Information Memorandum on the Acquisition and Disposition of Assets of Company

11 November 2016

Subject : Information Memorandum relating to the Acquisition and Disposition of Assets

Attn: President

The Stock Exchange of Thailand

Enclosure: Information Memorandum on the Acquisition and Disposition of Assets of Company

The Board of Director’s meeting of WHA Corporation Public Company Limited (the “Company”) on 10 November 2016 has passed the following resolutions:

(a) The Company to sell its assets at the number of two items to Kasikorn Asset Management Co., Ltd. acting as the Trustee of WHA Premium Growth Freehold and Leasehold Real Estate Investment Trust (“WHART Trust”) at the price of approximately Baht 4,190,000,000 (exclusive of value added tax, fee and expense for ownership transfer) in WHART Trust’s offering of trust units at its second capital increase with the details of asset disposed in Clause 4 of Part 1 of Information Memorandum and conditions of increase and decrease of the price as per details in Clause 5 of Part 1 of Information Memorandum (“Asset Sale to WHART Trust”).

(b) Hemaral Land and Development Public Company Limited (“Hemaraj”) and the relevant companies in Hemaraj group (“Hemaraj Group”) to lease out at the number of six items on a long-term lease basis to SCB Asset Management Co., Ltd. acting as the Trustee of Hemaraj Leasehold Real Estate Investment Trust (“Hemaraj Trust”) for a period of 30 years with the right to extend the lease period for another term of 30 years together with sale of relevant movable properties. The lease remuneration is approximately Baht 8,006,560,637.79 and the sale price of the movable properties is approximately Baht 12,039,362.21 (totally approximately Baht 8,018,600,000). The rental for lease extension is Baht 500,000,000 (all exclusive of value added tax, fee and expense for lease registration). The asset owners will be responsible for fee regarding lease registration including corporate income tax and stamp duty in relation to the lease. The details of lease assets appear in Clause 4 of Part I of Information Memorandum (“Asset Lease to Hemaraj Trust”)

(c) The Company to subscribe for trust units from WHART Trust in the amount of approximately Baht 465,708,000 (“WHART Trust Unit Subscription”) with the condition of adjustment of subscription amount as per details in Part 2 of Information Memorandum.

(d) Hemaraj to subscribe for trust units from Hemaraj Trust in the amount of approximately Baht 854,040,000 (“Hemaraj Trust Unit Subscription”) with the condition of adjustment of subscription amount as per details in Part 2 of Information Memorandum.

Upon consolidating with the assets disposed by the group of companies during the past six-month period, the transaction of the Asset Sale to WHART Trust in Clause (a) and Asset Lease to Hemaraj Trust in Clause (b) above is regarded as a disposal of assets pursuant to the Notification of the Capital Market Supervisory Board No. Tor Jor 20/2551 Re: Rules on Entering into Material Transactions Deemed as Acquisition or Disposal of Assets and the Notification of The Board of Governors of The Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Acquisition and Disposition of Assets B.E. 2547 (the “Notification on Acquisition and Disposal”). The maximum transaction size of disposal is approximately 21.80 percent (The transaction size may be increased or decreased. Please see details in Clause 5 of Part 1 of Information Memorandum) pursuant to the total value of consideration rule calculated from the consolidated financial statement of the Company as 30 September 2016. This transaction does not fall within the related transaction. Upon consolidating with the assets disposed by the group of companies during the past six-month period, the transaction size of the WHART Trust Unit Subscription in Clause (c) and the Hemaraj Trust Unit Subscription above is size of 2.57 pursuant to the value of consideration rule (the transaction size may be increased or decreased) calculated from the consolidated financial statement of the Company as of 30 September 2016. This is not regarded an acquisition transaction under the Notification on Acquisition and Disposal. The Company is not required to prepare an Information Memorandum according to List 1 to be disclosed to the SET and not to distribute the Information Memorandum according to List 2 to the shareholders within 21 days. This transaction does not fall within the related transaction.

Therefore, the Company desires to disclose the material information of the transaction of the Asset Sale to WHART Trust in Clause (a), Asset Lease to Hemaraj Trust in Clause (b) pursuant to the Notification on Acquisition and Disposal in Part I of Information Memorandum. The information of WHART Trust Unit Subscription in Clause (c) and Hemaraj Trust Unit Subscription in Clause (d) appear in Part II of Information Memorandum

Please be informed accordingly.

Your faithfully,

(Miss Jareeporn Jarukornsakul) Chief Executive Officer

Information Memorandum on the Acquisition and Disposition of Assets of WHA Corporation Public Company Limited Pursuant to List 1 of the Notification of The Board of Governors of The Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Acquisition and Disposition of Assets B.E. 2547 (as amended)

The Board of Director’s meeting of WHA Corporation Public Company Limited (the “Company”) on 10 November 2016 has passed the following resolutions:

(a) The Company to sell its assets at the number of two items to Kasikorn Asset Management Co., Ltd. acting as the Trustee of WHA Premium Growth Freehold and Leasehold Real Estate Investment Trust (“WHART Trust”) at the price of approximately Baht 4,190,000,000 (exclusive of value added tax, fee and expense for ownership transfer) in WHART Trust’s offering of trust units at its second capital increase with the details of asset disposed in Clause 4 of Part 1 of this Information Memorandum and conditions of increase and decrease of the price as per details in Clause 5 of Part 1 of this Information Memorandum (“Asset Sale to WHART Trust”).

(b) Hemaral Land and Development Public Company Limited (“Hemaraj”) and the relevant companies in Hemaraj group (“Hemaraj Group”) to lease out at the number of six items on a long-term lease basis to SCB Asset Management Co., Ltd. acting as the Trustee of Hemaraj Leasehold Real Estate Investment Trust (“Hemaraj Trust”) for a period of 30 years with the right to extend the lease period for another term of 30 years together with sale of relevant movable properties. The lease remuneration is approximately Baht 8,006,560,637.79 and the sale price of the movable properties is approximately Baht 12,039,362.21 (totally approximately Baht 8,018,600,000). The rental for lease extension is Baht 500,000,000 (all exclusive of value added tax, fee and expense for lease registration). The asset owners will be responsible for fee regarding lease registration including corporate income tax and stamp duty in relation to the lease. The details of lease assets appear in Clause 4 of Part I of this Information Memorandum (“Asset Lease to Hemaraj Trust”)

1 details in Clause 5 of Part 1 of this Information Memorandum) pursuant to the total value of consideration rule calculated from the consolidated financial statement of the Company as 30 September 2016. This transaction does not fall within the related transaction. Upon consolidating with the assets disposed by the group of companies during the past six- month period, the transaction size of the WHART Trust Unit Subscription in Clause (c) and the Hemaraj Trust Unit Subscription above is size of 2.57 pursuant to the value of consideration rule (the transaction size may be increased or decreased) calculated from the consolidated financial statement of the Company as of 30 September 2016. This is not regarded an acquisition transaction under the Notification on Acquisition and Disposal. The Company is not required to prepare an Information Memorandum according to List 1 to be disclosed to the SET and not to distribute the Information Memorandum according to List 2 to the shareholders within 21 days. This transaction does not fall within the related transaction.

Therefore, the Company desires to disclose the material information of the transaction of the Asset Sale to WHART Trust in Clause (a), Asset Lease to Hemaraj Trust in Clause (b) pursuant to the Notification on Acquisition and Disposal in Part I of this Information Memorandum. The information of WHART Trust Unit Subscription in Clause (c) and Hemaraj Trust Unit Subscription in Clause (d) appear in Part II of this Information Memorandum.

PART 1 ASSET SALE TO WHART TRUST AND ASSET LEASE TO HEMARAJ TRUST

1. Transaction date, month and year

1. Asset Sale to WHART Trust

Expected to be no later than quarter 4/2016

After the establishment of Trust, expected to be no later than quarter 4/2014.

2. Asset Lease to Hemaraj Trust

Expected to be no later than quarter 4/2016

2. The relevant parties

1. Asset Sale to WHART Trust

Seller: WHA Corporation Public Company Limited

Purchaser: Kasikorn Asset Management Co., Ltd. acting as the Trustee of WHART Trust, not being a related party.

Relationship: On 9 November 2016, the Company held trust units in WHART Trust at 15 percent of total trust units of WHART Trust and has been appointed as the property manager of WHART Trust.

