7 July 2020 Subject: Amendment to the Tender Offer for the Securities Of

Amendment to the Tender Offer for the Securities of Golden Land Property Development Public Company Limited No.3

7 July 2020

Subject: Amendment to the Tender Offer for the Securities of Golden Land Property Development Public Company Limited (Form 247-4)

To: Secretary-General, The Office of The Securities and Exchange Commission (the “SEC”) President, The Stock Exchange of Thailand (the “SET”) Board of Directors and Securities Holders of Golden Land Property Development Public Company Limited

Reference: The Tender Offer for the Securities of Golden Land Property Development Public Company Limited, (form 247-4) dated 19 May 2020 and Amendment to the Tender Offer for the Securities of Golden Land Property Development Public Company Limited (Form 247-4) No. 1 and No.2 date 28 May 2020 and 1 June 2020, respectively As Frasers Property (Thailand) Public Company Limited (the “Tender Offeror”) has submitted the Tender Offer for the Securities of Golden Land Property Development Public Company (the “Business”) (Form 247-4) to the Office of Securities and Exchange Commission and the Stock Exchange of Thailand, the Business, the directors and shareholders of the Business on 19th May 2020 with Phatra Securities Public Company Limited as the Tender Offer Preparer (“Tender Offer Preparer”) and Amendment to the Tender Offer for the Securities of Golden Land Property Development Public Company Limited (Form 247- 4) No. 1 and No.2 date 28 May 2020 and 1 June 2020, respectively. The Tender Offeror would like to submit the Amendment to the Tender Offer for the Securities of the Business as attached herewith. Yours Sincerely,

- Mr. Sopon Racharaksa - (Mr. Sopon Racharaksa) Authorized Person Frasers Property (Thailand) Public Company Limited

Amendment to the Tender Offer for the Securities of Golden Land Property Development Public Company Limited No.3

Phatra Securities Public Company Limited as Tender Offer Preparer would like to submit the Amendment to the Tender Offer of the Business as attached herewith. Yours Sincerely,

- Mr. Aphinant Klewpatinond - - Mrs. Patchanee Limapichat - (Mr. Aphinant Klewpatinond) (Mrs. Patchanee Limapichat) Authorized Director Authorized Director Phatra Securities Public Company Limited

Amendment to the Tender Offer for the Securities of Golden Land Property Development Public Company Limited No.2

This English language translation of Amendment to the Tender Offer for the Securities of Golden Land Property Development Public Company Limited (Form 247-4) has been prepared solely for the convenience of the foreign shareholders of Golden Land Property Development Public Company Limited and should not be relied upon as the definitive and official document of the Tender Offeror. The Thai language version is the definitive and official document of the Tender Offer and shall prevail in all respects in the event of any inconsistency with this English language translation.

Amendment to the Tender Offer for the Securities of Golden Land Property Development Public Company Limited No.2

Note: Additional information is underlined and the deleted information is strikethrough

1. Part 1; Section 14 Payment Date

Original

14. Payment Date The Tender Offeror will make payment to the Offeree within the 2nd business day from the last day of the Offer Period, which is 27 July 2020, provided that the Acceptance Form along with the supporting documents submitted by the Offeree are correct, complete, and valid, and the transfer of the tendered shares to the Tender Offeror has been completed and is valid. In case of an extension to the Offer Period, the Offeree shall receive payment on the 2nd business day from the last day of the extended Offer Period.

Revision

14. Payment Date The Tender Offeror will make payment to the Offeree within the 2nd business day from the last day of the Offer Period, which is 27 29 July 2020, provided that the Acceptance Form along with the supporting documents submitted by the Offeree are correct, complete, and valid, and the transfer of the tendered shares to the Tender Offeror has been completed and is valid. In case of an extension to the Offer Period, the Offeree shall receive payment on the 2nd business day from the last day of the extended Offer Period.

Amendment to the Tender Offer for the Securities of Golden Land Property Development Public Company Limited No.2

2. Part 4; Section 3 Settlement and Payment Procedures

Original

3. Settlement and Payment Procedures

After the Offeree’s Tender Offer Acceptance Form, share certificate, other deed of ownership and all required documents as specified in Part 4 Section 1.2 are duly examined and verified, the shares transfer is completed, and the Tender Offer Agent receives the full payment amount according the number of Offeree who submits the Tender Offer Acceptance Form within the Offer Period, the Tender Offeror, through the Tender Offer Agent, will then make a payment for the purchase of shares to the Offeree in accordance with the payment method selected by the Offeree in the Tender Offer Acceptance Form as follows:

3.1 The Offeree accepts to receive payment via Automatic Funds Transfer Service (ATS)

The Offeree shall inform the bank account information to be used to receive the payment for the proceed of shares. The account must be a savings or current account, which is able to execute transactions via an automatic funds transfer service, opened with (1) Bank of Ayudhya PCL (2) Siam Commercial Bank PCL (3) Bangkok Bank PCL (4) Krungthai Bank PCL (5) Kasikornbank PCL (6) TMB Bank PCL (7) United Overseas Bank PCL (8) Thanachart Bank PCL (9) Kiatnakin Bank PCL or (10) CIMB Thai Bank PCL. The name of the account holder must be the same as that of the Offeree stated in the Tender Offer Acceptance Form. The Offeree must provide either a certified true copy of the first page of the savings deposit passbook or a certified true copy of the current account statement which show the explicit account name and account number.

Through the Tender Offer Agent, the Tender Offeror will make payment to the Offeree’s account by 4:00 p.m. on 27 July 2020 (the “Settlement Date”), which is the second business day after the last day of the Offer Period. In the event that the bank transfer cannot be completed for any reason, the Tender Offeror reserves the rights to procure the Tender Offer Agent to make a payment for the purchase of shares by cheque. Through the Tender Offer Agent, the Tender Offeror will send the cheque via registered post to the address specified in the Tender Offer Acceptance Form within 15 days after the Settlement Date as stated in Section 3.3.3. For the Offeree’s convenience, the Tender Offeror recommends that the Offeree choose to accept to receive payment by direct transfer to account without any charges.

In any circumstance, if the Tender Offer Agent correctly sent the cheque via registered post to the address specified in the Tender Offer Acceptance Form, it will be deemed that the Offeree has received the full payment of securities and the Offeree will have no right to claim for any interest or damages from the Tender Offer Agent or the Tender Offeror.

Amendment to the Tender Offer for the Securities of Golden Land Property Development Public Company Limited No.2

3.2 The Offeree accepts to receive payment by cheque

Should the Offeree chose to accept payment by cheque, the Tender Offeror will make payment through the Tender Offer Agent to the Offeree by a cheque. A clearing process may take approximately 7-15 days if the Offeree deposits such cheque in an account in different clearing areas other than Bangkok (depend on each bank’s procedure). The Offeree can select one of the three methods of cheque payment, as follows:

3.2.1 Collecting cheque in person

The Offeree can collect his or her cheque made in the name of "A/C Payee Only" to the Offeree at the head quarter of Tender Offer Agent from 27 July 2020, onward which is the second business day following the last day of the Offer Period (only business days), during 9.00 a.m. to 4.00 p.m. at the office of the Tender Offer Agent at the following address: Phatra Securities Public Company Limited 6th Floor, Muang Thai-Phatra Office Tower 1, 252/6 Ratchadapisek Road, Huaykwang, Bangkok 10310 Tel: 66 (0) 2165 5555 press 2 and 4 respectively Information inquiry available during 8.00 a.m. – 6.00 p.m. daily

If the cheque has not been collected within 14 business days following the Settlement Date, through the Tender Offer Agent, the Tender Offeror will send the cheque to the Offeree via registered post to the address specified in the Tender Offer Acceptance Form.

Under any circumstance, after the cheque payment has been sent to the Offeree by registered post at the address stated in the Tender Offer Acceptance Form, it will be deemed that the Offeree has received the full payment of securities and the Offeree will have no right to claim for any interest or damages from the Tender Offer Agent or the Tender Offeror.

3.2.2 The Offeree appoints other person to collect cheque on his or her behalf

In the case where the Offeree wishes to appoint another person to collect the cheque on his or her behalf, such person shall submit a power of attorney to the Tender Offer Agent affixed with a THB 10 or THB 30 stamp duty, as the case may be, and a certified true copy of identity documents as stated in Section 1.2.3 of the Offeree and the appointed person at the date of the collection and such appointment shall follow the terms and conditions in Section 3.2.1.

Amendment to the Tender Offer for the Securities of Golden Land Property Development Public Company Limited No.2

Under any circumstance, after the cheque payment has been sent to the Offeree by registered mail at the address stated in the Tender Offer Acceptance Form, it will be deemed that the Offeree has received the full proceeds from accepting the Tender Offer and the Offeree will have no right to claim for any interest or damages from the Tender Offer Agent or the Tender Offeror.

3.2.3 The Offeree wishes to receive the cheque via registered post at the address specified in the Tender Offer Acceptance Form

The Offeree can select to receive payment via registered mail at the address stated in the Tender Offer Acceptance Form. However, the Offeree might receive the cheque after the second business day from the last day of the Offer Period or 27 July 2020.

Note: In the case that share tendered is in share certificate form, the Tender Offeror or the Tender Offer Agent will make payment to the Offeree only after such share certificates have been verified by and deposited with the TSD. If the TSD refuses to accept such share certificates, the Tender Offeror and/or through the Tender Offer Agent reserves the right to refuse the Tender Offer Acceptance Form of the Offeree and the Tender Offeror will not make or be obliged to make any payment to the Offeree. The Offeree will then be notified to collect the share certificates back.

Revision

3. Settlement and Payment Procedures

3.3 The Offeree accepts to receive payment via Automatic Funds Transfer Service (ATS)

Amendment to the Tender Offer for the Securities of Golden Land Property Development Public Company Limited No.2

Through the Tender Offer Agent, the Tender Offeror will make payment to the Offeree’s account by 4:00 p.m. on 27 29 July 2020 (the “Settlement Date”), which is the second business day after the last day of the Offer Period. In the event that the bank transfer cannot be completed for any reason, the Tender Offeror reserves the rights to procure the Tender Offer Agent to make a payment for the purchase of shares by cheque. Through the Tender Offer Agent, the Tender Offeror will send the cheque via registered post to the address specified in the Tender Offer Acceptance Form within 15 days after the Settlement Date as stated in Section 3.3.3. For the Offeree’s convenience, the Tender Offeror recommends that the Offeree choose to accept to receive payment by direct transfer to account without any charges.

3.4 The Offeree accepts to receive payment by cheque

3.2.4 Collecting cheque in person

The Offeree can collect his or her cheque made in the name of "A/C Payee Only" to the Offeree at the head quarter of Tender Offer Agent from 27 29 July 2020, onward which is the second business day following the last day of the Offer Period (only business days), during 9.00 a.m. to 4.00 p.m. at the office of the Tender Offer Agent at the following address:

Amendment to the Tender Offer for the Securities of Golden Land Property Development Public Company Limited No.2

Phatra Securities Public Company Limited 6th Floor, Muang Thai-Phatra Office Tower 1, 252/6 Ratchadapisek Road, Huaykwang, Bangkok 10310 Tel: 66 (0) 2165 5555 press 2 and 4 respectively Information inquiry available during 8.00 a.m. – 6.00 p.m. daily

3.2.5 The Offeree appoints other person to collect cheque on his or her behalf

3.2.6 The Offeree wishes to receive the cheque via registered post at the address specified in the Tender Offer Acceptance Form

Amendment to the Tender Offer for the Securities of Golden Land Property Development Public Company Limited No.2

3. Part 4; Section 4 Settlement and Payment Procedures

Original

4. Rights of Shareholders who have Expressed their Intention to Tender their Securities

Through the Tender Offer Agent, the Tender Offeror will make payment in accordance with the payment method as selected by the Offeree in the Tender Offer Acceptance Form on the second business day after the last day of the Offer Period, which is 27 July 2020. In case that there occurs any event which results in a change in the Tender Offer Price, as specified in Part 1 Section 8, Conditions for the Amendment of the Tender Offer, the Tender Offeror shall proceed with the followings:

4.1 In the event that the Offer Price is reduced, the Tender Offeror will pay the reduced price to all Offerees. The Tender Offeror and/or through the Tender Offer Agent shall deem that the Offeree has agreed and accepted the reduced Offer Price, except for those Offeree who has expressed their intention to sell prior to the date of price reduction (and such intention is irrevocable). In such case, the Tender Offeror will pay the original price to such Offeree.

4.2 In the event that the Offer Price is increased, the Tender Offeror will pay the increased price to all Offerees, and the Tender Offeror and the Tender Offer Agent shall deem that the Offeree has agreed and accepted the increased Offer Price.

Amendment to the Tender Offer for the Securities of Golden Land Property Development Public Company Limited No.2

Revision

4. Rights of Shareholders who have Expressed their Intention to Tender their Securities

Through the Tender Offer Agent, the Tender Offeror will make payment in accordance with the payment method as selected by the Offeree in the Tender Offer Acceptance Form on the second business day after the last day of the Offer Period, which is 27 29 July 2020. In case that there occurs any event which results in a change in the Tender Offer Price, as specified in Part 1 Section 8, Conditions for the Amendment of the Tender Offer, the Tender Offeror shall proceed with the followings:

4.3 In the event that the Offer Price is reduced, the Tender Offeror will pay the reduced price to all Offerees. The Tender Offeror and/or through the Tender Offer Agent shall deem that the Offeree has agreed and accepted the reduced Offer Price, except for those Offeree who has expressed their intention to sell prior to the date of price reduction (and such intention is irrevocable). In such case, the Tender Offeror will pay the original price to such Offeree.

4.4 In the event that the Offer Price is increased, the Tender Offeror will pay the increased price to all Offerees, and the Tender Offeror and the Tender Offer Agent shall deem that the Offeree has agreed and accepted the increased Offer Price.

Amendment to the Tender Offer for the Securities of Golden Land Property Development Public Company Limited No.2

1 June 2020

Subject: Amendment to the Tender Offer for the Securities of Golden Land Property Development Public Company Limited (Form 247-4)

As Frasers Property (Thailand) Public Company Limited (the “Tender Offeror”) has submitted the Tender Offer for the Securities of Golden Land Property Development Public Company (the “Business”) (Form 247-4) to the Office of Securities and Exchange Commission and the Stock Exchange of Thailand, the Business, the directors and shareholders of the Business on 19th May 2020 with Phatra Securities Public Company Limited as the Tender Offer Preparer (“Tender Offer Preparer”) and Amendment to the Tender Offer for the Securities of Golden Land Property Development Public Company Limited (Form 247- 4) No. 1 date 28th May 2020. The Tender Offeror would like to submit the Amendment to the Tender Offer for the Securities of the Business as attached herewith. Yours Sincerely,

- Mr. Sopon Racharaksa - (Mr. Sopon Racharaksa) Authorized Person Frasers Property (Thailand) Public Company Limited

Amendment to the Tender Offer for the Securities of Golden Land Property Development Public Company Limited No.2

Phatra Securities Public Company Limited as Tender Offer Preparer would like to submit the Amendment to the Tender Offer of the Business as attached herewith. Yours Sincerely,

- Mr. Aphinant Klewpatinond - - Mr. Trairak Tengtrirat - (Mr. Aphinant Klewpatinond) (Mr. Trairak Tengtrirat) Authorized Director Authorized Director Phatra Securities Public Company Limited

Amendment to the Tender Offer for the Securities of Golden Land Property Development Public Company Limited No.2

Note: Additional information is underlined and the deleted information is strikethrough

1. Part 1; Section 14 Payment Date

Original

14. Payment Date The Tender Offeror will make payment to the Offeree within the 2nd business day from the last day of the Offer Period, which is 28 July 2020, provided that the Acceptance Form along with the supporting documents submitted by the Offeree are correct, complete, and valid, and the transfer of the tendered shares to the Tender Offeror has been completed and is valid. In case of an extension to the Offer Period, the Offeree shall receive payment on the 2nd business day from the last day of the extended Offer Period.

Revision

14. Payment Date The Tender Offeror will make payment to the Offeree within the 2nd business day from the last day of the Offer Period, which is 28 27 July 2020, provided that the Acceptance Form along with the supporting documents submitted by the Offeree are correct, complete, and valid, and the transfer of the tendered shares to the Tender Offeror has been completed and is valid. In case of an extension to the Offer Period, the Offeree shall receive payment on the 2nd business day from the last day of the extended Offer Period.

2. Part 4; Section 3 Settlement and Payment Procedures

Original

3. Settlement and Payment Procedures

Amendment to the Tender Offer for the Securities of Golden Land Property Development Public Company Limited No.2

3.1 The Offeree accepts to receive payment via Automatic Funds Transfer Service (ATS) The Offeree shall inform the bank account information to be used to receive the payment for the proceed of shares. The account must be a savings or current account, which is able to execute transactions via an automatic funds transfer service, opened with (1) Bank of Ayudhya PCL (2) Siam Commercial Bank PCL (3) Bangkok Bank PCL (4) Krungthai Bank PCL (5) Kasikornbank PCL (6) TMB Bank PCL (7) United Overseas Bank PCL (8) Thanachart Bank PCL (9) Kiatnakin Bank PCL or (10) CIMB Thai Bank PCL. The name of the account holder must be the same as that of the Offeree stated in the Tender Offer Acceptance Form. The Offeree must provide either a certified true copy of the first page of the savings deposit passbook or a certified true copy of the current account statement which show the explicit account name and account number.

Through the Tender Offer Agent, the Tender Offeror will make payment to the Offeree’s account by 4:00 p.m. on 28 July 2020 (the “Settlement Date”), which is the second business day after the last day of the Offer Period. In the event that the bank transfer cannot be completed for any reason, the Tender Offeror reserves the rights to procure the Tender Offer Agent to make a payment for the purchase of shares by cheque. Through the Tender Offer Agent, the Tender Offeror will send the cheque via registered post to the address specified in the Tender Offer Acceptance Form within 15 days after the Settlement Date as stated in Section 3.3.3. For the Offeree’s convenience, the Tender Offeror recommends that the Offeree choose to accept to receive payment by direct transfer to account without any charges.

3.2 The Offeree accepts to receive payment by cheque

Amendment to the Tender Offer for the Securities of Golden Land Property Development Public Company Limited No.2

(depend on each bank’s procedure). The Offeree can select one of the three methods of cheque payment, as follows:

3.2.1 Collecting cheque in person

The Offeree can collect his or her cheque made in the name of "A/C Payee Only" to the Offeree at the head quarter of Tender Offer Agent from 28 July 2020, onward which is the second business day following the last day of the Offer Period (only business days), during 9.00 a.m. to 4.00 p.m. at the office of the Tender Offer Agent at the following address: Phatra Securities Public Company Limited 6th Floor, Muang Thai-Phatra Office Tower 1, 252/6 Ratchadapisek Road, Huaykwang, Bangkok 10310 Tel: 66 (0) 2165 5555 press 2 and 4 respectively Information inquiry available during 8.00 a.m. – 6.00 p.m. daily

3.2.2 The Offeree appoints other person to collect cheque on his or her behalf In the case where the Offeree wishes to appoint another person to collect the cheque on his or her behalf, such person shall submit a power of attorney to the Tender Offer Agent affixed with a THB 10 or THB 30 stamp duty, as the case may be, and a certified true copy of identity documents as stated in Section 1.2.3 of the Offeree and the appointed person at the date of the collection and such appointment shall follow the terms and conditions in Section 3.2.1.

Amendment to the Tender Offer for the Securities of Golden Land Property Development Public Company Limited No.2

have no right to claim for any interest or damages from the Tender Offer Agent or the Tender Offeror.

3.2.3 The Offeree wishes to receive the cheque via registered post at the address specified in the Tender Offer Acceptance Form

Revision

3. Settlement and Payment Procedures

Amendment to the Tender Offer for the Securities of Golden Land Property Development Public Company Limited No.2

transactions via an automatic funds transfer service, opened with (1) Bank of Ayudhya PCL (2) Siam Commercial Bank PCL (3) Bangkok Bank PCL (4) Krungthai Bank PCL (5) Kasikornbank PCL (6) TMB Bank PCL (7) United Overseas Bank PCL (8) Thanachart Bank PCL (9) Kiatnakin Bank PCL or (10) CIMB Thai Bank PCL. The name of the account holder must be the same as that of the Offeree stated in the Tender Offer Acceptance Form. The Offeree must provide either a certified true copy of the first page of the savings deposit passbook or a certified true copy of the current account statement which show the explicit account name and account number.

Through the Tender Offer Agent, the Tender Offeror will make payment to the Offeree’s account by 4:00 p.m. on 28 27 July 2020 (the “Settlement Date”), which is the second business day after the last day of the Offer Period. In the event that the bank transfer cannot be completed for any reason, the Tender Offeror reserves the rights to procure the Tender Offer Agent to make a payment for the purchase of shares by cheque. Through the Tender Offer Agent, the Tender Offeror will send the cheque via registered post to the address specified in the Tender Offer Acceptance Form within 15 days after the Settlement Date as stated in Section 3.3.3. For the Offeree’s convenience, the Tender Offeror recommends that the Offeree choose to accept to receive payment by direct transfer to account without any charges.

3.2 The Offeree accepts to receive payment by cheque

3.2.1 Collecting cheque in person

The Offeree can collect his or her cheque made in the name of "A/C Payee Only" to the Offeree at the head quarter of Tender Offer Agent from 28 27 July 2020, onward which is the second business day following the last day of the Offer Period (only business days), during 9.00 a.m. to 4.00 p.m. at the office of the Tender Offer Agent at the following address:

Amendment to the Tender Offer for the Securities of Golden Land Property Development Public Company Limited No.2

3.2.3 The Offeree wishes to receive the cheque via registered post at the address specified in the Tender Offer Acceptance Form

Amendment to the Tender Offer for the Securities of Golden Land Property Development Public Company Limited No.2

3. Part 4; Section 4 Settlement and Payment Procedures

Original

4. Rights of Shareholders who have Expressed their Intention to Tender their Securities

Through the Tender Offer Agent, the Tender Offeror will make payment in accordance with the payment method as selected by the Offeree in the Tender Offer Acceptance Form on the second business day after the last day of the Offer Period, which is 28 July 2020. In case that there occurs any event which results in a change in the Tender Offer Price, as specified in Part 1 Section 8, Conditions for the Amendment of the Tender Offer, the Tender Offeror shall proceed with the followings:

Amendment to the Tender Offer for the Securities of Golden Land Property Development Public Company Limited No.2

Revision

4. Rights of Shareholders who have Expressed their Intention to Tender their Securities

Through the Tender Offer Agent, the Tender Offeror will make payment in accordance with the payment method as selected by the Offeree in the Tender Offer Acceptance Form on the second business day after the last day of the Offer Period, which is 28 27 July 2020. In case that there occurs any event which results in a change in the Tender Offer Price, as specified in Part 1 Section 8, Conditions for the Amendment of the Tender Offer, the Tender Offeror shall proceed with the followings:

Amendment to the Tender Offer for the Securities of Golden Land Property Development Public Company Limited No.1

28 May 2020

Subject: Amendment to the Tender Offer for the Securities of Golden Land Property Development Public Company Limited (Form 247-4)

Reference: The Tender Offer for the Securities of Golden Land Property Development Public Company Limited, (form 247-4) dated 19 May 2020

As Frasers Property (Thailand) Public Company Limited (the “Tender Offeror”) has submitted the Tender Offer for the Securities of Golden Land Property Development Public Company (the “Business”) (Form 247-4) to the Office of Securities and Exchange Commission and the Stock Exchange of Thailand, the Business, the directors and shareholders of the Business on 19th May 2020 with Phatra Securities Public Company Limited as the Tender Offer Preparer (“Tender Offer Preparer”). The Tender Offeror would like to submit the Amendment to the Tender Offer for the Securities of the Business as attached herewith. Yours Sincerely,

- Mr. Sopon Racharaksa - (Mr. Sopon Racharaksa) Authorized Person Frasers Property (Thailand) Public Company Limited

Amendment to the Tender Offer for the Securities of Golden Land Property Development Public Company Limited No.1

Phatra Securities Public Company Limited as Tender Offer Preparer would like to submit the Amendment to the Tender Offer of the Business as attached herewith. Yours Sincerely,

- Mr. Aphinant Klewpatinond - - Mr. Trairak Tengtrirat - (Mr. Aphinant Klewpatinond) (Mr. Trairak Tengtrirat) Authorized Director Authorized Director Phatra Securities Public Company Limited

Amendment to the Tender Offer for the Securities of Golden Land Property Development Public Company Limited No.1

Note: Additional information is underlined and the deleted information is strikethrough

1. Part 1; Section 6 Offer Price

Original

6. Offer Price

The Offer Price of ordinary shares is THB 8.50 (Eight Point Five Baht) per share (the “Offer Price”). The aforemention price is a price not lower than the highest price calculated based on the criteria specified according to the Notification of the Capital Market Supervisory Board No. TorChor. 12/2554 re: Rules, Conditions and Procedures for the Acquisition of Securities for Business Takeovers (as amended) (“TorChor. 12/2554”). In addition, the shareholders who accept the Tender Offer (each an “Offeree”) are subject to a brokerage fee of 0.25 percent of the Offer Price and value added tax of 7.00 percent of the brokerage fee. Therefore, the net price to be received by the Offeree will be THB 8.47726250 (Eight Point Four Seven Seven Two Six Two Five Baht) per share. Such Offer Price is:

( ) the final offer which will not be changed (subject to the conditions specified in Section 8) ( ) not the final offer and the Tender Offeror may change the Offer Price

Amendment to the Tender Offer for the Securities of Golden Land Property Development Public Company Limited No.1

capital gains from the sale of securities, i.e., the difference between the Offer Price and the original cost which the Offeree has paid for the tendered securities. The Offeree must declare the original cost of such tendered securities to the Tender Offer Agent by submitting Form A-3 of Attachment 1 for the ordinary shares, and Form C-3 of Attachment 3 for Non-Voting Depository Receipts (“NVDR”). In the event that any Offeree fails to declare such original cost together with the Form for Confirmation of Cost to the Tender Offer Agent, the Tender Offer Agent will deduct the withholding tax which will be calculated on the basis of the Offer Price multiplied by the total number of securities of the Business or of NVDR intended to sell by the Offeree. Note: An Offeree who is a Thai juristic person will be responsible to withhold 1.50 percent of the brokerage fee and must issue a Withholding Tax Certificate to the Tender Offer Agent.

Revision

6. Offer Price

The Offer Price of ordinary shares is THB 8.50 (Eight Point Five Baht) per share (the “Offer Price”). The aforemention price is a price not lower than the highest price calculated based on the criteria specified according to the Notification of the Capital Market Supervisory Board No. TorChor. 12/2554 re: Rules, Conditions and Procedures for the Acquisition of Securities for Business Takeovers (as amended) (“TorChor. 12/2554”). The price is not lower than the offer price which was approved by the Extraordinary General Meeting of Shareholders No. 1/2019-20 convened on 20 November 2019 after adjusting for dividend payment approved per the resolution of the 2020 Annual General Meeting of Shareholders No. 27 of the Business, which is calculated to the offer price of THB 8.07 per share.

In addition, the shareholders who accept the Tender Offer (each an “Offeree”) are subject to a brokerage fee of 0.25 percent of the Offer Price and value added tax of 7.00 percent of the brokerage fee. Therefore, the net price to be received by the Offeree will be THB 8.47726250 (Eight Point Four Seven Seven Two Six Two Five Baht) per share. Such Offer Price is:

( ) the final offer which will not be changed (subject to the conditions specified in Section 8) ( ) not the final offer and the Tender Offeror may change the Offer Price

Amendment to the Tender Offer for the Securities of Golden Land Property Development Public Company Limited No.1

business in Thailand and not residing in a country which has a double tax treaty with Thailand, or residing in a country which has a double tax treaty with Thailand but such double tax treaty does not exempt such foreign juristic person from withholding tax on capital gains realized from the sale of securities in Thailand, such Offeree is subject to a deduction of 15 percent withholding tax on the capital gains from the sale of securities, i.e., the difference between the Offer Price and the original cost which the Offeree has paid for the tendered securities. The Offeree must declare the original cost of such tendered securities to the Tender Offer Agent by submitting Form A-3 of Attachment 1 for the ordinary shares, and Form C-3 of Attachment 3 for Non-Voting Depository Receipts (“NVDR”). In the event that any Offeree fails to declare such original cost together with the Form for Confirmation of Cost to the Tender Offer Agent, the Tender Offer Agent will deduct the withholding tax which will be calculated on the basis of the Offer Price multiplied by the total number of securities of the Business or of NVDR intended to sell by the Offeree. Note: An Offeree who is a Thai juristic person will be responsible to withhold 1.50 percent of the brokerage fee and must issue a Withholding Tax Certificate to the Tender Offer Agent.

2. Part 1; Section 12 Source of Funds to Finance the Tender Offer

Original

12. Source of Funds to Finance the Tender Offer In the event that all shareholders express their intention to sell all of their shares of the Business pursuant to the Tender Offer, the maximum required funding for the Tender Offer shall be in total of approximately THB 859.32 million.The source of funds is derived from the Company’s retained cash. The Tender Offer Preparer has considered the information on the source of funds of the Tender Offeror to be used for this Tender Offer for all securities of the Business and opined that the Tender Offeror has a sufficient source of funds to carry out this Tender Offer.

Revision

12. Source of Funds to Finance the Tender Offer In the event that all shareholders express their intention to sell all of their shares of the Business pursuant to the Tender Offer, the maximum required funding for the Tender Offer shall be in total of approximately THB 859.32 million.The source of funds is derived from the Company’s retained cash, whereas, per the latest financial statements as at 31 March 2020, the Company has cash and cash equivalent amounting to THB 7,696.00 million.

Amendment to the Tender Offer for the Securities of Golden Land Property Development Public Company Limited No.1

The Tender Offer Preparer has considered the information on the source of funds of the Tender Offeror to be used for this Tender Offer for all securities of the Business and opined that the Tender Offeror has a sufficient source of funds to carry out this Tender Offer.

3. Part 1; Section 14 Payment Date

Original

14. Payment Date The Tender Offeror will make payment to the Offeree within the 3rd business day from the last day of the Offer Period, which is 29 July 2020, provided that the Acceptance Form along with the supporting documents submitted by the Offeree are correct, complete, and valid, and the transfer of the tendered shares to the Tender Offeror has been completed and is valid. In case of an extension to the Offer Period, the Offeree shall receive payment on the 3rd business day from the last day of the extended Offer Period.

Revision

14. Payment Date The Tender Offeror will make payment to the Offeree within the 3rd 2nd business day from the last day of the Offer Period, which is 29 28 July 2020, provided that the Acceptance Form along with the supporting documents submitted by the Offeree are correct, complete, and valid, and the transfer of the tendered shares to the Tender Offeror has been completed and is valid. In case of an extension to the Offer Period, the Offeree shall receive payment on the 3rd 2nd business day from the last day of the extended Offer Period.

4. Part 4; Section 3 Settlement and Payment Procedures

Original

3. Settlement and Payment Procedures

Amendment to the Tender Offer for the Securities of Golden Land Property Development Public Company Limited No.1

Offeror, through the Tender Offer Agent, will then make a payment for the purchase of shares to the Offeree in accordance with the payment method selected by the Offeree in the Tender Offer Acceptance Form as follows:

Through the Tender Offer Agent, the Tender Offeror will make payment to the Offeree’s account by 4:00 p.m. on 29 July 2020 (the “Settlement Date”), which is the third business day after the last day of the Offer Period. In the event that the bank transfer cannot be completed for any reason, the Tender Offeror reserves the rights to procure the Tender Offer Agent to make a payment for the purchase of shares by cheque. Through the Tender Offer Agent, the Tender Offeror will send the cheque via registered post to the address specified in the Tender Offer Acceptance Form within 15 days after the Settlement Date as stated in Section 3.3.3. For the Offeree’s convenience, the Tender Offeror recommends that the Offeree choose to accept to receive payment by direct transfer to account without any charges.

3.2 The Offeree accepts to receive payment by cheque

3.2.1 Collecting cheque in person

Amendment to the Tender Offer for the Securities of Golden Land Property Development Public Company Limited No.1

The Offeree can collect his or her cheque made in the name of "A/C Payee Only" to the Offeree at the head quarter of Tender Offer Agent from 29 July 2020, onward which is the third business day following the last day of the Offer Period (only business days), during 9.00 a.m. to 4.00 p.m. at the office of the Tender Offer Agent at the following address:

Amendment to the Tender Offer for the Securities of Golden Land Property Development Public Company Limited No.1

3.2.3 The Offeree wishes to receive the cheque via registered post at the address specified in the Tender Offer Acceptance Form

The Offeree can select to receive payment via registered mail at the address stated in the Tender Offer Acceptance Form. However, the Offeree might receive the cheque after the third business day from the last day of the Offer Period or 29 July 2020.

Revision

3. Settlement and Payment Procedures

Amendment to the Tender Offer for the Securities of Golden Land Property Development Public Company Limited No.1

CIMB Thai Bank PCL. The name of the account holder must be the same as that of the Offeree stated in the Tender Offer Acceptance Form. The Offeree must provide either a certified true copy of the first page of the savings deposit passbook or a certified true copy of the current account statement which show the explicit account name and account number.

Through the Tender Offer Agent, the Tender Offeror will make payment to the Offeree’s account by 4:00 p.m. on 29 28 July 2020 (the “Settlement Date”), which is the third second business day after the last day of the Offer Period. In the event that the bank transfer cannot be completed for any reason, the Tender Offeror reserves the rights to procure the Tender Offer Agent to make a payment for the purchase of shares by cheque. Through the Tender Offer Agent, the Tender Offeror will send the cheque via registered post to the address specified in the Tender Offer Acceptance Form within 15 days after the Settlement Date as stated in Section 3.3.3. For the Offeree’s convenience, the Tender Offeror recommends that the Offeree choose to accept to receive payment by direct transfer to account without any charges.

3.2 The Offeree accepts to receive payment by cheque

3.2.1 Collecting cheque in person

The Offeree can collect his or her cheque made in the name of "A/C Payee Only" to the Offeree at the head quarter of Tender Offer Agent from 29 28 July 2020, onward which is the third second business day following the last day of the Offer Period (only business days), during 9.00 a.m. to 4.00 p.m. at the office of the Tender Offer Agent at the following address:

Phatra Securities Public Company Limited 6th Floor, Muang Thai-Phatra Office Tower 1, 252/6 Ratchadapisek Road, Huaykwang, Bangkok 10310

Amendment to the Tender Offer for the Securities of Golden Land Property Development Public Company Limited No.1

Tel: 66 (0) 2165 5555 press 2 and 4 respectively Information inquiry available during 8.00 a.m. – 6.00 p.m. daily

3.2.3 The Offeree wishes to receive the cheque via registered post at the address specified in the Tender Offer Acceptance Form

The Offeree can select to receive payment via registered mail at the address stated in the Tender Offer Acceptance Form. However, the Offeree might receive the cheque after the third second business day from the last day of the Offer Period or 29 28 July 2020.

Amendment to the Tender Offer for the Securities of Golden Land Property Development Public Company Limited No.1

have no right to claim for any interest or damages from the Tender Offer Agent or the Tender Offeror.

