Invitation to the Extraordinary General Meeting of Unitholders of Samui Airport Property Fund (Leasehold) (SPF) No.1/2021 Wednesday 14, July 2021 at 10.00 am
Measures and Guidelines for Preventing the Spread of the 2019 Corona Virus (covid-19)
Due to the spread of the 2019 Corona virus (COVID-19), The Office of the Securities and Exchange Commission and the Stock Exchange of Thailand including the relevant authorities encourage the unitholders to consider and appoint the person proposed by the Fund as their proxy to attend the meeting on their behalf (Proxy Forms and Profiles of the Proxy of Unitholders Proposed by the Fund are as appeared in Enclosures 6 and 5 respectively)
Kiatnakin Phatra Asset Management Company Limited (“Management Company”) as the Management Company of Samui Airport Property Fund (Leasehold) (SPF) (“Fund”) is concerned about the health and safety of all unitholders and has prepared a Measures and Guidelines for Preventing the Spread of covid-19
The Management Company requests the unitholders’ cooperation in strict compliance with such measures and guidelines
No food and drinks are allowed in the meeting room Unitholders/ proxies must wear masks at all times during the meeting Measures and Guidelines for Preventing the Spread of Covid-19 For attending the Extraordinary General Meeting of Unitholders No. 1/2021 Samui Airport Property Fund (Leasehold) (SPF)
Due to the spread of the 2019 Corona virus (“COVID-19”) Kiatnakin Phatra Asset Management Company Limited (“Management Company”) as the management company of Samui Airport Property Fund (Leasehold) (SPF) (“Fund”) is concerned about the health and safety of all unitholders and the responsibility to the general public. Therefore, the Management Company has prepared Measures and Guidelines for attending the Extraordinary General Meeting of Unitholders No. 1/2021 as follows: 1. Due to the spread of the COVID-19, the Office of the Securities and Exchange Commission and the Stock Exchange of Thailand including the relevant authorities encourage the unitholders to consider and appoint the person proposed by the Fund as their proxy to attend the meeting on their behalf to reduce the risk of COVID-19 spreading from a large gathering. The Management Company has sent the Proxy Forms (Enclosure 6) and Profiles of the Proxy of Unitholders Proposed by the Fund (Enclosure 5) in which the unitholders may direct the vote, along with this invitation letter. If the unitholders have questions, unitholders may send the questions until July 13, 2021, through the following channels:
Email address: [email protected] Mail post: Kiatnakin Phatra Asset Management Company Limited 19/F Muang Thai-Phatra Complex Building Tower A 252/25 Ratchadapisek Road Huaykwang Bangkok 10310
The Management Company will collect the questions and propose the relevant questions to be clarified at the meeting as it deems appropriate 2. The screening and registration for unitholders/ proxies who wish to attend the meeting in person 1) All unitholders/ proxies must fill out the COVID-19 health screening form honestly before entering the meeting area. 2) Unitholders/ proxies must go through a temperature check point. The Management Company reserve the right not to allow any unitholders/ proxies with a body temperature of 37.5 degrees Celsius and over, or showing symptoms of fever, cough, sore throat, runny nose, shortness of breath or unitholders/ proxies whose health screening form suggests contamination of COVID-19 to enter the meeting room. However, such unitholders/ proxies may appoint a proxy or the person proposed by the Fund as their proxy to attend the meeting on their behalf by specifying their vote in each agenda in the Proxy Form and may attend the meeting via electronic means. 3) The Management Company will prepare a document screening area and registration area with appropriate distance apart and will limit the number of attendees in each area at any particular time to reduce the crowdedness whereby each waiting area will be at least 1.5 meters apart. Unitholders/ proxies must wear masks at all times during the meeting for your and your surrounding people’s safety. 4) All attendees must register upon entering and exiting on the Thai Chana platform by scanning the QR code through your mobile phone. In the case that such method is not convenient, attendees may register at the screening point by specifying name, address and phone number on the documents prepared by the hotel to keep track in the case of any emergency after the meeting. 5) Due to limited seating, the Management Company only allows registered unitholders/ proxies to attend the meeting and no follower shall be allowed in the meeting room. 3. Attendance of the meeting 1) To comply with the government’s disease prevention measure for the prevention of COVID-19 spreading and due to limited seating, the Management Company will arrange for a meeting room with approximately 60 seats for attendees. 2) The Management Company will arrange for the seats to be at least 1.5 meters apart. 3) The Management Company will determine the seating number for each registered attendees where the attendees must sit in the designated seat for the purpose of tracking in the case that any attendees tested positive for COVID-19. 4) The Management Company will not allow the use of microphone for inquiries in the meeting room. If the attendees have a questions, please submit the question on paper to our staff to reduce the risk of COVID-19 spreading. 5) Unitholders/ proxies must wear masks at all times during the meeting. 6) the hotel will prepare alcohol gel to all unitholders/ proxies for sanitization . 7) the hotel will prepare snacks in box sets and will distribute the same after the meeting is adjourned to reduce the risk of COVID-19 spreading.
Measures and Guidelines for attending the Extraordinary General Meeting of Unitholders No. 1/2021 above may be changed per additional announcement of the government In case of any change, the Management Company will notify the unitholders on the Management Company’s website (https://am.kkpfg.com/th/home)
No. 258/2021 June 25, 2021 Subject Invitation to the Extraordinary General Meeting of Unitholders of Samui Airport Property Fund (Leasehold) (SPF) No.1/2021 To Unitholders of the Samui Airport Property Fund (Leasehold) (SPF) Enclosures 1. Independent Financial Advisor's Opinion Report 2. Summary of the Appraisal Assets Reports. 3. Guidelines for registration, Attending the Meeting and Appointing Proxy
4. Guidelines for attending the Meeting by electronic means (E-EGM) 5. Profiles of the Proxy of Unitholders Proposed by the Fund 6. Proxy Forms 7. Map of the Meeting Venue 8. Details of the Unitholders' Meeting Prior to the EGM (Pre-EGM)
As Kiatnakin Phatra Asset Management Company Limited (“Management Company”) as the management company of Samui Airport Property Fund (Leasehold) (SPF) (“Fund”) received the offer on May 27, 2021 from Bangkok Airways Public Company Limited (“BA”), a unitholder of the Fund holding 285,289,700 units, equivalent to 30.03 percent (as of May 28, 2021, which is the latest information of unitholders of the Fund), whereby BA wished to terminate the long-term lease agreement and all agreements relating to the operation of Samui Airport between the Fund and BA (“Samui Airport Agreements”). The termination of the Samui Airport Agreements constitutes a transaction with a connected person of the Fund pursuant to the Notification of the Office of the Securities and Exchange Commission No. SorThor. 14/2558 Re: Rules in Detail on the Prevention and Management of Conflicts of Interest (“SorThor. 14/2558”) since BA is a unitholder holding more than 10 percent of the total issued investment units of the Fund, and a disposal of material properties pursuant to the Notification of Capital Market Supervisory Board No. TorNor. 36/2562 Re: Property Fund Management (“TorNor. 36/2562”) since the rights under the Samui Airport Agreements are equivalent to 98.15 percent of the net asset value of the Fund (based on the Fund’s latest financial statements ended March 31, 2021).
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In this regard, given that the termination of the Samui Airport Agreements is a connected transaction and a disposal of material properties transaction, this matter is required to be proposed to the unitholders’ meeting for consideration and approval. Furthermore, BA, as the offeror, has also requested the cooperation of the Management Company to convene the unitholders’ meeting to consider the matter. Therefore, the Management Company would like to invite unitholders to convene the Extraordinary General Meeting No. 1/2021 on July 14, 2021, from 10.00 am to 12.00 pm, to consider and approve the relevant matters before entering into the transaction which will be held in a hybrid system in which the unitholders may attend in person (Physical Meeting) at the Emerald Hotel, Ballroom 1, 3rd Floor, No. 99/1 Ratchadaphisek Road, Din Daeng Sub-District, Din Daeng District, Bangkok, and/or attend via electronic means (Online Meeting). The date on which the names of unitholders entitled to attend the meeting is determined (Record Date) is on June 21, 2021. The meeting will consider the matters below. For unitholders who wish to attend the meeting in person (Physical Meeting), the Management Company would like to inform you that we have the Measures and Guidelines for Preventing the Spread of covid-19 for this meeting which is on the inner cover of this invitation. The Management Company would like to ask for the unitholders’ cooperation in understanding and complying with such measures and guidelines to reduce the risk of the covid-19 spreading. Moreover, BA, as the offeror, has offered to have a unitholders’ meeting prior to the EGM (Pre-EGM), via online platform to explain the details of the termination of Samui Airport Agreements transaction to the unitholders where there will be no voting at such meeting, to be held on July 6, 2021, at 14.30-16.30 hrs. The unitholders may follow additional information in the Details of the Unitholders' Meeting Prior to the EGM (Pre-EGM) as appeared in Enclosure 8. Agenda 1 To consider and approve the termination of the Samui Airport Agreements The Management Company would like to provide the information on the termination of the Samui Airport Agreements transaction and the relevant assets in support of consideration in this agenda as follows:
1.1 Background
Date Event
March 15, 2021 BA issued a letter to the Management Company and Bangkok Bank Public company Limited, the trustee of the Fund, wishing to dissolve the Fund due to the Covid-19 pandemic situation which significantly impacted the operations and financial positions of aviation businesses, including Samui Airport. Moreover, as
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Date Event the lease agreement has the remaining term of approximately 15 years, the capital decrease will enable the unitholders to retrieve their investment capital to be used for investment in other types of assets.
March 25, 2021 BA issued a letter to the Management Company to further clarify that BA did not intend for the Management Company to convene the unitholders’ meeting but intended to initiate a discussion with the Management Company to set out details regarding the dissolution of the Fund, the termination of agreements relating to the investment and the benefit arrangement of the operation of Samui Airport.
April 12, 2021 BA issued a letter to the Management Company informing that BA was pleased to be responsible for the expenses incurred from the study and preparation for the dissolution of the Fund and the termination of relevant agreements, including other out-of-pocket expenses, within the specified amount.
April 28, 2021 - The Management Company appointed Jay Capital Advisory Limited as the independent financial advisor to give opinion on the offered price for the termination of the Samui Airport Agreements to the unitholders as supporting information for consideration. - The Management Company appointed The Capital Law Office Limited as the legal advisor for this transaction. - The Management Company engaged C.I.T Appraisal Co., Ltd. and Knight Frank Chartered (Thailand) Co., Ltd. as the asset appraisers for this transaction.
May 27, 2021 BA issued an offer to terminate the Samui Airport Agreements to the Management Company with the total consideration for the termination of the agreements of THB 18,050 million and disclosed such offer to the Stock Exchange of Thailand (“SET”). In this regard, BA’s offer to terminate the Samui Airport Agreements sets out the conditions that BA may adjust and lower the consideration for termination as it deemed appropriate in the case of any material adverse effect event which has or may have occurred and the Fund must enter into the memorandum of agreement
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Date Event to terminate the Samui Airport Agreements drafted by BA or such agreement in the form and content to be agreed by the Fund and BA within July 15, 2021, otherwise BA’s offer will expire.
June 4, 2021 The Property/ REITs Investment Committee’s Meeting considered the offer of BA and approved to propose this agenda to the unitholders for consideration and approval at the Extraordinary General Meeting of Unitholders and to propose this agenda to the meeting of the board of directors of the Management Company for consideration and acknowledgement.
June 7, 2021 The Management Company’s Board of Directors’ Meeting considered and acknowledged the opinion of the Property/ REITs Investment Committee on the offer from BA and viewed that as the offer would directly and significantly impact the unitholders, and the Management Company had a duty to convene the meeting in accordance with the law, the Management Company’s Board of Directors’ Meeting acknowledged the convening of the Extraordinary General Meeting of Unitholders to consider the termination of the Samui Airport Agreements and the dissolution of the Fund. The Management Company had disclosed the convening of the unitholders’ meeting and the record date on which the names of unitholders entitled to attend the meeting is determined through the SET system.
