The Opinions of the Independent Financial Advisor on the Acquisition of Assets

Attachment No. 7 Information Memorandum on Acquisition of Assets of Dusit Thani Public Company Limited in respect of Pathumwan Project and ASAI Chinatown Project (List 2)

and

Attachment No. 8 The opinions of the Independent Financial Advisor on the acquisition of assets

(For the purpose of translation only) Item Page

Attachment No. 7 1 - 37 Information Memorandum on Acquisition of Assets of Dusit Thani Public Company Limited in respect of Pathumwan Project and ASAI Chinatown Project (List 2)

Attachment No. 8 1 - 75 The opinions of the Independent Financial Advisor on the acquisition of assets

(For the purpose of translation only)

1 (Translation)

Attachment No. 7

Information Memorandum on Acquisition of Assets of Dusit Thani Public Company Limited in respect of Pathumwan Project and ASAI Chinatown Project (List 2)

The Board of Directors’ Meeting No. 4/2019 of Dusit Thani Public Company Limited (the “Company”), held on 15 March 2019, resolved to approve the following agenda items:

(a) The sublease of certain areas in Baan Rajprasong building located at No. 3 Soi Mahardlekluang 3, Rajdamri Road, Lumpini Sub-distirct, Pathumwan District, Bangkok Metropolis from Baan Rajprasong Public Company Limited (which is the lessee of Baan Rajprasong building). The Company will sublease the areas from the 3rd to the 12th and the 12A floor and other areas in Baan Rajprasong building, with a total area of 9,499.56 square meters (the “Area in Baan Rajprasong Building”), for a period of approximately 19 years from the date of the registration of the sub-lease agreement until 31 October 2038 and the purchase of the assets located in the Area in Baan Rajprasong Building from Baan Rajprasong Public Company Limited in order to operate a hotel business, long-stay rental business, restaurant business and other businesses, with the total consideration of THB 740,000,000 which the Company must make payment to Baan Rajprasong Public Company Limited (this transaction is called the “Pathumwan Project”); and

(b) The registration of the right to usufruct of some areas from the 4th to the 8th floors of the building, located at No. 527 Charoenkrung Road, Pom Prap Sub-district, Pom Prap Sattru Phai District, Bangkok Metropolis, with a total area of approximately 8,992.50 square meters (the “Area in I’m Chinatown Building”) under 2 Usufruct Agreements, for a total period of approximately 32 years and the purchase of the assets (Furniture, Fixtures and Equipment (FF&E)), located in the Area in I’m Chinatown Building from I’m Chinatown Co., Ltd. in order to operate a hotel business, restaurant business, and other businesses (this transaction is called the “ASAI Chinatown Project”).

The entry into the transactions in (a) and (b) above constitutes an asset acquisition transaction in accordance with Notification of the Capital Market Supervisory Board No. TorChor. 20/2551 Re: Rules on Entering into Material Transactions Deemed as Acquisitions or Disposal of Assets, and the Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Acquisition and Disposition of Assets, 2004 (including any amendment thereto) (collectively, the “Notifications on Asset Acquisition and Disposal”), having the highest transaction value of 15.03 percent, calculated based on the Total Value of Consideration basis, based on the audited Consolidated Financial Statements of the Company ending 31 December 2018. After calculating the value of all asset acquisitions which have occurred during the past six months based on the Total Value of Consideration basis and when combined with the total value of the asset acquisition transactions related to the Dusit Thani Maldives hotel project, the subscription for the newly-issued investment units of Dusit Thani Freehold and Leasehold Real Estate Investment Trust (the “DREIT”), the Board of Directors proposed in the Meeting of the Board of Directors No. 3/2019 on 25 February 2019 that the shareholders’ meeting No. 26/2019 consider approving the entry into the transactions, whereby the highest transaction value is equivalent to 40.15 percent based on the Total Value of Consideration basis.

However, the entering into of the transactions in (a) and (b) is not deemed as a connected transaction of the Company.

Therefore, the Board of Directors deems it appropriate to propose that the shareholders’ meeting to consider approving the entry into of the asset acquisition transactions in relation to the Pathumwan Project and the ASAI Chinatown Project, along with acquisition and disposal of the Company’s assets in

1 relation to the Dusit Thani Maldives hotel project, and the subscription for the newly-issued investment units of the DREIT. As a result, the Company has the duty to undertake the following acts:

(a) to prepare a report for and disclose the information memorandum in accordance with the Notifications on Asset Acquisition and Disposal immediately upon the entering into of the asset acquisition transactions;

(b) to appoint an independent financial advisor to provide opinions to the shareholders of the Company regarding the asset acquisition transactions, and deliver such opinions to the shareholders of the Company together with the notice summoning a shareholders’ meeting;

(c) to deliver the notice summoning a shareholders’ meeting to the shareholders at least 14 days in advance, containing the information required by the Notifications on Asset Acquisition and Disposal; and

(d) to convene a shareholders’ meeting in order to approve the entering into of the asset acquisition transactions, whereby the resolutions must be passed by votes of not less than three-fourths of the total votes of the shareholders attending the meeting and having the right to vote, without counting the votes cast by any interested shareholders.

The Company will propose that the shareholders’ meeting, which will be convened on 26 April 2019, consider and approve the entering into of an asset acquisition and disposal transaction in relation to the Pathumwan Project and the ASAI Chinatown Project.

In addition, the Company has appointed Jay Capital Advisory Limited, as an independent financial advisor to provide opinions regarding the asset acquisition and disposal transactions of in respect of the Pathumwan Project and the ASAI Chinatown Project with the details set out in Attachment No. 8.

In this regard, the Company would like to inform you of the information in relation to the Pathumwan Project and the ASAI Chinatown Project as follows:

1. Information Memorandum in accordance with List 2

1.1 Transaction Date

After the Company has been granted approval from the shareholders’ meeting to enter into the relevant transactions:

(a) The Pathumwan Project

The Company will sublease certain areas in the Area in Baan Rajprasong Building and purchase the assets located in such areas from Baan Rajprasong Public Company Limited in order to operate hotel business, long-term lease business, restaurant business and other businesses, whereby the Company expects that the registration of the sub-lease agreement and the transactions in relation to the Pathumwan Project will be completed by 30 April 2019.

(b) The ASAI Chinatown Project

The Company will register the usufruct right over the Area in I’m Chinatown Building, utilize the common area of I’m Chinatown Building, and purchase the assets (Furniture, Fixtures and Equipment (FF&E)) located in the Area in I’m Chinatown Building from I’m Chinatown Co., Ltd. in order to operate the hotel business and other businesses, whereby the Company expects that the transactions in relation to the ASAI Chinatown

2 3 relation to the Dusit Thani Maldives hotel project, and the subscription for the newly-issued investment Project will be completed upon the completion of all conditions precedent which are expected units of the DREIT. As a result, the Company has the duty to undertake the following acts: to be completed by December 2019.

(a) to prepare a report for and disclose the information memorandum in accordance with the In this regard, as the entry into to the Pathumwan Project and the ASAI Chinatown Project must Notifications on Asset Acquisition and Disposal immediately upon the entering into of the be approved by the shareholders’ meeting of the Company, where the shareholders’ meeting asset acquisition transactions; does not approve the entry into such projects, the Company may cancel the entry into such projects without payment or penalty to the counterparty. (b) to appoint an independent financial advisor to provide opinions to the shareholders of the Company regarding the asset acquisition transactions, and deliver such opinions to the 1.2 Relevant Parties and Relationship with the Company shareholders of the Company together with the notice summoning a shareholders’ meeting; (a) The Pathumwan Project (c) to deliver the notice summoning a shareholders’ meeting to the shareholders at least 14 days in advance, containing the information required by the Notifications on Asset Sub-lessor: Baan Rajprasong Public Company Limited. Acquisition and Disposal; and Sub-lessee: the Company (d) to convene a shareholders’ meeting in order to approve the entering into of the asset acquisition transactions, whereby the resolutions must be passed by votes of not less than Relationship with the Company: No relationship with the Company. three-fourths of the total votes of the shareholders attending the meeting and having the right to vote, without counting the votes cast by any interested shareholders. (b) The ASAI Chinatown Project

The Company will propose that the shareholders’ meeting, which will be convened on 26 April 2019, Grantor: I’m Chinatown Co., Ltd. consider and approve the entering into of an asset acquisition and disposal transaction in relation to the Pathumwan Project and the ASAI Chinatown Project. Receiver: the Company

In addition, the Company has appointed Jay Capital Advisory Limited, as an independent financial Relationship with the Company: No relationship with the Company. advisor to provide opinions regarding the asset acquisition and disposal transactions of in respect of the Pathumwan Project and the ASAI Chinatown Project with the details set out in Attachment No. 8. 1.3 Characteristics of the transaction

In this regard, the Company would like to inform you of the information in relation to the Pathumwan Project (a) The Pathumwan Project and the ASAI Chinatown Project as follows: The Company will sublease the Area in Baan Rajprasong Building for a period of 19 years 1. Information Memorandum in accordance with List 2 and purchase the assets located in such area from Baan Rajprasong Public Company Limited in order to operate the hotel business and other businesses. In this regard, the total 1.1 Transaction Date consideration that the Company shall pay to Baan Rjaprasong Public Company Limited shall not exceed THB 740,000,000. After the Company has been granted approval from the shareholders’ meeting to enter into the relevant transactions: Sub-lessor Baan Rajprasong Public Company Limited (a) The Pathumwan Project Sub-lessee The Company The Company will sublease certain areas in the Area in Baan Rajprasong Building and purchase the assets located in such areas from Baan Rajprasong Public Company Limited Sub-leased property Please see the details in Item 1.4 (a) in order to operate hotel business, long-term lease business, restaurant business and other businesses, whereby the Company expects that the registration of the sub-lease agreement and the transactions in relation to the Pathumwan Project will be completed by 30 April Term of sub-lease Approximately 19 years from the date of registration 2019. of the sub-lease agreement.

(b) The ASAI Chinatown Project Consideration Not exceeding THB 740,000,000. The Company is required to pay the rental fee to the sub-lessor on the The Company will register the usufruct right over the Area in I’m Chinatown Building, date that the registration of the sub-lease agreement is utilize the common area of I’m Chinatown Building, and purchase the assets (Furniture, completed. Fixtures and Equipment (FF&E)) located in the Area in I’m Chinatown Building from I’m Chinatown Co., Ltd. in order to operate the hotel business and other businesses, whereby the Company expects that the transactions in relation to the ASAI Chinatown

2 3

2 3 (b) The ASAI Chinatown Project Conditions Precedent in The Company will sublease the subleased property entering into the sub-lease only when the following conditions are completed: The Company will register the usufruct right over the Area in I’m Chinatown Building, agreement utilize the common area in I’m Chinatown Project for a period of 32 years (under 2 Usufruct 1. The owner of the subleased property allows Agreements) and purchase the assets located in the Area in I’m Chinatown Building from the Company to have the step-in right to I’m Chinatown Co., Ltd. in order to operate the hotel business and other businesses with a remain in the subleased property in case where total value of THB 954.30 million. the sub-lessor fails to pay the rent to the owner; and 2. The sub-lessor has provided the collateral to Grantor Please see the details in Item 1.2 (b) the satisfaction of the Company. Receiver The Company Responsibilities of the The sub-lessee shall comply with the terms and Sub-lessee conditions as specified in the sub-lease agreement, Property The usufruct right of some areas from the4th to 8th which includes the duties to use the sub-leased floor, Building A which is in the I’m Chinatown property in accordance with the purpose of such Project (approximately 8,992.50 square meters) agreement.

Usufruct Term Approximately 32 years (under 2 Usufruct Agreements) Termination and Damages 1) The sub-lessor has the right to terminate the sublease agreement by giving a written notice and/or filing a complaint against the sub-lessee Considerations THB 954.30 million, details of which are as follows: to perform its duties under the sub-lease agreement and/or claim damages from the sub- 1. Usufruct fee (under 2 Usufruct Agreements for a lessee, if any events occurs, which constitutes an total period of 32 years) in the amount of THB event of default by the fault of the sub-lessee. 623.79 million.

2) The sub-lessee has the right to terminate the sub- 2. Fee for utilization of the common area in I’m lease agreement by giving a written notice Chinatown Building according to the Service and/or file a complaint against the sub-lessor to Agreement of Common Area and Assets in the perform its duties under the sub-lease agreement amount of THB 179.29 million. and/or claim damages form the sub-lessor, if any events occurs, which constitutes an event of 3. Investment fee in the FF&E in ASAI Chinatown default by the fault of the sub-lessor. Project according to the FF&E Purchase Agreement in the amount of THB 151.22 million. 3) The sub-lease agreement shall be automatically terminated upon the following events: The Company has paid the payment for this investment in the amount of THB 190.86 million, and a) The expiration of the sub-lease agreement. placed such amount in an escrow account. Such monies will be paid to I’m Chinatown Co., Ltd. upon b) The parties mutually agree to terminate the the upon the completion of the following: agreement. 1. The shareholders meeting of the Company has c) The sub-lessor has no right to use or possess passed a resolution granting approval to proceed the leased property due to the termination of with this transaction according to the conditions the master lease agreement. and terms specified in the Usufruct Agreements.

However, if the sub-lease agreement is terminated due 2. The Company and the Grantor have mutually signed to the fault of the sub-lessor, the sub-lessor shall pay the Usufruct Agreements, the FF&E Purchase the rental fee in proportion to the remaining sublease Agreement and the Services Agreement of period to the Company. Common Area and Assets.

The remaining portion of considerations is under the negotiation process between the Company and the Grantor.

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4 5 (b) The ASAI Chinatown Project

The Company will register the usufruct right over the Area in I’m Chinatown Building, utilize the common area in I’m Chinatown Project for a period of 32 years (under 2 Usufruct Agreements) and purchase the assets located in the Area in I’m Chinatown Building from I’m Chinatown Co., Ltd. in order to operate the hotel business and other businesses with a total value of THB 954.30 million.

Grantor Please see the details in Item 1.2 (b)

Receiver The Company

Property The usufruct right of some areas from the4th to 8th floor, Building A which is in the I’m Chinatown Project (approximately 8,992.50 square meters)

Usufruct Term Approximately 32 years (under 2 Usufruct Agreements)

Considerations THB 954.30 million, details of which are as follows:

1. Usufruct fee (under 2 Usufruct Agreements for a total period of 32 years) in the amount of THB 623.79 million.

2. Fee for utilization of the common area in I’m Chinatown Building according to the Service Agreement of Common Area and Assets in the amount of THB 179.29 million.

3. Investment fee in the FF&E in ASAI Chinatown Project according to the FF&E Purchase Agreement in the amount of THB 151.22 million.

The Company has paid the payment for this investment in the amount of THB 190.86 million, and placed such amount in an escrow account. Such monies will be paid to I’m Chinatown Co., Ltd. upon the upon the completion of the following:

1. The shareholders meeting of the Company has passed a resolution granting approval to proceed with this transaction according to the conditions and terms specified in the Usufruct Agreements.

2. The Company and the Grantor have mutually signed the Usufruct Agreements, the FF&E Purchase Agreement and the Services Agreement of Common Area and Assets.

The remaining portion of considerations is under the negotiation process between the Company and the Grantor.

4 5 1.4 Details of assets to be purchased or disposed of Annual Service Fee THB 2.60 million per year, with the growth rate of 2.25 percent per annum. (a) The Pathumwan Project*

Termination Events and The Company has the right to terminate the The Company will sublease certain areas in the Area in Baan Rajprasong Building located Termination Results agreements, if any of the following events occurs. at No. 3 Soi Mahardlekluang 3, Rajdamri Road, Lumpini Sub-distirct, Pathumwan District, Bangkok Metropolis. The Company will sublease the areas from the 3rd to the 1. Both parties do not enter into the relevant 12th and the 12A floor and other areas in Baan Rajprasong Building, with a total area agreements, and the Company’s shareholders of 9,499.56 square meters, for a period of approximately 19 years from the date of the meeting does not pass a resolution granting its registration of the sub-lease agreement until 31 October 2038. In addition, the Company approval to proceed with this transaction by 30 will purchase the assets located in the Area in Baan Rajprasong Building such as furniture April 2019. and decorative accessories in order to use such assets in operating the hotel business and other businesses. 2. The Grantor is unable to deliver the possession of the assets, which will be completely constructed (b) The ASAI Chinatown Project* and decorated, to the Company by 30 September 2019. The grantor of the usufruct right will register the usufruct right over the areas from the 4th floor to the 8th floor in the building, which consists of 9-floors within the building and 6- 3. The hotel management agreement of I’m basement floors, located at No. 527 Charoenkrung Road, Pom Prap Sub-district, Pom Chinatown Project entered into with the existing Prap Sattru Phai District, Bangkok Metropolis, with a total area of approximately 8,992.50 hotel manager is not terminated, without recourse square meters, for a total period of 32 years (under 2 Usufruct Agreements) to the to legal action, by 31 May 2019. Company. Furthermore, the Company will also purchase the assets located in the Area in I’m Chinatown Building such as furniture and decorative accessories in order to use such 4. All conditions precedent are not completed by 31 assets in operating the hotel business and other businesses. December 2019. Remarks: For the Pathumwan Project, the Company has entered into the sublease 5. The Grantor breaches the agreements, and does not agreement of the Area in Baan Rajprasong Building and other relevant agreements dated remedy such breach within 30 (thirty) days from the 26 March 2019. date of receipt of the notice from the Company. For the ASAI Chinatown Project, the Company and the parties involved are in the process Upon the occurrence of termination events of the of negotiating the terms of the relevant contracts which may be subject to change the details. Usufruct Agreements, and other related agreements as mentioned above, the Company will return to the 1.5 Calculation of transaction value Grantor, within 60 days from the end of the agreements, the assets in good condition, apart from (a) The Pathumwan Project normal wear and tear, together with the components and fixtures of such assets, (excluding furniture and Value (%) based on the equipment which are not a component part which the audited Consolidated Comparison Basis Calculation Procedures Company has procured for decoration purposes. In Financial Statements addition, the Grantor agrees to repay the ending 31 December 2018 considerations and the service fees which have been paid by the Company in advance, including the basic compensation due to the procurement of furniture and 1. Net Tangible Asset (NTA) Not applicable, as it is a case of sublease N/A equipment, in the amount equal to the total Basis of property considerations and service fees which have been paid by the Company in advance, which will be calculated on a daily basis of the remaining unused term of the usufruct. 2. Net Profit Basis Not applicable, as it is a case of sublease N/A The Company and the Grantor are currently negotiating the terms and conditions of the of property agreements. Thus, the terms and conditions of the agreements are subject to revision and change by the parties.

6 7

6 7 1.4 Details of assets to be purchased or disposed of Annual Service Fee THB 2.60 million per year, with the growth rate of 2.25 percent per annum. (a) The Pathumwan Project*

6 7

6 7 Value (%) based on the audited Consolidated Comparison Basis Calculation Procedures Financial Statements ending 31 December 2018

3. Total Value of Consideration 740,000,000 *100 6.39 Basis 11,573,045,611

4. Value of securities issued by the Not applicable, as there is no issuance of N/A Company as consideration for new securities the Acquired Assets Basis

(b) The ASAI Chinatown Project

Value (%) based on the audited Consolidated Comparison Basis Calculation Procedure Financial Statements ending 31 December 2018

1. Net Tangible Asset (NTA) Basis Not applicable, as it is a case of usufruct N/A of property

2. Net Profit Basis Not applicable, as it is a case of usufruct N/A of property

1,000,000,000 *100 3. Total Value of Consideration 8.64 Basis 11,573,045,611

4. Value of securities issued by the Not applicable, as there is no issuance of N/A Company as consideration for new securities the Acquired Assets Basis

1.6 Total Value of Consideration and Value of Assets Acquired

(a) The Pathumwan Project

After the Company has been granted approval from the shareholders’ meeting to enter into the Pathumwan Project, the Company must pay the consideration for the sublease of the area and the assets in the Area in Baan Rajprasong Building in the amount not exceeding

8 9 THB 740,000,000 as a remuneration for the sublease of the building and the transfer of the assets in the Area in Baan Rajprasong Building.

(b) The ASAI Chinatown Project

After the Company has been granted approval from the shareholders’ meeting to enter into the ASAI Chinatown Project, the Company must pay an approximate amount of THB 954.30 million as a consideration for receiving the usufruct right, the utilization of the assets and the investment in the FF&E, which are related to the operations of ASAI Chinatown Project.

1.7 Criteria used in calculating the value of consideration

(a) The Pathumwan Project

The determination of the value of consideration for the Pathumwan Project for the amount of not exceeding THB 740,000,000 is calculated based on discussions between the parties based on future income using the Discounted Cash Flow method.

In addition, the Company has hired an independent appraiser, namely Jay Capital Advisory Limited, who has been approved by the Office of the Securities and Exchange Commission, and independent from the Company, as the independent financial appraiser of such assets, to provide an opinion to the shareholders of the Company, on the reasonableness of the consideration and the conditions of the transactions, in considering the entry into the acquisition of the assets by the Company.

(b) The ASAI Chinatown Project

The determination of the value of consideration for the ASAI Chinatown Project for the approximate value of THB 954.30 million is calculated based on discussions between the parties based on future income using theDiscounted Cash Flow method.

1.8 Expected Benefits to the Company

The entering into of the transactions in relation to the Pathumwan Project and the ASAI Chinatown Project will be beneficial to the Company as the long-term utilization of buildings to operate the hotel business, restaurant business and any other businesses, will help the Company to create and maintain consistent revenues during the development and construction of the new Dusit Thani hotel, which is in accordance with the Company’s strategic plan.

1.9 Source of Funds

In entering into such transactions, the Company shall use the cash flow within the Company as the source of funds and/or shall procure other sources of funds as necessary and appropriate, such as procurement of loans from financial institutions or the issuance and offer for sale of debentures, etc.

8 9 1.10 Opinion of the Board of Directors on the entering into of the transactions After due consideration, the Board of Directors was of the view that the entry into the transactions in relation to the Pathumwan Project and the ASAI Chinatown Project would be a channel to generate consistent income for expanding the Company’s business, which will generate returns and add value to the Company and shareholders in the long term.

1.11 Opinions of the Audit Committee and/or directors of the Company which are different from those of the Board of Directors in Item 10

No directors provided opinions which were different from those of the Board of Directors as specified in Item 10.

2. Responsibility of the Board of Directors with respect to the information set out in documents delivered to the shareholders

The Board of Directors authorized the Board of Directors or Chairman of the Executive Directors or Group Chief Executive Officer, to undertake any act relevant to the transactions in relation to the Pathumwan Project and the ASAI Chinatown Project, including the preparation of this Information Memorandum. The Board of Directors has verified the information contained herein with prudence and hereby certifies that the information in this Information Memorandum is complete, comprises no false statement, contains no misleading statements or omission of notification of any facts that are material.

3. Qualifications of the independent financial advisor appointed to provide opinion on the entering into the transaction

3.1 Qualifications of Independent Financial Advisor

Jay Capital Advisory Limited, has been appointed as the Independent Financial Advisor to give its opinion to the shareholders of the Company on the rationale and benefits of the entry into the asset acquisition transactions of the Company. Jay Capital Advisory Limited, is a financial advisor recognized by the SEC Office; it does not hold any share in the Company or its subsidiary; does not have any other relationship with the Company or its subsidiary; and agrees to disclose the report of its opinion.

3.2 Opinion of Independent Financial Advisor

Please consider the Report of Independent Financial Advisor on the entering into of the asset acquisition and disposal transactions of the Company dated 24 March 2019, attached with the notice calling the Annual General Meeting of Shareholders No. 26/2019 (Attachment No. 8).

4. Indebtedness of the Company

The indebtedness of the Company can be detailed as follows:

4.1 Total amount of debt instruments having been issued and those not having been issued pursuant to the resolution of the shareholders meeting which authorises the Board of Directors of the listed company to consider issuing them for sale as it deems appropriate

4.1.1 The debt instruments which have been offered for sale:

As at 31 December 2018, the Company has issued and offered for sale the debentures as per the following details:

10 11 1.10 Opinion of the Board of Directors on the entering into of the transactions 1) Debentures of the Company No. 1/2018 Due 2021

After due consideration, the Board of Directors was of the view that the entry into the transactions Type of Debenture : Unsubordinated and Unsecured Debentures in relation to the Pathumwan Project and the ASAI Chinatown Project would be a channel to with a Debentureholders' Representative in the generate consistent income for expanding the Company’s business, which will generate returns Name-Registered Certificate and add value to the Company and shareholders in the long term. Placement type : Placement to institutional investors and high 1.11 Opinions of the Audit Committee and/or directors of the Company which are different from net worth investors (II&HNW) those of the Board of Directors in Item 10 Term of Debenture : 3 years from the issuing date No directors provided opinions which were different from those of the Board of Directors as Total Value of Debentures : THB 1,000,000,000 specified in Item 10. Amount of Offered : 1,000,000 units Debenture 2. Responsibility of the Board of Directors with respect to the information set out in documents delivered to the shareholders Par value : THB 1,000 Offering Price per Unit : THB 1,000 The Board of Directors authorized the Board of Directors or Chairman of the Executive Directors or Group Chief Executive Officer, to undertake any act relevant to the transactions in relation to Issuing Date : 13 September 2018 the Pathumwan Project and the ASAI Chinatown Project, including the preparation of this Maturity Date : 13 September 2021 Information Memorandum. The Board of Directors has verified the information contained herein with prudence and hereby certifies that the information in this Information Memorandum is Interest Rate : Fixed rate at 3.50 % per year for the entire term complete, comprises no false statement, contains no misleading statements or omission of of the Debenture notification of any facts that are material. Repayment of Principal : One time repayment on the maturity date

3. Qualifications of the independent financial advisor appointed to provide opinion on the Interest payment : Payment of Debenture Payment will be made entering into the transaction every 6 (six) month on 13 March and 13 September for the entire term of the Debenture 3.1 Qualifications of Independent Financial Advisor Registrar and : Bank of Ayudhya Public Company Limited Debentureholders’ Jay Capital Advisory Limited, has been appointed as the Independent Financial Advisor to Representative give its opinion to the shareholders of the Company on the rationale and benefits of the entry into the asset acquisition transactions of the Company. Jay Capital Advisory Limited, Credit Rating : “BBB+” by TRIS Rating Co., Ltd. is a financial advisor recognized by the SEC Office; it does not hold any share in the Company or its subsidiary; does not have any other relationship with the Company or its 4.1.2 Debt instrument not having been issued subsidiary; and agrees to disclose the report of its opinion. The Company has unissued debentures at the amount of not exceeding Baht 4,000 3.2 Opinion of Independent Financial Advisor million or equivalent in any other currency (pursuant to the resolution of the Annual General Meeting of Shareholders No. 25/2018). Please consider the Report of Independent Financial Advisor on the entering into of the asset acquisition and disposal transactions of the Company dated 24 March 2019, attached with the 4.2 Total balance of term loans notice calling the Annual General Meeting of Shareholders No. 26/2019 (Attachment No. 8). As of 31 December 2018, the Company and subsidiaries have term loans from financial institutions in the amount of THB 769 million. The Company has guaranteed such loan of a subsidiary in 4. Indebtedness of the Company overseas in the amount not exceeding USD 29.25 million (or approximately THB 949 million). The subsidiary also has loan from other party in the amount of THB 73 million. The indebtedness of the Company can be detailed as follows: 4.3 Total balance of other liabilities 4.1 Total amount of debt instruments having been issued and those not having been issued pursuant to the resolution of the shareholders meeting which authorises the Board of As of 31 December 2018, the Company and subsidiaries have bank overdrafts and short- Directors of the listed company to consider issuing them for sale as it deems appropriate term loans from financial institutions in the amount of THB 167 million.

4.1.1 The debt instruments which have been offered for sale: 4.4 Contingent liabilities

As at 31 December 2018, the Company has issued and offered for sale the debentures as per As of 31 December 2018, the Company and subsidiaries have capital commitments – hotel the following details: renovation totaling THB 379 million.

