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AWARDS CONTENTS DIRECTORS’ REPORT Message from the Chairman 6 Financial Highlights 4 Board of Directors 8 BUSINESS REVIEW Group History10 Restaurant Business Overview 21 Thailand’s Tourism Industry Overview16 Sustainable Development 26 Hotel Business Overview 17 FINANCIAL STATEMENT Audit Report 36 Report of the Audit Committee30 Financial Statements 37 Notes to the Consolidated Report of the Nomination and Company Financial Statements 47 and Compensation Committee32 Analysis and Explanation of the Financial Status Report of The Enterprise and Operating Result 129 Risk Management Committee33 Nature of Business 144 Report of the Board of Directors’ Revenue Structure 146 Responsibilities for Risk Factors 148 Financial Statements 34 CORPORATE GOVERNANCE Corporate and Management Structure150 Connected Transactions 177 Details of Directors158 General Information of Businesses List of Shareholders164 held by the Company 10% Upward 187 Directors and Management Company’s General Information 192 Remuneration165 Information of Debentures 193 Auditor’s Fee167 Other Reference Firms 194 Good Corporate Governance167 Corporate Management 195 CENTRALC ENTRAA L PLAZA HOTEL PUBLICPUU BLL ICC COMPANYC OMPANY LIMITEDLIMITED 3 DIRECTORS’ REPORT FINANCIAL HIGHLIGHTS DIRECTORS’ REPORT BUSINESS REVIEW FINANCIAL STATEMENTS CORPORATE GOVERNANCE * Detail As Shown In ANALYSIS AND EXPLANATION OF THE FINANCIAL STATUS and OPERATION RESULT SECTION 4 ANNUAL REPORT 2013 DIRECTORS’ REPORT Unit : Baht Million 2013 2012 (Restated) 2011 Consolidated Separated Consolidated Separated Consolidated Separated Operating Results Revenues from sales 16,981.4 2,204.2 14,389.3 1,989.7 11,163.2 1,524.2 Total revenues 17,557.4 3,618.3 15,496.9 3,210.4 11,574.2 2,489.8 Gross profit 9,451.5 1,306.9 7,849.9 1,154.7 6,039.2 841.6 Earnings before interest expenses and income tax 2,335.8 1,438.2 2,436.2 1,162.2 1,259.7 472.3 Net profit (loss) 1,376.6 1,618.9 941.1 699.2 550.4 130.1 BUSINESS REVIEW FINANCIAL STATEMENTS CORPORATE GOVERNANCE Financial Position Total assets 29,211.9 15,927.3 28,149.1 16,414.4 22,202.3 15,851.6 Total liabilities 18,060.1 9,322.0 18,219.6 10,338.2 15,891.6 11,237.0 Interest bearing debts (1) 11,455.0 7,423.5 12,053.6 8,373.3 10,002.9 8,872.3 Shareholders' equity 11,151.8 6,605.3 9,929.4 6,076.2 6,311.1 4,614.6 Retained earnings (2) 4,907.1 3,347.2 3,990.2 2,806.9 2,536.4 2,293.9 Weighted Average Number of ordinary shares (million shares) 1,350 1,350 1,350 1,350 1,350 1,350 Key Financial Ratios Net profit margin (%) (3), (4) 7.9% 36.6% 2.0% 11.4% 5.2% -5.2% Return on assets (%) (4) 4.8% 10.2% 1.1% 4.3% 2.8% 0.8% Return on equity (%) (4) 12.5% 24.5% 3.1% 11.5% 10.0% 3.1% Interest bearing debts / Equity (times) 1.0 1.1 1.2 1.4 1.7 2.1 Total liabilities / Equity (times) 1.6 1.4 1.8 1.7 2.6 2.6 Earnings (loss) per share (Baht) 0.98 0.70 1.18 0.52 0.41 0.10 Dividend per share (Baht) n/a TBA n/a 0.3 n/a 0.15 Book value per share (Baht) 8.26 4.89 7.36 4.50 4.48 3.16 (1) Interest bearing debts in Consolidated and Separated financial statements include loans from related parties. (2) Retained earnings include appropriated retained earnings for legal reserve. (3) Net profit margin in