PRIN : Annual Report 2014 by Prinsiri Public Company Limited

Contents Message from the Board of Directors Operation and General Information Financial Highlights Board of Directors Overview of Business Operations Nature of Business Risk Factors Business Assets Legal Disputes Capital Structure Management Structure Corporate Governance Corporate Social Responsibilities Internal Control and Risk Management Related Transactions Financial position and operating results Management Discussion and Analysis Accuracy of the Information Attachments Attachment 1 Profile of the Directors, Management Authorized person, and Company Secretary Attachment 2 The company’s subsidiaries Evaluate the Adequacy of Internal Controls Audit Committee’s Report Auditor’s Report Report of the Financial Statement Notes to Financial Statements

Page 2 4 10 11 18 28 50 52 59 60 64 77 89 92 96 110 117 131 135 139 140 150 151 153 161

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Message from the Board of Directors Dear all Shareholders, In 2014, Overview of the real estate industry has maintained, as the result of the negative impact from both of internal and external factors such as the political uncertainly, and the high household debt to Thailand economy. Moreover, the Financial Institution has still the restrictive monetary policy of loans. These factors made the people have anxiety in the real estate purchase decision but the player in the real estate sector will also have to compete and the focus on public relations by using public medias, including to competitive marketing strategy and sales, to attracted targeted customers and trying to maintain the Companyâ&#x20AC;&#x2122;s target. The Prinsiri Public Company Limited (the Company) had effected from real estate industry but we could launched 5 new projects in 2014 with total value around 6 Billion Baht. Although, it would to delays 3-6 months of the goal and some the projects have been deferring the schedule to launch the project. Therefor the real estate had revenue reduced by 1.09% in 2014, compared to 2013. For the year 2015, The Company has commit to deliver the real estate projects to response the customerâ&#x20AC;&#x2122;s needs. The company has the plan to launch new 5 projects, consists of 4 the horizontal projects and the condominium project which the estimated value of 5 Billion Baht. The Company still have the existing projects for sale including the backlog to be transfer estimated value of 1.10 ten Billion Baht in 2014. In addition, Our Company also has a Plearnery Mall Co., Ltd., a subsidiary company, it has operations for the community mall which launched in October 19, 2014 and it would be the source of constant revenue on ward. The Company has to take into account the sustainable to the business by creating the new projects including, the strategies marketing plan. Also managed to keep pace to the changes of market situation and the economics to create to the stability to the companyâ&#x20AC;&#x2122;s growth together with developing team work. The internal communications have to clear and spread including, to develop the construction products which is still the important task to the Company. On behalf of The Board of Directors would like to take this opportunity to thank including, our Shareholders, Financial institutions, the mass media, the government agencies, and private agencies by given a very well supported to business of the Company. We would like thanks to all trading partners, the executives and our staffs to dedicated to the Company. The Company would like to confirm to operate with integrity and hold on the ethics to be the strong business and strive for sustainable growth.

Professor. Warapatr Thodhanakasern Ph.D. Chairman Ms.Siriluck Kovitchindachai Chairman of the Executive Committee

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Mr.Utane Kongsoontornkitkul Managing Director

Operation and General Information General Information Company Name : Company Registration Number : Headquarters : Homepage : Telephone : Fax : Type of Business : Registered Capital : Paid -in : Par value of share :

Prinsiri Public Company Limited 0107547000320 123 Sun Towers Building, 12th Floor, Building A, Vibhavadi Rangsit Road, Chom Phon, Chatuchak, Bangkok 10900 http://www.prinsiri.com 02-617-6900-9 02-617-6910-11 Real Estate Developer 1,276,041,855.00 Baht 1,220,011,755.00 Baht 1 Baht per share

Subsidiaries Information Company Name : Company Registration Number : Headquarters : Homepage : Telephone : Fax : Type of Business : Registered Capital : Paid-in : Par value of share :

Prin Venture Company Limited 0105548055398 123 Sun Towers Building, 12th Floor, Building A, Vibhavadi Rangsit Road, Chom Phon, Chatuchak, Bangkok 10900 http://www.prinsiri.com 02-617-6900-9 02-617-6910-11 Real Estate Developer 100 Million Baht 100 Million Baht 10 Baht per share

Company Name

Grow Yotha Group Company Limited

Company Registration Number : Headquarters : Homepage : Telephone : Fax :

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0105545057390 123 Sun Towers Building, 12th Floor, Building A, Vibhavadi Rangsit Road,Chom Phon, Chatuchak, Bangkok 10900 http://www.prinsiri.com 02-617-6900-9 02-617-6910-11

Type of Business Registered Capital Paid-in Par value of share

: : : :

Construction and Material Distributor 60 Million Baht 60 Million Baht 100 Baht per share

Company Name : Company Registration Number : Headquarters : Homepage : Telephone : Fax : Type of Business : Registered Capital : Paid-in : Par value of share :

CN SPR (Thailand) Company Limited 0105550062410 123 Sun Towers Building, 12th Floor, Building A, Vibhavadi Rangsit Road, Chom Phon, Chatuchak, Bangkok 10900 http://www.prinsiri.com 02-617-6900-9 02-617-6910-11 Property rental and purchase the real estate for development 2 Million Baht 2 Million Baht 100 Baht per share

Company Name : Company Registration Number : Headquarters : Homepage : Telephone : Fax : Type of Business : Registered Capital : Paid-in : Par value of share :

Plearnary Mall Company Limited 0105556028582 242, 244, 246 Watcharapol Road, Tha Raeng, Bangkhen , Bangkok. http://www.plearnary.com 02-945-4111 02-945-4011 Shopping Center (Community Mall) 70 Million Baht 70 Million Baht 100 Baht per share

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Company Name : Company Registration Number : Headquarters : Telephone : Fax : Type of Business : Registered Capital : Paid-in : Par value of share :

Plearnland Company Limited. (Subsidiary of Plearnary Mall Co., Ltd.) 0105557071597 246 Room No.B201 Watcharapol Road, Tha Raeng, Bangkhen, Bangkok 02-945-4111 02-945-4011 Amusement park and Education Center for children 1 Million Baht 1 Million Baht 100 Baht per share

Company Name : Company Registration Number : Headquarters : Telephone : Fax : Type of Business : Registered Capital : Paid-in : Par value of share :

Eatery Company Limited. (Subsidiary of Plearnary Mall Co.,Ltd.) 0105557071589 242 Room No.A118 Watcharapol Road., Tha Raeng, Bangkhen, Bangkok 02-945-4111 02-945-4011 Restaurants 1 Million Baht 1 Million Baht 100 Baht per share

Company Name : Company Registration Number : Headquarters : Homepage : Telephone : Fax : Type of Business : Registered Capital : Paid-in : Par value of share :

Prin Energy Company Limited 0105556153263 123 Sun Towers Building, 12th Floor, Building A, Vibhavadi Rangsit Road, Chom Phon, Chatuchak, Bangkok 10900 02-617-6900-9 02-617-6910-11 Manufacture and sale of solar energy and renewable energy for office buildings. Design a solar power plants and maintenance services for solar energy systems. 1 Million Baht 1 Million Baht 100 Baht per share

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Entity which the Company holds 10 percent or more - None Other References Thailand Securities Depository Company Limited. 62 floor 7Th, The Stock Exchange of Thailand Building, Rutchadapisek Road., Klongtoey, Bangkok 10110 Telephone : 02-229-2800 Fax : 02-654-5642, 02-6545645, 02-654-5427 TSD Call Center : 02-229-2888 Website: http://www.tsd.co.th, Email: contact.tsd@set.or.th. The Certified Public Accountant Auditor Name Homepage Telephone Fax Auditor

: DIA International Auditing Company Limited : 316/32 Soi Sukhumvit 22, Rama 4 Road, Klongton, Klongtoey, Bangkok 10110 : http://www.diaaudit.com : 02-259-5300-2 : 02-259-8956 : 1. Mrs.Vilairat Rojnakarin Certified Public Accountant No. 3104 or 2. Ms. Somjintana Pholhirunrat Certified Public Accountant No. 5599 or 3. Ms.Suphaphorn Mangjit Certified Public Accountant No. 8125

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Financial Highlights Financial position and results of operations (Million Baht) Total Assets Total Liabilities Shareholdersâ&#x20AC;&#x2122; Equity Total Revenue Costs and Expenses Gross Profit Net Profit Info per share (Baht) The par value Book Value Earnings per share Market price (at end of year) Dividend per share (%) Financial Ratio (%) Ratio of profitability Gross Profit Margin - Real Estate Gross Profit Margin - Construction Materials Net profit from operations Net profit margin Rate of return on Equity Operating Efficiency Ratio Return on assets Return on fixed assets Asset turnover (times) Financial Ratios Debt to Equity Ratio (times) Interest Coverage Ratio (times) Dividend ratio Financial Ratio (percent) Liquidity ratio Quick Liquidity Ratio Turnover Accounts receivable - Real Estate Average collection period - Real Estate (days) Inventory Turnover Product sales period (days) Payable turnover Repayment period (days) Cash Cycle * Note : Have not been approved by the shareholders

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2012

2013

2014

7,202.60 3,437.79 3,764.81 2,820.04 2,368.58 1,007.40 354.43

9,075.77 5,237.00 3,838.77 2,475.23 2,210.75 810.82 191.80

10,434.76 6,545.25 3,889.51 2,499.00 1,780.93 708.52 74.49

1 3.02 0.29 2.00 5.00

1 3.12 0.16 1.35 1.48

1 3.17 0.06 1.53 3.27*

36.25 11.08 16.11 12.57 9.14

33.53 19.54 10.77 7.75 5.00

28.99 28.94 5.66 2.98 1.92

4.92 23.96 0.39

2.11 11.73 0.27

0.71 3.24 0.24

0.91 26.38 34%

1.19 12.60 64%

1.50 4.01 33%*

3.04 0.19 34.23 10.52 0.53 684.16 6.55 54.97 639.71

3.25 0.33 12.43 28.96 0.37 972.67 3.97 90.77 910.87

2.52 0.23 7.06 50.98 0.33 1,066.99 2.87 125.22 992.75

4 Board of Directors Name-Last name : Position : Age : Nationality : Educational : background : : : :

Professor Warapatr Todhanakasem, Ph.D. Chairman / Independent Director 65 Thai Ph.D. in Business Economics. University of Illinois Urbana-Champaign USA Master Degree in Economics. University of Illinois Urbana-Champaign USA. Master of Business Administration Kellogg School of Management Northwestern, University Evanston Illinois USA. Bachelor of Law, Thammasat University Bachelor of Economics (First Class Honors), Thammasat University

Shares Proportion (%) : Executive Relationship : Work experience within the past 5 years Duration Position Company 2009 - Present Chairman Prinsiri Public Company Limited / Independent Director 2002 - 2009 Managing director TRIS Corporation Limited (TRIS) 1998 - 2002 Managing director TRIS Rating Company Limited 1974 - 1995 Executive Vice President Kasikorn Bank Public Company Limited

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Name-Last name : Position : Age : Nationality : Educational : background : : : : : :

Associate Professor Anchalee Pipatanasern Chairman of the Audit Committee / Independent Director 62 Thai Bachelorâ&#x20AC;&#x2122;s degree in accounting. MS (Accounting), Thammasat University Bachelor of Accounting (Honors 2). Faculty of Commerce and Accountancy, Thammasat University Training Courses DCP 2009 Training Courses ACP 2010 Training Courses Advance ACP 2011 Training Courses RCP 2012 Training Courses CGI 2014

Shares Proportion (%) : Executive Relationship : Work experience within the past 5 years Duration Position Company 2009 - Present Chairman of the Audit Prinsiri Public Company Limited Committee 2009 - Present. Independent Director AIRA Securities Company Limited and Audit Committee. 2007 - 2010 Head of Department of Accounting Thammasat University 1995 - Present Committee of the Real Estate Faculty of Commerce and Accountancy, Business Thammasat University 2008 - 2009 Independent Director, The legal and moral constraints Truth Audit Committee Company Limited 2004 - 2007 Vice President for Finance Thammasat University 2003 - 2004 Head of Department of Accounting Faculty of Commerce and Accountancy, Thammasat University

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Name-Last name : Position : Age : Nationality : Educational : background : :

Assistant Professor Monpaka Vongsa Audit Committee / Independent Director 56 Thai Bachelorâ&#x20AC;&#x2122;s Degree in Construction Management, Silpakorn University Bachelor of Architecture, Silpakorn University DCP 128 / 2010

Shares Proportion (%) : Executive Relationship : Work experience within the past 5 years Duration Position Company 2009 - Present Audit Committee and Prinsiri Public Company Limited Independent Director 2015 - 2017 Fund Committee The Association of Siamese Architects under the Royal Patronage of His Majesty the king (ASA) 2012 - Present Ethics Committee Architect Council of Thailand (ACT) 2011 - Present Managing Director Art Root Company Limited 2008 - 2011 Assistant Director, Sripatum University Master of Science course, Department of Construction Management 1999 - 2008 Assistant Dean for Student Affairs Faculty of Architecture, Sripatum University 1997 - 1999 Professor Faculty of Architecture, Sripatum University 1996 - 1997 Special Education Professor Faculty of Architecture, Sripatum University 1992 - 1997 Project Architect SJA 3D Company Limited 1989 - 1992 Architect Sumet Jumsai Associates Company Limited

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Name-Last name : Position : Age : Nationality : Educational : background : :

Associate professor Witaya Danthamrongkul Audit Committee/ Independent Director 52 Thai Master of Business Administration. Oregon State University USA. Bachelor of Economics (1st Class Honorsâ&#x20AC;&#x2122;) in Finance, Thammasat University DCP 2007

Shares Proportion (%) : Executive Relationship : Work experience within the past 5 years Duration Position Company 2009 - Present Independent Director and Prinsiri Public Company Limited Audit Committee. Present Lecturer Human Resource Thammasat University Management 2006 - 2007 Director, Project Management Faculty of Commerce and Accountancy, Journal Thammasat University 2000 - 2001 Director of Training Small and Medium Enterprises Development Institute (ISMED)

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Name-Last name : Position : Age : Nationality : Educational : background :

Ms.Siriluck Kovitchindachai Chair Person of the Executive Committee / Directors 66 Thai 20 years’ experience in the real estate business To attend the training course. DAP The 20, on July 8, 2004.Shares

Shares Proportion (%) : 23.17 Executive Relationship : Mr.Kwanchai Mongkolkittaveepol’s sister and / Mr.Chairat Kowitchindachai’s aunt Work experience within the past 5 years Duration Position Company 2011 - Present Chair Person of the Prinsiri Public Company Limited Executive Committee / 2000 - 2008 Chairman/Managing Director Prinsiri Public Company Limited Directors 2007 - Present Directors CN SPR (Thailand) Company Limited 2007 - 2011 Directors Prin Venture Company Limited 1995 - 2004 Chairman and Managing Director Jindapong Property Company Limited 1993 - 2002 Chairman and Managing Director Thai Jinda Property Company Limited

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Name-Last name : Mr.Utane Kongsoontornkitkul Position : Managing Directors / Executive Director Age : 60 Nationality : Thai Educational : Master of Business Administration (Executive MBA), Thammasat University background : Bachelor of Engineering, Chulalongkorn University : DCP for the year 2004. Audit Program. (Securities Exchange of Thailand (SET) 2005 Shares Proportion (%) : Executive Relationship : Work experience within the past 5 years Duration Position Company 2014 - Present Managing Directors and Prinsiri Public Company Limited Executive Directors 2014 - Present Chairman of the Audit Goldfine Manufacturers Public Committee Company Limited 2011 - 2014 Directors and Prinsiri Public Company Limited Executive Committee 2008 - 2009 Directors Wangkanai Company Limited 2008 - 2009 Chairman of the Audit Siam City Asset Management Committee and Board of Company Limited Directors 1984 - 2010 Senior Vice President. Siam City Bank Public Company Limited (SCIB) Line a large (final position)

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Name-Last name : Position : Age : Nationality : Educational : background : :

Mr.Kwanchai Mongkolkittaveepol Executive Director / Director 54 Thai Diploma.Siam Technology College With over 20 years’ experience in the real estate business To attend the training course. DAP the 20 on July 8, 2004

Shares Proportion (%) : 0.20 Executive Relationship : Ms.Siriluck Kowitchindachai’s brother and Mr.Chairat Kowitchindachai’s uncle Work experience within the past 5 years Duration Position Company 2012 - Present Directors Prinsiri Public Company Limited 2011 - Present Directors Grow Yotha Group Company Limited 2008 - Present Senior Director Prinsiri Public Company Limited 2007 - Present Directors CN SPR (Thailand) Company Limited 2005 - 2008 Executive Vice President. Prinsiri Public Company Limited Division customer 2000 - 2005 Executive Vice President. Jindapong Property Company Limited Marketing Division 1993 - 1995 Director of Marketing Jindapong Property Company Limited Notes Authority to sign on behalf of the Company are Ms.Siriluck Kovitchindachai Mr.Utane Kongsoontornkitkul and Mr.Kwanchai Mongkolkittaveepol these was only two of three directors jointly sign with the Company’s seal.

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1. Overview of Business Operations 1.1 Company mission • To create a quality of life for working perfectly, happily and encourage a training on Research and Development on real estate business in order to build an innovation on housing in the future continuously. • To develop an operational standard system in design, construction and management to be reliable and professional internationally. • To focus on creating transparency and satisfactory to customers, partners and shareholders including to return profit to community, society and country. Vision Prinsiri has committed in developing standard of real estate proactive management to be a leader in creation “Home” for building family, community and quality of perfect life. 1.2 Overview of the business of the Company and its subsidiaries • Overview Business of Prinsiri Public Company Limited. Prinsiri Public Company Limited was estabished on February 23, 2000 at the end of 2014 the Company has registered capital of 1,276.04 MB and paid-up capital of 1,220.01 MB. Divided into ordinary shares of 1,220.01 Million shares at par value of Baht 1 per share, Company operates real estate development business in the categories of housing estates and residential condominium. Also the Company is the developer and owner of the company. In 2001 and 2004, the Company won Awards of Merit from the Pacific Coast Builders Conference (PCBC) held in the USA. The Company also received an honorable mention and a “Good” class award for “The Best Energy-Saving Home Awards” in 2007 and 2008, respectively from the Department of Alternative Energy Development and Efficiency, Ministry of Energy. Highlight by property development under the concept of “The Art of Living”. Today held that a leading property development company that has been recognized and the trust of consumers is considerably under the brand of “Prinsiri”. In 2014 Company reported revenues from the sale of Real Estates worth of 2,372.83 MB. The Company’s products are in the following categories: (1) Housing Estates. The Company’s housing estate projects can be classified by product identity and target group and are developed under the following project names: (1.1) Single detached house / Duplex House (1.1.1) Single detached houses for middle and upper market, under project names “PRINN”, “Zerene”, and “Iconature”, The Duplex house with prices start from 5.00 MB per Unit, target market being medium-high income earners. (1.2) Town House & Town Home (1.2.1) Three-story town houses under the project names “CORAZON”, with prices about 7.99 MB per Unit and the target market being medium-high income earners. (1.2.2) Three-story townhouses under the project names “Sixnature”, with prices about 3.00 - 5.00 MB per Unit and the target market being medium income earners. (1.2.3) Two-story townhouses under the project names “Citysense”, with prices about 2.00 - 3.00 MB per Unit and The target market being medium income earners. 18 / The Art of Living

(2) Condominiums, which are classified by product identity and target group and developed under the following project names: (2.1) Low rise condominiums (not higher than 23 Meters): (2.1.1) Under the brand names “Bridge”, “Zelle”, “The Pride” and “Smart Z”, (Non BOI) with a price range of 1.29 -3.60 MB per Unit. The target market being medium to relative high-income earners. (2.1.2) Under the brand names “SMART Condo”, with a price range of 1.00 MB per Unit. The target market being medium income earners. (2.2) High rise condominiums (higher than 23 Meters) (2.2.1) Under the project name “The Complete”, with a price range of 3.00 -12.00 MB per Unit. The target market being medium to relative high income earners. The goal in our business The Company’s business objectives are to be the leader among Thai real estate developers and for the brand “Prinsiri” to be recognized and trusted by consumers. The Company aims to continue its expansion of the business which will concentrate on development of housing estates and condominiums. The target is to procure land for development of 6 -12 projects a year. Efforts will be intensified to increase public awareness of the brand “Prinsiri”. Therefore, the Company is focused on qualifying of land perfectly, distinguished. Develop and improve the layout, quality of construction projects. Include the selection of materials of construction equipment with good quality right on each project. We also focus on after sales service as well. The Company and its subsidiaries had launched the total of 24 projects totaling approximately 22,611.62 MB worth of sales of approximately 13,681.42 MB, and in 2014 the sales launch of 5 new projects worth a total of about 6,120 MB. The revenue from real estate was recognized at 2,372.83 MB In 2014, the company has budgeted for the purchase of land for approximately 1,000 MB. The Company has marketing aims to build awareness of the brand “Prinsiri” (Brand Awareness) provides. By emphasizing the consumer awareness, Home Prinsiri the word “home”, this truly is the center of the family. And warmth under the concept of “The Art of Living”. Advertising through media such as television, radio, billboards, brochures, etc. to emphasize the needs of the consumer products company. The company has applied into practice concepts such as project planning, design and landscaping of the project. The company holds shares in 7 subsidiaries company with holding the ratio more than 99 percent of its paid up capital as follow: (1) Prin Venture Company Limited is engaged in the business of real estate development in the category of housing estates established on April 22, 2005 The Company holds 100% of the shares. (2) Grow Yotha Group Company Limited is engaged in business of the construction and construction materials to the Company and it’s contractors. The Company holds 99.99 percent of the paid up capital. (3) CN SPR (Thailand) Company Limited which commercial and real estate rental. Most of the land property. Established on June 15, 2007 the Company holds 99.97 percent of the paid up capital.

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(4) Plearnary Mall Company Limited which shopping center is located at Watcharaphon located on land owned by the Prinsiri Public Company Limited was established on February 14, 2013 the Company holds or 99.97 percent of the paid-up capital (Commercial Operations on October, 2014). (5) Plearnland Company Limited which is services Theme Park for children. As a subsidiary company of Plearnary Mall was established on May 23, 2014 the Company holds 99.97 percent of the paid-up capital. (Expected to start commercial operation in Q1 2015). (6) Eatery Company Limited which is a Restaurant. As a subsidiary company of Plearnary Mall was established on May 23, 2014 the Company holds 99.97 percent of the paid-up capital. (Commercial operation on October, 2014). (7) Prin Energy Company Limited which manufactures and sells solar power and alternative energy for Residential office building Design a solar power plant As well as maintenance services for solar energy systems. Established on September 20, 2013 the Company holds 99.97 percent of the paid-up share capital. (as at December 31, 2014 was not a commercial operation). • Overview Business of Prin Venture Company Limited Prin Venture Company Limited (Prin Venture) was estoblished on April 22, 2005 with paid-up capital of 5 MB comprising in the business of real estate development, housing, commercial buildings, residential buildings. Including construction all kinds. Characteristic of business for sale, purchase, housing and estates operations. At the initial stage, a joint venture between the Company and Univentures Public Company Limited, which has not a connected person whatsoever with the company is holding 51 percent and 49 percent respectively. At the present Prin Venture Company has paid-up capital of 100 MB. The Company to purchase all shares from the Univentures Company Limited The Company’s shareholders in the ratio of 100 percent. However the Company and Prin Venture Company Limited have a policy to operation separate clearly by. Prin Venture is focused on real estate business such as Single detached home, Town House and Condominium by considering the potential suitability of the product development of each location. Prin Venture has expertise and experience in developing real estate projects more than 10 years, will serve as the construction management plan, sales and marketing as well as the transfer of goods in each project. Prin Venture is regarded as a property development company that has been accepted and the trust from the consumers under the brand “ Prinsiri “ whether it is the appropriate project location, product quality, reasonable price and the after sale service. The company has been developing and improving its products continued throughout so that the product meets the customer’s needs, as project location design, project planning, house style and project design functionality. Selection of construction materials accessories Including design, layout, landscaping is appropriate for the environment in each project. Adoption of the new construction technology which will increase efficiency of the construction. It will reduce construction period and quality control has improved to meet customer demand, etc. • Overview Business of Grow Yotha Company Limited Grow Yotha Company Limited was established on June 4, 2002 with a paid-up capital of 10 MB current

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registered capital of 60 MB, comprising the construction business and Construction Materials, cement, steel, colors and wood, etc. The sales and service for the Company. And contractor of the Company mostly. The company has decided to invest in Grow Yotha Co., Ltd to require capacity building and strengthening the business. Including contractors, to reduce risk and reduce the volatility of construction costs. • Overview Business of CN SPR (Thailand) Company Limited CN SPR (Thailand) Company Limited established on June 15, 2007 with a paid-up capital of 2 MB. the rental business. And trading, real estate development, such as the purchase of land and property for trade and investment to profit from the increased value of real estate. Renting both short and long term. Including income from services or management services, etc. and residential resort will be the company’s other revenue such as rental services. • Overview Business of Plearnary Mall Company Limited Plearnary Mall Company Limited established on February 14, 2013 with a paid-up capital of 1 MB Business Center is located at Watcharaphon Rd., Bang Khen, which is located on land owned by Prinsiri Plearnary Mall has Paid-up capital of 70 MB, the Company’s shareholders in proportion to the percentage of 99.97. Plearnland a subsidiary of the Plearnary Mall Company Limited which is a children’s amusement park established on May 23, 2014 with a paid-up capital of 1 MB. (Expected to start commercial operation in Q1 2015) and Eatery Company Limited which operates the restaurant. established on May 23, 2014 with a paid-up capital of 1 MB (Commercial operations in 2014). • Overview Business of Prin Energy Company Limited Prin Energy Company Limited, established on September 20, 2013 with paid-up capital of 1 MB, a manufacturer and distributor of electricity from solar energy and renewable energy for residential, office building. Design a solar power plant and solar electric systems maintenance (In 2014, not in commercial operation).

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1.3 Major Developments Prinsiri Public Company Limited was established on February 23, 2000, with an initial paid-up capital of 5 MB to operate real estate development business in the categories of housing estates and condominiums. In 2001 and 2004, the company won Awards of Merit from the Pacific Coast Builders Conference (PCBC) held in the USA. The company also received an honorable mention and a “Good” class award for “the Best Energy-Saving Home Awards” in 2007 and 2008, respectively, from the Department of Alternative Energy Development and Efficiency, Ministry of Energy. As at December 31, 2014, the company had a registered capital of 1,276.04 MB and paid-up capital of 1,220.01 MB. 2004 • The Company was converted from a limited company to a public company limited as a preparation for offering of ordinary shares for sale to the public and for listing on the Stock Exchange of Thailand. 2005 • The Company invested in Grow Yotha Group Company Limited, which operated construction business and sales of construction materials, holding 99.99% of the shares. • The Company entered into a joint venture with Univenture Public Company Limited in setting up Prin Venture Company Limited to operate real estate development business, holding 51.00% of the shares. • The Company raiscd fund by the initiel public offering of 155 million new ordinary shares with a par value of one Baht per share at 2.80 Baht per share, thus the Company’s paid-up registered capital to 670 MB. The Company was listed on the Stock Exchange of Thailand, with its shares starting to be traded on the main board on November 7, 2005. 2006 • The Company launched its first condominium project under the name “The Pulse Condominium” on Soi Ladprao 44. • The Company and Univenture Public Company Limited increased investment in Prin Venture Company Limited twice to expand the business, resulting in Prin Venture Company having a paid-up registered capital of 76.25 MB, with the Company retaining its shareholding at 51.00 %. 2007 • The Company launched condominiums, brands “The Complete” and “Smart Condo”. • The Company launched two-story semidetached houses and townhouses by creating new brands, “Prinyada Light” and “Prinyaluck Light”. • The Company offered 335 MB shares new ordinary shares to existing shareholders with a per value of one Baht each and a selling price of 1.50 Baht per share at the ratio of two existing shares to one new share, resulting in its registered capital rising to 1,005 MB. • The Company established CN SPR (Thailand) Company Limited to operate property lease business and to trade property pending development, holding 99.97 % of the shares. 2008 • The Company launched Single detached houses and townhouses brand “Ban Prinsiri” and “Ban Prin”. • The Company launched condominium brand “The Pride Pattaya sai 2” 2009 • The new image Change (Rebranding) by changing logo of the company. In the event of 10 years Anniversary of Prinsiri. The slogan has to be replaced with “The Art of Living”. • The Company launched townhome with three-story brand “Sixnature” and two-story townhome brand “Citysense”

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2010 • The Company reised the paid-up capital of 1,005.00 MB to 1,105.5 MB, by issued stock dividend at the ratio of 10 shares per one new share. • The Company launched 4 projects worth more than the 2,472.14 MB. The horizontal project are 3 projects under the brand “Sixnature” total 2 project, including the “Viphawadee 60” and “Petchakasem 69” and under the brand name “Citysense” the projects name “Songprapa”, “Prachachuen” Condominium project.(low-rise) under the brand name “Smart Condo” of such a project. The “Watcharapol”. • The Company has agreed to purchase shares of its common of 4.9 MB shares of Prin Venture Company Limited; the company holds a 100 % shareholding in the Prin Ventures Company Limited. 2011 • The Company has paid-up capital of 1,005.00 MB to 1, 216.04 MB, by issued stock dividend at the ratio of 10 shares per one new share. • The company opened a total of 6 projects worth of more than 4,712.93 MB, The Single Detached houses project under the brand “Zerene” The “Phutthamonthon 3” and “Rama 2 - Takarm” and townhouse under the brand “Sixnature” is one project, including project “Ekachai - Bang Bon” and under brand “Citysense” of the 3 projects, the “Watcharapol”, “Prachacheon” and “Viphawadee 60” 2012 • The company lauched 2 projects worth of more than 551.75 MB. The townhouse project is brand “Citysense” is on Bangna-Trad Km.10 and Condominium project under the brand name “Smart Z” is On- Nut Project. • The General Meeting are approval of Shareholders No. 1 for warrants to employees and executives of 60 million units, in the exercise of ordinary shares of the Company at a price per share of 1.50 Baht. warrants by 2 years 7 months. By the increase in registered capital of Baht 1,216.04 MB to 1,276.04 MB. • The allocation of warrants to employees and executives of the outstanding 33,370,000 units. Warrants have not been allocated 26,630,000 units. • Employees and Executive exercised warrants of the staff and the executives in the ratio of 1 warrant to purchase one common share and 3,261,800 shares of its common stock, and the increase of 1,216.04 MB. To 1,219.30 MB in December 2013. 2013 • Established Plearnary Mall Company Limited on February 14, 2013, for operation the Shopping Mall. The paid-up capital as at December 31, 2013 was 70 MB, the company holds 100 percent (as at December 31, 2013 was not a commercial operation). • Employees and Executives exercised warrants of the staff and the executives in the ratio of 1 warrant to purchase one common share and 668,100 shares of its common stock, and the increase of 1,219.30 MB. To 1,219.97 MB. • Established Prin Energy Company Limited on September 20, 2013 with the paid-up capital of 1 MB, a manufacturer and distributor of electricity from solar energy. And renewable energy. (As of December 31, 2013 was not a commercial operation). • The Company launched 4 projects worth of the 3,222 MB. The Condominium project is under the brand “Bridge” is on Satorn-Naratiwat and the Horizontal 3 projects under the brand “Iconature” is project name “Ramindra 109” under the brand “Zerene” project is “Kanlapaphruek” and under the brand name “Citysense” is “Phetkasem 69 Inthapat 9”

The Art of Living / 23

2014 • Launched the luxury single detached houses project during the quarter 1/2014 under the brand “PRINN” located on Sathorn-Ratchapruek with worth approximately 2,400 MB. • Launched the town home project during the quarter 2/2014 under the brand “Sixnature” located on Ram inthra. with worth approximately 760 MB. • Grow Yotha Co., Ltd. The increase of paid-up capital of 10 MB to 60 MB for the business expansion. • Established Plearnland Company Limited which is service theme park for children and established Eatery Company Limited for restaurant business on May 23, 2014 (Subsidiary companies of Plearnary Mall Company Limited). • Condominium project launched during the quarter 4/2014 by new brands under the name “Zelle Rattanathibet”, approximated project value 1,200 MB. • Launched of detached houses project during the quarter 4/2014 under the brand name “Iconature Rama 2”, approximated project value 1,100 MB. • Launched of Townhouses project during the quarter 4/2014 under the brand name “CORAZON Prachachune”, approximated project value 660 MB. • Employees exercised warrants of the staff and the executives in the ratio of 1 warrant to purchase one common share are 40,000 shares of its common stock, and increase the paid-up capital of 1,219.30 MB to 1,220.01 MB. 1.4 Structure of Shareholding of Prinsiri Public Company Limited. and subsidiaries. The Company has 7 subsidiary companies consist of. (1) Prin Venture Company Limited - Housing and Real Estate Developer - Headquarters: 123 Sun Towers Building A, 12th Floor, Vibhavadi Rangsit Road, Chom Phon, Chatuchak, Bangkok 10900 . (2) Grow Yotha Group Company Limited - Construction and Construction Materials, cement, steel, colors and wood, etc. The sales and service for the Company. And contractor of the Company mostly. - Headquarters : 123 Sun Towers Building A, 17th Floor, Vibhavadi Rangsit Road, Chom Phon, Chatuchak, Bangkok 10900 . (3) CN SPR (Thailand) Company Limited - The rental business and trading, real estate development, such as the purchase of land and property for trade and investment to profit from the increased value of real estate. Renting both short and long term. Including income from services or management services, etc. and residential resort will be the company’s other revenue such as rental services. - Headquarters : 123 Sun Towers Building A, 12th Floor, Vibhavadi Rangsit Road, Chom Phon, Chatuchak, Bangkok 10900

24 / The Art of Living

(4) Plearnary Mall Company Limited - Shopping Center. - Headquarters : 242, 244, 246 Wacharapol Road, The Raeng, Bang Khen, Bangkok (Commercial operations in 2014) (5) Plearnland Company Limited - Themepark and Education center for Children. - Headquarters: 242 No.B201 Wacharapol Road., Tha Raeng, Bang Khen, Bangkok. (Commercial operations in Q1/2015). (6) Eatery Company Limited - Restaurant business - Headquarters: 242 No.A118 Wacharapol Road, Tha Raeng, Bang Khen, Bangkok. (Commercial operations in 2014). (7) Prin Energy Company Limited - manufacturer and distributor of electricity from solar energy and renewable energy for residential, office building. Design a solar power plant and solar electric systems maintenance. - Headquarters : 123 Sun Towers Building A, 12th Floor, Vibhavadi Rangsit Road, Chom Phon, Chatuchak, Bangkok 10900. (As of December 31, 2014 was not a commercial operation) 1.5 Policy of dividing the implementation of the Company. And subsidiaries The Company’s policy implementation. Clearly by the Company and its subsidiaries operate independently as follows. - Prinsiri Public Company Limited (“Company”) and its Prin Venture Company Limited a property developer for housing and condominium The Company wil develop and own the project. By focusing on real estate development. - Grow Yotha Group Company Limited operates for Construction and construction materials, cement, steel, paint and wood, etc. The sales and service for the Company and its contractors. - Plearnary Mall Company Limited which consist of Shopping Mall. Commercial business operations by the year 2014 with 2 subsidiary companies are Plearnland Company Limited, and Eatery Company Limited. - Prin Energy Company Limited. Manufacturer and distributor of electricity from solar energy and renewable energy for residential, office building. Design a solar enery plant and solar electric systems maintenance services. (As of December 31, 2014 was not a commercial operation). Prinsiri Public Company Limited has been expanding business continuously. At present, the company is engaged in 7 business, with a total investment more than 99 percent shareholding. Company would to discribe as follows:

The Art of Living / 25

Shareholding the Company and Subsidiaries Company/ subsidiaries

Shareholding of the company %

1. Prin Venture Company Limited 100.00 2. Grow Yotha Group Company Limited 99.99 3. CN SPR (Thailand) Company Limited 99.97 4. Plearnary Mall Company Limited 99.97 5. Plearnland Company Limited 99.97 6. Eatery Company Limited 99.97 7. Prin Energy Company Limited 99.97

Business Operations

Property Developer Construction and Construction Materials. The rental business. And trading, real estate development Shopping Mall Amusement park and Education Center for children Restaurant Manufacturer and distributor of electricity from solar energy and renewable energy

Structure of Shareholding of Prinsiri Public Company Limited and Subsidiaries Prinsiri Public Company Limited Registered capital 1,276.MB. paid-up capital of 1,220.01 MB. 100.00 % Prin Venture Company Limited paid-up capital of 100.00 MB.

