invitation to the 2016 annual general meeting of ... · the board of directors’ meeting no....

Invitation to the 2016 Annual General Meeting of Shareholders

Singha Estate Public Company Limited

Tuesday, 26 April 2016, at 10.00 a.m.

The Main Conference Room, 39th Floor, Suntowers Building B,

No. 123 Vibhavadi-Rangsit Road, Chompon, Chatuchak, Bangkok 10900

Important Notes:

1. The meeting registration starts at 8.00 a.m. 2. For the convenience in the registration process, please present the Registration Form

on the meeting day. 3. The Company would like to inform of “No distribution of souvenirs for the 2016

AGM”. 4. Shuttle-vans will be provided for transportation between BTS – Mo Chit Station and

Suntowers Building during 7.30 a.m. – 1.00 p.m. or until the meeting is adjourned. Details are as follows:

- Those who take the BTS sky train, please take the Exit no.2 at Mo Chit Station - Those who take the MRT underground train, please take the Exit no.4 at Chatuchak

Park Station. ”

No. IR/2559/0xx

(Translation)

No. IR/2559/021

1 April 2016

Subject: Invitation to the 2016 Annual General Meeting of Shareholders

To: Shareholders of Singha Estate Public Company Limited

Enclosures: 1. Minutes of the Extraordinary General Meeting of Shareholders No. 1/2015 held on 30

September 2015 (Document for Consideration of Agenda 1)

2. The 2015 Annual Report in CD-ROM (Showing the 2015 Financial Statements) (Document for

Consideration of Agenda 2 and 3)

3. Profiles of the Nominated Directors (Document for Consideration of Agenda 5)

4. Director Nomination Procedures and Definition of Independent Director (Document for

Consideration of Agenda 5)

5. Details of the Warrants to Purchase the Ordinary Shares of Singha Estate Public Company

Limited to be Issued and Offered for Sale to the Directors and Employees of the Company

and/or its Subsidiaries No. 1 (ESOP-Warrant-1) (Document for Consideration of Agenda 12)

6. Details of the Warrants to Purchase the Ordinary Shares of Singha Estate Public Company

Limited to be Issued and Offered for Sale to the Directors and Employees of the Company

and/or its Subsidiaries No. 2 (ESOP-Warrant-2) (Document for Consideration of Agenda 13)

7. Capital Increase Report Form (F 53-4) (Document for Consideration of Agenda 14)

8. Evidence of Meeting Eligibility

9. List of the Independent Directors Proposed by the Company to Serve as a Proxy for

Shareholders

10. The Company’s Articles of Association on Shareholders’ Meeting

11. Map of Meeting Venue

12. Registration Form (Please present this form upon registration)

13. Proxy Form B

The meeting of the Board of Directors of Singha Estate Public Company Limited (the “Company”)

No. 2/2016 dated 26 February 2016 has passed a resolution to convene the 2016 Annual General Meeting of

Shareholders (the “2016 AGM”) on Tuesday, 26 April 2016, at 10.00 a.m. at the Main Conference Room,

39th Floor, Suntowers Building B, No. 123 Vibhavadi-Rangsit Road, Chompon, Chatuchak, Bangkok 10900.

In order to determine the 2016 AGM agenda, the Company had announced on its website to invite

shareholders to propose agenda in advance from 1 November 2015 to 31 January 2016. There was no agenda

proposed by the shareholders. The Company; therefore, would like to announce the agenda proposed by the

Board of Directors as follows:

Agenda 1 To acknowledge the Minutes of the Extraordinary General Meeting of Shareholders No.

1/2015 held on 30 September 2015

Facts and rationales :

According to Section 96 of the Public Limited Companies Act B.E. 2535 (1992), the Company is required

to prepare the minutes of the shareholders’ meeting no later than 14 days from the meeting date. The Company

had convened the Extraordinary General Meeting of Shareholders No. 1/2015 on 30 September 2015. Copies of

the minutes of the meeting were submitted to the Stock Exchange of Thailand (the “SET”) and the Office of the

Securities and Exchange Commission (the “Office of the SEC”) within 14 days. The Company has also disclosed

the minutes on its website. (Details as shown in Enclosure 1)

Board of Directors’ opinion :

It is deemed appropriate to propose to the 2016 AGM to acknowledge the minutes of the Extraordinary

General Meeting of Shareholders No. 1/2015.

Voting required to pass the resolution :

No vote casting is required because this agenda is for acknowledgement.

Agenda 2 To acknowledge the Company’s 2015 operating results


The Company has summarized the operating results along with the significant changes that occurred

during the year as appeared in the 2015 Annual Report. (Details as shown in Enclosure 2 re: Operating Results

of the Year 2015)


It is deemed appropriate to propose to the 2016 AGM to acknowledge the Company’s operating results

of the year 2015.


No vote casting is required because this agenda is for acknowledgement.

Agenda 3 To consider and approve the financial statements for the year ended 31 December 2015


According to Section 112 of the Public Limited Companies Act B.E. 2535 (1992) and Article 57 of the

Company’s Articles of Association, the Company is required to prepare balance sheet and the profit and loss

statements to propose to the annual general meeting of the shareholders for consideration and approval.

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Audit Committee’s opinion :

The Audit Committee’s meeting No. 1/2016 dated 17 February 2016 has reviewed the audited financial

statements of the Company and its subsidiaries for the year ended 31 December 2015 and found that they were

accurate, complete, and credible, with adequate information disclosed.


The Board of Directors’ meeting No. 2/2016 dated 26 February 2016 has considered such financial

statements and has no opinion different from those of the Audit Committee. Therefore, it is deemed appropriate

to propose to the 2016 AGM to consider and approve the Company’s financial statements for the year ended 31

December 2015, whereby the financial statements have been audited and certified by the Company’s auditors

and reviewed by the Audit Committee. Details are appeared on pages 124 – 201 of the 2015 Annual Report.

(Details as shown in Enclosure 2)


A majority vote of the shareholders who are present at the meeting and entitled to vote.

Agenda 4 To consider and approve the omission of the dividend payment for the operating results of

the year 2015 and the non-appropriation of the legal reserve


Singha Estate’s policy is to pay dividends at no less than 40% of the net profits after deducting juristic-

person income tax, legal reserves, and other provisions. Dividends are subject to change with performance

outcomes, business expansion plans, liquidity, necessity, and other suitable future factors. The Board is

authorized to decide on this matter in the best interests of the shareholders. According to Sections 115 and 116

of the Public Limited Companies Act B.E. 2535 (1992) and Articles 49 and 52 of the Company’s Articles of

Association, they are required that

1) the appropriation of legal reserve and annual dividend payment must be approved by the annual

general meeting of the shareholders;

2) the Company must appropriate at least 5 percent of its annual net profit as legal reserve, less

accumulated loss brought forward (if any) until the legal reserve reaches an amount of not less than

10 percent of its registered capital;

3) no dividend shall be paid other than out of profits. If the Company has accumulated loss, no

dividend shall be paid.


It is deemed appropriate to propose to the 2016 AGM to consider and approve the omission of the

dividend payment for the operating results of the year ended 31 December 2015 and the non-appropriation of

the legal reserve due to the net loss operating results and the requisition of business working capital.



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Agenda 5 To consider and approve the appointment of directors who retire by rotation of the year 2016


According to Section 71 of the Public Limited Act Companies B.E. 2535 (1992) and Article 18 of the

Company’s Articles of Association, at every annual general meeting of the shareholders, one-third (1/3) of the

directors shall retire, or if the number of directors is not a multiple of three, the number of directors closest to

one-third (1/3) shall retire. A director who has been in the office for the longest shall retire and such director who

retires by rotation may be re-elected.

The directors who retire by rotation at the 2016 AGM are:

1. Mr. Chayanin Debhakam

2. Mr. Karoon Nuntileepong

3. Mr. Naris Cheyklin

The Company has announced on its website providing an opportunity for minor shareholders to

nominate candidate(s) with qualifications pursuant to the laws on securities and exchange to be elected as the

Company’s directors from 1 November 2 0 1 5 to 31 January 2 0 1 6. However, there was no director candidate

nominated by minor shareholders.

The Nomination and Remuneration Committee’s opinion :

The Nomination and Remuneration Committee’s meeting No. 2/2016 dated 9 February 2016, excluding

the directors who had special interest on this agenda, has considered the qualification of the nominated persons

with several factors including forbidden qualifications under the Public Company Limited Act B.E. 2535 (1992),

morals, ethics, knowledge, competency, experience, diversification of the Board of Directors in general and

performance outcomes as a member of Board of Directors and the sub-committee individually, and no

shareholders had nominated a qualified person to be elected as the Company’s director. Therefore, it is deemed

appropriate to recommend the Board of Directors to propose to the 2016 AGM to consider and approve the

appointment of such three directors who retire by rotation to resume their directorship and the previous positions

in the sub-committees for another term. (Details of each nominated director’ profile are provided in Enclosure 3,

and director nomination procedures and definition of independent director appeared in Enclosure 4.)


The Board of Directors’ meeting No. 1/2016 dated 11 February 2016, excluding the directors who had

special interest on this agenda, has agreed with the Nomination and Remuneration Committee to propose to the

2016 AGM to consider and approve the appointment of directors who retire by rotation to resume their

directorship and the previous positions in the sub-committees for another term, namely:

1. Mr. Chayanin Debhakam Director, Chairman of the Executive Committee, and

Chairman of the Nomination and Remuneration Committee

2. Mr. Karoon Nuntileepong Independent Director, Member of the Audit Committee, and

Member of the Nomination and Remuneration Committee

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3. Mr. Naris Cheyklin Director, Member of the Risk Management Committee, and

Member of the Executive Committee

The three retiring directors are duly qualified under the Articles of Association of the Company, the

Public Limited Companies Act B.E. 2535 (1992) and the laws on securities and exchange. In addition, they

possess knowledge, capability, expertise, and experience. They can also devote their time and expertise for the

maximum benefits of the Company as well as to all shareholders and stakeholders. Thus, they are suitable to be

the Company’s directors.

For Mr. Karoon Nuntileepong, who is proposed to nominate as an independent director for another term

of office, is capable of expressing his opinion independently and strictly performs his duties in accordance with

relevant laws, rules, requirements and regulations for the maximum benefits to all shareholders.



Agenda 6 To consider and approve the 2016 remuneration for the Company’s directors


Article 34 of the Company’s Articles of Association provides that “… directors are eligible for

remuneration in forms of reward, meeting fee, pension, bonus or other remunerations according to the Articles

of Association or the resolution of shareholders’ meeting. It may be prescribed in fixed amount or establish the

rules and prescribed for particular circumstance(s) or being perpetual rules until be changed by the

shareholders’ meeting resolution. Moreover, a director shall have a right to receive allowance and welfare

according to the Company’s rule. …”

Section 90 of the Public Limited Companies Act B.E. 2535 (1992) requires that the remuneration for

directors shall be approved by the shareholders’ meeting with a vote of not less than two-thirds (2/3) of the total

number of votes of shareholders who attend the meeting.

The Nomination and Remuneration Committees’ opinion :

The Nomination and Remuneration Committee’s meeting No. 2/2016 dated 9 February 2016 has

considered the remuneration of the Board of Directors by taking into account the appropriateness and the

directors’ responsibilities, and linking the remuneration with the Company’s overall performance, as well as

comparing with peers of similar size in the same business. Therefore, it is deemed appropriate to recommend

the Board of Directors to propose to the 2016 AGM to consider and approve the determination of the directors’

remuneration for the year 2016 at the same rate as the remuneration for 2015.


The Board of Director has agreed with the Nomination and Remuneration Committee to propose to the

2016 AGM to consider and approve the directors’ remuneration for the year 2016 at the same rate as approved

by 2015 AGM as follows:

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Type of Remuneration

Remuneration (Baht/Person/Meeting)

Privileges for Rooms and Services at any of the Company’s and

its Subsidiaries’ Hotels (Baht/Person/Year)

2015 2016

2015 2016

(Proposing Year) (Proposing Year) 1. Meeting Allowances for

Board of Directors - Chairman - Director

50,000 30,000

50,000 30,000

100,000 100,000

100,000 100,000

2. Meeting Allowances for Sub-Committees/1 - Chairman - Member

30,000 20,000

30,000 20,000

- -

- -

Note: 1 Sub-committees consist of the Audit Committee, the Risk Management Committee, the Nomination and Remuneration

Committee and other sub-committees to be appointed in the future (if any), e.g., the Corporate Governance Committee, etc.,

excluding the Executive Committee.


Not less than two-thirds (2/3) of the total number of votes of shareholders who are present at the meeting.

Agenda 7 To consider and approve the appointment of the auditors and determination of the 2 016

audit fee


According to Sections 120 and 121 of the Public Limited Companies Act B.E. 2535 (1992) and Articles

60 - 62 of the Company’s Articles of Association, the annual general meeting of the shareholders shall appoint

auditors every year, and the former auditors may be re-appointed. The shareholders’ meeting shall determine

the audit fee. The auditors must not be the Company’s directors, officers, employees or persons holding any

position or having any duty in the Company.

Audit Committee’s opinion :

The Audit Committee’s meeting No. 1/2016 dated 17 February 2016 has considered qualifications of

the auditors based on their performance, independence and audit fee, and expressed their opinions to the Board

of Directors to propose to appoint any one of Mr. Vichien Khingmontri or Mrs. Anutai Poomsurakul or Miss

Varaporn Vorathitikul from PricewaterhouseCoopers ABAS Limited to be the Company’s auditors for the year

2016. PricewaterhouseCoopers ABAS Limited is also the audit firm of the Company’s subsidiaries of the year

2016. Details of such auditors are as follows:

1) Mr. Vichien Khingmontri Certified Public Accountant No. 3977 (having been a Company’s

auditor for 2 years, since 2014), or

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2) Mrs. Anutai Poomsurakul Certified Public Accountant No. 3873 (having been a Company’s

auditor for 2 years, since 2014), or

3) Miss Varaporn Vorathitikul Certified Public Accountant No. 4474 (having been a Company’s

auditor for 2 years for 2 years, since 2014).

Mr. Vichien Khingmontri is a certified signatory of the 2015 financial statements of the Company and

has duly performed as the auditor.

The nominated auditors do not have any relationship and/or conflict of interest with the Company,

subsidiaries, managements, major shareholders or related persons of the foregoing parties.

It is also proposed to determine the audit fee for the year 2016 as follows:

Audit Fee 2015 2016

(Proposing Year) Audit fee, including audit fee of subsidiaries

Baht 4,920,000

Not exceeding Baht 4,130,000,

and authorizing the Board of Directors to approve any review fees of other subsidiaries, associated companies and joint ventures which may be incurred during the fiscal year 2016


The Board of Directors’ meeting No. 2/2016 dated 26 February 2016 has considered the appointment

of the auditors and the determination of the 2016 audit fee as approved by the Audit Committee and deemed it

appropriate to propose to the 2016 AGM to consider and approve the appointment of the auditors and

determination of the 2016 audit fee as per the opinions of the Audit Committee.



Agenda 8 To consider and approve the decrease of the Company’s registered capital in the amount

of Baht 10 from the existing registered capital of Baht 7,348,290,786 to Baht 7,348,290,776,

by cancelling the unissued registered ordinary shares in the number of 10 shares with a

par value of Baht 1 each as they are the remaining unsubscribed shares from the issuance

and offering of the newly issued ordinary shares which were approved by the resolution of

the 2015 Annual General Meeting of Shareholders


The Company intends to increase its registered capital as per the details appeared in Agenda 10 and

pursuant to Section 136 of the Public Limited Companies Act B.E. 2535 (1992), the Company shall be able to

increase capital from the amount registered only when all the shares have been sold and paid in full, or in case

where the shares have not yet been fully sold, the remaining unsold shares shall be the shares maintained for

accommodating warrant to purchase shares of the Company.

Page 7 out of 28

There are unsubscribed shares remaining from the issuance and offering of the newly issued ordinary

shares to the existing shareholders in proportion of their shareholding (Rights Offering) which were approved by

the resolution of the 2015 Annual General Meeting of Shareholders (the “2015 AGM”) which was held on 22 April

2015. Thus, there are the unissued registered ordinary shares in the number of 10 shares with a par value of

Baht 1 each, whereby there are reserved shares to be issued for the exercise of warrants to purchase the

Company’s shares (S-W1) in the total number of 1,632,953,508 shares.


The Board of Directors’ meeting No. 2/2016 dated 26 February 2016 has considered and approved to

propose to the 2016 AGM to consider and approve the decrease of the Company’s registered capital in the

amount of Baht 10 from the existing registered capital of Baht 7,348,290,786 to Baht 7,348,290,776, by cancelling

the unissued registered ordinary shares in the number of 10 shares with a par value of Baht 1 each as they are

the remaining unsubscribed shares from the issuance and offering of the newly issued ordinary shares which

were approved by the resolution of the 2015 AGM held on 22 April 2015.


Not less than three-fourths (3/4) of the total number of votes of shareholders who are present at the

meeting and entitled to vote.

Agenda 9 To consider and approve the amendment to Clause 4. of the Company’s Memorandum of

Association to be in line with the Company’s capital decrease


As a result of the consideration and approval of the decrease of the Company’s registered capital from

the existing registered capital of Baht 7,348,290,786 to Baht 7,348,290,776, by cancelling the unissued

registered ordinary shares in the number of 10 shares with a par value of Baht 1 each, as per the details in

Agenda 8 above, and in order to legitimate such capital decrease, it is necessary for the Company to propose

the 2016 AGM to consider and approve the amendment to Clause 4. of the Company’s Memorandum of

Association to be in line with the capital decrease by cancelling the existing statement and replacing with the

statement as follows:

“Clause 4. The registered capital of Baht 7,348,290,776 (seven thousand three hundred forty

eight million two hundred ninety thousand seven hundred

and seventy six Baht),

divided into 7,348,290,776 shares (seven thousand three hundred forty


and seventy six shares),

with the par value of Baht 1 (one Baht) each,

Page 8 out of 28

categorized into,

ordinary Shares 7,348,290,776 shares (seven thousand three hundred forty


and seventy six shares),

preference Shares - shares.”


The Board of Directors’ meeting No. 2/2016 dated 26 February 2016 has approved to propose to the

2016 AGM to consider and approve the amendment to Clause 4. of the Company’s Memorandum of Association

to be in line with the decrease of the Company’s registered capital.




Agenda 10 To consider and approve the increase of the Company’s registered capital in an amount

of Baht 1,624,715,129 from the existing registered capital of Baht 7,348,290,776 to Baht 8,973,005,905, by issuing the newly issued ordinary shares in the number of 1,624,715,129 shares with a par value of Baht 1 each from the existing registered capital, to be allocated

(1) to the existing shareholders in proportion of their shareholding (Rights Offering), (2) to

specific persons under the general mandate capital increase by way of a private placement

(General Mandate) and (3) to be reserved for the exercise of warrants to purchase the

Company’s ordinary shares to be issued and offered for sale to the directors and

employees of the Company and/or its subsidiaries


Due to the Company’s investment plan in year 2016 and the necessity of the funds for partial repayment

of loan for investment in the Company’s projects which will be due in 2016, the Company has plans to issue and

offer for sale of the newly issued ordinary shares to the existing shareholders in proportion of their shareholding

(Rights Offering) and to specific persons under the general mandate capital increase by way of a private

placement (General Mandate), as well as the issuance and offering of the newly issued ordinary shares to be

reserved for the exercise of the warrants to purchase the Company’s ordinary shares to be issued and offered

for sale to the directors and employees of the Company and/or its subsidiaries No. 1 (ESOP-Warrant-1) and for

the exercise of the warrants to purchase the Company’s ordinary shares to be issued and offered for sale to the

directors and employees of the Company and/or its subsidiaries No. 2 (ESOP-Warrant-2).



propose to the 2016 AGM to consider and approve the increase of the Company’s registered capital in an

amount of Baht 1,624,715,129 from the existing registered capital of Baht 7,348,290,776 to Baht 8,973,005,905,

Page 9 out of 28

by issuing the newly issued ordinary shares in the number of 1,624,715,129 shares with a par value of Baht 1

each to be allocated (1) to the existing shareholders in proportion of their shareholding (Rights Offering) in the

amount of not exceeding Baht 1,224,715,129 with a par value of Baht 1 each; (2) to specific persons under the

general mandate capital increase by way of a private placement (General Mandate) in the amount of not

exceeding Baht 300,000,000 with a par value of Baht 1 each; (3) to be reserved for the exercise of the warrants

to purchase the Company’s ordinary shares to be issued and offered for sale to the directors and employees of

the Company and/or its subsidiaries No. 1 (ESOP-Warrant-1) in the amount of not exceeding Baht 50,000,000;

and (4) to be reserved for the exercise of the warrants to purchase the Company’s ordinary shares to be issued

and offered for sale to the directors and employees of the Company and/or its subsidiaries No. 2 (ESOP-Warrant-

2) in the amount of not exceeding Baht 50,000,000.




Agenda 11 To consider and approve the amendment to Clause 4. of the Company’s Memorandum of

Association to be in line with the Company’s capital increase


As a result of the consideration and approval of the increase of the Company’s registered capital from

the existing registered capital of Baht 7,348,290,776 to Baht 8,973,005,905, and in order to legitimate such

capital increase, it is necessary for the Company to propose the 2016 AGM to consider and approve the

amendment to Clause 4. of the Company’s Memorandum of Association to be in line with the capital increase by

cancelling the existing statement and replacing with the statement as follows:

“Clause 4. The registered capital of Baht 8,973,005,905 (eight thousand nine hundred seventy

three million five thousand nine hundred and five Baht),

divided into 8,973,005,905 shares (eight thousand nine hundred

seventy three million five thousand nine hundred and five

shares),

with the par value of Baht 1 (one Baht) each,

categorized into,

ordinary Shares 8,973,005,905 shares (eight thousand nine hundred

seventy three million five thousand nine hundred and five

shares),

preference Shares - shares.”

Page 10 out of 28


The Board of Directors’ meeting No. 2/2016 dated 26 February 2016 has approved to propose to the

2016 AGM to consider and approve the amendment to Clause 4. of the Company’s Memorandum of Association

to be in line with the increase of the Company’s registered capital.




Agenda 12 To consider and approve the issuance and offering of the warrants to purchase the


employees of the Company and/or its subsidiaries No. 1 (ESOP-Warrant-1)


To build directors and employees of the Company and/or its subsidiaries morale and courage, as well

as to motivate them and dedicate themselves in performing their duties in order to co-build the growth of the

Company and its subsidiaries in the future.



propose to the 2016 AGM to consider and approve the issuance and offering of the warrants to purchase the

Company’s ordinary shares to be issued and offered for sale to the directors and employees of the Company

and/or its subsidiaries No. 1 (the “ESOP-Warrant-1”). (Details as shown in Enclosure 5) Details of which are as

follows:

Number of warrants to be issued and offered for sale

: Not exceeding 50,000,000 units

Offering price of warrants per unit

: Baht 0 per unit

Offering period : The Company will offer for sale of the ESOP-Warrant-1 within 1 year from the date of receiving an approval from the shareholders’ meeting.

Exercise ratio : 1 unit of the ESOP-Warrant-1 will be entitled to purchase 1 newly issued ordinary share (except in the case of adjustment of right pursuant to the conditions of the adjustment of right of the ESOP-Warrant-1).

Exercise price to purchase ordinary shares

: The exercise price to purchase ordinary shares for each period is as follows: (1) 1st Year from the issuing date of the ESOP-Warrant-1 : Warrant

cannot be exercised. (2) 2nd Year from the issuing date of the ESOP-Warrant-1 : Baht 5

(which equals a discount of 7.06 percent from the weighted-average price of the Company’s ordinary shares trading on the SET for the past 7 consecutive business days prior to the date of the

Page 11 out of 28

Company’s Board of Directors’ meeting No. 2/2016, held on 26 February 2016)

(3) 3rd Year from the issuing date of the ESOP-Warrant-1 : Baht 5.50 (being the price at the rate of 110 percent of the exercise price of the 2nd year)

(4) 4th Year and 5th Year from the issuing date of the ESOP-Warrant-1 : Baht 6.05 (being the price at the rate of 110 percent of the exercise price of the 3rd year)

Except in the case of adjustment of right pursuant to the conditions of the adjustment of right of the ESOP-Warrant-1.

In addition, the meeting approved to propose to the 2016 AGM to consider and approve the

authorization of the Board of Directors or the Managing Director and/or their designated person(s) to have the

power in relation to the ESOP-Warrant No. 1 as follows:

(1) to determine and/or amend details and/or other conditions relating to the ESOP-

Warrant No. 1, including but not limited to, terms conditions and other procedures in relation to offering details,

including conditions of right adjustment and reasons to issue new shares to be reserved for the change of

exercise ratio and exercise price, as well as, other rights and duties between the Company and the holders of

the ESOP-Warrant No. 1 as necessary and deemed appropriation and in compliance with the laws;

(2) to negotiate, prepare, agree, execute and/or amend any documents and agreements

relating thereto, including to take any necessary and appropriate actions relating to the issuance and offering of

the ESOP-Warrant No. 1, as well as to contact and submit application and other documents or evidence to the

governmental authorities, the Office of the SEC, the SET and/or other authorities as necessary and deemed

appropriation until its completion and in compliance with the laws;

(3) to appoint any entrusted person(s) to do any act in the item (2) above, including but

not limited to, to consider appointing advisor(s) or agent(s) as necessary for the issuance and offering of the

ESOP-Warrant No. 1.




Agenda 13 To consider and approve the issuance and offering of the warrants to purchase the


employees of the Company and/or its subsidiaries No. 2 (ESOP-Warrant-2)


To build directors and employees of the Company and/or its subsidiaries morale and courage, as well

as to motivate them and dedicate themselves in performing their duties in order to co-build the growth of the

Company and its subsidiaries in the future.


Page 12 out of 28


propose to the 2016 AGM to consider and approve the issuance and offering of the warrants to purchase the

Company’s ordinary shares to be issued and offered for sale to the directors and employees of the Company

and/or its subsidiaries No. 2 (the “ESOP-Warrant-2”). (Details as shown in Enclosure 6) Details of which are as

follows:


: Not exceeding 50,000,000 units


: Baht 0 per unit

Offering period : The Company will offer for sale of the ESOP-Warrant-2 within 1 year from the date of receiving an approval from the shareholders’ meeting, whereby the offering for sale of the ESOP-Warrant-2 will be made after the offering for sale of the ESOP-Warrant-1.

Exercise ratio : 1 unit of the ESOP-Warrant-2 will be entitled to purchase 1 newly issued ordinary share (except in the case of adjustment of right pursuant to the conditions of the adjustment of right of the ESOP-Warrant-2).


: The exercise price to purchase ordinary shares for each period is as follows: (1) 1st Year from the issuing date of the ESOP-Warrant-2 : Warrant

cannot be exercised. (2) 2nd Year from the issuing date of the ESOP-Warrant-2 : the

weighted-average price of the Company’s ordinary shares trading on the SET for the past 15 consecutive business days prior to the issuing date of the ESOP-Warrant-2

(3) 3rd Year from the issuing date of the ESOP-Warrant-2 : at the rate of 110 percent of the exercise price of the 2nd year

(4) 4th Year and 5th Year from the issuing date of the ESOP-Warrant-2 : at the rate of 110 percent of the exercise price of the 3rd year




power in relation to the ESOP-Warrant No. 2 as follows:

(1) to determine and/or amend details and/or other conditions relating to the ESOP-

Warrant No. 2, including but not limited to, terms conditions and other procedures in relation to offering details,

including conditions of right adjustment and reasons to issue new shares to be reserved for the change of

exercise ratio and exercise price, as well as, other rights and duties between the Company and the holders of

the ESOP-Warrant No. 2 as necessary and deemed appropriation and in compliance with the laws;

(2) to negotiate, prepare, agree, execute and/or amend any documents and agreements

relating thereto, including to take any necessary and appropriate actions relating to the issuance and offering of

Page 13 out of 28

the ESOP-Warrant No. 2, as well as to contact and submit application and other documents or evidence to the

governmental authorities, the Office of the SEC, the SET and/or other authorities as necessary and deemed


(3) to appoint any entrusted person(s) to do any act in the item (2) above, including but

not limited to, to consider appointing advisor(s) or agent(s) as necessary for the issuance and offering of the

ESOP-Warrant No. 2.




Agenda 14 To consider and approve the allocation of the newly issued ordinary shares (1) to the

existing shareholders in proportion of their shareholding (Rights Offering), (2) to specific

persons under the general mandate capital increase by way of a private placement

(General Mandate) and (3) to be reserved for the exercise of warrants to purchase the


employees of the Company and/or its subsidiaries


As a result of the consideration and approval of the increase of the Company’s registered capital and

the issuance and offering of the warrants to purchase the Company’s ordinary shares to be issued and offered

for sale to the directors and employees of the Company and/or its subsidiaries, it is necessary for the Company

to allocate the newly issued ordinary shares (1) to the existing shareholders in proportion of their shareholding

(Rights Offering), (2) to specific persons under the general mandate capital increase by way of a private

placement (General Mandate) and (3) to be reserved for the exercise of warrants to purchase the Company’s

ordinary shares to be issued and offered for sale to the directors and employees of the Company and/or its

subsidiaries.



propose to the 2016 AGM to consider and approve the allocation of the newly issued ordinary shares in the

number of 1,624,715,129 shares with a par value of Baht 1 each, (1) to the existing shareholders in proportion

of their shareholding (Rights Offering), (2) to specific persons under the general mandate capital increase by

way of a private placement (General Mandate) and (3) to be reserved for the exercise of warrants to purchase

the Company’s ordinary shares to be issued and offered for sale to the directors and employees of the Company

and/or its subsidiaries. (Details as shown in Enclosure 7) Details of which are as follows:

1. The allocation of the newly issued ordinary shares to the existing shareholders in proportion of

their shareholding (Rights Offering)

Page 14 out of 28

The Company will allocate the newly issued ordinary shares in the number of not exceeding

1,224,715,129 shares, with a par value of Baht 1 each, in whole or in part by single or multiple offerings, to the

existing shareholders of the Company in the proportion of their shareholding (Rights Offering) at the ratio of 14

existing ordinary shares to 3 newly issued ordinary shares (or equaling to 4.6667 existing ordinary shares to 1

newly issued ordinary share), and any fraction of shares shall be discarded, at the offering price of Baht 5 per

share. The shareholders have the right to subscribe for the newly issued ordinary shares in excess of their

entitlement.

