July 14 th, Unitholders TICON Freehold and Leasehold Real Estate Investment Trust ( TREIT )

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1 July 14 th, 2015 Re: To: Invitation to the Extraordinary General Meeting of Unitholders No. 1/2015 of TICON Freehold and Leasehold Real Estate Investment Trust Unitholders TICON Freehold and Leasehold Real Estate Investment Trust ( TREIT ) Enclosures: 1. Minutes of the 2015 Annual General Meeting of Unitholders, dated April 30 th, Details of Additional Assets 3. Summary of the Appraisal Report of the Appraisal Companies 4. Information Memorandum regarding the Acquisition of Assets of TREIT and the Transaction of TREIT and Connected Persons of the REIT Manager 5. Opinions of the Independent Financial Advisor regarding the Acquisition of Assets of TREIT and the Transaction of TREIT and Connected Persons of the REIT Manager 6. Prospective Statement of Income 7. Capital Increase Report Form (F53-4) 8. Procedures of Registration, Meeting Attendance and Empowerment of Proxies 9. Proxy Forms 10. Map of the Meeting Venue As TICON Management Company Limited (the Company or the REIT Manager ), the REIT Manager of TICON Freehold and Leasehold Real Estate Investment Trust ( TREIT ), deemed it appropriate to hold the Extraordinary General Meeting of Unitholders No. 1/2015 on July 29 th, 2015, at hrs., at Crystral Room, at 2nd Floor, The Tawana Bangkok, No. 80, Surawongse Road, Khwaeng Si Phaya, Khet Bangrak, Bangkok, the Company would like to invite unitholders to attend the meeting as per date, time and place thereof, in order to consideration matters pursuant to the following agenda. Agenda 1 To acknowledge the minutes of the 2015 Annual General Meeting of Unitholders, dated April 30th, 2015 Background Details of the minutes of the 2015 Annual General Meeting of Unitholders, dated April 30 th, 2015 are appeared in the Enclosure No. 1 which is delivered to the unitholders together with this invitation letter. 1

2 REIT Manager s Opinion This agenda is for acknowledgement. Therefore, no voting is required. Trustee s Opinion -None- Agenda 2 To consider and approve the investment in the additional assets and the capital increase of TREIT Background 1. The investment in the additional assets The REIT Manager considered the matter and deemed it appropriate to propose to the unitholders meeting for consideration and approval of the investment by TREIT in the additional assets (the Additional Assets ) from TICON Logistics Park Company Limited ( TPARK ) and TICON Industrial Connection Public Company Limited ( TICON ), in the total amount of not exceeding Baht 3,300 million. Such amount will be determined based on the proceeds that TREIT will receive from its capital increase and loan in the total amount of Baht 3,355 million deducted by estimated expenses related to the capital increase and the investment in the Additional Assets. The Additional Assets shall comprise the following. 1.1 Ownership of land with an approximate area of 79 rai 3 ngan 61.8 square wah, and ownership of 6 warehouse buildings with 26 units having an approximate area of 66,000 square meters. Those are currently owned by TPARK and located in the projects as follows: (1) 4 Units of warehouse buildings at TICON Logistics Park Wangnoi 2 project, locating at Tambol Payom, Amphur Wang Noi, Phra Nakhon Si Ayutthaya Province; (2) 4 Units of warehouse buildings at TICON Logistics Park Eastern Seaboard 1 (B) project, locating at Tambol Pluak Daeng, Amphur Pluak Daeng, Rayong Province; (3) 13 Units of warehouse buildings at TICON Logistics Park Laemchabang 2 project, locating at Tambol Nong Kham, Amphur Sriracha, Chonburi Province; (4) 5 Units of warehouse buildings at TICON Logistics Park Panthong 1 project, locating at Tambol Panthong, Amphur Panthong, Chonburi Province. 1.2 Leasehold right of land for a period of 30 years from the date of the registration of the leasehold right with an approximate area of 12 rai 68.0 square wah, and ownership of 2 warehouse buildings with 6 units having an approximate area of 9,100 square meters, at TICON Logistics Park Bangna project, locating at Tambol Bangsamak, Amphur Bangpakong, Chachoengsao Province, currently owned by TPARK. 1.3 Leasehold right of land for a period of 30 years from the date of the registration of the leasehold right with an approximate area of 62 rai 1 ngan 58.4 square wah, and leasehold right of 2 warehouse buildings 2

3 with 13 units for a period of 30 years from the date of the registration of the leasehold right having an approximate area of 56,700 square meters, at TICON Logistics Park Bangplee 3 project, locating at Tambol Bangpla, Amphur Bangplee, Samut Prakarn Province, currently owned by TPARK. 1.4 (Partial) sub-leasehold right of land for an approximate period of 27 years from the date of the registration of leasehold right (until February 21 st, 2043) 1 with an approximate area of 3 rai 17.5 square wah, and leasehold right of 1 warehouse building with 1 unit for an approximate period of 27 years from the date of the registration of leasehold right (until February 21 st, 2043) having an approximate area of 1,482 square meters, at TICON Logistics Park Bangplee 1 project, locating at Tambol Bangsaothong, Amphur Bangplee, Samut Prakarn Province, the land currently leased by TPARK and warehouses currently owned by TPARK. 1.5 Ownership of land with an approximate area of 14 rai 1 ngan 74.5 square wah, and ownership of 3 factory buildings having an approximate area of 7,050 square meters. Those are currently owned by TICON and located in the projects as follows: (1) 1 Factory building of Rojana Industrial Park, locating at Tambol Ban Chang, Amphur U- Thai, Phra Nakhon Si Ayutthaya Province; (2) 1 Factory building of Hemaraj Chonburi Industrial Estate, locating at Tambol Bowin, Amphur Sriracha, Chonburi Province; (3) 1 Factory building of Amata City Industrial Estate project, locating at Tambol Mabyangporn, Amphur Pluak Daeng, Rayong Province. 1.6 Leasehold right of land for a period of 30 years from the date of the registration of the leasehold right with an approximate area of 24 rai 2 ngan 47.0 square wah, and leasehold right of 4 factory buildings for a period of 30 years from the date of the registration of the leasehold right having an approximate area of 14,850 square meters, at Amata Nakorn Industrial Estate, locating at Tambol Panthong and Tambol Nong Kakha, Amphur Panthong, and Tambol Donhuaror, Amphur Muang Chonburi, Chonburi Province, currently owned by TICON. In this regard, parts of the Additional Assets have been approved for the investment by the Annual General Meeting of Unitholders for the Year 2015 dated April 30 th, 2015 (the Approved Assets ) 2. However, after having studied details of the Approved Assets and time for preparation of such Approved Assets, the REIT Manager deemed it appropriate to adjust the investment structure by including the investment in the Approved Assets to be part of the Additional Assets this time and cancelling the resolutions relevant to the investment in the Approved Assets, including consideration and approval of the investment in the additional assets to be proposed 1 The Additional Assets in item no. 1.4 are located in the same area as of the assets invested in by TREIT by the use of proceeds from issuance and offering of the unit trust at the initial public offering ( IPO ), and the loan from Bangkok Bank Public Company Limited. The warehouse located thereon was at that time under construction. 2 The Approved Assets shall mean the assets in TICON Logistics Park Wangnoi 2 project, TICON Logistics Park Bangna project, Rojana Industrial Park and Hemaraj Chonburi Industrial Estate. 3

4 this time with the Approved Assets (altogether the Additional Assets). The sources of funds for the investment in the Additional Assets this time will be from (1) the capital increase by issuance and offering of the additional unit trust to the existing unitholders whose names appear in the unit trust register book proportionately to their unitholding (Rights Offering) and to the public (Public Offering) and/or (2) bank loan and/or loan from financial institutions which may include the loan from Bangkok Bank Public Company Limited. This may be a new loan and/or the remaining amount from the drawdown for the investment in the initial asset of TREIT. Details of the Additional Assets are appeared in the Enclosure No. 2. Nonetheless, the REIT Manager may select to invest in any item of the Additional Assets, provided that the REIT Manager will substantially take into account the benefits of TREIT and unitholders. The REIT Manager has engaged 2 appraisal companies which are Knight Frank Charter (Thailand) Co., Ltd. ( Knight Frank ) and Nexus Property Consultant Co., Ltd. ( Nexus ) (altogether called the Appraisers ), who are in the approval list of the Office of the Securities and Exchange Commission (the Office of the SEC ), to evaluate the value of each of the Additional Assets. Details of the appraised value of the Additional Assets which was appraised by the Appraisers are appeared in the table below and in the Enclosure No. 3. Investment Value in Comparison with Appraised Value pursuant to Income Approach Method Details of the value of the Additional Assets and Information of the appraised value pursuant to the income approach method are as follows: Type of Assets Characteristic of Investment Approved Assets Leasehold right of land and ownership of Warehouse warehouse Ownership of land and warehouse Ownership of land and Factory factory Total value of Approved Assets Highest Investment Value of Additional Assets (Million Baht) Not exceeding Not exceeding Not exceeding Not exceeding Total Asset Value (1) (Million Baht) Knight Frank Nexus Percentage of Difference between Investment Value and Lowest Appraised Value (2) (Percent) Not exceeding 105 Remaining Additional Assets to Be Approved Other Than The Approved Assets Warehouse Ownership of land and Not exceeding 1, ,

5 Type of Assets Characteristic of Investment Highest Investment Value of Additional Assets (Million Baht) warehouse 1, Leasehold right of land and warehouse (Partial) sub-leasehold right of land and leasehold right of warehouse Ownership of land and factory Factory Leasehold right of land and factory Total value of remaining Additional Assets Total value of the Additional Assets Not exceeding 1, Not exceeding Not exceeding Not exceeding Not exceeding 2, Not exceeding 3, Total Asset Value (1) (Million Baht) Knight Frank Nexus Percentage of Difference between Investment Value and Lowest Appraised Value (2) (Percent) , , Not exceeding 116 2, , Not exceeding 114 Remarks (1) Appraised value pursuant to the income approach method which was made by Knight Frank and Nexus is as at April 1 st, (2) The highest investment value is calculated on the percentage of the lowest appraised value of the total asset pursuant to the income approach method. Both Appraisers selected to apply the appraised value from the income approach method as the market value of the Additional Assets, whereby the REIT Manager shares the same view as such two Appraisers that the appraised value from the income approach method is an appropriate value and method due to the nature of the assets being income generating from rental and service fees. In any event, the final investment value of the Approved Assets will remain the same criteria which does not exceed 105 percent of the lowest appraised value of the total asset value made by the Appraisers. The final investment value of the remaining Additional Assets will not exceed 116 percent of the lowest appraised value of the total asset value. However, for the investment in the Additional Assets, TREIT will invest in the assets for ownership, leasehold rights and sub-leasehold rights from TPARK and TICON, whereby TICON is a major shareholder of the 5

6 REIT Manager which holds the shares of approximately 70 percent of the total voting rights in the REIT Manager, and it is also a controlling person of the REIT Manager (whereby Mitsui & Co (Asia Pacific) PTE LTD holds the shares of approximately 30 percent of the total voting rights in the REIT Manager). In addition, TICON is also a major shareholder of TPARK. Therefore, TICON and TPARK are considered as connected persons of the REIT Manager. The investment in the Additional Assets shall also be considered as a connected transaction between TREIT and connected persons of the REIT Manager with the value of the investment in the Additional Assets is not less than 3 percent of the net asset value of TREIT as at March 31 st, 2015, which is required a resolution from the unitholders pursuant to the Notification of the Office of the Securities and Exchange Commission No. SorRor. 26/2555 Re: Provisions concerning Lists and Statements in the Trust Deed of the Real Estate Investment Trust, dated November 21 st, 2012 (as amended). Information Memorandum regarding the Acquisition of Assets of TREIT and the Connected Transaction of TREIT and Connected Persons with the REIT Manager appear in the Enclosure No. 4. In this regard, the REIT Manager has appointed Baker Tilly Corporate Advisory Services (Thailand) Limited as an independent financial advisor to render opinions and analyse information relating to the transaction as appeared in the Enclosure No. 5. In addition, as a part of the sources of funds for the investment in the Additional Assets this time would be from bank loan and/or loan from financial institutions which may include the loan from Bangkok Bank Public Company Limited. This may be a new loan and/or the remaining amount from the drawdown for the investment in the initial asset of TREIT and as Bangkok Bank Public Company Limited is a major shareholder of the Trustee, BBL Asset Management Company Limited, this transaction may be categorized as the acts of conflict of interest of TREIT pursuant to the Notification of the Office of the SEC No. SorRor. 27/2557 Re: Regulations relating to Conflict of Interest with Real Estate Investment Trust, dated August 20 th, 2014 which requires TREIT to disclosure information to the unitholders prior to entering into the transaction. Preliminary terms and conditions of such loan will be specified in the loan agreement between TREIT and lender. The preliminary and material conditions are as follows: Facility Type Long-term credit facility Objective To finance the property acquisition Amount Not exceeding Baht 1,005 million Maximum Interest Rate Collateral Not exceeding selected local commercial bank and/or financial institution s MLR on average of term loan. None The entry into the connected transaction of TREIT and connected persons of the REIT Manager is required to obtain an affirmative vote from a unitholders meeting with a vote of not less than three-fourths of the total votes of the unitholders attending the meeting and having the rights to vote, whereby unitholders who have special interest in this matter shall not have the rights to vote. In addition, as TREIT may obtain loan from Bangkok 6

7 Bank Public Company Limited which may be categorized as the acts of conflict of interest of TREIT, the resolution of the unitholders meeting shall not have the disapproval votes of more than one-fourth of the total issued unit trust. In this regard, as at July 3 rd, 2015 (the Book Closing Date), the unitholder who has special interest in this matter and has no right to vote is TPARK holding 42,755,300 units of TREIT representing percent of the total number of issued units of TREIT. 2. The capital increase of TREIT The REIT Manager considered the matter and deemed it appropriate to propose to the unitholders meeting for consideration and approval of the capital increase of TREIT in the amount of not exceeding Baht 2,350 million by issuance and offering of the additional unit trust in the number of not exceeding 241 million units, at the offering price of not less than Baht 10. The number and offering price of the additional unit trust shall be determined based on capital market situation, results from the demand of institutional investors through comparative analysis of demand and supply in additional unit trust (Book Building) during the offering period of the additional unit trust, value of the real properties appraised by independent appraisers and estimated return that investors expected to be received from the investment in the Additional Assets. In any event, the number of the additional unit trust shall not cause the forecasted dividend per unit and/or return of capital per unit which the unitholders expected to be received after the investment in the Additional Assets (forecasted for the period of December 1 st, 2015 November 30 th, 2016) to be lower than the forecasted dividend per unit and/or return of capital per unit] which the unitholders expected to be received from the existing assets (forecasted for the period of December 1 st, 2015 November 30 th, 2016). In addition, the final value of the capital increase of TREIT may be lower than the highest value of the capital increase, and the actual number of the additional unit trust to be offered this time may be less than the number of the additional unit trust as mentioned above. In this regard, it is appropriate to authorize the Managing Director of the REIT Manager to have the power to determine the details of assets, the reasonable investment price, and to determine the amount of the capital increase, the number of the unit trust, the offering price, including to take any other necessary actions in relation thereto until its completion in all respects. This matter shall be obtained an affirmative vote from a unitholders meeting with a vote of not less than three-fourths of the total votes of the unitholders attending the meeting and having the rights to vote, whereby unitholders who have special interest in this matter shall not have the rights to vote. In this regard, as at July 3 rd, 2015 (the Book Closing Date), there was no unitholder having special interest in this matter. In the event that the unitholders meeting does not approve the entering into the transaction in this Agenda, the REIT Manager will not propose Agenda 3 and 4 to the unitholders meeting. 7