The Management Company issued a letter to the offeror to request for security for the payment of consideration for the termination of the agreements relating to the investment and the benefit arrangement of the operation of Samui Airport and to clarify details concerning the convening of the unitholders’ meeting. However, the offeror has not yet delivered any deposits nor any securities per the Management Company’s request.
1.2 Matter for unitholders’ consideration
The Management Company requests the unitholders to consider for approval in relation to the offer from BA to terminate the Samui Airport Agreements between the Fund and BA.
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1.3 Supporting Information for consideration
The Management Company has considered the terms of the offer from BA and would like to summarize the details of the termination of the Samui Airport Agreements transaction as follows:
1.3.1 Summary of material information of the offer from BA At present, BA is the owner and the holder of the land, runway, parking apron and construction on the leased land used for the operation of Samui Airport where BA leased Samui Airport to the Fund who invested for long-term leasehold rights in the properties under the following agreements: (1) The Long Term Lease Agreement between Samui Airport Property Fund (Leasehold) and Bangkok Airways Public Company Limited dated November 24, 2006, the amendment to the Long Term Lease Agreement dated February 4, 2015 and the amendment to the Long Term Lease Agreement dated November 24, 2018 (“Long Term Lease Agreements”) in which the Fund leases from BA with the remaining lease term of approximately 15.5 years. (2) The Undertaking Agreement dated November 24, 2006 which stipulates that BA must undertake certain actions in favor of the Fund in accordance with its terms because of entry into the Long-Term Lease Agreements. The Fund has sought benefits from such investment in long-term leasehold rights in the properties by having BA sublease relevant assets and the Fund provides services to BA according to related agreements comprises the following: (3) The Sublease of leased land and buildings Agreement between Samui Airport Property Fund (Leasehold) and Bangkok Airways Public Company Limited dated November 24, 2018. (4) The System Services Agreement between Samui Airport Property Fund (Leasehold) and Bangkok Airways Public Company Limited dated November 24, 2006. Moreover, BA has mortgaged and pledged its assets to secure its performance under the above agreements, including any damage as a result of loss from an inability to use the leased assets according to the above agreements, by entering into the following agreements: (5) The Attachment to Mortgage Agreement between Bangkok Airways Public Company Limited and Samui Airport Property Fund (Leasehold) dated November 24, 2006.
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(6) The Notification of Pledge of Securities pursuant to the pledge registration no. 2077 dated June 6, 2012, the Notification of Pledge of Securities pursuant to the pledge registration no. 1098 dated March 2, 2017, the Notification of Pledge of Securities pursuant to the pledge registration no. 4058 dated July 13, 2017 and the report of use of securities to be collateral no. 2/4282 with collateral of April 29, 2020 in which the Company has pledged shares in Bangkok Dusit Medical Services Public Company Limited to be Collaterals. According to the offer, BA wishes to terminate all Samui Airport Agreements in exchange for a total consideration of THB 18,050 million in which BA has set a condition that it may adjust and lower the consideration for termination as it deemed appropriate in the case of any material adverse effect event which has or may have occurred. The consideration and approval of BA’s offer in this meeting will be based on the total consideration for the termination of agreements of THB 18,050 million. However, if BA exercises its right to adjust and lower the consideration for the termination of the agreements after the approval by this unitholders’ meeting,, the Management Company will propose the adjusted price to the unitholders to consider for approval of the adjustment of such consideration for the termination of the agreements whereby BA will be responsible for all related expenses. In this regard, if the unitholders’ meeting approves the adjusted price per BA’s notification, the Fund will receive the consideration for the termination of the Samui Airport Agreements at the price adjusted by BA, but if the unitholders’ meeting does not approve the adjustment of consideration, the memorandum of agreement, which the Fund and BA will enter into upon the approval of this unitholders’ meeting shall be terminated. In this regard, BA’s offer to terminate the Samui Airport Agreements sets out a condition that the Fund must enter into the memorandum of agreement to terminate the Samui Airport Agreements drafted by BA or such agreement in the form and content to be agreed by the Fund and BA within July 15, 2021, otherwise BA’s offer will expire. 1.3.2 BA’s information (1) General Information
Name: Bangkok Airways Public Company Limited
99 Mu 14, Vibhavadirangsit Rd., Chom Phon Sub-district, Address: Chatuchak District, Bangkok
Registered THB 2,100,000,000 capital:
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Airline, airport and airport-related services including ground and Nature of passenger, in-flight catering, and cargo terminal services to its Business: own flights and those of other airlines.
(2) Shareholding structure Number of shares: 2,100,000,000 shares with a par value of THB 1 per share List of top 10 shareholders as of March 11, 2021 (the latest record date for the list of shareholders).
Name Shareholding ratio 1. Mr. Puttipong Prasarttong-Osoth 20.26 2. Mr. Prasert Prasarttong-Osoth 16.04 3. Mrs. Ariya Prasarttong-Osoth 11.59 4. Ms. Poramaporn Prasarttong-Osoth 6.49 5. Bangkok Bank Public Company Limited 5.00 6. Thai NVDR Co., Ltd. 3.88 7. Ms. Somruthai Prasarttong-Osoth 3.69 8. The Sahakol Estate Co., Ltd 3.04 9. Bualuang Long-Term Equity Fund 2.76 10. Bangkok Airways Public Company Limited 1.90
(3) Management Structure List of BA’s directors as of June 20, 2021
Name Position 1. ACM Kaset Rochananil Chairman / Independent Director 2. Mr. Puttipong Prasarttong-Osoth Chief Executive Officer / Vice Chairman / President 3. Mr. Prasert Prasarttong-Osoth Director 4. Mrs. Ariya Prasarttong-Osoth Director 5. Mr. Visanu Prasarttong-Osoth Director 6. Mr. Pradit Theekakul Director 7. Mrs. Narumol Noi-Am Director
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Name Position 8. Mr. Anawat Leelawatwatana Director 9. Mr. Sripop Sarasas Independent Director / Chairman of the Audit Committee 10. Mr. Saharatna Benyakul Independent Director / Member of the Audit Committee 11. Mr. Somboon Kitiyansub Independent Director / Member of the Audit Committee
(4) Relationship with the Fund BA is a connected person of the Fund as BA is a unitholder holding more than 10 percent of the total issued investment units i.e., 285,289,700 units, equivalent to 30.03 percent of the total issued investment units (as of May 28, 2021, which is the latest information of unitholders of the Fund). Furthermore, Dr. Prasert Prasarttong-Osoth, the director and shareholder of BA, holds 4,627,600 investment units in the Fund, equivalent to 0.49 percent as of May 28, 2021.
1.3.3 Details of the assets under the Samui Airport Agreements
Asset Assets which BA uses in the operation of Samui Airport business comprises (1) land with the area of approximately 449 Rai 3 Ngarn 83.3 Square Wah (2) runway (3) parking apron (4) construction on the leased land.
Location Tambon Bo Put, Amphoe Ko Samui, Surat Thani
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Type of right Under the Long Term Under the Sublease Under the System Lease Agreements of leased land and Services Agreement buildings Agreement
BA leases the assets The Fund subleases The Fund provides BA to the Fund for a the assets to BA with utilities system in lease term of 30 years since the Samui Airport and (with the remaining incorporation of the other systems in lease term of Fund with a lease relation to the approximately 15.5 term of 3 years each. operation of Samui years). The agreement has Airport with a term of been extended for 5 30 years (the times (the remaining remaining term of lease term under the service is current agreement is approximately 15.5 approximately 6 years). months).
Rental fee/ Under the Long-term Under the Sublease Under the System service fee Lease Agreement of leased land and Services Agreement buildings Agreement
THB 9,300,000,000 THB 26,125,000 per Fixed fee of THB for the entirety of the month 21,375,000 per agreement which the month and Fund has already Additional service paid to BA in full upon fee which varies entering into the upon the number of Long-term Lease out-bound Agreement. passengers from Samui Airport, number of in-bound flights to Samui Airport and other
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fees under the additional service fee calculation formula under the system services agreement.
1.3.4 The latest asset appraisal reports prepared by 2 appraisers as follows:
Asset Appraiser C.I.T Appraisal Co., Ltd Knight Frank Chartered (Thailand) Co., Ltd.
Appraisal Date April 30, 2021 April 30, 2021
Appraised value THB 10,769,000,000 THB 10,701,000,000
Period of appraisal approximately 15.57 years 15 years and 207 days (15 years and 207 days)
Appraisal Income Approach Income Method approach
In this regard, the two appraisal firms are the firms approved by the Office of the Securities and Exchange Commission (“SEC”). The unitholders may consider additional details in the Summary of appraisal assets reports as appeared in Enclosure 2
1.4 Expenses
The registration fee for the termination of the Long Term Lease Agreements and the redemption of mortgage, other expenses concerning the convening of the unitholders’ meeting to consider the offer of BA and expenses concerning the appointment of relevant advisors shall be responsible by BA.
1.5 Procedures for the termination of the Samui Airport Agreements
After the unitholders’ meeting pass a resolution to approve the termination of the Samui Airport Agreements, the Fund will execute the Memorandum of Agreement on the Termination of Agreements Relating to the Investment and the Benefit Arrangement of the Operation of Samui Airport within July 15, 2021, in which the
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Fund will receive consideration for the termination of the Samui Airport Agreements and will, together with BA, register the termination of the Long Term Lease Agreements and redemption of mortgage at the Land Office. Currently, the offer to terminate the Samui Airport Agreements from BA has not incurred any duty to the Fund, until BA and the Fund execute the Memorandum of Agreement on the Termination of Agreements Relating to the Investment and the Benefit Arrangement of the Operation of Samui Airport. In this regard, if the Fund does not enter into the Memorandum of Agreement on the Termination of Agreements Relating to the Investment and the Benefit Arrangement of the Operation of Samui Airport, the Fund will not be able to demand any deposit or penalty from BA. However, BA is still liable for the expenses incurred from the convening of unitholders’ meeting and appointment of relevant advisors per BA’s letter sent to the Management Company.
1.6 Opinion of the Management Company
The Management Company has considered BA’s offer together with the information prepared by two independent asset appraisers along with the advice of the independent financial advisor and the legal advisor and viewed that the offer has the following advantages and disadvantages: Advantages of the termination of the Samui Airport Agreements for the Fund 1. The unitholders will receive cash from the consideration for the termination of the agreements in the amount higher than the latest asset value appraised by the 2 independent asset appraisers (THB 10,701 million and THB 10,769 million) and the price per investment unit as traded on the SET (THB 13.64 per unit based on the prices of the investment units traded during 15 business days prior to May 28, 2021) in which the sublessor will pay the consideration for the termination of the agreements at THB 18,050 million or THB 19.00 per units. However, the unitholders will not receive the full amount of cash that the Fund receives as consideration for the termination of the agreements as the Fund is liable to tax and other expenses which are required to be deducted for the liquidation process, including the reserve for a potential tax liability arising from the receiving of this consideration for the termination of the agreements. In this regard, the Management Company will later inform the details of the capital distribution to the unitholders. 2. To eliminate future risks from impact on the tourism industry and the number of Thai and foreign tourists travelling to Samui Airport for example recession risk, epidemic risk and political risk which may negatively affect the operating results of the Fund’s investment asset and the Fund’s ability to distribute returns.