With respect to the allocation of the newly issued ordinary shares to the existing shareholders

in the proportion of their shareholding (Rights Offering), the shareholders have the right to subscribe for the

newly issued ordinary shares in excess of their entitlement per the ratio specified above (Oversubscription). The

existing shareholders who subscribe for shares in excess of their entitlement will receive an allocation of such

shares only when there are shares remaining after completed allocation to all of the existing shareholders who

subscribe for shares under their entitlement. The rules on oversubscription of newly issued ordinary shares are

as follows:

In the event that the number of remaining newly issued ordinary shares is greater than the

number of oversubscribed shares

The Company will allocate the newly issued ordinary shares to the Company’s existing

shareholders who express their intention to oversubscribe for shares in excess of their entitlement and made the

subscription payment for all newly issued ordinary shares as per the number of shares for which they have

expressed their intention to oversubscribe (the fractions of shares shall be discarded).

In the event that the number of remaining newly issued ordinary shares is less than the number

of oversubscribed shares

(a) Each shareholder who oversubscribes will receive an allocation in the proportion of

his/her existing shareholding (the fractions of shares shall be discarded). The number of the newly issued

ordinary shares to be allocated will not be more than the number of the newly issued ordinary shares subscribed

for and for which subscription payment has been made by each shareholder.

(b) In the event that there are the newly issued ordinary shares remaining after the

allocation in (a), they shall be allocated to each subscriber who oversubscribes and has not received completed

allocation as per the proportion of his/her existing shareholding (the fractions of shares shall be discarded). The

number of the newly issued ordinary shares to be allocated will not be more than the number of the newly issued

ordinary shares subscribed for and for which subscription payment has been made by each shareholder. The

allocation of shares to the oversubscribers in accordance with the means in (b) shall be carried on until no share

remains from the allocation.

The allocation of oversubscribed newly issued ordinary shares as per the details above in any

case shall not enable any oversubscription shareholders to hold the Company’s shares in an increasing nature

Page 15 out of 28

reaching or crossing the point where a tender offer must be made, as prescribed in the Notification of the Capital

Market Supervisory Board No. TorChor. 12/2554 Re: Rules, Conditions and Procedures for the Acquisition of

Securities for Business Takeovers, or in violation of the foreign limit as specified in the Company’s Articles of

Association, which currently allows foreigners to hold no more than 39 percent of all issued shares of the

Company.

In the case where there are newly issued ordinary shares remaining from the allocation to the

existing shareholders above, the Company will allocate such remaining newly issued ordinary shares to specific

persons under the private placement basis in accordance with the definition prescribed in the Notification of the

Capital Market Supervisory Board No. TorChor. 72/2558 Re: Approval of Offering for Sale of Newly Issue Shares

by Listed Companies to the Specific Persons (the “Notification TorChor. 72/2558”).

The specific persons under the private placement basis, who shall be allocated with the newly

issued ordinary shares remaining from the allocation to the existing shareholders as aforementioned, must have

the qualification pursuant to one of the criteria as follows:

(a) Being institutional investors in accordance with the definition prescribed in the

Notification of the Securities and Exchange Commission No. KorChor. 17/2551 Re: Determination of Definitions

in Notifications relating to Issuance and Offer for Sale of Securities (the “Notification KorChor. 17/2551”), such

as the asset management companies, etc., or;

(b) Being individual investors or juristic persons that have stable financial positions and

can invest in the Company for medium-term to long-term and must be strategic partners or have the capability

to find a strategic partner or have capability to give advice or business opportunity which will enhance the

Company’s operation.

The specific persons under the private placement basis must not be connected persons of the

Company, and the Company will consider and examine information of such specific persons who will be offered

for sale of the newly issued ordinary shares with due care, as well as to select such persons who have the

potential of actual investment in the Company. The Company will disclose the list of investors who shall be

allocated with the newly issued ordinary shares remaining from the allocation to the existing shareholders above

after the Company has offered for sale of the newly issued ordinary shares to the Company’s existing

shareholders in proportion of their shareholding and the Company’s Board of Directors has considered allocating

those remaining newly issued ordinary shares to the specific persons under the private placement basis.

The price of the newly issued ordinary shares remaining from the allocation from the existing

shareholders to be offered to the specific persons shall not be less than 90 percent of the market price pursuant

to the Notification TorChor. 72/2558, which is calculated from the weighted-average price of the Company’s

shares trading on the SET during the period of at least 7 consecutive business days but not exceeding 15

consecutive business days prior to the date on which the Board of Directors’ meeting determines such offering

Page 16 out of 28

price. The Board of Directors’ meeting shall consider and determine as deem appropriate by taking into account

the market situation during such period and for the best interest of the Company.

The Board of Directors’ meeting No. 2/2016 dated 26 February 2016 has considered and

approved to propose to the 2016 AGM to consider and approve to determine the date on which the recorded

shareholders are entitled to subscribe for the newly issued ordinary shares in proportion of their shareholding to

be on 9 May 2016 and the date on which the name list of shareholders is compiled under Section 225 of the

Securities and Stock Exchange Act, B.E. 2535 (1992) by closing the share registration book to be on 10 May

2016.

2. The allocation of the newly issued ordinary shares to specific persons under the general

mandate capital increase by way of a private placement (General Mandate)

The Company will allocate the newly issued ordinary shares in the number of not exceeding

300,000,000 shares to specific persons under the general mandate capital increase by way of a private

placement (General Mandate), in whole or in part by single or multiple offerings.

The specific persons under the general mandate capital increase by way of a private

placement (General Mandate), who shall be allocated with the newly issued ordinary shares, must have the

qualification pursuant to one of the criteria as follows:

(a) Being institutional investors in accordance with the definition prescribed in the

Notification KorChor. 17/2551, such as the asset management companies, etc., or;

(b) Being individual investors or juristic persons that have stable financial positions and

can invest in the Company for medium-term to long-term and must be strategic partners or have the capability

to find a strategic partner or have capability to give advice or business opportunity which will enhance the


The specific persons under the general mandate capital increase by way of a private

placement (General Mandate) must not be connected persons of the Company, and the Company will consider

and examine information of such specific persons who will be offered for sale of the newly issued ordinary shares

with due care, as well as to select such persons who have the potential of actual investment in the Company.

The Company will disclose the list of investors who shall be allocated with the newly issued ordinary shares after

the Company’s Board of Director has considered allocating those newly issued ordinary shares to the specific

persons under the general mandate capital increase by way of a private placement (General Mandate).

The offering price of the newly issued ordinary shares to be allocated to the specific persons

under the general mandate capital increase by way of a private placement shall not be less than 90 percent of

the market price pursuant to the Notification TorChor. 72/2558, which is calculated from the weighted-average

price of the Company’s shares trading on the SET during the period of at least 7 consecutive business days but

not exceeding 15 consecutive business days prior to the determination date of the offering price. The Board of

Page 17 out of 28

Directors’ meeting shall consider and determine as deem appropriate by taking into account the market situation

during such period and for the best interest of the Company.

3. The allocation of the newly issued ordinary shares to be reserved for the exercise of the ESOP-

Warrant No. 1

The Company will allocate the number of not exceeding 50,000,000 newly issued ordinary

shares, with a par value of Baht 1 each at no cost to be reserved for the exercise of the ESOP-Warrant No. 1 as

per the details in Agenda 12, at the ratio of 1 unit of the ESOP-Warrant-1 per 1 newly issued ordinary share

(except for the case of adjustment of right pursuant to the conditions of the ESOP-Warrant-1.)

4. The allocation of the newly issued ordinary shares to be reserved for the exercise of the ESOP-

Warrant No. 2

The Company will allocate the number of not exceeding 50,000,000 newly issued ordinary shares, with

a par value of Baht 1 each at no cost to be reserved for the exercise of the ESOP-Warrant No. 2 as per the details

in Agenda 13, at the ratio of 1 unit of the ESOP-Warrant-2 per 1 newly issued ordinary share (except for the case

of adjustment of right pursuant to the conditions of the ESOP-Warrant-2.)



power in relation to the allocation of the newly issued ordinary shares as follows:

(1) to consider determining and/or amending details and/or other conditions relating to the

allocation and offering of the newly issued ordinary shares, including to take any necessary actions relating to

the allocation of the remaining newly issued ordinary shares from the offering to the existing shareholders in

proportion of their shareholding (Rights Offering) to the specific persons under the private placement basis, such

as the number of shares to be offered for sale, the allocation of shares, whether in whole or in part by single or

multiple offerings, the subscription ratio, the subscription period, the range of the period for calculation of the

market price, the subscription methods, the methods and conditions of payment, including the procedures for

allocation of the newly issued ordinary shares to the specific persons under the private placement basis, the

elections of specific persons who are entitled to subscribe for the remaining newly issued ordinary shares from

the offering to the existing shareholders in proportion of their shareholding (Rights Offering) and who shall be

offered the newly issued ordinary shares under the general mandate capital increase by way of a private

placement, including other conditions and details related thereto;

(2) to negotiate, prepare, agree, execute and/or amend any documents and agreements relating

thereto, including to take any necessary and appropriate actions relating to the allocation of the newly issued

ordinary shares, the registration of the capital increase with the Ministry of Commerce, and the listing of the newly

issued ordinary shares on the SET, as well as to contact and submit application and other documents or evidence

to the governmental authorities, the Office of the SEC, the SET and/or other authorities as necessary and deemed


Page 18 out of 28

(3) to appoint any entrusted person(s) to do any act in the item (2) above, including but not limited

to, to consider appointing subscription agent(s) (if any) and/or advisor(s) or agent(s) as necessary for the

allocation of the newly issued ordinary shares, including to execute in any application forms, application for

waiver, notices or any other documents relating to the allocation of newly issued ordinary shares.

In compliance with the Notification of the Capital Market Supervisory Board No. TorChor. 73/2558 Re:

List of Information Disclosed in the Notice of the Meeting of Shareholders of Listed Company to Ask for Approval

of Issuance and Offering of Securities, the Company would like to further clarify information regarding the

allocation of newly issued ordinary shares of the Company as follows:

(1) Details of the offering

Please consider information as detailed in this Agenda 14, pages 14-19 and the Capital Increase Report

Form (F 53-4). (Details as shown in Enclosure 7)

(2) Objectives of the issuance of the shares and plan for the utilization of funds

According to the Company’s business expansion plan which focuses on real estate development

projects along with the investment by acquisition of businesses and/or properties which are currently in

operation, and the other source of funds by bank loan, the Company is necessary for utilizing the source of funds

from the capital increase in order for the Company to continue its growth with stable financial status. Therefore,

the Company has significantly considered that the capital increase by issuance and offering of the newly issued

shares to the existing shareholders in proportion of their shareholding (Rights Offering) so that the Company’s

shareholders will take participation in the Company’s growth. And to mobilize other sources of funds in the case

that the proceeds from the issuance and offering of the newly issued shares to the existing shareholders in

proportion of their shareholding (Rights Offering) are not sufficient, or in the case that the additional funding is

needed in the future, the Company has also considered to increase its capital by offering the newly issued

shares to specific persons under the general mandate capital increase by way of a private placement (General

Mandate).

Page 19 out of 28

(a) Proceeds received from the capital increase to be utilized pursuant to the plan for the utilization of funds and/or by investment in the business having characteristics as

follows:

Objective of the capital increase 1 Operating by

Estimated proceeds

to be utilized 2

(Baht million)

Estimated timing for

utilizing proceeds

Project progress and

expected schedule

1. For repayment of short term bank loan (maturity of not exceeding 1 year

term)

The Company and

its subsidiaries

3,000 By June 2016 The Company will

implement after receiving

the proceeds from the

capital increase.

2. As funding for additional investment for business expansion pursuant

to the business plan consisting of

3,100 * The Company is under

negotiation or conducting

due diligence on

accounting, taxation and

laws, etc. Thus, it is unable

to specify project period

for business expansion as

prescribed in this table.

2.1 For land purchase for condominium projects in inner-city Bangkok

area ***

1,100 * By 2017

2.1.1 For a project in the central business district (CBD) *** The Company and/or

its 99.99% subsidiaries

200 *,** By 2017

2.1.2 For a project along with existing BTS line *** The Company and/or


300 *,** By 2017



600 *,** By 2017

2.2 For acquisition of businesses and/or properties of hotel business

having tourism locations in East Europe such as the United

Kingdom, France, Spain and/or Italy ***

99.99% subsidiaries of

the Company

2,000 * By 2016

Page 20 out of 28

Remarks

1. The Board of Directors has considered and examined information, conditions and other details relating to

the capital increase, such as number of offering shares, offering and allocation methods, including

objectives of capital increase and utilization of the proceeds from the capital increase as per the details

specified in the table above, and has scrutinized reasons and necessity of the capital increase by performing

its duty with loyalty and due care, and making a decision with by taking into account the best interest of the

Company and preserving right and justification of the Company’s shareholders. The Board of Directors;

therefore, viewed that the capital increase and the allocation of newly issued ordinary shares as per the

details proposed are reasonable and worth for investment to the Company and shareholders in long term.

2. The proceeds from the capital increase to be utilized is an estimation and uncertain, and may be changed

subject to the actual amount of the capital increase raised.

* The proceeds from the capital increase to be utilized for business expansion of the Company pursuant to

the business plan as mentioned above are estimation from equity side in which the Company will utilize for

each project. The Company will also find other sources of funds for such additional investment.

** The proceeds from the capital increase to be utilized for land purchase for condominium projects only are

estimation from equity side in which the Company will utilize for land purchase but exclude the equity side

in which it is required for project development which the Company will also find other sources of funds for

such additional investment.

*** The business plan is not definite due to the actual amount of the capital increase raised in the future,

successful negotiation, results of due diligence investigation on accounting, taxation and laws, etc.,

including decisions of the Board of Directors and/or the shareholders’ meeting of the Company pursuant to

the entering into an acquisition of assets in accordance with the Notification of the Capital Market

Supervisory Board No. TorChor. 20/2551 Re: Rules on Entering into Material Transactions Deemed as

Acquisition or Disposal of Assets, and the Notification of the Board of Governors of the Stock Exchange of

Thailand Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Acquisition or

Disposition of Assets B.E. 2547 (2004). After consideration of such factors, the Company may not invest

such projects. Nonetheless, the Company may invest each project as appropriate, whereby such investment

must give sufficient return and add value to the Company and its shareholders in the long run. The Company

may invest in other types of real estate business and/or other properties which have sufficient return and

moderate risks, such as shopping centers and/or local office buildings for rent, and local factories and

warehouses for rent and/or other local residential real estate types, etc. subject to business opportunities

and long term benefits to the Company.

(b) Profitability of investment and payback period

The business expansion as specified in the table above will increase revenue and profit of the

Company. For the acquisition of businesses and/or properties of hotel business having tourism locations in

Europe under the item no. 2.2 of the table above, it will generate income to the Company from the investment

date since such businesses and/or properties to be acquired are currently in operation. The Company estimates

that these projects will increase the Company’s revenue of approximately Baht 700 million per year with revenue

Page 21 out of 28

growth of approximately 3 percent per annum. For revenue entry, the Company will be able to recognize it as

revenue after the Company invests in such projects which is yet uncertain since the projects are under

negotiation with the sellers and during the due diligence investigation of accounting, taxation and laws, etc.

For the land purchase for condominium projects in inner-city Bangkok area according to the

item no. 2.1 of the table above, the Company expects that it can recognize the total value of the projects of

approximately Baht 10,000 million. However, since the projects consume development time which includes for

designing obtaining for permits from governmental authorities and construction, and if the Company is able to

purchase such land by the year 2016, the Company expects that it will be able to recognize the revenue by

years 2019 – 2021 depending on future project development plan.

Furthermore, the additional investment will result in business expansion for the group of the

Company and diversification of business risks and products of the group of the Company to be served to

increase of customers demand. These will affect to the Company’s growth and enhance the Company’s value to

the shareholders in long term.

(c) Project risks and expected impact in case of project’s failure

− Project risks

For the land purchase for condominium projects in inner-city Bangkok area according to the

item no. 2.1 of the table above, the Company will encounter a risk from normal operations which include from

construction, compliance with rules and regulations, competition and uncertainty of economic and political

status.

For the acquisition of businesses and/or properties of hotel business having tourism locations

in Europe under the item no. 2.2 of the table above, apart from the risks arisen from the normal operations, the

Company may be at risk which will be occurred from competition, uncertainty of economic and political in the

country where the hotels locate, and unexpected situations such as, terrorism and riots. In addition, the Company

may have risks from merger and acquisition, finding sources of funds, increase of finance costs and/or problems

or disputes from the merger and acquisition. Nonetheless, the Company has duly laid-out procedures for

consideration and analysis of the target companies, and engaged advisory companies to suggest related

matters on the merger and acquisition and to perform due diligence investigation of the target companies to

analyze risks in various aspects relating to laws, rules and regulations obedience, financing, accounting and

taxation, as well as to analyze operating results and future growth potential in order to ensure that the merger

and acquisition will be accomplished as planned. In addition, the Company may have a risk from the fluctuation

of foreign currency exchange rate. In any event, the Company has defined policies and guidelines of risk

management and entered into a foreign currency forward contract and used other appropriate finance tools to

manage and stabilize risks exposed from fluctuation of foreign currency exchange rate.

− Expected impact in case of project’s failure

Page 22 out of 28

If the plan for utilization of the proceeds received from the capital increase as specified in the

table above does not accomplished, whether in whole or in part, the Company may utilize the proceeds from the

capital increase by investment in other projects, by investment in other types of real estate business and/or other

properties which have sufficient return and moderate risks, such as shopping centers and/or local office

buildings for rent, and local factories and warehouses for rent and/or other local residential real estate types,

etc. subject to business opportunities and long term benefits to the Company. In the case that the Company is

unable to invest in the projects specified in the table above and no project can be found to replace, the Company

will consider utilizing the proceeds received from the capital increase for additional repayment of bank loan,

both short term and long term in order to reduce interest burden. In any event, such action may diversely impact

to the Company’s growth in revenue and profit, as well as to the earnings per share (EPS).

(3) Effect on the shareholders from the issuance and offering of the newly-issued shares

(a) Effect on control dilution (Control Dilution)

− Following the issuance and offering of the newly issued ordinary shares to the existing

shareholders in proportion of their shareholding (Rights Offering) :

Following the issuance and offering of the newly issued ordinary shares to the existing

shareholders in proportion of their shareholding (Rights Offering), in the event that all existing shareholders

subscribe for the newly issued ordinary shares in proportion of their shareholding, this will not affect the profit

sharing or the voting right of the existing shareholders. In the event that none of the existing shareholders

subscribes for the newly issued ordinary shares and the Company does not offer for sale of such newly issued

shares to specific persons under the private placement basis, the Company will decrease its registered capital

by cancelling the unsubscribed newly issued ordinary shares remaining from the offering. This will not affect the

number of issued shares nor dilute the profit sharing or the voting right of the existing shareholders.

Nonetheless, in the event that none of the existing shareholders subscribes for the newly issued

ordinary shares but the Company offers such shares to the specific persons under the private placement basis,

this will affect the profit sharing or the voting right of the existing shareholders (Control Dilution) by decreasing

at the rate of 17.65 percent of the profit sharing or the voting right of the existing shareholders, which is calculated

from the number of newly issued ordinary shares offered at this time, divided by the sum of (1) the total number

of issued shares and (2) the number of newly issued ordinary shares offered at this time, whereby the total

number of the issued shares of the Company is equal to 5,715,337,268 shares.

− Following the issuance and offering of the newly issued ordinary shares to the specific persons

under the general mandate capital increase by way of a private placement :

Following the issuance and offering of the newly issued ordinary shares to the specific persons

under the general mandate capital increase by way of a private placement, this will affect the profit sharing or

the voting right of the existing shareholders (Control Dilution) by decreasing at the rate of 4.99 percent of the

profit sharing or the voting right of the existing shareholders, which is calculated from the number of newly issued

Page 23 out of 28

ordinary shares offered at this time, divided by the sum of (1) the total number of issued shares and (2) the

number of newly issued ordinary shares offered at this time.

− Following the issuance and offering for sale of the ESOP-Warrant-1 :

Following the issuance and offering for sale of the ESOP-Warrant-1, in the event that all of

50,000,000 units have been exercised to purchase newly issued ordinary shares under the ESOP-Warrant-1 by

non-existing shareholders of the Company, this will result in a decrease in the profit sharing or the voting right of

the existing shareholders (Control Dilution) at the rate of 0.87 percent of the profit sharing or the voting right of

the existing shareholders, which is calculated from the number of newly issued ordinary shares issued to be

reserved for the offering of the ESOP-Warrant-1 at this time, divided by the sum of (1) the total number of issued

shares and (2) the number of newly issued ordinary shares issued to be reserved for the offering of the ESOP-

Warrant-1 at this time.



50,000,000 units have been exercised to purchase newly issued ordinary shares under the ESOP-Warrant-2 by

non-existing shareholders of the Company, this will result in a decrease in the profit sharing or the voting right of

the existing shareholders (Control Dilution) at the rate of 0.87 percent of the profit sharing or the voting right of

the existing shareholders. This is calculated from the number of newly issued ordinary shares issued to be

reserved for the offering of the ESOP-Warrant-2 at this time, divided by the sum of (1) the total number of issued

shares and (2) the number of newly issued ordinary shares issued to be reserved for the offering of the ESOP-

Warrant-2 at this time.

(b) Effect on Price Dilution (Price Dilution)

− Following the issuance and offering of the newly issued ordinary shares to the existing

shareholders in proportion of their shareholding (Rights Offering) :

Following the issuance and offering of the newly issued ordinary shares to the existing

shareholders in proportion of their shareholding (Rights Offering), this will affect the price dilution of the

Company’s shares by decreasing at the rate of 1.25 percent of the market price. (The market price is at Baht

5.38 per share, calculated from the weighted-average price of the Company’s ordinary shares trading on the

SET for the past 7 consecutive business days prior to the date of the Company’s Board of Directors’ Meeting No.

2/2016, held on 26 February 2016.)

− Following the issuance and offering of the newly issued ordinary shares to the specific persons

under the general mandate capital increase by way of a private placement :

Following the issuance and offering of the newly issued ordinary shares to the specific persons

under the general mandate capital increase by way of a private placement, this will affect the price dilution of

the Company’s shares by decreasing at the rate of 0.56 percent if the offering price is at 90 percent of the market

price. (The market price is at Baht 5.38 per share, calculated from the weighted-average price of the Company’s

Page 24 out of 28

ordinary shares trading on the SET for the past 7 consecutive business days prior to the date of the Company’s

Board of Directors’ Meeting No. 2/2016, held on 26 February 2016.)



50,000,000 units of the ESOP-Warrant-1 have been exercised, this will not affect the price per share of the

Company since the weighted-average exercise price from the exercise price of each year equals Baht 5.52 per

share, which is higher than the market price. (The market price is at Baht 5.38 per share, calculated from the

weighted-average price of the Company’s ordinary shares trading on the SET for the past 7 consecutive business

days prior to the date of the Company’s Board of Directors’ Meeting No. 2/2016, held on 26 February 2016.)



50,000,000 units of the ESOP-Warrant-2 have been exercised to purchase newly issued ordinary shares of which

the exercise price is the weighted-average price of the Company’s ordinary shares trading on the SET for the

past 15 consecutive business days prior to the issuing date of the ESOP-Warrant-2, this will not affect the market

price of share since the exercise price to purchase ordinary shares at this time does not have any discount from

the market price.

(c) Worthiness of shareholders comparing to the control dilution

The issuance and offering for sale of the capital increase shares this time will be a source of

funds for project investment for the Company’s business expansion in the future which will enhance the

Company’s revenues and projects. In addition, the utilization of such source of funds for repayment of bank loan

will reduce the Company’s liabilities and interest incurred from such loan. These will increase liquidity and

strengthen the Company’s financial structure. However, the existing shareholders may be affected from a short

term earnings dilution from the capital increase. Nonetheless, for long term, this capital increase will enhance

the capacity of the Company to conduct its business, increase the Company’s growth in revenues and profits,

and add value for the shareholders in the long run.

(4) Board of Directors’ opinion :

(a) Appropriateness of offering price of newly issued ordinary shares and source of determination

of such offering price

1. The Board of Directors has considered the above details regarding the issuance and offering

of the newly issued ordinary shares to the Company’s existing shareholders in proportion of their shareholding

(Rights Offering), and agreed with such details, such as number of offering shares, offering and allocation

methods, objectives of capital increase, and utilization of the proceeds from the capital increase, etc.

Additionally, the Board of Directors has viewed that the offering price which is Baht 5 per share is reasonable

since it is close to the market price which will result in the price dilution of the Company’s shares to decrease by

1.25 percent, referring the market price (which equals Baht 5.38 per share calculated from the weighted-average

Page 25 out of 28

price of the Company’s ordinary shares trading on the SET for the past 7 consecutive business days prior to the

date of the Company’s Board of Directors’ meeting No. 2/2016, held on 26 February 2016).

2. As for the details regarding the offering for sale of the newly issued ordinary shares remaining

from the allocation of such shares to the Company’s existing shareholders to specific persons under the private

placement basis and the offering of newly issued ordinary shares to specific persons under the general mandate

capital increase by way of a private placement (General Mandate), the Board of Directors is of its opinion that is

appropriate by considering the relevant conditions and details by taking into account the best and fair interest

to the Company, and agreed with the details, such as number of offering shares, offering and allocation methods,

objectives of capital increase, utilization of the proceeds from the capital increase and qualifications of specific

persons to be allocated the newly issued ordinary shares, etc. Furthermore, the Board of Directors has viewed

that the offering price is reasonable as it is referred to the market price which is not less than 90 percent of the

market price calculated from the weighted-average price of the Company’s shares trading on the SET during

the period of at least 7 consecutive business days but not exceeding 15 consecutive business days prior to the

determination date of such offering price. In this regard, the Board of Directors will consider and examine

information of such specific persons who will be offered for sale of the newly issued ordinary shares with due

care, as well as to select such persons who have the potential of actual investment in the Company. The Board

of Directors will ensure that the defined objectives, offering price and conditions will be for the best interest of

the Company by preserving right and justification of the Company’s shareholders. (b) Reasons and necessity of the capital increase

The Company will utilize the proceeds from the capital increase for repayment of bank loan

which will be due in the future and reserve the remaining proceeds received from the capital increase after the

repayment of bank loan for investment in business expansions of the Company. The Board of Directors has

considered details of business plan and plan for capital increase, and viewed that this capital increase is

necessary and appropriate since the proceeds from the capital increase will reduce liabilities, increase liquidity

and strengthen the financial structure, which will enhance the capacity of the Company to conduct its business.

In addition, the Company will use the proceeds to facilitate the investments of the Company in the future which

will expand the Company's business and add value for the shareholders in a long run.

(c) Possibility of the plan for utilization of the proceeds from the share offering

- Possibility of utilization of the proceeds for repayment of bank loan

Possibility of utilization of the proceeds for repayment of bank loan has specifically planned

since the Company has short-term bank loan which can be repaid without pre-payment fee. Such repayment will

reduce debt and incurred interest of the Company which will increase liquidity and strengthen of Company’s

financial structure.

- Possibility of utilization of the proceeds for investment in Company’s business expansions

The Company has planned to utilize partial of the proceeds from the capital increase for

investment in business expansions of the Company which will enhance the Company’s growth and profits. The

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investment by the Company will includes development of various projects and acquisition of business and/or

assets, such as business of real estate for sale, hotels, shopping centers, office buildings for rent, and factories

and warehouses for rent. The Company will consider the investment as appropriate whereby such investment

must receive sufficient return and enhance long-term value to the Company and to the shareholders. However,

the amount of the proceeds received from the capital increase and the timing for utilizing such proceeds are not

certain subject to possibilities of investment and selections of suitable projects to be invested.

The Company may consider appropriate the proceeds for utilization according to actual

proceeds that the Company will receive from the capital increase.

(d) Reasonability of the capital increase and the plan for utilization of the proceeds from the share

offering

The utilization plan of the proceeds from the capital increase is reasonable since the proceeds

will reduce liabilities, increase liquidity and strengthen the financial structure, which will enhance the capacity of

the Company to conduct its business. In addition, the Company will use the proceeds to facilitate the investments

of the Company in the future which will expand the Company's business and add value for the shareholders in

a long run.

(e) Impacts to be expected to the Company’s business operation, financial status and operating

results due to the capital increase and the operations pursuant to the plan for utilization of the proceeds

To follow the capital increase and utilization plans, the expenses incurred from the interest will

be reduced and it will increase the Company’s liquidity and strengthen the Company’s financial structure due to

the decreased liabilities, which will enhance the capacity of the Company to conduct its business. In addition,

the Company will have possibilities for enhancement of revenues and profits from investment in various projects

in the future will add good value for the shareholders in a long run.

In the event that any Company’s director does not perform his duty with loyalty and due care to preserve

the Company’s interests regarding this capital increase this time and such omission causes damage to the

Company, a shareholder may bring an action to claim compensation against such director on behalf of the

Company pursuant to the Section 85 of the Public Limited Companies Act B.E. 2535 (1992), and if such omission

causes such director or any related person(s) to obtain undue benefits, a shareholder may be entitled to bring

an action against such director for disgorgement of such benefits on behalf of the Company pursuant to the

Section 89/18 of the Securities and Exchange Act B.E. 2535 (1992).



Agenda 15 To Consider Other Business (if any)

On the meeting date, the Company will begin the meeting registration for shareholders and/or proxies

and checking evidence of proxy documents from 8.00 a.m. The Company would like the shareholders and/or

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the proxies to study the Evidence of Meeting Eligibility (details as shown in Enclosure 8). To shorten the

registration process and for convenience of the shareholders and proxies in the registration process, please

present the Registration Form (details as shown in Enclosure 12) for registration.

Any shareholders, who cannot personally attend the meeting, may authorize other person(s) or any one

of the Company’s independent directors (details as shown in Enclosure 9) to serve as your proxy to attend the

meeting. In such case, the shareholders must complete and duly sign the Proxy Form B (Proxy Form Containing

Specific Details) (details as shown in Enclosure13), or download Proxy Form A (General Form) or Proxy Form C

(For Foreign Shareholders who Have Custodians in Thailand ) from the Company website:

www.singhaestate.co.th by using one Proxy Form only, and must enclose the evidence to be presented for

attending the meeting (details as shown in Enclosure 8). As for the Company’s Articles of Association on

shareholders’ meetings, please see details in Enclosure 10.

