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The Opinions of the Independent Financial Advisor on the Acquisition of Asset and the Connected Transaction Regarding Additional Investments in Immovable Properties

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The opinions of IFA on the acquisition of asset and the connected transaction (For the purpose of translation only) The opinions of the Independent Financial Advisor on the acquisition of asset and the connected transaction regarding additional investments in immovable properties of WHA Premium Growth Freehold and Leasehold Real Estate Investment Trust Presented to Unitholders of WHA Premium Growth Freehold and Leasehold Real Estate Investment Trust Prepared by Jaydee Partners Limited 12 May 2016 This English report of the Independent Financial Advisor’s Opinions has been prepared solely for the convenience of foreign Unitholders of WHA Premium Growth Freehold and Leasehold Real Estate Investment Trust and should not be relied upon as the definitive and official document. The Thai language version of the Independent Financial Advisor’s Opinion is the definitive and official document and shall prevail in all aspects in the event of any inconsistency with this English Translation. 0 The opinions of IFA on the acquisition of asset and the connected transaction (For the purpose of translation only) Table of Contents Page Executive Summary 8 Part 1 The approval of the additional investments in immovable properties 12 Part 2 Summary of the opinion of the Independent Financial Advisor 48 Enclosure 1 General Information of WHA Premium Growth Freehold and Leasehold Real Estate 50 Investment Trust Enclosure 2 Summary of the appraisal report of WHA Mega Logistics Center Chonlaharnpichit 62 Km.5 by the Independent Appraiser Enclosure 3 Summary of the appraisal report of WHA Mega Logistics Center Ladkrabang by the 68 Independent Appraiser 1 The opinions of IFA on the acquisition of asset and the connected transaction (For the purpose of translation only) Glossary Trust or WHART WHA Premium Growth Freehold and Leasehold Real Estate Investment Trust WHA or Property Manager WHA Corporation Public Company Limited WHA Group WHA Corporation Public Company Limited and its subsidiaries WHAREM or REIT Manager WHA Real Estate Management Company Limited KAsset or Trustee Kasikorn Asset Management Company Limited WHA Chonlaharnpichit Km.5 WHA Mega Logistics Center Chonlaharnpichit Km. 5, located at Bang Pla Subdistrict, Bang Phli District, Samut Prakan WHA Ladkrabang WHA Mega Logistics Center Ladkrabang located at Khlong Sam Pravet Subdistrict, Ladkrabang District, Bangkok BKKPA Bangkok Property Appraisal Co., Ltd. GRAND Grand Asset Advisory Co., Ltd. Independent Financial Advisor Jaydee Partners Limited or IFA SET The Stock Exchange of Thailand SEC The Securities and Exchange Commission The Notification of SorRor. The Notification of the Office of the Securities and Exchange 26/2555 Commission No. SorRor. 26/2555 (2012) Re: Provisions concerning Lists and Statements in the Trust Deed of the Real Estate Investment Trust, dated November 21st, 2012 (as amended) Regulation of BorJor/Ror 29-00 Regulation of the Stock Exchange of Thailand Re: Listing, Disclosure of Information and Delisting of Real Estate Investment Trust Units B.E. 2556 (BorJor/Ror 29-00) The Notification of BorJor/Por 22- The Notification of the Board of Governors of the Stock Exchange of 01 Thailand Re: Disclosure of Information and the Acts of Listed Companies concerning Connected Transaction B.E. 2546 (2003) dated November 19, 2003 and its amendments (BorJor/Por 22-01) 2 The opinions of IFA on the acquisition of asset and the connected transaction (For the purpose of translation only) 12 May 2016 To: The Unitholders WHA Premium Growth Freehold and Leasehold Real Estate Investment Trust Re: Independent Financial Advisor Report on the Acquisition of Asset and the Connected Transaction With reference to the resolution of the Board of Directors meeting of WHA Real Estate Management Company Limited (“WHAREM” or “REIT Manager”) as the REIT Manager of WHA Premium Growth Freehold and Leasehold Real Estate Investment Trust ("WHART" or “REIT”) on April 26, 2016, passed a resolution to hold an Extra-ordinary General Meeting of the Trust Unit Holders of WHART Trust No.1/2016 on 2 June 2016 at 1.30 p.m. 8th floor, SJ Infinite One Business Complex Building, 349 Vibhavadi-Rangsit Road, Kwaeng Chompol, Khet Chatuchak, Bangkok, to consider the following items: Second Capital Increase for Additional Investment in Immovable Properties WHART currently has 661,670,000 listed trust units with a par value per unit of THB 9.6281 each, totaling THB 6,370,624,927, and has made investments in freehold and leasehold rights in the initial investment in three projects, namely: (1) WHA Ladkrabang Distribution Center Phase 1 and WHA Ladkrabang Distribution Center Phase 2, (2) WHA Mega Logistics