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AWARDS

CENTRAL PLAZA HOTEL PUBLIC COMPANY LIMITED 003

004 Financial Highlights

006 Message from the Chairman

008 Board of Directors

010 Group History

016 Thailand’s Tourism Industry Overview

017 Hotel Business Overview

021 Restaurant Business Overview

030 Sustainable Development

036

038 Report of the Nomination and Compensation Committee

039 Report of the Board of Directors’ Responsibilities for Financial Statements

040 Audit Report and Financial Statements

114 Analysis And Explanation of the Financial Status and Operating Result

126 Nature of Business

128 Revenue Structure

130 Risk Factors

132 Policy on Corporate Governance

140 Details of Directors

152 List of Shareholders

153 Directors and Management Remuneration

154 Auditor’s Fee

155 Good Corporate Governance

160 Connected Transactions

166 General Information of Businesses held by the Company 10% Upward

170 Company’s General Information

171 Information of Debentures

172 Other Reference Firms

173 Corporate Management

CONTENTS

Report of the Audit Committee

ANNUAL REPORT 20120 0 4

CONTENTS

FINANCIAL HIGHLIGHTS

* Detail as shown in ANALYSIS AND EXPLANATION OF THE FINANCIAL STATUS and OPERATION RESULT SECTION


CONTENTS

Unit : Baht Million

2012 2011 2010 (Restated)

Consolidated Separated Consolidated Separated Consolidated Separated

Operating ResultsRevenues from sales (1) 14,389.3 1,989.7 11,163.2 1,524.2 9,140.9 1,430.2

Total revenues 15,380.4 3,210.4 11,574.2 2,489.8 9,500.2 2,323.1

Gross profit 7,849.9 1,154.7 6,039.2 841.6 4,910.6 764.2

Earnings before interest expenses and income tax 2,322.8 1,162.2 1,259.7 472.3 513.3 516.3

Net profit (loss) 1,580.8 775.5 550.4 130.1 (55.8) 263.2

Financial PositionTotal assets 27,757.2 16,380.6 21,683.6 15,500.1 20,437.9 15,011.1

Total liabilities 17,698.4 10,338.2 15,634.9 11,237.0 14,801.3 10,810.6

Interest bearing debts (2) 12,053.6 8,373.3 10,002.9 8,872.3 9,452.8 8,414.5

Shareholders' equity 10,058.8 6,042.4 6,048.7 4,263.1 5,636.6 4,200.5

Retained earnings (3) 3,305.7 2,515.3 1,927.4 1,942.3 1,444.6 1,879.7

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 (%) (4), (5) 7.6% 14.2% 5.2% -5.2% -0.3% -4.5%

Return on assets (%) (5) 4.2% 4.7% 2.8% 0.8% -0.1% 1.8%

Return on equity (%) (5) 11.6% 12.8% 10.0% 3.1% -0.5% 6.3%

Interest bearing debts / Equity (times)

1.2 1.4 1.7 2.1 1.7 2.0

Total liabilities / Equity (times) 1.8 1.7 2.6 2.6 2.6 2.6

Earnings (loss) per share (Baht) 1.17 0.57 0.41 0.10 (0.04) 0.19

Dividend per share (Baht) n/a TBA n/a 0.15 n/a 0.05

Book value per share (Baht) 7.45 4.48 4.48 3.16 4.18 3.11

(1) Revenue from sales in Consolidated financial statements exclude revenues from investment properties.(2) Interest bearing debts in Consolidated and Separated financial statements include loans from related parties. (3) Retained earnings include appropriated retained earnings for legal reserve. (4) Net profit margin in Separated financial statements exclude dividend income, land rental expenses payable to the property fund and loss from guarantee provision. (5) Net profit margin, Return of assets and Return on equity in Consolidated financial statements were excluded extra-ordinary items as follows:

FY/2012 - loss from guarantee provision, extra-gain from investment in property fund accounted for equity method and gain from business acquisition and gain on re-measuring to fair value of investments totaling Baht 410.6 million.

FY/2011 - loss from guarantee provision and extra-gain from investment in property fund accounted for equity method totaling Baht 55.0 million.

FY/2010 - loss from guarantee provision and extra-gain from investment in property fund accounted for equity method totaling Baht 25.2 million.

FINANCIAL HIGHLIGHTS


CONTENTS

MESSAGE FROM THE CHAIRMAN


CONTENTS

The year 2012 was undoubtedly the most significant and thus far the best year for Centara Hotels & Resorts (CHR) as well as Central Restaurants Group (CRG) which are both under Central Plaza Hotel Public Company Limited (CENTEL), with CHR marking three decades of operation. The “Celebrating 30 Years Centara Hotels & Resorts” grand party was held on December 12, or 12.12.12, at our first hotel, Centara Grand at Central Plaza Ladprao Bangkok, to offer our warmest thanks to valued customers, shareholders, business partners and the press for all their support through the years. The celebration was also to thank our management and employees for their contribution, which has led to the success of the company both in Thailand and beyond.

From our humble beginning in 1983, without any previous experience in the hotel business, Centara Hotels & Resorts network has grown and continues to grow with the support of our clients and business partners. We now have a total of 58 hotels with more than 10,000 rooms in Thailand and overseas, in Vietnam, Bali, China, the Maldives, India, Sri Lanka and Mauritius, making Centara Hotels & Resorts Thailand’s leading hotel chain.

Along with the 30th anniversary, 2012 was also the company’s best year in terms of financial performance. Revenue of Centara Hotels & Resorts increased to Baht 6,473 million, an increase of 32% compared to 2011, with profit growth of over 30 times! All company-owned hotels registered strong performance with highest revenues than projected. Our business development plan was also carried out successfully with the opening of five new hotels, namely Centra Government Complex Hotel & Convention Centre Chaeng Wattana, Centara Hotel & Convention Centre Khon Kaen, Centra Coconut Beach Resort Samui, Centara Poste Lafayette Resort & Spa Mauritius and Centara Sandy Beach Resort Danang, Vietnam.

The company further secured new another three hotel management contracts, in 2012, namely Centara Hudhufushi Resort & Spa Maldives, Centara Grand Modus Resort & Spa Pattaya, and Centara Koh Lan Resort & Villas.

In December 2012 we launched a new hotel brand, COSI Hotels, designed to cover the economy hotel segment in response to an enormous growth in travel and the significant growth of low-cost airlines travel, which now accounts for 51% of the aviation industry in Asean. The Asean Economic Community (AEC) will be implemented in less than two years from now, adding further demand. The first COSI Hotel is projected to open in 2015 and we plan to have at least 30 COSI hotels in Thailand, the Asean countries, China, Australia and New Zealand by 2020.

As for our existing brands, the company expects to open 11 more hotels in Thailand, Indonesia, Sri Lanka, Mauritius and Maldives during 2013.

The year 2012 was also a very successful year for our food business under Central Restaurants Group Co., Ltd. (CRG), which is 100% owned by Central Plaza Hotels plc, had record high revenue with Baht 8,356 million, an increase of 27.6% compared to 2011, from its 677 stores and 12 brands. In 2013, it is expected that Thailand’s economy will be stronger, albeit with stronger competition in the food services business. CRG is well prepared with various strategies to handle the situations as they arise.

From the success of 2012 the company is confident that the businesses will continue to grow strongly and sustainably. The Board of Directors would like to take this opportunity to thank our shareholders, business partners, public and private organisations, valued customers, management and staff for all their support and outstanding contributions that have helped the company attain its excellent position today.

Suthikiati ChirathivatChairman of the Board


CONTENTSCONTENTS


CONTENTSCONTENTS

BOARD OF DIRECTORS


CONTENTS

GROUP HISTORY Hotel Business

1983 Hyatt Central Plaza, Bangkok and 607 rooms/suites

1986 HRH. Princess Somsawali graciously presided over the grand opening ceremony. 195 rooms/suites

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

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 255 rooms/suites

Central Waterfront Suites at Karon, Phuket commenced of operation 39 suites

1998 Created “Village” brand concept.

40 villas

and commenced extension of 60 villas, total now 100 villas

Rebranded the group as Central Hotels & Resorts.

1999 Opened Central Karon Village, Phuket 64 villas

Renamed Centra 100 villas

2000 Moved Central Floating Hotel to East Timor and 133 rooms/suites

re-opened as Central Maritime Hotel, Dili, East Timor.

2001 Added 8 more villas to Central Karon Village, Phuket 72 villas

Signed Franchise agreements for :

607 rooms/suites

Hat Yai as Novotel Central Sukhontha 238 rooms/suites

2002

level as well as Cencio Karaoke Lounge.

2003 Broke ground for Central Krabi Bay Resort a 5 star luxury property. 192 rooms/suites

Opening of ZICO’s Brazilian Grill and Bar in Samui.

Signed Agreement signed to develop the Central World Hotel at CentralWorld 505 rooms/suites

Plaza, including a 20,000 sqm. Convention and Exhibition Centre.

2004 Obtained construction permits for :

Central Mirage Beach Resort, Pattaya 555 rooms/suites

Central Phuket Beach Resort, Phuket 262 rooms/suites

Additional 10 suites – Novotel Central Sukhontha Hat Yai 248 rooms/suites

2005 Hotel Management Agreementt for Central Duangtawan Hotel 500 rooms/suite

in Chiangmai on January 1.

192 rooms/suites

2006 Sold Central Floating Hotel, Dili, East Timor.

Acquisition through a JV with Lehman Brothers (50:50) for two hotels in Phuket,

namely the Islandia 335 rooms, now Central Karon Beach Resort 335 rooms

and the Jiva, 128 rooms, now Central Kata Resort. 128 rooms

HRH. Princess Ubonrattana graciously presided over the grand opening ceremony of Central Krabi Bay Resort on November 12, 2006.


CONTENTS

CENTARA GRAND AT CENTRAL PLAZA LADPRAO BANGKOK

CENTARA GRAND BEACH RESORT PHUKET

CENTARA GRAND BEACH RESORT & VILLAS HUA HIN


CONTENTS

CENTARA GRAND ISLAND RESORT & SPA MALDIVES

CENTARA GRAND BEACH RESORT SAMUI

CENTARA KATA RESORT PHUKET


CONTENTS

2012 Opened first managed hotel in Mauritius, Centara Poste Lafayette Resort & Spa Mauritius 100 keys

Opened Centara Hotel & Convention Centre Khonkaen 196 keys

Opened Centra Government Complex Hotel & Convention Centre Chaeng Wattana 204 keys

Acquired 3 management contracts in Thailand 307 keys

Acquired 2 management contracts in Vietnam and Maldives 308 keys

Owned and joint venture total 15 hotels and resorts in Thailand and Maldives 3,827 keys

Managed total 43 hotels and resorts in Thailand, Vietnam, Indonesia, Sri Lanka, India,

Maldives, China, and Mauritius 7,393 keys

Total portfolio 58 hotels and resorts 11,220 keys

Major renovation of Central Hua Hin Village with upgrading to Pool Villas now The Villas at

Upgrading of Central Samui Beach Resort and Central Samui Village through the addition of Pool Suites and Pool Villas, respectively.

2007 In March, the board approved name change for the Company’s hotel division to CENTARA HOTELS AND RESORTS.

Opened Bangkok Convention Centre at Centara Grand at CentralWorld.

Centara Kata Resort added 30 more rooms 158 rooms

2008 The Centara Chaan Talay in Trat, managed by CHR, opened in March 44 suites

Centara Grand at Central World and Bangkok Convention Centre (BCC),

December 2 in the presence of HRH Princess Ubonrattana.

In December, Central Group renewed its lease with State Railway of Thailand

with respect to the Central Plaza complex at Ladprao, Bangkok; which includes the

Hotel Management Agreements for the Centara Grand Island Resort Maldives,

scheduled to open in the second part of 2009.

2009 555 rooms

5-star property on Wong Amat Beach had its Grand Opening on November 3.

The Centara Grand Island Resort Maldives opened its mainly over 112 villas

Earlier in the year 2 management contract were signed for

Bhundari Resort and Spa Samui property was taken over in April together with 124 villas/rooms

Centara Pariya Resort Koh Pha-Ngan 44 villas

Siripanna Villas Resort Chiang Mai 74 suites/villas

The second overseas property, Moksha Himalaya Spa Resort, Centara Boutique 62 suites

Collection opened its Spa and hotel suites late in the year.

A second ZICO, Brazilian Grill and Steak Restaurant, opened at the Central Festival Shopping Centre, Pattaya.

2010 Centara Grand Beach Resort Phuket, 5-star beach resort located at the most

secluded area of Karon Beach in Phuket has its soft opening on November 3 262 rooms

Centra, new mid-range brand is launched in Phuket, Centra Ashlee Hotel Patong 110 rooms

Expansion of Centara Boutique Collection from 1 hotel to 12 hotels 494 rooms

2011

Centara Boutique Collection 36 rooms

96 rooms

Acquired 11 managed hotels & resorts in Thailand 2,682 rooms

Acquired 12 managed hotels & resorts overseas including new locations

in Bali, Sri Lanka, China and Mauritius 1,830 rooms


CONTENTS

THE TERRACE

MISTER DONUT

K F C

YOSHINOYA

OOTOYA


CONTENTS

Food Business

19781984 Being authorized franchisee of KFC, the strong and widely accepted international brand. 1998 Entering snack segment in Thailand with the premium Soft Pretzel brand “Auntie Anne’s ” from the USA. 2007 Bringing in New Japanese Fast Casual Restaurant, “Pepper Lunch”. 2009 Being Authorized Franchisee of Beard Papa’s, Fresh ‘n natural cream puffs. 2010 Brought “Chabuton” Ramen into Thai market, which is “TV Champion chef’s Japanese Ramen restaurant”.

Being Authorized Franchisee of Cold Stone Creamery from the USA. Opened Japanese Food restaurant in Thailand, “RYU Shabu Shabu” Operated The Terrace Restaurant Introduced Café Andonand, a Japanese styles finest coffee and fusion donuts café.

2011 Being Authorized Franchisee of Yoshinoya, the Authentic Japanese Rice Bowl

Acquired Thailand operations of the well-known Japanese Home Cooking Style Restaurant Ootoya

COLD STONE CREAMERY


CONTENTS

THAILAND’S TOURISM INDUSTRY OVERVIEW

According to Bank of Thailand, the Thai economy in 2012 was stable and GDP grew 4.7% over 2011. Part of the economic came growth from the restoration and renovation works by the private sector of the damages caused by the floods in late 2011. The government’s consumption-stimulating measures and favourable political climate also facilitated the over all economic performance of the country, as evidenced by the record performance of the Stock Exchange of Thailand.

As for the tourism industry, Bank of Thailand’s Business Report, which is the compilation and analysis of information obtained from private sector throughout the country, stated that the tourism industry in the first quarter of 2012 started to recover from the floods of 2011’s past quarter. The number of international tourists increased during the high season. Although visitors from Europe and North America were down slightly as economic uncertainty in these regions continued, visitors from the emerging markets such as China, Russia, India, Middle East and ASEAN replaced the loss.

After the high season, tourism industry during the second quarter slowed down somewhat but improved in the third quarter and continued to grow in the last quarter of the year. This was due to the increase in demand for meetings and conferences by both government and private sectors. Moreover, businesses in many provinces benefited from the increases of direct flights both domestic and international. Promotional campaigns conducted by both private and public sectors also helped boost the tourism industry in all regions of Thailand.

According to the Department of Tourism, Ministry of Tourism and Sports, the number of international arrivals in 2012 was 22.3 million, compared to 19.2 million in 2011, representing an increase of about 15.6%. The average hotel occupancy was also up, from 57.5% in 2011 to 60.9% in 2012. Total revenue from foreign tourists was Baht 965 billion, and the revenue from domestic tourists increased to Baht 500 billion. Together, the total revenue from the tourism industry was higher than expected and registered a record-high at Baht 1.5 trillion (Baht 1,500 billion).

The strong performance in 2012 has increased the confidence of both the government and private sectors to set targets for the number of international visitors and revenue from the tourism industry for following years. The Tourism Council of Thailand (TCT) has expressed confidence that Thailand can attract 26.2 million international tourists and achieve a total of two trillion Baht tourism revenue target in 2015, which is good for the hotel business although revenue from accommodation establishments nationwide accounts for about one third of the country’s entire tourism revenue.

The Thai Hotels Association (THA) has stated that it will push for tougher enforcement of hotel standards and licensing as well as hotel development zoning, especially in the tourism destinations facing oversupply of rooms, in order to help hotels throughout the country. According to THA, presently the room rates of Thai hotels are among the lowest in ASEAN.


CONTENTS

HOTEL BUSINESS OVERVIEW

Centara Grand Hotels & Resorts

Set in prime city and beachfront locations, all hotels and resorts in the Centara Grand category are five-star, offering outstanding facilities and service whilst assuring absolute value for our guests. Each Centara Grand hotel has served restaurants, luxurious Spa Cenvaree and fitness centre, along with sports and recreation facilities.

There are six different brands under the CENTARA Hotels and Resorts, namely:

Centara Hotels & Resorts

Enjoying premium settings in city-centre locations and beach and island destinations, our core range of hotels and resorts are all four-star category and provide a memorable experience in both facilities and service

Centara Boutique Collection

Our Boutique Collection is a series of distinctive properties designed to an intimate scale, imparting a residential quality.

Centara Residence & Suites

Conveniently located to attract the corporate and the leisure long-stay guest, there are two categories available, namely Centara Grand, which is five-star category; and Centara, which provides a four-star experience.

Centra Hotels & Resorts

Offers affordable hotels and resorts that provide a quality experience designed to exceed expectations.

COSI Hotels

The latest brand from Centara, COSI Hotels is designed for cost-conscious travellers who mostly do all their own bookings on-line and who look for pocket-friendly accommodation prices.


CONTENTS

PERFORMANCE HIGHLIGHTS

In 2012, revenue from our hotel business increased from Baht 4,904 million in 2011 to Baht 6,473 million, an increase of 32%, with profits growth of 30 times. Our 14 company-owned hotels and resorts generated revenues that were up by 31.3% from the previous year to Baht 6,131 million, while revenues from hotel management fees increased by 20.6% to Baht 164 million.

For our hotels in Bangkok, Centara Grand & Bangkok Convention Centre at CentralWorld set a record high in revenue and profits from rooms, food and beverage, and from Bangkok Convention Centre. Centara Grand at Central Plaza Ladprao Bangkok has shown positive signs with higher RevPAR and the hotel occupancy has gradually picked up following the completion of its massive renovation.

The hotels and resorts in major tourist destinations have also shown strong performance. Centara Grand Mirage Beach Resort Pattaya was a good example with record high revenues and earnings, with revenue increase of 14% over the previous year, while profits increased by over 20%.

Centara Grand Beach Resort & Villas Hua Hin The resort witnessed good results, showing a clear increase over 2011, and the overall performance of the hotel has proven successful with occupancy and RevPAR.

For the beach hotels in the Southern provinces such as Phuket, Krabi and Samui, although there were concerns about the economic uncertainty in Europe, all hotels still achieved higher revenues than expected and were also higher than the previous year. In 2012, three hotels in Phuket underwent rooms and exterior renovations, namely Centara Villa Phuket, Centara Karon Resort Phuket and Centara Kata Resort Phuket. With all the improvements, the performances of all three resorts were better than previous year in most areas of operations, including rooms, spa, and food and beverage.

For the company-owned hotel outside of Thailand, Centara Grand Island Resort & Spa Maldives experienced improved performance for the year and the best year since the opening of the resort due to increased tourist arrivals to the Maldives in 2012. As a result, the company will open a second hotel in Maldives under the name Centara Ras Fushi Resort & Spa Maldives in March 2013 which is also owned by the company.

As Thailand’s leading hotel chain, Centara Hotels & Resorts is committed to enlarging its network across Asia. In 2012, the Centara portfolio grew to 58 properties. Of these, 15 properties are owned and operated by Centara Hotels & Resorts. There are 32 properties managed for third party hotel owners that are in operation. In the coming year, Centara Hotels & Resorts expects to open 11 properties in Thailand, Indonesia, Sri Lanka, Mauritius and Maldives.

The following is the development of Centara Hotels & Resorts in 2012.

Opening of managed Hotels and Resorts:

1. Centra Government Complex Hotel & Convention Centre Chaeng Wattana (204 rooms)2. Centara Hotel & Convention Centre Khon Kaen (196 rooms)3. Centara Poste Lafayette Resort & Spa Mauritius (100 rooms)4. Centra Coconut Beach Resort Samui (55 rooms)5. Centara Sandy Beach Resort Danang (198 rooms)

New hotels management contracts:

1. Centra Coconut Beach Resort Samui (55 rooms)2. Centara Sandy Beach Resort Danang (198 rooms)3. Centara Hudhufushi Resort & Spa Maldives (110 rooms, open in 2014)4. Centara Grand Modus Resort & Spa Pattaya (215 rooms, open in 2013)5. Centara Koh Lan Resort & Villas (100 rooms, open in 2015)

GROUP BUSINESS DEVELOPMENT BY CENTARA INTERNATIONAL MANAGEMENT (CIM)


CONTENTS

In December 2012, Centara Hotels & Resorts launched its economy hotel brand, COSI Hotels. Due to an enormous growth in the travel industry and significant growth of low-cost airlines, travellers can now travel more easily and conveniently. COSI Hotels aims for smart travellers with friendly prices, and in preparation for the AEC in 2015. The first COSI Hotels property is expected to open in 2015.

Future business development of the company will continue to pursue expansion with “asset light” strategy. The focused destinations will be in ASEAN, China, the Indian Ocean, Middle East, Australia and New Zealand.

CENTARA GRAND ISLAND RESORT & SPA MALDIVES

CENTARA KARON RESORT PHUKET


CONTENTS

GROUP MARKETING

Thailand’s visitor arrivals grew almost 16% to 22.3 million visitors in 2012, mainly from Chinese, Russian and Indian markets.

Whilst the country saw less buoyant number from more traditional markets, Centara was able to enjoy continued growth from such markets including UK at 14 %, France at 60 % and Germany at 40 %.

This is in part due to our policy of being close to the market with locally based sales infrastructure in all core business generating locations; critical in times of leaner demand. In this regard, Centara Hotels and Resorts has set up network including presence in UK, France, Germany, Russia, UAE, India, Japan, Hong Kong/China, Vietnam, Australia and South Africa.

In 2012, Centara Hotels and Resorts also set up a Revenue Management business unit focused in yield and inventory control to maximize our returns on available rooms, as well as providing valuable data for our growing global sales force.

In addition, a dedicated Social Media unit was established to further develop and enhance the distribution opportunities and provides data of our past and potential guests, with aim to engage, entertain and understand their likes and needs as tastes change.

Our Social Media unit has gained incredible success in a very short time, recording the largest and most popular Thai based fan base.

Within the year, we enjoyed a very successful launch of Centara Poste Lafayette Resort, our first of 3 properties on the vacation island of Mauritius. The resort opened to a very strong occupancy.

The pre-marketing activities conducted by the Group Marketing division were extremely active in 2012, as a result of the fast growing number of properties joining the network in 2013/4. Active communication, marketing and selling of new resorts is a process started at least 12 to 18 months prior to welcoming the first guests and remains critical to the success of startup properties.

Finally, as previously reported, technology continues to lead. We launched a revamped website, mobile applications and booking engine (B2C), together with an upgrade to our industry contacting system and booking engines (B2B).


CONTENTS

RESTAURANT BUSINESS OVERVIEW

The year 2012 sees another significant achievement for Central Restaurants Group (CRG) exceeding its own goals and breaking all past records. CRG, with a total of 677 stores and 12 brands, has increased its revenues to 8.3 billion baht, up by 27.6% compared to 2011. The growth was achieved through the company’s effective strategic plans as well as its flexible operations to adapt to changing circumstances.

Other than business achievements, CRG also received several recognition awards from KFC and Cold Stone Creamery.

KFC: 2012 AMCHAM CSR Excellence Recognition from the American Chamber of Commerce in Thailand

This award is for an organisation that shows its great support for CSR activities.

KFC: Trusted Brand 2012 from Reader’s Digest KFC is voted by readers of Reader’s Digest in Thailand to be the most trusted brand in 2012.

Cold Stone Creamery: Golden Spade IPS Award Nominations from Cold Stone Creamery, United States. The brand earned this award because its new branch at Mega Bangna achieved the highest sales for a new branch.

Cold Stone Creamery: Most Successful Marketing Promotion IPS Award Nominations from Cold Stone Creamery, United States. The brand won this award for its splendid marketing promotion.

KFC: Cadenza Award # 11 from Restaurant Excellence Department of Yum Restaurants International (Thailand) Co.,Ltd.

KFC earned this award for its CHAMPS, CBCC, and CMS scores being higher than targets.

Cold Stone Creamery: Best Community Focused Charity Program IPS Award Nominations from Cold Stone Creamery, United States. The brand earned this award for its CSR activity


CONTENTS

PERFORMANCE HIGHLIGHTS

In 2013, it is expected that the country’s economy will continue to grow. At the same time, competition in the restaurant business continues to be intense. However, CRG is well prepared with well thought-out strategies and implementation plans with regard to cost efficiency, service improvement, human resources development and targeted marketing to take advance of Thailand’s economic growth.

Mister Donut

Mister Donut, the undisputed leader in the donut market with more than 60% market share, reinforces its leadership by means of in-depth analysis of the changing market and consumer behavior which enables the brand to fully understand and respond to the needs as well as sustaining its competitive advantages through innovative products, effective brand communications and activations, and store coverage.

In 2012, Mister Donut celebrated the success of 33 years of operations by organising a “33rd Anniversary Celebration” activity on 1 February 2012. The event featured a lucky draw to win prizes valued at over 3.3 million Baht, including a Nissan March, Yamaha Fino motorcycles, iPhone 4, iPad 2, Mister Donut Premium Gold Card for free donuts throughout the year, and many other prizes. Other fun activities included talk with celebrities, donut decoration at “Donut I Do” corner with a popular actress, and an auction of masterpieces created by two celebrities. All proceeds from the auction were donated to the Rajaprajanugroh Foundation under Royal Patronage to help flood victims. In addition, Mister Donut celebrated “Donut Day” by giving away a “Free Pon De Ring Glaze”, with 200 pieces per branch worth over one million Baht to customers nationwide.

Last year, Mister Donut achieved an 11.6% increase from 2012 in total sales. As its main strategy, Mister Donut introduced several new products that were well accepted by customers, such as Deluxe Parade, Jibi Do, Pizza Do and Choco Fiesta at the end of the year. Additionally, a major marketing campaign named “12 varieties at only at 10 Baht/piece” was launched. Mister Donut has also strengthened its brand awareness through TV, BTS as well as in-store advertisements, websites, printed media and social networks to respond to new consumer lifestyles.

Mister Donut added 24 new stores in 2012, with 289 stores at the end of year, spread across 68 provinces.

MISTER DONUT


CONTENTS

KFC

number of 464 stores countrywide in 2012. Around 40% of the stores (181 stores) are operated by CRG while the rest are operated by YUM Thailand (the parent franchisor of KFC).

In 2012, KFC continued to increase its revenue growth, with an increase of 17.4% over 2012. The brand continued its focus on developing new menus in order to achieve consumer satisfaction for every meal occasion by offering menus that fit with today’s urban lifestyle and the needs of a socialising world. A “breakfast day part” under the name of “KFC AM”, started selling from 7am to 11am. Then came the “lunch day part” with two new menus, “Twister” and “The Box”, to build visit frequency and increase relevancy among young workers during the weekday. A value meal set lunch was introduced with three prices and a range of menu choices for consumer preference like fried chicken, rice or burger. For the “dinner day part”, KFC focuses on promoting the hi-end Bucket to serve its family target customers using thematic TVC to communicate on strengthening family bonding.

Apart from the activities mentioned above, KFC also focuses on all-day snacking, which is categorised into Savory Snack and Sweet Snack in order to build KFC as an all-day snacking destination for everyone, especially teens. This year KFC launched a new savoury snack, the Charger burger, and also continually promoted its sweet snack Egg Tart throughout the year. A new beverage line Krushers was also introduced, to expand its customer base as well as extend its all-day snacking concept.

Besides the menu variety, KFC emphasises on the relevancy of target consumer lifestyles as part of its new positioning. New products and promotions were introduced to fulfill each target segment, such as the Bucket promotion for families with children, snacks, ice cream, sweet snacks for teenagers etc. KFC continued to promote the “Product Guarantee” campaign from the previous year to deliver the message of KFC menus that consumers can trust. KFC expanded its stores in shopping malls, department stores, hypermarkets, supermarkets and other retail locations in all communities/ areas in order to reach all target consumers in Thailand under the concept that KFC will make lifestyles so good, hence the new slogan “KFC So Good!”

K F C


CONTENTS

Auntie Anne’s

With the intention of reaching the goal of “the best snack chain”, Auntie Anne’s success continued to show remarkable results by finishing the year 2012 with a growth in revenue of 25% over the previous year. The brand has maintained its leading position in the soft pretzel market for 15 consecutive years, since its inception in Thailand. With the theme concept of “Truly Special Widely Selection”, five new products have been launched through 2012, including Mozza Italian Pretzel, Extra Pretzel Dog and Super Pretzel Bites, all well received by customers. Introduction of these products was effectively communicated to its target customers through several media channels, such as TV commercials, transits media, magazines and social media. Additionally, Auntie Anne’s membership programme has built a close relationship with its customers. The brand continued to expand through hospitals such as Siriraj Hospital. The strategy of reaching the core target has been carried out in order to cover more of the potential market.

With the great success and outstanding performance, Auntie Anne’s Thailand has been recognised and certified with two Auntie Anne’s stores, namely Central Rama 9 and Siam Paragon, as Store Model and Training Centre of the Asia Pacific region by Focus Brands Inc, the parent franchisor of Auntie Anne’s. CRG operated, operated a total of 101 Auntie Anne’s stores in Thailand, the largest number of stores in a country outside USA.

Pepper Lunch

Pepper Lunch, a popular fast casual Japanese steak restaurant with five years of operations in Thailand, improved its revenues by 34% from the previous year, with 16 stores of which stores were opened in 2012.

One of the key strategies of Pepper Lunch in 2012 was the transforming of its service model from counter service to table service in order to increase brand value perception, and the convenience of customers. At the end of 2012, 13 Pepper Lunch stores had transformed to the new service model, and the remaining stores will all be

new Grand menu in 2012 with more offerings such as premium steak that highlights the new Rib Eye steak from Australia, curry rice category, pasta category and pepper rice with a new recipe of beef.

The reinforcement of Pepper Lunch’s Japanese DIY teppan restaurant concept, through various media channel with partners, social media and online media throughout the year, has resulted in increasing the customer base.

PEPPER LUNCH


CONTENTS

Beard Papa’s

Beard Papa’s, the “World’s Best Cream Puffs” operated by CRG since 2009, grew 28% over 2011. During 2012, Beard Papa’s introduced several new products that were well accepted by customers, such as Mocha Almond Cream Puff, Matcha Cream Puff, and Royal Milk Tea Cream Puff.

Apart from this, Beard Papa’s initiated the special promotion Friday Bonus to create product trials and gain new customers. The brand also introduced member card to improve visit frequency and brand loyalty.

Beard Papa’s has strengthened its brand awareness by introducing a new image through social network activities, PR, printed media and in-store activities. In addition, Beard Papa’s added four new stores in 2012 in order to reach more customers.

Chabuton

Chabuton Ramen, the Japanese TV celebrity chef’s only ramen brand in Thailand, has been very popular and widely known amongst Thai ramen lovers since 2010. Mr Yasuji Morizumi, the “King of Ramen” chef from TV Champion, in Japan, created this premium brand and one of his ramen restaurants was the first ramen restaurant to appear in the Michelin Guide.

Chabuton has shown extraordinary achievement with a revenue growth of 60% over 2011. Apart from Chabuton’s signature ramen menus, which include Tonkotsu Ramen, Shio Tonkotsu Ramen, Shoyu Ramen, Shoyu Zaru Ramen, and Tonkotsu Miso Ramen, in 2012 Chabuton introduced a new menu, with Wafu Hiyashi Torisoba, Tori Uma Ramen (Tasty Chicken Collagen Ramen), and Spirulina Ramen which again have been well accepted by customers.

Chabuton added five new stores in 2012 with total 12 Chabuton stores at the end of 2012.

CHABUTONAUNTIE ANNE’S


CONTENTS

Cold Stone Creamery

Cold Stone Creamery, the first super premium ice cream mix-ins from the USA, has the exclusive signature of its American rich flavour and a unique serving style that have gained the brand enormous success worldwide. For Cold Stone Creamery, Thailand is ranked 15th in the world and 6th in Asia.

Cold Stone Creamery was established in Thailand in 2010 with first store at CentralWorld and quickly gained popularity. At end of 2012, CRG had 10 Cold stone in Bangkok with 65% revenue growth over 2011 increasing 65%.

In 2012, Cold Stone Creamery aimed to serve a greater variety of customers by launching new seasonal products e.g. Ice Cream Moon Cake, a moon cake stuffed with ice cream mix-ins, which is a new creation in Thailand and which has hit the market well. Next step taken was the proactive strategy of implementing social network marketing to gain customers’ involvement. In 2012, the brand received three awards from IPS (International Partner Summit), namely Best Community Focused Charity Programme Award, Most Successful Marketing Promotion Award, and Golden Spade Award.

RYU Shabu Shabu

RYU Shabu Shabu, CRG’s own brand, was launched in March 2010 at Siam Square. The Japanese style shabu shabu with an “all you can eat” concept is customarily served with traditional gourmet soups such as the Katsuobushi Dashi Soup and the Osaka-styled Kombu Dashi Soup.

RYU introduced several new menu items as well as special promotion activities during 2012, such as “come 4 pay 3” and “come 4 get 15% discount” which were well received by customers.

RYU Shabu Shabu also gained popularity among targeted consumers for its freshness, great taste and reasonable price. The Ryu Shabu Shabu Osaka-style concept was reinforced through various media channels such as food reviews in newspapers, releases in magazines, and social media.

RYU SHABU SHABU


CONTENTS

The Terrace

In 2012, The Terrace rolled out several menu campaigns that helped create excitement for the brand, including the “Spicy”, “Seafood”, and “Let’s Be Healthy “Campaign.

There was also promotion of the concept “Feel Greenery Feel The Terrace” through various media channels such as food reviews in newspapers, magazines, TV, cable TV and social media.

The Terrace added two new restaurants at Central Grand Rama 9 and Central Rama 3, making total 10 The Terrace restaurants at end of 2012.

Yoshinoya

Central Restaurants Group launched its new brand Yoshinoya in August, 2012 at Central Plaza Ladprao.Yoshinoya is the original beef bowl and rice bowl restaurant chain from Japan. Its beef bowl, also known as Gyudon, is Japan’s oldest beef bowl, originating in the Meiji era in 1899. Nowadays, Yoshinoya has more than 1,700 branches in eight countries: Japan, USA, Indonesia, Singapore, Philippines, Taiwan, Hong Kong, and Thailand.

In 2012, Yoshinoya offered several new menus and condiments such as spicy beef/pork yakiniku, spicy chicken kara-age, and onsen egg. In addition, several set promotions were successfully introduced. Yoshinoya continued its growth by expanding from three to nine stores in Bangkok and vicinity.

THE TERRACE


CONTENTS

Ootoya

Central Restaurants Group took over the Ootoya business in Thailand in September 2011. The brand is well accepted as a premium Japanese chain restaurant in the market. Ootoya positioned itself as a home cooking Japanese restaurant to differentiate from other Japanese restaurants. The brand prides itself in providing the best dining experience for all, with additive-free foods and well-balanced dishes. The signature style of cooking includes the use of special charcoal for grilling. The rice absorbs minerals from the charcoal, and the infrared particles emitted during the cooking process help make the rice sticky.

In 2012, one new Ootoya was opened at Mega Bangna shopping complex, taking the total to 36 restaurants, all in prime locations in Bangkok. Ootoya operates three types of business model: Ootoya Gohandokoro is full

is a kiosk for take-away.

After eight years of success in Thailand, having been established on 2005, Ootoya is stepping into the delivery business, delivering to the Bangkok area through CRG’s Central number 02-6633888. Ootoya is also continuing to develop authentic menus to serve Japanese food lovers under the philosophy of “Taste the Freshest Japanese Foods in Japanese Mom-Made Style”.

OOTOYA


CONTENTS

BUSINESS DEVELOPMENT

The year 2012 was a bright one for Thailand’s retailing industry after the flooding crisis in 2011. Many government policies contributed to domestic spending which played an important role in supporting the economic recovery.

Even though the Retail and Wholesale Business Act still regulates the growth of modern mass retailers and has slowed down large-scale shopping mall expansions, there remained room for growth in 2012. The Act itself drove retailers towards further expansion in the increasingly popular small to medium-size retail outlet segment in 2012. New shopping malls with smaller models, friendlier concepts, and more impressive designs continued to be opened, aiming to maintain market share and keep up with modern Thai customers’ tastes and demands.

CRG enhanced its leadership in Thailand’s food services business in 2012 by having 677 stores across the country, as of December 31, 2012. CRG expanded its business into every type of retail developments: shopping malls department store, community malls, hypermarkets, Supermarkets, as well as stand-alone, Location. 74 new stores were opened countrywide across all brands in 2012. The continuing challenge for CRG lies in the consumer behaviour, which has become increasingly more difficult to understand and predict, due largely to the proliferate social media and changing lifestyles.

In anticipation of the ASEAN Economic Community in 2015, which is likely to create more demand for retail business, CRG is well prepared in expanding its businesses to support future demand. This was achieved by establishing new networks with Thailand’s main retail developers, who are gearing up for the opening of large-scale retail projects in other cities in Thailand, especially in border provinces where their people from neighboring countries are viewing Thailand as a shopping destination. These include cities such as Chiang Mai, Udon Thani, Songkhla (Hat Yai), Lam Pang, and Surat Thani.

Progress in 2013 and beyond will see an evolution in how retailers create value for consumers and shareholders. “One Store Fits All” is going out of style. Retailers will be segmented to meet the niche demands of consumers. The ASEAN Economic Community when it comes into effect will bring about huge changes in Thailand’s retail landscape, especially with new international retailers entering the market.

To cope with the change and more intense competition stirred up by new international players, CRG in particular has an aggressive expansion plan, including market expansion, and new customer outreach formats. Caution will be taken in selecting strategic locations to ensure the success of the business expansion, and good performance of the new brands launched. Implementation of CRG’s brands stands apart from other competitors, and exploring new avenues of growth will be considered.


CONTENTS

SUSTAINABLE DEVELOPMENT

Sustainable Development Values

Being a good, socially responsible corporate citizen is a vital part of the values of Centara Hotels & Resorts. We are committed to strive for sustainable business development with integrity and social responsibility, in conformity with UNESCO’s development policy and the government’s National Economic and Social Development Plan. Both give importance to the practice of social responsibility to ensure benefits be equitably shared between stakeholders including customers, shareholders, business partners, employees, surrounding communities, and philanthropic organisations, for a better society at large.

