ended due to the defaults of the Lessor. The Lessor shall proceed to purchase and receive the transfer of such properties belong to WHART from WHART at the consideration value for such assets at market price. In case any assets do not have market price, the net book value on delivery date can be applied. 3. In the event that WHART terminates the agreement per Article 1.1 and 1.2 of Section Rights of the contract parties in the events of default, WHART reserves the rights to procure benefits from the leased assets until WHART is completely compensated for any damages, the remaining rental fees, as well as cash or any other benefits from the Lessor. 4. During the 6-month period after the ending of the agreement due to whatever reasons, WHART shall provide assistances to the Lessor so that the tenants of the leased assets enter into the lease and service contracts directly with the Lessor. 5. After the expiration date of the lease period or the extended lease period (as the case maybe), the contract parties agree as follows; 5.1 For the tenants who do not give consents for such transfer nor sign the lease and service contracts directly with the Lessor, resulting in the Lessor’s inability to directly collect the rental fees from such tenants, if WHART receives any rental and service fees during the lease period after the expiration date of the First Leasehold Period or the Extended Leasehold Period (as the case maybe) from the tenants according to the lease and service contracts, WHART shall deliver all of such rental fees to the Lessor within 7 days from the receiving date of such payment. 5.2 If any tenants do not intend to continue leasing the lease area from the Lessor, WHART shall return the security deposits to such tenants according to the conditions and requirements that WHART entered into with such tenants. 6. WHART shall gradually deliver the advance payment of rental and service fees and other money that WHART receives in advance from the tenants in accordance with the lease and service contracts before or on the expiration date of the lease period or the extended lease period (as the case maybe) to the Lessor. WHART shall gradually deliver such proceeds since the expiration date of the lease period or the extended lease period (as the case maybe) and shall complete the process within 30 days from the expiration date of the lease period or the extended lease period (as the case maybe). 7. In the event that WHART receives the advance payment of rental and service fees and other cash from the tenants in accordance with the lease and service contracts after the expiration date of this agreement, WHART shall complete the delivery to the Lessor within 30 days from the receiving date of such payments from the tenants. In this regards, WHART and the Lessor shall together be responsible for expenses related to such process (except the case where this agreement is terminated due to the default of one of the contract parties. In such a case, the defaulting contract party shall solely be responsible for such expenses).

(1.3) Summary of the draft Land sublease agreement of Project WHA-KPN Bangna-Trad Km. 23 Contract : ▪ WHA KPN Alliance Company Limited (“Lessor” or “WHA KPN Alliance”) parties ▪ Kasikorn Asset Management Company Limited as the Trustee of WHA Premium Growth Freehold and Leasehold Real Estate Investment Trust (“Lessee”, “WHART” or “Trust”) Recital : 1. Top View Business Company Limited (“Landowner”) and KPN Land Company Limited (“KPN Land”) have entered into land lease contract deeds no. 5731 21943 and 21946 and part of land deed no. 21944 with lease term of 30 years from 3 January 2014 to 2 January 2044 (“Main contract”).

42 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

2. KPN Land and WHA KPN Alliance have entered into land lease contract deed no. 5731 21943 and 21946 and partial sublease contract deed no. 21944 with lease term of 30 years from 3 January 2014 to 2 January 2044 (“First Sublease contract”). Land for : Leasehold right of land deed no. 21946 and partial leasehold rights of 3 land deeds no. 5731, Leasing 21943, and 21944 have an estimated total area for lease of 43-1-0.0 rais. This is area shown on land deed in which the actual land area may be more or less than the area shown on land deed depending on result of land survey before the transfer date to WHART. The signed contract will state the actual area based on the survey. Rental Fee : The rental fees of the assets when combining with the purchase price of the assets which WHART will invest this time and other rental fees shall be no more than THB 4,464.50 million (excluding VAT, registration fee, and special business tax as well as other relevant fees and expenses, and such price shall not be adjusted by the cause related to the land measurement result, or ask for damage or compensation, regardless of the measurement result which may have higher or lower land areas from the stated amount under this summary of the key conditions of this contract). Lease Term : Lessor agrees for WHART to rent the land until 2 January 2044 (“lease term”) or approximately 25 years from the expected date that WHART will invest (within 1 January 2019). Rights and : 1. WHART agrees to make all alterations, maintenance, repairs and renovations of the leased duties of lands or to undertake any actions in order to maintain the good or fit conditions of the leased WHART lands along lease term, at WHART’s expenses. 2. WHART will not develop any construction or fixture on the leased lands and will not conduct any modification on the leased lands that will damage the leased lands or incur changes to the leased lands which requires approval from related government agencies unless it is given consent in written forms from the Lessor in which the Lessor will not deny providing the consent without reasonable cause. 3. In the event that any constructions or parts of the lands or changes in any parts of the leased lands above result in damages to persons or other buildings or in the event that WHART does not comply with the related laws, regulations, and/or other requirements of related government agencies, WHART agrees to be solely responsible for such damages both in civil and criminal aspects. Rights and : 1. From the completion date of this contract and during the lease term of this contract, the duties of Lessor will not transfer any rights and duties from the First Sublease contract related to the WHA KPN leased land to others or creating any obligations on the leased land unless there is an advance Alliance consent in written from WHART and the Lessor organizes the party receiving the rights and duties to enter into agreement in written form with WHART in order to accept all obligations under the rights and duties of the Lessor according to this contract. 2. Before or on the registration date for leasehold right, the Lessor agrees to transfer the rights and duties under the lease contract and service contract related to the leased land to WHART. The Lessor agrees to take any necessary procedures including getting tenants to enter into contract to transfer the rights and duties and register leasehold rights with WHART at related land office in accordance to the law (if necessary) with expenses covered by WHART. The Lessor will proceed to cancel the registration and/or amend the register with the officer for WHART before the registration for leasehold right in these contracts with expenses covered by WHART. 3. In the event that the Lessor receives the rental and service fees in advance and other types of payment from the tenants according to the rental and service contracts after the registration date of the leasehold rights, the Lessor agrees to gradually deliver such payments to WHART within 7 days from the receiving date of such payments from the tenants. In this regards, WHART shall be responsible for any expenses related to such process. 4. On the registration date for leasehold rights, the Lessor agrees for the Landowner to register WHART as beneficiary in obligation with properties on all lands which are access between leased lands and public ways (“entrance land”) in order for WHART, renters, and their employees to use as paths for walking, vehicles, drainage, electricity, water supply, phone, and other utilities including name signs and advertisement signs settlement without demanding any compensation during the lease term.

Nevertheless, during lease term, WHART agrees to allow the Lessor, company under Lessor’s group, area renters and clients as well as their employees to use or benefit from the entrance land with WHART in which it must not deteriorate rights of WHART to use the entrance land under the agreement for obligation with properties under this contract. Each contract party agrees to be responsible for expenses related to maintenance, improvement, and/or restoration of the entrance land as follows:

43 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

a) Lessor agrees to be responsible and/or proceeds for company under Lessor’s group to be responsible for all expenses during the period of project development and any building construction of Lessor and/or company under Lessor’s group under Project WHA KPN Bangna–Trad Km. 23 that benefit from the entrance land or b) Lessor agrees to be responsible and/or proceeds for company under Lessor’s group with WHART to be responsible for the expenses proportionate to usage by area of land plot which is location of Lessor’s buildings and/or Lessor-related-parties building and land plot which is location of leased building of WHART within Project WHA KPN Bangna – Trad Km. 23 (apart from rental lands in this investment) that benefit from the entrance land when project completion or in non-construction duration.

In addition to the aforementioned statement, WHART agrees to conduct maintenance, improvement, and/or restoration of the entrance land to keep it in good and appropriate conditions for usage during the lease term by expenses of WHART. From the date of this contract and during the lease term, the Lessor will not transfer any rights and duties from the First Sublease contract related to the entrance land to others unless there is an advance consent in written form from WHART and the Lessor organizes the party to enter into agreement in written form with WHART in order to accept all obligations under the rights and duties of the Lessor related to entrance land according to this contract.

5. In the case that the Lessor is notified by KPN Land of an incident related to breach of First Sublease contract and/or the Lessor realizes that Lessor cannot or will not be able to proceed according to the First Sublease contract, the Lessor will notify WHART in written form as soon as possible within 3 days from the date that the Lessor is notified or aware of the incident in order to WHART to remedy the breach of contract especially leased land directly with KPN Land. Although the remedy is a right of WHART, it is not any duty of WHART.

Furthermore, in the case of this mentioned incident or in the case that WHART is notified directly from KPN Land, if WHART requests, the Lessor agrees to proceed WHART to become the renter according to the Main contract in specific to the leased land to the Landowner or according to the First Sublease contract in specific to the leased land directly with KPN Land within the period specified by WHART in which, in any case, the Lessor agrees to compensate for all damages or expenses that WHART cover during the process. This does not remove the rights of WHART to demand for other compensation from the Lessor (if any). Conditions : 1. The Lessor will proceed with completion of land survey of the leased land before the and registration date of leasehold rights. The contract parties agree to accept the survey result requiremen and will not use the result as basis for damage compensation, rental fee adjustment or any ts for the compensation and will continue to proceed the rent. lease of 2. Before the registration date of leasehold right, the Lessor agrees to annul the letter of assets and leasehold right as of 20 March 2014 that the Lessor used the leasehold right according to the payment First Sublease contract as guarantee for Kasikorn Bank Public Company Limited including any documents related to the transfer of leasehold right according to the First Sublease contract. 3. On the registration date of leasehold right, the Lessor will transfer security received from area renter under the lease contract and service contract to WHART in which the transferred security is the remaining amount after the Lessor deducts for land lease payment. 4. In the case that WHART views that conditions of the land are in significant damage in the amount that if WHART is aware of this damage then it will not enter into this contract, WHART has the right to reject the land lease until the Lessor completes the damage or ruined restoration within 30 days from the notification date from WHART, at expenses of the Lessor. Transfer of : 1. Within the lease period under this agreement, the Lessor agrees WHART to transfer its rights leasehold and duties in leasing the land under this agreement as collaterals with any financial institutions. rights and WHART shall notify in written consent to the Lessor in advance. However, such action shall not the affect any rights and duties of the Lessor under this agreement and shall not be binding beyond sublease the lease period. 2. The Lessor agrees WHART to sublease the leased lands, partially or fully, without obtaining approvals from the Lessor. However, the sublease period or the condition regarding the extension of the sublease period shall not be beyond the lease period. Fees and : 1. Each contract party shall be responsible for expenses collected by the officials at the land expenses department on the registration date as follows; o WHART shall be responsible for the registration fees of rights and juristic acts. o Lessor shall be responsible for expenses and stamp duties regarding the registration of the leasehold rights as well as withholding taxes. 2. Lessor agrees to be responsible for liabilities, expenses, maintenance fees and any obligations related to maintenance of the leased lands that occur and are still outstanding

44 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

before the registration date for leasehold right. In addition, WHART agrees to be responsible for mentioned obligations or expenses that occur during lease term in accordance to this contract. 3. If either contract party receives cash or any other rewards that it is not supposed to receive, the contract party that receives cash or rewards will deliver cash or rewards back to the another contract party. Event of : The following cases are considered as default by contract party default 1 Events of default by Lessor 1.1 Unless it was specified otherwise in this contract, in the case that Lessor intentionally acts against or does not abide to the agreement in this contract the Undertaking Agreement, the Sale and Purchase Agreement of System Work, Tool, and Equipment (combined as “Investment Agreements”), and does not proceed to amend the breach of contract within the determined time period, it shall be considered that Lessor is the default party unless it is a result of force majeure event or the event that is caused by WHART not complying with the conditions under this agreement 1.2 In the case that the Lessor transfers the rights and duties according to the First Sublease contract in specific to the leased land and/or entrance land or creates any obligations on the leased land and/or entrance land during the lease term which do not abide with the agreement in this contract. 1.3 The leased lands are confiscated by court order due to the faults of the Lessor resulting in WHART being unable to procure benefits from the leased lands. 1.4 The Lessor is under the custody of court or under bankruptcy by court order or under the process of dissolution, liquidation or rehabilitation by court order in which WHART is aware of the impact to the ability of the Lessor in debt repayment or in complying with this agreement. 2 Events of Default by WHART WHART deliberately violates or not comply with the conditions under this agreement and does not correct such violations within the determined period of time except in the case of force majeure event or it is caused by the Lessor not complying with the conditions under this agreement due to (a) the Lessor deliberately or carelessly performs its duties under the Appointment of The Property Manager Agreement and/or (b) the property manager, who is the same group of people as the Lessor, deliberately or carelessly performs its duties under the Appointment of The Property Manager Agreement. Rights of : 1. Rights of WHART when Lessor is the default party contract 1.1 In the case that an incident occurs as stated in Article 1.1 of Section Event of default and party in the it is not a result from WHART not following duties or misconducting according to this events of agreement and/or the Investment Agreement, WHART may demand compensation from default the Lessor. However, WHART cannot terminate this contract unless the default is a result of the Lessor and/or company under the Lessor’s group intentionally acting against terms in this contract and/or investment contract which results in WHART not being able to benefit from leased lands according to the purpose and objective of this contract any longer in which WHART has the right to terminate this contract without forfeiting right to demand compensation from the Lessor as a result of contract termination.

In the case that WHART terminates the contract as stated above, the Lessor must repay rental fee from the leased lands, including cash or other benefits that the Lessor receives on behalf of WHART, to WHART in proportion to the remaining lease term. Furthermore, the Lessor agrees to compensate for loss of benefits resulting from WHART not being able to benefit from the leased land for the remaining lease term. This, however, does not forfeit the right of WHART to demand compensation and/or any expenses resulting from the termination of this contract. 1.2 In the case that an incident occurs according to Article 1.2-1.4 of Section Event of default and the incident is not a result of WHART not following duties or misconducting according to this contract, WHART can demand compensation from the Lessor for this default and/or terminate this contract immediately. In the case that WHART terminates the contract as stated above, the Lessor must repay rental fee from the leased lands, including cash or other benefits that the Lessor receives on behalf of the renter, to Lessee in proportion to the remaining lease term. Furthermore, the Lessor agrees to compensate for loss of benefits resulting from WHART not being able to benefit from the leased land for the remaining lease term. This, however, does not remove the right of WHART to demand compensation and/or any expenses resulting from the termination of this contract. 1.3 In exercising the right to demand compensation and terminate this contract, WHART has the right to consider whether or not to exercise the right on the leased land that is damaged from default by the Lessor.

45 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

2. Rights of Lessor when WHART is the default party 2.1 In the case that an incident occurs as stated in Article 2 of Section Event of default and it is not a result from the Lessor not following duties or misconducting according to this contract or land lease contract, the Lessor may demand compensation from WHART. However, the Lessor cannot terminate the contract with this default incident unless the default is a result of WHART intentionally acting against terms in this contract and results in significant damage to the leased land in which case the Lessor can terminate this contract immediately. In this case, the Lessor does not have to repay rental fees to WHART and does not remove rights of the Lessor to demand compensation and/or any expenses resulted from the default. 2.2 In exercising the right to demand compensation and terminate this contract, the Lessor has the right to consider whether or not to exercise the right in leased lands which is damaged from default by WHART. Termination : 1. Upon the expiry of the lease period. of contract 2. Mutually agreed by the contract parties. 3. There is a revocation or cancellation of the Trust by laws and/or by orders of the related government agencies, which include the office of the SEC and/or the capital market supervisory board, or by the Agreement to Establish the Trust, and not by the faults of the Lessor or WHART. 4. In the case that all area or any part of significant area of the leased land falls within expropriation zone or reservation zone or survey zone for expropriation according to notification or law related to expropriation or other law which results in WHART not being able to benefit from the leased land significantly. WHART has the right to consider whether or not to terminate this contract specifically the impacted leased land. 5. When either contract party exercises right to terminate contract in the case of default as stated in section Rights of contract party in the case of default. 6. When the contract party who is not the default party exercises the right to terminate contract in the case that there is no payment for rental fee and/or no registration for lease of the land and/or no settlement for the trading assets within the specific period in this contract or other contracts that WHART will enter into investment (case by case). 7. In any period before or on the registration of leasehold right, when the Lessee exercises the right to terminate contract in the case that the leased assets are damaged significantly or business performance of the leased assets negatively change considerably, e.g., no renter for the leased assets on the registration date of leasehold right. Results of : 1. In the events under Article 1, 2 or 3 of Section Termination of contract, the agreement is contract considered to be terminated. Each contract party does not have the rights to demand termination damages, expenses, rental fees or cash or other types of benefits from the other contract party and the Lessor must not repay the rest of rental fee from leased lands to WHART except contract parties agree otherwise. 2. In the case that an incident occurs according to Article 4 of Section Termination of contract, each contract party has no right to demand compensation from each other. 3. In the event that one of the contract party exercises its rights to terminate this agreement due to the events of default as stated in Item Rights of contract parties in the events of default, such contract party has the rights as stated in such clause. 4. In the case that an incident occurs as stated in Article 6 Section Termination of contract, this contract is considered to be terminated in which the contract party that is not the default party can demand compensation and expenses from another contract party. 5. In the case that an incident occurs as stated in Article 7 of Section Termination of contract, the Lessee has no right to demand any compensation or expenses from the Lessor unless the incident is a result of significant carelessness or intention of the Lessor. Results of : 1. When the lease contract is over, regardless of any causes, WHART will return the leased land contract within normal usage conditions with fixture and equipment attached to the leased land which termination the Lessor holds ownership. Furthermore, WHART will grant cash or other assets that WHART receives from tenants on behalf of the Lessor (if any) to the Lessor including returning rental guarantee that WHART receives from the renter in the leased land back to the renter (if the renter does not intend to continue renting the land from the Lessor) or to the Lessor (under consent from the area tenant), as the case maybe. 2. The Lessor has the right to offer acquisition and accept to transfer of property that WHART holds ownership from WHART unless the lease contract is over due to default by the Lessor. The lessor must proceed to acquire and accept to transfer property that WHART holds ownership from WHART bythe price of the property will be subjected to market value and if any property does not have market value then its price is subjected to its net book value as at the date of transfer. 3. In the case that WHART exercises the right to terminate contract as stated in Article 1.1 and 1.2 of Section Rights of contract party in events of default, WHART reserves the right to benefit

46 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

from the leased land until WHART completely receives payment for damages, remaining rental fee, and cash or other benefits from the Lessor. 4. During 6 months after the lease contract is over, regardless of any causes, WHART will provide assistance to the Lessor regarding procedures for the renter of the leased land, as at the date that the lease contract is over, to enter into lease contract and service contract directly with the Lessor. 5. After the date that lease term is over, the contract parties agree as follows: 5.1 For renters that do not give consent for the aforementioned transfer or do not sign the rental contract and service contract with the Lessor directly which results in the Lessor not being able to collect rental fees directly from WHART, when WHART receives payment for any rental and service fees after the lease term is over from renters according to the lease contract and service contract, WHART will deliver all the rental fees to the Lessor within 7 days after it receives the mentioned payment. 5.2 If any renters do not wish to continue renting the land from the lessor, WHART will proceed with repaying the rental guarantee back to the renters in accordance to the terms and conditions that WHART make with the renters. 6. WHART will continue to deliver advance rental and service fees and other fees that WHART receives in advance from renters according to the lease contract and service contract before or on the lease term is over to the Lessor. WHART will deliver the fees from the date that the lease term is over and will complete within 30 days after the date that the lease term is over or other period agreed by the contract parties. 7. In the case that WHART receives rental and service fees and other cash in advance from renters according to the lease contract and service contract after the date that lease term is over, WHART will deliver the fees to the lessor within 30 days from the date that WHART receives the fees from the renters. WHART and the Lessor agree to cover expenses related to the procedures together (except the lease contract ends as a result of either contract party misconducting in which the wrongdoer will solely take responsibility on those expenses). Memorand : The contract parties agree for the memorandum of agreement related to sublease of land, which um of will be entered between the Landowner, KPN Land, WHART, and the Lessor, as part of this agreement contract. related to sublease of land

(1.4) Summary of the draft leased building agreement of WHA KPN Bangna-Trad Km. 23 Contract : ▪ WHA KPN Alliance Company Limited (“WHA KPN Alliance” or “Lessor”) parties ▪ Kasikorn Asset Management Company Limited as the Trustee of WHA Premium Growth Freehold and Leasehold Real Estate Investment Trust (“Lessee”, “WHART” or “Trust”) Recital : 1. Top View Business Company Limited (“Landowner”) and KPN Land Company Limited (“KPN Land”) have entered into land lease contract deed no. 5731, 21943 and 21946 and part of land deed no. 21944 with lease term of 30 years from 3 January 2014 to 2 January 2044 (“Main contract”). 2. KPN Land and WHA KPN Alliance have entered into land lease contract deed no. 5731, 21943 and 21946 and partial sublease contract deed no. 21944 with lease period of 30 years from 3 January 2014 to 2 January 2044 (“First Sublease contract”). Building for : Leasehold right of 2 buildings consisted of warehouses and offices in Project WHA KPN Bangna – leasing Trad Km. 23 with total leasable building area of 39,607.00 square meters and total leasable rooftop area of 26,112.00 square meters Rental Fee : The rental fees of the assets when combining with the purchase price of the assets which WHART will invest this time and other rental fees shall be no more than THB 4,464.50 million (excluding VAT, registration fee, and special business tax as well as other relevant fees and expenses, and such price shall not be adjusted by the cause related to the land measurement result, or ask for damage or compensation, regardless of the measurement result which may have higher or lower land areas from the stated amount under this summary of the key conditions of this contract). Lease Term : The Lessor agrees for WHART to lease the assets till 2 January 2044 (“Lease term” or “Lease period”) or approximately 25 years from WHART’s expected investment (within 1 January 2019) Rights and : 1. WHART agrees to make all alterations, maintenance, repairs and renovations of the leased duties of assets or to undertake any actions in order to maintain the good or fit conditions of the WHART leased assets along lease term, at WHART’s expenses. 2. WHART will not develop any construction or fixture on the leased building and will not conduct any modification on the leased building that will damage the leased building or incur changes to the leased building which requires approval from related government agencies unless it is given consent in written forms from the Lessor in which the Lessor will not deny providing the consent without reasonable cause. In this regard, the Lessor is aware and accepts that there will be installation of solar panels on the rooftop of the leased building

47 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

which includes installation of related equipment on some part of the leased assets that are required for business operation of solar power generation on rooftop for sale (Solar Rooftop) (“Solar Rooftop project”). WHART and tenants of Solar Rooftop project will notify WHA before the installation. When the lease term is over, the contract parties agree for fixture of leased assets (including fixture of Solar Rooftop project that are subleased by renters of Solar Rooftop project and/or any related persons to the business of tenants who sublease Solar Rooftop project (if any)) to be owned by the Lessor as at the date that the lease term is over in which WHART has no right to demand any compensation from the lessor. For benefits of clarity, the lessor is aware and accepts that the tenants of Solar Rooftop project and/or any related person to business of the renters of Solar Rooftop are owners of all related equipment which are not considered as fixture of the leased building. 3. In the event that any constructions or parts of the buildings or changes in any parts of the buildings above result in damages to persons or other buildings or in the event that WHART does not comply with the related laws, rules, regulations, and/or other requirements of related government officials, the WHART agrees to be solely responsible for such damages both in civil and criminal aspects. Rights and : 1. From the date of this agreement and through the lease period under this agreement, the duties of Lessor shall not transfer rights and duties as initial subleasehold agreement over the leased WHA KPN buildings to others or sell, pay or incur any contingency on leased buildings except obtaining Alliance the written consent in advance from the Lessee and the third party who receives the ownership transfer of the leased assets from the Lessor agrees in writing with WHART to comply with the rights and duties of the Lessor under this agreement. 2. Before or on the registration date for leasehold rights, the Lessor agrees to transfer rights and duties under lease contract and service contract related to building between lessor and area leasee for WHART and lessor agrees to take any necessary procedures including getting renters to enter into contract to transfer the rights and duties and register leasehold right with WHART at related land office in accordance to the law (if necessary), at WHART’s expenses. In the case that the lease contract with renters is registered with an officer, lessor will proceed to cancel the registration and/or amend the register with the officer for WHART by WHART expenses before the registration of this lease contract. 3. In the event that the Lessor receives the rental and service fees in advance and any other types of payment from the tenants according to the lease and service contracts after the registration date of the leasehold rights, the Lessor agrees to gradually deliver such payments to WHART within 7 days from the receiving date of such payments from the tenants. In this regards, the Lessee shall be responsible for any expenses related to such process. 4. On the registration date for leasehold right, the Lessor agrees to transfer water and electric meters related to water and electricity distribution of the leased building to WHART and provides any necessary consent and procedures in order to transfer the meters to WHART. Terms and : 1. In the case that WHART views that conditions of the leased building are in significant damage conditions in the amount that if WHART is aware of this damage then it will not enter into this contract, for building WHART has the right to reject the building lease until the Lessor completes the restoration leasing and with expenses of the Lessor within 30 days from the notification date from WHART. settlement In the case that the Lessor has insurance related to the leased assets before the contract 2. parties enter into this contract and its insurance policy is still active after the registration date for leasehold right, the Lessor agrees for WHART to receive insurance and become beneficiary according to the insurance policy in part of the leased assets, effective from the registration date for leasehold right. WHART agrees to be responsible for insurance premiums in proportion to the remaining period of insurance coverage. If the Lessor has already completed payment for the insurance premiums, WHART agrees to repay the insurance premiums to the Lessor within 30 days from the registration date for leasehold right. Transfer of : 1. Within the lease period under this agreement, the Lessor agrees for WHART to transfer its leasehold rights and duties in leasing the buildings under this agreement as collaterals with any financial rights and institutions. WHART shall notify in writing to the Lessor in advance. However, such action shall the not affect any rights and duties of the Lessor under this agreement and shall not be binding sublease beyond the lease period or the extended lease period. 2. The Lessor agrees for WHART to sublease the buildings, partially or fully, without obtaining approvals from the Lessor. However, the sublease period or the condition regarding the extension of the sublease period shall not be beyond the lease period of the extended lease period. Fees and : 1. Each contract party is responsible for expenses that land officer will collect on the expenses registration date for leasehold right as follows: o WHART is responsible for registration fee for leasehold right and juristic act and stamp duty for this contract.

48 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

o The Lessor is responsible for any other expenses and stamp duty related to registration for juristic act including withholding corporate income tax. 2. The Lessor agrees to be responsible for expenses regarding the transfer of water and electricity meters from the Lessor to WHART. 3. The Lessor agrees to be responsible for liabilities, expenses, maintenance fees and any obligations related to maintenance of the leased buildings that occur and are still outstanding before the registration date for leasehold right. In addition, WHART agrees to be responsible for the obligation or expenses that occur during lease period in accordance to this contract. 4. If either contract party receives cash or any other rewards that it is not supposed to receive, the contract party that receives cash or rewards will deliver cash or rewards back to the other contract party. Default : The following cases are considered as default by contract party 1. Events of default by the Lessor 1.1 Unless it was specified otherwise in this contract, in the case that the Lessor intentionally acts against or does not abide to the agreement in this contract, contract for trading working system, tools and equipment and/or undertaking contract (collectively referred to as “Investment Contracts”) or is in breach of warranties given under this contract and/or Invetment Contract and does not proceed to amend the breach of contract in the specific time, it is considered that the Lessor is the default party unless it is a result of force majeure or WHART does not abide the agreement or conditions specified in this contract. 1.2 In the event that the Lessor transfer its right and duties under the First Sublease contract in respect of the leased building and/or entrance lands, or sells, distributes, transfers, or create any encumbrance on the leased building and/or entrance lands during the lease period which is in breach of this contract. 1.3 The leased assets are confiscated by court order due to the faults of the Lessor resulting in WHART unable to procure benefits from the leased assets. 1.4 The Lessor is under the custody of court or under bankruptcy by court order or under the process of dissolution, liquidation or rehabilitation by court order in which WHART sees the impact to the ability of the Lessor in debt repayment or in complying with this agreement. 2. Events of default by WHART WHART intentionally violates or not comply with the conditions under this agreement or land sublease agreement and does not correct such violations within the determined period of time except in the case of force majeure event or it is caused by the Lessor not complying with the conditions under this agreement due to (a) the Lessor intentionally or carelessly performs its duties under the Appointment of The Property Manager Agreement and/or (b) the property manager, who is the same group of people as the Lessor, intentionally or carelessly performs its duties under the Appointment of The Property Manager Agreement. Rights of : 1. Rights of WHART when the Lessor is the default party contract 1.1 In the case that an incident occurs as stated in Article 1.1 of Section Default and it is not party in the a result from WHART not following duties or misconducting according to this contract case of and/or other contract or memorandum in relation to the investment of WHART, default WHART may demand compensation from the Lessor. WHART cannot terminate this contract unless the default is a result of the Lessor intentionally breach or act against the agreed terms which results in WHART not being able to benefit from leased assets according to the purpose and objective of this contract any longer in which WHART has the right to terminate this contract without removing right to demand compensation from the Lessor as a result of contract termination. In the case that WHART terminates the contract as stated above, the Lessor must repay lease fee from the leased building, including cash or other benefits that the Lessor receives on behalf of the Lessee, to the Lessee in proportion to the remaining lease term. Furthermore, the Lessor agrees to compensate for loss of benefits resulting from WHART not being able to benefit from the leased building for the remaining lease term. This, however, does not remove the right of WHART to demand compensation and/or any expenses resulting from the termination of this contract. 1.2 In the case that an incident occurs according to Article 1.2-1.4 of Section default and the incident is not a result of WHART not following duties or misconducting according to this contract, WHART can demand compensation from the Lessor for this default and/or terminate this contract immediately. In the case that WHART terminates the contract as stated above, the Lessor must repay rental fee from the leased building, including cash or other benefits that the Lessor receives on behalf of the Lessee, to the Lessee in proportion to the remaining lease

49 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

term. Furthermore, the Lessor agrees to compensate for loss of benefits resulting from WHART not being able to benefit from the leased building for the remaining lease term. This, however, does not remove the right of WHART to demand compensation and/or any expenses resulting from the termination of this contract. 1.3 In exercising the right to demand compensation and terminate this contract, the parties agree to consider damages of each leased building separately, and WHART has the right to consider whether or not to exercise the right specifically on the leased building that is damaged from default by the Lessor.

2. Rights of the Lessor when WHART is the default party 2.1 In the case that an incident occurs as stated in Article 2 of Section Default and it is not a result from the Lessor not following duties or misconducting according to this contract or land sublease agreement, the Lessor may demand compensation from WHART. However, the Lessor cannot terminate the contract with this default incident unless the default is a result of WHART intentionally acting against terms in this contract and results in significant damage to the leased building in which case the Lessor can terminate this contract immediately. In this case, the Lessor does not have to repay rental fees to WHART and does not remove rights of the Lessor to demand compensation and/or any expenses resulted from the default. 2.2 In exercising the right to demand compensation and terminate this contract, the parties agree to consider damages of each leased building separately, and the Lessor has the right to consider whether or not to exercise the right specifically on the leased building that is damaged from default by WHART. Terminatio : 1. Upon the expiry of the lease period. n of 2. Mutually agreed by the contract parties. contract 3. There is a revocation or cancellation of the Trust by laws and/or by orders of the related governmental officials, which include the Office of the SEC and/or the capital market supervisory board, or by the Trust Deed, and not by the faults of the Lessor or WHART. 4. In the event that all or significant parts of the land in the leased assets are under expropriation or reservation or exploration for expropriation according to the notification or laws related to expropriation or other laws resulting in WHART unable to significantly procure benefits from the leased assets. In this regards, WHART has the rights to consider whether this agreement shall be terminated for only the affected leased assets or not. 5. When either contract party exercises right to terminate contract in the case of default as stated in section Rights of contract party in the case of default. 6. When the contract party which is not the default party exercises right to terminate contract in the case that there is no payment for assets rental fee and/or no registration for lease of assets and/or no payment for trading of assets within the period specified in this contract or contract for entering into investment (as the case may be) 7. In any period before or on the registration of leasehold right, when the Lessee exercises the right to terminate contract in the case that the leased buildings are damaged significantly or business performance of the leased buildings negatively change considerably, e.g., no renter for the leased buildings on the registration date of leasehold right. Results of : 1. In the events under Clause 1, 2 or 3 Item Termination of agreement, the agreement is contract considered to be terminated. Each contract party does not have the rights to demand termination damages, expenses, rental fees or cash or other types of benefits from the other contract party except contract parties agree otherwise. 2. In the event that an incident occurs according to Article 4 Section Termination of contract, each contract party has no right to demand compensation from each other and any benefits or remuneration received from related government agency from expropriation of the leased assets will belong to WHART in proportion to the remaining lease term. The remaining amount after allocating benefits or remuneration from expropriation of the leased assets to WHART according to the calculation above will belong to the Lessor. 3. In the event that one of the contract party exercises its rights to terminate this agreement due to the events of default as stated in Item Rights of contract parties in the events of default, such contract party has the rights as stated in such clause. 4. In the case that an incident occurs as stated in Article 6 Section Termination of contract, this contract is considered terminated in which the contract party that is not the default party can demand compensation and expenses from the other contract party. 5. In the case that an incident occurs as stated in Article 7 Section Termination of contract, the Lessee has no right to claim for any damage or compensation from the Lessor except the occurrences are from serious intention or carelessness of the Lessor Consequen : 1. When the lease agreement ends due to whatever reasons, WHART shall deliver the leased ces after buildings back at the normal use condition together with other assets considered as part of termination the leased buildings and equipment attached to the leased buildings that are or will be under the ownership of the Lessor. Additionally, WHART shall deliver the cash or other assets that

50 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

WHART receives in the name of the Lessor (if any) to the Lessor as well as return the rental deposits that WHART receives from the tenants of the leased buildings back to the tenants (if the tenants do not wish to continue leasing such areas with the Lessor) or the Lessor (under the consent of the tenants of such areas) as the case maybe. 2. The Lessor has the rights to ask for the purchase and receiving the transfer of the properties that belong to WHART from WHART except the case where the lease agreement is ended due to the defaults of the Lessor. The Lessor shall proceed with the purchase and receiving the transfer of such properties belong to WHART from WHART at the consideration value for such assets at market price. In case any assets do not have market price, the net book value on delivery date can be applied. 3. In the event that WHART terminates the agreement per clause 1.1 and 1.2 Rights of the contract parties in the events of default, WHART reserves the rights to procure benefits from the leased buildings until WHART is completely compensated for any damages, the remaining rental fees, as well as cash or any other benefits from the Lessor. 4. During the six month period after the ending of the agreement due to whatever reasons, WHART shall provide assistances to the Lessor so that the tenants of the leased buildings enter into the lease and service contracts directly with the Lessor. 5. On the next day after the expiry of the lease period, the contract parties agree as follows; 5.1 For the tenants who did not give consents for such transfer or did not sign the lease and service contracts directly with the Lessor, resulting in the Lessor’s inability to directly collect the rental fees from such tenants, if WHART receives any rental and service fees during the lease period after the expiry of lease period from the tenants according to the lease and service contracts, WHART shall deliver all of such rental fees to the Lessor within 7 days from the receiving date of such payment. 5.2 If any tenants do not wish to continue leasing the spaces from the Lessor, WHART shall return the rental deposits to such tenants according to the conditions and requirements that WHART entered into with such tenants. 6. WHART shall gradually deliver the advance payment of rental and service fees and other cash that WHART receives in advance from the tenants in accordance with the lease and service contracts before or on the expiry date of the lease period to the Lessor. WHART shall gradually deliver such proceeds since the expiry date of the lease period and shall complete the process within 30 days from the expiry date of the lease period or other period agreed between the parties. 7. In the event that WHART receives the advance payment of rental and service fees and other cash from the tenants in accordance with the lease and service contracts after the expiry date of this agreement, WHART shall complete the delivery to the Lessor within 30 days from the receiving date of such payments from the tenants. In this regards, WHART and the Lessor shall together be responsible for expenses related to such process (except the case where the agreement is terminated due to the default of one of the contract party. In such a case, the defaulting contract party shall solely be responsible for expenses). Memoran- : The contract parties agree for the memorandum of agreement related to sublease of land, which dum of will be entered between the Landowner, KPN Land, WHART, and the Lessor, as part of this agreement contract. related to sublease of land

(2) Other draft agreements related to the assets to be additionally acquired by WHART (2.1) Summary of the key conditions of the draft mortgage agreement of land and buildings in WHA Rama 2 Km. 35 Contract : ▪ Kasikorn Asset Management Company Limited as the Trustee of WHA Premium Growth parties Freehold and Leasehold Real Estate Investment Trust (“WHART”or “The Mortgagee” or “the Trust”) ▪ WHA Corporation Public Company Limited (“WHA” or “The Mortgager”) Mortgaged : o Land title deed (no. 134435) with total area of approximately 39 – 2 - 72.80 rais assets o All buildings which WHART will invest in, including 1 building with plants and other assets which are parts of said land and building (Land title deed no. 134435) Liabilities : Liabilities that have already been incurred or to be incurred under the lease agreement in WHA guaranteed Rama 2 Km. 35 (“Lease Agreement”) including the advance rental fees received, the loss of by the benefits from the inability to use the leased assets according to the lease agreement, any amount mortgage of cash to be returned according to the lease agreement, damages, or any other expenses that have been incurred or to be incurred as a result of the request to the Mortgager to comply with the agreement regarding the Rights to Extend the Lease Contract and if WHART as the Lessee is

51 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

unable to exercise the Rights to Extend the Lease Contract due to the default of the Mortgager as mentioned in the lease agreement. Fees and : WHART agrees to be responsible for fees and other expenses related to the mortgaging of assets expenses as well as all other expenses related to the registration of the mortgage under this agreement. Enforce the : WHART can exercise the rights to enforce the mortgage when the Mortgager did not comply with mortgage its undertaking for the extension of the lease contract or became the defaulting party which causes WHART to be unable to extend the lease contract. Redemptio : When there is a registration of the leasehold rights for the extended lease period under the lease n of the agreement whereas the Mortgager complies with its duties above; or when the lease agreement mortgage is suspended or ended according to the determined lease period without the exercise of rights to extend the lease agreement by WHART; or when the lease agreement is suspended or ended before the maturity of the determined lease period due to other reasons apart from the incompliance of the Mortgager with the conditions above, in such cases, the liabilities of the Mortgager under this agreement is considered to be ended on the registration date of the leasehold rights for the extended lease period or on the suspension date or the expiry date of the agreement. And, WHART agrees to redeem the mortgaged assets to the Mortgager on the registration date of the leasehold rights for the extended lease period or on the suspension date or the expiry date of the agreement.