8 REIT Manager s Opinion The REIT Manager considered the matter and deemed it appropriate for TREIT to invest in the Additional Assets and the capital increase of TREIT as proposed. The REIT Manager is of opinion relating to reasonableness of the investment value that the highest investment value of the Additional Assets from TPARK and TICON will not exceed Baht 3,300 million which is higher than the lowest appraised value of the assets made by the Appraisers approximately of Baht 2,903 million. As the Additional Assets are the real properties that have good locations and relatively new, the REIT Manager viewed that the investment and the highest investment value of the Additional Assets are appropriate. In addition, TPARK and/or TICON as the seller and/or the lessor and/or the sub-lessor would be responsible for some expenses sharing and registration fees relating to the registration of transfer of ownership and leasehold/sub-leasehold rights of the Additional Assets. As for the capital increase of TREIT, the REIT Manager expected that the proceeds from the issuance and offering of the unit trust will invest in the Additional Assets and seek benefits from such assets in order to gain profits and returns to TREIT and the unitholders and to be in accordance with the objectives of the establishment of TREIT pursuant to the Trust Deed. In addition, the REIT Manager viewed that the investment in the Additional Assets shall build up market liquidity of the unit trust of TREIT in the secondary market, as well as to give opportunity to the unitholders by increasing the return from long-term investment in the future, as well as to diversify sources of income of TREIT. Trustee s Opinion Assets as proposed by the REIT Manager for considering additional investment above are in accordance with investment policy and asset types specified in the Trust Deed. Nonetheless, at present certain assets may be subject to real right appertaining to the immovable properties or have restriction of location which may affect benefit seeking from the immovable properties, or have a risk in relation to the use of rights pursuant to the certain provisions of the lease agreements as per the opinion of financial advisor given thereto. Therefore, on the investment date, the REIT Manager may have to consider investment in only the assets that those restriction have been completely remedied in order to be in accordance with the Trust Deed. In addition, as such assets are the assets of connected person to the REIT Manager, it shall require to proceed actions as specified in the Trust Deed, i.e., if the transaction has a value of more than Baht 20 million or exceeding 3 percent of the total asset value of TREIT, it is required a resolution of the unitholders meeting with a vote of not less than three-fourths of the total votes of the unitholders attending the meeting and having the rights to vote, whereby the unitholder who has special interest in this translation, i.e. TPARK shall not cast their vote in this agenda. In this regard, the assets to be additional invested in have been entirely appraised the value against the title deeds and in accordance with the objectives of public disclosure of the information to the investors for a period of not more than 1 year by two appraisal companies which are in the approval list of the Office of the SEC, as well as the invitation letter consists 8

9 of the opinions of the independent financial advisor that has been appointed by independent directors of the REIT Manager which are in accordance with the Trust Deed and relevant laws. Agenda 3 To consider and approve the allotment of additional unit trust Background The REIT Manager considered the matter and deemed it appropriate to propose to the unitholders meeting for consideration and approval of the allotment of the additional unit trust in the number of not exceeding 241 million units as per the details as follows: (1) To allot the unit trust in the number of not less than 50 percent of total additional units to the existing unitholders whose names appear in the unit trust register book proportionately to their unitholding (Rights Offering), at the offering price of not less than Baht 10, whereby the unitholders may declare their intention to subscribe for the additional unit trust according to their entitlement or in excess of their entitlement or less than their entitlement or waive their rights to subscribe for the additional unit trust. In this regard, the Managing Director of the REIT Manager will determine the date on which the recorded unitholders are entitled to subscribe for the additional unit trust (Record Date) and the closing date of the unit trust register book to determine the rights of the unitholders to subscribe for the additional unit trust (Book Closing Date) after the Office of the SEC has approved the registration statement of TREIT, whereby the REIT Manager will further notify the Record Date, the Book Closing Date, the allotment ratio and the subscription period through the website of the Stock Exchange of Thailand (the SET ). (2) To allot the remaining unit trust from the offering in item (1) above to the public (Public Offering) at the same offering price. In the case there are remaining unit trust from the offering in items (1) and (2) above, the Managing Director of the REIT Manager shall have the power and discretion to allot such remaining unit trust to the existing unitholders who wish to subscribe for such remaining unit trust in excess of their entitlement and/or to the public and/or other investors at the same offering price for successful of the offering. The REIT Manager will allot the unit trust to any person or the same group of a person not exceeding 50 percent of the total issued unit trust of TREIT, whereby the definition of the same group of a person shall be referred to the Notification of the Capital Market Supervisory Board No. TorJor. 49/2555 Re: Issuance and Offering of Unit Trust of Real Estate Investment Trust, dated November 21st, 2012 (as amended). In addition, it is appropriate to authorize the Managing Director of the REIT Manager to have the power (1) to determine, select, and specify the Additional Assets; (2) to determine and amend terms, conditions and other details relating to the offering, such as the date on which the recorded unitholders are entitled to subscribe for the additional unit trust (Record Date) or the closing date of the unit trust register book to determine the rights of the unitholders to subscribe for the additional unit trust (Book Closing Date), the subscription period, the 9

10 offering price, the subscription ratio, the methods and conditions of payment, other details relating to offering of the additional unit trust, and details relating to the offering and allotment of the remaining additional unit trust, including the appointment of financial advisor and subscription agent(s); (3) to enter into, negotiate, agree and execute relevant documents and agreements; (4) to execute any application for approval, waiver and evidence necessary and related to the allotment of the additional unit trust, including to contact and submit such applications for approval or waiver, documents or evidence to government agencies or relevant authorities and the listing of the additional unit trust on the SET; and (5) to take any necessary and appropriate actions relating to the offering and allotment of such additional unit trust until its completion in all respects. After obtaining the approval from the unitholders meeting for the investment in the Additional Assets and the capital increase, the REIT Manager will submit the registration statement to the Office of the SEC in order to obtain their approval for the issuance and offering for sale of the unit trust. This matter shall be obtained an affirmative vote from a unitholders meeting with a majority vote of the total votes of the unitholders attending the meeting and having the rights to vote, whereby unitholders who have special interest in this matter shall not have the rights to vote. In this regard, as at July 3 rd, 2015 (the Book Closing Date), there was no unitholder having special interest in this matter. REIT Manager s Opinion The REIT Manager considered the matter and deemed it appropriate for TREIT to allot the additional unit trust as proposed. The REIT Manager is of the opinion that the increasing of unit trust will enhance the liquidity in trading of unit trust in secondary market, and increase total asset size. It will also give opportunity to the unitholders by increasing the return from long-term investment in the future, as well as to diversify sources of income of TREIT, including the benefit from more liquidity. Trustee s Opinion Procedures, conditions and allotment methods of the unit trust are under prescription by permitted law. However, after the Office of the SEC approves the registration statement of unit trust, it shall have to comply with other procedures, condition and allotment method of the unit trust specified by laws. Agenda 4 To consider and approve the amendments to the Trust Deed, including the entry and/or the amendments to other agreements relating to the operation of TREIT and the seek for benefits from the real properties in order to be in line with the investment in the additional assets Background The REIT Manager considered the matter and deemed it appropriate to propose to the unitholders meeting for consideration and approval of the amendments to the Trust Deed, including the entry and/or the 10

11 amendments to other agreements relating to the operation of TREIT and the seek for benefits from the real properties in order to be in line with the investment in the Additional Assets, by amendment, addition and/or adjustment of information and/or details relating to the Additional Assets. This matter shall be obtained an affirmative vote from the unitholders meeting with a majority vote of the total votes of the unitholders attending the meeting and having the rights to vote. In this regard, as at July 3 rd, 2015 (the Book Closing Date), the unitholder who has special interest in this matter and has no right to vote is TPARK holding 42,755,300 units of TREIT representing percent of the total number of issued units of TREIT. REIT Manager s Opinion The REIT Manager considered the matter and deemed it appropriate for TREIT to amend the Trust Deed, including to enter into and/or amend other agreements relating to the operation of TREIT and the seek for benefits from the real properties in order to be in line with the investment in the Additional Assets Trustee s Opinion -None- Since the Agenda 2-4 proposed above are related to the investment in the Additional Asset; therefore, if the unitholders meeting does not approve any Agenda as proposed above, it shall be deemed that the approval of other Agenda shall be disregarded. Agenda 5 To consider other matters (if any) The unitholders are cordially invited to attend the meeting at the date, time and place thereof. In this regard, the REIT Manager will start the registration process from 9 hrs. In case a unitholder is unable to attend the meeting yourself, you may wish to authorize a person to attend the meeting and case the vote on your behalf by completing and signing a Proxy Form attached to this invitation letter and duly affixing the stamp duty of Baht 20. In case the unitholders attend the meeting themselves and the proxy holders attend the meeting on the unitholders behalf, please present evidence of your identification for attending the meeting as per the details appeared in the Enclosure No. 8 which is delivered to the unitholders together with this invitation letter, and submit them to the REIT Manager or a designated person by the REIT Manager, prior to attending the meeting. For the unitholders convenience and the prompt registration process, the REIT Manager would like the unitholders to deliver the Proxy Form in advance by sending it to The REIT Manager of TICON Freehold and Leasehold Real Estate Investment Trust at No. 175 Sathorn City Tower, Floor 13/1, Room No. 1308, South 11

12 Sathorn Road, Khwaeng Toongmahamek, Khet Sathorn, Bangkok 10120, no later than July 26 th, 2015, or at the meeting venue prior to commencement of the meeting. Please study the Procedures of Registration, Meeting Attendance and Empowerment of Proxies as per the details appeared in the Enclosure No. 8 which is delivered to the unitholders together with this invitation letter for the unitholders benefit. If any unitholder has any questions or inquiries relating to the proxies, please contact the Investor Relations, TICON Management Company Limited, at Tel Ext. 811 and 812 during office hours and business days. Sincerely Yours, TICON Freehold and Leasehold Real Estate Investment Trust by TICON Management Company Limited The REIT Manager (Mr. Amorn Chulaluksunanukul) Managing Director 12

13 Enclosure 1 Minutes of the 2015 Annual General Meeting of Unitholders, dated April 30 th, 2015 Date, Time and Meeting Venue The 2015 Annual General Meeting of Unitholders was held on April 30, 2015, at hrs., at Grand Hall, the Bangkok Club, 28 th Floor, Sathorn City Tower, No. 175 South Sathorn Road, Khwaeng Toongmahamek, Khet Sathorn, Bangkok. Meeting started at hrs. Mr. Sun Vithespongse, the Chairman of the Board of Directors and the Independent Director of TICON Management Company Limited (the Company ) as the REIT Manager of TICON Freehold and Leasehold Real Estate Investment Trust ( TREIT ) acted as the Chairman of the Meeting (the Chairman ) and conducted the Meeting. Directors, executives and officer of the Company, Trustee, Legal Advisors, Independent Financial Advisor and Auditor who attended the Meeting are as follows: Attending Directors 5 Persons 1) Mr. Sun Vithespongse Chairman of the Board of Directors and Independent Director 2) Mr. Sopon Punyaratabandhu Independent Director 3) Mr. Kiyoshi Okubo Director 4) Mr. Chai Vinichbutr Director 5) Mr. Amorn Chulaluksananukul Managing Director Director who was absent the Meeting 1 Person 1) Mr. Virapan Pulges Director Management team and Company s officer 3 Persons 1) Mr. Pichai Chainarongloka Head of Property Management Department 2) Mr. Charasrit Voravudhi General Manager & Head of Business Development Department 3) Ms. Puvasa Prapavipas Legal and Compliance Manager and Secretary to the Board of Directors 13

14 Trustee 1 Person 1) Mr. Thawatchai Lueangsurarungse Senior Vice President BBL Asset Management Company Limited Legal advisors 2 Persons 1) Mr. Sunpasiri Sunpa-a-sa LS Horizon Limited 2) Ms. Panida Wongsriyanon LS Horizon Limited Independent Financial Advisor 1 Person 1) Mr. Yundyong Thantiviramanon Baker Tilly Corporate Advisory Services (Thailand) Limited 2) Ms. Krongkarn Noppawarn Baker Tilly Corporate Advisory Services (Thailand) Limited Auditor 1 Person 1) Ms. RosapornDecharkom Representative from EY Office Company Limited Prior to commencement of the Meeting Agenda, the Chairman assigned Ms. Puvasa Prapavipas as the Secretary to the Board of Directors to inform the Meeting of the number of unitholders attending the Meeting and the voting methods. The Secretary to the Board of Directors informed the Meeting that currently there were 17 unitholders attending the Meeting in person, holding the total unit trust in the number of 39,075,301 units, and there were 87 unitholders attending the Meeting by proxy, holding the total unit trust in the number of 133,957,702 units, in total number of unitholders attending the Meeting in person and by proxy were 104 persons, holding the total unit trust of 173,033,003 units, thereby constituting a quorum according to the Trust Deed which requires a quorum for the unitholders meeting of not less than 25 unitholders, holding the total unit trusts of not less than one-third of the total issued unit trusts. The Secretary to the Board of Directors explained procedures and voting methods as follows: 1. Unitholders shall have one vote per one unit, whereby the unitholders who had the right to vote shall not have special interest in relevant matter. In casting votes by the unitholders in any matter, TREIT would not count the votes of the unitholder(s) or any same group of persons of the unitholders who had special interest in such matter. 2. In casting votes in each agenda, the Chairman would ask for unitholders who disapproved or abstained their votes. Those shall mark their votes in the ballots and signed thereon and raised their hand in order for the officers to collect the ballots for vote calculations. Unitholders who approved shall mark their votes 14