If any shareholders have any inquiry about the agenda matters, please submit the Inquiry Form, which can

be downloaded from the Company website, in advance for 1 week before the meeting date to the Company

Secretary Office by email: [email protected], or facsimile at: +662 632 4534, or postal mail

to Singha Estate Public Company Limited No. 968 U Chu Liang Building 20th Floor Rama IV Road, Silom, Bangrak,

Bangkok 10500.

Please be informed accordingly and cordially invited to attend the 2016 AGM as above mentioned date,

time and venue.

Yours faithfully,

By order of the Board of Directors

-//-

Naris Cheyklin

Chief Executive Officer

Company Secretary Office Tel: +662 632 4533 Ext. 101-104 Fax: +662 632 4534

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http://www.singhaestate.co.th/

mailto:[email protected]

Enclosure 1

(Translation)

Minutes of the Extraordinary General Meeting of Shareholders No. 1/2015 Singha Estate Public Company Limited

Singha Estate Public Company Limited (the “Company”) held the Extraordinary General Meeting of Shareholders No. 1/2015 on Wednesday, 30 September 2015, at 2.00 p.m. at the Main Conference Room, 39th Floor, Suntowers Building B, No. 123 Vibhavadi-Rangsit Road, Chompon, Chatuchak, Bangkok 10900.

Company’s Directors Attending the Meeting 1) Mr. Chutinant Bhirombhakdi Chairman of the Board of Directors 2) Dr. Satit Rungkasiri Independent Director, Chairman of the Audit Committee and

Chairman of the Risk Management Committee 3) Mr. Karoon Nuntileepong Independent Director, Member of the Audit Committee and

Member of Nomination and Remuneration Committee 4) Mr. Thana Thienachariya Independent Director and Member of the Audit Committee 5) Asst. Prof. Thanavath Phonvichai, Ph.D. Independent Director and

Member of Nomination and Remuneration Committee 6) Dr. Chayanin Debhakam Director, Chairman of the Executive Committee and

Chairman of the Nomination and Remuneration Committee 7) Mr. Naris Cheyklin Director, Member of the Risk Management Committee,

Member of the Executive Committee and Chief Executive Officer

8) Mr. Longlom Bunnag Director, Member of the Executive Committee and Chief Investment Officer

9) Mr. Nattavuth Mathayomchan Director, Member of the Risk Management Committee, Member of the Executive Committee and Chief Residential Development Officer

Company’s Director Absent from the Meeting with Apologies -None-

Executive Management Attending the Meeting 1) Mr. Dirk Cuyber Member of the Executive Committee and

Chief Operating Officer (S Hotel Management Co., Ltd.)

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2) Mr. Suphot Chaladol Member of the Executive Committee and Chief of Santiburi Hotel Management 3) Mr. Terachart Numanit Member of the Executive Committee and Chief Design and Construction Officer 4) Mr. Methee Vinichbutr Member of the Executive Committee and Chief Financial Officer Company Secretary Attending the Meeting 1) Ms. Choenporn Subhadhira Vice President, Investor Relations and Company Secretary Auditors Attending the Meeting from PricewaterhouseCoopers ABAS Limited 1) Mr. Vichien Khingmontri 2) Mr. Theerayut Panyathaweesub Independent Financial Advisors from Advisory Plus Company Limited 1) Mr. Thawatchai Vorawandthanachai 2) Mr. Vatcharin Lerdsuvankul Legal Advisors Attending the Meeting from LS Horizon Limited 1) Ms. Panida Wongsriyanon 2) Mrs. Tida Voranate Meeting Commencement at 2.00 p.m. Mr. Chutinant Bhirombhakdi, Chairman of the Board of Directors acting as the Chairman of the Meeting (the “Chairman”), informed of the provisions regarding a quorum according to Section 103 of the Public Limited Companies Act, B.E. 2535 (as amended) and Article 38 of the Articles of Association of the Company whereby the number of shareholders present during the commencement of the meeting consisted of 103 shareholders attending the meeting in person and 108 shareholders attending the meeting by proxy, totaling 211 shareholders, holding the total shares in the number of 5,140,608,319 shares, representing 89.94 percent of the total number of issued shares of the Company, exceeding one-third (1/3) of the total number of issued shares, thereby constituting a quorum. The Chairman then announced the commencement of the Extraordinary General Meeting of Shareholders No. 1/2015 (the “EGM No. 1/2015”) held for consideration of businesses according to the agenda stated in the Invitation to the EGM No. 1/2015.

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In this regard, the Chairman stated to the meeting that the Company would continue to accept registrations and allow the shareholders to attend the meeting after the commencement of the meeting whereby such shareholders would have the right to vote on the remaining agenda. The Chairman then requested that the shareholders be informed of the following procedure for voting at the shareholders’ meeting of the Company so that the meeting would be conducted properly in accordance with the Company’s Articles of Association:

- Article 42 of the Articles of Association provided that in casting vote at a shareholders’ meeting, one share would be entitled to one vote. Any shareholder who had a special interest in any matter would not be entitled to vote on such matter, except in the case of a vote on election of directors.

- A shareholder may cast all of his/her votes for approval, disapproval or abstention, except for the shareholder who was a foreign investor and appointed a custodian in Thailand, who would be able to vote by splitting votes whereby the total number of votes should not exceed the total number of voting rights held. However, if the proxy who was a custodian failed to cast all of the votes held, the remaining votes should be deemed as abstention.

Voting - The Company provided the procedure for voting at the meeting as follows:

For voting on each agenda, the Chairman would ask only the shareholders who wished to disapprove or abstain the vote to fill out the ballots received at the registration, and to raise their hands so that the Company’s officers would collect the ballots for vote counting. The Company would deduct the disapproval votes and abstention votes from the total number of shares held by the shareholders attending the meeting and having the right to vote. The shareholders who did not raise their hands or submit their ballots should be deemed to approve the matter as proposed by the Chairman.

For voting result announcement of each agenda, the Chairman would assign the Company Secretary to announce the voting result after the voting in each agenda is completed, whereby the announced votes would be divided into the numbers of the approval, the disapproval and the abstention votes and the percentage thereof. The ballots for disapproval or abstention submitted after the Company Secretary announced the voting result of each agenda to the meeting would not be counted as the voting result.

In the case that the shareholders who appointed the proxy and had specified their votes for each agenda, the votes would be counted systematically as specified by such shareholders. The proxy did not have to specify such votes in the ballots again.

Any shareholder or proxy who had been registered but had not yet voted and was unable to be present at the meeting until the meeting was adjourned, the Company kindly asked for their cooperation to submit the ballots which had been filled out for all remaining agenda to the Company’s officer who would record the votes for each agenda.

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In the case that the shareholders or proxies did not send their ballots for disapproval or abstention to the Company’s officers before the Chairman or the Company Secretary announced the voting result of each agenda, the Company would consider that the shareholders or the proxies approved for such agenda.

In the case that no shareholder voted for disapproval or abstention, the Company would consider that the meeting unanimously resolved the matter in such agenda, except in the case that the shareholder had specified in the proxy form that he/she wished to vote for disapproval or abstention and the Company had already recorded such vote in advance.

Cases of Voided Ballots 1. Voting for more than one alternative, except for voting by the proxy of a foreign investor who

appointed a custodian in Thailand; 2. Correction or deletion of ballots without signature affixed by such shareholder or proxy; 3. Defective and unreadable ballots.

- After the meeting, the Company would keep all ballots of the shareholders and proxies in all agenda for checking purposes and for transparency in voting.

Expressing Opinions and Asking Questions - A shareholder or proxy who wished to express any opinion or ask any question in each agenda would be

asked to raise his/her hand and upon permission by the Chairman, he/she may ask questions by using microphone provided by the Company. In this regard, the shareholder was requested to inform of his/her name and surname, and specify whether he/she was a shareholder attending the meeting in person or by proxy, and then express opinions or ask questions so that the minutes of the meeting would be correctly and completely recorded.

- Any opinion or question to be expressed or asked should be clear and concise. Please refrain from asking the same question or expressing the same opinion repeatedly so that the meeting would be conducted effectively.

- If a shareholder wished to express an opinion or ask a question on a matter that was not on the agenda being considered, such opinion or question may be expressed or asked on the agenda regarding other businesses or at the end of the meeting.

In this meeting, Mrs. Tida Voranate, a legal advisor from LS Horizon Limited, and Ms. Srinarin Poudpongpaiboon volunteered to represent the shareholders present at the meeting as witnesses in vote counting. The Chairman gave an opportunity to the shareholders to ask about the procedures for voting. After that, the Chairman continued to conduct the meeting in accordance with the following agenda.

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Agenda 1 To acknowledge the minutes of the 2015 Annual General Meeting of Shareholders held on 22 April 2015 The Chairman clarified facts and rationales to the meeting that according to Section 96 of the

Public Limited Companies Act B.E. 2535 (1992) (as amended), the Company was required to prepare the minutes of the shareholders’ meeting within 14 days from the meeting date. In this regard, the Company had convened the 2015 Annual General Meeting of Shareholders on 22 April 2015, and copies of the minutes of the meeting were submitted to the Stock Exchange of Thailand and the Office of the Securities and Exchange Commission within such 14 days. Also, the Company had continuously been disclosing the minutes on the Company’s website until present, and none of the shareholders requested for amending the minutes.

In this regard, the Company had sent details of the said minutes to the shareholders together with the invitation letter.

The Chairman gave an opportunity to shareholders to ask questions and express their opinions on the relevant matters but there was no shareholder asking a question relating to this agenda. And as this agenda was for acknowledgement, the Chairman then proceeded with the next agenda.

Agenda 2 To consider and approve the investment in Singha Complex Project

The Chairman asked Mr. Methee Vinichbutr, Member of the Executive Committee and Chief Financial Officer, to present this agenda to the meeting. Mr. Methee explained to the meeting relating to the investment in Singha Complex Project of Singha Property Development Co., Ltd. (“SPD”) (a subsidiary of the Company by indirect shareholding of 99.99 percent of the total issued shares). SPD would invest in the development of a mixed-use commercial complex with office and retail spaces for rent, namely Singha Complex Project (“Singha Complex Project”) which was located on approximately 9-0-23 rais of land at the corner of Asoke Montri Road and New Phetchaburi Road. The total investment value would not exceed Baht 4,255 million (excluding the cost of land which was owned by SPD). Mr. Methee also summarized details of Singha Complex Project, such as land details, location, land size, project accessibility, brief building layout, summary of space utility in the project and expecting benefits from investment in the project, etc.

The investment in Singha Complex Project was considered as an acquisition of assets pursuant to the Notification of the Capital Market Supervisory Board No. ThorChor. 20/2551 Re: Rules on Entering into Material Transaction Deemed as Acquisition or Disposal of Assets, and the Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Acquisition or Disposition of Assets B.E. 2547 (2004) (the “Notification on

Acquisition or Disposal”). Based on the information from the latest reviewed consolidated financial statements of the Company as at 30 June 2015, the investment value was at the highest transaction value of not exceeding 27.66 percent on a total value of consideration basis. However, after calculating with value of other asset acquisition transactions entered into during the past six months before the date of this transaction of another

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43.52 percent (i.e. the investment in Suntowers projects through Max Future Co., Ltd., a subsidiary of the Company by indirect shareholding of 99.99 percent of the total issued shares, by way of the entire business transfer of Suntowers Co., Ltd. with the total transaction value of not exceeding Baht 4,500 million), the highest aggregated value of the transactions was not exceeding 71.18 percent on a total value of consideration basis, which was considered a Class 1 Transaction in accordance with the Notification on Acquisition or Disposal. Details of which were contained in the information memorandum on the transaction in Attachments 2 and 4 which were sent to the shareholders together with the invitation letter.

In addition, the Independent Financial Advisor had expressed its opinions to the meeting which could be summarized that the entering into the transaction of acquisition of assets by investment in Singha Complex Project by SPD, a subsidiary of the Company, was sensible and beneficial to the Company since it gave an opportunity to the Company to utilize SPD’s land bank for development according to the business and investment plan which would enhance value of SPD’s assets. It would also enable the Company to grow its recurring income and capitalize on such investment in the long term. In addition, the investment in office and retail spaces for rent would diversify business risks of the Company which might result in foreseeable stability of cash flow from such investment and eligibility of investment planning by the Company, which would; therefore, support long-term growth of the Company.

In this regard, the Board of Directors’ meeting of the Company and the meeting of the Audit Committee had duly and prudently considered this transaction, by taking into account the best benefits of the shareholders and the Company, and deemed that the transaction was reasonable and appropriate, and would create long-term returns and value to the Company. The transaction also conformed to the Company’s long-term business plan and would support the Company’s commercial revenue to grow steadily. The Board of Directors; therefore, approved to propose to the meeting for consideration and approval of the investment in Singha Complex Project and the relevant authorization as per the details appeared in the invitation letter.

After that, the Chairman gave an opportunity to shareholders to ask questions and express their opinions on the relevant matters which could be summarized as follows:

Mr. Pongsathorn Vanichsathien – a proxy, raised questions about the Debt to Equity ratio of the Company at present and after the investment in Singha Complex Project, as well as the source of project finance for Singha Complex Project.

Mr. Methee explained that, at the end of 2nd Quarter of 2015, the Company held the Debt to Equity ratio at 0.4 times. After the Company’s investment in Suntowers Project, this Debt to Equity ratio increased to be 0.8 times. For Singha Complex Project with the project development value amounting to Baht 4,300 million (excluding cost of land), the Company had negotiated with a financial institution. It was on the process of consideration and approval by the board of directors of such financial institution. It was anticipated that the Company would be granted a long-term credit for this Project in the amount of Baht

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3,700 million, which shall be repaid in the next 14-15 years. Debt to Equity ratio of Singha Complex Project, including the cost of land, was approximately 1.2 times of the project value.

Mr. Thongchai Pornkiratiwat – a shareholder, raised a question about the average rental of Singha Complex Project and the number of population after the project completion.

Mr. Vatcharin Lerdsuvankul, Independent Financial Advisor, informed that the average rental fee of Singha Complex Project was Baht 950 per square meter for the first year.

Mr. Naris Cheyklin, Director, Member of the Risk Management Committee, Member of the Executive Committee and Chief Executive Officer, additionally explained about the number of population that, upon the completion of Singha Complex Project, it would approximately be 4,000-5,000 persons in an area of approximately 60,000 square meters. For the retail space, it would also serve people nearby.

Mr. Teetat Vanichsathien – a shareholder, raised a question about Singha Complex Project designer, and whether it was possible to increase the height of the building since the Project was built on a good location and surrounded by several buildings.

Mr. Naris informed that Singha Complex Project was designed by architects of Design 103 International Limited. The building could not be made any higher because it was designed based on the maximum allowable space limit according to the floor area ratio.

An anonymous shareholder questioned why the Project contained too much parking space while it was located near MRT and BTS stations.

Mr. Naris informed that since Singha Complex Project was an A-grade office building project, the Company endeavored to utilize all of its space most appropriately and effectively. In this regard, the Company provided some space to facilitate the tenants i.e. sufficient parking space which was important. The office building tenants and retail space lessees should be able to make use of it. Besides, the parking could also generate some revenues for the Company.

Mr. Pongsathorn Vanichsathien – a proxy, raised the following inquiries: 1) The land ownership of Singha Complex Project. 2) The Project land value. 3) Capital management policy of the Company to accommodate future business expansion.

Mr. Naris and Mr. Methee explained the significant details as follows: 1) The plot of land where the Project was located was owned by Singha Property Development Co.,

Ltd. or SPD, an indirect subsidiary of the Company. 2) The latest market value of the Project land was approximately Baht 2,700 million. 3) The Company set up a policy to manage its fund and accommodate its business expansion by

means of capital turnover which might be done by establishing a real estate investment trust (“REIT”). When it was appropriate, the Company’s properties would be transferred to REIT, which would then return capital for spending.

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Mr. Sinchoke Piriyothaisakul – a shareholder, shared his opinion about the calculation of the internal rate of return of Singha Complex Project (“the project IRR”) by the Independent Financial Advisor, which was equal to the estimated value earned by REIT. The Shareholder viewed that the Company should not be able to transfer properties to REIT.

Mr. Methee explained that the transfer of properties to REIT was the capital management based on the Company’s business plan. Nevertheless, the newly completed building would not promptly be transferred to REIT until it had good operating results; for example, transferring the properties for investment by REIT after an increase of rental fees. The IRR calculated by the Independent Financial Advisor was only based on the estimated rental fees at present. In fact, when Singha Complex Project was opened, the building management had to be able to raise the occupancy rate and the rate of rental fees in order to gain some profits from transferring the building for investment by REIT; this process definitely took some time. In addition, the properties transferred for investment by REIT not only involved Singha Complex Project, but also other properties possessed by the Company, which were proper and ready for such investment by REIT, e.g. Suntowers office buildings project, Santiburi Beach Resort & Spa, and Phi Phi Island Village Beach Resort, all of which had consistently gained the good operating results. If such properties could be transferred for investment by REIT, they might get good values, which would help decreasing the Company’s debts, and add some working capital in business operation.

Mr. Seksan Asawanuchit – a shareholder, raised an inquiry about the source of funds of Singha Complex Project whether the interest rate would be changed, the Baht 3,540 million loan from financial institutions deducted by 1,900 million in long-term rental fees paid by long term tenant, the amount of loan would be approximately Baht 1,640 million with an interest rate at 4.25 percent.

Mr. Vatcharin explained that, while preparing the opinion report, the loan was estimated about Baht 3,540 million with the interest rate at MLR-2, which in practice could vary from this, subject to the Company’s negotiation outcomes with financial institutions.

Mr. Methee added that, when giving the Company’s information to the Independent Financial Advisor, the Company had been on negotiations with the financial institutions. At present, the proposals of several financial institutions to the Company seemed better than the estimate. Initially, an interest rate would be at MLR-3; therefore, the Company’s cost of borrowing would be quite low. For Baht 1,900 million which was paid by the tenants to the Company as their partial long-term rental for the office building space, was not the debt to which the Company had to bear some interest.

Mr. Unapon Kansupkrirk – a shareholder, raised the following questions: 1) Impact to Singha Complex Project in case that the opposite building charged cheaper rental rate. 2) Impact to Singha Complex Project image due to its location with Saen Saeb Canal on the back of

the building while the opposite building was located near a department store and MRT station, with large parking spaces, and more transparent.

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Mr. Naris clarified the above issues. The significant details were as follows: 1) The Company was unsure about the rental rates of building on the opposite side. If the rate was

lower than that to be charged by Singha Complex Project at approximately Baht 400-500 per square meter, it would be interesting because such rate was cheap and rare at present.

2) Regarding Saen Saeb Canal, it took no effect because the Company would improve the sight and landscape of the back of Singha Complex Project with a nice garden. Mr. Naris added his opinion to the meeting that Singha Complex Project was an honorable

project of the Company. It was expected to be an A-grade environmentally friendly office building. The internal rate of return was also appropriate. With experiences in managing this kind of projects, he felt confident that if the Company constructed a quality office building, it would be demanded in the market. The building quality could help prolong the building lifecycle as could be seen from the Suntowers buildings which were over 20 years old, but, due to its good maintenance, it had yet been greatly demanded by many tenants.

Mr. Sinchoke Piriyothaisakul – a shareholder, raised a question about the relation of Singha Complex Project which was located near a condominium project at Asoke owned by the Company, and whether the tenants of Singha Complex Project could purchase such condominium at a special price. Mr. Nattavuth Mathayomchan, Chief Residential Development Officer, informed that the official name of Asoke condominium project was the ESSE ASOKE which would be opened for sale in October. It was expected that all units would be sold out before the completion of Singha Complex Project. In this regard, the tenants of Singha Complex Project would be unable to purchase the condominium in time. Once the condominium construction was completed, the price of surrounding land would definitely be higher. This would affect the rental rate of the office buildings as well.

Mr. Pisal Kittikhun – a shareholder, raised an inquiry about the investment risks of the Project in respect of exchange rate and the fluctuation of loan interest rate of the Project.

Mr. Methee explained that Singha Complex Project held no exchange rate risk because the costs of project development and construction, loan from financial institutions, and rental or service fees were in Thai Baht. The potential risk might be the fluctuation of loan interest rate because it relied on the floating rate or MLR, which might possibly be changed in the future. However, considering the current economic condition and relevant factors, the loan interest rate would not be changed in the near future.

After the Chairman had fully given opportunities to shareholders to ask questions and express their opinions, there was no shareholder neither asking additional question nor expressing their opinion. The Chairman asked the meeting to cast their votes which required a vote of not less than three-fourths (3/4) of the total votes of shareholders attending the meeting and having the rights to vote. In this agenda, there was no shareholder having an interest.

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Resolution The meeting approved the investment in Singha Complex Project and the relevant authorization by a vote of more than three-fourths (3/4) of the total votes of shareholders attending the meeting and having the rights to vote as follows:

Approved by 5,144,797,185 Votes, Equivalent to 99.999887 Percent Disapproved by 0 Votes, Equivalent to 0.000000 Percent Abstained by 5,838 Votes, Equivalent to 0.000114 Percent

Agenda 3 To consider and approve the lease of office building areas in Singha Complex Project to

connected persons Since the matter regarding the consideration and approval of the lease of office building areas

in Singha Complex Project to Boon Rawd Brewery Co., Ltd. and/or its subsidiaries (“Boonrawd”), which were the connected persons, and in order to comply with good corporate governance practice, the directors who were the representatives from Boon Rawd Brewery Co., Ltd., namely Mr. Chutinant Bhirombhakdi and Dr. Chayanin Debhakam which had conflict of interest left the meeting room, whereby the Chairman assigned Dr. Satit Rungkasiri, Independent Director, Chairman of the Audit Committee and Chairman of the Risk Management Committee, to present details in this agenda.

Dr. Satit asked Mr. Methee Vinichbutr, Member of the Executive Committee and Chief Financial Officer, to present this agenda to the meeting. Mr. Methee explained to the meeting relating to the lease of certain part of office building areas in Singha Complex Project to connected persons by SPD, whereby SPD would lease certain areas in the office building to Boonrawd, which are the connected persons, for a total lease period of 50 years, with an approximate total rental fee of Baht 1,900 million, for the gross floor area of approximately 14,555 square meters, or the net leasable area of approximately 10,595 square meters. The entering into this transaction was expected to create benefits to the Company due to its returns, and it would reduce operational risk that arose from non-renewal contract from the short-term lease agreements, as well as to reduce financing burden of the Company since the lease agreement required payments of rental fee in advance on a quarterly basis during construction of the project.

The lease of the office building areas to Boonrawd mentioned above was considered as a connected transaction pursuant to the Notification of the Capital Market Supervisory Board No. ThorChor. 21/2551 Re: Rules on Connected Transaction, and the Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Connected Transactions B.E. 2546 (2003). The size of the transaction was approximately 22.87 percent which was more than 3 percent of the net tangible asset value according to the latest reviewed consolidated financial statements of the Company as at 30 June 2015. Details of which were contained in the information memorandum on the transaction in Attachments 3 and 4 which were sent to the shareholders together with the invitation letter.

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In addition, the Independent Financial Advisor had expressed its opinions to the meeting which could be summarized that the entering into the connected transaction by the lease of certain part of office building areas in Singha Complex Project to Boonrawd was reasonable since it would increase SPD’s liquidity by receiving of advance rental fee payments of Baht 1,900 million, which was required to be made in advance within a 3-year period or by the completion of the construction. The 50-year lease term would lessen operational burden in securing tenants. In addition, to lease the office building areas to Boonrawd would incur SPD the return from this transaction not less than renting out the spaces to third parties. Therefore, it viewed that the shareholders of the Company should approve this transaction.

In this regard, the Board of Directors’ meeting of the Company excluding the directors who had conflict of interest, and the meeting of the Audit Committee had duly and prudently considered this transaction, by taking into account the best benefits of the shareholders and the Company, and deemed that the transaction was reasonable under the principle for determination and consideration which was acceptable. The return from the lease of the assets was proper which would enhance returns to the Company. In addition, the conditions of the lease agreement of the 50-year term with the major terms that were in normal course of business of the long-term lease agreement were appropriate. This would also reduce operational risk that arose from non-renewal contract from the short-term lease agreements, as well as to reduce financing burden of the Company since the lease agreement required payments of rental fee in advance on a quarterly basis during the construction. The Board of Directors, excluding the directors who had conflict of interest; therefore, approved to propose to the meeting for consideration and approval of the lease of office building areas in Singha Complex Project to connected persons and the relevant authorization as per the details appeared in the invitation letter.

After that, the Chairman gave an opportunity to shareholders to ask questions and express their opinions on the relevant matters which could be summarized as follows:

Mr. Pongsathorn Vanichsathien – a proxy, raised the following questions: 1) Whether the lease of office building space in Singha Complex Project to Boonrawd was reasonable. 2) Whether there were the same long-term lease in other countries.

Mr. Vatcharin Lerdsuvankul, Independent Financial Advisor, clarified the above questions. The significant details were summarized as follows: 1) The lease of office space in Singha Complex Project to Boonrawd was reasonable because the rental

fee paid to the Company was appropriate. The return rate from the lease to Boonrawd was higher than the rates charged to other tenants. The Company also obtained the rental fee amounting to Baht 1,900 million in a short period. After calculating the rental fees per the leased space in square meter, the rental fee was Baht 1,200 per square meter, which was higher than the rates charged to other tenants.

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2) The Independent Financial Advisor had no information about the long-term lease in other countries because, in the opinion report, there was no comparison between the local and foreign long-term leases, only the actual transactions on the rental per square meter of other buildings nearby such as Exchange Tower Building, Interchange 21 Building at Asoke-Sukhumvit Intersection, etc.

Mr. Pongsathorn Vanichsathien – a proxy, shared his opinion that the Company should compare the local leases with the foreign leases, especially in developed countries, in order to obtain broader and clearer business direction and trend.

Mr. Sinchoke Piriyothaisakul – a shareholder, raised a question about investment in Singha Complex Project by REIT.

Mr. Methee explained that the property for investment by REIT had to generate income from leasing or service. For Singha Complex Project, after deducting Boonrawd’s leased space, the Company still held another 80 percent of the remaining space for lease that could be transferred to REIT. For Boonrawd’s leased space, the Company had to seek its intention. If Boonrawd wanted to transfer its properties to REIT, the Company and Boonrawd might have to amend the lease agreement from the long-term basis to a monthly basis, while refunding Boonrawd in proportion to the number of years of lease.

Ms. Jinnapak Pornpiboon – a shareholder, shared her opinion that the lease of office building space to Boonrawd for a 50-year period without any increase or revision of rental fee was inappropriate because the lease term was too long, and it was highly possible to change. This would also result in deviation of the estimate. The lease period should be shorter.

Mr. Naris Cheyklin, Director, Member of the Risk Management Committee, Member of the Executive Committee and Chief Executive Officer, explained that the management team had carefully considered all risks and returns. It was agreed that such lease period was appropriate because the Company gave up the increase of rental within 50 years in exchange for its liquidity in the amount of Baht 1,900 million. Moreover, for investment in the real estate for rent in general, the Company had to consider between the short-term and long-term leases. After considering the necessity in Company’s management at present as a newly established company holding not so much capital, the Company had quite high business opportunities to make investment in other projects which could give returns equivalent or better, or it could diversify risks to other businesses because there was uncertainty in the next 50 years which was deemed a risk as well.

Mr. Thammarat Ophasathien – a shareholder, raised a question about the calculation of returns between leasing to Boonrawd and other tenants.

Mr. Vatcharin explained that, as for a comparison of returns from other tenants, the Independent Financial Advisor’s calculation was based on the lease of office space in the first year at the rate of Baht 1,100 per square meter. The rental fee would be increased according to the presented assumption. For the occupancy rate, it was calculated at the rate of 60 percent in the first year, 70 percent

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in the second year, 80 percent in the third year, and 95 percent in the fourth year to fiftieth year. After calculating all rental fees deducted by discount, the present value would be equivalent to Baht 1,500 million with 6.46 percent of WACC (Weight Average Cost of Capital).

Mr. Naruchit Tangsuan – a shareholder, raised the following question: 1) The lease of office space to Boonrawd at a value higher than the present value might contain a

hidden agenda. 2) Whether the lease agreement made with Boonrawd could be amended.

Mr. Naris clarified the above questions. The significant details were summarized as follows: 1) The Company and Boonrawd negotiated and agreed on the rental fees based on the market prices.

Everything was carried out transparently. 2) The lease agreement with Boonrawd was all agreed and no changes could be made.

Mr. Naruchit Tangsuan – a shareholder, questioned if the Company made any special design to serve the lease by Boonrawd and whether Boonrawd would sublease its space.

Mr. Terachart Numanit, Chief Design and Construction Officer, explained that no special design was made for Boonrawd. The building was designed to fit all tenants. All tenants would be treated and entitled to rights equitably, including elevators or parking spaces. All designs were in line with structure of the building and appropriateness in order to save the structure and cost.

Mr. Methee explained of the sublease that Boonrawd must obtain consent from the Company before subleasing to a third party.

Ms. Bussakorn Ngampasuthadol – a shareholder, raised a question about the difference of rental fee of each floor.

Mr. Naris explained that, normally, the rental fee of higher floors was more expensive than that of lower floors, similarly to other condominiums which had nice scenery on higher floors with higher price. The space leased out to Boonrawd was on the top floors with the highest rate of rental fee which was used for calculation of the long-term rental fee.

Mr. Anu Wongsarakit – a shareholder and proxy, raised a question about the building’s insurance. Mr. Naris explained that when the construction was completed, the building insurance would

be made. The insurance premium would be collected from all tenants based on the proportion of leased space.

After the Chairman had fully given opportunities to shareholders to ask questions and express their opinions, there was no shareholder neither asking additional question nor expressing their opinion. The Chairman asked the meeting to cast their votes which required a vote of not less than three-fourths (3/4) of the total votes of shareholders attending the meeting and having the rights to vote.

Nonetheless, shareholders who had conflict of interest and were not entitled to vote, as appear in the share registration book on 31 August 2015 were as follows:

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Shareholders with Conflict of Interest Number of Shares

Held (Shares)

Shareholding Proportion of Total Issued Shares

(%) 1. Singha Property Management Group

- Singha Property Management Co., Ltd. - Singha Property Management (Singapore) Pte. Ltd.

