CONTENT

Message from the Board of Directors 02 Financial Information 04 11 Nature of Company and Subsidiaries Information 05 Business Nature of Business 11 Management Structure 26 Organization Chart 40 Boards of Directors 42 Business Policy and Overview 44 Project’s Information 46 44 Map 55 Business Policy and Overview Products and Service 56 Competition 73 Securities and Shareholder 77 Management 87 Details of Position 97 Remuneration 98 46 Governance 100 Project Information Connected Transactions 107 Risk Factors 134 Internal Control 141 Corporate Social Responsibility 145 Management Dicussion and Analysis 160 Report of Independent Auditor 205 73 Competition Statement of Financial Position 206 Note to consolidated 216 The Board of Directors' Responsibilities 267 Audit Committee Report 268 Audit Fee Accuracy 270

Investors can obtain additional information on securities issuers in the Company’s Form 56-1 onwww.sec.or.th or the Company’s website. ANNUAL REPORT 2014

MESSAGE FROM THE BOARD OF DIRECTORS

DR.TAWATCHAI NAKHATA CHAIRMAN

Throughout 2014, Thailand’s economy had been affected and tended to rise further. by political instability erupting in the fourth quarter of 2013. Though the instability eased, uncertainties remained. Low- The Board of Directors’ policy was to further strengthen income earners’ purchasing power was weak, driven by high the Company in terms of revenue and financial strengths. household debt and falling farmers’ low income, while the The debt to equity ratio was lowered to cut interest expenses. upper middle-income were cautious of spending. This resulted The land bank was turned into revenue more quickly, as some in lower-than-expected growth rate in the real estate market, land plots were developed and others not included in the but it is recovering slowly. Developers gradually launched development plan were sold. The ISO 9001 standards were projects in areas which would benefit from Bangkok’s adopted to improve product quality, with the focus on design urbanization but delayed projects in provinces pending for and construction management, to satisfy customers’ demand. clarity of government projects. Residential demand expanded A major milestone was when shareholders at the 2013 annual more slowly than expected as most buyers awaited clarity in meeting approved the acquisition of Thai Property Public economic recovery in 2015. Financial institutions maintained Company Limited (TPROP) and Grand Asset Public Company the strict lending policy, leading to an increase in the rejection Limited (GRAND). Once the acquisition is complete, the rate from 15-20% to 30-40%. Company’s financial condition would be strengthened. It is estimated that the Company’s assets and shareholders’ equity In the year, the Company’s total sales rose 13% to would rise to Bt43,400 million and Bt16,400 million, Bt11,982 million. Sales of single houses and townhouses respectively. The Company would also earn more revenue contributed 57%, while that of condominium 43%. Sale from office for rent and hotel business and enjoy lower revenue from single houses, townhouses and condominium dependence on a particular business. The assets and revenue expanded 12% on year to Bt10,011 million. The growth rate structure would be more diversified – to cover low-rise of the condominium segment alone was 40%, thanks to the development, condominium projects, city condominiums, realization of revenue from 9 projects against 5 projects in office for rents and hotel business. the 2013. The Company also earned Bt1,629 million from land sale and Bt845 million from the hotel business. This In 2015, the Board of Directors maintains the policy to pushed total revenue to Bt12,416 million, or an increase of further grow revenue and profitability and strengthen the 27% from 2013. The sale of the Company’s stake in Krungthep Company’s business base. The project launch will be Land Public Company Limited worth Bt720 million generated quickened to extend the revenue realization period and selling a gain of Bt77 million. As profitability rose on an increase in period. The focus is placed on high-end products under revenue, the net profit margin rose to 3.2% from 0.4% in 2013 “Perfect Masterpiece” brand, to limit negative impacts from 02 MR.CHAINID ADHYANASAKUL CHIEF EXECUTIVE OFFICER

low purchasing power amid high household debt. Six projects Once the acquisition of TPROP is complete potentially are planned with combined value of Bt9,000 million. The in June 2015 with the success of buying at least 75% of the construction cost will be lowered through the central company’s outstanding shares, the Board of Directors and procurement unit, to increase the bargaining power. The the management are set to further enhance business potential. corporate image will be refreshed to mark the 30th anniversary, In the next two years, the Company plans to develop and sell under the “New Era of Happy Living” concept. The “Eco Cool” TPROP and GRAND’s current projects and use the proceeds housing concept, a modern, comfortable, energy-saving and to develop new projects. A real estate investment trust will environmental-friendly innovation, will be launched. This will be established for Metro West Town and Metro East Town, be achieved through solar-powered cooling and heat-releasing the two shopping malls which are valued at Bt1,800 million. technology and energy-saving and green materials. Vertical A fund will also be established for the hotel business, to trees and lath will be used to shield the houses from heat. include Kiroro Resort in Japan, Sheraton Hua Hin Resort and The houses will be equipped with the home monitoring system, Spa, and Sheraton Hua Hin Pranburi worth Bt3,700 million. with high-speed-internet-controlled CCTV for greater protection. The “Green@Heart” concept will highlight the The Board of Directors wishes to thank shareholders, Company’s long-standing focus, to extend green areas. New valued customers, investors, business partners, alliances and functions will be added in clubs, like a sky pool, green bike financial institutions for their long-standing supports to the lane, solar-powered park and free Wi-Fi service. Company., as well as the management and all employees for their patient and dedicated performance in the past year. In 2015, the Company targets to achieve sale revenue of Bt17,600 million: Bt10,000 from low-rise projects and Bt5,500 million from condominium projects. A total of 24 projects will be launched with combined value of Bt29,500 Dr.Tawatchai Nakhata million: consisting of 20 single house and townhouse projects CHAIRMAN worth Bt25,000 million, 3 condominium projects worth Bt3,000 million, and a project in Khao Yai worth Bt1,500 million. Mr.Chainid Adhyanasakul CHIEF EXECUTIVE OFFICER

03 ANNUAL REPORT 2014

FINANCIAL INFORMATION Property Perfect Public company Limited. (Unit : Million Baht) 2012 2013 2014 Financial Position Total Assets 26,176 30,668 31,305 Project Development Cost and Land for Development 13,353 16,927 17,525 Inventories 32 34 35 Total Liabilities 17,545 22,022 22,295 Shareholders’ Equity 8,631 8,646 9,010 Operation Results Sales 9,094 11,011 12,416 Total Revenue 9,270 11,229 12,785 Gross Margin 3,273 3,646 4,301 Net Income 203 41 402 Financial Ratio Net Profit (%) 2.19 0.37 3.15 Return on Equity (%) 2.48 0.48 4.56 Return on Total Asset (%) (%) 0.85 0.15 1.30 Debt to Equity Ratio 2.03 2.55 2.47 Current Ratio 1.99 2.11 1.55 Per Share Data Net Income per Share 0.06 (0.02) 0.06 Dividend 0.03 - 0.044 Book value 1.53 1.50 1.55 Note: The company split par from Bt6 to Bt1 on 6 May 2011.

04 COMPANY AND SUBSIDIARIES INFORMATION

Company Information Name : Property Perfect Public Company Limited Type of Business : Real Estate Development Head Office : 17th Flr., Vorasombat Bldg., 100/1 Rama IX Road, Huaykwang, Bangkok 10310. Business Registration Number : 0107536001231 Home Page : www.pf.co.th Telephone Number : 0-2245-6640-8, 0-2247-7500-4 Fax : 0-2247-3328 No. of Paid-up Share : 5,782,930,655 Shares (31 December 2014) Par Value : Baht 1 Paid-up Capital : Baht 5,782,951,655

05 ANNUAL REPORT 2014

Legal Entity, The company hold 10% up The Company and Subsidiaries , Directly Owned Name : Estate Perfect Company Limited Type of Business : Real Estate Development Address : 17th Flr., Vorasombat Bldg., 100/1 Rama IX Road, Huaykwang, Bangkok 10310. Telephone Number : 0-2245-6640-8, 0-2247-7500-4 Fax : 0-2246-0733 No. of Paid-up Share : 120,000,000 Shares Par Value : Baht 10 Paid-up Capital Baht 1,200,000,000 Percentage of Investment : 100 % Name : Bright Development Bangkok Company Limited Type of Business : Real Estate Development Address : 17th Flr., Vorasombat Bldg., 100/1 Rama IX Road, Huaykwang, Bangkok 10310. Telephone Number : 0-2245-6640-8, 0-2247-7500-4 Fax : 0-2246-0733 No. of Paid-up Share : 10,000,000 Shares Par Value : Baht 100 Paid-up Capital : Baht 1,000,000,000 Percentage of Investment : 100 % Name : Residence Number Nine Company Limited Type of Business : Real Estate Development Address : 7th Flr., Vorasombat Bldg., 100/1 Rama IX Road, Huaykwang, Bangkok 10310. Telephone Number : 0-2245-6640-8, 0-2247-7500-4 Fax : 0-2246-0733 No. of Paid-up Share : 10,000,000 Shares Par Value : Baht 100 Paid-up Capital : Baht 1,000,000,000 Percentage of Investment : 100 %

06 Name Chiangmai Development Company Limited Type of Business : Real Estate Development Address : 17th Flr., Vorasombat Bldg., 100/1 Rama IX Road, Huaykwang, Bangkok 10310. Telephone Number : 0-2245-6640-8, 0-2247-7500-4 Fax : 0-2246-0733 No. of Paid-up Share : 2,000,000 Shares Par Value : Baht 100 Paid-up Capital : Baht 200,000,000 Percentage of Investment : 100 % Name : We Retail Public Company Limited Type of Business : Real Estate Development – Shopping Center and Commercial Area Address : 17th Flr., Vorasombat Bldg., 100/1 Rama IX Road, Huaykwang, Bangkok 10310. Telephone Number : 0-2245-6640-8, 0-2247-7500-4 Fax : 0-2645-0024 No. of Paid-up Share : 1,267,535,714 Shares Par Value : Baht 1.05 Paid-up Capital : Baht 1,330,912,499.70 Percentage of Investment : 93.31 % Name : Property Perfect International Pte. Ltd. Type of Business : Investment and Oversea Real Estate Development Address : 1 Raffles Place, #28-02 One Raffles Place, Singapore 048616 No. of Paid-up Share : 1 Share Par Value : 1 SGD$ Paid-up Capital : 1 SGD$ Percentage of Investment : 100 % Name : Perfect Sport Club Company Limited Type of Business : Clubhouse Management Address : 19th Flr., Vongvanich B Bldg.,100/52 Rama IX Road, Huaykwang, Bangkok 10310. Telephone Number : 0-2645-1406-8 Fax : 0-2645-1409 No. of Paid-up Share : 250,000 Shares Par Value : Baht 100 Paid-up Capital : Baht 25,000,000 Percentage of Investment : 100 %

07 ANNUAL REPORT 2014

Name : U & I Construction Bangkok Company Limited Type of Business : Construction Address : 27th Flr., Vongvanich B Bldg., 100/89 Rama IX Road, Huaykwang, Bangkok 10310. Telephone Number : 0-2246-2093-6 Fax : 0-2246-2020 No. of Paid-up Share : 1,000,000 Shares Par Value : Baht 100 Paid-up Capital : Baht 100,000,000 Percentage of Investment : 100 % Name : Uniloft Service (Thailand) Co., Ltd. Type of Business : Service Apartment Address : 17th Flr., Vorasombat Bldg., 100/1 Rama IX Road, Huaykwang, Bangkok 10310. Telephone Number : 0-2245-6640-8, 0-2247-7500-4 Fax : 0-2246-0733 No. of Paid-up Share : 13,250 Shares Par Value : Baht 100 Paid-up Capital : Baht 1,325,000 (1,000 shares or Bt 100 par value and 49,000 shares or Bt 25 par value) Percentage of Investment : 100 % Name : Perfect Prefab Company Limited Type of Business : Manufacturer and Install Prefab Structures Address : 10th Flr., Vorasombat Bldg., 100/1 Rama IX Road, Huaykwang, Bangkok 10310. Telephone Number : 0-2245-6640-8, 0-2247-7500-4 Fax : 0-2246-0733 No. of Paid-up Share : 250,000 Shares Par Value : Baht 10 Paid-up Capital : Baht 2,500,000 Percentage of Investment : 51% (49% held by Center of Standard Precast Company Limited)

Name : Ramintra Mall Company Limited (Formerly Known as Marirya Stuff Company Limited ) Type of Business : Real Estate Development – Shopping Center and Commercial Area Address : 17th Flr., Vorasombat Bldg., 100/1 Rama IX Road, Huaykwang, Bangkok 10310. Telephone Number : 0-2245-6640-8, 0-2247-7500-4 Fax : 0-2246-0733 No. of Paid-up Share : 3,500,000 Shares Par Value : Baht 100 Paid-up Capital : Baht 350,000,000 Percentage of Investment : 100 % 08 Subsidiaries, Indirectly Owned Name : Centrepoint Shopping Mall Co., Ltd.* (Subsidiary of We Retail Plc.) Type of Business : Real Estate Development – Shopping Center and Commercial Area Address : 17th Flr., Vorasombat Bldg., 100/1 Rama IX Road, Huaykwang, Bangkok 10310. Telephone Number : 0-2245-6640-8, 0-2247-7500-4 Fax : 0-2645-0024 No. of Paid-up Share : 5,000,000 Shares Par Value : 100 Baht Paid-up Capital : 500,000,000 Baht Percentage of Investment : 93.31 % Name : Kiroro Resort Holdings Co., Ltd (Formerly Known as Share Group Co.,Ltd.) (Subsidiary of Property Perfect International Pte.Ltd.) Type of Business : Real Estate Development and Hotel Business in Japan Address : 30-3, Sarugaku-cho, Shibuya-ku, Tokyo, Japan No. of Paid-up Share : 116,520 Shares Paid-up Capital : JPY 752,173,640 Percentage of Investment : 95.61% Name : Kabushiki Kaisha Kiroro Associates Co.,Ltd. (Subsidiary of Share Group Co.,Ltd.) Type of Business : Hotel Management Address : 128-1 Tokiwa, Akaigawa-mura, Yoichigun,Hokkaido, Japan No. of Paid-up Share : 610 Shares Paid-up Capital : JPY 60,000,000 Percentage of Investment : 95.61%

09 ANNUAL REPORT 2014

Reference Auditors Mr.Supachai Phanyawattano) EY Office Limited (Formerly known as Ernst & Young Office Limited) 33rdFloor, Lake Rajada Office Complex 193/136-137 New Rajadapisek Road, Bangkok 10110 Tel. 0-2264-0777, 0-2661-6190 Fax. 0-2264-0790, 0-2661-9192 Financial Institute Krung Thai Bank Public Company Limited 35 Sukhumvit Road, Klong Toey Nua, Wattana,Bangkok 10110 Bank of Ayudhya Public Company limited 1222 Rama III Road, Bangphongphang, Yan Nawa, Bangkok 10120 CIMB Thai Public Bank Company limited 44 North Sathorn Road, Lumpini, Prathumwan , Bangkok 10330 Thanachart Bank Company limited 1101 New Phetchaburi Rd. Makkasan, Rajthewi, Bangkok 10400 Share Registrar Thailand Securities Depository Co., Ltd. 4th , 6th -7th Flr. ,The Stock Exchange of Thailand Bldg., 62 Ratchadaphisek Road, Klongtoey ,Bangkok 10110 Tel. 0-2359-1200 -1 Fax. 0-2359-1259 Property Valuation Agency for real estate affairs Co., Ltd . 10 Nonsi Rd., Nonsi, Yannawa, Bangkok 10120 Tel.0-2295-3905 Fax. 0-2295-1154 Brooke Real Estate Limited 20th Floor., Unit 2005-6, The Millennia Tower, 62 Langsuan Road, Lumpini, Pathumwan, Bangkok 10330 Tel. 0-2652-6300 Fax.0-2652-639 Thai Property Appraisal Lynn Phillips Co., Ltd. 11th Floor, RS Tower Building, 121/47-48 Rachadaphisek Rd., Dindaeng, Bangkok 10320 Tel : 0-2641-2128-32 Fax : 0-2641-2134 S.L. Standard Appraisal Co.,Ltd 114 Rattana Uthit Road, Soi 19,Tambon Hadyai, Amphoe Hadyai, Songkhla 90110 Tel: 0-7435-9130 Fax: 0-7435-9130 Wealth Appraisal Co., Ltd. 11/277 Thanthawat Village 5 Soi Watcharapol 1/9, Tha Raeng ,Bang Khen , Bangkok 10220 Tel : 0-2948-0928-9, 0-2948-2258 Fax : 0-2948-2259 Knight Frank Charter (Thailand) Co., ltd. 65/192 23rd Floor Chamnan Phenjati Business Center Rama 9 Road Huaykwang District, Bangkok 10320 Tel : 0-2643-8223 Fax : 0-2643-8224 10 NATURE OF BUSINESS

Background and Major Milestones Property Perfect Public Company Limited was established on 14 August 1985 by the group of Maneeya Estate’’s operators, with initial registered capital of Bt300,000. On 19 October 1993, the company was registered as a public company and on 1 June in the same year, it was listed on the Stock Exchange of Thailand in the Property Sector. The Company witnessed severe impacts from the financial crisis and baht devaluation in 1997. Due to liquidity problem, the Company’s share trading was moved to REHABCO Sector. On 22 January 2001, 3 creditors filed the rehabilitation petition to the Central Bankruptcy Court. The Court approved the petition on 19 February 2001 and appointed Asian International Planners Co Ltd as the rehabilitation planner. The Court approved the rehabilitation plan on 2 October 2001, allowing the Company to move its share trading to REHAB Sector on 22 November 2001 and returned to PROPERTY Sector on 19 June 2002. Successfully completing conditions specified in the rehabilitation plan and debt restructuring, the Company filed a petition to exit the rehabilitation process. The Court approved the exit on 12 April 2004, returning the administrative power to original executives. Loans were gradually repaid to creditors in the rehabilitation plan, until they were fully repaid in 2011. The Company has continually expanded business, going through several capital increases and reduction. The registered capital now stands at Bt10,737,610,610, consisting of 10,737,610,610 common shares at Bt1 par value. The paid-up capital is Bt15,782,951,655, consisting of 5,782,951,655 common shares at Bt1 par value.

11 ANNUAL REPORT 2014

Major events in the past 3 years 2011 : w Invest Bt500 million in new shares of Bright Development Bangkok Company Limited (100%-owned subsidiary), which increased capital to Bt1,000 million. w (VWDEOLVK8 ,&RQVWUXFWLRQ%DQJNRN&RPSDQ\/LPLWHGWRSURYLGHFRQVWUXFWLRQVHUYLFHVZLWKUHJLVWHUHGFDSLWDORI Bt100 million , Bt50 million paid-up (100%-owned subsidiary). w 6SOLWSDUIURP%WWR%W w 3HUIHFW3UHIDE&R/WGZDVHVWDEOLVKHGDVDMRLQWYHQWXUHZLWK&HQWHURI6WDQGDUG3UHFDVW&R/WGZLWKUHJLVWHUHG capital of Bt10 million. The capital worth Bt2.5 million is paid-up. w (VWDEOLVK8QLORIW6HUYLFH 7KDLODQG &RPSDQ\/LPLWHGDVDVXEVLGLDU\ZLWKUHJLVWHUHGFDSLWDORI%W RZQHG subsidiary.). w ,QFUHDVH3HUIHFW6SRUW&OXE&RPSDQ\/LPLWHGtVUHJLVWHUHGFDSLWDOE\%WPLOOLRQWR%WPLOOLRQWRILQDQFHWKHLQYHVWPHQW in True Coffee shops inside the projects’ clubs. w $FTXLUHFDSLWDOLQFUHDVHVKDUHVRI'DLGRPRQ*URXS3XEOLF&RPSDQ\/LPLWHGRIIHUHGWKURXJKDSULYDWHSODFHPHQWDQG tender for the remaining shares through a mandatory tender offer. w 'LVSRVHDOOVKDUHVKHOGLQ&HQWUHSRLQW6KRSSLQJ0DOO&RPSDQ\/LPLWHGWR'DLGRPRQ*URXS3XEOLF&RPSDQ\/LPLWHGDWWKH price of Bt400.2 million. We Retail paid for the shares through its capital-increase shares.(Renamed to We Retail Plc.) 2012 : w Invest in Japan through subsidiary Property Perfect International Pte Ltd (PPI), which bought 69.01% shares in Share Group Co.,Ltd. (SG) (Renamed to Kiroro Resort Holdings.) and its assets, Kiroro Resort on Hokkaido Island. The assets cover a 292-rai land plot, 2 hotel buildings with 422 rooms, hotel fixtures, and ski equipment. w 3D\DQDGGLWLRQDOVXPIRU8 ,&RQVWUXFWLRQ%DQJNRN&R/WGZRUWK%WDVKDUHIRUQHZVKDUHVZKLFKUDLVHGWKHZKROO\ owned subsidiary’s capital to Bt100 million. w $SSURYHWKHSXUFKDVHVKDUHVRI:H5HWDLO3XEOLF&RPSDQ\/LPLWHGDVXEVLGLDU\RIIHUHGDW%WDSLHFHRU a total of Bt400,303,226.40. The new shares boosted the Company’s stake in We Retail to 727,824,048 shares or 91.05%.

12 2013 : w 7KH%RDUGRI'LUHFWRUVUHVROYHGWRUHSXUFKDVHDOOKRXVHVVROGWR3URSHUW\3HUIHFW)XQGDWWKHSULFHRI%WPLOOLRQ3URSHUW\ Perfect Fund was dissolved in March. w (VWDEOLVKDZKROO\RZQHGVXEVLGLDU\&KLDQJPDL'HYHORSPHQW&RPSDQ\/LPLWHGZLWKWKHUHJLVWHUHGDQGSDLGFDSLWDORI%W million, consisting of 2 million shares at Bt100 par value.,the company holds 100%. w 6XEVFULEHWR:H5HWDLO3XEOLF&RPSDQ\/LPLWHGtVFDSLWDOLQFUHDVHVKDUHVWRPDLQWDLQWKHVKDUHKROGLQJUDWLR([LVWLQJVKDUHKROGHUV were offered 5 new shares for every 8 existing shares, at Bt1.10 apiece, or a total of Bt500.4 million. The company’s shareholding ratio is 93.31% w ,QFUHDVHWKHUHJLVWHUHGFDSLWDORI8QLORIW6HUYLFH&R/WGDVXEVLGLDU\E\%WPLOOLRQIURP%W SDLGXS 7ZHQW\ five per cent of new capital is paid up, or Bt1.225 million. The current paid-up capital is Bt1.325 million. w %X\DOOVKDUHVRI0DUL\D6WXII&RPSDQ\/LPLWHGZKLFKRZQVWKHOHDVLQJULJKWRQDODQGLQ%DQJ.DSLDW%WPLOOLRQ This turns Mariya which was later renamed to Ramintra Mall Co.,Ltd. into a subsidiary. w (VWDEOLVKDQGFRLQYHVWLQ8QLORIW3URSHUW\)XQGZKLFKZDVWUDQVIHUUHGDGRUPLWRU\EXLOGLQJQHDU0DKLGRO8QLYHUVLW\ Salaya Campus. The fund was registered with Bt515 million in capital, consisting 51.5 million shares at Bt10 par value. 2014 : w :H5HWDLO&R/WGUHGXFHGWKHFDSLWDOIURP%W FRPPRQVKDUHVDW%WSDUYDOXH WR Bt1,330,912,499.70, by lowering the par value from Bt5 to Bt1.05. Through the reduced capital worth Bt5,006,766,070.30, We Retail’s share loss and accumulated losses were cleared. Then, the capital was raised from Bt1,330,912,499.70 to Bt4,761,824,999.40 (4,535,071,428 shares at Bt1.05 par value). w 3URSHUW\3HUIHFW,QWHUQDWLRQDOFRQYHUWHGORDQWR6KDUH*URXSWRHTXLW\E\VXEVFULELQJWRQHZVKDUHVDW 5,000,000 1py a share or a total of 500 million yen. Share Group then used the proceeds to repay a loan to Property Perfect International. Property Perfect International now owns 95.61% in Share Group, which was renamed to Kiroro Resort Holdings in November 2014. w 6KDUHKROGHUVDWWKHH[WUDRUGLQDU\PHHWLQJRQ-XO\DSSURYHGWKHWKHSODQWRWDNHRYHU7KDL3URSHUW\ and Grand Asset. The shareholders also approved related activities like the issuance and allocation of new shares to Thai Property and Grand Asset’s shareholders who agree to the acquisition plan. w 5DLVHWKHUHJLVWHUHGFDSLWDOLQ3HUIHFW6SRUW&OXE&R/WGE\%WPLOOLRQWR%WPLOOLRQ+DOIRILWLVSDLGXS w 2Q1RYHPEHUWKH%RDUGRI'LUHFWRUVDSSURYHGWKHGLYHVWPHQWRIDOOVKDUHVLQ.UXQJWKHS/DQGWR*ROGHQ/DQG Property Development Public Company Limited. The decision is pending for the approval of Golden Land’s shareholders who convened on 9 December 2014.

13 ANNUAL REPORT 2014

Shareholding structure The Company and subsidiaries operate property development business, with a focus on housing estates and condominium development primarily in Bangkok and peripheral provinces. The subsidiaries and associated companies operate in four businesses: property development, construction, retail and services. The structure as of 31 December 2014 is as follows:

Real Estate Development Construction Business Retail Business Unit Services-Oriented units Units Units

100.00% 100.00% Property Perfect Public 93.31% U&I Construction Bangkok We Retail Plc. Perfect Sport Club Co., Ltd.* Company Limited Co., Ltd.

100.00% 100.00% 100.00% 51.00% Centrepoint Shopping Mall Estate Perfect Co., Ltd. Perfect Prefab Co., Ltd. Uniloft Service (Thailand) Co., Ltd. Co., Ltd.

100.00% 100.00% Bright Development Ramintral Mall Co., Ltd. Co., Ltd. Formaly Named Mariya Stuff

100.00% Residence Number Nine Co., Ltd.

100.00% Chiang Mai Development Co., Ltd.

100.00% 95.60% 100.00% 19.52% Property Perfect Kiroro Resort Holding Kabushiki Kaisha Kiroro Uniloft Property Fund ** International (Formerly known as Share Group) Associates Co., Ltd.

Note: * Previously called Perfect Satellite Services ** Shareholding ratio as of 4 November 2014

The company’s investment in subsidiaries and affiliates can be put into 4 main categories as Real Estate Development , Construction Business Units and Services ,Retail Business Unit and Service-Oriented Units.

14 Property Development Units The company and subsidiaries are mainly involved with the property development for sale. The projects involve the development of single detached houses, townhouses, and condominiums. Details are as follows;

Property Perfect Public Company Limited (“The Company”) Developing housing estates, town house and condominiums. As of 31 December 2014, a total of 48 projects are under development with outstanding value of Bt32,091 million. (Additional information on the projects of the Company and subsidiaries are in Graphic: Projects by Type)

Estate Perfect Co., Ltd. (Subsidiary) Estate Perfect Company Limited, (“Estate”) is located at 100/1 Varasombat Bldg., Floor 17th, Rama IX Road, Huay Khwang, Bangkok. It was established in 1994, to develop single houses,duplex house and townhouses, with focus on potential locations. Estate is now capitalized at Bt1,200 million, following the Board of Directors’ resolution in January 2010 to raise the capital from Bt1,000 million to Bt1,200 million, the company then issued 20,000,000 new shares at Bt10 par while the paid-up capital totaled Bt1,200 million. The company now owns 100% of Estate. As of 31 December 2014, Sale of Estate’s 7 projects is underway, and the remaining value of the unsold units is Bt5,257 million. ((Additional information on the projects of the Company and subsidiaries are in Graphic: Projects by Type) As of 31 January 2015 Estate’s 4 directors are: Name Position 1.Mr.Wicharn Siriwetwarawut Director 2.Miss Sirirat Wongwattana Director 3.Mr.Wason Srirattanapong Director 4. Mr.Krittapas Pongpakawat Director

Bright Development Bangkok Co., Ltd. (Subsidiary) Bright Development Bangkok Co.,Ltd. (“Bright”) is Located at 100/1 Vorasombat Building (17th flr), Rama IX Road, Huay Kwang, Bangkok, Bright Development was established on 2007 for condominium development. Bright Development is capitalized at Bt1 million . In December 2009, Bright raised the registered capital to Bt500 million. The Company subscribed to all new shares to maintain the 100% ownership. In February 2011, Bright resolved to raise the capital from Bt500 million to Bt1,000 million, all paid up. The company holds 100% in Bright.

15 ANNUAL REPORT 2014

Aside from its focus to develop condominiums under “iCONDO” brand, Bright embarked on the project to develop premium dormitories, specifically for students, under “Uniloft” brand. The project to create “extraordinary campus living” experience focuses on famous universities. At present, it is developing two Uniloft projects which are valued at Bt1,000 million – Uniloft near Chiangmai University in Chiang Mai and Uniloft near Mahidol University in Salaya, Nakhon Pathom. In 2013, the company sold the Uniloft Salaya project to a property fund and plans to sell the Uniloft Chiang Mai project to a property fund in the future. On 31 December 2014, Bright planned 10 condominium projects and,the remaining value of unsold units is Bt4,884million. (Additional information on the projects of the Company and subsidiaries are in Graphic: Projects by Type) Researches showed a significant growth in residential demand near educational campuses. Bright plans to launch 2 condominium projects, iCondo Bangna and iCondo Salaya, with combined value of Bt2,310 million. As of 31 January 2015,Bright’s 4 directors are; Name Position 1.Mr.Pornswat Katechulasriroj Director 2.Miss Sirirat Wongwattana Director 3.Mr.Sumeth Suwajanakorn Director 4.Mr.Nantachart Kliebphipat Director

Residence Number Nine Company Limited (Subsidiary) Residence Number Nine Company Limited (“Residence”) is located at 100/1 Vorasombat Building (17th flr), Rama IX Road, Huay Kwang, Bangkok, is capitalized at Bt1,000 million with 10 million shares at Bt100 par value. Owned 100% by the company, The subsidiary is tasked to develop low-rise small-scale housing projects in potential locations. Its target groups are new families, looking for single houses and townhouses valued between Bt1.7-Bt3 million. Established in 2008 and In January 2010, Residence becomes a subsidiary as the company. It is capitalized at Bt1,000 million or 100% from old shareholders at Bt507 million. Residence’s original shareholders had no connection with the company or the transaction. Residence was taken over as the company planned to develop single houses and townhouses on a 170-rai plot in Bang Buathong, Nonthaburi, which is the only piece of asset of Residence. As of 31 December 2014, Residence’s 4 projects are now marketed, The remaining value of unsold units is Bt2,727 million. (Additional information on the projects of the Company and subsidiaries are in Graphic: Projects by Type) In 2014, Residence expands its business to Chiang Mai province, lured by its potential and increasing residential demand. The project, under the “Perfect Place” brand, is valued at Bt950 million. As of 31 January 2015, Residence’s 4 directors are: Name Position 1.Mr.Wicharn Siriwetwarawut Director 2.Miss Sirirat Wongwattana Director 3.Mr.Sanpetch Sukkasem Director 4.Mr.Pornchai Ketlek Director

16 Chiangmai Development Company Limited (Subsidiary) Chiangmai Development Company Limited (“Chiangmai”) is located at 100/1 Vorasombat Building (17th fl.), Rama IX Road, Huay Kwang, Bangkok. It is registered with Bt200 million ,capital 2 million shares at Bt100 par value. The company holds 100% in the subsidiary.

Established on 21 February 2013 with fully paid-up capital of Bt200 million, the subsidiary is tasked to expand the company’s residential development business. Its focus is on low-rise development in Chiang Mai province. The subsidiary has not yet launched any project. As of 31 January 2015, Chiangmai’s 3 directors are: Name Position 1.Mr.Wongsakorn Prasitvipat Director 2.Miss Sirirat Wongwattana Director 3.Mr.Wasan Srirattanapong Director

Property Perfect International Pte.Ltd. (Subsidiary) Property Perfect International Pte.Ltd. (PPI), located at 1 Raffles Place, #28-02 One Raffles Place, Singapore 048616, established on 12 July 2012, has paid-up capital of 1 Singapore dollar. Owned 100% by the Company, PPI will invest in overseas property development business. At the 4/2012 meeting on 27 August 2012, the Board of Directors approved PPI’s investment in Kiroro Resort Holdings‘s common shares. Established in Japan, Kiroro Resort Holdings operates a property development and hotel businesses in Japan. The 8,200 capital-increase shares were bought at 9,033 yen apiece or a total of 74.1 million yen , approximately Bt30 million (at the exchange rate of 100 yen for Bt40.50). PPI also bought 3,200 shares from Kiroro Resort Holdings‘s existing shareholders at the same price for a total of 28.9 million yen, approximately Bt11.7 million. The 11,400 shares cost totally Bt41.7 million. In March 2014, Kiroro Resort Holdings raised capital by another 500 million yen. The 100,000 new shares at par value of 5,000 yen apiece were offered to PPI. PPT’s total shareholding Kiroro Resort Holdings has risen to 95.61%.

PPI’s 4 directors are: Name Position 1.Mr.Bhichai Rattakul Chairman 2.Dr.Tawatchai Nakata Director 3. Mr.Chainid Adhyanasakul Director 4.Miss. Chong Weiyi Director

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Kiroro Resort Holdings Company Limited (Renamed from Share Group Company Limited) is a subsidiary of Property Perfect International Pte. Ltd.) Kiroro Resort Holdings (Renamed from Share Group Since November 2014), located at 30-3, Sarugaku-cho, Shibuya-ku, Tokyo, Japan, is incorporated under the Japanese law for the investment in property development and hotel business. At the 4/2012 meeting on 27 August 2012, the Board of Directors approved Kiroro Resort Holdings ‘s investment in all shares of and loan claims against Kabushiki Kaisha Kiroro Associates Company Limited, from Mitsui Fudosan Resort Company Limited. The 100% shares were bought at the cost of 1 yen, or approximately Bt0.4050 (at the exchange rate of 100 yen for Bt40.50) . Kiroro Resort Holdings will also take over the claim on a loan to Kabushiki Kaisha Kiroro Associates from Mitsui Fudosan Company Limited. The loan is valued at 1300.6 million yen: it is worth Bt526.7 million yen. The claim is valued at 160,000,000 yen or Bt64.8million,The Board also approved Kiroro Resort Holdings’ purchase of Kiroro Resort from Mitsui Fudosan Resort for about 1,039.99 million yen or Bt425.2 million,tolal Bt1,200 million or 4 Bt 490 million. Kiroro Resort is a ski resort on Hokkaido, Japan, owning a 292-rai land plot, 2 hotels- 422-room (with average 60% occupancy rate), and ski equipment. Plus transfer taxes of about 700 million yen or Bt280 million, the purchase cost a total of approximately 1,900 million yen or Bt770 million.

In March 2014, the Board of Directors acknowledged Kiroro Resort Holdings’ capital increase by 500 million yen (100,000 shares at 5,000 yen apiece). The new shares were offered to Property Perfect International to settle a loan from Property Perfect International. Property Perfect International’s shareholding Kiroro Resort Holdings thus increased to 95.61%.

Kiroro Resort Holdings’ paid-up capital stands at 752,173,640 yen, consisting of 116,520 common shares.

18 Kiroro Resort Holdings’ 8 directors are: Name Position 1.Mr.Bhichai Rattakul Chairman 2. Dr.Tawatchai Nakata Director 3. Mr.Chainid Adhyanasakul Director 4.Mr.Jesd Jesdpiyawong Director 5.Mr.Hajime Mori Director 6.Mr.Seiichi Mizuno Director 7.Mr.Yochiro Itto Director 8.Mr. Aso Morito Director

Kabushiki Kaisha Kiroro Associates Company Limited (KA), subsidiary of Kiroro Resort Holdings Kabushiki Kaisha Kiroro Associates Company Limited (KA) is located at 128-1, Tokiwa, Akaigawa-mura, Yoichigun, Hokkaido, Japan, is incorporated under the Japanese law for the investment in hotel management. Its registered capital is 60 million yen or 610 common shares. After reorganized investment by Share Group Company Limited (SG) (Detail of Share Group as above), its ownership rises to . 100%. Kabushiki Kaisha Kiroro Associates’ 4 directors are: Name Position 1.Mr.Chainid Adhyanasakul Director 2. Dr.Tawatchai Nakata Director 3.Mr. Hajime Mori Director 4.Mr.Methee Tanmanatrakul Director

Uniloft Property Fund In October 2013, Bright Development Bangkok Company Limited, a wholly-owned subsidiary of the Company, sold Uniloft Salaya, located in Tambon Salaya, Buddhamondhol district, Nakhon Pathom, to Uniloft Proprty Fund for Bt514 million. The property fund was managed by One Asset Management Company Limited. Detail of the sold asset is as follows: (1) Title deed No. 15781 (2) Uniloft Salaya building (3) Infrastructure, engineering system, furniture, and relevant materials necessary for the project Uniloft Property Fund is an non-redeemable, open-ended fund. Registered with Bt515 million in capital, with 51,500,000 shares at Bt10 apiece, the fund was listed on the Stock Exchange of Thailand on 14 November 2013. The Company invested in 10,051,200 units of the fund at Bt10 par value for the total value of Bt100,512,000 or 19.52% of all shares. (Data as of 4 November 2014)

19 ANNUAL REPORT 2014

Construction Business Unit U & I Construction Bangkok Company Limited U & I Construction Bangkok Company Limited (“U & I”), is located at 100/89 Vongvanich Building Floor 27th , Rama IX Road, Huay Kwang, Bankgok. Established in April 2011, it has Bt100 million in registered capital, consisting 1 million shares or Bt100 par value. Owning 100%, the Company initially paid 50% of the capital and paid the remaining half in November 2012. Paid-up capital is now Bt100 million. U & I’s main objective is to offer services to construct single houses, duplex houses, townhouses and condominiums for the company and subsidiaries. As it will be securing direct contracts from the group, this will promise construction flexibility for the group and allow the company a better management on supply chain. The company also selected sub- contractors to control the construction cost and construction period, as well as ensure effective control on the construction volume and quality. As of 31 December 2014, WU & I’s 3 directors are; Name Position 1. Mr. Manit Yukkasemwong Director 2. Mr. Sombat Bovornsombat Director 3. Mr. Krittapas Pongpakawat Director Perfect Prefab Company Limited Perfect Prefab Company Limited (“Perfect Prefab”) is located at 100/1 Vorasombat Building Floor 10th, Rama IX Road, Huay Kwang, Bangkok. Established in June 2011, it has Bt10 million in registered capital, with Bt2.5 million paid-up. The company owns 51% in Perfect Prefab, and the rest is held by Center of Standard Precast Company Limited – which has experience in this business and has supplied prefab materials to the group for over 5 years owns 49% in the company. The partner has no connection whatsoever with the company. The company established to manufacturer and install prefab structures, which are parts of single houses, townhouses and project fences, as well as condominiums. The automated production system is to ensure no effect from labor shortage. The company expects to benefit from the joint venture’s prefab technology. It now manufactures prefab materials for the Company’s projects, with the capacity to supply materials for the construction of 500 housing units per year.

As of 31 January 2015, Perfect Prefab’s 5 directors are; Name Position 1.Mr.Wicharn Siriwetwarawut Director 2.Dr. Vorasak Chakrapiyanant Director 3.Mr. Vichaya Watananukit Director 4.Mr. Phuwit Phaengsuk Director 5.Mr. Kongsak Kaewsuriyathamrong Director As of 11 March 2015, the company add 2 new directors ,Mr. Prakit krissadapong and Mr.rungroj Singhthabadkij,director are; Name Position 1.Mr.Wicharn Siriwetwarawut Director 2.Dr. Vorasak Chakrapiyanant Director 20 3.Mr.Prakit Krissadapong Director 4. Mr.Rungroj Singhthabadkij Director 5.Mr. Vichaya Watananukit Director 6.Mr. Phuwit Phaengsuk Director 7.Mr. Kongsak Kaewsuriyathamrong Director

Retail Business unit We Retail Public Company Limited (Subsidiary) We Retail Public Company Limited (“We Retail”) is located at 100/1 Vorasombat Building Floor 17th , Rama IX Road, Huay Kwang, Bangkok. Formerly named Daidomon Group Public Company Limited (“Daidomon “) , It was incorporated accordingly to the Civil and Commercial Code on 9 October 1990 and was registered as a public company on 27 April 2001. On 18 October 2011, shareholders at the 1/2011 extraordinary meeting approved the liquidation of the restaurant business, the primary business, and the “Daidomon” trademark to Hot Pot Public Company Limited. On 15 December 2011, the subsidiary completed the liquidation. On 16 December 2011, We Retail acquired the 99.99% stake of Centrepoint Shopping Mall Company Limited (“Centrepoint”), which develops shopping malls, office buildings and commercial space, from the company. It was renamed to We Retail Public Company Limited on 29 November 2011 The company owns 93.31% of total issued shares. With registered capital of Bt4,761.8 million Baht with 1,330.9 million Baht paid up, consisting 1,267,535,714 shares or Bt 1.05 par value. We Retail is carrying out the development of two community malls in the West and East of Bangkok. The malls, namely Metro West Town and Metro East Town, are expected to commence operations late 2014 and early 2015, respectively. We Retail’s 7 directors are; Name Position 1. Dr.Tawatchai Nakhata Chairman 2.Mr.Chainid Adhyanasakul Director, Deputy Chairman and Act for Chief Execetive Offiec 3.Mr.Pramote Rermyindee Director 4 Mr.Kampol Tatiyakawee Director 5. Mr.Cherdsak Kookiatnunt Independent Director, Chairman of Audit Committee 6.Mr.Chaiyakorn Boonlop Independent Director, Audit Committee 7.Mr.Boonliam Luangnakthongdee Independent Director, Audit Committee

Centrepoint Shopping Mall Company Limited (Subsidiary of We Retail Plc.) Centrepoint Shopping Mall Co.,Ltd.is located at 100/1 Vorasombat Building 17th fl., Rama IX Road, Huay Kwang, Bangkok. Established in December 2007 . Centrepoint focuses on commercial development like shopping malls and rental office building.

In September 2011, the Board approved the sell-out of all 5 million shares in Centrepoint Shopping Mall Co.,Ltd.to Daidomon Group Public Company Limited worth Bt400.20 million on 16 December 2011, turning Centrepoint Shopping Mall Co.,Ltd.into a subsidiary of Daidomon Group. In return, Daidomon Group issued shares accounting for 88.06% to the Company. (Centrepoint Shopping Mall Co.,Ltd. was renamed to We Retail Public Company Limited on 24 November 2011). Centrepoint Shopping 21 ANNUAL REPORT 2014

Mall Co.,Ltd. owns the leasing rights of a some of a land plot on the east side of Ratchadapisek Road, planned for the development of a closed shopping mall and an office building. In August 2012, it won the leasing right for an opposite land plot on the west side of Ratchadapisek Road, which is planned for the development of a closed shopping mall.Centrepoint Shopping Mall Co.,Ltd. is now developing “Bangkok Midtown” (Phase 1), a closed shopping mall

Centrepoint Shopping Mall Co.,Ltd. is now developing “Bangkok Midtown” (Phase 1), a closed shopping mall on the west side of Ratchadapisek Road. The mall is built on a land plot sub-leased earlier. The closed 8-floor community mall has 150,000 sqm in space. The mall houses various fashion, cloth, and lifestyle products shops, restaurants, bank offices and etc. It is expected to open its doors within 2016. As of 31 December 2014,Centrepoint Shopping Mall Co.,Ltd.’s 5 directors are: Name Position 1. Mr.Chainid Adhyanasakul Director 2. Mr.Pramote Remyindee Director 3.Mr.Wongsakorn Prasitvipat Director 4. Mr.Pornswat Katechulasriroj Director 5. Ms.Wilawan Luangnakthongdee Director Note : Ms.Wilawan Luangnakthongdee replacing Ms.Supee Reodecha who resigned on 31 Jan 2015. Ram Intra Mall Company Limited (Formery Known as Mariya Stuff Company Limited )(Subsidiary) Ram Intra Mall was established in 2004 as Mariya Stuff. In August 2013, the Company bought all 100% shares of Mariya Stuff from its shareholders for Bt350 million. Mariya Stuff’s old shareholders had no connection with the Company. Through the purchase, the Company took control of the lease rights over a 34-rai land plot in Tambon Bueng Kum, Bang Kapi district, Bangkok. The 30-year lease period started from 9 April 2013 to 31 March 2043. The land is planned to house a shopping mall, which is being studied.

In August 2014, Mariya Stuff extended the lease by another 3 years (1 April 2043 through 31 March 2046). It was renamed to Ram Intra Mall in September. Ram Intra Mall is located at 100/1 Vorasombat Building (17th fl.), Rama IX Road, Huay Kwang, Bangkok. It is registered with Bt350 million capital (3,500,000 shares at Bt100 par value). The company holds 100% in the subsidiary. Ram Intra Mall Co., Ltd.’s 2 directors are: Name Position 1. Mr.Chainid Adhyanasakul Director 2. Mr.Pramote Remyindee Director

22 Services-oriented units Perfect Sport Club Company Limited (subsidiary) Perfect Sport Club Company Limited (“Perfect sport Club”) is located at 100/52 Vongvanich B Building (19th fl.), Rama IX Road, Huay Kwang, Bangkok, was established in February 2003. it was capitalized at Bt1 million. In September 2011, The Company resolved to raise the registered capital by Bt4,000,000 to Bt5,000,000, through the issuance of 40,000 new shares at Bt100 par value. The capital is fully paid-up and 100% owned by the Company. It later raised capital by Bt45 million to Bt50 million, with Bt20 million paid-up. As of 15 September 2014, the paid-up capital is Bt25 million. The Company owns 100%. Formerly called Perfect Satellite Services Company Limited, Perfect Sport Club operates fitness clubs and sport clubs of the group. At present, 16 sport clubs exist. Perfect Sport Club ’s 5 directors are: Name Position 1.Mr. Phairat Senachak Director 2.Mr. Nantachart Kiebpipat Director 3.Mr. Krittapas Pongpakawat Director 4.Mr.Wasan Srirattanapong Director 5.Mr. Saranyu Adhyanasakul Director

Uniloft Service (Thailand) Company Limited (Subsidiary) Uniloft Service (Thailand) Company Limited (“Uniloft Service”) is located at 100/1 Vorasombat Building Floor 17th , Rama IX Road, Huay Kwang, Bangkok. Established in July 2011, it has Bt100,000 in registered capital. It is 100% owned by the company. In August 2013, the registered capital was raised to Bt5,000,000 and 25% of the capital increase or Bt1,225,000, has paid-up capital of Bt.1,325,000 . Uniloft Service Co., Ltd. operates a serviced apartment and management services for the group’s real estate projects. Uniloft’s 5 Directors are: Name Position 1.Mr.Saranyu Adhyanasakul Director 2.Mr. Cherdsak Kukiatnunt Director 3.Mr.Prathompob Intr-Bumrong Director 4.Mr.Natthaphon Sueb-Am Director 5.Mr.James Stevenson Worboys Director

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Group structure after the acquisitions of Thai Property and Grand Asset

On 29 July 2014, the Company’s shareholders at the 1/2014 extraordinary meeting approved the tender offer for all shares in Thai Property and the tender offer for all shares in Grand Asset under the Chain Principle. The tender offer is conditional: when the tender period ends, shareholders of Thai Property must offer to sell at least 75% of outstanding shares. If the condition is met, the Company will pay for the shares with capital-increase shares at the ratio of 1 share of Thai Property for 0.5 share or with cash worth Bt0.57 per share. For the shares offered by Grand Asset shareholders, the Company will offer 1.149123 share for every share of Grand Asset or cash worth Bt1.31 per share. At the meeting, the shareholders approved the Company’s plan to raise the registered capital from Bt5,960,980,722 (5,960,980,722 shares at Bt1 par value) to Bt10,737,610,610, by issuing 4,776,629,888 new shares at Bt1 par value. The new shares will be issued to complete the acquisitions.

24 Post-acquisition business structure

Thai Property ’s The company’s Grand Asset’s Sharesholders Shareholders Shareholders

Company

75%

Thai Property Plc. Real Estate Retail Business Unit Services- Construction Development Units Oriented units Business Units

99.99% 99.99% 99.99%

Metro1/ PED2/ Scenery Peak3/

40.62%* 4% Note : The Company will hold 40.62% in Grand Asset: 7.5% direct shareholding through Thai Property Grand Asset Plc and 33.12%% indirectly through Metro.

1/ Metro Premier Holding Public Company Limited 2/ Pacific Asset Estate Development Company Limited 3/ Scenery Peak Company Limited

Post-acquisition operations

After the acquisitions are complete, the Company plans to reorganize the group business structure. While the Company will be the core in the low-rise and high-rise property development business, We Retail will lead the retail and rental office development business. Grand Asset will lead in the hotel development and management business, to take care of existing projects and future projects. The clear business segmentation will streamline the operations of the group and build capacity of the management and staff through knowledge transfer. The business groups are the areas that the group has been proficient in. Under the new structure, all business units will be allowed to demonstrate their positive potential, to create maximum interests to the organization which is the main purpose of the acquisitions. the acquisitions.

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MANAGEMENT STRUCTURE

The company’s management structure contains one board of directors and four subcommittees. They are directors, Audit Committee, Nomination Committee and Remuneration Committee, Risk Management Committee and Executive Board. Details are as follows:

1. The Board of Directors As of 31 December 2014, the board consists of 12 directors as follow: Meeting Meeting allowances of of the the of the company’s company’s No. Name Title board board 1 Dr.Tawatchai Nakhata Chairman 7 7 2 Mr.Virayuk Puntupetch Deputy Chairman and Independent Director 7 7 3 Mr.Chainid Adhyanasakul Director and Chief Executive Officer 7 7 4 Mr.Phairat Senachack Director 7 7 5 Mr.Vidhya Nativivat Director 7 7 6 Ms.Sirirat Wongwattana Director 7 7 7 Mr.Ooi Boon Aun Director 7 6 Director / Independent Director and Audit 8 Dr.Somsak Toruksa Committee 7 6 Director / Independent Director and Audit 9 Dr. Thamnoon Ananthothai Committee 7 4 10 Mrs.Nuanual Swasdikula-Na-Ayudhaya Director / Independent Director 7 7 11 Mr.Krish Follett Director / Independent Director and 7 7 12 Prof.Dr.Suchatvee Suwansawat Director / Independent Director 7 2 With Mr. Pramote Rermyindee as secretary of the board 7 7

Note: * Prof.Dr. Mr.Suchatvee Suwansawat Appointed in accordance with a resolution of the company’s Board of Directors 4/2014 on 16 June 2014 replace Mr.Anuwat Maytheewibulwut who resigned as director and independent director on 15 February 2014, citing other binding duties that prohibited the service.

26 Authorised directors Authorized signatory directors are1) Dr.Tawatchai Nakhata and Mr. Chainid Adhyanasakul are duly authorized to sign documents and affix the company’s seal.2) Any one of the following directors - Dr.Tawatchai Nakhata or Mr. Chainid Adhyanasakul - is authorized to co-sign documents with one the these directors - Mr. Phairat Senachack or Miss Sirirat Wongwattana – and affix the company’s seal. 3) Dr. Tawatchai Nakhata or Mr. Chainid Adhyanasakul or Mr. Phairat Senachack or Ms. Sirirat Wongwattana can sign and affix the company’s seal on the matters involving;

(1) Commerce Ministry and related units (2) Revenue Department and related units (3) Lands Department and related units (4) Department of Public Works and Town & Country Planning and related units (5) Bangkok Metropolitan Administration, Pattaya City and related units (6) Municipality, provincial administrative organizations and tambon administration organizations (7) Government agencies, or state enterprises or private organizations involved in the provision of water,electricity, telephone, postal and internet services, which are to approve service transfers, down payments settlement, down payment return, and down payment transfers.

The shareholders meeting or the Board can identify the directors with the authority to sign and affix the company’s seal. Board of Directors’ authority and scope of responsibility The Board of Directors is authorized to make decisions and ensure that the company’s operations follow the objectives, regulations, shareholders’ resolutions and legal conditions. Its authority does not cover the decisions which must be approved by shareholders as prescribed by the Securities and Exchange Commission and the Stock Exchange of Thailand. Under the company’s regulations, the Board of Directors is authorized to appoint the executive board which will monitor the daily operations of the company under the guidelines and budget approved by the Board of Directors and handle other tasks bestowed by the Board of Directors. The executive board can approve the decisions within its power granted by the Board of Directors or have to propose the issues beyond its power for the Board of Directors’ consideration. The regulations also empower the Board of Directors to appoint other officers or other working committees to assist the executive board.

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2. Audit Committee As of 31 December 2014, the Audit Committee consists of 3 independent directors. No. Name Title 1 Mr.Krish Follett Chairman of the Audit Committee 2 Dr.Somsak Toruksa Auditing Committee 3 Dr.Thamnoon Ananthothai* Auditing Committee With Ms.Doungporn Rermyindee as the secretary. Note: * Possessing expertise in accounting (See biography of directors, executives and authorized individuals)

Audit Committee’s authority and scope of responsibility 1. Supervise the company’s operations to ensure honesty, transparency, and responsibility to shareholders. 2. Ensure that the executive board and executives handle their responsibilities in an accurate, complete and standard manner. 3. Ensure the accuracy, sufficiency, and credibility of the financial results, as well ensure the accurate and sufficient disclosure through coordination with external auditors and executives who take responsible for preparing quarterly and yearly financial statements as requested by the company’s board of directors and/or the executive board. 4. Ensure appropriate and effective internal control, through the coordination with the internal auditors and auditors. 5. Appoint the auditor and set the auditor fee, which must be approved by the shareholders and based on reliability and adequacy of human resources, audit job volume made by the audit firm and experience of staffs who are in charge of the company’s accounting audit. 6. Make sure that the company follows the legal conditions set by the Securities and Exchange Commission, the Stock Exchange of Thailand and other related agencies. 7. Prevent conflicts of interest through the inspection of the transactions of the company with connected parties and through coordination with the auditor as well as consider disclosing accurate and adequate information for connected transactions and any transactions that might cause conflicts of interest. 8. Prepare the audit committee’s report and disclose the report in the annual report, which includes at least following issues. - Opinion related to prepare the company’s financial reports and accurate and reliable information disclosure. - Opinion concerning to sufficiency of the company’s internal control system. - Reasons that the company’s auditor is appropriate for another term appointment. - Opinion to comply with the Securities and Exchange Act, the Stock Exchange of Thailand’s rules and laws relevant to the company’s business. - Other reports that should be acknowledged by shareholders and investors under scope of duty and responsibility assigned by the company’s directors. 9. Review the internal control’s reports. 10. Review the internal control’s findings. If finding or suspecting of any misconduct, or the insufficiency of the internal control, they must ask for the Board of Directors’ judgment.

28 11. Review the internal control’s inspection and the auditor’s recommendations, and follow through the improvements. 12. Authorize to examine, audit, call executive directors, executives, advisors, and accounting auditors to attend meeting to acknowledge information and seek independent opinions from other professional advisors if necessary to achieve in tasks under responsibility. 13. Perform other tasks assigned by the company’s board such as review of financial and risk management policy, and business ethics conducted by executives. The audit committee has a three-year term and it will be elected by the company’s board when their terms are ended by rotation.

3.The Nomination and Remuneration Committee The Board of Directors at the 4/2014 meeting on 16 June 2014 approved the consolidation of the Nomination Committee and Remuneration Committeem, to create a single Nomination and Remuneration Committee, effective from 17 June 2014 onwards. ) The Nomination and Remuneration Committee consisted of 3 persons as of 31 December 2014. No Name Title 1 Mr.Virayuk Puntupetch Chairman of the Nomination and Remuneration Committee 2 Mr. Vidhya Nativivat Nomination Committee 3 Mr.Ooi Boon Aun Nomination Committee With Mr. Pramote Rermyindee as secretary

Nomination Committee’s scope of authority and responsibility 1. Review the individuals who are fit to be the company’s directors and nominate the list to the board of directors and/or present the list to shareholders for official appointment. 2. In reviewing the individuals’ qualifications, the committee must consider their expertise, knowledge, ability and relevant experiences to ensure that the individuals’ qualifications would be useful for the company’s operations. Besides, the committee must consider that the nominations follow the legal framework particularly when it involves the nominations for independent directors and the audit committee members. 3. In selecting independent directors and the audit committee members, the committee must take into account; (A) The nominated individuals must hold no more than 1% of the paid-up capital of the company, affiliates or subsidiaries. The percentage is inclusive of the shareholding of related individuals - their spouses and underage children. (B) The nominated persons must not be related to the company’s executives or major shareholders. (C)The appointed persons must not have conflicts of interest, directly or indirectly, in terms of finances or management of the company and affiliates. They must not be the company’s major shareholders.

29 ANNUAL REPORT 2014

(D) The nominated persons must have no any relationship with the company and associates in ways of vested interest, or financial or management benefit at present and over the past two years before appointed as independent directors. Such relations include - Being directors who take part in the company’s management, employees, staff members, advisers who receives a regular salary, or control authorities. - Being professional service providers such as auditors, legal Consultants, financial advisors or price appraisers. - Having business relationship such as buy/sell goods, provide asset buy or sell service, give or receive financial assistance etc.

(E) In case that the nominated persons serve as independent directors of other companies in the group, they must disclose such information and remuneration received from those companies. (F) The nominated persons must not seat as any director in other listed companies in the group.

4. The appointed persons must be able to work and present their views with independence, free from the control from executives or major shareholders as well as their relatives. Director Selection Committee’s authority, duty and responsibility could not be transferred to others in a way that those who are authorized by the committee can approve transactions that might lead to conflicts of interest (as defined in the Securities and Exchange Commission’s announcement) with the company or subsidiaries, or he/she has vested interest with exception that those transactions are regarded as normal course of business with the clear scope. To present the selected persons to the board of directors, the Selection Committee must nominate only those who will fill the available director seats. Except when the committee members could not reach an agreement, they are allowed to present all the nominated names to the board for their consideration.

30 4. Risk Management Committee Risk Management Committee consisted of 4 persons as of 31 December 2014. N o . Name Title 1 Mrs.Nuanual Swasdikula-Na-Ayudhaya Chairman of Risk Management Committee 2 Mr.Boonliam Luangnakthongdee Risk Management Committee 3 Dr.Thamnoon Ananthothai Risk Management Committee 4 Mr.Chirdsak Kukiattinun Risk Management Committee With Dr.Theerathorn Tharachai as Secretary

Risk Management Committee’s scope of authority and responsibility. 1. Review and present risk management policy and acceptable risk to the company’s board for approval. 2. Supervise development and practice throughout organization to comply with risk management framework. 3. Review risk management reports to monitor important risks and proceed to ensure that the organization has sufficient and appropriate risk management. 4. Present risk of the company in overall picture, and sufficiency of internal control system to manage risk in all important aspects to the company’s board. 5. Provide suggestion about risk management to the company and revise any information concerning risk management system development. 6. Authorizes to appoint the company’s risk evaluation and monitoring working group. 7. Perform other tasks about risk management assigned by the company’s board.

5. Executive Board Executive Board contains 8 individuals, as of 31 December 2014. No. Name Title 1 Dr.Tawatchai Nakhata Chief Executive Director (Authorized Signatory Director) 2 Mr.Chainid Adhyanasakul Deputy Chief Executive Director (Authorized Signatory Director) 3 Mr.Phairat Senachack Executive Director (Authorized Signatory Directors) 4 Ms.Supee Reodecha Executive Director 5 Mr.Wicharn Siriwetwarawut Executive Director 6 Mr.Pornswat Katechulasriroj Executive Director 7 Mr.Wongsakorn Prasitvipat Executive Director 8 Ms.Sirirat Wongwattana Executive Director and Secretary (Authorized Signatory Directors)

31 ANNUAL REPORT 2014

Executive Committee’s authority and scope of responsibility*

1. Run the company’s daily operations under the guidelines set by the Board of Directors and within the scope of rules and regulations, as well as the company’s objectives and regulations. They are barred from transactions related to project opening and investment, not related to the company’s core business.

2. Appoint high-ranking executives to manage the company.

3. Set the annual budget for the Board of Directors’ approval.

4. Consider investment projects for the Board of Directors’ approval.

5. Review and approve land acquisition worth over Bt200 million but not more than Bt800 million. The amount must not exceed the sum approved by the Board. Any approved land purchase must be attached with the preliminary development plan and project feasibility, for the Board’s consideration.

6. Review and approve the transactions apart from budget plan no more than Bt 100 million.

7. Consider and approve borrowings and the financing of normal transactions. - Project financing – approved the project financing worth not over Bt1,000 million per project, excluding infrastructure guarantee - Working Captital - approved the borrowing of no more than Bt800 million for the working captital.

8. Prepare, recommend and set business strategies for the Board of Directors.

9 Consider and approve the corporate marketing and public relations plans.

10. Evaluate the company’s performance in terms of asset management and financial management to ensure efficiency and effectiveness.

11. Conduct other tasks assigned by the Board of Directors.

Notably, the executive board has no authority in handing its power to any member or others to approve a connected transaction (as prescribed by the Securities and Exchange Commission) or a transaction which could pose conflicts of interest with the company or subsidiaries with exception of approval for normal course of business transactions as policy and criteria resolved by the board of directors under the Securities and Exchange Act, and the Stock Exchange of Thailand’s regulations, announcements and instructions or rules.

Note: * Revised by Board’s resolutions at the 6/2014 meeting on 6 November 2014

32 Chief Executive Officer* Chief Executive Officer is the highest authority in the company’s management. perform duties and report operating performance to the Executive Committee, Board of Directors and shareholders as follows : 1. Set policies, direction, and strategies for the company’s business operation. 2. Set business planning, budget and authority of the company’s internal units which up to management department to seek the board’s approval. 3. Manage normal course of business activities under policies set by the company’s board, laws, conditions, regulations, memorandum of association, and the company’s rules. 4. Appointed Management Board, advisor and other directors to give advices concerning the company’s management. 5.Review and approve land acquisition worth no more than Bt500 million. The purchase must be notified to the Executive Committee, held as the Board of Directors’ resolution which would be used in the registration of rights and transactions at relevant land offices. 6. Review and approve the Transations apart from budget plan no more than Bt50 million. 7. Perform other tasks assigned by the company’s board.

Chief Executive Officer authority, duty and responsibility could not be transferred to others in a way that those who are authorized by Chief Executive Officer can approve transactions that might lead to conflicts of interest (as defined in the Securities and Exchange Commission’s announcement) with the company or the subsidiaries and affiliates, or he/ she has vested interest with exception that those transactions are regarded as normal course of business as policies and principles set by the company’s board. in compliance with laws governing securities and stock exchange, regulations, announcements, instructions or rules of the Stock Exchange of Thailand. Note: * Revised by Board’s resolutions at the 6/2014 meeting on 6 November 2014.

Executives The company’s executive team consisted of 8 members as of 31 December 2014, as defined in the Securities and Exchange Commission’s announcement No. Name Title 1 Mr. Chainid Adhyansakul Chief Executive Officer 2 Mr. Pramote Rermyindee Company Secretary 3 Mr.Wicharn Siriwetwarawut Chief Operating Officer 1 4 Mr.Pornswat Katechulasriroj Chief Operating Officer 2 5 Mr.Wongsakorn Prasitvipat Chief Business Development Officer 6 Miss Sirirat Wongwatana Chief Financial Officer 7 Mr.Surasak Vacharapongpreecha Deputy Chief Financial Officer 8 Miss Supee Reodecha* Deputy Chief Financial Officer Note: *Miss Supee Reodecha resigned from company executive on 31 January 2015.

33 ANNUAL REPORT 2014

Company Secretary In compliance with the Securities and Exchange Act BE2551’s Section 89/15, the Board of Directors must appoint the Company Secretary who will act on behalf of the company and the Board of Directors. The Board of Directors at the meeting on 11 August 2008 resolved to appoint Mr.Pramote Rermyindee as the Company Secretary.

Company Secretary’s scope of authority and responsibility 1) Preparing and keeping the following documents (A) Directors’ Register (B) Invitations to Board of Directors meetings, meeting minutes, and the Annual Reports (C) Invitations to shareholders’ meetings and minutes of the meetings 2) Keeping the connected transactions reported by directors or executives and submitting photocopies of the reports to the chairman and chairman of the Audit Committee within 7 days of receipt 3) Setting the documenting system for the following information and ensuring the complete storage of such document which must date back at least 5 years and could be retrieved for post-audit. The storing of such document covers the electronic system and others which allow the retrieval of original document. (1) Information presented at shareholders’ meetings (2) Financial statements or reports on the company’s finances and operating results or other reports which must be disclosed under the Securities and Exchange Act’s Articles 56, 57, 58 or 199. (3) The company’s opinion on shareholders’ tender offer for the company’s shares (4) Information or other reports on the company, to be released to shareholders or the general public as required by the Capital Market Supervisory Board 4) Complying with other duties to be specified by the Capital Market Supervisory Board 5) Company Secretary must carry out duties with responsibility, caution, and integrity; must comply with laws, the company’s objectives and regulations, the Board of Directors resolutions and shareholders’ resolutions; and must not act in the way that causes significant conflict of interest. 6) Carrying out duties with responsibility and caution as men with integrity would do when falling under the same situation. (1) Making decisions with full conviction and good reasons that they are for the company’s maximum benefits. (2) Acting on information honestly believed to be sufficient, and (3) Making decisions that do not create any direct or indirect conflict of interest. When the Company Secretary cannot further perform his job, the Board of Directors is required to appoint the replacement within 90 days. Ms. Sirirat Wongwattana was accordingly appointed to carry the tasks.

34 Meeting allowances of the company’s board and 4 units of subcommittees in 2014. Board of Audit Remuneration Nominating Risk Directors Committee Committee Committee Management Name Committee Dr.Tawatchai Nakhata 7 Mr.Virayuk Puntupetch * 7 1 Mr. Chainid Attayarnsakul 7 Dr.Somsak Toruksa* 6 8 2 Dr.Thamnoon Ananthothai * 4 6 8 Mr.Phairat Senachak 7 Mr.Vidhya Nativivat 7 1 2 Ms.Sirirat Wongwattana 7 Mr.Ooi Boon Aun 6 Mrs.Nuanual Swasdikula-Na-Ayudhaya * 7 2 8 Mr.Krish Follett * 7 8 1 Mr.Anuwat Maytheewibulwut * ,** Mr.Boonliam Luangnakthongdee 8 Mr.Chirdsak Kukiattinun 8 Total 7 8 1 2 8

Note: * Independent Directors ** Mr Anuwat Maytheewibulwut resigned as director and independent director on 15 February 2014, citing other binding duties that prohibited the service. Nomination and Appointment of Directors and Top Executives (1) Independent directors Independent directors’ qualifications must meet the Securities and Exchange Commission’s regulations No. Tor Jor 28/2008 on the filing and approval of new share offerings and the Stock Exchange of Thailand’s regulations on the qualification of independent directors. (2) Nomination Directors and Top Executives The nomination committee exists to nominate individuals as the company’s directors. The Selection Committee will shortlist qualified persons and submit the nominations to the Board of Directors or the shareholders meeting for the appointment. The nomination committee places the knowledge, ability and experiences on top priority in completing the nomination, as the qualifications must support the company’s operations. (As specified by the scope of authority and responsibility of the Selection Committee, in nominating company directors).

35 ANNUAL REPORT 2014

Components and appointment of directors The company’s Board of Directors contains at least 5 members and at least a half of the board members must reside in the Kingdom. In voting for directors at the shareholders meeting, one share is equivalent to one vote. Each shareholder is obliged to cast all votes for one or more persons, but they cannot ration votes for particular persons. Majority votes count in the voting. In case of equal votes, it is to be decided by chairman of the meeting. At annual shareholder meeting, one third of directors must end their term. If the number of directors cannot be divided into three portions, the number of resigned directors must be as close as the one-third ratio. Directors are barred from operating a similar business which competes against the company’s business, or being a partner of a partnership, a partner without limit in a limited partnership, or a director of any juristic body that operates in competition against the company, unless shareholders are notified of the fact before the appointment. Directors must immediately notify the company if taking any part in contracts with the company or when the holding of shares or debentures issued by the company or subsidiaries increases or decreases

36 Human Resources 1. Number of Employee At the end of 2014, the company and subsidiaries employed 890 employees. The following is the number of employees of each unit.

Division Employee (Persons) 31-DEC-14 1 Office of the Chief Executive Officer 22 2 Project Planning and Housing Marketing Division 17 3 Condominium Project Development Division 22 4 Condominium Marketing Division 23 5 Sales Management Division 81 6 Design Division 15 7 Construction Management Division - Operating Group 1 20 8 Construction Management Division - Operating Group 2 32 9 Advertising Division 14 10 Public Relations and Corporate Communication Division 10 11 Accounting Division 26 12 Internal Audit 3 13 Legal Procedure & Ownership Transfer Division 68 14 Financial & Treasury Division 22 15 Budgeting Division 6 16 Information System Division 9 17 Fund Administration & Corporate Bond Division 29 18 Investor Relations and Research Development Division 5 19 Human Resources Division 9 20 General Administration Division 22 21 Project Management Division - Zone 1 - 8 385 22 Construction Company (U & I) 50 23 Clubhouse Management Company (PSC) 6 Total 890 In the past 3 years, the company has witnessed no lawsuits regarding labor disputes.

37 ANNUAL REPORT 2014

2. Employees’ remuneration The company has in place the remuneration committee, authorised and responsible for considering the remuneration policy and payout criteria for the chief executive officer, directors and consultants. It is also setting the annual benefits, annual salary adjustment, extra salary adjustment, and other benefits for employees at all levels. The committee also considers the employment rules and work code and ensures that disciplinary actions are appropriate and fair to employees.

The employee remuneration (excluding that of executives) covers salary, bonus, welfare benefits, overtime, allowances and contribution to the provident fund. It amounted to Bt586.08 million in 2014.

3. HR Development Policy The company realizes the importance of all employees and is committed to consistent supports for the enhancement of their knowledge and skills to match their job descriptions. This is to ensure quality products to customers and standardized marketing and service quality. The human resource development policy is thus designed accordingly to the areas of work. Training is planned in line with the company’s business direction and employees’ job descriptions. The competency system has been introduced, so that employees are equipped with all knowledge and skills required for their jobs.

The HR development plan has been shaped under the policy. Training courses for employees are clearly defined. There is an analysis on training specification, to promote employees’ job competency accordingly to their job descriptions. The urgency of training in different work periods is also taken into account. The development scheme planned for employees at all levels is diverse, covering internal training, external training, and coaching.