2. Asset Lease to Hemaraj Trust

Lessor: (1) Hemaraj Land and Development Public Company Limited, (2) Eastern Seaboard Industrial Estate (Rayong) Company Limited, (3) SME Factory Company Limited and (4) Hemaraj Eastern Seaboard Industrial Estate Company Limited

Lessee: SCB Asset Management Co., Ltd. acting as the Trustee of Hemaraj Trust, not being a related party.

Relationship: Since Hemaraj Trust is in the process of establishment, the Company does not have any relationship with Hemaraj Trust. However, Hemaraj will subscribe for trust units at 15 percent of the funds raised from sale of trust units of Hemaraj Trust and will act as the property manager of Hemaraj Trust.

3. General characteristics of the transaction

1. Asset Sale to WHART Trust

3 The Company wishes to sell their assets to WHART Trust at its second capital increase at the total number of two items at the total price of approximately Baht 4,190,000,000 (exclusive of value added tax, fee and expense for ownership transfer and with the adjustment of the price as per details in Clause 5). The Asset Sale to WHART Trust is in accordance with the Company’s policy to sell assets to WHART Trust in each year. The assets to be sold WHART Trust are as follows:

1. Sub leasehold right and ownership of building of WHA Mega Logistics Centre Project (Chonlaharnpichit Km. 5) Project located in Bang Pla Sub-District, Bang Plee District, Samutprakarn Province.

2. Ownership of land and building in WHA Mega Logistics Centre (Ladkrabang) Project (100 rais), located in Klong Sampravet Sub-District, Ladkrabang District, Bangkok.

In the sale of the above assets, the Company will transfer its land sub-leasehold right and/or land ownership and/or ownership in warehouses and offices located thereon and/or ownership in any assets which are component parts of the land and buildings, equipment, systems in the buildings and any assets relevant to and necessary for the use of the land, warehouses and office to WHART Trust. The Company will novate to WHART Trust the lease agreements and the service agreements in relation to the assets together with the disposal of the assets.

The Company will be appointed to be the property manager of WHART Trust for the said two assets for the period of 30 years and will receive the property management fee at the rate of not exceeding 3.00 percent of WHART Trust’s net asset value.

In addition, for the Asset Sale to WHART Trust, the Company shall enter into an Undertaking Agreement with WHART Trust. The summary of the Undertaking Agreement appear in Annex 1 of Part 1 of this Information Memorandum.

2. Asset Lease to Hemaraj Trust

Hemaral and Hemaraj Group wish to lease out at the number of six items on a long-term lease basis to Hemaraj Trust at its establishment for a period of 30 years with the right to extend the lease period for another term of 30 years together with sale of relevant movable properties. The lease remuneration is approximately Baht 8,006,560,637.79 and the sale price of the movable properties is approximately Baht 12,039,362.21 (totally approximately Baht 8,018,600,000. The rental for lease extension is Baht 500,000,000 (all exclusive of value added tax, fee and expense for lease registration). The asset owners will be responsible for fee regarding lease registration including corporate income tax and stamp duty in relation to the lease. The details of lease assets appear are as follows:

Project Owner Hemaraj Eastern Seaboard Industrial Estate (HESIE) Hemaraj Eastern Seaboard Industrial Estate Company Limited Eastern Seaboard Industrial Estate (Rayong) (ESIE) Eastern Seaboard Industrial Estate (Rayong) Company Limited Hemaraj Chonburi Industrial Estate (HCIE) Hemaraj Land and Development Public Company Limited

4 Project Owner Hemaraj Logistics Parks 1 Project (HLP1) SME Factory Company Limited Hemaraj Logistics Parks 2 Project (HLP2) Hemaraj Eastern Seaboard Industrial Estate Company Limited Hemaraj Logistics Parks 4 Project (HLP4) SME Factory Company Limited

If Hemaraj Trust exercises the right to extend the lease agreement by notifying the lessors in writing during years 21 to 25 of the lease term, it agrees to pay the rental for the extension of lease term to each owner on the date of registration of extended lease term within 15 days before the expiration of the first 30 years.

Hemaraj and Hemaraj Group will mortgage the leased assets to guarantee the agreement of Hemaraj and Hemaraj Group with respect the extension term and performance of the agreement. The mortgaged assets consist of the building invested by Hemaraj Trust at 261,314 sq. m. and the land at the number of 29 plots with the areas of 242 rais out of the entire 37 plots of land invested in by Hemaraj Trust having the areas 239 rais (the land invested in by Hemaraj Trust consists the invests of in the entire plots and partial plots) with the mortgage amount of Baht 6,944,741,235.

After granting a long term lease to Hemaraj Trust, Hemaraj will be appointed to be the property manager of Hemaraj Trust for the said assets for the period of 10 years and will receive the property management fee at the following rate:

2.1 Management Fee

Period Management Fee Years 1 – 5 2 percent of the income from operating* Years 6 – 10 5 percent of the income from operating*

In the case of lease extension, the management fee per year will be equal to 5 percent of the income from operating*

2.2 Commission fee for procuring lessees (in case the property manager refers or procures)

a. Commission fee for procuring and arranging new lessees to do lease and service agreements for a period of at least 3 years or more is equal to one month rental fee to be paid to Hemaraj Trust per lease and service agreement such lessee makes with Hemaraj Trust (If the lease term is less than 3 years, the property manager is entitled to receive the commission fee proportionately to the actual lease term comparing to the standard lease term of 3 years).

b. Commission fee for procuring and arranging existing lessees to do lease and service agreements for a period of at least 3 years or more is equal to half month rental fee to be paid to Hemaraj Trust per agreement such lessee makes with Hemaraj Trust (If the lease term is less than 3 years, the property manager is entitled to receive the commission fee proportionately to the actual lease term comparing to the standard lease term of 3 years).

5 In addition, for the Asset Lease to Hemaraj Trust, Hemaraj and Hemaraj Group shall enter into an Undertaking Agreement with Hemaraj Trust. The summary of the Undertaking Agreement appear in Annex 2 of Part 1 of this Information Memorandum.

The transaction size of the Asset Sale to WAHRT Trust and Asset Lease to Hemaraj Trust is calculated as follows:

Rules Formula Transaction Size

1. Net Tangible Asset Not be able to be calculated.

2. Net Profit Not be able to be calculated because the transaction is to sell and lease out the assets and the Company and Hemaraj will receive cash from the sale.

3. Total value of Selling price or Rental Fee / 1. Asset Sale to WAHRT Trust consideration Book value of total assets x 100 x 100 = 5.20 %*

2. Asset Lease to Hemaraj Trust

x 100 = 9.96 %*

Total

x 100 = 15.16 %*

4. Total value of securities Not be able to be calculated because the transaction is to sell and lease out the assets and the Company and Hemaraj will receive cash from the sale without issuing shares.

*The said price is the estimation and may be increased or decreased as per details in Clause 5. The percentage is therefore only the estimation.

*Calculated from the consolidated financial statement of the Company as of 30 September 2016.

Upon consolidating with the assets disposed by the group of companies during the past six- month period as detailed in Annex 3 of Part I of this Information Memorandum, this is classified as a disposal of assets of the Company with highest value of transaction size under the Notification on Acquisition and Disposal equals to 21.80 percent calculated from the consolidated financial statement of the Company as of 30 September 2016. It is classified as Class 2 Transaction under the Notification on Acquisition and Disposal where the Company is required to disclose to the SET and to distribute the Information Memorandum to the shareholders within 21 days after disclosure to the SET, and does not fall within the related transaction.

After the Company sells the assets to WHART Trust and Hemaraj leases out the assets Hemaraj Trust, the remaining projects are as in Annex 4 of Part I of this Information Memorandum.

6 The Company and Hemaraj will subscribe for trust units of each Trust as per details in this Information Memorandum, Part 2, Trust Unit Subscription at the Offering of WHART Trust and Hemaraj Trust.