99.99% Grow Yotha Group Company Limited paid-up capital of 60.00 MB.

99.97% CN SPR (Thailand) Company Limited paid-up capital of 2.00 MB.

99.97 % Plearnary Mall Company Limited paid-up capital of 70 .00 MB.

99.97 % Prin Energy Company Limited paid-up capital of 1.00 MB.

99.97 % Plearnland Company Limited. paid-up capital of 1.00 MB.

99.97 % Eatery Company Limited. paid-up capital of 1.00 MB.

26 / The Art of Living

1.5 Relationship with the group of major shareholders Table showing the details about the tenure of the management and the control of the Company. As of December 31, 2014 List Prof.Dr.Warapatr Todhanakasem Asso. Prof. Anchalee Pipatanasern Asst. Prof. Monpaka Vongsa Asso. Prof. Witaya Danthamrongkul Ms.Siriluck Kovitchindachai Mr.Utane Kongsoontornkitkul Mr.Chairat Kovitchindachai Mr.Kwanchai Mongkolkittaveepol Mr.Chavai Kovitchindachai Mr.Chaiwut Kovitchindachai Ms.Kittima Sakulsuwan Ms.Patcharee Kovitchindachai Ms.Nipha Aphirattanarungruang Mr.Prinya Kovitchindachai

Prinsiri Public Company Limited / / / /

X , @ $ , @ $ , @ $ , @ / , // / , // // , 0 / , // , 0

Subsidiaries Subsidiaries of Plearnary Mall CN SPR Grow Yotha Prin Venture Prin Energy Plearnary Mall Plearnland Eatery (Thailand) Group Company Company Company Company Company Company Company Limited. Limited Limited Limited Limited Limited

, , , ,

/ , // / , // / , // / , //

/ , //

/ , // / , //

// , 0 // , 0

/ , //

/ , // / , //

Note : / = Director, X = Chairman , // = Excutive Directors , 0 =Management ,$ = Audit Committee , @ = Independent Directors

The Art of Living / 27

2. Nature of Business Prinsiri Public Company Limited. The company is a property developer, Type of housing and type of residential condominium. The project launched in 2014 of 5 projects of single detached houses, Town Houses / Home Office, and Condominiums. The focus is one of the Thailand leading property developments. It has been accepted and the trust from the consumers under the brand â&#x20AC;&#x153;Prinsiriâ&#x20AC;? Today, The company shareholding in 7 subsidiaries in a ratio holds more than 99 percent of the paid-up capital of companies include Prin Venture Co., Ltd., Grow Yotha Group Co., Ltd., CN SPR (Thailand) Co., Ltd., Plearnary Mall Co., Ltd. and Prin Energy Co., Ltd. Their subsidiaries companies of Pleanery Co., Ltd. Consist of two are Plearnland Co.,Ltd. and its Eatery Co., Ltd. We can summarize the revenue structure of the Company and its subsidiaries; the income is derived from three product categories : 1. Single Detached house 2. Townhome and Home office 3. Condominium. The revenue of the Property during 2012 - 2014 are detailed below: Revenue Structure of the Company and Subsidiaries Revenue Structure of the Company and subsidiaries Show details for 2012, 2013 and 2014 are as follows:

Revenue

Operator

Detached house - upper market Detached house - middle market / Semidetached house Townhouse / Home Office Condominium

Prinsiri Prinsiri

2012 2013 2014 Consolidated Consolidated Consolidated financial statement financial statement financial statement MB % MB % MB % 68.40 2.43 0.00 0.00 508.15 20.34 297.08 10.53 368.81 14.90 546.34 21.86

Prinsiri Prinsiri/

1,638.83 766.42

58.11 1,536.69 27.18 493.57

62.08 638.03 25.53 19.94 2,372.83 27.22

Prinsiri/

2,770.73

98.25 2,399.07

96.92 2,372.83 94.95

Total revenue from property sales Revenue from leases and service Revenue from goods sales

Prin Venture Prin Venture Plearnery Mall

Grow Yotha

0.00 25.69

0.00 0.91

0.00 39.02

0.00 1.58

35.17 27.78

1.41 1.11

Revenue from Construction

Grow Yotha

6.38

0.23

17.94

0.72

23.09

0.92

Other revenues

Company / Subsidiaries

17.24

0.61

19.20

0.78

40.14

1.61

Total revenue

2,820.04

100.00 2,475.23

Notes : Sales prices of detached house - upper market, more than 10 MB over. Sales prices of detached house - middle market, from 3 to 10 MB

28 / The Art of Living

100.00 2,499.01 100.00

The Company and its subsidiaries had revenue mainly from the sale of real estate in 2012, 2013 and for the 2014, the Company and its subsidiaries have cut the revenue from the sale of real estate is 98.25% , 97.05% and 94.95 % of total revenues, respectively. In 2012, the revenue from the sale of Townhouse and Condominiums 58.11 % and 27.18 % of total revenues. In 2013, the revenue from the sale of townhomes and condominiums. Accounted for 62.16 % and 19.97 % of total revenues. In 2014, the revenue from the sale of Single detached house and Condominiums are 42.20 % and 27.22 % of the total revenues. In 2012, the company had revenues of townhouse higher than revenue from condominiums and Single detached house. The Company has transferred 10 projects, valued at 1,638.83 MB. In 2013, the Company had revenue from the sale Townhome than condominiums and detached homes. Due to the transfer of approximately nine projects, this is worth 1,536.69 MB. In 2014, the Company had revenue from the sale Single detached house over than other products due to transfer 6 projects valued at 1,054.49 MB. The Company and it’s subsidiary have revenue from the sale of construction material, cement, paint, steel, wood and construction etc. In 2012, 2013 and 2014, a portion of sales are 0.91%, 1.58 % and 1.11 % of total revenue respectively. In 2012, 2013 and 2014 the Company had no revenues from the sale of landbank, For other income most from customers who do not come to sign an agreement on deadline and drop to pay the installment payments without contacting the company. 2.1 Product characteristics The Company is engaged in real estate development business in the categories of housing estates (pre-built houses) and residential condominiums for sale. Most of the project locations selected are in Bangkok and surrounding areas near communities, with complete public utilities (electricity, water supply, communication and transportation). The brand “Prinsiri” is used for all product types under the concept “The Art of Living” by using the corporate brand.

The Company attaches great importance to product quality, taking meticulous care of all the details and material selection and quality control at every stage of production. Products are constantly developed to best suit customers’ requirements. In selling the products, customers are required to make reservation, down and contract signing payments in the total amount of 10% of the sales price. Down payments are made in 3-12 months, depending on the construction time and the agreement between the customer and the Company. The schedule for delivery of the house and ownership transfer is stipulated on the contract signing date and in the purchase contract, which of course, depends on the customer’s readiness.

The Art of Living / 29

Details of each type of products are as follows: 1. Housing estate The Company’s housing estates are horizontal development projects. Products in this type are houses or buildings not more than four-story. The house and building style and project design of individual projects vary with the location and customer’s needs. However, each project has complete infrastructure, facilities and security, such as a clubhouse, a swimming pool, a recreation park and security systems. The Company’s housing estate projects can also be classified by product identity and target group and are developed under the following project names: 1.1 Single detached house 1.1.1 Single detached house for upper market Logo of the Project : Project Name : PRINN Price Range : 15.0 MB and over Target Market : High income customers 1.1.2 Single detached house for middle to upper market

Logo of the Project : Project Name : Price Range : Target Market :

Zerene and Iconature 5.00 - 10.00 MB Middle income to high income customers

1.2 Town House & Home Office 1.2.1 three-story townhouse (New Brand) Logo of the Project : Project Name : CORAZON Price Range : 6.00 – 10.00 MB Target Market : Middle income to high income customers

30 / The Art of Living

1.2.2 three-story townhouse Logo of the Project : Project Name : Price Range : Target Market :

Sixnature 3.50 - 5.00 MB Medium income customers

1.2.3 Two-story townhouse Logo of the Project : Project Name : Price Range : Target Market :

Citysense 2.50 - 5.00 MB Medium income customers

2. Condominium The Company’s condominium projects are vertical development for sale. Products of this category are condominium buildings at least eight-story high. The building design and project design of each project are unique, depending on the location and customers’ needs. Each project under the Company’s operation has complete common infrastructure, facilities and safety, such as a swimming pool along with a beautiful garden, elevators, satellite television, and security systems. Condominium products are developed under 3 brands, categorized by market positioning and distinguished characteristics, for easy remembering. The Bridge Smart Condo, The Pride and The Zelle are used for low rise condominiums (maximum hight of 23 meters), while The Complete is for high rise condominiums (more than 23 meters high). Low Rise Condominiums (Less than 23 meters high) Logo of the Project :

Project Name :

Logo of the Project : Project Name : Price Range : Target Market :

Bridge

(Non BOI)

Smart Z Start at 1.80 MB Medium to relatively high income

The Art of Living / 31

Logo of the Project Project Name Price Range Target Market

: : : :

(BOI) Smart Condo Start at 1.00 MB Medium income customers

Logo of the Project : Project Name : Price Range : Target Market :

The Pride Pattaya (Soi 2) 2.00 - 5.00 MB Medium to high income

Logo of the Project : Project Name : Zelle Rattanathibaj Price Range : Start at 1.49 MB Target Market : Medium to high income High Rise Condominiums (more than 23 meters high) Logo of the Project : Project Name : The Complete Price Range : 2.3 - 12.00 MB Target Market : Medium to relatively high income

32 / The Art of Living

Praditmanoonthum Road

Soi Chamchan

Siritawara

Prinyada Chamchan

Rama 2 Road.

Iconature Thian Thale

Total Single detached house

Sathorn Road Ratchapruk

PRINN Sathorn Ratchapruck

Zerene Phet Kasem Phutthamonthon Liap Khlong Thawi Sai 3 Watthana Zerene Rama 2 Tha-Kham Tha Kham Road (Phutah Bucha Road) Iconature Ramintra 109 Ramintra 109 Zerene Kallaprapruk Kallapraphruk Road

Nawamin road

Location

Prinsiri Nawamin

Single detached house

Project / Price per Unit

1,254.27 696.86

209 62

1,255.49

1,329.00 10,285.67

272

2,476.37

1,593.74

292

169

983.54

174.30

1,129.68

722.42

147

Unit

% of project value

Total

The showing details of projects available for sale as at December 31, 2014

709.32

52.69

303.00

260.65

198.46

402.5

460.5

157.14

414 3,601.92

58 1,057.66

Unit

35.02

4.20

12.24

37.46

15.82

25.26

46.82

90.15

93.62

98.19

402.5

460.5

40.66 407 3,553.97

23 303.00

25 249.75

31 173.34

25 157.14

58 1,057.66

87 709.32

Transferred

34.55 922

3.24 264

12.24 146

35.89 37

13.83 178

25.26 214

46.82 75

90.15

93.62

98.19

6,731.70 65.45

1,214.83 96.76

2,173.37 87.76

446.11 64.11

1,080.83 86.17

1,191.24 74.74

523.04 53.18

17.16 9.84

72.02 6.38

13.10 1.81

167.46

472.26

291.54

362.07

417.99

356.26

70.21

486.67

306.76

76.26

23.82

44.59

87.63

67.25

52.53

75.08

100.00

The Art of Living / 33

3,005.04 2,291.50

703.16

1,059.05

332.71

538.38

795.79

474.52

70.21

486.67

306.76

Progress Product to be sold Project % of investment Investment % of work % of % of Value Value Value project Unit (MB) project value (MB) completed (MB) value Unit (MB) project value (MB) value Sold

Soi Ekkachai Bangbon 64/5 Bypass Nonthaburi Road

Petchakasam 69

Bangna-trad K.m. 10 Ramintra

(Phraya Suren 24)

Citysense Petchakasam

Citrysense Bangna-trad K.m. 10 Sixnature Ramintra

Corazon Prachachuen Total Townhouse

Location

Sixnature Ekkachai Bangbon Citysense Rattanathibet

Townhouse

Project / Price per Unit

881.56 4,350.21

1,212.00

572.56

152 135

1,007.20 228.66

867.68

278 369 95

792.55

% of project value

183

Unit

Total

The showing details of projects available for sale as at December 31, 2014

49.08

48.12

261.31 225.61

769.86

405.34

569 1,779.32

99 94

255

101

Unit

40.90

5.57

8.40

25.94 98.67

91.94

51.14

41.09

22.09

448 1,432.97

0 0.00 94 225.61

245 756.70

97 387.48

Transferred

32.94 764

4.66 130

3.86 145

0.00 369 98.67 1

47.21 33

48.89 46

2,917.24 67.06

840.47 95.34

550.47 96.14

1,007.20 100.00 3.05 1.33

110.98 12.79

405.07 51.11

151.75

199.15

134.39 93.58

336.27

304.45

66.30

38.07

61.48

27.32 100.00

92.34

90.35

The Art of Living / 34

1,610.57 1,067.84

398.61

323.95

491.94 93.58

364.15

336.96

Progress Product to be sold Project % of investment Investment % of work % of % of Value Value Value project Unit (MB) project value (MB) completed (MB) value Unit (MB) project value (MB) value Sold

Soi Pahonyothin 37 Bang Khun Thain Road Pattaya sai 2 Road

Watcharaphon Road

Lardkabug Road

Narathiwas Road

Rattanathibet

Bridge Phahonyothin 37 Smart Condo Rama 2 The Pride Pattaya

Smart Condo Watcharaphon

Smart Condo On - Nuch (B,D,F,G,I,K) Prinsiri Smart Condo On - Nuch (A,C,E,H,J) Prin Venture Bridge Satorn-Narathiwas

Zelle Rattanathibet 4,732 7,273

Grand Total (Prinsiri + Prin Venture)

570

724

182

831.41

201 320.85 552 1,625.38

Unit

145

717

259.87

225.13

0.00

728.88

219.41

22,612 5,137

12,016

7,975.74 4,154 6,634.95

1,173.91

394.29

743.51

272.60

182 831.41

201 320.85 552 1,625.38

0.00

102 181.52

48 207.87

717 728.88

68 215.39

53.14 4,955 11,515

83.19 4,100 6,528.30

22.14

57.10

0.00

98.03

80.49

99.43 263 587.47 93.80 1,967 1,829.54

97.70

98.83 97.50

Transferred

632

468

1 95

1 3

50.93 2,318

81.85

15.46

52.72

0.00

98.03

79.01

99.43 93.44

97.70

98.83 97.50

11,096 49.07

1,447.45 18.15

992.39 84.54

186.42 47.28

- 0.00

14.63 1.97

57.22 20.99

3.39 0.57 128.40 6.56

19.60 2.30

3.79 1.17 41.61 2.50

472.87

569.24

150.03

0.00

430.52

130.73

7,885

84.92

96.93

79.86

100.00

0.00

100.00

100.00 100.00

100.00

100.00 100.00

The Art of Living / 35

9,285

4,669.33 4,525.76

712.80

150.03

0.00

430.52

130.73

322.24 322.24 1,174.87 1,174.87

472.87

163.74 163.75 1,111.53 1,111.53

Progress Product to be sold Project % of investment Investment % of work % of % of Value Value Value project Unit (MB) project value (MB) completed (MB) value Unit (MB) project value (MB) value Sold

590.86 263 587.47 1,957.93 1,973 1,836.56

851.01

185 264 2,062

324.64 1,666.99

% of project value

202 555

Unit

Total Condominium

Lardkabug Road

Soi Ladphrao 44 Ratchaprarop Road Narathiwas Road

Location

The Pluse Ladphrao 44 The Complete Radchaprarop The Complete Narathiwas

Condominium

Project / Price per Unit

Total

The showing details of projects available for sale as at December 31, 2014

2.2 Status of Marketing and competition Marketing Competition Strategy Based on the Company’s business strategy of product and service differentiation, with emphasis on building consumers’ confidence in the Company and its products, the competition strategies employed are as follows: 1. Products The company attaches considerable importance to the product strategy, which focuses on differentiating the products under the slogan “The Art of Living” to cater to various types of target customers who have different requirements (e.g., project locations, project design, house design and usable area). Products are separated by project names to allow consumers to choose residences which are directly responsive to their requirements, in order to maximize their satisfaction. The project work is meticulously controlled at all stages, from selection of the project site where land is to be bought, house designing, project and landscape designing, to material quality selection and construction, including continual product development. The Company’s products therefore enjoy customers’ acceptance and confidence as the houses are beautifully designed, with appropriate usability and the project’s green and pleasant environment. 2. Pricing The Company’s policy is to price the products at levels which are in line with market prices and competitive, comparable to other projects in the same or nearby locations. Relevant factors, such as the product quality and project costs (e.g., land, design, construction and marketing costs) are also taken into consideration. The emphasis is on giving higher value for money than products offered by other companies (for example, furnished houses ready for moving in). 3. Marketing promotion Another strategy to which the Company attaches importance is marketing promotion. It is used for competition purposes, mainly to create brand awareness, to induce demand for the products, to remind consumers of the products and to build confidence in the products as well as to enhance the Company’s good image. Marketing tools mainly used are advertising, sales by salespersons, sales promotion, direct marketing and indirect marketing. In 2011, the company conducted advertising/public relations activities through various channels to reach target customers. Details are as follows: Above-the-line strategy - Advertising media channels “Home Buyer Guide” to delve into all of the “Iconature Ramintra”. - Advertising through magazines, newspapers, radio and Direct mail. - Sending SMS with information and details of new projects to customers’ mobile phones - Advertisement through the Company website www.prinsiri.com - Advertisement through social networks; e.g., Facebook, MSN and Twitter. Below the line strategy - Media advertising billboards (Cut out) by a label, according to major roads in the area surrounding the project. In order to draw the attention of potential customers that visit the company’s project.

36 / The Art of Living

- -

Organizing activities for customers living in the project, to build up relationships and to create a good image for the company Organizing booths at events such as the House and Condo Shows, and ones organized at department stores and offices, in order to publicize the company’s projects.

In 2009 and 2010 the Company has created a brand and communicates constantly. To achieve recognition of its products under the name “Sixnature” brand type of townhouse 3 stories and under the name “Citysense” brand type of townhouse 2 floors in 2011, the company has created a brand name “Zerene” is the brand type of single house. In 2013, the company has built up under the brand name “Iconature” branding -Duplexes. And under the name “PRINN” is a brand of upscale, In 2014, The Company launched a new brand under the name “Zelle” is a condominium with not higher than 23 meters height (Low Rise) and CORAZON is a brand of townhouse / home office for moderate to high target market. 4. Product costs The Company focuses on keeping the costs of project development at appropriate levels in order to maintain gross profit margins and to keep its prices competitive. This cost control starts from selection of land and buying land at appropriate prices, research and development regarding selection of construction materials and fixtures and fittings which are of good quality and standard, with costs within the specified limits, development of construction techniques and technologies aimed at controlling construction costs, increasing efficiency and raising product standards. 5. After-sales services To provide customers with confidence in the Company’s products. And a part of the decision to purchase a product. Company has after-sales services for the products of the Company. - One year guarantee of the quality of the house, from the date of ownership transfer for defects of the construction, materials and fixtures and fittings Characteristics of customers and target customer groups Based on the types of products offered by the Company (housing estates and condominiums), its customers are those looking for a new residence. Different customers require different types of residences; e.g., detached houses, semi-detached houses, townhouses, home offices and residential condominiums, depending on their own preference, condition and limitations. Such customers are treated as end users. In order to enable customers to select a residence which is most responsive to their requirements, the Company offers diverse products to maximize their satisfaction and to cater to their specific requirements. The diverse customers are grouped by their income levels as follows: (1) High income group Products which the Company aims to sell to this group are detached houses for upper market, under the project name “PRINN” (2) Relatively high income group Products which the Company aims to sell to this group are detached houses for middle market under the project names “Zerene” and “Iconature” type of Townhouse / home office in the name of “CORAZON” and residential condominiums under the project names “Bridge”, “The pride”, “The Complete”, “Smart Z” and “Zelle” The Art of Living / 37

(3) Medium income group Products which the Company aims to sell to this group are townhouses and home offices under the project names “Sixnature”, “Citysense”. And residential condominiums under the project names “Smart Condo”. Sale and distribution channels The Company sells its products through its direct channel and through salespersons posted at project sites. In addition, the Company also dispatches salespersons to booths at events on an occasional basis. Industry and competition situations Industry situation Real Estate Overview From January - December 2014 by the Agency for Real Estate Affairs Co., Ltd. was found to have the properties for sale 103,078 units valued at 315,830 MB. , the proportion of the number of residential projects equal was 99.9 % of the total.

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Total No. Of Units Price Range (mil Baht) <0.501 mil. 0.501-1.000 1.001-2.000 2.001-3.000 3.001-5.000 5.001-10.000 10.001-20.000 <20.000 Overall Proportion <0.501 mil. 0.501-1.000 1.001-2.000 2.001-3.000 3.001-5.000 5.001-10.000 10.001-20.000 <20.000 Overall Proportion

Single Detached Duplex House 221 931 6,511 4,707 190 102 12,662 12%

418 2,515 25,399 32,263 2,696 2,778 66,069 21%

732 1,997 1,434 373 4,536 4%

Townhouse

Shop house

Condo- Allocated Total Other minium Land Residential RE.

529 11,509 8,238 3,545 1,181 259

7,350 20,167 229 16,888 1,034 8,588 445 4,459 11 943 337 25,261 1,719 58,732 25% 2% 57% Development Value (mil.Baht)

1,334 5,576 5,400 2,300

476 19,202 19,833 13,402 7,398 3,037

660 4,162 2,974 126

14,610 5%

63,347 20%

7,921 3%

6,530 28,539 41,033 33,982 29,069 12,340 9,347 160,842 51%

21 27 48 0%

71 206 278 0%

7,879 32,629 28,283 21,133 11,192 1,403 439 102,958 99.9%

7,006 49,493 69,617 82,417 74,210 18,199 12,125 313,066 99.1%

Total

33 12 75 120 0.1%

7,879 32,629 28,283 21,133 11,225 1,415 514 103,078 100%

293 138 2,333 2,763 0.6%

7,006 49,493 69,617 82,417 74,503 18,337 14,485 315,830 100%

Source: Agency for Real Estate Affairs (AREA)

Value of real estate, all of the year 2014 the number of units offered for sale as condominiums, 58,732 units or 57 %, worth 106,842 MB, followed by Townhouse 25,261 units or 25% of the total value of 63,347 MB. The third of SDH 12,662 units, representing 12% of the total value of 66,069 MB addition, the duplex and commercial buildings 6,255 units 6% of the total value of 22,531 MB. Which considering the price and value of projects in the category condominiums, townhouses and Single Detached house will be found. Most condominiums are the price 2-3 MB worth 41,033 MB or 26%, followed by the unit price 3-5 MB worth 33,982 MB or 21% and condominium prices between 5-10 MB worth of 29,069 MB, representing 18% of the total value of the condominium.

The Art of Living / 39

For the Single Detached house The price level of 5 MB - 10 MB worth 32,263 MB or 49%, the secord followed by 3-5 MB worth the price of 25,399 MB, representing 38% and the third is the price has more than 20 MB value of 2,778 MB, representing 4% of the Single Detached house total. For townhouses found that the first level of 2-3 MB, worth 19,833 MB or 31 %, the second followed by price 1-2 MB, worth 19,202 MB or 30%, the third of the house price is 3-5 MB, worth 13,402 MB or 21% of the Townhouse total. Price Range (mil Baht) <0.501 mil.Baht 0.501-1.000 1.001-2.000 2.001-3.000 3.001-5.000 5.001-10.000 10.001-20.000 <20.000 Overall

Single Duplex Detached House 1.890 2.701 3.901 6.854 14.191 27.232 5.218

Average Units Price (mil.Baht) Town- Shop Condo- Allocated Total Other house house minium Land Residential RE.

1.823 2.792 3.766 6.165

0.899 1.668 2.407 3.781 6.264 11.724

2.881 4.025 6.682 11.436

3.221

2.508

4.608

0.888 1.415 2.430 3.957 6.519 13.086 27.737 2.739

3.404 7.631 5.781

0.889 1.517 2.461 3.900 6.631 12.971 27.620 3.041

8.864 11.490 31.107 23.028

Total

0.889 1.517 2.461 3.900 6.637 12.959 28.129 3.064

The average selling price of all types in the whole of 2014, with prices per unit 3.06 MB, with a median sales

price of SDH 5.22 MB building 4.61 MB, Duplex 3.22 MB townhouse 2.51 MB and condominiums. 2.74 MB, respectively Number of units sold 2013. Price Range Single Duplex (mil Baht) Detached House <0.501 mil.Bath 0.501-1.000 1.001-2.000 17 42 2.001-3.000 112 228 3.001-5.000 559 242 5.001-10.000 246 20 10.001-20.000 69 >20.000 26 Overall 1,029 532 Proportion 2% 1%

40 / The Art of Living

Townhouse 11 2,134 1,615 400 107 4,267 9%

Shop house

5 40 350 166 39 600 1%

Condo- Allocated Total Other minium Land Residential RE.

Total

6,988 19,163 7,365 6,745 2,349 540 98 43,248 87%

6,999 21,364 9,360 8,296 2,900 668 131 49,720 100%

3 0%

6,999 21,364 9,360 8,296 2,888 648 124 49,679 99.9%

2 12 20 7 41 0.1%

Number of units sold 2014. Price Range Detached Duplex Town- Shop Condo- Allocated Total Other (mil Baht) house house minium Land Residential RE. <0.501 mil.Bath 0.501-1.000 75 3,672 3,747 1.001-2.000 10 286 1,375 8,467 10,138 2.001-3.000 148 202 1,233 41 6,340 7,964 3.001-5.000 643 131 532 365 3,026 10 4,707 5.001-10.000 471 15 170 193 2,401 0 3,250 8 10.001-20.000 43 13 2 424 482 8 >20.000 12 45 57 18 Overall 1,327 634 3,398 601 24,375 10 30,345 34 Proportion 4% 2% 11% 2% 80% 0% 99.9% 0.1% Source: Agency for Real Estate Affairs (AREA)

Total 3,747 10,138 7,964 4,707 3,258 490 75 30,379 100%

Considering the number of units sold of all housing types was found that 2013 was 49,679 units, down to 30,345 units in 2014, a decrease of 39%, a condominium sales were down 44%, followed by a Townhouse decreased by 20% and found that single and semi-detached house with a number of units sold has increased 29% and 8%, respectively, indicating that 2014 customers are delaying the decision to buy a condominium and townhouse enough a while. Detached and semi-detached houses can continue to grow. However, Mr.Samma Kitsin the director of the Center for Real Estate Information. The Government Housing Bank (GHB). Press release the housing situation in 2015, the real estate sector continues to grow by about 5% in the current situation. And likely to grow by 10%. Assuming no political events and the global economy not to affect Thailand’s economy, despite the problems in Russia. The value of the ruble. And retaliation by foreign powers. It may not affect the real estate business in Bangkok is expected in 2015 will be continued expansion. It also plans to open a sales force of approximately 45,000 - 48,000 units in the year 2014. While the residential condominium project, it has grow quite a lot. As a result of the Sky train network expansion into more suburbs. The unit is expected to be on sale 70,000-80,000 units a popular location. And will grow up to these areas. Since there is a large mall project “Gateway” of the Central Group to Open in 2015, and so on. (Source: The Nation online. http://www.manager.co.th/ December 22, 2014). Potential for competition With knowledge and skills, competence and experience which the Company has accumulate over an extended period of time, it is now a real estate developer well known among consumers. Its focus on the excellence of its products and services under the slogan “The Art of Living” ensures that its products are of good quality, all the details are dealt with meticulously and in perfect harmony, and all the materials are carefully selected for every single component of the house. With acceptance and confidence from the customers which it enjoys, it has high potential for competition. Its competition potential is also supplemented by the following factors:

The Art of Living / 41

(1) The Company has been continuously conducting product research and development in order to improve the quality of its products, with emphasis on designs which fulfill customers’ requirements in terms of usability and modernity. (2) The Company won the “Awards of Merit” for house designs in 2001 and 2004 presented at Pacific Coast Builder Conference (PCBC) in the USA. It was also awarded an honorable mention for “the 2007 Best Energy-Saving Home Awards” from the Department of Alternative Energy Development and Efficiency Ministry of Energy. The Company sees significant energy and commitment to the environment, development of performance and environmental performance simultaneously. Efforts to reduce environmental impacts in all processes. Cover from the manufacturer. Until the products and services. The good quality of life of employees, contractors and the communities surrounding the project. etc. (3) The Company has a policy to differentiate its products and services for competitive advantage. (4) The Company can defectively control construction costs through several measures: e.g., by purchasing management. Hiring to keep up with demand, development of construction techniques and technologies, having a subsidiary (Grow Yotha Group Company Limited) engaged in supplying construction materials to the Company and the contractors (5) The Company has launched marketing promotion activities continuously to create brand awareness in order to induce the demand for its products, to build up confidence in the products and to create a good image. (6) The Company places emphasis on after-sales services to enhance customers’ confidence in its products, which is considered a key factor for their buying decision. Industry trends and future competition With intense competition between operators. Stringent credit policy of strict financial institutions, announced the Tax Act. And buildings Announced plans to invest in a variety of sectors including transportation, economic and political conditions may result in changes to the cost of land, labor, materials and construction. And the decision to buy a house. The company has to consider the impact and business opportunities, both directly and indirectly. To adjust the strategy to fit into consideration such factors as: 1) Changes in measures of the Bank of Thailand on interest rate. On the LTV of real estate. The rules for retail lending. For the marketing strategy and the sale of the company accordingly. Which Dr. Sophon PornchokchaiI President. Research and Evaluation Center for Real Estate Thailand Co., Ltd., Agency for Real Estate Affairs, commented on direction of the property market in 2015. That the government should establish a system of consumer protection payments applicable to all land development company. In order to ensure the system’s overall housing market. Control supply by increasing the down payment. To reduce short-term speculative As well as trying to sell a property for sale to more (AREA release No. 16/2015: January 23, 2015). 2) The ennouncement of Tax progressive rate. The public filings with the Parliament on June 23, 2014 by Act of intent by the public sector. The principle is stored in the rate of progress. For the occupied land of 50 Rai or more. By considering a tax rate of two conditions: 1) The nature of use, and 2) the size of land holdings (Source: http://4laws. info/2014/08/03/516/ August 31, 2014). Therefore, the promulgation of the above will result in the distribution of land holdings more. The company will use the right strategy for the purchase of land for its business. 3) The Large mass transit plan. As a result make the community has expanded, expansion of the housing. The Company attention is monitoring the progress as follows.