5. Part 4; Section 4 Settlement and Payment Procedures

Original

4. Rights of Shareholders who have Expressed their Intention to Tender their Securities

Through the Tender Offer Agent, the Tender Offeror will make payment in accordance with the payment method as selected by the Offeree in the Tender Offer Acceptance Form on the third business day after the last day of the Offer Period, which is 29 July 2020. In case that there occurs any event which results in a change in the Tender Offer Price, as specified in Part 1 Section 8, Conditions for the Amendment of the Tender Offer, the Tender Offeror shall proceed with the followings:

Revision

4. Rights of Shareholders who have Expressed their Intention to Tender their Securities

Amendment to the Tender Offer for the Securities of Golden Land Property Development Public Company Limited No.1

the last day of the Offer Period, which is 29 28 July 2020. In case that there occurs any event which results in a change in the Tender Offer Price, as specified in Part 1 Section 8, Conditions for the Amendment of the Tender Offer, the Tender Offeror shall proceed with the followings:

6. Part 4; Section 7.1 Methods of the offer price determination

Original

7.1 Methods of the offer price determination The Offer Price of THB 8.50 (Eight Point Five Baht) per share is determined by the Tender Offeror, whereas the aforementioned price is a price not lower than the highest price calculated based on the criteria specified under the Notification of the Capital Market Supervisory Board No. TorChor. 12/2554 re: Rules, Conditions and Procedures for the Acquisition of Securities for Business Takeovers (as amended), based on the criteria specified under Section 56 re: the offer price for tender offer for delisting, which specifies that the offer price must not be lower than the highest price calculated from the following 4 criteria:

Revision

7.1 Methods of the offer price determination The Offer Price of THB 8.50 (Eight Point Five Baht) per share is determined by the Tender Offeror, whereas the aforementioned price is a price is not lower than the offer price which was approved by the Extraordinary General Meeting of Shareholders No. 1/2019-20 convened on 20 November 2019 after adjusting for dividend payment approved per the resolution of the 2020 Annual General Meeting of Shareholders No. 27 of the Business, which is calculated to the offer price of THB 8.07 per share, and is a price not lower than the highest price calculated based on the criteria specified under the Notification of the Capital Market Supervisory Board No. TorChor. 12/2554 re: Rules, Conditions and

Amendment to the Tender Offer for the Securities of Golden Land Property Development Public Company Limited No.1

Procedures for the Acquisition of Securities for Business Takeovers (as amended), based on the criteria specified under Section 56 re: the offer price for tender offer for delisting, which specifies that the offer price must not be lower than the highest price calculated from the following 4 criteria:

7. Part 4; Section 7; Sub-section 4.2 b) Adjustment from market value of assets

Original

b) Adjustment from market value of assets As at 31 March 2020, the Business has assets which have comparable market values, including investments in Gold Property Fund (“GOLDPF”) and Golden Ventures Leasehold Real Estate Investment Trust (“GVREIT”), The VWAP of the market values of the investments, beginning on 13 November 2019 and ending on 11 May 2020, are detailed as follows:

Unit: THB million Adjustment from Book value at 31 Comparable market Investment market value of March 2020 value asset Gold Property Fund (“GOLDPF”) 1,577.91 2,915.10 1,337.19 Golden Ventures Leasehold Real Estate Investment Trust (“GVREIT”) 200.30 448.80 248.50 Total 1,778.21 3,363.90 1,585.69 Deduct: Income tax (20%) (317.14) Adjustment from market value of asset 1,268.55 Source: consolidated reviewed financial statements for the six-month period ended 31 March 2020

Revision

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Unit: THB million Adjustment from Book value at 31 Comparable market Investment market value of March 2020 value asset Gold Property Fund (“GOLDPF”) Golden Ventures Leasehold Real Estate Investment Trust (“GVREIT”) 1,577.91 2,915.10 1,337.19 Golden Ventures Leasehold Real Estate Investment Trust (“GVREIT”) Gold Property Fund (“GOLDPF”) 200.30 448.80 248.50 Total 1,778.21 3,363.90 1,585.69 Deduct: Income tax (20%) (317.14) Adjustment from market value of asset 1,268.55 Source: consolidated reviewed financial statements for the six-month period ended 31 March 2020

8. Part 4; Section 7; Sub-section 4.4 Market Comparable Approach

Original

4.4 Market Comparable Approach

The Market Comparable Approach is a valuation method which values the Business’s shares in comparison to trading multiples of SET-traded companies, under the assumption that listed companies which have similar businesses and operating under similar market conditions will have similar trading multiples. The Financial Advisor has selected comparable SET-listed companies operating in the residential and commercial real estate industry sectors which have similar businesses to the Business as follows: a) Residential real estate development of horizontal real estates (excluding companies in the sector which derive more than 50% of their revenues from condominium development). 5 companies were selected, as detailed below:

Amendment to the Tender Offer for the Securities of Golden Land Property Development Public Company Limited No.1

Company name (Ticker) Business Description Pruksa Holding Public Company Operates residential real estate development for sale and hospital business. PSH Limited (“PSH”) derives its main revenue from real estate development for sale, and has the policy to maintain its investments in real estate development for sale in total of no less than 75%. PSH operates (1) residential real estate development including single homes, twin homes, townhouses and condominiums, focusing on all areas of Metropolitan Bangkok and central business districts in Bangkok, dividng its main business into 3 segments including townhouse business group, value business group and premium business group; and (2) investment in hospitals and health centers, with its first investment in a 250-bed tertiary-care hospital expected to begin operations in 2020 AP (Thailand) Public Company Operates residential estate development business including single homes, twin Limited (“AP”) homes, townhomes and condominiums in Metropolitan Bangkok, with each project locating in urban community areas or close to central business districts which are convenient to travel, and focusing on meeting the customers’ needs in each customer segment and location Sansiri Public Company Limited Operating 3 main businesses including (1) real estate development including (“SIRI”) single homes, townhouses, shophouses and condominiums, covering all price levels in order to meet the demands of each customer segments – SIRI’s sale of leasehold right projects includes 2 projects which are Sun Square Silom, a commercial building, and Habito Mall, a community retail mall; (2) real estate management business including advisory service, building management service, education service under Satit Pattana School, hotel business under Escape Sansiri Hotel Collection Hua Hin and Escape Sansiri Hotel Collection Khao Yai; (3) investment business in construction technology, renewable energy and residential technology SC Asset Corporation Public Operating 3 main businesses including (1) residential real estate development Company Limited (“SC”) for sale including single homes, twin homes, townhomes and condominiums, (2) rent and servincing of real estates, including 6 office buildings for rent including Shinnawattra Tower 1, 2 and 3, SC Tower, Computer Center Building and Technical Training Center & Car Park Building; (3) advisory and management business in building management, design, control, maintenance of engineering works, and accounting, procurement, human resources, legal and information technology b) Commercial real estate development mainly operating commercial buildings including offices, retail, hotels and shopping malls, due to the similarity in nature to the Business’s commercial building business. 2 companies were selected, as detailed below:

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c) Company name (Ticker) Business Description Central Pattana Public Company Develop and invest in retail property for rent comprising large-scale shopping Limited (“CPN”) complexes and other related and supportive businesses, such as office buildings, hotels, residential development and food court. In addition, the Company invests in CPN Commercial Growth Leasehold Property Fund (CPNCG) and CPN Retail Growth Leasehold REIT (CPNREIT), and is the property manager and REIT manager. Siam Future Development Public The Company is a shopping center development and management in Thailand Company Limited (“PSH”) with 20 operating projects, such as super regional malls, entertainment centers and lifestyle centers, From the above peer companies, the comparable trading multiples are summarized as follows:

Market value(1) P/E ratio Peer company (THB million) Estimated 2020 Estimated 2021 Residential Development SPALI 29,972.6 6.2x 5.7x PSH 22,979.3 6.2x 5.7x AP 15,289.1 5.4x 4.9x SIRI 9,758.5 7.2x 6.3x SC 9,195.2 8.3x 6.8x Average 6.7x 5.9x Max 8.3x 6.8x Mean 6.2x 5.7x Min 5.4x 4.9x Commercial Development CPN 219,071.5 32.6x 21.0x SF 9,977.4 27.7x 9.0x Average 30.2x 15.0x Max 32.6x 21.0x Mean 30.2x 15.0x Min 27.7x 9.0x Source: Bloomberg as of 29 April 2020 The valuation of shares using the Price-to-Earnings Ratio (“P/E ratio”) is a valuation method by multiplying the maximum, minimum and median P/E ratios on the peers’ estimated 2020 financials weighted by the proportion between the earnings before interests, taxes, depreciation and amortization (EBITDA) of each of the Business’s business (residential development and commercial development) between the projected years of 2020 – 2024, with details as follows:

Amendment to the Tender Offer for the Securities of Golden Land Property Development Public Company Limited No.1

Nature of Business Average EBITDA Proportion during 2020 – 2024 2020E P/E Range 5.4x 8.3x Residential Development 74.5% – (Median: 6.2x) 32.6x 27.7x Commercial Development 25.5% – (Median: 30.2x) 11.7x 13.9x Weighted Average 2020E P/E – (Median: 12.3x) The weighted average P/E multiple of the comparable companies is then applied on the estimated 2020 earnings of the Business which is estimated by the Financial Advisor, based on the assumptions as shown in Part 4.5, with the calculation details as follows:

Unit Value

Estimated earnings of the Business 2020 THB per share 0.60 Estimated P/E 2020 range times 11.7x – 13.9x (Median 12.3x) Valuation range of the Business THB per share 7.00 – 8.27 (7.36) Source: Bloomberg as at 29 April 2020 However, the Financial Advisor considers that this valuation method is subject to limitations, as the aforementioned peer companies are only partially similar to the Business, whereby the business compositions of the peer businesses may affect the P/E ratio of the companies. Additionally, the P/E ratios are calculated based on the the estimated 2020 earnings of the Business only, which does not reflect the long-term potential for profit generation of the Business, the 2019 novel coronavirus disease (COVID-19) which has created high uncertainty to comparable companies which may affect different companies differently and thus leading to high uncertainty in earnings, as well as the peer companies having significantly different debt-to-equity ratios (“D/E ratios”) from the Business which affect their net profit. As such, the P/E ratio valuation method may result in distortion to the Business’s fair value, and the Financial Advisor considers that the method is inappropriate for determining the fair value of common shares of the Business.

Revision

4.4 Market Comparable Approach

Amendment to the Tender Offer for the Securities of Golden Land Property Development Public Company Limited No.1

residential and commercial real estate industry sectors which have similar businesses to the Business as follows: a) Residential real estate development of horizontal real estates (excluding companies in the sector which derive more than 50% of their revenues from condominium development). 5 companies were selected, as detailed below:

Company name (Ticker) Business Description Supalai Public Company Limited Operates residential real estate development including single homes, twin (“SPALI”) homes, townhomes, and condominiums in various locations in Metropolitan Bangkok and other provinces, in order to address market demand and several target customer groups. The company focuses on middle-to-high-income customers. Furthermore, SPALI is a developer of leased office buildings, focusing on business district areas. It also operates as a real estate manager, as well as hotel and resort manager. Pruksa Holding Public Company Operates residential real estate development for sale and hospital business. PSH Limited (“PSH”) derives its main revenue from real estate development for sale, and has the policy to maintain its investments in real estate development for sale in total of no less than 75%. PSH operates (1) residential real estate development including single homes, twin homes, townhouses and condominiums, focusing on all areas of Metropolitan Bangkok and central business districts in Bangkok, dividng its main business into 3 segments including townhouse business group, value business group and premium business group; and (2) investment in hospitals and health centers, with its first investment in a 250-bed tertiary-care hospital expected to begin operations in 2020 AP (Thailand) Public Company Operates residential estate development business including single homes, twin Limited (“AP”) homes, townhomes and condominiums in Metropolitan Bangkok, with each project locating in urban community areas or close to central business districts which are convenient to travel, and focusing on meeting the customers’ needs in each customer segment and location Sansiri Public Company Limited Operating 3 main businesses including (1) real estate development including (“SIRI”) single homes, townhouses, shophouses and condominiums, covering all price levels in order to meet the demands of each customer segments – SIRI’s sale of leasehold right projects includes 2 projects which are Sun Square Silom, a commercial building, and Habito Mall, a community retail mall; (2) real estate management business including advisory service, building management service, education service under Satit Pattana School, hotel business under Escape Sansiri Hotel Collection Hua Hin and Escape Sansiri Hotel Collection Khao Yai; (3) investment business in construction technology, renewable energy and residential technology

Amendment to the Tender Offer for the Securities of Golden Land Property Development Public Company Limited No.1

Company name (Ticker) Business Description SC Asset Corporation Public Operating 3 main businesses including (1) residential real estate development Company Limited (“SC”) for sale including single homes, twin homes, townhomes and condominiums, (2) rent and servincing of real estates, including 6 office buildings for rent including Shinnawattra Tower 1, 2 and 3, SC Tower, Computer Center Building and Technical Training Center & Car Park Building; (3) advisory and management business in building management, design, control, maintenance of engineering works, and accounting, procurement, human resources, legal and information technology b) Commercial real estate development mainly operating commercial buildings including offices, retail, hotels and shopping malls, due to the similarity in nature to the Business’s commercial building business. 2 companies were selected, as detailed below: Company name (Ticker) Business Description Central Pattana Public Company Develop and invest in retail property for rent comprising large-scale shopping Limited (“CPN”) complexes and other related and supportive businesses, such as office buildings, hotels, residential development and food court. In addition, the Company invests in CPN Commercial Growth Leasehold Property Fund (CPNCG) and CPN Retail Growth Leasehold REIT (CPNREIT), and is the property manager and REIT manager. Siam Future Development Public The Company is a shopping center development and management in Thailand Company Limited (“PSH”) with 20 operating projects, such as super regional malls, entertainment centers and lifestyle centers, From the above peer companies, the comparable trading multiples are summarized as follows:

Amendment to the Tender Offer for the Securities of Golden Land Property Development Public Company Limited No.1

Average 30.2x 15.0x Max 32.6x 21.0x Mean 30.2x 15.0x Min 27.7x 9.0x Source: Bloomberg as of 29 April 2020 The valuation of shares using the Price-to-Earnings Ratio (“P/E ratio”) is a valuation method which is the appropriate multiple to apply for the valuation of residential property development business, due to many companies in the residential property development business engaging in joint ventures in certain projects, leading to the operating results of such projects only being accounted for in the share of profit from associate companies item, meaning that such operating results are only accounted for in the companies’ net profit. As such, the Enterprise Value-to-Earnings before Interest, Tax, Depreciation and Amortisation Ratio (“EV/EBITDA Ratio”) cannot be used to value shares of residential property development companies.

Nevertheless, by multiplying the maximum, minimum and median P/E ratios on the peers’ estimated 2020 financials weighted by the proportion between the earnings before interests, taxes, depreciation and amortization (EBITDA) of each of the Business’s business (residential development and commercial development) between the projected years of 2020 – 2024 (For further details, please refer to Part 4, Section 4.5 Discounted Cash Flow Approach), with details as follows:

Unit Value

Amendment to the Tender Offer for the Securities of Golden Land Property Development Public Company Limited No.1

Business does not prepare expense projection separated by business line, the Financial Advisor is not able to allocate the expenses by business line, which is a limitation that results in the Financial Advisor being unable to calculate net profit proportions for use in calculating weighted average multiple. Using the EBITDA proportions to calculate the weighted P/E ratio may result in inaccurate valuation. Additionally, the P/E ratios are calculated based on the the estimated 2020 earnings of the Business only, which does not reflect the long-term potential for profit generation of the Business, the 2019 novel coronavirus disease (COVID-19) which has created high uncertainty to comparable companies which may affect different companies differently and thus leading to high uncertainty in earnings, as well as the peer companies having significantly different debt-to-equity ratios (“D/E ratios”) from the Business which affect their net profit. As such, the P/E ratio valuation method may result in distortion to the Business’s fair value, and the Financial Advisor considers that the method is inappropriate for determining the fair value of common shares of the Business.

9. Part 4; Section 7; Sub-section 4.5 Discounted Cash Flow Approach; Sub-sub-section Key Assumptions to the Projection

Original

Key Assumptions to the Projection Discount Rate The discount rate used in calculating the discounted cash flow is a rate of return at which investors are expected to receive compared to other investments with the same risk profile as the Business. The selection of an appropriate discount rate must consider the fundamental factors of the Business, such as long-term capital structure, cost of debt, tax rate, risk-free rate, and the sensitivity of market return to the Business’s return. The Financial Advisor has calculated the weighted average cost of capital (“WACC”) of the Business with the details as follows: WACC = Ke*(1 – (D / (D + E)) + Kd*(1 - T)*(D / (D + E)) Where: Ke = Cost of equity using the Capital Asset Pricing Model (“CAPM”) Using the following formula = Rf + β*(Risk Premium) Kd = Average cost of debt of the Business which is approximately 3.42% in 2019 T (tax rate) = Corporate income tax rate (Effective Tax Rate) equals to 20.00% D/(D+E) = Ratio of interest-bearing debt divided by the sum of market capitalization and interest-bearing debt Management target is equal to 50.00%

Amendment to the Tender Offer for the Securities of Golden Land Property Development Public Company Limited No.1

Whereas: Rf = Risk-free rate calculated based on 10-year historical return of 10-year Thai government bond as at 13 April 2020, equals to approximately 1.75% Source: ThaiBMA as at 29 April 2020 β (beta) = Co-variance between change in market index to price of share (Levered Beta), which is equal to 1.14x, calculated from taking the levered beta of peer companies adjusted for the capital structure of each company (Unlevered Beta) and adjusting the median of the resulting unlevered beta, which is equal to 0.64x, by the D/E ratio of the Business, which is 50.00%, to calculate the levered beta of the Business Source : Bloomberg as at 29 April 2020 Risk Premium = The difference between (1) the average investment return of the SET based on 1-year historical average of the 15-year compound annual growth rate (“CAGR”) of the SET Total Return Index, which is approximately equal to 10.08% per year, and (2) rate of return on investment in risk-free investment (Rf) which is equal to approximately 1.75%, resulting in risk premium of 8.33% Source : SET and ThaiBMA as at 29 April 2020 Revision

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at 13 April 2020, equals to approximately 1.75% Source: ThaiBMA as at 29 April 2020 β (beta) = Co-variance between change in market index to price of share (Levered Beta), which is equal to 1.14x, calculated from taking the levered beta of peer companies adjusted for the capital structure of each company (Unlevered Beta) and adjusting the median of the resulting unlevered beta, which is equal to 0.64x, by the D/E ratio of the Business, which is 50.00%, to calculate the levered beta of the Business Source : Bloomberg as at 29 April 2020 Risk Premium = The difference between (1) the average investment return of the SET based on 1-year historical average of the 15-year compound annual growth rate (“CAGR”) of the SET Total Return Index, which is approximately equal to 10.08% per year, and (2) rate of return on investment in risk-free investment (Rf) which is equal to approximately 1.75%, resulting in risk premium of 8.33% Source : SET and ThaiBMA as at 29 April 2020

10. Part 4; Section 7; Sub-section 4.5 Discounted Cash Flow Approach; Sub-sub-section Sensitivity Analysis of the Business’s Share Price to Various Key Assumption Changes

Original

Sensitivity Analysis of the Business’s Share Price to Various Key Assumption Changes The Financial Advisor has prepared sensitivity analysis to various key assumption changes which could have material effects on the value of the Business, including appropriate discount rate and terminal growth rate. The discount rate is sensitized over a range of +/- 0.25% and the terminal growth rate is sensitized over a range of +/- 0.25%, with the summary of the valuations as follows:

Terminal growth rate: 0.75% 1.00% 1.25%

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recovery of the economy and industry after the COVID-19 situation,as well as sensitivity analysis of the impact to the Business’s share value due to changes in key assumptions, reflects the fair value range of the Business’s common shares. Nonetheless, the valuation of the fair value of the Business is prepared based on information and assumptions received from the Business, its management and related persons as of 11 May 2020 under the current economic condition and current situation. Any changes to the business plan, policy of the Business or the economic condition or unusual event may cause on significant changes to the current business operations of the Business or changes from projections and assumptions, which may cause significant changes to the projection and may also affect the valuation of the Business.

Revision

Sensitivity Analysis of the Business’s Share Price to Various Key Assumption Changes The Financial Advisor has prepared sensitivity analysis to various key assumption changes which could have material effects on the value of the Business, including appropriate discount rate and terminal growth rate. The discount rate is sensitized over a range of +/- 0.25%, where the range of +/- 0.25% is set based on the current situation where interest and inflation rates are relatively low, and the terminal growth rate is sensitized over a range of +/- 0.25%, with the summary of the valuations as follows:

Terminal growth rate: 0.75% 1.00% 1.25%

Discount rate 7.26% 6.77 6.47 6.78 7.11

Discount rate 7.01% 7.36 7.73 7.03 7.37 7.74

Discount rate 6.76% 7.63 8.00 8.40 7.64 8.01 8.41 Based on the aforementioned method, it is found that the price of the common shares of the Business lies in the range of THB 6.47 – 8.41 per share. The Financial Advisor considers that the value based on the net present value of the DCF is an appropriate method of fair value determination, as the method takes into account the operating performance and capability of the Business from various factors, such as historical performance, future business plan, business and operating structures that are unique to the Business, and impact from the COVID-19 situation and the Business’s plan to manage the current situation. As such, the Financial Advisor, using assumptions and information received from the Business, under economic and industry condition forecast based on current and future circumstances, recovery of the economy and industry after the COVID-19 situation,as well as sensitivity analysis of the

Amendment to the Tender Offer for the Securities of Golden Land Property Development Public Company Limited No.1

impact to the Business’s share value due to changes in key assumptions, reflects the fair value range of the Business’s common shares. Nonetheless, the valuation of the fair value of the Business is prepared based on information and assumptions received from the Business, its management and related persons as of 11 May 2020 under the current economic condition and current situation. Any changes to the business plan, policy of the Business or the economic condition or unusual event may cause on significant changes to the current business operations of the Business or changes from projections and assumptions, which may cause significant changes to the projection and may also affect the valuation of the Business.

(Translation)

No. FPT.CS 011/2020

19 May 2020

Subject: Submission of the Application Form for Tender Offer (Form 247-4) of Golden Land Property Development Public Company Limited for the delisting of the securities from the Stock Exchange of Thailand

Attention: President Stock Exchange of Thailand

Enclosure: Application Form for Tender Offer for all of the securities of Golden Land Property Development Public Company Limited (Form 247-4)

Frasers Property (Thailand) Public Company Limited (the “Company”) would like to inform you that today (19 May 2020) the Company has submitted the tender offer for all the securities of Golden Land Property Development Public Company Limited (“GOLD”) for delisting of the securities from the Stock Exchange of Thailand (the “Stock Exchange”) in accordance with the business plan after the conditional voluntary tender offer as specified in the tender offer document (Form 247-4) dated 4 June 2019, to the Office of the Securities and Exchange Commission, the Stock Exchange and the shareholders of GOLD, the details of which are set out in the Enclosure.

Please be informed accordingly.

Yours faithfully,

(Mr. Sopon Racharaksa) President Frasers Property (Thailand) Public Company Limited

- Translation -

Tender Offer for Securities (Form 247-4)

Golden Land Property Development Public Company Limited

Frasers Property (Thailand) Public Company Limited (The Tender Offeror)

Phatra Securities Public Company Limited (Tender Offer Preparer and Agent) “This English language translation of the Tender Offer has been prepared solely for the convenience of the foreign shareholders of Golden Land Property Development Public Company Limited and should not be relied upon as the definitive and official document of the Tender Offeror. The Thai language version of the Tender Offer is the definitive and official document of the Tender Offeror and shall prevail in all respects in the event of any inconsistency with this English language translation.” Tender Offer for Securities of Golden Land Property Development Public Company Limited Form 247-4

19 May 2020

Subject: Submission of the Tender Offer for the Securities of Golden Land Property Development Public Company Limited

To: Secretary-General, the Office of the Securities and Exchange Commission (the “SEC”) President, the Stock Exchange of Thailand (the “SET”) Directors and Securities Holders of Golden Land Property Development Public Company Limited Enclosed: Tender Offer for the Securities of Golden Land Property Development Public Company Limited (Form 247-4) Following Frasers Property (Thailand) Public Company Limited (the “Company”) conducting a tender offer for all ordinary shares of Golden Land Property Development Public Company Limited (the “Business”) which was completed on 8 August 2019, the Company became the majority shareholder of the Business, currently holding 2,222,623,901 shares or 95.65% of the total issued and paid-up shares of the Business. Presently, the Company, wishes to conduct a tender offer for the purpose of delisting the Business’s securities from the Stock Exchange of Thailand (the “SET”) , in accordance to the business plan after the making of the tender offer as stated in the Tender Offer for Securities of the Business (Form 247-4) dated 4 June 2019, at a tender price of THB 8.50 (Eight Point Five Baht). Therefore, by this Letter, Phatra Securities Public Company Limited, as the Tender Offer Preparer, would like to submit the Tender Offer for Securities of the Business (Form 247-4) along with supporting documents to the Office of the Securities and Exchange of Thailand, the Stock Exchange of Thailand, the Business, the directors and securities holders of the Business to support their consideration on the Tender Offer.

Yours sincerely,

- Mr. Aphinant Klewpatinond - - Mr.Trairak Tengtrirat - Mr. Aphinant Klewpatinond Mr.Trairak Tengtrirat

Director Director

Phatra Securities Public Company Limited

Tender Offer for Securities of Golden Land Property Development Public Company Limited Form 247-4

Table of Contents

Page Part 1 Significant Elements of the Tender Offer Part 1 Page 1 Part 2 Information of The Tender Offeror 1. The Tender Offeror Information Part 2 Page 1 2 The Tender Offer Preparer and the Tender Offer Agent Information Part 2 Page 9 3. Other Advisor Information Part 2 Page 9 4. Relationship between the Tender Offeror and the Business, Major Part 2 Page 9 Shareholders or Directors of the Business 5. Other Information Relevant to the Securities Holders’ Decision Part 2 Page 11 Part 3 Information of the Business 1. Details of the Business Part 3 Page 1 2. Business Plan after the Tender Offer Part 3 Page 6 Part 4 Additional Information of the Tender Offer 1. Tender Offer Acceptance Procedures Part 4 Page 1 2. Procedure for the Purchase of Securities Part 4 Page 8 3. Settlement and Payment Procedures Part 4 Page 8 4. Rights of Securities Holders who have Expressed their Intention to Part 4 Page 11 Tender their Securities 5. Procedures for Withdrawal of Tender Offer Part 4 Page 11 6. Procedures for Returning the Securities in case of Revocation of Part 4 Page 14 the Tender Offer 7. Determination of the Tender Offer Price Part 4 Page 15 8. Acquisition of Shares before Submission of the Tender Offer Part 4 Page 46 9. Liability Disclaimer of the Tender Offer Agent Part 4 Page 46 Part 5 Certification of the Information Part 5 Page 1

Tender Offer for Securities of Golden Land Property Development Public Company Limited Form 247-4

Appendix 1 Tender Offer Acceptance Procedures and Forms Form A-1 Tender Offer Acceptance Procedures Form A-2 Tender Offer Acceptance Form Form A-3 Form for Confirmation of Cost of Tendered Shares (Only for foreign juristic persons not operating a business in Thailand) Form A-4 Power of Attorney for Tender Offer Acceptance Appendix 2 Tender Offer Cancellation Procedures and Forms Form B-1 Tender Offer Cancellation Procedures Form B-2 Tender Offer Cancellation Form Form B-3 Power of Attorney for Tender Offer Cancellation Appendix 3 Tender Offer Acceptance Procedures and Forms for Non-Voting Depositary Receipt (NVDR) Form C-1 Tender Offer Acceptance Procedures for NVDR Form C-2 Tender Offer Acceptance Form for NVDR Form C-3 Confirmation of Securities Cost Form for NVDR Form C-4 Power of Attorney for Tender Offer Acceptance for NVDR Appendix 4 Form D Request Form for Rectifying Securities Holder Records Appendix 5 Form E Securities Transfer to/from Issuer Account with Participant Appendix 6 Summary Details of Apprisal Reports of GOLD’s Land and Buildings Appendix 7 Financial Statements Ending 31 March 2020 of the Offer Tenderor

Tender Offer for Securities of Golden Land Property Development Public Company Limited Form 247-4

Tender Offer for the Securities of Golden Land Property Development Public Company Limited (This Tender Offer, Offer Price, and Offer Period are final offer which will not be amended subject to the conditions specified in Section 8) To Securities Holders of Golden Land Property Development Public Company Limited We, Frasers Property (Thailand) Public Company Limited (“FPT”, the “Company” or the “Tender Offeror” hereby offer to tender all of the securities of Golden Land Property Development Public Company Limited (“GOLD” or the “Business”) in accordance with the following terms and conditions (the “Tender Offer”): Part 1 Significant Elements of the Tender Offer 1. Date of Submission of the Tender Offer 19 May 2020

2. Name of the Tender Offeror Frasers Property (Thailand) Public Company Limited (the “Tender Offeror”)

3. Name of the Tender Offer Preparer Phatra Securities Public Company Limited (“Phatra” or the “Tender Offer Preparer” or the “Tender Offer Agent”)

4. Objectives of the Tender Offer The Tender Offeror will make a tender offer for all the securities of GOLD for the purpose of delisting GOLD’s securities from the Stock Exchange of Thailand (“SET”), in accordance to the business plan after the making of the tender offer as stated in the Tender Offer for Securities of GOLD (Form 247-4) dated 4 June 2019, in which the Tender Offeror stated the intention to make a tender offer for the purpose of delisting the shares of the Business from being listed securities on the SET. Preliminarily, the delisting of GOLD will benefit GOLD as follows:

1. As of the Date of Submission of the Tender Offer, the Tender Offeror is the majority shareholder of the Business, which is under the control of the Tender Offeror, whose intention is to expand its business into integrated real estate developer, covering industrial property, commercial property, residential property, and other related businesses. The Tender Offeror wishes to delist the Business’s securities from the SET in order to increase the efficiency and completeness of its real estate management and development capability in the Business. Regardless, the Business, as a subsidiary of the Tender Offeror, will continue to receive operational support from the Tender

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Offeror and will be able to expand its business further through the co-operation in real estate development and management along with the Tender Offeror in the future. 2. It is not essential for GOLD to raise capital in SET. Should GOLD has any additional funding needs in the furture, GOLD will be able to raise capital through borrowings from financial institutions as well as funding support from the Tender Offeror. 3. Reduce costs and fees related to maintaining listing status in the SET. 4. Reduce the legal and regulatory requirements that GOLD must adhere to as a listed-company 5. As the Tender Offeror has no policy to reduce its shareholding in GOLD, there are risks that GOLD will lack the required qualifications to remain listed in the SET as per the free-float requirement, which could incur penalty fees in accordance to the the Regulations of the Stock Exchange of Thailand Re: Listing of Ordinary Shares or Preferred Shares as Listed Securities, B.E.2558 (2015) (as amended) which states that a SET-listed company must have no less than 150 minority common shareholders and such minority shareholders must not hold shares in total less than 15% of the paid-up capital shares of the listed company. Nonetheless, the request for delisting of GOLD’s securities from the SET has been approved by the Extraordinary General Meeting of Shareholders convened on 20 November 2019, with 2,208,643,962 votes in favor or 95.0478% of the total issued and paid-up shares of GOLD. Furthermore, the SET Board of Governers has approved the delisting of GOLD securities from the SET on 12 December 2019, that GOLD shall procure the Tender Offeror to make a tender offer for the securities of GOLD from its shareholders in accordance with regulations and requirements from the Office of the Securities and Exchange Commission (the “SEC”) , with the maximum tender offer period of 45 business days.

5. Type(s) and Series of the Offered Securities As at the date of the submission of the Tender Offer, the Business has only one type of securities, which is in the form of ordinary shares, with a total of 2,323,720,000 paid-up shares, at the par value of THB 4.75 per share, whereby and 1 ordinary share is entitled to 1 voting right. As at 19 May 2020, the Tender Offeror is the majority shareholder of GOLD, holding in total 2,222,623,901 shares or 95.65% of the total issued and paid-up shares of GOLD. The Tender Offerer shall therefore make a Voluntary Tender Offer for all ordinary shares of GOLD not being held by the Tender Offeror totaling 101, 096,099 shares, equivalent to 4.35% of the total issued and paid-up shares of the Business and representing 4.35% of the total voting rights of GOLD.

6. Offer Price The Offer Price of ordinary shares is THB 8.50 (Eight Point Five Baht) per share (the “Offer Price”). The aforemention price is a price not lower than the highest price calculated based on the criteria specified according to the Notification of the Capital Market Supervisory Board No. TorChor. 12/2554

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re: Rules, Conditions and Procedures for the Acquisition of Securities for Business Takeovers (as amended) (“TorChor. 12/2554”). In addition, the shareholders who accept the Tender Offer (each an “Offeree”) are subject to a brokerage fee of 0.25 percent of the Offer Price and value added tax of 7.00 percent of the brokerage fee. Therefore, the net price to be received by the Offeree will be THB 8.47726250 (Eight Point Four Seven Seven Two Six Two Five Baht) per share. Such Offer Price is:

( 3) the final offer which will not be changed (subject to the conditions specified in Section 8) ( ) not the final offer and the Tender Offeror may change the Offer Price

The Offeree wil receive payment of the sale of securities in Thai Baht with 2 decimal places in Satang unit. In calculation of the Satang unit, if any fraction in the 3rd decimal places is more than or equivalent to THB 0.005, such fraction will be rounded up. If any fraction is less than THB 0.005, such fraction will be rounded down. Pursuant to the Revenue Code of Thailand (unless specifically exempted under the terms of an applicable double tax treaty), in case that the Offeree is a foreign juristic person not operating any business in Thailand and not residing in a country which has a double tax treaty with Thailand, or residing in a country which has a double tax treaty with Thailand but such double tax treaty does not exempt such foreign juristic person from withholding tax on capital gains realized from the sale of securities in Thailand, such Offeree is subject to a deduction of 15 percent withholding tax on the capital gains from the sale of securities, i.e., the difference between the Offer Price and the original cost which the Offeree has paid for the tendered securities. The Offeree must declare the original cost of such tendered securities to the Tender Offer Agent by submitting Form A-3 of Attachment 1 for the ordinary shares, and Form C-3 of Attachment 3 for Non-Voting Depository Receipts (“NVDR”). In the event that any Offeree fails to declare such original cost together with the Form for Confirmation of Cost to the Tender Offer Agent, the Tender Offer Agent will deduct the withholding tax which will be calculated on the basis of the Offer Price multiplied by the total number of securities of the Business or of NVDR intended to sell by the Offeree. Note: An Offeree who is a Thai juristic person will be responsible to withhold 1.50 percent of the brokerage fee and must issue a Withholding Tax Certificate to the Tender Offer Agent.

7. Offer Period The Offer Period will be a total of 45 business days, from 20 May 2020 to 23 July 2020 (the “Offer Period”), for every business day, during the office hours of the Tender Offer Agent, from 9:00 a.m. to 4:00 p.m. Such Offer Period is:

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( 9 ) the final period which will not be extended (subject to the conditions specified in Section 8) ( ) not the final period and the Tender Offeror may extend the period. In addition, if there is any announcement of additional public holidays during the Offer Period, the Tender Offeror will extend the Offer Period until the Offer Period is comprised of 45 business days. 8. Conditions of Change in the Tender Offer ( ) No condition ( 9) Conditions of change in the Tender Offer are as follows: ( 9) The Tender Offeror may reduce the Offer Price or extend the Offer Period in the case of occurrence of any event or action during the Offer Period, causing material damage to the status or assets of the Business. ( 9) The Tender Offeror may change the offer or extend the Offer Period to compete with another offeror who has submitted a Tender Offer for shares of the Business during the Offer Period. 9. Conditions for Cancellation of the Tender Offer The Tender Offeror may cancel the Tender Offer upon the occurrence of one or more of the following events:

9.1 any event or act occurring after the submission of the Tender Offer to the Office of the Securities and Exchange Commission (the “SEC”) but within the Offer Period, which causes or may cause material damage to the status or the assets of the Business, where such event or action has not resulted from the act of the Tender Offeror or any act for which the Tender Offeror is responsible; or 9.2 any event occurring which results in the cancellation of the request for delisting of GOLD’s securities from the SET

10. The Offer Period that the Securities Holders can Revoke their Intention to Sell The Offeree is able to revoke its intention to sell shares at the office of the Tender Offer Agent from 20 May 2020 to 17 June 2020 on every business day of the Tender Offer Agent during the hours of 9:00 a.m. to 4:00 p.m., totaling 20 business days. The Offeree must follow the Tender Offer Cancellation Procedures as specified in Attachment 2 (Form B-1). In addition, if there is any announcement of additional public holidays during the aforementioned cancellation period, the Tender Offeror will extend the Offer period that the securities holders can revoke their intention to sell the shares of the Business until the cancellation period is comprised of 20

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business days in compliance with Rules, Conditons and Procedures for the Acquisition of Securities for Business Takevoers.

11. Allocation of Shares if the Tendered Shares are more or less than the Offered Shares (Applicable Only to the Case of Partial Tender Offer Pursuant to Chapter 5 of the Notification of Capital Market Supervisory Board No. TorChor. 12/2554) - Not applicable -

13. Tender Offer Agent Information Name Phatra Securities Public Company Limited th Address 6 Floor, Muang Thai Phatra Office Tower 1, 252/6 Ratchadapisek Road, Huaykwang Subdistrict, Huaykwang District, Bangkok 10310 Telephone No. 66 (0) 2165 5555 press 2, then press 4 respectively Information inquiry available every business day from 8.00 a.m. – 6.00 p.m.

Part 1 Page 5

Tender Offer for Securities of Golden Land Property Development Public Company Limited Form 247-4

Part 2 Information of the Tender Offeror 1. The Tender Offeror Information 1.1 General Information

Name Frasers Property (Thailand) Public Company Limited (“FPT” or the “Company” or the “Tender Offeror”) Address No.944 Mitrtown Office Tower, 22nd – 23rd Floor, Rama 4 Road, Wang Mai Sub-district, Pathum Wan District, Bangkok Telephone No. (66) 2078 1999 Facsimile No. (66) 2078 1970 Website www.frasersproperty.co.th Company Registration No. 0107544000051

1.2 Business Information and Other Information

(1) Nature of business operation Frasers Property (Thailand) Public Company Limited (“FPT” or the “Company” or the “Tender Offeror”), previously known as Ticon Industrial Connection Public Company Limited, was established in 1990 and is currently a listed company. Presently, its major shareholders include Frasers Assets Company Limited holding 43.53% of total issued and paid-up shares and Frasers Property Holdings (Thailand) Company Limited holding 37.39% of total issued and paid-up shares. FPT expands from a provider of industrial property development and management. Under the changing real estate environment, FPT has revolved from the Brick-and-mortar to integrated real estate provider aim to create added value and ensure the best experience for the customers. The Company foresees the broader opportunities to fulfill and cater to the modern-day needs of customers by means of establishing its vision to be an integrated real estate provider, covering industrial property, commercial property, residential property, and other relevant types of real estate, which would support the Company’s business and enhance the competitive advantage of the Company. The Company has invested in other relevant businesses, i.e., data centre business, smart solution business, and township. Nevertheless, these new businesss are currently under development and have not significantly generated revenue for the Company. Furthermore, the Company makes an investment in Frasers Property Thailand Industrial Freehold & Leasehold REIT (FTREIT).

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The strategic direction of the Company focuses on the sustainable development and expansion of its business by means of adopting a customer-centric approach to create service excellence which caters to the modern day needs of different organizations and customers. The Company has established its vision to be the leading integrated real estate service provider in Thailand and other ASEAN countries, with the strong business base derived from the combination of knowledge and expertise in developing and managing a wide range of asset groups with the support from major shareholders under various multi-national real estate brands under the group of Frasers Property Limited ( “Frasers Property group”), all of which enhances its potential for business expansion both in breadth and depth, and expands its capacity with state-of-the-art technology and innovation in line with the current industry outlook. Moreover, GOLD is considered an experienced residential and commercial real estate developer with experienced management team and a company under Frasers Property. GOLD also has future growth plans that aligned with the aforementioned Company’s vision in becoming the integrated real estate service provider. The delisting tender offer of GOLD’s securities from the SET will result in the Company earning the following benefits:

(a) To increase the flexibility and efficiency of the cooperation between the Company and GOLD in order to enhance the capability to be the leader in providing Integrated Real Estate platform services which includes industrial, residential and commercial real estate development businesses;

(b) To improve the effectiveness of business operations, business management and capital management from the economies of scale in the future.

(c) To provide clarity for investors and analysts in choosing to invest in the Company. While GOLD does not have any necessity to raise capital through the capital market, if the necessity should arise in the future, GOLD shall have the capability to raise capital through borrowing from financial institution and additional financial support from the Tender Offeror; (d) Reduce the legal and regulatory requirements that GOLD must adhere to as a listed company. For more information on the nature of business operation and investment of FPT please visit www.frasersproperty.co.th

st (2) Registered capital and paid-up capital as of 31 March 2020 Registered Capital THB 3,226,820,759 being the ordinary shares of 3,226,820,759 shares with par value of THB 1 per share Paid-up Capital THB 2,016,762,975 being the ordinary shares of

Part 2 Page 2 Tender Offer for Securities of Golden Land Property Development Public Company Limited Form 247-4

2,016,762,975 shares with par value of THB 1 per share

(3) Shareholding Structure

th The top 10 shareholders of the Tender Offeror as at 25 December 2019, which is the latest book closing date, are as follows: Percentage of Number of No. Name of Shareholders total issued shares shares 43.53 1 Frasers Assets Co., Ltd. 877,853,278 37.39 2 Frasers Property Holdings (Thailand) Co., Ltd. 754,139,900 4.98 3 DBS BANK LTD 100,436,100 4 UOB KAY HIAN (HONG KONG) LIMITED - Client Account 71,500,000 3.55 5 UBS AG SINGAPORE BRANCH 32,635,100 1.62 6 Mr. Jatupon Kriangchaikijkul 20,000,000 0.99 7 City Villa Co., Ltd. 20,000,000 0.99 8 CLSA Limited 13,500,000 0.67 9 Mr. Voraphan Thepbanchaporn 7,415,500 0.37 10 Southeast Life Insurance Public Company Limited 6,660,900 0.33 11 Others 112,622,197 5.58 Total 2,016,762,975 100.00 Source: Latest book closing information received from the Tender Offeror’s company registrar

Part 2 Page 3 Tender Offer for Securities of Golden Land Property Development Public Company Limited Form 247-4

Shareholding Chart of FPT

FPT’s shareholding information as at 25th December 2019 from Frasers Property Limited and Thai Beverage Public Company Limited’s 2019 annual reports and Ministry of Commerce Note : (1) Mr. Charoen Sirivadhanabhakdi and Khunying Wanna Sirivadhanabhakdi holds 51% indirect interest in TCC Assets (Thailand) Co. Ltd. through Siriwana Company Limited (“Siriwana”). Mr. Charoen Sirivadhanabhakdi and Khunying Wanna Sirivadhanabhakdi jointly holds 51% direct interest in Siriwana and 100% direct interest in Shiny Treasure Holdings Limited (“Shiny Treasure”), which in turn holds 49% direct interest in Siriwana. Conclusively, Siriwana holds 51% direct interest in TCC Assets (Thailand) Co. Ltd. (2) Mr. Charoen Sirivadhanabhakdi and Khunying Wanna Sirivadhanabhakdi holds direcly and indirectly 100% in TCC Asset International Limited (3) Mr. Charoen Sirivadhanabhakdi and Khunying Wanna Sirivadhanabhakdi holds 45.27% indirect interest in Thai Beverage Public Company Limited (“ThaiBev”) through Siriwana and holds indirect interest in ThaiBev through MM Group Limited. Mr. Charoen Sirivadhanabhakdi and Khunying Wanna Sirivadhanabhakdi holds 100% direct interest in MM Group Limited, which in turn holds 100% direct interest in Maxtop Management Corp., Risen Mark Enterprise Ltd. and Golden Capital (Singapore) Limited. Maxtop Management Corp. holds 17.23% direct interest in ThaiBev, Risen Mark Enterprise Ltd. holds 3.32% direct interest in ThaiBev and Golden Capital (Singapore) Limited holds 0.06% direct interest in ThaiBev.