2,662,224,966 1,990,848,570

671,376,396

46.58 34.83 11.75

2. Mr. Santi Bhirombhakdi - Mr. Santi Bhirombhakdi - Morgan Stanley & Co. International Plc. (a custodian of Mr. Santi Bhirombhakdi’s shares)

1,879,710,799 1,590,104,278

289,606,521

32.89 27.82 5.07

3. Major shareholders of Boon Rawd Brewery Co., Ltd. - Mr. Piya Bhirombhakdi - Mr. Naiyanobh Bhirombhakdi

296,499 179,783 116,666

0.01 0.003 0.002

Total 4,542,232,214 79.47

The number of shares in the table above was not counted as the votes from the shareholders. After the vote casting completed, Dr. Satit invited the two directors back to the meeting.

Resolution The meeting approved the lease of office building areas in Singha Complex project to connected persons and the relevant authorization by a vote of more than three-fourths (3/4) of the total votes of shareholders attending the meeting and having the rights to vote excluding the shareholders who had conflict of interest as follows:

Approved by 601,290,249 Votes, Equivalent to 99.711260 Percent Disapproved by 1,741,191 Votes, Equivalent to 0.288740 Percent Abstained by 0 Votes, Equivalent to 0.000000 Percent

Agenda 4 To consider other business (if any)

The Chairman informed to the meeting that if any shareholder or proxy wished to propose an agenda other than those specified in the invitation letter, as prescribed in paragraph 2 of Section 105 of the Public Limited Companies Act, B.E. 2535 (as amended) and paragraph 2 of Article 40 of the Articles of Association of the Company, the shareholders holding shares amounting to not less than one-third of the total number of issued shares, or not less than 1,905,112,423 shares of the total number of shares, i.e. 5,715,337,268 shares, might request the meeting to consider matters other than those indicated in the invitation letter. The Chairman then allowed the shareholders to resolve to propose agenda but there was no shareholder proposing any additional agenda. After that, the Chairman gave opportunities to shareholders to ask questions and express their opinions which could be summarized as follows:

Mr. Pongsathorn Vanichsathien – a proxy, raised the following questions: 1) Singha Estate’s future plan.

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2) The possibilities of becoming a world-class corporation. Mr. Naris Cheyklin, Director, Member of the Risk Management Committee, Member of the

Executive Committee and Chief Executive Officer, clarified that the Company formulated its business vision to add more value for its shareholders. The business operation and expansion plans were as follows: 1) Hospitality business – The Company had planned to develop its hotel business to meet the global

standard with the management team led by Mr. Dirk Cuyper, an experienced executive from Hilton hotel chain. The Company also planned to expand its hotel business which would be proposed to the Board of Directors’ meeting soon.

2) Office building and retail space business – it was consisted of 2 office buildings of Suntowers project with the retail space on the lowest floors, and the Light House project, a small shopping center located at Charoen Nakorn area which was under renovation. The Company also planned for other projects apart from Singha Complex Project to be approved in this meeting.

3) Vertical residential business – apart from the ESSE ASOKE project to be launched in this October, the Company possessed 2 other plots of land along the sky trains routes, which would be developed to be the vertical residential projects in the future. Horizontal residential business – the Company jointly invested with Nirvana Development Co., Ltd. for development of single-house projects.

Apart from the present core businesses, the Company had a business development plan concerning industrial logistics business to accommodate Thailand’s growth to the industrial hub. The project feasibility study was being in progress.

The Chairman informed that as the Company stayed under the image of Singha brand, he was confident that the management team could drive the Company to meet success and long-term growth, not only in Thailand. For development of other projects, they would be carried out consistently with regards to the shareholders’ best interests.

After the Chairman had fully given opportunities to shareholders to ask questions and express their opinions, there was no shareholder neither asking additional question nor expressing their opinion. The Chairman then thanked all shareholders present at the meeting and declared the meeting adjourned, respectively.

After the meeting was declared adjourned, the Company collected remaining ballot papers from the shareholders for checking purposes and for transparency in voting.

At the end of the meeting, the number of shareholders consisted of 122 shareholders attending the meeting in person and 116 shareholders attending the meeting by proxy, totaling 238 shareholders, holding the total shares in the number of 5,144,921,568 shares, representing 90.02 percent of the total number of issued shares.

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Meeting adjourned at 4.15 p.m. Minutes recorded by Ms. Choenporn Subhadhira Company Secretary - // - - // -

(Dr. Chayanin Debhakam) Director, Chairman of the Executive

Committee and Chairman of the Nomination and Remuneration Committee

(Mr. Naris Cheyklin) Director, Member of the Risk Management

Committee, Member of the Executive Committee and Chief Executive Officer

Enclosure 3 (1)

Name – Surname : Mr. Chayanin Debhakam, D.B.A.

Position : Director, Chairman of the Executive Committee, and

Chairman of the Nomination and Remuneration Committee

(Non-Management)

Age : 46 Years Old First Appointment Date : 12 September 2014 Term of Office : 2 years Education : Doctorate degree in Business Administration, Rattana Bundit University Master of Management, Sasin Graduate Institute of Business Administration, Chulalongkorn University Biomedical Science, Kingston University, United Kingdom Director Training Courses by Thai Institute of Directors Association (IOD) - Director Certification Program (DCP 191/2014) Other Trainings - Securities & Exchange Commission Capital Market Leader Program: Building Competitiveness of Nation and Thai Capital

Markets - Advanced Certificate Course in Politic and Governance in Democratic Systems for Executive 12 - Advanced Certificate Course in Judicial Training for Executive 15 Work Experiences in 5 Years Period Nov 2015 – Dec 2015 Director, Talay Noi Property Company Limited Jan 2015 - Dec 2015 Director, Phi Phi Village Asset Management Company Limited 2014 - Jan 2015 Director, Bhiromphat Company Limited

2013 - 2014 Director, S Bright Future Company Limited

Other Current Positions 1. Listed Company - None 2. Public Limited Company - None 3. Limited Company

- Director, S Hotel Management Company Limited - Director, S Hotel Phi Phi Island Company Limited - Director, Singha Property Management Company Limited - Director, Singha Property Development Company Limited - Director, Max Future Company Limited - Director, Park Industry Company Limited - Director and Assistant Managing Director, Singha Corporation Company Limited - Director, Contango Company Limited - Director, C.V.S. Syndicate Company Limited - Director, Leo Links Company Limited

- Director, Mahasan Enterprise Company Limited - Director, Fine Food Capital Company Limited - Director, Angthong Power Company Limited - Director, Siam Parboiled Rice Company Limited - Director, Khao Pun Dee Company Limited - Director, Absolute Power P Company Limited - Director, Solar Innovation Company Limited - Director, S Estate Commercials Inter Company Limited - Director, S Estate Commercials Company Limited - Director, S Commercials (Singapore) PTE.LTD. - Director, S Hotels and Resorts Inter Company Limited - Director, S Hotels and Resorts (UK) LTD. - Director, S Hotels and Resorts (HK) Limited - Director, S Hotels and Resorts Company Limited - Director, S Hotels and Resorts (SG) PTE. LTD.

4. Organization/Institution - None 5. State Enterprise - None

Positions in Rival Companies/Related Companies - None

Meeting Attendance in Year 2015

- Board of Directors Meeting 7/7 - Nomination and Remuneration Committee Meeting 2/2 - Annual General Meeting of Shareholders 1/1 - Extraordinary General Meeting of Shareholders 1/1

% of Shareholding in the Company - None Conflict of Interest - None Family Relation with Other Directors Nephew of Mr. Chutinant Bhirombhakdi Lawsuit in the 10 Preceding Years - None

Enclosure 3 (2) Name – Surname : Mr. Karoon Nuntileepong

Position : Independent Director, Member of the Audit Committee, and Member of the Nomination and Remuneration Committee (Non-Management)

Age : 56 Years Old

First Appointment Date : 12 November 2014

Term of Office : 2 years

Education : Master of Business Administration, Chulalongkorn University Bachelor of Laws, Thammasart University

Director Training Courses by Thai Institute of Directors Association (IOD) - Director Certification Program (DCP 9/2001)

Other Trainings - Enterprise Risk Management and Procedure by the Stock Exchange of Thailand - Career Management and Ability of Human Resource Management - Justification and Transparency of Directors and Executive’s Remuneration by IOD - Intellectual Property Law and International Trade by the Central Intellectual Property and International Trade Court - Internal Quality Audit - Key Performance Indicator (KPI)

Work Experiences in 5 Years Period 2012 - 2014 Director, CPP Company Limited 2011 - 2014 Director, CPI Agrotech Company Limited 2007 - 2014 Managing Director, Chumporn Palm Oil Industry Public Company Limited

Other Current Positions 1. Listed Company

- Director, Chumporn Palm Oil Industry Public Company Limited 2. Public Limited Company - None 3. Limited Company

- Director, Chumporn Holding Company Limited - Director, Nature Touch Company Limited

4. Organization/Institution - None

5. State Enterprise - None


Meeting Attendance in Year 2015 - Board of Directors Meeting 7/7 - Audit Committee Meeting 2/2 - Nomination and Remuneration Committee Meeting 2/2 - Annual General Meeting of Shareholders 1/1 - Extraordinary General Meeting of Shareholders 1/1

% of Shareholding in the Company - None

Family Relation with Other Directors - None

Lawsuit in the 10 Preceding Years - None

Relationship in the Company, Subsidiary, Associated Company or Other Conflicted Business Entity According to the Independent Director Qualifications:

(1) Holding shares not exceeding 0.5% of the total number of voting shares in the Company, its holding company, subsidiary, associates, major shareholders or its controllers. (including the shares held by related persons of such persons)

No

(2) Neither being involved or having been involved in management/wage earners/employees/advisers on regular payroll, or controllers of the Company, during the past 2 years

No

(3) Neither having or having had business relationship with the Company, not being a person providing professional service or auditor to the Company, during the past 2 years

No

(4) Neither being a representative of other directors of the Company, major shareholders, or shareholders related to the Company’s major shareholders

No

Enclosure 3 (3) Name – Surname : Mr. Naris Cheyklin

Position : Director, Member of the Risk Management Committee, Member of the Executive Committee, and Chief Executive Officer (Management)

Age : 53 Years Old

First Appointment Date : 12 September 2014

Term of Office : 2 years

Education : Master of Accounting, Thammasat University

Bachelor of Accounting, Thammasat University

Director Training Courses by Thai Institute of Directors Association (IOD) - Director Certification Program (DCP 9/2002)

Other Trainings - Organizational Risk Management Program, Sasin Graduate Institute of Business Administration, Chulalongkorn

University (Batch 2/2004) - Advanced Security Management Program (Batch 4/2013) - Corporate Financial Strategies, Kellogg School of Management, Chicago, U.S.A. - Executive Development Program in Real Estate Management, Thammasat University (1993) - Computer Audit Program, Arthur Andersen - General Audit Program, SGV-Na Thalang, Bangkok and SGV Manila, Philippines - Capital Market Academy Leader Program (Batch 2/2006)

Work Experiences in 5 Years Period Nov 2015-Dec 2015 Director, Talay Noi Property Company Limited Jan 2015-Dec 2015 Director, Phi Phi Village Asset Management Company Limited 2014-Jan 2015 Director, Bhiromphat Company Limited

2012 - 2013 President of Thai Shopping Center Association 1998-2013 Senior Executive Vice President, Central Pattana Public Company Limited

Other Current Positions 1. Listed Company

- Director, Thai Setakij Insurance Public Company Limited 2. Public Limited Company - None 3. Limited Company

- Director, Max Future Company Limited

- Director, Singha Property Development Company Limited

- Director, S Hotel Management Company Limited

- Director, S Hotel Phi Phi Island Company Limited - Chairman, Nirvana Development Company Limited - Director, S Estate Commercials Inter Company Limited - Director, S Estate Commercials Company Limited - Director, S Commercials (Singapore) PTE.LTD. - Director, FS JV CO LIMITED - Director, FS MEZZ CO LIMITED - Director, FS MID CO LIMITED - Director, FS SENIOR CO LIMITED - Director, S Hotels and Resorts Inter Company Limited - Director, S Hotels and Resorts (UK) LTD. - Director, S Hotels and Resorts (HK) Limited - Director, S Hotels and Resorts Company Limited - Director, S Hotels and Resorts (SG) PTE.LTD. - Director, JUPITER HOTELS HOLDINGS LIMITED - Director, JUPITER HOTELS MIDCO LIMITED - Director, JUPITER HOTELS LIMITED - Director, JUPITER HOTELS WETHERBY LIMITED - Director, JUPITER HOTELS MANAGEMENT LIMITED - Director, Siratan Company Limited - Director, InterAccies Company Limited - Director, Inthanon Club Resort Company Limited

4. Organization/ Institution - Committee member of Thammasat University Commerce and Accountancy Alumni - Director of Thai Listed Companies Association

5. State Enterprise - None


Meeting Attendance in Year 2015 - Board of Directors Meeting 7/7 - Risk Management Committee Meeting 2/2 - Annual General Meeting of Shareholders 1/1 - Extraordinary General Meeting of Shareholders 1/1

% of Shareholding in the Company 0.0175 Conflict of Interest - None Family Relation with Other Directors - None Lawsuits in the 10 Preceding Years - None

Director Nomination Procedures and Definition of Independent Director Criteria and Procedures

The Board of Directors has assigned the Nomination and Remuneration Committee (the “NRC”) to recruit and nominate qualified persons under securities and exchange laws and in line with the Company’s defined qualifications and submit a short list to the Board of Directors for appointment or for tabling it to a shareholders’ meeting as specified by company regulations. In so doing, the following channels will be considered:

An opportunity given for shareholders to nominate directors before each annual general meeting of shareholders (the “AGM”) , the latest one being from 1 November 2015 to 31 January 2016, under the criteria and terms announced on the company website

Persons recommended by the Board of Directors and external independent advisers. The NRC takes into account the qualifications and diverse skills, expertise, proficiency, experience, and specialty of director nominees (Board Skill Matrix), together with the Board of Directors’ overall composition against present and future business directions. All these define the criteria for director selection every year regardless of gender, nationality, religion, age, and other competencies.

1. Position becomes vacant with term completion

When a position becomes vacant with term completion for a given director, the NRC recruits and nominates persons with suitable qualifications and nominate them to the Board of Directors for seeking approval from the AGM. As for directors’ reappointment for another term, the NRC looks at several factors, including performance outcomes, profiles of meeting attendance and participation, and support given to the Board of Directors activities. For an independent director, his or her independence will also be taken into account.

Directors’ election conforms to the Company’s Articles and Association and those of relevant laws, which must be transparent and clear. Below are the criteria and methodology of directors’ election at a shareholders’ meeting:

1) Each shareholder’s votes equal his or her number of shares held, one share per one vote. 2) Voting is to be done for individual nominees, for which each shareholder is to exercise his or her entire votes

for individual directors, one by one. 3) Those that secure the highest votes, and those with the second highest votes, and so on, are regarded as

being elected, matching the number of directors to be elected. Should there be more than one person with equal votes for a given position, the chairman of the meeting is to cast a deciding vote.

2. Position becomes vacant for other reasons

The NRC recruits and nominates qualified persons without forbidden qualities under the laws on the public limited companies to present to the Board of Directors for appointment replacing the resigned director(s) at the next Board of Directors meeting. An exception applies if the remaining term is less than two months, in which case an approval is needed from the AGM. In any case, the replacement director can be in position only within the remaining term of the previous director. The vote in favor of the appointment must be no less than three-quarters of the remaining directors.

Enclosure 4

Definition of Independent Director

The Company’s definition of independent director is stricter than the qualifications required by the Capital Market Supervisory Board which are: 1) Hold up to 0 .5% of the voting shares of the Company, holding company, subsidiaries, associates, major

shareholders, or its controllers. For this purpose, the shares held by related persons of individual independent directors are to be included.

2) Are not or have not been involved in the management, wage earners, employees, advisers on regular payroll, or controllers of the Company, holding company, subsidiaries, associates, sister companies, major shareholders, or the mother company unless the foregoing status has ended for not less than two years.

3) Are not persons of blood relationship or legal registration as father, mother, spouse, sibling, or children, including the spouses of the children and of other directors, executives, major shareholders, controllers, or those nominated as directors, executives, or controllers of the Company or its subsidiaries.

4) Do not have or have not had business relationship with the Company, holding company, subsidiaries, associates, major shareholders, or the Company’s controller that could obstruct their independent exercise of discretion; are not or have not been significant shareholders, or controllers of those with business relationship with the Company, holding company, subsidiaries, associates, major shareholders, or the Company’s controller unless the foregoing status has ended for not less than two years.

Under the previous paragraph, business relationships include trade transactions routinely engaged for renting of real estates, asset-related or service-related transactions, or financial assistance provided or received involving loans or collateral, provision of assets as loan collateral or the likes-all of which result in the Company or its contract counterpart owing from 3% of its net tangible assets or Baht 20 million upward (whichever is lower). The calculation of such debts is to follow the method of calculating the value of related-party transactions under the announcement of the Capital Market Supervisory Board on the criteria for engagement in related transactions. However, in the consideration of such debts, they are to incorporate debts incurred during the year before the business relationship date with the same person.

5) Are not or have not been the auditor of the Company, holding company, subsidiaries, associates, major shareholders, or the Company’s controller; and are not significant shareholders, controllers, or partners of the auditing office that the auditor of the Company, holding company, subsidiaries, associates, major shareholders, or the Company’s controllers are attached to unless the foregoing status has ended for not less than two years.

6) Are not or have not been professional advisers, whether legal or financial, with a consulting fee of more than Baht 2 million a year from the Company, holding company, subsidiaries, associates, major shareholders, the Company’s controllers; and are not significant shareholders, controllers, or partners of such professional advisers unless the foregoing status has ended for not less than two years.

7) Are not directors appointed as the representatives of other directors of the Company, major shareholders, or shareholders related to the Company’s major shareholders.

8) Are not engaged in similar businesses and significantly competitive businesses with those of the Company, its subsidiaries; are not significant partners in partnerships, management directors, wage earners, employees, advisers on regular payroll, or those holding more than 1% of the total voting rights in other companies engaged in similar businesses and significantly competitive businesses with those of the Company or its subsidiaries.

9) Do not have any characteristics that hinder expression of views freely on the Company’s business.

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(Translation) Enclosure 5

Details of the Warrants to Purchase the Ordinary Shares of Singha Estate Public Company Limited

to be Issued and Offered for Sale to the Directors and Employees of the Company and/or its Subsidiaries No. 1 (ESOP-Warrant-1)

1. Objectives and necessity for the issuance of warrants to be issued and offered for sale to the directors and

employees at this time

1.1. To induce motivation including work dedication of the directors and employees in order to jointly build future growth of Singha Estate Public Company Limited (the “Company”) and/or its subsidiaries;

1.2. To be an incentive for valuable personnel to work with the Company and/or its subsidiaries in the long term which will benefit the work performance and operation of the Company and/or its subsidiaries in the future;

1.3. To benefit shareholders by giving an opportunity for the employees to work at their highest potential which will benefit the business performance of the Company and/or its subsidiaries, and will result in the highest return to the shareholders of the Company in the future.

2. Details of the warrants to be issued and offered for sale to the directors and employees at this time

Issuer : Singha Estate Public Company Limited

Nature and type of the warrants

: Warrants to purchase the Company’s ordinary shares to be issued and offered for sale to the directors and employees of the Company and/or its subsidiaries No. 1 (ESOP-Warrant-1) (the “ESOP-Warrant-1”), registered name of the holder and non-transferable, except for the transfer as provided below.

Term of the warrants : Not exceeding 5 (Five) years from the issuing date of the ESOP-Warrant-1


: Not exceeding 50,000,000 (Fifty Million) units

Number of ordinary shares to be

: Not exceeding 50,000,000 (Fifty Million) shares, at a par value of Baht 1 (One) each, representing 0.87 (Zero Point Eight Seven) percent of the total number of 5,715,337,268 (Five Thousand Seven Hundred and Fifteen Million Three Hundred

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reserved for the exercise of warrants

Thirty-Seven Thousand Two Hundred and Sixty Eight) issued shares of the Company as of 29 February 2016. The Company will complete the offering for sale of the ordinary shares to be reserved to holders of the ESOP-Warrant-1 within the term of the ESOP-Warrant-1.


: Baht 0 (Zero) per unit

Total offering value of the warrants

: Baht 0 (Zero)

Issuing date : The Executive Committee will determine the issuing date of the ESOP-Warrant-1 after the Company has received an approval from the shareholders’ meeting.

Offering period : The Company will offer for sale of the ESOP-Warrant-1 within 1 (One) year from the date of receiving an approval from the shareholders’ meeting.

Offering method : To be offered for sale to the directors and employees of the Company and/or its subsidiaries without an agent

Exercise ratio : 1 (One) unit of the ESOP-Warrant-1 will be entitled to purchase 1 (One) newly issued ordinary share (except in the case of adjustment of right pursuant to the conditions of the adjustment of right of the ESOP-Warrant-1.)


: The exercise price to purchase ordinary shares for each period is as follows: (1) 1st Year from the issuing date of the ESOP-Warrant-1 : Warrant cannot be

exercised. (2) 2nd Year from the issuing date of the ESOP-Warrant-1 : Baht 5 (Five) (which

equals a discount of 7.06 (Seven Point Six) percent from the weighted-average price of the Company’ ordinary shares trading on the Stock Exchange of Thailand (the “SET”) for the past 7 (Seven) consecutive business days prior to the date of the Company’s Board of Directors’ meeting No. 2/2016, held on 26 February 2016)

(3) 3rd Year from the issuing date of the ESOP-Warrant-1 : Baht 5.50 (Five Point Five Zero) (being the price at the rate of 110 (One Hundred and Ten) percent of the exercise price of the 2nd year)

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(4) 4th Year and 5th Year from the issuing date of the ESOP-Warrant-1 : Baht 6.05 (Six Point Zero Five) (being the price at the rate of 110 (One Hundred and Ten) percent of the exercise price of the 3rd year)


Allocation method : The Company will allocate the ESOP-Warrant-1 in the number of 50,000,000 (Fifty Million) units to the directors and employees of the Company and/or its subsidiaries pursuant to the details of the Procedures, Conditions and Method of the Allocation stated in Clause 3 below.

Exercise period : The holders of the ESOP-Warrant-1 shall be entitled to exercise the right to purchase the Company’s ordinary shares each year, whereas the number of the ESOP-Warrant-1 to be exercised in each year shall not exceed the rate of 1/3 (One-Third) of the total number of ESOP-Warrant-1 allocated, whether such right has been exercised in whole or in part. The holders of the ESOP-Warrant-1 shall be entitled to exercise the ESOP-Warrant-1 on the last business day of each month throughout the term of the ESOP-Warrant-1 (the “Exercise Date”) and the first Exercise Date of the ESOP-Warrant-1 shall be the last business day of the month of the first anniversary from the issuing date of the ESOP-Warrant-1. The holders of the ESOP-Warrant-1 shall be entitled to exercise the right for the last time on the date that the ESOP-Warrant-1 have reached its 5 (Five) years term from the issue date of the ESOP-Warrant-1. In the event that the expiration date of the term does not fall on a business day of the Company, the holders of the ESOP-Warrant-1 shall be entitled to exercise the right for the last time on the last preceding business day prior to such date. In the event that there are units of the ESOP-Warrant-1 remain outstanding due to the holder of the ESOP-Warrant-1 does not exercise the right to purchase ordinary shares of the Company, or does not exercise the right in full in each year, the holders of the ESOP-Warrant-1 shall be entitled to exercise the right under such outstanding units of the ESOP-Warrant-1 in the following years until they have reached the expiration of the term of the ESOP-Warrant-1 at the exercise price of the year that the outstanding units of the ESOP-Warrant-1 have been exercised (the total number of the outstanding units and the units to be exercised in the following year may exceed the rate of 1/3

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(One-Third) of the total number of ESOP-Warrant-1 allocated and exercisable in each year).

Period for the notification of the intention to exercise the right

: During the exercise period, the holders of the ESOP-Warrant-1 may express the Company their intention to exercise the right to purchase the Company’s ordinary shares between 1st and the 25th day of every calendar month during 9.00 Hours. to 15.00 Hours. of the Company’s business day commencing on the first month that they are entitled to exercise the right under the ESOP-Warrant-1. In the event that the 25th day of any calendar month does not fall on a business day of the Company, the last day on which the holders of the ESOP-Warrant-1 are able to express their intention to exercise the right will be the last preceding business day prior to such date. The notification period of the intention to exercise the right shall not be less than 5 (Five) business days prior to each Exercise Date. The last notification period of the intention to exercise the right shall not be not less than 15 (Fifteen) business days prior to the last Exercise Date. In this regard, the Company may reserve the right to suspend the exercise of right to purchase the Company’s ordinary shares during the one-month period prior to the annual financial report and/or quarterly report (as the case may be) to the SET, and in other cases as the Chief Executive Officer of the Company deems appropriate.

Exercise conditions : In case the directors and/or employees of the Company and/or its subsidiaries do not exercise the right to purchase the Company’s newly issued ordinary shares under the ESOP-Warrant-1 or did not fully exercise their right and the ESOP-Warrant-1 has reached the expiration of its term, the directors and/or employees of the Company and/or its subsidiaries shall be deemed to have waived their right under the remaining ESOP-Warrant-1, whereby such directors and/or employees of the Company and/or its subsidiaries shall have no right to claim for any damage from the Company.

Transfer restriction : The ESOP-Warrant-1 and the exercise of right under the ESOP-Warrant-1 cannot be transferred to any other person nor can be exercised by any other person who is not the named person as specified on the certificate. Except in case the holder of the ESOP-Warrant-1 is unable to exercise his/her right as a result of disappearance, incompetence, or disability (unable to conduct his/her own business), his/her heir, guardian, or curator, as the case may be, shall be entitled to exercise his/her right

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under the unexercised ESOP-Warrant-1 at that time until the expiration of the term of the ESOP-Warrant-1, provided that all relevant legal documents have been presented to the satisfaction of the Chief Executive Officer of the Company, and in other cases as the Chief Executive Officer of the Company deems appropriate.

Secondary market of the warrants

: The Company will not list the ESOP-Warrant-1 as registered securities on the SET.

Secondary market of newly issued ordinary shares as a result of the exercise of right under the warrants

: The SET

Adjustment of right under the warrants

: The Company will adjust the exercise price to purchase newly issued ordinary shares and the exercise ratio to purchase newly issued ordinary shares of the ESOP-Warrant-1 during the term of the ESOP-Warrant-1 in case there is an occurrence of events under the Notification of the Capital Market Supervisory Board No. TorChor. 34/2551 re: Application for and Approval of Offer for Sale of Newly Issued Share Warrants and Newly Issued Underlying Shares (“Notification TorChor. 34/2551”) and/or relevant Notification of the Securities and Exchange Commission requiring the adjustment of right. The Company authorizes the Chief Executive Office of the Company to determine the conditions and other details relating to the adjustment or change of the exercise ratio and the exercise price pursuant to relevant law, notifications, and regulations as deems appropriate in order to secure the benefit of the holders of the ESOP-Warrant-1.

Reasons to issue new shares to be reserved for the adjustment of right

: When the exercise price and the exercise ratio are adjusted in accordance with the conditions for the adjustment of right as stated in the conditions of the ESOP-Warrant-1 resulting from the events as specified in Section 11(4)(b) of the Notification TorChor. 34/2551.

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3. Principle for the Allocation, Offering Method, and Exercise Conditions

3.1 Principle for the allocation of the warrants (1) The Company will allocate the ESOP-Warrant-1 to the directors and employees of the Company

and/or its subsidiaries after receiving an approval from the shareholders’ meeting. (2) The Nomination and Remuneration Committee of the Company (the “Nomination Committee”) will

determine the names of each director to be allocated and the number of the ESOP-Warrant-1 to be allocated, including the number of the ESOP-Warrant-1 to be allocated to the Chief Executive Officer of the Company.

(3) The Chief Executive Officer of the Company will determine the allocation criteria for the ESOP-Warrant-1, including selecting the executives and/or employees eligible for the allocation at this time by considering the position, year of service, capability, and dedication of each executive and/or employee.

(4) Qualifications of the directors or employees of the Company and/or its subsidiaries eligible for the allocation of the ESOP-Warrant-1 are as follows: (a) Being a director or executive of the Company and/or its subsidiaries on the issuing date of the

ESOP-Warrant-1; (b) Being an employee of the Company and/or its subsidiaries on the issuing date of the ESOP-

Warrant-1; and (c) In exceptional case which is not qualified to the conditions in Clause (a) and Clause (b), the

case will be proposed to the Nomination Committee for special consideration. (5) The allocation of the ESOP-Warrant-1 to the directors and/or employees of the Company and/or its

subsidiaries in excess of 5 percent of the total number of the ESOP-Warrant-1 to be issued and offered for sale at this time must be proposed to the shareholders’ meeting for approval prior to such allocation.

(6) The ESOP-Warrant-1 to be offered for sale to the directors will not have offering price, terms and conditions better than those to be offered for sale to the employees.

3.2 Offering method of the warrants

The Company will offer the ESOP-Warrant-1 for sale to the directors and employees of the Company and/or its subsidiaries without an agent. The Company will complete the allocation of the ESOP-Warrant-1 within 1 (One) year from the date that the shareholders’ meeting of the Company has approved the issuance and offering for sale of the ESOP-Warrant-1.

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3.3 Additional conditions in case the Company intends to reallocate the ESOP-Warrant-1 which were already offered for sale The Company may re-allocate the ESOP-Warrant-1 which are delivered back to the Company by the directors or employees due to his/her resignation, to other directors or employees subject to the conditions as follows: (1) In case of the allocation to the employee only, if, after the allocation, there is no employee who will

be allocated with the ESOP-Warrant-1 in the number of exceeding 5 (Five) percent of the total ESOP-Warrant-1 to be issued and offered for sale at this time, the Company can proceed with the reallocation without the need to call for another shareholders’ meeting. In this regard, the principle for the allocation, offering method of warrants, and exercise conditions under Clause 3 hereof will apply mutatis mantadis.

(2) In case of the allocation to the director in any number of warrants, or in case of the allocation of warrants to any employee resulting in the aggregate number of the ESOP-Warrant-1 allocated to such employee exceeds 5 (Five) percent of the total ESOP-Warrant-1 to be issued and offered for sale at this time. Prior to the reallocation of the ESOP-Warrant-1 which were already offered for sale, the Company must convene another shareholders’ meeting to consider and approve that the Company can re-allocate the ESOP-Warrant-1 to such director or employee, providing that the calling for the meeting, notice of invitation to attend the meeting, and resolution of the shareholders’ meeting shall be conducted in accordance with the criteria as specified in the Notification of the Capital Market Supervisory Board No. TorChor. 32/2551 re: Offer for Sale of Newly Issued Securities to Directors or Employees.

