Report of Land and Houses Freehold and Leasehold Property Fund For the Period during 1 January 2013 – 31 December 2013 Contents Page Message from the Management Company 1 Land and Houses Freehold and Leasehold Property Fund 2 Assets Invested or Held by the Fund Classified by Type 4 Details of Properties Invested by the Fund 7 Details of Property Investment during the Accounting Period 10 Details of Property Sale or Transfer of Leasehold Right during the Accounting Period 10 Details of Borrowings as of 31 December 2013 10 Report on Transactions with Related Parties 10 Market Overview of the Segment Related to the Property from which the Fund Generates 11 Income and Its Outlook Guarantee of Net Profit by the Fund’s Minimum Income Guarantor 14 Expenses Chargeable to the Fund 16 Soft Commission 17 Commission Soft Names and Addresses of the Property Fund Managers 18 Opinion of the Trustee 19 Auditors’ Report and Financial Statements 20 About the Management Company 51 Report of Land and Houses Freehold and Leasehold Property Fund For the Period during 1 January 2013 – 31 December 2013 1 Message from the Management Company 1 April 2014 Dear Unitholders of Land and Houses Freehold and Leasehold Property Fund, As the Management Company has accomplished the management of the Fund for another accounting period, we are pleased to submit for your consideration herewith the Repots of the Fund’s Auditors and Trustee for the period during 1 January - 31 December 2013, together with the summary report on the Fund’s investment portfolio as well as properties invested by the Fund. We would like to take this opportunity to extend our gratitude to our unitholders for entrusting us with the management of your investments over the years. Yours sincerely, (Ms. Chantana Kanchanagama) Managing Director Land and Houses Fund Management Company Limited Report of Land and Houses Freehold and Leasehold Property Fund For the Period during 1 January 2013 – 31 December 2013 2 Land and Houses Freehold and Leasehold Property Fund Abbreviated Name: “LHPF” Management Company Land and Houses Fund Management Company Limited Type of Fund Closed-ended property fund listed on the Stock Exchange of Thailand Fund Maturity Indefinite Objectives of the Project: To mobilize funds from general investors thereby using the mobilized proceeds to purchase and/or take on leases and/or subleases of immovable properties and/or accept the transfer of leasehold rights and/or sub-leasehold rights of immovable properties, and to seek benefits from such immovable properties, whether through granting of leases, sub-leases and/or any other means for the benefit of the properties in order to generate income and investment returns for the Fund and unitholders. The Fund may also invest in other properties and/or other securities and/or deriving benefit by other means in compliance with the securities law and/or other relevant laws. Investment Policy To mobilize funds from general investors thereby using the mobilized proceeds to purchase and/or take on leases and/or subleases of immovable properties and/or accept the transfer of leasehold rights and/or sub-leasehold rights of immovable properties, and to seek benefits from such immovable properties, whether through granting of leases, sub-leases and/or any other means for the benefit of the properties invested in or held by the Fund in order to generate income and investment returns for the Fund and unitholders, including renovating, improving, modifying, developing, and/or disposal of properties in order to generate income and the investment returns for the Fund and the unitholders as well as making investments in other properties and/or other securities and/or deriving benefit by other means as prescribed by the securities law and/or other relevant laws. Report of Land and Houses Freehold and Leasehold Property Fund For the Period during 1 January 2013 – 31 December 2013 3 Dividend Policy The Fund has a policy to pay dividends to the unitholders not more than two times per annum. However, the Management Company may consider payment of extraordinary dividends to the unitholders as deemed necessary and appropriate. (1) If the Fund has a net profit in any accounting year, the Management Company will pay the unitholders a dividend equal to not less than 90% of the annual net profit, excluding unrealized gain on revaluation or review of property value or leasehold rights to properties for that accounting period. (2) If the Fund has retained earnings during any accounting period, the Management Company may pay dividends to the unitholders from such retained earnings. In making dividend payment according to (1) and (2), the Management Company shall arrange to pay such dividends to unitholders within 90 days following the end of the accounting period for which the dividends are paid. If the Management Company is not able to make the payment during such period, it shall notify the