TRANSLATED VERSION - Opinion Report of the Independent Financial Advisor

Enclosure 6

- TRANSLATED VERSION - Opinion Report of the Independent Financial Advisor

Regarding

An Asset Acquisition Transaction and Transactions between DREIT and Persons Related to REIT Manager and Trustee

For

The Trust Unitholders of

Dusit Thani Freehold and Leasehold Real Estate Investment Trust

Prepared by

I V Global Securities Public Company Limited

April 3, 2019

The English Translation of the Independent Financial Advisor’s Opinion Report has been prepared solely for the convenience of foreign trust unitholders of Dusit Thani 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 Report is the definitive and official document and shall prevail in all aspects in the event of any inconsistency with this translation.

Table of Content Page Preface 1 Executive Summary 3

Part 1 Characteristics & Details of the Transaction 11 1.1 Characteristics and Details of Asset Acquisition and Connected Transaction 11 1.1.1 Objective and Background of the Transaction 11 1.1.2 Type and Transaction Size 15 1.1.3 Date of the Transaction 16 1.1.4 Parties Involved and Relationship 16 1.1.5 Details of Acquired Asset that DREIT additionally invest in 19 1.1.6 Total Value of Consideration / Total Value of Investment and 25 Basis Used to Determine the Value of Total Consideration Paid 1.1.7 Source of Fund to the Transaction 27 1.1.8 Related Agreements 27 1.1.9 Conditions to the Transaction 28 1.2 Key Information of Dusit Thani Freehold and Leasehold Real Estate 28 Investment Trust 1.3 Summary of Key Information of the Related Agreements 28

Part 2 Reasonableness of the acquisition of the additional investment assets no. 1 of 29 DREIT and entering into the transaction with related persons of the REIT Manager 2.1 Objective and necessity of Entering into Transaction 29 2.2 Advantages, Disadvantages and Risk of entering into the asset acquisition Transaction 29 2.3 Advantages and disadvantages of entering into the asset acquisition Transaction 33 with Connected Person 2.4 Impact on the existing trust unit holders 34 2.5 Investment Return Analysis 36

Part 3 Reasonableness of Subleasing and Leasing of the Additional Investment 49 Assets no. 1 and entering into the transaction with the person related to REIT Manager 3.1 Objective and necessity of the Transaction 49 3.2 Advantages and disadvantages of entering into the Transaction with 50 person related to REIT Manager 3.3 Risks that may arise from entering into Transaction 51 3.4 Appropriateness of the Transaction Value and the Conditions of the Transaction 51

Part 4 Reasonableness of the borrowing and the provision of collateral and entering into 53 the conflicting interest transaction between DREIT and the person related to the Trustee 4.1 Objective and necessity of entering into transaction 53 4.2 Advantages and disadvantages of entering into the Transaction with the person related to 54 the Trustee 4.3 Risks that may arise from entering into transaction 55 4.4 Appropriateness of Price and Terms of the transaction 57

Part 5 Conclusion of Opinion of Independent Financial Advisor 59

Appendix 1 Key information of Dusit Thani Freehold and Leasehold Real Estate Investment Trust (“DREIT”)

Appendix 2 Summary of Pertinent Agreements and Draft Agreements

GLOSSARY

Glossary used in this report have not been sorted by alphabet but sorted by category for convenient in reading

Abbreviation Meaning SEC The Securities and Exchange Commission SET The Stock Exchange of Thailand DREIT Dusit Thani Freehold and Leasehold Real Estate Investment Trust DTC Dusit Thani Public Company Limited DMCO Dusit Management Co., Ltd. “Company” or Dusit Thani Property REIT Co., Ltd. “REIT Manager” DTPP Dusit Thai Properties Public Company Limited

DMS2 Dusit Maldives Investment Co., Ltd. The company will be newly established and then DREIT will hold 100% of its shares. DMS3 Dusit Maldives Management Co., Ltd. KTAM or “Trustee” Krung Thai Asset Management Public Company Limited MBK MBK Hotels and Resorts Co., Ltd. DTCPF Dusit Thani Freehold and Leasehold Property Fund Independent Financial I V Global Securities Public Company Limited Advisor or “IFA” Financial Advisor CIMB Thai Bank Public Company Limited Legal Advisor Charin & Associates Limited Accounting Advisor KPMG Phoomchai Holdings Co., Ltd. Tax Advisor EY Corporate Services Limited Independent Property Property Appraiser Company approved by the Office Securities and Appraiser Exchange Commission, which are KhightFrank and/or HVS-Nexus in this report KnightFrank Knight Frank Chartered (Thailand) Co., Ltd HVS-Nexus Bangkok Hospitality Consulting Services Company Limited (by Nexus Property Consultants Company Limited) ADR Average Daily Rate DCF Discounted Cash Flow EBITDA Earnings before interest, taxes, depreciation and amortization Enterprise Value (EV) Enterprise Value Equity Value Equity Value FCFF Free Cash Flow to Firm GOP Gross Operating Profit IRR Internal Rate of Return NOI Net Operating Income OCC Occupancy Rate RevPAR Revenue Per Available Room WACC Weighted Cost of Capital

Table of Content Page Preface 1 Executive Summary 3

Part 5 Conclusion of Opinion of Independent Financial Advisor 59

Appendix 1 Key information of Dusit Thani Freehold and Leasehold Real Estate Investment Trust (“DREIT”)

Appendix 2 Summary of Pertinent Agreements and Draft Agreements

GLOSSARY

Glossary used in this report have not been sorted by alphabet but sorted by category for convenient in reading

Opinion Report of the Independent Financial Advisor Dusit Thani Freehold and Leasehold Real Estate Investment Trust

TRANSLATION The English Translation of the Independent Financial Advisor’s Opinion Report has been prepared solely for the convenience of foreign trust unitholders of Dusit Thani 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 Report is the definitive and official document and shall prevail in all aspects in the event of any inconsistency with this translation.

Ref: IB 36/2562 April 3, 2019

Subject: Opinion of the Independent Financial Advisor regarding the asset acquisition transaction and transactions between DREIT and the person related to the REIT Manager and Trustee of Dusit Thani Freehold and Leasehold Real Estate Investment Trust

To Audit Committee and Trust Unitholder of Dusit Thani Freehold and Leasehold Real Estate Investment Trust

Appendix: 1) Key information of Dusit Thani Freehold and Leasehold Real Estate Investment Trust (“DREIT”) 2) The key summary of related agreement

References:1) Resolution of the meeting of Dusit Thani Properties REIT Company Limited’s Board of Directors No. 3/2019 held on February 13, 2019; 2) Information Memorandum on DREIT’s Acquisition of the Additional Investment Assets No.1 and the transaction between the person related to REIT Manager dated February 13, 2019; 3) Information Memorandum on the transaction between DREIT and the person related to Trustee dated February 13, 2019; 4) Capital Increase Form (F53-4) of Dusit Thani Freehold and Leasehold Real Estate Investment Trust dated February 13,2019; 5) Annual Disclosure (Form 56-1) of Dusit Thani Freehold and Leasehold Real Estate Investment Trust d for the year ended December 31, 2017 and December 31,2018; 6) Audited Financial Statements of DREIT for 12-month period ended December 31, 2018; 7) Projected Statement of Income and Details of Net Income for the Projection Period from January 1, 2020 to December 31, 2020 by KPMG Phoomchai Audit Company Limited date February 6, 2019; 8) Information and other documents, as well as interviews with managements and relevant personal of REIT Manager and Dusit Thani Maldives Hotel; 9) Appraisal report by Bangkok Hospitality Consulting Services Company Limited (by Nexus Property Consultants Company Limited); 10) Appraisal report by Knight Frank Chartered (Thailand) Co., Ltd; and 11) Information and other documents, as well as interviews with Financial Advisor, Legal Advisor, Accounting Advisor and Tax Advisor who are related to this transaction.

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Disclaimers:

The result of the study by I V Global Securities Public Company Limited (“Independent Financial Advisor” or “IFA”) in this report (or “IFA Report”) is based on the information and assumptions provided by management of Dusit Thani Properties REIT Company Limited, and the information disclosed to the public through the website of the Securities and Exchange Commission of Thailand (www.sec.or.th), the Stock Exchange of Thailand (www.set.or.th), and Business Online Public Company Limited (www.bol.co.th). The opinion of the IFA in this report is based on the assumptions that all the information and documents received are accurate and complete, and reflects the operating environment and most up-to- date information at the time of issuance of this report. However, there may be any incident having material impact on the business operation and financial projection of the leasehold right of immovable properties, movable properties and other properties in relation to Dusit Thani Maldives hotel project, as well as decision of the trust unitholders on the Asset Acquisition Transaction and Transactions with the persons related to REIT Manager and Trustee. In this regard, the Independent Financial Advisor expresses its opinion under the current circumstance. If there is a significant change in the circumstance or any information, the result of the study may be affected. In rendering its opinion in this report, the IFA has considered the reasonableness of conditions of the Asset Acquisition Transaction and Transactions with the persons related to REIT Manager and Trustee as well as other related factors thoroughly and rationally in accordance with the professional judgments. The attachments to this report are deemed to be a part of the IFA opinion and are the information that the Audit Committee and trust unitholders should consider jointly with this report.

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Executive Summary

Dusit Thani Properties REIT Company Limited (the “Company” or the “REIT Manager”), as the REIT Manager of Dusit Thani Freehold and Leasehold Real Estate Investment Trust (“DREIT”), has convened the meeting of the Company’s Board of Directors No. 3/2019 on February 13, 2019, the Company deems it appropriate to propose to the Trust Unitholders’ Meeting of DREIT for consideration and approval of the investment in the leasehold right of immovable properties, movable properties and other properties in relation to the Dusit Thani Maldives hotel project (“Additional Investment Assets No. 1”) \, which is situated on Mudhdhoo Island, in Baa Atoll, the Republic of Maldives, in the total investment value of not exceeding THB 2,385,600,000 or equivalent to USD 74,550,000 where reference is made to the exchange rate of THB 32.00 per USD1 (excluding any value added tax, as well as other relevant fees and expenses).

1. Details of the Asset Acquisition Transaction and Transactions between DREIT and the Persons related to REIT Manager and Trustee DREIT will invest in the Additional Investment Assets No. 1 by means of indirect investment through: (1) The share acquisition of Dusit Maldives Investment Company Limited (“DMS2”) (a company newly incorporated under laws of Republic of Maldives) from Dusit Thai Properties Public Company Limited (“DTPP”) and MBK Hotel & Resort Company Limited (“MBK”) who will be the promoters and will initially hold 100 percent of shares in DMS2; and (2) Providing shareholder loan to DMS2, whereby DMS2 will receive the transfer of the leasehold rights and the ownership of the Additional Investment Assets No. 1 from DMS Property Investment Private Limited (“DMS”). The investment in additional assets is based on the objective of DREIT to invest in immovable properties by procuring benefits from such immovable properties in order to generate income and return to DREIT for the continuous and long-term benefits of its trust unitholders. The investment value in the Additional Investment Assets No. 1 in the amount of not exceeding THB 2,385.60 million, is compared with the total asset value of DREIT from the audited financial statements of DREIT ended December 31, 2018, which is equal to THB 4,382.07 million. As the result, the transaction size of the acquisition of assets is equal to 54.44% of the total asset value of DREIT. Moreover, DTPP (the seller of DMS2’s shares to DREIT), REIT Manager and DREIT have the common ultimate shareholder, namely Dusit Thani Public Company Limited (“DTC”). As a result, such Additional Investment Asset No.1 will be considered as a Connected Transaction between DREIT and the persons related to the REIT Manager with the size of transaction equivalent to or exceeding THB 20,000,000 or exceeding 3 percent of the net asset value of DREIT (representing THB 3,728,200,445 (Three Thousand Seven Hundred Twenty Eight Million Two Hundred Thousand Four Hundred and Forty Five Baht) as at December 31, 2018). In addition, the shares in DMS3, as the main lessee and main the sub-lessee of the Additional Investment Assets No. 1 who will lease and sublease from DMS2 (who will become a subsidiary of DREIT), will be held by Dusit Management Company Limited (“DMCO”), who at present is the main lessee of the initial investment assets of DREIT (assets from the conversion of the Dusit Thani Freehold and Leasehold Property Fund). Therefore, DMS3, REIT Manager and DREIT will have the common ultimate shareholder, namely Dusit Thani Public Company Limited (“DTC”). In this regard, lease and sublease of such Additional Investment Asset No.1 will be considered as a Connected transaction between DREIT and the persons related to the REIT Manager with the size of transaction equivalent to or exceeding THB 20,000,000 or exceeding 3 percent of the net asset value of DREIT (representing THB 3,728,200,445 as at 31 December 2018). Moreover, the source of funds for the Additional Investment Asset No. 1 of DREIT will come from two parts consisting of: (1) Fund from the capital increase of DREIT by issuing and offering additional unit trusts to the existing trust unitholders and / or to the public (Public Offering), and

1 In order to reduce the risk of exchange rate in the transaction, the REIT Manager, DTPP and MBK agree to pay the asset price for the Additional Investment Assets No. 1 in Thai Baht currency at the exchange rate of THB 32 per USD.

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(2) Loans from commercial banks and / or financial institutions. In determining the source of the loan, DREIT may borrow money from Krung Thai Bank Public Company Limited, a major shareholder of Krung Thai Asset Management Plc (the “Trustee” of DREIT). In this regard, loan and the provision of collateral in relation to the loan of DREIT as aforementioned are considered the conflict of interest transaction between DREIT and the persons related to the Trustee.

DREIT intends to borrow approximately THB 2,045 million, which may be in Thai currency (THB) and/or foreign currency, as part of funding sources used to invest in the Additional Investment Assets No.1 and/or repay loans according to the existing loan agreements of DREIT and/or improve or repair the Assets that DREIT is currently investing and/or use as working capital of DREIT in managing and operating DREIT from local and/or foreign commercial banks which may be one or more local and/or foreign commercial banks, and may include any other financial institutions. In considering various funding sources, DREIT may borrow money from Krung Thai Bank Public Company Limited (“KTB”), where KTB is a major shareholder of the trustee or Krung Thai Asset Management Public Company Limited ("KTAM"). In this respect, REIT Manager has appointed I V Global Securities Public Company Limited (“Independent Financial Advisor” or “IFA”) to be an independent financial advisor to render opinion to the trust unitholders on the appropriateness and the fairness of transaction price and condition on the transaction between DREIT and a connected person of the REIT Manager which are the investment in the Additional Investment Asset No.1 and lease and sublease of asset and the transaction between DREIT and a related person of the Trustee in order to provide information for the propose of consideration and approval of the transaction for the trust unitholders. The IFA has considered the reasonableness of the transaction by analyzing various related information such as objectives, advantages, disadvantages and risks of entering into the transaction, advantages and disadvantages of entering to the transaction with the connected persons, as well as, the reasonableness of price and conditions of this transaction and summarized the opinion of the IFA as follows:

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2. Appropriateness of the acquisition of the Additional Investment Assets No. 1 of DREIT and entering into Transaction with person related to the REIT Manager

2.1 Advantages and disadvantages of entering into Asset Acquisition Transaction (Trust Unitholders can study more information in Part 2 Section 2.2 of this report)

The IFA summarizes advantages and disadvantages of entering into the Transaction as follows:

Advantages of entering into Disadvantages of entering into Asset Acquisition Transaction Asset Acquisition Transaction (1) An investment in operating assets with high (1) DREIT will have a higher debt-to-asset ratio potentials with an ability to generate income (Debt Ratio); and immediately; (2) An investment that helps to diversify (2) Increase in interest burdens from borrowings concentration risk and customer groups; for DREIT (3) An investment that helps to increase income and cash flow for DREIT; (4) An investment that increases an attractiveness of DREIT towards investors from an increase in DREIT’s asset size in good return-generating assets which is one factor that supports the trading liquidity of DREIT; and (5) An investment that is in line with investment policy of DREIT.

2.2 Risks of entering into the transaction 1) Risk of the seller not able to comply with all conditions precedent, causing DREIT not able to enter into the Transaction; 2) Risk of not being able to find a new sub-lessee after an expiration of 21-year sublease agreement; 3) Risk of natural disasters and/or force majeure that may affect operating performance of lessee; 4) Risk of exchange rate fluctuation; 5) Risk of interest rate fluctuation; 6) Risks of capital increase of DREIT for unsuccessful assets investment; 7) Legal Considerations; and 8) Risk of not being approved by the Trust Unitholders' Meeting.

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2.3 Advantages and disadvantages of entering into asset acquisition transaction with Connected Person to REIT Manager (Trust Unitholders can study more information in Part 2 Section 2.3 of this report)

Advantages and disadvantages of entering into Disadvantages of entering into Asset Asset Acquisition Transaction with Connected Acquisition Transaction with Connected Person to REIT Manager Person to REIT Manager (1) Connected Person has experience in hotel (1) Doubt arising from a Connected Transaction. business, which reflects the quality of Additional Investment Assets to be acquired; (2) Connected Person has experience in collaboration with DREIT and the REIT manager, causing them more flexible in mutual operation; and (3) Connected Person has experience in assets management which causes the management / maintenance of assets to be continued constantly

2.4 Impact on the existing trust unitholders (Trust Unitholders can study more information in Part 2 Section 2.4 of this report) A. Control Dilution Effect The issuance and offering of additional trust units is an offering to the existing trust unitholders (Rights Offering: RO) which shall reduce the impact of control dilution. However, if there are the additional trust units left after the offering to the existing trust unitholders, the REIT Manager may allocate the remaining additional trust units to the existing trust unitholders who have expressed their intention to purchase the additional trust units in excess of their rights and/or the general public (Public Offering: PO). The existing trust unitholders who do not fully use their rights to subscribe to the trust units or subscribe in an amount lower than their rights, may be affected by control dilution. B. Price Dilution Effect Since the REIT Manager has not yet determined the offering price of the additional trust units, the IFA, therefore, is unable to analyze effect of price dilution. However, if the offering price of the additional trust units lower than the market price of the trust units on the date of issuance and offering of additional trust units, the trust unitholders may be affected by the price dilution. If the offering price of additional trust units is lower than the market price for every 1.00 percent, the price dilution shall be approximately 0.47 percent. C. Earnings Dilution Effect in terms of Cash Distribution Per Unit: DPU Based on the projected income statement and details of the net income according to the assumptions for the projection period from January 1, 2020 to December 31, 2020, dated February 6, 2019, prepared by KPMG Phoomchai Audit Co., Ltd., the projected rate of return of trust unitholders in the first year (2020), after the Acquisition of Additional Investment Assets No. 1, Cash Distribution Per Unit (DPU) of DREIT in the first year shall be THB 0.4354 per unit. It is not inferior in the case that DREIT does not invest in any Additional Investment Assets (considering income from three existing assets of DREIT only), which shall have DPU in the first year equal to THB 0.4354 per unit.

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2.5 Investment Return Analysis (Trust Unitholders can study more information in Part 2 Section 2.5 of this report) The IFA has considered the reasonableness of entering into the Acquisition of Additional Investment Assets No. 1 of DREIT by analyzing the return on investment by several approaches under the assumptions that DREIT shall be able to utilize benefits from the Additional Investment Assets in the form of dividends, loan principal repayment, and loan interest to the trust unitholders in the form of an investment through foreign companies to maximize benefits of foreign investment. The IFA has gathered, analyzed, and prepared financial projections based on past operating performance, information received from the interview with the REIT Manager, hotel management, and statistical data collected by relevant agencies or organizations in the country where the assets are located for the study of investment feasibility and investment return analysis. The IFA summarizes the analysis results as follows:

Investment Return Analysis in the form of the rate of return of DMS2

The IFA analyzed the investment return of the Additional Investment Assets in a total investment value of not more than USD 74.55 million, or equivalent to approximately THB 2,385.60 million (at the exchange rate of THB 32.00 per USD). According to the projected free cash flow from the Additional Investment Assets to DMS2 prepared by the IFA, the investment return of DMS2 based on a base case, equals to 10.61% per year. Such investment return has a considerable good rate of return and higher than the weighted average cost of capital (WACC) of DMS2, which is equal to 3.79% per year (based on the assumption of capital structure for the Acquisition of Additional Investment Assets prepared by the IFA). Therefore, the investment in the Dusit Thani Maldives hotel project is interesting.

Investment Return Analysis in the form of the rate of return of DREIT

The IFA analyzed the investment return of DREIT by determining additional assumptions regarding the related expenses of DREIT, such as audit and financial statements preparation fee, management fee of the REIT Manager, trustee-related fees, etc. In addition, the IFA also considered other expenses relating to preparations for the Acquisition of Additional Investment Assets No. 1 of DREIT in an amount of approximately USD 3 million, or approximately THB 96 million (at the exchange rate of THB 32.00 per USD). According to the projected free cash flow from the Additional Investment Assets to DREIT prepared by the IFA, the investment return of DREIT based on a base case, equals to 9.10% per year. Such investment return is considered a good rate of return and higher than the weighted average cost of capital (WACC) of DREIT, which is equal to 5.59% per year. According to the analysis of advantages - disadvantages of asset acquisition transaction, advantages - disadvantages of entering into the transaction with a related person, risks that may arise from entering into the transaction, analysis of impact on the existing trust unitholders, as well as analysis of investment return as presented above, the IFA has an opinion that the Acquisition of Additional Investment Assets of DREIT and entering into the transaction with a person related with the REIT Manager is appropriate.

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3. Reasonableness of Subleasing and Leasing of Additional Investment Assets No. 1 and Entering into Transaction with Connected Person to REIT Manager

3.1 Advantages and disadvantages of subleasing and leasing of assets with person related to the REIT Manager (The Trust Unitholders can study more information in Part 3 Section 3.2 of this report) Advantages of subleasing and leasing of assets Disadvantages of subleasing and leasing of with Connected Person to the REIT Manager assets with Connected Person to the REIT Manager (1) Connected Person has experience in hotel (1) Doubt arising from entering into a transaction management; and with Connected Person. (2) Connected person is familiar with the assets.

3.2 Risks of entering into the transaction (Trust Unitholders can study more information in Part 3 Section 3.3 of this report) (1) General risks related to real estate; and (2) Risk of default payment of lease/sublease fees and agreement termination prior to an expiry date.

3.3 Appropriateness of the Price (Trust Unitholders can study more information in Part 3 Section 3.4 of this report) Procurement of benefits from the Additional Investment Assets No. 1 by leasing to DMS3 shall not cause the trust unitholder’s Cash Distribution Per Unit (“DPU”) to decrease when comparing to the event where DREIT does not invest in the Additional Investment Assets No. 1. According to the analysis of advantages-disadvantages of entering into the transaction with a related person, risks that may arise from entering into the transaction, and the appropriateness of the price and terms of the transaction, the IFA has an opinion that subleasing and leasing of the Additional Investment Assets No. 1 and entering into the transaction with a person connected to the REIT Manager is appropriate.

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4. Reasonableness of the Borrowing and the Provision of Collateral, and Entering into a Conflict of Interest Transaction with Person Related to Trustee (Trust Unitholders can study more information in Part 4 Section 4.2 of this report) 4.1 Advantages and disadvantages of entering into a conflict of interest transaction with Trustee

Advantages of entering into Disadvantages of entering into a conflict of transaction with a conflict of transaction with Person Related to Trustee Person Related to Trustee (1) Sufficient funding sources for the Acquisition of (1) An increase in loan interest burden; Additional Investment Assets No.1 and for using in the operation activities of DREIT; (2) Transaction negotiation is processed smoothly (2) Doubt about the independence of the trustee’s with the conflicting party; and performance. (3) A credit line that supports the investment in the Additional Investment Assets, resulting in lower financial costs and reduction of impact on the trust unit holders.

4.2 Risk the may arise from entering into the transaction

(Trust Unitholders can study more information in Part 4 Section 4.3 of this report) (1) Interest rate risk; (2) Default Risk; (3) Risk of exchange rate fluctuation; and (4) Risk of conflict of interest.

4.3 Appropriateness of Price (Trust Unitholders can study more information in Part 4 Section 4.4 of this report)

According to long-term loans from financial institutions in the amount of not exceeding THB 2,045 million, at present, the Company has received term sheets from 2 financial institutions (including KTB) with floating rate, i.e. reference rate +/- fixed amount per year. In this regard, the IFA has calculated such interest rate by referring to reference rate as of March 5, 2019 of each financial institution, which shall be the interest rate of the New Loan Agreement of not more than 4.20% close to the interest rate of the Existing Loan Agreement of DREIT and close to the borrowing rate in the market, compared to the same type of REITs. In this regard, from the analysis of advantages-disadvantages of entering into the transaction with a related person, risks that may arise from entering into the transaction, and the appropriateness of the price and terms of the transaction, the IFA has an opinion that borrowing money and providing collaterals between DREIT and a person related to the trustee is appropriate.

From all aforementioned reasons, the IFA is of the opinion that the trust unitholders should approve the acquisition of Additional Investment Assets No.1 of DREIT and subleasing and leasing which are the transaction between DREIT and the person related to REIT Manager and the borrowing and the provision of collateral which are transaction related to the Trustee. However, the trust unitholders should also into consideration the reasonableness and opinion of the IFA which are based on the assumption that all information, documents and drafts received, as well as the interviewing officers and related persons are true, accurate and complete.

In deciding whether to grant approval for the Company to enter into the transaction, the trust unitholders can consider the information, reasons and opinion in various aspects provided by the IFA in this report. However, the decision whether to approve the transaction depends primarily on the trust unitholders’ individual judgment.

The details of the opinion of the Independent Financial Advisor can be found in the following parts of this IFA Report, as follow:

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Part 1: Characteristics & Details of the Transaction

1.1 Characteristics and Details of Asset Acquisition and Connected Transaction

1.1.1 Objective and Background of the Transaction

Dusit Thani Properties REIT Company Limited (the “Company” or the “REIT Manager”) as the REIT Manager of Dusit Thani Freehold and Leasehold Real Estate Investment Trust (“DREIT”), has convened the meeting of the Company’s Board of Directors No. 3/2019 on February 13, 2019, the Company deems it appropriate to propose to the Trust Unitholders’ Meeting of DREIT for consideration and approval of the investment in the leasehold right of immovable properties, movable properties and other properties in relation to the Dusit Thani Maldives hotel project (“Additional Investment Assets No. 1”) which is situated on Mudhdhoo Island, in Baa Atoll, the Republic of Maldives, in the total investment value of not exceeding THB 2,385,600,000 or equivalent to USD 74,550,000 where reference is made to the exchange rate of THB 32.00 per USD1 (excluding any value added tax, as well as other relevant fees and expenses) (“Investment Value for the Additional Investment Assets No. 1”), DREIT will invest in the Additional Investment Assets No. 1 by means of indirect investment through: (1) The share acquisition of Dusit Maldives Investment Company Limited (“DMS2”) (a company newly incorporated under laws of Republic of Maldives) from Dusit Thai Properties Public Company Limited (“DTPP”) and MBK Hotel & Resort Company Limited (“MBK”) who will be the promoters and will initially hold 100 percent of shares in DMS2; and (2) Providing shareholder loan to DMS2, whereby DMS2 will receive the transfer of the leasehold rights and the ownership of the Additional Investment Assets No. 1 from DMS Property Investment Private Limited (“DMS”) The investment in additional assets is based on the objective of DREIT to invest in immovable properties by procuring benefits from such immovable properties in order to generate income and return to DREIT for continuous and long-term benefits of its trust unitholders. In this respect, for the indirect investment in such Additional Investment Assets No. 1 of DREIT, DREIT will enter into a conditional share sale and purchase agreement for shares in DMS2 with DTPP and MBK. In order to facilitate the indirect investment in the Additional Investment Assets No. 1 of DREIT and to act in accordance with the law, after obtaining approval to enter into such transaction from the Trust Unitholders’ Meeting of DREIT, DTPP and MBK will follow the steps summarized as follows: 1) DTPP and MBK will proceed to establish and initially holding 100 percent of shares in DMS2; 2) DMS2 will receive the transfer of the business of the Dusit Thani Maldives hotel project from DMS including but not limited to (1) the leasehold right and ownership of the Additional Investment Assets No. 1, (2) rights of claim and the liabilities as recorded on the book account on the specified date, as well as current assets and current liabilities used in the operation of the Dusit Thani Maldives hotel project, (3) agreements with third parties, permission letter, and relevant permits, and (4) human resources which are employees of DMS (collectively referred to (2) - (4) as “Assets Other Than Leasehold Right and Ownership in Additional Investment Assets No. 1”); 3) DMS2 will transfer Assets Other Than Leasehold Right and Ownership in Additional Investment Assets No. 1 (except for the outstanding loan that DMS owes to DTPP and MBK and has been transferred to DMS2) to Dusit Maldives Management Company Limited (“DMS3”) (a company newly incorporated under the laws of the Republic of Maldives); 4) DMS2 will sublease and lease the Additional Investment Assets No. 1 to DMS3 to operate the Dusit Thani Maldives hotel project accordingly; 5) DREIT will then acquire the shares in DMS2 in the proportion of 100 percent from DTPP and MBK as well as providing shareholder’s loan to DMS2 as mentioned above, in order to pay for the

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outstanding asset price of the Additional Investment Assets No. 1 that DMS2 owes to DMS and to repay the outstanding loan that DMS owes to DTPP and MBK. In this regard, DMS will be responsible for all the expenses in relation to the investment in the Additional Investment Assets No. 1 in case where the investment in the Additional Investment Assets No. 1 is not successful, except for the underwriting fees of the additional trust units issued that are offered for sale at this occasion, which will be borne by DREIT in any given cases. The aforementioned investment in the Additional Investment Assets No. 1 in the amount of not exceeding THB 2,385.60 million is compared with the total asset value of DREIT from the audited financial statements of DREIT ended December 31, 2018, which is equal to THB 4,382.07 million. As the result, the transaction size of the acquisition of assets is equal to 54.44% of the total asset value of DREIT. Moreover, DTPP, as the shareholder of DMS2 (who will receive the transfer of the leasehold rights and the ownership of the Additional Investment Assets No. 1 from DMS) who will be selling its shares in DMS2 to DREIT, has its major shareholders namely Dusit Thani Properties Company Limited (“DTP”) holding the proportion of approximately 84% of all the sold shares and Dusit Thani Public Company Limited (“DTC”) holding the proportion of approximately 2.75% of all the sold shares, whereby DTP has its common major shareholder namely DTC, holding the proportion approximately 99.99% of all the sold shares. DTC is, thus, deemed as the ultimate shareholder of DTPP. Furthermore, DTC is the major shareholder of the Company, the REIT Manager of DREIT, holding the proportion approximately 99.99% of all the sold shares and is, presently, the major trust unitholder of DREIT, holding the proportion of approximately 30.02% of the total trust units. DTPP is considered to be the connected person to the REIT Manager. In this regard, the investment in the Additional Investment Assets No. 1 as aforementioned is therefore considered as a Connected Party Transaction between DREIT and the persons related to the REIT Manager with the size of transaction equivalent to or exceeding THB 20,000,000 or exceeding 3% of the net asset value of DREIT (representing THB 3,728,200,445 as at December 31, 2018). In addition, DMS3, as the main lessee and main the sub-lessee of the Additional Investment Assets No. 1 who lease and sublease from DMS2 (subsequently will be a subsidiary of DREIT), will be held by Dusit Management Company Limited (“DMCO”), who at present is the main lessee of the initial investment assets of DREIT (assets from the conversion of the Dusit Thani Freehold and Leasehold Property Fund), at the proportion approximately at 100% of all the sold shares whereby DMCO has its major shareholder namely DTC, holding the proportion approximately 99.99% of all the sold shares. Therefore, DTC is considered to be the ultimate shareholder of DMS3. Moreover, DTC is the major shareholder of the Company, the REIT Manager of DREIT, holding the proportion approximately 99.99% of all the sold shares and is presently the major trust unitholder of DREIT, holding the proportion of approximately 30.02 of the total trust units. Thus, DMS3 is considered to be the related person to the REIT Manager. In this regard, DMS2 (which will eventually become a subsidiary of DREIT) will be subleasing and leasing the Additional Investment Assets No. 1 to DMS3, the transaction is therefore considered as a Connected Party transaction between DREIT and the persons related to the REIT Manager with the size of transaction equivalent to or exceeding THB 20,000,000 or exceeding 3 percent of the net asset value of DREIT (representing THB 3,728,200,445 (Three Thousand Seven Hundred Twenty Eight Million Two Hundred Thousand Four Hundred and Forty Five Baht) as at December 31, 2018). In this regards, the structure of management and related parties of DREIT before and after the acquisition of the Additional Investment Asset No. 1 are summarized as follow:

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Figure 1-1: Structure of management and related parties of DREIT before the transaction

Source: 1/ The Stock Exchange of Thailand as of the latest book closing date of DREIT which is August 16, 2018 Remarks: DTC : Dusit Thani Public Company Limited DTPR : Dusit Thani Properties REIT Company Limited (the “Company” or the “REIT Manager”) KTAM : Krung Thai Asset Management Public Company Limited (the “Trustee”) DMCO : Dusit Management Company Limited (“The main lessee of the initial investment assets of DREIT”)

Figure 1-2: Structure of management and related parties of DREIT after the transaction

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Therefore, the acquisition of the main assets of DREIT with the size of transaction equivalent to or exceeding 30% of the total asset value of DREIT and the Connected Party transaction between DREIT and the persons related to the REIT Manager with the size of transaction equivalent to or exceeding THB 20,000,000 or exceeding 3 percent of the net asset value of DREIT as aforementioned requires to obtain the approval from the Trust Unitholders’ Meeting of DREIT by a vote of not less than three-fourth of all votes of trust unitholders attending the meeting and having the right to vote pursuant to the Notification of the Office of the SEC Sorer. 26/2555 Re: Provisions concerning Lists and Statements in the Trust Deed of the Real Estate Investment Trust (as amended). T he Information Memorandum on DREIT’s acquisition of the Additional Investment Assets No. 1 and Related Party Transactions with Related Persons (Persons Related to the REIT Manager) is enclosed with the Notice of this Annual General Meeting of the Trust unitholders (Enclosure 5). In this regard, the REIT Manager has appointed I V Global Public Company Limited, as an independent financial advisor to render opinions and analyze information relating to such transaction. In addition, the source of funds for the Additional Investment Asset No. 1 of DREIT will come from two parts consisting of: (1) Fund from the capital increase of DREIT by issuing and offering additional unit trusts to the existing trust unitholders and / or to the public (Public Offering), and (2) Loans from commercial banks and / or financial institutions. In determining the source of the loan, DREIT may borrow money from Krung Thai Bank Public Company Limited, a major shareholder of the Trustee of DREIT. In this regard, loan and the provision of collateral in relation to the loan of DREIT as aforementioned are considered as a conflict of interests transaction between DREIT and the persons related to the Trustee, which also requires to obtain an approval from the Trust Unitholders’ Meeting of DREIT by a vote of not less than majority vote which is more than one-half of all votes of trust unitholders attending the meeting and having the rights to vote, whereby the Trust Unitholders’ Meeting of DREIT shall not resolve with the dissenting votes of more than one-fourth of all trust units sold. However, in case the resolution of the Trust Unitholders’ Meeting of DREIT approving the entering into the transaction in this agenda resolves with the vote which is less than one-half of all votes of trust unitholders attending the meeting and having the rights to vote or with the dissenting votes of more than one-fourth of all trust units sold, DREIT shall not be able to proceed with the lending as proposed from persons related to the Trustee; but, DREIT shall still be able to proceed to lend from other lenders which are not persons related to the Trustee pursuant to the conditions as provided in the trust deed of DREIT. In counting such votes of all trust unitholders having the rights to vote, the Company will not include the votes from the trust unitholders with a conflicting interest with the Trustee in the proposed agenda. In this regard, the meeting of the Company’s Board of Directors No. 3/2019 has a resolution to invite to the Meeting of Trust Unitholders of DREIT on April 29, 2019, which consists of the agendas relating to the Additional Investment Assets as follows:

Table 1-1: Related agendas to the Additional Investment Assets No. 1 consisting of Agendas proposed to the trust unitholders’ meeting for approval Approval Conditions

Agenda 5 Investment in the leasehold right of immovable properties, A vote of not less than three-fourths of all immovable properties and other properties in relation to votes of trust unitholders attending the the Dusit Thani Maldives hotel project (“Additional meeting and having the right to vote, not Investment Assets No. 1”) including any action in including the votes from the trust compliance with the relevant conditions in relation to the unitholders with a special interest in the investment in the Additional Investment Assets No. 1. proposed agenda. Agenda 6 The first capital increase of DREIT through the issuance A vote of not less than three-fourth of all and offer for sale of approximately not exceeding votes of trust unitholders attending the 365,000,000 new trust units for the investment in the meeting and having the right to vote, not Additional Investment Assets No. 1 and/or for the use in including the votes from the trust DREIT’s operation and/or to repay the existing loans; and unitholders with a special interest in the the methods for determining the price of the trust units to proposed agenda. be issued and offered for sale of the first capital increase. Agenda 7 The offering and allocation method for the additional trust A vote of not less than three-fourths of all units to be issued and offered for sale in the first capital votes of trust unitholders attending the increase and the listing of the newly issued trust units as meeting and having the right to vote listed securities on the Stock Exchange of Thailand. Agenda 8 DREIT’s loan in the amount approximately at THB A vote of not less than majority vote which 2,045,000,000 (Two thousand and Forty Five Million is more than one-half of all votes of trust Baht) from the Persons Related to the Trustee of DREIT, unitholders attending the meeting and

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Agendas proposed to the trust unitholders’ meeting for approval Approval Conditions whereby the loan may be given in Thai Baht (THB) having the right to vote, whereby the trust and/or other foreign currencies for the investment in the unitholders’ Meeting of DREIT shall not Additional Investment Assets No. 1 and/or the repayment resolve with the dissenting votes of more of the existing loans of DREIT and/or the renovation or than one-fourth of all trust units sold. maintenance of the assets that DREIT currently invested in and/or the utilization as the working capital of DREIT for the management and operation of DREIT and the provision of collateral related to the loan.