(2.2) Summary of the draft undertaking agreements in every project which WHART’s expected investment on this time Contract : Promisee: parties ▪ Kasikorn Asset Management co., ltd. as Trustee of WHART (“WHART” or “Trust”) Promiser: ▪ WHA Corporation PCL (“WHA”) Effective : Effective when WHART’s investment date in this time Date Agreement : 1. From now after the date in which WHART enters into investment to the next 3 years, WHA on unit agrees to hold and maintain proportion for WHART’s trust units at least 15% of total WHART’s trust trust units, in particular for those that are issued and offered for the 3rd capital increase of holding WHART as well as keeping in ownership by WHA and/or related parties ofWHA. 2. During the trust unit holding period stated in Article 1, WHA agrees that WHA and/or related parties of WHA will not sell, transfer trust units, or put trust units for pledge as well as creating any obligations which result that WHA and/or related parties of WHA totally hold trust units lower than the specified proportion, except pledging or creating any obligations can be proceeded when there is notification to WHART in advance in written consents. Non- : 1. WHA agrees that WHA and/or companies in WHA group direct to offer other assets to other competition clients or agents for the rent and/or the transfer of the leasehold rights on their warehouses, clause with distribution centers and/or logistics facilities which are located 20 km. away from WHART’s the Trust’s asset, WHA, as property manager, agrees with WHART to offer the assets to those clients or business agents when meeting the following conditions: 1.1. WHA to continue to perform the duties as a Property Manager of WHART for WHART’s assets and 1.2. Assets of WHART shall contain the quality that is in line with the type of business of those clients or agents. 2. In the cases that any of the two events below occurs, it is considered out of the scope of the condition 1 above: 2.1. WHA displays to WHART the copy of the letter of intention from the clients or agents for the consideration of the asset quality, whether it mismatches the customers or agents’ type of business of the with the quality of WHART’s asset. WHA, then, signs on the letter of intent from the customers and agents. Subsequently, the quality of WHART’s assets occurs to match the customers or agents’ type of business or 2.2. WHA offers WHART’s asset to customers or agents prior to this and WHA has been rejected from the customers or agent in writing. 3. The parties agree to offer the sole right to customers or agents to consider whether the quality of WHART’s asset matches the customers or agents’ type of business. If the customers or agents do not wish to enter into the Agreement with WHART, WHA will not be considered to be in breach of contract.

52 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

(2.3) Summary of draft contract for juridical act for (1) Project DSG HSIL Saraburi (2) Project WHA Rama 2 km.35 and (3) Project WHA-KPN Bangna-Trad km.23 Contract : Promisee: parties ▪ Kasikorn Asset Management co., ltd. as Trustee of WHART (“WHART” or “Trust”) Contractor for DSG HSIL Saraburi: ▪ WHA Corporation PCL (“WHA”) and ▪ WHA Venture Holdings Company Limited (“WHAVH”) Contractor for WHA Rama 2 Km. 35 : ▪ WHA Corporation PCL (“WHA”) Contractor for WHA-KPN Bangna- Trad Km. 23 : ▪ WHA Corporation PCL (“WHA”) and ▪ WHA KPN Alliance Company Limited (“WHA KPN Alliance”) Effective : The contract is effective from ownership transfer date of trading assets according to contract for date of the trading lands and buildings and/or registration date of leasing and subleasing according to lease contract and sublease contract for assets which WHART will enter into investment Duties of : Project DSG HSIL Saraburi, Project WHA Rama 2 km.35, and Project WHA-KPN Bangna-Trad km.23 contractor 1. For Project DSG HSIL Saraburi, Project WHA Rama 2 km.35, and Project WHA-KPN Bangna- related to Trad km.23, if there is any area of the projects without renters at the date which WHART enter leased into investment, the contractor agrees to pay rental fee for the area at THB 145 / sq. /month areas in the for Project DSG HSIL Saraburi, THB 262.90 / sq. / month for Project WHA Rama 2 km.35, and projects THB 155.00 / sq. / month for Project WHA-KPN Bangna-Trad km.23 for 3 years from the date which WHART enter into investment. These also include payment of water, electricity, property and land tax, and/or other expenses related to the leased building as if the contractor is the renter.

If WHA, as property manager, can provide renters for the unoccupied area with minimum rental period not lower than the remaining 3 years and rental fees not lower than the specified rates, the contractor no longer has to pay rental fees for the unoccupied area to WHART. Nevertheless, if the renters that WHA provides enter in lease contract with lease term less than the remaining 3-years period, the contractor is still obligated to pay for the rental fees until the end of the specified period. Or if the renters that the contractor provides enter into lease contract with rental fees lower than specified rates,the contractor is obligated to continue paying for the rest of rental fees to WHART until the remaining 3-years period is over.

In this regard, if WHA, as property manager, can provide renters for mentioned area and the renters postpone or are unable to pay rental fees according to lease contract, the contractor is not obligated to pay rental fees for renters . However, in the case that there is termination of contract before the 3-years lease term due to a mutual agreement between the renters and WHART which the termination is in accordance to proposal between WHA and WHART agreeing with the contractor’s proposal to terminate the lease contract, the contractor is still obligated to continue paying rental fees for the leased area to the Trust until the 3-years lease term is over.

2. The contractor agrees that, at the date which WHART enters into investment, the contractor will provide guarantee for rental and service as insurance for rental payment of occupied building area. When the 3-years period is over or when the contractor can provide renters to enter into lease contract for the area with rental fees not lower than specified rates and 3- years period from the date which WHART enters into investment, WHART will return the guarantee to the contractor without any interests or benefits within 30 days from the ending date of the 3-years period or from the date that the contractor can provide renters to enter into lease contract. Rental of Warehouse A3/2 of Project WHA-KPN Bangna-Trad km.23 1. For Warehouse A3/2 of Project WHA-KPN Bangna-Trad km.23 which Yusen Logistics Company Limited (Thailand) (“current renter”) is currently renting and will reach the end of lease term in July 2019 (“current lease contract”), in the case that the current renter does not extend lease term when the current rental contract is over or is in process of contract negotiation to extend lease term while rental fees have not been paid, the contractor agrees to pay rental fees for the period after the end of current lease contract at THB 140 / sq. / month until having another renter instead or case that the current renter pays the rental fees (case by case) within 31 December 2019. This includes payment of water, electricity, property and land tax, and/or other expenses related to the leased building as if the contractor is the renter.

In this regard, for the period after the lease term is over until 31 December 2019, if the current renter extends the lease contract or WHA, as property manager, can provide renters for

53 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

unoccupied area with ending lease date under new lease contract after 31 December 2019 and rental fees not lower than THB 140 / sq. / month, the contractor is no longer obligated to pay rental fees for Warehouse A3/2 to WHART. However, if the current renter or renters that WHA provide enter into lease contract with ending lease date before 31 December 2019, the contractor is still obligated to pay rental fees until the period is over or in the case that the renters that WHA provide enter into ;ease contract with rental fees lower than THB 140 / sq. / month then the contractor is still obligated to continue paying the rest of rental fees to WHART until 31 December 2019.

In this regard, if current leases extends the agreements, WHA, as property manager, can provide renters for the area and the renters postpone or are unable to pay rental fees according to lease contract, the contractor is not obligated to pay rental fees for renters. However, in the case that there is termination of contract before lease term is over due to a mutual agreement between the renters and WHART which the termination is in accordance to proposal of building lessees and WHART agrees with the contractor’s proposal to terminate the lease contract, the contractor is still obligated to continue paying rental fees for the leased area to the Trust until 31 December 2019.

2. The contractor agrees that, at lease agreement meeting due date as Article 1. above, the contractor will provide guarantee for rental and service as insurance for Building A3/2 that still does not has renters or in the negotiation process. WHA, as property manager, can provide renters to enter into lease contract for the area with rental fees not lower than 140.00 baht / sq. m. / month with the rest of lease term which is after maturity of current lease agreements until 31 December 2019, WHART will return the guarantee to the contractor without any interests or benefits within 30 days from 31 December 2019 or from the date that WHA can provide renters to enter into lease contract.

For the rooftop leaseable area of WHA Rama 2 Km. 35 and WHA-KPN Bangna-Trad Km. 23 1. The contractor agrees that, in 25-years period from date of Trust’s investment (“guaranteed rooftop payment period”), if rooftop area in WHA Rama 2 Km. 35 and WHA KPN Bangna – Trad Km.23 is still no lessee at the date of WHART’s investment, the contractor agrees to pay rental fee for unoccupied rooftop area at THB 3.00 / sq. / month for guaranteed rooftop payment period. This rental fees will be increased by 10% (ten percent) in every 5 (five) years. 2. During guaranteed rooftop payment period, Trust grants the rights to contractors and/or related parties with WHA to lease rooftop prior others with lease term not lower than 25 years from date of Trust’s investment and rental rates not less than rental rates for which contractor agrees to pay at that time and more than other lessees offering to Trust (If any) up to the higher amount (“Leasehold of rooftop). 3. When contractors and/or related parties with WHA utilize the rooftop leasing right by timing and rental rate conditions above, duties of payment of contractors under undertaking agreements will end and contractors and/or related parties with WHA have right to transfer said leasehold right and relevant duties to WHA’s related parties. 4. In guaranteed rooftop payment period on rooftop rental fees, if WHA, as property manager, can provide renters for the mentioned rooftop area with lease term not lower than the rest of guaranteed rooftop period on basis that rooftop rental fees under lease condition and rental fees not lower than mentioned rates, the contractor no longer has to pay rental fees for the area without renters to WHART. Nevertheless, if the renters that WHA provides enter in lease contract have the rental rate lower than specified rates, the contractor is still obligated to pay the rest of rental fees to WHART until the end of the specified lease term. 5. In this regard, if WHA, as property manager, can provide renters for the area and the renters postpone or are unable to pay rental fees according to lease contract, the contractor is not obligated to pay rental fees for renters. 6. However, if WHA, property manager, offers to terminate lease agreement before agreement maturity of guaranteed rooftop payment period (with any clause except defaults or unable to make lease payment) and WHART agrees to terminate lease agreement followed to WHA’s offering in these cases, the contractors have the duties to pay mentioned rental fees to WHART till the ends of guaranteed rooftop payment period.

54 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

(2.3) Summary of The draft Agreement to appoint Property Manager for the assets that WHART will invest additionally Contract : ▪ WHA Real Estate Management Company Limited (“WHAREM” or “REIT Manager”) parties ▪ WHA Corporation Public Company Limited (“WHA” or “Property Manager”) ▪ Kasikorn Asset Management Company Limited as the Trustee of WHART(“Buyer” or “WHART” or “Trust”) Terms of : Property Manager agrees to manage the area and building for WHART and service the tenants the for the period of 30 years since WHART enters into these expectedly invested assets. During manageme service period, the REIT Manager will review the operating performance of the Property Manager nt at the defined periods. (“The Initial Service Period”). Extension : In the event that WHART exercises the rights to extend the lease agreement in WHA Rama 2 Km. of service 35 between Property Manager and WHART, the contracting parties agree to extend this period agreement equivalent to the extended lease period. Throughout the extended service period, the REIT Manager shall consider the operating performances of the property manager according to the defined period. Property : ▪ The fee is not more than 3% per year of the Net Asset Value (NAV) of WHART as settled in the manageme Trust Deed (excluding VAT) and nt fee ▪ Property Manager shall call for monitoring fees in building renovation and property development tasks with no more than 2% of construction value in case that WHAREM has Property Manager monitor building renovation and property development tasks ,not intented from Property Manager and/or related parties to Property Manager. Manageme : Property Manager agrees to manage the assets by offering lease to the potential tenants and nt coordinating between REIT Manager and the tenants as well as taking the responsibilities for Land and Property tax, Local Maintenance Tax for the assets in control, examining for the insurance company and paying the insurance premium (at Property Manager’s expenses.)

For the All Risk Insurance, Property Manager will have the sufficient insurance facility to cover the Full Replacement Cost of the asset in the event that such assets are damaged. Inaddition, Property Manager shall arrange the Public Liability Insurance for WHART and the WHART’s Lenders (if any) to be the beneficiary and joint insuree. The transaction is in accordance with the loan agreement and related collateral agreement (except the Public Liability Insurance) within the insurance facility designated by WHART.

Nevertheless, if the insurance for the assets in any year is significantly higher premium, the Property Manager may propose REIT Manager and Trustee to consider such premium for approval. Once granted, such premium can be included in the WHART’s expenses. Expenses : WHART shall be responsible for the management and the maintenance expenses of every kind for of assets except the expenses for which WHA will be responsible as follows: Property o cleaning expense Maintenanc o gardening and land scaping expenses e o security expense within the projects o maintenance expenses for equipment and tools within the buildings (only unoccupied buildings) and outside the buildings o Professional fees for project engineers o property and land taxes, local maintenance taxes, sign taxes, as well as other taxes or other fees that may be collected from the government related to the use of assets in which WHART will additionally investIn the part that is not stated in the contract,it shall be responsible by the tenants o maintenance expenses for common utilities Evaluation : 1. Throughout the period of the Agreement to appoint Property Manager and its extended of period (if any), the REIT Manager shall assess the operating performance of Property Manager performanc every 3 years from the date in which WHART additionally invests. e of the 2. The REIT Manager may terminate the Agreement by notifying the Property Manager in written Property beforewhich is not less than 30 days if: Manager a) Average operating revenue during the evaluation period is lower than (1) 60 % of the operating revenue in the first year since the date in which WHART additionally invests or (2) 60% of the average expected operating revenue according to the annual operating plan approved by WHART in each year for evaluation period as defined on Article 1., whichever number (1) or (2) is higher and b) The average revenue from the projects during the evaluation period plus 1 year after the end of the specified period (the period to remedy Clause (a) above) is still lower than (1) 60 % of the operating revenue in the first year since the date in which WHART additionally invests or (2) 60% of the average operating revenue according to the annual

55 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

operating plan approved by WHART in each year for evaluation period as defined on Article 1., whichever number (1) or (2) is higher. Conflicts of : The Property Manager shall immediately inform the Trustee and REIT Manager in written consent Interest when any conflict of interests is observed as the Property Manager carries out duties under the terms and conditions set out in this Agreement. If trustee has considered that this case would incur the conflict of interests and deteriorate to WHART, trustee, and/or REIT Manager, trustee will notify property manager in written consent immediately which contracting parties agree to jointly discuss in a honest and fair manner to consider the event in case-by-case basis. Terminatio : Any contrating party may terminate the Agreement if any of the following incidents occur. n of the Related contracting party informs in written to another party at least 30 days in advance: Agreement 1. Trustee has the right to terminate the Agreement in the event that Property Manager fails to perform duties as set out in the Undertaking Agreement which will be signed then for the assets in this capital increase or the event that the Property Manager performs or fails to perform any action that cause the breach of contract. Such action is considered to lower the credibility in performing contractual duties. 2. REIT Manager may terminate the Agreement in the occurrence of any following incident: a) Property Manager is subject to the Court’s receivership order, facing bankruptcy, in the process of the Company’s dissolution, or liquidation. b) A petition is filed to the Court or relevant government authorities requesting the Property Manager to perform business rehabilitation which affects the ability to repay debt or comply with the Agreement. c) Property Manager makes changes to the unit holding structure except the case of public offering and/or the offering to management that is considered significant such that it negatively affects the performance of Property Manager as set out in this Agreement. d) Property Manager fails to perform duties as set out in this Agreement with respect to the finance of WHART intentionally or in dishonestly. e) Performance of Property Manager fails to meet the requirements or Property Manager lacks the qualifications. f) Property Manager takes or fails to take certain actions that result in the breach of the Agreement. 3. Property Manager may terminate the Agreement in the occurrence of any following incident: a) REIT Manager is subject to the Court’s receivership order, facing bankruptcy, in the process of the Company’s dissolution, or liquidation. b) A petition is filed to the Court or relevant government authorities requesting the REIT Manager to perform business rehabilitation. c) REIT Manager fails to manage the Trust according what is stated in the Trust Deed, Registration Statement or the Prospectus which caused serious damages to WHART or WHART’s properties and may cause losses to the Property Manager. 4. The contract parties have the right to terminate the Agreement in the occurrence of any following incident: a) There is dissolution of the Trust. b) WHART’s properties have been completely destroyed or materially damaged and WHART no longer wishes to seek for benefits from those properties. c) There are changes in relevant laws that cause either one party to unable to perform key duties as set out in this Agreement. d) One of the contracting parties violates or do not perform their duties as set out in the Agreement which causes material and negative impacts on WHART or the properties of WHART . Failing to remedy the breach of the Agreement within 90 days after receiving the written notice from the non-defaulting party. This Clause shall not be applied to the termination Clause 1 d) stated above. e) The REIT Manager sells all properties of WHART to the sole lessee in one time. In the event that WHAREM is no longer the REIT Manager for whatever the reasons may be, WHA still has the rights and the duties as the Property Manager under the Agreement and Trustee has the right to appoint the other third party to be the REIT Manager. Trustee will hold all the rights and duties of the REIT Manager until the appointment of such position is made.

(3) Summary of key conditions of term sheet for loans from Kasikornbank Public Company Limited Contract : ▪ Kasikornbank Public Company Limited (“Lender”) parties ▪ Kasikorn Asset Management Company Limited as the Trustee of WHA Premium Growth Freehold and Leasehold Real Estate Investment Trust (“WHART”, “the Borrower”, or “Trust”) Loan : As a source of fund for acquiring the expectedly invested assets and as working capital for objective WHART’s operation

56 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

Loan : Facility 1 : Loan credit not exceeding THB 1,750 million for the investment in additional assets facilities Facility 2 : Loan credit not exceeding THB 1,750 million for refinancing the loan as Facility 1 Facility 3 : Promissory notes not exceeding THB 30 million for supporting repayment of the rental and service deposits of the expectedly invested assets Interest rate : Total interest rate per year not exceeding MLR* – 1.50% Remark * Total interest rate per year is not excess of Minimum Loan Rate (MLR) which is the average interest rates of the loan offered to credible and enormous clients from 4 commercial banks consisted of (1) Bangkok Bank Public Company Limited (2) Kasikornbank Public Company Limited (3) Krung Thai Bank Public Company Limited and (4) Siam Commercial Bank Public Company Limited. Front-end : according to the mutually agreed rate fee Maturity : Facility 1 : not exceeding 1 year after the initial drawdown date in Facility 1 and the initial drawdown date must not exceed 1 month after the signing date of the loan contract. Facility 2 : not exceeding 1 year after the initial drawdown date in Facility 2 and able to draw loan down after the maturity date of Facility 1. Facility 3 : not exceeding 180 days from the issuance date of each promissory note and the drawdown duration must not exceed 1 year after the signing date of the loan contract in which such period will be reviewed by the Lender every year. In any event, the maturity of short-term loan shall not exceed the maturity date of Facility 2. Repayment : Facility 1 and 2 : Bullet payment at maturity date condition Facility 3 : Repayment shall be made equal to the amount of rental and service deposits paid by the new tenants. The rest of outstanding loan amount shall be repaid at maturity date specified on the promissory note. Interest : Monthly payment Prepayment : No prepayment fee for prepayment on interest payment date condition Key financial : o The Borrower shall maintain the ratio of funded interest bearing debt to total assets of the covenants Trust not to exceed 35%. o The Borrower shall maintain the ratio of funded interest bearing debt to EBITDA not to exceed 5.5 times. Other : The Borrower undertakes that it shall not, prior to receive the consents in written from the conditions of Lender; the lender o Create any additional interest bearing debt or debt from other financial institutions that might deteriorate the ability to repay Lender’s loan as well as the benefits to investors significantly; o Create any encumbrance over the expectedly invested assets except other proposed assets or the regular transactions of the Trust; o If The Borrower shall enter into the lease and/or service agreement which term is longer than 3 years, the Borrower has to receive written consents from the Lenderexcept the case that the lease and/or service agreements which are longer than 3 years but not over 10 years and have the average rental and service fees per month of mentioned agreements are higher than the former agreements with no advance payment. The regular rental and service deposits from clients are not subject to advance payment. o Borrower has to keep its creditability of TRIS rating not to lower than A/Stable. Other : WHA of the companies under WHA Group must be on the duties as the property manager for the assets conditions invested on this time by WHART.

1.1.3 Valued of the acquired assets, basis used to determine the value of consideration, and sources of funds to finance the transaction

The assets of WHA Group in total of 4 items that WHART intends to acquire at this time has a total investment value of not exceeding THB 4,464.50 million (consisting of rental fees, purchase price of land and construction, purchase price of tool and equipment, system works in building and other related assets) including the right to renew the lease agreement of WHA Rama 2 Km. 35 for the period of 30 years, where the rent during the renewed period shall be at the additional amount of THB 50.00 Million (payable on the renewal and exclusive of value added tax, registration fees, specific business tax, including other relevant fees and expenses). The REIT manager has considered the value of these additional assets to be acquired based on the returns from rental and the appraisal prices obtained from the asset appraisal reports prepared by the 2 independent asset appraisers approved by the SEC, namely, Grand Asset Advisory Co., Ltd. (“GRAND”) and Southeast Asia

57 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

International Co., Ltd (“SEAI”), who prepared the asset appraisal prices as of the expected investment date of the Trust (on January 1, 2019) using Income Method by performing Discounted Cash Flow Approach. In this regards, the investment value in the assets of WHA Group is not higher than 10.00% from the lowest appraised price prepared by the independent asset appraiser.

Comparison between the investment value of WHART in the assets of WHA Group with the appraisal prices of the assets of WHA by the independent asset appraisers The appraised price as of the investment date of WHART The lowest The investment Assets of WHA Group (Jan 1, 2019) appraised price value of WHART (THB mm) (THB mm) (THB mm) GRAND SEAI 1 Central-WHA Wangnoi 63 2,198.00 2,234.00 2,198.00 Not Exceeding 2 WHA-KPN Bangna-Trad Km. 23 863.00 835.60 835.60 4,464.50 3 WHA Rama 2 Km. 35 735.00 656.30 656.30 (higher than the 4 DSG HSIL Saraburi 462.00 450.00 450.00 lowest appraised รวม 4,258.00 4,175.90 4,139.90 price by 7.84)

In this regards, WHART will pay the full amount of consideration for the assets to WHA Group on the registration date of the ownership and the leasehold rights transfer by WHA Group to WHART. WHART will invest in the assets of WHA Group after obtaining approval from the unit holders’ meeting of WHART and the related matters such as WHART received the approval of the third capital increase from SEC and the asset owners prepare their assets being ready to be acquired.

The details of source of capital used for the investment in Additional Investment Assets by WHART are as following:

1) Proceeds received from the capital increase of WHART through the issuance and offer for sale of additional trust units (the third capital increase) of up to approximately not exceeding 299,180,000 additional trust units.

2) The amount of a loan of up to approximately not exceeding Baht 1,780,000,000 which may borrow from securities companies, commercial banks, financial institutions and/or insurance companies that are related to the Trustee

3) Security deposit for rent and service fees from the Additional Investment Assets of approximately Baht 45,000,000.

For the appointment of WHA as the property manager for the additional assets that WHART will invest. WHA will collect the property manager fees (excluding VAT) from WHART at not exceeding 3.00% per year of the net asset value (NAV) of the Trust as specified in the Trust Deed. In the case that the REIT manager appoints the property manager to supervise the construction of any additional new real estate projects and the improvement of other assets that are not acquired from the property manager and/or the connected person

58 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only) of the property manager, the property manager is able to collect the supervising fees for building improvement and real estate project development at not exceeding 2.00% of the construction value. The property manager fees calculated based on the forecasted expenses incurred by the property manager in managing the assets together with the fixed profit margin set for each year. However, the amount shall not exceed 3% per year of the net asset value (NAV) of the Trust. In this regards, The criteria for determining the property management fees for the additional assets to be acquired is the same basis as the criteria for determining the property management fees for the initial investment in assets and the additional investment no. 1, no. 2 and no. 3 of WHART. The basis of fee calculation comprises the actual expenses incurred plus the fixed profit margin for each year. However, the fee shall not exceed 3% per year of the net asset value (NAV) of the Trust. In this regards, the REIT manager will use the operating cash flows for the payment of such fee to WHA according to the conditions as specified in the Property Manager Appointment Agreement to be entered into after WHART investing in the assets of WHA Group.

1.1.4 Information of the Additional Investment Assets

The details of the Additional Investment Assets are as following:

A. Central-WHA Wangnoi 63 Location : 345, Moo 5, Phahonyothin road (Thailand Route 1), Bo Ta Lo Subdistrict, Wang Noi District, Ayutthaya Asset : ▪ The freehold rights to 3 land title deeds (no. 30434, 45496 and 45497) with a Description total stated area of 96 – 1 - 44.00 rais ▪ The freehold right to 1 warehouse building with office located in Central WHA Wangnoi 63 (Comprised of Phase 1 and Phase 2), a total leasable area of approximately 86,223.61 square meters. The details of current tenants are as follow: Leasable Building Current Tenants Area Lease Term (sq.m.) Phase 1 57,690.61 5 January 2028 Phase 2 CRC Thai Watsadu Co., Ltd. 28,533.00 14 October 2026 Total 86,223.61 Front Access CRC Thai Watsadu Co., Ltd. 11.885 rais 5 January 2028 Road

▪ The freehold rights to building constructions, other assets which are parts of land, buildings, equipment, tools, building systems, and other related assets necessary for the beneficial uses of the land, warehouse buildings and offices of Central WHA Wangnoi 63 Conditions : ▪ The warehouses include Phase 1 and Phase 2 which consist of storage space, office, of the Asset and loading docks, together with building systems and utilities for the area. The ages of the building Phase 1 and Phase 2 are approximately 4 years and 2 years respectively ▪ The roads in front of the asset are Phahonyothin road (Thailand Route 1) with 10- lanes carriageway, 32.00 meters width, 80.00 meteres corridor width and the right of way belonging to the public and Liapkhlong Chonlaphrathan road with 2- lanes carriageway, 20.00 meters width including Khlong Chonlaphrathan district, and the right of way belonging to the public. ▪ At present, the occupancy rate of warehouses and offices is 100.00%. Relevant : Located in the “Green” zone which is designed to be used as “Rural and agriculture Laws and type”. Currently, this area in which assets locate has development plan by the Regulations government i.e. Intercity Motorway Number 6 (Bang Pa-in – Nakorn Ratchasima) which has signed off construction agreement completely and in construction process which progresses about 24% with expected completion in 2020. Ownership : The ownership of land and buildings belongs to Central WHA Alliance.

59 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

Encum- : ▪ Under lease agreements with the current tenants as shown in “Asset Description” brances above ▪ The land title deeds (no. 30434, 45496 and 45497) are mortgaged as loan collaterals to Krung Thai Bank Public Company Limited * Remark * Mentioned encumbrances will be redeemed before WHART’s investment according to one of these investment conditions

Picture 1: Warehouse building with office of Central-WHA Wangnoi 63

B. WHA-KPN Bangna-Trad Km. 23 Location : 333, 333/1, 333/2, 333/3, 333/4, 333/5, 333/6, 333/7 and 333/8, Moo 3, Soi Sao Thong Klang - Chorakhe Yai, Debaratana Road (Thailand Route 34), Bang Sao Thong Subdistrict, Bang Plee Thong District, Samut Prakan Asset : ▪ The subleasehold right to 1 land title deed (no. 21946) and parial subleasehold Description rights to 3 land title deeds (no. 5731, 21943 and 21944) with a total stated area of approximately 43 – 3 - 0.00 rais with the subleasehold term ended on 2 January 2044 or about 25 years from WHART’s expected investment date (within 1 January 2019) ▪ The leasehold rights to 2 warehouse buildings with offices located in WHA KPN Mega Logistics Center (Bangna-Trad Km. 23) (Comprised of Building A (3 units) and Building B), a total leasable area of approximately 39,607.00 square meters and total leasable rooftop area of approximately 26,112.00 square meters with the leasehold term ended on 2 January 2044 or about 25 years from WHART’s expected investment date (within 1 January 2019). The details of current tenants are as follow: Leasable Building Current Tenants Area Lease Term (sq.m.) A1/1, A1/2, A1/3 XPO Logistics Worldwide 8,417.00 31 March 2024 (Part A) (Thailand) Co., Ltd.

60 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

A1/1, A1/2, A1/3 7,441.00 31 March 2024 (Part B) A2/2, A3/1 Vancancy 8,941.00 - A3/2 Yusen Logitics (Thailand) Co., 4,905.00 15 July 2019 1 Ltd. B Chanintr Living Co., Ltd. 9,903.00 30 June 2022 Total 39,607.00 7,362 Rack Chanintr Living Co., Ltd. 30 June 2022 units Rooftop Vacancy 26,112.00 - 2

Remark - WHA and WHA KPN Alliance (Owner of the assets) agree to pay the rental fee to WHART for an unoccupied leaseable building area for the period of 3 years from the WHART’s expected investment date or until leased within mentioned duration according to the conditions under the Undertaking Agreement among WHART, WHA and WHA KPN Alliance (Owner of the assets) 1 In case of lease expiration on 15 July 2019 and A 3/2 leasee not to lease or in negotiating process for extension with no rental fee, WHA and WHA KPN Alliance will pay rental fee for duration from lease expired date to having lessee or lessee paying for the rent (as the case may be) but not more than 31 December 2019 according to the conditions under the Undertaking Agreement among WHART, WHA and WHA KPN Alliance (Owner of the assets) 2 WHA and WHA KPN Alliance (Owner of the assets) agree to pay the rental fee to WHART for an unoccupied leaseable rooftop area for the period of 25 years from the WHART’s expected investment date or until leased within mentioned duration according to the conditions under the Undertaking Agreement among WHART, WHA and WHA KPN Alliance (Owner of the assets), except during the said 25 years, WHA is able to procure a tenant to rent the rooftop area for a period of not less than the remaining period of 25 years. Additionally, WHART shall give the first rights to WHA, WHA KPN Alliance and/or the related person of WHA in leasing such rooftop areas before other persons with the lease period and the rental fees shall not be lower than the lease period and the rental fees of WHA and WHA KPN Alliance paying to WHART at that time and equivalent to or not less than the rental fees proposed to WHART by other potential tenants (if any) whichever is higher ▪ The freehold rights to building constructions, other assets which are parts of land, buildings, equipment, tools, building systems, and other related assets necessary for the beneficial uses of the land, warehouse buildings and offices of WHA KPN Mega Logistics Center (Bangna-Trad Km. 23) Conditions : ▪ The warehouses consist of storage space, office, and loading docks, together with of the Asset building systems and utilities for the area. The ages of Building A and Building B are approximately 2 years and 1 year respectively. ▪ The major road is Debaratana Road (Thailand Route 34) with 12-lanes carriageway, 80.00 meters width, and the right of way belonging to the public. The minor road is Soi Sao Thong Klang - Chorakhe Yai with 2-lanes carriageway, 6.00 meters width including pavement, 8.00 meters corridor width, and the right

61 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

of way belonging to the public. The road in front of the asset is private road located inside WHA KPN Mega Logistics Center (Bangna-Trad Km. 23) with 2-lanes carriageway, 8.00 meters width, and the right of way belonging to owner of warehouses, WHA KPN Alliance, who has no problem in in-out way according to owner of subleasehold right to 3 land title deeds (no. 5731, 21943 and 21944) with 30-years lease term at 3 January 2015. WHA KPN Alliance will operate landlords registering charges on properties to grant the benefits in in-out ways to WHART with no cost according to the conditions under the Subleasehold Agreement between WHART and WHA KPN Alliance ▪ At present, the occupancy rate of warehouses and offices is 77.43% and rooftop is still vacant Relevant : Located in the “Purple” zone which is designed to be used as “Industrial and Laws and warehouse type”. Currently, this area in which assets locate has development plan Regulations by the government i.e. Chao Phraya River – Tha Chin Bridge construction project linking Rama 2 Road to Theprarak Road, Samut Prakan and road construction project (Ruamphatthana Road – Thailand Route 34) which is currently in construction process and land freehold allocation and expected completion in 2019. Ownership : ▪ The ownership of land belongs to Top View Business Co., Ltd. ▪ The ownership of buildings belongs to WHA KPN Alliance. Encum- : ▪ Under lease agreements with the current tenants as shown in “Asset Description” brances above ▪ Under leasehold agreement on land totaled 3 land title deeds (no. 5731, 21943 and 21946), it specifys 30-years lease term between Top View Business Co., Ltd. (Owner of land) and K.P.N Land Co., Ltd. (Leasee). The rest of mentioned lease term on WHART’s expected investment date (within 1 January 2019) is about 25 years. ▪ Under subleasehold agreement on land totaled 3 land title deeds (no. 5731, 21943 and 21946), it specifys 30-years lease term between K.P.N Land Co., Ltd. (Subleasor) and WHA KPN Alliance (Subleasee). The rest of mentioned lease term on WHART’s expected investment date (within 1 January 2019) is about 25 years. ▪ Under partial leasehold agreement on land totaled 1 land title deed (no. 21944), it specifys 30-years lease term between Top View Business Co., Ltd. (Leasor) and K.P.N Land Co., Ltd. (Leasee). The rest of mentioned lease term on WHART’s expected investment date (within 1 January 2019) is about 25 years. ▪ Under parial subleasehold agreement on land totaled 1 land title deed (no. 21944), it specifys 30-years lease term between K.P.N Land Co., Ltd. (Subleasor) and WHA KPN Alliance (Subleasee). The rest of mentioned lease term on WHART’s expected investment date is about 25 years.