(4) Names of the Board of Directors

th The Tender Offeror’s Board of Directors as of 13 May 2020 is as follows:

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No. Name of Director Position(s) Chairman of the Board, Independent Director, Member of the Audit Committee, Chairman of the Compensation 1 Mr. Chainoi Puankosoom Committee and Chairman of the Corporate Governance Committee Independent Director, Member of the Audit Committee, 2 Mr. Chatchaval Jiaravanon Chairman of the Nomination Committee and Member of the Compensation Committee Independent Director, Chairman of the Audit Committee, Associate Professor Member of the Corporate Governance Committee 3 Tithiphan Chuerboonchai Member of the Risk Management Committee and Member of the Nomination Committee Director, Member of the Executive Committee, Member 4 Mr. Uten Lohachitpitaks of the Risk Management Committee and Member of the Corporate Governance Committee Director, Chairman of the Risk Management Committee 5 Mr. Chotiphat Bijananda and Member of the Nomination Committee Director, Chairman of the Executive Committee, Member Mr. Panote 6 of the Compensation Committee and Member of the Risk Sirivadhanabhakdi Management Committee 7 Mr. Chali Sophonpanich Director 8 Mr. Chai Vinichbutr Director and Member of the Executive Committee 9 Mr. Sithichai Chaikriangkrai Director

(5) Names of the Executives

th The Tender Offeror’s executives as of 13 May 2020 are as follows: No. Name of Executive Position 1 Mr. Sopon Racharaksa President 2 Dr. Somsak Chaiyaporn General Manager Mr. Supparat Sivapetchranat Chief Digital Officer 3 Singhara Na Ayutthaya 4 Mr. Harry Yan Khek Wee Executive Vice President, Investment Property Senior Vice President Finance & Accounting ,Chief 5 Ms. Rojana Asavavichienjinda Financial Officer (acting) 6 Ms. Kamonkarn Kongkathong Executive Vice President Strategy & Investment President

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(6) Summary of the Financial Position and Performance of the Tender Offeror The summary of financial position and performance of the Tender Offeror for the nine-month period ended 30th September 2018, the fiscal year ended 30th September 2019, and the six- month period ended 31st March 2020 are as follows:

For the nine-month For the six-period th period ended 30 For the year ended ended 31st March th September 2018 30 September 2019 2020 (1) (Restated) Operating Results (THB million) Rental and related service revenue 1,913 2,702 1,387 Revenue from hotel business 415 566 257 Revenue from golf course operation 20 32 16 Investment income 69 187 39 Revenue from rendering of services 56 56 - Revenue from sales of real estate 10,282 15,515 7,103 Management fee income 334 541 317 Reversal of provision against future - 66 - support Gain on sales of investment properties 609 1,710 30 Gain from sales of investment in - 10 0 subsidiary Gain from sales of investment in - - 384 associate Other income 108 160 140 Total revenue 13,806 21,545 9,673 Total expenses 11,358 17,082 8,327 Shares of profit from investments in associates and shares of profit (loss) 157 (279) 56 from investments in joint ventures Income tax expenses (461) (700) (243) Profit for the year / period 2,144 3,484 1,159 Profit attributable to owners of the 657 1,791 1,121 Company Profit attributable to former shareholder 1,174 1,314 -

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For the nine-month For the six-period th period ended 30 For the year ended ended 31st March th September 2018 30 September 2019 2020 (1) (Restated) before business restructuring Basic earnings per share (in Baht) 0.36 0.96 0.56 attributable to owners of the Company (2) Net profit margin (%) 13.27% 14.41% 11.59% Financial Position (THB million) 30th September 2018 30th September 2019 31st March 2020 Total assets 82,650 92,390 100,875 Total liabilities 41,253 64,519 72,948 Registered capital 2,751 2,935 3,227 Issued and paid-up share capital 1,834 2,017 2,017 Company shareholders’ equity 25,366 27,184 27,399 Former shareholder before business 12,921 - - restructuring Book value per share 13.83 13.48 13.59 Par value per share 1.00 1.00 1.00

(3) ( ) Return on total assets (%) 3.95% 3.55% 2.32% (3) ( ) Return on equity (%) 7.36 8.97% 8.22% Total Liabilities to equity (times) 1.00 2.31 2.66 Source: Audited and/or reviewed financial statements of the Tender Offeror. Shareholders may view additional details of the Tender Offeror’s financial positions and operating results from its Form 56-1 and audited or reviewed financial statements from its auditor from the website of the SEC (www.sec.or.th) or the Stock Exchange of Thailand (www.set.or.th) Remark: The Tender Offeror has changed the accounting period, which was from 1 January to 31 December every year, to the new period starting from 1 October to 30 September of the following year, starting from the accounting period ending 30 September 2018 onwards. Therefore, the financial statements for the accounting period ending 30 September 2018 are prepared in accordance with the ending date of the new accounting period for the first time, which is applicable to the financial statements for the period starting from 1 January 2018 to 30 September 2018. (1) Restated as consolidated financial statements with the Business (2) The net profit of the shareholders’ equity of the Company and former shareholder before business restructuring divided by total revenue (3) Annualized (7) Material Encumbrances The Company and its subsidiaries have the following material encumberances as at 31st March 2020 as shown in the consolidated financial statement for the fiscal year ending 31st March 2020:

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Land Lease Agreements The subsidiary entered to land lease agreements. The term of the agreements are 30 years with the rental rate of Baht 7.77 million per annum for the first year. The rental fee will be increased as stated in the agreements The Company group entered into land various lease agreement in order to real estate projects under development, investment properties for industrial and investment properties for commercial. The terms of the agreements are generally between 27 years to 34 years which will end in 2049. The Company group have to comply with the rules and conditions stated in the agreements. At 31 March 2020, GOLD and GOLD’s subsidiaries for land lease total THB 1,951 million. Office Equipment Lease Agreement As 31 March 2020, the Company group has various office equipment lease agreement for periods of 1-5 years. Under the term of agreements, the Company group has committed to pay a monthly fixed rental fee as stated in the agreement. The agreements will be expired in various months up to December 2022. Management Agreements The Business has entered into an agreement for management of commercial projects for a period of 3 years ending 31 October 2021. This company will provide management service for commercial projects and GOLD has to pay service fee as specified in the agreements. The Business’s subsidiary has entered into an agreement for management of two commercial projects for a period of 3 years ending 31 July 2022 and 28 February 2023, with an option to extend for another period of 3 years. This company will provide management service for commercial projects and GOLD’s subsidiary has to pay service fee as stated in the agreements. Contractor Agreement The subsidiary entered into a contractor agreement with a company for the construction of warehouse totalling Baht 1,032.98 million. Service Agreement The subsidiary entered into a service agreement with a company to receive the consulting service for the construction of standard warehouses for rent. The subsidiary agreed to pay a service fee totalling Baht 40 million for the period of 10 years as stated in the agreement.

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(8) Information relating to criminal records

-None- (9) Pending legal disputes As at 31st March 2020, the Company is not involved in any ongoing material litigation. However; as the Business is a subsidiary of the Company, material litigations which the Business is involved in as disclosed in the consolidated financial statements of the Company are as follows:

(a) As at 31st March 2020, the Business has provisioned for legal liabilities arising from litigation regarding a past real estate development project, in total of THB 78.94 million (b) As at 31st March 2020, the Business and several of its subsidiaries have provisioned for other legal liabilities in total of THB 6.06 million

2. The Tender Offer Preparers and the Tender Offer Agent Information Name Phatra Securities Public Company Limited Address 6th, 8th -11th Floor, Muang Thai Phatra Office Tower 1, 252/6 Ratchadapisek Road, Huaykwang Subdistrict, Huaykwang District, Bangkok 10310 Telephone No, 66 (0) 2165 5555 press 2, then press 4 respectively Facsimile No. 66 (0) 2693-2627

3. Other Advisors Information

Name Weerawong, Chinnavat & Partners Ltd. Role Legal Advisor Address 540 Mercury Tower 22nd Floor, Ploenchit Road, Lumpini Subdistrict, Pathumwan District, Bangkok 10330 Telephone No. 66 (0) 2264 8000 Facsimile No. 66 (0) 2657 2222

4. Relationship between the Tender Offeror and the Business, Major Shareholders or Directors of the Business 4.1 Summary of agreements / contracts / memorandums of understanding, made by the Tender Offeror or the related persons prior to submission of the Tender Offer for the purpose of material sale and purchase of securities of the Business, regardless of whether such agreements / contracts / memorandums of understanding are made for the sale and purchase of securities in the Tender Offer.

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The Tender Offeror has not entered into any agreements, contracts or memorandums of understanding with the Business, its major shareholders or directors regarding the tender offer or any trading in the Business’s shares, with the exception of the notice to the Business to make a tender offer for the entire securities of the Business for the purpose of the delisting of the Business from the SET as legally required, the details of which has been previously disclosued via the SET. 4.2 Shareholding, whether direct or indirect, by the Tender Offeror or the authorized representative person to perform any act which binds the Tender Offeror in the Business or with major shareholders of the Business 4.2.1 Shareholding of the Tender Offeror or Authorized Persons of the Tender Offeror in the Business As at 19th May 2020, the Tender Offeror is the majority shareholder in the Business, holding common shares of the Business in total of 2,222,623,901 shares or 95.65% of the issued and paid-up capital of the Businesss. However; no authorized persons of the Tender Offeror holds any shares in the business

4.2.2 Shareholding by the major shareholders of the Business -None- 4.3 Shareholding, whether direct or indirect, by the Business, major shareholders or directors of the Business in the Tender Offeror 4.3.1 Shareholding by the Business in the Tender Offeror -None- 4.3.2 Shareholding by the major shareholder of the Business in the Tender Offeror -None- 4.3.3 Shareholding by the director of the Business in the Tender Offeror -None- 4.4 Other Relationships:

1) Joint Directorship

Part 2 Page 10 Tender Offer for Securities of Golden Land Property Development Public Company Limited Form 247-4

Director Position in FPT Position in GOLD Director, Chairman of the Risk Director Mr. Chotiphat Management Committee and Bijananda Member of the Nomination Committee Director, Chairman of the Vice Chairman of the Board, Executive Committee, Member of Chairman of the Executive Mr. Panote the Compensation Committee and Committee and Member of the Sirivadhanabhakdi Member of the Risk Management Compensation and Nominating Committee Committee Mr. Sithichai Director and Member of the Director Chaikriangkrai Executive Committee

2) Related party transactions Prior to the Tender Offer, the Tender Offeror, its subsidiaries or associate companies have conducted business transactions with the Business or its subsidiaries in the normal course of business and at standard trading conditions. The transactions can be summarized as follows:

Transaction Amount (THB million) For the nine- For the year Nature of transaction For the year ended month period ended ended 31st December 31st December 30th September 30th September 2016 2017 2018 2019 Staff accommodation - - 0.03 -

3) Joint business operations or joint investments

- None - 4) Others - None – 5. Other Information Relevant to the Security Holders’ Decision-Making 5.1 Securities in the Business held by the Tender Offeror prior to the Tender Offer 5.1.1 Ordinary Shares

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Percentage Percentage Class of Number of compared with compared with Name shares shares the total number the total voting of issued shares rights Ordinary I. The Tender Offeror 2,222, 623,901 95.65 95.65 Shares II. Persons in the same group of - - - - the Tender Offeror III. Related parties under Section 258 of the persons under I and II IV. Other agreements resulting in an additional acquisition of - - - - shares by the persons under I to III Total 2,222, 623,901 95.65 95.65

5.1.2 Convertible Securities

- None - 5.2 Sources of funds used by the Tender Offeror for the Tender Offer In the event that all shareholders express their intention to sell all of their shares of the Business pursuant to the Tender Offer, the maximum required funding for the Tender Offer shall be in total of approximately THB 859.32 million. . The source of funds is derived from the Company’s retained cash. The Tender Offer Preparer has considered the information on the source of funds of the Tender Offeror to be used for this Tender Offer for all securities of the Business and opined that the Tender Offeror has a sufficient source of funds to carry out this Tender Offer. 5.3 Plan to sell the shares of the Business The Tender Offeror has no plan to either sell or transfer any significant amount of shares acquired from this Tender Offer to any person within 12 months from the end of the Offer Period, unless in the case of any business restructuring, organization restructuring, shareholding restructuring of the Business or the associate companies of the Business, as appropriate for its business operation in order to improve efficiency and competitiveness.

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Part 3 Information of the Business 1. Details of the Business 1.1 General Information Name Golden Land Property Development Public Company Limited Address Mirttown Office Tower on 20th Floor at 944 Mirttown Office Tower Rama 4 Road, Wang Mai, Pathumwan, Bangkok Telephone No. (66) 2764 6200 Facsimile No (66) 2620 6222 Website www.goldenland.co.th Company Registration No. 0107537002273

1.2 General Business Information According to the information from the Annual Report for the year 2019 of GOLD, GOLD engages in the business of real estate development. The business of GOLD comprises two major businesses, namely (1) residential project development business, and (2) commercial building development business, the details of which are as follows:

1. Residential Project Development Business: GOLD engages in the land and house allocation business which develops horizontal residential projects under a variety of brands and categories, including single homes, semi-detached homes, and townhomes. The development tasks comprise infrastructure work within each project and for all product pricing, for the purpose of responding to the customers’ needs from different groups. In this regard, as at 31 March 2020, GOLD has a total of 61 residential projects which have been operated.

2. Commercial Building Development Business: For commercial building development business, GOLD has a policy which emphasizes the generation of long-term rental fees and service fees, whereby GOLD aims to develop and improve management efficiency and quality to be able to better respond to its customers’ needs. GOLD also promotes activities in order to increase the rental fee rate and enable it to acknowledge the increased revenue continually. At present, GOLD is involved in the commercial building development projects which include the following types of businesses: (a) Hotels and serviced apartments: Modena by Fraser Bangkok, The Ascott Sathorn and Mayfair Marriott Executive Apartment; (b) Office buildings: Goldenland Building and FYI Center;

Part 3 Page 1 Tender Offer for Securities of Golden Land Property Development Public Company Limited Form 247-4

(c) Mixed-use building under construction: SAMYAN MITRTOWN; and (d) Office building management business: Sathorn Square Office Tower and Park Venture Ecoplex. The following diagram sets out GOLD’sstructure of group companies as at 31st March 2020.

st Source: Information of the Business taken from Notes to the Financial Statements as at 31 March 2020 1.3 Summary of Financial Position and Operational Performance of the Business

For the year ended For the six-month period ended 30th September 30th September 31st March 31st March 2018 (Restated) 2019 2019 2020 ผลการดาเนินงาน (ล้านบาท) Revenue from sales of real 14,041 15,515 8,152 7,103 estate Revenue from rental and 933 954 473 498 services Revenue from hotel business 551 566 297 258 Total revenues 15,760 17,389 9,121 8,009 Total expenses 13,163 14,601 7,777 6,971 Profits for the year 2,101 2,180 1,113 713

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For the year ended For the six-month period ended 30th September 30th September 31st March 31st March 2018 (Restated) 2019 2019 2020 Profits attributable to owners of 2,110 2,190 1,117 718 the Company Basic earnings per share (THB) 0.908 0.942 0.481 0.309 Gross profit margin - sales of 32.21% 32.62% 30.27% 30.67% real estate business (%) Gross profit margin - rental and 44.38% 43.81% 43.43% 45.12% services business (%) Gross profit margin - hotel 28.79% 30.91% 33.10% 28.33% business (%) Net profit margin (%) 13.33% 12.54% 12.25% 8.97% 30th September 30th September 31st March 31st March Financial Position (THB million) 2018 2019 2019 2020 Total assets 39,202 47,198 43,960 52,953 Total liabilities 23,312 30,207 28,026 36,365 Registered capital 11,038 11,038 11,038 11,038 Issued and paid-up share 11,038 11,038 11,038 11,038 capital Shareholders’ Equity 16,188 17,299 16,236 16,902 Book value per share 6.97 7.44 6.99 7.27 Par value per share 4.75 4.75 4.75 4.75 Return on total assets (%)(2) 6.0% 5.1% 5.4%(1) 2.9%(1) Return on shareholders’ equity 13.7% 13.1% 13.8%(1) 8.4%(1) of the Company (%)(3) Total liabilities to shareholders’ 1.47 1.78 1.65 2.19 equity (times)

Source: Audited and/or reviewed financial statements of the Business. Shareholders may view additional details of the Business’s financial positions and operating results from its Form 56-1 and audited or reviewed financial statements from its auditor from the website of the SEC (www.sec.or.th) or the Stock Exchange of Thailand (www.set.or.th) Remarks: (1) Annualized (2) The rate of return on total assets was calculated from the net profit divided by average total assets (3) The rate of return on shareholders’ equity of the Company was calculated from the net profit divided by average shareholders’ equity in the Company.

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1.4 Shareholding Structure of the Business 1.4.1 Shareholders list prior to the Tender Offer 1) List of the top shareholders as of 24th January 2020 which is the latest book closing date

No. Name Number of shares Percentage of the total issued shares 1. Frasers Property (Thailand) Public Company Limited 2,222,623,901 95.65 3. Others 101,096,099 4.35 Total 2,323,720,000 100.00 Source: The Stock Exchange of Thailand (www.set.or.th) 1.4.2 Potential shareholding structure after making the Tender Offer List of shareholders, in the case where all shareholders of the Business have shown their intention to sell all of their shares in this Tender Offer. Percentage Percentage compared with compared with the Name Number of shares the total total voting issued shares of rights in the the Business Business Frasers Property (Thailand) Public Company 2,323,720,000 100.00 100.00 Limited Total 2,323,720,000 100.00 100.00

1.5 The Board of Directors

1.5.1 The list of the Board of Directors of the Business as of 13th May 2020

No. Name Position

1. Mr. Wanchai Sarathulthat Chairman of the Board, Independent Director, Member of the Audit Committee, Chairman of Corporate Governance Committee, Chairman of Compensation and Nominating Committee 2. Mr. Panote Sirivadhanabhakdi Vice Chairman of the Board, Chairman of the Board of Executive Committee, Member of the Compensation and Nominating Committee

Part 3 Page 4 Tender Offer for Securities of Golden Land Property Development Public Company Limited Form 247-4

No. Name Position

3. Mr. Chotiphat Bijananda Director

4. Mr. Sithichai Chaikriangkrai Director, Member of the Executive Committee

5. Mr. Udom Puasakul Independent Director, Chairman of the Audit Committee

6. Mr. Thanapol Sirithanachai President, Director, Member of the Executive Committee

Source: Information of the Business from he Stock Exchange of Thailand (www.set.or.th) 1.5.2 The Potential list of the Board of Directors following the Tender Offer Upon the completion of the Tender Offer, and the Business no longer being a listed company in the SET, the Business may longer have any independent director or audit committee members. Furthermore, the Tender Offeror may change the composition of the Business’s Board of Directors as appropriate, taking into account various factors for the benefits of the Business. Any change in the composition of the Board of Directors shall be in compliance with relevant laws and regulations, including the article of association of the Business, the meeting of the Board of Directors of the Business, and/or the meeting of the shareholders of the Business, depending on the situation. 1.6 Highest and Lowest Share Price of the Business in Each Quarter during the last 3 years Highest and Lowest Price (THB per share) Year Period Highest price Lowest price 2017 Jan – Mar 8.45 6.45 Apr – Jun 8.40 6.80 Jul – Sep 9.85 7.10 Oct – Dec 10.00 8.00 2018 Jan – Mar 10.60 8.10 Apr – Jun 11.50 8.80 Jul – Sep 11.40 9.80 Oct – Dec 10.50 6.80 2019 Jan – Mar 8.50 6.60 Apr – Jun 8.50 8.30 Jul – Sep 8.60 8.05 Oct – Dec 8.50 8.35 2020 Jan – Mar 8.45 7.30 Source: SETSMART

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2. Business Plan after the making of the Tender Offer

2.1 The status of the Business The Tender Offeror wishes to delist the shares of the Business from the SET. Subsequent to the SET’s delisting of the Business’s securities, the status of the Business as a listed company in the SET shall cease. However; the Business shall continue to operate its business and will maintain its status as a public limited company. In any case, should there be any changes to the laws related to the conversion of the Business’s status and shoud the Business qualify for the conditions to proceed as required by law, the Tender Offeror may consider proceeding should it be appropriateness and the in accordance to all the relevant laws. Nonetheless, as the Business will maintain its status as a public limited company, it is still required to make disclosures and deliveries of information according to the Public Company Act B.E. 2535 (as amended), but the obligations for disclosures as a listed company in the SET, including obligations under the Rules, Conditions and Procedures Governing the Disclosure of Information and Other Acts of a Listed Company will cease. In addition, as the Business has shareholders who are not the Tender Offeror, including their concert parties and their persons under Section 258, holding less than 5.00% of the total voting rights of the Business, this results in (1) the cessation of the Business’s obligation to prepare and deliver financial statements to the SEC in accordance to the Notification of the Capital Market Supervisory Board TorChor. 44/2556 re: the Rules, Conditions and Procedures for Disclosure regarding Financial and Non-financial Information of Securities Issuers (2) the Business as well as the directors and executives of the Business no longer being under the requirements related to the governance of a listed company in accordance to Section 3/1 of The Securities and Exchange Act B.E. 2535 (as amended) such as requirements on entering into Connected Transaction, Major Transactions, and Reporting of Equity Holdings of Directors and Executives, and (3) the cessation of requirements for the directors, exectives and auditor of the Business to prepare and disclose reports of their securities holdings in accordance to the Notification of the Office of the Securities and Exchange Commission No. Sor Jor. 38/2561 Re: Preparation of Report on Changes to the Securities and Derivatives Holding of Director, Executive, Auditor, Plan Preparer and Plan Administrator, etc.

2.2 Policies and plans of business operations 2.2.1 Business Objectives After the Business’s status as a lised company in the SET has ended, the Tender Offeror has no plan to make any material changes to the objectives in the operation of the Business.

2.3 Business Operation and Expansion Plans

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The Tender Offeror will support the growth of the Business according to the normal business plans of the Business which have previously been disclosed to the public. However; the Tender Offeror is in the process of studying the operation of the Business as a whole and after this tender offer and the Business’s status as a listed company in the SET has ended, the Tender Offeror may revise the expansion plans of the Business as appropriate to the market condition. Nevertheless, the Tender Offeror has the vision to become a leader in the development and management of the integrated real estate, in order to cover industrial, commercial and residential real estate, and other related real estates which would support the Company’s business. Thus, if the Tender Offeror foresees the business opportunity from the Business’s cooperation according to the Tender Offeror’s business plans, the Tender Offeror may propose such co-investment opportunites to the Business. In such cases, the business expansion plan of the Business may need to be reviewed and revised as appropriate, for its ultimate benefit, which may include the following: - More efficient and adaptive management of the organization through the opportunities to reduce costs through increased negotiation positions such as for procurements of some pruducts, such as construction materials, operation software systems and office costs. Furthermore, benefit from knowledge-sharing in best practice organization management standards and strengthening the business ecosystem, which includes business associates, suppliers, and various public and private agencies and organization.

- Increase project development capability including costs of design, procurement, engineering, construction structure and services by more efficient usage of the organisation’s resources. - Increase marketing potential through expanding coverage of products and services where, at present, the Tender Offeror’s major client base consists of Business-to-business (B2B) clients and the Business’s major client base is Business-to-customer (B2C) clients. The Tender Offeror has a business plan to build upon the relationships with both types of clients by providing greater service coverage. The above management plans for business growth and joint business operations with the Tender Offeror are initial concepts by the Tender Offeror which are under study and consideration, with finer details to be developed in cooperation with the Business after the completion of the Tender Offer.

2.4 Plans on changing corporate structure, management and recruitment After the Tender Offer and the Business’s status as a listed company in the SET has ended, the Tender Offeror may change the composition of the Business’s Board of Directors as appropriate, such as in the case that the Business has to appoint additional or new directors or replace the directors who resign or have completed their term of office, taking into account various factors for the benefits of the Business, such as operating plans, strategic approach, competitive potential, and future growth. Furthermore,

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there may be plans to increase or decrease number of executives and/or appointment of personnel with knowledge, ability and experience in the operation of the Business into the appropriate positons or departments in order to strengthen the management capability of the Business in the future. In any case, any changes will be considered by the Tender Offeror as necessary and appropriate, Any change in the composition of the Board of Directors shall be in compliance with relevant laws and regulations, including the article of association of the Business, the meeting of the Board of Directors of the Business, and/or the meeting of the shareholders of the Business.

2.5 Plans on disposal of existing core assets After the Tender Offer and the Business’s status as a listed company in the SET has ended, the Tender Offeror may dispose some key assets of the Business or its subsidiaries, including sale of assets of the Business to a Real Estate Investment Trust as well as the disposal of the assets to the Tender Offeror or related companies of its group according to the restructuring plan and the Tender Offeror’s strategic plans.

2.6 Plans on changing financial structure After the Tender Offer and the Business’s status as a listed company in the SET has ended, the Tender Offeror may make changes to the financial structure of the Business, as a consequence of the business management plans, business expansion plans or plans on disposal of assets of the Business as mentioned above. Furthermore, the Tender Offeror will cooperate with the Business to consider the revision and improvement of financial structure, which may include capital increase and fundraising via debt financing as appropriate for the overall business operation to enhance competitive advantage in the future.

2.7 Plans on changing dividend payment policy The current dividend payment policy of the Business is at least greater than or equal to 50% of the Company’s net profit after deducting tax and other reserves of the consolidated financial statement. Such payment is subject to the Company’s investment plans and other appropriate relevant plans in the future. Nevertheless, the Tender Offeror may amend the aforementioned dividend policy as appropriate for the operation and the financial position of the business, or to enhance competitive advantage in the future.

2.8 Related Party Transactions Currently, the Business has set out policies and procedures regarding approval of related party transactions in compliance with the rules and regulations stipulated by the SET and the SEC to prevent any conflict of interests on a related party transaction between the Business, its subsidiaries, associate companies, related companies and/or any persons who may have potential conflict.

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After the Tender Offer and the Business’s status as a lised company in the SET has ended, if there is any related party transactions in the future, the Business is no longer required to adhere by the rules of the SET and SEC, and such related party transactions shall be made in consideration with the necessity, appropriateness and for the benefits of the Tender Offeror and the Business.

Part 3 Page 9

Tender Offer for Securities of Golden Land Property Development Public Company Limited Form 247-4

Part 4

Additional Details of the Tender Offer

1. Tender Offer Acceptance Procedures The securities holders who purpose to accept the Tender Offer whether in whole or in part, the Offeree shall comply with the following procedures; the Tender Offeror and/or through the Tender Offer Agent reserves the right to refuse the Offeree’s Tender Offer Acceptance Form which is not completed in accordance with the procedures described in Part 4 and Attachments 1 and 3, attached herewith: 1.1 Complete and sign, accurately and clearly, the “Tender Offer Acceptance Form of the Ordinary Shares of Golden Land Property Development Public Company Limited” (the “Tender Offer Acceptance Form”) enclosed in Attachment 1 Form A-2 for ordinary shares or Attachment 3 Form C-2 for NVDRs, as the case may be, with the signature of the Offeree.

1.2 Enclose the following documents for the sale of shares; 1.2.1 In Case of Share Certificates (Scrip)

The share certificate must be endorsed with the signature of the Offeree in the column headed “signature of the transferor” on the back of each share certificate and enclosed 2 copies of the duly signed documents to identify the Offeree mentioned in Section 1.2.3. The endorsement by the Offeree’s signature for the share certificate must be the same as the signature stated on all documents of the Offeree. As the share certificates submitted along with the Tender Offer Acceptance Form must be verified by the Thailand Securities Depository Co., Ltd (the “TSD”) first, in order for the Offeree to sell the shares within the Offer Period, the Offeree should submit the Tender Offer Acceptance Form along with the enclosed documents as mentioned in Section 1.2.3 within 21st July 2020 or at least two business days prior to the last day of the Offer Period to provide sufficient time for the Tender Offer Agent to verify and deposit the share certificate with the TSD who is the security registrar. If the share certificates are rejected from TSD, the Tender Offeror and/or through the Tender Offer Agent reserves the right to refuse the Offeree’s Tender Offer Acceptance Form. The Tender Offer Agent will notify the Offeree to return the share certificate.

In the event that the title, first name or last name of the shareholder stated on the share certificate is different from those stated in the identification card, or in the case of the juristic entity’s name in company affidavit issued by the Ministry of Commerce (in case of Thai juristic entities) or Certificate of Commercial Registration (in case of Foreign juristic entities), the Offeree has to complete the “Request Form for Rectifying

Part 4 Page 1 Tender Offer for Securities of Golden Land Property Development Public Company Limited Form 247-4

Items in the Security Holder Record” prescribed by TSD ("TSD-301"), enclosed in Attachment 4 Form D, together with the certified true copy of the official documents supporting the rectifying items such as marriage certificate, divorce certificate, or notification of change of name, as the case may be. The rectified name must be the same as that stated in the identification card, civil servant identification, state enterprise employee card, company affidavit or certificate of commercial registration of the Offeree, as the case shall apply.

In case of lifelong identification card, civil servant identification card or state enterprise employee identification card, a certified true copy of household registration is required. The name and address shown on such household registration must be the same as on lifelong identification card.

In case that the Offeree is an executor of a will, the Offeree must submit a copy of a court order appointing the Offeree as the executor, which must be issued not more than one year prior to the submission date of the Tender Offer Acceptance Form, a copy of death certificate, A certified true copy of the identification card and house registration of the executor and share certificates endorsed by signature of the executor on the back.

In case that the Offeree is a minor, such Offeree’s parents must submit share certificates endorsed by signature of the parents on the back, and a certified true copy of identification card of the parents as well as the household registration of the parents and the minor endorsed by signature of the parents and the minor.

In case that the Offeree lost his/her share certificates, the Offeree must contact TSD and request for an issuance of new share certificate, in order to tender the Offeree’s shares to the Tender Offer Agent. As the process of issuing new shares may take up to 2 weeks, the Offeree should contact TSD at least 2 weeks before the end of the Offer Period. Remark: In case of the share certificate, the acceptance of Tender Offer will be completed when the share certificate has been verified by and deposited with the TSD. If the share certificates are rejected by the TSD, the Tender Offeror and/or through the Tender Offer Agent reserves the right to refuse the Offeree’s Tender Offer Acceptance Form and the Tender Offer Agent will notify the Offeree to collect his or her share certificates back. 1.2.2 In Case of Shares Deposited with TSD (Scripless form)

The Offeree must contact the securities company which the Offeree has the brokerage account and deposit the shares with and submit one set of the duly signed documents

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mentioned in Section 1.2.3 to transfer tendered scripless shares into the following account of the Tender Offer Agent: For Thai shareholders Account name “บริษัทหลักทรัพย์ ภัทร จํากัด (มหาชน) เพื�อคําเสนอซื�อ” Account number 006-000 000 015-7

For foreign shareholders and NVDR holders Account name “PHATRA SECURITIES PUBLIC COMPANY LIMITED FOR TENDER” Account number 006-000 000 015-7

The Offeree shall send the Tender Offer Acceptance Form with one set of related documents as stated under in Section 1.2.3 to the securities company that the Offeree has the brokerage account with where such security brokers will then collect and submit the signed Tender Offer Acceptance Form of the Offeree to the Tender Offer Agent.

In case of shares deposited with TSD, under the Issuer Account no. 600, the Offeree must complete and sign, accurately and clearly, and submit the form “Securities transfer to/from issuer account with participant” (“TSD-403”) enclosed in Attachment 5 Form E, together with one set of identification documents of securities holder, according to the type of person indicating in page 2 of TSD-403, in addition to the Tender Offer Acceptance Form with one set of related documents as stated under in Section 1.2.3 in order to transfer tendered scripless shares into the following account of the Tender Offer Agent as follows: For Thai shareholders Account name “บริษัทหลักทรัพย์ ภัทร จํากัด (มหาชน) เพื�อคําเสนอซื�อ” Account number 006-000 000 015-7

For foreign shareholders and NVDR holders Account name “PHATRA SECURITIES PUBLIC COMPANY LIMITED FOR TENDER” Account number 006-000 000 015-7

The Offeree shall send the Tender Offer Acceptance Form with one set of related documents as stated under in Section 1.2.3 and TSD-403 with one set of related documents to be submitted for securities transfer to/from the issuer account with participant, indicating in page 2 of TSD-403, to the Tender Offer Agent.

The Tender Offer Agent shall send TSD-403 with its supporting documents to TSD for verification and the Offeree’s securities transfer from the issuer account to the account of

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Tender Offer Agent. In order for the Offeree to sell the shares within the Offer Period, the Offeree, whose shares are deposited in the issuer account no. 600, shall submit the Tender Offer Acceptance Form along with TSD-403 and their enclosed documents within 21st July 2020 or at least two business days prior to the last day of the Offer Period to provide sufficient time for the Tender Offer Agent to cooperate for the securities transfer with the TSD. If TSD-403 is rejected from TSD, the Tender Offeror and/or through the Tender Offer Agent reserves the right to refuse the Offeree’s Tender Offer Acceptance Form For an NVDR, there will be a process of converting an NVDR to a scripless ordinary share and the Tender Offer Agent cannot accept the tendered NVDR if the tendered NVDR is not converted to a scripless ordinary share within the Offer Period. Thus, in order that the Offeree can sell the shares within the Offer Period, the Offeree should submit the Tender Offer Acceptance Form and one set of its related documents as stated in Section 1.2.3 within 21st July 2020 or at least two business days prior to the last date of the Offer Period to provide the Tender Offer Agent with sufficient time for conversion of an NVDR to a scripless ordinary share.

1.2.3 The Offeree shall enclose the following documents for the identification of the Offeree

z Thai Individual

A certified true copy of valid identification card, civil servant identification card or state enterprise employee identification card that shows 13-digit identification number and not expired. Copy of all documents must be clear, and legible. The signature used must be the same as the signature stated on all documents related to the Tender Offer.

In the event that the Offeree is a minor, the parents must submit an approval form, and a certified true copy of identification card of the parents and the minor as well as the household registration of the parents and the minor endorsed by a signature of the parents and the minor as certified true copy.

In the event that the Offeree is an executor of a will, an Offeree must submit a copy of a court order appointing the Offeree as the executor issued not more than one year prior to the submission date of the Tender Offer Acceptance Form, a copy of death certificate, a certified true copy of the identification card and house registration of the executor with signature as certified true copy

z Foreign Individual

A certified true copy of his/her valid Alien Certificate or passport and not expired. The signature stated on copy of passport must be the same as the signature stated on all

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documents related to the Tender Offer. A copy of all documents must be clear, and legible.

z Thai Juristic Person

A copy of company affidavit issued by the Ministry of Commerce (“MOC”) for no longer than 6 months prior to the last day of the Offer Period certified by authorized signatory(ies) and affixed with company seal (if any); and

A certified true copy of valid identification card, civil servant identification card or state enterprise employee identification card of the authorized signatory(ies) that shows 13-digit identification number. In case the authorized signatory(ies) is a foreigner, a certified true copy of his/her alien certificate or passport is required. Copy of all documents must be clear and legible. The signature used must be the same as the signature stated on all documents related to the Tender Offer as certified true copy. Note: A Thai juristic Offeree must deduct withholding tax in the amount of 1.50 percent of brokerage fee and supply a withholding tax certificate to the Tender Offer Agent.

z Foreign Juristic Person

A certified true copy of the certificate of incorporation and corporate affidavit issued by the officer of the juristic person or the governmental authority of the country in which the juristic person is located, which certifies name of juristic person, authorized person(s), location of headquarters and power or conditions of signing authorization, issued not more than 6 months prior to the last day of the Offer Period. The documents must be certified by authorized signatory(ies), and affixed with company seal (if any), of the juristic person; and

A certified true copy of identification card, civil servant identification card or state enterprise employee identification card of the authorized signatory(ies) that shows 13- digit identification number and not expired. In case the authorized signatory(ies) is a foreigner, a certified true copy of his/her valid alien certificate or valid and unexpired passport is required. All said documents must be notarized by the Notary Public officer and then authenticated by an official of the Thai Embassy or the Thai Consulate in the country of issuance or certification thereof all of which must be issued for no longer than 6 months prior to the last day of the Offer Period. In addition, copy of all documents must be clear, and legible. The signature used must be the same as the signature stated on all documents related to the Tender Offer.

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z A foreign juristic person not operating any business in Thailand and residing in a country which does not have a double tax treaty with Thailand or has a double tax treaty with Thailand but such treaty does not exempt withholding tax on capital gains from the sale of shares in Thailand Offeree must be declare Cost of Tendered Securities in the Form for Confirmation of in Attachment 1 Form A-3 for ordinary shares and in Attachment 3 Form C-3 for NVDR for 15.00 percent withholding tax on capital gains on sale of securities which the difference between the Offer Price and the price at which the Offeree originally acquired the tendered shares. In the event that any Offeree fails to declare the aforementioned information, the Tender Offer Agent will determine the amount of withholding tax calculated by multiplying the Offer Price by the total number of shares or NVDR of the Business such Offeree expresses intention to sell and will deduct the withholding tax accordingly.

1.2.4 Where the Offeree is represented by an authorized representative, the required documents shall also include the power of attorney appointing the authorized representative as stated in Attachment 1 Form A-4 for ordinary shares and Attachment 3 Form C-4 for NVDR, affixed with stamp duty of THB 10 or THB 30, as the case may be, together with a certified true copy of each of the documents set out in Section 1.2.3 of the Offeree and the authorized representative.

1.2.5 Other documents which the Tender Offer Agent may require

1.2.6 If the Offeree has any questions regarding the acceptance of the Tender Offer, please contact: Phatra Securities Public Company Limited 6th Floor, Muang Thai-Phatra Office Tower 1, 252/6 Ratchadapisek Road, Huaykwang, Bangkok 10310 Tel: 66 (0) 2165 5555 press 2 and 4 respectively Information inquiry available during 8.00 a.m. – 6.00 p.m. daily

1.3 Submission of the Tender Offer Acceptance Form

1.3.1 Share Certificate (Scrip) As the share certificates submitted along with the Tender Offer Acceptance Form must be verified by TSD first, in order that the Offeree can sell the shares within the Offer Period, the Offeree should submit the completed Tender Offer Acceptance Form together with endorsed share certificates and two sets of supporting documents as stated in Section 1.2 on business days from 20 May 2020 to 23 July 2020, during 9.00 a.m. to 4.00 p.m. at the office of the

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Tender Offer Agent. However, the Offeree should submit the completed Tender Offer Acceptance Form together and supporting documents within 21 July 2020 or at least two business days prior to the last date of the Offer Period at the following address: Phatra Securities Public Company Limited 6th Floor, Muang Thai-Phatra Office Tower 1, 252/6 Ratchadapisek Road, Huaykwang, Bangkok 10310 Tel: 66 (0) 2165 5555 press 2 and 4 respectively Information inquiry available during 8.00 a.m. – 6.00 p.m. daily In addition, the Tender Offer Agent will not accept any documents submitted by post. 1.3.2 In Case of Shares Deposited with TSD (Scripless form)

In the case of shares deposited with TSD (Scripless form) through the securities company; such company is the Offeree’s broker where the Offeree has opened the trading account. Such securities company will then collect and submit the signed Tender Offer Acceptance Form of the Offeree. The Offeree can send the signed Tender Offer Acceptance Form with the set of related documents to the securities company within the period of time specified by the securities company. The securities company will then gathers and deliver the Tender Offer Accecptance Form to the Tender Offer Agent within the Offer Period.