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3. If the unitholders resolve to accept the offer to terminate the Samui Airport Agreements, the unitholders will gain more benefits as property funds have legal limitations regarding additional fundraising for the investment in new assets or expansion of the lease period for the existing assets. Furthermore, were the property fund to be converted to a real estate investment trust, it would incur expenses including the expense to register a new leasehold right for the real estate investment trust. 4. To limit the risk of declining price of the investment units traded on the SET which is the reflection of the continuous declining of net asset value of the Fund in accordance with the remaining lease term of the Long Term Lease Agreements per the declining of the period of the benefit arrangement. When the Long Term Lease Agreements’ term is due, the asset value of the Fund will decrease to 0 (the Fund invests in leasehold right of the Samui Airport for 30 years and currently, the remaining term of the leasehold right of the Samui Airport is 15.5 years in which the term of the Long Term Lease Agreements will be due on November 23, 2036). Disadvantages of the termination of the termination of the Samui Airport Agreements for the Fund 1. The unitholders will lose the opportunity to receive stable income from the investment as the Samui Airport Fund has stable income from the sublease agreement and the service agreement in the amount of THB 570 million per year (THB 0.60 per unit) or equivalent to 4.5 percent of the price per investment unit traded on the SET which allows the Fund to distribute consistent returns to the unitholders. Moreover, the Fund has security for the performance of the agreement in relation to lease and services fees for the period of 1 full year. 2. As the Fund invests in an airport asset which has limitations regarding the operating license, the Fund is not able to arrange for an auction to obtain other offers. As such, the offer to terminate the Samui Airport Agreements and the compensation for the loss arising from such termination are proposed by only one offeror who is also the biggest unitholder of the Fund and a connected person of the Fund leaving the unitholders with only one offer from the sole offeror to consider. 3. To limit the opportunity of the Fund to invest in the tourism industry. If the Covid-19 situation alleviates and the trend in the tourism industry improves, there is an opportunity that the traffic and flights will increase and generate more income for the Fund in the future as the Fund invests in the Samui Airport which is in a location with potential where the income may exceed the estimation by the independent appraisers and financial advisor who based their calculation on the current situation.
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After deliberating the value for the termination of the Samui Airport Agreements compared with the price assessed by the asset appraiser, along with the advantages and disadvantages of the termination of the agreements mentioned above, the Management Company viewed that the unitholders should accept BA’s offer with the following reasons: 1. The consideration for the termination of the agreements is higher than the appraised asset value and higher than the price per investment unit as traded on the SET for approximately 39.30 percent (the offered price at THB 19.00 per unit compared with the average market price at THB 13.64 per unit based on the price of the investment units traded 15 business days prior to May 28, 2021). However, the unitholders will not receive the full amount of cash that the Fund receives as consideration for the termination of the agreements as the Fund is liable to tax and other expenses which are required to be deducted for the liquidation process, including the reserve for a potential tax liability arising from the receiving of this consideration for the termination of the agreements. In this regard, the Management Company will later inform the details of the capital distribution to the unitholders. 2. Property funds have legal limitations regarding additional fund raising for additional investment and have investment cost and registration expense relating to the investment in properties as well as the expense in converting a property fund to a real estate investment trust. In this regard, if the Fund does not have a new investment and the lease term of the Samui Airport continues to get shorter, the asset value will decrease to 0 at the end of the lease term and may drive down the price of the investment units traded on the SET as well. In this regard, the Management Company deemed it appropriate to propose that the unitholders meeting consider and approve the termination of the Samui Airport Agreements as detailed above. The unitholders may study additional information including the opinion of the independent financial advisor in the Independent Financial Advisor's Opinion Report in Enclosure 1. However, the Management Company’s opinion above is based on the assumption that BA will not adjust the consideration for the termination of the Samui Airport Agreements. In the case that BA requests to lower the consideration for the termination of the agreements, the Management Company will prepare its opinion on the adjusted consideration and propose such matter to the unitholders for consideration and approval again. Moreover, the termination of the Samui Airport Agreements transaction is still uncertain because the payment of the consideration for the termination of the Samui Airport Agreements is subject to several factors which must be satisfied before the payment of consideration, including but not limited to no litigation and/or complaint or objection submitted to the relevant governing bodies prior to the termination date of the Samui Airport
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Agreements or BA must receive confirmation for the loan given by a financial institution for the payment of consideration for the termination of the Samui Airport Agreements. Therefore, there is still uncertainty whether the Fund will receive consideration for the termination of the Samui Airport Agreements. Furthermore, BA has not yet delivered any deposits nor securities for the payment of such consideration for the termination of the agreements. In the case that there is no payment of consideration, the Samui Airport Agreements will not be terminated.
1.7 Resolution
As the termination of the Samui Airport Agreements will leave the Fund with no leasehold right which is the main asset of the Fund, the transaction is therefore a disposal of material assets pursuant to Clause 76 of TorNor. 36/2562. Furthermore, the transaction constitutes a connected transaction of the Fund since BA is a unitholder of more than 10 percent of the total investment units pursuant to Clause 15/4 of SorThor. 14/2558. The resolution in this agenda must be passed by a vote of not less than three-fourths of the total number of votes of the shareholders present at the meeting and eligible to vote, excluding the investment units of the unitholders with interest in the transaction. The unitholder with interest in this agenda is BA who is a unitholder of more than 10 percent of the total investment units and is direct party to the transaction with the Fund. In this regard, the Management Company deemed it appropriate to propose that the unitholders meeting consider and approve the termination of the Samui Airport Agreements as detailed above. The unitholders may study additional information including the opinion of the independent financial advisor in the Independent Financial Advisor's Opinion Report in Enclosure 1. Since the termination of the Samui Airport Agreements gives rise to and is a direct cause of the dissolution of the Fund, the consideration of Agenda 1 and Agenda 2 are conditional upon one another. In the case the unitholders’ meeting does not approve Agenda 1, Agenda 2 will be deemed to be cancelled and will not be proposed for consideration.
Agenda 2 To consider and approve the dissolution of the Fund and delisting of investment units from the Stock Exchange of Thailand
2.1 Background In the case that the unitholders’ meeting approves the termination of the Samui Airport Agreements in Agenda 1, the Fund’s remaining assets will be the cash consideration derived from the termination of the Samui Airport Agreements and the Fund will no longer have property or leasehold right as its main asset. This will render the Fund unable to maintain the qualification regarding the investment ratio pursuant to Clause 35 of TorNor.
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36/2562. Moreover, Clause 5.1.5 of the fund scheme provides that the Fund shall maintain the investment ratio in properties or leasehold right in properties with an aggregate value of not less than 75 percent of net asset value of the Fund at the end of each accounting period and the inability of the Fund to maintain the investment ratio in properties or leasehold right in properties at the end of such period is a cause for dissolution of the Fund pursuant to Clause 31(3) of the fund scheme in the case that the Management Company is unable to invest in leasehold right in properties as specified in the fund scheme and Clause 94(3) of TorNor. 36/2562 which specifies that the Management Company shall dissolve the fund upon the occurrence of events set out in the fund scheme. 2.2 Matter for unitholders’ consideration Only if the unitholders’ meeting passes a resolution to approve the termination of the Samui Airport Agreements in Agenda 1, the Management Company shall then request that the unitholders consider whether to approve the dissolution of the Fund which will result in the delisting of the investment units from the SET. 2.3 Supporting information for consideration If the unitholders’ meeting approves the dissolution of the Fund, the Management Company will proceed with the capital decrease and distribution of partial cash derived from the termination of the Samui Airport Agreements to be paid to the unitholders before dissolving the Fund and carrying out the liquidation process. However, the Fund will set aside a reserve for the liquidation which includes the management expense of the Fund, the estimated expenses for dissolution and all tax duties which are in discussion with the Revenue Department as well as the potential tax liabilities from the consideration of the termination of the Samui Airport Agreements. Moreover, in the liquidation process, the Fund has remaining taxes which are in the process of request for refund from the Revenue Department, including a possible penalty and surcharge which is under consideration for a waiver from the Revenue Department in which case the Fund is not able to estimate the timing that the Revenue Department will provide the result of consideration and may render the liquidation process to take longer than 90 days from the dissolution date, which is the mandatory period set out under the Notification of Capital Market Supervisory Board No. TorNor. 15/2562 Re: Rules, Conditions and Procedures for Liquidation of Mutual Funds. Therefore, the Management Company will seek a waiver on the dissolution period requirement with the SEC and there may be a delay in receiving this remaining portion of the capital. 2.4 Procedures for the dissolution of the Fund After the unitholders’ meeting has approved the dissolution of the Fund and the delisting of investment units from the SET, preliminary procedures are as detailed below whereby the process is subject to several factors and based on the assumption that BA will not adjust the consideration for the termination of the Samui Airport Agreements and the execution of the memorandum of agreement to terminate the Samui Airport
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Agreements and the condition precedents therein are satisfied or waived and the consideration for the termination of the Samui Airport Agreements is paid. Date Actions
July 15, 2021 The Fund and BA enter into the memorandum of agreement to terminate the Samui Airport Agreements
July 16, 2021 The Management Company determines and discloses the record date on which the names of the unitholders to be entitled to receive the capital distribution and the dissolution date are determined (Record Date).
July 27, 2021 The Fund receives the consideration for the termination of the Samui Airport Agreements from BA and proceeds to register the termination of the Long Term Lease Agreements and redemption of mortgage at the Land Office, together with BA.
July 30, 2021 The date on which the names of unitholders entitled to receive the capital distribution and dividend on the capital gains from the consideration for the termination of the Samui Airport Agreements, the interim dividend and the remaining capital distribution after the dissolution and liquidation of the Fund are determined (Record Date).
August 2, 2021 The investment units are delisted from the SET.
August 11, 2021 The Management Company distributes partial capital* and profits to all unitholders which includes the consideration from the termination of the Samui Airport Agreements after deducting the cash reserve for dissolution and other expenses in relation to the Fund.
Within August 18, Dissolution of the Fund. 2021
Within 90 days from the The liquidator appointed by the Management Company and approved by the SEC
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Date Actions
dissolution of the Fund proceeds to gather and distribute assets to the unitholders (pursuant to the list of or within the period unitholders on the date on which the names of the unitholders entitled to receive the waived by the SEC capital distribution are determined (Record Date) above) and settle all debts of the Fund.
After the liquidation The liquidator registers the dissolution of the Fund with the SEC. process is completed
*this capital distribution and capital gains are calculated from the consideration which the Fund will receive from the termination of the Samui Airport Agreements in the amount of THB 18,050 million less the management expense and estimated expense for the dissolution of the Fund in the amount of approximately THB 446 million, including (1) the liquidator’s and the trustee’s compensation during the liquidation process of the Fund (2) the reserve for expenses in relation to the request for refund of value added tax (VAT) and refund of the witholding tax from the bond interest income tax from the Revenue Department which takes into account the litigation expenses, if needed (3) the reserve for the payment of penalty and surcharge from the special business tax in the amount of not exceeding THB 33,860,148.53 and the surcharge from the value added tax (VAT) in the amount of not exceeding THB 303,973.15. The aforementioned tax issues derived from the different legal interpretations by the Revenue Department and the supreme court regarding the lease and sub-lease transactions which impacted the tax responsibility and tax submission of the Fund as the Managemnet Company had previously informed the unitholders in details. In this regard, the above surcharge liability and the right to request the VAT tax refund are only applicable in the case that the Fund does not receive an approval for the extension on the submission of the special business tax return for which the Fund had submitted the petition to the Minister of Finance / Director-General of the Revenue Department pursuant to Clause 3 octies of the Revenue Code and submitted letters to the Revenue Department which is pending the consideration of the Revenue Department (4) the potential tax liabilities from the consideration for the termination of the Samui Airport Agreements in the amount of approximately THB 389 million in the case that the Revenue Department deems the difference between the cost of investment in the asset and the consideration for the termination of the Samui Airport Agreements as “interest” and subject to special business tax, but if the Revenue Department does not deem such amount as interest, the Fund will not have such tax liability. In this regard, the Management Company expects that the capital distribution and dividend on the surplus from the consideration for the termination of the Samui Airport Agreements will be approximately THB 17,603.50 million or equivalent to approximately THB 18.53 per
17
investment unit. However, such number is a preliminary estimatation and the Management Company will inform the unitholders the details once it is able to calculate the exact number.
2.5 Opinion of the Management Company The Management Company is of the opinion that, in order to comply with the regulations concerning the management of the Fund which requires that the Fund maintain its investment ratio in properties or leasehold right in properties with an aggregate value of not less than 75 percent of net asset value of the fund at the end of each accounting period and the fund scheme which provides that the failure to maintain the investment ratio as set out in the fund scheme is a cause for dissolution of the Fund, once the Fund disposes of all main assets under the Samui Airport Agreements, the Fund will no longer have any properties or leasehold right and will not be able to maintain such investment ratio . Therefore, the Management Company deemed it appropriate to dissolve the Fund and the delisting of the investment units from the SET.