The training program is designed in accordance with the company’s annual targets. The methods are designed to match the courses, requiring employees to take classes, practice and actually work in the respective fields under the supervisors’ guidance. On top of this is the sharing and exchanging of experiences, skills and knowledge of employees in different units. The company regularly hosts a forum where they can share experiences and notify obstacles, to define solutions as well as outline the standardized work procedure and services. These are to put in place the learning culture in the organization. In 2014, some of the enhancement programs are as follows:

1. Administrative skill enhancement The company has placed emphasis on preparing employees for the supervisory and administrative levels. Such enhancement programs are organized every year. 2. Teamwork enhancement The company sees the value of creative teamwork, within business units or across units, as this ensures efficiency of the overall operations. The Perfect Team curriculum was initiated, bringing employees from different units. Together, they got to know each other and participated in group activities, allowing the closer cross-unit relationship and harmony.

38 3. Preparation for ISO 9001:2008 Certificate Customers’ benefits have been the priority. Under the commitment to deliver quality products and services, the company is adopting international standards for the entire production process. The ISO 9001 standards will ensure that products meet customers’ demands and comply with relevant laws and regulations. Employees at all business units were trained about the standards. Staff of all relevant units received training on the quality system and operating process, in line with the goal to deliver quality products to customers. Outstanding staff is selected for additional training to undertake internal audit, tasked primarily to monitor and ensure that all units meet the specified goal. 4. Marketing skill enhancement The company plans to grow business with new projects every year. All sale employees, who directly feed information to and serve customers, are thus required to attend the training program. This is to ensure standardized and impressive services to customers. The Service Signature project, to create a unique service standard, was initiated in 2013 and will continue in 2014.

Employee Training and Competency Enhancement The company puts emphasis on training and perfectly readying all employees for their job descriptions. The activities have been rolled out consistently. They start with the orientation of the new recruits. Then, there is on-the-job training as well as training on new tools that can support their work. Employees’ competency is also enhanced, to ready them for promotion and ensure that they will be able to perform the new jobs efficiently and effectively. The courses designed for all employees can be categorized as follows: 1. Standard Course 2. Management Course 3. Team Work Course 4. Course on construction 5. Course on design 6. Course on sale 7. Course on quality 8. Course on after sales service

In 2014, 52 in-house and public training courses were organized, involving 519 attendees.

39 ANNUAL REPORT 2014

ORGANIZATION CHART Property Perfect Public Company Limited and Subsidiaries

Chief Advisor to the Board Of Directors Board of Directors

Risk management Committee Executive Committee Audit Committee

Internal Audit Chief Executive Officer(CEO)

Chief Advisor to the Board of Directors

Operating Group 1 (COO 1 ) Operating Group 2 (COO 2) Business Development Group (CBO) Chief Operating Officer Chief Operating Officer Chief Business Development Officer

Deputy Chief Operating Officer Deputy Chief Operating Deputy Chief Business Officer2 Development Officer

Assistant Chief Operating Officer Assistant Chief Operating Assistant Chief Business Officer 2 Development Officer

Construction Management Construction Management Project Planning and Division – Operating Group1 Division– Operating Group 2 Housing Marketing Division Legal Procedure & Project Management Condominium Project Ownership Transfer Division Division Zone VI Development Division Project Management Project Management Condominium Marketing Division Zone I Division Zone VII Division

Project Management U&I construction Design Division Division Zone II Bangkok Co., Ltd . Project Management Division Zone III Advertising Division

Project Management Public Relations and Corporate Division Zone IV Communication Division

Project Management Sales Management Division Division Zone V Project Management Division Zone VIII Perfect Prefab Co., Ltd.

40 Nomination and Remuneration committee

Company Secretary

Legal

Office of the Chief Executive Officer

Financial Group (CFO) Support Officer (CSO)

Chief Financial Officer Chief Support Officer

Deputy Chief Deputy Chief Financial Officer Support Officer

Assistant Chief Assistant Chief Financial Officer Support Officer

Finance & Treasury Division Information System Division

Fund Administration Accounting Division & Corporate Bond Division Investor Relations & Research Budgeting Division Development Division

Human Resources Division

General Administration Division

Uniloft Service (Thailand) Co., Ltd.

41 ANNUAL REPORT 2014

BOARD OF DIRECTORS OF THE COMPANY

4

2

1 5

1. Dr.Tawatchai Nakhata Chairman 3 Chief Executive Director 2. Mr.Chainid Adhyanasakul Chief Executive Officer Deputy Chief Executive Director 5. Mr.Vidhya Nativivat Director Director 6 3. Mr.Virayuk Puntupetch Nomination and Deputy Chairman Remuneration Committee Independent Director Chairman of Nomination and 6. Dr.Thamnoon Ananthothai Remuneration Committee Director 4. Dr.Somsak Toruksa Independent Director Director Audit Committee Independent Director Risk Management Committee Audit Committee

42 7

101 12

8

11 13

7. Mrs.Nuanual Swasdikula- 10. Mr.Ooi Boon Aun Na-Ayudhaya Director Nomination and Remuneration Director Committee 9 Independent Director Chairman of Risk Management 11. Ms.Sirirat Wongwattana Committee Director 8. Mr.Phairat Senachack Executive Director Chief Financial Officer Director Executive Director 12. Prof. Consultant of Chief Executive Officer Dr.Suchatvee Suwansawat 9. Mr.Krish Follett Director Director Independent Director Independent Director 13. Mr.Pramote Rermyinde Chairman of Audit Committee Company Secretary

43 ANNUAL REPORT 2014

BUSINESS POLICY AND OVERVIEW

Vision, Objectives, Goals and Strategies of The Company/Group Vision The company sets sight to be a leading property developer that constantly satisfies customers of all ages, communities, partners, shareholders and employees, and commitment to environmental conservation and the quality of life.

Mission 1. Create and develop modern products and services at potential locations and timely and constantly respond to new living concepts 2. Create and solidify the financial stability in response to sustainable development of the organization and stakeholders’ 3. Create and improve operational excellence through a professional team and the consistent and standardized operating system 4. Create and enhance satisfaction in products and services with the better environment and quality of life and responses to the need of clients of all ages 5. Create and grow reputation and pride through responsible and ethical operations, in recognition of the benefits and impacts on the relevant parties

44 The Company is primarily involved in developing properties for sale. The range of products cover single houses, townhouses and condominiums. The policy is in place in the administration and contractor assignments for the construction of designed products. To control the quality of construction works, The Company’s engineers and architects are dispatched to monitor the entire process. A subsidiary was established to provide construction services primarily to The Company and the group. This is on top of the assignments awarded to external construction companies, to help reduce the construction cost. More subsidiaries were also established to support the development of shopping malls, office buildings, commercial areas, investment-purpose retail business, and overseas property development. The Company’s main business goal is to deliver customers “Happy Living” home, through ethical and responsible operations which highlight responsibility to the environment, society and shareholders. The Company’s strategies are exercised to create added value, aiming to satisfy dwellers in all elements from locations, project design, home designs, standardized construction quality, sports clubs, the environment to the natural ambience. Activities are hosted at the projects for all family members, to strengthen their bonds and nurture Thai culture as reflected in activities to commemorate various festivals. Safety standards are assured, to ensure the “Happy Living” environment at all projects. The Company puts emphasis on the quality of project development; functional home designs despite sizes for maximum customer satisfaction; the creation of lake, the vast greenness with trees and naturally-designed gardens; and the clubhouses as well as other services. A team is tasked to host activities during holidays and festivals, to ensure desirable relationship among customers. The closed circuit TV covers major areas of the projects, which from the entrance are guarded 24 hours a day to assure all of the safety. All these have resulted in positive responses to The Company’s products. The Company will further its commitment towards quality projects. On offer is the accommodation at various locations that promises quality of life to all groups of customers. The Company’s products - condominium, townhouses,duplex houses and single houses - are available at the prices of Bt1 million to Bt40 million. They are located in a diverse range of areas, to reach as many as customers as possible.They are assured of satisfaction when living in any project by Property Perfect. The Company and subsidiaries are convinced that the commitment will produce the desirable quality of life and environment, which will yield good society and encourage people to do good deeds to society.

45 ANNUAL REPORT 2014

PROJECT’S INFORMATION Project of Property Perfect Plc. and Subsidiaries’ on 31 December 2014.

“Perfect Masterpiece” Brand 1. Perfect Masterpiece Rattanathibet Location Thambon Saima, Muang District , Nonthaburi Province. Developed by Property Perfect Plc. Time to Develop 2007-2019 Product SDH Total Project Value 4,879 MB. 2. Perfect Masterpiece Rangsit Location Meuang District ,Prathum Thani Province. Developed by Property Perfect Plc. Time to Develop 2011-2015 Product SDH Total Project Value 676 MB. 3. Perfect Masterpiece Ramkhamheang Location Kwang Minburi,Khet Minburi, Bangkok Developed by Property Perfect Plc. Time to Develop 2011-2015 Product SDH Total Project Value 1,214 MB. 4. Perfect Masterpiece Phase 1-3 Sukhumvit 77 Location Sukhumvit Rd.,SamutPrakarn Province. Developed by Estate Perfect Co., Ltd.. Time to Develop 2012-2015 Product SDH Total Project Value 1,494 MB. 46 “Perfect Place”Brand 5. Perfect Place Ramkhamhaeng-Suvarnabhumi 2 Location Kwang Minburi.,Khet Minburi, Bangkok Developed by Property Perfect Plc. Time to Develop 2011-2015 Product SDH Total Project Value 1,555 MB. 6. Perfect Place Ramkhamhaeng-Suvarnabhumi 2 (Private Zone) (Repurchase) Location Kwang Minburi,Khet Minburi, Bangkok Developed by Property Perfect Plc Time to Develop - Product SDH Total Project Value 112MB. 7. Perfect Place Ramkhamhaeng-Suvarnabhumi (Colonial Zone) (Repurchase) Location Kwang Minburi.,Khet Minburi, Bangkok Developed by Property Perfect Plc Time to Develop - Product SDH Total Project Value 195MB. 8. Perfect Place Rattanathibet Location Thambon Saima, Muang District , Nonthaburi Province. Developed by Property Perfect Plc. Time to Develop 2005-2015 Product SDH Total Project Value 4,717 MB. 9. Perfect Place Ratchapruek Phase 1-2 Location Tambon BangrakNoi.,Muang District, Nonthaburi Province. Developed by Property Perfect Plc. Time to Develop 2013-2015 Product SDH Total Project Value 2,567 MB. 10. Perfect Place Ratchapruek Phase 3 Location TambonBangrakNoi,Muang District, Nonthaburi Province. Developed by Property Perfect Plc. Time to Develop 2014-2015 Product SDH Total Project Value 602 MB.

47 ANNUAL REPORT 2014

11. Perfect Place Rangsit Location Meuang District, PrathumThani Province. Developed by Property Perfect Plc. Time to Develop 2011-2015 Product SDH Total Project Value 684 MB. 12. Perfect Place Chaengwattana Location Cheangwattana Rd.,PakkredDistrict, Nonthaburi Province. Developed by Property Perfect Plc. Time to Develop 2013-2016 Product SDH Total Project Value 1,296 MB. 13.Perfect Place Pattanakarn-Srinakarin Location Pattanakarn Rd.,Khet Pravet, Bangkok Developed by Property Perfect Plc. Time to Develop 2013-2015 Product SDH Total Project Value 1,109 MB. 14.Perfect Place Exclusive Zone Ratchapruek Location Tambon BangrakNoi,Muang District, Nonthaburi Province. Developed by Property Perfect Plc. Time to Develop 2014-2015 Product SDH Total Project Value 81 MB. 15.Perfect Place Sukhumvit77-Suvarnabhumi Location Khlong Rachathewa, Bang Phli District, SamutPrakarnProvince. Developed by Estate Perfect Co., Ltd. Time to Develop 2007-2015 Product SDH Total Project Value 6,354 MB. 16. Perfect Place Chiang Mai Location Tambon San Phi Sue, Muang District, Chiang Mai Province. Developed by Residence Number Nine Co., Ltd. Time to Develop 2014-2017 Product SDH Total Project Value 950 MB.

48 “Maneerin”/“Perfect Park”Brand 17.Perfect Park RamaV-Bangyai Location Tambon Bang Maenang, BangYai District, Nonthaburi Province. Developed by Property Perfect Plc. Time to Develop 2006-2017 Product SDH,DH Total Project Value 6,154 MB. 18.Perfect Park Rangsit Location Muang District ,PrathumThani Province. Developed by Property Perfect Plc. Time to Develop 2010-2015 Product SDH,DH Total Project Value 684 MB. 19.Perfect Park Suvarnabhumi Phase 1-2 Location Kwang Minburi,Khet Minburi, Bangkok Developed by Estate Perfect Co., Ltd. Time to Develop 2007-2015 Product SDH, DH Total Project Value 2,314 MB. 20. Perfect Park Bangbuatong Location TambonBangbuathong, Nonthaburi Province. Developed by Residence Number Nine Co., ltd. Time to Develop 2010-2016 Product SDH Total Project Value 1,553 MB 21.Maneerin Lake&Park Ratchapruek-Tiwanon Location Tambon Bangkoowat.,Muang District, Nonthaburi Province. Developed by Property Perfect Plc. Time to Develop 2003-2014 Product SDH,DH Total Project Value 3,093 MB.

49 ANNUAL REPORT 2014

“The Villa” /”Modi Villa”/”The Metro” Brand 22. The Villa Rattanathibet. Location Tamboon Ta-It, Pakkred District, Nonthaburi Province. Developed by Property Perfect Plc. Time to Develop 2006-2015 Product TH,DH Total Project Value 3,648 MB. 23. Modi Villa Pinklao - Outer Ring Location Tambon Salaklang, Bangkruai District Nontaburi Province. Developed by Estate Perfect Co., Ltd.. Time to Develop 2012-2016 Product TH,SDH,DH Total Project Value 1,291 MB. 24. Modi Villa Townhome Ladkrabang Location Tambon Klongluangpang,Muang District Chachoengsao Province. Developed by Residence Number Nine Co., Ltd.. Time to Develop 2012-2016 Product TH Total Project Value 941 MB. 25. Modi Villa Townhome Bangna Location Bangsaothong District , SamutPrakarn Province. Developed by Estate Perfect Co., Ltd.. Time to Develop 2013-2017 Product TH Total Project Value 1,017 MB. 26. Modi Villa Bangna Location Bangsaothong District, SamutPrakarn Province. Developed by Estate Perfect Co., Ltd.. Time to Develop 2013-2016 Product SDH,DH Total Project Value 569 MB. 27.Modi Villa Ladkrabang-Suvarnbhumi Location Tambon Klongluangpang, Muang District, Chachoengsao Province. Developed by Residence Number Nine Co., Ltd. Time to Develop 2012-2016 Product SDH,DH Total Project Value 614 MB.

50 28. Modi Villa Bangbuathong Location Tambon Bangbuathong, Nonthaburi Province. Developed by Residence Number Nine Co., Ltd. Time to Develop 2013-2016 Product TH,SDH,DH Total Project Value 1,339 MB. 29.The Metro Ramkhamheang-Outer Ring Location Khet Sapansung, Bangkok. Developed by Property Perfect Plc. Time to Develop 2013-2015 Product TH Total Project Value 52 MB. 30. The Metro Pattanakarn-Srinakarin Location Pattanakarn Rd., Khet Pravet, Bangkok. Developed by Property Perfect Plc. Time to Develop 2013-2015 Product TH Total Project Value 670 MB. “Metro Park”/ “Metro Sky” / “The Sky” Brand 31. Metro Park Sathorn Phase 1-3 Location Kwang Bangbua, Khet PhasiChareon Bangkok. Developed by Property Perfect Plc. Time to Develop 2005-2014 Product CD Total Project Value 8,000 MB. 32. The Sky Sukhumvit Location Sukhumvit Rd.,Khet Bangna, Bangkok Developed by Property Perfect Plc. Time to Develop 2012-2015 Product CD Total Project Value 3,800 MB. 33. Metro Sky PrachaChuen Location PrachaChuen Rd.,Khet Bang Sue, Bangkok Developed by Property Perfect Plc. Time to Develop 2014-2017 Product CD Total Project Value 3,500 MB.

51 ANNUAL REPORT 2014

“Metro Luxe”/ “Bella Costa” Brand 34. Metro Luxe Phaholyothin (Metro Sky Phaholyothin) Location Suthisanwinitchai Rd., Bangkok Developed by Property Perfect Plc. Time to Develop 2014-2015 Product CD Total Project Value 810 MB. 35.Metro Luxe Riverfront (Metro Riverfront) Location Rattanathibet Rd.,Muang District , Nonthaburi Province. Developed by Property Perfect Plc. Time to Develop 2014-2016 Product CD Total Project Value 1,717 MB. 36. Metro Luxe Rama IV Location Rama IV Rd.,Khet KhlongToei, Bangkok Developed by Property Perfect Plc. Time to Develop 2014-2016 Product CD Total Project Value 1,700 MB. 37. Metro Luxe Ratchada (Metro Sky Ratchada) Location Ratchadapisek Rd., Bangkok. Developed by Bright Development Bangkok Co., Ltd. Time to Develop 2014-2016 Product CD Total Project Value 1,855 MB. 38. Metro Luxe Kaset (Metro Sky Kaset) Location Praditmanutham Rd., Bangkok. Developed by Bright Development Bangkok Co., Ltd. Time to Develop 2014-2016 Product CD Total Project Value 1,600 MB. 39. Bella Costa Location Thambon PaknamPran, Pranburi District , Prachuabkirikhan Province. Developed by Property Perfect Plc. Time to Develop 2014-2015 Product CD Total Project Value 1,639 MB.

52 “iCondo” Brand 40. iCondo Ngamwongwan1 Location DuangManee Rd.,Nonthaburi Province. Developed by Bright Development Bangkok Co., Ltd. Time to Develop 2011-2014 Product CD Total Project Value 525 MB. 41. iCondo Ngamwongwan2 Location DuangManee Rd.,Nonthaburi Province. Developed by Bright Development Bangkok Co., Ltd. Time to Develop 2012-2015 Product CD Total Project Value 663 MB. 42. iCondo Sukhaphiban 2 Location Seri Thai Rd., Khet BuengKum, Bangkok Developed by Bright Development Bangkok Co., Ltd. Time to Develop 2011-2015 Product CD Total Project Value 1,011 MB. 43. iCondo Sukhumvit 105 Location Sukhumvit 105 Rd.(Soi Lasal) ,Bangkok Developed by Bright Development Bangkok Co., Ltd. Time to Develop 2011-2015 Product CD Total Project Value 2,212 MB. 44. iCondo Sukhumvit103 Location Sukhumvit 103 Rd.(Soi Udomsuk),Bangkok Developed by Bright Development Bangkok Co., Ltd. Time to Develop 2011-2015 Product CD Total Project Value 1,537 MB. 45. iCondoSalaya Location Salaya-NakornChaisri Rd.,Thambon Salaya, Phutthamonthon District ,NakornPrathom Developed by Bright Development Bangkok Co., Ltd. Time to Develop 2012-2015 Product CD Total Project Value 980 MB.

53 ANNUAL REPORT 2014

46. iCondo PhetKasem39 Location Petkasem Rd., Bangkok Developed by Bright Development Bangkok Co., Ltd. Time to Develop 2012-2015 Product CD Total Project Value 581 MB. 47. iCondo Kaset Location Prasert Manunkit Rd., Bangkok Developed by Bright Development Bangkok Co., Ltd. Time to Develop 2012-2015 Product CD Total Project Value 295 MB.

SDH = Single Detached House DH = Duplex House TH = Townhouse CD = Condominium

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1. Perfect Masterpiece Rattanathibet 21. Modi Villa Pinklao-Outer Ring 2. Perfect Masterpiece Rangsit 22. Modi Villa Bangbuatong Route of 3. Perfect Masterpiece Ramkhamhaeng 23. Modi Villa Ladkrabang Mass Rapid Transit Authority 4. Perfect Masterpiece Sukhumvit77 24. The Metro Ramkhamhaeng ÏèçÉìñè (Thammasat-Mahachai) 5. Perfect Place Ramkhamhaeng-Suvarnabhumi 2 25. The Metro Pattanakarn-Srinakarin Éìêë÷ÏèçÉìñè (Bangsue-Talingchan) 6. Perfect Place Rattanathibet 26. Metro Park Sathorn ¾ìõóòõ÷ÏäìïÉìñî (Phayathai-Suvarnabhumi) ÁäõîÄõèèñÉìñè (Lamlukka-Samutprakarn) 7. Perfect Place Ratchapruek 27. The Sky Sukhumvit ¿ïøèÉìñè (Bangsue-Hualampong-Tapra) 8. Perfect Place Rangsit 28. Metro Sky Pracha Chuen ÍøõóïèÉìñè (Bangyai-Rajburana) 9. Perfect Place Chaeng Wattana 29. Metro Luxe Paholyothin-Sutthisan Éìêë÷ÄõèèñÉìñè (Yodsae-Bangwha) 10. Perfect Place Pattanakarn-Srinakarin 30. Metro Luxe Riverfront ÌõäñêèÉìñè (Talingchan-Minburi) ÍìñîÉìñè (Khaerai-Minburi) 11. Perfect Place Sukhumvit77-Suvarnabhumi 31. Metro Luxe Rama 4 ÖèïïòúÉìñè (Ladprao-Samrong) 12. Perfect Park Rama V-Bangyai 32. Metro Luxe Rachada 13. Perfect Park Rangsit 33. Metro Luxe Kaset 14. Perfect Park Suvarnabhumi 34. iCondo Ngamwongwan 15. Perfect Park Bangbuatong 35. iCondo Ngamwongwan 2 16. Maneerin Lake&Park Ratchapruek-Tiwanon 36. iCondo Sukaphiban 2 17. The Villa Rattanathibet 37. iCondo Sukhumvit 105 18. Modi Villa Townhome Ladkrabang 38. iCondo Sukhumvit 103 19. Modi Villa Townhome Bangna 39. iCondo Kaset 20. Modi Villa Bangna 40. iCondo Petchkasem 39 41. iCondo Salaya 55 ANNUAL REPORT 2014

Products and Services

The company and subsidiaries are developing property projects under a variety of brands, to satisfy various needs of different target groups and to offer products at a wide price range. The projects are primarily in prime locations in Bangkok and peripheral provinces, located along mass transit routes and community areas near universities.There are also projects in high-potential provinces like Prachuab Khiri Khan (Hua Hin) and Chiang Maim The products are classified into two categories. Single detached houses, duplex houses and townhouses The company and subsidiaries’ projects cater for customer demands which vary from location to location. They are priced from Btt1.7-Bt40 million under the following brands Single detached house and duplex house Existing projects: Perfect Masterpiece Rattanathibet Perfect Masterpiece Rangsit Perfect Masterpiece Ramkhamhaeng Perfect Masterpiece Ratchaphruek Perfect Masterpiece Sukhumvit 77 Project : Perfect Masterpiece Price range: 9.0 - 40.0 MB.

Perfect Place Rattanathibet Perfect Place Ratchaphruek Perfect Place Rangsit Perfect Place Ramkhamhaeng-Suvarnabhumi 2 Project : Perfect Place Perfect Place Sukhumvit 77-Suvarnabhumi Price range: 4.0 - 9.0 MB. Perfect Place Chaeng Wattana Perfect Place Pattanakarn-Srinakarin Perfect Place Chiangmai

Maneerin Lake & Park Ratchaphruek-Tiwamon Perfect Park Bangbuathong Perfect Park Rama V- Bang Yai Perfect Park Rangsit Project : Perfect Park Perfect Park Suvarnabhumi (formerly named Maneerin / The Villa) The Villa Rattanathibet Price range: 2.8 - 5.0 MB

56 Modi Villa Pinklao- Outer Ring Modi Villa Lat Krabang-Suvarnabhumi Modi Villa Bangna Modi Villa Bangbuathong Project : Modi Villa Price range: 2.5 - 5.0 MB.

Townhouses Existing projects The Metro Ramkhamhaeng-Outer Ring The Metro Pattanakarn-Srinakarin

Project : The Metro Price range: 3.5 - 5.0 MB

Modi Villa (Townhome) Lad krabang Modi Villa (Townhome) Bangna

Project : Modi villa (Townhome) Price range: 1.7 - 3.5 MB.

The Villa Ramkhamhaeng The Villa Ramintra The Villa Bangbuathong

Project : The Villa Price range: 1.7 - 3.0 MB

In 2015, the company and subsidiaries plan to launch new projects and expand existing ones. This will cover a total of 21 single detached house total value of Bt26,500 million. They will cover new locations like Ratchapruek, Rattanathibet, Cheangwattana, Rangsit, Ramkhamhaeng, Onnuch, Pattanakarn, Romklao, Bangna, Phetkasem and New Chaiyapruek roads. Expansion into provinces will continue, including through a villa project in Nakhon Ratchsima province

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2. Condominium The company and subsidiaries have launched condominium projects under various brands. They are both low-rise (with no more than 8 floors) or high-rise (with over 8 floors), in response to target groups’ new generation. The prices range from Bt1-Bt11 million. The projects are primarily in prime locations in Bangkok and peripheral provinces, located along mass transit routes and community areas near universities. Details are as follows; Condominium Existing projects:: The Sky Sukhumvit

Project : The Sky Price range: 2.8 - 11.0 MB.

Metro Sky Prachachuen

Project : Metro Sky Price range: 1.9 - 5.0 MB

Metro Luxe Riverfront Metro Luxe Rama IV Metro Luxe Phaholyouthin (Metro Sky Phaholyothin) Metro Luxe Kaset (Metro Sky Kaset) Metro Luxe Ratchada (The Sky Ratchada) Project : Metro Luxe Price range: 1.6 - 5.4 MB.

The Lake Sathorn

Project : The Lake Price range: 1.39 MB. (Start)

58 iCondo Ngamwongwan1 iCondo Ngamwongwan 2 iCondo Sukhapibarn 2 iCondo Sukhumvit 103 Project : iCondo iCondo Sukhumvit 105 Price range: 1.0 - 2.0 MB iCondo Kaset iCondo Petchakasem 39 iCondo Salaya Bella Costa Hua Hin

Project : Bella Costa Price range: 2.95 MB. (Start)

Uniloft Chiang Mai Uniloft Salaya (Transfer property right to Uniloft Property Fund)

Project : Uniloft Monthly rent: 8,900 Bt/Month Monthly rent: 7,500 Bt/Month

In 2015, the company and subsidiaries plan to launch 3 condominium projects worth totally Bt3,142 million on potential locations in the Greater Bangkok and provinces, such as Ngamwongwan, Bangna and Salaya area. The company and subsidiaries base the investment decision on customer preferences survey in each location, to finalize target groups, development types and an appropriate price range. All projects are thoroughly reviewed by relevant business units, also through feasibility studies on the projects which scatter on various potential locations in the Greater Bangkok. The focus is to create quality, well-designed and environmental-friendly projects, aside from favorable pre- and after-sale services. After the transfer, the company and subsidiaries assure customers with a 1-year house warranty starting from the transfer date. The Perfect Service unit is established to take care of customers who have been delivered their completed units, within the warranty and off-warranty period. This is to ensure speedy services and guarantee customer satisfaction. Manning the unit are loyal employees, equipped with service mind and knowledge through training

59 ANNUAL REPORT 2014

Moreover, the company and subsidiaries put in place community management practices, to cover the provision of recreation areas, utilities and infrastructure inside the projects until the construction works are finished and transferred to the estate committee or the juristic body. 3. Land Bank The Company has the policy to buy land plots for the development of projects by the Company and those in the group, without any intention to speculate on the prices in the short or long term. However, the Company will consider selling land plots that demonstrate no potential for future development. The Company will also consider selling the plots near existing projects, which do not support the future development policies of the entire group of business or do not offer commercial values to outsiders. In selling the plots, aside from the prices which must be reasonable, the Company will also ensure that the buyers would not turn the plots into property projects which would pose direct competition against the Company’s projects in the particular areas. Or, the plots should be developed into properties which will boost the value of the group’s projects located nearby.

4. Rental Dormmitory Business The Company and subsidiaries develop dormitories having the students, lecturers and staff of key universities across the country as main target. The business offers a great potential due to the increasing size of the target group. Dormitories under “Uniloft” brand are launched. Differentiating them from other dormitories are the separate zones for male and female tenants, the entry cards for particular zones, common areas, as well as a complete range of facilities and services

5. Retail Business The Company and subsidiaries draw up a plan to develop shopping malls, office buildings and commercial areas. In the first phase (1-2 years), a community mall will be developed. This will be followed by a closed shopping mall and office for rent. The subsidiaries are now developing 3 shopping malls including the community malls on Kalapaphruek Road and one in Soi Sukhumvit 77. The project on Kalapaphruek Road is expected to complete partially in the fourth quarter of 2014 and completely in the second quarter of 2015, respectively. The project in Soi Sukhumvit 77 is expected to be completed in the fourth quarter of 2015. The third project is on Ratchadapisek Road which is expected to start commercial operations within 2016.

6. Hotel and Resort Business The Company operates a hotel and resort business abroad, owning Kiroro Resort in Akaigawa-mura, Hokkaido, Japan. The ski resort is located on a 292-rai plot, where two four-star hotel buildings are located. There are 422 hotel rooms, from 22sqm standard rooms to 149sqm suites. The resort’s average occupancy rate in 2013 was 57.4% while the average in the first nine months of 2014 was 65.2%. Considered one of the best ski resorts in Japan, it boasts the scenery that supports travel at all seasons. Akaigawa-mura is also well-known as the second most beautiful village in Japan. The resort offers a complete range of facilities such as function rooms, restaurants and a bar, hot spring, a swimming pool, souvenir shops and recreational areas. The Company is now reviewing business plans for the resort.

60 Total revenue structure from sales by product type The company and subsidiaries main sizeable revenue from property development for sale. The products are both low-rise and high-rise, ranging from single houses, duplex houses, townhouses to low rise and high rise condominiums. The revenue structure in 2014 and the 3 preceding years are as follows:

Consolidated financial statements 2012 (Revised) 2013 2014 Million Million Million % % % Baht Baht Baht Revenue from sales of land and houses 7,489.5 80.8 6,836.5 60.9 6,275.6 49.1 Revenue from sales of residential condominium 1,180.6 12.7 2,626.4 23.4 3,667.1 28.7 Revenue from sale of land for development 147.9 1.6 529.5 4.7 1,628.7 12.7 Revenue from hotel operations 275.7 3.0 1,018.4 9.1 844.7 6.6 Other income Interest income 11.2 0.1 19.2 0.2 26.7 0.2 Revenue from forfeiture of down payment 8.9 0.1 7.0 0.1 13.5 0.1 Income from investment in associate ----77.30.6 Gain a bargain purchase 37.00.4---- Others 118.9 1.3 191.7 1.7 251.8 2.0 Total revenue 9,269.7 100.0 11,228.7 100.0 12,785.4 100.0 The financial statements showed that land and house sale generated 80.0%, 60.9% and 49.1% of total revenue in 2012, 2013 and 2014. Condominium business generated 12.7%, 23.4% and 28.7% of revenue, respectively. Proceeds from the sale of vacant land plots accounted for 1.6%, 4.7% and 12.7%. The hotel business generated Bt275.7 million, Bt1,018.4 million and Bt844.7 million, or 3.0%, 6.5% and 6.6%, respectively. The statements also showed earnings from investment in associated companies booked before Item: Profit before financial expense and tax, worth Bt27.8 million, Bt59.8 million and Bt60 million in the years.

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Land and Houses Sale Revenue Structure by Product Type House and condominium sale revenue from various projects are as follows; 2012 2013 2014 Project MB % MB % MB % Brand “Perfect Masterpiece” Maneeya Masterpiece Exclusive Zone - - 8.0 0.1 40.5 0.6 Perfect Masterpiece Ekamai - RamIntra 6.0 0.1 197.2 2.9 - - Perfect Masterpiece Rattanathibet 285.4 3.8 378.5 5.5 282.9 4.5 Perfect Masterpiece Rama IX 1,125.1 15.0 253.2 3.7 - - Perfect Masterpiece Rachapruek 249.2 3.3 243.7 3.6 16.4 0.3 Perfect Masterpiece Ramkhamhaeng 452.8 6.0 267.0 3.9 173.4 2.8 Perfect Masterpiece Rangsit 186.8 2.5 131.3 1.9 338.4 5.4 Perfect Masterpiece Sukhumvit 77 - Suvarnabhumi** 186.5 2.5 495.6 7.2 333.5 5.3 Maneerin Masterpiece Rangsit 15.0 0.2 ---- Brand “Perfect Place” Perfect Place Rattanathibet Phase 1 12.9 0.2 6.7 0.1 - - Perfect Place Rattanathibet Phase 2 532.7 7.1 575.3 8.4 452.5 7.2 Perfect Place Ramkhamhaeng - Suvarnabhumi (Private Zone) - - 93.1 1.4 12.4 0.2 Perfect Place Ramkhamhaeng - Suvarnabhumi (Colonial) - - 75.0 1.1 67.1 1.1 Perfect Place Ramkhamhaeng - Suvarnabhumi (Exclusive Zone) 51.1 0.7 6.7 0.1 79.6 1.3 Perfect Place Ramkhamhaeng - Suvarnabhumi (Lake Zone) 30.9 0.4 ---- Perfect Place Ramkhamhaeng - Suvarnabhumi (2) 280.3 3.7 278.2 4.1 226.7 3.6 Perfect Place Ramkhamhaeng - Suvarnabhumi Phase 2-3 30.4 0.4---- Perfect Place Lakeside Home Ramkhamhaeng ----9.60.2 Perfect Place Ratchapruek Phase 1 619.7 8.3 96.4 1.4 - - Perfect Place Ratchapruek Phase 2 - - 232.5 3.4 224.7 3.9 Perfect Place Ratchapruek Phase 3 ----82.21.3 Perfect Place Ratchapruek (Exclusive Zone) ----52.30.8 Perfect Place Rangsit 150.0 2.0 126.5 1.9 112.1 1.8 Perfect Place Chaengwattana - - 76.1 1.1 288.5 4.6 Perfect Place Sukhumvit 77 - Suvarnabhumi** 505.1 6.7 432.0 6.3 345.7 5.5 Perfect Place Pattanakarn - Srinakarin ----297.6 4.7 Perfect Place Chiang Mai*** 17.5 0.3 Maneerin Lake&Park Ratchapruek - Tiwanon 92.3 1.2 105.1 1.5 33.9 0.5 Maneerin Park2 Rangsit ------Maneerin Rattanathibet ----4.20.1 Perfect Park Ramkhamhaeng - Suvarnabhumi 4.3 0.1----

62 2012 2013 2014 Project MB % MB % MB % Perfect Park Rama V - Bangyai Phase 1-5 538.7 7.2 514.2 7.5 403.8 6.4 Perfect Park Rangsit 102.0 1.4 166.0 2.4 179.9 2.9 Perfect Park Suvarnabhumi Phase 1-2** 373.1 5.0 447.0 6.5 286.3 4.6 Perfect Park Bangbuathong *** 204.7 2.7 281.9 4.1 183.3 2.9 Brand “The Villa” / “The Metro” The Villa Rattanathibet 321.7 4.3 358.5 5.2 381.9 6.1 The Metro Rama IX 364.0 4.9 - - 5.4 0.1 The Metro Sathorn 57.7 0.8---- The Metro Ramkhamhaeng - Outer Ring - - 60.7 0.9 128.5 2.0 The Metro Pattanakarn - Srinakarin - - 95.3 1.4 253.3 4.0 The Villa Ramkhamhaeng - Suvarnabhumi** 56.7 0.8 4.7 0.1 4.0 0.1 The Villa RamIntra - Outer Ring** 281.1 3.8 36.8 0.5 3.4 0.1 The Villa Bangbuathong*** 213.5 2.9 140.7 2.1 4.7 0.1 The Villa (Townhome) Ladkrabang - Suvarnabhumi** 23.7 0.3 86.5 1.3 84.6 1.3 Modi Villa Ladkrabang - Suvarnabhumi*** 26.3 0.4 83.8 1.2 91.1 1.5 Modi Villa Pinklao - Outer Ring** 101.9 1.4 214.1 3.1 273.5 4.4 Modi Villa Bangna** - - 7.2 0.1 58.0 0.9 Modi Villa (Townhome) Bangna** ----88.01.4 Modi Villa Bangbuathong*** - - 193.1 2.8 334.3 5.3 Other Maneeya 4 ------Nantana Garden 1 ------Nantana Garden Teparak ------Maneerin Rattanthibet ----4.20.1 Bright Shop House Ramkhamhaeng**** 8.0 0.1 26.8 0.4 - - Villa Shop House Ramkhamhaeng 174** - - 41.2 0.6 - - Total Revenue from the Sale of land houses 7,489.6 100.0 6,836.5 100.0 6,275.6 100.00 Remark : ** Developed by 100%-owned subsidiary Estate Perfect Co., Ltd . *** Developed by 100%-owned subsidies Residence Number Nine Co., Ltd. **** Developed by 100%-owned subsidies Bright Development Bangkok Co., Ltd.

As shown in the balance sheet, sales revenue of Property Perfect in 2012 - 2014 are Bt5,509.0 million, Bt4,345.2 million and Bt4,167.8 million, respectively. In the same period, subsidiaries’ revenue are Bt1,980.6 million, Bt2,491.4 million and Bt2,107.8million, respectively.

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Sale of Condominium Units Revenue Structure by Product Type 2012 2013 2014 Project MB % MB % MB % Brand “Metro Park / Metro Sky” Metro Park Sathorn 574.3 48.6 334.7 12.7 369.4 10.1 Metro Sky Ratchada**** 606.3 51.4 3.7 0.1 - - Brand “iCondo” iCondo Ngamwongwan 1**** - - 431.4 16.4 79.9 2.2 iCondo Sukhumvit 105**** - - 446.1 17.0 625.3 17.1 iCondo Sukhapiban 2 **** - - 396.1 15.1 514.8 14.0 iCondo Sukhumvit 103**** - - 500.4 19.1 869.7 23.7 iCondo Kaset**** ----290.5 7.9 iCondo Ngamwongwan 2**** ----234.2 6.4 iCondo Petchkasem 39**** ----435.0 11.9 iCondo Salaya**** ----284.4 6.8 Brand “Uniloft” Uniloft Salaya 5 rai - - 514.0 19.6 - - Total Revenue from the Sale off Codominium Units 1,180.6 100.0 2,626.4 100.0 3,667.1 100.0 Note: **** Developed by Bright Development Bangkok Co. ,Ltd, 100% owned by the Company.

Revenue from sales of condominium units presented in the consolidated financial statements came from total revenue from projects developed by Property Perfect Public Company Limited in 2012 - 2014 are Bt574.3million, Bt.334.7million and Bt369.4 million, respectively. In the same period, subsidiaries’ revenue are Bt606.3million, Bt2,291.7million and Bt3,297.7million, respectively. 64 Marketing and Competition Marketing Product Strategies Design   w /RZ5LVH5HVLGHQWLDO8QLWV The Company and subsidiaries’ property development business takes into consideration the consumer demand and satisfaction survey as well as market competition, to respond each customer group’s preferences and improve the Company’s competitiveness. The Company and subsidiaries have developed a variety of products – single detached houses, duplex houses and townhouses – which come up with stunning designs and functions that fit Thais’ lifestyles and Thailand’s climate. The Company’s architectural team is highly experiences in this task and has been working closely with leading architectural firms to launch new innovation. In the past year, the Company and subsidiaries re-launched the well-received Urbanista Collection. The more modern look allows fresh benefits for the marketing team. Meanwhile, despite the minor change, the collection maintains the functional designs and usable space, which has made it popular. The collection comes with two series. w City Life Series to lure target groups of Perfect Park brand w Smart Life Series to lure target groups of Perfect Place brand The Urbanista Collection is designed to satisfy the new generation’s lifestyle. The natural modern style comes with functional designs, allowing the flexibility to suit different lifestyles under the “flexible space” concept. Sky Terrace : The new personal rest area, extended from the bedroom, to enjoy the spacious verandah and the natural breeze. It can be turned into a coffee corner in the morning or the open reading room. Dining Room : Designed to face the garden and prevent the spread of food smell to the living room. Connecting the pantry, it offers convenience in food preparation for small parties. Window Corner : A bedroom corner facing the open space outside. The spacious verandah extends in two sides, for perfect recreation. Walk-in Closet : The special corner inside the bedroom, which can be converted for other activities like reading or TV watching.

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 w &RQGRPLQLXP The company and subsidiaries’ condominiums are both low-rise (with no more than 8 floors) and high-rise (with over 8 floors), offered under various brands in line with the project type and target groups. The Company has put emphasis on project layouts, with focus on the usable space of the overall area that encompasses the central area and room space. The projects must portray a modern and stylish look, reflecting the urban lifestyle. Quality The Company and subsidiaries construct houses and townhouses through experienced contractors who have worked with the Company or shown credible track records. The contractors are demanded to follow the Company’s designs, constructing the units with quality materials. The construction is closely monitored to ensure timely delivery. Contractors are also allowed to propose and comment on construction methods. For example, they can choose whether to use the conventional method or the prefabricated or precast system, in delivering quality products with the specified budgets. However, several construction-related obstacles are foreseeable, such as labor shortage, the increase in construction material prices and shorter delivery period. The Company and subsidiaries have expanded the number of prefab houses. The Tunnel Formwork1 system was adopted to tackle the obstacles. At present, in the projects that adopt the system, the Company ably reduces the construction period from 6-8 months to 4-5 months. The Company also puts emphasis on the quality of construction materials. SCG Building Materials Company Limited is now the major supplier of such materials, to assure buyers of the durability and quality designs. The Company and subsidiaries manage the cost of materials through bulk orders. This increases the Company’s bargaining power and allows the Company to determine the development cost more precisely. The Company and subsidiaries also partner with SCG Building Materials in the construction of houses with the Modular2 system. “SCG HEIM Innovative House” offers beautiful look, safety and value. High technology is involved in all construction stages, aside from high-quality materials and precise quality control. The innovative product is an option to consumers who are interested in innovation. It is now available at premium projects.

Note 1 Tunnel Formwork system allows the casting of tunnel moulds. On the moulds, concrete walls and floors can be built in one operation. 2 Modular is an innovative precast construction system. The steel structure and materials are designed by a computer programme, to ensure that the houses can withstand earthquakes, floods and other disasters. The Company and subsidiaries mainly build and offer complete houses to customers. The houses must be completed before putting on the market, which allows customers to view the completed units and immediately move in. The houses can be transferred within a month after the purchase.

66 Regarding condominium development, the Company and subsidiaries plan to launch more projects. More focus will be placed on every stage of construction, from the selecting of only established and experienced contractors. The Company and subsidiaries have a special team to closely work with the contractors. Consultants with experience in high-rise development are also hired to oversee the construction management, to ensure that the construction works meet engineering standards and requirements on quality and safety. The consultants will also ensure the construction is completed on schedule. In the past few years, the Company and subsidiaries have awarded most construction contracts to Italian-Thai Development Public Company Limited and Saeng Fa Construction Company Limited which are established and able to deliver standardized services. The construction works will be monitored by the Company’s engineering and construction management teams, to ensure that standards are maintained. There is a central team to monitor construction standards plus engineering advisors for all projects. There are training courses and field trips for the engineering and construction management teams, as well as training for contractors. Construction manuals that contain quality check stage by stage are handed out to the Company’s teams and contractors.

Environment Impact Assessment Aside from enticing designs, functions and reasonable prices, the Company pays attention to the project planning, environmental management, infrastructure system, security system and after-sale services for customers’ maximum benefits. The Company has also hosted activities for major festivals, where its customers can meet neighbors and nurture their good relationship. With the focus, the company won EIA Monitoring Award from the Natural Resources and Environment Ministry for three consecutive years. The three projects received the awards, - In 2005 - 2007,Perfect Place Rattanathibet, Perfect Place Ramkhamhaeng phase1 - In 2006 - 2008, Perfect Place Ramkhamhaeng phase 2 and 3 - In 2008, the company won the “Outstanding Energy-Saving Estate” award from the Energy Ministry’s Department of Alternative Energy and Efficiency, from a list of home and project designs that boasted energy- saving features like designs, fixtures, space planning and management. The company’s products won the following 10 awards; w 3 in the category of small detached houses with below 200 sqm of usable space, for Perfect Place Rattanathibet and Perfect Place Sukhumvit 77-Suvarnabhumi projects w 2 in the category of medium-sized detached houses with 200-300 sqm of usable space for Perfect Masterpiece Rattanathibet w 1 in the category of townhouses with below 120sqm in usable space for The Villa Rattathibet project w 1 in the category of townhouses with over 120sqm in usable space for The Metro Rama IX w Award in the category of a small development project with no more than 99 development lots for Maneerin Park 2 Rangsit project. w Award in the category of a medium development project with 100-299 development lots for Perfect Masterpiece Ekamai-Ramintra project. w Award in the category of a large development project with 300 development lots or over for Perfect Place Sukhumvit 77-Suvarnabhumi project.

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In 2012, Perfect Masterpiece Rattanathibet was named the “Best Housing Development” in Thailand Property Awards 2012, recognized as an excellent housing estate, while Perfect Place Rangsit was awarded a plaque honoring it as an outstanding private housing project. In 2014, Perfect Place Chaeng Wattana and Perfect Masterpiece Rangsit were named outstanding energy-saving projects. In addition, the company provides public gardens, lakes, large and perfect club houses . The company has teamed up with business partners to open their shops in the club house areas such as restaurant , Fitness Center, 7-11 Convenience stores and True coffee - Coffee Shop. These facilities differentiate the company’s projects from others’, creating the friendly ambience to residents who have warmly welcomed the concept.

Pricing The company and subsidiaries has policy to set prices based on the economic condition, market demand and competition in all of products such as Single Detached house, Duplex house, Townhouse and condominium . These factors are jointly considered with costs, locations, project types and market conditions when compared with competitors. There are several guidelines for price setting such as setting higher price than rivals but better designs, and environmental and convenient facilities. The company and subsidiaries have offered various project types and prices to serve different demand as follows : Products in the VLQJOHGHWDFKHGKRXVHVGXSOH[KRXVHVDQGWRZQKRXVHV category are priced from Bt1.7 million to Bt40 million, to meet the purchasing power of various target groups. Products in the condominium category are priced from Bt1 million to Bt11 million.

68 The table described residence prices by brand Pricing (Unit: Million Baht) Type 1.0 – 2.0 2.0 – 3.0 3.0 – 4.0 4.0 – 5.0 5.0 – 9.0 9.0 up

Bt9.0 - 40 Million Bt4.0 - 9.0 Million

Bt3.0 - 5.0 Million

Single Detached House and Bt2.5 - 5.0 Million Duplex House

Bt3.5 - 5.0 Million

Bt1.7 - 3.5 Million Townhouse

Bt1.3 - 3.0 Million Bt1.6 - 5.4 Million

Bt1.9 - 5.0 Million

Condomimium Bt1.0 - 2.0 Million Bt2.8 - 11 Million

Bt1.0 - 1.2 Million Bt3.0 - 8.0 Million

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Place   ³ÜÐÎáÖÜÛ The projects of the company and subsidiaries are mostly located in high-potential locations, set along the electric train routes or new roads as. - In the North and West of Bangkok, The projects will be located on main roads along the Purple Line route (Bang Sue-Bang Yai) which will be operated in 2015, Red Line (Bang Sue-Rangsit) and Pink Line (Khaerai-Min Buri), which include Ratchaphruek, Chaiyaphruek, Rattanathibet, Kanchanapisek, Nonthaburi Bridge -Bang Buathong road and Rangsit-Pathum Thani roads. These encompass roads linking to important area as Rama 4 Bridge (crossing the Chao Phraya River) and roads that link Ratchaphruek and Kanchanapisek roads which link area from Chaengwattana road to Kanchanapisek road and Western Motorway road that link Bangyai-Ban Pong-Karnchanaburi . Ratchaphruek Road is being expanded from 6 lanes to 10. With proximity to the second-stage expressway and the new express way -Sri Rath -Outer Ring which aside from shopping centers like Central West Gate Bang Yai, Central Chaengwattana, Central Rattanathibet, Future Park Rangsit and The Crystal shopping center. - In the East, New projects will be located on main roads along the Airport Rail Link, the Pink Line (Khaerai-Min Buri) which will be operated in 2017, and Orange Line (Talingchan-Min Buri). Near Suvarnabhumi Airport, the main roads include Ramkhamhaeng road, Sukhumvit 77 road and Romklao road, promising linkages to the Motor Way towards Chon Buri and Pattaya in the East and the Eastern outer ring road towards North and South of Bangkok. - Urban City projects are in business areas like near Motor way, Airport Rail Link, BTS and MRT subway as well as the routes which running and to be opened soon. They are mostly up-scale housing units (Perfect Masterpiece), 3-storey townhouses (The Metro) and condominium (Metro Park, Metro Sky, iCondo) - Provinces The Company and subsidiaries first ventured into provincial markets for the first time in this year, focusing on the provinces that offer high growth potential for residential development. Perfect Place Chiang Mai was launched in the province, to offer single houses near the city area. A beachfront condominium project, Bella Costa Huahin, was launched near the scenic Khao Tao mountain.

70 Promotion Advertising & PR The Single Detached House, Townhouse and condominium projects of the company and subsidiaries have applied the integrated communications as newspaper, TV Scoop, radio spot, Billboard, Direct mail etc, in selling the products. Mass media is exploited for the one-time advertisement to advertise a number of projects to target customers in lower advertising cost. Complimenting the strategy is the direct marketing, whereby a specific media is chosen for a particular target group and achieve the objective of Public relation, marketing events and customer relationship management (CRM) to take care of existing customers. The Perfect Friend Club is launched to thank existing customers who introduce the projects to their friends, as a means to effectively reach out to target customers at a low cost. The ratio of units sold under the scheme has been significantly rising, thanks to clients’ recommendations to their friends and relatives.

The company and subsidiaries launched an offensive strategy to market products through online marketing channels, thanks to the growing usage of technology among today’s customers. The budget for online advertising has been on the rise. Aside from websites, it is spent on the search engine and web banners to create awareness. Aside, there is the E-Direct Mail service to reach a particular group of customers. Social network channels are introduced, covering Facebook, Twitter and Instagram, to promote the organizational image and enhance confidence in the organization. The mobile media and applications have been adopted, to facilitate access to the company’s information. The company and subsidiaries also host special marketing activities for customers who accessed information through the websites. These customers are asked to register online for site visits and registered customers are awarded a special privilege. This is to promote the interactive communication channel and it has been warmly welcomed. This also allows effective data collection and follow-ups. The company and subsidiaries have devised unique promotions for particular groups of target customers with realization of their different preferences, to speed up their buying decision process. The strategies take into account economic environment at a certain period. For example, for customers seeking a complete house, with help from leading financial institutions, they are offered with low-interest loans, an extended borrowing period, and the step installment program. Through cooperation with leading furniture makers, the company offers customers a chance to buy a house with furniture at special prices, to help them save shopping time and reduce the need for an interior design. Special furniture prices also save their money, as loans for furniture purchase often carry higher interest rate than mortgage loans.

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Brand Building Strategies The brand building of the company’ and subsidiaries has been differentiated from competitors’. The Brand DNA is created under the “Happy Living” concept, to underline the company’s focus in creating the new living standards for all residing in the Property Perfect projects. w House (Happy with Perfect Quality) Residing in high-quality houses, which are well-designed for maximized functions and pleasant look as well as for energy saving and environmental friendly purposes. Focus is also on standard materials and the thorough quality control of the construction process. The construction works are closely and thoroughly monitored and applied modern technology like the prefabrication which ensures short construction period but standard quarter. A final check before transfers is required. w In 2013, the company and subsidiaries also adopted the ISO9001: 2008 standards, dealing with quality management. The quality management system will be adopted for the low-rise development projects of the company and subsidiaries, to warrant customer satisfaction. w Security (Happy with Peace of Mind) Deriving from maximum security. Through cooperation with Thai Secom Pitakkij Co., Ltd. (SECOM), a leader security system provider in Japan, the trustworthy Home Security system is designed for all projects to cover from the entrance, guard booths and the overall projects’ space to customers’ home. w Living in the environment and society that supports one’s lifestyle is true happiness. The Company promotes activities in housing and condominium projects. The central areas are spacious and fully equipped with facilities. For example, large fitness clubs are available at housing estates, where dwellers can enjoy a swimming pool, aerobic classes, shops and other services. The central areas are also designed for recreational family activities, reducing the need to venture outside the projects. w *UHHQ(QYLURQPHQW +DSS\ZLWK)ULHQGO\(QYLURQPHQW Near-nature environment is provided, with the larger central space which offers floral trees and large lakes for cool living amid fresh air. Focus is also on energy- saving and environmental-friendly materials, reflective green glass and heat-insulating gypsum boards. Artificial materials have also been introduced to help save the environment, including the laminate floor that looks like real wood and is equally durable; and aluminum window sills which are both durable and beautiful. w 7KHFRPSDQ\DQGVXEVLGLDULHVEHOLHYHWKDWDVXFFHVVIXOEUDQGLVEXLOWXSRQFXVWRPHUVtJRRGH[SHULHQFHV which will lead to the company’ and subsidiaries have sustainable image. The construction works, design and project planning are thus properly designed, along with emphasis on environment management, infrastructure and security inside the projects. Activities are also hosted for better relationships among residents, to create a warm community and happy environment to all residents. Favorable communities spark words of mouths among residents of the company ’s projects, which is a sustainable way to build brand.

72 Competition Like in 2014, developers in 2015 generally tend to direct their energy towards addressing the demand that rises in line with large infrastructure projects like mass transit routes, expressways and the future regional transport networks. In their attention are also the urbanization of suburbs and expansion in downtown areas, as the Asean Economic Community will start. However, political and economic factors still pressure consumer confidence and the residential market. This would somewhat influences land developers’ business strategies. Most developers are cautious in launching new projects. Their attention is tilted towards locations that clearly offer growth potential, the release of inventory and the delivery of as many units as targeted. Financial liquidity will be maintained to cushion against marketing and revenue shocks, which may arise amid the murky economic condition. On the product strategy, developers focus on residential development in high-growth locations and locations along major transport routes. As the purchasing power declines due to the economic instability and higher household debt, most developers focus more on more affordable products like townhouses and cheap condominiums. Or, they will compete in the upscale segment, where competition is low and the target group is the least affected. Low-rise development is expected to least witness negative impacts, as the buyers purchase the units for living. Low-rise projects also benefit from the expansion of suburban areas, thanks to better transport networks. Meanwhile, the condominium segment may show a stable growth or even slightly contract after a sharp growth rate in the past two years as well as the huge number of sold units which will be gradually transferred. On the marketing front, most developers have delayed spending plans, which cover advertising spending, on the belief that such would not yield reasonable impacts in this circumstance. The marketing activities are now geared towards all target groups and adjusted to better cope with the current situation, to maintain or raise their market shares. Online marketing activities have been enhanced in line with the changing consumer lifestyle. The developers have been avoiding a price war, to maintain the profit margin against the advance in production cost. Property prices tend to rise in line with the production cost, once the market recovers. Developers have adjusted unit size, improved the functions, and cut unnecessary details, to offer the best value for money. This will help boost the purchasing power of customers for units in their desirable locations. Meanwhile, the adoption of more prefabricated technology has cut the construction cost and offered development speed, which will improve their ability to address the changes in market condition. It will also help reduce cost volatility and circumstantial risks, and ultimately strengthen their competitive edge. Real Estate Industry Overview and Outlook The Thai economy expanded 0.7% in 2014, when household consumption increased by 0.3% and private investment declined 2.8%. Export revenue contracted by 0.3% while inflation was at 1.9%. The economic condition weakened due to internal and external factors as well as political factors. This pressured consumption and public spending as well as private consumption and investment. In 2015, the Office of National Economic and Social Development Board forecasts 3.5-4.5% economic growth. Public spending and investment in mega projects are expected to be the main engine, supported by low inflation. However, the global condition tends to remain volatile, which will affect exports and tourism while private sector confidence remains fragile in light of high household debt ratio.

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The residential market in 2014 showed slight contraction from 2013, mostly due to a decline in new condominium units. Higher land prices and political instability also discouraged the launch of new projects in 2014. Developers also needed to complete under-construction projects. As such, the number of registered residential units and transfers declined. Developers’ decision to delay new projects and speed up transfers should bring back a balance to the condominium market. If consumer confidence and purchasing power pick up, the condominium market should enjoy brisk sales. This is supported by the expansion of the electric train networks as well as the density of downtown areas, ahead of the start of the AEC. Meanwhile, the low-rise market should gradually recover, allowing developers to release their stocks and launch new projects. The development will mostly take place along transport networks particularly new electric train routes and the extension parts, as well as expressways and the new Chao Phraya River bridge. These allow the urbanization in suburban areas, where ones can find jobs and shopping malls which have become the major reasons in boosting residential demand in the particular areas. However, a sharp increase in land prices will remain a key challenge for future development, aside from consumer confidence and purchasing power. High household debt would further dent the purchasing power, while income may be affected by economic difficulties. This will affect demand and purchasing power. However, the residential market is expected to show growth soon if the economy expands as expected and developers come up with strategies that address the issue of purchasing power. The number of transferred units in Bangkok and peripheral provinces in 2014 contracted 7% from 2013, while the value dropped by 4%. The number of complete units in the area fell by 1%. The number of low-rise units introduced in the year increased by 3% from 2013, while condominium units dropped by 22%. The number of all residential units launched in the year dropped by 13% on average, while the value declined by 11%. This reflects contraction in the market. The number of transferred residential units in Bangkok and peripheral provinces stood at 170,135 units in 2014, down by 7% from 2013. The value of transferred units totaled Bt417,412 million, down by 4%. (Source: Government Housing Bank’s Real Estate Information Center) Of total, low-rise units accounted for 103,447 units, down by 3% from the previous year. Their combined value of Bt266,369 million also dropped by 3%. Meanwhile, condominium units accounted for 36% and 34% of the overall transferred residential units and the combined value. In the year, 66,688 condominium units were transferred, down by 11%. Their combined value was Bt151,043 million, down by 6% The number of registered residential units in Bangkok and peripheral provinces stood at 131,374 units in 2014, down by 1% from 2013. Of total, low-rise units accounted for 58,453 units, down by 1% on year, while condominium units accounted for 72,921 or 56% of total. The number slightly fell by 2% on year. (Source: Government Housing Bank’s Real Estate Information Center) This showed continued deterioration in the residential market from 2013.

74 No. of newly-registered units in Greater Bangkok (1996-2014) (By category) 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 Single house 44,877 41,305 23,985 17,469 23,128 24,041 24,973 34,592 44,248 46,643 42,764 38,705 34,618 28,998 31,687 31,813 31,745 31,465 34,452 Duplex house 791 1,009 196 178 539 227 80 1,144 945 678 965 1,556 2,296 1,138 1,520 1,462 1,173 2,601 2,862 7RZQKRXVHV and shophouse 60,373 43,480 11,895 2,319 2,728 5,062 7,011 12,950 15,418 13,858 17,421 17,837 14,616 11,116 13,767 13,847 13,693 26,792 21,139 Condominium 70,575 62,837 30,978 9,063 6,679 4,650 5,118 7,399 8,439 10,534 18,607 17,432 34,049 53,725 59,919 34,734 78,391 71,440 72,921 Total 176,616 148,631 67,054 29,029 33,074 33,980 37,182 56,085 69,050 71,713 79,757 75,530 85,579 94,977 106,893 81,856 125,002 132,302 131,374 Source: Real Estate Information Center, Government Housing Bank

Graphic 1: No. of registered units in Greater Bangkok during 1996-2014 (by category)

200,000 176,616 148,631 150,000 137,031 132,302 106,893 125,002 94,977

100,000 85,579 81,856 79,757 75,530 71,713 69,050 67,054 56,085

50,000 37,182 33,074 33,980 29,029

0 2013 2014 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012

Condominium »ÜäÛÕÜâàÒÎÛѺÕÜݯÜâàÒ «âÝÙÒå¯ÜâàÒ ºÖÛÔÙÒ«ÒáÎÐÕÒÑÕÜâàÒ

Source: Real Estate Information Center, Government Housing Bank On the supply side, developers still launched more condominium projects, with focus on the areas where the new mass transit routes and extended sections will pass. The number of townhouses and twin houses under development also rose, as it became more difficult to find cheap single houses. Cheap townhouses were introduced to attract buyers who are looking for single houses. In 2014, 114,046 units were launched, down by 13% from the previous year. Their combined vale also showed an 11% drop. (Source: Agency for Real Estate Affairs) The number of newly launched units declined mainly because only 65,298 condominium units were launched, which represented a 22% drop from the previous year. Condominium units accounted for 57% of all residential units launched in the year. Meanwhile, 13,830 single houses were launched, up slightly by 8%. A number of 29,815 townhouses and shophouses were launched, showing a 1% decrease.

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Newly-launched units in 2013 and 2014 2013 2014 Change % Single detached house 12,789 13,830 8% Duplex house 4,437 5,103 15% Townhouse and Shophouse 30,074 29,815 -1% Condominium 84,250 65,298 -22% Total 131,550 114,046 -13% Source: Agency for Real Estate Affairs

*UDSKLF&RPSDUDWLYHQXPEHURIQHZO\ODXQFKHGXQLWVGXULQJ E\FDWHJRU\

+35%

84,250

+23% +1% 62,548

2013 +86% 2014

30,074 24,390

12,720 12,789

4,437 2,380

Single Detached Duplex Town House Condominium House House and shophouse Source: Agency for Real Estate Affairs The residential demand in 2015 tends to be influenced by real demand, aside from the stimulation from urbanization and transport network expansion. Political instability and unclear economic direction - which dampens consumer Meanwhile, the purchasing power could also be weakened by the more stringent lending criteria, an increase in household debt, and an increase in asking prices in line with the construction cost. confidence - are the key factors to influence sale and revenue. Should the political situation be more stable and the economic recovery gains momentum, consumers should regain confidence. Low-rise development tends to grow on real housing demand, while high-rise development may show a slower growth rate thanks to the sharp expansion in the past two years. The segment maintains a bright growth prospect, though.

76 SECURITIES AND SHAREHOLDERS 1. Common shares Accounting year 31 Dec. 2012 31 Dec. 2013 31 Dec. 2014 Registered capital - Value (Bt) 5,961,161,256 5,961,161,256 10,737,610,610 - No. of shares 5,961,161,256 5,961,161,256 10,737,610,610 Registered capital - Value (Bt) 5,641,047,963 5,782,930,655 5,782,951,655 - No. of shares 5,641,047,963 5,782,930,655 5,782,951,655 - Par value (Bt. /Shares) 1.00 1.00 1.00 As of 31 December 2012, the Company’s registered and paid-up capital rose to Bt5,641,047,963 ( 5,641,047,963 shares at Bt1 par value). This follows the capital increase of Bt787,730,720 (through the issuance of 787,730,720 at Bt1 par value) as well as the exercise of warrants (PF-W2) in June and November 2012 worth Bt52,928,322 (for 52,928,322 shares at Bt1 par value) and the exercise of warrants PF-W3) in September 2012 worth Bt73,932,601 (for 73,932,601 shares at Bt1 par value).The new shares were registered with the Ministry of Commerce on 29 June 2012, 6 July 2012 and 12 October 2012, respectively. As of 31 December 2013, the company’s registered capital totaled Bt5,961,161,256 (5,961,161,256 shares at Bt1 par value) while the paid-up capital totaled Bt5,782,930,655 (5,782,930,655 shares at Bt1 par value).The amount increased due to the exercise of warrants (PF-W3) into common shares worth Bt141,882,692 (141,882,692 shares at Bt1 par value). The new shares were registered with the Commerce Minister on 3 April 2013 and 9 July 2013. On 29 July 2014, shareholders at the 1/2014 extraordinary meeting reached the following resolutions: 1. Reduce the Company’s registered capital from Bt5,961,161,256 (5,961,161,256 shares at Bt1 par value) to Bt5,960,980,722 (5,960,980,722 shares at Bt1 par value), by cancelling 180,534 shares (worth Bt180,543 at Bt1 par value) reserved for the exercise of expired warrants (PF-W2) issued to creditors in the rehabilitation plan. 2. Increase the registered capital from Bt5,960,980,722 (5,960,980,722 shares at Bt1 par value) to Bt10,737,610,610 (10,737,610,610 shares at Bt1 par value), by issuing 4,776,629,888 shares at Bt1 par value to the shareholders of Thai Property Plc. and shareholder of Grand Asset Plc. who agree to the Company’s tender offers for their shares. Some shares are also reserved for the exercise of the Company’s warrants issued in 1/2012 (PF-W3). Details are as follows:

77 ANNUAL REPORT 2014

2.1 Reserve 1,596,592,736 shares at Bt1 par value for the tender offers for Thai Property Plc. as payment to the company’s shares sold to the Company. 2.2 Reserve 3,161,773,631 shares at Bt1 par value for the tender offer for Grand Asset Plc., as payment to the company’s shares sold to the Company. 2.3 Reserve 18,263,521 shares at Bt1 par value for the adjustment of 1/2012 warrants (PF-W3) accordingly to the condition binding the issuers The new shares were registed with the commerce Ministry on 31 July 2014 As of 31 December 2015, the Company’s registered capital stood at Bt10,737,610,610 (10,737,610,610 shares at Bt1 par value), with Bt5,782,951,655 (5,782,951,655 at Bt1 par value) being paid-up.

2. Shareholder Major Shareholder As of 31 December 2014, the company’s registered capital totaled Bt10,737,610,610 (10,737,610,610 at Bt1 par value) while the paid-up capital totaled Bt5,782,951,655 (5,782,951,655 shares at Bt1 par value) The first 10 largest shareholders are; Rank The first 10 largest shareholders No. of shares % 1 ANDAMAN LONGBEACH RESORT COMPANY LIMITED /1 564,426,331 9.76 2 SOMERS (U.K.) LIMITED/2 410,000,000 7.09 3 JAPAN ASIA GROUP LIMITED /3 381,050,475 6.59 4 Natee International Law Office /4 291,494,374 5.04 5 Mrs.Sumalee Ongjarit 214,981,874 3.71 6 Miss Sajee Lipisuntorn 158,400,000 2.74 7 BUALUANG LONG TERM EQUITY FUND 132,967,400 2.30 8 Provident fund of Employee of Electricity Generating Authority of Thailand. 120,275,000 2.08 9 BUALUANG LONG TERM EQUITY FUND 75/25 119,895,600 2.07 10 Pacific Phuket Co., Ltd. /5 117,628,000 2.03 Data from Thailand Securities Depository Co., Ltd.

78 Note 1/ ANDAMAN LONGBEACH RESORT COMPANY LIMITED is 100% owned by Resort Holding Company Limited, There were 3 major shareholders are; 1) Wahkit Finance Limited own 45% registered in aboard. Property Perfect Public Company Limited was informed by Andaman Long beach Resort (Andaman)’s management that its indirect major shareholder, Wahkit Finance Limited, has no connection with Japan Asia Group Limited and/or MJL Intertrade Company Limited and/or Natee International Law Office Limited. 2) Other shareholders of Resort Holding are Mr. Methee Tanmanatrakul (45%) and 3) Mr. Chaiwat Aswintrangkul (10%). Mr Methee and Mr. Chaiwat are authorized to sign obligations involving Andaman Long beach resort and Resort Holding co.,Ltd. There is no connection between Andaman and the company in terms of major shareholders, directors or executives. There is no “nominee account” relationship. The Company’s directors or executives have no relationship – as directors, executives, shareholders or controlling entities - with Wahkit Finance Limited, Resort Holding Company Limited and Andaman Long Beach Resort Company Limited. 2/ Hong Kong and Shanghai Banking Corporation Limited, Fund Services Department is the juristic entity owns a similar number of shares in the Company that Somers (UK) Limited once owned. The Company assumes that Hong Kong and Shanghai Banking, Fund Services Department and Somers (UK) should be an identical shareholder. The Company was informed by Hong Kong and Shanghai Banking Corporation (Thailand) that Hong Kong and Shanghai Banking, Fund Services Department, Fund Services Department is incorporated in the United Kingdom to provide a custodian service. The Company’s executives and/or individuals related to the Company and/or subsidiaries do not have any relationship with this shareholder. The shareholder did not own shares in the Company’s subsidiaries or have any relationship with them. 3/ JAPAN ASIA GROUP COMPANY LIMITED emerges as a shareholder, as the creditor in the Rehabilitation Plan converted debts to equity in line with the Rehabilitation Plan. Japan Asia Group Limited is registered in the British Virgin Islands, a sovereign territory of the United Kingdom, operating financial services and investment. Under the British Virgin laws, the information of shareholders, registered capital and operating results of companies incorporated there is available only to authorized director, which in the case of Japan Asia Group Limited is Star Mark Enterprises Limited. In quest for the information on its shareholders, the company learns that Japan Asia Group Company Limited’s ultimate shareholder is Mrs. Wai Ching Chung, a resident of Hong Kong, the People’s Republic of China. There is no connection between Japan Asia Group Limited and the company in terms of major shareholders, directors or executives. There is no “nominee account” relationship.

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4/ Natee International Law Office Company Limited emerged as a shareholder, as a lawful representative of a creditor in the Rehabilitation Plan. Before the plan was terminated (the plan exit), the company was required to issue common shares to creditors entitled to debt to equity conversion as debt repayment. Then, Lowe’s Partner Investment Company Limited and Glorybye Associates Company Limited filed petitions to the Central Bankruptcy Court, saying that they own debt claims of a creditor which was entitled for the issued shares and asking for the court’s judgment. The company thus assigned Natee International Law Office to represent the creditor. The law office was instructed to place the allocated shares at the Court. The shares would be given to the ultimate representative upon the Court’s decision on the case. Natee International Law Office provides legal and accounting services. On 25 October 2005, the Central Bankruptcy Court resolved that Glorybye Associates Company Limited was the lawful representative and entitled to the shares. The case is under an appeal process and is not yet through. Glorybye Associates Company Limited as such does not appear as a shareholder of the company as it has not yet received the shares from the Court. Glorybye Associates Company Limited is registered in Samoa as an investment company, having United Continental Investors Limited as a director and executive. There is no connection between Glorybye Associates Company Limited and the company in terms of major shareholders, directors or executives. There is no “nominee account” relationship. 5/ Pacific Phuket Company Limited is 100% owned by Andaman Villa Company Limited. Andaman Villa’s major shareholders are 1) Mrs Ruedee Noranitipadungkan, 40%, 2) Mrs Napaporn Buraprateep, 40%, and 3) Mr Vichai Jitseree, 20%. Andaman Villa and Pacific Phuket have Mr Vichai Jitseree and Mrs Ruedee Noranitipadungkan as directors. The Company and the two companies do not have the same major shareholders, share any director or executive, or are related through a nominee account. The Company’s directors and executives are not the directors or executives of Andaman Villa or Pacific Phuket or have the controlling power over the two companies. 3. Other Securities 3.1 Warrants A) Free warrants to right offering subscribers: Shareholders at the annual meeting on 29 April 2011 approved the issuance of free warrants to existing shareholders who subscribe for capital-increase shares at the ratio of one warrant to every 2 new shares subscribed. (Detail is in No.7.1 Common Shares). Detail is as follow; No. of warrants 393,865,360 units Maturity 3 years from issue date Exercise date Last working day of each quarter Exercise price 1 baht Exercise ratio 1 : 1 (Warrants per Shares) Warrants (PF-W3) A number of 393,865,295 warrants are allocated to right-offering subscribers. The warrants were listed on the Stock Exchange of Thailand on 18 July 2012 and started trading on 1 August 2012. The warrants were issued on 18 July 2012 and will expire on 18 July 2015.