Picture 2: Warehouse building with office of WHA-KPN Bangna-Trad Km. 23

62 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

C. WHA Rama 2 Km. 35 Location : 8/5, 8/6, 8/7, Moo 3, Rama 2 Road (Thailand Route 35) Bang Krachao Subdistrict, Muang Samut Sakhon District, Samit Sakhon Asset : ▪ The parial leasehold right to 1 land title deed (no. 134435) with a total stated Description area of approximately 17 – 1 - 50.00 rais with the 30-years leasehold term from WHART’s expected investment date (within 1 January 2019). WHA undertakes to give the right to extend the lease period to WHART for another 30 years. ▪ The leasehold right to 1 warehouse building with office located in WHA Mega Logistics Center (Rama 2 Km. 35), a total leasable building area of approximately 14,084.00 square meters, total leasable parking lot area of approximately 4,858.00 square meters and total leasable rooftop area of approximately 9,100.00 square meters with the 30-years leasehold term from WHART’s expected investment date (within 1 January 2019). WHA undertakes to give the right to extend the lease period to WHART for another 30 years. The details of current tenants are as follow: Leasable Building Current Tenants Area Lease Term (sq.m.) 30 September A 14,084.00 Central Food Retail Co.,Ltd. 2025 Total 14,084.00 30 September Parking lot 4,858.00 2025 Central Food Retail Co.,Ltd. 2,484 30 September Rack units 2025 Rooftop Vacancy 9,100.00 - 1 Remark - Even though, total leasable area of warehouse and office is fully occupied, on WHART’s expected investment date, there is still vacancy on the leasable area of warehouse, factory building and office. In this case, WHA agrees to pay the rental fee to WHART for an unoccupied leaseable warehouse and office area for the period of 3 years from the WHART’s expected investment date or until leased within mentioned duration according to the conditions under the Undertaking Agreement between WHART and WHA. 1 WHA and WHA KPN Alliance (Owner of the assets) agree to pay the rental fee to WHART for an unoccupied leaseable rooftop area for the period of 25 years from the WHART’s expected investment date or until leased within mentioned duration according to the conditions under the Undertaking Agreement among WHART, WHA and WHA KPN Alliance (Owner of the assets), except during the said 25 years, WHA is able to procure a tenant to rent the rooftop area for a period of not less than the remaining period of 25 years. Additionally, WHART shall give the first rights to WHA, WHA KPN Alliance and/or the related person of WHA in leasing such rooftop areas before other persons with the lease period and the rental fees shall not be lower than the lease period and the rental fees of WHA and WHA KPN Alliance paying to WHART at that time and equivalent to or not less than the rental fees proposed to WHART by other potential tenants (if any) ▪ The freehold rights to building constructions, other assets which are parts of land, buildings, equipment, tools, building systems, and other related assets necessary

63 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

for the beneficial uses of the land, warehouse buildings and offices of WHA Mega Logistics Center (Rama 2 Km. 35) Conditions : ▪ The warehouses consist of cold storage, office, and loading docks, together with of the Asset building systems and utilities for the area. The ages of the building are 3 years. ▪ The major road is Thonburi – Pak Tho Road (Thailand Route 35) with 8-lanes carriageway, 40.00 meters width, 70.00 meters corridor width and the right of way belonging to the public. The road in front of the asset is private road located inside WHA Mega Logistics Center (Rama 2 Km. 35) with 7.00 meters width, 20.00 meters corridor width and the right of way belonging to WHA who has no problem in in-out way because of the similar owner of settled assets. WHA will operate to grant the benefits, charge in properties, in public in-out ways to WHART with no cost according to the conditions under the leasehold Agreement between WHART and WHA ▪ At present, the occupancy rate of warehouses and offices is 100.00% and rooftop is still vacant Relevant : Located in the “Pink” zone which is designed to be used as “Community type”. Laws and Currently, this area in which assets locate has development plan by the government Regulations i.e. Chao Phraya River – Tha Chin Bridge construction project linking Rama 2 Road to Theprarak Road, Samut Prakan Ownership : The ownership of land and building belongs to WHA Encum- : Under lease agreements with the current tenants as shown in “Asset Description” brances above Remark * WHA Mega Logistics Center (Rama 2 Km. 35) was asked for construction permission in 2014 with said permission documents specified that assets were located on “Purple” area which is designed to be used as “Industrial and warehouse type”

Picture 3: Warehouse and factory building with office of WHA Rama 2 Km. 35

64 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

D. DSG HSIL Saraburi Location : 39, Soi S6, Moo 1, Hemaraj Saraburi Industrial Land, Nhong Pla Kradi-Ban Lat Road, Bua Loi Subdistrict, Nongkhae District, Saraburi Asset : ▪ The freehold right to 1 land title deed (no. 36360) with a total stated area Description specified in title deed of 15 – 0 - 0.00 rais ▪ The freehold right to 1 warehouse building with factory and office located in DSG HSIL Saraburi, a total leasable building area of approximately 16,620.00 square meters and total leasable parking lot area of approximately 8,964.00 square meters. The details of current tenants are as follow: Leasable Building Current Tenants Area Lease Term (sq.m.) Phase 1 DSG international (Thailand) 16,620.00 28 December 2027 Co., Ltd. Total 16,620.00 Parking lot DSG international (Thailand) 8,964.00 28 December 2027 Co., Ltd. Remark - Even though, total leasable area of warehouse, factory and office is fully occupied, on WHART’s expected investment date, there is still vacancy on the leasable area of warehouse, factory building and office. In this case, WHA agrees to pay the rental fee to WHART for an unoccupied leaseable warehouse, factory building and office area for the period of 3 years from the WHART’s investment date or until leased within mentioned duration according to the conditions under the Undertaking Agreement between WHART and WHAVH (Owner of the assets). ▪ The freehold rights to building constructions, other assets which are parts of land, buildings, equipment, tools, building systems, and other related assets necessary for the beneficial uses of the land, warehouse buildings and offices of DSG HSIL Saraburi Conditions : ▪ The warehouses consist of storage space, office, factory hall, controller room and of the Asset restroom together with building systems and utilities for the area. The ages of the building are approximately 13 years. ▪ The road in front of the asset (The North) is Soi S6 with 4-lanes carriageway, 12.00 meters width, 40.00 meters corridor width and the right of way belonging to this project under allocation. Plus, the road in front of the asset (The West) is the major road of Hemaraj Saraburi Industrial Land with 4-lanes carriageway, 16.00 meters width, 44.00 meters corridor width and the right of way belonging to this project under allocation ▪ At present, the occupancy rate of warehouses and offices is 100.00% Relevant : Located in the “Purple” zone which is designed to be used as “Industrial and Laws and warehouse type”. Currently, this area in which assets locate has development plan Regulations by the government i.e. Intercity Motorway Number 6 (Bang Pa-in – Nakorn Ratchasima) which has signed off construction agreement completely and in construction process with expected completion in 2020 Ownership : The ownership of land and building belongs to WHAVH Encum- : Under lease agreements with the current tenants as shown in “Asset Description” brances above

65 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

Picture 4: Warehouse and factory building with office of DSG HSIL Saraburi

1.2 Reasonableness of the transaction

1.2.1 Objective and benefit of the transaction

The investment in the assets of WHA Group aligns with the investment policy of WHART which focuses on the investment in asset types of warehouses, distribution centers, and factories, which are ready to generate revenues and have potential to generate revenues and returns to the trust unit holders continuously in the long run. The assets of WHA Group are located in the central provinces for industrial and logistics facilities of Thailand. As a result, the assets of WHA Group are in demand of the market. At present, the average occupancy rate and weighted average lease expiry of WHA Group’s assets is high. Additionally, WHA agrees to pay the rental fees to WHART for the unoccupied lease area for a period of 3 years for warehouses and offices (excluding Central-WHA Wangnoi 63 project which currently its leaseable area is fully occupied) and for a period of 25 years for rooftop of WHA-KPN Bangna-Trad Km. 23 and WHA Rama 2 Km. 35 starting from the investment date of WHART. Therefore, WHART will immediately generate higher amount of rental and service income after the investment in the assets of WHA Group under this transaction. Moreover, the investment in the assets of WHA Group will help enhancing the attractiveness of WHART to general investors given its greater values of asset base, market capitalization, and also revenues generated from the overall assets. Besides, the projected yield to the trust unit holders during the first year after the additional investment in the assets of WHA Group is comparable to the yield in the scenario where WHART does not invest in any additional assets.

The appointment of WHA, a connected person of REIT manager, as a property manager of WHA Group’s assets to be acquired by WHART, will enable WHART and WHAREM to manage these assets effectively and continuously after the acquisition. Therefore, WHART will have an opportunity to benefit from the transaction as expected. This is because WHA has experiences and expertise in real estate development business and related services for warehouses and factories. WHA is also the property manager of its own assets (including the assets of WHA Group that WHART intends to invest in under this transaction). Meanwhile, the fees and the key conditions under the Property Manager Appointment Agreement for these assets of WHA Group to be acquired under this transaction are as same as the conditions under the Property Manager Appointment

66 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

Agreement of WHA for the assets that WHART acquired during the initial investment, the additional investment no. 1, no.3 and no.3.

In case there is the offering for sale parts of trust units to WHA and/or WHA’s associated persons. The number of trust units to be allocated to WHA and/or WHA’s associated persons, when combined with the existing unit holders, shall not exceed 15 percent of all trust units to be issued and offered for sale at this capital increase. The transaction will be considered as related party transaction between WHART and the party related to WHAREM in its capacity as the REIT Manager. In this regards, the offering for sale parts of trust units to WHA and/or WHA’s associated persons will allow WHA to fulfill the condition that WHA will not holds the trust units less than 15% of the total of trust units which will issue and offer in this capital increase and it may help increase the opportunity for the issuing and offering in this time to become successful.

In addition, the borrowings from the financial institution, who is a connected person of the trustee, will enable WHART to obtain an adequate source of funds for the investment in the assets of WHA Group. The conditions of the loans provided by the financial institution, who is the connected person of the trustee, pertain the key conditions that are not inferior to the loan conditions for the additional investment in assets no. 3 of WHART as well as the loan conditions of other trusts (based on the publicly disclosed information).

1.2.2 Advantages and disadvantages of entering into the transaction (the additional investment in the assets of WHA Group)

Advantages of entering into the transaction 1. Acquire the assets with potential to generate income The assets of WHA Group that WHART intends to acquire are the assets with potential to generate income to WHART immediately after investment. This is because the average occupancy rate of the 4 projects as of the expected investment date is 94.29% (excluding the rooftop area). Moreover, WHA agrees to pay the rental fees to WHART for the unoccupied lease area for a period of 3 years for warehouses and offices (excluding Central-WHA Wangnoi 63 project which currently its leaseable area is fully occupied) and for a period of 25 years for rooftop of WHA-KPN Bangna-Trad Km. 23 and WHA Rama 2 Km. 35 starting from the investment date of WHART. In this regard, during such payment of rent period by WHA and/or the asset owner, WHART shall give first right to WHA or the asset owner and/or persons related to WHA to lease the leasable rooftop area before any third party for a period of no less than 25 years from the date that WHART will additionally invest in the asset, and such rental rate shall not be less than the rental rate that WHA currently pays to WHART. Also, in case a tenant of the warehouse building No. A3/2 in WHA KPN Mega Logistics Center (Bangna-Trad Km. 23) does renew the lease agreement once it expires on 15 July 2019 or it is under the negotiation period to renew such lease agreement but the tenant does not pay rent, WHA and WHA KPN Alliance will pay rent to WHART for the period after such expiration date of lease agreement until there is a tenant or until the tenant pay rent (as the case may be) but shall not exceed 31 December 2019. The terms are in accordance with the Undertaking Agreement (details are presented in Section 1 Item 1.1.2 of this report). Furthermore, The assets of WHA Group that WHART will invest are ready to generate revenues and have potential to generate revenues and returns to WHART holders continuously as there is weighted average lease expiry of 7.51 years since the expected investment date (excluding the undertaking by WHA and/or the asset owner in case there is no tenant at the expected investment and renewal period) and positive factors such as; o The assets of WHA which located in Samutprakarn, Samut Sakorn, Ayutthaya, and Saraburi province (in Hemaraj Saraburi Industrial Estate) are warehouse buildings located in the areas and provinces where there are numerous industrial factories and not too far away from Bangkok, Don Muang airport, Suvarnabhumi airport, and Laem Chabung Deep Sea Port, which are the central locations to the country’s economic development as well as the center for logistics and product distribution of Thailand. According to the warehouse rental market research prepared by Knight Frank Chartered (Thailand) Co., Ltd. in February 2018, It is stated that the market for warehouse rental within property location of WHA Group has tendency to grow positively in particular for the market for warehouse rental located on northern area of Bangkok because locations of Phra

67 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

Nakhon Si Ayutthaya and Saraburi provinces are nearby of Bangkok and are locations with various industrial estates suitable as main distribution centers via Phahon Yothin road. Nevertheless, there is quite low occupany rate at the present because the warehouse rental area was significantly damaged from flooding incident in 2011.

Demand, supply, and occupancy rate of warehouses in 2017 2017 Provinces Supply Demand Occupancy rate (sq.m.) (sq.m.) (%) Samutprakarn 1,528,960 1,411,663 92.3 Chonburi 967,706 677,149 70.0 Chachoengsao 400,254 266,842 66.7 Phra Nakhon Si 427,922 336,024 78.5 Ayutthaya Bangkok 403,248 401,166 99.5 Rayong 211,166 127,971 60.6 Pathum Thani 130,340 129,440 99.3 Saraburi 42,907 23,181 54.0 Samut Sakorn 33,516 32,376 96.6 Khon Kaen 139,902 130,242 93.1 Lamphun 97,860 91,980 94.0 Total 4,383,781 3,628,034 82.8 Source: Knight Frank Chartered (Thailand) Co., Ltd.

o These warehouses are in good conditions with 4 of 5 buildings have the age of approximately between 1.5 – 3.3 years. They are also well-supported by the utility systems and other facilities such as electricity system, water supply system, telephone system, drainage system, fire prevention and extinguish system, air ventilation system as well as transportation facility from and to the asset. Also, there is cooling control system in WHA Rama 2 Km. 35. Moreover, the surrounding areas of the assets are residential areas with numerous facilities such as industrial estate, airport, educational institution, highway, express way, hospital, power plant, market, etc. With the potential of WHA Group’s assets in generating revenue as mentioned above, after WHART invested in the assets of WHA Group, WHART will have a higher amount of rental and service income as well as increase the variety of revenue sources, especially for WHA Rama 2 Km. 3 which located in new area a part from the current assets of WHART, that will decrease the concentration and increase the diversification to WHART. As a result, the trust unit holders will have an opportunity to earn higher return from the investment in the trust units of WHART from its growing performance over the long run (in the event that the occupancy rate and the rental rate of these assets are according to the business plan of WHART).

2. Increase the size of asset base, market capitalization, and revenue earned from assets to enhance attractiveness of WHART to investors In the event that WHART invests in the assets of WHA Group, WHART will have higher amounts of both assets and the rental and service income. The assets will increase from THB 28, 053. 44 mm to approximately THB 32,517.94 mm (Based on the WHART’s financial statements for 3-months ended March 31, 2018) and the rental and service income will increase by approximately THB 314.38 mm per year (based on the projected income and distribution statement for the period of 1 year from January 1, 2019 until December 31, 2019 of WHART as prepared by WHAREM and audited by the approved auditor), comparing to the rental and service income of current assets of WHA which is THB 1,337.90 mm based on the rental and service income of WHART last 4 quarters (quarter 2 fisical year 2016 – quarter 1 fisical year 2017). In this regards, the increasing size of assets and revenues of WHART from investing in the assets of WHA Group could help enhancing the confidence of the investors as well as the attractiveness of WHART. The higher demand of WHART’s trust units could also have a positive effect on trading price and liquidity of WHART’s trust units in the future.

68 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

3. The projected yield to the trust unit holders in the first year after the investment in the assets of WHA Group will be comparable to the yield in the scenario where WHART does not invest in any additional assets Based on the projected income and distribution statement for the period of 1 year from January 1, 2019 (the expected investment date) until December 31, 2019 of WHART as prepared by WHAREM and audited by PricewaterhouseCoopers ABAS Ltd., after investing in the assets of WHA Group the projected distribution and capital reduction will be THB 0.79 per unit, which is comparable to the projected distribution and capital reduction in the scenario where WHART does not invest in any additional assets which will also be THB 0.79 per unit. The details of the projected income and distribution statement are as following:

The summary of the projected income and distribution Properties after (Unit: THB mm) Existing Properties the additional January 1, 2019 – December 31, 2019 investment Revenues 2,035.34 2,350.07 Expenses* 301.48 341.26 Interest expenses 253.61 306.03 Net profit available for benefits distribution 1,480.25 1,702.78 Add back: non-cash adjustment 126.10 128.08 Deduct: Principal repayment of borrowings (2.70) (2.70) Add back: Value added tax receivable 38.14 51.89 Net cash available for benefits distribution and capital 1,641.79 1,880.05 reduction Projected net cash for benefits distribution and capital reduction ** 1,559.70 1,786.05 Number of trust units (million units) 1,963.98 2,249.00*** Projected benefits distribution and capital reduction per 0.79 0.79 unit (Baht) Remark * Expenses consist of land sublease fee, property management fee, administrative fee, trust management fee, unit issuance and offering expense ** The projection of Projected net cash for benefits distribution and capital reduction is not exceeding 95.00% of the net cash available for benefits distribution and capital reduction which is calculated from the net profit available for benefits distribution, improve the excess liquidity by adjustment of the expenses of issuing and offering the Trust units, income from rent and services not received in cash, land rental fees not paid in cash, interest income not yet paid in cash, and profit or loss not yet realized from the change in asset value from the annual asset revaluation (if any) as well as principle repayment and value added tax receivable *** The numbers of unit trust are the reference number only. The final amount that the trust will issue may be less than, greater than or even equal to this reference number. This reference number is calculated from the total consideration of the investment in asset of THB 4,429.00 mm and the price per unit of THB 10.10

The IFA has reviewed the projected income and distribution statement above in the part of additional investment and does not find any significant inappropriate information. Besides the projection is consistent with the projection prepared by the IFA.

4. The investment is align with the investment policy of WHART The investment in the assets of WHA will result in WHART acquiring all warehouse projects that are ready for rent with the average occupancy rate of the 4 projects as of the expected investment date at 94.29% (excluding the rooftop area). Moreover, WHA agrees to pay the rental fees to WHART for the unoccupied lease area for a period of 3 years for warehouses and offices and for a period of 25 years for rooftop of WHA-KPN Bangna-Trad Km. 23 and WHA Rama 2 Km. 35 starting from the investment date of WHART. This aligns with the investment policy of WHART which focuses on the investment in revenue generating assets namely warehouses, distribution centers, and factories or other types of assets that the Trust can invest in.

69 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

5. Efficiency and continuity in managing the assets WHA has more than 10 years of experience and expertise in operating real estate development business and related services of warehouses and factories. Also, WHA is the property manager of its own assets (including the assets of WHA Group that WHART intends to acquire). Therefore, the appointment of WHA as the property manager to manage the assets acquired from WHA Group could enable WHART and WHAREM to manage these assets effectively and continuously in the future. As a result, WHART will have an opportunity to benefit from the transaction as expected. Furthermore, engaging only one property manager to manage all of the assets could result in lower property management fees compared to engaging many property managers. This is due to the realized economy of scale from the procurement of products or services required for the maintenance and/or improvement of the assets to remain at good condition and be ready for use. This could be achieved because these additional assets are located within the same areas (comparison of advantages and disadvantages for entering into the transaction with connected person and other parties concerning the appointment of WHA as the property manager are presented in Item 1.2.3 of this report).

Disadvantages and risks associated with the transaction 1. Increase the burden of debts and interest expenses to financial institutions WHART will have an increasing the burden of debts and interest expenses to financial institutions. In the event that WHART borrows loans from financial institutions at the maximum amount according to the resolution of the Board of Directors’ meeting of the REIT manager at not exceeding THB 1,780 mm which is equivalent to debt to total assets ratio of approximately 39.87% of the maximum investment price. The long term loan facilities, to be used as a part of the capital for the payment of the assets of WHA Group, shall not exceed 2 year which consist of facility 1 not exceeding 1 year and facility 2 not exceeding 1 year for the refinance of facility 1. However, WHART may consider to borrow from financial institution or issue bond to refinance the loan further.

2. Effect on the unitholders who do not exercise the rights to subscribe the newly-issued trust units of capital increase no. 3 As WHART will request for the approval from the Extraordinary General Unitholders’ Meeting No. 2/2018 for the capital increase for the trust by offering the new trust units with the maximum amount of 299,180,000 units and the proceed will then be used as a partial source of finance for the additional investment in the asset, WHAREM will arrange for at least 50% of the newly-issued trust units will be provided to the existing trust unitholders as Rights Offering or to the specific group of general public who are existing trust unitholders as Preferential Offering and then to be offered to WHA and/or WHA’s associated persons which when combined with the offering to the existing trust unitholders will be not exceeding 15 percent of all trust units to be issued and offered for sale. The remaining trust units will be made available for the Private Placement and/or Public Offering as it deems appropriate. However, In the event that there are trust units outstanding after the offering for sale through a Private Placement and/or Public Offering, there is the right as appropriate to allot the remaining trust units to the subscribers who are entitled to subscribe for the additional trust units from the offering to the existing trust unitholders.

In case that all the existing unitholders have exercised their rights to buy the newly-issued trust units for the purpose of the capital increase, the unitholders will be affected by the Control Dilution as at least 50% of the new trust units are allocated to the existing unitholders.

70 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

Control Dilution Effect from capital increase Effect on the unitholders Control Dilution Effect (%) Scenario 1 All the existing unitholders have exercised their rights 6.61 to buy 50% of newly-issued trust units for the purpose of capital increase Scenario 2 All the existing unitholders have not exercised their 13.22 rights to buy the newly-issued trust units for the purpose of capital increase

3. Risk associated with the investment returns on the assets does not go as well as planned The investment returns on the assets may not go as well as planned due to a number of associated risk factors with the warehouse for rent business, for instance o Failure to substitute WHA and/or the asset owner with the new tenants for the unoccupied assets after the 3-years period for the warehouse and 25-years period for the rooftop of the warehouse (for solar cell panel installation) commencing from the date that WHART conduct an investment in the assets, which the assets of WHA Group that currently are not occupied (only warehouse building leaseable area) equal to 5.71% of total warehouse building leaseable area of the assets of WHA Group that WHART will invest. In addition, the warehouse building No. A3/2 in WHA KPN Mega Logistics Center (Bangna-Trad Km. 23) that WHA and/or the asset owner agrees to pay the rental fees to WHART once the lease agreement expires (15 July 2019) until there is a tenant or until the tenant pay rent (as the case may be) but shall not exceed 31 December 2019, which the building leaseable area equals to 0.03% of total warehouse building leaseable area of the assets of WHA Group that WHART will invest. o The tenant refuse to renew the contract or WHART cannot procure the new tanant to replace the previous tenant which results in the decrease in the occupancy rate. From the current warehouse lease contracts, there is weighted average lease expiry of 7.51 years since the expected investment date (excluding the undertaking by WHA and/or the asset owner in case there is no tenant at the expected investment and renewal period. o The assets of WHA Group that WHART will invest have the weighted average lease expiry higher that the weighted average lease expiry of the current assets of WHART at the present. As there is increase of the rental and service rate which equals to approximately 8% - 10% in every 3 years along the contracts, WHART may has an exposure to the case that tenants renew the contract with the non-favorable lease rate or conditions which will cause negative impact to the rental and service revenues of WHART. o The increase in administrative expenses and maintenance costs for the assets in the future to improve the conditions of the assets that may get older after their long useful life. Besids, the assets of WHA Group that WHART will invest has the leaseable area of Built-to-Suit type to total building leaseable area equals to 81.02%. In this regards, the aforementioned risks maybe caused by many factors such as the slowdown of the overall economy, the intense competition from the increase in supply of warehouses in the location of WHA Group’s assets, the lack of knowledgeable and experienced personnel, etc. In the event that WHART is unable to seek benefits from the assets of WHA as planned, the level and continuity of income

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will be affected. As a result, WHART and the trust unit holders may not earn return from the investment in the assets of WHA Group as expected.

4. Risk associated with the loss of benefits from leasing out the assets if WHART is unable to exercise the rights to extend the lease contract for WHA Rama 2 Km. 35 If WHART is unable to exercise the rights to extend the lease contract of WHA Rama 2 Km.35 for another 30 years upon the expiry date of the First Leasehold Period of 30 years due to whatever reasons, WHART, as a result, will lose the opportunity to obtain rental and service incomes from such assets in the future according to plan. However, since WHA agrees to mortgage the land no. 134435 with the total stated area of 39-2-72.8 rai which the land of WHA Rama 2 Km. 35 project including of other leased assets in relation to the project to WHART as a security to guarantee the rights to extend the lease period of such assets for another 30 years, etc. (details of the key conditions under the draft lease agreement and the draft mortgage agreement for land and buildings are presented in Section 2 Item 1.1.2 of this report). The mortgage amount shall not be higher than the average appraisal prices of the assets in WHA Chonlaharnphichit Km.3 by the 2 independent appraisers by using Income Approach as of the expected investment date of the Trust or the mortgage amount by related laws. In the event that WHA defaults in providing the rights to extend the lease contract for such assets, WHA shall return the rental fees as well as money or other benefits that the Lessor receives in the name of the Lessee to the Lessee in proportionate of discounted cashflow of the remaining lease period and extended lease period to the total lease period. And also, in case WHA deliberately breaks or defaults the agreement, WHA has to be responsible for the compensation for the loss of benefits by the Lessee in leasing out the assets during the determined lease period according to this contract, which covers the extended lease period (in case WHART already extends the extened lease period). Additionally, WHART is able to exercise its rights according to the court procedures and WHART can force the collaterals as the compensation for any damages arise. In this regards, WHART will have the preferred rights over the proceeds from the sale of the collaterals in an open market and if the compensation is less than the damages occure WHART has to compensate until it covers the actual damages in full amount. Such condition under the mortgage agreement could lessen the impact to WHART if it is unable to exercise the rights to extend the lease contract for the assets in WHA Rama 2 Km. 35 to a certain extent.

5. Risks from loss of benefits and additional obligations in the case that the main rental contract or sublease contract of Project WHA-KPN Bangna-Trad Km. 23 is terminated or over before the end of sublease period For Project WHA-KPN Bangna-Trad Km. 23 that WHART will enter into investment for the right to second sublease land, building rental right, and ownership in system, tools, and equipment, the right for rental and sublease has maturity period of 25 years from the date that WHART is expected to invest. This investment by WHART on the rental right creates risks for WHART because the rental and sublease right may be terminated or over before the end of rental or sublease period which will result in WHART not being able to use and/or benefit from the rental or sublease assets which will consequently impact benefits and revenue of WHART. Furthermore, the investment for right of second sublease, in addition to the risk that the right for second sublease may be terminated or over before the end of sublease period, WHART is still subjected to risk similar to the main rental right and first sublease right. However, WHART is in negotiation with TopView Business Company Limited (“Landowner”), KPN Land Company Limited (“Main renter”) and WHA KPN Alliance (“First sub renter”) in order to gain the right to become the contract party directly with the Main renter in the case that the First sub renter defaults with the Main renter or become the contract party directly with the Landowner in the case that the Main renter defaults with the Landowner. In addition, WHART has policy to enter into investment for gaining the right of ownership via property rental. This means WHART must set procedures to mitigate or reduce risks that may occur to the Trust as a result from investment to gain the right of ownership via property sublease that lessor does not hold ownership such as setting up agreement for juridical act from related persons to ensure contract compliance and compensation to WHART or setting up terms and agreements that provide right for WHART to amend breach of contract directly with the owner and become the renter directly. If WHART can negotiate with the Landowner, the Main renter, and the First sublease for terms or agreements that can mitigate or reduce risks from the aforementioned policy, it

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will help reduce impact that may occur to WHART at a certain level. Nevertheless, WHART may be subjected to additional obligations if it must proceed with amendment of default or becoming the renter directly or the First sublease (case by case) in comparison to investment in ownership, investment in rental right, and investment in right for first sublease.

Investment structure of WHA-KPN Bangna-Trad Km. 23

6. There will be more connected transactions with the connected person of the REIT manager The investment in the assets of WHA Group and the appointment of WHA as the property manager of such assets are additional connected transactions of WHART with the connected person of the REIT manager (currently, WHART has appointed WHA as the property manager for all assets of WHART). Additionally, there might be some doubts about the independence of WHAREM as the REIT manager in negotiating the conditions pertaining the investment in the assets of WHA Group as well as in negotiating the fees and conditions in appointing WHA as the property manager and/or in considering the performance of WHA in managing these assets (comparison of the advantages and disadvantages of entering into the transaction with connected person and other parties concerning the investment in the assets of WHA Group and the appointment of WHA as the property manager are presented in Item 1.2.3 of this report).

7. Risks associated with unfulfilled conditions However, WHART will make additional investments only if the following keys conditions are fulfilled. 1. The company that owns the property has approval from Board Meeting and/or Shareholders’ Meeting (if necessary) of its company to sell, lease, or sublease the property (case by case) to WHART and has proceeded to prepare the property for investment by WHART. 2. There are no outstanding issues on legal status, registration for cancellation of business collateral, and release of land and building mortgages as security to banks or financial institutions. If there are outstanding legal issues or it is unable to proceed, WHAREM will disclose the risks in unit trust prospectus and filing for real estate investment that WHART will additionally invest as the fourth time. 3. The trustee has the opinion that the characteristics of the transactions are in accordance with Trust Deed, the related contracts, rules and regulations. 4. WHART’s unitholder’s meeting and the SEC must approved the capital increase of WHART, the borrowing from financial institution and other matters related to the additional investment transaction , which includes the connected transaction of WHART.

73 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

be) only to the extent of land portion to be additionally invested by WHART at this time, to WHART for the remaining lease period (Step-in), in case where KPN Land Company Limited or WHA KPN Alliance fails to comply with such lease agreements.

As a result, WHART will incur all related transaction expenses for nothing or as sunk costs such as legal fees for due diligence of the assets, the fees paid to the asset appraisers for the preparation of asset appraisal reports, etc.

1.2.3 Comparison of the advantages and disadvantages from entering into the transaction with connected person and other parties

(1) The additional investment in the assets which are the assets of WHA Group

Advantages of entering into the transaction with connected person 1. The quality and potential of WHA’s assets in generating revenues due to the experience and expertise of WHA in real estate development business for warehouses and factories for rent The assets to be acquired by WHART under this transaction belong to WHA Group who has more than 10 years of experience and expertise in real estate development business and related services for warehouses and factories. The warehouses for rent of WHA are designed and constructed according to the standard of a high quality warehouse and factory building. The structure and flooring materials are solid and can support long-term use which is the core business model of WHA. Additionally, these assets have the potential to generate revenue due to their competitive advantage in locations. The locations of these assets are in the provinces which have numerous industrial factories and are not too far from Bangkok which is the heart of economic development and logistics hub of Thailand such as Suvarnabhumi airport, Laem Chabang Deep Sea Port, etc. The locations of these assets align with the business model of WHA in developing warehouses and factories for rent which focuses on the locations with a high potential to become distribution centers or the locations which can provide logistics support to business operators in various industries. Therefore, with the advantages in terms of experiences and expertise in the business of WHA Group together with the potential of the assets as mentioned above, the assets of WHA Group that WHART intends to acquire at this time could have a higher potential to generate income to WHART in comparison to the case where WHART invests in the assets of the third parties who may have less experiences in the business of warehouse development and rental services.

2. Flexibility in operating businesses from having working experiences together WHART and WHA have been working together in the asset purchase and sale transactions before in which WHA has been selling assets i.e. warehouses for rent to WHART since December 2014. Additionally, WHA is currently the property manager of all assets that belong to WHART. With these working experiences of WHART with WHA in the past, it could make any future collaborations and operations under this additional investment transaction in the assets of WHA to be more flexible compared to investing in the assets of other parties.

3. Incur lower cost on asset acquisition If the investment is made in the assets of the connected person of the REIT manager, the REIT manager fees in the part of the acquisition fee will be applied at not exceeding 0.75% of total value of assets acquired by the Trust. This amount is lower than the fees in the case where assets are purchased from other parties at not exceeding 1.00% of total value of assets acquired by the Trust.

Disadvantages of entering into the transaction with the connected person The investment in the assets of WHA Group, who is the connected person that has control in WHAREM, the current REIT manager, may create doubts about the independency of WHAREM when involved as the REIT manager to negotiate the conditions of any transactions with WHA both in terms of purchase price and purchase conditions of additional assets.

74 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

However, prior to the investment in such assets, WHAREM, as the REIT manager, has engaged advisors to perform due diligence on the information as well as the contracts related to assets and key equipment to be acquired (according to the requirement specified in the Notification of SorRor.26/2555). Meanwhile, the purchase prices of these additional assets are based on the appraisal prices evaluated by the two independent asset appraisers approved by the SEC. Furthermore, the entering into the connected transaction must go through the required procedures for entering into the connected transaction as specified in the operation manual. And also, the transaction must be approved by the Board of Directors of the REIT manager (excluding the votes of the interested directors) as well as by the trustee to ensure that the transaction is in accordance with the Trust Deed as well as related laws. These procedures will help maintaining the benefit of the Trust when entering into the transaction with connected person.

(2) The appointment of WHA as the property manager for the additional investment in the assets

Advantages of the appointment of WHA as the property manager which is the entering into the transaction with connected person of REIT Manger 1. Efficiency and continuity in managing the assets WHA has more than 10 years of experience and expertise in operating real estate development business and related services of warehouses and factories. Also, WHA is the property manager of its own assets. Therefore, the appointment of WHA as the property manager to manage the assets of WHA Group to be acquired by WHART under this transaction could enable WHART and WHAREM to manage these assets effectively and continuously in the future. As a result, WHART will have a better opportunity to benefit from the transaction as expected compared to engaging a third party as a property manager for the assets of WHA’s Group that WHART intends to acquire at this time.

2. Flexibility in operating businesses from having working experiences together At present, WHA is the property manager for all assets of WHART. With the working experiences of WHART and WHA together in the past, it could make any future collaborations and operations to manage the assets of WHA Group to be acquired under this additional investment in assets to be more flexible compared to engaging other parties as the property manager to manage such assets.

3. The property management fees of WHA is fair and reasonable in the opinion of the REIT manager by comparing the property management fees to be collected from WHART with the property management fees of other property funds and the property management fees of the Trust at present In considering the reasonableness of the property management fees that WHA will collect from the Trust, the REIT manager has compared the property management fees to be collected from the Trust at this time with the property management fees of other property funds as well as the property management fees collected from WHART at present. The REIT manager views that such fees is fair and reasonable. And since WHA Group is the owner and the management of these assets to be additionally acquired since the beginning. It is also one of the real estate operators in Thailand with experience and expertise in managing warehouses, distribution centers, and factories as well as expertise in managing, administrative, and highly experienced and effective team. WHA is considered as the experienced property manager with high level of familiarity with the assets to be acquired by the Trust. Thus, the appointment of WHA as the property manager for the assets to be additionally acquired is for the best interest of the Trust.The property management fees is calculated using the same criteria as the criteria for calculating the property management fees for the initial investment, additional investment no. 1 no. 2 and no. 3 of WHART.

Disadvantages of the appointment of WHA as the property manager which is the entering into the transaction with connected person of REIT Manger The appointment of WHA as the property manager of the assets of WHA Group to be acquired by WHART under this transaction will be an additional connected transaction of WHART with the connected person of the REIT manager from the existing transaction at present (currently, WHART has appointed WHA as the property manager of all its assets). Furthermore, there might be some doubts about the independence of WHAREM as the REIT manager in negotiating the fees and/or the conditions in engaging WHA as the property manager

75 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only) and/or in considering the performance of WHA as the property manager. However, the entering into the connected transaction must go through the required procedures for entering into the connected transaction as specified in the operation manual. And also, the transaction must be approved by the audit committee of WHAREM and the trustee to ensure that the transaction is in accordance with the Trust Deed as well as related laws. These procedures will help maintaining the benefit of the Trust when entering into the transaction with connected person.

(3) The offering for sale parts of trust units to WHA and/or WHA’s associated persons

Advantages of the offering for sale parts of trust units to WHA and/or WHA’s associated persons. 1. Increase of confidence for investors Currently, WHART has been investing in real estate and rental right of WHA Group to increase revenue source and deliver returns to unit trust holder continuously. For each investment, WHA agrees to hold unit trust not lower than 15% of total unit trust of WHART which has been issuing and offering for capital increase for 3 years since the date of investment of the trust in order to create confidence for external investors and exisiting unitholders as a major unit trust holder of WHART and property owner.

2. Clarity in issuing and offering of unit trust After allocation of additional unit trusts to offer to exisiting unitholders (Rights Offering) or offer to common people in specific groups who are exisiting unitholders (Preferential Offering) not lower than 50% of total unit trust issuing and offering, there will be allocation for additional unit trusts to WHA and/or WHA’s associated persons in which, when combined with the offering for exisiting unitholders above, it must not exceed 15% of total unit trust issuing and offering. The allocation of unit trusts specifically to WHA and/or same individual group of WHA will create clarity in issuing and offering of unit trust and may help increase the opportunity for the issuing and offering in this time to become successful.

Disadvantages of the offering for sale parts of trust units to WHA and/or WHA’s associated persons. the offering for sale parts of trust units to WHA and/or WHA’s associated persons might affect by the Control Dilution in case the additional unit trust is not completely allocated to current ratio. Also, it may create some doubts about the independence of WHAREM as the REIT manager in negotiating the price and/or the conditions. However, the entering into the connected transaction must go through the required procedures for entering into the connected transaction as specified in the operation manual. And also, the transaction was approved by the audit committee of WHAREM with the same criteria of determination of the offering price of trust units offered to the existing trust unitholders and to the general public. In addition, there is the existing unitholder who intends to over subscribe, WHAREM has the right as appropriate to allot the remaining trust units to the subscribers who are entitled to subscribe for the additional trust units in Private Placement and/or Public Offering.

(4) The borrowings from financial institution who is the connected person with the trustee

Advantages of the borrowings from financial institution who is the connected person with the trustee which is the entering into the transaction with the connected person 1. The key conditions under the term sheet from the financial institution who is the connected person of the trustee are not inferior to the conditions in the loan of other trusts The key conditions under the term sheet that WHAREM obtained from the financial institution who is the connected person of the trustee are similar to the conditions under the loan facilities obtained from the financial institution who is the connected person of the trustee for the investment in assets no. 3 of WHART in the past. Additionally, the key conditions are not inferior to the conditions of the loans of other trusts that have similar business characteristics as WHART and WHART doesn’t need to provide any part of the additional assets to collaterals for such loan (based on the publicly disclosed information).

76 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

The IFA has considered the term sheet proposed by the financial institution for this additional investment of WHART by comparing various conditions under this term sheet with the conditions of the loans of WHART for the additional investment in assets no. 3 and the conditions of the loans of other trusts that have similar business characteristics based on publicly available information within the filing for issuance and offering of trust units and the forecasted profit and loss statement as well as the forecasted profit distribution under the assumption of each trust. These comparisons include the additional investment in assets no. 3 of WHART and Hemaraj Leasehold Real Estate Investment Trust (“HREIT”) and AIM Industrail Growth Freehold and Leasehold Real Estate Investment Trust (“AIMIRT”). The details are summarized and presented below.