4. Details of Assets to be acquired and disposed

1. Asset Sale to WHART Trust

1.1 WHA Mega Logistics Centre Project (Chonlaharnpichit Km. 5) Project

The Assets to be sold consist of (1) in accordance with the lease agreement between the owner of the land and Arunwongrat Company Limited as a lessee. The agreement is dated 25 March 2013 (lease agreement version registered with the Land Department dated 26 March 2013). The combined leasable area as specified in the Title Deeds is 66 rais, 2 ngans, 85 square wah with a remaining rental period of 26 years 4 months (from 1 December 2016, the expected date of WHART investment) and (2) freehold rights of a warehouse building and five offices with approximately 64,031 square metres of the combined building leasable area, 2,378.90 square metres of the combined parking leasable area and 50,143.60 square metres of the combined rooftop leasable area and freehold rights in constructions and other assets which are component parts of the land and buildings, tools, equipment and systems works in the buildings and other assets which are relevant to, connected with and necessary for, the usage of land, warehouse and office of the WHA Mega Logistics Centre (Chonlaharnpichit Km. 5) with the following details:

Subject Details of the assets Owner of the subleasing rights of WHA Corporation. the lands and freehold rights of the buildings

Location Bang Pla sub-district, Bang Plee district, Samutprakarn.

Leasable areas The combined leasable building area is approximately 64,031 square metres.

The combined leasable area of for parking space is approximately 2,378.90 square metres.

The combined leasable area of the rooftop is approximately 50,143.60 square metres.

Buildings Warehouse buildings and offices, a total of five buildings.

Other constructions.

Tenants • As of 31 August 2016, 100.00% of the leasable areas of the warehouse buildings and office area as specified in the lease agreement are leased out, and there is no tenant for the rooftop area. WHA Corporation undertakes that it will pay WHART for the rental of the leasable areas which are not yet leased out on the date when the investment is made for a period of three years for

7 Subject Details of the assets the warehouse buildings and offices (except for building A2/1 and building G) and for a period of 25 years for the rooftop leasable area or until the time such area is leased out.

• For the leasable area of the warehouses in WHA Mega Logistics Centre (Chonlaharnpichit Km. 5) Building A2/1, which is currently leased out on short-term basis, WHA Corporation undertakes that in the period of three years from the date of investment, if there is no tenant in the area of Building A2/1, WHA Corporation will pay WHART the rental for the leasable area of Building A2/1 in an amount of THB 140 per square metre for a period of three years from the date on which WHART makes its investments. This includes payment for water bills, electricity bills, property tax and/or other expenses relating to the area of Building A2/1 which has not yet been leased out. In this regard, WHA Corporation deems to be the tenant.

• As regards the area that includes warehouse buildings at the WHA Mega Logistics Centre (Chonlaharnpichit Km. 5), building G is currently leased out. The rental term will expire on 31 August 2017. On the expiration date of the rental term, i.e. 31 August 2017, if no rental will be paid either because the tenants have decided not to renew the rental term or the parties are still negotiating the renewal of the rental term, WHA Corporation undertakes to pay the rental for the period after the lease term has expired until such area is leased out to a new tenant or until the tenants pay the rental (as the case may be). However, this undertaking shall not exceed one year from the date on which WHART makes its investment.

Age of the buildings (Information Building A; age of the building: 3 years 1 month as at 1 December 2016) Building B; age of the building: 3 years 1 month

Building C and D; age of the building: 2 years 3 months

Building E and F; age of the building: 2 years

Building G; age of the building: 2 years 8 months

1.2 WHA Mega Logistics Centre (Ladkrabang) Project (100 rais)

The Assets to be sold consist of (1) freehold rights of 10 plots of land (Title Deed Nos. 1482, 42151, 42152, 42153, 42154, 44285, 44286, 44287, 45003 and 45005). The area of the land as specified in the Title Deeds is approximately 99 rais, 1 ngan, 51 square wah and (2) freehold rights of the warehouse buildings and office buildings, i.e. a total of eight buildings. The combined leasable area of the buildings is approximately 95,110 square metres. The combined leasable area of the parking space is approximately 1,350 square metres. The combined leasable area of the rooftop is approximately 59,986.30 square metres and Freehold rights of the

8 constructions and other assets which are component parts of the land and buildings, tools, equipment and systems works in the buildings and other assets which are relevant to, connected with and necessary for, the usage of lands and warehouse buildings and office of WHA Mega Logistics Centre (Ladkrabang) with the following details:

Subject Details of the assets Owner of properties and freehold WHA Corporation. rights of the land and buildings

Location Klong Sampravet sub-district, Ladkrabang District, Bangkok.

Leasable areas The combined leasable building area is approximately 95,110 square metres.

The combined leasable area of the parking space is approximately 1,350 square metres.

The combined leasable area of the rooftop is approximately 59,986.30 square metres.

Buildings Warehouse buildings and offices, a total of eight buildings.

Other constructions.

Tenants Currently, all the leasable area of the warehouse buildings and offices has already been leased out. However, if there are some areas of the warehouse buildings and office which are not leased out on the date of the investment, WHART will request WHA Corporation to pay WHART for the rental for the leasable area of the warehouse buildings and offices which has not yet been leased out for a period of three years. For the leasable area of the rooftop of WHA Mega Logistics Centre (Ladkrabang) which has not yet been leased out, WHART will request WHA Corporation to pay WHART for the rental of such rooftop area. In this regard, WHA Corporation will pay WHART for the rental of the rooftop area for a period of 15 years or until such area is leased out. During the payment of the rental of such rooftop area, WHART will allow WHA Corporation and/or its related person(s) to lease such rooftop area with priority over other persons. Under the conditions of the lease term this will be no less than 15 years from the date the investment is made and the rental will be at a rate no less favourable than the rate that WHA Corporation undertakes to pay WHART and equal to or no less than the rate proposed by any other lessee (if any) (“the Right to Lease the Rooftop”). Once WHA Corporation and/or its related persons exercise(s) the Right to Lease the Rooftop under the conditions of the lease term and at the rate of rental as specified above, the obligation of WHA Corporation in paying the rental under the Sponsor Undertaking Agreement shall be terminated. When the period of 15 years has expired and there is no lessee in the rooftop area, and WHA Corporation and/or its Related Person has not yet exercised the Right to Lease the

9 Subject Details of the assets Rooftop, WHA Corporation may request an extension of its obligation to pay the rental for a period of 10 years in order to maintain the Right to Lease the Rooftop in such period of 10 years, or WHA Corporation and/or its Related Person(s) may exercise the Right to Lease the Rooftop under the conditions of the Sponsor Undertaking Agreement which WHART and WHA Corporation will later enter into.

Age of the buildings (Information Building A; age of the building: 3 years 1 month as at 1 December 2016) Building B; age of the building: 3 years 1 month

Building C; age of the building: 3 years 1 month

Building D; age of the building: 3 years 1 month

Building E; age of the building: 3 years 1 month

Building F; age of the building: 3 years 1 month

Building G; age of the building: 3 years 1 month

Building AAL

Phase 1; age of the building: 3 years 8 months

Phase 2; age of the building: 2 years 3 months

Encumbrances Land, warehouse building and office including other constructions at the WHA Mega Logistic Centre (Ladkrabang) are provided as security to secure repayment of the loan with Siam Commercial Bank Public Company Limited.

2. Asset Lease to Hemaraj Trust

As appears in Annex 5 of Part I of this Information Memorandum.

5. Total value of consideration

1. Asset Sale to WHART Trust

The Company will receive the payment of price of two items of assets from WHART Trust in the amount of approximately Baht 4,190,000,000 (exclusive of value added tax, fee and expense for ownership transfer). (Please see details of the appraisal value of the independent appraisers and the lowest price in Clause 6). WHART Trust will be responsible for the governmental fee in relation to the asset sale. The Company will be responsible for its corporate income tax, specific business tax and stamp duties in relation to the asset sale. The price may be increased or decreased in accordance with the negotiation between WHART Trust and the Company taking into account of the book-building process of institutional investors in the offering of trust units for the second

10 capital increase of WHART Trust and conditions of the assets to be sold at that time as well as the adjustment of the appraisal value, if any.

The Company’s Board of Directors resolved to authorize the Chief Executive Officer or the person assigned by the Chief Executive Officer to have the power in relation to the Asset Sale to WHART Trust as follows:

(1) To negotiate with WHART Trust, determine the form of asset sale and determine other details and conditions on asset sale and entering into the agreements with WHART Trust.