15 in the ballots and gave such ballots to the officer after the Meeting adjourned, except for the case of proxy that the grantors had already specified their votes and such votes were recorded during the registration process. 3. For vote counting, it shall deduct disapproval and abstention votes from the total votes. For those who did not raise their hand nor give ballots, it shall be deemed acknowledged and approved as proposed. The Chairman would announce the voting results in each agenda after the casting votes in each agenda were completed. The unitholders who gave the disapproval and abstention ballots after the Chairman announced the voting results, it shall not count such votes for vote counting. 4. The approval ballots shall be collected after the Meeting adjourned, thus, please hand the ballots to the officer before leaving the Meeting room. 5. If any unitholders or the proxy holders had any questions or would like to express their opinions, they could inquire in each relevant agenda. In case there were any questions or opinions which were not relevant to such agenda, please ask or express their opinions in the last agenda of the Meeting. Those shall state their full name and whether they were the unitholders attending the Meeting themselves or were the proxy holders for Meeting recording propose. Questions and opinions shall beconcise in order for other unitholders rights to chance of asking questions and expressing their opinions. The Chairman declared the Meeting to open and conducted the Meeting according to the Meeting Agenda as follows: Agenda 1 To acknowledge the operating results of TREIT for the year ended on 31 December 2014 The Chairman asked Mr. Amorn Chulaluksananukul (Managing Director) to present details of this Agenda to the Meeting. The Managing Director reported the operating result of TREIT for the year end when was during the period of December 12 th -31 st,2014 since TREIT established on December 12 th, 2014 and having assets transferred to TREIT on December 22 nd and 23 rd, 2014, respectively. TREIT had major income from rental and service fees from factories and warehouses. Other income was from guarantee lessee by TPARK of the vacant warehouses of Baht 11,696,731 in total. Operating expenses were mainly from land and property tax, and other expenses were fees for the Trustee and the REIT Manager. 15

16 TREIT had its earnings before deferred expenses and interest in the amount of Baht 9,720,455, the deferred expenses of Financial Advisory and Underwriting Fee in the amount of Baht 793,424. Such Financial Advisor and Underwriter were appointed to underwrite the unit trust to investors during the establishment of TREIT, and the interest expenses in the amount of Baht 954,247 from borrowing money to invest in assets of TREIT. In addition, TREIT had its net investment income in the amount of Baht 7,972,784 and net asset value per unit trust as of December 31 st, 2014 was Baht The Chairman stated that the Trustee had no opinion and this Agenda was for acknowledgement; thus, there was no voting. None of the unitholders asked question. The Chairman, then, informed to the Meeting to acknowledge the operating results of TREIT ended December 31 st, Resolution The Meeting acknowledged the operating results of TREIT for the year ended Agenda 2 To acknowledge the report on the audited financial statements of TREIT for the year ended on 31 December 2014 The Chairman asked the Managing Director to present details of this Agenda to the Meeting. The Managing Director reported that TREIT had total assets in the amount of Baht 4,506,774,263, comprising investment in assets of approximately Baht 4,220,000, cash of approximately Baht 223,000,000 and accounts receivable of approximately Baht 12,000,000. TREIT had total liabilities of Baht 1,073,801,479, comprising loan of approximately Baht 860 million and deposits received from lessees after the transfer of assets to TREIT (by BBL Asset Management Company Limited acting as the Trustee of TREIT) which were considered as liabilities of TREIT and to be return to lessees if the lease agreement is expired and such lessees were not breach of the lease and service agreements. Currently, such amount was deposited and incurred interest income. TREIT had its net assets in the amount of Baht 3,432,972,784 and net investment income for the year 2014 in the amount of Baht 7,932,

17 The Chairman stated that the Trustee had no opinion and this Agenda was for acknowledgement; thus, there was no voting. None of the unitholders asked question. The Chairman, then, informed to the Meeting to acknowledge the report on the audited financial statements of TREIT of the year ended on December 31 st, Resolution Agenda 3 The Meeting acknowledged the report on the audited financial statements of TREIT for the year ended December 31 st, To consider and approve the investment in the additional assets The Chairman asked the Managing Director to present details of this Agenda to the Meeting. The Managing Director reported that the source of funds that TREIT would utilize was from loan with BBL Bank Public Company Limited, whereby assets TREIT will additionally invest were 12 units in total, comprising 2 units of factories and 10 units of warehouses. Those were located in 4 locations where were the factories in Rojana Industrial Park and Hemaraj Chonburi Industrial Estate and the warehouses in TICON Logistics Park Bangna and TICON Logistics Park Wangnoi 2, all of which had the total building area of 23,700 square meters on the land area approximately 34 rais. As the assets in Rojana Industrial Park, Hemaraj Chonburi Industrial Estate and TICON Logistics Park Wangnoi 2, TREIT would acquire by way of ownership, while the assets in TICON Logistics Park Bangna, TRET would acquire by way of leasehold right since the land in Bangna area had high value and if TREIT invested in ownership, it would result in return to unitholders which might not be satisfied. Value of the investment assets was not exceeding Baht 472 million derived from the 2 appraisers under the approval list of the Office of the Securities and Exchange Commission of Thailand, namely KnightFrank Charter (Thailand) Co., Ltd. and Nexus Property Consultant Co., Ltd. These two appraisers had appraised the value of assets comparatively, and the final value that TREIT would additionally invest shall not exceed 5 percent higher than the lowest appraised value of the asset made by an appraisal company. The Chairman then asked for the Trustee s opinions in relation to the investment in additional assets this time. 17

18 Mr. Thawatchai Lueangsurarungse, Senior Vice President of BBL Asset Management Company Limited acting as the Trustee of TREIT viewed that the additional assets to be invested by TREIT were in compliance with the Trust Deed which were the investment in warehouses and factories. The sale and purchase of these assets was the transaction with a related person of the REIT Manager and that related person had its investment value of more than 3 percent of the net asset value. Therefore, it was required an independent financial advisor to render opinions to the unitholders and the unitholders had acknowledged opinions of the financial advisor. Further, such assets had been appraised by the appraisers which were approved by the Office of the Securities and Exchange Commission and the appraisal s reports had been conducted in a completed form with an appraisal period of not exceeding 1 year which were complied with the Trust Deed and relevant laws. Therefore, the Trustee opined that the additional assets to be invested were in accordance with the Trust Deed. Additionally, the Chairman explained that the transaction between TREIT and a related person of the REIT Manager must obtain an affirmative vote from the unitholders meeting with a vote of not less than three-fourths of the total votes of the unitholders attending the meeting. The unitholder who are the related person and had special interest in this Agenda had no right to vote was TICON Logistics Park Company Limited ( TPARK ). The Chairman asked if any unitholders had any question. A unitholder asked about the value of the leasehold right of land in Bangna project since the appraised value was approximately Baht 160 million for a lease term of 30 years and whether the land currently had any lessees. The Managing Director answered to the unitholder that TREIT appraised the value of assets by using income approach method, not cost approach method. And the land was fully occupied by the lessees for a total of 6 units. As for the land price in Bangna, the current sale and purchase price per rai was approximately Baht 4-6 million and the appraised value of assets conducted by the appraisers must be calculated by an average per square meter. The unitholder asked another question whether the leasehold right was only on the land and whether the warehouse would be separately appraised. The Managing Director answered the unitholder that the appraisal method applied income approach method by considering the case where present value of rental income from such 18

19 warehouse based on lease period of 30 years under investment in leasehold right. If TREIT invested in ownership, it would consider the prices of land and warehouses. As such, TREIT would consider the way of investment of which type of investment-ownership or leasehold provides better benefit in form of yield return to the unitholders. Ms. Jinpak Pornpibon (the unitholder) asked about approximate monthly income of TREIT in the case that the warehouses were fully occupied by lessees. Mr. Charasrit Voravudhi, General Manager & Head of Business Development Department, explained that income from the rental fee per annum was approximately of Baht 43,000,000 or approximately Baht 3-4,000,000 per month. In addition, Ms. Jinpak Pornpibon (the unitholder) asked how TREIT determined lease term for each lessee, renewal times, and right to renew the lease term whether there was specified in number or not. The Managing Director explained that the lease term was mostly 3 year-period and the lessees had option to renew. A reason that the lease term was determined of 3 years was for tax planning. However, it depended on lessee s policies. Moreover, TREIT did not limit number of renewal; thus, the lessee is eligible to renew its lease continually. There was no any question in this Agenda. The Chairman, then, asked the unitholders to cast their votes in this Agenda by asking the unitholders who disapproved or abstained the votes to raise their hand in order for officers to collect the ballots. The Secretary to the Board of Director informed to the Meeting that this Agenda had 12 additional unitholders attending the Meeting, holding the total unit trust in the number of 51,603,000 units, totaling to the number of unitholders attending the Meeting for 116 persons, holding the total unit trust in the number of 224,636,003 units. 19

20 Voting results of this Agenda are as follows: Types of Voting Results Number of Votes Percentage Approved 180,630, Disapproved 1,250, Abstained The voting result excludes the votes of TPARK in the number of 42,755,300 units (information as of the book closing date on March 30 th, 2015) as being the unitholder who had special interest in this matter. Resolution Agenda 4 The Meeting approved the investment in the additional assets with 180,030,703 votes which is not less than three-fourths of the total votes of the unitholders attending the meeting and having the rights to vote. To consider and approve the amendments to the Trust Deed, including the entry and/or the amendments to other agreements relating to the operation of TREIT and the seek for benefits from the real properties in order to be in line with the investment in the additional assets The Chairman asked the Managing Director to present details of this Agenda to the Meeting. The Managing Director explained that since the Trust Deed specifies only the initial assets invested by TREIT, it was necessary to add details of the assets to be invested by TREIT this time in the Trust Deed. Other words or statements as specified in the Trust Deed which were not amended shall have the same respective meanings so long as they did not contradict to the Trust Deed. The amendment shall form an integral part of the Trust Deed and it must be interpreted and used without severalty. The Chairman informed that the Trustee did not have opinion in this Agenda and it shall obtainan affirmative vote from the unitholders meeting with a majority vote of the total votes of the unitholders attending the meeting and having the rights to vote, wherebythe unitholder who had special interest in this Agenda and had no right to vote was TICON Logistics Park Company Limited ( TPARK ). The Chairman asked if any unitholders had any question. 20

21 Ms. Jinpak Pornpiboon (the unitholder) suggested to the Company to consider statements and details to be added in the Trust Deed to be precise and in accordance with the facts and asked if the capital increase this time provided opportunity for the unitholders to invest or not. The Managing Director answered the unitholders that the Company did not amend material matters of the Trust Deed. Any amendment to the Trust Deed shall require the REIT Manager to propose to the unitholders meeting to consider an approval by obtaining Trustee s agreement. In the case, the Company would appoint legal advisor to assist in amendment process. The Managing Director also explained that this investment was not the capital increase but the Company would utilize the remaining loan from the first drawdown of TREIT s initial asset investment which had lower cost. However, the capital increase was a matter that the Company may additionally consider in the future. The Secretary to the Board of Director informed to the Meeting that this Agenda had 1 additional unitholder attending the Meeting, holding the total unit trust in the number of 2,718,300 units, totaling to the number of unitholders attending the Meeting for 117 persons, holding the total unit trust in the number of 227,354,303 units. Voting results of this Agenda are as follows: Types of Voting Results Number of Votes Percentage Approved 184,599, Disapproved Abstained The voting result excludes the votes of TPARK in the number of 42,755,300 units (information as of the book closing date on March 30 th, 2015) as being the unitholder who had special interest in this matter. Resolution The Meeting approved the amendments to the Trust Deed, including the entry and/or the amendments to other agreements relating to the operation of TREIT and the seek for benefits from the real properties in order to be in line with the investment in the additional assets,with 184,599,300votes which is more than a majority vote of the total votes of the unitholders attending the meeting and having the rights to vote. 21

22 Agenda 5 To consider other matters (if any) No person proposed any matter to the Meeting for consideration. No person asked or had any additional opinion. The Chairman, then, thanked to the unitholders and declared the 2015 Annual General Meeting of Unitholders adjourned at 10.53hrs. Signed -Mr. Sun Vithespongse- (Mr. Sun Vithespongse) Chairman of the Board of Directors Meeting Recorder Ms. Puvasa Prapavipas (Secretary to the Board of Directors) TICON Management Company Limited The REIT Manager 22

23 Summary of the Appraisal Report of the Appraisal Companies Enclosure 3 23

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30 Enclosure 4 Information Memorandum regarding the Acquisition of Assets of TREIT and the Transaction of TREIT and Connected Persons of the REIT Manager As TICON Management Company Limited (the Company and the REIT Manager ), the REIT Manager of TICON Freehold and Leasehold Real Estate Investment Trust ( TREIT ), has convened the Board of Directors Meeting No. 4/2015 on June 16 th, 2015, and the Board of Directors Meeting had passed its resolutions to propose to the Extraordinary General Meeting of Unitholders No. 1/2015 for consideration and approval of the investment in the additional assets and the capital increase, details of which are as follows: 1. Transaction Date After obtaining approvals from the Extraordinary General Meeting of Unitholders No. 1/2015 and from the Office of the Securities and Exchange Commission (the Office of SEC ) on the relevant matters, and after completion of the issuance and offering of the additional unit trust of TREIT which is expected to be completed within the first quarter of the Parties Involved and Relationship with TREIT TICON Industrial Connection Public Company Limited ( TICON ) and TICON Logistics Park Company Limited ( TPARK ) are connected persons of the REIT Manager since TICON is a major shareholder of the REIT Manager which holds the shares of approximately 70 percent of the total voting rights in the REIT Manager, and it is also a controlling person of the REIT Manager (whereby Mitsui & Co (Asia Pacific) PTE LTD holds the shares of approximately 30 percent of the total voting rights in the REIT Manager). In addition, TICON is also a major shareholder of TPARK pursuant to the Notification of the Office of the SEC No. SorRor. 26/2555 Re: Provisions concerning Lists and Statements in the Trust Deed of the Real Estate Investment Trust, dated November 21 st, 2012 (as amended). 3. General Characteristics of the Transaction and Detail of Assets TREIT will utilize the proceeds from issuance and offering of the additional unit trust and/or loan to invest in the additional assets (the Additional Assets ) from TPARK and TICON in the total amount of not exceeding Baht 3,300 million. In this regard, parts of the Additional Assets have been approved for the investment by the 30