Separated financial statements exclude dividend income, land rental expenses payable to the property fund and loss from guarantee provision. (4) Net profit margin, Return of assets and Return on equity in Consolidated financial statements were excluded extra-ordinary items as follows: FY/2013 - extra-loss from investment in property fund accounted for equity method totaling Baht 12.4 million. FY/2012 - loss from guarantee provision, extra-loss from investment in property fund accounted for equity method and gain from business measuring to fair value of investments totaling Baht 632.0 million. CENTRAL PLAZA HOTEL PUBLIC COMPANY LIMITED 5 DIRECTORS’ REPORT MESSAGE FROM THE CHAIRMAN OF THE BOARD DIRECTORS’ REPORT BUSINESS REVIEW FINANCIAL STATEMENTS CORPORATE GOVERNANCE 6 ANNUAL REPORT 2013 DIRECTORS’ REPORT Dear Shareholders, I am pleased to report to you that 2013 was another very successful year for Central Plaza Hotel Public Company Limited(CENTEL). The company’s hotel division, Centara Hotels and Resorts(CHR), achieved record revenue of over Baht 8 billion, a 27% increase over 2012; whereas the food(restaurants) business under Central Restaurants Group Co., Ltd.(CRG) continued to register close to double-digit growth; with revenue of Baht 9.3 billion. The record revenue of the hotel division was the combined result of higher occupancy rate (at 79.6%) and average room rate of Baht 4,384. The excellent trading results of Centara Ras Fushi Resort and Spa Maldives, the company’s second resort in the Maldives, which opened in March 2013; also contributed to the revenue of the hotel division; as well as fees from managing hotels owned by others --- of which 26 were operating at end of 2013; with the remaining 24 properties under signed management contracts scheduled to open BUSINESS REVIEW FINANCIAL STATEMENTS CORPORATE GOVERNANCE in 2014 and 2015. As for the food(restaurant) business, CRG has further consolidated its position as one of the top restaurant/QSR player in Thailand; with KFC, Mister Donut, Auntie Anne’s and Ootoya leading its stable of 10 international food brands --- including two new Japanese brands Tenya and Katsuya licensed in 2013. I would also like to report that TRIS, the well respected financial rating agency, has upgraded CENTEL’s credit rating from “A-“ to “A” in its latest review of the Company in 2013. Additionally, it is our greatest pride and honour that Central Plaza Hotel Plc was bestowed the Royal Garuda emblem by His Majesty the King, the first hotel company to be so honoured. The Company continues its course of having two main businesses, namely hotels/resorts and food services(restaurants), with each business contributing about half of the total revenue and profit of the Company. This balanced portfolio has enabled the Company to sustain its growth both in times of economic downturn internationally with the consequent adverse impact on the Company’s hotel/resort business; while domestic demand for Company’s restaurants/QSR’s remains high; and vice versa. The Board of Directors have set out the strategy for the hotel division to own and manage (combined) 115 hotels with over 20,000 rooms by 2018, consisting mainly of managed properties; with 40% revenue to be generated