(2) To negotiate with WHART Trust to fix the final price which may be increased or decreased from the proposed sale price to fix the final price of the asset sale to WHART Trust taking into account of the book-building process of institutional investors in the offering of trust units for the second capital increase of WHART Trust and conditions of the assets to be sold at that time including negotiation result with WHART Trust.

(3) To consider whether to sell or not sell any items of assets if the conditions or the result of negotiations with WHART Trust show that such sale will not benefit to the Company and/or its shareholders or may cause unreasonable obligations for the Company.

(4) To prepare, sign, deliver and/or revise agreements or commitment in relation to the asset sale to WHART Trust.

(5) To negotiate, determine conditions and details, prepare, sign and deliver the new property manager appointment agreement for the assets sold to WHART Trust.

(6) To approve any matters necessary or relevant to the performance or actions to be taken including to sign agreements or relevant documents in order that the Asset Sale to WHART Trust is successful.

WHART Trust will make the payment to the Company in cash in the entire amount one time on the date the Company and its subsidiaries transfer its land leasehold right and/or land ownership and/or ownership in warehouses and offices located thereon and/or ownership in other assets attached to the land or buildings, tools, equipment, system and other assets relevant and necessary to utilization of land and warehouses and office to WHART Trust.

2. Asset Lease to Hemaraj Trust

Hemaraj and the relevant companies in Hemaraj Group will receive the payment of lease remuneration in the amount of Baht 8,006,560,637.79 and the sale price of the movable properties at approximately Baht 12,039,362.21 (totally approximately Baht 8,018,600,000) (exclusive of value added tax, fee and expense for lease registration). The asset owners will be responsible for fee regarding lease registration including corporate income tax and stamp duty in relation to the lease.

Hemaraj Trust will make the payment of lease remuneration and sale price of the movable properties in cash in the entire amount one time on the date of registration of lease for Hemaraj Trust.

11 If Hemaraj Trust exercises the right to extend the lease for another period of 30 years, Hemaraj and the relevant companies in Hemaraj Group the rental for the extended period in the amount of Baht 500,000,000 (exclusive of value added tax, fee and expense for lease registration).

6. Value of Assets to be acquired or disposed

1. Asset Sale to WHART Trust

The assets to be sold to WHART Trust were appraised by two independent appraisers, namely, Bangkok Property Appraisal Company Limited and Knight Frank Chartered (Thailand) Company Limited, using the income approach-discounted cashflow, of which details are as follows:

The appraised value based on WHART structure using the income approach Asset types: Land, Benchmark price (THB million) Construction and system for sale works in the project (THB million) *1 Bangkok Property Grand Asset Appraisal Company Advisory Company Limited*2 Limited*3 WHA Mega Logistics 1,539.00 1,405.00 1,409.00 Centre Project (Chonlaharnpichit Km. 5) WHA Mega Logistics 2,651.00 2,603.00 2,421.00 Centre Project (Ladkrabang) Total 4,190.00 4,008.00 3,830.00

Note: *1 Exclusive of value added tax, fee and expense for ownership transfer

*2 Cost estimate of the assets value of Bangkok Property Appraisal Company Limited according to the Property Appraisal Report dated 9 May 2016 for the WHA Mega Logistics Centre Project (Chonlaharnpichit Km. 5) and dated 10 May 2016 for the WHA Mega Logistics Centre Project (Ladkrabang) (the price as at 1 December 2016 which is expected to be the date on which WHART will make its investment).

*3 Cost estimate of the assets value of Grand Asset Advisory Company Limited according to the Property Appraisal Report dated 11 May 2016 (the price as at 1 December 2016 which is expected to be the date on which WHART will make its investment).

The book value of the Asset Sale to WHART Trust as of 30 September 2016 is as follows:

Project Book Value *

WHA Mega Logistics Centre Project (Chonlaharnpichit Km. 5) 1,118,950,573.05

WHA Mega Logistics Centre Project (Ladkrabang) 1,832,080,079.21

2,951,030,652.26 Total * Actual profits from the asset sale depend on the final sale price and the book value of the asset as of the selling date.

2. Asset Lease to Hemaraj Trust

Information of appraisal price was calculated by using the income approach and the adjustment of asset value leased by the REIT. The details are described in the following table.

Appraisal Price of Assets (Baht) /1 Appraisal Price (Unit: Baht) Grand Asset Advisory 15 Business Advisory Co., Ltd. Co., Ltd. Approximate total of asset value under leasehold rights in accordance with the conditions of the REIT

(not including income received from subleases of rooftop areas 6,926,000,000 6,944,000,000 of factory and warehouse building for engaging in the Solar Rooftop Project)/2 Asset value from income receiving from sublease of rooftop area of factory and warehouse building for engaging in the 36,994,674 Solar Rooftop Project/3 Approximate total of asset value under leasehold rights in 6,962,994,674 6,980,994,674 accordance with the conditions of the REIT

Asset value to be invested by the REIT (Baht) 8,018,600,000 Higher than the lowest approximate appraisal price not 15.16 exceeding (percentage)

Remarks: /1 The information of appraisal price of Grand Asset Advisory Co., Ltd. assessed as of 13 June 2016 and 15 Business Advisory Co., Ltd. assessed as of 1 July 2016. /2 Total asset value under leasehold rights in accordance with the conditions of the REIT was calculated under assumption that the REIT has a leasehold rights for the period of 30 years and it will extend such lease term to additional 30 years. /3 The assessment of the Financial Advisor calculated on cash flow from incomes received from sublease of the rooftop area of factory and warehouse building for engaging in the Solar Rooftop Project referring to the rooftop area sublease agreement between the REIT and WHA Utility and Power Public Company Limited and using by the discounted cash flow at the rate of 9.50 percent as same as the discounted cash flow rate of independent appraisers. The book value of the assets to be leased out to Hemaraj Trust as of 30 September 2016 is as follows:

Owner Project Book Value Hemaraj Eastern Hemaraj Eastern Seaboard 1,233,946,541.35 Seaboard Industrial Industrial Estate (HESIE) Estate Company Limited Hemaraj Logistics Parks 2 Project (HLP2) SME Factory Company Hemaraj Logistics Parks 1 442,622,217.86 Limited Project (HLP1) Hemaraj Logistics Parks 4 Project (HLP4) Eastern Seaboard Industrial

14 Owner Project Book Value Estate (Rayong) (ESIE) Eastern Seaboard Eastern Seaboard Industrial 290,479,994 Industrial Estate Estate (Rayong) (ESIE) (Rayong) Company Limited Hemaraj Land and Hemaraj Chonburi Industrial 161,494,509.11 Development Public Estate (HCIE) Company Limited Total 2,128,543,262.32

Actual profits from the asset sale depend on the final lease remuneration and the book value of the asset as of the lease date.

7. Rule applied for determination of consideration value

The sale price for WHART Trust and lease remuneration for Hemaraj Trust is based on the appraised price from the appraisal report of the independent appraisers using the lowest price for calculation where the independent appraisers conducted their appraisal by income approach.

8. The Company’s expected benefits

8.1 The Company is able to apply the proceeds from the Asset Sale to WHART Trust and Asset Lease to Hemaraj Trust to expand their business and invest in new business and pay the Company’s debts and Hemaraj’s debts to reduce the indebtedness of the Company and its group.

8.2 The Company and Hemaraj will receive the property management fee from WHART Trust and Hemaraj Trust for the business operation of the Company, Hemaraj and its group.

9. Plan for utilizing the proceeds arisen from the disposal

1. Proceeds from Asset Sale to WHART Trust

The Company will utilize the proceeds arising from the Asset Sale to WHART Trust and after tax and expense to repay to the loans related to the assets sold, WHART Trust Unit Subscription and other debts as appropriate as well as to develop and expand the business of the Company and its group in the future with the following proportion:

1) Apply to payment of tax and expense at approximately 3.8 percent

2) Apply to repayment of the loans related to the asset sold at approximately 28.1 percent

3) Apply to repayment of the loans related to WHART Trust Unit Subscription at approximately 11.1 percent

15 4) The remaining of approximately 57.0 percent will be applied for developing and expanding the business including loan repayment.

