กองทุนรวมอสังหาริมทรัพย์เคพีเอ็น KPN Property Fund (KPNPF)
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กองทุนรวมอสังหาริมทรัพย์เคพีเอ็น KPN Property Fund (KPNPF) วันจันทร์ที่ 1 เมษายน 2562 เวลา 14.00 น. – 16.00 น. ณ ห้อง แลนด์มาร์ค บอลรูม โรงแรมเดอะแลนด์มาร์ค กรุงเทพฯ Invitation Letter to the Annual General Meeting of Unitholders of the year 2019 Monday, 1 April 2019, from 2.00 p.m. – 4.00 p.m. at Landmark Ballroom, The Landmark Bangkok Hotel 22 March 2019 Subject: Invitation to the Annual General Meeting of Unitholders of KPN Property Fund (KPNPF) of the year 2019 Attention: The Unitholders of KPN Property Fund (KPNPF) Enclosures: 1. Annual Report for the Year 2018 in the form of compact disk (or download at the website http://www.kasikornasset.com) 2. Procedures for Registration, Attendance of the Meeting and Grant of proxy 3. Proxy forms 4. Profile of the Fund Manager to be a proxy 5. Map of the meeting venue Kasikorn Asset Management Company Limited (the “Management Company”), on behalf of the Management Company of KPN Property Fund (KPNPF) (the “Property Fund”) deemed it appropriate to convene the Annual General Meeting of Unitholders of the year 2019 on 1 April 2019, from 2 p.m. to 4 p.m. (registration starting at 1 p.m.), at the Landmark Ballroom, 7th floor, the Landmark Bangkok Hotel, located at 138 Sukhumvit Road, Khlong Toei Sub-District, Khlong Toei District, Bangkok 10110. At the Annual General Meeting of Unitholders of the year 2019, the unitholders and the proxy shall attend the meeting not less than 25 (twenty five) unitholders, or not less than half of the total numbers of the unitholders who hold an aggregate amount of not less than one third of the total unit sold, thereby constituting a quorum of the Annual General Meeting of Unitholders. The Management Company cordially invites unitholders to attend the Meeting on the date, and at time and place as aforementioned to consider the matters as per the following agendas: Agenda 1 To acknowledge the significant management of the Property Fund and the management guideline in the future The Management Company has considered and deemed it appropriate to propose the Unitholders of Property Fund for the matters to acknowledge, details of which are as follows: 1.1 General information and details of main assets currently invested by the Property Fund General Information Fund Name KPN Property Fund (KPNPF) Registered capital THB 1,800 million (eighteen thousand million) Par value per unit as of the THB 10 (ten) commencement date of investment Par value per unit as of 31 December 2018 THB 10 (ten) Fund Management Company Kasikorn Asset Management Company Limited Trustee Thai Military Bank Public Company Limited KPN Land Co., Ltd. (former name - KPN Property Manager Group Corporation Co., Ltd.) 1 Main assets of Property Fund Building Name KPN Tower Project Utilization 27-storey office building Building Term - 21 years from the date of utilization since December 1998 - Having a major maintenance and renovation of building in the year 2010-2011 Utilization Area 59,839 m2 , comprising of Leased area: 25,978.43 m2 Common area: 33,860.57 m2 Main assets KPN Tower Project 27-storey office building, comprising - Commercial area (shops) - Office area - Storage area - Parking area: 1A-10 and underground U1- U2 floor - Advertisement area (Outside the building) - Utilities * The details of which appear in the Annual Report for the Year 2018 (Section 2 No. 2.4.2) as in the Enclosure 1 1.2 The change and significant development (A) Encumbrances on the immovable properties The enactment of the Royal Decree as to the area of land to be carried out for rapid transit system in Huai Kwang District, Bang Kapi District, Suan Luang District, Saphan Sung District and Min Buri District, Bangkok in the year 2016 for the construction of MRT Orange Line between Thailand Cultural Centre and Min Buri (Suwinthawong) (the “MRT Orange Line”) results in the Property Fund having ongoing encumbrances on immovable properties without fixed period in the year 2018 from the construction of MRT Orange Line, with the total area of 1.4 square wah, whereby Mass Rapid Transit Authority of Thailand (“ MRTA”) has rights to proceed any action as it deems necessary under the surface of the encumbrance area, deep down to 12 (twelve) Meters from the surface of the land. In this regard, the Property Fund shall receive compensation from MRTA. However, the Management Company has considered that such construction has no significant impact on the operation. (B) Significant Legal Disputes The Property Fund has significant legal disputes in the year 2018 with regard to 4 (four) lessees; KPN Chinese Academy Company Limited, KPN Tutoring Co., Ltd., KPN Music Company Limited and Siam Wilson Learning Co., Ltd. which have KPN Academy Co., Ltd. as the major shareholder and the shareholder of KPN Academy Co., Ltd. is also the shareholder in KPN Land Limited, the property manager of the Property Fund. The legal disputes are relating to the nonperformance of such lessees under lease agreements and service agreements. The attorney of the Management Company has sent notice of claim for outstanding rental and service fees on 15 January 2019 and the process of legal proceedings have been carried out with the lessees to further exercise the right of claim under lease agreements and service agreements. 