Sustainability Approach To ensure that our social responsibility management is in line with our sustainability visions and commitment, the company has established a sustainable approach that is detailed as follows:

1. Corporate social responsibility policy with clear objectives and detailed framework is clearly defined and implemented by the company’s chief executive officer and board of directors to ensure company-wide practice.

2. Corporate social responsibility committee is in charge of defining policy and operation guidelines for undertaking social activities as well as considering linkage and progress of operation plans. The achievement is then summarised and included in the company’s sustainability report presented to the Stock Exchange of Thailand.

3. Central committee for sustainable development comprises of management from relevant units including human resource, finance and accounting, maintenance, operation as well as corporate communications department to ensure operational standards meet or exceed local and international legislative environmental requirements.

4. Comprehensive company-wide communications ensure that every employee is fully aware of the sustainability policy and contributes through positive engagement.

5. Sustainable development and corporate social responsibility is publicised to solicit cooperation from the surrounding communities, business partners, shareholders, media, and charitable organisations.

6. Stakeholders’ benefits are taken care of by careful application of corporate social responsibility policy to ensure that the policy is effectively implemented and is truly beneficial to the stakeholders and communities at large.

The above approach is designed to drive Centara Hotels & Resorts to sustainable development under the management of Central Plaza Hotel Public Company Limited. The company, together with the Central Group, divides the basic sustainable development into four parts; namely Cultural Diversity, Social Equity, Environmental

elements with the strong belief that corporate responsibility towards our environment and our society is beneficial for the future of the country. This is done through a number of projects, which in 2012 included:

Central Cultural Project supports religion-related activities including the recent 2,600th Buddha Jayanti celebration to commemorate the 2,600th anniversary of Lord Buddha’s Enlightenment, held between May 31st and June 4th, 2012 at Wat Pathum Wanaram.

Hotel Business


CONTENTS

Central Development Project provides funding for the construction of several Thai schools and materials for classroom use, making them the community educational centres. In 2012, five schools were funded including Thongchai Wittaya School, Muang district, Lumpang; Baan Klong Sa School, Kanchandit district, Surat Thani; Baan Taak Dad School, Trakarnpeuchpon district, Ubon Rachathani; Baan Lae Po Dei Border Patrol School, Mae Wa Luang sub-district, Tha Song Yang district, Tak; and the Border Patrol School at Baan Nong Yai, Roong sub-district, Kantararak district, Sri Saket.

Central Health Care Project arranges monthly health check-up service at no cost for users at the Police Hospital.

Central Disaster Relief Project distributed 10,000 blankets to needy people in distressed areas and donated 2,600 survival bags to a number of organisations in 2012.

Central Community Development Programme: Sum Soong Model in Khon Kaen (three-year project) is a pilot project in cooperation with Central Group of Companies. Commencing in 2010, this community development programme has empowered many

local farmers. The programme helped a number of farmers cut the usual planting-to-harvest cycle from eight months down to four. The initiative also taught farmers to add organic vegetable crops during the usual non-growing season, providing a welcome source of income during a normally difficult time.

Mon Mai at Baan Hua Fai, Chonabot district and Baan Nong Ya Plong, Munjakiri district, Khon Kaen is a career development programme that provides funding to support local Thai silk weavers in terms of training, designing and colouring to ensure that production suits market demand. The programme also includes loans for the members.

Agriculture development programme with Som O Khao Yai in Samut Songkram, Nang Lae pineapple in Chiang Rai, Luempua sticky rice in Tak, Sang Yod rice in Pattaloong, and Khao Jib in Buriram is a three-year project that began in 2012. The programme helps farmers improve and increase agricultural produce by training and providing financial support as well as arranging for the packaging design, marketing, and distribution of the agricultural produce.

Aluminum ring pull caps

donation ceremony to the

Prostheses foundation of

HRH the Princess Mother


CONTENTS

Community Forest for Ecology Study at Mae Pok Forest, Lee district and Mae Ta Pa Pao Forest, Mae Ta district, Lumpoon is a three-year project in which Centara Hotels & Resorts, together with Central Group of Companies, provides financial assistance, training and raising awareness in natural resources

preservation to people in the community to ensure sustainable benefits towards the local communities. The support includes reforestation and transforming to a centre of ecology education, installation of water purifier to ensure hygienic drinking water supply, building of earthen houses for home-stay tourism development, and tourist guide training for people in the community, as well as learning to grow ecologically appropriate plants.

Besides the projects in coordination with the Central Group of Companies, Centara Hotels & Resorts has initiated a number of projects focusing on human resources development and reduction of environmental effects, which are keys to sustainable growth of both organisation and country.

Development of Human Resources Realising that people are the engine that drives business, supports national competitiveness and ultimately on the strength of the economy, Centara Hotels & Resorts continues placing emphasis the development of human resources through a variety of programmes and activities as outlined below:

Four Cs: Centara Career Creation for Children: This development programme was originally derived from the Youth Career Development Programme (YCDP). However, as a result of UNICEF’s discontinuation to grant support, the company decided to maintain this programme aiming to advocate sustainable careers amongst Thai youth. Later, the company launched the programme with partial financial support given by the Department of Skill Development. Upon the completion of the programme, students have been employed in different properties of Centara Hotels & Resorts. Up to the present, more than 160 students from the programme are full-time staff at different properties within Centara Hotels & Resorts.

Memorandum of Understanding (MOU) with 36 universities in Thailand for the acceptance of interns. This is a crucial part of developing a new workforce through the establishment of a network with 36 universities and colleges, such as Sripatum University, Nakorn Phanom University, Ubon Rachathani

Centara Happy Memory for the

Kids of Klong Toey


CONTENTS

University, Songkhla Nakarin University, Sakon Nakorn Rajabhat University, Payup University, Kampaengphet Rajabhat University, Trat Technical College, and Chiang Mai Vocational College.

Acceptance of Overseas Trainees. Apart from local universities and colleges, the company has also accepted hospitality management students from prestigious institutes such as Glion Institute of Higher Education, Les Roches International School of Hotel Management, Switzerland, University of Stenden, The Netherlands, and Erasmus College of Hospitality, Belgium. The programme offers the students six months’ training in both front-of-the-house and back-of-the-house areas. A few participants in the programme became full-time staff at Centara Hotels & Resorts after training.

Management Development Programme (MDP) is a career development programme for potential hotel executives. In 2012, the company signed an agreement with Dhurakij Pandit University. The programme includes five-month course at Dhurakij Pandit University followed by two months of on-the-job training at selected properties of Centara Hotels & Resorts, finished with seven months training with Swiss College of Hospitality Management Lenk in Switzerland. Up to the present, 57 participants of the programme, including first-year participants, have worked at selected Centara Hotels & Resorts properties. Some participants who may not be able to go abroad for training but have high potential can join the Fast Track Development Programme, which offers six months of training in various departments, with comprehensive assessment. Upon completion of the programme, the participants will be promoted to

supervisors, assistant managers, or managers. Each year the programme is well attended, with more than 300 participants.

Standards for Good Practice in Human Resources and Training Projects ensure that Centara Hotels & Resorts properties in different locations operate under the same standards. Initiated in 2012 by the human resources department, each property will undergo comprehensive assessment and if any of them are not up to the standards they will be re-assessed until the standards are achieved.

Synergised Human Resources Projects is held in collaboration with other business units of Central Group of Companies. The first collaborative project is the establishment of a Career Training Centre at which certain generic training programmes are conducted for the participants from each business unit. Create Partnership Agreement with local and national government agencies, international organisations and companies throughout the supply chain helps strengthen environmental and sustainability practices on a wider scale. Centara’s partnership with ECPAT (End Child Prostitution, Child Pornography and Trafficking of Children for Sexual Purposes) reflects the company’s commitment to ending the commercial sexual exploitation of children. The company officially adopted the Code of Conduct for the Protection of Children from Sexual Exploitation in Travel and Tourism drawn up by ECPAT and the World Tourism Organisation and has established the principles for an active policy to combat child sex tourism. By signing up for this initiative, Centara is committed to training its employees and to boosting customer awareness on this important issue.

4 Cs : Centara Career Creation

for Children


CONTENTS

Managing Environmental Impacts

Centara Hotels & Resorts has been actively promoting environmental sustainability for many years with the aspiration of operating green hotels. The company encourages positive engagement among employees in reduction of energy use and protection of the environment. During the past year, the company has initiated many environment-related projects.

An energy-saving committee was set up at the corporate level to ensure that properties throughout the group control, monitor, and evaluate their energy usage and that state-of-the-art technologies are installed to reduce energy usage and protect the environment. Wastewater is treated and used within the hotels for functions such as air-conditioning and for watering the grounds, while solid wet waste is processed for biogas and organic fertiliser, and wastepaper and fabrics are recycled. Regular programmes are held for staff to encourage individual initiatives and to promote knowledge, while guests are given every opportunity to take part in various activities. Actions taken include:

Installation of solar water heaters and heat recovery system to use the warm air emission from air conditioners to heat water within the properties. This helps reduce energy usage and results in significant reduction of electricity costs;

Installation of energy saving light bulbs within the properties;

Ozone laundry system to replace the traditional laundry method. The wastewater requires no special treatment with chemical agents and can be reused for the hotels’ herbal plots;

Campaigning against usage of plastic and foam food containers and changing to ecologically friendly food containers;

Reduction of paper use by recycling and introducing e-document system;

Discontinuing use of plastic bags for laundry and newspaper distribution at all properties;

Boiling leftover soaps from guest rooms for washing the floor-cleaning mops;

Growing herbal plants and vegetables and attaching name tags of each plant both in Thai and English. This is not only an opportunity to showcase healthy local herbs and a source of healthy ingredients for cooking, but also serves as decoration in place of costly flowers;

Participating in local and international environmental organisations winning numerous in awards and certificates for conservation. This reflects the company’s consistent and continuing efforts to sustainably manage the environment. Awards and certificates received include Thailand Tourism Award for 10 consecutive years, EarthCheck Silver and Bronze status from the Pacific Asia Travel Association, the Green Leaf Smoke Free Hotel Certificate from the Green Leaf Foundation, ASEAN Green Hotel and Thai

. Companies all over the world have been playing an increasingly important role in sharing and promoting the principles of sustainability both within their organisations and their broader communities. More people have adapted their lifestyle in response to growing pressures on the environment and as a result their expectations and choices of travel destinations and experiences have also evolved. It is important for the company to be able to respond to customers’ environmental choices and changing expectations on responsible tourism.

Centara Hotels & Resorts has therefore advanced its commitment to protecting the environment by undertaking the benchmarking with EarthCheck, a leading international centre for scientific excellence in sustainable tourism, using programme aimed at reducing carbon footprint and ensuring the environmental sustainability for growth and development. Centara properties were assessed against these EarthCheck benchmarking indicators and checklists:

Greenhouse Gas Emissions

Energy Efficiency, Conservation and Management


CONTENTS

Management of Freshwater Resources

Ecosystems Conservation and Management

Management of Social and Cultural Issues

Land Use Planning and Management

Wastewater Management

Solid Waste Management

Management of Environmentally Harmful Substances

Ten Centara properties currently hold EarthCheck Bronze and Silver status and the company is on track to expand the achievement and upgrade to the higher status across all properties. The company’s commitment to reducing environmental impacts is total and well adopted throughout the organisation. Centara Hotels & Resorts also invites guests to participate in the programme by reducing the changing of towels and bed sheets, and making donations for environmental NGOs.

RESTAURANT BUSINESSDevelopment of Human Resources Central Restaurants Group’s human resource development programmes focus on functional trainings according to the specific needs for strategic business development and growth. The Career Path programme encourages store employees to progress in their career as part of the company’s employee development and retention policy. A number of functional training courses have been initiated to ensure positive engagement in corporate visions, missions, strategic plans and goals.

In addition, Central Restaurants Group (CRG) has established human resources development projects in collaboration with other business units within Central Group. The main purpose of the project is to raise awareness of the job opportunities available for internal employees whom the company expects to retain. It is crucial to build a happy and satisfying work environment, within the aim of making CRG the employer of choice among management and job seekers.

Development of Social and Communities

Being a good corporate citizen is one of CRG’s policies. CRG took part in one of the main social contribution activities of Central Group, the Hygienic Kitchen project, which was one of many projects initiated in 2012. The project is an important part of Central Group’s educational development programmes with the aim of enhancing quality of life for less-privileged students. Besides providing necessary crockery for needy schools, CRG campaigns on food safety, which is crucial to promote healthy eating. In 2012, the Hygienic Kitchen project has operated in three schools, namely Thongchai Wittaya, Lumpang; Klongsa School, Surat Thani; and Baan Tak Dad School in Ubon Ratchathani. Among these, two schools are maintaining these programmes through 2013.


CONTENTS

REPORT OF THE AUDIT COMMITTEE

To: Shareholders of CENTRAL PLAZA HOTEL plc. The Audit Committee of Central Plaza Hotel plc. consists of 4 Independent Directors, all of who possess

their responsibilities in full compliance with the Charter of the Audit Committee. Subsequent to the resignation of Mr. Vichate Tantiwanich as an Independent Director and Audit Committee member, the members of the Audit Committee were appointed by the resolution of the Company’s Board of Directors at the meeting held on May 14, 2012. Thus, the current Audit Committee comprises of Mr. Bhisit Kuslasayanon (acting as the Chairman), Dr. Chanvitaya Suvarnapunya, Mr. Vichien Tejapaibul, and Mr. Kanchit Bunajinda

Audit Committee meetings, with the exception of Mr. Bhisit Kuslasayanon and Mr. Vichien Tejapaibul both whom were absent for one meeting each due to other important commitments. These meetings were also attended by

respective agenda items being considered, by senior Corporate Management or senior Management of Subsidiary

to the Company’s operations. Details of all discussions and resolutions made at all these Audit Committee meetings were recorded and submitted to the Board of Directors for their information and consideration, which can be summarised as follows :

year 2012, as well as has discussed them with the external Auditors and the Management members responsible for their preparation. We have assessed their accuracy and full compliance to accepted accounting practices, and

together with any comments from the external Auditors before presenting them to Company’s Board of Directors for their consideration and approval. Moreover, the Audit Committee has also held a closed-door meeting with the external Auditors but without any member of the Company’s Management being present; whereby the external

as well as have always received full cooperation from the Management group

Financial Statements have been prepared and presented in a manner and process that are in accordance with generally accepted accounting standards and principles.

2. Internal Controls System

The Audit Committee, together with both the internal audit group and the external Auditors, has reviewed the Company’s internal controls system during each quarter of 2012. Based on the internal audit reports, the responsible executives have already corrected any issues in accordance with their recommendations. Also based

The Audit Committee has reviewed and approved the annual internal audit plans that are based on risk-based audit activities and focused on the current operations of the Group of Companies, the scope of which encompasses the various key operating procedures as well as associated key risks factors. Additionally, the Audit Committee has regularly commented and given recommendations on the techniques and know-how of being professional internal auditors, in order to continually improve and develop the internal audit functions of the Company.


CONTENTS

3. Compliance with the applicable securities laws and associated SET regulations

the Company Secretary, has reviewed that the Company’s operations are in accordance and fully comply with all the securities laws and associated SET regulations as well as any laws relating to the Company’s businesses. It has concluded that Company has properly and appropriately ensured that all its operational activities and dealings with external parties have fully complied with all the applicable legal and regulatory requirements

The Audit Committee has assessed and reviewed, on a quarterly basis, all business transactions involving any related parties and/or related companies. It has determined that the Company has used both prices or fees as well as applicable terms and conditions

such transactions in full accordance with the legal and regulatory requirements.

5. Risks Management Review

The Audit Committee, together with the Risk Management Committee (that consists of the Company’s senior Executives), has, on quarterly basis, continued to closely monitor the progress of the risks management activities,

of any situations involving high risks. It has concluded that the Company has appropriately monitored all risks in accordance with the risks

acceptable levels.

6. Appointment of external Auditors for the year 2013

During the past year, the Audit Committee has reviewed the performance of the external Auditors, taking

independence in making observations and recommendations, as well as the outputs from each auditor. We have found them all to be satisfactory and acceptable. Additionally, the Audit Committee has reviewed the appropriateness of the remuneration for the external Auditors. We, therefore, recommend that the Board of Directors submit, for consideration and approval at the Annual General Shareholders Meeting, the proposed appointment of Mrs.Nattaporn Phan-Udom (CPA No.3430), or Mr. Paiboon Tankoon (CPA No. 4298) or Miss Sakuna Yamsakul (CPA No.4906) from PricewaterhouseCoopers ABAS

audit fee of Baht 1,447,000 (one million, four hundred and forty-seven thousand). In summary, the Audit Committee is of the opinion that the Board of Directors and the responsible Executives of Central Plaza Hotel plc. are strongly committed to perform their duties, so that the Company can achieve its plans and targets, in a professional manner; that the external Auditors have carried out their responsibilities

complied to.

On behalf of Audit Committee

Mr. Bhisit KuslasayanonChairman, Audit Committee

February 11, 2013


CONTENTS

In 2012, the Nomination and Compensation Committee has performed its duties and responsibilities under its Charter by held four meetings, with a summary of the meetings as follows:

1. Directors and Shareholders’ meetings for their consideration and nomination to replace the directors retired by rotation in 2012.

2. Considering the 2012 compensation for the Board and its subcommittees, consisting of Audit Committee, Nomination and Compensation Committee and submitting it to the Board and Shareholders’ meeting for consideration and approval, taking into account their responsibilities and performance, compared within industry peers and the shareholders have approved it as proposed.

3. Considering the succession plan for the Company’s senior executives.

4. Considering the remuneration for senior executives.

5. Considering and giving opinion on human resource policies and work processes.

6.

7. Considering and reviewing duties and responsibilities, as well as performance under the Nomination and Compensation Committee Charter.

The Nomination and Compensation Committee has performed its assigned duties independently and properly

Dr. Chanvitaya SuvarnapunyaThe Nomination and Compensation

Committee Chairman

REPORT OF THE NOMINATION AND COMPENSATION COMMITTEE


CONTENTS

The Board of Directors of Central Plaza Hotel Public Company Limited (“the Company”) is responsible for the

policies pursued are deemed appropriate and applied consistently and conservation judgment and best estimate

statements.

The Board of Directors has appointed an audit committee comprising independent directors to provide effective

timely, to prevent fraud and materially irregular operations. The views of the Audit Committee are reported in the Committee’s report in this annual report.

In this regard, the Board of Directors is of an opinion that internal control systems of the Company are in

statement of the Company and its subsidiaries as at December 31, 2012.

REPORT OF THE BOARD OF DIRECTORS’ RESPONSIBILITIES FOR FINANCIAL STATEMENTS

The Board of Directors of Central Plaza Hotel Publi

policies pursued are deemed appropriate and applied c

Company Limited (“the Company”) is responsible for the

nsistently and conservation judgment and best estimate

ttee comprising independent directors to provide effective

s. The views of the Audit Committee are reported in the

Mr. Suthikiati ChirathivatChairman of the Board

Mr.Thirayuth Chirathivat


CONTENTS

AUDITOR’S REPORT

To the Shareholders and the Board of Directors of Central Plaza hotel Public Company Limited

Company Limited and its subsidiaries and of Central Plaza hotel Public Company Limited, which comprise the

Management’s Responsibility for the Financial Statements

with Thai Financial Reporting Standards, and for such internal control as management determines is necessary to

error.

Auditor’s Responsibility

accordance with Thai Standards on Auditing. Those standards require that I comply with ethical requirements and

material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the

assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of

the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made

Opinion

subsidiaries and of Central Plaza hotel Public Company Limited as at 31 December 2012, and its consolidated

Reporting Standards.

Nattaporn Phan-Udom

PricewaterhouseCoopers ABAS Ltd.Bangkok

21 February 2013

CENTRAL PLAZA HOTEL PUBLIC COMPANY LIMITED


CONTENTS

Y LIMITEDLIC COMPANY LIMITEDHOTEL PUBLIC COML PLAZA HOTEL PENTRAL PLAZA CENTRAL PCENTC

CCOCOCOON

Restated31 December 31 December 1 January 31 December 31 December

2012 2011 2011 2012 2011Notes Baht Baht Baht Baht Baht

Assets

Current assets

Cash and cash equivalents 7 356,281,149 315,941,985 299,352,113 20,053,882 6,000,448

Temporary investments 3,960,256 - - - -

Trade and other receivables 8 836,138,013 646,966,908 526,262,890 314,507,017 210,387,275

Short-term loans to others 150,094,840 - - - -

Short-term loans to related parties 33 - 167,495,000 167,495,000 464,850,000 430,650,000

Inventories 9 473,384,494 399,890,413 304,062,823 23,264,904 20,644,752

Other current assets 10 169,171,058 232,441,979 327,856,694 13,231,992 13,025,973

Total current assets 1,989,029,810 1,762,736,285 1,625,029,520 835,907,795 680,708,448

Non-current assets

Investments in subsidiaries 11 - - - 4,622,962,561 4,274,695,445

Investments in associates 11 842,131,542 884,000,020 921,664,308 805,204,788 805,204,788

Interests in joint ventures 11 82,319,796 351,268,126 157,666,297 60,000,000 240,000,000

Other long-term investments 552,407 311,280 327,205 - -

Long-term loans to related parties 33 157,000,000 96,213,375 93,511,025 3,740,700,000 4,061,600,000

Investment properties 12 491,387,587 507,628,676 500,395,143 315,582,530 328,502,347

Property, plant and equipment 13 19,191,653,595 13,320,034,444 12,563,276,109 5,860,037,630 4,789,811,145

Assets under financial lease agreement 14 2,796,267,301 2,955,925,532 3,111,119,922 - -

Goodwill 15 314,602,238 314,602,238 115,416,847 - -

Leasehold rights 16 876,087,576 416,540,368 480,352,132 84,991,440 156,610,721

Other intangible assets 17 318,962,710 341,447,753 107,454,717 36,666,088 43,218,378

Other non-current assets 18 697,187,685 732,879,227 761,692,315 18,550,285 119,791,773

Total non-current assets 25,768,152,437 19,920,851,039 18,812,876,020 15,544,695,322 14,819,434,597

Total assets 27,757,182,247 21,683,587,324 20,437,905,540 16,380,603,117 15,500,143,045

Restated1 January

2011Baht

42,100,200-

169,017,983-

1,414,500,00021,827,87950,443,338

1,697,889,400

4,211,489,748805,204,788240,000,000

-2,758,176,105

321,148,2444,528,634,615

--

224,528,58845,057,845

179,013,897

13,313,253,830

15,011,143,230

Statements of Financial PositionAs at 31 December 2012 and 2011 and 1 January 2011

Consolidated Company



CONTENTS

Statements of Financial Position (Cont’d)As at 31 December 2012 and 2011 and 1 January 2011



Liabilities and shareholders’ equity

Current liabilities

Bank overdrafts and short-term borrowings from financial institutions 19 2,599,441,615 1,917,865,027 1,124,691,676 2,407,315,474 1,698,331,463

Trade and other payables 20 1,851,401,392 1,592,495,717 1,197,174,637 221,441,753 367,287,174

Current portion of long-term borrowings from financial institutions 19 958,000,000 408,000,000 888,000,000 588,000,000 288,000,000Current portion of debentures 19 1,399,862,968 1,598,966,615 999,032,667 1,399,862,968 1,598,966,615

Current portion of equity of unit holder in property fund 19 62,000,000 62,000,000 62,000,000 - -Current portion of deferred income 281,917,223 175,506,485 125,142,509 96,654,027 89,835,580

Current portion of liability under consignment agreement 33 - - - 116,726,443 75,839,496

Short-term loans from others 19 61,065,935 - - - -

Short-term loans from related parties 33, 19 - 6,000,000 - 749,000,000 70,000,000

Provision of guarantee payment 21 56,188,542 88,917,402 90,580,000 28,189,791 44,609,861

Current portion of leasehold rights payable - 70,173,600 66,201,480 - 70,173,600Income tax payable 104,808,703 152,996,740 154,925,342 - -

Other current liabilities 22 468,549,215 449,820,186 514,247,448 181,242,623 189,151,464

Total current liabilities 7,843,235,593 6,522,741,772 5,221,995,759 5,788,433,079 4,492,195,253

Non-current liabilities

Long-term borrowings from financial institutions 19 5,143,150,930 2,718,000,000 2,226,000,000 1,430,000,000 2,018,000,000

Debentures 19 1,799,117,717 3,199,049,302 3,998,128,363 1,799,117,717 3,199,049,302

Equity of unit holder in property fund 19 31,000,000 93,000,000 155,000,000 - -

Deferred income 2,542,949,386 2,771,122,291 2,888,524,840 1,244,957,079 1,295,290,412

Liability under consignment agreement 33 - - - - 116,726,443

Provision of guarantee payment 21 - 15,796,620 28,582,103 - 7,924,505

Leasehold rights payable - - 70,173,600 - -

Employee benefit obligations 23 117,254,837 167,949,165 142,502,087 45,204,280 57,858,283

Provision for decommissioning 72,393,372 63,638,297 52,174,078 - -

Other non-current liabilities 149,257,858 83,650,370 18,247,279 30,471,168 49,983,060

Total non-current liabilities 9,855,124,100 9,112,206,045 9,579,332,350 4,549,750,244 6,744,832,005

Total liabilities 17,698,359,693 15,634,947,817 14,801,328,109 10,338,183,323 11,237,027,258

Restated1 January

2011Baht

1,111,929,924270,152,093

788,000,000999,032,667

-87,219,508

75,839,496-

821,500,00045,440,000

66,201,480-

164,328,626

4,429,643,794

696,000,0003,998,128,363

-1,345,623,745

192,565,93914,344,20370,173,60049,903,224

-14,198,187

6,380,937,261

10,810,581,055




CONTENTS

Statements of Financial Position (Cont’d)As at 31 December 2012 and 2011 and 1 January 2011

Liabilities and shareholders’ equity (Cont’d)

Shareholders’ equity

Share capital Authorised share capital 1,350,000,000 ordinary shares (2011: 1,580,800,000 shares) of Baht 1 each 24 1,350,000,000 1,580,800,000 1,580,800,000 1,350,000,000 1,580,800,000

Issued and paid-up share capital 1,350,000,000 ordinary shares of Baht 1 each 1,350,000,000 1,350,000,000 1,350,000,000 1,350,000,000 1,350,000,000

Premium on paid-up capital 970,000,000 970,000,000 970,000,000 970,000,000 970,000,000

Retained earningsAppropriated-Legal reserve 25 158,080,000 158,080,000 158,080,000 158,080,000 158,080,000

Unappropriated 3,147,628,281 1,769,362,067 1,286,477,049 2,357,235,586 1,784,247,495

Other components of equity 26 3,751,378,559 1,548,532,166 1,592,212,513 1,207,104,208 788,292

Equity attributable to owners of the parent 9,377,086,840 5,795,974,233 5,356,769,562 6,042,419,794 4,263,115,787

Non-controlling interests 681,735,714 252,665,274 279,807,869 - -

Total shareholders’ equity 10,058,822,554 6,048,639,507 5,636,577,431 6,042,419,794 4,263,115,787

Total liabilities and shareholders’ equity 27,757,182,247 21,683,587,324 20,437,905,540 16,380,603,117 15,500,143,045

1,580,800,000

1,350,000,000

970,000,000

158,080,0001,721,663,641

818,534

4,200,562,175-

4,200,562,175

15,011,143,230



Restated1 January

2011Baht




CONTENTS

Statements of Comprehensive IncomeFor the years ended 31 December 2012 and 2011

Revenues from hotel operations and related services 6,245,278,177 4,782,490,305 2,040,041,699

Revenues from food and beverage 8,258,555,903 6,495,316,863 -

Dividends received - - 524,581,217

Other income 27 876,567,869 296,422,671 645,767,189

15,380,401,949 11,574,229,839 3,210,390,105

29

Cost of sales - hotel operationsand rerated services 4,184,486,917 3,819,957,114 1,442,154,022

Cost of sales - food and beverage 4,485,237,346 3,162,968,437 -

Selling expenses 614,912,767 526,227,056 177,750,993

Administrative expenses 3,832,044,886 2,883,399,038 428,264,231

13,116,681,916 10,392,551,645 2,048,169,246

2,263,720,033 1,181,678,194 1,162,220,859

Joint ventures 30,509,355 39,240,685 -

Associates 28,579,354 38,742,008 -

59,088,709 77,982,693 -

2,322,808,742 1,259,660,887 1,162,220,859

Finance costs 28 (486,342,148) (414,072,559) (386,732,768)

1,836,466,594 845,588,328 775,488,091

Income tax expense (212,760,197) (255,100,320) -

1,623,706,397 590,488,008 775,488,091

Owners of the parent 1,580,766,214 550,385,018 775,488,091

Non-controlling interests 42,940,183 40,102,990 -

1,623,706,397 590,488,008 775,488,091

Basic earnings per share (Baht) 30 1.17 0.41 0.57

1,574,557,096-

386,932,568528,275,220

2,489,764,884

1,244,132,466-

155,666,892617,703,710

2,017,503,068

472,261,816

--

-

472,261,816(342,177,962)

130,083,854-

130,083,854

130,083,854-

130,083,854

0.10



CONTENTS

Statements of Comprehensive IncomeFor the years ended 31 December 2012 and 2011

Net profit for the year 1,623,706,397 590,488,008 775,488,091

Gain (loss) on remeasuring of available-for-sale investments 239,312 (15,925) -

Gains on asset revaluation 13 2,119,848,213 - 1,185,897,250

Share of other comprehensive income from investment 338,265,152 - -

Reclassification of revaluation of previously held interest in investments (267,558,478) - -

Actuarial gains 79,152,774 - 20,452,650

Exchange differences on translating financial statements (29,585,806) - -

Other comprehensive income (loss)for the year, net of income tax 2,240,361,167 (15,925) 1,206,349,900

3,864,067,564 590,472,083 1,981,837,991

Owners of the parent 3,826,335,088 550,369,093 1,981,837,991

Non-controlling interests 37,732,476 40,102,990 -

3,864,067,564 590,472,083 1,981,837,991

130,083,854

--

-

--

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CONTENTS

Profit before income tax for the year 1,836,466,594 845,588,328 775,488,091Adjustments:

Depreciation and amortisation 1,351,426,417 1,134,804,103 234,789,449Allowance for doubtful accounts 1,071,730 (1,281,646) (418,750)Finance costs 28 486,342,148 414,072,559 386,732,768Share of profit from investments in associates and interests in joint ventures (net from income tax) 11 (59,088,709) (77,982,693) -Dividends received - - (524,581,217)(Reversal of) allowance for inventory obsolescence (529,361) 1,106,957 (444,716)Realisation of deferred income (173,625,049) (221,146,162) (98,973,085)Gain on business acquisition (146,029,477) - -Gain on re-measuring to fair value of investments (312,138,587) - -Loss from guarantee provision 21 40,391,922 73,696,403 20,265,286Loss from discontinue branch 11,259,680 10,123,919 -Loss on disposals of plant and equipment 14,198,656 31,148,920 9,010,567Loss on investment - - -Unrealised gain on exchange rate 4,068,269 (2,702,350) -Provision for employee benefits 27,890,329 23,464,403 9,010,244Provision for decommissioning 8,755,075 1,533,963 -

3,090,459,637 2,232,426,704 810,878,637Changes in working capital

Trade and other receivables (89,585,845) (136,192,174) (103,700,992)Inventories (52,814,718) (96,934,544) (2,175,436)Other current assets 152,537,781 124,984,609 (206,019)Other non-current assets (19,465,192) (18,401,528) 85,995,428Trade and other payables 41,216,209 257,076,896 (107,256,389)Other current liabilities (92,761,520) (77,203,843) 2,121,422Deferred income 50,362,884 107,983,592 53,242,848Provision of guarantee payment (88,917,402) (88,144,483) (44,609,861)Other non-current liabilities (24,212,855) 82,452,919 17,321,057

Cash generated from operating activities 2,966,818,979 2,388,048,148 711,610,695Income tax paid (257,370,189) (234,545,038) -

Net cash flows from operating activities 2,709,448,790 2,153,503,110 711,610,695

130,083,854

216,376,6981,027,150

342,177,962

-(386,932,568)

-(130,168,005)

--

36,972,250-

14,854,142245,139,917

-7,955,060

-

477,486,460

(33,013,158)738,411

43,236,11880,256,13218,943,977

(39,352,724)82,450,744

(44,222,087)52,834,698

639,358,571-

639,358,571

Statements of Cash FlowsFor the years ended 31 December 2012 and 2011



CONTENTS

Loan payments received from related parties - - 2,257,000,000Loans made to related parties - - (1,970,300,000)Payment for additional investments in subsidiaries - - (187,687,120)Net cash payment for acquisition of investment

in subsidiaries (756,174,960) (761,807,564) -Cash received from decrease in share capital

of a subsidiary 12,156,987 - -Purchase of property, plant and equipment

software licenses (1,358,903,917) (1,524,844,126) (158,715,848)Dividends received from subsidiaries - - 353,648,075Dividends received from associates and

property funds 71,492,030 76,406,296 170,933,143Proceeds from redemption of investment in property funds - - 19,420,000Net changes in land deposit (4,574,528) 50,514,717 6,059,990Proceed from disposals of plant and equipment 8,818,262 - 2,572,797Cash received from account receivable from reciprocation

agreement under construction of hotel and hotel improvement 15,324,309 12,175,691 15,324,309

Net cash (used in) from investing activities (2,011,861,817) (2,147,554,986) 508,255,346

Net changes in short-term loans from financial institutions 710,000,000 793,173,352 750,000,000Interest paid (517,248,017) (409,532,947) (421,796,618)Dividends paid to owners of the Company (202,500,000) (67,500,000) (202,500,000)Dividends paid to non-controlling interests (50,594,458) (53,351,844) -Proceeds from loans from others 61,065,935 - -Proceeds from loans from related parties 33 - 6,000,000 1,426,500,000Repayments of loans from related parties 33 (6,000,000) - (747,500,000)Proceeds from debentures - 800,000,000 -Repayments of debentures (1,600,000,000) (1,000,000,000) (1,600,000,000)Proceeds from long-term borrowings 1,500,000,000 1,700,000,000 -Repayments of long-term borrowings (453,000,000) (1,688,000,000) (288,000,000)Equity of unit holders in property funds (62,000,000) (62,000,000) -Dividends paid to unit holders in property funds (8,547,857) (11,527,010) -Cash paid for liabilities under consignment agreement - - (81,500,000)

Net cash (used in) from financing activities (628,824,397) 7,261,551 (1,164,796,618)

68,762,576 13,209,675 55,069,423Cash and cash equivalents at the beginning of the year 228,076,958 214,867,283 (42,331,015)

296,839,534 228,076,958 12,738,408

1,992,926,105(2,312,500,000)

(879,000,000)

-

617,360,083

(508,069,863)214,068,156

172,864,412

19,420,00033,863,521

540,493

12,175,691

(636,351,402)

586,401,539(347,008,460)

(67,500,000)--

117,000,000(868,500,000)

800,000,000(1,000,000,000)

1,110,000,000(288,000,000)

--

(81,500,000)

(39,106,921)

(36,099,752)(6,231,263)

(42,331,015)

Statements of Cash Flows (Cont’d)For the years ended 31 December 2012 and 2011



CONTENTS

Statements of Cash Flows (Cont’d)For the years ended 31 December 2012 and 2011

Cash and cash equivalenst 356,241,444 315,941,985 20,053,882Bank overdrafts 19 (59,441,615) (87,865,027) (7,315,474)

296,799,829 228,076,958 12,738,408

Acquisition of property, plant and equipment, and software licenses by payable 304,999,425 293,703,618 19,453,516

Outstanding debts arising from leasehold rights - 70,173,600 -

6,000,448(48,331,463)

(42,331,015)

88,065,86870,173,600

Cash and cash equivalent



CONTENTS

Ownership interest (%) Type of Country of 31 December 31 December Name of the entity business incorporation 2012 2011 Direct subsidiaries Investment in subsidiaries

Central Samui Beach Resort Co., Ltd. Hotel Thailand 100.0 Central Karon Village Co., Ltd. Hotel Thailand 100.0

Central Krabi Bay Resort Co., Ltd. Hotel Thailand 100.0 Central Hua Hin Beach Resort Co., Ltd. Hotel Thailand 63.9

Central World Hotel Co., Ltd. Hotel Thailand 100.0

Central Koh Kood Hotel Co., Ltd. Hotel Thailand 100.0 Central Hotel Management Co., Ltd. Holding company Thailand 100.0 Central Restaurants Group Co., Ltd. Food and beverage Thailand 100.0

Triplenine Decor Co., Ltd. Not operate yet Thailand 100.0

Central Samui Hotel Management Co., Ltd. Hotel Thailand 100.0 Centara International Management Co., Ltd. Holding company Thailand 100.0 and hotel management

S.P. Realty Had Farang Resort Co., Ltd. Not operate yet Thailand 100.0 S.P. Realty Pattaya Beach Co., Ltd. Not operate yet Thailand 100.0

Cenvaree Healthy Spa Co., Ltd. Not operate yet Thailand 100.0 Central Bangkok Convention & Exhibition

Co., Ltd. Not operate yet Thailand 100.0 100.0 Centara International Management (Thailand) Co., Ltd. (Formerly known as Centara Thai Hotel Management Co., Ltd.) Hotel management Thailand 100.0 100.0 Karon Phuket Hotel Co., Ltd. Hotel Thailand 83.9* -

Cosi Hotels Co., Ltd. Not operate yet Thailand 100.0 -

Centara Import-Export Co., Ltd. Not operate yet Thailand 100.0 - Investment in property fund

Thai Pattana Fund 2 Property fund Thailand 23.9 23.9

1. General informationCentral Plaza Hotel Public Company Limited, (the “Company”) is a public limited company which is incorporated and domiciled in Thailand and is listed on the Stock Exchange of Thailand on 10 January

1695 Phaholyothin Road, Chatuchak, Bangkok, Thailand

For reporting purposes, the Company and its subsidiaries are referred to as the Group.