1.3.3 In Case of Shares Deposited with TSD under the Issuer Account No. 600

The Offeree can submit the Tender Offer Acceptance Form with one set of related documents as stated under in Section 1.2.3 and TSD-403 together with one set of supporting documents for the securities transfer to/from the issuer account with participant form as indicated in page 2 of TSD-403, to the Tender Offer Agent.

The Tender Offer Agent will send TSD-403 with its supporting documents to TSD for verification and transfer the Offeree’s securities from the issuer account to the account of Tender Offer Agent. In order for the Offeree to sell the shares within the Offer Period, the Offeree, whose shares is deposited in the issuer account no. 600, shall submit the Tender Offer Acceptance Form along with TSD-403 and their supporting documents within 21 July 2020 or at least two business days prior to the last day of the Offer Period to provide sufficient time for the Tender Offer Agent to verify and process the securities transfer with the TSD who is the security registrar. If TSD-403 is rejected from TSD, the Tender Offeror and/or through the Tender Offer Agent reserves the right to refuse the Tender Offer Acceptance Form of the Offeree.

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1.3.4 In case of NVDR The Offeree shall follow the submission procedures for Tender Offer Acceptance Form enclosed in Attachment 3 Form C-1 for NVDRs as there is a process of converting an NVDR to a scripless ordinary share and the Tender Offer Agent cannot accept the tendered NVDR, if the tendered NVDR is not converted to a scripless ordinary share within the Offer Period, in order that the Offeree can sell the shares within the Offer Period, the Offeree should submit the Tender Offer Acceptance Form together with supporting documents to the securities company that the Offeree has a brokerage account with within 21 July 2020 or at least two business days prior to the last date of the Offer Period to provide sufficient time for conversion of an NVDR to scripless ordinary share.

1.4 In case that the Offeree has the share or NVDR which intended to tender is under pledge or encumbrance, the Offeree has to procure the release or discharge of the pledge and encumbrance before submission of the Tender Offer Acceptance Form as stated in sections 1.1 to 1.3.

1.5 Tender Offeror and/or through Tender Offer Agent reserves the right to amend the details of the acceptance procedure as specified herein as appropriate in case of any problems, obstacles, and restrictions, to facilitate the completion of the Tender Offer.

2. Procedures for the Purchase of Securities

The Tender Offeror will purchase all ordinary shares submitted to the Tender Offer Agent in accordance with the procedures described in Part 4 except when the Tender Offeror cancels the Tender Offer under conditions provided in Part 1 Section 9 Conditions for Cancellation of Tender Offer, or the Offeree cancels his or her intention of selling as specified in Part 4 Section 5 Conditions for Cancellation of the Intention to Tender Securities. 3. Settlement and Payment Procedures

3.1 The Offeree accepts to receive payment via Automatic Funds Transfer Service (ATS)

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3.2 The Offeree accepts to receive payment by cheque Should the Offeree chose to accept payment by cheque, the Tender Offeror will make payment through the Tender Offer Agent to the Offeree by a cheque. A clearing process may take approximately 7-15 days if the Offeree deposits such cheque in an account in different clearing areas other than Bangkok (depend on each bank’s procedure). The Offeree can select one of the three methods of cheque payment, as follows:

3.2.1 Collecting cheque in person The Offeree can collect his or her cheque made in the name of "A/C Payee Only" to the Offeree at the head quarter of Tender Offer Agent from 29 July 2020, onward which is the third business day following the last day of the Offer Period (only business days), during 9.00 a.m. to 4.00 p.m. at the office of the Tender Offer Agent at the following address:

Part 4 Page 9 Tender Offer for Securities of Golden Land Property Development Public Company Limited Form 247-4

3.2.3 The Offeree wishes to receive the cheque via registered post at the address specified in the Tender Offer Acceptance Form

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4. Rights of Shareholders who have Expressed their Intention to Tender their Securities

5. Procedures for the Withdrawal of Tender Offer

5.1 The last day for the withdrawal is the twentieth business days of the Offer Period which falls on 17 June 2020 during the hours of 9.00 a.m. to 4.00 p.m.

5.2 Methods to cancel the tendered shares

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5.2.1 Complete and sign the “Tender Offer Cancellation Form of the Ordinary Shares of Golden Land Property Development Public Company Limited” (“Tender Offer Cancellation Form”) as enclosed in Attachment 2 Form B-2, accurately and clearly, with the signature of the person who expresses the Intention to withdraw the Tender Offer; and

5.2.2 Enclose the following documents; 1) Evidence of receipt of share certificate issued by the Tender Offer Agent or shares transfer certificate through TSD or NVDR issued by the Offeree’s broker and Tender Offer Acceptance Form

2) Where the Offeree is a:

z Thai Individual A certified true copy of valid Identification Card, Civil Servant Identification Card or State Enterprise Employee Card that shows 13-digit identification number and not expired. Copy of all documents must be clear, and legible. The signature used must be the same as the signature stated on all documents related to the tender offer cancellation.

z Foreign Individual A certified true copy of his/her valid Alien Certificate or passport and not expired. A copy of all documents must be clear, and legible. The signature stated on copy of Passport or Alien Certificate must be the same as the signature stated on all documents related to the tender offer cancellation.

z Thai Juristic Person

A certified true copy of the affidavit issued by the MOC not more than 6 months prior to the last day of the Offer Period, certified by authorized signatory(ies), and affixed with company seal (if any), of the juristic person; and

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z Foreign Juristic Person

A certified true copy of the certificate of incorporation and corporate affidavit issued by the officer of the juristic person or the governmental authority of the country in which the juristic person is located, which certifying the name of juristic person, authorized person(s), location of head office and power or conditions of signing authorization, as well as issued, no more than 6 months prior to the last day of the Offer Period. The documents must be certified by authorized signatory(ies), and affixed with company seal (if any), of the juristic person; and

A certified true copy of valid Identification Card, Civil Servant Identification Card or State Enterprise Employee Card of the authorized signatory(ies) that shows 13-digit identification number. In case the authorized signatory(ies) is a foreigner, a certified true copy of his/her valid Alien Certificate or valid and unexpired passport is required. All said documents must be certified by the Notary Public officer and then authenticated by an official of the Thai Embassy or the Thai Consulate, in the country of issuance or certification thereof, all of which is issued not more than 6 months prior to the last day of the Offer Period and the signature in such document must match with the signature in the Tender Offer document and relevant documents. Where the Offeree is represented by an authorized representative, the documents required are the power of attorney appointing the authorized representative as per Attachment 2 Form B-3, affixed with THB 10 stamp duty and a certified true copy of each of the documents of the grantor and the attorney as set out in Section 5.2.2. Copy of all documents must be clear and legible. The signature used must be the same as the signature stated on all documents related to the Tender Offer.

3) In case the Offeree has deposited the shares with TSD under the Issuer Account No. 600, once submit the Tender Offer Cancellation From, the Offeree shall complete, sign, accurately and clearly, and submit the form “Securities transfer to/from issuer account with participant” (“TSD-403”) enclosed in Attachment 5 Form E, together with one set of identification documents of securities holder, according to the type of person as indicated in page 2 of TSD-403, in order for the Tender Offer Agent to proceed the shares transfer with TSD.

5.2.3 Submit the completed Tender Offer Cancellation Form together with the required documents specified in Section 5.2 at the office of the Tender Offer Agent as specified in Section 1.3.1. The Tender Offer Agent shall not accept the Tender Offer Cancellation Form sent by post.

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5.2.4 After the Tender Offer Agent received and verified the Tender Offer Cancellation Form and the required documents submitted within the cancellation period, through the Tender Offer Agent, the Tender Offeror will proceed as follows:

z In the event that the Offeree’s share is in share certificate form: through the Tender Offer Agent, the Tender Offeror will return the share certificate to the Offeree expressing intention to cancel the tendered shares or its authorized representative on the following business day after the date of submission of the Tender Offer Cancellation Form. The Offeree making the cancellation or its authorized representative can collect the share certificates at the office of the Tender Offer Agent.

z In the event of the Offeree’s share is in scripless form, the return will be made through the TSD (To be deposited into the securities company where the Offeree has the account): The Offeree must pay the shares transfer fee of THB 20 per transaction. Through the Tender Offer Agent, the Tender Offeror will transfer the shares through TSD to the Offeree’s securities company account as specified in the Tender Offer Cancellation Form on the following business day after the date that the Offeree or its authorized representative making the cancellation or transferring to the Issuer Account no. 600, in the case that the Offeree deposits its shares with the TSD in the Issuer Account within the business day following the cancellation date. Note: The Offeree making a cancellation shall receive share in the form which such share was tendered (share certificate or scripless share) as specified in the Tender Offer Acceptance Form and such Offeree cannot request for a change in the form of share to be returned.

6. Procedures for returning the Securities in case of Revocation of the Tender Offer

In case of the cancellation of offer as specified in Part 1 Section 9, the Tender Offeror shall inform the SEC and submit the Notification of the Tender Offer Cancellation with the supporting reason to the SET, the Business and all security holders of the Business as appeared in the latest share register book of the Business after the last business day that SEC may protest such cancellation (within 3 business days from the date that SEC is notified of such cancellation). Through the Tender Offer Agent, the Tender Offeror shall proceed as follows;

6.1 Scrip

In case of the Tender Offer Cancellation, through the Tender Offer Agent, the Tender Offeror will return the share certificate to the Offeree. The Offeree shall accept the return of such share certificate at the Tender Offer Agent office provided below on any business day following the cancellation date but not exceeding 60 days following the cancellation date from 9.00 a.m. to 4.00 p.m. The Offeree shall

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proceed with the procedures provided by the Tender Offer Agent provided that the Offeree shall be responsible for any expense incurred in relation with the return of all shares. The issuance process takes at least 14 days.

6.2 Scripless and NVDR Through the Tender Offer Agent, the Tender Offeror shall return the share via the TSD to be further deposited with the securities company which the Offeree specified in the Tender Acceptance Form or with the Issuer Account no. 600 in the case that the Offeree has shares deposited with TSD under the Issuer Account. Note: The return of shares as a certificate or scripless form, shall be in accordance on the type of securities that the Offeree specified in the Tender Offer Acceptance Form. The Offeree is not allowed to change the aforesaid type of securities.

7. Determination of Tender Offer Price 7.1 Methods of the offer price determination The Offer Price of THB 8.50 (Eight Point Five Baht) per share is determined by the Tender Offeror, whereas the aforementioned price is a price not lower than the highest price calculated based on the criteria specified under the Notification of the Capital Market Supervisory Board No. TorChor. 12/2554 re: Rules, Conditions and Procedures for the Acquisition of Securities for Business Takeovers (as amended), based on the criteria specified under Section 56 re: the offer price for tender offer for delisting, which specifies that the offer price must not be lower than the highest price calculated from the following 4 criteria:

1. The highest price that the Tender Offeror, persons under Section 258 of the Tender Offeror, the Tender Offeror’s concert parties, or concert parties of ithe persons under Section 258, obtained the common or preferred shares during the period of 90 days before the submission of the Tender Offer to the SEC; 2. The volume-weighted average market price (“VWAP”) of the Business’s shares of the 5-day period before the Business’s Board of Directors resolved to propose to the Business’s general meeting of shareholders to delist the Business, or the date that the general meeting of shareholders resolved for the delisting of the Business from the SET, whichever is earlier;

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3. The net book value of the Business, calculated from the adjusted book values of the assets and liabilities of the Business; and 4. The fair value of the common or preferred shares of the Business as determined by an independent financial advisor. The determination of the fiar price of the Business’s common shares was performend by Phatra Securities Public Company Limited, which is not a person under Section 258 of the Tender Offeror (the “Financial Advisor”). The prices as determined according to the above criteria of the SEC are summarized as below: Price (Baht per Valuation Criterion share) - n.a. - 1. The highest price that the Tender Offeror, persons under Section of the Tender Offeror, the Tender Offeror’s concert parties, or concert parties of ithe persons under Section , obtained the common or preferred shares during the period of days before the submission of the Tender Offer to the SEC 8 46 2. The volume-weighted average market price (“VWAP”) of the Business’s shares of the . -day period before the Business’s Board of Directors resolved to propose to the Business’s general meeting of shareholders to delist the Business, which starts from 13 September 2019 and ends on 19 September 2019, whereby the date that the Board of Directors resolved to propose to the Business’s general meeting of shareholders to delist the Business is 20 September 2019 Number of Trading Shares Date Price (Baht) Traded (shares) 13 September 2019 981,045 116,100 16 September 2019 1,063,945 125,900 17 September 2019 1,299,485 152,900 18 September 2019 1,849,763 218,732 19 September 2019 708,230 83,801 Total 5,902,468 697,433 5-working day VWAP 8.46 Source: SETSMART

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Price (Baht per Valuation Criterion share) 8 50 3. The net book value of the Business, calculated from the adjusted book values of the . assets and liabilities of the Business, using the values of the Business’s assets and liabilities from its consolidated reviewed financial statements for the six-month period ended 30 June 2020, as follows: Item Unit Value Equity attributable to the owners of the parent before THB million 16, 902.09 adjustment Adjustment (after tax): (1) Adjustment from appraised values of assets THB million 1,569.94 2) Adjustment from market values of assets THB million 1,268.55 Equity attributable to the owners of the parent after adjustment THB million 19,740.58 Million Issued and paid-up common shares 2,323.72 shares THB per Adjusted book value 8.50 share Source: consolidated reviewed financial statements for the six-month period ended 31 March 2020 Note: (1) The difference between the book values of assets as at 31 March 2020 and the market values of the assets according to the appraisal reports prepared by Knight Frank Chartered (Thailand) Co., Ltd., which is a SEC- approved independent appriser, dated 25 April 2020 (2) The difference between the book values of the assets as at 31 March 2020 and the market values of comparable assets, including investment in Gold Property Fund (“GOLDPF”) and Golden Ventures Leasehold Real Estate Investment Trust (“GVREIT”), where the values of the aforementioned investments are calculated based the 120-day VWAP before Business’s Board of Directors resolved to propose to the Business’s general meeting of shareholders to delist the Business, which is the period starting 13 November 2019 and ending 11 May 2020

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Price (Baht per Valuation Criterion share) 4. The fair value of the common or preferred shares of the Business as determined by 6.47 – 8.50 an independent financial advisor, considered from a variety of valuation methods as follows: Value (THB per Valuation method share) 4.1 Book Value Approach 7.27 (Inappropriate) 4.2 Adjusted Book Value Approach 8.50 (Appropriate) 4.3 Historical Market Price Approach 7.86 – 8.27 (Inappropriate) 4.4 Market Comparable Approach 4.4.1 Price to Earnings Ratio (P/E Ratio) 7.02 – 8.29 (Inappropriate) 4.5 Discounted Cash Flow Approach 6.47 – 8.41 Mid-value 7.37 (Appropriate)

Description of Fair Value Determination of the Business For the fair value determination of the common shares of the Business, in accordance to the criteria specified under the Notification of the Capital Market Supervisory Board No. TorChor. 12/2554 Clause 56 (4) the fair value of ordinary or preference shares of the business as appraised by a financial advisor, the details are as follows: 4.1 Book Value Approach The Book Value Approach for determining value of the Business uses the book value of the Business at a certain point in time – in this case, the Financial Advisor uses the book value of the Business based on the latest financial statements of the Business as at 31 March 2020, which is audited by a SEC- approved auditor. The valuation of common shares using this method is done by dividing the total equity attributable to the owners of the parent by the total number of issued and paid-up shares which is 2,323,720,000 shares. The details for the calculation are as follows:

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Item Unit Value Equity attributable to the owners of the parent THB million 16,902.09 Issued and paid-up common shares THB million 2,323.72 Adjusted book value THB per share 7.27 Source: consolidated reviewed financial statements for the six-month period ended 31 March 2020 Based on the aforementioned method, the price per common share of the Business is THB 7.27 per share. However; the aforementioned valuation method is a valuation of the Business’s book value at a certain point in time and does not reflect the market values or present values of the Business’s assets or liabilities, as well as not taking into account its profit-generating abilities or future competitive capabilities. As such, the Book Value Approach is inappropriate for determining the fair value of the Business.

4.2 Adjusted Book Value Approach The Adjusted Book Value Approach is a valuation method where the value obtained from the Book Value Approach in Part 4.1 is adjusted according to the items which are considered to have significant effects on making the book value more accurately reflect the Business’s present or true value, as well as significant items which do not appear on the latest financial statements. The Financial Advisor has considered the latest financial statements as of 31 March 2020 which has been audited by an SEC- approved auditor and has identified the following items which should be adjusted to reflect their present values:

a) Adjustment from appraised values by independent appriser Information from appraisal reports prepared by an SEC-approved independent appriser, Knight Frank Chartered (Thailand) Co., Ltd., dated 25 April 2020, include the following details (please refer to Appendix 7 for additional details) for the following assets of the Business:

1. Commercial building projects and Panorama Golf and Country Club project 2. Vacant lands and lands to be developed 3. Residential projects

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Unit: THB million Book value as at 31 Appraised market Adjustment from Item March 2020 value apprised value 1. Commercial building projects and other projects FYI Center Building - Office building - Modena by Fraser Hotel 3,577.27 5,757.00 2,179.73 Goldend Land Building 54.10 103.00 48.90 Samyan Mitrtown 1,216.36 1,285.02 68.67 The Ascott Bangkok Hotel and Sky Villa 549.08 703.68 154.60 The Ascott Bangkok land 529.16 947.00 417.84 Panorama Golf and Country Club 435.80 501.40 65.60 2. Vacant lands and lands to be developed Land in Nong Thale, Krabi 148.47 188.00 39.53 Golden Heritage 2 (land outside allocated 26.40 25.90 (0.50) area) Ratchaphruek Wongwaen Petchkasem (land 19.78 21. 80 2.02 outside allocated area) Golden Neo Ramintra-Wongwaen (land 15.91 18.30 2.39 outside allocated area) Land at Soi Khu Bon 27, Tha Raeng, Bang 14.84 35.70 20.86 Khen, Bangkok 3. Residential projects Golden Biz BangNa - KingKaew 29.43 43.70 14.27 Golden Prestige Watcharapol-Sukhapiban 135.49 133.70 (1.79) Golden Prestige Ekkachai-Wongwaen 31.98 29.40 (2.58) Golden Biz 2 Bangna - Kingkaew 39.87 50.40 10.53 Golden Town Chaiyaphruek - Wongwaen 124.25 127.90 3.65 Golden Town 3 Suksawat - Puttabucha 236.78 226.90 (9.88) Golden Town Rattanathibet - Sai Ma Station 6.18 5.70 (0.48) Golden Town 2 Pinklao - Charan Sanitwong 193.52 184.40 (9.12) Golden Town Vibhavadi - Chaengwattana 198.04 203.40 5.36 Golden Town Petchkasem 140.50 158.00 17.50 Golden Town Sukhumvit-Bearing Station 189.43 223.00 33.57 Golden Town Rattanathibet - WestGate 361.41 371.10 9.69 Golden Town Chalermprakiat - Suanluang 154.66 188.50 33.84 Golden Town Wongsawang - Khae Rai 131.26 138.80 7.54 Golden Neo Ngamwongwan-Prachachuen 409.76 396.50 (13.26) (Soi Samakkee) Golden Neo Chaiyaphruek - Wongwan 0.00 0.00 0.00

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Unit: THB million Book value as at 31 Appraised market Adjustment from Item March 2020 value apprised value Golden Town Lumluka - Khukot Station 367.40 367.10 (0.30) Golden Neo Charansanitwong 35 1,219.28 1,185.00 (34.28) Two Grande Monaco Bangna - Wongwaen 439.50 568.00 128.50 Golden Town Phuttamonton Sai 3s 195.34 202.00 6.66 Golden Town Tiwanon-Changwattana (Liab 303.26 296.00 (7.26) Klomg Prapa) Golden Town 2 Ngamwongwan-Prachachuen 204.49 213.60 9.11 (Soi Duangmanee 45) Golden Town Ngamwongwan - Khae Rai 447.50 427.70 (19.80) (Tiwanon 45) Golden Neo Chalermprekiat-Suanluang 376.45 367.20 (9.25) Golden Neo Sukhumvit 113 865.70 862.70 (3.00) Golden Town Srinakarin-Sukhumvit 170.78 185.00 14.22 Golden Land Srinakarin (Soi Paolo Hospital) 375.56 385.70 10.14 Golden Land Wongwaen-Eastern (Moo Ban 328.02 290.00 (38.02) Nakkira) Golden Land Liap Wongwaen (Bangkok Land) 440.05 436.20 (3.85) Golden Town Phaholyothin-Saphanmai 711.97 597.70 (114.27) Golden Town Charoenmuang - Superhighway 147.56 163.30 15.74 (Chiangmai)– Golden Town Chiang Mai - Ruam Chok (GT- 500.46 529.60 29.14 CMRC) Golden Avenue Korat 342.39 326.80 (15.59) Golden Avenue Chonburi - Angsila 662.72 647.60 (15.12) Golden Town Sriracha - Assumption 334.44 320.10 (14.34) Golden Town Ayutthaya 306.74 312.90 6.16 Golden Town Pattaya Tai 211.41 216.30 4.89 Golden Town Chachoengsao-BanPoh 343.33 326.50 (16.83) Golden Town Suksawad – Rama 3 1,170.19 1,117.60 (52.59) Golden Town 2 Suksawad – Rama 3 Golden Neo (Suksawad - Rama 3) 377.73 378.70 0.97 The Grand Pinklao - Alpina 1,446.58 1,170.00 (276.58) - De Pine

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Unit: THB million Book value as at 31 Appraised market Adjustment from Item March 2020 value apprised value The Grand Rama 2 - Zeen Scenery - Lake Grandiose 376.99 441.38 64.39 - Bliss - Granddio The Grand Rama 2 - Granddio 2 - De Pine 1,802.00 1,812.40 10.40 - Alpina - Granddio 3 –Rama 2 - Golden Town 2 75.85 83.10 7.25 - Golden Neo 2 Rama 2 – behind The Grand Rama 2 - Golden Town 3 - Golden Town 4 1,316.22 1,278.00 (38.22) - Golden Neo 3 - Golden Neo 4 Golden City 2 Ladphrao-Kasetnawamin 530.07 554.90 24.83 Golden Neo Ladphrao-Kasetnawamin 38.69 41.40 2.71 Golden Town 3 Ladphrao-Kasetnawamin 7.31 7.60 0.29 Golden Neo 2 Ladphrao-Kasetnawamin 51.39 51.50 0.11 Golden Town Bangkae 2.44 5.00 2.56 Wongwaen Bangkae (Golden Neo) 501.86 600.00 98.14 Golden Town 2 Bangkae 433.17 464.90 31.73 Grandio Bangkae 1,036.48 1,021.40 (15.08) Golden Town Ramintra-Wongwaen 419.14 403.60 (15.54) Golden Neo Ramintra-Wongwaen 166.79 77.60 (89.19) Grandio Ramintra Wongwaen 2 934.12 917.80 (16.32) Ramintra Wongwaen- Golden Town 2 655.25 748.00 92.75 - Golden Neo 2 Golden Town Sathorn-Kalpapruek 558.06 557.00 (1.06) Golden Neo Sathorn-Kalpapruek 152.33 189.20 36.87 Golden City Sathorn-Kalpapruek 320.03 326.30 6.27

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Unit: THB million Book value as at 31 Appraised market Adjustment from Item March 2020 value apprised value Sathorn - Golden Neo 2 2,400.96 2,215.30 (185.66) - Golden Town ChomThong-Wutthakat - Golden Town ChomThong-Ekkachai Golden Town 3 Bangna - Suanluang 277.69 244.40 (33.29) The Grand Lux Bangna-Suanluang 660.59 646.20 (14.39) Golden Neo 2 Bangna - Kingkaew 787.90 711.00 (76.90) Banga km.5 - Golden Neo 644.17 607.10 (37.07) - Golden Town Golden Town Petchkasem 81 373.61 368.50 (5.11) Grandio Phaholyothin - Rangsit 391.79 420.30 28.51 Golden Town Rangsit Klong 3 444.92 380.40 (64.52) Golden Town 2 Rangsit Klong 3 309.92 281.70 (28.22) Golden Town 2 Vibhavadi- Rangsit 243.70 180.70 (63.00) Grandio Vibhavadi - Rangsit 779.39 776.10 (3.29) Golden Town Vibhavadi - Rangsit 401.46 441.80 40.34 Golden City Chaengwattana - Tiwanon 370.67 329.80 (40.87) Golden Neo Chaengwattana - Tiwanon 517.43 451.10 (66.33) Golden Town Chaengwattana - Tiwanon 636.55 313.40 (323.15) Golden Town Chiangrai-BigC Airport 267.79 217.30 (50.49) Chjang Rai-Big C Yaek Sanambin - Golden Condo - Golden Town 2 413.27 370.50 (42.77) - Golden Village - Golden Village 2 Rattanathibet - Ratchapruek - Golden Town 1,223.06 1,245.90 22.84 - Granddio - Golden Town 2 Total 41,781.66 43,744.08 1,962.43 Deduct: Income tax (20%) (392.49) Adjustment from appraisal 1,569.94 Source: consolidated reviewed financial statements for the six-month period ended 31 March 2020 and appraisal reports by Knight Frank Chartered (Thailand) Co., Ltd. dated 25 April 2020

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Item Unit Value Equity attributable to the owners of the parent before adjustment THB million 16,902.09 Adjustments (after tax): (a) Adjustment from appraised values THB million 1,569.94 (b) Adjustment from market values of assets THB million 1,268.55 Equity attributable to the owners of the parent after adjustment THB million 19,740.58 Total issued and paid-up shares Million shares 2,323.72 Adjusted book value THB per share 8.50 Source: consolidated reviewed financial statements for the six-month period ended 31 March 2020 and appraisal reports by Knight Frank Chartered (Thailand) Co., Ltd. dated 25 April 2020 Using the aforementioned valation method, the price of the Business per common share is THB 8.50 per share. As the majority of assets are developments of real estate for sale or commercial real estates, the appraisal values of the assets reflect the appropriate valuation methods; taking into account market comparable method, cost method, residual method, and income method; and taking into account the current statuses of each project, meaning that the values are the most updated market values of the projects available. Furthermore, the investments in GOLDPF and GVREIT have comparable market prices as they are SET-listed securities. Thus, the Financial Advisor considers that the Adjusted Book Value method is an appropriate method for valuation

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4.3 Historical Market Price Approach This valuation method is a method based on the VWAP of various periods, taking into account the values and volumes of traded shares of the Business. The Financial Advisor has considered 5 to 180- working-day VWAP starting from 19 August 2019 up to 11 May 2020, with details as follows: Market price (THB Average trading Average trading Historical trading period per share) volume per day VWAP (THB per value per day Working days (thousand share) ( ) Max Min (THB thousand) shares) 5 working days (30 Apr 20 11 May – 7.95 7.85 1,223.76 153.48 7.97 20) 15 working days (16 Apr 20 11 May – 7.95 7.70 1,916.71 241.27 7.94 20) 30 working days (25 Mar 20 11 May – 7.95 7.55 1,299.85 165.29 7.86 20) 60 working days (12 Feb 20 11 May – 8.00 7.55 1,548.79 196.74 7.87 20) 120 working days (13 Nov 20 11 – 8.45 7.55 2,170.70 266.58 8.14 May 20) 120 working days (30 Sep 20 11 – 8.50 7.55 2,566.65 311.55 8.24 May 20) 180 working days (19 Aug 20 11 – 8.50 7.55 2,639.76 319.19 8.27 May 20) From the aforementioned valuation method, the range of value of the Business’s common shares is between THB 7.86 and 8.27 per share. However; despite the aforementioned method assuming that the market prices during such periods reflect the fair prices of the Business being traded in the SET, where the investors should take into account the various fundamental factors of the Business such as future profit-generating ability, growth potential and future competition, as well as the supply and demand for the Business’s common shares; the market prices of the common shares traded during that time could have been affected by various significant events, including (1) the conditional voluntary tender offer between 5 June 2019 and 8 August 2019 which had the offer price of THB 8.50 per share, and (2) on 15 August 2019 (the final date of the first tender offer for the Business), the Tender Offeror held in total 2,195,898,701 shares in the Business or 94.50% of the total issued and paid-up shares of the business, meaning that only 5.50% of free float remained, etc. As such, the market prices during that time may have been influenced to be close or equal to the tender offer prices. Based on the above factors, the Financial Advisor considered that this valuation method is subject to limitations and thus may not reflect the fair value of the Business. Therefore, the Historical Market Price Approach is inappropriate for determining the fair value of the Business’s common shares.

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4.4 Market Comparable Approach The Market Comparable Approach is a valuation method which values the Business’s shares in comparison to trading multiples of SET-traded companies, under the assumption that listed companies which have similar businesses and operating under similar market conditions will have similar trading multiples. The Financial Advisor has selected comparable SET-listed companies operating in the residential and commercial real estate industry sectors which have similar businesses to the Business as follows:

a) Residential real estate development of horizontal real estates (excluding companies in the sector which derive more than 50% of their revenues from condominium development). 5 companies were selected, as detailed below: Company name (Ticker) Business Description Supalai Public Company Limited Operates residential real estate development including single homes, twin (“SPALI”) homes, townhomes, and condominiums in various locations in Metropolitan Bangkok and other provinces, in order to address market demand and several target customer groups. The company focuses on middle-to-high-income customers. Furthermore, SPALI is a developer of leased office buildings, focusing on business district areas. It also operates as a real estate manager, as well as hotel and resort manager. Pruksa Holding Public Company Operates residential real estate development for sale and hospital business. PSH Limited (“PSH”) derives its main revenue from real estate development for sale, and has the policy to maintain its investments in real estate development for sale in total of no less than 75%. PSH operates (1) residential real estate development including single homes, twin homes, townhouses and condominiums, focusing on all areas of Metropolitan Bangkok and central business districts in Bangkok, dividng its main business into 3 segments including townhouse business group, value business group and premium business group; and (2) investment in hospitals and health centers, with its first investment in a 250-bed tertiary-care hospital expected to begin operations in 2020 AP (Thailand) Public Company Operates residential estate development business including single homes, twin Limited (“AP”) homes, townhomes and condominiums in Metropolitan Bangkok, with each project locating in urban community areas or close to central business districts which are convenient to travel, and focusing on meeting the customers’ needs in each customer segment and location

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Company name (Ticker) Business Description Sansiri Public Company Limited Operating 3 main businesses including (1) real estate development including (“SIRI”) single homes, townhouses, shophouses and condominiums, covering all price levels in order to meet the demands of each customer segments – SIRI’s sale of leasehold right projects includes 2 projects which are Sun Square Silom, a commercial building, and Habito Mall, a community retail mall; (2) real estate management business including advisory service, building management service, education service under Satit Pattana School, hotel business under Escape Sansiri Hotel Collection Hua Hin and Escape Sansiri Hotel Collection Khao Yai; (3) investment business in construction technology, renewable energy and residential technology SC Asset Corporation Public Operating 3 main businesses including (1) residential real estate development Company Limited (“SC”) for sale including single homes, twin homes, townhomes and condominiums, (2) rent and servincing of real estates, including 6 office buildings for rent including Shinnawattra Tower 1, 2 and 3, SC Tower, Computer Center Building and Technical Training Center & Car Park Building; (3) advisory and management business in building management, design, control, maintenance of engineering works, and accounting, procurement, human resources, legal and information technology b) Commercial real estate development mainly operating commercial buildings including offices, retail, hotels and shopping malls, due to the similarity in nature to the Business’s commercial building business. 2 companies were selected, as detailed below: Company name (Ticker) Business Description Central Pattana Public Company Develop and invest in retail property for rent comprising large-scale shopping Limited (“CPN”) complexes and other related and supportive businesses, such as office buildings, hotels, residential development and food court. In addition, the Company invests in CPN Commercial Growth Leasehold Property Fund (CPNCG) and CPN Retail Growth Leasehold REIT (CPNREIT), and is the property manager and REIT manager. Siam Future Development Public The Company is a shopping center development and management in Thailand Company Limited (“PSH”) with 20 operating projects, such as super regional malls, entertainment centers and lifestyle centers, From the above peer companies, the comparable trading multiples are summarized as follows:

Market value(1) P/E ratio Peer company (THB million) Estimated 2020 Estimated 2021 Residential Development SPALI 29,972.6 6.2x 5.7x PSH 22,979.3 6.2x 5.7x AP 15,289.1 5.4x 4.9x

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SIRI 9,758.5 7.2x 6.3x SC 9,195.2 8.3x 6.8x Average 6.7x 5.9x Max 8.3x 6.8x Mean 6.2x 5.7x Min 5.4x 4.9x Commercial Development CPN 219,071.5 32.6x 21.0x SF 9,977.4 27.7x 9.0x Average 30.2x 15.0x Max 32.6x 21.0x Mean 30.2x 15.0x Min 27.7x 9.0x Source: Bloomberg as of 29 April 2020 The valuation of shares using the Price-to-Earnings Ratio (“P/E ratio”) is a valuation method by multiplying the maximum, minimum and median P/E ratios on the peers’ estimated 2020 financials weighted by the proportion between the earnings before interests, taxes, depreciation and amortization (EBITDA) of each of the Business’s business (residential development and commercial development) between the projected years of 2020 – 2024, with details as follows:

Nature of Business Average EBITDA Proportion during 2020 – 2024 2020E P/E Range 5.4x – 8.3x Residential Development 74.5% (Median: 6.2x) 32.6x – 27.7x Commercial Development 25.5% (Median: 30.2x) 11.7x – 13.9x Weighted Average 2020E P/E (Median: 12.3x) The weighted average P/E multiple of the comparable companies is then applied on the estimated 2020 earnings of the Business which is estimated by the Financial Advisor, based on the assumptions as shown in Part 4.5, with the calculation details as follows:

Unit Value Estimated earnings of the Business 2020 THB per share 0.60 Estimated P/E 2020 range times 11.7x – 13.9x (Median 12.3x) Valuation range of the Business THB per share 7.00 – 8.27 (7.36) Source: Bloomberg as at 29 April 2020 However, the Financial Advisor considers that this valuation method is subject to limitations, as the aforementioned peer companies are only partially similar to the Business, whereby the business compositions of the peer businesses may affect the P/E ratio of the companies. Additionally, the P/E ratios are calculated based on the the estimated 2020 earnings of the Business only, which does not

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reflect the long-term potential for profit generation of the Business, the 2019 novel coronavirus disease (COVID-19) which has created high uncertainty to comparable companies which may affect different companies differently and thus leading to high uncertainty in earnings, as well as the peer companies having significantly different debt-to-equity ratios (“D/E ratios”) from the Business which affect their net profit. As such, the P/E ratio valuation method may result in distortion to the Business’s fair value, and the Financial Advisor considers that the method is inappropriate for determining the fair value of common shares of the Business.

4.5 Discounted Cash Flow Approach

Valuation using the Discounted Cash Flow (“DCF”) Approach is a valuation method which considers the fundamentals of the Business by calculating the present values of the estimated future cash flows of the Business using an appropriate discount rate. In general, DCF is used in the cases that there are reliable methods to estimate the future cash flows of a company and the risk factors involved can be identified for the calculation of the discount rate, as this method considers the various factors affecting the operation of the Business, such as business plan, growth or changes in customers and/or service revenue rates, costs management, various factors under future industry and business environments, as well as business and operating structures that are unique to the Business, etc., which are assumptions which reflect the strategy and vision of the Business’s management team. Furthermore, the Financial Advisor has taken into account the 2019 novel coronavirus disease (COVID-19) situation which has impacted the economy and the Business’s plans.

Furthermore, the Financial Advisor has prepared a financial projection of the Business under several assumptions based on various sources such as public information, financial statements or financial information, appraisal reports, and information, documents, assumptions and plans received from the Business, as well as interviews with the management and other related persons, for the purpose of determining the fair value of the Business only. As such, after the date of this document, should the economic, political, legal, the 2019 novel coronavirus disease (COVID-19) situation, and other external conditions that have significant effects on the Business’ operations, as well as the Business’s policies and situation of the Business, change materially from the assumptions, there may be material effects on the share price as calculated using this method as well.