80 In March 2013, the company received advance payment worth Bt41,750,492 for the exercise of 41,750,492 warrants (for 41,750,492 shares at Bt1 par value). The new shares worth Bt41,750,492 were registered with the Commerce Ministry on 3 April 2013.

In June 2013, the company received advance payment worth Bt100,132,200 for the exercise of 100,132,200 warrants (for 100,132,200 shares at Bt1 par value). The new shares worth Bt100,132,200 were registered with the Commerce Ministry on 9 July 2013. as of 30 June 2013, outstanding warrants totaled 178,050,002 units. In September 2013, no warrant was exercised, leaving the outstanding number at 178,050,002 units. In December 2013, no warrant was exercised, leaving the outstanding number at 178,050,002 units. In March 2014, no warrant was exercise, leaving the outstanding number at 178,050,002 units. In June 2014, no warrant was exercise, leaving the outstanding number at 178,050,002 units. In September 2014, the Company received advance payment for the exercise of 21,000 warrants (for 21,000 shares at Bt1 par value) worth a total of Bt21,000. The outstanding number of warrants stood at 178,029,002 units. In December 2014, no warrant was exercise, leaving the outstanding number at 178,029,002 units. Period Warrant exercise (Unit) Outstanding (Unit) September 2012 73,932,601 319,932,694 December 2012 - 319,932,694 March 2013 41,750,492 278,182,202 June 2013 100,132,200 178,050,002 September 2013 - 178,050,002 December 2013 - 178,050,002 March 2014 - 178,050,002 June 2014 - 178,050,002 September 2014 21,000 178,029,002 December 2014 - 178,029,002

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3.2 Debentures Details of outstanding debentures as of 31 December 2014 are as follows; (A) Partially-collateralized debentures # 1/2012, (2) Specific name : Partially-collateralized debentures of Property Perfect Public Company Limited #1/2012 (2), maturing in 2015 Type : Unsecured holder-bearing debentures with trustee No. of debentures : 2,000,000 units Face value : 1,000 Baht Issue size : Bt 2,000 million Offering method : Public offering to the general public and institutional investors Issue date : 15 March 2012 Maturity : 3 years from issue date Maturity date : 15 March 2015 Interest rate : 5.35% per annum in 1st-2nd years and 6.25% per annum in 3nd year (Average 5.65 % per annum ) Interest payment schedule : 15 March, 15 June, 15 September and 15 December of every year throughout the debentures’ life. Principal payment : Principal payment maturity date, 15 March 2015 Early redemption : None Other significant condition : Debt to equity ratio must be maintained at no more than 2:1 Credit rating : “BBB Stable” by Tris Rating Co., Ltd. Trustee : Bank of Ayudhya Public Company Limited Registrar : Thanachart Bank Public Company Limited Secondary Market : Thai Bond Market Association

82 (B) Partially-collateralized debentures # 2/2012 Specific name : Partially-collateralized debentures of Property Perfect Public Company Limited #2/2012, maturing in 2015 Type : Partially-collateralized debentures, holder-bearing debentures with trustee No. of debentures : 3,000,000 units Face value : 1,000 Baht Issue size : Bt 3,000 million Offering method : Public offering to the general public and institutional investors Issue date : 9 November 2012 Maturity : 3 years from issue date Maturity date : 9 November 2015 Interest rate : Fixed 5.45% per annum Interest payment schedule : 9 February, 9 May, 9 August and 9 November of every year throughout the debentures’ life. Principal payment : Principal payment maturity date, 9 November2015 Early redemption : None Other significant condition : Debt to equity ratio must be maintained at no more than 2:1 Credit rating : “BBB Stable” by Tris Rating Co., Ltd. Trustee : Bank of Ayudhya Public Company Limited Registrar : Bank of Ayudhya Public Company Limited Secondary Market : Thai Bond Market Association (C) Unsecured Debentures # 1/2013 Specific name : Unsecured debentures of Property Perfect Public Company Limited #1/2013, maturing in 2015 Type : Holder-bearing, unsubordinated, unsecured debentures with trustee No. of debentures : 2,000,000 units Face value : 1,000 Baht Issue size : Bt.2,000 million Offering method : Public offering to the general public investors Issue date : 28 June 2013 Maturity : 2 years from issue date Maturity date : 28 June 2015

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Interest rate : Fixed 6.05% per annum Interest paym ent schedule : 28 March, 28 June, 28 September and 28 December of every year throughout the debentures’ life. Principal payment : Principal payment maturity date, 28 June 2015. Early redemption : None Other significant condition : Debt to equity ratio must be maintained at no more than 2:1 Credit rating : “BB+/Negative” by Tris Rating Co., Ltd. Trustee : Bank of Ayudhya Public Company Limited Registrar : Bank of Ayudhya Public Company Limited Secondary Market : Thai Bond Market Association (D) Short-term debentures # 1/2014 Specific name : Short-term debentures of Property Perfect Public Company Limited #1/2014(4), maturing on 14 September 2015 Type : Short-term unsecured unsubordinated holder-bearing debentures, without trustee No. of debentures : 2,000,000 units Face value : 1,000 Baht Issue size : Bt 2,000 million Offering method : Offered to institutional investors and/or big-time investors Issue date : 18 December 2014 Maturity : 270 Days from issue date Maturity date : 14 September 2015 Interest rate : Fixed 4.95% per annum Interest payment schedule : Principal payment maturity date, 14 September 2015 Principal payment : None Early redemption : Debt to equity ratio must be maintained at no more than 2:1 Other significant condition : “BBB- Stable” by Tris Rating Co., Ltd. Registrar : Bank of Ayudhya Public Company Limited

84 (E) Unsecured Debentures # 1/2014 Specific name : Unsecured debentures of Property Perfect Public Company Limited #1/2014, maturing in 2016 Type : Holder-bearing, unsubordinated, unsecured debentures with trustee No. of debentures : 2,200,000 units Face value : 1,000 Baht Issue size : Bt.2,200 million Offering method : Offered to institutional investors and/or big-time investors Issue date : 1 August 2014 Maturity : 1 year a half from issue date Maturity date : 1 February 2016 Interest rate : Fixed 5.80% per annum Principal payment : Principal payment maturity date Early redemption : None Other significant condition : Debt to equity ratio must be maintained at no more than 2:1 Credit rating : “BB+” by Tris Rating Co., Ltd. Trustee : Bank of Ayudhya Public Company Limited Registrar : Bank of Ayudhya Public Company Limited (F) Unsecured Debentures # 2/2014 Specific name : Unsecured debentures of Property Perfect Public Company Limited #2/2014, maturing in 2016 Type : Holder-bearing, unsubordinated, unsecured debentures with trustee No. of debentures : 2,400,000 units Face value : 1,000 Baht Issue size : Bt.2,400 million Offering method : Offered to institutional investors and/or big-time investors Issue date : 1 October 2014 Maturity : 2 years from issue date Maturity date : 1 October 2016 Interest rate : Fixed 5.90% per annum Principal payment : Principal payment maturity date Early redemption : None Other significant condition : Debt to equity ratio must be maintained at no more than 2:1

85 ANNUAL REPORT 2014

Credit rating : “BB+” by Tris Rating Co., Ltd. Trustee : Bank of Ayudhya Public Company Limited Registrar : ™%DQNRI$\XGK\D3XEOLF&RPSDQ\/LPLWHG The combined value of remaining debentures on 31 December 2014 is Bt13,600 million.

3.3 Bills (bill of exchange and promissory notes) As of 31 December 2014, the Company and subsidiaries own a total to Bt636.2 million through the issuance of bills of exchange which offer the interest rate of 4.70-4.80% per annum. They will come due within June 2015. As of 31 December 2014, the Company and subsidiaries own a total to Bt724.4 million through the issuance of promissory notes which carry the interest rate of 6.50-7.38% per annum or equivalent to the minimum overdraft rate (MOR). They will come due between March-June 2015. The promissory notes are backed by the pledging of land and buildings of the Company and subsidiaries. Aside, the Company also guaranteed the promissory notes of subsidiaries.

4. Dividend policy of the company and subsidiaries The Board of Directors approved at the 5/2007 meeting a change in the dividend policy, which earlier set the dividend payout ratio at 50% of after-tax profits as approved by the shareholders meeting. The change followed the alteration in the accounting measure, which is based on the cost method rather than the equity method. The Company’s dividend payment ratio was changed to 50% of the non-consolidated net profits after legal reserves. The ratio is also set in accordance with the Company’s financial status, liquidity, investment plans and other factors related to the operations. The company’s subsidiaries have dividend payout policy of at least 50% of unconsolidated net profit after deducting legal reserve. Besides, financial position, liquidity, business expansion and other factors related to the company’s management are also taken into dividend payment consideration.

86 MANAGEMENT AND AUTHORIZED PERSON OF THE COMPANY Date 31 December 2014

Dr.Tawatchai Nakhata Age 67 Chairman / Chief Executive Director / Authorized Signatory Directors Academic Qualifications 1 w 3K'8QLYHUVLW\RI,OOLQRLV w $XGLW&RPPLWWHH3URJUDP $&3  Director Accreditation Program (DAP) 52/2006 ; Thai Institute of Directors; IOD Equity Holding 0.168% Career experience within the past 5 years Timing Designation Company / Business Type 1992 - Present Chairman Property Perfect Public Company Limited 2008 - Present Chief Executive Director Property Perfect Public Company Limited 2010 - Present Independent Director Managing Director Khonburi Sugar Public Company Limited 2011 - Present Chairman Property Perfect Public Company Limited Mr.Chainid Adhyanasakul Age 60 Chief Executive Officer/ Deputy Chief Executive Director/ Authorized Signatory Directors 2 Academic Qualifications w %DFKHORURI/DZV&KXODORQJNRUQ8QLYHUVLW\ w 7KDL%DUULVWHUDW/DZ7KDL%DU$VVRFLDWLRQ w 7RMRLQ'LUHFWRU$FFUHGLWDWLRQ3URJUDP '$3 RQ-DQXDU\7KDL,QVWLWXWHRI'LUHFWRUV Equity Holding 1.542% Career experience within the past 5 years Timing Designation Company / Business Type 1985- Present Chief Executive Officer/ Property Perfect Public Company Limited Deputy Executive Director 2007 - Present Director Bright Development Bangkok Co., Ltd. / Property Development 2007 - Present Director Centrepoint Shopping Mall Co., Ltd. / Property Development 2002 - Present Director Krungthep Land Public Company Limited / Property Development 1999 - Present Director Estate Perfect Company Limited / Property Development 1995 - Oct. 2010 Director Thai Property Public Company Limited / Property Development (Formerly known as “Rattana Real Estate Public Company Limited”)

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Mr.Virayuk Puntupetch Age 68 Deputy Chairman / Independent Director / Chairman of Nominating and Remuneration Committee 3 Academic Qualifications w 0DVWHURI6FLHQFH w %DFKHORURI$UWV 3ROLWLFDO6FLHQFH  w &HUWLILFDWHLQ)LQDQFLDO3ROLF\$QDO\VLV3URJUDP,QWHUQDWLRQDO0RQHWDU\)XQG:DVKLQJWRQ'&86$ w &HUWLILFDWHLQ6WRFN0DUNHW'HYHORSPHQW3URJUDP6HFXULWLHVDQG([FKDQJH&RPPLVVLRQ:DVKLQJWRQ'&86$ w &HUWLILFDWHLQ([HFXWLYH3URJUDP+DUYDUG8QLYHUVLW\86$ w 'LUHFWRU$FFUHGLWDWLRQ3URJUDP '$3 7KDL,QVWLWXWHRI'LUHFWRUV ,2' Equity Holding 0.000% Career experience within the past 5 years Timing Designation Company / Business Type 2014 - Present Chairman of Nominating Remuneration Property Perfect Public Company Limited and Committee2/ May 2010 - Present Deputy Chairman Property Perfect Public Company Limited May 2010 - June 2014 Chairman of Remuneration Property Perfect Public Company Limited Committee2/ 2007 - April 2010 Chairman of Audit Committe Property Perfect Public Company Limited 2007 - Present Director / Independent Director Property Perfect Public Company Limited 2006 Retired Government officer The Secretariat of the Prime Minister Office 2005 - 2006 Advisor to the Prime Minister of The Secretariat of the Prime Minister Office Government Officials in Charge of International Trade Affairs and Chief of Thai Trade Representative. 2004 Advisor to the Prime Minister The Secretariat of the Prime Minister Office of Government Officials 2000 - 2004 Inspectors-General Ministry of Finance 2000 - 2004 Director Vayupak Fund 1998 - 2000 Deputy Director Fiscal Policy Office 2000 Director Office of General Administration for 33rd Annual Meeting of the Board of Governors of Asian Development Bank 1996 - 2000 Deputy Director Office of the Neighboring Countries Economic Development Cooperation Fund 1994 - 1998 Specialist Expert for Debt Management Fiscal Policy Office 1994 Director Saving & Investment Policy Division, Fiscal Policy Office 1989 Director Capital Market Development Policy Division, Fiscal Policy Office 1986 Director Financial and Financial Institution Policy Division, Fiscal Policy Office 1979 - 1980 Assistant to Country Executive World Bank - Washington DC, USA Director of SEA Group

88 Dr.Somsak Toruksa Age 63 Director / Independent Director / Audit Committee 4 Academic Qualifications w 3K'/DZV5DPNKDPKDHQJ8QLYHUVLW\ w 0DVWHU'HJUHH0DVWHURI/DZV5DPNKDPKDHQJ8QLYHUVLW\ w $XGLW&RPPLWWHH3URJUDP $&3 'LUHFWRU$FFUHGLWDWLRQ3URJUDP '$3  Thai Institute of Directors(IOD)

Equity Holding 0.000% Career experience within the past 5 years Timing Designation Company / Business Type 1998 - Present Director / Independent Director / Property Perfect Public Company Limited Audit Committee 1993 - Present Managing Director Somsak Toruksa Law Office Co., Ltd. / Law 2010 - June 2014 Chairman of Nominating Committee2/ Property Perfect Public Company Limited Mr.Vidhya Nativivat Age 60 Non Executive Director / Nominating and Remuneration Committee Academic Qualifications 5 w 0DVWHURI/DZV7KH*HRUJH:DVKLQJWRQ8QLYHUVLW\86$ w %DFKHORURI/DZV7KDPPDVDW8QLYHUVLW\ w 'LUHFWRU$FFUHGLWDWLRQ3URJUDP '$3 7KDL,QVWLWXWHRI'LUHFWRUV ,2' Equity Holding 1.397% Career experience within the past 5 years Timing Designation Company / Business Type June2014 - Present Nominating and Remuneration Committee2/ Property Perfect Public Company Limited 2004 - Present Non-Executive Property Perfect Public Company Limited 1986 -.Present Managing Director Bunchong and Vidhya Law Office Ltd. / Law 2004 - June 2014 Nominating Committee / Property Perfect Public Company Limited Remuneration Committee2/

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Dr.Thamnoon Ananthothai Age 57 Director / Independent Director / Audit Committee /Risk Management Committee 6 Academic Qualifications w 3K',QWHUQDWLRQDO0DQDJHPHQW:DOGHQ8QLYHUVLW\1DSOHV)ORULGD86$ w $&$&HUWLILFDWH$PHULFDQ$FFUHGLWDWLRQ&RXQFLOIRU$FFRXQWDQF\86$ w 0%$0DQDJHPHQW7KH8QLYHUVLW\RI6DUDVRWD)ORULGD86$ w %$$FFRXQWDQF\ 0DQDJHPHQW(FNHUG&ROOHJH6W3HWHUVEXUJ86$ w $XGLW&RPPLWWHH3URJUDP $&3 'LUHFWRU$FFUHGLWDWLRQ3URJUDP '$3  Director Certification Program (DCP) 70/2006, The role of the chairman Program (RCP) 14/2006, Understanding the Fundamental of Financial Statement (UFS) 7/2007; Thai Institute of Directors. (IOD) Equity Holding 0.000% Career experience within the past 5 years Timing Designation Company / Business Type 2010 - Present Risk Management Committee Property Perfect Public Company Limited 2005 - Present Director / Independent Director / Property Perfect Public Company Limited Audit Committee 2008 - Present Director / Audit Committee Bangkok University / University 2007 - Present Vice Chairman/Chairman of Audit Committee Better World Green Public Company Limited 2007 - Present Deputy Vice Chairman / Chairman of the IFS-Capital (Thailand) Public Company Limited Audit Committee 2004 - Present Executive Director Merchant Partners Securities Limited 2001 - Present Executive Board Member / Sub-Committee Clearing House of The Agricultural Futures Exchange of Thailand 2001 - Present Director of The Investment Management The National Social Security Fund. Sub-Committee 1997 - Present Director of Economic Sector Sub-Committee The Federation of Thai Industries. 2006 - 2013 Director / Chairman of the Audit Committee Eastern Printing Public Company Limited 2005 - 2011 Director / Audit Committee Ua Withaya Public Company Limited 2002 - 2003 Dean of College of Business Administration Dhurakij Pundit University / University 1998 - 2002 Managing Director/ President & CEO DBS Thai Danu Securities Limited / Securities Mr.Phairat Senachack Age 65 //->/–//->/&/@7>/–#AQ'/B5>'/<$>%Iğ>7%ğ>#AQ&/@7>/–//->/(Eğ-A9V>%>1%>-(E*=%&/@5=# 7 Academic Qualifications w 0LQL0%$7KDPPDVDW8QLYHUVLW\ w %DFKHORURI%XVLQHVV$GPLQLVWUDWLRQ$VVXPSWLRQ8QLYHUVLW\ w 'LUHFWRU&HUWLILFDWLRQ3URJUDP '&3  Director Accreditation Program (DAP)30/2004; Thai Institute of Directors(IOD) Equity Holding 0.000% Career experience within the past 5 years Timing Designation Company / Business Type 2011 - Present Director /Executive Director / Property Perfect Public Company Limited Consultant of Chief Executive Officer 1996 - 2010 Director / Executive Director / Property Perfect Public Company Limited Deputy Chief Operating Officer

90 Mr.Ooi Boon Aun Age 56 Non-Executive Director / Nominating and Remuneration Committee 8 Academic Qualifications w %$%XVLQHVV$GPLQLVWUDWLRQ1DWLRQDO8QLYHUVLW\RI6LQJDSRUH w 7RMRLQ'LUHFWRU$FFUHGLWDWLRQ3URJUDP '$3 RQ)HEUXDU\7KDL,QVWLWXWHRI'LUHFWRUV Equity Holding 0.000% Career experience within the past 5 years Timing Designation Company / Business Type June2014 - Present Nominating and Remuneration Committee 2/ Property Perfect Public Company Limited 2008 - Present Non-Executive Director Property Perfect Public Company Limited 2007 - Present Financial & Management Consultancy East Asset Alliance Limited.(“EAAL”) 2010 - Present Managing Director QIAN Investment Holding Pte. 2004 - 2006 Managing Director Depfa Investment Bank Ltd, Hong Kong. 1996 - 2006 Honorary Counsel Republic of Cyprus in Special Administrative Regions, Hong Kong, China. 2003 - 2004 Executive Director The Group Subsidiary of Standard Bank Asia Ltd. 1998 - 2003 Group Vice Chairman and President TCC. Business Group (Thai Beverage Group and Companies) Mrs.Nuanual Swasdikula-Na-Ayudhaya Age 65 Director / Independent Director / Chairman of Risk Management Committee 9 Academic Qualifications w %DFKHORURI/DZV7KDPPDVDW8QLYHUVLW\ w 7KDL%DUULVWHUDW/DZ7KDL%DU$VVRFLDWLRQ w 7RMRLQ'LUHFWRU$FFUHGLWDWLRQ3URJUDP '$3 RQ-DQXDU\7KDL,QVWLWXWHRI'LUHFWRUV Equity Holding 0.000% Career experience within the past 5 years Timing Designation Company / Business Type 2009 - Present Director / Independent Director / Chairman Property Perfect Public Company Limited of Risk Management Committee 2010 - June 2014 Nominating Committee2/ Property Perfect Public Company Limited 1996 - 2008 Executive Vice President TMB Bank Public Company Limited 1994 - 1996 Senior Manager for Commercial Finance TMB Bank Public Company Limited and Construction Finance 1992 - 1994 Commercial Finance Manager TMB Bank Public Company Limited 1991 - 1992 Industrial and Commercial TMB Bank Public Company Limited Finance Manager 1990 - 1991 Business Development Manager TMB Bank Public Company Limited

91 ANNUAL REPORT 2014

Mr.Krish Follett Age 65 Director / Independent Director / Chairman of Audit Committee 10 Academic Qualifications w 0DVWHUVRI%XVLQHVV$GPLQLVWUDWLRQ7KDPPDVDW8QLYHUVLW\ w %DFKHORURI(FRQRPLF7KDPPDVDW8QLYHUVLW\ w $GYDQFHG0DQDJHPHQW3URJUDP+DUYDUG%XVLQHVV6FKRRO%RVWRQ86$ w 'LUHFWRU&HUWLILFDWLRQ3URJUDP '&3 7KDL,QVWLWXWHRI'LUHFWRUV ,2' Equity Holding 0.000% Career experience within the past 5 years Timing Designation Company / Business Type 2010 - Present Director/ Independent Director / Chairman of Property Perfect Public Company Limited Audit Committee 2010 - June 2014 Remuneration Committee2/ Property Perfect Public Company Limited 2012 - Present Independent Director / Chairman of Audit Committee Thoresen Thai Agencies Public Company Limited / Chairman of Risk Management Committee 2012- Present Director/ Independent Director/ Audit Committee Sahaphatthana Inter Holding Public Company Limited 2011- Present Director/ Independent Director/ Audit Committee Thanulux Public Company Limited 2011 - Present Director/ Independent Director/ Chairman of Thai Wacoal Public Company Limited. Risk Management Committee 2010-2012 Director/ Independent Director/ Chairman of Amanah Leasing Public Company Limited Audit Committee 2008 -2009 Assistant Governor, Operation Division Bank of Thailand 2004 - 2008 Senior Director of Internal Audit Department Bank of Thailand 2002 - 2004 Senior Director of Audit 1 Dept. for Finance Bank of Thailand Control 1 Division 2000 - 2002 Director of Reorganization Department Bank of Thailand 1998 - 2000 Director of Operation Division, Northeastern Bank of Thailand Region Office 1996 - 1998 Assistant Director of Electronics Financial Bank of Thailand Transactions Center 1995 - 1996 Assistant Director of Northern Region Office Establish Unit Bank of Thailand 1992- 1995 Director of Capital Market Audit Division Security and Exchange Commission 1991- 1992 Chief of Special Department in Financial Bank of Thailand Institution Supervision in Practice

92 Ms.Sirirat Wongwattana Age 53 Director / Executive Director / Act for Chief Supporting Officer / Deputy Chief Supporting Officer / 11 Authorized signatory directors Academic Qualifications w 0$RI6FLHQFHLQ)LQDQFH8QLYHUVLW\RI+RXVWRQx&OHDUODNH86$ w %$RI6FLHQFH(FRQRPLFV %XVLQHVV$GPLQLVWUDWLRQ)LQDQFH.DVHWVDUW8QLYHUVLW\ w 'LUHFWRU&HUWLILFDWLRQ3URJUDP '&3 7KDL,QVWLWXWHRI'LUHFWRUV ,2' Equity Holding 0.000% Career experience within the past 5 years Timing Designation Company / Business Type 2014 - Present Director/ Executive Director& Secretary of Property Perfect Public Company Limited Executive / Chief Financial Officer / Act for Chief Supporting Officer 2011 - 2014 Director/ Executive Director& Secretary of Property Perfect Public Company Limited Executive / Act for Chief Supporting Officer / Deputy Chief Supporting Officer 2008 - 2010 Director/ Executive Director& Secretary of Property Perfect Public Company Limited Executive / Assistant Chief Business Development Officer 2003 - 2007 Director of Investor Relation & Information Property Perfect Public Company Limited System Division 2000 - 2003 Head of Research BFIT Securities Limited / Securities 1999 - 2000 Sub- Marketing Director BOA Asset Management company limited / Securities 1998-1999 Asst. Director of Provident Fund Dept. Bank of Asia Public Company Limited / Securities Mr.Pramote Rermyindee Age 61 Company Secretary 12 Academic Qualifications w %DFKHORURI/DZV&KXODORQJNRUQ8QLYHUVLW\ w 7KDL%DUULVWHUDW/DZ7KDL%DU$VVRFLDWLRQ w *UDGXDWH'LSORPDLQ%XVLQHVV/DZ7KDPPDVDW8QLYHUVLW\ w 'LUHFWRU&HUWLILFDWLRQ3URJUDP '&3  Director Accreditation Program (DAP) 43/2005 Finance for Non-Finance Director; Thai Institute of Directors.(IOD) Equity Holding 1.492% Career experience within the past 5 years Timing Designation Company / Business Type 1998 - Present Company Secretary Property Perfect Public Company Limited 1992 - Present Partner Manager Ordinary Partnership, Thammathit Law Office / Law 1994 - 1997 Executive Director Sapthamrong Securities Limited / Financial Institution 1993 Executive Director Sri Nakorn Credit Foncier Limited / Financial Institution

93 ANNUAL REPORT 2014

Ms.Supee Reodacha Age 55 Executive Director / Act for Chief Financial Officer / Deputy Chief Financial Officer 13 Academic Qualifications w 0DVWHURI%XVLQHVV$GPLQLVWUDWLRQ5RRVHYHOW8QLYHUVLW\86$ w %DFKHORURI(FRQRPLF7KDPPDVDW8QLYHUVLW\ Equity Holding 0.000% Career experience within the past 5 years Timing Designation Company / Business Type 2011 - 2015 Executive Director / Act for Chief Financial Officer/ Property Perfect Public Company Limited Deputy Chief Financial Officer 2008 - 2010 Asst. Chief Financial Officer Property Perfect Public Company Limited 2002 - 2008 Executive Director / Finance & Treasury Director Property Perfect Public Company Limited Mr.Wicharn Siriwetwarawut Age 54 Executive Director / Act for Chief Operating Officer 1 / Deputy Chief Operating Officer 1 14 Academic Qualifications w 0DVWHURI%XVLQHVV$GPLQLVWUDWLRQ&KXODORQJNRUQ8QLYHUVLW\ w %DFKHORURI&LYLO(QJLQHHU&KXODORQJNRUQ8QLYHUVLW\ Equity Holding 0.000% Career experience within the past 5 years Timing Designation Company / Business Type 2014 - Present Executive Director / Chief Operating Officer 1 Property Perfect Public Company Limited Asst. Chief Operating Officer 2011 - 2014 Executive Director / Act for Chief Operating Property Perfect Public Company Limited Officer 1 / Deputy Chief Operating Officer 1 2003 - 2010 Asst. Chief Operating Officer Property Perfect Public Company Limited 1995 - 2003 Managing Director Baanpan Engineering & Holding Co., Ltd. 2014 - Present Managing Director Estate Perfect Co., Ltd. 2014 - Present Managing Director Residence Number Nine Co., Ltd. 2014 - Present Managing Director Perfect Prefab Co., Ltd.

94 Mr.Pornswat Katechulasriroj Age 48 Executive Director / Act for Chief Operating Officer 2 / Deputy Chief Operating Officer 2 15 Academic Qualifications w %DFKHORURI(QJLQHHU.LQJ0RQJNXWtV,QVWLWXWHRI7HFKQRORJ\/DGNUDEDQJ Equity Holding 0.000% Career experience within the past 5 years Timing Designation Company / Business Type 2014 - Present Executive Director / Chief Operating Officer 2 Property Perfect Public Company Limited 2010 - 2014 Executive Director / Act for Chief Operating Officer Property Perfect Public Company Limited 2/ Deputy Chief Operating Officer 2 2014 - Present Managing Director/ Chief Operating Officer 2 Bright Development Co., Ltd. 2010 - 2014 Director / Act for Chief Operating Officer 2 Bright Development Co., Ltd. Deputy Chief Business Development Officer2 2011 - Present Director / Act for Chief Operating Officer 2/ Estate Perfect Co., Ltd. 2009 -2010 Deputy Chief Operating Officer 2 Estate Perfect Co., Ltd. 2008 - 2009 Director / Asst. Chief Operating Officer 2 Property Perfect Public Company Limited Director of Research and Business Development 2014 - Present Supervision U&I Construction Bangkok Co., Ltd. Mr.Wongsakorn Prasitvipat Age 54 Executive Director / Act for Chief Business Development Officer / Deputy Chief Business 16 Development Officer Academic Qualifications w 0DVWHURI%XVLQHVV$GPLQLVWUDWLRQ&KXODORQJNRUQ8QLYHUVLW\ w %DFKHORURI$UFKLWHFW&KXODORQJNRUQ8QLYHUVLW\ w 5HDO(VWDWH&RXUVH 5(&8 &KXODORQJNRUQ8QLYHUVLW\ Equity Holding 0.000% Career experience within the past 5 years Timing Designation Company / Business Type 2014 - Present Executive Director / Chief Business Development Officer Property Perfect Public Company Limited 2011- Present Executive Director / Act for Chief Business Development Property Perfect Public Company Limited Officer / Deputy Chief Business Development Officer 2008 - 2010 Asst. Chief Operating Officer Property Perfect Public Company Limited 1993 - 2007 Director of Design & Project Development Division Property Perfect Public Company Limited 2014 - Present Managing Director Chiang Mai Development Co., Ltd.

95 ANNUAL REPORT 2014

Mr.Surasak Vacharapongpreecha Age 51 Asst. Chief Financial Officer 17 Academic Qualifications w 0DVWHURI%XVLQHVV$GPLQLVWUDWLRQ7KDPPDVDW8QLYHUVLW\ w %DFKHORURI$FFRXQWDQF\7KDPPDVDW8QLYHUVLW\ w &HUWLILHG3XEOLF$FFRXQWDQW Equity Holding 0.082% Career experience within the past 5 years Timing Designation Company / Business Type 2014 - Present Deputy Chief Financial Officer Property Perfect Public Company Limited 2010 - 2014 Asst. Chief Financial Officer Property Perfect Public Company Limited 2013- 2014 Company Director Bright Development Co., Ltd. 2005 - 2009 Accounting Division Deputy Director Property Perfect Public Company Limited Prof.Dr.Suchatvee Suwansawat 1/ Age 42 Director / Executive Director 18 Academic Qualifications w 3K'LQ&LYLODQG(QYLURQPHQWDO(QJLQHHULQJ0DVVDFKXVHWWV,QVWLWXWHRI7HFKQRORJ\ 0,7 86$ w 0DVWHURI6FLHQFH 06 LQ7HFKQRORJ\DQG3ROLF\ w %DFKHORURI(QJLQHHULQJ %(QJ LQ&LYLO(QJLQHHULQJ+RQRUV.LQJ0RQJNXWtV,QVWLWXWHRI7HFKQRORJ\/DGNUDEDQJ w $XGLW&RPPLWWHH3URJUDP $&3 'LUHFWRU&HUWLILFDWLRQ3URJUDP '&3 7KDL,QVWLWXWHRI'LUHFWRUV ,2' w &HUWLILFDWHRI7RS([HFXWLYHVLQ%XVLQHVVDQG,QGXVWULDO'HYHORSPHQW,QVWLWXWHRI%XVLQHVVDQG,QGXVWULDO'HYHORSPHQW  w &HUWLILFDWHRI5HDO(VWDWH'HYHORSPHQW  w &HUWLILFDWHRI7RS([HFXWLYHV&DSLWDO0DUNHW$FDGHP\  w 8QLYHUVLW\*RYHUQDQFH3URJUDPHG8*3  .QRZOHGJH1HWZRUN,QVWLWXWHRI7KDLODQG w ([HFXWLYH'HYHORSPHQW3URJUDP ¤¹mš Equity Holding 0.082% Career experience within the past 5 years Timing Designation Company / Business Type Present Director / Executive Director Property Perfect Public Company Limited Present Dean of College of Engineering King Mongkut’s Institute of Technology Ladkrabang Present President of the Association of Engineering The Association of Engineering Institute of Institute of Thailand (EIT) Thailand (EIT) 2011- Present Director of Board of Investment of Thailand Board of Investment of Thailand 2012 - 2013 President of National Housing Authority National Housing Authority 2010 - 2011 Director SRT Electrified Train Co., Ltd. (Airport Rail Link) 2009 - 2010 Chairman of the Airport Rail Link monitoring committee Note : 1/ The Board of Directors at the 4/2014 meeting on 16 June 2014 appointed Prof. Dr. Suchatvee Suwansawat as an independent director, replacing Mr. Anuwat Maytheewibulwut. Mr. Anuwat submitted his resignation on 15 February 2014. 2/ The Board of Directors at the 4/2014 meeting on 16 June 2014 approved the consolidation of the Nomination Committee and the Remuneration Committee into a one committee, the Nomination and Remuneration Committee, effective on 17 June 2014.

96 DETAILS OF POSITIONS

Details of directors, executive directors and directors of Property Perfect Plc., subsidiary company and affiliates as of 31 December 2014. Associated Company ‘s name Company Subsidiary Company Company Center Name PF EP BD R9 CD WR Point RM P-PREFABPSC PPI KRH KA KLAND1/ 1. Dr.Tawatchai Nakhata X, XXX X / / / 2. Mr.Virayuk Puntupetch *, XX 3. Mr.Chainid Adhyanasakul /, //, /// / / / / / / 4. Mr.Phairat Senachack /, //, /// / 5.Dr.Somsak Torukraksa *, / 6.Dr.Thamnoon Ananthothai *, / 7. Mr.Vidhya Nativivat / 8. Ms.Sirirat Wongwattana /, //, /// 9. Mr.Ooi Boon Aun *, / 10. Mrs.Nuanual Swasdikula-Na-Ayudhaya *, / 11. Mr.Krish Follett *, / 12. Mr.Pramote Rermyindee @ / / / 13. Ms.Supee Reodecha //, /// / 14. Mr.Wicharn Siriwetwarawut //, /// / / 15. Mr.Pornswat Katechulasriroj //, /// / / 16. Mr.Wongsakorn Prasitvipat //, /// / / 17. Mr.Surasak Vacharapongpreecha /// 18. Prof.Dr.Suchatvee Suwansawat 2/ *, / Note : 1/ The Board of Directors at the meeting on 6 November 2014 resolved to sell all shares in Krungthep Land to Golden Land Property Development. The decision requires the approval of Golden Land’s shareholders at the meeting on 9 December 2014. 2/ The Board of Directors at the 4/2014 meeting on 16 June 2014 appointed Prof.Dr.Suchatvee Suwansawat as a director and independent director, replacing Mr. Anuwat Maytheewibulwut who resigned on 15 February 2014. PF = Property Perfect Public Company Limited EP = Estate Perfect Company Limited. BD = Bright Development Bangkok Company Limited R9 = Residence Number Nine Co., Ltd. CD = Chiang Mail Development Co., Ltd. WR = We Retail Public Company Limited. Center Point = Centre point Shopping Mall Company Limited RM = Ramintra Mall Co., Ltd P-PREFAB = Perfect Prefab Co., Ltd. PSC = Perfect Sport Club Co., Ltd. PPI = Property Perfect International Pte.Ltd. KRH = Kiroro Resort Holding Co., Ltd. KA = Kabushiki Kaisha Kiroro Associates Co., Ltd. x = Chairman xx = Deputy Chairman xxx = Chief Executive Director * = Independent Director / = Director // = Executive Director /// = Executive @ = Company Secretary

97 ANNUAL REPORT 2014 EXECUTIVES’ REMUNERATION

1. Financial Benefits The company has in place a committee to consider remunerations. The committee is responsible for drafting the policy and criteria for the remuneration of chief executive officer, directors, and the company’s advisors. It also takes charge in setting the annual pay increase and interim salary adjustment, as well as other benefits to reward the contribution from executives and employees. Under its responsibility is also the regulations on employment, code of conduct and appropriate and fair punishment clauses. A.) Director remuneration Meeting allowances and director fees paid out by the company in 2014 as follows:

Executives’ remuneration (Million Baht) Meeting allowances in 2014 1/ 1/ 1/

Name Position Director Director director Audit director Remuneration Nomination and Risk Management Nomination Director Remuneration director Dr.Tawatchai Nakata Chairman / Chief Executive Director 0.70 - ---- Mr.Virayuk Puntupetch * Deputy Chairman / Chairman of 0.49 - 0.05 - - - Nomination and Remuneration Committee Mr.Chainid Adhyanasakul Director / Deputy Chief Executive 0.35----- Director and Chief Executive Officer Dr.Somsak Toruksa * Director / Audit Committee 0.30 0.24 - 0.10 - - Dr.Thamnoon Ananthothai * Director / Audit Committee / 0.20 0.18 - - - 0.24 Risk Management Committee Mr.Phairat Senachak Director / Executive Director 0.35 - ---- Mr.Vidhya Nativivat Director / Nomination and 0.35 - 0.03 0.06 - - Remuneration Committee Ms.Sirirat Wongwattana Director / Executive Director 0.35 - ---- Mr.Ooi Boon Aun Director / Nomination and 0.30----- Remuneration Committee Mrs.Nuanual Swasdikula-Na Director/ Chairman of 0.35 - - 0.06 - 0.40 -Ayudhaya * Risk Management Committee

98 Executives’ remuneration (Million Baht) Meeting allowances in 2014 1/ 1/ 1/

Name Position Director Director director Audit director Remuneration Nomination and Risk Management Nomination Director Remuneration director Mr.Krish Follett * Director/ Chairman of Audit Committee 0.35 0.40 0.03 - - - Prof.Dr.Suchatvee Suwansawat 2/ *Director 0.10----- Mr.Boonliam Luangnakthongdee Risk Management Committee -----0.24 Mr.Chirdsak Kukiattinun Risk Management Committee -----0.24 Total 4.19 0.82 0.11 0.22 - 1.12 Note ( Some directors, aside from meeting allowance, are receiving salaries as executives and members of the Executive Board) * Director 1/ The Board of Directors at the 4/2014 meeting on 16 June 2014 approved the consolidation of the Nomination Committee and the Remuneration Committee into a one committee, the Nomination and Remuneration Committee, effective on 17 June 2014. 2/ The Board of Directors at the 4/2014 meeting on 16 June 2014 appointed Prof. Dr. Suchatvee Suwansawat as an independent director, replacing Mr. Anuwat Maytheewibulwut. Mr. Anuwat submitted his resignation on 15 February 2014 due to other obligations that prevented him from maintaining the directorship.

B.) Directors and Executives’ Remuneration in 2014 In 2014, the company’s remuneration for 10 Executive Directors and executives, consisting of salary and bonus, totaled Bt47.22million and Bt.9.20 million, respectively.

Note: *To conform with the past disclosure of financial remuneration of executives, the word “executives” include accounting or finance managers.

2. Other payments to directors -None- Other payments to executives Consisting of welfare, social security fund, and contribution to the provident fund paid by the company and employees at the rate of 3-10% of salary. In 2014, The remunerations for 10 Executive Directors and executives paid by the company total Bt. 0.14 million and Bt.4.42 million, respectively.

99 ANNUAL REPORT 2014 CORPORATE GOVERNANCE

Corporate Governance Policy The Board of Directors recognized the value of good corporate governance, in enhancing transparency, the company’s competitiveness, trust from shareholders, investors and other stakeholders, and the long-term business merits. Stakeholders and society’s benefits were taken into account. The company has applied the governance guidelines of the Securities and Exchange Commission and the Stock Exchange of Thailand, which are in line with the OECD Principles of Corporate Governance, in the following elements. Section 1: Shareholders’ rights The Board of Directors emphasized shareholders’ rights and ensured equitable treatment to all, as prescribed in the company’s rules and regulations and relevant laws. Shareholders hold the rights to attend annual meetings, the rights to appoint their proxy to vote at the meetings, the rights to vote on the appointment or removal of individual directors, the rights to cast votes in significant matters, the rights to dividend, the rights to raise opinions and questions at the meetings, and the rights to sufficient and timely information. The Board sets the annual shareholder meeting (AGM) once a year, within 4 months after the end of each accounting year. If necessary, an extraordinary shareholder meeting will be called where shareholders can vote on issues which could affect their interests, or legal issues which need shareholders’ approval. In organizing the AGM, the Board puts forward the shareholders’ rights. Invitation containing agenda in details and the Board’s opinions was dispatched at least 15 days prior to the meeting date, with the proxy form, the list of independent directors and proxy advice. With timely information, shareholders can make decisions prior to the meeting date or could appoint independent directors as their proxy. The AGM was published in daily newspapers for at least 3 consecutive days and at least 3 days ahead of the meeting. The meeting details and agenda were also posted on the company’s website 30 days before the meeting, so that shareholders or investors can submit their questions in advance. During the meeting, the Board facilitates shareholders’ attendance and voting, and refrains from any actions which will limit their attendance. All shareholders are given full freedom to raise their questions and opinions.

100 Section 2: Equitable Treatment to Shareholders The company values equitable shareholder treatment. Shareholders’ rights are covered in the corporate governance policy and all are treated in a fair manner through these measures: w 7KHSURFHVVWRRUJDQL]H$*0LVWUDQVSDUHQWDQGHIILFLHQWLQOLQHZLWKWKHFRPSDQ\tVUXOHVDQGUHJXODWLRQVDQG relevant laws. Shareholders are given fair chance to raise opinions and questions, with sufficient time allocation. w 6KDUHKROGHUVDUHDVNHGWRUHYLHZDQGYRWHRQGLUHFWRUVRQWKHLQGLYLGXDOEDVLVDQGWRDSSURYHWKHGLUHFWRUVtUHPXQHUDWLRQ auditor’s appointment, auditor fee and other agenda as described in the meeting invitation. w %DOORWVDUHLVVXHGIRUDOODJHQGD w 6KDUHKROGHUVFXPH[HFXWLYHVDUHEDUUHGIURPSURSRVLQJH[WUDDJHQGDZLWKRXWQRWLI\LQJRWKHUVLQDGYDQFHVRWKDWDOO shareholders have sufficient time in reviewing details of each agenda. w 6KDUHKROGHUVZKRFDQQRWDWWHQGWKHPHHWLQJFDQDSSRLQWLQGHSHQGHQWGLUHFWRUVRURWKHUSHUVRQVDVWKHLUSUR[\ who will cast votes on behalf of them. The company’s proxy form is designed to allow shareholders to state their voting opinions. w 7KHPHHWLQJLVWKRURXJKO\UHFRUGHG7KHPHHWLQJPLQXWHVFRQWDLQDOOVLJQLILFDQWLQIRUPDWLRQOLNHWKHUHVROXWLRQVDQG votes, questions, explanations and opinions raised. w 0HDVXUHVDJDLQVWLQVLGHUWUDGLQJDPRQJGLUHFWRUVDQGH[HFXWLYHVDUHLQSODFH$OOPXVWUHSRUWWKHLUVKDUHKROGLQJDV well as the holdings of spouses and under-aged children. They must report on any change in the shareholdings, after acquisition, disposal or transfer, to the Securities and Exchange Commission under the Securities and Exchange Act BE2535’s Article 59, within 3 days after the acquisition, disposal or transfer. w ,QSODFHDUHWKHPHDVXUHVDQGSURFHGXUHLQDSSURYLQJWUDQVDFWLRQVZLWKSRVVLEOHFRQIOLFWRILQWHUHVWRUFRQQHFWHG transactions, with full compliance with the Stock Exchange of Thailand’s regulations on connected transactions, for the equitable benefits of shareholders. Moreover, the Audit Committee also thoroughly screened connected transactions and transactions with possible conflict of interest, before submission to the Board, as required by the SET.

101 ANNUAL REPORT 2014

Section 3: Stakeholders’ rights The company realizes the significance of all stakeholders - shareholders, employees, customers, competitors, creditors (suppliers and contractors), relevant government agencies, society and environment. The policies are geared towards fairness to all groups of stakeholders as follow:

Shareholders The company is concerned about transparency in important information disclosure to all shareholders accurately, completely and timely through channels including the SET’s electronic media, the company’s website, announcement in newspapers, press releases and written notices.

Employees The company, through the Remuneration Committee, provides the appropriate pay structure for employees, as well as the systematic promotion process for fairness to all. A manual is issued to all employees, notifying them all of eligible welfares. The provident fund is in place for all employees.

Customers The company has determined to not only quality construction but also code of conducts by taking care and responsible for customers, offering quality and standard services, and solving customer complaints or providing advices as the earliest.

Competitors The company has adhered to good competition rules and avoided dishonest practices to destroy competitors.

Creditors Product distributors The company has a clear period for placing invoice and check payment after handing over/inspecting works, informs contractors before they are hired and proceed payment to be in line with regulations strictly to ensure confidence of creditors. Contractors The company has a criteria for contractor selection to have efficient contractors and offer them equal opportunity. The company has set fair price as the reference. Even though prices of some items are greater than agreed prices, the company can maintain the average price on par with the market price. Occasionally, the company has taken degree of difficulty of working condition into account for pricing and authorised each hiring sub-committee to consider the matter properly based on objectives and success in transparent procurement. To ensure contractors’ confidence and let them growth along with the company, the company has stated the clear construction progress and fair construction payment installment, inspection, and invoice placing in agreements with contractors for equal treatment, and set payment period in compliance with the company’s regulations.

102 Section 4: Information Disclosure and Transparency The Board puts emphasis on information disclosure and transparency, with sufficient information released to all stakeholders and measures to ensure the disclosure of accurate, complete and credible information in a timely manner for equal access. Key financial information is sufficiently disclosed in the financial statements, in line with the regulations. They are disclosed via the SET system and the company’s website. The financial statements are reviewed/audited, with unconditional opinions from the auditor and the Board’s approval before the release to shareholders. The Board also expresses its responsibility for the financial statements in the annual report. The company discloses significant financial and non-financial information through the SET system and the company’s website, for accurate, complete, equitable, fair, transparent and timely dissemination to the general public. The Investors Relations and Information Technology Unit is in charge of the dissemination and communicate with local and foreign shareholders, investors, stock analysts accurately, equitably and timely. Investors can contact the Investor Relations Unit for the company’s information at Tel: 0-2247-7500, Fax: 0-2247-7399, e-mail: [email protected], or www.pf.co.th/ir. The Board discloses its role and scope of responsibility as well as those of sub-committees, as well as the number of meetings each director attended under item “Management”. Remuneration of the directors and top executives are shown in item “Directors’ Remuneration”. The company has pursued the Stock Exchange of Thailand’s rules and regulations governing connected transactions or acquisition and disposal of assets of listed companies, whichever is the case. Besides the company has set policies and guidelines to prohibit executives and related persons from using inside information for their own interests. The company has regarded an importance of efficient internal control system for both executives and operational levels. Practices of operational staff and executives are determined and clearly written. The company has set up an internal audit office to exclusively take responsible for efficient operational examination. The internal audit reports the result directly to the Audit Committee.

103 ANNUAL REPORT 2014

5. Board of Director’s Responsibility Board of directors’ structure The company requires independent directors account for at least one third of all directors, or at least 3. At present, the company’s board of directors consists of 12 experienced, knowledgeable and capable directors as follows: - Executive Director 4 persons - Non-executive director 1 persons - Independent Director 7 persons The chairman does not serve as the CEO, to segregate their supervisory and executive roles. All directors possess full independence in giving opinions. Much emphasis is placed on the opinions of the independent directors. In any issue that draws any suggestions or disagreement from independent directors will be reviewed for transparency. The Board abides by the minimum requirements of the SEC and SET in formulating independent directors criteria. 1. They must hold no more than 1% of all voting shares in the company, subsidiaries, affiliates, or in the companies which are major shareholders or have controlling power over the company. The shareholding includes that of those related to the particular independent director. 2. They must not have been or are not involved in the management, or employees, wage earners, or advisors on the payroll, or controlling persons of the company, its subsidiaries, affiliates, or equivalent companies, or juristic persons now and at least 2 years before their appointment as independent directors. Former civil servants for advisors of government agencies which are major shareholders or controlling persons are not included. 3. They are not related by blood or registration as parents, spouses, siblings, or children, spouses of any of the children to members of the management, major shareholders, those exercising control, or those about to be nominated as members of the management or controlling entities over the company or subsidiaries. 4. Have absolutely no vested interests in the company, its subsidiaries, affiliates, or major shareholders or controlling entities of the company, which could obstruct their independent judgment. They are not either a significant shareholder or a controlling shareholder who has business relationship with the company, subsidiaries, affiliates now and at least 2 years before their appointment. 5. They do not serve as the auditor of the company, subsidiaries, affiliates, the parent company, or controlling entities, or a significant shareholder (with over 10 per cent of voting shares including connected persons’) of the company, controlling entities, or a partner of the audit firm of which auditors perform their jobs on the company, subsidiaries, affiliates, the parent companies or controlling entities at least 2 years before their appointment

104 6. They do not serve as a professional service provider, including legal or financial services of which fees more than Baht2 million per year are levied on the company, subsidiaries, affiliates, the parent company, or controlling entities, or a significant, controlling shareholder or a partner of the professional service provider at least 2 years before their appointment. 7. They are not appointed to represent the directors of the company, major shareholders, or shareholders who are related to major shareholders. 8. They do not operate a company with the similar nature to and significant competition with the company, subsidiaries or affiliates, or hold a significant ownership in a partnership or act as a director with management power, employees, wage earners and advisor on payroll, or hold over 1% of voting shares of other companies which operate in the same industry or present significant competition against the company or subsidiaries. 9. Have no other characteristics that could bar the expression of their free views on the company’s operations. The company’s management structure consists of the Board of Directors, four sub-committees reporting to the Board of Directors - the Audit Committee, the Nomination Committee, and the Remuneration Committee, the Risk Management Committee and the executive committee. (Details of the Board of Directors and the sub-committees, concerning names and responsibilities, are shown in “Management Structure”)

Responsibilities of the Board of Directors The Board consists of knowledgeable, capable, skilled and experienced persons who realize their roles and responsibilities, which resulted in efficient operations. The Board takes part in formulating the vision, mission, strategies, goals, business plans and resource allocation, to ensure the management’s efficient and effective implementation. The Board values good corporate governance, to enhance transparency and the company’s competitiveness. To instill trust among shareholders, investors and all stakeholders, there is the written corporate governance policy which is reviewed once a year to fit the environment, business direction and international standards. The Code of Conduct is in place so that employees perform in accordance with the corporate governance policy. To prevent conflicts of interest or connected transactions, the Board assigned sub-committees with clear segregation of roles. There are policies, code of practices and the procedure to approve transactions which might carry conflict of interest, as guidelines to executives, employees and relevant parties. Such cover the criteria in endorsing connected transactions, the use of inside information and information disclosure. The Board also demands the management to regularly assess business risks and formulate risk preventing and mitigation measures, and report them to the Board. These include the risks that may affect the company’s performance, as specified in item “Risk Factors”.

105 ANNUAL REPORT 2014

Board Meetings The Board holds quarterly meetings, aside from extra meetings as necessary, with clear and prepared agenda, to review the quarterly results as well as monitor progress. The chairman and CEO will jointly review the issues, before brining them up to the Board’s meetings. Each director is allowed to propose their own agenda. In each meeting, the chairman allocates sufficient and ample time for discussion. Meeting minutes are written and the minutes, approved by the Board, are stored for inspection by the Board and relevant parties. The minutes of the board of directors and sub-committees in 2009 are in “Management” Section. Board of Directors’ self assessment Executive directors conduct a quarterly evaluation to assess performance in part of their responsibility and the performance evaluation is presented to the company’s Board of Directors to compare with performance in the past.

Remuneration The company has appointed the Remuneration and Human Resource Committee to consider remuneration principles and policies for Chief Executive Officer, directors and advisors and determine bonus, salary adjustment annually and during the year, and other benefits to staff in each level. Remuneration determination is based on experience, duty and scope of responsibility, and compare with other companies in the same industry (see details in heading remuneration of directors and management).

Directors and Management improvement The company is concerned about the importance of Directors and Management improvement for management succession in the future.The company is aware of the importance of human resources in management level by organizing training “Real Estate Business Management”, contents of which include real estate knowledge, law, finance, accounting and good corporate governance to prepare the company’s high-level executives for being directors in the future. For the company’s directors, they participated in trainings held by Thai Institute of Directors and aimed to develop and support directors to take practices of good corporate governance in organization.

106 CONNECTED TRANSACTIONS 1.Transactions of the company with subsidiarie Amount (Million Baht) Legal Entity / Relationship »ßÎÛàÎÐáÖÜÛ/ 2014 2013 2012 Pricing policy Subsidiary Estate Perfect Company Limited (EP) Loans Loan The Company loaned to EP, wholly-owned subsidiary, for land Relationship : 1 Jan 410.27 1,101.58 945.98 purchase, project development and working capital, charging the - The company holds 100%. Extra 155.00 235.00 630.00 interest of 25-1.50 basis points above the Company’s average financial - The company’s executives (Mr.Wicharn (repayment) (319.07) (926.31) (474.40) cost. Siriwetwarawut, Ms.Sirirat Wongwattana) 31 Dec 246.20 410.27 1,101.58 Audit Committee’s comment are directors. Interest Received Necessary financial assistance to a subsidiary. The interest charge, 25-150 1 Jan 1.32 15.58 45.49 basis points per annum above the Company’s average financial cost, is - The company’s employees (Mr.Wason Extra 12.57 29.43 65.69 reasonable. Srirattanapong and Mr.Kritpas (repayment) (10.94) (43.69) (95.60) Pongpakawat) are directors. 31 Dec 2.95 1.32 15.58 Interest Revenue 0.11* - - The Company sold land on which roads inside its development projects from Land Sale are located to EP. Transferring the ownership to EP, the Company, as Cost of Land 0.02 - - the project developer, needs not transfer the land for public use. Such transfer is a normal practice among property developers. Audit Committee’s comment 1) The transaction benefits the Company’s operations, deemed normal among property developers. 2) The Company and the subsidiary jointly agreed on the price.

Note: *Sale Road space in the Company’s projects. 107 108 Amount (Million Baht) ANNUAL REPORT2014 Legal Entity / Relationship »ßÎÛàÎÐáÖÜÛ/ 2014 2013 2012 Pricing policy Estate Perfect Company Limited (EP) Installing Other income 0.13 - - The Company hired a contractor for curtain installation in EP’s show (Continued) curtains houses, and charged EP at cost. Audit Committee’s Comment Normal business transaction, completed at cost

Guarantee Amount 3,178.20 3,944.64 2,102.64 The Company guaranteed a loan from financial institutions to a subsidiary, without charging any fee. Audit Committee’s Comment Reasonable transaction, to support the operations of a subsidiary which must comply with the financial institutions’ lending criteria.

Bright Development Bangkok Company Loans Loan The Company loaned to wholly-owned BD, for land purchase, project Limited (BD) 1 Jan 1,712.61 1,206.71 855.15 development and working capital, charging the interest of 25-1.50 basis Relationship : Extra 270.00 1,090.00 785.00 points above the Company’s average financial cost - The company holds 100%. (repayment) (299.05) (584.10) (433.44) Audit Committee’s Comment - The company’s executives (Mr.Pornswat 31 Dec 1,683.56 1,712.61 1,206.71 Necessary financial assistance to a subsidiary. The interest charge, 25-150 Katechalasrirot and Ms.Sirirat Interest Received basis points per annum above the Company’s average financial cost, is Wongwattana) are directors 1 Jan 5.03 19.79 28.80 reasonable. - The company’s employees (Mr.Nantachart Extra 91.67 81.13 57.76 Kliebphipat) is a director. (repayment) (90.95) (95.89) (66.77) 31 Dec 5.75 5.03 19.79 Amount (Million Baht) Legal Entity / Relationship »ßÎÛàÎÐáÖÜÛ/ 2014 2013 2012 Pricing policy Bright Development Bangkok Land leasing Revenue from leasing 1.52 0.12 - The Company leased BD space in the dormintory which serves as BD’s Company Limited (BD) (Continued) sale office for projects located nearby (Salaya), as BD sold the dormitory debtor 0.93 0.14 - building to Uniloft Property Fund and the Company leased the project from the fund. Audit Committee’s Comment 1) Normal business transaction to support the subsidiary’s operations 2) The jointly-agreed fee is comparative to market rate. Electrical and Other income 0.19 0.02 - The Company charged BD for the utilities service fees at cost. water bill Audit Committee’s Comment Normal business transaction, settled at cost Advance Debtor 1.50 1.50 1.50 The Company transferred advanced payment for land plot to BD, which payment for developed the land plot, to meet the project financier’s criteria at the time. The land amount was transferred at cost. purchase Audit Committee’s Comment 1) The transaction was to support the subsidiary’s operations and in line with the lending institutions’ criteria. 2) Transaction at cost Advance Creditors - 0.95 - BD made advance payment on marketing promotion expenses to the payment on Company. operating Audit Committee’s Comment expense 1) Actual transaction. 2) The fee was at cost. Guarantee Amount 4,170.76 5,819.74 5,018.58 The Company guaranteed a loan from financial insitutions to a subsidiary without charging fee. Audit Committee’s Comment Reasonable transaction, to support the operations of a subsidiary which must comply with the financial institutions’ lending criteria. 109 110 Amount (Million Baht) ANNUAL REPORT2014 Legal Entity / Relationship »ßÎÛàÎÐáÖÜÛ/ 2014 2013 2012 Pricing policy Residence Number Nine Company Limited Loan Loan The Company loaned to wholly-owned R9 for land purchase, project (R9) 1 Jan 5.17 144.42 - development and working capital, charging the interest of 25-1.50 Relationship : Extra - 191.10 192.00 basis points above the Company’s average financial cost. - The company holds 100%. (repayment) (5.17) (330.35) (47.58) Audit Committee’s Comment - The company’s executives (Mr.Wicharn 31 Dec - 5.17 144.42 Necessary financial assistance to a subsidiary. The interest charge, 25-150 Siriwetwarawut and Ms.Sirirat Interest Received basis points per annum above the Company’s average financial cost, is Wongwattana) are directors 1 Jan 0.01 4.98 - reasonable. - The company’s employees (Mr.Pornchai Extra 0.05 4.68 7.40 Ketlek and Mr.Sanpetch Sukkasem) are (repayment) (0.06) (9.65) (2.42) directors. 31 Dec - 0.01 4.98 Loan Loan The Company extended a working capital loan to wholly-owned R9, 1 Jan - - - charging the interest of 25 basis points above R9’s average financial Extra 175.00 - - cost. (repayment) - - - Audit Committee’s Comment 31 Dec 175.00 - - Necessary financial assistance to a subsidiary. The interest charge, 25- Interest Payable 150 basis points per annum above the Company’s average financial cost, 1 Jan - - - is reasonable. Extra 5.37 - - (repayment) - - - 31 Dec 5.37 - - Land Sale Revenue from land sale - 28.10 - The Company sold a land plot to wholly-owned R9, for a land development Cost of land - 14.39 - purpose. Audit Committee’s Comment The transaction is to support the subsidiary’s operations, completed at a jointly-agreed price. Amount (Million Baht) Legal Entity / Relationship »ßÎÛàÎÐáÖÜÛ/ 2014 2013 2012 Pricing policy Residence Number Nine Company Limited Purchase Land Purchase - - 8.50 The Company bought a vacant land plot from wholly-owned R9, for a (R9)(Continued) land for land development purpose. Development Audit Committee’s Comment The transaction is to support the Company’s operations, completed at a jointly-agreed price. Guarantee Amount 1,739.28 2,026.78 1,053.50 The Company guaranteed a loan from financial insitutions to a subsidiary without charging fee. Audit Committee’s Comment The transaction was to support the subsidiary’s operations and in line with the lending institution’s criteria. Chiangmai Development Company Limited Loan Loan The Company loaned to CD, wholly-owned subsidiary, for land (CD) - - - purchase, project development and working capital, charging the Relationship : 1 Jan 17.33 37.70 - interest of 25-1.50 basis points above the Company’s average financial - The company holds 100%. Extra - (37.70) - cost. - The company’s executives (Mr.Wongsakorn (repayment) 17.33 - - Audit Committee’s Comment Prasitvipat , and Ms.Sirirat Wongwattana) 31 Dec Necessary financial assistance to a subsidiary. The interest charge, 25-150 are directors basis points per annum above the Company’s average financial cost, is - The company’s employees (Mr.Wason reasonable. Srirattanapong) is a director. Interest Received 1 Jan - - - Extra 0.29 1.42 - (repayment) - (1.42) - 31 Dec 0.29 - - 111 112 ANNUAL REPORT2014 Amount (Million Baht) Legal Entity / Relationship Transaction 2014 2013 2012 Pricing policy Chiangmai Development Company Limited Loan Loan The Company borrowed a working capital loan from wholly-owned CD, (CD)(Continued) 75.00 - - paying interest at 25 basis points above CD’s average financial cost. 1 Jan - 75.00 - Audit Committee’s Comment Extra (75.00) - - The transaction served as a financial support among the Company (repayment) - 75.00 - and subsidiaries. The levied interest at 0.25% above CD’s average 31 Dec financal cost is reasonable. Interest Payable 1 Jan 0.35 - - Extra 3.62 0.35 - (repayment) (3.97) - - 31 Dec - 0.35 - Guarantee Amount 119.60 119.60 - The Company guaranteed a loan from financial insitutions to a subsidiary without charging fee. Audit Committee’s Comment The transaction was reasonable, aimed to support the subsidiary’s operations given the necessity in meeting the lending institution’s criteria for the business loan. Amount (Million Baht) Legal Entity / Relationship Transaction 2014 2013 2012 Pricing policy We Retail Public Company Limited (WR) Loans Loan The Company loaned to wholly-owned WR for land purchase, Relationship : 1 Jan 411.09 30.00 - project development and working capital, charging the interest of - The company holds 93.31% Extra 363.90 411.00 30.00 25-1.50 basis points above the Company’s average financial cost. - Chairman of the company (repayment) - (29.91) - Audit Committee’s Comment (Dr.Tawatchai Nakhata) is a director. 31 Dec 774.99 411.09 30.00 Necessary financial assistance to a subsidiary. The interest charge, - Chief Executive Director of the company Interest Received 25-150 basis points per annum above the Company’s average financial (Mr.Chainid Adhayanasakul) is a director. 1 Jan 3.24 0.12 - cost, is reasonable. - The company’s executive (Mr. Pramote Extra 29.43 13.32 0.12 Rermyindee) is a director (repayment) - (10.20) - - Consultant and Sub-Committee* of the 31 Dec 32.67 3.24 0.12 company (Mr.Boonliam Luangnakthongdee) Land Sale Revenue from land sale - 41.96** - The Company sold a land plot to WR, for the development into a is a director. Cost of land - 27.67 - shopping mall. - Sub-Committee* of the company Audit Committee’s Comment (Mr.Cherdsak Kookiatnunt) is a director The transaction was to support the subsidiary’s operations and the price was based on independent appraser’s reference price. WR made Administrative Cost - - 0.07 WR made advance payment for the distribution of the Company’s an advance shareholders’ meeting document. Note: payment Audit Committee’s Comment * Risk Management committee cost 1) Actual transaction * Appraised by Brook Hillier Parker on 8 February 2013 2) WR collected the payment at cost. Guarantee Amount 223.00 223.00 - The Company guaranteed a loan from financial insitutions to a subsidiary without charging fee. Audit Committee’s Comment The transaction was reasonable, aimed to support the subsidiary’s operations given the necessity in meeting the lending institution’s criteria for the business loan. 113 114 ANNUAL REPORT2014 Amount (Million Baht) Legal Entity / Relationship Transaction 2014 2013 2012 Pricing policy Property Perfect International Pte.Ltd (PPI) Loan Loan The Company extended a loan to wholly-owned PPI, to finance the latter’s Relationship : 1 Jan 857.16 737.66 - investment in SG (Kiroro Resort in Japan), as well as a working capital - The company holds 100%. Extra 340.80 119.50 764.79 loan. The loans were subjected the step interest rates. - Chairman of the company (repayment) (184.80) - (27.13) - In 2012, 1% per annum (Dr.Tawatchai Nakhata) is a director. 31 Dec 1,013.16 857.16 737.66 - From 2013, 0.25-1.50% above the Company’s average financial cost - Chief Executive Officer of the company Interest Received The interest in the first year was low and raised later because the hotel (Mr.Chainid Adhayanasakul) is a director 1 Jan 12.54 1.73 - and ski resort, undergoing asset restructuring, would show losses in the Extra 35.87 37.90 1.73 initial stage. It should generate additional rents in the later years. (repayment) - (27.09) - Audit Committee’s Comment 31 Dec 48.41 12.54 1.73 The transaction was a financial assistance as agreed by both parties. The Perfect Sport Club Company Limited (PSC) Land Sale Revenue from - 0.60* - The Company sold land on which roads inside its development projects are Relationship : land sale - 0.20 - located to PSC. Transferring the ownership to PSC, the Company, as the - The company holds 100%. Cost of Land project developer, needs not transfer the land for public use. Such transfer - The company’s director (Mr.Phairat Senachack) is a normal practice among property developers. is a director . Audit Committee’s Comment - The company’s employees 1) The transaction benefits the Company’s operations, deemed normal (Mr.Wason Srirattanapong , among property developers. Mr.Nantachart Kliebphipat , 2) The Company and the subsidiary jointly agreed on the price. Mr. Kritpas Pongpakawat and Mr.Saranyu Adhayanasakul ) are directors. Clubhouse Administrative Cost 3.88 15.62 14.78 The Company hired PSC to manage sports clubs of the Company’s Trade Creditors - 2.77 2.55 projects. Audit Committee’s Comment Note: * Land on which project entrance is located 1) The transaction was to support the Company’s operations, being normal business transaction. 2) The service fee is jointly specified, based on the management cost and profit. Amount (Million Baht) Legal Entity / Relationship Transaction 2014 2013 2012 Pricing policy U&I construction Bangkok Co., ltd. (U&I) Loan Loan The Company extended a working capital loan to wholly-owned subsidiary U&I Relationship : 1 Jan - - - , charging the interest of 25-1.50 basis points above the Company’s average - The company holds 100%. Extra 100.00 - - financial cost. - The company’s employees (repayment) - - - Audit Committee’s Comment (Mr. Kritpas Pongpakawat) is a director. 31 Dec 100.00 - - Necessary financial assistance to a subsidiary. The interest charge, 25-150 Interest Received basis points per annum above the Company’s average financial cost, is 1 Jan - - - reasonable Extra 2.08 - - (repayment) - - - 31 Dec 2.08 - - Contracted Value of Contract 5.91 - - The Company hired U&I to construct houses and condominiums developed U&I for the Construction Cost 5.71 - - by the Company and subsidiaries. construction Advance Payment - - - Audit Committee’s Comment of houses Contractor 1) The transaction was to support the Company’s operations, being normal Trade Creditor - - - business transaction. 2) The service fee is jointly specified, based on the management cost and profit. Electrical Other Income 0.03 - - The Company charged U&I for the utilities service fees at cost. and water Audit Committee’s Comment bill Normal business transaction, settled at cost. 115 116 Amount (Million Baht) ANNUAL REPORT2014 Legal Entity / Relationship Transaction 2014 2013 2012 Pricing policy Perfect Prefab Company Limited (P-PREFAB) Loan Loan The Company extended a loan to P-PREFAB, a 51%-owned subsdiary, to Relationship : 1 Jan 60.00 40.00 - help expand the latter’s business and working capital, charging 25-150 - The company holds 51% Extra - 20.00 40.00 basis points per annum above the Company’s average financial cost. - The company’s executive (repayment) - - - Audit Committee’s Comment (Mr.Wicharn Siriwetwarawut) is a director 31 Dec 60.00 60.00 40.00 The transaction served as an agreed financial support among the Company and - The company’s employee subsidiaries. The levied interest at 0.25% above CD’s average financal cost is (Dr. Vorasak Chakrapiyanant) is a director. Interest Received reasonable. 1 Jan 3.53 0.70 - Extra 3.08 2.83 0.70 (repayment) - - - 31 Dec 6.61 3.53 0.70 Contracted Value of Contract 3.17 83.40 - The Company hired P-PREFAB to produce, assemble and install pre- P-PREFAB Construction Cost 15.34 67.74 - fabricated construction materials for the Company’s development projects. companies Advance Payment for - 0.01 - Audit Committee’s Comment for the Contractor 0.06 22.27 - 1) Normal business transaction, completed at the mutually-agreed price production Trade Creditor and under written contract. and 2) The transaction price and condition was reasonable and comparative to installation of market price. prefab materials Amount (Million Baht) Legal Entity / Relationship Transaction 2014 2013 2012 Pricing policy Subsidiaries, indirectly owned Kiroro Resort Holdings Co., Ltd.* (KRH) advance Payment Debtor 9.16 10.67 7.88 The Company made advance payment for KRH, an Relationship: on Operating indirect subsidiary through the 95.61% holding in PPI, - PPI holds 95.61% Expense on several items like - travel expenses and PR - The company holds in PPI 100% activities, as the activities took place in Thailand. - Chairman of the company (Dr.Tawatchai Nakata) is a director Audit Committee’s Comment - Chief Executive Officer of the company 1) The transaction was actual and meant to support (Mr.Chainid Adhayanasakul) is a director the subsidiary’s operations. - The company’s Consultant (Bhichai Rattakul) is a director. 2) KRH was charged at cost. - WR’s Consultant (Mr.Jesd Jesdpiyawong**) is a director.