As the agendas to be presented for approval in the 2019 Annual General Meeting of Trust Unitholders of DREIT in Agenda 5, Agenda 6 and Agenda 7 are related agendas and are conditional to one another, where they are all related to the Additional Investment Assets No. 1; therefore, if any agenda with regards to Agenda 5, Agenda 6 or Agenda 7 does not obtain an approval from the 2019 Annual General Meeting of Trust Unitholders of DREIT, all relating and conditioning agendas that have obtained prior approval will be cancelled and other relating and conditioning agenda(s) will not be further presented in the 2019 Annual General Meeting of Trust Unitholders of DREIT. In this regard, apart from the approval of the Trust Unitholders’ Meeting of DREIT, the entering into the transaction of DREIT as provided in the aforementioned agendas are subject to various conditions including the event that DTC, DTPP, and MBK must also receive the approval of the Board of Directors’ Meeting and/or the shareholders’ meeting of DTC, DTPP, and MBK in relation to the investment on the Additional Investment Assets No. 1 of DREIT under the relevant laws. The Trust Unitholders’ Meeting of DREIT for the consideration and approval of such agendas must be attended by at least 25 trust unitholders or not less than half of all trust unitholders, and the unitholders present must collectively hold at least one-third of all trust units sold by DREIT to constitute a quorum. REIT Manager has appointed I V Global Securities Public Company Limited (“Independent Financial Advisor” or “IFA”) to be an independent financial advisor to render opinion to the trust unitholders on the appropriateness and the fairness of transaction price and condition on the transaction between DREIT and the person related to the REIT Manager which are the investment in the Additional Investment Asset No.1 and subleasing and leasing of assets and the transaction between DREIT and the person related to the Trustee in order to provide information for the propose of consideration and approval of the transaction for the trust unitholders.

1.1.2 Type and Transaction Size

This investment in the Additional Investment Asset No. 1 of DREIT will consist of three transactions which are considered as the acquisition of the main asset and / of the connected transaction, which will be summarized as follows:

(1) The acquisition of the additional investment assets no. 1 of DREIT and entering into the transaction with the person related to the REIT Manager.

Table 1-2: Transaction size of the asset acquisition Transaction Criteria Formula Size Transaction Size of the Asset value of additional investment to be invested * 100 54.44% asset acquisition Total asset value of DREIT as of December 31, 2018 = { 2,385.60 / 4,382.07 } x 100

Table 1-3: Transaction size of the connected transaction between DREIT and the person related to the REIT Manager Transaction Criteria Formula Size Transaction Size of the Asset Value of additional investment (only the connected portion) * 100 41.59% Connected Transaction Total net asset value of DREIT as of December 31, 2018 = { 1,550.64 / 3,728.20 } x 100

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(2) Subleasing and leasing of assets and entering into the transaction with the person related to the REIT Manager Table 1-4: Transaction size of the connected transaction between DREIT and the person related to the REIT Manager Transaction Criteria Calculation Size Transaction Size of the Present Value of Cash Flow of lease fee for 21 years1/ * 100 73.19% Connected Transaction Total net asset value of DREIT as of December 31, 2018 = { 2,728.5 / 3,728.2 } x 100 Remark: 1/ Minimum sublease value of USD 7 million (the exchange rate of THB 32.00 per USD 1.00) for 21 years and discounted to a present value of cash flow by using a financial cost at 5.59%.

(3) The borrowing from the person related to the Trustee The source of fund for the acquisition of additional core asset of DREIT may partially be loans from Krung Thai Bank Public Company Limited, which is a major shareholder holding 99.99% of total shares of Krung Thai Asset Management Public Company Limited, the trustee of DREIT. Such transaction is considered to be a conflicting of interest transaction of DREIT in accordance with the Notification of the Office of the Securities and Exchange Commission No. SorRor. 27/2557 Re: Regulations relating to Conflict of Interest with Real Estate Investment Trust, which requires DREIT to disclose information to the trust unitholders prior to entering into such transaction.

1.1.3 Date of the Transaction

After Dusit Thani Freehold and Leasehold Real Estate Investment Trust (“DREIT”) have obtained the approval from the Trust Unitholders' Meeting of DREIT to enter into the transaction and other relevant operations in relation to the investment in the Dusit Thani Maldives hotel project (the “Additional Investment Assets No. 1”) and have obtained the approval from the Office of the Securities and Exchange Commission ("Office of the SEC") for the issuance and offering for sale of the additional trust units and DREIT have proceeded to issue and offer for sale the trust units in order to invest in the Additional Investment Assets No. 1 and/or to utilize in the operation of DREIT and/or to repay the existing loans of DREIT and the parties have duly complied with precedents condition specified in the agreements relating to the acquisition of the Additional Investment Assets No. 1 of DREIT and the loans of DREIT.

1.1.4 Parties involved and Relationship

(1) The acquisition of Additional Investment Assets No. 1 of DREIT and entering into the Transaction with the person related to the REIT Manager Buyer : Krungthai Asset Management Public Company Limited as the trustee of Dusit Thani Freehold and Leasehold Real Estate Investment Trust Seller : Dusit Thai Properties Public Company Limited (“DTPP”) MBK Hotel & Resort Company Limited (“MBK”) In this regard, DTPP and MBK will be the promoters and will initially hold 100 percent of shares in Dusit Maldives Investment Company Limited (“DMS2”) (a company newly incorporated under laws of Republic of Maldives) whereby DMS2 will receive the transfer of the leasehold right and the ownership of the Additional Investment Assets No. 1 from DMS Property Investment Private Limited (“DMS”) (a company incorporated under laws of Republic of Maldives) who is presently the owner of the leasehold right and ownership of the Additional Investment Assets No. 1. In this regard, DREIT will invest in the in the Additional Investment Assets No. 1 by means of indirect investment through share acquisition of DMS2 shares in the proportion of 100 percent and provision of shareholder loan to DMS2. Relationship : In this regard, DTPP, as the shareholder of DMS2 who will be selling its shares owned in DMS2 to DREIT, has its major shareholders namely Dusit Thani Properties Company Limited (“DTP”) holding the proportion of approximately 84 percent of the all the sold shares and having Dusit Thani Public Company Limited (“DTC”) holding the proportion of approximately 2.75 percent of the all the sold shares. Moreover, DTP has its major shareholder namely DTC, holding the

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proportion of approximately 99.99 percent of all the sold shares. Therefore, DTPP is related to DREIT as DTC is considered to be the ultimate shareholder of DTPP as aforementioned. Furthermore, DTC is the major shareholder of Dusit Thani Properties REIT Company Limited (the “Company” or “REIT Manager”), the REIT Manager of DREIT, holding the proportion of approximately 99.99 percent of all the sold shares and is also the major trust unitholder of DREIT in the present, holding the proportion of approximately 30.02 of the total trust units.

General information of both sellers consists of 1) Dusit Thai Properties Public Company Limited (“DTPP”) Table 1-5: Brief information of DTPP Name of the company : Dusit Thai Properties Public Company Limited Date of establishment : April 1, 2009 Registered Number : 0107552000065 Location : 319 Chamchuri Square Building, 29th Floor, Phayathai Road, Pathumwan Bangkok 10330 Registered and Paid-up Capital : THB 825,000,000 Source: Business Online PLC

In this regard, list of shareholders and directors of DTPP as follows: (a) Directors

Table 1-6: List of directors of DTPP as of April 23, 2018 No. Name Position

1 Mrs. Thongtha Sinadyodharaks Director 2 Mrs. Wanwimon Suphaprasert Director 3 Mrs. Varang Chaiyawan Director 4 Mr. Chanin Donavanik Authorized Director 5 Mrs. Sinee Thienprasiddhi Authorized Director 6 Mrs. Suphajee Suthumpun Authorized Director 7 Miss Phatthaniphon Thienprasiddhi Authorized Director 8 Mr. Narongchai Wongthanavimok Authorized Director Source: Business Online PLC Remarks: Authorized director are Mr. Chanin Donavanik or Mrs. Sinee Thienprasiddhi or Mrs. Suphajee Suthumpun or Miss Phatthaniphon Thienprasiddhi or Mr. Narongchai Wongthanavimok, Two out of these five directors co-signing with the company’s seal affixed.

(b) shareholders

Table 1-7: List of shareholders of DTPP as of April 23, 2018 No. of shares No. Name Percentage (Shares)1/ 1 Dusit Thani Properties Company Limited (“DTP”) 69,337,029 84.0449 (a subsidiary of DTC which DTC holds the proportion approximately 99.99 percent of all sold shares) 2 Thai Life Insurance Public Company Limited 7,120,202 8.6305 3 Dusit Thani Public Company Limited2/ 2,272,757 2.7549 4 Other shareholders 3,770,012 4.5697 Total 82,500,000 100.0000 Source: Business Online PLC

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Remarks: 1/ Par Value THB 10.00 2/ Unitholders can study more information of DTC in Section 2.4 Appendix 1of this report

2) MBK Hotel & Resort Company Limited (“MBK”)

Table 1-8: Brief information of MBK Name of the Company : MBK Hotel & Resort Company Limited (“MBK”) Date of establishment : March 4, 1997 Registered Number : 0105540022407 Location : 444 Floor 8 Phayathai Road, Wang Mai Sub-district, Pathum Wan District, Bangkok 10330 Registered and Paid-Up Capital : THB 2,200,000,000

Source: Business Online PLC

In this regard, list of shareholders and directors of MBK as follows:

(a) Directors

Table 1-9: List of directors of MBK as of April 23, 2018 No. Name Position

1 Mr. Suvait Theeravachirakul Authorized Director 2 Mr. Kasemsuk Chongmankhong Authorized Director 3 Miss Arthorn Vanasantakul Authorized Director 4 Mr. Apichat Kamoltham Authorized Director Source: Business Online PLC Remarks: Two of the above directors co-signing together with the company’s seal

(b) Shareholders

Table 1-10: of shareholders of MBK as of April 23, 2018 No. Name No. of shares (share) Percentage

1 MBK Public Company Limited 219,999,997 100.00 2 Mr. Kasemsuk Chongmankhong 1 0.00 3 Mr. Suvait Theeravachirakul 1 0.00 4 Miss Arthorn Vanasantakul 1 0.00 Total 220,000,000 100.00 Source: Business Online PLC

(2) Subleasing and Leasing of assets and entering into the transaction with the person related to the REIT Manager

Lessor / Sub lessor : Dusit Maldives Investment Company Limited (“DMS2”) (who will become a subsidiary of DREIT after the acquisition of the Additional Investment Asset No.1) Lessee / Sub lessee : Dusit Maldives Management Company Limited (“DMS3”), a subsidiary of DMCO Relationship : DMS3 and REIT manager have the same Ultimate Shareholder which is DTC

General information of Lessee DMS3 will be established after the General Meeting of Trust Unitholders approves this acquisition of asset transaction. In this regards, trust unitholders can study information of DMCO as the major shareholder of DMS3 in Section 2.4 Appendix 1 of this report.

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(3) Loan from persons related to the Trustee of DREIT

Borrower : Krungthai Asset Management Public Company Limited as the trustee of Dusit Thani Freehold and Leasehold Real Estate Investment Trust (“DREIT”) Lender : Krungthai Bank Public Company Limited (“KTB”) Relationship : KTB may be a lender to DREIT, where KTB directly holds 99.99% of total shares of KTAM

General information of Lender Trust unitholders can study information of KTB in the official website of the SET and information of KTAM in section 2.4 of appendix 1 of this report.

1.1.5 Details of Acquired Asset that DREIT additionally invest in

DREIT will acquire 150,000 ordinary shares of DMS2, representing 100 percent of total paid-up shares of DMS2, which DMS2 will receive the transfer of the leasehold right and the ownership of the Additional Investment Assets No. 1 from DMS. DREIT will invest in the Additional Investment Assets No. 1 by means of indirect investment through (1) share acquisition of DMS2 (a company newly incorporated under laws of Republic of Maldives) from DTPP and MBK who will be the promoters and will initially hold 100 percent of shares in DMS2; and (2) providing shareholder loan to DMS2, whereby DMS2. In this regards, shareholding structure in acquiring Dusit Thani Maldives Hotel is summarized as follow:

Figure 1-3: shareholding structure in acquiring Dusit Thani Maldives Hotel is summarized as follow:

DREIT (Thailand)

Shareholder’s owns 100% loan

Dusit Maldives Investment Company Limited (DMS2) (The Republic of Maldives)

Ownership of Dusit Thani Maldives Hotel Project

• Leasehold right by the government of the Republic of Maldives on the land on which the Dusit Thani Maldives Hotel Project is situated. The remaining lease term will be approximately at 40 years on the date of DREIT’s investment • Building and constructions built on the land where the Dusit Thani Maldives Hotel Project is located • Movable properties currently used in the operation of Dusit Thani Maldives Hotel Projects

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In this regards, general information and details of the Additional Investment Assets No.1 are summarized as follows:

1) General Information of the main assets that the trust will be investing in

Table 1-11: Basic Information of Dusit Thani Maldives Hotel Location The property occupies Mudhdhoo Island in Baa Atoll, Maldives. The property is located approximately 120 kilometers northwest of Velena International Airport and approximately 8 kilometres northwest of the domestic airport, Dharavandhoo airport. Year of Operation Opened on 6 February 2012 Size and The island measures approximately 18 hectares, is regular in shape and features Topography of the Site flat topography. Land Lease / Title Dusit Thani Maldives is located on Mudhdhoo Island, which is currently owned by the Government of Republic of Maldives, represented by the Ministry of Tourism, Arts and Culture, and is held by DMS Property Investment Pvt. Ltd. under a leasehold title that was subsequently extended until September 7, 2059. Accessibility Access to the property can be gained via two options; a 35-minute sea plane ride direct to the property from Velena International Airport, or a 20-minute domestic flight to Dharavandhoo Airport from Velena International Airport, followed by a 10- minute speedboat journey. Dusit Thani Maldives offers a small club lounge for passengers transferring via seaplane at Velena International. Guestrooms The hotel’s 95 villas are divided into nine designated categories as detailed in Table 1-12. The hotel reports its financials with 94 rooms as one unit is dedicated to house use. The bulk of the inventory belongs to the water villa with pool category, making up 31% of total share. Food and Beverage The hotel features five food and beverage outlets including The Market, which is the all-day-dining restaurant, a Thai-specialty restaurant Benjarong, a seafood- specialty restaurant Sea Grill, and two bars. Sala Bar is located above Benjarong, while Sand Bar fronts the ocean and is a short walk from Sea Grill. All outlets were in good condition at the time of our inspection. Other Facilities The hotel has a Devarana-branded Spa with eight treatment rooms, a fitness centre, a kids’ club, retail shops, a yoga pavilion, tennis courts, an infinity pool, and a water sports and marine centre that is operated by a third party. Source: Reference to the appraisal report of HVS Consulting and Valuation Services by Nexus Property Consultants Co., Ltd.

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Figure 1-4: Location map of the project

Source: Reference to the appraisal report of HVS Consulting and Valuation Services by Nexus Property Consultants Co., Ltd.

Figure 1-5: Show distance from airport to Dusit Thani Maldives Hotel

Source: Google Maps

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Figure 1-6: Hotel Map

Source: Reference to the appraisal report of HVS Consulting and Valuation Services by Nexus Property Consultants Co., Ltd.

Figure 1-7: Overview of Dusit Thani Maldives Hotel

Source: Pictures taken by the Independent Financial Advisor

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Details of the villas in the Dusit Thani Maldives hotel project

Dusit Thani Maldives Hotel has a total of 95 villas, divided into 9 categories as follow:

Table 1-12: Details of the villas in the Dusit Thani Maldives Hotel Project No. Type of Villa Approximate Number of Villa Approximate total Area per Villa area of the villas (sq.m.) (Units) (sq.m.) 1 Beach Villa 122 9 1,098 2 Beach Villa with Pool 122 10 1,220 3 Beach Deluxe Villa with Pool 122 17 2,074 4 Water Villa with Pool 150 30 1/ 4,500 5 Ocean Villa with Pool 180 20 3,600 6 Two Bedroom Family Beach Villa 400 5 2,000 7 Two-Bedroom Ocean Pavilion 370 2 740 8 Two-Bedroom Beach Residence 560 1 560 9 Three-Bedroom Beach Residence 690 1 690 Total 95 16,482 Source: DMS as of February 11, 2019 Remark: 1/ Currently, 1 villa is used by the executive.

Property Highlights Dusit Thani Maldives is a 5-star resort in the Maldives that blends graceful Thai hospitality with the unparalleled luxury setting of the Maldives. Encircled by white sandy beaches, a stunning 360 degree house reef full of marine life and a turquoise lagoon, this luxury resort in the Maldives is on Mudhdhoo Island in Baa Atoll – Maldives’ first and only UNESCO World Biosphere Reserve. This Maldives hotel on the beach is just 35 minutes by seaplane from Velena International Airport. The natural beauty of the Maldives forms the perfect backdrop for the facilities and activities on offer at this Maldives romantic hotel. Guests can dive and snorkel, swim in one of the Maldives’ largest infinity pools or in the Maldives hotel’s private pool attached to each guest villa. One can retreat to the award-winning Devarana Spa with elevated treatment rooms among the coconut trees, or dine at one of the restaurants before heading back to the comfort of our Thai-inspired villas and residences.

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Table 1-13: Awards received by Dusit Thani Maldives Year 2016 Year 2017 Year 2018

Conde Nast Traveler Choice International Hotel Awards Booking.com, Awards – Favorite Resort for – Best Large Hotel Maldives Guest Review Awards 2017 – Families 9.3 out of 10

Tez Worldberry Asia Awards of Excellence Dusit Gracious Awards 2017: – Best Luxury Resort of the – Asia’s Most Excellent Hotel Maldives Resort

Gold Magellan Award Winner Food Safety Asia (FSA) Awards – Dusit Hotels & Resorts, – Luxury Resort category Achieved 97%, highest score Hotel Of The Year 2017 recorded in Maldives

International Hotel Awards International Hotel Awards Raana Awards – – International Five Star Standard – Best Resort Hotel Maldives Baa Atoll Council:

Booked.net – Best value for Booking.com, Food Safety Asia (FSA): money accommodation in Guest Review Awards: 8.8 out of 10 Maldives

Luxury Travel Guide – TripAdvisor – World Luxury Restaurant Luxury Modern Resort of the Year Certificate of Excellence 2017 Awards, Benjarong – Thai Cuisine Category

Booking.com – Guest Review Hotel Asia Culinary Challenge – Thai Select Award 2018, Award 3 awards Benjarong Restaurant awarded Thai Select status by Thai Trade

Center with H.E. Mrs. Chulamanee Chartsuwan, Ambassador of Thailand to the Maldives

TripAdvisor – Certificate of Haute Grandeur Global Hotel Travel Weekly Magellan Awards Excellence Awards: Best Luxury Hotel Indian 2018, Luxury Resort Ocean, Best Family Resort in the

Indian Ocean and Best Hideaway Spa on a Global Level

Gold Magellan Award Winner – World Boutique Hotel Awards Luxury Travel Guide – Luxury Resort category Asia & Australasia Awards

2018,

Luxury Hotel & Restaurant of the Year, Maldives

Hotel Asia Culinary Challenge World Luxury Spa Awards – TripAdvisor Certificate of (1 Gold, 5 Silver & 3 Bronze) 4 awards Excellence, Benjarong Restaurant

Prestigious Star Awards – Tuniu.com – China Travel Most Prestigious Wedding Venue Agency, “The Most Famous Resort in Republic of Maldives”

of the Year 2018 Source: www.dusit.com

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Performance Table 1-14: of Performance of Dusit Thani Maldives Items Y2015 Y2016 Y2017 Y2018

Occupancy Rate (Percentage) 63.47 67.82 76.80 84.43 Average Daily Room Rate (USD per night) 648.61 569.48 519.66 526.36 Revenue from Room (Million USD) 15.25 Service 14.13 13.29 13.69 Revenue from Food and (Million USD) 7.88 Beverages 5.33 5.73 6.66 Other revenue (Million USD) 2.07 1.94 2.17 2.86 Total Revenue (Million USD) 21.53 20.96 22.52 25.99 Source: DMS on February 11, 2019

1.1.6 Total Valuation of Consideration / Total Value of Investment and Basis Used to Determine the Value of Total Consideration Paid

The Investment Value for the Additional Investment Assets No. 1 shall have the total value in the amount of not exceeding THB 2,385,600,000 or equivalent to USD 74,550,000 where reference is made to the exchange rate of THB 32.00 per 1 USD (excluding any value added tax, as well as other relevant fees and expenses) which is a value that is higher than the lowest appraisal value of the Additional Investment Asset No. 1 as assessed by the Appraisers by approximately 5 percent by applying the income approach method according to DREIT’s structure. There are two appraisal companies which are Knight Frank Charter (Thailand) Company Limited (“KnightFrank”) and Bangkok Hospitality Consulting Services Company Limited (by Nexus Property Consultant Company Limited (“HVS-Nexus”) to appraise the value of the Additional Investment Assets No. 1. The summary of the appraisal reports of the Appraisers shall be summarized as follows:

Table 1-15: Comparison of the main assumptions used in the valuation by two independent appraisers. Main Assumptions KnightFrank HVS-Nexus

Valuation Method Income Approach Projection Period 41 Years 58 Days Approximate 41 Years (12 Jul 2018 to 7 Sep 2059) (5 Jul 2018 to 7 Sep 2602) Discount Rate 12.00% per year 10.50% per year Valuable Asset Dusit Thani Maldives Which is situated on Mudhdhoo Island, in Baa Atoll, the Republic of Maldives No. of Rooms (Villas) 95 Villas (with 94 Villas for service and 1 Villas for internal use) Occupancy Rate Y2018 – Y2059 equal to 76.7% Y2018 equal to 75.0% Y2019 equal to 75.0% Y2020 - Y2059 equal to 76.0% Average Daily Rate (ADR) Y2018 equals USD 546 / room night Y2018 equals USD 535 / room night Y2019 equals USD 562 / room night Y2019 equals USD 549 / room night Growth rate of 3.0% per annum during projection 2.4% in 2019 and 1.8% per year for Average Daily Rate (ADR) period the rest of projection period Revenue from Food and Beverage 45.0% of Room Revenue 48.5% of Room Revenue or 28% of Total Revenue or 29.0% of Total Revenue Other revenues 8% of total revenue 11% of total revenue Calculation is based on the ratio of Calculation is based on the ratio of Cost each type of costs each type of costs Operating Expense Operating Expenses consisting of Operating Expenses consisting of administrative expense, selling and administrative expense, selling and

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Main Assumptions KnightFrank HVS-Nexus marketing expense, engineering marketing expense, engineering cost, cost, utility bill and IT expense are utility bill and IT expense are calculated based on the ratio of calculated based on the ratio of each each type of costs type of costs Furniture, fixtures and equipment 4.0% of Total Revenue 3.0% of Total Revenue (FF&E) Date of Inspection 5 Jul 2018 5 Jul 2018 Date of Appraisal 12 Jul 2018 5 Jul 2018 Issue Date Report 14 Nov 2018 29 Nov 2018 Appraised Value USD 74.50 Million USD 74.40 Million Appraised Value according to USD 71.00 Million USD 72.80 Million DREIT’s structure

The summary of the appraised value of the asset that DREIT will additionally invest in with the income approach by two independent appraisers can be summarized as follows.

Table 1-16: Summary of the appraised value of the asset that DREIT will additionally invest in by independent appraisers Appraisal Value by independent appraisers Items KnightFrank HVS-Nexus Appraised Value by Income USD 71.00 Million USD 72.80 Million Approach Method according to DREIT’s Structure Investment Value Not exceeding USD 74.55 Million Not exceeding USD 74.55 Million Appraisal Value higher (lower) (4.76%) (2.35%) than Investment Value (Percentage)

In this regards, the determination of the final price that DREIT will indirectly invest in the Additional Investment Assets No. 1 through share acquisition of DMS2 from DTPP and MBK and provision of shareholder loan to DMS2, DREIT will take into account other relevant factors, including: (1) conditions of the capital and financial markets during the offer for sale of the trust units, (2) the appropriate rate of return for investors, (3) the commerciality of the assets, (4) interest rates, both domestically and on the global market, (5) the exchange rate of the Thai Baht currency and the United Stated Dollar currency ,(6) the rate of return on investments in equity instruments, debt instruments, and other investment options, and (7) results from the survey of institutional investors (Book Building) (if any).

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1.1.7 Source of Fund to the Transaction The source of funds for the Transaction will be obtained from 2 sources namely

(1) Funds from the capital increase of DREIT through the issuance and offering of additional trust units in the amount of not exceeding 365 million trust units, which will be divided into 2 portions as follows: Portion 1: To allocate not less than 100 percent of the additional trust units to be issued and offered for sale from the capital increase at this time to the existing trust unitholders whose names appear in the register book of the trust unitholders (Rights Offering). The existing trust unitholders may declare their intentions to subscribe for the additional trust units offered for sale in the amount as they are entitled to be allotted, or in the amount which is more or less than the amount they are entitled to be allotted, or they may waive their rights to subscribe for the additional trust units offered for sale at this time. Portion 2: To allocate the remaining trust units from the offer for sale in the First Portion to the public (Public Offering) as deemed appropriate in accordance with the Notification of the Capital Market Supervisory Board No. Tor Thor. 27/2559 Re: Rules, Conditions, and Procedures for Securities Underwriting, and any other relevant notifications.

(2) Loan from one or more local and/or foreign commercial banks, and may include other financial institutions or institutional lenders, whereby the loan may be given in Thai Baht (Baht) and/or other foreign currencies. In consideration of the source of such loan, DREIT may borrow money from Krung Thai Bank Public Company Limited, a major shareholder of the Trustee of DREIT.

In this regards, the capital structure that will be used to invest in the Additional Investment Assets No. 1 as followed.

Table 1-17: Initial capital structure that will be used to invest in the Additional Investment Assets No.1 Source of Fund Amount Proportion (THB Million) (Percentage) 1. Capital Increase of Trust 1,585.601/ 66.47 2. Long-term loans from financial institutions 800.001/ 33.53 Total 2,385.60 100.00 Source: REIT Manager Remark: 1/ The proportion of the fund used in this acquisition asset transaction may be changes from the above.

1.1.8 Related Agreements By entering into this Additional Investment Assets No. 1, there will be 3 types of related agreement, divided into 8 issues, consisting of (1) Head Lease Agreement entered into with the Government of the Republic of Maldives 1.1) Amended and Re-Stated Agreement for the Lease of the Island of Mudhdhoo in Baa Atoll for the Development of a 200-Bed Resort between the Government of the Republic of Maldives (represented by the Ministry of Tourism, Arts and Culture) and Coastline Hotels and Resorts Private Limited dated 21 March 2011 1.2) Deed of Assignment of the Island of Mudhdhoo in Baa Atoll between Coastline Hotels and Resorts Private Limited and DMS Property Investment Private Limited dated 6 September 2011 (2) Agreements regarding the Acquisition of Assets 2.1) Share Sale and Purchase Agreement 2.2) Resort Sale and Purchase Agreement 2.3) Deed of Assignment of the Island of Mudhdhoo in Baa Atoll between DMS Property Investment Private Limited and Dusit Investment Company Limited dated [•] 2.4) Agreement for Sale and Purchase of Hotel Operating Assets

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2.5) Draft of Undertaking Agreement (for the Additional Investment Assets No. 1) (3) Summary of Draft Agreements regarding the Procurement of Benefits. 3.1) Draft Agreement for Sublease of Land and Lease of Assets (Dusit Thani Maldives Hotel

In this regard, the key summary of such related agreements will be shown in Appendix 2 of this report.