The principal businesses of the Company are in the hotel business. Details of the Company’s subsidiaries, associates and interests in joint ventures as at 31 December 2012 and 2011 are as follows:

Notes to the Consolidated and Company Financial StatementsFor the years ended 31 December 2012 and 2011



CONTENTS

1. General information (Cont’d)

The principal businesses of the Company are in the hotel business. Details of the Company’s subsidiaries, associates and interests in joint ventures as at 31 December 2012 and 2011 are as follows: (Cont’d)


Ownership interest (%) Type of Country of 31 December 31 December Name of the entity business incorporation 2012 2011 Indirect subsidiaries Investment in subsidiaries

Central Sukhontha Hotel Co., Ltd. Hotel Thailand 100.0 100.0 Central Samui Village Co., Ltd. Hotel Thailand 100.0 100.0

Central Mae Sot Hill Hotel Co., Ltd. Hotel Thailand 98.4 98.4

CRG Manufacturing Co., Ltd. Food and Thailand 100.0 100.0 beverage

Central Laundry Services Co., Ltd. Dormant Thailand 100.0 100.0 Company Centara Egypt for Hotels Management Co., Ltd. Dissolution Egypt - 100.0

CRG International Food Co., Ltd. Food and Thailand 100.0 100.0 beverage

S.P. Realty Lanta Beach Co., Ltd. Not operate yet Thailand 100.0 100.0

Centara Maldives Pvt. Ltd. Hotel Maldives 75.0 -

R.M.L. Leisure Pvt. Ltd. (Formerly known as Regent Maldives Pvt. Ltd.) Hotel Maldives 74.0 - Investment in associates and interests in joint ventures Centara Hotels & Resorts Leasehold Property Fund Property fund Thailand 25.3 25.3 R.M.L. Leisure Pvt. Ltd. (Formerly known as Regent Maldives Pvt. Ltd.) Hotel Maldives - 25.0 Karon Phuket Hotel Co., Ltd. Hotel Thailand -

Kata Phuket Hotel Co., Ltd. Hotel Thailand 50.0 50.0

Centara Maldives Pvt. Ltd. Hotel Maldives -

These Group consolidated financial statements were authorised for issue by the Board of Directors on 21 February 2013.



CONTENTS

2. Accounting policies

statements are set out below:

2.1 Basis of preparation

accepted accounting principles under the Accounting Act B.E. 2543, being those Thai Financial Reporting

of the Securities and Exchange Commission under the Securities and Exchange Act.

except revaluation of property, plant and equipment and some investments which are carried at fair value as disclosed in the accounting policies below.

requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies. The areas involving a higher degree




CONTENTS

2. Accounting policies (Cont’d)

2.1 Basis of preparation (Cont’d)


Consolidated As at 1 January 2011 As at 31 December 2011 Originally Originally stated Adjustment Restated stated Adjustment Restated Baht Baht Baht Baht Baht Baht Other current assets

Trade and other receivables , , 69,142,055 526,262,890 555,948,503 91,018,405 646,966,908 Receivables from related parties 69,142,055 (69,142,055) - 107,788,208 (107,788,208) - VAT receivable 280,411,634 (280,411,634) - 178,926,188 (178,926,188) - Other current assets 47,445,060 280,411,634 327,856,694 33,711,889 198,730,090 232,441,979

Non-current assets Other non-current assets 761,692,315 - 761,692,315 735,913,326 (3,034,099) 732,879,227

Current liabilities Trade and other payables 1,194,452,838 2,721,799 1,197,174,637 1,540,881,466 51,614,251 1,592,495,717 Current portion of deferred income , , - , , 121,272,529 54,233,956 175,506,485 Payables to related parties 2,721,799 (2,721,799) - 94,008 (94,008) - Income tax payable 154,925,342 - 154,925,342 157,602,308 (4,605,568) 152,996,740 Other current liabilities 514,247,448 - 514,247,448 540,145,729 (90,325,543) 449,820,186

Non-current liabilities Other non-current liabilities 18,247,279 - 18,247,279 94,473,458 (10,823,088) 83,650,370 Company As at 1 January 2011 As at 31 December 2011 Originally Originally stated Adjustment Restated stated Adjustment Restated Baht Baht Baht Baht Baht Baht

Other current assets Trade and other receivables 113,283,395 55,734,588 169,017,983 145,423,485 64,963,790 210,387,275

Receivables from related parties 55,734,588 (55,734,588) - 55,830,506 (55,830,506) - VAT receivable 42,311,408 (42,311,408) - - - - Other current assets 8,131,930 42,311,408 50,443,338 10,990,229 2,035,744 13,025,973 Non-current assets Other non-current assets 179,013,897 - 179,013,897 130,960,801 (11,169,028) 119,791,773 Current liabilities Trade and other payables 302,354,562 (32,202,469) 270,152,093 312,436,532 54,850,642 367,287,174 Current portion of deferred income 50,333,333 36,886,175 87,219,508 50,333,333 39,502,247 89,835,580 Payables to related parties 4,683,706 (4,683,706) - 71,179,499 (71,179,499) - Other current liabilities 164,328,626 - 164,328,626 201,501,765 (12,350,301) 189,151,464 Non-current liabilities Other non-current liabilities 14,198,187 - 14,198,187 60,806,149 (10,823,089) 49,983,060



CONTENTS


2.1 Basis of preparation (Cont’d)

With the effective of TAS 1 (Revised 2009) “Presentation of Financial Statements”, the Group presented

The effects of the statement of comprehensive income for the year ended 31 December 2011 are as follows;



Originally Originally stated Adjustment Restated stated Adjustment Restated Baht Baht Baht Baht Baht Baht Revenues

Revenues from hotel operations 2,556,818,244 2,225,672,061 4,782,490,305 794,448,878 780,108,218 1,574,557,096

Revenues from food and beverage 8,177,526,089 (1,682,209,226) 6,495,316,863 579,327,090 (579,327,090) -

Other operating income 428,850,306 (428,850,306) - 150,447,795 (150,447,795) -

Rental income 114,612,529 (114,612,529) - 50,333,333 (50,333,333) - Expenses

Cost of sales - hotel operations 488,287,270 3,331,669,844 3,819,957,114 149,462,078 1,094,670,388 1,244,132,466

Cost of sales - food and beverage 4,315,767,619 (1,152,799,182) 3,162,968,437 408,220,903 (408,220,903) -

Cost of sales - other operating income 319,966,413 (319,966,413) - 124,947,987 (124,947,987) -

Selling expenses - 526,227,056 526,227,056 - 155,666,892 155,666,892

Administrative expenses 2,762,901,410 120,497,628 2,883,399,038 534,260,234 83,443,476 617,703,710

Land and building rental expenses 336,264,608 (336,264,608) - 188,242,248 (188,242,248) -

Marketing expenses 526,227,056 (526,227,056) - 155,666,892 (155,666,892) -

Maintenance and energy expenses 517,612,403 (517,612,403) - 162,543,056 (162,543,056) -

Depreciation and amortisation expenses 1,005,027,237 (1,005,027,237) - 210,716,194 (210,716,194) -

Key management benefit expenses 46,801,226 (46,801,226) - 46,471,226 (46,471,226) -

Loss from guarantee provision 73,696,403 (73,696,403) - 36,972,250 (36,972,250) -



CONTENTS


to accounting standard

to accounting standard that are not yet effective and have not been early adopted by the Group:

Effective for the periods beginning on or after 1 January 2013

TAS 12 Income taxesTAS 20 Accounting for Government Grants and Disclosure of Government AssistanceTAS 21 (Revised 2009) The Effects of Changes in Foreign Exchange RatesTFRS 8 Operating Segments

TSIC 21 Income Taxes - Recovery of Revalued Non-Depreciable AssetsTSIC 25 Income Taxes - Changes in the Tax Status of an Entity or its Shareholders

TAS 12 deals only with taxes on income, comprising current and deferred tax. Current tax expense for a period is based on the taxable and deductible amounts that will be shown on the tax return for the cur-rent year. Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be paid to (recovered from) the taxation authorities, using the tax rates and tax laws that

accounting is based on the temporary differences between the tax base of an asset or liability and its

asset in accordance with TAS 16 shall be measured on the basis of the tax consequences that would follow from recovery of the carry amount of that asset through sale, regardless of the basis of measuring the carrying amount of that asset.

consequences related to transactions and events that result, in the same or different period, in a direct credit or charge to the recognised amount of equity or in amounts recognised in other comprehensive income. Those tax consequences shall be charged directly to equity or other comprehensive income, respectively.

The group is assessing the impact of deferred tax.

TAS 20 applies in accounting for, and in the disclosure of, government grants and in the disclosure of other forms of government assistance. Government grants are recognised when there is reasonable assurance that the entity will comply with conditions related to them and that the grants will be received.

related costs that they are intended to compensate. Grants related to assets are either offset against

position.

entity other than the requirement to operate in certain regions or industry sectors. Such grants shall therefore not be credited directly to shareholders’ interests.




CONTENTS

TAS 21 (revised 2009) requires an entity to determine its functional currency which is the currency of the primary economic environment in which the entity operates. Currency other than functional cur-rency of an entity is foreign currency. Foreign currency transactions are required to be translated into the functional currency using the exchange rates prevailing at the dates of the transaction. Foreign exchange gains and losses resulting from the settlement of such transactions and from translation at

or loss. The standard permits the presentation currency of a reporting entity to be any currencies.

from the presentation currency are translated in the presentation currency as follows: (a) assets and

and expenses are translated at the exchange rate at the date of the transactions; and (c) all resulting exchange differences are recognised in the statement of comprehensive income. The management is currently assessing the impact of applying this standard.

TFRS 8 requires a management approach under which segment information is presented on the same basis that used for internal reporting purpose as provided to the chief operating decision makers. The new standard will have an impact on disclosure.

The management is currently assessing the impact of applying these standards and interpretations.

Effective for the periods beginning on or after 1 January 2014

TFRIC 4 Determining whether an Arrangement contains a LeaseTFRIC 12 Service Concession ArrangementsTFRIC 13 Customer Loyalty ProgrammesTSIC 29 Service Concession Arrangements: Disclosure

TFRIC 4 requires the determination of whether an arrangement is or contains a lease to be based on the

to use the asset. The management is currently assessing the impact of TRIC 4.

TFRIC 12 deals with public-to-private service concession arrangements for the delivery of public ser-vices. It applies only to concession agreements where the use of the infrastructure is controlled by

terms of the concession agreement. When the operator builds infrastructure and has an unconditional

of the public service, that right is treated as an intangible asset. TFRIC 4 is not relevant to the Group’s operation.

(for example, loyalty points or free products), the arrangement is a multiple-element arrangement, and the consideration received or receivable from the customer is allocated between the components of the arrangement using fair values. The management is currently assessing the impact of applying this interpretation.

TSIC 29 contains disclosure requirements in respect of public-to-private service arrangements. TSIC 29 is not relevant to the Group’s operation.


to accounting standard (Cont’d)




CONTENTS



2.3 Group Accounting - Investments in subsidiaries and associates and interests in joint ventures

(1) Subsidiaries

Subsidiaries are all entities (including special purpose entities) over which the Group has the power

one-half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases.

The Group uses the acquisition method of accounting to account for business combinations. The consid-eration transferred for the acquisition of a subsidiary is the fair value of the assets transferred, the liabili-ties incurred and the equity interests issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Acquisition-related

assumed in a business combination are measured initially at their fair values at the acquisition date. On an acquisition-by-acquisition basis, the Group recognises any non-controlling interest in the acquiree either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s net assets.

changes in consideration arising from contingent consideration amendments. Cost also includes direct attributable costs of investment.

The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the fair value of

fair value of the net assets of the subsidiary acquired in the case of a bargain purchase, the difference

Intercompany transactions, balances and unrealised gains or loss on transactions between Group companies are eliminated. Unrealised losses are also eliminated. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.

(2) Transactions and non-controlling interests

The Group treats transactions with non-controlling interests as transactions with equity owners of the Group. For purchases from non-controlling interests, the difference between any consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary is recorded in equity. Gains or losses on disposals to non-controlling interests are also recorded in equity.

value is the initial carrying amount for the purposes of subsequently accounting for the retained interest

comprehensive income in respect of that entity are accounted for as if the Group had directly disposed of the related assets or liabilities.

proportionate share of the amounts previously recognised in other comprehensive income is reclassi-



CONTENTS



2.3 Group Accounting - Investments in subsidiaries and associates and interests in joint ventures (Cont’d)

(3) Associates and interests in joint ventures

accompanying a shareholding of between 20% and 50% of the voting rights. Investments in associates and interests in joint ventures are accounted for using the equity method of accounting and are initially

net of any accumulated impairment loss. See Note 2.14 for the impairment of assets including goodwill.

recognised in other comprehensive income. The cumulative post-acquisition movements are adjusted against the carrying amount of the investment. When the Group’s share of losses in an associate and joint venture equals or exceeds its interest in the associate, including any other unsecured receivables, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the associate and joint venture.

Unrealised gains on transactions between the Group and its associates and joint ventures are eliminated to the extent of the Group’s interest in the associates and joint ventures. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Accounting policies of associates have been changed where necessary to ensure consistency with the policies adopted by the Group. Dilution gains and losses arising in investments in associates are

are accounted for using the cost method.

A list of the Group’s principal associates and joint ventures is set out in Note 11. The effects acquisitions and disposals of associates are shown in Note 32.

2.4 Foreign currency translation

Foreign currency transactions are translated into Thai Baht using the exchange rates prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currency are translated to

resulting from the settlement of foreign currency transactions, and from the translation of monetary

Group’s reporting currency at the weighted average exchange rates for the year and statement of

translation differences arising from the retranslation of the net investment in foreign entities are taken to shareholders’ equity. On disposal of a foreign entity, accumulated exchange differences are recognised in the statement of comprehensive income as part of the gain or loss on sale.



CONTENTS



2.5 Cash and cash equivalents

hand, deposits held at call with banks, other short-term highly liquid investments with original maturities

position, bank overdrafts are shown within borrowings in current liabilities.

2.6 Trade accounts receivable

Trade accounts receivable are carried at the original invoice amount and subsequently measured at the remaining amount less any allowance for doubtful receivables based on a review of all outstanding amounts at the year-end. The amount of the allowance is the difference between the carrying amount of the receivable and the amount expected to be collectible. Bad debts are written-off during the year in

2.7 Inventories

-ucts and by the moving average method for a subsidiary engaged in the manufacturing and sale of ice-cream products. The cost of purchase comprises both the purchase price and costs directly attributable to the acquisition of the inventory, such as import duties and transportation charges, less all attributable

costs, raw materials, direct labour, other direct costs and related production overheads based on normal operating capacity. It excludes borrowing costs. Net realisable value is the estimate of the selling price in the ordinary course of business, less applicable variable selling expenses. Allowance is made, where necessary, for obsolete, slow-moving and defective inventories.

2.8 Investments

Investments other than investments in subsidiaries, associates and interests in joint ventures are clas-

-

its investments at the time of the purchase and re-evaluates such designation on a regular basis.

1. -

2.

3.

non-current assets unless management has expressed the intention of holding the investment for

to raise operating capital, in which case they are included in current assets.

4.

All categories of investment are initially recognised at cost, which is equal to the fair value of consideration paid plus transaction cost.



CONTENTS



2.8 Investments (Cont’d)

Trading investments and available for sale investments are subsequently measured at fair value. The -

cial position date by reference to the Stock Exchange of Thailand. The unrealised gains and losses of trading investments are recognised in income statement. The unrealised gains and losses of available for sale investments are recognised in equity.

Held-to-maturity investments are carried at amortised cost using the effective yield method less impair-ment loss.

General investments are carried at cost less impairment loss.

A test for impairment is carried out when there is a factor indicating that an investment might be im-paired. If the carrying value of the investment is higher than its recoverable amount, impairment loss is charged to the income statement.

On disposal of an investment, the difference between the net disposal proceeds and the carrying amount -

lar investment in debt or equity securities, the carrying amount of the disposed part is determined by the weight average carrying amount of the total holding of the investment.

2.9 Investment Property

Property that is held for long-term rental yields or for capital appreciation or both, and that is not occupied

also includes property that is being constructed or developed for future use as investment property.

Investment property is measured initially at its cost, including related transaction costs and borrowing costs. Borrowing costs are incurred for the purpose of acquiring, constructing or producing a qualifying investment property are capitalised as part of its cost. Borrowing costs are capitalised while acquisition or construction is actively underway and cease once the asset is substantially complete, or suspended if the development of the asset is suspended.

After initial recognition, investment property is carried at cost less any accumulated depreciation and any accumulated impairment losses.

Land is not depreciated. Depreciation on other investment properties is calculated using the straight line method to allocate their cost to their residual values over their estimated useful lives, as follows:

Buildings and building improvement 15 and 30 years

Subsequent expenditure is capitalised to the asset’s carrying amount only when it is probable that future

measured reliably. All other repairs and maintenance costs are expensed when incurred. When part of an investment property is replaced, the carrying amount of the replaced part is derecognised.



CONTENTS



2.10 Property, plant and equipment

agreement are shown at fair value, based on valuations by external independent valuers every 5 years, less subsequent depreciation for buildings. Any accumulated depreciation at the date of revaluation is eliminated against the gross carrying amount of the asset, and the net amount is restated to the reval-ued amount of the asset. All other property, plant and equipment are stated at historical cost less accu-mulated depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the items.

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as

the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is

in which they are incurred.

Increases in the carrying amount arising on revaluation of land and building are credited to statement of comprehensive income and shown as gain on asset revaluation in shareholders’ equity. Decreases that offset previous increases of the same asset are charged in other comprehensive income and debited

Each year, the difference between depreciation based on the revalued carrying amount of the asset

asset revaluation’ to retained earnings.

Land is not depreciated. Depreciation on other assets is calculated using the straight line method to allocate their cost (or the revalued amount) to their residual values over their estimated useful lives, as follows:

Land improvements 10 - 15 years

Buildings and improvements 10 - 50 years

Machinery and equipment 5 - 30 years

Vehicles 7 - 10 years

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.

The asset’s carrying amount is written-down immediately to its recoverable amount if the asset’s carry-ing amount is greater than its estimated recoverable amount (note 2.14).

Gains or losses on disposals are determined by comparing the proceeds with the carrying amount and

When revalued assets are sold, the amounts included in gain on asset revaluation are transferred to retained earnings.



CONTENTS



2.11 Goodwill

Goodwill represents the excess of the cost of an acquisition over the fair value of the Group’s share of

Goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. Impairment losses on goodwill are not reversed. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.

Goodwill is allocated to cash-generating units for the purpose of impairment testing. The allocation is

2.12 Leasehold right

Leasehold right is prepaid rental expense that is capitalised and amortised using the straight-line method over the lease period. Leasehold right is not re-valued. The carrying amount of leasehold right is reviewed annually for impairment where it is considered necessary.

2.13 Intangible assets

License agreements

Expenditure on acquired patents, trademarks and licences relating to restaurant franchises is capitalised and amortised using the straight-line method over the related agreement periods, generally over 10 years. The intangible assets are not revalued. The carrying amount of intangible asset is reviewed an-nually and adjusted for impairment where it is considered necessary.

Computer software

Acquired computer software licences are capitalised on the basis of the costs incurred to acquire and

10 years.

Costs associated with maintaining computer software programmes are recognised as an expense as

unique software products controlled by the Group are recognised as intangible assets when the follow-ing criteria are met:

it is technically feasible to complete the software product so that it will be available for use;

management intends to complete the software product and use or sell it;

there is an ability to use or sell the software product;

the software product are available; and

the expenditure attributable to the software product during its development can be reliably measured.



CONTENTS



2.14 Impairment of assets

tested annually for impairment. Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the carrying amount of the assets exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest level for

an impairment are reviewed for possible reversal of the impairment at each reporting date.

2.15 Leases

Leases - Where a Group company is the lessee

The Group leases certain property, plant and equipment. Leases of property, plant or equipment where

Finance leases are capitalised at the inception of the lease at the lower of the fair value of the leased property and the present value of the minimum lease payments.

loss over the lease period so as to achieve a constant periodic rate of interest on the remaining balance -

ated over the shorter period of the useful life of the asset and the lease term.

Leases - Where a Group company is the lessor

-nised as a receivable. The difference between the gross receivable and the present value of the receiv-

recognised over the lease term.

Assets leased out under operating leases are included in property, plant and equipment in the statement

other similar property, plant and equipment owned by the Group. Rental income (net of any incentives given to lessees) is recognised on a straight-line basis over the lease term.

2.16 Borrowings

Borrowings are recognised initially at the fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost; any difference between proceeds (net of transaction costs) and

yield method.

-tlement of the liability for at least 12 months after the end of reporting date.



CONTENTS



age, years of service and compensation.

liability.

In this case, the past-service costs are amortised on a straight-line basis over the vesting period.

Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to equity in other comprehensive income in the period in which they arise.

pension insurance plans on a mandatory, contractual or voluntary basis. The Group has no fur-ther payment obligations once the contributions have been paid. The contributions are recognised

the extent that a cash refund or a reduction in the future payments is available.

2.18 Provisions

of resources will be required to settle the obligation, and a reliable estimate of the amount can be made. Where the Group expects a provision to be reimbursed, the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain.

2.19 Current and deferred income taxes

The Group does not recognise income taxes payable or receivable in future periods with respect to tem-porary differences arising between the tax bases of assets and liabilities and their carrying amounts in

and equipment, revaluations of certain non-current assets and of derivative contracts, provisions for pen-

on the difference between the fair values of the net assets acquired and their tax base.



CONTENTS



2.20 Share Capital

Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

Where any Group company purchases the Company’s equity share capital (treasury shares), the con-sideration paid, including any directly attributable incremental costs (net of income taxes) is deducted from equity attributable to the company’ s equity holders until the shares are cancelled or reissued. Where such shares are subsequently reissued, any consideration received, net of any directly attribut-able incremental transact costs and the related income tax effects, is included in equity attributable to the company’s equity holders.

2.21 Revenue recognition

Hotel revenues from rooms, food and beverage and other services are recognised when the rooms are occupied, food and beverage are sold and the services are rendered.

Revenues from quick service restaurant business are recognised when food and beverage are sold to the customers.

Revenue from investments comprises rental income from investment properties and dividend and inter-est income from investments and bank deposits.

Rental income from investment property is recognised in the statement of income on a straight-line ba-sis over the term of the lease. Lease incentives granted are recognised as an integral part of the total rental income. Contingent rentals are recognised as income in the accounting period in which they are earned.

Dividend income is recognised in the statement of income on the date the Group’s/Company’s right to receive payments is established.

Interest income is recognised in the statement of income as it accrues.

2.22 Dividend distribution

statements in the period in which the dividends are approved by the Company’s shareholders.



CONTENTS


3. Financial risk management

3.1 Financial risk factors

Interest rate risk

interest rates. All interest rate derivative transactions are subject to approval by the Finance Director

interest rate swap. Under the interest rate swaps, The Group agrees with the other parties to exchange,

interest amounts calculated by reference to the agreed notional principal amounts. Any differential to be paid or received on an interest rate swap agreement is recognised as a component of interest revenue or expense over the period of the agreement. Gains and losses on early termination of interest rate

Foreign exchange risk

The Group has two investments in foreign subsidiaries, whose net assets are exposed to currency trans-lation risk. However, the Group does not enters into forward exchange contract to hedge the foreign currency exposure of its subsidiaries.

Interest rate swap agreements protect the Group from movements in interest rates. Any differential to be paid or received on an interest rate swap agreement is recognised as a component of interest revenue or expense over the period of the agreement. Gains and losses on early termination of interest rate

4. Critical accounting estimates and assumptions

The Group makes estimates and assumptions concerning the future. The resulting accounting esti-

(a) Estimated impairment of goodwill

The Group tests annually whether goodwill has suffered any impairment, in accordance with the ac-



CONTENTS


counting policy stated in Note 2.14. The recoverable amounts of cash-generating units have been de-termined based on value-in-use calculations. These calculations require the use of estimates.

4. Critical accounting estimates and assumptions (Cont’d)

The present value of the pension obligations depends on a number of factors that are determined on an actuarial basis using a number of assumptions. The assumptions used in determining the net cost (income) for pensions include the discount rate. Any changes in these assumptions will have an impact on the carrying amount of pension obligations.

The Group determines the appropriate discount rate at the end of each year. This is the interest rate

required to settle the pension obligations. In determining the appropriate discount rate, the Group con-

will be paid, and that have terms to maturity approximating the terms of the related pension liability.

Other key assumptions for pension obligations are based in part on current market conditions. Additional information is disclosed in Note 23.

5. Capital risk management

The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a

maintain an optimal capital structure to reduce the cost of capital.

In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares, or sell assets to reduce debt.

6. Segment information

Segment information Segment reporting is presented in respect of the Group’s business segments. The primary format, business segments, is based on the Group’s and its subsidiaries’ management and internal reporting structure.

Inter-segment pricing is determined on mutually agreed terms.

Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items mainly comprise interest or dividend-earning assets and revenue, interest-bearing loans, borrowings and expenses, and corporate assets and expenses.

6.1 Financial information by business segments

The Company and its subsidiaries comprise the following main business segments:

Segment 1 Hotel

Segment 2 Food and ice-cream

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0



CONTENTS


6. Segment information (Cout’d)

6.2 Financial information by business segments

The Group’s business segments are managed on a worldwide basis and, they operate in main geographical areas as follows:

Thailand is the home country of the parent company which is also the main operating. The areas of op-eration are principally hotel operations, food and beverage operations, manufacturing and management operations.

Republic of Maldives - The main activities are hotel operation and spa.

The average effective interest rate of deposits with banks was 0.8% to 2.1% per annum (2011: 0.5% to 1.5% per annum).

8. Trade and other receivables

7. Cash and cash equivalents

Million Baht

Revenues Segment results Total assets

2012 2011 2012 2011 2012 2011

Thailand ,31 11,574 1,6 6 590 2 ,658 21,684

Maldives 70 - (41) - 2,972 -

Eliminated (1) - (1) - (873) - 15,3 11,574 1,624 590 2 ,757 21,684

q Consolidated Company 2012 2011 2012 2011 Baht Baht Baht Baht Cash on hand 56,895,096 49,396,839 1,826,400 2,305,500 Cash at bank ,390,740 186,545,146 18,227,482 3,694,948 Short-term investment less than 3 months 2,995,313 - - -

Bill of exchange - 80,000,000 - - 356,281,149 315,941,985 20,053,882 6,000,448

467,618,108 267,721,126 104,993,004 68,257,357

(3,824,331) (2,752,601) (651,700) (1,070,450)

463,793,777 264,968,525 104,341,304 67,186,907 85,988,549 47,017,744 25,416,766 41,446,635

, , 30,329,961 - - 11,000,636 53,066,423 - -

179,513,485 143,796,047 13,161,677 45,230,634

63,531,938 107,788,208 171,587,270 56,523,099

836,138,013 646,966,908 314,507,017 210,387,275

Consolidated Company 2012 2011 2012 2011 Baht Baht Baht Baht

Trade receivables - gross Less Provision for impairment of trade receivables Trade receivables - net Prepaid expensesAdvance to suppliersAccrued incomeOther receivablesReceivables from related parties

(Note 33)



CONTENTS


8. Trade and other receivables (Cout’d)

Outstanding trade accounts receivable as at 31 December can be analysed as follows:

9. Inventories

10. Other current assets

The cost of food and beverage which is recognised as an expense and included in ‘cost of sales’ for the year ended 31 December 2012 amounted to Baht 3,815 million (2011: Baht 2,992 million).

Consolidated Company 2012 2011 2012 2011

Baht Baht Baht Baht Within credit terms 328,051,340 203,258,080 73,144,326 56,876,760 Overdue: Less than 3 months 86,791,582 36,795,363 24,135,557 7,633,470 3 6 months 37,152,318 11,299,567 5,233,826 1,722,302 6 - 12 months 3,075,568 7,058,139 771,875 781,875 Over 12 months 12,547,300 9,309,977 1,707,420 1,242,950

467,618,108 267,721,126 104,993,004 68,257,357 Less Provision for impairment of trade receivables (3,824,331) (2,752,601) (651,700) (1,070,450) 463,793,777 264,968,525 104,341,304 67,186,907

Consolidated Company 2012 2011 2012 2011 Baht Baht Baht Baht Food and beverage 56,986,826 45,600,844 14,125,358 13,211,530 Raw materials 328,625,537 294,333,408 - - Work in process 1,784,510 1,821,560 - - Finished goods 5,451,171 287,492 - - Operating supplies 68,987,899 51,192,908 7,205,020 5,454,765 Others 14,846,601 10,481,612 1,934,526 2,423,173 476,682,544 403,717,824 23,264,904 21,089,468 Less Allowance for obsolete stock 3,298,050 3,827,411 - 444,716 473,384,494 399,890,413 23,264,904 20,644,752

Consolidated Company 2012 2011 2012 2011 Baht Baht Baht Baht Withholding income tax and input tax receivable 98,415,813 111,639,665 12,580,372 11,169,025 Undue input tax 1,295,845 2,235,633 651,620 1,856,948 Retentions 14,062,057 48,091,285 - - Office supplies 13,674,311 30,329,961 - - Others 41,723,032 40,145,435 - - 169,171,058 232,441,979 13,231,992 13,025,973



CONTENTS


11. Investments in subsidiaries, associates and interests in joint ventures

a) Investments in subsidiaries

On 23 August 2012, the Company invested in Cosi Hotels Co., Ltd. Consisting of 300,000 ordinary shares with a par value of Baht 100 per share (call-up of Baht 25 per share), totalling Baht 7.5 million. Total invested shares represent 100% ownership. The Company paid for share capital on 23 August 2012.

On 19 September 2012, the Company invested in Centara Import-Export Co., Ltd. Consisting of 100,000 ordinary shares with a par value of Baht 10 per share (call-up of Baht 10 per share), totalling Baht 1.0 million. Total invested shares represent 100% ownership. The Company paid for share capital on 19 October 2012.

On 9 March 2011, Central Hotel Management Co., Ltd. registered with the Ministry of Commerce to de-crease in authorised share capital of 7,500,000 shares with a par value of Baht 100 per share, totalling Baht 750 million.

On 16 March 2011, Central Karon Village Co., Ltd. registered with the Ministry of Commerce to decrease authorised share capital of 1,125,000 shares, with a par value of Baht 100 per share, totalling Baht 112.5 million.

On 25 August 2011, Central World Hotel Co., Ltd. registered additional ordinary shares from 10,000,000 shares to 20,000,000 shares, with a par value of Baht 100 per share, (call-up of 80 percent of additional shares), totalling Baht 800 million. Total invested shares represent 100% ownership. The Company paid for share capital on 25 August 2011.

On 13 October 2011, S.P. Realty Had Farang Resort Co., Ltd. has called-up additional shares of 885,000 shares with a par value of Baht 100 per share, at call-up of Baht 75 per share, totalling Baht 66.3 mil-lion. Total invested shares represent 100% ownership. The Company has recorded as account payable amount due for the share subscription as at 31 December 2011.

On 18 October 2011, Triplenine Decor Co., Ltd. registered additional ordinary shares of 800,000 shares, with a par value of Baht 100 per share (fully call-up). The Company had invested in these additional shares, amounting to Baht 79 million. Total invested shares represent 100% ownership.

On 26 October 2011, the Company sold its investment in S.P. Realty Lanta Beach Co., Ltd. to Central Krabi Bay Resort Co., Ltd. consisting of 10,000 shares with par value of Baht 100 per share (call-up 25 Baht per share), amounting to Baht 0.25 million.

Company 2012 2011

Baht Baht Subsidiaries At 1 January 4,274,695,445 , , ,

8,500,000 945,375,000 Disposals (250,000)Decrease shares capital of subsidiaries (862,499,303)Transfer from interests in joint ventures (Note 11 b) 359,187,116 -Proceeds from redemption of property funds (19,420,000) (19,420,000) At 31 December , , , 1 4,274,695,445

Additional Investment



CONTENTS



a) Investments in subsidiaries (Cont’d)

shares of subsidiaries and units in property funds as follows:

* By direct and indirect shareholding

Company

Country of % Ownership

interest

Voting power from (if different

ownership interest) incorporation 2012 2011 2012 2011 Subsidiaries Central Samui Beach Resort. Co., Ltd. Thailand - - Central Karon Village Co., Ltd. Thailand - - Central Krabi Bay Resort Co., Ltd. Thailand - - Central Hua Hin Beach Resort Co., Ltd. Thailand 63.9 63.9 - - Central World Hotel Co., Ltd. Thailand - -

Central Koh Kood Hotel Co., Ltd. Thailand - - Central Hotel Management Co., Ltd. Thailand - - Central Restaurants Group Co., Ltd. Thailand - - Triplenine Decor Co., Ltd. Thailand - - Central Samui Hotel Management Co., Ltd. Thailand - - Centara International Management Co., Ltd. Thailand - - S.P. Realty Had Farang Resort Co., Ltd. Thailand - - S.P. Realty Pattaya Beach Co., Ltd. Thailand - - Cenvaree Healthy Spa Co., Ltd. Thailand

Central Bangkok Convention & Exhibition Co., Ltd. Thailand - -

Centara International Management (Thailand) Co., Ltd. Thailand - - Karon Phuket Hotel Co., Ltd. Thailand * - - - Cosi Hotels Co., Ltd. Thailand - - Centara Import-Export Co., Ltd. Thailand - - Property funds Thai Pattana Fund 2 Thailand 9 9 100.0 100.0



CONTENTS



b) Investments in associates and interests in joint ventures


At 1 January 1,235,268,146 1,079,330,605 1,045,204,788 ,045,204,788 Share of net profit of investments in associates - equity method 59,088,709 77,982,693 - - Shared of other comprehensive income of investment 70,706,677 - - - Additional investment 756,174,960 154,361,144 179,187,116 - Remeasuring of investments to fair value 312,138,587 - - - Change/transfer to investment

in subsidiaries (Note 11 a) (1,437,433,711) - (359,187,116) - Dividend received (71,492,030) (76,406,296) - - At 31 December 924,451,338 1,235,268,146 865,204,788 1,045,204,788

On 30 January 2012 and 28 March 2012, the Group additional paid for share capital of Centara Maldives Pvt. Ltd. consisting of 10,000,000 shares with a par value of USD 1 per share (additional call-up of USD 0.25 per share) totalling Baht 77.88 million (USD 2.5 million) and Baht 77.12 million (USD 2.5 million) respectively. Total invested shares represent 50% ownership.

On 27 February 2012, the Group additionally acquired the investment portion of 33.92%, (existing por-tion is 50.00%), totalling Baht 179.19 million of the share capital of Karon Phuket Hotel Co., Ltd. This made the Group increase the investment portion to 83.92%. The investment in Karon Phuket Hotel Co., Ltd. changed from “Interests in joint venture” to “Investment in subsidiary” at the date that the Group has control of this entity.

On 7 June 2012, the Group additionally acquired the investment portion of 25.00%, (existing direct por-tion is 50.00%) of the share capital of Centara Maldives Pvt. Ltd., totalling Baht 157.38 million (USD 5 million). This made the Group increase the investment portion to 75.00%. The investment in Centara Maldives Pvt. Ltd. changed from “Interests in joint venture” to “Investment in subsidiary” at the date that the Group has control of this entity.

On 3 December 2012, the Group additionally acquired the investment portion of 49.00%, (existing direct portion is 25.00%) of the share capital of R.M.L. Leisure Pvt. Ltd., totalling Baht 264.60 million (USD 8.6 million). This made the Group increase the investment portion to 74.00%. The investment in R.M.L. Leisure Pvt. Ltd. changed from “Investment in associate” to “Investment in subsidiary” at the date that the Group has control of this entity.

On 23 September 2011, the Group has invested in Centara Maldives Pvt. Ltd. consisting of 10,000,000 shares (Authorised share capital of 20,000,000 shares) with a par value of USD 1 per share (call-up of USD 0.5 per share) totalling Baht 154.4 million (USD 5 million). Total invested shares represent 50% ownership. The Company paid for share capital on 23rd and 28th September 2011.



CONTENTS



b) Investments in associates and interests in joint ventures (cout’d)

* By direct and indirect shareholding

Consolidated


interest


ownership interest) incorporation 2012 2011 2012 2011 Associates Centara Hotels & Resorts Leasehold Property Fund Thailand 25.3 25.3 R.M.L. Leisure Pvt. Ltd. Maldives - 25.0 Joint Ventures Kata Phuket Hotel Co., Ltd. Thailand 50.0 50.0 Karon Phuket Hotel Co., Ltd. Thailand - 50.0* - -Centara Maldives Pvt. Ltd. Maldives - 50.0 - - Company


interest


ownership interest) incorporation 2012 2011 2012 2011 Centara Hotels & Resorts Leasehold Property Fund Thailand 25.3 25.3 Joint Ventures Kata Phuket Hotel Co., Ltd. Thailand 50.0 50.0 Karon Phuket Hotel Co., Ltd. Thailand 50.0 50.0*



CONTENTS


12. Investment properties

Consolidated Company 2012 2011 2012 2011 Baht Baht Baht Baht As at 1 January Cost 643,284,205 618,100,232 367,489,498 347,384,498 Less Accumulated depreciation (135,655,529) (117,705,089) (38,987,151) (26,236,254) Net book amount 507,628,676 500,395,143 328,502,347 321,148,244 For the year ended 31 December Opening net book amount 507,628,676 500,395,143 328,502,347 321,148,244 Additions - 25,183,973 - 20,105,000 Depreciation (16,241,089) (17,950,440) (12,919,817) (12,750,897) Closing net book amount 491,387,587 507,628,676 315,582,530 328,502,347 As at 31 December Cost 643,284,205 643,284,205 367,489,498 367,489,498 Less Accumulated depreciation (151,896,618) (135,655,529) (51,906,968) (38,987,151) Net book amount 491,387,587 507,628,676 315,582,530 328,502,347 Fair value 3,643,000,000 3,643,000,000 1,673,671,200 1,673,671,200 Rental Income 114,612,529 114,612,529 50,333,333 50,333,333

Depreciation expenses of have been charged in the cost of sales and administration expenses.

As at 31 December 2012, investment properties at net book value of Baht 323.4 million (Company: Baht

on 8 May 2010 at open market values on an existing use basis. The appraised value was Baht 3,336 million (Company: Baht 1,673.7 million). The remainder of its investment properties at net book value of

-fessional valuers, on 21 December 2011 at open market values on an existing use basis. The appraised value was Baht 307 million. Total market value of investment properties as at 31 December 2012 were Baht 3,643 million.