The valuation of the common shares of the Business is based on the value of the Business as at 31 March 2020 (the “Valuation Date”), where the key assumptions used by the Financial Advisor can be summarized as follows:

Key Assumptions to the Projection

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Discount Rate The discount rate used in calculating the discounted cash flow is a rate of return at which investors are expected to receive compared to other investments with the same risk profile as the Business. The selection of an appropriate discount rate must consider the fundamental factors of the Business, such as long-term capital structure, cost of debt, tax rate, risk-free rate, and the sensitivity of market return to the Business’s return. The Financial Advisor has calculated the weighted average cost of capital (“WACC”) of the Business with the details as follows:

WACC = Ke*(1 – (D / (D + E)) + Kd*(1 - T)*(D / (D + E)) Where: Ke = Cost of equity using the Capital Asset Pricing Model (“CAPM”) Using the following formula = Rf + β*(Risk Premium) Kd = Average cost of debt of the Business which is approximately 3.42% in 2019 T (tax rate) = Corporate income tax rate (Effective Tax Rate) equals to 20.00% D/(D+E) = Ratio of interest-bearing debt divided by the sum of market capitalization and interest-bearing debt Management target is equal to 50.00% Whereas: Rf = Risk-free rate calculated based on 10-year historical return of 10-year Thai government bond as at 13 April 2020, equals to approximately 1.75% Source: ThaiBMA as at 29 April 2020 β (beta) = Co-variance between change in market index to price of share (Levered Beta), which is equal to 1.14x, calculated from taking the levered beta of peer companies adjusted for the capital structure of each company (Unlevered Beta) and adjusting the median of the resulting unlevered beta, which is equal to 0.64x, by the D/E ratio of the Business, which is 50.00%, to calculate the levered beta of the Business Source : Bloomberg as at 29 April 2020 Risk Premium = The difference between (1) the average investment return of the SET based on 1-year historical average of the 15-year compound annual growth rate (“CAGR”) of the SET Total Return Index, which is approximately equal to 10.08% per year, and (2) rate of return on investment in risk-free investment (Rf) which is equal to approximately 1.75%, resulting in risk premium of 8.33% Source : SET and ThaiBMA as at 29 April 2020

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Summary Table of WACC Calculation Assumptions

Item Unit Value Risk-free rate (Rf) Percent 1.75 Risk premium Percent 8.33

β (beta) Times 1.14 Cost of Equity (Ke) Percent 11.3 Cost of Debt (Kd) Percent 3.42 1 - D/(D+E) Percent 50.00 D/(D+E) Percent 50.00

T (tax rate) Percent 20.00 WACC Percent 7.01

Therefore, the Financial Advisor applies WACC in the range of 6.76% – 7.26% (+/- 0.25%) Terminal Value For the calculation of the terminal value of the Business, the Financial Advisor assumes that the Business will continue to operate indefinitely after 2024 which is the final year of the projection. The method of calculating the terminal value is as follows: The Business’s = Estimated cash flow of the Business in 2024 x (1 + g) terminal value (WACC – g) Estimated cash flow of is Estimated cash flow from operations of the Business in 2024 the Business in 2024 g is The growth rate of cash flow from operations of the Business after 2024 which is equal to 0.75% - 1.25%, based on long-term inflation rate WACC is Discount rate of the cash flow equals to 6.76% – 7.26% Assumptions for Projecting the Business’s Cash Flow 1. Development of Real Estate for Sale Business Development of horizontal residential projects includes developments of various formats and brands of projects, including single homes, twin homes and townhouses, as well as development of various utilities in the project, which covers all price levels in order to address the demands of different customer segments, taking into account the actual performance of the six-month period ended 31 March 2020 as well as operating performace in April 2020 after the announcement of the Emergency Decree on 26 March 2020 as a result of the COVID-19 situation, which showed the actual impact from

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the behavioural changes of consumers in response to to the COVID-19 situation, with the assumptions for the cash flow projection of the Business as follows:

a) Revenue assumptions Current Projects (as of 30 September 2019) Value to be recognized Project total Recognized revenue Number of as future revenue Type projects Value (THB Value (THB Value (THB Units Units Units million) million) million) Townhouses 35 11,603 34,799 5,876 17,644 4,577 13,873 Single and twin homes 24 3,576 36,006 2,013 17,518 1,414 17,185 Commercial building 1 33 185 24 139 9 46 Total 60 15,212 70,991 7,913 35,302 6,000 31,104 Estimated values of future recognized revenues of the current projects are recognized over 4 years, with discounts ranging from 3% to 20% depending on the age of the project which launched before 2019, with the details as follows: Projection Year Unit 2020 2021 2022 2023 2024 Value of recognized THB 9,497.12 7,564.89 6,438.75 3,492.65 771.97 revenue of current million projects Future Projects The number of future projects in 2020 is assumed based on interviews with the Business’s management, but due to industry conditions, the overall development of real estates has slowed down due to the Bank of Thailand’s recent regulations regarding macro prudential measures related to residential mortgages, economic slowdowns in 2019, as well as expected impact from the COVID-19 situation on the latter half of the Business’s fiscal year (1 April 2020 – 30 September 2020) which may affect the number of projects which will launch in in the future, with the details as follows: Unit: Projects Projection Year Type 2020 2021 2022 2023 2024 Townhouses 10 10 10 10 10 Single homes 3 3 3 3 3 Twin homes - 1 2 2 2 Upcountry projects 3 3 3 3 3 Total 16 17 18 18 18 The assumptions for the average project value of each project type in 2020 is based on average launched values in 2019, with average growth in project value at approximately 4.8%

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per annum, based on the 12-year historical growth of price index of townhouses with land (between 2008 and 2020) prepared by the Bank of Thailand, with details as follows:

Unit: THB million per project Projection Year Type 2020 2021 2022 2023 2024 Townhouses 800.00 838.40 878.64 920.82 965.02 Single homes 1,000.00 1,048.00 1,098.30 1,151.02 1,206.27 Twin homes 1,600.00 1,676.80 1,757.29 1,841.64 1,930.03 Upcountry projects 1,000.00 1,048.00 1,098.30 1,151.02 1,206.27

Values of future projects are summarized as follows: Unit: THB million Projection Year Type 2020 2021 2022 2023 2024 Townhouses 8,000.00 8,384.00 8,786.43 9,208.18 9,650.17 Single homes 3,000.00 3,144.00 3,294.91 3,453.07 3,618.82 Twin homes - 1,676.80 3,514.57 3,683.27 3,860.07 Upcountry projects 3,000.00 3,144.00 3,294.91 3,453.07 3,618.82 Total 14,000.00 16,348.80 18,890.83 19,797.59 20,747.87 Where the Business has lauched over the the 6-month period ending 31 March 2020 projects in total of THB 7,041 million, or 50% of the total expected launch value of 2020. Launches of new projects during the latter half of the 2020 are expected to be on schedule. The recognition of revenue of past projects will be eventually developed and recognized over a 4-year period. However; projects launched in 2019 was affected by the slowdown of the industry, and the management projects that the rate of revenue recognition will incrase over a 5-year period, with the assumptions for revenue recognition for projections launched between 2020 and 2024 as follows:

Unit: Percent Year 1 Year 2 Year 3 Year 4 Year 5 25.0 20.0 20.0 20.0 15.0 The revenue recognition of future projects launched between 2020 and 2024 can be summarized as follows: Projection Year Unit 2020 2021 2022 2023 2024 Revenue recognition for THB 6,887.20 10,792.47 14,797.32 18,294.41 3,500.00 future projects million The revenue from the development of real estate for sale business can be summarized as follows:

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Projection Year Unit 2020 2021 2022 2023 2024 Revenue from current THB projects million 9,497.12 7,564.89 6,438.75 3,492.65 771.97 Revenue from future THB projects million 3,500.00 6,887.20 10,792.47 14,797.32 18,294.41 Revenue from development THB of real estate for sale million 12,997.12 14,452.48 17,232.43 18,292.42 19,070.53 business b) Cost assumptions Costs of the development of real estate for sale business consist of land cost, construction cost, and finance cost for development of real estate which will be gradually recognized as sale costs alongs with the recognition of revenue, with the assumptions for costs of sale and gross profit margins as follows:

Unit: Percentage of revenue from development of real estate for sale business Historical year Projection year 2017 2018 2019 2020 2021 2022 2023 2024 Cost of sale 68.8 67.8 67.4 70.0 69.0 69.0 69.0 69.0 Gross margin 31.2 32.2 32.6 30.0 31.0 31.0 31.0 31.0 Where the 2020 costs of sale assumption is based on the 6-month financial statements of the Business ending on 31 March 2020, which is approximately 69.3% and may be slightly higher due to the COVID-19 situation, and between 2021-2024 will be approximately 69.0% based on interviews with the management team, due to slowdown in the industry since 2019.

c) Sale and administrative expenses assumption Sale expenses consist of (1) Special Business Tax and Transfer Fee, which is approximately 4.1% of the total revenue from development of real estate for sale business; (2) marketing and promotion expense, which is approximately 2.5% of the total revenue from development of real estate for sale business; and (3) other sale expense which is approximately 0.6% of the total revenue from development of real estate for sale business; based on actual historical expenses. Administrative expenses mainly consist of personnel cost which, despite the COVID-19 situation, the Business does not have any plan to reduce, therefore the assumption of administrative cost between 2020 to 2021 is based on growth from 2019 at 3.0%, reflecting growth regardless of change in revenue. For 2022 onwards, the amount is based actual incurred amount in 2019 which is approximately 9.0% of revenue from sale of properties.

d) Cash flow for project development assumption

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Purchase of land The Business’s policy is to acquire land approximately 2 years in advance for future projects, where the purchase price of land and land improvements is approximately 62.5% of the costs of sale, based on 2019 information, and 2020 value is adjusted to reflect the actual information based on land purchase data in the 6-month period ended 31 March 2020 and from management interview. Land purchase in 2020 amounts to THB 6,000 billion. Project construction Project construction is approximately 34.7% of the cost of sale, expensed gradually over approximately 5 years, starting from the first year that the project is sold, which is based on management plan to schedule construction of the projects according to its sale schedule, with assumptions as follows: Unit: Percent Year 1 Year 2 Year 3 Year 4 Year 5 30.0 20.0 20.0 20.0 10.0

2. Rental and Service of Commercial Building Business

The Business has 2 commercial building projects, including Goldenland Building Project Goldenland Building project has total leasable area of approximately 11,000 square meters, 8- storey high with 1 basement floor, located on Mahatlek Luang 1 Alley, Ratchadamri Road. It is located approximately 400 meters from Ratchadamri BTS station and located near key shopping and hotel districts, including Central World, Gaysorn Village, Central Chitlom, Anantara Siam Hotel, Grand Hyatt Erawan Hotel and Intercontinental Hotel. The land of the project is leased from the Crown Property Bureau until 31 August 2022 (remaining lease of approximately 3 years). FYI Center Project The FYI Center project has total leasable area of approximately 50,00 square meters, 12-storey high with 3 basement floors, located on the corner of Rama IV Road and Ratchadapisek Road (Phai Singto), near the Sirikit Convention Center, with an underground train station located at the front of the building. Its construction was completed in the second quarter of 2016 and won the Leadership in Energy and Environmental Design (“LEED”) from the U.S. Green Building Council (“USGBC”). The land of the project is leased from the Crown Property Bureau until 28 February 2077 (34-year lease and renewable for 30 years, total of 57 years remaining)

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Assumptions for the rental and service of commercial building business

Item Goldenland Building FYI Center Asset life Ending on 31 August 2022 Ending on 28 February 2077 Net leasable area 11,231 sq. m 50,109 sq. m Historical occupancy rates 2016: 96.0% 2016: 71.0% 2017: 86.0% 2017: 83.0% 2018: 94.0% 2018: 95.0% 2019: 91.0% 2019: 99.0% Occupancy rates 2020-2023: 91.0% 2020-2021: 99.0% 2022-2027: 95.0% 2028-2077: 90.0%

Rental rate per month per sq. m 2019: THB 659 2019: THB 834 Rental rate growth -3.0% in 2020 (reflecting actual drop 2020-2021: 0.0% per annum in 6-month period ended 31 March 2022-2077: 3.0% per annum 2020) Operating costs and expenses 22.3% of revenue 26.6% of revenue (Based on costs and expenses in (Based on costs and expenses in the past) the past) Land lease expense Based on lease agreement Based on lease agreement FF&E reserves 0.0% of revenue 3.0% of revenue Adjustment due to COVID-19 As at the date of management As at the date of management situation interview, the Business has given interview, the Business has given assistance to tenants who are in assistance to tenants who are in industries directly affected by the industries directly affected by the COVID-19 situation (such as airlines COVID-19 situation (such as airlines and tourism), by reducing total rent and tourism), by reducing total rent by THB 200,000 per month, by THB 6,000,000 per month, assuming that this will have impact assuming that this will have impact for 6 months in 2020 for 6 months in 2020

3. Hotel Business The Business has 2 hotel projects including: The Ascott Sathorn Project

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The Ascott Sathorn project is a serviced apartment building located in the center of the Sathorn business district, close to Chongnonsee BTS station. It is 35-storey tall with total serviced apartment units for rent of 177 units. It is managed by The Ascott Group Ltd. which is a leader in hotel and residence management from Singapore, who holds 60.0% share in The Ascott Sathorn project. Modena by Fraser Bangkok Project Modena by Fraser Bangkok Project is a 14-storey tall building with 1 basemet floor and 239 guest rooms, located on the same land as FYI Center, and managed by Frasers Hospitality. Hotel business assumptions:

Item The Ascott Sathorn Modena by Fraser Bangkok Asset life Unlimited (land is owned by the Ending on 28 February 2077 Business) Number of rooms 177 rooms 238 rooms (as 1 room is allocated to the hotel’s General Manager) Historical occupancy rates 2017: 83.7% 2017: 47.1% (began operating 2018: 82.5% around end of 2017) 2018: 66.0% 2019: 84.4% 2019: 66.0% Occupancy rates 2020: 53.4% 2020: 29.5% - Reflecting actual occupancy in 6- - Reflecting actual occupancy in 6- month period ended 31 March 2020 month period ended 31 March 2020 of 77.1% of 59.1% - Assumption of COVID-19 impact - Assumption of COVID-19 impact leading to no remaining short-stay leading to temporary closure of tenants in the remaining 6 months of project for the remaining 6 months 2020 of 2020 - As at end of 31 March 2020, 46% 2021: 50.0% of all tenants are short-stay 2022: 66.0% 2021: 80.0% 2023-2070 70.0% 2022-2024: 83.6% (Increase due to the post-renovation - Based on 2017-2019 average reopening of Sirikit Convention Center in 2022) and recovery from COVID-19 situation

Room rate per night 2019: THB 3,086 2019: THB 1,592 Room rate growth 2020: -13.1% per annum (due to 2020: -5.5% per annum (based on COVID-19 situation) actual drop in 6-month period

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Item The Ascott Sathorn Modena by Fraser Bangkok 2021: -5.0% per annum ended 31 March 2020) 2022-2025: 3.0% per annum 2021: -1.0% per annum 2022: 5.0% per annum 2023-2070: 3.0% per annum Food and beverage revenue and 24.9% of room revenue 18.6% of room revenue other revenue Operating costs and expenses 2020: comparable tp 2019 at THB 2020: 188 million - Actual costs incurred in 6-month 2021-2025: Approximately 75.3% period ended 31 March 2020 comparable to actual rate in 2019 approximately THB 86 milliion - Operating expenses which was mostly employee expense was comparable to 2019 at THB 48 million

2021-2024: - Cost of approximately 68.3% from 2017-2019 average - Expenses of approximately THB 50 million due to average of 2017- 2019 average and increase of 3.0% per annum FF&E reserves 3.5% of total revenue 3.5% of total revenue Land lease expense Based on lease agreement Based on lease agreement

4. Mixed-use Building Development Project (Samyan Mitrtown Project) Samyan Mitrtown project is a project located next to Samyan underground train station, consisting of office building for lease, shopping mall, convention hall, residential units and hotel, located on land leased from Chulalongkorn University, ending on 9 June 2049 (approximately 29 years remaining). It is a joint venture between TCC Asset (Thailand) Co., Ltd. and the Business, through Kasemsubbhakdi Co., Ltd., which the Business hold 49.0% and is the manager of the project. The project began operating in the fourth quarter of 2019, with the following details:

– Leasable office space: 46,977 sq. m – Retail space: 30,176 sq. m

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– Convention hall: 2,162 sq. m – Triple Y Hotel: 112 rooms – Triple Y Residence: 516 rooms (18,570 sq. m) Mixed-use Building Development Project (Samyan Mitrtown Project) assumptions a) Leasable office space

Item Assumption Opening date 1 September 2019 Net leasable area 48,468 sq. m Occupancy rate 2019: 45.0% 2020: 71.0% (based on actual occupancy rate in 6- month period ended 31 March 2020) 2021: 80.0% 2022-2049: 90.0% Rental rate per month per sq. m 2019: THB 832 Rental rate growth 2020: 1.9% (based on actual growth for 6-month period ended 31 March 2020) 2021: 0.0% 2022: 5.0% 2023-2049: 3.0% per annum Gross profit margin Average of 79.0% over lease period Land lease expense Based on lease agreement FF&E reserves 4.0% of revenue Adjustment due to COVID-19 situation As at the date of management interview, the Business has given assistance to tenants who are in industries directly affected by the COVID-19 situation (such as airlines and tourism), by reducing total rent by THB 2,800,000 per month, assuming that this will have impact for 6 months in 2020

b) Retail space and convention hall

Assumption Item Retail space Convention hall Opening date 20 September 2019 Net leasable area 30,176 sq. m 2,162 sq. m

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Assumption Item Retail space Convention hall Occupancy rate 2019: 84.7% 2019 : 0.0% 2020: 80.0% 2020: 15.0% 2021: 90.0% 2021: 30.0% 2022-2049: 95.0% 2022: 40.0% 2023-2049: 50.0% Rental rate per month per sq. m 2020: THB 1,500 บาท 2020: THB 220 Rental rate growth 3.0% per annum after 2020 3.0% per annum after 2020 Gross profit margin Average over the lease period of 81.0% Land lease expense Based on lease agreement FF&E reserves 4.0% of revenue Adjustment due to COVID-19 As at the date of management Assume temporary closure of situation interview, the Business has given convention hall area for 6 month in assistance to tenants affected by 2020 the Emergency Decree, by reducing total rent by THB 54,000,000 per month, assuming that this will have impact for 6 months in 2020

c) Triple Y Hotel

Item Assumption Opening date 1 September 2019 Guest rooms 112 rooms Occupancy rates 2020: 2.5% (reduce from the actual occupancy rate for 6-month period ended 31 March 2020 of 5%) 2021: 50.0% 2022: 60.0% 2023: 70.0% 2024-2049: 80.0%

Room rate per night 2020: THB 1,500 Room rate growth 2024-2026: 10% per annum up to THB 2,400 per night, which is the target price set prior to the project launch and COVID-19 adjustment

Part 4 Page 40 Tender Offer for Securities of Golden Land Property Development Public Company Limited Form 247-4

Item Assumption 2027-2049: 3.0% per annum Food and beverage revenue and other revenue 25.0% of room revenue Gross profit margin Average over lease period of approximately 21.0% Land lease expense Based on lease agreement FF&E reserves 4.0% of revenue

d) Triple Y Residence

Item Assumption Rooms 516 rooms (18,570 sq. m) Sale price per sq. m THB 142,000 (Sale price reduces by 3.3% per annum from starting price due to the units being leasehold) Recognized revenue per year 2019: THB 1,089 million 2020: THB 438 million 2021: THB 423 million 2022: THB 408 million 2024: THB 148 million Cost per square meter THB 72,716 Sale and promotional expense 3.0% of revenue Transfer fee 1.0% of revenue 5. Other Businesses of the Business a) Assets with Market Prices The Business has investments in GVREIT and GOLDPF which are SET-listed securities with reference prices, with details as follows:

Value to the Business Asset Amount (units) (THB million) GVREIT 184,500,000 2,915.10 GOLDPF 68,000,000 448.80 Total 3,363.90

Note: VWAP of the comparable market values of the investments for the 120-day period before the Business’s Board of Directors resolved to propose to the Business’s general meeting of shareholders to delist the Business, beginning on 13 November 2019 and ending on 11 May 2020

Part 4 Page 41 Tender Offer for Securities of Golden Land Property Development Public Company Limited Form 247-4

b) Panorama Golf and Country Club Based on information from appraisal reports prepared by an SEC-approved independent appriser, Knight Frank Chartered (Thailand) Co., Ltd., dated 25 April 2020, include the following details (please refer to Appendix 7 for additional details) with total value of approximately THB 501.40 million.

c) Real Estate Management Business The Business is the manager of Sathorn Square Building, Park Venture Building and Mayfair Marriott Executive Apartment. The assumptions are based on historical data with average growth in management fee of approximately 3.0% per annum, and ending on the date of lease expiry for the property of each project, Cost of management is approximately 60.4% of real estate management business revenue. The asset life of each managed property is as follows:

Project End of Lease Period Sathorn Square Building 6 May 2040 Park Venture Building 5 September 2041

Mayfair Marriott Executive Apartment 7 May 2067 d) Lands Located Outside Development and Other Assets Based on information from appraisal reports prepared by an SEC-approved independent appriser, Knight Frank Chartered (Thailand) Co., Ltd., dated 25 April 2020, include the following details (please refer to Appendix 7 for additional details), with the details as follows

– 5 plots of lands located outside development projects, including Land in Nong Thale, Krabi, Golden Heritage 2 (land outside allocated area), Ratchaphruek Wongwaen Petchkasem (land outside allocated area), Golden Neo Ramintra-Wongwaen (land outside allocated area), and Land at Soi Khu Bon 27, Tha Raeng, Bang Khen, Bangkok, with total value of approximately THB 289.70 million – Land of the Ascott Sathorn project which is owned by the Business with value of approximately THB 947.0 million

– Sky Villa project, valued of approximately THB 61.8 million, held under Sathorn Supsin Co., Ltd. which the Business holds 60%

e) Value in Other Associate Companies As at 31 March 2020, the Business holds the value in North Sathorn Hotel Co., Ltd. which operates W Hotel Bangkok using the equity method of approximately THB 66.0 million Other Assumptions

Part 4 Page 42 Tender Offer for Securities of Golden Land Property Development Public Company Limited Form 247-4

a) Tax expense assumption 20% of the earnings before tax of the Business through the projection period, per the Business’s current corporate tax rate

b) Capital Expenditure (“CAPEX”) assumption: the Financial Advisor estimates the investments in fixed and intangible assets of the Business with details as follows:

– CAPEX for Common Infrastructure: the Financial Advisor estimates based on average investment in common fixed assets over the past 3 years of average of approximately THB 18 million per year – CAPEX for FF&E: the Financial Advisor estimates based on the rate of provisioning for FF&E reserves for office and hotel projects

c) Depreciation and Amortization The Financial Advisor used assumptions based on accounting policies of the Business as stated in the consolidated financial statements as follows:

– Building and other constructions 25 years – Utilities systems 15 years – Furniture, fixtures and equipment 10 years – Vehicles 5 years – Intangible assets such as software license 5 years Summary of Financial Projection and Cash Flow Projection

Historical year Projection year Summary of Financial Projection 2017 2018 2019 2020 2021 2022 2023 2024 Revenue from sale of real estate 12,997 14,452 17,231 12,997 14,452 17,231 18,290 19,066 Total revenue 14,607 16,180 19,015 14,607 16,180 19,015 20,069 20,903

Gross profit 4,373 5,099 5,975 4,373 5,099 5,975 6,252 6,510 Earnings before interest, tax, depreciation and amortization (EBITDA) 2,186 2,768 3,393 2,186 2,768 3,393 3,449 3,578 Earnings before interest and tax (EBIT) 1,713 2,293 2,934 1,713 2,293 2,934 3,064 3,214 Net profit 1,339 1,868 2,417 1,339 1,868 2,417 2,504 2,624 Net profit attributable to owners of the parent 1,387 1,881 2,428 1,387 1,881 2,428 2,515 2,634

Part 4 Page 43 Tender Offer for Securities of Golden Land Property Development Public Company Limited Form 247-4

Projection year Summary of Cash Flow Projection 2020 2021 2022 2023 2024 Development of real estate for sale business 545 17 2,745 1,884 1,479 Rental and service of commercial buildings business 317 347 339 297 305

Hotel business (Modena by Fraser Hotel) (30) (13) (0) 3 4 The Business’s cash flow 832 350 3,084 2,184 1,791

Summary of Cash Flow Projection of Subsidiaries and Projection year Associate Companies 2020 2021 2022 2023 2024 Cash flow of the Ascott Sathorn project (33) 37 40 41 42

Cash flow of Samyan Mitrtown project 620 767 842 639 535 Summary of Business Values by Type of Business

Unit: THB million Total value of business Value 1. Development of real estate for sale business 23,801.83 2. Rental and service of commercial buildings

– Goldenland Building project 137.44 – FYI Center project 5,835.78 3. Hotel business

(1) – The Ascott Sathorn project 906.96 – Modena by Fraser project 163.89 4. Development of mixed-use building (Samyan Mitrtown project)(2) 2,607.69 5. Other businesses

a) Assets with market values – GVREIT 2,915.10 – GOLDPF 448.80 b) Panorama Golf and Country Club 501.40

c) Real estate management business 834.56 d) Values of lands located outside of developments and other assets 1,273.78 e) Values in other associate companies 70.00 Total value of the Business 39,497.24

Part 4 Page 44 Tender Offer for Securities of Golden Land Property Development Public Company Limited Form 247-4

Unit: THB million Total value of business Value (Less) Net interest-bearing debt (22,329.81) (Less) Value of non-controlling interests (40.62) Value of the Business attributable to owners of the parent 17,127.81 Number of issued and paid-up shares (million) 2,323.72 Value of the Business (THB per share) 7.37 Note: (1) The Ascott Sathorn project is invested through Sathorn Supsin Co., Ltd., a subsidiary of the Business which the Business holds 60% (2) Samyan Mitrtown project is invested through Kasemsubbhakdi Co., Ltd., a joint venture which the Business hold 49.0% Sensitivity Analysis of the Business’s Share Price to Various Key Assumption Changes The Financial Advisor has prepared sensitivity analysis to various key assumption changes which could have material effects on the value of the Business, including appropriate discount rate and terminal growth rate. The discount rate is sensitized over a range of +/- 0.25% and the terminal growth rate is sensitized over a range of +/- 0.25%, with the summary of the valuations as follows:

Terminal growth rate: 0.75% 1.00% 1.25%

Discount rate 7.26% 6.47 6.77 7.11 Discount rate 7.01% 7.03 7.36 7.73 Discount rate 6.76% 7.63 8.00 8.40 Based on the aforementioned method, it is found that the price of the common shares of the Business lies in the range of THB 6.47 – 8.41 per share. The Financial Advisor considers that the value based on the net present value of the DCF is an appropriate method of fair value determination, as the method takes into account the operating performance and capability of the Business from various factors, such as historical performance, future business plan, business and operating structures that are unique to the Business, and impact from the COVID-19 situation and the Business’s plan to manage the current situation. As such, the Financial Advisor, using assumptions and information received from the Business, under economic and industry condition forecast based on current and future circumstances, recovery of the economy and industry after the COVID-19 situation,as well as sensitivity analysis of the impact to the Business’s share value due to changes in key assumptions, reflects the fair value range of the Business’s common shares. Nonetheless, the valuation of the fair value of the Business is prepared based on information and assumptions received from the Business, its management and related persons as of 11 May 2020 under the current economic condition and current situation. Any changes to the business plan, policy of the Business or the economic condition or unusual event may cause on significant changes to the

Part 4 Page 45 Tender Offer for Securities of Golden Land Property Development Public Company Limited Form 247-4

current business operations of the Business or changes from projections and assumptions, which may cause significant changes to the projection and may also affect the valuation of the Business. Phatra Securities Public Company Limited, as the Tender Offeror’s Financial Advisor, evaluated the prices based on the SEC’s criteria, as mentioned above. Based on such prices, the Tender Offeror have to determine the tender offer price, which shall not be lower than the highest price calculated based on the SEC’s criteria. Considering the prices according to the criteria of the SEC, the Tender Offeror set the Offer Price at THB 8.50 per share.

7.2 The highest Offer Price acquired by the Tender Offeror, or persons under Section 258 during the period of 90 days prior to the date of submission of the Tender Offer to the SEC - Not applicable - 8. Acquisition of shares before submission of the Tender Offer (applicable only in case of a partial offer in accordance with Chapter 5 of the SEC Notification No. TorChor. 12/2554) - Not applicable in this case because the Offeror has offered for all securities of the Business –

9. Liability Disclaimer of the Tender Offer Agent In acceptance of the Tender Offer, the Offeree acknowledges and accepts that the Tender Offer Agent (including directors, officers and employees of the Tender Offer Agent ) shall not have any responsibility to the Offeree in case that the Offeree does not receive the payment of securities in accordance with key terms and conditions specified in this Tender Offer or that the Offeree receives any damage or liability whatsoever arising from intention to sell securities, except to the extent that any of such damage or liability results from the gross negligence or willful misconduct in performing services by the Tender Offer Agent under this Tender Offer.

Part 4 Page 46 Tender Offer for Securities of Golden Land Property Development Public Company Limited Form 247-4

Part 5 Information Certification

We hereby certify that (1) We intend to conduct this Tender Offer (2) The Offer Price in this Tender Offer is in accordance with the provision of the Notification of the Capital Market Supervisory Board No. TorChor. 12/2554 (3) We intend to comply with the plan which we have specified in this Tender Offer. (4) Information contained in this Tender Offer is correct and accurate and that there is no information contained herein that may mislead other persons in any material aspects and there is no concealment of material information which should have been notified.

Frasers Property (Thailand) Public Company Limited

- Mr. Sopon Racharaksa - (Mr. Sopon Racharaksa) Authorized Person

Part 5 Page 1 Tender Offer for Securities of Golden Land Property Development Public Company Limited Form 247-4

We as the Tender Offer Preparer of this Tender Offer have complied with requirements set out in the Notification of the SEC re: approval for financial advisors and a scope of work and hereby certify that: (1) We have reviewed and considered that the information of the Tender Offeror disclosed in the Tender Offer and believed that the information of the Tender Offeror disclosed in this Tender Offer is accurate and complete, and there is no information that may mislead other persons in any material aspects and there is no concealment of material information which should have been notified. (2) We have reviewed the financial evidence and consider that the Tender Offeror can actually perform the obligations under the above Tender Offer; (3) We have reviewed the policies and plans of the Business as stated in Section 2 of Part 3 regarding Information of the Business and consider that: (a) The Tender Offeror can comply with the abovementioned policies and plans of the Business; (b) The assumptions used for setting out of the policies and plans of business operation have been prepared reasonably; and (c) The effects and risks which may impact the Business or the securities holders are clearly and sufficiently explained;

(4) We have examined evidence on the acquisition of securities of the Business by the Tender Offeror or the persons prescribed under Section 258 during 90 days before the date of submission of the Tender Offer and the Offer Price, and have no doubt on the consistency of the Offer Price with the regulation under the Capital Market Supervisory Board No. TorChor. 12/2554; and (5) We have carefully and prudently studied and reviewed the completeness and accuracy of the information contained in this Tender Offer and view that the information is complete and correct and that there is no information contained herein that may mislead other persons in material aspects and there is no concealment of material information which should have been notified.

Phatra Securities Public Company Limited

____- Mr. Aphinant Klewpatinond -______- Mr.Trairak Tengtrirat - ____ Mr. Aphinant Klewpatinond Mr.Trairak Tengtrirat Director Director Tender Offer Preparer

Part 5 Page 2

Attachment 1 Tender Offer Acceptance Procedures and Forms

A-1 Tender Offer Acceptance Procedures of the Ordinary Shares of Golden Land Property Development Public Company Limited A-2 Tender Offer Acceptance Form of the Ordinary Shares of Golden Land Property Development Public Company Limited A-3 Form for Confirmation of Cost of Tendered Shares (Only for foreign juristic person not operating business in Thailand) A-4 Power of Attorney (For the Tender Offer Acceptance) of Golden Land Property Development Public Company Limited

Form A-1

Tender Offer Acceptance Procedures of the Ordinary Shares of Golden Land Property Development Public Company Limited (“GOLD”) GOLD’s shareholders

For share certificates For shares in the scripless system

1. Complete Tender Offer Acceptance Form (Form A-2) 1. Complete Tender Offer Acceptance Form (Form A-2)

2. Endorse the back of the share certificate 2.1 In case of shares deposited under the brokerage company account notify a securities company, where you have opened a securities trading account and deposited GOLD shares, the intention to transfer GOLD shares into the following account in 2.3 The holder of share certificate should submit the Tender Offer 2.2 In case of shares deposited under issuer account no. 600 complete the form “Securities transfer to/from issuer Acceptance Form, together with the supporting documents account with participant” (“TSD-403”), together with one set of identification documents of securities holder, within 21 July 2020 or at least 2 business days prior to the according to the type of person indicating in page 2 of TSD-403, to transfer GOLD shares into the following account in 2.3. Then submit the Tender Offer Acceptance Form along with TSD-403 and their enclosed last business day of the Offer Period. documents within 21 July 2020 or at least 2 business days prior to the last day of the Offer Period. 2.3 For Domestic Board, transfer to the account “บริษัทหลกทรั พยั ์ ภัทร จํากัด (มหาชน) เพื�อคาเสนอซํ ื�อ” Account number 006-000 000 015-7 For Foreign Board and NVDR, transfer to account: “PHATRA SECURITIES PUBLIC COMPANY LIMITED FOR TENDER” Account number 006-000 000 015-7

3. Enclose the following certified document (s) (In case of share certificate, please attached 1 extra certified copy of identification document) 1) For Thai individual 5) A foreign juristic entities not carrying on business in Thailand and does not – A certified true copy of valid identification card; or reside in country which entered into a double taxation treaty with Thailand or – A certified true copy of valid civil servant identification card or state enterprise such treaty was not exempted from withholding tax on capital gain from sale of employee identification card that shows 13-digit identification number shares in Thailand – In case of copy of lifelong identification card, civil servant identification card or state The Offeree is required to fill in the “Form of Confirmation of Cost of Tendered enterprise employee identification card, a certified true copy of household registration is Shares”. If the Offeree fails to declare the cost of tendered shares and provide the required. The name and address shown on such household registration must be the evidence to the satisfaction, the Tender Offer Agent will deduct the withholding tax same as on lifelong identification card. by computing the withholding tax from of the Offer Price multiplied by all of the 2) For Foreign individual number of tendered shares of GOLD or NVDRs that such Offeree expresses – A certified true copy of valid Alien Certificate or passport intention to sell. 3) For Thai juristic person 6) The Offeree, who requires to receive the money transfer through his/her bank 3.1 A copy of the affidavit issued by the Ministry of Commerce (“MOC”) not more than 6 months prior to account specified in Part 4 Section 3.1, must provide a certified true copy of the the last day of the Offer Period, certified by authorized signatory(ies), and affixed with company seal (if page of the savings deposit pass book or current account statement which shows any), of the juristic person; and account name and account number, and be able to transfer through automatic 3.2 A copy of documents specified in 1) or 2) (as the case may be) of authorized transfer system. directors who certified Tender Offer Acceptance Form and the document specified 7) In the event that the name prefix or name or last name of the shareholder stated on in 3.1 the share certificate is different from those stated in the identification card, or in 4) For Foreign juristic person case the juristic entity’s name of the shareholder stated on the share certificate is 4.1 A copy of the certificate of incorporation and corporate affidavit issued by the different from their name or surname stated in Company Affidavit issued by the officer of the juristic person or the government authority of the county in which the Ministry of Commerce (in case of Thai juristic entities) or Certificate of Commercial juristic person is located, certifying the name of juristic person, the authorized Registration (in case of Foreign juristic entities), the Offeree has to complete the person(s), the location of head office and power or conditions of signing “Request Form for Rectifying Items in the Security Holder Record” prescribed by authorization and issued, not more than 6 months prior to the last day of the Offer the Thailand Securities Depository Co., Ltd (“TSD”) ("TSD-301"), enclosed in Period, certified by authorized signatory(ies), and affixed with company seal (if Attachment 4, together with the certified true copy of the official documents such as any), of the juristic person; and marriage certificate, divorce certificate, or notification of change of name, as the 4.2 A copy of documents specified in 1) or 2) (as the case may be) of authorized case may be. The rectified name must be the same as that stated in the directors who certified Tender Offer Acceptance Form and the document specified identification card, civil servant identification, state enterprise employee card, in 4.1 company affidavit or certificate of commercial registration, as the case may be. Each copy of the certified documents specified in 4.1 and 4.2 must be certified by a Notary Public and by an official of the Thai Embassy or the Thai Consulate in the country where the documents were prepared, of which is not more than 6 months prior to the last day of the Offer Period. In case of security holder’s authorized representative 1. Power of Attorney affixed with THB 10 or Baht 30 stamp duty (as the case may be) (Form A-4) 2. Certified as true copy of identification document of the attorney-in-fact and security holder as specified in 1) or 2) or 3) or 4), as the case may be

4. Kindly submit all documents to: Operations, Phatra Securities Public Company Limited 6/F Muang Thai-Phatra Office Tower 1, 252/6 Ratchadapisek Road, Huaykwang, Huaykwang, Bangkok 10310, Thailand Telephone: 02-165-5555 Press 2 and 4, Information inquiry available daily from 8.00 a.m. to 6.00 p.m. Or send to your broker that you have the trading account and deposited the security to compile the necessary documents before submitting them to Phatra Securities “The holder of share certificate should submit the Tender Offer Acceptance Form, together with the supporting documents at least 2 business day prior to the last business day of the Offer Period.” “The Tender Offer Agent will not accept any documents submitted by mail.”

Form A-1

Map of Phatra Securities Public Company Limited

Form A-2 Tender Offer Acceptance Form of the Ordinary Shares of Golden Land Property Development Public Company Limited (“GOLD”) Date...... Acceptance Form No...... To Frasers Property (Thailand) Public Company Limited as the “Tender Offeror” and Phatra Securities Public Company Limited as the “Tender Offer Agent” I/We (“Offeree”) (Mr./Mrs./Miss/Company/Other (Please specify))……………………………………...... Nationality...... …. Contact Address (that can be reached via mail)...... Soi...... …Road...... Tambon/Sub-district...... Amphur/District...... Province...... Postal Code……………… Country….………………….… Contact Telephone………..……………………..Tax Payer ID No………………………………No…………………… ………………………Occcupation…………………………………………………….. abovea

Address...... Soi...... Road...... Tambon/Sub-district...... Amphur/District…………trict…………...... Provinc...... Province...... e...... Postal Code……………………….…. Country………………………….ContactCountry………………………….Contact Telephone………………Telep Current Add address appears in personal ID card/House Registration Address (Please specify) Address...... Soi...... Road...... Tambon/Sub-district ...... Amphur/District…………...... Province ...... Postal Code…………………………. Country………………..………… Date of Birth (Date of Registration as a Juristic Person)...... Occcupation/Business Type ……………………………..………………………………….. Office Address (Name and Address) ……………………….………………………………………………………………………………………...... In case of a foreigner (Please specify Address in the country of citizenship) ………………………………...... Address in Thailand...... Source of income from ...... Source of payment (can select more than 1 option):: Natural person - (please specify) ………………………Juristic person rs (Please specify)…………………………Tax Payer ID……………………………. Please specify type of the Offeree of GOLD: Thai Individual . ID /Civil Servant Identification/State Enterprise Employee Card No……..………………………………………...... Foreign Individual Alien Certificate/ Passport No………………………………………………………………………..………………………………. Thai Juristic Person Registration No…………………………………………………………………………………………………………………. Foreign Juristic Person who engages in business in Thailand Certificate of Incorporation No…………………………………………...…………………………… Foreign Juristic Person who does not engage in business in Thailand Certificate of Incorporation No………………………………………..……………………………… I/We accept to sell ………………………..…………………………..………..……(…………………………………………………………………………………………..……….) of ordinary shares of Golden Land Property Development Public Company Limited at the Offer Price of THB 8.50 (Eight Point Five Baht) per share to be received by the entitled shareholders of GOLD. After deducting the brokerage fee of 0.25 percent of the Offer Price and value added tax (VAT) of 7.00 percent of the brokerage fee, the Net Offer Price is THB 8.4772625 (Eight Point four seven seven two six two five Baht). The Total Net Amount is THB………………………..……...…..……………………… (……………………………………………………………………………………………………………………....………..…) I/We thoroughly examined the terms and conditions contained in the Tender Offer and agree to follow the terms and conditions stated in the Tender Offer document and will not revoke this share selling in any circumstance, except falling in conditions for cancellation stipulated in the Tender Offer document. The last day for the revocation is the 20th business day of the Offer Period which falls on 17 June 2020 during the hours of 9.00 a.m. to 4.00 p.m. I/We hereby appoint Phatra Securities PCL as my proxy to sell, transfer, deliver ordinary shares, arrange the payment procedure as per details below, and process other necessary relevant actions to tender offer acceptance. Share certificate Scripless Share Certificate Brokerage No. No. of shares Name of Registered Shareholder No. (Participant No.) Transfer No. Transfer Date*

Total I/We attach supporting document s as evidence for the acceptance of the Tender Offer which includes the GOLD share certificate with endorsement and/or the document shown the shares transfer of GOLD through TSD into the below account, together with the proof of identity documents of the Offeree. For the shares offered from Account Name Account No. Domestic board บริษัทหลกทรั ัพย ์ ภัทร จํากัด (มหาชน) เพือคาเสนอซํ ือ 006-000000015-7 Foreign board PHATRA SECURITIES PUBLIC COMPANY LIMITED FOR TENDER 006-000000015-7 Receive the Payment: Collect the cheque by myself/ourselves at Phatra Securities PCL Send the cheque via registered post to the address above Transfer to Bank 1. BAY 2. SCB 3. BBL 4.KTB 5. KBANK 6. TMB 7. UOB 8. TBANK 9.KK 10. CIMB Branch ...... Type of Account ...... Account No...... (The name of the account holder must be the same as the name of Offeree stated in the Tender Offer Acceptance Form. Besides, the Offeree must provide either a certified copy of the first page of the savings deposit pass book or a certified copy of the current account pass book). In case where the amount of payment is equal to THB 100,000 or more, please identify the Beneficial Owner* accordingly: In case where the subscriber is a natural person for the Offeree for another (please specify)………………. In case where the subscriber is a juristic person, for a subscriber for another (please specify) ……………….… *Beneficial Owner means a natural person who ultimately owns or controls a customer or has control over relationship between a customer and the financial institution or a person on whose behalf a transaction is being conducted, including those persons who exercise ultimate effective control over a juristic person. I/We hereby certify, represent and warrant that I am/we are the legal and beneficial owner(s) of all ordinary shares offered for sale are free from any mortgage, charge, pledge, encumbrance, liability or third party right (“Encumbrance”) and I/we sell such ordinary shares offered as beneficial owner(s) thereof free from any and all Encumbrances. I/We have read thoroughly and acknowledged Privacy Notice as provided in Kiatnakin Phatra Financial Group website www.kkpfg.com/dataprotection or other websites under Kiatnakin Phatra Financial Group. In case the personal data of any data subject is provided to Kiatnakin Phatra Financial Group by me/us, I/we represent and warrant that I/we have lawful authorization to disclose such personal data for Kiatnakin Phatra Financial Group to use in accordance with the applicable data protection laws. Signed...... Attorney-in-fact Signed...... Offeree (………………………………………….…….… ) (………...………...... ) ------RECEIPT FOR SHARE CERTIFICATE / SCRIPLESS AND TENDER OFFER ACCEPTANCE FORM Date...... Acceptance Form No. ………………………..…………………………….. Phatra Securities PCL has received the Tender Offer Acceptance Form of the Ordinary Shares of Golden Land Property Development Public Company Limited and the following: Share certificate for the total number of ...... shares Scripless for the total number of...... shares from Mr. / Mrs. / Miss / Company / Other (Please specify)...... ………. Receive the Payment: Collect the cheque by myself/ourselves at Phatra Securities PCL Send the cheque via registered post to the address above Transfer to 1. BAY 2. SCB 3. BBL 4.KTB 5. KBANK 6. TMB 7. UOB 8. TBANK 9.KK Branch ...... Type of Account ...... Account No......