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3) Rapid transit project this will cause the demand for building materials and labor. Then there are positive factors. The community is expanding. Rapid expansion of housing. The Company therefore has an interest in monitoring the progress of projects following 10 lines as fallow: Construction plans with trains twin rail+ subways+ trains rail standard gauge Project Trains twin rail 903 Km. Chachoengsao - Klong 19 - Kaeng Khoi 106 Km.

Investment 2015 MB. 129,308 11,272 Expropriation Aution

2016

2017

2018

2019

2021

Construction

JIRA - Khon kaen 185 Km. Cabinet. Bidding + Expropriate

26,007

The Cabinet

Expropriation Aution

Construction

Prachuab Khiri Khan - Chumporn 167 Km.

17,292

The Cabinet

Expropriation Aution

Construction

Lop Buri - Paknam Po 148Km.

24,842

The Cabinet

Construction

Map kabao - JIRA 132 Km.

29,855

The Cabinet

Nakhon Prathom - Huo Hin 165 Km.

20,038

The Cabinet

Expropriation Aution Expropriation Aution Expropriation Aution

Trains twin rail 1,060 Km. Bangkok - Nakhon Ratchasima Mab Taphut 512Km. Nakhon Ratchasima - Nong Khai 355 Km

493,775 392,570

EIA Design

The Cabinet

Expropriation Aution

Construction

Bangkok â&#x20AC;&#x201C; Rayong 193 Km.

101,205

EIA Design

The Cabinet

Expropriation Aution

Construction

Subways 163.3 Km. Green Line Mochit Station - Khu Khot 18.4 Km. Orange Line Thailand Cultural Centre - Min buri Pink Line Kaerai - Min Buri 36 Km.

359,919 58,874

Yellow Line Lard prow - Samrong 30.4 Km. Connection Airport Link Don Mueng - Praya Thai 21.8 Km. Red Line Bang Sue - Hua Lamphong Hua Mak 25.5 Km. RED Line Rungsit - Thummasart University 10.0 Km.

2020

Construction Construction

Aution

Construction

110,325

The Cabinet

Expropriation

Aution

Construction

58,303

The Cabinet

Expropriation

Aution

Construction

56,110

The Cabinet

Expropriation

Aution

Construction

31,103

The Cabinet

Expropriation

Aution

Construction

39,176

The Cabinet

Expropriation

Aution

6,028

The Cabinet

Expropriation

Aution Construction

Construction

Reference : Ministry of Transport and Communications : Nation Online December 22, 2014. (http://www.prachachat.net/news_detail.php?newsid=1419238152) The Art of Living / 43

From the above data show that in 2015 the government is pushing forward the large mass transit investments. With the open bidding By Mrs.Soytip Trisuti Transport Secretary, said in December it will be implemented in 2015 with the Department of Transportation plans to invest in the development of transportation, Thailand 2015 - 2022. The approval of the Council of Ministers (cabinet) to all of the Skytrain, Trains twin rail, Motorway. To begin the auction land reclamation and construction in 2015. In January new 6 Line routes will be presented to the cabinet before all automatically. The double rail expected early next year there will be two routes. Expected early next year there will be two routes JIRA - Khon kean line and Prachuab Khiri Khan - Chumphon, etc. From the above. In addition to the economic stimulus and tourism. Also to make land development projects that are in line with the price adjustment up. When it has started the construction. Company is expected to make the material cost increase. Including the demand for labor, the Company must be prepared to minimize the impact on business 4) The Strategic Investment Fund Management Kasikorn Thai Company Limited by Mr. Athit Tongcheon said : Thailand’s economic growth in 2014 mentioned that grow more slowly than anticipated. The impact of the export slowdown. And disbursement of government delay. However, we expect that the export is well adapted in 2015 from a global economic recovery in the major regions. Including the depreciation of the THB, which will benefit the economy to be better than 2014. The success of spending on infrastructure development projects of transportation in the year 2015 - 2022 is worth 3 trillion baht, including aggressive expansion in 2015, more than 7 billion baht, which will help the economy, Thailand to expand good. (Source: Thailand Kasikorn Asset Management Co., Ltd.). (http://www.kasikornasset.com/TH/MarketUpdate/Pages/20141217.aspx/ December 16, 2014) 5) The impact of the global economy to Thailand by Mr.Jirathep Senivong Na Ayuthaya a spokesman for Bank of Thailand (BOT.) Discussed the economic situation in Russia is unlikely to affect the global economy much. And that may indirectly affect to the tourism sector. The number of Russian tourists traveling to Thailand may be reduced somewhat by a major tourist attraction. And the impact on the real estate sector with a direct investment in Russia. (Source: The Nation online http://manager.co.th/ December 22, 2014) In addition, Mr. Matee Suphaphong Assistant Governor Monetary Policy Group The Bank of Thailand. Announced that in 2014 and 2015, Thailand’s economy expansion less than expected from the Bank of Thailand. It has lowered the rate of economic growth or GDP Thailand 2014 from 1.5 percent to 0.8 percent. From 2015 to grow by 4.8 percent to 4 percent expansion in GDP after January 4th quarter of 2014 grew by 2.7 percent in Q1 2015 and is expected to grow more than 4 percent. The risk is that the output is affected by the global economy. Commodity prices have continued to decline, causing a decrease in farm income. Household debt is still high while government spending is lower than expected. The investment was delayed, however; also expect that the situation in world oil prices fell. To make private consumption expansion sound better because of lower production costs. Mr. Matee that Thailand’s economic expansion continuous 2 year low, affecting the competitiveness of the country. Therefore, the government must accelerate disbursements and accelerate investment to stimulate the economy for the better. And monetary policy is relaxed to equip care economy. (Source: bangkokbiznews. http://www.bangkokbiznews.com/ December 26, 2014).

44 / The Art of Living

2.3 Sourcing of products and services For all construction projects, the Company is the project developer and owner, from the stages of land purchase, house and project designing, application for a land allotment permit, and a construction permit, execution of the construction, quality control and quality checking, sales, to after-sales services. The construction time varies from project to project, depending on the category, size and model. Time required for construction of different types of residences is as follows: 4-6 months for a detached house, 4-8 months for each row of townhouses or home offices, and 8-18 months for a condominium building. Production policy The Company’s policy is to increase or decrease its capacity in proportion with consumers’ demand in each project. As the Company hires contractors to execute the production, capacity can be increased by hiring more contractors if the demand increases. In order to control the quality and standard of the construction, the Company has adopted the following measures: (1) Specification of construction and material standards for contractors. (2) Holding a meeting with contractors to agree on the construction schedule before the work begins. (3) Having in place a project engineer and a foreman at each project site to oversee the construction execution and inspect the work of contractors. (4) Having in place a quality control team to inspect the quality of all the construction work to ensure that it is up to specified standards. Land purchases Land is obviously a very important component of a development project, representing 20 % - 30 % of the total production cost. In purchasing land the Company’s policy is to select land with potential for immediate development. Factors taken into consideration when selecting land are the location, the price, the town plan, legal restrictions, the direction of residential area expansion, the direction of the urban area expansion, and the competition, etc. The Company purchases land through such channels as land brokers, land owners and the Company’s own staff. In order to ensure success of the land purchase, a feasibility study is always conducted before the purchase is made. The feasibility study report is presented to the Executive Board for approval of the purchase Selection and hiring of contractors The Company hires contractors to execute the construction. A project manager, a project engineer and a foreman who are Company employees are posted at the project site to control the work of the contractors to ensure that it is on schedule and meets the specified standards. Selection of new contractors is based on experience, past performance and quality and the financial position, etc. Records of contractors who have been contracted in the past are kept as databases (e.g., information about their work and the results of the performance appraisal). The information is used when hiring them for new projects. Presently, the Company has about 80 contractors, which makes it confident in the capacity to handle construction work and to accommodate the increasing volume of construction work in the future. The Art of Living / 45

Table showing the proportion of construction values to the total value of construction and material purchases Item. Item Proportion of construction value of major contractors (percent) Number of major contractors (unit)

2012 7.05 1

2013 10.32 1

2014 50.11 1

Note: Major contractors are ones whose construction value is greater than 10 percent of the total value of construction and material purchases

In 2013, the Company has accounted for the construction and purchase of contractors through one more than 10 percent of the gross value of construction works and purchase of goods, is 1 constructor, the Power Line Engineering Public Company Limited (Thailand.), the main contractor on the project smart Z On-Nuch, Condo project Watcharapol with 746 MB. In 2012, the Company has accounted for the construction and purchase of contractors through one more than 10 percent of the gross value of construction works and purchase of goods, is 1 constructor, the Max Mile Development Company Limited the main contractor on the project smart Z On-Nuch, project Citysense Watcharapol, PRINN Ratchapruk and Iconature Raminthra 109 with 746 MB. In 2013, the proportion of construction and purchase of the contractor for more than 10 percent of the gross value of construction works and purchase of 1 project, Penta Development Co. Ltd, where the main contractor in the Bridge Sathorn - Narathiwat. The project cost is estimated at 74.6 MB. In 2014, the proportion of construction and purchase of the contractor for more than 10 percent of the gross value of construction works and purchase of 1 project Power line Engineering Co. Ltd, where the main contractor in the Zelle Condominium Rattanathibat. The project cost is estimated at 1,200 MB. Purchases of construction materials and fixtures The Company attaches great importance to the quality of the products. Therefore, construction materials and fixtures and fittings are selected carefully to ensure that they are appropriate and are of good quality and standards. Prices are supplementary factors for consideration. Major construction materials are driven piles, steel, concrete wire meshes, roof trusses, roof tiles, floor and wall tiles, and sanitary ware. Procurement of construction materials and fixtures and fittings are in two categories, as follows: (1) Construction materials procured by the contractors As the Company hires the contractors to execute the construction; they are required to procure some items of the materials used. The qualities and details of the materials must meet the Companyâ&#x20AC;&#x2122;s specifications. (2) Construction materials and fixtures and fittings procured by the Company Most of the construction materials and fixtures and fittings procured by the Company are items which have to be used in large volumes or have to be purchased from specific suppliers, requiring a long period for order placement. Procurement by the Company enables the Company to keep construction costs at appropriate levels. It also lessens the burden of the contractors as they do not have to handle the procurement themselves. Presently, the Company orders construction materials and fixtures and fittings from about 200 domestic suppliers.

46 / The Art of Living

Prior to placing an order, the Company estimates the volumes required and an order is then placed in accordance with the estimate. The Company has the supplier deliver the goods in progressive amounts and bill the Company in accordance with the actual requirements. In 2012 and 2013, with a major distributor 1 the proportion of construction material in excess of 10 percent of the value of construction, the Company consists of Four Summit Co., Ltd and accessories, namely, the company FB Furniture Co., Ltd., a company to installation the furniture. In 2014, with a major distributor 1 the proportion of construction material in excess of 10 percent of the value of construction, the Company consists of Index Leaving Mall Co., Ltd. Environment Impact None of the housing estate projects carried out by the Company was on an area exceeding 100 rai. The projects were therefore not subject to the requirements of the environment laws. However, in order to promote conservation of the environment, the Company provides a wastewater treatment tank for each house and at the clubhouse of each project so that water is properly treated before being drained into a public sewer. Tall and moderate size residential condominium buildings with 80 units or more are governed by the environment law. The Company applies for construction permit from the Office of Natural Resources and Environmental Policy and Planning and is required to submit an Environmental Impact Assessment Report to the Office. If the Office is of the opinion that project for which a permit is sought has no environmental impact, a permit is then issued. The Company had no disputes in environmental matters in the past. 2.4 Houses not yet delivered For 2014, the Company and its subsidiaries. Details of backlog and product to be transfer as follows: Table showing the number of units backlog and product to be transfer Product type Number of projects Number of units Value (MB) Housing estates 15 128 394.40 Residential condominiums 9 54 106.66 Total 24 182 493.33 In 2014, the Company was 24 projects has not delivered, value of the project, including revenue from the sale of the property are as follows: (1) The fifteen housing estates projects (128 units with a total value of 394.30 MB) as the Company has now adopted a semi pre-built house policy, building and selling houses at the same time. (2) The nine residential condominiums 54 units with a total value of 106.66 MB.

The Art of Living / 47

Research and development As competition in the real estate industry becomes more intense and the consumer behavior is changing, research and development now plays important roles in marketing products. The Company places more and more importance to research and development in order to respond directly to customers’ demands in various areas; e.g., the project design, the project plan, the house design, usability, the location, and selection of construction materials and fixtures and fittings which are suitable for each project. The Company’s research and development are in the following areas: 1. Development of the product designs and quality control in order to satisfy consumers’ requirements, with emphasis placed on models which provides greater usability, modernity and quality, and better standards in harmony with the environment for better living. 2. Selection of construction materials and fixtures and fittings from both the engineering and architectural perspectives. Emphasis is placed on modernity, suitability, harmony, good quality and good standards. In addition, the Company cooperates with manufacturers of construction materials in developing materials for use in its projects. 3. Development of construction techniques and technologies in order to enhance construction. In 2009, the Company has the technology to build a Tunnel formwork used for construction townhome project Prin Watcharpol, Sixnature Kanlapaphruek which is the main building in the town home to launch. And Pre-fabrication Smart Condo project 2010 and has studied construction technology systems. Prefabrication intermediate for the construction of houses. The Company applied for the construction of detached houses in 2011, conjunction with the construction of the brick facing. In addition, the Company conducted research on customer’s’ requirements to obtain information for use in product development and selection of construction materials and fixtures and fittings. The research was designed to suit each focus group. It also constantly monitors the market condition and movements of other operators. The Company has experienced staff to conduct product research and development. To collected customer information in various formats. To combined with information research from other companies. As a result, the company’s products in a project, each project is customized to suit different project location, size of the project area. And customer needs. In the year 2013, the company has improved workflow. And Information Technology by used the Systems Application and Products Processing. (SAP) To support the growth of the company and subsidiary by bringing such a system used in 2014, onwards. The Company also has to appoint the advisors who are expert in the implementation of the process to work. As a consultant in process improvement works in 2013-2014 to support working with SAP systems and operational agility, effective. Clarity in their work and be able to monitor and control operations to ensure compliance with company policies even better.

48 / The Art of Living

The Future Projects As at, 2014, the Company and the subsidiaries had 24 projects on sale, with a total value of approximately 22,611.62 MB. The total value of units sold was 12,016.20 MB. It used in the distribution of approximately 10,595.41 MB. In 2014, five new projects were with a total value of approximately 6,120 MB. And the five projects will be launched in 2015, with a total value of 5,000 MB. Details are provided below: Projects to be launched by the Company Project Year 2015 Zelle Salaya Citysense Ramindra Citysense Salaya Iconature Salaya Citysense Rama 2

Project type/ Area (Rai) Condominium Town home Town home Sami-Detach house Town home Total*

Location

Units*

Salaya Soi Phraya Suren 30 Salaya Salaya Tha Kam Rama 2

869 243 444 255 400 2,211

Estimated* project value (MB) 1,300 600 1,100 1,000 1,000 5,000

Estimated Launch date Feb 14, 2015 Q 1/2015 Q 2/2015 Q 3/2015 Q 4/2015

*By approximation In 2015 the Company plans to purchase the land. The total value of approximately 1,000 MB for development

projects in the Single House, Townhome and Condominium.

Land for investment. In 2014, the Companyâ&#x20AC;&#x2122;s investment in land and property development is one unit. At the Soi Watcharapol, Tharang, Bangkhen Road 18-3-58.0 Rai. Plantation area is estimated at January 23, 2015 was 1,189.11 MB.

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3. Risk factors 1. The risk of fluctuations in material prices and a labor shortage Construction materials are major raw materials for project development. The main construction materials in recent years were adjusted prices increased. Due to several factors such as raw material prices have been adjusted prices, the flood disaster which manufacturers cannot produce construction materials. Include the construction of large utilities sector. The company could not justify the price immediately. If the company can be changed increase prices. The number of unit sales decreased sales, affect the purchasing power of customers could not adjust themselves for the price increase. There is a shortage of labor is an important factor to consider as well. If labor is not enough to make plans for construction and delivery of the home may not be on target. In addition, we have a policy against the risk of a shortage of workers in various forms, such as the development of a skilled workforce Thailand and foreign workers legally. Employment and labor contractors are sufficient to allow the company to continue building. Therefore, it was concluded that the volatility of prices and demand for construction materials may affect the cost of construction projects of the Company. Labor shortages will make the project may result in delays and increased operational costs. Which affect ability of the company profitability. However, for materials provided by contractors, the contract value already includes the cost of construction and such materials. For materials procured by the Company, since the Company has high bargaining power in its negotiation with suppliers, it can still keep the costs of materials at appropriate levels by planning construction and estimating the quantity of each material for the whole project and placing orders according to the estimates through its subsidiaries. 2. Risks form the policy regarding land procurement for future project development The policy of the company is to buy land with good potential for immediate project development. In other words, the Company does not have a policy to accumulate land (creation of a â&#x20AC;&#x153;land bankâ&#x20AC;?) for future development. This is because the company does not want to be bearing the burden of cost much. The increasing competition in the property business, as witnessed by the increasing numbers of projects launched, has led to competition for land in good locations among developers, might expose the Company to risks resulting from land price increases or from the inability to procure land in such locations which will in turn result in higher costs of project development. Nevertheless, the company has a land procurement plan for project development in each year. As the plan is mapped out well in advance, the company has ample time to procure land with good potential for development for future projects and can still keep land costs at appropriate levels. Besides, it has long relationships with a large number of land brokers who have done business with the company. Who will be select land in good locations at appropriate prices for offering to the Company. 3. Risks form commercial banksâ&#x20AC;&#x2122; credit extension policy In general, commercial banks have a relatively strict policy with regard to credit extension in order to prevent bad debts in the financial sector. In particular, the Bank of Thailand took a measure requiring home buyers to make a deposit of 10% of the value of the house to prevent speculation. Such policy reflects their prudence in managing the business amidst the risks induced by the global economic crisis. The depreciation of the euro due to the European economy has not improved. The economic problems that Russia may indirectly impact on Thailand. In addition, there is

50 / The Art of Living

concern over the political situation in Thailand and upgraded Interest rates are expected to rise in the future. If the company does not meet the eligibility criteria, the Bank may make the customer approved for housing loans from banks are not enough to cover the rest home ownership to the company. May affect to the amount of money transferred and recognition of the companyâ&#x20AC;&#x2122;s revenue. Because of this particular issue, the company has been monitoring the general economic situation and the credit extension policy of commercial banks which may affect its operation. Strategies are adjusted in accordance with the changes. Customers are also pre-screened before loan applications are made to commercial banks. In addition, the company has sought cooperation from commercial banks in speeding up the process for its customers applying for a loan.

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4. Business Assets Assets of the Company 4.1 Inventories Land and buildings for sale in various projects of the company has hired a company to get approval from the Securities and Exchange Commission. The market valuation approach for the valuation of land. And to compare prices and replacement cost for land and buildings. As at December 31, 2014 the Companyâ&#x20AC;&#x2122;s projects already in progress. Details are as follows: The table shows the projects / assets operate Item

Asset

Location

Prinsiri Public Company Limited Single detached house LAND Siritawara 1 Rai 5-2-67.1 Lat Phrao Road, Bangkok LAND Zerene Thakham 2 Rai 68-1-54 Thakham, Bangkhunthian, Bangkok. LAND Zerene Phutthamonthon Sai 3 3 Rai 30-1-68 Liap Klong Thawi Watthana Rd., Lak Song Phasi Charoen. Bangkok. LAND Zerene Kanlapaphruek 4 Rai 16-0-97 Kanlapaphruek Intersection, Bang Kae, Bangkok. LAND PRINN Satorn-Ratchaphruek 5 Rai 21-0-59.4 Ratchaphruek Rd., Ban Chak, Nong Khaem, Bangkok. LAND Iconature Thian Thale 19 6 Rai 62-2-51.4 Soi Thian Thale 19, Bangkhunthien, Bangkok. LAND Iconature Ramindra (Phraya Suren 109) 7 Rai 62-2-51.4 Soi Ramindra 109, Bang chan, Minburi LAND Ratchaphruek - Pakkret 8 Rai 29-2-74 T.South Laem Yai, Pak kret, Nonthaburi.

52 / The Art of Living

Value at December 31, 2014 (MB)

Valuation

Valuatio Date

71.37

113.10

Feb 13, 2013

SCB

113.10

-41.73

404.00

235.60

July 8, 2010

KBANK

410.68

-6.68

282.83

533.78

Dec 24, 2010

SCB

298.13

-15.30

268.29

155.90

Aug 8, 2011

KBANK

274.41

-6.12

883.25

439.57

Sep 19, 2011

SCB

796.45

86.80

298.87

181.60

Sep 14, 2011

SCB

325.94

-27.07

502.72

235.00

June 9, 2011

SCB

488.59

14.13

276.50

0.00

-None-

SCB

0.00

Book value high Liabilities Improvement Valuation (low) from improving (Bank) (MB) valuation. (MB)

Item

Asset

Location

Townhome LAND 9 Rai15-1-88

Sixnature Akekachai-Bangbon Soi Akekachai 64/5 Bangbon, Bang khun thien, Bangkok LAND Sixnature Ramindra (Phraya Suren 24) Rai 12-0-0 Soi Phraya Suren 24 (Soi 1) Bang Chan, Khlong Sam Wa. LAND Citysense Rattanathibet Rai 28-0-47.2 Soi Leangmuangnon 13 (Rewadee) Nonthaburi. LAND Citysense Phetkaseam 69 (Inthapat 9) Rai 31-1-62.6 T.Lak Song, Bang Kae, Bangkok. LAND Citysense Ramindra

Rai 22-0-34.8

T. Bang Chan, Klong Sam Wa, Minburi. Bangkok LAND Citysense Salaya 14 Rai 37-2-57 T. Salaya, Nakornchaisri, Nakornpathom. LAND Citysense Tha Kham 15 Rai 51-3-78.75 Tha Kham, Bang Khun thein. Bangkok. LAND Corazon Prachacheon (klong Prapa) 16 Rai 14-2-83.9 T.Bang Talat, Aumphor Talatkhwan, Nonthaburi. Condominium LAND Bridge Sathorn-Narathiwaj 17 Rai 0-3-60.3 Thanon Naradhiwas Rajanagarindra, Chongnonsee, Yannawa, Bangkok. LAND Zelle Condo Salaya 18 Rai 7-2-53.8 T. Salaya, Nakornchaisri, Nakornpathom. LAND Smart Condo Rama 2 19 Rai 21-0-47.8 Thanon Bang Khun Thian, BKK. LAND ABAC Bangna 20 Rai 4-2-72 T.Bangbo, Aumpor Bangbo, SamutprakarnSamut

Value at December 31, 2014 (MB)

Valuation

Valuatio Date

229.46

463.55

Aug 8, 2011

SCB

223.60

5.86

266.16

347.69

Jan 03, 2013

KBANK

268.06

-1.90

63.15

266.60

May 4, 2011

60.50

2.65

262.17

492.57

April 02, 2013

KBANK

262.53

-0.36

221.36

332.36

Feb 13, 2014

LH BANK

233.79

-12.43

242.48

211.39

Oct 01, 2013

KTB

252.63

-10.15

253.28

175.33

Nov 25, 2010

KTB

254.37

-1.09

332.55

470.57

Mar 23, 2012

KTB

347.67

-12.12

127.46

240.50

Dec 19, 2013

KTB

206.08

-78.62

186.40

42.87

Oct 1, 2013

KTB

188.46

-2.06

66.30

227.20

Oct 25, 2011

KTB

133.46

-67.67

153.64

94.21

Sep 12, 2013

LH BANK

152.75

0.89

Book value high Liabilities Improvement Valuation (low) from improving (Bank) (MB) valuation. (MB)

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Item 21 22 23

Asset

Location

LAND Rai 5-1-89 LAND Rai 3-3-9.8 LAND Rai 1-0-71

Zelle Condo Ratthanabaj Bangkrasor, Nonthaburi Bridge Condo Ratthanabaj Bangkrasor, Nonthaburi The Pride Pattaya Nong Prue, Bang Lamung, Chonburi

LAND Rai 1-0-92.9 LAND Rai 0-3-36.40 LAND

Tha phra Tha phra area Bangkok â&#x20AC;&#x201C; Nonthaburi South Bang Khen, Bang Sue, Bangkok. Thaling Chan

Value at December 31, 2014 (MB)

Valuation

550.21

782.29

Feb 12, 2014

KTB

629.84

-79.63

98.43

77.56

Feb 15, 2011

KTB

94.33

4.10

30.19

0.00

-None-

0.00

50.06

0.00

-None-

0.00

50.74

0.00

-None-

0.00

606.87

518.60

Mar 28, 2013

KBANK

556.32

50.55

102.78 6,884.52

-None-

282.92

219.15

Oct 01, 2013

KTB

274.59

8.33

111.64

54.90

Oct 01, 2013

KTB

124.26

-12.62

42.65

30.46

Sep 12, 2013

LH BANK

42.65

0.00

Valuatio Date

Book value high Liabilities Improvement Valuation (low) from improving (Bank) (MB) valuation. (MB)

Land 24 25 26

Rai 32-0-41

Suanphak Rd., Distric Taling Chan, Bangkok 27 Inventories Other projects Total PRINSIRI Co., Ltd. (PCL). Prinventure Co., Ltd. LAND Iconature Salaya 1 Rai 39-0-9.6 Salaya, Nakornchaisri, Nakornpathom. LAND Zelle Condo Salaya 2 Rai 9-3-10.6 Salaya, Nakornchaisri, Nakornpathom. LAND ABAC Bangna 3 Rai 3-1-54.6 T.Bangbo, Aumpor Bangbo, SamutprakarnSamut Total Prinventure Co., Ltd. *The ownership of all Prinventure Co., Ltd.

54 / The Art of Living

437.21

Item

Asset

Location

CN SPR Co., Ltd. LAND 1 Rai 0-3-11.7 2

Citysense Salaya T. Salaya, Nakornchaisri, Nakornpathom. LAND Salaya Rai 10-3-91.6 T. Salaya, Nakornchaisri, Nakornpathom. LAND ABAC Bangna Rai 3-3-44.2 T.Bangbo, Aumpor Bangbo, Samutprakarn LAND Ratchaphruek â&#x20AC;&#x201C; Petchakaseam Rai0-1-1.00 Ratchaphruek, North Bangjak, Nongkhaem, Bangkok LAND Tha Kham2

Rai 1-0-80.4

Tha Kham, Bang Khun Thian, Bangkok Total CN SPR Co., Ltd. Other subsidiaries Total value of the subsidiary Profit Potential Total

Value at December 31, 2014 (MB)

Valuation

Valuatio Date

18.57

4.38

Oct 01, 2013

KTB

20.38

-1.81

51.12

61.66

Oct 01, 2013

KTB

61.66

-10.54

41.49

34.70

Sep 12, 2013

KTB

34.70

6.79

4.14

0.00

-None-

0.00

9.00

0.36

Nov 25, 2010

KTB

0.36

8.64

Book value high Liabilities Improvement Valuation (low) from improving (Bank) (MB) valuation. (MB)

124.32 9.63 571.16 -48.92 7,406.76

*Asset not evaluated of the book value. Information of the carrying value over (under). The updated appraised value (million baht). It numeric book value as of December 31, 2014.*

1) Appraised value improvement is the result of the appraised value plus the additional construction after deduction of the cost of property sold after the date of assessment. Close enough to the value to be compared with a carrying value. Since the evaluation of each property is different from the closing date. 2) The difference between the Appraised values carrying value does not affect the income of the Company. Since the income of the company depends on the difference between carrying values of the project will be realized.

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4.2 Property and equipment Book value of the asset Land and equipment of the Company and its subsidiaries as of December 31, 2014 are as follows:

Item Land Building and Construction Machinery and equipment Computer

Project Location Soi Chamchan Prinsiri By Project By Project Office / By Project

Office Furniture Office Supplies

Office Office

Ownership Prinsiri Prinsiri Prinsiri / Grow Yotha Co., Ltd Prinsiri, Grow Yotha Co., Ltd, Prin Venture Co., Ltd Prinsiri, Grow Yotha Co., Ltd Prinsiri, Grow Yotha Co., Ltd, Prin Venture Co., Ltd. Prinsiri, Grow Yotha Co., Ltd Prinsiri

(Unit : MB)

Estimated Unit 69.56 46.10 33.94 41.91 106.51 26.22

Vehicles Office 21.59 Company Construction By Project 3.88 Total 349.71 Accumulated depreciation 82.12 Allowance for impairment 2.74 Property and Equipment - Net 264.85 A land area of 247 square meters, which was Soi Cham Chan area of land near the project Prinyada Cham Chan by the same piece of land. But to make a road through land was separated. Currently used as a Command Center after sales service. Book value of Baht 3.28 MB with valuation at June 25, 2004 was 8.65 MB. 4.3 Land held for development As of December 31, 2014 the Company and its subsidiaries are equal to the book value of land and the land by 1229.13 MB vacant land for development of 8 plots include. 1. The road along the beach, Pranburi, Prachuap Khiri Khan area 18-3-03 rai carrying amount of 75.45 MB with a new appraisal on February 26, 2008 was 163.25 MB. 2. Area near Klong Bang Sue, Kamphaeng Phet Rd., Bangkok. area 3-2-21.2 Rai. Book value was 67.29 MB, with the assessed value on January 28, 2010 was 68.22 MB. 3. In Pattaya - Ban Amphur area 26-1-26.6 Rai book value of 340.95 MB and an appraisal on May 26, 2009 was 338.00 MB. 4. Pattaya area - 2 Road, Nong Prue, Banglamung, Chonburi 1-0-31 rai land area of 84.23 million baht equals book value to not vet evaluate. 5. Phasi Charoen Liapkhlong, Petchkasem 69 area 26-3-77 Rai of land with a book value of 116.37 MBn and an appraisal on April 2, 2013 was 118.55 MB.