Note * Renamed from Share Group Co., Ltd. ** Resigned on Februay 2015 Kabushiki Kaisha Kiroro Associates Co.,Ltd (KA) advance Payment Debtor 4.17 0.24 - The Company made advance payment for KA, an Relationship: on Operating indirect subsidiary through the 95.61% holding in PPI - KRH holds 100 Expense and KRH, on several items like - travel expenses and - PPI holds KRH 95.61% PR activities, as the activities took place in Thailand. - PF holds PPI 100% Audit Committee’s Comment - Chairman of the company (Dr.Tawatchai Nakata) is a director. 1) The transaction was actual and meant to support - Chief Executive Officer of the company the subsidiary’s operations. (Mr.Chainid Adhayanasakul) is a director. 2) KA was charged at cost. 117 118

2. Transactions between the company and connected individuals, entities ANNUAL REPORT2014 Amount (Million Baht) Legal Entity / Relationship Transaction 2014 2013 2012 Pricing policy Related Person Mr.Pramote Rermyindee (Mr.Pramote) Advance 1 Jan. - - - The Company made an advance payment to Mr. Pramote, for the Relationship: payment for Interval imbursement 2.62 - 9.83 accumulation of land on Ratchaphruek Road purchased for future The company’s executive Land purchase. (interval payment) (2.60) - (9.83) development. 31 Dec. 0.01 - - Audit Committee’s Comment The transaction was to support Company’s operations and approved by CEO. Mr.Wicharn Siriwetwarawut) (Mr.Wicharn) Buy a unit of Sale Cost 3.67 - - Reservation of 1 unit in The Sky Sukhumvit condominium project Relationship: condominium Deposit and 0.14 - - Audit Committee’s Comment The company’s executive Down Payment Normal business transaction, under the welfare condition to award a discount to staff. The Company has the policy to support staff in having their own accommodation. Ms.Supee Reodecha * (Ms.Supee) Buy a unit of Sale Cost - 1.48 - Reservation of 1 unit in Metro Park Sathorn Phase III condominium project Relationship: condominium Deposit , Down -1.48-Audit Committee’s Comment The company’s executive Payment and transfee Normal business transaction, under the welfare condition to award a cost discount to staff. The Company has the policy to support staff in having * Resiged on January 2015 their own accommodation. Amount (Million Baht) Legal Entity / Relationship Transaction 2014 2013 2012 Pricing policy Related other Legal Entity CSP was contracted to produce, assemble and install construction Center of Standard Precast Co., Ltd. (CSP) Contracted Value of Contract - 0.08 13.91 materials for the Company’s housing projects Relationship: P-PREFAB Construction Cost 0.22 1.26 38.50 Audit Committee’s Comment - CSP holds P-PREFAB 49% companies for the Advance Payment 14.39 14.47 14.54 1) Normal business transaction, completed at the mutually-agreed price - PF holds P-PREFAB 51% production and Trade Creditor 0.95 2.12 3.60 and under written contract. - No individual with conflict of interest holds installation of 2) The transaction price and condition was reasonable and comparative shares or sits in the board of directors. prefab materials to market price.

Banchong and Vidhya Law Office Co., Ltd. Law consultant Administrative Cost 0.06 - - Specialized legal advisor hired to screen company document, registered (Banchong Law Office) cost or involving the Company’s operations. The fee offered to the law firm is Relationship: not above market rates. - Legal Entity which Mr.Vidhya Nativivat, the Audit Committee’s Comment company’s director, is a director and major 1) The transaction was to smooth the Company’s operations and in line shareholder. with normal business practice. 2) The fee and condition was reasonable and not above market rates. Finnative Co., Ltd (Finnative) Financial Administrative Cost 2.57 2.11 - Specialized financial advisor to advise the Company, negotiate with foreign Relationship: consultant cost investors, and coordinate the Company’s overseas investment. The service - Legal Entity which Mr.Jesd Jesdpiyawong, fee is not above market rates. Diroctor of KRH, is a director and major Audit Committee’s Comment shareholder. 1) The transaction was to smooth the Company’s operations and in line with normal business practice. 2) The fee and condition was reasonable and not above market rates. 119 120 3. Connected transactions of subsidiaries. ANNUAL REPORT2014 Amount (Million Baht) Legal Entity / Relationship Transaction 2014 2013 2012 Pricing policy Connected transactions of subsidiaries Estate Perfect Company We Retail Public Company Limited (WR) EP give Advance 51.72 58.87 - EP leased a land plot to WR, covering 16 rai Limited (EP) Relationship: land leasing Received and 229 square wa, on Sukhumvit Road for a Relationship: - The company holds 93.31% rights to WR Revenue from 6.79 4.00 - 30-year period, for the development into a - PF holds 100% - Chairman of the company Leasing shopping mall. - The company’s executives (Dr.Tawatchai Nakhata) is a director. Debtor 5.24 2.87 - Audit Committee’s Comment (Mr.Wicharn Siriwetwarawut - Chief Executive Director of the company 1) The transaction was to support WR’s and Ms.Sirirat Wongwattana) (Mr.Chainid Adhayanasakul) is a director. operations and in line with normal business are directors. - The company’s executive practices. - The company’s employees (Mr.Pramote Rermyindee) is a director 2) The leasing fee and condition is reasonable. ( M r . W a s o n S r i r a t t a n a p o n g a n d - Consultant and Sub-Committee* of the Mr. Kritpas Pongpakawat) are company directors. (Mr.Boonliam Luangnakthongdee) is a director. - Sub-Committee* of the company (Mr.Cherdsak Kookiatnunt) is a director.

Note: * Risk Management committee Perfect Sport Club Company Limited (PSC) EP contracted Administrative 0.72 2.26 1.66 EP hired PSC to manage the sports club at EP’s Relationship : PSC for the Cost projects. - The company holds 100%. management Trade - 0.25 0.15 Audit Committee’s Comment - The company’s director of EP projects’ Creditors 1) The transaction was to support EP’s (Mr.Phairat Senachack) is a director. clubhouse. operations and in line with normal business -The company’s employees practices. (Mr.Wason Srirattanapong, Mr.Nantachart 2) The service fee was jointly determined, Kliebphipat, Mr. Kritpas Pongpakawat and considering cost and profit. Mr.Saranyu Adhayanasakul) are directors. Amount (Million Baht) Legal Entity / Relationship Transaction 2014 2013 2012 Pricing policy Estate Perfect Company U&I construction Bangkok Co., ltd. (U&I) EP Value of Contract 30.86 16.46 35.14 EP hired U&I, established as a contractor for the Limited (EP) Relationship : contracted Construction Cost 19.40 31.94 15.17 Company and subsidiaries, to construct houses (Continued) - The company holds 100%. U&I for the Advance 0.48 0.80 3.89 for EP. - The company’s employees construction Payment Audit Committee’s Comment (Mr.Kritpas Pongpakawat) is a director. of houses Contractor 2.48 7.02 0.20 1)The transaction was to support EP’s operations and in line with normal business practices. 2)The service fee was jointly determined, considering cost and profit.

Perfect Prefab Company Limited (P-PREFAB) EP Value of Contract 21.42 - - EP hired P-PREFAB to produce, assemble and Relationship : contracted Construction 16.98 - - install construction materials for EP’s housing - The company holds 51% P-PREFAB Cost 0.03 - - projects. - The company’s executive (Mr.Wicharn companies Advance Audit Committee’s Comment Siriwetwarawut) is a director . for the Payment 3.27 - - 1) Normal business transaction, completed at - The company’s employee (Dr. Vorasak production Contractor the mutually-agreed price and under written Chakrapiyanant) is a director. and Trade Creditor contract. installation of 2)The transaction price and condition was prefab reasonable and comparative to market price. materials Bright Development Bangkok U&I construction Bangkok Co., ltd. (U&I) BD Value of Contract 426.99 805.18 895.86 BD hired U&I, established as a contractor for the Company Limited (BD) Relationship : contracted Construction 119.07 132.57 695.84 Company and subsidiaries, to construct houses for Relationship : - The company holds 100%. U&I for the Cost 184.66 9.45 38.82 BD. - The company holds 100%. - The company’s employees construction Advance Audit Committee’s Comment - The company’s executives (Mr. Kritpas Pongpakawat) is a director. of Payment 77.36 37.40 42.00 1) The transaction was to support BD’s operations, (Mr.Pornswat Katechalasrirof Contractor being normal business transaction. and Ms.Sirirat Wongwattana) Trade Creditor 2) The service fee is jointly specified, based on the are directors. cost and profit. - The company’s employees

121 (Mr.Nantachart Kliebphipat) is a director. 122 Amount (Million Baht) ANNUAL REPORT2014 Legal Entity / Relationship Transaction 2014 2013 2012 Pricing policy Residence Number Nine Company Perfect Sport Club Company Limited R9 contracted Administrative Cost 0.30 0.90 - R9 hired PSCto manage the sports club Limited (R9) (PSC) PSC for the -0.11-in R9’s projects. Relationship : Relationship : management of Audit Committee’s Comment - The company holds 100%. - The company holds 100%. R9 projects’ 1)The transaction was to support R9’s - The company’s executives - The company’s director clubhouse operations, in line with normal business (Mr.Wicharn Siriwetwarawut and (Mr.Phairat Senachack) is a director. practice. Ms.Sirirat Wongwattana) - The company’s employees 2)The service fee is jointly specified, based - The company’s employees (Mr.Wasan Srirattanapong , on the management cost and profit. (Mr.Pornchai Ketlek and Mr. Mr.Nantachart Kliebphipat, Mr.Kritpas Sanpetch Sukkasem) are directors. Pongpakawat and Mr.Saranyu Adhayanasakul ) are directors. U&I construction Bangkok Co., ltd. (U&I) R9 contracted Value of Contract 6.55 15.70 3.88 R9 hired U&I, established as a Relationship : U&I for the Construction Cost 4.63 17.02 0.80 contractor for the Company and subsidiaries, - The company holds 100%. construction of Advance Payment - - 0.02 to construct houses for R9. - The company’s employees (Mr. Kritpas houses Contractor 3.75 - - Audit Committee’s Comment Pongpakawat) is a director. Trade Creditor 1)The transaction was to support R9’s operations and in line with normal business practice. 2)The service fee is jointly specified, based on the cost and profit.

Perfect Prefab Company Limited R9 contracted Value of Contract - 10.67 - R9 hired P-PREFAB to produce, assemble (P-PREFAB) P-PREFAB Construction Cost - 10.67 - and install construction materials for R9’s Relationship : companies for housing projects. - The company holds 51% the production Audit Committee’s Comment - The company’s executive (Mr.Wicharn and installation 1) Normal business transaction, completed Siriwetwarawut) is a director. of prefab at the mutually-agreed price and under - The company’s employee (Dr.Vorasak materials written contract Chakrapiyanant) is a director. 2) The transaction price and condition was reasonable and comparative to market rates. Amount (Million Baht) Legal Entity / Relationship Transaction 2014 2013 2012 Pricing policy We Retail Public Company Limited Centrepoint Shopping Mall Company WR loans to Loan WR loaned to wholly-owned Centre (WR) Limited (Center Point) Centrepoint 1 Jan 865.29 250.00 - Point, helping the latter pay for the land Relationship : Relationship: Extra 183.08 615.29 250.00 leasing fee, expand its business working - The company holds 93.31% - WR hold’s 100%. (repayment) (99.88) - - capital, charging the interest equivalent - Chairman of the company - The company holds WR 93.31% 31 Dec 948.49 865.29 250.00 to the average financial cost of WR. (Dr.Tawatchai Nakata) is a director. - Chief Executive Director of the company Interest Received Audit Committee’s Comment (Mr.Chainid Adhayanasakul) is a director. - Chief Executive Director of the 1 Jan 33.57 4.49 - Necessary financial assistance among company - The company’s executives (Mr.Pramote subsdiaries. The interest charge reflects (Mr.Chainid Adhayanasakul) is a Rermyindee, Mr.Wongsakorn Prasitvipat Interval interest 44.31 29.08 4.49 the lender’s average financial cost. director. , and Mr.Pornswat Katechulasriroj) are receivables - The company’s executive (Mr. directors. (interval payment) - - - Pramote Rermyindee) is a director. -The company’s consultant ( Ms.Wilanwan 31 Dec 77.88 33.57 4.49 - Consultant and Sub-Committee* Luangnakthongdee ) is a director. of the company (Mr.Boonliam Luangnakthongdee ) is a director. - Sub-Committee * of the company (Mr.Cherdsak Kookiatnunt) is a director.

Note: * Risk Management committee 123 124 Amount (Million Baht) ANNUAL REPORT2014 Legal Entity / Relationship Transaction 2014 2013 2012 Pricing policy Property Perfect International Kiroro Resort Holdings PPI loans to Loan PPI extended a loan to KRH, for the investment in Pte.Ltd (PPI) Co., Ltd. ** (KRH) KRH 1 Jan 794.42 694.42 - Kiroro Resort and as working capital loan. The loan Relationship : Relationship: Extra 186.00 100.00 694.42 was subjected the step interest rates. - The company holds 100%. - PPI holds 95.61% (repayment) (184.80)* - - - In 2012, 1% per annum - Chairman of the company - The company holds in PPI 31 Dec 795.62 794.42 694.42 - From 2013, 0.25-1.50% above PPI’s average financial (Dr.Tawatchai Nakata) is a 100% Interest Received cost director. - Chairman of the company 1 Jan 12.41 1.57 - - Chief Executive Officer of the (Dr.Tawatchai Nakata) is a Audit Committee’s Comment Interval interest 35.87 37.90 1.57 company director . The transaction is financial assistance for hotel receivables (Mr.Chainid Adhayanasakul) is Chief Executive Officer of the business acquisition overseas. The step interest rates a director. company (Mr.Chainid (interval payment) - (27.06) - are reasonable and supportive to the subsidiary’s Adhayanasakul) is a director. 31 Dec 48.28 12.41 1.57 operations. -The company’s Consultant On 27 February 2014, the Board of Directors at the ( Bhichai Rattakul) is a director. 1/2014 meeting acknowledged the conversion of this - WR’s Consultant (Mr.Jesd loan into KRH’s equity. KRH raised the capital by 500 Jesdpiyawong) is a director. million yen (100,000 shares at 5,000 apiece). The shares were sold to PPI and with the proceeds, KRH repaid its loan to PPI. Note 1) The loan to equity conversion price and conditions Note ** Formaly named Share Group reached by the Company and other shareholders of * including conversion of Y500 million Co.,Ltd. loan (approx. Bt154.8 million) from KRH indicated a fair negotiation, without influence from a conflicting individual. (At Arm’s length basis) 2) The loan to equity conversion price represented a discount from the Company’s average investment cost and was below KRH’s paid-up capital prior to the transaction. Amount (Million Baht) Legal Entity / Relationship Transaction 2014 2013 2012 Pricing policy Kiroro Resort Holdings Kabushiki Kaisha Kiroro KRH loans to Loan 253.30 96.73** 108.13 KRH extended a working capital loan to KA, charging Co., Ltd.* (KRH) Associates Co., Ltd. (KA) KA Interest Received 10.54 8.94 2.70 2% per annum. Relationship: Relationship: Interest 19.02 11.02 2.70 Audit Committee’s Comment - PPI holds 95.61% - KRH holds 100 Receivables 1) Necessary financial assistance to KA. - The company holds in PPI - PPI holds KRH 95.61% 2)The interest charge is reasonable, taking into account 100% - PF holds PPI 100% KA’s performance. - Chairman of the company - Chairman of the company (Dr. (Dr.Tawatchai Nakata) is a Tawatchai Nakata) is a director. KRH made an Revenue from 110.73 113.60 34.11 KRH leased assets to KA to operate the hotel business. director . - Chief Executive Officer of the advance Leasing Audit Committee’s Comment Chief Executive Officer of the company (Mr.Chainid payment to Debtor 5.91 19.72 10.64 1) The transaction was to support KA’s operations. company (Mr.Chainid Adhayanasakul) is a director. KA 2)The leasing fee was jointly determined and Adhayanasakul) is a director. reasonable. -The company’s Consultant (Bhichai Rattakul) is a director. Service Administrative Cost 40.89 19.55 0.54 KRH used KA’s hotel services. - WR’s Consultant (Mr.Jesd charge Creditors 0.16 0.44 - Audit Committee’s Comment Jesdpiyawong) is a director. Normal transaction, under similar service charges and condition levied on outsiders. KRH made an Debtor 0.72 1.89 - KRH advanced the operating expenses for KA. Note: advance Audit Committee’s Comment *Formerly named Share Group Co., payment to 1) The transaction was actual, Ltd. **Loan increased during the year but KA 2) KA was charged at cost. the booked figure decreased due KA made an Creditors 53.91 3.29 - KA advanced the operating expenses for KRH. to the conversion of yen- advance Audit Committee’s Comment denominated loans to Thai baht payment to 1) The transaction was actual, KRH 2) KRH was charged at cost. 125 126

4. Transactions between subsidiaries and connected individuals/entities ANNUAL REPORT2014 Amount (Million Baht) Legal Entity / Relationship Transaction 2014 2013 2012 Pricing policy Related Person Mr.Pornswat Bright Development Bangkok Company Buy unit of Sale Cost - - - Reservation of 1 unit of iCondo Sukhapiban 2 Katechulasriroj(Mr.Pornswat ) Limited (BD) condominium Deposit , Down -1.74-condominium project. Relationship: Relationship : Of BD Payment and Audit Committee’s Comment - The company’s executive - The company holds 100%. transfee cost Normal business transaction, under the welfare - The company’s executives (Mr. condition to award a discount to staff. The Company Pornswat Katechalasrirof and Ms.Sirirat has the policy to support staff in having their own Wongwattana) are directors. accommodation. - The company’s employees (Mr. Sale Cost - - 1.91 Reservation of 1 unit in icondo Phetkasem 39 Nantachart Kliebphipat) is a director. Deposit , Down 1.83 0.03 0.05 condominium Payment and Audit Committee’s Comment transfee cost Normal business transaction, under the welfare condition to award a discount to staff. The Company has the policy to support staff in having their own accommodation. Advance 1 Jan - - - BD made an advance payment to Mr. Pornswat, payment for Interest - - 26.00 for the purchase of land on Sukhaphiban Road Land purchase receivables and Bang Khae purchased for future development. Audit Committee’s Comment Interest received - - (26.00) The transaction was to support BD’s operations 31 Dec - - - and approved by CEO. Amount (Million Baht) Legal Entity / Relationship Transaction 2014 2013 2012 Pricing policy (Mr.Jesd Jesdpiyawong * We Retail Public Company Limited (WR) Financial Consultant 1.20 1.00 - WR hired a specialized financial advisor for advice (Mr.Jesd) Relationship : Consultant income and coordination with foreign investors. The fee Relationship: - The company holds 93.31% is not above market rate. Director of KRH - Chairman of the company (Dr.Tawatchai Audit Committee’s Comment Nakata) is a director. 1) The transaction was to support Company’s - Chief Executive Director of the company operations and in line with normal businss practices. (Mr.Chainid Adhayanasakul) is a director. 2) The price and condition was reasonable and not - The company’s executive (Mr. Pramote above market rate. Rermyindee) is a director. - Consultant and Sub-Committee* of the company (Mr.Boonliam Luangnakthongdee) is a director. - Sub-Committee** of the company (Mr.Cherdsak Kookiatnunt) is a director.

Note: Note: *Resigned on February 2015 **Risk Management committee 127 128

Amount (Million Baht) ANNUAL REPORT2014 Legal Entity / Relationship Transaction 2014 2013 2012 Pricing policy Dr.Bunthiwa Ngowsirimanee Bright Development Buy unit of Sale Cost - - - Reservation of 2 units of icondo Sukhapiban (Dr.Bunthiwa) Bangkok Company Limited (BD) condominium Deposit , Down 2.76 - - 2 condominium project. Relationship: Relationship : Of BD Payment and Audit Committee’s Comment Dr.Tawatchai Nakata’s sister, - The company holds 100%. transfee cost Normal business transaction, under the welfare Chairman of the company and - The company’s executives (Mr.Pornswat condition to award a discount to staff. The The company’s employees Katechalasrirof and Ms.Sirirat Wongwattana) Company has the policy to support staff in having are directors. their own accommodation. - The company’s employees (Mr.Nantachart Area Leasing Revenue from 0.27 0.07 - Dr. Bunthiwa leased her condominium in Kliebphipat) is a director. Leasing iCondo Sukhaphiban 2 project to BD, serving as its sale office. Audit Committee’s Comment 1) The transaction is in line with normal business practices. BD and Dr. Bunthiwa jointly set the price and entered into a written agreement. 2) The rent and condition is reasonable and comparative to market rate.

Ms.Pornchan Katechulasriroj Bright Development Bangkok Company Buy unit of Sale Cost - - - Reservation of 1 unit of icondo Ngamwongwan (Ms.Pornchan ) Limited (BD) condominium Deposit, Down -1.13-condominium project. Relationship: Relationship : Of BD Payment and Audit Committee’s Comment Mr.Pornswat Katechulasriroj’s -The company holds 100%. transfee cost 1) The transaction is in line with normal sister,The company’s executive -The company’s executives (Mr.Pornswat business practices. Katechalasrirof and Ms.Sirirat Wongwattana) 2) The price and condition is the same as those are directors. offered to outsiders. - The company’s employees (Mr.Nantachart Kliebphipat) is a director. Amount (Million Baht) Legal Entity / Relationship Transaction 2014 2013 2012 Pricing policy Related Legal Entity Estate Perfect Company Center of Standard Precast Co., Ltd. (CSP) EP contracted Value of Contract 11.11 0.44 19.53 EP hired P-PREFAB to produce, assemble and Limited (EP) Relationship: CSP for the install construction materials for EP’s housing Relationship: - CSP holds P-PREFAB 49% production and Construction Cost 6.13 0.40 29.77 projects. - PF holds 100% - PF holds P-PREFAB 51% installation of Advance Payment 0.02 0.01 - Audit Committee’s Comment - The company’s executives - No individual with conflict of interest holds prefab materials Contractor 1) Normal business transaction, completed at (Mr.Wicharn Siriwetwarawut shares or sits in the board of directors. the mutually-agreed price and under written and Trade Creditor 3.53 0.70 1.65 contract Ms.Sirirat Wongwattana) are 2) The transaction price and condition was directors. reasonable and comparative to market price. - The company’s employees (Mr.Wasan Srirattanapong and Mr. Kritpas Pongpakawat) are directors. Banchong and Vidhya Law Office Co., Ltd. Law consultant Administrative Cost - 0.04 - Specialized legal advisor hired to review (Banchong Law Office) cost registration document and document involving Relationship: the EP’s operations. The fee offered to the - Legal Entity which Mr.Vidhya Nativivat, law firm is not above market rates. the company’s director, is a director and Audit Committee’s Comment major Shareholder. 1) The transaction was to smooth the EP’s operations and in line with normal business practice. 2) The fee and condition was reasonable and not above market rates. 129 130

Amount (Million Baht) ANNUAL REPORT2014 Legal Entity / Relationship Transaction 2014 2013 2012 Pricing policy Bright Development Bangkok Banchong and Vidhya Law Office Co., Ltd. Law consultant Administrative Cost - 0.06 - Specialized legal advisor hired for legal advice Company Limited (BD) (Banchong Law Office) cost and the review of registration document and Relationship : Relationship: document involving the BD’s operations. The - The company holds 100%. - Legal Entity which Mr.Vidhya Nativivat, fee offered to the law firm is not above market - The company’s executives the company’s director, is a director and rates. (Mr.Pornswat Katechalasrirof major shareholder. Audit Committee’s Comment and Ms.Sirirat Wongwattana) 1) The transaction was to smooth BD’s are directors. operations and in line with normal business - The company’s employees practice. (Mr.Nantachart Kliebphipat) is 2) The fee and condition was reasonable and a director. not above market rates. Amount (Million Baht) Legal Entity / Relationship Transaction 2014 2013 2012 Pricing policy Residence Number Nine Center of Standard Precast Co., Ltd. (CSP) R9 contracted Value of Contract - - 6.28 R9 hired CSP to produce, assemble and install Company Limited (R9) Relationship: CSP for the Construction Cost - 0.32 10.32 construction materials for R9’s housing projects. Relationship : - CSP holds P-PREFAB 49% production Advance Payment - - 0.01 Audit Committee’s Comment - The company holds 100%. - PF holds P-PREFAB 51% Contractor 1) Normal business transaction, completed at - The company’s executives - No individual with conflict of interest holds Trade Creditor - - 0.48 the mutually-agreed price and under written (Mr.Wicharn Siriwetwarawut shares or sits in the board of directors. contract. and Ms.Sirirat Wongwattana) 2) The transaction price and condition was - The company’s employees reasonable and comparative to market price. (Mr.Pornchai Ketlek and Mr. Sanpetch Sukkasem) are directors. Banchong and Vidhya Law Office Co., Ltd. Law consultant Administrative Cost - 0.03 - Specialized legal advisor hired for legal (Banchong Law Office) cost advice, review the registration document and Relationship: document related to R9’s operations. The fee - Legal Entity which Mr.Vidhya Nativivat, offered to the law firm is not above market the company’s director, is a director and rates. major shareholder. Audit Committee’s Comment 1) The transaction was to smooth R9’s operations and in line with normal business practice. 2) The fee and condition was reasonable and not above market rates. 131 132

Amount (Million Baht) ANNUAL REPORT2014 Legal Entity / Relationship Transaction 2014 2013 2012 Pricing policy Perfect Sport Club Company Banchong and Vidhya Law Office Co., Ltd. Law consultant Administrative Cost - 0.01 - Specialized legal advisor hired for legal advice, Limited (PSC) (Banchong Law Office) cost a review of the registration document and Relationship : Relationship: document related to PSC’s operations. The fee -The company holds 100%. - Legal Entity which Mr.Vidhya Nativivat, offered to the law firm is not above market rates. -The company’s director (Mr. the company’s director, is a director and Audit Committee’s Comment Phairat Senachack) is a major shareholder. 1) The transaction was to smooth PSC’s director . operations and in line with normal business -The company’s employees practice. (Mr.Wasan Srirattanapong, 2) The fee and condition was reasonable and Mr.Nantachart Kliebphipat, not above market rates. Mr. Kritpas Pongpakawat and Mr.Saranyu Adhayanasakul) are directors. U&I Construction Bangkok Co., Smart Think Co., Ltd. Fee in obtaining Miscellaneous -0.06-U&I hired Smart Think, a labor consultant, to Ltd. (U&I) (Smart Think) work permits for expenses apply for official work permits for its foreign Relationship : Relationship : foreign workers workers. - The company holds 100%. - Legal Entity , Mrs.Orasa Siriwetwarawut, Audit Committee’s Comment - The company’s employees Mr.Wicharn Siriwetwarawut’s wife the 1) The transaction was in line with normal (Mr. Kritpas Pongpakawat) is a company’s director, is an owner. business pratcies. director. 2) The fee and condition was reasonable and not above market rates. Amount (Million Baht) Legal Entity / Relationship Transaction 2014 2013 2012 Pricing policy Uniloft Service (Thailand) Co., Ltd. (UNILOFT) Banchong and Vidhya Law Office Co., Ltd. Law Administrative -0.07-Specialized legal advisor hired for legal Relationship : (Banchong Law Office) consultant Cost advice, a review of the registration document - The company holds 100% Relationship: cost and document related to Uniloft’s operations. - The company’s employees (Mr.Saranyu - Legal Entity which Mr.Vidhya Nativivat, The fee offered to the law firm is not above Adhayanasakul, the company’s director, is a director and market rates. Mr.Natthaphon Sueb-Am and Mr.James major Shareholder. Audit Committee’s Comment Stevenson Worboys) are directors. 1) The transaction was to smooth PSC’s - Sub-Committee* of the company operations and in line with normal business (Mr.Cherdsak Kookiatnunt) is a director. practice. - Estate’s employees (Mr.Prathompob 2) The fee and condition was reasonable Intr- Bumrong) and not above market rates. is a director. Note * Risk Management Committee 5. Information on other subsidiaries and joint ventures which made no connected transactions with the Company and subsidiaries during 2012 -2014 Legal Entity Relationship Transaction - PF holds 100% The subsidiaries - Chief Executive Director of the company Ramintral Mall Co., Ltd. (Mr.Chainid Adhayanasakul) is a director. * Formerly named Mariya Stuff Co., Ltd, acquired in August 2013 - The company’s executive (Mr. Pramote Rermyindee) is a director. None The Affiliates - PF holds 19% Real Service Co., Ltd. (RS) - The company’s employees (Mr. Sanphet Sukkasem and Mr.Chainarng Ngernsopa) are

133 directors None ANNUAL REPORT 2014 RISK FACTORS

1. Business risks Risks from fiercer competition in residential market The residential market has remained under the influence of large-sized developers, who have been able to adjust themselves to high market volatility. Large-sized developers also own greater potential in the business, with access to various sources of fund thanks to confidence from investors and financial institutions. With the realisation in this risk, the Company has put its focus on research and development to enhance the competitiveness. Detailed study of target customers is emphaised, as well as surveys of market demands. The Company places emphasis on locations, project layout, architectural designs, usable space, value for money and clear categorization of target customers. The Company also works out with financial institutions to increase consumers’ purchasing power and reduce their financial burden. This has been the Company’s leverage in competing against other major developers.

Risk from construction cost and project financing The Company and subsidies’ main business is to develop residential units for sale. In 2014, land and house sale accounted fro 49.1% of total revenue, while revenue from condominium units stood at 28.7%. As the ratio of house sale is huge and it is the Company’s policy to sell only complete houses, no payments are received prior to the sale and advance funding for the construction grows accordingly. There are also uncertainties that may affect target customers’ purchasing power and decision. For example, (1) the employment rate and household income which changes accordingly to the macro- economic outlook of Thailand and the world, (2) mortgage rates and commercial banks’ lending policy, (3) government supports, and etc. This produces a risk that the Company may be unable to sell houses. Inventory would also rise, which will affect the Company’s liquidity and profitability. The Company has defined the following measures to cope with the risk. 1. Consumer behavior survey: All visitors at project sites are asked about their spending budget, preferable designs, land area, and etc. Combined with historical data, the Company can analyze consumer demands. As a large-sized developer which has stayed in the business for nearly 30 years, the Company has an advantage in terms of market data, experience and understanding of target customers’ preferences. 2. The Company carries out the construction of single houses and townhouses in each project phase by phase. Contractors are hired accordingly to the construction plan. The construction work depends largely on the orders, to keep inventory low. The average inventory is maintained accordingly to the grand plan, to balance the number of complete and underconstruction houses. When sale activities do not meet targets, the Company can speedily adjust the construction work. Or when customers’ preferences significantly change, the Company can adjust the size accordingly. On a change in purchasing power, the Company can adjust the property size so that the unit price is lowered to meet their purchasing power. 3. On condominium development, though the Company can partly finance the construction with down payments, the Company still requires a huge sum of money. This requires attention in cost management. The Company’s condominium projects are put into two categories: low-rise which is no higher than 8 storeys and high-rise of which height. The construction period of the two types is 12-14 months for low-rises and 18-24 months for high- rises. Low-rise and high-rise development ratio is maintained at an appropriate level, to facilitate construction

134 management and respond to sale activities, revenue realization and financial supports from financial institutions. 4. The Company has clear financing plans for each project. Positive sale activities of the old projects have allowed the Company and subsidiaries to win long-term loans from financial institutions, which were confident in the projects’ potential. Meanwhile, though demand for working capital increases in line with the launch of new projects, the Company has shown no difficulty in financing the debt as revenue from other projects can also be used as working capital. (More in Item: Risk from access to funding, ability to pay)

Risk from political and economic uncertainties In the second half of 2013 through the first half of 2014, political instability put a brake or stalled public projects. Plus lower purchasing power and more stringent lending policy at commercial banks, this affected residential property demand. All developers witnessed direct impacts on sale activities and property transfers. The Company adjusted business strategies in line with the political and economic situation. For instance, attention was placed on the launch of new projects, the purchase of new land plots, construction and cash flow management. Project development was adjusted accordingly. The construction volume was in line with sale revenue, to limit inventory. New project launch and land purchases were put off, to achieve effective cash flow management and lower risks from political and economic uncertainties.

Risk from deterioration or outdated designs of houses, townhouses and condominium in stock The Company and subsidiaries pre-determined sell prices and selling period of each project, in line with construction plans. If the Company cannot meet sale target, the Company and subsidiaries would end up with some left-over single houses, townhouses and condominium units. The deterioration and outdated designs of the property could pose a risk, as it demands expenses for the maintenance. The units could also end up being sold at the below-cost prices. Nevertheless, the Company is confident that the Company and subsidiaries’ single house, townhouse and condominium projects will win positive response thanks to attractive selling points and the marketing plans tailored for each target group. The projects are located in potential areas and priced appropriately. Our business group’s sale target and revenue has been close to targets. When the Company has a plan to boost sales at a particular project, PR strategies would be adjusted while new marketing promotion would be introduced. For example, discount for the last unit, promotion through sale officers, or other offers.

2. Construction-related risks Risk from construction cost volatility Construction materials are main raw materials of property development. A significant increase in construction materials prices could raise the construction cost. The Commerce Ministry’s date showed that the average price of construction materials edged up by 0.7% in 2014, compared to the 2013 level, due to the overall contraction in construction works. In the first half of 2014, public construction projects suffered from several problems like political uncertainties and economic slowdown. The value of public and private projects contracted, while steel and oil prices declined. These factors should further keep the increase in construction materials prices at a low pace in 2015. As such, risk from the volatility on the Company’s development cost would be limited.

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However, the Company has continuously emphasized on the management of the increasing development cost of low- rise projects. Concerning single house and townhouse projects, the Company controls the construction materials prices risk by sourcing the materials directly from manufacturers. Manufacturers are invited to a bid, allowing the Company to compare and test the quality of the materials. While the materials are sourced at a right price, the delivery period can be pre-determined to reduce the risk of a possible price increase. Economy of scale is achieved. The same method is applied with the procurement of several items for condominium development, such as tiles, sanitary ware and air-conditioners. This effectively increase the Company’s bargaining power in setting the prices. Moreover, a business unit is directly in charge of monitoring price movement, to effectively keep updated on the prices and control the construction cost.

Risk from contractor and labor shortage Focus is placed on contractors. Contractors with good track records will be put in the Company’s database, ready for the selection to handle the construction of the Company’s and subsidiaries’ projects. The Company adheres to a transparent policy in awarding construction volume to each contractor. Payments are completed on time and contractors are also entitled to other kinds of assistance. The Company also opens the door for new contractors, who will be selected based on their capacity and credentials, in preparation for future expansion. The Company and subsidiaries have awarded contracts to over 100 medium and small-sized contractors. Their qualification and construction cost will be determined before the contracts are signed. The delivery date is also clearly defined in the contracts. This allows the Company not to depend on a particular contractor. The Company has maintained good relationship with contractors through the supply chain management, which helps procure construction materials for the contractors. Training is on offer, while contractors are categorized accordingly to the quality of their work. Construction cost is fairly adjusted accordingly to market conditions and the prices of construction materials, which have risen on an increase in minimum wage. All contractors are subjected to similar requirements. In the past few years, Italian-Thai Development Public Company Limited and Saeng Fa Construction Co Ltd have been the primary construction firms for condominium projects of the Company and subsidiaries, thanks to their best offers compared to those offered by other companies joining the bids. However, the Company and subsidiaries do not strike any monopolistic or long-term contract with the two companies. The door is open for other qualified companies that may offer the best offers in future bids.

136 To cope with the Asean Economic Community that may lead to labor shortage, the Company has introduced the prefabrication or precast construction technology, which allows the installation of finished walls and other items. The ratio of precast houses has been raised to reduce the construction period and allows the Company to reduce its dependence on skilled labor. The Company established Perfect Prefab Co Ltd in 2011, to manufacture finished construction parts for single houses and townhouse, wall panels of projects’ fences, as well as parts for condominium projects. The subsidiary is able to supply materials for 500 houses per annum. The Company also established U & I Construction Bangkok Co Ltd as a wholly-owned subsidiary. It involves in the construction business, able to handle the construction of single houses, twin houses, townhouses and low-rise condominium buildings for the group. Flexibility in construction management increases as the Company focuses on the supply chain management and the selection of qualified contractors. This also allows the Company to control the construction cost and construction period. The construction volume and quality can be maintained, while risk of qualified contractor shortage is reduced. The construction of high-rise condominium projects are carried out under Turnkey Construction Contracts with large-sized contractors, allowing the Company to effectively control the construction cost, quality, and duration.

3. Administrative and management risks Risk from guarantee to subsidiaries The Company’s outstanding loan guarantee to subsidiaries stood at Bt9,430.8 million, as of 31 December 2014. The guarantee could pose a risk if the subsidiaries cannot repay the principal and interest to their creditors. However, these subsidiaries borrowed the sum to finance development projects, which are their main business purpose. The Company has a policy in place to closely monitor the subsidiaries’ operations, which should guarantee that they can meet debt obligations with their own profits and cash flow. The risk from the loan guarantee to subsidiaries thus remains low.

4. Financial risks Risk from access to funding and debt repayment ability The property development business requires huge capital. The company’s policy to boost liquidity is through establishing relationship with several commercial banks. All the projects under development have won supports from financial institutions. Their offers will be considered so that the company wins the most appropriate cost of fund. The company has also issued unsubordinated and unsecured debentures, with short and long-term maturity depending on requirements, to finance the property development and grow business. (Details in “Securities and Holders”) The debentures have been warmly welcomed by investors, thanks to the company’s reputation and business track record. As of 31 December 2014, the Company’s current liabilities stood at Bt13,941.21 million. Key items are debentures with less than 1 year in maturity, worth totally Bt8,978.72 million; long-term loans due within 1 year worth Bt747.14 million; bill of exchange and promissory notes worth Bt1,360.63 million; and trade and other credits worth Bt2,411.47 million.

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The Company repays term loans from financial institutions accordingly to the transfer of properties. As of 31 December 2014, the combined value of the Company and subsidiaries’ under-development projects was Bt32,091.33 million. On the date, the Company and subsidiaries had access to outstanding overdraft credit worth Bt9,988.16 million, which could support the operations. The Company has so far redeemed debentures and repaid short-term loans with working capital as well as the introduction of new bonds. The Company has so far repaid loans to all creditors on schedule and been able to maintain key financial ratios as specified in the debenture prospectus and short-term loan contracts. Risk from obligation to maintain the debt to equity ratio at 2:1 The Company is obligated to maintain the debt to equity ratio at the end of each quarter at 2:1. As of 31 December 2014, the ratio was 1.83:1. If the Company cannot maintain the ratio as agreed, a default is possible. However, a default would take place only when the ratio is above and is not brought back to the specified level at the end of the next quarter. This clause gives time to the Company to fix the financing structure. The ratio has risen to an abnormally high level in the past 2-3 years due to the investment in several new projects by the Company and subsidiaries as well as the investment in condominium projects of which development duration is longer than low-rise projects. In the long term, the Company is convinced that the ratio would be lower when the investment pace returns to normal. * Total net liabilities are total liabilities audited and shown in the consolidated account. The liabilities carry interest burden or discounting, including financial obligations and future debt possibly arising from loan guarantees or similar obligations extended to individuals or juristic entities which are not the Company’s subsidiaries.

138 Risk from UNIPF’s lease of Uniloft Salaya project The Company is the operator and leaser of Uniloft Salaya from Uniloft Property Fund. The project is leased with fixed rent at Bt43.50 million per annum in the first three years (November 2013 to November 2016). The fund owns the right to extend the lease contract by another one year. This could pose a risk if the revenue is below the specified rent. The Company’s management has estimated the loss amount and set aside provisions worth Bt45.30 million in 2013. The provisions are appropriate and approved by the auditor. However, during January to December 2014, the project’s occupancy rate was 33%. With the average rentals of Bt7,347 per month, the project generated Bt14.99 million in revenue. The figures differ from the estimated occupancy rate of 49.83%, rentals at Bt7,500 a month, and total revenue of Bt21.50 million. This required the company to set aside additional provisions worth Bt24.03 million in 2014. The Company may have to set aside more provisions in the future if the revenue falls below the estimates applied for the current provisioning base. However, the Company is confident in its management ability and is convinced that it would achieve the revenue target, which should limit the risk for additional provisions.

Risk from delay in realizing profits from a true sale contract On 28 February 2008, the Company struck a contract to sell 64 houses in Perfect Masterpiece Ekamai-Ramintra and Perfect Place Ramkhamhaeng-Suvarnabhumi projects worth Bt510 million to Property Perfect Fund. Profit was booked and the value of the property was cut from the Company’s account in the accounting year. The Company’s 5-year guarantee of minimum revenue, at Bt55 million per annum, also ended on 31 December 2012. However, though there was no condition on asset repurchase, the Board of Directors at the 1/2013 meeting on 14 January 2013 agreed to buy back the assets from the fund which decided to end its existence and put the property on sale as rentals from foreign tenants did not meet targets. The houses were bought back for Bt505 million, the lowest prices suggested by two independent appraisers. The decision was based on the fact that the Company was the original owner of the houses and they are located in the projects which are under development. They should not be sold to other developers. The Company does not have the policy to repurchase the property or intention to strike a repurchase contract from any property fund, investment trust or individual in the future. The Company has no power to influence a property fund or investment trust’s decision to sell assets or end its existence. Such decision depends on circumstances and should generate the best interests to all investors. This is beyond the Company’s expectation. Normally, a fund or a trust needs to win investors’ consent for asset sale and follow the asset sale procedures. For example, the asset must be sold in an open bid. The fund or trust also controls the right to abort the asset sale if offered prices are unreasonable.

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Risk from the pending takeover of Thai Property and Grand Asset Under the plan to take over Thai Property, the Company agrees to tender for all remaining shares of Thai Property and all shares in Grand Asset to be in line witht eh Chain Principle. The tender offer is conditional: the Company will cancel the transaction if the combined number of Thai Property shares offered when the tender offer period ends is lower than 75% of all issued shares. It remains uncertain if the number of shares offered would reach the threshold. It also remains if Thai Property and Grand Asset shareholders would welcome the tender offer.

140 INTERNAL CONTROL AND RISK MANAGEMENT

The Board of Directors reviewed the company’s internal control system at the 1/2015 meeting on 26 February 2015, basing the review on the Securities and Exchange Commission’s revised rules on sufficiency (revision under the COSO Internal Control - Integrated Framework 2013). The rules cover 5 areas of internal control - internal control, risk management, operational control, information and communication system and the monitoring system. The Board of Directors resolved that the company’s internal control is sufficient and appropriate. The responsible workforce is sufficient and the monitoring system of the operational system of the company and subsidiaries is efficient and able to prevent fraudulent uses of resources. Detail of the view is as follows;

1. Control Environment 1) Integrity and Morality The Board of Directors and the management prescribe the direction and practices based on integrity and ethics, encompassing daily operations, decision-making guidelines and treatment guidelines for trade partners, customers and others. In the Code of Conduct, executives and staff are prohibited from taking actions which may be conducive to conflict of interest. Staff is barred from asking for gifts or other benefits from trade partners, contractors and other related parties. They must not use the Company’s assets or company name, abuse power for their personal benefits, or commit any corrupt practices. Violators are subjected to disciplinary actions. Executives and staff at all levels are notified of the guidelines and penalties.

2) Board of Directors retains independence from the management and have oversight on the operations, human resource development and internal control. The Board of Directors ensures the Company has clear, measurable and practical business goals and determines the roles and responsibilities of the executive board and executives in accordance with laws and the Company’s charter. This encompasses the roles of the Audit Committee, the auditor, internal control officers and the persons responsible for financial reports. The Board of Directors consists of a sufficient number of independent directors who possess knowledge, ability, credibility and independence. The Board of Directors also ensures the appropriateness of human resource development and internal control system.

3) The management outlines a compact organizational structure and appropriately deterrmines the authorization and responsibility under the Board of Directors’ oversight, to allow strategic achievements. The organizational structure is designed accordingly to the Company’s business goals and an effective internal control is put in place. This covers the division of key tasks to allow check and balance. The internal control unit reports directly to the Audit Committee and clearly direct report. High-level executives devise the line of command, considering the authorization, responsibility and intercommunications. The roles and responsibilities of the Board of Directors, the executive board, executives and staff are clearly specified.

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4) Commitment to attract, develop and retain talents is asserted. The Company has outlined the policy and practices in attracting, developing and retaining talents. There is an assessment process and incentive for staff with good performance, which must be made known to executives and staff. The Company ensures appropriate and sufficient training and puts in place the process to deal with talent shortage or prepared for the situation.

5) All staff is held responsible for assisting the internal control, for the organization to reach the business goals. The Board of Directors and the management has compulsory schemes to bind all staff to the internal control. Some practices may be adjusted if necessary. The performance assessment is defined in accordance with the Code of Ethics and the Company’s goals. Incentives are provided for those successfully honor their parts in following internal control rules.

2. Risk Assessment 1) Business goals are clearly and sufficiently defined, to assist the identification and assessment of risks related to the goals. The Company complies with the generally-accepted accounting standards and information is disclosed fully and accurately. The Risk Management Committee has informed the management and staff of risk management policies and required their compliance.

2) Risks which may derail business goals are thoroughly identified and evaluated. The Company identifies overall risks which may affect the operations of the organization, business units and departments. Risks stemming from internal and external factors - including strategic and operational risks, compliance, and ICT-related risks - are evaluated, taking into the likelihood and possible impacts.

3) Corruption-related risks are taken into account in assessing each department’s risks in achieving the organization’s goals. The Company assesses the possibility of corrupt practices and ensures operational goals are achievable, Staff incentives are maintained at the reasonable levels, to discourage staff from commit corrupt practices. The Audit Committee seeks consultation with the management over the likelihood and preventive and corrective measures.

4) Ability to identify and evaluate risks which may affect the internal control The Company assesses external factors and a change in business trends which may affect the operations, internal control and financial reports. Sufficient measures are in place to tackle the situation.

142 3. Control Activities 1) Control measures to keep risks to business goals at acceptable level. The Company’s controlling measures are appropriate to the organizational risks. Written internal control measures appropriately cover business activities such as the policies and guidelines on financial transactions, procurements, and general administrative issues. The roles, responsibilities and line of command of executives in each level are clearly specified, to prevent corruption. The authority on approval, accounting and asset management is separated, to put in place check and balance.

2) Technology is adopted to enhance internal control. The Company defines the interconnection in technology adoption in the work process and IT system control. Control measures for infrastructure and IT system are appropriately specified while the IT system is properly maintained.

3) Control policies, including expectation and work process, are specified to ensure practicality of such policies. The Company has policies in place to monitor transactions of major shareholders, directors and executives or individuals related to them. Such transactions must fall through the specified approval process and must be approved by those without conflict of interest. In this regard, the Company’s interests come first. The transactions must be handled on the “at arm’s length basis”. There is a process to monitor the operations of subsidiaries and associated companies.

4. Information & Communication 1) Sufficient and quality information to support internal control goals The Company ensures the Board of Directors is equipped with sufficient information for their decision making and directors receive meeting invitation and related document ahead of the meeting dates, at least within the statutory period. The meeting minutes contain sufficient details, to allow retrospective investigation into individual directors’ performance. Important document is fully stored.

2) Internal information, including internal control goals and responsibility, is shared to ensure supports to the task. The Company has put in place an effective process and channels to disseminate internal information. The Board of Director is regularly fed with significant information. The directors can access the information necessary for their work or review any issues. A secret and sound channel is open to receive complaints or reports on fraudulent practices from those working in the organization.

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3) External communication on issues that may affect internal control The Company has established effective communication channel with outside stakeholders. Investor Relations are in place to provide information to investors.

5. Monitoring Activities 1) Internal control monitoring and assessment to ensure sufficiency and suitability The Company has the process to monitor compliance to the Code of Ethics. Executives and staff are prohibited from any actions conducive to the conflict of interest, being monitored by supervisors of each department and internal control unit which reports directly to the Audit Committee. Internal control officers are encouraged to comply with the International Standard for The Professional Practice of Internal Auditing (IIA). 2) Prompt evaluation and report on internal control discrepancies to responsible persons, high-level executives and the Board of Directors The Company has closely monitored and promptly tackled internal control discrepancies. In the likelihood of serious fraudulent practices, law violation or other irregular activities, the management will immediately inform the Board of Directors. Reports on key discrepancies and solutions are also submitted to the Board of Directors and the Audit Committee in a timely manner. The Audit Committee views that the Company’s internal control is in line with the Board of Directors’ policy. The auditor, Mr. Supachai Panyawatano of EY Co.,Ltd, did not identify significant discrepancies in the internal control, which may cause damage to the Company. However, during the year, the auditor submitted some remarks on the internal control to the Board of Directors, so that the measures can be improved for greater efficiency. Key issues concern long-standing advance payments for land purchases and a significant discrepancy in a subsidiary’s construction cost estimate and actual cost. The internal control unit, supervised by Ms. Duangporn Rermyindee, internal audit director, reports directly to the Audit Committee. The committee views that she is knowledgeable and capable to lead the unit efficiently and effectively, (Her education credential and experience is in Attachment 3) The Audit Committee’s approval is necessary to appoint, dismiss or transfer the unit’s chief.

144 CORPORATE SOCIAL RESPONSIBILITY (CSR) Overall Policy Policy and Good Governance Property Perfect Public Company Limited operates the property development business, focusing on properties for sale and rent. The emphasis is placed on good governance practices, which take into account stakeholders ranging from consumers, shareholders, employees and suppliers to communities, society and the environment. To ensure that its businesses properly follow the standard of practices and to avoid the impact on community and environment, the Company has strictly adhered to the 3 business principles which include: 1. Integrity and Accountability based on professionalism of its employees at every level 2. Transparency in business operation and Good Internal Control System 3. Creation of long-term value to all stakeholders and Fiduciary Duties towards Stakeholders

The Roles of the Board of Directors Every member of the Board of Directors must have strong leadership skills and be able to control the management team effectively, ensuring that they can deliver the fair return to the shareholders and all stakeholders. The Board of Directors will work with the management team to define the Company’s vision, mission, and corporate value for everyone to follow. The Board of Directors has the responsibilities to comply by the Company’s ethics and laws as well as the stakeholders; and they should perform their duties with integrity and express their opinions freely. Their roles also include the improvement of the Company’s business guidelines making sure they are in line the new Code of Conduct principles as defined by the Stock Exchange of Thailand for the listed companies in the Real Estate and Construction sector, taking into account to incorporate CSR Best Practices in the implementation of Social and Environmental Responsibility of the Company.

Business Vision The Company’s business vision is to be a leading real estate development company with continuous and steady growth plus a strong financial background. It places emphasis on development of property on high potential locations, delivery of good quality and value-for-money products and services, caring for environment and quality of life that can bring happiness and satisfaction to customers at every stage of life, based on the Corporate Governance principles. Meanwhile, the good relationships with the community, society, business partners, employees and shareholders are also firmly placed in the Company’s vision.

Missions to Take Action 1. Develop the property projects at high potential locations, responding to the needs of consumers, with the products and services that are of good quality and value for money. 2. Create opportunities for business growth, expansion and gain competitive advantages by focusing on core businesses and expansion through Merger and Acquisition. 3. Seek business partners who can exchange and share technology, knowledge and expertise in various fields as to maximize the potentiality in doing businesses.

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4. Develop new business plans and look for innovations to increase efficiency in doing businesses, enabling the Company to achieve business goals quickly and sustainably. 5. Develop itself to be a business organization which talented people wish to work for, as well as being able to keep valuable personnel within the organization by motivating employees with clear career path, providing job security and keep on promoting employees’ personal development continuously. 6. Doing businesses in accordance with the Corporate Governance principles and Social Responsibility taking into account of all the stakeholders: consumers, shareholders, employees, business partners, as well as communities and environment that are associated with Corporate Governance principles. The disclosure of information with transparency and the CSR-in-process and CSR-after-process are also strongly emphasized.

The Roles of Stakeholders In doing the property development business, the projects would affect several stakeholders especially the surrounding communities. In this regard, the Company would conduct studies and analysis, as well as prepare the Environmental Impact Report for the projects that are likely to affect the community, with regards to the environmental quality, natural resources and health hazards as required by the Ministry of Environment and Natural Resources. The Company recognizes the importance of all stakeholder groups whether they are internal stakeholders such as shareholders and employees; or external stakeholders such as customers, competitors, creditors (financial institutes, bond holders), business partners (suppliers, contractors and business partners), the government and other relevant agencies including those involved with communities, society and and environment. The Company has tried to pursue the fair policies that are appropriate to each of the stakeholder groups as follow: Shareholders The Company is committed to delivering reasonable and fair compensation to the shareholders, while also focusing on the improvement and development of the business operations to achieve sustainable growth. The Company recognizes the importance of transparency in the disclosure of information to shareholders, keeping in mind that it must always be accurate, complete and timely and can be available through various channels including through electronic media of the Stock Exchange of Thailand, the Company’s website, the announcement on the newspaper, press releases and in written newsletters.

Employees The Company realizes the importance of employees, which is the major driving force of a business organization. Therefore, the Company is committed to strengthening the relationships between the Company and the employees as to create unity among each other. This is achieved through various activities such as developing human resources training policy and ensuring that employees get fair compensation and welfare concretely and continuously. Orientation for new employees are organized on a monthly basis as to equip them with the proper knowledge, skills, and understandings about the corporate culture so that they are able to adjust themselves to the working environment quickly. The new employees will be provided with the clear job description, on-the-job training (OJT) and the opportunity to attend the workshops of both within and outside the business units which are the platform for them to share and exchange knowledge, experience, and other information such as economic and social issues or other and relevant innovation.

146 The Company focuses on fostering relationships among employees through the team building activities so that they get to know colleagues from other departments and be able to work together smoothly and efficiently. The activities will be held every year and there are also other events such as New Year Staff Party to establish good relationships between the management and employees. The compensation plan is justified by the Remuneration Committee in order to provide fair compensation for the employees. They also have the duty to consider appropriate staff promotion considering the ability of each individual, making sure that it is in accordance with the career path. Employees’ welfare and rights are clearly emphasized to keep employees happy, both physically and mentally, so that they feel motivated to work at full capacity. Welfare include the public holidays, insurance, compensation fund, the right for annual leave, sick leave, vacation leave, maternity leave, ordination leave, leave for sterilization, military training leave, leave for training, health and life insurance, health insurance for OPD, provident fund, and scholarships. For employees who want to buy a residential house or unit managed by the Company, they will also get special discount as an employee. They are also allowed to use the Sport Club of each project for exercise to keep their health fit and strong. The Company provides the opportunity to both executives and employees to share their opinion through various internal communication channels such as the Intranet and newsletter to create a better understanding among every employee. There are also workshops where staff can offer and exchange ideas directly with management on organizational development issues. The workshop is quite an effective two-way communication which has received satisfactory response from the employees. During the workshops, the primary information will be communicated directly and accurately to create better understandings among employees. In the near future, the Company plans to provide more communication channels for employees to share their ideas and opinion, especially those who are working at the project sites who may not easily access to the existing channels. The attempt is to keep them informed of the changing business situation amidst the high competition. For instance: - People media: Those who are involved with the business plans will be required to visit sites on a monthly basis as to get comments and opinion and also to update the information for staff in each project such as updates on the Company’s new rules, news updates, updates on economic, social or legal trends so that they are able to keep abreast of the changing situation. - Create communication channel via Social Network through which Human Resources Department will have to propose the Company’s year-plan activities and then communicate to employees via these channels. - Communicate through social activities. In the future, the Company has set the plans to encourage employees to do more social activities. It will be a good opportunity for employees to meet and share ideas or information for future development of the organization. - Provide educational opportunities for employees to study further in the field related the Company’s business, so that they can apply new knowledge, experience and skills for future use in the business development. - Provide more learning tools for human resources development, apart from classroom or in-house training within the organization. Open opportunities for employees to further studies as to acquire new experience, learn of new technology, innovation, or new techniques and integrate them in the jobs under their responsibility.

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- Keep on improving the compensation management plans in accordance with the changing economic situation, cost of living and the inflation rates so that employees have sufficient income for living. - Keep on improving the welfare scheme in accordance with the changing economic and social situation to ensure of the work-life balance of the employees.

Customers The Company focuses on producing quality products and services with the standards that meet customer satisfaction. We also place an emphasis on ethics in practice by servicing customers with good care, great responsibility, quality standard of services as well as providing solutions, and handling customer complaints or suggestions as quickly as possible. Products and services information will be accurately provided to customers. Customers will be well informed about the contact information in case of they want to file a complaint or contact the Company about the quality of the product.

Customers Visiting at Site The Company put emphasis on the customers visiting the project by providing up-to-date information about the project’s progress, innovation, or new movement about the project for customers. We also follow up with customers, providing them with updated information, inviting them to revisit the sites any time when the Company organize any activities or launching new products. We keep in touch with customers using communication channels that does not interfere with customers such as SMS or E-mail and so on.

Customers who are residents of the project. The Company places emphasis on customer care. For those who buy residential units in any of the Company’s projects, they will get consultation in every process starting from the process of buying to getting bank loans, and product delivery processes. The Company will keep customers informed of the project’s progress as well as provide consultation on the ownership transfer for a house / a condominium / or a property. In case, the Company cannot meet the agreement, the customers will be informed and get an offer to change to other property with the similar prices. In case customers have any particular needs that would benefit to the general public, the Company will provide the solutions that meet the utmost satisfaction of customers and the public. The Company also takes into account the customer’s care in every project and tries to build good relationships between each other. Therefore, the Company has come up with idea to create the quality society under the ‘Happy Living’ concept through which the Company will organize activities continuously throughout the year. This is to emphasize the creation of livable communities, for the better quality of living. The priority is to provide useful information for customers. We have the well-trained staff team who would collaborate with other property projects to get useful information regarding the living and services that would benefit residential members. Activities are considered an essential part which provide the opportunities for the project owner and customers to interact with each other and join to create good activities together. The Company considers it essential to provide complete and accurate information to customers so that they can get updated of any movement. We also have the policy to provide the channel through which customers can express and share their opinion or tell about their needs so we can develop the management system according to their preferences. This is to create the better understandings among each other and develop the services further for sustainable growth in the future.

148 Competitors The Company strictly complies by the rules and regulations of the business competition, by adhering to the fairness and transparency in doing business, supporting the ideas of free and fair competition, avoid entering into any contract agreement that would lead to unfair competition or trade monopoly, base the business on the reaping mutual benefits of both parties, avoid searching for or interfering into the trade secrets of the competitors and will not destroy reputation by using any form of accusations towards business competitors.

Creditors The Company would strictly follows the conditions and contract agreements made with the creditors and bond holders. The financial report of the Company will be updated to creditors accurately and timely with transparency, without concealing any information that will cause any damages to the creditors. The Company has issued the bond according to the requirements of the Securities and Exchange Commission and strictly complied with the policies and resolutions of the shareholders’ meetings. If the Company cannot fulfill its obligations in the contract, it will immediately inform or disclose the information to seek out solutions and measures to prevent any damages that may occur.

Partners The Company would inquire about the product information and prices from the partners prior to making any purchasing or hiring orders, and will always join them in doing activities. At present, the business relationships has been smooth and we will continue using their products and services in the future.

Contract Partners The Company would follow up the projects’ progress, site development as well as inquire about the problems and obstacles every time after issuing the hiring contract and after receiving complaints from customers. At present, the business relationships has been smooth and we will continue using their products and services in the future.

Distributors In sourcing suppliers, the Company will inform the rules, opportunity, timing, information and accurate and complete data to all the suppliers entering the bidding process fairly and equally. This is to ensure that the sourcing process will be treated with transparency, fairness and honesty without any intervention from any influential body. Meanwhile, information obtained from bidding suppliers will be kept confidential without disclosing any figures or technical information of one supplier to another for any short-term benefits. Careful action will be placed on anyone who act as a broker for information or sourcing suppliers. The operations of this process complies with the ISO 9001: 2008 as follows. w Vendor Selection Process : The Company has appointed a working group to consider the procurement and suppliers sourcing processes. The working group also holds responsibility in gathering of information for further consideration such as the legal entity registration documents, the certificate of product quality, the certificate of product standards, products details, and the payment conditions and so on. w Price Checking System : The procurement working group would ask to check the items being purchased. The purchased items must already be listed in the suppliers’ pricing system. In case, the items are not listed in the system to make the price comparison, the procurement will examine the materials, ensuring that they conform to the guidelines of material standards. The pricing comparison will be made among at least three vendors. 149 ANNUAL REPORT 2014

w Special Method : The procurement working committee will examine the completeness and accuracy of the documents or inform to the vendors to get requirements and conditions for bidding proposal. After the vendors has proposed the price, the procurement working committee will then bargain or consider the proposed prices with the budget. After the consideration process is finalized, then comes the process to ask for hiring approval and purchasing orders approval according to the process set forth by the Company. w 9HQGRU$VVHVVPHQW The Company will have the construction administration and controllers to monitor and assess the suppliers. The evaluation process will be conducted after the project delivery and the assessment will be made once every six months. Aside from that, the Company also hold the meetings or make phone discussion with the suppliers every 3 months on matters related to construction, such as new technology, new materials, or new techniques and also problems in the workplace and solutions to solve the problems.

Contractors The Company will consider selecting suppliers which has proven track records that meet the Company’s standard and whose performance is generally accepted. Suppliers are also required to have strong financial status. The procurement process will be operated with transparency, fairness and honesty, without any intervention from any influential body. Every contractor must be approved by the Company’s Board of Directors. The Company will hire the contractors at the fair price under the requirements as specified by the ISO 9001: 2008 as follows: w 6XEFRQWUDFWRU6HOHFWLRQ3URFHVV The Company has a working group for sourcing out contractors and gather information for consideration such as registered capital or loans given from the banks, the number of personnel, 2-year performance, financial limitation and capacity in handling the project. The profile will then be kept in the database of the Company. w %LGGLQJ3URFHVVThe working group will send the invitation letters or make announcement inviting contractors to enter the bidding process. In the selection process, there must be three contractors join in the bidding. In case of the contractor has proposed the prices but not wanting to join the bidding process which resulted in less than three contractors, the next step of decision whether to call for more contractors to join the bidding process or to continue the selection process will be upto the Company’s consideration. w 6HWWLQJRI6WDQGDUG3ULFHVThe working group would calculate the overall value of construction work by multiplying the unit price of the materials and labor. After the standard price is set and approved by the procurement sub- committee, the approved standard prices will be reviewed twice a year. w &RQWUDFWRUV(YDOXDWLRQThe Company has a working group to evaluate the contractor’s performance. The evaluation would be conducted after the project delivery and would be summarized once every 6 month. Aside from that, the Company also has a meeting or make phone calls for discussions with the contractors every 3 months on matters related to construction such as new technology, new materials, migrant workers, techniques or working procedures, problems and solutions during the construction work and so on.

150 CSR in Process The Company has set a clear vision and mission, taking into account the Corporate Social Responsibility in the process of doing business (CSR in Process). CSR concepts will be applied in the overall business processes. All stakeholders are also engaged in the Company’s activities in various business aspects. Fair Business Practices w )DLU&RPSHWLWLRQThe Company strictly follows the rules and regulations of business competition, based on fairness and transparency under legal frameworks. This include the support of free trade, avoid entering in the contracts that would lead to unfair competition or trade monopoly but would base on the mutual benefits of both parties, avoid searching for or interfering with trade secrets of business competitors by any tactical methods, and will not engage in any activities that would destroy the reputation of the competitors. The Company’s business practices are based on the following principles: 1. Avoid any engagement into activities that are likely to cause business conflicts. If there are any conflicts happen, there will be the process to resolve the problems based on fairness, transparency and accuracy in information disclosure. 2. Support the fair and free trade and avoid the any behaviors that lead to conspiracy. 3. Do not support any activities that would violate the intellectual property rights. 4. Do not make any propaganda or release out false information that would lead to misunderstandings and cause damages to consumers. w &65SURPRWLRQLQWKHVXSSO\FKDLQ The Company realizes the importance of all stakeholders – internal ones like shareholders and employees and external ones like customers, competitors, creditors (suppliers and contractors), the government sector and other relevant agencies, as well as society and environment. The Company has attempted to be fair and reasonable to all stakeholders. Anti-Corruption w $QWLFRUUXSWLRQSROLF\ The Company has policies to run business with transparency, morality, business ethics, under law enforcement, and with anti-corruption measures as following (1) The Company has clear practices indicating that all staff should treat all subcontractors equally. The practices care for balanced benefits of both based on contract. Act or omit to act which benefits subcontractor is considered a severe offense and severe punishment is expected. (2) The Company communicates throughout directors, executives, and operation staff levels and requires them to work with honesty, under Company’s ethics and law enforcement. (3) Human Resources Division, the office of the Secretary, and Internal Audit are assigned to provide staff consultancy to avoid unintentional offense. (4) The Company provides channels to report about behavior which may relate to internal corruption. Moreover, the Company’s internal audit body takes full responsibility to monitor operation, purchase, bidding and price checking process. A subcommittee is assigned to look after purchase and hiring.

151 ANNUAL REPORT 2014

w 3UDFWLFHVDFFRUGLQJWRWKH&RPSDQ\tVSROLF\The Company has set standard practices for all executive which are written clearly. w $QQRXQFHPHQWDERXWSHUIRUPDQFHDQGZRUNSURJUHVVThe Company puts high importance on disclosing information to all staff concerned. Information disclosed is accurate, trustable, complete and timely. All people concerned can access to the information equally.

Defence of Human Rights w 3ROLF\DQGSUDFWLFHV The Company’s operation depends on human resources from various areas namely 1. Company’s staff namely permanent staff, probationary employees, contract employees and full-time workers. 2. Subcontractors 3. Business partners/builders as well as business partners/builders’ employees The Company realizes importance of all people concerned. Business is based on human right defence and humanity. Company’s employees, subcontractors and business partners are well treated respectably, equally, fairly, and with humanity without discrimination on sex, religion, race, culture, disability. The Company respects uniqueness, rights and duty, different opinion regarding politic, society, belief, religion and tradition of each people, The Company does not support Human rights violation, child labour, illegal labour, human trafficking, illegal alien labour, in all methods. The Company strictly considers law restriction as its standard practices. Nevertheless, staff in all departments lends their hands in monitoring human rights violation. This practices get very good support recently. In the near future, Asean Economic Community will cause flow of foreign labour into Thailand, particularly real estate business. For better understanding and appropriate practices, the Company is preparing for the change and educates its employees and all people related about regulation, proper practices and law enforcement and amendments such as - Act/ Ministerial regulations/ all regulations related to alien labour - Act/ Ministerial regulations/ all regulations about job descriptions and career reserved for Thai nationalities. - Carrier allowances for all Asean nationalities. w ,PSRUWDQFHPHDVXUHVDERXWODERXUtVULJKWV The Company provide safe workplace for all employee and encourage workable, hygienic environ for workers remains healthy, safe and work happily. The policy is as following. w 6HWDFFXUDWHZRUNLQJKRXUVDFFRUGLQJWR/DERXU/DZ w 6HWDSSURSULDWH2YHUWLPHVKLIWSXEOLFKROLGD\VKLIWZRUNDQGZDJHDFFRUGLQJWR/DERXU/DZ w (PSOR\HHKDVULJKWWRWDNHOHDYHDFFRUGLQJWR/DERXU/DZ w 6HWDZHOIDUHFRPPLWWHHWRVLWDVDVRUJDQL]DWLRQDPRQJWULSOHHQWHQWHWRVHWSROLF\JXLGHOLQHDQGPHDVXUHV about labour welfare w 3URYLGHVDIHW\HTXLSPHQWVDQGWRROVIRUFRQVWUXFWLRQZRUNHUVVXFKDVVDIHW\VKRHVKHOPHWDWZRUN w 3URYLGHVDIHW\FRXUVHDWZRUNSODFHWRHGXFDWHZRUNHUVDQGUDLVHWKHLUVDIHW\VNLOO

152 Fair labor treatment  w (PSOR\PHQWDQGODERUUHODWLRQV The Company has policy on fair employment, by determining wage structure in accordance with positions/ work types/ responsibilities, as well as each employee’s professional background. In addition, the Company has designated the remuneration committee to identify appropriate payment which should be paid to employees and set out criteria for promotion decision on the fair basis for all. In terms of labor relations, the Company has designated the business welfare committee to take part in setting out policies, guidance, and measures regarding labor welfare. In this regard, appropriate welfares for all employees have been clearly set out, such as traditional holidays/social security/ compensation fund/ sick leave - errand leave - maternity leave - ordination leave – sterilization leave – military leave – training leave/ health insurance / medical fees for OPD patient / provident fund. When a newly recruited employee commences his/her employment, orientation will be arranged to create correct understanding on rights and welfares which he/she will receive, as well as to introduce information for a new employee to adapt him/herself to the organization as fast as possible. For employees working in each sector, the Company always provides training to enhance their knowledge, skills, and experiences based on their work and duty requirements so they can perform their work with efficiency and effectiveness to achieve the desired goals. In addition, during business performance, the Company also communicates information, news, and activities within the organization through intranet and open opportunities to hear from employees. The Company opens to employees’ suggestion in order to improve wage payment, welfare, and working conditions to enhance employees’ quality of life.

Responsibility to Consumers w The Company attempts to develop real estates to meet quality standard by focusing on standardization of design and construction monitoring to meet with customers’ satisfaction. This is considered as guidance for determining ISO 9001:2008 standard which covers business performance of real estate development typed land and household construction, emphasizing on the housing and condominium development in Bangkok Metropolis and its suburb areas, including from construction design, construction monitoring, contractor monitoring, machineries, sales processes, procurement, quality control, to products delivery to customers and after-sales services. This is to ensure the customers with quality standard products and services. The Company’s works under the set policy determine responsibilities for each department under the ISO 9001:2008 standard as follows: - Human Resource Division: To provide training to employees subject to the determined annual work plan. - Construction Management Division: To enhance the efficiency of procurement and contractor/ hired people hiring, as well as to control costs and time of construction. - Sales Management Division: To enhance works related to sales.

153 ANNUAL REPORT 2014

- Design Division: To enhance efficiency in controlling and allocating construction layout, and to reduce errors of layout. - Construction Management Division: To deliver house within the timeline, to reduce errors of construction and to maximize customers’ satisfaction. - Site Office Department: To provide infrastructures and public assistance on site. - PF Service Department: To provide repairing services and to deliver repaired works with quality to customers. The Company received ISO 9001:2008 for horizontal housing development project on 9 Dec 2013, for the period of 3 years, which requires surveillance audit annually. In the future, there is a plan to expand ISO 9001:2008 to other sectors of the Company. In this connection, the Company also focuses on the continuous development of products and services, including the selection of standard materials and the development of construction technologies. This is to provide our customers with higher quality products and services. From such guidelines, Perfect Masterpiece Rattanathibet Project received Thailand Property Awards 2012 for Excellent Housing Developer, and Perfect Place Rangsit Project received a honorable trophy of “2012 Best Public Real Estates: Detached House”. In addition, the Company recognized the importance in choosing construction materials and in using construction innovations to enhance the quality of life and household, by integrating technologies to all processes of construction, including partnering with SCG by using quality and environmental-friendly materials for construction, and bringing construction innovation of Modular system called “SCG HEIM innovative House” for internally developing the Company’s projects. During the big flood in 2011, Construction Management Division: assisted employees and residents encountering flood by providing temporary accommodations, assisting in properties relocation, supporting utilities and foods required for survival during the flooding crisis, as well as fixing the conditions of houses in the project affected by flood with full efforts. In 2014, Construction Management Division: had a plan to organize an event by inviting suppliers who are trading partners of the Company to educate residents of Property Perfect PLC.’s projects on products and to sell products at the lower prices than market prices. This could help reduce residents’ expenses during the high-cost of living period. There was also the demonstration on D.I.Y. house repair for all residents to further apply it themselves. In addition, the Company recognizes the importance on the Code of Conduct, by providing care and responsibility to all residents through quality and standard after-sales services to satisfy the residents. The Company also opens channels for residents to share their comments, thoughts, and to report their wishes and problems of the project for better management. This is also to create good understanding and to develop the organization further.