Term sheet of loans Loan conditions for Loan conditions for Loan conditions for Key conditions of for the additional the additional the additional the initial the loans investment in assets investment in assets investment in assets investment in of WHART1 no. 3 of WHART2 no. 1 of HREIT3 assets of AIMIRT 4 Lending financial Kasikornbank Kasikornbank Siam Commercial Commecial bank institution Bank and/or financial institution Loan facilities Facility 1: not Facility 1: not Not exceeding THB Not exceeding THB exceeding THB 1,750 exceeding THB 600 mm 665 mm mm for the 3,300.00 mm for the investment in investment in additional assets additional assets Facility 2: not Facility 2: not exceeding THB 1,750 exceeding THB mm for refinance of 511.00 mm for the Facility 1 repayment existing Facility 3: not loan of WHAPF exceeding THB 30.00 Facility 3: not million for the return exceeding THB of deposits for the 250.00 mm for the rental and service return of deposits fees under the for the rental and additional assets to service fees under be acquired. the additional assets to be acquired and WHAPF’s assets. Loan term Facility 1 and 2: not Facility 1 and 2: not 5 years 5 years exceeding 1 year exceeding 5 years (totally not Facility 3: not exceeding 2 years) exceeding 180 days Facility 3: not exceeding 180 days Principal repayment Facility 1 and 2: repay Facility 1 and 2: repay Repay the full Repay the full the full amount on the the full amount on the amount on the amount on the maturity date of the maturity date of the maturity date of the maturity date of the loan (can prepay the loan (can prepay the loan (can prepay the loan full or the partial full or the partial partial amount amount before the amount before the before the maturity maturity date without maturity date without date according to the fees) fees) conditions in the loan Facility 3: partially Facility 3: partially contract) repay when receiving repay when receiving deposit from the new deposit from the new tenant at the same tenant at the same amount and repay the amount and repay the remaining amount at remaining amount at the maturity date of the maturity date of the loan the loan The amount expected THB 1,750.00 mm THB 3,811.00 mm THB 600 mm THB 665 mm to be borrow Interest rate Not exceeding Not exceeding MLR, in year 1 will MLR, in year 1 will MLR - 1.50% MLR - 1.50% not exceed MLR – not exceed MLR –

77 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

Term sheet of loans Loan conditions for Loan conditions for Loan conditions for Key conditions of for the additional the additional the additional the initial the loans investment in assets investment in assets investment in assets investment in of WHART1 no. 3 of WHART2 no. 1 of HREIT3 assets of AIMIRT 4 2.00% and 2.00% and throughout the loan throughout the loan will not exceed MLR will not exceed MLR – 1.25% Interest expenses THB 52.42 mm THB 143.38 mm THB 24.54 mm THB 27.93 mm from borrowing Effective interest rate 3.00% 3.76 % 4.09% 4.20% (calculated by the IFA) Collateral None - Land, leasehold - Leasehold rights of - Leasehold rights of rights of land, and land and land and constructions in the constructions in the constructions in the assets to be assets to be initial investment acquired acquired which shall assets to be - Registration of have the value not acquired which shall rights under the less than 2 times the have the value not insurance policy as amount of loan less the amount of business collateral - Transfer of loan - Transfer of conditional rights - Transfer of conditional rights in under the insurance conditional rights the lease and service policy and endorse under the insurance contracts that are the lender as the policy and endorse longer than 3 years beneficiary and the the lender as the - Other collaterals (if co-insured beneficiary and the any) that may be - Transfer of co-insured required under the conditional rights in Transfer of the loan contract the lease and service appointment of the contracts that are property manger longer than 3 years right with conditions - Other collaterals (if - Transfer of any) that may be conditional rights in required under the the lease and loan contract service contracts that are longer than 3 years - Other collaterals (if any) that may be required under the loan contract Key conditions of - The borrower shall - The borrower shall - The borrower shall Not specified loan contracts not perform the not perform the not mortgage the followings except followings except encumbrance-free granted the consent granted the consent assets with other from the lender from the lender financial institutions o Incur interest o Incur interest - The borrower shall bearing debts or bearing debts or appoint HEMARAJ or debts or other debts or other the companies under financial liabilities financial liabilities its group as the that may that may property manager significantly significantly impact the ability impact the ability to repay debts or to repay debts or the benefits of the the benefits of the trust unit holders trust unit holders o Incur other o Incur other contingent contingent liabilities over the liabilities over the assets to be assets to be acquired acquired Enter into the lease o Enter into the lease contract that is contract that is

78 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

Term sheet of loans Loan conditions for Loan conditions for Loan conditions for Key conditions of for the additional the additional the additional the initial the loans investment in assets investment in assets investment in assets investment in of WHART1 no. 3 of WHART2 no. 1 of HREIT3 assets of AIMIRT 4 longer than 3 years longer than 3 years (unless granted (unless granted consent from the consent from the lender) lender) - The borrow shall maintain the credit rating by TRIS rating to be not less than A/Stable Financial covenants - The borrower shall - The borrower shall - The borrower shall - The borrower shall maintain the maintain the maintain the maintain the interest bearing interest bearing interest bearing interest bearing debts to total assets debts to total assets debts to the debts to total assets ratio at not greater ratio at not greater shareholders’ equity ratio at not greater than 35% than 35% ratio at not greater than 35% - The borrower shall - The borrower shall than 1.0 time - The borrower shall maintain the maintain the - The borrower shall maintain the interest bearing interest bearing maintain the interest bearing debts to EBITDA debts to EBITDA interest bearing debts to EBITDA ratio at not greater ratio at not greater debts to EBITDA ratio at not greater than 5.5 times than 5.5 times ratio at not greater than 5.5 times than 5.5 times Remark 1 Term sheet of loan of Kasikornbank 2 Information from the filing for the issuance and offering of trust units of WHART for the additional investment in core assets no. 3 effective on November 13, 2017 and the projected income and distribution statement according to the assumptions underlying the offering of trust units by WHART dated September 15, 2017 3 Information from the filing for the issuance and offering of trust units of HREIT for the additional investment in assets no. 1 effective on November 23, 2017 and the forecasted profit and loss statement and the profit distribution according to the assumptions underlying the offering of trust units by HREIT dated May 25, 2017 4 Information from the filing for the issuance and offering of trust units of AIMIRT for the initial investment in assets effective on December 13, 2017 and the forecasted profit and loss statement and the profit distribution according to the assumptions underlying the offering of trust units by AIMIRT dated September 11, 2017

The IFA has considered the term sheet proposed to WHART for this additional investment by comparing the key conditions, namely, interest rate, principal repayment schedule, term, and collateral. In this regards, the IFA compares the effective interest rate of each loan which is calculated from interest expenses divided by the expected amount to be borrowed as stated in the forecasted profit and loss statement and profit distribution under the assumptions appeared in the prospectus for the initial public offering or the prospectus for the capital increase of each trust used in comparison. Such interest expenses is accounting measure which has already incorporated the impact of the interest rate spread which may vary throughout the loan life and the front end fee. Based on such calculation, the effective interest rate of the loans for this additional investment in assets of WHART is 3.00%. Meanwhile, the effective interest rate of the loan of WHART for the additional investment no. 3 and of other trusts are in the range of 3.76% - 4.20%. Therefore, the loan proposed to WHART for this additional investment bears lower interest rate than the interests underlying the loans of WHART for the additional investment no. 3 and the loans of other trusts used in comparison.

Nonetheless, all the loans bear floating interest rates based on the MLR of each lending institution. In case the MLR used in calculating these interest expenses are different, the resulting effective interest rate will be different accordingly even though other conditions are the same. The difference in MLR used in the calculation could be a result of the difference in the time period and the MLR at that time. This is because the origination of each loan occurs at different point in time. Since 2015 until present, MLR exhibited a downward trend (the report date of the auditor for projected income and distribution statement according to assumptions of the trusts that the IFA used in comparison are presented in the

79 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

table above). Also, the difference in lending institutions could result in different rate of MLR even though the loan is originated at the same time. The loan conditions underlying the loan for this additional investment of WHART and the loans for the additional investment of WHART no. 3 are based on the average MLR of 4 commercial banks which are (1) Bangkok Bank Public Company Limited (2) Kasikornbank Public Company Limited (3) Krung Thai Bank Public Company Limited and (4) Siam Commercial Bank Public Company Limited. Meanwhile, the loan conditions of HREIT are based on the MLR of the lending commercial banks which are Siam Commercial Bank Public Company Limited and the loan condition of AIMIRT are based on average MLR of 5 commercial banks which are (1) Kasikornbank Public Company Limited (2) Bangkok Bank Public Company Limited (3) Krung Thai Bank Public Company Limited (4) Siam Commercial Bank Public Company Limited and (5) Bank of Ayudhya Public Company Limited.

When considering other conditions underlying the loans such as principal repayment, the loan proposal of WHART for this investments requires the principal repayment in full amount on the loan maturity date and the borrower can repay the full amount of loans or some portion before the maturity date without fees. These conditions are the same as the conditions underlying the loans of WHART for the additional investment no. 3 and the loans of HREIT. Meanwhile, the loans of AIMIRT requires gradual repayment of principal before the loan maturity date which might cause the lacking of flexibility on its liquidity management for the principal repayment of the loan.

In comparing the loan maturity, WHART’s loan proposal for this additional investment has a long-term loan facility of 2 years (the maturity in case there is the drawdown of Facility 2 to refinance Facility 1) which is difference to the maturity of the loans of WHART for the additional investment no. 3, HREIT’s facility and AIMIRT’s facility. In this regards, the loan with longer maturity has some advantages since the procedures to obtain new loan when the existing loan matured may expose the trust to some risks of obtaining inferior loan conditions. This means that the financial costs under the longer term loan could be more certain in the future. However, the loan with shorter maturity could reduce financial costs to the borrower. Additonally, WHART has obtained to issue and offer its bond and already issued and offering its bond no. 1 on March 30, 2018 which, on the other hand, will expand the fundraising channel of WHART. In addition, WHART doesn’t need to provide any part of the additional assets to collaterals for such loan which will allow WHART to have more the encumbrance-free assets. In this regards, there will be an option to obtain the loan in the future by using the encumbrance-free assets as the further collaterals.

Therefore, the IFA views that this loan to be obtained from the financial institution who is the connected person of the Trustee at this time of WHART is appropriate. This is because the loan conditions are not inferior when comparing to the conditions of the existing loans of WHART and the loans of other trusts with similar business operations.

2. Smooth and quick negotiation process for the loans Since WHART used to borrow money from the financial institution who is the connected person of the trustee for the investment in assets. Therefore, the fact that it has experiences in contacting the trustee and the REIT manager in order to provide the loans, the negotiation and/or other processes related to the additional borrowings of WHART with the financial institution who is the connected person of the trustee, could become smoother and quicker compared to obtaining the loans from other financial institutions that WHART never has transaction with before.

Disadvantages of the borrowings from financial institution who is the connected person with the trustee which is the entering into the transaction with the connected person 1. Create doubts towards the independence of the trustee in performing its duties The trustee has the duties of overseeing, auditing, and ensuring that the REIT manager operates the business such as taking loans, incurring any liabilities over the trust, and performing any actions for the trust in accordance with the requirements specified in the Trust Deed and the related laws. In the event that WHART borrows money from the financial institution who is the connected person of the trustee (Kasikornbank Public Company Limited, a shareholder at 99.99% of KAsset, a trustee of WHART at

80 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

present), there might be some doubts about the independency of the trustee who will act on behalf of the Trust in deciding on the loan proposals for the Trust and/or negotiating other conditions of the loan facilities to be obtained from the financial institution who is the connected person of the trustee. There might also be some doubts when there is a conflict between WHART and the lender, who is the connected person of the trustee.

However, the trustee has to perform its duties with integrity and due care as professional for the best interest of the overall trust unit holders as well as to be in accordance with the Trust Deed with the trust and the related laws. Additionally, the entering into connected transaction must go through the required procedures for connected transaction as specified in the Trust Deed of the trust and related laws. These procedures will help maintaining the benefits of the Trust when entering into transactions with connected persons.

2. Have additional transactions with conflicted interests between the Trust and Trustee In the event that WHART borrows money from the financial institution who is the connected person of the trustee as the source of funds for the investment in the assets of WHA Group, WHART will have an additional transaction that may be a conflict of interest between the Trust and trustee. Currently, WHART has long-term loans from the financial institution who is the connected person with the trustee at the amount of THB 2,247.10 million (outstanding loan amount as of March 31, 2018).

1.3 Fairness of the Transaction Price and Conditions

1.3.1 Fairness of the Transaction Price

(1) Fairness of the transaction price regarding the additional investment in the assets which are the assets of WHA Group

WHART wishes to acquire the 4 projects from WHA Group as follows; (1) WHA Central WHA Mega Logistics Center Wangnoi 63, (2) WHA-KPN Mega Logistics Center Bangna-Trad Km. 23, (3) WHA Mega Logistics Rama 2 Km. 35 and (4) DSG HSIL Saraburi. The value of the investment of WHART is not exceeding THB 4,464.50 mm. To evaluate the appropriateness of the price for this Transaction, the IFA has conducted the financial valuation by applying 2 financial valuation methodologies as follows: 1) Appraisal by Independent Appraisers 2) Appraisal by Independent Financial Advisor

Details of each valuation approach are shown as follows:

1. Appraisal by Independent Appraisers

By this approach, the IFA has taken into consideration the appraisal reports of the independent appraisers who received approval from the SEC, namely Grand Asset Advisory Co.,Ltd (“GRAND”) and Southeast Asia International Co., Ltd (“SEAI”). The report of the two independent appraisers were for public purpose and the independent appraisers view that income approach is the appropriate value appraisal approach because the evaluated assets are properties with warehouses, which generate revenue by renting out space and providing services in the future. Both appraisers have performed the valuation as of the expected investment date (January 1, 2019) with the details of the assumptions used in the valuation for each projects as follows;

The assets of WHA Group that WHART intends to acquire Assumptions GRAND SEAI Leasehold projects (the period equivalent to the remaining lease period of the land) Rental and ▪ Warehouse area: Based on the lease ▪ Warehouse area: Based on the lease service rate agreement and renewal option (if any). agreement and renewal option (if any). When the agreement expires, the fees will When the agreement expires, the fees will be based on the market rate and set to be be based on the market rate and set to be incremented by 3.00% every year incremented by 10.00% every 3 years

81 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

Assumptions GRAND SEAI ▪ Rooftop area: Based on the contract with ▪ Rooftop area: Based on the contract with projection period equivalent to the projection period equivalent to the remaining period of the contract, which has remaining period of the contract, which has rental rate incremented by 10.00% every 5 rental rate incremented by 10.00% every 5 years years

Occupancy WHA Rama 2 Km. 35 WHA Rama 2 Km. 35 rate ▪ 100.00% during rental period of the lease ▪ 100.00% during rental period of the lease agreement agreement ▪ When the lease agreement expires, 95.00% ▪ When the lease agreement expires, 95.00% for the remaining projection periods during 2019 – 2048 and 90.00% for the WHA-KPN Bangna-Trad Km. 23 remaining projection periods for the ▪ 100.00% during rental period of the lease remaining projection periods agreement WHA-KPN Bangna-Trad Km. 23 ▪ When the lease agreement expires, 95.00% ▪ 100.00% during rental period of the lease for the remaining projection periods agreement ▪ When the lease agreement expires, 95.00% during 2019 – 2040 and 90.00% for the remaining projection periods for the remaining projection periods Operating WHA Rama 2 Km. 35 WHA Rama 2 Km. 35 expenses ▪ Property management fee is based on the ▪ Property management fee is based on the property management agreements property management agreements ▪ Land lease fee is based on the lease ▪ Land lease fee is based on the lease agreements* agreements* ▪ Repair and maintenance expense is set to be ▪ Repair and maintenance expense is set to be 1.00% of total revenue (only warehouse 1.00% of total revenue (only warehouse building) building) ▪ Sinking fund for future building renovation is ▪ Sinking fund for future building renovation is set to be 1.00% of total revenue (only set to be 2.00% of total revenue (only warehouse building) warehouse building) WHA-KPN Bangna-Trad Km. 23 WHA-KPN Bangna-Trad Km. 23 ▪ Property management fee is based on the ▪ Property management fee is based on the property management agreements property management agreements ▪ Repair and maintenance expense is set to be ▪ Repair and maintenance expense is set to be 1.00% of total revenue (only warehouse 1.00% of total revenue (only warehouse building) building) ▪ Sinking fund for future building renovation is ▪ Sinking fund for future building renovation is set to be 1.00% of total revenue (only set to be 1.00% of total revenue (only warehouse building) warehouse building) Discount rate WHA Rama 2 Km. 35 WHA Rama 2 Km. 35 ▪ 9.50% ▪ 10.00% WHA-KPN Bangna-Trad Km. 23 WHA-KPN Bangna-Trad Km. 23 ▪ 10.00% ▪ 10.00% Freehold projects Rental and ▪ Warehouse area: Based on the lease ▪ Warehouse area: Based on the lease service rate agreement and renewal option (if any). agreement and renewal option (if any). When the agreement expires, the fees will When the agreement expires, the fees will be based on the market rate and set to be be based on the market rate and set to be incremented by 3.00% every year incremented by 10.00% every 3 years Occupancy ▪ 100.00% during rental period of the lease ▪ 100.00% during rental period of the lease rate agreement agreement ▪ When the lease agreement expires, 95.00% ▪ When the lease agreement expires, 95.00% for the remaining projection periods for the remaining projection periods Operating DSG HSIL Saraburi ▪ Property management fee is based on the expenses ▪ Property management fee is based on the property management agreements property management agreements ▪ Repair and maintenance expense is set to be ▪ Repair and maintenance expense is set to be 1.00% of total revenue (only warehouse 2.00% of total revenue (only warehouse building) building)

82 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

Assumptions GRAND SEAI ▪ Sinking fund for future building renovation is ▪ Sinking fund for future building renovation is set to be 1.00% of total revenue (only set to be 1.00% of total revenue (only warehouse building) warehouse building) Central-WHA Wangnoi 63 ▪ Property management fee is based on the property management agreements ▪ Repair and maintenance expense is set to be 1.00% of total revenue (only warehouse building) ▪ Sinking fund for future building renovation is set to be 1.00% of total revenue (only warehouse building) Discount rate 9.25% 9.00% Capitalization 7.25% 7.00% rate Expenses related to the 1.50% 3.00% sale of assets Remark * WHART shall have the right to renew the land lease agreement in WHA Rama 2 Km. 35 for an additional period of 30 years, where the rent for the renewed period shall be at the additional amount of THB 50 mm. (The amount shall be paid when the right is exercised which does not include the value-added tax, land registration fee, specific business tax, and other relevant expenses and fees.)

The valuation of the assets for the projects of WHA Group that WHART intends to acquire performed by both independent appraisers can be summarized as follows;

Summary of the appraised price of WHA Group’s assets that WHART intends to acquire from the independent appraisers as of the date of WHART’s investment (January 1, 2019) Appraised price (THB mm) The assets of WHA Group GRAND SEAI 1 Central-WHA Wangnoi 63 2,198.00 2,234.00 2 WHA-KPN Bangna-Trad Km. 23 863.00 835.60 3 WHA Rama 2 Km. 35 735.00 656.30 4 DSG HSIL Saraburi 462.00 450.00 Total value of the WHA Group’s assets 4,258.00 4,175.90 Transaction price 4,464.50 Higher (Lower) than the transaction price (4.63) (6.46)

The value of the WHA Group assets, which is appraised by the independent appraisers, ranges between THB 4,175.90 – 4,258.00 mm, which is lower than the transaction price of THB 4,464.50 mm by THB 171.00 - 253.10 mm or 4.63 – 6.46%.

2) Appraisal by Independent Financial Advisor

The IFA evaluates the present value of free cash flow from operation of each project each year. For the leasehold projects which are WHA Rama 2 Km. 35 and WHA-KPN Bangna-Trad Km. 23, the IFA prepares the financial projection cover for 60 years and approximately 25 years respectively and for the freehold projects which are Central-WHA Wangnoi 63 and DSG HSIL Saraburi, the IFA prepares the financial projection cover for 60 years and also evaluates the terminal value at 60th year to evaluate the present value of free cash flow from operation after that ending year.

In addition, the assumptions used in each asset item’s appraisal are based on the current lease agreement and service agreement of the projects and/or the draft of the agreement of WHA, interview with the management and staffs of WHAREM and WHA and also by considering the operating expenses of the trust after the investment in the asset to evaluate the returns that the trust expects to receive from this additional investment

83 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only) in asset. IFA has taken into account the economic condition and publicly available information. Therefore, if there are any significant changes to such information in the future, it might alter the opinion of IFA accordingly.

Details of the financial assumptions and projection of operation turnover are as follows;

1. Rental and service revenue ▪ The lease fee rate and service fee rate for the warehouses with existing tenants are based on the current agreement of each individual warehouses. For the warehouses that remain vacant, WHA has agreed to pay the lease and service fee at the market rate to the trust for 3 years or until there is a new tenant, according to the draft of the agreement of WHA. Besides when the contract expires, IFA has the assumptions that the lease fee rate and service fee rate will be increased from the original rate by 10.00% every 3 years or 8.00% every 3 years. From Year 16 onwards until the end of the projection period, IFA has adjusted the assumptions on the increase in the lease rate and service rate to be 5.00% every 3 years or 4.00% every 3 years (depending on the existing lease contract structure of each individual warehouse to reflect more number of years that the assets are in service).

▪ The occupancy rate for the warehouses with existing tenants is 100.00%. After the contract expires, the assumptions for the occupancy rate drops to 90.00% during Year 1 to Year 10 of the projection periods. The IFA has backed up this assumption by considering the fact that the current occupancy rate of this project is 94.29% (excluding unoccupied warehouses and warehouses which WHA agree to pay rental fees) and based on the Undertaking Agreement which WHA will be responsible for the lease and service payment to the trust for three years for the warehouses that remain vacant on the investment date of the trust. With the potential of WHA as a property manager, it is possible to find the new tenants. For Year 11 of the projection period onwards until the end of the projection, the occupancy rate is set to 85.00% to reflect more number of years that the assets are in service.

Meanwhile, the projected occupancy rate for the leasehold projects in the projected year 1 to year 10 is 90.00%. For the occupancy rate after the projected year 11 onwards, it is estimated at 85.00%. Additionally, during the last 6 years before the end of the leasehold rights, the IFA adjusted the rental rates to reflect the potential risks if the tenants do not extend the lease period or the difficulty in finding the new tenants. Therefore, the occupancy rate during the last 6 years before the end of the land leasehold rights is forecasted at 75.00% and then at 50.00% in the last 3 years of the land leasehold rights.

▪ Income from renting out the rooftop area of the warehouse for solar cell installation of WHA Rama 2 Km. 35 and WHA-KPN Bangna-Trad Km. 23 which still remains vacant currently. However, the asset owner has agreed to pay the lease fee for 25 years or until there is a new tenant, according to the draft of the undertaking agreement of WHA.

2. Interest income IFA estimates the interest income from the cash collateral on the lease agreement received from the tenants with the rate of 1.30%, which is according to the 12-month fixed deposit rate.

3. Operating expense IFA estimates the operating expenses, which consist of the following items; ▪ Property management fee, which is the fee paid to the property manager and this is based on the information received from WHAREM. The property management fee rate that uses in this projection is increased 1.50% per annum but not exceed 3% per annum of the net asset value (NAV) of the trust according to the Trust Deed. The fee includes minor repair or maintenance expenses, commission, advertising and promotional expenses, insurance premium, maintenance expenses for common utilities, and property taxes for some tenants according to the contracts.

84 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

▪ Tool and equipment in building’s maintenance fee, which is estimated to be 1.00% per annum of the rental and service revenue. However, for DSG HSIL Saraburi which the age of its building is approximately 13 years old, it will be estimated to be 2.00 per annum of the rental and service revenue. ▪ Sinking fund for major building renovation is set to be 1.00% per annum of the rental and service revenue. However, for WHA Rama 2 Km. 35 which has cooling control system it will be set to be 2.00 per annum of the rental and service revenue. ▪ Land lease fee in year 30 of the projection, the IFA forecasted the amount of rental fees for the extended lease period for another 30 years for WHA Rama 2 Km. 35 at THB 50 mm.

4. Trust management fee IFA estimates the trust management fee, which consists of the following items; ▪ Property manager fee, which is estimated according to the rate specified in the Trust Deed (not exceed 0.25% per annum of the capital price of the core assets of the trust). ▪ Trustee fee, which is estimated according to the rate specified in the Trust Deed (not exceed 0.25% per annum of the capital price of the core assets of the trust). ▪ Registrar fee, which is estimated according to the rate specified in the Trust Deed (not exceed 0.50% per annum of the paid-up capital of WHART). ▪ Other expenses related to the trust, which are appraisal fee, building inspection fee, auditor fee, the SET annual fee, other expenses which are estimated according to the projection of WHAREM with 3.00% growth rate.

5. Expenses related to the additional investment in the asset of the trust IFA estimates the expenses related to the additional investment in the asset of the trust, which are the expenses occurred on the investment date and estimated according to the projection of WHAREM, consisting of transferal fee, trust’s asset acquisition fee, borrowing fee, marketing expense, advisory fees and independent appraisers fee etc.

6. Interest expense Trust employs the long-term loan from financial institution and security deposits of the assets. The credit facility amount of long-term loan is assumed to be not exceeding THB 1,750.00 mm. The interest expense is calculated based on the minimum loan rate (MLR) minus the fixed rate, which is according to the offer made by Kasikornbank.

7. Perpetual Growth Rate of the cash flow after the projection period IFA estimates the Perpetual Growth Rate of the cash flow after the projection period based on the assumption that the assets that belong to the trust will still be operated under the same business in the future and the perpetual growth rate is expected to be 1.00% per annum on the conservative basis, which is calculated based on the growth rate of the rental fee and service fee during the last year of the projection period that has been decreased to reflect more number of years that the assets are in service.

8. Cash flow discount rate IFA applies the Weighted Average Cost of Capital (WACC) as a discount rate to calculate the present value of free cash flow to firm from operation of the projects which is 7.22%. WACC can be calculated based on the following equation;

WACC = Ke x [E/(D+E)] + Kd x (1-t) x [D/(D+E)]

Nonetheless, capitalization rate (“Ke”) is necessary in order to calculate WACC. Ke can be derived from Capital Asset Pricing Model (CAPM) based on the following equation;

85 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

Ke = Rf +  (Rm – Rf)

Whereas Rf = The risk free rate based on the 30-year Government Bond Yield as of April 27, 2018, equals to 3.38% (Source: www.thaibma.or.th).  = Beta coefficient of variation of the trust. The IFA had to calculate the value for beta from comparable real estate investment trust and property fund listed in SET in the period of more than 1 year whose main business is warehouse and bears similarities to the asset of WHART. Such TICON Freehold and Leasehold Real Estate Investment Trust “ TREIT”), Hemaraj Leasehold Real Estate Investment Trust (“HREIT”), Amata Summit Growth Freehold and Leasehold Real Estate Investment Trust (“AMATAR”), and Hemaraj Industrial Property and Leasehold Fund (“HPF”). The value of beta of these funds over the past one- year up to April 27, 2018 (Source: Bloomberg). In addition, the IFA has adjusted such beta by removing the impact of leverage which is the capital structure of the comparable funds according to this formula: (Unleveraged Beta = Leverage Beta / (1+(1-tax) x (D/E)comparable funds/REIT)), in which that unleveraged beta will be obtained. Later on, the IFA has adjusted the unleveraged beta with the capital structure of WHART according to this formula: Leverage Beta = Unleveraged Beta x (1+(1-tax) x (D/E)WHART in which such beta obtained from leverage formula equals to 0.5266. Rm = The market return in which the IFA estimated to be 14.74% per year based on the average return from investment in SET Index over 35 years during 1983 – 2017 (Source: www.set.or.th and the calculation of the IFA).

Based on the aforementioned assumptions, Ke can be calculated as follows:

Calculation of the capitalization rate (Ke) Factors Assumptions Risk-free Rate (1) 3.38% Risk Premium (Rm – Rf) (2) 14.74%  (3) 0.5266 Cost of Equity หรือ Ke (4) = (1) + [(3) x (2)] 9.36%

The capitalization rate (Ke) obtained from the calculation shown in the above Table is 9.36%. Then, Ke is applied in the calculation of WACC in which the IFA obtains the value of 7.22%. The details of calculation are presented in the following table.

Ke = Capitalization rate, which is calculated based on the Capital Asset Pricing Model (CAPM), equals to 9.36% as shown in above table. Kd = Average cost of interest-bearing debt which equals 3.25%, which is calculated based on the average interest rate of the Trust’s loans. t = Corporate income tax rate, which is not required in this case as the Trust is exempted from the corporate income tax D/(D+E) = Target leverage ratio of the Trust, which the IFA based on the debt ratio per the Trust policy which is 35%

86 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

Calculation of WHART’s weighted average cost of capital Factors Assumptions Cost of Equity or Ke (1) 9.36% Cost of Debt or Kd (2) 3.25% D/(D+E) (3) 35.00% Corporate income tax or t (4) - WACC or Discount Rate (5) = {(1) x [1-(3)]} + {(2) x [1-(4)] x (3)} 7.22%

According to the above assumptions, IFA has projected the cash flow from operation and value of the assets as follows;

Revenue and expense projection of the Trust from the additional investment assets Unit: THB million Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Rental and service 285.05 289.72 305.56 302.47 307.98 322.79 326.94 328.98 345.21 349.37 revenue Interest income 0.77 0.77 0.77 0.77 0.77 0.77 0.77 0.77 0.77 0.77 Total revenues 285.82 290.48 306.33 303.24 308.75 323.55 327.71 329.75 345.97 350.14 Operating expense and 24.86 25.05 25.51 25.58 25.80 26.24 26.46 26.56 27.05 27.28 Trust’s management fee Net cash flow from 260.96 265.43 280.82 277.65 282.96 297.31 301.25 303.18 318.92 322.85 operating activities

Unit: THB million Year 11 Year 12 Year 13 Year 14 Year 15 Year 16 Year 17 Year 18 Year 19 Year 20 Rental and service 349.37 369.29 376.16 383.13 405.00 412.23 419.07 437.76 431.87 403.64 revenue Interest income 0.77 0.77 0.77 0.77 0.77 0.77 0.77 0.77 0.77 0.77 Total revenues 350.14 370.06 376.93 383.89 405.77 412.99 419.83 438.53 432.64 404.41 Operating expense and 27.36 27.94 28.23 28.50 29.12 29.43 29.70 30.26 30.29 29.77 Trust’s management fee Net cash flow from 322.77 342.12 348.69 355.40 376.65 383.56 390.14 408.27 402.34 374.64 operating activities

Unit: THB million Year 21 Year 22 Year 23 Year 24 Year 25 Year 26 Year 27 Year 28 Year 29 Year 30 Rental and service 415.27 419.38 400.21 411.86 416.04 357.14 367.76 371.37 374.64 386.16 revenue Interest income 0.77 0.77 0.77 0.77 0.77 0.77 0.77 0.77 0.77 0.77 Total revenues 416.03 420.14 400.98 412.62 416.80 357.90 368.53 372.13 375.41 386.92 Operating expense and 30.17 30.42 30.16 30.58 30.83 24.93 25.27 25.49 25.68 76.07 Trust’s management fee Net cash flow from 385.86 389.73 370.81 382.05 385.97 332.97 343.25 346.64 349.73 310.85 operating activities

Unit: THB million Year 31 Year 32 Year 33 Year 34 Year 35 Year 36 Year 37 Year 38 Year 39 Year 40 Rental and service 389.94 393.37 405.46 409.45 413.04 425.73 429.91 433.71 447.02 451.41 revenue Interest income 0.77 0.77 0.77 0.77 0.77 0.77 0.77 0.77 0.77 0.77 Total revenues 390.70 394.14 406.22 410.21 413.81 426.50 430.68 434.47 447.79 452.17 Operating expense and 26.44 26.64 27.06 27.30 27.51 27.95 28.20 28.43 28.89 29.16 Trust’s management fee Net cash flow from 364.26 367.50 379.17 382.91 386.30 398.55 402.47 406.05 418.90 423.02 operating activities

87 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

Unit: THB million Year 41 Year 42 Year 43 Year 44 Year 45 Year 46 Year 47 Year 48 Year 49 Year 50 Rental and service 455.38 469.39 473.98 478.16 492.85 497.69 502.07 517.49 522.57 527.18 revenue Interest income 0.77 0.77 0.77 0.77 0.77 0.77 0.77 0.77 0.77 0.77 Total revenues 456.15 470.15 474.75 478.92 493.61 498.46 502.83 518.26 523.33 527.95 Operating expense and 29.39 29.88 30.17 30.41 30.93 31.23 31.49 32.03 32.36 32.64 Trust’s management fee Net cash flow from 426.76 440.27 444.58 448.51 462.69 467.23 471.34 486.22 490.98 495.31 operating activities

Unit: THB million Year 51 Year 52 Year 53 Year 54 Year 55 Year 56 Year 57 Year 58 Year 59 Year 60 Rental and service 543.37 548.70 553.53 570.55 562.65 567.72 585.41 555.38 560.69 578.82 revenue Interest income 0.77 0.77 0.77 0.77 0.77 0.77 0.77 0.77 0.77 0.77 Total revenues 544.13 549.47 554.30 571.32 563.41 568.49 586.17 556.15 561.46 579.58 Operating expense and 33.21 33.55 33.84 34.44 34.39 34.71 35.34 34.63 34.96 35.61 Trust’s management fee Terminal Value ------7,695.98 Net cash flow from 510.93 515.92 520.46 536.87 529.02 533.78 550.83 521.52 526.50 8,239.95 operating activities Net Present Value 4,650.12 Less expenses related to (169.10) the additional investment in the asset Fair value of the asset 4,481.02

The total value of the assets which WHART intent to invest, which is appraised by the independent appraisers, is THB 4,481.02 mm which is THB 16.52 mm or 0.37% higher than the transaction price of THB 4,464.50 mm. Besides, the internal rate of return (IRR) being 7.24%, which is higher than the weighted average cost of capital for WHART.

In addition, the IFA has conducted sensitivity analysis for the additional investment in the asset in order to reflect the impact from the variation in factor as follows:

Sensitivity Analysis Value of the Assets

(THB million) Scenario 1 After the contract ends, the occupancy rate is 3.00% lower than 4,412.77 – 4,549.28 the base case Base case 4,481.02 Scenario 2 From Year 16 onwards, the growth on lease rate will be reduced to 4,294.97 – 4,704.09 be 2.50% or 2.00% for every 3 years, and the growth on lease rate will be reduced to be 7.50% or 6.00% for every 3 years until the end of the projection periods

Based on the sensitivity analysis, the fair value of the asset which WHART intent to invest is between THB 4,294.97 – 4,704.09 mm

Summary of the appropriateness of the purchase price of the assets of WHA Group to be additionally acquired by WHART

Based on the price appraisal of the assets of WHA Group that WHART will additionally acquire by using different valuation approaches, they can be summarized as follows;

88 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

Summary of the appraisal prices of the assets that WHART will additionally acquire Appraisal price Appraisal price is higher (lower) Valuation approaches (THB million) than the transaction price by (%) 1. Appraisal by the independent asset appraisers 4,175.90 – 4,258.00 (6.46) – (4.63) 2. Appraisal by the independent financial advisor 4,294.97 – 4,704.09 (3.80) – 5.37

As the Net Present Value of Cash Flow approach adopted by the IFA evaluates the assets as if they are managed under the cost of the trust itself by incorporating the management and administrative fees of the trust, expenses related to the additional investment in the assets into the projections and then discounting the cash flow by the weighted average cost of capital of the trust. On the contrary, the independent appraisers incorporate only the operating expenses of the trust. Therefore IFA views that the transaction price is appropriate and the Net Present Value of Cash Flow approach conducted by IFA is appropriate for the appraisal and the total fair value of the WHA Group’s assets for this investment is THB 4,294.97 – 4,704.09 mm, the transaction price of THB 4,464.50 mm in range with the assets fair value which is evaluates by IFA

(2) Fairness of the transaction price regarding the appointment of WHA as the property manager

As mentioned in the comparison of advantages and disadvantages of entering into the transaction with the connected person as opposed to entering into the transaction with the third party with regards to the appointment of WHA as the property manager (as appears in Item 1.2.3 (2) of Section 1 of this report), the property management fees to be collected from WHA is fair and reasonable in the opinion of the REIT manager by considering the property management fees to be collected from WHART at this time with the property management fees of other property funds and of the Trust at present. Additionally, the property management fees at this time are calculated using the same criteria as the property management fees of the initial investmebt, the additional investment no. 1, no. 2, and no.3 of the Trust. Therefore, the IFA views that the property management fees to be collected by WHA is appropriate.

(3) Fairness of the transaction price regarding the offering for sale parts of trust units to WHA and/or WHA’s associated persons

As mentioned in the comparison of advantages and disadvantages of entering into the offering for sale parts of trust units to WHA and/or WHA’s associated persons as appears in Item 1.2.3 (3) of Section 1 of this report), the criteria of determination of the offering price of trust units offered to WHA and/or WHA’s associated persons is the same as the criteria of determination of the offering price of trust units offered to the existing trust unitholders and to the general public. Therefore, the IFA views that the offering for sale parts of trust units to WHA and/or WHA’s associated persons is appropriate.

(4) Fairness of the transaction price regarding the borrowings from financial institution who is the connected person with the trustee

As mentioned in the comparison of advantages and disadvantages of entering into the transaction with the connected person as opposed to entering into the transaction with the third party with regards to the borrowing from the financial institution who is the connected person of the Trustee (as appears in Item 1.2.3 (4) of Section 1 of this report), the key conditions of the loans proposed by the financial institution who is the connected person of the Trustee are not inferior to the conditions of the loans of other trusts that operate similar businesses. Therefore, the IFA views that the interest rate, including arranging fees, throughout the maturity of the loan contract, based on the consideration of the effective interest rate, is appropriate.