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10 11 5. Information of the Company Company Nature of Operations 5.1 General Information of the Company Dusit Thani Philippines, Inc. - Owns one hotel in the Philippines; Dusit Thani (Formerly known as Philippine Manila which is managed by Dusit Worldwide Co., Company Name Dusit Thani Public Company Limited Hoteliers, Inc.) Ltd. - Manages 4 hotels; Dusit Princess Lipa City*, Asai Address No. 319 Chamchuri Square Building, 29th Floor, Cebu City*, Asai Mactan Cebu* and Asai Oslob Phyathai Road, Pathumwan Bangkok 10330 Cebu* Telephone No. 02-200-9999 Remark * will be operated in the future Dusit Thai Properties Public - On April 1, 2009, Royal Princess Public Company Registered Capital THB 850,000,000 Company Limited Limited and Dusit Hotels and Resorts Company Limited were merged as Dusit Thai Properties Public Paid-up Capital THB 850,000,000, divided into 850,000,000 shares Company Limited. - Owns brand “Royal Princess”. 5.2 Information of nature of business operations and business trends of the Company, its - Owns land and hotel building of Dusit Thani Hua subsidiaries, and its affiliates Hin. 5.2.1 Nature of business operations of the Company, its subsidiaries, and its affiliates - Owns Dusit Princess Chiang Mai, Dusit Princess Srinakarin The Company is engaged in hospitality services which include the operations of owned hotels, providing hotel management services under trademark licensing of “Dusit Thani”. - Grants trademark and license to 2 hotels; Pathumwan Princess Hotel and Royal Princess Larn Luang. The Company also engages in education business, Mix-Used Property Development Project and other businesses. Details of which are as follows: Dusit Overseas Co., Ltd. - Manage hotels 6 hotels in overseas; Dusit Thani Abu Dhabi, Dusit Thani Dubai, Dusit Thani Lakeview Cairo and dusitD2 Nairobi, dusitD2 Thimphu Bhutan, Company Nature of Operations Asai Yangon*

Hotel and Hotel Management Business - Grants trademark and license to dusitD2 Kenz Dusit Thani Public Company - Owns hotel brands “Dusit Thani”, “Dusit Devarana”, Remark *will be operated in the future Limited “dusitD2”, “Dusit Princess”, “Dusit Residence” and “ASAI HOTELS” Dusit Management Co., Ltd. - An established juristic person for hotel operation for Dusit Thani Laguna Phuket, dusitD2 Chiang Mai and - Owns spa brands “Devarana Spa”, “Namm Spa”, Dusit Thani Hua Hin to support the property “DVN Spa”, “d v n urban” and “dvn” management of Dusit Thani Freehold and Leasehold - Owns and operates hotels; Dusit Thani Bangkok, Real Estate Investment Trust. Dusit Thani Pattaya and Asai Sathorn* DMS Property Investment - Owns Dusit Thani Maldives, which is under - Manages 5 hotels under its subsidiaries in Thailand; Private Limited management agreement with Dusit Worldwide Co., (1) Dusit Thani Laguna Phuket, (2) dusitD2 Chiang Ltd. Mai and (3) Dusit Thani Hua Hin. All three hotels are managed under Dusit Management Co., Ltd., (4) Dusit USA Management, Inc. - A juristic person which is registered in Delaware, Dusit Princess Srinakarin and (5) Dusit Princess U.S.A. for hotel management business in U.S.A. Chiang Mai. All two hotels are managed under Dusit - Manages Dusit Thani Guam. Thai Properties Public Company Limited. Dusit Fudu Hotel Management - Manages hotels in the Republic of China; dusitD2 - Manages hotels in Thailand and overseas; dusitD2 (Shanghai) Co., Ltd. Fudu Binhu Changzhou, Dusit Thani Fudu Qingfeng Khaoyai, dusitD2 Aonang Krabi, and Dusit Laguna Changzhou, Dusit Thani Dongtai, Jiangsu, Dusit Villa Resort Phuket* Grants trademark and license to Devarana Hot Spring and Spa Conghua Guangzhou, 2 hotels; Dusit Thani Krabi Beach Resort and Dusit Heritage Villa Zhouzhuang managed by Dusit and Princess Moonrise Beach Resort Phu Quoc, Vietnam dusitD2 Society Hill Tianjin Remark * will be operated in the future

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12 13 5. Information of the Company Company Nature of Operations 5.1 General Information of the Company Dusit Thani Philippines, Inc. - Owns one hotel in the Philippines; Dusit Thani (Formerly known as Philippine Manila which is managed by Dusit Worldwide Co., Company Name Dusit Thani Public Company Limited Hoteliers, Inc.) Ltd. - Manages 4 hotels; Dusit Princess Lipa City*, Asai Address No. 319 Chamchuri Square Building, 29th Floor, Cebu City*, Asai Mactan Cebu* and Asai Oslob Phyathai Road, Pathumwan Bangkok 10330 Cebu* Telephone No. 02-200-9999 Remark * will be operated in the future Dusit Thai Properties Public - On April 1, 2009, Royal Princess Public Company Registered Capital THB 850,000,000 Company Limited Limited and Dusit Hotels and Resorts Company Limited were merged as Dusit Thai Properties Public Paid-up Capital THB 850,000,000, divided into 850,000,000 shares Company Limited. - Owns brand “Royal Princess”. 5.2 Information of nature of business operations and business trends of the Company, its - Owns land and hotel building of Dusit Thani Hua subsidiaries, and its affiliates Hin. 5.2.1 Nature of business operations of the Company, its subsidiaries, and its affiliates - Owns Dusit Princess Chiang Mai, Dusit Princess Srinakarin The Company is engaged in hospitality services which include the operations of owned hotels, providing hotel management services under trademark licensing of “Dusit Thani”. - Grants trademark and license to 2 hotels; Pathumwan Princess Hotel and Royal Princess Larn Luang. The Company also engages in education business, Mix-Used Property Development Project and other businesses. Details of which are as follows: Dusit Overseas Co., Ltd. - Manage hotels 6 hotels in overseas; Dusit Thani Abu Dhabi, Dusit Thani Dubai, Dusit Thani Lakeview Cairo and dusitD2 Nairobi, dusitD2 Thimphu Bhutan, Company Nature of Operations Asai Yangon*

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12 13 Company Nature of Operations Company Nature of Operations Dusit Bird Hotels Private - A Joint Venture company between Dusit Thani Public Dusit Thani Excellence Center - A center of extension that introduces of the curriculum Limited Company Limited and Bird Hospitality Services and knowledge of Dusit Thani College combined Private Limited (India) for hotel management in India. with the actual experience of the hotel and culinary business of the Dusit Thani Group in order to - Due to different strategic investment plan between the maximize the wide benefits by opening a short-term Company and Bird Hospitality Services Private training course Limited (India), in 2016, both companies mutually agreed to close down their joint venture and it has been Le Cordon Bleu Dusit Co., Ltd. - A French style culinary school underway. - The Board of Director Meeting of Dusit Thani Public Dusit Hospitality Management - Operates an educational business in the Philippines. Company Limited No. 5/2018 held on 23 March 2018 College under the management approved the sale of investment of Dusit Bird Hotels of Dusit Hospitality Education Private Limited amounting 1,430,000 shares equal to Philippines, Inc. 50% of a total registered and sold shares of Dusit Bird Hotels Private Limited. Dusit Saudi LLC - A Joint Venture company between Dusit Overseas Dusit Excellence Co., Ltd. - Operates rental properties Company Limited and Dyar Hotels and Resorts (Former known as Dusit Thani Limited for hotel management in Saudi Arabia, the Hotel Studies Middle East and North Africa. Co., Ltd.)

Dusit Worldwide Co., Ltd. - The group’s regional operating headquarters provides Property Development Project Business hotel management services to the foreign companies such as Dusit Thani Manila and Dusit Thani Vimarn Suriya Co., Ltd. - Operates property development business, hotels, Maldives and the hotels under the management of residences and constructions and shopping complex Dusit Overseas Co., Ltd. Suanlum Property Co., Ltd. - Operates shopping complex development business. - Provides the marketing services to the hotels in Thailand and overseas for the affiliated companies. Phraram 4 Development Co., - Operates office building development business. Dusit China Capital Co., Ltd. - Holds shares in Dusit Fudu Hotel Management Ltd. (Shanghai) Co., Ltd. Saladang Property Management - Operates rental office business. Co., Ltd. Dusit Thani Properties Co., Ltd. - Invests in other companies (Formerly known as Dusit Thani Food Business International Co., Ltd.) Dusit Foods Co., Ltd. - Invests in other companies Dusit Colours Co., Ltd. - Provides the technical management consultancy Dusit Gourmet Co., Ltd. - Provides marketing to food products under Dusit related to hotel, serviced apartment, property, brand restaurant, spa, and other related businesses as a rented franchise and/or owns its business in Japan. Epicure Catering Co., Ltd. - Provides services in foods and beverages NR Instant Produce Co., Ltd. - Manufactures and distributes seasonings and instant ASAI Holdings Co., Ltd. - Provides hotel services, hotel management business food products and invests in other businesses. LVM Holdings Pte Ltd. - Invests in other companies engaging in the business Other related businesses of marketing, booking and full-service management Dusit Thani Public Company - Owns and operates the office building for rent named of luxury villas under Elite Havens brand in Thailand Limited Dusit Thani Building and other countries. Devarana Spa Co., Ltd. - Operates spa business Education Business Dusit Thani College - An educational institution offering courses in hotel management and administration.

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14 15 Company Nature of Operations Dusit Thani Excellence Center - A center of extension that introduces of the curriculum and knowledge of Dusit Thani College combined with the actual experience of the hotel and culinary business of the Dusit Thani Group in order to maximize the wide benefits by opening a short-term training course Le Cordon Bleu Dusit Co., Ltd. - A French style culinary school

Dusit Hospitality Management - Operates an educational business in the Philippines. College under the management of Dusit Hospitality Education Philippines, Inc.

Dusit Excellence Co., Ltd. - Operates rental properties (Former known as Dusit Thani Hotel Studies Co., Ltd.)

Property Development Project Business Vimarn Suriya Co., Ltd. - Operates property development business, hotels, residences and constructions and shopping complex Suanlum Property Co., Ltd. - Operates shopping complex development business.

Phraram 4 Development Co., - Operates office building development business. Ltd. Saladang Property Management - Operates rental office business. Co., Ltd.

Food Business Dusit Foods Co., Ltd. - Invests in other companies Dusit Gourmet Co., Ltd. - Provides marketing to food products under Dusit brand Epicure Catering Co., Ltd. - Provides services in foods and beverages NR Instant Produce Co., Ltd. - Manufactures and distributes seasonings and instant food products Other related businesses Dusit Thani Public Company - Owns and operates the office building for rent named Limited Dusit Thani Building Devarana Spa Co., Ltd. - Operates spa business

14 15 Company Nature of Operations 5.2.2 Shareholding Structure of the group companies as of 31 December 2018 Dusit Thani Freehold and - The properties of Dusit Thani Freehold and Leasehold Real Estate Leasehold Property Fund (DTCPF), the owner of Investment Trust (DREIT) Dusit Thani Laguna Phuket project, dusitD2 Chiang Mai Project, Leasehold of Dusit Thani Hua Hin project have been transferred to Dusit Thani Freehold Real Estate Investment Trust (DREIT), which its (Formerly known as Dusit Thani shares are held by the Company at 30.02% Freehold and Leasehold Property Fund (DTCPF)) - Owns 2 hotels; Dusit Thani Laguna Phuket and dusitD2 Chiang Mai. - Owns a leasehold at Dusit Thani Hua Hin.

Dusit Thani Properties REIT - The REIT Manager of Dusit Thani Freehold and Co., Ltd. Leasehold Real Estate Investment Trust Dusit Hospitality Services Co., - Provides hospitality services such as outside catering, Ltd. cleaning service, restaurant, hotel pre-opening.

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16 17 5.2.2 Shareholding Structure of the group companies as of 31 December 2018

16 17 5.3 Summary of financial information, as well as the explanation and analysis of financial 5.3.2 Performance conditions and operating results for the past years Operation Result by Business 5.3.1 Summary of financial conditions and the operating results for the years 2016–2018 In FY2018, the Company reported the total revenue of THB 5,565 million, same level as FY2017, detailed as follows: Year 2016 Year 2017 Year 2018 Revenue breakdown EBITDA breakdown Financial position (in Thousand Baht) Unit: THB mn FY18 FY17 Change FY18 FY17 Change Total assets 9,032,977 9,979,866 11,573,046 Hotel business 4,626 4,590 36 0.8% 894 852 42 4.9% Total liabilities 3,678,888 4,099,149 5,494,911 Education business 425 442 -17 -3.8% 43 50 -7 -14.0% Equity - the Company 4,588,981 4,823,537 4,970,782 Others 514 538 -24 -4.5% 62 197 -135 -68.5% 5,565 5,570 -5 -0.1% 1,000 1,099 -99 -9.0% Performance (in Thousand Baht) Total Total revenues 5,425,132 5,569,666 5,564,767 Hotel Business, Education Business and Other Business accounted for 83.2%, 7.6% and 9.2% of total revenue, respectively. Revenues from sales and services 4,974,352 4,722,927 4,632,682 Cost of sales and services 2,915,209 2,801,253 2,745,836 Hotel Business Depreciation and amortization 661,689 592,048 462,478 In FY2018, Revenue from Hotel Business was THB 4,626 million, in the same level as FY2017. Total expenses 1,706,870 1,765,095 1,920,510 Net profit - the Company 114,121 267,038 289,838  Owned Hotels

Net profit 152,915 332,369 350,256

Ratios per share /1 (Baht) FY18 FY17 % Change Net profit - the Company 0.14 0.32 0.34 Occupancy % 77.1% 73.3% 5.1% ADR (THB/night) 3,548 3,597 -1.4% Dividend 0.10 0.16 0.17 RevPar (THB/night) 2,734 2,636 3.7% Book value 5.43 5.71 5.88 Number of shares (million shares) 850.00 850.00 850.00 Remark: Hotel statistics exclude Dusit Princess Korat (“DPKO”) for comparative purpose Financial ratios (%) Owned Hotels reported revenue in FY2018 of THB 4,364 million, slightly decreased of 0.6 yoy, excluding Dusit Princess Korat owned hotels increased by 1.4%. Net profit margin 2.10 4.79 5.21 Revenue from Owned Hotels in Thailand, excluding Dusit Princess Korat Hotel, Return on equity 2.49 5.67 5.92 - decreased by 0.5% yoy. The growth was mainly driven by an increase in Return on assets 2.33 4.94 4.65 revenue from Dusit Thani Laguna Phuket, Dusit Princess Srinakarin and Dusit Thani Huahin resulting from higher occupancy rate. Leverage ratio - Revenue from Overseas Hotels was up by 5.3% yoy despite an adverse impact Interest-bearing debt to equity ratio (times) 0.37 0.35 0.40 on the translated financial statements from foreign currency exchange due to Thai Baht appreciate against US Dollars and Philippines Peso since the Debt to Equity Ratio (times) 0.80 0.85 1.11 beginning of the year. Dusit Thani Maldives Hotel reported an increase in Interest coverage ratio (times) 14.66 14.51 14.01 revenue driven by higher average room rate per night (in USD currency) and higher occupancy rate from the main source countries: China, Russian and Korea. Dusit Thani Manila Hotel reported 9.1% revenue growth (in Peso currency) driven by an expanding room inventory after the completion of hotel renovation.

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18 19 5.3.2 Performance

Operation Result by Business In FY2018, the Company reported the total revenue of THB 5,565 million, same level as FY2017, detailed as follows:

Revenue breakdown EBITDA breakdown Unit: THB mn FY18 FY17 Change FY18 FY17 Change

Hotel business 4,626 4,590 36 0.8% 894 852 42 4.9% Education business 425 442 -17 -3.8% 43 50 -7 -14.0% Others 514 538 -24 -4.5% 62 197 -135 -68.5% Total 5,565 5,570 -5 -0.1% 1,000 1,099 -99 -9.0% Hotel Business, Education Business and Other Business accounted for 83.2%, 7.6% and 9.2% of total revenue, respectively.

Hotel Business

In FY2018, Revenue from Hotel Business was THB 4,626 million, in the same level as FY2017.

 Owned Hotels

FY18 FY17 % Change

Occupancy % 77.1% 73.3% 5.1% ADR (THB/night) 3,548 3,597 -1.4% 2,734 2,636 3.7% RevPar (THB/night)

Remark: Hotel statistics exclude Dusit Princess Korat (“DPKO”) for comparative purpose

Owned Hotels reported revenue in FY2018 of THB 4,364 million, slightly decreased of 0.6 yoy, excluding Dusit Princess Korat owned hotels increased by 1.4%.

- Revenue from Owned Hotels in Thailand, excluding Dusit Princess Korat Hotel, decreased by 0.5% yoy. The growth was mainly driven by an increase in revenue from Dusit Thani Laguna Phuket, Dusit Princess Srinakarin and Dusit Thani Huahin resulting from higher occupancy rate. - Revenue from Overseas Hotels was up by 5.3% yoy despite an adverse impact on the translated financial statements from foreign currency exchange due to Thai Baht appreciate against US Dollars and Philippines Peso since the beginning of the year. Dusit Thani Maldives Hotel reported an increase in revenue driven by higher average room rate per night (in USD currency) and higher occupancy rate from the main source countries: China, Russian and Korea. Dusit Thani Manila Hotel reported 9.1% revenue growth (in Peso currency) driven by an expanding room inventory after the completion of hotel renovation.

18 19  Hotel Management Finance Cost Revenue from Hotel Management in FY2018 was THB 277 million, an increase of The Company reported Finance Cost of THB 65 million, increased by 10.1% yoy, due 27.7% yoy, from revenue from Elite Heaven and a stronger operational to interest from debenture which issued on Q3 of 2018. performance of Dusit Thani LakeView Cairo, Dusit D2 Hotel Khao Yai and Dusit D2 Nirobi Hotel. Net Profit

 Share of Losses from Investment FY2018, the Company reported net profit of THB 290 million, increase by THB 23 Share of losses from investment for FY2018 was THB 15 million, a lower loss of million or 8.6% yoy. THB 2 million from FY2017. This was due to operational performance of Dusit Fudu Hotel Management (Shanghai) Company Limited in China which mainly from technician service income 36% of total revenues. FY2018 Dusit FUDU was signed 5 more technician service agreement from 2017.

EBITDA of Hotel Business in FY2018 was THB 894 million, an increase of 4.9% from FY2017 mainly from increase of revenue and reduce of loss sharing from investment. Depreciation and Amortization in FY2018 was THB 416 million, a decrease of 22.4% from that in FY2017, as some assets under Dusit Thani Bangkok Hotel and Dusit Thani Pattaya Hotel have been fully depreciated. In addition, this was due to a decrease in depreciation expenses from Dusit Princess Korat as a result of the asset disposal in late 2017.

Education Business FY2018, the total revenue from Education Business including share of profit from investment was THB 425 million, falling by 3.8% yoy, owing to a decrease in revenue from Dusit Thani College and the increase in share of losses from investment in Dusit Assets Hospitality Education Philippines Inc. from increase in personnel cost in preparation for new college opening in 2019. As of 31 December 2018, the Company reported total assets of THB 11,573 million, an increase of THB 1,593 million or 16.0% from 31 December 2017. EBITDA of Education Business was THB 43 million, declining by 14.0% yoy.  Current assets increased by THB 338 million due to an increase in account receivables and advance to villa owner Other Businesses  Non-current assets increased by THB 1,255 million mainly from an increase of FY2018, revenue from Other Businesses was THB 514 million decreased by 4.5% yoy, investment in associate NRIP and investment in subsidiaries, LVM Holdings Pte. contributed by the difference of FY2017 THB 90 million of lease right assignment fee, Ltd. under intangible assets, trademarks and goodwill. THB 325 million gain on sales Dusit Princess Korat while FY2018 THB 169 million gain on sales of long-term investment which was invested in 1Q18, THB 38 million Liabilities gain on sales of investment in LRH in 2Q18,THB 160 million gain on sales of As of 31 December 2018, the Company reported total liabilities of THB 5,495 million, investment and an increase in share of profits from an investment in DREIT and Food an increase of THB 1,397 million or 34.1% from 31 December 2017. Business.  Current Liabilities increased by THB160 million due to employee benefit obligation, EBITDA from Other Businesses was THB 62 million decreased by 68.5%, mainly trade payable, other payable and acquisition payable which due on next year offset attributable to the aforesaid drivers. with repayment of loan repayment. Earnings before Interest, Taxes, Depreciation and Amortization (EBITDA)  Non-Current Liabilities increased by THB 1,236 million, mainly from bond issuance in September 2018 and deposit received for building lease, following an agreement for FY2018 EBITDA was THB 1,000 million, decreased of 9.0% yoy. This was mainly the development of mix-used project. contributed by gain on sales Dusit Thani Korat and assignment fee in FY2017 despite sales of investment FY2018. Shareholders’ Equity As of 31 December 2018, Shareholders’ Equity was THB 6,078 million, an increase of 3.3% from 31 December 2017, consisting of the equity attributed to owners of the parent of THB 4,971 million, and the non-controlling interest of THB 1,107 million.

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20 21 Finance Cost

The Company reported Finance Cost of THB 65 million, increased by 10.1% yoy, due to interest from debenture which issued on Q3 of 2018. Net Profit

FY2018, the Company reported net profit of THB 290 million, increase by THB 23 million or 8.6% yoy.

Assets

As of 31 December 2018, the Company reported total assets of THB 11,573 million, an increase of THB 1,593 million or 16.0% from 31 December 2017.  Current assets increased by THB 338 million due to an increase in account receivables and advance to villa owner  Non-current assets increased by THB 1,255 million mainly from an increase of investment in associate NRIP and investment in subsidiaries, LVM Holdings Pte. Ltd. under intangible assets, trademarks and goodwill.

Liabilities As of 31 December 2018, the Company reported total liabilities of THB 5,495 million, an increase of THB 1,397 million or 34.1% from 31 December 2017.  Current Liabilities increased by THB160 million due to employee benefit obligation, trade payable, other payable and acquisition payable which due on next year offset with repayment of loan repayment.  Non-Current Liabilities increased by THB 1,236 million, mainly from bond issuance in September 2018 and deposit received for building lease, following an agreement for the development of mix-used project.

Shareholders’ Equity As of 31 December 2018, Shareholders’ Equity was THB 6,078 million, an increase of 3.3% from 31 December 2017, consisting of the equity attributed to owners of the parent of THB 4,971 million, and the non-controlling interest of THB 1,107 million.

20 21 5.3.3 Risk Factors which may affect Profits of the Company leveraged its management standards—ranging from sales & marketing, operations, human The Company has, throughout 2018, continued to manage risks via its established resources and information technology—to ensure its work efficiency, to enhance structure. However, there can still be other unprecedented risks or those deemed competitiveness and to strengthen the brand recognition worldwide. Continuous efforts unlikely to materialize in the near future. Therefore, all risk information described have also been put in nurturing a positive relationship with hotel owners. In addition, the herein this report is not exhaustive. Investors should also be aware of such Company and its subsidiaries have carefully considered adding new terms and conditions unidentified risks and their potential impacts. A due consideration should also be given prior to arriving at any investment decision. of the management agreement in order to reduce the impact from such risks Strategic Risk  Risk from New Investment Projects

In line with its intention to ensure the sustainable growth of the Company and its Besides its hotel and education business expansion plan, the Company intends to subsidiaries, the organization’s long-term strategies have been established with an venture into new businesses inside and outside Thailand. Therefore, the Company emphasis on balancing, diversifying and expending businesses. However, the success is exposed to various risks which are inherent to new business development of such strategies depends on several business environments—both internal and projects—such as, not being able to find a new business/project in a desired external factors—which are unprecedented and uncontrollable. Consequently, the location, project delay, joint venture risk or lower-than-expected return on Company is exposed to the risks of not being able to achieve the intended strategies investment. In addition, a considerable number of factors—be it economic, which can be caused by: societal, political, competitive, consumer behavioral change and regulatory  Risk from Revenue Reliance on Hotel Business complexity—can affect the success of new projects. This includes the level of the The Company’s revenue are mainly contributed from its hotel business; while other Company’s expertise in managing new businesses. businesses generate additional revenue at a lesser amount. In 2018, the revenue Nevertheless, to mitigate such risks, the Company has developed prudent investment from hotel business accounts for 83.13% of the total revenues; whereas those of criteria. Feasibility studies for each project are conducted by external investment education and other businesses account for 7.64% and 9.23% respectively. Therefore, experts. Furthermore, the Company has established its own Investment & New Business the Company’s ability to generate revenues and profits may vary according to the health Department to be in charge of new business development which is led by seasoned of its hotel business which is extremely volatile to economic, political and social management team. Nevertheless, exit strategy is also developed as a contingency plan. uncertainties.  Risk from high competition To cope with such risk, the Company has, since 2016, formed Investment and New Business Department to diversify and expand the Company’s portfolio to other potential Inarguably, Thailand’s hospitality and service industry has, in recent years, seen businesses. Dusit Food, for instance, was established in 2018 to leverage Dusit’s food and the increasingly high competition from both domestic and overseas hotel brands. beverage business. Furthermore, the Company has also competed with international hotel chains, whose competitive advantages have been strengthened by acquiring or merging with As for the hotel business, the Company has still embarked on increasing its hotel their peer competitors. In addition, the already-intensifying competition has been management services overseas especially in those promising regions, Middle East aggravated by a variety of alternative accommodations—Airbnb, Timeshare –United Arab Emirates, Eastern Asia –China, South Asia –India, including Europe Rental, Serviced Apartment and Homestay, for instance—which are gaining more and Africa, all of which are deemed major emerging markets with high purchasing popularity due to their price and flexibility to accommodate the need of customers. power and potential growth. This will also help ensure a proper balance of revenue The dramatic growth of Online Travel Agents, Agoda, Booking.com and Expedia streams which are currently dominated by domestic hotels. has, likewise, affected the Company’s market shares.  Risk from Hotel Management Service In response to such risks, the Company has placed great emphasis on accentuating The Company has continuously expended its hotel management service in both domestic its competitive advantages as being a pioneer of Thai centric 5-star hotels in the and overseas locations under the management agreement terms of 5-15 years. Therefore, country. However, in order to remain competitive in the market, the Company has the Company and its subsidiaries are inclined to encounter with the risks caused by the been renovating its hotel facilities on a regular basis. In terms of sales and premature cancellation of the agreement, the denial to renew the management contract or marketing, regional offices have been opened in different locations, e.g., India, changes in related rules and regulations, which will impact the Company’s gross revenues. China, Hong Kong and Germany, to increase distribution channels as well as to In 2017 and 2018, the Company and its subsidiaries earned 3.18% and 3.99% of the total enhance Dusit brand awareness. The company has also joined hand with well-known business partners and developed its customer loyalty program to understand—so that can revenue from hotel management service. However, in response to this risk, the Company has retain—customers, all of which are to help enhancing the Company’s competitiveness. 22 23

22 23 leveraged its management standards—ranging from sales & marketing, operations, human resources and information technology—to ensure its work efficiency, to enhance competitiveness and to strengthen the brand recognition worldwide. Continuous efforts have also been put in nurturing a positive relationship with hotel owners. In addition, the Company and its subsidiaries have carefully considered adding new terms and conditions of the management agreement in order to reduce the impact from such risks

 Risk from New Investment Projects

Besides its hotel and education business expansion plan, the Company intends to venture into new businesses inside and outside Thailand. Therefore, the Company is exposed to various risks which are inherent to new business development projects—such as, not being able to find a new business/project in a desired location, project delay, joint venture risk or lower-than-expected return on investment. In addition, a considerable number of factors—be it economic, societal, political, competitive, consumer behavioral change and regulatory complexity—can affect the success of new projects. This includes the level of the Company’s expertise in managing new businesses.

Nevertheless, to mitigate such risks, the Company has developed prudent investment criteria. Feasibility studies for each project are conducted by external investment experts. Furthermore, the Company has established its own Investment & New Business Department to be in charge of new business development which is led by seasoned management team. Nevertheless, exit strategy is also developed as a contingency plan.  Risk from high competition

Inarguably, Thailand’s hospitality and service industry has, in recent years, seen the increasingly high competition from both domestic and overseas hotel brands. Furthermore, the Company has also competed with international hotel chains, whose competitive advantages have been strengthened by acquiring or merging with their peer competitors. In addition, the already-intensifying competition has been aggravated by a variety of alternative accommodations—Airbnb, Timeshare Rental, Serviced Apartment and Homestay, for instance—which are gaining more popularity due to their price and flexibility to accommodate the need of customers. The dramatic growth of Online Travel Agents, Agoda, Booking.com and Expedia has, likewise, affected the Company’s market shares. In response to such risks, the Company has placed great emphasis on accentuating its competitive advantages as being a pioneer of Thai centric 5-star hotels in the country. However, in order to remain competitive in the market, the Company has been renovating its hotel facilities on a regular basis. In terms of sales and marketing, regional offices have been opened in different locations, e.g., India, China, Hong Kong and Germany, to increase distribution channels as well as to enhance Dusit brand awareness. The company has also joined hand with well-known business partners and developed its customer loyalty program to understand—so that can retain—customers, all of which are to help enhancing the Company’s competitiveness. 23

22 23  Technology risk Company is exposed to the risk of recruiting and retaining qualified talents—both managerial and operational level—to accommodate the growth of the Company. In nowadays markets, technology utilization in business plays a vital role in Furthermore, as talent markets around the globe have become aggressive, the differentiating an organization from its competitors. Hospitality industry, likewise, chance of the Company to lose its experienced and skillful talents over cannot escape from this mobilization to survive in the fierce market. It can be seen competitors is higher. that international hotel chains have put efforts in applying or introducing new technologies to reduce work process as well as to enhance customer experiences. To mitigate the foreseen risks related to manpower demand, the Company has conducted a manpower need analysis and implemented Employee Development Therefore, the Company is exposed to the risk of not being able to utilize new Plan as well as Succession Plan to accommodate the Company’s future expansion technologies in a timely manner, resulting in the loss of opportunity or competitive within the specified timeframe. Besides, in order to be competitive in the labor advantage. This risk also includes the chance of choosing technologies that do not market, salary and benefit surveys are conducted in comparison to those of fit with the size or the need of the Company. competitors to review and adjust the company’s salary structure on a regular basis. To mitigate such risks, the Company has developed IT Strategic Plan to support However, the Company has employed executives from well-known international technological needs and leverage technological resources in order to achieve the and local hotel chains to leverage the Company’s ability to compete in an Company’s future goals. Moreover, an experienced management team is employed international level. to analyze customer needs and behavior to develop IT programs that suit the nature  Information Technology Risk of business. IT Committee was also established to ensure that all IT acquisitions will best serve the company and customers. The Company has a policy to collect and store customer information to be utilized for service improvement and to support decision making related to various  Risk from economic, political natural disaster and terrorism operations. In addition, the Company has also invested in IT operating systems to Hospitality industry is considered one of the most vulnerable businesses to help enhance the effectiveness of internal administration. Consequently, the external factors—economic recession, political uncertainty, natural disaster, Company is exposed to the risk of data breach or system interruption—either by terrorism, for instance—all of which are unpredictable and can impose detrimental impact to the Company. In order to minimize the impact, the Company has executed natural catastrophe, system errors or manmade disasters. several mitigration strategies/plans as follows: To mitigate the aforementioned risks, the Company has timely backed up critical - Balancing business portfolio by diversifying its revenue streams via different data and stored them offsite (Offsite Data Backup). Business Contingency Plan business units—Hotel, Education Dusit Foods –for example; - Expanding business location to other potential countries, especially in those promising and Data Recovery Plan were developed and communicated to all concerned for regions such as Asia Pacific, Middle East, Europe and United States; practice. Besides, the Company has purchased—and therefore is insured under— - Continuously expending its hotel management service to the locations with high Cyber Insurance to reduce the impact of loss caused by possible cybercrime. potential and purchasing power both domestic and overseas locations; - Putting into place business contingency plan and business continuity plan to Financial Risks address the unexpected to ensure business resilience and continuity in a In response to its business expansion plan, it is vital that the Company’s financial timely manner; - Purchasing multiple insurance plans—Industry All Risks, Political Violence resources are sufficiently optimized and leveraged to ensure a balance between and Business Interruption, for instance—to minimize business loss. investments and returns as well as an ability to compete. However, in order to seek or increase its financial capital, the Company is exposed to financial risks as follows: Operational Risks  Interest Rate Risk The Company and its subsidiaries has continuously improved its working system and As of 31 December 2018, the Company and its subsidiaries has current liabilities procedures to ensure the highest degree of efficiency in line with the Company’s expansion. Nevertheless, the Company is exposed to the risk of not being able to with financial institutions, worth in total of Baht 2,006.5 million, (of which Baht execute such procedures due to various factors as follows: 1,000 million is from Corporate Bond with fixed interest) and are inclined to make additional loans for further renovation and new investment projects. Therefore, the  Risk of Recruiting and Retaining Talents Company is exposed to risks caused by the fluctuation of interest rate in the future. If Owing to the country’s increasing demand of manpower in hospitality industry so, it will subsequently have a direct impact upon the Company’s performance and cash coupled with the Company’s strategy to expand its hotel management service, the

24 25

24 25 Company is exposed to the risk of recruiting and retaining qualified talents—both managerial and operational level—to accommodate the growth of the Company. Furthermore, as talent markets around the globe have become aggressive, the chance of the Company to lose its experienced and skillful talents over competitors is higher. To mitigate the foreseen risks related to manpower demand, the Company has conducted a manpower need analysis and implemented Employee Development Plan as well as Succession Plan to accommodate the Company’s future expansion within the specified timeframe. Besides, in order to be competitive in the labor market, salary and benefit surveys are conducted in comparison to those of competitors to review and adjust the company’s salary structure on a regular basis. However, the Company has employed executives from well-known international and local hotel chains to leverage the Company’s ability to compete in an international level.  Information Technology Risk The Company has a policy to collect and store customer information to be utilized for service improvement and to support decision making related to various operations. In addition, the Company has also invested in IT operating systems to help enhance the effectiveness of internal administration. Consequently, the Company is exposed to the risk of data breach or system interruption—either by natural catastrophe, system errors or manmade disasters.