154 Environmental Conservation Extreme concerns are placed for the environment, reflected the environment management inside development projects and surrounding communities. This results in the quality of life of the projects’ dwellers and those living in surrounding communities as well as the general public. Environmental Impact Assessment is conducted for the projects which may cause impacts on community, aside from studies and researches on environmental and health impacts, as required by the Natural Resources and Environment Ministry. The Company also focuses on energy conservation, as reflecting through the designing process, the use of appropriate and environmental-friendly construction materials. Aside from enhancing the quality of life, this will also reduce energy consumption. Aside from energy-saving home designs, the Company also partners with SCG introducing some of energy-saving materials in development projects such as cooling roof tiles. Following this road, the Company’s projects won the Natural Resources and Environment Ministry’s EIA Monitoring Awards for three consecutive years, recognized for the outstanding environmental management. Some housing estates also won the outstanding energy-saving awards from the Energy Ministry’s Department of Alternative Energy Development and Efficiency. The following are the award-winning projects: - 2005 - 2007: Award u7KH%HVW(QYLURQPHQWDO0DQDJHPHQW3URMHFWvfor Perfect Place Rattanathibet and Perfect Place Ramkhamhaeng Phase 1 - 2006 - 2008: Award u7KH%HVW(QYLURQPHQWDO0DQDJHPHQW3URMHFWv for Perfect Place Ramkhamhaeng Phase 2 and Phase 3 - 2008: Award u7KH%HVW(QHUJ\&RQVHUYDWLYH+RXVLQJ'HYHORSPHQW3URMHFWv from house layout and house development project with care for energy conservation in terms of design, materials selection, layout, and good administration. The Company received up to 10 awards in several sectors, including $ZDUGVIRU6PDOO'HWDFKHG +RXVH with utility space up to 200 square meters, $ZDUGVIRU0HGLXP'HWDFKHG+RXVH with utility space from 200 to 300 square meters, $ZDUGIRU7RZQ+RXVH with utility space up to 120 square meters, $ZDUGIRU7RZQ +RXVH with utility space over 120 square meters, $ZDUGIRU6PDOO+RXVLQJ'HYHORSPHQW3URMHFW with up to 99 parcels, Award for Medium Housing Development Project with 100 - 299 parcels, and $ZDUGIRU/DUJH+RXVLQJ 'HYHORSPHQW3URMHFW with over 300 parcels. - 2014: The Company received 2 awards of u7KH%HVW(QHUJ\&RQVHUYDWLYH+RXVLQJ'HYHORSPHQW3URMHFWv, including $ZDUGIRU6PDOO+RXVLQJ'HYHORSPHQW3URMHFW with up to 99 parcels from Perfect Place Masterpiece Rangsit, and $ZDUGIRU0HGLXP+RXVLQJ'HYHORSPHQW3URMHFW with 100 - 299 parcels from Perfect Place Chaeng Wattana as house development projects with care for energy conservation in terms of design, project layout, and project management including for electricity, lightings, water management, sanitation system, waste management, as well as alternative or renewable energy, and project environmental management.

155 ANNUAL REPORT 2014

Community and Social Development The Company has a policy on continuous social contribution, in particular the Company’s recognition on the quality of life improvement of nearby communities on regular and continuous basis. In 2014, the Company performed activities regarding environmental conservation, landscape improvement of nearby areas, infrastructure repair, as well as sanitation works for several projects, such as

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Community Sanitation w &RRUGLQDWHZLWK5DFKD7KHZD6XEGLVWULFW$GPLQLVWUDWLYH$XWKRULW\WRVSUD\PRVTXLWRHOLPLQDWRUIRUPHPEHUVRI3HUIHFW Place Sukhumvit 77 – Suvarnabhumi Project in September 2014. w &RRUGLQDWHZLWK3UDZHW'LVWULFW2IILFHtVRIILFHUVWRJHWDOOKRPHOHVVGRJVOLYLQJDURXQGWKHHQWUDQFHRIRI3HUIHFW Place Sukhumvit 77 – Suvarnabhumi Project and send them to Dog Care Center in Uthai Thani Province. w &RRSHUDWHZLWK6DLPD0XQLFLSDOLW\WRVSUD\PRVTXLWRHOLPLQDWRUIRUSURMHFWVLQ5DWWDQDWKLEHW=RQHWRSUHYHQW contagious disease and for good health of the residence.

156 'LVWULEXWLRQRI&65,QQRYDWLRQV The Company has applied CSR concept in the process and experiences gianed in the process have been improved and turned into innovations which could benefit both the operations and society as a whole. Such innovations include the project planning, development and management which takes into consideration social and environmental impacts. Business innovations cultivated through experience and technology are also applied to mitigate and cope with possible problems. The innovations to benefit society and environment are as following examples. w ,QQRYDWLRQIRUSUHYHQWLQJIORRGRIKRXVLQJGHYHORSPHQWSURMHFWVDQGSUHSDUDWLRQRIPDQXDOVIRUSURFHVVHVDQG approaches used to take care and recover housing conditions after flood during the end of flood in 2011. w 6WDUWWRXVHDOWHUQDWLYHHQHUJ\LQQRYDWLRQVXFKDVVRODUHQHUJ\IURPVRODUFHOOVWRUHGXFWHQHUJ\FRQVXPSWLRQ in central area and sales office, by having Perfect Place Chaeng Wattana as a pilot project whereas alternative energy will be applied to other projects later. w (QHUJ\FRQVHUYDWLRQXQGHU*UHHQ(QYLURQPHQW +DSS\ZLWK)ULHQGO\(QYLURQPHQW FRQFHSWZKLFKLVKDSSLQHVV from living in a house close to nature, surrounded by good environment, with more central spaces, including resting park and wide lake providing chilling breeze and fresh air, covering the selection of energy-saving and environmental- friendly materials, such as cool innovation roof by SCG, CPAC Monier tiles with air ventilation system under roof, heat-reduction eaves, light-filtered green mirror, gypsum sheets with anti-heating foil, and the use of alternative materials to help maintain good environment, such as Laminate wood floor which is strength but beautiful like real wood, and aluminum frames which are endure and neat.

CSR after Process The Company well recognizes our social duties and responsibilities relating to core processes of our business, in particular supporting social projects and activities on continuous basis with an aim to contribute or development and payback to the society with social activities. These works have been performed continuously throughout the entire year. Regarding works done in 2014, the Company had social activities, including “*LYLQJ)RRGWRWKHPRQNV5HFHLYLQJ JRRGQHVVv which has been organized on continuous basis at its 5th anniversary which was previously organized at Perfect Park Bangbuathong Project to raise fund and to donate for Wat Prabat Namphoo in Lopburi Province, as well as to allow members of such project to cooperatively donate things, foods, clothes, medicines, and medical equipment to Wat Prabat Namphoo. The Company also participated in u%ORRG'RQDWLRQ(YHQWWR3D\/R\DOW\WR+LV0DMDHVW\WKH.LQJvin order to take a part in highly realizing the greatest kindness of His Majesty the King and to do good things for His Majesty the King’s happiness, in cooperation with the National Blood Center of the Thai Red Cross Society continuously for the 3rd year at Perfect Place Rattanathibet and The Lake@Metro Park Sathon. During fundraising process for research and development of Amyotrophic Lateral Sclerosis or ALS treatment through an activity called Ice Bucket Challenge, Khun Chainid Adhyanasakul, Chief Executive Officer, also joined the activity and donated 500,000 Baht of donation to the Redemptorist Foundation to be a part in constructing the Youth Training Center of the local tribes in Ban Pa Fang in Chiang Mai Province. The Company gave scholarships worth 200,000 Baht for medical students under 'RFWRU3URGXFWLRQIRU5XUDO3HRSOHSURMHFW of Mahidol University on the occasion of the merit making event for people donating their death body for education in 2014, as well as gave 100,000 Baht for +RXVHKROG&RQVWUXFWLRQIRU8QGHUSULYLOHJHG People in cooperation with Bangkok Pattana International School. 157 ANNUAL REPORT 2014

Under the concept of u3HUIHFW+DSS\*LYLQJg1HYHUHQGLQJ+DSSLQHVVIURP*LYLQJv, the Company collaborated with the Mirror Foundation to organizes u3D\,W)RUZDUGv project, inviting members from several projects and the Company’s employees to share second-hand clothes and accessories in good conditions. Part of the donation made was sent to people living in 13 Homes for Homeless around Thailand. The other part was sold for fundraising which revenue gained will be used to support the Mirror Foundation’s initiatives. This activity has been continuously organized throughout the year. In addition, the Company urged all residents to work out with biking through a campaign u+DSS\/LYLQJ'D\v, and organized an activity called u6SLQ%LNH%LNHIRU0LOHVv for the donation to the Redemptorist Foundation for people with disabilities.

Corruption Prevention Measures The Company set out policy to work with transparency, morality, under laws and the Company’s code of conduct. As for the Company’s set business ethics, all employees are prohibited from asking for any property or benefit from trading partners, contractors, or any relevant person, and are prohibited from using the Company’s properties or name or position for personal benefits. All executives and employees should avoid receiving gifts from trading partners or contractors unless such gift is given in accordance with tradition and with reasonable value which should not higher than normal. The Company concerns probability of corruption and put this issue into risk assessment for the achievement of the organization objectives. The Company assessed probability of corruption and reviewed its implementation targets thoroughly to know whether compensation made to all employees is reasonable and the rate will not foster employees to conduct any wrongdoing. The audit committee also inquired executives regarding corruption probability and measures used to prevent and handle such matter. The organization is also required to identify and assess changes which may affect its internal control based on its external factors and the change of business patterns which may affect the business, internal control, and financial statements. Then, the Company can set out sufficient measures for handling this matter.

Practices under the Policy on the Prevention of Corruption Involvement The Company set out practices for all employees to comply with against all contractors on the basis of fairness, based on mutual and fair interests of both sides, under trading agreement made. In addition, the Company does not allow any action or inaction which can provide benefits to the contractor. In case of breaching, the Company will consider as serious commit which will result in high level of punishment. There are activities conducted to prevent corruption involvement as follows: - The Company communicates policies throughout the Company, including directors, executives, and employees, requesting operations with honesty, strictly under laws, and following the Company’s ethics. - The Company provides reporting channels regarding the suspected occurrence of corruption matters within the Company. - Assign HR Department, the Company’s Secretariat, and Internal Audit Department to provide consultation for employees to prevent unintentional wrongdoings. - The Company provides reporting channels regarding the suspected occurrence of corruption matters within the Company. - Provision of cooperation to internal auditors and third party auditors: Personnel at all levels is required to provide fully support and complete information to Audit Department and the Company’s auditor in charge of auditing and assessing processes, procedures, and system of internal control whether they are sufficient, effective, and able to completely satisfy the desired targets, as well as suggesting points needing improvement as appropriate. 158 Follow up and Evaluation of the Policy on the Prevention of Corruption Involvement The Company follows and assesses the Policy on the Prevention of Corruption Involvement whereas there are several units providing business monitoring on regular basis, including the auditing committee, Internal Audit Department, HR Department, and the Company’s Secretariat. The Company expects everyone to report faithfully on any performance which breaches or may breach the desired principles, directly to the supervisor. In case that it is impossible to report to the supervisor, you may receive advice from the Company’s Secretariat, Internal Audit Department, or HR Department. All information reported will be treated confidentially. The supervisor also has a duty to monitor and provide suggestions to his/her subordinates on the basis of hierarchy to comply with the Company’s policy and code of conduct within the desired principles on regular basis. There is an independent committee separate from the Management to oversee and to develop internal audit works. The Company board is to monitor the Company to set a clear target for business performance which must be concretely evaluated and practical, as well as to monitor the Company to determine responsibilities for all directors and executives in accordance with laws and instruments, covering key roles for the board of directors, account auditor, internal auditor, and a person responsible for financial statements. The Company’s Board of Directors consists of independent directors with reliable knowledge and abilities who can perform work with independency indeed at an appropriate and sufficient number. The Company’s Board of Directors oversees development and performance regarding internal control by using the following approaches to follow up and evaluate the business performance. w 7KHRUJDQL]DWLRQIROORZVDQGHYDOXDWHVLQWHUQDOFRQWUROUHVXOWVWRHQVXUHWKDWWKHLQWHUQDOFRQWUROKDVEHHQSHUIRUPHG completely and appropriately: Company has approaches to follow up the compliance to the business code of conducts and prohibitions for all executives and employees to act in any way which may create conflict of interest. The supervisor of each section and Internal Audit Department will follow up and evaluate the internal audit system and directly report to the auditing committee which will help foster internal auditors to comply with the International Standard for The Professional Practice of Internal Auditing (IIA). w 7KHRUJDQL]DWLRQHYDOXDWHVDQGFRPPXQLFDWHVSUREOHPVRILQWHUQDOFRQWURORQWLPHO\EDVLVWRSHUVRQLQFKDUJH LQFOXGLQJKLJKOHYHOH[HFXWLYHVDQGWKH%RDUGRI'LUHFWRUVDVDSSURSULDWH Company will evaluate and communicate problems of internal control which will be resolved promptly. The Management will report to the Board of Directors and the internal auditing committee, including significant problems and solutions during the reasonable period of time, such as in case of the occurrence or the suspected occurrence of serious corruption. In this regard, the committee verified this paper and agreed that the Company’s internal control system is consistent with the Company’s Board of Directors’ opinions. In addition, the opinions on financial statements from the Company’s accounting auditor do not represent any significant problem of internal control system which may damage the Company’s performance.

159 ANNUAL REPORT 2014

MANAGEMENT DISCUSSION AND ANALYSIS (MD&A)

Overall group business The Group of Companies’ business and revenue is grouped in 3 main categories as follows:

(1) Property development business Property development is the primary business of the Group of Companies. A variety of projects are developed under various brands. By type, they can be categorized into 3 groups. w 6LQJOHKRXVHWZLQKRXVHDQGWRZQKRXVH ORZULVH WKH*URXSKDVGHYHORSHGVLQJOHKRXVHDQGWRZQKRXVHSURMHFWV under various brands like Perfect Place Masterpiece, Perfect Place, Perfect Park, Modi Villa, The Metro, Modi 9LOOD 7RZQKRPH DQG7KH9LOOD w &RQGRPLQLXP KLJKULVH WKH*URXSKDVGHYHORSHGORZULVHFRQGRPLQLXPV ZLWKKHLJKWQRPRUHWKDQIORRUV  DQGKLJKULVHFRQGRPLQLXPVZLWKIRFXVRQKLJKSRWHQWLDOORFDWLRQVQHDUHOHFWULFWUDLQURXWHVFRPPXQLWLHVDQG WUDQVSRUWQHWZRUNV7KHEUDQGVLQFOXGH7KH6N\0HWUR6N\0HWUR/X[H7KH/DNH0HWUR3DUNL&RQGR%HOOD Costa and Uniloft. w /DQGEDQNWKHFRPSDQ\tVSROLF\LVWREX\ODQGIRUSURMHFWGHYHORSPHQWQRWIRUUHVHOOLQJSURILWVLQWKHVKRUWRU long term. However, the Company may consider selling some land plots that show no development potential or ODQGSORWVQHDUH[LVWLQJSURMHFWVZKLFKGRQRWPDWFKWKHJURXStVIXWXUHGHYHORSPHQWSODQVFRQWDLQVLQDSSURSULDWH shapes or shows no commercial value. (2) Hotel and resort business ,QWKHIRXUWKTXDUWHURIWKH*URXSDFTXLUHG.LURUR5HVRUWDVNLUHVRUWLQ$NDLJDZD9LOODJH+RNNDLGR-DSDQ6QRZDW this location is one of the best in Japan. The resort is located in a beautiful scenery, making it perfect for tourism in all seasons. Akaigawa Village is renowned as the second most beautiful village in Japan. (3) Retail business The Group is developing several shopping malls, office buildings and commercial properties.

160 Analysis of consolidated performance and financial position

Analysis of consolidated performance Overall performance In the past 3 years, the Company and subsidiaries continuously launched development projects in line with growing GHPDQG,QWKHFRQVROLGDWHGUHYHQXHWRWDOHG%WPLOOLRQLQFOXGLQJ%WPLOOLRQIURPSURSHUW\GHYHORSPHQW EXVLQHVVWKDQNVWRWKHUHFRYHU\LQGHPDQGVLQFHWKHVHFRQGTXDUWHURIWKH\HDU7KH&RPSDQ\DOVRLQWURGXFHGQHZORZULVH SURMHFWVOLNH3HUIHFW0DVWHUSLHFH5DPNKDPKDHQJ5DQJVLW0RGL9LOOD/DGNUDEDQJDQG3LQNODR5LQJURDG7KH&RPSDQ\DOVR UHDOL]HGUHYHQXHIURPWKHWUDQVIHURIFRQGRPLQLXPXQLWVRI0HWUR6N\5DWFKDGDDOO\HDU7KHVDOHRIVRPHODQGSORWVDOVR JHQHUDWHG%WPLOOLRQ0HDQZKLOHWKH&RPSDQ\UHDOL]HG%WPLOOLRQUHYHQXHIURP.LURUR5HVRUWDIWHUWKHDFTXLVLWLRQ in the fourth quarter. Other revenue was Bt176.07 million. The consolidated property development cost in the year totaled %WPLOOLRQZKLOHWKHKRWHOEXVLQHVVUHTXLUHGWKHRSHUDWLQJFRVWRI%WPLOOLRQ7KLVWUDQVODWHGLQWRWKHJURVV SURILWPDUJLQRIDQGUHVSHFWLYHO\7KHFRQVROLGDWHGVDOHDQGDGPLQLVWUDWLYHH[SHQVHVWRWDOHG%W PLOOLRQZKLOHILQDQFLDOH[SHQVHVUHDFKHG%WPLOOLRQ,QWKH\HDUWKHFRQVROLGDWHGQHWSURILWUHDFKHG%WPLOOLRQ or 2.19% of total revenue. ,QWKHFRQVROLGDWHGUHYHQXHVWRRGDW%WPLOOLRQRUDQLQFUHDVHRIIURP2IWRWDOSURSHUW\ GHYHORSPHQWEXVLQHVVJHQHUDWHG%WPLOOLRQ7KRXJKWKH&RPSDQ\DQGVXEVLGLDULHVODXQFKHGQHZSKDVHVLQH[LVWLQJ SURMHFWVDQGODXQFKHGQHZORZULVHSURMHFWVKRXVHVDOHVJHQHUDWHGRQO\%WPLOOLRQRUDQLQFUHDVHRIIURP 2012. Though the revenue in the first nine months of the year rose by Bt72.01 million from the previous year, political demonstration hampered the business in the fourth quarter. The Company had to delay construction works and transfers of ILQLVKHGKRXVHVFDXVLQJWKHUHYHQXHLQWKHIRXUWKTXDUWHUWRIDOOEHORZWKHVDPHSHULRGODVW\HDUE\%WPLOOLRQ'XULQJ the year, subsidiaries’ condominium projects started to transfer complete units, allowing the realization of revenue from 4 more condominium projects. In the year, the Company reaped revenue from altogether 6 condominium projects. The sale RI8QLORIW6DOD\DWR8QLORIW3URSHUW\)XQGUDLVHGUHYHQXHIURPKLJKULVHGHYHORSPHQWEXVLQHVVWR%WPLOOLRQ3URFHHGV from land plot sale also helped push property development business revenue Bt1,174.42 million above the 2012 level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net profit in 2013 was Bt41.42 million, representing the net profit margin of 0.37%. ,QWKHFRQVROLGDWHGUHYHQXHVWRRGDW%WPLOOLRQFRQVLVWLQJRI%WPLOOLRQIURPSURSHUW\ development business. Though the property market witnessed an impact from political uncertainties in the first half of 2014, the Group managed to generate more revenue from the business than in 2013. The consolidated revenue from house sale GHFUHDVHGE\%WPLOOLRQIURPEXWWKHFRQVROLGDWHGUHYHQXHIURPFRQGRPLQLXPSURMHFWVDQGWKHVDOHRIODQG SORWVLQFUHDVHGE\%WPLOOLRQDQG%WPLOOLRQ7KLVKHOSHGLQFUHDVHWKHWRWDOUHYHQXHIURPSURSHUW\GHYHORSPHQW

161 ANNUAL REPORT 2014

EXVLQHVVE\%WPLOOLRQIURP7KH&RPSDQ\DOVRJHQHUDWHG%WPLOOLRQIURPKRWHOEXVLQHVVDQG %WPLOOLRQIURPRWKHUDFWLYLWLHV7KHFRQVROLGDWHGSURSHUW\GHYHORSPHQWFRVWVWRRGDW%WPLOOLRQZKLOHWKH KRWHORSHUDWLQJFRVWZDVDW%WPLOOLRQUHSUHVHQWLQJJURVVSURILWPDUJLQRIDQGUHVSHFWLYHO\7KH FRQVROLGDWHGVDOHDQGDGPLQLVWUDWLYHH[SHQVHVWRWDOHG%WPLOOLRQZKLOHILQDQFLDOH[SHQVHVVWRRGDW%WPLOOLRQ 7KHQHWSURILWZDV%WPLOOLRQSXVKLQJWKHQHWSURILWPDUJLQWR

Property sale to property funds ,QWKHIRXUWKTXDUWHURI%ULJKW'HYHORSPHQW%DQJNRN&RPSDQ\/LPLWHGVROG8QLORIW6DOD\DORFDWHGLQ7DPERQ 6DOD\D%XGGKDPRQGKROGLVWULFW1DNKRQ3DWKRPWR8QLORIW3URSHUW\)XQGIRU%WPLOOLRQ%ULJKWWUDQVIHUUHGWKHRZQHUVKLS of the property to the fund and the Company/subsidiary has no policy or the right to buy back the property. The Company thus fully booked the revenue and development cost in the statement of comprehensive income, as revenue and cost of FRQGRPLQLXPVDOH+RZHYHUWKH&RPSDQ\HQWHUHGLQWRD\HDUOHDVLQJFRQWUDFWZLWKWKHIXQGSURPLVLQJWRSD\WKHIL[HG UHQWRI%WPLOOLRQSHUDQQXPDQGWRDOORZWKHIXQGtVOHDVLQJFRQWUDFWH[WHQVLRQE\DQRWKHU\HDU7KH&RPSDQ\ FRQVHTXHQWO\VHWDVLGH%WPLOOLRQDVSURYLVLRQVDJDLQVWSRVVLEOHORVVIURPWKHJXDUDQWHHGUHQWVLQ$GGLWLRQDO provisions of Bt24.03 million were set aside in 2014.

Revenue 'XULQJDQGWKH&RPSDQ\DQGVXEVLGLDULHVHDUQHGUHYHQXHSULPDULO\IURPWKHSURSHUW\GHYHORSPHQWEXVLQHVV which covered the sale of housing units, condominium units and proceeds from land bank sale. However, the Company and subsidiaries started to generate revenue from hotel business through the investment in Kiroro Resort in the fourth quarter of 2012. The consolidated revenue also included other revenue like interest receivables, confiscation of down payments, profits on price bargain, revenue from utilities services, revenue from infrastructure and others.

Consolidated financial statements 2012 2013 2014 Million Million Million % % % Baht Baht Baht Revenue from sales of land and houses       Revenue from sales of condominium units  12.74 2,626.44 23.39 3,667.12  Revenue from sale of land for development  1.60  4.72  12.74 Revenue from hotel operations  2.97  9.07  6.61 Other income* 176.07 1.90 217.92 1.94   Total revenue 9,269.72 100.00 11,228.77 100.00 12,785.35 100.00 * Other revenue includes interest receivables, confiscation of down payments, profits on price bargain, revenue from utilities services, revenue from infrastructure and others.

162 Revenue from property sales The Company and subsidiaries book revenue from the sales of land and houses and condominium units in the statement of comprehensive income after unit transfers to buyers.

 w 5HYHQXHIURPODQGDQGKRXVHVDOHV  ,QWKHFRQVROLGDWHGUHYHQXHIURPODQGDQGKRXVHVDOHVWRWDOHG%WPLOOLRQWKDQNVWRWKHGHIHUUDORI purchases from the fourth quarter of 2011 following the great floods. Residential demand started to pick up in the second quarter of 2012. The Company also launched new projects like Perfect Masterpiece Ramkhamhaeng/ 5DQJVLW0RGL9LOOD/DGNUDEDQJDQG3LQNODR5LQJURDG

 ,QWKRXJKWKH&RPSDQ\DQGVXEVLGLDULHVGHYHORSHGWKHQHZSKDVHVRIH[LVWLQJSURMHFWVDQGODXQFKHGVHYHUDO QHZSURMHFWVOLNH3HUIHFW3ODFH5DWFKDSKUXHN&KDHQJZDWWDQD0HWUR5DPNKDPKDHQJ5LQJURDG3DWWDQDNDUQ 6ULQDNDULQWKHUHYHQXHIURPODQGDQGKRXVHVDOHVZDVRQO\%WPLOOLRQDGHFUHDVHE\%WPLOOLRQ RUIURP7KRXJKWKHUHYHQXHLQWKHILUVWQLQHPRQWKVRIWKH\HDUURVHE\%WPLOOLRQIURPWKH previous year, political demonstration hampered the business in the fourth quarter. The Company had to delay construction works and transfers of finished houses, causing the revenue in the fourth quarter to fall below the VDPHSHULRGODVW\HDUE\%WPLOOLRQ

 ,QWKHFRQVROLGDWHGUHYHQXHIURPODQGDQGKRXVHVDOHVWRWDOHG%WPLOOLRQRURIWRWDOUHYHQXH The lingering impact from political instability during the fourth quarter of 2013 to the second quarter of 2014 as well as greater emphasis on condominium development reduced the land and house sale revenue in 2014 by %WPLOOLRQRUIURP

 w 5HYHQXHIURPFRQGRPLQLXPVDOHV  ,QWKHFRQVROLGDWHGUHYHQXHIURPFRQGRPLQLXPVDOHLQSURMHFWVx0HWUR3DUN6DWKRUQDQG0HWUR6N\ 5DWFKDGDWRWDOHG%WPLOOLRQ,QWKHFRQVROLGDWHGUHYHQXHURVHWPLOOLRQRURQ \HDUWR%WWKDQNVWRL&RQGRSURMHFWVDVZHOODVWKHVDOHRI8QLORIW6DOD\DWR8QLORIW3URSHUW\)XQG The Group realized revenue from 6 condominium projects in 2013 and 1 Uniloft project in 2013, against only 2 condominium projects in 2012.  ,QWKHFRQVROLGDWHGUHYHQXHIURPFRQGRPLQLXPVDOHVWRWDOHG%WPLOOLRQXSE\%WPLOOLRQ or 39.62% from 2013, as the number of iCondo projects that generated revenue increased from 4 in 2013 to 7 in 2014. In 2014, 9 condominium projects generated revenue, against 7 in 2013.

 w 5HYHQXHIURPODQGVDOHV  ,QWKH&RPSDQ\HDUQHG%WPLOOLRQIURPODQGVDOHLQFOXGLQJWKHVDOHRIDODQGSORWZRUWK%W million to a university.

 ,QUHYHQXHIURPODQGVDOHVUHDFKHG%WPLOOLRQDQLQFUHDVHE\%WPLOOLRQRUIURP ,QWKHFRQVROLGDWHGUHYHQXHIURPODQGVDOHVWRWDOHG%WPLOOLRQDQLQFUHDVHE\%WPLOOLRQRU IURP,QWKH\HDUDODQGSORWLQ6XNKXPYLW6RLZDVVROGWRDGHYHORSHUIRUWKHGHYHORSPHQW of a shopping mall.

163 ANNUAL REPORT 2014

Revenue from hotel business In the fourth quarter of 2012, a subsidiary invested in a company registered in Japan, to start a property development and hotel EXVLQHVVLQ-DSDQ7KHFRPSDQ\tVEDODQFHVKHHWZDVWKXVFRQVROLGDWHGDVRI'HFHPEHUDQGWKHLQYHVWPHQWZDVERRNHG LQWKHVWDWHPHQWRIFRPSUHKHQVLYHLQFRPHVLQFHWKHWUDQVDFWLRQGDWH 2FWREHU XQWLO'HFHPEHU 7KHUHYHQXHZRUWK%WPLOOLRQIURPWKHKRWHOEXVLQHVVZDVERRNHGLQWKHIRXUWKTXDUWHURIDQG%WPLOOLRQLQ  IXOO\HDU ,QWKHFRQVROLGDWHGUHYHQXHIURPWKHKRWHOEXVLQHVVWRWDOHG%WPLOOLRQDGHFUHDVHE\%WPLOOLRQ RUDVWKHVXEVLGLDU\FORVHGSDUWVRIDEXLOGLQJIRUUHQRYDWLRQGXULQJ0D\DQG'HFHPEHUZKLFKZDVWKHORZVHDVRQ Cost, expenses and profit Sale cost (property development business) The sale cost of house and condominium units, which is the primary cost of the Company and subsidiaries, derives IURPWKHUDWLRQLQJRIHVWLPDWHGGHYHORSPHQWFRVW DOVRWDNLQJLQWRDFFRXQWDFWXDOFRVW WRWKHVROGXQLWV7KHFRVWRIWKH units will be booked in the statement of comprehensive income once revenue from the sales is realized. 'XULQJWKHFRQVROLGDWHGFRVWIURPWKHSURSHUW\GHYHORSPHQWEXVLQHVVWRWDOHG%WPLOOLRQ%W PLOOLRQDQG%WPLOOLRQUHVSHFWLYHO\ Consolidated financial statements 2012 2013 2014

Million Million Million % % % Baht Baht Baht Cost of land and house sales    67.72   Cost of condominium sales       Cost of land sale 102.92      Total 5,629.02 100.00 6,728.99 100.00 7,833.77 100.00

 w &RVWRIODQGDQGKRXVHVDOHV The cost of land and house sales reflects the net cost, after provisions against the falling project value. It consists of the value of land; the cost for land development, design, infrastructure and construction; borrowing cost; and others.  ,QWKHFRVWRIODQGDQGKRXVHVDOHVWRWDOHG%WPLOOLRQRURIVDOHUHYHQXH  ,QWKHFRVWRIODQGDQGKRXVHVDOHVWRWDOHG%WPLOOLRQGRZQE\%WPLOOLRQIURPLQOLQH with the lower revenue from land and house sales. The amount accounted for 66.66% of sale revenue, up slightly from 2012.  ,QWKHFRQVROLGDWHGFRVWRIODQGDQGKRXVHVDOHVWRWDOHG%WPLOOLRQGRZQE\%WPLOOLRQRU IURPLQOLQHZLWKWKHORZHUUHYHQXHIURPODQGDQGKRXVHVDOHV7KHDPRXQWDFFRXQWHGIRU of sale revenue, a slight decrease from 2013.

164 Comparative revenue and cost from land and house sales  0LOOLRQ%DKW during 2012-2014

  

   Revenue from land and house sales Cost of land and house sales

2012 2013 2014

 w &RVWRIFRQGRPLQLXPVDOHV  ,QWKHFRQVROLGDWHGFRVWRIFRQGRPLQLXPVDOHVWRWDOHG%WPLOOLRQRURIWRWDOVDOHFRVW DFFRXQWLQJIRURIWRWDOUHYHQXH  ,QWKH&RPSDQ\tVFRQGRPLQLXPVDOHFRVWWRWDOHG%WPLOOLRQDQLQFUHDVHRI%WPLOOLRQRU IURPDFFRXQWLQJIRURIWRWDOVDOHFRVW7KHVDOHFRVWWRUHYHQXHUDWLRURVHWRDV iCondo, which generated revenue in the second quarter of 2013, witnessed an increase in development cost due to the higher construction materials prices and wage. The development cost was comparatively higher than that RI0HWUR3DUN6DWKRUQDQG0HWUR6N\5DWFKDGDWKHWZRFRQGRPLQLXPVZKLFKZHUHFRQVWUXFWHGGXULQJ  ,QWKHFRQVROLGDWHGFRVWRIFRQGRPLQLXPVDOHVWRWDOHG%WPLOOLRQDQLQFUHDVHRI%WPLOOLRQRU IURPFRUUHVSRQGLQJZLWKKLJKHUVDOHUHYHQXHLQWKHSHULRG7KHVDOHFRVWWRUHYHQXHUDWLRURVHWR GXHWKHXSZDUGDGMXVWPHQWRISURGXFWLRQIDFWRUVOLNHODQGZDJHFRQVWUXFWLRQPDWHULDOVDQGHWF

 w &RVWRIODQGVDOH

Comparative revenue and cost from condominium sales  0LOOLRQ%DKW during 2012-2014

3,667.12

2,626.44 



 Revenue from Condominium sales  Cost of Condominium sales

2012 2013 2014

165 ANNUAL REPORT 2014

In 2012, the cost of land sale totaled Bt102.92 million.  ,QWKH&RPSDQ\tVODQGVDOHFRVWWRWDOHG%WPLOOLRQDQLQFUHDVHRI%WPLOOLRQRUIURP EXWWKHUDWLRRIODQGVDOHFRVWWRODQGVDOHUHYHQXHGHFUHDVHGWR  ,QWKHFRQVROLGDWHGODQGVDOHFRVWWRWDOHG%WPLOOLRQDQLQFUHDVHRI%WPLOOLRQRU IURPGXHWRWKHVDOHRIDODQGSORWLQ6XNKXPYLW6RLLQ$XJXVWWRDGHYHORSHUIRUWKHGHYHORSPHQWRI a shopping mall.

Comparative revenue and cost from land sales 0LOOLRQ%DKW during 2012-2014





 Revenue from land sale  Cost of land sales  102.92 2012 2013 2014

Gross profit and gross profit margin of property development business Single Detached houses+Townhouses 2012 2013 2014 3URILW 0LOOLRQ%DKW 2,741.41 2,279.32  *URVVSURILWPDUJLQ  36.60 33.34 34.90 The consolidated gross profit margin from land and house sale in 2012 was nearly unchanged, at 36.60%, respectively.  ,QWKHILJXUHGURSSHGWRGXHWRWKHORZHUUHYHQXHUHDOL]DWLRQIURPKLJKPDUJLQSURMHFWVDIWHUWKHLU FRPSOHWLRQ0HDQZKLOHWKHKRXVHVERXJKWEDFNIURP3URSHUW\3HUIHFW)XQGVKRZHGORZHUJURVVSURILWPDUJLQWKDQQHZ SURMHFWVEHLQJGHYHORSHGE\WKH&RPSDQ\DQGVXEVLGLDULHV7KLVORZHUHGWKHRYHUDOOSURILWPDUJLQRIORZULVHGHYHORSPHQW In 2014, the consolidated gross profit margin from land and house sale was at 34.90%, slightly increase from 2013. However, the continued increase in the development cost since 2013 remained a challenge, requiring the Company and subsidiaries WRODXQFKPDUNHWLQJDFWLYLWLHVWRPDLQWDLQWKHJURVVSURILWPDUJLQLQWKHORQJWHUP'ULYLQJXSWKH&RPSDQ\DQGVXEVLGLDULHVt property development cost is mainly land prices, wage, construction material prices and an increase in energy prices.

166 Condominium 2012 2013 2014 3URILW 0LOOLRQ%DKW 402.62 711.17 1,007.22 *URVVSURILWPDUJLQ  34.10  27.47 1RRIUHYHQXHJHQHUDWLQJSURMHFWV 2 projects 7 projects 9 projects In 2012, the margin rose to 34.10% as the prices were raised in line with the increasing demand in condominium units following the massive floods. As the cost of condominium development tended to rise, due to higher construction materials prices and higher wage, the average gross profit margin of new projects declined. ,QWKHPDUJLQIURPWKHFRQGRPLQLXPSURMHFWVGURSSHGIURPWRDVSURMHFWVWKDWVWDUWHGJHQHUDWLQJ revenue in the second quarter offered a lower margin than those generating revenue in 2012. In 2014, the Company and subsidiaries’ margin was 27.47%, slightly increasing from 2013. However, competition in WKHPDUNHWIROORZLQJWKHODXQFKRIPDQ\QHZKLJKULVHSURMHFWVE\ODUJHGHYHORSHUVDQGDFRQWLQXHGLQFUHDVHLQGHYHORSPHQW FRVWZHUHPDMRUFKDOOHQJHVIRUWKH&RPSDQ\DQGVXEVLGLDULHVUHTXLULQJPDUNHWLQJVWUDWHJLHVIRUWKHVHJPHQW1HZWHFKQRORJ\ was introduced to increase the efficiency and reduce the construction cost, to allow the Company and subsidiaries to maintain the margin at the competitive level in the long term. Land bank 2012 2013 2014 3URILW 0LOOLRQ%DKW 44.94 272.94  *URVVSURILWPDUJLQ  30.39  

,QWKHJURVVSURILWPDUJLQRIODQGVDOHZDV+RZHYHUWKHPDUJLQVLJQLILFDQWO\URVHWRLQ,Q WKH&RPSDQ\DQGVXEVLGLDULHVtPDUJLQZDV Selling expenses 7KH&RPSDQ\DQGVXEVLGLDULHVt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development and hotel businesses. ,QWKHFRQVROLGDWHGVHOOLQJH[SHQVHVWRWDOHG%WPLOOLRQDQLQFUHDVHRI%WPLOOLRQRUIURP :KLOHWKHDGYHUWLVLQJ35DQGPDUNHWLQJH[SHQVHVGURSSHGE\%WPLOOLRQLQWKHVSHFLDOEXVLQHVVWD[DQGWUDQVIHUIHHV LQFUHDVHGE\%WPLOOLRQLQOLQHZLWKPRUHUHYHQXHIURPWKHSURSHUW\VDOH7KHVHOOLQJH[SHQVHVRIWKHKRWHOEXVLQHVVDOVR LQFUHDVHGE\%WPLOOLRQ7KHVHOOLQJH[SHQVHVLQDFFRXQWHGIRURIUHYHQXHIURPSURSHUW\VDOHDQGWKHKRWHO business.

167 ANNUAL REPORT 2014

,QWKHFRQVROLGDWHGVHOOLQJH[SHQVHVWRWDOHG%WPLOOLRQDQLQFUHDVHRI%WPLOOLRQIURPPRVWO\ because of the Bt76.12 million increase in transfer fee in line with rising revenue. In the year, the advertising, PR and PDUNHWLQJH[SHQVHVGURSSHGE\%WPLOOLRQZKLOHWKHVHOOLQJH[SHQVHVRIWKHKRWHOEXVLQHVVGHFOLQHGE\%WPLOOLRQ 7KHVHOOLQJH[SHQVHVLQWKH\HDUDFFRXQWHGIRURIUHYHQXHIURPSURSHUW\GHYHORSPHQWDQGKRWHOEXVLQHVVHVDJDLQVW LQ

Administrative expenses $GPLQLVWUDWLYHH[SHQVHVFRYHUVDODU\XWLOLWLHVH[SHQVHVIHHVGHSUHFLDWLRQFRVWDQGRWKHUUHOHYDQWH[SHQVHV

,QWKHFRQVROLGDWHGDGPLQLVWUDWLYHH[SHQVHVWRWDOHG%WPLOOLRQPRVWO\GXHWRWKH%WPLOOLRQLQFUHDVH LQH[SHQVHVIRUHPSOR\HHV7KH&RPSDQ\DQGVXEVLGLDULHVKDGWRKLUHPRUHVWDIIWRFRSHZLWKWKHLQFUHDVLQJQXPEHURI SURMHFWV$VLGHVHYHUDOSURMHFWVQHHGHGWREHUHQRYDWHGDIWHUWKHIORRGVLQ7KLVUDLVHGSURMHFWDGPLQLVWUDWLYHH[SHQVHV LQWR%WPLOOLRQ2WKHUH[SHQVHVWRWDOHG%WPLOOLRQ7KHKRWHOEXVLQHVVtDGPLQLVWUDWLYHH[SHQVHVWRWDOHG %WPLOOLRQ7RWDODGPLQLVWUDWLYHH[SHQVHVDFFRXQWHGIRURIWRWDOUHYHQXHIURPSURSHUW\GHYHORSPHQWDQGKRWHO businesses.

,QWKHFRQVROLGDWHGDGPLQLVWUDWLYHH[SHQVHVWRWDOHG%PLOOLRQDQLQFUHDVHRI%WPLOOLRQDWWULEXWDEOH PDLQO\WRKLJKHUVDODU\DQGEHQHILWVRIHPSOR\HHV$VWKHQXPEHURIHPSOR\HHVH[SDQGHGWRVXSSRUWIXWXUHH[SDQVLRQ VDODU\DQGEHQHILWVLQURVHE\%WPLOOLRQIURP3URMHFWDGPLQLVWUDWLYHH[SHQVHVDQGRWKHUVDOVRLQFUHDVHG LQOLQHZLWKEXVLQHVVH[SDQVLRQRIWKH&RPSDQ\DQGVXEVLGLDULHV7KHDGPLQLVWUDWLYHH[SHQVHRIWKHKRWHOEXVLQHVVURVHE\ %WPLOOLRQIURP7KLVUDLVHGWKHFRQVROLGDWHGDGPLQLVWUDWLYHH[SHQVHVIURPSXVKLQJLWWRRIWRWDO revenue from property development and hotel businesses.

,QWKHFRQVROLGDWHGDGPLQLVWUDWLYHH[SHQVHVWRWDOHG%PLOOLRQDGHFUHDVHRI%WPLOOLRQIURP The amount accounted for 14.92% of total revenue from property development and hotel businesses. The administrative H[SHQVHVRIWKHSURSHUW\GHYHORSPHQWEXVLQHVVURVHE\%WPLOOLRQIURP%WPLOOLRQLQWR%WPLOOLRQ in 2014. However, the administrative cost of the hotel business dropped by Bt73.66 million as a part of the hotel was closed IRUUHQRYDWLRQGXULQJ0D\DQG'HFHPEHU

168 Other expenses  w /RVVIURPPLQLPXPUHYHQXHJXDUDQWHHDQGORVVIURPUHQWJXDUDQWHH  7KHFRPSDQ\LQVROGXQLWVRIODQGDQGKRXVHVZLWKDFRPELQHGYDOXHRI%WPLOOLRQWR3URSHUW\3HUIHFW )XQG8QGHUWKHDJUHHPHQWWKH&RPSDQ\DJUHHVWRJXDUDQWHHWKHPLQLPXPUHYHQXHRIWKHIXQG UHQWDODQG VHUYLFHUHYHQXHVEHIRUHGHGXFWLQJH[SHQVHV DW%WPLOOLRQIRUDSHULRGRIILYH\HDUVHQGLQJ'HFHPEHU In 2012, the Company booked Bt32.76 million as loss from the minimum revenue guarantee, as the fund’s revenue ZDVEHORZHVWLPDWHV7KHPLQLPXPJXDUDQWHHFODXVH EDVHGRQUHQWVDQGVHUYLFHIHHVEHIRUHH[SHQVHV   2Q2FWREHU%ULJKW'HYHORSPHQW%DQJNRN&R/WGVROGDGRUPLWRU\EXLOGLQJWRWKH8QLORIW3URSHUW\)XQG WKH)XQG IRU%WPLOOLRQDVDSSURYHGE\WKH%RDUGRI'LUHFWRUVZKRFRQYHQHGRQ$XJXVW7KHFRPSDQ\ LQYHVWHG%WPLOOLRQLQWKH)XQGDFFRXQWLQJIRURIWKHIXQGtVYDOXHDQGVWUXFND\HDUOHDVLQJ FRQWUDFWZLWKWKH)XQGZKLFKUHTXLUHVWKHIL[HGDQQXDOUHQWDOIHHRI%WPLOOLRQ7KH)XQGFDQH[WHQGWKH OHDVLQJSHULRGE\DQRWKHU\HDUXQGHUWKHVDPHFRQGLWLRQVSHFLILHGLQWKHRULJLQDO\HDUFRQWUDFW7KHFRPSDQ\ and the subsidiary have no plan or right to buy back the property. Thus, the revenue and cost of the transaction ZDVERRNHGLQVWDWHPHQWRIFRPSUHKHQVLYHLQFRPHLQ+RZHYHUDVWKH\HDUFRQWUDFWLVWDQWDPRXQWWR WKHFRPSDQ\tVEXUGHQWRJXDUDQWHHWKH)XQGWKHUHQWVWKHPDQDJHPHQWDSSOLHGDGLIIHUHQWDSSURDFKWRGHWHUPLQH WKHFXUUHQWYDOXHRIWKHH[SHQVHVFRPSDUHGWRWKHDSSURDFKDSSOLHGWRLQGLYLGXDOWHQDQWV7KH\HDUOHDVLQJIHH DVDJUHHGZLWKWKH)XQGZDVEDVHGRQWKHFXUUHQWFLUFXPVWDQFHVDQGWKHGRUPLWRU\tVFXUUHQWRSHUDWLQJFRQGLWLRQ 7KHFRPSDQ\WKXVVHWDVLGHDSURYLVLRQRQSRVVLEOHORVVIURPWKHJXDUDQWHHDW%WPLOOLRQ7KHSURYLVLRQLV ERRNHGLQ,WHPu/RVVIURPUHQWJXDUDQWHHvLQWKHVWDWHPHQWRIFRPSUHKHQVLYHLQFRPHLQ

 w )LQDQFLDOH[SHQVHV 'XULQJWKHFRQVROLGDWHGILQDQFLDOH[SHQVHVWRWDOHG%WPLOOLRQ%WPLOOLRQDQG%WPLOOLRQ UHVSHFWLYHO\,WFRPSULVHVLQWHUHVWH[SHQVHVDQGILQDQFLDOFKDUJHV ,QWHUHVWH[SHQVHVGXULQJWRDPRXQWHGWR%WPLOOLRQ%WPLOOLRQDQG%WPLOOLRQ UHVSHFWLYHO\7KHLQWHUHVWH[SHQVHVLQGXHWRWKHDFTXLVLWLRQRIQHZODQGSORWVIRUIXWXUHORZULVHDQGKLJK rise development as well as the investment in the overseas hotel mentioned above. In 2013, such increased due WRWKHLQYHVWPHQWLQODQGDQGODQGOHDVLQJULJKWVDFTXLUHGIRUIXWXUHORZULVHDQGKLJKULVHGHYHORSPHQW7KLV UDLVHGWKH&RPSDQ\DQGVXEVLGLDULHVtERUURZLQJOHDGLQJWRDQLQFUHDVHLQLQWHUHVWH[SHQVHV,QWKHLQWHUHVW H[SHQVHVURVHDVWKH&RPSDQ\DQGVXEVLGLDULHVERUURZHGPRUHWRILQDQFHEXVLQHVVH[SDQVLRQ )LQDQFLDOIHHVGXULQJVWRRGDW%WPLOOLRQ%WPLOOLRQDQG%WPLOOLRQUHVSHFWLYHO\ )LQDQFLDOIHHVLQGHULYHGIURPWKHGHEHQWXUHLVVXDQFHHDUO\0DUFKWKHVHHNLQJRIDVKRUWWHUPORDQLQ WKHVHFRQGTXDUWHUDQGWKHGHEHQWXUHLVVXDQFHLQ$XJXVWDQG1RYHPEHU,QWKH\HDUWKHILQDQFLDOIHHV increased in line with the fund mobilization size. In 2013, the Company issued four series of debentures; in $SULO0D\-XQHDQG1RYHPEHU5HOHYDQWILQDQFLDOIHHVDFFRUGLQJO\LQFUHDVHGE\%WPLOOLRQIURPWR %WPLOOLRQ,QWKH&RPSDQ\LVVXHGWKUHHVHULHVRIGHEHQWXUHVLQ-XO\6HSWHPEHUDQG'HFHPEHU 7KHILQDQFLDOIHHVLQGURSSHGE\%WPLOOLRQIURP

169 ANNUAL REPORT 2014

 w ,QFRPHWD[  &RUSRUDWHLQFRPHWD[FRQVLVWVRI WD[RQSURILWVDQG DGMXVWPHQWVIRUH[DPSOHDGMXVWPHQWVLQWD[H[SHQVHV LQWKHSUHYLRXV\HDUDQGVRPHH[SHQVHVZKLFKDUHQRQGHGXFWLEOH7KHQHWDPRXQWLVVKRZQDVLQFRPHWD[LQ the statement of comprehensive income in the particular year.

,QFRPHWD[GXULQJZDV%WPLOOLRQ%WPLOOLRQDQG%WPLOOLRQUHVSHFWLYHO\

Hotel business In the fourth quarter of 2012, the Company invested in a hotel business in Japan, holding 69.01% in the business. The YHQWXUHJHQHUDWHG%WPLOOLRQUHYHQXHDQG%WPLOOLRQDVRWKHUYHQXH7KHJURVVSURILWPDUJLQKLW%WPLOOLRQ DJDLQVWRSHUDWLQJH[SHQVHRI%WPLOOLRQDQGIRUHLJQH[FKDQJHORVVRI%WPLOOLRQ7KLVUHVXOWHGLQDORVVRI%W PLOOLRQ%WPLOOLRQIRRWHGE\WKHFRPSDQ\+RZHYHUIRUHLJQH[FKDQJHORVVHVGHULYHGIURPWKH\HQGHQRPLQDWHG investment in a hotel in Japan, as the Japanese yen weakened significantly in the fourth quarter of 2012. The involved subsidiary bought a hedging contract with a commercial bank late 2012, to cushion the risk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tVVKDUHKROGLQJZDVUDLVHGIURPWRLQ0DUFK 2014.

Earning before expenses, tax, depreciation and amortization (DUQLQJEHIRUHH[SHQVHVWD[GHSUHFLDWLRQDQGDPRUWL]DWLRQ (%,7'$ LVFDOFXODWHGIURPWKHHDUQLQJVEHIRUHH[SHQVHV WD[GHSUHFLDWLRQDQGDPRUWL]DWLRQ  'XULQJ(%,7'$RIWKH&RPSDQ\DQGVXEVLGLDULHVWRWDOHG%WPLOOLRQ%WPLOOLRQDQG %WPLOOLRQUHVSHFWLYHO\UHSUHVHQWLQJWKHSURILWPDUJLQRIDQGUHVSHFWLYHO\

170 Net profits (of both businesses) 7KHFRQVROLGDWHGQHWSURILWVGXULQJDUHDVIROORZV Unit: Million Baht 2012 2013 2014 1HWSURILW 202.72 41.42 402.26 6KDUHKROGHUVtHTXLW\    6XEVLGLDULHVtQRQFRQWUROOLQJVKDUHKROGHUVtHTXLW\   3.46 *URVVSURILWPDUJLQ  2.19 0.37  7KHFRQVROLGDWHGQHWSURILWWRWDOHG%WPLOOLRQLQFOXVLYHRIWKH%WPLOOLRQSURILWIRUWKH&RPSDQ\tV VKDUHKROGHUVDQG%WPLOOLRQORVVRIVXEVLGLDULHVtQRQFRQWUROOLQJVKDUHKROGHUV ,QWKHFRQVROLGDWHGQHWSURILWZDVDW%WPLOOLRQGRZQE\%WPLOOLRQRUIURPWKHSUHYLRXV\HDU Though the profit margin of the property development business increased by Bt74.46 million thanks to an increase in FRQVROLGDWHGUHYHQXHWKHJURVVSURILWPDUJLQGHFUHDVHG7KHVDOHDQGDGPLQLVWUDWLYHH[SHQVHVDOVRLQFUHDVHGE\%W PLOOLRQ3OXV%WPLOOLRQORVVIURPUHQWJXDUDQWHHDQGWKH%WPLOOLRQLQFUHDVHLQILQDQFLDOH[SHQVHVDQG%W PLOOLRQORVVIURPWKHRYHUVHDVKRWHOEXVLQHVVWKH&RPSDQ\VKRZHGDQHWORVVRI%WPLOOLRQLQDQLQFUHDVHE\ %WPLOOLRQIURP ,QWKHFRQVROLGDWHGHDUQLQJEHIRUHILQDQFLDOH[SHQVHVDQGWD[WRWDOHG%WPLOOLRQZKLOHQHWSURILWVWRRGDW %WPLOOLRQZKLFKURVHE\%WPLOOLRQRUIURP Return on earnings ,QDQGWKH&RPSDQ\DQGVXEVLGLDULHVtUHWXUQRQHDUQLQJV 52( VWRRGDWDQG UHVSHFWLYHO\52(PRYHVLQOLQHZLWKQHWSURILWVLQWKH\HDUVDVZHOODVWKHQXPEHURISDLGXSVKDUHVIROORZLQJWKHH[HUFLVH RIZDUUDQWVDQGWKH&RPSDQ\tVFDSLWDOLQFUHDVHGXULQJWKH\HDUSHULRG

Consolidated financial statements (Unit: Million Baht) 2012 2013 2014 1HW3URILW 202.72 41.42 402.26 3DLGXSFDSLWDO    6KDUHKROGHUVtHTXLW\   9,010.33 52(     

171 ANNUAL REPORT 2014

Analysis on consolidated financial position Table presented consolidated financial status (Unit :Million Baht) Assets Liabilities Shareholders’ equity $VRI'HFHPEHU 5HYLVHG    $VRI'HFHPEHU  22,021.72  $VRI'HFHPEHU   9,010.33 Assets 7KHFRQVROLGDWHGDVVHWVGXULQJDQGVWRRGDW%WPLOOLRQ%WPLOOLRQDQG%WPLOOLRQ UHVSHFWLYHO\'XULQJDVVHWVLQFUHDVHG%WPLOOLRQVKRZLQJDQLQFUHDVHRI$VVHWVDOVRURVHE\ %WPLOOLRQGXULQJRU7KHDVVHWVL]HH[SDQGHGLQWKHSDVWWKUHH\HDUVEHFDXVHRIWKHODXQFKRI QXPHURXVSURMHFWVxFRYHULQJVLQJOHKRXVHWRZQKRXVHDQGFRQGRPLQLXPSURMHFWV0HDQZKLOHWKHODQGEDQNZDVH[SDQGHG WRVXSSRUWIXWXUHH[SDQVLRQSDUWLFXODUO\LQWKHFRQGRPLQLXPDQGWRZQKRXVHVHJPHQWV7KH&RPSDQ\DQGVXEVLGLDULHV DOVRGHYHORSHGUHQWDODSDUWPHQWEXLOGLQJVXQGHUu8QLORIWvEUDQGDQGVWUXFNDODQGOHDVHFRQWUDFWIRUWKHGHYHORSPHQWRID shopping mall and commercial space for rent. The Group also invested in a hotel business in Japan in the fourth quarter of 2012. $VRI'HFHPEHUWKHFRQVROLGDWHGDVVHWVWRWDOHG%WPLOOLRQDQLQFUHDVHE\%WPLOOLRQRU compared to the end of 2013. The amount rose mainly due to the increase in cash and cash equivalents, receivables on ODQGVDOHDQGWKHSURSHUW\GHYHORSPHQWFRVW%\YDOXHDVRI'HFHPEHUWKHSURSHUW\GHYHORSPHQWFRVWDPRXQWHG WR%WPLOOLRQRURIWRWDOZKLOHODQGEDQN%WPLOOLRQDQGDGYDQFHSD\PHQWIRUODQGSXUFKDVHV %WPLOOLRQFRQVWLWXWHGRIWRWDO&DVKDQGFDVKHTXLYDOHQWVWRWDOHG%WPLOOLRQRUSURSHUW\IRU LQYHVWPHQWSXUSRVH%WPLOOLRQRUOHDVHULJKW%WPLOOLRQODQGEXLOGLQJDQGHTXLSPHQW %WPLOOLRQRUODQGUHFHLYDEOHV SURPLVVRU\QRWHVODQG %WPLOOLRQDQGDGYDQFHSD\PHQWVWR XQUHODWHGFRQWUDFWRUV%WPLOOLRQ

172 Consolidated financial statements As of 31 December As of 31 December As of 31 December 2012 (Revised) 2013 2014 Million Million Million % % % Baht Baht Baht $VVHWV &XUUHQWDVVHWV Cash and cash equivalents 960.26 3.67  4.03  7.96 Trade and other receivables     191.43 0.61 /DQGUHFHLYDEOHV SURPLVVRU\QRWHVODQG   0.06 200.66    Inventories  0.12 34.32 0.11  0.11 Project development costs       $GYDQFHVWRFRQWUDFWRUUHODWHGSDUW\  0.06 14.47  14.40  $GYDQFHVWRFRQWUDFWRUVXQUHODWHGSDUWLHV  0.23  0.99   Other current assets   93.67 0.31  0.33 7RWDOFXUUHQWDVVHWV 14,722.36 56.24 19,007.10 61.98 21,650.98 69.16 1RQFXUUHQWDVVHWV Restricted deposits 66.40   1.01  0.92 Retention per agreement 100.00  100.00 0.33 100.00 0.32 Investment in associate  2.00  1.90  2WKHUORQJWHUPLQYHVWPHQWV  0.21 110.92 0.36  0.34 /DQGKHOGIRUGHYHORSPHQW   6,062.24 19.77  14.22 Advances for purchases of land   660.13  444.64 1.42 Investment properties 967.14   4.92 Property, plant and equipment 1,131.61 4.32  3.42 963.20  /HDVHKROGULJKWV  1.70  4.20 1,313.11 4.19 'HIHUUHGWD[DVVHWV 317.40 1.21 332.13   0.96 2WKHUQRQFXUUHQWDVVHWV    0.64  0.46 7RWDOQRQFXUUHQWDVVHWV 11,453.26 43.76 11,661.00 38.02 9,654.14 30.84 7RWDODVVHWV 26,175.62 100.00 30,668.10 100.00 31,305.12 100.00

173 ANNUAL REPORT 2014

Project development cost The property development cost is booked as the development cost in the financial statements. It will be realized as the selling cost in the statement of comprehensive income once the sold units are transferred. 7KHFRQVROLGDWHGSURSHUW\GHYHORSPHQWFRVWLQVWRRGDW%WPLOOLRQ%WPLOOLRQDQG %WPLOOLRQUHVSHFWLYHO\7KHFRVWLQURVHE\%WPLOOLRQIURPZKLOHWKHFRVWLQLQFUHDVHGE\ %WPLOOLRQRQ\HDU 7KHGHYHORSPHQWFRVWDFFRXQWHGIRURIWRWDODVVHWVLQLQDQGLQ7KHLQFUHDVHV particularly in 2013 were due to the launch of new projects, to meet the higher sale and revenue targets. Details of projects are available in the part on assets for business operations: Item Assets for sale (See details of the projects in “assets for sale”) Net land bank The net land for development consists of the cost of land, the land development cost, the construction cost, and the interest minus the cost which are booked as selling cost, land transferred for debt restructuring purpose and debt repayment as stated in the rehabilitation plan, and provisions against possible decreases in land value. 7KHFRPSDQ\tVDQGVXEVLGLDULHVtQHWODQGKHOGIRUGHYHORSPHQWDWWKHHQGRIKDGYDOXHRI%W PLOOLRQ%WPLOOLRQDQG%WPLOOLRQUHVSHFWLYHO\,QWKHYDOXHGURSSHGE\%WPLOOLRQRQ\HDUDQG LQLWGHFUHDVHGE\%WPLOOLRQ7KHYDOXHDFFRXQWHGIRUDQGRIWRWDODVVHWVGXULQJ UHVSHFWLYHO\7KHQHWYDOXHRIODQGEDQNGURSSHGPDLQO\EHFDXVHWKH&RPSDQ\DQGVXEVLGLDULHVVROGDODQG SORWZRUWK%WPLOOLRQLQDQGVRPHODQGSORWVZRUWK%WPLOOLRQZHUHWUDQVIHUUHGIRUSURMHFWGHYHORSPHQW and booked as development cost. In 2014, the Company and subsidiaries sold land plots worth Bt1,700 million. The Company and subsidiaries will consider book land reserved for development as after development starts, like the start of land clearing RUSURMHFWOD\RXW6LQFHWKH&RPSDQ\DQGVXEVLGLDULHVKDYHDFTXLUHGODQGSORWVWRDFFRPPRGDWHSURSHUW\GHYHORSPHQW H[SDQVLRQLQERWKORZULVHDQGKLJKULVHVHJPHQWV 2Q0D\WKH&RPSDQ\DQGDVXEVLGLDU\VLJQHGDQDJUHHPHQWWRVHOODODQGSORWZLWKWKHDFFRXQWLQJYDOXHRI %WPLOOLRQWRDQXQUHODWHGFRPSDQ\IRU%WPLOOLRQ2Q6HSWHPEHUWKHODQGZDVWUDQVIHUUHGDQG the buyer paid Bt700.00 million in cash and agreed to the remaining Bt1,000.00 million through two promissory notes valued DW%WPLOOLRQHDFK7KHSURPLVVRU\QRWHVDUHJXDUDQWHHGE\DEDQNDQGZLOOFRPHGXHLQ'HFHPEHU7KH WUDQVDFWLRQLVERRNHGDVSDUWRIWKHQRQFXUUHQWDVVHWV SURPLVVRU\QRWHVODQG LQWKHILQDQFLDOVWDWHPHQWV7KHSURPLVVRU\ notes are used to back a bank guarantee for the Company’s debentures. Details on land for development are included in the assets for business operations (land for development).

174 Advance payment for land purchase Advance payment for land purchase is the deposit given to landlords or agents commissioned to accumulate land for the company. Once the land purchase was completed the deposit will be booked as the project development cost or in land bank category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nvestment properties ,QVXEVLGLDULHVIRUPXODWHGDFOHDUSROLF\WRLQYHVWLQVKRSSLQJPDOOVDQGFRPPHUFLDOGHYHORSPHQW6RPHODQG SORWVLQWKHODQGEDQNDUHUHVHUYHGIRUVXFKGHYHORSPHQW6XFKGHYHORSPHQWE\WKH&RPSDQ\DQGVXEVLGLDULHVDWWKHHQG RIDQGZDVYDOXHGDW%WPLOOLRQDQG%WPLOOLRQ7KHDPRXQWUHSUHVHQWHGDQLQFUHDVHRI %WPLOOLRQIURP7KHGHYHORSPHQWYDOXHLQWKHWZR\HDUVDFFRXQWHGIRUDQGRIWRWDODVVHWV$VRI 'HFHPEHUWKHQHWDFFRXQWLQJYDOXHRIWKHLQYHVWPHQWSURSHUWLHVVWRRGDW%WPLOOLRQ%WPLOOLRQEHLQJ developed and Bt1,327.99 million under development. Details of the investment properties are included in Item: Investment Properties

Leasing rights 7KHFRQVROLGDWHGOHDVLQJULJKWVZHUHYDOXHGDW%WPLOOLRQ%WPLOOLRQDQG%WPLOOLRQDWWKHHQG RIDQGUHVSHFWLYHO\7KHOHDVLQJULJKWVYDOXHLQURVHE\%WPLOOLRQIURPZKLOHWKH DPRXQWLQFUHDVHGE\%WPLOOLRQRQ\HDU7KHYDOXHVLQWKHWKUHH\HDUSHULRGDFFRXQWHGIRUDQG of total assets, respectively. The value showed an increase in the three years because subsidiaries entered into several leasing rights contracts, prepared for the development of shopping malls and commercial properties. Details of the leasing rights are included in Item: Leasing Rights

175 ANNUAL REPORT 2014

Net land, building and equipment 1HWODQGEXLOGLQJDQGHTXLSPHQWVWRRGDW%WPLOOLRQ%WPLOOLRQDQG%WPLOOLRQDWWKHHQGRI DQGUHVSHFWLYHO\7KHYDOXHGHFUHDVHGE\%WPLOOLRQIURPZKLOHWKHDPRXQWGURSSHG E\%WPLOOLRQ7KHYDOXHDFFRXQWHGIRUDQGRIWRWDODVVHWVLQUHVSHFWLYHO\ Details of net land, building and equipment are included in Item: Net land, building and equipment

Cash and cash equivalents &DVKDQGFDVKHTXLYDOHQWVVWRRGDW%WPLOOLRQ%WPLOOLRQDQG%WPLOOLRQDWWKHHQGRI DQGUHVSHFWLYHO\7KHDPRXQWURVHE\%WPLOOLRQIURPZKLOHLQLWLQFUHDVHGE\%W million from 2013 due to an increase in cash flow from investment activities in the year. The cash and cash equivalents to DVVHWVUDWLRZDVDQGUHVSHFWLYHO\GXULQJ Details of cash and cash equivalents are included in Item 16.2.4: Analysis on consolidated cash flow

Investments in associated companies 7KHFRQVROLGDWHGLQYHVWPHQWLQDVVRFLDWHGFRPSDQLHVZDVWKHLQYHVWPHQWLQ.UXQJWKHS/DQGDSURSHUW\GHYHORSPHQW FRPSDQ\ZKLFKZDVRZQHGE\WKH&RPSDQ\7KH&RPSDQ\tV%RDUGRI'LUHFWRUVRQ1RYHPEHUUHVROYHGWR GLYHVWDOOVKDUHVLQ.UXQJWKHS/DQGWR*ROGHQ/DQG3URSHUW\'HYHORSPHQW3XEOLF&RPSDQ\/LPLWHG2Q'HFHPEHUWKH &RPSDQ\VROGWKHVKDUHVWR*ROGHQ/DQGZLWKDFDSLWDOJDLQRI%WPLOOLRQ$WWKHHQGRIDQGLQYHVWPHQWLQ DVVRFLDWHGFRPSDQLHVXQGHUWKHHTXLW\PHWKRGZDVYDOXHGDW%WPLOOLRQDQG%WPLOOLRQUHVSHFWLYHO\,QWKH LQYHVWPHQWLQFUHDVHGE\%WPLOOLRQIURP7KHLQYHVWPHQWDFFRXQWHGIRUDQGRIWRWDODVVHWVLQDQG 2013, respectively.

Trade and other receivables  w 3URSHUW\GHYHORSPHQWEXVLQHVV The Company and subsidiaries realized the revenue from the sales of land and houses, condominium units and ODQGDIWHUWUDQVIHUVWREX\HUV'RZQSD\PHQWVRUDGYDQFHLQVWDOOPHQWVDUHERRNHGDVOLDELOLWLHV&XVWRPHUVKDYLQJ been transferred the properties but having yet paid in full would be booked as trade receivables.

7KH&RPSDQ\DQGVXEVLGLDULHVtSURSHUW\UHODWHGWUDGHUHFHLYDEOHVVWRRGDW%WPLOOLRQ%WPLOOLRQDQG Bt6.77 million at the end of 2012, 2013 and 2014, respectively. The receivables in 2013 showed a Bt10.46 million GHFUHDVHIURPZKLOHWKHDPRXQWGURSSHGE\%WPLOOLRQIURPWKHSUHYLRXV\HDU7KHDPRXQWV DFFRXQWHGIRUDQGRIWRWDODVVHWVLQ

176 $VRI'HFHPEHUDIWHUWKHFRQVROLGDWHGSURYLVLRQVRI%WPLOOLRQDJDLQVWSRVVLEOHORDQORVVSURSHUW\ UHODWHGWUDGHUHFHLYDEOHVVWRRGDW%WPLOOLRQ2IWRWDO%WPLOOLRQZHUHRYHUGXHE\PRUHWKDQPRQWKV DQG%WPLOOLRQRYHUGXHE\IHZHUWKDQPRQWKV5HFHLYDEOHVZRUWK%WPLOOLRQZHUHQRWGXH\HW)RU UHFHLYDEOHVRYHUGXHIRURYHUPRQWKVWKH&RPSDQ\DQGVXEVLGLDULHVFRQWLQXRXVO\SUHVVHGIRUUHSD\PHQWV6RPH cases went to court. The Company and subsidiaries are convinced that the provisions are sufficient under the current circumstances.

 w +RWHOEXVLQHVV  7UDGHUHFHLYDEOHVLQWKHKRWHOEXVLQHVVVWRRGDW%WPLOOLRQ%WPLOOLRQDQG%WPLOOLRQDWWKH HQGRIDQGUHVSHFWLYHO\7KHDPRXQWVKRZHGDQLQFUHDVHRI%WPLOOLRQIURPDQG WKHOHYHOVKRZHGDGHFUHDVHRI%WPLOOLRQRQ\HDU7KHDPRXQWVDFFRXQWHGIRUDQG of total assets at the end of the three years.

$VRI'HFHPEHUFRQVROLGDWHGWUDGHUHFHLYDEOHVLQWKHEXVLQHVVRYHUGXHIRURYHUWKUHHPRQWKVWRWDOHG Bt0.63 million. The rest was less than 3 months overdue.

 w 2WKHUGHEWRUV  2WKHUGHEWRUVRIWKH&RPSDQ\DQGVXEVLGLDULHVDWWKHHQGRIRZHG%WPLOOLRQ%WPLOOLRQDQG%W million, respectively. The 2013 level showed an increase of Bt60.47 million from 2012 and the 2014 level rose by Bt1.94 million on year. The amounts accounted for 0.02%, 0.21% and 0.21% of total assets at the end of the years, respectively.

Land receivables (promissory notes – land) 5HFHLYDEOHVIRUODQGRIWKH&RPSDQ\DQGVXEVLGLDULHVDWWKHHQGRIRZHG%WPLOOLRQ%WPLOOLRQ DQG%WPLOOLRQUHVSHFWLYHO\7KHOHYHOVKRZHGDQLQFUHDVHRI%WPLOOLRQIURPDQGWKHOHYHO URVHE\%WPLOOLRQRQ\HDU7KHDPRXQWVDFFRXQWHGIRUDQGRIWRWDODVVHWVDWWKHHQGRIWKH\HDUV respectively. The increases resulted from the sale of some land plots in the period.  $VRI'HFHPEHUWKH&RPSDQ\DQGVXEVLGLDULHVtODQGUHFHLYDEOHVDUHDVIROORZV   3URPLVVRU\QRWHVxODQGZRUWK%WPLOOLRQ,QWKH&RPSDQ\ZDVSDLG%WPLOOLRQIURPDEX\HU,Q )HEUXDU\WKHEX\HUIXOO\SDLGWKHUHVW   3URPLVVRU\QRWHVxODQGZRUWK%WPLOOLRQ2QWKHERRNWKHSURPLVVRU\QRWHVZHUHYDOXHGDW%W million, after discount by the average borrowing rate of the Company and subsidiaries and the debtor, to reflect future interest income.