56 / The Art of Living

6. Songprapha 22 land area of 38-0-3 Rai book value of 104.99 MB has not yet prepared a valuation. 7. Hua Hin, Prachuabkhirikhan area of land spreading 18-1-87.3 book value of 143.73 MB. Current estimates are not prepared. 8. At Rangsit-Pathumthani, Phaholyothin Road, Klong Luang, Pathumthani area 7-1-54.4 Rai of land area equal to the book value of 94.84 MB with valuation on April 22, 2011 was 105.73 MB. 4.4 Land Investment As of December 31, 2014 the Company had investments in land and land for property development the total is 1 converted. Soi Watcharapol, Tarang sub-district, Bangkhen District. area 18-3-58.0 rai. area are assessed on January 23, 2015 was 1,189.11 MB. As at December 31, 2014 book value of total construction cost 858.15 MB. Summary of the contract 1) The leases of office space, Service agreement, Agreement of Facility and General Accessories. Provider : Sun Tower Co., Ltd. Service recipients : Prinsiri Public Company Limited. Rental space : 123 Sun Tower Building, 12 th Floor, Vibhavadi Rangsit Road, Chom Phon, Chatuchak, Bangkok 10900. Duration : Contract No.1 July 1, 2011 - June 30, 2014. : Contract No.2 July 1, 2011 - June 30, 2014. : Contract No.1 1,227 square meters. : Contract No.2 533 square meters. Note : The Company expects to receive lease office space for another 3 years Investment Policy As of December 31, 2014 the Company had investments in subsidiary companies is 7 as follow: 1. Prin Venture Company Limited, a property developer. Total investment of 90.20 MB. 2. Grow Yotha Group Company Limited which civil contractors and construction materials. Total investment of 60.00 MB. 3. CN SPR (Thailand) Co., Ltd. engages in the rental and purchase of real estate held for development. Total investment of 2.00 MB. 4. Plearnary Mall Company limited. The shopping center business. Total investment of 70.00 MB when the project is completed around mid-year 2014, worth about 670.00 MB (excluding cost of land). 5. Plearnland Co., Ltd Business park and learning center for children into a subsidiary company of Plearnary Mall Co., Ltd, worth a total investment of 1.00 MB. 6. Eatery Co., Ltd the business of restaurants. As a subsidiary company of Plearnary Mall Co., Ltd. total investment capital of 1.00 MB. 7. Prin Energy Co., Ltd. Business of Manufactures, sells solar power, alternative energy. Residential office building and Design a solar power plant. As well as maintenance services for solar electric systems. Total investment of 1 MB.

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Total investments in subsidiaries totaling 225.20 MB, accounting for investments in subsidiaries accounted for 2.16% of total assets. On our policy of administration. The company will send a representative to the company as directors and / or executives. The Companies to invest in with a total membership of more than half of the total commission.

58 / The Art of Living

4 5. Legal Disputes As at December 31, 2014 the Company and its subsidiaries no have legal dispute in a case that could have negative impacts on the assets of the Company and the Companyâ&#x20AC;&#x2122;s subsidiary is greater than 5 percent of the shareholders.

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6. Capital Structure The Company’s securities 6.1 Number of registered capital and paid-up capital The company has registered capital of 1,276.04 MB and paid-up capital of 1,220.01 MB divided into shares, warrants, bonds and bills of exchange. Details are as follows: • Ordinary share As at December 31, 2014 the registered capital of the Company was 1,276,041,855 Baht consisting the paid-up capital of 1,220,011,755 Bath ordinary shares, with a par value of 1 Baht each. With the Warrants for staff and executive of 60,000,000 units. At the Annual General Meeting of Shareholders, Session 1/2007, convened on March 26,2007, a resolution was passed for the issuing of 335,000,000 (three hundred and thirty five million) ordinary shares and offering them to the existing shareholders based on the proportion of their shareholding. The meeting also approved the issuing of 335,000,000 (three hundred and thirty five million) ordinary shares and offering them to the public as well. However, the resolution of the Annual General Meeting of Shareholders, Session 1/2009, held on April 22, 2009, approved the cancellation of the issuance of new shares for public offering and the offering of 335,000,000 units of share warrants to existing shareholders at no cost. The meeting also passed a resolution to decrease the Company’s registered capital from 1,340 MB to 1,005 MB. At the Annual General Meeting of Shareholders, Session 1/2010, convened on April 23, 2010, a resolution was passed for an increase of the Company’s registered capital by 100,500,000 Baht, by issuing 100,500,000 ordinary shares, with a par value of 1 Baht each. The registered capital of 1,005,000,000 Baht was therefore increased to 1,105,500,000 Baht, divided into 1,105,500,000 ordinary shares, with a par value of 1 Baht each. The capital increase was done through issuing of dividend stocks at the ratio of 10 existing shares to 1 dividend stock. At the Annual General Meeting of Shareholders, Session 1/2011, convened on April 26, 2011, the meeting also passed a resolution to decrease the Company’s registered capital from 1,105,500,000 shares to 1,105,499,456 ordinary shares, with a par value of 1 Baht each. And was passed for an increase approve the Company’s registered capital by 1,105,499,456 shares to 1,216,049,401 ordinary shares, with a par value of 1 Baht each. The capital increase was done through issuing of dividend stocks at the ratio of 10 existing shares to 1 dividend stock. In the Annual General Meeting of Shareholders, Session 1/2012 on the April 26, 2012 meeting passed a resolution to increase the capital to support the right of warrants to purchase shares of Baht 60 MB par value of 1 Baht resulted in an increase of the registered capital 1,216,049,401 shares to 1,276,049,401 shares. • Warrant On April 26, 2012 at the Annual General Meeting Session 1/2012 approved the issuance of warrants for employees and executives (ESOP Warrant). The duration of contact is 2 years and 7 months of 60,000,000 million shares at the exercise ratio 1:1 to the excercise price at 1.50 THB. On June 1, 2012 the Company has allocated the warrant of 33,370,000 units. As at December 31, 2014, all of the ESOP warrant was expired. • Debenture The Company, has the existing debentures as at December 31, 2014 are as follows.

60 / The Art of Living

• Amortizing debentures PRINSIRI (Plc.) No. 1/2013 maturity Year 2016 (PRIN162A) The date of issue : Date on February 8, 2013 Types of bonds : Amortized Unsubodinated and Unsecured Debentures without a Debenturcholder’s Represontative in the Name Registered Offered to : Institutional investors and large investors Amount of bonds sold : 700,000 units (1,000 THB. per units) Bonds are not redeemed : 700 MB. The duration of contact : 3 years Interest rate (fix rate) : 5.75 % per year To pay interest : Every 3 months on February 8, May 8, August 8 and November 8 Bonds maturity date : on February 8, 2016 • Debentures of the PRINSIRI (Plc.) No. 2/2013 maturity year 2015 (PRIN158A) The date of issue : Date on August 22, 2013 Types of bonds : Unsubodinated and Unsecured Debentures without a Debenturcholder’s Represontative in the Name Registered Offered to : Institutional investors and large investors Amount of bonds sold : 550,000 units (1,000 THB. per units) Bonds are not redeemed : 550 MB. The duration of contact : 2 years Interest rate (fix rate) : 5.95 % per year To pay interest : Every 3 months on August 22, November 22, February 22 and May 2 Bonds maturity date : on August 21, 2015 • Debentures of the PRINSIRI (Plc.) No. 1/2014 maturity year 2017 (PRIN172A) The date of issue : Date on February 13, 2014 Types of bonds : Unsubodinated and Unsecured Debentures without a Debenturcholder’s Represontative in the Name Registered Offered to : Institutional investors and large investors Amount of bonds sold : 450,000 units (1,000 THB. per units) Bonds are not redeemed : 450 MB. The duration of contact : 3 years Interest rate (fix rate) : Fix rate 6.00 % per year To pay interest : Every 3 months on February 13, May 13, August 13 and November 13 Bonds maturity date : on February 13, 2017

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• Debentures of the PRINSIRI (Plc.) No 2/2014 set. 1 maturity year 2016 (PRIN167A) The date of issue : Date on July 24, 2014 Types of bonds : Unsubodinated and Unsecured Debentures without a Debenturcholder’s Represontative in the Name Registered Offered to : Institutional investors and large investors Amount of bonds sold : Not exceed 500,000 units (1,000 THB. per units) Bonds are not redeemed : 500 MB. The duration of contact : 2 years Interest rate (fix rate) : Fix rate 5.35 % per year To pay interest : Every 3 months on January 24, April 24, July 24 and October 24 Bonds maturity date : on July 24, 2016 • Debentures of the PRINSIRI (Plc.) No 2/2014 set.2 maturity year 2017 (PRIN177A) The date of issue : Date on July 24, 2014 Types of bonds : Unsubodinated and Unsecured Debentures without a Debenturcholder’s Represontative in the Name Registered Offered to : Institutional investors and large investors Amount of bonds sold : Not exceed 500,000 units (1,000 THB. per units) Bonds are not redeemed : 500 MB. The duration of contact : 3 years Interest rate (fix rate) : Fix rate 5.65 % per year To pay interest : Every 3 months on January 24, April 24, July 24 and October 24 Bonds maturity date : on July 24, 2017 • Bills of Exchange (B/E) The Company has B/E of tenor not more than 270 days as at December 31, 2014 the outstanding value of 711.20 MB. The outstanding amount of the Bills of exchange more than one year as of September 30, 2014 sum total of 22.5 MB. outstanding Bills of exchange totaling 733.70 MB. 6.2 Shareholders of the Company The following is a list of the ten largest shareholders according to the share register as at March 17, 2015 :

62 / The Art of Living

No. 1

2 3 4 5 6 7 8. 9 10

Shareholds Kovitchindachai Family Group Ms.Siriluck Kovitchindachai Mr.Prinya Kovitchindachai Ms.Nipha Aphirattanarungruang Mr.Santi Kovitchindachai Mrs.Kimlang Kovitchindachai Mr.Wongwai Kovitchindachai Mr.Pisanu Kovitchindachai Ms. Sudarat Kovitchindachai Ms. Bussayarat Kovitchindachai Ms. Supharat Kovitchindachai Mstr Thanin Kovitchindachai Ms. Worarat Kovitchindachai Mr. Chaiwat Kovitchindachai Mr. Chavai Kovitchindachai THAI NVDR Co., Ltd. MORGAN STANLEY & CO. INTERNATIONAL PLC. Ms.Siriphan Nuntasuit Ms. Waraporn Harnkraivilai CIMB Securities (Singapore) PTE.LTD.

Ms. Piyawan Sae-lea Mr. Suthon Shinghasithankul Mr. Chuchart Thongjuapong Mr. Jakgrawat Wimolmongholrat

Number of Shares hold 501,953,462 282,646,556 50,395,000 42,122,500 40,000,000 19,763,749 9,801,000 9,446,067 9,446,067 9,438,000 9,438,000 9,438,000 8,413,000 998,250 607,273 145,390,676 40,334,840 29,000,000 15,000,000 13,383,000 10,404,200 8,534,300 7,000,000 6,644,200

Percent of shares hold 41.12 23.17 4.13 3.45 3.28 1.62 0.80 0.77 0.77 0.77 0.77 0.77 0.69 0.08 0.05 11.92 3.31 2.38 1.23 1.10 0.85 0.70 0.57 0.54

6.3 The issuance of other securities - None 6.4 Dividend payout policy The Companyâ&#x20AC;&#x2122;s policy is to pay dividends to the shareholders in the amount not more than 40 % of net profit after corporate income tax. The dividend payment rate each year is subject to change, depending on the operating results, the expansion plan, liquidity and other necessity and suitability factors. The Board of Directors is authorized to consider the matter in the best interest of the shareholders. The Companyâ&#x20AC;&#x2122;s subsidiaries have the same dividend payout policy and the matter is subject to the consideration of their Board of Directors. The Art of Living / 63

7. Management Structure The Company has appointed the Board of Directors and 3 other committees tasked with specific duties in overseeing important matters namely, the Audit Committee, Strategy and Risk Management Committee and Nomination Remuneration Committee. The Directors and executives of the Company are competent and have qualifications as required under Section 68 of the Public Limited Company Act, B.E. 1992 and the Notification of the Securities and Exchange Commission No. Kor Jor. 12/2000 re: Application and Approval for Offering of Newly-issued Shares, dated March 22, 2000. The following are details of the committees. 7.1 Board of Directors As at December 31, 2014 the Companyâ&#x20AC;&#x2122;s Board of Directors consisted of 7 Directors; namely 1. Prof. Dr. Warapatr Todhanakasem Chairman/Independent Director 2. Associate Professor Anchalee Pipatanasern Chairman of Audit Committee/Independent Director 3. Assistant Professor Monpaka Vongsa Audit Committee Member /Independent Director 4. Associate Professor Witaya Danthamrongkul Audit Committee Member/Independent Director 5. Ms. Siriluck Kovitchindachai President of the Executive Board/Director 6. Mr.Utane Kongsoontornkitkul Managing Director / Director 7. Mr. Kwanchai Mongkolkittaveepol Director Mr. Chairat Kovitchindachai is also the Secretary of the Board of Directors. Authorized Directors Authorized Directors who can sign to bind the Company are: 1. Either of the following two of three Director, Ms. Siriluck Kovitchindachai, Mr. Kwanchai Mongkolkittaveepol and Mr. Utane Kongsoontornkitkul, co-signing with the Company seal affixed. 2. Certified copy of such power of attorney to Mr.Utane Kongsoontornkitkul or Mr. Kwanchai Mongkolkittaveepol or Mr.Chairat Kovitchindachai Two authorized signatories together to act on their behalf. On documents used for an application for a land allocation permit, a land sale 0permit, and a building and structure construction permit of all categories, requests for inspection, consolidation or separation of land title deeds, permission to separate co-ownership, mortgage registration, clearance to mortgage, redemption of land plots or buildings, requests for a house number, applications for use and transfer of electricity and water supply, right lease, telephone line usage, general telephone requests, permission to connect with roads and sewage pipes, permission to cut a curb, requests for inspection of land position and area, requests for land plot measure and separation, condominium registration, applications to register a condominium juristic person, applications to register a housing estate juristic person, applications for usage of a building, giving consent to the use of premises for commercial purposes, making statements and submission.

64 / The Art of Living

Scope of authority and duties of the Board of Directors 1. Manage the Company in compliance with the laws, the Company’s Objectives and Articles of Association, and legitimate resolutions of Shareholders’ Meetings with integrity and care to protect the interest of the Company; 2. Set objectives, guidelines, policies, work plans and budgets of the Company and supervise the management of the Executive Board and executives to ensure full compliance with the assignments and the regulations of the Stock Exchange of Thailand; 3. The Board of Directors may appoint Directors and/or Management members in a number deemed appropriate as the Executive Board with authorities and responsibilities to manage the Company’s business as assigned by the Board of Directors. 4. Exceptions are the following tasks which can be implemented only upon the resolutions of a Shareholders’ Meeting and on a condition that any Director or person with potential conflict of interests, vested interest or any other interest conflicts with the Company shall not have the right to vote in that matter. - Matters required by laws to obtain a prior resolution of a Shareholders’ Meeting. - Transactions in which Directors who are stakeholders and are within the scope of law or specified provisions of the Stock Exchange to be approved by the Shareholders meeting. In the years 2012, 2013, and at its December 31, 2014 the Company held meeting of the Board of Directors were 6,7,5 times, respectively, Attendance of each member is shown below: No.

Name - Last name

1 Prof. Dr. Warapatr Todhanakasem 2 Asso.Prof. Anchalee Pipatanasern 3 4 5 6

Position

Chairman/Independent Director Chairman of Audit Committee/ Independent Director Asst.Prof. Monpaka Vongsa Audit Committee Member / Independent Director Asso. Prof. Witaya Danthamrongkul Audit Committee Member/ Independent Director Ms. Siriluck Kovitchindachai President of the Executive Board/Director Mr.Utane Kongsoontornkitkul Managing Director

7 Mr. Kwanchai

Mongkolkittaveepol Director

The attendance / All meeting 2012 2013 2014 6/6 7/7 5/5 6/6

7/7

5/5

6/6

7/7

5/5

5/6

5/7

5/5

6/6

5/7

3/5

6/6

7/7

5/5

6/6

7/7

5/5

7.2 The Audit Committee As at December 31, 2014, the Company’s Audit Committee consisted of 3 members as follows: 1. Asso.Prof. Anchalee Pipatanasern Chairman of the Audit Committee 2. Asst. Prof. Monpaka Vongsa Audit Committee Member 3. Asso. Prof. Witaya Danthamrongkul Audit Committee Member Mr. Chairat Kovitchindachai is secretary of the Audit Committee. Note: The three Directors were appointed on October 20, 2009. The Art of Living / 65

The scope of authority and duties of the Audit Committee 1. Review the Company’s financial statements to ensure that they are accurate and that they have sufficient disclosure by coordinating with the Auditor and the executives in charge of preparation of quarterly and annual financial statements. The Audit Committee may advise the Auditor to review or examine any items deemed necessary and important during the auditing. 2. Review the appropriateness and effectiveness of the Company’s Internal Control and Internal Audit by conducting a joint review with the External Auditor and Internal Audit. 3. Hold consultations on and consider the parameters for auditing and the internal audit and the auditor’s plan to ensure that they are in agreement and support each other as regards financial auditing. 4. To reviewed the quarterly and annual financial statements with the Auditor and the internal auditors, prior to submitting them to the regulatory responsibility. (Regulators) 5. Select and nominate the Company’s Auditor to the Board of Directors, and propose their remuneration for approval from the Shareholders’ Meeting. 6. Review the Company’s compliance with the laws related to securities and exchange, the regulations of the Stock Exchange of Thailand and other laws related to the Company’s business. 7. Review the disclosure of the Company’s information regarding related transactions and potential conflict of interest to ensure accuracy and completeness. 8. Prepare an Audit Committee Report signed by the Chairman of the Audit Committee and disclosed it in the Company’s annual report. 9. Review and propose revisions to the Charter to the Board of Directors to ensure that it is up-to date and appropriate for the Company’s business. 10. Perform other duties assigned by the Board of Directors and concurred upon by the Audit Committee. In 2012, 2013 and 2014 the Audit Committee held a total of four and four times meeting, the Audit Committee attendance of each member is shown below: No.

Name - Last name

1 Asso.Prof. Anchalee Pipatanasern 2 Asst.Prof. Monpaka Vongsa 3 Asso. Prof. Witaya

66 / The Art of Living

Position Chairman of the Audit Committee Audit Committee Member

Danthamrongkul Audit Committee Member

The attendance / All meeting 2012 4/4

2013 4/4

2014 4/4

4/4

3/4

2/4

4/4

7.3 Strategy and Risk Management Committee The Company has set up the strategy board. And Risk Management the Risk Management Committee since 2009. For the year 2012, 2013 and 2014, the Company did not have a strategy committee meeting. And Risk Management.

As at December 31, 2014, The Strategy and Risk Management consisted of three members; namely. 1. Prof. Dr. Warapatr Todhanakasem Chairman of the Strategy and Risk Management Committee. 2. Ms.Siriluck Kovitchindachai the Strategy and Risk Management Committee. 3. Mr.Utane Kongsoontornkitkul the Strategy and Risk Management Committee.

Authority and duties of the Strategy and Risk Management Committee 1. Consider the policies, directions, strategies and risk management structure, as well as the Companyâ&#x20AC;&#x2122;s business principles as proposed by Management to ensure that they are aligned with and support the current economic and competition conditions. 2. Follow up on the development of strategies and the framework of risk management. 3. Follow up on the risk indicative process and assessment. 4. Evaluate and approve the risk management plan. 5. Report to the Board of Directors on risks and risk management. 6. Liaise with the Audit Committee in matters related to major risks. 7.4 The Nomination and Remuneration Committee As at December 31, 2013 the Nomination Committee and Remuneration Committee consisted of three members; namely. 1. Asso. Prof. Witaya Danthamrongkul Chairman of the Nomination and Remuneration Committee* 2. Asso. Prof. Anchalee Pipatanasern The Nomination and Remuneration Committee** 3. Asst. Prof. Monpaka Vongsa The Nomination and Remuneration Committee* Note : *The Directors has appointed as at January 20, 2012. **The Directors has appointed as at July 01, 2014.

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Authority and duties of the Nomination Committee and Remuneration Committee 1. Consideration of the Board. And senior executives of the company. 2. Consider and selected the person should have been nominated for election as directors. In the event of a vacancy on the Board of Directors or full term. 3. Consider the appropriate approval has been appointed as chief executive. By the Company selects and consider In the event of a vacancy or a new position. 4. Considering the remuneration including salary, pension and senior management benefits, bonuses, meeting allowances, benefits. And other benefits, both monetary and non-monetary. 5. Annual performance evaluation of the Board and the Nomination and Remuneration Committee reports to the Board of Directors. 6. Perform any other duties assigned by the Board of Directors in relation to recruitment and remuneration of directors and senior management. In the year 2012, 2013 and 2014 the company has been meeting of the Nomination Committee and Remuneration, 2, 1, 2 respectively. 7.5 Executive Board As of December 31, 2014 the Company’s Executive Board comprised 6 persons as follows: 1. Ms.Siriluck Kovitchindachai Chairman of the Executive Board. 2. Mr.Utane Kongsoontornkitkul Executive Director 3. Mr. Kwanchai Mongkolkittaveepol Executive Director 4. Ms.Kittima Sakulsuwan Executive Director 5. Mr.Chairat Kovitchindachai Executive Director 6. Mr.Chaiwut Kovitchindachai Executive Director Authority and duties of the Board of Directors 1. Consideration for the strategic direction and management structure. The main business of the company. Assigned to reflect and support the economy and the competition as the Executive. Before presentation to the Board of Directors for consideration and approval. 2. Proposed business plan and budget to the administration of the Company’s Board of Directors. For consideration and approval. Including approval of the annual budget allocated to amend or supplement the annual budget in case of urgent need. And presented to the Board of Directors for further information. 3. Monitor the implementation of policies and guidelines for the management aspects of the company to be more efficient. To monitor the operation. 4. Monitor the performance of the company in accordance with the business plan approved by the Board of Directors. 5. Consider and approve the Company’s investments in accordance with the business plan.

68 / The Art of Living

6. Has withdrawn the power to appoint officers of the Company in a position lower than the position of Managing Director. 7. Conduct financial transactions with financial institutions in the mortgage loan guarantees and other loan accounts, including trading and registering land ownership to any of the objectives. For the purpose of the operation of the company. The limit for each item does not exceed 750 MB or equivalent. Or as assigned by the Board of Directors. 8. Consider allocating bonuses or bonus compensation, which has been approved by the Board of Directors and the employees of the company or any person acting on the Company’s business. 9. Approve the purchase of land, buildings, office equipment. Construction or repair of buildings and improvements. The limit for each item does not exceed 750 MB or equivalent. Or as assigned by the Board of Directors. 10. Perform any other duties assigned by the Board. Delegation of the Board of Directors’ authority to the Executive Board as cited above does not apply to authority delegation or sub-delegation which would empower the Executive Board or the person (s) to whom the authority is sub-delegated to approve transactions which they have with the Company or the subsidiaries where they may have conflict, vested interest or any conflict of interest (as required by the relevant SEC announcements), except for transactions made in accordance with the policy and criteria already approved by the Board of Directors which are a normal business practice with normal trade conditions. 7.6 Management As of December 31, 2014 the Company’s Management comprised 5 persons as follows: 1. Mr. Utane Kongsoontornkitkul Managing director 2. Mr. Utane Kongsoontornkitkul (Acting) Director of Corporate Support. Accounting and Finance Groups. And Development Group. 3. Ms.Kittima Sakulsuwan Assistant Managing Director, Marketing and Sales. Marketing Group. And Sales Group. 4. Mr. Chaiwut Kovitchindachai Assistant Managing Director of Construction Management practice group. And Business Support. 5. Mr. Chairat Kovitchindachai Senior Director Office of the President. Scope of authority and duties of the Managing Director 1. Operate and manage the normal business of the Company. 2. Operate and manage the business of the Company in accordance with the business policies, plans and strategies approved by the Board of Directors. 3. Delegate authority to or empower other persons deemed suitable to lead in executing matters as necessary and appropriate, subject to endorsement by the Chairman and the relevant laws as well as Company rules and regulations. 4. Perform other duties as assigned by the Board of Directors from time to time.

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5. Execute and approve entering into hiring contracts, work contracts and other normal business commitments, subject to an amount within the limit set forth by the Management Authorities which have been approved by the Board of Directors and which may be adjusted as appropriate by the Board of Directors. The delegation of authority to the Managing Director described above is subject to legal requirements and Company regulations. In cases where there are or may be interest or vested interest on the part of the Managing Director, he has no authority to approve such transactions. He is required to forward the matter to the Board of Directors In addition, entering into related transactions or transactions related to acquisition or disposition of assets of the Company or the subsidiaries requires approval of the Shareholdersâ&#x20AC;&#x2122; Meeting and/or other undertakings in accordance with the guidelines and methods prescribed for such matters in order to comply with SET requirements. 7.7 The Company Secretary The Board of Directors has appointed Mr.Chairat Kovitchindachai Executive Director Prinsiri Limited (the Company). Since September 1st, 2011 as the Company Secretary to act as required by law. The Board of Directors has promoted and encouraged the company secretary receives training and ongoing development of knowledge in the legal, accounting or company secretarial duties, with the following of history; Name-Last name Position Age Nationality Educational background

: Mr.Chairat Kovitchindachai : Company Secretary : 41 : Thai : MBA Faculty of Commerce (Property) And Accountancy, Thammasat University : Masterâ&#x20AC;&#x2122;s Degree (MBA) from The University of Memphis, USA

Shares Proportion (%) : -NoneExecutive Relationship : Is the grandson of Ms. Siriluck Kovitchindachai And Mr. Kwanchai Mongkolkittaveepol. Work experience within the past 5 years Duration Position

Company

2011 - Present Company Secretary and Senior Director PRINSIRI (PCL.) 2000 - 2011 Director, Office of the President PRINSIRI (PCL.)

70 / The Art of Living

Duties and responsibilities of the Company Secretary 1. Preparation and keeping of the following documents: - Register of Directors - Notices of meetings of the Board of Directors, minutes of Board of Directors’ meetings, and the Company’s annual reports. - Notices and minutes of Annual General Meetings. - Storage report on interest filed by a director or executive. - General Meeting of Shareholders the Board of Directors in accordance with the law. And Articles of Association. 2. Communication with regulatory agencies involved. And take care for the disclosure of information. And Disclosure In part responsible for the oversight agencies. The rules and regulations of the Government. 3. Interact and communicate with other shareholders’ rights to be informed. Shareholders and the Company’s news. 4. Other actions taken by the Law Commission and the Capital Market. 7.8 Nomination of Directors and Executives To appoint The Nomination and Remuneration Committee will consider qualifications. Qualified and carefully selected individuals who are knowledgeable, capable and experienced work related. And qualify by law. It will submit its opinion to the Board of Directors. And / or the general meeting of shareholders. Follow from the policy of the Company. 1. The Company Director The Directors are nominated and elected at the Shareholders’ Meeting using the following procedures and methods: 1. One share is entitled to one vote. 2. Each shareholder is to vote with all his/her entitlement: 1) voting is done to elect Directors individually or as a group at one time or 2) voting can be done in any other way deemed appropriate by the Shareholders’ Meeting. However, shareholders may not allot their votes in any number to any particular persons or groups. 3. Election of Directors shall be by majority of votes. In the case of an equality of votes, the person presiding over the meeting shall have a casting vote. The Company appoints at least 5 Directors to the Board with no less than half of the Directors having domicile in Thailand. The Board members must be qualified according to criteria specified by the laws related to public limited companies and securities and the Stock Exchange. One-third of the Directors shall vacate their office at each Annual General Meeting. If the number of Directors cannot be divided into a multiple of three, the number nearest to one-third shall retire. The Directors to vacate office in the first and second years following the registration of the Company shall be drawn by lots. In subsequent years, those longest-serving shall vacate their office. Directors who have retired by such rotation may be re-elected.

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In the event a vacancy in Directorship occurs for reasons other than by rotation, the Board of Directors shall elect a qualified person with no characteristics prohibited under the public limited company law to serve as a Director at the next meeting of the Board of Directors unless the remaining term of office of the vacated Director is less than two months. The person so elected shall hold office only for the remaining term of the Director whom he/she replaces. The resolution of the Board of Directors to elect a replacement Director requires not less than three-fourths of the votes of the remaining Directors. The Shareholders’ Meeting may resolve to remove any Director from office before the conclusion of his/her term. Such a resolution requires not less than three-fourths of the votes of the shareholders present with voting right, whose combined number of the ordinary shares held is not less than half of the total number of shares held by the shareholders present with voting right. 2. The Audit Committee The Board of Directors appoints the Audit Committee with qualifications of the Members in accordance with the criteria set forth by the Securities and Exchange Commission with approval of the Shareholders’ Meeting. The term of the Audit Committee is 3 years. After completing the term, the Members of the Committee may be reappointed. 3. The Strategy and Risk Management Committee The Company’s Executive Board appoints the Strategy and Risk Management Committee who have the authority and duties to formulate Company strategies and manage its risks as assigned by the Board of Directors 4. The Normination and Remuneration Committee Board of Directors, are responsible for appointed of Nominate committee and Remuneration. To be authorized in recruiting and Remuneration of senior executives of the company, as the Board of Directors assigned. 5. The Executive Board The Company’s Board of Directors appoints the Executive Board who has the authority and duties to manage the business of the Company as assigned by the Board of Directors. 7.9 Management remuneration Company’s remuneration policy of the Board of Directors clearly and transparently. The remuneration is appropriate and consistent with the industry. Including a level sufficient to attract and retain directors of the features. And must be approved by the general meeting of shareholders. The Executive Compensation Companies to adhere to the principles and policies of the Board of Directors. Which is linked to the performance of the Company and the performance of each executive . The Company has not appointed a Remuneration Committee. But the process of determining appropriate compensation using compensation data of companies in the same industry and similar size. Including the turnover of the company into consideration.

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1. Cash remuneration - Remuneration for Directors The Companyâ&#x20AC;&#x2122;s remuneration for Directors consists of meeting allowances, Remuneration. In 2012, 2013 and 2014, the remunerations amounted to 3,278,000 Baht, 4,468,000 Baht and 3,268,000 Baht, respectively. Details are as shown in following table. (Unit : Baht) 2012 Name 1. Prof. Dr.Warapatr Thodhanakasem 2. Asso. Prof.Anchalee Pipatanasern 3. Asst. Prof.Monpaka Vongsa 4. Asso. Prof.Witaya Danthamrongkul 5. Mr.Veera Srichanachaichok* Total Total Amount

2013

Meeting Meeting Remuneration Remuneration Pension Allowances Allowances 100,000 100,000 80,000 10,000 290,000

1,728,000 480,000 360,000 360,000 60,000 2,988,000 3,278,000

120,000 120,000 80,000 320,000

2014 Pension

Meeting Allowances

Remuneration

1,728,000 488,000 480,000 244,000 360,000 244,000 360,000 244,000 2,928,000 1,220,000

100,000 120,000 120,000 320,000

1,728,000 480,000 360,000 360,000 2,928,000

4,468,000

Pension -

3,268,000

Notes : *Mr. Veera Srichanachaichok Resignation of Managing Director on February 29th, 2012.

- Management remuneration (Unit : Baht) 2012 2013 2014 Remuneration Remuneration (Baht) Remuneration (Baht) Remuneration (Baht) Total Salaries and Bonuses 45,255,259.00 35,469,950.00 26,083,300.00 Petrol allowances 2,122,210.55 1,156,566.04 899,156.10 Car allowances 7,625,034.00 5,833,212.00 4,533,988.13 Total 55,002,503.55 42,459,728.04 31,516,444.23 2. Other remuneration -None-

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7.10 Human resources 1. Number of employees As at December 31, 2014, the Company has a total of 465 employees, excluding Directors and Management members. The number of employees can be classified by line as follows: Line Accounting and Finance Group Marketing, sales and construction management. Business Support Group Development Group Office of Managing Director Subsidiary Company Total

Number (person) 21 86 115 33 82 128 465

Over the past three years, the Company had no labor deputes. 2. Remuneration for employees The Company provides remuneration in the forms of salaries, wages, bonuses and provident fund contributions. Welfare and benefits are also provided to employees in excess of labor law requirements; e.g., the annual leave and personal business leave schemes on a sliding scale based on service years, which were revised in 2010, and provision of group insurance on top of the social security scheme. In 2009, there were 205 employees and the remuneration amounted to 98.70 MB. In 2010, the total 277 employees were paid 116.64 MB. In 2011, the total 342 employees were paid 130.25 MB. In 2012, the total 351 employees were paid 163.54 MB, the total 347 employees were paid 131.59 MB and as at 2014, the total 465 employees were paid 145.42 MB, respectively. The remuneration figures include payments to those employees who joined and left the Company during the year.