31 Annual General Meeting of Unitholders for the Year 2015 dated April 30 th, 2015 (the Approved Assets ) 3. However, after having studied details of the Approved Assets and time for preparation of such Approved Assets, the REIT Manager deemed it appropriate to adjust the investment structure by including the investment in the Approved Assets to be part of the Additional Assets this time and cancelling the resolutions relevant to the investment in the Approved Assets, including consideration and approval of the investment in the additional assets to be proposed this time with the Approved Assets (altogether the Additional Assets). The final investment value of the Approved Assets will remain the same criteria which does not exceed 105 percent of the lowest appraised value of the total asset value made by the Appraisers. The final investment value of the remaining Additional Assets will not exceed 116 percent of the lowest appraised value of the total asset value. The Additional Assets shall comprise the following. 1. Ownership of land with an approximate area of 79 rai 3 ngan 61.8 square wah, and ownership of 6 warehouse buildings with 26 units having an approximate area of 66,000 4 square meters. Those are currently owned by TPARK and located in the projects as follows: Units of warehouse buildings at TICON Logistics Park Wangnoi 2 project, locating at Tambol Payom, Amphur Wang Noi, Phra Nakhon Si Ayutthaya Province; Units of warehouse buildings at TICON Logistics Park Eastern Seaboard 1 (B) project, locating at Tambol Pluak Daeng, Amphur Pluak Daeng, Rayong Province; Units of warehouse buildings at TICON Logistics Park Laemchabang 2 project, locating at Tambol Nong Kham, Amphur Sriracha, Chonburi Province; Units of warehouse buildings at TICON Logistics Park Panthong 1 project, locating at Tambol Panthong, Amphur Panthong, Chonburi Province. 2. Leasehold right of land for a period of 30 years from the date of the registration of the leasehold right with an approximate area of 12 rai 0 ngan 68.0 square wah, and ownership of 2 warehouse buildings with 6 units having an approximate area of 9,100 square meters, at TICON Logistics Park Bangna project, locating at Tambol Bangsamak, Amphur Bangpakong, Chachoengsao Province, currently owned by TPARK. 3 The Approved Assets shall mean the assets in TICON Logistics Park Wangnoi 2 project, TICON Logistics Park Bangna project, Rojana Industrial Park and Hemaraj Chonburi Industrial Estate. 4 If calculating the area of the warehouse buildings pursuant to the construction license, it shall equal 66,562 square meters. The difference of such area is due to measurement method and reproduction performed by the governmental agency on site. Whatsoever such difference will not affect rental revenue of TREIT, this is due to the fact that the rental revenue is calculated from the area of warehouse buildings stated in the lease agreement. In the meantime, since the area of warehouse buildings stated in such lease agreement is less than area of warehouse buildings pursuant to the construction license; therefore, there will be no adverse impact to TREIT in legal aspect. 31

32 3. Leasehold right of land for a period of 30 years from the date of the registration of the leasehold right with an approximate area of 62 rai 1 ngan 58.4 square wah, and leasehold right of 2 warehouse buildings with 13 units for a period of 30 years from the date of the registration of the leasehold right having an approximate area of 56,700 square meters, at TICON Logistics Park Bangplee 3 project, locating at Tambol Bangpla, Amphur Bangplee, Samut Prakarn Province, currently owned by TPARK. 4. (Partial) sub-leasehold right of land for an approximate period of 27 years from the date of the registration of leasehold right (until February 21 st, 2043) 5 with an approximate area of 3 rai 0 ngan 17.5 square wah, and leasehold right of 1 warehouse building with 1 unit for an approximate period of 27 years from the date of the registration of leasehold right (until February 21 st, 2043) having an approximate area of 1,482 square meters, at TICON Logistics Park Bangplee 1 project, locating at Tambol Bangsaothong, Amphur Bangplee, Samut Prakarn Province, the land currently leased by TPARK and warehouses currently owned by TPARK. 5. Ownership of land with an approximate area of 14 rai 1 ngan 74.5 square wah, and ownership of 3 factory buildings having an approximate area of 7,050 square meters. Those are currently owned by TICON and located in the projects as follows: Factory building of Rojana Industrial Park, locating at Tambol Ban Chang, Amphur U- Thai, Phra Nakhon Si Ayutthaya Province; Factory building of Hemaraj Chonburi Industrial Estate, locating at Tambol Bowin, Amphur Sriracha, Chonburi Province; Factory building of Amata City Industrial Estate project, locating at Tambol Mabyangporn, Amphur Pluak Daeng, Rayong Province. 6. Leasehold right of land for a period of 30 years from the date of the registration of the leasehold right with an approximate area of 24 rai 2 ngan 47.0 square wah, and leasehold right of 4 factory buildings for a period of 30 years from the date of the registration of the leasehold right having an approximate area of 14,850 square meters, at Amata Nakorn Industrial Estate, locating at Tambol Panthong and Tambol Nong Kakha, Amphur Panthong, and Tambol Donhuaror, Amphur Muang Chonburi, Chonburi Province, currently owned by TICON. The sources of funds for the investment in the Additional Assets this time will be from (1) the capital increase by issuance and offering of the additional unit trust to the existing unitholders whose names appear in the unit trust register book proportionately to their unitholding (Rights Offering) and to the public (Public Offering) and/or (2) bank loan and/or loan from financial institutions which may include the loan from Bangkok Bank Public Company Limited. This may be a new loan and/or the remaining amount from the drawdown for the investment in the initial asset of TREIT. 5 The Additional Assets in item no. 4 are located in the same area as of the assets invested in by TREIT by the use of proceeds from issuance and offering of the unit trust at the initial public offering ( IPO ), and the loan from Bangkok Bank Public Company Limited. The warehouse located thereon was at that time under construction. 32

33 Nonetheless, the REIT Manager may select to invest in any item of the Additional Assets, provided that the REIT Manager will substantially take into account the benefits of TREIT and unitholders. Details of the Additional Assets are appeared in the tables attached hereto. 4. Total Consideration Value The total value of the consideration for the Additional Assets shall not exceed Baht 3,300 million which will be settled by cash and/or check and/or wire transfer. After calculation of the size of the transaction, the value of such is more than 3 percent of the net asset value of TREIT as at March 31 st, 2015 which was equal to Baht 3, million. 5. Value of the Additional Assets The total value of the investment in the Additional Assets of TREIT will not exceed Baht 3,300 million which is referred to the appraised value made by 2 appraisal companies which are Knight Frank Charter (Thailand) Co., Ltd. ( Knight Frank ) and Nexus Property Consultant Co., Ltd. ( Nexus ) (altogether called the Appraisers ), who are in the approval list of the Office of the SEC and appointed to appraise the value of each of the Additional Assets. Details of the appraised value of the Additional Assets which was appraised by the Appraisers appear in the table below. Investment Value in Comparison with Appraised Value pursuant to Income Approach Method Details of the value of the Additional Assets and Information of the appraised value pursuant to the income approach method are as follows: Type of Assets Characteristic of Investment Approved Assets Leasehold right of land and ownership of Warehouse warehouse Ownership of land and warehouse Ownership of land and Factory factory Highest Investment Value of Additional Assets (Million Baht) Not exceeding Not exceeding Not exceeding Total Asset Value (1) (Million Baht) Knight Frank Nexus Percentage of Difference between Investment Value and Lowest Appraised Value (2) (Percent)

34 Type of Assets Characteristic of Investment Total value of Approved Assets Highest Investment Value of Additional Assets (Million Baht) Not exceeding Total Asset Value (1) (Million Baht) Knight Frank Nexus Percentage of Difference between Investment Value and Lowest Appraised Value (2) (Percent) Not exceeding 105 Remaining Additional Assets to Be Approved Other Than The Approved Assets Ownership of land and Not exceeding 1, , warehouse 1, Leasehold right of land and warehouse Warehouse (Partial) sub-leasehold right of land and leasehold right of warehouse Ownership of land and factory Factory Leasehold right of land and factory Total value of remaining Additional Assets Total value of the Additional Assets Not exceeding 1, Not exceeding Not exceeding Not exceeding Not exceeding 2, Not exceeding 3, , , Not exceeding 116 2, , Not exceeding 114 Remarks (1) Appraised value pursuant to the income approach method which was made by Knight Frank and Nexus is as at April 1 st, (2) The highest investment value is calculated on the percentage of the lowest appraised value of the total asset pursuant to the income approach method. In any event, the final investment value of the Approved Assets will remain the same criteria which does not exceed 105 percent of the lowest appraised value of the total asset value made by the Appraisers. The final investment value of the remaining Additional Assets will not exceed 116 percent of the lowest appraised value of the total asset value. 34

35 6. Criteria for Determination of Consideration Value For this capital increase, the REIT Manager shall determine the offering price of the additional unit trust based on various factors such as capital market situation, results from the demand of institutional investors through comparative analysis of demand and supply in additional unit trust (Book Building) during the offering period of the additional unit trust, value of the real properties appraised by independent appraisers and estimated return that investors expected to be received from the investment in the Additional Assets. 7. Expected Benefits to TREIT The REIT Manager expects that the increase in TREIT s capital will build up market liquidity of the unit trust of TREIT in the secondary market. In addition, it will give opportunity to the unitholders by increasing the return from long-term investment in the future, as well as to diversify sources of income of TREIT. 8. Source of Funds for Investment in the Additional Assets (1) From the capital increase by issuance and offering of the additional unit trust to the existing unitholders whose names appear in the unit trust register book proportionately to their unitholding (Rights Offering) and to the public (Public Offering). (2) From bank loan and/or loan from financial institutions which may include the loan from Bangkok Bank Public Company Limited, subject to internal approval from such bank and/or financial institutions. (This may be a new loan and/or the remaining amount from the drawdown for the investment in the initial asset of TREIT.) 9. Approval of Investment in Additional Assets The entry into a connected transaction of TREIT and connected persons of the REIT Manager is required to obtain an affirmative vote from a unitholders meeting with a vote of not less than three-fourths of the total votes of the unitholders attending the meeting and having the rights to vote, whereby unitholders who have special interest in this matter shall not have the rights to vote. A quorum of the meeting at which the resolution is to be obtained must comprise at least 25 unitholders or not less than one-half of the total number of unitholders holding in aggregate at least one-third of the total number of issued units of TREIT. In addition, as TREIT may obtain loan from Bangkok Bank Public Company Limited which may be categorized as the acts of conflict of interest of TREIT pursuant to the Notification of the Office of the SEC No. SorRor. 27/2557 Re: Regulations relating to Conflict of Interest with Real Estate Investment Trust, dated August 20 th, 2014, the resolution of the unitholders meeting shall not have the disapproval votes of more than one-fourth of the total issued unit trust. 35

36 10. Opinion of the Board of Directors of the REIT Manager regarding the Entry into the Transaction The Board of Directors of the REIT Manager has considered details regarding the transaction and is of the opinion that the Additional Assets have been selected and evaluated appropriately, e.g., due diligence conduct in details of related legal matters in the assets, licenses and agreements, analysis in reasonableness of the value of the asset, asset appraisal by the appraisal companies and main appraiser which has been approved by the Office of the SEC, and it conducts as to be in line with TREIT s objectives and its strategy of long-term enhancement in order to generate appropriate income and return to the unitholders. The REIT Manager also takes into account the return to be received from the assets which is expected to be the same level as those invested in the initial investment. The highest investment value of the Additional Assets from TICON and TPARK shall not exceed Baht 3,300 million (higher than the lowest appraised value of the assets made by the Appraisals at approximately not exceeding Baht 2,903 million). In this case, the Board of Directors of the REIT Manager viewed that such highest investment value is an appropriate price and acceptable since the assets are in good location, conditions and in industrial zone. The value of the assets tend to be higher and will be more attractive to investor and lessee. 11. Characteristics of Business and Business Development of TREIT TREIT has its objectives to issue securities as unit trust of the Real Estate Investment Trust (REIT) for the public offering. The REIT Manager shall subsequently submit application to list the unit trust as listed securities on the Stock Exchange of Thailand (the SET ). After the IPO, TREIT will utilize the proceeds received from the public offering to invest in main properties as the first investment. TMAN as the REIT Manager will serve in various management roles including the investment and obtain benefits from properties, seek out sources of funds and selection of the property managers. The REIT Manager has appointed TPARK and TICON as the Property Managers of the properties in the first investment, in order to exploit benefits from these properties by leasing, subleasing, transfer and/or sale of properties invested or owned by TREIT. TREIT will receive income in the form of rental fee, service fee and/or common service fee from the exploitation of its properties. TREIT will invest in 2 categories which are main properties and additional properties as a mean to manage its surplus liquidity to generate benefits for TREIT and its unitholders. 1. TREIT has policy to invest in main properties which are real properties such as land and structures those are warehouses, factories and/or offices. 2. TREIT may invest in main properties indirectly by holding shares of a company established with the objective to operate the same way as TREIT according to the Trust Deed. In this regard, TREIT has to hold shares in this company not less than the ratio specified by law, which is currently at 99 percent of the total issued shares and the number of voting rights. The REIT Manager and the Trustee must have measures or rules to 36

37 supervise and control the company to operate its business according to the Trust Deed and regulations as prescribed by the Office of the SEC, the Securities and Exchange Commission and/or the Capital Market Supervisory Board. 3. TREIT may also invest in additional real properties in the types other than item 1 and 2, or other assets as the Office of the SEC, the Securities and Exchange Commission and/or the Capital Market Supervisory Board will notify as the main properties. 12. Name List of First 10 Unitholders and Management Structure of TREIT 1. Information of Unitholders as at July 3 rd, 2015 (which is the Book Closing Date) No. Unitholders Number of Units Held Percentage 1. Social Security Office 50,000, TICON Logistics Park Company Limited 42,755, MITSUI & CO. (ASIA PACIFIC) PTE. LTD. 35,000, Muang Thai Life Assurance PCL. 20,200, Bangkok Life Assurance PCL. 20,000, Bangkok Insurance PCL. 10,000, Government Savings Bank 10,000, Southeast Life Insurance PCL. 10,000, TMB Property Income Plus Fund 4,212, MFC Property Wealth Fund 3,986, Management Structure The management structure of the Company as REIT Manager consists of the board of directors and the executives as shown below: 37

38 Board of Directors Complaint Sub-committee Mediation Sub-committee Managing Director Internal Auditor Appointed Third Party Business Development Finance & Accounting Dept. Property Management Dept. Compliance & Investment Relations Dept. 13. Related Transaction in Previous Year 1. Related Transaction of TREIT with REIT Manager 1.1 Related Transaction of TREIT with Major Shareholders of REIT Manager Major shareholder of the REIT Manager is TICON. Nature of Relationship TICON is a major shareholder of the REIT Manager which holds the shares of approximately 70 percent of the total voting rights in the REIT Manager, and it is also a controlling person of the REIT Manager Nature of Transaction 1) TREIT acquired 20 factories from TICON at the first investment. 2) The REIT Manager engages TICON as the Property Manager to manage such assets. Opinion and Conditions 1) Under investment in TICON s assets, TREIT invested at the price higher than the lowest bound of appraised value more than 5 percent but not over percent which is considerably acceptable because these propertied can potentially generate value-added to recurring income for The final invested price was set by book building which reflect form the market and expected return on investment during offering period. Moreover, investor will receive cash back form excess liquidity. 38