Center (Bangna-Trad Road Km. 18), and (3) WHA Mega Logistics Center (Bangna-Trad Km. 23) and in the first capital increase investment in three projects, namely: (1) WHA Mega Logistics Center (Chonlaharnpichit Km. 4), (2) WHA Mega Logistics Center (Wangnoi 61), and (3) WHA Mega Logistics Center (Saraburi). Based on WHART's investment objectives in raising funds to acquire, lease and/or sublease immovable property, and procure commercial benefits from such property in order to generate income and return for WHART and its trust unitholders, WHAREM’s Board of Directors passed a resolution for WHART to make the second capital increase and to obtain a loan for an investment in additional assets in order to generate revenue and increase the return to trust unitholders. In this respect, WHAREM is required to obtain the approval from the trust unitholders' meeting to carry out such transactions. Details of the transactions are as follows. 1. Additional assets in which WHART will invest The assets in which WHART will make additional investments at this time (the "Additional Investment Assets") include freehold and leasehold rights of assets owned by WHA Corporation Public Company Limited ("WHA"). The details are as set out below: (1.1) WHA Mega Logistics Center Chonlaharnpichit Km. 5, located at Bang Pla Subdistrict, Bang Phli District, Samut Prakan (“WHA Chonlaharnpichit Km. 5”). Details of this asset as follows: . Subleasehold rights of land represented by 1 title deed (title deed no. 129645) as per the sublease agreements dated 26 March 2013 for an area of 66-2-85 rai, with a term of 30 years from 1 April 2013 to 31 March 2043and the remaining lease term of approximately 26 years and 4 months (commencing from 1 December 2016 which is the expected investment date of WHART). Ownership of warehouses and office buildings at WHA Chonlaharnpichit Km. 5, with a total leasable area of approximately 64,031.001 square meters, leasable car parking area of approximately 2,378.90 square meters and a total leasable rooftop area of approximately 50,143.60 square meters. Ownership of other structures and assets which are component parts of the land, buildings, equipment, systems and any assets relevant and necessary for the use of the land, warehouses and office buildings of WHA Chonlaharnpichit Km. 5. 1 The total area according to lease agreements is approximately 62,105.25 square meters. Subsequent to entering into the lease agreements, the warehouses have been modified and resulted in a total usable area of 64,031.00 square meters. In this regard, WHA has submitted applications for building modification permits which are currently the under consideration for the issuance of the permits and building certificates. 3 The opinions of IFA on the acquisition of asset and the connected transaction (For the purpose of translation only) (1.2)WHA Mega Logistics Center Ladkrabang located at Khlong Sam Pravet Subdistrict, Ladkrabang District, Bangkok (“WHA Ladkrabang”) Details of this asset as follows: . Ownership of land represented by 10 title deeds (title deed no. 1482, 42151, 42152, 42153, 42154, 44285, 44286, 44287, 45003 and 45005) with an area of 99-1-51 rai. Ownership of warehouses and office buildings at WHA Ladkrabang, with a total leasable area of approximately 95,110.00 square meters , leasable car parking area of approximately 1,350.00 square meters and a total leasable rooftop area of approximately 59,986.302 square meters. Ownership of other structures and assets which are component parts of the land, buildings, equipment, systems, and any assets relevant and necessary for the use of the land, warehouses and office buildings of WHA Ladkrabang. The details of the Additional Investment Assets in accordance with (1) and (2) above can be summarized as follows: - Title deed area (the portion to be invested in by WHART : 166-0-36 rai only as specified in the land title deed) - Total leasable building area of the portion to be invested : approximately 159,141.00 square in by WHART meters - Total leasable car parking area of the portion to : approximately 3,728.90 square be invested in by WHART meters - Total leasable rooftop area of the portion to be invested : approximately 110,129.90 square in by WHART meters In this regard, WHAREM has appointed Bangkok Property Appraisal Co., Ltd. (“BKKPA”) and Grand Asset Advisory Co., Ltd. (“GRAND”) as independent appraisers to appraise the value of the Additional Investment Assets. The investment in the Additional Investment Assets by WHART shall be for no more than THB 4,190,000,000 (exclusive of value added tax, registration fees, specific business tax, other relevant fees and expenses) (the assets specified in the information disclosure form for the offer for sale of trust units are to be considered as the assets which WHART will invest in). Before such investments are made by WHART, WHA will hold
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