2 1.3 The management guideline of Property Fund in the future (A) Market Strategy - To motivate and to maintain existing lessee from leaving the area by focusing on building the relationships and intimacy from organizing events such as Meet & Eat to meet with lessees, hearing their opinion and building the relationships between property management and lessees, including building the relationships during various festival such as giving the New Year’s presents. - Procuring the lessees by hiring professional in real estates. The Property Fund appointed Jones Lang LaSalle (Thailand) Co., Ltd. (“JLL”), a company with expertise in real estate and international property management, as consultant and for the procurement of lessees from customer database which is the target customers. In this regard, JLL has created public relations channel such as having public relation poster at the side of the building to build creditability and attract the customer to interest in public relations through website of JLL and through other publications. (B) Opportunity for the future growth - MRT Orange Line, which is expected to be completed in 2023, will enable travelling to KPN Tower more convenient. Travel is considered as significant factor affecting the decision of lessees. When MRT Orange Line is completed, Occupancy and rental rates are expected to be increased significantly. The Management Company’s Opinion It is deemed appropriate to propose the Unitholders to acknowledge the details of significant management of the Property Fund and also the management guideline in the future in order to comply with regulations of the Securities and Exchange Commission which specifies the report of the management of Property Fund as aforementioned for the acknowledgment of the Unitholders. Resolution This agenda is for acknowledgement, therefore, there is no casting of votes. Agenda 2 To acknowledge the financial position and operation results of the Property Fund of the accounting period from 1 January 2018 to 31 December 2018 The Management Company has prepared the report of financial position and operation results of the Property Fund for the year 2018 with respect to the accounting period from 1 January 2018 to 31 December 2018, which contains the information as specified by regulations of the Securities and Exchange Commission. The Management Company has prepared for the balance sheet, profit and loss statements as at the end of the fiscal year of the Property Fund (ended as of 31 December of every year) according to generally accounting standards and was audited by a licensed auditors, the details of which appear in the Annual Report for the Year 2018 (Attachment 1 Page 1-4) in the Enclosure 1 which is delivered to the unitholders together with this invitation letter. Management Company’s opinion It is deemed appropriate to propose the Unitholders to acknowledge the financial position and operation results of the Property Fund of the accounting period from 1 January 2018 to 31 December 2018 in order to comply with regulations of the Securities and Exchange Commission which specifies the report of financial position and operation results of the Property Fund of the preceding year for the acknowledgment of the Unitholders 3 Resolution This agenda is for acknowledgement, therefore, there is no casting of votes. Agenda 3 To acknowledge the appointment of the Property Fund’s auditors and the audit fees for the year 2019 The Management Company appointed the auditors of the Property Fund and determined the audit fees for the financial statements in the year 2019, the details of which are as follows: 3.1. The appointment of the auditors The Management Company considered and approved the appointment of the auditors of the Property Fund, who is approved and in compliance with the criteria stipulated by the Securities and Exchange Commission. The Management Company considered the qualification and skill of auditors by taking into account their the professional standards, performance of duties with excellence and the independence of auditors with no relationship with or conflict of interest in a manner that may affect the duty of auditors of the Property Fund. The name of auditors are as follows: Grant Thornton Thailand Co., Ltd. 1. Mr. Somckid Tiatragul Certified Public Account No. 2785 2. Ms. Kanyanat Sriratchatchaval Certified Public Account No. 6549 3. Mr. Teerasak Chuasrisakul Certified Public Account No. 6624 4. Mr. Narin Churamongkol Certified Public Account No. 8593 In this regard, Grant Thornton Co., Ltd. ( Ms. Kanyanat Sriratchatchaval) has been appointed as the auditor for the Property Fund for 2 years (since 2018).