4. List of directors of the Company and/or its subsidiaries to be allocated with the ESOP-Warrant-1 and the

number of the ESOP-Warrant-1 allocated to each director

No. Name Position

Number of the ESOP-Warrant-1 to be allocated

(unit)

Percent of the number of the

ESOP-Warrant-1 to

be issued and offered for sale

at this time 1. Mr. Chutinant Bhirombhakdi Chairman of the Board of

Directors Not exceeding 2,500,000 units

Not exceeding 5.00 percent

2. Mr. Chayanin Debhakam Director, Chairman of the Nomination and Remuneration Committee, Chairman of the Executive Committee

Not exceeding 2,500,000 units


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No. Name Position


(unit)


ESOP-Warrant-1 to


at this time 3. Mr. Naris Cheyklin Director,

Member of the Risk Management Committee, Chief Executive Officer



4. Mr. Longlom Bunnag

Director, Chief Investment Officer



5. Mr. Nattavuth Mathayomchan

Director, Member of the Risk Management Committee, Chief Residential Development Officer



6. Mrs. Napaporn Landy Independent Director, Chairman of the Audit Committee, Chairman of the Risk Management Committee



7. Mr. Karoon Nuntileepong Independent Director, Member of the Audit Committee, Member of the Nomination and Remuneration Committee



8. Mr. Thana Thienachariya

Independent Director, Member of the Audit Committee



9. Mr. Thanavath Phonvichai Independent Director, Member of the Nomination and Remuneration Committee



10. Mr. Terachart Numanit Director of Subsidiaries of the Company, Chief Design and Construction Officer



11. Mr. Suphot Chaladol Director of Subsidiaries of the Company, Chief of Santiburi Hotel Management



12. Mr. Methee Vinichbutr Director of Subsidiaries of the Company, Chief Financial Officer



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5. List of employees of the Company and/or its subsidiaries to be allocated with the ESOP-Warrant-1 exceeding 5 percent of the total ESOP-Warrant-1 to be issued and offered for sale at this time and the number of the ESOP-Warrant-1 allocated to each employee of the Company and/or its subsidiaries - None -

6. Effects on the shareholders resulting from the issuance and offering for sale of the ESOP-Warrant-1 to the

directors and employees of the Company and/or its subsidiaries at this time

Control Dilution Following the issuance and offering for sale of the ESOP-Warrant-1 : In the event that all of 50,000,000 (Fifty Million) units have been exercised to purchase newly issued ordinary shares under the ESOP-Warrant-1 by the non-existing shareholders of the Company, this will result in a decrease in the profit sharing or the voting right of the existing shareholders (Control Dilution) at the rate of 0.87 (Zero point Eight Seven) percent of the profit sharing or the voting right of the existing shareholders prior to the exercise of right under the ESOP-Warrant-1. This is calculated from the number of newly issued ordinary shares issued to be reserved for the offering of the ESOP-Warrant-1 at this time, divided by the sum of (1) the total number of issued shares and (2) the number of newly issued ordinary shares issued to be reserved for the offering of ESOP-Warrant-1 at

this time: )000,000,50268,337,715,5(

000,000,50 0.87 percent

However, since the Company will propose to the 2016 Annual General Meeting of Shareholders to consider and approve the issuance and offering for sale of newly issued ordinary shares to the existing shareholders of the Company in proportion of their shareholding (Rights Offering) in the number of not exceeding 1,224,715,129 (One Thousand Two Hundred and Twenty Four Million Seven Hundred Fifteen Thousand One Hundred and Twenty Nine) shares, to specific persons under the general mandate capital increase by way of a private placement in the number of not exceeding 300,000,000 shares, and to be reserved for the exercise of the warrants to purchase the Company’s ordinary shares to be issued and offered for sale to the directors and employees of the Company and its subsidiaries No. 2 (ESOP-Warrant-2), this will result in a decrease in the profit sharing or the voting right of the existing shareholders (Control Dilution) at the rate of 0.68 (Zero point Six Eight) percent of the profit sharing or the voting right of the existing shareholders prior to the exercise of right under the ESOP-Warrant-1. This is calculated from the number of newly issued ordinary shares issued to be reserved for the offering of ESOP-Warrant-1 at this time, divided by the sum of (1) the total number of issued shares after the capital increase and (2) the number of newly issued ordinary shares issued to be reserved for the offering of ESOP-Warrant-1 at this time:

)000,000,50397,052,290,7(

000,000,50 0.68 percent

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Price Dilution Following the issuance and offering for sale of the ESOP-Warrant-1 : In the event that all of 50,000,000 (Fifty Million) units of the ESOP-Warrant-1 have been exercised, this will not affect the price per share of the Company since the weighted-average exercise price from the exercise price of each year equals Baht 5.52 (Five Baht and Fifty-Two Satang) per share, which is higher than the market price (the market price is at Baht 5.38 (Five Baht and Thirty-Eight Satang) per share). This is calculated from the weighted-average price of the Company’s ordinary shares trading on the SET for the past 7 (Seven) consecutive business days prior to the date of the Company’s Board of Directors’ meeting No. 2/2016, held on 26 February 2016.

7. Veto right of shareholders in the issuance and offering for sale of the ESOP-Warrant-1 7.1 The issuance and offering for sale of the ESOP-Warrant-1 to the directors and employees must receive

an approval from the shareholders’ meeting by the affirmative vote of not less than 3/4 (three-fourths) of the total voting rights of shareholders attending the meeting and having the right to vote, provided that there is no objection in the issuance and offering for sale of the ESOP-Warrant-1 by the shareholders holding shares in aggregate amount of exceeding 10 (Ten) percent of the total voting rights of shareholders attending the meeting.

7.2 In the case of the allocation of the ESOP-Warrant-1 to any director and/or employee in the amount of exceeding 5 percent of the total ESOP-Warrant-1 to be issued and offered for sale at this time, the Company must propose to the shareholders’ meeting to consider and approve such allocation on an individual basis by the affirmative vote of not less than 3/4 (three-fourths) of the total voting rights of shareholders attending the meeting and having the right to vote, provided that there is no objection in the issuance and offering for sale of the ESOP-Warrant-1 by the shareholders holding shares in aggregate amount of exceeding 5 (Five) percent of the total voting rights of shareholders attending the meeting.

8. List of independent directors whom shareholders may appoint as proxy to attend the shareholders’ meeting and exercise the right on behalf of the shareholders

No. Name

Position Number of the ESOP-

Warrant-1 to be allocated (unit)



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No. Name










Remark : Independent director(s) specified above have conflict of interest due to the receipt of the ESOP-Warrant-1.

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(Translation) Enclosure 6

Details of the Warrants to Purchase the Ordinary Shares

of Singha Estate Public Company Limited to be Issued and Offered for Sale to the Directors and Employees of the Company and/or its Subsidiaries

No. 2 (ESOP-Warrant-2)

1. Objectives and necessity for the issuance of warrants to be issued and offered for sale to the directors and employees at this time

1.1. To induce motivation including work dedication of the directors and employees in order to jointly build future growth of Singha Estate Public Company Limited (the “Company”) and/or its subsidiaries;

1.2. To be an incentive for valuable personnel to work with the Company and/or its subsidiaries in the long term which will benefit the work performance and operation of the Company and/or its subsidiaries in the future;

1.3. To benefit shareholders by giving an opportunity for the employees to work at their highest potential which will benefit the business performance of the Company and/or its subsidiaries, and will result in the highest return to the shareholders of the Company in the future.

2. Details of the warrants to be issued and offered for sale to the directors and employees at this time

Issuer : Singha Estate Public Company Limited

Nature and type of the warrants

: Warrants to purchase the Company’s ordinary shares to be issued and offered for sale to the directors and employees of the Company and/or its subsidiaries No. 2 (ESOP-Warrant-2) (the “ESOP-Warrant-2”), registered name of the holder and non-transferable, except for the transfer as provided below.

Term of the warrants : Not exceeding 5 (Five) years from the issuing date of the ESOP-Warrant-2


: Not exceeding 50,000,000 (Fifty Million) units

Number of ordinary shares to be

: Not exceeding 50,000,000 (Fifty Million) shares, at a par value of Baht 1 (One) each, representing 0.87 (Zero Point Eight Seven) percent of the total number of

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reserved for the exercise of warrants

5,715,337,268 (Five Thousand Seven Hundred and Fifteen Million Three Hundred Thirty-Seven Thousand Two Hundred and Sixty Eight) issued shares of the Company as of 29 February 2016. The Company will complete the offering for sale of the ordinary shares to be reserved to holders of the ESOP-Warrant-2 within the term of the ESOP-Warrant-2.


: Baht 0 (Zero) per unit

Total offering value of the warrants

: Baht 0 (Zero)

Issuing date : The Executive Committee will determine the issuing date of the ESOP-Warrant-2 after the Company has received an approval from the shareholders’ meeting.

Offering period : The Company will offer for sale of the ESOP-Warrant-2 within 1 (One) year from the date of receiving an approval from the shareholders’ meeting, whereby the offering for sale of the ESOP-Warrant-2 will be made after the offering for sale of the warrants to purchase the Company’s ordinary shares to be issued and offered for sale to the directors and employees of the Company and/or its subsidiaries No. 1 (ESOP-Warrant-1).

Offering method : To be offered for sale to the directors and employees of the Company and/or its subsidiaries without an agent.

Exercise ratio : 1 (One) unit of the ESOP-Warrant-2 will be entitled to purchase 1 (One) newly issued ordinary share (except in the case of adjustment of right pursuant to the conditions of the adjustment of right of the ESOP-Warrant-2.)


: The exercise price to purchase ordinary shares for each period is as follows: (1) 1st Year from the issuing date of the ESOP-Warrant-2 : Warrant cannot be

exercised. (2) 2nd Year from the issuing date of the ESOP-Warrant-2 : the weighted-average

price of the Company’ ordinary shares trading on the Stock Exchange of Thailand (the “SET”) for the past 15 (Fifteen) consecutive business days prior to the issuing date of the ESOP-Warrant-2

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(3) 3rd Year from the issuing date of the ESOP-Warrant-2 : at the rate of 110 (One Hundred and Ten) percent of the exercise price of the 2nd year

(4) 4th Year and 5th Year from the issuing date of the ESOP-Warrant-2 : at the rate of 110 (One Hundred and Ten) percent of the exercise price of the 3rd year


Allocation method : The Company will allocate the ESOP-Warrant-2 in the number of 50,000,000 (Fifty Million) units to the directors and employees of the Company and/or its subsidiaries pursuant to the details of the Procedures, Conditions and Method of the Allocation stated in Clause 3 below.

Exercise period : The holders of the ESOP-Warrant-2 shall be entitled to exercise the right to purchase the Company’s ordinary shares each year, whereas the number of the ESOP-Warrant-2 to be exercised in each year shall not exceed the rate of 1/3 (One-Third) of the total number of ESOP-Warrant-2 allocated, whether such right has been exercised in whole or in part. The holders of the ESOP-Warrant-2 shall be entitled to exercise the ESOP-Warrant-2 on the last business day of each month throughout the term of the ESOP-Warrant-2 (the “Exercise Date”) and the first Exercise Date of the ESOP-Warrant-2 shall be the last business day of the month of the first anniversary from the issuing date of the ESOP-Warrant-2. The holders of the ESOP-Warrant-2 shall be entitled to exercise the right for the last time on the date that the ESOP-Warrant-2 have reached its 5 (Five) years term from the issue date of the ESOP-Warrant-2. In the event that the expiration date of the term does not fall on a business day of the Company, the holders of the ESOP-Warrant-2 shall be entitled to exercise the right for the last time on the last preceding business day prior to such date. In the event that there are units of the ESOP-Warrant-2 remain outstanding due to the holder of the ESOP-Warrant-2 does not exercise the right to purchase ordinary shares of the Company, or does not exercise the right in full in each year, the holders of the ESOP-Warrant-2 shall be entitled to exercise the right under such outstanding units of the ESOP-Warrant-2 in the following years until they have reached the expiration of the term of the ESOP-Warrant-2 at the exercise price of the year that the outstanding units of the ESOP-Warrant-2 have been exercised (the total number of the outstanding units and the units to be exercised in the following year may exceed the rate of 1/3

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(One-Third) of the total number of ESOP-Warrant-2 allocated and exercisable in each year).

Period for the notification of the intention to exercise the right

: During the exercise period, the holders of the ESOP-Warrant-2 may express the Company their intention to exercise the right to purchase the Company’s ordinary shares between 1st and the 25th day of every calendar month during 9.00 Hours. to 15.00 Hours. of the Company’s business day commencing on the first month that they are entitled to exercise the right under the ESOP-Warrant-2. In the event that the 25th day of any calendar month does not fall on a business day of the Company, the last day on which the holders of the ESOP-Warrant-2 are able to express their intention to exercise the right will be the last preceding business day prior to such date. The notification period of the intention to exercise the right shall not be less than 5 (Five) business days prior to each Exercise Date. The last notification period of the intention to exercise the right shall not be not less than 15 (Fifteen) business days prior to the last Exercise Date. In this regard, the Company may reserve the right to suspend the exercise of right to purchase the Company’s ordinary shares during the one-month period prior to the annual financial report and/or quarterly report (as the case may be) to the SET, and in other cases as the Chief Executive Officer of the Company deems appropriate.

Exercise conditions : In case the directors and/or employees of the Company and/or its subsidiaries do not exercise the right to purchase the Company’s newly issued ordinary shares under the ESOP-Warrant-2 or did not fully exercise their right and the ESOP-Warrant-2 has reached the expiration of its term, the directors and/or employees of the Company and/or its subsidiaries shall be deemed to have waived their right under the remaining ESOP-Warrant-2, whereby such directors and/or employees of the Company and/or its subsidiaries shall have no right to claim for any damage from the Company.

Transfer restriction : The ESOP-Warrant-2 and the exercise of right under the ESOP-Warrant-2 cannot be transferred to any other person nor can be exercised by any other person who is not the named person as specified on the certificate. Except in case the holder of the ESOP-Warrant-2 is unable to exercise his/her right as a result of disappearance, incompetence, or disability (unable to conduct his/her own business), his/her heir, guardian, or curator, as the case may be, shall be entitled to exercise his/her right

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under the unexercised ESOP-Warrant-2 at that time until the expiration of the term of the ESOP-Warrant-2, provided that all relevant legal documents have been presented to the satisfaction of the Chief Executive Officer of the Company, and in other cases as the Chief Executive Officer of the Company deems appropriate.

Secondary market of the warrants

: The Company will not list the ESOP-Warrant-2 as registered securities on the SET.

Secondary market of newly issued ordinary shares as a result of the exercise of right under the warrants

: The SET

Adjustment of right under the warrants

: The Company will adjust the exercise price to purchase newly issued ordinary shares and the exercise ratio to purchase newly issued ordinary shares of the ESOP-Warrant-2 during the term of the ESOP-Warrant-2 in case there is an occurrence of events under the Notification of the Capital Market Supervisory Board No. TorChor. 34/2551 re: Application for and Approval of Offer for Sale of Newly Issued Share Warrants and Newly Issued Underlying Shares (“Notification TorChor. 34/2551”) and/or relevant Notification of the Securities and Exchange Commission requiring the adjustment of right. The Company authorizes the Chief Executive Office of the Company to determine the conditions and other details relating to the adjustment or change of the exercise ratio and the exercise price pursuant to relevant law, notifications, and regulations as deems appropriate in order to secure the benefit of the holders of the ESOP-Warrant-2.

Reasons to issue new shares to be reserved for the adjustment of right

: When the exercise price and the exercise ratio are adjusted in accordance with the conditions for the adjustment of right as stated in the conditions of the ESOP-Warrant-2 resulting from the events as specified in Section 11(4)(b) of the Notification TorChor. 34/2551.

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3. Principle for the Allocation, Offering Method, and Exercise Conditions

3.1 Principle for the allocation of the warrants (1) The Company will allocate the ESOP-Warrant-2 to the directors and employees of the Company

and/or its subsidiaries after receiving an approval from the shareholders’ meeting. (2) The Nomination and Remuneration Committee of the Company (the “Nomination Committee”) will

determine the names of each director to be allocated and the number of the ESOP-Warrant-2 to be allocated, including the number of the ESOP-Warrant-2 to be allocated to the Chief Executive Officer of the Company.

(3) The Chief Executive Officer of the Company will determine the allocation criteria for the ESOP-Warrant-2, including selecting the executives and/or employees eligible for the allocation at this time by considering the position, year of service, capability, and dedication of each executive and/or employee.

(4) Qualifications of the directors or employees of the Company and/or its subsidiaries eligible for the allocation of the ESOP-Warrant-2 are as follows: (a) Being a director or executive of the Company and/or its subsidiaries on the issuing date of the

ESOP-Warrant-2; (b) Being an employee of the Company and/or its subsidiaries on the issuing date of the ESOP-

Warrant-2; and (c) In exceptional case which is not qualified to the conditions in Clause (a) and Clause (b), the

case will be proposed to the Nomination Committee for special consideration. (5) The allocation of the ESOP-Warrant-2 to the directors and/or employees of the Company and/or its

subsidiaries in excess of 5 percent of the total number of the ESOP-Warrant-2 to be issued and offered for sale at this time must be proposed to the shareholders’ meeting for approval prior to such allocation.

(6) The ESOP-Warrant-2 to be offered for sale to the directors will not have offering price, terms and conditions better than those to be offered for sale to the employees.

3.2 Offering method of the warrants

The Company will offer the ESOP-Warrant-2 for sale to the directors and employees of the Company and/or its subsidiaries without an agent. The Company will complete the allocation of the ESOP-Warrant-2 within 1 (One) year from the date that the shareholders’ meeting of the Company has approved the issuance and offering for sale of the ESOP-Warrant-2.

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3.3 Additional conditions in case the Company intends to reallocate the ESOP-Warrant-2 which were already offered for sale

The Company may re-allocate the ESOP-Warrant-2 which are delivered back to the Company by the directors or employees due to his/her resignation, to other directors or employees subject to the conditions as follows:

(1) In case of the allocation to the employee only, if, after the allocation, there is no employee who will be allocated with the ESOP-Warrant-2 in the number of exceeding 5 (Five) percent of the total ESOP-Warrant-2 to be issued and offered for sale at this time, the Company can proceed with the reallocation without the need to call for another shareholders’ meeting. In this regard, the principle for the allocation, offering method of warrants, and exercise conditions under Clause 3 hereof will apply mutatis mantadis.

(2) In case of the allocation to the director in any number of warrants, or in case of the allocation of warrants to any employee resulting in the aggregate number of the ESOP-Warrant-2 allocated to such employee exceeds 5 (Five) percent of the total ESOP-Warrant-2 to be issued and offered for sale at this time. Prior to the reallocation of the ESOP-Warrant-2 which were already offered for sale, the Company must convene another shareholders’ meeting to consider and approve that the Company can re-allocate the ESOP-Warrant-2 to such director or employee, providing that the calling for the meeting, notice of invitation to attend the meeting, and resolution of the shareholders’ meeting shall be conducted in accordance with the criteria as specified in the Notification of the Capital Market Supervisory Board No. TorChor. 32/2551 re: Offer for Sale of Newly Issued Securities to Directors or Employees.

4. List of directors of the Company and/or its subsidiaries to be allocated with the ESOP-Warrant-2 and the

number of the ESOP-Warrant-2 allocated to each director

No. Name Position


(unit)


ESOP-Warrant-2 to


at this time 1. Mr. Chutinant Bhirombhakdi Chairman of the Board of

Directors



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No. Name Position


(unit)


ESOP-Warrant-2 to


at this time 2. Mr. Chayanin Debhakam Director,

Chairman of the Nomination and Remuneration Committee, Chairman of the Executive Committee



3. Mr. Naris Cheyklin Director, Member of the Risk Management Committee, Chief Executive Officer



4. Mr. Longlom Bunnag

Director, Chief Investment Officer



5. Mr. Nattavuth Mathayomchan

Director, Member of the Risk Management Committee, Chief Residential Development Officer













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No. Name Position


(unit)


ESOP-Warrant-2 to


at this time 9. Mr. Thanavath Phonvichai Independent Director,

Member of the Nomination and Remuneration Committee



10. Mr. Terachart Numanit Director of Subsidiaries of the Company, Chief Design and Construction Officer



11. Mr. Suphot Chaladol Director of Subsidiaries of the Company, Chief of Santiburi Hotel Management



12. Mr. Methee Vinichbutr Director of Subsidiaries of the Company, Chief Financial Officer



5. List of employees of the Company and/or its subsidiaries to be allocated with the ESOP-Warrant-2 exceeding

5 percent of the total ESOP-Warrant-2 to be issued and offered for sale at this time and the number of the ESOP-Warrant-2 allocated to each employee of the Company and/or its subsidiaries - None -

6. Effects on the shareholders resulting from the issuance and offering for sale of the ESOP-Warrant-2 to the

directors and employees of the Company and/or its subsidiaries at this time

Control Dilution Following the issuance and offering for sale of the ESOP-Warrant-2 : In the event that all of 50,000,000 (Fifty Million) units have been exercised to purchase newly issued ordinary shares under the ESOP-Warrant-2 by the non-existing shareholders of the Company, this will result in a decrease in the profit sharing or the voting right of the existing shareholders (Control Dilution) at the rate of 0.87 (Zero point Eight Seven) percent of the profit sharing or the voting right of the existing shareholders prior to the exercise of right under the ESOP-Warrant-2. This is calculated from the number of newly issued ordinary shares issued to be reserved for the

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offering of the ESOP-Warrant-2 at this time, divided by the sum of (1) the total number of issued shares and (2) the number of newly issued ordinary shares issued to be reserved for the offering of ESOP-Warrant-2 at

this time: )000,000,50268,337,715,5(

000,000,50 0.87 percent

However, since the Company will propose to the 2016 Annual General Meeting of Shareholders to consider and approve the issuance and offering for sale of newly issued ordinary shares to the existing shareholders of the Company in proportion of their shareholding (Rights Offering) in the number of not exceeding 1,224,715,129 (One Thousand Two Hundred and Twenty Four Million Seven Hundred Fifteen Thousand One Hundred and Twenty Nine) shares, to specific persons under the general mandate capital increase by way of a private placement in the number of not exceeding 300,000,000 shares, and to be reserved for the exercise of the warrants to purchase the Company’s ordinary shares to be issued and offered for sale to the directors and employees of the Company and its subsidiaries No. 1 (ESOP-Warrant-1), this will result in a decrease in the profit sharing or the voting right of the existing shareholders (Control Dilution) at the rate of 0.68 (Zero point Six Eight) percent of the profit sharing or the voting right of the existing shareholders prior to the exercise of right under the ESOP-Warrant-2. This is calculated from the number of newly issued ordinary shares issued to be reserved for the offering of ESOP-Warrant-2 at this time, divided by the sum of (1) the total number of issued shares after the capital increase and (2) the number of newly issued ordinary shares issued to be reserved for the offering of ESOP-Warrant-2 at this time:

)000,000,50397,052,290,7(

000,000,50 0.68 percent

Price Dilution Following the issuance and offering for sale of the ESOP-Warrant-2 : In the event that all of 50,000,000 (Fifty Million) units of the ESOP-Warrant-2 have been exercised to purchase newly issued ordinary shares of which the exercise price is the weighted-average price of the Company’s ordinary shares trading on the SET for the past 15 (Fifteen) consecutive business days prior to the issuing date of the ESOP-Warrant-2, this will not affect the market price of share since the exercise price to purchase ordinary shares at this time does not have any discount from the market price.

7. Veto right of shareholders in the issuance and offering for sale of the ESOP-Warrant-2 7.1 The issuance and offering for sale of the ESOP-Warrant-2 to the directors and employees must receive

an approval from the shareholders’ meeting by the affirmative vote of not less than 3/4 (three-fourths) of the total voting rights of shareholders attending the meeting and having the right to vote, provided that there is no objection in the issuance and offering for sale of the ESOP-Warrant-2 by the shareholders holding shares in aggregate amount of exceeding 10 (Ten) percent of the total voting rights of shareholders attending the meeting.

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7.2 In the case of the allocation of the ESOP-Warrant-2 to any director and/or employee in the amount of

exceeding 5 percent of the total ESOP-Warrant-2 to be issued and offered for sale at this time, the Company must propose to the shareholders’ meeting to consider and approve such allocation on an individual basis by the affirmative vote of not less than 3/4 (three-fourths) of the total voting rights of shareholders attending the meeting and having the right to vote, provided that there is no objection in the issuance and offering for sale of the ESOP-Warrant-2 by the shareholders holding shares in aggregate amount of exceeding 5 (Five) percent of the total voting rights of shareholders attending the meeting.

8. List of independent directors whom shareholders may appoint as proxy to attend the shareholders’ meeting and exercise the right on behalf of the shareholders

No. Name












Remark : Independent director(s) specified above have conflict of interest due to the receipt of the ESOP-Warrant-2.

Enclosure 7

Capital Increase Report Form (F 53-4)


1 April 2016

We, Singha Estate Public Company Limited (the “Company”), hereby report the resolutions of the Company’s Board

of Directors’ Meeting No. 2/2016, held on 26 February 2016 in respect to the capital increase and allocation of the

newly issued shares as follows:

1. Capital increase:

The Company’s Board of Directors’ Meeting has passed a resolution approving the increase of the registered

capital of the Company from Baht 7,348,290,776 to Baht 8,973,005,905 by issuing the number of 1,624,715,129

newly issued ordinary shares with a par value of Baht 1 each, totaling Baht 1,624,715,129. The details of the

type of capital increase are as follows:

Capital Increase Type of

Share

Number of

Share (share)

Par Value

(Baht per

share)

Total (Baht)

Specify the purpose of utilizing capital Ordinary

shares 1,324,715,129 1 1,324,715,129

General Mandate Ordinary

shares 300,000,000 1 300,000,000

2. Allocation of newly issued ordinary shares

The Company’s Board of Directors’ Meeting has passed a resolution to allocate the number of not exceeding

1,624,715,129 newly issued ordinary shares, with a par value of Baht 1 each, totaling not exceeding Baht

1,624,715,129. The details of which are as follows:

Page 1 from 21

2.1 Form of specifying the purpose of utilizing capital

Allocated to Number of Share

(share) Ratio

(old : new)

Offering Price (Baht per share)

Subscription and payment

period Note

Existing shareholders of the Company in proportion of their shareholding (Rights Offering)

Not exceeding 1,224,715,129

14 : 3 (or equaling to

4.6667 : 1)

5 Please see Remark No. 1

below.

Please see Remark No. 1

below.

To specific persons under private placement basis

In the number remaining after allocation to the existing shareholders of the Company in proportion of their shareholding

- Please see Remark No. 1

below.


below.


below.

To be reserved for the exercise of warrants to purchase the ordinary shares of the Company to be offered and issued for sale to the directors and employees of the Company and/or its subsidiaries No. 1 (the “ESOP-Warrant-1”)

Not exceeding 50,000,000


below.

ESOP-Warrant-1 to be

allocated at no cost with the

exercise price as detailed in Enclosure No.

2*


below and details as per Enclosure No.

2*.

To be reserved for the exercise of warrants to purchase the ordinary shares of the Company to be offered and issued for sale to the directors and employees of the Company and/or its subsidiaries No. 2 (the “ESOP-Warrant-2”)

Not exceeding 50,000,000


below.

ESOP-Warrant-1 to be

allocated at no cost with the

exercise price as detailed in Enclosure No.

3**


below and details as per Enclosure No.

3**.

* Details of the Warrants to Purchase the Company’s Ordinary Shares to be Issued and Offered for Sale to the Directors and Employees

of the Company and/or its Subsidiaries No. 1 (ESOP-Warrant-1)

** Details of the Warrants to Purchase the Company’s Ordinary Shares to be Issued and Offered for Sale to the Directors and Employees

of the Company and/or its Subsidiaries No. 2 (ESOP-Warrant-2)

Page 2 from 21

Remark No. 1

• The Company will allocate the newly issued ordinary shares in the number of not exceeding 1,224,715,129

shares, with a par value of Baht 1 each, in whole or in part by single or multiple offerings, to the existing

shareholders of the Company in the proportion of their shareholding (Rights Offering) at the ratio of 14 existing

ordinary shares to 3 newly issued ordinary shares (or equaling to 4.6667 existing ordinary shares to 1 newly

issued ordinary share), and any fraction of shares shall be discarded, at the offering price of Baht 5 per

share. The shareholders have the right to subscribe for the newly issued ordinary shares in excess of their

entitlement.

• With respect to the allocation of the newly issued ordinary shares to the existing shareholders in the

proportion of their shareholding (Rights Offering), the shareholders have the right to subscribe for the newly

issued ordinary shares in excess of their entitlement per the ratio specified above (Oversubscription). The

existing shareholders who subscribe for shares in excess of their entitlement will receive an allocation of such

shares only when there are shares remaining after completed allocation to all of the existing shareholders

who subscribe for shares under their entitlement. The rules on oversubscription of newly issued ordinary

shares are as follows:

In the event that the number of remaining newly issued ordinary shares is greater than the number of

oversubscribed shares

The Company will allocate the newly issued ordinary shares to the Company’s existing shareholders who

express their intention to oversubscribe for shares in excess of their entitlement and made the subscription

payment for all newly issued ordinary shares as per the number of shares for which they have expressed

their intention to oversubscribe (the fractions of shares shall be discarded).

In the event that the number of remaining newly issued ordinary shares is less than the number of

oversubscribed shares

(a) Each shareholder who oversubscribes will receive an allocation in the proportion of his/her existing

shareholding (the fractions of shares shall be discarded). The number of the newly issued ordinary

shares to be allocated will not be more than the number of the newly issued ordinary shares subscribed

for and for which subscription payment has been made by each shareholder.

(b) In the event that there are the newly issued ordinary shares remaining after the allocation in (a), they

shall be allocated to each subscriber who oversubscribes and has not received completed allocation

as per the proportion of his/her existing shareholding (the fractions of shares shall be discarded). The

number of the newly issued ordinary shares to be allocated will not be more than the number of the

newly issued ordinary shares subscribed for and for which subscription payment has been made by

Page 3 from 21

each shareholder. The allocation of shares to the oversubscribers in accordance with the means in (b)

shall be carried on until no share remains from the allocation.

• The allocation of oversubscribed newly issued ordinary shares as per the details above in any case shall not

enable any oversubscription shareholders to hold the Company’s shares in an increasing nature reaching or

crossing the point where a tender offer must be made, as prescribed in the Notification of the Capital Market

Supervisory Board No. TorChor. 12/2554 Re: Rules, Conditions and Procedures for the Acquisition of

Securities for Business Takeovers, or in violation of the foreign limit as specified in the Company’s Articles of

Association, which currently allows foreigners to hold no more than 39 percent of all issued shares of the

Company.