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(1,5

10,2

27)

(140

,484

) (1

33,8

68)

(12,

061)

-

(21,

436)

-

(1,8

18,0

76)

Less

Pro

visi

on fo

r im

pairm

ent

- (4

90,8

02)

(30,

884,

194)

(8

9,20

7)

(686

,554

) (5

43,3

30)

- -

- (3

2,69

4,08

7)

C

losi

ng n

et b

ook

amou

nt

4,54

2,76

5,81

1 34

7,61

3,09

7 8,

959,

586,

609

2,20

0,82

5,94

0 98

7,80

5,11

3 32

2,99

3,48

6 80

4,05

9,47

0 70

,407

,520

95

5,59

6,54

9 19

,191

,653

,595

At 3

1 D

ecem

ber 2

012

Cos

t/Rev

alua

tion

4,54

2,76

5,81

1 55

1,76

8,60

3 11

,610

,291

,357

4,

308,

330,

578

2,28

0,54

7,78

8 32

7,33

6,31

9 92

1,38

6,47

7 19

8,70

4,14

7 95

5,59

6,54

9 25

,696

,727

,629

Less

Acc

umul

ated

dep

reci

atio

n -

(203

,664

,704

) (2

,619

,820

,554

) (2

,107

,415

,431

) (1

,292

,056

,121

) (3

,799

,503

) (1

17,3

27,0

07)

(128

,296

,627

) -

(6,4

72,3

79,9

47)

Less

Pro

visi

on fo

r im

pairm

ent

- (4

90,8

02)

(30,

884,

194)

(8

9,20

7)

(686

,554

) (5

43,3

30)

- -

- (3

2,69

4,08

7)

N

et b

ook

amou

nt

4,5

42,7

65,8

11

347,

613,

097

8,95

9,58

6,60

9 2

,200

,825

,940

98

7,80

5,11

3 32

2,99

3,48

6 80

4,05

9,47

0 70

,407

,520

95

5,59

6,54

9 19

,191

,653

,595

13. P

rope

rty,

pla

nt a

nd e

quip

men

t (C

out’d

)

CEN

TRA

L PL

AZA

HO

TEL

PUB

LIC

CO

MPA

NY

LIM

ITED

CE

NTR

AL

PLA

ZA H

OTE

L P

UB

LIC

CO

MPA

NY

LIM

ITE

D07

9

CO

NTE

NTS

Not

es to

the

Con

solid

ated

and

Com

pany

Fin

anci

al S

tate

men

tsFo

r the

yea

rs e

nded

31

Dec

embe

r 201

2 an

d 20

11

C

ompa

ny

Furn

iture

,

Bui

ldin

gs

Mac

hine

ry

fixtu

res

Hot

el

La

nd

and

and

and

offic

e op

erat

ing

Leas

ehol

d

Ass

ets

unde

r

Land

im

prov

emen

ts

impr

ovem

ents

eq

uipm

ent

equi

pmen

t eq

uipm

ent

impr

ovem

ents

Ve

hicl

es

cons

truc

tion

Tota

l B

aht

Bah

t B

aht

Bah

t B

aht

Bah

t B

aht

Bah

t B

aht

Bah

t

At 1

Jan

uary

201

1

Cos

/Rev

alua

tion

772,

116,

599

323,

890,

260

2,00

2,15

4,16

81,

015,

414,

105

329,

464,

359

99,5

66,0

5515

3,70

7,30

188

,977

,042

285,

175,

044

5,07

0,46

4,93

3

Less

Acc

umul

ated

dep

reci

atio

n -

(37,

806,

418)

(1

24,1

85,8

44)

(174

,604

,346

) (1

07,1

80,2

45)

- (2

3,02

2,48

1)

(75,

030,

984)

- (5

41,8

30,3

18)

N

et b

ook

amou

nt

772,

116,

599

286,

083,

842

1,87

7,96

8,32

484

0,80

9,75

9 22

2,28

4,11

4 99

,566

,055

13

0,68

4,82

0 13

,946

,058

285,

175,

044

4,52

8,63

4,61

5

Year

end

ed 3

1 D

ecem

ber 2

011

Ope

ning

net

boo

k am

ount

77

2,11

6,59

928

6,08

3,84

21,

877,

968,

324

840,

809,

759

222,

284,

114

99,5

66,0

55

130,

684,

820

13,9

46,0

5828

5,17

5,04

4 4,

528,

634,

615

Add

ition

s -

457,

900

17,6

89,8

00

10,3

19,6

03

12,8

32,2

90

7,94

3,39

3 42

,922

,720

10

,591

,066

39

7,12

9,91

3 49

9,88

6,68

5

Dis

posa

ls, n

et

- -

- (2

43,6

42)

(128

,102

) (9

,630

,252

) -

(922

,835

) -

(10,

924,

831)

Rec

lass

ifica

tion

- (6

7,10

0,28

4)

(13,

460,

420)

35

,444

,930

13

,678

,262

(8

39,3

24)

- -

- (3

2,27

6,83

6)

Tran

sfer

from

(to)

oth

er a

ccou

nts

- 2,

700,

000

- 17

,914

,970

79

,442

,931

92

4,04

0 31

9,97

7,78

5 -

(421

,872

,475

) (9

12,7

49)

Dep

reci

atio

n ch

arge

-

(23,

568,

088)

(2

9,54

2,24

1)

(69,

613,

138)

(3

3,66

8,16

2)

- (3

0,16

1,33

1)

(8,0

42,7

79)

- (1

94,5

95,7

39)

Clo

sing

net

boo

k am

ount

77

2,11

6,59

9 19

8,57

3,37

0 1,

852,

655,

463

834,

632,

482

294,

441,

333

97,9

63,9

12

463,

423,

994

15,5

71,5

10

260,

432,

482

4,78

9,81

1,14

5

At 3

1 D

ecem

ber 2

011

Cos

t/Rev

alua

tion

772,

116,

599

259,

947,

876

2,00

6,38

3,54

8 1,

078,

699,

500

430,

200,

167

97,9

63,9

12

516,

607,

806

88,6

45,0

87

260,

432,

482

5,51

0,99

6,97

7

Less

Acc

umul

ated

dep

reci

atio

n -

(61,

374,

506)

(1

53,7

28,0

85)

(244

,067

,018

) (1

35,7

58,8

34)

- (5

3,18

3,81

2)

(73,

073,

577)

-

(721

,185

,832

)

Net

boo

k am

ount

77

2,11

6,59

9 19

8,57

3,37

0 1,

852,

655,

463

834,

632,

482

294,

441,

333

97,9

63,9

12

463,

423,

994

15,5

71,5

10

260,

432,

482

4,78

9,81

1,14

5

13. P

rope

rty,

pla

nt a

nd e

quip

men

t (C

out’d

)

772,

116,

599

CEN

TRA

L PL

AZA

HO

TEL

PUB

LIC

CO

MPA

NY

LIM

ITED

AN

NU

AL

RE

PO

RT

2012

080

CO

NTE

NTS

C

ompa

ny

Furn

iture

,

Bui

ldin

gs

Mac

hine

ry

fixtu

res

Hot

el

La

nd

and

and

and

offic

e op

erat

ing

Leas

ehol

d

Ass

ets

unde

r

Land

im

prov

emen

ts

impr

ovem

ents

eq

uipm

ent

equi

pmen

t eq

uipm

ent

impr

ovem

ents

Ve

hicl

es

cons

truc

tion

Tota

l B

aht

Bah

t B

aht

Bah

t B

aht

Bah

t B

aht

Bah

t B

aht

Bah

t

Year

end

ed 3

1 D

ecem

ber 2

012

Ope

ning

net

boo

k am

ount

77

2,11

6,59

9 19

8,57

3,37

0 1,

852,

655,

463

834,

632,

482

294,

441,

333

97,9

63,9

12

463,

423,

994

15,5

71,5

10

260,

432,

482

4,78

9,81

1,14

5

Add

ition

s -

1,80

0,19

6 1,

640,

865

20,2

27,9

27

12,9

54,1

15

14,9

54,8

95

2,96

4,46

0 -

75,9

41,7

07

130,

484,

165

Dis

posa

ls, n

et

- -

- (1

,655

,487

) (3

79,8

83)

(8,6

22,9

22)

- (8

70,4

28)

- (1

1,52

8,72

0)

Rec

lass

ifica

tion

- (8

,623

,022

) 5,

396,

182

(7,0

45,0

07)

(691

,123

) 53

9,13

3 (2

46,9

49)

309,

421

(9,0

09,5

24)

(19,

370,

889)

Tran

sfer

from

(to)

oth

er a

ccou

nts

2,87

0,34

7 3,

785,

047

- 10

,826

,943

23

,472

,633

19

,750

27

0,95

5,87

2 1,

187,

710

(316

,816

,151

) (3

,697

,849

)

Dep

reci

atio

n ch

arge

-

(20,

874,

743)

(3

0,14

4,13

1)

(70,

426,

417)

(3

7,95

5,17

1)

- (5

0,26

3,04

2)

(1,8

93,9

68)

- (2

11,5

57,4

72)

Rev

alua

tion

surp

lus

529,

828,

695

27,7

09,2

09

628,

359,

346

- -

- -

- -

1,18

5,89

7,25

0

Clo

sing

net

boo

k am

ount

1,

304,

815,

641

202,

370,

057

2,45

7,90

7,72

5 78

6,56

0,44

1 29

1,84

1,90

4 10

4,85

4,76

8 68

6,83

4,33

5 14

,304

,245

10

,548

,514

5,

860,

037,

630

A

t 31

Dec

embe

r 201

2

C

ost/R

eval

uatio

n 1,

304,

815,

641

282,

192,

230

2,64

4,21

9,76

6 1,

097,

367,

657

460,

985,

086

104,

854,

768

790,

278,

538

84,1

87,7

71

10,5

48,5

14

6,77

9,44

9,97

1

Less

Acc

umul

ated

dep

reci

atio

n -

(79,

822,

173)

(1

86,3

12,0

41)

(310

,807

,216

) (1

69,1

43,1

82)

- (1

03,4

44,2

03)

(69,

883,

526)

-

(919

,412

,341

)

Net

boo

k am

ount

1,

304,

815,

641

202,

370,

057

2,45

7,90

7,72

5 78

6,56

0,44

1 29

1,84

1,90

4 10

4,85

4,76

8 68

6,83

4,33

5 14

,304

,245

10

,548

,514

5,

860,

037,

630

13. P

rope

rty,

pla

nt a

nd e

quip

men

t (C

out’d

)

Not

es to

the

Con

solid

ated

and

Com

pany

Fin

anci

al S

tate

men

tsFo

r the

yea

rs e

nded

31

Dec

embe

r 201

2 an

d 20

11



CONTENTSC

ON

TEN

TS

13. Property, plant and equipment (Cout’d)

At 31 December 2012, the Company and 3 subsidiaries mortgaged land, buildings and construction with carrying value of Baht 4,284 million (2011: Baht 3,933 million) as collateral for bank overdrafts and long

The land lease agreement for the Hua Hin Railway Hotel stipulates that hotel buildings and premises

the State Railway of Thailand.

The gross amount of fully depreciated property and equipment that was still in use as at 31 December 2012 and 2011 was the following:

Revaluation of assets

In December 2012, the Company and its four subsidiaries engaged an independent appraiser to appraise existing property, plant and equipment. Valuation methodologies applied are income approach. The increasing in revaluation surplus of the Company and subsidiaries approximately Baht 2,190.6 million (Company: Baht 1,185.9 million) has been charged to other comprehensive income (Note 26).

In the third quarter of 2008, eight subsidiaries engaged an independent appraiser to appraise existing property and equipment as at 31 August 2008, which included property and equipment which were previously appraised. The subsidiaries recorded property and equipment at the new appraisal value according to the appraisal report dated 31 August 2008.

The asset appraisal stated above, resulted in an increase in revaluation surplus of the Company and subsidiaries in consolidated balance sheet as at 31 August 2008 of approximately Baht 1,824 million. The revaluation surplus could not be used for dividend payment. Additionally, in the consolidated statement of comprehensive income, the Company and subsidiaries recorded net gain from appraisal and loss from impairment of asset of approximately Baht 3.1 million and Baht 15.2 million, respectively.

On 12 April 2011, the Federation of Accounting Profession (“FAP”) announced “Accounting Record on Revaluation” FAP announcement No. 18/2554 giving the Group two alternatives to be applied on depreciating revalued assets: (a) comply with the principle as stipulated in paragraph No. 38 of TAS No. 16 “Property, Plant and Equipment”, and depreciate the revalued sum or (b) comply with the cost method when revaluation is made and continue to depreciate the original cost only.

The Group adopted the alternative to comply with the cost method when revaluation is made. The effects of the above accounting treatment on the Group’s results for the years ended 31 December 2012

increase in earnings per share by Baht 0.03 per share and Baht 0.03 per share, respectively.


2012 2011 Baht Baht The Group 3,730,547,209 2,374,857,292 The Company 123,002,039 80,213,086



CONTENTS


must be transferred the rights on buildings and constructions thereon which CWH repair and mainte-nance or construct on the sub-lease land to the land owner, the Crown Property Bureau, at the date of those repair and maintenance or construction would be completed. According to the sub-lease land

following:

Consolidated Furniture, Buildings Machinery fixtures

Land and and and office improvements improvements equipment equipment Total

Baht Baht Baht Baht Baht At 1 January 2011 Cost 65,993,654 2,417,456,944 1,029,982,006 27,726,347 3,541,158,951 Less Accumulated depreciation (6,129,027) (267,076,543) (152,452,813) (4,380,646) (430,039,029) Net book amount 59,864,627 2,150,380,401 877,529,193 23,345,701 3,111,119,922 Year ended 31 December 2011 Opening net book amount 59,864,627 2,150,380,401 877,529,193 23,345,701 3,111,119,922 Additions - 3,630,074 - - 3,630,074 Transfer from other accounts - 775,803 - - 7 ,803 Depreciation charge (2,720,898) (97,926,385) (55,457,834) (3,495,150) (159, ,267) Closing net book amount 57,143,729 2,056,859,893 822,071,359 19,850,551 2,955,925,532 At 31 December 2011 Cost 65,993,654 2,421,862,821 1,029,982,006 27,726,347 3,545,564,828 Less Accumulated depreciation (8,849,925) (365,002,928) (207,910,647) (7,875,796) (589,639,296) Net book amount 57,143,729 2,056,859,893 822,071,359 19,850,551 2,955,925,532 Year ended 31 December 2012 Opening net book amount 57,143,729 2,056,859,893 822,071,359 19,850,551 2,955,925,532 Additions - 8,783,949 1,035,650 - 9,819,599 Transfer from other accounts 87,993 6,598,964 - - 6,686,957 Adjustment - (23,762,834) - - (23,762,834) Depreciation charge (2,721,271) (93,607,262) (53,918,646) (2,154,774) (152,401,953) Closing net book amount 54,510,451 1,954,872,710 769,188,363 17,695,777 2,796,267,301 At 31 December 2012 Cost 66,081,647 2,413,482,900 1,031,017,656 27,726,347 3,538,308,550 Less Accumulated depreciation (11,571,196) (458,610,190) (261,829,293) (10,030,570) (742,041,249) Net book amount 54,510,451 1,954,872,710 769,188,363 17,695,777 2,796,267,301



CONTENTS


Goodwill arising from the acquisition of Central Restaurants Group Co., Ltd. and indirect interest in CRG In-ternational Food Co., Ltd. are Baht 115 million and Baht 199 million respectively. The Group has tested for impairment of goodwill annually by comparing the carrying amount to the recoverable amount for each cash-

-

at 0.00% per annum. The discount rate after tax used in the calculation is 10.00% per annum.

15. Goodwill

16. Leasehold rights

Consolidated 2012 2011 Baht Baht At 1 January 314,602,238 115,416,847 Addition from acquisition a subsidiary - 199,185,391 At 31 December 314,602,238 314,602,238

Consolidated Company 2012 2011 2012 2011 Baht Baht Baht Baht At 1 January 416,540,368 480,352,132 156,610,721 224,528,588

Additions , , 57,097,545 11,317,501 10,324,381

Acquisition from investment in subsidiaries Amortisation charge (135,597,530) (120,909,309) (82,936,782) (78,242,248) At 31 December 876,087,576 416,540,368 84,991,440 156,610,721



CONTENTS

17. Other intangible assets



Software licenses

License Agreement Total

Software licenses

Baht Baht Baht Baht At 1 January 2011 Cost 178,052,221 - 178,052,221 69,989,805Less Accumulated amortisation (70,597,504) - (70,597,504) (24,931,960) Net book amount 107,454,717 - 107,454,717 45,057,845 Year ended 31 December 2011 Opening net book amount 107,454,717 - 107,454,717 45,057,845 Additions 13,876,731 - 13,876,731 5,956,337 Acquisition from investment 19,130,155 239,926,421 259,056,576 - in a subsidiary Transfer from other accounts 990,47 - 990, 7 912,750 Amortisation charge (31,933,198) (7,997,547) (39,930,745) (8,708,554) Closing net book amount 109,518,879 231,928,874 341,447,753 43,218,378 At 31 December 2011 Cost 207,382,329 239,926,421 447,308,750 76,871,188Less Accumulated amortisation (97,863,450) (7,997,547) (105,860,997) (33,652,810) Net book amount 109,518,879 231,928,874 341,447,753 43,218,378 Year ended 31 December 2012 Opening net book amount 109,518,879 231,928,874 341,447,753 43,218,378 Additions 38,158,247 - 38,158,247 5,659,075 Acquisition from investment in a subsidiary (Note 32) 923,760 - 923,760 - Disposals, net (4,940,610) - (4,940,610) (54,644) Transfer from other accounts 1,208,230 - 1,208,230 3,697,849 Adjustment (7,356,270) - (7,356,270) (6,957,537) Translation adjustment (26,484,470) (23,992,642) (50,477,112) (8,897,033) Amortisation charge ( , 88) - ( , 88) - Closing net book amount 111,026,478 207,936,232 318,962,710 36,666,088 At 31 December 2012 Cost 235,440,994 ,926,421 475,367,415 78,020,280Less Accumulated amortisation (124,414,516) (31,990,189) (156,404,705) (41,354,192) Net book amount 111,026,478 207,936,232 318,962,710 36,666,088



CONTENTS

18. Other non-current assets

19. Borrowings


Consolidated Company 2012 2011 2012 2011 Baht Baht Baht Baht Receivable from reciprocation agreement on hotel construction and renovation - 15,324,309 - 15,324,309 Deposits 349,515,306 308,047,101 8,427,634 9,551,508 Advance payment for construction land and equipment 59,089,077 129,781,000 9,264,320 81,300,161 Prepaid car park service 87,914,434 92,310,156 - - Others 200,668,868 187,416,661 858,331 13,615,795 Total 697,187,685 732,879,227 18,550,285 119,791,773

Consolidated Company 2012 2011 2012 2011 Baht Baht Baht Baht Current Bank overdrafts 59,441,615 87,865,027 7,315,474 48,331,463 Short-term borrowings from financial institutions 2,540,000,000 1,830,000,000 2,400,000,000 1,650,000,000 Current portion of long-term borrowings Financial institutions 958,000,000 408,000,000 588,000,000 288,000,000 Current portion of debentures 1,399,862,968 1,598,966,615 1,399,862,968 1,598,966,615 Current portion of equity of unit holder in property fund 62,000,000 62,000,000 - - Short-term loans from others 61,065,935 - - - Short-term loan from related parties - 6,000,000 749,000,000 70,000,000 5,080,370,518 3,992,831,642 5,144,178,442 3,655,298,078 Non-Current Long-term from financial institutions 5,143,150,930 2,718,000,000 1,430,000,000 2,018,000,000 Debentures 1,799,117,717 3,199,049,302 1,799,117,717 3,199,049,302 Equity of unit holder in property fund 31,000,000 93,000,000 - - 6,973,268,647 6,010,049,302 3,229,117,717 5,217,04 ,302 Total borrowings 12,053,639,165 10,002,880,944 8,373,296,159 8,872,347,380

On 28 December 2004, the Company entered into a reciprocation agreement with Duangtawan Hotel Co., Ltd. (“CDC”), under hotel improvement regarding the construction and renovation of CDC, according to the details and related documents for the development and improvement of the infrastructure of the hotel of not exceeding Baht 50 million, repayable within 5-year period commencing from the agreement date. The said amount is guaranteed by pledging share of CDC and guaranteed by a person who is both shareholder and director of CDC. Compensation fee is charged quarterly at MLR of a commercial bank minus 1%. As at 31 December 2012, there is no the receivable under the said reciprocation agree-ment (2011: Baht 15.3 million).

The borrowings include secured liabilities in a total amount of Baht 4,284 million (2011: Baht 1,826 million). The bank borrowings are secured over a part of the land and buildings of the Group (Note 13). Lease liabilities are effectively secured as the rights to the leased asset revert to the lessor in the event of default.



CONTENTS


19. Borrowings (Cont’d)

The interest rate exposure on the borrowings of the Group and the Company is as follows:


Borrowings: - at fixed rates 4,660,046,620 3,855,049,052 5,347,980,685 3,919,049,302 - at floating rates 7,393,592,545 6,147,831,642 3,025,3 , 74 4,953,298,078

Total borrowings 12,053,639,165 10,002,880,944 8,373,296,159 8,872,347,380

Maturity of long-term borrowings are as follow:


Within 1 year 958,000,000 408,000,000 588,000,000 288,000,000 After 1 year but within 5 years 4,567,382,450 2,432,000,000 1,430,000,000 1,952,000,000 Over 5 years 575,768,480 286,000,000 - 66,000,000

6,101,150,930 3,126,000,000 2,018,000,000 2,306,000,000

Under the terms and conditions on the loan agreements, the Company need to comply with debt to equity ratio not exceed 2:1 , 2.5:1 and 2.75:1.

been due in 2011 amounting to Baht 500 million. The new agreement is repayable in year 2014.

31 December 2012 and 2011 were secured by the Group’s property, plant and equipment with carrying value of Baht 3,896 million as at 31 December 2012 (2011: Baht 3,933 million).

Central Restaurants Group Co., Ltd (“CRG”) entered into the agreements with three local banks to obtain various short-term credit facility lines. Under the term of the agreement, CRG shall not dispose, pledge or mortgage the existing or future property and leasehold right in an amount over the agreed amount stated in the agreements without consent from the bank.

According to the loan agreement between Central World Hotel Co., Ltd (“CWH”) and a local bank, CWH shall not dispose, transfer, lease, or make any commitment in leasehold land and building and construction thereon without consent from the bank.



CONTENTS



Consolidated / Company Interest rate 2012 2011

(%) Maturity date Baht Baht

No. 1/2009, Set 2 4.55 29 July 2012 - 600,000,000 No. 2/2009 4.45 24 July 2012 - 1,000,000,000 No. 1/2010 3.50 30 September 2013 1,000,000,000 1,000,000,000 No. 2/2010 3.85 23 June 2017 500,000,000 500,000,000 No. 3/2010 3.85 29 June 2017 500,000,000 500,000,000 No. 4/2010 3.40 3 September 2013 400,000,000 400,000,000 No. 1/2011 4.86 29 March 2016 500,000,000 500,000,000 No. 2/2011 4.75 29 March 2016 300,000,000 300,000,000

3,200,000,000 4,800,000,000

Deferred expense in issuing debenture (1,019,315) (1,984,083)

Net 3,198,980,685 4,798,015,917 Debenture due within one year (1,399,862,968) (1,598,966,615)

Debenture due after one year 1,799,117,717 3,199,049,302

The debentures are in the name of specific holders, unsubordinated and without collateral.

The debenture deed contains certain restrictions and conditions relating to financial ratios, payment of dividends, decrease in paid up share capital, pledge, mortgage, and disposal of assets, which are material for business operations.

Under the terms and conditions on the prospectus, the Company need to comply with interest bearing debt to equity ratio not exceed 2:1.

As at 31 December 2012 and 2011, the Company has various interest rate swap contracts which the details of the contracts are as follows:

Conditions under previous contracts

Principal Baht 2,000,000,000

Interest rate Quarterly, fixed interest rate of 3.50% - 3.85% p.a.

Conditions under interest rate swaps contracts

Principal Baht 2,000,000,000 Interest rate Monthly, floating interest rate of MLR minus 3% p.a.

Quarterly, fixed interest rate 4.65% p.a.

The above contracts are mature during 30 September 2013 to 29 June 2017.



CONTENTS



Consolidated 2012 2011 Baht Baht

Due within one year 62,000,000 62,000,000 Due after one year but within five years 31,000,000 93,000,000

Total 93,000,000 155,000,000

As at 31 December 2012 and 2011, unit holder equity consisted of investment of unit holder type A, (denominated in Thai Baht) which guaranteed for payment by the Company. Dividend payment for unit holders is calculated at the percentage of the latest net asset value per unit as specified in the unit holder agreement.

The carrying amounts and fair values of certain long-term borrowings are as follows:

Consolidated Carrying amounts Fair values

2012 2011 2012 2011 Baht Baht Baht Baht

Long-term bank borrowings 5,143,150,930 2,718,000,000 5,199,044,928 2,848,934,406 Debentures 1,799,117,717 3,199,049,302 1,806,967,151 3,185,410,763

6,942,268,647 5,917,049,302 7,006,012,079 6,034,345,169

Company Carrying amounts Fair values

2012 2011 2012 2011 Baht Baht Baht Baht

Long-term borrowings from bank 1,430,000,000 2,018,000,000 1,476,435,015 2,098,563,005

Debentures 1,799,117,717 3,199,049,302 1,806,967,151 3,185,410,763 Liability under consignment agreement - 122,250,000 - 127,229,301

3,229,117,717 5,339,299,302 3,283,402,166 5,411,203,069

Unit holder in Thai Pattana fund 2 equity



CONTENTS



20. Trade and other payables

Borrowing facilities

The Group and the Company have the following undrawn bank overdrafts and committed borrowing facilities:


Float rate - expiring within one year 892,040,337 2,202,134,973 198,684,526 157,668,537

892,040,337 2,202,134,973 198,684,526 157,668,537


Trade payable - other parties 653,933,057 571,605,975 50,953,983 36,566,239

Trade payable - related parties (Note 33) 7,127,705 94,008 371,740 125,026

Amounts due to related parties (Note 33) - - 14,207,925 71,054,473

Other payables 101,367,090 57,694,615 35,835,210 31,665,939 Payables for purchase of building and equipment 297,027,975 285,732,425 12,285,529 80,094,567

Current portion of finance lease liabilities 24,923,895 28,448,370 11,549,557 90,823,089

Accrued expenses 741,690,270 623,181,924 95,414,713 56,957,841

Other 25,331,400 25,738,400 823,096 -

Total trade and other payables 1,851,401,392 1,592,495,717 221,441,753 367,287,174



CONTENTS


21. Provision for guarantee payment

Provision for guarantee payment represented guarantee under the building lease agreement which the Company and a subsidiary guarantee lease fee income of Centara Hotels & Resorts Leasehold Property Fund. Balances as 31 December 2012 and 2011 of provision for guarantee payment were as follows:

record the entire amount of the transitional obligation as at 1 January 2011, totalling Baht 142.5 million for the Group and Baht 49.9 million for the Company, as an adjustment to retained earnings as at 1 January 2011.

22. Other current liabilities

Consolidated Company 2012 2011 2012 2011 Baht Baht Baht Baht Short-term provision for guarantee payment 56,188,542 88,917,402 28,189,791 44,609,861 Long-term provision for guarantee payment - 15,796,620 - 7,924,505

Total 56,188,542 104,714,022 28,189,791 52,534,366 Movements during the years ended 31 December 2012 and 2011 of provision for guarantee payment were as follows: Consolidated Company 2012 2011 2012 2011 Baht Baht Baht Baht At 1 January 104,714,022 119,162,103 52,534,366 59,784,203 Increase 40,391,922 73,696,402 20,265,286 36,972,250 Decrease (88,917,402) (88,144,483) (44,609,861) (44,222,087)

At 31 December 56,188,542 104,714,022 28,189,791 52,534,366

Consolidated Company 2012 2011 2012 2011 Baht Baht Baht Baht Deposits 234,274,618 231,581,847 132,683,168 118,201,324

Retentions 135,879,278 156,299,321 15,574,121 37,930,618 Withholding tax and value added tax payables 36,827,970 42,458,935 32,934,638 - Others 61,567,349 19,480,083 50,696 33,019,522

Total 468,549,215 449,820,186 181,242,623 189,151,464



CONTENTS



Present value of unfunded obligations 196,407,611 167,949,165 65,656,930 57,858,283 Actuarial gains (79,152,774) (20,452,650) -

Liability in the statement of financial position 117,254,837 167,949,165 45,204,280 57,858,283 The movement in the defined obligation over the year is as follows: Consolidated Company 2012 2011 2012 2011 Baht Baht Baht Baht At 1 January 167,949,165 142,502,087 57,858,283 49,903,223 Current service cost 20,150,755 21,125,789 6,494,227 6,582,557 Interest cost 7,739,574 6,969,249 2,516,017 2,317,203 Actuarial gains (79,152,774) - (20,452,650) - Benefits paid (2,250,042) (2,647,960) (1,211,597) (944,700) Acquisition from investment in subsidiary (Note 32) 2,818,159 - - - At 31 December 117,254,837 167,949,165 45,204,280 57,858,283 The amount recognised in expenses is as follows Consolidated Company 2012 2011 2012 2011 Baht Baht Baht Baht Current service cost 20,150,755 21,125,787 6,494,227 6,582,557

Interest cost 7,739,574 6,969,249 2,516,017 2,317,203 Total, included in staff costs 27,890,329 28,095,036 9,010,244 8,899,760 Of the total charge, Baht 27,890,329 (2011: Baht 28,095,036) were included in administrative expenses. The principal actuarial assumptions used were as follows: Consolidated Company 2012 2011 2012 2011 % % % % Discount rate 3.6 4.0, 4.75 3.6 4.75 Inflation rate 3.5 - 3.5 - Future salary increases 5.0 4.0 - 6.0 5.0 4.0 Mortality assumption of the mortality rate is based from Thailand mortality ordinary 2008 (TMO08) issued by the Office of the Insurance Commission.



CONTENTS


24. Share capital

25. Legal reserve

Consolidated/Company Authorised Issued and

Shares paid-up shares Ordinary Share

number of number of shares premium Total Shares Shares Baht Baht Baht At 1 January 2011 ,580,800,000 1,350,000,000 1,350,000,000 970,000,000 2,320,000,000Issue of shares - - - - - At 31 December 2011 ,580,800,000 1,350,000,000 1,350,000,000 970,000,000 2,320,000,000 Issue of shares - - - - - Reduction of shares (230,800,000) - - - - At 31 December 2012 1,350,000,000 1,350,000,000 1,350,000,000 970,000,000 2,320,000,000

The total number of authorised ordinary shares is 1,350,000,000 shares (2011: 1,580,800,000 shares) with a par value of Baht 1 per share. The issued and paid-up shares is 1,350,000,000 shares (2011: 1,350,000,000 shares). At the Annual General Meeting of Shareholders on 23 April 2012, the shareholders approved the reduction of the Company’s registered capital from Baht 1,580,800,000 to Baht 1,350,000,000 through the elimination of the registered, but unissued of 230,800,000 shares, with a par value of Baht 1 each.

Consolidated Company 2012 2011 2012 2011 Baht Baht Baht Baht At 1 January 158,080,000 158,080,000 158,080,000 158,080,000 Appropriation during the year - - - - At 31 December 158,080,000 158,080,000 158,080,000 158,080,000

Under the Public Limited Company Act., B.E. 2535, the Company is required to set aside as a legal

not less than 10 percent of the registered capital. The legal reserve is non-distributable.

As at 31 December 2012, legal reserve of subsidiaries amounting to Baht 6,463,000 (2011: Baht 1,476,066)



CONTENTS


26. Other component of equity

Consolidated Actuarial Remeasuring Land and gains of available-for- building Translation on employee sale investment revaluation adjustment benefits Total Baht Baht Baht Baht Baht At 1 January 2011 240,107 1,591,972,406 - - 1,592,212,513 Depreciation transfer - (43,664,422) - - (43,664,422) Loss on remeasuring of available-for-sale investments (15,925) - - - (15,925) At 31 December 2011 224,182 1,548,307,984 - - 1,548,532,166 At 1 January 2012 224,182 1,548,307,984 - - 1,548,532,166 Revaluation - 2,190,554,890 - - 2,190,554,890 Revaluation transfer - ( ,722,481) - - (42,722,481) Gain on remeasuring of available-for-sale investments 239,312 - - - 239,312 Currency translation difference - - (21,620,634) - (21,620,634) Actuarial gains - - - 76,395,306 76,395,306 At 31 December 2012 463,494 3,696,140,393 (21,620,634) 76,395,306 3,751,378,559 Company Actuarial Land and gains building on employee revaluation benefits Total Baht Baht Baht At 1 January 2011 818,534 - 818,534 Revaluation transfer (30,242) - (30,242) At 31 December 2011 788,292 - 788,292 At 1 January 2012 788,292 - 788,292 Revaluation 1,185,897,250 - 1,185,897,250 Revaluation transfer (33,984) - (33,984) Actuarial gains - 20,452,650 20,452,650

At 31 December 2012 ,186,651,558 20,452,650 1,207,104,208



CONTENTS


27. Other income

28. Finance cost

29. Expenses by nature


Baht Baht Baht Baht Interest income 33,073,417 19,388,809 205,964,922 205,819,493

Management income 163,479,752 ,465,568 381,431,461 285,525,074 Gain on business acquisition (Note 32) 146,029,477 - - Gain on re-measuring to fair value of investments (Note 32) 312,138,587 - - - Rental and other services income 38,294,215 28,536,878 4,740,000 8,449,113 Subsidy 28,998,177 21,138,924 - - Gain on insurance claim 57,116,555 - - -

Sale of used oil 20,669,005 18,400,224 - - Others 76,768,684 72,492,268 53,630,806 28,481,540 Total other income 876,567,869 296,422,671 645,767,189 528,275,220


Baht Baht Baht Baht Interest expense: Related parties - - 17,287,894 12,727,966 Financial institutions and debenture holders 479,156,903 402,952,690 369,444,874 329,449,996 Unit holders in property fund’s 7,185,245 11,119,869 - - Net 486,342,148 414,072,559 386,732,768 342,177,962


Baht Baht Baht Baht

Cost of food and beverage used 3,815,375,727 2,992,116,006 308,824,983 197,177,469 Staff costs 1,719,892,862 2,178,824,461 432,570,489 594,592,747 Royalty fee 1,259,288,715 434,743,036 - 4,375,187 Land and building rental 811,876,792 446,264,608 192,936,783 188,242,248 Depreciation and amortisation 1,482,902,651 1,455,609,771 316,311,104 282,168,585



CONTENTS


30. Earnings per share

by the weighted average number of ordinary shares in issue during the year, excluding treasury shares (see Note 24).

31. Dividends per share

At the Annual General Meeting of Shareholders on 23 April 2012, the shareholders approved the declaration of the annual dividend for the year 2012 at Baht 0.15 each (2011: Baht 0.05), totalling Baht 202.5 million (2011: Bath 67.5 million). The dividends were paid on 21 May 2012.

32. Business Acquisition

Karon Phuket Hotel Co., Ltd.

On 27 February 2012, the Group additionally acquired the investment portion of 33.92%, (existing portion is 50.00%), totalling Baht 179.19 million of the share capital of Karon Phuket Hotel Co., Ltd. from the one of shareholder who desires to exit from the business. The investment in Karon Phuket Hotel Co., Ltd. changed from “Interests in joint venture” to “Investment in subsidiary” at the date that the Group has control of this entity. The group recognised a gain of Baht 287.59 million as a result of measuring at fair value of investment held before the business acquisition. The gain is included in other income in the group’s statement of comprehensive income. The acquired companies generated revenue of Baht 281.68 million and net income of Baht 67.43 million to the Group for the period from 1 March 2012 to 31 December 2012. If the acquisition had occurred on 1 January 2012, the Group’s revenue would have been of Baht 380.57 million, and net income would have been of Baht 115.49 million.


Baht Baht Baht Baht Earnings (Baht) Net profit attributable to ordinary shareholders of the company 1,576,060,744 550,385,018 775,488,091 130,083,854 Weighted average number of ordinary shares outstanding (Shares) 1,350,000,000 1,350,000,000 1,350,000,000 1,350,000,000

Basic earnings per share (Baht per share) 1.17 0.41 0.57 0.10 There are no potential dilutive ordinary shares in issue for the years ended 2012 and 2011.



CONTENTS


32. Business Acquisition (Cont’d)

Karon Phuket Hotel Co., Ltd.

Details of net assets acquired are as follows: Purchase consideration Baht Million Purchase price 179.19 Fair value of investment held before business acquisition 532.04 Fair value of net assets acquired (see below) (857.26) Gain from business acquisition present in other income (146.03) Cash and cash equivalents 12.16 Amount due from related parties 0.43 Trade and other receivables 38.43 Inventories 3.24 Loans to related parties 116.00 Other current assets 2.89 Property, plant and equipment, net 1,512.00 Intangible assets, net 0.17 Refundable deposit 3.38 Trade and other payables (37.05) Amount due to related parties (11.91) Accrued expenses (4.57) Other current liabilities (5.82) Borrowings from financial institutions (605.00) Employees benefit obligations (2.82) Fair value of net assets 1,021.53 Non-controlling interests (164.27) Fair value of net assets acquired 857.26



CONTENTS



Centara Maldives Pvt. Ltd.,

On 7 June 2012, the Group additionally acquired the investment portion of 25.00%, (existing portion is 50.00%) of the share capital of Centara Maldives Pvt. Ltd., totalling Baht 157.38 million (USD 5 million) for business expansion in overseas purpose. This made the Group increase the investment portion to 75.00%. As a result, the investment in Centara Maldives Pvt. Ltd. changed from “Interest in joint venture” to “Investment in subsidiary”. The group recognised a gain of Baht 24.55 million as a result of measuring at fair value of investment held before the business acquisition. The gain is included in other income in the group’s statement of comprehensive income. At the date that the Group had control over this entity, the acquired company generated revenue of Baht 2.2 million and net loss at Baht 50.54 million to the Group for the period from 1 June 2012 to 31 December 2012. If the acquisition had occurred on 1 January 2012, the Group’s revenue would have been Baht 3.00 million, and net loss would have been Baht 50.49 million.

Details of net assets acquired are as follows:

Net assets from acquisition of investment in Centara Maldives Pvt. Ltd. are stated at the net book value of the date of acquisition. Since the Group just started the operation and in the process of construction the hotel thus the book value considered closed to fair value, the group uses the difference between net book value of investment and net book value of net assets acquired to record in expense.

Purchase consideration Baht Million Purchase price 157.38 Fair value of investment held before business acquisition 314.74 Fair value of net assets acquired (see below) (435.29) Purchases price over net assets presented in expense 36.83

Cash and cash equivalents 1 59 Trade and other receivables 81.55 Other current assets 2.81 Property, plant and equipment, net 232.97 Leasehold rights 243.77 Other non-current assets 0.70 Trade and other payables (0.50) Amount due to related parties (4.98) Accrued expenses (0.08) Other current liabilities (0.20) Other non-current liabilities (17.24) Fair value of net assets 580.39 Non-controlling interests (145.10) Fair value of net assets acquired 435.29



CONTENTS



R.M.L. Leisure Pvt. Ltd.

On 3 December 2012, the Group additionally acquired in the investment portion of 49.00%, (existing portion is 25.00%) of the share capital of R.M.L. Leisure Pvt. Ltd., totalling Baht 264.61 million (USD 8.6 million) for business expansion in overseas purpose. This made the Group increase the investment portion to 74.00%. The investment in R.M.L. Leisure Pvt. Ltd. changed from “Investment in associate” to “Investment in subsidiary” at the date that the Group has control of this entity, the acquired company generated revenue of Baht 68.10 million and net income at Baht 9.77 million to the Group for the period from 1 December 2012 to 31 December 2012. If the acquisition had occurred on 1 January 2012, the Group’s revenue would have been Baht 672.44 million, and net loss would have been Baht 22.74 million.