89 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

1.3.2 Reasonableness of the transaction conditions

(1) Reasonableness of the transaction conditions regarding the additional investment in assets which are the assets of WHA Group

The IFA considered the fairness of the conditions underlying the investment in the assets of WHA Group from the related draft agreements such as the draft sale and purchase agreement of land and buildings, the draft sale and purchase agreement of tools and equipment, the draft agreement for lease assets, draft mortgage agreement of land and buildings and the Undertaking Agreement of which the details are presented in Section 1 Item 1.1.2 of this report. The IFA views that the conditions underlying the investment in the assets of WHA Group are appropriate. This is because many conditions and/or requirements under these draft agreements regarding the investment in the assets of WHA are to protect the benefits of WHART in acquiring the assets at the conditions as agreed upon by both counterparties before entering into the transaction as well as to help WHART obtain benefits from this investment as intended which are acquiring assets with revenue generating capability so that the overall trust unit holders will subsequently benefit from the transaction. Some conditions and/or requirements are normal conditions underlying the sale and purchase of real estate assets and/or can be agreed upon mutually and voluntarily by counterparties of which they do not alter the benefits to WHART in anyway such as; o WHA agrees to pay rental fee for the unoccupied warehouses and rooftop as of the investment date of WHART during the period of 3 years for warehouses (excluding Central-WHA Wangnoi 63 project) and 25 years for rooftop starting from the investment date of WHART. In this regard, during such payment of rent period by WHA and/or the asset owner, WHART shall give first right to WHA or the asset owner and/or persons related to WHA to lease the leasable rooftop area before any third party for a period of no less than 25 years from the date that WHART will additionally invest in the asset, and such rental rate shall not be less than the rental rate that WHA currently pays to WHART. Additionally, WHA agrees to pay deposits under the lease and service agreements to guarantee the payment of such rental fees for these unoccupied lease areas. Moreover, in the case where the lease periods or the rental rates of the new tenants (who will replace WHA in such unoccupied lease areas of both warehouses and rooftop as of the investment date of WHART) are shorter than the remaining of 3 years or 25 years or less than the required rental rate, WHA agrees to be responsible for the rental fees or the portion of difference with the required rate until the end of the remaining lease period of both warehouses and rooftop. o On or before the ownership transfer date, WHA must transfer the assets which WHA warrants that such assets are free of encumbrances and/or are not under any enforcement of property rights or any disputes. Such assets must also have entrance and exit to public ways which are in good condition and suitable for the use of each project. Also, in case the buyer views that the condition of the leased assets are significantly damaged or flawed WHART has the rights to deny the lease of these assets until WHA has finished the correction of such damages or flaws within 30 days from the notifying date. Additionally, WHA shall transfer the rights and duties under the lease and service agreements related to the assets to be acquired as well as the deposits obtained from the tenants under the lease and service agreements to WHART. o WHART has the rights terminal the investment agreement in event that before or on the transfer date the investment assets receive significant damages or businesses of the trading assets significantly change in negative way. o WHART shall be responsible for the fees for the registration of rights and legal transactions. Meanwhile, WHA shall be responsible for special business tax, withholding corporate income tax, stamp duty and expenses related to the registration of the ownership transfer of the assets under this agreement from WHA to WHART as well as the expenses related to the transfer of the water and electricity meters from WHA to WHART in case the tenant does want to be the owener of the water and electricity meter. o WHA agrees not to compete with the business of WHART during the time it has a duty as property manager for the assets of WHART. In the event that WHA owns an asset within the 20 kilometer radius from the assets of WHART, WHA agrees to present the assets of WHART to potential clients first. o The agreement that WHA agrees to mortgage the land no. 134435 with the total stated area of 39-2- 72.8 rai which the land of WHA Rama 2 Km. 35 project including of other leased assets in relation to the project to WHART as the collateral for any liabilities or damages that may arise from requesting WHA to

90 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

comply with the condition concerning the right to extend the lease contract to WHART for another 30 years. As well as any liabilities or damages that may arise from WHA not complying with such condition concerning the right to extend the lease contract such as the loss of benefits from leasing out the assets, damages or compensations arising from such circumstances, etc.

In addition, when considering the conditions of the transaction as well as the expenses related to the investment in the 4 assets of WHA Group under this transaction in comparison to the initial investment in December 2014, the additional investment no. 1 in December 2015, the additional investment no. 2 in December 2016, and also the additional investment no. 3 in November 2017, the key conditions are similar or are made using the same basis such as; o Conditions under the Undertaking Agreement such as WHA agrees to pay the rental fees for the unoccupied lease areas of warehouses and rooftop as of the investment date of WHART for the period of 3 years and 25 years starting from the investment date of WHART, WHA shall not compete with the business of WHART and that WHA shall present the assets of WHART to the clients first (details as mentioned above), etc. o The fees and conditions underlying the appointment of WHA as the property manager for the assets of WHA Group under this transaction such as the performance evaluation and the scope of the property manager are made using the same basis as when appointing WHA as the property manager for the initial investment, the additional investment no. 1, no. 2, and no. 3 (details as mentioned above). Furthermore, the basis for determining the property manager fees (excluding VAT) is the actual amount of expenses incurred plus the fixed profit margin each year which shall not exceed 3% per annum of the net asset value of the Trust as specified in the Trust Deed. o The conditions under the sale and purchase agreement as well as the agreement to transfer the leasehold rights such as the responsibility of both WHART and WHA in paying expenses and taxes, duties and warranties of WHA to free the assets from any encumbrances and make them ready to be acquired by WHART, etc. In this regards, the ownership transfer fees and/or the registration fee for the transfer of leasehold rights shall be according to the requirement of related government officials of which the calculation result of these fees under this transaction may be different from those incurred during each capital increase due to the difference in the asset value under each transaction as well as the proportion of freehold and leasehold assets.

(2) Reasonableness of the transaction conditions regarding the appointment of WHA as the property manager for the additional investments in assets

The IFA has considered the fairness of the conditions underlying the appointment of WHA as the property manager for the assets of WHA Group that WHART will additionally acquire from the draft Property Manager Appointment Agreement as appeared in Section 1 Item 1.1.2 of this report. The IFA views that the conditions in the draft Property Manager Appointment Agreement will help WHART to smoothly manage and obtain benefits from the assets of WHA Group to be acquired under this transaction immediately after the transaction. Additionally, these conditions will help monitoring WHA to effectively perform its duties as the property manager for the best interest of the Trust. Also, these conditions and/or requirements are as same as those in the Property Manager Appointment Agreement for the assets that WHART acquired in the initial investment, the additional investment no. 1, no. 2, and no. 3 such as; o The property management fees shall not exceed 3% per annum of the net asset value of the Trust as specified in the Trust Deed (excluding VAT) and WHA is able to collect the supervising fees for supervising the improvement of buildings and the construction of real estate projects at not exceeding 2% of the construction value in the event that WHAREM assigns WHA to supervise the construction of additional new real estate projects and the improvement of other assets that are not acquired from WHA and/or the connected persons of WHA. o WHA agrees not to compete with the business of WHART during the time it has a duty as property manager for the assets of WHART. In the event that WHA owns an asset within the 20 kilometer radius from the assets of WHART, WHA agrees to present the assets of WHART to potential clients first.

91 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only) o The property manager fees shall include the minor repair or maintenance fees13, the insurance premium (except for the case when premium is unusually high than normal in which after the REIT manager and the trustee agree to such premium, WHART shall be responsible for only the incremental portion of the premium), common utilities fees, property tax, etc. o The performance of the property manager shall be considered every 3 years on the date WHART invested in the additional assets. The evaluation criteria for the performance of the property manager are the same as the criteria used for the initial investment, the additional investment no. 1, no. 2 and no. 3 Based on the aforementioned reasons, the IFA views that the conditions underlying the appointment of WHA as the property manager for the assets of WHA Group are appropriate.

(3) Reasonableness of the transaction conditions regarding the offering for sale parts of trust units to WHA and/or WHA’s associated persons

The important conditions for allocation of unit trust specific for WHA and/or WHA’s associated persons are comparable to the conditions for allocation of additional unit trust for the exisiting unitholders and common people. However, in the case that the additional unit trust is not completely allocated to current, there is the right as appropriate to allot the remaining trust units to the subscribers who are entitled to subscribe for the additional trust units from the offering to the existing trust unitholders. In this regard, the IFA views that the conditions for allocation of unit trust specific to WHA and/or WHA’s associated persons A are appropriate in order for WHA to comply with agreement to hold unit trust not lower than 15% of total unit trust to be issued and offered in this capital increase. However, unit trust holder should consider impact of Control Dilution in the case that the exisiting unit trust holders are not able to subscribe the additional unit trust to be issued and offered in public offering.

(4) Reasonableness of the transaction conditions regarding the borrowings from financial institution who is the connected person with the trustee

Given that the key conditions under the loan proposal from the financial institution who is the connected person of the Trustee are not inferior to the loan conditions of other trusts that operate similar businesses as the businesses of WHART. Additionally, the key conditions of this loan are similar to the conditions of the loans obtained by WHART from the financial institution who is the connected person of the Trustee for the additional investment in assets no.3 (as appeared in Item 1.2.3 (4) of Section 1 of this report) and WHART doesn’t need to provide any part of the additional assets to collaterals for such loan. Meanwhile, the conditions and/or other requirements are set up to be in compliance with the laws or related regulations and the related matters to be approved by the meeting of the trust unit holders of WHART. Therefore, the IFA views that the conditions of the loans from the connected person of the Trustee are appropriate.

13 Minor repair or maintenance fees such as cleaning fees, gardening fees, security fees, garbage disposal fees, maintenance fees for tools and equipment within the buildings that have no tenants and outside, etc.

92 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

Section 2 Summary of the opinion of the Independent Financial Advisor

Based on our analysis in relation to the appropriateness of the Transaction including the fairness of price and conditions of this investment. the IFA has the opinion towards the transaction as follows; o The investment in additional assets The IFA views that the investment in the additional assets which are the assets of WHA Group is appropriate because: 1. The investment in the assets with potential to generate income to WHART immediately after investment. This is because the average occupancy rate of the 4 projects as of the expected investment date is 94.29% (excluding the rooftop area). Moreover, WHA agrees to pay the rental fees to WHART for the unoccupied lease area (excluding Central-WHA Wangnoi 63 project which currently its leaseable area is fully occupied) for a period of 3 years for warehouses and offices and for a period of 25 years for rooftop starting from the investment date of WHART. Futhermore, the additional assets has income- generating capacity to WHART continuously in the future as there is weighted average lease expiry of 7.51 years since the expected investment date (excluding the undertaking by WHA and/or the asset owner in case there is no tenant at the expected investment and renewal period). Additionally, given the competitive advantage of the asset location, which is situated in the key industrial provinces of Thailand with transportation facilities, the assets are thus in high demand. As a result, WHART will have an opportunity to generate a continuous stream of rental and service income from these assets of WHA Group in the future, especially for WHA Rama 2 Km. 35 project whice located in the new area a part from the current assets of WHART, which can enhance WHART to decrease its concentration and increase the diversification. In the event that the occupancy rate and the rental rate of these assets are according to the business plan of WHART, the trust unit holders will have an opportunity to earn higher return from the investment in the trust units of WHART from its growing performance over the long run. 2. WHART will have greater amounts of assets and revenue earned from assets to enhance the confidence of the investors as well as the attractiveness of WHART. The higher demand of WHART’s trust units could also have a positive effect on trading price and liquidity of WHART’s trust units in the future. 3. The transaction price of WHA Group’s asset investment of not exceeding THB 4,464.50 million in range with the fair price estimated by the IFA using the Discounted Cash Flow approach, which is THB 4,294.97 – 4,704.09 million (Details of the fair price evaluation by IFA is illustrated in Section 1, item 1.3.1 of this report). 4. The forecasted yield to the trust unit holders in the first year after receiving the asset transfer from the additional investment in the assets of WHA Group will be THB 0.75 per unit (excluding the forecasted distribution from capital reduction at THB 0.04 per unit), which is comparable to the yield in the scenario where WHART does not invest in any additional assets (considering the income earned from only the current 20 assets of WHART), which will be THB 0.75 per unit (excluding the forecasted distribution from capital reduction at THB 0.05 per unit) 5. The conditions and/or requirements underlying the additional investment in the assets of WHA Group were made to protect the benefits of WHART in obtaining the assets at the conditions as agreed upon by the counterparties before entering into the transaction as well as to help WHART obtain benefits from this investment as intended which are acquiring assets with revenue generating capability so that the overall trust unit holders will subsequently benefit from the transaction and/or are normal conditions for the sale and purchase transaction and/or can be agreed upon mutually and voluntarily by counterparties of which they do not alter the benefits to WHART in anyway such as; WHA agrees to pay rental fee for the unoccupied warehouses and rooftop as of the investment date of WHART, WHA agrees to mortgage the land no. 134435 with the total stated area of 39-2-72.8 rai which the land of WHA Rama 2 Km. 35 project including of other leased assets in relation to the project to WHART as a security to guarantee the rights to extend the lease period of such assets for another 30 years, etc. In addition the key conditions of the transaction are similar or are made using the same basis of the investment in the initial investment, the additional assets no. 1, no. 2, and no. 3

However, the entering into the transaction has disadvantages and risks that the trust unit holders should consider prior to approving the transaction as follows;

93 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

1. WHART will have an increasing the burden of debts and interest expenses to financial institutions. In the event that WHART borrows loans from financial institutions at the maximum amount according to the resolution of the Board of Directors’ meeting of the REIT manager at not exceeding THB 1,780 mm which is equivalent to debt to total assets ratio of approximately 39.87% of the maximum investment price. The long term loan facilities, to be used as a part of the capital for the payment of the assets of WHA Group, shall not exceed 2 year which consist of facility 1 not exceeding 1 year and facility 2 not exceeding 1 year for the refinance of facility 1. However, WHART may consider to borrow from financial institution or issue bond to refinance the loan further. 2. The effect on the existing unitholders who have not exercised the rights to buy the newly-issued trust units as WHART will issue new trust units with the maximum amount of 299,180,000 units to partially finance the additional investment in the assets. In case that the all the existing unitholders do not exercise their rights, the control dilution effect is approximately 13.22% (Details is illustrated in Section 1, item 1.2.2 of this report). Besides if the price of the trust units offered is lower than the market price at that time, it may also cause the Price Dilution effect. 3. WHART might be unable to seek benefits from the assets of WHA Group as planned. This could be a result of risk factors associated with warehouse rental business. For example, inability to find new tenants for the unoccupied lease areas to replace WHA upon the end of the 3 year period for warehouses and 25 year period for rooftop, WHART cannot find the new tenants to replace the existing tenants, the existing tenants extend the lease contract with inferior rental rates and conditions etc. In the event that WHART is unable to seek benefits from the assets of WHA Group as planned, the level and continuity of income will be affected. As a result, WHART and the trust unit holders may not earn return from the investment in the assets of WHA Group as expected. 4. Risk associated with the loss of benefits from leasing out the assets in the event that WHART is unable to exercise the rights to extend the lease of the assets under WHA Rama 2 Km. 35 for another 30 years after the expiry of the first 30 years period due to whatever reasons. However, since WHA agrees to mortgage land no. 134435 with the total stated area of 39-2-72.8 rai which the land of WHA Rama 2 Km. 35 project including of other leased assets in relation to the project to guarantee the compliance of WHA to the condition under the lease contract which provides WHART the rights to extend the lease period. In case WHA does not comply with such condition, WHART is entitled to receive the maximum compensation equivalent to the damages occurred from not having the rights to extend the lease period. Therefore, the condition under the mortgage contract could help reducing the impact that may happen to WHART to a certain level. 5. Risks from loss of benefits and additional obligations in the case that the main rental contract or sublease contract of Project WHA-KPN Bangna-Trad km.23 is terminated or over before the end of sublease period. In addition, WHART is still subjected to risk similar to the main rental right and first sublease right. However, WHART is in negotiation with TopView Business Company Limited (“Landowner”), KPN Land Company Limited (“Main renter”) and WHA KPN Alliance (“First sub renter”) in order to gain the right to become the contract party directly with the Main renter in the case that the First sub renter defaults with the Main renter or become the contract party directly with the Landowner in the case that the Main renter defaults with the Landowner. In addition, WHART has policy to enter into investment for gaining the right of ownership via property rental. This means WHART must set procedures to mitigate or reduce risks that may occur to the Trust as a result from investment to gain the right of ownership via property sublease that lessor does not hold ownership such as setting up agreement for juridical act from related persons to ensure contract compliance and compensation to WHART or setting up terms and agreements that provide right for WHART to amend breach of contract directly with the owner and become the renter directly. If WHART can negotiate with the Landowner, the Main renter, and the First sublease for terms or agreements that can mitigate or reduce risks from the aforementioned policy, it will help reduce impact that may occur to WHART at a certain level. Nevertheless, WHART may be subjected to additional obligations if it must proceed with amendment of default or becoming the renter directly or the First sublease (case by case) in comparison to investment in ownership, investment in rental right, and investment in right for first sublease.

94 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

6. Create doubts towards WHAREM as the REIT manager, about the independency of WHAREM when involved as the REIT manager to negotiate the conditions of any transactions with WHA both in terms of purchase price and purchase conditions of additional assets. However, prior to the investment in such assets, WHAREM, as the REIT manager, has engaged advisors to perform due diligence on the information as well as the contracts related to assets and key equipment to be acquired. Meanwhile, the purchase prices of these additional assets are based on the appraisal prices evaluated by the two independent asset appraisers approved by the SEC. Furthermore, the entering into the connected transaction must go through the required procedures for entering into the connected transaction as specified in the operation manual. And also, the transaction must be approved by the Board of Directors of the REIT manager (excluding the votes of the interested directors) as well as by the trustee to ensure that the transaction is in accordance with the Trust Deed as well as related laws. These procedures will help maintaining the benefit of the Trust when entering into the transaction with connected person. When considering the benefits, disadvantages and risks that WHART will obtain from entering into the transaction and the reasonableness of the price and conditions above, the IFA views that the investment in the assets of WHA Group will benefit WHART and is appropriate. Therefore, the trust unit holders should approve the transaction. However, WHART will make additional investments only if the following keys conditions are fulfilled. 1. The company that owns the property has approval from Board Meeting and/or Shareholders’ Meeting (if necessary) of its company to sell, lease, or sublease the property (case by case) to WHART and has proceeded to prepare the property for investment by WHART. 2. There are no outstanding issues on legal status, registration for cancellation of business collateral, and release of land and building mortgages as security to banks or financial institutions. If there are outstanding legal issues or it is unable to proceed, WHAREM will disclose the risks in unit trust prospectus and filing for real estate investment that WHART will additionally invest as the fourth time. 3. The trustee has the opinion that the characteristics of the transactions are in accordance with Trust Deed, the related contracts, rules and regulations. 4. WHART’s unitholder’s meeting and the SEC must approved the capital increase of WHART, the borrowing from financial institution and other matters related to the additional investment transaction, which includes the connected transaction of WHART.

95 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

4. The conditions in the draft Property Manager Appointment Agreement will help WHART to smoothly manage and obtain benefits from the assets of WHA Group to be acquired under this transaction immediately after the transaction. Additionally, these conditions will help monitoring WHA to effectively perform its duties as the property manager for the best interest of the Trust. Also, these conditions and/or requirements are as same as those in the Property Manager Appointment Agreement for the assets that WHART acquired in the initial investment, the capital increase no. 1, no. 2 and no. 3. Meanwhile, the fees collected from the Property Manager is fair and reasonable according to the opinion of the REIT manager by considering the comparison of the property management fees to be collected from WHART at this time with the property management fees of other property funds as well as the property management fees collected from the trust at present.

When considering the benefits, disadvantages and risks that WHART will obtain from entering into the transaction and the reasonableness of the price and conditions above, the IFA views that the appointment of WHA as the property manager for the additional assets of WHA Group that WHART will invest will benefit WHART and is appropriate. Therefore, the trust unit holders should approve the transaction. o The offering for sale parts of trust units to WHA and/or WHA’s associated persons. The IFA views that the offering for sale parts of trust units to WHA and/or WHA’s associated persons is appropriate because: 3. It increases the confidence for investors as in each investment WHA agrees to hold unit trust not lower than 15% of total unit trust of WHART which has been issuing and offering for capital increase for 3 years since the date of investment of the trust. 4. Create the clarity in issuing and offering of unit trust and may help increase the opportunity for the issuing and offering in this time to become successful.

96 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only) o The borrowing of WHART for the additional investment The IFA views that the borrowing of WHART from the financial institution who maybe the connected person of the trustee is appropriate because; 1. The key conditions under the term sheet that WHAREM obtained from the financial institution who is the connected person of the trustee (such as interest rate, principal repayment, collateral) are normal borrowing conditions and not inferior to the conditions of the loans of other trusts that have similar business characteristics as WHART (based on the publicly disclosed information). Additionally, the key conditions are similar to the conditions under the loan facilities obtained from the financial institution who is the connected person of the trustee for the investment in assets no. 3 of WHART in the past (the comparison of the conditions under this loan term sheet with the conditions of WHART’s loans for the investment in additional assets no. 3 and the conditions of the loans of other trusts, which operate similar businesses, are presented in Section 1 Item 1.2.3 of this report). 2. WHART doesn’t need to provide any part of the additional assets to collaterals for such loan 3. To have an adequate source of funds for the investment in the assets of WHA Group according to expected time schedule. In addition, the negotiation and/or other processes related to the additional borrowings of WHART with the financial institution who is the connected person of the trustee could become smoother and quicker compared to obtaining the loans from other financial institutions that WHART never has transaction with before.

However, the entering into the transaction has disadvantages and risks that the trust unit holders should consider prior to approving the transaction as follows; 1. Create doubts towards the independence of the trustee who will act on behalf of the Trust in deciding on the loan proposals for the Trust and/or negotiating other conditions of the loan facilities to be obtained from the financial institution who is the connected person of the trustee. There might also be some doubts when there is a conflict between WHART and the lender, who is the connected person of the trustee. However, the trustee has to perform its duties with integrity and due care as professional for the best interest of the overall trust unit holders as well as to be in accordance with the Trust Deed with the trust and the related laws. Additionally, the entering into connected transaction must go through the required procedures for connected transaction as specified in the Trust Deed of the trust and related laws. These procedures will help maintaining the benefits of the Trust when entering into transactions with connected persons. 2. Have additional transactions with conflicted interests between the Trust and Trustee. Currently, WHART has long-term loans from the financial institution who is the connected person with the trustee at the amount of THB 2,247.10 mm (outstanding amount as of March 31, 2018). When considering the benefits, disadvantages and risks that WHART will obtain from entering into the transaction, the IFA views that the borrowing of WHART from the financial institution who maybe the connected person of the trustee will benefit WHART and is appropriate. Therefore, the trust unit holders should approve the transaction.

97 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

The decision to vote is solely dependable on the consideration and discretion of the unitholders. The unitholders should take into consideration the advantages, disadvantages, risks, limitations, and opinions expressed on consideration items of the Transaction as well as carefully consider the attached documents submitted to the unitholders along with the invitation letter to unitholders’ meeting so as to make the most appropriate decision.

Jay Capital Advisory Limited, as the Independent Financial Advisory of WHART, has performed the study and analysis with care in accordance with the professional standard and has provided the opinion based on the fair analysis of information by taking into consideration the benefits of all unitholders.

The opinion of the IFA is based on the information which has been received from WHAREM, WHA and Kasikornbank Public Company Limited as WHART’s financial advisor as well as interviews with the management, publicly available information and other relevant documents. The IFA assumes that all information received is truthful and correct. Therefore, if the said information is incorrect and/or is not truthful and/or has been significantly changed in the future, it will affect the opinion of the IFA. Therefore, the IFA is unable to certify or warrant the future impact that may arise to WHART and the unitholders. In addition, the opinion of the IFA is only to provide comments to the unitholders, and providing this opinion does not warrant the accomplishment of the transaction and any impact flowing from the transaction to the WHART.

This English report of the IFA’s opinion has been prepared solely for the convenience of foreign unitholders of the WHART and should not be relied upon as the definitive and official document. The Thai language version of the IFA’s opinion is the definitive and official document and shall prevail in all aspects in the event of any inconsistency with this English Translation.

Yours Sincerely,

-Ms. Jirayong Anuman-Rajadhon-

(Ms. Jirayong Anuman-Rajadhon) Managing Director Jay Capital Advisory Limited, the Independent Financial Advisor

98 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

Enclosure 1: Information of WHA Premium Growth Freehold and Leasehold Real Estate Investment Trust

1. General Information

1.1) Background of WHART

WHA Premium Growth Freehold and Leasehold Real Estate Investment Trust (“WHART”) was founded on 8 December 2014. WHART raised the capital of THB 3,107.90 million from issuing and offering trust units to investors during 1 - 4 December 2014 and made the initial investment in WHA Corporation Public Company Limited (“WHA”)’s assets. The initial investment was in 167,107.45 square meters of warehouse and distribution center space lease and in 74,617.34 square meters of rooftop space lease (for solar cell installation).All of these leases are located in WHA’s 3 projects, which are (1) WHA Ladkrabang Distribution Center Phase 1 and Phase 2, (2) WHA Mega Logistics Center (Bangna-Trad Km. 18) and (3) WHA Mega Logistics Center (Bangna - Trad Km. 23). WHART was registered in the Stock Exchange of Thailand (“SET”) on 18 December 2014.

In extraordinary general meeting 1/2015 on 13 July 2015, there was approval of its first capital increase and invested in 3 projects which are (1) WHA Chonlaharnphichit Km. 4 (2) WHA Wangnoi and (3) WHA Saraburi. The aggregate amount of the investment was THB 4,645.91 million (Excluding VAT and transfer fees) and WHART invested its first capital increase on 29 December 2015.

In extraordinary general meeting 1/2016 on 2 June 2016, there was approval of its second capital increase and invested in 2 projects which are (1) WHA Chonlaharnphichit Km. 5 and (2) WHA Ladkrabang. The aggregate amount of the investment was THB 4,190.00 million (Excluding VAT and transfer fees) and WHART invested its second capital increase on 7 December 2016.

In extraordinary general meeting 1/2017 on 12 July 2017, there was approval of the conversion of WHA Premium Factory and Warehouse Freehold and Leasehold Property Fund (“WHAPF”) into a trust whereby WHART Trust is the trust to support the conversion by receiving the transfer of the assets and liabilities of WHAPF Fund and issuing trust units in exchange of assets and liabilities which are 15 projects i.e. (1) Kao 1 and Kao 2 (2) Triumph (3) DKSH Consumer (4) DKSH 3M (5) DKSH Bang Pa-in (6) Ducati Phase 1 (7) Healthcare (8) Kao 3 (9) WHA Bangna-Trad Km. 19 (10) DSG Phase 1- 2 (11) Ducati Phase 2 (12) DKSH 3M Phase 2 (13) WHA Phan Thong (Chon Buri) (14) Air condition system in Healthcare project (15) DSG Phase 3. The swap of trust units of WHART Trust with units of WHAPF Fund was at the ratio of 1 unit of WHAPF per 1.0562 trust unit of WHART. Moreover, in the mentioned EGM meeting, there was approval of the additional investment after the conversion of WHAPF in 4 projects which are (1) WHA Chonlaharnphichit Km. 3 (2) WHA Bangna-Trad Km. 19 Phase 2 (3) WHA Lamlukka (4) Omada and WHART received the transfer of assets and liabilities and invested the additional assets completely on 29 November 2017.

The summary of WHART is as follows: Name of Trust : WHA Premium Growth Freehold and Leasehold Real Estate Investment Trust (“WHART”) REIT Manager : WHA Real Estate Management Company Limited (“WHAREM”) Property Manager : WHA Corporation Public Company Limited (“WHA”) Trustee : Kasikorn Asset Management Company Limited (“KAsset”) Life of REIT : Indefinite Registered capital : THB 18,215,102,679.43 Number of Trust : 1,963,977,172 units at the par value of THB 9.2746 Units Type of REIT : Non-redeemable trust unit from the trust unit - holders

99 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

1.2) Objective and the Structure of WHART

WHART was established to engage in transactions in capital market in accordance with relevant SEC notifications. The objectives of the Trust are to issue and offer securities and invest the capital in assets which would generate benefits by leasing, subleasing, provide services similar to leasing or services related to the rental or leased properties. Nevertheless, WHART will not operate or engage in the business itself such as a hotel or a hospital business and will not lease assets of the Trust to any person who may use these assets in a business that is against public morals or unlawful. The structure of WHART is illustrated in the diagram below.

The relevant parties who would involve in monitoring, supervising and managing WHART consist of (1) Trustee (2) REIT Manager (3) Property Manager. The details of each are as follows:

1. Trustee Name : Kasikorn Asset Management Company Limited Business Registration : 0105535048487 Number Date of Registration : 18 March 1992 Location : 400/22 Kasikorn Bank Building, 6th Floor, PhahonYothin Road, Samsen Nai, Phayathai, Bangkok, Thailand, 10400 Registered capital : THB 135,771,370 Nature and scope of : ▪ KAsset is a fund management and a trustee company business ▪ KAsset as WHART’s Trustee has duties to monitor, supervise and review the management of REIT manager over the Trust and do so with integrity and prudence as a professional with expertise. This includes overseeing assets allocation of the Trust, disclosing any information as specified in the Trust Deed and providing fair treatment for the best interests of the trust unitholders and in accordance with the relevant laws.

100 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

Major shareholders : Shareholding structure of KAsset as of 27 March 2018 Names of shareholders Shares % share 1. Kasikorn Bank PCL 27,154,272 100.00 2. Mr. Siripong Nandhasri 1 0.00 3. Ms. Saowaphak Pinijpichitkul 1 0.00 Total 27,154,274 100.00 Source: www.bol.co.th

2. REIT Manager Name : WHA Real Estate Management Company Limited Business Registration : 0115557007350 Number Date of Registration : 23 April 2014 Location : 1121 Moo 3, Thepharak Road, Thepharak, Muang, Samut Prakan, Thailand, 10270 Registered and paid- : THB 10,000,000 which consisted of 100,000 common shares at par value of THB up capital 100 per share Nature and scope of : WHAREM, as a REIT manager, is to manage the Trust and assets with roles and business responsibilities as specified in the Trust deed and the Property Manager Appointment Agreement. The examples include managing the performance of the Trust, setting investment strategy in acquiring and disposing assets, budgeting, managing investor relations, supervising the operations, maximizing the benefits from the assets by leasing or providing services related to lease and rental and allocating the proceeds to the Trust unit-holders. Major shareholders : Shareholding structure of WHAREM is as follows: Names of shareholders Shares % share 1. WHA Corporation Public Company Limited 99,997 99.997 2. Mr. Somyos Anantaprayoon 1 0.001 3. Miss.Jareeporn Jarukornsakul 1 0.001 4. Mr. Piyapong Pinthuprapa 1 0.001 Total 100,000 100.000 Source: WHART’s Form 56-1 in 2017 Board of Directors : Board of Directors of WHAREM is as follows: Name of Board of Directors Position 1. Mr. Kamthorn Tatiyakavee Chairman 2. Mr. Piyapong Pinthuprapa Director and Chief Executive Officer 3. Mr. Ratachai Teratanavat Independent Director Source: WHART’s Form 56-1 in 2017 Management : Management of WHAREM is as follows: Name of Executives Position 1. Mr. Piyapong Pinthuprapa Director and Chief Executive Officer 2. Mr. Thanapatr Anantaprayoon Asset Management Director 3. Miss Piyawan Laokosakul Senior Accounting and Operation Support Manager 4. Mr. Rachata Trachuwanich Investor Relation and Business Manager 5. Ms. Nawanrinee Sooviniswong Asset Operation Manager 6. Mr. Suphot Sutthiprapa Audit Compliance and Risk Management Manager Source: WHART’s Form 56-1 in 2017

101 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

3. Property Manager Name : WHA Corporation Public Company Limited Business Registration : 0107555000082 Number Date of Registration : 23 April 2012 Location : 1121 Moo 3, The pharak Road, Thepharak, Muang, SamutPrakan, Thailand, 10270 Registered capital : Registered Capital THB 1,567,773,018.60 with the paid-up capital totaled THB 1,432,630,019.10 which consisted of 1,432,630,019.10 shares at the par value of THB 0.10 per share Nature and scope of : WHA’s core businesses are: business (1) Business in development and property management which can be divided into four subcategories: 1.1) Properties development for rent and service business 1.2) Property for sale business 1.3) Real estate investment and management 1.4) Real estate investment trusts management (2) Industrial development business (3) Utilities & power provider business i.e. raw water, industrial water, industrial water and wasterwater treatment and into power business through joint ventures with both conventional fuel and alternative fuel power plants (4) Digital platform business which is included (1) Data center: Co-location (2) Fiber optic FTTx service (3) Rental/Leasing IT equipment and software (4) System integration service

In addition, WHA is appointed by WHART to be the property manager of the Trust whose roles and responsibilities are as follows: (1) maintain real estate properties and other assets in good condition and ready for service and manage for commercial benefits, including obtaining insurance and fulfilling its obligations (i.e. premium) (2) facilitate and provide convenience to Trustee, appraiser, and REIT manager in the real estate related matters (3) together with REIT manager, obtain the Trust license and/or other documents related to and necessary for the Trust to seek the benefits from real estate properties of the Trust in the lease or the rent and coordinate/negotiate with the lessees when entered into the lease or other agreements related to the real estate Major shareholders : Shareholding Structure of WHA as of 7 February 2018 is as follows: Names of shareholders Shares % share 1 Group of Mr.Somyos Anantaprayoon and Miss.Jareeporn Jarukornsakul WHA Holding Company Limited 1 3,629,083,491 25.33 Miss.Jareeporn Jarukornsakul 1,471,761,769 10.27 Mr. Somyos Anantaprayoon 1,032,666,723 7.21 Credit Suisse AG, Singapore Branch 2 321,473,360 2.24 Total 6,454,648,343 45.06 2 State Street Bank Europe Limited 1,541,731,285 10.76 3 Thai NVDR Company Limited 702,435,564 4.90 4 SCB Securities Co., Ltd 316,455,600 2.21 5 N.C.B. TRUST LIMITED-NORGES BANK 11 186,861,000 1.30 6 Group of Jarukornsakul Family Mr.Wut Jarukornsakul 130,000,000 2.11 Miss. Jaruwan Jarukornsakul 18,041,150 1.20 Mr. Anuwat Jarukornsakul 9,700,000 0.07 Ms. Patsanan Jarukornsakul 7,000,000 0.05 Ms. Wannakan Jarukornsakul 6,000,000 0.04 Ms. Malee Jarukornsakul 2,000,000 0.01

102 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

Mr. Teera Jarukornsakul 1,022,000 0.01 Total 173,763,150 1.21 7 Group of Cholkadeedamrongkul Family Mr. Sompong Cholkadeedamrongkul 58,756,700 0.41 held by Asset Plus Fund Management Mr. Sompong Cholkadeedamrongkul 46,334,800 0.32 Mrs. Warunee Cholkadeedamrongkul 36,300,000 0.25 Mr.Pongpat Cholkadeedamrongkul 1,000,000 0.01 Total 142,391,500 0.99 8 Mr.Sanchai Suksomchewin 155,000,000 1.08 9 Miss.Narinrat Sae-Eung 99,094,578 0.69 10 Ms. Chaleow Srichaiyawat 95,585,000 0.67 11 Other Minority Shareholders 4,457,997,171 31.12 Total 14,326,300,191 100.00 Remark 1 Shareholders of WHA Holding Company Limited consist of (1) Mr. Somyos Anantaprayoon holds 500,000 shares (50%) (2) Miss.Jareeporn Jarukornsakul holds 499,999 shares (50%) and (3) Miss. Jaruwan Jarukornsakul holds 1 share. 2 A securities company located in Singapore where stocks of Mr. Somyos Anantaprayoon and Ms. Jeeraporn Jarukornsakul are kept. Source: Form 56-1 in 2017 of WHA Board of Directors : Board of Directors of WHA as of 31 December 2017 is as follows: Name of Board of Directors Position 1. Mr. Somyos Anantaprayoon1 Chairman 2. Miss Jareeporn Jarukornsakul2 Vice Chairman 3. Mr. David Richard Nardone Vice Chairman 4. Mr. Vivat Jiratikarnsakul Director 5. Mr. Krailuck Asawachatroj Director 6. Mr. Jakrit Chaisanit Director 7. Mr. Arttavit Chalermsaphayakorn Director 8. Mr. Narong Kritchanchai Director 9. Mr. Somsak Boonchoyruengchai Director 10. Mr. Apichai Boontheeraworn3 Independent Director / Chairman of the Audit Committee 11. Mr. Somsak Pratomsrimek Independent Director / Audit Committee Member 12. Mrs. Kritsana Sukboonyasatit Independent Director / Audit Committee Member 13. Mr. Chanvit Amatamatucharti Independent Director Remark 1 Vacated from the position on 9 February 2018 according to being passed away 2 Appointed to be Chairman by approval in 1/2018 board meeting on 9 February 2018 3 Appointed to be Chairman of the Audit Committee by approval in 1/2018 Audit Committee meeting on 22 February 2018 Source: Form 56-1 in 2017 of WHA Management : Management of WHA as of 31 December 2017 is as follows: Name of Executives Position 1. Mr. Somyos Anantaprayoon1 Chairman of Executive Committee 2. Miss.Jareeporn Jarukornsakul2 Vice Chairman / CEO 3. Mr. David Richard Nardone Executive Committee Member 4. Mr. Vivat Jiratikarnsakul Executive Committee Member 5. Mr. Krailuck Asawachatroj Chief Strategic Officer 6. Mr. Jakrit Chaisanit Chief Operating Officer 7. Mr. Arttavit Chalermsaphayakorn Chief Financial Officer 8. Mr. Narong Kritchanchai Chief Legal Officer 9. Mr. Somsak Boonchoyruengchai Vice President of Accounting Department

103 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

Remark 1 Vacated from the position on 9 February 2018 according to being passed away 2Appointed to be Chairman of Executive Committee by approval in 1/2018 board meeting on 9 February 2018 Source: Form 56-1 in 2017 of WHA

1.3) Investment Policy of WHART

WHART is a trust that focuses on the investment in the real estate properties that generate stable income and/or securities and/or assets or seeking for commercial benefits by other means for benefits of trust unitholders. The investment policy is defined as stated below: 1. WHART will focus on the investment in warehouses, distribution centers, and factories or other properties in which the Trust may be able to invest. The investment value shall be appraised by the independent appraisers. Nevertheless, the actual invested values could differ from the appraised value as REIT manager and the property manager would set the offering prices of the trust units in consideration of the needs of the investors (book building), the market situations at the time, and the average expected returns of the investors. 2. WHART may consider investing in other properties other than the above mentioned areas in number 1 provided that REIT manager (WHAREM), after conducting a feasibility study and assessing relevant factors, sees that such investments would benefit the trust unit-holders. 3. WHART may consider investing in a company whose business objective is the same as that of the Trust provided that such investment comply with the following guidelines: ▪ WHART must hold no less than 99% of the total issued shares and no less than 99% of the voting right of the such company. ▪ WHART must demonstrate that there is a measure in place to ensure that Trustee and REIT manager would be able to manage and operate the business of such company in accordance with the Trust Deed, guidelines specified in the Notification No. Thor Jor. 49/2555, and other relevant notifications set by SEC in the similar manner where the Trust directly invest in main assets and equipment.