1.1.9 Conditions to the Transaction

The acquisition of the Additional Investment Assets No. 1 is under the key conditions precedent as follows:

Table 1-18: Summary of Progress of key conditions precedent before entering into the Transaction Key Conditions Precedent Status

1) The Company must also receive the approval the trust unitholders’ . In progress meeting of DREIT in relation to the investment on the Additional Investment Assets No. 1 of DREIT. 2) The Securities and Exchange Commission has allowed DREIT to . In progress increase its capital and offer trust units to public. 3) Issued and offered trust unit to the public and the proceeds from such . In progress issuance and offering are deposited into DREIT’s account 4) Parties under the Trust Deed entered into an agreement to amend the . In progress said agreement and other related transaction agreements related to the trust 5) DREIT entered into a loan agreement to have minimum credit facility . In progress for DREIT on the share purchase date 6) Proceed in accordance with the conditions precedent in the loan . In progress agreement in all respects, or waive certain conditions or all conditions under the loan agreement 7) DTC must also receive the approval of the Board of Directors’ Meeting . In progress and/or the shareholders’ meeting of DTC in relation to the investment on the Additional Investment Assets No. 1 of DREIT. 8) DTPP must also receive the approval of the Board of Directors’ . In progress Meeting and/or the shareholders’ meeting of DTPP in relation to the investment on the Additional Investment Assets No. 1 of DREIT. 9) MBK must also receive the approval of the Board of Directors’ Meeting . In progress and/or the shareholders’ meeting of MBK in relation to the investment on the Additional Investment Assets No. 1 of DREIT. Source: The Company

1.2 Key Information of Dusit Thani Freehold and Leasehold Real Estate Investment Trust

Please refer to Appendix 1 of this report

1.3 Summary of Key Information of the Related Agreements

Please refer to Appendix 2 of this report

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Part 2: Reasonableness of Acquisition of Additional Investment Assets No.1 of DREIT and Entering into Transaction with Connected Person to REIT manager

2.1 Objective and Necessity of Entering into Transaction

The main objective of DREIT to enter into the transaction is to invest in a hotel project, namely the Dusit Thani Maldives hotel project, in which the REIT manager has considered this additional investment in hotel project in order to comply with an investment policy and objective of the establishment of DREIT. The Board of Directors of the REIT Manager has considered details of the transaction and has an opinion that the assets that the REIT plans to invest have been selected, studied, analyzed, examined and evaluated accordingly, such as due diligence, both in terms of legal issues and worthiness of assets’ value to be acquired. The Acquisition of Additional Investment Assets is in accordance with the investment policy of DREIT which focuses on investing in real estates or leasehold rights, as well as the right to sublease high quality real estates, especially hotel projects. DREIT focuses on providing benefits in the form of rental fee for benefits of continuous growth of DREIT’s income base and risk diversification through investment in several real estates in different locations since all current major assets of DREIT are located in Thailand. Moreover, the Additional Investment Assets No. 1 with the leasehold of Dusit Thani Maldives hotel for 40 years, is located in the Republic of Maldives which is a dream destination of tourists from all over the world. In addition, the Acquisition of Additional Investment Assets No. 1 offers an attractiveness of DREIT to investors because an increase in DREIT's asset size, market value, and income from asset utilization. This investment also provides a return, to the trust unitholders in the first year after the Acquisition of Additional Investment Assets, which is not less than those offered in the past.

2.2 Advantages, Disadvantages, and Risks of Entering into Transaction

2.2.1 Advantages of entering into Transaction

(1) An investment in operating assets with high potentials with an ability to generate income immediately The Dusit Thani Maldives hotel project (Leasehold), which is the asset that DREIT shall acquire from entering into this transaction, has officially been in operation since 2012. The project thus has steady income and good operating performance consistently. The occupancy rate in 2018 was at 84.43 percent, which was a good level compared to the average occupancy rate of the existing main assets of DREIT, consisting of Dusit Thani Laguna Phuket, Dusit Thani Hua Hin, and Dusit D2 Chiang Mai, which have the average occupancy rate of 68.96 percent, 67.71 percent, and 80.77 percent, respectively. In addition, after the Acquisition of Additional Investment Assets, DREIT shall have rental income immediately from subleasing and leasing the Additional Investment Assets No. 1 to DMS3. The Dusit Thani Maldives Hotel is a 5-star luxury hotel, mixing between Thai-style management and stunning views of the Maldives. This luxury resort is surrounded by white sandy beaches, turquoise sea and 360-degree view of coral reefs that surround Mudhdhoo Island in Baa Atoll province, which is an area that has been declared by UNESCO as the first and only biosphere reserve in the Maldives. And it takes only 35 minutes by sea plane to travel from Velana International Airport to the resort.

(2) An investment that helps to diversify concentration risk and customer groups According to the Acquisition of Additional Investment Assets No. 1, DREIT shall acquire Dusit Thani Maldives hotel project located in the Republic of Maldives which shall help support business expansion to be in line with DREIT’s strategies, as well as increases the source of income. The hotel to be invested, at this transaction, is situated in a location that is different from the current main assets of DREIT. In addition, the target customers of this hotel are also different from the existing ones. Therefore, the Acquisition of Additional Investment Assets No. 1 shall

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help diversify concentration risk from the current situation that DREIT has an entire proportion of investment income from Thailand. While, after the Acquisition of Additional Investment Assets, DREIT shall have a proportion of investment income from Thailand and the Republic of Maldives at approximately 47.74 percent and 52.25 percent of total investment income, respectively (based on the projected income statement and details of the net income according to the assumptions for the projection period from 1 January 2020 to 31 December 2020 prepared by KPMG) which shall help reduce dependency on income sources from Thailand.

(3) An investment that helps to increase income and cash flow for DREIT This Acquisition of Additional Investment Assets will increase income and cash flow for DREIT from an increase in income and cash flow from rental income of the existing assets. It will benefit DREIT and the trust unitholders in the long term. The investment income will increase to THB 560.87 million from THB 267.84 million, while net cash flow that can be used to pay benefits shall increase to THB 364.75 million from THB 183.14 million (based on the projected income statement and details of net income according to the assumption for the projection period from January 1, 2020 to December 31, 2020, prepared by KPMG). The IFA has an opinion that the Acquisition of Additional Investment Assets has a return on investment rate at an interesting level and higher than financial costs of DREIT (For further details, the trust unitholders can refer to rate of return in Part 2, Item 2.5 of this report).

(4) An investment that increases an attractiveness of DREIT towards investors from an increase in DREIT’s asset size in good return-generating assets which is one factor that supports the trading liquidity of DREIT After the Acquisition of Additional Investment Assets No. 1, DREIT shall have an increase in assets and investment income of approximately THB 6,767.67 million (based on the audited financial statements of DREIT as of December 31, 2018 and adjusted with assets generated from this transaction) and THB 560.87 million (based on the projected income statement and details of the net income according to the assumptions for the projection period from January 1, 2020 to December 31, 2020 prepared by KPMG), respectively. When comparing to income from the existing assets of DREIT, which comprised of 3 hotels, having investment income-rental income in 2018 of THB 226.34 million (based on the audited financial statements of DREIT as of 31 December 2018). Additionally, the increase in assets and income of DREIT shall lead to positive effect and increase investors’ confidence which shall affect the attractiveness of investment in DREIT towards the perspective of general investors in which it is one of factors that shall support the trading liquidity of DREIT in the future.

(5) An investment that is in line with investment policy of DREIT The Acquisition of Additional Investment Assets No. 1 is an investment in the leasehold rights of Dusit Thani Maldives hotel project, with the remaining lease term of approximately 40 years (as of the date of entering into the transaction). The hotel has been in operation since 2012 in accordance with the investment policy of DREIT, which determined to focus on investing in real estates that generate revenue in hotel project or other real estates that DREIT may invest in order to generate revenue and return to DREIT for benefits of the trust unitholders continuously in the long term.

2.2.2 Disadvantages of Entering into Transaction

(1) DREIT will have a higher debt-to-asset ratio (Debt Ratio) According to this Acquisition of Additional Investment Assets, DREIT shall have part of its funding through a borrowing from financial institutions. The debts are expected to increase by approximately THB 800 million whereas the total assets shall increase by approximately THB 2,385.60 million, resulting in an increase in a debt to total assets ratio (Debt Ratio) from 0.1492 times to 0.2067 times (based on the audited financial statements of DREIT as of December 31, 2018 and adjusted with liabilities and assets arising from this Transaction). However, the REIT manager (together with a review by trustee) shall have to manage DREIT’s capital structure not to exceed a debt to total assets ratio as specified in the Notification of the Capital Market Supervisory Board No. Tor.Jor. 49/2555 Re: Issuance and offering of trust units for real estate investment (and its amendments).

(2) Increase in interest burdens from borrowings for DREIT

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According to this Acquisition of Additional Investment Assets No. 1, DREIT shall raise part of the funding through borrowing from financial institutions, resulting in an interest burden from the borrowings. According to the interest burden that the IFA receives from the REIT manager, the IFA has an opinion that DREIT can use cash flow from income to be acquired from this Acquisition of Additional Investment Assets No. 1 to pay for interest burden sufficiently.

2.2.3 Risk of Entering into Transaction

(1) Risk of the Seller not able to comply with all conditions precedent, causing DREIT not able to enter into the Transaction According to this Acquisition of Additional Investment Assets No. 1, the Seller must complete all conditions precedent before DREIT can enter into the investment. DREIT may be exposed to risks in the event that the seller is not able to deliver or comply with all conditions precedent as scheduled which can result in delays in investment or DREIT cannot enter into the transaction in which DREIT may be affected by several preparation expenses. In this regard, DMS will be responsible for all expenses in relation to the investment in the Additional Investment Assets No. 1 in case where the investment in the Additional Investment Assets No. 1 is unsuccessful, except for the underwriting fees of the additional trust units issued and offered for sale at this time which will be borne by DREIT in any given cases.

(2) Risk of not being able to find a new sub-lessee after an expiration of 21-year sublease agreement According to the Acquisition of Additional Investment Assets No. 1, DREIT shall acquire the leasehold rights of Dusit Thani Maldives hotel project for a period of approximately 40 years (as of the date of entering into the Transaction) and DREIT shall sublease the Additional Investment Assets to DMS3 for a period of 21 years. Based on the difference between lease term and sublease term, DREIT has a mismatching risk from the expiration of sublease agreement and DREIT cannot find a new sub-lessee, which shall affect DREIT’s income, including the ability to pay benefits to the trust unitholders. The REIT manager is well aware of such risk and provides initial information that prior to the expiration of the lease / sublease agreement for approximately 3 years, DREIT and DMS3 shall negotiate whether to renew the agreements. In the event that the agreements are not renewed, DREIT will have approximately 3 years to find a new sub-lessee which is considered as relatively sufficient time to resolve this issue.

(3) Risk of natural disasters and/or force majeure that may affect operating performance of lessee Additional Investment Assets to be acquired at this time may be exposed to risks arising from a particular event that may directly affect the leased assets or area near to the location of leased assets, such as fire, flood, and earthquake. The aforementioned events are considered as an external risk beyond control of DREIT that may affect the operating performance of lessee to be unable to deliver income to DREIT as expected or in the worst case that the lessee cannot return income to DREIT. In the past, there were two major events that occurred in the Republic of Maldives: (1) a tsunami in 2012; based on interviews with the management of Dusit Thani Maldives hotel and the REIT manager, Dusit Thani Maldives hotel was slightly affected by the event and could claim all compensation from insurance companies, and (2) political unrest in 2011-2012 which directly affects the tourism industry of the Republic of Maldives. Therefore, in order to alleviate the burden of property damage to the Additional Investment Assets No. 1, DREIT shall purchase insurance for the protection period throughout the rental period, for example, All Risk Insurance and Political Violence Insurance, etc.

(4) Risk of exchange rate fluctuation According to this Acquisition of Additional Investment Assets No. 1, assets to be acquired are hotel and company located in the Republic of Maldives in which main income and expenses are in U.S. dollars. An exchange rate fluctuation may affect income that to be returned to DREIT in Thai Baht currency. In addition, if the funds through borrowings for entering into this transaction are in U.S. dollars, exchange rate fluctuation may affect the value of liabilities of DREIT at the end of the period and/or impacts on financial costs (interest expenses) of DREIT. The REIT Manager is well aware of exchange rate risk. Therefore, DREIT may enter into a futures contract

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or trade derivatives product to prevent the risk of DREIT from exchange rate risk, such as cross currency swap, etc.

(5) Risk of interest rate fluctuation According to this Acquisition of Additional Investment Assets No.1, DREIT has some sources of funds from borrowings from financial institutions. From the initial loan term sheet received, the REIT Manager expects interest expenses to be based on the reference rate which is a floating rate. If the interest rate increases due to any reason, DREIT may have to bear a higher interest burden as well which may affect profitability of DREIT. The REIT manager is aware of the risk has a policy to closely monitor the trend of interest rate changes, as well as manage financial costs to be as efficient as possible, such as refinancing or preparing to search for sources of funds with lower costs. In addition, DREIT may enter into futures contracts or trade derivatives product to prevent the risk of DREIT from interest rates arising from the whole or parts of borrowing, such as interest rate swap, etc.

(6) Risks of capital increase of DREIT for unsuccessful assets investment According to this Acquisition of Additional Investment Assets No.1, DREIT shall use fund raising through capital increase by issuing and offering new unit trusts in an amount of not exceeding 365,000,000 units to invest in the Additional Investment Assets No. 1 which shall be allocated to the existing trust unitholders (Rights Offering) and the rest shall be allocated to general public (Public Offering). The offering price shall be determined later. If the offering price is higher than the market price, this may cause the existing unitholders and/or the general public not interested in the capital increase which may result in insufficient amount of money to invest in such Additional Investment Assets. However, the REIT manager has a policy to prevent such risks by considering the proceeds of the offering of trust units in the format of firm underwriting. It depends on conditions that the REIT manager must agree with the underwriter that will able to perform such duties which can reduce the risk of being unable to raise the amount of fund accordingly.

(7) Legal Considerations The main risks are risks related to fees that may arise from employees who are staff of the Dusit Thani Maldives hotel from the Acquisition of Additional Investment Assets No. 1 which shall consist of the following acquisition: (1) Leasehold rights and ownership of the Additional Investment Assets No. 1; (2) Right of claim and the liabilities as recorded on the book account on the specified date, as well as current assets and current liabilities used in the operation of the Dusit Thani Maldives hotel project; (3) Agreements with third parties, permission letter, and relevant permits, and; (4) Human resources which are employees of DMS

(collectively referred to (2) - (4) as “Assets Other Than Leasehold Right and Ownership in Additional Investment Assets No. 1”). Subsequently, DMS2 shall transfer Assets Other Than Leasehold Right and Ownership in Additional Investment Assets No. 1 to DMS3 and DMS3 shall sublease and lease the Additional Investment Assets No. in order to operate the Dusit Thani Maldives hotel project accordingly. The procedure shall take place before DREIT’s entry into the investment in shares of DMS2. After the lease/sublease agreements of DMS3 expires, DMS3 must transfer the Assets Other Than Leasehold Right and Ownership in Additional Investment Assets No. 1 back to DMS2. However, under the law relating to the Trust, DREIT cannot receive a transfer of employees who are staff of the Dusit Thani Maldives hotel. Therefore, DMS3 has to terminate employment of all employees which shall result in additional expenses, such as expenses are used to terminate employment which may directly affect hotel’s operating performance and rental income that DREIT shall receive. In this regard, the REIT manager is well aware of the risk and will put in writing that the lessor (DMS3) will bear the related costs associated with the said employees and the termination of those employee (if there is any). And DMS3 will not take the aforementioned cost as part of rental income according to the agreement. (For details on the agreement, trust unitholder can refer to Appendix 2, Topic 3.1 Draft Lease and Sublease Agreement of this report).

(8) Risk of not being approved by the Trust Unitholders' Meeting

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One of key conditions in this transaction is seeking an approval at the Trust Unitholders’ Meeting. If the Trust Unitholders' Meeting does not approve the transaction, the transaction shall not occur and does not have any impact on DREIT and/or the current business operation of DREIT because DREIT does not place a deposit or any warranty and payment of the purchase price shall occur only when the transaction is completed. In this regard, DMS will be responsible for all expenses in relation to the investment in the Additional Investment Assets No. 1 in case where the investment in the Additional Investment Assets No. 1 is not successful, except for the underwriting fees of the additional trust units issued and offered for sale at this time which will be borne by DREIT in any given cases.

2.3 Advantages and Disadvantages of Entering into Transaction with Connected Person to REIT Manager

2.3.1 Advantages of Entering into Transaction with Connected Person to REIT Manager

(1) Connected Person has experience in hotel business, which reflects the quality of Additional Investment Assets to be acquired Since DTC, which is a Connected Party to the REIT manager in the Acquisition of Additional Investment Assets, has experience in hotel business for more than 69 years. As of 2017, DTC is managing 27 hotels in 8 countries. DTC directly invested in 9 hotels (currently there is one hotel under renovation) and under DTC’s management of 18 hotels, with a total number of rooms of more than 7,000 room keys. DTC has also established a joint venture company with MBK since 2011 to invest in Dusit Thani Maldives hotel project before the hotel would be officially opened in 2012. Therefore, DREIT can be confident in the quality of real estate to be acquired at this time because the hotel is well managed and maintained by DTC, having experience in the hotel business from the beginning. The hotel to be acquired is located in the Republic of Maldives which is a very good location for the hotel business since it is a dream destination for tourists from all over the world.

(2) Connected Person has experience in collaboration with DREIT and the REIT manager, causing them more flexible in mutual operation Since DREIT and DTC have experience in trade of assets between each other beforehand. DTC has sold assets / leasehold rights of 3 hotels, namely Dusit Thani Laguna Phuket, Dusit Thani Hua Hin, and Dusit D2 Chiang Mai to DREIT since 2010. Moreover, DTC currently serves as the property manager for all assets in DREIT. According to experience in collaboration with DREIT and the REIT manager in the past, this would make collaboration and operations of the Acquisition of Additional Investment Assets No. 1 to be more flexible when comparing to investing in third party’s assets.

(3) Connected Person has experience in assets management which causes the management / maintenance of assets to be continued constantly DTC, which is a Connected Party to the REIT manager for entering into the Acquisition of Additional Investment Assets, is the Seller, lessee / sub-lessee, and the REIT manager of DREIT. DTC is experienced and one of the leading hotel business operators in Thailand with a unique Thai services at international standard level. Therefore, this shall enable management and maintenance of Additional Investment Assets to be continued constantly and efficiently. According to a visit at Dusit Thani Maldives hotel, the IFA found that the hotel is very well maintained.

2.3.2 Disadvantages of Entering into Transaction with Connected Person to REIT Manager

(1) Doubt arising from a Connected Transaction The Acquisition of Additional Investment Assets No. 1 by purchasing assets from DTPP, which has DTC as an ultimate shareholder, a Connected Party with control power in the Company, currently serving as the REIT manager of DREIT, may create doubt to the Company’s independence in acting as the REIT manager in negotiating conditions for entering into

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transactions with DTPP, both in terms of prices and conditions for the Acquisition of Additional Investment Assets. However, prior to investing in such assets, the Company, as the REIT manager of DREIT, has hired a consultant in making due diligence of information and agreements related to assets and key equipment of Additional Investment Assets (pursuant to the Notification of the Office of the SEC SorRor. 26/2555). While price of the Acquisition of Additional Investment Assets is based on two independent appraisers, approved by the SEC. In addition, entering into such Connected transaction must go through the process of conducting a related transaction in accordance with the procedure, as well as consideration of the REIT manager's Board of Directors (the interested directors do not participate in the approval of the transaction) and received an approval from the trustee that the transaction was in accordance with the trust deed of DREIT and related laws. The aforementioned actions are one approach to protect the interests of DREIT in entering into the transaction with a Connected Party.

2.4 Impact on the existing trust unitholders

DREIT will use additional funding sources and borrowings from financial institutions in a total investment amount of not more than USD 74.55 million, or equivalent to THB 2,385.60 million (excluding VAT, as well as other fees and other related expenses) to invest in Additional Investment Assets. Types and details of sources of funds are as follows: (1) Funds raising through the capital increase of DREIT by issuing the trust units of not exceeding 365 million units, which may be divided into 2 portions as following: First Portion: To allocate not less than 100 percent of the additional trust units to be issued and offered for sale from the capital increase to the existing trust unitholders whose names appear in the register book of the trust unitholders (Rights Offering). The existing trust unitholders may declare their intentions to subscribe for the additional trust units offered for sale in the amount as they are entitled to be allotted, or in the amount which is more or less than the amount they are entitled to be allotted, or they may waive their rights to subscribe for the additional trust units offered for sale at this time. Second Portion: To allocate the remaining trust units from the offer for sale in the First Portion to the general public (Public Offering) as deemed appropriate in accordance with the Notification of the Capital Market Supervisory Board No. TorThor. 27/2559 Re: Rules, Conditions, and Procedures for Securities Underwriting, and any other relevant notifications. (2) Borrowing money from local and/or foreign commercial banks which may be one or more local and/or foreign commercial banks, and may include any other financial institutions, whereby the loan may be given in Thai Baht (THB) and/or other foreign currencies.

Raising funds through the issuance and offering of additional trust units by allocating and offering as the above method may affect the existing trust unitholders of DREIT in terms of control dilution, price dilution effect, and earnings dilution effect as follows:

A. Control Dilution Effect The issuance and offering of additional trust units is an offering to the existing trust unitholders (Rights Offering: RO) which shall reduce the impact of control dilution. However, if there are the additional trust units left after the offering to the existing trust unitholders, the REIT Manager may allocate the remaining additional trust units to the existing trust unitholders who have expressed their intention to purchase the additional trust units in excess of their rights and/or the general public (Public Offering: PO). The existing trust unitholders who do not fully use their rights to subscribe to the trust units or subscribe in an amount lower than their rights, may be affected by control dilution. As there are still uncertainty of the proportion of RO and PO, the IFA, therefore, evaluated the possibility that may occur in order to calculate the effect of control dilution which can be summarized as follow:

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Table 2-1: Impact of Control Dilution Cases Control Dilution Effect Case 1: RO 100 percent of the additional trust units None issued and offered Case 2: RO 75 percent and PO 25 percent of the 11.78 percent additional trust units issued and offered Case 3: RO 50 percent and PO 50 percent of the 23.57 percent additional trust units issued and offered

B. Price Dilution Effect Since the REIT manager has not yet determined the offering price of the additional trust units, the IFA, therefore, is unable to analyze effect of price dilution. However, if the offering price of the additional trust units lower than the market price of the trust units on the date of issuance and offering of additional trust units, the trust unitholders may be affected by the price dilution. If the offering price of additional trust units is lower than the market price for every 1.00 percent, the price dilution shall be approximately 0.47 percent. C. Earnings Dilution Effect in terms of Cash Distribution Per Unit (DPU) Based on the projected income statement and details of the net income according to the assumptions for the projection period from January 1, 2020 to December 31, 2020, dated February 6, 2019, prepared by KPMG Phoomchai Audit Co., Ltd., the projected rate of return of trust unitholders in the first year (2020), after the Acquisition of Additional Investment Assets No. 1, Cash Distribution Per Unit (DPU) of DREIT in the first year shall be THB 0.4354 per unit. It is not inferior in the case that DREIT does not invest in any Additional Investment Assets (considering income from three existing assets of DREIT only), which shall have DPU in the first year equal to THB 0.4354 per unit. Details of the projected income statement and allocation of profits in each case are as follows: Table 2-2: Projected income statement and allocation of profit from income statement, as well as distributions according to hypothetical scenarios. Items Case: Case: Existing Assets After the Acquisition of (Unit: THB Thousand) (and Renovate the Additional Investment except per unit Existing Assets) Assets No. 1 Investment Income - Rental Income 267,840 560,874 Other Income 507 570 Total Income 268,347 561,444 Other Expenses 24,577 94,548 Financial Costs 48856 110800 Total Expenses 73,433 205,348 Net Income 194,914 356,096 Plus: Non-Cash Expenses 861 30,102 Less: Reserve for Loan Interest Payment (12,634) (21,453) Net Cash Distributable Through Benefits 183,141 364,745 Expected Distributions Through Benefits (%) 97.3 92.4 Number of Trust Units (million units) 409.4 774.4 Expected Distributions Through Benefits 178,253 337,174 Distributions Per Trust Unit (THB) 0.4354 0.4354 Source: Projected income statement and details of the net income according to the assumptions for the projection period from 1 January 2020 to 31 December 2020, dated 6 February 2019, prepared by KPMG Phoomchai Audit Co., Ltd. However, if the net profit and dividend paid to the trust unitholders in the future after the Acquisition of Additional Investment Assets No. 1 have a growth rate less than the growth rate of number of the additional trust units, the trust unitholders may be affected by Earning Dilution. In this regard, the trust unitholders can consider the information in the projected income statement and details of the net income according to the assumptions for the projection period from January 1, 2020 to December 31, 2020, as well as the report of certified auditor for Dusit Thani Freehold and Leasehold Real Estate Investment Trust dated February 6, 2019 prepared by KPMG Phoomchai Audit Co., Ltd. (Attachment 7) attached to the invitation letter of the Trust Unitholders’ Meeting.

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2.5 Investment Return Analysis

In considering the reasonableness of the Acquisition of Additional Investment Assets No. 1 of DREIT from an investment in hotel real estates, the IFA has considered the information regarding Additional Investment Assets from the REIT Manager and/or the financial advisor of the REIT manager, interviews with the management of the REIT manager, interviews with the management of the hotel, information from financial statements and pro forma financial statement reviewed and audited by the auditors, business plans and other relevant information. The IFA’s opinion on the reasonableness of the Acquisition of Additional Investment Assets is based on the assumption that such received information and important documents are complete and accurate, based on the current situation, future economic conditions are not significantly different from the current economic conditions, as well as various assumptions have been verified by the REIT manager. The IFA deploys free cash flow valuation approach to consider the future operating performance of Dusit Thani Maldives hotel under the investment through Dusit Maldives Investment Company Limited ("DMS2") in order to evaluate the rate of return on investment to DMS2 and the rate of return on investment to DREIT. The appropriateness of entering into the transaction by considering the cash flow at various levels according to the diagram 2-1 below:

Diagram 2-1: Cash flows at various investment levels

Free Cash Flow Valuation Approach

The IFA has divided types of free cash flow related to investments in Dusit Thani Maldives hotel into 2 types as follows:

. Free Cash Flow to DMS2 The value of free cash flow to DMS2 reflects the return and risk that DMS2 shall receive as an investor and lessor of Dusit Thani Maldives hotel project. The IFA has calculated the future free cash flow from the financial projection of DMS2 for 40 years, that is, from the date that DREIT enters into the investment until the expiration of leasehold term (from September 1, 2019 to September 7, 2059), based on an assumption that the business of Dusit Thani Maldives hotel shall continue to operate (Going Concern Basis) according to the remaining leasehold term of the main lease agreement with the government of Republic of Maldives without any significant changes and under the current economic conditions and circumstances. If any factors have

I V Global Securities Public Company Limited Part 2 Page 36 Opinion Report of the Independent Financial Advisor Dusit Thani Freehold and Leasehold Real Estate Investment Trust changed significantly, this may affect the evaluation of investment returns and may affect the opinion of the IFA. Free cash flow of DMS2 shall be in US dollars.

. Free Cash Flow to DREIT (Only parts that are related to the Acquisition of Additional Investment Assets No. 1) Free cash flow from the Acquisition of Additional Investment Assets of DREIT reflects the return and risk of the investment in perspective of DREIT in an indirect investment in Dusit Thani Maldives hotel via investment in DMS2. The IFA has estimated the free cash flow that DREIT has invested in DMS2 from entering into shares purchase and loans provision in which DREIT shall receive cash back in the form of dividends, loan principal, and loan interest. In this regard, cash flows received in various forms shall be deducted by relevant withholding taxes to reflect the actual rate of return of DREIT. In addition, the Acquisition of Additional Investment Assets No. 1 of DREIT will have additional expenses to DREIT, such as management fee, including trust management fee, trustee fee, and registrar fee and administrative expenses, consisting of annual fees for listing DREIT on the SET, professional fee, insurance premiums, specific business tax and other expenses. Free cash flow from DMS2 which is delivered to DREIT will be converted into Thai Baht in order to offset the additional cost of DREIT in Thai Baht. The exchange rate used by the IFA shall be equal to Baht 32.00 per USD1.

In evaluation, the IFA applies the following main assumptions:

Projection of operating performance of Dusit Thani Maldives hotel (for the use in evaluating rental income of DMS2)

As the fixed rental and variable rental of DMS2 shall depend on the operating performance of Dusit Thani Maldives hotel, the IFA has prepared a financial projection for Dusit Thani Maldives hotel as follows;

Table 2-3: Income structure of Dusit Thani Maldives hotel in 2016 - 2018 2016 2017 2018 Average Average proportion Growth Million Percent Million Percent Million Percent to total Rate in Type of service income USD USD USD income in 2016 - 2016 -2018 2018 (%) (%) Room services income 13.29 63.4 13.69 60.8 15.25 58.7 61.0 7.1 Food and beverage income 5.73 27.4 6.66 29.6 7.88 30.3 29.1 17.2 Other operating income 1.94 9.2 2.17 9.6 2.86 11.0 10.0 21.6 Total Income 20.96 100.0 22.52 100.0 25.99 100.0 11.4 Source: DREIT

Room services income Average occupancy rate, average daily rate, and growth rate of the average daily rate during the past 5 years can be summarized as follows:

Table 2-4: Information of average occupancy rate, average daily rate, and growth rate of the average daily rate during 2014-2018 2014 2015 2016 2017 2018

Occupancy Rate Percent 64.97 63.47 67.82 76.80 84.43 Average Daily Rate USD / Room / Night 660.3 648.6 569.5 519.7 526.36 Growth Rate of the Average Percent 3.54 (1.76) (12.20) (8.75) 1.29 Daily Rate

1 In order to reduce transaction risks from exchange rates, the REIT manager, DTPP, and MBK agreed that the price of the Additional Investment Assets shall be paid in Thai Baht at the exchange rate of THB 32.00 per USD.

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2014 2015 2016 2017 2018

Revenue Per Available USD / Room / 429.0 411.7 386.2 399.1 444.4 Room (RevPAR) Night Growth Rate of Percent 12.92 (4.04) (6.18) 3.33 11.35 Total Revenue Per Room Source: Information from DREIT and DMS, as of 11 February 2019

. Average Occupancy Rate The IFA has determined the assumption that the average occupancy rate is constant throughout the projection period, at 76.0%, based on the average occupancy rate from the budget plan prepared by the hotel management and property appraisal report, together with reviewing from the actual operating performance dating back from 2014 - 2018, where the average occupancy rate was in a range of 63.47% - 84.43%, while during 2016 - 2018 was 75.9%. When considering information of comparable competitors and industry from the report of independent appraisers, as well as from the interview with the hotel management regarding marketing plans, the IFA has an opinion that the average occupancy rate is feasible.

. Average Daily Rate The IFA compared the average daily rate from the budget plan prepared by the hotel management, from the interview with the hotel management, with the database from the report of the independent appraisers. The IFA has projected the average daily price in 2019 at USD 527.0 million per night and determined that the growth rate of average daily rate from 2019 to 2020 is 2.50% per year in accordance with the budget plan of the hotel management. The IFA has an opinion that the average growth rate of average daily price is feasible because it is close to the projection of USD inflation rate in 2019 - 2020. In addition, for the year 2021 onwards, the IFA determined that the growth rate of average daily rate shall be 1.80% per year according to the inflation projection in the future since 2021 onwards, based on The Economist Intelligence Unit (EIU) (the main currency used in the hotel and tourism business in the Republic of Maldives is USD).

Table 2-5: Inflation data during 2014-2017 and projection during 2018 - 2022 Actual Data Projection 2014 2015 2016 2017 2018 2019 2020 2021 2022 Consumer Price Inflation (MVR) % 2.1 1.0 0.5 2.8 1.5 1.7 2.5 2.5 2.5 Consumer Price Inflation (USD) % 1.6 0.1 1.3 2.1 2.4 2.4 1.3 1.8 1.9 Source: World Bank and The Economist Intelligence Unit (EIU)

Food and beverage income The IFA inferred food and beverage income based on historical data and the budget plan prepared by the hotel management. The IFA has an opinion that the historical data can reflect the proportion of food and beverage income in the projection period since the proportion of food and beverage income per room services income is relatively stable as the customers must use this service when staying at the hotel. In addition, the hotel management still has no plans to significantly change this business segment. Therefore, the IFA determined the proportion of food and beverage income equal to 51.3% of room services income which is used as a fixed rate throughout the projection period.

Other operating income Other operating income, including spa income, laundry income, income from activities, and income sharing from airport shuttle services, etc. The assumptions used in projecting the proportion of other operating income to room services income, the IFA referred to and compared with other operating income from the past information and the budget plan prepared by the hotel management. The IFA has an opinion that the information in the past can reflect the proportion of other operating income to room services income in the projection period since the business units that are the source of other operating income are business units that generate relatively stable income, along with room services income. Therefore, the proportion of other operating income is determined at 19.0% of room services income throughout the projection period. And the proportion of other operating income to room services income in 2018 was 18.8%.