To mitigate the aforementioned risks, the Company has timely backed up critical data and stored them offsite (Offsite Data Backup). Business Contingency Plan and Data Recovery Plan were developed and communicated to all concerned for practice. Besides, the Company has purchased—and therefore is insured under— Cyber Insurance to reduce the impact of loss caused by possible cybercrime.

Financial Risks

In response to its business expansion plan, it is vital that the Company’s financial resources are sufficiently optimized and leveraged to ensure a balance between investments and returns as well as an ability to compete. However, in order to seek or increase its financial capital, the Company is exposed to financial risks as follows:

 Interest Rate Risk

As of 31 December 2018, the Company and its subsidiaries has current liabilities with financial institutions, worth in total of Baht 2,006.5 million, (of which Baht 1,000 million is from Corporate Bond with fixed interest) and are inclined to make additional loans for further renovation and new investment projects. Therefore, the Company is exposed to risks caused by the fluctuation of interest rate in the future. If so, it will subsequently have a direct impact upon the Company’s performance and cash

24 25 flow. However, the Company has also been mitigating this risk by closely monitoring the fluctuation of interest rate to effectively manage such financial risk.

 Credit and Financial Security Risk As of 31 December 2018, the Company and its subsidiaries have long-term loan worth in total of Baht 1,839 million, of which Peso 991.68 million belong to Dusit Thani Philippines, Inc (Formerly known as Philippine Hoteliers, Inc.) with the outstanding balance at Peso 655.92 million, of which USD 41.50 million is the long-term loan of the Company’s subsidiary for the investment in Dusit Thani Maldives (the outstanding amount is USD 7.85 million) and of which Baht 115.45 million for the long-term loan of Dusit Thani Public Co., Ltd. (the outstanding amount is Baht 108.7 million). For both long-term loans which are made under Peso and US Dollar, the Company has made an agreement with the creditors that throughout the loan period, the Company shall maintain its debt-to-equity ratio not more than 2:1 and 1.75:1 respectively. If the Company fails to abide with such obligation, it shall be deemed the Company in breach of loan agreement and the creditors may declare the loans to be canceled and any outstanding amounts under the agreement are immediately due and payable. If so, the Company and its subsidiaries cash flow and, ultimately, operation can be affected. However, as of 31 December 2018, the Company has settled the aforementioned principals including the interests thereof in a timely manner. In addition, the Company has maintained its debt-to-equity ratio at 1.11:1, which is in accordance with the conditions stipulated in the loan agreement Compliance Risks

 Regulatory Compliance Risk

As part of the good governance, the Company and its subsidiaries is committed to adhering to governing laws, rules and regulations of the countries in which the Company has operated—or to be operating in the future. The Company has also paid attention to the obtainment of all relevant permits and licenses. Nevertheless, due to regulatory complexity and changes that may be brought about unprecedentedly, the Company is still exposed to compliance risks especially when operating in an unfamiliar country or when expanding its educational business which is governed by numerous regulations.

To mitigate the said risks, the Company has enforced its auditing and compliance related functions to perform internal auditing on a regularly basis. This is to ensure that all permits and licenses are obtained; governing regulations, abided. As for overseas regulations, international law firms are employed to ensure that all operations are stringently in compliance with local regulations.

26 27 Investment Risk for Shareholders

 Risk Arising from the Company Being a Major Shareholder (more than 25 percent) According to the closing of shareholder registration book on December 28th, 2018, group of Than Puying Chanut Piyaoui and related persons held the Company’s share amounted at 424,475,680 shares which is accounted for 49.94% of the total Company’s total paid-up. Therefore, it is possible that a resolution made by the major shareholder may dominantly impact shareholder meeting resolutions, except those resolutions pertinent to laws and regulations that requires three-fourths of the shareholder’s votes. Nevertheless, the Board of Directors and high-level executives of the Company shall stringently adhere to the principles for Good Governance to ensure the highest management transparency.

5.4 Financial projections in the present year (if any)

-None-

5.5 Names of the Board of Directors, the executives, and the first 10 shareholders of the Company

1) Names of the Board of Directors as of 31 December 2018

No. Director Position

1. Mr. Arsa Sarasin Chairman / Independent Director Independent Director / Chairman of the Audit Committee / Chairman of the Remuneration 2. Professor Hiran Radeesri Committee / Chairman of the Corporate Governance and Nomination Committee Independent Director / Member of the Audit Committee / Member of the Remuneration 3. Mrs. Pranee Phasipol Committee / Member of the Corporate Governance and Nomination Committee Mr. Teerapol Independent Director/ Member of the Audit 4. Chotichanapibal/1 Committee Prof. Dr. Kittipong 5. Independent Director Kittayarak/2 Prof. Emeritus Dr. Khunying 6. Independent Director Suchada Kiranandana Mr. Pakhawat 7. Independent Director Kovithvathanaphong Mr. Somprasong 8. Independent Director Boonyachai Director / Member of the Remuneration 9. Mrs. Varang Chaiyawan Committee / Member of the Corporate Governance and Nomination Committee

26 27 3) Top ten 10 major shareholders and other minor shareholders as of 28 December No. Director Position 2018 Vice Chairman / Chairman of the Executive 10. Mr. Chanin Donavanik Details of 10 major shareholders and other minor shareholders as of 28 December 2018 Committee are as follows: 11. Mrs. Sinee Thienprasiddhi Director / Executive Director Director/ Executive Director / Shareholders No. of Shares Percentage 12. Mrs. Suphajee Suthumpun Group Chief Executive Officer 1. Group of Thanpuying Chanut Piyaoui and 424,475,680 49.94 related persons/1 191,938,320 22.58 Remarks * Mr. Chatri Sophonpanich, a Honorary Chairman, deceased on June 24, 2018 2. Central Pattana Public Company Limited /2 /1 Mr. Teerapol Chotichanapibal was appointed as Independent director effective on 3. Mr. Chatri Sophonpanich 42,389,600 4.99 April 23, 2018 replacing Mr. Kenneth Korsirisophon and was appointed as Member of Audit Committee effective on October 1, 2018 replacing Prof. Dr. Kittipong Kittayarak. 4. Mr. Vichit Chinwongvorakul 33,240,000 3.91 /2 Prof. Dr. Kittipong Kittayarak resigned from the position of Member of Audit Committee 5. Thai Life Insurance Public Company 21,882,430 2.57 effective on August 10, 2018. Limited 20,487,730 2.41 6. Thai NVDR Company Limited 20,441,000 2.40 2) Management Structure of the Company as of December 31, 2018 7. Mrs. Jarunee Chinwongvorakul 8. Mr. Sahanun Chentrakul 8,510,000 1.00 No. Name Position 9. Dusit Thani Properties Company Limited 4,715,000 0.55 10. Office of the Privy Purse 4,383,200 0.52 1. Mrs. Suphajee Suthumpun Group Chief Executive Officer Total 772,462,960 90.87 2. Mr. Narongchai Wongthanavimok Group Chief Financial Officer Minor shareholders 77,537,040 9.13 Registered and paid-up capital of Baht 3. Ms. La-ead Kovavisaruch Chief Investment Officer 850,000,000 comprising 850 million ordinary shares with a par value of Baht 1 4. Mrs. Chitanong Poomipark Chief Legal Officer Remarks: /1 Group of Thanpuying Chanut Piyaoui and related persons consist of Chanut and 5. Mr. Boon Kwee Lim Chief Operating Officer Children Co., Ltd., group of Mr. Chanin Donavanik, group of Mrs. Sinee Thienprasiddhi and group of Mrs. Sunong Salirathavibhaga. 6. Dr. Niramol Jindanuwat Chief People Office /2 As of 28 December 2018, number of shares deposited through Thailand Securities Depository Co., Ltd. for depositor are included. On 5 February 2019, DTC shares 7. Mr. Siradej Donavanik Dusit Hospitality Education and Vice held by Central Pattana Public Company Limited (“CPN”) was acquired by Ananda President of Development & Projects and Development Pubic Company Limited (“ANAN”) amounting to 42,500,000 shares Interim Managing Director, or equivalent to 5% of total paid-up share capital.

Remarks: * Mr. Narongchai Wongthanavimok is holding the position of manager or equivalent in accounting or finance departments according to the definition of the Securities and Exchange Commission Notification (Executives’ profile and details are as attached). 5.6 Other information that may materially affect the decision of investors (if any)

– None -

28 29

28 29 3) Top ten 10 major shareholders and other minor shareholders as of 28 December 2018

Details of 10 major shareholders and other minor shareholders as of 28 December 2018 are as follows:

Shareholders No. of Shares Percentage 1. Group of Thanpuying Chanut Piyaoui and 424,475,680 49.94 related persons/1 191,938,320 22.58 2. Central Pattana Public Company Limited /2 3. Mr. Chatri Sophonpanich 42,389,600 4.99 4. Mr. Vichit Chinwongvorakul 33,240,000 3.91 5. Thai Life Insurance Public Company 21,882,430 2.57 Limited 20,487,730 2.41 6. Thai NVDR Company Limited 20,441,000 2.40 7. Mrs. Jarunee Chinwongvorakul 8. Mr. Sahanun Chentrakul 8,510,000 1.00 9. Dusit Thani Properties Company Limited 4,715,000 0.55 10. Office of the Privy Purse 4,383,200 0.52

Total 772,462,960 90.87 Minor shareholders 77,537,040 9.13 Registered and paid-up capital of Baht 850,000,000 comprising 850 million ordinary shares with a par value of Baht 1

Remarks: /1 Group of Thanpuying Chanut Piyaoui and related persons consist of Chanut and Children Co., Ltd., group of Mr. Chanin Donavanik, group of Mrs. Sinee Thienprasiddhi and group of Mrs. Sunong Salirathavibhaga. /2 As of 28 December 2018, number of shares deposited through Thailand Securities Depository Co., Ltd. for depositor are included. On 5 February 2019, DTC shares held by Central Pattana Public Company Limited (“CPN”) was acquired by Ananda Development Pubic Company Limited (“ANAN”) amounting to 42,500,000 shares or equivalent to 5% of total paid-up share capital.

5.6 Other information that may materially affect the decision of investors (if any)

– None -

28 29 6. Opinions of the Board of Directors on the sufficiency of the working capital Balances/Value of transactions Types of Details, conditions Transaction with the (Million Baht) In entering into the transaction on the sublease and lease of Assets in relation to the operation transactions and their Company/Subsidiaries of the Dusit Thani Maldives hotel, and the subscription of the newly-issued investment units of necessary 2016 2017 2018 DREIT, the Company shall use the source of funds from bills with maturity not exceeding 180 days and/or loans obtained from 2 Banks with the interest rate at 2.20%-2.80%, upon the Dusit Thani PLC. and Management 2.36/ 9.68 3.49 / 9.09 1. 71 / 9.4 8 The conditions of conditions of the Banks as well as cash flow within the Company and/or shall procure other subsidiaries with MBK fee and other pricing and services sources of funds as necessary and appropriate, such as procurement of loans from financial PCL.by Mr. Chanin incomes in sales and institutions or issuance and offer for sale of debentures, etc. After due consideration, the Board Donavanik and Mrs. marketing are of Directors opined that the Company still has adequate liquidity for its ongoing operations. Sinee Thienprasiddhi are similar to those the shareholders. charged to other hotels in the group. 7. Major ongoing litigation or claims Dividend - / 14.75 - / 14.75 - / 16.54 Per dividend None- - income declaration

8. Interests or connected transactions between the Company and directors, executives, and Dusit Thani PLC. and Medical - / 0.01 - / - - / - Prices and terms shareholders directly and indirectly holding at least 10 percent of shares in the Company subsidiaries with Piyasiri expenses are in the normal Co., Ltd. by Thanpuying business The Company and subsidiaries have related transaction with the persons who may have Chanut Piyaoui’s Group transaction. the conflicts of interest during 2016, 2017 and 2018 as follows: held majority of its ownership. Balances/Value of transactions Dusit Thani PLC. and Revenue from 3.80/ 8.46 / 48.54 1.22 / 23.03 The Company had Types of Details, conditions Transaction with the (Million Baht) subsidiaries with JTB sales and 38.16 travel-agent transactions and their Company/Subsidiaries (Thailand) Co., Ltd.by services and agreement with JTB necessary 2016 2017 2018 Mr. Chanin Donavanik other income (Thailand) Co., is the shareholder. Ltd. to perform the Dusit Thani PLC. and Printed the 1.23/ 1.16 - / 0.86 - / 0.72 The Company guestroom sales, subsidiaries with Acme calendar and engaged Acme which generally Printing Co., Ltd. by annual report Printing Co., Ltd. support hotel Mrs. Sinee Thienprasiddhi of the Company by bidding process business. is the major shareholder. with other Prices and terms companies and are in the normal comparing the business offering price and transaction. conditions. The Company has Dusit Thani PLC. and Revenue from - / 0.01 - / - - / - Prices and terms selected the best subsidiaries with New sales and are in the normal company, in order Atlantic Co., Ltd.by services business to meet the highest Thanpuying Chanut transaction. benefit to the Piyaoui’s Group held Company and majority of its ownership. without decision making by Dusit Thani PLC. and Insurance - / 0.56 - / 0.75 - / 0.64 Prices and terms connected person. subsidiaries with The expenses are in the normal Navakij Insurance business PCL.by Professor Hiran transaction. Radeesri is the director Dusit Thani PLC. and Selling - / - - / 2.01 - / 2.73 Prices and terms subsidiaries with Siam expense and are in the normal Makro Public Company

30 31

30 31 6. Opinions of the Board of Directors on the sufficiency of the working capital Balances/Value of transactions Types of Details, conditions Transaction with the (Million Baht) In entering into the transaction on the sublease and lease of Assets in relation to the operation transactions and their Company/Subsidiaries of the Dusit Thani Maldives hotel, and the subscription of the newly-issued investment units of necessary 2016 2017 2018 DREIT, the Company shall use the source of funds from bills with maturity not exceeding 180 days and/or loans obtained from 2 Banks with the interest rate at 2.20%-2.80%, upon the Dusit Thani PLC. and Management 2.36/ 9.68 3.49 / 9.09 1. 71 / 9.4 8 The conditions of conditions of the Banks as well as cash flow within the Company and/or shall procure other subsidiaries with MBK fee and other pricing and services sources of funds as necessary and appropriate, such as procurement of loans from financial PCL.by Mr. Chanin incomes in sales and institutions or issuance and offer for sale of debentures, etc. After due consideration, the Board Donavanik and Mrs. marketing are of Directors opined that the Company still has adequate liquidity for its ongoing operations. Sinee Thienprasiddhi are similar to those the shareholders. charged to other hotels in the group. 7. Major ongoing litigation or claims Dividend - / 14.75 - / 14.75 - / 16.54 Per dividend None- - income declaration

30 31

30 31 Balances/Value of transactions Types of Details, conditions Transaction with the (Million Baht) transactions and their Company/Subsidiaries necessary 2016 2017 2018

Limited.by Mr. Arsa administrative business Sarasin is the director expense transaction.

According to the Audit Committee meeting No. 2/2019, the Audit Committee had considered that the related transaction with the persons who may have the conflicts of interest during 2017 and 2018 were reasonable in pricing and conditions at the normal course of business.

Related transaction between the Company and subsidiaries in financial supporting

Besides the normal transaction in doing business which already disclosed in the notes to the financial statements, the Company has policies for related transaction with subsidiaries to acquire and dispose of assets and financial supporting transaction according to the Stock Exchange of Thailand’s regulations. Even though the Company has related transaction with subsidiaries, such transaction must be approved by the Audit Committee and Board of Directors.

In 2016, 2017 and 2018, the Company had transaction related to assets or services and financial supporting to subsidiaries which was in the normal course of business. The summary of conditions and compensations of market and fair values from financial supporting transaction to subsidiaries by changing in balances and outstanding of loans were as follows:

Subsidiaries Changing balances Balances Detail of (Million Baht) (Million Baht) transactions

2016 2017 2018 2016 2017 2018 1. Dusit China 37.50 21.40 12.80 76.00 97.40 110.20 The Company Capital Co., provided long-term Ltd. loan. 1.75 2.47 3.11 1.75 2.47 3.11 The Company’s interest income. 2. Vimarn 47.11 46.01 (93.12) 47.11 93.12 - The Company Suriya Co., provided long-term Ltd loan. 0.04 4.12 2.47 0.04 4.12 2.47 The Company’s interest income. 3. Dusit Thani 250.00 (2.00) (248.00) 250.00 248.00 - The Company Properties provided short-term Co., Ltd. loan. 0.17 7.03 1.67 0.17 7.03 1.67 The Company’s interest income. - - 90.40 - - (90.40) The Company borrowed short-term loan. - - 1.77 - - 1.77 The Company’s interest expense. 32

32 33 Balances/Value of transactions Subsidiaries Changing balances Balances Detail of (Million Baht) (Million Baht) transactions Types of Details, conditions Transaction with the (Million Baht) transactions and their Company/Subsidiaries necessary 2016 2017 2018 2016 2017 2018 2016 2017 2018 4. Dusit - 34.62 135.15 - 34.62 169.77 The Company Limited.by Mr. Arsa administrative business Excellence provided short-term Sarasin is the director expense transaction. Co., Ltd. loan. - 0.35 5.35 - 0.35 5.35 The Company’s interest income. According to the Audit Committee meeting No. 2/2019, the Audit Committee had considered - 14.04 75.80 - 14.04 89.84 that the related transaction with the persons who may have the conflicts of interest during 2017 5. Suanlum The Company and 2018 were reasonable in pricing and conditions at the normal course of business. Property Co., provided long-term Ltd. loan. Related transaction between the Company and subsidiaries in financial supporting - 0.23 1.64 - 0.23 1.64 The Company’s interest income. Besides the normal transaction in doing business which already disclosed in the notes to the 6. Dusit ------The Company financial statements, the Company has policies for related transaction with subsidiaries to Gourmet provided short-term acquire and dispose of assets and financial supporting transaction according to the Stock Co., Ltd. loan. Exchange of Thailand’s regulations. Even though the Company has related transaction with - - 0.01 - - 0.01 subsidiaries, such transaction must be approved by the Audit Committee and Board of The Company’s Directors. interest income. 7. Dusit - - 345.55 - - 345.55 The Company In 2016, 2017 and 2018, the Company had transaction related to assets or services and financial Overseas provided short-term supporting to subsidiaries which was in the normal course of business. The summary of Co., Ltd. loan. conditions and compensations of market and fair values from financial supporting transaction - - 4.21 - - 4.21 The Company’s to subsidiaries by changing in balances and outstanding of loans were as follows: interest income. ------Subsidiaries Changing balances Balances Detail of 8. Dusit Foods The Company (Million Baht) (Million Baht) transactions Co., Ltd. provided short-term loan. - - 8.08 - - 8.08 The Company’s 2016 2017 2018 2016 2017 2018 interest income. 1. Dusit China 37.50 21.40 12.80 76.00 97.40 110.20 The Company Capital Co., provided long-term Ltd. loan. 1.75 2.47 3.11 1.75 2.47 3.11 The Company’s 9. Summary of the key Agreements of the Company during the past two years interest income. 2. Vimarn 47.11 46.01 (93.12) 47.11 93.12 - The Company Important agreements of the Company and subsidiaries in the past 2 years Suriya Co., provided long-term Ltd loan. 0.04 4.12 2.47 0.04 4.12 2.47 The Company’s interest income. 3. Dusit Thani 250.00 (2.00) (248.00) 250.00 248.00 - The Company Properties provided short-term Co., Ltd. loan. 0.17 7.03 1.67 0.17 7.03 1.67 The Company’s interest income. - - 90.40 - - (90.40) The Company borrowed short-term loan. - - 1.77 - - 1.77 The Company’s interest expense. 32 33

32 33 Year/No. Type of Signatory to the agreement Details of transactions Agreement The Company or Parties to the subsidiaries agreement

2017 1. Land Purchase Dusit Thani Public Kingchatchaval Dusit Thani Public Agreement Company Limited Company Limited Company Limited purchases 2 land title deeds having the area of 2 Ngan 01 sq.m., and 2.8/10 sq.m. from Kingchatchaval Company Limited, totaling Baht 179,344,000.

Sublease Dusit Thani Public Vimarn Suriya Dusit Thani Public 2. Agreement Company Limited Company Limited Company Limited sub- leases Vimarn Suriya Company Limited the land approximately 21 Rai, located at No. 1, Saladaeng, intersection of Silom Road, Silom, Bangkok to develop and operate a Mixed-use project consisting of hotel, residence and retail shopping center.

Lease Right Dusit Thani Public Pharam 4 Dusit Thani Public 3. Assignment Company Limited Development Company Limited has Agreement Company Limited assigned the right to lease the land from the Crown Property Bureau approximately 2 Rai to Pharam 4 Development Company Limited. This aims to hold the land lease right for the Office Project. Dusit Thani Public Company Limited will hold 10% stake of the registered capital of Pharam 4 Development Company Limited.

34 35 Year/No. Type of Signatory to the agreement Details of transactions Year/No. Type of Signatory to the agreement Details of transactions Agreement Agreement The Company or Parties to the The Company or Parties to the subsidiaries agreement subsidiaries agreement Shareholders’ Dusit Thani Public 1. Central Pattana Dusit Thani Public 2017 4. Agreement Company Limited Public Company Company Limited entered 1. Land Purchase Dusit Thani Public Kingchatchaval Dusit Thani Public relating to OJV (“DTC”) Limited (“CPN”) into the shareholders Agreement Company Limited Company Limited Company Limited between DTC 2. Pharam 4 agreement with Central purchases 2 land title and CPN Development Pattana Public Company deeds having the area of 2 Company Limited Limited to incorporate Pharam Ngan 01 sq.m., and 3. Saladang Property 4 Development Company 2.8/10 sq.m. from Management Co., Limited. This will operate the Kingchatchaval Company Ltd. office building business with a Limited, totaling Baht shareholding portion of 179,344,000. DTC: CPN which is 10:90.

Sublease Dusit Thani Public Vimarn Suriya Dusit Thani Public Sale and Dusit Thani 1. Sup Imperial Dusit Thani Properties 2. 5. Agreement Company Limited Company Limited Company Limited sub- Purchase Properties Public Korat Company Public Company Limited leases Vimarn Suriya Agreement Company Limited Limited sold a land, buildings Company Limited the land 2. Imperial Nakhon including other assets of approximately 21 Rai, (Land, Ratchasima Dusit Princess Korat hotel located at No. 1, Buildings and Limited to Sup Imperial Korat Saladaeng, intersection of Other Assets) Company Limited and Silom Road, Silom, Imperial Nakhon Bangkok to develop and Ratchasima Limited at the operate a Mixed-use total amount of Baht project consisting of hotel, 565,000,000. residence and retail shopping center. 2018 1. Share Purchase Dusit Foods Wellpo Capital Limited Dusit Foods Company Lease Right Dusit Thani Public Pharam 4 Dusit Thani Public 3. Agreement in Company Limited Limited, a new Assignment Company Limited Development Company Limited has respect of NR incorporated subsidiary of Agreement Company Limited assigned the right to lease Instant Produce Dusit Thani Public the land from the Crown Co., Ltd. Company Limited invested Property Bureau in NRIP by entering into approximately 2 Rai to the Share Purchase Pharam 4 Development Agreement to acquire Company Limited. This 2,452,076 ordinary shares aims to hold the land (equivalent to 24.9 percent lease right for the Office of the total shares of Project. Dusit Thani NRIP), totaling THB Public Company Limited 613,019,000 from Wellpo will hold 10% stake of Capital Limited in order to the registered capital of engage in the food Pharam 4 Development business. Company Limited.

34 35

34 35 Year/No. Type of Signatory to the agreement Details of transactions Agreement The Company or Parties to the subsidiaries agreement Share Dusit Foods 1. Asian Food Dusit Foods Company 2. Subscription Company Limited Corporation Limited entered into the Agreement for Limited Share Subscription NR Instant 2. DP Partners Agreement among all Produce Co., Limited shareholders of NRIP and Ltd. 3. DLN 2017 NRIP to acquire 200,000 Limited newly issued ordinary 4. DPA Funds shares of NRIP, totaling Limited THB 50,000,000 which 5. NR Instant makes Dusit Foods to hold Produce Co., Ltd the shares in NRIP at 25.9 (NRIP) percent of the total shares of NRIP. Shareholders’ Dusit Foods NR Instant Produce Dusit Foods Company 3. Agreement and Company Limited Co., Ltd (NRIP) Limited entered into the Share shareholders’ agreement Subscription and share subscription Agreement for agreement with NR Instant Dusit Gourmet Produce Co., Ltd (NRIP) to Company incorporate Dusit Gourmet Limited Company Limited. This will operate the business of producing, import and export sale and marketing for sauce, dipping and sauce seasoning with a shareholding portion of DTC: CPN which is 90:10. Share Purchase Dusit Overseas Sellers listed in the Dusit Overseas Company 4. Agreement for Company Limited Schedule 1.1 of the Limited, a subsidiary of LVM Holdings Share Purchase Dusit Thani Public Company Pte Ltd Agreement Limited incorporated in Hong Kong entered into the Share Purchase Agreement to acquire all shares in LVM Holdings Pte. Ltd. which engages in marketing, booking, and full-service management business for luxury villas located in various countries including

36 37 Year/No. Type of Signatory to the agreement Details of transactions Agreement The Company or Parties to the subsidiaries agreement Thailand under Elite Havens brand.

10. Proxy form with at least one name of a member of the Audit Committee being nominated as shareholder’s proxy.

The details on the proxy form and profiles of the members of the Audit Committee nominated by the Company to be shareholders’ proxies are set out in the supporting document for the Annual General Meeting of Shareholders No. 26/2019 (Attachment No. 13).

36 37 The opinions of the Independent Financial Advisor on the acquisition of assets (For the purpose of translation only)

The opinions of the Independent Financial Advisor on the acquisition of assets

Dusit Thani Public Company Limited

Presented to

Shareholders of Dusit Thani Public Company Limited

Prepared by

Jay Capital Advisory Limited

24 March 2019

This English report of the Independent Financial Advisor’s Opinions has been prepared solely for the convenience of foreign shareholders of Dusit Thani Public Company Limited and should not be relied upon as the definitive and official document. The Thai language version of the Independent Financial Advisor’s Opinion is the definitive and official document and shall prevail in all aspects in the event of any inconsistency with this English Translation.

0 The opinions of the Independent Financial Advisor on the acquisition of assets (For the purpose of translation only)

The opinions of the Independent Financial Advisor on the acquisition of assets

Dusit Thani Public Company Limited

Presented to

Shareholders of Dusit Thani Public Company Limited

Prepared by

Jay Capital Advisory Limited

24 March 2019

0 The opinions of the Independent Financial Advisor on the acuisition of assets The opinions of the Independent Financial Advisor on the acuisition of assets For the purpose of translation only For the purpose of translation only

Content Glossary

age The opany or T usit Thani ublic opany iited Eecutive uary athuan roect The transaction of subleasing areas fro the rd to the th and the A floor and other areas in aan aprasong building in order ection Acuisition in athuan roect to operate a hotel business longstay rental business restaurant business and other businesses

ection Acuisition in AAI hinaton roect aan aprasong ublic opany iited

AA Aerican Appraisal Thailand opany iited ection uary of the opinion of the Independent Financial Advisor AAI hinaton roect The transaction of investent in the right to usufruct of certain areas fro the th to the th floors of Building A of I’m Chinatown Enclosure eneral Inforation of usit Thani ublic opany iited roect and the purchase of the assets Furniture Fitures and Euipent FFE and investent in right to use coon properties and services in I’ hinaton roect’s area fro IT for the purpose of operating a hotel restaurant and other businesses IT I A hinaton opany iited ia evelopent opany iited F night Fran hartered Thailand opany iited Independent Financial Advisor or IFA ay apital Advisory iited ET The toc Echange of Thailand E The ecurities and Echange oission otifications on Asset Acuisition otification of the apital aret upervisory oard o Torhor and isposal e ules on Entering into aterial Transactions eeed as Acuisitions or isposal of Assets dated August and its aendents and the otification of the oard of overnors of the toc Echange of Thailand e isclosure of Inforation oncerning the Acuisition and isposition of Assets of isted opanies E dated October and its aendents

The opinions of the Independent Financial Advisor on the acuisition of assets The opinions of the Independent Financial Advisor on the acuisition of assets For the purpose of translation only For the purpose of translation only

Content Glossary

ection Acuisition in AAI hinaton roect aan aprasong ublic opany iited

h oinions of th Indndnt inanial Adisor on th auisition of assts The opinions of the Independent inancial Advisor on the acquisition of assets or th uros of translation onl (or the purpose of translation only)

arh event of significant changes to such information in the future, the IFA’s opinion may also be impacted. This IA report is based on such information as the following o h harholdrs • The Resolutions of the Company’s Board of Director’s Meetings and Information Memorandum usit hani uli Coman imitd on the acquisition of assets related to the Transaction • The Company’s Information disclosure (Form 56) for the year 208 and Annual eport for the h oinions of th Indndnt inanial Adisor on th auisition of assts year 20 • The Company’s audited financial statements as of 31 December 2016 – 209 • Draft agreements and contracts related to the transactions The Board of Directors of Dusit Thani Public Company Limited (“the Company” or “DTC” in its • The appraisal reports on Pathumwan and AAI Chinatown proects mting o hld on arh assd a rsolution to roos an auisition in assts to • Information from interviews with the Company’s managements and staffs sharholdrs for onsidration at th Annual nral ting o on Aril dtails • Information and documents obtained from the Company of whih ar as follows In addition, the IFA’s opinion was based on the following assumptions h sulas of rtain aras in Baan arasong uilding loatd at o oi ahardlluang • All information and documents provided by the Company and the interviews with management adamri oad umini udistirt athumwan istrit Bango from Baan arasong uli are complete, accurate, and true. The opinion obtained was credible and close to the current Coman imitd whih is th lss of Baan arasong uilding h Coman will sulas situation. rd th th aras from th to th and th A floor and othr aras in Baan arasong uilding • o past events or imminent events or impending events would create significant negative with a total area of 9,499.56 square meters (the “Area in Baan apraong Building”), which is impacts on the operating performance of the Company and that of the assets to be invested. th hotl longsta rntal and rstaurant aras for a riod of aroimatl ars months • All draft contracts related to the Company’s acquisition in assets are complete and true. from th dat of th rgistration of th sulas agrmnt whih th Coman ts to urthermore, the contracts that will be signed with the counterparties is not significantly omlt th rgistration within Aril until tor and th urhas of th different from the version that the IA has received. assts loatd in th Ara in Baan arasong Building from Baan arasong uli Coman imitd in ordr to orat a hotl usinss longsta rntal usinss rstaurant usinss and The IA has prepared this report on 24 arch 209 and hereby certified that we have studied, othr usinsss with th total onsidration of B million whih th Coman must analyed and prudently performed our duties as an Independent inancial Advisor, complying with the ma amnt to Baan arasong uli Coman imitd this transation is alld th generally accepted professional standard and rendered our opinion based on the unbiased analysis with “athumwan roet”); and regards to the best benefit of the shareholders. owever, it is important to note that the IFA’s opinions are based on the information and documents received from the Company and other publicly available th th h rgistration of th right to usufrut of rtain aras from th to th floors of th information. The IA assumes that such information is accurate and reliable at the time the IA prepared this uilding loatd at o Charonrung oad om ra udistrit om ra attru hai opinion report. owever, if such information is found to be inaccurate andor incomplete andor unreliable District, Bangkok from I’m Chinatown Co., Ltd (“ICT”), with a total area of approximately 8,992.50 andor have any significant changes in the future, the opinion provided by the IA may differ accordingly. As square meters (the “Area in I’m Chinatown Building”) under 2 Usufruct Agreements, for a total a result, the IA is unable to be held responsible for any adverse impacts on the Company and its shareholders riod of aroimatl ars and th urhas of th assts urnitur iturs and resulting from the transaction. In addition, the obective of this report is merely to provide an opinion on the uimnt and investment in right to use common properties and services in I’m transaction to the Company’s directors and shareholders only. otwithstanding, the decision to vote is the Chinatown rot’s ara from IC for th uros of orating a hotl rstaurant and othr sole discretion of the shareholders, which shall include the consideration of advantages, disadvantages, and usinsss undr th Coman’s “AAI” rand ( suh transation is hr alld “ AAI risk associated with the transaction as well as consideration of the attached documents submitted to the Chinatown roet”) shareholders along with the invitation letter in order to make the most appropriate decision. In this regard, the opinion of the IA does not certify the success of the proposed transactions as well as the possible impacts In this rgard th Coman has aointd an Indndnt inanial Adisor to oin on th to the Company and/or to the Company’s shareholders. The IA does not hold any responsibilities for the reasonableness, fairness of price and conditions of the transactions to the Company’s shareholders for impacts that might arise from such transaction both directly and indirectly. onsidration in aroing th transations n arh th Board of irtors’ ting o has arod to aoint a Caital Adisor imitd (“Independent inanial Adior” or “IA”), who The IA has considered the reasonableness of the transactions in detail described as follows is a finanial adisor arod h urities and Exchange Commission (“C”) and is indndnt from th Coman to rndr suh oinion to C sharholdrs in onsidration of aroing th transation to auir th ao assts

his IA rort is asd on th information from intriws and doumntation roidd th Coman inluding ulil dislosd information as wll as onsidration of th urrnt onomi situation at th tim of raration of this IA oinion in rst to ntring into this transation hrfor in th

4 The opinions of the Independent inancial Advisor on the acquisition of assets (or the purpose of translation only) event of significant changes to such information in the future, the IFA’s opinion may also be impacted. This IA report is based on such information as the following • The Resolutions of the Company’s Board of Director’s Meetings and Information Memorandum on the acquisition of assets related to the Transaction • The Company’s Information disclosure (Form 56) for the year 208 and Annual eport for the year 20 • The Company’s audited financial statements as of 31 December 2016 – 209 • Draft agreements and contracts related to the transactions • The appraisal reports on Pathumwan and AAI Chinatown proects • Information from interviews with the Company’s managements and staffs • Information and documents obtained from the Company

In addition, the IFA’s opinion was based on the following assumptions • All information and documents provided by the Company and the interviews with management are complete, accurate, and true. The opinion obtained was credible and close to the current situation. • o past events or imminent events or impending events would create significant negative impacts on the operating performance of the Company and that of the assets to be invested. • All draft contracts related to the Company’s acquisition in assets are complete and true. urthermore, the contracts that will be signed with the counterparties is not significantly different from the version that the IA has received.