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3. Human resources development policy The Companyâ&#x20AC;&#x2122;s human resource development policy has an objective of developing the competencies of the employees and retaining competent personnel for a long term, giving them a good career path. Training, both in-house and off-premise, is offered on a regular basis, based on the annual training plan. Training needs were surveyed and identified for all levels of employees. Training is conducted in response to the needs of each line. Regular training is provided for general employees while special training projects are organized for executives. The Company has both the policy and determination to enhance the potential of the employees at all levels for the growth of the Company as a whole, and to prepare them for any change that may take place. In 2012 the company has the key concepts in human resource management and organizational development. Accordance with the current context of real estate, by focusing on people management available today to get ready for the change (Change Awareness). With the encouragement of learning, appropriate to the organization. There are a variety of methods such as self-learning, (Self Learning) mentors, (Mentoring) and development processes. (Process Improvement) There is also an idea to modify approaches in human resource management with a focus on recruiting talented people and they need to have the ability to learn and adapt to the corporate culture. The company also plans to use information technology to support human resources information system. (HRIS) To increase performance between the project office far away, too. In 2013 the company has allocated funds for training and policy development. And guidelines for the development of personnel within the development (Competency Framework) were divided into training knowledge. Knowledge Level And specialized knowledge to provide the professional staff at all levels. And all work has been the development of knowledge. Skill As well as the potential to comply with the performance. And to develop themselves to grow with the Company. In the year 2014 onwards. Continue to plan the implementation of human resource development within the development (Competency Framework) to provide continuity in development. By focusing on the learning activities focused on the development team. And the development of effective communication. During departments within organizations such as the provision of training in the form of an exchange of ideas with each other. During the meal (Lunch and Learn). The project activities, employee relations. The representatives of employees from each division. A team of presenters And employee relations activities to build up (Love Care Share Team). The leadership of the chief parts. Both in terms of team management. And effective communication through training provided by the organization itself. And study change concept with a group of professionals with external organizations.

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2nd Group Sales Dept.

Landscape Garden Dep.

Survey Dep.

2nd Group Construction Dep.

1st Group Construction Dep.

2nd Group Community Management Dep.

Marketing Dept.

1st Group Community Management Dep.

1st Group Sales Dept.

Corporate Communication & Custumer Relation Management Dep.

Construction Unit Group

Sales Unit Group

Product Disign Dep.

Sales Unit Group

Construction management and control Dep.

Finance Dep.

Accounting Dep.

Accounting & Financial Unit Group

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Administration & Labors Welfare Dep.

Information Technology Dep.

Human Resource Management Dep.

Organization Development Unit Group

operation Division

Nomination and Remuneration Committee

Stategic & Risk Management Committee

Advisor / Specialist - (Construction) - (Marketing) - (Legal) - (Business Development) - (Organization development / Strategy)

Engineering and construction drawing Dep. Construction costing and budgeting Dep. Sourcing Dep.

operation Division

Managing Director

Executive Committee

Board of Directors

Marketing Unit Group

Maketing and Sales

MD Office - (Legal and Secretaryâ&#x20AC;&#x2122;s office Dept.) - (Goverment Relations Dept.) - (Central Audit and Compliance Dept.) - (Quality Inspection Dept.) - (Puchasing Dept.)

Internal Audit

Audit Committee

The Structure Chart of The Company Management. As at December 31st, 2014

Management Structure

4 8. Corporate Governance 8.1 Corporate Governance policies The company is committed to strive to conduct business under corporate governance.(Corporate Governance) In accordance with good corporate governance. Regulations of the Stock Exchange of Thailand and Regulations of the Securities and Exchange Commission. To strengthen of competitive. Lead to growth and add value to our shareholders in the long run. With regard to other stakeholders. The importance of good corporate governance. This is a tool to increase value and promote sustainable growth of the company. By demonstrating the presence of an effective management system transparent. This helps to build confidence and confidence to shareholders, investors, stakeholders and all concerned parties. The company has set a policy and promulgated on April 3, 2004. The documentation has been prepared in good corporate governance. Codes of Conduct and document To serve as a guide for the conduct of everyone in the organization. Goals of policy corporate governance Board of Directors the importance of good corporate governance. We have established sub-committees to assist the Board in the amount of 2 screening tasks are important principles of good corporate governance are The Audit Committee, Strategy and Risk Management Committee and By the committee in the Faculty are persons who are qualified under Section 68 of the Public Companies Act BE 1992. And the Notification of the Securities and Exchange Acts 12/2000. Roles and responsibilities are defined clearly in the Board the Board of Directors has delegated to the Audit Committee responsibility to carry on the good governance the scope of operations is as follows: 1. Proposed practices of good corporate governance to the Board of Directors. 2. Supervise the operations of the Board and the management of the company. 3. In order to adhere to the principles of good corporate governance of the Company. 4. Reviewing the corporate governance of the Company. By comparison with the practices of International norms. And make recommendations to the Board of Directors. Board of Directors are undefined Goals of the target of the corporate governance policies of the company as follows: “Company focused on business operation is legitimate and regulations are transparent and fair, including the importance of monitoring system and internal control and risk management And adequacy, and as a result, the business has grown steadily and sustainably. And adding maximum value to shareholders and stakeholders within the framework of law and business ethics” In addition, the company has embarked on a campaign to promote the importance of performing the duties of good corporate governance seriously. The dissemination and public policy, and knowledge about the corporate governance of the Company. Through documentation of good corporate governance through the document codes of conduct. The company also made public through the company’s Intranet and Web Site Thailand and English language. In order of facilitate to all employees in the organization. And distributed to the shareholders, investors, stakeholders. And all concerned parties to use or applied as a reference.

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Corporate governance, the Company adheres to major in business continuously divided into 5 categories, are as follows: Section 1 The rights of shareholders. Section 2 Treating to shareholders equally. Section 3 The role of stakeholders. Section 4 Disclosure and transparency. Section 5 Responsibilities of the Board. Section 1 The rights of shareholders The Company recognizes and values the rights of shareholders, encouraging them to exercise their rights. In addition, it constantly sees to it that the shareholders are treated, and their fundamental rights protected, equitably. An Annual General Meeting of Shareholders is held once a year within four months after the end of the fiscal year. In case of urgency requiring a resolution from the Shareholders’ Meeting, the Company may arrange an Extraordinary Meeting. A Meeting notice is sent to the shareholders not less than 14 days in advance, together with detailed agenda and relevant documents. Announcements are made in one Thai newspaper and one English newspaper on three consecutive days at least three days before the Meeting date. The announcement provides information about the Meeting notice with details of the Meeting agenda and Meeting documents in advance before the documents are sent to the shareholders. Also, in order to allow sufficient time to study the information before receiving it in hard copies, the Company publishes the information on its website under the Section “Investor Relations” both in Thai and English at least 30 days before the Meeting. In addition, the shareholders can propose an agenda item to the Meeting via the website. On the day of the Meeting, the Company provides convenience to all shareholders equally. Attendance registration begins two hours before the Meeting time. The Meeting venue and time are chosen with the attendant’s convenience in mind. During the Meeting, the Company sees to it that all the shareholders have equal opportunities. Before the Meeting commences, the Chairman of the Meeting will clearly explain the Meeting rules, including the voting procedure. The Chairman also offers an opportunity for the attendants to express opinions, make recommendations and ask questions pertinent to the agenda item being considered, allowing adequate and appropriate time. He and the other members of Management treat all issues raised as important, answering all questions asked clearly and directly. Voting is carried out using a universally accepted method, with emphasis placed on transparency. The minutes are correctly and completely taken so that shareholders can review them. They are also systematically kept for easy and convenient review. In addition, the Company has the Investor Relations Department to serve as the information center. This unit provides Company information disclosure to shareholders, investors, reporters and the general public who are interested in the Company’s securities. Information disclosed is accurate, complete, consistent, timely, transparent and equitably given. It includes the Company profile, financial statements, annual reports, Meeting notices, notifications to the Stock Exchange and securities related activities. The Company also publishes those data on its website under the Section “Investor Relations” in both Thai and English. The shareholders can also contact Investor Relations directly or via the website.

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Section 2 Treating to shareholders equally Shareholders’ Meeting In 2014, there was an Annual General Meeting of Shareholders, Session 1/2014 on April 29, 2014. For this Meeting, the Company sent a notice to the shareholders, together with details of the agenda, opinions of the Board of Directors, the minutes of the previous Meeting, the annual report, Meeting documents, and a proxy form with an explanation. (These documents were publicized on the Company website 30 days in advance of the Meeting). The documents were sent to the shareholders more than 7 days prior the date of the Meeting. The Company provided the documents to every shareholder listed in the shareholder register as at the closing date. It also announced the Meeting notices in a daily Thai newspaper and a daily English language newspaper not less than three days. Both Thai and the English language version of each one to at least 3 consecutive days, including the appointment of independent directors as proxies on behalf of shareholders in the event that a shareholder wishes to appoint an independent director as a meeting place. Shareholders can appoint any other person. Or will be independent directors appointed meeting place. For Annual general meeting in 2014 in order to be in accordance guidelines for Corporate Governance and good governance of importance to shareholders (Corporate Governance). The company has undertaken to disseminate information about the meeting invitation with the detailed of agenda, And meeting documents to its shareholders prior to delivery. Through to the company website www.prinsiri.com of the Investor Relations. (IR) Both in Thai and English language. Not less than 30 days before the AGM. And perform for shareholders to propose agenda. And to nominate a person to be a director through to www.prinsiri.com or through to the e-mail: ir@prinsiri.com By the year 2013, no shareholders proposed agenda and list of persons to be directors through. www.prinsiri.com and or e-mail: ir@prinsiri.com. At the Shareholders’ Meeting of 2014, eight members of the Board of Directors were present. The Chairman of the Board chaired the Meeting. He explained the details of the quorum, the Meeting rules, the voting procedure, vote counting, and the use of voting ballots. The result of vote counting of each agenda item was announced clearly and transparently. The Meeting attendants were given sufficient and appropriate time to ask questions and express opinions. The questions were answered clearly and directly by the Directors and the Management members. The Meeting was conducted completely in accordance with the regal requirements. To provide convenience to the shareholders, attendance catering also served. The minutes if the 2.30 HOUR Meeting was properly and completely taken; shareholders can review the minutes which are kept in good order for convenient review. After the Meeting, shareholders could access the minutes via the Company’s website under the “Investor Relations” section within 14 days. Section 3 The role of stakeholders The Company recognizes and respects the rights of the stakeholders such as customers, employees, trading partners, competitors, creditors and communities. It has clearly adopted the policies of good corporate governance and business ethics, so that everyone in the organization can adhere to the guidelines. The following summarizes major points about the rights of all the stakeholders: - Shareholder : - Employees :

Company treats shareholder equally. And returns to fairly and appropriate. The Company treats all employees equally and remunerates them fairly and appropriately. The Art of Living / 79

- Trading partners and : The Company treats trading partners and creditors fairly and in accordance with creditors business. - Customers : The Company takes good care of, and bears its responsibility to, customers by turning out quality products which are up to standards and well responsive to customers’ needs, with emphasis on quality, service and appropriate prices. - Competitors : The Company strictly follows the rule of good competition is order to maintain good competition practices. - Community : The Company recognizes the importance of environment conservation, bearing the responsibility for ensuring that the communities, society and the environment are not affected. Leadership and vision The Board of Directors consists of members who have knowledge, competence, skills and experience. The Board performs duties by adhering to relevant laws, regulations, and Shareholders’ Meeting resolutions with integrity and ethics. The Board of Directors plays a major role in formulating the Company’s visions and mission and approving the business directions, policies, strategies, and goals for use as frameworks by Management in preparing annual business plans and budgets. The board shall then monitor the operation of Management to ensure that it is in line with the specified policies, goals and business plans in order to generate maximum benefits for the organization and the shareholders. During the previous year, the Executive Board proposed the annual business plans and the annual budgets to the Board of Directors. There was a joint discussion, after which the Board of Directors expressed further opinions for improvement and approved the proposals. Conflict of interest The Company recognized the necessity to have in place a policy concerning conflict of interest, having adopted a policy to prohibit the Directors, executives and employees from seeking personal gains in conflict with the Company’s interest. This has been made part of the Code of Conduct to which they are required to adhere. The Board of Directors carefully looks into matters with potential conflict of interest as well as the use of inside information. Details are as follows: 1. Transactions with potential conflict of interest The Board of Directors is informed of transactions with conflict of interest. In entering into transactions with potential conflict of interest, the Board of Directors will consider the suitability carefully, based on the Company’s interest. Opinions of the Audit Committee will be sought in cases where conflict of interest may occur before they are proposed to the Board of Directors for consideration. The Company’s procedure is strictly in accordance with the requirements of the Stock Exchange of Thailand.

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2. Supervision of the use of inside information The Company’s policy prohibits Directors and executives from using material inside information either directly or indirectly for their own or other people’s benefit, including the trading of the Company’s securities. The following measures are taken to prevent the use of inside information by Management and personnel of the Company: - Informing the Directors and Management members of their duties to report their holding of Company securities as required under Section 59, in accordance with the Notification of the Office of the Securities and Exchange Commission No. Sor.Jor. 14/1997 on Preparation and Disclosure of the Securities Holding Report and the penalties under Section 275 of the Securities and Exchange Act, B.E. 1992. - Forwarding a circular notice to inform executives that those who have access to material information which may affect the price of securities must not use the information before it is disclosed to the public. Executives are prohibited from trading Company securities within one month of public disclosure of the financial statements or material information and from disclosing the information to other people. - Departments with access to such information are prohibited from disclosing it to other units or persons not concerned with the matter. To ensure that the Directors and executives who are required to prepare a report on their securities holding and the change thereof under Section 59 follow the laws, they are also required to inform the Board of Directors on the same day as the day they submit the report to the Office of the Securities and Exchange Commission. Although the Company has not imposed a penalty for failure to submit a securities holding report, it has notified them of the penalties under Section 59 of the Securities and Exchange Act, B.E. 1992 for violation or failure to report securities holding. The Company’s policy is to prohibit the Directors and executives from using inside information for personal gains either directly or indirectly. At each meeting of the Board of Directors, the Chairman advises the Directors to follow the policy regarding conflict of interest. For any item on the agenda with which any Directors are involved or in which they have vested interest, they are requested to inform the meeting in order to abstain and to express no opinions. The Audit Committee carefully considers the appropriateness and reasonability of related transactions, transactions with conflict of interest, and the criteria provided by the SET before presenting the transactions to the Board of Directors for approval. The transactions are required to be reported and disclosed on a quarterly basis, as well as disclosed in the annual report and the Annual Information Filing Form. To emphasize the importance it attaches to the control of the use of inside information, the Company has made it part of the Code of Conduct to be strictly observed by the Directors, executives and employees. Section 4 Information Disclosure and Transparency The Board of Directors Policy is operating with transparency. Can be verified and disclosure of information, both financial and non-financial information of the Company to its shareholders. Including investors and the general public compliance with laws and regulations. Related Through channels that can access data easily. Are equal and trustworthy.

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Business ethics Recognizing the significance of instituting a system of moral and ethical principles in concrete terms, the Company has developed the Corporate Code of Conduct, which has been in effect since April 3, 2004, to be observed by the Directors, executives and employees in their conduct and in treating all groups of stakeholders fairly. The Code of Conduct, which is believed to be vital to the sustainable growth of the organization, is expected to be strictly adhered to by all the Directors, executives and employees. Furthermore, the Company is determined to promote widespread adoption of such principles among suppliers, contractors, advisors, business partners and other relevant parties. In addition to making it available to all Directors, executives and employees, the Company has publicized the Corporate Code of Conduct on its Intranet and website under the Investor Relations Section. The following paragraphs summarize the Corporate Code of Conduct. 1. Transparency and disclosure Corporate management, bookkeeping, and financial report preparation shall be correctly conducted in conformity with applicable laws, principles and acceptable international standards. Information disclosed must be accurate, clear, complete and up-to-date to maintain the confidence of investors, shareholders and debtors. 2. Equitable treatment The Company is determined to treat all parties involved, including shareholders, customers, debtors, employees and society at large, fairly and equitably. Shareholders, whether they be major or minor shareholders, shall be treated equally. 3. Risks management Management of risks where they concern effectiveness, efficiency, accuracy of financial reports, compliance with applicable laws, rules, regulations, and orders, shall be executed consistently with the good internal control framework. Business risks shall be analyzed and prioritized while control measures implemented to minimize them. 4. Commitment to social responsibility. Operate with due regard to their duties and responsibilities in accordance with the common interest, environment and contribute to the development of well-being of Thailand society. 5. Provide virtues and ethical at all levels of the organization. Virtue and ethics are important elements of good corporate governance of the Company. Work ethics at all levels of the organization. Directors, Management and Employees. The Board recognizes that organizations cannot survive without these values in business.

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Section 5 Responsibilities of the Board of Directors 8.2 subcommittees The Board of Directors Policy is operating with transparency. Can be verified and disclosure of information, both financial and non-financial information of the Company to its shareholders. Including investors and the general public compliance with laws and regulations. Related Through channels that can access data easily. Are equal and trustworthy. Responsibilities of the Board of Directors 1. Composition of the Board of Directors The Board of Directors of the Company consists of 7 members. A size appropriate for the organization. The composition of the Board of Directors is as follows: 1.1 The executive director and a director have equity of 3 members. 1.2 Independent of 4 members Therefore, the number of non-executive Directors accounts for 57% of the total number of the Directors. The composition of the Directorship of the Company, to a reasonable degree, is well-balanced. Each of the four non-executive Directors has the qualifications required of an audit committee member as prescribed in the Notification of the Stock Exchange of Thailand Re Qualifications and Scope of Work of the Audit Committee. 2. The term of office of Directors and the number of companies in which each Director may serve The Board of Directors consists of 7 members, four of whom are independent Directors. The ratio of Independent Directors to all Directors is therefore higher than one-third, as required by the SET. One-third of the Directors shall vacate their office at each Annual General Meeting. If the number of Directors cannot be divided into a multiple of three, the number nearest to one-third shall retire. The Directors to vacate office in the first and second years following the registration of the Company shall be drawn by lots. In subsequent years, those longest-serving shall vacate their office. Directors who have retired by such rotation may be re-elected. In the event a vacancy in Directorship occurs for reasons other than by rotation, the Board of Directors shall elect a qualified person with no characteristics prohibited under the public limited company law to serve as a Director at the next meeting of the Board of Directors unless the remaining term of office of the vacated Director is less than 2 months. The person so elected shall hold office only for the remaining term of the Director whom he/she replaces. The resolution of the Board of Directors to elect a replacement Director requires not less than three-fourths of the votes of the remaining Directors. The Shareholdersâ&#x20AC;&#x2122; Meeting may resolve to remove any Director from office before the conclusion of his/ her term. Such a resolution requires not less than three-fourths of the votes of the shareholders present with voting right; whose combined number of the ordinary shares held shall not be less than half of the total number of shares held by the shareholders present with voting right.

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3. Board of Directors meetings The Board of Directors holds a meeting on a regular basis, at least four times a year. Each meeting must always have clear agenda and follow-up items. A notice is sent not less than 7 days in advance of the meeting, together with the agenda and relevant documents, to allow sufficient time for the Directors to study the information. In cases of urgency, a notice may be sent in a different manner and the meeting may be scheduled for an earlier date, to protect the Company’s right or interest. Each meeting takes at least 2 hours. All the Directors are given an opportunity to express their views openly and freely. The Chairman of the Board of Directors makes a summary of the discussion and draws conclusions. Directors with vested interest in the matter being considered have to leave the meeting. Minutes are taken after each meeting and the minutes which have been adopted are kept in an orderly manner for convenient and easy retrieving. 4. Sub-Committees For the Company’s effective performance, the Board of Directors has appointed 2 special committees to oversee important tasks - the Audit Committee and the Strategy and Risk Management Committee. Descriptions of the authority and duties of the committees are in the Audit Committee and the Strategy and Risk Management Committee and Nomination and Remuneration Committee. The Board of Directors has assigned the Audit Committee to oversee the Company’s good corporate governance, with the following duties and responsibilities. 1. Propose guidelines for good corporate governance to the Board of Directors. 2. Provide advice regarding good corporate governance to the Board of Directors. 3. Supervise the Directors and Management to ensure compliance with the Company’s good corporate governance. 4. Review the procedures of the Company’s good corporate governance by comparing them with international practices for improvement and make recommendations to the Board of Directors. 5. Reports of the Board of Directors The Board of Directors is responsible for the Company’s financial statements and financial information which are contained in the annual report. The financial statements are prepared in accordance with accounting principles generally accepted in Thailand. The financial statements are prepared under an appropriate and consistent policy with careful judgment. Material information is sufficiently disclosed in the Notes to the Financial Statements. The Audit Committee has been appointed by the Board of Directors to audit the Company’s financial statements to ensure their accuracy and adequacy. Appropriate and effective internal control and audit are in place. The Audit Committee consists of non-executive Directors who are responsible for the quality of financial reports and internal control. The Board is of the opinion that, in general, the internal control of the Company is at a satisfactory level and can build reasonable confidence in the reliability of the Company’s financial statements. 6. Relationship with Investors The Board of Directors realizes that the Company’s information, financial or otherwise, may influence the process of decision making of investors and stakeholders. The Company therefore has instructed Management to disclose complete, truthful, reliable, consistent, and timely information in compliance with the laws, rules, and regulations related to information disclosure of the Office of the Securities and Exchange Commission and the Stock Exchange of Thailand, which Management

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values and follows. In addition to information disclosure according to the requirements of the Stock Exchange of Thailand and the Office of the Securities and Exchange Commission, the Company has set up the Investor Relations Department which is responsible for information disclosure of the Company to shareholders, investors, analysts, reporters and the general public who are interested in the Company’s securities. In the year 2012, the Company conducted activities to provide information of the Company both directly and indirectly through three analysts meetings, three presentations to investors at the “Opportunity Day” events organized by the Stock Exchange of Thailand, three presentations to fund managers, both domestic and overseas, and one site visit. In addition, Investor Relations provides information and responds to enquiries from investors and reporters by e-mail and telephone on a regular basis. Furthermore, the Company also provides information including operating results, financial statements, Company news, securities information, securities activities, annual reports, Shareholders’ Meeting notices, minutes of Meetings, and other information via its website: www.prinsiri.com, under the Investor Relations Section, also updates all information away. Investors may contact Investor Relations for information at 02-617-6900 or to e-mail address: ir@prinsiri.com. In 2009, the Company received the third prize of the IR Excellence Awards in the category of companies with less than 10 billion Baht market capitalization. In 2010 and in 2011, the Company won the first prize for the second group of companies with less than 10 billion Baht market capitalization. The Company will keep on strengthening its investor relations function to further facilitate investors’ access to Company information. 8.3 Recruitment and appointment of directors and senior management highest level Quafications of independent director The number of Independent Directors on the Board of Directors shall at all times constitute at least one-third of the total number of Directors, or not less than three. The qualifications of Independent Directors are prescribed in accordance with SEC regulations, as follows: 1. Holding shares representing not more than 5% of the total shares with voting right of the Company, parent company, subsidiaries, associated companies or any juristic persons with potential conflict of interest. 2. Not being an employee, staff member or salaried advisor or controlling person of the Company, parent company, subsidiaries, associated companies or any juristic persons with potential conflict of interest. 3. Not being a person who has a blood or legally registered relationship as father, mother, spouse, sibling, offspring, including spouses of an offspring of the executives, major shareholders, controlling persons or persons to be nominated as executives or controlling persons of the Company or its subsidiaries. 4. Having no business relationship with the Company, parent company, subsidiaries, associated companies or any juristic persons with potential conflict of interest, which may impede his/her independent discretion and not having any characteristics that may obstruct his/her giving independent opinions on the Company’s operations.

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Separation of Duties of the Chairman and the Managing Director The Chairman of the Board of Directors and the Managing Director shall in no event be the same person. The Chairman shall be elected by and from among the members of the Board of Directors while the Managing Director shall be recruited. The Chairman plays the leading role in policy decisions of the Company resulting from Board of Directors meetings, at which they consider and set business targets in conjunction with Management. He shall conduct meetings of the Board to ensure effectiveness and efficiency, by encouraging each Director to actively contribute to the meeting, for example, by raising relevant questions. He shall regularly meet with, and give advice to, Management members; oversee and support their operations through the Managing Director, but shall not interfere with day-to-day operations or routine work, which are under the responsibility of Management. The Managing Director shall be in charge of Management. The Board shall empower the Managing Director or acting Managing Director or a named authorized person and no one else to bind the Company within the scope of the powers designated. The Managing Director shall, for efficient operations, delegate authorities to Management to carry out clearly-defined duties and responsibilities. In this manner, it can be seen that the roles and duties of the Board and the Management have been clearly separated and do not overlap. Company Secretary The Company has appointed Mr. Chairat Kovitchindachai Company Secretary with duties and responsibilities as follows; 1. Preparation and keeping of the following documents: - Register of Directors - Notices of meetings of the Board of Directors, minutes of Board of Directorsâ&#x20AC;&#x2122; meetings, and the Companyâ&#x20AC;&#x2122;s annual reports - Notices and minutes of Annual General Meetings - Reports on vested interest transactions submitted by Directors and executives 2. Liaising with relevant regulating agencies. 8.4 Overseeing the operations of the Company and its subsidiaries The Board has regulatory mechanisms that enable corporate control and responsibility for the operations of its subsidiaries. To maintain the benefits of the investments of the company, however. - Appointment of Policy is / management company. To represent the company to the directors / management or a controlling interest in subsidiaries (including subsidiaries, associates and related companies may be in the future). - Define the roles and responsibilities of directors and executives who represent the company. Proportion to their shareholding and the regulations or requirements of the company that makes the delivery agent will have to get the approval of the meeting. - Are defined in the regulatory mechanisms that have resulted. The financial disclosures and results of operations for such transactions with related persons. The Transaction and Acquisition or Disposition of Assets. Or making any other important items. Line with the rules of the Securities. And Stock Exchange of Thailand. - Define internal control and strong enough to fit in a subsidiary. And other mechanisms to oversee the company. - Define internal control and strong enough appropriate in a subsidiary. And other mechanisms for the oversight of the company. 86 / The Art of Living

8.5 Supervision of the use of inside information The Company’s policy prohibits Directors and executives from using material inside information which has not been disclosed to the public for their own or other people’s benefit, including the trading of the Company’s securities. The following measures are taken to prevent the use of inside information by Management and personnel of the Company: • Informing the Directors and Management members of their duties to report their holding of Company securities as required under Section 59, in accordance with the Notification of the Office of the Securities and Exchange Commission No. Sor.Jor. 14/1997 on Preparation and Disclosure of the Securities Holding Report and the penalties under Section 275 of the Securities and Exchange Act, B.E. 1992. • Forwarding a circular notice to inform executives that those who have access to material information which may affect the price of securities must not use the information before it is disclosed to the public. Executives are prohibited from trading Company securities within one month of public disclosure of the financial statements or material information and from disclosing the information to other people. • Departments with access to such information are prohibited from disclosing it to other units or persons not concerned with the matter. To ensure that the Directors and executives who are required to prepare a report on their securities holding and the change thereof under Section 59 follow the laws, they are also required to inform the Board of Directors on the same day as the day they submit the report to the Office of the Securities and Exchange Commission. Although the Company has not imposed a penalty for failure to submit a securities holding report, it has notified them of the penalties under Section 59 of the Securities and Exchange Act, B.E. 1992 for violation or failure to report securities holding. To emphasize the importance it attaches to the control of the use of inside information, the Company has made it part of the Code of Conduct to be strictly observed by the Directors, executives and employees. 8.6 Remuneration of Auditors The Company and its Subsidiaries paid to the auditors for the year 2012 years 2013 and the 2014. The yield was 2.09 MB, 2.22 MB and 2.45 MB respectively; the Company did not pay any remuneration other than to the auditors.

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4 9. Corporate Social Responsibilities Prinsiri Public Company Limited a real estate development company for over 14 years with a policy that takes into account the importance of the environment and quality of life in the society . Meet all the needs and the lifestyle of the consumers. By the housing project, detached house, townhomes and condominiums. In both past and present, more than 60 projects with a total staff of over 300 people. We adhere to the enterprise with social responsibility and the environment. In both of the business and the activities to be part of creating a better living environment, good for the people in the general community homes group. And personnel within the organization including encouraging employees to participate in social responsibility. The Social responsibility in this process our company has operated continuously since its inception to the present. The slogan of the company â&#x20AC;&#x153;Prinsiri Enjoyed Creating of Attention to the Detailâ&#x20AC;&#x153; 9.1 Business Operations with fairness The Companyâ&#x20AC;&#x2122;s corporate stakeholders as appropriate and fair to all shareholders, consumers, partners, disclosure, transparency and accountability The Company to focus on business operations. By following the framework honestly and fair competition under the framework of law and business ethics. Conduct business with partners fairly. Taking into account the equality and must not bring discredit upon the reputation of the company, or contrary to law. - - - -

Do not demand or receive any benefits in addition to trade agreements. Practices to encourage commerce, taking into account environmental and social good. Build relationships and develop. To enhance the quality and potential of the product. For the benefit of customers and the general public. Does not conduct business related to intellectual property infringement.

For employees, the company has provided care for staff as well as welfare benefits, including quality of work life. The Campaign with Employees to improve and maintain an environment within the workplace continues. 9.2 Responsible Consumers Company business was development with the realization of the importance of the social environment for our customers in every Home project, Townhome and Condominium emphasizing the existence of social good. All natural and closer to home, townhome and condominium projects are allocated green space available to all families in recreational activities. And nature park within a residential area after all. The company has improved the standard of goods and services to be universal. Accessible to everyone Include developing products and services for the benefit of help. And reduce environmental impact.

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Guidelines - Continue building residential projects and secure. Customers to have confidence and trust in the quality. - Recruitment and selection of safe and environmentally friendly materials, including the process for verifying the quality of the materials before and after use. - Storage of the home Prinsiri safely. Do not pass on the information of the house to the other. In addition to the consent of the house before. - Support and encourage customers and partners on the importance of using products and services that take into account environmental and social. To achieve sustainable consumption. - Develop products and services to meet the needs of society and the environment to its customers and the general public. To benefit the organization and society. - Conduct business with regard to the importance of physical health. Mental health of its customers and the general public. 9.3 Caring Environment Company business is development with the realization of the importance, the social environment in every Home project, Townhome and Condominiums. Will be focus on the wellbeing of society. And close to nature is the essence of all homes, townhomes and condominium projects are through the analysis of the impact on the environment (Environmental Impact Assessment: EIA) within the project central green space for all the family activities. And natural garden area in all housing units. New house project to open of the year 2014 “PRINN Sathorn - Ratchaphruek” is one of the projects featured in the “The Sustainable Mindset”. Designed with the concept Oxygen Community residents have to live with a more natural environment and good living environment. In addition, the company also has energy policies. By allowing employees to participate in helping to reduce electricity consumption, such as turning off the computer screen, reducing the use of paper, reduce energy consumption and be a part in helping the environment. Sustainable for Life. 9.4 Community and Social Prinsiri Public Company Limited operates in conjunction with the promotion of sustainable prosperity to the community, the company has developed into a residential project. The build quality by creating value for customers, employees and all parties involved. It is also committed to operating its business in strict corporate governance. The regulator system that is transparent, open and fair examination leading to the benefit of stakeholders. And sustained growth It also recognizes the important mission in the society. With the support. Beneficial environmental Potential development of youth and public assistance The Company recognizes the importance of delivering what reintegration includes.

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Donating money to help 10 Foundation 1 million baht per each Foundation as follows: - Orphanage poor CCF under the Royal Patronage of HRH Princess Sirindhorn. - Economic Base Foundation under the Royal Patronage HRH Princess Sirindhorn. - Foundation for Slum Child Care under the patronage of Her Royal Highness Princess. - Bang Khae Home Foundation under the patronage of Her Royal Highness Princess Soamsawali. - Monk Hospital Foundation. - Children’s Foundation. - Foundation Suthasinee (Mae Toi). - Light Foundation - Simon Guy HETRAKUL. - ThaiRath Foundation. - Dr. Kovit Wongphiphat Foundation. The quality of life in communities surrounding projects - supported employment in the community. - Strengthen hygiene within the community. - Support the development of infrastructure - Promote the learning of young people. - Natural Resources Conservation. As well as other social events. The Company continues to conduct ongoing annually. 9.5 Innovation and dissemination of innovative (CSR) As mentioned in the introduction to the importance of the business, coupled with the environment to the quality of life. The project PRINN Sathorn - Ratchapruek has focused on “the concept of sustainability” (The Sustainable Mindset) with a focus on the residents have to live with a more natural environment, atmosphere, and a great living. The implementation of the project • Plan design with emphasis on natural areas through the combination of purpose built home. I have added a special area. Or known “A natural” another room inside the house. And residents to experience nature at anymore time. • Implementing LED lights on the main road into the project. Enhance energy efficiency. • Creating lanes for cyclists in the green space in the project. • Reduce the heat to a well-designed house 2 wall thickness of 2 layers in the left - right of the home and adding insulation in the roof. Policy to conduct business with responsibilities of the society. According to the concept of sustainability. The Company has publicized to all stakeholders and the general public on a regular ongoing basis. For the better cooperation in operations on the same basis. As well as potential joint operations. And product quality and youth to create social good quality further.