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Cost of business operation Costs from hotel operations in room services department, food and beverage department, and other income generating departments, consisting of 2 parts: (1) direct costs, which vary in accordance with each type of income, such as raw material costs for food and beverages and (2) fixed costs that are determined the growth rate at 2.5 percent per year based on the budget plan prepared by the hotel management and inflation rate. The assumptions used in projecting variable costs are based on the operating performance of the assets in the past during 2017-2018. Details are as follows:

Table 2-6: Assumptions of variable costs from business operation Cost According to the proportion of each type of income Assumption

Costs of room services as %of room services income 20.9 Costs of food and beverage as %of food and beverage income 54.7 Other costs as %of other income 44.6 Source: DREIT

Administrative expenses The main administrative expenses of Dusit Thani Maldives hotel consist of administrative expenses, training expenses for employees and staff, selling and marketing expenses, utilities expenses, and property operations maintenance & energy costs (POMEC), which consist of 2 parts: (1) direct costs, which vary according to total income and (2) fixed costs such as expenses related to employees and staff which is set to grow at a rate of 2.5 percent per year based on the budget plan prepared by the hotel management and inflation rate. The assumptions used in estimating variable costs are based on the operating performance of the assets in the past during 2017-2018. Details are as follows; Table 2-7: Assumptions of administrative expenses Expenses According to the proportion Assumption

Administrative expenses as % of total income 3.5 Selling and marketing expenses, as %of total income 5.5 Property operations maintenance & energy (POMEC) as % of total income 9.5 Source: DREIT

Management fees and other expenses in business operation The expenses charged by the hotel management include base management fee, incentive management fee and other expenses. The IFA referred to assumptions of the aforementioned expenses as specified in the relevant agreements and from the budget plan prepared by the hotel management. Details are as follows: Table 2-8: Assumptions used in estimating administrative fees and other expenses in business operation Expenses Assumption

Base Management Fee 2.0 percent of total income License Fee 1.0 percent of total income Incentive Management Fee 5.0 percent of Gross Operating Profit (GOP), deducted Base Management Fee Land Rental Fee Approximately USD 1.00 million per year, fixed throughout the leasehold period Other Expenses Approximately USD 0.20 million per year Source: DREIT

Reserve for Furniture, Fixtures & Equipment (FF&E Reserve) The IFA has determined that the reserve for furniture, fixtures and equipment equal to 3 percent of total income, based on the report of the independent appraisers. In this regard, the reserve, if not fully used, can be returned to the main lessee (DMS2) and returned to the trust unitholders of DREIT finally.

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Projected Cash Flow to DMS2

(1) Rental Income Dusit Maldives Investment Company Limited ("DMS2") (a subsidiary of DREIT) shall provide benefits from the Additional Investment Assets No. 1, which is the Dusit Thani Maldives hotel project. Such assets are leased and/or subleased to Dusit Maldives Management Company Limited ("DMS3") which is a newly established company. The rental income that the lessee and/or sub-lessee must pay to DMS2, consisting of fixed rental and variable rental. Details are as follows:

(i) Total Rental Income Total Rental Income equals to final fixed rental fee plus the variable rental which shall be equivalent to EBITDA – Share of Lessee or + Compensation from Lessee Whereby, EBITDA means earnings before interest taxes depreciation and amortization according to the calculation formula as same as in the case of the existing assets as follows;

Table 2-9: EBITDA calculation formula Earnings EBITDA = (A-B-C-D) Before Interest A = Total income from the hotel business operation during the quarter Taxes (Room services income, food and beverages income, and other operating income) Depreciation B = Total costs from the hotel business operation during the quarter and (Costs of room services, costs of food and beverages and other operating costs) Amortization C = Total expenses incurred due to the sales and services from the hotel business (EBITDA) operation during the quarter D = Total expenses incurred due to the other operations from the hotel business operation during the quarter (Property tax, hotel management fee, business interruption insurance premiums, and public liabilities insurance premium, etc.) Source: DREIT

(ii) Fixed Annual Rental Fixed annual rental means initial fixed rental fee in each year or the final fixed rental fee in each year (as the case may be) where, Initial Fixed Rental Fee (a) In case of the first rental year or a year for reconsideration (reconsidering the rental fee every 3 years from the date of the lease agreement): Equal to USD 7,000,000 per year or two-thirds of the average of the total rental income in the past 3 years, whichever is greater. (b) Other years, not the first rental year or a year for reconsideration: Equal to USD 7,000,000 or final fixed rental fee of the previous year, whichever is greater. Final Fixed Rental Equal to the initial fixed rental fee or two-thirds of total rental income in such year, whichever is greater. (iii) Variable Rental Equal to EBITDA – Share of Lessee or + Compensation from Lessee (as the case may be).

(iv) Share of Lessee or Compensation from Lessee - Only in case of EBITDA is more than or equal to the initial fixed rental whereas, Share of Lessee shall be equal to the lower amount of the followings: . EBITDA – Initial Fixed Rental; or . (EBITDA – 7,000,000) x (1 – A) A = at 90 percent from the agreement start date until the agreement maturity date - Compensation from Lessee; only in the case that EBITDA of Additional Investment Assets No. 1 is less than the Initial fixed rental. Whereas, Compensation from Lessee = Initial Fixed Rental – EBITDA

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(2) Rental and Reserve for Furniture, Fixtures & Equipment According to the lease agreement between the lessee of Mudhdhoo Island in Baa Atoll Island, the Republic of Maldives ("Lessee") with the government of the Republic of Maldives by the Ministry of Tourism, Art and Culture ("Government") (please refer to the summary of conditions precedent in Attachment 2, Clause 1.1 of this report), DMS2, as a lessee, has duties to pay rental fee to the Government of the Republic of Maldives in an average of USD 1.03 million per year, fixed throughout the leasehold period (the agreement shall expire on 7 September 2059). DMS2, as the owner of assets, shall be responsible for costs associated with the reserve for furniture, fixtures and equipment (FF&E), the IFA determined that the reserve accounts for 3 percent of the total income. In this regard, the reserve, if not fully used, can be returned to the main lessee (DMS2) and returned to the trust unitholders of DREIT.

(3) Depreciation and Amortization Leasehold rights and the ownership of the Additional Investment Assets No. 1 of DREIT shall be depreciated and amortized according to the straight-line method for a period of 40 years (expected that the remaining lease period shall be approximately 40 years on the date of entering into the transaction).

(4) Financial Costs In entering into the Acquisition of Additional Investment Assets, DREIT shall borrow additional money from financial institutions and make a loan to DMS2 (which is a 100 percent subsidiary of DREIT) for the purpose of purchasing the Additional Investment Assets No. 1. The assumptions regarding loan conditions used in the projection are based on preliminary proposals from local financial institutions which has a repayment period of 5 years and interest rate is estimated at 4.2 percent per year. However, DREIT has not yet entered into a loan agreement with a financial institution. In addition, the terms of loan agreement may change, depending on the consideration of the financial institution and the REIT manager’s Board of Directors which may cause the amount of loan, interest rate that shall actually happen, may be different from this projection.

(5) Corporate Income Tax Corporate income tax rate of the Republic of Maldives is equal to 15 percent.

(6) Capital Expenditure The IFA determined that the assumptions of capital expenditure as the annual average capital expenditure instead of a major hotel renovation in every 5 to 7 years. The average rate of capital expenditure to improve assets is equal to 8 percent based on the budget plan prepared by the hotel management.

(7) Terminal Value of Cash Flow The IFA has considered with a conservative basis, therefore, the terminal value is equal to zero based on the assumption that the remaining agreement period of the main lease agreement with the government of the Republic of Maldives shall expire within September 7, 2059 and DMS2 cannot renew the agreement. Therefore, book value of all hotels shall be equal to zero because the assets shall be fully depreciated and amortized.

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Projected Free Cash Flow to DREIT

Operating Expenses to DREIT

Additional expenses for DREIT from the Acquisition of Additional Investment Assets No. 1

. Management Fee Management fees include trust management fee, trustee fee, and registrar fee which the REIT manager determined assumptions of such expenses for the projection period based on the relevant agreements. Details are as follows; Table 2-10: Various Fees Type of Fee Fee Trust management fee Not more than 2.0 percent of the total assets value of the trust, but not less than THB 2 million per year Trustee fee Not more than 2.0 percent of the total assets value of the trust, but not less than THB 5 million per year Registrar fee According to the rate set by the trust registrar Source: DREIT

. Administrative expenses Administrative expenses consist of annual fees for listing DREIT on the SET, professional fees, insurance premiums, specific business tax, and other expenses, based on the assumptions according to the budget plans prepared by the REIT manager. In addition, the management fees and administrative expenses used in the projections shall be allocated only additional expenses from the Acquisition of Additional Investment Assets No. 1 of DREIT.

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Summary of the operating performance of Dusit Thani Maldives hotel, cash flow projection of DMS2 and DREIT

Table 2-11: Financial projections of Dusit Thani Maldives hotel and cash flow projection of DMS2 and of DREIT Unit: USD million Calendar year 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 Year (after DMS2 entered into the 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 investment) Room services income 14.15 14.52 14.79 15.05 15.36 15.60 15.88 16.17 16.50 16.75 17.05 17.36 17.72 17.99 18.32 Food and beverage income 7.25 7.45 7.58 7.72 7.88 8.00 8.14 8.29 8.46 8.59 8.74 8.90 9.09 9.22 9.39 Other operating income 2.75 2.82 2.91 3.00 3.09 3.18 3.28 3.37 3.48 3.58 3.69 3.80 3.92 4.03 4.15 Total Income 24.14 24.79 25.28 25.77 26.34 26.78 27.30 27.83 28.44 28.92 29.49 30.06 30.72 31.25 31.86 EBITDA 1/ 7.80 7.83 7.86 8.01 8.21 8.33 8.49 8.65 8.86 8.99 9.16 9.33 9.55 9.69 9.87 Proportion of EBITDA to Total Income 32.3 31.6 31.1 31.1 31.2 31.1 31.1 31.1 31.1 31.1 31.1 31.0 31.1 31.0 31.0 Free Cash Flow to DMS2 Unit: USD million Contracted rental income 8.65 8.67 8.70 8.84 9.02 9.12 9.27 9.41 9.60 9.72 9.87 10.03 10.22 10.35 10.51 Net rental income 6.90 6.90 6.91 7.04 7.19 7.29 7.42 7.55 7.72 7.82 7.95 8.09 8.27 8.38 8.53 EBIT 6.30 6.12 6.12 6.23 6.37 6.45 6.56 6.66 6.81 6.89 7.00 7.10 7.25 7.34 7.47 - Corporate income tax (0.52) (0.46) (0.47) (0.49) (0.51) (0.53) (0.55) (0.57) (0.59) (0.61) (0.63) (0.66) (0.68) (0.73) (0.79) + Depreciation and amortization 3.51 3.59 3.67 3.76 3.84 3.93 4.01 4.10 4.19 4.28 4.38 4.48 4.57 4.67 4.78 - CAPEX (1.93) (1.98) (2.02) (2.06) (2.11) (2.14) (2.18) (2.23) (2.28) (2.31) (2.36) (2.40) (2.46) (2.50) (2.55) Free Cash Flow (FCFF : DMS2) 7.36 7.27 7.30 7.43 7.59 7.70 7.84 7.97 8.13 8.25 8.38 8.52 8.68 8.78 8.90 Remark: 1/ EBITDA means earnings before interest taxes depreciation and amortization

Free Cash Flow to DREIT Unit: THB million Cash flow from DMS2 235.49 232.54 233.46 237.83 242.92 246.45 250.76 255.01 260.28 264.07 268.30 272.61 277.77 280.96 284.95 - Administrative & (15.75) (21.73) (22.21) (22.64) (23.20) (23.88) (24.62) (25.38) (25.91) (26.48) (27.39) (28.34) (29.31) (29.95) (30.55) Management Fee Free Cash Flow 219.74 210.81 211.25 215.19 219.73 222.58 226.58 229.64 234.38 237.60 240.91 244.27 248.47 251.01 254.40

I V Global Securities Public Company Limited Part 2 Page 43 Opinion Report of the Independent Financial Advisor Dusit Thani Freehold and Leasehold Real Estate Investment Trust

Table 2-12: Financial projections of Dusit Thani Maldives hotel and cash flow projection to DMS2 and to DREIT (Cont.) Unit: USD million Calendar year 2034 2035 2036 2037 2038 2039 2040 2041 2042 2043 2044 2045 2046 2047 2048 Year (after DMS2 entered into the 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 investment) Room services income 18.64 19.03 19.32 19.67 20.02 20.44 20.75 21.12 21.51 21.95 22.29 22.69 23.10 23.58 23.93 Food and beverage income 9.56 9.76 9.91 10.09 10.27 10.48 10.64 10.83 11.03 11.26 11.43 11.63 11.84 12.09 12.27 Other operating income 4.28 4.41 4.53 4.67 4.81 4.96 5.10 5.26 5.42 5.58 5.74 5.92 6.10 6.28 6.46 Total Income 32.48 33.20 33.76 34.43 35.10 35.88 36.49 37.21 37.95 38.79 39.46 40.24 41.03 41.95 42.67 EBITDA 1/ 10.06 10.30 10.44 10.64 10.84 11.09 11.24 11.45 11.67 11.94 12.10 12.33 12.55 12.84 13.02 Proportion of EBITDA to Total Income 31.0 31.0 30.9 30.9 30.9 30.9 30.8 30.8 30.7 30.8 30.7 30.6 30.6 30.6 30.5

Free Cash Flow to DMS2 Unit: USD million Contracted rental income 10.68 10.89 11.02 11.20 11.38 11.61 11.75 11.93 12.13 12.37 12.52 12.72 12.93 13.19 13.34 Net rental income 8.68 8.87 8.98 9.14 9.30 9.50 9.62 9.79 9.96 10.18 10.30 10.48 10.66 10.90 11.03 EBIT 7.60 7.77 7.86 8.00 8.13 8.32 8.41 8.55 8.70 8.90 9.01 9.17 9.33 9.55 9.67 - Corporate income tax (0.85) (0.92) (0.98) (1.05) (1.11) (1.19) (1.26) (1.33) (1.41) (1.50) (2.01) (2.09) (2.17) (2.27) (2.35) + Depreciation and amortization 4.88 4.99 5.09 5.20 5.32 5.43 5.55 5.67 5.79 5.91 6.04 3.29 3.42 3.55 3.69 - CAPEX (2.60) (2.66) (2.70) (2.75) (2.81) (2.87) (2.92) (2.98) (3.04) (3.10) (3.16) (3.22) (3.28) (3.36) (3.41) Free Cash Flow (FCFF : DMS2) 9.02 9.17 9.27 9.40 9.53 9.68 9.78 9.91 10.05 10.21 9.88 7.15 7.30 7.48 7.60 Remark: 1/ EBITDA means earnings before interest taxes depreciation and amortization

Free Cash Flow to DREIT Unit: THB Million Cash flow from DMS2 288.80 293.47 296.66 300.79 304.87 309.82 313.03 317.20 321.45 326.68 316.17 228.70 233.49 239.24 243.22 - Administrative & (31.36) (32.17) (32.90) (33.64) (34.43) (35.28) (36.13) (37.02) (37.88) (38.68) (39.31) (39.89) (40.41) (40.92) (41.37) Management Fee Free Cash Flow 257.43 261.30 263.76 267.15 270.44 274.54 276.90 280.17 283.57 288.00 276.86 188.81 193.08 198.32 201.85

I V Global Securities Public Company Limited Part 2 Page 44 Opinion Report of the Independent Financial Advisor Dusit Thani Freehold and Leasehold Real Estate Investment Trust

Table 2-13: Financial projections of Dusit Thani Maldives hotel and cash flow projection to DMS2 and to DREIT (Cont.) Unit: Million USD Calendar year 2049 2050 2051 2052 2053 2054 2055 2056 2057 2058 2/ Year (after DMS2 entered into the 31 32 33 34 35 36 37 38 39 40 investment) Room services income 24.37 24.80 25.32 25.71 26.17 26.64 27.19 27.61 28.10 28.61 Food and beverage income 12.49 12.72 12.98 13.18 13.42 13.66 13.94 14.16 14.41 14.67 Other operating income 6.66 6.86 7.08 7.28 7.50 7.72 7.96 8.19 8.44 8.69 Total Income 43.52 44.38 45.38 46.16 47.08 48.02 49.10 49.95 50.95 51.97 EBITDA 1/ 13.26 13.50 13.81 14.00 14.26 14.52 14.85 15.05 15.33 15.60 Proportion of EBITDA to Total Income 30.5 30.4 30.4 30.3 30.3 30.2 30.2 30.1 30.1 30.0

Free Cash Flow to DMS2 Unit: USD million Contracted rental income 13.56 13.78 14.06 14.23 14.46 14.69 14.99 15.17 15.42 15.67 Net rental income 11.22 11.42 11.67 11.81 12.02 12.22 12.49 12.64 12.86 13.08 EBIT 9.85 10.04 10.29 10.44 10.65 10.87 11.15 11.33 11.58 11.83 - Corporate income tax (2.44) (2.53) (2.64) (2.73) (2.83) (2.94) (3.07) (3.17) (3.28) (3.41) + Depreciation and amortization 3.83 3.97 4.12 4.26 4.41 4.57 4.73 4.89 5.05 5.21 - CAPEX (3.48) (3.55) (3.63) (3.69) (3.77) (3.84) (3.93) (4.00) (4.08) (4.16) Free Cash Flow (FCFF : DMS2) 7.76 7.93 8.13 8.28 8.46 8.65 8.88 9.05 9.26 9.48 Remark: 1/ EBITDA means earnings before interest taxes depreciation and amortization 2/ 40th year after DMS2 entered into the investment in the Dusit Thani Maldives hotel, starting from 1 September 2058 to 7 September 2059

Free Cash Flow to DREIT Unit: THB Million Cash flow from DMS2 248.42 253.77 260.31 264.96 270.79 276.82 284.17 289.66 296.44 303.48 - Administrative & (41.67) (41.79) (41.87) (41.79) (41.58) (41.19) (40.68) (39.92) (38.98) (37.77) Management Fee Free Cash Flow 206.75 211.99 218.44 223.17 229.22 235.63 243.49 249.74 257.46 265.72

I V Global Securities Public Company Limited Part 2 Page 45 Opinion Report of the Independent Financial Advisor Dusit Thani Freehold and Leasehold Real Estate Investment Trust

Weighted Average Cost of Capital (WACC) The IFA determined the WACC of DMS2 and DREIT by following details;

DMS2 DREIT = 3.79% 5.59% = 1 1/ ∗ = Cost of Equity (calculated as below) = 5.59% 6.09%

∗∗ = Loan interest rate of DMS2 and DREIT = 4.20% 4.20% = Corporate Income Tax = 15.0% 0.00% = which means amount of debt and E means amount of equity = 100.0% 100.0% Proportion of debt to investor-supplied capital 88.9% 26.1% = = Proportion of equity to investor-supplied capital 11.1% 73.9% = = Remark: 1/ The return on equity of DMS2 shall be equal to the weighted average cost of capital of DREIT since DREIT is a shareholder holding 100 percent of the total shares of DMS2

* Cost of Equity:

where: 2/ Risk Free Rate = Risk free rate of return ) (as of 12 February 2019) is 2.42% per annum , which is calculated based on daily mean of 10-year Thailand government bond for the past 3 years (the median equals to 2.41%, the highest equals to 2.88%, and the lowest equals to 1.51%) Beta = Beta is a coefficient that reflects the risk of investment in which the IFA has estimated Beta β of DREIT from collecting daily historical data of Beta β (Adjusted Beta). Beta β of DREIT equals to 0.451 3/ Market premium, = The difference between the expected market return () and the risk free rate of 4/ return ( as of 12 February 2019 is equivalent to 8.13% , which was calculated based on daily mean of difference between the expected market return () and the risk free rate of return ( for the past 3 years (the median equals to 8.14%, the highest equals to 11.20%, and the lowest equals to 6.37%). Source: 2/ 3/ 4/ Bloomberg as of 12 February 2019, which is the last business day before the REIT manager’s Board of Directors Meeting to approve the entering into this Transaction

** Calculation of Cost of Debt ()

Cost of Debt : K = Projection of K is derived from the interest rate according to the loan terms of DREIT at 4.20 percent Source: Based on a preliminary proposal from a local financial institution as of 13 February 2019

Summary of Internal Rate of Return According to the above assumptions and details of projected cash flows received from the Additional Investment Assets, internal rate of return is as follows;

Table 2-14: Comparison of internal rate of return (IRR) and WACC DMS2 DREIT Investment Value Not more than USD 74.55 Not more than USD 74.55 million, plus million other related expenses of approximately USD 3 million or equivalent to approximately Baht 96 million Internal Rate of Return (IRR) 1/ 10.61 percent per year 9.10 percent per year Weighted Average Cost of 5.59 percent per year 3.79 percent per year Capital (WACC) Source: Calculated by the IFA Remark: 1/ Internal Rate of Return (IRR) is the rate of return on investment in the Additional Investment Assets No. 1 of DREIT

I V Global Securities Public Company Limited Part 2 Page 46 Opinion Report of the Independent Financial Advisor Dusit Thani Freehold and Leasehold Real Estate Investment Trust

Sensitivity Analysis The IFA has conducted sensitivity analysis as follows:

. Sensitivity Analysis of Average Daily Rate (ADR) By using the projected Average Daily Rate (ADR) in 2019 as a base year and adjusting ADR since 2020 to have a growth rate of 0 percent (no growth for Average Daily Rate), as well as the growth rate shall decrease by 2.50% throughout the projection period, the internal rate of return of DMS2 and the internal rate of return of DREIT shall be impacted as the following table:

Table 2-15: Sensitivity Analysis of Average Daily Rate (ADR) Scenario ADR growth rate IRR DMS2 DREIT 1 0.00 percent per year 8.21 percent per year 6.12 percent per year 2 decrease 2.50 percent per year 7.89 percent per year 5.90 percent per year

. Sensitivity Analysis of Reserve for Furniture, Fixtures, and Equipment (FF&E) The IFA has determined assumptions of a provision of furniture, fixtures and equipment reserve (FF&E reserve) according to the projection of the hotel management and projection by the independent appraisers. Therefore, the IFA has further analyzed by changing such reserve, the internal rate of return of DMS2 and the internal rate of return of DREIT shall be impacted as the following table;

Table 2-16: Sensitivity Analysis of FF&E Reserve Scenario Proportion of FF&E Reserve IRR to Total Income DMS2 DREIT (Percent) 1. 2.00 percent per year 11.00 percent per year 9.50 percent per year 2. 3.00 percent per year (base case) 10.61 percent per year 9.10 percent per year 3. 4.00 percent per year 10.22 percent per year 8.69 percent per year 4. 5.00 percent per year 9.82 percent per year 8.28 percent per year

Summary of the Opinion of the Independent Financial Advisor Regarding the Analysis of Return on Investment

The IFA has considered the reasonableness of entering into the Acquisition of Additional Investment Assets No. 1 of DREIT by analyzing the return on investment by several approaches under the assumptions that DREIT shall be able to utilize benefits from the Additional Investment Assets in the form of dividends, loan principal repayment, and loan interest to the trust unitholders in the form of an investment through foreign companies to maximize benefits of foreign investment. The IFA gathered, analyzed, and prepared financial projections based on past operating performance, information received from the interview with the REIT Manager, hotel management, and statistical data collected by relevant agencies or organizations in the country where the assets are located in the study of investment feasibility and investment return analysis. The IFA can summarize the analysis results as follows:

Investment Return Analysis in the form of the rate of return of DMS2 The IFA analyzed the investment return of the Additional Investment Assets in a total investment value of not more than USD 74.55 million, or equivalent to approximately THB 2,385.60 million (at the exchange rate of THB 32.00 per USD). According to the projected free cash flow from the Additional Investment Assets to DMS2 prepared by the IFA, the investment return of DMS2 based on a base case, equals to 10.61 percent per year. Such investment return has a considerable good rate of return and higher than the weighted average cost of capital (WACC) of DMS2, which equals to 3.79% per year (based on the assumption of capital structure for the Acquisition of Additional Investment Assets prepared by the IFA). Therefore, the investment in the Dusit Thani Maldives hotel project is interesting.

I V Global Securities Public Company Limited Part 2 Page 47 Opinion Report of the Independent Financial Advisor Dusit Thani Freehold and Leasehold Real Estate Investment Trust

Investment Return Analysis in the form of the rate of return of DREIT The IFA analyzed the investment return of DREIT by determining additional assumptions regarding the related expenses of DREIT, such as audit and financial statements preparation fee, management fee of the REIT Manager, trustee-related fees, etc. In addition, the IFA also considered other expenses relating to preparations for the Acquisition of Additional Investment Assets No. 1 of DREIT in an amount of approximately USD 3 million, or approximately Baht 96 million (at the exchange rate of Baht 32.00 per USD 1). According to the projected free cash flow from the Additional Investment Assets to DREIT prepared by the IFA, the investment return of DREIT based on a base case, equal to 9.10% per year. Such investment return is considered a good rate of return and higher than the weighted average cost of capital (WACC) of DREIT, which is equal to 5.59% per year. According to the analysis of advantages - disadvantages of asset acquisition transaction, advantages - disadvantages of entering into the transaction with a related person, risks that may arise from entering into the transaction, analysis of impact on the existing trust unitholders, as well as analysis of investment return as presented above, the IFA has an opinion that the Acquisition of Additional Investment Assets of DREIT and entering into the transaction with a person related with the REIT Manager is appropriate.

I V Global Securities Public Company Limited Part 2 Page 48 Opinion Report of the Independent Financial Advisor Dusit Thani Freehold and Leasehold Real Estate Investment Trust

Part 3: Reasonableness of Subleasing and Leasing of the Additional Investment Assets No. 1 and Entering into Transaction with Connected Person to REIT manager

3.1 Objective and Necessity of Entering into Transaction

Prior to DREIT acquires the Additional Investment Assets No. 1 by the acquisition of all ordinary shares of DMS2 from DTPP and MBK, DMS2 shall enter into an agreement to sublease and lease the Additional Investment Assets No. 1 to DMS3, a subsidiary which Dusit Management Company Limited ("DMCO") holds 100 percent of all the sold shares. DMCO has a major shareholder, DTC, holding approximately 99.99 percent of all the sold shares. DTC is, therefore, considered as an ultimate shareholder of DMS3. In addition, DTC is also a major shareholder of the Company which is the REIT manager of DREIT, holding 99.99% of all the sold shares, as well as a major trust unitholder of DREIT at present, representing approximately 30.02 percent of the total trust units. Therefore, DMS3 is considered as a person related to the REIT Manager (“Connected Person”). In the event that DMS2 (which shall become a subsidiary of DREIT) subleases and leases the Additional Investment Assets No. 1 to DMS3, is, therefore, considered as a transaction between DREIT and a person related to the REIT Manager with the size of transaction equivalent to or exceeding THB 20,000,000 or exceeding 3 percent of the net asset value of DREIT (the value as at December 31, 2018 was THB 3,728.20 million). In this regards, DREIT is required to disclose information memorandum regarding the transaction between DREIT and a person related to the REIT Manager to the SET. In addition, entering into such transaction must be approved by the trust unitholders' meeting of DREIT by a vote of not less than three- fourths of all votes of the trust unitholders attending the meeting and having the right to vote. The counting of such votes of all trust unitholders having the rights to vote, the REIT Manager shall not include the votes of trust units that have a special interest. The Information Memorandum on DREIT’s acquisition of the Additional Investment Assets No. 1 and entering into the transaction between DREIT and a person related to the REIT Manager are prescribed in the invitation letter of the trust unitholders’ meeting (Enclosure 5).

3.1.1 Related Parties and Type of Relationship

Lessor / Sub-lessor : Dusit Maldives Investment Company Limited (“DMS2”) (which shall become a subsidiary of DREIT after the Acquisition of Additional Investment Assets No. 1)

Lessee : Dusit Maldives Management Company Limited (“DMS3”), a subsidiary of DMCO, which at present, is the main lessee of the initial investment assets of DREIT (assets from the conversion of the DTCPF)

Relationship : DTC is the ultimate shareholder of DMS3 and the REIT Manager.

3.1.2 Transaction Date

After DMS2 received the transfer of business of the Dusit Thani Maldives hotel project from DMS, including but not limited to the leasehold and ownership in the Additional Investment Assets No. 1 and the Assets Other Than Leasehold Right and ownership in Additional Investment Assets No. 1 and DMS2 has transferred the Assets Other Than Leasehold Right and Ownership in Additional Investment Assets No. 1 (except for the outstanding loans that DMS owes to DTPP and MBK and has been transferred to DMS2) to DMS3 and have entered into the sublease and lease agreement of the Additional Investment Assets No. 1 with DMS3. Subsequently, DREIT shall indirectly invest in the Additional Investment Assets No. 1 through the share acquisition of DMS2 from DTPP and MBK and provision of shareholder loan to DMS2, which shall result in having DMS2, the sub-lessor and lessor of the Additional Investment Assets No. 1 to DMS3, as a subsidiary of DREIT.1

1 With regards to the limitation under the laws of the Republic of Maldives and the limitation in the procurement of benefit of DREIT, DREIT shall indirectly invest in the Additional Investment Assets No. 1 through the share acquisition in DMS2 and

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3.1.3 Category and Size of Transaction

Entering into the transaction between DREIT and a Connected Person to the REIT manager from subleasing and leasing the Additional Investment Assets No. 1.

Table 3-1: Transaction size of the connected transaction between DREIT and Connected Person to the REIT Manager Transaction Criteria Calculation Size Transaction Size of the Present Value of Cash Flow of lease fee for 21 years1/ * 100 73.19% Connected Transaction Total net asset value of DREIT as of December 31, 2018 = { 2,728.5 / 3,728.2 } x 100 Remark: 1/ Minimum sublease value of USD 7 million (the exchange rate of THB 32.00 per USD 1.00) for 21 years and discounted to a present value of cash flow by using a financial cost at 5.59%.

In addition, the trust unitholders can consider the summary of the draft land sublease and assets lease agreement (Dusit Thani Maldives hotel) in Appendix 2, Item 3.1 of this report.

3.2 Advantages and Disadvantages of Entering into Transaction with Connected Person

3.2.1 Advantages of Entering into Transaction with Connected Person

(1) Connected Person has experience in hotel management As DMS3 shall appoint Dusit Worldwide Co., Ltd., which has long experience in hotel services abroad and has a major shareholder, which is DTC, as the management of the Additional Investment Assets No. 1. DTC is a key player having experience and expertise in hotel management for more than 69 years. With its long-term experience and reputation, DTC has expertise in managing and administrating hotels with quality and meeting international standards. By assigning DMS3, a subsidiary of DMCO, as a lessee/sub-lessee, is a structure that in line with operation of DREIT, which is in accordance with the criteria for a procurement of benefits from the main assets as specified in the Notification of Capital Market Supervisory Board TorJor. 49/2555, Issuance and Offer for Sale regarding Units of Real Estate Investment Trust which requires DREIT to procure benefits by leasing real estate only and there is a restriction on the operation in any manner in using DREIT for operating other businesses, such as hotel business or hospital business, etc.

(2) Connected Person is familiar with the assets At present, Dusit Worldwide Co., Ltd. is the management company of Dusit Thani Maldives hotel and has been operating the hotel with consistent net profits. Therefore, in the event that DMS3 appoints Dusit Worldwide Co., Ltd. as a management company of the Additional Investment Assets No. 1 (Dusit Thani Maldives hotel project), it is considered to be assigning a related person having familiarity and known the assets very well to manage and repair the Additional Investment Assets continuously and efficiently.

3.2.2 Disadvantages of Entering into Transaction with Connected Person

(1) Doubt arising from entering into a transaction with Connected Person Entering into the sublease and lease agreement of the Additional Investment Assets No. 1 with DMS3, a subsidiary of DMCO, which is currently the main lessee of the initial investment assets of DREIT (assets from the conversion of the DTCPF), resulting in a related transaction between DREIT and

provision of shareholder loan to DMS2 after DMS2 has transferred the Assets Other Than Leasehold Right and Ownership of Additional Investment Assets No. 1 (except for the outstanding loan that DMS owes to DTPP and MBK and has been transferred to DMS2) to DMS3. In this regard, the transfer of the Assets Other Than Leasehold Right and Ownership of Additional Investment Assets No. 1 (except for the outstanding loan that DMS owes to DTPP and MBK and has been transferred to DMS2) and the entering into the sublease and lease agreement of the Additional Investment Assets No. 1 shall occur at the timing close to the indirect investment of DREIT.

I V Global Securities Public Company Limited Part 3 Page 50 Opinion Report of the Independent Financial Advisor Dusit Thani Freehold and Leasehold Real Estate Investment Trust a person related to the REIT manager in addition to the existing ones. Moreover, having DTC as an ultimate shareholder of DMCO and the REIT Manager may cause doubts to DREIT’s stakeholders that lease/sublease fees may not be appropriate or terms negotiation may not be fully done as much as entering into the transaction with third parties, which may affect the benefits that DREIT shall receive, especially the trust unitholders of DREIT. However, entering into the aforementioned related transaction must go through the process of conducting a related transaction in accordance with the trust deed of DREIT and related laws, such as being studied and examined by the Audit Committee of the REIT manager and approved by the trustee. The aforementioned actions are one approach to protect the interests of DREIT in entering into the transaction with a related person.

3.3 Risk that may Arise From Entering into Transaction

(1) General risks related to real estate Tourism and hotel business of the Republic of Maldives is directly associated with economic, social and political conditions of the Republic of Maldives and the world. Those conditions shall impact on confidence, spending ability of tourists who travel to the Maldives, as well as government’s policies on tourism that may be either positive or negative to business operation. If the overview business and the hotel are sluggish, this may result in poor performance of Dusit Thani Maldives hotel which shall result in a decrease in lease fee of DREIT. In this regard, the REIT manager cannot fully control these risk factors and cannot guarantee that changes in economic and political conditions in the future shall not significantly affect the operating performance and financial status of DREIT.

(2) Risk of default payment of lease/sublease fees and agreement termination prior to an expiry date Operating performance and income of DREIT may be significantly affected by the ability to pay lease fee of lessee/sublessee. If Dusit Thani Maldives hotel has poor operating performance or significant losses, this shall directly affect the financial status of DMS3 which may affect the ability to pay lease/sublease fees. In addition, in the event that the sublease and lease agreement is terminated prior to the expiration of lease term due to the lessee’s breach of contract and DREIT may not be able to find a new lessee to replace the previous lessee or there is a delay in a new lessee’s searching, this shall affect the business operation and financial status of DREIT, as well as the returns of the trust unitholders.