The IA has prepared this report on 24 arch 209 and hereby certified that we have studied, analyed and prudently performed our duties as an Independent inancial Advisor, complying with the generally accepted professional standard and rendered our opinion based on the unbiased analysis with regards to the best benefit of the shareholders. owever, it is important to note that the IFA’s opinions are based on the information and documents received from the Company and other publicly available information. The IA assumes that such information is accurate and reliable at the time the IA prepared this opinion report. owever, if such information is found to be inaccurate andor incomplete andor unreliable andor have any significant changes in the future, the opinion provided by the IA may differ accordingly. As a result, the IA is unable to be held responsible for any adverse impacts on the Company and its shareholders resulting from the transaction. In addition, the obective of this report is merely to provide an opinion on the transaction to the Company’s directors and shareholders only. otwithstanding, the decision to vote is the sole discretion of the shareholders, which shall include the consideration of advantages, disadvantages, and risk associated with the transaction as well as consideration of the attached documents submitted to the shareholders along with the invitation letter in order to make the most appropriate decision. In this regard, the opinion of the IA does not certify the success of the proposed transactions as well as the possible impacts to the Company and/or to the Company’s shareholders. The IA does not hold any responsibilities for the impacts that might arise from such transaction both directly and indirectly.

The IA has considered the reasonableness of the transactions in detail described as follows

4 The opinions of the Independent Financial Advisor on the acquisition of assets The opinions of the Independent inancial dvisor on the acquisition of assets (For the purpose of translation only (or the purpose of translation only)

eutie ummary Board of Directors No. 3/2019 on 25 February 2019 that the shareholders’ meeting No. 26/2019 consider approving the entry into the transactions, whereby the highest transaction value is equivalent to 4.5 n 15 March 201, the Company’s Board of Directors’ meeting No. 4/2562 (201 has resolved a resolution percent based on the Total alue of Consideration basis. urthermore, the Company has appointed an to submit to the 26/2562 (201 Annual eneral Meeting of hareholders to be held on 26 April 201 for Independent inancial dvisor to opine on the reasonableness, fairness of price and conditions of the consideration to approve (1 investment in athumwan roect and (2 investment in AAI Chinatown roect, transactions to the Company’s shareholders for consideration in approving the transactions. which details of each proect are as the following rom the analysis of the Independent inancial dvisor regarding the reasonableness of the transaction, Auiition in athumwan roet including the fairness of the price and conditions of the transaction, the Independent Financial Advisor’s opinion on the investment in the Pathumwan Project is that it i appropriate to enter into the tranation Dusit Thani Public Company Limited (“the Company” or “DTC”) proposes to invest in Pathumwan project in because of the following the amount of TB 0.00 million which can be divided into (1 sublease portions of area of Baan Raprasong . It is investment in an asset with good potential in generating revenue and can generate revenue from Building located at o. 3 Mahadleluang 3 Alley, Radamri Road, umpini ubdistrict, athumwan District, operations immediately. In addition, the asset has good operating results in the past and possess Bangkok from Baan Rajprasong Plc. (“B”) (who is the main tenant of the land and Baan Rajprasong building); advantages from various factors which support its future operation such as being an asset which is well the Company would lie to sublease area on the 3rd – 12nd floors, the 12A floor, and other areas of the building maintained, still in good condition and is complete with available utilities and facilities, etc. totaling approximately 9,499.56 square meters (“Area in Baan apraong Building”). The Company would 2. The Company will be able to expand the network of Dusit Thani corporate group in Bangkok and the sublease the areas for a period of 1 years and 6 months which is considered from 30 April 201, the date location of the property is only 5 meters from the sky train’s Rajdamri Station. that sublease and other relevant registrations are completed, to 31 ctober 203. Also, (2 purchasing assets . The Company can deploy its employees from the Dusit Thani Bangkok, which has been closed earlier this in Area in Baan Raprasong Building from BR. The Company’s purpose in this transaction is to operate a hotel, year, to operate this project, enabling the Company to utilie the benefit from human resources with longterm serviced accommodation, restaurant and other businesses under the Company’s “Dusit Thani maximum efficiency. Suites & Hotel” brand. 4. Investment in the project will increase the stream of revenue from operations in Thailand which would reduce risk if the Company’s hotel business in other countries generate less income due to tourist The investment in this proect is funded from the Company’s internal cash flow and various other funding economy, natural disasters and other violent situations. sources as necessary and appropriate such as longterm loans from financial institutions or offering of 5. The investment value of the transaction, which is THB 4. million, is lower than the fair price range debentures, whereas the Company has shortterm loans facility with financial institutions that are ready for from the fair value valuation from Discounted Cash low pproach which is equal to THB 4.9 – .6 use in the amount of approimately TB 2,00.00 million which it plans to use until agreement can be reached million. (Details of the valuation of fair price range appear in Section ...2 of this report.) to secure longterm loans from financial institutions or until offering of debentures can be eecuted. 6. The draft conditions of the transaction are normal in the sublease of general real estate projects whereby the parties can enter into a contract in various ways according to the negotiation between the contractual n 11 February 201, the Company has submitted a letter of intent to BR requesting to sublease the area in parties and such terms and conditions do not cause the Company to lose benefit. (Details of consideration Baan Raprasong Building with a preliminary agreement on the sublease under which the Company has paid of the appropriateness of the conditions of the transaction appear in Section ..2 of this report.) a deposit in the amount totaling TB 50.00 million into an escrow account in order to conduct due diligence in the assets in which the Company will invest and to further negotiate conditions in the sublease agreement Nevertheless, entering into the transaction has disadvantages and risks which shareholders should including other related contracts. Furthermore, on 26 March 201, the Company would invest in Bare hell additionally take them into consideration whether to approve the transaction, as follows ublease Agreement, FF Investment Agreement, and ervice Agreement with BR, which has total amount . The investment will increase obligations from debts and interest expenses on the Company which, in case of TB 0.00 million paid on the date of complete registration for sublease and other relevant transactions that the Company uses all sources of fund from loans from institutions or offering of debentures, the and epected to be completed on 30 April 201. owever, as entering into the transaction to acquire the corporate group would have additional loan burden in the amount of THB 4. million, resulting in an athumwan roect requires approval from the AM and in the event that shareholders at the Meeting do increase in the Company’s interestbearing debt to equity ratio from . times to .45 times, based on not approve such transaction, the Company will be able to terminate the investment in such proect without the consolidated financial statements of the roup as at December 2. having to pay any price or fines as well as receive the paid deposit from the counterparty in full. 2. There is a risk of the operating performance of the project not being as expected due to various factors such as a slowdown of the economy, intensified competition in the domestic hotel market, a decrease in The entry into the transactions in athumwan roect constitutes an asset acquisition transaction in the number of tourists coming to Bangkok, etc. accordance with otifications on Asset Acquisition and Disposal, having the highest transaction value of 6.3 . Since the transaction is a subleasing of building area, the Company therefore has risks if BR breaches the percent, calculated based on the Total alue of Consideration basis, based on the audited Consolidated main land and building lease agreement with the land owner which may result in the Company’s inability Financial tatements of the Company ending 31 December 201. After including the value of investment (2 to gain benefit from the subleasing rights as planned. AAI Chinatown roect and all asset acquisitions which have occurred during the past si months based on the Total alue of Consideration basis and when combined with the total value of the asset acquisition Considering the benefits to the Company of entering into the transaction, the disadvantages and risks, the transactions related to the he Dusit Thani Maldives hotel proect, the subscription for the newlyissued appropriateness of the price and conditions of the transaction as mentioned above, the Independent inancial investment units of Dusit Thani Freehold and easehold Real Estate Investment Trust (the “DREIT”) and the dvisor deems that this investment in the Pathumwan Project i appropriate. s such, shareholders should registration of the lease agreement by Dusit Thani, the Board of Directors proposed in the Meeting of the approve this transaction.

5 6 The opinions of the Independent Financial Advisor on the acquisition of assets The opinions of the Independent inancial dvisor on the acquisition of assets (For the purpose of translation only (or the purpose of translation only)

5 6 he opinions of the Independent Financial Advisor on the acuisition of assets The opinions of the Independent Financial Advisor on the acuisition of assets For the purpose of translation only (For the purpose of translation only)

Auiition in AAI Chinatown roet . The Company can deploy its employees from the Dusit Thani Bango, which has been closed earlier this year, to operate this project, enabling the Company to utilie the benefit from human resources with he Company proposes to invest in AAI Chinatown roect with total investment amount not eceeding B maximum efficiency. 1,000.00 million through registration of usufruct agreements for the hotel area of I’m Chinatown Project, . Investment in the project will increase the stream of revenue from operations in Thailand which would situated at No. 52 Charoenkrung oad, omprab ubdistrict, omprab attruphai District, Bangkok from I reduce risk if the Company’s hotel business in other countries generate less income due to tourist economy, am Chinatown Co., td. (“ICT”), which would register usufructs in an area of th to th Floors of Building A of natural disasters and other violent situations. the I’m Chinatown roect, a rental space area of approimately ,992.50 suare meters the “Area in I’m . The investment value of the transaction, which is TB .0 million, is lower than the fair price range from Chinatown Building”) for a period of approimately 32 years period of 2 usufruct agreements as well as the fair value valuation from Discounted Cash Flow Approach which is eual to TB 1,0. – 1,1. purchasing the furniture, fiture, and euipment FF, and investment in right to use common properties million. (Details of the valuation of fair price range appear in Section ..1. of this report.) and services in I’m Chinatown roect’s area from IC for the purpose of operating a hotel, restaurant and . The draft conditions of the transaction are normal in the usufruct registration and investment in assets other businesses under the Company’s brand “ASAI” whereby the parties can enter into a contract in various ways according to the negotiation between the contractual parties and such terms and conditions do not cause the Company to lose benefit. Furthermore, he investment in this proect is funded by the Company’s internal cash flow and various other funding the benefit that the Company would receive upon registration of usufruct is not inferior than the sources as necessary and appropriate such as longterm loans from financial institutions or issuing of registration of leasehold right. (Details of consideration of the appropriateness of the conditions of the debentures, whereas the Company has available balance of shortterm loans from financial institutions transaction appear in Section .. of this report.) approimately B 2,00.00 million. he Company plans to use the shortterm loans from financial institutions until agreement can be reached to secure longterm loans from financial institutions or until evertheless, entering into the transaction has disadvantages and riss which shareholders should issuing of debentures can be eecuted. additionally tae them into consideration whether to approve the transaction, as follows 1. The investment will increase obligations from debts and interest expenses on the Company which, in he entry into the transactions in AAI Chinatown roect constitutes transaction value not eceeding B case that the Company uses all sources of fund from loans from institutions or offering of debentures, 1,000.00 million, which comprises of sufruct Agreements, FF urchase Agreement, and ervices in order to pay compensation for the usufruct, furniture, fixture, and euipment, and services associated Agreement of AAI Chinatown roect with amount of B 95.30 million and other epenses that may arise with ASAI Chinatown Project amounting to TB .0 million, the corporate group would have in the future if any. he asset acuisition transaction, in accordance with Notifications on Asset Acuisition additional loan burden in the amount of TB .0 million, resulting in an increase in the Company’s and Disposal, has the highest transaction value of .6 percent, calculated based on the otal alue of interestbearing debt to euity ratio from 0. times to 0. times, based on the consolidated financial Consideration basis, based on the audited Consolidated Financial tatements of the Company ending 31 statements of the roup as at 1 December 01. December 201. After including the value of investment 1 athumwan roect and all asset acuisitions . There is a ris of delays in the project construction. At present, the project is under construction with which have occurred during the past si months based on the otal alue of Consideration basis and when construction progress at 1. percent. oreover, the Company proposes to operate the project under combined with the total value of the asset acuisition transactions related to the he Dusit hani aldives its corporate brand ASAI. Therefore, prior to entering into this transaction, ICT is reuired to cancel its hotel proect, the subscription for the newlyissued investment units of Dusit hani Freehold and easehold existing contract with the current hotel management, as well as modifying the design to meet ASAI brand Real Estate Investment Trust (the “DREIT”) and the registration of the lease agreement by Dusit Thani, the standards. Therefore, there is a risk of construction delays which could render a deferral in the Company’s Board of Directors proposed in the eeting of the Board of Directors No. 3/2019 on 25 February 2019 that recognition of income to later than expected. the shareholders’ meeting No. 26/2019 consider approving the entry into the transactions, whereby the . As the I’m Chinatown Project is located on the land which ICT rents from D who is the owner of the land highest transaction value is euivalent to 0.15 percent based on the otal alue of Consideration basis. according to Main Lease Agreement of I’m Chinatown Project, the Company has risks that ICT might Furthermore, the Company has appointed an Independent Financial Advisor to opine on the reasonableness, breach the Main Lease Agreement of I’m Chinatown and, as a result, the Company cannot exploit the fairness of price and conditions of the transactions to the Company’s shareholders for consideration in benefits from investment in ASAI Chinatown Project as expected. approving the transactions. . As ICT has taken the leasehold rights of the land under the Main Lease Agreement of I’m Chinatown Project and the Im Chinatown project building as collateral for loan according to Financial Support From the analysis of the Independent Financial Advisor regarding the reasonableness of the transaction, Agreement of I’m Chinatown Project, the Company has risks that ICT might breach the Financial Support including the fairness of the price and conditions of the transaction, the Independent Financial Advisor’s Agreement of I’m Chinatown and, as a result, the Company cannot exploit the benefits from investment opinion on the investment in the AAI Chinatown roect is that it i appropriate to enter into the tranation in ASAI Chinatown Project as expected. because of the following . Since the transaction is a subleasing of building area, the Company therefore has riss if BR breaches 1. It is investment in an asset with good potential in generating revenue, with the asset possessing the main land and building lease agreement with the land owner which may result in the Company’s advantages from various factors which support its future operation such as being a new hotel with inability to gain benefit from the subleasing rights as planned. modern design and fittings and complete with available utilities, amenities and facilities, especially for Considering the benefits to the Company of entering into the transaction, the disadvantages and riss, the transport which is made more convenient by the project’s proximity to the Blueline ubway ystem appropriateness of the price and conditions of the transaction as mentioned above, the Independent Financial etension, etc. Advisor deems that this investment in the ASAI Chinatown Project . As such, shareholders 2. he Company will be able to epand the network of Dusit hani corporate group in Bangkok he should approve this transaction. Company will be able to epand the network of Dusit hani corporate group in Bangkok, in the famous location of the old city precinct of Bangkok surrounded by famous popular restaurants and close to the at angkon amalawat subway station.

The opinions of the Independent Financial Advisor on the acuisition of assets (For the purpose of translation only)

. The Company can deploy its employees from the Dusit Thani Bango, which has been closed earlier this year, to operate this project, enabling the Company to utilie the benefit from human resources with maximum efficiency. . Investment in the project will increase the stream of revenue from operations in Thailand which would reduce risk if the Company’s hotel business in other countries generate less income due to tourist economy, natural disasters and other violent situations. . The investment value of the transaction, which is TB .0 million, is lower than the fair price range from the fair value valuation from Discounted Cash Flow Approach which is eual to TB 1,0. – 1,1. million. (Details of the valuation of fair price range appear in Section ..1. of this report.) . The draft conditions of the transaction are normal in the usufruct registration and investment in assets whereby the parties can enter into a contract in various ways according to the negotiation between the contractual parties and such terms and conditions do not cause the Company to lose benefit. Furthermore, the benefit that the Company would receive upon registration of usufruct is not inferior than the registration of leasehold right. (Details of consideration of the appropriateness of the conditions of the transaction appear in Section .. of this report.)

evertheless, entering into the transaction has disadvantages and riss which shareholders should additionally tae them into consideration whether to approve the transaction, as follows 1. The investment will increase obligations from debts and interest expenses on the Company which, in case that the Company uses all sources of fund from loans from institutions or offering of debentures, in order to pay compensation for the usufruct, furniture, fixture, and euipment, and services associated with ASAI Chinatown Project amounting to TB .0 million, the corporate group would have additional loan burden in the amount of TB .0 million, resulting in an increase in the Company’s interestbearing debt to euity ratio from 0. times to 0. times, based on the consolidated financial statements of the roup as at 1 December 01. . There is a ris of delays in the project construction. At present, the project is under construction with construction progress at 1. percent. oreover, the Company proposes to operate the project under its corporate brand ASAI. Therefore, prior to entering into this transaction, ICT is reuired to cancel its existing contract with the current hotel management, as well as modifying the design to meet ASAI brand standards. Therefore, there is a risk of construction delays which could render a deferral in the Company’s recognition of income to later than expected. . As the I’m Chinatown Project is located on the land which ICT rents from D who is the owner of the land according to Main Lease Agreement of I’m Chinatown Project, the Company has risks that ICT might breach the Main Lease Agreement of I’m Chinatown and, as a result, the Company cannot exploit the benefits from investment in ASAI Chinatown Project as expected. . As ICT has taken the leasehold rights of the land under the Main Lease Agreement of I’m Chinatown Project and the Im Chinatown project building as collateral for loan according to Financial Support Agreement of I’m Chinatown Project, the Company has risks that ICT might breach the Financial Support Agreement of I’m Chinatown and, as a result, the Company cannot exploit the benefits from investment in ASAI Chinatown Project as expected. . Since the transaction is a subleasing of building area, the Company therefore has riss if BR breaches the main land and building lease agreement with the land owner which may result in the Company’s inability to gain benefit from the subleasing rights as planned. Considering the benefits to the Company of entering into the transaction, the disadvantages and riss, the appropriateness of the price and conditions of the transaction as mentioned above, the Independent Financial Advisor deems that this investment in the ASAI Chinatown Project . As such, shareholders should approve this transaction.

The opinions of the Independent Financial Advisor on the acuisition of assets The opinions of the ndependent inancial dvisor on the acquisition of assets For the purpose of translation only (or the purpose of translation only)

S Chinatown Project the highest transaction value would equal to 6.9 percent, calculated based on the Total alue of Consideration basis. urthermore, when include all asset acquisitions which have occurred during the past six months based on the Total alue of Consideration basis and when combined with the total value of the asset acquisition transactions related to the he Dusit Thani Maldives hotel project, the Dusit Thani Public Company Limited (“the Company” or “DTC”) proposes to invest in Pathumwan project in subscription for the newlyissued investment units of Dusit Thani reehold and Leasehold Real state the amount of T million which can be divided into sublease certain portions in area of aan Investment Trust (the “DREIT”) and the registration of the lease agreement by Dusit Thani, the Board of ajprasong uilding located at o Mahadlekluang Alley, ajdamri oad, Lumpini Subdistrict, Pathumwan Directors proposed in the Meeting of the Board of Directors No. /2019 on 25 ebruary 2019 that the District, Bangkok from Baan Rajprasong Plc. (“”) (who is the main tenant of the land and aan ajprasong shareholders’ meeting No. 26/2019 consider approving the entry into the transactions, whereby the highest building the Company would like to sublease area on the rd – nd floors, the A floor, and other areas of transaction value is equivalent to 40.15 percent based on the Total alue of Consideration basis. the building totaling approximately 9,499.56 square meters (“ ”) The Company would sublease the areas for a period of years and months which is considered from April The Board of Directors deemed it appropriate to propose for shareholders’ consideration to approve the , the date that sublease and other relevant registrations are completed, to ctober Also, acquisition of assets by the Company in the Pathumwan Project and S Chinatown Project in No. 26/2562 purchasing assets in Area in aan ajprasong uilding from BR. The Company’s purpose in this transaction is (2019) nnual eneral Meeting to be held on 26 pril 2019, and passed a resolution to appoint the to operate a hotel, longterm serviced accommodation, restaurant and other businesses under the Company’s ndependent inancial dvisor to render its opinions to shareholders on entering into such transaction to “Dusit Thani Suites & Hotel” brand. enable shareholders to have sufficient information to decide whether or not to give their approval, even though the transaction sie is not up to the criteria that the Company has to propose to the shareholders to n February , the Company has submitted a letter of intent to reuesting to sublease the area in approve such transaction. aan ajprasong uilding with a preliminary agreement on the sublease etails of the letter of intent are shown in section topic in this report) under which the Company has paid a deposit in the amount totaling T million into an escrow account in order to conduct due diligence in the assets in which the Company will invest and to further negotiate conditions in the sublease agreement including other related s BR owns the leasehold rights to land and building of Baan Rajprasong Building for a 0year period, from contracts 1 November 200 until 1 October 20 from ajiravudh College ( “ ”) and the space within Baan Rajprasong Building is currently under the management of On 15 March 2019, the Company’s Board of Directors’ Meeting No. 4/ passed a resolution to a company in the corporate group of Minor nternational Plc. (“ ”) using “natara” brand, the submit to the o Annual eneral Meeting of Shareholders, held on April for consideration Company has stipulated Letter of ntent to sublease, Bare Shell Sublease greement, Purchase in approving entering into are Shell Sublease Agreement, FF Investment Agreement, and Service greement, and Service greement with BR to sublease the area in Baan Rajprasong Building, to invest in Agreement of aan ajprasong uilding with at a value of T million, with funding from the furniture, fixture, and equipment and in the right to use common properties and services in Baan Rajprasong Company’s internal cash flow and various other funding sources as necessary and appropriate such as long Building to operate a hotel and longterm serviced accommodation business in the building. The summary of term loans from financial institutions or issuing of debentures, whereas the Company has available balance the details regarding terms and conditions of each contract are as follows of shortterm loans from financial institutions approximately T , million The Company plans to use the shortterm loans from financial institutions until agreement can be reached to secure longterm loans from financial institutions or until issuing of debentures can be executed Date of Signing 11 ebruary 2019 Parties Sublessee Dusit Thani Public Company Limited (“ ”) In addition, on March the Company will enter into the are Shell Sublease Agreement, FF Sublessor Baan Rajprasong Public Company Limited (“”) Investment Agreement, and Service Agreement of aan ajprasong uilding with in the amount of of T sset to be sublet Details of which appear in Section 1, topic 1.1. of this report. million, which would be paid on the date of registration of the sublease and other relevant Rental period rom the date that the longterm sublease rights can be registered with the registrations which the Company expects to be on April owever, as entering into the transaction Department of Lands1 until 1 October 20. (The remaining rental period is to acuire the Pathumwan Project reuires approval from the AM and in the event that shareholders at the approximately 19 years and 6 months.) Meeting do not approve such transaction, the Company will be able to terminate the investment in such Rent and payment pproximately THB 40.00 million, which the payment terms are divided into project without having to pay any price or fines as well as the paid deposit from the counterparty would be term 1. Deposit of sublease fees of THB 50.00 million with the Company obligated to returned in full pay such deposit into the escrow account2 within 10 days from the date of

signing in this letter of intent to sublease, which the deposit would be refunded to the Company in the following cases

The entry into the transactions in Pathumwan Project constitutes an asset acuisition transaction in accordance with otifications on Asset Acuisition and isposal, having the highest transaction value of 1 percent, calculated based on the Total alue of Consideration basis, based on the audited Consolidated The Company expects to be able to register the long-term sublease rights with the Department of Lands by 30 April 2019. 2 On 18 February 2019, the Company, BR and Kiatnakin Bank PLC, as a trustee, jointly signed an Escrow Agreement to be used for payment of THB 50.00 Financial Statements of the Company ending ecember After including the value of investment in million as such deposit.