39 2) The REIT Manger engages TICON as property manager for factory and pay management fee which the rate is not exceed the fee set in property manager contract. 1.2 Related Transaction of TREIT with Juristic Person who Has the Same Major Shareholder with REIT Manager Juristic person who have the same major shareholder as one major shareholder as one of the REIT Manager. Such major shareholder is TICON which holds percent of the registered capital and paid-up capital in the company. Nature of Transaction 1) TPARK sold, let and subleased 14 warehouses (for 25 units) to TREIT such as ownership of warehouses, long-term leasehold rights of land and warehouses. 2) The REIT Manager engages TPARK as the Property Manager to manage warehouses. Opinion and Conditions 1) Under investment in TICON s assets, TREIT invested at the price higher than the lowest bound of appraised value more than 5 percent but not over percent which is considerably acceptable because these propertied can potentially generate value-added to recurring income for The final invested price was set by book building which reflect form the market and expected return on investment during offering period. Moreover, investor will receive cash back form excess liquidity. 2) REIT Manger engages TICON as property manager for warehouse and pay management fee which the rate is not exceed the fee set in property manager contract. 2. Transaction of TREIT with the Trustee and the Related Parties of Trustee For investment and seeking benefits from the assets at the first investment, TREIT had entered into the transactions with the related parties of Trustee, i.e. between Trustee and its major shareholder, i.e. Bangkok Bank Public Company Limited ( BBL ). Nature of Relationship BBL holds 75 percent of shares in BBLAM as the Trustee of TREIT. Moreover, BBL was engaged in other roles as follows 1) Financial Advisor 2) Firm Underwritter 3) Unitholder in case of not fully subscribed. 39

40 4) Lender Opinion and Conditions 1) Trustee will look after the payment of any service fees according to the loan agreements as disclosed in the Prospectus and agreed by REIT Manager. 2) The loan is the customized transaction provided to TREIT, for example, terms and conditions conforming with specific characteristics of TREIT. Such conditions can be compared to the general conditions that BBL offers to other customers in similar industries and under similar conditions (such as right between creditors and shareholders /unitholders and other risk factors) which BBL acknowledges and well aware of such conditions. Trustee will pay the principal and interest repayments according to the loan agreements as disclosed in the Prospectus and agreed by REIT Manager. 14. Summary of Financial Status of TREIT The followings are the audited financial highlights: 1. Financial Operating Performance of December 12 th - 31 st, 2014 and 1 st Quarter of 2015 (March 31 st, 2015) (Unit: THB Million) December 31 st, 2014 (December 12 th 31 st, 2014) 1 st Quarter of 2015 (March 31 st, 2015) Total Rental & Service Other Incomes Total Income Total Expenses (1.98) (20.25) EBITDA Amortization of Deferred Expenses (0.79) (3.57) Interest Expenses (0.95) (9.60) Net Investment Income

41 2. Financial Statement of December 12 th - 31 st, 2014 and 1 st Quarter of 2015 (Unit: THB Million) December 31 st, 2014 (December 12 th 31 st, 2014) 1 st Quarter of 2015 (March 31 st, 2015) Assets 4, , Liabilities 1, Net Assets 3, , Revenues Net Investment Income Net Asset Value per Unit Trust : Unit Trust : Unit Trust 15. Outstanding Debt with Maturity Current outstanding debt: Bank loan from Bangkok Bank Company Limited in the amount of Baht 860 million which will be due on June Anticipated new debt: Bank loan and/or loan from financial institution in the amount of not exceeding Baht 1,005 million, preliminary terms and conditions of which will be specified in the loan agreement between TREIT and lender. The REIT Manager hereby certifies that the information contained in this report is true and complete in all respects. Sincerely Yours, TICON Freehold and Leasehold Real Estate Investment Trust by TICON Management Company Limited as REIT Manager (Mr. Amorn Chulaluksananukul) Managing Director 41

42 Prospective Statement of Income Enclosure 6 42

43 43

44 44

45 45

46 TICON FREEHOLD AND LEASEHOLD REAL ESTATE INVESTMENT TRUST NOTE TO THE PROSPECTIVE STATEMENTS OF INCOME For the 12 months projection period from 1 December 2015 to 30 November GENERAL INFORMATION TICON Freehold and Leasehold Real Estate Investment Trust (the Trust ) was established in accordance with the Trust for Transaction in Capital Market Act BE 2550 on 12 December BBL Asset Management Company Limited acts as the Trustee and TICON Management Company Limited acts as the REIT Manager. On 9 January 2015 the Stock Exchange of Thailand approved the listing of the Trust s units and permitted their trading under the abbreviated security name of TREIT. The Trust s objectives are to raise funds domestically and internationally from general investors who are natural persons or juridical persons and to use the proceeds from such fundraising to acquire, lease and/or sub-lease immovable properties and seek benefits from these properties. This includes investment in other properties and/or securities and/or seeks interest by any other means as prescribed by security laws and/or other relevant laws. The proceeds from the first Initial public offering and bank borrowing have been used to invest in warehouse buildings of TICON Logistic Park Company Limited ( TPARK ) and land and factory buildings of TICON Industrial Connection Public Company Limited ( TICON ) by entering into the sublease on land agreements, lease on land and warehouse building agreements and agreements to buy and to sell land and building premises. Details of current invested properties are as follows: 1. Land and warehouses of TPARK with 160,523 square meters of net leasable area and 205 rai 52.1 square wah of land. The details are as follows: 1.1. Freehold right in the land and building of eight warehouses divided into 12 units with 79,988 square meters of net leasable area and 99 rai 98.5 square wah of land. The details are as follows: Freehold right in the land and building of two warehouses divided into four units with 15,800 square meters of net leasable area and 16 rai 48.4 square wah of land, located in TICON Logistics Park Eastern Seaboard 2, Bo Win subdistrict, Si Racha district, Chonburi province Freehold right in the land and building of three warehouses divided into five units with 44,418 square meters of net leasable area and 56 rai 2 ngan 15.9 square wah of land, located in TICON Logistics Park Sriracha, Surasak and Bang Phra sub-district, Si Racha district, Chonburi province Freehold right in the land and building of two warehouses divided into two units with 9,750 square meters of net leasable area and 13 rai 2 ngan 26.2 square wah of land, located in TICON Logistics Park Laemchabang 2, Nong Kham sub-district, Si Racha district, Chonburi province Freehold right in the land and building of one warehouse, one unit with 10,020 square meters of net leasable area and 13 rai 8 square wah of land, located in Rojana Industrial Park (Prachinburi), Hua Wa sub-district, Si Maha Phot district, Prachinburi province Leasehold right in the land and freehold or leasehold right in building of six warehouses divided into 13 units with 80,535 square meters of net leasable area and 105 rai 3 ngan 53.6 square wah of land. The details are as follows: Leasehold right of land for 30 years from the date of leasehold right registration with a total area of 7 rai 46 square wah, and freehold right of one warehouse building, four units with a total area of 5,540 square meters, located in TICON Logistics Park Bangna, Bang Wua sub-district, Bang Pakong district, Chachoengsao province. 46

47 1.2.2 Leasehold right of land for 28 years from the date of leasehold right registration (until 21 February 2043) with a total area of 98 rai 3 ngan 7.6 square wah, and leasehold right of five warehouse buildings, nine units with a total area of 74,995 square meters, located in TICON Logistics Park Bangplee 1, Sisa Chorakhe Yai sub-district, Bang Sao Thong district, Samut Prakan province. Leasehold right in land of TICON Logistics Park Bangplee 1 includes direct leasehold right and sub-leasehold right in land from TPARK. 2. Freehold right in the land and building of 20 factories of TICON, with 54,000 square meters of net leasable area and 101 rai 1 ngan 92.2 square wah of land. The details are as follows: 2.1. Freehold right in land and building of two factories with 6,750 square meters of net leasable area and 11 rai 2 ngan 27.6 square wah of land, located in Amata City Industrial Estate, Mapyangphon sub-district, Pluak Daeng district, Rayong province Freehold right in the land and building of 11 factories with 33,350 square meters of net leasable area and 66 rai 1 ngan 45.6 square wah of land, located in Pinthong Industrial Estate, Nong Kham, Bo Win, and Bueng sub-district, Si Racha district, Chonburi province Freehold right in the land and building of four factories with 8,675 square meters of net leasable area and 13 rai 2 ngan 58 square wah of land, located in Ban Wah Industrial Estate (Hi-Tech), Ban Lane sub-district, Bang Pa-in district, Ayutthaya province Freehold right in the land and building of one factory with 1,625 square meters of net leasable area and 2 rai 2 ngan 72 square wah of land, located in Rojana Industrial Park, Ban Chang sub-district, Uthai district, Phra Nakhon Si Ayutthaya province Freehold right in the land and building of two factories with 3,600 square meters of net leasable area and 7 rai 89 square wah of land, located in Hemaraj Chonburi Industrial Estate, Bo Win sub-district, Si Racha district, Chonburi province. 2. SIGNIFICANT ACCOUNTING POLICIES 2.1 Basis of preparation and presentation The prospective statements of income are presented in Baht and are rounded off to the nearest million Baht, unless otherwise stated. The prospective statements of income are prepared in accordance with the Thai Accounting Standards ( TAS ) including related interpretations and guidelines promulgated by the Federation of Accounting Professions ( FAP ) and with generally accepted accounting principles in Thailand. TAS No. 106 Accounting for Investment Companies. The Trust presents only incomes and expenses of the Trust. As such it does not present the statement of financial positions, statement of changes in net assets, statement of cash flows, financial information disclosures and full notes disclosures in accordance with reporting standards in accordance with generally accepted accounting principles in Thailand. The prospective statements of income do not include the consideration of the prospect of asset impairment. 2.2 Income Rental and service income is recognised as revenue on an accrual basis, at the amount stipulated under the lease agreement. Interest income is recognised as income on a time proportion basis, taking into account the effective yield rate. 47

48 2.3 Expenses Expenses are recognised based on an accrual basis. 2.4 Measurement of investment value Investments in properties Investments in properties are presented at fair value without depreciation. The costs of properties invested by the Trust in in the initial phase are presented at the acquisition costs plus other relevant costs. The REIT Manager will arrange the valuation of the properties, which will be performed by an independent appraiser who is approved by the Securities and Exchange Commissions. The valuation will be performed every two years, commencing from the date of the appraisal made for the purposes of purchasing or leasing the properties. In addition, the valuation will be reviewed every year from the latest appraisal date. Investment in bank deposit Bank deposits are presented at fair value. 2.5 Income tax The Trust is exempted from income taxes in Thailand. As such no provision for income tax has been made in the prospective statements of income. 2.6 Value added tax ( VAT ) The Trust is classified as a group of operators who have to pay VAT. In accordance with the notification of the Director General of the Revenue Department on VAT (No.29) Section 2(1), the registered operators who have started their businesses are able to deduct up to half of the input VAT from output VAT. According to the projection of the Trust, the unclaimable VAT in connection with the initial properties invested and for the properties to be invested at the first additional investment are assumed to be 53% and 56% of all output VAT, respectively. 3. SIGNIFICANT ASSUMPTIONS The prospective statements of income for the 12 months projection period from 1 December 2015 to 30 November 2016 and notes have been prepared as part of the invitation to the Extraordinary General Meeting of Unitholder No. 1/2015 of TICON Freehold and Leasehold Real Estate Investment Trust, and in support of decisions made on investment in additional properties to be invested by the Trust. The properties, which the REIT Manager offers to the unitholders to consider, consist of land and warehouse buildings of TPARK and land and factory buildings of TICON in the form of ownership, lease and/or sublease. The details of the properties are as follows: 1. Freehold right in the land and building of six warehouses divided into 26 units with 66,000 square meters of net leasable area and 79 rai 3 ngan 61.8 square wah of land which is owned by TPARK and located in the following projects: 1.1. TICON Logistics Park Wangnoi 2, Payom sub-district, Wangnoi district, Phra Nakhon Si Ayutthaya province, four units 1.2. TICON Logistics Park Eastern Seaboard 1 (B), Pluak Daeng sub-district, Pluak Daeng district, Rayong province, four units 1.3. TICON Logistics Park Laem Chabang 2, Nong Kham sub-district, Si Racha district, Chonburi Province, 13 units; and 1.4. TICON Logistics Park Panthong 1, Phanthong sub-district, Phanthong district, Chonburi province, five units 48

49 2. Leasehold right of land for 30 years from the date of leasehold right registration, with a total area of approximately 12 rai 68 square wah, and freehold right of two warehouse buildings, divided into six units with a total area of approximately 9,100 square meters, located in TICON Logistics Park Bangna, Bangsamak sub-district, Bang Pakong district, Chachoengsao province, currently owned by TPARK. 3. Leasehold right of land for 30 years from the date of leasehold right registration, with a total area of 62 rai 1 ngan 58.4 square wah, and leasehold right of two warehouse buildings for 30 years from the date of leasehold right registration, divided into 13 units with a total area of 56,700 square meters, located in TICON Logistics Park Bangplee 3, Bang Pla sub-district, Bangplee district, Samutprakarn province, currently owned by TPARK. 4. Sub-leasehold right of land for 27 years from the date of sub-leasehold right registration (until 21 February 2043) with a total area of 3 rai 17.5 square wah, and leasehold right of one warehouse building, one unit, for about 27 years from the date of leasehold right registration (until 21 February 2043) with a total area of 1,482 square meters, located in TICON Logistics Park Bangplee 1, Bang Sao Thong sub-district, Bangplee district, Samutprakarn province. The land is leased and the warehouse is owned by TPARK. 5. Freehold right of the land and building of three factories with 7,050 square meters of net leasable area and 14 rai 1 ngan 74.5 square wah of land, currently owned by TICON and located in the following projects: 5.1. Rojana Industrial Park, Ban Chang sub-district, Uthai district, Ayutthaya province, one building 5.2. Hemaraj Industrial Estate, Bo Win sub-district, Si Racha district, Chonburi province, one building; and 5.3. Amata City Industrial Estate, Mabyangphon sub-district, Pluak Daeng district, Rayong province, one building 6. Leasehold right of land for 30 years from the date of leasehold right registration, with a total area of 24 rai 2 ngan 47 square wah, and leasehold right of four factory buildings for 30 years from the date of leasehold right registration, with a total area of 14,850 square meters, located in Amata City Industrial Estate Panthong and Don Hua Lo sub-district, Mueang Chonburi district, Chonburi province, currently owned by TICON. The aforementioned land, warehouse buildings and factory buildings to be invested by the Trust are collectively named as Additional Investment Properties REIT Manager intends to invest in the Additional Investment Properties by 30 November Hence the prospective statements of income for the period of 12 months are prepared based on the assumption that the Trust will complete the investing transaction by such date. As such, 1 December 2015 is the starting date of the projection period which should be different from the actual date on which the Trust completes the transaction. However, TPARK is currently in the process of obtaining permission to use state-owned land occupied by the Royal Irrigation Department for the entrance of two warehouse buildings with 13 units of the TICON Logistics Park Bangplee 3. In case TPARK does not obtain permission on time, the REIT Manager might not invest in the properties. For the above reason, the REIT Manager has prepared prospective statements of income for the period of 12 months in the following two cases: 1. Investment in every property of the Additional Investment Properties ( All Investment ) 2. Investment in the Additional Investment Properties excluding properties in TICON Logistics Park Bangplee 3 ( Excluding Bangplee 3 ) Assumptions applied under forecasted income and expenses: 49