2. Proceeds from Asset Lease to Hemaraj Trust

Hemaraj will utilize the proceeds arising from the Asset Lease to Hemaraj Trust and after tax and expense to repay to the loans related to the assets leased, Hemaraj Trust Unit Subscription, debt on acquisition of Hemaraj shares and other debts as appropriate as well as to develop and expand the business of the Hemaraj and Hemaraj Group in the future with the following proportion:

1) Apply to payment of tax and expense at approximately 3.5 percent

2) Apply to repayment of the loans at approximately 22.4 percent

3) Apply to repayment of the loans related to Hemaraj Trust Unit Subscription at approximately 10.7 percent

4) Apply to repayment of the debt on acquisition of Hemaraj shares at approximately 46.2 percent

5) The remaining of approximately 17.2 percent will be applied for developing and expanding the business and working capital.

10. The event where the connected persons hold shares in the business in which the Company will invest at 10% or more of the voting shares in such business

- None -

11. Opinion of the Board of Directors on the transaction

The Board of Directors of the Company opined that the Asset Sale to WHART Trust and the Asset Sale to Hemaraj Trust be in accordance with the Company’s policy, and the Company and Hemaraj would promptly realize the profit arising from the asset disposal and could utilized the proceeds from the asset disposal to pay debts and for developing and expanding the business in the future. Thus, the transaction is appropriate and of benefit to the Company.

12. Opinion of the Audit Committee and/or the Directors which is different from the opinion of the Board of Directors

After consideration, the Audit Committee’s opinion is not different from that of the Board of Directors of the Company.

Annex 1

Summary of Undertaking Agreement to be made with WHART Trust

Subject Description

The Promisor WHA Corporation (PCL) (the “Promisor”)

The Promisee Kasikorn Asset Management Co., Ltd. as the Trustee of WHA Premium Growth Freehold and Leasehold Real Estate Investment Trust (the “Promisee” or “REIT”)

Effective Date This agreement shall be effective from the transfer date of the “to sell and to purchase assets” according to the agreement to sell and to purchase the land and building and the Registration Date of the transfer of the sublease right according to the sublease right transfer agreement of WHA Mega Logistics Center (Chonlaharnpichit Km. 5) project.

Covenants in regard to 1. During a period of three years from the effective date (the “unit holding Unit Holding term”), the Promisor agrees to hold and retain the proportion of not less than 15% of the total units for public offering of the Capital Increase No. 2 of WHART to be under the possession of the Promisor and/or the persons in the same group as the Promisor. 2. During the unit holding term as mentioned above, the Promisor agrees that the Promisor and/or the persons in the same group as the Promisor will not sell or transfer the units or pledge the units or create any encumbrances which causes the Promisor and/or persons in the same group as the Promisor to hold the units in less than the proportion as set forth as above; such pledge or encumbrances can be done only after sending written notice to the Trustee in advance.

Non-Competition Clauses 1. The Promisor agrees with WHART that in operating the business of real estate development project in the category of warehouse, product distribution centre and/or factories (logistics facilities) for rent in Thailand, if the Promisor wishes to offer the other types of property to the clients or agents for rent and/or transfer of the leasehold right of warehouse, product distribution centre and/or factories (logistics facilities) of the Promisor which is located within 20 kilometres of the property of WHART, the Promisor agrees to offer the property of WHART to the clients or agents as a priority under the following conditions: (a) The Promisor is still in charge of the property manager of WHART for the said property of WHART; and (b) The property of WHART meets the requirements of the type of business of the clients or agents. 2. If the property of WHART is located within 20 kilometres of the property of WHA Premium Factory and Warehouse Freehold and Leasehold Property Fund, the Promisor agrees to offer the property of WHART at the same time with the Property of WHA Premium Factory and Warehouse Freehold and Leasehold Property Fund to the clients or agents

17 Subject Description as priority. 3. However, in either of the following cases not falling under clauses 1 and 2 above: (a) The Promisor can present to WHART by submitting a copy of declaration of intention of the clients or agents for consideration that the required qualification of property and type of business does not match the qualification of WHART’s property and the Promisor signs on such declaration of intention even after it appears that the required qualification of property and type of business matches the qualification of WHART’s property; or

(b) The Promisor offers WHART’s property to the clients and agents as a priority but the Promisor receives the refusal in writing from such clients or agents. 4. Both Parties agree that it is the sole right of the clients or agents to consider whether WHART’s property meets the required qualification of the clients’ or agents’ business; if the clients or agents do not wish to enter into the agreement with WHART, it shall not deem the Promisor to have breached this clause of agreement.

The Promisor’s 1. For the buildings’ areas in WHA covenants with regard to Mega Logistics Center Project (Chonlaharnpichit Km. 5) and the the assets to be invested buildings’ areas in WHA Mega Logistics Center Project (Ladkrabang) in from the Capital that have tenants in full rental space (as of 31 August 2016) (the “areas in Increase No. 2 Chonlaharnpichit Km. 5 and Ladkrabang”), the Promisor agrees that during a period of three years from the date WHART enters into the investment, if any parts of the areas in Chonlaharnpichit Km. 5 and Ladkrabang are not yet rented out on the date WHART enters into the investment (except building A2/1 and building G in Chonlaharnpichit Km. 5 that the Promisor is obliged to pay the rent separately, the details as appearing in the subject “duties of the Promisor with regard to WHA Mega Logistics Center Project (Chonlaharnpichit Km. 5)”, the Promisor agrees to pay the rent for the areas in Chonlaharnpichit Km. 5 and Ladkrabang that are not yet rented out to WHART at the rate of 140 THB per square metre per month for a period of three years from the date WHART enters into the investment and also pay for the water, electricity, land and building tax and/or any other expenses with regard to the areas in Chonlaharnpichit Km. 5 and Ladkrabang that are not yet rented out as if the Promisor is the Lessee. However, during three years from the date WHART enters into the investment, if the Promisor can procure any Lessees to rent the areas in Chonlaharnpichit Km. 5 and Ladkrabang that are not yet rented out for a minimum period equal to the remaining period of three years from the date WHART enters into the investment and the rent is not lower than 140 THB per square metre per month, the Promisor is not obliged to pay the rent for the areas in Chonlaharnpichit Km. 5 and Ladkrabang that the Promisor can procure from the Lessees. In any case, if such Lessees enter into the lease agreement for the areas in Chonlaharnpichit Km. 5 and

18 Subject Description Ladkrabang with the rent lower than 140 THB per square metre per month, the Promisor is still obliged to pay for the shortfall of 140 THB per square metre per month to WHART until the end of three years from the date WHART enters into the investment. In addition, if the Lessee enters into the lease agreement with a shorter term than the remaining 3- year period from the date of the investment by WHART, the Promisor shall still be obliged to pay the rental to WHART at the rate of THB 140 per square metre per month for such areas until the end of 3-year period from the date of investment by WHART.

2. The Promisor agrees that on the date that WHART enters into the investment, the Promisor will place a security deposit for the rent and service in the amount of 1,702,028 THB to secure the area rent payment in the above Chonlaharnpichit Km. 5 and Ladkrabang Projects, upon the maturity of three years from the date WHART enters into the investment or when the Promisor can procure the Lessees to rent the areas and the rent is not lower than 140 THB per square metre per month for three years from the date WHART enters into the investment, the Promisee agrees to return the security deposit without interest or any other benefits to the Promisor within 30 days from the maturity date of three years from the date WHART enters into the investment or the date the Promisor can procure the Lessees to rent the areas as per the above conditions.

The Promisor’s 1. For the areas in the warehouse of covenants with regard to WHA Mega Logistics Center (Chonlaharnpichit Km. 5) Building G WHA Mega Logistics which now have a Lessee with a lease agreement which will expire on 31 Center August 2017, upon such maturity date, if the Lessee in Building G does (Chonlaharnpichit Km. not renew the lease or will be under consideration to renew but not yet 5) pay the rent, the Promisor will pay the rent after such maturity date at the same rate plus 10% until there is a new Lessee or the same Lessee pays the rent (as the case may be) but not longer than one year from the date WHART enters into the investment including water, electricity, land and building tax and/or any other expenses related to the remaining rental areas as if the Promisor is a Lessee. However, during the period of one year from the date WHART enters into the investment, if the Promisor is able to procure a Lessee to rent the area in WHA Mega Logistics Center (Chonlaharnpichit Km. 5) Building G for a minimum period of not less than the remaining period of one year from the date WHART enters into the investment with the rent of not less than the same rent plus 10%, the Promisor does not have to pay the rent for the area in WHA Mega Logistics Center (Chonlaharnpichit Km. 5) Building G. However, if such Lessee enters into the lease agreement for the area in WHA Mega Logistics Center (Chonlaharnpichit Km. 5) Building G with the rent lower than the same rent plus 10%, the Promisor is still obliged to pay the remaining amount to WHART until the end of one year from the date WHART enters into the investment. In addition, if the Lessee enters into the lease agreement with a term shorter than the remaining 1-year period from the date of the investment by WHART, the Promisor shall

19 Subject Description still be obliged to pay the rental to WHART at the rate of not less than the same rental plus 10% for such areas until the end of 1-year period from the date of investment by WHART.