10 The opinions of the Independent Financial Advisor on the acuisition of assets The opinions of the ndependent inancial dvisor on the acquisition of assets For the purpose of translation only (or the purpose of translation only)

signing in this letter of intent to sublease, which the deposit would be refunded to the Company in the following cases

10 The opinions of the Independent inancial dvisor on the acuisition of assets e inin te neenent inni i n te iitin et (or the purpose of translation only) ( te e tntin n)

• The ompany and BR are unable to agree and sign the Bare hell ublease () mt tne te igt ing t te ng t mmtin greement and other related agreements ithin 26 arch 2019, unless ntt t te mn i e eetie m te te tt both parties ointly agree to etend the period. egittin te ee te et i mete • The ompany and BR are unable to comply ith or do not get a aiver of () te mn e te tein igt t ntine it ee te et all preceding conditions under the Bare hell ublease greement ithin e n te min n ee geement it te mn ing te ent in 0 pril 2019. tin t te ee e iet t te e in te e tt e • The sublease registration is not completed ithin 0 pril 2019. nt it ent e n tem n nitin in te min ee 2. The remaining amount totaling TB 690.00 million of hich payment ill be geement ee i etn te ee ee t te mn in te divided according to rent payment for sublease area of the building, payment ti e t te emining ee ei in ti ntt n itin in for furniture, fiture, and euipment, and payment for utility services and e t mitigte i gee t ee n gntee in te common property related to operating a hotel and longterm serviced mnt 250.00 miin ei 19 e n 6 mnt in e accommodation businesses hich ill be paid on the date that the sublease t gntee ment mentin t te mn in te eent tt right registration is completed. ee n nitin in te min ee geement te tmn onditions precedent (1) onducting due diligence is completed to the satisfaction of the ompany. et n te ee geement n i mtie te mnt (2) pproval is obtained through the reuired internal processes of both parties, gntee e e ing t te mnt tt te tie i te e.g. approval from the Board of Directors or from shareholders’ meeting, etc. gee () pproval is obtained from all relevant agencies. ent egittin t i e enie te ee igt egittin ee () letter of consent is received from the property oner alloing the ompany ee ining te ite t eene n tm t to directly eecute a lease agreement ith the property oner if BR breaches e e mn e enie i te eting t te tmn the contract or fails to comply ith the terms and conditions of the longterm et in tin t te e te ee et i i nt eee lease that BR has ith the property oner (tepin right). miin e e tgt te ent ei ne te genment () The ompany receives the transfer of various licenses relating to the nge in t te n te tin met i et in igniint operation of the hotel and longstay accommodation businesses on the inee in t in tt e te mn e enie te t eene property to be subleased. in tin t te e te ee et (6) BR receives consent from creditors and / or related third parties. tein igt n te e tt e nt it ent ee n tem n nitin in () BR terminates the hotel management agreement ith the eisting hotel te min ee geement tmn et te mn e te manager. igt t ntine it ee te et e n te min n ee geement () BR terminates the sublease agreement ith the sublessee for the restaurant it te mn ing te ent in tin t te et e iet t te in the assets to be subleased. e ee i e te ee ee t te mn in te ti Both parties epect that they ill be able to comply ith all the conditions ithin e t te emining ee ei in ti ntt 0 pril 2019. lessee’s right to e mn te igt t teminte ti ntt itten ntie t in Registration fee for Each party is eually responsible for half of the leasehold rights registration fee, teminte te eent n te ing leasehold rights including other associated ta epenses and stamp duty. geement () itin i te mn nt et eeie m it ee t ente int ti ntt n t ee t eete te i eiement teein () e iing n et t e ee i ete ie ing Date of signing 26 arch 2019 ete e mee n te ient i nt e ie arties ublessee Dusit Thani ublic ompany imited (“the ompany”) ing iniit t e et ei me tn netie ublessor Baan Raprasong ublic ompany imited (“BR”) mnt sset to be subleased Details of hich appear in ection 1, topic 1.1. of this report. () e min ee geement tmn et eie i teminte ublease period rom the date of completion of sublease registration, hich is epected to be on te et et i eite eting in te mn nt eing e t 0 pril 2019, until 0 ctober 20 ( The remaining sublease period is e te et ing t te e ti ntt approimately 19 years and 6 months.) ublease fee TB . million, hich the ompany agrees to pay the sublease fee in full on te mn teminte te geement e t n te e imtne the day that registration of the sublease of the property is completed. gee t e te ee ee t te mn in te ti e t te onditions recedent s stipulated in (1) etter of Intent to ublease and emining ee ei in ti ntt n itin i ti geement i teminte ee te ee egittin i mete gee t etn te

11 The opinions of the Independent inancial dvisor on the acuisition of assets e inin te neenent inni i n te iitin et (or the purpose of translation only) ( te e tntin n)

11 he oiios o the eeet iil isor o the isitio o ssets The opinions o the ndependent inancial disor on the acuisition o assets or the rose o trsltio ol (or the purpose o translation only)

slese ee ot o oe tht reeie ro the o i system air conditioning system telephone system cooing gas system to the o ithi the erio o s ro the te o teritio sanitation system and other serices in Baan Raprasong Building to operate a hotel and longterm sericed accommodation business restaurant business and other businesses hich is dierent rom the compensation or the sublease rights mentioned aboe. te o sigig rh rties Buyer: Dusit Thani Public Company Limited (“ ”) The Company ill pay the serice ee to BR on the day that sublease registration eller rsog li o iite (“”) is completed. n addition the company agrees to pay or electricity ater gas sset to e oght ershi i ritre itre eiet relte to the oertio o hotel and telephone that the Company utilies each month according to the amount sol logst ootio siess o the th roet that appears on the meter o arious systems connected to the property to sset to e ershi o ll ritre itre eiet trsers to the o sublease. rhse o the te hih slese registrtio is olete nnual erice ee : The annual ee TB . million or serice or or inspection cleaning repair he o hs o oligtio to rhse ritre itre and maintenance o public utilities and arious public assets to be in good eiet til slese registrtio is olete condition and able to use and meet the standards o international he o hs the right to eie the ot oitio o the accommodation and hotels ith the cost rom BR as ell as proiding ire ritre itre eiet re o to e or ge protection systems and garbage collection at the point speciied by BR also the iiishe or le to e se the er hs the right to rese to rhse security system in land and property throughout the period o sublease. sh ritre ittigs eiet rtherore i the eet tht ore th eret o the totl ot or le o the ritre ittigs oeer i the annual ee needs to be adusted according to the cost and eiet is issig or ge grees to ree the rhse rie to economic conditions in the uture both parties agree to negotiate and ind a the er orig to the erese le ot o sh ritre reasonable and air conclusion hile the change in the nnual erice ee must itre eiet not be higher than the serice ee that BR charges rom other residents in the rhse rie illio hih the o ill to o the tht slese building. registrtio is olete Taes : The Company has a duty to pay arious taes including T related to serice Buyer’s right to he er hs the right to terite this greeet ritte otie to i ees and serice payments according to this serice agreement ecluding BR terite greeet the eet o o the olloig corporate income ta and ithholding ta. he o hs ot reeie rol ro its shreholers to roee Client’s right to : The Company has the right to terminate this agreement by ritten notice to BR ith the eetio o this slese otrt ithi ril terminate in the eent o any o the olloing: ritre itre or eiet i rt tht is terill sigiit is agreement () The Company has not receied approal rom its shareholders to proceed issig or ge rior to the hoer te ith the eecution o this agreement and other procedures according to this agreement ithin pril . () n the case o utilities and or common property being destroyed by ire loods landslides orce maeure or other unaoidable circumstances hich te o sigig rh cause the inability to use the serice under this contract or a period o more rties liet sit hi li o iite (“ ”) than 6 consecutie months. erie roier rsog li o iite (“”) () piration or early termination o either the Pathuman Proect main lease eries roiig tilities oo roert other series or the rose o agreement or the sublease agreement. the o’s siess oertio o the slet roert erie reerig hroghot the serie erio ill rrge or isetio leig reir the Company terminates this agreement due to any o the aboe circumstance itee o the tilities sste rios oo roert ssets to e i BR ill repay the serice ee bac to the Company in the ratio eual to the goo orig oitio to the str o itertiol ootio remaining serice period in this contract. and hotels at BR’s cost. itio ill roie ire rotetio sste series grge olletio t the oits seiie eetie serit sste i the l roert to e slet erie erio ro the tht slese registrtio orig to re hell lese greeet is olete til toer erie ee he ot o illio or the rights to ess tilit sstes i the ilig sh s egieer sste i ter sl sste i eletril

he oiios o the eeet iil isor o the isitio o ssets The opinions o the ndependent inancial disor on the acuisition o assets or the rose o trsltio ol (or the purpose o translation only) slese ee ot o oe tht reeie ro the o i system air conditioning system telephone system cooing gas system to the o ithi the erio o s ro the te o teritio sanitation system and other serices in Baan Raprasong Building to operate a hotel and longterm sericed accommodation business restaurant business and other businesses hich is dierent rom the compensation or the sublease rights mentioned aboe. te o sigig rh rties Buyer: Dusit Thani Public Company Limited (“ ”) The Company ill pay the serice ee to BR on the day that sublease registration eller rsog li o iite (“”) is completed. n addition the company agrees to pay or electricity ater gas sset to e oght ershi i ritre itre eiet relte to the oertio o hotel and telephone that the Company utilies each month according to the amount sol logst ootio siess o the th roet that appears on the meter o arious systems connected to the property to sset to e ershi o ll ritre itre eiet trsers to the o sublease. rhse o the te hih slese registrtio is olete nnual erice ee : The annual ee TB . million or serice or or inspection cleaning repair he o hs o oligtio to rhse ritre itre and maintenance o public utilities and arious public assets to be in good eiet til slese registrtio is olete condition and able to use and meet the standards o international he o hs the right to eie the ot oitio o the accommodation and hotels ith the cost rom BR as ell as proiding ire ritre itre eiet re o to e or ge protection systems and garbage collection at the point speciied by BR also the iiishe or le to e se the er hs the right to rese to rhse security system in land and property throughout the period o sublease. sh ritre ittigs eiet rtherore i the eet tht ore th eret o the totl ot or le o the ritre ittigs oeer i the annual ee needs to be adusted according to the cost and eiet is issig or ge grees to ree the rhse rie to economic conditions in the uture both parties agree to negotiate and ind a the er orig to the erese le ot o sh ritre reasonable and air conclusion hile the change in the nnual erice ee must itre eiet not be higher than the serice ee that BR charges rom other residents in the rhse rie illio hih the o ill to o the tht slese building. registrtio is olete Taes : The Company has a duty to pay arious taes including T related to serice Buyer’s right to he er hs the right to terite this greeet ritte otie to i ees and serice payments according to this serice agreement ecluding BR terite greeet the eet o o the olloig corporate income ta and ithholding ta. he o hs ot reeie rol ro its shreholers to roee Client’s right to : The Company has the right to terminate this agreement by ritten notice to BR ith the eetio o this slese otrt ithi ril terminate in the eent o any o the olloing: ritre itre or eiet i rt tht is terill sigiit is agreement () The Company has not receied approal rom its shareholders to proceed issig or ge rior to the hoer te ith the eecution o this agreement and other procedures according to this agreement ithin pril . () n the case o utilities and or common property being destroyed by ire loods landslides orce maeure or other unaoidable circumstances hich te o sigig rh cause the inability to use the serice under this contract or a period o more rties liet sit hi li o iite (“ ”) than 6 consecutie months. erie roier rsog li o iite (“”) () piration or early termination o either the Pathuman Proect main lease eries roiig tilities oo roert other series or the rose o agreement or the sublease agreement. the o’s siess oertio o the slet roert erie reerig hroghot the serie erio ill rrge or isetio leig reir the Company terminates this agreement due to any o the aboe circumstance itee o the tilities sste rios oo roert ssets to e i BR ill repay the serice ee bac to the Company in the ratio eual to the goo orig oitio to the str o itertiol ootio remaining serice period in this contract. and hotels at BR’s cost. itio ill roie ire rotetio sste series grge olletio t the oits seiie eetie serit sste i the l roert to e slet erie erio ro the tht slese registrtio orig to re hell lese greeet is olete til toer erie ee he ot o illio or the rights to ess tilit sstes i the ilig sh s egieer sste i ter sl sste i eletril

e inins te neenent innil is n te isitin ssets te se tnsltin nl

3 – tin 3 leln 3 lle i ini istit tn 4 – istit n etil sset lese t te n sn ilin ttlin itel – se etes - ttl s iie int ▪ ▪ 85 nee s te sie 77 – 90 se etes e ▪ 12 te s te sie 127 – 157 se etes e ▪ e e s e lte n te – t n ls n ▪ sn ilin etils i e s lls ▪ ( ) () () 10 10 10 10 10 10 10

- estnt te sie 169.05 se etes n l inlin te nt ti e te estnt is 145.26 se etes - se e ttlin 589.25 se etes iie int n e 287.63 se etes n l 1 n e 139.92 se etes n l n n e 161.70 se etes n l 3 - in se 45 eiles - ssene lits tel n lnst tin lients n itin te slessee s te it t se is te es elte t tel lnst tin n estnt seies s s enil sstes eletil sstes n lin sste es eetin e in e ntlit es ilin i es n

ste es (“”) nesi nite ite n eient elte t te tel n ln st tin siness etins in t 1) its t se tilities seies n et n te seies elte t te (“”), tel n lnst tin siness etins in t 1)

3 – 4 – – ▪ ▪ ▪ ▪

(“”) (“”),

) )

, , under the “Anatara” brand, of which details of past

() , , , ()

, , ,

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after 30 April 2019, which is the date that the Company’s transaction is expected to be complete. , ,

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, , under the “Anatara” brand, of which details of past

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after 30 April 2019, which is the date that the Company’s transaction is expected to be complete. , ,

he opinions of the ndependent inancial Adisor on the acuisition of assets he opinions of the nepenent inanial visor on the aisition of assets or the purpose of translation only or the prpose of translation only

n , the opany rate of aommoation in ango inrease y perent, perent, perent an perent, respetively, e mainly to the inrease in the nmer of torists who staye in ango as mentione aove – – – s for new eman for new spply of lry an highen hotels in the perio , it is epete that umber of rooms the volme will e approimately , rooms, most of whih are loate in the hmvit area, as per the ource following etails

Nevertheless, following the Company’s enterin into the transaction to sublease the areas of the hotel and lonstay accommodation, the Company will manae such hotel and lonstay accommodation business under its own corporate roup brand, namely usit hani uite otel, thereby reuirin to terminate the preious hotel manaement contract with all costs associated with the termination of such contract bein the responsibility of . he Capella ango otel Chareonrng or easons otel ango, Chao hraya Chareonrng iver eriew of otel ndustry in ano osewoo ango loenhit he number of tourists who stay in ano in recent years has continually rown. etween 201201, the impton otels an restarants ang san number of tourists, diided into hai and forein tourists, who stayed in ano is as follows inhorn empinsi otel ang san

/1 inhorn itown otel ang san 2015-2018 teigenerger otel iversie ango /2 Chareonrng ormerly iver aren otel hai tourists 12 13 13 otel y Nai ert rop ireless oa orein tourists 19 19 21 rane Centre oint otel hmvit N 1 he angham ango at Chao hraya iver Chao hraya iver ource: thai.tourismthailand.or sit Central ar alaaeng / ama ote /1 Consist of all types of accommodation, includin hotels, resorts and illas ne ango ireless oa , – /2 Approximate number he ar hep rathan N N

n 2015, the number of tourists who stayed in ano increased by approximately 6 million or an increase of 22 percent, of which 16 percent is attributed to the increase of forein tourists while the increase in hai tourists was by 32 percent compared to 2014. or 2016, the increase in tourists stayin in hailand increased otel Nio ango hmvit by about 700,000, euialent to approximately 2 percent with the increase in hai tourists accountin for 8 yatt egeny hmvit percent compared to 2015 while forein tourists declined by 1 percent oer the preious year. As for 2017, Carlton otel hmvit the number of tourists who stayed in ano increased by approximately 3 million or 8 percent with an he arter at loenhit amree oi 2 increase in forein tourists of 9 percent and the increase in hai tourists by 7 percent. he increase in the athorn otel athorn number of tourists each year is due mainly to the continuous increase in the number of Chinese tourists as vani hmvit ango hmvit well as the hiher number of hai tourists who are traellin more in the country eery year. etails of the he arter at hrom hong rompong occupancy rate of all types of accommodation in ano are as follows tayrige ites honglor hmvit astin ran otel haya hai 2015 - 2018 rigin hmvit * otel at siatie the iverfront hase Chareonrng N ccupancy rate ercentae) 8 9 1 ource: thai.tourismthailand.or ote stimate number ore he asset valation report of the athmwan roet onte y merian ppraisal hailan Company imite (“”) Note rom the management interview, t is epete that the sit Central ar proet will ommene aron the en of the year 2022. verview of the maret for longstay aommoation in ango

19 he opinions of the ndependent inancial Adisor on the acuisition of assets he opinions of the nepenent inanial visor on the aisition of assets or the purpose of translation only or the prpose of translation only

19 ( ) ( )

840 640 1200

2018 74

95033 2014 2018

( )

840 640 1200

95033 2014 2018

The opinions of the ndependent inancial Advisor on the acuisition of assets ( ) (or the purpose of translation only)

competitiveness in its core business operations and aiming it to become one of the leaders in international hotel business according to business obective, as well as maintaining stable growth in its performance in the future, the Company, therefore has plans to continually epand its business, both domestically and internationally, especially in proects which have high returns and are located in prime tourist locations or business centers with good potential

The athumwan roect in which the Company would lie to invest, is a hotel and longstay accommodation proect which has good operating performance oreover, the Company epects to use its corporate brand, “usit Thani uite otel”, in the management of the proect The proect location is in the business center of ango where a number of embassies, maor corporate offices, leading department stores and fivestar hotels are also located t is also an area that has a complete and efficient transport system Therefore, investment in the athumwan roect, which comprises hotel rooms and longstay accommodation represents another option for travelers, both Thai and foreign, which is why the Company is considering investing in such proect, in order to epand its hotel networ, a ey factor in driving the Company to achieve

: its business goal to be one of the leaders of the hotel industry

And from the survey conducted by American Appraisal (Thailand) Company Limited (“AA”), who had prepared 94 497 2949 32750 ( ) The area of the hotel and longstay accommodation of athumwan roect is currently under the management of Anantara with historical occupancy rate in – of , , and percent respectively, and the average rental rate in the same period at T ,, T 3,458 and T , per () (//) day, respectively 42 – 198 – urthermore, after investing in the proect, the Company will have the longterm sublease agreement of 45 – 170 – approimately years and months (from April which is the date that the transaction is 59 – 82 – epected to be completed), a sufficiently long period for the Company to gain returns on investment as 40 – 120 – epected amples of the advantages of this asset and various supporting factors are as follows 45 – 120 – • The athumwan roect uilding has been well maintained and in good condition facilitated with, 54 – 131 – utilities and infrastructure, electrical, plumbing, telephone, sewerage, fire protection and fire fighting systems, as well as holding area in the bac hotel using in operation and well transportation 44 – 111 – routes which render convenient access to and from the building • Convenient transportation by ytrain, The athumwan roect uilding is approimately 150 38 -131 – meters from the atchadamri T ytrain tation () (“”) • egard to hotel outloo, the number of tourists has raised gradually in ango area from Chinese and Thai tourist which has increase annually As a result, in , the average occupancy rate

of hotel in ango has increased by percent, percent, percent, and percent, respectively causing an increase of demand in each year

ased on the above factors, it is evident that the asset in which the Company is investing has the potential

to continuously generate income for the Company well into the future, resulting in opportunities for the The Company’s core business is the hotel business, providing five Company to gain good revenues and good return on investment from entering into this transaction oreover, the athumwan roect is a hotel and longstay accommodation business which has been operating and managed by the Affiliate of T under the Anantara brand for more than years with good operating results during that period, combined with the fact that the proect had groups of clients

The opinions of the ndependent inancial Advisor on the acuisition of assets ( ) (or the purpose of translation only)

: its business goal to be one of the leaders of the hotel industry

of hotel in ango has increased by percent, percent, percent, and percent, respectively causing an increase of demand in each year

ased on the above factors, it is evident that the asset in which the Company is investing has the potential

he opinions of the Independent inancial Advisor on the acuisition of assets or the purpose of translation only

he Company also has shortterm loan facilities with financial institutions that are ready to use in the , amount of approximately H , million which the Company plans to use until such time the , Company can negotiate and secure longterm loans from financial institutions or proceed to offer for sale of debentures.

From the consolidated financial statements of the Company and subsidiaries (“Corporate Group”) as at ’ “ ecember , the Corporate roup has loans from financial institutions, debentures and financial Suite Hotel” brand is an expansion of the Company’s hotel business because the Company saw the lease liabilities in the amount of H ,. million, with the interestbearing debttoeuity ratio at . times. herefore, in borrowing money to enter into such transaction, the Corporate roup will have , , an additional borrowing amount of not more than H . million. As a result, after entering into the transaction, the Corporate roup will have loans from financial institutions and debentures in the amount of H ,. million and interestbearing debt to euity ratio of . times. In addition, if the funds that the Company is reuired to borrow to invest in ASAI Chinatown roject in the amount of H As such, the Company’s decision to invest in the project area is an important strategic investmen . million is included as well, the Company will have loans from financial institutions and debentures , after entering into the transaction totaling H ,. million and interestbearing debt to euity ratio of . times.

However, the Independent inancial Advisor deems that, considering the profit before interest, tax, , depreciation and amortiation of the Corporate roup, including cash and cash euivalents currently use real estate project; however, the Company did not terminate its employees’ contract. Hence, available, including the net cash flow expected to be received from the investment in the athumwan roject, the Independent inancial Advisor expects that there will be sufficient funds to pay interest on the shortterm loans, as well as the longterm loans from financial institutions or debentures to enter this transaction.

Diversify the risks of the Company’s revenue source isk of the proect’s performance fain short of epectation , In the event that the performance of the project is not as expected, which may occur from many factors , such as the slowdown in the global economy, intensified competition in the domestic hotel market, decreased number of tourists in angkok, etc. resulting in a risk to the Company of a delay in receiving , , , returns on its investment than presently expected. , , , , , c isk from reach of onterm an ease areement eteen an anor , In the event that , which leases the land and building of the athumwan roject from ajiravudh College under the ain ease Agreement, breaches the agreement by, for example, defaulting on rent payment and not being able to remediate within the specified period, resulting in being in breach of the main lease contract which would allow ajiravudh College, as the lessor, to terminate the ain ease , , In addition, it will reduce risk of the Company’s Agreement. his would mean that the Company is no longer able to sublet the area in the building which is located on the land from . , However, in the draft sublease agreement between the Company and , there are Stepinight , provisions granting the right to the Company to continue renting the asset, in the event that breaches the ain ease Agreement, under the same terms and conditions of the ain ease Agreement, whereby the Company will pay rent to the lessor at the rate stipulated in the main contract, with reuired to repay the sublease fee and the service fee back to the Company in the ratio eual to the remaining sublease and service period in the sublease and service agreements between the Company and . ’ In addition, in order to mitigate such risk, agrees to secure a bank guarantee in the amount of H ’ 250.00 million for a period of 19 years and 6 months in order to guarantee payment of compensation to the Company in the event that breaches any condition in the main lease agreement of the athumwan

he opinions of the Independent inancial Advisor on the acuisition of assets or the purpose of translation only

he opinions of the ndependent Financial disor on the acuisition of assets (For the purpose of translation only)

roect and the sublease areement and ill amortie the amount of uarantee each year accordin to the amount that the parties ill further aree : : he Company proposes to sublease the hotel and lonstay accommodation of the athuman roect from ith an inestment alue of not more than 740.00 million n considerin the appropriateness of the – price for enterin into this transaction the ndependent Financial disor has considered 2 methods of – property aluation as follos e business plan of the company’s management) ) Fair price aluation by ndependent ppraisers ) Fair price aluation by ndependent Financial disors etails of each price appraisal method are as follos n determinin the fair alue of the price of enterin into the transaction of subleasin the area of the hotel and the lonstay accommodation of the athuman proect from the ndependent Financial disor considered the appropriate price based on the fair alue from appraisal report ith public purpose by merican ppraisal (hailand) Co td () ho is an asset appraiser approed by the C has performed the aluation of the assets on pril hich is the epected date that the transaction ill be completed

assessed the fair alue of the price of inestment in the athuman roect usin ncome pproach has prepared the proections for a period of years and months hich is the period of sublease areement for the buildin area that the Company ill inest from pril hich is the date that the transaction is epected to be complete and the date of the asset aluation until ctober hich is the date of epiration of the sublease areement

From the proection period has prepared an estimate of reenue enerated from the assets in the future : deducted by arious epenses hich are epected to occur in the implementation of the proect based on : the assumption from the maret surey of hotels ith similar characteristics and locations to the assets appraised to find net cash flo in each year then discount the cash flo into present alue by usin the discount rate to determine the asset alue at the aluation date the assumptions can be summaried as the folloin

sset details ublease rihts in the area of aan aprason uildin includin the st – th and floors of aan aprason uildin for deeloped as a C hotel ublease period pril – ctober Gross Floor rea sm o of rooms ooms types hich are as follo aily rooms onstay rooms

he opinions of the ndependent Financial disor on the acuisition of assets (For the purpose of translation only)

he opinions of the nepenent inancial iso on the acuisition of assets he opinions of the ndependent inancial disor on the acuisition of assets o the pupose of tanslation only) (or the purpose of translation only)

om the assets aluation by though using ncome ppoach as the main appaising metho the nepenent inancial iso opines that it is an appopiate appoach fo aluation an assets ith eenue and forecasted to be at and , respectiely, due to geneating capability ith an assumptions that in the futue the eenue might subect to change accoing the year, the hotel has renoated building causing the occupancy rate is to industry condition, which is consistent with the current assets’ condition which is hotel an longtem reduced by in that year accommoation uthemoe fom consieing an inteieing about the infomation efee an (ll aboe assumptions are based on the management interiew regarding assumptions use in foecasting eenue cost an epense of the assets the nepenent inancial iso the hotel management plan after changed hotel trademar, information opines that the afoementione assumptions ae appopiate related to hotel in the location and characteristic and will adust down 30 mentioned information based on conseratie basis n addition, epect 2019 that the ompany will be able to manage the athumwan proect to maintain the forecasted occupancy rate as considering a leel of aerage occupancy rate of usit hani Bango een it has a total of rooms which are much larger than athumwan proect) erage aily ate ong term tenant: , B room aily tenant: , B room (Based on the maret data of nearby hotels, referred to the appraisal report n etemining fai alue of the inestment in athuman oect the nepenent inancial iso base of the athumwan roect prepared by ) its consieation of the fai alue by applying only the iscounte ash lo metho since this metho erage aily ate – forecasted to be increase in room rates from the preious consies the ability to geneate cash flos in the futue of the poect fom the ate that the ompany growth rate year epects to ente into the tansaction until the en of the sublease ageement fo all aeas fom hich is – forecasted to be increase in room rates from the preious fom pil to ctobe a total peio of appoimately yeas an months then calculate year (Based on the eecutie interiew regard the hotel management plan the eighte aeage cost of capital ) une the taget capital stuctue of the ompany to obtain the after change to trademar) cuent alue of the poect as of pil B reenue forecasted to be 16.00% of room reenue (Based on management interiew and aerage B income in n maing the assumptions in this estimate the nepenent inancial iso has efee to the inestment adusted down with conseratie basis) plan an opeation plan of the athuman oect fom inteies ith the management an the team of ther reenue forecasted to be 00%of room reenue such as reenue from laundry serices the ompany incluing elate ocuments as ell as consieing peailing inusty conitions the cuent elephone serice etc (Based on the management interiew and company economic situation an infomation that as aailable at the time of this stuy s such any change in the information iews that the data is aligned with information from database factos may impact on the opinion of the nepenent inancial iso to change accoingly his estimate of independent appraisers) is base on the folloing assumptions (Based on the management interiew and company information iews that the data is aligned with information from database of independent appraisers) ooms costs forecasted to be 16.00% of room reenue st th sset etails ublease ights in the aea of aan apasong uiling incluing the – an B costs forecasted to be 70.00% of B reenue

floos of aan apasong uiling fo eelope as a hotel ase on ther costs forecasted to be 50.00% of other reenue sublease ageement beteen an on ach ) ublease peio pil – ctobe ase on sublease ageement beteen (Based on management interiew and company information) an on ach ) elling and mareting forecasted to be of total reenue oss loo ea sm ase on sublease ageement beteen an on 26 epenses ach 2019) eneral and forecasted to be – of room reenue estimate based on o of ooms ooms types hich ae as follo administratie epenses ersonnel epenses pproimately of total reenue in and aily oom total ooms growth rate of per year ong stay oom total ooms nergy pproimately of total reenue (Based on the business plan of the company’s management) roperty peration aintenance nergy ost: pproimately of total ccupancy ate – an foecaste to be at since this peio is the reenue stat of opeation une the usit hani taema – – foecaste to be at because the hotel has roperty insurance forecasted to be of total reenue in and growth eery year opeate une the usit hani taema fo a peio heefoe the (Based on the management interiew regard hotel management plan) occupancy ate is stable une this peio

he opinions of the ndependent inancial disor on the acuisition of assets (or the purpose of translation only)

and forecasted to be at and , respectiely, due to the year, the hotel has renoated building causing the occupancy rate is reduced by in that year (ll aboe assumptions are based on the management interiew regarding the hotel management plan after changed hotel trademar, information related to hotel in the location and characteristic and will adust down mentioned information based on conseratie basis n addition, epect that the ompany will be able to manage the athumwan proect to maintain the forecasted occupancy rate as considering a leel of aerage occupancy rate of usit hani Bango een it has a total of rooms which are much larger than athumwan proect) erage aily ate ong term tenant: , B room aily tenant: , B room (Based on the maret data of nearby hotels, referred to the appraisal report of the athumwan roect prepared by ) erage aily ate – forecasted to be increase in room rates from the preious growth rate year – forecasted to be increase in room rates from the preious year (Based on the eecutie interiew regard the hotel management plan after change to trademar) B reenue forecasted to be 16.00% of room reenue (Based on management interiew and aerage B income in adusted down with conseratie basis) ther reenue forecasted to be 00%of room reenue such as reenue from laundry serices elephone serice etc (Based on the management interiew and company information iews that the data is aligned with information from database of independent appraisers) (Based on the management interiew and company information iews that the data is aligned with information from database of independent appraisers) ooms costs forecasted to be 16.00% of room reenue B costs forecasted to be 70.00% of B reenue ther costs forecasted to be 50.00% of other reenue (Based on management interiew and company information) elling and mareting forecasted to be of total reenue epenses eneral and forecasted to be – of room reenue estimate based on administratie epenses ersonnel epenses pproimately of total reenue in and growth rate of per year nergy pproimately of total reenue roperty peration aintenance nergy ost: pproimately of total reenue roperty insurance forecasted to be of total reenue in and growth eery year (Based on the management interiew regard hotel management plan)

he opinions o the nepenent inancial visor on the acuisition o assets or the purpose o translation onl

reason the hinatown project will have the numer o customers an turnover rate higher than the Pathumwan project hereore the hinatown project’s renovation cost has set higher than the Pathumwan project in orer to maintain the conition o the uiling room restaurant an lo in conitions to attract more customers ) – – % The IFA used the Company’s Weighted Average Cost of Capital (WACC) as the rate to calculate the net present value o cash lows he ormula is as ollows e t 7 7 Cost of equity (“Ke”) can be calculated from the Capital Asset Pricing Model (CAPM) as follows:  e m – where he risree rate is ase on the 30-ear overnment on iel as o arch 1 2019 which eual to 3. percent (source wwwthaimaorth which is the rate o return 2.00 2019 rom overnment on iel that has long perio an has reuent issuance an traing an cover the economic ccle  eta coefficiency between return on the Company’s stock price and the change in the 7 2020 1.00% 7 SET index (“Beta”). The IFA estimated the Company’s beta based on historical beta over 3 consecutive ears until arch which was (source loomerg which has appropriate numer o ata an can etter relect the longterm investment conition an epectation o the investors than the short perio o ata m he maret return in which the estimate to e 14.18 percent per ear his was 20.00 ase on the average return rom investment in the ne over 35 ears uring 1984 – 2018 (source wwwsetorth an the calculation the which is the perio

that etter relects investment conitions in man perios than the short perio o ata

n this regar consiering tpe an tenor o on as ata or ris ree rate an historical perio using in calculation o cost o euit such eta maret return as mentione has ase on inepenent asset appraiser anor the ompan which e can e calculate as ollows

• Calculation for the Company’s Cost of Equity • isree ate Pathumwan project’s restaurant has is Premium m – project’s restaurants provi hotel’s guests  • he cost o euit e otaine rom the calculation shown in the aove tale is . percent. hen e is applie in the calculation o in which the otaine the value o .%. etails o the calculation are emonstrate in the ollowing tale

he opinions o the nepenent inancial visor on the acuisition o assets or the purpose o translation onl

The IFA used the Company’s Weighted Average Cost of Capital (WACC) as the rate to calculate the net present value o cash lows he ormula is as ollows

e t

Cost of equity (“Ke”) can be calculated from the Capital Asset Pricing Model (CAPM) as follows:

e  m – where he risree rate is ase on the 30-ear overnment on iel as o arch 1 2019 which eual to 3. percent (source wwwthaimaorth which is the rate o return rom overnment on iel that has long perio an has reuent issuance an traing an cover the economic ccle  eta coefficiency between return on the Company’s stock price and the change in the SET index (“Beta”). The IFA estimated the Company’s beta based on historical beta over 3 consecutive ears until arch which was (source loomerg which has appropriate numer o ata an can etter relect the longterm investment conition an epectation o the investors than the short perio o ata m he maret return in which the estimate to e 14.18 percent per ear his was ase on the average return rom investment in the ne over 35 ears uring 1984 – 2018 (source wwwsetorth an the calculation the which is the perio that etter relects investment conitions in man perios than the short perio o ata

Calculation for the Company’s Cost of Equity isree ate is Premium m – 

he cost o euit e otaine rom the calculation shown in the aove tale is . percent. hen e is applie in the calculation o in which the otaine the value o .%. etails o the calculation are emonstrate in the ollowing tale

The opinions of the Independent Financial Advisor on the acquisition of assets he opinions o the ndependent inancial Adisor on the acquisition o assets (For the purpose of translation only) (or the purpose o translation only)

Ke Cost of equity based on Capital Asset Pricing Model (“CAPM”) which nit million equals to . percent as demonstrated in the above equation (ta) Kd Cost of interestbearing debt which the IFA based on the Company’s Plus epreciation and current interest rate and expected interest rate of loan in order to amortiation invest in longterm proects which equals to . percent Minus oring capital () () () () t The Company’s corporate income tax rate which equals to 20.00 Minus Capital ependiture () percent (E) The longterm target ratio of interestbearing debt to total equity of ree cash flo the Company which is . percent, according to the Company’s policy nit million an - ct) Calculation for the Company’s WACC (ta) Calculation factors Assumption Plus epreciation and Cost of Equity or Ke () . amortiation Cost of ebt or Kd () . Minus oring capital () () () () (E) () . Minus Capital ependiture Corporate tax rate t () . ree cash flo WACC or iscount ate

rom the aboe assumptions in assessing the alue o the Pathumwan Proect, using the iscounted Cash Assessin the fair alue of inestments in athuman roect low approach, the fair alue of the proect is eual to million as of April hich is

epecte completion ate of the transaction he Proect has generated an internal rate o return () at Based on the above assumptions IFA estimated free cash flow of the proect during the proection period as percent with paybac period o years months compared to inestment alue in the Pathumwan Proect at follows: million

nit : million ensitiity Analysis ay - ec)

EBIT x (tax) . . . . . he ndependent inancial Adisor conducted a sensitiity analysis o actors epected to impact on the Plus epreciation and . . . . . aluation o inestment in the Pathumwan Proect as ollows amortiation ccupancy rate Minus Working capital (.) (.) (.) (.) (.) Aerage aily ate (A) Minus Capital expenditure (.) ree cash flo n determining the air alue o the Pathumwan Proect using the iscounted Cash low approach in the base of proect case, the alue is million which, when the independent inancial adisor analyes the sensitiity o actors aecting the perormance o the proect, the air alue o Pathumwan Proect, by setting the nit million occupancy rate and room price to increase and decrease by 2.50 percent, details o which are as ollows EBIT x (tax) . . . . . Plus epreciation and . . . . . actors ate amortiation Case ccupancy ate Case Aerage aily ate Minus Working capital (.) . (.) (.) (.)