Signed ...... Recipient (...... )

Form A-3

Form for Confirmation of Cost of Tendered Shares (For Foreign Juristic Person not carrying business in Thailand)

Date......

To: Frasers Property (Thailand) Public Company Limited (the “Tender Offeror”) and Phatra Securities Public Company Limited (the “Tender Offer Agent”)

With reference to the Tender Offer to purchase ordinary shares of Golden Land Property Development Public Company Limited (“GOLD”) by the Tender Offeror, I/We...... Nationality...... Tax ID. (if any)...... accept to sell ………………………… ordinary shares of GOLD. I/We hereby declare the cost of tendered shares as the evidence for the withholding tax purpose as follow:

Share Certified No. / Transfer Registered Shareholder Cost Slip No. Number of Shares Name (THB/share) (Transfer Date)

Total

I/We hereby attached ______totally ______page(s) as supporting evidence of costs of shares / warrants for withholding tax calculation.

I/We hereby certify that the aforementioned statement is true.

Signed...... Offeree (...... )

Note If the Offeree, Foreign Juristic Person who does not carry on business in Thailand, fails to declare the cost basis or attach the evidence that demonstrates the cost basis, the Tender Offer Agent will determine the amount of withholding tax based on the entire gross amount of the shares sold.9+

Form A-4 POWER OF ATTORNEY FOR TENDER OFFER ACCEPTANCE Affix OF GOLDEN LAND PROPERTY DEVELOPMENT PUBLIC COMPANY LIMITED (“GOLD”) Stamp Duty

Made at Date

By this Power of Attorney, I / We Age Nationality Contact Address (that can be reached via mail)

Postal Code Country Contact Telephone Hereby authorize (Mr. / Miss / Mrs.) Age Nationality Contact Address (that can be reached by mail)

House Registration Address same as above House Registration Address different from above (Please specify) House Registration Address

Postal Code Country Contact Telephone to act as my/our attorney to

Sell, transfer and submit the shares of GOLD through the Tender Offer Agent Collect the proceeds from the sale of shares of GOLD as payment due to acceptance of tender offer

Through Phatra Securities Public Company Limited, and to be authorized to do and to execute all such other matters in connection with the aforesaid mentioned on my/our behalf until its completion. All acts taken by my/our attorney-in-fact under this Power of Attorney shall be deemed to be taken by myself / ourselves in every respect. In witness whereof, I / We have executed and affixed with company seal (if any).

Grantor ( )

Attorney-in-fact ( )

Witness ( )

Witness ( ) Notes: 1. A power of attorney executed with 10-THB stamp duty affixed in case of authorizing to perform the submission of Tender Offer Acceptance Form for of the Ordinary Shares or receiving a cheque for the payment of ordinary shares only, or 30-THB stamp duty affixed in case of authorizing to perform both the submission of Tender Offer Acceptance Form of the Ordinary Shares and receiving a cheque for the payment of ordinary shares 2. The grantor is required to attach the following documents with certified true copies of the authorized representatives(s): a. Certified true copies of ID card (Thai Individual) or b. Certified true copies of Company Registration and Company Certification (Thai Juristic Person) or c. Certified true copies of passport or alien certificate (Foreign Individual) 3. The attorney-in-fact is required to attach the following documents with certified true copies of the authorized representatives(s): a. Certified true copies of ID card (Thai Individual) or b. Certified true copies of Company Registration and Company Certification (Thai Juristic Person) or c. Certified true copies of passport or alien certificate (Foreign Individual) 4. In case that the grantor and/or attorney-in-fact is foreign juristic person the true copies of corporate affidavit, certificate of Incorporation, passport or alien certificate must be certified by the notary public officer and Thai embassy or Thai consulate in the country where the documents were prepared not more than six months prior to the last day of the Offer Period.

Attachment 2 Tender Offer Cancellation Procedures and Forms

B-1 Tender Offer Cancellation Procedures of the Ordinary Shares of Golden Land Property Development Public Company Limited B-2 Tender Offer Cancellation Form of the Ordinary Shares of Golden Land Property Development Public Company Limited B-3 Power of Attorney (For the Tender Offer Cancellation) of Golden Land Property Development Public Company Limited

Form B-1

Tender Offer Cancellation Procedures of the Ordinary Shares of Golden Land Property Development Public Company Limited (“GOLD”) Shareholder of GOLD NVDR holders of GOLD

1. Complete the Tender Offer Cancellation Form of GOLD (Form B-2) and attach receipt of share transfer/ Share transfer through securities depository/ Tender Offer Acceptance Form. 2. In case the Offeree has shares deposited under issuer account no. 600, complete the form “Securities transfer to/from issuer account with participant” (“TSD-403”), together with one set of identification documents of securities holder, according to the type of person indicating in page 2 of TSD-403.

3. Enclose the following certified document(s) (In case of share certificate, please attached 1 extra certified copy of identification document) 1. For Thai individual 1.1. A certified true copy of valid Identification Card; or 1.2. A certified true copy of valid civil servant identification card or state enterprise employee identification card that shows 13-digit identification number 2. For Foreign individual 2.1. A certified true copy of valid Alien Certificate or passport 3. For Thai juristic person 3.1. A certified true copy of the affidavit issued by the Ministry of Commerce (the “MOC”) not more than 6 months prior to the last day of the Offer Period, certified by authorized signatory(ies), and affixed with company seal (if any), of the juristic person; and 3.2. A certified true copy of documents specified in 1) or 2) (as the case may be) of the authorized directors who certified the Tender Offer Cancellation and the document specified in 3.1 4. For Foreign juristic 4.1. A certified true copy of the certificate of incorporation and corporate affidavit issued by the officer of the juristic person or the government authority of the county in which the juristic person is located, certifying the name of juristic person, the authorized person(s), the location of head office and power or conditions of signing authorization and issued, not more than 6 months prior to the last day of the Offer Period, certified by authorized signatory(ies), and affixed with company seal (if any), of the juristic person; and 4.2 A copy of documents specified in 1) or 2) (as the case may be) of authorized directors who certified the Tender Offer Cancellation and the document specified in 4.1. Each copy of the certified documents specified in 4.1 and 4.2 must be certified by the Notary Public officer and then authenticated by an official of the Thai Embassy or the Thai Consulate, in the country of issuance or certification thereof, all of which is issued not more than 6 months prior to the last day of the Offer Period. 5. Please enclose the transfer fee of THB 20 per transaction in cash (for scripless shares) Additional documents required in case where the Offeree is represented by an authorized representative 1. Original copy of Power of Attorney affixed with THB 10 of duty stamp (Form B-3) 2. Copies of documents proof of identify of the grantor and attorney-in-fact as specified in 1) or 2) or 3) or 4) (as the case may be) Note: 1. The Tender Offer Agent will return shares to the Offeree making a cancellation in the form in which such shares were tendered (Share certificates or scripless shares), the Offeree cannot request for a change in the form of shares. For scripless share, the account of the transferee must be under the same name as the Offeree who makes a cancellation. For the scripless shares, there is share transfer fee of THB 20 per transaction. 2. In the cancellation, the Offeree is required to cancel the total amount of shares intention to sell as specified in each Tender Offer Acceptance Form.

Kindly submit all documents within the first 20 business days of the Offer Period to Operations Department Phatra Securities Public Company Limited 6th Floor, Muang Thai-Phatra Office Tower 1, 252/6 Ratchadapisek Road, Huaykwang, Bangkok 10310 Telephone: 02-165-5555 Press 2 and 4, Information inquiry available daily from 8.00 a.m. to 6.00 p.m. “Those who want to cancel the intention to sell ordinary shares/ NVDR shall submit cancellation form only to Tender Offer Agent” “The Tender Offer Agent will not accept documents sent by post”

Form B-2 TENDER OFFER CANCELLATION FORM OF THE ORDINARY SHARES OF GOLDEN LAND PROPERTY DEVELOPMENT PUBLIC COMPANY LIMITED (“GOLD”). Date ...... Cancellation Form No...... To Frasers Property (Thailand) Public Company Limited as the “Tender Offeror” and Phatra Securities Public Company Limited as the “Tender Offer Agent”

I/We (“Offeree”) (Mr./Mrs./Miss/Company/Other (Please specify))……………………………………...... Nationality...... …. Contact Address (that can be reached via mail)...... Soi...... …Road...... … Tambon/Sub-district...... Amphur/District...... Province...... Postal Code……………………..……………...... Country…………………….……………..……....……… …...... Contact Telephone………..……………………………….... Address on ID Card/House Registration/Company Registration Same as postal address Different from postal address (Please specify) House Registration Address ...... Soi...... Road...... Tambon/Sub-district...... Amphur/District...... Provincece...... Country...... Postal Code...... Current residence Same as postal address Same as Address on ID Card/House Registration/Company Registration Others (Please specify) House Registration Address ...... Soi...... Road...... Tambon/Sub-district...... Amphur/District...... Province...... Country...... Postal Code......

Hereby would like to cancel the offer to sell ordinary shares of GOLD subject to the terms and conditions stated in the Tender Offer document. Ordinary shares of GOLD Amount……………………………………….Shares Non-Voting Depository Receipt (“NVDR”) of GOLD Amount……………………………………….Units

I/We submitted the Tender Offer Acceptance of the Ordinary Shares of GOLD dated...... Acceptance Form no......

I/We would like to receive shares or NVDR of GOLD by: Scripless or NVDR: Transfer through Thailand Securities Depository by transferring to the following account Name /Securities Company of transferee...... Membership No. / Securities Company of transferee...... Account Name of transferee...... Account No. of transferee...... Share certificate collectable at Phatra Securities Public Company Limited on one business day following the date of submission of the Tender Offer Cancellation Form (Only applicable if the offeree offer to sell with the share certificate submitted) I/We, herewith, attached 20 THB for securities transferring fee. Phatra Securities PCL will transfer shares to the securities trading account specified above or will return the share certificateto the Offerree on the following business day after the date of submission of the Tender Offer Cancellation by the Offeree or the Attorney-in-fact I/We hereby agree to accept the cancellation terms and conditions stated above and agree to comply with the terms and conditions stated in the Tender Offer documents. I/We have read thoroughly and acknowledged Privacy Notice as provided in Kiatnakin Phatra Financial Group website www.kkpfg.com/dataprotection or other websites under Kiatnakin Phatra Financial Group. In case the personal data of any data subject is provided to Kiatnakin Phatra Financial Group by me/us, I/we represent and warrant that I/we have lawful authorization to disclose such personal data for Kiatnakin Phatra Financial Group to use in accordance with the applicable data protection laws. Signed ...... The Attorney-in-fact Signed ...... (person making the cancellation) (…………………………….………………. ) (...... ) RECEIPT FOR TENDER OFFER CANCELLATION FORM OF GOLDEN LAND PROPERTY DEVELOPMENT PUBLIC COMPANY LIMITED Date ...... Cancellation Form No...... Phatra Securities PCL, as a Tender Offer Agent, has received the Tender Offer Cancellation Form of the ordinary shares of Golden Land Property Development Public Company Limited (“GOLD”) with the following details: Ordinary shares of GOLD Amount……………………………………….Shares Non-Voting Depository Receipt (“NVDR”) of GOLD Amount……………………………………….Units From (Mr./Mrs./Miss/Company/Other (Please specify))...... attached with Acceptance Form No...... Transfer fee of THB 20 The cancelled securities will be transferred back by Scripless or NVDR: Transfer through Thailand Securities Depository by transferring to the following account Name /Securities Company of transferee...... Membership No. / Securities Company of transferee...... Account Name of transferee...... Account No. of transferee...... Share certificate collectable at Phatra Securities Public Company Limited on one business day following the date of submission of the Tender Offer Cancellation Form (Only applicable if the Offeree offer to sell with the share certificate submitted) Phatra Securities PCL will transfer shares to the mentioned account on the following business day after the date of submission of the Tender Offer Cancellation Form. Signed ...... Recipient (...... )

Form B-3 POWER OF ATTORNEY FOR THE TENDER OFFER CANCELLATION Affix OF Golden Land Property Development Public Company Limited (“GOLD”) Stamp Duty Made at Date

By this Power of Attorney, I / We Age Nationality Contact Address (that can be reached via mail)

Postal Code Country Contact Telephone

Hereby authorize (Mr. / Miss / Mrs.) Age Nationality Contact Address (that can be reached by mail)

House Registration Address same as above House Registration Address different from above (Please specify) House Registration Address

Postal Code Country Contact Telephone (the “Attorney-in-fact”) to act on my/our behalf to cancel my/our intention to sell my/our

Ordinary shares of GOLD Amount Shares

Non-Voting Depository Receipt (“NVDR”) of GOLD Amount Units to Frasers Property (Thailand) Public Company Limited (the “Tender Offeror”), and to be authorized to do and to execute all such other matters in connection with the aforesaid mentioned on my/our behalf until its completion. All acts taken by my/our attorney-in-fact under this Power of Attorney shall be deemed to be taken by myself / ourselves in every respect.

Grantor ( )

Attorney-in-fact ( )

Witness ( )

Witness ( ) Notes: 1. A power of attorney executed with 10-THB stamp duty 2. The grantor is required to attach the following documents with certified true copies of the authorized representatives(s): a. Certified true copies of ID card (Thai Individual) or b. Certified true copies of Company Registration and Company Certification (Thai Juristic Person) or c. Certified true copies of passport or alien certificate (Foreign Individual) 3. The attorney-in-fact is required to attach the following documents with certified true copies of the authorized representatives(s): a. Certified true copies of ID card (Thai Individual) or b. Certified true copies of Company Registration and Company Certification (Thai Juristic Person) or c. Certified true copies of passport or alien certificate (Foreign Individual) 4. In case that the grantor and/or attorney-in-fact is foreign juristic person the true copies of corporate affidavit, certificate of Incorporation, passport or alien certificate must be certified by the notary public officer and Thai embassy or Thai consulate in the country where the documents were prepared not more than six months prior to the last day of the Offer Period.

Attachment 3 Tender Offer Acceptance Procedures and Forms for Non-Voting Depository Receipt (NVDR)

C-1 Tender Offer Acceptance Procedures for NVDR C-2 Tender Offer Acceptance Form for NVDR C-3 Confirmation of Securities Cost Form for NVDR C-4 Power of Attorney for the Tender Offer Acceptance for NVDR

Form C-1 Tender Offer Acceptance Procedure for NVDRs

NVDR Holder of Golden Land Property Development Public Company Limited (“GOLD”)

1. Complete the Tender Offer Acceptance Forms for NVDR (Form C-2)

2. Advise your broker to transfer the Scripless NVDR units to the following account “Phatra Securities Public Company Limited for Tender” Account Number 006-000000015-7

3. Enclose the evidence of transferring NVDR as specified in (Form C-1)

4. Enclose the following supporting documents with certified as true copy, as the case may be: 1) Thai Individual – A certified copy of a valid ID Card that has not expired or – A certified copy of a valid Civil Servant ID Card or a copy of a valid State Enterprise Employee Card that contains 13-digit ID numbers that has not expired 2) Foreign Individual – A certified copy of a valid passport or a copy of a valid alien certificate that has not expired 3) Thai Juristic Perosn 3.1) A copy of a Company Affidavit, issued by the Ministry of Commerce no longer than 6 months prior to the last day of the Offer Period, certified as true copy by authorized signatory(ies), and affixed with company seal (if any) and 3.2) A copy of documents specified in 1) or 2) (as the case may be) of the authorized signatory(ies) who sign(s) and certify(ies) true copy of document in 3.1) above 4) Foreign Juristic Perosn 4.1) A copy of a Certificate of Incorporation (the Company Affidavit) issued by the officer of the juristic person or the government authority of the country in which the juristic person is established, certifying the name of the juristic person, the name of authorized signatory, the location of the head office and conditions of signing authorization (issued not exceeding 6 months prior to the submission date) certified as true copy by the authorized directors of the juristic person together with the company seal 4.2) Documents stated in 1) or 2) of the authorized director(s) who sign(s) and certify(s) true copy of document in 4.1) above Documents specified in 4.1) and 4.2) must be certified by the Notary Public and Royal Thai embassy or Royal Thai consulate in the country where the documents were prepared and all documents which are issued no longer than 6 months prior to last day of the Offer Period 5) Where the Offeree is a foreign juristic person not conducting business in Thailand and is domiciled in a country that does not have a double taxation treaty with Thailand or is domiciled in a country that has a double taxation treaty with Thailand but such treaty does not exempt any withholding tax on capital gain on sales of shares in Thailand, the Offeree has to declare cost basis of shares by completing and submitting the Form for Declaration of Cost of Tendered Shares (Form C-3). If the Offeree fails to declare the cost basis together with evidence that demonstates the cost basis, the Tender Offer Agent will determine the amount of withholding tax based on the entire gross amount of the shares sold. In case of security holder’s authorized representative 1. Power of Attorney affixed with Baht 10 or Baht 30 stamp duty (as the case may be) (Form C-4) 2. Certified as true copy of identification document of the attorney-in-fact and security holder as specified above

5. Kindly submit all documents to: Operations, Phatra Securities Public Company Limited 6/F Muang Thai-Phatra Office Tower 1, 252/6 Ratchadapisek Road, Huaykwang, Bangkok 10310, Thailand Telephone: 0-2165-5555 press 2, then press 4 respectively Information inquiry available daily during 8.00 a.m. – 6.00 p.m. Or send to your broker that you have the trading account and deposited the security to compile the necessary documents before submitting them to Phatra Securities “All NVDR holders, please submit the Tender Offer Acceptance Form at least 2 business day before the last tender offer date” “The tender offer agent will not accept documents sent by post”

Form C-1 Map of Phatra Securities Public Company Limited

Form C-2 Tender Offer Acceptance Form for NVDR (to sell NVDRs of Golden Land Property Development Public Company Limited) Date...... Acceptance Form No...... To Frasers Property (Thailand) Public Company Limited (“FPT”) as the “Tender Offeror” and Phatra Securities Public Company Limited as the “Tender Offer Agent” I/We (“Offeree”) (Mr./Mrs./Miss/Company/Other (Please specify))…………………………...... Nationality...... …. Contact Address (that can be reached via mail)...... Soi...... …Road...... … Tambon/Sub-district ...... Amphur/District …………...... Province ...... Postal Code……………………...... CoCode……………………...... Country……………………………………Contact Telephone……………………………………………………………………. card/ccard/HouseH Registration Address same as above House Registration Address different from above (Please specify) Address...... Soi...... Road...... Tambon/Sub-district ...... ………………. Amphur/District…………...... Province...... Amphur/District…………...... Province...... Postal CodeCode……………….………………. CCountryountry………………….…………………. Contact TelephonTelephonee………………………..………… t from the address appears in personal ID card/House Registration Address (Please specify) Address...... Soi...... Road...... Tambon/Sub-district ...... Amphur/District…………...... Province ...... Postal Code………………………….Count.... ry………………..……………………………………………………………...... Date of Birth (Date of Registration as a Juristic Person)...... Occcupation/Business Type ……………………………..……………….. Office Address (Name and Address) ……………………….……………………………………………………………………………………… ...... In case of a foreigner (Please specify Address in the country of citizenship) ………………………………...... Address in Thailand...... Source of income from ...... Source of payment (can select more than 1 option): Natural person - ...... Juristic person (Please specify)……………………….…………Tax Payer ID……………………………. Please specify type of the Offeree of Golden Land Property Development (“GOLD”): Thai Individual ID /Civil Servant Identification/State Enterprise Employee Card No……..…………………...... Foreign Individual Alien Certificate/ Passport No………………………………………………………………………..………… Thai Juristic Person Registration No……………………………………………………………………………………………. Foreign Juristic Person who engages in business in Thailand Certificate of Incorporation No…………………………………………...………… Foreign Juristic Person who does not engage in business in Thailand Certificate of Incorporation No………………………………………..…………… I/We accept to sell ……………...... ……..…… (………...... ……..…...... ……………………..) of NVDRs representing ordinary shares of Golden Land Property Development Public Company Limited at the Offer Price of THB 8.50 (Eight point five THB), after deducting the Tender Offer Agent fee of 0.25% of the Offer Price and value added tax (VAT) of 7% of the brokerage fee. The Net Offer Price is THB 8.4772625 (Eight point four seven seven two six two five THB) per share. The Total Net Amount is THB …………………………………………. (………...... ……..…...... ……………………..) I/We thoroughly examined the terms and conditions contained in the Tender Offer and agree to follow the terms and conditions stated in the Tender Offer document and will not revoke this share selling in any circumstance, except falling in conditions for cancellation stipulated in the Tender Offer document. The last day for the revocation is the day 20th of the Offer Period which falls on 17 June 2020 during the hours of 9.00 a.m. to 4.00 p.m. I/We hereby appoint Phatra Securities PCL as my proxy to sell, transfer, deliver NVDRs, arrange the payment procedure and process other necessary relevant to tender offer. Transfer Scripless NVDR Transfer from TSD Participant No. Transfer Slip No. TSD Transfer Date No. of NVDRs

Total I/We attach evidence of transfer of the NVDRs through Thailand Securities Depository Company Limited (the “TSD”) to account "PHATRA SECURITIES PUBLIC COMPANY LIMITED FOR TENDER" Account No. 006-000000015-7 and proof of identity in respect of the Offeree or proof of registered company (for juristic person) as set out in the Tender Offer Acceptance Procedure. Receive the Payment: Collect the cheque by myself/ourselves at Phatra Securities PCL Send the cheque via registered post to the addressess abovabovee Transfer to Bank 1. BAY 2. SCB 3. BBL 4.KTB 5. KBANK 6. TMB 7. UOB 8. TBANK 9.KK Branch ...... Type of Account ...... Account No...... (The name of the account holder must be the same as the name of Offeree stated in the Tender Offer Acceptance Form. Besides, the Offeree must provide either a certified copy of the first page of the savings deposit pass book or a certified copy of the current account statement). I/We hereby certify that all NVDRs offered for sale are free from any encumbrance. I/We hereby certify, represent and warrant that I am/we are the legal and beneficial owner(s) of all NVDRs offered for sale are free from any mortgage, charge, pledge, encumbrance, liability or third party right (“Encumbrance”) and I/we sell such NVDRs offered as beneficial owner(s) thereof free from any and all Encumbrances. I/We have read thoroughly and acknowledged Privacy Notice as provided in Kiatnakin Phatra Financial Group website www.kkpfg.com/dataprotection or other websites under Kiatnakin Phatra Financial Group. In case the personal data of any data subject is provided to Kiatnakin Phatra Financial Group by me/us, I/we represent and warrant that I/we have lawful authorization to disclose such personal data for Kiatnakin Phatra Financial Group to use in accordance with the applicable data protection laws.

Signed...... Attorney-in-fact Signed...... Offeree (………………………………………….…….… ) (………...………...... ) ------Receipt of Transfer of Scripless NVDR and Tender Offer Acceptance Form Date...... Acceptance Form No. ……………………………….. Phatra Securities PCL has received the Tender Offer Acceptance Form to purchase NVDRs of the Ordinary Shares of Golden Land Property Development Public Company Limited and the Transfer of Scripless NVDR with the document to transfer NVDRs totaling…………………………………………...units of NVDR from Mr. / Mrs / Miss / Company / Other (Please specify)...... ………. Receive the Payment: Collect the cheque by myself/ourselves at Phatra Securities PCL Send the cheque via registered post to the address above Transfer to Bank 1. BAY 2. SCB 3. BBL 4.KTB 5. KBANK 6. TMB 7. UOB 8. TBANK 9.KK Branch ...... Type of Account ...... Account No......

Signed ...... Recipient (...... )

Form C-3

Confirmation of Securites Cost Form for NVDR (For Foreign Juristic Person not carrying business in Thailand)

Date......

To: Frasers Property (Thailand) Public Company Limited (“FPT” or the “Tender Offeror”) and Phatra Securities Public Company Limited (the “Tender Offer Agent”)

With reference to the Tender Offer to purchase NVDR of Golden Land Property Development Public Company Limited by the Tender Offeror, I/We...... Nationality...... Tax Identification No. (if any) ...... accept to sell ………...... …………..…… of NVDRs representing ordinary shares of Golden Land Property Development Public Company Limited, subject to the Tender Offer by Frasers Property (Thailand) Public Company Limited. I/We hereby declare the cost of tendered shares as the evidence for the withholding tax purpose as follow:

NVDR certification No. / Transfer Slip No. Cost per unit No. of NVDR (Transfer date) (THB)

Total

I/We hereby certify that the aforementioned statement is true.

Signed...... Offeree (...... )

Note If the Offeree, Foreign Juristic Person does not engage in business in Thailand, fails to declare the cost basis or attach the evidence that demonstates the cost basis, the Tender Offer Agent will determine the amount of withholding tax based on the gross amount of the shares sold.

Form C-4

POWER OF ATTORNEY Stamp Duty For Tender Offer Acceptance – NVDR Affixed

Made at Date

I / We Age Nationality ID Card No. / Passport No Resides at (address that can be reached by mail)

Postal Code Country Hold(s) units of NVDR of Golden Land Property Development Public Company Limited (“GOLD”) hereby authorize (Mr. / Miss / Mrs.) Age Nationality ID Card No. / Passport No. Resides at (address that can be reached by mail)

House Registration Address House Registration Address same as above House Registration Address different from above (Please specify) House Registration Address Postal Code Country to act as my/our attorney to Sell, transfer, endorse and deliver such securities of GOLD through the Tender Offer Agent Receive cheque at Phatra Securities Public Company Limited in person as payment due to acceptance of tender offer (for the case where I/We choose to collect the cheque in person) , and to be authorized to do and execute all such other matters in connection with the aforesaid mentioned on my/our behalf until its completion. Any act taken by my/our attorney-in-fact shall be deemed to be taken by myself/ourselves in every respect.

Grantor ( )

Attorney-in-fact ( )

Witness ( )

Witness ( ) Notes: 5. A power of attorney executed with 10-THB stamp duty affixed in case of authorizing to perform the submission of Tender Offer Acceptance Form for of the Ordinary Shares or receiving a cheque for the payment of ordinary shares only, or 30-THB stamp duty affixed in case of authorizing to perform both the submission of Tender Offer Acceptance Form of the Ordinary Shares and receiving a cheque for the payment of ordinary shares 6. The grantor is required to attach the following documents with certified true copies of the authorized representatives(s): a. Certified true copies of ID card (Thai Individual) or b. Certified true copies of Company Registration and Company Certification (Thai Juristic Person) or c. Certified true copies of passport or alien certificate (Foreign Individual) 7. The attorney-in-fact is required to attach the following documents with certified true copies of the authorized representatives(s): a. Certified true copies of ID card (Thai Individual) or b. Certified true copies of Company Registration and Company Certification (Thai Juristic Person) or c. Certified true copies of passport or alien certificate (Foreign Individual) 8. In case that the grantor and/or attorney-in-fact is foreign juristic person the true copies of corporate affidavit, certificate of Incorporation, passport or alien certificate must be certified by the notary public officer and Thai embassy or Thai consulate in the country where the documents were prepared not more than six months prior to the last day of the tender offer period.

Form C-4

Attachment 4 Form D TSD-301 Request Form for Rectifying Items in the Security Holder Records

Summary Details of Apprisal Reports of GOLD’s Land and Buildings

Attachment 5 Form E TSD-403 Securities Transfer to/from Issuer Account with Participant

Summary Details of Apprisal Reports of GOLD’s Land and Buildings

Attachment 6 Summary Details of Apprisal Reports of GOLD’s Land and Buildings

Summary Details of Apprisal Reports of GOLD’s Land and Buildings

Summary Details of Apprisal Reports of GOLD’s Land and Buildings 1. FYI Center Project

1.1. FYI Center Project – Office Building Item Assumption Valuation Method Income Method Projection period 31 March 2020 – 28 February 2047 Office space: 46,753 sq. m Net Leasable Area Retail space : 3,711 sq. m

Year 1: 93% Office occupancy rate Year 2 onwards: 92%

Office rental rate (THB/sq. m/month) 800 and increasing by 3.5% per annum

Year 1: 84%

Retail occupancy rate Year 2: 90%

Year 3 onwards: 95%

Retail rental rate (THB/sq. m/month) 1,000 and increasing by 5.0% per annum Other income 3% of total revenue

Administrative expense THB 67,000,000 per year increasing by 3% per annum

Sale and marketing expense 2.5% of total revenue

Repair and maintenance expense 3.0% of total revenue

FF&E Reserve 3.5% of total revenue

Land lease expense Based on lease agreement

Discount Rate 9.5%

Net present value of the asset (THB) 5,207,555,091

Or approximately (THB) 5,208,000,000

1.2. FYI Center Project – Modena by Fraser Hotel

Item Assumption Valuation Method Income Method Projection period 31 March 2020 – 28 February 2047 Number of rooms 239 rooms

THB 1,650 /room/night, increasing to THB 2,100 /room/per

Room Rate night by Year 3, and increasing by 3.5% per annum after Year 3 onwards

Occupancy rate Year 1: 80%, Year 2: 82%, Year 3 onwards: 85%

Food & beverage, telephone and other revenue THB 265 /room/night and increasing by 3.0% per annum

Operating cost per room THB 360 /room/night and increasing by 3.0 % per annum

Food & beverage, telephone and other cost 53.77% of food & beverage, telephone and other revenue

Executive expense 1.5% of total revenue

FF&E Reserve 3.5% of total revenue

Appendix 6, Page 1 Appendix 6, Page 1

Summary Details of Apprisal Reports of GOLD’s Land and Buildings

Item Assumption Discount Rate 10% Net present value of the asset (THB) 878,820,211

Or approximately (THB) 879,000,000

2. Goldenland Building Project

Item Assumption Valuation Method Income Method Projection period 31 March 2020– 31 August 2022 Office leasable area (sq. m) 11,231.28

Office occupancy rate Year 1-4 : 82%

Office rental rate (THB/sq. m/month) THB 600 and increasing by 4.0% per annum

Other income 5% of rental income

Common area operating expense THB 75,000,000 per year increasing by 3% per annum

Sale and marketing expense 2.0% of total revenue

Repair and maintenance expense 2.5% of total revenue

Tax expense 12.50% from 50% of rental income

FF&E Reserve 3.0% of total revenue

Land lease expense Based on lease agreement Discount Rate 20%

Net present value of the asset (THB) 103,070,011 Or approximately (THB) 103,000,000

3. Samyan Mitrtown Project x Part 1: Retail & Convention Hall

x Item Assumption Valuation Method Income Method Projection period 31 March 2020 – 9 June 2049 Retail space: 30,343 sq. m Net Leasable Area Convention hall : 2,162 sq. m Retail space: THB 1,150 /sq, m/month Rental Rate Convention hall: THB 19,700,000 per year Retail space: 5% per annum Rental rate growth Convention hall: 3% per annum Occupancy rate Retail space: Year 1: 53%, Year 2: 96%, Year 3 onwards: 95% Parking fee: THB 4.5 million per year, increasing by 3% per

Other revenue annum Others: 3.0% of rental revenue

Administrative expense THB 93,000,000 per year increasing by 3% per annum

Sales and marketing expense 3.0% of total revenue

Appendix 6, Page 2 Appendix 6, Page 2

Summary Details of Apprisal Reports of GOLD’s Land and Buildings

Item Assumption Repair and maintenance expense 3.5% of total revenue FF&E Reserve 4.0% of total revenue

Discount Rate 10% Net present value of the asset (THB) 3, 592,000,000

x Part 2 : Office Space for Lease

x Item Assumption Valuation Method Income Method Projection period 31 March 2020 – 9 June 2049 Office: 48,224 sq. m Net Leasable Area Storage space: 244 sq. m Office: THB 848 /sq. m/month Rental Rate Storage space: THB 414 /sq. m/month Rental rate growth 3% per annum Office: Year 1: 71%, Year 2: 76%, Year 3: 80%, Year 4

Occupancy rate onwards: 92% Storage space: Year 1-2: 97%, Year 3 onwards: 95%

Other revenue 1.5% of rental revenue Administrative expense 60,000,000 per year increasing by 3% per annum

Sales and marketing expense 3.0% of total revenue

Repair and maintenance expense 3.5% of total revenue

FF&E Reserve 4.0% of total revenue

Discount Rate 10% Net present value of the asset (THB) 3,557,000,000

x Part 3 : Residential Condominium

x Item Assumption Valuation Method Residual Method Projection period 31 March 2020 – 9 June 2049 Net Salable Area 19,034 sq. m

Average sale price THB 140,000 sq. m Year 1: 19% of total area

Proportion of units sold each year Year 2: 41% of total area

Year 3: 40% of total area

Sales and marketing expense 3.5% of total revenue

Transfer fee and taxes 1.0% of total revenue Net present value of the asset (THB) 846,000,000

Appendix 6, Page 3

Summary Details of Apprisal Reports of GOLD’s Land and Buildings

x Part 4 : Hotel

x Item Assumption Valuation Method Income Method Projection period 31 March 2020 – 9 June 2049 Number of rooms 112 rooms 1,950 room/night and increasing by 10% in Year 1, 7% in Room Rate / Year 2, and 3.5% per annum in Year 3 onwards / Occupancy rate Year 1: 40%, Year 2: 70%, Year 3 onwards: 80% Food & beverage, telephone and other revenue THB 400 /room/night and increasing by3.0% per annum

Operating cost per room THB 290 /room/night and increasing by3.0% per annum / Food & beverage, telephone and other cost 51.9% of food & beverage, telephone and other revenue / Administrative, sales and mareking, and maintenance costs THB 21,870,800 per year and increasing by3.0% per annum

Executive expense 2.0% of total revenue

FF&E Reserve 3.0% of total revenue

Discount Rate 11% Net present value of the asset (THB) 403,000,000

x Part 5 : Net Present Value of Lease Payments

x Item Assumption Projection period 31 March 2020 – 9 June 2049 Land lease expense Based on lease agreement

Discount Rate 10% Net present value of lease payments per agreement (THB) 1,087,825,212

x Summary of Samyan Mitrtown Project Value

x Item Assumption Part 1 : Retail space and convention hall 3,592,000,000 Part 2 : Office space for lease 3,557,000,000 : Part 3 : Residential condoinium 846,000,000 : Part 4 : Hotel area 403,000,000 : Net present value of the asset (THB) 8,398,000,000 : Less: Present value of all lease expenses 1,087,825,212

Summary of Samyan Mitrtown Project Value 7,310,174,788

Or approximately (THB) 7,310,000,000

4. The Ascott Bangkok and Sky Villa 1.1. The Ascott Bangkok Land x Examples of Details of Comparable Lands x

Appendix 6, Page 4

Summary Details of Apprisal Reports of GOLD’s Land and Buildings

Item Appraised asset Comparable 1 Comparable 2 Comparable 3 South Sathorn Rd.