• In the case where there are newly issued ordinary shares remaining from the allocation to the existing

shareholders above, the Company will allocate such remaining newly issued ordinary shares to specific

persons under the private placement basis in accordance with the definition prescribed in the Notification of

the Capital Market Supervisory Board No. TorChor. 72/2558 Re: Approval of Offering for Sale of Newly Issue

Shares by Listed Companies to the Specific Persons (the “Notification TorChor. 72/2558”).

• The specific persons under the private placement basis, who shall be allocated with the newly issued

ordinary shares remaining from the allocation to the existing shareholders as aforementioned, must have the

qualification pursuant to one of the criteria as follows:

(a) Being institutional investors in accordance with the definition prescribed in the Notification of the

Securities and Exchange Commission No. KorChor. 17/2551 Re: Determination of Definitions in

Notifications relating to Issuance and Offer for Sale of Securities (the “Notification KorChor. 17/2551”),

such as the asset management companies, etc., or;

(b) Being individual investors or juristic persons that have stable financial positions and can invest in the

Company for medium-term to long-term and must be strategic partners or have the capability to find

a strategic partner or have capability to give advice or business opportunity which will enhance the


The specific persons under the private placement basis must not be connected persons of the Company,

and the Company will consider and examine information of such specific persons who will be offered for sale

of the newly issued ordinary shares with duty of care, as well as to select such persons who have the potential

of actual investment in the Company. The Company will disclose the list of investors who shall be allocated

with the newly issued ordinary shares remaining from the allocation to the existing shareholders above after

the Company has offered for sale of the newly issued ordinary shares to the Company’s existing shareholders

in proportion of their shareholding and the Company’s Board of Directors has considered allocating those

remaining newly issued ordinary shares to the specific persons under the private placement basis.

Page 4 from 21

• The price of the newly issued ordinary shares remaining from the allocation from the existing shareholders to

be offered to the specific persons shall not be less than 90 percent of the market price pursuant to the

Notification TorChor. 72/2558, which is calculated from the weighted-average price of the Company’s shares

trading on the Stock Exchange of Thailand (the “SET”) during the period of at least 7 consecutive business

days but not exceeding 15 consecutive business days prior to the determination date of such offering price.

The Board of Directors’ meeting shall consider and determine as deem appropriate by taking into account

the market situation during such period and for the best interest of the Company.

• The Company’s Board of Directors’ Meeting has passed a resolution to propose to the 2016 Annual General

Meeting of Shareholders to approve to determine the date on which the recorded shareholders are entitled

to subscribe for newly issued ordinary shares in proportion of their shareholding to be on 9 May 2016 and

the date on which the name list of shareholders is compiled under Section 225 of the Securities and Stock

Exchange Act, B.E. 2535 (1992) by closing the share registration book to be on 10 May 2016, provided that

the 2016 Annual General Meeting of Shareholders has passed a resolution approving the increase of the

registered capital and the allocation of newly issued ordinary shares as proposed.

Remark No. 2

• The Company will issue and offer for sale of the ESOP-Warrant-1 in the number of not exceeding 50,000,000

units, whereby the Company will allocate the number of not exceeding 50,000,000 newly issued ordinary

shares, with a par value of Baht 1 each, at the exercise price as follows:

Year of Exercise (from the issue date)

: Exercise Price***

1st Year : -Warrant cannot be exercised.- 2nd Year : Baht 5.00 (calculated at a discount of 7.06 percent of

the weighted-average price of the Company’s ordinary shares trading on the SET for the past 7 consecutive business days prior to the date of the Company’s Board of Directors’ Meeting No. 2/2016, held on 26 February 2016)

3rd Year : Baht 5.50 (being the price at 110 percent of the exercise price of the 2nd year)

4th and 5th Years : Baht 6.05 (being the price at 110 percent of the exercise price of the 3rd year)

***The exercise price is subject to further change pursuant to the conditions of the ESOP-Warrant-1.

Page 5 from 21

To be reserved for the exercise of ESOP-Warrant-1, whereby the Company will allocate the ESOP-Warrant-1

at no cost, at the ratio of 1 unit of the ESOP-Warrant-1 per 1 newly issued ordinary share (except for the case

of adjustment of right pursuant to the conditions of the ESOP-Warrant-1. Details of which are set out in the

Details of the Warrants to Purchase the Company’s Ordinary Shares to be Issued and Offered for Sale to the

Directors and Employees of the Company and/or its Subsidiaries No. 1 (ESOP-Warrant-1) as appeared in

Enclosure 2.

Remark No. 3

• The Company will issue and offer for sale of the ESOP-Warrant-2 in the number of not exceeding 50,000,000

units, whereby the Company will allocate the number of not exceeding 50,000,000 newly issued ordinary

shares, with a par value of Baht 1 each, at the exercise price as follows:

Year of Exercise

(from the issue date) : Exercise Price****

1st Year : -Warrant cannot be exercised.-

2nd Year : Weighted-average price of the Company’s ordinary

shares trading on the SET for the past 15 consecutive

business days prior to the issue date

3rd Year : 110 percent of the exercise price of the 2nd year

4th and 5th Years : 110 percent of the exercise price of the 3rd year

****The exercise price is subject to further change pursuant to the conditions of the ESOP-Warrant-2.

To be reserved for the exercise of ESOP-Warrant-2, whereby the Company will allocate the ESOP-Warrant-2

at no cost, at the ratio of 1 unit of the ESOP-Warrant-2 per 1 newly issued ordinary share (except for the case

of adjustment of right pursuant to the conditions of the ESOP-Warrant-2. Details of which are set out in the

Details of the Warrants to Purchase the Company’s Ordinary Shares to be Issued and Offered for Sale to the

Directors and Employees of the Company and/or its Subsidiaries No. 2 (ESOP-Warrant-2) as appeared in

Enclosure 3.

Page 6 from 21

2.2 Form of General Mandate

Allocated to Number of Share

(share)

Ratio

(old : new)

Offering

Price (Baht

per share)

Subscription

and payment

period

Note

Private Placement Not exceeding

300,000,000

- Please see

Remark No.

4 below.

To be

announced.

Please see

Remark No. 4

below.

Remark No. 4

• The Company will allocate the newly issued ordinary shares in the number of not exceeding 300,000,000

shares to specific persons under the general mandate capital increase by way of a private placement, in

whole or in part by single or multiple offerings.

• The specific persons under the general mandate capital increase by way of a private placement, who shall

be allocated with the newly issued ordinary shares, must have the qualification pursuant to one of the criteria

as follows:

(a) Being institutional investors in accordance with the definition prescribed in the Notification KorChor.

17/2551, such as the asset management companies, etc., or;

(b) Being individual investors or juristic persons that have stable financial positions and can invest in the

Company for medium-term to long-term and must be strategic partners or have the capability to find

a strategic partner or have capability to give advice or business opportunity which will enhance the


The specific persons under the general mandate capital increase by way of a private placement must not be

connected persons of the Company, and the Company will consider and examine information of such specific

persons who will be offered for sale of the newly issued ordinary shares with duty of care, as well as to select

such persons who have the potential of actual investment in the Company. The Company will disclose the

list of investors who shall be allocated with the newly issued ordinary shares after the Company’s Board of

Director has considered allocating those newly issued ordinary shares to the specific persons under the

general mandate capital increase by way of a private placement.

• The offering price of the newly issued ordinary shares to be allocated to the specific persons under the

general mandate capital increase by way of a private placement shall not be less than 90 percent of the

Page 7 from 21

market price pursuant to the Notification TorChor. 72/2558, which is calculated from the weighted-average

price of the Company’s shares trading on the SET during the period of at least 7 consecutive business days

but not exceeding 15 consecutive business days prior to the determination date of such offering price. The

Board of Directors’ meeting shall consider and determine as deem appropriate by taking into account the

market situation during such period and for the best interest of the Company.

• The allocation of the newly issued ordinary shares to the specific persons under the general mandate capital

increase by way of a private placement shall not be more than 10 percent of the paid-up capital as of the

date on which the Company’s Board of Directors has passed a resolution approving the general mandate

capital increase.

The Company’s Board of Directors’ Meeting has passed a resolution approving the authorization of the Board of

Directors or the Managing Director and/or their designated person(s) to have the power in connection with the

allocation of the capital increase ordinary shares in relation to the allocation of the newly issued ordinary shares as

follows:

(1) to consider determining and/or amending details and/or other conditions relating to the allocation and

offering of the newly issued ordinary shares, including to take any necessary actions relating to the

allocation of the remaining the newly issued ordinary shares from the offering to the existing shareholders

in proportion of their shareholding (Rights Offering) to the specific persons under the private placement

basis, such as the number of shares to be offered for sale, the allocation of shares, whether in whole or in

part by single or multiple offerings, the subscription ratio, the subscription period, the range of the period

for calculation of the market price, the subscription methods, the methods and conditions of payment,

including the procedures for allocation of the newly issued ordinary shares to specific persons under the

private placement basis, the elections of specific persons who are entitled to subscribe for the remaining

newly issued ordinary shares from the offering to the existing shareholders in proportion of their

shareholding (Rights Offering) and who shall be offered the newly issued ordinary shares under the general

mandate capital increase by way of a private placement, including other conditions and details related

thereto;

(2) to negotiate, prepare, agree, execute and/or amend any documents and agreements relating thereto,

including to take any necessary and appropriate actions relating to the allocation of the newly issued

ordinary shares, the registration of the capital increase with the Ministry of Commerce, and the listing of

the newly issued ordinary shares on the SET, as well as to contact and submit application and other

Page 8 from 21

documents or evidence to the governmental authorities, the Office of the SEC, the SET and/or other

authorities as necessary and deemed appropriation until its completion and in compliance with the laws;

(3) to appoint any entrusted person(s) to do any act in the item (2) above, including but not limited to, to

consider appointing subscription agent(s) (if any) and/or advisor(s) or agent(s) as necessary for the

allocation of the newly issued ordinary shares, including to execute in any application forms, application

for waiver, notices or any other documents relating to the allocation of the newly issued ordinary shares.

2.3 Company’s action in the case of share fractions

If there are share fractions of shares occurring from the allocation of shares to shareholders, such share

fractions shall be discarded.

3. Determination of the date of the shareholders’ meeting to request for approval of capital increase and allocation

of newly issued ordinary shares

The Board of Directors' Meeting has determined to convene the 2016 Annual General Meeting of Shareholders

on Tuesday, 26 April 2016, at 10.00 a.m. at the Main Conference Room, 39th Floor, Suntowers Building B, No.

123 Vibhavadi-Rangsit Road, Chompon, Chatuchak, Bangkok 10900, whereby the date on which the recorded

shareholders are entitled to attend the shareholders’ meeting to be on 24 March 2016 and the date on which the

name list of shareholders is compiled under Section 225 of the Securities and Stock Exchange Act, B.E. 2535

(1992) by closing the share registration book to be on 25 March 2016.

4. Approval of the capital increase / allocation of newly issued ordinary shares by relevant governmental agency

and condition thereto (if any)

1. The Company is required to apply for registration of the increase of registered capital and paid-up capital

of the Company, and amendment to the Memorandum of Association with the Department of Business

Development, the Ministry of Commerce.

2. The Company is required to apply for approval from the SET to list to following securities on the SET:

(1) newly issued ordinary shares offered for sale to the Company’s existing shareholders in proportion of

their shareholding and to specific persons under the private placement, including to the specific

persons under the general mandate capital increase by way of a private placement; and

(2) newly issued ordinary shares to be reserved for the exercise of the ESOP-Warrant-1 and the ESOP-

Warrant-2.

Page 9 from 21

5. Objectives of the capital increase and plans for utilizing proceeds received from the capital increase

The proceeds received from the capital increase will be utilized as follows:

Objective of the capital increase

Estimated proceeds received

from the capital increase

(Baht million)

Estimated timing for

utilizing proceeds received

from the capital increase

1. For repayment of bank loan 3,000 Within 2016

2. For additional capital for investment in

business expansions*****

Remaining proceeds

received from the capital

increase after the repayment

of bank loan

Within 2017

***** Investment in business expansions of the Company includes investment in the development of projects and investment in

the acquisition of business and/or assets, such as business of real estate for sale, hotels, shopping centers, office buildings

for rent, and factories and warehouses for rent. The Company will consider the investment as appropriate whereby such

investment must receive sufficient return and enhance long-term value to the Company and to the shareholders.

However, the amount of the proceeds received from the capital increase and the timing for utilizing proceeds

received from the capital increase are based on preliminary estimation and subject to actual proceeds that the

Company will receive from the capital increase.

6. Benefits the Company will receive from the capital increase / allocation of newly issued ordinary shares

The proceeds received from the capital increase will reduce liabilities, increase liquidity and strengthen the

financial structure, which will enhance the capacity of the Company to conduct its business. In addition, the

Company will use the proceeds to facilitate the investments of the Company in the future which will expand the

Company's business and add value for the shareholders in a long run.

7. Benefits that the shareholders will receive from the capital increase / allocation of newly issued ordinary shares

7.1 Dividend policy

The Company has a policy to pay out not less than 4 0 percent of the profit after corporate income tax,

legal reserve, and other provisions. The dividend policy is subject to changes in accordance with the

operating performance, financial position, liquidity, necessity of investment, cash flow for the additional

investment, expanding the business, terms and conditions as prescribed in the loan agreement, and other

Page 10 from 21

factors relating to the business operations, as the directors or shareholders deem necessary and

appropriate.

7.2 Subscribers to newly issued ordinary shares for this capital increase will be entitled to receive dividend

from the Company's business operations

Subscribers to and/or persons who are allocated with newly issued ordinary shares issued for this capital

increase will be entitled to receive dividend from the Company’s business operations starting from when

the subscribers and/or or persons who are allocated with newly issued ordinary shares and registered as

the shareholders in the share registration book according to the list of shareholders as submitted for

registration with the Ministry of Commerce.

7.3 Subscribers who exercise the ESOP Warrant will be entitled to receive dividend from the Company's

business operations

Newly issued ordinary shares issued to be reserved for the exercise of the ESOP-Warrant-1 and the ESOP-

Warrant-2 will have the same status as other newly issued ordinary shares of the Company which will

entitle to receive dividend from the exercise date, and to list as the shareholders’ name in the share

registration book of the Company according to the list of shareholders as submitted for registration with

the Ministry of Commerce.

8. Other supporting details necessary for shareholders to approve the capital increase / allocation of newly issued

ordinary shares

In compliance with the Notification of the Capital Market Supervisory Board No. TorChor. 73/2558 Re: List of

Information Disclosed in the Notice of the Meeting of Shareholders of Listed Company to Ask for Approval of

Issuance and Offering of Securities, the Company would like to further clarify information regarding the allocation

of newly issued ordinary shares of the Company as follows:

(1) Details of the offering

Please consider information as detailed in Agenda 14 of the invitation letter, pages 15-19 and the Capital

Increase Report Form (F 53-4).

(2) Objectives of the issuance of the shares and plan for the utilization of funds

According to the Company’s business expansion plan which focuses on real estate development projects

along with the investment by acquisition of businesses and/or properties which are currently in operation, and the

other source of funds by bank loan, the Company is necessary for utilizing the source of funds from the capital

increase in order for the Company to continue its growth with stable financial status. Therefore, the Company has

Page 11 from 21

significantly considered that the capital increase by issuance and offering of the newly issued shares to the existing

shareholders in proportion of their shareholding (Rights Offering) so that the Company’s shareholders will take

participation in the Company’s growth. And to mobilize other sources of funds in the case that the proceeds from

the issuance and offering of the newly issued shares to the existing shareholders in proportion of their shareholding

(Rights Offering) are not sufficient, or in the case that the additional funding is needed in the future, the Company

has also considered to increase its capital by offering the newly issued shares to specific persons under the

general mandate capital increase by way of a private placement (General Mandate).

(a) Proceeds received from the capital increase to be utilized pursuant to the plan for the utilization of funds

and/or by investment in the business having characteristics as follows:

Objective of the capital increase 1 Operating by

Estimated proceeds to be utilized 2

(Baht million)

Estimated timing for utilizing proceeds

Project progress and expected schedule

1. For repayment of short term bank loan (maturity of not exceeding 1 year term)

The Company and

its subsidiaries

3,000 By June 2016 The Company will implement after receiving the proceeds from the capital increase.

2. As funding for additional investment for business expansion pursuant to the business plan consisting of

3,100 * The Company is under negotiation or conducting due diligence on accounting, taxation and laws, etc. Thus, it is unable to specify project period for business expansion as prescribed in this table.

2.1 For land purchase for condominium projects in inner-city Bangkok area ***

1,100 * By 2017

2 . 1 . 1 For a project in the central business district (CBD) ***

The Company and/or


200 *,** By 2017



300 *,** By 2017



600 *,** By 2017

2.2 For acquisition of businesses and/or properties of hotel business having tourism locations in East Europe such as the United Kingdom, France, Spain and/or Italy ***

99.99% subsidiaries of the Company

2,000 * By 2016

Page 12 from 21

Remarks

1. The Board of Directors has considered and examined information, conditions and other details relating to the

capital increase, such as number of offering shares, offering and allocation methods, including objectives of

capital increase and utilization of the proceeds from the capital increase as per the details specified in the table

above, and has scrutinized reasons and necessity of the capital increase by performing its duty with loyalty

and due care, and making a decision with by taking into account the best interest of the Company and

preserving right and justification of the Company’s shareholders. The Board of Directors; therefore, viewed that

the capital increase and the allocation of newly issued ordinary shares as per the details proposed are

reasonable and worth for investment to the Company and shareholders in long term.

2. The proceeds from the capital increase to be utilized is an estimation and uncertain, and may be changed

subject to the actual amount of the capital increase raised.

* The proceeds from the capital increase to be utilized for business expansion of the Company pursuant to the

business plan as mentioned above are estimation from equity side in which the Company will utilize for each

project. The Company will also find other sources of funds for such additional investment.

** The proceeds from the capital increase to be utilized for land purchase for condominium projects only are

estimation from equity side in which the Company will utilize for land purchase but exclude the equity side in

which it is required for project development which the Company will also find other sources of funds for such

additional investment.

*** The business plan is not definite due to the actual amount of the capital increase raised in the future, successful

negotiation, results of due diligence investigation on accounting, taxation and laws, etc., including decisions of

the Board of Directors and/or the shareholders’ meeting of the Company pursuant to the entering into an

acquisition of assets in accordance with the Notification of the Capital Market Supervisory Board No. TorChor.

20/2551 Re: Rules on Entering into Material Transactions Deemed as Acquisition or Disposal of Assets, and

the Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and

Other Acts of Listed Companies Concerning the Acquisition or Disposition of Assets B.E. 2547 (2004). After

consideration of such factors, the Company may not invest such projects. Nonetheless, the Company may

invest each project as appropriate, whereby such investment must give sufficient return and add value to the

Company and its shareholders in the long run. The Company may invest in other types of real estate business

and/or other properties which have sufficient return and moderate risks, such as shopping centers and/or local

office buildings for rent, and local factories and warehouses for rent and/or other local residential real estate

types, etc. subject to business opportunities and long term benefits to the Company.

Page 13 from 21

(b) Profitability of investment and payback period

The business expansion as specified in the table above will increase revenue and profit of the Company. For

the acquisition of businesses and/or properties of hotel business having tourism locations in Europe under the item

no. 2.2 of the table above, it will generate income to the Company from the investment date since such businesses

and/or properties to be acquired are currently in operation. The Company estimates that these projects will increase

the Company’s revenue of approximately Baht 700 million per year with revenue growth of approximately 3 percent

per annum. For revenue entry, the Company will be able to recognize it as revenue after the Company invests in

such projects which is yet uncertain since the projects are under negotiation with the sellers and during the due

diligence investigation of accounting, taxation and laws, etc.

For the land purchase for condominium projects in inner-city Bangkok area according to the item no. 2.1 of

the table above, the Company expects that it can recognize the total value of the projects of approximately Baht

10,000 million. However, since the projects consume development time which includes for designing obtaining for

permits from governmental authorities and construction, and if the Company is able to purchase such land by the

year 2016, the Company expects that it will be able to recognize the revenue by years 2019 – 2021 depending on

future project development plan.

Furthermore, the additional investment will result in business expansion for the group of the Company and

diversification of business risks and products of the group of the Company to be served to increase of customers

demand. These will affect to the Company’s growth and enhance the Company’s value to the shareholders in long

term.

(c) Project risks and expected impact in case of project’s failure

− Project risks

For the land purchase for condominium projects in inner-city Bangkok area according to the item no.

2.1 of the table above, the Company will encounter a risk from normal operations which include from construction,

compliance with rules and regulations, competition and uncertainty of economic and political status.

For the acquisition of businesses and/or properties of hotel business having tourism locations in

Europe under the item no. 2.2 of the table above, apart from the risks arisen from the normal operations, the

Company may be at risk which will be occurred from competition, uncertainty of economic and political in the

country where the hotels locate, and unexpected situations such as, terrorism and riots. In addition, the Company

may have risks from merger and acquisition, finding sources of funds, increase of finance costs and/or problems

or disputes from the merger and acquisition. Nonetheless, the Company has duly laid-out procedures for

consideration and analysis of the target companies, and engaged advisory companies to suggest related matters

Page 14 from 21

on the merger and acquisition and to perform due diligence investigation of the target companies to analyze risks

in various aspects relating to laws, rules and regulations obedience, financing, accounting and taxation, as well as

to analyze operating results and future growth potential in order to ensure that the merger and acquisition will be

accomplished as planned. In addition, the Company may have a risk from the fluctuation of foreign currency

exchange rate. In any event, the Company has defined policies and guidelines of risk management and entered

into a foreign currency forward contract and used other appropriate finance tools to manage and stabilize risks

exposed from fluctuation of foreign currency exchange rate.

− Expected impact in case of project’s failure

If the plan for utilization of the proceeds received from the capital increase as specified in the table

above does not accomplished, whether in whole or in part, the Company may utilize the proceeds from the capital

increase by investment in other projects, by investment in other types of real estate business and/or other properties

which have sufficient return and moderate risks, such as shopping centers and/or local office buildings for rent, and

local factories and warehouses for rent and/or other local residential real estate types, etc. subject to business

opportunities and long term benefits to the Company. In the case that the Company is unable to invest in the projects

specified in the table above and no project can be found to replace, the Company will consider utilizing the

proceeds received from the capital increase for additional repayment of bank loan, both short term and long term

in order to reduce interest burden. In any event, such action may diversely impact to the Company’s growth in

revenue and profit, as well as to the earnings per share (EPS).

(3) Effect on the shareholders from the issuance and offering of the newly-issued shares

(a) Effect on control dilution (Control Dilution)

− Following the issuance and offering of the newly issued ordinary shares to the existing shareholders

in proportion of their shareholding (Rights Offering) :

Following the issuance and offering of the newly issued ordinary shares to the existing shareholders

in proportion of their shareholding (Rights Offering), in the event that all existing shareholders subscribe for the

newly issued ordinary shares in proportion of their shareholding, this will not affect the profit sharing or the voting

right of the existing shareholders. In the event that none of the existing shareholders subscribes for the newly issued

ordinary shares and the Company does not offer for sale of such newly issued shares to specific persons under the

private placement basis, the Company will decrease its registered capital by cancelling the unsubscribed newly

issued ordinary shares remaining from the offering. This will not affect the number of issued shares nor dilute the

profit sharing or the voting right of the existing shareholders.

Page 15 from 21

Nonetheless, in the event that none of the existing shareholders subscribes for the newly issued

ordinary shares but the Company offers such shares to the specific persons under the private placement basis, this

will affect the profit sharing or the voting right of the existing shareholders (Control Dilution) by decreasing at the

rate of 17.65 percent of the profit sharing or the voting right of the existing shareholders, which is calculated from

the number of newly issued ordinary shares offered at this time, divided by the sum of (1) the total number of issued

shares and (2) the number of newly issued ordinary shares offered at this time, whereby the total number of the

issued shares of the Company is equal to 5,715,337,268 shares.

− Following the issuance and offering of the newly issued ordinary shares to the specific persons under

the general mandate capital increase by way of a private placement :

Following the issuance and offering of the newly issued ordinary shares to the specific persons under

the general mandate capital increase by way of a private placement, this will affect the profit sharing or the voting

right of the existing shareholders (Control Dilution) by decreasing at the rate of 4.99 percent of the profit sharing or

the voting right of the existing shareholders, which is calculated from the number of newly issued ordinary shares

offered at this time, divided by the sum of (1) the total number of issued shares and (2) the number of newly issued

ordinary shares offered at this time.


Following the issuance and offering for sale of the ESOP-Warrant-1, in the event that all of 50,000,000

units have been exercised to purchase newly issued ordinary shares under the ESOP-Warrant-1 by non-existing

shareholders of the Company, this will result in a decrease in the profit sharing or the voting right of the existing

shareholders (Control Dilution) at the rate of 0.87 percent of the profit sharing or the voting right of the existing

shareholders, which is calculated from the number of newly issued ordinary shares issued to be reserved for the

offering of the ESOP-Warrant-1 at this time, divided by the sum of (1) the total number of issued shares and (2) the

number of newly issued ordinary shares issued to be reserved for the offering of the ESOP-Warrant-1 at this time.



units have been exercised to purchase newly issued ordinary shares under the ESOP-Warrant-2 by non-existing

shareholders of the Company, this will result in a decrease in the profit sharing or the voting right of the existing

shareholders (Control Dilution) at the rate of 0.87 percent of the profit sharing or the voting right of the existing

shareholders. This is calculated from the number of newly issued ordinary shares issued to be reserved for the

offering of the ESOP-Warrant-2 at this time, divided by the sum of (1) the total number of issued shares and (2) the

number of newly issued ordinary shares issued to be reserved for the offering of the ESOP-Warrant-2 at this time.

Page 16 from 21

(b) Effect on Price Dilution (Price Dilution)

− Following the issuance and offering of the newly issued ordinary shares to the existing shareholders

in proportion of their shareholding (Rights Offering) :

Following the issuance and offering of the newly issued ordinary shares to the existing shareholders

in proportion of their shareholding (Rights Offering), this will affect the price dilution of the Company’s shares by

decreasing at the rate of 1.25 percent of the market price. (The market price is at Baht 5.38 per share, calculated

from the weighted-average price of the Company’s ordinary shares trading on the SET for the past 7 consecutive

business days prior to the date of the Company’s Board of Directors’ Meeting No. 2/2016, held on 26 February

2016.)

− Following the issuance and offering of the newly issued ordinary shares to the specific persons under

the general mandate capital increase by way of a private placement :

Following the issuance and offering of the newly issued ordinary shares to the specific persons under

the general mandate capital increase by way of a private placement, this will affect the price dilution of the

Company’s shares by decreasing at the rate of 0.56 percent if the offering price is at 90 percent of the market price.

(The market price is at Baht 5.38 per share, calculated from the weighted-average price of the Company’s ordinary

shares trading on the SET for the past 7 consecutive business days prior to the date of the Company’s Board of

Directors’ Meeting No. 2/2016, held on 26 February 2016.)



units of the ESOP-Warrant-1 have been exercised, this will not affect the price per share of the Company since the

weighted-average exercise price from the exercise price of each year equals Baht 5.52 per share, which is higher

than the market price. (The market price is at Baht 5.38 per share, calculated from the weighted-average price of

the Company’s ordinary shares trading on the SET for the past 7 consecutive business days prior to the date of the

Company’s Board of Directors’ Meeting No. 2/2016, held on 26 February 2016.)



units of the ESOP-Warrant-2 have been exercised to purchase newly issued ordinary shares of which the exercise

price is the weighted-average price of the Company’s ordinary shares trading on the SET for the past 15 consecutive

business days prior to the issuing date of the ESOP-Warrant-2, this will not affect the market price of share since

the exercise price to purchase ordinary shares at this time does not have any discount from the market price.

Page 17 from 21

(c) Worthiness of shareholders comparing to the control dilution

The issuance and offering for sale of the capital increase shares this time will be a source of funds for

project investment for the Company’s business expansion in the future which will enhance the Company’s revenues

and projects. In addition, the utilization of such source of funds for repayment of bank loan will reduce the

Company’s liabilities and interest incurred from such loan. These will increase liquidity and strengthen the

Company’s financial structure. However, the existing shareholders may be affected from a short term earnings

dilution from the capital increase. Nonetheless, for long term, this capital increase will enhance the capacity of the

Company to conduct its business, increase the Company’s growth in revenues and profits, and add value for the

shareholders in the long run.

9. Schedule of actions in the event that the Company’s Board of Directors passes a resolution approving the

capital increase / allocation of newly issued ordinary shares

No. Procedure for the capital increase Date/Month/Year

1. Board of Directors’ Meeting No. 2/2016 26 February 2016

2. The date on which the recorded shareholders are entitled to

attend the 2016 Annual General Meeting of Shareholders

(Record Date)

24 March 2016

3. The date on which the name list of shareholders is compiled

under Section 225 of the Securities and Stock Exchange Act,

B.E. 2535 (1992) by closing the share registration book to

attend the 2016 Annual General Meeting of Shareholders

25 March 2016

4. The 2016 Annual General Meeting of Shareholders 26 April 2016

5. The date on which the recorded shareholders are entitled to

subscribe for the newly issued ordinary shares in proportion of

their shareholding (Record Date)

9 May 2016

6. The date on which the name list of shareholders is compiled

under Section 225 of the Securities and Stock Exchange Act,

B.E. 2535 (1992) by closing the share registration book to

subscribe for the newly issued ordinary shares in proportion of

their shareholding

10 May 2016

Page 18 from 21

No. Procedure for the capital increase Date/Month/Year

7. Subscription and payment period for newly issued ordinary

shares of existing shareholders (5 business days)

To be announced later.

8. Registration of the increase of registered capital with the

Ministry of Commerce

Within 14 days as of the

date of the shareholders

meeting’s resolution

approving the capital

increase

10. Opinions of the Board of Director regarding the capital increase / allocation of newly issued ordinary shares

10.1 Appropriateness of offering price of newly issued ordinary shares and source of determination of such

offering price

1. The Board of Directors has considered the above details regarding the issuance and offering of the

newly issued ordinary shares to the Company’s existing shareholders in proportion of their shareholding (Rights

Offering), and agreed with such details, such as number of offering shares, offering and allocation methods,

objectives of capital increase, and utilization of the proceeds from the capital increase, etc. Additionally, the Board

of Directors has viewed that the offering price which is Baht 5 per share is reasonable since it is close to the market

price which will result in the price dilution of the Company’s shares to decrease by 1.25 percent, referring the market

price (which equals Baht 5.38 per share calculated from the weighted-average price of the Company’s ordinary

shares trading on the SET for the past 7 consecutive business days prior to the date of the Company’s Board of

Directors’ meeting No. 2/2016, held on 26 February 2016).