3.4 Appropriateness of the Price and Terms of Transaction

3.4.1 Appropriateness of the Price

Procurement of benefits from the Additional Investment Assets No. 1 by leasing to DMS3 shall not cause the trust unitholder’s Cash Distribution Per Unit (“DPU”) to be decreased when comparing to the event where DREIT does not invest in the Additional Investment Assets No. 1. According to the projected income statement and details of the net income according to the assumptions for the projection period from January 1, 2020 to December 31, 2020, dated February 6, 2019, prepared by KPMG Phoomchai Audit Co., Ltd., the projected rate of return of trust unitholders in the first year (2020), after the Acquisition of Additional Investment Assets No. 1, Cash Distribution Per Unit (DPU) of DREIT in the first year shall be Baht 0.4354 per unit. This DPU is not inferior in the case that DREIT does not invest in any Additional Investment Assets (considering income from three existing assets of DREIT only), which shall have DPU in the first year equal to Baht 0.4354 per unit. One can take into consideration, the dividend yield of DREIT based on the expected DPU in the first of THB 0.4354 per unit to the offering price of DREIT in this capital increase. Nevertheless, as the offering price is not been finalized, the IFA thus uses the historical closing price of DRIET in 2019 from January 2 to March 19, 2019 as a reference. The price was the range of THB 5.00 – 5.50 per unit. Should the offering price is within this range of THB 5.00 – 5.50 per unit, the dividend yield will be at 7.92% – 8.71%. These returns are comparable to those DRIET (as of March 19, 2019) and higher than other comparable REITs as shown in Table 3-2 below.

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Table 3-2: Dividend yield of various comparable REITs / Property Funds as of March 19, 2019 Dividend Yield REITs / Property Funds (as of March 19, 2019)

DREIT 7.92% LHHOTEL 6.32% SRIPANWA 6.43% SHREIT 5.24% Source: The Stock Exchange of Thailand

3.4.2 Appropriateness of the Terms of Transaction

The Meeting of the REIT Manager's Board of Directors on February 13, 2019 has resolved major terms of the transaction that entering into this transaction can be done only when the transaction is approved by the 2019 Annual General Meeting of the trust unitholders of DREIT which shall be held on April 29, 2019 and approved by the Office of Securities and Exchange Commission (“SEC”) on relevant matters. The entering into such transaction of DREIT is a related transaction between the REIT Manager and a related person with the size of transaction equivalent to or exceeding THB 20,000,000 or exceeding 3 percent of the net asset value of DREIT, whichever is higher. Therefore, entering into such transaction must be approved by the trust unitholders' meeting of DREIT by a vote of not less than three- fourths of all votes of the trust unitholders attending the meeting and having the rights to vote. The counting of such votes of all trust unitholders having the right to vote, the REIT Manager shall not include the votes of trust units that have special interests. The above terms are in accordance with the rules and conditions of good corporate governance and relevant regulations of the SEC, as well as a protection of the existing trust unitholders’ interests. According to the analysis of advantages-disadvantages of entering into the transaction with a related person, risks that may arise from entering into the transaction, and the appropriateness of the price and terms of the transaction, the IFA has an opinion that subleasing and leasing of the Additional Investment Assets No. 1 and entering into the transaction with a person related to the REIT Manager is appropriate.

I V Global Securities Public Company Limited Part 3 Page 52 Opinion Report of the Independent Financial Advisor Dusit Thani Freehold and Leasehold Real Estate Investment Trust

Part 4: Reasonableness of Borrowing, Provision of Collateral, and Entering into a Conflicting Interest Transaction between DREIT and Person Related to Trustee

4.1 Objective and Necessity of Entering into Transaction

DREIT intends to borrow approximately THB 2,045 million, which may be in Thai currency (THB) and/or foreign currency, as part of funding sources used to invest in the Additional Investment Assets No.1 and/or repay loans according to the existing loan agreements of DREIT and/or improve or repair the Assets that DREIT is currently investing and/or use as working capital of DREIT in managing and operating DREIT from local and/or foreign commercial banks which may be one or more local and/or foreign commercial banks, and may include any other financial institutions. In considering various funding sources, DREIT may borrow money from Krung Thai Bank Public Company Limited (“KTB”), where KTB is a major shareholder of the trustee or Krung Thai Asset Management Public Company Limited ("KTAM"). Therefore, the transaction is considered to be a conflict of interest of DREIT in accordance with the Trust Deed and the Notification of the Office of the Securities and Exchange Commission No. SorRor. 27/2557 Re: Regulations relating to Conflict of Interest with Real Estate Investment Trust, which requires DREIT to disclose information to the trust unitholders prior to entering into such transaction and must receive the resolution from the trust unitholders’ meeting of DREIT with an affirmative vote from the unitholders’ meeting of not less than the majority vote which is exceeding the half of all trust units of the unitholders attending the meeting and having the rights to vote, in which there must not be dissenting votes against the transaction in the amount of more than one-fourth of all trust units sold. In this regard, the counting of such votes of all trust unitholders having the right to vote, the REIT Manager shall not include the votes of trust units that have a special interest with the trustee. The aforementioned borrowing of not exceeding THB 2,045 million, upon combining with loans under DREIT’s existing loan agreements, the amount of DREIT’s debt shall still be in accordance with the relevant regulations where the REIT may procure a loan in the amount of not exceeding 35 percent of the total asset value or not exceeding 60 percent of the total asset value of the REIT in case the REIT has the latest rating level as an investment grade, determined not more than 1 year before the date of applying for the loan by a credit rating agency approved by the SEC. (DREIT is currently studying the credit rating in which the REIT Manager shall conduct a credit rating accordingly).

4.1.1 Related Parties and Type of Relationship

Borrower : Krung Thai Asset Management Public Company Limited (“KTAM”) as the trustee of Dusit Thani Freehold and Leasehold Real Estate Investment Trust (“DREIT”)

Lender : Krung Thai Bank Public Company Limited (“KTB”)

Relationship : KTB may be a lender to DREIT, where KTB directly holds KTAM’s shares in an amount of 99.99 percent of KTAM's total shares

4.1.2 Transaction Date

Upon receiving the approval from the trust unitholders' meeting of Dusit Thani Freehold and Leasehold Real Estate Investment Trust ("DREIT") on relevant matters with dissenting votes against the transaction in the amount of not more than one-fourth of all trust units sold, and being approved by the Office of Securities and Exchange Commission (“the SEC”) in issuance and offering of additional trust units, as well as the related parties have successfully fulfilled the conditions precedent specified in the agreement relating to the borrowing of DREIT.

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4.1.3 Summary of Terms and Conditions of Borrowing

Table 4-1: Summary of preliminary borrowing terms and conditions that KTB proposed to DREIT on January 15, 2019 Lender Krung Thai Bank Public Company Limited (“KTB”) Borrower DREIT Loan Amount Approximately THB 2,179 million (in the process of revising the Term Sheet to be not exceeding THB 2,045 million) Interest Rate Reference Rate + Fixed Amount Loan Term 5 Years Interest Payment On a monthly basis Principal Repayment One-time principal repayment as of the expiration date of the agreement (Bullet Payment) Collateral Collateral is requested Remark: Borrowing terms and conditions are only preliminary terms and conditions which may change in accordance with the approval from KTB’s Board of Directors

The REIT manager is in the negotiating process with other financial institutions to propose long- term financial loans. As of the issue date of this report, the REIT manager received a proposal from only one other financial institution. If DREIT receives conditions from other financial institutions that are more beneficial to DREIT, the REIT manager shall make a decision to enter into the transaction with such financial institutions in order to protect the trust unitholders’ interests.

4.2 Advantages and Disadvantages of Entering into a Conflict of Interest Transaction with Person Related to Trustee

4.2.1 Advantages of Entering into a Conflict of Interest Transaction with Person Related to Trustee

(1) Sufficient funding sources for the Acquisition of Additional Investment Assets No.1 and for using in the operation activities of DREIT DREIT intends to borrow money in the amount of not more than THB 2,045 million, which is relatively high compared to the existing loan amount of DREIT at THB 790 million, with the following objectives; (1) to be used to invest in the Additional Investment Assets No.1 and/or (2) to repay the existing loans of DREIT and/or (3) to renovate or maintain the assets that DREIT is currently investing and/or (4) to utilize as the working capital of DREIT for the management and operation of DREIT, borrowing money from the financial institution, which is a person related to the trustee, shall help DREIT to have sufficient funding sources for four objectives above. Objectives (1) and (4) have a concrete implementation schedule when comparing to borrowing money from other financial institutions, as third parties, that are still uncertain about the loan amount that DREIT shall receive and other important conditions which may be a risk for DREIT to be unable to complete the transaction as scheduled. As of March 5, 2019, the REIT Manager received the term sheet from only two financial institutions (including KTB which is a person related to the trustee).

(2) Transaction negotiation is processed smoothly with a conflicting party The trustee shall act on behalf of DREIT; the negotiation regarding the entering into the transaction with a person related to the trustee (i.e. KTB) shall be transacted smoothly, which results in benefits for both parties. In addition, KTB is a listed company in the Stock Exchange of Thailand, having duties to comply with several rules of the SET and the SEC in disclosing information regarding the transactions with a related person for transparency in entering into the transactions.

(3) A credit line that supports the investment in the Additional Investment Assets, resulting in lower financial costs and reduction of impact on the trust unit holders DREIT shall use the loan received from KTB in the amount of approximately THB 800 million (based on information received from the REIT manager. However, the amount of loan used to pay the compensation for the Acquisition of Additional Investment Assets No.1 on the date of entering into the transaction may be different from this amount) as one of the funding sources of the Acquisition of Additional Investment Assets No.1,

I V Global Securities Public Company Limited Part 4 Page 54 Opinion Report of the Independent Financial Advisor Dusit Thani Freehold and Leasehold Real Estate Investment Trust which may cause DREIT to have lower financial costs than raising funds by issuing the additional trust units only. In addition, funding by borrowing money instead of issuing the additional trust units shall also reduce the impact on the trust unitholders in terms of control dilution and return dilution.

4.2.2 Disadvantages of Entering into a conflict of Interest Transaction

(1) An increase in loan interest burden As of December 31, 2018, DREIT had long-term liabilities of THB 599.10 million and the financial costs in 2018 of THB 21.54 million. The Borrowing of additional THB 2,045 million shall result in an increase in DREIT’s long-term loans of approximately THB 1,445.9 million (based on the assumption that DREIT uses the new loan amount of THB 599.10 million). Therefore, DREIT's interest burden shall increase as well.

(2) Doubt about the independence of the trustee’s performance As the trustee is responsible for overseeing and monitoring the REIT manager to perform business implementation, borrowing, obligations creation, and various business operations to be in line with the trust deed and related laws, in the event that DREIT borrows money from a financial institution which is a person related to the Trustee (KTB is the sole shareholder holding of 99.99 percent of KTAM, currently acts as the trustee of DREIT), there may be doubts about the independence of the trustee who shall act on behalf of DREIT in considering the selection of loan proposals and/or the negotiation of loan terms from a proposal of a financial institution which is a person related to the trustee, as well as in the case that there is a conflict between DREIT and a financial institution, a creditor, who is a person related to the trustee in the future. However, the trustee has to perform its duties with integrity and due care as professional for the best interest of the overall trust unit holders as well as to be in accordance with the Trust Deed with the trust and the related laws. Additionally, the entering into the aforementioned related transaction must go through the process of conducting a related transaction that has been specified in accordance with the trust deed of DREIT and related laws, such as being studied and examined by the Audit Committee of the REIT manager and approved by the trustee. The aforementioned actions are one approach to protect the interests of DREIT in entering into the transaction with a related person.

4.3 Risk that may Arise From Entering into Transaction

(1) Interest rate risk As the interest rates from borrowing money this time is a floating rate, should the market interest rate increases, it shall result in higher interest expenses of DREIT, which may affect the performance of DREIT and may affect the returns of the trust unitholders. However, the REIT manager is aware about the risk very well. Therefore, the REIT manager has a policy to closely monitor the trend of interest rate changes, as well as manage financial costs to be as efficient as possible, such as refinance, preparation to search for sources of funds with lower costs. In addition, DREIT may enter into futures contracts or trade derivatives product to prevent the risk of DREIT from interest rates arising from the whole or parts of borrowing, such as interest rate swap, etc.

(2) Default Risk According to the financial statements ended December 31, 2018, DREIT had long-term liabilities of THB 599.10 million and financial costs in 2018 of THB 21.54 million. Borrowing of THB 2,045 million is a part of funding sources used to invest in the Additional Investment Assets No.1 and/or repay loans according to the existing loan agreements of DREIT and/or improve or repair the Assets that DREIT is currently investing and/or use as working capital, which can be divided into portion 1) borrowing for investment in the Additional Investment Assets No.1 of THB 800 million, equivalent to 39.12 percent of the total loan amount and portion 2) other purposes apart from the use in portion 1) according to the objectives stated above, in an amount of approximately THB 1,245 million, equivalent to 60.88 percent of the total loan amount. Therefore, DREIT’s long-term loan shall increase from the existing level by approximately THB 1,445.9 million (based on the assumption that DREIT uses the new loan amount of THB 599.10 million), which shall result in an increase in DREIT’s financial costs as well.

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In the event that DREIT has insufficient investment income to be able to repay principal and interest to the lender (Default Risk) and causes forced collateral, which shall affect the return of the trust unitholders. Nevertheless, the important objective of this borrowing is the Acquisition of Additional Investment Assets and the renovation of assets which shall result in an increase in DREIT’s income. When considering the projected income statement and details of the net income according to the assumptions for the projection period from January 1, 2020 to December 31, 2020, prepared by KPMG Phoomchai Audit Co., Ltd., it shows that DREIT shall have an increase in investment income and rental income which are sufficient to pay for the additional financial costs of DREIT. The summary of the preliminary information from the aforementioned projection is as shown in Table 4-2. Table 4-2: Projected income statement and details of the net income according to the assumptions for the projection period from January 1, 2020 to December 31, 2020. Item Case: Case: Existing Assets After the Acquisition of Additional (Unit: THB in Thousand) (To Renovate the Existing Assets) Investment Assets No.1 Investment Income - Rental Income 267,840 560,874 Other Income 507 570 Total Income 268,347 561,444 Other Expenses (24,577) (94,548) Financial Costs (48,856) (110,800) Total Expense (73,433) (205,348) Net Income 194,914 356,096 Source: Projected income statement and details of the net income according to the assumptions for the projection period from January 1, 2020 to December 31, 2020, dated February 6, 2019, prepared by KPMG Phoomchai Audit Co., Ltd.

(3) Risk of exchange rate fluctuation DREIT’s borrowing of approximately THB 2,045 million may be in Thai Baht currency or foreign currency. Should the borrowing is in foreign currency, such as U.S. Dollar, this shall cause DREIT to have obligation to repay principal and interest in U.S. Dollar. In the event that Thai Baht depreciates significantly against the U.S. Dollar, DREIT shall have to pay the principal and interests in an increasing amount of Thai Baht. As of March 7, 2019, the exchange rate was THB 31.892 per 1 USD, based on the average exchange rate announced by the Bank of Thailand. According to this Acquisition of Additional Investment Assets, assets to be acquired are hotel and company located in the Republic of Maldives in which main income and expenses are in U.S. dollars. Therefore, exchange rate fluctuation may affect income that shall be returned to DREIT in Thai Baht currency. In addition, if funds from borrowings for entering into this transaction are in U.S. dollars, exchange rate fluctuation may affect the value of liabilities of DREIT at the end of the period and/or impacts on financial costs (interest expenses) of DREIT. The REIT Manager is well aware of exchange rate risk. Therefore, DREIT may enter into a futures contract or trade derivatives product to prevent the risk of DREIT from exchange rate risk, such as cross currency swap, etc.

(4) Risk of conflict of interest KTAM, as a trustee of DREIT, has duties to oversee and monitor the REIT manager to perform business implementation, borrowing, obligations creation, and various business operations to be in line with the trust deed and related laws. In the event that DREIT borrows money from KTB, if there is a conflict between KTB and DREIT, KTAM shall be in a position that has a conflict of interest with KTB, which is a major shareholder of KTAM in which KTB is holding shares of 99.99 percent of the total shares sold of KTAM. However, KTB is a listed company in the Stock Exchange of Thailand, having duties to comply with several rules of the SET and the SEC in disclosing information regarding the transactions with a related person for transparency in entering into the transactions. Therefore, entering into this transaction shall have a low risk of conflict of interest. In addition, when compare to other mutual funds/other REITs that invest in similar type of real estate, it is common to find borrowings with a person related to the trustee.

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4.4 Appropriateness of Price and Terms of Transaction

As of the issuance date of this opinion report of the IFA, the REIT Manager of DREIT received the term sheets from two financial institutions, which are KTB, a person related to the trustee, and another financial institution (hereinafter collectively referred to as “New Loan Agreement”). Therefore, in comparing the appropriateness of the price and terms of the transaction, the IFA shall compare the term sheets of two financial institutions aforementioned to the terms under the existing loan agreement of the DREIT, made with Thanachart Bank Public Company Limited ("TBANK") ("Existing Loan Agreement").

4.4.1 Appropriate of Pricing

According to long-term loans from financial institutions in the amount of not exceeding THB 2,045 million, at present, the Company has received term sheets from 2 financial institutions (including KTB) with floating rate, i.e. reference rate +/- fixed amount per year. In this regard, the IFA has calculated such interest rate by referring to reference rate as of March 5, 2019 of each financial institution, which shall be the interest rate of the New Loan Agreement of not more than 4.20 percent, close to the interest rate of the Existing Loan Agreement of DREIT (according to the information in Table 4-3) and close to the borrowing rate in the market, compared to the same type of REITs (according to the information in Table 4-4).

Table 4-3: Comparison the interest rate of the New Loan Agreement with Term Sheets from two financial institutions (including KTB) Financial Institution Details of Interest Rate1/ Interest Rate (%) 2/ Existing Loan Agreement: Reference Rate - Fixed Amount per year 3.65 – 4.15 TBANK (fixed amount per year shall be downward adjusted throughout the loan agreement period) New Loan Agreement: Reference Rate +/- Fixed Amount per year Not exceeding 2 Financial Institutions (fixed amount of each financial institution shall remain 4.20 (including KTB) the same throughout the loan agreement period) Source: 1/ The REIT manager 2/ Calculated by the IFA, based on the reference rate as of March 5, 2019 of each financial institution

Table 4-4: Interest rates of REITs / other property funds in 2018 REITs / Property Funds Interest Rate (%)

LHHOTEL 3.80 SRIPANWA 4.43 SHREIT 6.49 Source: Calculated by the IFA based on data from 2018 financial statements of LHHOTEL, SRIPANWA and SHREIT

4.4.2 Appropriateness of the Terms of Transaction

According to Table 4-5, important conditions of the loan proposal from a financial institution, which is a person related to the trustee, are similar to the Existing Loan Agreement of DREIT and the term sheet of another financial institution, which is a third party.

Table 4-5: Comparison the interest rates according to the Existing Loan Agreement with Term Sheets from two financial institutions (including KTB) Terms Existing Loan Agreement New Loan Agreement / Term Sheet TBANK KTB Another Financial (a person related to the trustee) Institution Loan Amount THB 790 million 1/ THB 2,179 million THB 2,440 million Loan Period 12 years 1/ 5 year 5 year (from the Effective Date of the Agreement)

I V Global Securities Public Company Limited Part 4 Page 57 Opinion Report of the Independent Financial Advisor Dusit Thani Freehold and Leasehold Real Estate Investment Trust

Terms Existing Loan Agreement New Loan Agreement / Term Sheet TBANK KTB Another Financial (a person related to the trustee) Institution Interest Payment On a Monthly Basis 1/ On a Monthly Basis Not Specified Principal Repayment On a Quarterly Basis 1/ One-time Loan Repayment on the One-time Loan Expiration Date of the Agreement Repayment on the (Bullet Payment) Expiration Date of the Agreement (Bullet Payment) Front End Fee Not Exceeding 0.5 percent 2/ At the same level as the Existing Higher than the Loan Agreement Existing Loan Agreement Prepayment Fee Not Exceeding 1.0 percent 2/ At the same level as the Existing At the same level as Loan Agreement the Existing Loan Agreement Collaterals Land and Buildings of Requested collaterals more than Requested collaterals Dusit Thani Laguna Phuket 1/ the Existing Loan Agreement more than the Existing Loan Agreement Source: 1/ 2018 Financial Statements of DREIT 2/ The REIT manager

Based on the analysis of advantages-disadvantages of entering into the transaction with a related person, risks that may arise from entering into the transaction, and the appropriateness of the price and terms of the transaction, the IFA has an opinion that borrowing money and providing collaterals between DREIT and a person related to the trustee is appropriate.

I V Global Securities Public Company Limited Part 4 Page 58 Opinion Report of the Independent Financial Advisor Dusit Thani Freehold and Leasehold Real Estate Investment Trust

Part 5: Conclusion of Opinion of Independent Financial Advisor

Please see additional conclusion of the Independent Financial Advisor’s opinion in Executive Summary on Page 3 of this report.

Nonetheless, in deciding whether to approve or disapprove the said Transaction, the trust unitholders can make consideration thereon based on the above reasons and opinion rendered by the Independent Financial Advisor. The final decision depends on the trust unitholders’ individual judgment. I V Global Securities PLC, as the Independent Financial Advisor hereby certifies that we have provided the opinion fairly using independent professional judgments, by placing the interests of the trust unitholders at the utmost importance.

Yours Faithfully, Independent Financial Advisor I V Global Securities Public Company Limited

(Mr. Pisit Jeungpraditphan, CFA, CAIA) (Mrs. Sriporn Sudthipongse) Senior Vice President President and CEO Supervisor Financial Advisory

I V Global Securities Public Company Limited Part 5 Page 59 Opinion Report of the Independent Financial Advisor Dusit Thani Freehold and Leasehold Real Estate Investment Trust

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I V Global Securities Public Company Limited Part 5 Page 60 Appendix 1

Summary Information of Dusit Thani Freehold and Leasehold Real Estate Investment Trust Source: 56-1 of Dusit Thani Freehold and Leasehold Real Estate Investment Trust

1. General Information

Trust Name : Dusit Thani Freehold and Leasehold Real Estate Investment Trust (“DREIT”)

Ticker : DREIT

Date of Establishment : November 29, 2017 (Letter No RT 0004/2560)

Project Description : Non-redeemable and specific REIT

Term of the Trust : Indefinite

Assets Invested : 1. Freehold of Dusit Thani Laguna Phuket Hotel 2. Leasehold of Dusit Thani Hua Hin Hotel 3. Freehold of Dusit Thani D2 Chiang Mai Hotel

REIT Manager : Dusit Thani Properties REIT Company Limited (“REIT Manager” or “DTPR”)

Trustee : Krung Thai Asset Manager Public Company Limited

Listing Date : December 15, 2017 (First Trading Day: December 15, 2017)

Type of Listed Securities : Trust units in the total number of 409,400,000 units at a par value of THB 8.9302, in the total amount of THB 3,656,050,620.77

Secondary Market : The Stock Exchange of Thailand (“SET”)

Auditor : KPMG Phoomchai Audit Ltd.

Accounting Period : January 1st through December 31st of each year

Appendix 1 Page 1 2. Investment Policy, Business Overview and Provision of Benefits

2.1 Objective of the Trust

The Trust was established for the purpose of investing in core assets by acquiring and/or leasing and/or sub-leasing and/or obtaining the Transfer of Leasehold and/or Subleasehold Rights in core assets or by indirect investment, aiming to generate benefits in a form of rental income or other relevant incomes as well as renovating, remodeling and improving asset potentials and/or disposing current assets for delivering a long-term sustainable revenue and returns for the trust unitholders. Additionally, the Trust will invest in other assets and/or securities and/or seek for benefits by other means as specified in the Securities and Exchange Act and other relevant laws.

2.2 Significant changes and development

Key Events Related to the Last Operation Year of the Trust

Dusit Thani Freehold and Leasehold Real Estate Investment Trust was established on November 29, 2017 and obtained the transfer of assets and liabilities from Dusit Thani Freehold and Leasehold Property Fund (DTCPF) on December 8, 2017. Subsequently, the Dusit Thani Freehold and Leasehold Real Estate Investment Trust (“DREIT”) launched its first trading in the Stock Exchange of Thailand on December 15, 2017. The main invested assets, which are 3 hotels, consist of Dusit Thani Laguna Phuket Hotel, Dusit Thani Hua Hin Hotel and Dusit D2 Chiangmai Hotel. In the year 2018, DREIT has finished conducted major renovation of Dusit Thani Laguna Phuket on October according to the plan which the project has undergone major renovation since May 2017 with the objective of improving the image of the property to look new, modern and be in line with the needs of the customers and to attract customers to use the service continuously.

2.3 Detail of Assets Invested by the Trust

At present, the property acquired by the Trust consists of

2.3.1 Dusit Thani Laguna Phuket Hotel

Table A-1: Overview of Dusit Thani Laguna Phuket Hotel (1) General Information Dusit Thani Laguna Phuket Hotel is a large 5-star hotel, situated in Phuket Province. This hotel is a uniquely designed resort hotel. The hotel has a furnishing style and services which accentuate the distinguished Thai taste in every detail. The hotel is spacious and convenient, and the areas of which stretch extensively alongside the Bang Tao beach and are flanked by large lagoons while most guest rooms have the pleasure of the sea view. (2) Location No. 390 Srisoontorn Road, Tambon Cherngtalay, Amphur Talang, Phuket Province on a total land area of Approximately 33 rai, 2 ngan, and 60.3 square wah. (3) Details of Buildings Dusit Thani Laguna Phuket Hotel comprises 226 guest rooms containing a 3-storey and Utilities Systems hotel building with the approximate total usable area of 16,605 square meters and 15 other buildings. The hotel building was completely built and opened for business in the year 1987, and since then, it has been maintained, repaired, and renovated on a regular basis. The hotel’s utilities systems include 2 sets of passenger elevators, an emergency power system, a fire alarm system, and indoor sprinklers. (4) Details of Assets DREIT invests in freehold of Dusit Thani Laguna Phuket Hotel, the assets of which Invested comprise the following: - A total of 6 land plots with approximate total usable area of 33 rai, 2 ngan, and 60.3 square wah; - Structures, utilities system works, and facilities - Furniture, fixtures and fittings, and equipment used in the operation.

Appendix 1 Page 2 2.3.2 Dusit Thani Hua Hin Hotel

Table A-2: Overview of Dusit Thani Hua Hin Hotel (1) General Information Dusit Thani Hua Hin Hotel is a large 5-star hotel in Amphur Cha-am of Petchburi Province. This resort hotel was uniquely designed with a blend of Thai and European styles. In addition, this resort hotel stands out among the rest in the vicinity and boasts its vast and convenient compound which stretches alongside a gorgeous beach. (2) Location No. 1349 Petchkasem Road, Amphur Cha-am, Petchburi Province on an approximate land area of 63 rai, 1 ngan and 60 square wah. (3) Details of Buildings Dusit Thani Hua Hin Hotel comprises 296 guest rooms containing one 7-storey hotel and Utilities Systems building with a total usable area of approximately 29,601 square meters and 9 other buildings. The hotel building wa completely built and opened for business in 1990, and since then, it has been maintained, repaired, and renovated on a regular basis. The hotel’s utilities systems includes 4 passenger elevators, an emergency power system, a water generating system for in-house use, a fire alarm system, and indoor sprinklers. (4) Details of Assets DREIT invests in leasehold of Dusit Thani Hua Hin Hotel, the assets of which Invested comprise the following: - A total of 5 land plots with the approximate total usable area of 63 rai, 1 ngan, and 60 square wah; - Structures, utilities system works, and facilities - Furniture, fixtures and fittings, and equipment used in the operation

2.3.3 Dusit D2 Chiang Mai Hotel

Table A-3: Overview of Dusit D2 Chiang Mai Hotel (1) General Information Dusit D2 Chiang Mai Hotel is a large 5-star hotel, situated in the center of Chiang Mai city on Chang Klan Road in the Night Bazaar area, one of Chiang Mai’s important commercial and shopping quarters. This hotel targets on younger customers who seek exotic and modern experience. (2) Location No. 100 Chang Klan Road, Amphur Mueng, Chiang Mai Province on an approximate land area of 2 rai, 2 ngan and 65 square wah. (3) Details of Buildings Dusit D2 Chiang Mai Hotel offers a total of 130 guest rooms and comprises 1 eleven- and Utilities Systems storey (including the basement) hotel building with a total usable area of approximately 11,697 square meters and 4 other buildings. The building of Dusit D2 Chiang Mai Hotel was formerly named Chiang Inn Hotel. Dusit Group purchased the lands and structures thereon, and renovated all the buildings and the entire utilities systems in order to enhance and modernize the hotel’s image. The hotel was re- opened for business at the end of 2005 under the “Dusit D2” trademark, and since then, it has been maintained, repaired, and renovate on a regular basis. The hotel’s utilities system includes 3 elevators (2 passenger elevators and 1 freight elevator), an emergency power system, a fire alarm system, and indoor sprinklers. (4) Details of Assets DREIT invests in freehold of Dusit D2 Chiang Mai Hotel, the assets of which Invested comprise the following: - A total of 7 land plots with the approximate total usable area of 2 rai, 2 ngan, and 65 square wah; - Structures, utilities system works, and facilities - Furniture, fixtures and fittings, and equipment used in the operation

In this regard, fair value of each asset invested summarized as follows:

Table A-4: Fair value of assets invested by the Trust Assets Investment Type Estimated Area Fair Value1/ Percentage of (rai-ngan-square wah) (THB Million) Fair value (Appraisal Date) Dusit Thani Laguna Phuket Hotel Freehold 33-2-61.4 3,009.2 69.73 (Sep 27, 2018)

Appendix 1 Page 3 Assets Investment Type Estimated Area Fair Value1/ Percentage of (rai-ngan-square wah) (THB Million) Fair value (Appraisal Date) Dusit Thani Hua Hin Hotel Leasehold for 22 63-1-60 903.79 21.08 years (ended 2040) (Sep 26, 2018) Dusit D2 Chiang Mai Freehold 2-2-65 396.70 9.19 (Feb 6, 2018) Source: Form 56-1 of 2018 Remarks: 1/ Fair Value of assets with Income approach according to Trust’s structure

2.4 Structure of the Trust

DREIT’s policy on generation of benefits from the immovable properties in the type of hotels invested would be by leasing out or subleasing out the ownership of the lands and structures, the utilities systems relating to the hotel businesses, and furniture, fixtures, fittings, and equipment of Dusit Thani Laguna Phuket Hotel and Dusit D2 Chiang Mai Hotel, as well as the leasehold right over the land and structures of Dusit Thani Hua Hin Hotel, to the hotel operator, i.e. Dusit Management Company Limited (“DMCO”), a subsidiary of DTC, in order to generate benefits and to pay considerations to DREIT. In addition, DMCO shall still appoint DTC to continue managing the hotels. The details of the investment and the provision of benefits from the property can be summarized in the following diagram. Diagram A-1:

The parties involved in the supervision, inspection and management of the Trust are as follows:

(1) REIT Manager : Dusit Thani Properties REIT Company Limited Table A-5: General Information of REIT Manager Company Name : Dusit Thani Properties REIT Company Limited

Date of Establishment : August 21, 2017 Registration Number : 0105560138818 Address : No. 319 Chamchuri Square, 29th floor, Phayathai Road, Pathumwan Sub-District, Pathumwan District, Bangkok 10330 Registered and Paid-up Capital : THB 10 Million Source: Business Online PLC and SET

Appendix 1 Page 4 List of shareholders and board of directors of the REIT manager as follows: a) Directors Table A-6: List of Board of Directors of the REIT manager as of February 14, 2019 No. Name-Surname Position

1 Mr. Chanin Donavanik Chairman 2 Miss Natharin Talthong Independent Director 3 Mr. Sarnthor Mudhasakul Director Source: Form 56-1 of 2018 Remarks: Authorized directors are Mr. Chanin Donavanik co-sign with Mr. Sarnthor Mudhasakul and affix with the company seal

b) Shareholders Table A-7: List of shareholders of the REIT manager as of February 14, 2019 No. Name-Surname No. of Shares Percentage (shares)

1 Dusit Thani Public Company Limited 99,997 99.997 2 Mr. Chanin Donavanik 1 0.001 3 Mrs. Suphajee Suthumpun 1 0.001 4 Mr. Akamon Prasoppolsujarit 1 0.001 Total 100,000 100.00 Source: Form 56-1 of 2018

(2) Trustee: Krung Thai Asset Management Public Company Limited Table A-8: General Information of Trustee Company Name : Krung Thai Asset Management Public Company Limited Date of Establishment : Nov 29, 2002 Registration Number : 0107545000373 Address : No. 1 Empire Tower, 32th Floor, South Sathorn Road, Yannawa Sub- District, Sathorn District, Bangkok 10120 Registered and Paid-up Capital : THB 200 Million Source: www.ktam.co.th

List of shareholders and board of directors of the Trustee as follows:

a) Directors Table A-9: List of Board of Directors of the Trustee as of July 18, 2018 No. Name-Surname Position