Location South Sathorn Rd. (Near Australian Silom Rd. Rama IV Rd. Embassy)

Size (sq. wah) 1,766,10 3,182.00 1,396.00 625.00 Price (THB/sq. wah) 1,450,000 1,428,000 1,200,000

Transaction time December 2017 October 2015 Year-end 2016

Time adjustment (THB/sq. wah) 101,500 385,560 144,000

Preliminary price (THB/rai) 1,551,500 1,813,560 1,344,000

Adjustment items

Location

- Location and nearby areas 7% (5)% 12%

Adjustment from land feature

- Land size 2% 0% (2)%

- Land shape 0% 0% 3%

- Front area 0% (1)% (2)% - - Future potential 0% 0% 0% Legal limitation 0% 0% 15% Total 9% (6)% 26% Adjusted price (THB/rai) 1,691,135 1,704,746 1,693,440

x Present value of land

x Item Assumption Valuation method Comparative Method Size (sq. wah) 1,766.10 1,700,000 (Based on historical prices of nearby lands

Price (THB/rai) adjusted for location, land features, for legal and other enforcement on the land) Present value of land (THB) 3,002,370,000

x Present value of land as at end of lease period

x Item Assumption Present value of land (THB) 3,002,370,000 Valuation period (remaining lease) 43.512 years

Growth rate of land price 7% per annum

Land value as at end of lease period (THB) 15,982,162,303

Discount Rate 7% Present value of land as at end of lease period (THB) 76,278,194

Appendix 6, Page 5

Summary Details of Apprisal Reports of GOLD’s Land and Buildings

x Value of Rental Revenue per Lease Contract

x Item Assumption Valuation method Income Method Valuation period (remaining lease) 44.178 years

Land lease expense Based on lease agreement

Tax expense 12.50% from 50% of land lease revenue

Discount Rate 7%

Net present value of the asset (THB) 70,990,375

x Valuation Summary

x Item Assumption Present value of land as at end of lease period (THB) 871,099,725 Present value of rental revenues per lease contract (THB) 76,278,194

Net present value of the asset (THB) 947,377,918

Or approximately (THB) 947,000,000

1.2. The Ascott Bangkok Hotel

Item Assumption Valuation method Income Method Projection period 43.512 years Number of rooms 177 rooms

Average occupancy rate Year 1: 35%, Year 2: 70%, Year 3 onwards: 85%

THB 2,750 /room/night and increasing by 10% in Year 1, 7% in Average room rate Year 2, and 3.50% per annum in Year 3 onwards / Commecial area for lease (sq. m) 4,338.79

Commercial area occupancy rate 95%

THB 320 and increasing by 15% in Year 1, and 10% every 3 Commercial area rental rate (THB/sq. m/month) years from Year 2 onwards Executive expense 2% of total revenue FF&E Reserve 3.5% of total revenue

Discount Rate 10%

Net present value of the asset (THB) 1, 111,082,738 Or approximately (THB) 1,111,000,000

1.3. Sky Villa x Examples of Details of Comparable Lands x รายการ Appraised asset Comparable 1 Comparable 2 Comparable 3 Location Sky Villa Sky Villa Sky Villa Sky Villa รายการ Appendix 6, Page 6 Appendix 6, Page 6

Summary Details of Apprisal Reports of GOLD’s Land and Buildings

รายการ Appraised asset Comparable 1 Comparable 2 Comparable 3 Number of floors 30 30 30 28 รายการ Size (sq. wah) 193.89 125.0 197.3 102.0

Remaining lease (years) 44.0849 43.419 43.419 43.419

Preliminary sale price (THB/sq. m) 92,000 87,633 98,039

Adjustment items

Based on land features

- Room size (10)% 0% (15)%

- Asset condition (5)% (5)% (5)%

- Views 8% 5% 5% -Total (7)% 0% (15)%

Adjusted price (THB/rai) 69,750 70,000 69,700

x Present Value of the Asset

x Item Assumption Valuation method Comparative Method Room 1 – Floor 30

Area size (sq. m) 193.89 70,000 (Based on historical prices of nearby lands adjusted

Price (THB/sq. m) for location, land features, for legal and other enforcement on the land)

Present value of the asset 13,572,300 Room 2 – Floor 31

Area size (sq. m) 193.89 70,000 (Based on historical prices of nearby lands adjusted

Price (THB/sq. m) for location, land features, for legal and other enforcement on the land)

Present value of the asset 13,572,300 Room 3 – Floor 34

Area size (sq. m) 405.87 85,000 (Based on historical prices of nearby lands adjusted

Price (THB/sq. m) for location, land features, for legal and other enforcement on the land)

Present value of the asset 34,498,950 Net present value of the asset (THB) 61, 837,440 Or approximately (THB) 61,800,000

5. Panorama Golf and Country Club Project x Part 1 : Golf Course x Item Assumption Appendix 6, Page 7 Appendix 6, Page 7

Summary Details of Apprisal Reports of GOLD’s Land and Buildings

Item Assumption Valuation method Income Method Projection period 11 years including terminal value Members per year 3,336 Guests per year 10,008 Visitors per year 7,519 and increasing by 3% per annum Agency and tourists per year 16,166 and increasing by 3% per annum THB 700 for working day and THB 900 for weekend, Guest green fee increasing by 10% every 3 years THB 1,400 for working day and THB 1,800 for weekend, Visitor green fee increasing by10% every 3 years THB 1,150 for working day and THB 1,350 for weekend, Agency and tourists green fee increasing by10% every 3 years Caddy Fee THB 270 /and increasing by 5% every 2 years Golf cart rental revenue THB 420 per golfer, increasing by 5% every 2 years

Food and Beverage revenue THB 405 and increasing by 3% per annum

Green fee cost 10% of green fee revenue

Caddy fee cost 90% of caddy fee revenue

Golf cart rental cost 40% of cart rental revenue

Food cost 50% of food & beverage revenue

Employee expenses THB 7,500,000 per year and increasing 3% per annum

Golf course maintenance 18% of green fee revenue

Project management fee 15% of total revenue

Advertising and promotion expenses 5% of total revenue

Other expenses 3% of total expense

Discount Rate 12%

Net present value of the asset (THB) 188,711,632

Or approximately (THB) 189,000,000

x Part 2 : Land to be Developed

x Item Assumption Valuation method Comparative Method Plot 1 – Land West of Project Land size (rai) 310 178,000 (Based on historical prices of nearby lands adjusted Price (THB/rai) for location, land features, for legal and other enforcement on the land) Present value of the asset (THB) 55,180,000 Plot 2 – Land South of Project

Land size (rai) 270

Appendix 6, Page 8

Summary Details of Apprisal Reports of GOLD’s Land and Buildings

Item Assumption 188,000 (Based on historical prices of nearby lands adjusted Price (THB/rai) for location, land features, for legal and other enforcement on the land)

Present value of the asset (THB) 50,760,000

Plot 3 – Land East of Project

Land size (rai) 202.5 250,000 (Based on historical prices of nearby lands adjusted

Price (THB/rai) for location, land features, for legal and other enforcement on the land)

Present value of the asset (THB) 50,625,000 Net present value of the asset (THB) 156,565,000

Or approximately (THB) 156,600,000

x Part 3 : Residential Development

x Item Assumption Valuation method Residual Method Residential project under development Phase 1 Size (sq. wah) 4,577 Price (THB/sq. wah) 3,500 Residential project under development Phase 2 Size (sq. wah) 73,066

Price (THB/sq. wah) 3,000

Construction and development cost (THB) 33,400,000

Reserve for construction and property development 10% of total construction and development cost

Construction and professional consultant fees 5% of total construction and development cost

Construction management fee 3% of total revenue

Advertising and promotion expense 5% of total revenue

Other expenses 7% of total construction and development cost

Transfer fee and sale tax 1% of total revenue

Specific business tax 3.3% of total revenue

Cost of sale 20% of total revenue

Residual value of the asset (THB) 128,892,330

Or approximately (THB) 128,900,000

x Part 4 : Vacant Land Located Outside Development

x Item Assumption Valuation method Comparative Method Vacant land 1 Land size (rai) 17.4493 Price (THB/rai) 260,000 Appendix 6, Page 9 Appendix 6, Page 9

Summary Details of Apprisal Reports of GOLD’s Land and Buildings

Item Assumption Present value of the asset (THB) 4,536,805 Vacant land 2

Land size (rai) 61.7

Price (THB/rai) 6,500

Present value of the asset (THB) 401,050

Net present value of the asset (THB) 4,937,855

Or approximately (THB) 4,900,000

x Part 5 : Residential Project

x Item Assumption Valuation method Income Method Projection period 11 years including terminal value

Number of rooms 12 rooms Year 1: 40% Average occupancy rate Year 2-11: 60% Average room rate THB 1,300 /night and increasing by 3% per annum

Other revenue 3% of room revenue

Common and employee expense 22% of total revenue

Advertising and promotion expenses 5% of total revenue

Repair and maintenance expenses 3% of total revenue

Discount Rate 13%

Net present value of the asset (THB) 22,105,339

Or approximately (THB) 22,000,000

Appendix 6, Page 10

Attachment 7 Financial Statements Ending 31 March 2020 of the Offer Tenderor

Frasers Property (Thailand) Public Company Limited and its Subsidiaries

Condensed Interim financial statements for the three-month and six-month periods ended 31 March 2020 and Independent auditor’s review report

Independent Auditor’s Report on Review of Interim Financial Information

To the Board of Directors of Frasers Property (Thailand) Public Company Limited

I have reviewed the accompanying consolidated and separate statements of financial position of Frasers Property (Thailand) Public Company Limited and its subsidiaries, and of Frasers Property (Thailand) Public Company Limited, respectively, as at 31 March 2020; the consolidated and separate statements of income and comprehensive income for the three-month and six-month periods ended 31 March 2020, changes in equity and cash flows for the six-month period ended 31 March 2020; and condensed notes (“interim financial information”). Management is responsible for the preparation and presentation of this interim financial information in accordance with Thai Accounting Standard 34, “Interim Financial Reporting”. My responsibility is to express a conclusion on this interim financial information based on my review.

Scope of Review

I conducted my review in accordance with Thai Standard on Review Engagements 2410, “Review of Interim Financial Information Performed by the Independent Auditor of the Entity”. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Thai Standards on Auditing and consequently does not enable me to obtain assurance that I would become aware of all significant matters that might be identified in an audit. Accordingly, I do not express an audit opinion.

Conclusion

Based on my review, nothing has come to my attention that causes me to believe that the accompanying interim financial information is not prepared, in all material respects, in accordance with Thai Accounting Standard 34, “Interim Financial Reporting”.

Emphasis of Matter

I draw attention to note 4 to the interim financial statements, the Company acquired shares of Golden Land Property Development Public Company Limited “GOLD” in August 2019 which was under common control of the ultimate shareholders of the Company. The consolidated statements of income, comprehensive income for the three-month and six-month periods ended 31 March 2019, changes in equity and cash flows for the six-month period ended 31 March 2019 which are included as comparative information, have also been adjusted as described in note 4 of the interim financial statements. My conclusion is not modified in respect of this matter.

(Wilai Buranakittisopon) Certified Public Accountant Registration No. 3920

KPMG Phoomchai Audit Ltd. Bangkok 12 May 2020

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Frasers Property (Thailand) Public Company Limited and its Subsidiaries Notes to the condensed interim financial statements For the three-month and six-month periods ended 31 March 2020 (Unaudited)

Note Contents

1 General information 2 Basis of preparation of the interim financial statements 3 Impact of COVID-19 outbreak 4 Business combination under common control and acquisition of non-controlling interests 5 Related parties 6 Trade accounts receivable 7 Real estate projects under development 8 Investments in associates and joint ventures 9 Investments in subsidiaries 10 Investment properties 11 Prepaid land rental 12 Property, plant and equipment 13 Interest-bearing liabilities 14 Debentures 15 Share capital 16 Segment information and disaggregation of revenue 17 Income tax expense 18 Dividends 19 Financial instruments 20 Commitments with non-related parties 21 Events after the reporting period 22 Thai Financial Reporting Standard (TFRS) not yet adopted 23 Reclassification of accounts

16 Frasers Property (Thailand) Public Company Limited and its Subsidiaries Notes to the condensed interim financial statements For the three-month and six-month periods ended 31 March 2020 (Unaudited)

These notes form an integral part of the interim financial statements.

The interim financial statements issued for Thai regulatory reporting purposes are prepared in the Thai language. These English language financial statements have been prepared from the Thai language financial statements, and were approved and authorised for issue by the Board of Directors on 12 May 2020.

1 General information

Frasers Property (Thailand) Public Company Limited, the “Company” is incorporated in Thailand and was listed on the stock Exchange of Thailand on 13 June 2002 and has its registered office at No. 175, 13/1th Floor, Sathorn City Tower, South Sathorn Road, Bangkok. On 2 January 2020, the Company changed its registered office to No. 944 Mitrtown Office Tower, 22nd-23rd Floor, Rama 4 Road, Wangmai Subdistrict, Pathumwan District, Bangkok.

The principal activities of the Company and its subsidiaries, the “Group”, are industrial real estate development business, which comprises the development of factories and warehouses, mainly for rent and occasionally for sale, residential real-estate development, including rental and related service of commercial buildings and hotel business. Details of the Company’s associates and joint ventures and subsidiaries as at 31 March 2020 and 30 September 2019 are given in notes 8 and 9.

2 Basis of preparation of the interim financial statements

(a) Statement of compliance

The condensed interim financial statements are presented in the same format as the annual financial statements and prepared its notes to the financial statements on condensed basis (“interim financial statements”) in accordance with Thai Accounting Standard (TAS) No.34 Interim Financial Reporting; guidelines promulgated by the Federation of Accounting Professions and applicable rules and regulations of the Thai Securities and Exchange Commission.

The interim financial statements are prepared to provide an update on the financial statements for the year ended 30 September 2019. They do not include all of the financial information required for full annual financial statements but focus on new activities, events and circumstances to avoid repetition of information previously reported. Accordingly, these interim financial statements should be read in conjunction with the financial statements of the Company and its subsidiaries for year ended 30 September 2019.

(b) Use of judgements, estimates and accounting policies

In preparation these interim financial statements, judgement and estimates are made by management in applying the Group’s accounting policies. Actual result may differ from these estimates. The accounting policies, methods of computation and the key sources of estimation uncertainty were the same as those that applied to the financial statements for the year ended 30 September 2019, except for revenue recognition which requires additional judgement in determining the timing of the transfer of control - at a point in time or over time - according to the requirements of TFRS 15 Revenue from Contracts with Customers (“TFRS 15”) which the Group has initially adopted to replace TAS 18 Revenue (“TAS 18”), TAS 11 Construction Contracts (“TAS11”), related interpretations and COVID-19 outbreak as described in note 3

17 Frasers Property (Thailand) Public Company Limited and its Subsidiaries Notes to the condensed interim financial statements For the three-month and six-month periods ended 31 March 2020 (Unaudited)

Under TFRS 15, the Group recognises revenue when a customer obtains control of the goods or services in an amount that reflects the consideration to which the Group expects to be entitled to. In addition, judgement is required in determining the timing of the transfer of control for revenue recognition - at a point in time or over time. Whereas, under TAS 18, the Group recognises revenue from sale of goods when the significant risks and rewards of ownership of the goods have been transferred to the buyer, and recognises revenue from rendering of services by reference to the stage of completion of the transaction at the end of the reporting period. No revenue is recognised if there is continuing management involvement with the goods or there are significant uncertainties regarding recovery of the consideration due. Such change in accounting policies have no material impacts on the financial statements.

In addition, the Group has not early adopted a number of new and revised TFRSs which are not yet effective for the current period in preparing these interim financial statements. Those new and revised TFRS that are relevant to the Group’s operations are disclosed in note 22.

3 Impact of COVID-19 outbreak

Due to the COVID-19 outbreak at the beginning of 2020, Thailand and many other countries have enacted several protective measures against the outbreak, e.g. the order to temporarily shut down operating facilities or reduce operating hours, social distancing, etc. This has significantly affected world economy, production, supply chain of goods and business operation of many entities in wide areas. The management is closely monitoring the situation to manage the negative impact on the business as much as possible. At 31 March 2020, the situation of COVID-19 outbreak is still ongoing, resulting in estimation uncertainty on the potential impact, therefore, these financial statements exclude the factors from the situation in estimating impairment losses on financial assets and non- financial assets.

4 Business combination under common control and acquisition of non-controlling interests

On 14 August 2019, the Company paid for ordinary shares capital as the result of the tender offer for securities of Golden Land Property Development PLC. (“GOLD”) for 2,195.90 million shares at Baht 8.50 per share totalling Baht 18,665.14 million, which was 94.50% of the total ordinary shares offered to be purchased of 2,323.72 million shares from two former major shareholders of GOLD, which was 79.20% of the total ordinary shares offered to be purchased amounting to Baht 15,644.02 million, which comprised Univentures Public Company Limited (“UV”) which held 912.83 million shares, or 39.28% of the total ordinary shares offered amounting to Baht 7,759.05 million, and Frasers Property Holdings (Thailand) Co., Ltd. (“FPHT”), which held 927.64 million shares, or 39.92% of the total ordinary shares offered amounting to Baht 7,884.97 million. These two major shareholders and the Company are under common control of the ultimate controlling shareholder before and after the acquisition date and that control was not transitory. Consequently, the Group obtained control over investment in GOLD as at the acquisition date and the consolidated financial statement was prepared under the business combination of entities under common control principle (see note 4 (a)). The rest of acquired shares are acquisition from third parties totalling 355.43 million shares or 15.30% of the total ordinary shares offered amounting to Baht 3,021.12 million (see note 4 (b)).

18 Frasers Property (Thailand) Public Company Limited and its Subsidiaries Notes to the condensed interim financial statements For the three-month and six-month periods ended 31 March 2020 (Unaudited)

(a) Acquisition of interest which is a business combination under common control

The acquired shares totalling of 79.20% of the total ordinary shares offered from UV and FPHT has been accounted for the carrying amount in a manner similar to a pooling of interest method. Such presentation reflects the economic substances for the Company and GOLD as one economic unit from 1 October 2018 for the benefit comparing, although the legal form of the relationship believes the Company and GOLD was effective after 1 October 2018. The Company has also presented the consolidated statements of income, statement of comprehensive income for the three-month and six- month periods ended 31 March 2019, statement of changes in equity and cash flow for the six-month period ended 31 March 2019, including notes to consolidated financial statements after business restructuring for the information of users in comparing.

The major classes of the carrying amounts of assets acquired and liabilities from GOLD Group, which was the date of the business combination under common control are as follow:

Golden Land Property Development PLC. Group (in million Baht) Cash and cash equivalents 470 Trade accounts receivable 132 Real estate projects under development 30,530 Investment properties 6,326 Prepaid land rental 1,049 Property, plant and equipment 2,421 Short term loans from financial institutions (4,921) Trade accounts payable (2,395) Debentures (9,994) Long term loans from financial institutions (1,694) Unearned rental income (6,327) Other assets - net 1,307 Identified net assets 16,904 Ownership interest under common control (%) - Purchased from UV 39.28 - Purchased from FPHT 39.92 79.20

Identifiable net assets - according to shareholding 13,388 Consideration paid (15,644) Differences arising from business combination under common control (2,256)

19 Frasers Property (Thailand) Public Company Limited and its Subsidiaries Notes to the condensed interim financial statements For the three-month and six-month periods ended 31 March 2020 (Unaudited)

The impact of the restatement on the Group’s consolidated financial statements are as follows:

Statement of income Consolidated financial statements for the three-month After period ended As previously Reclassi - Reclassi - 31 March 2019 reported fication fication Adjustments As restated (in million Baht) Revenue from sales of real estate - - - 4,396 4,396 Rental and related service revenue 401 41 442 236 678 Revenue from hotel business - - - 153 153 Cost of sales of properties (1) 1 - (3,034) (3,034) Cost of rental and related services (118) (59) (177) (140) (317) Cost of hotel business - - - (100) (100) Distribution costs (15) (11) (26) (360) (386) Administrative expenses (197) 51 (146) (410) (556) Share of profits (losses) of associates and joint ventures net of unrealised gains on sales of investment properties to associates and joint ventures 61 (1) 60 13 73 Others (53) (22) (75) (54) (129) Profit for the period 78 - 78 700 778

Profit attributable to: Owners of the Company 75 - 75 - 75 Former shareholder before business restructuring - - - 555 555 Non-controlling interests 3 - 3 145 148 Profit for the period 78 - 78 700 778

Basic earnings per share (Baht) 0.04 - 0.04 - 0.04

Profit for the period 78 - 78 700 778 Other comprehensive income for the period (6) - (6) - (6) Total comprehensive income for the period 72 - 72 700 772

20 Frasers Property (Thailand) Public Company Limited and its Subsidiaries Notes to the condensed interim financial statements For the three-month and six-month periods ended 31 March 2020 (Unaudited)

Statement of income Consolidated financial statements for the three-month After period ended As previously Reclassi - Reclassi - 31 March 2019 reported fication fication Adjustments As restated (in million Baht) Owners of the Company 69 - 69 - 69 Former shareholder before business restructuring - - - 555 555 Non-controlling interests 3 - 3 145 148 Total comprehensive income for the period 72 - 72 700 772

Statement of income Consolidated financial statements for the six-month After period ended As previously Reclassi - Reclassi - 31 March 2019 reported fication fication Adjustments As restated (in million Baht) Revenue from sales of real estate 2,025 (2,025) - 8,152 8,152 Rental and related service revenue 791 74 865 477 1,342 Revenue from hotel business - - - 297 297 Cost of sales of properties (1,134) 1,134 - (5,687) (5,687) Cost of rental and related services (235) (110) (345) (281) (626) Cost of hotel business - - - (198) (198) Distribution costs (23) (23) (46) (680) (726) Administrative expenses (381) 88 (293) (812) (1,105) Share of profits (losses) of associates and joint ventures net of unrealised gains on sales of investment properties to associates and joint ventures 126 (199) (73) 32 (41) Others (406) 1,061 655 (150) 505 Profit for the period 763 - 763 1,150 1,913

Profit attributable to: Owners of the Company 755 - 755 - 755 Former shareholder before business restructuring - - - 914 914 Non-controlling interests 7 - 7 237 244 Profit for period 762 - 762 1,151 1,913

Basic earnings per share (Baht) 0.41 - 0.41 - 0.41

21 Frasers Property (Thailand) Public Company Limited and its Subsidiaries Notes to the condensed interim financial statements For the three-month and six-month periods ended 31 March 2020 (Unaudited)

Statement of income Consolidated financial statements for the six-month After period ended As previously Reclassi - Reclassi - 31 March 2019 reported fication fication Adjustments As restated (in million Baht) Profit for the period 762 - 762 1,151 1,913 Other comprehensive income for the period (3) - (3) - (3) Total comprehensive income for the period 759 - 759 1,151 1,910

Owners of the Company 752 - 752 - 752 Former shareholder before business restructuring - - - 914 914 Non-controlling interests 7 - 7 237 244 Total comprehensive income for the period 759 - 759 1,151 1,910

Consolidated financial statements Statement of cash flows for the six-month After period ended As previously Reclassi - Reclassi - 31 March 2019 reported fication fication Adjustments As restated (in million Baht) Net cash from (used in) operating activities 2,249 (1,910) 339 (2,863) (2,524) Net cash from (used in) investing activities (5,116) 1,910 (3,206) 58 (3,148) Net cash from investing activities 3,132 - 3,132 3,219 6,351 Net increase in cash and cash equivalents 265 - 265 414 679

(b) Acquisition of interests from third parties, which is acquisition of non-controlling interests

In October and November 2019, the Company acquired additional interests of GOLD for 18.53 million shares or 0.80% of the total ordinary shares, totalling Baht 156.56 million from non-controlling interest.

31 March 2020 (in million Baht) Carrying amount of non-controlling interests acquired 135 Consideration paid (156) Deficit from change in ownership interests in a subsidiary (21)

22 Frasers Property (Thailand) Public Company Limited and its Subsidiaries Notes to the condensed interim financial statements For the three-month and six-month periods ended 31 March 2020 (Unaudited)

5 Related parties

Relationships with associates, joint ventures and subsidiaries are described in notes 8 and 9. Other related parties which have material changes in relationships and that the Group had significant transactions during the period with were as follows:

Name of entities Country of Nature of relationships incorporation/ nationality Paksong Capital Company Limited Thailand Common directors with a subsidiary N.C.C.International Events Company Limited Thailand Common directors Univentures REIT Management Company Limited Thailand Common directors Oishi Ramen Company Limited Thailand Common directors Thai Beverage Recycle Company Limited Thailand Common directors Frasers Hospitality Loyalty Service Pte. Ltd. Singapore Common directors Frasers Hospitality China Square Trustee Pte. Ltd. Singapore Common directors Key management personnel Thailand Persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly including any director (whether executive or otherwise) of the Group.

Significant transactions for the three-month and six-month periods ended 31 March with related parties were as follows:

Consolidated Separate financial statements financial statements Three-month period ended 31 March 2020 2019 2020 2019 (Restated) (in million Baht) Subsidiaries Property management fee income - - 33 27 Other income - - 6 5 Dividend income - - 1,096 31 Interest income - - 104 121

Associates Rental and related service income 94 91 1 1 Loss from sales of investment properties - 1 - - Land rental income 15 15 2 2 Management fee income 122 101 - - Common area service fee 7 6 - - Dividend income - - 4 4 Interest income 3 15 - 12 Other income 2 - 2 - Rental expenses 11 25 - - Provision related to sales of investment properties - 1 - -

23 Frasers Property (Thailand) Public Company Limited and its Subsidiaries Notes to the condensed interim financial statements For the three-month and six-month periods ended 31 March 2020 (Unaudited)

Consolidated Separate financial statements financial statements Three-month period ended 31 March 2020 2019 2020 2019 (Restated) (in million Baht) Joint ventures Management fee income 19 25 - - Other income 31 1 1 - Rental and service expenses 31 - 9 - Other expenses - 1 - - Other related parties Rental and related service revenue 8 8 - - Revenue from hotel business 1 1 - - Management fee income 2 1 - - Other income 1 2 - - Rental and related service expenses 3 6 3 6 Utilities expenses 2 4 1 4 Rental expenses 7 11 - - Property management fee expenses 19 18 - - Management fee expenses 2 3 - - Central charge expenses 1 2 - - Interest expenses 3 3 - - Other expenses 17 22 8 11 Key management personnel Key management personnel compensation Short-term employee benefit 58 48 37 24 Post-employment benefit 2 4 - 2 Total key management personnel compensation 60 52 37 26

Consolidated Separate financial statements financial statements Six-month period ended 31 March 2020 2019 2020 2019 (Restated) (in million Baht) Subsidiaries Property management fee income - - 65 55 Other income - - 12 11 Dividend income - - 1,096 31 Interest income - - 207 242 Associates Rental and related service income 188 185 2 2 Gain on the sale of investment properties - 888 - 653 Land rental income 30 31 4 5 Management fee income 237 207 - - Sales commission income 34 - - - Common area service fee 14 12 - - Dividend income - - 7 7 Interest income 6 19 - 14 Other income 4 - 2 - Rental expenses 31 51 - - Provision related to sales of investment properties - 13 - 9 24 Frasers Property (Thailand) Public Company Limited and its Subsidiaries Notes to the condensed interim financial statements For the three-month and six-month periods ended 31 March 2020 (Unaudited)

Consolidated Separate financial statements financial statements Six-month period ended 31 March 2020 2019 2020 2019 (Restated) (in million Baht) Joint ventures Management fee income 38 50 - - Other income 32 1 2 - Rental and service expenses 44 - 11 - Other expenses 2 1 - -

Other related parties Rental and related service revenue 20 19 - 1 Revenue from hotel business 2 2 - - Management fee income 5 1 - - Other income 2 4 - - Interest income 1 1 - 1 Rental and related service expenses 9 11 9 11 Utilities expenses 3 4 2 4 Purchase of equipment 2 1 - - Rental expenses 16 23 - - Property management fee expenses 41 38 - - Management fee expenses 5 6 - - Central charge expenses 3 4 - - Interest expenses 7 7 - - Other expenses 35 40 12 14

Key management personnel Key management personnel compensation Short-term employee benefit 158 109 104 60 Post-employment benefit 7 7 2 3 Total key management personnel compensation 165 116 106 63

Balances as at 31 March 2020 and 30 September 2019 with related parties were as follows:

Consolidated Separate Cash and cash equivalents financial statements financial statements 31 30 31 30 March September March September 2020 2019 2020 2019 (in million Baht) Other related party 177 317 37 23

Consolidated Separate Trade accounts receivable - related parties financial statements financial statements 31 30 31 30 March September March September 2020 2019 2020 2019 (in million Baht) Subsidiaries - - 20 8 Associates 66 28 - - Joint ventures 40 - - - Other related parties 2 9 - - Total 108 37 20 8 25 Frasers Property (Thailand) Public Company Limited and its Subsidiaries Notes to the condensed interim financial statements For the three-month and six-month periods ended 31 March 2020 (Unaudited)

Consolidated Separate Other receivables - related parties financial statements financial statements 31 30 31 30 March September March September 2020 2019 2020 2019 (in million Baht) Subsidiaries - - 6 1 Associates 18 20 2 - Joint ventures 32 2 1 1 Other related parties 7 4 1 1 Total 57 26 10 3

Short-term loan and amount due from Consolidated Separate related party financial statements financial statements 31 30 31 30 March September March September 2020 2019 2020 2019 (in million Baht) Other related party 146 135 - -

Short-term loan and amount due from related party

On 31 March 2020, a subsidiary and a related party had entered into Memorandum of Understanding to convert such short-term loan and amount due from related party to equity, which will be finalised by May 2020.

Movements during the six-month periods ended 31 March 2020 of loans and accrued interest to related parties were as follows:

Interest rate Consolidated financial statements 30 31 30 31 September March September March 2019 2020 2019 Increase Decrease 2020 (% per annum) (in million Baht) Long-term loans and accrued interest Associate Long-term loan 4.42 4.42-5.02 242 - - 242 Accrued interest 30 6 - 36 Total 272 278 Less allowance for doubtful accounts (39) (6) - (45) Net 233 233

26 Frasers Property (Thailand) Public Company Limited and its Subsidiaries Notes to the condensed interim financial statements For the three-month and six-month periods ended 31 March 2020 (Unaudited)

Interest rate Separate financial statements 30 31 30 31 September March September March 2019 2020 2019 Increase Decrease 2020 (% per annum) (in million Baht) Long-term loans and accrued interest Subsidiaries Long-term loan 4.16-4.50 3.89-4.03 10,110 720 (341) 10,489 Accrued interest - 207 (207) - Total 10,110 10,489

Consolidated financial Separate financial statements statements 2020 2019 2020 2019 (in million Baht)

Bad and doubtful debts expense of loan and accrued interest to related parties Three-month period ended 31 March 3 3 - - Six-month period ended 31 March 6 6 - -

Consolidated Separate Other non-current assets - related parties financial statements financial statements 31 30 31 30 March September March September 2020 2019 2020 2019 (in million Baht) Associates 8 8 - - Joint ventures 27 26 9 8 Other related parties 12 12 8 8 Total 47 46 17 16

Consolidated Separate Trade account payable - related parties financial statements financial statements 31 30 31 30 March September March September 2020 2019 2020 2019 (in million Baht) Associates 3 4 - - Other related parties 3 5 - - Total 6 9 - -

Consolidated Separate Rental and service deposit-related parties financial statements financial statements 31 30 31 30 March September March September 2020 2019 2020 2019 (in million Baht)

Other related parties 1 1 - -

27 Frasers Property (Thailand) Public Company Limited and its Subsidiaries Notes to the condensed interim financial statements For the three-month and six-month periods ended 31 March 2020 (Unaudited)

Consolidated Separate Other payables - related parties financial statements financial statements 31 30 31 30 March September March September 2020 2019 2020 2019 (in million Baht) Subsidiaries - - 1 1 Associates 8 37 - - Joint ventures 10 - 5 - Other related parties 17 36 3 15 Total 35 73 9 16

Provision related to sales of properties - Consolidated Separate related party financial statements financial statements 31 30 31 30 March September March September 2020 2019 2020 2019 (in million Baht) Associate 4 13 - 2

Movements of loans and accrued interest to related parties during the six-month periods ended 31 March 2020 were as follows:

Interest rate Consolidated financial statements 30 31 30 31 September March September March 2019 2020 2019 Increase Decrease 2020 (% per annum) (in million Baht) Subsidiaries - shareholder Long-term loans 6.50 6.50 273 - - 273 Accrued interest 267 8 - 275 Total 540 548

Consolidated Separate Unearned land rental income financial statements financial statements 31 30 31 30 March September March September 2020 2019 2020 2019 (in million Baht) Associate Current portion 364 358 8 8 Non-Current portion 7,177 7,456 188 192 Total 7,541 7,814 196 200

Consolidated Separate Commitments with related parties financial statements financial statements 31 30 31 30 March September March September 2020 2019 2020 2019 (in million Baht) Capital commitments Contracted but not provided for: Agreements for consultants 14 - 13 -

28 Frasers Property (Thailand) Public Company Limited and its Subsidiaries Notes to the condensed interim financial statements For the three-month and six-month periods ended 31 March 2020 (Unaudited)

Consolidated Separate Commitments with related parties financial statements financial statements 31 30 31 30 March September March September 2020 2019 2020 2019 (in million Baht) Future minimum lease and services payments under non-cancellable operating leases and services Within one year 115 110 34 30 After one year but within five years 206 261 57 64 Total 321 371 91 94

6 Trade accounts receivable

Aging analysises for trade accounts receivable were as follows:

Consolidated Separate financial statements financial statements 31 30 31 30 March September March September 2020 2019 2020 2019 (in million Baht) Related parties Within credit terms 95 30 20 8 Overdue: Less than 3 months 13 5 - - 3 - 6 months - 2 - - 108 37 20 8 Other parties Within credit terms 40 48 3 5 Overdue: Less than 3 months 43 42 19 13 3 - 6 months 13 8 11 7 6 - 12 moths 4 4 1 - Over 12 months 22 18 13 13 122 120 47 38

Unbilled operating leases receivables 48 41 5 5 Total 278 198 72 51 Less allowance for doubtful accounts (22) (19) (13) (13) Net 256 179 59 38

The normal credit term granted by the Group is 30 days to 45 days.

29 Frasers Property (Thailand) Public Company Limited and its Subsidiaries Notes to the condensed interim financial statements For the three-month and six-month periods ended 31 March 2020 (Unaudited)

7 Real estate projects under development

Consolidated Separate financial statements financial statements 31 30 31 30 March September March September 2020 2019 2020 2019 (in million Baht) Land 25,279 21,633 - - Prepaid land rental 9 9 - - Land improvement 4,661 4,168 - - Construction cost 5,117 4,720 - - Capitalised interest 731 599 - - Total 35,797 31,129 - - Less allowance for project devaluation (50) (51) - - Net 35,747 31,078 - -

Six-month period ended Six-month period ended 31 March 31 March 2020 2019 2020 2019 (in million Baht) Finance costs capitalised during the period 293 201 - -

Rate of interest capitalized (% per annum) 1.90 - 4.525 2.78 - 4.525 - -

Real estate projects under development recognised as an expense in ‘cost of sales of real estate project’: Cost 4,925 5,684 - - Reversal of write-down (1) - - - Net total 4,924 5,684 - -

Real estate projects under development comprise single-detached houses, semi-detached houses, two - storey townhouses, three-storey townhouses, commercial buildings and condominium, which are operating and ready for sale housing projects totalling 61 projects and a portion are projects under development.

Collateral

The subsidiary has mortgaged land, including present and future structures thereon, with financial institutions to secure subsidiaries’s bank overdrafts, bank loans and aval note payable for purchasing land. (see note 13).

30 Frasers Property (Thailand) Public Company Limited and its Subsidiaries Notes to the condensed interim financial statements For the three-month and six-month periods ended 31 March 2020 (Unaudited)

8 Investments in associates and joint ventures

Consolidated Separate financial statements financial statements Six-month period ended 31 March 2020 2019 2020 2019 (Restated) (in million Baht) Associates At 1 October 2019 / 2018 9,547 5,796 4,344 205 Share of net profits (losses) of associates net of unrealised gains on sale of properties to associates 237 (2) - - Increases in investment 1,215 2,301 98 2,301 Disposals of investment (559) - - - Dividend income (308) (289) - - Exchange differences on translation (27) 8 - - At 31 March 10,105 7,814 4,442 2,506

Joint ventures At 1 October 2019 / 2018 2,664 1,763 262 109 Share of net losses of joint ventures net of unrealised gains on sale of investment properties to joint ventures (181) (40) - - Increases in investment 149 163 - - At 31 March 2,632 1,886 262 109

Total At 1 October 2019 / 2018 12,211 7,559 4,606 314 Share of net profits (loss) of associates and joint ventures net of unrealised gains on sales of investment properties to associates and joint ventures 56 (42) - - Increases in investment 1,364 2,464 98 2,301 Disposals of investments (559) - - - Dividend income (308) (289) - - Exchange differences on translation (27) 8 - - At 31 March 12,737 9,700 4,704 2,615

The transactions for establish, increase and disposal in investments in associates and joint ventures during the six-month period ended 31 March 2020 and 2019, were as follows:

Consolidated Separate financial statements financial statements Six-month period ended 31 March 2020 2019 2020 2019 (Restated) (in million Baht) Associates TRA Land Development Company Limited 73 2,301 73 2,301 FTREIT - Increases 1,142 - 25 - FTREIT - Disposals (559) - - - 656 2,301 98 2,301 31 Frasers Property (Thailand) Public Company Limited and its Subsidiaries Notes to the condensed interim financial statements For the three-month and six-month periods ended 31 March 2020 (Unaudited)

Consolidated Separate financial statements financial statements Six-month period ended 31 March 2020 2019 2020 2019 (Restated) (in million Baht) Joint ventures STT GDC (Thailand) Company Limited * 127 163 - - Frasers Property BFTZ Company Limited ** 22 - - - 149 163 - - Total 805 2,464 98 2,301

* Held by Frasers Property Technology (Thailand) Company Limited and Frasers Property Industrial (Thailand) Company Limited established in December 2018 ** Held by Frasers Property Industrial (Thailand) Company Limited

In January 2020, the Company and a subsidiary had purchased unit trust of FTREIT totalling 79.86 million units amounting to Baht 1,142.03 million.

In February 2020, a subsidiary had sold unit trust of FTREIT totalling 61.20 million units amounting to Baht 942.81 million. The Group had recognised gain on sale of Baht 384.06 million.

32 Frasers Property (Thailand) Public Company Limited and its Subsidiaries Notes to the condensed interim financial statements For the three-month and six-month periods ended 31 March 2020 (Unaudited)

The investments in associates and joint ventures as at 31 March 2020 and 30 September 2019, and dividend income from those investments for the six-month periods ended 31 March were as follows:

Consolidated financial statements Ownership Dividend income for the interest Paid-up capital Cost Equity six-month periods ended 31 30 31 30 31 30 31 30 31 31 Type of March September March September March September March September March March business 2020 2019 2020 2019 2020 2019 2020 2019 2020 2019 (Restated) (%) (in million Baht) Associates FTREIT * Investing in properties 22.26 23.43 28,313 25,174 6,539 6,034 3,715 3,172 215 199 PT SLP Surya TICON Real estate Internusa ** development 25.00 25.00 1,657 1,657 414 414 335 361 - - TRA Land Development Real estate Company Limited development 50.00 50.00 8,424 8,279 4,212 4,139 4,206 4,126 - - North Sathorn Hotel Company Limited *** Hotel business 20.00 20.00 1,450 1,450 290 290 70 70 - - GVREIT *** Investing in property leasehold rights and related equipment 22.64 22.64 8,046 8,046 1,822 1,822 1,579 1,616 80 77 Gold Property Fund Investing in property (Leasehold) *** (GOLDPF) leasehold rights and related equipment 33.00 33.00 1,983 1,983 655 655 200 202 13 13 13,932 13,354 10,105 9,547 308 289

* Held by Frasers Property Thailand (International) Pte. Ltd. and Frasers Property (Thailand) Public Company Limited ** Held by Frasers Property Thailand (Hong Kong) Limited *** Held by Golden Land Property Development Public Company Limited

33 Frasers Property (Thailand) Public Company Limited and its Subsidiaries Notes to the condensed interim financial statements For the three-month and six-month periods ended 31 March 2020 (Unaudited)

Consolidated financial statements Ownership Dividend income for the interest Paid-up capital Cost Equity six-month periods ended 31 30 31 30 31 30 31 30 31 31 Type of March September March September March September March September March March business 2020 2019 2020 2019 2020 2019 2020 2019 2020 2019 (Restated) (%) (in million Baht) Joint ventures Frasers Property Demco Power 6 Electricity generator Company Limited *** and seller 51.00 51.00 5 5 2 2 3 3 - - Frasers Property Demco Power 11 Electricity generator Company Limited *** and seller 51.00 51.00 4 4 2 2 3 2 - - Frasers Property BFTZ Real estate Company Limited *** development 59.99 59.99 631 595 379 357 385 361 - - JustCo (Thailand) Co-office/ Company Limited working space 51.00 51.00 514 514 262 262 224 238 - - STT GDC (Thailand) Company Limited **** Data center 51.00 51.00 973 723 496 369 469 354 - - Wangnoi Logistics Park Real estate Company Limited*** development 51.00 51.00 397 397 202 202 68 68 - - Bangpakong Logistics Park Real estate Company Limited *** development 51.00 51.00 840 840 449 449 325 325 - - PBA Robotics (Thailand) Automations Company Limited***** solutions services 51.00 51.00 31 31 16 16 9 14 - - Kasemsubbhakdi Co.,Ltd. ****** Property development 49.00 49.00 3,000 3,000 1,470 1,470 1,146 1,299 - - 3,278 3,129 2,632 2,664 - - Total 17,210 16,483 12,737 12,211 308 289

*** Held by Frasers Property Industrial (Thailand) Company Limited **** Held by Frasers Property Technology (Thailand) Company Limited and Frasers Property Industrial (Thailand) Company Limited ***** Held by Automation Asset Company Limited

****** Held by GOLD

All associates and joint ventures were incorporated in Thailand, except PT SLP Surya TICON Internusa which was incorporated in Indonesia.