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10. Internal control and Risk Management The Company attaches considerable importance to internal control. The Board of Directors assigned the Audit Committee to review and appraise the internal control system, with emphasis placed on having in place an internal control system which is adequate, suitable for the business, efficient and effective. Also covered in the internal control system are utilization of resources. The Company has an Internal Control Consultant, Mrs. Sumon Limpichet, an independent internal auditor who has been hired to ensure that the internal audit department can perform their duties independently with proper checks and balances. The Board also requires the Internal Control Consultant to report directly to the Audit Committee. Guidelines to evaluate the internal control system standard are as follows: 1. Control Environment 2. Risk Assessment 3. Control Activities 4. Information & Communication 5. Monitoring Activities 1. Control Environment The Committee and Management adhere to and focus on what is right, Righteousness and ethical Awareness (Control Consciousness), a sense of control within the organization. To communicate the employeeâ&#x20AC;&#x2122;s awareness of good practice by responsibility, Structuring of organizations that support the operations of the management. And to control it effectively such policies and procedures work. Delegation of authority and responsibility in each job. In order to achieve the objectives of the organization. Cause the checks and balances between them. Audit reports directly to the Audit Committee and reporting lines are clear. It is under the supervision of the Board of Directors of the Company. Has a policy of recruiting Develop and retain good quality, ability and knowledge to support the goals of the organization. By provide the right incentive. 2. Risk Assessment The Company determines the risk assessment process in accordance with the objectives or goals of the business. How to identify and analyze all types of risks, both present and future. Assess whether the measures taken to control. Monitoring of appropriate risk if there is an event that cannot achieve their objectives. Guidelines required to control both the impact and opportunities that will arise. By considering the level of significance to the business side, however, the risk assessment process, both internal and external factors and agencies. Those affect the achievement of corporate objectives. Including consideration of potential opportunities. Corruption (Assesses fraud risk) provide a review of the policies and practices of the organization. Communicated to employees when an event of corruption, and practices as prescribed. Management can understand the changes that occur to the business or risk that may result from the changes. The measures to track events that causes the risk is sufficient. 3. Control Activities The Company defines control activities to reduce the risk to a reasonable level, Acceptable and operational support to meet organizational objectives. The policy making Procedures and practices authority to approve each level. To provide adequate control, concise and thoughtful. The division of responsibilities of each party lines. In order to have the system checked as approved accounting record. And assets to monitor review the transaction or transactions that may have conflict of interests to report. The contract is binding, however, in the event that controlled for general corporate technology systems to support the security of the data. Such as the right to use and modify the data, limitations of the

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use of information Communication to employees to comply with law-related information. Measures to track transactions through the approval process, such as the articles of association. Criteria, of the Exchange and the basis of the SEC. 4. Information & Communication The Company prepares its data quality and related internal controls. To help control operating results and understanding the responsibilities of each level. Can be deployed in a timely manner, the Board has sufficient critical information to decision. By meeting documents prior to the meeting within the time period required by law. A document classified into categories appropriately. Communication processes within the organization (Communications internally) is effective to achieve a convenient access to the information necessary for the operation or the review items. Desired External communications processes (Communications externally) is appropriate. We provide a channel of communication with stakeholders such Complaint Center / Call center staff Investor Relations. In order to know the flaws and problems. And to external agencies have been required data / information to the Company. 5. Monitoring Activities Companies are monitored and evaluated continuously and consistently. Assessments both during the operation and the time. To ensure that internal controls are effective. Since the organization has changed over time to evaluate the results to suit the changes. By the management compare performance against defined goals for Real-time basis to react quickly to the changing environment of control. Monitoring process compliance is Control self-assessment : CSA. For the internal auditor to monitor transactions that may have conflict of interests, each item is necessary. Justification And for the benefit of the Company. Which will appear in the report of the internal audit every quarter to deliver directly to the Audit Committee / Board of Directors for consideration. Performance audit in accordance with International Standards for the Professional Practice of Internal Auditing (International Standards for the Professional Practice of Internal Auditing, (IIA) The policies pursued fix detected significant rapidly. To ensure that the revised appropriately and timely.

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History Head of the internal auditor of the company Name-Last name : Mrs.Sumon Limpichet Position : Internal audit consulting services Age : 66 Nationality : Thai Education : - Bachelorâ&#x20AC;&#x2122;s Degree in Accounting. Thammasat University : - CPA : Certified Public Accountant : - CPIA : Certified Professional Internal Audit Shares Proportion (%) : - None Executive relationship : - None Experience : - As the internal auditor for over 40 years. - The Association of Directors and Auditors of Thailand - As a consultant for risk management and internal control Excise, Department Tobacco Monopoly, Port Authority of Thailand and Communications Authority of Thailand (CAT) The mission of the Office of Internal Audit Internal auditing is to provide a conclusion and counseling fairly and independently. To add value and improve an organizationâ&#x20AC;&#x2122;s operations. Audit helps the organization achieve its goals. By evaluating and improving the effectiveness of the risk management process. Control and governance in a systematic and orderly. The scope of the internal audit - To review and report on the reliability and completeness of financial information, Practice. - Reviewing operations to ensure compliance with the objectives and goals set. Are the hallmarks of the work plan, schedule, efficiently and economically. The process of good governance and appropriate. - Review the system has a significant impact on the performance and reporting practices that are in accordance with our plans . Procedures are defined and the relevant of law. - Assess the adequacy of preservation of property and test if it exists. - Assess whether the use of company resources as efficiently and cost effectively. The regulatory / Complier practice according to the policies, plans, procedures, laws, regulations and contract requirements. Assurance Services Evaluating audit evidence of documented by impartial auditors, to give opinions or conclusions independently of the risk management process. Internal control And governance of the organization, such as providing financial confidence. Practice Compliance with regulations Security systems. Consulting Services Activity is to provide advice and services relating to the audit committee and management. To add value and improve the risk management process. Under control and corporate governance without the co-responsibility as administrators.

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Duties and responsibilities of The Internal audit - Review / prepare a Charter to determine the purpose. Authority and responsibility defining the architecture of inspection activities. Rights and the authority to access the data. Scope of the audit Presented to the Audit Committee for approval. - Audit plan based on risk (Risk-based Plan). To determine the importance of each activity to be monitored in accordance with the goals of the organization. - Presentation and Approval. The interim plan changes that are significant to the management and to the Audit Committee for approval. - Manage resources to ensure that the internal audit is appropriate, with the knowledge, skills; adequate experience can be used to perform the approved work plan effectively. - Different departments within the Company must be checked periodically. To determine whether the performance of plans, policies, goals and objectives of the company. As well as regulations and laws. - Assess the effectiveness Operational processes And effectiveness of internal control matters. To include the case was assigned to perform the audit of its affiliates. Affiliates or related companies Including ways to improve the process of activity. - Setting clear policies and procedures to guide the internal audit. - To coordinate the exchange of information both within and outside the organization. To ensure that the scope of work that examines the critical issues are properly covered. And to reduce operational duplications. - Report of the audit committee and senior management periodically. On purpose Scope of the audit As well as an implementation plan. The report identifies the risk issues. And control significantly. And other regulatory issues, the Audit Committee and senior management want to know. - Monitoring the implementation of the recommendations in the audit report. And liaise with the check. And make recommendations to improve the accuracy. - Follow professional ethics of auditors with integrity uprightness.(Competency) The ability to act (Competency) and confidentiality. (Confidentiality)

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Value of related Related person/ transaction Nature of related juristic person with Relationship transaction potential conflict of 2013 2014 interest The Company holds (1.1) Company 1. Grow Yotha 43.40 99.99% of the shares - Purchases (construction 17.74 Co., Ltd. materials) 12.36 - Purchases (construction) 6.82 - contractor and 14.77 - Centralized 9.79 construction material administrative expense supplier 3.64 - Interest 1.07 0.13 - Accrued interest 0.25 - accounts payable - Creditors retention - short-term loans - Rental Income - Facility administration costs. 1.61 14.24 4.27 14.38 51.50

0.17 5.65 3.12 10.25 55.45

As at Dec. As at Dec. 31, 2013 31, 2014

Outstanding

11. Related transactions 1. Value and outstanding of related transactions and persons that may have conflict of interest The Company had following transactions between the persons that might have conflict of interest.

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Prinsiri Public Company Limited acquired shares of Grow Yotha Co., Ltd. in order to have this company as one of its business units for material cost control, project development and for enhanced competition potential. The company purchases materials, such as cement, door panels, wooden strips, steel, and floor panels, and hires Grow Yotha Co., Ltd. as one of its construction contractors. Selling prices and construction costs of Grow Yotha Co., Ltd., are similar to those proposed by Grow Yotha Co., Ltd. to other contractors. In fact, the prices of some categories of materials sold to the Company are slightly lower than those quoted for other contractors, as Grow Yotha is the Companyâ&#x20AC;&#x2122;s subsidiary. Future material purchases are expected.

Reasonability of the transaction

Unit: MB

Related person/ juristic person with potential conflict of interest

Relationship

Nature of related transaction 2013

2014

Value of related transaction As at Dec. As at Dec. 31, 2013 31, 2014

Outstanding

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Advance payment instead, with no interest charged. The aforementioned accounts payable were incurred by purchases cited above. Grow Yotha Co., Ltd., provides a payment term of 30-60 days, which is a normal trading. Such creditorâ&#x20AC;&#x2122;s retention was incurred from employing Grow Yotha Co., Ltd., for construction work such as roofing. The guarantee was received according to the contract at the same rate as that charged to other contractors of the Company as Grow Yotha is the Companyâ&#x20AC;&#x2122;s subsidiary. Future transactions are expected

Utility costs of the hiring workers daily. To care of each project area Wage, agreed for the work done.

Rental income that come from the lease office space. The conditions are according to lease office space in 2014 is THB 21,500 per month. Expiry date of 30 June 30, 2014.

Reasonability of the transaction

Unit: MB

Related person/ juristic person with potential conflict of interest

Relationship

Nature of related transaction 2013

2014

Value of related transaction As at Dec. As at Dec. 31, 2013 31, 2014

Outstanding

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The companyâ&#x20AC;&#x2122;s short-term loans were for use as working capital Interest. The Audit Committee has considered that the rental price. The facility cost of care is appropriate when compared with Market price and the transaction with the terms of trade. Bring benefits to companies And subsidiaries

The Audit Committee examined the mentioned purchase, account payable and retention transactions and was of the opinion that they were reasonable for normal business of the Company and Grow Yotha Co., Ltd., is the Companyâ&#x20AC;&#x2122;s subsidiary.

Provision of paid without interest charged.

Reasonability of the transaction

Unit: MB

Related person/ juristic person with Relationship potential conflict of interest The Company holds 2. Prin Venture Company Limited. 100% of the shares. Real estate Developer category of Condominiums.

(2.1) The Company - Short-term loans - Accrued interest - Advance money - Interest - Acquisition of property

Nature of related transaction 9.56 -

2013 14.92 230.00 9.23 0.00 0.00

328.69 12.53 0.90 5.62

2014

Outstanding As at Dec. As at Dec. 31, 2013 31, 2014

Value of related transaction

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The Audit Committee has determined that the list of short-term loans. Interest income, Accrued Interest and expense reserves. The normal lending and a loan for working capital. This is the business of the subsidiary. And the purposes of establishing its business units. The Company bears interest at market rates. It is transaction deemed reasonable. And brings benefits to the company and its subsidiaries.

For short-term loans of the company. To provide working capital The interest rate on the loan at the rate of MLR per year. The accrued interest and Interest Caused by short-term loans listed above. In accordance with the terms of the loan. With no interest charged. It was in compliance with the joint venture agreement.

Prin Ventures Ltd., a subsidiary of The Prinsiri Company Limited (PCL), which holds 100 per cent of the paid-up capital.

Reasonability of the transaction

Unit: MB

Related person/ juristic person with potential conflict of interest

Relationship

Nature of related transaction 2013

2014

Value of related transaction As at Dec. As at Dec. 31, 2013 31, 2014

Outstanding

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The Audit Committee has considered it. The purchase of land is the normal trading price of the market price. It is reasonable list and brings benefits to the company. And subsidiaries

Advance money paid to subsidiary temporarily without interest charged. Land acquisition Arising from the acquisition of land to be developed as a residential condominium project in the future.

The Audit Committee has considered it Loan guarantee entry. Be used to finance the development of the parent company. It is reasonable list And brings benefits to the company and its subsidiaries.

A parent company guarantee for a loan Is secured term loan facility. And to fund the development of Prinsiri Co., Ltd. (PCL) is expected to be available accordingly.

Reasonability of the transaction

Unit: MB

Related person/ Nature of related juristic person with Relationship transaction potential conflict of interest The Company holds (3.1) The Company 3. CN SPR (Thailand) Company shares, representing - Remuneration for the right to use land. 99.97 % of the Limited. - Short-term loans paid-up Capital. - Accrued interest Receivable - Account Payable - Revenue from the sale of land - Interest received 86.09 112.98 8.96 38.93 -

72.31 91.98 2.36 38.93 -

2014 9.00 6.54

3.94 2.36

As at Dec. As at Dec. 31, 2013 31, 2014

Outstanding

2013

Value of related transaction

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The accrued interest receivable and the interest received resulted from the short-term loan and were in line with normal borrowings.

Prinsiri Public Company Limited established CN SPR (Thailand) Company Limited in order to make this company one of its business units dealing with sales and leasing of property and to enhance its competitiveness. The short-term loan between the company and CN SPR (Thailand) company limited was for increasing the latterâ&#x20AC;&#x2122;s liquidity and for property purchases. Interest was charged at MLR per annum. Since it is the Companyâ&#x20AC;&#x2122;s subsidiary, this transaction is expected to continue.

Reasonability of the transaction

Unit: MB

Related person/ juristic person with potential conflict of interest

Relationship

Nature of related transaction 2013

2014

Value of related transaction As at Dec. As at Dec. 31, 2013 31, 2014

Outstanding

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The Audit Committed was of the opinion that the short-term loan, the accrued interest receivable and the interest received were normal borrowing. The loan was made for use as working capital of and for land purchases by the subsidiary which is its normal business and is in accordance with the Companyâ&#x20AC;&#x2122;s objectives of setting up the business unit. In addition, the interest was charged at the market rate. This transaction was therefore deemed reasonable and beneficial to the Company and the subsidiary.

Reasonability of the transaction

Unit: MB

Related person/ juristic person with potential conflict of interest 4. Thai Chinda Curtain Company Limited. Distributor of curtains, blinds, wallpapers and furniture.

Mr. Santi Kovitchindachai is the authorized Director of this company. He is a brother of Ms. Siriluck Kovitchidachai. At present he holds the Companyâ&#x20AC;&#x2122;s shares at 1.82% of the paid-up registered capital. And he holds Thai Chinda Curtain Company Limited Shares at 14.5 % of the paid-up registered capital.

Relationship

(4.1) The Company - Accounts Payable - Cost of sales (wages decoration).

Nature of related transaction 4.66

2013 5.26

2014

Value of related transaction

0.01 -

0.05 -

As at Dec. As at Dec. 31, 2013 31, 2014

Outstanding

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The Audit Committed has examined the transactions and was of the opinion that the purchases, accounts payable.

The Company purchased curtains, blinds and wallpaper from Thai Chinda Curtain Company Limited. The selling prices were similar to those paid to by other suppliers. The Company has made purchases from this company for an extended period of time because of productsâ&#x20AC;&#x2122; quality, especially its curtains which are well known for workmanship. In addition product delivery is on time. Therefore, this transaction is expected to be repeated in the future. The accounts payable were incurred by purchases cited above. Thai Chinda Curtain Company Limited provides 30 - 60 days term of payment, which is a normal business practice.

Reasonability of the transaction

Unit: MB

6. Blessed Build Co., Director / shareholder of the Blessed Build Ltd. Co., Ltd is a person close to the company. TheManagingDirector’s wife without a marriage license. whose resigned since June 30, 2014

(6.1) The Company - Accounts Payable Contractors. - Account Retention - Cost of sales (wages 64.96 Contractor).

0.00 0.00 -

2.62 -

73.11

153.78

0.03

215.00

As at Dec. As at Dec. 31, 2013 31, 2014

Outstanding

Value of related Related person/ transaction Nature of related juristic person with Relationship transaction potential conflict of 2013 2014 interest 5. Blessed Assets Director / shareholder (5.1) Company of the company’s - Purchase of land for 215.00 153.78 Group Co., Ltd. Blessed Assets Group, development projects. Ltd. are the one who close up to the Company.

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The company hiring a contractor. Bless Build Co., Ltd. hiring by the price, the price is comparable to other contractors. Company’s accounts payable and Retention payable as a result of employing basic Bless Build limited construction operations. Such as contractor And tile roof, which is the insurance company deducted under the contract the contractor. And a normal rate of deduction by the contract. As other contractors Corporate.

The purchase of land for development projects in the future. The Audit Committee and Board of Directors has determined that the purchase price. Land for sale close to the price of freedom permitted by the Office of the Securities and Exchange Commission. And that was in a good location. The transaction value is appropriate. Land purchase and the conditions and terms of prices in the same way that any reasonable action.

Reasonability of the transaction

Unit: MB

Related person/ juristic person with Relationship potential conflict of interest 7. Plearnary Mall Company’s Co., Ltd. Shareholding 100.00 percent of paid-in capital.

(7.1) The Company - Provision for - Short-term loans - The company’s loan guarantee - Accrued interest - The rent receivable - Interest - Property rental income

Nature of related transaction 4.44 134.00 0.16 7.86 -

13.39 13.60

3.18 7.88

2014

13.55 21.32 -

0.00 214.00

As at Dec. As at Dec. 31, 2013 31, 2014

Outstanding

2013

Value of related transaction

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The Audit Committed was of the opinion that the short-term loan, the accrued interest receivable and the interest received were normal borrowing. The loan was made for use as working capital of and for land purchases by the subsidiary which is its normal business and is in accordance with the Company’s objectives of setting up the business unit. In addition, the interest was charged at the market rate. This transaction was therefore deemed reasonable and beneficial to the Company and the subsidiary.

Paying Reserve the subsidiary Temporarily with no interest charged.

Accrued Interest and Interest Caused by short-term loans listed above. In accordance with the terms of the loan.

For short-term loans of the Company. To provide working capital The interest rate on the loan at the rate of MLR per year due to the company as a subsidiary of the Company.

Reasonability of the transaction

Unit: MB

Related person/ juristic person with potential conflict of interest

Relationship

Nature of related transaction 2013

2014

Value of related transaction As at Dec. As at Dec. 31, 2013 31, 2014

Outstanding

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The Audit Committee and Board of Directors. It considers that Land rental. Close to the appraised value of freedom allowed by the SEC. exchange The rent is reasonable price. And services in such a condition. And an agreement.

The Audit Committee has determined that the transaction of loan amount. To be used to finance the development of the company. It is reasonable list and brings benefits to the Company and subsidiaries. Subsidiary company to lease land for development as an investment property. 30 year leases for land rental prices close to those estimated by the independent appraiser approved by the SEC.

The loan guarantee Is secured term loan facility and to be used to finance development projects Pleanery Co., Ltd. The company is a subsidiary of the Company. It was expected that there would be such a list. Until the debt back.

Reasonability of the transaction

Unit: MB

10. Eatery Co., Ltd. A subsidiary (held by the Company Plearnnary Mall Limited 99.97%).

(10.1) The Company - Provision for Short-term loans - Accrued Interest - Interest received

9. Plearnland Co., Ltd. A subsidiary (held (9.1) The Company - Provision for Short-term by the Company loans Plearnnary Mall Limited 99.97%). - Accrued Interest - Interest received

Related person/ Nature of related juristic person with Relationship transaction potential conflict of interest (8.1) The Company 8. Prin Energy Co.,Ltd. Companyâ&#x20AC;&#x2122;s Shareholding 99.97 % - Provision for of paid-in capital. - Short-term loans - Accrued Interest - Interest received

8.00 0.16 -

0.00 0.00 -

0.16

0.00

0.19 -

0.00 -

0.19

0.00 -

8.00

0.00 2.50 0.09 -

0.00

0.22 0.00 0.00 -

0.09

As at Dec. As at Dec. 31, 2013 31, 2014

Outstanding

2014

2013

Value of related transaction

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For the loan Agreed upon interest rate of MLR per year due to the Company. Such a subsidiary of the Company. Accrued Interest Short-term loans from the list above. In accordance with the terms of the loan.

Paying Reserve the subsidiary Temporarily with no interest charged. For the loan Agreed upon interest rate of MLR per year due to the Company. Such a subsidiary of the Company. Accrued Interest Short-term loans from the list above. In accordance with the terms of the loan.

Reasonability of the transaction

Unit: MB

2. Measures or procedures for approval of related transactions The Board of Directors passed a resolution that related transactions shall be approved by the Audit Committee. Such related transactions must be carried out in the best interest of the Company. Prices of related transactions must be at market rates which can be compared to those offered by outsiders. The terms of related transactions must be consistent with normal business practices. An equal opportunity has to be offered to other suppliers to propose their prices for competition. The Company is required to comply strictly with the laws related to securities and exchange, including the regulations of the Stock Exchange of Thailand with regard to entering into connected transactions or acquisition and disposition of its assets. Persons with vested interest in such transactions have no voting right in such matters and reports have to be made to the Board of Directors for information. 3. The policy or trend of related transactions The Company has set a policy toward entering into related transactions in normal business procedures which are transactions happening normally and continuously. Conditions are specified in accordance with normal market business practices. Comparisons can be made with prices faced by outsiders, are fair and reasonable and can be verified. The criteria and procedures for related transactions are to be submitted to the Audit Committee for consideration. The Company will also request the Audit Committee Members or an independent expert to examine the transaction and provide an opinion regarding the suitability of the prices and the reasonability of the transaction. As for future related transactions, such as purchases of curtains, blinds and wallpaper from Thai Chinda Curtain Company Limited, purchases will depend on justifications and the Company’s necessity. Payments and reception of compensations between each party will be based on market prices and fair. The Audit Committee will provide an opinion toward such transactions, using market prices of other parties for comparison. The Company does not have any policy to provide financial support to related companies except for loan extension to a subsidiary which is based on the shareholding proportion. The Company does not have any policy regarding Directors’ loans, guarantees by a Director and advances for the Company. The existing Directors’ loans and guarantees by a Director shall not increase in the future. However, if an emergency case arises, such transactions must be approved by the Board of Directors on a case-by-case basis. In case there is a related transaction with a person with potential conflict of interest or with vested interest, the Company’s policy is to seek an opinion from the Audit Committee with regard to prices, the rates of compensations, and the necessity and suitability of such transaction. During the voting on the matter, the Directors with vested interest shall not have the voting right.

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4. Measures to protect investors In order to protect investors, if in the future there is any related transaction with persons with potential conflict of interest, vested interest or potential future conflict of interest, the Company will arrange the transaction through a meeting of the Board of Directors at which the Audit Committee Members are present. The purpose is to ensure that the transaction is carried out fairly and has a suitable pricing arrangement. In case the Audit Committee is not familiar with the possible related transaction in question, the Company will request an independent expert or the Company Auditor to provide an opinion regarding the transaction, for use in the decision making by the Board of Directors or the shareholders, as the case may be. The Board of Directors is required to comply with the laws related to securities and exchange and the regulations, announcements, orders or requirements of the Stock Exchange of Thailand as well as to fulfill the requirements regarding disclosure of information about connected transactions. The Company will disclose the transactions described in notes to the financial statements. Has been audit by the auditors of the Company. The Companyâ&#x20AC;&#x2122;s policy is to only transactions in connection with the business of the Company. he Company Have the Audit Committee In order to review the transactions. Including the Companyâ&#x20AC;&#x2122;s internal control system for transparency. And increase the confidence to investors. The Company also adheres based on reducing the risk of all aspects the business. By the Board of Directors considers strategy to consider modify and adjust the business strategy.

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12. Financial position and operating results 12.1 Financial Statements 12.1.1 Review reports of the Certified Public Accountants (1) Report of the Certified Public Accountant for fiscal years end 2014 Mrs.Vilairat Rojnakarin CPA License No. 3104, of DIA International Audit Co.,Ltd. expressed an opinion that. The consolidated and separate financial statement present fairly, in all material repects, the consolidated and separate financial position of the company and subsidiaries as at December 31, 2014 and their financial performance and cash flows for the year then ended in accordance with the financial report standards. (2) Report of the Certified Public Accountant for fiscal years end 2013 Mrs.Vilairat Rojnakarin CPA License No. 3104, of DIA International Audit Co.,Ltd. expressed an opinion that. The consolidated and separate financial statement present fairly, in all material repects, the consolidated and separate financial position of the company and subsidiaries as at December 31, 2013 and their financial performance and cash flows for the year then ended in accordance with the financial report standards. (3) Report of the Certified Public Accountant for fiscal years end 2012 Mrs. Suvimol Krittayakien, Certified Public Accountant No. 2982, of DIA International Audit Co.,Ltd expressed an opinion that The consolidated and separate financial statement present fairly, in all material repects, the consolidated and separate financial position of the company and subsidiaries as at December 31, 2012 and their financial performance and cash flows for the year then ended in accordance with the financial report standards.

110 / The Art of Living

12.1.2 Summary of the financial position and operating results Summaries of the Balance Sheets, Income Statement, the Cash Flows Statement and Financial Ratios. Statement of financial position.

Assets

Current assets Cash and cash equivalents Current investment Trade receivables and other receivable Inventories Other current assets Total current assets Non-current assets Investment Property Land and equipment Deferred tax assets - net Intangible assets Land held for development Deposit at bank with commitment Other non-current assets Total non-current assets Total assets Liabilities and shareholdersâ&#x20AC;&#x2122; equity Current liabilities Bank overdrafts and short-term loans from financial situations Short-term loans - promissory notes Land payable - promissory notes Accounts and Other creditors Unrealized installment income Long-term debt due within one year Other current liabilities Total current liabilities Non-current liabilities Liabilities in finance leases Long-term loans Debenture Provisions for employee benefits Credit fund Other non-current liabilities Total non-current liabilities Total liabilities

As at December 31, 2012 MB % 153.21 49.73 80.94 5,359.70 79.55 5,723.13

As at December 31, 2013 MB %

3.57 392.03 2.13 336.05 73.69 7,406.75 2.60 1.14 81.98 8,135.96

3.76 3.22 70.98 0.01 77.97

212.33 2.95 326.79 3.60 858.15 30.49 0.42 93.89 1.03 264.85 9.39 0.13 16.93 0.19 28.01 2.71 0.04 29.46 0.32 43.67 1,176.80 16.34 1,081.47 11.92 1,027.84 31.45 0.44 73.97 0.82 64.73 16.30 0.23 12.83 0.14 11.55 1,479.47 20.54 1,635.36 18.02 2,298.80 7,202.60 100.00 9,075.77 100.00 10,434.76

8.22 2.54 0.27 0.42 9.85 0.62 0.11 22.03 100

547.72

2.13 323.93 0.69 1.12 193.01 74.41 6,687.77 1.10 235.70 79.46 7,440.41

As at December 31, 2014 MB %

7.60

874.98

9.34 1,203.44

11.53

40.00 152.78 274.15 51.76 787.25 27.33 1,880.99

0.56 45.00 2.12 120.38 3.81 414.82 0.72 43.94 10.93 764.18 0.38 29.00 26.12 2,292.30

0.50 65.00 1.33 0.00 4.57 608.82 0.48 10.94 8.42 1,321.20 0.32 21.34 25.26 3,230.83

0.62 0.00 5.83 0.11 12.66 0.21 30.96

1.31 1,244.18 284.40 5.02 21.88 1,556.79 3,437.79

0.02 17.27 3.95 0.07 0.30 21.61 47.73

0.04 18.15 13.77 0.08 0.25 0.15 32.45 57.70

0.04 13.71 17.25 0.11 0.25 0.41 31.77 62.73

3.66 1,647.69 1,250.00 7.49 22.61 13.24 2,944.70 5,237.00

4.39 1,430.18 1,800.00 11.56 26.06 42.23 3.314.42 6,545.25

The Art of Living / 111

Statement of financial position.