2. As for the details regarding the offering for sale of the newly issued ordinary shares remaining from

the allocation of such shares to the Company’s existing shareholders to specific persons under the private

placement basis and the offering of newly issued ordinary shares to specific persons under the general mandate

capital increase by way of a private placement (General Mandate), the Board of Directors is of its opinion that is

appropriate by considering the relevant conditions and details by taking into account the best and fair interest to

the Company, and agreed with the details, such as number of offering shares, offering and allocation methods,

objectives of capital increase, utilization of the proceeds from the capital increase and qualifications of specific

persons to be allocated the newly issued ordinary shares, etc. Furthermore, the Board of Directors has viewed that

the offering price is reasonable as it is referred to the market price which is not less than 90 percent of the market

price calculated from the weighted-average price of the Company’s shares trading on the SET during the period of

Page 19 from 21

at least 7 consecutive business days but not exceeding 15 consecutive business days prior to the determination

date of such offering price. In this regard, the Board of Directors will consider and examine information of such

specific persons who will be offered for sale of the newly issued ordinary shares with due care, as well as to select

such persons who have the potential of actual investment in the Company. The Board of Directors will ensure that

the defined objectives, offering price and conditions will be for the best interest of the Company by preserving right

and justification of the Company’s shareholders.

10.2 Reasons and necessity of the capital increase

The Company will utilize the proceeds from the capital increase for repayment of bank loan which will

be due in the future and reserve the remaining proceeds received from the capital increase after the repayment of

bank loan for investment in business expansions of the Company. The Board of Directors has considered details of

business plan and plan for capital increase, and viewed that this capital increase is necessary and appropriate

since the proceeds from the capital increase will reduce liabilities, increase liquidity and strengthen the financial

structure, which will enhance the capacity of the Company to conduct its business. In addition, the Company will

use the proceeds to facilitate the investments of the Company in the future which will expand the Company's

business and add value for the shareholders in a long run.

10.3 Possibility of the plan for utilization of the proceeds from the share offering

- Possibility of utilization of the proceeds for repayment of bank loan

Possibility of utilization of the proceeds for repayment of bank loan has specifically planned since

the Company has short-term bank loan which can be repaid without pre-payment fee. Such repayment will reduce

debt and incurred interest of the Company which will increase liquidity and strengthen of Company’s financial

structure.

- Possibility of utilization of the proceeds for investment in Company’s business expansions

The Company has planned to utilize partial of the proceeds from the capital increase for investment

in business expansions of the Company which will enhance the Company’s growth and profits. The investment by

the Company will includes development of various projects and acquisition of business and/or assets, such as

business of real estate for sale, hotels, shopping centers, office buildings for rent, and factories and warehouses

for rent. The Company will consider the investment as appropriate whereby such investment must receive sufficient

return and enhance long-term value to the Company and to the shareholders. However, the amount of the proceeds

received from the capital increase and the timing for utilizing such proceeds are not certain subject to possibilities

of investment and selections of suitable projects to be invested.

Page 20 from 21

The Company may consider appropriate the proceeds for utilization according to actual proceeds

that the Company will receive from the capital increase.

10.4 Reasonability of the capital increase and the plan for utilization of the proceeds from the share offering

The utilization plan of the proceeds from the capital increase is reasonable since the proceeds will

reduce liabilities, increase liquidity and strengthen the financial structure, which will enhance the capacity of the

Company to conduct its business. In addition, the Company will use the proceeds to facilitate the investments of

the Company in the future which will expand the Company's business and add value for the shareholders in a long

run.

10.5 Impacts to be expected to the Company’s business operation, financial status and operating results due

to the capital increase and the operations pursuant to the plan for utilization of the proceeds

To follow the capital increase and utilization plans, the expenses incurred from the interest will be

reduced and it will increase the Company’s liquidity and strengthen the Company’s financial structure due to the

decreased liabilities, which will enhance the capacity of the Company to conduct its business. In addition, the

Company will have possibilities for enhancement of revenues and profits from investment in various projects in the

future will add good value for the shareholders in a long run.

In the event that any Company’s director does not perform his duty with loyalty and due care to preserve

the Company’s interests regarding this capital increase this time and such omission causes damage to the

Company, a shareholder may bring an action to claim compensation against such director on behalf of the Company

pursuant to the Section 85 of the Public Limited Companies Act B.E. 2535 (1992), and if such omission causes such

director or any related person(s) to obtain undue benefits, a shareholder may be entitled to bring an action against

such director for disgorgement of such benefits on behalf of the Company pursuant to the Section 89/18 of the

Securities and Exchange Act B.E. 2535 (1992).

The Company hereby certifies that the information contained in this form is true and correct in all respects.

Please be informed accordingly.

Sincerely yours,


-//-

(Mr. Naris Cheyklin)

Chief Executive Officer

Page 21 from 21

Evidence of Meeting Eligibility

The following documents must be presented to register prior to attending the meeting (as the case may be) 1. A shareholder who is a natural person:

1.1 In case of attendance in person An original of the valid ID document with a photo, issued by a governmental authority, e.g. citizen ID

card, driver license or passport. 1.2 In case of attendance by proxy:

(a) A duly completed Proxy Form attached to the invitation letter, signed by the shareholder as the grantor and the proxy;

(b) A copy of the shareholder’s ID document as described in Item 1.1 above, certified true and correct by the shareholder; and

(c) An original of the valid ID document of the proxy with a photo, issued by a governmental authority, as described in Item 1.1, together with a copy certified true and correct by the proxy.

2. A shareholder who is a juristic person: 2.1 In case of attendance by authorized representative(s) of the shareholder:

(a) An original of the valid ID document of the authorized representative(s) as described in Item 1.1 above, together with a copy certified true and correct by such authorized representative(s); and

(b) A copy of the Affidavit or Certificate of Incorporation of the shareholder showing the name of such authorized representative(s) as person(s) having authority to act on the shareholder’s behalf. Such copy must be certified true and correct by the authorized representative(s), together with affixing the company’s seal (if any).

2.2 In case of attendance by proxy: (a) A duly completed Proxy Form attached to the invitation letter, signed by the shareholder and the

proxy; (b) A copy of the Affidavit or Certificate of Incorporation of the shareholder showing the name of the

authorized representative(s) as person(s) having authority to act on the shareholder’s behalf. Such copy must be certified true and correct by the authorized representative(s), together with affixing the company’s seal (if any);

(c) A copy of the valid ID document of the authorized representative(s) with a photo, issued by a governmental authority, as described in Item 1.1, certified true and correct by the authorized representative(s); and

(d) An original of the valid ID document of the proxy with a photo, issued by a governmental authority, as described in Item 1.1, together with a copy certified true and correct by the proxy.

3. A shareholder who is non-Thai shareholder or is a juristic person incorporated under a foreign law: Items 1. and 2. shall be applied mutatis mutandis to a non-Thai shareholder or a shareholder who is juristic person incorporated under a foreign law as the case may be under the following conditions:

Enclosure 8

(a) Affidavit or Certificate of Incorporation of such juristic person may be issued by either the governmental authority of the country where such juristic person is situated or by an officer of such juristic person, provided that such Affidavit or Certificate of Incorporation must contain the name of the juristic person, the name of the authorized representative(s) of such juristic person and conditions, restrictions and authority relating to the signing or attending the meeting, including the address of the head office of the juristic person; and

(b) English translation is required to be attached for any original document which is not made in English and such translation must be certified by the authorized representative(s) of such juristic person, together with affixing the company’s seal (if any).

Remark In the event that a shareholder wishes to grant proxy to an independent director, as listed in Enclosure 9, please deliver the documents as described in Items 1.2 (a)-(b) or 2.2 (a)-(b) (as the case may be) to the Company by Wednesday, 20 April 2016 in order to register in advance, to the following address: Singha Estate Public Company Limited, 968 U Chu Liang Building, 20 th Floor, Rama 4 Road, Silom, Bangrak, Bangkok 10500, Thailand.

List of the Independent Directors Proposed by the Company to Serve as a Proxy for Shareholders

1. Ms. Napaporn Landy Independent Director / Chairman of the Audit Committee / Chairman of the Risk Management Committee Age: 64 Years Old Address: Singha Estate Public Company Limited

968 U Chu Liang Building, 20th Floor, Rama 4 Road, Silom, Bangrak, Bangkok 10500 Thailand

Conflict of Interest: Agenda 6 To consider and approve the 2016 remuneration for the Company’s directors

2. Mr. Karoon Nuntileepong Independent Director / Member of the Audit Committee / Member of the Nomination and Remuneration Committee Age: 56 Years Old Address: Singha Estate Public Company Limited


Conflict of Interest: Agenda 5 To consider and approve the appointment of directors who retire by rotation of

the year 2016 Agenda 6 To consider and approve the 2016 remuneration for the Company’s directors

3. Mr. Thana Thienachariya Independent Director / Member of the Audit Committee Age: 47 Years Old Address: Singha Estate Public Company Limited



4. Assistant Professor Thanavath Phonvichai, Ph.D. Independent Director / Member of the Nomination and Remuneration Committee Age: 51 Years Old Address: Singha Estate Public Company Limited



Enclosure 9

1

The Company's Articles of Association relating to Shareholder's Meeting

Chapter 4 Shareholders Meetings

Article 35 The shareholders meeting shall be held at the locality where the Company’s head office is located, or in a neighboring province, or at any other venue as fixed by the Board of Directors.

Article 36 The shareholders meeting shall be held at least once (1) every year and shall be called a "general meeting." The general meeting shall be held within four (4) months from the end of the fiscal year of the Company.

Any other shareholders meeting shall be called an "extraordinary general meeting."

The Board of Directors may summon an extraordinary general meeting of shareholders at any time as deemed appropriate. Moreover, shareholders holding shares in aggregate of not less than one-fifth (1/5) of the total number of shares sold or shareholders numbering not less than twenty-five (25) persons holding shares in aggregate not less than one-tenth (1/10) of the total number of shares sold, may at any time submit their names and request the Board of Directors in writing to call for an extraordinary general meeting, provided that the reasons for the request to call such meeting shall be clearly stated in the said written request. In such an event, the Board of Directors shall proceed to call a shareholders meeting to be held within one (1) month from the date of the receipt of such request from the said shareholders.

Article 37 To convene a shareholders meeting, the Board of Directors shall prepare a notice of invitation, indicating the place, date, time and agenda items, including matters to be proposed to the meeting and appropriate details. The notice shall clearly indicate whether the matters, along with relevant opinion of the Board of Directors, are proposed to the meeting for acknowledgement, for approval or for consideration. The notice of invitation shall be delivered to shareholders and the registrar no less than seven (7) days prior to the date of the meeting, and shall be published in a newspaper for no less than three (3) consecutive days and no less three (3) days prior to the date of the meeting.

Article 38 At a shareholders meeting, there shall be not less than twenty five (25) shareholders and proxies (if any) attending the meeting or not less than one-half (1/2) of the total number of shareholders, and such shareholders shall hold shares amounting to not less than one-third (1/3) of the total number of shares sold, whereby a quorum would then be constituted.

At any shareholders meeting, if one (1) hour has passed from the time specified for the meeting and the number of shareholders attending the meeting is still inadequate for a quorum as prescribed, and if such shareholders meeting was called as a result of a request of the

Enclosure 10

2

shareholders, the meeting shall be cancelled. If the meeting was not called as a result of a request of the shareholders, a new meeting shall be called for and the notice calling for such meeting shall be dispatched to shareholders not less than seven (7) days prior to the date of the meeting. At the subsequent meeting, a quorum is not required.

Article 39 At any shareholders meeting, shareholders may give a proxy to other persons to attend the meeting and vote on their behalf. The proxy shall be made in writing as prescribed by the public limited company registrar, and signed by the proxy granter. The proxy shall be submitted to the chairman or the person determined by the chairman at the place of the meeting before the proxy attends the meeting. The proxy form shall at least include the following particulars: (a) number of shares held by the proxy granter; (b) name of the proxy; (c) serial number of meeting which the proxy has been authorized to attend and vote at.

Article 40 The shareholders meeting shall proceed in accordance with the order of agenda items prescribed in the notice of invitation, unless the meeting resolves to change the order of agenda items by a vote of no less than two-thirds (2/3) of the shareholders attending the meeting.

Once the meeting has finished consideration of matters in accordance with the agenda prescribed in the notice of invitation, shareholders holding in aggregate not less than one-third (1/3) of the total number of sold shares may request that the meeting consider other matters than those prescribed in the notice of invitation.

Where consideration of matters following the order of agenda items determined in the notice of invitation are not finished, and it is necessary to adjourn the meeting, the meeting shall determine the place, date and time for the subsequent meeting. The Board of Directors shall then submit to shareholders the notice of invitation to such meeting, indicating the place, date, time and agenda items, no less than seven (7) days prior to the date of the meeting. Such notice of invitation shall be published in a newspaper for no less than three (3) consecutive days and no less three (3) days prior to the date of the meeting.

Article 41 The chairman of the Board of Directors shall be the chairman of the meeting. In case of absence of the chairman, or if the chairman is incapable of performing his or her duties, the vice-chairman, if any, shall preside over the meeting. If there is no vice-chairman, or if the vice-chairman is absent or incapable of performing his or her duties, shareholders present at the meeting shall elect one among themselves to preside over the meeting.

3

Article 42 At a shareholders meeting, each shareholder shall have one (1) vote per one (1) share.

Any shareholders who have a special interest in any matter shall not be entitled to vote on such matter, except in the case of a vote on election of directors.

Article 43 To vote at a shareholders meeting, one (1) share shall carry one (1) vote. Resolutions of shareholders meetings shall be passed by the following votes: (1) In an ordinary event, resolutions of the meeting shall be passed by the majority votes of

shareholders who are present at the meeting and entitled to vote. In case of a tie, the chairman of the meeting shall cast one extra vote to reach a final decision.

(2) In the following cases, resolutions of the meeting shall be passed by a vote of no less than three-fourths (3/4) of the total number of votes of shareholders who are present at the meeting and are entitled to vote: a. sale or transfer of the entire business of the Company or a material part thereof to

other persons; b. purchase or acceptance of business transfer of another company or a public limited

company to the Company; c. entering into, amendment or termination of agreements relating to the lease of the

entire business of the Company or a material part thereof; d. authorization of other persons to manage the business of the Company; e. consolidation of business with other persons with the aim to share profit and loss; f. amendment to Memorandum of Association or Articles of Association of the

Company; g. capital increase or decrease, or issuance of debentures; and h. amalgamation or dissolution.

Article 44. Business to be transacted at an annual general meeting shall be the following: (1) to consider the report of the Board of Directors proposed to the meeting on performance

of the Company in the preceding year; (2) to consider and approve balance sheets; (3) to consider allocation of profits; (4) to elect directors to replace those who retire by rotation; (5) to appoint auditors and determine audit fees; and (6) other business.

Shuttle-vans will be provided for transportation between BTS – Mo Chit Station and Suntowers

Building during 7.30 am. – 1.00 pm. or until the meeting is adjourned.

Enclosure 11

บรษท สงห เอสเตท จากด (มหาชน) SINGHA ESTATE PUBLIC COMPANY LIMITED

เลขทะเบยนผ ถอหน Shareholder’s Registration No.

ขาพเจา สญชาต I/We Nationality อยบานเลขท Residing at

เปนผ ถอหนของ บรษท สงห เอสเตท จากด (มหาชน) Being a shareholder of Singha Estate Public Company Limited

โดยถอหนจานวนทงสนรวม หน Holding the total amount of shares

หนสามญ หน Ordinary share shares

สงทสงมาดวย 12 Enclosure 12

แบบฟอรมการลงทะเบยน

Registration Form

การประชมสามญผ ถอหน ประจาป 2559 The 2016 Annual General Meeting of Shareholders

บรษท สงห เอสเตท จากด (มหาชน) Singha Estate Public Company Limited

วนองคารท 26 เมษายน 2559 เวลา 10.00 น. Tuesday, 26 April 2016, at 10.00 a.m.

หองประชมใหญ ชน 39 อาคารซนทาวเวอรส บ เลขท 123 ถนนวภาวดรงสต แขวงจอมพล เขตจตจกร กรงเทพฯ 10900

The Main Conference Room, 39th Floor, Suntowers Building B, No. 123 Vibhavadi-Rangsit Road, Chompon, Chatuchak, Bangkok 10900

ขาพเจา ......................................................................................................................... เปนผ ถอหน หรอผ รบมอบฉนทะของผ ถอหน I/We being a shareholder or proxy holder of บรษท สงห เอสเตท จากด (มหาชน) หมายเลขบตรประจาตวประชาชน ........................................................... Singha Estate Public Company Limited, having the identification card number ไดมาเขารวมการประชมดงกลาวขางตน attend the above mentioned meeting.

ลงชอ .............................................................. ผ เขาประชม Signed Meeting Attendant (…………………………………..……….)

เพอความสะดวกและรวดเรวในการลงทะเบยน ผถอหนทเขาประชมดวยตนเอง หรอ ผรบมอบฉนทะ โปรดนาแบบฟอรมการลงทะเบยนฉบบนมาแสดงในวนประชมดวย

For your convenience, the shareholder who will attend the meeting in person or the proxy holder is required to present this Registration Form on the meeting day.

หนงสอมอบฉนทะ แบบ ก. Proxy Form A.

เลขทะเบยนผถอหน เขยนท ____ Shareholder Registration No. Written at

วนท _เดอน พ.ศ. _______ ___ Date Month Year

1 ขาพเจา ______________________________________________________________ I/We อยบานเลขท _________________________________________________________ สญชาต ____________________________________________ Residing at Nationality 2 เปนผถอหนของบรษท สงห เอสเตท จากด (มหาชน) Being a shareholder of Singha Estate Public Company Limited โดยถอหนจานวนทงสนรวม หน และออกเสยงลงคะแนนไดเทากบ เสยง ดงน Holding the total number of shares, and having the right to vote equal to votes as follows: □ หนสามญ หน ออกเสยงลงคะแนนไดเทากบ เสยง Ordinary share shares, having the right to vote equal to votes □ หนบรมสทธ หน ออกเสยงลงคะแนนไดเทากบ เสยง Preferred share shares, have the right to vote equal to votes 3 ขอมอบฉนทะให (ทานสามารถมอบฉนทะใหกรรมการอสระของบรษทฯ คนใดคนหนงเปนผแทนของทานเพอเขาประชม ตามรายละเอยดใน

หนงสอเชญประชมฯ ตามสงทสงมาดวย 9) Hereby appoint (You may appoint one of the Company’s Independent Directors as listed in Attachment 9 to be your proxy to attend the meeting.)

(1) นาย / นาง / นางสาว อาย ป Mr. / Mrs. / Ms. Age Years, อยบานเลขท ___________________ ถนน ตาบล/แขวง _________________

Residing at Road Sub- District อาเภอ/เขต จงหวด รหสไปรษณย หรอ

District Province Postal Code , or (2) นาย / นาง / นางสาว อาย ป

Mr. / Mrs. / Ms. Age Years, อยบานเลขท ____________________ ถนน ตาบล/แขวง _________________


District Province Postal Code , or (3) นาย / นาง / นางสาว อาย ป

Mr. / Mrs. / Ms. Age Years, อยบานเลขท ____________________ ถนน ตาบล/แขวง _________________


District Province Postal Code คนหนงคนใดเพยงผเดยวเปนผแทนของขาพเจา เพอเขารวมประชมและออกเสยงลงคะแนนในการประชมสามญผถอหน ประจาป 2559 ของบรษท สงห เอสเตท จากด (มหาชน) ในวนองคารท 26 เมษายน 2559 เวลา 10.00 น. ณ หองประชมใหญ ชน 39 อาคารซนทาวเวอรส บ เลขท 123 ถนนวภาวดรงสต แขวงจอมพล เขตจตจกร กรงเทพฯ 10900 หรอทจะพงเลอนไปในวน เวลา และสถานทอนดวย Anyone of them to be my/our proxy to attend and vote on my/our behalf at the 2016 Annual General Meeting of Shareholders of Singha Estate Public Company Limited on Tuesday, 26 April 2016, at 10.00 a.m. at the Main Conference Room, 39th Floor, Suntowers Building B, No. 123 Vibhavadi-Rangsit Road, Chompon, Chatuchak, Bangkok 10900, or any adjournment at any date, time and place thereof.

กจการใดทผรบมอบฉนทะไดกระทาไปในการประชมนน ใหถอเสมอนวาขาพเจาไดกระทาเองทกประการ Any acts performed by the proxy at this meeting shall be deemed as having been performed by myself/ourselves in all respects.

ลงนาม/Signed ผมอบฉนทะ/Grantor ( )

ลงนาม/Signed ผรบมอบฉนทะ/Proxy ( )

ลงนาม/Signed ผรบมอบฉนทะ/Proxy ( )

ลงนาม/Signed ผรบมอบฉนทะ/Proxy ( ) หมายเหต: ผถอหนทมอบฉนทะจะตองมอบฉนทะใหผรบมอบฉนทะเพยงรายเดยวเปนผเขาประชมและออกเสยงลงคะแนน ไมสามารถแบงแยกจานวนหนให

ผรบมอบฉนทะหลายคนเพอแยกการลงคะแนนเสยงได Remark: The shareholder appointing a proxy must appoint only one proxy to attend and vote at the meeting, and shall not split the number of

shares to several proxies for splitting votes.

อากรแสตมป 20 บาท Duty Stamp ฿20

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สงทสงมาดวย 13 / Attachment 13 หนงสอมอบฉนทะ แบบ ข. Proxy Form B.

เลขทะเบยนผถอหน เขยนท Shareholder Registration No. Written at

วนท เดอน พ.ศ. Date Month Year

(1) ขาพเจา _________________________________________________________ _____ I/We อยบานเลขท ___________________________________ _ _______________________ สญชาต Residing at Nationality (2) เปนผถอหนของ บรษท สงห เอสเตท จ ากด (มหาชน)

Being a shareholder of Singha Estate Public Company Limited โดยถอหนจ านวนทงสนรวม หน และออกเสยงลงคะแนนไดเทากบ เสยง ดงน Holding the total number of shares, and having the right to vote equal to votes as follows: หนสามญ หน ออกเสยงลงคะแนนไดเทากบ เสยง Ordinary share shares, having the right to vote equal to votes หนบรมสทธ หน ออกเสยงลงคะแนนไดเทากบ เสยง Preferred share shares, having the right to vote equal to votes

(3) ขอมอบฉนทะให (ทานสามารถมอบฉนทะใหกรรมการอสระของบรษทฯ คนใดคนหนงเปนผแทนของทานเพอเขาประชม ตามรายละเอยดในหนงสอเชญประชมฯ ตามสงทสงมาดวย 9)

Hereby appoint (You may appoint one of the Company’s Independent Directors as listed in Attachment 9 to be your proxy to attend the meeting.) 1. นาย / นาง / นางสาว________________________________________ อาย ป อยบานเลขท

Mr. / Mrs. / Ms. Age Years, Residing at ถนน ต าบล/แขวง อ าเภอ/เขต Road Sub- District District จงหวด รหสไปรษณย หรอ Province Postal Code , or

2. นาย / นาง / นางสาว ________________________________________ อาย ป อยบานเลขท Mr. / Mrs. / Ms. Age Years, Residing at ถนน ต าบล/แขวง อ าเภอ/เขต Road Sub- District District จงหวด รหสไปรษณย หรอ Province Postal Code , or

3. นาย / นาง / นางสาว ________________________________________ อาย ป อยบานเลขท Mr. / Mrs. / Ms. Age Years, Residing at ถนน ต าบล/แขวง อ าเภอ/เขต Road Sub- District District จงหวด รหสไปรษณย Province Postal Code

คนหนงคนใดเพยงผเดยวเปนผแทนของขาพเจา เพอเขารวมประชมและออกเสยงลงคะแนนในการประชมสามญผถอหน ประจ าป 2559ของบรษท สงห เอสเตท จ ากด (มหาชน) ในวนองคารท 26 เมษายน 2559 เวลา 10.00 น. ณ หองประชมใหญ ชน 39 อาคารซนทาวเวอรส บ เลขท 123 ถนนวภาวดรงสต แขวงจอมพล เขตจตจกร กรงเทพฯ 10900 หรอทจะพงเลอนไปในวน เวลา และสถานทอนดวย Anyone of them to be my/our proxy to attend and vote on my/our behalf at the 2016 Annual General Meeting of Shareholders of Singha Estate Public Company Limited on Tuesday, 26 April 2016, at 10.00 a.m. at the Main Conference Room, 39th Floor, Suntowers Building B, No. 123 Vibhavadi-Rangsit Road, Chompon, Chatuchak, Bangkok 10900, or any adjournment at any date, time and place thereof.

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(4) ขาพเจาขอมอบฉนทะใหผรบมอบฉนทะออกเสยงลงคะแนนแทนขาพเจาในการประชมครงน ดงน At this meeting, I/we grant my/our proxy to vote on my/our behalf as follows:

ระเบยบวาระท 1 รบทราบรายงานการประชมวสามญผถอหน ครงท 1/2558 เมอวนท 30 กนยายน 2558 Agenda Item 1 To acknowledge the minutes of the Extraordinary General Meeting of Shareholders No. 1/2015

held on 30 September 2015 ใหผรบมอบฉนทะรบทราบรายงานการประชมวสามญผถอหน ครงท 1/2558

To grant my/our proxy to acknowledge the minutes of the Extraordinary General Meeting of Shareholders No. 1/2015

ระเบยบวาระท 2 รบทราบผลการด าเนนงาน ประจ าป 2558 Agenda Item 2 To acknowledge the Company’s 2015 operating results

ใหผรบมอบฉนทะรบทราบผลการด าเนนงาน ประจ าป 2558 To grant my/our proxy to acknowledge the Company’s 2015 operating results

ระเบยบวาระท 3 พจารณาอนมตงบการเงนประจ าป สนสด ณ วนท 31 ธนวาคม 2558 Agenda Item 3 To consider and approve the financial statements for the year ended 31 December 2015

(ก) ใหผรบมอบฉนทะมสทธพจารณาและลงมตแทนขาพเจาไดทกประการตามทเหนสมควร (a) To grant my/our proxy to consider and vote on my/our behalf as appropriate in all respects

(ข) ใหผรบมอบฉนทะออกเสยงลงคะแนนตามความประสงคของขาพเจา ดงน (b) To grant my/our proxy to vote at my/our desire as follows: เหนดวย ไมเหนดวย งดออกเสยง

Approve Disapprove Abstain

ระเบยบวาระท 4 พจารณาอนมตการงดจายเงนปนผลส าหรบผลประกอบการป 2558 และการงดจดสรรเงนส ารองตามกฎหมาย Agenda Item 4 To consider and approve the omission of the dividend payment for the operating results of the year 2015

and the non-appropriation of the legal reserve (ก) ใหผรบมอบฉนทะมสทธพจารณาและลงมตแทนขาพเจาไดทกประการตามทเหนสมควร

(a) To grant my/our proxy to consider and vote on my/our behalf as appropriate in all respects (ข) ใหผรบมอบฉนทะออกเสยงลงคะแนนตามความประสงคของขาพเจา ดงน

(b) To grant my/our proxy to vote at my/our desire as follows: เหนดวย ไมเหนดวย งดออกเสยง


ระเบยบวาระท 5 พจารณาอนมตการแตงตงกรรมการแทนกรรมการทครบวาระ ประจ าป 2559 Agenda Item 5 To consider and approve the appointment of directors who retire by rotation of the year 2016


(ข) ใหผรบมอบฉนทะออกเสยงลงคะแนนตามความประสงคของขาพเจา ดงน (b) To grant my/our proxy to vote at my/our desire as follows:

เลอกตงกรรมการทงชด Vote for all nominated candidates

เหนดวย ไมเหนดวย งดออกเสยง Approve Disapprove Abstain

เลอกตงกรรมการเปนรายบคคล

Vote for an individual nominated candidate

บคคลทไดรบการเสนอชอ 1. นายชญานน เทพาค า Name of the nominated candidate 1. Mr. Chayanin Debhakam เหนดวย ไมเหนดวย งดออกเสยง

Approve Disapprove Abstain บคคลทไดรบการเสนอชอ 2. นายการญ นนทลพงศ

Name of the nominated candidate 2. Mr. Karoon Nuntileepong เหนดวย ไมเหนดวย งดออกเสยง


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บคคลทไดรบการเสนอชอ 3. นายนรศ เชยกลน Name of the nominated candidate 3. Mr. Naris Cheyklin เหนดวย ไมเหนดวย งดออกเสยง


ระเบยบวาระท 6 พจารณาอนมตการก าหนดคาตอบแทนกรรมการ ประจ าป 2559 Agenda Item 6 To consider and approve the 2016 remuneration for the Company’s directors




ระเบยบวาระท 7 พจารณาอนมตการแตงตงผสอบบญชและก าหนดคาตอบแทนผสอบบญช ประจ าป 2559 Agenda Item 7 To consider and approve the appointment of the auditors and determination of the 2016 audit fee




ระเบยบวาระท 8 พจารณาอนมตการลดทนจดทะเบยนของบรษทฯ จ านวน 10 บาท จากเดมทนจดทะเบยนจ านวน 7,348,290,786 บาท เปนจ านวน 7,348,290,776 บาท โดยการตดหนสามญจดทะเบยนทยงมไดน าออกจ าหนายจ านวน 10 หน มลคาทตราไวหนละ 1 บาท เนองจากเปนหนทเหลอจากการจองซอจากการออกและเสนอขายหนสามญเพมทนตามทไดรบอนมตโดยมตทประชมสามญผถอหน ประจ าป 2558 ซงประชมเมอวนท 22 เมษายน 2558

Agenda Item 8 To consider and approve the decrease of the Company’s registered capital in the amount of Baht 10 from the existing registered capital of Baht 7,348,290,786 to Baht 7,348,290,776, by cancelling the unissued registered ordinary shares in the number of 10 shares with a par value of Baht 1 each as they are the remaining unsubscribed shares from the issuance and offering of the newly issued ordinary shares which were approved by the resolution of the 2015 Annual General Meeting of Shareholders (ก) ใหผรบมอบฉนทะมสทธพจารณาและลงมตแทนขาพเจาไดทกประการตามทเหนสมควร