2.6 Resolution
The resolution in this agenda must be passed by a majority vote of the shareholders present at the meeting and eligible to vote.
In this regard, the Management Company would like to invite the unitholders to attend the meeting on the date, time and venue as specified in this letter. For the unitholders who wish to attend the meeting in person, the Management Company will arrange for the registration to attend the meeting to start at 8.00 a.m. For more details, the unitholders may study the relevant evidentiary documentation which the unitholders have to present at the meeting, including the Guidelines for registration, Attending the Meeting and Appointing Proxy in Enclosure 3. For unitholders who wish to attend the meeting via electronic means, the unitholders must submit the request to attend the meeting through Inventech Connect system. The details of which are in the Guidelines for Attending the Meeting by Electronic Means (E-EGM) in Enclosure 4.
For unitholders who are not able to attend the meeting in person and wish to appoint a proxy to attend the meeting and vote on behalf of the unitholders, please fill out the Proxy Form in Enclosure 6 and affix with stamp duty. For unitholders who wish to appoint a proxy proposed by the Fund, the unitholders can appoint such person to be their proxy. The details of the proxy proposed by the Fund are presented in Enclosure 5. The Management company asks for the cooperation of the unitholders in submitting the Proxy Form and supporting documents to our registration personnel on the meeting day or submit the same to the Management Company in
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advance to allow the Manage Company to obtain their proxy within July 13, 2021, or contact the Channel Development Support Team, Business Development Department at 02-305-9800. As the Management Company realizes the importance of your personal data, the Management Company, therefore, wishes to inform you the announcement of Privacy Notice on the Group’s website (www.kkpfg.com/dataprotectection) for your acknowledgement of our guidelines on the protection of your personal data, to describe our grounds for and means of collection, use, disclosure of your personal data and to explain your rights in connection with such personal data as well as your channel to exercise the rights for protecting your personal data.
Sincerely Yours,
(Mr. Yuthapol Laplamool) Managing Director
19 Enclosure 1
QR Code for Independent Financial Advisor's Opinion Report
https://am.kkpfg.com/th/spf
For iOS System 1. Turn on the mobile camera. 2. Focus the mobile camera to QR Code to scan it. 3. The notification will appear on top of the screen. Click on the notification to access documents.
Remark: In case the notification does not appear on the screen of mobile phone, the QR Code can also be scanned with other applications such as QR CODE READER, Facebook or Line. For Android System 1. Open applications such as QR CODE READER, Facebook or Line. How to scan the QR Code with Line application Open Line application and click on “Add friend” Choose “QR Code” Scan the QR Code 2. Focus the mobile camera to QR Code to scan it. Enclosure 2 Summary of Appraisal Reports Knight Frank Chartered (Thailand) Co., Ltd. C.I.T. Appraisal Co., Ltd. Translation Our Ref. VL/mk/R0113/2021
27 May 2021
Samui Airport Property Fund (Leasehold) 19th Floor, Muang Thai-Phatra Complex Building Tower A 252/25 Ratchadaphisek Road, Huaykwang, Bangkok 10310
Attention: Dr. Natkawin Jiamchoatpatanakul Property Fund Manager
Dear Sir,
RE: VALUATION OF LEASEHOLD INTEREST OF SAMUI INTERTIONAL AIRPORT, BEARING ADDRES NO. 99 MOO 4, SNAM BIN ROAD, WITHIN BO PHUT SUB-DISTRICT, KO SAMUI DISTRICT, SURAT THANI PROVINCE, THAILAND.
Further to your instruction to Knight Frank Chartered (Thailand) Company Limited (“Knight Frank Thailand”) to carry out a valuation of the above mentioned property, hereinafter referred as the “Subject Property” please be advised that we have completed the valuation as per details attached.
The attached valuation report sets forth the relevant information and assumptions considered of importance for our estimation of the valuation. This report is for Public Purpose, for which it can be disclosed to other professional advisers assisting in respect of that purpose and for subsequent general public reporting as required.
Knight Frank Thailand and the authorised person below certified that neither the company nor the authorised person has any benefit or interest directly or indirectly with the property under valuation.
Respectfully submitted by Knight Frank Chartered (Thailand) Company Limited
Mr Surasak Limpa-arayakul MRICS Executive Director - Head of Valuation & Advisory
Executive Summary
Reference No. R0113/2021.
Purpose Of To advise you on the Leasehold Interest for the Existing Use of the Subject Valuation Property on the remaining lease period of 15 years and 207 days (or approximately 15.57 years) of existing lease agreement as at the valuation date (30 April 2021). To consider a market value of Samui Airport Property Fund (SPF) as regulated by the Securities and Exchange Commission of Thailand for Public Purposes.
Location Samui Intertional Airport is located at No. 99 Moo 4, Snam Bin Road, within Bo Phut Sub-district, Ko Samui District, Surat Thani Province, Thailand.
Samui Airport is located at latitude 09 Degree, 32 minute, 57 second north and longitude 100 Degree, 03 minute, 45 second east.
The Airport Samui International Airport is categorized as a commercial airport. The airport was developed in 1986 and started as a public operation on 25 April 1989 and has been additional expansion according to the growing demand. Currently, Samui International Airport has a 45 x 2,100 metres runway and 75 metres overrun on both sides with reinforced concrete and asphalt surfacing, which can accommodate various types of aircraft. Currently, the service including the Airbus A-320, Airbus A-319, ATR 72-600, Cessna and Dash 7 with its capacity not exceed the size and weight as referring to exiting aviation license no. 2/2561 and license from the office of Natural Resources and Environmental Policy and Planning under the relevant environmental laws.
Descriptio n The Subject Property under this leasehold valuation (Refer to registered land and lease agreement only), comprises leased land with the runway, parking apron, buildings and other improvements.
Land Details Comprising 29 Chanote Thidin and 19 Nor Sor 3 Gor, containing a total registered land area of 449 rai 3 ngan 83.8 square wah (179,983.8 square wah or 449.9595 rai). Currently, some part of the land area was used as a public road, approximately 1 rai 61.0 square wah (1.1525 rai or 461.0 square wah). The remaining land area of 448 rai 3 ngan 22.8 square wah (448.8070 rai or 179,522.8 square wah). It is long-strip in shape with frontage facing to Sanam Bin Road in 3 parts, a total frontage facing of approximately 560 metres. The land is flat and currently is developed to the Samui International Airport “Samui Airport”.
Building & Other Runway Improvements Consisting of a 45 x 2,100 metres runway and 75 metres overrun on both sides with reinforced concrete and asphalt surfacing
Parking Apron Consisting of the parking apron on the east side and the west side of the runway
Current passenger terminal and Supporting building Current passenger terminal and Supporting building consisting of the domestic terminals, the international terminal and supporting buildings with fair condition and continuing maintenance.
Other Improvements Consisting of parking lot area, covered walkway, reinforced concrete road, leisure hall and internal road within the Samui Park Avenue project.
The Subject Property is currently leased by Bangkok Airways Public Company Limited, having a lease period of 30 years, commencing from 24 November 2006. The remaining lease period is about 15 years 207 days (or approximately 15.57 years) from the date of valuation (30 April 2021).
Tenure Leasehold.
Zoning / Zoning Regulations Located within the “Community Area” (Pink colour) under the Surat Thani Province - Ko Samui Town Plan B.E. 2560
Other Regulations Located within the aircraft Safety Zone of Samui Airport under the regulation issued by the Ministry of Communication Located within the Area 3 of Ministerial Regulation No. 22 (B.E. 2532) and no. 59 (B.E. 2548) issued under the Building Control Act B.E. 2522. Located within the Area 2 of Ministerial of Natural Resources and Environment for Surat Thani Province (B.E. 2557)
Public Facilities Consisting of electricity supply, water supply or raw water and telephone lines.
Proposed Construction Project of Highway No. 4169 (On Baan Hua Thanon - Baan Infrastructure Chaweng) Projects
Title Details Comprises 29 Chanote Thidin and 19 Nor Sor 3 Gor (Please see more details in the report)
Highest & Best Commercial use (Samui International Airport).
Use
Method Of Income Method as the primary method with Cost Method as the check Valuation method.
Valuation Date 30 April 2021
Market Value Value of Leasehold Interest for the : THB 10,701,000,000.- existing use of The Subject Property (Thai Baht Ten Billion, Seven on the remaining lease period of 15 Hundred & One Million Only) years 207 days (as at 30 April 2021)
MV Analysis Cost Method (for a crosscheck) 1. Leasehold Land Value for remaining lease period of 15 years 207 days (or approximately 15.57 years) : THB 423,000,000.- 2. Building and Other Improvements - Replacement Cost As New : THB 3,178,000,000.- - Depreciation Replacement Cost : THB 1,652,000,000.-
Translation 11 Valuation Certification
Final Opinion of Values Market Value In accordance with details outlined in this report and having given very careful consideration to all relevant factors, we are of the opinion that the Value of the Leasehold Interest for the existing use of The Subject Property on remaining lease period of 15 years 207 days (or approximately 15.57 years), as at 30 April 2021, and subject to our assumptions and conditions stated hereinabove, is:
Value of Leasehold Interest for the : THB 01,110,111,-.111 existing use of The Subject Property (Thai Baht Ten Billion, Seven on the remaining lease period of 15 Hundred & One Million Only) years 207 days (as at 30 April 2021)
Signature Yours Faithfully, For and on Behalf of Knight Frank Chartered (Thailand) Company Limited
Mr Prachya Busayaphan Mr Surasak Limpa-arayakul MRICS Senior Director Executive Director Valuation & Advisory Department Head of Valuation & Advisory Qualified Senior Valuer No. 175 Qualified Senior Valuer No. 003
Valuers & Inspectors : Mr Kriengsak Tangtrakulkan Mr Direk Sanansongkram Mr Nataworn Werajit
17/F Ploenchit Center 2 Sukhumvit Road, Klongtoey Bangkok 10110 Thailand www.colliers.com Tel: +662 656 7000 Fax: +662 656 7111
Our Ref: VR_2021-0017-E
14 June 2021
To: Fund Manager of the Samui Airport Property Fund (SPF) Kiatnakin Phatra Asset Management Company Limited 19/F Muang Thai-Phatra Office Tower A 252/25 Ratchadapisek Road Huaykwang Bangkok 10310 Thailand.
Subject: Valuation Report
In accordance with our terms of engagement to provide valuation service for land comprising 48 title deeds and certificates of utilization (Nor Sor. 3 Kor) with a total area of 449-3-83.80 rai (449.9595 rai or 179,983.80 sq. wah) where the land in this valuation is 448-3-22.80 rai (448.8070 rai or 179,522.80 sq. wah) together with building, improvement, equipment and machinery erected on the site and operated as “Samui International Airport” located at 99 Moo 4 Sanam Bin Road, Bophut Sub-district, Koh Samui District, Surat Thani province in order to know the leasehold value under fund structure for Kiatnakin Phatra Asset Management Company Limited to purchase and sale as well as public purpose.
The opinion of value is conducted in accordance with valuation standards; caveat and assumptions demonstrate in this report.