The details of WHART’s main invested assets are shown below:

The Main Invested Assets for Initial Investment of WHART (Invested on December 15, 2014)

(1) WHA Ladkrabang Distribution Center Phase 1 and Phase 2 Location : Klongsam Pravet Subdistrict, Ladkrabang District, Bangkok Asset : ▪ The freehold right to 1 land title deed (no. 38139) with the total area of 35 – 0 – 0.00 Description rais ▪ The freehold right to 2 buildings consisted of offices and warehouses with the total leasable area of 35,092.97 square meters ▪ The freehold right in the building constructions, assets which are parts of land, buildings, equipments, tools, and systems of the works and other related assets which are necessary for the beneficial use of the land, warehouse buildings and office of this project ▪ At 1 December 2017, building occupancy rate is 87.63% of total leasable building area Ages of the : The ages of the buildings are 6 years and 2 months with fixtures aged 3 years and 10 Buildings months (as of 1 December 2017)

(2) WHA Mega Logistics Center (Bangna-Trad Road km. 18) Location : Bang Chalong Subdistrict, Bang Plee District (Bang Plee Yai), Samutprakarn Asset : ▪ The leasehold right to 2 land title deeds (no. 666 and 38919) with the total areas of Description 74 – 2 – 67.00 rais. The agreement expires on 3 August 2041. ▪ The freehold right to 7 buildings (A, B, CD, EF, GH, I, J) consisted of warehouses and offices with the total leasable area of 72,179.48 square meters and the rooftop area (for solar cell installation) of 23,976.30 square meters

104 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

▪ The freehold right in the building constructions, assets which are parts of land, buildings, equipments, tools, and systems of the works and other related assets which are necessary for the beneficial use of the land, warehouse buildings and office of this project ▪ At 1 December 2017, building occupancy rate is 93.99% of total leasable building area and rooftop occupancy rate is 100% of total leasable rooftop area Ages of the : The ages of the buildings range from 5 years and 6 months to 6 years and 2 months. (as Buildings of 1 December 2017)

(3) WHA Mega Logistics Center (Bangna - Trad Road km. 23) Location : Bang Soathong Subdistrict, Bang Plee District (Bang Plee Yai), Samutprakarn Asset : ▪ The freehold right to 4 land title deeds (no. 18265, 8504, 5533 and 5534) with total Description areas of 65 – 0 – 21.90 rais ▪ The freehold right to 3 buildings consisted of warehouses and offices with total leasable areas of 59,835.00 square meters and total rooftop leasable areas (for solar cell installation) of 50,641.04 square meters ▪ The freehold right in the building constructions, assets which are parts of land, buildings, equipments, tools, and systems of the works and other related assets which are necessary for the beneficial use of the land, warehouse buildings and office of this project ▪ At 1 December 2017, building occupancy rate is 100.00% of total leasable building area and rooftop is still vacant Ages of the : The ages of the buildings range from 4 years and 3 months to 4 years and 9 months. (as Buildings of 1 December 2017)

The Main Invested Assets for the First Capital Increase (Invested on 29 December 2015)

(4) WHA Mega Logistics Center (Chonlaharnphichit Km. 4) Location : Bang Pla Subdistrict, Bang Phli District, Samutprakarn Asset : ▪ The freehold right to 1 land title deed (no. 110571) with total areas of 81 – 0 – 15.90 Description rais ▪ The freehold right to 5 buildings consisted of warehouses and offices with total leasable areas of 80,745.55 square meters and total rooftop leasable areas (for solar cell installation) of 68,384.20 square meters ▪ The freehold right in the building constructions, assets which are parts of land, buildings, equipments, tools, and systems of the works and other related assets which are necessary for the beneficial use of the land, warehouse buildings and office of this project ▪ At 1 December 2017, building occupancy rate is 86.42% of total leasable building area and rooftop is still vacant Ages of the : The ages of the buildings range from 3 years and 7 months to 4 years and 1 month. (as of Buildings 1 December 2017)

(5) WHA Mega Logistics Center (Wangnoi 61) Location : 245, 245/1, 264/2-8, Moo 4, Phahonyothin road (Thailand Route 1) km. 61, Sai Noi Subdistrict, Wang Noi District, Ayutthaya Asset : ▪ The leasehold rights to 3 land title deeds (no. 28892, part of 28895 and 28896) with Description the total areas of 69 – 0 – 16.00 rais under lease agreement of land dated 5 October 2011 and amendment agreement of mentioned lease agreement on 28 December 2011 which lease term is 30 years from 1 May 2012 to 30 April 2042 ▪ The freehold right to 5 buildings consisted of warehouses and offices with the total leasable areas of 61,182.00 square meters and the rooftop area (for solar cell installation) of 26,472.05 square meters

105 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

▪ The freehold right in the building constructions, assets which are parts of land, buildings, equipments, tools, and systems of the works and other related assets which are necessary for the beneficial use of the land, warehouse buildings and office of this project ▪ At 1 December 2017, building occupancy rate is 74.89% of total leasable building areas and rooftop occupancy rate is 40.92% of total leasable rooftop areas Ages of the : The ages of the buildings range from 3 years and 6 months to 4 years and 10 months. (as Buildings of 1 December 2017)

(6) WHA Mega Logistics Center (Saraburi) Location : Located on Hemaraj Saraburi Industrial Estate, Nong Pla Mo Subdistrict, Nong Khae District, Saraburi Asset : ▪ The freehold right to 2 land title deeds (no. 50692 and 50693) with total areas of 34 – Description 3 -12.00 rais ▪ The freehold right to 3 buildings consisted of warehouses and offices with total leasable areas of 32,986 square meters ▪ The freehold right in the building constructions, assets which are parts of land, buildings, equipments, tools, and systems of the works and other related assets which are necessary for the beneficial use of the land, warehouse buildings and office of this project ▪ At 1 December 2017, building occupancy rate is 48.14% of total leasable building area Ages of the : The ages of the buildings range from 3 years and 8.5 months to 4 years and 3 months. (as Buildings of 1 December 2017)

The Main Invested Assets for the Second Capital Increase (Invested on 7 December 2016)

(7) WHA Mega Logistics Center (Chonlaharnphichit Km. 5) Location : 888, 888/1-18 Moo 7, Thanon Luang 3 intersection (k.m.49+035)- Ban Bang Ka Si (Sor Por. 1011),Bang Pla Subdistrict, Bang Phli District, Samut Prakan Asset : ▪ The subleasehold right to 1 land title deed (no. 129645) with total areas of 66 – 2 – Description 85.00 rais. The agreement expires on 31 March 2045. ▪ The freehold right to 5 buildings consisted of warehouses and offices with total leasable areas of approximately 62,105.25 square meters, total rooftop leasable areas of approximately 50,143.60 square meters, and total parking lot areas of approximately 2,378.90 square meters ▪ The freehold right in the building constructions, assets which are parts of land, buildings, equipments, tools, and systems of the works and other related assets which are necessary for the beneficial use of the land, warehouse buildings and office of this project ▪ At 1 December 2017, building occupancy rate is 92.33% of total leasable building area, parking lot occupancy rate is 100.00% and rooftop is still vacant Ages of the : The ages of the buildings range from 3 years to 4 years and 1 month. (as of 1 December Buildings 2017)

(8) WHA Mega Logistics Center Project (Ladkrabang) Location : 7/1-17, Inland Container Depot Ladkrabang road, (IDC Road), Klongsam Pravej Subdistrict, Ladkrabang District, Bangkok Asset : ▪ The freehold right to 10 land title deeds (no. 1482, 42151, 42152, 42153, 42154, Description 44285, 44286, 44287, 45003 and 45005) with total areas of 99 -1 -51.00 rais ▪ The freehold right to building consisted of warehouse and office with total leasable areas of approximately 95,110.00 square meters, total rooftop leasable areas (for solar cell installation) of 59,986.30 square meters, and total parking lot areas of approximately 1,350.00 square meters

106 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

▪ The freehold right in the building constructions, assets which are parts of land, buildings, equipments, tools, and systems of the works and other related assets which are necessary for the beneficial use of the land, warehouse buildings and office of this project ▪ At 1 December 2017, building occupancy rate is 100.00% of total leasable building area, parking lot occupancy rate is 100.00% of total leasable parking lot areas and rooftop is still vacant Ages of the : The ages of the buildings range from 3 years and 3 months to 4 years and 8 months. (as Buildings of 1 December 2017)

The Main Invested Assets Transferred from WHAPF (Invested on 29 November 2017)

(9) Kao 1 and Kao 2 Projects Location : 111 and 111/1, Moo 4, Don Hua Lo Subdistrict, Mueang District, Chon Buri Asset : ▪ The freehold right to 4 land title deeds (no. 5914, 119813, 147436 and 147437) with Description total areas of 30 – 1 - 1.00 rais ▪ The freehold right to 2 buildings consisted of warehouses and offices with total leasable areas of 25,488.00 square meters ▪ The freehold right in the building constructions, assets which are parts of land, buildings, equipments, tools, and systems of the works and other related assets which are necessary for the beneficial use of the land, warehouse buildings and office of this project ▪ At 1 December 2017, building occupancy rate is 100.00% of total leasable building areas Ages of the : The ages of Kao 1 building are 8 years and 3 months and ages of Kao 2 building are 7 years Buildings and 10 months. (as of 1 December 2017)

(10) Triumph project (Formerly known as Primus) Location : Amata City Industrial Estate, Map Yang Phon Subdistrict, Pluak Daeng District, Rayong Asset : ▪ The freehold right to 1 land title deed (no. 3164) with total areas of 29 – 3 - 91.20 rais Description ▪ The freehold right to 1 factory and 1 office building with total leasable areas of approximately 14,320.80 square meters ▪ The freehold right in the building constructions, assets which are parts of land, buildings, equipments, tools, and systems of the works and other related assets which are necessary for the beneficial use of the land, warehouse buildings and office of this project ▪ At 1 December 2017, building occupancy rate is 100.00% of total leasable building areas Ages of the : The ages of the buildings are 7 years and 7 months old. (as of 1 December 2017) Buildings

(11) DKSH Consumer and DKSH 3M Location : Sisacharakhe Yai Subdistrict, Bang Sao Thong District (Bang Phli), Samut Prakan Asset : ▪ The leasehold rights and subleasehold rights to the plots of land where DKSH Description Consumer warehouse is located (DKSH 3M is also located on part of this land), a total of 10 land title deeds (no. 2813, 33043, 9025, 9026, 36752, 36753, 36754, 33044, 33045 and 33046), a total stated area of approximately 82 – 3 – 13 rais. The details are as follows; o The leasehold rights to land covered by title deed no. 33044, 33045 and 33046 with total stated area of 60 – 3 – 81.00 rais. The agreement expires on 8 December 2035

107 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

o The leasehold rights to a portion of land covered by title deed no. 2813 and 33043 with total stated area of 16 – 3 – 32.00 rais. The agreement expires on 9 January 2036 o The leasehold rights to a portion of land covered by title deed no. 33043 with total stated area of 0 – 1 – 68.00 rais. The agreement expires on 5 February 2039 o The subleasehold rights to a portion of land covered by title deed no. 9025, 9026, 36752, 36753 and 36754 with a total stated area of 5 – 0 – 0.00 rais. The agreement expires on 23 January 2036 ▪ The freehold rights to 2 buildings consisted of warehouses and offices with total leasable areas of 63,827.44 square meters ▪ The freehold right in the building constructions, assets which are parts of land, buildings, equipments, tools, and systems of the works and other related assets which are necessary for the beneficial use of the land, warehouse buildings and office of this project ▪ At 1 December 2017, building occupancy rate is 100.00% of total leasable building area Ages of the : The ages of DKSH Consumer building are 11 years and 1 month and ages of DKSH 3M Buildings building are 8 years and 4 months. (as of 1 December 2017)

(12) DKSH Bang Pa-in Location : Bang Pa-in Industrial Estate, Khlong Chik Subdistrict, Bang Pa-in District, Aytthaya Asset : ▪ The freehold right to 3 land title deeds (no. 35483, 35484 and 35485) with total areas Description of 30 – 2 - 53.00 rais ▪ The freehold right to building consisted of warehouse and office with total leasable areas of approximately 36,000.00 square meters ▪ The freehold right in the building constructions, assets which are parts of land, buildings, equipments, tools, and systems of the works and other related assets which are necessary for the beneficial use of the land, warehouse buildings and office of this project ▪ At 1 December 2017, building occupancy rate is 100.00% of total leasable building area Ages of the : The ages of the building are 20 years and 1 month. (as of 1 December 2017) Buildings

(13) Ducati Location : Amata City Industrial Estate, Free Zone, Map Yang Phon Subdistrict, Pluak Daeng District, Rayong Asset : ▪ The freehold right to 2 land title deeds (no. 22336 and 23081) with total areas of 10 Description – 0 - 52.70 rais ▪ The freehold right to building consisted of warehouse and office with total leasable areas of approximately 7,450.00 square meters ▪ The freehold right in the building constructions, assets which are parts of land, buildings, equipments, tools, and systems of the works and other related assets which are necessary for the beneficial use of the land, warehouse buildings and office of this project ▪ At 1 December 2017, building occupancy rate is 100.00% of total leasable building areas Ages of the : The ages of the building are 6 years and 7 months. (as of 1 December 2017) Buildings

(14) Healthcare

108 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

Location : Bang Chalong Subdistrict, Bang Phli (Bang Phli Yai) District, Samut Prakarn Asset : ▪ The freehold right to 5 land title deeds (no. 813, 23070, 29158, 29325 and 31292) Description with total areas of 47 – 0 - 66.00 rais ▪ The freehold right to 2 buildings consisted of factories and offices with total leasable areas of approximately 52,706.84 square meters ▪ The freehold right in the building constructions, assets which are parts of land, buildings, equipments, tools, and systems of the works and other related assets which are necessary for the beneficial use of the land, warehouse buildings and office of this project ▪ At 1 December 2017, building occupancy rate is 100.00% of total leasable building area Ages of the : The ages of the building are 10 years and 7 months. (as of 1 December 2017) Buildings

(15) Kao 3 Location : 111/2, Moo 4, Don Hua Lo Subdistrict, Mueang District, Chon Buri Asset : ▪ The freehold right to 2 land title deeds (no. 5893 and 5894) with total areas of 16 – 2 Description - 80.00 rais ▪ The freehold right to building consisted of warehouse and office with total leasable areas of 16,822.44 square meters ▪ The freehold right in the building constructions, assets which are parts of land, buildings, equipments, tools, and systems of the works and other related assets which are necessary for the beneficial use of the land, warehouse buildings and office of this project ▪ At 1 December 2017, building occupancy rate is 100.00% of total leasable building area Ages of the : The ages of the building are 5 years and 3 months. (as of 1 December 2017) Buildings

(16) WHA Mega Logistics Center (Bangna-Trad Rd.) Km. 19 (Excluding building C and M) Location : Moo 11, Bang Chalong Subdistrict, Bang Phli District, Samut Prakan Asset : ▪ The subleasehold right to 3 land title deeds (no. 689, 694 and 6415) with total areas Description of 71 – 0 - 5.50 rais transferred from WHA. The sub-lease agreement expires on 23 November 2041 ▪ The freehold right to 12 buildings consisted of warehouses, offices and factories (Building A, B, D, E, F, G, H, I, J, K, L and N excluding Building C and M) with total leasable areas of approximately 54,802.39 square meters and total parking lot areas of 2,597.00 square meters ▪ The freehold right in the building constructions, assets which are parts of land, buildings, equipments, tools, and systems of the works and other related assets which are necessary for the beneficial use of the land, warehouse buildings and office of this project ▪ At 1 December 2017, building occupancy rate is 100.00% of total leasable building area and parking lot occupancy rate is 100.00% of total parking lot areas Ages of the : The ages of the buildings range from 3 years and 9 months to 5 years and 6 months. (as Buildings of 1 December 2017)

(17) DSG Phase 1 and Phase 2 Location : Hemaraj Saraburi Industrial Land Saraburi, Nong Plamo Subdistrict and Bualoy Subdistrict, Nongkhae District, Saraburi Asset : ▪ The freehold right to 4 land title deeds (no. 1111, 1113, 21772 and 36396) with total Description areas of 48 – 0 - 26.50 rais

109 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

▪ The freehold right to building consisted of factory, office and warehouse with total leasable areas of 55,372.40 square meters ▪ The freehold right in the building constructions, assets which are parts of land, buildings, equipments, tools, and systems of the works and other related assets which are necessary for the beneficial use of the land, warehouse buildings and office of this project ▪ At 1 December 2017, building occupancy rate is 100.00% of total leasable building area Ages of the : The ages of DSG Phase 1 building are 5 years and 2 months and ages of DSG Phase 2 are Buildings 3 years and 10 months. (as of 1 December 2017)

(18) Ducati Phase 2 Location : Amata City Industrial Estate, Free Zone, Map Yang Phon Subdistrict, Pluak Daeng Distrcit, Rayong Asset : ▪ The freehold right to 2 land title deeds (no. 20261 and 22337) with total areas of 17 Description – 1 - 0.70 rais ▪ The freehold right to building consisted of factory and office with total leasable areas of 12,835.00 square meters ▪ The freehold right in the building constructions, assets which are parts of land, buildings, equipments, tools, and systems of the works and other related assets which are necessary for the beneficial use of the land, warehouse buildings and office of this project ▪ At 1 December 2017, building occupancy rate is 100.00% of total leasable building area Ages of the : The ages of the building are 4 years. (as of 1 December 2017) Buildings

(19) 3M Phase 2 Location : Bangna-Trad Road Km. 20, Sisacharakhe Yai Subdistrict, Bang Sao Thong District (Bang Phli), Samut Prakarn Asset : ▪ The freehold right to warehouse with total leasable areas of 9,195.00 square meters Description ▪ The freehold right in the building constructions, assets which are parts of land, buildings, equipments, tools, and systems of the works and other related assets which are necessary for the beneficial use of the land, warehouse buildings and office of this project ▪ At 1 December 2017, building occupancy rate is 100.00% of total leasable building area

Ages of the : The ages of the building are 4 years and 5 months. (as of 1 December 2017) Buildings

(20) WHA Mega Logistics Center (Pantong Chon Buri) Location : Moo 10, Pantong Subdistrict, Pantong District, Chon Buri Asset : ▪ The freehold right to 5 land title deeds (no. 18140, 21706, 2386 and 36035) with total Description areas of 39 – 0 - 18.00 rais ▪ The freehold right to 4 warehouses (Building A, B, C and D) with total leasable areas of approximately 38,565.00 square meters ▪ The freehold right in the building constructions, assets which are parts of land, buildings, equipments, tools, and systems of the works and other related assets which are necessary for the beneficial use of the land, warehouse buildings and office of this project

110 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

▪ At 1 December 2017, building occupancy rate is 69.57% of total leasable building areas Ages of the : The ages of the building are 4 years and 5 months. (as of 1 December 2017) Buildings

Other Invested Assets Transferred from WHAPF (Invested on 29 November 2017)

(21) Air condition system of Healthcare Location : In Healthcare Warehouse located on Km. 20, in-bound Bangna-Trad Highway, Sisacharakhe Yai Subdistrict, Bangsaothong District (Bang Phli Yai), Samut Prakarn Asset : ▪ The freehold rights to air conditioning system for use in the approximate total area of Description 7,800.00 square meters

(22) DSG Phase 3 Location : Hemaraj Saraburi Industrial Land Saraburi, Nong Plamo Subdistrict and Bualoy Subdistrict, Nongkhae District, Saraburi Asset : ▪ The freehold rights to building improvements and other related assets which are Description necessary for the beneficial uses of the DSG Phase 1-2 and consist of office, security guard station, weight station structure, pallet storage and garbage room

The Investment Assets for the Third Capital Increase (Invested on 29 November 2017)

(23) WHA Mega Logistics Center (Chonlaharnphichit Km. 3) Location : Bang Pla Subdistrict, Bang Phli District, Samut Prakan Asset : ▪ The leasehold right to 2 land title deeds (no. 106329 (partial) and 140154) with total Description areas of 50 – 0 – 46.25 rais and the leasehold period of 30 years from the investment date of WHART. WHA undertakes to give the right to extend the lease period to WHART for another 30 years ▪ The leasehold right to 5 buildings consisted of warehouses and offices with total leasable area of approximately 47,253.00 square meters, total leasable rooftop area (for solar rooftop installation) of approximately 37,303.80 square meters and total leasable parking area of approximately 2,340.00 square meters including other structures and assets of the project with a lease term of 30 years from the investment date of WHART. WHA undertakes to give the right to extend the lease period to WHART for another 30 years ▪ The freehold right in the building constructions, assets which are parts of land, buildings, equipments, tools, and systems of the works and other related assets which are necessary for the beneficial use of the land, warehouse buildings and office of this project ▪ At 1 December 2017, building occupancy rate is 76.29% of total leasable building areas and rooftop is still vacant Ages of the : The ages of the buildings range from 1 year and 2 months to 2 years and 5 months. (as of Buildings 1 December 2017)

(24) WHA Mega Logistics Center (Bangna-Trad Rd. Km. 19) (Building C and M) Location : Moo 11, Chalong Subdistrict, Bang Phli District, Samut Prakarn Asset : ▪ The freehold rights to 2 warehouses with office and factory (Building C and M) with a Description total leasable area of approximately 14,099.56 square meters ▪ The freehold right in the building constructions, assets which are parts of land, buildings, equipments, tools, and systems of the works and other related assets which are necessary for the beneficial use of the land, warehouse buildings and office of this project

111 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

▪ At 1 December 2017, building occupancy rate is 100.00% of total leasable building areas Ages of the : The ages of Building C and M are 4 years and 11 months. (as of 1 December 2017) Buildings

(25) WHA Mega Logistics Center (Lumlukka) Location : Lumlukka Subdistrict, Lumlukka District, Patum Thani Asset : ▪ The freehold right to 1 land title deed (no. 1346 (partial)) with total areas of 12 – 2 – Description 50.50 rais ▪ The freehold right to factory building and office with total leasable area of approximately 8,045.64 square meters and total leasable parking areas of approximately 4,124.00 square meters ▪ The freehold right in the building constructions, assets which are parts of land, buildings, equipments, tools, and systems of the works and other related assets which are necessary for the beneficial use of the land, warehouse buildings and office of this project ▪ At 1 December 2017, building occupancy rate is 92.33% of total leasable building areas and parking lot occupancy rate is 100.00% of total leasable parking lot areas Ages of the : The ages of the building are 1 year and 9 months. (as of 1 December 2017) Buildings

(26) Omada Aerospace Factory (Rayong) Location : Amata City Industrial Estate, Mabyaporn Subdistrict, Pluakdang District, Rayong Asset : ▪ The freehold rights to 2 land title deeds (no. 34269 and 39798) with total stated areas Description of 25 – 3 – 32.40 rais ▪ The freehold right to factory building with office with total leasable areas for phase 1 of approximately 16,469.00 square meters ▪ The freehold right in the building constructions, assets which are parts of land, buildings, equipments, tools, and systems of the works and other related assets which are necessary for the beneficial use of the land, warehouse buildings and office of this project ▪ At 1 December 2017, building occupancy rate is 100.00% of total leasable building areas Ages of the : The ages of the building are 1 year and 6 months. (as of 1 December 2017) Buildings

1.4) The Nature of the Trust in Seeking the Benefits

The Trust holds the ownership rights over the land, buildings including other structures, systems and fixtures and the control of the businesses and also holds the leaseholds of the land. The Trust will seek benefits from the assets by leasing the assets to the lessees. The Trustee, as a supervisor of the Trust, will hire REIT manager to manage and seek the commercial benefits from the assets through setting up investment policy and the strategies for the maximum advantages for the Trust. REIT manager will enter into lease agreements of such assets with the lessees. The terms and conditions of the lease are standardized and similar for any contracts with lessees. Moreover, REIT manager will hire property manager to manage the real estate properties of the Trust under the supervision of the REIT manager.

2. List of the Unitholders of WHART

As of 31 March 2018, WHART’s registered capital and paid-up capital trust unit totaled 1,963,977,172 units at the par value of THB 9.2746 per unit. The details of the unit-holders as of 18 May 2018 (the latest closing date of the Trust unitholders) are as follows:

112 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

The list of major unitholders of WHART as of 18 May 2018 Name Unit % 1. Social Security Office 387,428,422 19.73 2. WHA Corporation Public Company Limited 294,597,043 15.00 3. Government Pension Fund 122,660,052 6.25 4. Muang Thai Life Assurance PCL 111,813,863 5.69 5. Krungthai-AXA Life Insurance PCL 92,488,083 4.71 6. Government Savings Bank 61,553,873 3.13 7. Southeast Life Insurance PCL 56,308,721 2.87 8. Bangkok Life Assurance PCL 54,565,600 2.78 9. Thai Life Insurance PCL 46,543,904 2.37 10. Allianz Ayudhya Assurance PCL 42,585,075 2.17 Source: WHART

3. The Summary of Financial Position and Performance of WHART

The financial statements of WHART for the year ended 31 December 2015 – 2017 and for 3 months ended 31 March 2018 have been audited or reviewed by PricewaterhouseCoopers ABAS Company Limited with the details as follows:

The summary of WHART’s financial and performance information for the 2015 – 2017 and 3 months of 2018 WHART March 31, Statement of Financial Position 2015 2016 2017 2018 (Unit : THB million) Assets Investments at fair value 9,051.27 13,264.44 26,295.46 27,027.42 Cash and cash equivalents 260.43 285.66 787.13 335.43 Deferred expenses 179.41 246.30 356.94 333.08 Deferred income from operating lease 12.98 25.31 236.64 238.15 agreement Refundable VAT 74.16 61.10 89.72 75.43 Other assets 17.11 39.74 48.57 43.93 Total assets 9,595.35 13,922.55 27,814.46 28,053.44 Liabilities Unearned rental and service income 6.96 8.69 106.36 166.29 Deposits received from customers 239.89 373.34 882.44 879.90 Borrowing from financial institutions 2,629.30 3,845.62 7,506.85 3,491.77 Bond - - - 4,194.75 Accrued expenses 171.38 139.87 169.84 41.61 Other liabilities 5.44 14.03 49.65 52.90 Total liabilities 3,052.96 4,381.56 8,715.14 8,827.22 Net assets 6,542.39 9,540.99 19,099.32 19,226.22 Net assets represented by Capital received from unit-holders 6,502.73 9,466.65 18,927.08 18,904.50 Retained earnings 39.66 74.34 172.24 321.72 Net assets value 6,542.39 9,540.99 19,099.32 19,226.22 Net assets value per unit (Baht) 9.8876 9.8144 9.7248 9.7894

WHART March 31, Income Statement 2015 2016 2017 2018 (Unit : THB million) Rental and service income 332.15 708.93 1,079.37 504.71 Interest income 0.32 0.82 0.84 0.64 Total income 332.47 709.76 1,080.21 505.35 Management fee 3.47 15.14 23.30 10.59

113 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

WHART March 31, Income Statement 2015 2016 2017 2018 (Unit : THB million) Trustee fee 7.14 15.14 22.53 8.47 Registrar fee 1.42 3.11 4.19 1.30 Property management fee 2.84 10.10 21.70 11.47 Other expenses 38.63 70.27 104.52 44.24 Total expenses 53.51 113.76 176.24 76.06 Net investment income before financial 278.97 596.00 903.97 429.29 costs Interest expenses 62.33 120.81 176.31 141.89 Net investment income 216.63 475.18 727.67 287.40 Net gain (loss) from sale of investments 0.16 - 0.34 - Net unrealized gain (loss) from investment (97.93) (95.38) (49.50) 31.96 valuation Total net gain (loss) from investments (97.78) (95.38) (49.16) 31.96 Increase in net assets from operations 118.86 379.80 678.51 319.36 during fiscal year

WHART March 31, Statement of Cash Flows 2015 2016 2017 2018 (Unit : THB million) Net Cash flows from (to) operating activities (4,265.25) (3,593.26) (2,313.47) (273.85) Net Cash flows from (to ) financing activities 4,455.67 3,618.48 2,104.34 (177.85) Net increase in cash and cash equivalents 190.42 25.22 (209.12) (451.69)

WHART Significant financial ratios and financial March 31, 2015 2016 2017 Information 2018 (Unit : THB million) Net assets at the end of the period (THB 6,542.39 9,540.99 19,099.32 19,226.22 million) Ratios of total expenses to average net assets 1.59 1.69 1.59 0.40 during the period (%) Ratios of investment income to average net 9.85 10.54 9.73 2.63 assets during the period (%) Ratios of weighted average investment 137.36 61.76 114.88 0.10 purchases and sales during the period to average net assets during the period (%)* Weighted average net asset value during the 3,375.62 6,736.36 11,098.13 19,198.66 period (THB million) Note: * investment purchases and sales during the period are excluded cash in bank account and calculated by weighted average along existing duration during period

WHART’s Management Discussion and Analysis of WHART Financial Performance For the years 2015 - 2017 and the first quarter of 2018, WHART’s total income was THB 332.47 million, THB 709.76 million, THB 1,080.21 million and THB 505.35 million respectively, which consisted of 1) rental and service income of THB 332.15 million, THB 708.93 million, THB 1,079.37 million and THB 504.71 million respectively, or as 99.90%, 99.88, 99.92% and 99.87 of total income in each year respectively, and 2) the interest income of THB 0.32 million, THB 0.82 million, THB 0.84 million and THB 0.64 million, respectively, or as 0.10%, 0.12%, 0.08% and 0.13% of total income in each year respectively. For the incremental income of each year, most are caused from the WHART’s additional investment on assets in each year, as well as supporting in WHAPF’s conversion in 2017. WHART’s total expenses for the years 2015 - 2017 and the first quarter of 2018 were THB 53.51 million, THB 113.76 million, THB 176.24 million and THB 76.06 million respectively. Therefore, WHART’s net investment income before financial costs for the years 2015 - 2017 and the first quarter of 2018 was THB 278.97 million, THB 596.00 million, THB 903.97 million and THB 429.29

114 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only) million. After deducting interest expenses, WHART’s net investment income after financial costs for the years 2015 - 2017 and the first quarter of 2018 stood at THB 216.63 million, THB 475.18 million, THB 727.67 million and THB 287.40 million respectively.

For the years 2015 – 2017, WHART’s total net loss from investments was THB 97.78 million, THB 95.38 million and THB 49.16 million respectively, while ,in the first quarter of year 2018, WHART’s total net gain from investments was THB 31.96 million. The mentioned total net gain (loss) from investments was affected from net unrealized loss from investment valuation in each year, thus WHART’s net asset value is increased from operation among years 2015 – 2017 and the first quarter of year 2018 for THB 118.86 million, THB 379.80 million, THB 678.51 million and THB 319.36 million respectively.

Financial Position For the end of each three year 2015 – 2017 and at 31 March 2018, WHART’s total assets were THB 9,595.35 million, THB 13,922.55 million, THB 27,814.46 million and THB 28,053.44 million respectively. The majority of assets consisted of investments at fair value which were THB 9,051.27 million, THB 13,264.44 million, THB 26,295.46 million and THB 27,027.42 million respectively, or as 94.33%, 95.27%, 94.54% and 96.34% of total assets in each year respectively. Plus, WHART’s investments at fair value at the end of each three year 2015 – 2017 and 31 March 2018 comprised of 1) investment in properties for 6, 8, 21 and 20 projects respectively with the fair value of THB 8,970.98 million, THB 13,082.76 million, THB 25,948.85 million and THB 25,978.31 million respectively and 2) investment in Mutual Fund for the end of each three year 2015 – 2017 and at 31 March 2018 totaled THB 80.28 million, THB 181.69 million, THB 346.61 million and THB 1,049.11 million respectively. During the first quarter of 2018, WHART evaluated WHA Mega Logistics Center (Bangna-Trad Rd. Km. 19 excluding Building C and M) corresponding to WHA Mega Logistics Center (Bangna-Trad Km. 19 - Building C and M) which are located in the similar area. It affected that number of projects on 31 March 2018 deducted for 1 project.

For the end of each three year 2015 – 2017 and at 31 March 2018, WHART’s total liabilities were THB 3,052.96 million, THB 4,381.56 million, THB 8,715.14 million and THB 8,827.22 million respectively. The majority of liabilities consisted of 1) bond which at 31 March 2018 were THB 4,194.75 million or 47.52% of total liabilities, 2) borrowing from financial institutions, for the end of each three year 2015 – 2017 and at March 31, 2018, which were THB 2,629.30 million, THB 3,845.62 million, THB 7,506.85 million and THB 3,491.77 million respectively, or as 86.12%, 87.77%, 86.14% and 39.56% of total liabilities in each year respectively, and 3) deposits received from customers which were THB 239.89 million, THB 373.34 million, THB 882.44 million and THB 879.90 million respectively, or as 7.86%, 8.52%, 10.13% and 9.97% of total liabilities in each year respectively

WHART’s net asset for the end of each three year 2015 – 2017 and at 31 March 2018 totaled THB 6,542.39 million, THB 9,540.99 million, THB 19,099.32 million and THB 19,226.22 million respectively, comprised of 1) capital received from unit-holders which are THB 6,502.73 million, THB 9,466.65 million, THB 18,927.08 million and THB 18,904.50 million respectively, or as 99.39%, 99.22%, 99.10% and 98.33% of total net assets in each year respectively, and 2) retained earnings which were THB 39.66 million, THB 74.34 million, THB 172.24 million and THBTHB 321.72 million respectively or as 0.61%, 0.78%, 0.90% and 1.67% of total net assets in each year respectively.

Liquidity For years 2015 – 2016, WHART’s net cash and cash equivalents increased for THB 190.42 million and THB 25.22 million respectively, then, for year 2017 and the first quarter of 2018, cash and cash equivalents decreased for THB 209.12 million and THB 451.69 million. In 2015, WHART’s cash flows to operating activities was THB 4,265.25 million because of the investments in property at fair value of THB 4,662.98 million with net assets from operating activities during the fiscal year which increased for THB 118.86 million and cash consolidation items including accrued expenses increased for THB 155.04 million, net unrealized loss from investment valuation for THB 97.93 million and deposits received from customers increased for THB 82.67 million. WHART’s net cash flows from financing activities were THB 4,455.67 million because of cash received from unitholders amounted THB 3,508.80 million and cash received from borrowing from financial institutions amounted THB 1,350 million, but there were cash paid to trust unit-holders from capital reduction for THB

115 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

113.97 million, cash paid for trust units issuance for THB 104.07 million and cash paid for distribution payment for THB 85.90 million.

In 2016, WHART’s net cash flows to operating activities was THB 3,593.26 million because of the investments in property at fair value of THB 4,208.56 million with net assets from operating activities during the fiscal year which increased for THB 379.80 million and cash consolidation items including deposits received from customers increased for THB 133.45 million and net unrealized loss from investment valuation for THB 95.38 million. WHART’s net cash flows from financing activities were THB 3,618.48 million because of cash received from unitholders amounted THB 3,104.72 million and cash received from borrowing from financial institutions amounted THB 1,250 million, while there were cash paid for distribution payment for THB 345.13 million, cash paid to trust unit-holders from capital reduction for THB 140.80 million and cash paid for trust units issuance for THB 108.48 million.

In 2017, WHART’s net cash flows to operating activities was THB 2,313.47 million because of the investments in property at fair value of THB 3,107.25 million with net assets from operating activities during the fiscal year which increased for THB 678.51 million and cash consolidation items including accrued expenses decreased for THB 64.85 million, deposits received from customers increased for THB 52.36 million and net unrealized loss from investment valuation for THB 49.50 million. WHART’s net cash flows from financing activities were THB 2,104.34 million because of cash received from borrowing from financial institutions amounted THB 3,747.10 million, while there were cash paid for distribution payment for THB 580.61 million, cash paid back to borrowing from financial institutions for THB 513.70 million and cash paid for trust units issuance for THB 175.49 million.

For the first quarter of 2018, WHART’s net cash flows to operating activities was THB 273.85 million because of the investments in Mutual Fund at fair value of THB 700.00 million with net asset from operating activities during the period which increased for THB 319.36 million. And WHART’s net cash flows to financing activities were THB 177.85 million because of cash received from bond issuance for THB 4,200.00 million, cash paid back to borrowing from financial institutions for THB 4,120,00 million and cash paid for distribution payment for THB 169.88 million.

2. Industry Review

As the income from the investment in WHART comes from rent and services in the leasing business, warehouse and distribution centers, and leasable solar PV rooftop for generating commercial electricity for sales, the business operation of WHART has the direct correlation with the general economic situation as well as leasable factories and warehouses industry. The summary is as follows:

Economy of Thailand in 2017 According to information from Office of the National Economic and Social Development Board (“NESDB”) as of February 2018, Thai economy in 2017 grew by 3.9%, an improvement from its 2016 growth rate of 3.3%. This was due to the following factors. (1) Private consumption in 2017 grew by 3.2% due to improvement of total income base in economy, government’s economic stimulus measures, and improvement of consumer confidence index at 65.2 which was the highest index in 11 quarters. (2) Exports in 2017 grew by 9.7%, an increase from 2016 growth rate of 0.1%, which was the highest growth rate in 6 years. Export volumes grew by 5.9% and export prices grew by 3.6%. In Thai Baht, export value was THB 7,969 million which grew by 5.4%, an improvement from its 2016 growth rate of 3.1%. (3) Agricultural production in 2017 grew by 6.2%, an increase from 2016 decrease of 2.5%. According to information from Office of Agricultural Economics, the increase was a result of weather condition and water availability which were more favorable for agricultural production than 2016. In addition, it was also due to the economic improvement of trade partners such as ASEAN countries, Japan, China, United States of America, and the European Union.

116 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

(4) Transportation and communication in 2017 grew by 7.3%, an increase from 2016 growth of 4.1%, which was in line with the expansion of tourism industry and international trade activities. (5) Hotels and restaurant industry in 2017 grew by 8.5% as a result of the increase in revenue and numbers of international tourists and the increase of average domestic occupancy rate in 2017. (6) Industrial production grew by 2.5% as a result of the expansion of industry with export production, which was 30-60% of total production. This aligned with the improvement of economic conditions of trade partners. (7) Total investments grew by 0.9%. Private investment had growth rate of 1.7% in accordance to the production capacity expansion of private sector as a result from the increase in exports. Public investment decreased by 1.2% as a result of flooding and adjustment in government procurement.