unitholders and the Office of the Securities and Exchange Commission of such circumstances in writing. Trustee : CIMB Thai Bank Public Company Limited Registrar : Land and Houses Fund Management Company Limited Investment Capital : 3,300 million Baht Offer Price : 10 Baht per unit Minimum Purchase : 10,000 Baht Number of Investment Units : 330 million units Type of Investment Units : Name-registered Shareholders of the Management Company with Holding from 10 percent of the total shares sold (as of 31 December 2013) Land and Houses Bank Public Company Limited holds 99.99 percent of the total shares sold. Report of Land and Houses Freehold and Leasehold Property Fund For the Period during 1 January 2013 – 31 December 2013 4 Assets Invested by or Held by the Fund Classified by Type of Asset 1. Investments in Properties as of 31 December 2013 Area Cost Prices Fair Value % of Project (rai-ngan- (Baht) (Baht) NAV sq. wah) Ownership in Properties 1. Centre Point Residence Phromphong Project Location: No. 77 L and H Phromphong Building, Soi Sukhumvit 39 (Phromphong), Khlongton Nua, Wattana, Bangkok; - Ownership in land, building 1,209 million and public utility systems. - Ownership in furniture, 72 million fixtures and fittings, and other equipments. Total 3-1-14 1,281 million 1,279 million 36.08 2. Center Point Sukhumvit-Thong Lo Serviced Apartment Project Location: No. 304 Soi Sukhumvit 55 (Thong Lor) Khlongton Nua, Wattana, Bangkok - Ownership in land, building and public utility systems. 1,310 million - Ownership in furniture, 70 million fixtures and fittings, and other equipments. Total 2-3-19 1,380 million 1,477 million 41.67 Report of Land and Houses Freehold and Leasehold Property Fund For the Period during 1 January 2013 – 31 December 2013 5 Area Cost Prices Fair Value % of Project (rai-ngan- (Baht) (Baht) NAV sq. wah) Acceptance of transfer of sub-leasehold right of land as well as ownership right to building, public utility systems and related equipments. 1. L and H Villa Sathon Project Location: No. 88 Narathiwat- Ratchanakarin Road, Chong Nonsi, Yannawa, Bangkok - Fee for transfer of sub- 70 million leasehold right of land - Ownership in land, building 551 million and public utility systems. - Ownership in furniture, fixtures and fittings, and 7 million other equipments. Total 11-3-16.6 628 million 649 million 18.30 Total Investments in Properties 3,289 million 3,405 million 96.05 Report of Land and Houses Freehold and Leasehold Property Fund For the Period during 1 January 2013 – 31 December 2013 6 Assets Other Than Investments in Properties as of 31 December 2013 Book Assets Value/Market % of NAV Value (Baht) 1. Cash and deposits at banks 41,552,399.12 1.17 2. Investment in Promissory Notes and Debt Instruments Bills of exchange/Promissory notes issued/accepted/ - - avaled by financial institutions Certificate of deposits 104,500,000.00 2.95 Government bonds 25,919,948.40 0.73 Treasury bills - - Total 171,972,347.52 4.85 3. Investments in Properties Investment in properties 3,405,000,000.00 96.06 Total 3,405,000,000.00 96.06 4. Other Assets Accrued interests 861,426.39 0.02 Accounts receivable from sale of securities - - Accounts receivable from rental-net 11,215,719.59 0.32 Advanced payment under construction agreement - - Other assets 46,472,618.37 1.31 Total 58,549,764.35 1.65 Total Asset Value 3,635,522,111.87 102.56 5. Other Liabilities Accrued fees and expenses -34,026,886.78 -0.96 Performance guarantee money - - Security deposits -45,403,511.98 -1.28 Other liabilities -11,278,079.82 -0.32 Total Liabilities -90,708,478.58 -2.56 Net Asset Value (NAV) of the Fund 3,544,813,633.29 100.00 Number of Investment Units 330,000,000.00 units NAV per Unit 10.7418 Baht Report of Land and Houses Freehold and Leasehold Property Fund For the Period during 1 January 2013 – 31 December 2013 7 Details of Properties in which the Fund Invested As of 31 December 2013 1. Center Point Residence Phromphong Project Location No. 77 L and H Phromphong Building, Soi Sukhumvit 39 (Phromphong), Khlongton Nua, Wattana, Bangkok 10110 Project Feature 2 24-stooorey residential buildings together with 3-storey outdoor parking and 1-storey underground parking and a 3-storey spa. Title Deed Number 4751, 24375, 243295 ,243296, 243297, 243298, 243299, 243300 Land Size 3 rai 1 ngan 14 square wah Cost Prices Purchase Price: 1 ,281.0 millionBaht; classified into: Construction and Renovation Cost 1,209.0 millionBaht (Property Acquisition Fixed Assets 72.0 millionBaht Prices) Date of Initial 22 March 2012 Investment by the Fund Appraised Value (2013) 1,279 million Baht (by Grand Asset Advisory Co., Ltd. as of 16 January 2013 using income approach) Ownership in Land Land and Houses Freehold and Leasehold Property Fund Ownership in Building Land and Houses Freehold and Leasehold Property Fund Commencement of The Building had been renovated and commenced operation in 2004 Operation Property Manager Q.H.