Minus Capital expenditure (.)

ree cash flo

nit : million ensitiity Analysis ay - ec)

Minus Capital expenditure (.)

ree cash flo

he opinions o the ndependent inancial Adisor on the acquisition o assets (or the purpose o translation only)

esults of the ensitiity Analysis of the air alue of the roect • 50.00 6.75 ccupancy ate actors (nit million) ase case • •

ase case ate

Aerae aily aily Aerae the event that BR’s Main Lease Agreement with the land owner is terminated. •

rom the sensitiity analysis results aboe, it is eident that the fair alue of the athuman roect accorin to

the aluation of the A is in rane of – million Compare ith the inestment alue of the athuman roect at 740.00 million it as foun that the fair alue of the athuman roect as aluate y the A is hiher than the alue of the transaction y – million or y – percent

ummary of the aluation results of the athuman roect y the nepenent inancial Aisor

1 he alutaion o the Pathumwan Proect using the iscounted Cash low approach has considered the ability 1.1.2 2) 3) 4) to generate uture cash lows o the proect rom the hotel and longstay accommodation business, as well as the restaurant and other businesses, along with the management policy o the proect in the uture during the entire period o sublease which is rom April – ctober in total o years months discounted by ACC under target capital structure o the Company as to obtain the air alue o the proect • as o April he aluation considers management policy o hotel management in the uture under period o sublease which is years months regarding income and epenses based on interiews with company eecuties, the assessment by independent asset appraisers, together with considering maret data which relects current business conditions Meanwhile the aluation by an independent asset appraiser is an • asset leel assessment which does not tae into account o the inancial structure o the proect and the woring capital required to operate the proect hereore, the inepenent inancial Aisor ies that iscounte Cash lo Approach is the most appropriate approach to alue the athuman roect hich has appropriate fair alue in the rane of – million n comparison to the alue of the • inestment in the athuman roect of 740.00 million it as foun that the fair alue of the athuman roect as alue y the nepenent inancial Aisor is hiher than the alue of the transaction y 3.39 – 73.06 million or y 0.46 – 9.87 percent airness of conitions for enterin into the transaction • airness of conitions in the case of prereuisites for sulease he ndependent inancial Adisor has studied inormation about the conditions o inestment in the Pathumwan Proect rom the preliminary requirements or sublease, details o which appear in ection , Pathumwan Project is terminated, or the rented property is expropriated, including if the Company’s Article item () o this report n considering the conditions o entering into this transaction, the ndependent inancial Adisor is o the opinion that such conitions are appropriate since, i these were the conditions o any normal transaction to sublease real estate property, parties to the agreement can agree in many ways on arious matters and the conditions do not put the Company at any disadantage ollowing are eamples

he opinions o the ndependent inancial Adisor on the acquisition o assets (or the purpose o translation only)

esults of the ensitiity Analysis of the air alue of the roect • 50.00 6.75 ccupancy ate actors (nit million) ase case • •

ase case ate

Aerae aily aily Aerae the event that BR’s Main Lease Agreement with the land owner is terminated. •

rom the sensitiity analysis results aboe, it is eident that the fair alue of the athuman roect accorin to the aluation of the A is in rane of – million Compare ith the inestment alue of the athuman roect at 740.00 million it as foun that the fair alue of the athuman roect as aluate y the A is hiher than the alue of the transaction y – million or y – percent

ummary of the aluation results of the athuman roect y the nepenent inancial Aisor

he opinions of the ndependent inancial Advisor on the acuisition of assets The opinions of the Independent inancial Advisor on the acuisition of assets or the purpose of translation only (or the purpose of translation only)

Company proposes Pathumwan and ASAI Chinatown projects to the shareholders meeting for approval in order to manage time and expense as the Company plan to invest in additional assets in the future, and the current cumulative transaction sie has almost reached the threshold that the Company has to propose a transaction to its shareholders for approval. is The Company proposes to register usufruct agreements for the hotel area of I’m Chinatown Project, situated at o. Charoenrung Road, Pompra udistrict, Pompra attruphai istrict, Bango from am Chinatown Co., Ltd. (“”), which would register usufructs in an area of th to th loors of Building A of the ’m Chinatown Project, a rental space area of approximately ,. suare meters the “ ’ As ICT , the owner of I’m Chinatown Building, has a longterm land lease agreement, where such project is ”) for a period of approximately years period of usufruct agreements as well as located, with iam Development Co., td. (“”) for a total period of 4 years, divided into 4 years of purchasing the furniture, fixture, and euipment , and investment in right to use common properties construction and opening period from 1 Novemer 201 until 1 Octoer 2021 and 0 years of main lease and services in ’m Chinatown Project’s area from C for the purpose of operating a hotel, restaurant and period from 1 Novemer 2021 until 1 Octoer 2051 ( collectively “ ’ other usinesses under the Company’s rand “AA” (the aforementioned transaction is “ ”). In addition, ICT has entered into a financial support agreement for a loan with iatnain ”) Ban Pulic Company imited () and has taen the leasehold rights of the land under the Main ease Agreement of I’m Chinatown Project and the Im Chinatown project uilding as collateral for such loans On 15 March 2019, the Company’s Board of Directors, in its Meeting No. 4/ passed a resolution (“Financial Support Agreement of I’m Chinatown Project”). Upon the conditions, the Company proposes to to propose to the Annual eneral Meeting of hareholders o. to e held on April enter into sufruct Agreements, Purchase Agreement, and Services Agreement with ICT for registering for consideration to approve investment in I’m Chinatown Project from ICT with amount not exceeding THB usufructs in the Area of I’m Chinatown Building, including investment in purchasing the furniture, fixture, and ,. million, which is composed of sufruct Agreements, Purchase Agreement, and ervices euipment (), and investment in right to use common properties and services in I’m Chinatown Project’s Agreement of AA Chinatown Project with amount of B . million and other expenses that may arise area from ICT for the purpose of operating a hotel, restaurant and other usinesses. in the future (if any). The project has funding sources from the Company’s internal cash flow and other funding sources as necessary and appropriate, such as longterm loans from financial institutions or offering of urthermore, the Company would enter into the transaction y registering usufructs instead of leasehold deentures. he Company already has shortterm loan facilities from financial institutions which are ready rights due to the negotiation etween the contractual parties. However, from the registration of usufructs, for use in the amount of approximately B ,. million which the Company plans to use until the the Company would not e deprived of enefits comparing to the registration of leasehold right. The details Company can negotiate and secure longterm loans from financial institutions or proceed to offer for sale of of each agreements are as the following deentures. y of Usufruct Agreements, FF&E Purchase Agreement, and Services Agreement (“Agreements for ”)

nvestment in the AA Chinatown Project has a total value not exceeding B ,. million, which is Date of signing xpected to e signed on0 April 2019 composed of sufruct Agreements, Purchase Agreement, and ervices Agreement of AA Chinatown Parties the sufructuary Dusit Thani Pulic Company imited (“ ”) Project with amount of B . million and other expenses that may arise in the future if any. he the Grantor I’m Chinatown Co., td. (“”) transaction is considered as an acuisition of assets of the Company according to the Announcement on the Assets under sufruct rights on the 4th – th loors of Building A which is the hotel area of the I’m Acuisition or isposition of Assets, with the transaction sie eual to . percent of the total assets of the usufructs Chinatown Project (total area sie of approximately ,992.50 suare meters) Company according to the total value of the consideration method, which is ased on the audited Assets to e urniture, fixtures, materials, tools, euipment, electrical goods and amenities related consolidated financial statements of the Company for the year ended ecemer . owever, when invested to the operation of the hotel project. calculating the total sie of the asset acuisition transaction in AA Chinatown project details as shown in Services The grantor is reuired to provide asic utilities and relevant services, the area and ection of this report according to total value of the consideration method, the total transaction sie would common property for the use of the usufructuary (including hotel guests, employees eual to . percent. urthermore, when include all the transaction regarding acuisition of assets of the and retainers of the usufructuary) according to the details and conditions in Service Company and the restructuring of the companys assets in the last months in relation to the usit hani Agreement. Maldives project and the investment in the capital increase unit of usit hani reehold and Leasehold sufructs and The periods of usufructs and service are 2 years (included period of 2 usufruct nvestment rust, which the Board of irectors Meeting o. on eruary has also service period agreements) from the date that all the conditions precedent have een fulfilled (unless resolved to propose to shareholders at the Annual eneral Meeting o. to approve such waived y the usufructuary) which is expected to e completed on 1 Decemer 2019. matter, the total transaction sie would eual to . percent according to the total value of consideration paid method. urthermore, the Company’s Board of Directors Meeting o. has a resolution to appoint the ndependent inancial Advisor to render its opinions to shareholders on entering into such transaction to enale shareholders to have sufficient information to decide whether or not to give their approval, even though the transaction sie is not up to the criteria that the Company has to propose to the shareholders’ Annual General Meeting of Shareholders on the April this year to approve such transaction. The

The opinions of the Independent inancial Advisor on the acuisition of assets he opinions of the Independent inancia disor on the acisition of assets (or the purpose of translation only) or the prpose of transation ony

Compensation The Company agrees to pay compensation to ICT for TB . million which has the easons for he Company has the riht to terminate the areements in the eent of any of the details as the following termination and foowin . Compensation for usufruct with a period of years (included period of usufruct conseences of oth parties do not eecte the reated contracts and the Company does not agreements) regarding Usufruct Agreements with amount of TB . million terminatin the receie an approa from its sharehoders at the within 3 pri 2 . Compensation for common assets of I’m Chinatown Project with a period of 32 years areements 2 IC is nae to transfer possession of the asset which has een constrcted and regarding ervice Agreement with amount of TB . million frnished to the Company within 3 eptemer 2 . Compensation for furniture, fitures, and euipment which are related to the 3 he hote manaement contract in I’m Chinatown Project with the crrent hote operation of AAI Chinatown Project regarding Purchase Agreement with manaement manaer cannot een canceed withot any dispte within 3 ay amount of TB . million 2 of the conditions precedent hae not een ffied within 3 ecemer 2 herey, the Company will pay a deposit for the investment amounting to TB . IC reaches any condition of the contract and does not amend within 3 days million into the escrow account y arch . uch deposit in the escrow account from the date of notification y the Company thereof will e paid to ICT under the following conditions . The Company receives approval from its shareholders in a resolution of the A If there is any of the aoe eent which eads to the termination sfrct reements to proceed with the eecution of the terms and conditions stated in the Usufruct the Company wi retrn possession of the asset in the condition of norma se of the Agreements. property at sch time ecdin the fitre of the asset asset materia and eipment . The Company and ICT jointly sign the Usufruct Agreements, Purchase as we as frnitre which are not fitres which the Company acired to decorate Agreement, and ervice Agreement. the asset and area and the common property within days In addition IC arees to retrn compensation to the Company for the serice fee which the Company has The schedule of payment for the remaining compensation are under negotiation paid in adance ac of enefit from the prchase of frnitre fitres and eipment etween the Company and ICT. in the ratio ea to the compensation paid y the Company in adance and the ac Annual service The amount of TB . million per year, with a growth rate of the service fee eual of enefit cacated on daiy rate asis of the remainin sfrct period which is not fee to . percent per year. tiied y the Company Conditions . ICT receives the certification of the uilding construction, modification or moving precedent of the uilding. rthermore the Company is crrenty neotiatin with IC to add the foowin conditions in the . ICT receives the license to operate a hotel usiness (orm or.or.) and transfers areements or changes the name in such license from ICT to the Company. • o add condition specifyin that IC wod procre a an arantee with amont not ess than . ICT and , as the land owner, has amended the leasehold period in the main lease miion to arantee payment of compensation to the Company in order to mitiate the ris that IC agreement of I’m Chinatown Project to start from anuary and end on reaches any conditions in the main lease agreement of I’m Chinatown Project, resulting in the Company ecemer . cannot tiie the enefit of sfrcts on Area in I’m Chinatown Building as stated in sfrct reements . ICT proceeds to otain written consent from , as the land owner, to register the • o add a condition precedent state that IC mst nrden a or portion of oiations with efore or usufruct. on the date of sfrct reistration in order to mitiate the ris that IC reaches any conditions in the . ICT otains written consent from regard to grant the usufruct to the Company. Financial Support Agreement of I’m Chinatown Project, resulting in the Company cannot tiie the enefit . The Company receives approval from its shareholders in a resolution of the A of sfrcts on Area in I’m Chinatown Building as stated in sfrct reements to proceed according to terms and conditions stated in the Usufruct Agreements. • o add a condition state that IC wod not estaish additiona oiations or oans that wod e onded . The Company has notified the appointment of hotel manager as designated y the with the assets to e inested Company . However, since the area in I’m Chinatown composing of department store area that ICT can sublease to Transfer of assets ICT will transfer possession of the assets which has een constructed, furnished and others, ICT have interests and benefits in I’m Chinatown Project. Hence there is ow ris and possiiity that installed with the utilities systems as agreed etween the parties to the Company IC wod reach the ain ease reement or Financial Support Agreement of I’m Chinatown Project within eptemer , which may start efore commencement of the usufruct casin IC to ose the mention enefits period in order to enale the Company to complete the necessary preparations for the opening of the project. oweer draft areements and contracts are sti nder neotiatin process etween the reated partied in tepin ight In the event that ICT reaches the contract or fails to pay the rent to as the land which the additiona conditions wod e finaied thereafter herefore aforementioned smmery of draft owner, the Company may pay such rent to the land owner at the rate specified in the areements and contracts are sject to chane hereafter ain ease Agreement and ICT agrees to return the compensation to the Company in the ratio eual to the compensation (calculated on a daily asis) of the remaining usufruct period.

The opinions of the Independent Financial Advisor on the acuisition of assets The oinions o the Indeendent inancial disor on the acuisition o assets For the purpose of translation only or the urose o translation onl

Information of Assets in the ransaction Figure Picture of I’m Chinatown Project

eneral Information and etails of ASAI Chinatown Project otel

ocation o. Charoenrung oad, Pomprab Subdistrict, Pomprab Sattruphai istrict, Bango etails of assets sufruct rights in areas in the th – th Floors of Building A in I’m Chinatown Project, totaling an area of approimately ,. suare meters, including the following - Hotel area of ,. suare meters comprising hotel rooms the sie of – s. m. each - Common property area of ,. s. m. wnership of furniture, fitures and euipment related to the operations of a hotel and longstay accommodation ights pertaining to the use of utilities services, common property and other services related to the operations of a hotel and longstay accommodation

Status of assets The I’m Chinatown Project is currently under construction and epected to be completed eartment by February consisting of buildings which details are as follows Building A is a storey building with underground floors. The building space is for a hotel and department store with areas from the B – rd Floors allocated for the Figure Project ocation department store from the th th Floors being the hotel and areas, with a total area of approimately , suare meters. Building B is a storey building for a condominium, with a total area of approimately , s. m. wnership ▪ The land on which the buildings are situated, Title eeds os. to and Title eeds os. to , a total acreage of approimately rais . suare wah, is owned by . ▪ I’m Chinatown Project is owned by ICT. bligation ▪ The land which is the location of the buildings is encumbered by a land lease agreement between , as the lessor, and ICT, as the tenant, for a period of years, divided into the construction and opening period of years from ovember to ctober , and the main lease period of years from ovember to ctober . ▪ The land and I’m Chinatown Project are mortgaged with the Kiatnakin Bank Public Company imited.

Information of Assets in the ransaction Figure Picture of I’m Chinatown Project

eneral Information and etails of ASAI Chinatown Project otel

The oinions o the Indeendent inancial disor on the acuisition o assets The oinions o the Indeendent inancial disor on the acuisition o assets or the urose o translation onl or the urose o translation onl

th iure aout of oor ote otes with Locations and Characteristics Similar to I’m Chinatown Project

oom ie Price ccuanc umer rer ame ocation (uare (oom ate of oom meter) iht) Percent Centra b Central tation Trimit oad – – Bangkok Centre ama oad – oal Bangkok awaraj oad – – Chinatown hanghai ansion awaraj oad – – Bangkok rand China Bangkok awaraj oad – – iramar Bangkok ahachai oad – – amrongrak Prince Palace – – oad oal Princess arn uang arn uang oad – – ource aluation eort on ssets o I’m Chinatown Project b Knight rank Chartered Thailand Co td

iure aout of th th oor ote eaonaene of the ranaction

jectie an enefit of the ranaction

The Company’s core business is the hotel business, providing iestar and ourstar hotels serice s the ast hotels owned and managed b the Coman as well as hotels which the Coman roides management serices under its cororate brand hae wellknown reutation and are widel recognied in good ualit o serice with high standards b both Thai and oreign clients In order to enhance otential o cometitieness in its core business oerations and aiming it to become one o the leaders in international hotel business according to business objectie as well as maintaining stable growth in its erormance in the uture the Coman thereore has lans to continuall eand its business both domesticall and internationall eseciall in rojects which hae high returns and are located in rime tourist locations or business centers with good otential

The Coman rooses to inest in the I Chinatown Project as the usuruct in Area of I’m Chinatown Building which is a mieduse roject currentl under construction comrising hotel deartment store and

condominium areas The Coman would use its cororate brand I a new brand under its cororate grou Inutr eriew with ocus on target grous who are traelers looking or local eeriences which coincides with the location o the hotel amidst tourist attractions in the old town that is amous or trading and ull o amous restaurants The shareholders can consider the hotel industr oeriew in ection o this reort urthermore a that are oular to both Thai and oreigners urthermore the I Chinatown Project is in roimit to the sure o hotels conducted b Knight rank Chartered Thailand Coman imited which has issued an at angkon Kamalawat subwa station which is eected to oen in The Coman thereore araisal reort or ublic urose shown details o hotels with similar characteristics and locations as the considered inesting in the roject in order to eand its cororate hotel network a ke actor in driing the I Chinatown Project as ollows Coman to become a leader in the hotel industr

The oinions o the Indeendent inancial disor on the acuisition o assets or the urose o translation onl

otes with Locations and Characteristics Similar to I’m Chinatown Project

eaonaene of the ranaction

jectie an enefit of the ranaction

The Coman rooses to inest in the I Chinatown Project as the usuruct in Area of I’m Chinatown Building which is a mieduse roject currentl under construction comrising hotel deartment store and condominium areas The Coman would use its cororate brand I a new brand under its cororate grou with ocus on target grous who are traelers looking or local eeriences which coincides with the location o the hotel amidst tourist attractions in the old town that is amous or trading and ull o amous restaurants that are oular to both Thai and oreigners urthermore the I Chinatown Project is in roimit to the at angkon Kamalawat subwa station which is eected to oen in The Coman thereore considered inesting in the roject in order to eand its cororate hotel network a ke actor in driing the Coman to become a leader in the hotel industr

The opinions of the Independent inancial Advisor on the acuisition of assets The opinions of the Independent inancial Advisor on the acuisition of assets or the purpose of translation only or the purpose of translation only

dantaes and isadantaes o nterin into the ransaction in the hilippines, usit Thani Hotel aldives in the aldives, usit Thani ubai in the nited Arab mirates, usit Thani ae iew Cairo Hotel in gypt, usit Thani ongtai iangsu Hotel in China, and so forth. dantaes o nterin into the ransaction Investment as the proect would enable the Company to increase its stream of revenue from domestic a It is an inestment in assets that hae the otential to enerate income which would mitigate ris in case revenue from its hotel business in other countries decline due to The I’m Chinatown roect is a mieduse proect comprising a hotel, department store and economic conditions, tourism, natural disasters and other violent incidents. urthermore, the condominium, totaling an area of more than , suare meters, located on the Charoenrung investment would mitigate the riss that hotels, which are owned or managed by the Company, are awara oad, which is an old tower precinct famous for trade and full of famous restaurants popular under maor renovation. or eample, usit Thani Bango, which has been operated for the period of among Thais and foreigners After entering this investment, the Company will have years of usufruct years, is currently under renovation and rebuilding into a mieduse proect which is epected to be from the date of all conditions precedent completion which is epected to be within ecember opened for business operation at the end of the year . The period is sufficient for the Company to gain epected returns on investment amples of the advantages and various supporting factors of the assets are as follows Disavantaes an isks of the ransaction • AAI Chinatown hotel is a new hotel with modern style decoration, facilitated with electricity, plumbing, telephone and sewage, fire protection and fire etinguishing systems for the hotel as well a ncrease oiations from ets an interest epenses as floors paring space Investing in ASAI Chinatown roect, the Company would reuire funding for investment in draft sufruct • The proect is easily to access due to it located close to at angon amalawat subway station in Agreements, urchase Agreement, and Services Agreement of ASAI Chinatown roect with approimately meters As the station is epected to operation in , corresponding with amount of THB . million, which the Company has sources of funding from its internal cash flow and completion of construction period of the proect other sources as necessary and appropriate. • egard to hotel outloo, the number of tourists has raised gradually in ango area from Chinese and Thai tourist which has increase annually As a result, in , the average occupancy rate From the consolidated financial statements of the Company and subsidiaries (“the Corporate Group”) as at of hotel in ango has increased by percent, percent, percent, and percent, respectively ecember , the Corporate roup has interestbearing debts in the amount of THB ,. million, causing an increase of demand in each year with the interestbearing debt to euity ratio at . times. Therefore, in case that the Company use all sources of funding from loans from financial institutions or debentures, the Corporate roup will have an rom the above factors, it is evident that the asset, which the Company proposes to invest, has potential additional borrowing amount of THB . million. As a result, after entering into the transaction, the to generate future income for the Company continuously, rendering an opportunity for the Company to Corporate roup will have interestbearing debts in the amount of THB ,. million and interest receive revenue and high returns on investment by entering into this transaction bearing debt to euity ratio of . times. In addition, if we combine the investment in athumwan roect in the amount of THB . million into consideration, the Company would have total interestbearing he Coman can eand its networ o hotels in the sit hani cororate ro in ano debts in the amounts of THB ,. million and interestbearing debt to euity ratio of . times. Investing in usufruct in Area of I’m Chinatown Building to operate a hotel business under the brand ASAI is considered as epansion of investment in hotel business As the Company recognies the prospect of However, the Independent inancial Advisor opines that, from consideration of profit before interest the proect location as a tourist attraction in the old town precinct famous for trade and full of famous epenses, taes and retrospective amortiation of the corporate group, including cash and cash restaurants popular for both Thais and foreigners, as well as being close to the at angon amalawat euivalents currently available, as well as net cash flow epected from investment in the ASAI Chinatown subway station which is epected to operate in urthermore, the roect is compatible with the roect, it is epected that there will be a sufficient amount to pay interest and principal on the short brand AAI which focuses on a travel searching for original local eperiences as the proect area is term loan, including longterm loans from financial institutions or debentures to enter this transaction. strategic location for hotel business. The Company’s group will receive competitive advantage and be able to epand its hotel networ under the usit Thani brand in ango isk of Deay in the roect Construction Construction of I’m Chinatown Project commenced in 2017 with Syntec Construction Public Company c he Coman can retain the emloees o sit hani ano Limited as the project’s main contractor. Currently, the proect remains under construction and, as of n anuary , the Company closed the usit Thani ango otel to start construction of its new arch , the construction progress account for . percent of total proect construction, which is mieduse real estate proect however, the Company did not terminate its employees’ contract. Hence, approimately . percent advanced the plan. It is epected that construction of the department store investment in the AAI Chinatown roect would enable the Company to deploy staffs from usit Thani and hotel areas should be completed within ebruary . In addition, the hotel area, which the ango into the new proect and utilie the benefit from human resources with maimum efficiency Company consider to rent, was designed and decorated according to the standard of the previous hotel management service provider. However, the Company consider to use its corporate group’s ASAI brand d Diversify the risks of the Company’s revenue source. to operate this hotel. Therefore, prior to entering into this transaction, ICT is reuired to terminate the The Company operates hotel business and hotel management business In addition, there are investment hotel management agreement with the previous service provider and modify the design of the hotel units in the usit Thani reehold and easehold Investment Trust IT, all of which are invested and according to the standards of the ASAI Brand. As the proect is still under construction, there is a ris of managed in leading hotels in countries around the world such as the usit Thani otel ango, usit Thani construction delays which could render a deferral in the Company’s recognition of income to later than otel attaya, usit Thani otel ua in, usit rincess otel Chiang ai in Thailand, usit Thani otel anila epected preriod.

he opinions of the Independent Financial Advisor on the acuisition of assets The opinions of the Independent Financial Advisor on the acuisition of assets (For the purpose of translation only) For the purpose of translation only

Fairness of Price an Conitions of the Transaction c Risk from breaches of Main Lease Agreement of I’m Chinatown Project by ICT As the I’m Chinatown Project is located on the land which ICT rents from JD who is the owner of the land Fairness of Price of the Transaction according to Main Lease Agreement of I’m Chinatown Project. The Company expose to a risk that ICT might breach the Main Lease Agreement of I’m Chinatown and, as a result, the Company cannot eploit The Company proposes to invest in the ASAI Chinatown Project in the amount of THB . million, in the benefits from investment in ASAI Chinatown Project as epected. considering the appropriateness of the price of entering into this transaction, the Independent Financial Advisor used methods to assess the value of asset as follows However, conditions in draft sufruct Agreements has stated that the Company can pay the Fair price valuation by Independent Appraiser compensation of rental epense to the land owner with the amount stated in the ain Lease Agreement Fair price valuation by Independent Financial Advisor on behalf of IC and IC agrees to reimburse the Company with the amount proportionate to the compensation (on daily rate basis) of the remaining period of usufruct. However, the Company is Details of each price appraisal method are as follows currently negotiating with IC regarding to obtain ban guarantee from IC with amount not less than H 100.00 million to guarantee payment of compensation to the Company in order to mitigate the ris Fair price aluation by Inepenent Appraiser that ICT breaches any conditions in the main lease agreement of I’m Chinatown Project, resulting in the Company cannot utilize the benefit of usufructs on Area in I’m Chinatown Building as stated in Usufruct In determining the fair value of the price of investment in the usufruct for the hotel area of I’m Chinatown Agreements. However, since the area in I’m Chinatown which is composed of department store area Project, the Independent Financial Advisor assessed the appropriate price by referencing the fair value which IC can sublease to others, ICT would have interests and benefits in I’m Chinatown Project. Hence, determined by the independent appraisers of Knight Frank Chartered (Thailand) Co., Ltd. (“KF”), an there is low ris and probability that IC would breach the ain Lease Agreement or Financial Support independent asset appraiser approved by the SC. Agreement of I’m Chinatown Project and ICT would lose the mentioned benefits. F assessed the fair value of the investment in the usufruct for the hotel area of I’m Chinatown Project using Risk from breaches of Financial Support Agreement of I’m Chinatown Project by ICT the Income Approach by making estimates for a period of years, days, which is eual to the period of As ICT has taken the leasehold rights of the land under the Main Lease Agreement of I’m Chinatown the main land lease which ICT leased from JD, the owner of the land. The estimation period starts from Project and the Im Chinatown project building as collateral for loan according to Financial Support March , which is the date of the evaluation, and ends on ctober , which is the expiration date Agreement of I’m Chinatown Project, the Company has risks that ICT might breach the Financial Support of the Main Lease Agreement. Agreement of I’m Chinatown and, as a result, the Company cannot exploit the benefits from investment in ASAI Chinatown Project as epected. From the estimation period, F has prepared a future revenue estimate for the assessed asset deducted by various expenses which is expected to occur in the implementation of the project based on the assumption from However, the Company is currently negotiating with IC to add a condition precedent state that IC must the market data from the survey of hotels with similar characteristics and locations to the asset appraised to unburden all or portion of obligations with before or on the date of usufruct registration in order to find net cash flow each year, then calculate the discount back to the present value using a cash flow discount mitigate the ris that IC breaches any conditions in the Financial Support Agreement of I’m Chinatown rate, to determine the value of the assets as at the date of valuation. evertheless, F considered the financial Project, resulting in the Company cannot utilize the benefit of usufructs on Area in I’m Chinatown estimates and fair value of the usufruct for the hotel area of I’m Chinatown Project. Assumptions used in the uilding as stated in sufruct Agreements. Furthermore, the Company is currently negotiating with IC estimation can be summarized as follows to add a condition specifying that IC would not establish additional obligations or loans that would be bounded with the assets to be invested. However, since the area in I’m Chinatown which is composed of Assumption etails department store area which ICT can sublease to others, ICT would have interests and benefits in I’m eneral Assumptions Chinatown Project. Hence, there is not much ris as there is significantly low probability that IC would Details of asset The right of usufruct over the area of the th – th Floors of Building A of I’m breach the Main Lease Agreement or Financial Support Agreement of I’m Chinatown Project and IC Chinatown Project to develop the Company’s hotel under the ASAI would lose the mentioned benefits. Chinatown brand. stimated period March December e isk of the proect’s performance fain short of epectation ross Floor Area ,. suare meters Since ASAI Chinatown Project, which the Company will invest in, is a new project which is under umber of rooms rooms construction, therefore, there is a ris that the mareting plan set by the Company to increase the Income Assumptions awareness of the Project to target group will not successful according to plan. Additionally, there could ccupancy ate estimated occupancy rate at . percent be arise of other risk factors which may impact the project’s operating performance such as a global estimated occupancy rate at . percent economy slowdown, intensified competition in the domestic hotel market, etc. resulting in the Project’s – estimated occupancy rate at . percent performance not being as earlier projected and rendering ris to the Company of delayed returns on estimated occupancy rate at . percent investment. estimated occupancy rate at . percent