In terms of overall industrial investment and investment promotion measures in 2017, according to information from The Thai Board of Investment (“BOI”), there were a total of 1,456 projects applying for investment promotion in 2017 with total investment amount of THB 641,890 million, an increase of 22% from 2016. Nevertheless, there were a total of 1,277 projects which were granted with investment promotion from BOI in 2017 with total investment amount of THB 625,080 million. The investment amount was lower in comparison to 2016 which had a total of 1,688 projects granted with investment promotion in a total investment amount of THB 861,340 million. For projects granted with investment promotion in 2017, projects in Central Region received the highest portion of investment in a total of 695 projects and total investment amount of THB 208,720 million. This was followed by projects in Eastern Region with a total of 419 projects and total investment amount of THB 305,920 million.

Thailand Economic Outlook in 2017

NESDB expects that economy of Thailand in 2017 has tendency to expand by 3.6 - 4.6% which is a continuous growth from 3.3% and 3.9% growth rates in 2016 and 2017, respectively. Export value in 2018 is expected to increase by 6.8%. Private consumption and private investment are expected to increase by 3.2% and 5.5%, respectively. General inflation rate is expected to be 0.9% - 1.9% with trade surplus of 7.8% from GDP. These are due to the factors which support economic expansion as follow. o The accelerated expansion of global economy will support continuous export growth and will result in apparent return of industrial production growth and overall economic expansion. o Momentum from government spending is still in positive level while public investment is increasing due to the following supporting factors (1) Supplementary expenditure budget of THB 150,000 million which comprises of expenditure for development of grassroots economy in the amount of THB 35,000 million, expenditure for area development through community process in the amount of THB 35,358 million, and expenditure for total agricultural reform in the amount of THB 30,000 million. (2) The increase of budget for investment expenditure under 2017 budget expenditure and the increase of budget for investment in state enterprises by 14.7% and 45.7%, respectively, in comparison to the increase of 2.8% and decrease of 2.1% in 2017, respectively. (3) Progress of major investment projects which are entering construction stage, resulting in acceleration of disbursement accordingly, o Private investment is clearly recovering and has tendency to expand in 2018 due to supporting factors from (1) Investment in industrial machinery has tendency to rise in which the investment is for production capacity expansion to meet increasing product demand in accordance to continuous improvement in exports. (2) Private investment in construction industry has tendency to increase in accordance to the more visible progress of government projects. (3) Confidence in investors and the business sector has improved with the increase in projects applying for investment promotion. o Major sectors that were economic drivers in 2017 have tendency to continuously expand including (1) Tourism sector (2) Export sector (3) Transportation sector which have tendency to expand in accordance to the improvement and upward trend of global economy and (4) Retail sector which has tendency to continuously expand in accordance to the improvement of household demand, growth in number of tourists, and trade activities related to production and exports.

117 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only) o Employment and income base of people in the economy have improved. Although employment in 2017 declined by 0.6% which resulted in the rise of unemployment rate from 1.0% in 2016 to 1.2% in 2017, employment condition in the last quarter of 2017 was in upward trend, in particular the employment in agricultural sector (67.9% of total employment) which consecutively increased by 1.7% and 0.5% in November and December, respectively. Furthermore, employment in 2018 has supporting factors from (1) Employment in agricultural sector has tendency to increase in accordance to increase of goods. (2) Industrial production is recovering with clearer growth and investment to expand production capacity which will absorb more labour in the economy and result in the improving trend of employment in industrial sector (16.2% of total employment) in 2018.

Warehouse rental market in 2017

According to the annual report of WHART for the year 2017 and the warehouse rental market research prepared by Knight Frank Chartered (Thailand) Co., Ltd. in February 2017, at the end of 2017, the supply of warehouse rental areas was 4,383,781 square meters, increased by 77,877 square meters from a total 2016 supply of 4,305,904 square meters. The new supply in 2017 was decreased when it is compared to the new supply in each year 2014 – 2016 of 910,504 square meters, 305,257 square meters and 476,736 square meters respectively.

5.00 0.48 0.08 4.00 0.31 0.91

3.00 0.53 0.31 4.31 2.00 3.83 3.52 2.61 2.08 1.00 1.77

0.00 2012 2013 2014 2015 2016 2017

Former Supply New Supply

Source: WHART’s Annual Report 2017

The majority of rental spaces are located in Samutprakarn province which was 1,528,960 square meters or represented 34.88% of total warehouse rental spaces. This is because Samutprakarn is a strategic location near Bangkok and many industrial estates. The location is also supported by convenient transportation facilities by ground, water, and air because it is near sea port, airport, and train station. Second, Chonburi province has total warehouse rental spaces of 967,706 square meters or represented 22.07% of total warehouse rental spaces. Chonburi is a strategic location because it locates many enormous industrial estates which are manufacturing bases of key industrial players in Thailand such as Petrochemical, Electronics, Food and other high value sectors such as Tourism and Real Estates. It is also close to important distribution centers such as Laem Chabang Deep Sea Port. Next are Ayutthaya, Bangkok, and Chachoengsao provinces which have total warehouse rental spaces of 427,922 square meters, 403,248 square meters, and 400,254 square meters, or represented 9.76%, 9.20%, and 9.13% of total warehouse rental spaces respectively. These provinces are the heart of Thailand economy and/or centrally located in Thailand, which is appropriate for effective warehousing and distributing of products to the North, the Northeast, Bangkok, and the South.

Rental Warehouse Demand and Supply Classified by Provinces in 2017

118 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

2017 Province Supply Demand Occupancy Rate (Square Meters) (Square Meters) (%) Samutprakarn 1,528,960 1,411,663 92.3 Chonburi 967,706 677,149 70.0 Chachoengsao 400,254 266,842 66.7 Ayutthaya 427,922 336,024 78.5 Bangkok 403,248 401,166 99.5 Rayong 211,166 127,971 60.6 Pathumthani 130,340 129,440 99.3 Saraburi 42,907 23,181 54.0 Samutsakorn 33,516 32,376 96.6 Khon Kaen 139,902 130,242 93.1 Lamphun 97,860 91,980 94.0 รวม 4,383,781 3,628,034 82.8

For the demand of rental warehouses, as at the end of 2017, total occupied warehouse spaces was approximately 3,628,034 square meters from a total supply of 4,383,781 square meters. Demand increased from 2016 by approximately 82,628 square meters. The occupancy rate for 2017 was 82.8%, increased from 2016 which was 82.3%. Bangkok has the highest occupancy rate of 99.5%. Then, occupancy rates of Pathumthani, Samutsakorn, Lumphun, Khon Kaen and Samutpakarn were 99.3%, 96.6%, 94.0%, 93.1% and 92.3% respectively.

The highest warehouse rental rate was seen in Samutpakarn and Bangkok provinces which was approximately THB 185 per square meters. Next is Pathumthani which had a rental rate of approximately THB 182 per square meters. In general, the warehouse rental rates in different locations vary depending on many factors such as warehouse conditions, ages of building, material used for special qualifications.

Projection of warehouse rental market in 2018 The progressive in setting up the Eastern Economic Corridor or EEC is estimated to benefit the warehouse for rent market which is interesting to investors in establishing many industrial estates in the Eastern Seaboard. Furthermore, there are various business which can get the benefits from EEC, for example, Logistic business as well as Infrastructure business. The expansion of various business will have positive effect to warehouse for rent market which situated in the eastern part of Bangkok, Suvarnnabhuni – Bangpakong until the Eastern Seaboard Area.

Plus, various infrastructure and logistic development project in the Eastern Economic Corridor includes Road Project which are the development of 3 routes of motorway, Bangkok – Chonburi, Pattaya – Maptaphut and Laem Chabang – Nakorn Ratchasima and the development in the area of Utapao, Maptaphut and the road along the beach (Rayong – Chonburi), Rail Projects which are the development of dual rail train (Chachoengsao – Klong 19 – Kang Koi), High Speed Train (Bangkok – Chonburi – Rayong) and the construction of Utapao Railway Station, Airport Projects which are the development of Utapao Airport to be the third commercial airport and to be aircraft maintenance center, air cargo center and logistic centre and, lastly, Port Projects which are the development of Satahip Port to be the ferry port which is connected from the sea in the Gulf of Thailand, the expansion of Laem Chabang Port. All of these developments will be benefit to the warehouse for rent market. Hence, it is estimated that the occupancy rate of the warehouse in the eastern part of Bangkok to the Eastern Seaboard Area is estimated to increase in the year 2018 due to the expansion of various business especially Automotive and Spare Part Industry, Genius Electronic Industry, Digital industry, Air craft Industry, Electrical Appliance Industry, Telecommunication Industry, Petrochemical Industry, Robot Industry and Food Innovation Industry.

119 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

Enclosure 2 Summary of the appraisal report of Central WHA Mega Logistics Center Wangnoi 63 by the Independent Appraiser

In this transaction, Central WHA Alliance has hired 2 independent asset appraisers approved by the SEC for valuing assets of Central WHA Mega Logistics Center Wangnoi 63. The details are as follow: 1) Grand Asset Advisory Co., Ltd. (“GRAND”) to appraise the asset as of March 1, 2018. The purpose is to determine the market value of property, for public purpose. 2) SouthEast Asia International Co., Ltd. (“SEAI”) to appraise the asset as of March 1, 2018. The purpose is to know the current market value, for public purpose.

The result of the appraisal value of assets on each item by GRAND and SEAI are summary of details as follow:

1) Summarized Appraisal Report of Central WHA Mega Logistics Center Wangnoi 63 by GRAND

GRAND evaluates the asset value based on the Income Approach using Discounted Cash Flow to determine the value of the asset and Cost Approach to review the value of the assets. GRAND views that the Discounted Cash Flow method has taken into account the ability of warehouse rental including office to generate cash in the future, which can be used to define the asset value. GRAND prepares the projection for 30 years by estimating future income of the asset and deducting the expenses expected to incur from the operation of the project in order to find net cash flow in each year, then use Capitalization Rate to consider cash flow in the last year of projection in case of the asset disposal by determining the factors such as risk level, cash flow stability, and expected rate of return in investment and use Discount Rate to find the value of the asset at WHART’s expected investment date (1 Januarry 2019). In this appraisal, GRAND analyzed and had taken into consideration factors that could affect the operation of the project such as the overall economic condition, competitive landscape, analysis of the performance of the appraised asset, the prediction of business direction in the present and future as well as the factors that affect the price of asset. Appraisal results from Income Method using Discounted Cash Flow method are as follows; a) Lease rate assumption ▪ Warehouse space GRAND estimates the average lease rate by referring to the current lease and service rate on the contract and specified in the agreements and estimates rate after the expiration of the contract by referring to market rate from the survey of the nearby warehouses. The lease and service rate depends mainly on location, the reputation of the project, the building structure and its condition. The rate could be adjusted higher or lower as deemed appropriated based on factors. The lease rate is increased on average of 3.00% annually until the end of projected period. b) Occupancy rate assumption GRAND assumes the rate to be 100.00% during rental period according to the lease agreements and 95.00% after the lease agreements end to the end of the projected period. c) Costs and expenses assumption Costs for the operation Details Real estate management fees Based on the information received from Central WHA Allaiance, the costs include the management fees, the cleaning and gardening fees for the shared facility, the security fees, insurance premium, brokerage fees, and other maintenance fees. Repair and maintenance 1.00% of the total income expenses Future improvement expenses 1.00% of the total income

120 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only) d) Discount rate assumption GRAND considers the discounted rate based on the ability to generate revenue stream, the expenses, competitors, economic conditions, trends in market competition (both demand and supply side), and the returns on the investment, as well as the risk-free returns. The discount rate is estimated at 9.25% based on the return on investment in government bond of approximately 2.50%, plus risk premium from investment in the project of around 6.75%. e) Capitalization rate assumption GRAND determines the capitalization rate to be 7.25% for considering the assets in the end of projected period in case of the asset disposal based on location, asset conditions, economic conditions, and trends in the future. GRAND sets the asset disposal expenses to be 1.50% of the value of land and building in the end of 2048.

Based on the above assumptions for the evaluation of Central WHA Mega Logistics Center Wangnoi 63 using the Discounted Cash Flow Method, GRAND estimates that the value of the said project is THB 2,198.00 million at WHART’s investment date (expected on 1 January 2019).

2) Summarized Appraisal Report of Central WHA Mega Logistics Center Wangnoi 63 by SEAI

SEAI evaluates asset value based on Income Approach using Discounted Cash Flow Method and Cost Approach to review the value of the assets. SEAI views that Income Method using Discounted Cash Flow Method is appropriate to evaluate the asset by reviewing and realizing several factors such as legal rights, asset specification, asset utilization and market conditions. SEAI estimates the projection for 23 years by projecting future income generated from the asset and deducting the related expenses expected to occur from the operation of the project in order to find net cash flow in each year, then use Capitalization Rate to consider cash flow in the last year of projection in case of the asset disposal by determining the economic conditions and operation risk. Subsequently, the cash flows are discounted back to the present value using the Discount Rate to find the value of the asset at WHART’s expected investment date (1 January 2019). Appraisal results of the aforementioned approach are detailed as follows; a) Lease rate assumption ▪ Warehouse space SEAI estimates the lease rate by referring to the current lease and service rate specified in the lease agreements and estimates rate after the expiration of the contract by referring to market rate from the survey of the nearby warehouses. The lease and service rate depends mainly on location, building conditions and capabilities, public utilities and other rental conditions. The lease rate will increase on average of 10.00% every 3 years. b) Occupancy rate assumption SEAI assumes the rate to be 100.00% during rental period according to the lease agreements and 95.00% after the lease agreements end to the end of the projected period. c) Costs and expenses assumption Costs for the operation Details Real estate management fees Based on the information received from Central WHA Allaiance. Repair and maintenance expenses 1.00% of the total income Future improvement expenses 1.00% of the total income

121 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only) d) Discount rate assumption SEAI estimates the rate based on the ability to generate income, market competition, and the risk-free returns. The discount rate is estimated to be 9. 00 % based on the return on investment in 22-year government bond which is 3.1817% plus risk premium corresponding to type of business, management as well as market and economic condition. f) Capitalization rate assumption SEAI determines the capitalization rate to be 7.00% for considering the assets in the end of projected period in case of the asset disposal based on economic conditions and operation risk. SEAI sets the asset disposal expenses to be 3.00% of the value of land and building in the end of 2041.

From the above assumptions for the evaluation of Central WHA Mega Logistics Center Wangnoi 63 using the Discounted Cash Flow Method, SEAI estimates that the value of land and building of the said project at WHART’s investment date (expected on 1 January 2019) is THB 2,234.00 million.

Summarized Appraisal Results of Central WHA Mega Logistics Center Wangnoi 63 by GRAND and SEAI

Summary Table: Summarized Appraisal Results of Central WHA Mega Logistics Center Wangnoi 63 as at WHART’s investment date using Discounted Cash Flow Method by GRAND and SEAI Appraised value by Income Approach using Discounted Cash Flow Method as at WHART’s Appraised asset investment date (January 1, 2019) Value estimated by Value estimated by GRAND SEAI Ownership on land for 3 title deed with the area of 96 THB 2,198.00 million THB 2,234.00 million – 1 – 44 rai including buildings and other assets to be a part of land and building Remark The appraised values of Central WHA Mega Logistics Center Wangnoi 63 based on Cost Method by GRAND and SEAI as at asset appraise date (March 1, 2018) are THB 1,537.90 million and THB 1,531.12 million respectively.

The IFA Opinion on the Appraisal Reports of Central WHA Mega Logistics Center Wangnoi 63 by the Independent Asset Appraisers In pursuant to the appraisal reports of Central WHA Mega Logistics Center Wangnoi 63 by GRAND and SEAI, both appraisers employ the similar approach as their appraisal criterion, the Income Approach using Discounted Cash Flow method. The IFA considers such approach appropriate to evaluate income generating asset under certain assumptions that the future income could vary according to market condition and considers it suitable for current asset condition, which is a warehouse for rent. Therefore, the IFA applies the appraised values evaluated by the 2 independent asset appraisers in determining fair value of asset of Central WHA Mega Logistics Center Wangnoi 63, which are THB 2,198.00 million and THB 2,234.00 million respectively.

122 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

Enclosure 3 Summary of the appraisal report of WHA-KPN Mega Logistics Center Bangna-Trad Km. 23 by the Independent Appraiser

In this transaction, WHA KPN Alliance has hired 2 independent asset appraisers approved by the SEC for valuing assets of WHA-KPN Mega Logistics Center Bangna-Trad Km. 23. The details are as follow: 1) Grand Asset Advisory Co., Ltd. (“GRAND”) to appraise the asset as of March 1, 2018. The purpose is to determine the market value of property, for public purpose. 2) SouthEast Asia International Co., Ltd. (“SEAI”) to appraise the asset as of March 1, 2018. The purpose is to know the current market value, for public purpose.

The result of the appraisal value of assets on each item by GRAND and SEAI are summary of details as follow:

1) Summarized Appraisal Report of WHA-KPN Mega Logistics Center Bangna-Trad Km. 23 by GRAND

GRAND evaluates the asset value based on the Income Approach using Discounted Cash Flow to determine the value of the asset and Cost Approach to review the value of the assets. GRAND views that the Discounted Cash Flow method has taken into account the ability of warehouse rental including office to generate cash in the future, which can be used to define the asset value. GRAND prepares the projection for 25 years and 2 days by estimating future income of the asset and deducting the expenses expected to incur from the operation of the project in order to find net cash flow in each year, then discount back to the present value using the Discount Rate to find the value of the asset at WHART’s expected investment date. In this appraisal, GRAND analyzed and had taken into consideration factors that could affect the operation of the project such as ability to generate income, expenses, competitors, overall economic condition, market competition trend, rate of return on this investment, and risk-free return. Appraisal results from Income Approach using Discounted Cash Flow method are as follows; a) Lease rate assumption ▪ Warehouse space GRAND estimates the average lease rate by referring to the current lease and service rate on the contract and specified in the agreements and estimates rate after the expiration of the contract by referring to market rate from the survey of the nearby warehouses. The lease and service rate depends mainly on location, the reputation of the project, the building structure and its condition. The rate could be adjusted higher or lower as deemed appropriated based on factors. The lease rate is increased on average of 3.00% annually until the end of projected period. ▪ Rooftop of the warehouse space GRAND estimates the rate by referring to the conditions which stated that WHA and WHA KPN Alliance agreed pay to WHART for the vacant space that has not been rented for 25 years. The rate will increase by 10.00% every 5 years as specified in the agreement made among WHART, WHA and WHA KPN Alliance. b) Occupancy Rate GRAND assumes the rate to be 100.00% during rental period according to the lease agreements and 95.00% after the lease agreements end to the end of the projected period. c) Costs and expenses assumption Costs for the operation Details Real estate management Based on the information received from WHA KPN Alliance, the costs fees include the management fees, the cleaning and gardening fees for the shared facility, the security fees, insurance premium, brokerage fees, and other maintenance fees. Repair and maintenance 1.00% of the total income (Excluding rental income from rooftop of the expenses warehouse space)

123 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

Costs for the operation Details Future improvement 1.00% of the total income (Excluding rental income from rooftop of the expenses warehouse space) d) Discount rate assumption GRAND considers the discounted rate based on the ability to generate revenue stream, the expenses, competitors, economic conditions, trends in market competition both demand and supply side, and the returns on the investment, as well as the risk-free returns. The discount rate is estimated at 10.00 % based on the return on investment in government bond of approximately 3.00%, plus risk premium of 7.00%.

Based on the above assumptions for the evaluation of WHA-KPN Mega Logistics Center Bangna-Trad Km. 23 using the Discounted Cash Flow Method, the value of land and building of project is THB 863.00 million at WHART’s investment date (expected on 1 January 2019).

2) Summarized Appraisal Report of WHA-KPN Mega Logistics Center Bangna-Trad Km. 23 by SEAI

a) Lease rate assumption ▪ Warehouse space SEAI estimates the lease rate by referring to the current lease and service rate specified in the lease agreements and estimates rate after the expiration of the contract by referring to market rate from the survey of the nearby warehouses. The lease and service rate depends mainly on location, building conditions, public utilities and other rental conditions. The lease rate will increase on average of 10.00% every 3 years. ▪ Warehouse rooftop space SEAI estimates the rate for warehouse rooftop space for 25 years. The rate will increase by 10.00% every 5 years.

b) Occupancy rate assumption SEAI assumes the rate to be 100.00% during rental period according to the lease agreement and 95.00% after the lease agreements end to twentieth second year, then be 90.00% for the rest of the projected period.

c) Costs and expenses assumption Costs for the operation Details Real estate management fees Based on the information received from WHA KPN Alliance Repair and maintenance expenses 1.00% of the total income (Excluding rental income from rooftop of the warehouse space) Future improvement expenses 1.00% of the total income (Excluding rental income from rooftop of the warehouse space)

d) Discount Rate assumption SEAI estimates the rate based on the location of the asset, the ability to generate income, market competition, and the risk-free returns. The discount rate is estimated to be 10.00% based on the return on investment in government bond of approximately 3.45%, plus risk premium corresponding to type of business, management as well as market and economic condition.

124 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

From the above assumptions for the evaluation of WHA-KPN Mega Logistics Center Bangna-Trad Km. 23 using the Discounted Cash Flow Method, SEAI estimates that the value of the said project at WHART’s investment date (expected on 1 January 2019) by SEAI is THB 853.60 million.

Summarized Appraisal Results of WHA-KPN Mega Logistics Center Bangna-Trad Km. 23 by GRAND and SEAI

Summary Table: Summarized Appraisal Results of WHA-KPN Mega Logistics Center Bangna-Trad Km. 23 as at WHART’s investment date using Discounted Cash Flow Method by GRAND and SEAI Appraised value by Income Approach using Discounted Cash Flow Method as at WHART’s Appraised asset investment date (January 1, 2019) Value estimated by Value estimated by GRAND SEAI Subleasehold with the area of 43–3–0.00 rai including THB 863.00 million THB 835.60 million buildings and other assets to be a part of land and building Remark The appraised values of WHA-KPN Mega Logistics Center Bangna-Trad Km. 23 based on Cost Method by GRAND and SEAI as at asset appraise date (March 1, 2018) are THB 584.50 million and THB 685.34 million respectively.

The IFA Opinion on the Appraisal Reports of WHA-KPN Mega Logistics Center Bangna-Trad Km. 23 by the Independent Asset Appraisers In pursuant to the appraisal reports of WHA-KPN Mega Logistics Center Bangna-Trad Km. 23 by GRAND and SEAI, both appraisers employ the similar approach as their appraisal criterion, the Income Approach using Discounted Cash Flow method. The IFA considers such approach appropriate to evaluate income generating asset under certain assumptions that the future income could vary according to market condition and considers it suitable for current asset condition, which is a warehouse for rent. Therefore, the IFA applies the appraised values evaluated by the 2 independent asset appraisers in determining fair value of asset of WHA-KPN Mega Logistics Center Bangna-Trad Km. 23, which are THB 863.00 million and THB 835.60 million respectively.

125 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

Enclosure 4 Summary of the appraisal report of WHA Mega Logistics Center Rama 2 Km. 35 (Phase 1) by the Independent Appraiser

In this transaction, WHA has hired 2 independent asset appraisers approved by the SEC for valuing assets of WHA Mega Logistics Center Rama 2 Km. 35 (Phase I). The details are as follow: 1) Grand Asset Advisory Co., Ltd. (“GRAND”) to appraise the asset as of March 1, 2018. The purpose is to determine the market value of property, for public purpose. 2) SouthEast Asia International Co., Ltd. (“SEAI”) to appraise the asset as of March 1, 2018. The purpose is to know the current market value, for public purpose.

The result of the appraisal value of assets on each item by GRAND and SEAI are summary of details as follow:

1) Summarized Appraisal Report of WHA Mega Logistics Center Rama 2 Km. 35 (Phase 1) by GRAND

GRAND evaluates the asset value based on the Income Approach using Discounted Cash Flow to determine the value of the asset and Cost Approach to review the value of the assets. GRAND views that the Discounted Cash Flow method has taken into account the ability of warehouse rental including office to generate cash in the future, which can be used to define the asset value. GRAND prepares the projection for 60 years by estimating future income of the asset and deducting the expenses expected to incur from the operation of the project in order to find net cash flow in each year, then discount back to the present value using the Discount Rate to find the value of the asset at WHART’s expected investment date. In this appraisal, GRAND analyzed and had taken into consideration factors that could affect the operation of the project such as ability to generate income, expenses, competitors, overall economic condition, market competition trend, rate of return on this investment, and risk-free return. Appraisal results from Income Approach using Discounted Cash Flow method are as follows; a) Lease rate assumption ▪ Warehouse space GRAND estimates the average lease rate by referring to the current lease and service rate on the contract and specified in the agreements and estimates rate after the expiration of the contract by referring to market rate from the survey of the nearby warehouses. The lease and service rate depends mainly on location, the reputation of the project, the building structure and its condition. The rate could be adjusted higher or lower as deemed appropriated based on factors. The lease rate is increased on average of 3.00% annually until the end of projected period. ▪ Rooftop of the warehouse space GRAND estimates the rate by referring to the conditions which stated that WHA agreed pay to WHART for the vacant space that has not been rented for 25 years. The rate will increase by 10.00% every 5 years as specified in the agreement made between WHART and WHA. b) Occupancy Rate GRAND assumes the rate to be 100.00% during rental period according to the lease agreements and 95.00% after the lease agreements end to the end of the projected period. c) Costs and expenses assumption Costs for the operation Details Real estate management Based on the information received from WHA, the costs include the fees management fees, the cleaning and gardening fees for the shared facility, the security fees, insurance premium, brokerage fees, and other maintenance fees. Renewal Rental THB 50.00 million paid in thirtieth year of projected period. Agreement Fee Repair and maintenance 1.00% of the total income (Excluding rental income from rooftop of the expenses warehouse space)

126 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

Costs for the operation Details Future improvement 1.00% of the total income (Excluding rental income from rooftop of the expenses warehouse space) d) Discount rate assumption GRAND considers the discounted rate based on the ability to generate revenue stream, the expenses, competitors, economic conditions, trends in market competition both demand and supply side, and the returns on the investment, as well as the risk-free returns. The discount rate is estimated at 9.50 % based on the return on investment in government bond of approximately 3.00%, plus risk premium of 6.50%.

Based on the above assumptions for the evaluation of WHA Mega Logistics Center Rama 2 Km. 35 (Phase I) using the Discounted Cash Flow Method, the value of land and building of project is THB 735.00 million at WHART’s investment date (expected on 1 January 2019).

2) Summarized Appraisal Report of WHA Mega Logistics Center Rama 2 Km. 35 (Phase 1) by SEAI

SEAI evaluates asset value based on Income Approach using Discounted Cash Flow Method and Cost Approach to review of the assets. SEAI views that Income Method using Discounted Cash Flow Method is appropriate to evaluate the asset by reviewing and realizing several factors such as legal rights, asset specification, asset utilization and market conditions. SEAI estimates the projection for 60 years by projecting future income generated from the asset and deducting the related expenses for calucalating net cash flow each year. Subsequently, the cash flows are discounted back to the present value using the Discount Rate to find the value of the asset at WHART’s expected investment date (1 January 2562). Appraisal results of the aforementioned approach are detailed as follows; a) Lease rate assumption ▪ Warehouse space SEAI estimates the lease rate by referring to the current lease and service rate specified in the lease agreements and estimates rate after the expiration of the contract by referring to market rate from the survey of the nearby warehouses. The lease and service rate depends mainly on location, building conditions, public utilities and other rental conditions. The lease rate will increase on average of 10.00% every 3 years. ▪ Warehouse rooftop space SEAI estimates the rate for warehouse rooftop space for 25 years. The rate will increase by 10.00% every 5 years. b) Occupancy rate assumption SEAI assumes the rate to be 100.00% during rental period according to the lease agreement and 95.00% after the lease agreements end to thirtieth year, then be 90.00% for the rest of the projected period. c) Costs and expenses assumption Costs for the operation Details Real estate management fees Based on the information received from WHA. Renewal Rental Agreement Fee THB 50.00 million paid in thirtieth year of projected period. Repair and maintenance expenses 1.00% of the total income (Excluding rental income from rooftop of the warehouse space) Future improvement expenses 2.00% of the total income (Excluding rental income from rooftop of the warehouse space) d) Discount Rate assumption SEAI estimates the rate based on the ability to generate income, market competition, and the risk-free returns. The discount rate is estimated to be 10.00% based on the return on investment in government bond of approximately 3.45%, plus risk premium corresponding to type of business, management as well as market and economic condition.

127 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

From the above assumptions for the evaluation of WHA Mega Logistics Center Rama 2 Km. 35 (Phase I) using the Discounted Cash Flow Method, SEAI estimates that the value of the said project at WHART’s investment date (expected on 1 January 2019) by SEAI is THB 656.30 million.

Summarized Appraisal Results of WHA Mega Logistics Center Rama 2 Km. 35 (Phase 1) by GRAND and SEAI

Summary Table: Summarized Appraisal Results of WHA Mega Logistics Center Rama 2 Km. 35 (Phase 1) as at WHART’s investment date using Discounted Cash Flow Method by GRAND and SEAI Appraised value by Income Approach using Discounted Cash Flow Method as at WHART’s Appraised asset investment date (January 1, 2019) Value estimated by Value estimated by GRAND SEAI Leasehold and renewal rental right with the area of 17 THB 735.00 million THB 656.30 million – 1 – 50.00 rai including buildings and other assets to be a part of land and building Remark The appraised values of WHA Mega Logistics Center Rama 2 Km. 35 (Phase I) based on Cost Method by GRAND and SEAI as at asset appraise date (March 1, 2018) are THB 420.10 million and THB 390.81 million respectively.

The IFA Opinion on the Appraisal Reports of WHA Mega Logistics Center Rama 2 Km. 35 (Phase I) by the Independent Asset Appraisers In pursuant to the appraisal reports of WHA Mega Logistics Center Rama 2 Km. 35 (Phase I) by GRAND and SEAI, both appraisers employ the similar approach as their appraisal criterion, the Income Approach using Discounted Cash Flow method. The IFA considers such approach appropriate to evaluate income generating asset under certain assumptions that the future income could vary according to market condition and considers it suitable for current asset condition, which is a warehouse for rent. Therefore, the IFA applies the appraised values evaluated by the 2 independent asset appraisers in determining fair value of asset of WHA Mega Logistics Center Rama 2 Km. 35 (Phase I), which are THB 753.00 million and THB 656.30 million respectively.

128 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

Enclosure 5 Summary of the appraisal report of DSG HSIL Saraburi by the Independent Appraiser

In this transaction, WHAVH has hired 2 independent asset appraisers approved by the SEC for valuing assets of DSG HSIL Saraburi.The details are as follow: 3) Grand Asset Advisory Co., Ltd. (“GRAND”) to appraise the asset as of March 1, 2018. The purpose is to determine the market value of property, for public purpose. 4) SouthEast Asia International Co., Ltd. (“SEAI”) to appraise the asset as of March 1, 2018. The purpose is to know the current market value, for public purpose.

The result of the appraisal value of assets on each item by GRAND and SEAI are summary of details as follow:

1) Summarized Appraisal Report of DSG HSIL Saraburi by GRAND

GRAND evaluates the asset value based on the Income Approach using Discounted Cash Flow to determine the value of the asset and Cost Approach to review the value of the assets. GRAND views that the Discounted Cash Flow method has taken into account the ability of warehouse rental including office to generate cash in the future, which can be used to define the asset value. GRAND prepares the projection for 30 years by estimating future income of the asset and deducting the expenses expected to incur from the operation of the project in order to find net cash flow in each year, then use Capitalization Rate to consider cash flow in the last year of projection in case of the asset disposal by determining the factors such as risk level, cash flow stability, and expected rate of return in investment and use Discount Rate to find the value of the asset at WHART’s expected investment date (1 Januarry 2019). In this appraisal, GRAND analyzed and had taken into consideration factors that could affect the operation of the project such as overall economic condition, market competition trend, assets’ operating analysis, current and future trend, as well as factors that affect to asset value. Appraisal results from Income Approach using Discounted Cash Flow method are as follows; a) Lease rate assumption ▪ Warehouse space GRAND estimates the average lease rate by referring to the current lease and service rate on the contract and specified in the agreements and estimates rate after the expiration of the contract by referring to market rate from the survey of the nearby warehouses. The lease and service rate depends mainly on location, the reputation of the project, the building structure and its condition. The rate could be adjusted higher or lower as deemed appropriated based on factors. The lease rate is increased on average of 3.00% annually until the end of projected period. b) Occupancy Rate GRAND assumes the rate to be 100.00% during rental period according to the lease agreements and 95.00% after the lease agreements end to the end of the projected period. c) Costs and expenses assumption Costs for the operation Details Real estate management Based on the information received from WHAVH, the costs include the fees management fees, the cleaning and gardening fees for the shared facility, the security fees, insurance premium, brokerage fees, and other maintenance fees. Repair and maintenance 2.00% of the total income expenses Future improvement 1.00% of the total income expenses d) Discount rate assumption GRAND considers the discounted rate based on the ability to generate revenue stream, the expenses, competitors, economic conditions, trends in market competition both demand and supply side, and the

129 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

returns on the investment, as well as the risk-free returns. The discount rate is estimated at 9.25% based on the return on investment in government bond of approximately 2.50%, plus risk premium of 6.75%. g) Capitalization rate assumption GRAND determines the capitalization rate to be 7.25% for considering the assets in the end of projected period in case of the asset disposal based on location, asset conditions, economic conditions, and trends in the future. GRAND sets the asset disposal expenses to be 1.50% of the value of land and building in the end of 2048.

Based on the above assumptions for the evaluation of DSG HSIL Saraburi using the Discounted Cash Flow Method, the value of land and building of project is THB 462.00 million at WHART’s investment date (expected on 1 January 2019).

2) Summarized Appraisal Report of DSG HSIL Saraburi by SEAI

SEAI evaluates asset value based on Income Approach using Discounted Cash Flow Method and Cost Approach to review of the assets. SEAI views that Income Method using Discounted Cash Flow Method is appropriate to evaluate the asset by reviewing and realizing several factors such as legal rights, asset specification, asset utilization and market conditions. SEAI estimates the projection for 23 years by projecting future income generated from the asset and deducting the related expenses for calucalating net cash flow each year. then use Capitalization Rate to consider cash flow in the last year of projection by determining the factors such as economic conditions and business operating risk. Subsequently, the cash flows are discounted back to the present value using the Discount Rate to find the value of the asset at WHART’s expected investment date (1 January 2019). Appraisal results of the aforementioned approach are detailed as follows; a) Lease rate assumption ▪ Warehouse space SEAI estimates the lease rate by referring to the current lease and service rate specified in the lease agreements and estimates rate after the expiration of the contract by referring to market rate from the survey of the nearby warehouses. The lease and service rate depends mainly on location, building condition, public utilities and other rental conditions. The lease rate will increase on average of 10.00% every 3 years. b) Occupancy rate assumption SEAI assumes the rate to be 100.00% during rental period according to the lease agreements and 95.00% after the lease agreements end to the end of the projected period. c) Costs and expenses assumption Costs for the operation Details Real estate management fees Based on the information received from WHAVH. Repair and maintenance expenses 1.00% of the total income Future improvement expenses 1.00% of the total income d) Discount Rate assumption SEAI estimates the rate based on the ability to generate income, market competition, and the risk-free returns. The discount rate is estimated to be 9.00% based on the return on investment in government bond of approximately 3.45%, plus risk premium corresponding to type of business, management as well as market and economic condition. e) Capitalization rate assumption SEAI determines the capitalization rate to be 7.00% for considering the assets in the end of projected period in case of the asset disposal based on economic conditions and business operating risk. GRAND sets the asset disposal expenses to be 3.00% of the value of land and building in the end of 2041.

130 The opinions of the Independent Financial Advisoron the acquisition of asset and the connected transaction (For the purpose of translation only)

From the above assumptions for the evaluation of DSG HSIL Saraburi using the Discounted Cash Flow Method, SEAI estimates that the value of the said project at WHART’s investment date (expected on 1 January 2019) by SEAI is THB 450.00 million.

Summarized Appraisal Results of DSG HSIL Saraburi by GRAND and SEAI

Summary Table: Summarized Appraisal Results of DSG HSIL Saraburi as at WHART’s investment date using Discounted Cash Flow Method by GRAND and SEAI Appraised value by Income Approach using Discounted Cash Flow Method as at WHART’s Appraised asset investment date (January 1, 2019) Value estimated by Value estimated by GRAND SEAI Freehold for 1 title deed with the area of 15 – 0 – 0.00 THB 462.00 million THB 450.00 million rai including buildings and other assets to be a part of land and building Remark The appraised values of DSG HSIL Saraburi based on Cost Method by GRAND and SEAI as at asset appraise date (March 1, 2018) are THB 277.10 million and THB 306.71 million respectively.

The IFA Opinion on the Appraisal Reports of DSG HSIL Saraburi by the Independent Asset Appraisers In pursuant to the appraisal reports of DSG HSIL Saraburi by GRAND and SEAI, both appraisers employ the similar approach as their appraisal criterion, the Income Approach using Discounted Cash Flow method. The IFA considers such approach appropriate to evaluate income generating asset under certain assumptions that the future income could vary according to market condition and considers it suitable for current asset condition, which is a warehouse for rent. Therefore, the IFA applies the appraised values evaluated by the 2 independent asset appraisers in determining fair value of asset of DSG HSIL Saraburi, which are THB 462.00 million and THB 450.00 million respectively.