Shareholders’ equity Registered capital 1,276,041,855 common shares, Baht 1 each Registered and paid capital - 1,220,031,755 common shares, Baht 1 each - 1,219,971,755 common shares, Baht 1 each Premium on share capital The capital of Share-based Payment Retained earning Appropriated legal reserve Inappropriate Unrealized profit from exchange rate Non-controlling interests Total shareholders’ equity Total liabilities and shareholders’ equity

112 / The Art of Living

As at December As at December 31, 2012 31, 2013 MB % MB % 1,276.04 1,219.30 442.76 4.27

16.93 1,219.97 6.15 443.28 0.06 7.17

127.60

1.77 127.60

1,970.86 0.02 3,764.81 7,202.60

27.36 2,040.73 0 0.02 52.27 3,838.77 100 9,075.77

As at December 31, 2014 MB %

1,276.04

- 1,220.03 13.40 4.87 443.32 0.08 8.11 1.41

11.69 4.25 0.08

127.60

1.22

22.49 2,090.44 0 0.01 42.3 3,889.51 100 10,434.76

20.03 0 37.27 100

Consolidated Statement of comprehensive income

Revenues Revenue from real estate Revenue from rental and service Revenue from sales product Revenue from construction Other income Total revenues Charges Cost of sales of real estate Cost of rental and service Cost of sales of goods Cost of construction Selling and administrative expenses Other expenses Total expenses Profit before income tax and finance costs Interest expenses Profit before corporate income tax Income tax (corporation) Income before equity minority Section of minority Net profit Basic earnings per share net profit Weighted average number of common shares Net profit earnings per diluted share Earnings per share - attributable to the parent company Weighted average number of ordinary shares (shares)

As at December 31, 2012 MB %

As at December 31, 2013 MB %

As at December 31, 2014 MB %

2,770.73 0.00 25.69 6.38 17.24 2,820.04

98.25 0.00 0.91 0.23 0.61 100

2,399.07 0.00 39.02 17.94 19.20 2,475.23

96.92 0.00 1.58 0.72 0.78 100

2,372.83 35.17 27.78 23.09 40.14 2,499.01

94.95 1.41 1.11 0.92 1.61 100

1766.42 0.00 23.31 5.67 571.23 1.95 2,368.58 451.46 17.12 434.34 79.91 354.43 0.00 354.43

62.64 0.00 0.83 0.2 20.26 0.07 83.99 16.01 0.61 15.40 2.83 12.57 0.00 12.57

1,594.75 0.00 36.03 14.44 534.32 31.23 2,210.75 264.48 21.00 243.48 51.68 191.8 0.00 191.8

64.43 0.00 1.46 0.58 21.59 1.26 89.31 10.68 0.85 9.84 2.09 7.75 0.00 7.75

1,684.85 21.85 27.23 16.41 578.85 30.59 2,359.78 139.23 34.68 104.55 30.06 74.49 0.00 74.49

67.42 0.87 1.09 0.66 23.16 1.22 94.42 5.57 1.39 4.18 1.20 2.98 0.00 2.98

0.29 1,216,164,957

0.16 1,219,645,941

0.06 1,219,971,755

0.29

0.16

0.06

1,216,164,957

1,219,645,941

1,219,971,755

The Art of Living / 113

Consolidated Statements of Cash Flows Cash flows from operating activities Profit (loss) before income tax Adjustment net profit to cash receipt (Disbursement) from operating activities Revenue Penalty for delay Profit from temporary investment Other income Depreciation Doubtful debts Amortization of intangible assets Loss on impairment of assets Loss on disuse of assets Employee benefits List for paid by the shares is criterion Other expense Losses from lawsuits Interest expense Profit (loss) from operating activities before changes of operating assets and liabilities operating (Increase) Decrease in changes in part of operation Accounts receivables Inventories Other current assets Land for development Other non-current assets Assets from operations (to increase) decrease Liabilities from operations (Increase) decrease Accounts and Other creditors Land payable - Promissory Notes Cash installments not recognized as revenue Other current liabilities None current liabilities Increase (Decrease) in changes in part of operating liabilities Cash provided by (used in) operating activities Cash paid for interest Cash paid for income tax Net cash provided by (used in) operating activities

114 / The Art of Living

As at December As at December As at December 31, 2012 31, 2013 31, 2014 434.34

243.47

104.55

(0.44) (2.11) 8.84 1.33 0.27 0.00 0.52 2.32 5.18 (0.20) 0.00 17.12

(0.03) 0.08 7.41 2.11 0.48 0.00 0.76 2.47 3.08 1.34 25.30 21.00

0.00 (0.27) 10.34 4.06 1.01 2.74 0.54 3.68 0.99 (3.69) 26.53 34.68

467.19

307.48

185.16

(17.26) 340.18 (71.64) (88.52) (3.86) 158.90

(114.19) (884.70) (156.15) (29.07) (4.05) (1,188.16)

(147.09) (403.94) 234.56 0.00 1.28 (315.18)

(36.83) 0.00 0.66 2.28 0.00 (33.89) 592.20 (174.40) (86.41) 331.38

106.12 (82.78) (7.81) (0.62) 13.24 28.14 (852.54) (206.27) (58.57) (1,117.37)

154.99 (9.00) (33.00) 4.01 28.99 145.99 15.97 (291.01) (52.54) (327.58)

As at December 31, 2012 Cash flows from investing activities Cash paid for purchase of current investment Cash received from sales of current investment (Increase) Decrease in deposit with commitment Cash received from asset sales Cash paid for purchase of office equipment and supplies Cash paid for purchase of land held for development Acquisition of intangible assets Net cash provided by (used in) investing activities Cash flows from financing activities Bank overdrafts and short-term loans from financial institutions increase (decrease) Short-term borrowings increased (decreased) Finance lease liabilities increase (decrease) Long-term loans increased (decreased) Proceeds from bond issuance Cash paid for ordinary shares Pay dividends Net cash provided by (used in) financing activities Cash and cash equivalents increased (Decrease) Net Cash and cash equivalents as at January 1 Cash and cash equivalents as at December 30

As at December 31, 2013

As at December 31, 2014

(390.71) 350.25 (1.93) 2.07 (7.88) 0 (1.11) (49.32)

0 49.76 (43.13) 0.21 (74.16) (113.79) (14.39) (195.50)

0 0 16.38 0.27 (180.74) (521.48) (15.21) (700.78)

(80.91)

327.26

280.08

(65.00) (1.42) (388.30) 360.00 4.89 (60.80) (231.54) 50.52

5.00 (1.99) 499.86 774.40 1.00 (121.93) 1,483.60 170.73

20.00 (4.60) (340.29) 1,165.60 0.06 (24.40) 1,096.46 68.09

102.68

153.21

323.93

153.21

323.93

392.03

The Art of Living / 115

Summary of financial ratios of the company

Liquidity Ratio Liquidity ratio (Times) Quick ratio (Times) Receivable turnover ratio - real estate (Times) Collection days - real estate (Days) Inventory turnover (Times) Average number of days sales (Days) Account payable turnover (Times) Payment days (Days) Cash Cycle (Days) Profitability Ratio Gross profit margin - real estate (%) Gross profit margin - construction materials (%) Operating profit margin (%) Net profit margin (%) Return on equity (%) Efficiency Ratio Return on total assets (%) Return on fixed asset (%) Asset turnover (Times) Financial Policy Ratio Debt to Equity ratio (Times) Interest payment ratio (Times) Dividend Payment (%) *Note : Have not been approved by the sharecholderâ&#x20AC;&#x2122;s

116 / The Art of Living

2012

2013

2014

3.04 0.19 34.23 10.52 0.53 684.16 6.55 54.97 639.71

3.25 0.33 12.43 28.96 0.37 972.67 3.97 90.77 910.87

2.52 0.23 7.06 50.98 0.33 1,066.99 2.87 125.22 992.75

36.25 11.08 16.11 12.57 9.41

33.53 19.54 10.77 7.75 5.00

28.99 28.94 5.66 2.98 1.92

4.92 23.96 0.39

2.11 11.73 0.27

0.71 3.24 0.24

0.91 26.38 34

1.19 12.60 64

1.50 4.01 33*

4 13. Management Discussion and Analysis 13. Explanation and Analysis of Financial Position and Operation Results. 13.1 Operating Results Analysis Overview of the past performance Bank of Thailand reported that in 2014, the economic recovery has slightly reccvered in late of the year. But it tend to improve the gradual demand and supply as consumer confidence improved. The developers are launching a new project based on its potential areas to support the expansion of the Capital. Including, they return to cumulate land blank. However, the number of visits to the project will increase spending but sales booking have not as much as expected. Because, most consumers are not confident in the economy ahead and they had high levels of household debt, while the financial institutions still have a strictly in credit policy for housing. However, the Company has flaxible strategu to enhanced its sale and promotion campaigns such as free living program, Installment payments each 1 MB paid 1,000 baht and the Credit Card installment payment by using. The Company emphesize on determining the reasonable sale price. Meticulous in design and construction with cost control to remain competitiveness. In 2012 the Company launched 3 new projects with project value of 549.88 MB. Therefore, a total existing project of 24 projects with a total project value of 17,266.59 MB. The pre-sale in 2012 valued at 3,076.32 MB and total revenue recognized of real estate valued at Baht 2,770.73 MB due to the Company launch new project less than estimation. Because, the company has many projects while it’s not enough the construction team. In 2013, the Company launched 4 projects with project value of 3,254.88 MB, the total project launched of 26 projects with a total project value of approximately 19,018.62 MB, the value of sales totaling approximately 13,163.36 MB, with pre-sale in 2013 was 1,841.12 MB with total revenue recognition from the sale of real estate of approximately 2,399.07 MB. In 2014, the Company launched a new 5 projects with a project value of 6,120 MB, the total project launched of 24 projects with a total project value of approximately 22,611.62 MB. In 2014, the value of sales totaling approximately 14,792.45 MB, with pre-sale in 2014 was 1,673.61 MB. and total revenue was approximately 2,372.83 MB. Gross profit on sale of property of the company in 2012, 2013 and 2014, the Company had gross profit of 1,004.31 MB, and 804.33 MB and 687.98 MB, respectively. The gross profit in 2012 decreased by 19.91 % due to the lower revenues from the sale of real estate projects mainly from the decrease of the condominium’s revenue. In 2014 its gross profit decreased by 14.46 % due to the increased cost of sales. In 2012, the revenue from the sale of real estate of 2,770.73 MB in revenue from the sale of such real estate is the higher than the revenue in 2011 by 568.49 MB, due to the customer defer transfer houses in 2011 and to transfer in 2012. Because, the company has completed the construction and delivery to the customers within schedule. In 2013, the Company and its subsidiaries had revenues of 2,399.07 MB lower than the revenue in 2012 of 371.66 MB or 13.41 %. The main reason was from the decreased of Thailand’s economy and political problems that cause to customers delay purchasing decisions. In 2014, the Company and its subsidiaries had revenues from real estate of 2,372.83 MB, which lower than the revenue recognition in 2013 of 25.24 MB or 1.05 %. The main reason was from project delays to launch in 2013 and retlexed to decrease revenue in 2014.

The Art of Living / 117

A. Revenue The major income of the Company and its subsidiaries is from real estate which are of housing and condominiums, in the year 2012, 2013 and 2014 the consolidated revenues from real estate sales were 2,770.73 MB, 2,399.07 MB and 2,372.83 respectively. In 2013, the real estate revenue decreased from 2012 by 13.41%, due to the delay to launch of the real estate project. Since 2013, the companyâ&#x20AC;&#x2122;s revenue from real estate of 2,399.07 MB. In 2014, the Companyâ&#x20AC;&#x2122;s real estate revenue 2,372.83 MB, decreased from the year 2013 due to the delay to launch projects. Revenues from sale property of the Companies and Subsidiaries categorized by three types of products. 1. Single Detached House / Duplex House 2.Townhomes/Home office and 3. Condominiums. The revenue of the real estate in 2012, 2013 and 2014 are as follows:

Revenue

Operator

Single Detached house upper market Single Detached house - middle market/ Duplex house Townhouse/Home Office Condominium

Prin

Total revenue from property sales Revenue from leases and service Revenue from goods sales Revenue from construction Other revenues Total revenue

Prin

2012 2013 2014 Consolidated Financial Consolidated Financial Consolidated Financial Statement Statement Statement MB % MB % MB % 68.40

2.43

0.00

508.15

20.34

297.08

10.53

368.81

14.90

546.34

21.86

58.11 1,536.69

62.08

638.03

25.53

27.18

19.94

680.31

27.22

96.92 2,372.83

94.95

Prin Prinsiri/Prin Venture Prinsiri/Prin Venture Plearnary

1,638.83

0.00

35.17

1.41

Grow Yotha Grow Yotha Company/ Subsidiary

25.69 6.38

0.91 0.23

39.02 17.94

1.58 0.72

27.78 23.09

1.11 0.92

17.24

0.61

19.20

0.78

40.14

1.61

100.00 2,499.01

100.00

766.42 2,770.73

2,820.04

98.25 2,399.07

100.00 2,475.23

Notes : Sales prices of single detached house - upper market are start from 10 MB. Sales prices of single detached house - middle market are 3-10 MB.

118 / The Art of Living

493.57

The companyâ&#x20AC;&#x2122;s revenue from real estate Single Detached house on upper market in 2012 was form, the Siritawara Oriental Project is equivalent value of 68.40 MB, representing 2.43 % of total revenues. In 2014, the income was from the Prin Sathorn - Ratchapruek value of 303.00 MB and the Zerene Kalapapruek value of 260.65 MB representing 20.34 % of total revenue. The Company and the subsidiaries generated revenue 297.08 MB, 368.81 MB, and 546.34 MB, respectively. From the middle market detached house / duplex-detached house In 2012, 2013 and 2014 value of and 2013 increase by 24.15 % and 2014 increase by 48.14%, respectively. Revenue from sale, Townhouse / Home Office in 2012, 2013 and 2014 were 1,638.68 MB, 1,536.69 MB and 638.03 respectively. For the year 2013 and 2014 decreased by 6.23 % and decreased by 58.48 % respectively. The Companyâ&#x20AC;&#x2122;s recognize the revenue proportion from townhouse higher than detached house and condominium for 2012, the proportion of revenue recognized from the townhouse higher than detached house and condominiums worth Baht 1,638.83 million, representing 59.15 % of the income property. This is a normal standard for the Company at the level of 50-60 %. In 2013, the Company has recognized revenue from the townhouse higher than detached house and condominium worth Baht 1,536.69 million, representing 64.50 % of the income property. In 2014, the Company has revenue value from sale of single detached house more than the townhouse and condominium worth 1,054.49 MB, representing 44.44 % of the income property. Since there is no new launch townhouse project, there fore the revenue recognition of townhouse decreased. The Company has a revenue from sales of construction materials through Grow Yotha Group Company Limited, a subsidiary which supplies materials mainly to the Company and its contractors, In 2012, 2013 and 2014, totaled 25.68 MB, 39.02 MB and 35.17 MB, respectively. whice is Increasing by 51.89 % and decreasing by 9.87 %, respectively. In 2012, Grow Yotha Group Company Limited has construction revenue to the Company and the subsidiaries. The increase in its revenue in 2012, 2013 was from the change of sale strategy and focused to expand revenue from external customers. In 2014, the company has a revenue from the sale of construction materials and construction, through its Grow Yotha Group Company Limited, a subsidiary of the Company and to service as a contractor to the customers of Prinsiri project. B. Cost of sales The cost of sales of the real estate business consists of land, land development costs, construction costs, expenses relating to the projects and interest expenses. The real estate cost of sales of the Company and the subsidiaries in 2012, 2013 and 2014 totaled 1,766.42 MB, 1,594.75 MB and 1,684.85 MB, representing 63.75%, 66.47% and 71.01 % of the revenues from real estate sales, respectively. For the year 2012, The Cost of sales slightly increased due recognition price locked condition revenue from a high gross margin from the projects Condominium received investment promotion (BOI) which has and the Town home from some projects have developed a new technology in the construction. There fore the first stage of the development will be cost of sales increased in the year 2013. The Condominium project has a good margin relative higher than other types of real estate whenever the condominium revenue has decrease, the cost of sale margin would be increased. In 2014 cost of Company, increased. due to the major cost of the Companyâ&#x20AC;&#x2122;s sales has increased.

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The Major cost of sales of the company and its subsidiaries as variable costs include the cost of land, cost of construction, costs associated with the project and Interest costs, the cause to cost of sales increased due to the cost of construction materials has raised. while some location making it tougher competition may difficult to compete with normal price. C. Total expenses In 2012 and 2013 the Company and its subsidiaries had total expenses were 573.18 MB and 565.55 MB respectively, a decrease of 1.33 %. the major expense is cost of advertising and promotion which the company has launched a new project. It needs to be more publicity about the project to increase prospective customers. In 2012, a cost higher from the valiable costs related with the revenue, such as property tax, business tax and fee transfer. includuding other valiable expenses. However when comparing total expenses to total income ratio of 2012 and 2013 are equal to 20.00 % and 23.00 % , respectively, The year 2013 was increased. because there are other costs resulting a loss of 28.30 MB from prosecution. In 2014, the Company and its subsidiaries had total expenses of 609.44 MB, compared proportions of total expenses to total revenue are equal to 24.00 %. because the costs are mostly fixed costs In 2013 and 2014, cost of sales was 95.47 MB and 141.49 MB, respectively increased by 48.20 %. This was due to 2014; the Company launched a new 5 projects worth approximately 6,120 MB. while in 2013, launched only 4 projects worth about 3,254.88 MB. D. Profit The Company’s gross profit in 2012 and 2013 were 1,004.31 MB and 804.33 MB, respectively, gross margin. decrease 19.91 % The major cause of gross margins in 2013 decreased due to there is no shop house revenue of horizontal project and revenue for condominium projects are not achieved to estimation. In 2014 the company’s gross profit on sales of real estate was 687.98 MB, with 14.47 % decrease of which is not a significant change to gross profit. In year 2012 and 2013, The Company’s and its subsidiaries consolidated had the net profit of 354.43 MB and 191.80 MB, respectively. Net profit margin was 12.56 % and 7.75 %, respectively. The average net income in 2013 decreased due to the delay to launch, project and delay to transfer. In addition, the Company has incurred costs of prosecution of 28.30 MB. In 2014 the Company had a net profit of 74.49 MB, with net profit margin was 2.98 %. Causes of the Net profit decreased was main reason from the revenue did not meet the target, cost of sales increased to support new launch projects, with relatively high value of sales. The other factors that affect to the company’s net profit decreased. Cause by a subsidiary company in the early stage of project development and investment property. At the present, the community mall was launched its openation and start to recognize the revenue since September, 2014. E. Return on equity In year 2012 and 2013 the Company’s and subsidiaries had return on equity of 9.14 % and 5.00 %, respectively. In 2012 net profit of the company increased. Due to the perceived higher gross profit margin increased. The cost of the sales control and measures to cost control sale and administration expenses are the result to increase of the return on equity ratio. In 2013, the return on equity ratio decreased resulted from recognition of revenue decline. The gross profit margin decreased due to the declined of revenue recognition resulted in a decrease to net income as well. In 2014, the Company and its subsidiaries, had return on equal to 1.92 % and return on equity ratio decreased due to cost of sales and administration according to the C)., when its increased as a result, net income decreased.

120 / The Art of Living

13.2 Analysis of the financial position Assets Total assets of the Company and the subsidiaries at the end of 2012, 2013 and 2014, is worth at 7,202.60 MB, 9,075.77 MB and 10,434.76 MB, respectively. As at 2012, total assets, which consisted of current and noncurrent assets of the Company and the subsidiaries, had the values of 5,723.13 MB, and 1,479.47 MB, or 30.07 % and 10.54 % of the total assets, respectively. Most of the Companyâ&#x20AC;&#x2122;s assets were inventories. As the end of 2013, the Company and the subsidiaries had inventories 5,359.70 MB, or 74.41 % of total assets. In 2013, Total assets of the Company and its subsidiaries consist of current assets and non-current assets were 7,440.41 MB and 1,635.36 MB or equivalent. 81.98 % and 18.02 % of total assets, respectively, most of the companyâ&#x20AC;&#x2122;s assets were inventories. As the end of 2013, the Company and its subsidiaries had inventories of 6,687.77 MB, representing 73.69 % of total assets. For the year 2014, the total assets of the Company and its subsidiaries consist of current assets and non-current assets of 8,135.96 MB and 2,298.80 MB, representing 77.97 % and 22.03 % of total assets. The main assets is inventories value of 7,406.75 MB, representing 70.98 % of total assets. Current investment All of the current investment of the Company and the subsidiaries was in open end fund - debt securities because the Company at times had excess liquidity and invested money to earn income. As at the end of 2013 the Company and the subsidiaries had current investment totaling 49.73 MB. Investment was made in open end funds - debt securities, for convenience in liquidity management. In 2013, increased investments attributable to the higher liquidity of the revenue increase, Due to excess liquidity. In 2013 and 2014 the Company has no investments because there is no excess liquidity. Accounts receivable-net At the end of 2012, 2013 and 2014, the Company and its subsidiaries had net accounts receivable was 5.86 MB, 8.86 MB and 29.41 MB, respectively. In 2013, trade receivables increased. Most of the accounts receivables are from the Grow Yotha Group Company Limited. Which is mainly from short-term accounts receivable. The details of the accounts receivable at year-end 2011, 2012 and 2013 as shown in the table below: (Unit : Baht) As at December As at December As at December Accounts receivable details 31, 2012 31, 2013 31, 2014 In due 2,442,214.15 4,919,473.50 4,020,188,.45 1 - 90 days overdue 2,002,399.27 3,470,241.84 20,288,739.66 91-180 days overdue 1,553,337.55 718,194.71 7,277,177.00 181- 360 days overdue 166,568.62 96,366.87 1,270,832.00 360 days overdue 12,640,755.31 2,530,862.25 3,832,276.00 Total 18,805,274.90 11,735,139.17 36,689,213.11 Less allowance for doubtful accounts 12,950,203.67 2,878,749.03 7,279,013.69 Accounts receivable - net 5,855,071.23 8,856,390.14 29,410,199.42

The Art of Living / 121

The Company and subsidiaries have a policy to make a provision for doubtful accounts based on their estimates of expected bad debts and past debt repayment records. As at the end of 2012 and 2013 total doubtful accounts of the Company and the subsidiaries was value of 12.95 MB and 2.88 MB, respectively. Management emphasize this issue by follow up on such accounts receivable. by updated the payment system for construction supplies to Grow Yotha Group Company Limited in 2012. An allowance for doubtful accounts would be provided in order to reflect actual values in the financial statements. At the end of 2012 and 2013. The allowance for doubtful accounts was considered insignificant when compared to the Companyâ&#x20AC;&#x2122;s total revenue, with the ratio for 0.0050 % and 0.0012 %, respectively. In 2014, the Company has an allowance for doubtful accounts value of 7.28 MB, representing 0.0029 % of total revenues The increasing of the allowance for doubtful accounts receivable, was from total trade account receivable inereased. In 2012 and 2013, the Company and the subsidiaries had accounts receivable which were more than 360 days overdue value of 12.64 MB and 2.53 MB In 2012 and 2013, respectively. The accounts receivable were construction supplies of Grow Yotha Group Company Limited. To manage of accounts receivable, the management imposed a clear policy regarding credit limit, aging and prosecution to force the debtors to repay the debts. Revision was also made to payment conditions of the installations to construction contractors, enabling the Company to deduct the cost of supplies sold by Grow Yotha Group Company Limited to the contractors from the amounts to be paid by the Company. In 2014, the Company and its subsidiaries had more than 360 days overdue value of 3.83 MB, the company has long-term overdue accounts receivables decreased and such short-term overdue increase. Payments of projects currently in operation In 2014, the cumulative amounts due from debtors by installment method value of 14,795.53 MB, accounting for 100.02 % of the value of projects sold. Of this, the cumulative amount of payments value of 14,794.49 MB, or 100.01 % of the cumulative amounts due, with the cumulative outstanding amounts value of 1.04 MB, or 0.01 % of the cumulative amounts due. The amounts not in due totaled -3.08 MB, or -0.02 % of the value of projects sold. Details are shown in the table below:

122 / The Art of Living

Table showing details of payments for the existing projects as at December 31, 2014. (Unit : MB) Cumulative Cumulative Cumulative Remaining amounts not due payment due payment outstanding Value Sold Project Name Value Value Value Value (MB) MB Sold MB Sold MB Sold MB Sold (%) (%) (%) (%) Prinsiri Nawamin Prinyada Chamchan Siritawara Oriental Zerene Rama 2 - Thakarm Zerene Phetkasem Phutthamonthon 3 PRINN Sathorn - Ratchapruk Iconnature Rama 2 Iconnature Ramindra 109 Zerene Kallaprapruk Total Detached house Citysense Bangna Sixnature Akechai-Bangbon Citysense Rattanathibet Citysense (Petchakasam 69) Corazon Prachacheon Sixnature Ramindra (Phayasurain 24) Total Townhouse The Pulse Ladprao 44 Condominium The Complete Ratchaprarop The Complete Narathiwat The Pulse Phaholyothin The Pride Pattaya Condominium Building B Smart Condo Rama II Bridge Satorn-Narathiwas Smart condo Watcharaphon Zelle Rattanathibeth Total Prinsirisâ&#x20AC;&#x2122; Condominium Total Prinsiri

709.32 709.32 157.14 148.64 1,057.66 1,057.66 402.50 402.50 460.50 460.50 303.00 303.00 52.69 52.89 198.46 199.04 260.65 260.68 3,956.67 3,948.98 225.61 255.61 405.34 405.51 789.86 790.46 261.31 268.63 49.09 49.39 48.12 48.50

100.00 709.32 94.59 148.24 100.00 1,057.66 100.00 402.50 100.00 460.50 100.00 303.00 100.38 52.81 100.29 199.02 100.01 260.68 99.81 3,948.48 100.00 225.61 100.04 405.51 100.08 790.41 102.80 267.86 100.61 49.39 100.79 48.48

100.00 94.34 100.00 100.00 100.00 100.00 100.23 100.28 100.01 99.79 100.00 100.04 100.07 102.51 100.61 100.75

0.00 0.40 0.00 0.00 0.00 0.00 0.08 0.02 0.00 0.50 0.00 0.00 0.05 0.77 0.00 0.02

0.00 0.25 0.00 0.00 0.00 0.00 0.15 0.01 0.00 0.01 0.00 0.00 0.01 0.29 0.00 0.04

0.00 8.50 0.00 0.00 0.00 0.00 -0.20 -0.58 -0.03 7.69 0.00 -0.17 -0.60 -7.32 -0.30 -0.38

0.00 5.41 0.00 0.00 0.00 0.00 -0.38 -0.29 -0.01 0.19 0.00 -0.04 -0.08 -2.80 -0.61 -0.79

4,020.28 4,029.05 320.85 320.85

100.22 4,028.21 100.00 320.85

100.20 100.00

0.84

0.02

-8.77

-0.22

0.00

1,625.38 1,625.38 831.41 831.41

100.00 1,625.38 100.00 831.41

100.00 100.00

100.00 100.02

587.47 219.51

100.00 100.05

0.00 0.00 0.00 -0.05

0.00 0.00 0.00 -0.02

0.00 0.00 0.00 -0.05

0.00 0.00 0.00 -0.02

100.01 1,836.70 100.32 225.81 100.00 728.88 100.42 261.25 100.03 6,817.80 100.02 14,794.49

100.01 100.30 100.00 100.53 100.03 100.01

0.00 0.05 0.00 -0.30 -0.30 1.04

0.00 0.02 0.00 -0.12 -0.00 0.01

-0.14 -0.73 0.00 -1.08 -2.00 -3.08

-0.01 -0.32 0.00 -0.42 -0.03 -0.02

587.47 219.41

587.47 219.46

1,836.56 1,836.70 225.13 225.86 728.88 728.88 259.87 260.95 6,815.50 6,817.50 14,792.45 14,795.53

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Detailed table of Cumulative outstanding as at December 31, 2014.

(Unit : MB) than days 31-60 days 61-90 days More Cumulative outstanding 1-30 90 days overdue overdue overdue overdue Project Name Amount Amount Amount Amount Amount Amount Iconature Rama 2 1 0.08 0.08 Iconature Ramindra 109 1 0.02 Total Detach house 2 0.08 0.00 0.00 0.00 0.02 Citysense Rattathibet 1 0.05 0.05 Citysense (Phet Kasem 69) 27 0.84 0.10 0.12 0.11 0.49 Sixnature Ramindra (Phraya Suren 24) 1 0.02 0.02 Total Townhouse 29 0.91 0.10 0.12 0.11 0.56 Bridge Sathon-Narathiwaj 2 0.05 Total Prinsiri Condominium 2 0.05 0.00 0.00 0.00 0.05 Total 33 1.04 0.18 0.12 0.11 0.63

Note : Data were collected by installment method and ownership was not yet transferred to the debtors. The outstanding amounts shown in the table are different from the outstanding account figures in the Notes to the Financial Statements which are recorded based on recognition upon work completion and ownership transfer. As the methods of data collection are different, the outstanding accounts shown in this table are higher than those stated in the Financial Statements.

Inventories At the end of 2012 and 2013, the Company and its subsidiaries had inventories value of 5,359.70 MB and 6,687.77 MB, respectively or increase by 24.78 %. This increase in projects of the Company and its subsidiaries, because of in 2012 the company due to the transfer products to the client. Which has resulted in higher revenue recognition in 2012 for the year 2013. The inventories of the land and itâ&#x20AC;&#x2122;s construction. The cumulative cost of the project and of deferred interest. Most of the Companyâ&#x20AC;&#x2122;s projects in this item are under construction. In 2014, the Company and its subsidiaries are value of 7,406.75 MB, mostly by inventories of land and land development increased. by 58.90 % of the total inventory.

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The details of inventories at year-end 2012, 2013 and year-and 2014 as shown in the table below: Details Finished goods • Condominiums • Houses for sale • Construction supplies • Consumables Land and land development Construction in progress Costs related to the project Deferred interest Total

As at December 31, 2012 392,147,507.23 33,666,790.43 746,598.64 0 3,695,887,197.23 851,347,550.33 180,224,900.36 205,682,010.95 5,359,702,555.17

(Unit : Baht) As at December 31, 2014

As at December 31, 2013 231,859,223.46 48,638,363.56 958,924.61 0 4,593,894,749.75 1,278,528,139.54 220,242,998.44 313,643,632.01 6,687,766,031.37

266,283,838.98 26,454,516.52 4,793,446.31 4,808,274.81 4,363,212,003.88 2,000,544,260.98 282,704,117.87 457,949,629.01 7,406,750,088.36

As the end 2012, 2013 and 2014, land and construction of the Company and subsidiaries were the amount of 4,767.88 MB, 6,226.28 MB and 6,831.38 MB, respectively (the company only was amount of 4,697.61 MB, 5,817.08 MB and 6,309.13 MB, respectively). It been mortgaged as collateral for bank overdrafts and short-term loans aval credit notes, Long-term loans and the amount of bank guarantees and loan guarantor of a subsidiary from financial institutions. At the end of 2012, 2013 and 2014, the Company recorded interest expense to the project cost amount of 150.90 MB, 193.87 MB and 261.87 MB, respectively. The Company does not have to make a provision for impairment of assets because it has hired an SEC approved independent valuation firm to appraise the values of land and buildings of the Company and the subsidiaries available for sale. The appraised prices were higher than the procurement costs. Land and equipment-net At the end of 2012 and 2013, the Company and its subsidiaries’ land and equipment, net value of 30.49 MB and 93.89 MB, respectively increased by 207.94 % due to the acquisition of land and earth filled for Grow Yotha Group Co., Ltd, and investment in machinery and vehicles of the Company. At the end of 2014, the Company and its subsidiaries’ property and equipment, net value of 264.85 MB mainly consists of land, buildings, buildings and offices decoration for Plearnery Mall Co., Ltd. and Grow Yotha Group Co., Ltd. invests in machinery and vehicles respectively.

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Details Land Building and construction Machinery Machinery and equipment Worker Camp Decoration and building improvements Office furniture Office supplies Computer Vehicles Work in process Total Accumulated depreciation Allowance for impairment Land and equipment - net

As at December 31, 2012 3,279,342.43 2,196,710.00 0 12,277,995.76 628,267.96 0 8,133,673.88 21,252,271.95 39,441,589.07 18,836,169.52 0 106,046,020.57 75,558,955.13 0 30,487,065.44

As at December 31, 2013 51,640,592.43 1,856,008.32 0 20,440,783.42 471,748.63 0 10,283,699.67 21,099,955.25 39,017,767.22 23,781,025.24 0 168,591,580.18 74,699,692.41 0 93,891,887.77

(Unit : Baht) As at December 31, 2014 69,556,768.28 45,631,610.02 2,758,222.00 31,180,889.02 471,748.63 89,727,974.78 16,784,079.13 26,225,964.37 41,906,734.46 21,591,409.24 3,878,676.12 349,714,076.05 82,122,000.73 2,742,542.88 264,849,532.44

Land held for development As at the end of 2012 and 2013 the Company and the subsidiaries had land held for development value of 1,176.80 MB and 1,081.47 MB, respectively and to mortgage as collateral for bank overdrafts and short-term loans from financial institutions. Promissory note and long-term loans. In the amount of 94.84 MB and 330.68 MB, respectively. In 2013, land held for development decreased from in 2012 by due to 10.8% the reclassification of land for development projects, in the amount of 124.40 MB as inventories. In 2014, the Company and its subsidiaries had land held for development value of 1,027.84 MB and mortgaged as collateral for bank overdraft and short-term loans from promissory note and long-term loans from financial institutions. 2014, the Company reclassified the land held for development items to the development projects of 53.63 million baht as inventories. Investment Property At the year-end 2012 and 2013 investment property of the Company and its subsidiaries value of 212.33 MB, 326.79 MB, or 53.91 % and 24.30%, respectively. In 2014 the investment property. Of The Company and its subsidiaries grown value of 858.15 MB, due to the investment of community mall project is completed and launched in late. September 2014. The Company has adopted land and this investment as collateral for Long-term loans for a subsidiary.

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Deposits at banks with commitment At the end of 2012, 2013 and 2014, the Company and the subsidiaries had deposits at banks with commitment, value of 31.45 MB, 73.97 MB and 64.73 MB, respectively, Deposits from the public utility to charge customers for which the Company and its subsidiaries have an obligation to assign the funds when it was established corporate housing individual projects successfully. The Company and its subsidiaries discribed such liabilities as other creditors. The rest used as collateral for bank guarantees. Liquidity Cash flows from operating activities In 2012, the Company and the subsidiaries’ cash in flow from operating activities value of 331.38 MB, increased because of the increased of real estate revenue. In 2013, the Company’s cash out flow from operating activities decreased by 1,117.37 MB due to increase of the projects investment. In 2014, the Company and the subsidiaries’ cash out flows. from operating activities decreased by 327.58 MB. due to increased projects investment. Cash flows from investing activities In 2012, the Company and the subsidiaries had cash inflows of investment decreased by 49.32 MB, mainly to purchase for short-term investment. In 2013, the Company had cash inflows of investment decreased by 195.50 MB, mainly to pay for projects investment. In 2014, the Company had cash inflows of investments decreased by 700.78 MB, mainly to pay for projects investment. Cash flows from financing activities In 2012 the Company and the subsidiaries’ cash in flows from financing activities net decreased of 231.54 MB, resulting primarily from the repayment of loans from financial institutions. In 2013, the Company and the subsidiaries had cash used by financing activities net increased of 1,483.60 MB by lend the long-term loans net value of 499.86 MB, and bank overdrafts and short-term borrowings net value of 327.26 MB. The bond issuance, net increased of 774.4 MB. In 2014 the Company had cash in flow from financing activities net increased value of 1,096.46 MB. due to the issuance debentures of 1,165.60 MB. Net cash flows In summary, at the end of 2012 and 2013, the Company and the subsidiaries had net cash flow of 50.52 MB, and 170.73 MB, respectively, increased 237.95 %. At the end of 2014, the Company and the subsidiaries had net cashflow of 68.09 MB. decreass from the year 2013, by 60 %. Liquidity ratios The liquidity ratios for 2012 and 2013 were 3.04 times and 3.25 times, respectively and the quick ratios were 0.19 times and 0.33 times respectively. In 2013 the liquidity ratio and the quick ratio for 2013 increased due to the increased in the Company’s current assetes. As of 2014, the liquidity was 2.52 times. and the quick ratios were 0.23 times. due to the of increased outstanding long-term debt due within 1 year increased.