50 3.1 Rental and service incomes - Rental and service income comprise rental and service charge income paid by factory tenants and warehouse tenants (after deducting rent rebates or discounts where applicable) based on the above incomes of the existing lease agreements as at 31 March 2015 of the initial properties invested and the Additional Investment Properties. - The new rental and service rates for new contracts or contract renewals are based on the existing rates according to each contracts, renewal rate, market situation, inflation, and the demand. - The projected rental and service incomes for the projection period from 1 December 2015 to 30 November 2016 are based on information of the existing lease agreements as at 31 March 2015 of the initial properties invested and the Additional Investment Properties. To project rental and service incomes, the probability for the tenants with expiring contracts during the projection period to renew their contacts is assumed to be 85%. To find new tenants for the properties without contract renewal is assumed to take three months. Free rent period is assumed to be two months for warehouses and one month for factories. 3.2 Operating expenses The operating expenses consist of repair and maintenance costs, leasing commissions, and bad debts. The assumptions used in determining the properly expenses are as follows; - Repair and maintenance costs are 2% of rental and service incomes net; - Land lease expenses in relation to sub-lease contract are incurred at the contractual rate; - Insurance premium includes 1) insurance premiums that are the responsibility of the tenants which is not included in the expenses of the Trust 2) insurance premiums that are the responsibility of the Trust or in the case of vacant warehouse/factory, the insurance premium is calculated from 0.065% of the sum insured. - Commission fees are paid to the Property Manager and/or an agent engaged by the Property Manager for seeking new tenants at the average rate of two months of the base rental and service charge. - Provisions for bad debts are 0.25% of rental and service income - net. - Property tax will be paid by the Trust only if it is agreed upon in the contract. The property tax rate is assumed to be 12.50% of rental income. - Common area expenses for warehouses are assumed to be five Baht per square meters per month - For the common area fees for factories, its costs are assumed to be an average of 900 Baht per rai per month. - Application fees to The Industrial Estate Authority of Thailand (IEAT) for factories are assumed at a rate of 10,700 Baht (including VAT) per transaction. - Other expenses comprise common area expenses and security service expenses in case of vacant factories and warehouses. 3.3 Interest income It has been assumed that interest will be earned on surplus cash that the Trust invests in securities or assets allowed by the Securities and Exchange Commission of Thailand (SEC) at a rate of 1.25% per annum for the prospective statements of income for the projection period. 50

51 3.4 Issuance costs Issuance costs for the projection period comprise the registration fee with the Stock Exchange of Thailand, registration fee with the Securities and Exchange Commission, service fees charged by value appraisal companies of the initial properties invested, underwriting fees, public relation expenses and other advisory fees. The cost is capitalised as assets and will be amortised and reported in the income statement of the Trust by the Straight Line method for three years. 3.5 REIT management fee The REIT Manager will obtain the following fees for the REIT management during the projection period based on the draft REIT Manager Appointment agreement between the Trust and REIT Manager (TICON Management Company Limited). - REIT management fee at 0.25% of the total asset value ( TAV ) - Property management fee at 4% of rental and service revenues for factory. at 2% of rental service revenues for warehouse. - Incentive fee at 6% of gross operating profit for factory at 4% of gross operating profit for warehouse 3.6 Trustee fee The fee is equal to % of the net asset value of the Trust. 3.7 Registrar fee The fee is calculated as a percentage of the net asset value of the Trust. 3.8 Fees and other costs related to the Trust. Fees and other expenses related to trust fees comprise the SET application fee, the value appraisal fee, auditor fees, general administration expenses etc. 3.9 Interest repayment The Trust has planned to apply for a loan from a bank to partly invest in the Additional Investment Properties. Such interest paid by the Trust is calculated from the first year of the loan interest rate. According to the bank loan proposals from commercial banks, the interest rate is based on (MLR) minus 2.25% MLR currently being 6.50% Projected distribution and capital reduction The projected distribution is based on the assumption that the payout will be 100% of the restated distributable net income for the fiscal year (net profits of the Trust on a cash basis). The distributable net income is exclusive of the amount of unrealised profit or loss from the appraisal of properties, securities, and/or assets of the Trust. In addition the REIT Manager can consider paying additional dividends from retained earnings (if any). According to the provision of Trust and security laws, if the Trust earns the distributable net income (net profits of the Trust on a cash basis) and does not have retained losses, the Trust will pay dividends that are not less than 90% of the distributable net income for the year. The distributable net income has been calculated from accounting net income from investment adjusted by 51

52 items, ie unrealised gain/loss from revaluation, unrealised gain/loss from the reassessment of the investment, write-off expenses, repayment of the loan or any obligation according to the prospectus or by prior written notice to unitholders of the REIT Manager. The projected distribution and capital reduction has been presented for the purpose of illustration only. The actual unit offer prices, the actual properties investment price and the actual amount of the loan have not been determined. As such, the distribution and capital reduction may be different from those in the projection Revaluation of properties No depreciation is calculated on the investments in properties in accordance with the Generally Accepted Accounting Principles in Thailand. However, an appraisal of the properties will be carried out every two years from the last valuation date. Moreover, a reassessment of the properties will be carried out every year from the latest valuation date. The property value to be reported in the financial statements of the Trust as of 1 December 2015 will equal to the price of the properties invested by the Trust. Any subsequent unrealised gain or loss from revaluation of the properties will not affect the distribution per unit of the prospective statements of income because the Trust s distribution is based on net income which does not include the unrealised gain or loss from revaluation of the properties Additional asset investment The estimation of the prospective statements of income is based on the assumption that thetrust will raise capital not more than 3,555 million Baht partly from capital raising via right offering to unit trust holders and bank borrowing to invest in land and warehouse buildings of TPARK and land and factory buildings of TICON of which the details are specified in the Notice of Extraordinary General Meeting No. 1/ ACCOUNTING STANDARD It is assumed by the REIT Manager that there will be no change in applicable accounting standards or other financial reporting requirements that may have a material effect to the prospective statement of income. 5. OTHER ASSUMPTIONS The following additional assumptions were made in the preparation of the prospective statements of income for the projection period: - The property portfolio remains unchanged throughout the projection period; - No further capital will be raised during the projection period; - There will be no capital expenditure incurred by the Trust during the projection period; - There will be no significant changes in taxation legislation or other applicable legislation; - All agreements related to the Trust will be enforceable and will be performed in accordance with their terms (allowances for doubtful debts have already been incorporated). 52

53 Enclosure 7 Capital Increase Report Form (F 53-4) TICON Freehold and Leasehold Real Estate Investment Trust (TREIT) June 16 th, 2015 We, TICON Management Company Limited (the Company or the REIT Manager ), the REIT Manager of TICON Freehold and Leasehold Real Estate Investment Trust ( TREIT ), hereby report the purpose of capital increase and allotment of additional unit trust as follows: 1. Details of Capital Increase The REIT Manager wishes to increase the capital of TREIT in the amount of not exceeding Baht 2,350 million by issuance and offering of the additional unit trust in the number of not exceeding 241 million units, at the offering price to be determined by the REIT Manager. 2. Allotment of Additional Unit Trust 2.1 Details regarding Allotment of Additional Unit Trust The REIT Manager expects to allot the additional unit trust in the amount of not exceeding 241 million units as per the details as follows: (1) To allot the unit trust in the number of not less than 50 percent of total additional units to the existing unitholders whose names appear in the unit trust register book proportionately to their unitholding (Rights Offering), at the offering price to be determined by the Managing Director of the REIT Manager, provided that the offering price shall not be less than Baht 10, whereby the unitholders may declare their intention to subscribe for the additional unit trust according to their entitlement or in excess of their entitlement or less than their entitlement or waive their rights to subscribe for the additional unit trust. In this regard, the Managing Director of the REIT Manager will determine the date on which the recorded unitholders are entitled to subscribe for the additional unit trust (the Record Date ) and the closing date of the unit trust register book to determine the rights of the unitholders to subscribe for the additional unit trust (the Book Closing Date ) after the Office of the Securities and Exchange Commission (the Office of the SEC ) has approved the registration statement of TREIT, whereby the REIT Manager will further notify the Record Date, the Book Closing Date, the allotment ratio and the subscription period through the website of the Stock Exchange of Thailand (the SET ). (2) To allot the remaining unit trust from the offering in item (1) above to the public (Public Offering) at the same offering price. 53

54 In the case there are remaining unit trust from the offering in items (1) and (2) above, the Managing Director of the REIT Manager shall have the power and discretion to allot such remaining unit trust to the existing unitholders who wish to subscribe for such remaining unit trust in excess of their entitlement and/or to the Public at the same offering price. Allotment To existing unitholders whose names appear in the unit trust register book proportionately to their unitholding (Rights Offering) Remark (1) To the public (Public Offering) Number of Unit Trust (Units) Not less than 50 percent of total additional units In the number remaining from the offering to existing unitholders (Rights Offering) Subscription Ratio (existing: new) To be subsequently determined Remark (2) Offering Price Per Unit To be subsequently determined Remark (3) - To be subsequently determined Remark (3) Subscription and/or Payment Period To be subsequently determined and after obtaining approval from the Office of the SEC To be subsequently determined and after obtaining approval from the Office of the SEC Remark Remark (4) and (5) Remark (5) Remarks: (1) The REIT Manager will allot the unit trust to any person or the same group of a person not exceeding 50 percent of the total issued unit trust of TREIT, whereby the definition of the same group of a person shall be referred to the Notification of the Capital Market Supervisory Board No. TorJor. 49/2555 Re: Issuance and Offering of Unit Trust of Real Estate Investment Trust, dated November 21 st, 2012 (as amended). (2) Subscription ratio will be calculated from the total number of the existing unit trust before the capital increase, divided by the number of additional unit trust to be sold to the existing unitholders whose names appear in the unit trust register book proportionately to their unitholding (Rights Offering), at the offering price to be determined by the Managing Director of the REIT Manager. (3) The offering price of the additional unit trust shall be determined based on capital market situation, results from the demand of institutional investors through comparative analysis of demand and supply in additional unit trust (Book Building) during the offering period of the additional unit trust, value of the real properties appraised by independent appraisers and estimated return that investors expected to be received from the investment in the Additional Assets. In any event, the number of the additional unit 54

55 trust shall not cause the forecasted dividend per unit and/or capital deduction per unit which the unitholders expected to be received after the investment in the Additional Assets (forecasted for the period of December 1 st, 2015 November 30 th, 2016) to be lower than the forecasted dividend per unit and/or return of capital per unit which the unitholders expected to be received from the existing assets (forecasted for the period of December 1 st, 2015 November 30 th, 2016). In addition, the final value of the capital increase of TREIT may be lower than the highest value of the capital increase, and the actual number of the additional unit trust to be offered this time may be less than the number of the additional unit trust as mentioned above. (4) The Record Date and the Book Closing Date will be determined after the Office of the SEC has approved the registration statement of TREIT, whereby the REIT Manager will further notify the Record Date, the Book Closing Date, the allotment ratio and the subscription period through the website of the SET. (5) The Managing Director of the REIT Manager shall have the power (1) to determine, select, and specify the Additional Assets; (2) to determine and amend terms, conditions and other details relating to the offering, such as the Record Date or the Book Closing Date, the subscription period, the offering price, the subscription ratio, the methods and conditions of payment, other details relating to offering of the additional unit trust, and details relating to the offering and allotment of the remaining additional unit trust, including the appointment of financial advisor and subscription agent(s); (3) to enter into, negotiate, agree and execute relevant documents and agreements; (4) to execute any application for approval, waiver and evidence necessary and related to the allotment of the additional unit trust, including to contact and submit such applications for approval or waiver, documents or evidence to government agencies or relevant authorities and the listing of the additional unit trust on the SET; and (5) to take any necessary and appropriate actions relating to the offering and allotment of such additional unit trust until its completion in all respects. 2.2 Action to be Taken in case There is Fraction of Unit Trust from Subscription In case of there is a fraction of the unit trust from allotment to any existing unitholder (Rights Offering), the REIT Manager shall round down the unit trust allotted to such unitholder to the full number. The Managing Director of the REIT Manager shall have the power and discretion to allot such remaining unit trust to the existing unitholders who wish to subscribe for such remaining unit trust in excess of their entitlement and/or to the Public. For example: if the subscription ratio of the unit trust is 2 existing unit trust per 1 new unit trust, and if the existing unitholders holding the unit trust in the number of 101 units, such existing unitholders will be allotted the new unit trust equaling to 50.5 units. (The new unit trust to be allotted equals the number of unit trust held divides by 2). In this case, the REIT Manager shall round down such 0.5 unit to the full number, and the 55

56 existing unitholders will be allotted the unit trust in the number of 50 units. (Nonetheless, this information for unitholders is for clarification purpose only. The unitholders cannot rely on this information for the use as calculation for the actual number of unit trust to be allotted.) 3. Schedule for Unitholders Meeting to Approve Capital Increase and Allotment of Additional Unit Trust The REIT Manager will convene the Extraordinary General Meeting of Unitholders No. 1/2015 on July 29 th, The date on which the recorded unitholders who are entitled to attend the Extraordinary General Meeting of Unitholders No. 1/2015 will be on July 2 th, 2015 and the date on which the name list of unitholders is compiled under Section 225 of the Securities and Exchange Act B.E (1992) (as amended) by closing the unit trust register book will be on July 3 nd, Approval of Capital Increase / Allotment of Additional Unit Trust by Relevant Governmental Agency(s) and Conditions thereto (If Any) After obtaining the approval from the unitholders meeting for the investment in the Additional Assets and the capital increase, the REIT Manager will submit the registration statement to the Office of the SEC in order to obtain their approval for the issuance and offering for sale of the unit trust. 5. Objectives of Capital Increase and Use of Proceeds Received from the Capital Increase To invest in the Additional Assets and to seek benefits therefrom to generate income and returns to TREIT and the unitholders, and to carry out the objectives for the establishment of TREIT pursuant to the Trust Deed. 6. Benefits which TREIT will Receive from Capital Increase and Allotment of Additional Unit Trust The increasing of unit trust will enhance the liquidity in trading of unit trust in secondary market, and increase total asset size. 7. Benefits which Unitholders will Receive from Capital Increase The capital increase will give opportunity to the unitholders by increasing the return from long-term investment in the future, as well as to diversify sources of income of TREIT, including the benefit from more liquidity. 56