2. The Promisor agrees that on the maturity date of the lease agreement as stated in clause 1, the Promisor will place a security deposit for the rent and service in the amount of 1,023,308 THB to secure the area rent payment for the area in WHA Mega Logistics Center (Chonlaharnpichit Km. 5) Building G in case that there is no renewal or there is negotiation to renew but no payment yet paid for the rent as stated in clause 1, when the Promisor can procure a Lessee to rent the area and the rent is not lower than the same rent plus 10% for one year from the date WHART enters into the investment, the Promisee agrees to return the security deposit without interest or any other benefits to the Promisor within 30 days from the maturity date of one year from the date WHART enters into the investment or the date the Promisee can procure the Lessees to rent the area as per the above conditions.

3. For the areas in the warehouse of WHA Mega Logistics Center (Chonlaharnpichit Km. 5) Building A2/11, the Promisor agrees that during a period of three years from the date WHART enters into the investment, if the area in Building A2/1 is not rented out, the Promisor agrees to pay the rent at 140 THB per square metre per month for such period and also pay for the water, electricity, land and building tax and/or any other expenses in regard to the area in Building A2/1 that is not rented out as if the Promisor is the Lessee. However, if, during the three years from the date WHART enters into the investment, the Promisor can procure any Lessees to rent the area in Building A2/1 that is not yet rented out for a minimum period equal to the remaining period of three years from the date WHART enters into the investment and the rent is not lower than 140 THB per square metre per month, the Promisor is not obliged to pay the rent for the area in Building A2/1 that the Promisor can procure from the Lessees. In any case, if such Lessees enter into the lease agreement for the area in Building A2/1 with the rent lower than 140 THB per square metre per month, the Promisor is still obliged to pay for the remaining amount (of 140 THB per square metre per month) to WHART until the end of three years from the date WHART enters into the investment. In addition, if the Lessee enters into the lease agreement with a shorter term than the remaining 3-year period from the date of the investment by WHART, the Promisor shall still be obliged to pay the rental to WHART at the rate of THB 140 per square metre per month for such areas until the end of 3-year period from the date of investment by WHART.

4. The Promisor agrees that on the date that WHART enters into the investment, the Promisor will place a security deposit for the rent and

1 As of 31 August 2016, the building has short-term tenants. However, during the 3 years from the date of investment by WHART from the Capital Increase No. 2, if the area in the Building A2/1 becomes an areas without tenant, the Promisor promised to pay the rental for Building A2/4 according to the details in Clause 3 and 4 of this subject.

20 Subject Description service in the amount of 678,720 THB to secure the area rent payment in the WHA Mega Logistics Center (Chonlaharnpichit Km. 5) Building A2/1 that is not yet rented out as stated in clause 3, when the Promisor can procure the Lessees to rent the area and the rent is not lower than 140 THB per square metre per month for three years from the date WHART enters into the investment, the Promisee agrees to return the security deposit without interest or any other benefits to the Promisor within 30 days from the maturity date of three years from the date WHART enters into the investment or the date the Promisee can procure the Lessees to rent the area as per the above conditions.

The Promisor’s 1. The ingress-egress to the public covenants with regard to road of WHART WHA Mega Logistics The Promisor agrees to arrange relevant procedures until WHART can Center (Ladkrabang) use the land of State Railway of Thailand as an ingress-egress to the Project public road at the Promisor’s own expense. However, if after WHART is permitted to use the said land, and later State Railway of Thailand revokes the permission, the Promisor agrees to coordinate or file a request to State Railway of Thailand to cancel such revocation including to assist and facilitate WHART to exercise its right in court for the right to passage way to a public road for land-locked property at the Promisor’s own expense excluding the entrance fee, the fee to use the passageway or the fee for the right concerning the use of land as access. For the avoidance of doubts, the entrance fee, the fee to use the passageway and the fee for the right concerning the use of land as access include, without limitation, compensation, rentals, any considerations for the transfer of ownership and/or possession rights or any payments for the use of such land which is the expense of WHART of which the Promisor is entitled to determine on behalf of WHART. 2. To lease the land for the poles to support the power lines

The Promisor agrees to arrange for WHART to lease the land of State Railway of Thailand to flag the poles which support the power lines at the Promisor’s own expense and after the lease is entered into or transferred, the Promisor shall coordinate with State Railway of Thailand to renew the lease at the Promisor’s own expense upon each maturity excluding the rent of the area.

3. If the Promisor fails to arrange for WHART to get permission to use the land as an ingress-egress to the public road or to flag the poles to support the power lines (not including the case of revocation thereafter or if the land lease for the poles is not renewed after its maturity), the Promisor agrees to take any possible actions to arrange for WHART to have an ingress-egress from and to the public road and procure a lease for the land for the poles to support the power lines with State Railway of Thailand throughout the entire period WHART owns WHA Mega

21 Subject Description Logistics Center (Ladkrabang) Project, otherwise the Promisor agrees to purchase the Property (WHA Mega Logistics Center (Ladkrabang) Project) at the same price that the Promisor sells to WHART and the Promisor further agrees to take sole responsibility for all registration fees and expenses incurred by such buyback transaction.

For the avoidance of doubts, the Promisor will be responsible for the relevant expenses, the fee for the use of land or any considerations for the transfer of ownership and/or possession rights and other actions taken to ensure that WHART will have (i) the ingress-egress to public road or (ii) the rights to flag the poles to support the power lines as specified above. In this connection, the ingress-egress rights procured to substitute those of the State Railway of Thailand shall be in good conditions and appropriate to use and access way of cars and trucks for WHA Mega Logistics Center (Ladkrabang) Project.

The Promisor’s 1. The Promisor agrees that for 15 years from the date WHART enters into covenants with regard to the investment (“the warranty period for the rent payment of the rooftop the lease of the rooftop area”) for the rooftop area in WHA Mega Logistics Center (Ladkrabang) area in WHA Mega Project (not including Buildings 7/1 and 7/2 (Phase 1 and Phase 2)) that is Logistics Center not yet rented out, the Promisor agrees to pay the rent for the rooftop area (Ladkrabang) Project to WHART throughout the warranty period at 3 THB per square metre per month which will increase by 10% every five years. 2. During the warranty period of the rooftop area as mentioned above, WHART will grant the right to the Promisor and/or connected party as the first priority to lease the roof area for a period of not less than 15 years from the date WHART enters into the investment at the rate not lower than the rate that the Promisor warrants to pay to WHART and shall be equal to or not lower than the rate offered by the other Lessees (if any) depending on which rate is higher (“the right to lease the rooftop area”).

3. When the Promisor and/or connected party exercises the right to lease the rooftop area according to the period and rent as mentioned above, the Promisor’s obligation to pay the rent shall be deemed terminated. However, upon the maturity of 15 years, if there is no other Lessee to lease the rooftop area from WHART, and the Promisor and/or connected party has not yet renewed the lease, the Promisor may request to pay the rent for another ten years (“the renewed warranty period for the rent payment of the rooftop area”) with the same priority right of the Promisor and/or connected party to lease the roof from WHART as specified in clause 2 in all matters.

4. However, during the warranty period for the rent payment of the rooftop area or the renewed warranty period, if the Promisor can procure a Lessee to lease the rooftop area for a period of not less than the remaining warranty period or the renewed warranty period under the terms and conditions of the lease and the rent payment not being inferior to that mentioned above, the Promisor is not obliged to pay the rent for the

22 Subject Description rooftop area in WHA Mega Logistics Center (Lagkrabang) Project for the remaining period. However, if such Lessee enters into the lease agreement of the rooftop area in WHA Mega Logistics Center (Lagkrabang) Project for the remaining period at the rate lower than the agreed rate, the Promisor is still obliged to pay the remaining amount to WHART until the end of the warranty period or the renewed warranty period.