We hereby certify that to the best of our knowledge and belief, no valuer has any direct or indirect interest in or connection with the subject being appraised. Yours sincerely,
For and on behalf of C.I.T. Appraisal Co., Ltd. or Trading name as “Colliers Thailand”
Tatchada Supakornpichan MRICS and Qualified Senior Valuer under SEC Approval List Senior Director
EXECUTIVE SUMMARY
The Client Kiatnakin Phatra Asset Management Company Limited Fund Name (Thai) กองทุนรวมสิทธิการเช่าอสังหาริมทรัพย์สนามบินสมุย Fund Name English) Samui Airport Property Fund (Leasehold) To know an opinion of value of Samui Airport under sub-leasehold condition of Samui Purposes of Valuation Airport Property Fund (Leasehold) for purchase and sale as well as public purposes No.99 Moo 4 Sanam Bin Road, Bophut Sub-district, Koh Samui District, Surat Thani Property Address province GPS Coordination N 9.551013, E100.065072 (Main Entrance and Exit of Departure) Leasehold interest of Samui International Airport comprising 48 title deeds and certificates of Utilization (Nor Sor. 3 Kor) with a total area of 449-3-83. 80 rai ( 449. 9595 rai or Property Description 179,983.80 sq. wah) where the land in this valuation is 448-3-22.80 rai ( 448.8070 rai or 179,522.80 sq. wah) together with 14 main buildings, 84 supporting buildings and equipment and machinery erected on the leasehold land. Details of certificates included in this valuation are summary below; 1) 29 title deeds with a total area of 354-3-65.80 rai (354.9145 rai or 141,965.80 sq. wah) Certificate of 2) 19 certificates of utilization (Nor Sor. 3 Kor) with a total area of 95-0-18.00 rai (95.0450 ownership Description rai or 38,018.00 sq. wah). (Please refer to details in the report) Building and improvements on leased land in accordance with details in Appendix 2 page 29 of lease agreement are defined as all permanent buildings erected on the leased land including fire station, reservoir, current passenger buildings, new passenger buildings, Building Description infrastructure within the Samui International Airport as well as other system inside the current passenger building and new passenger building. 14 main buildings, 84 supporting buildings, and other developments on land leasehold (Including equipment and machinery). Registered Owner Bangkok Airways Company Limited. Tenure Leasehold interest. Lessor Bangkok Airways Company Limited. Lessee Samui Airport Property Fund (Leasehold) Sub-Lessee Bangkok Airways Company Limited. 1) Construction/Renovation/Demolish permit No.389/2543, dated 8 December B.E.2543 (A.D.2000) is allowed Bangkok Airways Company Limited to construct and renovate the Building Construction runway and parking space under reinforced concrete condition. The summary details as Permit (Aor.1) below; (1.1) Reinforced concrete for landing and takeoff with a total area of 127,200 sq. m (1.2) Reinforced concrete for Plane parking with a total area of 14,250 sq. m 2) Construction permit allowance No.163/2546, dated 25 February B.E.2546 (A.D.2003) is granted permission to Bangkok Airways Public Company Limited for construction of reinforced concrete building. The detail is summary below; (2.1) 17 reinforced concrete buildings for aviation and offices with a total area of 5,460 sq. m (2.2) 38 reinforced concrete buildings for shop and service with a total area of 2,141 sq. m (2.3) Two (2) stories of one (1) reinforced concrete building for food building with a total area of 778 sq. m Public Aerodrome Establishment License No.2/2561, dated 29 October B.E.2561 Public Aerodrome (A.D.2018) is allowed Bangkok Airways Public Company Limited to establish Samui Establishment License Airport under Air Navigation Act B.E.2497 (A.D.1954)
Air Operator Certificate No.05/2553, dated 17 April B.E.2556 (A.D.2013) is permitted Air Operator Bangkok Airways Public Company Limited for commercial aviation business under Certificate (AOC) regulation and restriction of Air Navigation Act B.E.2497 (A.D.1954) Air Operating License No.3/2552, dated 15 January B.E.2552 (A.D.2009) grant permission to Bangkok Airways Public Company Limited for operating commercial local Air Operating License and International aviation business Airliner and Air Charter types under no.3 clause 4, (AOL) no.4, no.7, and no.9 of Declaration of the Revolutionary Council No. 58 published on 26 January B.E.2515 (A.D.1972) The current Koh Samui Town Plan has expired and under process the new one. The Property is therefore followed Surat Thani Town Plan B.E.256 0 (A.D. 201 7 ) which is Town Planning Zone designed in “Pink zone” (area no 1.3)” and used for residential, commercial, agricultural, academic institution, religious institution and public utilities. Public utilities and facilities provide electricity, water, telecommunication, drainage Public Utilities system, and streetlight. Expropriate None to our knowledge Public Infrastructure None to our knowledge Highest and Best use Commercial purposes Valuation Approach Income Approach (Primary method) and Cost Approach (Secondary method) Date of Inspection 25 May 2021 Date of Valuation 30 April 2021 (projection period from 1 May 2021 to 23 November 2036) Remaining leasehold period Income Approach (THB) Cost Approach (THB) Opinion of Value 15.57 years 10,769,000,000.00 2,063,000,000 Final Opinion of Value THB10,769,000,000.00 (Ten Billion Seven Hundred Sixty-Nine Million Thai Baht) based on Fund’s (Sub-Leasehold value on land, building, and others development subject to 15.57 seeking benefit remaining years) structure Bangkok Airways Company Limited was registered in the Stock Exchange of Thailand Remark on 27 February 2013 and renamed to be “Bangkok Airways Public Company Limited”.
7.5 FINAL OPINION OF VALUE
C.I.T. Appraisal Co., Ltd. has an final opinion of the leasehold value for land with building, improvement, machinery and equipment erected on site under fund structure of the Samui Airport Property Fund (“the Property”) subject to the contents, terms, and conditions contained within and annexed to our report. The final opinion of value is in the sum of:
FINAL OPINION OF VALUE 10,769,000,000 Thai Baht (Ten Billion Seven Hundred Sixty-Nine Million Thai Baht)
C.I.T. Appraisal Co. Ltd and the valuers certify that we have no any direct or indirect interest in or connection with the subject being appraised and we have performed duties as a valuer carefully in accordance with professional standards and ethics.
For and behalf of C.I.T. Appraisal Co., Ltd. or trading name as “Colliers Thailand”
Inspector and Valuer Inspector and Valuer
Natthapon Temtananurak Sitthinat Watana Assistant Manager, Senior Valuer, VAT & TVA Qualified General Valuer no.835 VAT & TVA Qualified Valuer no.2174
Valuer Report Examiner
Kattaliya Pitakvorarat Noppadon Srithiamthong Manager; Director, VAT & TVA Qualified Valuer No. 1869 VAT & TVA Qualified Senior Valuer no.446 SEC Approval List
Report Approver
Tatchada Supakornpichan Senior Director, MRICS, VAT & TVA Qualified Senior Valuer No.078 SEC Approval List
Enclosure 3
Procedures of Registration, Meeting Attendance and Proxy in the Extraordinary General Meeting of Unitholders No. 1/2021 of Samui Airport Property Fund (Lease hold) (SPF) Wednesday, July 14, 2021, 10.00 a.m.
1 Registration
Unitholders or proxies are allowed to register and submit the documents or evidence to attend the unitholders’ meeting at Ballroom 1, 3rd Floor, the Emerald Hotel Bangkok, 99/1 Ratchadapisek Road, Din Daeng Sub-district, Din Daeng District, Bangkok as attached the Map for Meeting Venue in Enclosure 7 on Wednesday, July 14, 2021, from 8.00 a.m. onwards. Barcode system is used for the registration for attendance of the meeting, therefore, please bring the supporting documents sent to the unitholders along with the invitation letter which has the barcode for registration.
2 Self-Attending
2.1 Unitholders who are a natural person The unitholders shall present an official identification document issued by the government authorities (original document) which contains a photograph of the unitholder and is not expired, e.g. identification card, government officer identification card, driver license or passport (in case of foreigners). In case of changing name or last name, please submit the evidence thereof. 2.2 Unitholders who are a juristic person (1) Unitholders who are a juristic person registered in Thailand
The unitholders shall present a copy of the Affidavit of the juristic person (issued not more than 6 months) certified true copy by the authorized person(s) of the juristic person and affixed with the juristic person’s seal (if any).
The authorized person(s) of the juristic person shall present an official identification document issued by the government authorities (original document) which contains a photograph of such person and is not expired, e.g. identification card, government officer identification card, driver license or passport (in case of foreigners). In case of changing name or last name, please submit the evidence thereof. (2) Unitholders who are a juristic person registered in foreign country
The unitholders shall present a copy of the Affidavit of the juristic person (issued not more than 6 months) which is issued by the competent authorities where the juristic person is registered which shall contain the details of the name of juristic Enclosure 3
person, the authorized person(s), conditions or restrictions of the authority to sign and the location of headquarter office, including certified true copy by the authorized person(s) and affixed with the juristic person’s seal (if any)
The authorized person(s) of the juristic person pursuant to the Affidavit shall present the passport (original document) which is not expired
In case the original documents are not in English, the English translation shall be prepared and certified by the authorized person(s) of the juristic person and affixed with the juristic person’s seal (if any).
If the Unitholders wish to leave the Meeting before the end of the meeting, please inform the staff at the registration point in order that the Management Company will remove the Unitholders from the quorum of the Meeting. However, the Management Company does not reserve the right of the Unitholders in returning to re-register and re-join the Meeting. In case, any Unitholders who wish to leave the Meeting before the end of the meeting, would like to cast their votes, they can submit their ballots to the staff in order to have their votes processed in the vote counting system, and as such it shall be deemed that the Unitholders still remains in the quorum of the Meeting.
3 Proxy
The unitholder appointing the proxy shall grant only one proxy to attend the meeting and cast the vote on his/her behalf by using Proxy Form B. (For General Unitholders) or Proxy Form C. (For foreign unitholders appointing trustee/custodians in Thailand only) which have been attached in Enclosure 6. In addition, the unitholder may use Proxy Form A. (General Proxy Form) which can be downloaded from https://am.kkpfg.com/th/investors-information 3.1 In case of a natural person, the following documents shall be presented: (1) The Proxy Form attached to the notice of this meeting, which is correctly and completely filled in and signed by the proxy grantor and the proxy, and duly affixed stamp duty; (2) A copy of an official identification document issued by the government authorities which contains a photograph of the proxy grantor and is not expired, e.g. identification card, government officer identification card, driver license or passport (in case of foreigners), and certified true copy by the proxy grantor. In case of changing name or last name, please submit the evidence thereof; (3) An official identification document issued by the government authorities (original document) which contains a photograph of the unitholder and is not expired, e.g. Enclosure 3
identification card, government officer identification card, driver license or passport (in case of foreigners). 3.2 In case of juristic person, the following documents shall be presented: (1) The Proxy Form attached to the notice of this meeting, which is correctly and completely filled in and signed by the authorized person(s) of juristic person according to the Affidavit of the juristic person, and affixed with the juristic person’s seal (if any) as well as duly affixed stamp duty; (2) In case of juristic person registered in Thailand, please submit a copy of the Affidavit of the juristic person (issued not more than 6 months) certified true copy by the authorized person(s) of the juristic person and affixed with the juristic person’s seal (if any). (In the event that the proxy grantor is empowered to execute the proxy by the authorized signatory of such juristic person, please also submit a copy of relevant power of attorney together with a copy of Affidavit as of the date at which such power of attorney was executed); (3) In case of juristic person registered in foreign country, please submit a copy of the Affidavit of the juristic person (issued not more than 6 months) which is issued by the competent authorities where the juristic person is registered and contains the details of the name of juristic person, the authorized person(s), conditions or restrictions of the authority to sign and the location of headquarter office, including certified true copy by the authorized person(s) and affixed with the juristic person’s seal (if any). (In the event that the proxy grantor is empowered to execute the proxy by the authorized signatory of such juristic person, please also submit a copy of relevant power of attorney together with a copy of Affidavit as of the date at which such power of attorney was executed); (4) A copy of an official identification document issued by the government authorities and certified true copy by authorized person(s) of juristic person who executes the Proxy Form which contains a photograph of such authorized person(s) of juristic person and is not expired, e.g. identification card, government officer identification card, driver license or passport (in case of foreigners); (5) An official identification document of the proxy issued by the government authorities (original document) which contains a photograph of the proxy and is not expired, e.g. identification card, government officer identification card, driver license or passport (in case of foreigners); Enclosure 3
(6) In case the original documents are not in English, the English translation shall be prepared and certified by the authorized person(s) of the juristic person and affixed with the juristic person’s seal (if any).
Enclosure 4
Guidelines for attending the Meeting by Electronic Means (E-EGM)
The Unitholders who wish to attend the Meeting via electronic means shall proceed with the following steps: (1) Steps for submission of request to attend the meeting by Electronic Means (e-Request) via Web browser; (2) Steps for using the electronic conference system (e-Meeting) via “Cisco WebEx Meeting”; and (3) Steps for using the electronic voting system (e-Voting) via “Inventech Connect”.