1 Mr. Vachara Tuntariyanond Chairman of the Board of Directors and Member of Risk Committee 2 Mr. Thawat Yooyod Director and Member of the Risk Committee 3 Mrs. Danucha Yindeepit Director and Chairperson of the Audit Committee 4 Mr. Vichien Siriveshvaravudh Director and Member of the Audit Committee 5 Mr. Lavaron Sangsnit Director (Representative, Ministry of Finance) and Chairman of the Risk Committee 6 Mr. Cherdchai Chomphonukulrut Director 7 Mr. Surapol Opassatain Director and Member of the Audit Committee

Appendix 1 Page 5 No. Name-Surname Position

8 Mrs. Chavinda Hanratanakool Director and Chief Executive Office Source: www.ktam.co.th and Business Online Plc on January 15, 2019 Remarks: Authorized directors are Mrs. Chavinda Hanratanakool, Mr. Thawat Yooyod, Mr. Cherdchai Chomphonukulrut, two of three directors co-signing and affix with the company seal

b) Shareholders Table A-10: List of shareholders of the Trustee as of January 15, 2019 No. Name-Surname No. of Shares Percentage (shares)

1 Krung Thai Bank Public Company Limited 19,999,986 100.00 2 Other shareholders (14 persons, each holding 1 share) 14 0.00 Total 20,000,000 100.00 Source: www.ktam.co.th on January 15th, 2019

(3) Lessee / Sub Lessee of the Trust’s asset: Dusit Management Company Limited Table A-11: General Information of Lessee / Sub Lessee of the Trust’s asset Company Name : Dusit Management Company Limited Date of Establishment : December 15, 2010 Registration Number : 0105553152720 Address : No. 319 Chamchuri Square, 29th floor, Phayathai Road, Pathumwan Sub-District, Pathumwan District, Bangkok 10330 Registered and Paid-up Capital : THB 4 Million Source: Business Online Plc on January 15, 2019 List of shareholders and board of directors of Lessee / Sub Lessee of the Trust’s asset as follows: a) Directors Table A-12: List of Board of Directors of Lessee / Sub Lessee of the Trust’s asset as of April 20, 2018 No. Name-Surname Position

1 Mr. Chanin Donavanik Director 2 Mrs. Sinee Thienprasiddhi Director 3 Miss Pattaneeporn Thienprasiddhi Director 4 Mrs. Suphajee Suthumpun Director 5 Mr. Akamon Prasoppolsujarit Director Source: Business Online Plc on January 15th, 2019 Remark: Authorized directors is two of above directors co-signing together with the company’s seal affixed

b) Shareholders Table A-13: List of shareholders of Lessee / Sub Lessee of the Trust’s asset as of June 22, 2018 No. Name-Surname No. of Shares Percentage (shares) 1 Dusit Thani Public Company Limited 399,996 99.9990 2 Dusit Thani Freehold and Leasehold Property Fund 1 0.0003 3 Mr. Chanin Donavanik 1 0.0003 4 Mrs. Sinee Thienprasiddhi 1 0.0003 5 Miss Pattaneeporn Thienprasiddhi 1 0.0003 Total 20,000,000 100.00

Appendix 1 Page 6 Source: Business Online Plc on January 15, 2019

(4) Property manager of the Trust : Dusit Thani Public Company Limited Table A-14: General Information of Property manager of the Trust Company Name : Dusit Thani Public Company Limited Date of Establishment : Jun 30, 1993 Registration Number : 0107536000617 Address : No. 319 Chamchuri Square, 29th floor, Phayathai Road, Pathumwan Sub-District, Pathumwan District, Bangkok 10330 Registered and Paid-up Capital : THB 850 Million Source: Business Online Plc

List of shareholders and board of directors of Property manager of the Trust as follows:

a) Directors Table A-15: List of Board of Directors of Property manager of the Trust as of July 18, 2018 No. Name-Surname Position

1 Thanphuying Chanut Piyaoui Founder and Advisor to the Board of Directors 2 General Prem Tinsulanonda Chairman Advisory 3 Mr. Arsa Sarasin Chairman / Independent Director 4 Mr. Chanin Donavanik Chairman of the Executive Committee / Vice Chairman 5 Mrs. Suphajee Suthumpun Group Chief Executive Officer / Director 6 Mrs. Varang Chaiyawan Director 7 Mrs. Sinee Thienprasiddhi Director 8 Mr. Hiran Radeesri Independent Director / Chairman of the Audit Committee 9 Mrs. Pranee Phasipol Independent Director / Audit Committee 10 Mr. Kittipong Kittayarak Independent Director / Audit Committee 11 Khunying Suchada Kiranandana Independent Director 12 Mr. Pakhawat Kovithvathanaphong Independent Director 13 Mr. Somprasong Boonyachai Independent Director 14 Mr. Teerapol Chotichanapibal Independent Director

Source: SET Remark: Authorized directors are Mr. Chanin Donavanik, Mrs. Sinee Thienprasiddhi, Mrs. Varang Chaiyawan, Mrs. Suphajee Suthumpun, two of four directors co-signing and affix with the company seal

b) Shareholders Table A-16: List of shareholders of Property manager of the Trust as of May 10, 2018 No. Name-Surname No. of Shares Percentage (Shares)

1 Chanut and Children Co., Ltd1/ 422,821,310 49.74 2 Central Pattana Public Company Limited 194,926,920 22.93 3 Mr. Chatri Sophonpanich 42,439,600 4.99 4 Mr. Vichit Chinwongvorakul 33,144,200 3.90 5 Thai NVDR Company Limited 26,727,640 3.14 6 Thai Life Insurance Public Company Limited 21,882,430 2.57 7 Mrs. Jarunee Chinwongvorakul 20,431,000 2.40

Appendix 1 Page 7 No. Name-Surname No. of Shares Percentage (Shares)

8 Mr. Sahanun Chentrakul 9,010,000 1.06 9 Office of the Privy Purse 4,950,000 0.58 10 Dusit Thani Properties Company Limited 4,715,000 0.55 11 Other Shareholders 68,951,900 8.11 Total 850,000,000 100.00 Source: SET and information on the change of shareholding structure of DTC to SET on May 10, 2018 Remark: 1/ Chanut and Children Co., Ltd consisting of group of Mr. Chanin Donavanik, group of Mrs. Sinee Thienprasiddhi and group of Mrs. Sunong Salirathavibhage

3. Trust Unitholders

According to the information as at the most recent book closing date on December 28, 2018, DREIT has registered and paid-up capital of THB 3,656,023,880, composed of investment unit of 409,400,000 units at par value of THB 8.9302 per unit.

Table A-17: List of First 10 Trust Unitholders as of December 28, 2018 No. Trust Unitholders No. of Units (Units) Percentage

1. Mrs. Suphajee Suthumpun 122,920,000 30.02 2. Social Security Office 104,049,100 25.42 3. Muang Thai Life Assurance Public Company Limited 20,602,300 5.03 4. Krungthai-AXA Life Insurance Public Company Limited 16,836,600 4.11

5. Dhipaya Insurance Public Company Limited 8,360,000 2.04

6. One Property Plus Fund 3,226,600 0.79

7. Advance Life Assurance Public Company Limited 2,535,000 0.62 8. Provident fund of Bangkok Mass Transit System Plc. 2,100,000 0.51

Top eight major trust unitholders 280,629,600 68.54

Source: DREIT and SET

Appendix 1 Page 8 4. Summary of Financial Highlights and Analysis of Operational Performance and Financial Status

The report shows the statement of financial position, profit and loss statement and cash flow statement, including a summary of key financial ratios for the period from November 29, 2017 (date of establishment of the DREIT) until December 31, 2017 which has been audited by the authorized auditor and from January 1, 2018 to December 31, 2018 which was audited by KPMG Phoomchai Audit Ltd. Details are as follow:

. Statement of Financial Status

Table A-18: Statement of Financial Status (Units: THB Million except for net assets per unit) December 31, 2018 December 31, 2017 Statement of Financial Position Audited Audited THB Million Percentage THB Million Percentage Assets Investments at fair value 4,340.00 99.04 4,172.77 96.05 Cash at banks 35.49 0.81 164.76 3.79 Prepaid expenses 1.48 0.03 1.14 0.03 Other assets 5.11 0.12 5.62 0.13 Total Assets 4,382.07 100.00 4,344.29 100.00 Liabilities Other accounts payable 51.55 1.18 81.31 1.87 Accrued expenses 3.09 0.07 1.18 0.03 Withholding tax payable 0.13 0.00 0.35 0.01 Long-term loan 599.10 13.67 588.89 13.56 Total Liabilities 653.87 14.92 671.73 15.46 Net assets Capital received from unitholders 3,656.05 83.43 3,656.05 84.16 Retained earnings 72.15 1.65 16.52 0.38 Net asset value 3,728.20 85.08 3,672.57 84.54 Net assets per unit1/ (THB per unit) 9.1065 8.9706 Sources: Form 56-1 and DREIT’s financial statement audited by KPMG Remark: 1/ calculated based on 409,400,000 units outstanding

. Statement of Income

Table A-19: Statement of Income (Units: THB Million) Jan 1, 2018 – Dec 31, 2018 Nov 29, 2017 – Dec 31, 2017 Statement of Income Audited Audited THB Million Percentage THB Million Percentage Investment Income Rental Income 226.34 99.61 19.01 98.76 Interest Income 0.86 0.38 0.02 0.09 Other Income 0.04 0.02 0.22 1.15 Total Income 227.23 100.00 19.25 100.00 Expenses Management Fee 6.71 2.95 0.44 2.27 Trustee Fee 8.95 3.94 0.44 2.29 Registrar Fee 2.03 0.89 0.13 0.67

Appendix 1 Page 9 Jan 1, 2018 – Dec 31, 2018 Nov 29, 2017 – Dec 31, 2017 Statement of Income Audited Audited THB Million Percentage THB Million Percentage Professional Fee 1.66 0.73 0.13 0.69 Other Expenses 3.74 1.64 0.18 0.94 Finance Cost 21.54 9.48 1.41 7.34 Total Expenses 41.62 18.32 2.74 14.21 Net Investment Income 185.61 81.68 16.52 85.79 Net realized loss from charges in investment value (1.42) - - - Net unrealized loss from charges in investment (3.98) - - - l Total net loss from investments (5.40) - - - Increase in net assets from operations 180.21 - 16.52 85.79 Source: Form 56-1 and DREIT’s financial statement reviewed by KPMG

. Statement of Cash Flows

Table A-20: Statement of Cash Flows (Units: THB Million)

Y2018 Nov 29, 2017 – Item Dec 31, 2017 Audited Audited Net cash from (used in) operating activities 6.56 (422.71) Net cash from (used in) financial activities (135.84) 587.48 Cash and cash equivalents Increase (decrease) in cash (129.28) 164.76 Cash and cash equivalents at the beginning of the period 164.76 - Cash and cash equivalents at the end of the period 35.49 164.76 Source: Form 56-1 and DREIT’s financial statement audited by KPMG

. Key Financial Ratio

Table A-21: Financial Ratio Financial Ratio Unit Y2018 1/ Nov 29, 2017 – Dec 31, 2017 2/

Total interest bearing debts to Total Assets % 13.41 13.56 Total liabilities to Total Assets % 14.14 15.46 Total liabilities to Net Assets Times 16.48 18.29 Interest Bearing Debts Times 20.40 12.69 Sources: 1/ Form 56-1 of 2018 2/ Form 56-1 of 2017

Appendix 1 Page 10 Operating Results and Financial Analysis of DREIT Operations

Financial Position

. Total Assets As of December 31, 2018, DREIT reports total assets of THB 4,382.07 million, mainly from investment in property at value of THB 4,339.40 million, and cash and cash equivalents of THB 35.49 million.

. Total Liabilities As of December 31, 2018, DREIT has total liabilities of THB 653.87 million with significant details including long-term loan amount of THB 599.10 million, trade payables amount of THB 51.55 million. However, main objectives of such long-term loan are (1) as a part of compensation in exchange of assets and liabilities of Dusit Thani Freehold and Leasehold Property Fund (2) for a renovation expense for Dusit Thani Laguna Phuket.

. Net Asset Value As of December 31, 2018, DREIT has the net assets value of THB 3,728.20 million, including registered capitals from the trust unitholders amount of THB 3,656.05 million and retained earnings of THB 72.15 million. Net Asset Value per unit as of December 31, 2018 is equivalent to THB 9.1065 per unit.

Overall Performance For the performance of the year ending December 31, 2018, DREIT has a net income from investment of THB 227.23 million, consisting of rental income of THB 226.34 million and interest income of THB 0.86 million Baht. For the expenses of the year ending December 31, 2018, DRIET has total expenses of THB 41.62 million, consisting of management fee, trustee fee and registrar fee totaling THB 16.35 million, interest expenses totaling THB 21.54 million, and other expenses amount of THB 3.74 million expenses.

5. Industry Overview / Competition

The trust unitholders can find out information about the market and the competitive situation from Part 1 Operation of the trust section No.3 of Market Overview of Hotel industry in the Annual Registration Statement (Form 56-1), ending on 31 December 2018.

Appendix 1 Page 11

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Appendix 1 Page 12 Appendix 2

Summary of Pertinent Agreements and Draft Agreements

With refrence to the Additional Investment Assets No. 1 by DREIT, there are 3 main agreements comprising of: (1) Head Lease Agreement entered into with the Government of the Republic of Maldives; (2) Agreements regarding the Acquisition of Assets; and (3) Summary of Draft Agreements regarding the Procurement of Benefits. The summary of agreements and draft agreements are as follows:

1. Summary of the Head Lease Agreement entered into with the Government of the Republic of Maldives

1.1. Amended and Re-Stated Agreement for the Lease of the Island of Mudhdhoo in Baa Atoll for the Development of a 200-Bed Resort between the Government of the Republic of Maldives (represented by the Ministry of Tourism, Arts and Culture) and Coastline Hotels and Resorts Private Limited dated 21 March 2011 (As amended)1 (the “Head Lease Agreement”)

Parties The Government of the Republic of Maldives represented by the Ministry of Tourism, Arts and Culture (the “MOT”) (the “Lessor” or the “Government”) Coastline Hotels and Resorts Private Limited (the “Lessee”) Leased Property The Island of Mudhdhoo in Baa Atoll in the Republic of Maldives demarcated in the site plan of this Head Lease Agreement (the “Island”) Purpose of Development, operation and management of the 200-bed Resort on the Island. the Lease In this Head Lease Agreement, the “Resort” means all the buildings, installations, structures, facilities, machinery, equipment, tools, furniture, fixture and fittings, cutlery and crockery and linen forming part of or are directly associated with the operation and management of the Resort and inventoried pursuant to the Provision on Inventory under this Head Lease Agreement. Commencement 8 September 2009 Date Lease Period 50 years from 8 September 2009 expiring on 7 September 2059 Lease Rent The Lessee shall pay to the Government the Lease Rent as follows: (1) The Lease Rent during the first 10 years computed from the date on which the MOT gives the permission of the commencement of the operation of the Resort for business (the “Commission Date”) or 30 months from the Commencement Date, whichever happens earlier, as provided in the Lease Rent Schedule under this Head Lease Agreement, which is USD 7,500 per bed per annum. (2) The Lease Rent payable to the Government prior to enactment of Second Amendment to the Law No. 2/99 (Maldives Tourism Law), and more specifically the Lease Rent payable prior to 1st day of January 2011 shall be calculated in accordance with rent schedule under this Head Lease Agreement, which is USD 7,500 per bed per annum. (3) The Lease Rent payable from the date of 1st day of January 2011 shall be calculated in accordance with, and in the manner stipulated in Section 7 of the

1 - Amendment to the Agreement for the Lease of Mudhdhoo in Baa Atoll for the Development of a Tourist Resort between the Government of the Republic of Maldives (represented by the Ministry of Tourism, Arts and Culture) and Coastline Hotels and Resorts Private Limited dated 25 May 2011 - Addendum to the Lease Agreement of Mudhdhoo in Baa Atoll for Extension of Lease Period between the Government of the Republic of Maldives (represented by the Ministry of Tourism, Arts and Culture) and Coastline Hotels and Resorts Private Limited dated 30 May 2011 - Addendum to the Lease Agreement of Mudhdhoo in Baa Atoll, for Extension of Lease Period between the Government of the Republic of Maldives (represented by the Ministry of Tourism, Arts and Culture) and DMS Property Investment Private Limited dated 8 September 2012

Appendix 2 Page 1 Maldives Tourism Act (Law No. 2/99) and the relevant regulations made thereunder.2 (4) The Lease Rent shall be paid in quarterly instalments in advance before the commencement of the quarter for which such payment is due. (5) If the Lease Rent or any instalment or part of it is in arrears, the Lessee shall pay liquidated damages. The damages will be determined at the rate of 0.5% of the amount outstanding in arrears, calculated on a daily basis, for each day of delay. The damages shall be paid in addition to the full payment of all amounts of the Lease Rent in arrears. Inventory,  Within 30 days of commencement of the operation of the Resort, the Lessee shall Redevelopment and furnish the Government with an inventory of all buildings, installations, structures, Improvement facilities, machinery, equipment, tools, furniture, fixtures and fittings directly associated with the operation of the Resort (the “Inventory”) which shall be checked and signed by both the Government and the Lessee and be annexed to this Head Lease Agreement. The Inventory shall be adjusted to reflect any additions and/or omissions from the Inventory during the currency of this Head Lease Agreement and all variations to the Inventory shall be checked and signed for by both the Government and the Lessee.  In the event the Lessee decided to redevelop or improve the Resort, after the commencement of the operation of the Resort, such improvements or development shall be carried out with prior approval of the Government and in conformity with the plans approved in writing by the relevant Government authorities. Redevelopment and improvements shall be inventoried, and the Inventory found in this Head Lease Agreement shall be amended as relevant, as provided in this Head Lease Agreement.  The Lessee undertakes not to demolish, remove or alter any buildings, installations or structures described in the Inventory found in this Head Lease Agreement without the prior written approval of the Government.  Whenever any new buildings or installations are constructed or installed after the commencement of the operation of the Resort, the Lessee shall (1) notify the Government of the commencement of the work; (2) allow agents of the Government to inspect the work when in progress; (3) comply with any written instructions from the Government to require conformity with the approved plans; and (4) notify the Government of the date of completion and commissioning of the buildings or installations. Undertakings of The Lessee shall during the currency of this Head Lease Agreement: the Lessee  duly settle with the appropriate agencies, Government or private, all charges, rates and taxes levied in respect of the Island and the Resort;  maintain the Island and the Resort, in good order, repair and condition, reasonable wear and tear excepted;  keep the Island and the Resort in a clean and sanitary state, free from noxious weeds and pests, and conform to all the laws, regulations and requirements affecting environment, health, sanitation and safety during the currency of this Head Lease Agreement;  endeavour to conserve and improve the environmental condition of the Island and the Resort and maintain the natural beauty of the Island and the Resort;  provide reasonable terms and condition of employment to all its staff connected to the Resort, in accordance with relevant Maldives Law. The accommodation, benefits and amenities provided to staff shall not be at a standard lower than those provided for in the Development Concept (submitted by the Lessee and approved by the Government) and the Maldives Law or regulations and standards decided by the Competent Authorities;  not demolish, remove or alter any building, installation or structure specified in the Inventory without the approval of the Government Insurance  The Lessee shall, during the currency of this Head Lease Agreement, insure and keep insured the Resort to their full reinstatement value including architect’s and surveyor’s fees, one year’s Lease Rent, the cost of demolition and site clearance,

2 According to the relevant law, the land rent is calculated based on the area of the Island at USD 8per square meter and where the land area is less than 200,000 square meters, a land rent cap of USD 1,000,000 applies. Pursuant to the statements issued by the Maldives Inland Revenue Authority on 27 December 2016, the size of the Island has been determined as 186,640.00 square meter; therefore, the Lease Rent shall be USD 1,000,000 per year.

Appendix 2 Page 2 with an insurer, chosen by the Lessee and acceptable to the Government, against loss or damage by fire, storm, flood and other risks as may be notified by the Government. The Lessee shall, upon request of the Government, produce the insurance policy and receipt of premiums paid in connection therewith. All sums received in respect of such insurance shall be for the account of the Lessee.  The Lessee shall punctually pay all premiums and make any other payments necessary to maintain the Insurance Policy mentioned in this Head Lease Agreement and shall not do anything which might invalidate the insurance.  All sums received from insurance shall be laid out and expended in rebuilding or repairing or otherwise reinstating the Resort or payment of the Lease Rent as the case may be. Regular Inspection  After giving an advance notice of 24 hours to the Lessee, the Lessor may cause their representatives to enter upon the Island, and the Resort, at all reasonable hours in order to view and examines the physical state and condition of the Island and the Resort and the items listed in the Inventory. Where the Lessee is informed in writing of any requirement for repair or replacement subsequent to such an inspection, the Lessee shall within a reasonable period, cause such repair or replacement to be effectively made.  The Lessee shall permit the Lessor and their agents at any time to enter and inspect the Resort, call for information, have free access to the office of the Resort without having to give the advance notice mentioned in the Provision above, for the purpose of inspecting the books of accounts and records and take copies thereof and make extracts therefrom for any other relevant purpose. The Lessee shall also furnish the Government any information or data whenever required to do so, whether requested in writing or otherwise. Grant of Rights,  During the currency of this Head Lease Agreement, the Lessee may grant any right, Interest or interest or possession of the Island and the Resort to any party including the period Possession prior to the Commission Date, by way of sale, assignment or any other similar device subject to the prior written approval and any other reasonable terms and conditions that may be stipulated by the Lessor. The approval of the Lessor shall always be subjected to the rights and interests of the Lessor not being adversely affected.  The Lessee may, during the currency of this Head Lease Agreement, sublease the Resort or grant management of the Resort to any party, including the period prior to the Commission Date, subject to the prior written approval and any other reasonable terms or conditions that may be stipulated by Lessor. The approval of the Lessor shall always be subjected to the rights and interests of the Lessor not being adversely affected.  The Lessee shall have the right to enter into agreements, including the period prior to the Commission Date, that are usually entered into in the ordinary course of business to enhance the business prospects of the Resort when it becomes commissioned, provided always that the duration of such agreements shall not exceed the currency of this Head Lease Agreement. That right includes conclusion of sale of rights to proposed beds, allotment of proposed rooms, or water-based facilities, if any. Mortgages  The Lessee shall have the right even before the Commission date and within the currency of this Head Lease Agreement to mortgage, hypothecate or otherwise encumber the interests in the Island, and the Resort.  The Lessee shall in the exercise of options provided in the Provision above be subjected to written approval of the Lessor and any conditions that may be stipulated by the Lessor. The approval of the Lessor shall always be subjected to the rights and interests of the Government not being adversely affected and the Lessee’s undertaking to release the Island, and the Resort from every encumbrance prior to the expiry or earlier termination of this Head Lease Agreement. Indemnity The Lessee shall indemnify the Government from any liability for any claims whatsoever, arising from the construction, development and operation of the Resort and any activities associated therewith. Termination by  Without prejudice to any rights which the Government may have under this Head the Lessor Lease Agreement or in law, the Government may terminate this Head Lease Agreement, in any of the following circumstances: (1) The Lessee fails to pay the Lease Rent specified in this Head Lease Agreement when it has fallen due or fails to pay liquidated damages imposed in consequence of default in paying the Lease Rent specified in this Head Lease Agreement; or (2) The Lessee fails to comply with the Provisions on the Development Concept,

Appendix 2 Page 3 Environmental Impact Assessment and Work Plan for the Resort Development and on the Detailed Drawings for the Resort Development under this Head Lease Agreement; or (3) The Lessee fails to comply with the notices referred to in the Provisions on the Breach of Non-Financial Nature under this Head Lease Agreement; or (4) The Lessee becomes bankrupt or is wound up whether voluntarily or compulsorily otherwise than for purposes of amalgamation or reconstruction.  Termination in any of the circumstances provided in the Provision above requires serving a written notice of termination specifying the reason for such termination. Where the notice is served, this Head Lease Agreement will stand terminated on the expiry of the 7th day of that notice.  Once this Head Lease Agreement is terminated, the Government may enter upon and take possession of the Island and the Resort.  Where this Head Lease Agreement is terminated, the Lessee may remove, sell or otherwise dispose of all such tools, machinery, equipment, goods and materials not forming part of the Inventory found in this Head Lease Agreement. If the Lessee has not removed any of such items within a reasonable time then the Government may remove and sell those items.  In the event of such termination, the Government shall make its best effort to cause any subsequent investor who takes the Resort, on lease to accept an assignment of all contracts made by the Lessee in relation to the management and operation of Resort or any facilities thereof. Termination by  Without prejudice to any other rights which the Lessee may have under this Head the Lessee Lease Agreement or in law, if the Government refuses or persistently neglects to perform and observe any term or condition of this Head Lease Agreement, the Lessee may serve a written notice to the Government asking for its compliance. If the Government fails to comply with the notice and rectify the default and fails to offer any valid reason within 60 days from the date of that notice, then the Lessee may serve a written notice of termination of this Head Lease Agreement specifying the reason for termination. Where the notice is served, this Head Lease Agreement will stand terminated on the expiry of the 60th day of that notice.  The Lessee may terminate without cause upon giving written notice of termination to the Government. Where the notice is served, this Head Lease Agreement will stand terminated on the expiry of the 180th day of that notice. Even where the notice is served, this Head Lease Agreement will not be considered to have been terminated on the date appointed for the expiry of the notice if any of the following circumstances exist on that day: (1) If there is any obligation to be fulfilled or liability to be settled by the Lessee under this Head Lease Agreement or in law; or (2) If the Resort is in want of good operational condition and repair; or (3) If the Island and the Resort are subject to any form of encumbrance.  Once this Head Lease Agreement is terminated, the Provisions on the Handover of Resort under this Head Lease Agreement shall come into operation as if they were reproduced here in their entirety. Breach of  Except where the Lessee has defaulted in respect of the Provisions on the Lease Non-Financial Nature Rent under this Head Lease Agreement, where there is any non-performance, non- observance, infringement or violation by the Lessee of any other term or condition of this Head Lease Agreement, the Government shall not terminate this Head Lease Agreement in the first instance but impose upon the Lessee a penalty of an amount not exceeding USD 25,000 as liquidated damages and give up to 30 days’ notice in writing to the Lessee to remedy the default.  If the Lessee fails to remedy the default in accordance with the aforementioned notice, the Government shall impose upon the Lessee a further penalty of an amount not exceeding USD 100,000 as liquidated damages and if the Lessee fails to comply with the notice given for a further period of 15 days, the Government may invoke its right of terminating this Head Lease Agreement under the Provisions on the Termination by the Lessor under this Head Lease Agreement. Impossibility of  Where the Island, and the Resort, or any essential part thereof suffers total Performance destruction due to war, civil war or civil commotion or storm, tempest, flood, inevitable accident or other irresistible force or event beyond the Lessee’s control, the term of this Head Lease Agreement shall be deemed temporarily suspended from the date of destruction until the date of resuming operation of the Resort and the operation of the

Appendix 2 Page 4 Resort shall remain fully suspended during that period.  Where the Island, and the Resort, or any essential part thereof suffers partial destruction due to the provision above, the operation of the Resort shall be suspended in part.  Occurrence of an event as mentioned above or the Lessee not having insured to cover for 1 year Lease Rent as specified under this Head Lease Agreement shall not release the Lessee of its obligation to pay the Lease Rent as specified under this Head Lease Agreement. However, the Government may grant extensions to the due dates for the payment of the Lease Rent. It shall be the responsibility of the Lessee to have properly insured for such risk as specified in this Head Lease Agreement.  Where damage specified under the Provisions above occurs to the Island and the Resort, the Lessee shall give written notice of such damage to the Government as soon as practicable. Emergency and  In a situation of emergency, the Government may suspend this Head Lease Public Purposes Agreement and take over the Island and the Resort. The period of such suspension shall be excluded from the computation of the term of this Head Lease Agreement. The existence, continuance and cessation of the emergency shall be determined solely by the Government and any instructions issued by the Government in this regard shall be adhered to by the Lessee.  Where the Island and the Resort are required for (1) the defense of the Maldives or (2) a public purpose, the Government shall be entitled to terminate this Head Lease Agreement and take possession of the Island the Resort without any prior notice for the event under (1) and after giving 2 years written notice for the event under (2).  Termination of this Head Lease Agreement by such events shall result in the just compensation, specified under this Head Lease Agreement, being paid by the Government to the Lessee for the investment made on the Island and the Resort. Where the just compensation is paid by the Government under this Head Lease Agreement, it may deduct such sums of money due to it from the Lessee in respect of the Island and the Resort under this Head Lease Agreement. Handover of Resort  The Lessee undertakes to yield up possession of the Island and the Resort to the Government in good and operational condition and repair and at the standard at which it was operating upon the expiry or earlier termination of this Head Lease Agreement.  Where the Resort is handed back to the Government on the expiry of the term of this Head Lease Agreement, or where this Head Lease Agreement is brought to an end other than at the request of the Lessee or on breach of this Head Lease Agreement by the Lessee, compensation, as specified under this Head Lease Agreement, in relation to the Resort shall be paid to the Lessee within 2 years from the date of handing the Resort back to the Government. Settlement of  Any disputes arising from or in relation to or connected with this Head Lease Disputes Agreement shall first be attempted to be resolved amicably through discussions between the parties. Where such a dispute remains unresolved even after a reasonable period has lapsed, it shall be referred to the relevant Courts of Law or Authorities of the Maldives.  This Head Lease Agreement does not exclude the parties from referring a matter in dispute to arbitration in accordance with any Arbitration Act or rules that may be enacted in the Maldives on the subject matter. Governing Law  This Head Lease Agreement shall be subject to, construed in accordance with and governed by Maldives Law. The relevant Courts of Law or Authorities of the Maldives shall have the exclusive jurisdiction to entertain, hear and decide-disputes arising from or in relation to or connected with this Head Lease Agreement.

Appendix 2 Page 5 1.2. Deed of Assignment of the Island of Mudhdhoo in Baa Atoll between Coastline Hotels and Resorts Private Limited and DMS Property Investment Private Limited dated 6 September 2011

Assignor Coastline Hotels and Resorts Private Limited Assignee DMS Property Investment Private Limited Material Terms  The Assignor had on 13 July 2011 transferred and assigned the lease of the island of Mudhdhoo in Baa Atoll (the “Island”), the Assignor holds from the Ministry of Tourism, Arts and Culture (“Government”), to Dusit Thai Properties Public Company Limited by virtue of the Resort Sale and Purchase Agreement.  Dusit Thai Properties Public Company Limited has subsequently assigned all of its rights and obligations under the Resort Sale and Purchase Agreement to the Assignee pursuant to an assignment letter dated 7 August 2011.  The Assignor, by this Deed of Assignment, assign, transfer and set over to the Assignee, all and whatsoever rights, interests, powers, functions, privileges held by the Assignor in and to the Amended and Re-Stated Agreement for the Lease of the Island of Mudhdhoo in Baa Atoll for the Development of a 200-Bed Resort between the Government and Coastline Hotels and Resorts Private Limited dated 21 March 2011 (the “Lease Agreement”) and all obligations and duties imposed on the Assignor under the terms and conditions contained in the Lease Agreement. The Assignee accepts the assignment of transfer and setting over of all interests, powers, duties and obligations conferred and imposed now and in the future on the Assignor under the Lease Agreement and agrees to perform all the remaining and executory obligations of the Assignor in place of the original Lessee under the Lease Agreement.  The Assignor covenants that: (1) At the time of this assignment, the demised Island and/or all the parts thereof are free from all encumbrances, claims or charges of whatsoever nature. (2) There is no payment outstanding to the local or other Government Authorities by way of rate and taxes and other charges whatsoever. (3) There are no outstanding rents and/or fines payable to the Government up to date under the Lease Agreement or in connection with the Island and the Assignor hold harmless and indemnifies the Assignee against all liabilities, penalties and legal actions instituted or effected against the Assignee in that regard.  The Assignee agrees to assume all responsibilities, liabilities, claims and charges and/or taxes, if any, from the date of this Deed of Assignment whatsoever, on or under the Assignee arising in connection with the demised Island and/or under the Lease Agreement.