57 8. Other Necessary Details for Unitholders to Approve Capital Increase / Allotment of Unit Trust -None- 9. Schedule of Actions for Capital Increase and Allotment of Allotment of Unit Trust 9.1 The date on which the recorded unitholders who are entitled to attend the Extraordinary General Meeting of Unitholders No. 1/2015 will be on July 2 nd, 2015, and the date on which the name list of unitholders is compiled under Section 225 of the Securities and Exchange Act B.E (1992) (as amended) by closing the unit trust register book will be on July 3 nd, The REIT Manager will convene the Extraordinary General Meeting of Unitholders No. 1/2015 on July 29 th, 2015 for consideration and approval of investment in additional assets, the allotment of the additional unit trust and the amendment to the Trust Deed, including the entry and/or the amendments to other agreements relating to the operation of TREIT and the seek for benefits from the real properties in order to be in line with the investment in the additional assets. Since the proposed agenda re related to the investment in the Additional Assets; therefore, if any of proposed agenda does not obtain an approval from the unitholders meeting, it shall be deemed that the approval of the other agenda shall be disregarded and there will be no other agenda to be proposed to the unitholders meeting for further consideration and approval. The REIT Manager hereby certifies that the information contained in this report is true and complete in all respects. Sincerely Yours, TICON Freehold and Leasehold Real Estate Investment Trust by TICON Management Company Limited as REIT Manager (Mr. Amorn Chulaluksananukul) Managing Director 57

58 Enclosure 8 Procedures of Registration, Meeting Attendance and Empowerment of Proxies for the Extraordinary General Meeting of Unitholders No. 1/2015 of TICON Freehold and Leasehold Real Estate Investment Trust on July 29 th, 2015, at hrs., at Crystral Room, at 2nd Floor, The Tawana Bangkok, No. 80, Surawongse Road, Khwaeng Si Phaya, Khet Bangrak, Bangkok Registration - Unitholders or proxies can register and submit documents for examination and confirmation of their participation at the Meeting venue from 9.00 hrs. on July 29 th, Participation in Person (1) A natural person, - presents the original and valid ID card, or Government ID card, or passport of the unitholders. (2) A juristic person, - in case of a juristic person registered in Thailand, shall submit a copy of the affidavit (issued not more than 6 months), certified true and correct by the authorized person(s) and affixed with the company s seal (if any); - in case of a juristic person registered in a foreign country, shall submit the affidavit certifying the status of a juristic person issued (not more than 1 year) by the competent authority in a particular country where the juristic person is located, and those shall be certified true and correct by the authorized person(s) and affixed with the company s seal (if any); - in case of the original documents expressed in the language other than the English language, shall submit together with the English translation, certified true and correct by the authorized person(s) and affixed with the company s seal (if any); - the authorized person(s) of a juristic person according to the affidavit, shall present the original and valid ID card, or Government ID card, or passport for registration. 3. Proxy - A unitholder may grant only one proxy to participate and cast the vote on your behalf in the Meeting, using the attached Proxy Form A. (for general unitholders) or Proxy Form B. (for foreign unitholders who have custodians in Thailand only). - For convenience, please send the signed and completed Proxy Form and supporting documents to the REIT Manager at least one business day before the date of the Meeting. Should there be any 58

59 significant correction or deletion, a unitholder must sign your name at every corrected/deleted spot. The Proxy Form shall be affixed with Baht 20 stamp duty. Required Documents for Grant of Proxy (1) In case of a natural person, a unitholder shall submit the following documents: - the Proxy Form signed by the unitholder - a copy of the valid ID card, or Government ID card, or passport of the unitholder, certified true and correct by the unitholder; - a copy of the valid ID card, or Government ID card, or passport of the proxy, certified true and correct by the proxy. (2) In case of a juristic person, a unitholder shall submit the following documents: - the Proxy Form signed by the authorized person(s) of a juristic person according to the affidavit and affixed with the company s seal (if any); - a copy of the valid ID card, or Government ID card, or passport of the authorized person(s) of a juristic person according to the affidavit, who signed the Proxy Form, certified true and correct by such authorized person(s); - if the unitholder is a juristic person registered in Thailand, please submit a copy of the affidavit (issued not more than 6 months), certified true and correct by the authorized person(s) and affixed with the company s seal (if any); - if the unitholder is a juristic person registered in a foreign country, please submit a copy of the affidavit certifying the status of a juristic person issued (not more than 1 year) by the competent authority in a particular country where the juristic person is located, and those shall be certified true and correct by the authorized person(s) and affixed with the company s seal (if any); - in case of the original documents expressed in the language other than the English languages, shall submit together with the English translation, certified true and correct by the authorized person(s) and affixed with the company s seal (if any); - a copy of the valid ID card, or Government ID card, or passport of the proxy, certified true and correct by the proxy. 59

60 หน งส อมอบฉ นทะ PROXY (ส าหร บผ ถ อหน วยทร สต ท วไป) (For general Unitholders) Enclosure 9 (ป ดอากรแสตมป 20 บาท) (Duty Stamp Baht 20) แบบ ก. Form A. เข ยนท Written at ว นท เด อน พ.ศ. Date Month Year (1) ข าพเจ า ส ญชาต I/We Nationality อย บ านเลขท ถนน ต าบล/แขวง Reside at Road Tambol/Khwaeng อ าเภอ/เขต จ งหว ด รห สไปรษณ ย โทรศ พท Amphur/Khet Province Postal Code Tel (2) เป นผ ถ อหน วยทร สต ของทร สต เพ อการลงท นในอส งหาร มทร พย และส ทธ การเช าอส งหาร มทร พย ไทคอน being a unitholder of TICON Freehold and Leasehold Real Estate Investment Trust โดยถ อหน วยทร สต จ านวนท งส นรวม หน วย และออกเส ยงลงคะแนนได เท าก บ เส ยง ด งน holding the total amount of unit, and having the right to vote equal to votes as follows: (3) ขอมอบฉ นทะให Hereby appoint (3.1) อาย ป อย บ านเลขท age years, reside at ถนน ต าบล/แขวง อ าเภอ/เขต Road Tambol/Khwaeng Amphur/Khet จ งหว ด รห สไปรษณ ย Province Postal Code หร อ กรรมการอ สระ or Independent Director, namely (3.2) นายโสภณ บ ณยร ตพ นธ อาย 52 ป อย บ านเลขท 159/21 อาคารเสร มม ตรทาวเวอร ช น 14 ห อง 1401 Mr. Sopon Punyaratabandhu age 52 years, resides at 159/21, Serm-Mit Tower, Unit 1401, 14 th Floor ถนน ส ข มว ท 21 (อโศก) ต าบล/แขวง คลองเตยเหน อ อ าเภอ/เขต ว ฒนา Road Sukhumvit 21 Road (Asoke) Tambol/Khwaeng North-Klongtoey Amphur/Khet Wattana จ งหว ด กร งเทพมหานคร รห สไปรษณ ย Province Bangkok Postal Code คนหน งคนใดเพ ยงคนเด ยวเป นผ แทนของข าพเจ าเพ อเข าประช มและออกเส ยงลงคะแนนแทนข าพเจ าในการประช มว สาม ญผ ถ อหน วยทร สต คร งท 1/2558 ในว นท 29 กรกฎาคม 2558 เวลา น. ณ ห องคร สต ล ช น 2 โรงแรมตว นนา เลขท 80 ถนนส รวงค แขวงส พระยา เขตบางร ก กร งเทพมหานคร หร อท จะพ งเล อนไปในว น เวลา และสถานท อ นด วย any one of them to be my/our proxy to attend and vote on my/our behalf at the Extraordinary General Meeting of Unitholders No. 1/2015 of TICON Freehold and Leasehold Real Estate Investment Trust on July 29 th, 2015, at a.m., at Crystral Room, at 2 nd Floor, The Tawana Bangkok, No. 80, Surawongse Road, Khwaeng Si Phaya, Khet Bangrak, Bangkok or any adjournment at any date, time and place thereof. 60

61 (4) ข าพเจ าขอมอบฉ นทะให ผ ร บมอบฉ นทะออกเส ยงลงคะแนนแทนข าพเจ าในการประช มคร งน ด งน I/We hereby authorize the proxy to vote on my/our behalf at this meeting as follows: (4.1) วาระท 1 ร บทราบรายงานการประช มสาม ญผ ถ อหน วยทร สต ประจ าป 2558 Agenda No. 1 To acknowledge the minutes of the 2015 Annual General Meeting of Unitholders, dated April 30 th, 2015 (ก) ให ผ ร บมอบฉ นทะม ส ทธ พ จารณาและลงมต แทนข าพเจ าได ท กประการตามท เห นสมควร (a) (ข) (b) To grant my/our proxy to consider and vote on my/our behalf as he/she may deem appropriate in all respects. ให ผ ร บมอบฉ นทะออกเส ยงลงคะแนนตามความประสงค ของข าพเจ า ด งน To grant my/our proxy to vote at my/our desire as follows: เห นด วย ไม เห นด วย งดออกเส ยง Approve Disapprove Abstain (4.2) วาระท 2 พ จารณาอน ม ต การลงท นในทร พย ส นเพ มเต มและการเพ มท นของทร สต Agenda No. 2 To consider and approve the investment in the additional assets and the capital increase of TREIT (ก) ให ผ ร บมอบฉ นทะม ส ทธ พ จารณาและลงมต แทนข าพเจ าได ท กประการตามท เห นสมควร (a) (ข) (b) To grant my/our proxy to consider and vote on my/our behalf as he/she may deem appropriate in all respects. ให ผ ร บมอบฉ นทะออกเส ยงลงคะแนนตามความประสงค ของข าพเจ า ด งน To grant my/our proxy to vote at my/our desire as follows: เห นด วย ไม เห นด วย งดออกเส ยง Approve Disapprove Abstain (4.3) วาระท 3 พ จารณาอน ม ต การจ ดสรรหน วยทร สต ท ออกและเสนอขายเพ มเต ม Agenda No. 3 To consider and approve the allotment of additional unit trust (ก) ให ผ ร บมอบฉ นทะม ส ทธ พ จารณาและลงมต แทนข าพเจ าได ท กประการตามท เห นสมควร (a) (ข) (b) To grant my/our proxy to consider and vote on my/our behalf as he/she may deem appropriate in all respects. ให ผ ร บมอบฉ นทะออกเส ยงลงคะแนนตามความประสงค ของข าพเจ า ด งน To grant my/our proxy to vote at my/our desire as follows: เห นด วย ไม เห นด วย งดออกเส ยง Approve Disapprove Abstain (4.4) วาระท 4 พ จารณาอน ม ต การแก ไขเพ มเต มส ญญาก อต งทร สต รวมถ งการเข าท า และ/หร อ การแก ไขเพ มเต มส ญญาต างๆ ท เก ยวข องก บ การด าเน นงานของทร สต และการจ ดหาผลประโยชน จากอส งหาร มทร พย เพ อให สอดคล องก บการลงท นในทร พย ส นท จะ ลงท นเพ มเต ม Agenda No. 4 To consider and approve the amendments to the Trust Deed, including the entry and/or the amendments to other agreements relating to the operation of TREIT and the seek for benefits from the real properties in order to be in line with the investment in the additional assets (ก) ให ผ ร บมอบฉ นทะม ส ทธ พ จารณาและลงมต แทนข าพเจ าได ท กประการตามท เห นสมควร (a) To grant my/our proxy to consider and vote on my/our behalf as he/she may deem appropriate in all respects. 61

62 (ข) (b) ให ผ ร บมอบฉ นทะออกเส ยงลงคะแนนตามความประสงค ของข าพเจ า ด งน To grant my/our proxy to vote at my/our desire as follows: เห นด วย ไม เห นด วย งดออกเส ยง Approve Disapprove Abstain (4.5) วาระท 5 พ จารณาเร องอ นๆ (ถ าม ) Agenda No. 5 To consider other matters (if any) (ก) ให ผ ร บมอบฉ นทะม ส ทธ พ จารณาและลงมต แทนข าพเจ าได ท กประการตามท เห นสมควร (a) (ข) (b) To grant my/our proxy to consider and vote on my/our behalf as he/she may deem appropriate in all respects. ให ผ ร บมอบฉ นทะออกเส ยงลงคะแนนตามความประสงค ของข าพเจ า ด งน To grant my/our proxy to vote at my/our desire as follows: เห นด วย ไม เห นด วย งดออกเส ยง Approve Disapprove Abstain (5) ในกรณ ท ผ ถ อหน วยลงท นมอบฉ นทะให กรรมการอ สระเข าประช มและออกเส ยงลงคะแนนแทนตน ขอความกร ณาให ผ ถ อหน วยลงท นระบ เส ยง ลงคะแนนโดยเฉพาะเจาะจงว า เห นด วย ไม เห นด วย หร องดออกเส ยง In case a unitholder authorizes the Independent Director to attend and vote on your behalf, please specify your vote whether the unitholder desires for approval, disapproval or abstention. (6) การลงคะแนนเส ยงของผ ร บมอบฉ นทะในวาระใดท ไม เป นไปตามท ระบ ไว ในหน งส อมอบฉ นทะน ให ถ อว าการลงคะแนนเส ยงน นไม ถ กต องและ ไม ใช เป นการลงคะแนนเส ยงของข าพเจ าในฐานะผ ถ อหน วยทร สต Voting of the proxy in any agenda that is not as specified in this Proxy Form shall be considered as invalid and shall not be my/our voting as a unitholder. (7) ในกรณ ท ข าพเจ าไม ได ระบ ความประสงค ในการออกเส ยงลงคะแนนในวาระใดไว หร อระบ ไว ไม ช ดเจน หร อในกรณ ท ท ประช มม การพ จารณาหร อ ลงมต ในเร องใดนอกเหน อจากเร องท ระบ ไว ข างต น รวมถ งกรณ ท ม การแก ไขเปล ยนแปลงหร อเพ มเต มข อเท จจร งประการใด ให ผ ร บมอบฉ นทะม ส ทธ พ จารณาและ ลงมต แทนข าพเจ าได ท กประการตามท เห นสมควร 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 resolutions in any matters other than those specified above, including in case there is 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. ก จการใดท ผ ร บมอบฉ นทะได กระท าไปในการประช ม เว นแต กรณ ท ผ ร บมอบฉ นทะไม ออกเส ยงตามท ข าพเจ าระบ ในหน งส อมอบฉ นทะ ให ถ อ เสม อนว าข าพเจ าได กระท าเองท กประการ Any business carried out by the proxy at the said meeting, except in case that the proxy does not vote according to my/our intention(s) specified in the Proxy Form, shall be deemed as having been carried out by myself/ourselves in all respects. ลงช อ/Signed...ผ มอบฉ นทะ/Grantor ( ) หมายเหต ลงช อ/Signed...ผ ร บมอบฉ นทะ/Proxy ( ) 1. ผ ถ อหน วยทร สต ท มอบฉ นทะจะต องมอบฉ นทะให ผ ร บมอบฉ นทะเพ ยงรายเด ยวเป นผ เข าประช มและออกเส ยงลงคะแนน ไม สามารถแบ งแยกจ านวน หน วยทร สต ให ผ ร บมอบฉ นทะหลายคนเพ อแยกการลงคะแนนเส ยงได The unitholder appointing the proxy must authorize only one proxy to attend and vote at the meeting and may not split the number of units to several proxies for splitting votes. 62