177 ANNUAL REPORT 2014

Liabilities 7KHFRQVROLGDWHGOLDELOLWLHVDWWKHHQGRIVWRRGDW%WPLOOLRQ%WPLOOLRQDQG%W PLOOLRQUHVSHFWLYHO\7KHOHYHOVKRZHGDQLQFUHDVHRI%WPLOOLRQIURPRUZKLOHWKHOHYHO URVH%WPLOOLRQRQ\HDURU7KHOLDELOLWLHVWRDVVHWVUDWLRDWWKHHQGRIZDVDQG UHVSHFWLYHO\'XULQJWKHOLDELOLWLHVVKRZHGWKHIROORZLQJVLJQLILFDQWFKDQJHV  ,QFUHDVHRQWKHLVVXDQFHRIGHEHQWXUHVZRUWK%WPLOOLRQELOOVRIH[FKDQJHZURWK%WPLOOLRQDQGSURPLVVRU\ notes worth Bt211.91 million.  'HFUHDVHGXHWRDWHUPORDQZRUWK%WPLOOLRQOHDVLQJULJKWVZRUWK%WPLOOLRQWUDGHSD\DEOHVDQGRWKHUV ZRUWK%WPLOOLRQDQGGHSRVLWVDGYDQFHSD\PHQWVIURPFXVWRPHUVZRUWK%WPLOOLRQ 7KHFRQVROLGDWHGOLDELOLWLHVDVRI'HFHPEHUFRQVLVWHGRIGHEHQWXUHVRIWRWDOWHUPORDQV WUDGHSD\DEOHVDQGRWKHUV%WELOORIH[FKDQJHSURPLVVRU\QRWHVFXVWRPHUVtGHSRVLWVDQGDGYDQFH SD\PHQWOHDVLQJULJKWVRWKHUFXUUHQWOLDELOLWLHVDQGRWKHUQRQFXUUHQWOLDELOLWLHV'HWDLOVDUH as follows;

Consolidated financial statements As of 31 Total As of 31 Total As of 31 Total Unit: Million Baht December liabilities December liabilities December liabilities 2012 % 2013 % 2014 % 'HEHQWXUHV      60.91 /RQJWHUPORDQV  29.39  30.02 4,293.61 19.26 Trade and other payables   2,664.60 12.10 2,411.47  1RWHVSD\DEOH  3.13  2.33 724.40  %LOOVRIH[FKDQJHSD\DEOH     636.24  'HSRVLWVDQGFDVKUHFHLYHGLQ advance  1.74 340.96  217.01 0.97 /HDVHKROGULJKWVSD\DEOH 40.00 0.23  1.30 20.00 0.09 Other current liabilities  0.72   216.23 0.97 2WKHUQRQFXUUHQWOLDELOLWLHV 129.43 0.74   197.12  7RWDOOLDELOLWLHV 17,544.98 100.00 22,021.72 100.00 22,294.80 100.00 Debentures $WWKHHQGRIWKH&RPSDQ\DQGVXEVLGLDULHVtH[LVWLQJGHEHQWXUHVZHUHYDOXHGDW%WPLOOLRQ%WPLOOLRQ DQG%WPLOOLRQUHVSHFWLYHO\7KHDPRXQWLQVKRZHGDQLQFUHDVHRI%WPLOOLRQIURPZKLOHWKHOHYHOVKRZHG DQLQFUHDVHE\%WPLOOLRQ7KHYDOXHDFFRXQWHGIRUDQGRIWRWDOOLDELOLWLHVDWWKHHQGRI UHVSHFWLYHO\7KHLQFUHDVHVLQWKHSDVWWKUHH\HDUVUHVXOWHGIURPDODUJHQXPEHURIQHZORZULVHDQGFRQGRPLQLXPSURMHFWVZKLFKQHHGHG QHZIXQGV3URFHHGVIURPWKHGHEHQWXUHVZHUHHQWLUHO\XVHGIRUSURMHFWGHYHORSPHQWLQWKHIXWXUHDVZRUNLQJFDSLWDORUUHSD\H[LVWLQJ debts.

178 'HWDLOVRIH[LVWLQJGHEHQWXUHVDVRI6HSWHPEHU

Value Maturity (Million Baht) Issue Date Date Condition 6HFXUHGGHEHQWXUHV 1,999.24 0DUFK 0DUFK The ratio of total loans1 to (2).%WPLOOLRQLQWHUHVW 2012  shareholders’ equity must not SHUDQQXPLQILUVWWZR\HDUVDQGLQWKH H[FHHG third year, payable every 3 months 6HFXUHGGHEHQWXUHV 2,979.47 1RYHPEHU 1RYHPEHU The ratio of total loans1 to %WPLOOLRQLQWHUHVW 2012  shareholders’ equity must not per annum, payable every 3 months H[FHHG 8QVHFXUHGVKRUWWHUPERQGV 2,000.00 'HFHPEHU6HSWHPEHUThe ratio of total loans1 to %WPLOOLRQLQWHUHVW 2014  shareholders’ equity must not per annum, payable on redemption. H[FHHG 8QVHFXUHGGHEHQWXUHV 2,000.00 -XQH -XQH The ratio of total loans1 to %WPLOOLRQLQWHUHVW shareholders’ equity must not per annum, payable every 3 months H[FHHG 8QVHFXUHGGHEHQWXUHV 2,200.00 1 August 2014 )HEUXDU\ The ratio of total loans1 to %WPLOOLRQLQWHUHVW 2016 shareholders’ equity must not per annum, payable every 3 months H[FHHG 8QVHFXUHGGHEHQWXUHV 2,400.00 1 October 1 October The ratio of total loans1 to %WPLOOLRQLQWHUHVW 2014 2016 shareholders’ equity must not per annum, payable every 3 months H[FHHG Total 13,578.72 Note: “ 1 u7RWDOORDQVvUHIHUWRDOOLQWHUHVWEHDULQJRUGLVFRXQWHGOLDELOLWLHVDSSHDULQJLQWKHFRQVROLGDWHGVWDWHPHQW7KLVLQFOXGHILQDQFLDOREOLJDWLRQV to be incurred by the issuer’s guarantee and similar obligations to individuals or juristic entities which do not appear in the consolidated ILQDQFLDOVWDWHPHQWVEXWDSSHDULQWKH1RWH7KLVH[FOXGHVREOLJDWLRQVUHODWHGWRWKHREWDLQLQJRIILQDQFLDOLQVWLWXWLRQVtOHWWHURIJXDUDQWHHIRU ODQGRULQIUDVWUXFWXUHGHYHORSPHQWRUUHODWHGDFWLYLWLHVu7RWDOORDQVvDUHPLQXVFDVKDQGHTXLYDOHQWVDVVKRZQLQWKHFRQVROLGDWHGILQDQFLDO VWDWHPHQWVLQFOXGLQJGHSRVLWVSODFHGDVFROODWHUDOVZLWKDQ\SDUW\)RUFODULW\RQWKLVWKHuWRWDOORDQVvH[FOXGHWUDGHUHFHLYDEOHVDGYDQFH income or loans which bear no interest cost.

179 ANNUAL REPORT 2014

Long-term loans $WWKHHQGRIORQJWHUPORDQVRIWKH&RPSDQLHVDQGVXEVLGLDULHVVWRRGDW%WPLOOLRQ%W PLOOLRQDQG%WPLOOLRQUHVSHFWLYHO\7KHYDOXHRIWHUPORDQVLQVKRZHGDQLQFUHDVHRI%WPLOOLRQIURP ZKLOHWKHDPRXQWLQGHFUHDVHGE\%WPLOOLRQRQ\HDU7KHDPRXQWVDFFRXQWHGIRUDQG LQWKH\HDUVUHVSHFWLYHO\7KHORDQVZHUHXVHGWRILQDQFHSURSHUW\GHYHORSPHQWSURMHFWV $WWKHHQGRIWKHORDQVZLWKPDWXULW\RIOHVVWKDQ\HDUZHUHZRUWK%WPLOOLRQDQGORQJWHUPORDQVQHWRI FXUUHQWSRUWLRQZHUHZRUWK%WPLOOLRQ7KHGHWDLOVDUHDVIROORZV

Consolidated financial statements 31 December 31 December 31 December Unit (Million Baht) 2012 2013 2014 /RQJWHUPORDQV   4,293.61 Minus – amount due within 1 year    /RQJWHUPORDQV 1HW   

Trade payables and others 7KH&RPSDQ\DQGVXEVLGLDULHVtWUDGHSD\DEOHVDQGRWKHUVVWRRGDW%WPLOOLRQ%WPLOOLRQDQG%W million at the end of 2012, 2013 and 2014, respectively. The 2013 amount showed an increase of Bt1,127.63 million from ZKLOHWKHOHYHOGHFUHDVHGE\%WPLOOLRQRQ\HDU7UDGHSD\DEOHVDQGRWKHUVDFFRXQWHGIRU DQGRIWRWDOOLDELOLWLHVDWWKHHQGRIWKH\HDUV

Promissory notes $WWKHHQGRIWKH&RPSDQ\DQGVXEVLGLDULHVtH[LVWLQJSURPLVVRU\QRWHVZHUHYDOXHGDW%WPLOOLRQ %WPLOOLRQDQG%WPLOOLRQUHVSHFWLYHO\,QWKHDPRXQWGURSSHGE\%WPLOOLRQIURPZKLOHWKH DPRXQWURVHE\%WPLOOLRQRQ\HDUV7KHSURPLVVRU\QRWHVDFFRXQWHGIRUDQGRIWRWDO OLDELOLWLHVLQWKH\HDUVUHVSHFWLYHO\7KHSURPLVVRU\QRWHVDUHGXHGXULQJ0DUFKDQG-XQH Bills of exchange 7KH&RPSDQ\DQGVXEVLGLDULHVGLGQRWKDYHDQ\ELOORIH[FKDQJHDWWKHHQGRIDQG$WWKHHQGRIWKHH[LVWLQJ ELOOVRIH[FKDQJHZHUHZRUWK%WPLOOLRQHQWLUHO\LVVXHGE\WKH&RPSDQ\7KHELOOVGXHLQ-XQHDFFRXQWHGIRURI total liabilities. Leasing rights 7KH&RPSDQ\DQGVXEVLGLDULHVVKRXOGHUHGDEXUGHQRI%WPLOOLRQLQOHDVLQJULJKWVLQ%WPLOOLRQLQ DQG%WPLOOLRQLQ7KHEXUGHQLQURVHE\%WPLOOLRQIURPZKLOHWKHDPRXQWGURSSHGE\%W PLOOLRQIURPWKHSUHYLRXV\HDU'XULQJWKH\HDUVDVXEVLGLDU\VWUXFNDGHDOIRUDGGLWLRQDOOHDVLQJULJKWVLVVXLQJEDQNJXDUDQWHHG SURPLVVRU\QRWHVZRUWK%WPLOOLRQ7KHQRWHVGXHLQ-XO\ZHUHXVHGWRSD\IRUWKHWUDQVIHURIWKHOHDVLQJULJKWV The leasing rights accounted for 0.23%, 1.30% and 0.09% of total liabilities in the years, respectively.

180 Shareholders’ equity 7KHFRQVROLGDWHGVKDUHKROGHUVtHTXLW\DWWKHHQGRIVWRRGDW%WPLOOLRQ%WPLOOLRQDQG%W PLOOLRQUHVSHFWLYHO\7KHVKDUHKROGHUVtHTXLW\LQURVHE\%WPLOOLRQIURPRUZKLOHLQLWLQFUHDVHGE\ %WPLOOLRQRURQ\HDU7KHVKDUHKROGHUVtHTXLW\WRDVVHWUDWLRLQWKH\HDUVZDVDQG respectively. The following is details of the annual changes in the shareholders’ equity.  $VRI'HFHPEHU DGMXVWHG  7KHFRQVROLGDWHGVKDUHKROGHUVtHTXLW\DVRI'HFHPEHUWRWDOHG%WPLOOLRQ7KLVUHVXOWHGPDLQO\IURP WKHFDSLWDOLQFUHDVHE\%WPLOOLRQWKHH[HUFLVHRIZDUUDQWV 3): IRUPLOOLRQVKDUHVDWWKHSULFHRI %WDSLHFHRUDWRWDORI%WPLOOLRQWKHH[HUFLVHRIZDUUDQWV 3): IRUPLOOLRQVKDUHVDWWKHSULFHRI Bt1 apiece of a total of Bt73.93 million; the 2012 net profit of Bt202.72 million; the difference of financial adjustment ZRUWK%WPLOOLRQWKHLQFUHDVHLQLQYHVWPHQWE\QRQFRQWUROOLQJLQWHUHVWVLQVXEVLGLDULHVZRUWK%WPLOOLRQDQG DQLQFUHDVHRI%WPLOOLRQRIWKHHTXLW\RIVXEVLGLDULHVtQRQFRQWUROOLQJLQWHUHVWVPLQXV%WPLOOLRQGLYLGHQG payment.

 $VRI'HFHPEHU  7KHFRQVROLGDWHGVKDUHKROGHUVtHTXLW\DVRI'HFHPEHUWRWDOHG%WPLOOLRQDQLQFUHDVHRI%WPLOOLRQ IURPWKHDGMXVWHGVWDWHPHQWDVRI'HFHPEHURUDLQFUHDVH7KLVUHVXOWHGPDLQO\IURPWKHFRQYHUVLRQRI ZDUUDQWV 3): IRUPLOOLRQVKDUHVDWWKHSULFHRI%WDSLHFHRIDWRWDORI%WPLOOLRQWKHQHWSURILWRI %WPLOOLRQDQGDGGLWLRQDOLQYHVWPHQWRI%WPLOOLRQLQVXEVLGLDULHVE\QRQFRQWUROOLQJLQWHUHVWVPLQXVWKHGLYLGHQG SD\PHQWZRUWK%WPLOOLRQ

 $VRI'HFHPEHU  7KHVKDUHKROGHUVtHTXLW\DVRI'HFHPEHUVWRRGDW%WPLOOLRQULVLQJIURP%WPLOOLRQRUIURP HQGWKDQNVPDLQO\WRWKHQHWSURILWRI%WPLOOLRQLQWKH\HDUPLQXVQHWFRPSUHKHQVLYHORVVHVZRUWK%W million.

 6KDUHKROGHUVtHTXLW\VWUXFWXUH Unit: Million Baht 2012 2013 2014 3DLGXSFDSLWDO    6KDUHORVV    Retained earnings appropriated as legal reserve 241.60 241.60 260.60 Unappropriated retained earnings    5HYDOXDWLRQVXUSOXV GHILFLW IURPLQYHVWPHQWV    'LIIHUHQWLDORQVXEVLGLDULHV VKDUHVZDS    6KDUHORVVIURPDGMXVWPHQWLQVXEVLGLDULHV LQYHVWPHQW    Currency conversion differential 17.31   6KDUHKROGHUV HTXLW\RIQRQFRQWUROOLQJLQWHUHVWVLQVXEVLGLDULHV  17.29  &RQVROLGDWHGVKDUHKROGHUV HTXLW\ 8,630.64 8,646.39 9,010.33 181 ANNUAL REPORT 2014

 :DUUDQWV 3):  ,QDQXPEHURIZDUUDQWV 3): ZHUHH[HUFLVHGIRUVKDUHVDWWKHSULFHRI%WDSLHFH RUDWRWDORI%W7KHZDUUDQWVZHUHLVVXHGWRXQVHFXUHGFUHGLWRUV(DFKFDQEHH[HUFLVHGIRUVKDUHVDWWKHSULFH RI%WDSLHFH7KHH[HUFLVHLVVFKHGXOHGIRUWKHODVWGD\RIWKHVHFRQGDQGIRXUWKTXDUWHUVGXULQJWKH\HDUSHULRG VWDUWLQJIURPWKHIRXUWKTXDUWHURI7KHUHPDLQLQJZDUUDQWVZHUHH[SLUHGRQ1RYHPEHU

 :DUUDQWV 3):  ,Q-XO\WKH&RPSDQ\LVVXHGIUHHZDUUDQWV 3): WRH[LVWLQJVKDUHKROGHUVZKRVXEVFULEHGIRUFDSLWDOLQFUHDVH VKDUHVDWWKHUDWLRRIZDUUDQWIRUWZRQHZVKDUHV7RWDOZDUUDQWVZHUHLVVXHGZLWKWKHH[HUFLVHUDWLR DWWKHSULFHRI%WSHUVKDUH7KHZDUUDQWVFDQEHH[HUFLVHGRQWKHODVWGD\RIHYHU\TXDUWHUWKURXJKRXWWKH\HDU SHULRG'HWDLOVRIWKHH[HUFLVHVDUHDVIROORZV

Timing Exercised units Outstanding units 6HSWHPEHU 73,932,601 319,932,694 'HFHPEHU  319,932,694 March 2013   June 2013 100,132,200  6HSWHPEHU   'HFHPEHU   March 2014   June 2014   6HSWHPEHU 21,000  'HFHPEHU  

Appropriateness of capital structure  'HEWWRHTXLW\UDWLR The consolidated debt to equity ratio was on the rise in the past three years. At the end of 2012, the ratio was 2.03:1, EHIRUHULVLQJWRLQDQGLQ7KHLQFUHDVHVWHPPHGIURPWKHUHTXLUHPHQWIRUQHZIXQGVVXFKDV ORQJWHUPORDQVDQGGHEHQWXUHVWRILQDQFHODQGSXUFKDVHVREWDLQOHDVLQJULJKWVDQGGHYHORSSURMHFWV5HTXLULQJIXQGVZDV DOVRWKHKRWHOEXVLQHVVDFTXLUHGLQWKHIRXUWKTXDUWHURIDQGVKRSSLQJPDOOGHYHORSPHQWLQ 7KHUDWLRZDV adjusted after the adoption of the 12th accounting standard since 1 January 2013, leading to retroactive adjustments for a FRPSDULVRQSXUSRVH +RZHYHULQWKH&RPSDQ\DQGVXEVLGLDULHVUHSDLGSDUWLDOORQJWHUPORDQVZKLOHWKHHTXLW\ increased thanks to the annual net profits. The debt to equity ratio thus improved.

182 Analysis of liquidity and sufficiency of consolidated capital Property development requires a huge investment in the initial stage. Raising funds has been the Company and subsidiaries’ main focus in maintain and growing the Group’s business. Meanwhile, maintaining liquidity has been crucial in maintaining normal business operations. The overall analysis of cash flow on funding and investing activities as well as WKHDQDO\VLVRINH\OLTXLGLW\UDWLRVOLNHFXUUHQWUDWLRTXLFNUDWLRDQGGHEWPDWXULW\ZLOOUHIOHFWIXQGUDLVLQJDQGOLTXLGLW\ PDQDJHPHQWRIWKH&RPSDQ\DQGVXEVLGLDULHV,WZLOODOVRH[SODLQWKH&RPSDQ\DQGVXEVLGLDULHVtDELOLW\WRSD\DQGREOLJDWLRQV more clearly.

Analysis on fund-raising and investing activities 1) Financing activities 7KH&RPSDQ\DQGVXEVLGLDULHVUDLVHGSURMHFWGHYHORSPHQWIXQGVWKURXJK$ SURMHFWILQDQFLQJIURPILQDQFLDOLQVWLWXWLRQV % UDLVLQJIXQGVIURPWKHSXEOLFWKURXJKGHEHQWXUHV'XULQJWKH*URXSKDGH[WHQVLYHO\H[SDQGHGEXVLQHVVDQG consequently required a large sum of funds. In the period, focus was also placed on condominium development, of which construction period was longer than the development of single houses and townhouses. The Company thus had to issue debentures, aside from project financing. Project financing from financial institutions for property development normally carries a long term maturity and the borrowers are required to repay the loans accordingly to revenue realization or cash flow received from the projects. The Company’s debentures offered to the public are rated by rating agencies and financial advisors are appointed to provide advice on the types DQGFRQGLWLRQVDVZHOODVSUHSDUHWKHLQIRUPDWLRQRIWKHGHEHQWXUHVZKLFKZLOOEHILOHGIRUWKHDSSURYDOIURPWKH6HFXULWLHVDQG ([FKDQJH&RPPLVVLRQ7KHXQGHUZULWHUVDUHDSSRLQWHGWRVHOOWKHGHEHQWXUHVWRWKHSXEOLF&DVKUHYHQXHIURPGHYHORSPHQW projects would be used to redeem the debentures according to their maturities.

2) Investing activities The Company and subsidiaries have required an investment for property project development. This includes the investment on land plots and the construction of each project which will be booked in the financial statements as the development cost. As the construction works continue, the Company and subsidiaries will book the construction cost as WUDGHSD\DEOHV/RDQVIURPILQDQFLDOLQVWLWXWLRQVZLOOEHGUDZQWRFRYHUWKHFRQVWUXFWLRQFRVW$IWHUWKHFRPSOHWLRQWKH Company and subsidiaries will realize revenue and receive cash only after the complete units are transferred as well as UHDOL]HWKHVHOOLQJH[SHQVHVLQWKHVWDWHPHQWRIFRPSUHKHQVLYHLQFRPH7KHUHFHLYHGFDVKIURPKRXVHDQGFRQGRPLQLXP sales will then be used to repay the project financing loans and some are reserved to redeem mature debentures.

183 ANNUAL REPORT 2014

7KHIROORZLQJLVWKHGHWDLORIWKHIXQGUDLVLQJDQGLQYHVWLQJDFWLYLWLHV

Fund-raising Investing 1. Working capital like construction payments, w1RUPDOOLTXLGLW\PDQDJHPHQWE\WKH&RPSDQ\DQG deposits and advance payments from subsidiaries customers  6HHGHWDLOVLQ&DVKIORZIURPRSHUDWLQJDFWLYLWLHV  6HHGHWDLOVLQ&DVKIORZIURPRSHUDWLQJDFWLYLWLHV

2. Operating profit/received cash from property w5HSD\PHQWRISULQFLSDODQGLQWHUHVW projects  6HHGHWDLOVRIFDVKIRUORQJWHUPORDQUHSD\PHQWDQG  6HHGHWDLOVLQ&DVKIORZIURPRSHUDWLQJDFWLYLWLHV debenture redemption in Cash flow from financing DFWLYLWLHV

3.1 Proceeds from debenture isssuance w/DQGDFTXLVLWLRQIRUSURSHUW\GHYHORSPHQW  6HHGHWDLOVLQ&DVKIORZIURPILQDQFLQJDFWLYLWLHV  6HHGHWDLOVRIFDVKSD\PHQWIRUWKHODQGEDQN advance payment for the land and leasing rights in &DVKIORZIURPLQYHVWLQJDFWLYLWLHV w/LTXLGLW\PDQDJHPHQWLQWKHSHULRGRIH[WHQVLYH investment by the Company and subsidiaries  6HHGHWDLOVLQ&DVKIORZIURPRSHUDWLQJDFWLYLWLHV 3.2 Project finance from financial institutions w&RQVWUXFWLRQFRVWDQGRWKHUH[SHQVHVRQSURMHFW  6HHGHWDLOVLQ&DVKIORZIURPILQDQFLQJDFWLYLWLHV development  6HHGHWDLOVLQ&DVKIORZIURPRSHUDWLQJDFWLYLWLHV The development cost is booked in the statement of FRPSUHKHQVLYHLQFRPHRQFHVDOHUHYHQXHLVUHDOL]HG

184 Liquidity analysis 7KHFRQVROLGDWHGFXUUHQWUDWLRDWWKHHQGRIVWRRGDWDQGUHVSHFWLYHO\7KHUDWLRGHFOLQHG LQDVWKHDPRXQWRIGHEHQWXUHVPDWXULQJZLWKLQD\HDUSHULRGLQFUHDVHG7KHTXLFNUDWLRDWWKHHQGRIWKH\HDUVURVHIURP 0.16:1 in 2012 to 0.19:1 in 2013 and 0.21:1 in 2014, indicating the improvement in the Company and subsidiaries’ liquidity. However, the quick ratio below 1:1 reflected normal liquidity shortage witnessed by all property developments. Moreover, the ORDQUHSD\PHQWSHULRGRIWKH&RPSDQ\DQGVXEVLGLDULHVLPSURYHGLQWKHSDVWWKUHH\HDUVIURPGD\VDWWKHHQGRI WRGD\VLQDQGGD\VLQ7KHOHQJWKHQHGSHULRGVKRZHGWKHJUHDWHUIOH[LELOLW\WKH*URXSZLWQHVVHGLQ repaying debts to trade creditors. ,QWKHSDVWIHZ\HDUVWKH&RPSDQ\DQGVXEVLGLDULHVH[SHULHQFHGIDVWH[SDQVLRQGXHWRWKHLQYHVWPHQWLQVHYHUDOQHZ projects, as well as a greater focus in condominium development which requires a longer construction period. On concerns that the Group may suffer from liquidity shortage, there is a need to find new sources of working capital. To cope with the situation, the Group offered debentures with short and long maturities, sold assets to property funds and sold some land plots in the land bank. However, in the long run, once the development pace returns to normal, the Group plans to keep the project financing and debenture issuance in the appropriate ratio, taking into account relevant factors like the financial cost of each tool, market condition, DQGWKHIXQGUDLVLQJSHULRG Key current ratios are as follows; Accounting year as of 31 December 31 December 31 December Key current ratios Unit 2012 2013 2014 Current ratio [ 1.99 2.11  Quick ratio [ 0.16 0.19 0.21 Repayment period days  102.34 

Ability to repay loans To finance project development, the Group seeks project financing from financial institutions and issue bonds with the ULJKWUHSD\PHQWSHULRGV$VRI'HFHPEHUWKHFRQVROLGDWHGOLDELOLWLHVVWRRGDW%WPLOOLRQ2IWRWDO  SURPLVVRU\QRWHVZHUHYDOXHG%WPLOOLRQ ELOORIH[FKDQJH%WPLOOLRQ GHEHQWXUHVWRFRPHGXHZLWKLQD\HDU %WPLOOLRQ ORQJWHUPORDQVWRPDWXUHZLWKLQD\HDU%WPLOOLRQ UHPDLQLQJERQGV%WPLOOLRQDQG  UHPDLQLQJORQJWHUPORDQV%WPLOOLRQ 7KH*URXStVLQWHUHVWFRYHUDJHUDWLRGXULQJVWRRGDW[[DQG[UHVSHFWLYHO\7KHUDWLRHDVHG LQDQGGXHWRWKH*URXStVZHDNHUFDVKIORZIURPRSHUDWLQJDFWLYLWLHVDQGKLJKHULQWHUHVWH[SHQVHV7KH*URXStV FDVKEDVLVUDWLRVWRRGDW[[DQG[LQDQGUHVSHFWLYHO\7KHLQFUHDVHLQUHIOHFWHGWKH increase in the net profit.

185 ANNUAL REPORT 2014

Credit rating by TRIS Rating 75,65DWLQJ&RPSDQ\/LPLWHG 75,65DWLQJ DVVLJQHGWKHFRPSDQ\UDWLQJRIu%%vRQ'HFHPEHUUHIOHFWLQJ the Company’s higher financial leverage as well as rising operating costs in the property development and hotel businesses. The rating also took into account the cyclical and competitive nature of the property development industry, plus concerns over rising operating costs and the widespread labor shortage among contractors. +RZHYHUWKHKLJKOHYHUDJHZDVLQOLQHZLWKWKH*URXStVH[WHQVLYHEXVLQHVVH[SDQVLRQLQWKHSDVWIHZ\HDUV2QFHWKH SURMHFWVVWDUWWRJHQHUDWHUHYHQXHORQJWHUPORDQVZLOOEHUHSDLGDQGGHEHQWXUHVZLOOEHUHGHHPHG0RUHUHYHQXHZLOOEH booked and the shareholders’ equity would rise, which will eventually bring down the leverage. 75,65DWLQJDOVRSODFHGWKHFRPSDQ\DQGLVVXHUDWLQJRIWKH&RPSDQ\RQ&UHGLW$OHUWZLWKDuGHYHORSLQJvLPSOLFDWLRQ on 19 June 2014. The rating action followed the Company’s announcement on 16 June 2014 that it plans to acquire Thai 3URSHUW\ 73523 75,65DWLQJYLHZHGWKDWVXFKDFTXLVLWLRQZRXOGFKDQJHWKH&RPSDQ\tVFDSLWDOVWUXFWXUH7KHSRVW acquisition structure would depend on the type of funding used to finance the acquisition. It also viewed that other benefits from the acquisition are still uncertain and remain to be seen.

Analysis of consolidated cash flow 6WDWHPHQWVRIFDVKIORZEHWZHHQDQGZHUHDVIROORZV Consolidated financial statements 2012 2013 2014 (Unit: Million Baht) Cash flow from operating activities    Cash flow from investment activities   1,117.12 Cash flow from financing activities    /RZHUGLIIHUHQFHRQILQDQFLDOVWDWHPHQWWUDQVODWLRQ 7.70   1HWFDVKIORZLQFUHDVH GHFUHDVH (174.54) 274.96 1,255.31

 w &DVKIORZIURPRSHUDWLQJDFWLYLWLHV  ,QWKHFDVKIORZSRVLWLRQUHWXUQHGSRVLWLYHDW%WPLOOLRQSDUWO\GXHWRWKHSRVWIORRGUHFRYHU\:KLOH revenue increased, labor shortage resulted in a delay in construction which lowered cash payments as well as inventory. ,QWKHFRQVROLGDWHGFDVKIORZIURPRSHUDWLQJDFWLYLWLHVZHUHLQWKHQHJDWLYHWHUULWRU\DW%WPLOOLRQ GXHWRWKHODXQFKRIPRUHGHYHORSPHQWSURMHFWVDVZHOODVWKHFRQVWUXFWLRQRIPRUHFRQGRPLQLXPSURMHFWVDV well as the development of a shopping mall. Moreover, the company also purchased 64 houses from Property 3HUIHFW)XQGZRUWK%WPLOOLRQLQWKHILUVWTXDUWHURI7KHKRXVHVZLOOEHVROGODWHU In 2014, the consolidated cash flow from operating activities was minus Bt427.16 million. The main item was the SURPLVVRU\QRWHVIRUWKHSXUFKDVHRIODQGIURPWKH*URXSLQFUHDVHGE\%WPLOOLRQZKLOHLQWHUHVWH[SHQVHV WRSSHG%WPLOOLRQDQGSD\PHQWVWRWUDGHFUHGLWRUVUHDFKHG%WPLOOLRQ

186  w &DVKIORZIURPLQYHVWLQJDFWLYLWLHV  'XULQJWKH*URXStVFDVKIORZIURPLQYHVWLQJDFWLYLWLHVZDVPLQXV%WPLOOLRQDQG%W PLOOLRQUHVSHFWLYHO\DVWKHFRPSDQ\DFTXLUHGPRUHODQGSORWVIRUIXWXUHH[SDQVLRQRIWKH&RPSDQ\DQGVXEVLGLDULHV as well as the overseas investment. Here is the summary of the activities. In 2012, investing activities covered the advance payments for new land as well as leasing rights worth totally %WPLOOLRQQHWFDVKSD\PHQWVRQRYHUVHDVLQYHVWPHQWZRUWK%WPLOOLRQDQGSD\PHQWVIRUEXLOGLQJ DQGHTXLSPHQWZRUWK%WPLOOLRQ  ,QDGYDQFHSD\PHQWZDVPDGHIRUODQGSORWVDVZHOODVOHDVHULJKWVZRUWKWRWDOO\%WPLOOLRQ7KH FRPSDQ\DOVRSDLG%WPLOOLRQLQQHWFDVKIRUWKHLQYHVWPHQWLQDVXEVLGLDU\ WKHVWDNHLQ0DUHH\D6WXII 3XEOLF&RPSDQ\/LPLWHGZKLFKKROGVWKH\HDUOHDVHULJKWIRUDODQGSORWLQ6RL5DPLQWUD%DQJNRN  *XDUDQWHHOLQNHGGHSRVLWVURVHE\%WPLOOLRQDVZHOODVEXLOGLQJVDQGHTXLSPHQWURVHE\%WPLOOLRQ In 2014, the consolidated cash flow from investment activities returned to the positive territory, at Bt1,117.12 million, as the Company received Bt720.00 million from the sale of its investment in an associated company, .UXQJWKHS/DQGDQGHDUQHG%WPLOOLRQIURPWKHVDOHRIVRPHODQGSORWV

 w &DVKIORZIURPILQDQFLQJDFWLYLWLHV  &DVKIORZIURPILQDQFLQJDFWLYLWLHVLQ,QFDVKIORZIURPILQDQFLQJDFWLYLWLHVWRWDOHG%WPLOOLRQ FRYHULQJWKHQHWLQFUHDVHLQGHEHQWXUHVE\%WPLOOLRQQHWORDQLQFUHDVHE\%WPLOOLRQDQG%WPLOOLRQ FDSLWDOLQFUHDVH7KH&RPSDQ\DOVRHDUQHG%WPLOOLRQIURPWKHH[HUFLVHRIZDUUDQWV 3): LQWRPLOOLRQVKDUHV DWWKHSULFHRI%WDSLHFHDVZHOODV%WPLOOLRQIURPWKHH[HUFLVHRIZDUUDQWV 3): LQWRPLOOLRQVKDUHVDWWKH SULFHRI%WDSLHFH7KHQHWYDOXHRI%(VDQG31VGURSSHGE\%WPLOOLRQ'LYLGHQGSD\PHQWWRWDOHG %WPLOOLRQ

 ,QFDVKIORZIURPILQDQFLQJDFWLYLWLHVWRWDOHG%WPLOOLRQ%WPLOOLRQIURPWKHLVVXDQFHRIQHZ VKDUHVIRUWKHFRQYHUVLRQRIZDUUDQWV 3): %WPLOOLRQLQYHVWPHQWLQVXEVLGLDULHVE\QRQFRQWUROOLQJ LQWHUHVWV%WPLOOLRQQHWLQFUHDVHLQERUURZLQJ%WPLOOLRQLQQHWLQFUHDVHLQGHEHQWXUHV%W PLOOLRQQHWGHFUHDVHLQSURPLVVRU\QRWHVDQG%WPLOOLRQLQGLYLGHQGSD\PHQW

 ,QWKHFRQVROLGDWHGFDVKIORZIURPILQDQFLQJDFWLYLWLHVZDV%WPLOOLRQ,QWKH\HDUORQJWHUPORDQV ZRUWK%WPLOOLRQZHUHUHSDLGZKLOHLWUHFHLYHGQHWSURFHHGVRI%WPLOOLRQIURPWKHLVVXDQFHRI GHEHQWXUHV7KHQHWFDVKIORZIURPSURPLVVRU\QRWHVDQGELOORIH[FKDQJHDOVRLQFUHDVHGE\%WPLOOLRQ

187 ANNUAL REPORT 2014

Dividend payments since 2009 Dividend per share Total Accounting year (Baht) (Million Baht) Payment date 2009  196.90 27 May 2010 2010 0.33  27 May 2011 2011 0.04  0D\ 2012 0.033  23 May 2013 2013 Omission 20141/ 0.044  0D\ Note: %RDUGRI'LUHFWRUVtUHVROXWLRQRQ)HEUXDU\

Obligations and contingent liabilities $VRI'HFHPEHUWKH*URXStVIXWXUHREOLJDWLRQVDQGOLDELOLWLHVDUHDVIROORZV  w 2EOLJDWLRQVRQFDSLWDOH[SHQGLWXUH $ 7KH*URXSLVERXQGE\WKHREOLJDWLRQUHODWHGWRWKHDZDUGHGFRQVWUXFWLRQFRQWUDFWVIRUKRXVLQJDQGFRQGRPLQLXP projects worth Bt3,126.33 million. % 7KH*URXSLVFRPPLWWHGWREX\ODQGZRUWKDERXW%WPLOOLRQ & $VXEVLGLDU\LVFRPPLWWHGWRDODQGOHDVHIRUSURSHUW\GHYHORSPHQWZRUWKDSSUR[LPDWHO\%WPLOOLRQ ' $VXEVLGLDU\LVFRPPLWWHGWRDQDUFKLWHFWXUDOGHVLJQFRQWUDFWIRUDVKRSSLQJPDOORIILFHKRWHOSURMHFWDQGD SURMHFWDGYLVRU\IHHZRUWKDERXW%WPLOOLRQDQG%WPLOOLRQ\HQ

 w 2EOLJDWLRQVRQRSHUDWLQJDQGVHUYLFHOHDVHDJUHHPHQWV The Group has entered into operating and service lease agreements, relating the lease of condominium land, vehicles, DGYHUWLVLQJELOOERDUGVRIILFHDQGVHUYLFHV7KHDJUHHPHQWVODVWIURPWR\HDUV7KHDJUHHPHQWVDUHLUUHYRFDEOH and require minimum payments in the future. Payments due within 31 December 2014 31 December 2013 1 year %WPLOOLRQDQGPLOOLRQ\HQ %WPLOOLRQ \HDUV %WPLOOLRQDQGPLOOLRQ\HQ %WPLOOLRQ  'XULQJWKH*URXStVREOLJDWLRQVIRUWKHOHDVHDJUHHPHQWVDVVKRZQLQWKHILQDQFLDOVWDWHPHQWVZHUHYDOXHG at Bt417.20 million.

188  w 2EOLJDWLRQVRQVHUYLFHDJUHHPHQWV $  $VXEVLGLDU\VWUXFNDQDGYLVRU\FRQWUDFWZLWKDFRPSDQ\IRULWVSURSHUW\SURMHFW7KHFRQWUDFWSHULRGUXQV IURP2FWREHUWKURXJK'HFHPEHU,WUHTXLUHVWKHVXEVLGLDU\WRPDNHPRQWKO\SD\VDVVSHFLILHGLQ WKHFRQWUDFW,QWKHSD\PHQWZDV%WPLOOLRQ %  7KH&RPSDQ\DQGDVXEVLGLDU\VWUXFNILQDQFLDODGYLVRU\VHUYLFHFRQWUDFWVZLWKWZRFRPSDQLHVZKLFKDUH UHODWHGGDWHG0DUFKDQG-DQXDU\8QGHUWKHFRQWUDFWVWKH&RPSDQ\DQGWKHVXEVLGLDU\ must pay monthly fees as specified. In 2014, the payments were valued at Bt3.60 million. &  7KH&RPSDQ\KLUHGDILQDQFLDODGYLVRUIRUWKHDFTXLVLWLRQRI7KDL3URSHUW\DQG*UDQG$VVHW8QGHUWKH FRQWUDFWVLJQHGRQ$SULOWKH&RPSDQ\PXVWSD\WKHVHUYLFHIHHRQFHWKH6HFXULWLHVDQG([FKDQJH Commission approved the Company’s plan to issue and offer new shares.

 w 2WKHUORDQJXDUDQWHHV $  7KH&RPSDQ\tVFRPELQHGORDQJXDUDQWHHWRVXEVLGLDULHVZDVYDOXHGDW%WPLOOLRQ7KHVXEVLGLDULHV DUH(VWDWH3HUIHFW%WPLOOLRQ%ULJKW'HYHORSPHQW%DQJNRN%WPLOOLRQ5HVLGHQFH1XPEHU 1LQH%WPLOOLRQ&KLDQJ0DL'HYHORSPHQW%WPLOOLRQDQG:H5HWDLO%WPLOOLRQ7KH&RPSDQ\ is not required to take responsibility as the subsidiaries have not defaulted on loan repayments. %  %DQNJXDUDQWHHLVVXHGRQEHKDOIRIWKH&RPSDQ\DQGVXEVLGLDULHVIRUQRUPDOEXVLQHVVRSHUDWLRQVLVZRUWK Bt3,610.49 million. Of total, Bt610.49 million is used to guarantee infrastructure development and Bt3,000 million to back debentures.

 w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xUHQWVRFFXSDQF\ UDWHDQGGLVFRXQWUDWHXVHGWRFDOFXODWHWKHOLDELOLW\ZHUHDGMXVWHG7KHPDQDJHPHQWEHOLHYHGWKDWWKHQHZ assumptions are in line with the current situation. Additional liability of Bt24.03 million was booked as “loss from UHQWJXDUDQWHHvLQ+RZHYHULI8QLORIW6DOD\DtVDFWXDOUHYHQXHLQWKHIXWXUHGLIIHUVVLJQLILFDQWO\IURPWKH estimate, the Company may need to set aside additional provisions.

189 ANNUAL REPORT 2014

Analysis of performance and financial status Analysis of performance Overall performance 7KH&RPSDQ\UHJLVWHUHG%WPLOOLRQLQWRWDOUHYHQXHLQ%WPLOOLRQLQDQG%WPLOOLRQLQ 2014. The 2013 revenue declined from the previous year partly due to the policy to have subsidiaries handle business projects. )RUH[DPSOH%ULJKW'HYHORSPHQW%DQJNRNDZKROO\RZQHGVXEVLGLDU\LVDVVLJQHGWRGHYHORSDOOL&RQGRSURMHFWV(VWDWH3HUIHFW DQG5HVLGHQFH1XPEHU1LQHDOVRZKROO\RZQHGVXEVLGLDULHVDUHDVVLJQHGWRGHYHORSVLQJOHKRXVHDQGWRZQKRXVHSURMHFWV launched in 2013. 7KH&RPSDQ\tVJURVVSURILWPDUJLQIURPSURSHUW\GHYHORSPHQWEXVLQHVVVWRRGDW%WPLOOLRQ%WPLOOLRQ DQG%WPLOOLRQLQDQGUHVSHFWLYHO\RUDQGUHVSHFWLYHO\ 7KHQHWSURILW ORVV LQWKH\HDUVVWRRGDW%WPLOOLRQ %WPLOOLRQ DQG%WPLOOLRQUHVSHFWLYHO\LQGLFDWLQJ WKHQHWSURILW ORVV PDUJLQRI  DQGUHVSHFWLYHO\7KHQHWORVVLQZDVLQOLQHZLWKDGHFOLQHLQ UHYHQXHLQWKH\HDUGXHWRWKHEXVLQHVVH[SDQVLRQWKURXJKVXEVLGLDULHV Revenue 'XULQJWKH&RPSDQ\tVUHYHQXHFDPHPDLQO\IURPWKHSURSHUW\GHYHORSPHQWEXVLQHVVZKLFKLQYROYHGWKH sale of land and houses, condominium units and vacant land plots. Company financial statements 2012 2013 2014 Million Million Million % % % Baht Baht Baht Revenue from sales of land and houses     4,167.77 60.76 Revenue from sales of residential condominium   334.66 6.24 369.41  Revenue from sale of land for development  2.29    23.74 Revenue from hotel operations     694.07 10.12 2WKHULQFRPH 6,455.90 100.00 5,366.49 100.00 6,859.46 100.00

190 Revenue from property sales ,QWKH&RPSDQ\UHDSHG%WPLOOLRQIURPWKHVDOHVRIODQGDQGKRXVHV%WPLOOLRQIURPWKHVDOHV RIFRQGRPLQLXPXQLWVDQG%WPLOOLRQIURPWKHVDOHVRIYDFDQWODQGSORWV 'XHWRWKHSROLF\WRKDYHZKROO\RZQHGVXEVLGLDULHVKDQGOHQHZGHYHORSPHQWSURMHFWVDVZHOODVSROLWLFDOLQVWDELOLW\LQWKH IRXUWKTXDUWHURIWKH&RPSDQ\tVVDOHUHYHQXHIURPODQGDQGKRXVHVLQWKH\HDUGURSSHGE\%WPLOOLRQIURP WR%WPLOOLRQZKLOHFRQGRPLQLXPVDOHUHYHQXHDOVRGHFUHDVHGE\%WPLOOLRQWR%WPLOOLRQ+RZHYHUWKH &RPSDQ\HDUQHG%WPLOOLRQIURPVHOOLQJYDFDQWODQGSORWVZKLFKURVHE\%WPLOOLRQIURPRU In 2014, land and house sales generated Bt4,167.77 million in revenue, while the Company reaped Bt369.41 million IURPFRQGRPLQLXPVDOHDQG%WPLOOLRQIURPODQGVDOH7KHDPRXQWVDFFRXQWHGIRUDQGRI WRWDOUHYHQXHUHVSHFWLYHO\7KH&RPSDQ\tVUHYHQXHIURPSURSHUW\VDOHLQURVHE\%WPLOOLRQIURPZKLOH UHYHQXHIURPODQGDQGKRXVHVGURSSHGE\%WPLOOLRQFRQGRPLQLXPUHYHQXHURVHE\%WPLOOLRQDQGODQGVDOH rose by Bt1,303.34 million. Other revenue of the Company covered interest receivables and confiscated down payments. In the three years, the revenue WRWDOHG%WPLOOLRQ%WPLOOLRQDQG%WPLOOLRQUHVSHFWLYHO\ Development cost The Company’s development cost for property development business covers the selling cost of land and houses, condominiums and vacant land plots. The cost of houses and condominiums is booked accordingly to the average development FRVWSHUXQLWEDVHGRQWKHHVWLPDWHGGHYHORSPHQWFRVWDQGDFWXDOFRVW7KHGHYHORSPHQWFRVWLQWRWDOHG %WPLOOLRQ%WPLOOLRQDQG%WPLOOLRQUHVSHFWLYHO\ Non-consolidated 2012 2013 2014 Million Million Million % % % Baht Baht Baht 'HYHORSPHQWFRVWRIODQGDQGKRXVHV     2,710.76  'HYHORSPHQWFRVWRIFRQGRPLQLXPXQLWV   212.99    Cost of land 102.92 2.69 142.06 4.37   Total 3,829.79 100.00 3,251.76 100.00 4,058.07 100.00 ,QWKH&RPSDQ\UHJLVWHUHG%WPLOOLRQLQWKHGHYHORSPHQWFRVWRIODQGDQGKRXVHV%WPLOOLRQIRU FRQGRPLQLXPDQG%WPLOOLRQIRUYDFDQWODQGRU

191 ANNUAL REPORT 2014

,QOLQHZLWKGHFOLQLQJUHYHQXHLQWKHGHYHORSPHQWFRVWRIODQGDQGKRXVHVDOVRGURSSHGE\%WPLOOLRQIURP WR%WPLOOLRQ7KHFRVWRIFRQGRPLQLXPGURSSHGE\%WPLOOLRQRQ\HDUWR%WPLOOLRQ7KHFRVWRI ODQGKRZHYHULQFUHDVHGE\%WPLOOLRQWR%WPLOOLRQ7KHVHOOLQJFRVWUDWLRZDV ,QWKHGHYHORSPHQWFRVWWRWDOHG%WPLOOLRQ7KDWIRUODQGDQGKRXVHVUHDFKHG%WPLOOLRQRU FRQGRPLQLXP%WPLOOLRQRUDQGODQG%WPLOOLRQRU7KH&RPSDQ\tVGHYHORSPHQW FRVWDOVRURVHLQOLQHZLWKUHYHQXHULVLQJE\%WPLOOLRQIURPWKHSUHYLRXV\HDU7KHFRVWIRUODQGDQGKRXVHVGURSSHG by Bt204.09 million, that for condominium went up by Bt46.04 million, and that for land rose by Bt946.22 million.

Gross profit and gross profit margin 7KH&RPSDQ\tVJURVVLQFRPHVWRRGDW%WPLOOLRQLQ%WPLOOLRQLQDQG%WPLOOLRQ LQJHQHUDWLQJJURVVSURILWPDUJLQRIDQGUHVSHFWLYHO\$GURSLQJURVVSURILWDQGJURVVSURILW PDUJLQLQDQGZDVLQOLQHZLWKWKHLQFUHDVHLQVHOOLQJH[SHQVHV Non-consolidated 2012 2013 2014 Million Million Million % % % Baht Baht Baht Profit from land and house sale      34.96 Profit from condominium sale 222.74   36.36 110.39  Profit from land sale 44.94 30.39    33.16 Total 2,401.45 38.54 1,815.15 35.82 2,107.32 34.18

Sale and administrative expenses 7KH&RPSDQ\tVVHOOLQJH[SHQVHVVWRRGDW%WPLOOLRQLQ%WPLOOLRQLQDQG%WPLOOLRQLQ accounting for 10.76%, 11.74% and 9.60% of total revenue, respectively. 7KHDGPLQLVWUDWLYHH[SHQVHVLQWKH\HDUVWRWDOHG%WPLOOLRQ%WPLOOLRQDQG%WPLOOLRQRU DQGRIWRWDOUHYHQXHUHVSHFWLYHO\7KHLQFUHDVHLQZDVDWWULEXWDEOHWRDQLQFUHDVHLQVDODU\ZDJH DQGRWKHUEHQHILWVRIHPSOR\HHVXQGHUWKHSODQWRVWUHQJWKHQKXPDQUHVRXUFHVIRUIXWXUHH[SDQVLRQ Non-consolidated 2012 2013 2014 Million % of Million % of Million % of Baht revenue Baht revenue Baht revenue 6DOHH[SHQVHV 694.77 10.76 630.00 11.74  9.60 $GPLQLVWUDWLYHH[SHQVHV  14.70   1,010.47 14.73 6DOHDQGDGPLQLVWUDWLYHH[SHQVHV 1,643.54 25.46 1,608.87 29.98 1,668.83 24.33

192 Other expenses  w /RVVIURPPLQLPXPUHYHQXHJXDUDQWHHDQGUHQWJXDUDQWHH  2Q)HEUXDU\WKH&RPSDQ\HQWHUHGLQWRDFRQWUDFWZLWK3URSHUW\3HUIHFW)XQGJXDUDQWHHLQJWKHPLQLPXP UHYHQXHIRUWKHIXQG IURPUHQWVDQGVHUYLFHVEHIRUHH[SHQVHV DW%WPLOOLRQSHU\HDUIRU\HDUVRUXQWLO 'HFHPEHU,QWKHORVVRI%WPLOOLRQZDVERRNHG

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guarantee.

In 2014, the Company reviewed the liability from the rent guarantee, based on the revised assumptions of monthly rents, occupancy rate and discounted rate. Additional provisions of Bt24.03 million were set aside.

 w )LQDQFLDOH[SHQVHV  7KH&RPSDQ\tVILQDQFLDOH[SHQVHVWRWDOHG%WPLOOLRQLQ%WPLOOLRQLQDQG%WPLOOLRQ LQ7KHH[SHQVHVLQFUHDVHGDVWKHFRPSDQ\REWDLQHGDGGLWLRQDOORDQVWRVXSSRUWQHZSURMHFWGHYHORSPHQW

Earnings before interest, tax, depreciation, amortization (EBITDA) and net profit 7KH&RPSDQ\tVHDUQLQJVEHIRUHLQWHUHVWWD[GHSUHFLDWLRQDPRUWL]DWLRQ (%,7'$ DQGWRWDOHG%WPLOOLRQLQ %WPLOOLRQLQDQG%WPLOOLRQLQJHQHUDWLQJ(%,7'$PDUJLQRIDQG respectively. ,QWKH\HDUVWKHQHWSURILW ORVV VWRRGDW%WPLOOLRQ %WPLOOLRQ DQG%WPLOOLRQJHQHUDWLQJWKHQHW SURILWPDUJLQRI  DQGUHVSHFWLYHO\7KHQHWORVVLQUHVXOWHGIURPDGHFUHDVHLQJURVVSURILWPDUJLQ IURPQHZSURMHFWVDVZHOODVDQLQFUHDVHWKHDGPLQLVWUDWLYHDQGILQDQFLDOH[SHQVHV

193 ANNUAL REPORT 2014

Analysis of financial position Financial position (Unit: Million Baht) Assets Liabilities Shareholders’ equity $VRI'HFHPEHU 5HYLVHG  21,733.93 13,692.19  $VRI'HFHPEHU 24,496.16   $VRI'HFHPEHU 27,190.29  

Assets 7KH&RPSDQ\tVWRWDODVVHWVDWWKHHQGRIVWRRGDW%WPLOOLRQ%WPLOOLRQDWHQGDQG %WPLOOLRQDWHQG7RWDODVVHWVLQLQFUHDVHGE\%WPLOOLRQIURPRUGXHWRWKH ODXQFKRIQHZSURMHFWVLQOLQHZLWKULVLQJGHPDQGIRUORZULVHDQGKLJKULVHSURMHFWVDQLQFUHDVHLQLQYHVWPHQWLQVXEVLGLDULHV OLNH:H5HWDLO8 ,&RQVWUXFWLRQ%DQJNRN&KLDQJ0DL'HYHORSPHQWDQG8QLORIW6HUYLFH 7KDLODQG WKHLQYHVWPHQWLQDKRWHO in Japan; as well as lending to connected entities. $VRI'HFHPEHUWKHWRWDODVVHWVVWRRGDW%WPLOOLRQVKRZLQJDQLQFUHDVHE\%WPLOOLRQRU IURPHQG7KHLQFUHDVHZDVDWWULEXWDEOHWRKLJKHUFDVKDQGFDVKHTXLYDOHQWVKLJKHUGHYHORSPHQWFRVWDQG SURPLVVRU\QRWHVLVVXHGE\DODQGEX\HU%\YDOXHDWHQGWKHDVVHWVFRQVLVWHGRIGHYHORSPHQWFRVW%W PLOOLRQRULQYHVWPHQWLQVXEVLGLDULHV%WPLOOLRQRUOHQGLQJWRFRQQHFWHGSDUWLHV%WPLOOLRQ 14.33%; land bank, Bt3,444.79 million, and advance payment for land purchases, Bt370.06 million, which together constituted FDVKDQGFDVKHTXLYDOHQWV%WPLOOLRQDQGUHFHLYDEOHVRQODQGVDOH SURPLVVRU\QRWHVxODQG  %WPLOOLRQRU

Property development cost The development cost of ongoing projects is booked as the development cost in the financial statements. It will be UHDOL]HGDVWKHVHOOLQJH[SHQVHVLQWKHVWDWHPHQWRIFRPSUHKHQVLYHLQFRPHDIWHUSURSHUW\WUDQVIHUVWREX\HUV 7KH&RPSDQ\tVGHYHORSPHQWFRVWLQVWRRGDW%WPLOOLRQLQ%WPLOOLRQLQDQG%W PLOOLRQLQ7KHFRVWLQURVHE\%WPLOOLRQIURPZKLOHLQLWLQFUHDVHGE\%WPLOOLRQIURP WKHSUHYLRXV\HDU7KHGHYHORSPHQWFRVWWRDVVHWVUDWLRLQWKH\HDUVZDVDQGUHVSHFWLYHO\ Details of projects are included in assets for business operation:, assets for sale.

194 Land for development /DQGUHVHUYHGIRUSURSHUW\GHYHORSPHQWFRQVLVWHGRIWKHFRVWRIODQGWKHGHYHORSPHQWFRVWRIODQGWKHFRQVWUXFWLRQ cost, and interest minus land transferred for debt restructuring or debt repayment under the debt rehabilitation plan as well as the provisions on possible depreciation. 7KHFRPSDQ\tVODQGIRUGHYHORSPHQWZDVYDOXHGDW%WPLOOLRQDWWKHHQGRI%WPLOOLRQLQ DQG%WPLOOLRQLQ7KHYDOXHGHFUHDVHGRQ\HDUE\%WPLOOLRQZKLOHLQWKHYDOXHIXUWKHU GHFUHDVHGE\%WPLOOLRQ7KHYDOXHDFFRXQWHGIRUDQGRIWRWDODVVHWVUHVSHFWLYHO\7KH YDOXHIHOOLQPDLQO\EHFDXVHWKH&RPSDQ\WUDQVIHUUHGWKHERRNLQJRIODQGZRUWK%WPLOOLRQWRWKHGHYHORSPHQW cost. The Company considers booking land as the development cost when the development process on the land starts, such as through land clearing or project layout. $VRI'HFHPEHUWKHQHWODQGIRUGHYHORSPHQWYDOXHGHFUHDVHGE\%WPLOOLRQIURPHQGEHFDXVH VRPHODQGSORWVZHUHVROGRQ6HSWHPEHU7KHRZQHUVKLSZDVWUDQVIHUUHGDQGWKH&RPSDQ\UHFHLYHGWKHSD\PHQW ZRUWK%WPLOOLRQRQWRSRISURPLVVRU\QRWHVZRUWK%WPLOOLRQ7KHSURPLVVRU\QRWHVZRUWK%WPLOOLRQHDFK DUHJXDUDQWHHGE\DFRPPHUFLDOEDQN7KH\ZLOOFRPHGXHLQ'HFHPEHU7KHDPRXQWUHFHLYHGZDVERRNHGDVSDUW RIQRQFXUUHQWOLDELOLWLHV SURPLVVRU\QRWHVGHEWRUVxODQG 7KHSURPLVVRU\QRWHVEDFNDEDQNJXDUDQWHHLVVXHGWRJXDUDQWHH the Company’s debentures. Details of land for development is included in assets for business operationsL land for development.

Advance payment for land Advance payment for land covers the deposits the Company paid to land owners or agents responsible in accumulating land. Once the land ownership is transferred, the payment will be booked as the development cost or the land for development. 7KHDGYDQFHSD\PHQWVWRRGDW%WPLOOLRQDWWKHHQGRI%WPLOOLRQLQDQG%WPLOOLRQLQ 7KHDPRXQWVKRZHGDQLQFUHDVHE\%WPLOOLRQIURPWKHSUHYLRXV\HDUZKLOHLQLWGURSSHGE\%WPLOOLRQ on year. The advance payment accounted for 1.20%, 1.99% and 1.36% of total revenue in the years, respectively. $GYDQFHSD\PHQWDVRI'HFHPEHULVDVIROORZV  $GYDQFHSD\PHQWVWRVHYHUDOODQGRZQHUVXQGHUWKHVHOOSXUFKDVHDJUHHPHQWVVWUXFNE\WKH&RPSDQ\RUODQG accumulating agents, worth Bt260.72 million.  $GYDQFHSD\PHQWWRODQGDFFXPXODWLQJDJHQWVEHIRUHWKHVHOOSXUFKDVHDJUHHPHQWVDUHVLJQHGZLWKODQGRZQHUV worth Bt109.34 million.

195 ANNUAL REPORT 2014

Investment in subsidiaries 7KH&RPSDQ\tVLQYHVWPHQWLQVXEVLGLDULHVWRWDO%WPLOOLRQDWWKHHQGRI%WPLOOLRQLQDQG %WPLOOLRQLQ,QLWLQFUHDVHGE\%WPLOOLRQIURPWKHSUHYLRXV\HDUDQGLQLWURVHE\%W PLOOLRQRQ\HDU7KHDPRXQWVDFFRXQWHGIRUDQGRIWRWDODVVHWVLQWKH\HDUVUHVSHFWLYHO\ 7KHLQYHVWPHQWLQFUHDVHGLQGXHWRWKH&RPSDQ\tVSXUFKDVHRIFRPPRQVKDUHVDQGFDSLWDOLQFUHDVHVKDUHVRI :H5HWDLOZRUWK%WPLOOLRQDQGWKHLQFUHDVHLQ8 ,&RQVWUXFWLRQ%DQJNRNtVSDLGXSFDSLWDOE\%WPLOOLRQ,Q WKH&RPSDQ\HVWDEOLVKHG&KLDQJ0DL&RQVWUXFWLRQUHJLVWHUHGZLWKSDLGXSFDSLWDORI%WPLOOLRQDQGLQYHVWHG%W PLOOLRQLQ0DUL\D6WXIIODWHUUHQDPHGWR5DP,QWUD0DOO 7KH&RPSDQ\DOVRLQYHVWHGDGGLWLRQDO%WPLOOLRQLQFDSLWDO LQFUHDVHVKDUHVRI:H5HWDLODQG%WPLOOLRQLQ8QLORIWtVFDSLWDOLQFUHDVHVKDUHV,QWKH&RPSDQ\LQYHVWHG%W PLOOLRQLQFDSLWDOLQFUHDVHVKDUHVRI3HUIHFW6SRUW&OXE

Loans to connected entities /RDQVWRFRQQHFWHGHQWLWLHVZHUHYDOXHGDW%WPLOOLRQDWWKHHQGRI%WPLOOLRQLQDQG%W PLOOLRQLQ,QWKHDPRXQWLQFUHDVHGE\%WPLOOLRQIURPZKLOHWKHDPRXQWURVHE\%WPLOOLRQ IURPWKHSUHYLRXV\HDU7KHDPRXQWVDFFRXQWHGIRUDQGRIWRWDODVVHWVLQWKH\HDUVUHVSHFWLYHO\ The following is outstanding loans to connected entities. Outstanding loans As of 31 As of 31 As of 31 (Unit: Million Baht) December 2012 December 2013 December 2014 Estate Perfect  410.26 246.20 %ULJKW'HYHORSPHQW%DQJNRN 1,206.71 1,712.61  5HVLGHQFH1XPEHU1LQH 144.42   U&I Construction Bangkok 100.00 Perfect Prefab 40.00 60.00 60.00 We Retail 30.00 411.09 774.99 Property Perfect International 737.67  1,013.17 &KLDQJ0DL'HYHORSPHQW   17.33 Total 3,260.37 3,456.30 3,895.25

196 Land debtor (promissory notes – land)

$WWKHHQGRIWKHXQSDLGYDOXHRIODQGVROGWRRWKHUSDUWLHVVWRRGDW%WPLOOLRQEHIRUHULVLQJWR%W PLOOLRQLQDQG%WPLOOLRQLQ7KHDPRXQWLQURVHE\%WPLOOLRQIURPZKLOHWKHDPRXQW VKRZHGDQLQFUHDVHE\%WPLOOLRQIURPWKHSUHYLRXV\HDU7KHODQGGHEWWRDVVHWUDWLRGXULQJWKH\HDUVVWRRGDW DQGUHVSHFWLYHO\7KHDPRXQWURVHDVWKH&RPSDQ\DQGVXEVLGLDULHVVROGODQGSORWV $VRI'HFHPEHUODQGGHEWLVDVIROORZV   3URPLVVRU\QRWHxODQGZRUWK%WPLOOLRQ'XULQJWKH&RPSDQ\VROGODQGWRDSDUW\DQGZDVSDLG %WPLOOLRQ,Q)HEUXDU\WKHUHPDLQLQJDPRXQWZDVIXOO\SDLG   3URPLVVRU\QRWHxODQGZRUWK%WPLOOLRQ7KHQRWHVDUHYDOXHGDW%WPLOOLRQRQWKHERRNGXHWRD GLVFRXQWEDVHGRQWKHDYHUDJHERUURZLQJFRVWRIWKH&RPSDQ\VXEVLGLDULHVDQGWKHGHEWRUWRUHIOHFWWKHH[SHFWHG value upon the unrealized interest income.

Investment in associated companies

,QYHVWPHQWLQDVVRFLDWHGFRPSDQLHVE\WKH&RPSDQ\DQGVXEVLGLDULHVZDVWKHKROGLQJLQ.UXQJWKHS/DQGD SURSHUW\GHYHORSPHQWFRPSDQ\7KH%RDUGRI'LUHFWRUVDWWKH1RYHPEHUPHHWLQJUHVROYHGWRVHOOWKHVWDNHWR*ROGHQ /DQG3URSHUW\'HYHORSPHQW7KHVWDNHZDVVROGWR*ROGHQ/DQGRQ'HFHPEHU7KHFDSLWDOJDLQZRUWK%WPLOOLRQ was booked. At the end of 2012 and 2013, the value of investment in associated companies under the equity method was valued at Bt360.00 million, which accounted for 1.66% and 1.47% of total assets in the years, respectively.

Cash and cash equivalents

&DVKDQGFDVKHTXLYDOHQWVVWRRGDW%WPLOOLRQDWWKHHQGRI%WPLOOLRQLQDQG%WPLOOLRQ LQ&DVKDQGFDVKHTXLYDOHQWVLQURVHE\%WPLOOLRQIURP,QLWURVHE\%WPLOOLRQIURP WKHSUHYLRXV\HDUWKDQNVWRFDVKIORZIURPLQYHVWLQJDFWLYLWLHV&DVKDQGFDVKHTXLYDOHQWVLQWKH\HDUVDFFRXQWHGIRU 3.27% and 7.64% of total assets, respectively. Details of changes in cash and cash equivalents are in Item 16.3.4: Analysis of the Company’s cash flow.

197 ANNUAL REPORT 2014

Land, building and equipment  /DQGEXLOGLQJDQGHTXLSPHQWRIWKH&RPSDQ\ZDVYDOXHGDW%WPLOOLRQDWWKHHQGRI%WPLOOLRQLQ DQG%WPLOOLRQLQ7KHYDOXHLQGURSSHGE\%WPLOOLRQIURP,QLWGURSSHGE\ Bt26.12 million from the previous year. The value accounted for 1.14%, 0.91% and 0.72% of total assets in the years, respectively.

Trade receivables and other debtors  w 3URSHUW\GHYHORSPHQW The Company realizes the revenue from the sale of houses, condominium units and land after property transfers to EX\HUV7KHGRZQSD\PHQWRULQVWDOPHQWVDUHERRNHGDVOLDELOLWLHV GRZQSD\PHQWVDQGDGYDQFHSD\PHQWV &XVWRPHUV who have been transferred the property but have not yet paid in full would be booked in the trade receivables item. At the end of 2012, trade receivables in property development business stood at Bt22.31 million, before falling to %WPLOOLRQLQDQG%WPLOOLRQLQ3URYLVLRQVZHUHVHWDVLGHEDVHGRQWKHDELOLW\WRSD\RILQGLYLGXDO FXVWRPHUV7KH&RPSDQ\DQGVXEVLGLDULHVKDYHPDGHFRQWLQXHGHIIRUWVLQUHWULHYLQJWKHSD\PHQWV6RPHFDVHVDUH in court. The Company and subsidiaries believed the provisions are sufficient for the current situation.

 w 2WKHUGHEWRUV  2WKHUGHEWRUVDWWKHHQGRIZHUHYDOXHGDW%WPLOOLRQEHIRUHULVLQJWR%WPLOOLRQLQDQG%W million in 2014.

Liabilities 7KH&RPSDQ\tVWRWDOOLDELOLWLHVVWRRGDW%WPLOOLRQDWWKHHQGRI%WPLOOLRQLQDQG %WPLOOLRQLQ/LDELOLWLHVLQURVHE\%WPLOOLRQIURPRU,QWKHDPRXQWURVH E\%WPLOOLRQRU7KHOLDELOLWLHVWRDVVHWVUDWLRDWWKHHQGRIWKH\HDUVZDVDQG UHVSHFWLYHO\7KHOLDELOLWLHVVWUXFWXUHDVRI'HFHPEHUFRQWDLQHGWKHIROORZLQJNH\FKDQJHV  ,QFUHDVHGXHWRWKHLVVXDQFHRIGHEHQWXUHVZRUWK%WPLOOLRQWKHLVVXDQFHRIELOORIH[FKDQJHZRUWK %WPLOOLRQWKHLVVXDQFHRISURPLVVRU\QRWHVZRUWK%WPLOOLRQDQGDQLQFUHDVHLQWUDGHSD\DEOHVDQG other creditors worth Bt116.36 million.  'HFUHDVHGXHWRDORQJWHUPORDQZRUWK%WPLOOLRQ

198 Non-consolidated % of % of % of Unit: Million Baht 2012 liabilities 2013 liabilities 2014 liabilities 'HEHQWXUHV       /RQJWHUPORDQV 2,713.99   22.47  13.34 Trade payables and other creditors 746.63     6.60 Promissory notes 333.42 2.44  1.13  2.00 %LOORIH[FKDQJH     636.24  'HSRVLWDQGDGYDQFHSD\PHQWVIURP customers  0.36     Other current liabilities    0.76 302.31  2WKHUQRQFXUUHQWOLDELOLWLHV  0.61  0.76   7RWDOOLDELOLWLHV 13,692.19 100.00 16,653.68 100.00 18,984.29 100.00 Debentures 7KH&RPSDQ\tVGHEHQWXUHVZHUHYDOXHGDW%WPLOOLRQDWWKHHQGRI%WPLOOLRQLQDQG %WPLOOLRQLQ,QWKHYDOXHLQFUHDVHGE\%WPLOOLRQIURP,QWKHYDOXHLQFUHDVHG E\%WPLOOLRQIURP'HEHQWXUHVDFFRXQWHGIRUDQGRIWRWDOOLDELOLWLHVLQWKH\HDUV respectively. Details of debentures are in Item 16.2.2: Analysis of consolidated financial position (Debentures). Long-term loans 7KH&RPSDQ\tVORQJWHUPORDQVVWRRGDW%WPLOOLRQDWWKHHQGRI%WPLOOLRQLQDQG%W PLOOLRQLQ7KHYDOXHLQLQFUHDVHGE\%WPLOOLRQIURPZKLOHLQWKHYDOXHGHFUHDVHGE\%W PLOOLRQIURP7KHORQJWHUPORDQVWROLDELOLWLHVUDWLRLQWKHWKUHH\HDUVZDVDQGUHVSHFWLYHO\ Most of the loans were used to finance property development.