Appendix 2 Page 6 Remark: The summary of the following draft agreements is only the preliminary summary of the conditions and the terms of the relevant draft agreements which may be subject to change as per further the negotiation and discussion between the relevant contracting parties under the provisions of the laws of the Republic of Maldives which it will not affect the essence and principle provided in the summary of draft agreements which are as follows:

2. Summary of Draft Agreements regarding the Acquisition of Assets

2.1. Share Sale and Purchase Agreement

Sellers  Dusit Thai Properties Public Company Limited (“DTPP”)  MBK Hotels and Resorts Company Limited (“MBK”) Purchaser Krungthai Asset Management Public Company Limited as the trustee acting on behalf of Dusit Thani Freehold and Leasehold Real Estate Investment Trust (“DREIT”) Shares to be  97,500 ordinary shares in Dusit Maldives Investment Private Limited (“DMS2”), Purchased equivalent to 65 percent of the total number of shares in DMS2, held by DTPP;  52,500 ordinary shares in DMS2, equivalent to 35 percent of the total number of shares in DMS2, held by MBK, Totaling 150,000 ordinary shares, equivalent to 100 percent of the total number of shares in DMS2 (collectively referred to as the “Shares”). Purchase Price The par value of the Shares shall be classified as detailed below:  USD 97,500 million, with a par value of USD 1 per share, for the Shares to be purchased from DTPP; and  USD 52,500 million, with a par value of USD 1 per share, for the Shares to be purchased from MBK. Conditions 1. Conditions on the issuance and offering of capital increase trust units of DREIT Precedent 1.1. The Office of the Securities and Exchange Commission has granted an approval for DREIT to increase its capital and to offer its trust units to the public. 1.2. Trust units have been issued and offered to the public, and the money received from such issuance and offering has been deposited to the account of DREIT. 1.3. The parties pursuant to the Trust Deed of DREIT have entered into the amendment agreement thereto and the other transaction agreements in connection with DREIT. 2. Conditions pursuant to the loan agreement 2.1. DREIT has entered into an agreement for a minimum credit facility for a REIT as of the Share Sale and Purchase Date. 2.2. The conditions precedent under the loan agreement have been complied with in all respects or certain items or every item thereof have been waived. 3. Others conditions 3.1. The business of Dusit Thani Maldives Hotel project, in its entirety, has been transferred from DMS to DMS2, including but not limited to, the leasehold right of land and the ownership of buildings and constructions, furniture, tools and equipment and other assets, liabilities and employees necessary and appropriate for use in the business operation of Dusit Thani Maldives Hotel project (the “Assets of Dusit Thani Maldives Hotel project”) pursuant to the Resort Sale and Purchase Agreement, and any consents and approvals necessary for entering into such transactions have been granted to DMS2 pursuant to the laws of the Republic of Maldives. 3.2. Dusit Maldives Management Private Limited (“DMS3”) has completely entered into the Agreement for Sublease of Land and Lease of Assets Used in the Business Operation of Dusit Thani Maldives Hotel Project (the “Sublease Agreement”), and the Sale and Purchase Agreement for the Hotel Operating Assets Used in the Business Operation of Dusit Thani Maldives Hotel Project with DMS2, and the aforementioned agreements are still enforceable without any change, and any consents and approvals necessary for entering into such transactions have been granted to DMS2 as well as to DMS3 pursuant to the laws of the Republic of Maldives, and DMS3 has completely paid the purchase

Appendix 2 Page 7 price for the hotel operating assets used in the business operation of Dusit Thani Maldives Hotel project pursuant to the Hotel Operating Assets Used in the Business Operation of Dusit Thani Maldives Hotel Project. 3.3. Any consents and approvals necessary for entering into transactions of the sale and purchase of the Shares as prescribed in this Agreement have been granted to the Purchaser, pursuant to the laws of the Republic of Maldives. 3.4. The Sellers, DMS2 and DMS3 have been duly granted approvals from its shareholders’ meeting and/or its board of directors’ meeting, pursuant to the relevant laws, for negotiating, entering to, amending and complying with this Agreement and other relevant documents, and there is no objection, in relation to the sale and purchase of the Shares, the proceeding according to 3.1 and/or 3.2, from any person, including its persons with special interest, shareholders and/or creditors who may, with their legal rights, cause the Sellers, DMS2 and DMS3 to be unable to proceed in accordance with this Agreement and other relevant documents, and there is no legal prohibition in the sale and purchase of the Shares and the proceeding according to 3.1 and/or 3.2 and the compliance with this Agreement and/or other relevant documents. 3.5. The representations given in this Agreement are true and complete in all respects. 3.6. The amendment has been made to the Articles of Association of Dusit Management Company Limited in order to reflect the incorporation of DMS3, with the form and substance as specified by DREIT, and such amended Articles of Association has been registered with the relevant authority pursuant to the laws. 3.7. There is no event which has or may have a material adverse effect to the Assets of Dusit Thani Maldives Hotel project, the business of DMS2 or to the compliance with this Agreement. 3.8. Other conditions as may further be agreed by the parties. Transfer of the  When the Conditions Precedent as prescribed in this Agreement have been Shares to be completed in all respects within the prescribed period (unless waived by the Purchased Purchaser in writing), both parties agree to enter into the share transfer instrument of the Shares and/or to proceed with the registration of the transfer of the Shares with the relevant authority(ies) and the Registrar of DMS2 and any proceedings prescribed under the laws of the Republic of Maldives, within the date and time of which the Purchaser will notify or has notified to the Sellers (the “Share Sale and Purchase Date”).  On the Share Sale and Purchase Date, the Sellers agrees to proceed with the transfer of ownership of the Shares (including any rights in the Shares which the shareholders shall be entitled to) free from any lien, mortgage, claims or any encumbrance to the Purchaser, whereby the ownership of the Shares shall be immediately transferred to the Purchaser on the Share Sale and Purchase Date, and the Sellers shall deliver the following documents: (1) The share certificates and the updated registration book of shareholder, which have been signed to certify that they are true and correct, to the Purchaser in order to be the evidence of the lawful ownership of the Shares to be purchased. (2) The resignation letter of the representatives of the Sellers who are the board of directors in DMS2 and the resolutions of the board of directors/ shareholders of DMS2 approving the appointment of the representatives of the Purchaser to be the directors in DMS2. (3) The receipt as the evidence of the Sellers’ receipt of money for the Purchase Price of the Shares from the Purchaser and/or the person prescribed by the Purchaser (as the case may be). (4) Any other documents as may be agreed by the parties.  Subject to the terms and conditions of this Agreement, the Purchaser agrees to pay the Purchase Price of the Shares, in accordance with the terms in this Agreement, to the Sellers on the Share Sale and Purchase Date, by transferring the money into the Sellers’ account (of which the Sellers will notify in advance of not less than 10 working days prior to the Share Sale and Purchase Date) or by bank cheques or other procedures and details as agreed by the parties in advance prior to the Share Sale and Purchase Date, and the Purchaser shall withhold the withholding tax in relation to the sale and purchase of the Shares (if any) from the Purchase Price of the Shares. Each of the Sellers shall notify the Purchaser, in advance of at least 7 working days prior to the Share Sale and Purchase Date, of the cost of the price of the Shares to be purchased, which shall be correct and true.

Appendix 2 Page 8  Within the same day after the transfer of the ownership of the Shares to the Purchaser or within any other period as agreed by the parties whereby the Purchaser has been, duly and completely pursuant to the laws of the Republic of Maldives, granted the licenses necessary for the receipt of the transfer of the Shares as prescribed in this Agreement, the Purchaser shall provide shareholder loan to DMS2 and shall procure DMS2 to use such shareholder loan as a payment of the price in consideration of the receipt of the transfer of the Assets of Dusit Thani Maldives Hotel project from DMS pursuant to the Resort Sale and Purchase Agreement and as a repayment of the outstanding shareholder loan of DMS2 to the Sellers within the same working day as the date of receipt of payment of the Shares as aforementioned.  In the case where the Purchaser (1) does not provide shareholder loan to DMS2, resulting in DMS2 being not able to make a payment of the outstanding price to DMS in consideration of the receipt of the transfer of the Assets of Dusit Thani Maldives Hotel project and to repay the outstanding shareholder loan of DMS2 to the Sellers or (2) has provided shareholder loan to DMS2 but does not procure DMS2 to pay the outstanding price to DMS in consideration of the receipt of the transfer of the Assets of Dusit Thani Maldives Hotel project and to repay the outstanding shareholder loan of DMS2 to the Sellers, the Purchaser agrees to offer the Sellers the option to buy the Shares back at the price equivalent to the Purchase Price of the Shares acquired by the Purchaser from the Sellers, subject to the condition that the shareholder loan provided by the Purchaser to DMS2 (if any) shall be repaid to the Purchaser prior to the exercise of such share buy-back option. Undertakings of  From the execution date of this Agreement to the Share Sale and Purchase Date, the the Sellers Sellers shall procure DMS2 to not proceed as follows, unless they are in compliance with the terms and conditions of this Agreement or unless the consent in writing has been granted by the Purchaser: (1) To amend the Memorandum of Association, the Articles of Association or other registration items of DMS2 apart from what is prescribed in this Agreement. (2) To purchase, sell or dispose in any other way the business or the assets of DMS2, whether in whole or in part, or mortgage, pledge or encumber in any other way the assets, the legal rights or the contractual rights of DMS2. (3) To enter into any agreement or to consent in selling, pledging or encumbering in any other way of the Shares of DMS2. (4) To take on loan or provide loan or secure debt or cause encumbrances or obligations of DMS2 to comply with the Agreement. (5) To enter into any agreement with any person or enter to any amendment to the existing agreements which DMS2 is the party thereto. (6) To amend the accounting policies or tax policies of DMS2, whether in respect of accounting entry, preparation of financial statements, record of information and accounting documents, unless it is in accordance with the relevant laws. (7) To make a reserve, which is not required by law or accounting standards or rules as announced or prescribed by governmental authorities. (8) To declare or pay any dividend or to declare any remuneration to its directors or shareholders in any form. (9) To perform any actions which are not in accordance with the ordinary course of business of DMS2 or may materially affect the business or the financial status of DMS2. (10) To perform any actions which may cause a material adverse effect to DMS2 and/or the business of DMS2.  Subject to the laws of the Republic of Maldives, the Sellers will cooperate in contacting, notifying and applying for approval from the relevant authorities in relation to the change of the shareholders in DMS2 and the change of directors and authority of directors, including the signing of the relevant documents, as requested by the Purchaser.  Prior to the sale and purchase of the Shares, the Sellers shall procure DMS2 to completely transfer the employees and the hotel operating assets used in the Dusit Thani Maldives Hotel project to DMS3 pursuant to the Hotel Operating Assets Used in the Business Operation of the Hotel entered into with DMS3.  Prior to the sale and purchase of the Shares, the Sellers have proceeded with the receipt of the transfer or procured a person to receive the transfer of the liabilities which DMS has transferred to DMS2 pursuant to the Resort Sale and Purchase Agreement, namely shareholder loan and/or account payable, in accordance with the items and price of which the Purchaser shall notify the Sellers.

Appendix 2 Page 9  Each of the parties agrees and accepts that the obligations and the liabilities of each of the Sellers in this Agreement are joint and several, namely, every Seller agrees to be jointly liable and severally liable for the compliance of this Agreement of each of the Sellers, unable to refuse any or both of the Sellers to perform or be liable before oneself, and the Purchaser shall have the right to refuse to purchase all of the Shares provided that any of the Sellers is in default or in breach of this Agreement, including but not limited to not offering its Shares to the Purchaser.  The Sellers shall be responsible for any debts and liabilities in relation to or in connection with the assets to be purchased pursuant to the Resort Sale and Purchase Agreement, existing or incurred up to the date prior to the date of the transfer of the assets to be purchased, including but not limited to taxes in relation to the use of the assets to be purchased and liabilities in connection with the assets to be purchased incurred in the compliance of the relevant laws and regulations. Representations and Under this Agreement, the Purchaser shall receive the representations and warranties Warranties for the transaction of sale and purchase of the Shares in connection with DMS2, the Shares, the Assets of Dusit Thani Maldives Hotel project, including but not limited to the representations and warranties as follows: 1. Representations and warranties in relation to DMS2 and the Shares  DMS2 is a private limited company whose incorporation has been duly registered and validly existing under the laws, and DMS2 has complied with the terms as prescribed in the Memorandum of Association and the Articles of Association of DMS2, operated its business by way which is not contrary to or inconsistent with any laws and/or rules and regulations of the government, and DMS2 has not performed any actions or omitted to perform any actions contrary to laws, orders, rules or any similarities which cause a material adverse effect to DMS2, and DMS2 has not been examined or requested for any information due to its business operation, for example, capital adequacy, capital maintenance, investment, possession, use, construction, renovation, grating of licenses in relation to land, buildings and other assets, including granting of licenses, tax payment, and etc.  DMS2 has USD 150,000-registered capital, which consists of 150,000 ordinary shares having the par value of USD 1 per share, and every of which has been fully paid up.  The Shares have been duly issued and existing in accordance with the governing laws, and fully paid up with no more money required to be paid on, and are not contrary to the Memorandum of Association and the Articles of Association, the agreements or any documents to which DMS2 is the party or binding on DMS2 or the assets of DMS2.  DMS2 has not granted any person the right to purchase the Shares, the right of first refusal to purchase the Shares, the right to receive encumbrances or any other form of securities which has an effect to the Shares. DMS2 has no security which can be converted into the shares of DMS2. In addition, DMS2 has not rendered any promise to give or to cause the aforementioned rights.  DMS2 has no other types of shares which are calculated as the registered capital of DMS2 and (in addition to this Agreement) there is no other agreement or any other proceeding which enforces DMS2 or grants any person the right to call DMS2 (whether conditionally or unconditionally) to issue, allocate or transfer any of its shares, whether at present or in the future. 2. Representations and warranties in relation to the leasehold right of land and the Assets of Dusit Thani Maldives Hotel project  DMS2 has the ownership, the possession and/or the leasehold right of land and the Assets of Dusit Thani Maldives Hotel project, and the leasehold right of land and the Assets of Dusit Thani Maldives Hotel project are free from any encumbrances, servitude, mortgage, disturbance of rights, claims from third parties, defects or any other charge, except for the registration of the security with [] bank, and the Sublease Agreement is in force and binding on the relevant parties.  DMS2 has licenses, certificates, letters of permission and has been grated any approvals from governmental authorities and relevant regulatory authorities necessary for being the owner, leasing or taking any proceedings in relation to the leasehold right of land and the Assets of Dusit Thani Maldives Hotel project of DMS2, and DMS2 has not been notified of any proceedings in revocation or amendment of or non-compliance with the licenses, the certificates, the letters of permission and the approvals, whereby there will be a material adverse effect provided that an unfavorable judgment or decision has been issued, and DMS2 has already complied with and will comply with the terms and rules as specified in the licenses, the

Appendix 2 Page 10 certificates, the letters of permission and the approvals.  The leasehold right of land and the Assets of Dusit Thani Maldives Hotel project (1) are in accordance with the laws, regulations and rules which are important and enforced to the Assets of Dusit Thani Maldives Hotel project in the Republic of Maldives (including but not limited to the laws and rules in relation to town planning, building control, public health, safety and entrance and exit of the assets) (the “Laws on the Assets”) and (2) are not under any judicial proceedings (whether the copy of claims have been received or not), the expropriation, the change of town planning or any other similar procedures, which will cause an effect to the business operation in the leasehold right of land and the Assets of Dusit Thani Maldives Hotel project, size, use, construction and development, including the entrance and exit, except for the case where the material adverse effects will not be caused. 3. Representations and warranties in relation to the Sublease Agreement  The Sublease Agreement is duly enforceable, and there is no amendment in such agreement.  DMS2 has complied with the material terms and conditions of the Sublease Agreement, and there is no event which may lead to the event of default pursuant to such agreement, whereby the result of such default will cause a material adverse effect.  The Sublease Agreement is in accordance with the ordinary course of business with the fair price and conditions with DMS2 and it will not lead to the transfer of benefits from DMS2 to its related person or the parties. Taxes and Expenses The Purchaser agrees to be responsible for the expenses incurred in relation to the compliance of the terms and conditions under this Agreement and/or other relevant agreements, for example, preparation of the agreements, attorneys, expenses for legal due diligence. In this regard, the parties shall be responsible for its own taxes incurred by itself as prescribed or enforced by the government in connection with the entering into this Agreement. Events of Default Any of the following events shall serve as the Event of Default which gives any of the parties the right to terminate this Agreement and/or claim for damages from the other party(ies): 1. Events of Default by the Sellers’ fault DTPP or MBK violates or fails to comply with any material provisions as prescribed in this Agreement or the Undertaking Agreement or is in breach of any material representations given in this Agreement or the Undertaking Agreement and is not able to cure and rectify such breach and comply with the Agreement within 90 days from the date of receipt of notification or acknowledgment of such Event of Default or within any period agreed by the parties, with the exception that such breach is a result of a force majeure event. The event where the transfer of the Shares cannot be completed due to the Sellers’ fault shall be immediately deemed as an Event of Default under this Agreement, with the exception that such breach is a result of a force majeure event or is due to the Purchaser failing to comply with the provisions or conditions as prescribed in this Agreement. 2. Events of Default by the Purchaser’s fault The Purchaser violates or fails to comply with any material provisions as prescribed in this Agreement or is in breach of any material representations given in this Agreement and is not able to cure and rectify such breach and comply with the Agreement within 60 days from the date of receipt of notification or acknowledgment of such Event of Default or within any period agreed by the parties, with the exception that such breach is a result of a force majeure event. The event where the transfer of the Shares cannot be completed due to the Purchaser’s fault shall be immediately deemed as an Event of Default under this Agreement, with the exception that such breach is a result of a force majeure event or is due to the Seller failing to comply with the provisions or conditions as prescribed in this Agreement. Termination and  When any of the aforementioned Events of Default by the Sellers’ fault occurs, the Claim for Damages Purchaser shall be entitled to terminate this Agreement by serving a notice in writing to the Sellers or to proceed any legal action to enforce the Sellers to comply with this Agreement and/or to claim for damages from the Sellers.  When any of the aforementioned Events of Default by the Purchaser’s fault occurs, the Sellers shall be entitled to terminate this Agreement by serving a notice in writing

Appendix 2 Page 11 to the Purchaser or to proceed any legal action to enforce the Purchaser to comply with this Agreement and/or to claim for damages from the Purchaser.  This Agreement shall be immediately terminated and each of the parties shall not be entitled to claim for damages, expenses, money or any other consideration from the other party(ies), unless agreed otherwise by the parties, upon the event where the parties jointly and voluntarily agree to terminate this Agreement.  When the conditions precedent as prescribed in this Agreement have not been completed within the prescribed period and the Shares cannot be transferred within the prescribed period, due to the event which is not a result of the Purchaser’s fault, the Purchaser shall be entitled to terminate this Agreement and the Sellers agree to be responsible for the damages and/or expenses incurred instead of the Purchaser. Governing Law The laws of the Republic of Maldives. Dispute Resolution []

2.2. Resort Sale and Purchase Agreement

Seller DMS Property Investment Private Limited Buyer Dusit Maldives Investment Private Limited (“DMS2”) Assets to be Dusit Thani Maldives hotel, located on Mudhdhoo Island in Baa Atoll, the Republic of Purchased Maldives (the “Hotel Project”) which consist of the following:  Leasehold right in the land which the Hotel Project is situated, under the following agreements: (1) Amended and Re-Stated Agreement for the Lease of the Island of Mudhdhoo in Baa Atoll for the Development of a 200-Bed Resort between the Government of the Republic of Maldives (represented by the Ministry of Tourism, Arts and Culture) and Coastline Hotels and Resorts Private Limited dated 21 March 2011 (As amended); and (2) Deed of Assignment of the Island of Mudhdhoo in Baa Atoll between Coastline Hotels and Resorts Private Limited and DMS Property Investment Private Limited dated 6 September 2011 (collectively referred to as the “Head Lease Agreement”)  All buildings, constructions including but not limited to 95 luxurious villas built on the land pursuant to the Head Lease Agreement which is where the Hotel Project is situated. This shall include the pool, various systems, fixed assets, facilities and component parts of such buildings as well as any other immovable properties owned the Seller and used in the operation of the Hotel Project.  All assets including the furniture, tools and equipment necessary and suitable for the operation of the Hotel Project such as beds, closets, storages, sanitary, electronic appliances that are recorded in the accounting book as of the date to be specified by the Parties.  All claims and liabilities that are recorded in the accounting book as of the date to be specified by the Parties as well as current assets and current liabilities used in the operation of the Hotel Project.  Agreements with third parties, letters of permission, licenses which are necessary and suitable for the operation of the Hotel Project.  Staffs who are the employees of the Seller in the operation of the Hotel Project. Purchase Price USD [•] Million excluding tax, registration fees, as well as other relevant fees and expenses. In this regard, on the Transfer Date (which will be defined below), if it appears that DMS2 has any current assets, current liabilities and liabilities, the Parties agree to add or deduct the amount of such current assets, current liabilities and liabilities from the purchase price as aforementioned except otherwise agreed by the Parties.

Conditions 1. Conditions for the Issuance and Offering of Capital Increased Trust Units of DREIT Precedent 1.1. The Office of the Security and Exchange Commission has granted the approval for Dusit Thani Freehold and Leasehold Real Estate Investment Trust (“DREIT”) to increase its capital and offer the trust units to the public. 1.2. There has been an issuance and offering of trust units to the public and the fund raised from such issuance and offering has been deposited into DREIT’s bank

Appendix 2 Page 12 account. 1.3. The Parties to the Trust Deed of DREIT has entered into an amendment of such agreement and other transaction agreements related to DREIT. 2. Conditions of the Loan Agreements 2.1. DREIT has entered into loan agreement(s) with minimum credit facility for DREIT on the date of the sale and purchase of the sssets to be purchased. 2.2. All actions in accordance with the conditions precedent in the loan agreement has been performed or there has been a waiver to some or all of such conditions under the loan agreement. 3. Other Conditions 3.1. Dusit Maldives Management Private Limited (“DMS3”) has duly entered into the agreement for sublease of land and lease of assets and the agreement for sale and purchase of hotel operating assets used in the operation of the Hotel Project with DMS2 and such agreements are still enforceable without any amendments and DMS3 and DMS2 have received the consent and approval necessary for such transaction in accordance with the laws of the Republic of Maldives. 3.2. Dusit Thai Properties Public Company Limited (“DTPP”) and MBK Hotels and Resort Company Limited (“MBK”) has duly entered into the share sale and purchase agreement of all shares in the Buyer with DREIT and such agreement is still enforceable without any amendments and DTPP, MBK and DREIT have received the consent and approval necessary for such transaction in accordance with the laws of the Republic of Maldives. 3.3. The Parties have received the consent and approval necessary for the transaction of sale and purchase of the business as specified in this agreement under the laws of the Republic of Maldives. 3.4. The Parties, DTPP, MBK and DMS3 validly received the approval from the shareholders’ meeting and/or the board of directors’ meeting in accordance to the relevant laws, in order to negotiate, enter into, amend and perform in accordance with this agreement and related documents as well as there is no objection from any persons which includes the interested parties of each party, the shareholders and/or creditors related to the sale and purchase of business, the performance under 3.1 and/or 3.2, who has the right under the law that will cause the Parties, DTPP, MBK and DMS3 to not be able to perform in accordance with this agreement and any other relevant documents and there exists no restriction under the law for the sale and purchase of the business, the performance under 3.2 and/or 3.2 and the performance under this agreement and/or any other relevant documents. 3.5. The representations given under this agreement are true and complete in all material aspects. 3.6. The articles of association of Dusit Management Company Limited has been amended in order to accommodate the incorporation of DMS3, the contents of which are specified by DREIT and such amended articles of association has been registered with the relevant authority in accordance with the law. 3.7. No material adverse effect has occurred to the Assets to be Purchased or to the compliance with this agreement. 3.8. The Assets to be Purchased do not have any damages and/or defects which are material and will cause the Assets to be Purchased to be useless to the operation of Hotel Project. 3.9. The Seller has obtained the consent from any persons for the transfer and the Buyer or persons determined by the Buyer has received the transfer of rights and duties by entering into novation agreements in relation to the agreements made with third parties which are necessary and suitable for the operation of the Hotel Project for the Buyer. 3.10. The relevant government authority has approved the transfer of licenses or any documents which are necessary for the operation of the Hotel Project to the Buyer or any persons determined by the Buyer. 3.11. Other conditions to be further specified by the Parties. The Transfer of the  When the conditions precedent as specified in this agreement has been fulfilled in all Assets to be material aspects (except where the Buyer agrees to grant a waiver in writing), both Purchased Parties agree to deliver the possession of the Assets to be Purchased, proceed to register the transfer of the Assets to be Purchased with the relevant authority (if necessary), and proceed any acts as prescribed under the laws of the Republic of

Appendix 2 Page 13 Maldives within 60 days from the closing date of the offering of trust units of DREIT for the capital increase (the “Transfer Date”).  On the Transfer Date, the Seller agrees to transfer the leasehold and/or ownership in the Assets to be Purchased to the Buyer without any right of retention, mortgages, claims or other encumbrances where the ownership and other benefits in the Assets to be Purchased shall be transferred to the Buyer immediately.  Subject to the terms and conditions of this agreement, the Buyer agrees to pay the purchase price of the Assets to be Purchased pursuant to the conditions of this agreement to the Seller within the period to be agreed upon by the Parties after the Transfer Date by way of direct transfer to the bank account of the Seller (to be notified by the Seller in advance at least 10 business days prior to the Transfer Date) or by cheques or by other details and methods to be agreed upon in advance by the Parties prior to the Transfer Date. Material Terms  The Buyer agrees to be responsible for the existing obligations and liabilities in relation or in connection with the Assets to be Purchased or those which has occurred until the day before the Transfer Date including but limited to taxes in relation to the usage of the Assets to be Purchased and other liabilities in connection to the Assets to be Purchased occurred from the compliance with the relevant laws and regulations.  Subject to the laws of the Republic of Maldives, the Parties must cooperate to contact, notify, and obtain the approvals from the authorities related to the compliance with this agreement including signing other relevant documents.  The Seller shall use its best effort to provide to each and every employee with notice of the transfer of the business of the hotel to the Buyer or the persons determined by the Buyer under this agreement and agrees to be responsible for the payment of severance pay and compensation for the termination of employment as specified by the law in case the employees did not give consent in order to be transferred and become the employees of the Buyer. Representations and Under this agreement, the Buyer shall be provided with representations and warranties Warranties with respect to all Assets to be Purchased including but not limited to representations and warranties as follows:  The Seller has the ownership, possession rights and/or leasehold rights in the Assets to be Purchased and that the Assets to be Purchased is free from any encumbrances, servitudes, mortgages, eviction, claims from third parties, defects or any other obligations other than the registration of security with the bank (if any).  The Seller owns the licenses, certificates, letters of permission and has obtained the approvals from the relevant government authority and supervisory authority which are necessary for being the owner, letting or conducting any acts in relation to the Assets to be Purchased and the Seller has not been served with a notice regarding any acts for the revocation or changes or non-compliance with such licenses, certificates, letters of permission and the approval, in which case if the verdicts or decisions were not made in the favor of the Seller, it will cause significant negative impacts and the Seller has duly comply with and will duly comply with the conditions as prescribed in the licenses, certificates, letters of permission and such approval.  The Assets to be Purchased (1) are in accordance to material laws, rules and regulations enforced to the assets of Hotel Projects in the Republic of Maldives (including but not limited to the laws and regulations regarding to the city planning, building control, health, safety and the entrance and exit of the assets) (“Laws Related to the Assets”) and (2) is not under the judicial process (for both cases where the copy of indictment is received and not yet received), expropriation, the change of city planning or any other similar process which will affect the operation of business in the leased land and the assets of the Hotel Project, the size, the usage, the construction and development as well as the entrance and exit except in case where it does not cause significant negative impacts. Taxes and Expenses The Seller agrees to be responsible for the expenses arising in connection with the compliance with the terms and conditions of this agreement and/or other relevant agreements such as the preparation of the agreements, legal fees, and expenses in connection to the due diligence. In this regard, each Party will be responsible for the taxes arising for its own account that are levied by the authority or enforced in relation to the entering into this agreement. Event of Default Either of the following cases constitutes the event of default which will grant the right to either Party to terminate this agreement and/or the right to claim for damages from the other Party:

Appendix 2 Page 14 1. Event of Default by the fault of the Seller The Seller violates or fails to comply with the significant terms as prescribed in this agreement or breach the material representations given under this agreement and is not able to remedy and perform in accordance with this agreement within 60 days from the date where a notice is served or when the event of default is known or within any period that may be agreed upon by the Parties except for the case of force majeure. In case where the transfer of the Assets to be Purchased cannot be executed due to the fault of the Seller, it shall be deemed as an event of default under this agreement immediately, except for the case of force majeure or except for the case where the Buyer fails to comply with the terms or conditions as prescribed in this agreement. 2. Event of Default by the fault of the Buyer The Buyer violates or fails to comply with the significant terms as prescribed in this agreement or breach the material representations given under this agreement and is not able to remedy and perform in accordance with this agreement within 60 days from the date where a notice is served or when the event of default is known or within any period that may be agreed upon by the Parties except for the case of force majeure. In case where the transfer of the Assets to be Purchased cannot be executed due to the fault of the Buyer, it shall be deemed as an event of default under this agreement immediately, except for the case of force majeure or except for the case where the Seller fails to comply with the terms or conditions as prescribed in this agreement. Termination and  The Buyer is entitled to terminate this agreement by a written notice given to the Claim for Seller or proceed a legal action for the compliance of this agreement and/or claim for Compensation damages from the Seller where there is an event of default by the fault of the Seller.  The Seller is entitled to terminate this agreement by a written notice given to the Buyer or proceed a legal action for the compliance of this agreement and/or claim for damages from the Buyer where there is an event of default by the fault of the Buyer.  This agreement shall be terminated immediately in the following cases, whereby each Party shall not have the right to claim for damages, expenses or money or other benefits from the other Party except otherwise agreed by the Parties: (1) In case where the Assets to be Purchased could not be transferred within the prescribed period due to force majeure or other reasons which was not caused by the fault of either Parties and the Parties agree to terminate this agreement; (2) In case where the Parties mutually and voluntarily agree to terminate this agreement.

2.3. Deed of Assignment of the Island of Mudhdhoo in Baa Atoll between DMS Property Investment Private Limited and Dusit Investment Company Limited dated [•]

Assignor DMS Property Investment Private Limited Assignee Dusit Maldives Investment Private Limited Material Terms  The Assignor had on [•] transferred and assigned the lease of the island of Mudhdhoo in Baa Atoll (the “Island”) the Assignor holds from the Ministry of Tourism, Arts and Culture (“Government”), to the Assignee by virtue of the Resort Sale and Purchase Agreement.  By the virtue of this agreement, the Assignor agrees to assign all and whatsoever rights, interest, powers, functions, and privileges held by the Assignor under the (1) Amended and Re-Stated Agreement for the Lease of the Island of Mudhdhoo in Baa Atoll for the Development of a 200-Bed Resort between the Government of the Republic of Maldives (represented by the Ministry of Tourism, Arts and Culture) and Coastline Hotels and Resorts Private Limited dated 21 March 2011 (As amended) and (2) Deed of Assignment of the Island of Mudhdhoo in Baa Atoll between Coastline Hotels and Resorts Private Limited and DMS Property Investment Private Limited dated 6 September 2011 (the “Head Lease Agreement”) and the Assignee hereby accepts the assignment of transfer and setting over of all interests, powers, duties and obligations conferred and imposed now and in the future on the Assignor under the Head Lease Agreement and agrees to perform all the remaining and

Appendix 2 Page 15 executory obligations of the Assignor in place of the original Lessee under such Head Lease Agreement.  The Assignor covenants that: (1) At the time of this assignment, the demised Island and/or all the parts thereof are free from all encumbrances, claims or charges of whatsoever nature. (2) There are no payment outstanding to the local or other Government Authorities by way of rate and taxes and other charges whatsoever. (3) There are no outstanding rents and/or fines payable to the Government up to date under the Head Lease Agreement or in connection with the Island and the Assignor hold harmless and indemnifies the Assignee against all liabilities, penalties and legal actions instituted or effected against the Assignee in that regard.  The Assignee agrees to assume all responsibilities, liabilities, claims and charges and/or taxes, if any, from the date of this Deed of Assignment whatsoever, on or under the Assignee arising in connection with the demised Island and/or under the Lease Agreement.