131

Enclosure 11

(Translation)

Clarification on Procedures of Meeting Registration, Meeting Attendance and Empowerment of Proxies for the Extraordinary Trust Unitholders’ Meeting of WHA Premium Growth Freehold and Leasehold Real Estate Investment Trust No. 2/2018 on 14 June 2018 at 14.00 hrs., the Grand Fortune Room, 3rd Floor, The Grand Mercure Bangkok Fortune Hotel, 1 Ratchadaphisek Road, Dindaeng, Bangkok 10400

1. Registration

- The trust unit holders or proxies may register or present documents or evidence (in Clause 2 or Clause 3) to the Company for verification at the place of the Meeting prior the Meeting time on 14 June 2018 from 12.00 hrs. onwards.

2. Attending the Meeting in Person

In the case of natural persons

- Please present a copy of the trust unit holders’ unexpired identification card or government official identification card or passport duly certified by themselves to the officer for registration before the meeting.

In the case of juristic persons

- In case of juristic persons who are established under Thai laws, please present the following evidence to the officer for registration before the meeting. a) A copy of the juristic person certificate issued by the relevant governmental authority and duly certified true and correct by the person being authorized to sign binding upon the juristic person together with the juristic person’s seal affixed (if any). b) A copy of unexpired identification card or government official identification card or passport of the authorized person of the juristic person duly certified copy true and correct. - In the case of juristic persons which are established under foreign laws, please present the following evidence: a) A copy of the juristic person certificate issued by the governmental authority of the country where such juristic person is situated and duly certified true and correct by

Enclosure 11 Page 1 the person being authorized to sign binding upon the juristic person together with the juristic person’s seal affixed (if any). b) A copy of unexpired identification card or government official identification card or passport of the authorized person of the juristic person duly certified copy true and correct. - As for juristic person which are established under foreign laws, if the original documents are not in English, an English translation of such documents duly certified true translation by the person being authorized to sign binding upon the juristic person. 3. Proxy

The trust unit holders who would like to appoint other persons to be their proxy to attend and vote shall give proxies to nature persons. The Company will deem the casting votes of the trust unit holders’ proxy holders as the casting vote of total trust units of such trust unit holders, or as the casting vote of total voting rights of such trust unit holders, as the case may be.

Documents to be used for Proxy

(1) In case of the trust unit holders (Grantor) are natural persons, the proxy holders shall present and submit the following documents:

- Proxy forms duly signed by the grantor and the proxy and affixed with Bath 20 stamp.

- A copy of identification card or government official identification card or passport of grantors (in case of foreign grantors) duly certified true and correct by the grantors.

- A copy of identification card or government official identification card or passport of proxy holders (in case of foreign grantors) duly certified true and correct by the proxy holders.

(2) In case of the trust unit holders (Grantor) are juristic persons, the proxy holders shall present and submit the following documents:

- Proxy forms duly signed by the person being authorized to sign binding upon the juristic person pursuant to the latest juristic person certificate issued by the governmental authority (not more than 3 months old from the issuing date) together with the juristic person’s seal affixed (if any) and affixed with stamp duty of Baht 20.

Enclosure 11 Page 2 - In the case that grantors are juristic persons established under Thai laws, please submit a copy of the company’s latest juristic person certificate issued by the governmental authority (not more than 3 months old from the issuing date) duly certified true and correct by the person being authorized to sign binding upon the juristic person together with the juristic person’s seal affixed (if any).

- In case that grantors are juristic persons established under foreign laws, please submit a copy of the juristic person certificate issued by the governmental authority of the country where such juristic person is situated and duly certified true and correct by the person being authorized to sign binding upon the juristic person together with the juristic person’s seal affixed (if any)

- As for juristic person who are established under foreign laws, if the original documents are not in English, an English translation of such documents duly certified true translation by the person being authorized to sign binding upon the juristic person.

- A copy of identification card or government official identification card or passport of proxy holders (in case of foreign proxy holders) duly certified true and correct by the proxy holders.

Enclosure 11 Page 3

สิ่งที่ส่งมาด้วย 12 แบบ ก. Attachment 12 Form A.

หนังสือมอบฉันทะ PROXY

เขียนที่ Written at วันที่ เดือน พ.ศ Date Month Year

(1) ข้าพเจ้า .สัญชาติ I / We Nationality อยูบ้านเลขที่่ ถนน ตําบล/แขวง Reside at Road Tambon/Khwaeng อําเภอ/เขต จังหวัด รหัสไปรษณีย์ Amphur/Khet Province Postal Code

(2) เป็นผู้ถือหน่วยทรัสต์ของทรัสต์เพื่อการลงทุนในอสังหาริมทรัพย์และสิทธิการเช่าดับบลิวเอชเอ พรีเมี่ยม โกรท โดยถือหน่วยทรัสต์จํานวนทั้งสิ้นรวม หน่วย being a trust unitholder of WHA Premium Growth Real Estate Investment Trust holding the total amount of………….units. และออกเสียงลงคะแนนได้เทาก่ บั เสียง and having the right to vote equal to votes

(3) ขอมอบฉันทะให้

 (1) อายุ ปี อยูบ้านเลขที่่

age years, resides at ” ถนน ตําบล/แขวง อําเภอ/เขต Road Tambol/Khwaeng Amphoe/Khet จังหวัด รหัสไปรษณีย์ หรือ Province Postal Code , or  ฉีกเอกสารตามรอยปรุ (2) นายรัฐชัย ธีระธนาวัฒน์ อายุ 44 ปี อยูบ้านเลขที่่ 98 อาคารสาทรสแควร์ ออฟฟิศ ทาวเวอร์ ชั้น 10 “ Mr. Ratachai Teratanavat age 44 years, resides at 98 Sathorn Square Office Tower, 10th Floor ถนน สาทรเหนือ ตําบล/แขวง สีลม อําเภอ/เขต บางรัก Road Sathorn Nua Tambol/Khwaeng Silom Amphoe/Khet Bangrak จังหวัด กรุงเทพมหานคร รหัสไปรษณีย์ 10500 Province Bangkok Postal Code 10500

คนหนึ่งคนใดเพียงคนเดียวเป็นผู้แทนของข้าพเจ้าเพื่อเข้าประชุมและออกเสียงลงคะแนนแทนข้าพเจ้าในการประชุมวิสามัญผู้ถือหน่วยทรัสต์ของทรัสต์เพื่อการลงทุนใน อสังหาริมทรัพย์และสิทธิการเช่าดับบลิวเอชเอ พรีเมี่ยม โกรท ครั้งที่ 2/2561 ในวันที่ 14 มิถุนายน พ.ศ. 2561 เวลา 14.00 น. ณ ห้องแกรนด์ฟอร์จูน ชั้น 3 โรงแรมแกรนด์ เมอร์เคียว กรุงเทพฯ ฟอร์จูน เลขที่ 1 ถนนรัชดาภิเษก ดินแดง กรุงเทพมหานคร 10400 หรือที่จะพึงเลื่อนไปในวัน เวลา และสถานที่อื่นด้วย any one of them to be my/our proxy to attend and vote on my/our behalf at the Extraordinary Trust Unitholders’ Meeting of WHA Premium Growth Freehold and Leasehold Real Estate Investment Trust No. 2/2018 on 4 June 2018 at 14.00 hrs. at the Grand Fortune Room, 3rd Floor, The Grand Mercure Bangkok Fortune Hotel, 1 Ratchadaphisek Road, Dindaeng, Bangkok 10400, with the following agendas or at any adjournment thereof on any date, time and place.

(4) ข้าพเจ้าขอมอบฉันทะให้ผู้รับมอบฉันทะออกเสียงลงคะแนนแทนข้าพเจ้าในการประชุมครั้งนี้ดังนี้ I/We hereby authorize the proxy to vote on my/our behalf at this meeting follows:

(1) วาระที่ 1 เรื่อง พิจารณารับรองรายงานการประชุมครั้งที่ผานมา่

Agenda Item No. 1 Re: To consider and certify the minutes of the previous meeting

(ก) ให้ผู้รับมอบฉันทะมีสิทธิพิจารณาและลงมติแทนข้าพเจ้าได้ทุกประการตามที่เห็นสมควร (a) To grant my/our proxy to consider and vote on my/our behalf as he/she may deem appropriate in all respects. (ข) ให้ผู้รับมอบฉันทะออกเสียงลงคะแนนตามความประสงค์ของข้าพเจ้าดังนี้ (b) To grant my/our proxy to vote at my/our desire follows: เห็นด้วย ไมเห็นด้วย่ งดออกเสียง Approve Disapprove Abstain

(2) วาระที่ 2 เรื่ อง พิจารณาอนุมัติการลงทุนในอสังหาริมทรัพย์ สิทธิการเช่า และสิทธิการเช่าช่วงอสังหาริมทรัพย์และทรัพย์สินอื่นที่ เกี่ยวข้องของทรัพย์สินที่จะลงทุนเพิ่มเติม

Agenda Item No. 2 Re: To consider and approve the investment in the freehold, leasehold and sub-leasehold rights of immovable properties and other related assets of the Additional Investment Assets.

(ข) ให้ผู้รับมอบฉันทะออกเสียงลงคะแนนตามความประสงค์ของข้าพเจ้าดังนี้ (b) To grant my/our proxy to vote at my/our desire follows: เห็นด้วย ไมเห็นด้วย่ (คัดค้าน) งดออกเสียง Approve Disapprove (Object) Abstain

(3) วาระที่ 3 เรื่ อง พิจารณาอนุมัติการเพิ่มทุนของกองทรัสต์ WHART ครั้งที่ 3 โดยการออกและเสนอขายหน่วยทรัสต์ใหม่จํานวน ประมาณไมเก่ ิน 299,180,000 หน่วย เพื่อลงทุนในอสังหาริมทรัพย์ สิทธิการเช่า และสิทธิการเช่าช่วงของอสังหาริมทรัพย์ และทรัพย์สิน อื่นที่เกี่ยวข้องเพิ่มเติมจากทรัพย์สินของกองทรัสต์ WHART ที่มีอยูเดิม่ และวิธีการกาหนดราคาหนํ ่วยทรัสต์ที่ออกและเสนอขายเพิ่มเติม ในการเพิ่มทุนครั้งที่ 3

Agenda Item No. 3 Re: To consider and approve the third capital increase of WHART through the issuance and offer for sale of approximately not exceeding 299,180,000 new trust units for the investment in freehold, leasehold and sub-leasehold rights of immovable properties and other related assets in addition to the assets currently held by WHART, and the method for determining the price of the trust units to be issued and offered for sale of the third capital increase.

(ก) ให้ผู้รับมอบฉันทะมีสิทธิพิจารณาและลงมติแทนข้าพเจ้าได้ทุกประการตามที่เห็นสมควร (a) To grant my/our proxy to consider and vote on my/our behalf as he/she may deem appropriate in all respects. (ข) ให้ผู้รับมอบฉันทะออกเสียงลงคะแนนตามความประสงค์ของข้าพเจ้า ดังนี้ (b) To grant my/our proxy to vote at my/our desire follows: เห็นด้วย ไมเห็นด้วย่ (คัดค้าน) งดออกเสียง Approve Disapprove (Object) Abstain

(4) วาระที่ 4 เรื่ อง พิจารณาอนุมัติวิธีการเสนอขายหน่วยทรัสต์บางส่วนเป็นการเฉพาะเจาะจงให้แก่ WHA และ/หรื อ กลุ่มบุคคล เดียวกนของั WHA

Agenda Item No. 4 Re: To consider and approve the offering for sale parts of trust units to WHA and/or WHA’s associated persons.

(ก) ให้ผู้รับมอบฉันทะมีสิทธิพิจารณาและลงมติแทนข้าพเจ้าได้ทุกประการตามที่เห็นสมควร (a) To grant my/our proxy to consider and vote on my/our behalf as he/she may deem appropriate in all respects. (ข) ให้ผู้รับมอบฉันทะออกเสียงลงคะแนนตามความประสงค์ของข้าพเจ้า ดังนี้ (b) To grant my/our proxy to vote at my/our desire follows: เห็นด้วย ไมเห็นด้่ วย (คัดค้าน) งดออกเสียง Approve Disapprove (Object) Abstain

(5) วาระที่ 5 เรื่อง พิจารณาอนุมัติวิธีการเสนอขายและวิธีการจัดสรรหน่วยทรัสต์ที่ออกและเสนอขายเพิ่มเติมในการเพิ่มทุนครั้งที่ 3 และ การนําหน่วยทรัสต์ใหมจดทะเบียนเป็นหลักทรัพย์จดทะเบียนในตลาดหลักทรัพย์่ แห่งประเทศไทย

Agenda Item No. 5 Re: To consider and approve the offering and allocation method for the additional trust units to be issued and offered for sale and the listing of the trust units as listed securities on the Stock Exchange of Thailand for the third capital increase.

5.1 แบบที่ 1: วิธีการเสนอขายและวิธีการจัดสรรหน่วยทรัสต์ที่ออกและเสนอขายเพิ่มเติมในการเพิ่มทุนครั้งที่สาม และการนํา หน่วยทรัสต์ใหม่จดทะเบียนเป็นหลักทรัพย์จดทะเบียนในตลาดหลักทรัพย์แห่งประเทศไทย ในกรณีที่มีการเสนอขาย หน่วยทรัสต์บางส่วนเป็นการเฉพาะเจาะจงให้แก ่ WHA และ/หรือ กลุมบุคคลเดียวก่ นของั WHA

Option 1: The offer for sale and allocation method for the additional trust units in the third capital increase and the listing of the trust units as listed securities on the Stock Exchange of Thailand in case there is the offering for sale parts of trust units to WHA and/or WHA’s associated persons.

(ก) ให้ผู้รับมอบฉันทะมีสิทธิพิจารณาและลงมติแทนข้าพเจ้าได้ทุกประการตามที่เห็นสมควร (a) To grant my/our proxy to consider and vote on my/our behalf as he/she may deem appropriate in all respects. (ข) ให้ผู้รับมอบฉันทะออกเสียงลงคะแนนตามความประสงค์ของข้าพเจ้า ดังนี้ (b) To grant my/our proxy to vote at my/our desire follows: เห็นด้วย ไมเห็นด้วย่ งดออกเสียง Approve Disapprove Abstain

5.2 แบบที่ 2: วิธีการเสนอขายและวิธีการจัดสรรหน่วยทรัสต์ที่ออกและเสนอขายเพิ่มเติมในการเพิ่มทุนครั้งที่สาม และการนํา

หน่วยทรัสต์ใหม่จดทะเบียนเป็นหลักทรัพย์จดทะเบียนในตลาดหลักทรัพย์แห่งประเทศไทย ในกรณีที่ไม่มีการเสนอขาย ” หน่วยทรัสต์บางส่วนเป็นการเฉพาะเจาะจงให้แก ่ WHA และ/หรือ กลุมบุคคลเดียวก่ นของั WHA

Option 2: The offer for sale and allocation method for the additional trust units in the third capital increase and the listing of the trust units as listed securities on the Stock Exchange of Thailand in case there is no offering for sale parts of trust units to WHA and/or WHA’s associated persons. ฉีกเอกสารตามรอยปรุ “ (ก) ให้ผู้รับมอบฉันทะมีสิทธิพิจารณาและลงมติแทนข้าพเจ้าได้ทุกประการตามที่เห็นสมควร (a) To grant my/our proxy to consider and vote on my/our behalf as he/she may deem appropriate in all respects. (ข) ให้ผู้รับมอบฉันทะออกเสียงลงคะแนนตามความประสงค์ของข้าพเจ้า ดังนี้ (b) To grant my/our proxy to vote at my/our desire follows: เห็นด้วย ไมเห็นด้วย่ งดออกเสียง Approve Disapprove Abstain

(6) วาระที่ 6 เรื่ อง พิจารณาอนุมัติการกูยืมเงินทั้ ้งหมดจํานวนรวมวงเงินกู้ระยะยาว และ/หรือ วงเงินกู้ระยะสั้น ประมาณไม่เกิน 1,780,000,000 บาท เพื่อลงทุนในอสังหาริมทรัพย์ สิทธิการเช่า และสิทธิการเช่าช่วงของอสังหาริมทรัพย์ และทรัพย์สินอื่นที่เกี่ยวข้อง เพิ่มเติมจากทรัพย์สินของกองทรัสต์ WHART ที่มีอยูเดิม่ และเพื่อใช้เป็นเงินทุนหมุนเวียนในกองทรัสต์ WHART

Agenda Item No. 6 Re: To consider and approve the entering into long term and/or short term loan agreements of up to total loan amount of approximately not exceeding Baht 1,780,000,000 for the investment in freehold, leasehold and sub-leasehold rights of immovable properties and other related assets, in addition to the assets currently held by WHART, and for the working capital of WHART.

(ก) ให้ผู้รับมอบฉันทะมีสิทธิพิจารณาและลงมติแทนข้าพเจ้าได้ทุกประการตามที่เห็นสมควร (a) To grant my/our proxy to consider and vote on my/our behalf as he/she may deem appropriate in all respects. (ข) ให้ผู้รับมอบฉันทะออกเสียงลงคะแนนตามความประสงค์ของข้าพเจ้า ดังนี้ (b) To grant my/our proxy to vote at my/our desire follows: เห็นด้วย ไมเห็นด้วย่ (คัดค้าน) งดออกเสียง Approve Disapprove (Object) Abstain

(7) วาระที่ 7 เรื่อง พิจารณาอนุมัติการแกไขเพิ้ ่มเติมสัญญากอตั่ ้งกองทรัสต์ WHART รวมถึงการเข้าทํา และ/หรือ การแกไขเพิ้ ่มเติมสัญญา ต่างๆ ที่เกี่ยวข้องกบการดําเนินงานั ของกองทรัสต์ WHART และการจัดหาผลประโยชน์จากอสังหาริมทรัพย์ เพื่อให้สอดคล้องกบการั ลงทุนในทรัพย์สินที่จะลงทุนเพิ่มเติม

Agenda Item No. 7 Re: To consider and approve the amendments of WHART’s Trust Deed, including the entry and/or the amendments to other agreements relating to the operation of WHART and seek for benefits from the immovable properties in order to be line with the investment in the Additional Investment Assets.

(ก) ให้ผู้รับมอบฉันทะมีสิทธิพิจารณาและลงมติแทนข้าพเจ้าได้ทุกประการตามที่เห็นสมควร (a) To grant my/our proxy to consider and vote on my/our behalf as he/she may deem appropriate in all respects. (ข) ให้ผู้รับมอบฉันทะออกเสียงลงคะแนนตามความประสงค์ของข้าพเจ้า ดังนี้ (b) To grant my/our proxy to vote at my/our desire follows: เห็นด้วย ไมเห็นด้วย่ งดออกเสียง Approve Disapprove Abstain

(8) วาระที่ 8 เรื่อง พิจารณาเรื่องอื่นๆ (ถ้ามี)

Agenda Item No. 8 Re: Other matters (if any).

(ก) ให้ผู้รับมอบฉันทะมีสิทธิพิจารณาและลงมติแทนข้าพเจ้าได้ทุกประการตามที่เห็นสมควร (a) To grant my/our proxy to consider and vote on my/our behalf as he/she may deem appropriate in all respects. (ข) ให้ผู้รับมอบฉันทะออกเสียงลงคะแนนตามความประสงค์ของข้าพเจ้า ดังนี้ (b) To grant my/our proxy to vote at my/our desire follows: เห็นด้วย ไมเห็นด้วย่ งดออกเสียง Approve Disapprove Abstain

(5) การลงคะแนนเสียงของผู้รับมอบฉันทะในวาระใดที่ไมเป็นไปตามที่ระบุไว้ในหนังสือมอบฉันทะนี่ ้ให้ถือวาการลงคะแนนเสียงนั่ ้นไมถูกต้อง่ และไมใช่ ่เป็นการลงคะแนนเสียงของข้าพเจ้าในฐานะผู้ถือหน่วยทรัสต์ Voting of the proxy in any agenda that is not as specified in this Proxy Form shall be considered as invalid and not my/our votes as a trust unitholder.

(6) ในกรณีที่ข้าพเจ้าแตงตั่ ้งให้บุคคลอื่นเป็นผู้รับมอบฉันทะของข้าพเจ้าแต่ไม่ได้ระบุความประสงค์ในการออกเสียงลงคะแนนในวาระใดไว้หรือ ระบุไว้ไมชัดเจน่ หรือในกรณีที่ที่ประชุมมีการพิจารณาหรือลงมติในเรื่องใดนอกเหนือจากเรื่องที่ระบุไว้ข้างต้น รวมถึงกรณีที่มีการแกไขเปลี่ยน้ แปลงหรือเพิ่มเติม ข้อเท็จจริงประการใด ให้ผู้รับมอบฉันทะมีสิทธิพิจารณาและลงมติแทนข้าพเจ้าได้ทุกประการตามที่เห็นสมควร In case I/we have appointed a person as my/our proxy, but have not specified my/our voting instruction in any agenda or such instruction is not clearly specified or in case the meeting considers or passes resolutions in any matters other than those specified above, including in case there in any amendment or addition of any fact, the proxy shall have the right to consider and vote on my/our behalf as he/she may deem appropriate in all respects.

กิจการใดที่ผู้รับมอบฉันทะได้กระทําไปในการประชุม เว้นแตกรณีที่ผู้รับมอบฉันทะ่ ไมออกเสียงตามข้าพเจ้าระบุในหนังสือมอบฉันทะ่ ให้ถือเสมือน วาข้าพเจ้าได้กระทําเองทุกประการ่ Any business carried out by the proxy at the said meeting, except in case that proxy does not vote according to my/our intention(s) specified in the Proxy Form, shall be deemed as having been carried out by myself/ourselves in all respects.

ลงชื่อ/Signed ผู้มอบฉันทะ/Grantor ( )

ลงชื่อ/Signed ผู้รับมอบฉันทะ/Proxy ( )

หมายเหต ุ 1. ผู้ถือหน่วยทรัสต์ที่มอบฉันทะจะต้องมอบฉันทะให้ผู้รับมอบฉันทะเพียงรายเดียวเป็นผู้เข้าประชุมและออกเสียงลงคะแนน ไมสามารถแบ่ งแยกจํานวนหน่ วยทรัสต์ให้่ ผู้รับมอบฉันทะหลายคนเพื่อแยกการลงคะแนนเสียงได้ The trust unitholder appointing the proxy must authorize only one proxy to attend and vote at the meeting and may not split the number of trust units to several proxies for splitting votes.

2. กรุณาติดอากรแสตมป์ 20 บาท Please affix duty stamp of Baht 20.

3. ผู้ถือหน่วยทรัสต์สามารถมอบฉันทะให้กรรมการอิสระของผู้จัดการกองทรัสต์ คือ นายรัฐชัย ธีระธนาวัฒน์ เป็นผู้รับมอบฉันทะได้โดยข้อมูลของกรรมการอิสระ เป็นไปตามที่ปรากฏท้ายหนังสือมอบอํานาจฉบับนี้ The trust unitholder may appoint the independent director of the REIT Manager, who is Mr. Ratachai Teratanavat, to be the proxy. Information of the independent director is as enclosed herewith.

” ฉีกเอกสารตามรอยปรุ “

FOR FOREIGN UNITHOLDERS WHO HAVE CUSTODIANS IN THAILAND ONLY สิ่งที่ส่งมาด้วย 12 แบบ ข. (Attachment 12) Form B.

หนังสือมอบฉันทะ PROXY

เขียนที่ Written at วันที่ เดือน พ.ศ Date Month Year

ในฐานะผู้ประกอบธุรกิจเป็นผู้รับฝาก (Custodian) ให้กบั as a Custodian for (2) ซึ่งเป็นผู้ถือหน่วยทรัสต์ของทรัสต์เพื่อการลงทุนในอสังหาริมทรัพย์และสิทธิการเช่าดับบลิวเอชเอ พรีเมี่ยม โกรท โดยถือหน่วยทรัสต์จํานวนทั้งสิ้น รวม หน่วย being a trust unitholder of WHA Premium Growth Real Estate Investment Trust holding the total amount of………….units. และออกเสียงลงคะแนนได้เทาก่ บั เสียง and having the right to vote equal to votes

” (3) ขอมอบฉันทะให้

 (1) อายุ ปี อยูบ้านเลขที่่ age years, resides at ถนน ตําบล/แขวง อําเภอ/เขต ฉีกเอกสารตามรอยปรุ

“ Road Tambol/Khwaeng Amphoe/Khet จังหวัด รหัสไปรษณีย์ หรือ Province Postal Code , or  (2) นายรัฐชัย ธีระธนาวัฒน์ อายุ 44 ปี อยูบ้านเลขที่่ 98 อาคารสาทรสแควร์ ออฟฟิศ ทาวเวอร์ ชั้น 10 Mr. Ratachai Teratanavat age 44 years, resides at 98 Sathorn Square Office Tower, 10th Floor ถนน สาทรเหนือ ตําบล/แขวง สีลม อําเภอ/เขต บางรัก Road Sathorn Nua Tambol/Khwaeng Silom Amphoe/Khet Bangrak จังหวัด กรุงเทพ,มหานคร รหัสไปรษณีย์ 10500 Province Bangkok Postal Code 10500

(1) วาระที่ 1 เรื่อง พิจารณารับรองรายงานการประชุมครั้งที่ผานมา่

Agenda Item No. 1 Re: To consider and certify the minutes of the previous meeting

(ข) ให้ผู้รับมอบฉันทะออกเสียงลงคะแนนตามความประสงค์ของข้าพเจ้าดังนี้ (b) To grant my/our proxy to vote at my/our desire follows: เห็นด้วย ไมเห็นด้วย่ งดออกเสียง Approve Disapprove Abstain

Agenda Item No. 2 Re: To consider and approve the investment in the freehold, leasehold and sub-leasehold rights of immovable properties and other related assets of the Additional Investment Assets.

(ก) ให้ผู้รับมอบฉันทะมีสิทธิพิจารณาและลงมติแทนข้าพเจ้าได้ทุกประการตามที่เห็นสมควร (a) To grant my/our proxy to consider and vote on my/our behalf as he/she may deem appropriate in all respects. (ข) ให้ผู้รับมอบฉันทะออกเสียงลงคะแนนตามความประสงค์ของข้าพเจ้า ดังนี้ (b) To grant my/our proxy to vote at my/our desire follows: เห็นด้วย ไมเห็นด้วย่ (คัดค้าน) งดออกเสียง Approve Disapprove (Object) Abstain

Agenda Item No. 4 Re: To consider and approve the offering for sale parts of trust units to WHA and/or WHA’s associated persons.

(ก) ให้ผู้รับมอบฉันทะมีสิทธิพิจารณาและลงมติแทนข้าพเจ้าได้ทุกประการตามที่เห็นสมควร (a) To grant my/our proxy to consider and vote on my/our behalf as he/she may deem appropriate in all respects. (ข) ให้ผู้รับมอบฉันทะออกเสียงลงคะแนนตามความประสงค์ของข้าพเจ้า ดังนี้ (b) To grant my/our proxy to vote at my/our desire follows: เห็นด้วย ไมเห็นด้่ วย (คัดค้าน) งดออกเสียง Approve Disapprove (Object) Abstain

(ก) ให้ผู้รับมอบฉันทะมีสิทธิพิจารณาและลงมติแทนข้าพเจ้าได้ทุกประการตามที่เห็นสมควร (a) To grant my/our proxy to consider and vote on my/our behalf as he/she may deem appropriate in all respects. (ข) ให้ผู้รับมอบฉันทะออกเสียงลงคะแนนตามความประสงค์ของข้าพเจ้า ดังนี้ (b) To grant my/our proxy to vote at my/our desire follows: เห็นด้วย ไมเห็นด้วย่ งดออกเสียง Approve Disapprove Abstain

” หน่วยทรัสต์ใหม่จดทะเบียนเป็นหลักทรัพย์จดทะเบียนในตลาดหลักทรัพย์แห่งประเทศไทย ในกรณีที่ไม่มีการเสนอขาย หน่วยทรัสต์บางส่วนเป็นการเฉพาะเจาะจงให้แก ่ WHA และ/หรือ กลุมบุคคลเดียวก่ นของั WHA

(ก) ให้ผู้รับมอบฉันทะมีสิทธิพิจารณาและลงมติแทนข้าพเจ้าได้ทุกประการตามที่เห็นสมควร (a) To grant my/our proxy to consider and vote on my/our behalf as he/she may deem appropriate in all respects. (ข) ให้ผู้รับมอบฉันทะออกเสียงลงคะแนนตามความประสงค์ของข้าพเจ้า ดังนี้ (b) To grant my/our proxy to vote at my/our desire follows: เห็นด้วย ไมเห็นด้วย่ (คัดค้าน) งดออกเสียง Approve Disapprove (Object) Abstain

(ก) ให้ผู้รับมอบฉันทะมีสิทธิพิจารณาและลงมติแทนข้าพเจ้าได้ทุกประการตามที่เห็นสมควร (a) To grant my/our proxy to consider and vote on my/our behalf as he/she may deem appropriate in all respects. (ข) ให้ผู้รับมอบฉันทะออกเสียงลงคะแนนตามความประสงค์ของข้าพเจ้า ดังนี้ (b) To grant my/our proxy to vote at my/our desire follows: เห็นด้วย ไมเห็นด้วย่ งดออกเสียง Approve Disapprove Abstain

(8) วาระที่ 8 เรื่อง พิจารณาเรื่องอื่นๆ (ถ้ามี)

Agenda Item No. 8 Re: Other matters (if any).

(ก) ให้ผู้รับมอบฉันทะมีสิทธิพิจารณาและลงมติแทนข้าพเจ้าได้ทุกประการตามที่เห็นสมควร (a) To grant my/our proxy to consider and vote on my/our behalf as he/she may deem appropriate in all respects. (ข) ให้ผู้รับมอบฉันทะออกเสียงลงคะแนนตามความประสงค์ของข้าพเจ้า ดังนี้ (b) To grant my/our proxy to vote at my/our desire follows: เห็นด้วย ไมเห็นด้วย่ งดออกเสียง Approve Disapprove Abstain

(6) ในกรณีที่ข้าพเจ้าแตงตั่ ้งให้บุคคลอื่นเป็นผู้รับมอบฉันทะของข้าพเจ้าแต่ไม่ได้ระบุความประสงค์ในการออกเสียงลงคะแนนในวาระใดไว้หรือ ระบุไว้ไมชัดเจน่ หรือในกรณีที่ที่ประชุมมีการพิจารณาหรือลงมติในเรื่องใดนอกเหนือจากเรื่องที่ระบุไว้ข้างต้น รวมถึงกรณีที่มีการแกไขเปลี่้ ยนแปลงหรือเพิ่มเติม ข้อเท็จจริงประการใด ให้ผู้รับมอบฉันทะมีสิทธิพิจารณาและลงมติแทนข้าพเจ้าได้ทุกประการตามที่เห็นสมควร In case I/we have appointed a person as my/our proxy, but have not specified my/our voting instruction in any agenda or such instruction is not clearly specified or in case the meeting considers or passes resolutions in any matters other than those specified above, including in case there in any amendment or addition of any fact, the proxy shall have the right to consider and vote on my/our behalf as he/she may deem appropriate in all respects.

กิจการใดที่ผู้รับมอบฉันทะได้กระทําไปในการประชุม เว้นแตกรณีที่ผู้รับมอบฉันท่ ะไมออกเสียงตามข้าพเจ้าระบุในหนังสือมอบฉันทะ่ ให้ถือเสมือน วาข้าพเจ้าได้กระทําเองทุกประการ่ Any business carried out by the proxy at the said meeting, except in case that proxy does not vote according to my/our intention(s) specified in the Proxy Form, shall be deemed as having been carried out by myself/ourselves in all respects.

ลงชื่อ/Signed ผู้มอบฉันทะ/Grantor ( )

ลงชื่อ/Signed ผู้รับมอบฉันทะ/Proxy ( )

หมายเหต ุ

1. หนังสือมอบฉันทะแบบ ข. นี้ ใช้เฉพาะกรณีที่ผู้ถือหน่วยทรัสต์ที่ปรากฏชื่อในทะเบียนเป็นผู้ลงทุนต่างประเทศและแตงตั่ ้งให้คัสโตเดียน (Custodian) ในประเทศไทย เป็นผู้รับฝากและดูแลหน่วยทรัสต์ให้เทานั่ ้น Only foreign trust unitholders whose name appears in the registration book who have a Custodian in Thailand can use the Proxy Form B.

2. หลักฐานที่ต้องแนบพร้อมกบหนังสือมอบฉันทะั คือ Evidences to be attached with this Proxy Form are: (1) หนังสือมอบอํานาจจากผู้ถือหน่วยทรัสต์ให้คัสโตเดียน (Custodian) เป็นผู้ดําเนินการลงนามในหนังสือมอบฉันทะแทน Power of Attorney from trust unitholders authorizing a Custodian to sign the Proxy Form on his/her behalf. (2) หนังสือยืนยันวาผู้ลงนามในหนังสือมอบฉันทะแทนได้รับอนุญาตประกอบธุรก่ ิจ คัสโตเดียน (Custodian) Letter of certification to certify that a person executing in the Proxy Form has obtained a permit to act as a Custodian.

3. ผู้ถือหน่วยทรัสต์ที่มอบฉันทะจะต้องมอบฉันทะให้ผู้รับมอบฉันทะเพียงรายเดียวเป็นผู้เข้าประชุมและออกเสียงลงคะแนน ไมสามารถแบ่ งแยกจํา่ นวนหน่วยทรัสต์ให้ ผู้รับมอบฉันทะหลายคนเพื่อแยกการลงคะแนนเสียงได้ The trust unitholder appointing the proxy must authorize only one proxy to attend and vote at the meeting and may not split the number of trust units to several proxies for splitting votes. 4. กรุณาติดอากรแสตมป์ 20 บาท Please affix duty stamp of Baht 20.

5. ผู้ถือหน่วยทรัสต์สามารถมอบฉันทะให้กรรมการอิสระของผู้จัดการกองทรัสต์ คือ นายรัฐชัย ธีระธนาวัฒน์ เป็นผู้รับมอบฉันทะได้โดยข้อมูลของกรรมการอิสระ เป็นไปตามที่ปรากฏท้ายหนังสือมอบอํานาจฉบับนี้ The trust unitholder may appoint the independent director of the REIT Manager, who is Mr. Ratachai Teratanavat, to be the proxy. Information of the independent

” director is as enclosed herewith. สารตามรอยปรุ ฉีกเอก “ Enclosure 13

(Translation)

Information on Independent Directors of WHA Real Estate Management Co., Ltd. for Trust Unitholders’ Proxy

Name Mr. Ratachai Teratanavat

Position Independent Director

Age 44 years

Address 98 Sathorn Square Office Tower, 10th Floor, North Sathorn Road , Silom Sub-District, Bangrak District, 10500 Bangkok

Education Certificate in TLCA Executive Development Program

Master of Business Administration (MBA) – Finance and Quantitative

Bachelor of Engineering (B. Eng) – Industrial Engineering

Enclosure 14 (Translation)

Map of the Meeting Venue

Enclosure15

(Translation)

List of Trust Unitholders

1. List of Related Persons with the Company Trust unitholders who are related persons with the Company (as of the date of determination of the list of trust unitholders eligible to attend the Extraordinary Trust Unitholders’ Meeting of WHART No. 2/2018 (Record Date) on 16 May 2018), having special interest and who are not entitled to cast the vote in Agenda 2, Agenda 3, Agenda 4, Agenda 5.1 and Agenda 7, are as follows:

Name Number of Trust Units Hold Percentage WHA Corporation Public Company Limited 294,597,043 15.00 Miss Jareeporn Jarukornsakul 13,656,593 0.70 Mr. Somyos Anantaprayoon 4,823,800 0.25 Ms Jaruwan Jarukornsakul 550,346 0.03 Ms. Tumthong Chaisanit 414,826 0.02 Ms. Krissana Sukboonyasathit 250,000 0.01 Mr. Kamthorn Tatiyakavee 211,240 0.01 Ms. Chalao Sae Jew 152,012 0.01 Mr. Arttavit Chalermsaphayakorn 150,000 0.01 Mr. Thanapatr Anantaprayoon 131,803 0.01 Ms. Vipavee Chalermsaphayakorn 130,000 0.01 Miss Nalin Anantaprayoon 123,236 0.01 Mr. Annop Chalermsaphayakorn 110,062 0.01 Mr. Rachata Trachuwanich 70,000 0.00 Mr. Chanakan Jiratikarnsakul 20,000 0.00 Miss Piyawan Laokosakul 12,344 0.00 Mr. Somsak Boonchuayruengchai 4,400 0.00 Total 315,407,705 16.06

Enclosure 15 Page 1 Enclosure15

2. List of Related Persons with the Trustee Trust unitholders who are related persons with the Trustee (as of the date of determination of the list of trust unitholders eligible to attend the Extraordinary Trust Unitholders’ Meeting of WHART No. 2/2018 (Record Date) on 16 May 2018), having special interest and who are not entitled to cast the vote in Agenda 6, are as follows:

Name Number of Trust Units Hold Percentage Muang Thai Life Assurance PCL 111,813,863 5.69 Muang Thai Insurance PCL 11,308,700 0.58 Total 123,122,563 6.27

3. List of the First 10 Trust Unitholders List of the first top 10 trust unitholders (as of the date of determination of the list of trust unitholders eligible to attend the Extraordinary Trust Unitholders’ Meeting of WHART No. 2/2018 (Record Date) on 16 May 2018), are as follows:

Name Number of Trust Units Hold Percentage Social Security Office 387,428,422 19.73 WHA Corporation Public Company Limited 294,597,043 15.00 Government Pension Fund 122,660,052 6.25 Muang Thai Life Assurance PCL 111,813,863 5.69 Krungthai-AXA Life Insurance PCL 92,488,083 4.71 Government Savings Bank 61,553,873 3.13 Southeast Life Insurance PCL 56,308,721 2.87 Bangkok Life Assurance PCL 54,565,600 2.78 Thai Life Insurance PCL 46,543,904 2.37 Allianz Ayudhya Assurance PCL 42,585,075 2.17 Total 1,270,544,636 64.70

Enclosure 15 Page 2