outside Thailand. As for the food(restaurant) division, in addition to domestic expansion as well as acquisition of new restaurant brands, CRG is also actively exploring business opportunities in neighbouring countries; in view of the upcoming Asean Economic Community(AEC) at end of 2015. In closing, I would like to extend my sincere thanks to all stakeholders, without whose support we would not have been able to achieve success year after year. (Suthikiati Chirathivat) Chairman of the Board CENTRAL PLAZA HOTEL PUBLIC COMPANY LIMITED 7 DIRECTORS’ REPORT BOARD OF DIRECTORS 1. MR. SUTHIPORN CHIRATHIVAT 2. KHUNYING SUCHITRA MONGKOLKITI 3. MR. VIROJ LOWHAPHANDU 4. MR. GERD KURT STEEB HONORARY ADVISOR HONORARY ADVISOR HONORARY ADVISOR HONORARY ADVISOR OF BOARD COMMITTEE OF BOARD COMMITTEE OF BOARD COMMITTEE OF BOARD COMMITTEE 5. MR. SUTHIKIATI CHIRATHIVAT 6. MR. SUTHICHAI CHIRATHIVAT 7. MR. THIRAYUTH CHIRATHIVAT 8. MR. SUTHICHART CHIRATHIVAT CHAIRMAN OF THE BOARD VICE CHAIRMAN MEMBER OF RISK MANAGEMENT DIRECTOR AND CORPORATE GOVERNANCE COMMITTEE CHIEF EXECUTIVE OFFICER 9. MR. SUDHISAK CHIRATHIVAT 10. MR. SUDHITHAM CHIRATHIVAT 11. MR. PRIN CHIRATHIVAT 12. MR. BHISIT KUSLASAYANON DIRECTOR DIRECTOR DIRECTOR INDEPENDENT DIRECTOR MEMBER NOMINATION AND MEMBER OF NOMINATION AND CHAIRMAN OF AUDIT COMMITTEE COMPENSATION COMMITTEE COMPENSATION COMMITTEE MEMBER NOMINATION AND MEMBER OF RISK MANAGEMENT MEMBER OF RISK MANAGEMENT COMPENSATION COMMITTEE AND CORPORATE GOVERNANCE AND CORPORATE GOVERNANCE COMMITTEE COMMITTEE 13. DR. CHANVITAYA SUVARNAPUNYA 14. MR. VICHIEN TEJAPAIBUL 15. MR. KANCHIT BUNAJINDA INDEPENDENT DIRECTOR INDEPENDENT DIRECTOR INDEPENDENT DIRECTOR CHAIRMAN OF NOMINATION AND MEMBER OF AUDIT COMMITTEE CHAIRMAN OF RISK MANAGEMENT COMPENSATION COMMITTEE MEMBER OF NOMINATION AND AND CORPORATE GOVERNANCE MEMBER OF AUDIT COMMITTEE COMPENSATION COMMITTEE COMMITTEE MEMBER OF AUDIT COMMITTEE BUSINESS REVIEW GROUP HISTORY HOTEL BUSINESS DIRECTORS’ REPORT 1983 Hyatt Central Plaza, Bangkok and 607 rooms/suites Bangkok Convention Centre officially opened 1986 HRH. Princess Somsawali graciously presided over the grand opening ceremony. 195 rooms/suites Opened and fully-renovated Sofitel Cental Hua Hin Resort 1988 Entered into Hotel Management Agreement for 178 rooms/suites Central Wong Amat Beach Resort 1990 Listed on Stock Exchange of Thailand Acquired Central Mae Sot Hotel 120 rooms/suites 1993 Purchased a newly built hotel in Los Angeles 180 rooms/suites Became Public Company Limited 1993/94 Acquired Central Floating Hotel (a converted vessel) 133 rooms/suites BUSINESS REVIEW 1995 Opened Central Sukhontha Hotel, Hat Yai 238 rooms/suites 1996 HRH. Princess Somsawali graciously presided over the grand opening 208 rooms/suites ceremony of Central Samui Beach Resort Sold Central Plaza hotel Los Angeles 1997 Sofitel Central Hua Hin Resort added new Garden Wing of 60 rooms 255 rooms/suites Central Waterfront Suites at Karon, Phuket commenced of operation 39 suites 1998 Created “Village” brand concept. Purchased Central Butterfly Village, Koh Samui 40 villas and commenced extension of 60 villas, total now 100 villas Rebranded the group as Central Hotels & Resorts.

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