** Cisco WebEx Meeting and Inventech Connect support Web Browser for PC, iOS and Android.
(1) Steps for submission of request to attend the meeting by Electronic Means (e-Request)
1. The Unitholders must submit a request to attend the meeting by Electronic Means via Web Browser at https://app.inventech.co.th/SPF172027R/ or scan QR Code:
2. The Unitholders must prepare the following information to fill-in through the system:
Identification Card Number/Passport Number (for foreigner) Unitholders Registration Number Name and Surname Number of units held E-Mail Address Mobile Number Additional Attachments . For Unitholders who wish to attend the meeting by Electronic Means themselves, please attach a copy of Identification Card /Passport (for foreigner) and certified true copy (a photo is also applicable to upload into the system). . For Unitholders who wish to attend via a proxy, please also attached the proxy forms with required documents. 3. After completely filled-in all required information, please select “I have read and agreed to comply with meeting attendance requirements, and meeting attendance requirements through Inventech Connect” then click “accept on the term of service”. 4. Then click to “submit the request”. 5. After completing the fourth step: An assigned administration team will review the document. Once your request is approved, the Unitholders will receive an email to notify the followings: (1) Link for the registration for the meeting (2) Username and Password for e- Meeting and e-Voting (3) Link for download and installation of Cisco WebEx Meeting Application Enclosure 4 (4) Link for user manual. The Unitholders can access the system to attend the meeting on the date specified in the notice of the Unitholders' meeting. In case the request is rejected, Unitholders will receive an email to notify them on the details and the reason for rejection, then the Unitholders can re-submit through the system. 6. For Unitholders who would like to attend the Meeting either through the Electronic Means by themselves or via proxy other than the Fund’s appointed person, such Unitholders may submit a request through the registration system from 5 July 2021 at 8:30 a.m. onwards until the date of the Meeting (only on business days). The registration system will close at the end of the Meeting on 14 July 2021.
Enclosure 4 (2) Steps for using the electronic conference system (e-Meeting)
1. Please follow the installation procedure and operation manual as follows:
1.1 Using Cisco WebEx Meeting
Installation Manual for Cisco WebEx Meeting can be study via this link:- https://qrgo.page.link/CGV2B or QR Code:
1.1.1 Cisco WebEx Meeting installation instruction via PC or Laptop 1. Go to website: https://www.webex.com/downloads.html scan QR Code:- 2. Choose download Cisco WebEx Meetings by clicking “Download for Windows” button. 3. Double click the webexapp.msi (can be found at Folder Download) to enter the Installation page; 4. Enter the installation page, then click “Next”; 5. Select “I accept the terms in the license agreement” and then click “Next”; 6. Click the “Install” button, then wait for the installation for a moment, and then click “Finish”; 7. When the installation is completed, the “Cisco WebEx Meetings” icon will appear on Desktop’s screen. 1.1.2 Step to install Cisco WebEx Meeting using Mobile Device For iOS (Version iOS 10.0 up) For Android (Version Android 6.0 up) 1. Assess App Store 1. Access Play Store 2. Go to the search icon or the “magnifying glass” 2. Go to “Search for apps & games” and type symbol and type “Cisco WebEx Meeting” and click “Cisco WebEx Meetings” and click “Search”. “search” button. 3. Then click “Install” button on the right to install 3. Then click the “Accept” button on the right to install the Cisco WebEx Meetings Application on symbol Cisco WebEx Meetings Application or the symbol as as shown in the picture shown in the picture 4. Click “Accept” to confirm Application 4. Specify a password or Touch ID to confirm installation. application installation. 5. Then wait for a moment for installation. 5. Then wait for a moment for installation. 6. When the installation is completed, the “WebEx 6. When the installation is completed, the “WebEx Meet” Meet” icon will appear on the phone’s screen. icon will appear on the phone’s screen. Enclosure 4 (3) Steps for using the electronic voting system (e-Voting) 1. Using Inventech Connect System Manuals for your type of electronic device are as follows: Manual for PC / Laptop Manual for iOS
https://qrgo.page.link/KqnoP https://qrgo.page.link/pgvit Manual for Web Browser Manual for Android
https://qrgo.page.link/iZ3ka https://qrgo.page.link/vZ4rZ
1.1 Steps for using Inventech Connect via PC/Laptop are as follows: 1. On the Meeting day, the electronic conference system (Cisco WebEx Meeting) will be available from 08.00 a.m. onwards (2 hours before the Meeting’s commencement). Unitholders must click the link to enter Registration for the Meeting as provided in the approval notification Email for Inventech Connect to attend the Meeting. 2. Then the system will display information for e-Register. Fill-in the Username and Password that received by email, then click “sign-in” button. 3. The system will display the Unitholders’ registration information. (At this procedure, it will be considered that the Unitholders have already registered to attend the meeting and the number of units of the Unitholder to be counted as a quorum.) Then click “Go to the registration page to watch the live broadcast via Application Cisco Webex Meeting”. 4. The system will display the “Event Information”: The Unitholders must fill-in the information on the right side of “Join Event Now” with the following details: The system will display the Unitholders’ name or proxies name for First Name. The system will display the Unitholders’ registration number (in case of proxy it will display * after the registration number. Fill-in email address (*email address must be the same email that register via e-Request). In the “Event Password” the system will set the default value for Unitholders. There is no need to make any changes. Then click “Join Now” button. Enclosure 4 5. After that, click “Run a temporary application” to access the Cisco WebEx Meeting application. 6. Click the “Join Event” button (green colour) to join the meeting via Cisco WebEx Meeting Application. 7. The system will display 2 operation screens; one on the left showing live broadcast and the right showing Q&A and Multimedia Viewer functions with the login page of Inventech Connect for e-Voting. 8. Then click the “Continue” button (blue colour) on the right hand side of the Multimedia Viewer function. The system will display the login screen for Inventech Connect and click “Sign in” button. 9. The system will display on Select Agenda, and Unitholders may view which agenda may be voted by clicking the “Select Agenda” (green colour) in corner on the left and bottom. 10. The system will display the status of each agenda – voting status: pending. 11. When Unitholders wish to vote, choose the agenda to vote. Then the system will show all voting buttons 1. Agree (green colour), 2. Disagree (red colour), and 3. Abstain (orange colour), To cancel the last vote, Press the blue button. “Do not submit vote” (The unitholder may change the voting until the voting is closed for such agenda) If the Unitholder or the proxy chooses “Do not submit vote” without choosing other buttons or does not vote within the specified voting time, the Management Company will count such action as an agreed vote. 12. Unitholders can conduct a review of the votes on an agenda basis. When the voting results are closed, select the agenda you want to review, and then the system will display a graph and a table showing voting information of the selected session. 13. *In the event that a Unitholder has been authorized by multiple accounts, select “User Icon” and click on the “Switch Account” button to access other accounts. Votes and quorum will not be discarded or removed from the meeting. 14. *Unitholders may leave the Meeting by selecting the “User Icon” and click “Leave Meeting” button. *If the Unitholder leaves the meeting during the Meeting, the system will not count the vote of such Unitholder on the agenda that has not yet been processed. 1.2 Steps for using Inventech Connect for e-Voting via Mobile Device are as follows: >>Screen 1: Live Broadcast by the Fund 1. On the Meeting day, the electronic conference system (Cisco WebEx Meeting) will be available from 08.00 a.m. onwards (2 hours before the Meeting’s commencement). To attend the Meeting, the Unitholders must click the link as provided in the approval notification Email for using e-Voting via Inventech Connect to enter the Registration for the meeting . 2. After that the system will display the e-Register page, the Unitholders must fill-in Username and Password that received by email, the click “Sign-in”. Enclosure 4 3. Upon successful registration, the system will display Unitholder registration information. (At this procedure, it will be considered that the Unitholders have already registered to attend the meeting and the number of units held by such Unitholders shall be counted as a quorum.) Then click to registration page to join the meeting via Cisco WebEx Meeting Application. 4. The system will display Event Information, then click “Join” 5. Then fill-in information in Display Name and Email Address, then click “OK” 6. Click “Join” (green) to attend the meeting via Cisco WebEx Meeting Application. If Unitholders wish to use Inventech Connect, switch the browser to use 2nd Screen and proceed as follows: >>Screen 2: Using Inventech Connect 1. Unitholders must click the link for registration (For Unitholders who do not want to view the live meeting) from the notification email for Inventech Connect or URL for e-Voting function which was sent from Administrator via “Chat” function in application Cisco Webex Meeting. 2. Enter Username and Password from the request approval notification email, then click “Sign in” button. 3. The system will display “Select Agenda” icon, and Unitholders may view which agenda may be voted by clicking the “Select Agenda” (green) in corner on the left and bottom. 4. The system will display the status of each agenda – voting status: pending. When Unitholders wish to vote, choose the agenda to vote. Then the system will show all voting buttons 1. Agree (green colour), 2. Disagree (red colour), and 3. Abstain (orange colour), 4. “Do not submit vote” (bule colour) If the Unitholder or the proxy chooses “Do not submit vote” without choosing other buttons or does not vote within the specified voting time, the Management Company will count such action as an agreed vote. 6. Unitholders can conduct a review of the votes on an agenda basis. When the voting results are closed, select the agenda you want to review, and then the system will display a graph and a table showing voting information of the selected session. 7. *In the event that a Unitholder has been authorized by multiple accounts, select “User Icon” and click on the “Switch Account” button to access other accounts. Votes and quorum will not be discarded or removed from the meeting. 8. *Unitholders may leave the meeting by selecting the “User Icon” and click “Leave Meeting” button. *At this step, if the Unitholder leave the meeting during the Meeting, the system will not count the vote of the Unitholders on the agenda that has not yet been processed.