7 he opinions of the Independent Financial Advisor on the acuisition of assets The opinions of the Independent Financial Advisor on the acuisition of assets (For the purpose of translation only) For the purpose of translation only

7 The opinions of the Independent Financial Advisor on the acuisition of assets he opinions of the ndependent Financial dvisor on the acuisition of assets (For the purpose of translation only) For the purpose of translation onl

Assumption etails Sensitiity Analysis (The assumption is based on the ccupancy ate from the survey of hotels which similar locations to the appraised property. ) he ndependent ppraiser conducted a sensitivit analsis of factor epected to impact on the valuation of oom rate , TB oom investment in the hinatown roect which is iscount ate From determining the fair value of the (The assumption is based on the Average aily ate from the survey of hinatown roect using the income approach in the base case which has value of , million, he hotels which similar locations to the appraised property. ) ndependent ppraiser conducted a sensitivit analsis on factor that impact to valuation b set increase an oom rate increase rowth rate according to the increase in room rate of the hotel ecrease iscount rate by .50 percent that open in the second year from KF database. – rowth rate according to business cycle hen ensitivit nalsis is conducted, the fair alue of the ASAI Chinatown Project is in the range of T Food and beverage forecasted to be . – . of room revenue million In comparison to the inestment alue of ASAI Chinatown Project which is T revenue million it is foun that the fair alue of the project as assesse by the inepenent asset appraiser ther revenue forecasted to be . – . of room revenue is higher than the alue of the transaction by T million or by percent epartmental Costs Assumptions oom cost forecasted to be .% – .0% of room revenue Fair price aluation by Inepenent Financial Aisor Food and beverage cost forecasted to be .% of FB revenue Cost of other revenue forecasted to be . of other revenue n considering the fair value of the price of investment in the Main Lease Agreement of I’m Chinatown Project th th nistribute perating penses Assumptions for the hotel area of I’m Chinatown Project, which is the area on the 4 – Floors of said proect, as well as the Sales and marketing forecasted to be . – . of total revenue, growth . per year purchase of furniture, fittings, materials and euipment (FF in ’m hinatown proect area from , with epenses the total value of investment of million, to operate a hotel, restaurant and other businesses of the eneral and Consist of Company’s ASAI Chinatown project, whereby said area as well as other areas in I’m Chinatown project are currentl under construction with the ompan epecting it to be completed according the building design administrative epenses - Property peration aintenance nergy Cost approimately . of total revenue and standard of the brand b approimatel eptember , followed b proect deliver from and proect opening between ctober and Februar , to start business operation on - nergy approimately . – . of total revenue Februar until ecember owever, the usufruct agreement, according to the ain ease - ther service epense approimately . – . of total revenue anagement Fee forecasted to be . of total revenue Agreement of I’m Chinatown Project, has identified operating period of ears, starting from ecember Fie Charges Assumptions and ending on ecember herefore, the ndependent Financial dvisor considered the Property insurance forecasted to be . – . of total revenue appropriate price of hinatown proect b solel using the iscounted ash Flow pproach to assess the fair value price because this method considers the project’s future ability to generate cash flows from the Land ta epenses forecasted to be . – . of total revenue date the ompan epects to start entering into the transaction and mae the first pament installment to FF forecasted to be . of total revenue until the end of the usufruct period, namel from pril to ecember , a total period of forecasted to be . of total revenue ears and das, then calculate the weighted average cost of capital under the target capital target forecasted to be . of total revenue of the ompan, to determine the current value of the proect as at pril oreover, the ndependent iscount Rate Assumption Financial dvisor also has considered the internal rate of return and the pabac period of iscount Rate .50 hinatown proect compared to the investment cost of hinatown in the amount of million, also ote etails of comparable hotels are shown in the table of Comparison of information on hotels with similar locations and from pril as well characteristics, which appears in Section .1.3. Industry overview of this report

aluation of the ASAI Chinatown project by KF, the independent appraiser, using income approach as the n maing the assumptions for the proection, the ndependent Financial dvisor has referred to the valuation method, which the Independent Financial Advisor views that it is an appropriate valuation method investment plan and operation plan of hinatown proect b interviewing the Company’s management for assets that can generate income under the assumption that future income may change subject to market and team, including related documents, the assessment b independent asset appraisers, as well as conditions which corresponds to the hotel business, also from KF’s interview and consideration regarding the considering the current industr conditions, the economic conditions and information that are currentl assumptions used a forecasted revenue, costs and epenses of the appraised assets, The Independent available while undertaing this stud herefore, an change in such factors ma affect the opinion of the Financial Advisor views that various assumptions of KF in the valuation of ASAI Chinatown project are ndependent Financial dvisor, causing its opinion to possibl change accordingl ssumptions used in the appropriate. Therefore the IFA view that the fair alue of the project as of March is at T estimation can be summaried as follows million In comparison to the inestment alue of ASAI Chinatown Project in the amount of T million it is foun that the fair alue of the project as assesse by the inepenent asset appraiser is higher that the alue of inestment by T million or percent

The opinions of the Independent Financial Advisor on the acuisition of assets he opinions of the ndependent Financial dvisor on the acuisition of assets (For the purpose of translation only) For the purpose of translation onl

he opinions of the Independent inancial Advisor on the acuisition of assets he opinions of the Independent inancial Advisor on the acuisition of assets or the purpose of translation only (or the purpose of translation only)

Assumption etails Assumption etails Income Assumptions ood and everage revenue stimated to e eual to percent of the revenue from etails of asset he right of usufruct over the area of the 4th – th loors of uilding A of accommodation I’m Chinatown Project to develop the Company’s hotel under the ASAI (Based on management interview and the Company’s information) Chinatown brand ased on agreement and contract of investment in ther revenue stimated to e eual to 2 percent of the revenue from ASAI Chinatown project accommodation such as revenue from laundry service telephone service stimated period April ecember and commissions from tour pacage sales and transport rental for hotel ased on management interview, agreement and contract of investment guests etc in ASAI Chinatown project (Based on the management interview and company information IA Construction period stimated that construction will be completed by September views that the data is aligned with information from dataase of ased on management interview independent appraisers) ime of delivery and opening of ctober 4 ebruary Assumptions on epartmental Costs project ased on management interview oom cost stimated room cost at – of revenue from room revenue peration period ebruary ecember estimated ase on ased on management interview stimated houseeeping cost for 22 to e eual to B room ross loor Area , suare meters occupied with growth rate of percent every year ased on hotel and common area in 4th – th loors (Based on price uotation of ASAI Sathorn) umber of rooms 224 rooms (Based on management interview and the Company’s stimated cost of amenities such as shower cream shampoo and other information room supplies for 22 to e eual to B room occupied with ccupancy ate estimated occupancy rate at percent growth rate of percent every year estimated occupancy rate at percent (Based on management interview and the Company’s information which – , – 4, – 4, 44 4 estimated IA view that aligned with pulic source) occupancy rate at percent due to the year, the hotel has already ood and everage cost stimated ood and everage cost at 4 – 4 of B revenue operated for a period causing stable of occupancy rate estimated ase on ,, 4 estimated occupancy rate at percent due to the stimated food and everage cost to e eual to 4 percent of the year, the hotel has renovated building causing the occupancy rate is revenue from good and everage reduced by in that year stimated personnel cost for 22 to e eual to percent of the estimated occupancy rate at percent due to the year as revenue from food and everage with growth rate of percent every nearly the end of usufruct agreement including the Company hasn’t year planned to invest additional renovation in that period IA consider (Based on management interview and the Company’s information which reducing occupancy rate by from previous year IA view that the data is aligned with information from dataase of estimated occupancy rate at percent due to the year as independent appraisers) nearly the end of usufruct agreement including the Company hasn’t Cost of other revenue stimated to e eual to percent of other revenue planned to invest additional renovation in that period IA consider (Based on management interview and the Company’s information which reducing occupancy rate by from previous year IA view that the data is aligned with information from dataase of All above assumptions are based on the management interviews and independent appraisers) information related to hotel with similar characteristic as the project IA Assumptions on nistribute perating penses has adjusted down based on conservative basis Based on management interview regarding hotel management plan and the Company’s information) Sales and mareting epenses stimated Sales and mareting epenses at 4 – of total revenue oom rate ,4 / room ased on management interview and the Company’s estimated ase on information Sales and mareting epenses for 2 – 22 estimated to e eual to oom rate increase and estimated increase by 4 percent from the previous 22 percent of the revenue from accommodation and from 222 year estimated to e eual to 22 with growth rate of percent every year onward estimated increase by percent from the previous year penses for reservation channels estimated to e eual to 44 (Based on management interview and the Company’s information) percent of the room revenue

2 he opinions of the Independent inancial Advisor on the acuisition of assets (or the purpose of translation only)

Assumption etails ood and everage revenue stimated to e eual to percent of the revenue from accommodation (Based on management interview and the Company’s information) ther revenue stimated to e eual to 2 percent of the revenue from accommodation such as revenue from laundry service telephone service and commissions from tour pacage sales and transport rental for hotel guests etc (Based on the management interview and company information IA views that the data is aligned with information from dataase of independent appraisers) Assumptions on epartmental Costs oom cost stimated room cost at – of revenue from room revenue estimated ase on stimated houseeeping cost for 22 to e eual to B room occupied with growth rate of percent every year (Based on price uotation of ASAI Sathorn) stimated cost of amenities such as shower cream shampoo and other room supplies for 22 to e eual to B room occupied with growth rate of percent every year (Based on management interview and the Company’s information which IA view that aligned with pulic source) ood and everage cost stimated ood and everage cost at 4 – 4 of B revenue estimated ase on stimated food and everage cost to e eual to 4 percent of the revenue from good and everage stimated personnel cost for 22 to e eual to percent of the revenue from food and everage with growth rate of percent every year (Based on management interview and the Company’s information which IA view that the data is aligned with information from dataase of independent appraisers) Cost of other revenue stimated to e eual to percent of other revenue (Based on management interview and the Company’s information which IA view that the data is aligned with information from dataase of independent appraisers) Assumptions on nistribute perating penses Based on management interview regarding hotel management plan and the Company’s information) Sales and mareting epenses stimated Sales and mareting epenses at 4 – of total revenue estimated ase on Sales and mareting epenses for 2 – 22 estimated to e eual to 22 percent of the revenue from accommodation and from 222 estimated to e eual to 22 with growth rate of percent every year penses for reservation channels estimated to e eual to 44 percent of the room revenue

2 he opinions of the ndependent inancial dvisor on the acisition of assets he opinions of the ndependent inania dvisor on the aisition of assets (or the prpose of translation only) (or the prpose of transation ony)

Assumption etails Assumption etails perating epenses stimated perating epenses at – of total revene estimated (Based on management interview and the Company’s information ase on regarding renovation pan) penses related to personnel for estimated to e eal to Ta assumptions percent of total revene with growth rate of percent every year nome ta 20.00 of net inome tilities epenses estimated to e eal to percent of total revene (Based on orporate inome ta rate from the evene epartment) penses related to repairs and maintenance (C) estimated to e eal to percent of total revene thogh the athmwan and Chinatown proets have simiar siness operations the hote siness penses related to varios programs estimated to e eal to owever the ndependent inania dvisor onsiders and set assmptions differenty in the vaation of the percent of total revene proet sine these proets have differenes of oation and srronding property sie and sae and target Assumptions on Fie Charges stomers herey the different ey assmptions are as foows Based on management interview regarding hotel management plan and the Company’s information) roperty insrance stimated to e eal to percent of total revene • oom rate and opany rate assmptions etween athmwan and Chinatown proets vary penses for general repairs or estimated to e eal to percent of total revene depend on oation servie eve and the hote rand positioning () or estimated to e eal to percent of total revene • B inome assmption of the athmwan proet is ess than the Chinatown proet sine the rom onward estimated to e eal to percent of total Pathumwan project’s restaurant has mainy targeted hote residents and gests whie Chinatown revene project’s restaurants provides services to not only hotel’s guests but also external customers. epreciation assumptions • enovation ost assmption of the athmwan proet is ess than the Chinatown proet ease epreciation of additional depreciation and amortiation according to the straightline method the athmwan proet has provides some rooms for ongterm aommodation whih foses on investments for proect throghot the life of the property siness stomers ongterm torists and pat therefore these rooms wi have etter onditions development (Based on acconting policy) than the daiy rooms hie the Chinatown proet a ifestye hote has fy provided daiy room epreciation of ilding depreciation for 8 years eal to the renovation cycle whih foses on the target grop of traveers ooing for origina oa trave eperienes n addition renovation (Based on management interview regarding renovation plan and Chinatown aso foses on providing restarants servies for residents and otsiders or this acconting policy) reason the Chinatown proet wi have the nmer of stomers and trnover rate higher than orking Capital Assumptions the Pathumwan project. Therefore, the ASAI Chinatown project’s renovation cost has set higher than the (Based on management interview) athmwan proet in order to maintain the ondition of the iding room restarant and oy in et collection period days onditions to attrat more stomers

epayment period days iscount Rate Assumptions Assumptions on Capital penitures The IFA used the Company’s Weighted Average Cost of Capital (WACC) as the rate to calculate the net dditional investment for proect Consists of present vae of ash fows he forma is as foows development esign and pervision ee estimated to e eal to B million to e paid in reopening Costs estimated to e eal to B million to e paid CC e() d( t)() in penditres on property sed in siness operation () estimated Cost of equity (“Ke”) can be calculated from the Capital Asset Pricing Model (CAPM) as follows: to e eal to B million to e paid in (Based on management interview and the Company’s information regarding start the operation and opening plan) e f  (m – f) Bilding renovation every years he Company will start renovation of the ilding every years from the first year that hotel operation commences wherey the cost of sch where renovation is estimated to e eal to percent of total revene of the f he risfree rate is ased on the year overnment Bond ied as of arh preceding years prior to the year that said renovation is ndertaen whih ea to perent (sore wwwthaimaorth) whih is the rate of owever the Company will not condct ilding renovation in the nd retrn from overnment Bond ied that has ong period and has freent issane year since it wold e a period close to the epiration of the sfrct rights and trading and over the eonomi ye granted y C

he opinions of the ndependent inania dvisor on the aisition of assets (or the prpose of transation ony)

Assumption etails (Based on management interview and the Company’s information regarding renovation pan) Ta assumptions nome ta 20.00 of net inome (Based on orporate inome ta rate from the evene epartment)

thogh the athmwan and Chinatown proets have simiar siness operations the hote siness owever the ndependent inania dvisor onsiders and set assmptions differenty in the vaation of the proet sine these proets have differenes of oation and srronding property sie and sae and target stomers herey the different ey assmptions are as foows

• oom rate and opany rate assmptions etween athmwan and Chinatown proets vary depend on oation servie eve and the hote rand positioning • B inome assmption of the athmwan proet is ess than the Chinatown proet sine the Pathumwan project’s restaurant has mainy targeted hote residents and gests whie Chinatown project’s restaurants provides services to not only hotel’s guests but also external customers. • enovation ost assmption of the athmwan proet is ess than the Chinatown proet ease the athmwan proet has provides some rooms for ongterm aommodation whih foses on siness stomers ongterm torists and pat therefore these rooms wi have etter onditions than the daiy rooms hie the Chinatown proet a ifestye hote has fy provided daiy room whih foses on the target grop of traveers ooing for origina oa trave eperienes n addition Chinatown aso foses on providing restarants servies for residents and otsiders or this reason the Chinatown proet wi have the nmer of stomers and trnover rate higher than the Pathumwan project. Therefore, the ASAI Chinatown project’s renovation cost has set higher than the athmwan proet in order to maintain the ondition of the iding room restarant and oy in onditions to attrat more stomers

iscount Rate Assumptions The IFA used the Company’s Weighted Average Cost of Capital (WACC) as the rate to calculate the net present vae of ash fows he forma is as foows

CC e() d( t)()

Cost of equity (“Ke”) can be calculated from the Capital Asset Pricing Model (CAPM) as follows:

e f  (m – f) where f he risfree rate is ased on the year overnment Bond ied as of arh whih ea to perent (sore wwwthaimaorth) whih is the rate of retrn from overnment Bond ied that has ong period and has freent issane and trading and over the eonomi ye

The opinions of the Independent Financial Advisor on the acquisition of assets The opinions of the Independent Financial Adisor on the acquisition of assets (For the purpose of translation only) (For the purpose of translation only)

 Beta coefficiency between return on the Company’s stock price and the change in Assessin the fair alue of inestments in AA Chinaton roect the SET index (“Beta”). The IFA estimated the Company’s beta based on historical beta over consecutive years until March , which was . (source: Based on the aboe assumptions IFA estimated free cash flow of the proect during the proection period as Bloomberg) which has appropriate number of data and can better reflect the long follows term investment condition and expectation of the investors than the short period of nit : million data ay - ec) m The maret return in which the IFA estimated to be . percent per year. This was EBIT x (tax) (.) . . . . based on the average return from investment in the ST Index over years during – (source: www.set.or.th, and the calculation by the IFA) which is the Plus epreciation and amortiation . . . . . period that better reflects investment conditions in many periods than the short Minus orking capital (.) (.) (.) (.) period of data Minus Capital expenditure (.) (.) ree cash flo

In this regard, considering type and tenor of bond as data for ris free rate and historical period using in of proect calculation of cost of equity such Beta, maret return as mentioned, IFA has based on independent asset appraiser andor the Company which Ke can be calculated as follows: nit : million EBIT x (tax) . . . . . Calculation for the Company’s Cost of Equity Plus epreciation and amortiation . . . . . Calculation factors Assumption Minus orking capital (.) (.) (.) . (.) isfree ate () . Minus Capital expenditure (.) is Premium (m – f) () . ree cash flo  () . Cost of Equity หรือ e nit : million EBIT x (tax) . . . . . The cost of equity (Ke) obtained from the calculation shown in the above table is .%. Then, Ke is Plus epreciation and amortiation . . . . . applied in the calculation of WACC in which the IFA obtained the value of .%. etails of the calculation Minus orking capital (.) (.) (.) (.) (.) are demonstrated in the following table. Minus Capital expenditure

Ke Cost of equity based on Capital Asset Pricing Model (“CAPM”) which ree cash flo equals to .% as demonstrated in the above equation Kd Cost of interestbearing debt which the IFA based on the Company’s nit : million current interest rate and expected interest rate of loan in order to EBIT x (tax) . . . . . invest in longterm projects, which equals to . percent Plus epreciation and amortiation . . . . . t The Company’s corporate tax rate which equals to 20.00% Minus orking capital (.) . (.) (.) (.) () The longterm target ratio of interestbearing debt to total equity of Minus Capital expenditure (.) the Company which is .%, according to the Company’s policy ree cash flo

Calculation for the Company’s WACC nit : million Calculation factors Assumption EBIT x (tax) . . . . . Cost of quity or Ke () . Plus epreciation and amortiation . . . . . Cost of ebt or Kd () . Minus orking capital (.) (.) (.) (.) . () () . Minus Capital expenditure (.) Corporate tax rate t () . WACC or iscount ate ree cash flo

The opinions of the Independent Financial Adisor on the acquisition of assets The opinions of the Independent Financial Adisor on the acquisition of assets (For the purpose of translation only) (For the purpose of translation only)

nit : million esults of the ensitiity Analysis of the air alue of the roect EBIT x (tax) . . . . . Plus epreciation and amortiation . . . . . actors ccupancy ate Minus orking capital (.) (.) (.) (.) (.) (nit million) Minus Capital expenditure ase case ree cash flo

nit : million ase case EBIT x (tax) . . . ate Plus epreciation and amortiation . . . Aerae aily aily Aerae Minus orking capital (.) . . Minus Capital expenditure ree cash flo From the sensitiity analysis results aboe it is eident that the fair alue of the AA Chinaton roect accorin to the aluation of the nepenent inancial Aisor is in the rane of – From the aboe assumptions in assessing the alue of the ASAI Chinatown Proect using the iscounted Cash million n comparison to the alue of the inestment in the AA Chinaton roect of million it is foun that the fair alue of the AA Chinaton roect as aluate y the nepenent inancial Flow approach the fair alue of the proect is equal to million as of April hich is Aisor is hiher than the alue of the transaction y million or y percent epecte areements sinin ate ith first payment The Proect has generated an internal rate of return

(I) at . percent with payback period of years months compared to inestment alue in the ASAI Chinatown Proect at TB . million. ummary of the aluation results of the AA Chinaton roect y the nepenent inancial Aisor ensitiity Analysis The appraisal of the alue of the ASAI Chinatown Proect using the iscounted Cash Flow approach is a proect

The Independent Financial Adisor conducted a sensitiity analysis of factors expected to impact on the aluation that considers the ability to generate future cash flows of the proect from April – aluation of inestment in the ASAI Chinatown Proect as follows ecember in total of years and days discounted by ACC under target capital structure of the Company as to obtain the fair alue of the proect as of April . The aluation considers management . ccupancy rate policy of hotel management in the future under period of agreement and contract inestment in ASAI . Aerage aily ate (A) Chinatown proect and sufruct agreements (included period of usufruct agreement) in total of year

along with assumptions regarding income and expenses based on interiews with company executies the In determining the fair alue of the ASAI Chinatown Proect using the iscounted Cash Flow approach in the assessment by independent asset appraisers together with considering market data which reflects current base case the alue is TB . million then the independent financial adisor analyes the sensitiity business conditions. Meanwhile the aluation by an independent asset appraiser is an asset leel assessment of factors affecting the performance of the proect by setting the occupancy rate and room price to increase and decrease by 2.50 percent details of which are as follows which does not take into account of the financial structure of the proect and the working capital required to operate the proect. Therefore the inepenent inancial Aisor ies that iscounte Cash lo Approach is the most appropriate approach to alue the AA Chinaton roect an the appropriate fair actors ate alue is in the rane of – million compare to the alue of the inestment in the AA Case ccupancy ate . Chinaton roect of . million it as foun that the fair alue of the AA Chinaton roect as Case Aerage aily ate . aluate y the nepenent inancial Aisor is hiher than the alue of the transaction y

million or y percent

airness of Conitions of the ransaction

The Independent Financial Adisor has studied the information pertaining to the conditions of entering into the inestment of ASAI Chinatown Proect from summary of draft sufruct Agreements FFE Purchase Agreement and Serices Agreement with ICT. The Independent Financial Adisor has considered the aboe

conditions of this transaction and is of the opinion that the conitions of enterin into this transaction are

appropriate since the conditions related to entering into the transaction are normal in the usufruct registration and inestment in assets which contractual parties can negotiate in arious ways regarding agreement of the parties and those conditions do not put the Company at any disadantage such as

aluation that considers the ability to generate future cash flows of the proect from April – The Independent Financial Adisor conducted a sensitiity analysis of factors expected to impact on the ecember in total of years and days discounted by ACC under target capital structure of the aluation of inestment in the ASAI Chinatown Proect as follows Company as to obtain the fair alue of the proect as of April . The aluation considers management . ccupancy rate policy of hotel management in the future under period of agreement and contract inestment in ASAI . Aerage aily ate (A) Chinatown proect and sufruct agreements (included period of usufruct agreement) in total of year

along with assumptions regarding income and expenses based on interiews with company executies the In determining the fair alue of the ASAI Chinatown Proect using the iscounted Cash Flow approach in the assessment by independent asset appraisers together with considering market data which reflects current base case the alue is TB . million then the independent financial adisor analyes the sensitiity business conditions. Meanwhile the aluation by an independent asset appraiser is an asset leel assessment of factors affecting the performance of the proect by setting the occupancy rate and room price to increase which does not take into account of the financial structure of the proect and the working capital required to and decrease by 2.50 percent details of which are as follows operate the proect. Therefore the inepenent inancial Aisor ies that iscounte Cash lo Approach is the most appropriate approach to alue the AA Chinaton roect an the appropriate fair actors ate alue is in the rane of – million compare to the alue of the inestment in the AA Case ccupancy ate . Chinaton roect of . million it as foun that the fair alue of the AA Chinaton roect as Case Aerage aily ate . aluate y the nepenent inancial Aisor is hiher than the alue of the transaction y

million or y percent

airness of Conitions of the ransaction

conditions of this transaction and is of the opinion that the conitions of enterin into this transaction are

The opinions of the Independent Financial Advisor on the acuisition of assets For the purpose of translation only

• • From the analysis of the Independent Financial Advisor regarding the reasonableness of the transaction, Furthermore, the Company’s deposit is refundable the Main Lease Agreement of I’m Chinatown including the fairness of the price and conditions of the transaction, the Independent Financial Advisor’s opinion on the investment in the Pathumwan Project is that • because of the following . It is investment in an asset with good potential in generating revenue and can generate revenue from addition, ICT has obligation to receive consent from JD as the land owner and KK as the mortgagee of I’m operations immediately. In addition, the asset has good operating results in the past and possess Chinatown’s leasehold rights. advantages from various factors which support its future operation such as being an asset which is well • rminate the Main Lease Agreement of I’m Chinatown Project in the events maintained, still in good condition and is complete with available utilities and facilities, etc. . The Company will be able to epand the networ of Dusit Thani corporate group in ango and the location of the property is only 150 meters from the sky train’s Rajdamri Station. he hotel management contract in I’m Chinatown Project with the current hotel . The Company can deploy its employees from the Dusit Thani ango, which has been closed earlier this year, to operate this project, enabling the Company to utilie the benefit from human resources with maimum efficiency. . Investment in the project will increase the stream of revenue from operations in Thailand which would reduce risk if the Company’s hotel business in other countries generate less income due to tourist economy, natural disasters and other violent situations. . The investment value of the transaction of T . million is lower than the fair value in range of T . – . million, valued by Discounted Cash Flow Approach. Details of the valuation of fair price range appear in ection ... of this report. . The draft conditions of the transaction are normal in the sublease of general real estate projects whereby the parties can enter into a contract in various ways according to the negotiation between the contractual parties and such terms and conditions do not cause the Company to lose benefit. Details of consideration of the appropriateness of the conditions of the transaction appear in ection .. of this report.

Considering the benefits to the Company of entering into the transaction, the disadvantages and riss, the appropriateness of the price and conditions of the transaction as mentioned above, the Independent Financial Advisor deems that this investment in the Pathumwan Project . As such, shareholders should approve this transaction.

The opinions of the Independent Financial Advisor on the acuisition of assets For the purpose of translation only

he opinions of the Independent Financial Advisor on the acuisition of assets The opinions of the Independent Financial Advisor on the acuisition of assets For the purpose of translation only For the purpose of translation only

whereby the parties can enter into a contract in various ways according to the negotiation between the The opinion of the IFA is based on the information which has been received from ACA as well as contractual parties and such terms and conditions do not cause the Company to lose benefit. Furthermore, interviews with the management, publicly available information and other relevant documents The IFA the benefit that the Company would receive upon registration of usufruct is not inferior than the assumes that all information received is truthful and correct Therefore, if the information is incorrect andor registration of leasehold right. etails of consideration of the appropriateness of the conditions of the is not truthful andor has been significantly changed in the future, it will affect the opinion of the IFA transaction appear in Section .. of this report. Therefore, the IFA is unable to certify or warrant the future impact that may arise to the Company and the shareholders In addition, the opinion of the IFA is only to provide comments to the shareholders and evertheless, entering into the transaction has disadvantages and risks which shareholders should providing this opinion does not warrant the accomplishment of the transaction and any impact flowing from additionally take them into consideration whether to approve the transaction, as follows the transaction to the Company 1. he investment will increase obligations from debts and interest epenses on the Company which, in case that the Company uses all sources of fund from loans from institutions or offering of debentures, in This English report of the IFA’s opinion has been prepared solely for the convenience of foreign shareholders order to pay compensation for the usufruct, furniture, fiture, and euipment, and services associated of the ACA and should not be relied upon as the definitive and official document The Thai language with ASAI Chinatown roject amounting to 5.0 million, the corporate group would have version of the IFA’s opinion is the definitive and official document and shall prevail in all aspects in the event additional loan burden in the amount of 5.0 million, resulting in an increase in the Company’s of any inconsistency with this nglish Translation interestbearing debt to euity ratio from 0. times to 0. times, based on the consolidated financial statements of the roup as at 1 ecember 01. ours incerely, . here is a risk of delays in the project construction. At present, the project is under construction with construction progress at 51. percent. oreover, the Company wishes to operate the project under its -s Jirayong Anumanajadhon

corporate brand ASAI. herefore, prior to entering into this transaction, IC is reuired to cancel its

eisting contract with the current hotel management, as well as modifying the design to meet ASAI brand

standards. herefore, there is a risk of construction delays which could render a deferral in the Company’s (s Jirayong Anumanajadhon recognition of income to later than epected. anaging Director . As the I’m Chinatown Project is located on the land which ICT rents from JD who is the owner of the land Jay Capital Advisory imited, the Independent Financial Advisor according to ain ease Agreement of I’m Chinatown Project, the Company has risks that ICT might