Details of net assets acquired are as follows:

Purchase consideration Baht Million Purchase price 264.61 Book value of investment held before business acquisition 69.67 Book value of net assets acquired (see below) (334.28) Purchases price over book value -

Cash and cash equivalents 45.45 Trade and other receivables 66.56 Inventory 16.91 Property, plant and equipment, net 1,887.72 Other non-current assets 4.71 Trade and other payables (217.41) Loans (1,246.31) Accrued expenses (59.51) Other current liabilities (46.39) Book value of net assets 451.73 Non-controlling interests (117.45) Book value of net assets acquired 334.28

Net assets from acquisition of investment in R.M.L. Leisure Pvt. Ltd., are stated at the net book value of the date of acquisition. The Group is in the process of appraising the fair value of tangible and intangible assets and liabilities and the adjustments to fair value will be done. The difference between net book value and net fair value will be adjusted with goodwill.



CONTENTS


33. Related party transactions

Enterprises and individuals that directly, or indirectly through one or more intermediaries, control, or are controlled by, or are under common control with, the company, including holding companies, subsidiaries and fellow subsidiaries are related parties of the company. Associates and individuals owning, directly or

of the family of these individuals and companies associated with these individuals also constitute related parties.

In considering each possible related-party relationship, attention is directed to the substance of the relationship, and not merely the legal form.

The Company is ultimate parent company.

Relationships with related parties that control or jointly control the Company or are being controlled or jointly controlled by the Company or have transactions with the Group were as follows:

33.1 Incomes and expenses

Consolidated Company 2012 2011 2012 2011 Baht Baht Baht Baht Subsidiaries: Rental income - - 4,140,000 4,140,000 Interest income - - 202,825,833 202,942,628 Management fee income - - 353,125,086 198,245,463 Dividend income - - 524,581,217 310,526,272 Interest expense - - 17,287,894 12,727,966 Other expenses - - 2,646,560 2,646,514 Rental expense - - 120,147,204 120,147,204 Joint ventures: Management fee income 19,374,206 31,825,334 19,374,206 31,825,334 Interest income 2,460,000 2,461,790 2,460,000 2,461,790 Other income 25,000,000 2,903,533 - - Associates: Dividend income 71,492,030 76,406,296 71,492,030 76,406,296 Interest income 15,372,829 15,774,135 - - Management fee income 32,358,298 33,996,269 - - Rental expense 225,000,000 225,000,000 - - Loss from guarantee provision 40,391,921 73,696,403 20,265,286 36,972,250 Entities controlled by ultimate shareholders Rental income 14,279,196 14,279,196 - - Management fee income 10,403,892 2,095,309 1,331,586 2,095,309 Other income 23,692,911 17,159,481 - - Rental expense 118,177,661 108,497,669 89,273,243 80,959,726 Electricity expense 39,674,729 36,142,027 39,674,729 36,142,027 Management fees expense - 19,327,722 - 3,593,496 Other service fees 13,167,007 8,081,963 - -



CONTENTS


33. Related party transactions (Cont’d)

33.2 Receivables and payables

Balances as at 31 December 2012 and 2011 with related parties were as follows:

Consolidated Company 2012 2011 2012 2011 Baht Baht Baht Baht Receivables from: Subsidiaries - - 167,693,521 51,385,195 Entities controlled by ultimate shareholders 63,531,938 107,788,208 3,893,749 5,137,904 Total 63,531,938 107,788,208 171,587,270 56,523,099 Consolidated Company 2012 2011 2012 2011 Baht Baht Baht Baht Payables to: Subsidiaries - - 14,207,925 71,054,473 Entities controlled by ultimate shareholders 7,127,705 ,008 371,740 125,026 Total 7,127,705 94,008 14,579,665 71,179,499

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(Con

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33.3

Loa

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(Cou

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C

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Com

pany

Inte

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rate

(%)

2012

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2012

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20

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2011

B

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t B

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CONTENTSC

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33.3 Loans to related parties (Cout’d)

Movements during the years ended 31 December 2012 and 2011 of loans to related parties were as follows:

Consolidated Company 2012 2011 2012 2011 Baht Baht Baht Baht Subsidiaries At 1 January - - 4,451,250,000 4,131,676,105 Increase - - 1,951,300,000 2,312,500,000 Decrease - - (2,238,000,000) (1,992,926,105) At 31 December - - 4,164,550,000 4,451,250,000 Joint ventures At 1 January 41,000,000 41,000,000 41,000,000 41,000,000 Acquisition of a subsidiary 116,000,000 - - - At 31 December 157,000,000 41,000,000 41,000,000 41,000,000 Associate At 1 January 222,708,375 220,006,025 - - Reclassify to indirect subsidiary (222,708,375) - - - Unrealised gain on exchange - 2,702,350 - - At 31 December - 222,708,375 - - Total loans to related parties At January 263,708,375 261,006,025 4,492,250,000 4,172,676,105 Increase - - 1,951,300,000 2,312,500,000 Acquisition of a subsidiary 116,000,000 - - - Decrease - - (2,238,000,000) (1,992,926,105) Reclassify to indirect subsidiary (222,708,375) - - - Unrealised gain on exchange - 2,702,350 - - At 31 December 157,000,000 263,708,375 4,205,550,000 4,492,250,000

CEN

TRA

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(Con

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33.4

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ans

from

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(Con

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C

onso

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rate

(%)

2012

20

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CONTENTSC

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33.4 Loans from related parties (Cont’d)

Movements during the year ended 31 December 2012 and 2011 of short-term loans from related parties were as follows:

33.5 Provision for guarantee payment

33.6 Liability under consignment agreement

The outstanding amount due to Thai Pattana Fund II matured as follows:

33.7 Key management personnel compensation

Key management personnel compensation comprised:

Consolidated Company 2012 2011 2012 2011 Baht Baht Baht Baht Short-term loans from related parties At 1 January 6,000,000 - 70,000,000 821,500,000 Increase - 6,000,000 1,426,500,000 117,000,000 Decrease (6,000,000) - (747,500,000) (868,500,000) At 31 December - 6,000,000 749,000,000 70,000,000

Consolidated Company 2012 2011 2012 2011 Baht Baht Baht Baht Short-term provision for guarantee payment 56,188,542 88,917,402 28,189,791 44,609,861 Long-term provision for guarantee payment - 15,796,620 - 7,924,505 Total 56,188,542 104,714,022 28,189,791 52,534,366

Company 2012 2011 Amount Deferred Amount Deferred due expenses Net due expenses Net Within 1 year 122,250,000 (5,523,557) 116,726,443 81,500,000 (5,660,504) 75,839,496 Later than 1 year, but not later than 5 years - - - 122,250,000 (5,523,557) 116,726,443 Total 122,250,000 (5,523,557) 116,726,443 203,750,000 (11,184,061) 192,565,939

Consolidated Company 2012 2011 2012 2011 Baht Baht Baht Baht Short-term employee benefits 39,080,543 45,925,688 38,720,543 45,595,688 Post-employment benefits 603,501 875,538 603,501 875,538 Total 39,684,044 46,801,226 39,324,044 46,471,226



CONTENTS



33.8 Long-term contracts

Long-term lease agreement

The Company

Under the terms of a reciprocal agreement entered into with Central International Development

Co., Ltd. (“CID”) who entered into long-term land lease agreement with State Railway of Thailand (“SRT”), the Company was granted the right to construct a hotel building on the leased property of Central International

agreement is renewable for period of 10 years each. The Company is committed to make payments for this right totaling approximately Baht 73.7 million payable in various installments up to 2008.

On 26 March 2003, CID entered into a memorandum of understanding with SRT in which the said related company agreed to pay certain compensation on lease agreement as mutually agreed with SRT. The Company agreed to share the said compensation for the total amount of approximately Baht 65 million to

paid by 18 December 2008.

Transfer of assets to State Railway of Thailand

As at 18 December 2008 which was the expiration date of the said reciprocation agreement, the Company

equipment to SRT. The net book value at the expiration date of agreement was Baht 23.9 million, resulting the Company incurred loss from disposal assets at the same amount.

On 9 December 2008 CID entered into a new land and/or building lease agreement of 20 years lease term with SRT. The Company then signed the memorandum of agreement with CID in order to preserve and

the guarantee deposit on land and/or building lease agreement of Central Plaza Hotel at Ladprao, in the amount of Baht 95 million on the day which CID entered into lease agreement with SRT.

In 2009, the Company entered into a sub-lease agreement with Central International Development Co.,

Plaza Ladprao Hotel) and hotel building improvements including durable goods for a period of 20 years. The lease will expire on 18 December 2028. The Company was required to pay the sub-lessor of Baht 2,556 million for the sub-leasing right and annual rent for the whole lease term. During 2009, the Company recorded sub-leasing right and annual rent of Baht 361 million as leasehold right in the consolidated and separate balance sheets (see note 16). In addition, the Company was required to pay durable goods rental fee totalling Baht 31 million for the whole lease term. The Company recorded durable goods rental

Leased assets, which the Company has renovated, improved or constructed, altered, added, maintained or rebuilt, will be transferred to SRT as soon as the said activities are completed. In addition, the Company has to return leased supplies according to the list in the lease agreement in a manner which appropriate to their condition and useful lives to SRT at the end of the lease agreement.



CONTENTS



33.8 Long-term contracts (Cont’d)

Long-term lease agreement (Cont’d)

Subsidiaries (Cont’d)

Centara Grand Beach Resort Samui Project

Agreements between Central Plaza Hotel Public Co., Ltd., its subsidiaries and Thai Pattana Fund I

On 12 December 2002, Central Samui Beach Resort Co., Ltd., (“CSBR”) entered into a purchase and sales agreement with Thai Pattana Fund I (“TP1”) in which CSBR agreed to sell a hotel building and furniture for hotel operations to TP1. CSBR also entered into a leaseback agreement with TP1 on the same date for a three years period from the agreement date. The leaseback agreement can be renewed for three-year periods. In addition, on 12 December 2002, CSBR entered into a land lease agreement with TP1 for a 15 years period. Under this agreement, TP1 as the owner of the hotel buildings which are located on the leased land, agreed to sell the said hotel buildings including furniture back to CSBR on the transfer of the building ownership date. The transfer of building ownership will be made when CSBR has made full repayment for repurchase of the hotel buildings and furniture to TP1 as stated in the agreement.

TP1 hired CSBR as property manager according to property management agreement dated 12 December 2002 for a 15 years period. As guarantee for the repayment and compliance with related agreements, CSBR had mortgaged land, which is the location of the leased assets, and Central Plaza Hotel Public Co., Ltd. (“CPH”) had provided a guarantee letter to TP1 for repayment and compliance with the building lease agreement and property management agreement.

On 26 September 2008, CSBR and TP1 arranged a memorandum of agreement for termination of agreements which CSBR and TP1 agreed to terminate the land lease agreement, the building lease agreement, the property management agreement and the mortgage of land. All the said agreements were ceased on the day that the memorandum of agreement was signed. In addition, CSBR agreed to buy and TP1 agreed to sell furniture and equipments remained in the hotel building as at the date in the memorandum of agreement, in the amount of Baht 1 million. TP1 agreed to transfer rights and deliver the said furniture and equipment to CSBR and CSBR paid for the said furniture and equipment to TP1 on the date of the memorandum of agreement. And on the same date, CPH and TP1 arranged a memorandum of agreement to annul the guarantee letter, dated 12 December 2002, which CPH had prepared for TP1 for a guarantee of debt repayment of CSBR under the property management agreement, building lease agreement and land lease agreement.

On 26 September 2008, TP1 sold the hotel building to CPH since CSBR did not exercise its right to buy the hotel building under the land lease agreement dated 12 December 2002. TP1 received Baht 1,450 million from sale of the building.

Agreements between Central Plaza Hotel Public Co., Ltd., its subisidiaries and Centara Hotels & Resorts Leasehold Property Fund

On 25 September 2008, Central Plaza Hotel Public Company Limited and its subsidiary entered into agreements relating to land and hotel building of Centara Grand Beach Resort Samui Hotel (formerly: Central Samui Beach Resort Hotel) with Centara Hotels & Resorts Leasehold Property Fund (“CTARAF”), in the following matters



CONTENTS



33.8 Long-term contracts (Cont’d)Long-term lease agreement (Cont’d)

Subsidiaries (Cont’d)Centara Grand Beach Resort Samui Project (Cont’d)

1. Central Samui Beach Resort Co., Ltd. (“CSBR”) entered into the land lease agreement with CTARAF for lease the land to CTARAF for the period of 30 years commencing from the date on which both parties register the lease agreement (26 September 2008). CTARAF agreed to pay the land lease fee in the total amount of Baht 1,500 million with full payment on the date on which the lease was registered. CSBR recognised such proceeds from lease as deferred income in its balance sheet and amortises to income using the straight line method over the lease term of 30 years. As at 31 December 2012, the balance of

50.0 million) was Baht 1,286.7 million (2011: Baht 1,336.7 million).

2. Central Plaza Hotel Public Company Limited (“CPH”) entered into the property lease agreement with Centara Grand Beach Resort Samui Hotel, including the utility facilities and related equipment with CTARAF in order to lease to CTARAF for the period of 30 years commencing from the date that both parties registered the lease agreement (26 September 2008). CTARAF agreed to pay the property lease fee in the total amount of Baht 1,510 million with full payment on the date on which the lease was registered. CPH recognised

amortises to income using the straight line method over the lease term of 30 years. As at 31 December 2012, the balance of deferred income net of amortisation of Baht 50.3 million (2011: Baht 50.3 million) was Baht 1,295.4 million (2011: Baht 1,345.7 million).

Under the property lease agreement, CPH agreed and guaranteed that, in the period of four years from the registry date of lease, CTARAF would receive lease fee income from the lease assets in the amount

accumulated lease fee income less than the accumulated guaranteed lease fee as in the agreement, CPH agreed to pay CTARAF the difference between the accumulated lease fee income of the fund and the accumulated guaranteed lease fee income.

On 1 December 2008, CPH and CSBR entered into the agreement regarding guarantee CTARAF lease

be the co-guarantor in guarantee CTARAF lease fee income. In case CPH have to pay any payments to CTARAF under the above guarantee agreement, CSBR agree to pay partial guarantee payment to CPH

amounts of Baht 20.3 million (2011: Baht 37 million) in the statements of comprehensive income for the year ended 31 December 2012, whereby as at 31 December 2012, provision for guarantee payment in

statements, CPH and CSBR recorded loss from guarantee provision totaling Baht 40.4 million (2011: Baht 73.7 million) in the consolidated statements of comprehensive income for the year ended 31 December 2012, whereby as at 31 December 2012, provision for guarantee payment in the consolidated statements

If CTARAF wished to renew the land lease agreement and building lease agreement as in No.1 and No. 2 above when the lease period was due, CTARAF has to state its intention to CSBR and CPH, depending

period.



CONTENTS



33.8 Long-term contracts (Cont’d)Long-term lease agreement (Cont’d)

Subsidiaries (Cont’d)Centara Grand Beach Resort Samui Project (Cont’d)

3. CSBR entered into the agreement for sale of furniture and equipment installed / used within the Centara Grand Beach Resort Samui Hotel with CTARAF, under which CTARAF agreed to pay for rights transferring of the said furniture and equipment in the amount of Baht 80 million (including VAT) by making a full payment on the day that the rights are transferred (26 September 2008).

4. CTARAF entered into the sub-lease agreement of Centara Grand Beach Resort Samui Hotel with Central Samui Hotel Management Co., Ltd. (“CSHM”) for lease the land, building and utility facility and relating equipment, and furniture and equipment to CSHM to use in operating the hotel business. The lease term is three years commencing from 26 September 2008. CTARAF promised to CSHM that CSHM is able to lease the assets for another three years since the end of the lease term. CSHM must inform the fund for exercise of the promised right in writing not less than 6 months before the end the lease term. According

of Baht 225 million per annum and variable lease fee calculating from percentage as enumerate in the

According to the sub-lease agreement and other relating agreements, CSHM must comply with the

in the agreement, opening and maintaining of various bank accounts including transfer of rights over the said bank accounts to CTARAF, without the increase of additional debt, selling, disposing, lease, forming a commitment in part or all of assets, loaning to, investing, except for the consent in writing from CTARAF is granted.

Central Wong Amat Beach Resort, Pattaya

On 23 December 2003, Central International Development Co., Ltd. (“the Consignor”) entered into a consignment agreement of land and building with Thai Pattana Fund 2 (“the Consignee”) and other party as another consignor had entered into a consignment agreement of land with Thai Pattana Fund 2 (“the Consignee”) for Central Hua Hin Beach Resort Co., Ltd. (“CHBR”) to lease and operate the hotel business, the contracting parties of which agreed with the consignors or Central Hua Hin Beach Resort Co., Ltd. or Central Plaza Hotel Public Company Limited, either of which will have the right to redeem the assets on consignment from the consignee at the redeemable price stipulated in the agreement within 10 years counting from the registration date of the ownership transfer or in the case of the one who has the right

have to notify the consignee in writing, in advance not less than 30 days before the next installment is due.

On 18 December 2003, both consignors issued the renounce letter for the right to redeem the assets on consignment to Central Hua Hin Beach Resort Co., Ltd. and Central Plaza Hotel Public Company Limited.

As guarantee for the repayment and compliance with this agreement, Central Plaza Hotel Public Co., Ltd. has prepared a guarantee letter for the repayment of CHBR to Thai Pattana Fund 2.

On 1 March 2006, CHBR issued the renounce letter for the right to redeem the assets on consignment for the Company only.



CONTENTS




Long-term lease agreement (Cont’d)

Subsidiaries (Cont’d)Central Wong Amat Beach Resort, Pattaya (Cont’d)

On 23 December 2003, Central Hua Hin Beach Resort Co., Ltd. (“CHBR”) entered into a land and hotel buildings lease agreement of Central Wong Amat Beach Resort, Pattaya (“Hotel Buildings”) with Thai Pattana Fund 2 (“The Fund”) to operate the hotel business for a period of 10 years, starting from 23 December 2003 onwards. Thus, CHBR agreed to pay the rent, on a semi-annual basis, by instalments of Baht 55 million each. The lease rate will be in force for the lease period starting from the date of signing the agreement

payment of rent was due on 26 August 2004 to cover the lease period from 23 December 2003 until 31 August 2004 and the next payment is due on the third working day before the end of February and August of each year. The last payment of rent will be made upon termination or ending of the agreement, in the amount calculated based on the actual number of days counting from the date following the preceding payment of rent until the end of the agreement.

The Company’s land title deed with carrying value of Baht 772 million, as at 31 December 2012 and 2011, was under the name of Thai Pattana Fund 2, the consignee. This land relates to Central Wong Amat Beach Resort Project, Pattaya.

In addition, CHBR agreed to build a building or other construction on the leased land in order to add value to the land and hotel buildings as compensation to the Fund for agreeing with CHBR to lease the assets and, one year after the beginning of the lease period, CHBR agreed to renovate and/or consider to renovate the hotel building to improve the value of leased assets and the suitableness of its hotel business.

On 1 March 2006, the Company entered into a leasehold rights transfer agreement with CHBR and the Fund. The transfer agreement granted the Company the leaseholder rights and responsibilities under land and hotel buildings lease agreement.

Central World Hotel Co., Ltd.

On 28 April 2005, Central World Hotel Co., Ltd. (“CWH”), entered into a sublease of hotel land and building with Thai Business Fund 4 (“the Fund”) to develop and to operate a hotel or other related businesses. CWH is required to pay rental in advance and annual rental fee of totalling Baht 1,188.8 million to the Fund up to the end of the agreement on 22 December 2032. CWH paid the rental in advance upon signing the agreement of Baht 275 million. During 2012, CWH paid the annual rent of Baht 15.8 million (2011: Baht

(see not 16).

which CWH repair and maintenance or construct on the sub-lease land to the land owner, the Crown Property Bureau, at the date of those repair and maintenance or construction would be completed.

As at 31 December 2012, CWH has not transferred the rights on buildings and constructions thereon to the land owner, as CWH obtained approval for an extension period for development and hotel buildings construction and consequence will transfer buildings and construction rights to the owner within the year 2013.



CONTENTS




Long-term service agreements

The Company

On 1 July 2004, the Company entered into management agreements with its subsidiaries, effective from 1 January 2004. Management fee would be paid on a quarterly basis. The parties to the agreement have the right to amend the agreement, as detailed below:

The Company entered into management agreements with its seven subsidiaries in the hotel group to manage the hotel operations. Under the said agreements, the Company would receive management

management fee and marketing management fee.

The Company entered into a marketing management agreement with another subsidiary in the hotel group. Under this agreement, the Company would receive the marketing management fee at the

The Company entered into a management agreement with Central Restaurants Group Co., Ltd. (“CRG”), for the operational management of CRG. Under the said agreement, the Company would

On 26 September 2008, the Company entered into management agreement with Central Samui Hotel Management Co., Ltd. to manage the hotel’s operation for 30 years commencing from the agreement date.

On 31 March 2011 and 26 May 2011, the Company entered into management agreements with Karon Phuket Hotel Co., Ltd. (“CKR”) and Kata Phuket Hotel Co., Ltd. (“CKT”) to manage the hotel’s operation for 5 years ending March 2016 and May 2016, respectively. The agreements are automatically renewable

in the agreements.

On 31 January 2012, the Company entered into a service agreement with Harng Central Department Store Co., Ltd. for a period of 1 year in order to receive information and various suggestions, which are

500,000 per month with the increased by 5% for service fee from the previous year.

Subsidiaries

Central Sukhontha Hotel Co., Ltd. (“CHY”) has entered into a rental and services agreement with Central Department Store Co., Ltd. for a period of 30 years ending on 31 May 2024. Central Department Store Co., Ltd. agreed to lease part of the building as a shopping center. Total income to CHY under the agreement will amount to approximately Baht 428 million in total. As at 31 December 2012, the balance of deferred

183.2million).

On 31 January 2012, Central Restaurant Group Co., Ltd. (“CRG”) entered into a service agreement with Harng Central Department Store Co., Ltd. for a period of 1 year in order to receive information and various

fee is Baht 500,000 per month with the increased by 5% for service fee from the previous year.



CONTENTS




Long-term lease and service agreements

Central Restaurants Group Co., Ltd. (“CRG”) had long-term lease and service agreements with related party for periods of 3 to 30 years up to 2026. According to the terms of the agreements, CRG has to pay


33.9 Commitments under agreements with related parties

The Company

As at 31 December 2012, the Company guaranteed the overdraft lines, letters of credit and various guarantees for subsidiaries to various local banks totaling Baht 32 million (2011: Baht 32 million).

institution in the amount not less than Baht 2,350 million.

In June 2009, CWH had drawn down the loan totalling Baht 2,300 million. As at 31 December 2012, the outstanding loan is equal to Baht 500 million (2011: Baht 500 million).

Subsidiaries

institution for bank overdraft and long-term loan facility of a subsidiary totalling Baht 10 million (2011: Baht 10 million).

Consolidated 2012 2011 Baht Baht

Non-cancellable operating lease commitments Within one year 323,647,489 294,493,057 After one year but within five years 256,608,160 258,895,477 After five years 11,244,063 13,729,715 Total 591,499,712 567,118,249



CONTENTS


35. Event after the reporting period

On 13 February 2013, the Company invested in Cosi Hotels Management Co., Ltd. consisting of 50,000 ordinary shares with a par value of Baht 100 per share (call-up of Baht 25 per share), totalling Baht 1.25 million. Total invested shares represent 100% ownership.

On 13 February 2013, the Company invested in Centara Royalty Marketing Co., Ltd. consisting of 500,000 ordinary shares with a par value of Baht 100 per share (call-up of Baht 25 per share), totalling Baht 12.5 million. Total invested shares represent 100% ownership.

At the Board of Directors’ meeting No.1/2013 on 21 February 2013, the board approved the declaration of the annual dividend at Baht 0.30 each (2011: Baht 0.15), totalling Baht 405.0 million (2011: Bath 202.5 million).

At the Board of Directors’ meeting No.1/2013 on 21 February 2013, the board approved additionally acquired the investment portion of 30.77%, (existing direct portion is 68.54%), totalling Baht 120 million of the share capital of Karon Phuket Hotel Co., Ltd. This made the Company increase the investment direct portion to 99.31%.

34. Commitments with non-related parties

Consolidated Company 2012 2011 2012 2011 Baht Baht Baht Baht Capital commitments Contracted but not provided for - Hotel construction 294,402,009 166,454,895 6,195,779 9,564,319 Total 294,402,009 166,454,895 6,195,779 9,564,319 Non-cancellable operating lease and service Commitments of Central Restaurant Groups Co., Ltd. Within one year 138,572,582 107,123,647 - - After one year but within five years 120,705,679 102,326,263 - - After five years 2,338,334 2,752,434 - - Total 261,616,595 212,202,344 - -



ANALYSIS AND EXPLANATION OF FINANCIAL STATUSAND OPERATING RESULTS For the years ended 31 December 2012

CONTENTS

1. OPERATING PERFORMANCE RESULTS : Full Year 2012Overview For the full year (FY) 2012 period, Central Plaza Hotels plc. and its Subsidiaries achieved total consolidated revenues of Baht 14,829.2 million, an increase of Baht 3,374.0 million (or 29.5%) year-on-year (YoY), comprising of hotels business revenues that increased by 31.3%YoY and food business revenues that also increased by 27.1%YoY. The Company and its Subsidiaries achieved total consolidated Earnings before Interest, Tax, and Depreciation & Amortisation (EBITDA) of Baht 3,024.9 million, an increase of Baht 675.8 million (or 28.8%)YoY, and Net Profit of Baht 1,580.8 million,an increase of Baht 1,030.4 million (or 187.2%)YoY.

In 2012, the Company’s hotels business rebounded to its normal level of operations, resulting in increased hotel guests staying and using its hotels services together with a corresponding growth in various meetings events and banqueting functions. Additionally, during the year, the Hotels Business Group made additional investments in 2 existing joint venture companies and 1 associated company, namely:

In expanding its business as mentioned above, the Hotels Business Group was able to consolidate them as Subsidiary Companies and, thus, recognised additional consolidated revenues accordingly. Further, the larger hotel properties – ie: the Centrara Grand Central Plaza Ladprao, Bangkok (of which major refurbishments were completed as at the end of 2011); the Centara Grand and Bangkok Convention Center, Central World; the Centara Grand Mirage Beach Resort, Pattaya; and the Centara Grand Beach Resort, Phuket (which opened for full operations in 2011) – all continued to achieved satisfactory revenues and average occupancy rates throughout the year. These factors all contributed to the overall significant year-on-year hotels business revenues increase.

At the same time, during 2012 the Food Business Group also achieved continuing significant business

outlets being added and the first full year operations of the OOTOYA and YOSHINOYA brand concepts.

As for the full year Net Profit, 2012 can be considered as another outstanding year for the CENTEL Group, in achieving an unprecedented record-breaking total consolidated Net Profit of Baht 1,580.8 million when compared to the previous year. A summary of the consolidated operating performance results of the Company and its Subsidiaries is as follows:




CONTENTS

Consolidated Revenues from Sales and Services Consolidated revenues of Company and its Subsidiaries are derived from 2 core business groups - namely from the hotels business and the food business; whereby for FY/2012 the achieved revenues mix was 44 : 56 percent respectively (compared to 42 : 58 for FY/2011). Total consolidated FY/2012 revenues of Company and its Subsidiaries was Baht 14,829.2 million (compared to Baht 11,455.2 million in 2011), an increase of Baht 3,374.0 million (or 29.5%)YoY, with details of each core business group as follows :

Note: (1) Costs of sales excludes the depreciation & amortisation costs allocated as Costs of sales.

(Amount : in Baht –Million) 2012 2011 YoY Changes ( + increase / - decrease )

Amount % Amount % Amount %

Revenues from Hotels Business 6,130.7 41.3% 4,667.9 40.7% +1,462.8 +31.3%

Revenues from Food Business 8,258.6 55.7% 6,495.3 56.7% +1,763.3 +27.1%

Other income 439.9 3.0% 292.0 2.6% +147.9 +50.7%

TOTAL CONSOLIDATED REVENUES 14,829.2 100.0% 11,455.2 100.0% +3,374.0 +29.5%

Costs of sales – Hotels Business (2,448.3) (39.9%) (1,961.1) (42.0%) +487.2 +24.8%

Costs of sales - Food Business (1) (3,974.9) (48.1%) (3,068.9) (47.2%) +906.0 +29.5%

TOTAL COSTS of SALES (1) (6,423.2) (43.3%) (5,030.0) (43.9%) +1,393.2 +27.7%

LESS: Selling & General Administrative Expenses

(5,440.2) (36.7%) (4,154.1) (36.3%) +1,286.1 +31.0%

ADD : Share of Net Profit/(Loss) from investments, equity method 59.1 0.4% 78.0 0.7% -18.9 -24.2%

EBITDA 3,024.9 20.4% 2,349.1 20.5% +675.8 +28.8%

LESS: Depreciation & Amortisation (1,213.0) (8.2%) (1,134.7) (9.9%) +78.2 +6.9%

EBIT 1,811.9 12.2% 1,214.4 10.6% +597.5 +49.2%

LESS : Financial Costs (486.3) (3.3%) (414.1) (3.6%) +72.2 +17.4%

LESS : Corporate Income Tax (212.8) (1.4%) (255.1) (2.2%) -42.3 -16.6%

interests (42.9) (0.3%) (40.1) (0.4%) +2.8 +7.0%

ADD : Amortisation of Deferred Rental Income (CG Samui)

100.3 0.7% 100.3 0.9% - -

1,170.2 7.9% 605.4 5.3% +564.8 +93.3%

Extra-ordinary items

LESS: Loss from guarantees provisions (40.4) (0.3%) (73.7) (0.6%) +33.3 +45.2%

ADD: Extra-share of net profit from investment in property fund by equity method (25% of loss from guarantee provision)

(7.2) (0.0%) 18.7 0.2% -25.9 -138.5%

ADD: Gain from business acquisition and gain on re-measuring to fair value of investments 458.2 3.1% - - +458.2 +100.0%

NET PROFIT/(LOSS) 1,580.8 10.7% 550.4 4.8% +1,030.4 +187.2%

Gross Profit 7,966.1 55.4% 6,133.2 54.9% +1,832.9 +29.9%




CONTENTS

Total FY/2012 hotels business revenues increased by Baht 1,462.8 million (or 31.3%)YoY, as a result of the sustained promotions as well as marketing activities by Government agencies and associated organisations to maintain continuing increases in international tourist arrivals and growth in domestic tourism, coupled with a more stable local political situation. This facilitated the achievement of an average occupancy (OCC) of 69.9% (or 6.0%) and an average room rate (ARR) of Baht 3,774 per night for the year. Hotel properties that achieved significant increases in revenues during 2012 are :

* CKR from a joint venture company became a full Subsidiary Company in March 2012

** CIRM from an associated company became a full Subsidiary Company in December 2012

Hotels business revenues Revenues for the Hotel Business Group consist of 1) rooms sales, 2) food & beverage sales, and 3) sales of various additional services (such as transfers and transportation, laundry and dry cleaning, spa services, banqueting and functions sales); whereby for 2012 the revenue mix for each of these categories was approximately 53: 38: 9 percent respectively.

The average occupancy (OCC), average room rate (ARR), and total revenues for each hotel property achieved by the Hotels Business Group are as shown below :

*includes CENTARA KATA RESORT, Phuket (a joint venture company)

Hotels Business : Revenues(Baht – Million)

FY/2012Baht

FY/2011Baht

Increase (decrease)

Baht

YoY% change

1 Centara Grand & Bangkok Convention Center, Central World (CGCW) 1,392.0 1,016.3 +375.7 +37.0%

2 Centara Grand Mirage Beach Resort, Pattaya (CMBR) 1,049.0 907.9 +141.1 +15.5%

3 Centara Grand Central Plaza Ladprao, Bangkok (CGLB) 940.7 616.3 +324.4 +52.6%

4 Centara Grand Beach Resort, Phuket (CPBR) 677.4 528.6 +148.8 +28.1%

5 Centara Grand Beach Resort & Villa, Hua Hin (CHBR) 552.4 529.7 +22.7 +4.3%

6 Centara Grand Beach Resort & Villa, Krabi (CKBR) 403.0 377.1 +25.9 +6.9%

7 Centara Grand Beach Resort, Samui (CSBR) 389.8 348.0 +41.8 +12.0%

8 Centara Karon Resort (CKR)* 251.8 - +251.8 +100.0%

9 Centara Haadyai (CHY) 155.4 161.2 -5.8 -3.6%

10 Centara Villa, Samui (CSV) 120.6 80.2 +40.4 +50.4%

11 Centara Villa, Phuket(CVP) 99.1 76.1 +23.0 +30.2%

12 Centara Grand Island Resort & Spa, Maldives (CIRM)** 67.9 - +67.9 +100.0%

13 Centara Mae Sot Hill Resort (CMS) 31.6 26.5 +5.1 +19.2%

TOTAL HOTELS BUSINESS REVENUES 6,130.7 4,667.9 +1,462.8 +31.3%

Hotels Business : KPIs FY 2012 FY 2011 Increase/ (decrease)

YoY% change

Average Occupancy (OCC) - %* 69.9% 63.9% +6.0% +9.4%Average Room Rate (ARR) - Baht * 3,744 3,663 +81 +2.2%RevPAR – Baht * 2,617 2,341 +276 +11.8%




CONTENTS

Co. Ltd., this company changed from being a joint venture company (with CENTEL holding, directly and indirectly, a 50% equity) to become a full Subsidiary Company (with CENTEL now holding, directly and indirectly an 83.9% equity), and, thus, resulted in CENTEL being able to recognised and consolidate additional revenues totaling Baht 251.8 million.

Food business revenues

namely : KFC, Mister Donut, Auntie Anne’s, Pepper Lunch, Beard Papa’s, Chabuton Ramen, Coldstone Creamery, Ryu Shabu Shabu, Ootoya, Yoshinoya, and The Terrace.

For FY/2012, total food business revenues and corresponding YoY growth are as shown below :

Centara Grand and Bangkok Convention Centre at Central World achieved increased revenues of Baht 375.7 million (or 37.0%)YoY as a result of rebounding to its normal level of operations, with increases in both guest room bookings and usage of its various services - including increased meetings, events and banqueting functions.

Centara Grand Central Plaza Ladprao, Bangkok achieved increased revenues of Baht 324.4 million (or 52.6%)YoY after completion of major refurbishments as at the end of 2011.

Centara Grand Beach Resort, Phuket (a 5-star resort with 262 rooms, which opened for full operations in 2011) continued to achieve satisfactory operating results, with total FY/2012 revenues of Baht 677.4 million , an increase of Baht 148.8 million (or 28.1%)YoY.

Food Business Revenues Growth (YoY) FY/2012

Total System Sales (TSS) Growth +33.27%Same Store Sales (SSS) Growth +6.15%

Food Business’sQSR Brands

(Baht – Million)

FY/2012Baht

FY/2011Baht

Increase / decrease

Baht

YoY% change

1 KFC 4,425.5 3,768.9 +656.6 +17.4%

2 Mister Donut 1,646.8 1,476.4 +170.4 +11.5%

3 Ootoya 719.7 207.5 +512.2 +246.8%

4 Auntie Anne’s 664.0 530.5 +133.5 +25.2%

5 Chabuton Ramen 190.3 119.4 +70.9 +59.4%

6 Pepper Lunch 184.2 137.0 +47.2 +34.5%

7 Yoshinoya 100.2 19.9 +80.3 +403.5%

8 Beard Papa’s 88.8 69.7 +19.1 +27.4%

9 Coldstone Creamery 63.9 38.5 +25.4 +66.0%

10 The Terrace 45.5 7.4 +38.1 +514.9%

11 Ryu Shabu Shabu 26.3 28.3 -2.0 -7.1%

12 Others 103.4 91.8 +11.6 +12.6%

TOTAL FOOD BUSINESS REVENUES 8,258.6 6,495.3 +1,763.3 +27.1%




CONTENTS

also shown below :

Total FY/2012 food business revenues increased by Baht 1,763.3 million (or 27.1%)YoY, mainly as a

launched in 2011, the ongoing development and introduction of new menu offerings, price increases, and also sustained proactive marketing and sales promotions campaigns.

outlets as at the end of December 2012, achieving same-stores-sales and total-systems-sales growth of 6.15% and 33.27% (compared to 14.73% and 20.21% in 2011) respectively.

Other income

Other income consists of those derived from hotels management services (in managing and operating various hotel properties owned by others under the Hotels Management Agreements), commercial space rental and services income, and cooperative marketing income; whereby for FY/2012 total other income increased by Baht 147.9 million (or 50.7%) compared to the previous year, as a result of the increased number of properties being managed by the Company and also due to additional revenues derived from the Karon Phuket Hotel Co., Ltd.

QSR brands as at : Dec 31, 2012

Dec 31, 2011 + /- outlets

1 KFC 181 168 +16 / -3

2 Mister Donut 290 266 +29 / -5

3 Auntie Anne’s 101 86 +18 / -3

4 Pepper Lunch 16 13 +4 / -15 Beard Papa’s 17 14 +4 / -1

6 Chatbuton Ramen (launched Mar 13, 2010)(launched Mar 14, 2010) 12 7 +5 / -0

7 Coldstone Creamery (launched Mar 14, 2010) 10 8 +2 / -0

8 Ryu Shabu Shabu (launched Mar 18, 2010) 1 1 +0 / -0

9 Yoshinoya (launched Sept 1, 2011) 9 3 +6 / -0

10 Ootoya (launched Sept 1, 2011) 36 35 +1 / -0

11 The Terrace (launched Oct 1, 2011) 4 2 +2 / -0

TOTAL 677 603 +87 / -13




CONTENTS

Hotels business For FY/2012, the Company and its Subsidiaries had total costs of sales for its hotels business totaling Baht 2,448.3 million (ie: consisting of direct costs, cost of providing in-room services, costs of food & beverage, salaries and welfare benefits for the direct staff, and consumables costs). Thus, relative to total hotel business revenues, this represents a Gross Margin of 60.1%, which is an increase compared to 58.0% in 2011, resulting from the overall growth in hotel business revenues and due to some of the existing hotels returning to their normal level of operations – especially, the Centara Grand and Bangkok Convention Centre, Central World.