ระเบยบวาระท 9 พจารณาอนมตการแกไขเพมเตมหนงสอบรคณหสนธ ขอ 4. เรองทนจดทะเบยน เพอใหสอดคลองกบการลดทนจดทะเบยนของบรษทฯ

Agenda Item 9 To consider and approve the amendment to Clause 4. of the Company’s Memorandum of Association to be in line with the Company’s capital decrease (ก) ใหผรบมอบฉนทะมสทธพจารณาและลงมตแทนขาพเจาไดทกประการตามทเหนสมควร




ระเบยบวาระท 10 พจารณาอนมตการเพมทนจดทะเบยนของบรษทฯ อกจ านวน 1,624,715,129 บาท จากเดมทนจดทะเบยนจ านวน 7,348,290,776 บาท รวมเปนจ านวน 8,973,005,905 บาท โดยการออกหนสามญเพมทนจ านวน 1,624,715,129 หน มลคาทตราไวหนละ 1 บาท เพอ (1) เสนอขายใหแกผถอห นเดมตามสดสวนการถอหน (Rights Offering) (2) เสนอขายตอบคคลในวงจ ากดตามแบบมอบอ านาจทวไป (General Mandate) และ (3) รองรบการใชสทธตามใบส าคญแสดงสทธทจะซอหนสามญของบรษทฯ ทออกและเสนอขายใหแกกรรมการและพนกงานของบรษทฯ และ/หรอ บรษทยอย

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Agenda Item 10 To consider and approve the increase of the Company’s registered capital in an amount of Baht 1,624,715,129 from the existing registered capital of Baht 7,348,290,776 to Baht 8,973,005,905, by issuing the newly issued ordinary shares in the number of 1,624,715,129 shares with a par value of Baht 1 each from the existing registered capital, to be allocated (1) to the existing shareholders in proportion of their shareholding (Rights Offering), (2) to specific persons under the general mandate capital increase by way of a private placement (General Mandate) and (3) to be reserved for the exercise of warrants to purchase the Company’s ordinary shares to be issued and offered for sale to the directors and employees of the Company and/or its subsidiaries (ก) ใหผรบมอบฉนทะมสทธพจารณาและลงมตแทนขาพเจาไดทกประการตามทเหนสมควร




ระเบยบวาระท 11 พจารณาอนมตการแกไขเพมเตมหนงสอบรคณหสนธ ขอ 4. เรองทนจดทะเบยน เพอใหสอดคลองกบการเพมทนจดทะเบยนของบรษทฯ

Agenda Item 11 To consider and approve the amendment to Clause 4. of the Company’s Memorandum of Association to be in line with the Company’s capital increase (ก) ใหผรบมอบฉนทะมสทธพจารณาและลงมตแทนขาพเจาไดทกประการตามทเหนสมควร




ระเบยบวาระท 12 พจารณาอนมตการออกและเสนอขายใบส าคญแสดงสทธทจะซอหนสามญของบรษทฯ ทออกและเสนอขายใหแกกรรมการและพนกงานของบรษทฯ และ/หรอ บรษทยอย ครงท 1

Agenda Item 12 To consider and approve the issuance and offering of the warrants to purchase the Company’s ordinary shares to be issued and offered for sale to the directors and employees of the Company and/or its subsidiaries No. 1 (ESOP-Warrant-1) (ก) ใหผรบมอบฉนทะมสทธพจารณาและลงมตแทนขาพเจาไดทกประการตามทเหนสมควร




ระเบยบวาระท 13 พจารณาอนมตการออกและเสนอขายใบส าคญแสดงสทธทจะซอหนสามญของบรษทฯ ทออกและเสนอขายใหแกกรรมการและพนกงานของบรษทฯ และ/หรอ บรษทยอย ครงท 2





ระเบยบวาระท 14 พจารณาอนมตการจดสรรหนสามญเพมทน เพอ (1) เสนอขายใหแกผถอหนเดมตามสดสวนการถอหน (Rights Offering) (2) เสนอขายตอบคคลในวงจ ากดตามแบบมอบอ านาจทวไป (General Mandate) และ (3) เพอรองรบการใชสทธตามใบส าคญแสดงสทธทจะซอหนสามญของบรษทฯ ทออกและเสนอขายใหแกกรรมการและพนกงานของบรษทฯ และ/หรอ บรษทยอย

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Agenda Item 14 To consider and approve the allocation of the newly issued ordinary shares (1) to the existing shareholders in proportion of their shareholding (Rights Offering), (2) to specific persons under the general mandate capital increase by way of a private placement (General Mandate) and (3) to be reserved for the exercise of warrants to purchase the Company’s ordinary shares to be issued and offered for sale to the directors and employees of the Company and/or its subsidiaries (ก) ใหผรบมอบฉนทะมสทธพจารณาและลงมตแทนขาพเจาไดทกประการตามทเหนสมควร




ระเบยบวาระท 15 เรองอนๆ (ถาม) Agenda Item 15 To consider other business (if any)



Approve Disapprove Abstain (5) การลงคะแนนเสยงของผรบมอบฉนทะในวาระใดทไมเปนไปตามทระบไวในหนงสอมอบฉนทะนใหถอวาการลงคะแนนเสยงนนไมถกตองและ

ไมใชเปนการลงคะแนนเสยงของขาพเจาในฐานะผถอหน Voting of proxy in any agenda that is not as specified in this Proxy Form shall be considered as invalid and not signify my/our voting as a shareholder.

(6) ในกรณทขาพเจาไมไดระบความประสงคในการออกเสยงลงคะแนนในวาระใดไว หรอระบไวไมชดเจน หรอในกรณททประชมมการพจารณาหรอลงมตในเรองใดนอกเหนอจากเรองทระบไวขางตน รวมถงกรณทมการแกไขเปลยนแปลงหรอเพมเตมขอเทจจรงประการใด ใหผรบมอบฉนทะมสทธพจารณาและลงมตแทนขาพเจาไดทกประการตามทเหนสมควร In case I/we have not specified my/our voting intention in any agenda or not clearly specified or in case the meeting considers or passes any resolution other than those specified above, including the case of any amendment or addition of any fact, the proxy shall have the right to consider and vote on my/our behalf as he/she may deem appropriate in all respects.

กจการใดทผรบมอบฉนทะไดกระท าไปในการประชม ใหเสมอนถอวาขาพเจาไดกระท าเองทกประการ Any actions performed by the proxy at this meeting shall be deemed as having been performed by myself/ourselves.

ลงนาม/Signed ผมอบฉนทะ/Grantor ( ) ลงนาม/Signed ผรบมอบฉนทะ/Proxy ( ) ลงนาม/Signed ผรบมอบฉนทะ/Proxy ( ) ลงนาม/Signed ผรบมอบฉนทะ/Proxy ( )

หมายเหต : Remarks :

1. ผถอหนทมอบฉนทะจะตองมอบฉนทะใหผรบมอบฉนทะเพยงรายเดยวเปนผเขาประชมและออกเสยงลงคะแนน ไมสามารถแบงแยกจ านวนหนใหผรบมอบฉนทะหลายคนเพอแยกการลงคะแนนเสยงได

The shareholder appointing a proxy must appoint only one proxy to attend and vote at the meeting, and shall not split the number of shares to several proxies for splitting votes.

2. ในกรณทมวาระทจะพจารณาในการประชมมากกวาวาระทระบไวขางตน ผมอบฉนทะสามารถระบเพมเตมไดในใบประจ าตอแบบหนงสอมอบฉนทะ แบบ ข. ตามแนบ

In case there are additional agenda apart from those specified above brought into consideration in this meeting, the Grantor may use the Allonge of the Proxy Form B. as attached.

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ใบประจ าตอแบบหนงสอมอบฉนทะ แบบ ข. / Allonge of Proxy Form B.

การมอบฉนทะในฐานะเปนผถอหนของบรษท สงห เอสเตท จ ากด (มหาชน) The appointment of proxy by shareholder of Singha Estate Public Company Limited

ในการประชมสามญผถอหน ประจ าป 2559 ของบรษท สงห เอสเตท จ ากด (มหาชน) ในวนองคารท 26 เมษายน 2559 เวลา 10.00 น. ณ หองประชมใหญ ชน 39 อาคารซนทาวเวอรส บ เลขท 123 ถนนวภาวดรงสต แขวงจอมพล เขตจตจกร กรงเทพฯ 10900 หรอทจะพงเลอนไปในวน เวลา และสถานทอนดวย At the 2016 Annual General Meeting of Shareholders of Singha Estate Public Company Limited on Tuesday, 26 April 2016, at 10.00 a.m. at the Main Conference Room, 39th Floor, Suntowers Building B, No. 123 Vibhavadi-Rangsit Road, Chompon, Chatuchak, Bangkok 10900, or any adjournment of any date, time and place thereof. ระเบยบวาระท เรอง Agenda Subject :

(ก) ใหผรบมอบฉนทะมสทธพจารณาและลงมตแทนขาพเจาไดทกประการตามทเหนสมควร (a) To grant my/our proxy to consider and vote on my/our behalf as appropriate in all respects.


เหนดวย ไมเหนดวย งดออกเสยง Approve Disapprove Abstain ระเบยบวาระท เรอง Agenda Subject :

(ก) ใหผรบมอบฉนทะมสทธพจารณาและลงมตแทนขาพเจาไดทกประการตามทเหนสมควร (a) To grant my/our proxy to consider and vote on my/our behalf as appropriate in all respects.


เหนดวย ไมเหนดวย งดออกเสยง Approve Disapprove Abstain ระเบยบวาระท เรอง Agenda Subject : (ก) ใหผรบมอบฉนทะมสทธพจารณาและลงมตแทนขาพเจาไดทกประการตามทเหนสมควร

(a) To grant my/our proxy to consider and vote on my/our behalf as appropriate in all respects. (ข) ใหผรบมอบฉนทะออกเสยงลงคะแนนตามความประสงคของขาพเจา ดงน (b) To grant my/our proxy to vote at my/our desire as follows:

เหนดวย ไมเหนดวย งดออกเสยง Approve Disapprove Abstain ระเบยบวาระท เรอง Agenda Subject : (ก) ใหผรบมอบฉนทะมสทธพจารณาและลงมตแทนขาพเจาไดทกประการตามทเหนสมควร

(a) To grant my/our proxy to consider and vote on my/our behalf as appropriate in all respects. (ข) ใหผรบมอบฉนทะออกเสยงลงคะแนนตามความประสงคของขาพเจา ดงน (b) To grant my/our proxy to vote at my/our desire as follows:

เหนดวย ไมเหนดวย งดออกเสยง Approve Disapprove Abstain

ขาพเจาขอรบรองวา รายการในใบประจ าตอหนงสอมอบฉนทะถกตองบรบรณและเปนความจรงทกประการ I/We certify that the statements in this Allonge of the Proxy Form are correct, complete and true in all respects.



หนงสอมอบฉนทะ แบบ ค. (สาหรบผถอหนตางประเทศทแตงตงคสโตเดยนในประเทศไทยเทานน) Proxy Form C. (For foreign shareholders who have custodians in Thailand only)

เลขทะเบยนผถอหน เขยนท Shareholder Registration No. Written at

วนท เดอน พ.ศ. Date Month Year

(1) ขาพเจา _______________________________________________________________________________________________ I/We

สานกงานตงอยเลขท Office locating at

ถนน ตาบล/แขวง อาเภอ/เขต____________________ Road Sub- District District จงหวด รหสไปรษณย Province Postal Code ในฐานะผประกอบธรกจเปนผรบฝากและดแลหน (Custodian) ใหกบ (ชอผถอหน) __________________________________________ As a custodian for (shareholder’s name)

ซงเปนผถอหนของ บรษท สงห เอสเตท จากด (มหาชน)

Being a shareholder of Singha Estate Public Company Limited โดยถอหนจานวนทงสนรวม หน และออกเสยงลงคะแนนไดเทากบ เสยง ดงน Holding the total number of shares, and having the right to vote equal to votes as follows: � หนสามญ หน ออกเสยงลงคะแนนไดเทากบ เสยง Ordinary share shares, having the right to vote equal to votes � หนบรมสทธ หน ออกเสยงลงคะแนนไดเทากบ เสยง Preferred share shares, having the right to vote equal to votes

(2) ขอมอบฉนทะให (ทานสามารถมอบฉนทะใหกรรมการอสระของบรษทฯ คนใดคนหนงเปนผแทนของทานเพอเขาประชม ตามรายละเอยดในหนงสอเชญประชมฯ ตามสงทสงมาดวย 9)

Hereby appoint (You may appoint one of the Company’s Independent Directors as listed in Attachment 9 to be your proxy to attend the meeting.) 1. นาย / นาง / นางสาว ________________________________________ อาย ป อยบานเลขท

Mr. / Mrs. / Ms. Age Years, Residing at ถนน ตาบล/แขวง อาเภอ/เขต Road Sub- District District จงหวด รหสไปรษณย หรอ Province Postal Code or

2. นาย / นาง / นางสาว ________________________________________ อาย ป อยบานเลขท Mr. / Mrs. / Ms. Age Years, Residing at ถนน ตาบล/แขวง อาเภอ/เขต Road Sub- District District จงหวด รหสไปรษณย หรอ Province Postal Code or

3. นาย / นาง / นางสาว ________________________________________ อาย ป อยบานเลขท Mr. / Mrs. / Ms. Age Years, Residing at ถนน ตาบล/แขวง อาเภอ/เขต Road Sub- District District จงหวด รหสไปรษณย Province Postal Code

คนหนงคนใดเพยงผเดยวเปนผแทนของขาพเจา เพอเขารวมประชมและออกเสยงลงคะแนนในการประชมสามญผถอหน ประจาป 2559 ของบรษท สงห เอสเตท จากด (มหาชน) ในวนองคารท 26 เมษายน 2559 เวลา 10.00 น. ณ หองประชมใหญ ชน 39 อาคารซนทาวเวอรส บ เลขท 123 ถนนวภาวดรงสต แขวงจอมพล เขตจตจกร กรงเทพฯ 10900 หรอทจะพงเลอนไปในวน เวลา และสถานทอนดวย Anyone of them to be my/our proxy to attend and vote on my/our behalf at the 2016 Annual General Meeting of Shareholders of Singha Estate Public Company Limited on Tuesday, 26 April 2016, at 10.00 a.m. at the Main Conference Room, 39th Floor, Suntowers Building B, No. 123 Vibhavadi-Rangsit Road, Chompon, Chatuchak, Bangkok 10900, or any adjournment at any date, time and place thereof.

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(3) ขาพเจาขอมอบฉนทะใหผรบมอบฉนทะในการเขารวมประชมและออกเสยงลงคะแนนในครงน ดงน I/We grant my/our proxy to attend and vote on my/our behalf at this meeting as follows: �มอบฉนทะตามจานวนหนทงหมดทถอและมสทธออกเสยงลงคะแนนได To grant the total number of shares holding and having the right to vote �มอบฉนทะ บางสวน คอ � หนสามญ หน และมสทธออกเสยงลงคะแนนได เสยง To grant partial of ordinary share shares, and having the right to vote votes

� หนบรมสทธ หน และมสทธออกเสยงลงคะแนนได เสยง preferred share shares, and having the right to vote votes

รวมสทธออกเสยงลงคะแนนทงหมด เสยง Total amount of voting rights votes

(4) ขาพเจาขอมอบฉนทะใหผรบมอบฉนทะออกเสยงลงคะแนนแทนขาพเจาในการประชมครงน ดงน In this meeting, I/we grant my/our proxy to vote on my/our behalf as follows:

ระเบยบวาระท 1 รบทราบรายงานการประชมวสามญผถอหน คร งท 1/2558 เมอวนท 30 กนยายน 2558 Agenda Item 1 To acknowledge the minutes of the Extraordinary General Meeting of Shareholders No. 1/2015

held on 30 September 2015 ใหผรบมอบฉนทะรบทราบรายงานการประชมวสามญผถอหน ครงท 1/2558

To grant my/our proxy to acknowledge the minutes of the Extraordinary General Meeting of Shareholders No. 1/2015

ระเบยบวาระท 2 รบทราบผลการดาเนนงาน ประจาป 2558 Agenda Item 2 To acknowledge the Company’s 2015 operating results

ใหผรบมอบฉนทะรบทราบผลการดาเนนงาน ประจาป 2558 To grant my/our proxy to acknowledge the Company’s 2015 operating results

ระเบยบวาระท 3 พจารณาอนมตงบการเงนประจาป สนสด ณ วนท 31 ธนวาคม 2558 Agenda Item 3 To consider and approve the financial statements for the year ended 31 December 2015


(ข) ใหผรบมอบฉนทะออกเสยงลงคะแนนตามความประสงคของขาพเจา ดงน (b) To grant my/our proxy to vote at my/our desire as follows: เหนดวย.......................เสยง ไมเหนดวย.........................เสยง งดออกเสยง.......................เสยง

Approve.......................votes Disapprove.......................votes Abstain............................votes

ระเบยบวาระท 4 พจารณาอนมตการงดจายเงนปนผลสาหรบผลประกอบการป 2558 และการงดจดสรรเงนสารองตามกฎหมาย Agenda Item 4 To consider and approve the omission of the dividend payment for the operating results of the year 2015

and the non-appropriation of the legal reserve (ก) ใหผรบมอบฉนทะมสทธพจารณาและลงมตแทนขาพเจาไดทกประการตามทเหนสมควร


(b) To grant my/our proxy to vote at my/our desire as follows: เหนดวย.......................เสยง ไมเหนดวย.........................เสยง งดออกเสยง.......................เสยง


ระเบยบวาระท 5 พจารณาอนมตการแตงตงกรรมการแทนกรรมการทครบวาระ ประจาป 2559 Agenda Item 5 To consider and approve the appointment of directors who retire by rotation of the year 2016



เลอกตงกรรมการทงชด Vote for all nominated candidates

เหนดวย.......................เสยง ไมเหนดวย.........................เสยง งดออกเสยง.......................เสยง Approve.......................Vote Disapprove.......................Vote Abstain..............................Vote

เลอกตงกรรมการเปนรายบคคล Vote for an individual nominated candidate

บคคลทไดรบการเสนอชอ 1. นายชญานน เทพาคา Name of the nominated candidate 1. Mr. Chayanin Debhakam เหนดวย ไมเหนดวย งดออกเสยง


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บคคลทไดรบการเสนอชอ 2. นายการญ นนทลพงศ Name of the nominated candidate 2. Mr. Karoon Nuntileepong เหนดวย ไมเหนดวย งดออกเสยง

Approve Disapprove Abstain บคคลทไดรบการเสนอชอ 3. นายนรศ เชยกลน

Name of the nominated candidate 3. Mr. Naris Cheyklin เหนดวย ไมเหนดวย งดออกเสยง


ระเบยบวาระท 6 พจารณาอนมตการกาหนดคาตอบแทนกรรมการ ประจาป 2559 Agenda Item 6 To consider and approve the 2016 remuneration for the Company’s directors




ระเบยบวาระท 7 พจารณาอนมตการแตงตงผสอบบญชและกาหนดคาตอบแทนผสอบบญช ประจาป 2559 Agenda Item 7 To consider and approve the appointment of the auditors and determination of the 2016 audit fee




ระเบยบวาระท 8 พจารณ าอนมตการลดทนจดทะเบยนของบรษทฯ จานวน 10 บาท จากเดมทนจดทะเบยนจานวน 7,348,290,786 บาท เปนจานวน 7,348,290,776 บาท โดยการตดหนสามญจดทะเบยนทยงมไดนาออกจาหนายจานวน 10 หน มลคาทตราไวหนละ 1 บาท เนองจากเปนหนทเหลอจากการจองซอจากการออกและเสนอขายหนสามญเพมทนตามทไดรบอนมตโดยมตทประชมสามญผถอหน ประจาป 2558 ซงประชมเมอวนท 22 เมษายน 2558

Agenda Item 8 To consider and approve the decrease of the Company’s registered capital in the amount of Baht 10 from the existing registered capital of Baht 7,348,290,786 to Baht 7,348,290,776, by cancelling the unissued registered ordinary shares in the number of 10 shares with a par value of Baht 1 each as they are the remaining unsubscribed shares from the issuance and offering of the newly issued ordinary shares which were approved by the resolution of the 2015 Annual General Meeting of Shareholders (ก) ใหผรบมอบฉนทะมสทธพจารณาและลงมตแทนขาพเจาไดทกประการตามทเหนสมควร




ระเบยบวาระท 9 พจารณาอนมตการแกไขเพมเตมหนงสอบรคณหสนธ ขอ 4. เรองทนจดทะเบยน เพอใหสอดคลองกบการลดทนจดทะเบยนของบรษทฯ

Agenda Item 9 To consider and approve the amendment to Clause 4. of the Company’s Memorandum of Association to be in line with the Company’s capital decrease (ก) ใหผรบมอบฉนทะมสทธพจารณาและลงมตแทนขาพเจาไดทกประการตามทเหนสมควร




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ระเบยบวาระท 10 พจารณาอนมตการเพมทนจดทะเบยนของบรษทฯ อกจานวน 1,624,715,129 บาท จากเดมทนจดทะเบยนจานวน 7,348,290,776 บาท รวมเปนจานวน 8,973,005,905 บาท โดยการออกห นสามญเพมทนจานวน 1,624,715,129 หน มลคาทตราไวหนละ 1 บาท เพอ (1) เสนอขายใหแกผถอหนเดมตามสดสวนการถอหน (Rights Offering) (2) เสนอขายตอบคคลในวงจากดตามแบบมอบอานาจทวไป (General Mandate) และ (3) รองรบการใชสทธตามใบสาคญแสดงสทธทจะซอหนสามญของบรษทฯ ทออกและเสนอขายใหแกกรรมการและพนกงานของบรษทฯ และ/หรอ บรษทยอย

Agenda Item 10 To consider and approve the increase of the Company’s registered capital in an amount of Baht 1,624,715,129 from the existing registered capital of Baht 7,348,290,776 to Baht 8,973,005,905, by issuing the newly issued ordinary shares in the number of 1,624,715,129 shares with a par value of Baht 1 each from the existing registered capital, to be allocated (1) to the existing shareholders in proportion of their shareholding (Rights Offering), (2) to specific persons under the general mandate capital increase by way of a private placement (General Mandate) and (3) to be reserved for the exercise of warrants to purchase the Company’s ordinary shares to be issued and offered for sale to the directors and employees of the Company and/or its subsidiaries (ก) ใหผรบมอบฉนทะมสทธพจารณาและลงมตแทนขาพเจาไดทกประการตามทเหนสมควร




ระเบยบวาระท 11 พจารณาอนมตการแกไขเพมเตมหนงสอบรคณหสนธ ขอ 4. เรองทนจดทะเบยน เพอใหสอดคลองกบการเพมทนจดทะเบยนของบรษทฯ

Agenda Item 11 To consider and approve the amendment to Clause 4. of the Company’s Memorandum of Association to be in line with the Company’s capital increase (ก) ใหผรบมอบฉนทะมสทธพจารณาและลงมตแทนขาพเจาไดทกประการตามทเหนสมควร




ระเบยบวาระท 12 พจารณาอนมตการออกและเสนอขายใบสาคญแสดงสทธทจะซอหนสามญของบรษทฯ ทออกและเสนอขายใหแกกรรมการและพนกงานของบรษทฯ และ/หรอ บรษทยอย ครงท 1





ระเบยบวาระท 13 พจารณาอนมตการออกและเสนอขายใบสาคญแสดงสทธทจะซอหนสามญของบรษทฯ ทออกและเสนอขายใหแกกรรมการและพนกงานของบรษทฯ และ/หรอ บรษทยอย ครงท 2





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ระเบยบวาระท 14 พจารณาอนมตการจดสรรหนสามญเพมทน เพอ (1) เสนอขายใหแกผถอหนเดมตามสดสวนการถอหน (Rights Offering) (2) เสนอขายตอบคคลในวงจากดตามแบบมอบอานาจทวไป (General Mandate) และ (3) เพอรองรบการใชสทธตามใบสาคญแสดงสทธทจะซอหนสามญของบรษทฯ ทออกและเสนอขายใหแกกรรมการและพนกงานของบรษทฯ และ/หรอ บรษทยอย

Agenda Item 14 To consider and approve the allocation of the newly issued ordinary shares (1) to the existing shareholders in proportion of their shareholding (Rights Offering), (2) to specific persons under the general mandate capital increase by way of a private placement (General Mandate) and (3) to be reserved for the exercise of warrants to purchase the Company’s ordinary shares to be issued and offered for sale to the directors and employees of the Company and/or its subsidiaries (ก) ใหผรบมอบฉนทะมสทธพจารณาและลงมตแทนขาพเจาไดทกประการตามทเหนสมควร




ระเบยบวาระท 15 เรองอนๆ (ถาม) Agenda Item 15 To consider other business (if any)



เหนดวย.......................เสยง ไมเหนดวย.........................เสยง งดออกเสยง.......................เสยง


(5) การลงคะแนนเสยงของผรบมอบฉนทะในวาระใดทไมเปนไปตามทระบไวในหนงสอมอบฉนทะนใหถอวาการลงคะแนนเสยงนนไมถกตองและไมใชเปน

การลงคะแนนเสยงของขาพเจาในฐานะผถอหน Voting of proxy in any agenda that is not as specified in this Proxy Form shall be considered as invalid and not signify my/our voting as a shareholder.

(6) ในกรณทขาพเจาไมไดระบความประสงคในการออกเสยงลงคะแนนในวาระใดไว หรอระบไวไมชดเจน หรอในกรณททประชมมการพจารณาหรอลงมตในเรองใดนอกเหนอจากเรองทระบไวขางตน รวมถงกรณทมการแกไขเปลยนแปลงหรอเพมเตมขอเทจจรงประการใด ใหผรบมอบฉนทะมสทธพจารณาและลงมตแทนขาพเจาไดทกประการตามทเหนสมควร In case I/we have not specified my/our voting intention in any agenda or not clearly specified or in case the meeting considers or passes any resolution other than those specified above, including the case of any amendment or addition of any fact, the proxy shall have the right to consider and vote on my/our behalf as he/she may deem appropriate in all respects.


หมายเหต : Remarks :

1. หนงสอมอบฉนทะแบบ ค. น ใชเฉพาะกรณทผถอหนทปรากฏชอในทะเบยนเปนผลงทนตางประเทศและแตงตงคสโตเดยน (Custodian) ในประเทศไทยเปนผฝากและดแลหนเทานน

Only foreign shareholders whose names appear in the registration book and have appointed a Custodian in Thailand can use the Proxy Form C.

2. หลกฐานทตองแนบพรอมกบหนงสอมอบฉนทะ คอ Evidence to be enclosed with this Proxy Form are:

(1) หนงสอมอบอานาจจากผถอหนใหคสโตเดยน (Custodian) เปนผดาเนนการลงนามในหนงสอมอบฉนทะแทน Power of Attorney from the shareholder authorizing a Custodian to sign the Proxy form on behalf of the shareholder

(2) หนงสอยนยนวาผลงนามในหนงสอมอบฉนทะแทนไดรบอนญาตประกอบธรกจคสโตเดยน (Custodian) Letter of certification to certify that a person executing the Proxy Form has a permission to act as a Custodian

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3. ผถอหนทมอบฉนทะจะตองมอบฉนทะใหผรบมอบฉนทะเพยงรายเดยวเปนผเขาประชมและออกเสยงลงคะแนน ไมสามารถแบงแยกจานวนหนให ผรบมอบฉนทะหลายคนเพอแยกการลงคะแนนเสยงได

The shareholder appointing the proxy must appoint only one proxy to attend and vote at the meeting, and shall not split the number of shares to several proxies for splitting votes.

4. ในกรณทมวาระทจะพจารณาในการประชมมากกวาวาระทระบไวขางตน ผมอบฉนทะสามารถระบเพมเตมไดในใบประจาตอแบบหนงสอมอบฉนทะ แบบ ค. ตามแนบ

In case there are additional agenda apart from those specified above brought into consideration in this meeting, the Grantor may use the Allonge of the Proxy Form C. as attached.

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ใบประจาตอแบบหนงสอมอบฉนทะ แบบ ค. (สาหรบผถอหนตางประเทศทแตงตงคสโตเดยนในประเทศไทยเทานน)

Supplemental Proxy Form C. (For foreign shareholders who have custodians in Thailand only)

การมอบฉนทะในฐานะเปนผถอหนของบรษท สงห เอสเตท จากด (มหาชน)

The appointment of proxy by shareholder of Singha Estate Public Company Limited

ในการประชมสามญผถอหน ประจาป 2559 ของบรษท สงห เอสเตท จากด (มหาชน) ในวนองคารท 26 เมษายน 2559 เวลา 10.00 น. ณ หองประชมใหญ ชน 39 อาคารซนทาวเวอรส บ เลขท 123 ถนนวภาวดรงสต แขวงจอมพล เขตจตจกร กรงเทพฯ 10900 หรอทจะพงเลอนไปในวน เวลา และสถานทอนดวย

At the 2016 Annual General Meeting of Shareholders of Singha Estate Public Company Limited on Tuesday, 26 April 2016, at 10.00 a.m. at the Main Conference Room, 39th Floor, Suntowers Building B, No. 123 Vibhavadi-Rangsit Road, Chompon, Chatuchak, Bangkok 10900, or any adjournment at any date, time and place thereof. ระเบยบวาระท เรอง Agenda Subject : (ก) ใหผรบมอบฉนทะมสทธพจารณาและลงมตแทนขาพเจาไดทกประการตามทเหนสมควร

(a) To grant my/our proxy to consider and vote on my/our behalf as appropriate in all respects. (ข) ใหผรบมอบฉนทะออกเสยงลงคะแนนตามความประสงคของขาพเจา ดงน


Approve.......................Vote Disapprove.......................Vote Abstain..............................Vote ระเบยบวาระท เรอง Agenda Subject : (ก) ใหผรบมอบฉนทะมสทธพจารณาและลงมตแทนขาพเจาไดทกประการตามทเหนสมควร









Approve.......................Vote Disapprove.......................Vote Abstain..............................Vote

ขาพเจาขอรบรองวา รายการในใบประจาตอหนงสอมอบฉนทะถกตองบรบรณและเปนความจรงทกประการ I/We certify that the statements in this Allonge of the Proxy Form are correct, complete and true in all respects.


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invitation to the 2016 annual general meeting of ... · the board of directors’ meeting no....

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