1 he opinions of the Independent Financial Advisor on the acuisition of assets The opinions of the Independent Financial Advisor on the acuisition of assets For the purpose of translation only For the purpose of translation only

breach the Main Lease Agreement of I’m Chinatown and, as a result, the Company cannot exploit the benefits from investment in AAI Chinatown Project as expected From the analysis of the Independent Financial Advisor regarding the reasonableness of the transaction, As ICT has taken the leasehold rights of the land under the Main Lease Agreement of I’m Chinatown including the fairness of the price and conditions of the transaction, the Independent Financial Advisor’s Project and the Im Chinatown project building as collateral for loan according to Financial upport opinion on the investment in the ASAI Chinatown roject is that Agreement of I’m Chinatown Project, the Company has risks that ICT might breach the Financial upport because of the following Agreement of I’m Chinatown and, as a result, the Company cannot exploit the benefits from investment 1. It is investment in an asset with good potential in generating revenue, with the asset possessing in AAI Chinatown Project as expected advantages from various factors which support its future operation such as being a new hotel with ince the transaction is a subleasing of building area, the Company therefore has risks if B breaches modern design and fittings and complete with available utilities, amenities and facilities, especially for the main land and building lease agreement with the land owner which may result in the Company’s transport which is made more convenient by the project’s proximity to the Blueline Subway System inability to gain benefit from the subleasing rights as planned etension, etc. . he Company will be able to epand the network of usit hani corporate group in angkok he Considering the benefits to the Company of entering into the transaction, the disadvantages and risks, the Company will be able to epand the network of usit hani corporate group in angkok, in the famous appropriateness of the price and conditions of the transaction as mentioned above, the Independent Financial location of the old city precinct of angkok surrounded by famous popular restaurants and close to the Advisor deems that this investment in the AAI Chinatown Project As such, shareholders at angkon amalawat subway station. should approve this transaction . he Company can deploy its employees from the usit hani angkok, which has been closed earlier this year, to operate this project, enabling the Company to utilie the benefit from human resources with The decision to vote is solely dependable on the consideration and discretion of the shareholder The maimum efficiency. shareholder should take into consideration the advantages, disadvantages, risks, limitations, and opinions . Investment in the project will increase the stream of revenue from operations in hailand which would expressed on consideration items of the transaction as well as carefully consider the attached documents reduce risk if the Company’s hotel business in other countries generate less income due to tourist economy, submitted to the shareholder along with the invitation letter to shareholder’ meeting so as to make the most natural disasters and other violent situations. appropriate decision 5. he investment value of the transaction of 5.0 million is lower than the fair value in range of 1,05.5 – 1,1.5 million, valued by iscounted Cash Flow Approach. etails of the valuation of fair price Jay Capital Advisory imited, as the Independent Financial Advisory of the Company, has performed the study and analysis with care in accordance with the professional standard and has provided the opinion based on range appear in Section ..1. of this report. the fair analysis of information by taking into consideration the benefits of all shareholders . he draft conditions of the transaction are normal in the usufruct registration and investment in assets whereby the parties can enter into a contract in various ways according to the negotiation between the The opinion of the IFA is based on the information which has been received from ACA as well as contractual parties and such terms and conditions do not cause the Company to lose benefit. Furthermore, interviews with the management, publicly available information and other relevant documents The IFA the benefit that the Company would receive upon registration of usufruct is not inferior than the assumes that all information received is truthful and correct Therefore, if the information is incorrect andor registration of leasehold right. etails of consideration of the appropriateness of the conditions of the is not truthful andor has been significantly changed in the future, it will affect the opinion of the IFA transaction appear in Section .. of this report. Therefore, the IFA is unable to certify or warrant the future impact that may arise to the Company and the shareholders In addition, the opinion of the IFA is only to provide comments to the shareholders and evertheless, entering into the transaction has disadvantages and risks which shareholders should providing this opinion does not warrant the accomplishment of the transaction and any impact flowing from additionally take them into consideration whether to approve the transaction, as follows the transaction to the Company 1. he investment will increase obligations from debts and interest epenses on the Company which, in case that the Company uses all sources of fund from loans from institutions or offering of debentures, in This English report of the IFA’s opinion has been prepared solely for the convenience of foreign shareholders order to pay compensation for the usufruct, furniture, fiture, and euipment, and services associated of the ACA and should not be relied upon as the definitive and official document The Thai language with ASAI Chinatown roject amounting to 5.0 million, the corporate group would have version of the IFA’s opinion is the definitive and official document and shall prevail in all aspects in the event additional loan burden in the amount of 5.0 million, resulting in an increase in the Company’s of any inconsistency with this nglish Translation interestbearing debt to euity ratio from 0. times to 0. times, based on the consolidated financial statements of the roup as at 1 ecember 01. ours incerely, . here is a risk of delays in the project construction. At present, the project is under construction with construction progress at 51. percent. oreover, the Company wishes to operate the project under its -s Jirayong Anumanajadhon corporate brand ASAI. herefore, prior to entering into this transaction, IC is reuired to cancel its eisting contract with the current hotel management, as well as modifying the design to meet ASAI brand standards. herefore, there is a risk of construction delays which could render a deferral in the Company’s (s Jirayong Anumanajadhon recognition of income to later than epected. anaging Director . As the I’m Chinatown Project is located on the land which ICT rents from JD who is the owner of the land Jay Capital Advisory imited, the Independent Financial Advisor according to ain ease Agreement of I’m Chinatown Project, the Company has risks that ICT might

1 The opinions of the Independent Financial Advisor on the acuisition of assets The opinions of the Independent inancial dvisor on the acuisition of assets For the purpose of translation only (or the purpose of translation only)

usit Thani Public Company Limited (“the Company” of “TC”) is one of Thailand’s leading hotel business Dusit Thani Public Company Limited Owner of hotel trademarks, namely “Dusit Thani”, “Dusit operators whose hallmark is its uniue Thaistyle services at international standards TC has more than Varana”, “Dusit D2”, “Dusit Princess” and “Dusit Princess” years of experience in the hotel industry, starting in with Thanpuying Chanut Piyaoui as its founder The Owner of trademarks for spas, namely “Devarana Spa”, first of the Company’s hotels was the Princess Hotel on Charoenkrung Road, Bangkok followed by its fivestar “amm Spa”, “DV Spa”, “DV urban” and “DV” hotel, the “Dusit Thani” in Bangkok which opened for business in 1970. The Company subseuently opened - wner and management of hotels, namely Dusit Thani additional hotels as well as providing hotel management services under the trademarks “Dusit Thani”, “Dusit Bangkok, Dusit Thani Pattaya, and sai Sathorn ”, “usit Princess”, “usit evarana” and “usit esidence”. As at end of , TC manages a total of - Hotel management service under subsidiary companies 3 hotels in countries, nine of which are hotels the Company invested in and are under the Company’s under Dusit Management Company namely Dusit Thani management, with combined hotel rooms of more than , (including 3 hotels under usit Thani Freehold Laguna Phuket, Dusit D2 Chiang Mai, and Dusit Thani and Leasehold Investment Trust or "DREIT"”). And in , the Company has invested in all the shares of LM Huahin 2 under Dusit Thai Properties Plc. namely Dusit Holdings Pte Ltd. (“LVM Holdings”), a Singapore registered company who is the major shareholder of Elite Princess Srinakarin and Dusit Princess Chiang Mai avens roup which operates as a fully integrated marketing operator, booking and managing luxury - t present, the Company is contracted to manage hotels in accommodation and villas Moreover, the Company has additional hotels which will be open for business Thailand namely Dusit D2 haoyai, Dusit D2 o ang rabi in the next years and Dusit Laguna Villa Resort Phuket licensed to use the trademark name and trade name are Dusit Thani rabi In addition to hotel business operation, the founder also placed importance to education for the purpose of Beach Resort, Dusit Princess Moonrise Beach Resort Phu developing uality human resources to support the expansion of hotels in the corporate group and the hotel uoc Vietnam industry at large in accordance with the growth of the tourism industry At present, the Company has more ote * future operation than 24 years’ experience in the education field, from the establishment of usit Thani chool of ospitality Dusit Thani Philippines, Inc. - wner of a hotel in the Philippines, namely Dusit Thani in 1993, which later became the Dusit Thani College in 1996, which currently offers bachelor’s and master’s (formerly Philippine Hoteliers, Inc.) Manila, managed by Dusit orldwide. degree programs, as well as having a joint venture in Le ordon leu usit angkok and a research and - Management of Dusit Princess Lipa City, SI Cebu City, development facility under the usit Thani Excellence Center TEC SI Mactan Cebu and SI slob Cebu ote * future operation In addition to its hotel and education businesses, in the Company invested in Instant Produce Co, Dusit Thai Properties Plc. - n 1 pril 2009, a merger took place between Royal Princess Ltd (“IP”) which engages in production and export of readymade meals, by establishing a new subsidiary Plc. and Dusit Hotels and Resorts Co., Ltd. to become Dusit company, namely usit Foods Co, Ltd, to purchase percent of the total ordinary shares of IP, a total Thai Properties Public Company Limited investment value of T ,, For the purpose of diversifying its business risk, on anuary , - wner of the trademark “Royal Princess” the usit Thani angkok otel closed for business in order to carry out a mixeduse real estate project with - wner of the land and building of the Dusit Thani Huahin Central Pattana Public Company Limited which will consist of a hotel, a residential building, office building, Hotel retail trade space with emphasis on giving green space to the project - wner of the Dusit Princess Chiang Mai Hotel, Dusit Princess Srinakarin Hotel The Company registered on the tock Exchange of Thailand in , and in transformed into a public Licensor of the trademark name and trade name of 2 hotels limited company under the name usit Thani Public Company Limited, using TC as initials of the issuing namely the Pathumwan Princess Hotel and the Royal company At present, Thanpuying Chanut Piyaoui and related persons are the largest group of shareholders, Princess Larnluang with combined shareholding of a total of ,, shares, euivalent to percent, which on May Dusit verseas Co., Ltd. - Management of hotels that are open in foreign countries , there was a change in the par value per share from the original T per share to T , resulting in namely the Dusit Thani budabi, Dusit Thani Dubai, Dusit an increase in the number of paidup ordinary shares from million shares previously to million shares Thani Lake View Cairo and the Dusit D2 arobi, Dusit D2 At the end of , the Company modified its vision, mission and corporate values to be aligned with the new Thimphu Bhutan Hotel and SI angon business direction of the corporate group Following are details of the nature of business of the Company and - Licensor of the trademark name and trade name of Dusit D2 companies in the corporate group en Hotel Dubai ote * future operation Dusit Management Company - Is a special purpose juristic person established to operate the hotel business of the Dusit Thani Laguna Phuket, Dusit D2 Chiang Mai and Dusit Thani Huahin to support the

64 The opinions of the Independent Financial Advisor on the acuisition of assets The opinions of the Independent inancial dvisor on the acuisition of assets For the purpose of translation only (or the purpose of translation only)

64 The opinions of the ndependent inancial dvisor on the acuisition of assets he opinions of the nepenent inanial isor on the aisition of assets or the purpose of translation only or the prpose of translation onl

manaement of trust assets for real estate investment and M oling Pte t nestment in other ompanies leasehold rihts of Dusit Thani DS Property nvestment Private - Owner of the Dusit Thani aldives otel under the sit hani ollege hospitalit an hotel management ollege imited manaement of Dusit orldwide sit hani enter of ellene enter for the etension of the rrila an nolege ase Dusit S anaement nc - s a uristic person estalished in the state of Delaware, the of sit hani ollege omine ith pratial eperiene in S to manae hotels in the S the hotel an linar sinesses of the sit hani orporate - anaement of the Dusit Thani uam esort grop to maimie enefits on a roaase asis throgh Dusit udu otel anaement - Management of hotels that are open in the People’s short training programs Shanhai o, td epulic of hina namely Dusit D2 udu inhu, hanou, e oron le sit - renh linar arts shool Dusit Thani udu infen, hanou, Dusit Thani Dontai sit ospitalit Management ollege perates an eation siness in the Philippines iansu, Dusit Devarana ot Sprin and Spa onhua, M ner the management of sit uanhou, eritae Villas houhuan anaed y Dusit, ospitalit ation Philippines n and the Dusit D2 Society ill otel, Tianin sit ellene o t Proies propert rental series to sit hai ollege Dusit ird otels Private imited - oint venture usiness etween Dusit Thani Plc and ird formerl sit hani otel ation ospitality Services Private imited ndia to provide hotel o t manaement services in ndia - Due to the differences in the strateic plans for investment imarn ria o t real estate eeloper of hotels resiential ilings an in ndia etween the ompany and ird ospitality Services iling strtres shopping enters Private imited, in 2 oth companies areed to close anlm Propert o t real estate eeloper of shopping enter proets the oint venture company Phraram eelopment o t real estate eeloper of offie iling proets - The ompany’s oard of Directors, in its meetin o /2 alaaeng Propert Management o perates an offie iling rental siness held on 2 arch 2, resolved to approve the disposal of t investment in the oint venture company, Dusit ird otels Private imited, totalin ,, shares, representin sit oos o t oling ompan inesting in foo siness percent of the reistered and sold shares of Dusit ird otels sit ormet o t Mareting foo prots ner the sit hani ran Private imited pire atering o t Proies atering serie to anteens in arios famos Dusit Saudi oint venture usiness etween Dusit Overseas ompany shools in hailan an in the otheast sian region imited and Dyar otels and esorts imited to provide hotel nstant Proe o t Proer an eporter of rea meals seasoning saes manaement services in Saudi raia, the iddle ast and eerages an frit ie orthern frica Dusit orldwide - s the reional operatin office providin manaement sit hani Pli ompan imite ner an operator of offie rental spae in the sit hani services to enterprises in forein countries such as the ommerial iling Dusit Thani anila, Dusit Thani aldives and hotels under earana pa o t perator of spa serie siness the manaement of Dusit Overseas o, td sit hani reehol an easehol eal - he sit hani reehol an easehol Propert n - Provides marketin services for oth domestic and state nestment rst ( ( P transferre its assets namel onership of the international hotels for affiliated enterprises sit hani agna Phet Proet sit hiang Mai Dusit hina apital Shareholder in Dusit udu otel anaement Shanhai o, formerl the sit hani reehol an Proet leasehol of the sit hani ahin Proet to the td easehol Propert n (P sit hani reehol an easehol eal state nestment Dusit Thani Properties o nvest in various companies rst ( hih the ompan hols . perent formerly Dusit Thani nternational) shares Dusit olours o, td Provides manaement and technical consultin services - ner of hotels namel the sit hani agna Phet related to the hotel, lonterm serviced accommodation, real otel an sit hiang Mai otel estate, restaurant, spa and other related usinesses in the - ner of the leasehol rights of sit hani ahin otel form of franchise rental and or partial ownership in apan sit hani Properties Manager of the sit hani reehol an easehol eal S oldin o, td Provides hotel services, hotel manaement services and state nestment rst investment in other companies

The opinions of the ndependent inancial dvisor on the acuisition of assets he opinions of the nepenent inanial isor on the aisition of assets or the purpose of translation only or the prpose of translation onl

he opinions of the nepenent inanial isor on the aisition of assets he opinions of the nepenent inanial isor on the aisition of assets or the prpose of translation onl or the prpose of translation onl

ist of the hareholers of the hant hilren ompan imite at pril 201 sit ospitalit eries o t Proier of spport to arios serie proets sh as offsite atering restarant leaning serie an hotel opening Mr hanin onaani planning serie Mrs inee hienprasihi hanphing hant Piaoi ’ 2016 – 2018 Mrs nong alirathaihaga Mr atthasit hienprasihi : otel siness ther shareholers ation siness ore oloth thers

ist of the hareholers of the hai ife nsrane Pli ompan imite at pril ore orm of the ompan

Propert ompan Mei atsa ife nsrane ompan er ing imite ist of the maor hareholers of the ompan as at eemer 201 are as follos Mr hai haiaan Mrs hathaa Malal a haa ther shareholers rop of hanping hant Piaoi an relate persons ore oloth entral Pattana Pli ompan imite Mr hatri ophonpanih ist of the hareholers of the Propert ompan imite at pril Mr ihit hinongoral hai ife nsrane Pli ompan imite Mr hai haiaan Mr anih haiaan hai ompan imite Mr in haiaan Mrs arnee hinongoral Mrs hathaa Malal a haa Mr ahanan hentran Mrs arang haiaan sit hani Properties ompan imite ffie of he Pri Prse ther shareholers ther shareholers ore oloth . ore orm of the ompan ist of the hareholers of the sit hani Properties ompan imite at pril ote rop of hanping hant Piaoi an relate persons onsist of hant an hilren ompan imite grop of Mr hanin onaani grop of Mrs inee hienprasihi an grop of Mrs nong alirathaihaga sit hani Pli ompan imite s of eemer nmer of shares eposite throgh hailan erities epositor ompan imite for Mr hanin onaani epositor are inle n erar shares hel entral Pattana Pli ompan imite as aire Mrs ipaa onaani nana eelopment Pli ompan imite amonting to shares or eialent to of total paip Mrs inee hienprasihi share apital ore oloth hereas the information aot ltimate shareholer of hant hilren ompan imite hai ife nsrane Pli ompan imite an sit hani Properties ompan imite ho are one of the top 10 maor shareholers of the ompan an o not list in are as follos

he opinions of the nepenent inanial isor on the aisition of assets or the prpose of translation onl

ist of the hareholers of the hant hilren ompan imite at pril 201 Mr hanin onaani Mrs inee hienprasihi hanphing hant Piaoi Mrs nong alirathaihaga Mr atthasit hienprasihi ther shareholers ore oloth

ist of the hareholers of the hai ife nsrane Pli ompan imite at pril Propert ompan Mei atsa ife nsrane ompan er ing imite Mr hai haiaan Mrs hathaa Malal a haa ther shareholers ore oloth

ist of the hareholers of the Propert ompan imite at pril Mr hai haiaan Mr anih haiaan Mr in haiaan Mrs hathaa Malal a haa Mrs arang haiaan ther shareholers ore oloth

ist of the hareholers of the sit hani Properties ompan imite at pril sit hani Pli ompan imite Mr hanin onaani Mrs ipaa onaani Mrs inee hienprasihi ore oloth

he opinions of the nepenent inanial isor on the aisition of assets he opinions o the nepenent inania iso on the aisition o assets or the prpose of translation onl o the ppose o tansation ony

ist of oar of iretors of the ompan as at eemer 31 2018 are as follos the ongtem inestments - nestments in assoiates 31 2018 nestments in oint entes ongtem oans to eate paties Mr rsa arasin hairman nepenent iretor nestment popeties Mrs Pranee Phasipol nepenent iretor it ommittee Memer opety pant an eipment Prof iran aeesri nepenent iretor hairman of it ommittee epai enta o an an iings Mr eerapol hotihanapial nepenent iretor it ommittee Memer the intangie assets Professor r ittipong ittaara nepenent iretor oowi - Prof merits r hning haa nepenent iretor eee ta assets irananana eposit o hote management ight Mr Pahaat oithathanaphong nepenent iretor ithhoing ta ete - Mr omprasong oonahai nepenent iretor the nonent assets Mrs arang haiaan iretor Mr hanin onaani hairman of the eetie ommittee ie hairman Mrs inee hienprasihi iretor Mrs phaee thmpn rop hief eetie offier iretor ore orm of the ompan hottem oans om inania instittions

hottem oans om eate paty he iretors ith signing athorit on ehalf of the ompan are of the athorie iretors ho are Mr ae an othe payaes hanin onaani Mrs inee hienprasihi an Mrs phaee thmpn to osign with the Company’s Cent potion o payae o aisition - seal Cent potion o ongtem oans

Cent potion o inane ease Cent potion o eee enta he smmar of finanial information in aorane ith the finanial statement of the rop aite mpoyee eneit oigations - itor for the ear ene 31 eemer 2016 – 2018 are as follo nome ta payae thes ent iaiities 2016 - 2018 ayae o aisition o siness - ongtem oans eente - inane ease iaiities ash an ash eialents eee enta eene emporar inestments eee ta iaiities rae an other rrent reeiales mpoyee eneit oigations nentories eposit o ight to ease iing - hortterm loans to relate parties iaiities om inestment in oint ente rrent portion of prepai rental the nonent iaiities ther rrent assets otal rrent ssets eposit at an ner oligation thoise shae apita ailaleforsale inestments sse an paip shae apita

he opinions of the nepenent inanial isor on the aisition of assets he opinions o the nepenent inania iso on the aisition o assets or the prpose of translation onl o the ppose o tansation ony

he opinions o the nepenent inania iso on the aisition o assets he opinions o the nepenent inania iso on the aisition o assets o the ppose o tansation ony o the ppose o tansation ony

( : ) easy shaes ( emim on oinay shaes et o ehange ate hanges on ash an ash eiaents ( ps on teasy shaes etaine eanings 31 the omponents o eity onontoing inteests oss oit agin peating oit agin et oit agin etn on ity Cost o saes an seies ( etn on assets Cost o seies epeiation an amotiation ( ( sset noe times anagement seie inome nteest eaing et to ity atio times nteest inome et to ity atio times iien inome nteest Coeage atio times eaise inome om eee enta eene ain on saes o aaiaeosae inestments - Overview of the Company’s Operating Results ain on saes o othe ongtem inestments an - inestments in assoiates ain on saes o popety pant an eipmentnet o the peio – the Company ha tota eene o miion miion an hae o poits o assoiates an oint entes miion espetiey whih an e iie into ategoies namey eene om hote siness eene the inome om eation siness an othe eene etais o whih ae as oows oit eoe epenses eene om hote siness eing epenses ( o the peio – the Company’s tota eene om hote siness amonte to miion ministatie epenses ( miion an miion espetiey eiaent to peent peent an peent o epeiation an amotiation ( tota eene espetiey eene om hote siness is eie om the oowing pats • oss on saes o eipmentnet - ( eene om its own hotes amonte to miion miion an miion espetiey eiaent to peent peent an peent o tota eene om hote siness inane osts ( espetiey n eene om the Company’s own hote siness eine y miion o ( peent ompae to e to the eease o opany seminas an anets in the peio o moning an oya emation oowing the passing o is aesty the ate ing hmio yae as a inome epense we as enoation o the sit agna het ote an sit hani attaya hie in eene om its own hote siness eease y miion o peent ompae to e to eining inome om the sae o sit iness oat eetheess i these impats ae ee eene om the Company’s own hotel business has a growth rate of 2 percent due to increased occupancy rate. ( : ) • eene om hote management seies amont to miion miion an miion Cash poie y se in opeating atiities espetiey eiaent to peent peent an peent o tota eene om hote siness Cash poie y se in inesting atiities ( espetiey n eene om hote management seies inease y miion o peent Cash poie y se in inaning atiities ( ompae to mainy e to the impoe peomane o sit hani am esot sit hani ae

he opinions o the nepenent inania iso on the aisition o assets he opinions o the nepenent inania iso on the aisition o assets o the ppose o tansation ony o the ppose o tansation ony

he opinions of the ndependent inancial disor on the acuisition of assets he opinions of the ndependent inancial dvisor on the acisition of assets or the purpose of translation only or the prpose of translation onl

iew Cairo and usit hani budabi while in 2 such reenue increased by million or 2 percent E from other sinesses compared to 2 mainly due to the consolidation of Elite Heaven’s performance into the consolidated n the ompan had loss efore interest ta depreciation and amortiation amontin to H million financial statements of the Company as well as the improed performance of the usit hani ae iew accontin for percent loss n and the ompan had E in the amont of H million Cairo usit 2 haoyai and usit 2 airobi. and H million respectivel eivalent to percent and percent of total revene from other sinesses respectivel E from other sinesses in increased from H million or percent eenue from education business mainl de to income reconition from fees for the transfer of land leasehold rihts of H million and profit eenue from the Company’s education business in the period 22 amounted to million from the sale of sit rincess Hotel orat of H million n addition revene from other sinesses in 2 million and 2 million respectiely or euialent to percent percent and percent of the total declined H million or . percent from de mainl to the aforementioned special income reenue respectiely. n 2 reenue from education business decreased by 2 million or percent reconition items in compared with 2 resulting from the strategic plan adustment of the education business group in closing the usit hani chool of ospitality in the th uarter to use the location as a research and deelopment center et rofit for the curricula of usit hani College. n addition education business reenue in 2 decreased by n – the ompan has net profits amonted to H million H million H million or . percent oer the preious year as a result of declining reenue from usit hani College and the million respectivel hich are considered as percent percent and percent of the total revene n increased share of loss from inestment in usit ospitality ducation hilippines nc from the increase of – 2018, the Company’s net profits have been increased by THB 179.45 million and THB 17.89 million, which are personnel epenses to support the school opening in 2. considered as increase by 117 percent and 5 percent, respectively. The increase in the Company’s net profits in is de to the ain on sales of other lonterm investments and investment in associates of H eenue from other businesses million he ain on sales from other lonterm investments is de to the sale of investment in shares of eenue from other business in the period 2 – 2 amounted to million million and aladaen ropert anaement o td amonted to H million hile the ain on sales from million respectiely euialent to percent percent and percent of the total reenue. n 2 reenue investment in associates is de to the sale of investment in shares of anlm ropert o td amonted to from other businesses increased by 2 million or 2 percent from 2 mainly due to income recognition H million from fees for the transfer of land leasehold rights of million and profit from the sale of usit rincess otel orat of 2 million. n addition reenue from other businesses in 2 declined by 2 million inanial tatus or . percent from 2 due mainly to the aforementioned special income recognition items in 2. ssets arnings efore nterest aes epreiation an mortiation or the annal period of – the total assets of the ompan amonted to H million H or the annual period of 2 – 2 the Company’s stood at million million and million and H million respectivel he ompan’s total assets comprise crrent assets . million respectiely euialent to . percent . percent and . percent of total reenue. amontin to H million H million and H million respectivel eivalent to percent he Company has classified by types of income as follows percent and percent of the total assets each ear respectivel and noncrrent assets amontin to H million H million and H million or eivalent to percent percent and percent from hotel business of the total assets each ear respectivel otal assets in increased sinificantl compared to H from hotel business in the annual period of 2 – 2 amounted to million million million or percent de to the increase of crrent assets H million mainl from the increase in and million respectiely or percent percent and percent of total reenue from hotel business cash and cash eivalents shortterm investments of ssidiaries receivales and advance receipts for room respectiely. from hotel business in 2 decreased by million or percent from 2 mainly fees hile noncrrent assets increased H million from advance pament of rent for land and ildins resulting from declining reenue from hotel business and increased personnel epenses to support the and adstments in the vale of availaleforsale investments otal assets in increased sinificantl epansion of the hotel management business under the agreements signed. from hotel business in 2 compared to H million or percent de to the increase of crrent assets H million increased from 2 by million or percent due mainly to increased reenue and the decrease in the mainl ecase of the increase in receivales and advance pament for rooms hile noncrrent assets share of loss from inestment in the hotel business. increased H million from the increase of investment in nstant rodce ompan imited and the investment in Holdins te td casin other intanile assets to increase from trademars and oodill from education business otal from education business in the annual period of 22 amounted to 2 million iailities million and million respectiely euialent to 2 percent percent and percent of the total reenue he ompan’s total liailities for the annal period of – stood at H million H from education business respectiely. from education business in 2 decreased from 2 by 2 million and H million respectivel eivalent to percent percent and percent of the total million or percent resulting from increased personnel epenses and mareting epenses of usit hani assets respectivel hen considerin the strctre of total liailities it as fond that the crrent liailities College to support future business epansion. hile from education business in 2 declined from ere H million H million and H million respectivel accontin for percent 2 by million or percent due to the decreased reenue of usit hani College and the increased percent and percent of total liailities each ear respectivel eanhile noncrrent liailities share of loss from inestment in usit ospitality ducation hilippines nc from the increase of personnel amonted to H million H million and H million respectivel or eivalent to epenses to support the school opening in 2. percent percent and percent of total liailities in each ear respectivel otal liailities in reatl increased compared to H million or an increase of percent de to the increase in

he opinions of the ndependent inancial dvisor on the acisition of assets or the prpose of translation onl

E from other sinesses n the ompan had loss efore interest ta depreciation and amortiation amontin to H million accontin for percent loss n and the ompan had E in the amont of H million and H million respectivel eivalent to percent and percent of total revene from other sinesses respectivel E from other sinesses in increased from H million or percent mainl de to income reconition from fees for the transfer of land leasehold rihts of H million and profit from the sale of sit rincess Hotel orat of H million n addition revene from other sinesses in declined H million or . percent from de mainl to the aforementioned special income reconition items in

et rofit n – the ompan has net profits amonted to H million H million H million respectivel hich are considered as percent percent and percent of the total revene n – 2018, the Company’s net profits have been increased by THB 179.45 million and THB 17.89 million, which are considered as increase by 117 percent and 5 percent, respectively. The increase in the Company’s net profits in is de to the ain on sales of other lonterm investments and investment in associates of H million he ain on sales from other lonterm investments is de to the sale of investment in shares of aladaen ropert anaement o td amonted to H million hile the ain on sales from investment in associates is de to the sale of investment in shares of anlm ropert o td amonted to H million

inanial tatus

ssets or the annal period of – the total assets of the ompan amonted to H million H million and H million respectivel he ompan’s total assets comprise crrent assets amontin to H million H million and H million respectivel eivalent to percent percent and percent of the total assets each ear respectivel and noncrrent assets amontin to H million H million and H million or eivalent to percent percent and percent of the total assets each ear respectivel otal assets in increased sinificantl compared to H million or percent de to the increase of crrent assets H million mainl from the increase in cash and cash eivalents shortterm investments of ssidiaries receivales and advance receipts for room fees hile noncrrent assets increased H million from advance pament of rent for land and ildins and adstments in the vale of availaleforsale investments otal assets in increased sinificantl compared to H million or percent de to the increase of crrent assets H million mainl ecase of the increase in receivales and advance pament for rooms hile noncrrent assets increased H million from the increase of investment in nstant rodce ompan imited and the investment in Holdins te td casin other intanile assets to increase from trademars and oodill

iailities he ompan’s total liailities for the annal period of – stood at H million H million and H million respectivel eivalent to percent percent and percent of the total assets respectivel hen considerin the strctre of total liailities it as fond that the crrent liailities ere H million H million and H million respectivel accontin for percent percent and percent of total liailities each ear respectivel eanhile noncrrent liailities amonted to H million H million and H million respectivel or eivalent to percent percent and percent of total liailities in each ear respectivel otal liailities in reatl increased compared to H million or an increase of percent de to the increase in

The opinions of the ndependent inancial dvisor on the acisition of assets or the prpose of translation only crrent liabilities by THB 109 million from the increase in overdraft, shortterm loans, accred taes and crrent portion of lonterm loans de within one year and noncrrent liabilities increased by THB 10 million resltin from the deposit received from the rantin of leasehold rihts in a miedse real estate proect. eanwhile, total liabilities in 2018 reatly increased compared to 2017 by THB 1,9 million or an increase of 4 percent de to the increase in crrent liabilities of THB 11 million from employee benefit liabilities, trade and other payables and bsiness prchase payables de within 2019, less with decreased lonterm loans from financial instittions and the increase in noncrrent liabilities of THB 1,25 million resltin from offerin of debentres in eptember 2018 and deposit received from the rantin of leasehold rihts in a miedse real estate proect.

Shareholders’ equity s at 1 ecember 201 – 2018 shareholders’ eity of the Company amonted to THB 5,54 million, THB 5,881 million and THB ,078 million, eivalent to 59 percent, 59 percent and 5 percent of total assets respectively. hareholders’ eity in 2017 increased over 201 by THB 527 million or 10 percent mainly de to the increase in retained earnins from the Companys operatin reslts in 2017 and dividends for the operatin reslts in 2018. hareholders’ eity in 2018 increased compared to 2017 by THB 197 million, or an increase of percent, mainly resulting from the increase in retained earnings from the Company’s operating reslts in 2018 and dividend for the operatin reslts in 2018.

aital Struture The debt to eity ratio of the Company at the end of 201 – 2018 amonted to 0.7 times 0.5 times and 0.40 times respectively. The Company’s shareholders' meeting No. 25/251 approved the issance and offerin of debentres in the amont not eceedin THB 5,000 million. Therefore, it can be considered that the Company will provide financin from cash flow from additional financin activities in the ftre. etails of the Company’s cash flow are as follows:

et cash flow from operatin activities or the annal period of 2016 - 2018, the Company had net cash from sed in operatin activities of THB 1,020 million, THB 588 million and THB 790 million respectively, which was a net reslt of cash from sales and services, cash for epenses and income ta.

et cash flow from financin activities or the annal period of 2016 - 2018, net cash sed in financin activities of the Company amonted to THB 345 million, THB 673 million and THB 841 million respectively, consistin of debentres, repayment of short term and lonterm loans, interest paid, and dividends paid.

et cash flow from investment activities or 2016, net cash sed in the Companys investment activities amonted to THB 510 million. or 2017 – 2018, the Company received net cash from its investment activities amontin to THB 250 million and THB 153 million respectively, consistin of capital increase of associate companies, prchase of sbsidiaries, lonterm loans to related parties, asset acisition, deposit received from rantin leasehold rihts, disposition of availableforsale investments and other lonterm investments and dividend received.