Food business

For FY/2012, the Company and its Subsidiaries had total costs of sales for its food business totaling Baht 3,974.9 million (ie: consisting of direct costs, costs of food & beverage, salaries and welfare benefits for the direct staff, and consumables costs). Thus, relative to total food business revenues, this represents a Gross Margin of 51.9%, which is a very marginal decrease (compared to 52.8% achieved in 2011), resulting from the direct costs that reflects the significant increases in revenues together with an increased allocation of the overall selling and administrative expenses. Additionally, ongoing increases in the raw food ingredients prices and the expenses for marketing promotions campaigns also contributed to overall increased costs of sales.

SELLING and GENERAL ADMINISTRATIVE EXPENSES

During FY/2012, selling and general administrative expenses (ie: consisting of salaries and welfare benefits of management and other staff, costs of credit cards usage, as well as use of brand name and franchise fees) of the Company and its Subsidiaries totaled Baht 5,440.2 million, an increase of Baht 1,286.1 million (or 31.0%)YoY. This total amount is equal to 36.7% of total consolidated revenues (compared to 36.3% in 2011), and is

DEPRECIATION & AMORTISATION COSTS

Total depreciation & amortisation costs, in 2012, for the Company and its Subsidiaries totaled Baht 1,213.0 million, an increase of Baht 78.2 million (or 6.9%)YoY. This total amount is equal to 8.2% of total consolidated revenues (compared to 9.9% in 2011), and is due to the increases in both building or facilities and equipment directly resulting from the consolidation of the hotels business during the year.

COSTS OF SALES and GROSS PROFIT For FY/2012, the Company and its Subsidiaries had total costs of sales of Baht 6,423.2 million (compared to Baht 5,030 million in 2011); thus achieving an overall Gross Margin of 55.4% (compared to 54.9% in 2011), with details for each business group shown below :

*Costs of sales EXCLUDES the depreciation & amortisation costs allocated as costs of sales

Business Group(Baht – Million)

FY/2012 FY/2011% Change in Cost of

salesCost of Sales

Gross Margin

%

Cost of Sales

Gross Margin

%Hotels Business 2,448.3 3,682.4 60.1% 1,961.1 2,706.8 58.0% +24.8%

Food Business 3,974.9 4,283.7 51.9% 3,068.9 3,426.4 52.8% +29.5%

TOTAL * 6,423.2 7,966.1 55.4% 5,030.0 6,133.2 54.9% +27.7%




CONTENTS

GAINS FROM SHARE OF PROFITS (by the equity method) During FY/2012, the Company and its Subsidiaries gained from the share in profits (by the equity method) derived from its investments, totaling Baht 59.1 million (a YoY decrease of Baht 18.9 million, or 24.2%), resulting

Thus, the 2 joint venture companies and the 1 associated company all became full Subsidiary Companies of the group, resulting in the overall share of profits, using the equity method, to decrease.

Finance Costs The Company and its Subsidiaries had total financing costs of Baht 486.3 million in FY/2012, an increase of Baht 72.2 million (or 17.4%)YoY. This total amount is equal to 3.3% of total consolidated revenues (compared to 3.6% in 2011), and is mainly due to the additional loans used as a result of ongoing business expansion.

EBITDA For FY/2012, the Company and its Subsidiaries achieved total consolidated EBITDA of Baht 3,024.9 million, an increase of Baht 675.8 million (or 28.8%) YoY, with details as follows:

Hotels business : Total EBITDA increased by Baht 612.0 million (or 48.1%)YoY resulting from the overall improved performances of all hotel properties.

Food business : Total EBITDA increased by Baht 63.8 million (or 5.9%) YoY, primarily due to ongoing

offerings, and the sustained proactive marketing and promotions campaigns; all of which resulted in continuing increased revenues as well as EBITDA.

EBIT and NET PROFIT For FY/2012 the Company and its Subsidiaries achieved a total EBIT of Baht 1,811.9 million, an increase of Baht 597.5 million (or 49.2%)YoY; whereby this total EBIT is equal to 12.2% of total consolidated revenues and an increase when compared to 10.6% for 2011. Therefore, total consolidated Net Profit for FY/2012 was Baht 1,580.8 million, which is a record breaking increase of Baht 1,030.4 million (or 187.2%)YoY. This amount is equal to 10.7% of total consolidated revenues and an increase when compared to 4.8% for 2011. This is primarily because of the overall significantly increased revenues from the hotels business together with the continuing revenues growth from the food business, as described in detail above.

Extraordinary ItemsLoss from Guarantee Provisions Guarantee provisions relate to guarantees for the rental income stream derived from the buildings and facilities of the Centara Grand Beach Resort, Samui, that the Company and one of its Subsidiary Company had given to the unit holders of the CTRAF Property Fund, which is valid for a period of 4 years ending in 2012.

During 2012 the Centara Grand Beach Resort, Samui property was adversely affected by external events relating to global economic downturn and natural disasters together with the very intensive competitive environment of the tourist and hotel business of this travel destination, all of which factors resulted in the overall performance of the Centara Grand Beach Resort, Samui being lower than the expected. Thus, the Company and its Subsidiary Company had to pay the unit holders an additional guarantee amount; whereby the Company decided to make an additional provision amounting to Baht 40.4 million.




CONTENTS

Gains on business acquisition and re-measuring to fair value of investments As a result of the continuing expansion of the Hotels Business Group, which made additional investments during 2012 as follows:

In Q1/12 : Karon Phuket Hotel Co. Ltd. purchased an additional 33.9% equity of the joint venture company (from an existing 50% equity holding), resulting in this Company now becoming a full Subsidiary Company (with the Group now, directly and indirectly, having an 83.9% equity)

In Q2/12 : Centara Maldives Pvt. Ltd. made additional investments to purchase another 25% equity (from an existing 50% equity holding) resulting in the Group now having a 75% equity holding and, thus, instead of recognising the joint venture company based on the equity method, it has become a full Subsidiary Company.

In Q4/12 : R.M.L Leisure Pvt. Ltd. made additional investments to purchase another 49% equity (from an existing 25% equity holding) resulting in the Group now having a 74% equity holding and, thus, instead of being an associated company, it has now become a full Subsidiary Company.

Whereas, prior to the additional investments being made, the shares of the profits were recorded based on the amount of equity holding in the 2 joint venture companies and the 1 associate company; however after the new investments and resulting increased equity holdings, these 3 companies have now become full Subsidiary Companies. Therefore, from the accounting viewpoint, the Company had to undertake a ‘fair value’ asset revaluation exercise before making the additional investments, which, instead of recognising then current value of the investments, resulted in a revaluation of the assets to its new ‘fair value’ for the overall business, the Company had to recognise an extra gain on business acquisition and re-measuring to fair value of investments of totaling Baht 458.2 million for the FY/2012 financial period.

Lastly, in view of the current global economic and the local political environment as well as possible natural disasters that could all have potentially adverse impacts for the overall tourism industry and the hotels business sectors, the CENTEL Group has maintained its efforts to find various measures to reduce overall costs and expenses (ie: ongoing negotiations with key suppliers, making efficient use of energy and utilities, and ongoing effective costs management initiatives). While, additionally, CENTEL will also continue to increase overall revenues, through focusing on expanding its hotels management services activities as well as in maintaining its core food business strategies to

sustaining its proactive marketing and sales promotions campaigns.

2. FINANCIAL STATUS

As at December 31, 2012, the Company and its Subsidiaries have total assets of Baht 27,757.2 million, an overall increase of Baht 6,073.6 million (or 28.0%)YoY, primarily due to the hotels business expansion and its additional investments relating to the Karon Phuket Hotel Co. Ltd., the Centara Maldives Pvt. Ltd., and the R.M.L Leisure Pvt.

increased, during 2012, by 74 new outlets). Details of the assets of the Company and its Subsidiaries are as follows.

Trade Receivables As at December 31, 2012, the Company and its Subsidiaries have total trade receivables of Baht 463.8 million, a increase of Baht 198.8 million (or approximately 75%) compared to the end of 2011; whereby the Company and its Subsidiaries collected payments for its trade receivables in approximately 22 days (that excludes the collection of the revenues for its CRG Subsidiary, all of which are mainly cash sales) which is in line with the Group’s credit policy of requiring payments within a 15 – 30 period. An analysis of the aging of its trade receivables are given in the chart below:




CONTENTS

As at December 31, 2012, the current portion of trade receivables accounted for 70.1% of its total trade receivables, while those less than 3 months accounted for 18.6% of the total. The Company and its Subsidiaries have a policy of making provision for possible uncollectable bad debts, that is based on the customer’s past payments track record and estimated collections going forward. Therefore, a provision of Baht 3.8 million has been made as at the end of 2012, which amount is considered to be sufficient to cover any possible uncollectible trade receivables.

Property, plant and equipment, intangible assets, and leasehold rights (net) : As at December 31, 2012, the Company and its Subsidiaries have property, plant and equipment assets with a total net value of Baht 19,191.7 million (compared to Baht 13,320 million as at the end of 2011), together with an additional net value of intangible assets totaling Baht 319.0 million (compared to Baht 341.4 million in 2011) and a net value of leasehold rights totaling Baht 876.1 million (compared to Baht 416.5 million in 2011), details of which are given below :

Trade Receivables As at Dec 31, 2012 As at Dec 31, 2011

Baht - Million % Baht – Million %Within credit terms 328.0 70.1% 203.3 75.9%Overdue: Less than 3 months 86.8 18.6% 36.8 13.7% 3-6 months 37.2 8.0% 11.3 4.2%

6-12 months 3.1 0.7% 7.1 2.7%

Over 12 months 12.5 2.6% 9.3 3.5%Total 467.6 100.0% 267.8 100.0%

Less : Provisions for impairment of trade AR (3.8) (2.8)

Net Trade Receivables 463.8 265.0

NET ASSETS(Baht million)

As at Dec 31, 2012

As at Dec 31, 2011

Property, plant and equipment (net) Hotels businessFood business

17,685.01,506.7

12,102.91,217.1

Sub total 19,191.7 13,320.0Intangible Assets (net)

Hotels businessFood business

64.6254.4

68.4273.0

Sub total 319.0 341.4Leasehold rights (net)

Hotels businessFood business

816.759.4

350.166.4

Sub total 876.1 416.5

Over 12 months 12.5 2.6%

TOTAL ASSETS (net)(property, plant & equipment, intangible assets and leasehold rights)

20,386.8 14,077.9




CONTENTS

The total net value of all its property, plant and equipment increased by Baht 5,871.7 million (or 44.1%) compared to the end of 2011, comprising of :

1. Additional investments for its hotels business (as described above) relating to the Karon Phuket Hotel Co. Ltd., the Centara Maldives Pvt. Ltd., and the R.M.L Leisure Pvt. Ltd.

2.

3. Asset revaluation, in December 2012, of the company and 4 Subsidiaries (based on revenues projections) resulting in the Company and its subsidiaries recording the additional asset values based on the value of accrued income taxes totaling Baht 2,190.6 million.

The total (net) value of intangible assets decreased by Baht 22.4 million, due to related amortization during 2012.

The total (net) value of leasehold rights, as at the end of 2012, increased by Baht 459.6 million (or 110.3%) as a result of the increased investment in Centara Maldives Pvt. Ltd., and R.M.L Leisure Pvt. Ltd., the assets of which companies include existing leasehold rights in the Maldives.

3. SOUCES OF FUNDS

Debts

As at December 31, 2012, the Company and its Subsidiaries have total outstanding debts of Baht 17,698.4 million, an increase of Baht 2,063.5 million (or 13.2%) compared to the end of 2011, resulting from the Company using both increased short term loans from financial institutions totaling Baht 710 million and long term loans from financial institutions totaling Baht 2,975.2 million. The increased mainly came from made use of previously unused available credit facilities totaling Baht 1,500 million and loans from financial institutions of Centara Maldives Pvt. Ltd. and R.M.L. Leisure Pvt Ltd. which taking into consolidation in Financial Statement for the year 2012 amounting to Baht 1,352.2 million. Further, during 2012, the Company also redeemed debentures that matured during the year amounting to Baht 1,600 million.

As at December 31, 2012, the Company and its Subsidiaries have total interest bearing debts and associated loan facilities and associated interest costs as follows:

Types of Loans/DebtsAvailable

Credit FacilitiesUsed

Credit FacilitiesApplicable

Interest Rates Baht - Million Baht – Million

Bank Overdrafts 954.0 59.4 MOR

Short term loans 2,540.0 2,540.0 2.92% - 3.02%

Long term loans* 6,101.2 6,101.2 3 months Fixed Deposit Rate + 2.50%, MLR -1.75%

2. Debentures (net) - 3,199.0 3.40%, 4.65% - 4.86%MLR -3.0%

3. Short term loans from persons/other businesses - 61.1 0.0%

4. Debts relating to PPF unit holders 93.0 MLR – 1.0%

TOTAL 12,053.7

*for use in the Centara Grand Beach Resort & Villa, Krabi (CKBR) , the Centara Grand and Bangkok Convention Center, Central World (CGCW), Centara Grand Mirage Beach Resort, Pattaya (CMBR), and the Centara Grand Beach Resort, Phuket (CPBR) projects.**net of associated accrued costs relating to the issue of debentures, totaling Baht 1.0 million




CONTENTS

CASH FLOW (Baht –Million) 2012 2011 % Change

From operating activities 2,709.4 2,153.5 +25.8%Used in investing activities (2,011.9) (2,147.6) -6.3%

(628.8) 7.3 -8,713.7%TOTAL – NET 68.7 13.2

Shareholders’ Equity :

At the EGM No 1/2006 held on June 21, 2006, the Shareholders approved the following resolutions relating to the Group’s registered capital :

1. Approved the change in the par value of the Company’s share to Baht 1.00 per share (from Baht 5.00 per share previously), resulting in the total number of share issued to be 900 million (from 180 million) shares.

2. Approved a registered capital increase of the Company to be Baht 1,580.8 million (from the Baht 900 million), through the issue of 680.8 million new ordinary share with a par value of Baht 1.00 per share.

3. Approved the allocation of these new ordinary shares issued as a result of the increase in the registered capital as follows:

3.1 allocate not more than 450 million new ordinary shares (at a par value of Baht 1.00 per share) to be sold to existing Shareholders on a pro rata basis

3.2 allocate not more than 170 million new ordinary shares (at a par value of Baht 1.00 per share) to be sold to the general public

3.3 allocate not more than 60.8 million new ordinary shares (at a par value of Baht 1.00 per share) to be made available to meet the rights to purchase new ordinary shares by holders of issued warrants of the Company.

Therefore, in August 2006 the Company received a total of Baht 720.0 million from the sale of 450 million new ordinary shares (offered at a selling price of Baht 1.60 per share) issued; and also registered a capital increase from Baht 900 million to Baht 1,350 million on August 3, 2006.

At the Annual General Meeting of Shareholders on 23 April 2012, the shareholders approved the reduction of the Company’s registered capital from Baht 1,580,800,000 to Baht 1,350,000,000 through the elimination of the registered, but unissued of 230,800,000 shares, with a par value of Baht 1 each.

Appropriateness of the Capital Structure

As at December 31, 2012 and 2011, the Company and its Subsidiaries have a Debt/Equity ratio of 1.20 : 1 and 1.65 : 1 respectively, which capital structure is still in accordance with all the covenants of its loans agreements, whereby a portion of its funds for investments come from the achieved cash flows from operations in addition to its various loans facilities.

4. CASH FLOW and MAINTAINING LIQUIDITY RATIO

Net Cash Flows

The Company and its Subsidiaries achieved net cash flows from the various activities as at the end of December 31, 2012 as shown below :




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Operating Activities: Net cash flow from the operations of the Company and its Subsidiaries as at the end of December 31, 2012 totaled Baht 2,709.4 million, an increase of 25.8% from the end of the previous year.

Investing Activities: Net cash flow used in the investing activities of the Company and its Subsidiaries as at the end of December 31, 2012 totaled Baht 2,011.9 million, used primarily for investments in the additional new

Financing Activities: Net cash flow used in the financing activities of the of the Company and its Subsidi-aries as at the end of December 31, 2012 totaled Baht 628.8 million, primarily for the repayment of existing loans from financial institutions and payment of interest expenses.

Liquidity Ratio

As at the end of December 31, 2012 and 2011, the Company and its Subsidiaries have a liquidity ratio of 0.25 and 0.27 respectively; whereby this liquidity ratio has decreased from the end of 2011 as a result of the increase use of both short term and long term loans from financial institutions.

In assessing the ability to meet principal and interest payment commitments by the Company and its Subsidiaries, as at the end of December 31, 2012, its “Debt Service Coverage Ratio” was 1.50 times (compared to 1.10 times as at the end of 2011); whereby the Company and its Subsidiaries have sufficient net cash flows to meet these commitments. Additionally, the Company and its Subsidiaries still have sufficient positive cash flow to meet its ongoing debts principal and interest payments commitments.


CONTENTS

NATURE OF BUSINESS


CONTENTS


CONTENTS

REVENUE STRUCTURE

Business Operated by

(Unit : Million Baht)

Current%

Holding

2012 2011 2010


Hotel Sales revenues

Centara Grand at Central Plaza Ladprao Bangkok -- 940.7 6.3 616.3 5.4 664.9 7.1

Centara Grand Beach Resort & Villas Hua Hin 63.9% 552.4 3.7 529.7 4.6 515.9 5.5

Centara Grand Beach Resort Samui 100.0% 389.8 2.6 348.0 3.0 401.0 4.2

Centara Hat Yai 100.0% 155.4 1.0 161.2 1.4 147.1 1.5

Centara Mae Sot Hill Resort 98.4% 31.6 0.2 26.5 0.2 30.3 0.3

Centara Villas Samui 100.0% 120.6 0.8 80.2 0.7 89.9 1.0

Centara Villas Phuket 100.0% 99.1 0.7 76.1 0.7 82.8 0.9Centara Grand Beach Resort & Villas Krabi 100.0% 403.0 2.7 377.1 3.3 363.0 3.9

Centara Grand & Bangkok Convention Centre at Central World

100.0% 1,392.0 9.4 1,016.3 8.9 779.2 8.3

Centara Grand Mirage Beach Resort Pattaya 100.0% 1,049.0 7.1 907.9 7.9 765.3 8.1

Centara Grand Beach Resort Phuket(1)

100.0% 677.4 4.6 528.6 4.6 52.2 0.6

Centara Karon Resort Phuket 83.9%* 251.8 1.7 - - - -Centara Grand Island Resort & Spa Maldives 74.0% 67.9 0.5 - - - -

Total sales from Hotel Business 6,130.7 41.3 4,667.9 40.7 3,891.6 41.4


CONTENTS

REVENUE STRUCTURE

Business Operated by

(Unit : Million Baht)

Current%

Holding

2012 2011 2010


Food Sales revenues

Mister Donut 100.0% 1,646.8 29.8 1,476.4 12.9 1,318.7 14.0

KFC 100.0% 4,425.5 11.1 3,768.9 32.9 3,185.4 33.9

Auntie Anne’s 100.0% 664.0 4.5 530.5 4.6 463.4 4.9

Pepper Lunch 100.0% 184.2 1.2 137.0 1.2 80.2 0.8

Beard Papa 100.0% 88.8 0.6 69.7 0.6 50.3 0.5

Chabuton Ramen 100.0% 190.3 1.3 119.4 1.1 25.6 0.3

Cold Stone Creamery 100.0% 63.9 0.4 38.5 0.3 15.3 0.2

Ryu Shabu Shabu 100.0% 26.3 0.2 28.3 0.2 15.4 0.2

Yoshinoya 100.0% 100.2 0.7 19.9 0.2 - -

Ootoya 100.0% 719.7 4.9 207.5 1.8 - -

The Terrace 100.0% 45.5 0.3 7.4 0.1 - -

Other sales revenues 100.0% 103.4 0.7 91.8 0.8 95.0 1.0Total sales from Food Business 8,258.6 55.7 6,495.3 56.7 5,249.3 55.8

Other income(2) 439.9 3.0 292.0 2.6 259.0 2.8

Total revenues(3) 14,829.2 100.0 11,455.2 100.0 9,399.9 100.0

*By direct and indirect shareholding

Note:

1. Centara Grand Beach Resort Phuket partially operated (soft opening) in November 2010 and fully operated (grand opening) in February 2011.

2. Other income comprised hotel management fee, rental and service fee, marketing support fund and subsidy, etc.

3. Total revenues did not include amortization of rental income (from the property fund) relating to the Centara Grand Samui Hotel Project for the year 2012 of Baht 100.3 million (Y2011 and Y2010: Baht 100.3 million each) and extra-loss from investment in property fund accounted for equity method of Baht 7.2 million. (Y2011: extra-gain Baht 18.7 million and Y2010: extra-loss Baht 13.2 million)


CONTENTS

RISK FACTORS

This document is a summary report on the various possible and foreseen risk factors that may potentially

risk factors in addition to those detailed below.

EXTERNAL BUSINESS ENVIRONMENTAL RISKS The Hotels Business sector is one that can be directly and immediately affected by those external business environment factors which can impact the tourism industry and which are basically beyond the control of hotel op-erators – such as: political instability or unrest and resultant political rallies; as well as natural disasters economic downturns and fuel continuously price up including deterioration of natural environment. All these events can have a critical affect on the decision of international and local tourists whether to travel or not. However, since the Company and its Subsidiaries have established hotels properties in diverse key travel destinations within the various key parts of Thailand as well as the regions of Asia, while it has also been expand-ing its hotels properties management business activities and it has been able to managed its costs effectively, the Group is able to adapt to the potentially ever-changing business environment and market conditions. This business

enable the Group to effectively minimize any potential adverse impacts resulting from any or all of the abovemen-tioned possible external risk factors.

-tors, such as health epidemics or widespread animal diseases, which is a major raw material for the food service

-ness revenues in the immediate stage of an epidemic or crisis; however once consumers become more informed

market, these factors will facilitate to minimize any potential negative impacts from such possible external risks. Moreover, the Company will continue to focus on further R&D efforts in developing new product/menu offerings as well as new services and marketing channels in order to be able to maintain effective responses to any possible external risk factors as mentioned above.

RISKS OF POSSIBLE PARTIAL LOSSES OF REVENUES DUE TO COMPETITIVE ACTIVITIES The hotels business has always been very competitive due to the continuing entrance of new top-end hotel properties as well as ongoing properties and services development by existing hotel operators, thus resulting in keen price-oriented competition. This business environment may have some potential adverse impacts on both the

as due to the sustain development of new food products or menu offerings. This business environment may have

The Company and its Subsidiaries realizes the high level of competitiveness in the food services business and have, therefore, always given great importance to continued development and training of its human resources

-cepted and popular with the consumers. This is effectively achieved through having a team of well-experienced food services professionals. Furthermore, the Company has always emphasized the need for good business and marketing planning

-going efforts in developing and launching new innovative food products and menu offerings as well as in expanding its business footprint to cover a widespread area throughout all the regions of Thailand. This has resulted in a solid

-ers in the market place.

RISKS OF POSSIBLE PARTIAL LOSSES OF REVENUES FROM FRANCHISED OPERATIONS

arrangements from the respective principal international Franchisors; whereby the franchise agreement includes

franchise to the Company or its Subsidiaries, or agrees to renew the franchise term under new conditions that are

adjustment in the revenue sharing arrangement, these factors may then result in an overall or, at least a partial,


CONTENTS

The Company has emphasized the maintenance of good business relationships with the respective Fran-chisors and on always being well-prepared to negotiate franchise term renewals prior to its expiry date. Addition-ally, because the Company has been the Franchisee to the respective international Franchisors for a long time and

continued to remain successful in renewing franchise terms and agreements.

RISKS OF POSSIBLE PARTIAL LOSSES OF FOOD BUSINESS REVENUES DUE TO FACILITIES LEASE AND/OR RENTAL CONTRACT RENEWALS

the Company and its Subsidiaries are rented facilities located in shopping malls or within department stores under

does not obtain a rental agreement renewal – especially for those locations with high revenue potential, or if the

rents or required payment increases relating to upfront fees for the right to rent or to register the rental agreement, these factors may then have an overall, or partial, impact on the potential revenues for the Company’s food service/

However, since most of the current facilities rental agreements have varying terms as well as different start-up and expiry dates, this enables the Company to partly ‘spread out’ the potential risks. At the same time, the Company has always continued to expand and open new outlets into new locations as well as to give importance in focusing on rented facilities that offer the most satisfactory terms and returns, and to initiate each agreement renewal negotiations well in advance of their expiry dates. Additionally, since the Company and its Subsidiaries

to the shopping mall or department store locations, and also because the Subsidiaries rent altogether a cumula-

special consideration and priority treatment in any rental agreement renewals negotiations from the shopping mall and department store operators.

RISKS FACTORS DUE TO THE NEED TO COMPLY WITH THE TERMS AND CONDITIONS OF THE DE-BENTURE ISSUE AND LONG TERM LOANS AGREEMENTS Under the various conditions and covenants relating to its debentures issue as well as its long term loans agreements, the Company and one of its Subsidiary Company is obliged to maintain an overall Debt to Equity (D/E

In fact, as at December 31, 2012, the Company and its Subsidiaries have maintained a D/E Ratio of 1.20 :1.

RISKS FACTORS AS A RESULT OF THE LOANS FACILITIES STRUCTURE As at December 31, 2012, the Company and its Subsidiaries have these loans obligations : overdraft facilities and short term loans totaling Baht 5,080.4 million, and long term loans totaling Baht 6,973.2 million re-spectively; whereby it still has unused loans facilities that is almost equal to its current total outstanding short term loans. RISKS FACTORS DUE TO FOREIGN EXCHANGE RATES FLUCTUATIONS Part of the overall revenues of the Company and its Subsidiaries are receipts in foreign currencies, which are payments for hotels services from overseas travelers, whereby each year the Company sets room rates that are based on the current foreign exchanges rates and forecasts of foreign exchanges analysts as well as include

-

However, in the past, both the foreign currency receipts and payments together only account for a very small portion of the overall total revenues and payments of the Company and its Subsidiaries respectively; where-

-

RISKS FACTORS DUE TO INTEREST RATES VARIATIONS

-est rate’; whereby for every 0.25% increase or decrease in the overall interest rate, the impact for the Company will be an increase or decrease in total interest costs payable of approximately Baht 18 million.


CONTENTS

MESSAGE FROM THE CHAIRMAN

good corporate governance that are in place is a key operational success factor for the group that affords our

that summarises the various Board and Management structure together with the related 6 key policies as well as associated practices and procedures, based on principles of good corporate governance, that are required to be complied to by the Board, Management and the staff, namely :

1. ACCOUNTABILITY : being accountable for one’s own decisions and actions, as well as being able to clarify and effectively explain the basis of such decisions and actions.

2. RESPONSIBILITY : being responsible in discharging one’s responsibilities and duties to the best of one’s ability and effectiveness.

3. the same basis, as well as being able to effectively explain such behavior.

4. disclosing the required and relevant information in an open manner to all parties involved.

5. VISION TO CREAT LONG TERM VALUE : having the foresight to be able to see through situations as well as to make business-related decisions that will effectively build value for the business and Com-pany in the long term.

6. just manner.

The Board of Directors will undertake its best possible efforts to oversee the operations and ensure that all the above key policies as well as associated practices and procedures are all observed and strictly complied to, whereby close follow-up actions and continuing improvements will be initiated to ensure that they are always

our Shareholders.

The Board of Directors hopes that the summary document will clearly demonstrate our genuine intent, our transparency and our continuing commitment to determine effective strategic directions as well as to constantly

-ers will always be well looked after.

POLICY ON CORPORATE GOVERNACE

Mr. Suthikiati ChirathivatChairman of the Board

November, 2011


CONTENTS

BOARD OF DIRECTORS

Composition and Appointments

experienced in this business as well as having the skills and vision; whereby they are appointed by the Shareholders Meeting while the Board itself will elect and appoint the Chairman, Vice Chairman and a number of other Board positions as appropriate to the size of the Company’s business operations as well as to ensure their effective performances.

1. The Board of Directors will consist of not less than 5 Directors with at least one-third of the total number of Directors being Independent Directors, of which there will be at least 3; while not less than half of the Directors must reside in Thailand.

2. The Board of Directors will elect and appoint one of the Directors as the Chairman and, as deemed appro-priate, one (or several) Vice Chairman. The Board can also authorised one or more Directors or any other person(s) to act on its behalf.

3. of roles and responsibilities as well as balance of power in the overall operations of the business.

4. The appointments of Directors must be in accordance with the laws as well as all the relevant rules and regula-tions as well as in a transparent and clear manner.

(1) In the event that a Director complete his term of service and retires from the Directorship, the Shareholders

of votes in his/her favour so as to have the total number of Directors as agreed; and in the event that there is a tie (between two nominated persons), the Chairman will have the deciding vote.

(2) In the event that a directorship becomes vacant due to any reason other than a retirement after completion of the term of service, at the immediate next Board meeting the Board of Directors will appoint a person who is

remaining terms of service of that directorship – unless the remaining term of service in question is less than 2 months; whereby such an appointment must receive not less than three quarters of total votes of the remaining number of Directors.

1. A Director must be a normal person, who

1) has come of age,

2) is not bankrupt, incapable or seemingly incapable,

Government and non-Government organisation due to fraudulent acts in the discharge of responsibilities.

2. A Director must have the knowledge, capability and extensive experiences that will be of added value in from

devote to the responsibilities in being a Director.

3. A Director can take up directorships in other business organizations, without being a hindrance to the discharge of responsibilities as a Director of the Company; whereby not more than a total of 5 concurrent directorships in listed companies on the Stock Exchange of Thailand can be held at any one time.

4. A Director is prohibited from undertaking any business that is similar in nature to and in competition with that of the Company; and also is prohibited in being (a)a partner in an ordinary partnership or being as partner with unlimited liability in any limited liabilities partnerships or (b) in a Director in any private companies or organisa-tions that operate a business that is similar in nature to and in competition with that of the Company - regard-

meeting prior to being appointed as such.

5. control of the Company’s Management and/or majority Shareholders, and not in any way be involved with or

-tor are as follows :

1) Having not more than 0.5% ownership of the total number of voting shares of the Company, the parent Company as well as of any Subsidiary Companies, joint venture Companies or any juristic entity that may have

persons related to the respective Independent Director in question.


CONTENTS

2) Currently is or has been in the past a Director involved in the management or an employee, staff, or con-sultant with a regular monthly salary of the Company, as well as in a position of control over the Company, the parent Company and its Subsidiaries, joint venture Companies, a Subsidiary of the same level or any juristic

at least 2 years prior to being appointed as a Director of the Company.

3) Is not related to by blood, or by legal registration, as a father, mother, spouse, sibling, or child and including spouses of the children and of member of management member, and to the majority Shareholder of or a party with control over the Company, or persons(s) nominated to be the management and person with control over the Company and its Subsidiaries.

4) Currently has or in the past has had any business relationships with the Company, the parent Company

may result in impeding the fully independence of consideration and judgment being exercised; and including not being or having been a major shareholder, a Director (who is not an Independent Director), member of the Management of those organisations that have a business relationship with the Company, the parent Company and its Subsidiaries, joint venture Companies, a Subsidiary of the same level or any juristic entity that may have

to being appointed as a Director of the Company.

The business relationship as described in the paragraph above includes any normal transactions in the course of operating the businesses – namely the leasing/rental of property by either party; transactions relating to

pledging of assets as a security against loans received and other activities of a similar nature that result in either the Company or the counter party having a debt liability towards the other party from 3% of the total tangible assets of the Company or from Baht 20 million upwards. The calculation of such debt liabilities should be in accordance to the method of calculating the value of any related transactions as prescribed by the announce-ment of the Capital Markets Supervisory Board (CMSB) in regard to the compliance regulations in undertaking related transactions; but however in taking into consideration any such debt liabilities that have been incurred during a period of 1 year prior the start of any business relationship(s) with another party.

5) Currently is or has been in the past an external auditor of the Company, the parent Company and its

not being a major shareholder or Director (who is not an Independent Director), member of Management, and

-minated or has ended for a period of at least 2 years prior to being appointed as a Director of the Company.

6) Currently is or has been in the past been a professional services provider to (inclusive of business, legal

Company, the parent Company and its Subsidiaries, joint venture Companies, or any juristic person(s) that may

then this criteria should also include being a major shareholder, Director (who is not an Independent Director),

such status has been terminated or has ended for a period of at least 2 years prior to being appointed as a Director of the Company.

7) Is not a Director who has been appointed the authorised representative of a Director of the Company, of the majority Shareholder of the Company, or of a shareholder who is connected to the majority Shareholder of the Company.

-tor, employee staff, consultant with a regular monthly salary, or holds more than 1% of the total voting shares of another company which operates a business that is similar in nature to and a competitor of the Company or its Subsidiaries.

opinions in regard to the business operations and activities of the Company.

Independent Director(s) may be assigned by the Board of Directors to make decisions relating to the operations of the Company, the parent Company and its Subsidiaries, joint venture Companies, or Subsidiaries at the same level

Term of Service

1. At every Annual General Shareholders Meeting (AGM), one-third (or the nearest equivalent number) of the total number of Directors are required to retire by rotation.

2. by all drawing lots to see who had to retire by rotation; but thereafter, those Directors with the longest term of


CONTENTS

service retired by rotation. However, Directors who retire may be nominated for appointment as a Director of the Company for another term.

Apart from retiring by rotation in the above manner, the termination of a Director’s term of service may be through:

1). Death

2). Resignation

the Company’s regulations, whereby either the Shareholders meeting make a resolution to terminate the Di-rectorship, requiring at least a total of at least three quarters and not less than half of the total number of valid votes present at the meeting voting in favour of the termination.

3. Directors wishing to resign must do so by submitting a written resignation letter to the Company.

4. Independent Directors cannot serve for more than 2 consecutive terms for the sake of ensuring full independ-ence in the consideration of any matters and expressing any opinions in the capacity as an Independent Director.

Duties and Responsibilities of Directors

1. To discharge their duties and responsibilities in accordance with the laws, objectives and regulations of the Company as well as all the resolutions of the Board of Directors and Shareholders’ meetings, and with a duty of loyalty, duty of care, together with full accountability and ethics by always taking into consideration the best

2. Company and undertaking close follow-up and monitoring of the various operations performance results on a continuing basis in order to ensure that the operational activities are in accordance with the established busi-ness directions and plans and that any obstacles or issues can be resolved in a timely manner.

3. of the Board according to the law and regulations of the Company, including the approval of the any investment budgets in excess of Baht 100 million

4. Consider and approve the setting up of and appointments to Board Committees so that they can effectively support the Board, as appropriate and necessary; whereby close monitoring of the activities and performance pf these Board Committees will also be undertaken on a regular basis.

5. Independent Directors must exercise their judgment in a fully independent manner in their consideration of matters relating to proposed strategies, management of the Company, appointments of Directors, and set-ting operational standards, as well as must be prepared to oppose any actions on the part of management or other Directors in the event they have opposing views with regard matters impacting the equal treatment of all Shareholders alike.

6. Ensuring proper disclosure of relevant information to all Shareholders and Stakeholders groups in a correct, comprehensive, transparent, reliable and timely manner as well as on an equal basis.

7.

8. Establish as well as implement appropriate and effective risks management procedures and processes, so as to enable sound assessment, monitoring and management of risks.

9. Appoint a Company Secretary, who will be able to assist the Board in various oversight activities, and ensuring that the Board as well as the Company fully comply with all the relevant; laws and regulations.

10. -work for members of the Board, Management and the staff.

11. are implements, as well as promote the dissemination of this guideline, in order to ensure that they are fully understood and strictly complied to within the operations of the Company.

12. related parties in a transparent manner.

13.


CONTENTS

required to take corrective actions within the recommended and appropriate time frame as proposed by the Audit Committee.

14. -ment positions of the Company.

15. Review and improve, on a regular basis, any key policies and important business plans, so that they are always current with and correspond to the latest situation or business environment.

16. Review and improve, on a regular basis, the Charter of the Board of Directors.

17. Solicit and acquire professional opinions regarding the operations of the Company through hiring outside con-sultants at the expense of the Company.

18. Discharge any other duties relating to the business of the company as authorized and assigned by the Share-holders.

Board of Directors Meetings

1. The Board of directors must meet at least every quarter, whereby schedule meeting dates are determined in advance for the entire year but additional special meetings can be schedules as deemed necessary.

2. A minimum of 2 Directors, together, can call for a Board meeting to take place, whereby the Chairman or an authorised person will schedule the meeting date within a period of 14 days that such a meeting is formally requested.

3. In holding a Board meeting, the Chairman or an authorised person will send out a notice of the meeting, that indicates the date, time and venue for the meeting together with the purpose and agenda, to all Directors at least 7 days in advance or and prior to the scheduled meeting date, except in the event of an urgent need to have a meeting in order to protect the Company rights or interests whereby other appropriate means of giving notice of a planned meeting within a shorter period of time will be used.

4. For every Board meeting, at least half of the total number of Directors of the Company must be present to con-stitute a quorum, with the Chairman of the Board acting as the Chairman of the meeting. However, in the event that the Chairman of the Board is not present or is unable to attend the meeting, then the Directors present will appoint a Director to act as the Chairman for the meeting accordingly.

5. In voting for and making a resolution regarding an agenda item being considered during a Board meeting, the majority vote will win whereby one Director has one vote; and in the event of a tie then the chairman can cast an additional vote to decide on the matter. Further, Directors who have a vested interest in the agenda item being considered must excuse themselves and will also not have a vote in that matter.

6. The Board of Directors has the authority to invite members of Management, Executives or various persons within the Company who are involved in a matter being considered to attend a meeting and give their opinions

7. Non-Executive Directors must meet without Executive Directors or members of management being present at least once a year, in order to discuss and review their discharge of duties and performance.

8. The Company Secretary will be responsible for taking the minutes of Board meetings.

Board Reports

The Board of Directors must submit a report on the operating performance results of the Company to the Share-holders by using the 56-1 detailed report form and the Company’s Annual Report ( 56 -2 form), containing the details as required by law as well as relevant rules and regulations.

BOARD COMMITTEES

The Board of Directors is authorised to establish two Board Committees and appoint Directors to be members in order to undertake special and additional responsibilities assigned to them, namely the Audit Committee and the Nomina-tion and Compensation Committee.

The above established Board Committees are authorised to invite members of Management to attend their re-

consultants, at the expense of the Company, to give their appropriate opinions as required on any relevant matters.

Audit Committee

The Audit Committee has a role relating to the activities assigned to it from the Board of Directors, whereby they will perform in accordance the agreed charter of the Audit Committee as well as the authorised scope of authority and re-sponsibilities in


CONTENTS

reviewing and assessing, together with the external auditor(s) and the internal audit group, that the Company has the proper, appropriate and effective internal controls in place

investigating and reviewing internally in the event that a suspicious or presumed case of fraudulent or abnor-

whereby a full report is submitted to the Board of Directors for their consideration accordingly. Further, the

appointed as the authorised external auditor(s) of the Company as well as the associated remuneration. And the Audit committee is also required to hold a meeting, at least once a year, with the external auditor(s) without any member of the Management being present.