2.4. Draft Agreement for Sale and Purchase of Hotel Operating Assets

Seller Dusit Maldives Investment Private Limited Buyer Dusit Maldives Management Private Limited Assets to be  Current assets which are necessary and suitable for the operation of the Dusit Thani Purchased Maldives hotel project located on Mudhdhoo Island, in Baa Atoll, the Republic of Maldives (the “Hotel Project”), the details of which are as specified in the agreement.  All claims and liabilities that are recorded in the accounting book as of the date to be specified by the Parties.  Agreements with third parties, letter of permission, licenses which are necessary and suitable for the operation of the Hotel Project.  Staffs who are the employees of the Seller in the operation of the Hotel Project. Purchase Equivalent to the difference between the value of the current assets and current liabilities Price as referred to in the Resort Sale and Purchase Agreement, excluding tax, registration fees, as well as other relevant fees and expenses Conditions 1. The Buyer has duly entered into the agreement of sublease of land and lease of Precedent assets used in the operation of the Hotel Project with the Seller (the “Sublease Agreement”) and such Sublease Agreement is still enforceable without any amendments and the Parties have received the consent and approval necessary for such transaction in accordance with the laws of the Republic of Maldives. 2. The Parties have received the consent and approval necessary for the transaction of sale and purchase of the Assets to be Purchased as specified in this agreement under the laws of the Republic of Maldives 3. The Parties validly received the approval from the shareholders’ meeting and/or the board of directors’ meeting in accordance to the relevant law, in order to negotiate, enter into, amend and to perform in accordance with this agreement and related documents. 4. The representations given under this agreement are true and complete in all material aspects. 5. No material adverse effect has occurred to the Assets to be Purchased or to the compliance with this agreement. 6. The Seller has obtained the consent from any persons for the transfer and the Buyer has received the transfer of rights and duties by entering into Novation Agreements in relation to the agreements made with third parties which are necessary and suitable for the operation of the Hotel Project for the Buyer. 7. The relevant government authority has approved the transfer of licenses or any documents which are necessary for the operation of the Hotel Project to the Buyer. 8. Other conditions to be further specified by the Parties. The Transfer of  When the conditions precedent as specified in this agreement has been fulfilled in all Assets to be material aspects (except agreed otherwise), both Parties agree to deliver the Purchased possession of the Assets to be Purchased, proceed to register the transfer of the Assets to be Purchased with the relevant authority (if necessary), and proceed any

Appendix 2 Page 16 acts as prescribed under the laws of the Republic of Maldives within the date of the receipt of consent and approvals which are necessary for the sublease of the land and the lease of the assets in accordance with the Sublease Agreement under the laws of the Republic of Maldives or within other period as may be agreed upon by the Parties (the “Transfer Date”).  On the Transfer Date, the Seller agrees to transfer the Assets to be Purchased to the Buyer without any right of retention, mortgages, claims or other encumbrances where the ownership and other benefits in the Assets to be Purchased shall be transferred to the Buyer immediately.  Unless the agreement specifically specifies otherwise, the transfer and the delivery of the Assets to be Purchased under this agreement shall be made on an “AS IS, WHERE IS” basis as at the Transfer Date and only to the extent that they are transferred to the Seller in accordance with the Resort Sale and Purchase Agreement without recourse against the Seller.  Subject to the terms and condition of this agreement, the Buyer agrees to pay the purchase price of the Assets to be Purchased in accordance with the conditions of this agreement to the Seller within the Transfer Date by way of direct transfer to the bank account of the Seller (to be notified by the Seller in advance at least 10 business days prior to the Transfer Date) or by cheques or by other details and methods to be agreed upon in advance by the Parties prior to the Transfer Date. Material Terms  Subject to the laws of the Republic of Maldives, the Parties must cooperate to contact, notify, and obtain the approvals from the authorities related to the compliance with this agreement including signing other relevant documents.  The Seller shall use its best effort to provide to each and every employee with notice of the transfer of the business of the Hotel Project to the Buyer under this agreement. Tax and Expenses The Seller agrees to bear the expenses arising in connection with the compliance with the terms and conditions of this agreement and/or other relevant agreements such as the preparation of the agreements, legal fees, and expenses in connection to the due diligence. In this regard, each Party will bear the taxes arising for its own account that are levied by the authority or enforced in relation to the entering intothis agreement. Event of Default Either of the following cases constitutes the event of default which will grant the right to either Party to terminate this agreement and/or the right to claim for damages from the other Party: 1. Event of Default by the fault of the Seller The Seller violates or fails to comply with the significant terms as prescribed in this agreement or breach the material representations given under this agreement and is not able to remedy and perform in accordance with this agreement within 60 days from the date where a notice is served or when the event of default is known or within any period that may be agreed upon by the Parties except for the case of force Majeure. In case where the transfer of the Assets to be Purchased cannot be executed due to the fault of the Seller, it shall be deemed as an event of default under this agreement immediately, except for the case of force Majeure or except for the case where the Buyer fails to comply with the terms or conditions as prescribed in this agreement. 2. Event of Default by the fault of the Buyer The Buyer violates or fails to comply with the significant terms as prescribed in this agreement or breach the material epresentations given under this agreement and is not able to remedy and perform in accordance with this agreement within 60 days from the date where a notice is served or when the event of default is known or within any period that may be agreed upon by the Parties except for the case of force majeure. In case where the transfer of the Assets to be Purchased cannot be executed due to the fault of the Buyer, it shall be deemed as an event of default under this agreement immediately, except for the case of force majeure or except for the case where the Seller fails to comply with the terms or conditions as prescribed in this agreement. Termination and  The Buyer is entitled to terminate this agreement by a written notice given to the Claim of Seller or proceed a legal action for the compliance of this agreement and/or claim for Compensation damages from the Seller where there is an event of default by the fault of the Seller.  The Seller is entitled to terminate this agreement by a written notice given to the Buyer or proceed a legal action for the compliance of this agreement and/or claim for damages from the Buyer where there is an event of default by the fault of the Buyer.  This agreement shall be terminated immediately in the following cases, whereby each

Appendix 2 Page 17 Party shall not have the right to claim for damages, expenses or money or other benefits from the other Party except otherwise agreed by the Parties: (1) In case where the Assets to be Purchased could not be transferred within the prescribed period due to force majeure or other reasons which was not caused by the fault of either Parties and the Parties agree to terminate this agreement; (2) In case where the Parties mutually and voluntarily agree to terminate this agreement.

2.5. Draft of Undertaking Agreement (for the Additional Investment Assets No. 1)

Parties Krungthai Asset Management Public Company Limited as the trustee acting on behalf of Dusit Thani Freehold and Leasehold Real Estate Investment Trust (“DREIT”) Dusit Thani Public Company Limited (“Dusit Thani”) as the shareholder of Dusit Management Company Limited (“Dusit Management”) in the proportion of 99.99 percent, whereby Dusit Management and/or the subsidiary of Dusit Management are/is the sub-lessee and lessee of DREIT’s assets for the Dusit Thani Maldives hotel project which is located in Mudhdhoo Island, in Baa Atoll, the Republic of Maldives. (the “Hotel Project”) Shareholding During the term that Dusit Management and/or the subsidiary of Dusit Management and maintaining are/is the sub-lessee and lessee of the Hotel Project, Dusit Thani agrees to maintain its its shareholding in shareholding in Dusit Management in the proportion of not less than 99.99 percent of all Dusit Management shares in Dusit Management by holding by itself or through the subsidiary of Dusit Thani and will proceed in order for Dusit Management to maintain its shareholding in the subsidiary of Dusit Management, who is the sub-lessee and lessee of the Hotel Project, in the proportion of not less than 99.99 percent of all shares in the subsidiary as aforementioned. Dusit Thani shall not sell, dispose, transfer or create any obligations in such shares, in whole or in part, or proceed with any other actions which will cause the shares of Dusit Management and/or cause the power of management of Dusit Management to be given to other persons as well as to proceed in order to prevent Dusit Management to proceed with the actions as aforementioned to the shares of the subsidiary of Dusit Management, who is the sub-lessee and lessee of the Hotel Project, without obtaining prior written consent from DREIT. In this regard, Dusit Thani shall notify DREIT in form of a written notice to DREIT prior to such proceedings. Maintaining the During the period where Dusit Management and/or the subsidiary of Dusit Management proportion of are/is the sub-lessee and lessee of the Hotel Project, Dusit Thani shall proceed in order shareholders in for Dusit Management to maintain the proportion of shareholders as appeared in the Dusit Management quarterly financial statements which are prepared by the sub-lessee and lessee of the Hotel Project and/or reviewed and/or audited by the auditors in the amount of not less than Baht 4,000,000. Maintaining the During the period where Dusit Management and/or the subsidiary of Dusit Management Debt to Equity Ratio are/is the sub-lessee and lessee of the Hotel Project, Dusit Thani shall proceed in order for Dusit Management and/or the subsidiary of Dusit Management to not incur any debts and/or obligations unless it is the incurrence of debt for the operation of the Hotel Project whereby the sub-lessee and lessee agrees to maintain the debt to equity ratio at 2.5 to 1, calculated only with the debt from the loans from financial institution and will consider such ratio by referring to the financial statements of Dusit Management. Future Investment  Unless the parties agreed otherwise, during 15 years from the date that DREIT and Right of First invests in the Hotel Project, Dusit Thani and any person that Dusit Thani has direct or Refusal in the indirect control over shall not operate in hotel business (as defined in the Hotel Act Investment of Other B.E. 2547 (and as amended)) whether by holding the ownership of or holding the Assets possessory right in and/or by providing management services to the hotel business located within 10 kilometers from the location of the Hotel Project (as the case may be) in the manner which directly compete with the Hotel Project (as the case may be) whereby the brand using for such hotel business is similar to the brand of the Hotel Project unless prior written consent from DREIT is obtained.  During 5 years from the date that DREIT invests in the Hotel Project, in case where Dusit Thani desires to sell or let the hotels or resorts of Dusit Thani or the affiliate companies which are located in Thailand to any other Real Estate Investment Trusts, Dusit Thani agrees to grant DREIT the right of first refusal to invest in such assets before other Real Estate Investment Trusts, whereby Dusit Thani shall notify DREIT of the offer and DREIT shall notify its acceptance or declination within 120 days. In the event that DREIT has declined the investment or did not notify its intention to

Appendix 2 Page 18 invest in such assets within the specified period of time regardless of whatever reasons, Dusit Thani will be able to sell, dispose, transfer or let such assets to other Real Estate Investment Trusts. However, the material in terms and conditions offered to other Real Estate Investment Trusts shall be different from or better than the offer that Dusit Thani has offered to DREIT. If DREIT has notified its intention to invest in such assets, the Parties shall cooperate to proceed in order to further obtain an approval from the Office of the Securities and Exchange Commission and/or trust unitholders and/or the relevant authorities. Proceedings relating (1) Dusit Thani agrees to proceed follows : to the Licenses and a) Rendering assistance and any proceedings in order for Dusit Management and/or Any Acts to Operate the subsidiary of Dusit Management to obtain licenses relating to the operation in the Hotel Project in the Hotel Project and to take any actions to maintain such licenses to be effective case where Dusit during the term that Dusit Management and/or the subsidiary of Dusit Management Management and/or are/is the sub-lessee and lessee of the Hotel Project so that Dusit Management the Subsidiary of and/or the subsidiary of Dusit Management will be able to operate the Hotel Project Dusit Management legally and fully; and are/is the Sub-lessee and Lessee of the b) Proceed with any actions in order for Dusit Management and/or the subsidiary of Hotel Project Dusit Management to comply with laws and regulations of government agencies as well as to strictly comply with the obligations as prescribed in the agreement for sublease and lease of the Hotel Project agreement, hotel management agreement of the Hotel Project and any other agreements relating to operation of the Hotel Project. (2) Where the agreement for the sub-lease and lease of the Hotel Project is terminated regardless of whatever reasons, Dusit Thani agrees to proceed with any actions in order for Dusit Management and/or the subsidiary of Dusit Management to deliver, act, cooperate, as well as to proceed any acts as per the request of DREIT for such purposes so that DREIT will be able to continue to operate the Hotel Project and also including the proceedings as per the request of DREIT as follows: a) Proceed to transfer the hotel operating license and any other licenses relating to the Hotel Project to DREIT or persons determined by DREIT and/or the new lessee; and/or b) Submit a request to cancel and/or return the hotel operating license issued to Dusit Management and/or the subsidiary of Dusit Management to relevant authorities in case of necessity, so that DREIT or the persons determined by DREIT will be able to submit an application for the request of the hotel operating license and any other licenses relating to the operation of Hotel Project; and/or c) Use its best effort to assist DREIT or persons determined by DREIT to obtain the hotel operating license and any other licenses relating to the operation of the Hotel Project in the name of DREIT or persons assigned by DREIT; and/or d) Proceed in order for DREIT or persons determined by DREIT to be the contracting party of the hotel management agreement of the Hotel Project and/or agreements in connection with the hotel management agreement of the Hotel Project agreement; and/or e) Proceed to transfer the rights and duties under various agreements relating to the management of the Hotel Project that Dusit Management and/or the subsidiary of Dusit Management have with customers or commercial partners of the Hotel Project including to the rental deposit and advance rental fee or any money obtained from such customers or commercial partners to DREIT and or the person determined by DREIT and also arrange for the customers or commercial partners to voluntarily give consent to such transfer of rights and duties as aforementioned or proceed to assist DREIT in the entering into related agreements newly drafted with the customers or commercial partners of the hotel in case where customers of the hotel do not agree to transfer rights and duties as aforementioned; and/or f) Proceed to terminate all the related employment agreement of the employees of the Hotel Project unless DREIT has given a written consent not to proceed such act. In this regard, Dusit Thani will be the person responsible for and/or agrees to proceed in order for Dusit Management and/or the subsidiary of Dusit Management to be responsible for the expenses relating to the termination of the employees of the Hotel Project as aforementioned (if any). In addition, in case where Dusit Management and/or the subsidiary of Dusit Management do/does not comply with (f), Dusit Thani agrees to be responsible for and jointly compensate the damages with and on the behalf of Dusit Management and/or the subsidiary of Dusit Management to DREIT for any damages that DREIT has suffered including but not limited to the expenses relating to the termination of employees of the Hotel Project as aforementioned

Appendix 2 Page 19 Assignment  During the term of this agreement, Dusit Thani shall not transfer its right and/or duties under this agreement to any other person without obtaining a prior written consent from DREIT.  During the term of this agreement, DREIT shall not transfer its right and/or duties under this agreement to any other person without obtaining a prior written consent from Dusit Thani, except for the cases as follows: (1) In the case where DREIT shall comply with laws, orders, or regulations of the Office of the Securities and Exchange Commission or relevant government agencies; (2) In the case where Dusit Thani, Dusit Management and/or the subsidiary of Dusit Management violate or fail to comply with the agreement as prescribed under the agreement relating to the investment in the Hotel Project. Undertaking to During the period that Dusit Management and/or the subsidiary of Dusit Management provide the Financial are/is the sub-lessee and lessee of the Hotel Project under the agreement for sub-lease Support and lease of the Hotel Project, Dusit Thani agrees to provide financial support as well as to reserve money in order to support expenses incurred in the event where Dusit Management and/or the subsidiary of Dusit Management lack of financial liquidity or there are insufficient funds for the expenses incurred in the operation of the Hotel Project in order for Dusit Management and/or the subsidiary of Dusit Management to be able to operate the Hotel Project in accordance with the purposes and the highest benefits as Dusit Management and/or the subsidiary of Dusit Management has agreed with DREIT. In this regard, Dusit Thani agrees that any amount of loan or financial support contributed to Dusit Management and/or the subsidiary of Dusit Management will be deemed as subordinated debt, in which Dusit Thani shall be entitled to the repayment only if Dusit Management and/or the subsidiary of Dusit Management has paid all debts to DREIT and/or other creditors and during the term of the agreement for the sub-lease and lease of the assets of the Hotel Project, Dusit Thani agrees not to demand Dusit Management and/or the subsidiary of Dusit Management to repay such debts either in whole or in part unless a written consent from DREIT is obtained or unless Dusit Management and/or the subsidiary of Dusit Management have/has sufficient cash flow to continuously use in the operation of the Hotel Project so that Dusit Management and/or the subsidiary of Dusit Management are/is able to use such money to smoothly operate the Hotel Project.

Appendix 2 Page 20 3. Summary of Draft Agreements regarding the Procurement of Benefits

3.1. Draft Agreement for Sublease of Land and Lease of Assets (Dusit Thani Maldives Hotel (the “Hotel”))

Parties Dusit Maldives Investment Private Limited (the “Lessor”), a company in which Dusit Thani Freehold and Leasehold Real Estate Investment Trust (“DREIT”) will invest indirectly by means of purchase of shares and provision of shareholder loan. Dusit Maldives Management Private Limited (the “Lessee”). Leased Properties 1. The island of Mudhdhoo in Baa Atoll in the Republic of Maldives where Dusit Thani Maldives Hotel is located, of which the Lessor has been granted with the leasehold right by the Government of the Republic of Maldives, with the total area of approximately 166 rai 2 ngan 60 square wah, including the component parts of the island, pursuant to the agreements as follows: (1) The Amended and Re-Stated Agreement for the Lease of the Island of Mudhdhoo in Baa Atoll for the Development of a 200-Bed Resort between the Government of the Republic of Maldives (represented by the Ministry of Tourism, Arts and Culture) and Coastline Hotels and Resorts Private Limited dated 21 March 2011 (as amended); (2) The Deed of Assignment of the Island of Mudhdhoo in Baa Atoll between Coastline Hotels and Resorts Private Limited and DMS Property Investment Private Limited dated 6 September 2011; and (3) The Deed of Assignment of the Island of Mudhdhoo in Baa Atoll between DMS Investment Property Private Limited and Dusit Maldives Investment Private Limited dated [•], (collectively referred to as the “Head Lease Agreement”), the details of which are as provided in the attachment of this Agreement (the “Subleased Land”). 2. Any buildings and constructions constructed on the Subleased Land which are in the ownership of the Lessor, including but not limited to, 95 villas together with utility systems, working systems, and facilities which are the component parts of the leased buildings, the details of which are as provided in the attachment of this Agreement (the “Leased Buildings”). 3. Furniture, tools, facility equipment, and other related properties used in the business operation of Dusit Thani Maldives Hotel, such as, beds, wardrobes, cupboards, sanitary wares, electrical appliances and etc., the details of which are as provided in the attachment of this Agreement (the “Leased Furniture and Equipment”). Lease Term The lease term shall be 21 years which shall commence from the date of which the Lessor shall notify the Lessee. Right to Renew the Not less than 3 years prior to the expiration date of the lease term of this Agreement, Lease Term of the where the Lessor wishes to lease the Leased Properties in whole or in part to any Leased Properties of person, the Lessor shall procure the Lessee to have the first right to consider the renewal the Lessee of the lease term of the Leased Properties, provided that the Lessor shall notify the Lessee in writing (the “Notification Letter”). Upon the Lessee’s receipt of the Notification Letter from the Lessor, the Lessee shall express its intention to renew the lease term of the Leased Properties or refuse to renew the lease term of the Leased Properties to the Lessor in writing within 120 days from the date of the Lessee’s receipt of the Notification Letter, whereby: (1) if the Lessee refuses the renewal of the lease term of the Leased Properties or fails to notify the Lessor in writing of its intention to renew the lease term of the Leased Properties within 120 days from the date of the Lessee’s receipt of the Notification Letter, the Lessor shall be entitled to sublease the Leased Properties to other person; (2) if the Lessee wishes to renew the lease term of the Leased Properties, the Lessee shall notify the Lessor in writing of its intention to renew the lease term of the Leased Properties within 120 days from the date of the Lessee’s receipt of the Notification Letter. The Lessee shall specify the details on the proposal to renew the lease term of the Leased Properties, including lease rent or any consideration, and lease rent payment conditions into the letter (the “Letter of Acceptance from the Lessee”). In this regard, the Lessor shall consider the terms and conditions on the lease of the Leased Properties proposed by the Lessee in the Letter of Acceptance from the Lessee. The Lessor may consider comparing such terms and conditions against the terms and conditions on the lease of the Leased Properties proposed by the other person to the

Appendix 2 Page 21 Lessor at that time. In this regard, in the case where the terms and conditions on the lease of the Leased Properties proposed by the Lessee is not less favourable than the terms and conditions on the lease of the Leased Properties proposed by the other person to the Lessor at that time, the Lessor shall not be entitled to reject the Lessee’s right to renew the lease term of the Leased Properties. The parties acknowledge and are aware that the renewal of the lease term of the Leased Properties shall be subject the approval of DREIT’s trust unitholders’ meeting and/or the related authorities. Lease Rent The lease rent shall be at the rate and have the calculation method as specified in the filing form for the offer of trust units. The initial fixed lease rent shall be reviewed every 3 years. In the case of an inconsistency between the calculation of variable lease rent as specified in this Agreement by the Hotel manager and by the Lessee, reference to the lease rent from the financial statements which have been audited or reviewed by the auditor shall prevail. Obligations of The material obligations of the Lessee under this Agreement shall be as follows: the Lessee (1) The Lessee shall use the Leased Properties in accordance with the objectives of the lease as specified in this Agreement and shall not operate any business that is in violation of the law in the Leased Properties; (2) The Lessee shall procure that a Hotel manager whose qualifications meet international hotel management standards is engaged to operate business of the Hotel in accordance with the terms and conditions acceptable to the Lessor during the entire lease term hereunder and any extended lease term (if any); (3) The Lessee shall not terminate or amend the Hotel management agreement for the Hotel management (the “Hotel Management Agreement”), whether in whole or in part, without any prior written consent from the Lessor. The Lessee shall immediately notify the Lessor upon the occurrence of event which causes or may cause the Lessee to be unable to manage the Hotel in accordance with the terms and conditions under the Hotel Management Agreement which would lead to a breach and termination of the Hotel Management Agreement; (4) Upon the renewal of the lease term of the Leased Properties pursuant to the conditions under this Agreement, the Lessee shall procure that the approval and/or consent and/or permission from the Ministry of Tourism, Arts and Cultures of the Republic of Maldives and/or any other relevant government agencies be obtained, including to procure to carry out any act in relation to the government agencies of the Republic of Maldives, in order to ensure the validity and effectiveness of the renewed lease term of the Leased Properties. (5) During the entire lease term, the Lessee agrees to prepare and submit the following documents to the Lessor within the prescribed period: (a) certified true copy by the Lessee’s authorised director of a monthly report on the operating result together with the incomes and expenses (Management Account) of the Lessee, within 15 working days from the last day of each month. (b) quarterly balance sheet and profit and loss statements of the Lessee prepared by the Lessee, within 30 days from the closing entry date of each quarter. (c) operating budget, within the end of the first month of the fiscal year. (d) annual statement of cash flow, balance sheet, and profit and loss statements, which shall be prepared by the Lessee within 45 days from the closing entry date of each year and annual financial statements which have been audited for accuracy by the auditor approved by the Lessor, within 60 days from the ending date of fiscal year of each year. (6) The Lessee agrees to submit the operating budget and the capital expenditure budget of the current year within the end of the first month of the fiscal year for the Lessor to consider and approve. (7) The Lessee shall exercise its best effort to maintain the Leased Properties in good condition during the entire lease term. (8) The Lessee shall not commit any act or allow any person to commit any act on the Leased Properties that is in violation of the laws, or hazardous to a person’s health, or the nature of which is repulsive or causes distress or nuisance for others. (9) The Lessee agrees that it shall only operate the Hotel business and related business in accordance with the objectives under this Agreement. (10) The Lessee shall strictly comply with the terms and conditions and any provision of laws which are material to the operation of Hotel business. (11) The Lessee shall take any action in order to obtain any licenses or any documents in

Appendix 2 Page 22 relation to and necessary for the Hotel business operation from the related government agencies and to comply with the material terms and conditions therein and to maintain the licenses which are important to the Hotel business operation during the entire lease term of this Agreement, including to assist with the communication, notification, and request for approval in relation to the compliance with this Agreement. (12) The Lessee shall not create any encumbrance over the Leased Properties. (13) The Lessee shall ensure that Dusit Management Company Limited, as a major shareholder of the Lessee, at all-time maintains its shareholders’ equity appearing in the quarterly financial statements, prepared by Dusit Management Company Limited and/or audited and/or reviewed by the auditor, at minimum of Baht 4,000,000. (14) In any case where this Agreement terminates (except for the case where this Agreement terminates due to an Event of Default by the Lessor), the Lessee shall proceed to terminate all related employment agreements of the Hotel’s personnel, unless the Lessor consents the Lessee in writing otherwise. The Lessee shall be liable for the expenses which relates to the termination of employment agreements of such Hotel’s personnel (if any) and agrees that such expenses shall not be included into the calculation of the lease rent under this Agreement. Conditions of The Lessor shall deliver the Leased Properties to the Lessee in the condition as at the the Leased date of this Agreement and as per any other terms of this Agreement. With respect to the Properties expenses incurred from the Leased Properties, the Lessor shall provide: (a) annual statement for capital expenditure budget on change or adding of the Leased Furniture and Equipment (including other vehicles in relation to the Hotel business operation), as well as on renovation and maintenance of the Leased Furniture and Equipment, in the amount not exceeding 3 percent of the total revenue per annum. (b) budget reserves for the expenses on major renovation and maintenance of the Leased Properties, in the amount not exceeding 5 percent of the total revenue per annum. In any year, if the expenses on major renovation and maintenance of the Leased Properties are less than the budget reserves for the expenses on major renovation and maintenance of the Leased Properties (Renovation Budget) provided by the Lessor in such year in the amount as specified in the previous paragraph (the “Remaining Amount”), the parties agree to accumulate the Remaining Amount into the budget reserves for the expenses on major renovation and maintenance of the Leased Properties (Renovation Budget) provided by the Lessor for the following years until the Remaining Amount has been used up. In this regard, the Lessee may consider the use of such budget reserves for the expenses on major renovation and maintenance of the Leased Properties (Renovation Budget) at its discretion, provided that the Lessee shall notify the Lessor of its plan to use the budget reserves for the expenses on major renovation and maintenance of the Leased Properties (Renovation Budget) with a prior written notice of not less than 90 days to allow the Lessor the time to procure source of fund. If the Lessor is unable to procure the source of fund for the budget reserves for the expenses on major renovation and maintenance of the Leased Properties (Renovation Budget) in the amount of which the Lessee has notified the Lessor pursuant to the previous paragraph and provided that the Lessor has used its best effort in proceeding so, it shall not be deemed as an Event of Default by the Lessor. However, if the Lessor is unable to procure the source of fund for the expenses on major renovation and maintenance of the Leased Properties in the amount of which the Lessee has notified the Lessor pursuant to the previous paragraph for the period of 3 consecutive years and the Lessor has used its best effort in proceeding so and the Lessee is not in breach of any provision under this Agreement, the parties agree to jointly negotiate in good faith to adjust the new rate for the lease rent. If the parties fail to agree on the new lease rent rate, this Agreement shall be deemed to be immediately terminated without constituting an Event of Default by either party. In considering the payment of benefits to the trust unitholders of DREIT, DREIT shall take into account of the expenses of the Lessor as specified above and use its effort to reserve the fund as a part of the expenses liable by the Lessor as specified herein. Nonetheless, in considering the payment of benefits to the trust unitholders of DREIT, DREIT shall comply with the related laws at the first instance. For the purpose of interpretation, the properties including the furniture and equipment occur from the expenses in (a) and (b) above shall belong to the Lessor and be deemed as the Leased Properties under this Agreement.

Appendix 2 Page 23 Insurance (1) The Lessee agrees to arrange the business interruption insurance for the Leased Properties for the entire lease term. The Lessee acknowledges and agrees that, through the entire lease term, the business interruption insurance limit shall not be less than the revenue expected to receive from the Leased Properties deducting the variable expenses, such as, food and beverage costs, dry laundry cost, and etc., for the period of not less than the construction period and/or renovation and maintenance period of the Leased Properties, in the case where the Leased Properties are damaged, for the Leased Properties to continue to be in use in a normal condition. The Lessor shall be specified as the co-insured and the co- beneficiary with the Lessee in such insurance policy. (2) The Lessee agrees to arrange for the public liabilities insurance for the Leased Properties for the entire lease term in the insured amount and the terms and conditions approved by the Lessor. (3) The Lessee shall solely be liable to insurance premiums of the above insurances including other insurances necessary for the Hotel business operation, save for the insurance premiums and the expenses relating to all risk insurance (including insurance for the vehicles use in the Hotel business operation) for the Leased Properties and the political violence insurance to which the Lessor shall be liable. (4) The Lessee agrees to exercise its best effort to cooperate and undertake any act necessary to expedite any claim for compensation from the insurance company. Assignment of (1) During the entire lease term of this Agreement, the Lessee is entitled to assign the the Leasehold Right rights and/or obligations under this Agreement, whether in whole or in part, to a third and Subleasing party, provided that the prior written consent of the Lessor is obtained, subject to the related legal approval of the Republic of Maldives. In the case where the Lessor consents to the assignment of leasehold rights, the Lessee shall ensure that the assignee accepts to be bound by the conditions as specified in this Agreement and the lease term which is assigned to the assignee shall be the remaining lease term of the Lessee under this Agreement. (2) The Lessor agrees that the Lessee shall be entitled to partially sublease the Leased Properties to a third party in accordance with the objective of the lease as specified in this Agreement only, subject to the related legal approval from the Republic of Maldives. Events of Default Events of Default by the Lessee (1) The Lessee violates or fails to comply with any material provision specified in this Agreement or the Hotel Management Agreement, including but not limited to, failure to make lease rent payment or any payment in this Agreement, or breach of material representations given in this Agreement or the Hotel Management Agreement, and the Lessee fails to remedy or comply with the agreement within 30 working days from the date the Event of Default is notified or known to the Lessee or within any period of time as agreed by the parties, save for the force majeure event. (2) The Lessee is in default of payment under the conditions of a loan agreement, guaranteeก obligations and/or debt instruments and/or any financial instrument or any debt, whereby the money debt which is in default is in an aggregate amount of more than Baht 10,000,000, and the Lessee fails to remedy such event within 60 days from the date such event is known or could have known. (3) The Lessee is subject to litigation proceeding or other any event which would cause a material adverse damage to the operation or financial condition of the Lessee, or a material impact to the performance of obligations by the Lessee under this Agreement. (4) Amendment, waiver, or cancellation of any license, certificate, consent letter or benefits granted by the government agencies of the Republic of Maldives, officials, persons or any juristic persons to the Lessee of which the Lessee is required to obtain or use in its primary business operation, which creates material adverse affect to the business operation of Dusit Thani Maldives Hotel. (5) The Lessee is subject to a legal proceeding, or an order of the Republic of Maldives, or any other case which causes a material adverse effect on the Lessee’s ability to perform the obligations under this Agreement. (6) The Lessee is subject to receivership or adjudged bankrupt by the court, or is under the process of dissolution, liquidation, or an application for rehabilitation for the Lessee’s business has been filed with the court or related government agency, or the Lessee is subject to a similar process. (7) The Lessee has initiated legal proceedings or a legal procedure under the law for business dissolution or business rehabilitation or to appoint an official receiver,

Appendix 2 Page 24 planner, plan administrator, custodian or other officers of a similar nature. (8) The Lessee ceases its business operation, whether in whole or in part, such that the Lessee is unable to materially seek benefits from the Leased Properties. (9) A meeting of the Lessee resolves to sell or transfer the business, in whole or in substantial part, to another person or to amalgamate with another person such that the Lessor considers that such act causes a material adverse effect on the Lessee’s ability to pay the lease rent or to perform the obligations under this Agreement, unless the Lessor’s written consent is obtained. (10) Dusit Thani Public Company Limited and/or its subsidiary is in breach of any term or condition as specified in (1) the Resort Sale and Purchase Agreement (Dusit Thani Maldives Hotel) between DMS Property Investment Private Limited and the Lessor dated [•], or (2) the Share Sale and Purchase Agreement between Dusit Thai Properties Public Company Limited, MBK Hotels and Resorts Company Limited, and DREIT dated [•], or (3) the Undertaking Agreement (for the Additional Investment Assets No. 1) between DREIT and Dusit Thani Public Company Limited dated [•], ((1) – (3) collectively referred to as the “Investment Agreements”). Events of default by the Lessor The Lessor violates or fails to perform in compliance with any material provisions in this Agreement or the Head Lease Agreement or the Investment Agreements to which the Lessor or DREIT is a party, or breaches representations given in this Agreement or the Head Lease Agreement or the Investment Agreements, and the Lessor fails to rectify such breach or comply with the agreement within 30 working days from the date such Event of Default is notified or known to the Lessor, or within the period of time as agreed by the parties, except where such failure to perform in compliance with the provisions or conditions as specified under this Agreement is a result of the following events: (a) The Republic of Maldives represented by the Ministry of Tourism, Arts and Cultures, as the party to the Head Lease Agreement, fails to perform in compliance with the provisions specified in the Head Lease Agreement or is in breach of the representations specified in the Head Lease Agreement. (b) A force majeure event. Termination and (1) The Lessor shall be entitled to terminate this Agreement by notifying the Lessee in Claim for Damages writing and/or proceeding with legal proceeding to enforce the Lessee’s performance of this Agreement and/or demand the damages from the Lessee upon the occurrence of any aforementioned Event of default by the Lessee. (2) The Lessee shall be entitled to terminate this Agreement by notifying the Lessor in writing and/or proceeding with legal proceeding to enforce the Lessor’s performance of this Agreement and/or demand the damages from the Lessor upon the occurrence of any aforementioned Event of Default by the Lessor. (3) Upon the following events, this Agreement shall be immediately terminated: (a) The expiration of the lease term of the Leased Properties and the Lessor does not agree to renew the lease term of this Agreement in accordance with the terms and conditions relating to the Right to Renew the Lease Term of the Leased Properties as specified in this Agreement; (b) The parties jointly and voluntarily agree to terminate this Agreement; (c) The Lessor has no right to use the Lease Properties due to the termination of the Head Lease Agreement; or (d) The transfer of shares in the Lessor from the shareholders of the Lessor to DREIT does not occur, or the shareholders of the Lessor exercise their rights to buy the shares back from DREIT in accordance with the provisions in the Share Sale and Purchase Agreement between Dusit Thai Properties Public Company Limited, MBK Hotels and Resorts Company Limited and DREIT dated [•]. Consequences (1) In any case upon the termination of this Agreement, the Lessee shall deliver and of Termination consent the Lessor to immediately possess the Leased Properties. (2) Upon the termination of this Agreement, the parties shall continue to be entitled to claim for any expenses and damages incurred prior to and from the termination of this Agreement, and/or any damages prescribed by the law. (3) Upon the expiration of this Agreement without any renewal of the lease term, the Lessee agrees to deliver, proceed, and/or cooperate, including to proceed any act in order for the Lessor or the person prescribed by the Lessor to continue the operation of Hotel business in accordance with the law and/or as prescribed by other related agencies, without claiming any damages from the Lessor and/or the person prescribed by the Lessor, within the reasonable period of time after receiving a written request from the Lessor.

Appendix 2 Page 25 Interpretation of In the case of inconsistency between this Agreement and the Head Lease Agreement, the Head Lease Agreement shall prevail. The terms and provisions which are void, Lease Agreement invalid, incomplete, or unenforceable under this Agreement due to the conflict with such Head Lease Agreement, shall not affect or impair other terms and provisions that are still valid under this Agreement.

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