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Capital expenditure In the years 2005 and 2006, the Company and the subsidiaries had capital expenditure of 173.69 MB and 63.32 MB. In 2005 the company has invested in companies in the Grow Yotha Company Limited, The contractors and construction materials, held by 99.99% of its share capital. The Purpose was to be a business unit of the Company to control the cost of building materials for development projects and to enhance the competitiveness with the value of 32.00 MB and investment in fixed income fund while the company has exceed liquidity to invest. In order to bring benefits during the year had net purchases and sales were 139.14 MB and also the Company had joint venture with the Univenture Public Company Limited to the established Prin Venture in the portion of 51 % of the registered capital or investment value of 2.55 MB. In 2006, the Company added another 36.34 MB to investment in Prin Venture Co., Ltd. The Company and Subsidiaries to invest in open-end fund. Which investments were mainly from the Grow Yotha Company Limited. During the year, the net purchase and sale of investment in the Fundâ&#x20AC;&#x2122;s was 26.98 MB. In 2007 the Company increases investment in additional amount of 12.11 MB. To paid-up the capital of Prin Venture Co., Ltd to be amount of 100.00 MB and the company has formed company, CN SPR (Thailand) Limited to operate and procure/trade real estate. The Company has a 99.99 % stake and had fully paid-up capital of 2 MB shares and the Company and the Subsidiaries to invest in the open-end fund. The investments were mainly from the Grow Yotha Company Limited during the year, the net purchase and sale of investment in the Fundâ&#x20AC;&#x2122;s was 16.7 MB. In 2010 The Company has purchased in the rest of share of Prin Venture Co., Ltd. from Univentures Plc. Therefore, the Company held share in Prin Ventures Ltd. by 100 %. In 2013 the company has entered the capital in a Plernery Mall Company Limited. The business Operates for Shopping Center (Community Mall). With initial capital 1 MB following the capital increased in the amount of 69 MB. present the paid-up capital was 70 MB with 99.7% held by the Company. The Company had invested in Prin Energy Co., Ltd which is a producer and supplier of electricity from solar energy and renewable energy for home, office building, Design a solar power plant and maintenance of the solar power system. With the paid-up capital of 1 MB. The Company held by for 99.97 % of its capital. The company also provides short-term loans to Grow Yotha Group Co, Ltd. to purchase land value of 43 MB and construction plant. In 2014, Grow Yotha was paid of the loan. In 2014 the Plearnary Mall Co., Ltd had invested in Pleanland Company Limited, a theme park and education center for children with paid-up capital of 1 MB held by 99.97 % of the share capital. And Eatery Co., Ltd, The restaurants business with paid-up capital of 1 MB, held by 99.97 % of the share capital. Both companies are subsidiaries of Pleanery Co., Ltd. Sources of capital Liabilities As at the end of 2012, 2013 and 2014, the Company and the subsidiaries had liabilities total 3,437.79 MB, 5,237.00 MB and 6,545.25 MB, respectively, increasing by 52.34 % and 24.98 %, respectively.

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The decrease of total liabilities in 2012 due mainly from the decrease of the bank loans and debenture due to the repayment of bank borrowings and repay the maturity of debenture. The increase of total liabilities in 2013 due to an increase in short-term loans. Long-term loans from financial institutions and the issuance of debenture. The increase of total liabilities in 2014 due to an increase in short-term loans. From financial institutions and the issuance of debenture. Shareholders’ equity In 2013 the Annual General Meeting of Shareholders of the Company for the year 2013 has resolved to pay a cash dividend for the operation of year 2012 at Baht 0.10 per share or to 121.93 MB which paid from net profits with exemptions from the Board of Investment (BOI). In 2014 the Annual General Meeting of Shareholders of the Company for the year 2014 has resolved to pay a cash dividend for the operation of year 2013 at of Baht 0.02 per share or 2.39 MB paid from net profits whit tax exemptions from the Board of Investment (BOI). Appropriateness of the capital structure At the end of 2012, 2013, the company and the subsidiaries’ had debt to equity ratio constantly increased by 0.91 times 1.36 times, respectively, for 2013, total debt to equity ratio increased since 2012 due to the Company’s total liabilities increased mainly due to loans from financial institutions and the issuance of debenture. In 2014, the Company and the subsidiaries’ debt to equity ratio is 1.50 times the debt to equity ratio were increased tram loans from financial institutions and the issuance of debenture. For the ratio of debt to equity ratio in the industry as approximate 1 time. The Company’s policy had to maintain a ratio of debt to equity shares to the approximate 1.2 times, to prevent the risk of the company and investors, Toward, The Company has plans to expand, increasing the real estate business and investments in subsidiaries (Plearnary Mall) The Company’s Board resolved to adjust the ratio of debt to equity share is to approximate 1.5 times to meet business expansion.

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13.3 Factors and influences which may potentially affect the operation or the financial position in the future Several factors, including the political situation, the economic slowdown, oil prices, increasing interest rates, low consumer confidence, and the disasters, may affect housing demands. If that happens, the Company may not be able to sell its goods, or sales may be slower, which will result in high inventory costs and will affect its liquidity and profitability. Nevertheless, the Company’s commitment to product and service excellence which underlies the slogan “The Art of Living” has brought about acceptance and trust from consumers for the brand “Prinsiri”. To minimize such possible impact, the Company conducts research and studies consumers’ behavior before developing projects to ensure that its products most directly respond to consumes’ requirements. Construction is planned to be in line with sales estimates and is carried out in phases. Hence, if products cannot be sold or if sales become slower, the Company can slow down or even halt the construction. The Company also launches marketing promotion campaigns on a continuous basis in order to create brand awareness, to induce demands for the products and to remind consumers of the products. Such campaigns also build confidence in the products and strengthen the Company’s image. Bank of Thailand the result of the meeting held on January 28, 2015, concluding that the economy and inflation. Overall economic outlook continues. Risks from the global economy are also available. Political problems and the monetary policy of the country that has different direction, which could cause the global financial market volatility. For Thailand, in the 4th quarter of 2014 was to recover from the previous quarter. As a result of exports and tourism, which improved core inflation remains stable. The inflation rate had raised in the second half of 2014, the trend in oil prices on world supply and demand into balance gradually adapt. Financial stability as a whole is still in good shape. But the quality of consumer loans and adjustment of asset prices. The Committee Assess whether monetary policy should be in the relief continued to support the economic recovery is apparent. These will be followed by economic development and finance of Thailand closely. The company expects demand and purchasing power of housing in 2015, is slowly recovering. The bank continues to be aggressive in lending. These factors may affect the purchasing decisions of consumers. It is expected that this industry will continue to be very competitive, the Company has adjusted competitive strategy. And plans to launch new projects with a proper marketing plan. And reduced business risk and volatility of income are also plans to expand the project to meet the increasingly diverse consumer behavior. To meet the target consumer behavior changes. 13.4 Auditor’s remuneration The Company and the Subsidiaries paid 2.09 MB and 2.23 MB as remunerations to the auditors in the 2012, 2013 accounting periods, respectively. In 2014, Remuneration of the auditor of 2.45 MB by the Company and its subsidiaries no compensation other than the audit fee.

130 / The Art of Living

4 Accuracy of the information I have reviewed the information contained in this annual statement. And with caution, as executive director of the Company. Or highest management positions in the account. I hereby certify that Such information shall not be false does not make another mistake. Or lack of information that should be, in essence. In addition, I hereby certify that. (1) The financial statements and financial information summarized in the annual statement. This information is accurate and completes in all material respects the financial position. Overall result and cash flows of the Company and its subsidiaries. (2) My responsibility is to provide companies with good disclosure. To ensure that companies disclose material information in the company. Its accuracy and completeness. And supervise the implementation of such systems. (3) We are responsible for the Companyâ&#x20AC;&#x2122;s internal control system. And oversee the implementation of such systems. And I have been informed of the internal control system as of December 31, 2014 to the auditor and Director of the Company. Covering the defect, and major changes to the system of internal control. The unlawful acts that may affect the preparation of financial statements of the Company and its subsidiaries. In order for this to be evidence that all documents as the same that I have authenticated. I was assigned to Mr.Chairat Kowitchindachai, signed on every page. If any documents are not signed by Mr.Chairat Kovitchindachai. I have to assume that Itâ&#x20AC;&#x2122;s not the information I have certified the accuracy of the information Mentioned above.

Name

Position

Ms. Siriluck. Kovitchindachai

Director / Chairman of Excutive Commitee

Mr.Utane Kongsoontornkitkul

Managing Director / Excutive Member

Mr.Kwanchai Mongkolkittaveepol

Signature

Excutive Member

Attorney Mr. Chairat Kovitchindachai

Senior Vice President, Office of the President

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I have reviewed the information contained in this annual statement. And with caution, as executive director of the Company. Or highest management positions in the account. I hereby certify that such information shall not be false does not make another mistake. Or lack of information that should be, an essence. In order for this to be evidence that all documents as the same that I have authenticated. I was assigned to Mr.Chairat Kowitchindachai, signed on every page. If any documents are not signed by Mr.Chairat Kovitchindachai. I have to assume that Itâ&#x20AC;&#x2122;s not the information I have certified the accuracy of the information Mentioned above. Name Prof. Dr. Warapatr Todhanakasem Asso. Prof. Anchalee Todhanakasem

Position Chairman of independent Directors Chairman of Audit Committee / independent Directors

Asst. Prof.Monpaka Vongsa

Audit Committee / Independent Directors

Asso. Prof. Witaya Danthamrongkul

Audit Committee / Independent Directors

Attorney Mr. Chairat Kovitchindachai

132 / The Art of Living

Senior Vice President, Office of the President

Signature

The Art of Living / 133

134 / The Art of Living

62 - Bachelorâ&#x20AC;&#x2122;s degree in accounting. MS (Accounting). Thammasat University. - Bachelor of Accounting (Honors 2). Faculty of Commerce and Accountancy. Thammasat University. - Training Courses DCP 2009. - Training Courses ACP 2010. - Training Courses Advance ACP 2011 - Training Courses RCP 2012 - Training Courses CGI 2014 -

Educational background

2. Associate Professor. Anchalee Pipatanasem Chaiman of the audit commitee / Independent Director

Age -

Name - Last name

1. Prof. Dr. Warapatr Todhanakasem 65 - Ph.D. in Business Economics. University of Illinois Chairman of the Board / Urbana-Champaign USA. Independent Director - Master of Business Administration. University of Illinois Urbana-Champaign USA. - Master of Business Administration.Kellogg School Of Management Northwestern, University Evanston Illinois USA. - Bachelor of Law. Thammasat University. - Bachelor of Economics (First Class Honors), Thammasat University.

Item

Shares Executive Proportion Relationship (%)

Details about the management and control of the Company as at December 31, 2014. Position

The Art of Living / 135

Faculty of Commerce and Accountancy. Thammasat University. Faculty of Commerce and Accountancy. Thammasat University.

Thammasat University.

The legal and moral constraints Truth.

AIRA Securities Company Limited.

Prinsiri Public Company Limited

Executive Vice President Kasikorn Bank Public Company Limited.

1974 - 1995.

2009 - Present. Chairman of the Audit Committee. 2009 - Present. Independent Director and Audit Committee. 2008 - 2009. Independent. Audit Committee. 2007 - Present. Head of Department of Accounting. 2004 - 2007. Vice President for Finance. 1995 - Present. Committee of the Real Estate Business. 2003 - 2004. Head of Department of Accounting.

Managing director

TRIS CORPORATION LIMITED. (TRIS). TRIS Rating Co., Ltd.

Prinsiri Public Company Limited.

Company

1998 - 2002.

2009 - Present. Chairman of the Board. / independent Director 2002 - 2002. Managing director

Durations

Working Previous

Educational background

4. Associate professor 52 - Master of Business Administration. Oregon State Witaya Danthamrongkul University USA. Audit Committee/ Independent - Bachelor of Economics (1st Class Honorsâ&#x20AC;&#x2122;) Director. in Finance. Thammasat University. - DCP Program Year 2007.

Age -

Name - Last name

3. Assistant Professor 56 Bachelorâ&#x20AC;&#x2122;s Degree in Construction Management. Monpaka Vongsa. Silpakorn University. Audit Commitee / Independent Bachelor of Architecture. Silpakorn University. Director. DCP 128.

Item

Shares Executive Proportion Relationship (%)

2000 - 2001

2006 - 2007

Present

1992 - 1997 1989 - 1992 2009 - Present

1996- 1997

1997 - 1999

1999 - 2008

2012 - Present 2011 - Present 2008 - 2011

2015-2017

2009 - Present

Durations

Company

The Art of Living / 136

Independent Director and Prinsiri Public Company Limited. Audit Committee. Fun Committee The Association of Siamese Architects under the Royal Patronage of His Majesty the King (ASA) Ethics Committee. Architect Council of Thailand (ACT) Managing director Art Root Company Limited Assistant Director. Master of Sripatum University. Science course. Department of Construction Management. Assistant Dean for Sripatum University. Student Affairs. Professor Faculty of Architecture, Sripatum University. Extraordinary Professor Faculty of Architecture, Sripatum University. Project Architect. SJA 3D Company Limited. Architect Sumet Jumsai Associates Co., Ltd. Independent Director and Prinsiri Public Company Limited. Audit Committee. Lecturer Human Thammasat University. Resource Management. Director, Project Thammasat University. Management Journal. Faculty of Commerce and Accountancy. Director of Training. Small and Medium Enterprises Development Institute (ISMED).

Position

Working Previous

Name - Last name

Age

Educational background

6. Mr.Utane Kongsoontornkitkul. 60 - Master of Business Administration. (Executive Managing Directors /Executive MBA) Thammasat University. Director. - Bachelor of Engineering. Chulalongkorn University. - DCP for the year 2004. Audit Program. (Securities Exchange of Thailand (SET) 2005

5. Ms.Siriluck Kovitchindachai. 67 - 20 years’ experience in the real estate business. 23.17 Chair Person of the Executive Committee / Directors - To attend the training course. DAP The 20, on July 8, 2004.Shares

Item

Mr. Kwanchai Mongkolkittaveepol’s sister / Chaiwat’s Kowitchindachai’s aunt.

Shares Executive Proportion Relationship (%) Position

Goldfine Manufacturers Public Co., Ltd.

2014 - Present. Chairman of the Audit Committee. Senior Vice President. Line 2011-2014 Directors and Executive Commitee 2008 - 2009 Chairman of the Audit Committee and Board of Directors. 2008 - 2010 Directors 1984 - 2010 Senior vice president. Line a large (final position).

The Art of Living / 137

Wangkanai Company Limited Siam City Bank Public Company Limited (SCIB).

Siam City Asset Management Co., Ltd.

Prinsiri Public Company Limited

Prinsiri Public Company Limited.

Thai Jinda Property Company Limited

Prin Venture Company Limited. CN SPR (Thailand) Company Limited Jindapong Property Company Limited

Prinsiri Public Company Limited.

Company

2014 - Present. Managing Directors. And Executive Directors.

2011 to Present Chairman of the Board of Directors./Directors. 2000 - 2008 Chairman / Managing Director 2007- 2011 Directors 2007 - Present Directors 1995 - 2004 Chairman and Managing Director 1993 - 2002 Chairman and Managing Director

Durations

Working Previous

Name - Last name

Age

Educational background 0.20

Durations

1993 to 1995

2000 to 2005.

Company

Prinsiri Public Company Limited. Prinsiri Public Company Limited. Prinsiri Public Company Limited. CN SPR Company (Thailand) Co.,Ltd. Executive Vice President. Jindapong Property Company Marketing. Limited Director of Marketing. Jindapong Property Company Limited

Position

Working Previous

Ms.Sililuck 2012 - Present. Committee Kovitchindachai’s brother and Mr.Chairat 2008 - Present Senior Director. Kovitchindachai’s Uncle 2005 - Present Executive Vice President. Division customer. 2007 - Present. Committee

Executive Relationship

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Note : Authority to sign on behalf of the Company, with Ms. Siriluck Kowitjindachai, Mr.Utanen Kongsoontornkitkul and Mr. Kwanchai Mongkolkittaveepol said he was only two of these three directors jointly sign and the Company’s seal of the tenure of.

- To attend the training course. DAP the 20 on July 8, 2004.

7. Mr. Kwanchai Mongkolkittaveepol. 54 - Diploma.Siam Technology Executive Director / Director College. With over 20 years’ experience in the real estate business.

Item

Shares Proportion (%)

// , 0

Ms.Kittima Sakulsuwun

Note : / = Director, X = Chairman , // = Board of Directors , 0 =Management ,$ = Audit Committee , @ = Independent Directors

/ , //

Mr.Prinya Kovitchindachai

/ , //

Ms.Nipa Apirattanarungruang

Ms.Patcharee Kovitchindachai

// , 0

/ , // , 0

Mr.Chaiwut Kovitchindachai

Mr.Chawai Kovitchindachai

Mr.Kwanchai Mongkolkittaveepol

// , 0

/ , $ , @ / , //

Asst Prof. Witaya Danthamrongkul Ms.Siriluck Kovitchindachai

Mr.Chairat Kovitchindachai

/ , $ , @

Asst Prof. Monpaka Vongsa

/ , //

/ , $ , @

Assc Prof. Anchalee Pipatanasern

Mr.Utane Kongsoontornkitkul

/ , X , @

Prof.Dr.Warapatr Todhanakasem

Name

/ , //

The Art of Living / 139

/ , //

subsidiaries Subsidaries of Plearnary Mall Prinsiri Public Prin Venture CN SPR (Thailand) Prin Energy Plearnary Mall Plearnland Eatery Company Company Limited Grow Yotha Group Company Company Limited Company Limited Company Limited Company Limited Company Limited Limited

Details on the companyâ&#x20AC;&#x2122;s subsidiaries as at December 31, 2014

Evaluate the adequacy of internal controls Prinsiri Public Company Limited On December 31, 2014

140 / The Art of Living

Assessment prepared by the Board of Directors, the Board of Directors on The adequacy of internal controls. Internal Control (Control Environment) Section 1. Demonstrates commitment to integrity and ethical values. Board of Directors and management staff at all levels to signal clearly to the expectations of the stakeholders. “Code of Conduct” of the organization. Question 1.1 The Company prepare of specifications and penalties the following as affidavit. 1.1.1 Regulations on Ethical (code of conduct) For management and employees. 1.1.2 The Regulations restrictions and ban of the Management and the Employees conduct themselves in a manner that might cause a conflict of interest with the CompanyThese include corruption, corrupt and cause damage to the organization 1.1.3 Penalties if the violation of the above requirements. 1.1.4 Review the specifications and penalties. 1.2 We provide the communication process specifications and penalties under Section 1.1, the management and all employees are aware of such as Included in new employee orientation. So the Employees to sign a terms and penalties annually. Or published code of conduct for employees and third parties to be informed 1.3 Companies should define internal controls for anti-corruption measures in accordance with the Company’s risk.

Yes

√ √ √ √ √

√

2. Board of Directors has an independent of management duty. (Exercises oversight responsibility) The Board is are independent from the administration. Question 2.1 The Board Directors of the Company’s oversees the business operations, clear targets and measurable. To guide the operation of the management and staff.

Yes √

2.2 The Board has reviewed the performance targets carefully. To consider the possibility of targeting. As well as analysis of the Reasonableness of providing incentives or rewards to employees that does not promote a way that could lead to inappropriate actions.

√

3. The organization structure, The Management authority and appropriate responsibility. (Establishes structure, authority and responsibility) The Board of Directors and the Management, taking into account of the organizational structure. The line division And report to the commanding performance as chief executive, overseeing the internal control in accordance with the stated goal.

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Question 3.1 The company operates to provide a structure that supports the operations of management and internal control is effective, such as separation of duties in critical applications. This caused the checks and balances between them. An internal audit function that reports directly to the Audit Committee and Clear reporting lines. and so on

Yes √

4. Demonstrates commitment to competence Policies and practices reflect corporate expectations to employees and management that requires knowledge capabilities. And to support the goals of the organization. Trained to develop skills, including the ability to retain key executives and the good employees to stay with the organization. Question 4.1 The company has a policy to develop and retain quality employees and executives through. Providing incentives that are appropriate to the organization.

Yes √

4.2 Company’s policy is to find the key executive succession (succession plan) to continue work on effectively.

√

5. Enforces accountability Board of Directors and management have created a mechanism to communicate to employees that the responsibility and performance, as well as measure the success of the work. To reward appropriately. Question

Yes

5.1 The company operates in personnel to recruit appropriate personnel joining the Company. And retaining talented individuals with the following companies. 5.1.1 Determine the level of knowledge, skills, abilities and experience. Required for each job. 5.1.2 Prepare a job description. And clarify the responsibilities for the position who responsible to know and understand the functions and responsibility. 5.1.3 With a focus on integrity and ethics of personnel to be hired as an employee background checks. Especially in dealing with sensitive information and to receive payment. 5.1.4 The duties and responsibilities according to ability and experience. 5.1.5 Evaluation and remuneration to suit performance and wages 5.1.6 Training to the Employees with the knowledge and skills needed to perform the job.

√

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√ √ √ √ √ √

(Risk Assessment) 6. Determining the risk assessment process in accordance with the objectives of the business.(Specifies relevant objectives) Organizations should determine the risk assessment process in accordance with the objectives of the business. Consider to provide comprehensive all of risk types. Question Yes No 6.1 Board of Directors / Executive Risk Committee approved the policies of Risk Management. √ 6.2 Company communications, policy and practice in the management of risk to employees. Everyone acknowledge and comply to be a part of the culture of the organization. Everyone is responsible and caring organization must participate together through the administration process, Consistent understand risk. 6.3 The Company considers various factors associated with complete sides.

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7. Identifies and analyzes risk Organizations should identify the possibility of events that will not achieve the objectives of the catalytic cycle and in all parts of the organization, including support for measures in the event of them up. Question 7.1 Its consideration and evaluation of risk factors Which may affect the Company’s business is significantly sides. Both external and internal factors, and from all departments / functions of the organization. And bring the management, control and monitoring of appropriate risk. Example - Internal factor Due to the weaknesses or limitations of the firm related factors. Executives or employees, Resources, Innovation, Marketing, Operation and Financial Such as employee integrity/ lack of and ethical / company expanded too fast / Corporate underserved / complexity. Systems / assets assigned to treatment or use. If the value and liquidity of the offense so it’s even more incentive - External factor Caused by risk factors that could affect the company include. Factors related to change of political, Economy, Social, Technology, Environment and Legal.

Yes √

7.2 The Company has analyzed the potential events to affect to the Company. For the cases No. 7.1 And to prioritize (risk mapping) 7.3 The Company measures and action plans to support on an analysis of risk factors.

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8. Evaluation process potential fraud (Assesses fraud risk) Organizations should identify the potential cause breaches. By considering the reason for the loss of property. Such as reporting false or failure to follow the policies and guidelines of the organization. Or Business Ethics The organization was set up and cause damage to the organization. As well as management if these events occur. Question Yes No 8.1 The company has implemented the following. 8.1.1 Assessment of the probability of corruption up. Using resources around both inside and √ outside the organization. All of the information in the financial statements and other relevant information. 8.1.2 Review, evaluate such opportunities. √ 8.1.3 Policies and guidelines if it finds an event that fraud or corruption may lead to more √ systematically. 8.1.4 Review policies and practices. √ 8.2 The company has communicated to all employees know and follow the policies and guidelines √ set forth. 9. Identifies and analyzes significant change The risk factors should consider various factors, including the other changes to the side that could affect the organization’s ability to achieve its goals. Question Yes No 9.1 The company has implemented the following. 9.1.1 Measures to track events that cause risk factors. √ 9.1.2 Measures to reduce risk. √ 9.1.3 Reviewing such measures √ 9.2 Communications company, all employees are aware of and comply with the relevant risk management measures are defined. 9.3 The company tracks the various agencies to follow a defined risk management plan.

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Control Activities 10. Selects and develops control activities Organizations should develop appropriate risk control activities to help reduce the risk of not achieving the objectives of the organization to the appropriate level.

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Question 10.1 The company has implemented the following. 10.1.1 Establish policies and procedures regarding the transaction of finance, procurement and general administration with an affidavit. By defining the authority and approval of the management hierarchy, each level clearly, succinctly and to prevent fraud, such as the size limit. Approved and authorized the management at each level. Limiting step in the approval of investment projects due process of purchasing and vendor selection. Set to record detailed purchasing decisions. Disbursement procedures, materials. Or the utilization of various tools, etc. 10.1.2 Review policies and procedures such work.

Yes

Question 10 2 The company has implemented the following. 10.2.1 Division of responsibilities in the following 3 out of each other to mutual authentication, ie. (1) Previous approval. (2) Previous accounts and records and information. (3) Control and storage of property. 10.2.2 Review of the separate responsibilities. 10.3 The company has been collecting data for major shareholders, directors, management and pertaining to such individuals. Including related parties In order to monitor and review the transaction. Or items that may have a conflict of interest and update them as present. 10.4 The company has implemented the following. 10.4.1 A process to report on the review and approval of transactions or contracts binding upon the Company. 10.4.2 The review process for approving transactions or where the Company. Contract with those involved in a long-term, binding firm up (Such as contracts sale and order products, Guarantees and lending.) Company has to be in compliance with the terms agreed during binding upon the Company (Tracking to repay debt as scheduled, or the appropriateness of such Agreement.)

Yes

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√ No

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11. Selects and develops general controls over technology Administrators should consider using an information system that is suitable to control various operations taking into account the safety of the information offered. Question Yes No 11.1 The company has implemented the following. 11.1.1 Establish measures to access to company information, whether in electronic form or √ otherwise, such as the right to use and change Editing Defining a restricted area Determining the top secret documents, etc. as well as communicate to the employees to understand the laws related to information technology. Such the Information Act and the Act on electronic. To avoid the violate a law like call forwarding electronic mail. Who published the false news Or cause others to have been a disgrace. Or offensive messages posted on the website. 11.1.2 Reviewing such measures. √ The Art of Living / 145

12. Deploys through policies and procedures The organization should establish a policy to control events in the process. For employees are careful and responsible. Question 12.1 The company has implemented the following. 12.1.1 A strong measures to Tracking the transactions of the major shareholders, directors, management or those involved with such a person must go through the approval process, such as the articles of association. Criteria of the Exchange, Criteria of the SEC, etc., which covers cases where there may be opportunities to use or benefit of the company for personal gain. 12.1.2 Reviewing such measures.

Yes

12.2 Corporate action to approve the transactions done by people who have no vested interest in the transaction. 12.3 Corporate action to approve the transaction, taking into account the best interests of the Company and approved by shareholders on an action against a third party. (at arms’ length basis) 12.4 The Company monitors the operations of its subsidiaries or associated companies. Including the direction the person appointed to the board or the management company accordingly. 12.5 The company has implemented the following. 12.5.1 Measures to monitor the operations of the Company in accordance with the relevant legislation. To reduce the risk of the business and maintain the company’s reputation. 12.5.2 Reviewing such measures. 12.6 The company has implemented the following. 12.6.1 Review that has been done, which would violate any law. 12.6.2 Place corrective measures and actions to prevent that. 12.7 The company has implemented the following. 12.7.1 Contingency plans for the event of a serious incident affecting the. Operations significantly, as the case of disaster. Or any other serious incidents (Business Contingency Plan: BCP / Disaster Recovery Plan: DCP) 12.7.2 Reviewing the plans.

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Information & Communication 13. Information is accurate, appropriate and timely available (Uses relevant information) Organizations should take the information received from both external and internal analysis to filter the database for further use. Question

Yes

13.1 The company operates to ensure the Board has adequate critical information for decision making (Important information, including details of the reasons to consider the impact on the various options.)

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13.2 Company Directors have undertaken to the notice of the meeting or the meeting, stating the necessary and sufficient to consider prior to the meeting at least the minimum period required by law. 13.3 Its action to the board of directors is detailed as it should. Makes it possible to check the proper functioning of the Committee. As evidence at a later. Such as recording the inquiries of the directors. Comments or observations of the Committee on matters considered. Opinion of the directors who do not agree. The proposal and the reasons. 13.4 The company has implemented the following: Yes or No. 13.4.1 A collection of documents more fully into account various categories. 13.4.2 Cases have been identified by the auditor that there are shortcomings in the story. The company has solved the bugs; Has been completely. 13.5 The Board has determined that management uses accounting policies. Generally accepted accounting principles appropriate to the nature of its business. Without selecting accounting policies for the company show earnings deviation from reality.

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14. Communicates internally Communication processes within the organization should be more efficient. To enhance internal controls to be conducted by encouraged reporting to the Executive Committee of the Company. As well as the need to maintain confidentiality when obtaining clues from outside. Question 14.1 Its action to the Board of Director / Audit Committee access to the information they need to perform. Or reviewing various items as needed. Such as defining a person as a contact center to contact information other than that given by the management. Including a request for auditor / auditors. The meeting between the board and the executive committee as requests. Organized meetings between the board and executive committee meetings, etc. beyond. 14.2 We provide the communication channel special / secret to individuals within the company to report information / clues about fraud or corruption within the company. (Whistle-blower hotline) safely.

Yes √

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15. Communicates externally Organizations should have a process to communicate with outside agencies. Including those related to the data. That has been communicated to the agency within appropriately. To proceed further with effective. Question Yes No 15.1 We provide the communication channel with: 15.1.1 Stakeholders, such as arranging for officials or agencies. Investor Relations / Complaint Center / call center to address deficiencies and operational issues. 15.1.2 Regulatory agencies such as the agency responsible for dealing with regulators. 15.2 We provide the communication channel special / secret to an outside agency can Information / clues about fraud or corruption. (Whistle-blower hotline) to us safely.

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Monitoring Activities 16. Conducts ongoing and/or separate evaluations Organizations should be monitored and evaluated continuously to ensure that the operation of the internal control system is also effective. Reflect the changes taking their place. Question

Yes

16.1 Management Board of Directors shall prepare a report on the operation. And to compare the performance of the management that the company is moving in the same direction as the target set.

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16.2 We provide the tracking process compliance and business ethics restrictions management and employees conduct themselves in a manner that might cause a conflict of interest. Assigned to each segment, such as monitoring compliance. Supervisors and reports by the CEO in the overall results to be presented to the Audit Committee / Board of Directors. Or designated audit agencies monitor compliance and business ethics. And restrictions management and employees conduct themselves in a manner that might cause a conflict of interest. And reported to the Audit Committee. 16.3 The Company provides for monitoring compliance with internal control objectives. By self-assessment Or assessment by independent auditors. 16.4 The company carried out a risk assessment or adjustment process control. If the target / Company Changes or external factors. 16.5 Companies establish internal audit reports directly to the Audit Committee. So that auditors can operate independently and report audit results is straightforward. 16.6 Promoting the role of the audit in accordance with International Standards for the Professional Practice of Internal Auditing. (IIA)

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17. Evaluates and communicates deficiencies Enterprise communications systems, fix defect detected effectively. Time to be able to resolve the incident immediately. Question 17.1 Companies take to the track in a timely manner. If the performance differences arising from defined target significantly. 17.2 Company’s policy is to issue a report as follows: 17.2.1 Management must be reports to the Board of Directors immediately. In the event of an incident or suspected incident of serious corruption. A practice that violates the law Action or other disorders. This may affect the reputation and financial position significantly. 17.2.2 Report drawbacks to be significant. And solutions to problems (Although it has begun already managed) to the Board / Audit Committee. For consideration within a reasonable time. 17.2.3 Reported progress in improving the significant drawbacks to the Board / Audit Committee. 17.2.4 Reviewing above policy.

Yes √

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Audit Committee’s Report To The Shareholders, Prinsiri Public Company Limited (the company) The Audit Committee Consists of Independent Directors 3 members, headed by Ms. Anchalee Pipatanasern as Chairman of the Audit Committee. Mr. Witaya Danthamrongkul and Ms. Monpaka Vongsa as Director of the Audit Committee. Each director is independent and is not an employee of Prinsiri Public Company Limited (the company). In 2014, the Audit Committee held 4 meetings with the directors to attend every meeting. The performance report to the Board of Directors. On a quarterly basis summarized as follows: 1. Review financial report and adequate disclosure of data by coordinating with auditors. Internal auditors and the Executive responsible for financial reporting, including quarterly and annual before submission to the responsible for the supervision agencies.(Regulators) 2. Reviewing the efficiency of the internal control and internal audit by co-reviewing with the auditor and internal auditors. 3. Discussing and considering scope of inspection and inspection plan of the internal auditors and auditor to relate and support each other for financial auditing. 4. Proposing the Board of Directors to appoint the auditor of the Company for the year 2014. By nominating Mrs. Vilairat Rojnuckarin and/or Miss Somjintana Polhirunrat and/or Mr.Wisut Petpanichkul of DIA International Auditing also considering the auditing remuneration for the approval from the Board. 5. A meeting with the auditor without management specifically attends every quarter. 6. Reviewing compliance with guidelines for listed companies on the Securities Exchange of Thailand and relevant laws and regulations. 7. Reviewing internal audit charter to the Board of Directors to be up-to-date and respond to the Company’s environment and business operation. 8. Consider the disclosure of transactions to be accurate and complete. 9. Other business as assigned by the Board of Directors and the Committee agreed to do so. In summary, the overall the Committee is of the view that the Company’s financial statements for the fiscal year 2014 are correctly formulated according to the generally accepted accounting principles with adequate disclosure of information. The internal control system for efficiency assessment is sufficient. All transactions comply with laws and regulations. The management has committed to run the Company’s business within good moral framework. The Internal Audit team reports its inspection directly to the Audit Committee and monitors recommended corrective action progressively and regularly.

(Mrs. Anchalee Pipatanasern ) Chairman of the Audit Committee March 10, 2015

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