34 Frasers Property (Thailand) Public Company Limited and its Subsidiaries Notes to the condensed interim financial statements For the three-month and six-month periods ended 31 March 2020 (Unaudited)

Separate financial statements Ownership Dividend income for the interest Paid-up capital Cost At cost - net six-month periods ended 31 30 31 30 31 30 31 30 31 31 Type of March September March September March September March September March March business 2020 2019 2020 2019 2020 2019 2020 2019 2020 2019 (Restated) (%) (in million Baht) Associates FTREIT Investing in properties 0.80 0.80 28,313 25,174 230 205 230 205 7 7 TRA Land Development Real estate Company Limited development 50.00 50.00 8,424 8,279 4,212 4,139 4,212 4,139 - - 4,442 4,344 4,442 4,344 7 7 Joint venture JustCo (Thailand) Co-office/ Company Limited working 51.00 51.00 514 514 262 262 262 262 - - space 262 262 262 262 - -

Total 4,704 4,606 4,704 4,606 7 7

All associates and joint venture were incorporated in Thailand.

35 Frasers Property (Thailand) Public Company Limited and its Subsidiaries Notes to the condensed interim financial statements For the three-month and six-month periods ended 31 March 2020 (Unaudited)

None of the Group’s associates and joint ventures are publicly listed and consequently do not have published price quotations, except for

1. FTREIT which is listed on the Stock Exchange of Thailand. As at 31 March 2020, the closing was Baht 13.50 (30 September 2019: Baht 17.90). The fair value of investment in FTREIT was Baht 8,482.32 million (30 September 2019: Baht 10,912.87 million).

2. GOLDPF which is listed on the Stock Exchange of Thailand. As at 31 March 2020, the closing price per unit was Baht 6.40 (30 September 2019: Baht 7.50). The fair value of investment in GOLDPF was Baht 435.20 million (30 September 2019: Baht 510 million).

3. GVREIT which is listed on the Stock Exchange of Thailand. As at 31 March 2020, the closing price per unit was Baht 13.70 (30 September 2019: Baht 16.80). The fair value of investment in GVREIT was Baht 2,527.65 million (30 September 2019: Baht 3,099.60 million).

9 Investments in subsidiaries

Separate financial statement Six-month period ended 31 March Note 2020 2019 (in million Baht) At 1 October 2019 / 2018 38,329 17,916 Increases 2,253 255 Acquisition 4 157 - Disposals (85) - Reversal of impairment 26 - At 31 March 40,680 18,171

The transactions for establish, increase in investments and disposal of investments in subsidiaries during the six-month period ended 31 March 2020 and 2019, were as follows:

Separate financial statement Six-month period ended 31 March 2020 2019 (in million Baht) Frasers Property Technology (Thailand) Company Limited 181 165 Bangkok Logistics Park Company Limited - 90 Frasers Property Thailand (International) Pte.Ltd. 2,070 - Frasers Property Treasury Center (Thailand) Company Limited 2 - GOLD 157 - Shanghai TICON Investment Management Company Limited (59) - Total 2,351 255

36 Frasers Property (Thailand) Public Company Limited and its Subsidiaries Notes to the condensed interim financial statements For the three-month and six-month periods ended 31 March 2020 (Unaudited)

Investments in subsidiaries as at 31 March 2020 and 30 September 2019, and dividend income from those investments for the six-month periods ended 31 March were as follows:

Separate financial statements Ownership Dividend income for interest Paid-up capital Cost Impairment At cost - net the six-month periods ended 31 30 31 30 31 30 31 30 31 30 31 31 Type of March September March September March September March September March September March March business 2020 2019 2020 2019 2020 2019 2020 2019 2020 2019 2020 2019 (%) (in million Baht) Subsidiaries ECO Industrial Services Company Real estate Limited development 99.99 99.99 13 13 13 13 - - 13 13 - 9 Frasers Property Industrial (Thailand) Real estate Company Limited development 99.99 99.99 11,500 11,500 11,515 11,515 - - 11,515 11,515 - - Frasers Property Industrial REIT Management REIT (Thailand) Company Limited management 69.99 69.99 10 10 7 7 - - 7 7 29 22 Frasers Property Technology (Thailand) Company Limited Data center 99.99 99.99 553 372 553 372 - - 553 372 - - Bangkok Logistics Park Real estate Company Limited development 75.00 75.00 300 300 225 225 - - 225 225 - - Shanghai TICON Investment Management Investment Company Limited * management - 100.00 - 85 - 85 - 26 - 59 - - Frasers Property Thailand Investment (Hong kong) Limited management 100.00 100.00 575 575 575 575 - - 575 575 - - Frasers Property Thailand Investment (International) Pte. Ltd. management 100.00 100.00 8,499 6,429 8,499 6,429 - - 8,499 6,429 - - System Assets Real estate Company Limited development 100.00 100.00 400 400 400 400 - - 400 400 - -

37 Frasers Property (Thailand) Public Company Limited and its Subsidiaries Notes to the condensed interim financial statements For the three-month and six-month periods ended 31 March 2020 (Unaudited)

Indirect subsidiary Held by Fraser Property Industrial (Thailand) Company Limited Automation Asset Co., Ltd. Automations solutions services 100.00 100.00 17 17 ------

Held by Fraser Property Thailand (International) Pte. Ltd. Frasers Property Thailand Investment (Vietnam) Pte. Ltd. management 100.00 - 24 ------

Held by Frasers Property Thailand (Vietnam) Pte. Ltd. Amigos An Phu Holding Investment Pte. Ltd. management 100.00 - 22 ------

Held by Amigos An Phu Holding Pte. Ltd. Amigos An Phu (Singapore) Investment Pte. Ltd. management 100.00 - 21 ------38 Frasers Property (Thailand) Public Company Limited and its Subsidiaries Notes to the condensed interim financial statements For the three-month and six-month periods ended 31 March 2020 (Unaudited)

Separate financial statements Ownership Dividend income for interest Paid-up capital Cost Impairment At cost - net the six-month periods ended 31 30 31 30 31 30 31 30 31 30 31 31 Type of March September March September March September March September March September March March business 2020 2019 2020 2019 2020 2019 2020 2019 2020 2019 2020 2019 (%) (in million Baht) Held by GOLD Narayana Pavilion Co., Ltd. Office building 100.00 100.00 475 475 ------United Homes Co., Ltd. Property development 100.00 100.00 550 550 ------Golden Land (Mayfair) Co., Ltd. Residential building 100.00 100.00 11 11 ------North Sathorn Realty Co., Ltd. Office building 100.00 100.00 639 639 ------Ritz Village Co., Ltd. Property development 100.00 100.00 100 100 ------Golder Land Polo Limited Provide contract workers services 100.00 100.00 4 4 ------Grand Paradise Property Co., Ltd. Property development 100.00 100.00 42 42 ------Golden Property Service Co., Ltd. Property management 100.00 100.00 1,480 1,480 ------Golden Habitation Co., Ltd. Property development 100.00 100.00 38 38 ------Sathorn Thong Co., Ltd. Property development 100.00 100.00 154 154 ------Sathorn Supsin Co., Ltd. Residential building 60.00 60.00 245 245 ------Krungthep Land Public Co., Ltd. Property development 100.00 100.00 1,780 1,780 ------

Held by Narayana Pavilion Co., Ltd. Walker Homes Co., Ltd. Property development 50.00 50.00 1 1 ------

39 Frasers Property (Thailand) Public Company Limited and its Subsidiaries Notes to the condensed interim financial statements For the three-month and six-month periods ended 31 March 2020 (Unaudited)

Held by Golden Land (Mayfair) Co., Ltd. Grand Mayfair Co., Ltd. Residential building 100.00 100.00 12 12 ------

Held by Golden Land Polo Ltd. MSGL Property Co.,Ltd. Property development 100.00 100.00 11 11 ------

Held by Krungthep Land Public Co., Ltd. Sidewalk Land Co., Ltd. Property development 100.00 100.00 41 41 ------Prime Plus Asset Co., Ltd. Property development 100.00 100.00 20 20 ------

40 Frasers Property (Thailand) Public Company Limited and its Subsidiaries Notes to the condensed interim financial statements For the three-month and six-month periods ended 31 March 2020 (Unaudited)

* On 4 March 2020, Shanghai TICON Investment Management Company Limited, the subsidiary was dissolved and liquidated.

All subsidiaries were incorporated in Thailand, except Shanghai TICON Investment Management Company Limited which was incorporated in China, Frasers Property Thailand Investment (Hong Kong) Limited which was incorporated in Hong Kong and Frasers Property Thailand Investment (International) Pte. Ltd., Frasers Property Thailand (Vietnam) Pte. Ltd., Amigos An Phu Holding Pte. Ltd. and Amigos An Phu (Singapore) Pte. Ltd. which were incorporated in Singapore.

Short-term loan for project investment

As at 31 March 2020, an indirect subsidiary of the Company had short term loan to a foreign company amounting to Baht 655.22 million which may be a part of investment in real estate development project in foreign country. However, the party have to repay the loan with interest to the Group if the agreed term and conditions specified in the agreement cannot be complied.

41 Frasers Property (Thailand) Public Company Limited and its Subsidiaries Notes to the condensed interim financial statements For the three-month and six-month periods ended 31 March 2020 (Unaudited)

10 Investment properties

Movements during the six-month periods ended 31 March were as follows:

Consolidated Separate financial statements financial statements 2020 2019 2020 2019 (Restated) (in million Baht) Net book value at 1 October 2019 / 2018 35,690 35,622 6,378 6,479 Acquisitions during the period 406 817 49 54 Disposals during the period - net book value (397) (26) (345) (21) Sales investment in subsidiary - net book value - (45) - - Transfer in: Real estate projects under development - 31 - - Depreciation for the period (413) (410) (48) (47) Cost of management fee (5) - - - Impairment loss (13) (18) - - Net book value at 31 March 35,268 35,971 6,034 6,465

Consolidated Separate financial statements financial statements 2020 2019 2020 2019 (Restated) (in million Baht) Depreciation expenses included in: Cost of rental and related service 361 337 26 22 Administrative expense 52 73 22 25 413 410 48 47

Investment properties of the Group comprise investment properties for industrial and investment properties for commercial.

Investment properties for industrial comprise land and land improvements, construction in progress, common properties, factory and warehouse buildings.

Investment properties for commercial comprise office buildings for rent which are part of assets located on leasehold land for which GOLD made prepayment for land rental. The ownership of the office buildings for rent will be vested in the lessor upon conditions stipulated in various lease agreements (see note 11).

Collaterals

The Group and the Company have collaterals in investment properties for industrial as detail in note 13.

42 Frasers Property (Thailand) Public Company Limited and its Subsidiaries Notes to the condensed interim financial statements For the three-month and six-month periods ended 31 March 2020 (Unaudited)

11 Prepaid land rental

Movements during the six-month periods ended 31 March were as follows:

Consolidated Separate financial statements financial statements 2020 2019 2020 2019 (Restated) (in million Baht) Cost At 1 October 2019 / 2018 2,134 2,134 - - Increase 234 - - - At 31 March 2,368 2,134 - -

Amortisation At 1 October 2019 / 2018 479 384 - - Amortisation for the period 43 41 - - Accrued long - term rental expenses 6 3 - - At 31 March 528 428 - -

Net book value At 1 October 2019 / 2018 1,655 1,750 - - At 31 March 1,840 1,706 - -

Net book value consists of At 1 October 2019 / 2018 Prepaid land rental 1,668 1,756 - - Accrued long-term rental expenses (13) (6) - - 1,655 1,750 - - At 31 March Prepaid land rental 1,855 1,712 - - Accrued long-term rental expenses (15) (6) - - 1,840 1,706 - -

12 Property, plant and equipment

Movements during the six-month periods ended 31 March were as follows:

Consolidated Separate financial statements financial statements 2020 2019 2020 2019 (Restated) (in million Baht) Net book value at 1 October 2019 / 2018 2,626 2,558 10 10 Acquisitions during the period 51 55 13 4 Disposals during the period - net book value (2) (1) - - Depreciation for period (92) (75) (3) (2) Net book value at 31 March 2,583 2,537 20 12

43 Frasers Property (Thailand) Public Company Limited and its Subsidiaries Notes to the condensed interim financial statements For the three-month and six-month periods ended 31 March 2020 (Unaudited)

Collaterals

The Group and the Company have collaterals in land and land improvements and buildings as note 13.

13 Interest-bearing liabilities

Consolidated Separate financial statements financial statements 31 30 31 30 March September March September Note 2020 2019 2020 2019 (in million Baht) Current Short-term loans from financial institution - Secured 2,040 497 - - - Unsecured 9,047 7,592 998 2,997 Current portion of long-term loan from financial institution - Secured 1,717 1,030 - - Current portion of long-term note payable - Secured 254 251 - - Current portion of debentures - Unsecured 14 6,700 6,820 4,700 1,820 Total current interest- bearing liabilities 19,758 16,190 5,698 4,817

Non-current Long-term loan from financial institution - Secured 2,177 2,519 - - Long-term loans from shareholder of subsidiary (exclude accrued interest) - Unsecured 273 273 - - Debentures - Unsecured 14 36,771 30,776 27,279 25,781 Total non-current interest- bearing liabilities 39,221 33,568 27,279 25,781

The periods to maturity of interest-bearing liabilities, excluding finance lease liabilities, as at 31 March 2020 and 30 September 2019 were as follows:

Consolidated Separate financial statements financial statements 31 30 31 30 March September March September 2020 2019 2020 2019 (in million Baht) Within one year 19,758 16,190 5,698 4,817 After one year but within five years 36,324 32,368 24,382 24,581 After five years 2,897 1,200 2,897 1,200 Total 58,979 49,758 32,977 30,598

44 Frasers Property (Thailand) Public Company Limited and its Subsidiaries Notes to the condensed interim financial statements For the three-month and six-month periods ended 31 March 2020 (Unaudited)

Secured interest-bearing liabilities as at 31 March 2020 and 30 September 2019 have secure on the following assets as follows:

Consolidated Separate financial statements financial statements 31 30 31 30 Note March September March September 2020 2019 2020 2019 (in million Baht)

Real estate projects under development 7 11,735 9,117 - - Investment properties for industrial 10 968 2,587 - - Property, plant and equipment 12 786 797 - - Total 13,489 12,501 - -

(a) As at 31 March 2020, the Group and the Company had unutilised credit facilities totalling Baht 7,819.66 million and Baht 2,983.49 million, respectively (30 September 2019: Baht 7,476.96 million and Baht 2,620 million, respectively).

(b) As at 31 March 2020, the Company had short-term loan from financial institution with interest of 1.13% per annum (30 September 2019: 1.70% -1.81% per annum).

45 Frasers Property (Thailand) Public Company Limited and its Subsidiaries Notes to the condensed interim financial statements For the three-month and six-month periods ended 31 March 2020 (Unaudited)

14 Debentures

Significant detail of the debentures as at 31 March 2020 and 30 September 2019 were as follows:

Consolidated Separate financial statements financial statements 31 30 31 30 March September March September No. Issue date Maturity date Age Interest rate 2020 2019 2020 2019 (Year) (% per annum) (in million Baht) Issued by Company 6/2012 26 September 2012 26 September 2022 10 4. 90 1,000 1,000 1,000 1,000 2/2013 15 May 2013 15 May 2020 7 4. 30 500 500 500 500 5/2013 18 October 2013 18 October 2019 6 4. 85 - 620 - 620 2/2014 18 July 2014 18 July 2021 7 4. 80 800 800 800 800 2/2015 15 May 2015 15 May 2022 7 3. 69 1,000 1,000 1,000 1,000 3/2015 14 August 2015 14 August 2020 5 3. 22 600 600 600 600 3/2015 14 August 2015 14 August 2023 8 4. 03 700 700 700 700 1/2016 18 May 2016 18 May 2020 4 2. 29 100 100 100 100 1/2016 18 May 2016 18 May 2023 7 3. 35 2,300 2,300 2,300 2,300 1/2018 14 March 2018 14 March 2021 3 2. 20 1,500 1,500 1,500 1,500 1/2018 14 March 2018 14 March 2023 5 2. 75 2,500 2,500 2,500 2,500 1/2018 14 March 2018 14 March 2028 10 3. 58 1,000 1,000 1,000 1,000 1/2019 15 February 2019 15 February 2021 2 2. 61 2,000 2,000 2,000 2,000 1/2019 15 February 2019 15 February 2022 3 2. 91 2,300 2,300 2,300 2,300 1/2019 15 February 2019 15 February 2024 5 3. 36 500 500 500 500 1/2019 15 February 2019 15 February 2029 10 3. 80 200 200 200 200 2/2019 9 May 2019 9 May 2021 2 2. 80 4,000 4,000 4,000 4,000 2/2019 9 May 2019 9 May 2022 3 3. 00 6,000 6,000 6,000 6,000 1/2020 14 January 2020 14 January 2023 3 2.00 500 - 500 - 2/2020 14 January 2020 14 July 2023 3.5 2.10 1,000 - 1,000 - 3/2020 14 January 2020 14 January 2025 5 2.36 1,800 - 1,800 - 4/2020 14 January 2020 14 January 2027 7 2.85 500 - 500 - 5/2020 14 January 2020 14 January 2030 10 3.20 1,200 - 1,200 - 32,000 27,620 32,000 27,620 46 Frasers Property (Thailand) Public Company Limited and its Subsidiaries Notes to the condensed interim financial statements For the three-month and six-month periods ended 31 March 2020 (Unaudited)

47 Frasers Property (Thailand) Public Company Limited and its Subsidiaries Notes to the condensed interim financial statements For the three-month and six-month periods ended 31 March 2020 (Unaudited)

The outstanding balance of debentures classified by the period to maturity as at 31 March 2020 and 30 September 2019 were as follows:

Consolidated Separate financial financial statements statements 31 30 31 30 March September March September Note 2020 2019 2020 2019 (in million Baht) Debentures matured within one year 13 6,700 6,820 4,700 1,820 Debentures matured after one year 13 36,771 30,776 27,279 25,781 Total 43,471 37,596 31,979 27,601

As at 31 March 2020, the debentures of the Group are name specified, unsubordinated, and unsecured, without debenture holder nominee. The debentures’ offer price was Baht 1,000 per unit and had a face value of Baht 1,000 each. The interest will be repaid every 6 months throughout the term of the debentures. In addition, the Group must comply with certain conditions and maintain its debt-to-equity ratio according to the specified conditions over the term of the debentures.

15 Share capital

Par value 2020 2019 per share Number Amount Number Amount (in Baht) (million shares / in million Baht) Authorised At 1 October 2019 / 2018 - ordinary shares 1 2,935 2,935 2,751 2,751 Reduction of ordinary shares 1 (918) (918) (917) (917) Increase of new shares 1 1,210 1,210 1,101 1,101 At 31 March - ordinary shares 1 3,227 3,227 2,935 2,935

Issued and paid-up At 1 October 2019 / 2018 - ordinary shares 1 2,017 2,017 1,834 1,834 At 31 March - ordinary shares 1 2,017 2,017 1,834 1,834

The holders of ordinary shares are entitled to receive dividends as declared from time to time, and are entitled to one vote per share at meetings of the Company.

On 24 January 2020, the annual general meeting of shareholders approved the reduction of the registered capital from Baht 2,934.63 million to Baht 2,016.76 million by cancelling 917.87 million unissued ordinary shares, at par value of Baht 1 per share. On the same day, the meeting of shareholders approved the increase of the registered capital from Baht 2,016.76 million to Baht 3,226.82 million by issuing ordinary shares totaling 1,210.06 million shares, at par value of Baht 1 per share. The Company registered the reduction and the increase in registered share capital with the Ministry of Commerce on 3 February 2020 and 4 February 2020, respectively.

48 Frasers Property (Thailand) Public Company Limited and its Subsidiaries Notes to the condensed interim financial statements For the three-month and six-month periods ended 31 March 2020 (Unaudited)

16 Segment information

The Group has 5 reportable segments, as described below, which are the Group’s strategic divisions. The strategic divisions offer different services, and are managed separately because they require different technology and marketing strategies. For each of the strategic divisions, the chief operating decision maker (CODM) reviews internal management reports on at least a quarterly basis. The following summary describes the operations in each of the Group’s reportable segments.

x Segment 1 Real estate business x Segment 2 Rental and commercial building business x Segment 3 Hotel business x Segment 4 The development of investment properties - factories x Segment 5 The development of investment properties - warehouses

Other operations include the non-operating business units and others which do not meet the quantitative thresholds for determining reportable segments in 2020 or 2019.

There are some inter-segment transactions in the Group. Inter-segment pricing is determined on an arm’s length basis.

Information regarding the results of each reportable segment is included below. Performance is measured based on segment profit before tax, as included in the internal management reports that are reviewed by the Group’s CODM. Segment profit before tax is used to measure performance as management believes that such information is the most relevant in evaluating the results of certain segments relative to other entities that operate within these industries.

Geographical segments

The Group is managed and operates principally in Thailand. There are no material revenues derived from foreign countries.

49 Frasers Property (Thailand) Public Company Limited and its Subsidiaries Notes to the condensed interim financial statements For the three-month and six-month periods ended 31 March 2020 (Unaudited)

Information about reportable segments

Three-month period Segment 1 Segment 2 Segment 3 Segment 4 Segment 5 Others Eliminations Total ended 31 March 2020 2019 2020 2019 2020 2019 2020 2019 2020 2019 2020 2019 2020 2019 2020 2019 (Restated) (Restated) (Restated) (Restated) (Restated) (Restated) (Restated) (Restated) (in million Baht) External revenue 3,557 4,396 299 285 113 153 174 122 296 319 102 88 - - 4,541 5,363 Inter - segment revenue - - 2 1 1 - - - 2 - 63 52 (68) (53) - - Total 3,557 4,396 301 286 114 153 174 122 298 319 165 140 (68) (53) 4,541 5,363 Other income 549 146 Total income 5,090 5,509

Gain (loss) on sale of investment properties ------49 - (19) (1) - - - - 30 (1) Total profit (loss) for reportable segments before finance cost and income tax 454 692 85 81 (8) 7 71 57 139 146 75 51 (1) (1) 815 1,033 Finance cost (289) (168) Gain on sales of investment in associate 384 - Share of profit of investments in associates and joint venture net of unrealised gains on sale of properties to associate and joint ventures 51 73 Profit before income tax 961 938

50 Frasers Property (Thailand) Public Company Limited and its Subsidiaries Notes to the condensed interim financial statements For the three-month and six-month periods ended 31 March 2020 (Unaudited)

Six-month period Segment 1 Segment 2 Segment 3 Segment 4 Segment 5 Others Eliminations Total ended 31 March 2020 2019 2020 2019 2020 2019 2020 2019 2020 2019 2020 2019 2020 2019 2020 2019 (Restated) (Restated) (Restated) (Restated) (Restated) (Restated) (Restated) (Restated) (in million Baht) External revenue 7,103 8,152 605 573 257 297 297 901 615 852 232 180 - - 9,109 10,955 Inter - segment revenue - - 3 3 1 - 1 - 3 - 122 107 (130) (110) - - Total 7,103 8,152 608 576 258 297 298 901 618 852 354 287 (130) (110) 9,109 10,955 Other income 564 225 Total income 9,673 11,180

Gain (loss) on sale of investment properties ------49 653 (19) 235 - - - - 30 888 Total profit (loss) for reportable segments before finance cost and income tax 938 1,183 165 149 (8) 8 34 715 267 484 121 127 (4) 9 1,513 2,675 Finance cost (551) (321) Gain on sales of investment in associate 384 - Share of profit (loss) of investments in associates and joint venture net of unrealised gains on sale of properties to associate and joint ventures 56 (41) Profit before income tax 1,402 2,313

51 Frasers Property (Thailand) Public Company Limited and its Subsidiaries Notes to the condensed interim financial statements For the three-month and six-month periods ended 31 March 2020 (Unaudited)

Segment 1 Segment 2 Segment 3 Segment 4 Segment 5 Others Eliminations Total 31 30 31 30 31 30 31 30 31 30 31 30 31 30 31 30 March September March September March September March September March September March September March September March September 2020 2019 2020 2019 2020 2019 2020 2019 2020 2019 2020 2019 2020 2019 2020 2019 (in million Baht) Segment assets Reportable segment assets 39,059 33,508 7,525 7,616 1,748 1,809 19,275 19,401 24,582 24,252 6,686 3,326 (11,379) (10,320) 87,496 79,592 Investments in associates 10,105 9,547 Investments in joint venture 2,632 2,664 Other assets 642 583 Total assets 100,875 92,386

Segment liabilities

Reportable segment liabilities 23,538 18,131 6,791 6,974 913 939 18,901 16,533 12,287 12,008 6,435 4,775 (11,187) (10,121) 57,678 49,239 Long-term loan 15,000 15,000 Other liabilities 270 277 Total liabilities 72,948 64,516

52 Frasers Property (Thailand) Public Company Limited and its Subsidiaries Notes to the condensed interim financial statements For the three-month and six-month periods ended 31 March 2020 (Unaudited)

17 Income tax expense

Income tax expense is recognised based on management’s best estimate of weighted average rate annual income tax rate expected for the full financial year multiplied to the pre-tax income of the interim period. The Group’s and the Company’s effective tax rate in respect of continuing operations for the six-month period ended 31 March 2020 were 17.33% and 0.06%, respectively.

The total income tax expense in the separate statement of income is less than the amount calculated by applying tax rate multiplied by net profit for the period because caused mainly from dividend income which is a non-taxable income.

18 Dividend

At the annual general meeting of the shareholders of the Company held on 24 January 2020, the shareholders approved the appropriation of profit as a legal reserve of Baht 18.34 million and the dividend payment of Baht 0.46 per share for 2,016.76 million ordinary shares, amounting to Baht 927.71 million. The dividend was paid to shareholders on 7 February 2020.

At the annual general meeting of the shareholders of the Company held on 25 January 2019, the shareholders approved the appropriation of profit as a legal reserve of Baht 1.38 million and the dividend payment of Baht 0.27 per share for 1,834.15 million ordinary shares, amounting to Baht 495.22 million. The dividend was paid to shareholders on 7 February 2019.

19 Financial instruments

Carrying amount and fair values

The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.

Consolidated financial statements Carrying Fair value amount Level 1 Level 2 Level 3 Total (in million Baht) 31 March 2020 Financial liabilities not measured at fair value Long-term loans and accrued interest expenses from shareholder of subsidiary 548 - - 402 402 Debentures (Face value) 43,500 - 44,287 - 44,287 Customer deposits 585 - - 538 538

53 Frasers Property (Thailand) Public Company Limited and its Subsidiaries Notes to the condensed interim financial statements For the three-month and six-month periods ended 31 March 2020 (Unaudited)

Consolidated financial statements Carrying Fair value amount Level 1 Level 2 Level 3 Total (in million Baht) 30 September 2019 Financial liabilities not measured at fair value Long-term loans and accrued interest expenses from shareholder of subsidiary 540 - - 424 424 Debentures (Face value) 37,620 - 38,215 - 38,215 Customer deposits 584 - - 529 529

Separated financial statements Carrying Fair value amount Level 1 Level 2 Level 3 Total (in million Baht) 31 March 2020 Financial assets and financial liabilities not measured at fair value Long-term loans to related parties 10,489 - - 11,156 11,156 Debentures (Face value) 32,000 - 32,689 - 32,689 Customer deposits 155 - - 145 145

30 September 2019 Financial assets and financial liabilities not measured at fair value Long-term loans to related parties 10,110 - - 10,617 10,617 Debentures (Face value) 27,620 - 28,199 - 28,199 Customer deposits 145 - - 137 137

Fair value of other current finance assets and liabilities are taken to approximate the carrying value due to most of those financial instruments will be matured in short time.

Fair value of other non-current finance assets and liabilities other than those presented in the table above is taken to approximate the carrying value because most of those financial instruments bear interest at market rates.

Measurement of fair values

Valuation techniques and significant unobservable inputs

Financial instruments not measured at fair value

Type Valuation technique Significant unobservable inputs Long-term loan from Discounted cash flows Discount rate shareholder of subsidiary and long-term loans to related parties Customer deposits Discounted cash flows Discount rate Debentures Market price Discount rate

54 Frasers Property (Thailand) Public Company Limited and its Subsidiaries Notes to the condensed interim financial statements For the three-month and six-month periods ended 31 March 2020 (Unaudited)

20 Commitments with non-related parties

Consolidated Separate financial statements financial statements 31 March 30 September 31 March 30 September 2020 2019 2020 2019 (in million Baht) Capital commitments Contracted but not provided for: Agreements with contractors 898 23 - - Agreements for consultants 36 27 4 - Software licenses - 8 - - Total 934 58 4 -

Future minimum lease payments under non-cancellable operating leases Within one year 167 149 15 14 After one year but within five years 550 488 64 54 After five years 2,935 2,290 257 124 Total 3,652 2,927 336 192

Other commitments Land sales and purchase agreement 1,089 1,245 - - Bank guarantees 3,390 3,036 27 28 Contracts for residential projects under development 985 1,324 - - Total 5,464 5,605 27 28

As at 31 March 2020, significant agreements entered into with non-related parties are as follows:

(a) Land lease agreements

The subsidiary entered to land lease agreements. The term of the agreements are 30 years with the rental rate of Baht 7.77 million per annum for the first year. The rental fee will be increased as stated in the agreements.

The Group entered into land various lease agreement in order to real estate projects under development, investment properties for industrial and investment properties for commercial. The terms of the agreements are generally between 27 years to 34 years which will end in 2049. The Group have to comply with the rules and conditions stated in the agreements.

At 31 March 2020, GOLD and GOLD’s subsidiaries for land lease are as follows:

Sathorn Square Project Golden Land and W hotel FYI Center Building Bangkok Project Project Total (in million Baht) Within one year 50 23 5 78 After one year but within five years 200 101 5 306 After five years 763 804 - 1,567 Total 1,013 928 10 1,951 55 Frasers Property (Thailand) Public Company Limited and its Subsidiaries Notes to the condensed interim financial statements For the three-month and six-month periods ended 31 March 2020 (Unaudited)

(b) Office equipment lease agreement

As 31 March 2020, the Group has various office equipment lease agreement for periods of 1-5 years. Under the term of agreements, the Group has committed to pay a monthly fixed rental fee as stated in the agreement. The agreements will be expired in various months up to December 2022.

GOLD has entered into an agreement for management of commercial projects for a period of 3 years ending 31 October 2021. This company will provide management service for commercial projects and GOLD has to pay service fee as specified in the agreements.

GOLD’s subsidiary has entered into an agreement for management of two commercial projects for a period of 3 years ending 31 July 2022 and 28 February 2023, with an option to extend for another period of 3 years. This company will provide management service for commercial projects and GOLD’s subsidiary has to pay service fee as stated in the agreements.

(d) Contractor agreement

The subsidiary entered into a contractor agreement with a company for the construction of warehouse totalling Baht 1,032.98 million.

(e) Service agreement

The subsidiary entered into a service agreement with a company to receive the consulting service for the construction of standard warehouses for rent. The subsidiary agreed to pay a service fee totalling Baht 40 million for the period of 10 years as stated in the agreement.

21 Events after the reporting period

Issuance of debentures

In May 2020, the Company issuance and allotment of debenture totaling 2 series amounting to Baht 1,000 million and terms are 7 years and 10 years.

Increase in investment in associate

In May 2020, associate has increased share capital as follow:

Additional Share Additional Paid-up by the Associate Held by holding share capital Company (%) (in million Baht) TRA Land Development Frasers Property (Thailand) Company Limited Public Company Limited 50.00 1,398 699

56 Frasers Property (Thailand) Public Company Limited and its Subsidiaries Notes to the condensed interim financial statements For the three-month and six-month periods ended 31 March 2020 (Unaudited)

Delisting of GOLD

At the Board of Directors’ meeting of the Company held on 12 May 2020, the Board approved the tender offer for the delisting of Golden Land Property Development Public Company Limited “GOLD” from the Stock Exchange of Thailand at the price of Baht 8.50 per share.

Allotment of newly-issued ordinary shares

At the Board of Directors’ meeting of the Company held on 12 May 2020, the Board approved the allotment of newly-issued ordinary shares in the amount not exceeding 302.51 million shares, at the par value of Baht 1 per share, offering price at Baht 10.60 per share, to be offered to the existing shareholders of the Company according to their shareholding proportion under the General Mandate. The subscription and payment period is during 29 June 2020 to 3 July 2020.

22 Thai Financial Reporting Standards (TFRS) not yet adopted

A number of new and revised TFRS which relevant to the Group’s operations are expected to have significant impact on the consolidated and separate financial statements on the date of initial application. Those TFRS become effective for annual financial reporting periods beginning on or after 1 January of the following years.

TFRS Topic Effective TFRS 7* Financial Instruments: Disclosures 2020 TFRS 9* Financial Instruments 2020 TFRS 16 Leases 2020 TAS 32* Financial Instruments: Presentation 2020 TFRIC 16* Hedges of a Net Investment in a Foreign Operation 2020 TFRIC 19* Extinguishing Financial Liabilities with Equity Instruments 2020

* TFRS - Financial instruments standards

(a) TFRS - Financial instruments standards

These TFRS - Financial instruments standards establish requirements related to definition, recognition, measurement, impairment and derecognition of financial assets and financial liabilities, including accounting for derivatives and hedge accounting. When these TFRS become effective, some accounting standards, interpretations and guidance which are currently effective will be cancelled.

The impact on the financial statements

Management is currently considering the potential impact from TFRS-Financial instruments standards on the financial statements in the initial period adopted.

(b) TFRS 16 Leases

TFRS 16 introduces a single lessee accounting model for lessees. A lessee recognises a right-of- use asset and a lease liability, with recognition exemptions for short-term leases and leases of low- value items. Lease accounting for lessor remains similar to the current standard, i.e. lessors continue to classify leases as finance or operating leases. When this TFRS is effective, some accounting standards and interpretations which are currently effective will be cancelled.

57 Frasers Property (Thailand) Public Company Limited and its Subsidiaries Notes to the condensed interim financial statements For the three-month and six-month periods ended 31 March 2020 (Unaudited)

Currently, the Group recognises payments made under operating leases and relevant lease incentives in profit or loss on a straight-line basis over the term of the lease, and recognised assets and liabilities only to the extent that there was a timing difference between actual lease payments and the expense recognised. Under TFRS 16, the Group will recognise right-of-use assets and lease liabilities for its operating leases as disclosed in Note 20. As a result, the nature of expenses related to those leases will be changed because the Group will recognise depreciation of right-of- use assets and interest expense on lease liabilities.

The Group sub-leases some of its properties as disclosed in Note 5. Currently, the head lease and sub-lease contracts were classified as operating leases and recognised lease income and payment in profit or loss on a straight-line basis over the term of the leases. Under TFRS 16, the right-of- use assets recognised from the head leases are presented in investment property and measured at cost method. The Group reassess the classification of sub-leases and expects that they will reclassify as finance leases, resulting in recognition of finance lease receivables.

Transition

The Group plans to apply TFRS 16 initially on 1 October 2020, using the modified retrospective approach. Therefore, the cumulative effect of adopting TFRS 16 will be recognised as an adjustment to the retained earnings at 1 October 2020, with no restatement of comparative information.

The Group plans to apply the practical expedient to grandfather the definition of a lease on transition. This means that it will apply TFRS 16 to all contracts entered into before 1 October 2020 and identified as leases in accordance with TAS 17.

The preliminary impact assessment of initially applying TFRS 16 on the financial statements is as follows:

Consolidated Separate Statement of financial position financial statements financial statements 1 October 2020 1 October 2020 (in million Baht) Increase in finance lease receivables 785 - Increase in right-of-use property, plant and equipment 439 62 Increase in right-of-use investment properties 2,638 194 Decrease in investment properties (2,835) - Decrease in investment in associate and joint venture (437) - Increase in deferred tax assets 804 - Decrease in prepaid land rental (2,053) (4) Increase (decrease) in other assets (16) 4 Increase in lease liabilities (2,450) (256) Decrease in unearned rental income 6,329 - Increase in deferred tax liabilities (1,316) - Decrease in other liabilities 20 - Increase in retained earnings (1,908) -

58 Frasers Property (Thailand) Public Company Limited and its Subsidiaries Notes to the condensed interim financial statements For the three-month and six-month periods ended 31 March 2020 (Unaudited)

23 Reclassification of accounts

Certain account in the 2019 financial statements have been reclassified to conform to the presentation in the 2020 financial statements.

2019 Consolidated Separate financial statements financial statements Before After Before After Reclassi- Reclassi- Reclassi- Reclassi- Reclassi- Reclassi- fication fication fication fication fication fication (in million Baht) Statement of financial position as at 30 September 2019 Trade accounts receivable 176 3 179 36 2 38 Other receivables 256 (6) 250 35 (5) 30 Short term loans from financial institutions (8,092) 3 (8,089) (3,000) 3 (2,997) - -

Statement of income for three-month period ended 31 March 2019 Rental and related service revenue (401) (41) (442) (91) (19) (110) Utilities revenue (7) 7 - (1) 1 - Revenue from rendering of services (16) 16 - (6) 6 - Management fee income from associate (76) 76 - - - - Management fee income - (76) (76) - (27) (27) Dividend income - - - (35) 35 - Interest income (41) 41 - (157) 157 - Investment income - (41) (41) - (192) (192) Gain on sales of investment properties - 1 1 - - - Other income (23) 18 (5) (48) 39 (9) Cost of rental and related services 118 59 177 17 20 37 Cost of sales of properties 1 (1) - - - - Utilities costs 5 (5) - 2 (2) - Distribution costs 15 11 26 9 9 18 Cost of management income - 37 37 - 22 22 Cost of rendering of services 11 (11) - 3 (3) - Administrative expenses 197 (51) 146 101 (33) 68 Depreciation 40 (40) - 13 (13) - Share of profits (loss) of associates and joint ventures net of unrealised gains (losses) on sales of properties to associates and joint ventures - (61) (61) - - - Share of profits of associates and joint ventures (61) 61 ------

59 Frasers Property (Thailand) Public Company Limited and its Subsidiaries Notes to the condensed interim financial statements For the three-month and six-month periods ended 31 March 2020 (Unaudited)

2019 Consolidated Separate financial statements financial statements Before After Before After Reclassi- Reclassi- Reclassi- Reclassi- Reclassi- Reclassi- fication fication fication fication fication fication (in million Baht) Statement of income for six-month period ended 31 March 2019 Rental and related service revenue (791) (74) (865) (196) (30) (226) Revenue from sales of properties (2,025) 2,025 - (1,347) 1,347 - Utilities revenue (13) 13 - (3) 3 - Revenue from rendering of services (32) 32 - (9) 9 - Management fee income from associate (159) 159 - - - - Management fee income - (159) (159) - (54) (54) Dividend income - - - (38) 38 - Interest income (69) 69 - (300) 300 - Investment income - (69) (69) - (338) (338) Gain on sales of investment properties - (888) (888) - (653) (653) Realised gain on sales of properties (8) 8 - - - - Other income (45) 29 (16) (87) 72 (15) Cost of rental and related services 235 110 345 35 36 71 Cost of sales of properties 1,134 (1,134) - 694 (694) - Utilities costs 10 (10) - 3 (3) - Distribution costs 23 23 46 15 16 31 Cost of management income - 70 70 - 44 44 Cost of rendering of services 21 (21) - 6 (6) - Administrative expenses 381 (88) 293 195 (60) 135 Depreciation 84 (84) - 27 (27) - Share of profits of associates and joint ventures net of unrealised gains on sales of properties to associates and joint ventures - 73 73 - - - Share of profits of associates and joint ventures (126) 126 - - - - Unrealised gains on sales of properties to associates 210 (210) ------

The reclassifications have been made because, in the opinion of management, the new classification is more appropriate to the Group’s business.