The Promisor’s 1. The Promisor agrees that for 25 years from the date WHART enters into covenants with regard to the investment for the rooftop area in WHA Mega Logistics Center the lease of the rooftop (Chonlaharnpichit Km. 5) Project that is not yet rented out on the date area in WHA Mega WHART enters into the investment, the Promisor agrees to pay the rent Logistics Center for the rooftop area to WHART throughout 25 years at 3 THB per square (Chonlaharnpichit Km. metre per month which will increase by 10% every five years. 5) Project 2. However, during such 25 years, if the Promisor can procure a Lessee to lease the rooftop area that is not yet rented out for a period of not less than the remaining period of 25 years under the terms and conditions of the lease and the rent payment not inferior to that mentioned above, the Promisor is not obliged to pay the rent for the rooftop area in WHA Mega Logistics Center (Chonlaharnpichit Km. 5) Project for the remaining period. However, if such Lessee enters into the lease agreement of the rooftop area in WHA Mega Logistics Center (Chonlaharnpichit Km. 5) Project for the remaining period at the rate lower than the agreed rate, the Promisor is still obliged to pay the remaining amount to WHART until the end of 25 years.

Annex 2

Summary of Undertaking Agreement to be made with Hemaraj Trust

Subject Terms and Conditions

1. HEMARAJ

Maintaining of Trust Unit • aggregate amount of Trust Unit holding ratio of Hemaraj and its related persons Holding Ratio shall not be less than 15 percent of total amount of Trust Units of the REIT (in case of initial issuance and offering for sale of Trust Units only) • not less than 3 years • not to distribute, sell, transfer Trust Units or not to pledges or constitute any encumbrances on Trust Units.

Shareholding and Maintaining • not less than 70 percent of total issued shares of Hemaraj REIT Management of Shareholding Ratio in Company Limited. Hemaraj REIT Management Company Limited

Right of First Refusal • REIT is has a right of first refusal in relation to investment in factory and warehouse building project within the period of 7 years from the effective date of this Agreement.

2. Hemaraj Group

Guarantee of Income • Owner of assets will be compensated for rental and service fees for the vacant leased premises for the period of 3 years from the commencement date under the lease agreement, whereby rental rates shall be as follows:

. Detached Factory Building: Baht 200 per Square Meter /Month

. Attached Factory Building: Baht 190 per Square Meter/Month

. Warehouse Building: Baht 155 per Square Meter/Month

Responsibility to Pay Owner of assets will be responsible for expense of maintenance, fixing and/or Maintenance/Modification modification of REIT invested assets including roofs, air-conditioners, fire Expenses protection systems, painting of the leased premises, electric transformer, fences and doors around leased premises (if any), utility systems connected from service providers who manage and maintain central utilities, building fixing or soil surface subsidence around the REIT invested assets (if any) including any relevant systems which damages incurred from such purpose.

Annex 3

Assets disposed during the past six months from 10 November 2016

(11 May 2016 to 10 November 2016)

1. Two projects Out of Town

Location Project’s name Type of Size Assets

Moo 1 Tambol Nongkam, Amphur WHA Mega Logistics Land and 50-0-34.9 Rai Sriracha, Chonburi Province Center Leam Chabang Construction Cost

Nearby Waterway Canal - WHA Mega Logistics Land and 75-2-57.7 Rai Suvarnabhumi Road, KM 3, Moo 7 Center Chonlaharnpichit Construction Tambol Bangplee, Amphur km.3 (Phase II) Cost Bangplee, Samutrprakarn Province

The total asset value the out of town projects is Baht 1,955,000,000, equalling 2.48 percent of the total asset.

2. Disposal of Asset Being Securities

(1) Sale of trust units of WHA Premium Growth Freehold and Leasehold Real Estate Investment Trust at the price of Baht 219,300,512. The maximum transaction size of such sale is 2.29 percent pursuant to the net profit rule.

(2) Sale of shares in 11 companies in the group of Gunkul joint ventures to Hemaraj Energy Co., Ltd. at the price of Baht 56,555,011. The maximum transaction size of such sale is 1.87 percent pursuant to the net profit rule.

(3) Sale of Chonburi Clean Energy Co., Ltd. shares held by Hemaraj Engery Co., Ltd. at the price of Baht 5,000,000. The maximum transaction size of such sale is 0.0063 percent pursuant to the total value of consideration rule.

The total price in Clause (1) to (3) is Baht 280,855,523 or 4.1663 percent.

Annex 4 The Company’s projects remaining after Asset Sale to WHART Trust and Hemaraj Trust

1. Projects that completed construction and started generate income.

Project’s name Location WHA - Dena Amata City Industrial Estate, Tambol Mabyangporn, Amphoe Pluakdaeng, Rayong

WHA Central Mega Logistics Center Wangnoi 63 Tumbol Botalo, Amphoe Wang Noi, Ayutthaya WHA Mega Logistics Center Chonlaharnpichit KM Chonlaharnpichit KM 3, Tambol Bangpla, Amphur 3 Ph.1 Bangplee, Samutprakarn (72 rais) WHA Mega Logistics Center Lamlukka Tambol Lamlukka, Amphoe Lamlukka, Patumthani Amata City Industrial Estate, Tambol Mabyangporn, Omada Amphoe Pluakdaeng, Rayong Rama 2 Road, Tambol Bangkrajao, Amphoe Muang, WHA Mega Logistics Center Rama II KM 35 Samutsakorn

2. Projects that completed construction and partially occupied by tenants.

Project’s name Location WHA Mega Logistics Center KM 19 Bangna-Trad Road, KM 19 Tambol Bangchalong, Amphoe Bangplee, Samutprakan

3. Projects under development and has been partially handed to tenants.

Project’s name Location WHA Central Mega Logistics Center Wangnoi 63 Tumbol Botalo, Amphoe Wang Noi, Ayutthaya Bangna-Trad Road KM.23 Tambol Bangsaothong WHA Mega Logistics Center KM 23 Amphur Bangsaothong Samutprakarn WHA Mega Logistics Center Wangnoi 62 Tumbol Botalo, Amphoe Wang Noi, Ayutthaya WHA Rama III Bangpongpang, Yannawa, Bangkok

4. Projects under development and there is no tenant occupied.

Project’s name Location

WHA Bangna Business Complex Ph. 2 Bangna KM 7

5. Land held for development of future warehouse and distribution center project

Area Location Khon Kaen Amphoe Muang, Khon Kaen Prachinburi Amphoe Kabinburi, Prachinburi Chonburi Amphoe Panthong, Chonburi Surathani Amphoe Poonpin, Surathani Lamphun Amphoe Muang, Lamphun WHA Central Mega Logistics Center Wangnoi 63 Tumbol Botalo, Amphoe Wang Noi, Ayutthaya (The portion is not yet under construction) WHA Mega Logistics Center Rama II KM 35 (The Rama 2 Road KM 35, Tambol Bangkrajao, Amphoe portion is not yet under construction) Muang, Samutsakorn

6. Industrial Estate Project and Logistic Park

Project Name Location Unit Hemaraj Chonburi Industrial Estate Bowin Sub-district, Sriracha District, 10 Chonburi Eastern Seaboard Industrial Estate Pluak Daeng Sub-district, Pluak Daeng 27 (Rayong) District, Rayong Hemaraj Eastern Seaboard Industrial Tasith Sub-district, Pluak Daeng District, 20 Estate Rayong Hemaraj Saraburi Industrial Land Nong Khae District, Saraburi 34 Hemaraj Rayong Industrial Land Ban Khai District, Rayong 1 Hemaraj Raedy Build Factory Park @ Hi- Ladtakhien Sub-district, Kabinburi 10 Tech Kabin District, Prachinburi Hemaraj Logistics Parks/Warehouse Hemaraj Logistics Park 1 Bowin Sub-district, Sriracha District, 8 Chonburi Hemaraj Logistics Park 2 Tasith Sub-district, Pluak Daeng District, - Rayong Hemaraj Logistics Park 3 Tasith Sub-district, Pluak Daeng District, 4 Rayong Hemaraj Logistics Park 4 Pluak Daeng Sub-district, Pluak Daeng 6 District, Rayong