The Audit Committee must have at least 3 Independent Directors or a total number as prescribed by the Securi-ties Exchange Commission, the Chairman of the Board, or the Chairman of the Audit Committee, whereby all members be Directors with full independence as well as able to exercise completely independent judgment in an equitable manner in their considerations and in the course of discharge their assigned responsibilities. They must also possess the quali-

-edgeable and experienced to be able to review the accuracy and correctness of the Financial Statements of the Com-pany. For meetings of the Audit Committee there must be at least half of the members present to constitute a quorum.

Membership of the Audit Committee will have a term of service of not more than 3 years per term or equal to the remaining term of service as a Director. Members whose term has been completed, and thus retiring, will be eligible to be nominated for appointment to another term. However, should a membership becomes vacant for any reason other

up that membership for the remaining term of service, so that there will be the total number of members of the Audit Committee as originally established.

The Director of the Internal Audit will serve as the Secretary of the Audit Committee, responsible for arrang-ing the meetings of the Committee to take place as well as to coordinate that required and relevant reports of the Audit Committee be prepared and submitted to the Board of Directors, investors, Shareholders and the Stock Exchange of Thailand. The Secretary of the Audit Committee is required to attend all meetings of the Committee but is not entitled to a vote, but can, however propose the appointment of an assistant to the Secretary.

At least a total of 4 meetings of the Audit Committee must be held each year, in order to review the Financial Statements, as well as assess activities relating to internal controls, risks management, and compliance to the applicable regulations of the Stock Exchange of Thailand and laws for listed companies.

Written notices of Audit Committee meetings are to be sent to members at least 5 days prior to the scheduled meeting date, which have been determined in advance for the year; whereby members of the Audit Committee are re-quired to attend a minimum of three quarters of the total number of Committee meetings held during the year.

Nomination and Compensation Committee

The Nomination and Compensation Committee must have at least 5 members, of which at minimum of half must be Independent or outside Directors, whereby there must be at least half of the total members and including at least 1 Independent Director present to constitute a quorum.

Membership of the Nomination and Compensation Committee will have a term of service of not more than 3 years per term or equal to the remaining term of service as a Director, and must be selected for appointment by the Board of Directors. Members whose term has been completed, and thus retiring, will be eligible to be nominated for appoint-ment to another term.

There must be a minimum of 1 meeting of the Nomination and Compensation Committee per year or as re--

sation Committee, whereby written notices of Committee meetings together with the proposed agenda and supporting

for members to review the topics to be considered, and reports of the activities of each Committee meeting are to be prepared and submitted to the Board.

Responsibilities in selecting and nominating proposed appointees

1. Determine and propose to the Board of Directors, for consideration and approval, policies and criteria for the

approved by the Board, these policies and criteria will then also be submitted to the Shareholders meeting for consideration and approval.

2. Propose to the Board of Directors, for consideration and approval, policies and criteria for the selection and

equitable and reasonable.


CONTENTS

3. Review and propose to the Board of Directors, for consideration and approval, policies and strategies relating to human resources that are considered appropriate for the operations of the Company.

4. -tions for consideration to be appointed as Directors and/or the CEO of the Company as the case may be.

5. Review the ratio by type, total number, and required experiences of the Directors to be appointed to the Board of Directors, as well as making recommendations in regard to the selection of those to be appointed to take up any vacant Directorships.

6. Ensure that an effective succession plan is in place – especially in regard to the Directors and the CEO of the Company.

7. Determine the various terms and conditions in the Agreement of Employment/Appointment for the CEOof the Company, as well as undertake regular performance evaluation of the incumbent and/or propose a successor to that position as required.

Responsibilities in determining compensation

1. Determine and propose to the Board of Directors, for consideration and approval, policies relating to and the types of compensation for Directors of the Company that are appropriate with the strategies and operations of

policies and criteria will then also be submitted to the Shareholders meeting for consideration and approval.

2. Determine and propose to the Board of Directors, for consideration and approval, policies relating to and the types of compensation for the CEO of the Company that are appropriate with the strategies and operations of

3. Propose framework and means of implementation of remuneration schemes - for Directors on the main Board and on Board Committees established as well as for the CEO position - that are in monetary as well as other forms.

4. Review the both the compensation structure and payment procedures as well as the monetary amount to be paid that are appropriate to the current market environment as well as for the operations of the company and the performance outputs of the Directors and/or the CEO of the Company as the case may be.

5. Ensure and revise, as needed, the compensation plans for Directors and the CEO of the Company, so that they are appropriately and adequately compensated for the required roles and the responsibilities as well as accountability to the Company.

6. Determine the performance evaluation process for the Directors and the CEO of the Company for the purpose of facilitating a review of and revision to their compensation, taking into consideration their respective roles, responsibilities and associated risks including giving special emphasis to the creation, on their part, of Share-holders value in the long term.

7. Review the annual remuneration plan for Directors for proposal to the Shareholders Meeting for their consid-eration and approval.

INFORMATION DISCLOSURES

information relating to the operations and performance results of the Company that are accurate, truthful, complete and

status as well as the perceived future direction of the Company.

T he Board of Directors is fully committed to ensure full transparent and strict compliance to all applicable laws as -

pany will be established to be responsible for investor communications and relations, and for facilitating the dissemination of information to all investors and securities analysts on an equal basis and in an appropriate manner.

Such information will also be made available via the Company website both in Thai and English.

SHAREHOLDERS MEETINGS

The Board of directors gives great importance to holding Shareholders Meetings and has a policy to afford all Shareholders, on an equal basis, the same convenience in being able to participate in such Shareholders Meetings and in being able to receive the same communications and information, as well as the opportunity to ask questions, express opinions and exercise the rights to votes in the Shareholders Meetings.

It is the policy of the Company that the Board of Directors to arrange the preparation of the Company’s Annual Report, as well as to present the operating performance results and prepared to propose/submit any important matters for consideration at the Annual General Shareholders Meeting in addition to requirement by law that all Shareholders must be able to participate in the decisions. Additionally, the Board will also arrange that all relevant information be communi-cated and disclosed to all Shareholders in a comprehensive, adequate and timely manner in order to facilitate any deci-


CONTENTS

sion to be made at the Shareholders Meetings, as well as will facilitate and actively support the exercise of their rights to vote in person or via their authorised proxy, together allowing Shareholders the opportunity to express their opinions,

to such questions as required.

The Board of Directors will also arrange to have minutes of the Shareholders Meetings be recorded and com-municated to all Shareholders via the Company website as soon as possible but not later than 14 days after each Share-holders Meeting.

INTERNAL CONTROLS SYSTEM AND RISKS MANAGEMENT

The Board of Directors has arranged to have a comprehensive internal controls system be established – cover-

and management of risks, together with an audit and review procedures, with effective checks and balances, in regard to the continuous protection and oversight of the investments made by Shareholders and the asset of the Company.

-nal audit group responsible for reviewing the activities of all operational and support Departments within the Company to ensure that they are in accordance with those agreed to as well as to assess the internal controls within each respective Department.

Further, the Board ensures that the internal audit group is completely independent and fully able to discharge its audit and review role within the established checks and balance framework, whereby it is required to submit their reports

The Director of the Internal Audit will serve as the Secretary of the Audit Committee, responsible for arrang-ing the meetings of the Committee to take place as well as to coordinate that required and relevant reports of the Audit Committee be prepared and submitted to the Board of Directors, investors, Shareholders and the Stock Exchange of Thailand. The Secretary of the Audit Committee is required to attend all meetings of the Committee but is not entitled to a vote, but can, however propose the appointment of an assistant to the Secretary. Incase of appointment, demotion and relation, The Director of the Internal Audit must be approved by Audit Committee. As at 31 December 2012, totaling number of Internal Audit was 12 persons.

Biography of Director of the Internal Audit, detail as follow

Name - Surname Piphit Yengyugsakol

Position Director of Internal Audit

Age 48 years

Education and Training - Bachelor of Accountancy, Ramkhamhaeng University

- Bachelor of Laws, Thammasat University

- Tax Auditor, Revenue department

- Attorney, Lawyers Council

Internal Auditors of Thailand

Experience 1989 – 2002 Audit Manager, Mitr Pracha Audit and Law

BUSINESS ETHICS

-rectors has a policy to give great and equal importance between the successful achievement of targeted results as well as to the means and manner of achieving them.

and staff to observed and adhere to in the course of their duties and have compiled them in a “Code of Ethics and Con-duct “, so as a facilitate a clear and full understanding by all Directors, members of Management team and employees of the Company of the expected behaviour on their part towards the staff, Shareholders, customers, competitors, as well as society and communities and the environment in which the Company operates.

Further, the Board has also put in place procedure and process to oversee and ensure that these expected behaviours are fully and strictly complied to by all parties.


CONTENTS

DIRECTOR BIOGRAPHYAs at 31 December 2012, Board of Director composed of 11 persons, details are as follow

Position Chairman

Age years

% Shareholding in the

Company

shares or % of paid up shares

Education Honorary PhD in Business Administration Program, Dhurakij Pundit

University

Honorary PhD in Hotel and Tourism Studies, Kasem Bundit University

Honorary PhD in Mass Communications, Ramkamhaeng University

M.A. (Political Science), Ramkamhaeng University

B.A. (Political Science), Ramkamhaeng University

Diploma in Mechanical Engineering, South West Essex Technical

Collage, U.K.

National Defense College, The Joint State - Private Sectors Course, Class

1

National Defense College, The Modern Management Course, Class 1

Completed Program from Thai

Institute of Directors (IOD)

, Director Accreditation Program (DAP)

Experience Assistant Manager, Central Trading Co., Ltd.

Assistant General Manager, Central Department Store Co., Ltd.

Heads of Political Science Association, Ramkamhaeng University and

Committee of Ramkamhaeng University Council

The Founder and Head of Thai Retails Association, Thai Retails

Association

Advisor to The Minister of Tourism and Sports, Ministry of Tourism and

Sports

One of the Founding Members importer and owner in usage of barcodes

in Thailand, Central Ladprao Shopping Complex project

Other Current Positions

Listed Company Chairman Executive Committee, Post Publishing

Director, Central Pattana Plc.

Non Listed Company Vice Chairman of Supervisory Board, Central Group of Companies Co.,

Ltd.

Director, Post International Media Co., Ltd.

Director, Post – ACP Co., Ltd.

of the Board


CONTENTS

Director, Post – IM Plus Co., Ltd.

Director, Thai Tourism Industry Association

Other companies which

materially compete directly or

have related business with the

Company (possible conflict of

interest)

None

Meeting Attendance in 2012

The Board of Director’s

meetings

Position Vice Chairman

Age years


Company

shares or 3 74% of paid up shares

Education Honorary Doctor of Business Administration Program, Chiangrai Rajphat

University

Diploma in Civil Engineering Kingston College of Technology, U.K.

Completed Program from Thai , Director Accreditation Program (DAP)

Institute of Directors (IOD) , Role of Chairman Program (RCP)

Experience Vice Chairman, Chief Financial Officer, Central Group of Companies Co.,

Ltd.

Assistant General Manager, Central Department Store Co., Ltd.

Manager, Central Department Store-Silom Branch

Assistant Manager, Central Department Store-Silom Branch


Listed Company Chairman, Central Pattana Pcl.

Non Listed Company Chairman of Supervisory Board, Central Group of Companies Co., Ltd.





interest)

None



meetings

meetings

meetings

Plc.


CONTENTS

Position Independent Director

Audit Committee Chairman

Nomination and Compensation Committee Member

Age years


Company

None

Education Master degree of Engineering, New South Wale University, Australia

Bachelor degree of Engineering, The University of Sydney, Australia


8

Experience Director, Committee of Mahidol University

Advisor of Tourism Council of Thailand

Advisor of Dean, Faculty of Science, Mahidol University


Listed Company -None

Non Listed Company Chairman, Flying Orange Co., Ltd.

Vice Chairman, Stang Holding Co., Ltd.

Director, International Drug Development Co., Ltd.





interest)

None



meetings

Audit Committee’s meeting

Nomination and

Compensation Committee’s

meeting

Information regarding to appointed

The relationship in the Company, Subsidiary, Associated Company or other Independent director conflicted

business entity in present of during the past years

- being a director who takes part in the management of the Company, employee, staff member, or

advisor receiving a regular salary

- being a professional service provider (i.e. auditor or legal advisory)

meetings


CONTENTS

- having business relationship significantly in a way that may impact the performing task independently

(i.e.buy – sell materials/ products/ service or financial support)


Nomination and Compensation Committee Chairman

Audit Committee Member

Age years


Company

None

Education Honorary Doctor of Private Law, Ghent University, France

Diploma in American Laws, Wisconsin University, USA

Bachelor degree of Law, Thammasat University



, Audit Committee Program (ACP), Director Accreditation Program

(DAP)

Experience Director and Lawyer, Koodare Brothers Co., Ltd.

Lawyer, Dr. Ukrit Mongkolnavin Law Office


Listed Company -None

Non Listed Company Director, DLA Piper (Thailand) Co., Ltd.Director, Kentop (Thailand) Ltd.

Director, CS & CV Co., Ltd.

Director, Hyundai Merchant Marine (Thailand) Co., Ltd.





interest)

None



meetings


Nomination and


meeting

meetings

meetings


CONTENTS












Age years


Company

None

Education B.A. (Business Administration), Boston University, USA


2

King Prajadhipok's Institute, Class

Diploma in Capital Market Academy, Class

Completed Program from Thai , Finance for Non-Finance Directors (FND)

Institute of Directors (IOD) , Director Accreditation Program (DAP)

Experience Vice Chairman, Srinakorn Bank Ltd.

Senator

Advisor, Thailand Trade Representative (Dr. kantathi suphamongkhon)

Advisor, Chairman of Senator (General Teeradej Meepien)

Honorary Advisor, Thai Chamber of Commerce and Concil of Thailand

Chambers

Honorary Advisor, Thai Chamber of Commerce University

Chairman, Funding Management Committee of Huachiew

Chalermprakiet University

Chairman, Tokyo Marine Srimuang Insurance Co., Ltd.


Listed Company Director, Asia Fiber Plc.

Non Listed Company Chairman, Phatra Sathit Co. Ltd.

Chairman, Film Mania Plus Co., Ltd.

Director, Tejapaibul Co., Ltd.

Director, Utah Capital Co., Ltd.


CONTENTS

Director, CB Richard Ellis(Thailand) Co., Ltd.

Director, Thai Housing Development Co., Ltd.

Director, Worawat Co., Ltd.

Director, Sedthakarn Co., Ltd.

Director, Pracha Nu Khro Co., Ltd.





interest)

None



meetings


Nomination and


meeting

Mr. Vichien Tejapaibul was appointed on May 14, 2012











Age years


Company

None

Education Kellogg Graduate School Management Northwestern University

Exchange Programme, Sasin Graduate Institute of Business

Administration, Chulalongkorn University

MBA (Finance and International Business) Sasin Graduate Institute of

Business Administration, Chulalongkorn University

meetings


CONTENTS

Bachelor degree of Civil Engineering Chulalongkorn University



, Director Luncheon Briefing (DLB), Monitoring of the Quality of

Financial Reporting (MFR), Monitoring the Internal Audit Function (MIA),

Monitoring the System of Internal Control and Risk Management (MIR)

, Audit Committee Program (ACP)

, Director Accreditation Program (DAP)

, Director Certification Program (DCP)

Experience Deputy Managing Director/Private Equity (An affiliate of Lombard

Investment Inc.)

Senior Vice President, Heading the Finance Institutions group and the

Mergers and Acquistion practice, Merril Lynch - Phatara Securities Co.,

Ltd. (Currently: Phatara Securities Co., Ltd.)


Listed Company Audit Committee Member, True Vision Plc.

Director, Central Pattana Pcl.

Director, Robinson Department Store Plc.

Non Listed Company Alternate Director, Asian Corporate Governance Association Limited,

Hong Kong





interest)

None



meetings


Mr. Kanchit Bunajinda was appointed on May 14, 2012









Plc.


CONTENTS

Position Director

Nomination and Compensation Committee MemberAge years


Company


Education MBA (Operations Research), Lona University, USA

Bachelor degree of Electrical Engineering, University of Maryland

(College Park), USA


13



, Director Certification Program (DCP)

Experience Director, The Thai Chamber of Commerce

President, Rotary Club Bangkhen

Chairman, Coffee Partners Co., Ltd. (Starbucks-Thailand)

President and Founder, Thai Shopping Center Association

Managing Director and Chief Executive Officer, Central Pattana Pcl.

Advisory, The Ministry of Commerce


Listed Company Director, Central Pattana Pcl.

Vice Chairman, Robinson Department Store Plc.

Chairman, Jasmine International Pcl.

Non Listed Company Executive Chairman, Central Group of Companies Co., Ltd.

Chairman, Earth Care (Thailand) Co., Ltd.

Director, The Vintage Club Co., Ltd.





interest)

None



meetings

Nomination and

Compensation Committee’s meeting

Plc.

Plc.

meetings


CONTENTS

Position Director


Age yesrs


Company


Education MBA (Business Management) Sasin Graduate Institute of Business

Administration, Chulalongkorn University

B.A. (Accounting) Skidmore College, USA

National Defense College, The Joint State - Private Sectors Course, class

22

Operational Pyschology Programme for directors Class 73 at The

Psychology Defense Institute

Public Economy Management Programme for Senior Management, King

Prajadhipok's Institute, Class 4

Diploma in Capital Market Academy, Class

Completed Program from Thai , Advanced Audit Committee Program

Institute of Directors (IOD) , Monitoring Fraud Risk Management (MFM), Monitoring of Quality

of Financial Reporting (MFR)

, The Program of Senior Executive on Justice Administration (Class

13)

, Monitoring the Internal Audit Function (MIA) Monitoring the System

of Internal Control and Risk Management (MIR)

, Chief Financial Officer

, Director Accreditation Program (DAP), Audit Committee Program

(ACP), The Role of Chairman (RCP)

, Director Certification Program

Experience Director, Thanamitr Factoring Plc.

Director, Indra Insurance Plc.

Executive director, Interlife John Hancock Life Insurance Plc.

Director, General Guard Service Co., Ltd.

Executive director, Central Department Store Co., Ltd.

Investment Banking, Thanachart Securities Plc.


Listed Company Chairman of Audit Committee, Bualuang Securities Plc.


Director, Robinson Department Store Plc.

Plc.


CONTENTS

Non Listed Company Executive Director, Central Group of Companies Co., Ltd.

Director, Central Department Store Co., Ltd.

Director, Central Inter Pattana Co., Ltd.

Director, Central Retail Corporation Ltd.

Director, Central Food Retail Co., Ltd.

Director, Central Marketing Group Co., Ltd.






interest)

None



meetings

4

Nomination and


meeting

Position Director

Age years


Company


Education B.A. (Accounting), St.Joseph's College, USA


11

Completed Program from Thai , Director Accreditation Program (DAP)

Institute of Directors (IOD) , Finance for Non-Finance Directors (FND), Board and CEO

Assessment

2000, Role of Chairman Program (RCP)

Experience President and Chief Executive Officer, Central Retail Corporation Ltd.

Chairman, Big C Super Center Plc.

President, Thai Retailers Association

Chairman, Committee of Retail Business, Thai Chamber of Commerce

Advisor, Board of Trade of Thailand

Director, Treasurer, Foundation for Environment Preservation

meetings

2000, Role of Chairman Program (RCP)


CONTENTS


Listed Company Director, Central Pattana Pcl.

Non Listed Company Director of Supervisory Board, Central Group of Companies Co., Ltd.

Director, Central Inter Pattana Co., Ltd.

Director, Central Department Store Co., Ltd.


Director, Tiang Chirathivat Foundation





interest)

None



meetings

Position Director

Age years


Company

shares or % of paid up shares)

Education B.A. (Mathematic), St. John Fisher College, USA

Completed Program from Thai , Director Accreditation Program (DAP), Director Certification

Institute of Directors (IOD) Program (DCP)

Experience President, Central Marketing Group Co., Ltd.

Managing Director, Central Garment Factory Co., Ltd.

Managing Director, Prin Inter Trade Co., Ltd.


Listed Company Chairman, Robinson Department Store Plc.


Non Listed Company Director of Supervisory Board, Central Group of Companies Co., Ltd.

Director, Central Garment Factory Co., Ltd.

Director, Central Retail Corporation Ltd.

Director, Harng Chiangmai Department Store Ltd.

Director, Central Trading Co., Ltd.





None

Plc.

Plc.

meetings


CONTENTS

Company (possible conflict of Meeting Attendance in 2012


meetings

5

interest)

Position Chief Executive Officer (CEO)

Age years


Company


Education Master degree of Food, Hotel and Tourism Management, Rochester

Institute of Technology, Rochester, USA

Bachelor degree of Political Science, Chulalongkorn University

2011, The Program of Senior Executive on Justice Administration (Class

15)

2008, TLCA Executive Development Program (Class 1)

2003, Program for Management Development, Executive Education

Harvard Business School

1997, Finance for Management, Chulalongkorn University

1996, Mini MBA Program, Chulalongkorn University

1993, Psychology Institute, National Defense College



2002, Directors Certification of Program (DCP)

Experience Senior Vice President - Project Management

Vice President - Project Management

Director of Project Management and Procurement

Promotion & New project Manager

Food and Beverage Coordinator, Centara Hotels & Resorts

Assistant Manager, Marriott Hotel & Resort, Park Ridge, NJ, USA

Other Current Positionsmaterially compete directly or



interest)



meetings

*

Mr.Thirayuth Chirathival was appointed on April 2, 2012

meetings

meetings


CONTENTS

The majority of ShareholdersThe top 10 of majority shareholders as of 28 December 2012, as follows

Shareholder Number of Shares %1. Tiang Chirathivat Co.,Ltd 67,523,190 5.002. Mrs. Nutteera Boonsri 53,000,000 3.933. Mr. Suthichai Chirathivat 50,448,773 3.744. Mr. Suthiluk Chirathivat 48,793,148 3.615. Mr. Suthiporn Chirathivat 45,160,040 3.35

6. Khunying Suchitra Mongkolkiti 39,989,694 2.96

7. Mr. Prin Chirathivat 38,074,854 2.82

8. Mr. Suthikiati Chirathivat 37,123,646 2.759. Mr.Tos Chirathivat 36,182,192 2.6810. Mr. Niti Ostanukrau 36,129,511 2.68

The Chirathivat Group holds a total of 67.63% of the paid-up share capital of CENTEL

Directors and executives holding CENTEL shares

Directors and executives holding CENTEL shares as at 28 December 2012, as follows

Shareholder Number of Shares %1. Mr. Suthichai Chirathivat 50,448,773 3.742. Mr. Prin Chirathivat 38,074,854 2.823. Mr. Suthikiati Chirathivat 37,123,646 2.754. Mr. Sudhisak Chirathivat 22,055,095 1.635. Mr. Sudhitham Chirathivat 13,977,754 1.046. Mr. Suthichart Chirathivat 11,572,054 0.867. Mrs. Supatra Chirathivat 10,326,576 0.768. Mr. Thirayuth Chirathivat 5,875,506 0.449. Mr. Ronnachit Mahattanapreut 158,831 0.01

Dividend payment policy

company has the business expansion.

SHAREHOLDER


CONTENTS

REMUNERATION OF THE DIRECTORS AND MANAGEMENT

directors, which has been considered by The Nomination and Compensation Committee. The Committee takes into consideration of role and responsibilities, the Company’s performance and be comparable to the same or related type of business which is compatible with the Company. The budget for the year 2012 was not exceeding amount of Baht 7,000,000, was approved by the Annual General Meeting of Shareholders, as follows:

Monetary Remuneration

Type of Remuneration Amount (Baht)1.

Chairman 55,000 Director 42,000

2. Meeting Fee for Board of Directors (Baht/Meeting)Chairman 27,500 Director 23,500

3. Meeting Fee for Audit Committee (Baht/Meeting)Chairman of Audit Committee 27,500 Audit Committee Member 25,000

4. Meeting Fee for Nomination and Compensation Committee (Baht/Meeting) Chairman of Nomination and Compensation Committee 25,000 Nomination and Compensation Committee Member 20,000

Total remuneration of directors in form of director fees and meeting fees paid by Central Plaza Hotel Public Company Limited was amount of Baht 3,976,500. The details of the meeting attendance and remuneration in 2012 as follows:

Remark

1.) Mr. Vichate Tantiwanich resigned from Independent Director and Audit Committee Chairman on April 30, 2012 2.) Mr. Vichien Tejapaibul and Mr. Kanchit Bunajinda were appointed as Independent Director and Audit Committee Member on May 14, 2012. 3.) Mr. Thirayuth Chirathivat

Director Position

Meeting Attendance (Meeting)

Board ofDirector

AuditCommittee

NominationAnd Compensation

Committee

Total(Baht)

1. Mr. Suthikiati Chirathivat Chairman of the Board 5/5 350,000

2. Mr. Suthichai Chirathivat Vice Chairman 5/5 277,500

3. Mr. Bhisit Kuslasayanon Independent Director 5/5 516,000

Audit Committee Chairman 6/6

Nomination and Compensation Committee Member 4/4

4. Mr. Chanvitaya Suvarnapunya Independent Director 5/5 518,500

Nomination and Compensation Committee Chairman 4/4

Audit Committee Member 6/6

5. Mr. Vichate Tantiwanich 1 Independent Director 2/2 105,000


6. Mr. Vichien Tejapaibul 2 Independent Director 5/5 453,500



7. Mr. Kanchit Bunajinda 2 Independent Director 5/5 377,500



CONTENTS

Management Remuneration: The remunerations amount of Baht 33,364,043 was paid to 5 managements in term

Other Remunerations

(a) Meal allowanceThe company provides meal allowance’s restaurant to Board of Director the amount of Baht 40,000. In 2012,

The Board of Director consumed at the actual amount of Baht 395,160.

(b) Provident Fund The Company automatically provides “Provident Fund” to all Thai employees who completed 6 months period

of working. By this mean, the Company will deduct from the employee’s payroll and the company contributes to the Fund at the same amount.

AUDITOR’S FEE1. Audit fee

2. Non-Audit feeIn 2012, The Company’s subsidiary had paid professional fees in respect of tax services to the auditor

amounted to Baht 750,000.

Director Position

Meeting Attendance (Meeting)

Board ofDirector

AuditCommittee

NominationAnd Compensation

Committee

Total(Baht)

8. Mr. Sudhitham Chirathivat Director 5/5 353,500


9. Mr. Prin Chirathivat Director 4/5 330,000


10. Mr. Suthichart Chirathivat Director 4/5 254,000

11. Mr. Sudhisak Chirathivat Director 5/5 277,500

12. Mr. Thirayuth Chirathivat 3 3/3 126,000

13. Mr.Gerd Kurt Steeb 3 2/2 37,500

3,976,500

Remark

1.) Mr. Vichate Tantiwanich resigned from Independent Director and Audit Committee Chairman on April 30, 2012 2.) Mr. Vichien Tejapaibul and Mr. Kanchit Bunajinda were appointed as Independent Director and Audit Committee Member on May 14, 2012. 3.) Mr. Thirayuth Chirathivat


CONTENTS

GOOD CORPORATE GOVERNANCE The Board of Directors of Central Plaza Hotel Public Company Limited realized the importance of good corporate governance, leading to proper practices across the organization to support the Company’s competitive

guidelines for all the Company’s business operations and for its directors, management and employees. The Board constantly updates the principles and operational guidelines.

Central Plaza Hotel Public Company Limited announces the policy by posted on the Company’s website http://www.centarahotelsresorts.com as well as communicates good practices through internal media including of announcement boards. The Company’s sections of good corporate governance areas following

Section 1: Rights of ShareholdersSection 2: Equitable Treatment of ShareholdersSection 3: Roles of StakeholdersSection 4: Disclosure and TransparencySection 5: Board Responsibilities

1.Rights of Shareholders The Company acknowledges the importance of the rights of Shareholders, and have incorporated such considerations as part of our policies on Good Corporate Governance, whereby various initiatives have been set up

Meetings and the opportunity to exercise their rights to vote on important issues concerning the Company’s operations, namely:

The company provides shareholders with basic rights and fair treatment in protecting their rights to hold shares, which include the right to buy, sell, and transfer shares; the right to receive clear and accurate

the right to appoint external auditors and decide their fees; the right to receive the dividend. The Company authorised the Thailand Securities Depository Co., Ltd. who acts as the Shares Registrar for the Company to distribute all notices of invitations to Shareholders to attend the Shareholders Meeting at least 9 days prior to the date of the Shareholders meeting.The notice of invitation to attend the Shareholders Meeting and associated documents that are sent out in advance to all Shareholders include details for the conduct of Meeting, the Agenda Items due for consideration as well as an relevant supporting documents and data, the opinions of the Board on each respective Agenda Item to be considered, and a map showing the location and venue of the Shareholders Meeting.The notice of invitation to attend the Shareholders Meeting is also posted on the Company website (http://www.centarahotelsresorts.com) 30 days prior to the date of the Shareholders meeting; and the Minutes of the Shareholders Meeting, which was held in 2012 is also posted on the website 14 days after the Meeting takes place.The Company also allows those Shareholders who arrive late after the start of the Meeting to be able to make their opinions known and to cast their votes on any Agenda Items that have yet to be considered and voted on.At the Shareholder’s Meeting, Company Directors attending as well as all the Chairman of the various Board

all shareholders attending the Meeting equally the opportunity to check on the operations of the Company, to ask questions, to make comments. At the beginning of the AGM, the Chairman also explained to all the


CONTENTS

Shareholders the procedure to be used in casting and counting their votes, which enable the counting of votes in an effective and transparent manner. Further, comprehensive minutes of the discussions were also taken at these meetings and they were open to monitoring by the Shareholders.

2. Equitable Treatment of Shareholders The Company attached great importance to giving fair and equal treatment to all Shareholders alike, namely:

1. The Company allows Shareholders to propose any Agenda Items for consideration, prior to the Meeting being held – which fact is clearly announced, in advance of the Meeting, via the various communications channels of the SET; whereby the Company also announces clearly (on its website) in advance of the meeting the process as well as criteria used in selecting any proposed item to be included in the Meetings’

2. The Company allows Shareholders the opportunity to nominate for consideration any person(s) as a Director

such nominee(s) in accordance with the selections procedures that are undertaken by the Selections Committee. As such, the Company has also made announcements throughout the various communications channels of the SET as well as posted on the Company website, prior to the Annual General Shareholders Meeting, the announcement for accepting nominations and the various relevant criteria to be used as well as the procedures to be observed. During the AGM the selection of any nominees for Directors are subject to a voting process.

3. At the Shareholders Meeting, consideration of all the Agenda Items is made in sequence according the notice of the Meeting that are sent out in advance; and it is a policy that no extra Agenda Items can be added for consideration without any prior notice being made or without any relevant information being given out in advance to all Shareholders (so that they may have an opportunity to study and learn any details about the proposed Agenda Item before being asked to make up their minds).

4. The Company advises all Shareholders the names of all independent Directors on the Power of Attorney forms, whereby the format of which enables Shareholders who cannot attend in person to (a) actually

(b) to select whichever independent Director to be given his/her power of attorney.5. The Company promotes the use of ballot cards (which are colour coded in accordance with the importance

of the Agenda Items being considered) by Shareholders in casting their votes. These ballots are counted in the Shareholders meetings and are then added to those votes already casted in advance via the use

6. The Company makes a complete and thorough record of all the discussions and proceedings for each

within 14 days after the Meeting date – subsequent to these minutes having been distributed to the SET and the SEC. Furher, these minutes are also posted n the Company’s website. The Company also requires that all Directors and Senior Management member declare his/her shareholdings at the start of his/her tenure as well as to make additional declarations to the SEC 3 days after the fact whenever he/she subsequently buy or sells any shares. Also the Directors and Senior Management members who are

any shares of the Company within a a period of 1 month before and after the announcement disclosure

3. Roles of Stakeholders The Company has issued a Code of Conduct and Ethics Guideline for all Board Members, Management Staff and General Employees to observe and comply, so that they may undertake and discharge their respective roles and responsibilities as well as act towards the Company and other outside stakeholders in an honest and straight forward manner.The Company gives great importance to all stakeholders and constituents of the Company alike:


CONTENTS

Employees - treating all in a just and equitable manner and offering them appropriate remuneration and compensation that is competitive with others in the same businessCreditors – complying strictly to all agreed terms and conditions of paymentsCustomers – showing all due care and responsibility towards our clients, offering levels of customer service

complaints or demands so that all customer – related issues are resolved as fast as possibleCompetitors – observing and maintaining all accepted standards of good behaviour towards our competitors and avoiding the use price cutting strategies or other dishonest means of directly destrying the competitionCommunity – always promoting and contributing towards various community programmes (such as cooperating with UNICEF in its Youth Career Development Programme, keeping cleaning all the areas open to the general public near to or surrounding each hotel location or employees participating in blood donations campaigns)

Anti – Corruption Practices The Company stated its position with regard to the Anti – Corruption practices by participation in the “Establishing Thailand’s Private Sector Collective Action Coalition Against Corruption” (Corrective Anti – Corruption: CAC). Moreover, the Company encouraged staffs to take part in every seminar which related to Anti – Corruption practices for improving their knowledge.

4. Disclosure and Transparency Clear disclosure and communications of information is a critical part of good corporate governance. Therefore, the Company gives great importance to the disclosure of all relevant information to the SET as well as

well as to disclosing such information to all groups in an equal manner, whereby such disclosures are within the

Relations and for Corporate Communications activities, charged with the dissemination of relevant information and/or responding to any queries.

practices as well as have been reviewed and approved by both the Audit Committee and the Board of Directors before

example they include disclosures on the details of any connected transactions between related parties, Management Analysis of the Operations as well as the Corporate Management and the 56-1 Report. Once the respective information have been disclosed to Shareholders, investors, and/or the general public these are posted on the Company’s website – for example; the Annual 56-1 Report, notice of invitations to and

In the both the Annual Reports and the 56-1 report, the Company also discloses the general and/or any

well the number of times each Board Member attends Board or Shareholders Meetings, together with respective remunerations details of each Board Member and Senior Management Member. The Company has always acknowledge the critical importance of comprehensive and accurate disclosure of information in a transparent and timely manner are important criteria for good corporate governance practices as well a sound business ethics, and has deployed all measures to undertake such responsibilities as best as it can.

INVESTORS RELATIONS (IR) Group

on any decisions by both the investors and any stakeholders of the Company. Therefore, it has charged Management with the responsibility of constantly ensuring the disclosure of any relevant information in as a complete, creditable and


CONTENTS

timely manner as possible, whereby Management has always sought to discharge its responsibilities in this respect and to comply to these criteria at all times. As for the maintaining good relations with our investors, the Company has

Vice President for Finance and Administration and his team with the responsibility of maintaining communications

Interested Investors or parties can contact the Company at 66 (0) 2769 1234 Ext 6640 or [email protected] for any investor related information or communications. As for the IR activities senior management in cooperation with the IR Group had made various announcements or disclosures during 2012 consisted of the following: - including personal interviews, tele-conference calls, or

1. Joining SET in the organization of the quarterly “Opportunity day” to meet retail investors and presented a quarterly report on operating results.

2. Holding 79 companies visit following appointments from investors to meet executives and investor relations to acquire Company information.

3. 4. Personal interviews via the telephone including tele-conference 491 calls5. Conducting 15 road shows

5. Board ResponsibilitiesThe Company’s board of directors and its membersThe Company’s Board of Directors consists of 11 persons, namely

2 Executive Directors5 Non- Executive Directors 4 Independent Directors

The Board Committees The Company has set up these various Committees and Sub Committees of the Board, each charged with assisting the Company’s Board of Directors in their respective areas of responsibility

1. Audit Committee – consisting of 4 Independent Directors; and due to Khun Kanchit Bunajinda ’s knowledge and expertise in overseeing Financial and Accounting matters, he was appointed as a member of the Audit Committee.

2. Nomination and Compensation Committee – consisting of 5 Directors, responsible for establishing the policies and criteria used in selection of as well as setting of the appropriate compensation for the members of the Board of Directors, the Board Committees/Sub Committees and the Senior Management or Executives of the Company – that are to be proposed to and/or approved by the Board of Directors or the Shareholders Meetings.

The Company has established a policy of selecting BOTH the Chairman of the Board and the Chief Executive

holding these key positions, responsible for setting policy directions and monitoring the Company’s performance. He should be a separate person from that responsible for the management of the Company, acting as the leader of the Board of Directors as well as being responsible for overseeing management and determining Agenda Items to be included in the Meetings of the Board, for overseeing the Board’s activities, and for acting as Chairman of Board Meetings and/or Shareholders meetings and ensuring that all Directors play an active role in these Meetings.

Company SecretaryThe Company has assigned the company secretary to be in charge of the following responsibilities:


CONTENTS

1. notices of Board and Shareholders, minutes of Board and Shareholders, and the Company’s annual repot

2.

3. Advise the rules and regulations relative to the director’s functions and responsibilities.

4. Administer other activities as directed.

As at 31 December 2012, Dr. Ronnachit Mahattanapreut acted as Company Secretary, his biography detail as follow

Name – Surname Dr. Ronnachit Mahattanapreut Position Senior Vice President - Finance & Administration and Company Secretary Age 56 years Education - Ph.D. Business Administration, Suan Dusit Rajaphat University - Master of Business Administration, Thammasat University - Bachelor of Accountancy, Thammasat University

Institute of Directors (IOD) Experience Director of Finance and Strategy Planning, Prasit Pattana Plc. Other Current Positions Specialized Committee Member of Suan Dusit Rajaphat University

connected transactions beyond the authority of the management. The Board gives thorough consideration on such transactions, taking into account the best interests of the company. In this respect, directors with invested interests in these transactions must abstain from the meeting and voting on those particular agenda items.

The Board requires the disclosure of information on the involvement of directors, executives and other stakeholders on every December 31.The Company secretary submits all information to the Board.


CONTENTS

CONNECTED TRANSACTIONS

As of December 31, 2012 the Company and its Subsidiaries undertook various “connected” transactions with

normal commercial transactions and have been approved as “connected transactions” within the normal operational authorization procedures of the Company. Details are as shown on the attached document.

PROCEDURES AND PROCESS IN APPROVING CONNECTED TRANSACTIONS

As a listed company on the Stock Exchange of Thailand (SET) since 1990 (BE 2533), we have always been appreciative and aware of the need for full and transparent disclosure of any information as well as activities regarding any connected transactions. Therefore, at the 84th meeting of the Audit Committee (1/2013) on February 11, 2013 the Audit Committee was informed of all the connected transactions that took place during 2012, where by the Committee reviewed the necessity as well as reasonableness of these transactions and was of the opinion that all such transactions were reasonable and appropriate in every respect.

As for any connected transactions that may take place in the future, the Company has instructed that the Audit Committee undertake a review and approve all such transactions, which must be undertaken only as necessary and with all reasonableness, whereby any payments received from or related parties must be accordance with standard market practices as well as must be equitable to all parties concerned and fully transparent.