Enclosure 4 **The functionality of the electronic conferencing system (Cisco Webex Meeting) and the electronic voting system (Inventech Connect) is dependent on the internet system supported by Unitholders or proxies. Including equipment and/ or program of the device. Please use the device and/or the following programs to operate the system.** . Recommended internet speed should be at least 4 Mbps; . Mobile phones/tablet devices with Android operating system that supports android 6.0 version or above, or mobile phones/tablet devices with IOS operating system that supports IOS 10.0 version or above; . Desktop computer/notebook with Window operating system that supports Window 7 or above, or desktop computer/notebook with MAC operating system that supports OS X 10.13 or above.; . Internet Browser: Firefox or Chrome (recommended) or Safari. How to check the operating system version . For Android: Choose settings or additional settings > About Phone > Software or Android version information; . For iOS: Selecting Settings > General > About > Version Remark: 1. The Unitholders must fill-in the Username and Password that received via email from making the e-Request for register and join the meeting, at this procedure, it will be considered that the Unitholders have already registered to attend the meeting, (if Unitholders do not register to attend the meeting, your investment units will not be counted as a quorum, and you cannot vote or watch the live meeting). Also, if the Unitholders leave the meeting during the meeting by pressing the “leave the meeting” button, the system will remove the Unitholders from the quorum of the Meeting and will not count the votes on the agenda that has not yet been processed . 2. The Unitholders must prepare the Email Address for e-Request to obtain 1.Link of Registration for the meeting 2. Username and Password for attending the meeting. 3. The required information must be aligned with the information as of the record date that provided by Thailand Securities Depository Co., Ltd (TSD) and Registrar’s data base. For a troubleshooting related to the system, please contact: 02-021-9125, the service will be available from 5 July 2021 at 8:30 a.m. onward until 14 July 2021 Until the end of the meeting (Only on business days)
Enclosure 5 Profile of the Proxy proposed by the Fund
Name Mr. Yuthapol Laplamool Position Managing Director Kiatnakin Phatra Asset Management Company Limited Education Bachelor of Science in Business Administration, California State University, Los Angeles • 2013 – current Managing Director Kiatnakin Phatra Asset Management Company Limited • 2011 – 2013 Assistant Managing Director, Head of Private Fund, Investment Management Division, Phatra Securities Public Company Limited • 2003 - 2011 Vice President of Investment Division, American International Assurance Company Limited Experience • 2002 - 2003 Director of Fund and Research Management Department (Fund Manager) Kasikorn Asset Management Company Limited • 200 – 2002 Head of Investment and Equity Department, Aberdeen Asset Management Company Limited • 1996 - 2000 Investment Analyst Nakornthon Schroder, Schroder Asset Management Conflict of Interest in the Proposed - Agenda
เอกสารแนบท้าย 6 Enclosure 6
หนังสือมอบฉันทะ แบบ ข. Proxy Form B. (ปิดอำกรแสตมป์ 20 บำท) (แบบที่ใช้ส ำหรับผู้ถือหน่วยลงทุนทั่วไป) (For general unitholders) (Please affix stamp duty of Baht 20)
เขียนที่ Written at วันที่ เดือน พ.ศ. Date Month Year
(1) ข้ำพเจ้ำ I/We สัญชำติ nationality อยู่บ้ำนเลขที่ ถนน ต ำบล/แขวง residing or located at no. Road Tambol/Khwaeng อ ำเภอ/เขต จังหวัด รหัสไปรษณีย์ Amphoe/Khet Province Postal Code
เป็นผู้ถือหน่วยลงทุนของกองทุนรวมสิทธิการเช่าอสังหาริมทรัพย์สนามบินสมุย (“กองทุนรวม”) being a unitholder of Samui Airport Property Fund (Lease hold) (the “Fund”), โดยถือหน่วยลงทุนจ ำนวนทั้งสิ้นรวม หน่วย holding the total amount of units และออกเสียงลงคะแนนได้เท่ำกับ เสียง and having the right to vote equal to votes
(2) ขอมอบฉันทะให้บุคคลใดบุคคลหนึ่งเพียงผู้เดียว ดังต่อไปนี้ hereby appoint any one of the following persons
(1) ชื่อ อำยุ ปี อยู่บ้ำนเลขที่ Name age years, residing or located at no. ถนน ต ำบล/แขวง อ ำเภอ/เขต Road Tambol/Khwaeng Amphoe/Khet จังหวัด รหัสไปรษณีย์ Province Postal Code
(2) ชื่อ นำยยุทธพล ลำภละมูล ในฐำนะกรรมกำรผู้จัดกำรของบริษัทหลักทรัพย์จัดกำรกองทุน เกียรตินำคินภัทร จ ำกัด ในฐำนะบริษัทจัดกำรของกองทุนรวม อำยุ 53 ปี อยู่บ้ำนเลขที่ 66/77 Name Mr. Yuthapol Laplamool as the Managing Director of Kiatnakin Phatra Asset Management Company Limited, as the Management Company of the Fund age 53 years, residing at 66/77 ถนน - ต ำบล/แขวง ประเวศ อ ำเภอ/เขต ประเวศ จังหวัด กรุงเทพมหำนคร รหัสไปรษณีย์ 10250 Road - Tambol/Khwaeng Pravet Amphoe/Khet Pravet Province Bangkok Postal Code 10250
เป็นผู้แทนของข้ำพเจ้ำเพื่อเข้ำประชุมและออกเสียงลงคะแนนแทนข้ำพเจ้ำในกำรประชุมวิสำมัญผู้ถือหน่วยลงทุนครั้งที่ 1/2564 ใน วันพุธ ที่ 14 กรกฎำคม 2564 เวลำ 10.00 น. ณ ห้องบอลรูม 1 ชั้น 3 โรงแรมดิเอมเมอรัลด์ กรุงเทพมหำนคร เลขที่ 99/1 ถนน รัชดำภิเษก แขวงดินแดง เขตดินแดง กรุงเทพมหำนคร หรือที่จะพึงเลื่อนไปในวัน เวลำ และสถำนที่อื่นด้วย
เอกสารแนบท้าย 6 Enclosure 6
to be my/our proxy to attend and vote on my/our behalf at the extraordinary general meeting of unitholders No.1/2021 on Wednesday July 14, 2021, 10.00 a.m., at Ballroom 1, 3rd Floor, the Emerald Hotel Bangkok, 99/1 Ratchadapisek Road, Din Daeng Sub-district, Din Daeng District, Bangkok or any adjournment at any date, time and place thereof.
(3) ข้ำพเจ้ำขอมอบฉันทะให้ผู้รับมอบฉันทะออกเสียงลงคะแนนแทนข้ำพเจ้ำในกำรประชุมครั้งนี้ ดังนี้ I/We hereby authorize the proxy to vote on my/our behalf at this meeting as follows: วาระที่ 1 พิจารณาอนุมัติการยกเลิกสัญญาสนามบินสมุย Agenda 1 To consider and approve the termination of the Samui Airport Agreements
(ก) ให้ผู้รับมอบฉันทะมีสิทธิพิจำรณำและลงมติแทนข้ำพเจ้ำได้ทุกประกำรตำมที่เห็นสมควร (a) To grant my/our proxy to consider and vote on my/our behalf as he/she may deem appropriate in all respects. (ข) ให้ผู้รับมอบฉันทะออกเสียงลงคะแนนตำมควำมประสงค์ของข้ำพเจ้ำ ดังนี้ (b) To grant my/our proxy to vote at my/our desire follows: เห็นด้วย ไม่เห็นด้วย งดออกเสียง Approve Disapprove Abstain
วาระที่ 2 พิจารณาอนุมัติการเลิกกองทุนรวมและเพิกถอนหน่วยลงทุนออกจากการเป็นหลักทรัพย์จดทะเบียนใน ตลาดหลักทรัพย์แห่งประเทศไทย
Agenda 2 To consider and approve the dissolution of the Fund and delisting of investment units from the Stock Exchange of Thailand
(ก) ให้ผู้รับมอบฉันทะมีสิทธิพิจำรณำและลงมติแทนข้ำพเจ้ำได้ทุกประกำรตำมที่เห็นสมควร (a) To grant my/our proxy to consider and vote on my/our behalf as he/she may deem appropriate in all respects. (ข) ให้ผู้รับมอบฉันทะออกเสียงลงคะแนนตำมควำมประสงค์ของข้ำพเจ้ำ ดังนี้ (b) To grant my/our proxy to vote at my/our desire follows: เห็นด้วย ไม่เห็นด้วย งดออกเสียง Approve Disapprove Abstain
(4) กำรลงคะแนนเสียงของผู้รับมอบฉันทะในวำระใดที่ไม่เป็นไปตำมที่ระบุไว้ในหนังสือมอบฉันทะนี้ให้ถือว่ำกำรลงคะแนนเสียงนั้นไม่ ถูกต้องและไม่ถือเป็นกำรลงคะแนนเสียงของผู้ถือหน่วยลงทุน Vote of the proxy in any agenda which is not in accordance with this Proxy Form shall be invalid and shall not be deemed as the vote of a unitholder.
(5) ในกรณีที่ข้ำพเจ้ำแต่งตั้งให้บุคคลอื่นซึ่งมิใช่กรรมกำรผู้จัดกำรของบริษัทจัดกำรกองทุนรวมเป็นผู้รับมอบฉันทะของข้ำพเจ้ำแต่ ไม่ได้ระบุควำมประสงค์ในกำรออกเสียงลงคะแนนในวำระใดไว้ หรือระบุไว้ไม่ชัดเจน หรือในกรณีที่ที่ประชุม มีกำรพิจำรณำหรือลงมติในเรื่องใดนอกเหนือจำกเรื่องที่ระบุไว้ข้ำงต้น รวมถึงกรณีที่มีกำรแก้ไขเปลี่ยนแปลงหรือเพิ่มเติม ข้อเท็จจริงประกำรใด ให้ผู้รับมอบฉันทะมีสิทธิพิจำรณำและลงมติแทนข้ำพเจ้ำได้ทุกประกำรตำมที่เห็นสมควร In case I/we have appointed a person, who is not the Managing Director of the Management Company, as my/our proxy, but I/we do not specify my/our instruction in any agenda or my/our instruction is unclear or in case that the meeting considers or passes resolutions in any matters other than those specified above, including there is any amendment or addition, the proxy is entitled to consider and vote on my/our behalf as he/she deems appropriate in all respects.
เอกสารแนบท้าย 6 Enclosure 6
(6) ในกรณีที่ข้ำพเจ้ำแต่งตั้งให้กรรมกำรผู้จัดกำรของบริษัทจัดกำรกองทุนรวมเป็นผู้รับมอบฉันทะของข้ำพเจ้ำ โดยให้มีสิทธิ พิจำรณำและลงมติแทนข้ำพเจ้ำได้ทุกประกำรตำมที่เห็นสมควร หรือในกรณีที่ข้ำพเจ้ำแต่งตั้งให้กรรมกำรผู้จัดกำรของบริษัท จัดกำรกองทุนรวมเป็นผู้รับมอบฉันทะ แต่มิได้ระบุควำมประสงค์ในกำรออกเสียงลงคะแนนในวำระใดไว้ หรือระบุไว้ไม่ชัดเจน นั้น ให้ถือว่ำข้ำพเจ้ำก ำหนดให้กรรมกำรผู้จัดกำรของบริษัทจัดกำรกองทุนรวมในฐำนะผู้รับมอบฉันทะของข้ำพเจ้ำ ใช้สิทธิ ออกเสียงเห็นด้วยในวำระดังกล่ำว In case that I/we have appointed the Managing Director of the Management Company as my/our proxy to consider and vote on my/our behalf as he/she deems appropriate or in case that I/we appoint the Managing Director of the Management Company as my/our proxy, but I/we do not specify my/our instruction in any agenda or my/our instruction is unclear, it shall deem that I/we have instructed the Managing Director of the Management Company to vote “Approve” in such agendas.
(7) กิจกำรใดที่ผู้รับมอบฉันทะได้กระท ำไปในกำรประชุม เว้นแต่กรณีที่ผู้รับมอบฉันทะไม่ออกเสียงตำมที่ข้ำพเจ้ำระบุ ในหนังสือมอบฉันทะ ให้ถือเสมือนว่ำข้ำพเจ้ำได้กระท ำเองทุกประกำร Any acts perform by the proxy in this meeting, except in case that the proxy does not vote in accordance with my/our instruction as specified in the Proxy Form, shall be deemed the actions performed by myself/ourselves in all respects.
ลงชื่อ/Signed ผู้มอบฉันทะ/Grantor ( )
ลงชื่อ/Signed ผู้รับมอบฉันทะ/Proxy ( ) หมายเหตุ (Remark)
1. ผู้ถือหน่วยลงทุนที่มอบฉันทะจะต้องมอบฉันทะให้ผู้รับมอบฉันทะเพียงรำยเดียวเป็นผู้เข้ำประชุมและออกเสียงลงคะแนน ไม่ สำมำรถแบ่งแยกจ ำนวนหน่วยลงทุนให้ผู้รับมอบฉันทะหลำยคนเพื่อแยกกำรลงคะแนนเสียงได้ The unitholder appointing the proxy must authorize only one proxy to attend and vote at the meeting and shall not split the number of units to several proxies to slitting votes. 2. กรุณำติดอำกรแสตมป์ 20 บำท Please affix stamp duty of Baht 20.