27 Type of Asset Factory Warehouse Building Leasehold rights in lands and warehouse buildings for the period of 30 years from the commencement of the lease term and rights to extend the lease term for additional period of 30 years. Characteristic of REIT’s Assets Land Total approximate land area of 173 rai 3 Land Total approximate land area of 65 rai Acquisition ngan 18.46 square wah 3 ngan 92 square wah (Overview) Building 80 units with total building area of Building 21 units with total building area of 167,372 square meters 93,942 square meters Characteristic of Hemaraj Eastern 29 units (109,732 square meters) Hemaraj Logistics 2 Units (16,820 square meters) REIT Assets Seaboard comprising of19 units of Detached Parks 1 Project Acquisition Industrial Estate Factory Building (92,452 square (HLP1) (categorized by (HESIE) meters), and 10 units of Attached Project/Industrial Factory Building (17,280 square Estate) meters) Occupancy rate at 100 percent Occupancy rate at 77.17 percent. Approximate rooftop leasable area of Approximate rooftop leasable area of 58,560 square meters. 9,936 square meters Eastern 34 units (41,980 square meters) Hemaraj Logistics 11 units (50,996 square meters) Seaboard comprising of 2 units of Detached Parks 2 Project Industrial Estate Factory Building (14,750 square (HLP2) (Rayong) (ESIE) meters), and 32 units of Attached Factory Building (27,230 square meters) Occupancy rate at 83.91 percent Occupancy rate at 70.23 percent. Approximate rooftop leasable area of Approximate rooftop leasable area of 21,780 square meters 28,440 square meters Hemaraj 17 units (15,660 square meters) of Hemaraj Logistics 8 unit (26,126 square meters) Chonburi Attached Factory Building Parks 4 Project

28 Type of Asset Factory Warehouse Building Industrial Estate Occupancy rate at 50.65 percent (HLP4) Occupancy rate at 74.81 percent (HCIE) Approximate rooftop leasable area of Approximate rooftop leasable area of 8,014 square meters 14,570 square meters

29 PART 2 WHART TRUST UNIT SUBSCRIPTION IN TRUST UNIT OFFERING FOR THE SECOND CAPITAL INCREASE OF WHART TRUST AND INITIAL OFFERING OF TRUST UNITS OF HEMARAJ TRUST

1. WHART TRUST UNIT SUBSCRIPTION

The Company will make the WHART Unit Trust Subscription in its second capital increase at the time of offering of unit trusts of WHART Trust. The Securities and Exchange Commission has granted approval to the REIT Manager to conduct the offering of trust units at its second capital increase. The Company expects that the REIT Manager could offer unit trusts of WHART Trust for its second capital increase at no later than 4/2016.

Upon calculation of subscription amount of WHART trust units based on the estimated price of assets to be sold to WHART Trust as appears in this Information Memorandum, the funds raised from sale of trust units of WHART Trust is approximately Baht 3,104,720,000. Accordingly, the approximate subscription amount of trust units is Baht 465,708,000 with the conditions to adjust the subscription amount depending on the final offer unit trust price of WHART Trust. The final unit trust subscription amount will depend on the final offer trust unit price of WHART Trust to be determined by the method of book- building process and other factors e.g. the appraisal value of the assets to be invested by WHART Trust pursuant to the appraisal report of the independent appraisers, the general market conditions and response from investors etc. The Company’s Board of Directors resolved to authorize the Chief Executive Officer or the person assigned by the Chief Executive Officer to have the power as follows:

(1) To adjust the unit trusts subscription amount taking into account of the final offer unit trust price of WHART Trust for the Company to hold 15 percent of the funds raised from sale of unit trust.

(2) To approve any matters necessary or relevant to the performance or actions to be taken including to sign agreements or relevant documents in order that the unit trust subscription is successful.

2. HEMARAJ TRUST UNIT SUBSCRIPTION

Hemaraj will make the Hemaraj Unit Trust Subscription at the time of initial offering of unit trusts. The Securities and Exchange Commission has granted approval to the Settlor of Hemaraaj Trust to conduct the initial offering of trust units. The Company expects that the Settlor could offer trust units of Hemaraj Trust at no later than 4/2019.

Upon calculation of subscription amount of Hemaraj trust units based on the estimated lease remuneration of assets to be leased out to Hemaraj Trust as appears in this Information Memorandum, the funds raised from sale of trust units of Hemaraj Trust is approximately Baht 5,693,600,000. Accordingly, the approximate subscription amount of trust units is Baht 854,040,000 with the conditions to adjust the subscription amount

30 depending on the final offer unit trust price of Hemaraj Trust. The final unit trust subscription amount will depend on the final offer trust unit price of Hemaraj Trust to be determined by the method of book-building process and other factors e.g. the appraisal value of the assets to be invested by Hemaraj Trust pursuant to the appraisal report of the independent appraisers, the general market conditions and response from investors etc. The Company’s Board of Directors resolved to authorize Hemaraj to adjust the unit trusts subscription amount taking into account of the final offer unit trust price of Hemaraj Trust for Hemaraj to hold 15 percent of the funds raised from sale of unit trust of Hemaraj Trust.

2. Transaction Size Calculation

The highest value of transaction size of such unit trust subscription under the Notification on Acquisition and Disposal is 1.64 percent pursuant to the total value of consideration rule calculated from the consolidated financial statement of the Company as of 30 September 2016. Details of transaction size calculation of the Unit Trust Subscription are as follows:

Rules Formula Transaction Size

1. Net Tangible Asset Not be able to calculate

2. Net Profit Not be able to calculate because of being unit trust subscription

3. Total value of x 100 WHART Trust = x 100 = 0.58% * consideration

Hemaraj Trust = x 100 = 1.06 %*

Total = x 100 = 1.64 %*

4. Total value of securities Not be able to calculate because the transaction is to subscribe for unit trusts without issuing shares.

*Such transaction does not include the acquisition of land and other assets within the past six months.

Upon consolidating with disposal assets during the past six months as appears in Annex 1 of Part II of this Information Memorandum, the total transaction size is 2.57 percent. This is not regarded as a disposal transaction under the Notification on Acquisition and Disposal. The Company is not required to prepare an Information Memorandum to be disclosed to the SET and not to distribute the Information Memorandum to the shareholders within 21 days. This transaction does not fall within the related transaction.

Annex 1 Assets acquired during the past six months from 10 November 2016 (11 May 2016 to 10 November 2016)

1. One Project in Bangkok Type of Location Project’s name Size Assets

Land Rental Bangpongpang, Yannawa, WHA Rama III 2-2-13 Cost Bangkok The total asset value the project in Bangkok is Baht 59,613,711, equalling 0.08 percent of the total asset.

2. Four Projects Out of Town Type of Location Project’s name Size Assets

Klongsongnam - Suvarnabhumi Land and WHA Mega Logistics Center Road KM 3 Moo 7, Tambol Construction 75-2-57.7 Chonlaharnpichit KM 3 Ph.2 Bangpla, Amphur Bangplee, Cost Samutprakarn Land and Moo 1 Tambol Nongkham, WHA Mega Logistics Center Construction 50-0-34.9 Amphoe Sriracha, Chonburi Leamchabang Cost

Tumbol Botalo, Amphoe Wang WHA Central Mega Logistics Land and Fill 313-1-50 Noi, Ayutthaya Center Wangnoi 63 Soil cost

Construction Tumbol Botalo, Amphoe Wang WHA Mega Logistics Center and Fill Soil 26-3-18 Noi, Ayutthaya Wangnoi 62 cost

The total asset value the out of town projects is Baht 662,205,524, equalling 0.84 percent of the total asset.

3. Acquisition of Securities The investment in Genesis Data Canter Co., Ltd. in the amount 39,999 shares at the value of Baht 3,999,900, equalling 0.01 percent of the total asset.

The total assets acquired is 0.93 percent of the total asset.

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

Signed ………………………………………………... Authorized Director

(Mr. Somyos Anantaprayoon)

Signed ………………………………………………... Authorized Director

(Miss Jareeporn Jarukornsakul)

Signed ………………………………………………... Authorized Director

(Mr. Somsak Boonchoyruengchai)