Non-consolidated 31 31 31 December % of December % of December Unit: Million Baht 2012 liabilities 2013 liabilities 2014 % of liabilities /RQJWHUPORDQV 2,713.99 12.49    9.32 Minus loans with maturity of less than 1 year       1.40 1HWORQJWHUPORDQV 2,345.87 10.79 3,411.25 13.93 2,151.49 7.91

199 ANNUAL REPORT 2014

Trade payables and other creditors 7KH&RPSDQ\tVWUDGHSD\DEOHVDQGRWKHUFUHGLWRUVVWRRGDW%WPLOOLRQDWWKHHQGRI%WPLOOLRQ LQDQG%WPLOOLRQLQ7KHYDOXHLQLQFUHDVHGE\%WPLOOLRQIURPDQGLQWKHYDOXH LQFUHDVHGE\%WPLOOLRQIURP7KHYDOXHRIWUDGHSD\DEOHVDQGRWKHUGHEWRUVDFFRXQWHGIRUDQG RIOLDELOLWLHVGXULQJUHVSHFWLYHO\ Promissory notes 7KH&RPSDQ\tVSURPLVVRU\QRWHVZHUHYDOXHGDW%WPLOOLRQDWWKHHQGRI%WPLOOLRQLQDQG %WPLOOLRQLQ7KHSURPLVVRU\QRWHVLQWKH\HDUVDFFRXQWHGIRUDQGRIWRWDOOLDELOLWLHV respectively. Bills of exchange 7KH&RPSDQ\GLGQRWKDYHDQ\ELOORIH[FKDQJHGXULQJ7KHELOORIH[FKDQJHZDVYDOXHGDW%WPLOOLRQ DWWKHHQGRIRURIOLDELOLWLHV Shareholders’ equity 7KHVKDUHKROGHUVtHTXLW\VWRRGDW%WPLOOLRQDWWKHHQGRI%WPLOOLRQLQDQG%W PLOOLRQLQ,QWKHHTXLW\GURSSHGE\%WPLOOLRQRU,QWKHHTXLW\LQFUHDVHGE\%WPLOOLRQRU 7KHHTXLW\WROLDELOLWLHVUDWLRGXULQJWKH\HDUVVWRRGDWDQGUHVSHFWLYHO\ Changes in the shareholders’ equity in the years are as follows; As of 31 December 2012 (revised) 7KHVKDUHKROGHUVtHTXLW\DVRI'HFHPEHUVWRRGDW%WPLOOLRQFKDQJLQJPDLQO\E\WKH%WPLOOLRQ FDSLWDOLQFUHDVHWKHH[HUFLVHRIZDUUDQWV 3): LQWRPLOOLRQVKDUHVDW%WDSLHFHRUDWRWDORI%WPLOOLRQ WKHH[HUFLVHRIZDUUDQWV 3): LQWRPLOOLRQVKDUHVDW%WDSLHFHRIDWRWDORI%WPLOOLRQDQGWKHQHWSURILWRI %WPLOOLRQPLQXVGLYLGHQGSD\PHQWRI%WPLOOLRQ As of 31 December 2013 7KHVKDUHKROGHUVtHTXLW\DVRI'HFHPEHUVWRRGDW%WPLOOLRQGURSSLQJE\%WPLOOLRQRU IURPWKHUHYLVHGILJXUHVLQ7KHDPRXQWGHFUHDVHGPDLQO\GXHWRWKHH[HUFLVHRIZDUUDQWV 3): WRPLOOLRQ VKDUHVDW%WDSLHFHRUDWRWDORI%WPLOOLRQWKHQHWORVVRI%WPLOOLRQPLQXVGLYLGHQGSD\PHQWZRUWK%W million. As of 31 December 2014 7KHVKDUHKROGHUVtHTXLW\DVRI'HFHPEHUVWRRGDW%WPLOOLRQDQLQFUHDVHE\%WPLOOLRQRU IURPHQG7KHLQFUHDVHZDVGXHPDLQO\WRWKHQHWSURILWRI%WPLOOLRQ

200 Shareholders’ equity structure Unit: Million Baht 2012 2013 2014 3DLGXSFDSLWDO    6KDUHORVV    /HJDOUHVHUYHVRIUHWDLQHGHDUQLQJV 241.60 241.60 260.60 Unappropriated retained earnings   2,241.93 Other elements    6KDUHKROGHUVtHTXLW\ 8,041.74 7,842.48 8,206.00 Details of warrants are included in Item 16.2.2: Analysis of consolidated financial position: warrants (PF-W2) and (PF- W3)

Analysis of liquidity and capital sufficiency 'XHWRWKHFDSLWDOLQWHQVLYHQDWXUHRIWKHSURSHUW\GHYHORSPHQWEXVLQHVVWKH&RPSDQ\KDVILUPO\IRFXVHGRQOLTXLGLW\ management, through cash inflow and outflow forecasts. The forecasts allow the Company to appropriately outline the ILQDQFLDODQGIXQGUDLVLQJSODQV)RUH[DPSOHZHFDQVHHNSURMHFWILQDQFHRULVVXHERQGVWRPDWFKWKHLQYHVWPHQWSODQVDW a certain period of time. Moreover, the Company stays prepared on working capital, to ensure sufficient liquidity. See additional details in Item 16.2.3.1: Analysis on fund-raising and investment, which is part of the analysis of the consolidated performance and financial position.

201 ANNUAL REPORT 2014

Analysis of liquidity ratio 7KH&RPSDQ\tVOLTXLGLW\UDWLRDWWKHHQGRIVWRRGDW[[DQG[UHVSHFWLYHO\7KHUDWLRGURSSHG in 2014 as the amount of debentures maturing within one year increased. However, the quick ratio and repayment period WHQGHGWRLPSURYHG7KHTXLFNUDWLRLPSURYHGIURP[LQWR[LQDQG[LQ7KHUHSD\PHQWSHULRG DOVRLQFUHDVHGIURPGD\VWRGD\VDQGGD\VUHVSHFWLYHO\ Key liquidity ratio is as follows; Accounting year Key liquidity ratio Unit 31 December 2012 31 December 2013 31 December 2014 /LTXLGLW\UDWLR [ 1.30 1.64 1.19 Quick ratio [ 0.10 0.14 0.19 Repayment period days 62.79  

Ability to repay and contingency liabilities $VRI'HFHPEHUWKH&RPSDQ\tVOLDELOLWLHVVWRRGDW%WPLOOLRQFRQVLVWLQJRI SURPLVVRU\QRWHV %WPLOOLRQ ELOORIH[FKDQJH%WPLOOLRQ GHEHQWXUHVWRPDWXUHZLWKLQD\HDU%WPLOOLRQ ORQJWHUP ORDQVWRPDWXUHZLWKLQD\HDU%WPLOOLRQ UHPDLQLQJGHEHQWXUHV%WPLOOLRQDQG UHPDLQLQJORQJWHUPORDQV %WPLOOLRQ 7KH&RPSDQ\tVLQWHUHVWFRYHUDJHUDWLRGXULQJVWRRGDW[ [ DQG [ UHVSHFWLYHO\7KHOHYHUDJH UDWLRLQWKH\HDUVZDV[[DQG[UHVSHFWLYHO\ See more details in Item 16.2.3.3: Ability to repay, part of the analysis on consolidated performance and financial position

Analysis on cash flow &DVKIORZGXULQJ Non-consolidated (Unit: Million Baht) 2012 2013 2014 Cash flow from operating activities    Cash flow from investment activities   1,093.19 Cash flow from financing activities  2,412.23  'LIIHUHQWLDOIURPGRZQZDUGUHYLVLRQLQILQDQFLDOVWDWHPHQWV    1HWLQFUHDVH GHFUHDVH LQFDVKIORZ (304.08) 254.13 1,276.75

202  w &DVKIORZIURPRSHUDWLQJDFWLYLWLHV  'XULQJWKH&RPSDQ\ODXQFKHGVHYHUDOVLQJOHKRXVHSURMHFWV,QWKHFDVKIORZIURPRSHUDWLQJDFWLYLWLHV LQFUHDVHGWR%WPLOOLRQGXHWRWKHPDUNHWUHFRYHU\IURPWKHVOXPSIROORZLQJWKHJUHDWIORRGVLQ0HDQZKLOH labor shortage hurt the construction works, pressuring the cash flow from operating activities and inventory. In 2013, WKH&RPSDQ\UHJLVWHUHGQHJDWLYHFDVKIORZIURPRSHUDWLQJDFWLYLWLHVZRUWK%WPLOOLRQGXHWRWKHUHSXUFKDVHRI KRXVHVIRUUHVDOHSXUSRVHIURP3URSHUW\3HUIHFW)XQGZRUWK%WPLOOLRQLQWKHILUVWTXDUWHU3ROLWLFDOLQVWDELOLW\ in the fourth quarter also delayed ownership transfers. In 2014, the Company also registered negative cash flow from operating activities of Bt1,911.23 million, as SURPLVVRU\QRWHLVVXHUVVHWWOHGODQGGHEWZRUWK%WPLOOLRQDQGWKHLQWHUHVWH[SHQVHRI%WPLOOLRQZHUH paid.

 w &DVKIORZIURPLQYHVWLQJDFWLYLWLHV  'XULQJFDVKIORZIURPLQYHVWLQJDFWLYLWLHVVWRRGDW %WPLOOLRQ  %WPLOOLRQ DQG%W million, respectively.  ,QWKH&RPSDQ\PDGHDGYDQFHSD\PHQWIRUODQGDQGSXUFKDVHGODQGIRUSURSHUW\GHYHORSPHQWZRUWK%W PLOOLRQORDQHG%WPLOOLRQWRFRQQHFWHGHQWLWLHVDQGQHWFDVKSD\PHQWRI%WPLOOLRQIRUWKHSXUFKDVHRI shares in subsidiaries. In 2013, the activities involved the advance payment for land and land purchases worth totally Bt232.34 million, net FDVKSD\PHQWIRUWKHLQYHVWPHQWLQVXEVLGLDULHVZRUWK%WPLOOLRQORQJWHUPLQYHVWPHQWZRUWK%WPLOOLRQ DQGORDQWRFRQQHFWHGHQWLWLHVZRUWK%WPLOOLRQ In 2014, the activities returned to positive area worth Bt1,093.19 million, thanks to the sale of investment in an DVVRFLDWHGFRPSDQ\ .UXQJWKHS/DQG ZRUWK%WPLOOLRQDVZHOODVFDVKSD\PHQWIURPWKHVDOHRIYDFDQWODQG SORWVZRUWK%WPLOOLRQ

 w &DVKIORZIURPILQDQFLQJDFWLYLWLHV  &DVKIORZIURPILQDQFLQJDFWLYLWLHVLQ,QFDVKIORZIURPILQDQFLQJDFWLYLWLHVWRWDOHG%W PLOOLRQFRYHULQJWKHQHWLQFUHDVHLQGHEHQWXUHVE\%WPLOOLRQQHWORDQLQFUHDVHE\%WPLOOLRQ7KH QHWYDOXHRI%(VDQG31VGURSSHGE\%WPLOOLRQDQG%WPLOOLRQFDSLWDOLQFUHDVHDQGFDVKSD\PHQW IRUWKHH[HUFLVHRIZDUUDQWVZURWK%WPLOOLRQDQGGLYLGHQGSD\PHQWWRWDOLQJ%WPLOOLRQ

In 2013, the cash flow from financing activities worth Bt2,412.23 million, the activities involved the net increase in ERUURZLQJE\%WPLOOLRQWKHQHWLQFUHDVHLQGHEHQWXUHVZRUWK%WPLOOLRQ7KHQHWYDOXHRISURPLVVRU\ QRWHVGURSSHGE\%WPLOOLRQZKLOHZDUUDQWVZHUHH[HUFLVHGIRU%WPLOOLRQDQGGLYLGHQGSD\PHQWZDV YDOXHGDW%WPLOOLRQ  ,QWKHFDVKIORZIURPILQDQFLQJDFWLYLWLHVZRUWK%WPLOOLRQWKHDFWLYLWLHVFRYHUHGWKHQHWLQFUHDVHLQ GHEHQWXUHVE\%WPLOOLRQWKHQHWGHFUHDVHLQORQJWHUPORDQVE\%WPLOOLRQDQGWKHQHWLQFUHDVHV LQSURPLVVRU\QRWHVDQGELOORIH[FKDQJHZRUWK%WPLOOLRQDQG%WPLOOLRQUHVSHFWLYHO\

203 ANNUAL REPORT 2014

Factors of incidents which may pose significant impacts on financial status or operations The economic volatility driven by global economic conditions as well as political instability at home are main factors which can significantly affect the operations and financial status. The two factors influence consumer confidence and KRPHEX\HUVtGHFLVLRQPDNLQJSURFHVV+RZHYHULIWKHJOREDOHFRQRP\VKRZVDPRUHVROLGVLJQRIUHFRYHU\WKLVVKRXOG buoy the domestic economy. Meanwhile, if the political turbulence eases, consumer confidence should be restored. 2QGHPDQGQHZWUDQVSRUWLQYHVWPHQWSURMHFWVFRYHULQJPDVVWUDQVLWURXWHVURDGVH[SUHVVZD\VDQGULYHUFURVVLQJ EULGJHVDVZHOODVSUHSDUDWLRQIRUWKH$VHDQ(FRQRPLF&RPPXQLW\VKRXOGKHOSERRVWSURSHUW\GHPDQGLQQHDUE\EXVLQHVV and residential areas. The transport linkage with neighboring countries will also give a boost to provincial demand. On supply, the downward interest trend should benefit customers waiting for financial institutions’ approval on mortgage applications as well as property developers who will enjoy a lower cost of fund. However, commercial banks have tightened WKHOHQGLQJFULWHULDLQOLJKWRIKLJKKRXVHKROGGHEWWRNHHSDOLGRQQRQSHUIRUPLQJORDQVIURPSURSHUW\UHODWHGORDQV )DFWRUVZKLFKFRXOGLQIOXHQFHKRXVLQJSULFHVUDQJHIURPWKHVSHHG\ULVHLQODQGSULFHVFRQVWUXFWLRQPDWHULDOVDQG minimum wage as well as labor shortage. In the short term, these may delay the construction works and delivery, which would hurt property developers. Meanwhile, these may encourage buyers to wait and hurt the affordability of a certain group of buyers. This will also slow down new project launches and reduce competition in the industry, which will in turn encourage VRPHEX\HUVxFRQYLQFHGRIIXUWKHUKLNHVLQSULFHVWRDFW The company has consistently researched and analyzed the condition of factors which could affect the operations and financial status. The company is also prepared to thoroughly and appropriately cope with the challenges related to consumer demand and purchasing power, as well as competition in the industry. The operating process has been improved, to achieve KLJKHUHIILFLHQF\DQGUHGXFHULVNVLQYDULRXVDUHDV)RUH[DPSOHWKHUHLVDV\VWHPWRPRQLWRUVDOHDFWLYLWLHVDQGFRQVWUXFWLRQ ZRUNVWRPDLQWDLQWKHYROXPHRIFRPSOHWHO\EXLOWXQLWVRULQYHQWRU\DWWKHOHYHOWKDWZLOOFRPIRUWDEO\IDFLOLWDWHWKHPDUNHWLQJ strategies. Regarding the production cost, under consistent improvement the company has increased the volume of precast construction works and managed the supply chain to reduce the construction period. Main construction materials like steel and cement are supplied directly by manufacturers, which helps reduce price volatility.

204 INDEPENDENT AUDITOR’S REPORT

To the Shareholders of Property Perfect Public Company Limited I have audited the accompanying consolidated financial statements of Property Perfect Public Company Limited and its subsidiaries, which comprise the consolidated statement of financial position as at 31 December 2014, and the related consolidated statements of comprehensive income, changes in shareholders’ equity and cash flows for the year then ended, and a summary of significant accounting policies and other explanatory information, and have also audited the separate financial statements of Property Perfect Public Company Limited for the same period. Management’s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with Thai Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. Auditor’s Responsibility My responsibility is to express an opinion on these financial statements based on my audit. I conducted my audit in accordance with Thai Standards on Auditing. Those standards require that I comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. I believe that the audit evidence I have obtained is sufficient and appropriate to provide a basis for my audit opinion. Opinion In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Property Perfect Public Company Limited and its subsidiaries and of Property Perfect Public Company Limited as at 31 December 2014, and their financial performance and cash flows for the year then ended, in accordance with Thai Financial Reporting Standards.

Supachai Phanyawattano Certified Public Accountant (Thailand) No.3930 EY Office Limited Bangkok: 26 February 2015

205 STATEMENT OF FINANCIAL POSITION Property Perfect Public Company Limited and its subsidiaries As at 31 December 2014 (Unit: Baht) Consolidated financial statements Separate financial statements Note 2014 2013 2014 2013 Assets Current assets Cash and cash equivalents 7 2,490,533,916 1,235,219,985 2,078,520,940 801,773,577 Trade and other receivables 8 191,431,070 199,083,480 146,490,646 99,941,730 Notes receivable - land 9 955,740,220 200,664,000 955,740,220 27,550,000 Inventories 10 35,079,151 34,316,076 - - Project development costs 11 17,524,605,564 16,926,782,478 10,806,817,419 9,015,072,707 Advances to contractor - related party 6 14,397,249 14,464,179 14,389,949 14,459,179 Advances to contractors 336,545,595 302,899,961 298,739,541 143,673,371 Other current assets 102,650,547 93,669,983 30,234,128 22,725,252 Total current assets 21,650,983,312 19,007,100,142 14,330,932,843 10,125,195,816 Non-current assets Restricted deposits 288,247,275 311,251,845 250,696,630 25,486,760 Loans to related parties 6 - - 3,895,248,025 3,456,304,620 Retention per agreement 100,000,000 100,000,000 100,000,000 100,000,000 Investments in subsidiaries 12 - - 4,224,045,726 4,204,045,726 Investment in associate 13 - 582,717,823 - 359,999,240 Other long-term investments 14 106,496,676 110,921,940 106,496,676 110,921,940 Land held for development 15 4,453,051,267 6,062,239,040 3,444,793,098 5,058,189,792 Advances for purchases of land 16 444,637,314 660,127,348 370,057,389 486,916,375 Investment properties 17 1,540,394,214 967,144,633 - - Property, plant and equipment 18 963,199,365 1,048,494,432 195,800,087 221,924,422 Leasehold rights 19 1,313,107,573 1,289,401,269 36,817,582 40,028,676 Deferred tax assets 32 299,881,272 332,132,912 180,412,792 196,370,828 Other non-current assets 145,125,902 196,570,784 54,989,162 110,779,469 Total non-current assets 9,654,140,858 11,661,002,026 12,859,357,167 14,370,967,848 Total assets 31,305,124,170 30,668,102,168 27,190,290,010 24,496,163,664

The accompanying notes are an integral part of the financial statements. 206 STATEMENT OF FINANCIAL POSITION (CONTINUED) Property Perfect Public Company Limited and its subsidiaries As at 31 December 2014 (Unit: Baht) Consolidated financial statements Separate financial statements Note 2014 2013 2014 2013 Liabilities and shareholders’ equity Current liabilities Trade and other payables 20 2,411,469,089 2,664,597,383 1,253,177,716 1,136,815,745 Current portion of notes payable - leasehold rights 21 10,000,000 265,368,000 - - Notes payable 22 724,401,242 512,490,000 380,547,608 187,800,000 Bills of exchange payable 23 636,237,037 - 636,237,037 - Short-term loans from related parties 6 - - 175,000,000 75,000,000 Current portion of debentures 24 8,978,715,230 4,299,226,296 8,978,715,230 4,299,226,296 Current portion of long-term loans 25 747,144,814 747,169,126 381,763,635 331,229,073 Deposits and cash received in advance 217,013,978 340,958,913 152,514,825 85,568,239 Income tax payable 55,096,234 11,819,643 30,722,232 - Short-term provisions 27 21,109,521 18,457,232 21,109,521 18,457,232 Other current liabilities 140,023,764 152,459,037 75,473,999 32,532,065 Total current liabilities 13,941,210,909 9,012,545,630 12,085,261,803 6,166,628,650 Non-current liabilities Notes payable - leasehold rights, net of current portion 21 10,000,000 20,000,000 - - Debentures, net of current portion 24 4,600,000,000 6,948,846,146 4,600,000,000 6,948,846,146 Long-term loans, net of current portion 25 3,546,469,166 5,864,709,746 2,151,494,094 3,411,254,733 Provision for long-term employee benefits 26 121,443,067 93,677,838 89,456,239 60,512,643 Long-term provision 27 18,354,384 23,708,647 18,354,384 23,708,647 Deferred tax liabilities 32 17,470,077 - - - Other non-current liabilities 39,848,075 58,229,039 39,724,812 42,733,460 Total non-current liabilities 8,353,584,769 13,009,171,416 6,899,029,529 10,487,055,629 Total liabilities 22,294,795,678 22,021,717,046 18,984,291,332 16,653,684,279

The accompanying notes are an integral part of the financial statements. 207 STATEMENT OF FINANCIAL POSITION (CONTINUED) Property Perfect Public Company Limited and its subsidiaries As at 31 December 2014 (Unit: Baht) Consolidated financial statements Separate financial statements Note 2014 2013 2014 2013 Shareholders’ equity Share capital 28 Registered 10,737,610,610 ordinary shares of Baht 1 each (2013: 5,961,161,256 ordinary shares of Baht 1 each) 10,737,610,610 5,961,161,256 10,737,610,610 5,961,161,256 Issued and fully paid 5,782,951,655 ordinary shares of Baht 1 each (2013: 5,782,930,655 ordinary shares of Baht 1 each) 5,782,951,655 5,782,930,655 5,782,951,655 5,782,930,655 Share discount (73,524,495) (73,524,495) (73,524,495) (73,524,495) Retained earnings Appropriated - statutory reserve 30 260,600,000 241,600,000 260,600,000 241,600,000 Unappropriated 3,101,543,321 2,721,746,279 2,241,929,809 1,893,969,209 Other components of shareholders' equity (119,177,152) (43,656,136) (5,958,291) (2,495,984) Equity attributable to owners of the Company 8,952,393,329 8,629,096,303 8,205,998,678 7,842,479,385 Non-controlling interests of the subsidiaries 57,935,163 17,288,819 - - Total shareholders' equity 9,010,328,492 8,646,385,122 8,205,998,678 7,842,479,385 Total liabilities and shareholders' equity 31,305,124,170 30,668,102,168 27,190,290,010 24,496,163,664

The accompanying notes are an integral part of the financial statements. 208 STATEMENT OF COMPREHENSIVE INCOME Property Perfect Public Company Limited and its subsidiaries For the year ended 31 December 2014 (Unit: Baht) Consolidated financial statements Separate financial statements Note 2014 2013 2014 2013 Revenues Revenues from sales of land and houses 6,275,563,226 6,836,468,926 4,167,770,745 4,407,380,650 Revenues from sales of residential condominium units 3,667,121,096 2,626,443,167 369,413,331 334,661,989 Revenues from sales of land 1,628,706,329 529,504,438 1,628,206,329 324,867,671 Revenues from hotel operations 844,709,904 1,018,433,241 - - Other income Interest income 26,735,156 19,162,542 196,787,513 183,945,031 Revenues from forfeiture of down payments 13,450,779 7,058,193 3,221,600 3,372,007 Gain on sales of investment in associate 13 77,303,334 - 360,000,040 - Others 251,761,669 191,702,755 134,061,789 112,259,923 Total revenues 12,785,351,493 11,228,773,262 6,859,461,347 5,366,487,271 Expenses Cost of sales of land and houses 4,085,591,485 4,575,293,544 2,710,763,068 2,914,854,790 Cost of sales of residential condominium units 2,659,897,379 1,915,269,133 259,025,168 212,986,471 Cost of sale of land 1,088,280,532 256,568,115 1,088,280,532 142,064,886 Cost of hotel operations 650,593,209 636,213,112 - - Selling expenses 1,216,588,170 1,183,593,853 658,353,767 630,001,007 Administrative expenses 1,852,635,009 1,870,973,675 1,010,472,579 960,721,685 Loss arising from rental guarantee 27 24,031,269 45,305,879 24,031,269 45,305,879 Total expenses 11,577,617,053 10,483,217,311 5,750,926,383 4,905,934,718 Profit before share of income from investment in associate, finance cost and income tax 1,207,734,440 745,555,951 1,108,534,964 460,552,553 Share of income from investment in associate 13 59,978,121 59,785,935 - - Profit before finance cost and income tax 1,267,712,561 805,341,886 1,108,534,964 460,552,553 Finance cost (611,251,240) (706,363,234) (629,420,641) (645,888,290)

The accompanying notes are an integral part of the financial statements. 209 STATEMENT OF COMPREHENSIVE INCOME (CONTINUED) Property Perfect Public Company Limited and its subsidiaries For the year ended 31 December 2014 (Unit: Baht) Consolidated financial statements Separate financial statements Note 2014 2013 2014 2013 Profit (loss) before income tax 656,461,321 98,978,652 479,114,323 (185,335,737) Income tax 32 (254,200,442) (57,557,972) (112,153,723) 31,991,998 Profit (loss) for the year 402,260,879 41,420,680 366,960,600 (153,343,739) Other comprehensive income: Exchange differences on translation of financial statements in foreign currency (34,876,202) 5,594,001 - - Loss on changes in value of available-for- sale investments - net of income tax expenses (3,462,307) (277,592) (3,462,307) (277,592) Other comprehensive income for the year (38,338,509) 5,316,409 (3,462,307) (277,592) Total comprehensive income for the year 363,922,370 46,737,089 363,498,293 (153,621,331)

Profit (loss) attributable to: Equity holders of the Company 398,797,042 82,929,049 366,960,600 (153,343,739) Non-controlling interests of the subsidiaries 3,463,837 (41,508,369) 402,260,879 41,420,680 Total comprehensive income attributable to: Equity holders of the Company 362,158,255 81,147,996 363,498,293 (153,621,331) Non-controlling interests of the subsidiaries 1,764,115 (34,410,907) 363,922,370 46,737,089

Earnings per share 33 Basic earnings per share Profit (loss) attributable to equity holders of the Company 0.06896 0.01449 0.06346 (0.02679) Diluted earnings per share Profit attributable to equity holders of the Company 0.06849 0.01427 0.06303

The accompanying notes are an integral part of the financial statements. 210 CASH FLOW STATEMENT Property Perfect Public Company Limited and its subsidiaries For the year ended 31 December 2014 (Unit: Baht) Consolidated financial statements Separate financial statements 2014 2013 2014 2013 Cash flows from operating activities Profit (loss) before tax 656,461,321 98,978,652 479,114,323 (185,335,737) Adjustments to reconcile profit (loss) before tax to net cash provided by (paid from) operating activities: Share of income from investment in associate (59,978,122) (59,785,935) - - Depreciation and amortisation 143,626,809 151,313,954 39,747,446 49,015,063 Allowance for doubtful accounts 1,952,600 - 1,952,600 - Amortisation of prepaid expenses 45,290,061 51,902,440 26,290,070 28,763,826 Amortisation of deferred debenture issuing costs 30,642,787 47,217,111 30,642,787 47,217,111 Unrealised loss on exchange 39,148,520 79,602,112 - - Rental received in advance recognition (4,194,963) (4,202,331) (4,194,963) (4,202,331) Allowance for impairment loss on investment (reversal) (95,688) 107,604 (95,688) 107,604 Reduce cost to net realisable value (reversal) (4,843,403) 18,144,265 (4,843,403) 18,144,265 Reversal of allowance for impairment of land held for development (21,551,132) - (21,551,132) - Provision for loss arising from rental guarantee 24,031,269 45,305,879 24,031,269 45,305,879 Gain on sales of investment in associate (77,303,335) - (360,000,040) - Loss (gain) on sales of property, plant and equipment 1,486,714 (1,143,352) (739,036) (1,146,504) Dividend income (6,599,618) (843,730) (6,599,618) (843,730) Provision for long-term employee benefits 32,216,372 30,726,922 28,943,596 22,805,639 Change in fair value of forward exchange contracts (30,160,058) (10,718,235) - - Interest income (26,735,156) (19,162,542) (196,787,513) (183,945,031) Interest expenses 545,968,296 637,600,226 564,137,697 578,672,092 Profit from operating activities before changes in operating assets and liabilities 1,289,363,274 1,065,043,040 600,048,395 414,558,146 Decrease (increase) in operating assets Trade and other receivables 58,505,244 (39,754,055) 38,848,641 (42,574,997) Notes receivable - land (755,076,220) (185,185,062) (928,190,220) (12,071,062) Inventories (763,075) (2,734,328) - - Project development costs 745,374,854 (1,541,140,201) (733,284,187) (569,185,488) Advances to contractors (33,578,704) (243,822,752) (154,996,940) (99,031,127) Other current assets (54,174,936) (18,021,224) (33,703,258) (7,969,390) Other non-current assets 719,960 12,310,192 1,191,771 (14,652,085)

The accompanying notes are an integral part of the financial statements. 211 CASH FLOW STATEMENT (CONTINUED) Property Perfect Public Company Limited and its subsidiaries For the year ended 31 December 2014 (Unit: Baht) Consolidated financial statements Separate financial statements 2014 2013 2014 2013 Increase (decrease) in operating liabilities Trade and other payables (278,669,922) 1,070,221,439 148,629,166 333,836,764 Deposits and cash received in advance (123,944,935) 35,841,813 66,946,586 36,648,161 Other current liabilities (12,435,387) (27,298,205) 42,941,935 (7,626,558) Other non-current liabilities (20,737,298) (5,210,053) 1,283,694 1,326,322 Net cash from (used in) operating activities 814,582,855 120,250,604 (950,284,417) 33,258,686 Cash paid for interest expenses (1,150,146,612) (1,021,882,124) (958,427,612) (777,779,584) Cash paid for corporate income tax (161,697,050) (173,194,134) (64,292,287) (79,316,352) Cash received from interest income 15,814,706 15,757,681 7,494,298 13,221,157 Cash received from return of withholding tax 54,282,946 26,914,531 54,282,946 - Net cash used in operating activities (427,163,155) (1,032,153,442) (1,911,227,072) (810,616,093) Cash flows from investing activities Decrease (increase) in restricted deposits 23,004,570 (244,856,188) (225,209,870) 500,809 Increase in loans to related companies - - (1,236,738,465) (2,049,601,500) Decrease in loans to related companies - - 808,085,933 1,870,668,658 Cash received from interest income - - 101,943,058 187,944,516 Cash received from dividend income 6,599,618 843,730 6,599,618 843,730 Net cash paid for purchases of investments in subsidiaries - (349,726,302) (20,000,000) (1,051,603,533) Cash received from sale of investment in associate 719,999,280 - 719,999,280 - Increase in other long-term investments - (100,515,821) - (100,515,821) Cash received from sales of other long-term investments - 44,804,369 - 44,804,369 Decrease (increase) in land held for development 1,035,355,977 (161,581,634) 1,055,202,158 37,199,890 Increase in investment properties (407,256,676) - - - Increase in advances for purchases of land (134,688,226) (299,260,143) (107,013,864) (269,539,475) Increase in leasehold rights (6,194,128) (339,267,486) - - Increase in property, plant and equipment (122,360,701) (131,027,260) (10,437,329) (20,159,846) Cash received from sales of property, plant and equipment 2,656,127 2,008,301 764,348 1,973,738 Net cash from (used in) investing activities 1,117,115,841 (1,578,578,434) 1,093,194,867 (1,347,484,465) Cash flows from financing activities Cash paid for notes payble - leasehold rights (265,368,000) (10,000,000) - - Cash received from notes payable 2,634,218,262 1,447,456,000 1,186,150,000 921,716,000 Cash paid for notes payable (2,422,307,020) (1,484,026,000) (993,402,392) (1,067,336,000) Cash received from bills of exchange payable 1,166,237,037 - 1,166,237,037 - Cash paid for bills of exchange payable (530,000,000) - (530,000,000) - The accompanying notes are an integral part of the financial statements. 212 CASH FLOW STATEMENT (CONTINUED) Property Perfect Public Company Limited and its subsidiaries For the year ended 31 December 2014 (Unit: Baht) Consolidated financial statements Separate financial statements 2014 2013 2014 2013 Cash received from long-term loans 2,258,347,307 5,939,992,164 1,240,490,423 2,917,396,940 Cash paid for long-term loans (4,576,612,199) (4,485,141,245) (2,449,716,500) (1,888,906,438) Cash received from debentures 8,518,500,000 7,000,000,000 8,518,500,000 7,000,000,000 Cash paid for debentures (6,218,500,000) (5,500,000,000) (6,218,500,000) (5,500,000,000) Cash received from short-term loans from related parties - - 175,000,000 75,000,000 Cash received from non-controlling interests for issuance of ordinary shares of subsidiary - 14,652,121 - - Cash received from exercised warrants 21,000 141,882,692 21,000 141,882,692 Dividend paid - (187,522,527) - (187,522,527) Net cash from financing activities 564,536,387 2,877,293,205 2,094,779,568 2,412,230,667 Increase in translation adjustment 824,858 8,396,613 - - Net increase in cash and cash equivalents 1,255,313,931 274,957,942 1,276,747,363 254,130,109 Cash and cash equivalents at beginning of year 1,235,219,985 960,262,043 801,773,577 547,643,468 Cash and cash equivalents at end of year 2,490,533,916 1,235,219,985 2,078,520,940 801,773,577 - - - - Supplemental cash flow information Non-cash transactions Transfer advances for purchases of land to project development costs, land held for development and leashold rights 338,453,334 93,202,116 134,611,600 26,132,116 Transfer land held for development to project development costs 698,277,554 2,149,660,318 593,379,044 1,359,215,503 Transfer property, plant and equipment to project development costs 2,893,805 1,466,456 - - Amortise leasehold rights as cost of investment properties 27,609,011 19,429,756 - - Increase in investment properties as a result of accrued land rental expenses 61,488,336 29,523,284 - - Increase in notes payable - leasehold rights - 255,368,000 - - Settle advances for purchases of land against loan from related company and interest payable - - 89,261,250 17,000,000 Transfer advances for purchases of land to other receivable 11,724,926 - - - Transfer project development costs and land held for development to investment properties - 967,144,633 - -

The accompanying notes are an integral part of the financial statements. 213 214 STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY Property Perfect Public Company Limited and its subsidiaries For the year ended 31 December 2014 (Unit: Baht) Consolidated financial statements Equity attributable to owners of the Company Other components of equity Other comprehensive income Equity Retained earnings Deficit on Exchange Difference Deficit from attributable changes differences on resulting the changes in Total other Total equity to non- Issued and in value of translation of from share swap the ownership components of attributable to controlling Total fully paid available-for sale financial statements between the interests shareholders’ owners of interests of shareholders’ share capital Share discount Statutory reserve Unappropriated investments in foreign currency subsidiaries in subsidiaries equity the Company the subsidiaries equity Balance as at 1 January 2013 5,641,047,963 (73,524,495) 241,600,000 2,826,339,757 (2,218,392) 17,308,425 (46,091,945) (8,777,082) (39,778,994) 8,595,684,231 34,951,516 8,630,635,747 Profit for the year - - - 82,929,049 - - - - 82,929,049 (41,508,369) 41,420,680 Other comprehensive income for the year - - - - (277,592) (1,503,461) - - (1,781,053) (1,781,053) 7,097,462 5,316,409 Total comprehensive income for the year - - - 82,929,049 (277,592) (1,503,461) - - (1,781,053) 81,147,996 (34,410,907) 46,737,089 Increase in ordinary shares as a result of warrant exercised 141,882,692 ------141,882,692 - 141,882,692 Effect of change in ownership interests in subsidiary (Note 12) ------(2,096,089) (2,096,089) (2,096,089) 16,748,210 14,652,121 Dividend paid (Note 36) - - - (187,522,527) - - - - - (187,522,527) - (187,522,527) Balance as at 31 December 2013 5,782,930,655 (73,524,495) 241,600,000 2,721,746,279 (2,495,984) 15,804,964 (46,091,945) (10,873,171) (43,656,136) 8,629,096,303 17,288,819 8,646,385,122 Balance as at 1 January 2014 5,782,930,655 (73,524,495) 241,600,000 2,721,746,279 (2,495,984) 15,804,964 (46,091,945) (10,873,171) (43,656,136) 8,629,096,303 17,288,819 8,646,385,122 Profit for the year - - - 398,797,042 - - - - - 398,797,042 3,463,837 402,260,879 Other comprehensive income for the year - - - - (3,462,307) (33,176,480) - - (36,638,787) (36,638,787) (1,699,722) (38,338,509) Total comprehensive income for the year - - - 398,797,042 (3,462,307) (33,176,480) - - (36,638,787) 362,158,255 1,764,115 363,922,370 Unappropriated retained earnings transferred to statutory reserve - - 19,000,000 (19,000,000) ------Increase in ordinary shares as a result of warrant exercised (Note 28) 21,000 ------21,000 - 21,000 Effect of change in ownership interests in subsidiary (Note 12) ------(38,882,229) (38,882,229) (38,882,229) 38,882,229 - Balance as at 31 December 2014 5,782,951,655 (73,524,495) 260,600,000 3,101,543,321 (5,958,291) (17,371,516) (46,091,945) (49,755,400) (119,177,152) 8,952,393,329 57,935,163 9,010,328,492

The accompanying notes are an integral part of the financial statements. STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY (CONTINUED) Property Perfect Public Company Limited and its subsidiaries For the year ended 31 December 2014 (Unit: Baht) Separate financial statements Other components of equity Other comprehensive income Retained earnings Deficit on changes Total other Issued and in value of components of Total fully paid available-for-sale shareholders’ shareholders’ share capital Share discount Statutory reserve Unappropriated investments equity equity Balance as at 1 January 2013 5,641,047,963 (73,524,495) 241,600,000 2,234,835,475 (2,218,392) (2,218,392) 8,041,740,551 Profit for the year - - - (153,343,739) - - (153,343,739) Other comprehensive income for the year - - - - (277,592) (277,592) (277,592) Total comprehensive income for the year - - - (153,343,739) (277,592) (277,592) (153,621,331) Increase in ordinary shares as a result of warrant exercised 141,882,692 - - - - - 141,882,692 Dividend paid (Note 36) - - - (187,522,527) - - (187,522,527) Balance as at 31 December 2013 5,782,930,655 (73,524,495) 241,600,000 1,893,969,209 (2,495,984) (2,495,984) 7,842,479,385 Balance as at 1 January 2014 5,782,930,655 (73,524,495) 241,600,000 1,893,969,209 (2,495,984) (2,495,984) 7,842,479,385 Profit for the year - - - 366,960,600 - - 366,960,600 Other comprehensive income for the year - - - - (3,462,307) (3,462,307) (3,462,307) Total comprehensive income for the year - - - 366,960,600 (3,462,307) (3,462,307) 363,498,293 Unappropriated retained earnings transferred to statutory reserve - - 19,000,000 (19,000,000) - - - Increase in ordinary shares as a result of warrant exercised (Note 28) 21,000 - - - - - 21,000 215 Balance as at 31 December 2014 5,782,951,655 (73,524,495) 260,600,000 2,241,929,809 (5,958,291) (5,958,291) 8,205,998,678 The accompanying notes are an integral part of the financial statements. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Property Perfect Public Company Limited and its subsidiaries For the year ended 31 December 2014 1. General information Property Perfect Public Company Limited (“the Company”) is a public company incorporated and domiciled in Thailand. The Company is principally engaged in the property development. The registered office of the Company is at 100/1 Vorasombat Building, 17th Floor, Rama 9 Road, Huaykwang, Bangkok. 2. Basis of preparation 2.1 The financial statements have been prepared in accordance with Thai Financial Reporting Standards enunciated under the Accounting Professions Act B.E. 2547 and their presentation has been made in compliance with the stipulations of the Notification of the Department of Business Development dated 28 September 2011, issued under the Accounting Act B.E. 2543. The financial statements in Thai language are the official statutory financial statements of the Company. The financial statements in English language have been translated from the Thai language financial statements. The financial statements have been prepared on a historical cost basis except where otherwise disclosed in the accounting policies. 2.2 Basis of consolidation a) The consolidated financial statements include the financial statements of the Company (“the Company”) and the following subsidiary companies (“the subsidiaries”):

Country of Percentage of Company’s name Nature of business incorporation shareholding 2014 2013 Subsidiaries directly owned by the Company Estate Perfect Company Limited Property development Thailand 100.00 100.00 Perfect Sport Club Company Limited Clubhouse management Thailand 100.00 100.00 Bright Development Bangkok Company Limited Property development Thailand 100.00 100.00 Residence Number Nine Limited Property development Thailand 100.00 100.00 U&I Construction Bangkok Company Limited Construction service Thailand 100.00 100.00 Perfect Prefab Company Limited Producing and assembling Thailand 51.00 51.00 prefabricated building system Uniloft Service (Thailand) Company Limited Apartment service Thailand 100.00 100.00 We Retail Public Company Limited Property development, shopping Thailand 93.31 93.31 mall and commercial areas Property Perfect International Pte. Ltd. Investment in overseas projects Singapore 100.00 100.00

216 Country of Percentage of Company’s name Nature of business incorporation shareholding 2014 2013 Subsidiaries directly owned by the Company (continued) Chiangmai Development Company Limited Property development Thailand 100.00 100.00 Ramintra Mall Company Limited (Formerly Property development Thailand 100.00 100.00 known as “Mariya Stuff Company Limited”) Subsidiary which the Company owns through We Retail Public Company Limited Centrepoint Shopping Mall Company Limited Property development, shopping Thailand 93.31 93.31 mall and commercial areas Subsidiaries which the Company owns through Property Perfect International Pte. Ltd. Kiroro Resort Holdings Company Limited Hotel operations Japan 95.61 69.01 (Formerly known as “Share Group Company Limited”) Kabushiki Kaisha Kiroro Associates Co., Ltd. Hotel management Japan 95.61 69.01 b) Subsidiaries are fully consolidated as from the date of acquisition, being the date on which the Company obtains control, and continue to be consolidated until the date when such control ceases. c) The financial statements of the subsidiaries are prepared using the same significant accounting policies as the Company. d) The assets and liabilities in the financial statements of overseas subsidiary companies are translated to Baht using the exchange rate prevailing on the end of reporting period, and revenues and expenses translated using monthly average exchange rates. The resulting differences are shown under the caption of “Exchange differences on translation of financial statements in foreign currency” in the statements of changes in shareholders’ equity. e) Material balances and transactions between the Company and its subsidiaries have been eliminated from the consolidated financial statements. f) Non-controlling interests represent the portion of profit or loss and net assets of the subsidiaries that are not held by the Company and are presented separately in the consolidated profit or loss and within equity in the consolidated statement of financial position. 2.3 The separate financial statements, which present investments in subsidiaries and associate under the cost method, have been prepared solely for the benefit of the public. 3. New financial reporting standards Below is a summary of financial reporting standards that became effective in the current accounting year and those that will become effective in the future. 217 (a) Financial reporting standards that became effective in the current accounting year Conceptual Framework for Financial Reporting (revised 2014) Accounting Standards: TAS 1 (revised 2012) Presentation of Financial Statements TAS 7 (revised 2012) Statement of Cash Flows TAS 12 (revised 2012) Income Taxes TAS 17 (revised 2012) Leases TAS 18 (revised 2012) Revenue TAS 19 (revised 2012) Employee Benefits TAS 21 (revised 2012) The Effects of Changes in Foreign Exchange Rates TAS 24 (revised 2012) Related Party Disclosures TAS 28 (revised 2012) Investments in Associates TAS 31 (revised 2012) Interests in Joint Ventures TAS 34 (revised 2012) Interim Financial Reporting TAS 36 (revised 2012) Impairment of Assets TAS 38 (revised 2012) Intangible Assets Financial Reporting Standards: TFRS 2 (revised 2012) Share-based Payment TFRS 3 (revised 2012) Business Combinations TFRS 5 (revised 2012) Non-current Assets Held for Sale and Discontinued Operations TFRS 8 (revised 2012) Operating Segments Accounting Standard Interpretations : TSIC 15 Operating Leases - Incentives TSIC 27 Evaluating the Substance of Transactions Involving the Legal Form of a Lease TSIC 29 Service Concession Arrangements: Disclosures TSIC 32 Intangible Assets - Web Site Costs Financial Reporting Standard Interpretations: TFRIC 1 Changes in Existing Decommissioning, Restoration and Similar Liabilities TFRIC 4 Determining whether an Arrangement contains a Lease TFRIC 5 Rights to Interests arising from Decommissioning, Restoration and Environmental Rehabilitation Funds TFRIC 7 Applying the Restatement Approach under TAS 29 Financial Reporting in Hyperinflationary Economies TFRIC 10 Interim Financial Reporting and Impairment TFRIC 12 Service Concession Arrangements 218 TFRIC 13 Customer Loyalty Programmes TFRIC 17 Distributions of Non-cash Assets to Owners TFRIC 18 Transfers of Assets from Customers Accounting Treatment Guidance for Stock Dividend These financial reporting standards were amended primarily to align their content with the corresponding International Financial Reporting Standards. Most of the changes were directed towards revision of wording and terminology, and provision of interpretations and accounting guidance to users of the accounting standards. These financial reporting standards do not have any significant impact on the financial statements. (b) Financial reporting standards that will become effective in the future The Federation of Accounting Professions has issued a number of revised and new financial reporting standards that become effective for fiscal years beginning on or after 1 January 2015. These financial reporting standards were aimed at alignment with the corresponding International Financial Reporting Standards, with most of the changes directed towards revision of wording and terminology, and provision of interpretations and accounting guidance to users of accounting standards. The management of the Company and its subsidiaries believes they will not have any significant impact on the financial statements in the year in which they are adopted. However, some of these financial reporting standards involve changes to key principles, as discussed below: Accounting Standards: TAS 19 (revised 2014) Employee Benefits Financial Reporting Standards: TFRS 10 Consolidated Financial Statements TFRS 11 Joint Arrangements TFRS 12 Disclosure of Interests in Other Entities TFRS 13 Fair Value Measurement Based on the preliminary analysis performed, the management of the Company and its subsidiaries believes that these financial reporting standards will not have any significant impact on the financial statements of the Company and its subsidiaries, except as follows: TAS 19 (revised 2014) Employee Benefits This revised standard requires that the entity recognise actuarial gains and losses immediately in other comprehensive income while the existing standard allows the entity to recognise such gains and losses immediately in profit or loss, or in other comprehensive income, or to recognise them gradually in profit or loss. At present, the Company and its subsidiaries gradually recognise actuarial gains and losses in profit or loss. The assessment of the management of the Company and its subsidiaries is that when the revised standard is applied in 2015 and there is a change to immediately recognise those gains and losses in other comprehensive income, the Company and its subsidiaries will have to increase provision for long-term employee benefit liabilities of Baht 38.7 million (Separate financial statements: Baht 36.1 million) (net of related tax of Baht 9.7 million (Separate financial statements: Baht 9.0 million)) and decrease retained earnings of Baht 38.7 million (Separate financial statements: Baht 36.1 million). 219 4. Significant accounting policies 4.1 Revenue recognition Revenues from sales of land and houses/residential condominium units/land Revenues from sales of land and houses/residential condominium units/land are recognised as revenues when significant risks and rewards are transferred to the buyer. Revenue from hotel operations Revenue from hotel operations mainly comprises room sales, food and beverage sales and revenue from auxiliary activities. Sales are the invoiced value, excluding value added tax, of goods supplied and services rendered after deducting discounts. Interest income Interest income is recognised on an accrual basis based on the effective interest rate. Dividends Dividends are recognised when the right to receive the dividends is established.

4.2 Cost of sales of land and houses/residential condominium units In determining the cost of sales of land and houses/residential condominium units, the anticipated total development costs (after recognising the costs incurred to date) are attributed to units already sold on the basis of the salable area and then recognised as costs in profit or loss. 4.3 Cash and cash equivalents Cash and cash equivalents consist of cash in hand and at banks, and all highly liquid investments with an original maturity of three months or less and not subject to withdrawal restrictions.

4.4 Accounts receivable Accounts receivable are stated at the net realisable value. Allowance for doubtful accounts is provided for the estimated losses that may be incurred in collection of receivables. The allowance is generally based on collection experiences and analysis of debt aging.

4.5 Inventories Inventories are valued at the lower of cost (first-in, first-out method) and net realisable value.

4.6 Project development costs Project development costs are valued at the lower of cost and net realisable value. Project development costs consist of the costs of land, land development, construction, land lease and related interest.

4.7 Borrowing costs Borrowing costs directly attributable to the acquisition or construction of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalised as part of the cost of the respective assets. All other borrowing costs are expensed in the period they are incurred. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds. 220 4.8 Investment properties Investment properties are measured initially at cost, including transaction costs. Subsequent to initial recognition, investment properties are stated at cost less accumulated depreciation and allowance for loss on impairment (if any). No depreciation is provided on investment properties in progress.

4.9 Property, plant and equipment and depreciation Property, plant and equipment are stated at cost less accumulated depreciation and allowance for loss on impairment of assets (if any). Depreciation of plant and equipment is calculated by reference to their costs on the straight-line basis over the estimated useful lives: Office buildings and clubhouses 5 to 20 years Hotel buildings 5 to 41 years Hotel building improvements 2 to 30 years Office and hotel furniture and fixtures 2 to 18 years Tools and equipment 2 and 5 years Motor vehicles 2 to 17 years Others 2 to 18 years Depreciation is included in profit or loss. No depreciation has been provided on land and construction in progress. An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on disposal of an asset is included in profit or loss when the asset is derecognised. 4.10 Leasehold rights and amortisation Leasehold right is stated at cost less accumulated amortization and allowance for loss on impairment of assets (if any). Amortisation of leasehold right is calculated by reference to its cost on a straight-line basis over the leasehold period. Amortisation is included in profit or loss and is capitalised as part of project costs for projects under development. 4.11 Investments a) Investments in securities held for trading are stated at fair value. Changes in the fair value of these securities are recorded in profit or loss. b) Investments in available-for-sale securities are stated at fair value. Changes in the fair value of these securities are recorded in comprehensive income, and will be recorded in profit or loss when the securities are sold. c) Investments in non-marketable equity securities, which the Company classified as other investments, are stated at cost net of allowance for loss on impairment (if any). d) Investment in associate is accounted for in the consolidated financial statements using the equity method.

221 e) Investments in subsidiaries and associate are accounted for in the separate financial statements using the cost method net of allowance for loss on impairment (if any). The fair value of marketable securities (investments in securities held for trading and available-for-sale securities) is based on the latest bid price of the last working day of the year. The fair value of unit trusts is determined from their net asset value. The weighted average method is used for computation of the cost of investments. In the event the Company and its subsidiaries reclassified investments from one type to another, such investments will be readjusted to their fair value as at the reclassification date. The difference between the carrying amount of the investments and the fair value on the date of reclassification is recorded in profit or loss or recorded as other components of shareholders’ equity, depending on the type of investment that is reclassified. On disposal of an investment, the difference between net disposal proceeds and the carrying amount of the investment is recognised in profit or loss. 4.12 Related party transactions Related parties comprise enterprises and individuals that control, or are controlled by, the Company and its subsidiaries, whether directly or indirectly, or which are under common control with the Company and its subsidiaries.

They also include associate and individuals which directly or indirectly own a voting interest in the Company and its subsidiaries that gives them significant influence over the Company and its subsidiaries, key management personnel, directors and officers with authority in the planning and direction of the operations of Company and its subsidiaries. 4.13 Long-term leases Leases of property, plant or equipment which transfer substantially all the risks and rewards of ownership are classified as finance leases. Finance leases are capitalised at the lower of the fair value of the leased assets and the present value of the minimum lease payments. The outstanding rental obligations, net of finance charges, are included in long-term payables, while the interest element is charged to profit or loss over the lease period. The assets acquired under finance leases are depreciated over the shorter of the useful life of the asset and the lease period.

Leases of property, plant or equipment which do not transfer substantially all the risks and rewards of ownership are classified as operating leases. Operating lease payments are recognised as an expense in profit or loss on a straight line basis over the lease term. 4.14 Foreign currencies The consolidated and separate financial statements are presented in Baht, which is also the Company’s functional currency. Items of each entity included in the consolidated financial statements are measured using the functional currency of that entity. Transactions in foreign currencies are translated into Baht at the exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated into Baht at the exchange rate ruling at the end of reporting period. Gains and losses on exchange are included in profit or loss. Exchange differences arising on a monetary item that forms part of the Company’s net investment in a foreign operation will be recognised initially in other comprehensive income in the consolidated financial statements and reclassified from equity to profit or loss on disposal of the net investment. 222 4.15 Impairment of assets At the end of each reporting period, the Company and its subsidiaries perform impairment reviews in respect of the assets whenever events or changes in circumstances indicate that an asset may be impaired. An impairment loss is recognised when the recoverable amount of an asset, which is the higher of the asset’s fair value less costs to sell and its value in use, is less than the carrying amount. An impairment loss is recognised in profit or loss. In the assessment of asset impairment if there is any indication that previously recognised impairment losses may no longer exist or may have decreased, such reversal is recognised in profit or loss. 4.16 Employee benefits Short-term employee benefits Salaries, wages, bonuses and contributions to the social security fund are recognised as expenses when incurred. Post-employment benefits Defined contribution plans The Company, its subsidiaries and its employees have jointly established a provident fund. The fund is monthly contributed by employees and by the Company and its subsidiaries. The fund’s assets are held in a separate trust fund and the contributions are recognised as expenses when incurred. Defined benefit plans The Company and its subsidiaries have obligations in respect of the severance payments they must make to employees upon retirement under labor law. The Company and its subsidiaries treat these severance payment obligations as a defined benefit plan. The obligation under the defined benefit plan is determined by a professionally qualified independent actuary and an overseas subsidiary’s management based on actuarial techniques, using the projected unit credit method. Actuarial gains and losses arising from post-employment benefits are recognised as income or expenses when the net cumulative unrecognised actuarial gains and losses at the end of the previous reporting period exceed 10% of the defined benefit obligation at that date. These gains or losses are recognised over the expected average remaining working lives of the employees participating in the plan. For the first-time adoption of TAS 19 Employee Benefits in 2011, the Company and its subsidiaries elected to recognise the transitional liability, which exceeds the liability that would have been recognised at the same date under the previous accounting policy as an expense on a straight-line basis over up to five years from the date of adoption. 4.17 Provisions Provisions are recognised when the Company and its subsidiaries have a present obligation as a result of a past event, they are probable that outflow of resources embodying economic benefits will be required to settle the obligation, and reliable estimate can be made of the amount of the obligation.

4.18 Income tax Income tax expense represents the sum of corporate income tax currently payable and deferred tax. Current tax Current income tax is provided in the accounts at the amount expected to be paid to the taxation authorities, based on taxable profits determined in accordance with tax legislation. 223 Deferred tax Deferred income tax is provided on temporary differences between the tax bases of assets and liabilities and their carrying amounts at the end of each reporting period, using the tax rates enacted at the end of the reporting period. The Company and its subsidiaries recognise deferred tax liabilities for all taxable temporary differences while they recognise deferred tax assets for all deductible temporary differences and tax losses carried forward to the extent that it is probable that future taxable profit will be available against which such deductible temporary differences and tax losses carried forward can be utilised. At each reporting date, the Company and its subsidiaries review and reduce the carrying amount of deferred tax assets to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax assets to be utilised. The Company and its subsidiaries record deferred tax directly to shareholders’ equity if the tax relates to items that are recorded directly to shareholders’ equity.

4.19 Derivatives Forward exchange contracts Forward exchange contracts are presented in the financial statements at fair value. Unrealised gain or loss from the forward contracts is recorded in profit or loss. 5. Significant accounting judgments and estimates The preparation of financial statements in conformity with financial reporting standards at times requires management to make subjective judgements and estimates regarding matters that are inherently uncertain. These judgements and estimates affect reported amounts and disclosures; and actual results could differ from these estimates. Significant judgements and estimates are as follows: Leases In determining whether a lease is to be classified as an operating lease or finance lease, the management is required to use judgment regarding whether significant risk and rewards of ownership of the leased asset has been transferred, taking into consideration terms and conditions of the arrangement. Allowance for doubtful accounts In determining an allowance for doubtful accounts, the management needs to make judgment and estimates based upon, among other things, past collection history, aging profile of outstanding debts and the prevailing economic condition.

Fair value of financial instruments In determining the fair value of financial instruments that are not actively traded and for which quoted market prices are not readily available, the management exercise judgment, using a variety of valuation techniques and models. The input to these models is taken from observable markets, and includes consideration of liquidity, correlation and longer- term volatility of financial instruments.

224 Impairment of investments The Company and its subsidiaries treat available-for-sale investments and other investments as impaired when there has been a significant or prolonged decline in the fair value below their cost or where other objective evidence of impairment exists. The determination of what is “significant” or “prolonged” requires judgement of the management. Property plant and equipment/Investment properties/Depreciation In determining depreciation of plant and equipment and investment properties, the management is required to make estimates of the useful lives and residual values of the plant and equipment and investment properties and to review estimate useful lives and residual values when there are any changes. In addition, the management is required to review property, plant and equipment and investment properties for impairment on a periodical basis and record impairment losses in the period when it is determined that their recoverable amount is lower than the carrying amount. This requires judgments regarding forecast of future revenues and expenses relating to the assets subject to the review. Project development costs estimation In recognising revenue from real estate sales, the Company and its subsidiaries need to estimate all project development costs, including land costs, land improvement costs, design costs, construction costs, and borrowing costs for construction. The management estimates these costs based on their business experience and revisit the estimation on a periodical basis or when the actual costs incurred significantly vary from the estimation. Deferred tax assets Deferred tax assets are recognised for deductible temporary differences and unused tax losses to the extent that it is probable that taxable profit will be available against which the temporary differences and losses can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and level of estimate future taxable profits. Post-employment benefits under defined benefit plans The obligation under the defined benefit plan is determined based on actuarial techniques. Such determination is made based on various assumptions, including discount rate, future salary increase rate, mortality rate and staff turnover rate. Provision for loss arising from rental guarantee In recording provision for loss arising from rental guarantee, the management estimates the cost of the expenses expected to be incurred as a result of providing rental guarantee based on the present value of the difference between the projected dormitory rental income from individuals and rental expense the Company has contracted to pay to the Fund, based on various assumptions, including rental rate, occupancy rate and discount rate. The estimate is reviewed whenever circumstances change. Litigations The Company and its subsidiaries have contingent liabilities as a result of litigations. The management has used judgement to assess the results of the litigations and believes that no loss will result. Therefore no contingent liabilities are recorded as at the end of reporting period.

225 6. Related party transactions During the years, the Company and its subsidiaries had significant business transactions with related parties. Such transactions, which are summarised below, arose in the ordinary course of business and were concluded on commercial terms and bases agreed upon between the Company, its subsidiaries and those related parties. (Unit: Million Baht) Consolidated Separate financial statements financial statements 2014 2013 2014 2013 Transfer Pricing policy Transactions with subsidiaries (Eliminated from the consolidated financial statements) Sales of land - - - 71 By agreement Interest income - - 175 171 5.02% - 7.38% per annum Interest expenses - - 9 - 7.38% per annum Clubhouse management expenses - - 4 16 By agreement Cost of construction of houses - - 21 67 By agreement Transactions with related individual and companies Cost of construction of houses 6 2 - 1 By agreement Consultation fee 4 3 2 2 By agreement As at 31 December 2014 and 2013, the balances of the accounts between the Company, its subsidiaries and those related companies were as follows: (Unit: Million Baht) Consolidated financial Separate statements financial statements 2014 2013 2014 2013 Other receivables - related parties (Note 8) Subsidiaries - - 114,531 38,096 Total other receivables - related parties - - 114,531 38,096 Advances to contractor - related party Related company (a subsidiary’s shareholder) 14,397 14,464 14,390 14,459 Total advances to contractor - related party 14,397 14,464 14,390 14,459 Trade and other payables - related parties (Note 20) Subsidiaries - - 5,424 26,338 Related companies (a subsidiary’s shareholder) 4,474 2,879 948 2,118 Total trade and other payables - related parties 4,474 2,879 6,372 28,456

226 Loans to and loans from related parties As at 31 December 2014 and 2013, the balance of loans between the Company and its subsidiaries and the movements were as follows: (Unit: Thousand Baht) Separate financial statements Increase Decrease Balance as at during during Balance as at Long-term loans to subsidiaries 31 December 2013 the year the year 31 December 2014 Estate Perfect Co., Ltd. 410,264 155,000 (319,065) 246,199 Bright Development Bangkok Co., Ltd. 1,712,611 270,000 (299,051) 1,683,560 Residence Number Nine Co., Ltd. 5,171 - (5,171) - U&I Construction Bangkok Co., Ltd. - 100,000 - 100,000 Perfect Prefab Co., Ltd. 60,000 - - 60,000 We Retail Plc. 411,094 363,900 - 774,994 Property Perfect International Pte. Ltd. 857,165 340,799 (184,799) 1,013,165 Chiangmai Development Co., Ltd. - 17,330 - 17,330 Total 3,456,305 1,247,029 (808,086) 3,895,248

(Unit: Thousand Baht) Separate financial statements Increase Decrease Balance as at during during Balance as at Short-term loans to subsidiaries 31 December 2013 the year the year 31 December 2014 Chiangmai Development Co., Ltd. 75,000 - (75,000) - Residence Number Nine Co., Ltd. - 175,000 - 175,000 Total 75,000 175,000 (75,000) 175,000 Directors’ and management’s benefits During the years ended 31 December 2014 and 2013, the Company and its subsidiaries had employee benefit expenses payable to their directors and management as below. (Unit: Million Baht) Consolidated Separate financial statements financial statements 2014 2013 2014 2013 Short-term employee benefits 66.5 77.2 44.5 57.2 Post-employment benefits 8.8 7.1 6.7 5.0 Total 75.3 84.3 51.2 62.2 Guarantee obligations with related parties The Company has outstanding guarantee obligations with its subsidiaries, as described in Note 37.4 a) to the financial statements. 227 7. Cash and cash equivalents (Unit: Thousand Baht) Consolidated Separate financial statements financial statements 2014 2013 2014 2013 Cash 4,737 5,378 1,615 2,195 Bank deposits 2,485,797 1,229,842 2,076,906 799,579 Total 2,490,534 1,235,220 2,078,521 801,774 As at 31 December 2014, bank deposits in saving accounts and fixed deposits carried interests between 0.02% and 1.10% per annum (2013: between 0.02% and 1.75% per annum). 8. Trade and other receivables As at 31 December 2014 and 2013, trade and other receivables were classified by aging as follows. (Unit: Thousand Baht) Consolidated Separate financial statements financial statements 2014 2013 2014 2013 Trade receivables - real estate business Aged on the basis of due dates Not yet due 968 - - - Past due Up to 3 months 1,663 1,960 - 1,960 6 - 12 months - 250 - 250 Over 12 months 4,142 9,836 4,113 9,836 Total 6,773 12,046 4,113 12,046 Less: Allowance for doubtful debts (2,183) (200) (2,153) (200) Trade receivable - real estate business, net 4,590 11,846 1,960 11,846 Trade receivables - hotel business Aged on the basis of due dates Past due Up to 3 months 119,462 121,831 - - 3 - 6 months 109 6 - - 6 - 12 months 519 593 - - Trade receivable - hotel business 120,090 122,430 - - Trade receivable, net 124,680 134,276 1,960 11,846

228 (Unit: Thousand Baht) Consolidated Separate financial statements financial statements 2014 2013 2014 2013 Other receivables Advances - related parties - - 14,829 12,416 Interest receivables - related parties - - 98,772 25,680 Other receivables - related party - - 930 - Interest receivables - 3,337 - - Accounts receivable - forward contacts 26,851 10,632 - - Other receivables 39,900 50,838 30,000 50,000 Total other receivables 66,751 64,807 144,531 88,096 Trade and other receivables, net 191,431 199,083 146,491 99,942

9. Notes receivable - land As at 31 December 2014, notes receivable - land consisted of the following: The Company a) A note receivable of the Company amounting to Baht 15.0 million (2013: Baht 27.6 million). During the year 2014, the Company received payment of Baht 12.6 million from the debtor and subsequently, in February 2015, the Company received the remaining payment of Baht 15.0 million. b) Notes receivable of the Company totaling Baht 1,000.0 million (2013: Nil), as discussed in Note 15 to the financial statements. The Company recorded the promissory notes by discounting a weighted average cost of fund of the Company and its subsidiaries. The notes receivable are stated at all future receipts, net of deferred interest income. The details are as follows: (Unit: Thousand Baht) Consolidated and separate financial statements 2014 2013 Notes receivable - land 1,000,000 - Less: Deferred interest income (59,260) - Notes receivable - land, net 940,740 - The Company recorded interest income from the above transaction amounting to Baht 14.3 million in the profit or loss for the year 2014. A subsidiary During the year 2014, the subsidiary received all payment of Baht 173.1 million from the debtor. 229 10. Inventories (Unit: Thousand Baht) Consolidated financial statements Reduce cost to net Cost realisable value Inventories - net 2014 2013 2014 2013 2014 2013 Food and beverage 50,269 70,626 (42,733) (62,472) 7,536 8,154 Other goods and supplies 76,252 118,918 (48,709) (92,756) 27,543 26,162 Total 126,521 189,544 (91,442) (155,228) 35,079 34,316

11. Project development costs (Unit: Thousand Baht) Consolidated Separate financial statements financial statements 2014 2013 2014 2013 Land and construction developed 4,148,850 4,695,946 1,754,228 2,569,743 Land and construction under development 13,427,925 12,307,225 9,104,233 6,521,140 Total 17,576,775 17,003,171 10,858,461 9,090,883 Less: Reduce cost to net realisable value (52,169) (76,389) (51,644) (75,810) Net 17,524,606 16,926,782 10,806,817 9,015,073 Borrowing costs 464,353 438,555 339,260 252,318 Interest rate (%) 4.70 - 7.38 6.38 - 7.38 4.70 - 7.38 6.38 - 7.38 Mortgaged as collateral for credit facilities, 13,937,281 14,061,835 8,075,306 6,894,736 guarantees and debentures During the year 2014, the Company and its subsidiaries reversed Baht 19.4 million (Separate financial statements: Baht 19.3 million) of the write-down of project development costs in accordance with their sale transactions (2013: Baht 3.1 million (Separate financial statements: Baht 3.0 million)), and recorded the amount as a deduction from project development costs recognised as cost of sales of land and houses during the year. In addition, during the year 2014, the Company reduced project development costs by Baht 9.4 million (2013: Baht 18.1 million) to reflect the net realisable values per appraisal reports prepared by independent valuers, and reversed Baht 14.2 million (2013: Nil) of the write-down of project development costs based on appraisal reports prepared by independent valuers. The Company presented the net amount of these transactions under “Cost of sales of land and houses” in profit or loss.

230 12. Investments in subsidiaries Details of investments in subsidiaries as presented in separate financial statements are as follows: (Unit: Thousand Baht) Company’s name Paid-up capital Cost 2014 2013 2014 2013 Estate Perfect Company Limited 1,200,000 1,200,000 738,459 738,459 Perfect Sport Club Company Limited 25,000 5,000 25,000 5,000 Bright Development Bangkok Company Limited 1,000,000 1,000,000 999,999 999,999 Residence Number Nine Company Limited 1,000,000 1,000,000 507,000 507,000 U&I Construction Bangkok Company Limited 100,000 100,000 100,000 100,000 Perfect Prefab Company Limited 2,500 2,500 1,275 1,275 Uniloft Service (Thailand) Company Limited 1,325 1,325 1,325 1,325 We Retail Public Company Limited 1,330,912 6,337,678 1,300,988 1,300,988 Property Prefect International Pte. Ltd. ---- Chiangmai Development Company Limited 200,000 200,000 200,000 200,000 Ramintra Mall Company Limited (Formerly known as “Mariya Stuff Company Limited”) 350,000 350,000 350,000 350,000 Total 4,224,046 4,204,046 Subsidiaries directly owned by the Company We Retail Public Company Limited (“We Retail”) In July 2013, the Company invested Baht 500.4 million in the increase of ordinary shares of We Retail, in proportion to its existing shareholding. However, some of non-controlling interests had not invested in the increased shares in proportion to their existing shareholdings. As a result, the Company’s shareholding in We Retail increased from 91.05% to 93.31%. The Company recorded effect of the change in its shareholding in We Retail in other components of equity, under shareholders’ equity. The change in the ownership interests in We Retail was detailed below. (Unit: Thousand Baht) Non-controlling interests investing in additional ordinary shares of We Retail 14,652 Less Non-controlling interests of We Retail adjusted (16,748) Deficit from the change in the ownership interests in We Retail (2,096) We Retail reduced its registered, issued and paid-up share capital from Baht 6,337,678,570 (1,267,535,714 ordinary shares with a par value of Baht 5 each) to Baht 1,330,912,500 (1,267,535,714 ordinary shares with a par value of Baht 1.05 each) by changing the par value of ordinary shares from Baht 5 to Baht 1.05 per share, with the capital reduction of Baht 5,006,766,070 to be used to offset share discount and deficit, respectively. In addition, We Retail increased its registered share capital from Baht 1,330,912,500 (1,267,535,714 ordinary shares with a par value of Baht 1.05 each) to Baht 4,761,825,000 (4,535,071,428 ordinary shares with a par value of Baht 1.05 each). We Retail registered the decrease and increase in its registered, issued and paid-up share capital with the Ministry of Commerce on 5 and 6 March 2014, respectively. Currently, We Retail is in the process of allocating the additional ordinary shares to its existing shareholders (via a rights offering) and by private placement, in accordance with a resolution of the Extraordinary General Meeting of shareholders of We Retail. 231 Perfect Sport Club Company Limited (“Perfect Sport Club”) On 15 September 2014, the Extraordinary General Meeting of shareholders of Perfect Sport Club passed a resolution to approve an increase of Baht 45 million in its registered capital, from Baht 5 million to Baht 50 million, by issuing 450,000 ordinary shares with a par value of Baht 100 per share that are 44.44% paid-up, or a total of Baht 20 million. The Company acquired all additional ordinary shares, meaning its shareholding in Perfect Sport Club is unchanged at 100%. Ramintra Mall Company Limited (“Ramintra Mall”) (Formerly known as “Mariya Stuff Company Limited”) On 8 August 2013, a meeting of the Company’s Board of Directors passed a resolution to acquire 3.5 million ordinary shares with a value of Baht 100 each in Ramintra Mall, for a total of Baht 350 million. Ramintra Mall is engaged in the property development business and has a share capital of Baht 350 million (3.5 million ordinary shares with a par value of Baht 100 each). Fair value of the identifiable assets and liabilities as at the acquisition date of investment in Ramintra Mall can be summarised below. (Unit: Thousand Baht) Cash and cash equivalents 274 Advance for purchase of land 74,254 Leasehold rights 275,481 Other current liabilities (9) Total net assets 350,000 Cash payment for purchase of investment in Ramintra Mall 350,000 Less: Cash and cash equivalents of Ramintra Mall (274) Net cash payment for purchase of investment in Ramintra Mall 349,726 Subsidiary owned by the Company through We Retail Centrepoint Shopping Mall Company Limited (“Centrepoint”) Centrepoint received the remaining value of the ordinary shares, amounting to Baht 99.8 million (4,990,000 ordinary shares at a value of Baht 20 each) from We Retail. Subsidiaries owned by the Company through Property Perfect International Pte. Ltd. (“PPI”) Kiroro Resort Holdings Co., Ltd. (“KRH”) [Formerly known as “Share Group Co., Ltd.”] In March 2014, PPI invested JPY 500 million in KRH’s additional ordinary shares (100,000 ordinary shares with a value of JPY 5,000 each) and the share price was settled against loans from PPI to KRH. As a result, PPI’s shareholding in KRH increased from 69.01% to 95.61%. The Company recorded effect of the change in its interest in KRH, amounting to JPY 126.4 million (Baht 38.9 million) in other components of equity under shareholders’ equity in the consolidated statement of financial position. Kabushiki Kaisha Kiroro Associates Co., Ltd. (“KA”) On June 2014, KA reduced its issued and fully paid share capital and share premium from JPY 750 million to JPY 60 million, with the capital and share premium reduction of JPY 690 million to be used to offset the deficit. 232 Acquisitions of the businesses of Thai Property Public Company Limited (“TPROP”) and Grande Asset Hotels and Property Public Company Limited (“GRAND”) On 29 July 2014, the Extraordinary General Meeting of the Company’s shareholders passed the following significant resolutions: a) To approve the Company’s acquisition of the business of TPROP through a tender offer for all shares of TPROP, whereby the Company is to settle the consideration due to those shareholders of TPROP who accept the tender offer with additionally issued ordinary shares of the Company, at a swap ratio of 2 shares of TPROP for 1 share of the Company (or equivalent to 1 share of TPROP to 0.5 share of the Company), with any fractions of shares of TPROP after the swap calculation settled in cash at a price of Baht 0.57 per share. However, the above is subject to the condition that when the said tender offer period ends, the total number of shareholders of TPROP who accept the tender offer represent not less than 75% of the total number of issued and paid-up shares of TPROP. b) To approve the Company’s purchase of the shares of GRAND (in the event that the acquisition of TPROP is accomplished, resulting in the Company gaining significant control over GRAND) by means of a tender offer for all shares of GRAND, whereby the Company will settle the consideration due to those shareholders of GRAND who accept the tender offer with additionally issued ordinary shares of the Company at a swap ratio of 114 shares of GRAND to 131 shares of the Company (or equivalent to 1 share of GRAND to 1.149123 shares of the Company), with any fractions of shares of GRAND after the swap calculation to be paid in cash at a price of Baht 1.31 per share. c) To approve the reduction of the registered capital of the Company, from the existing amount of Baht 5,961,161,256 (5,961,161,256 ordinary shares with a par value of Baht 1 each) to Baht 5,960,980,722 (5,960,980,722 ordinary shares with a par value of Baht 1 each) by canceling the 180,534 registered ordinary shares which were reserved to accommodate the exercise of expired warrants (PF-W2), with a par value of Baht 1 each, totaling Baht 180,534. d) To approve the increase of the registered capital of the Company from Baht 5,960,980,722 (5,960,980,722 ordinary shares with a par value of Baht 1 each) to Baht 10,737,610,610 (10,737,610,610 ordinary shares with a par value of Baht 1 each) by issuing 4,776,629,888 new ordinary shares, with a par value of Baht 1 each, in order to comply with the conditions of the tender offers for all shares of TPROP and GRAND, as detailed above, and also because the said tender offer may result in the Company having to adjust the exercise rights of the holders of warrants (PF-W3). e) To approve the allotment of 4,776,629,888 newly issued ordinary shares of the Company with a par value of Baht 1 as detailed below. 1) 1,596,592,736 new ordinary shares with a par value of Baht 1 each to accommodate the tender offer for all shares of TPROP. 2) 3,161,773,631 new ordinary shares with a par value of Baht 1 each to accommodate the tender offer for all shares of GRAND. 3) 18,263,521 new ordinary shares with a par value of Baht 1 each to accommodate the adjustment of the exercise rights of the warrants (PF-W3).