เอกสารแนบท้าย 6 Enclosure 6 (ปิดอากรแสตมป์ 20 บาท) หนังสือมอบฉันทะ แบบ ค. Proxy Form C. (Please affix stamp duty of Baht 20) (แบบที่ใช้เฉพาะกรณีผู้ถือหน่วยลงทุนเป็นผู้ลงทุนต่างประเทศและแต่งตั้งให้ผู้ดูแลผลประโยชน์ (Trustee/Custodian) ในประเทศไทยเป็นผู้ดูแลและรับฝากหน่วยลงทุน) (For foreign unitholders appointing trustees/custodians in Thailand only)
เขียนที่ Written at วันที่ เดือน พ.ศ. Date Month Year
(1) ข้าพเจ้า I/We สัญชาติ nationality อยู่บ้านเลขที่ ถนน ต าบล/แขวง residing or located at no. Road Tambol/Khwaeng อ าเภอ/เขต จังหวัด รหัสไปรษณีย์ Amphoe/Khet Province Postal Code
เป็นผู้ถือหน่วยลงทุนของกองทุนรวมสิทธิการเช่าอสังหาริมทรัพย์สนามบินสมุย (“กองทุนรวม”) being a unitholder of Samui Airport Property Fund (Lease hold) (the “Fund”), โดยถือหน่วยลงทุนจ านวนทั้งสิ้นรวม หน่วย holding the total amount of units และออกเสียงลงคะแนนได้เท่ากับ เสียง and having the right to vote equal to votes
(2) ขอมอบฉันทะให้บุคคลใดบุคคลหนึ่งเพียงผู้เดียว ดังต่อไปนี้ hereby appoint any one of the following persons
(1) ชื่อ อายุ ปี อยู่บ้านเลขที่ Name age years, residing or located at no. ถนน ต าบล/แขวง อ าเภอ/เขต Road Tambol/Khwaeng Amphoe/Khet จังหวัด รหัสไปรษณีย์ Province Postal Code
(2) ชื่อ นายยุทธพล ลาภละมูล ในฐานะกรรมการผู้จัดการของบริษัทหลักทรัพย์จัดการกองทุน เกียรตินาคินภัทร จ ากัด ในฐานะบริษัทจัดการของกองทุนรวม อายุ 53 ปี อยู่บ้านเลขที่ 66/77 Name Mr. Yuthapol Laplamool as the Managing Director of Kiatnakin Phatra Asset Management Company Limited, as the Management Company of the Fund age 53 years, residing at 66/77 ถนน - ต าบล/แขวง ประเวศ อ าเภอ/เขต ประเวศ จังหวัด กรุงเทพมหานคร รหัสไปรษณีย์ 10250 Road - Tambol/Khwaeng Pravet Amphoe/Khet Pravet Province Bangkok Postal Code 10250
เป็นผู้แทนของข้าพเจ้าเพื่อเข้าประชุมและออกเสียงลงคะแนนแทนข้าพเจ้าในการประชุมวิสามัญผู้ถือหน่วยลงทุนครั้งที่ 1/2564 ในวันพุธที่ 14 กรกฎาคม 2564 เวลา 10.00 น. ณ ห้องบอลรูม 1 ชั้น 3 โรงแรมดิเอมเมอรัลด์ กรุงเทพมหานคร เลขที่ 99/1 ถนนรัชดาภิเษก แขวงดินแดง เขตดินแดง กรุงเทพมหานคร หรือที่จะพึงเลื่อนไปในวัน เวลา และสถานที่อื่นด้วย
เอกสารแนบท้าย 6 Enclosure 6 to be my/our proxy to attend and vote on my/our behalf at the extraordinary general meeting of unitholders No.1/2021 on Wednesday July 14, 2021, 10.00 a.m., at Ballroom 1, 3rd Floor, the Emerald Hotel Bangkok, 99/1 Ratchadapisek Road, Din Daeng Sub-district, Din Daeng District, Bangkok or any adjournment at any date, time and place thereof. (3) ข้าพเจ้าขอมอบฉันทะให้ผู้รับมอบฉันทะเข้าร่วมประชุมและออกเสียงลงคะแนนในครั้งนี้ ดังนี้ I/We hereby authorize the proxy to attend and vote on my/our behalf at this meeting as follows: มอบฉันทะตามจ านวนหน่วยลงทุนทั้งหมดที่ถือและมีสิทธิออกเสียงลงคะแนนได้ To grant the total amount of units holding and having the right to vote มอบฉันทะบางส่วน คือ To grant the partial units as follows: หน่วยลงทุน หน่วยและมีสิทธิออกเสียงลงคะแนนได้ เสียง Amount of units holding units, and having the right to vote equal to votes
(4) ข้าพเจ้าขอมอบฉันทะให้ผู้รับมอบฉันทะออกเสียงลงคะแนนแทนข้าพเจ้าในการประชุมครั้งนี้ ดังนี้ I/We hereby authorize the proxy to vote on my/our behalf at this meeting as follows: วาระที่ 1 พิจารณาอนุมัติการยกเลิกสัญญาสนามบินสมุย Agenda 1 To consider and approve the termination of the Samui Airport Agreements (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 ไม่เห็นด้วย งดออกเสียง Approve Disapprove Abstain
วาระที่ 2 พิจารณาอนุมัติการเลิกกองทุนรวมและเพิกถอนหน่วยลงทุนออกจากการเป็นหลักทรัพย์จดทะเบียนใน ตลาดหลักทรัพย์แห่งประเทศไทย
Agenda 2 To consider and approve the dissolution of the Fund and delisting of investment units from the Stock Exchange of Thailand
(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 ไม่เห็นด้วย งดออกเสียง Approve Disapprove Abstain
เอกสารแนบท้าย 6 Enclosure 6
(5) การลงคะแนนเสียงของผู้รับมอบฉันทะในวาระใดที่ไม่เป็นไปตามที่ระบุไว้ในหนังสือมอบฉันทะนี้ให้ถือว่าการลงคะแนนเสียงนั้นไม่ถูกต้อง และไม่ถือเป็นการลงคะแนนเสียงของผู้ถือหน่วยลงทุน Voting of the proxy in any agenda that is not as specified in this Proxy Form shall be considered as invalid and shall not be deemed as the vote of a unitholder.
(6) ในกรณีที่ข้าพเจ้าแต่งตั้งให้บุคคลอื่นซึ่งมิใช่กรรมการผู้จัดการของบริษัทจัดการกองทุนรวมเป็นผู้รับมอบฉันทะของข้าพเจ้าแต่ไม่ได้ระบุความ ประสงค์ในการออกเสียงลงคะแนนในวาระใดไว้ หรือระบุไว้ไม่ชัดเจน หรือในกรณีที่ที่ประชุมมีการพิจารณาหรือลงมติในเรื่องใด นอกเหนือจากเรื่องที่ระบุไว้ข้างต้น รวมถึงกรณีที่มีการแก้ไขเปลี่ยนแปลงหรือเพิ่มเติมข้อเท็จจริงประการใด ให้ผู้รับมอบฉันทะมีสิทธิพิจารณา และลงมติแทนข้าพเจ้าได้ทุกประการตามที่เห็นสมควร In case I/we have appointed a person, who is not the Managing Director of the Management Company, as my/our Proxy, but I/we have not specified my/our voting intention in any agenda or not clearly specified or in case the meeting considers or passes resolutions in any matters other than those specified above, including there is any amendment or addition, the proxy shall have the right to consider and vote on my/our behalf as he/she deems appropriate in all respects.
(7) ในกรณีที่ข้าพเจ้าแต่งตั้งให้กรรมการผู้จัดการของบริษัทจัดการกองทุนรวมเป็นผู้รับมอบฉันทะของข้าพเจ้า โดยให้มีสิทธิพิจารณาและลงมติ แทนข้าพเจ้าได้ทุกประการตามที่เห็นสมควร หรือในกรณีที่ข้าพเจ้าแต่งตั้งให้กรรมการผู้จัดการของบริษัทจัดการกองทุนรวมเป็นผู้รับมอบ ฉันทะ แต่มิได้ระบุความประสงค์ในการออกเสียงลงคะแนนในวาระใดไว้ หรือระบุไว้ไม่ชัดเจนนั้น ให้ถือว่าข้าพเจ้าก าหนดให้กรรมการ ผู้จัดการของบริษัทจัดการกองทุนรวมในฐานะผู้รับมอบฉันทะของข้าพเจ้า ใช้สิทธิออกเสียงเห็นด้วยในวาระดังกล่าว In case that I/we have appointed the Managing Director of the Management Company as my/our proxy to consider and vote on my/our behalf as he/she deems appropriate or in case that I/we appoint the Managing Director of the Management Company as my/our proxy, but I/we have not specified my/our voting intention in any agenda or not clearly specified, it shall deem that I/we have instructed the Managing Director of the Management Company to vote “Approve” in such agendas.
(8) กิจการใดที่ผู้รับมอบฉันทะได้กระท าไปในการประชุม เว้นแต่กรณีที่ผู้รับมอบฉันทะไม่ออกเสียงตามที่ข้าพเจ้าระบุในหนังสือมอบฉันทะ ให้ถือ เสมือนว่าข้าพเจ้าได้กระท าเองทุกประการ Any business carried out by the proxy in this meeting, except in case that the proxy does not vote according to my/our intention(s) specified in the Proxy Form, shall be deemed as having carried out by myself/ourselves in all respects.
ลงชื่อ/Signed ผู้มอบฉันทะ/Grantor ( )
ลงชื่อ/Signed ผู้รับมอบฉันทะ/Proxy ( )
เอกสารแนบท้าย 6 Enclosure 6 หมายเหตุ (Remark)
1. หนังสือมอบฉันทะแบบ ค. นี้ ใช้เฉพาะกรณีที่ผู้ถือหน่วยลงทุนที่ปรากฏชื่อในทะเบียนเป็นผู้ลงทุนต่างประเทศและแต่งตั้งให้ผู้ดูแล ผลประโยชน์ (Trustee/Custodian) ในประเทศไทยเป็นผู้รับฝากและดูแลหน่วยลงทุนให้เท่านั้น This Proxy Form C. shall be applicable only for the unitholders whose names appear in the registration book as the foreign investors appointing a Trustee/Custodian in Thailand. 2. หลักฐานที่ต้องแนบพร้อมกับหนังสือมอบฉันทะ คือ The following evidences shall be attached with this Proxy Form: (1) หนังสือมอบอ านาจจากผู้ถือหน่วยลงทุนให้ผู้ดูแลผลประโยชน์ (Trustee/Custodian) เป็นผู้ด าเนินการลงลายมือชื่อในหนังสือมอบ ฉันทะแทน Power of Attorney from the unitholder authorizing a Trustee/Custodian to sign the Proxy Form on behalf of the unitholder. (2) หนังสือยืนยันว่าผู้ลงลายมือชื่อในหนังสือมอบฉันทะแทนได้รับอนุญาตประกอบธุรกิจผู้ดูแลผลประโยชน์ (Custodian) Letter certifying that the person signing the Proxy Form has obtained a permit to conduct the custodian business. 3. ผู้ถือหน่วยลงทุนที่มอบฉันทะจะต้องมอบฉันทะให้ผู้รับมอบฉันทะเพียงรายเดียวเป็นผู้เข้าประชุมและออกเสียงลงคะแนน ไม่สามารถ แบ่งแยกจ านวนหน่วยลงทุนให้ผู้รับมอบฉันทะหลายคนเพื่อแยกการลงคะแนนเสียงได้ The unitholder appointing the proxy must authorize only one Proxy to attend and vote at the meeting and shall not split the number of units to several proxies to splitting votes. 4. กรุณาติดอากรแสตมป์ 20 บาท Please affix stamp duty of Baht 20.
เอกสารแนบท้าย 7 Enclosure 7
แผนที่สถานที่จัดประชุม Map for Meeting Venue
ห้องบอลรูม 1 ชั้น 3 โรงแรมดิเอมเมอรัลด์ กรุงเทพมหานคร Ballroom 1, 3rd Floor, The Emerald Hotel Bangkok เลขที่ 99/1 ถนนรัชดาภิเษก แขวงดินแดง เขตดินแดง กรุงเทพมหานคร No. 99/1 Ratchadapisek Road, Din Daeng Sub-District, Din Daeng District, Bangkok
Enclosure 8
QR Code for Detail on the unitholders’ meeting prior to the EGM(Pre-EGM)
https://am.kkpfg.com/th/spf
For iOS System 1. Turn on the mobile camera. 2. Focus the mobile camera to QR Code to scan it. 3. The notification will appear on top of the screen. Click on the notification to access documents.
Remark: In case the notification does not appear on the screen of mobile phone, the QR Code can also be scanned with other applications such as QR CODE READER, Facebook or Line. For Android System 1. Open applications such as QR CODE READER, Facebook or Line. How to scan the QR Code with Line application Open Line application and click on “Add friend” Choose “QR Code” Scan the QR Code 2. Focus the mobile camera to QR Code to scan it.