POLICIES AND GUIDELINES FOR UNDERTAKING CONNECTED TRANSACTIONS

of interest that are only part of the normal business activities of the Company, whereby it is required that all such transactions be undertaken within normal accepted business practices and at commercial terms that are no different than those transactions undertaken with outside third parties.

for the approval of such connected transactions, whereby the must follow the normal approval process as used for any other business transactions – except that those Directors or Executives who themselves (or who are related to those who) are involved in the transaction being considered for approval must not approve such transactions.

Further, in the event that such the transaction comes up for consideration, full disclosure of their involvement must be made to the Board for review; and such Directors or Executives will have no right to exercise their approval accordingly. The Board must also comply with all the legal requirements of the Securities Laws and the SET as well as with the regulations, announcements and instructions or procedures of SET.

that the Audit Committee must give its opinion as to the necessity and appropriateness of such transaction. Should

Audit Committee must get an independent expert or the external auditor of the Company to give their opinion that transaction, which will then be used as part of the decision process (of the Audit Committee or the Shareholders) in approving that connected transaction accordingly.

Further, in disclosing a connected transaction the Company must comply with all the legal requirements of the Securities Laws and the SET as well as with the regulations, announcements and instructions or procedures of the SET together with the required general accounting practices with regards to the disclosure of details concerning any related parties or businesses.


CONTENTS

For the Year

2012 Facts and Reasons

(Baht - Million)

1. Thai Business Fund 4

Relationship: A Subsidiary Company, Central World Hotel Co., Ltd. 15.75 At the AGM 1/2004 considered the matter,

1. Common Majority Shareholders : Chirathivat Group (CGCW), subleased land and buildings relating to the hotels facilities with the opinion that the proposed transaction

2. Thai Business Fund 4 has Central Pattana plc. from Thai Business Fund 4 in order to operate its hotel and associated was reasonable and for the best benefit of & Subsidiary Companies owning 50% of the total investment business activities, with CGCW paying the leasehold rights fees in the Company; whereby the proposed charges are

Units (or 100% of the Investment Units Type C (owner type); advance as well as annual rental fees payable to the Thai Business in line with market rates as well as normal terms

whereby the Chirathivat Group is the majority shareholders Fund throughout the term of the lease. and conditions.

in Central Pattana plc.

A Subsidiary Company, Central Restaurants Group Co., Ltd. (CRG) 15.42

rents retail space within the Central World from the Central World

Co. Ltd. for use in its restaurants and retail food services businesses

with rental fees paid in advance and the monthly services fees

(calculated on a sq.m basis) payable. The rental fees, payable in

advance to the Thai Business Fund 4 are based on rental rates that

are clearly defined.

2. Central Department Store Co., Ltd.

Relationship: A Subsidiary Company, Central Sukhontha Hotel Co.,Ltd. (CSH), has 36.30 The Audit Committee reviewed the matter and

1. Common Majority Shareholders : Chirathivat Group executed a space rental and services agreement with the Central is of the opinion that : both the proposed rental and 2. Common Directors Department Store Co., Ltd. (Hat Yai branch) with a 30 year term; service fees are in line with market rates, with clearly

whereby the Central Department Store Co., Ltd. (Hat Yai branch) defined rental fees and agreement terms; and that

rents part of the CSH facilities and buildings to operate a shopping the proposed transaction is reasonable.

complex with CSH receiving both rental and service fees in advance.

Central Plaza Hotel plc. and subsidiary companies purchases goods 0.47 The opinion that the seller is selling quality goods

from the Central Department Store Co., Ltd. in providing services to with the agreed prices being in line with market rates

its hotel guests. and that the proposed transaction is reasonable.

A Subsidiary Company, Central Restaurants Group Co., Ltd. (CRG) 19.85 The Audit Committee reviewed the matter and

rents space from the Central Department Store Co., Ltd. to sell food is of the opinion that : both the proposed rental and

and drinks. service fees are in line with market rates, with clearly

The Central Plaza Hotel plc. provides F & B services to the Central 0.16 defined rental fees and agreement terms; and that

Department Store Co., Ltd. the proposed transactions are reasonable with

maximum benefits for the Company.

3. Tiang Chirathivat Co., Ltd.

Relationship: A Subsidiary Company, Central Restaurants Group Co., Ltd. (CRG) 19.31 The Audit Committee reviewed the matter and

1. Common Majority Shareholders : Chirathivat Group rents retail space in the Central Silom Building from Tiang Chirathivat is of the opinion that : both the proposed rental and

2. Common Directors Co., Ltd. for use as its Head Office. service fees are in line with market rates, with clearly

defined rental fees and agreement terms; and thatthe proposed transactions are reasonable with

maximum benefits for the Company

The Central Plaza Hotel plc. provides F & B services to Tiang 1.28 The Audit Committee reviewed the matter and

Chirathivat Co., Ltd. is of the opinion that the proposed services charges

are the same as for normal clients; and that

the proposed transactions are reasonable.

4. Central Pattana Plc.

Relationship: A Subsidiary Company, Central World Hotel Co., Ltd. rents space and 73.67 The Audit Committee reviewed the matter and

1. Common Majority Shareholders : Chirathivat Group parking facilities in the Office Building, from Central Pattana plc., is of the opinion that : both the proposed rental and

2. Common Directors for use by its clients in holding various meetings and promtional service fees are in line with market rates, with clearly

exhibitions events. defined rental fees and agreement terms; and that

the proposed transactions are reasonable with

A Subsidiary Company, Central Restaurants Group Co., Ltd. (CRG), 220.04 maximum benefits for the Companyrents space in the Central World commercial complex to sell food

and drinks.

The Central Plaza Hotel plc. sells hotel rooms and provides F & B 2.31 The Audit Committee reviewed the matter and

services to Central Pattana plc. is of the opinion that the proposed services charges



Related Companies Transaction Details


CONTENTS

For the Year


(Baht - Million)


p p

5.Central Online Co., Ltd.

Relationship: These Group Companies purchase IT/computer products and The Audit Committee reviewed the matter and1. Common Majority Shareholders : Chirathivat Group accessories from Central Online Co., Ltd. is of the opinion that the seller is selling quality goods,

2. Common Directors - Central Plaza Hotel plc. 2.99 with the agreed prices being in line with market rates,

- Central Restaurants Group Co., Ltd. (CRG) 11.44 and that the purchase is in accordance with the normal procurement regulations and procedures; and that the proposed transaction is reasonable with


6. Central Trading Co., Ltd.

Relationship: Central Plaza Hotel plc. and Subsidiary Companies purchase 1.72 The Audit Committee reviewed the matter and

1. Common Majority Shareholders : Chirathivat Group electronic equipment/machines (ie: cash registers, calcuators and is of the opinion that the seller is selling quality goods,

2. Common Directors related accessories) for use in its business operations from Central with the agreed prices being in line with market rates,

Trading Co., Ltd. and that the purchase is in accordance with the

normal procurement regulations and procedures.

A Subsidiary Company, Central Restaurants Group Co., Ltd. (CRG), 12.45 The Audit Committee reviewed the matter and

rents retail space space from Central Trading Co., Ltd. to sell food is of the opinion that the seller is selling quality goods,

and drinks. with the agreed prices being in line with market rates

and that the purchase is in accordance with the

normal procurement regulations and procedures; and

that the proposed transaction is reasonable with


The Central Plaza Hotel plc. provides F & B services to 1.95 The Audit Committee reviewed the matter and

Central Trading Co., Ltd. is of the opinion that the proposed services charges



7. Power Buy Co.,Ltd.

Relationship: Central Plaza Hotel plc. and Subsidiary Companies purchase 1.67 The Audit Committee reviewed the matter and

1. Common Majority Shareholders : Chirathivat Group electrical products (eg: audio systems speakers, digital cameras, is of the opinion that the seller is selling quality goods,

2. Common Directors DVD players) from Power Buy Co.,Ltd. with the agreed prices being in line with market rates,

and that the purchase is in accordance with the the normal procurement regulations and procedures;

and that the proposed transaction is reasonable with


8. Harng Central Department Store Co., Ltd.

Relationship: These Group Companies purchase electronic equipment, office The Audit Committee reviewed the matter and

1. Common Majority Shareholders : Chirathivat Group equipment, as well as legal and business information consulting is of the opinion that the seller is selling quality goods, 2. Common Directors services, and rent retail space from HARNG Central Department with the agreed prices as well as services and rental

Store Co., Ltd.

- Central Plaza Hotel plc. 12.47 charges being in line with market rates, and that

- Central Restaurants Group Co., Ltd. 6.12 the purchase is in accordance with normal

procurement regulations and procedures, and that the proposed transaction is reasonable with


9. Office Club (Thailand) Co., Ltd.

Relationship: These Group Companies purchase office equipment and stationery The Audit Committee reviewed the matter and

1. Common Majority Shareholders : Chirathivat Group from Office Club (Thailand) Co., Ltd. is of the opinion that the seller is selling quality goods,

2. Common Directors - Central Plaza Hotel plc. 1.34 with the agreed prices being in line with market rates

- Central Restaurants Group Co., Ltd. 3.90 and that the purchase is in accordance with normal

procurement regualtions and procedures, and that

the proposed transaction is reasonable with maximum

benefits for the Company.

10. Post Publishing Plc.

Relationship: These Group Companies purchase newspaper and print advertising The Audit Committee reviewed the matter and

1. Common Majority Shareholders : Chirathivat Group space from Post Publishing Plc. for use by its hotel guests and food is of the opinion that the agreed process are in line

2. Common Directors services clients with market rates, and that the purchase is in

- Central Plaza Hotel plc. 9.86 accordance with the normal procurement regulations

- Central Restaurants Group Co., Ltd. 8.74 and procedures; and that the proposed transaction is

reasonable with maximum benefits for the Company.

The Central Plaza Hotel plc. sells hotel rooms and provides F & B 0.04 The Audit Committee reviewed the matter and

services to the Post Publishing Plc. is of the opinion that the proposed services

charge begin in line with marketing rates, and that the

purchase is in accordance with normal procurement

regulations and procedures, and that the proposed

the Company.

Harng


CONTENTS

For the Year


(Baht - Million)


charges are the same as for normal clients; and that


11. Central Food Retail Co., Ltd.

Relationship: Central Plaza Hotel plc. and Subsidiary Companies purchase goods 5.31 The Audit Committee reviewed the matter and

1. Common Majority Shareholders : Chirathivat Group from Central Food Retail Co., Ltd. for use by its hotel guests and is of the opinion that the seller is selling quality goods,

2. Common Directors customers. with the agreed prices being in line with market rates

and that the purchase is in accordance with the

normal procurement regulations and procedures.

A Subsidiary Company, Central Restaurants Group Co., Ltd. (CRG), 2.72 Both the rental and services charges are in line with

rents retail space in TOPS Supermarket from Central Food Retail market rates as well as appropriate to the location

Co., Ltd. to sell food and drinks. and proposed services, and that transaction is

reasonble.

Central Plaza Hotel plc. and Subsidiary Companies sells hotel rooms 0.24 The Audit Committee reviewed the matter and

and rents meeting facilities as well as provides F & B services to is of the opinion that the proposed services charges

Central Food Retail Co., Ltd. are the same as for normal clients; and that the

proposed transactions are reasonable.

12. Central Realty Service Co., Ltd.

Relationship: Central Plaza Hotel plc. uses public utilities services 0.14 The Audit Committee reviewed the matter and

1. Common Majority Shareholders : Chirathivat Group provided by Central Realty Service Co., Ltd. is of the opinion that both the ageed rental and

2. Common Directors services charges are in line with market rates as well

Central Restaurants Group Co., Ltd. (CRG), rents commercial space 1.46 as appropriate for the location and the proposed

from CENTRAL REALTY SERVICE CO. LTD. to sell food and drinks. services,and that the proposed transactions are

reasonable.

13. Central World Co., Ltd.

Relationship: A Subsidiary Company, Central Restaurants Group Co., Ltd. (CRG), 15.53 The Audit Committee reviewed the matter and

1. Common Majority Shareholders : Chirathivat Group rents retail space in Central World Complex from Central World Co., is of the opinion that both the rental and services

2. Common Directors Ltd.to sell food and drinks, with rental fees paid in advance and also charges are in line with market rates as well as

monthly service fees (calculated on per sq.m basis) payable. appropriate for the location and the proposed services,

with the rental agreement terms and charges clearly

defined, and that the proposed transaction is


The Central Plaza Hotel plc.. provides F & B services 0.02 The Audit Committee reviewed the matter and

to Central World Co., Ltd. is of the opinion that the proposed services charges



14. Bangna Central Property Co., Ltd.


1. Common Majority Shareholders : Chirathivat Group rents retail space in Central Bangna Complex from Bangna Central is of the opinion that both the rental and services

2. Common Directors Property Co., Ltd. to sell food and drinks. charges are in line with market rates as well as

appropriate for the location and the proposed services,




15. Robinson Department Store Plc.


1. Common Majority Shareholders : Chirathivat Group rents retail space in the Robinson shopping complex from is of the opinion that both the rental and services

2. Common Directors Robinson Department Store Plc. to sell food and drinks charges are in line with market rates as well as





16. Central Garment Factory Co., Ltd.


1. Common Majority Shareholders : Chirathivat Group rents warehouse space from Central Garment Factory Co., Ltd. for is of the opinion that both the rental and services

2. Common Directors storage use. charges are in line with market rates as well as





Central Reality Service Co.,Ltd to sell food and drinks.


CONTENTS

For the Year


(Baht - Million)


17. Central Retail Corporation Co., Ltd.

Relationship: Central Retail Corporation Co., Ltd. provides business planning 13.10 The Audit Committee reviewed the matter and

1. Common Majority Shareholders : Chirathivat Group consulting and warehousing services to a Subsidiary Company, is of the opinion that the services provider is both

2. Common Directors Central Restaurants Group Co., Ltd. (CRG). capable and well-experienced in warehousing

management, the services fees charged are in line with

market rates, and that the purchase is in accordance

with normal procurement regulations and procedures;

and that the proposed transaction is reasonable with

maximum benefits for Company.

18. CRC Power Retail Co., Ltd.

Relationship: These Group Companies purchase equipments and various The Audit Committee reviewed the matter and1. Common Majority Shareholders : Chirathivat Group components parts (eg: aluminum ladders, carts and trolleys, and is of the opinion that the seller is selling quality goods,

2. Common Directors hand dryers) for use in its F&B/food services outlets from with the agreed prices being in line with market rates,

CRC Power Retail Co., Ltd. and that the purchase is in accordance with normal

- Central Plaza Hotel plc. 0.49 procurement regulations and procedures; and that the

- Central Restaurants Group Co., Ltd. 2.71 proposed transaction is reasonable with maximum

benefits for the Company.

19. Big C Supercenter plc.


1. Common Majority Shareholders : Chirathivat Group rents retail space in BIG C shopping centers from Big C Supercenter is of the opinion that both the rental and services

2. Common Directors plc.to sell food and drinks charges are in line with market rates as well as



defined; and that the proposed transaction is


The Central Plaza Hotel plc. and Subsidiary Companies provide 0.02 The Audit Committee reviewed the matter and

F & B services to Big C Supercenter plc. is of the opinion that the proposed services charges

are the same as for normal clients; and that the


20. TT & T plc.

Relationship: The Central Plaza Hotel plc. uses telecommunications and related 0.26 The Audit Committee reviewed the matter and

1. Common Majority Shareholders : Chirathivat Group services provided by TT&T Plc. is of the opinion that the proposed services charges

2. Common Directors are the same as for normal clients; and that


21. B2S Co., Ltd.

Relationship: The Central Plaza Hotel plc. purchaes writing and stationery products 0.03 The Audit Committee reviewed the matter and

1. Common Majority Shareholders : Chirathivat Group from B2S Co., Ltd. is of the opinion that the seller is selling quality goods,

2. Common Directors with the agreed prices being in line with market rates,

and that the purchase is in accordance with normal

procurement regulations and procedures; and that the

proposed transaction is reasonable.

22. Central Retail Corporation Co., Ltd.

Relationship: The Central Plaza Hotel plc. and Subsidiary Companies sell hotel 1.20 The Audit Committee reviewed the matter and

1. Common Majority Shareholders : Chirathivat Group rooms and rent meeting facilities as well as provide F & B services is of the opinion that the proposed services charges

2. Common Directors to Central Retail Corporation Co., Ltd. are the same as for normal clients; and that the


23. Harng Central Department Store Co., Ltd.

Relationship: The Central Plaza Hotel plc. and Subsidiary Companies sell hotel 2.05 The Audit Committee reviewed the matter and

1. Common Majority Shareholders : Chirathivat Group rooms and rent meeting facilities as well as provide F & B services is of the opinion that the proposed services charges

2. Common Directors to Harng Central Department Store Co., Ltd. are the same as for normal clients; and that the


24. Post ACP Co., Ltd. (Formerly is Hachette Filipacchi Co., Ltd.

Relationship: A Subsidiary Company, Central Restaurants Group Co., Ltd. (CRG), 0.11 The Audit Committee reviewed the matter and1. Common Majority Shareholders : Chirathivat Group purchases advertising space to place advertising in "CLEO" magazine is of the opinion that the services provider has some

2. Common Directors a fashion and lifestyle magazine for young and trendy readers good innovative ideas, understands the products, and

published by Post ACP Co., Ltd. is appropriate for the target audience; and that the

proposed services charges are the same as for norma

clients and the proposed transaction is reasonable.

25. Central Marketing Group Co. Ltd.Relationship: The Central Plaza Hotel plc. and Subsidiary Companies purchase The Audit Committee reviewed the matter and

1. Common Majority Shareholders : Chirathivat Group merchandise from Central Marketing Group Co. Ltd. is of the opinion that the seller is selling quality goods,

2. Common Directors - Central Plaza Hotel plc. 0.42 with the agreed prices being in line with market rates,


CONTENTS

For the Year2012 Facts and Reasons

(Baht - Million)Related Companies Transaction Details

- Central Restaurants Group Co., Ltd. 0.81 and that the purchase is in accordance with normal

procurement regulations and procedures; and that the


26. Central Food Avenue Co., Ltd.

Relationship: Central Plaza Hotel plc. purchases food and drinks from 0.03 The Audit Committee reviewed the matter and

1. Common Majority Shareholders : Chirathivat Group Central Food Avenue Co., Ltd. is of the opinion that the seller is selling quality goods,

2. Common Directors with the agreed prices being in line with market rates, and that the purchase is in accordance with normal

procurement regulations and procedures, and that the


27. Central Inter Pattana Co., Ltd.

Relationship: Central Plaza Hotel plc. pays insurance premiums and sub lease fees 0.19 The Audit Committee reviewed the matter and1. Common Majority Shareholders : Chirathivat Group to Central Inter Pattana Co., Ltd. is of the oipinion that the proposed insurance premium

2. Common Directors and sublease fees are both correct and appropriate.

28. CG Training Center Co., Ltd.

Relationship: The Central Plaza Hotel plc. and Subsidiary Companies provide 0.09 The Audit Committee reviewed the matter and

1. Common Majority Shareholders : Chirathivat Group F & B services to CG Training Center Co., Ltd. is of the opinion that the proposed services charges

2. Common Directors are the same as for normal clients; and that the


29. Central Embassy Hotel Co., Ltd.

Relationship: The Central Plaza Hotel plc. and Subsidiary Companies sell hotel 0.20 The Audit Committee have reviewed the matter and

1. Common Majority Shareholders : Chirathivat Group rooms and provide F & B services, at market prices, to is of the opinion that the proposed services charges

2. Common Directors Central Embassy Hotel Co., Ltd. are the same as for normal clients; and that



CONTENTS

Company Nature of Business Issued OrdinaryShare

Issued OrdinaryShare held by the Company

Percentage ofShareholding

(%)

1. Central Hua Hin Beach Resort Co., Ltd.1 Damnernkasem Road,Hua Hin, Prachuab-KhirikhanTel. : (032) 512-021Fax : (032) 511-099

Centara Grand Beach Resort & Villas Hua Hin

Centara Grand Resort & Villas Hua Hin)(248 rooms)

1,850,000 shares,at par 100 Baht each

1,183,104 shares 63.9%

2. Central Samui Hotel Management Co., Ltd.38/2 Moo 3 Tambon Bophut, Koh Samui,SuratthaniTel. : (077) 230-500Fax : (077) 230-522

Centara Grand Beach ResortSamui(203 rooms)

12,500 sharesat par 100 Baht each

12,493 shares 100.0%

3. Central Samui Beach Resort Co., Ltd.38/2 Moo 3 Tambon Bophut, Koh Samui,SuratthaniTel. : (077) 230-500Fax : (077) 230-522

Centara Grand Beach Resort Phuket(262 rooms)

2,500,000 sharesat par 100 Baht each

2,499,994 shares 100.0%

4. Central Samui Village Co., Ltd.111 Moo 2 Tambon Maret, Koh Samui,SuratthaniTel. : (077) 424-020Fax : (077) 424-022

Centara Villas Samui(102 rooms)


549,994 shares(Owned by Central Samui Beach Resort Co., Ltd.)

100.0%

5. Central Hotel Management Co., Ltd.1695 Paholyothin Road, Chatuchak,BangkokTel. : (02) 769-1234Fax : (02) 100-6232

Holding Company 2,500,000 sharesat par 100 Baht each

2,499,993 shares 100.0%

6. Central Sukhontha Hotel Co., Ltd.3 Sanehanusorn Road, Had Yai,SongklaTel. : (074) 352-222Fax : (074) 352-223

Centara Hotel Hat Yai(Formerly is Novotel CentaraHat Yai)(248 rooms)


1,449,994 shares(Owned by Central Hotel Management Co., Ltd.)

100.0%

7. Central Karon Village Co., Ltd.701 Patak Road, Tambon Karon, Muang,PhuketTel. : (076) 286-300Fax : (076) 286-316

Centara Villas Phuket(72 rooms)


374,994 shares 100.0%

8. Central Mae Sot Hill Hotel Co., Ltd.100 Asia Road, Mae Sot,TakTel. : (055) 532-601Fax : (055) 532-600

Centara Mae Sot Hill Resort(120 rooms)

190,000 sharesat par 1,000 Bahteach

186,996 shares(Owned by Central Hotel Management Co., Ltd.)

98.4%

GENERAL INFORMATION OF BUSINESSES HELDBY THE COMPANY 10% UPWARD


CONTENTS





(%)

9. Central Krabi Bay Resort Co., Ltd.396-396/1 Moo 2 Tambon Ao NangMuang, KrabiTel. : (075) 637-789Fax : (075) 637-800

Centara Grand Beach Resort & Villas Krabi(193 rooms)


4,999,993 shares 100.0%

10. Karon Phuket Hotel Co., Ltd.502/3 Patak Road, Tambon Karon, Muang, PhuketTel. : (076) 396-200-5Fax : (076) 396-491

Centara Karon Resort Phuket(335 rooms)


3,564,000 shares(Direct holding of 3,564,000 shares (68.54%) by the Company and indrect holding of 1,600,000 shares (15.4%) by Kata Phuket Hotel Co., Ltd.)

83.9%

11. Kata Phuket Hotel Co., Ltd.54 Kedkwan Road, Tambon Karon, Muang, PhuketTel. : (076) 370-300Fax : (076) 333-462

Centara Kata ResortPhuket(158 rooms)


600,000 shares 50.0%

12. Central World Hotel Co., Ltd.999/99 Rama 1 Road, Pathumwan,BangkokTel. : (02) 100-1234Fax : (02) 100-1235

Centara Grand &Bangkok Convention Centre atCentralWorld(512 rooms)

20,000,000 shares at par 100 Baht each Paid up of 100 Bahtand 80 Baht per share for 10,000,000shares each

19,999,993 shares 100.0%

13. Central Laundry Services Co., Ltd.1695 Paholyothin Road, Chatuchak,BangkokTel. : (02) 769-1234Fax : (02) 100-6232

Dormant Company 15,000 sharesat par 100 Baht each

14,994 shares(Owned by Central Hotel Management Co., Ltd.)

100.0%

14. Central Koh Kood Hotel Co., Ltd.1695 Paholyothin Road, Chatuchak,BangkokTel. : (02) 769-1234Fax : (02) 100-6232

Centara Koh Kood Hotel


1,199,993 shares 100.0%

15. Triplenine Decor Co., Ltd.999/99 Rama 1 Road, Pathumwan,BangkokTel. : (02) 769-1234Fax : (02) 100-6232


799,994 shares 100.0%

16. S.P. Realty Lanta Beach Co.,Ltd.999/99 Rama 1 Road, Pathumwan,BangkokTel. : (02) 769-1234Fax : (02) 100-6232


359,994 shares(Owned by Central Krabi Bay Resort Co., Ltd.)

100.0%


CONTENTS




(%)

17. S.P. Realty Pattaya Beach Co.,Ltd.999/99 Rama 1 Road, Pathumwan,BangkokTel. : (02) 769-1234Fax : (02) 100-6232


799,993 shares 100.0%

18. S.P. Realty Hadfarang Resort Co.,Ltd.999/99 Rama 1 Road, Pathumwan,BangkokTel. : (02) 769-1234Fax : (02) 100-6232


884,994 shares 100.0%

19. Centara International Management Co., Ltd.999/99 Rama 1 Road, Pathumwan,BangkokTel. : (02) 769-1234Fax : (02) 100-6232

Holding Companyand Hotel Management


1,499,996 shares 100.0%

20. R.M.L. LEISURE Pvt. Ltd.(Formerly is Regent Maldives Pvt. Ltd.)4th Floor Rowville, Fareedhi MaguMaafannu, Republic of MaldivesTel : + 960 330 6566 Fax : + 960 330 9796

Centara Grand IslandResort & Spa Maldives(112 Suites & Villas)

17,990 sharesat par of US$ 778.21 per share

13,312 shares(Owned by Centara International Management Co., Ltd.)

74.0%

21. Cenvaree Healthy Spa Co., Ltd.999/99 Rama 1 Road, Pathumwan,BangkokTel. : (02) 769-1234Fax : (02) 100-6232

Not operate yet 10,000 sharesat par 100 Baht each

9,994 shares 100.0%

22. Central Bangkok Convention & Exhibition Co., Ltd.999/99 Rama 1 Road, Pathumwan,BangkokTel. : (02) 769-1234Fax : (02) 100-6232


9,994 shares 100.0%

23. Centara International Management(Thailand) Co., Ltd. (Formerly is Centara Thai Hotel Management Co., Ltd.)999/99 Rama 1 Road, Pathumwan,BangkokTel. : (02) 769-1234Fax : (02) 100-6232

Not operate yet 1,000,000 sharesat par 100 Baht each Paid up of 25 Baht per share

999,997 shares 100.0%

24. Centara Maldives Pvt. Ltd.2nd Floor (Eastwing), AAGEHenveiru, Male 20094Republic of MaldivesTel : + 960 333 3644 Fax : + 960 331 5453

Centara Ras Fushi Resort & Spa Maldives (Formerly is Centara Giraavaru Resort & Spa Maldives)( 140 Suites & Villas )

20,000,000 shares at par of US$ 1 per share

15,000,000 shares(Owned by Centara International Management Co., Ltd.)

75.0%



CONTENTS




(%)

25. Central Restaurants Group Co., Ltd.306 Silom Road, SuriyawongBangrak, BangkokTel. : (02) 635-7930-9Fax : (02) 635-7940-1

Franchisee of “KFC”, “Mister Donut”, “Auntie Anne’s”,“Pepper Lunch”, “Beard Papa”, “Chabuton”, “Cold Stone Creamery”,“Ryu Shabu Shabu”,“Yoshinoya”, “The Terrace”,and “Café’ Andonand”


6,199,991 shares 100.0%

26. CRG Manufacturing Co., Ltd.55/18 Moo 13 Paholyothin Road,Tambon Klong Neung, Klong Luang, PathumthaniTel. : (02) 909-2277-9Fax : (02) 529-4900

Manufacturer of ice cream

16,000,000 shares at par 10 Baht each

15,999,994 shares(Owned by Central Restaurants Group Co., Ltd.)

100.0%

27. CRG International Food Co., Ltd.240/35 Ayothaya Tower Building,Soi Ratchadaphisek 18, Ratchadaphisek Rd, Huaykwang, BangkokTel. : (02) 274-1724-27Fax : (02) 692-6634

Japanese Restaurant“Ootoya”


1,797,591 shares 100.0%

28. Centara Import-Export Co., Ltd.999/99 Rama 1 Road, Pathumwan,BangkokTel. : (02) 769-1234Fax : (02) 100-6232


99,997 shares 100.0%

29. Cosi Hotels Co., Ltd.999/99 Rama 1 Road, Pathumwan,BangkokTel. : (02) 769-1234Fax : (02) 100-6232

Not operate yet 300,000 sharesat par 100 Baht each Paid up of 25 Baht per share

299,997 shares 100.0%

30. Thai Pattana Fund 221st -23rd Floor, Column Tower199 Ratchadaphisek Road,Klongtoey, Bangkok 10110Tel. : (02) 649-2000Fax : (02) 649-2100

Property Fund 81,500,000 unitsat par 10 Baht each

19,500,000 units(19,420,000 units owned by the Company and 80,000 units owned by subsidiaries)

23.9%

31. Centara Hotels & Resorts LeaseholdProperty Fund400/22 6th Floor, Kasikornbank BuildingPaholyothin Road, Samsen Nai, Phaya Thai, BangkokTel : (02) 673-3999Fax : (02) 673-3900

Property Fund 320,000,000 units at par 10 Baht each

81,093,500 units 25.3%



CONTENTS

CENTARA GRAND & BANGKOK CONVENTION CENTRE AT CENTRALWORLD

Name Central Plaza Hotel Public Company LimitedType of Business Service business – hotel, restaurants, food and beverages, etc.Company registration no. 0107536001389 (Previously, Bor. Mor. Jor. 212)Home Page http://www.centarahotelsresorts.com

Share capital as at 31 December 2012Registered: Baht 1,350,000,000, comprising of 1,350,000,000 ordinary shares at par value of Baht 1 per shareIssued and fully paid: Baht 1,350,000,000, comprising of 1,350,000,000 ordinary shares at par value of Baht 1 per share

Address 999/99 Rama 1 Road, Pathumwan, BangkokTelephone (02) 769-1234Fax (02) 769-1235

Address 1695 Paholyothin Road, Chatuchak, BangkokTelephone (02) 541-1234Fax (02) 541-1087

COMPANY’S GENERAL INFORMATION

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CONTENTS

Securities RegistrarThailand Securities Depository Co., Ltd.4th,6th - 7th Floor, 62 Stock Exchange of Thailand Building, Ratchadaphisek Road, Klongtoey, Bangkok 10110 Tel. : (02) 359-1200-01 Fax : (02) 359-1259

Debenture RegistrarCIMB Thai Public Co., Ltd.

Tel. : (02) 626-7000

“Debentures of Central Plaza Hotel Public Company Limited No. 4/2010 Due B.E. 2556”(CENTEL139B)

Siam Commercial Bank Public Co., Ltd.

Tel. : (02) 544-1000

“Debentures of Central Plaza Hotel Public Company Limited No. 1/2010 Due B.E. 2556”(CENTEL139A)“Debentures of Central Plaza Hotel Public Company Limited No. 2/2010 Due B.E. 2560”(CENTEL176A)“Debentures of Central Plaza Hotel Public Company Limited No. 3/2010 Due B.E. 2560”(CENTEL176B)

Bank of Ayudhaya Public Co., Ltd.

Tel. : (02) 296-3582

“Debentures of Central Plaza Hotel Public Company Limited No. 1/2011 Due B.E. 2559” (CENTEL163A)“Debentures of Central Plaza Hotel Public Company Limited No. 2/2011 Due B.E. 2559” (CENTEL163B)

AuditorPricewaterhouseCoopers ABAS Ltd.By Khun Nattaporn Phun-Udom (Registration No. 3430) 15th Floor, Bangkok City Tower, 179/74-80 South Sathorn Road, Bangkok 10120Tel. : (02) 344-1000 Fax : (02) 286-5050

Legal CounselorsWeerawong, Chinnavat & Peangpanor Ltd.22nd Floor, Mercury Tower, 540 Ploenchit Road, Lumpini, Pathumwan, Bangkok 10330 Tel. : (02) 264-8000, (02) 657-2121 Fax : (02) 657-2222

Business Advisory (Thailand) Ltd.15th Floor, Maneeya Center Building, 518/5 Ploenchit Road,Pathumwan, Bangkok 10330Tel. : (02) 255-8977-8, (02) 251-2285 Fax : (02) 254-4576

Credit Rating CompanyTris Rating Co., Ltd.24th Floor, Silom Complex Building, 191 Silom Road, Bangkok 10500Tel. : (02) 231-3011

OTHER REFERENCE FIRMS


CONTENTS

Centara Hotels & ResortsExecutive Advisor Maj. Gen. Krawee Sudasna Na AyudhyaExecutive Advisor Prof. Viroj LowhaphanduAdvisor to Chairman of the Board Mr. Dan ChinsupakulHonorary Advisor to the Board Mr. Gerd K. Steeb

HOTELS BUSINESS GROUP

Operations

Vice President – Operations Mr. David R. GoodVice President – Operations Mr. Michel Horn

Corporate Affairs & Social ResponsibilitiesSenior Vice President - Corporate Affairs & Social Responsibilities Mrs. Supatra Chirathivat

Centara International ManagementVice President - Business Development Mr. Suparat Uahwatanasakul

Finance & AdministrationSenior Vice President - Finance & Administration Dr. Ronnachit Mahattanapreut

Vice President - Procurement Mr. Thirakiati Chirathivat

Sales & MarketingSenior Vice President - Sales & Marketing Mr. Chris Bailey

Human ResourcesVice President - Human Resources Ms. Pattara Jongcharoenkulchai

CORPORATE MANAGEMENT

General Manager

Centara Grand at Central Plaza Ladprao Bangkok Mr. Michel SerranoCentara Grand Beach Resort & Villas Krabi Mr. David MartensCentara Grand Beach Resort Samui Mr. Danny McCaffertyCentara Grand Beach Resort & Villas Hua Hin Mr. Jacques A.MuryCentara Grand Mirage Beach Resort Pattaya Mr. Andre Brulhart Centara Grand Beach Resort Phuket Mr. Denis ThouvardCentara Grand West Sands Resort & Villas Phuket Mr. Andreas KorfCentara Grand Island Resort & Spa Maldives Mr.Voytek KlasickiCentara Grand Nusa Dua Resort & Villas Mr. Martin HeinigerCentara Villas Samui Mr. Scott Bowen Centara Kata Resort Phuket Mr. Michael Gaarde-NeilsenCentara Karon Resort Phuket Mr. Darren shawCentara Mae Sot Hill Resort Mr. Somsak SaisawadCentara Chaan Talay Resort & Villas Trat Mr. Kris VanitchnontCentara Hotel Hat Yai Mr. Pattavee PongnontakulCentara Duangtawan Hotel Chiang Mai Mr. Boonchai Suwatsakulsawad


CONTENTS

CENTARA GRAND BEACH RESORT & VILLAS KRABI

Centara Hotel & Convention Centre Udon Thani Mr. Chaiphun ThongsuthumCentara Hotel & Convention Centre Khonkaen Mr. Phakapol YawalukCentara Anda Dhevi Resort & Spa Krabi Mr. Wayne DuberlyCentara Watergate Pavillion Hotel & Spa Bangkok Mr. Wim N.M. FagelCentara Pattaya Hotel Mr. Austin Stanley RobinsonCentara Ras Fushi Resort & Spa Maldives Mr. Ulrich HoffgenAway Suansawan Chiang Mai, Centara Boutique Collection Mr. Peter BrownKhum Phaya Resort & Spa, Centara Boutique Collection Mr. Jerome SimNova Hotel & Spa Pattaya, Centara Boutique Collection Mr. Austin Stanley Robinson

Centra Ashlee Hotel Patong Mrs. Wilawan ChiammanasombutCentra Government Complex Hotel & Convention Centre Cheang Watthana Ms. Temsiri KidchobCentra Taum Seminyak Bali Mr. Agus SuanandaWaterfront Suites Phuket by Centara Mr. Darren ShawCentara Ceysands Resort & Spa, Srilanka Mr. Alexandre GlauserCentara Passikudah Resort & Spa Srilanka Mr. Alexandre GlauserCentara Koh Chang Tropicana Resort Mr. Jonas SjostedtCentara Poste Lafayette Resort & Spa Mauritius Mr.John Dimon Bendtsen Centara Grand Azuri Resort & Spa Mauritius Mr.John Dimon Bendtsen Centara Grand Resort & Spa Pattaya Mr. Dominique RongeSandy Beach Non Nuoc Resort Da Nang Vietnam, Managed by Centara Mr. Vatthanachai PhipatthongpantaCentara Wuku Resort & Spa Bali Mr. Dermot GaleCentra Central Station Bangkok Mr. Asdang SukwisesBaga Waterfront Resort & Spa Goa, Centara Boutique Collection Mr. Richard Jacques

Resort Manager Centra Coconut Beach Resort Samui Mr. Sunan WetcharatCentara Sappaya Design Resort Rayong Mr. Khajohn Wimolcharoensuk

Hotel Manager Centara Villas Phuket Mr. Santichai Boonrasri


CONTENTS

KFC

AUNTIE ANNE”S PEPPER LUNCH

Central Restaurant Group CEO Mr. Thiradej ChirathivatCOO - Operations Mr. Sucheep TamacheepjaroenVP Human Resources Development Mr. Wichai CharoenthanmanonVP Human Resources Mrs. Premhatai Phungbun na AyuthayaVP Marketing Group Mr. Takrit SanitprachakornVP Business Development Mr. Nathapol MontolsophonVP Supply Chain Management Mrs. Ampaipan ChirathivatVP IT Mr. Kriruek TawichaiDirector of Finance Mrs. Kalya SubhakornpichanGeneral Manager / Mister Donut Mr. Kantapol SrisuwanGeneral Manager / KFC Mr. Chainarong LerlertvanichGeneral Manager / Auntie Anne’s Mrs. Nongnapas RumpeuyGeneral Manager / Pepper Lunch Ms. Orawan Komolphanporn Asst. General Manager / Beard Papa’s Mrs. Pananya BorwornnuntakulGeneral Manager / Chabuton Mr. Yasuto TogashiGeneral Manager / Cold Stone Creamery Ms. Wachiraporn WanitchaiDirector / The Terrace , RYU Mrs. Pavinee VachirapisutsopinGeneral Manager / Yoshinoya Mr. Pol SridaengGeneral Manager / CRG Manufacturing Mr. Rastam Benraheem

CENTARA HOTELS & RESORTS

CONTENTS

CONTENTS

CENTRAL RESTAURANTS GROUP (CRG)

CONTENTS

CONTENTS

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