On 4 August 2014, the Company submitted the filing information for the issue and offering of the above additional ordinary shares to the Securities and Exchange Commission. However, on 26 February 2015, a meeting of the Company’s Board of Directors passed a resolution to approve the withdrawal of the filing and a change in the method by which the consideration for the tender offers for shares of TPROP and GRAND would be settled, from payment in the form of additional ordinary shares to payment in cash from operation and loans for the tender offers for shares of TPROP at a price of Baht 0.57 per share and payment in cash from additional ordinary shares and loans from financial institutions for the tender offers for shares of GRAND at a price of Baht 1.35 per share (or Baht 1.29 per share after GRAND pays a stock dividend). 233 13. Investment in associate On 21 August 2014, the Company and an unrelated company entered into an agreement granting rights to purchase and to sell shares. This gave that unrelated company a call option for 359,999,640 shares of Krungthep Land Public Company Limited (“Krungthep Land”), representing the 20.22% of the issued shares of Krungthep Land that were held by the Company. In addition, it gave the Company a put option to sell the shares to that company. The call option could be exercised from 15 November 2014 to 31 December 2014 while the Company can exercise its put option from 1 January 2015 to 31 December 2015. The agreed price was Baht 2 per share, or a total of approximately Baht 720 million. Subsequently, on 12 December 2014, the Company sold the Krungthep Land shares to that company and recorded a gain of Baht 77.3 million (Separate financial statements: Baht 360.0 million), which is separately presented as “Gain on sale of investment in associate” in profit or loss for the year 2014. The Company had share of income from investment in associate for the year 2014 (from 1 January 2014 to 12 December 2014) amounting to Baht 60.0 million (2013: Baht 59.8 million).

14. Other long-term investments (Unit: Thousand Baht) Consolidated and separate financial statements 2014 2013 Available-for-sale securities Domestic marketable equity securities 109,670 109,767 Less: Allowance for revaluation (7,448) (3,120) 102,222 106,647 Other investment Domestic non-marketable equity security 4,275 4,275 Other long-term investments, net 106,497 110,922

15. Land held for development (Unit: Thousand Baht) Consolidated Separate financial statements financial statements 2014 2013 2014 2013 Land held for development 4,525,184 6,156,027 3,512,596 5,147,753 Less: Allowance for impairment (72,133) (93,788) (67,803) (89,563) Land held for development, net 4,453,051 6,062,239 3,444,793 5,058,190 Mortgaged as collateral for credit facilities, guarantees and debentures 2,179,154 3,448,314 1,377,359 2,827,089

234 On 8 May 2014, the Company and its subsidiary entered into an agreement to purchase and to sell land with a net book value of Baht 1,087.4 million with an unrelated company, at a price of Baht 1,700.0 million. This sale was in accordance with a resolution of the meeting of the Company’s Board of Directors held on 22 April 2014. Subsequently, on 29 September 2014, the Company and its subsidiary registered the transfer of ownership of the land and received Baht 700.0 million and promissory notes amounting to Baht 1,000.0 million for which the Company received 2 promissory notes of Baht 500.0 million each, both avaled by a bank and maturing in December 2015. The promissory notes have been used to secure letters of guarantee issued by a bank as security for debentures of the Company. During the year 2014, the Company recorded allowance for impairment of land held for development based on appraisal reports prepared by independent valuers by Baht 0.9 million (2013: Nil), and recorded reversal of allowance for impairment of land held for development based on appraisal reports prepared by independent valuers by Baht 22.5 million (2013: Nil). The Company presented the net amount of these transactions under “Other income” in the profit or loss. 16. Advances for purchases of land (Unit: Thousand Baht) Consolidated S e p a r a t e financial statements financial statements 2014 2013 2014 2013 Advances paid to landowners under agreements to purchase and to sell land (1) 335,302 351,852 260,722 253,095 Advances paid to agents in acquiring land(2) 109,335 308,275 109,335 233,821 Total 444,637 660,127 370,057 486,916 (1) Values of agreements to purchase and to sell land 2,851,014 1,272,805 2,415,259 871,351 (2) As at 31 December 2014, advances paid to agent who is employee of the Company amounting to Baht 4.3 million (2013: employees of the Company amounting to Baht 20.7 million, management of the subsidiaries amounting to Baht 105.0 million and the existing shareholder of a subsidiary amounting to Baht 74.5 million) 17. Investment properties The investment properties of its subsidiaries are shopping malls and commercial area for rent. The net book value of investment properties as at 31 December 2014 and 2013 is presented below. (Unit: Thousand Baht) Consolidated financial statements Project under Project developed Total development 31 December 2014 Cost 212,658 1,327,985 1,540,643 Less Accumulated depreciation (249) - (249) Net book value 212,409 1,327,985 1,540,394 31 December 2013 Cost - 967,145 967,145 Book value - 967,145 967,145 235 A reconciliation of the net book value of investment properties for the years 2014 and 2013 is presented below. (Unit: Thousand Baht) Consolidated financial statements 2014 2013 Net book value at beginning of year 967,145 - Acquisition of assets 407,257 - Amortisation of leasehold rights to investment properties 27,609 - Transfers - 967,145 Capitalised interest(1) 77,144 - Increase from accrued land rental expenses 61,488 - Depreciation charged (249) - Net book value at end of year 1,540,394 967,145 (1) Interest is charged at the rates 4.77% - 10.48% per annum The fair value of the above investment properties for project development, including leasehold rights, amounted to Baht 659.7 million (the net book value of the investment properties was Baht 461.3 million and that of leasehold rights was Baht 111.4 million, for a total of Baht 572.7 million). The fair value above has been determined based on valuation performed by an accredited independent valuer. The fair value of the land of the project has been determined based on market prices, while that of the shopping mall and commercial areas for rent have been determined using the income approach. Key assumptions used in the valuation include yield rate, inflation rate, long-term vacancy rate and long-term growth in real rental rates. The shopping mall and commercial areas for rent are under development, and the subsidiary expects to be able to reliably measure the fair value of these properties when construction is complete. The subsidiary has pledged investment properties amounting to approximately Baht 459.0 million (2013: Baht 459.0 million) as collateral against credit facilities received from a financial institution.

236 18. Property, plant and equipment (Unit: Thousand Baht) Consolidated financial statements Office Office and buildings hotel and Hotel Hotel building furniture and Tools and Motor Construction Land clubhouses buildings improvements fixtures ÒÞâÖÝÚÒÛáĢ Vehicles in progress Others Total Cost 1 January 2013 148,544 292,929 391,422 162,903 549,661 105,431 71,286 30,555 36,107 1,788,838 Additions - 89 11,759 1,811 52,453 38,296 1,684 23,221 1,714 131,027 Disposals/written-off - - - - (27,460) (35) (6,684) - (909) (35,088) Transfer in (out) - 1,084 590 (590) 656 29,328 - (31,068) - - Translation adjustment (6,180) - (45,808) (19,065) (34,636) - (2,958) - (356) (109,003) 31 December 2013 142,364 294,102 357,963 145,059 540,674 173,020 63,328 22,708 36,556 1,775,774 Additions - - 1,633 17,774 51,549 1,164 2,192 30,092 17,957 122,361 Disposals/written-off - - - (322) (9,215) (6,720) (6,499) - - (22,756) Transfer in (out) - - - - 907 - - (907) - - Translation adjustment (5,838) - (44,825) (18,129) (34,397) - (2,579) (2,778) (411) (108,957) 31 December 2014 136,526 294,102 314,771 144,382 549,518 167,464 56,442 49,115 54,102 1,766,422 Accumulated depreciation 1 January 2013 - 173,807 4,153 4,098 358,366 17,134 60,368 - 30,202 648,128 Depreciation for the year - 26,941 14,949 14,725 44,376 22,898 3,208 - 2,175 129,272 Depreciation on disposals - - - - (26,110) (6) (6,647) - (894) (33,657)

237 Transfer to project development costs - - - - - 1,467 - - - 1,467 Translation adjustment - - (575) (605) (23,586) - (2,226) - (38) (27,030) 238 (Unit: Thousand Baht) Consolidated financial statements Office Office and buildings hotel and Hotel Hotel building furniture and Tools and Motor Construction Land clubhouses buildings improvements fixtures ÒÞâÖÝÚÒÛáĢ Vehicles in progress Others Total 31 December 2013 - 200,748 18,527 18,218 353,046 41,493 54,703 - 31,445 718,180 Depreciation for the year - 19,124 14,773 14,797 46,704 24,681 3,072 - 2,619 125,770 Depreciation on disposals - - - - (8,671) (3,482) (6,460) - - (18,613) Transfer to project development costs - - - - 6 2,888 - - - 2,894 Translation adjustment - - (3,960) (3,905) (23,501) - (2,450) - (292) (34,108) 31 December 2014 - 219,872 29,340 29,110 367,584 65,580 48,865 - 33,772 794,123 Allowance for impairment 1 January 2013 5,396 3,704 ------9,100 31 December 2013 5,396 3,704 ------9,100 31 December 2014 5,396 3,704 ------9,100 Net book value 31 December 2013 136,968 89,650 339,436 126,841 187,628 131,527 8,625 22,708 5,111 1,048,494 31 December 2014 131,130 70,526 285,431 115,272 181,934 101,884 7,577 49,115 20,330 963,199 Depreciation for the years 2013 (Baht 43.4 million included in cost of hotel operations and the balance included in administrative expenses) 129,272 2014 (Baht 45.9 million included in cost of hotel operations and the balance included in administrative expenses) 125,770 (Unit: Thousand Baht) Separate financial statements Office buildings Furniture Motor Construction Land and clubhouses and fixtures vehicles in progress Others Total Cost 1 January 2013 95,738 250,131 192,029 36,215 1,084 20,198 595,395 Additions - - 16,835 1,545 1,046 733 20,159 Disposals - - (26,976) (6,647) - (894) (34,517) Transfer in (out) - 1,084 656 - (1,740) - - 31 December 2013 95,738 251,215 182,544 31,113 390 20,037 581,037 Additions - - 9,318 602 517 - 10,437 Disposals - - (99) (4,425) - - (4,524) Transfer in (out) - - 907 - (907) - - 31 December 2014 95,738 251,215 192,670 27,290 - 20,037 586,950 Accumulated depreciation 1 January 2013 - 152,004 133,364 32,665 - 19,867 337,900 Depreciation for the year - 23,079 21,394 1,038 - 191 45,702 Depreciation on disposals - - (26,047) (6,647) - (895) (33,589) 31 December 2013 - 175,083 128,711 27,056 - 19,163 350,013 Depreciation for the year - 15,173 19,856 1,245 - 262 36,536 Depreciation on disposals - - (75) (4,424) - - (4,499) 31 December 2014 - 190,256 148,492 23,877 - 19,425 382,050 239 240 (Unit: Thousand Baht) Separate financial statements Office buildings Furniture Motor Construction Land and clubhouses and fixtures vehicles in progress Others Total Allowance for impairment 1 January 2013 5,396 3,704 - - - - 9,100 31 December 2013 5,396 3,704 - - - - 9,100 31 December 2014 5,396 3,704 - - - - 9,100 Net book value 31 December 2013 90,342 72,428 53,833 4,057 390 874 221,924 31 December 2014 90,342 57,255 44,178 3,413 - 612 195,800 Depreciation for the years as included in administrative expenses 2013 45,702 2014 36,536 As at 31 December 2014, certain plant and equipment items had been fully depreciated but were still in use. The gross carrying amount (before deducting accumulated depreciation and allowance for impairment loss) of those assets amounted to approximately Baht 419.2 million (2013: Baht 209.5 million) (Separate financial statements: Baht 211.3 million (2013: Baht 181.1 million)). On 27 March 2014, a subsidiary in Japan entered into an agreement for the purchase and sale of a 61 timeshare condominium units of a hotel, including land in proportion to the number of rooms owned and various related assets, at a price of JPY 1,829 million. The agreement states that the subsidiary is required to renovate the rooms and related assets, in accordance with the details in the agreement, before the closing date, which is to be within 1 August 2015. Currently, the subsidiary has now revised the renovation plans, resulting in cancellation of the agreement for the purchase and sale of condominium units of a hotel, and paid a cancellation fee of JPY 91.5 million (equivalent to Baht 28.1 million), which is presented under administrative expenses in profit or loss for the year 2014.

19. Leasehold rights (Unit: Thousand Baht) Consolidated S e p a r a t e financial statements financial statements Cost 1 January 2013 699,208 92,000 Additions 594,635 - Increase from acquisition of subsidiary 275,481 - 31 December 2013 1,569,324 92,000 Additions 6,194 - Transfer from advances for purchases of land 62,730 - 31 December 2014 1,638,248 92,000 Accumulated amortisation 1 January 2013 63,730 48,760 Amortisation for the year 26,349 3,211 31 December 2013 90,079 51,971 Amortisation for the year 45,217 3,211 31 December 2014 135,296 55,182 Allowance for impairment 31 December 2013 189,844 - 31 December 2014 189,844 - Net book value 31 December 2013 1,289,401 40,029 31 December 2014 1,313,108 36,818 Amortisation for the years 2013 (Consolidated financial statements: Baht 19.4 million included in investment properties and the balance included in administrative expenses and separate financial statements: included in administrative expenses) 26,349 3,211 2014 (Consolidated financial statements: Baht 27.6 million included in investment properties and the balance included in administrative expenses and separate financial statements: included in administrative expenses) 45,217 3,211

241 242 Leasehold rights is detailed below. The Company Rental throughout Agreement date Counterparty Lease term Lease period Upfront fee the contract period Total (Million Baht) (Million Baht) (Million Baht) 23 July 1997 Individual 30 years 1 August 1996 to 1 August 2026 27.0 36.0 63.0 We Retail Public Company Limited Rental throughout Agreement date Counterparty Lease term Lease period Upfront fee the contract period Total Remark (Million Baht) (Million Baht) (Million Baht) 22 May 2013 Crown Property Bureau 30 years 1 April 2015 to 31 March 2045 27.5 113.7 141.2 a) 30 May 2013 Individual 30 years 1 June 2013 to 31 May 2043 9.5 23.8 33.3 a) According to the land lease agreement, no rental will be collected during the construction period of 2 years, from 1 April 2013 to 31 March 2015. Centrepoint Shopping Mall Company Limited Rental throughout the Agreement date Counterparty Lease term Lease period Upfront fee contract period Total (Million Baht) (Million Baht) (Million Baht) 26 years 8 April 2010 Individual 8 months 8 April 2010 to 31 December 2036 129.0 249.6 378.6 23 August 2012 A company 30 years 1 January 2015 to 31 December 2044 740.5 1,785.0 2,525.5 Ramintra Mall Company Limited (Formerly known as “Mariya Stuff Company Limited” Rental throughout Agreement date Counterparty Lease term Lease period Upfront fee the contract period Total Remark (Million Baht) (Million Baht) (Million Baht) 9 April 2013 and 26 August 2014 (extended period) Individual 33 years 9 April 2013 to 31 March 2046 227.0 302.4 529.4 b) 24 September 2014 Individual 33 years 1 February 2017 to 31 January 2047 33.0 172.1 205.1 c) b) According to the land lease agreement, no rental will be collected during the construction period of 2 years, from 9 April 2013 to 31 March 2015. c) According to the land lease agreement, no rental will be collected during the construction period, from 24 September 2014 to 31 January 2017. 20.Trade and other payables (Unit: Thousand Baht) Consolidated Separate financial statements financial statements 2014 2013 2014 2013 Trade accounts payable - related companies 4,474 2,879 1,006 25,337 Trade accounts payable 1,518,060 1,869,183 898,051 767,361 Amounts due to related companies - - - 2,770 Creditors per rehabilitation plan 10,479 9,996 - - Retention payable 96,636 99,059 36,386 35,961 Accrued interest expenses - related companies - - 5,366 349 Accrued interest expenses 63,073 139,235 59,089 136,286 Accrued expenses 639,829 540,285 246,079 168,752 Other payables 78,918 3,960 7,200 - Total trade and other payables 2,411,469 2,664,597 1,253,177 1,136,816 21. Notes payable - leasehold rights (Unit: Thousand Baht) Consolidated financial statements 2014 2013 Notes payable - leasehold rights 20,000 285,368 Less: Current portion (10,000) (265,368) Notes payable - leasehold rights, net of current portion 10,000 20,000 The promissory notes are avaled by a financial institution, and an aval is secured by fixed deposits.

22. Notes payable The details of the notes payable are as follows: Consolidated financial statements 2014 2013 Maturity date (Million Baht) Property Perfect Plc. 380.5 187.8 May 2015 Estate Perfect Co., Ltd. 55.9 - March 2015 Bright Development Bangkok Co., Ltd. 81.1 117.8 May 2015 Residence Number Nine Co., Ltd. 87.3 87.3 June 2015 Chiangmai Development Co., Ltd. 119.6 119.6 May 2015 Total 724.4 512.5 243 Separate financial statements 2014 2013 Maturity date (Million Baht) Property Perfect Plc. 380.5 187.8 May 2015 Total 380.5 187.8 The promissory notes are subject to interest at rates of 6.50% - 7.38% per annum and interest at a rate tied to the minimum overdraft rate (MOR) and secured by the mortgage of parts of the project land of the Company and its subsidiaries. In addition, the Company has provided guarantees for its subsidiaries’ promissory notes. 23. Bills of exchange payable The details of the bills of exchange payable are as follows: Consolidated and separate financial statements 2014 2013 Maturity date (Million Baht) Property Perfect Plc. 636.2 - June 2015 Total 636.2 - The bills of exchange payable are subject to interest at rates of 4.70% - 4.80% per annum and not collateralised.

24. Debentures (Unit: Thousand Baht) Consolidated and separate financial statements 2014 2013 Secured debentures No. 1/2012#1 - 499,226 Secured debentures No. 1/2012#2 1,999,243 1,992,050 Secured debentures No. 2/2012 2,979,472 2,956,796 Short-term unsecured debentures No. 2/2013#1 - 800,000 Short-term unsecured debentures No. 2/2013#2 - 1,000,000 Short-term unsecured debentures No. 3/2013#1 - 2,000,000 Short-term unsecured debentures No. 1/2014 2,000,000 - Unsecured debentures No. 1/2013 2,000,000 2,000,000 Unsecured debentures No. 1/2014 2,200,000 - Unsecured debentures No. 2/2014 2,400,000 - Total debentures - net of issuing costs 13,578,715 11,248,072 Less: Current portion (8,978,715) (4,299,226) Debentures - net of current portion 4,600,000 6,948,846 244 The debentures are detailed below. Total value Coupon rate Unit par (Thousand (% per Debentures Unit (Baht) Baht) Issue date Term Maturity date annum) Remark Secured debentures No. 1/2012#1 500,000 1,000 500,000 15 March 2012 2 years Repayment in 2014 5.35 Secured debentures No. 1/2012#2 2,000,000 1,000 2,000,000 15 March 2012 3 years 15 March 2015 5.35, 6.25 a) Secured debentures No. 2/2012 3,000,000 1,000 3,000,000 9 November 2012 3 years 9 November 2015 5.45 b) Short-term unsecured debentures No. 2/2013#1 800,000 1,000 800,000 19 April 2013 270 days Repayment in 2014 4.60 Short-term unsecured debentures No. 2/2013#2 1,000,000 1,000 1,000,000 8 May 2013 270 days Repayment in 2014 4.60 Short-term unsecured debentures No. 3/2013#1 2,000,000 1,000 2,000,000 8 November 2013 270 days Repayment in 2014 4.70 Short-term unsecured debentures No. 1/2014 2,000,000 1,000 2,000,000 18 December 2014 270 days 14 September 2015 4.95 Unsecured debentures No. 1/2013 2,000,000 1,000 2,000,000 28 June 2013 2 years 28 June 2015 6.05 Unsecured debentures No. 1/2014 2,200,000 1,000 2,200,000 1 August 2014 1.5 years 1 February 2016 5.80 Unsecured debentures No. 2/2014 2,400,000 1,000 2,400,000 1 October 2014 2 years 1 October 2016 5.90 a) Secured by letter of guarantee provided by a financial institution of Baht 1,200 million b) Secured by letter of guarantee provided by a financial institution of Baht 1,800 million The debenture agreements contain several covenants which, among other things, require the Company to maintain debt-to-equity ratio at the rate prescribed in the agreements. 245 25. Long-term loans (Unit: Thousand Baht) Consolidated Separate financial statements financial statements 2014 2013 2014 2013 Long-term loans 4,293,614 6,611,879 2,533,258 3,742,484 Less: Current portion (747,145) (747,169) (381,764) (331,229) Long-term loans - net of current portion 3,546,469 5,864,710 2,151,494 3,411,255 The outstanding long-term loans are detailed as follows: The Company Long-term loans consist of loans granted by three financial institutions. The details are as follows: Balance End of contract date 2014 2013 (Million Baht) 1) A facility of Baht 650.0 million - 29.2 Repayment in 2014 2) A facility of Baht 679.0 million 279.1 126.0 May 2016 3) A facility of Baht 198.0 million 176.0 176.0 June 2016 4) A facility of Baht 835.1 million - 226.4 Repayment in 2014 5) A facility of Baht 933.0 million 146.0 278.0 October 2016 6) A facility of Baht 450.0 million 150.7 450.0 October 2015 7) A facility of Baht 450.0 million 94.7 210.7 February 2015 8) A facility of Baht 900.0 million 30.3 275.0 April 2016 9) A facility of Baht 900.0 million 268.4 319.3 January 2018 10) A facility of Baht 1,701.4 million 217.0 217.0 January 2018 11) A facility of Baht 370.0 million 136.4 179.0 October 2015 12) A facility of Baht 1,250.0 million 427.2 601.7 February 2017 13) A facility of Baht 1,861.0 million 282.9 282.9 March 2018 14) A facility of Baht 380.0 million 63.8 131.3 May 2016 15) A facility of Baht 650.0 million 102.1 240.0 February 2017 16) A facility of Baht 483.7 million 158.7 - June 2019 Total 2,533.3 3,742.5 Less: Current portion (381.8) (331.2) Long-term loans - net of current portion 2,151.5 3,411.3 The loans are subject to interest at a rate tied to the minimum loan rate (MLR) and are to be repaid at rates of not less than 60% - 80% of the selling price each time that a plot of land or condominium unit is redeemed from mortgage. They are 246secured by the mortgage of parts of the Company’s project land and construction. The subsidiaries Long-term loans consist of loans granted by five financial institutions. The details are as follows: Balance End of contract date 2014 2013 (Million Baht) 1) A facility of Baht 385.0 million - 30.9 Repayment in 2014 2) A facility of Baht 278.8 million - 102.2 Repayment in 2014 3) A facility of Baht 343.0 million 110.0 110.0 November 2015 4) A facility of Baht 650.0 million 236.4 220.0 September 2017 5) A facility of Baht 652.0 million 248.8 222.3 April 2017 6) A facility of Baht 215.6 million 128.6 161.1 June 2018 7) A facility of Baht 333.0 million 117.8 - January 2019 8) A facility of Baht 480.0 million - 159.0 Repayment in 2014 9) A facility of Baht 1,632.0 million 259.1 259.1 May 2017 10) A facility of Baht 440.3 million - 262.3 Repayment in 2014 11) A facility of Baht 401.2 million - 86.8 Repayment in 2014 12) A facility of Baht 515.4 million - 119.1 Repayment in 2014 13) A facility of Baht 194.2 million - 103.3 Repayment in 2014 14) A facility of Baht 218.0 million - 103.7 Repayment in 2014 15) A facility of Baht 108.9 million - 60.6 Repayment in 2014 16) A facility of Baht 772.0 million 160.0 160.0 August 2015 17) A facility of Baht 370.3 million 80.8 97.8 June 2024 18) A facility of Baht 305.0 million 39.7 29.6 January 2016 19) A facility of Baht 198.6 million 169.6 184.7 December 2022 20) A facility of Baht 646.0 million 11.2 85.5 October 2015 21) A facility of Baht 228.5 million - 17.2 Repayment in 2014 22) A facility of Baht 425.0 million 10.2 154.9 February 2017 23) A facility of Baht 391.0 million 153.1 104.3 October 2018 24) A facility of Baht 35.0 million 35.0 35.0 December 2018 Total 1,760.3 2,869.4 Less: Current portion (365.3) (416.0) Long-term loans - net of current portion 1,395.0 2,453.4 The loans are subject to interest at a rate tied to the minimum loan rate (MLR) and are to be repaid at rates of not less than 50% - 70% of the selling price each time that a plot of land or condominium unit is redeemed from mortgage or in monthly installments as stipulated in the agreements. They are secured by the guarantee provided by the Company as discussed in Note 37.4 a) to the financial statements, and the mortgage of parts of the subsidiaries’ project land and construction.

247 The loan agreements contain several covenants which, among other things, require the Company and its subsidiaries to maintain debt-to-equity ratio at the rate prescribed in the agreements. As at 31 December 2014, the long-term credit facilities of the Company and its subsidiaries which have not been drawn down amounted to Baht 9,856.1 million (2013: Baht 11,528.0 million). 26. Provision for long-term employee benefits Provision for long-term employee benefits, which represents compensation payable to employees after they retire from the company, was as follows: (Unit: Thousand Baht) Consolidated Separate financial statements financial statements 2014 2013 2014 2013 Defined benefit obligation at beginning of year 140,732 128,120 98,154 87,342 Current service cost 11,095 11,253 7,929 7,796 Interest cost 4,913 4,042 3,185 3,016 Benefits paid during the year (2,943) (989) - - Increase due to effect from transfers 895 - 5,995 - Translation adjustments (1,509) (1,694) - - Actuarial loss 31,397 - 30,582 - Defined benefit obligation at end of year 184,580 140,732 145,845 98,154 Unrecognised actuarial loss (48,415) (17,611) (45,101) (15,066) Unrecognised transitional provisions (14,722) (29,443) (11,288) (22,575) Provisions for long-term employee benefits at end of year 121,443 93,678 89,456 60,513 Long-term employee benefit expenses included in the profit or loss under selling and administrative expenses were as follows: (Unit: Thousand Baht) Consolidated Separate financial statements financial statements 2014 2013 2014 2013 Current service cost 11,095 11,253 7,929 7,796 Interest cost 4,913 4,042 3,185 3,016 Increase due to effect from transfers 895 - 5,995 - Actuarial loss recognised during the year 592 784 547 706 Transitional liability recognised during the year 14,721 14,648 11,287 11,288 Total expense recognised in profit or loss 32,216 30,727 28,943 22,806

248 Principal actuarial assumptions at the valuation date were as follows: Consolidated Separate financial statements financial statements (% per annum) (% per annum) Discount rate 2.0, 3.0, 3.5 3.0, 3.5 Future salary increase rate 5.0 - 7.0 5.0 - 7.0 Staff turnover rate 0.0 - 22.9 0.0 - 22.9 Amounts of defined benefit obligation and experience adjustments on the obligation for the current and previous four periods were as follows: (Unit: Thousand Baht) Defined benefit obligation Experience adjustments on the obligation Consolidated Separate Consolidated Separate financial statements financial statements financial statements financial statements Year 2014 184,580 145,845 21,543 22,393 Year 2013 140,732 98,154 - - Year 2012 128,120 87,342 - - Year 2011 102,404 80,514 4,638 4,051 Year 2010 73,484 56,439 - -

27. Provisions (Unit: Thousand Baht) Consolidated and separate financial statements 2014 2013 Balance as at beginning of year 42,166 - Provision for loss arising from rental guarantee - 45,306 Payment for rental guarantee (26,733) (3,140) Revision of provision 24,031 - Balance as at end of year 39,464 42,166 Current 21,110 18,457 Non-current 18,354 23,709

249 Rental guarantee for the Fund On 30 October 2013, a subsidiary sold its dormitories to Uniloft Property Fund (“the Fund”), for a total consideration of Baht 514 million. In accordance with a resolution of a meeting of Board of Directors of the Company on 8 August 2013, the Company invested Baht 100.5 million in the Fund, giving it a 19.52% interest. The Company also entered into an operating lease agreement with the Fund in order to rent the properties for 3 years with rental rate set at Baht 43.5 million per annum, and the Fund having the right to extend the lease for a further year, with the same rental rate and conditions as for the first 3 years. The Company and its subsidiaries have no agreements or contracts, and commitments or options to buy back these properties in the future. Therefore, the sale and the cost of the sale of the properties were recognised in the consolidated profit or loss for the year 2013. However, the management’s assessment was that, in substance, the operating lease agreement was a guarantee of rental for the Fund over the period of 4 years, and was thus an onerous contract. Therefore, the management estimated the cost of the expenses expected to be incurred as a result of providing this rental guarantee, based on the present value of the difference between the projected dormitory rental income from individuals and the rental expense the Company has contracted to pay to the Fund over the period of 4 years, calculated on the basis of assumptions that were appropriate to the operating results and circumstances of the dormitories at that time. The Company thus recognised provision for the loss from the rental guarantee of Baht 45.3 million and recorded it as a separate item under the heading of “Loss arising from rental guarantee” in the profit or loss for the year 2013. As at 31 December 2014, the Company revisited the provision for loss arising from rental guarantees, based on certain changes in the assumptions such as rental rate, occupancy rate and discount rate. The Company’s management believes that the underlying assumptions are appropriate in the current circumstances. The Company therefore recorded additional provision of Baht 24.0 million and presented it as a separate item under the heading of “Loss arising from rental guarantee” in profit or loss for the year 2014. As at 31 December 2014, future minimum sublease payments expected to be received under non-cancellable subleases of the dormitories totaled approximately Baht 5.9 million (2013: Baht 8.7 million). During the year 2014, the Company recognised subleasing revenue of Baht 16.8 million (2013: Baht 4.1 million). 28. Share capital/Share discount On 29 July 2014, the Extraordinary General Meeting of the Company’s shareholders passed the following significant resolutions: a) To approve the reduction of the registered capital of the Company, from the existing amount of Baht 5,961,161,256 (5,961,161,256 ordinary shares with a par value of Baht 1 each) to Baht 5,960,980,722 (5,960,980,722 ordinary shares with a par value of Baht 1 each) by canceling the 180,534 registered ordinary shares which were reserved to accommodate the exercise of expired warrants (PF-W2), with a par value of Baht 1 each, totaling Baht 180,534. b) To approve the increase of the registered capital of the Company from Baht 5,960,980,722 (5,960,980,722 ordinary shares with a par value of Baht 1 each) to Baht 10,737,610,610 (10,737,610,610 ordinary shares with a par value of Baht 1 each) by issuing 4,776,629,888 new ordinary shares, with a par value of Baht 1 each, in order to comply with the conditions of the tender offers for all shares of TPROP and GRAND and also because the said tender offer may result in the Company having to adjust the exercise rights of the holders of warrants (PF-W3), as discussed in Note 12 to the financial statements.

250 The Company registered the decrease and increase in its registered share capital with the Ministry of Commerce on 31 July 2014. As at 31 December 2014, the Company’s issued and paid up share capital was increased to Baht 5,782,951,655 (5,782,951,655 ordinary shares with a par value of Baht 1 each), as a result of Baht 21,000 of ordinary shares with a par value of Baht 1 each issued for the exercise of warrants (PF-W3) as discussed in Note 29 to the financial statements. The Company registered the increase in its capital with the Ministry of Commerce on 9 October 2014.

29. Warrants The Annual General Meeting of the Company’s shareholders held on 27 April 2012 passed a resolution to approve the issue of the warrants to the Company’s existing shareholders (PF-W3) in a ratio of 1 warrant for every 2 new ordinary shares to be offered to the Company’s existing shareholders, without specifying the offer price. Details are as follows: Issue date 18 July 2012 No. of warrants granted (Units) 393,865,295 Life of warrants 3 years from the issue date Exercisable Last business day of each quarter from the issue date Exercise price per 1 ordinary share (Baht) 1.00 Exercise ratio (warrant to ordinary share) 1:1 The balances of warrants (PF-W3) are detailed as follows: 2014 2013 Balance as at beginning of year 178,050,002 319,932,694 Exercise during the year (21,000) (141,882,692) Balance as at end of year 178,029,002 178,050,002

30. Statutory reserve Pursuant to Section 116 of the Public Limited Companies Act B.E. 2535, the Company is required to set aside to a statutory reserve at least 5% of its net profit after deducting accumulated deficit brought forward (if any), until the reserve reaches 10% of the registered capital. The statutory reserve is not available for dividend distribution.

251 31. Expenses by nature Significant expenses classified by nature are as follows: (Unit: Thousand Baht) Consolidated Separate financial statements financial statements 2014 2013 2014 2013 Salaries, wages and other employee benefits 1,138,576 1,184,510 490,804 468,459 Depreciation and amortization 143,627 151,314 39,747 49,015 Rental and service expenses from operating lease and service agreements 426,449 425,805 247,475 208,534 Specific business tax and transfer fees 467,936 391,819 250,996 195,867 Marketing expenses 648,245 677,089 381,745 409,259 Project management expenses 276,906 293,563 197,172 214,260 Loss arising from rental guarantee 24,031 45,306 24,031 45,306 Loss on exchange - 13,487 - - Cancellation fee of the agreement for the purchase and sale of condominium units of a hotel 28,129 - - - Real estate development during the year 6,358,052 8,627,254 3,897,157 3,809,880 Changes in real estate projects 1,011,364 (2,318,678) (178,348) (792,292) Finance cost 1,075,605 1,144,918 968,681 898,206 32. Income tax Income tax for the years ended 31 December 2014 and 2013 are made up as follows: (Unit: Thousand Baht) Consolidated Separate financial statements financial statements 2014 2013 2014 2013 Current income tax: Current income tax charge 201,100 72,857 95,014 1,550 Adjustment in respect of income tax of previous year 316 (1,731) 316 (1,731) Deferred tax: Relating to origination and reversal of temporary differences 52,784 (13,568) 16,824 (31,811) Income tax expenses (benefits) reported in the statement of comprehensive income 254,200 57,558 112,154 (31,992)

252 The amounts of income tax relating to each component of other comprehensive income for the years ended 31 December 2014 and 2013 are as follows: (Unit: Thousand Baht) Consolidated Separate financial statements financial statements 2014 2013 2014 2013 Deferred tax relating to loss on change in value of available-for-sale investments 866 70 866 70 866 70 866 70

Reconciliation between income tax expenses (benefits) and the product of accounting profit (loss) multiplied by the applicable tax rates for the years ended 31 December 2014 and 2013. (Unit: Thousand Baht) Consolidated Separate financial statements financial statements 2014 2013 2014 2013 Accounting profit (loss) before tax 656,461 98,979 479,114 (185,336) Income tax at Thai corporate income tax rate of 20% 131,292 19,796 95,823 (37,067) Adjustment in respect of current income tax of previous year 316 (1,731) 316 (1,731) Tax effect of temporary differences 20,626 (5,555) 3,507 - Tax effect of non-deductible expenses 83,009 14,989 13,828 6,975 Tax effect of non-taxable income (13,436) (12,171) (1,320) (169) Tax effect of loss for the year at corporate income tax rate of subsidiaries 61,855 59,253 - - Difference of tax rates in group companies (29,462) (20,032) - - Others - 3,009 - - Income tax expenses (benefits) reported in the statement of comprehensive income 254,200 57,558 112,154 (31,992) The tax rate enacted at the end of the reporting period of the Company and its subsidiaries is between 0% and 43.48% (2013: 0% and 43.48%).

253 The components of deferred tax assets and deferred tax liabilities are as follows: (Unit: Thousand Baht) Statement of financial position Consolidated Separate financial statements financial statement 2014 2013 2014 2013 Deferred tax assets Reduce cost of project development costs to net realisable value and allowance for asset impairment 31,210 42,969 24,968 34,154 Provision for long-term employee benefits 25,916 20,777 17,891 12,103 Provision for loss arising from rental guarantee 7,893 8,433 7,893 8,433 Provision for juridical fund 21,360 18,257 15,899 13,768 Deposits and cash received in advance and installments due per agreements 31,561 106,182 - 24,004 Unused tax loss 132,686 119,126 - - Difference of tax and accounting of borrowing costs 57,395 65,668 57,395 65,668 Difference of tax and accounting of cost of clubhouses 46,994 42,061 40,625 36,961 Deferred income 16,800 - 14,209 - Deferred tax relating to related parties’ transactions 21,164 16,810 - - Others 1,533 1,280 1,533 1,280 Total 394,512 441,563 180,413 196,371 Deferred tax liabilities Revaluation surplus of assets at business combination date (88,536) (107,751) - - Difference of tax and accounting of hotel buildings (21,635) - - - and hotel building improvements Others (1,930) (1,679) - - Total (112,101) (109,430) - - Deferred tax assets - net 282,411 332,133 180,413 196,371 Presented as Deferred tax assets - net 299,881 332,133 180,413 196,371 Deferred tax liabilities - net (17,470) - - - Net 282,411 332,133 180,413 196,371 As at 31 December 2014, the Company and its subsidiaries in Thailand had deductible temporary differences and unused tax losses totaling Baht 105.5 million (2013: Baht 85.3 million) (Separate financial statements: Baht 49.2 million (2013: Baht 24.7 million)) and its subsidiaries in Japan, where the tax bases differ from the tax bases in Thailand, had unused tax losses totaling JPY 3,713.8 million (2013: JPY 2,910.0 million). Deferred tax assets were not recognised as the Company and its subsidiaries believe future taxable profits may not be sufficient to allow utilisation of the temporary differences and unused tax losses. 254 33. Earnings per share Basic earnings per share is calculated by dividing profit (loss) for the year attributable to equity holders of the Company (excluding other comprehensive income) by the weighted average number of ordinary shares in issue during the year. Diluted earnings per share is calculated by dividing profit for the year attributable to equity holders of the Company (excluding other comprehensive income) by the weighted average number of ordinary shares in issue during the year plus the weighted average number of ordinary shares which would need to be issued to convert all dilutive potential ordinary shares into ordinary shares. The calculation assumes that the conversion took place either at the beginning of the year or on the date the potential ordinary shares were issued. The following table sets forth the computation of basic and diluted earnings per share:

Consolidated financial statements Weighted average Earnings Profit number of ordinary shares pershare 2014 2013 2014 2013 2014 2013 Thousand Thousand Thousand Thousand Baht Baht shares shares Baht Baht Basic earnings per share Profit attributable to equity holders of the Company 398,797 82,929 5,782,936 5,724,148 0.06896 0.01449 Effect of dilutive potential ordinary shares Warrants PF-W3 - - 39,388 85,986 Diluted earnings per share Profit of ordinary shareholders assuming the conversion of dilutive potential ordinary shares 398,797 82,929 5,822,324 5,810,134 0.06849 0.01427

Separate financial statements Weighted average Earnings Profit (loss) number of ordinary shares pershare 2014 2013 2014 2013 2014 2013 Thousand Thousand Thousand Thousand Baht Baht shares shares Baht Baht Basic earnings per share Profit (loss) attributable to equity holders of the Company 366,961 (153,344) 5,782,936 5,724,148 0.06346 (0.02679) Effect of dilutive potential ordinary shares Warrants PF-W3 - 39,388 Diluted earnings per share Profit of ordinary shareholders assuming the conversion of dilutive potential ordinary shares 366,961 5,822,324 0.06303 255

Since the warrants (PF-W3) would decrease loss per share in the separate financial statements for the year ended 31 December 2013, the Company had not assumed conversion of the warrants in calculation of diluted earnings per share in the separate financial statements for the year ended 31 December 2013. 34. Financial information by segment Operating segment information is reported in a manner consistent with the internal reports that are regularly reviewed by the chief operating decision maker in order to make decisions about the allocation of resources to the segment and assess its performance. The chief operating decision maker has been identified as Chief Executive Officer. For management purposes, the Company and its subsidiaries are organised into business units based on their products and services and have four reportable segments as follows: w 7KHSURSHUW\GHYHORSPHQWVHJPHQWLQYROYLQJGHYHORSPHQWRIVLQJOHGHWDFKHGKRXVHVWRZQKRXVHVDQGFRQGRPLQLXPV w 7KHFRQVWUXFWLRQVHJPHQWLQYROYLQJVHUYLFHWRFRQVWUXFWVLQJOHGHWDFKHGKRXVHVWRZQKRXVHVDQGFRQGRPLQLXPV of the Group w 7KHVHUYLFHVHJPHQWLQYROYLQJRSHUDWLQJFOXEKRXVHVRIWKH*URXS w 7KHKRWHOVHJPHQWLQYROYLQJKRWHORSHUDWLRQLQ-DSDQ The basis of accounting for any transactions between reportable segments is consistent with that for third party transactions. The following tables present revenue, profit and loss and total assets information regarding the Company and its subsidiaries’ operating segments for the years ended 31 December 2014 and 2013, respectively. (Unit: Thousand Baht) Total Adjustments Year ended Property reportable and 31 December 2014 development Construction Service Hotel segments eliminations Consolidated Revenue from external customers 11,584,341 - 500 844,710 12,429,551 - 12,429,551 Inter-segment revenues - 167,360 7,614 - 174,974 (174,974) - Total revenues 11,584,341 167,360 8,114 844,710 12,604,525 (174,974) 12,429,551 Segment profit (loss) 3,751,850 (31,813) (254) 194,116 3,934,271 (19,142) 3,894,757

(Unit: Thousand Baht) Total Adjustments Year ended Property reportable and 31 December 2013 development Construction Service Hotel segments eliminations Consolidated Revenue from external customers 9,999,475 - - 1,018,433 11,017,908 - 11,017,908 Inter-segment revenues - 705,037 20,185 - 725,222 (725,222) - Total revenues 9,999,475 705,037 20,185 1,018,433 11,743,130 (725,222) 11,017,908 Segment profit (loss) 3,269,181 (84,091) (680) 382,220 3,584,774 67,934 3,634,564

256 Geographic information Revenues from external customers are based on locations of the customers. (Unit: Thousand Baht) 2014 2013 Revenues from external customers Thailand 11,584,841 9,999,475 Japan 844,710 1,018,433 Total 12,429,551 11,017,908 Non-current assets (other than financial instruments and deferred tax assets) Thailand 7,795,541 8,920,745 Japan 619,337 643,105 Total 8,414,878 9,563,850 35. Provident fund The Company, its subsidiaries and their employees have jointly established provident funds in accordance with the Provident Fund Act B.E. 2530. The Company, its subsidiaries and their employees contributed to the fund monthly at the rate of 3% - 10% of basic salary. The fund, which is managed by Kasikorn Asset Management will be paid to employees upon termination in accordance with the fund rules. During the year 2014, the Company and its subsidiaries contributed Baht 31.3 million (2013: Baht 28.8 million) (Separate financial statements: Baht 24.1 million (2013: Baht 22.7 million)) to the fund. 36. Dividends Approved by Total dividends Dividend per share Final dividend for 2012 Annual General Meeting of the shareholders on 25 April 2013 Baht 187.5 Million Baht 0.033

37. Commitments and contingent liabilities As at 31 December 2014, the Company and its subsidiaries had commitments as follows: 37.1 Capital commitments a) The Company and its subsidiaries had outstanding commitments of approximately Baht 3,126.3 million (2013: Baht 4,382.3 million) in respect of construction contracts of land and house projects and residential condominium units of which the Company and its subsidiaries had already entered into contracts with subcontractors. b) The Company and its subsidiaries had outstanding capital commitments of approximately Baht 2,515.7 million (2013: Baht 925.6 million) in respect of purchases of land. c) A subsidiary had outstanding capital commitments of approximately Baht 12.8 million (2013: Baht 12.8 million) in respect of land lease for real estate development. d) The subsidiaries had outstanding capital commitment of approximately Baht 245.1 million and JPY 7.4 million (2013: Baht 583.9 million) in respect of construction, a design contract for shopping center, office project, hotel and consulting contract. 257 37.2 Operating lease and service commitments The Company and its subsidiaries have entered into several lease and service agreements in respect of the lease of land, condominium, vehicles, advertising board, office space and various services. The terms of the agreements are generally between 1 and 5 years. Operating lease and service agreements are non-cancellable. Future minimum lease payments required under these non-cancellable operating lease and service contracts were as follows. 2014 2013 Payable within: Less than 1 year Baht 89.4 million and JPY 3.2 million Baht 101.7 million 2 to 5 years Baht 42.5 million and JPY 7.2 million Baht 65.0 million During the year 2014, the Company and its subsidiaries recognised rental and service expenses of Baht 417.2 million (2013: Baht 425.8 million) (Separate financial statements: Baht 247.5 million (2013: Baht 208.5 million)). 37.3 Service lease commitment a) A subsidiary had a consultation agreement in respect of the real estate project with a company, effective from October 2013 to December 2016. Under the conditions of the agreements, the subsidiary is to pay a monthly service fee as stipulated in agreement. During the year 2014, the subsidiary recognised fee expenses of Baht 7.5 million (2013: Baht 1.9 million). b) The Company and its subsidiary had financial consultation agreements with related individual and company dated 18 March 2013 and 2 January 2014. Under the conditions of the agreements, the Company and its subsidiary are to pay a monthly service fee as stipulated in agreements. During the year 2014, the Company and its subsidiary recognised fee expenses of Baht 3.6 million (2013: Baht 2.5 million) (Separate financial statements: Baht 2.4 million (2013: Baht 2.0 million)). c) The Company had a financial consultation agreement with a company dated 1 April 2014 in respect of acquisitions of the businesses of TPROP and GRAND. Under the conditions of the agreement, the Company is to pay a success fee as stipulated in agreement when the Securities and Exchange Commission approves the issue and offering of the additional ordinary shares as discussed in Note 12 to the financial statements. 37.4 Guarantees a) The Company has guaranteed bank credit facilities of its subsidiaries amounting to Baht 9,430.8 million (2013: Baht 12,133.8 million). b) There were outstanding bank guarantees of approximately Baht 3,610.5 million (2013: Baht 4,120.8 million) issued by the banks on behalf of the Company and its subsidiaries in respect of certain performance bonds as required in the normal course of business. These included letters of guarantee amounting to Baht 610.5 million (2013: Baht 820.8 million) to guarantee the public utilities and Baht 3,000.0 million (2013: Baht 3,300.0 million) to guarantee the debentures.

258 37.5 Litigations Outstanding litigation as at 31 December 2014 is detailed below. a) The Company was sued by 88 residents of a project with claims totaling Baht 111.0 million, for damages as a result of breach of contract, accusing the Company of fraud, and claiming depreciation of the land and houses. The Court of First Instance ordered the Company to pay the plaintiffs Baht 7.2 million (including interest at a rate of 7.5% per annum). The Company has appealed to the Court. The cases are currently being considered by the Court of Appeal. However, the management of the Company believes that the Company will not incur significant losses as a result of these cases. Therefore, the Company has not set aside provision for losses resulting from this litigation. b) The Company was sued by a housing juristic person and buyers of a project with claims for damages totaling Baht 14.0 million, who charged the Company with selling common area land of this project. The case is currently being considered by the Court of First Instance. The management of the Company believes that the Company will not incur significant losses as a result of the case. Therefore, the Company has not set aside provision for losses resulting from the litigation since the plaintiffs do not understand the facts of the case, which are that the Company’s actions were legal. c) The Company was sued by a buyer of a project with claims totaling Baht 6.2 million for damage suffered as a result of the Company consenting to a house extension carried out by another buyer (joint defendant). The Court of First Instance ordered the Company to pay the plaintiff Baht 0.2 million together with interest at a rate of 7.5% per annum. The Company is in the process of appealing the case. However, the management of the Company believes that the Company will not incur significant losses as a result of the case, and the Company has therefore not set aside provision for losses resulting from the litigation. d) The Company was sued by a buyer of a project with claims for damages totaling Baht 5.9 million on the grounds that the buyer’s house in the project had been burgled of a substantial amount of assets. The Court of Appeal ordered the Company and joint defendant to pay the plaintiff Baht 3.2 million, together with interest at a rate of 7.5% per annum. The Company has appealed to the Supreme Court, which is currently considering the case. However, the management of the Company believes that the Company will not incur significant losses as a result of the case. Therefore, the Company has not set aside provision for losses since the assets are private assets of the plaintiff of which the Company is unable to prove certain amounts. The Company needs the Supreme Court to consider it. e) A subsidiary, Estate Perfect Company Limited, has been sued by a contractor with a claim for payment of construction costs amounting to Baht 7.5 million. However, the subsidiary countersued the contractor for the return of moneys amounting to Baht 8.4 million, since the subsidiary paid for more construction than was delivered to the subsidiary by the contractor. The court dismissed the case and ordered the plaintiff to pay Baht 0.1 million to the subsidiary, but the plaintiff appealed and the Appeals Court reversed the decision of the Court of First Instance and ordered the subsidiary to pay the plaintiff Baht 6.7 million plus interest at a rate of 7.5% per annum from 30 August 2006 until settlement is made, but with interest calculated up to the date of the lawsuit not to exceed Baht 0.8 million. The subsidiary has appealed to the Supreme Court, which is currently considering the case. Nevertheless, the subsidiary has not set aside provision for losses resulting from this event, since the decision of the Appeals Court differed substantially from that of the Court of First Instance, and it can be seen as a decision made on a different factual basis from that of the Court of First Instance, which is the court that examined the evidence. The subsidiary therefore takes the view that it would be appropriate to hear the opinion of the Supreme Court, which will finalise the case. However, the management of the subsidiary believes that the subsidiary will suffer no significant loss as a result of this litigation.

259 38. Financial instruments 38.1 Financial risk management The financial instruments, as defined under Thai Accounting Standard No.107 “Financial Instruments: Disclosure and Presentations”, principally consist of the following. Financial assets Financial liabilities - Cash and cash equivalents - Trade and other payables - Trade and other receivables - Notes payable - leasehold rights - Notes receivable - land - Notes payable - Advances to contractors - Bills of exchange payable - Restricted deposits - Short-term loans from related parties - Loans to related companies - Deposits and cash received in advance - Retention per agreement - Debentures - Other long-term investments - Long-term loans - Advances for purchases of land - Deposits and cash received in advance for sublease agreement The financial risks associated with these financial instruments and how they are managed is described below. Credit risk The Company and its subsidiaries are exposed to credit risk primarily with respect to trade and other receivables, notes receivable - land and loans. The Company and its subsidiaries manage the risk by adopting appropriate credit control policies and procedures and therefore do not expect to incur material financial losses. In addition, the Company and its subsidiaries do not have high concentration of credit risk since they have a large customer base. The maximum exposure to credit risk is limited to the carrying amounts of trade and other receivables, notes receivable - land and loans as stated in the statement of financial position. Interest rate risk The Company and its subsidiaries are exposed to interest rate risk relating primarily to their cash at banks, notes receivable - land, loans, notes payable - leasehold rights, notes payable, bills of exchange payable, debentures and loans. However, since most of the financial assets and liabilities bear floating interest rates or fixed interest rates which are close to the market rate, the interest rate risk is expected to be minimal. Significant financial assets and liabilities classified by type of interest rates are summarised in the table below on the maturity date or, the repricing date if this occurs before the maturity date.

260 (Unit: Million Baht) As at 31 December 2014 Consolidated financial statements Fixed interest rates Floating Within 1 - 5 Over interest Non-interest 1 year years 5 years rate bearing Total Interest rate (% p.a.) Financial assets Cash and cash equivalents 1.1 - - 2,480.5 8.9 2,490.5 0.00 - 1.10 Trade and other receivables - - - - 191.4 191.4 - Notes receivable - land 940.7 - - - 15.0 955.7 6.12 Advances to contractors - - - - 350.9 350.9 - Restricted deposits 264.9 - - 23.3 - 288.2 0.13 - 2.85 Retention per agreement - - - - 100.0 100.0 - Other long-term investments - - - - 106.5 106.5 - Advances for purchases of land - - - - 444.6 444.6 - 1,206.7 - - 2,503.8 1,217.3 4,927.8 Financial liabilities Trade and other payables - - - - 2,411.5 2,411.5 - Notes payable - leasehold rights - - - - 20.0 20.0 - Notes payable 100.0 - - 624.4 - 724.4 6.50 and MOR Bills of exchange payable - - - 636.2 - 636.2 4.70 - 4.80 Deposits and cash received in advance - - - - 217.0 217.0 - Debentures 8,978.7 4,600.0 - - - 13,578.7 4.60 - 6.25 Long-term loans - - - 4,293.6 - 4,293.6 MLR Deposits and cash received in advance for sublease agreement - - - - 39.7 39.7 - 9,078.7 4,600.0 - 5,554.2 2,688.2 21,921.1

261 (Unit: Million Baht) As at 31 December 2013 Consolidated financial statements Fixed interest rates Floating Non- Within 1 - 5 Over interest interest 1 year years 5 years rate bearing Total Interest rate (% p.a.) Financial assets Cash and cash equivalents - - - 1,228.9 6.3 1,235.2 0.00 - 1.75 Trade and other receivables - - - - 199.1 199.1 - Notes receivable - land - - - - 200.7 200.7 - Advances to contractors - - - - 317.4 317.4 - Restricted deposits 309.4 - - 1.9 - 311.3 1.75 - 2.50 Retention per agreement - - - - 100.0 100.0 - Other long-term investments - - - - 110.9 110.9 - Advances for purchases of land - - - - 660.1 660.1 - 309.4 - - 1,230.8 1,594.5 3,134.7 Financial liabilities Trade and other payables - - - - 2,716.5 2,716.5 - Notes payable - leasehold rights - - - - 285.4 285.4 - Notes payable - - - 512.5 - 512.5 MOR Deposits and cash received in advance - - - - 341.0 341.0 - Debentures 4,299.2 6,948.9 - - - 11,248.1 4.60 - 6.25 Long-term loans - - - 6,611.9 - 6,611.9 MLR Deposits and cash received in advance for sublease agreement - - - - 42.7 42.7 - 4,299.2 6,948.9 - 7,124.4 3,385.6 21,758.1

262 (Unit: Million Baht) As at 31 December 2014 Separate financial statements Fixed interest rates Floating Non- Within 1 - 5 Over interest interest 1 year years 5 years rate bearing Total Interest rate (% p.a.) Financial assets Cash and cash equivalents 1.1 - - 2,065.8 11.6 2,078.5 0.13 - 1.10 Trade and other receivables - - - - 146.5 146.5 - Notes receivable - land 940.7 - - - 15.0 955.7 6.12 Advances to contractors - - - - 313.1 313.1 - Restricted deposits 250.0 - - 0.7 - 250.7 0.13 - 2.85 Loans to related companies - - - 3,895.2 - 3,895.2 5.02 - 5.24 Retention per agreement - - - - 100.0 100.0 - Other long-term investments - - - - 106.5 106.5 - Advances for purchases of land - - - - 370.1 370.1 - 1,191.8 - - 5,961.7 1,062.8 8,216.3 Financial liabilities Trade and other payables - - - - 1,253.2 1,253.2 - Notes payable 100.0 - - 280.5 - 380.5 6.50 and MOR Bills of exchange payable - - - 636.2 - 636.2 4.70 - 4.80 Short-term loan from related party - - - 175.0 - 175.0 7.38 Deposits and cash received in advance - - - - 152.5 152.5 - Debentures 8,978.7 4,600.0 - - - 13,578.7 4.60 - 6.25 Long-term loans - - - 2,533.3 - 2,533.3 MLR Deposits and cash received in advance for sublease agreement - - - - 39.7 39.7 - 9,078.7 4,600.0 - 3,625.0 1,445.4 18,749.1

263 (Unit: Million Baht) As at 31 December 2013 Separate financial statements Fixed interest rates Floating Non- Within 1 - 5 Over interest interest 1 year years 5 years rate bearing Total Interest rate (% p.a.) Financial assets Cash and cash equivalents - - - 799.6 2.2 801.8 0.13 - 1.75 Trade and other receivables - - - - 99.9 99.9 - Notes receivable - land - - - - 27.5 27.5 - Advances to contractors - - - - 158.1 158.1 - Restricted deposits 23.8 - - 1.7 - 25.5 1.75 Loans to related companies - - - 3,456.3 - 3,456.3 5.10 - 5.42 Retention per agreement - - - - 100.0 100.0 - Other long-term investments - - - - 110.9 110.9 - Advances for purchases of land - - - - 486.9 486.9 - 23.8 - - 4,257.6 985.5 5,266.9 Financial liabilities Trade and other payables - - - - 1,136.8 1,136.8 - Notes payable - - - 187.8 - 187.8 MOR Short-term loan from related party - - - 75.0 - 75.0 7.38 Deposits and cash received in advance - - - - 85.6 85.6 - Debentures 4,299.2 6,948.9 - - - 11,248.1 4.60 - 6.25 Long-term loans - - - 3,742.5 - 3,742.5 MLR Deposits and cash received in advance for sublease agreement - - - - 42.7 42.7 - 4,299.2 6,948.9 - 4,005.3 1,265.1 16,518.5

264 Foreign currency risk The Company’s exposure to foreign currency risk arises from investments in overseas subsidiaries which were unhedged. In addition, a subsidiary has entered into forward exchange contracts for the purpose of speculation. The forward contracts mature within one year. Details are as follows:

As at 31 December 2014 Foreign Bought Contractual exchange rate Contractual currency amount Bought maturity date (Million) (JPY per 1 Baht) Baht 722 3.3380 - 3.5850 30 September and 28 December 2015

As at 31 December 2013 Foreign Bought Contractual exchange rate Contractual currency amount Bought maturity date (Million) (JPY per 1 Baht) Baht 579 3.0900 - 3.1440 30 September and 26 December 2014 38.2 Fair value of financial instruments Since the majority of the financial assets and liabilities are short-term or have interest rates close to the market rates, the fair values of these financial assets and liabilities are not expected to differ materially from the amounts presented in the statement of financial position. A fair value is the amount for which an asset can be exchanged or a liability settled between knowledgeable, willing parties in an arm’s length transaction. The fair value is determined by reference to the market price of the financial instrument or by using and appropriate valuation technique, depending on the nature of the instrument. 39. Capital management The primary objective of the Company’s capital management is to ensure that it has appropriate capital structure in order to support its business and maximise shareholder value. As at 31 December 2014, the Group’s debt-to-equity ratio was 2.47:1 (2013: 2.55:1) and the Company’s was 2.31:1 (2013: 2.12:1).

265 40. Events after the reporting period 40.1 On 25 February 2015, a meeting of Board of Directors of We Retail Public Company Limited (“We Retail”) passed the following significant resolutions: a) Approved the allocation of 1,267,535,714 ordinary shares with a par value of Baht 1.05 to be sold to its existing shareholders (rights offering) in a ratio of 1 new share for every 1 existing share, at a price of Baht 1.10 each. b) Approved the allocation of 2,000,000,000 ordinary shares with a par value of Baht 1.05 each, and the remainder of the ordinary shares discussed in a), to be sold by private placement to unrelated parties in a single or multiple tranches, at prices which is not less than 90% of the market price. 40.2 On 26 February 2015, a meeting of the Company’s Board of Directors passed the following significant resolutions: c) Approved a decrease in the registered share capital from Baht 10,737,610,610 to Baht 5,960,980,722 by canceling 4,776,629,888 unissued ordinary shares with a par value of Baht 1 each to reserve for the tender offers for all shares of TPROP and GRAND and the adjustment of the exercise rights of the holders of warrants (PF-W3). d) Approved a Baht 1,939,019,278 increase in the registered share capital, from Baht 5,960,980,722 to Baht 7,900,000,000, through the issue of 1,939,019,278 ordinary shares with a par value of Baht 1 each. e) Approved the allocation of up to 1,927,650,552 ordinary shares with a par value of Baht 1, with these shares to be allocated to the existing shareholders (rights offering) in a ratio of 1 new share for every 3 existing shares at a price of Baht 1 each, to be reserved for the tender offer for all shares of GRAND, and with up to 11,368,726 ordinary shares with a par value of Baht 1 to be reserved for the adjustment of the exercise rights of the holders of warrants (PF-W3). Fractional shares will be ignored. f) Approved bank loan facilities of Baht 2,000 million, to accommodate the acquisition of the business of GRAND. g) Approved the issue and offer of up to Baht 12,000 million of debentures with tenors of not more than 5 years. h) Approved the proposal of a dividend payment of Baht 0.044 per share, totaling Baht 254.4 million, in respect of the year 2014 operating results

41. Approval of financial statements These financial statements were authorised for issue by the Company’s Board of Directors on 26 February 2015.

266 THE BOARD OF DIRECTORS’ RESPONSIBILITIES FOR FINANCIAL REPORTS

Property Perfect Public Company Limited’s and subsidiaries’ financial statements are prepared in compliance with accounting standard stipulated in the Accounting Professions Act B.E.2547, presented in accordance with the requirements in the Department of Business Development’s announcement on 14 September 2001 regarding in the Accounting ACT.B.E.2543, and adjusts accounting practices to be in line with the Federation of Accounting Professions Notification 9/2007, 38/2007 and 62/2007 concerning the accounting standard. The Board of Directors has appointed the Audit Committee comprising non-executive directors to take responsible for financial reports to follow the account standard and related regulators, disclose adequate and on-time information, and have internal control system to supervise internal control activities and the Audit Committee’s Opinions in the Audit Committee’s reports shown in the annual report The Board of Directors takes responsible for Property Perfect’s and its subsidiaries’ financial reports prepared to ensure that financial position, revenue, expense and cash flow are presented accurately and reasonably. The Board of Directors prepares accurate and complete accounting records to maintain assets, and internal control system to prevent fraudulent irregularities activities. The Board of Directors has selected the appropriated and constantly practical accounting policy in preparing the financial reports to reflect the company’s actual performance in compliance with the Generally Accepted Accounting principles and adequate information disclosure in notes to financial statements. Auditor expresses opinions on Property Perfect’s and subsidiaries’ financial statements in auditors’ report.

Dr.Tawatchai Nakata Chainid Adhyanasakul Chairman Chief Executive Officer

267 AUDIT COMMITTEE REPORT 2014

Dear valued shareholders Property Perfect Public Company Limited’s Audit Committee comprises three independent directors – having Mr.Krish Follett as Chairman, and Dr. Somsak Toruksa and Dr. Thamnoon Ananthothai as directors. Miss Duangporn Roemyindi, director of the internal audit office, was appointed the committee’s secretary. In 2014, the Audit Committee followed through the Audit Committee Charter, which was endorsed by the Board. It organized 8 meetings to review financial information, connected transactions between the Company and subsidiaries affiliates and related companies and the performance of the internal audit office. It had 1 meeting to discussions with the auditor for the exchange of views on the Company’s internal control and accounting. The Audit Committee’s major activities can be summarized as below: 1. To review quarterly and yearly financial statements, and yearly consolidated financial statements for the year 2014. The Audit Committee reviewed the financial statements, every time with the presence of executives for explanatory purposes. It also had 1 meeting with the auditor, for an updated opinion on the Company’s internal control and accounting, to ensure that the financial statements were prepared appropriately, and in compliance with the Generally Accepted Accounting Principles and other related regulations. The committee also has duty to assure accounting system’s accuracy and reliability and sufficient and on-time information disclosure in financial statements to benefit investors and financial statements users in making investment decision. All paper document involved in the reviews of financial statements and the internal control was completely stored, for examination of all involved. 2. To review connected transactions The Audit Committee reviewed the connected transactions of the Company, subsidiaries, joint ventures and related companies, to ensure that the Company took into account the necessity and appropriateness of such connected transactions and put the Company’s interests as the top priority. It ensures that the transactions comply with the specified criteria and are properly and sufficiently disclosed. 3. To review risk management The Audit Committee comprehensively reviewed the enterprise risk management efficiency, taking into account reports and explanation from the Risk Management Committee through regular opinion exchange with the Risk Management Committee. The Audit Committee suggested the Company put emphasis on key possible risks such as a decline in domestic consumption, an increase in interest rates, and the downturn of global economy that might affect the Company’s hotel investment overseas. This was to ensure that the Company maintains risks at acceptable levels and achieves business goals. The Audit Committee also advised the internal control unit on the upgrade of its plan in line with the Company’s risk management, to ensure that the internal control covers enterprise risks - a key element to pave way for the Company’s achievements. 4. To review good governance issues Audit Committee ensured that the Company’s information disclosure is in line with the Securities and Exchange Act 2008 . and other laws related to the Company’s business operations, for the confidence among shareholders and investors. 5. To review evaluation of internal control system Audit Committee reviews in the way of COSO as to whether the Company’s internal control system is appropriate, to achieves its objectives in using resources efficiently and effectively, and has a preventive system to reduce mistakes, damages and deplete the Company’s resources as well as whether the financial statements is reliable. The committee also reviews the auditor’s comments on the internal control: the CEO and relevant executives were summoned for more information and suggested solutions. The committee monitors progress in the Company’s reactions to the auditor’s suggestions. During the year, the committee advised the Company to undertake land transactions in writing. 268 6. To review internal audit The Audit Committee endorsed the internal control unit’s annual risk-based plan; recommended additional system analysis techniques to ensure added value of annual audits; acknowledged the annual 2014 internal audit assessment report; produced extra remarks on internal control improvement; and ensured the efficient and effective internal audit for acceptable risks and changing environment. Audit Committee ensured that the Company improved its operations in line with suggestions on significant issues stated in the internal audit assessment report. Audit Committee also devised plans for the transformation from operational audit approach to risk-based audit approach, to come up with efficient and effective advice for the management. It also evaluates the performance of the Internal Control Office director, to ensure his independence and compliance to the plan and professional requirements. 7. To review the Company’s monitoring and operating performance evaluation system Audit Committee reviews the Company’s performance to ensure that the Company follows the targets and adjusts operation to be accordance with the changed situation. The committee supports the Company to determine clearer performance evaluation and indicators and enhance the internal control become a part of normal practice of management. 8. To conduct self-assessment Audit Committee carried out self-assessment in many aspects including the number of meetings, scope of power, internal control, financial reporting, compliance to rules and regulations, coordination with the auditor, the supervision and improvement of internal control, in order to improve its operations and reporting to the Board. 9. To screen auditor Audit Committee selected the auditor upon on the auditor’s independence and defined the appropriate fee. The decision was forwarded to the Board and later submitted to the shareholder meeting for approval. E.Y. Office Limited was appointed as the auditor for year 2015 10. To advise and give recommendations to the executive committee Audit Committee examined and gave advice to the executive committee on finance, accounting and legal, to assure that the Company achieves the designated business goals. The Company was also advised to come up with a succession plan.

Audit Committee constantly reports resolutions of all meetings to the Board of Directors, independently practices assigned tasks on behalf of the Audit Committee with knowledge and competence, and gives suggestions straightly and appropriately for interests of the Company, shareholders and other stakeholders.

(Mr. Krish Follett) Chairman of the Audit Committee 26 February 2015

269 AUDITOR FEE ACCURACY SANCTIFICATION FORM

The fiscal year end on 31 December 2014

Item Payer Auditor Fee (Baht) Audit Fee 1 Property Perfect Public Company Limited EY Office Limited 2,000,000 2 Estate Perfect Co.,Ltd. EY Office Limited 600,000 3 Perfect Sport Club Co.,Ltd. EY Office Limited 100,000 4 Bright Development Bangkok Co.,Ltd. EY Office Limited 400,000 5 Centre Point Shopping Mall Co.,Ltd. EY Office Limited 120,000 6 Residence Number Nine Co.,Ltd. EY Office Limited 220,000 7 U & I Construction Bangkok Co.,Ltd. EY Office Limited 250,000 8 Perfect Prefab Co.,Ltd. EY Office Limited 120,000 9 Uniloft Service (Thailand) Co.,Ltd. EY Office Limited 80,000 10 We Retail Public Company Limited EY Office Limited 880,000 11 Chiang Mai Development Co., Ltd. EY Office Limited 100,000 12 Mariya Stuff Co., Ltd. EY Office Limited 80,000 Total fee 4,950,000 The above information is †Accurate. I certify there is no other service I know of that the company and subsidiaries awarded to me, my auditing firm, and individuals or companies connected to me.

† Inaccurate. Note: ……………………………………………………………………………………………….……………… ……………………………………………………………………………………………………………………………… To improve the above information (if any), I affirm the accuracy of all information in this form that shows the audit fee and other service fee that the company and subsidiaries pay to me, my auditing firm, and individuals or companies connected to me

(Supachai Phanyawattano) EY Office Limited (Formerly known as Ernst & Young Office Limited) Auditor of Property Perfect Public Company Limited 270