63 หน งส อมอบฉ นทะ Enclosure 9 PROXY (ส าหร บผ ถ อหน วยทร สต ท ปรากฏในทะเบ ยนเป นผ ลงท นต างประเทศและแต งต งให Custodian ในประเทศไทยเป นผ ร บฝากและด แลหน วยทร สต ) (For foreign unitholders who have custodians in Thailand only) แบบ ข. Form B. เข ยนท Written at ว นท เด อน พ.ศ. Date Month Year (1) ข าพเจ า ส ญชาต I/We Nationality อย บ านเลขท ถนน ต าบล/แขวง Reside at Road Tambol/Khwaeng อ าเภอ/เขต จ งหว ด รห สไปรษณ ย Amphur/Khet Province Postal Code ในฐานะผ ประกอบธ รก จเป นผ ร บฝากและด แลหน วยทร สต (Custodian) ให ก บ as a Custodian for ซ งเป นผ ถ อหน วยทร สต ของทร สต เพ อการลงท นในอส งหาร มทร พย และส ทธ การเช าอส งหาร มทร พย ไทคอน being a unitholder of TICON Freehold and Leasehold Real Estate Investment Trust โดยถ อหน วยทร สต จ านวนท งส นรวม หน วย และออกเส ยงลงคะแนนได เท าก บ เส ยง ด งน holding the total amount of unit, and having the right to vote equal to votes as follows: (2) ขอมอบฉ นทะให Hereby appoint (2.1) อาย ป อย บ านเลขท age years, reside at ถนน ต าบล/แขวง อ าเภอ/เขต Road Tambol/Khwaeng Amphur/Khet จ งหว ด รห สไปรษณ ย Province Postal Code (ป ดอากรแสตมป 20 บาท) (Duty Stamp Baht 20) หร อ กรรมการอ สระ or Independent Director, namely (2.2) นายโสภณ บ ณยร ตพ นธ อาย 52 ป อย บ านเลขท 159/21 อาคารเสร มม ตรทาวเวอร ช น 14 ห อง 1401 Mr. Sopon Punyaratabandhu age 52 years, resides at 159/21, Serm-Mit Tower, Unit 1401, 14 th Floor ถนน ส ข มว ท 21 (อโศก) ต าบล/แขวง คลองเตยเหน อ อ าเภอ/เขต ว ฒนา Road Sukhumvit 21 Road (Asoke) Tambol/Khwaeng North-Klongtoey Amphur/Khet Wattana จ งหว ด กร งเทพมหานคร รห สไปรษณ ย Province Bangkok Postal Code คนหน งคนใดเพ ยงคนเด ยวเป นผ แทนของข าพเจ าเพ อเข าประช มและออกเส ยงลงคะแนนแทนข าพเจ าในการประช มว สาม ญผ ถ อหน วยทร สต คร งท 1/2558 ในว นท 29 กรกฎาคม 2558 เวลา น. ณ ห องคร สต ล ช น 2 โรงแรมตว นนา เลขท 80 ถนนส รวงค แขวงส พระยา เขตบางร ก กร งเทพมหานคร หร อท จะพ งเล อนไปในว น เวลา และสถานท อ นด วย any one of them to be my/our proxy to attend and vote on my/our behalf at Extraordinary General Meeting of Unitholders No. 1/2015 of TICON Freehold and Leasehold Real Estate Investment Trust on July 29 th, 2015, at a.m., at Crystral Room, at 2 nd Floor, The Tawana Bangkok, No. 80, Surawongse Road, Khwaeng Si Phaya, Khet Bangrak, Bangkok or any adjournment at any date, time and place thereof. 63

64 (3) ข าพเจ าขอมอบฉ นทะให ผ ร บมอบฉ นทะเข าร วมประช มและออกเส ยงลงคะแนนในคร งน ด งน I/We hereby authorize the proxy to attend and vote on my/our behalf at this meeting as follows: มอบฉ นทะตามจ านวนหน วยทร สต ท งหมดท ถ อและม ส ทธ ออกเส ยงลงคะแนนได To grant the total amount of unit trust holding and having the right to vote มอบฉ นทะบางส วน ค อ To grant the partial units as follows: หน วยทร สต หน วย และม ส ทธ ออกเส ยงลงคะแนนได เส ยง รวมส ทธ ออกเส ยงลงคะแนนได ท งหมด เส ยง Total amount of voting rights votes. (4) ข าพเจ าขอมอบฉ นทะให ผ ร บมอบฉ นทะออกเส ยงลงคะแนนแทนข าพเจ าในการประช มคร งน ด งน I/We hereby authorize the proxy to vote on my/our behalf at this meeting as follows: (4.1) วาระท 1 ร บทราบรายงานการประช มสาม ญผ ถ อหน วยทร สต ประจ าป 2558 Agenda No. 1 To acknowledge the minutes of the 2015 Annual General Meeting of Unitholders, dated April 30 th, 2015 (ก) ให ผ ร บมอบฉ นทะม ส ทธ พ จารณาและลงมต แทนข าพเจ าได ท กประการตามท เห นสมควร (a) (ข) (b) To grant my/our proxy to consider and vote on my/our behalf as he/she may deem appropriate in all respects. ให ผ ร บมอบฉ นทะออกเส ยงลงคะแนนตามความประสงค ของข าพเจ า ด งน To grant my/our proxy to vote at my/our desire as follows: เห นด วย เส ยง ไม เห นด วย เส ยง งดออกเส ยง เส ยง Approve votes Disapprove votes Abstain votes (4.2) วาระท 2 พ จารณาอน ม ต การลงท นในทร พย ส นเพ มเต มและการเพ มท นของทร สต Agenda No. 2 To consider and approve the investment in the additional assets and the capital increase of TREIT (ก) ให ผ ร บมอบฉ นทะม ส ทธ พ จารณาและลงมต แทนข าพเจ าได ท กประการตามท เห นสมควร (a) (ข) (b) To grant my/our proxy to consider and vote on my/our behalf as he/she may deem appropriate in all respects. ให ผ ร บมอบฉ นทะออกเส ยงลงคะแนนตามความประสงค ของข าพเจ า ด งน To grant my/our proxy to vote at my/our desire as follows: เห นด วย เส ยง ไม เห นด วย เส ยง งดออกเส ยง เส ยง Approve votes Disapprove votes Abstain votes (4.3) วาระท 3 พ จารณาอน ม ต การจ ดสรรหน วยทร สต ท ออกและเสนอขายเพ มเต ม Agenda No. 3 To consider and approve the allotment of additional unit trust (ก) ให ผ ร บมอบฉ นทะม ส ทธ พ จารณาและลงมต แทนข าพเจ าได ท กประการตามท เห นสมควร (a) (ข) (b) To grant my/our proxy to consider and vote on my/our behalf as he/she may deem appropriate in all respects. ให ผ ร บมอบฉ นทะออกเส ยงลงคะแนนตามความประสงค ของข าพเจ า ด งน To grant my/our proxy to vote at my/our desire as follows: เห นด วย เส ยง ไม เห นด วย เส ยง งดออกเส ยง เส ยง Approve votes Disapprove votes Abstain votes 64

65 (4.4) วาระท 4 พ จารณาอน ม ต การแก ไขเพ มเต มส ญญาก อต งทร สต รวมถ งการเข าท า และ/หร อ การแก ไขเพ มเต มส ญญาต างๆ ท เก ยวข องก บ การด าเน นงานของทร สต และการจ ดหาผลประโยชน จากอส งหาร มทร พย เพ อให สอดคล องก บการลงท นในทร พย ส นท จะ ลงท นเพ มเต ม Agenda No. 4 To consider and approve the amendments to the Trust Deed, including the entry and/or the amendments to other agreements relating to the operation of TREIT and the seek for benefits from the real properties in order to be in line with the investment in the additional assets (ก) ให ผ ร บมอบฉ นทะม ส ทธ พ จารณาและลงมต แทนข าพเจ าได ท กประการตามท เห นสมควร (a) (ข) (b) To grant my/our proxy to consider and vote on my/our behalf as he/she may deem appropriate in all respects. ให ผ ร บมอบฉ นทะออกเส ยงลงคะแนนตามความประสงค ของข าพเจ า ด งน To grant my/our proxy to vote at my/our desire as follows: เห นด วย เส ยง ไม เห นด วย เส ยง งดออกเส ยง เส ยง Approve votes Disapprove votes Abstain votes (4.5) วาระท 5 พ จารณาเร องอ นๆ (ถ าม ) Agenda No. 5 To consider other matters (if any) (ก) ให ผ ร บมอบฉ นทะม ส ทธ พ จารณาและลงมต แทนข าพเจ าได ท กประการตามท เห นสมควร (a) (ข) (b) To grant my/our proxy to consider and vote on my/our behalf as he/she may deem appropriate in all respects. ให ผ ร บมอบฉ นทะออกเส ยงลงคะแนนตามความประสงค ของข าพเจ า ด งน To grant my/our proxy to vote at my/our desire as follows: เห นด วย เส ยง ไม เห นด วย เส ยง งดออกเส ยง เส ยง Approve votes Disapprove votes Abstain votes (5) ในกรณ ท ผ ถ อหน วยลงท นมอบฉ นทะให กรรมการอ สระเข าประช มและออกเส ยงลงคะแนนแทนตน ขอความกร ณาให ผ ถ อหน วยลงท นระบ เส ยง ลงคะแนนโดยเฉพาะเจาะจงว า เห นด วย ไม เห นด วย หร องดออกเส ยง In case a unitholder authorizes the Independent Director to attend and vote on your behalf, please specify your vote whether the unitholder desires for approval, disapproval or abstention. (6) การลงคะแนนเส ยงของผ ร บมอบฉ นทะในวาระใดท ไม เป นไปตามท ระบ ไว ในหน งส อมอบฉ นทะน ให ถ อว าการลงคะแนนเส ยงน นไม ถ กต องและ ไม ใช เป นการลงคะแนนเส ยงของข าพเจ าในฐานะผ ถ อหน วยทร สต Voting of the proxy in any agenda that is not as specified in this Proxy Form shall be considered as invalid and shall not be my/our voting as a unitholder. (7) ในกรณ ท ข าพเจ าไม ได ระบ ความประสงค ในการออกเส ยงลงคะแนนในวาระใดไว หร อระบ ไว ไม ช ดเจน หร อในกรณ ท ท ประช มม การพ จารณาหร อ ลงมต ในเร องใดนอกเหน อจากเร องท ระบ ไว ข างต น รวมถ งกรณ ท ม การแก ไขเปล ยนแปลงหร อเพ มเต มข อเท จจร งประการใด ให ผ ร บมอบฉ นทะม ส ทธ พ จารณาและ ลงมต แทนข าพเจ าได ท กประการตามท เห นสมควร 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 resolutions in any matters other than those specified above, including in case there is 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. 65

66 ก จการใดท ผ ร บมอบฉ นทะได กระท าไปในการประช ม เว นแต กรณ ท ผ ร บมอบฉ นทะไม ออกเส ยงตามท ข าพเจ าระบ ในหน งส อมอบฉ นทะ ให ถ อ เสม อนว าข าพเจ าได กระท าเองท กประการ Any business carried out by the proxy at the said meeting, except in case that the proxy does not vote according to my/our intention(s) specified in the Proxy Form, shall be deemed as having been carried out by myself/ourselves in all respects. ลงช อ/Signed...ผ มอบฉ นทะ/Grantor ( ) ลงช อ/Signed...ผ ร บมอบฉ นทะ/Proxy ( ) หมายเหต 1. หน งส อมอบฉ นทะแบบ ข. น ใช เฉพาะกรณ ท ผ ถ อหน วยทร สต ท ปรากฏช อในทะเบ ยนเป นผ ลงท นต างประเทศและแต งต งให ค สโตเด ยน (Custodian) ใน ประเทศไทยเป นผ ร บฝากและด แลหน วยทร สต ให เท าน น Only foreign unitholders whose names appear in the registration book and have appointed a Custodian in Thailand can use the Proxy Form B. 2. หล กฐานท ต องแนบพร อมก บหน งส อมอบฉ นทะ ค อ Evidence to be attached with this Proxy Form are: (1) หน งส อมอบอ านาจจากผ ถ อหน วยทร สต ให ค สโตเด ยน (Custodian) เป นผ ด าเน นการลงนามในหน งส อมอบฉ นทะแทน Power of Attorney from the unitholder authorizing a Custodian to sign the Proxy Form on behalf of the unitholder. (2) หน งส อย นย นว าผ ลงนามในหน งส อมอบฉ นทะแทนได ร บอน ญาตประกอบธ รก จ ค สโตเด ยน (Custodian) Letter of certification to certify that a person executing the Proxy Form has obtained a permit to act as a Custodian. 3. ผ ถ อหน วยทร สต ท มอบฉ นทะจะต องมอบฉ นทะให ผ ร บมอบฉ นทะเพ ยงรายเด ยวเป นผ เข าประช มและออกเส ยงลงคะแนน ไม สามารถแบ งแยกจ านวน หน วยทร สต ให ผ ร บมอบฉ นทะหลายคน เพ อแยกการลงคะแนนเส ยงได The unitholder appointing the proxy must authorize only one proxy to attend and vote at the meeting and may not split the number of units to several proxies for splitting votes. 66

67 Map of the Meeting Venue Enclosure 10 Crystral Room, at 2 nd Floor, The Tawana Bangkok, No. 80, Surawongse Road, Khwaeng Si Phaya, Khet Bangrak, Bangkok Tel: Fax: