PF: Annual Report 2013

02

Message from the Board of Directors

04

Financial Information

05

Company and Subsidiaries Information

11

Nature of Business and Revenue Structure

26

Management Structure

CONTENTS 52 Products and Services

123 Explanation and Analysis

80

Managements

144 Report of Independent Auditor

86

145

Securities and Shareholder

Details of Positions

88 Executives’remuneration

42 Board of Directors 44

90 Corporate governance

Business Policy and Overview

45

Project Informatom

51 Map

Corporate Social Responsibility

72

40

Organization Chart

116

96

Connected Transactions

108

Risk Factors

112

Internal Control

Statements of financial position

157

Notes to Consolidated financial statements

209

The Board of Directors’ Responsibilities

210 Audit Committee Report 2013

212 Auditor Fee Accuracy

Sanctification Form

Message From The Board of Directors Significant challenges to the real estate industry emerged in 2013, when the overall economy slowed down, leading to the decline in demand in nearly all sectors with some signs appearing near the second quarter. Moreover, the higher household debt has eroded consumer confidence and purchasing power and led commercial banks to tighten lending criteria. Political instability intensifying in the fourth quarter – normally the best-selling season – exacerbated the situation. The company’s operating results in 2013 consequently ended below our targets.

In 2013, the company’s sale revenue stood at Bt10,601 million, a decrease by 19%. The sale revenue of single houses and townhouses dropped by 6% while that of condominiums plunged by 42%, due to the rescheduling of new project launches. Sale of condominium projects would start only when the projects’ Environmental Impact Assessment (EIA) is approved. Revenue from the condominium segment expanded by 78% to Bt2,100 million as construction works were quickened to speed up unit transfer. This increased the number of completed and sellable projects from 2 to 4. Moreover, the company also earned Bt514 million from the establishment of the Uniloft Property Fund, which invests in a dormitory in Salaya, aside from Bt530 million from land sale.

Nevertheless, the investment in new and existing projects boosted the 2013 operating expenses, causing a discrepancy on revenue which was expected to meet the expenses. In the fourth quarter, revenue from single houses – of which gross profit margin is higher than condominiums’ – was Bt1,000 million below target due to the circumstances mentioned above.

This negatively affected the company’s profitability. Though expenses in some projects were postponed, this could just ease some of the impacts. The net profit was thus as low as Bt82.9 million.

For 2014, the company is waiting for clarity in the political condition before plotting the business plans. Political turbulence has become a primary factor depressing economic growth and consumer confidence, but this is expected to ease in the second half. In the first half of the year, the company plans to delay the construction of single houses and release the inventory completed in the fourth quarter of 2013. Meanwhile, completed condominium units worth totally Bt8,000 million, available for sale, should help boost the company’s revenue. The favorable locations remain those near mass transit routes. The company will also proceed with the strategy to create distinct house and condominium products. Home designs have been consistently changed, some through new colors and others through new materials. However, the home plans are designed for maximum usable space. The cooperation with SCG Heim to capture upper middle-income earners will also be extended, to cover four more locations. Home designs for the projects will also be adjusted, to add some features appropriate for Thai climate into the authentic Japanese style.

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The company plans to launch 20 new projects with combined value of Bt23,185 million: 10 single houses and townhouses projects worth Bt9,170 million; 7 condominium projects worth Bt9,465 million; and 3 provincial projects in Chiang Mai, Hua Hin and Khao Yai. The company also plans to establish a Bt500 million real estate investment trust (REIT) to invest in the Uniloft Chiangmai project, sell non-core businesses as well as vacant land plots, reduce the advertising budget, and control the administrative expenses. These strategies are to reduce the interest burden and boost the company’s earnings.

In the past year, corporate social responsibility became an issue in focus.

The Board of Directors considers that listed companies will grow sustainably if having goals to grow relevant society. The company’s business direction was adjusted to be in line with good governance practices, with responsibility to society and the environment. The operating practices incorporated organizational ethics and the CSR Best Practices on social and environmental responsibility. This is to be in line with the best practices for socially-responsible businesses and the Stock Exchange of Thailand’s CSR Best Practices for stocks in the property and

Dr. Thawatchai Nakata Chairman

Mr.Chainid Adhyanasakul Chief Executive Officer

ANNUAL REPORT 2013 PROPERTY PERFECT

construction sector.

On behalf of the Board of Directors, let me extend the gratitude to all shareholders, customers, investors, business partners, and financial institutions who have given the company supports. Thanks also go to all executives and employees who patiently and devotedly completed their tasks throughout the past year.

03

Financial Information Property Perfect Public Company Limited.

Financial Position (Unit : Million Baht) Total Assets Project Development Cost and Land for Development Inventories Total Liabilities Shareholders’ Equity Operation Results (Unit : Million Baht) Sales Total Revenue Gross Margin Net Income Financial Ratio Net Profit (%) Return on Equity (%) Return on Total Asset (%) (%) Debt to Equity Ratio Current Ratio Per Share Data (Unit : Baht)* Net Income per Share Dividend Book value Note: The company split par from Bt6 to Bt1 on 6 May 2011.

04

2013

2012

2011

30,668 22,989 34,316 22,022 8,646

26,176 21,637 31,582 17,545 8,631

21,666 17,984 13,974 7,691

11,011 11,229 3,646 41

9,094 9,270 3,273 203

8,081 8,221 2,932 488

0.37 0.48 0.15 2.55 2.11

2.19 2.48 0.85 2.03 1.99

5.89 6.51 2.34 1.82 1.80

0.01 1.50

0.05 0.03 1.53

0.10 0.04 1.63

Company and Subsidiaries Information

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Company Information Name : Property Perfect Public Company Limited Type of Business : Real Estate Development Head Office : 17th Flr., Vorasombat Bldg.,100/1 Rama IX Road, Huaykwang, Bangkok 10310.

Business Registration Number : 0107536001231 Home Page : www.pf.co.th Telephone Number : 0-2245-6640-7 Fax : 0-2247-3328 No. of Paid-up Share : 5,782,930,655 Shares (31 December 2013) Par Value : Baht 1 Paid-up Capital : Baht 5,782,930,655

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Legal Entity, The company hold 10% up

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Type of Business : Address : Telephone Number : Fax : No. of Paid-up Share : Par Value : Paid-up Capital : Percentage of Investment:

Real Estate Development 17th Flr., Vorasombat Bldg.,100/1 Rama IX Road, Huaykwang, Bangkok 10310.

0-2245-6640-7 0-2246-0733 120,000,000 Shares Baht 10 Baht 1,200,000,000 100%

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Type of Business : Address : Telephone Number : Fax : No. of Paid-up Share : Par Value : Paid-up Capital : Percentage of Investment:

Real Estate Development 17th Flr., Vorasombat Bldg.,100/1 Rama IX Road, Huaykwang, Bangkok 10310.

0-2245-6640-7 0-2246-0733 10,000,000 Shares Baht 100 Baht 1,000,000,000 100%

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Type of Business : Address : Telephone Number : Fax : No. of Paid-up Share : Par Value : Paid-up Capital : Percentage of Investment:

Real Estate Development 17th Flr., Vorasombat Bldg.,100/1 Rama IX Road, Huaykwang, Bangkok 10310.

0-2245-6640-7 0-2246-0733 10,000,000 Shares Baht 100 Baht 1,000,000,000 100%

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Type of Business : Address : Telephone Number : Fax : No. of Paid-up Share : Par Value : Paid-up Capital : Percentage of Investment:

06

Real Estate Development 17th Flr., Vorasombat Bldg.,100/1 Rama IX Road, Huaykwang, Bangkok 10310.

0-2245-6640-7 0-2246-0733 2,000,000 Shares Baht 100 Baht 200,000,000 100%

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Type of Business : Address : Telephone Number : Fax : No. of Paid-up Share : Par Value : Paid-up Capital : Percentage of Investment:

Real Estate Development – Shopping Center and Commercial Area 17th Flr., Vorasombat Bldg.,100/1 Rama IX Road, Huaykwang, Bangkok 10310.

0-2245-6640-7 0-2246-0733 1,267,535,714 Shares Baht 5 Baht 6,337,678,570 93.31%

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Type of Business : Address : No. of Paid-up Share : Par Value : Paid-up Capital : Percentage of Investment:

Investment and Oversea Real Estate Development 1 Raffles Place, #28-02 One Raffles Place, Singapore 048616 1 Share 1 SGD$ 1 SGD$ 100%

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Type of Business : Address : Telephone Number : Fax : No. of Paid-up Share : Par Value : Paid-up Capital : Percentage of Investment:

Fitness and Clubhouse Management 19th Flr., Vongvanich B Bldg.,100/52 Rama IX Road, Huaykwang, Bangkok 10310.

0-2645-1406-8 0-2645-1409 50,000 Shares Baht 100 Baht 5,000,000 100%

Type of Business : Address : Telephone Number : Fax : No. of Paid-up Share : Par Value : Paid-up Capital : Percentage of Investment:

Construction 27th Flr., Vongvanich B Bldg.,100/89 Rama IX Road, Huaykwang, Bangkok 10310.

0-2246-2095 0-2246-2020 1,000,000 Shares Baht 100 Baht 100,000,000 100%

ANNUAL REPORT 2013 PROPERTY PERFECT

¼ ° ªÜÛàáßâÐáÖÜÛ ©ÎÛÔØÜØ ªÜÚÝÎÛæ ³ÖÚÖáÒÑ

07

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Type of Business : Address : Telephone Number : Fax : No. of Paid-up Share : Par Value : Paid-up Capital : Percentage of Investment:

Service Apartment 17th Flr., Vorasombat Bldg., 100/1 Rama IX Road, Huaykwang, Bangkok 10310.

0-2245-6640-7 0-2246-0733 13,250 Shares Baht 100 Baht 1,325,000 100%

·ÒßÓÒÐá ·ßÒÓÎÏ ªÜÚÝÎÛæ ³ÖÚÖáÒÑ

Type of Business : Address : Telephone Number : Fax : No. of Paid-up Share : Par Value : Paid-up Capital : Percentage of Investment:

Manufacturer and Install Prefab Structures 17th Flr., Vorasombat Bldg.,100/1 Rama IX Road, Huaykwang, Bangkok 10310.

0-2245-6640-7 0-2246-0733 250,000 Shares Baht 10 Baht 2,500,000 51%

´ÎßÖæÎ ºáâÓÓ ªÜÚÝÎÛæ ³ÖÚÖáÒÑ

Type of Business : Address : Telephone Number : Fax : No. of Paid-up Share : Par Value : Paid-up Capital : Percentage of Investment:

Real Estate Development – Shopping Center and Commercial Area 17th Flr., Vorasombat Bldg.,100/1 Rama IX Road, Huaykwang, Bangkok 10310.

0-2245-6640-7 0-2246-0733 3,500,000 Shares Baht 100 Baht 350,000,000 100%

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Type of Business : Address : Telephone Number : Fax : No. of Paid-up Share : Par Value : Paid-up Capital : Percentage of Investment:

08

Real Estate Development 20th Flr., Vorasombat Bldg.,100/1 Rama IX Road, Huaykwang, Bangkok 10310.

0-2645-0111 0-2645-0380 1,780,000,000 Shares Baht 1 Baht 1,780,000,000 20.22%

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Type of Business : Address : Telephone Number : Fax : No. of Paid-up Share : Par Value : Paid-up Capital : Percentage of Investment:

Real Estate Development – Shopping Center and Commercial Area 17th Flr., Vorasombat Bldg.,100/1 Rama IX Road, Huaykwang, Bangkok 10310.

0-2245-6640-7 0-2246-0733 5,000,000 Shares 100 Baht 400,200,000 Baht 93.31%

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Type of Business : Address : No. of Paid-up Share : Par Value : Paid-up Capital : Percentage of Investment:

Real Estate Development and Hotel Business in Japan 30-3, Sarugaku-cho, Shibuya-ku, Tokyo, Japan 16,520 Shares JPY 30,769 JPY 252,173,640 69.01%

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Type of Business : Address : No. of Paid-up Share : Par Value : Paid-up Capital : Percentage of Investment:

Hotel Management 128-1 Tokiwa, Akaigawa-mura, Yoichigun,Hokkaido, Japan 610 Shares JPY 1,230,000 JPY 750,000,000 69.01%

ANNUAL REPORT 2013 PROPERTY PERFECT

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Reference Auditors

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Mr.Supachai Phanyawattano EY Office Limited (Formerly known as Ernst & Young Office Limited) 33rd Floor, Lake Rajada Office Complex 193/136-137 New Rajadapisek Road, Bangkok 10110 Tel. 0-2264-0777, 0-2661-6190 Fax. 0-2264-0790, 0-2661-9192

Legal Advisor

Banchong and Vidhya Law Office 9th Floor., Wall Street Tower 33/35, 33/39-40 Surawong Road, Kwaeng Suriyawongse , Bangrak, Bangkok 10500 Tel. 0 2236-2334 Fax. 0 2236-3916

Share Registrar

Thailand Securities Depository Co., Ltd 4th , 6th -7th Flr. ,The Stock Exchange of Thailand Bldg., 62 Ratchadaphisek Road, Klongtoey, Bangkok 10110 Tel. 0-2359-1200 -1 Fax. 0-2359-1259

Property Valuation

Agency for real estate affairs Co., Ltd .

10 Nonsi Rd., Nonsi, Yannawa, Bangkok 10120 Tel.0-2295-3905 Fax. 0-2295-1154 Brooke Real Estate Limited 20th Floor., Unit 2005-6, The Millennia Tower, 62 Langsuan Road, Lumpini, Pathumwan, Bangkok 10330 Tel. 0-2652-6300 Fax.0-2652-639 Thai Property Appraisal Lynn Phillips Co., Ltd. 11th Floor, RS Tower Building, 121/47-48 Rachadaphisek Rd., Dindaeng, Bangkok 10320 Tel. 0-2641-2128-32 Fax. 0-2641-2134

Nature of Business

ŠÎĂ?Ă˜Ă”Ă&#x;ĂœĂ˘Ă›Ă‘ ÎÛÑ Â´ĂŽĂ—ĂœĂ&#x; Â´Ă–Ă™Ă’Ă ĂĄĂœĂ›Ă’Ă Property Perfect Public Company Limited was established on 14 August 1985 by the group of Maneeya Estate’s operators, with initial registered capital of Bt300,000. On 19 October 1993, the company was registered as a public company and on 1 June in the same year, it was listed on the Stock Exchange of Thailand in the Property Sector.

The company has extensively expanded the business and undergone capital increases and reduction. As of 31 December 2013, the company’s registered capital stood at Bt5,961.16million or 5,961.16 million shares at Bt1 par value while the paid-up capital totaled Bt5,782.93 million or 5,782.93 million shares at Bt1 par value. ( The company registered a change in the par value from Bt6 a share to Bt1 on 6 May 2011).

ANNUAL REPORT 2013 PROPERTY PERFECT

Â´ĂŽĂ—ĂœĂ&#x; ÒãÒÛåà ÖÛ ĂĄĂ•Ă’ Ă?ĂŽĂ ĂĄ š ĂŚĂ’ĂŽĂ&#x;Ă 2011 : w ,QYHVW %W PLOOLRQ LQ QHZ VKDUHV RI %ULJKW 'HYHORSPHQW &RPSDQ\ /LPLWHG RZQHG VXEVLGLDU\ ZKLFK LQFUHDVHG capital to Bt1,000 million. w (VWDEOLVK 8 , &RQVWUXFWLRQ %DQJNRN &RPSDQ\ /LPLWHG WR SURYLGH FRQVWUXFWLRQ VHUYLFHV ZLWK UHJLVWHUHG FDSLWDO RI Bt100 million (Bt50 million paid-up). w $SSRLQW HLJKW SHUVRQV WR WKH QHZ H[HFXWLYH FRPPLWWHH HIIHFWLYH RQ )HEUXDU\ w $SSRLQW DQ LQGHSHQGHQW GLUHFWRU WR UHSODFH WKH RQH ZKR WHQGHUHG UHVLJQDWLRQ w &DQFHO WKH UHVHUYH RI FRPPRQ VKDUHV DQG DFFRUGLQJO\ UHGXFH WKH UHJLVWHUHG FDSLWDO E\ %W PLOOLRQ w 6SOLW SDU IURP %W WR %W w ,QFUHDVH FDSLWDO E\ LVVXLQJ QHZ FRPPRQ VKDUHV w (VWDEOLVK DQ DIILOLDWH QDPHO\ 3HUIHFW 3UHIDE &RPSDQ\ /LPLWHG ZLWK UHJLVWHUHG FDSLWDO RI %W PLOOLRQ %W PLOOLRQ SDLG XS

w (VWDEOLVK 8QLORIW 6HUYLFH 7KDLODQG &RPSDQ\ /LPLWHG DV D VXEVLGLDU\ ZLWK UHJLVWHUHG FDSLWDO RI %W

11

w ,QFUHDVH 3HUIHFW 6SRUW &OXE &RPSDQ\ /LPLWHGtV UHJLVWHUHG FDSLWDO E\ %W PLOOLRQ WR %W PLOOLRQ WR ILQDQFH WKH LQYHVWPHQW LQ True Coffee shops inside the projects’ clubs. w $FTXLUH FDSLWDO LQFUHDVH VKDUHV RI 'DLGRPRQ *URXS 3XEOLF &RPSDQ\ /LPLWHG RIIHUHG WKURXJK D SULYDWH SODFHPHQW DQG tender for the remaining shares through a mandatory tender offer. w 'LVSRVH DOO VKDUHV KHOG LQ &HQWUHSRLQW 6KRSSLQJ 0DOO &RPSDQ\ /LPLWHG WR 'DLGRPRQ *URXS 3XEOLF &RPSDQ\ /LPLWHG at the price of Bt400.2 million. We Retail paid for the shares through its capital-increase shares.

2012 : w $SSURYH WKH LVVXDQFH RI ZDUUDQWV IRU H[LVWLQJ VKDUHKROGHUV ZKR VXEVFULEHG IRU WKH &RPSDQ\tV ULJKWV RIIHULQJ VKDUHV as approved by shareholders at the 29 April 2011 annual meeting. w $SSURYH WKH DOORFDWLRQ RI QHZ VKDUHV DV HQGRUVHG E\ WKH VKDUHKROGHUV PHHWLQJ RQ $SULO w :LQ WKH 6WRFN ([FKDQJH RI 7KDLODQGtV VHOHFWLRQ DV RQH RI VWRFNV IRU 6(7 FDOFXODWLRQ w ,QYHVW LQ -DSDQ WKURXJK VXEVLGLDU\ 3URSHUW\ 3HUIHFW ,QWHUQDWLRQDO 3WH /WG 33, ZKLFK ERXJKW VKDUHV LQ 6KDUH Group Co.,Ltd. (SG) and its assets, Kiroro Resort on Hokkaido Island. The assets cover a 292-rai land plot, 2 hotel buildings with 422 rooms, hotel fixtures, and ski equipment. w $SSRLQW WKH UHSODFHPHQW IRU D UHVLJQLQJ LQGHSHQGHQW GLUHFWRU w 3D\ DQ DGGLWLRQDO VXP IRU 8 , &RQVWUXFWLRQ %DQJNRN &R /WG ZRUWK %W D VKDUH IRU QHZ VKDUHV ZKLFK UDLVHG WKH wholly-owned subsidiary’s capital to Bt100 million. w $SSURYH WKH SXUFKDVH VKDUHV RI :H 5HWDLO 3XEOLF &RPSDQ\ /LPLWHG D VXEVLGLDU\ RIIHUHG DW %W DSLHFH or a total of Bt400,303,226.40. The new shares boosted the Company’s stake in We Retail to 727,824,048 shares or 91.05%.

12

ANNUAL REPORT 2013 PROPERTY PERFECT

2013 : w (VWDEOLVK D ZKROO\ RZQHG VXEVLGLDU\ &KLDQJPDL 'HYHORSPHQW &RPSDQ\ /LPLWHG ZLWK WKH UHJLVWHUHG DQG SDLG FDSLWDO of Bt200 million, consisting of 2 million shares at Bt100 par value. w 5HVROYH WR LVVXH ORQJ WHUP GHEHQWXUHV ZRUWK QR PRUH WKDQ %W PLOOLRQ DQG VKRUW WHUP ERQGV ZRUWK QR PRUH WKDQ Bt2,000 million. w 6XEVFULEH WR :H 5HWDLO 3XEOLF &RPSDQ\ /LPLWHGtV FDSLWDO LQFUHDVH VKDUHV WR PDLQWDLQ WKH VKDUHKROGLQJ UDWLR ([LVWLQJ shareholders were offered 5 new shares for every 8 existing shares, at Bt1.10 apiece, or a total of Bt500.4 million. The company’s shareholding ratio is 93.31 w ,QFUHDVH WKH FDSLWDO RI VXEVLGLDU\ 8QLORIW 6HUYLFH 7KDLODQG &RPSDQ\ /LPLWHG E\ %W IURP %W 2QO\ 25% of the newly-raised capital is paid up, worth Bt1,225,000. w %X\ DOO VKDUHV RI 0DUL\D 6WXII &RPSDQ\ /LPLWHG ZKLFK RZQV WKH OHDVLQJ ULJKW RQ D ODQG LQ %DQJ .DSL DW %W PLOOLRQ This turns Mariya into a subsidiary w &R LQYHVW LQ 8QLORIW 3URSHUW\ )XQG ZKLFK RZQV D GRUPLWRU\ EXLOGLQJ QHDU 0DKLGRO 8QLYHUVLW\ 6DOD\D &DPSXV 7KH investment is capped at 3.3% of all unit trusts.

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»ÕÒ ºÕÎßÒÕÜÙÑÒß à ºáßâÐáâßÒ The company and subsidiaries operate in the property development business, with the focus in single houses and condominiums in the Greater Bangkok. Consolidated revenue from the sale of vertical and horizontal residential development projects as of 31 December 2013 are as follows;

¹ÒÎÙ ¬àáÎáÒ «ÒãÒÙÜÝÚÒÛá ¼ÛÖáà

ªÜÛàáßâÐáÖÜÛ ©âàÖÛÒàà ¼ÛÖáà

Retail ©âàÖÛÒàà ¼ÛÖá

Property Perfect Public Company Limited

100% U&I Construction Bangkok Co.,

93.31% We Retail Plc.

100% Perfect Sport Club Co., Ltd. ****

100% Estate Perfect Co., Ltd.

51.00% Perfect Prefab Co., Ltd.

100% Centrepoint Shopping Mall Co., Ltd.

100% Uniloft Service (Thailand) Co., Ltd.

100% Bright Development Bangkok Co., Ltd.

ºÒßãÖÐÒà ¶ßÖÒÛáÒÑ ¼ÛÖáà

100.00% Mariya Stuff Co., Ltd.*

100% Residence Number Nine Co., Ltd. 100% Chaingmai Development Co., Ltd. 100% Property Perfect International Co., Ltd. 20.22% Krungtep Land Plc.**

69.01% Share Group Co., Ltd.

69.01% Kabushiki Kaisha Kiroro Associates Co., Ltd.

51.00% Riverside Homes Development Co., Ltd.***

Note : * Not operational yet ** Details in shareholder section of Krungtep Land Plc. (The Affiliates) *** Develop “The Pano” condominium. The remaining 49% stake is owned by a Singaporean group, represented by Fraser (Thailand) Pte. Ltd. **** Rename form Perfect Satellite Service Co., Ltd.

The company’s investment in subsidiaries and affiliates can be put into 4 main categories as Real Estate Development , Construction Business Units and Services ,Retail Business Unit and Service-Oriented Units.

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·ßÜÝÒßáæ «ÒãÒÙÜÝÚÒÛá ¼ÛÖáà The company and subsidiaries are mainly involved with the property development for sale. The projects involve the development of single detached houses, townhouses, and condominiums. The company and subsidiaries normally put the construction of designed houses in the hands of contractors, but the construction process will be inspected by in-house engineers and architects at all stages.

The company has ventured into construction business, through the establishment of a subsidiary which mainly serves the company and subsidiaries, to help reduce the construction cost. This is on top of the contracts with outside construction companies. The Company also set up new subsidiaries to support the development of community malls, office buildings and commercial properties and to invest in the property development business overseas. Details are as follows;

·ßÜÝÒßáæ ·ÒßÓÒÐá ·âÏÙÖÐ ªÜÚÝÎÛæ ³ÖÚÖáÒÑ »ÕÒ ªÜÚÝÎÛæ Developing housing estates and condominiums. As of 31 December 2013, a total of 37 projects are under development with outstanding value of Bt28,682 million

¬àáÎáÒ ·ÒßÓÒÐá ªÜ ³áÑ ºâÏàÖÑÖÎßæ Estate Perfect Company Limited, (“Estate”) is located at 100/1 Varasombat Bldg., Floor 17th, Rama IX Road, Huay Khwang, Bangkok. It was established in 1994, to develop single houses and townhouses, with focus on potential locations.

As of 31 December 2009, Estate was registered with Bt1,000 million of capital, all paid-up, consisting of 100 million shares at Bt10 par value. The company owns the entire 100% stake.

Estate is now capitalized at Bt1,200 million, following the Board of Directors’ resolution in January 2010 to raise the capital from Bt1,000 million to Bt1,200 million. In January 2013, the company then issued 20,000,000 new shares at Bt10 par while the paid-up capital totaled Bt1,200 million. The company now owns 100% of Estate.

As of 31 December 2013, Sale of Estate’s 7 projects is underway, and the remaining value of the unsold units is Bt4,551million.

Estate’s 5 directors are: Name Position 1. Mr.Chainid Adhyanasakul Director 2. Mr.Pramote Rermyindee Director 3. Mr.Pornswat Katechulasriroj Director 4. Mr.Nantachart Kliebphipat Director 5. Mr.Krittapas Pongpakawat Director

ANNUAL REPORT 2013 PROPERTY PERFECT

15

16

©ßÖÔÕá «ÒãÒÙÜÝÚÒÛá ©ÎÛÔØÜØ ªÜ ³áÑ ºâÏàÖÑÖÎßæ Bright Development Bangkok Co.,Ltd. (“Bright”) is Located at 100/1 Vorasombat Building (17th flr), Rama IX Road, Huay Kwang, Bangkok, Bright Development was established on 2007 for condominium development. Bright Development is capitalized at Bt1 million .

As of 31 December 2009, Bright’s registered capital increased by Bt499 million to Bt500 million from Bt1 million.

In February 2011, Bright resolved to raise the capital from Bt500 million to Bt1,000 million, all paid up. The company holds 100% in Bright.

Bright embarked on the project to develop premium dormitories, specifically for students, under “Uniloft” brand. The project to create “extraordinary campus living” experience focuses on famous universities. At present, it is developing two Uniloft projects which are valued at Bt1,000 million – Uniloft near Chiangmai University in Chiang Mai and Uniloft near Mahidol University in Salaya, Nakhon Pathom. In 2013, the company sold the Uniloft Salaya project to a property fund and plans to sell the Uniloft Chiang Mai project to a property fund in 2014.

As of 31 Dcember 2013, Bright planned 8 condominium projects and,the remaining value of unsold units is Bt3,087million.

Researches showed a significant growth in residential demand near educational campuses. Bright plans to launch 2 condominium projects under “Uniloft” brand, in Bangna and Salaya areas, with combined value of Bt2,380 million.

Bright’s 6 directors are; Name Position 1. Mr.Chainid Adhyanasakul Director 2. Mr.Pramote Remyindee Director 3. Mr.Pornswat Katechulasriroj Director 4. Mr.Wicharn Siriwetwarawut Director 5. Mr.Surasak Vacharapongpreecha Director 6. Mr.Sumeth Suwajanakorn Director

¹ÒàÖÑÒÛÐÒ µâÚÏÒß µÖÛÒ ªÜÚÝÎÛæ ³ÖÚÖáÒÑ ºâÏàÖÑÖÎßæ Residence Number Nine Company Limited (“Residence”) is located at 100/1 Vorasombat Building (17th flr), Rama IX Road, Huay Kwang, Bangkok, is capitalized at Bt1,000 million with 10 million shares at Bt100 par value. Owned 100% by the company, The subsidiary is tasked to develop low-rise small-scale housing projects in potential locations.

Its target groups are new families, looking for single houses and townhouses valued between Bt1.7-Bt3 million.

Established in 2008 and In January 2010 , Residence becomes a subsidiary as the company. It is capitalized at Bt1,0000 million or 100% from old shareholders at Bt507 million. Residence’s original shareholders had no connection with the company or the transaction. Residence was taken over as the company planned to develop single houses and townhouses on a 170-rai plot in Bang Buathong, Nonthaburi, which is the only piece of asset of Residence.

As of 31 December 2013, Residence’s 3 projects are now marketed , The remaining value of unsold units is Bt2,216 million. (See details in No.2.1 Product and Service ) In 2014, Residence expands its business to Chiang Mai province, lured by its potential and increasing residential demand. The project, under the “Perfect Place” brand, is valued at Bt960 million Residence’s 5 directors are: Name Position 1. Mr.Wicharn Siriwetwarawut Director 2. Mr.Nantachart Kliebphipat Director 3. Mr.Sanpetch Sukkasem Director 4. Mr.Pornchai Ketlek Director 5. Mr.Krittapas Pongpakawat Director

ANNUAL REPORT 2013 PROPERTY PERFECT

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ªÕÖÎÛÔÚÎÖ «ÒãÒÙÜÝÚÒÛá ªÜÚÝÎÛæ ³ÖÚÖáÒÑ ºâÏàÖÑÖÎßæ Chiangmai Development Company Limited (“Chiangmai”) is located at 100/1 Vorasombat Building (17th fl.), Rama IX Road, Huay Kwang, Bangkok. It is registered with Bt200 million capital 2 million shares at Bt100 par value. The company holds 100% in the subsidiary.

Established on 21 February 2013 with fully paid-up capital of Bt200 million, the subsidiary is tasked to expand the company’s residential development business. Its focus is on low-rise development in Chiang Mai province. The subsidiary has not yet launched any project.

Chiangmai’s 4 directors are: Name Position 1. Mr.Chainid Adhyanasakul Director 2. Mr.Pramote Rermyindee Director 3. Mr.Wongsakorn Prasitvipat Director 4. Mr.Wasan Srirattanapong Director

·ßÜÝÒßáæ ·ÒßÓÒÐá °ÛáÒßÛÎáÖÜÛÎÙ ·áÒ ³áÑ ºâÏàÖÑÖÎßæ Property Perfect International Pte.Ltd. (PPI), located at 1 Raffles Place, #28-02 One Raffles Place, Singapore 048616, established on 12 July 2012, has paid-up capital of 1 Singapore dollar. Owned 100% by the Company, PPI will invest in overseas property development business.

At the 4/2012 meeting on 27 August 2012, the Board of Directors approved PPI’s investment in Share Group Co.,Ltd. (SG)’s common shares. Established in Japan, SG operates a property development and hotel businesses in Japan.

The 8,200 capital-increase shares were bought at 9,033 yen apiece or a total of 74,070,600 yen , approximately Bt29,998,593 (at the exchange rate of 100 yen for Bt40.50). PPI also bought 3,200 shares from SG’s existing shareholders at the same price for a total of 28,905,600 yen, approximately Bt11,706,768. The 11,400 shares cost about Bt41,705,361 in total. After the recapitalization, SG’s capital rose to 923,070,000 yen or 30,000 common shares. Of that, 252,173,640 yen (16,520 shares) were paid up, showing PPI’s 69.01% stake in SG. PPI’s 4 directors are: Name Position 1. Mr.Bhichai Rattakul Chairman 2. Dr.Tawatchai Nakata Director 3. Mr.Chainid Adhyanasakul Director 4. Miss. Chong Weiyi Director

ANNUAL REPORT 2013 PROPERTY PERFECT

ºÕÎßÒ ®ßÜâÝ ªÜ ³áÑ ºâÏàÖÑÖÎßæ ÜÓ ·ßÜÝÒßáæ ·ÒßÓÒÐá °ÛáÒßÛÎáÖÜÛÎÙ ·áÒ ³áÑ Share Group Co., Ltd. (SG), located at 30-3, Sarugaku-cho, Shibuya-ku, Tokyo, Japan, is incorporated under the Japanese law for the investment in property development and hotel business. Its registered capital is 923,070,000 yen (30,000 common shares) while 252,173,640 yen or16,520 shares. PPI’s holding of 11,400 shares represent 69.01%.

At the 4/2012 meeting on 27 August 2012, the Board of Directors approved SG’s investment in all shares of and loan claims against Kabushiki Kaisha Kiroro Associates Co.,Ltd. (KA), from Mitsui Fudosan Resort Co.,Ltd. The 100% shares were bought at the cost of 1 yen, or approximately Bt0.4050 (at the exchange rate of 100 yen for Bt40.50) . SG will take over the claim on a loan to KA from Mitsui Fudosan Company Limited. The loan is valued at 1,300,599,058 yen: 1,300,000,000 yen in principle and 599,058 yen in interest. In Thai baht, it is worth Bt526,742,619. The claim is valued at 160,000,000 yen or Bt64,800,000, creating a return of Bt64,800,000.41.

The Board also approved SG’s purchase of Kiroro Resort from Mitsui Fudosan Resort Co.,Ltd for about Bt490 million. Kiroro Resort is a ski resort on Hokkaido, Japan, owning a 292-rai land plot, 2 hotels- 422-room (with average 60% occupancy rate), and ski equipment. Plus transfer taxes of about Bt280 million, the purchase cost a total of approximately Bt770 million.

The Company plans development on the 292-rai land plot on Hokkaido, Japan thanks to its business potential.

The investment plan is under study. After the transaction, late 2012 the Company took control of the operations of 2 hotels - 422-room Kiroro Resort. Later, Since October 2013 ,Thai Airways International operated flights to Sapporo, Hokkaido. Nowadays, there are direct flights to Sapporo every day. After the takeover and a professional management, the Company is in the process of appointing a world-class operator for the property and devising the appropriate management strategies.

SG’s 9 directors are: Name Position 1. Mr.Bhichai Rattakul Chairman 2. Dr.Tawatchai Nakata Director 3. Mr.Chainid Adhyanasakul Director 4. Mr.Jesd Jesdpiyawong Director 5. Mr.Hajime Mori Director 6. Mr.Seiichi Mizuno Director 7. Mr.Yochiro Itto Director 8. Mr.Ooi Boon Aun Director 9. Mr.Vidhya Netivivat Director

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²ÎĂ?Ă˘Ă Ă•Ă–Ă˜Ă– ²ÎÖà ÕÎ ²ÖĂ&#x;ĂœĂ&#x;Ăœ Â¨Ă Ă ĂœĂ?Ă–ĂŽĂĄĂ’Ă ÂŞĂœÂ•Â“ ³åѕ Â? ²¨ Â? Â?ºâĂ?Ă Ă–Ă‘Ă–ĂŽĂ&#x;ĂŚ ĂœĂ“ ºÕÎĂ&#x;Ă’ ÂŽĂ&#x;ĂœĂ˘Ă? ÂŞĂœÂ•Â“ ³åѕÂ?

Kabushiki Kaisha Kiroro Associates Co., Ltd. (“KA�) located at 128-1, Tokiwa, Akaigawa-mura, Yoichigun, Hokkaido, Japan, is incorporated under the Japanese law for the investment in hotel management. Its registered capital is 2,460,000,000 yen or 2,000 common shares while 750,000,000 yen or Bt303,750,000 or 610 shares. After reorganized investment by Share Group Co., Ltd. (SG) (Detail of Share Group Co., Ltd. as above). SG owns the entire SG 100% stake.

KA’s 4 directors are: Name Position 1. Mr.Chainid Adhyanasakul Director 2. Mr.Hajime Mori Director 3. Mr.Mikikazu Sakurai Director 4. Mr.Methee Tanmanatrakul Director

²Ă&#x;âÛÔåÕÒĂ? ³ÎÛÑ ¡âĂ?ÙÖĂ? ÂŞĂœĂšĂ?ÎÛÌ ³ÖÚÖåÒÑ Â?¨ÓÓÖÙÖÎåÒÂ?

Krungthep Land Public Company Limited (“Krungthep Land�), was established in 1984, located at 100/1 Vorasombat Building (21st flr.), Rama IX Road, Huay Kwang, Bangkok. Krungthep Land is a property development company focusing on Bangkok and peripheral provinces.

In 2004, the company raised the registered capital form Bt500 million to Bt1,000 million and changed the par value from Bt100 to Bt10, in preparation for business expansion. In July 2004, it forged equity participation with )UDVHU 1HDYH IURP 6LQJDSRUH WKURXJK )UDVHU 7KDLODQG 3WH /WG WR GHYHORS 7KH 3DQR D FRQGRPLQLXP SURMHFW by the Chao Phraya River. The condominium on Rama III Road is developed by Riverside Homes Development Company Limited.

On 14 July 2005, Krungthep Land was transformed to a public company and in November 2005, it raised the FDSLWDO IURP %W PLOOLRQ WR %W PLOOLRQ )UDVHU 1HDYH IURP 6LQJDSRUH WKURXJK )UDVHU 7KDLODQG 3WH Ltd, then bought 50 million new shares or 33% of total. This reduced Property Perfect Public Company Limited’s stake to 20% On 22 November 2006, there was a resolution to reduce Krungthep Land’s registered capital from Bt1,700 million to Bt1,500 million, and then to raise the capital from Bt1,500 million to Bt2,100 million. New shares were issued to existing shareholders at the price of Bt10 apiece.

Krungthep Land’s shareholders at the 1/2007 extraordinary meeting approved the capital reduction from Bt2,100 million to Bt1,780 million. They also approved the Bt450 million capital increase, ( 45 million shares at Bt10 par) This increased the registered capital to Bt2,230 million.

Krungthep Land’s shareholders at the 1/2008 extraordinary meeting approved the issuance of US dollar-denominated convertible debentures at the value of Bt623.25 million, for sale to foreign investors. On 31 January 2008, the debentures were issued to Asia Investment International Limited, through the underwriting by Lombard Investment Inc.

Note : /1 Mr. Chainid Adhyanasakul is a director of the company and he is a director of Krungthep Land as the company owns a 20.22% in the Krungthep Land. Mr. Chainid Adhyanasakul is a shareholder and a director of (1) Property Perfect Public Company Limited who holds 89,166,900 shares or 1.54% as of 31 December 2013 in the company and (2) a shareholder of Thai Property Public Company Limited (formerly Rattana Real Estate Public Company Limited), who owns 29,362,500 shares or 1.04% as of 31 December 2013 in Thai Property. His shareholding in Thai Property is a personal matter and has no connection with Property Perfect Public Company Limited. : /2 Replacing a director who resigned on 16 August 2013 : /3 Appointed on 15 November 2013

ANNUAL REPORT 2013 PROPERTY PERFECT

In 2010, the company issued name-bearing secured unsubordinated bonds worth Bt1,000 million, to institutional investors or high networth investors. The bond issue, with trustee, was rated “AA+” by Fitch Ratings (Thailand) Company Limited. In November 2011, Krungthep Land amended the issuance criteria to allow a call option. It redeemed all the bonds in December 2011.

At the 1/2013 extraordinary meeting on 9 January 2013, shareholders approved the capital reduction from Bt2,230 million to Bt1,780 million and the par split from Bt10 to Bt1. The shareholders also approved the capital increase

by Bt620 million to Bt2,400 million through the issuance of 620 million new shares with Bt1 par value.

Krungthep Land is capitalized at Bt 2,400 million and paid-up at Bt1,780 million or 178 million shares at Bt1 par value. The company owns 20.22% in the company. Shareholders of Krungthep Land are as follows: Shareholders No. of shares % of total 1. Fraser (Thailand) Pte. Ltd. 720,000,000 40.45 2. Property Perfect Plc. 359,999,964 20.22 3. Mrs.Porntip Hembree 200,000,000 11.24 4. Mr.Wichai Thongtang 150,000,000 8.43 5. Mrs.Nualla-or Khunphlin 150,000,000 8.43 6. Mrs.Nada Nimkiatkhachorn 144,500,000 8.15 7. Dr.Bichit Rattakul 50,000,000 14.04 8. Minor shareholders 5,002,360 0.28 Total 1,780,000,000 100.00 Krungthep Land’s board of directors consists 11 members as follows: Name Position 1. Dr.Bichit Rattakul Chairman 2. Mr.Thongchai Kunakornporamat Director, Chief Executive Director and Chief Executive Officer 3. Ms.Wilawan Leongnarktongdee Director, Executive director 4. Mr.Chan Kin Fai Director, Executive director 5. Mr.Chainid Adhyanasakul /1 Director 6. Mr.Chia khong Shoong Director 7. Mr.Lim EE Seng Director 8. Mr.Prasong Vararattanakul Director, Independent director, Chairman of Audit Committee 9. Mr.Chalermchai Meekunaim/2 Director, Independent director, Audit Committee 10. Mrs.Anchalee Chavanit Director, Independent director, Audit Committee 11. Mr.Sanga Limthongchai /3 Director, Independent director

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ÂŞĂœĂ›Ă ĂĄĂ&#x;âĂ?ĂĄĂ–ĂœĂ› Šâà ÖÛÒà à ŸÛÖå

Âź Â? ° ÂŞĂœĂ›Ă ĂĄĂ&#x;âĂ?ĂĄĂ–ĂœĂ› ÂŠĂŽĂ›Ă”Ă˜ĂœĂ˜ ÂŞĂœĂšĂ?ÎÛÌ ³ÖÚÖåÒÑ 8 , &RQVWUXFWLRQ %DQJNRN &RPSDQ\ /LPLWHG (“U & Iâ€?), is located at 100/89 Vongvanich Building Floor 27th , Rama IX Road, Huay Kwang, Bangkok. Established in April 2011, it has Bt100 million in registered capital, consisting 1 million shares or Bt100 par value. Owning 100%, the Company initially paid 50% of the capital and paid the remaining half in November 2012. Paid-up capital is now Bt100 million.

8 ,tV PDLQ REMHFWLYH LV WR RIIHU VHUYLFHV WR FRQVWUXFW VLQJOH KRXVHV GXSOH[ KRXVHV WRZQKRXVHV DQG FRQGRPLQLXPV for the company and subsidiaries. As it will be securing direct contracts from the group, this will promise construction flexibility for the group and allow the company a better management on supply chain. The company also selected sub-contractors to control the construction cost and construction period, as well as ensure effective control on the construction volume and quality.

8 ,tV GLUHFWRUV DUH Name Position 1. Mr. Manit Yukkasemwong Director 2. Mr. Thamrong Plookchitsom Director 3. Mr. Sombat Bovornsombat Director

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¡ÒĂ&#x;Ă“Ă’Ă?ĂĄ ¡Ă&#x;Ă’Ă“ĂŽĂ? ÂŞĂœĂšĂ?ÎÛÌ ³ÖÚÖåÒÑ Perfect Prefab Company Limited (“Perfect Prefabâ€?) is located at 100/1 Vorasombat Building Floor 10th, Rama IX Road, Huay Kwang, Bangkok. Established in June 2011, it has Bt10 million in registered capital, with Bt2.5 million paid-up. The company owns 51% in Perfect Prefab, and the rest is held by Centre of Standard Precast Company Limited – which has experience in this business and has supplied prefab materials to the group for over 5 years owns 49% in the company. The partner has no connection whatsoever with the company.

The company established to manufacturer and install prefab structures, which are parts of single houses, townhouses and project fences, as well as condominiums. The automated production system is to ensure no effect from labor shortage. The company expects to benefit from the joint venture’s prefab technology. It now manufactures prefab materials for the Company’s projects, with the capacity to supply materials for the construction of 500 housing units per year.

Perfect Prefab’s 5 directors are; Name Position 1. Mr.Wicharn Siriwetwarawut Director 2. Dr.Vorasak Chakrapiyanant Director 3. Mr.Vichaya Watananukit Director 4. Mr.Phuwit Phaengsuk Director 5. Mr.Kongsak Kaewsuriyathamrong Director

¹ÒáÎÖÙ ©âàÖÛÒàà âÛÖá

¾Ò ¹ÒáÎÖÙ ·âÏÙÖÐ ªÜÚÝÎÛæ ³ÖÚÖáÒÑ ºâÏàÖÑÖÎßæ We Retail Public Company Limited (“We Retail”) is located at 100/1 Vorasombat Building Floor 17th , Rama IX Road, Huay Kwang, Bangkok. Formerly named Daidomon Group Public Company Limited (“Daidomon“) , It was incorporated accordingly to the Civil and Commercial Code on 9 October 1990 and was registered as a public company on 27 April 2001. On 18 October 2011, shareholders at the 1/2011 extraordinary meeting approved the liquidation of the restaurant business, the primary business, and the “Daidomon” trademark to Hot Pot Public Company Limited. On 15 December 2011, the subsidiary completed the liquidation. On 16 December 2011, We Retail acquired the 99.99% stake of Centrepoint Shopping Mall Company Limited (“Centrepoint”), which develops shopping malls, office buildings and commercial space, from the company. It was renamed to We Retail Public Company Limited on 29 November 2011 The company owns 1,182,714,078 shares, or 93.31% of total issued shares of 1,267,535,714. With registered capital of Bt6,337,678,570, We Retail is carrying out the development of two community malls in the West and East of Bangkok.

The malls, namely Metro West Town and Metro East Town, are expected to commence operations late 2014 and early 2015, respectively.

As of 31 December 2013, We Retail’s 7 directors are; Name Position 1. Dr.Tawatchai Nakhata Chairman 2. Mr.Chainid Adhyanasakul Director and Deputy Chairman 3. Mr.Kampol Tatiyakawee Director 4 Mr.Pramote Rermyindee Director 5. Mr.Cherdsak Kookiatnunt Independent Director, Chairman of Audit Committee 6. Mr.Chaiyakorn Boonlop Independent Director, Audit Committee 7. Mr.Sukpoj Chotikawanitch Independent Director, Audit Committee (Mr.Sukpoj Chotikawanitch pass away on 29 January 2014)

ANNUAL REPORT 2013 PROPERTY PERFECT

ªÒÛáßÒÝÜÖÛá ºÕÜÝÝÖÛÔ ´ÎÙÙ ªÜ ³áÑ ªÒÛáßÒÝÜÖÛá ºâÏàÖÑÖÎßæ ÜÓ ¾Ò ¹ÒáÎÖÙ ·ÙÐ Centrepoint Shopping Mall Co.,Ltd.(“Centrepoint”) is located at 100/1 Vorasombat Building 17th fl., Rama IX Road, Huay Kwang, Bangkok. Established in December 2007 . Centrepoint focuses on commercial development like shopping malls and rental office building.

In September 2011, the Board approved the sell-out of all 5 million shares in Centrepoint to Daidomon Group Public Company Limited worth Bt400.20 million on 16 December 2011, turning Centrepoint into a subsidiary of Daidomon Group. In return, Daidomon Group issued shares accounting for 88.06% to the Company. (Centrepoint was renamed to V Retail Public Company Limited on 24 November 2011). Centrepoint owns the leasing rights of a some of a land plot on the east side of Ratchapisek Road, planned for the development of a closed shopping mall and an office building. In August 2012, it won the leasing right for an opposite land plot on the west side of Ratchadapisek Road, which is planned for the development of a closed shopping mall.

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Bangkok Midtown Investment Phase 1 (West Side) (On sub-leased land on the west side)

Centrepoint is now developing “Bangkok Midtown” (Phase 1), a closed shopping mall on the west side of Ratchadapisek Road. The mall is built on a land plot sub-leased earlier. Initial information of the project is as follows; Bangkok Midtown Phase 1 (West Side) (On sub-leased land on the west side) Project type Closed Shopping Center Concept and Highlight Modern design and architecture, offering traveling convenience by car and MRT. Fashion products are the highlight.

Construction area 150,000 square meters Saleable area 59,000sqm Parking area For about 1,500 vehicles Investment About Bt5,000-Bt6,000 million Project detail 8-floor building (Floors G, L1-L7), with 2 underground floors (B1-B2X), consisting over 3,000 shops offering clothes, fashion products, restaurants, lifestyle products, bank offices and others.

Construction period About 2-2.5 years (2013-2015) Expected opening date Early 2016 As of 31 December 2013, Centrepoint’s 5 directors are: Name Position 1. Mr.Chainid Adhyanasakul Director 2. Mr.Pramote Remyindee Director 3. Mr.Wongsakorn prasitvipat Director 4. Mr.Pornswat katechulasriroj Director 5. Ms.Supee Reodecha Director

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´ÎßÖæÎ ºáâÓÓ ªÜÚÝÎÛæ ³ÖÚÖáÒÑ Mariya Stuff Company Limited (“Mariya”) is located at 100/1 Vorasombat Building (17th fl.), Rama IX Road, Huay Kwang, Bangkok. It is registered with Bt350 million capital (3,500,000 shares at Bt100 par value). The company holds 100% in the subsidiary. The company is tasked to develop shopping malls.

The subsidiary was established in 2004. In August 2013, the company acquired all 3,500,000 shares of Mariya with Bt100 par value, at the cost of Bt350,000,000, and now holds a 100% stake in Mariya. Mariya’s old shareholders had no connection with the company. The acquisition was to gain the leasing right of a 34-rai land plot in Khlong Kum, Bang Kapi, Bangkok. The remaining lease period of the land, reserved for a shopping mall, is 29 years and 8 months.

The company is conducting a feasibility study for the project.

Mariya’s 2 directors are: Name 1. Mr.Chainid Adhyanasakul 2. Mr.Pramote Remyindee

Position Director Director

ºÒßãÖÐÒà ÜßÖÒÛáÒÑ âÛÖáà

·ÒßÓÒÐá ºÝÜßá ªÙâÏ ªÜÚÝÎÛæ ³ÖÚÖáÒÑ Perfect Sport Club Company Limited (“Perfect sport Club”) is located at 100/52 Vongvanich B Building (19th fl.), Rama IX Road, Huay Kwang, Bangkok, was established in February 2003. it was capitalized at Bt1 million. In September 2011, The company resolved to raise the registered capital by Bt4,000,000 to Bt5,000,000, through the issuance of 40,000 new shares at Bt100 par value. The capital is fully paid-up. It is 100% owned by the company.

Formerly called Perfect Satellite Services Company Limited, Perfect Sport Club operates fitness clubs and sport clubs of the group. At present, 15 sport clubs exist.

Perfect Sport Club ’s 5 directors are: Name Position 1. Mr. Phairat Senachak Director 2. Mr. Nantachart Kiebpipat Director 3. Mr. Krittapas Pongpakawat Director 4. 2,Lt. Pratomporn Nakata Director 5. Ms. Rassamee Metavikul Director

ANNUAL REPORT 2013 PROPERTY PERFECT

¼ÛÖÙÜÓá ºÒßãÖÐÒ »ÕÎÖÙÎÛÑ ªÜÚÝÎÛæ ³ÖÚÖáÒÑ Uniloft Service (Thailand) Company Limited (“Uniloft Service”) is located at 100/1 Vorasombat Building Floor 17th , Rama IX Road, Huay Kwang, Bangkok. Established in July 2011, it has Bt100,000 in registered capital. It is 100% owned by the company. In August 2013, the registered capital was raised to Bt5,000,000 and 25% of the capital increase or Bt1,225,000 was paid up. Uniloft Service operates a serviced apartment and management services for the group’s real estate projects.

Uniloft’s 5 Directors are: Name Position 1. Mr.Saranyu Adhyanasakul Director 2. Mr. Cherdsak Kukiatnunt Director 3. Mr.Natthaphon Sueb-Am Director 4. Mr.Prathompob Intr-Bumrong Director 5. Mr.James Stevenson Worboys Director

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Management Structure The company’s management structure contains one board of directors and five subcommittees. They are directors, Audit Committee, Nominating Committee, Remuneration and Human Resources Committee, Risk Management Committee and Executive Board. Details are as follows: »ÕÒ ©ÜÎßÑ ÜÓ «ÖßÒÐáÜßà As of 31 December 2013, the board consists of 12 directors as follow: No.

Name

1 2 3 4 5 6 7 8 9 10 11 12

Dr.Tawatchai Nakhata Mr.Virayuk Puntupetch Mr.Chainid Adhyanasakul Mr.Phairat Senachack Mr.Vidhya Nativivat Ms.Sirirat Wongwattana Mr.Ooi Boon Aun Dr.Somsak Toruksa Dr.Thamnoon Anan thothai Mrs.Nuanual Swasdikula-Na-Ayudhaya Mr.Krish Follett Mr.Anuwat Maytheewibulwut* With Mr. Pramote Rermyindee as secretary

Note :

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Title

Chairman Deputy Chairman and Independent Director Director and Chief Executive Officer Director Director Director Director Director / Independent Director and Audit Committee Director / Independent Director and Audit Committee Director / Independent Director Director / Independent Director and Chairman of Audit Committee Director / Independent Director of the board

* Mr.Anuwat Maytheewibulwut resigned as director and independent director on 15 February 2014, citing other binding duties that prohibited the service

Authorised directors Authorized signatory directors are1) Dr.Tawatchai Nakhata and Mr. Chainid Adhyanasakul are duly authorized to sign documents and affix the company’s seal.2) Any one of the following directors - Dr.Tawatchai Nakhata or Mr. Chainid Adhyanasakul - is authorized to co-sign documents with one the these directors - Mr. Phairat Senachack or Miss Sirirat Wongwattana – and affix the company’s seal. 3) Dr. Tawatchai Nakhata or Mr. Chainid Adhyanasakul or Mr. Phairat Senachack or Ms. Sirirat Wongwattana can sign and affix the company’s seal on the matters involving; (1) Commerce Ministry and related units (2) Revenue Department and related units (3) Lands Department and related units

'HSDUWPHQW RI 3XEOLF :RUNV DQG 7RZQ &RXQWU\ 3ODQQLQJ DQG UHODWHG XQLWV (5) Bangkok Metropolitan Administration, Pattaya City and related units (6) Municipality, provincial administrative organizations and tambon administration organizations (7) Government agencies, or state enterprises or private organizations involved in the provision of water, electricity, telephone, postal and internet services, which are to approve service transfers, down payments settlement, down payment return, and down payment transfers.

The shareholders meeting or the Board can identify the directors with the authority to sign and affix the company’s seal.

Board of Directors’ authority and scope of responsibility The Board of Directors is authorized to make decisions and ensure that the company’s operations follow the objectives, regulations, shareholders’ resolutions and legal conditions. Its authority does not cover the decisions which must be approved by shareholders as prescribed by the Securities and Exchange Commission and the Stock Exchange of Thailand. Under the company’s regulations, the Board of Directors is authorized to appoint the executive board which will monitor the daily operations of the company under the guidelines and budget approved by the Board of Directors and handle other tasks bestowed by the Board of Directors. The executive board can approve the decisions within its power granted by the Board of Directors or have to propose the issues beyond its power for the Board of Directors’ consideration. The regulations also empower the Board of Directors to appoint other officers or other working committees to assist the executive board. ¨âÑÖá ªÜÚÚÖááÒÒ As of 31 December 2013, the audit committee consists of 3 independent director.

No.

Name

Note :

Chairman of the Audit Committee Audit Committee Audit Committee as the secretary.

* Possessing expertise in accounting (See biography of directors, executives and authorized individuals)

ANNUAL REPORT 2013 PROPERTY PERFECT

1 Mr.Krish Follett 2 Dr.Somsak Toruksa 3 Dr.Thamnoon Ananthothai* With Ms.Doungporn Rermyindee

Title

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Audit Committee’s authority and scope of responsibility 1. Supervise the company’s operations to ensure honesty, transparency, and responsibility to shareholders.

2. Ensure that the executive board and executives handle their responsibilities in an accurate, complete and standard manner.

3. Ensure the accuracy, sufficiency, and credibility of the financial results, as well ensure the accurate and sufficient disclosure through coordination with external auditors and executives who take responsible for preparing quarterly and yearly financial statements as requested by the company’s board of directors and/or the executive board.

4. Ensure appropriate and effective internal control, through the coordination with the internal auditors and auditors.

5. Appoint the auditor and set the auditor fee, which must be approved by the shareholders and based on reliability and adequacy of human resources, audit job volume made by the audit firm and experience of staffs who are in charge of the company’s accounting audit.

6. Make sure that the company follows the legal conditions set by the Securities and Exchange Commission, the Stock Exchange of Thailand and other related agencies.

7. Prevent conflicts of interest through the inspection of the transactions of the company with connected parties and through coordination with the auditor as well as consider disclosing accurate and adequate information for connected transactions and any transactions that might cause conflicts of interest.

8. Prepare the audit committee’s report and disclose the report in the annual report, which includes at least following issues.

- Opinion related to prepare the company’s financial reports and accurate and reliable information disclosure.

- Opinion concerning to sufficiency of the company’s internal control system.

- Reasons that the company’s auditor is appropriate for another term appointment.

- Opinion to comply with the Securities and Exchange Act, the Stock Exchange of Thailand’s rules and laws relevant to the company’s business.

- Other reports that should be acknowledged by shareholders and investors under scope of duty and responsibility assigned by the company’s directors.

9. Review the internal control’s reports.

10. Review the internal control’s findings. If finding or suspecting of any misconduct, or the insufficiency of the internal control, they must ask for the Board of Directors’ judgment.

11. Review the internal control’s inspection and the auditor’s recommendations, and follow through the improvements.

12. Authorize to examine, audit, call executive directors, executives, advisors, and accounting auditors to attend meeting to acknowledge information and seek independent opinions from other professional advisors if necessary to achieve in tasks under responsibility.

13. Perform other tasks assigned by the company’s board such as review of financial and risk management policy, and business ethics conducted by executives.

The audit committee has a three-year term and it will be elected by the company’s board when their terms are ended by rotation.

28

»ÕÒ «ÖßÒÐáÜß µÜÚÖÛÎáÖÛÔ ªÜÚÚÖááÒÒ The Director Nominating Committee consisted of 3 persons as of 31 December 2013.

No

1 2 3 With

Name

Dr.Somsak Mrs.Nuanual Mr.Vidhya Mr. Pramote

Toruksa Swasdikula-Na-Ayudhaya Nativivat Rermyindee

Title

Chairman of the Nominating Committee Nominating Committee Nominating Committee as secretary

ANNUAL REPORT 2013 PROPERTY PERFECT

Nominating Committee’s scope of authority and responsibility 1. Review the individuals who are fit to be the company’s directors and nominate the list to the board of directors and/or present the list to shareholders for official appointment.

2. In reviewing the individuals’ qualifications, the committee must consider their expertise, knowledge, ability and relevant experiences to ensure that the individuals’ qualifications would be useful for the company’s operations.

Besides, the committee must consider that the nominations follow the legal framework particularly when it involves the nominations for independent directors and the audit committee members.

3. In selecting independent directors and the audit committee members, the committee must take into account; (A) The nominated individuals must hold no more than 1% of the paid-up capital of the company, affiliates or subsidiaries. The percentage is inclusive of the shareholding of related individuals - their spouses and underage children.

(B) The nominated persons must not be related to the company’s executives or major shareholders.

(C) The appointed persons must not have conflicts of interest, directly or indirectly, in terms of finances or management of the company and affiliates. They must not be the company’s major shareholders.

(D) The nominated persons must have no any relationship with the company and associates in ways of vested interest, or financial or management benefit at present and over the past two years before appointed as independent directors. Such relations include - Being directors who take part in the company’s management, employees, staff members, advisers who receives a regular salary, or control authorities.

- Being professional service providers such as auditors, legal Consultants, financial advisors or price appraisers.

- Having business relationship such as buy/sell goods, provide asset buy or sell service, give or receive financial assistance etc.

(E) In case that the nominated persons serve as independent directors of other companies in the group, they must disclose such information and remuneration received from those companies.

(F) The nominated persons must not seat as any director in other listed companies in the group.

29

4. The appointed persons must be able to work and present their views with independence, free from the control from executives or major shareholders as well as their relatives.

Director Selection Committee’s authority, duty and responsibility could not be transferred to others in a way that those who are authorized by the committee can approve transactions that might lead to conflicts of interest (as defined in the Securities and Exchange Commission’s announcement) with the company or subsidiaries, or he/ she has vested interest with exception that those transactions are regarded as normal course of business with the clear scope.

To present the selected persons to the board of directors, the Selection Committee must nominate only those who will fill the available director seats. Except when the committee members could not reach an agreement, they are allowed to present all the nominated names to the board for their consideration. »ÕÒ ¹ÒÚâÛÒßÎáÖÜÛ ÎÛÑ ¯âÚÎÛ ¹ÒàÜâßÐÒà ªÜÚÚÖááÒÒ The Remuneration and Human Resources Committee consisted of 3 persons as of 31 December 2013 No.

1 Mr.Virayuk 2 Mr.Krish 3 Mr.Vidhya With Mr. Pramote

Name

Puntupetch Follett Nativivat Rermyindee

Title

Chairman of the Remuneration Committee The Remuneration Committee The Remuneration Committee as secretary.

The Remuneration and Human Resources Committee’s scope of authority and responsibility 1. Consider the company’s policies and criteria in paying the Chief Operation Officer, directors, and the company’s advisors.

2. Consider the annual salary, annual pay increase, and the interim pay increase, as well as other benefits to award all employees.

3. Consider the employment terms, regulations, and penal clauses which should be appropriate and fair.

4. The committee will report directly to the board of directors, to whom they will explain and answer all questions regarding the pays for employees at all levels.

Remuneration and Human Resources Committee’s authority, duty and responsibility could not be transferred to others in a way that those who are authorized by the committee can approve transactions that might lead to conflicts of interest (as defined in the Securities and Exchange Commission’s announcement) with the company or subsidiaries, or he/she has vested interest with exception that those transactions are regarded as normal course of business with the clear scope.

30

¹ÖàØ ´ÎÛÎÔÒÚÒÛá ªÜÚÚÖááÒÒ Risk Management Committee consisted of 4 persons as of 31 December 2013.

No.

1 2 3 4 With

Name

Mrs.Nuanual Mr.Boonliam Dr.Thamnoon Mr.Chirdsak Dr.Theerathorn

Swasdikula-Na-Ayudhaya Luangnakthongdee Ananthothai Kukiattinun Tharachai

Title

Chairman of Risk Management Committee Risk Management Committee No. Risk Management Committee Risk Management Committee as Secretary

Risk Management Committee’s scope of authority and responsibility.

1. Review and present risk management policy and acceptable risk to the company’s board for approval.

2. Supervise development and practice throughout organization to comply with risk management framework.

3. Review risk management reports to monitor important risks and proceed to ensure that the organization has sufficient and appropriate risk management.

4. Present risk of the company in overall picture, and sufficiency of internal control system to manage risk in all important aspects to the company’s board.

5. Provide suggestion about risk management to the company and revise any information concerning risk management system development.

6. Authorizes to appoint the company’s risk evaluation and monitoring working group.

7. Perform other tasks about risk management assigned by the company’s board

ANNUAL REPORT 2013 PROPERTY PERFECT

31

¬åÒÐâáÖãÒ ©ÜÎßÑ Executive Board contains 8 individuals, as of 31 December 2013.

No.

1 2 3 4 5 6 7 8

Name

Dr.Tawatchai Mr.Chainid Mr.Phairat Ms.Supee Mr.Wicharn Mr.Pornswat Mr.Wongsakorn Miss Sirirat

Nakhata Adhyanasakul Senachack Reodecha Siriwetwarawut Katechulasriroj Prasitvipat Wongwattana

Title

Chief Executive Director(Authorized Signatory Directors) Deputy Chief Executive Director(Authorized signatory Directors) Executive Director(Authorized signatory Directors) Executive Director Executive Director Executive Director Executive Director Executive Director and Secretary (Authorized signatory Directors)

Executive Committee’s authority and scope of responsibility* 1. Run the company’s daily operations under the guidelines set by the Board of Directors and within the scope of rules and regulations, as well as the company’s objectives and regulations. They are barred from transactions related to project opening and investment, not related to the company’s core business.

2. Appoint high-ranking executives to manage the company.

3. Set the annual budget for the Board of Directors’ approval.

4. Consider investment projects for the Board of Directors’ approval.

5. Review and approve land acquisition worth over Bt200 million but not more than Bt800 million. The amount must not exceed the sum approved by the Board. Any approved land purchase must be attached with the preliminary development plan and project feasibility, for the Board’s consideration.

32

6. Consider and approve borrowings and the financing of normal transactions.

- Project financing – approved the project financing worth not over Bt1,000 million per project, excluding infrastructure guarantee - Working capital – approved the borrowing of no more than Bt800 million for the working capital 7. Prepare, recommend and set business strategies for the Board of Directors.

8 Consider and approve the corporate marketing and public relations plans.

9. Evaluate the company’s performance in terms of asset management and financial management to ensure efficiency and effectiveness.

10. Conduct other tasks assigned by the Board of Directors Notably, the executive board has no authority in handing its power to any member or others to approve a connected transaction (as prescribed by the Securities and Exchange Commission) or a transaction which could pose conflicts of interest with the company or subsidiaries with exception of approval for normal course of business transactions as policy and criteria resolved by the board of directors under the Securities and Exchange Act, and the Stock Exchange of Thailand’s regulations, announcements and instructions or rules.

Note: * Revised by Board’s resolutions at the 5/2009 meeting on 14 August 2009

Note: * Revised by Board’s resolutions at the 1/2010 meeting on 22 January 2010.

ANNUAL REPORT 2013 PROPERTY PERFECT

Chief Executive Officer* Chief Executive Officer is the highest authority in the company’s management. perform duties and report operating performance to the Executive Committee, Board of Directors and shareholders as follows : 1. Set policies, direction, and strategies for the company’s business operation.

2. Set business planning, budget and authority of the company’s internal units which up to management department to seek the board’s approval.

3. Manage normal course of business activities under policies set by the company’s board, laws, conditions, regulations, memorandum of association, and the company’s rules.

4. Appointed Management Board, advisor and other directors to give advices concerning the company’s management.

5. Review and approve land acquisition worth no more than Bt500 million. The purchase must be notified to the Executive Committee, to proceed with the registration at the Lands Department.

6. Perform other tasks assigned by the company’s board.

Chief Executive Officer authority, duty and responsibility could not be transferred to others in a way that those who are authorized by Chief Executive Officer can approve transactions that might lead to conflicts of interest (as defined in the Securities and Exchange Commission’s announcement) with the company or the subsidiaries and affiliates, or he/ she has vested interest with exception that those transactions are regarded as normal course of business as policies and principles set by the company’s board. in compliance with laws governing securities and stock exchange, regulations, announcements, instructions or rules of the Stock Exchange of Thailand.

33

Executives The company’s executive team consisted of 8 members as of 31 December 2013, as defined in the Securities and Exchange Commission’s announcement No.

1 2 3 4 5 6 7 8

Name

Mr.Chainid Adhyanaskul Mr.Pramote Rermyindee Mr.Wicharn Siriwetwarawut Mr.Pornswat Katechulasriroj Mr.Wongsakorn Prasitvipat Miss Supee Reodecha Miss Sirirat Wongwatana Mr.Surasak Vacharapongpreecha

Title

Chief Executive Officer Company Secretary Deputy Chief Operating Officer 1 Deputy Chief Operating Officer 2 Deputy Chief Business Development Officer Deputy Chief Financial Officer Deputy Chief Supporting Officer Assistant Chief Financial Officer

Company Secretary In compliance with the Securities and Exchange Act BE2551’s Section 89/15, the Board of Directors must appoint the Company Secretary who will act on behalf of the company and the Board of Directors. The Board of Directors at the meeting on 11 August 2008 resolved to appoint Mr Pramote Rermyindee as the Company Secretary.

Company Secretary’s scope of authority and responsibility 1) Preparing and keeping the following documents (A) Directors’ Register (B) Invitations to Board of Directors meetings, meeting minutes, and the Annual Reports (C) Invitations to shareholders’ meetings and minutes of the meetings 2) Keeping the connected transactions reported by directors or executives and submitting photocopies of the reports to the chairman and chairman of the Audit Committee within 7 days of receipt 3) Setting the documenting system for the following information and ensuring the complete storage of such document which must date back at least 5 years and could be retrieved for post-audit. The storing of such document covers the electronic system and others which allow the retrieval of original document.

(1) Information presented at shareholders’ meetings (2) Financial statements or reports on the company’s finances and operating results or other reports which must be disclosed under the Securities and Exchange Act’s Articles 56, 57, 58 or 199.

(3) The company’s opinion on shareholders’ tender offer for the company’s shares (4) Information or other reports on the company, to be released to shareholders or the general public as required by the Capital Market Supervisory Board 4) Complying with other duties to be specified by the Capital Market Supervisory Board

34

5) Company Secretary must carry out duties with responsibility, caution, and integrity; must comply with laws, the company’s objectives and regulations, the Board of Directors resolutions and shareholders’ resolutions; and must not act in the way that causes significant conflict of interest.

6) Carrying out duties with responsibility and caution as men with integrity would do when falling under the same situation.

(1) Making decisions with full conviction and good reasons that they are for the company’s maximum benefits.

(2) Acting on information honestly believed to be sufficient, and (3) Making decisions that do not create any direct or indirect conflict of interest.

When the Company Secretary cannot further perform his job, the Board of Directors is required to appoint the replacement within 90 days. Ms. Sirirat Wongwattana was accordingly appointed to carry the tasks.

Meeting allowances of the company’s board and 4 units of subcommittees in 2013 .

Name

Note

6 6 6 6 6 6 6 6 6 6 6 6

Audit Committee

Remuneration Committee

Nominating Risk Management Committee Committee

1 9 9

1 9 1

1

1 9

9

1 9 9

6

9

1

1

9

* Independent Directors ** Mr Anuwat Maytheewibulwut resigned as director and independent director on 15 February 2014, citing other binding duties that prohibited the service.

ANNUAL REPORT 2013 PROPERTY PERFECT

Dr.Tawatchai Nakhata Mr.Virayuk Puntupetch * Mr.Chainid Adhyanasakul Dr.Somsak Toruksa * Dr.Thamnoon Ananthothai * Mr.Phairat Senachak Mr.Vidhya Nativivat Ms.Sirirat Wongwattana Mr.Ooi Boon Aun Mrs.Nuanual Swasdikula-Na-Ayudhaya * Mr.Krish Follett * Mr.Anuwat Maytheewibulwut * ,** Mr.Boonliam Luangnakthongdee Mr.Chirdsak Kukiattinun Total

Board of Directors

35

µÜÚÖÛÎáÖÜÛ ÎÛÑ ¨ÝÝÜÖÛáÚÒÛá ÜÓ «ÖßÒÐáÜßà ÎÛÑ »ÜÝ ¬åÒÐâáÖãÒà (1) Independent directors Independent directors’ qualifications must meet the Securities and Exchange Commission’s regulations No. Tor Jor 28/2008 on the filing and approval of new share offerings and the Stock Exchange of Thailand’s regulations on the qualification of independent directors.

(2) Nomination Directors and Top Executives The nomination committee exists to nominate individuals as the company’s directors. The Selection Committee will shortlist qualified persons and submit the nominations to the Board of Directors or the shareholders meeting for the appointment.

The nomination committee places the knowledge, ability and experiences on top priority in completing the nomination, as the qualifications must support the company’s operations. (As specified by the scope of authority and responsibility of the Selection Committee, in nominating company directors). ªÜÚÝÜÛÒÛáà ÎÛÑ ÎÝÝÜÖÛáÚÒÛá ÜÓ ÑÖßÒÐáÜßà The company’s Board of Directors contains at least 5 members and at least a half of the board members must reside in the Kingdom.

In voting for directors at the shareholders meeting, one share is equivalent to one vote. Each shareholder is obliged to cast all votes for one or more persons, but they cannot ration votes for particular persons.

Majority votes count in the voting. In case of equal votes, it is to be decided by chairman of the meeting.

At annual shareholder meeting, one third of directors must end their term. If the number of directors cannot be divided into three portions, the number of resigned directors must be as close as the one-third ratio.

Directors are barred from operating a similar business which competes against the company’s business, or being a partner of a partnership, a partner without limit in a limited partnership, or a director of any juristic body that operates in competition against the company, unless shareholders are notified of the fact before the appointment.

Directors must immediately notify the company if taking any part in contracts with the company or when the holding of shares or debentures issued by the company or subsidiaries increases or decreases.

36

¯âÚÎÛ ¹ÒàÜâßÐÒà 1. Number of Employee At the end of 2013, the company and subsidiaries employed 913 employees. The following is the number of employees of each unit.

Division

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23

14 18 24 23 30 16 25 25 15 10 26 4 71 23 6 8 23 5 11 23 398 60 55 913

In the past 3 years, the company has witnessed no lawsuits regarding labor disputes.

2. Employees’ remuneration The company has in place the remuneration committee, authorised and responsible for considering the remuneration policy and payout criteria for the chief executive officer, directors and consultants. It is also setting the annual benefits, annual salary adjustment, extra salary adjustment, and other benefits for employees at all levels. The committee also considers the employment rules and work code and ensures that disciplinary actions are appropriate and fair to employees.

The employee remuneration (excluding that of executives) covers salary, bonus, welfare benefits, overtime, allowances and contribution to the provident fund. It amounted to Bt556.60 million in 2013.

ANNUAL REPORT 2013 PROPERTY PERFECT

Office of the Chief Executive Officer Project Planning and Marketing of Housing Division Business Development of Condominium Project Marketing of Condominium Division Sales Management Division 'HVLJQ 3URMHFW 'HYHORSPHQW 'LYLVLRQ Construction Management Division of Operation Group 1 Construction Management Division of Operation Group 2 Advertising Division Public Relations and Corporate Communication Division Accounting Division Internal Audit Office /HJDO 3URFHGXUH 2ZQHUVKLS 7UDQVIHU 'LYLVLRQ )LQDQFLDO 7UHDVXU\ 'LYLVLRQ Budgeting Division Information Technology Division Fund Management and Debenture Division Investment Relations and Research Division Human Resource Division General Administration Division Project Management Division - Zone 1 - 8 &RQVWUXFWLRQ &RPSDQ\ 8 ,

Clubhouse Management Company (PSC) Total

Employee (Persons)

37

3. HR Development Policy The company realizes the importance of all employees and is committed to consistent supports for the enhancement of their knowledge and skills to match their job descriptions. This is to ensure quality products to customers and standardized marketing and service quality. The human resource development policy is thus designed accordingly to the areas of work.

Training is planned in line with the company’s business direction and employees’ job descriptions. The competency system has been introduced, so that employees are equipped with all knowledge and skills required for their jobs.

The HR development plan has been shaped under the policy. Training courses for employees are clearly defined. There is an analysis on training specification, to promote employees’ job competency accordingly to their job descriptions. The urgency of training in different work periods is also taken into account. The development scheme planned for employees at all levels is diverse, covering internal training, external training, and coaching.

The training program is designed in accordance with the company’s annual targets. The methods are designed to match the courses, requiring employees to take classes, practice and actually work in the respective fields under the supervisors’ guidance. On top of this is the sharing and exchanging of experiences, skills and knowledge of employees in different units.

The company regularly hosts a forum where they can share experiences and notify obstacles, to define solutions as well as outline the standardized work procedure and services. These are to put in place the learning culture in the organization. In 2013, some of the enhancement programs are as follows: 1. Administrative skill enhancement The company has placed emphasis on preparing employees for the supervisory and administrative levels. Such enhancement programs are organized every year.

2. Teamwork enhancement The company sees the value of creative teamwork, within business units or across units, as this ensures efficiency of the overall operations. The Perfect Team curriculum was initiated, bringing employees from different units. Together, they got to know each other and participated in group activities, allowing the closer cross-unit relationship and harmony.

3. Preparation for ISO 9001:2008 Certificate Customers’ benefits have been the priority. Under the commitment to deliver quality products and services, the company is adopting international standards for the entire production process. The ISO standards will ensure that products meet customers’ demands and comply with relevant laws and regulations. Employees at all business units were trained about the standards.

4. Marketing skill enhancement The company plans to grow business with new projects every year. All sale employees, who directly feed information to and serve customers, are thus required to attend the training program. This is to ensure standardized and impressive services to customers. The Service Signature project, to create a unique service standard, was initiated in 2013 and will continue in 2014.

38

Employee Training and Competency Enhancement The company puts emphasis on training and perfectly readying all employees for their job descriptions. The activities have been rolled out consistently. They start with the orientation of the new recruits. Then, there is on-the-job training as well as training on new tools that can support their work. Employees’ competency is also enhanced, to ready them for promotion and ensure that they will be able to perform the new jobs efficiently and effectively. The courses designed for all employees can be categorized as follows: 1. Standard Course 2. Management Course 3. Team Work Course 4. Course on construction 5. Course on design 6. Course on sale 7. Course on computer 8. Course on quality Enhancement of organizational knowledge is preferable. To achieve this, the company has initiated the “Train the Trainers” program, to encourage sharing particularly in skills, expertise and experiences. This is to train employees on how to pass on their knowledge to others, within the frame of the organization’s learning culture.

In 2013, 43 in-house and public training courses were organized, involving 510 attendees.

ANNUAL REPORT 2013 PROPERTY PERFECT

39

Organization Chart ·ßÜÝÒßáæ ·ÒßÓÒÐá ·âÏÙÖÐ ªÜÚÝÎÛæ ³ÖÚÖáÒÑ ÎÛÑ ºâÏàÖÑÖÎßÖÒà ªÕÖÒÓ ¨ÑãÖàÜß áÜ áÕÒ ©ÜÎßÑ ÜÓ «ÖßÒÐáÜßà

©ÜÎßÑ ¶Ó «ÖßÒÐáÜßà

¹ÖàØ ÚÎÛÎÔÒÚÒÛá ªÜÚÚÖááÒÒ ¬åÒÐâáÖãÒ ªÜÚÚÖááÒÒ ¨âÑÖá ªÜÚÚÖááÒÒ °ÛáÒßÛÎÙ ¨âÑÖá ¶ÓÓÖÐÒ

ªÕÖÒÓ ¬åÒÐâáÖãÒ ¶ÓÓÖÐÒß ª¬¶

¨ÑãÖàÜßà áÜ áÕÒ ªÕÖÒÓ ¬åÒÐâáÖãÒ ¶ÓÓÖÐÒß

¶ÝÒßÎáÖÛÔ ®ßÜâÝ ª¶¶

¶ÝÒßÎáÖÛÔ ®ßÜâÝ ª¶¶

©âàÖÛÒàà «ÒãÒÙÜÝÚÒÛá ®ßÜâÝ ª©¶

«ÒÝâáæ ªÕÖÒÓ ¶ÝÒßÎáÖÛÔ ¶ÓÓÖÐÒß

«ÒÝâáæ ªÕÖÒÓ ¶ÝÒßÎáÖÛÔ ¶ÓÓÖÐÒß

«ÒÝâáæ ªÕÖÒÓ ©âàÖÛÒàà «ÒãÒÙÜÝÚÒÛá ¶ÓÓÖÐÒß

¨ààÖàáÎÛá ªÕÖÒÓ ¶ÝÒßÎáÖÛÔ ¶ÓÓÖÐÒß

¨ààÖàáÎÛá ªÕÖÒÓ ¶ÝÒßÎáÖÛÔ ¶ÓÓÖÐÒß

¨ààÖàáÎÛá ªÕÖÒÓ ©âàÖÛÒàà «ÒãÒÙÜÝÚÒÛá ¶ÓÓÖÐÒß

Construction Management Division – Operating Group1

Construction Management Division– Operating Group 2

Project Planning and Housing Marketing Division

Legal Procedure & Ownership Transfer Division

Project Management Division Zone VI

Condominium Project Development Division

Project Management Division Zone I

Project Management Division Zone VII

Marketing of Condominium Division

Project Management Division Zone II

U&I construction Bangkok Co., Ltd.

Design Division

Project Management Division Zone III

Advertising Division

Project Management Division Zone IV

Public Relations and Corporate Communication Division

Project Management Division Zone V

Sales Management Division

Project Management Division Zone VIII Perfect Prefab Co., Ltd.

40

Remuneration Committee µÜÚÖÛÎáÖÛÔ ÐÜÚÚÖááÒÒ ªÜÚÝÎÛæ ºÒÐßÒáÎßæ Legal ¶ÓÓÖÐÒ ÜÓ áÕÒ ªÕÖÒÓ ¬åÒÐâáÖãÒ ¶ÓÓÖÐÒß

Financial ®ßÜâÝ ª­¶

ªÕÖÒÓ ºâÝÝÜßáÖÛÔ ®ßÜâÝ ªº¶

«ÒÝâáæ ªÕÖÒÓ ­ÖÛÎÛÐÖÎÙ ¶ÓÓÖÐÒß

«ÒÝâáæ ªÕÖÒÓ ºâÝÝÜßáÖÛÔ ¶ÓÓÖÐÒß

¨ààÖàáÎÛá ªÕÖÒÓ ­ÖÛÎÛÐÖÎÙ ¶ÓÓÖÐÒß

¨ààÖàáÎÛá ªÕÖÒÓ ºâÝÝÜßáÖÛÔ ¶ÓÓÖÐÒß

Finance & Treasury Division

Information Technology Division

Accounting Division

Fund Management and Debenture Division

Budgeting Division

Investor Relations and Research Development Division Human Resources Division

Uniloft Service (Thailand) Company Limited

ANNUAL REPORT 2013 PROPERTY PERFECT

General Administration Division

41

Board of Directors of The Company 1. Dr.Tawatchai Nakhata

4. Dr.Somsak Toruksa

Chairman Chief Executive Director

Director Independent Director Audit Committee Chairman of Nominating Committee

2. Mr.Chainid Adhyanasakul

Chief Executive Officer Deputy Chief Executive Director Director

5. Mr.Vidhya Nativivat

3. Mr.Virayuk Puntupetch

Deputy Chairman Independent Director Chairman of the Remuneration Committee

42

Director Nominating Committee Remuneration Committee

6. Dr.Thamnoon Ananthothai Director Independent Director Audit Committee Risk Management Committee

1.

2.

3.

4.

5.

6.

7. Mrs.Nuanual Swasdikula-Na-Ayudhaya Director Independent Director Chairman of Risk Management Committee Nominating Committee

10 Mr.Ooi Boon Aun Director

11. Ms.Sirirat Wongwattana

Director Executive Director Deputy Chief Supporting Officer

8. Mr.Phairat Senachack

Director Executive Director Consultant of Chief Executive Officer

12 Mr.Pramote Rermyindee Company Secretary

9. Mr.Krish Follett

Director Independent Director Chairman of Audit Committee Remuneration Committee

7.

8.

9.

10.

11.

12.

ANNUAL REPORT 2013 PROPERTY PERFECT

43

Business Policy and Overview ½ÖàÖÜÛ ¶Ï×ÒÐáÖãÒà ®ÜÎÙà Üß ºáßÎáÒÔÖÒà ÜÓ áÕÒ ÐÜÚÝÎÛæ ÔßÜâÝ Vision The company sets sight to become a property development firm that constantly satisfies customers of all ages, communities, partners, shareholders and employees, under the “Perfect Living” concept.

Mission 1. Create and develop modern products and services at potential locations and timely and constantly respond to new living concepts 2. Create and solidify the financial stability in response to sustainable development of the organization and stakeholders’ 3. Create and improve operational excellence through a professional team and the consistent and standardized operating system 4. Create and enhance satisfaction in products and services with the better environment and quality of life and responses to the need of clients of all ages 5. Create and grow reputation and pride through responsible and ethical operations, in recognition of the benefits and impacts on the relevant parties The company is primarily involved in developing properties for sale. The range of products cover single houses, townhouses and condominiums. The policy is in place in the administration and contractor assignments for the construction of designed products.

To control the quality of construction works, the company’s engineers and architects are dispatched to monitor the entire process.

A subsidiary was established to provide construction services primarily to the company and the group. This is on top of the assignments awarded to external construction companies, to help reduce the construction cost. More subsidiaries were also established to support the development of shopping malls, office buildings, commercial areas, investment-purpose retail business, and overseas property development.The company’s main business goal is to deliver customers “Happy Living” home, through ethical and responsible operations which highlight responsibility to the environment, society and shareholders.

The company’s strategies are exercised to create added value, aiming to satisfy dwellers in all elements from locations, project design, home designs, standardized construction quality, sports clubs, the environment to the natural ambience.

Activities are hosted at the projects for all family members, to strengthen their bonds and nurture Thai culture as reflected in activities to commemorate various festivals. Safety standards are assured, to ensure the “Happy Living” environment at all projects. With the corporate brand DNA, employees are trained to offer genuine services.

The company puts emphasis on the quality of project development; functional home designs despite sizes for maximum customer satisfaction; the creation of the vast greenness with trees and naturally-designed gardens; and the clubhouses as well as other services. A team is tasked to host activities during holidays and festivals, to ensure desirable relationship among customers. The close circuit TV covers major areas of the projects, which from the entrance are guarded 24 hours a day to assure all of the safety. All these have resulted in positive responses to the company’s products.

The company will further its commitment towards quality projects. On offer is the accommodation at various locations that promises quality of life to all groups of customers. The company’s products - condominium, townhouses, twin houses and single houses - are available at the prices of Bt1 million to Bt40 million. They are located in a diverse range of areas, to reach as many as customers as possible.

They are assured of satisfaction when living in any project by Property Perfect. The company and subsidiaries are convinced that the commitment will produce the desirable quality of life and environment, which will yield good society and encourage people to do good deeds to society.

44

Project’s Information ·ßÜ×ÒÐá ÜÓ ·ßÜÝÒßáæ ·ÒßÓÒÐá ·ÙÐ ÎÛÑ ºâÏàÖÑÖÎßÖÒà ÜÛ «ÒÐÒÚÏÒß ·ÒßÓÒÐá ´ÎàáÒßÝÖÒÐÒ ©ßÎÛÑ 1 ·ÒßÓÒÐá ´ÎàáÒßÝÖÒÐÒ ¹ÎááÎÛÎáÕÖÏÒá

Location Developed by Time to Develop Product Total project Value

Rattanathibet Rd.,Meuang, Nonthaburi Property Perfect Plc. 2007-2017 SDH 4,740 MB.

·ÒßÓÒÐá ´ÎàáÒßÝÖÒÐÒ ¹ÎáÐÕÎÝßâÒØ

Location Developed by Time to Develop Product Total project Value

Ratchapruek Rd., Meuang, Nonthaburi Property Perfect Plc. 2011-2013 SDH 620 MB.

·ÒßÓÒÐá ´ÎàáÒßÝÖÒÐÒ ¹ÎÚØÕÎÚÕÒÎÛÔ

Location Developed by Time to Develop Product Total project Value

Ramkhamheang Rd.,Minburi, Bangkok Property Perfect Plc. 2011-2014 SDH 1,170 MB.

·ÒßÓÒÐá ´ÎàáÒßÝÖÒÐÒ ¹ÎÛÔàÖá

Location Developed by Time to Develop Product Total project Value

Rangsit-Prathumthani Rd.,Meuang, PrathumThani Property Perfect Plc. 2011-2014 SDH 690 MB.

Location Developed by Time to Develop Product Total project Value

Sukhumvit77 Rd.,Bang Phli ,SamutPrakarn Estate Perfect Co., Ltd..

2012-2014 SDH 1,550 MB.

ANNUAL REPORT 2013 PROPERTY PERFECT

·ÒßÓÒÐá ´ÎàáÒßÝÖÒÐÒ ºâØÕâÚãÖá

45

·ÒßÓÒÐá ·ÙÎÐÒ ©ßÎÛÑ

·ÒßÓÒÐá ·ÙÎÐÒ ¹ÎÚØÕÎÚÕÎÒÛÔ ºâãÎßÛÎÏÕâÚÖ

Location Developed by Time to Develop Product Total project Value

Ramkhamheang Rd.,Minburi, Bangkok Property Perfect Plc. 2011-2014 SDH 1,670 MB.

·ÒßÓÒÐá ·ÙÎÐÒ ¹ÎááÎÛÎáÕÖÏÒá

Location Developed by Time to Develop Product Total project Value

Rattanathibet Rd., Meuang , Nonthaburi Property Perfect Plc. 2005-2015 SDH 4,737 MB.

·ÒßÓÒÐá ·ÙÎÐÒ ¹ÎáÐÕÎÝßâÒØ

Location Developed by Time to Develop Product Total project Value

·ÒßÓÒÐá ·ÙÎÐÒ¹ÎÛÔàÖá

Location

Developed by Time to Develop Product Total project Value

Ratchapruek Rd.,Meuang , Nonthaburi Property Perfect Plc. 2013-2014 SDH 493 MB. Rangsit-Prathumthani Rd., Meuang, PrathumThani Property Perfect Plc. 2011-2014 SDH 600 MB.

·ÒßÓÒÐá ·ÙÎÐÒ ªÕÎÒÛÔäÎááÎÛÎ

Location Developed by Time to Develop Product Total project Value

Chaiyapruek Rd.,Pakkred, Nonthaburi.

Property Perfect Plc. 2013-2016 SDH 1,180 MB.

·ÒßÓÒÐá ·ÙÎÐÒ ºâØÕâÚãÖá ºâãÎßÛÎÏÕâÚÖ

Location Developed by Time to Develop Product Total project Value

46

Sukhumvit77 Rd.,Bang Phli, SamutPrakarn.

Estate Perfect Co., Ltd..

2007-2014 SDH 6,320 MB.

´ÎÛÒÒßÖÛ ·ÒßÓÒÐá ·ÎßØ ©ßÎÛÑ

´ÎÛÒÒßÖÛ ³ÎØÒ ·ÎßØ ¹ÎáÐÕÎÝßâÒØ »ÖäÎÛÜÛ

Location

Developed by Time to Develop Product Total project Value

Nonthaburi Bridge- Bangbuathing Rd., Meuang, Nonthaburi Property Perfect Plc. 2003-2013 SDH 3,067 MB.

·ÒßÓÒÐá ·ÎßØ ¹ÎÚν ©ÎÛÔæÎÖ

Location Developed by Time to Develop Product Total project Value

·ÒßÓÒÐá ·ÎßØ ¹ÎÛÔàÖá

Location

Developed by Time to Develop Product Total project Value

Tumbol Bang Maenang, Bangyai,Nonthaburi.

Property Perfect Plc. 2006-2015 SDH,DH 5,413 MB. Rangsit-Prathumthani Rd., Meuang , PrathumThani Property Perfect Plc. 2010-2014 SDH,DH 660 MB.

·ÒßÓÒÐá ·ÎßØ ºâãÎßÛÎÏÕâÚÖ

Location Developed by Time to Develop Product Total project Value

Romklao Rd.,Minburi, Bangkok Estate Perfect Co., Ltd..

2007-2014 SDH 2,080 MB.

·ÒßÓÒÐá ·ÎßØ ©ÎÛÔÏâÎáÜÛÔ

Location

»ÕÒ ½ÖÙÙÎ ´ÜÑÖ ½ÖÙÙÎ »ÕÒ ´ÒáßÜ ©ßÎÛÑ

»ÕÒ ½ÖÙÙÎ ¹ÎááÎÛÎáÕÖÏÒá

Location Developed by Time to Develop Product Total project Value

Rattanathibet Rd.,Meuang,Nonthaburi, Property Perfect Plc. 2006-2014 TH,DH 3,626 MB.

ANNUAL REPORT 2013 PROPERTY PERFECT

Developed by Time to Develop Product Total project Value

TumbolBangbuathong,Amphoe Bangbuathong, Nonthaburi Province.

Resident Number Nine Co., ltd.

2010-2014 SDH 1,536 MB.

47

´ÜÑÖ ½ÖÙÙÎ »ÜäÛÕÜÚÒ ³ÎÑØßÎÏÎÛÔ

Location Developed by Time to Develop Product Total project Value

Klongluangpang.,Meuang ,Chachoengsao Estate Perfect Co., Ltd..

2012-2016 TH 900 MB.

´ÜÑÖ ½ÖÙÙÎ »ÜäÛÕÜÚÒ ©ÎÛÔÛÎ

Location Developed by Time to Develop Product Total project Value

´ÜÑÖ ½ÖÙÙÎ ©ÎÛÔÛÎ

Location Developed by Time to Develop Product Total project Value

Bangsaothong ,Samut Prakarn Estate Perfect Co., Ltd..

2013-2017 TH 990 MB. Bangsaothong ,Samut Prakarn Estate Perfect Co., Ltd..

2013-2017 SDH,DH 210 MB.

´ÜÑÖ ½ÖÙÙÎ ·ÖÛØÙÎÜ ¶âáÒß ¹ÖÛÔ

Location Developed by Time to Develop Product Total project Value

Salaklang.,Bangkruai,Nonthaburi Estate Perfect Co., Ltd..

2012-2016 SDH/DH/TH 1,200 MB.

´ÜÑÖ ½ÖÙÙÎ ©ÎÛÔÏâÎáÕÜÛÔ

Location Developed by Time to Develop Product Total project Value

Bangbuathong,Nonthaburi Resident Number Nine Co., Ltd. 2013-2017 SDH/DH/TH 1,200 MB.

´ÜÑÖ ½ÖÙÙÎ ³ÎÑØßÎÏÎÛÔ

Location Developed by Time to Develop Product Total project Value

Klongluangpang.,Meuang,Chachoengsao Resident Number Nine Co., Ltd. 2012-2016 SDH/TH 600 MB.

»ÕÒ ´ÒáßÜ ¹ÎÚØÕÎÚÕÒÎÛÔ

Location Developed by Time to Develop Product Total project Value

48

Sapansung. Bangkok.

Property Perfect Plc. 2013-2015 TH 841 MB.

»ÕÒ ´ÒáßÜ ·ÎááÎÛÎØÎßÛ ºßÖÛÎØÎßÖÛ

Location Developed by Time to Develop Product Total project Value

Pravet. Bangkok.

Property Perfect Plc. 2013-2015 TH 639 MB.

´ÒáßÜ ·ÎßØ ´ÒáßÜ ¹ÖãÒßÓßÜÛá ©ßÎÛÑ

´ÒáßÜ ·ÎßØ ºÎáÕÜßÛ ·ÕÎàÒ

Location Developed by Time to Develop Product Total project Value

Kullaprapruek Rd., Phasi Chareon. Bangkok.

Property Perfect Plc. 2005-2014 CD 8,210 MB.

Location Developed by Time to Develop Product Total project Value

Rattanathibet Rd., Meuang,Nonthaburi.

Property Perfect Plc. 2013-2016 CD 2,026 MB.

´ÒáßÜ ¹ÖãÒßÓßÜÛá

´ÒáßÜ ºØæ »ÕÒ ºØæ ©ßÎÛÑ

´ÒáßÜ ºØæ ·ßÎÐÕÎ ªÕâÒÛ

Pracha Chuen Rd.,Bang Sue, Bangkok Property Perfect Plc. 2013-2016 CD 3,706 MB.

Location Developed by Time to Develop Product Total project Value

Sukhumvit Rd.,KhetBangna, Bangkok Property Perfect Plc. 2012-2015 CD 3,850 MB.

»ÕÒ ºØæ ºâØÕâÚãÖá

ÖªÜÛÑÜ ©ßÎÛÑ

ÖªÜÛÑÜ µÔÎÚäÜÛÔäÎÛ

Location Developed by Time to Develop Product Total project Value

Ngam Wongwan Rd.,Meuang,Nonthaburi Bright Development Bangkok Co.,Ltd. 2011-2014 CD 492 MB.

ANNUAL REPORT 2013 PROPERTY PERFECT

Location Developed by Time to Develop Product Total project Value

49

ÖªÜÛÑÜ ºâØÕâÚãÖá

Location Developed by Time to Develop Product Total project Value

ÖªÜÛÑÜ ºâØÕÎÝÕÖÏÎÛ

Location Developed by Time to Develop Product ToTotal project Value

ÖªÜÛÑÜ ºâØÕâÚãÖá

Location Developed by Time to Develop Product Total project Value

Sukhumvit 105 Rd.,Bangna, Bangkok Bright Development Bangkok Co., Ltd. 2011-2014 CD 2,083 MB. Seri Thai Rd.,Bangkapi, Bangkok Bright Development Bangkok Co., Ltd. 2011-2014 CD 950 MB. Sukhumvit 103 Rd.,Bangna, Bangkok Bright Development Bangkok Co., Ltd. 2011-2014 CD 1,418 MB.

ÖªÜÛÑÜ µÔÎÚäÜÛÔäÎÛ

Location Developed by Time to Develop Product Total project Value

ÖªÜÛÑÜ ·ÕÒá²ÎàÒÚ

Location Developed by Time to Develop Product Total project Value

ÖªÜÛÑÜ ²ÎàÒá

Location Developed by Time to Develop Product Total project Value

ÖªÜÛÑÜ ºÎÙÎæÎ

Location

Developed by Time to Develop Product Total project Value

50

Ngam Wongwan Rd., Meuang,Nonthaburi Bright Development Bangkok Co., Ltd. 2012-2014 CD 561 MB. Pet kasem Rd.,Phasi Charuen, Bangkok Bright Development Bangkok Co., Ltd. 2012-2014 CD 581 MB. Prasert Manunkit Rd.,Bangkok Bright Development Bangkok Co., Ltd. 2012-2014 CD 275 MB. Salaya-Nakorn Chaisri Rd.,Phutthamonthon, Nakorn Prathom Bright Development Bangkok Co., Ltd. 2013-2015 CD 964 MB.

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ANNUAL REPORT 2013 PROPERTY PERFECT

Ïèç Éìñè (Thammasat-Mahachai) Éìêë÷ Ïèç Éìñè (Bangsue-Talingchan) ¾ìõóòõ÷ Ïäìï Éìñî (Phayathai-Suvarnabhumi) Áäõî Äõèèñ Éìñè (Lamlukka-Samutprakarn) ¿ïøè Éìñè (Bangsue-Hualampong-Tapra) Íøõóïè Éìñè (Bangyai-Rajburana) Éìêë÷ Äõèèñ Éìñè (Yodsae-Bangwha) Ìõäñêè Éìñè (Talingchan-Minburi) Íìñî Éìñè (Khaerai-Minburi) Öèïïòú Éìñè (Ladprao-Samrong)

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51

Products and Services The company and subsidiaries are developing property projects under a variety of brands. The product range covers single houses, twin houses, townhouses and condominiums, to satisfy various needs of different target groups and to offer products at a wide price range. The projects are primarily in prime locations in Bangkok and peripheral provinces, located along mass transit routes and community areas near universities. The products are classified into two categories. ºÖÛÔÙÒ ÕÜâàÒà áäÖÛ ÕÜâàÒà ÎÛÑ áÜäÛÕÜâàÒà The company and subsidiaries’ projects cater for customer demands which vary from location to location. They are priced from Bt1.7-Bt40 million under the following brands.

Product Type

Single houses and twinhouses

Townhouses

52

Brand

Price range

Existing projects

Perfect Masterpiece 9.0 – 40 million baht Perfect Masterpiece Rattanathibet Perfect Masterpiece Ratchaphruek Perfect Masterpiece Rangsit Perfect Masterpiece Ramkhamhaeng Perfect Masterpiece Sukhumvit 77 Perfect Masterpiece Rama 9 Perfect Place 4.0 – 9.0 million baht Perfect Place Rattanathibet Perfect Place Ratchaphruek Perfect Place Rangsit Perfect Place Ramkhamhaeng Perfect Place Sukhumvit 77-Suvarnabhumi Perfect Place Chaeng Wattana Perfect Park 2.8 – 5.0 million baht Maneerin Ratchaphruek-Tiwamon (formerly named Perfect Park Bangbuathong Maneerin The Villa) Perfect Park Bang Yai Perfect Park Rangsit Perfect Park Suvarnabhumi The Villa Rattanathibet Modi Villa 2.5 – 5.0 million baht Modi Villa Pinklao Modi Villa Lat Krabang Modi Villa Bangna Modi Villa Bangbuathong The Metro 3.5 – 5.0 million baht The Metro Ramkhamhaeng The Metro Pattanakarn Modi villa (Townhome)1.7 – 3.5 million baht Modi Villa (Townhome) Lat Krabang Modi Villa (Townhome) Bangna The Villa 1.7 – 3.0 million baht The Villa Ramkhamhaeng The Villa Ramintra The Villa Bangbuathong

In 2014, the company and subsidiaries plan to launch new projects and expand existing ones. This will cover a total of 12 single house, twin house and townhouse projects with combined value of Bt11,930 million. They will cover new locations like Pattanakarn and Phetkasem roads. Expansion into provinces will continue, including through a single house project in Chiang Mai province.

ªÜÛÑÜÚÖÛÖâÚ The company and subsidiaries have launched condominium projects under various brands. They are both low-rise (with no more than 8 floors) or high-rise (with over 8 floors), in response to target groups’ various preferences. The prices range from Bt1-Bt11 million. The projects are primarily in prime locations in Bangkok and peripheral provinces, located along mass transit routes and community areas near universities. Details are as follows: Product type

Condominium

Brand

Price range

Existing projects

The Sky Metro Sky

ANNUAL REPORT 2013 PROPERTY PERFECT

2.8 – 11.0 million baht The Sky Sukhumvit 1.9 – 5.0 million baht Metro Sky Ratchada Metro Sky Prachachuen Metro Riverfront 1.6 – 5.4 million baht Metro Riverfront Metro Park 1.3 – 3.0 million baht Metro Park Sathorn iCondo 1.0 – 2.0 million baht ICondo Ngamwongwan 2 ICondo Sukhapiban 2 ICondo Sukhumvit 103 ICondo Sukhumvit 105 ICondo Kaset ICondo Salaya Uniloft Monthly rent: 7,500 baht Uniloft Chiangmai Monthly rent: 8,900 baht Uniloft Salaya

53

In 2014, the company and subsidiaries plan to launch 8 condominium projects worth totally Bt11,255 million on potential locations in the Greater Bangkok and provinces, such as the Kaset areas, Rattanathibet Road, Phetkasem Road, Bangna, Salaya, and Hua Hin. The company and subsidiaries base the investment decision on customer preferences survey in each location, to finalize target groups, development types and an appropriate price range. All projects are thoroughly reviewed by relevant business units, also through feasibility studies on the projects which scatter on various potential locations in the Greater Bangkok. The focus is to create quality, well-designed and environmental-friendly projects, aside from favorable pre- and after-sale services.

After the transfer, the company and subsidiaries assure customers with a 1-year house warranty starting from the transfer date. The Perfect Service unit is established to take care of customers who have been delivered their completed units, within the warranty and off-warranty period. This is to ensure speedy services and guarantee customer satisfaction.

Manning the unit are loyal employees, equipped with service mind and knowledge through training.

Moreover, the company and subsidiaries put in place community management practices, to cover the provision of recreation areas, utilities and infrastructure inside the projects until the construction works are finished and transferred to the estate committee or the juristic body.

54

»ÜáÎÙ ßÒãÒÛâÒ àáßâÐáâßÒ ÓßÜÚ àÎÙÒà Ïæ ÝßÜÑâÐá áæÝÒ The company and subsidiaries main sizeable revenue from land and house sale. The products are both low-rise and high-rise, ranging from single houses, twin houses, townhouses to condominiums. The revenue structure in 2013 and the 2 preceding years are as follows: Consolidated financial statements 2013

2012 (Revised)

Million Baht

Revenue from sales of land and houses Revenue from Hotel Business Other revenues Total revenue

9,992.4 1,018.4 217.9 11,228.7

% Million Baht

89.0% 9.1% 1.9% 100.0%

8,818.0 275.7 176.0 9,269.7

2011 % Million Baht

95.1% 3.0% 1.9% 100.0%

%

8,081.3 139.5 8,220.8

98.3% 0.0% 1.5% 99.8%

In 2013, the consolidated land and house sale revenue totaled Bt9,992.4 million, or 89% of total. Revenue from the hotel business reached Bt1,018.4 million or 9.1%, while other revenue was Bt217.9 million or 1.9%. (Based on the statement of comprehensive income) ³ÎÛÑ ÎÛÑ ¯ÜâàÒà ºÎÙÒ ¹ÒãÒÛâÒ ºáßâÐáâßÒ Ïæ ·ßÜÑâÐá »æÝÒ House and condominium sale revenue from various projects are as follows; Project

2013

2012

MB

%

SDH SDH SDH SDH SDH SDH SDH SDH

8 197 379 253 244 267 131 495

0% 3% 6% 4% 4% 4% 2% 7%

SDH SDH

7 93

0% 1%

13 -

-

69 49

1% 1%

SDH SDH SDH SDH SDH SDH

75 575 96 232 278 -

1% 8% 1% 3% 4% -

533 620 280 31

7% 8% 4% -

434 579 268 133

6% 8% 4% 2%

MB

2011 %

6 285 4% 1,125 15% 249 3% 453 6% 187 3% 186 3%

MB

%

43 1% 99 1% 177 3% 859 12% 107 2% 27 ANNUAL REPORT 2013 PROPERTY PERFECT

Brand “Perfect Masterpiece” Maneeya Masterpiece Exclusive Zone Perfect Masterpiece Ekamai-RamIntra Perfect Masterpiece Rattanathibet Perfect Masterpiece Rama IX Perfect Masterpiece Ratchapruek Perfect Masterpiece Ramkhamhaeng Perfect Masterpiece Rangsit Perfect Masterpiece Sukhumvit 77 ** Brand “Perfect Place” Perfect Place Rattanathibet Phase1 Perfect Place Ramkhamhaeng-Suvarnabhumi (The Private Zone) Perfect Place Ramkhamhaeng-Suvarnabhumi (Colonial ) Perfect Place Rattanathibet Phase2 Perfect Place Ratchapruek Perfect Place Ratchapruek (2) Perfect Place Ramkhamhaeng-Suvarnabhumi (2) Perfect Place Ramkhamhaeng-Suvarnabhumi (The Lake Zone)

Product Type

55

Project

Perfect Place Ramkhamhaeng-Suvarnabhumi (The Lake Zone2) Perfect Place Rangsit Perfect Place Chaengwattana Perfect Place Ramkhamhaeng-Suvarnabhumi (Exclusive zone) Perfect Place Sukhumvit 77-Suvarnabhumi ** Brand “Maneerin” and “Perfect Park” 0DQHHULQ /DNH 3DUN 5DWFKDSUXHN 7LZDQRQ Maneerin Park 2 Rangsit Perfect Park Ramkhamhaeng-Suvarnabhumi Perfect Park Rama V- Bangyai Perfect Park Rangsit Perfect Park Suvarnabhumi ** Perfect Park Bangbuathong*** Brand “The Villa” /“The Metro” and “Modi Villa” The Villa Rattanathibet The Metro RamaIX The Metro Sathorn The Metro Ramkhamhaeng The Metro Pattanakarn-Srinakarin The Villa Ramkhamhaeng-Suvarnabhumi ** The Villa Ramintra- Outer Ring ** The Villa Bangbuathong*** Modi Villa Townhome Ladkrabang** Modi Villa Ladkrabang-Suvarnabhumi** Modi Villa Pinklao -Outer Ring** Modi Villa Bangna** Modi Villa Bangbuathong** Other Maneeya 4 Nantana Garden 1 Nantana Garden Teparak Perfect Place phase 2-3 Ramkhamhaeng-Suvarnabhumi Maneerin Masterpiece Rangsit Bright Shop House Ramkhamhaeng *** Villa Shop House Ramkhamhaeng 174 ** Total Revenue from the Sale of land and houses

56

Product Type

2013

2012

2011

MB

%

MB

%

MB

%

SDH

-

-

-

-

76

1%

SDH SDH SDH

127 76 7

2% 1% 0%

150 51

2% 1%

46 -

1% -

SDH

432

6%

505

7%

415

6%

SDH/Land SDH SDH SDH SDH SDH SDH

105 514 166 447 282

2% 8% 2% 7% 4%

TH TH TH TH TH TH TH TH TH SDH TH, SDH SDH TH, SDH

359 61 95 5 37 141 87 84 214 7 193

5% 1% 1% 0% 1% 2% 1% 1% 3% 0% 3%

322 364 58 57 281 213 24 26 102 -

4% 5% 1% 1% 4% 3% 1% -

295 595 266 375 310 243 -

4% 7% 4% 5% 5% 4% -

-

-

30

-

12 1 3 -

-

SDH TH TH SDH SDH shop shop

26 0% 41 1% 6,836 100%

92 1% 128 2% 2 4 5 539 7% 601 9% 102 2% 113 2% 373 5% 323 5% Villa205 Shop House 3% Ramkhamhaeng 273 4%174 **

15 8 7,489 100%

6,926 100%

Remark : SDH = Single Detached House, TH = Townhouse, Land = Land, Shop =Shop House ** Developed by 100%-owned subsidiary Estate Perfect Co., Ltd. *** Developed by 100%-owned subsidies Residence Number Nine Co., Ltd. **** Developed by 100%-owned subsidies Bright Development Bangkok Co., Ltd.

As shown in the balance sheet, sales revenue of Property Perfect in 2011-2013 are Bt4,960million ,Bt5,509million and Bt4,407million, respectively. In the same period, subsidiaries’ revenue are Bt1,966million , Bt1,980million and Bt2,429 million, respectively

ºÎÙÒà ÜÓ ªÜÛÑÜÚÖÛÖâÚ ¼ÛÖáà ¹ÒãÒÛâÒ ºáßâÐáâßÒ Ïæ ·ßÜÑâÐá áæÝÒ Project

2013 MB

2012 %

CONDO CONDO

335 12.8% 4 0.2%

CONDO CONDO CONDO CONDO

431 446 396 500

CONDO

MB

2011 % 1ğ>%&>#

574 48.6% 606 51.4%

MB

579 53.9% 495 46.1%

16.4% 17.0% 15.1% 19.0%

514 2,626 100% 1,180

100% 1,074

100%

Note: Condo = Condominium **** Developed by Bright Development Bangkok Co. ,Ltd, 100% owned by the Company.

Revenue from sales of condominium units presented in the consolidated financial statements came from total revenue from projects developed by Property Perfect Public Company Limited in 2011-2013 are Bt579million, B574million and Bt335million, respectively. In the same period, subsidiaries’ revenue are Bt495million, Bt606million and Bt2,291million, respectively.

ANNUAL REPORT 2013 PROPERTY PERFECT

Brand “Metro Park” “Metro Sky” Metro Park Sathorn Metro Sky Ratchada**** Brand “iCondo” iCondo Ngamwongwan **** iCondo Sukhumvit 105 **** iCondo Sukhaphiban 2**** iCondo Sukhumvit 103 **** Brand “Uniloft” Uniloft Salaya 5 rai Total Revenue from the Sale off Condominium Units

Product Type

57

´ÎßØÒáÖÛÔ ÎÛÑ ªÜÚÝÒáÖáÖÜÛ ´ÎßØÒáÖÛÔ ·ßÜÑâÐá ºáßÎáÒÔÖÒà «ÒàÖÔÛ w /RZ 5LVH 5HVLGHQWLDO 8QLWV The company and subsidiaries apply data from the research and development department in designing to best respond to customer preferences. The product of company and subsidiaries design covers single detached houses, Duplex house and townhouses – with focus on the look and usable space to fit the new lifestyle as well as Thailand’s weather condition. The design team works with leading architecture firms in creating new innovative features – having the design, usable space and cost-efficiency as the priorities which serve demand and lifestyle meet different demand of customers.

In the previous year, the company and subsidiaries have introduced a new home design namely “Urbanista Collection”, to match consumers’ demand in terms of product types, usable space and modern looks. The collection comprises two series: w &LW\ /LIH 6HULHV WR OXUH WDUJHW JURXSV RI 3HUIHFW 3DUN EUDQG w 6PDUW /LIH 6HULHV WR OXUH WDUJHW JURXSV RI 3HUIHFW 3ODFH EUDQG

58

The Urbanista Collection is designed to satisfy the new generation’s lifestyle. The natural modern style comes with functional designs, allowing the flexibility to suit different lifestyles under the “flexible space” concept.

- Sky Terrace: The new personal rest area, extended from the bedroom, to enjoy the spacious verandah and the natural breeze. It can be turned into a coffee corner in the morning or the open reading room.

- Dining Room : Designed to face the garden and prevent the spread of food smell to the living room.

Connecting the pantry, it offers convenience in food preparation for small parties.

- Window Corner : A bedroom corner facing the open space outside. The spacious verandah extends in two sides, for perfect recreation.

- Walk-in Closet : The special corner inside the bedroom, which can be converted for other activities like reading or TV watching.

The collection has received warm welcome and is still selling well despite poor business sentiment.

w &RQGRPLQLXP The company and subsidiaries’ condominiums are both low-rise (with no more than 8 floors) and high-rise (with over 8 floors), offered under various brands in line with the project type and target groups.

High Rise Condominium The Sky, The high-rise condominium brand will target the new generation who seeks different products for their unique lifestyles. The condominiums will be completed with high-quality materials and offer a variety facilities. The units will be designed for maximum space utilization. The units will be priced in the range of Bt2.5-Bt9 million.

ANNUAL REPORT 2013 PROPERTY PERFECT

59

Metro Sky, high-rise condominium, to lure home buyers looking for city units near the electric train routes.

The units are priced between Bt2.0-Bt5.0 million per unit.

Low Rise Condominium Metro Park, low Rise condominium, near the city center and along the electric train route. The project’s price tag is between Bt1.2-Bt3 million per unit. iCondo, targets the first jobbers yearning for personal lifestyle (iLIFE, iSTYLE). It is designed to maximize space, to allow various functions. Under the iFacilities concept, the condominium is fully equipped with facilities for a perfect living such as: - iClub Standard clubhouse - iPool Saltwater swimming pool, offering the resort-like ambience - iConnect (Wifi Internet) For recreational activities and news updating by the pool or the central area.

- iGarden The open garden space, equipped with a walk way in the heart of the greenness .

- iShuttle Bus The shuttle service from project sites to train stations for traveling convenience .

- iSecurity driving from maximum security 24 hr. with CCTV.

Uniloft targets university students. Under the Community of Extraordinary design concept, it is the community for university students to support their study and activities with friends. The fully furnished rooms come with all necessary electrical appliances, the 24-hour security system, WiFi access, Uniloft Center where they can read and prepare reports, and a fitness center. Located in the premises are also 7-Eleven convenience store, food shops, laundry shops, and salons. Parking lots are provided as well as cleaning services.

In 2014, a subsidiary plans Uniloft condominium projects for people working near educational institutes. A survey shows these people look for accommodation near workplace to reduce traveling time and related expenses. Though under the “Uniloft” brand, these projects will be available for sale. Two projects are planned near Assumption University and Mahidol University Salaya Campus.

60

Metro Riverfront a low-rise condominium in Rattanathibet, located on the bank of the Chao Phraya River.

Designed for new families, yearning for serene environment. It is located on the road connecting Rattanathibet and Ratchaphruek roads, less than 1km from the train station. The large land area allows perfect landscaping design. The available room space, coming with the price tags of Bt1.6-Bt5.4 million, is also perfect for new families.

In 2014, the company and subsidiaries plan to launch a new brand “Bella Costa�. The first under this brand is planned near Pranburi national park, offering the recreational space by the sea. Located on the quiet and secluded coast, it boast the true surrounding nature. The site is only 4.2km off Phetkasem Road. Fully equipped with facilities, the project offer units overlooking the sea. The units are priced at Bt2.95-Bt10 million.

ANNUAL REPORT 2013 PROPERTY PERFECT

Metro Luxx - a premium low-rise development, targeting the chic generation. Located in the city areas, along mass transit routes - both skytrain and subway, the condominium boasts a modern yet relaxing design. The green area is bigger than that of other projects in the same peer. The unit prices range from Bt2.1 million to Bt6.2 million.

61

62

Quality w &RQYHQWLRQDO 6\VWHP The company and subsidiaries control construction works quality, by having contractors complete the designed works with quality materials within the specified period. The construction pattern and methods are jointly formulated to meet the company’s standards. w 3UHIDEULFDWLRQ 6\VWHP 6NHOHWRQ )UDPH DQG 7XQQHO )RUPZRUN Foreseeing construction-related problems like labor shortage, an increase in construction cost and the longer construction period, the Company and subsidiaries plan the capacity expansion for the prefabrication, skeleton frame and tunnel formwork production. This will concurrently address the above problems and support the Company’s business expansion, by shortening the construction period from 6-8 months to 4-5 months.

Construction quality is not compromised by the approach, as materials are mainly supplied by SCG Building Materials Company Limited to ensure durability, strength and beauty. To control the procurement cost, the Company resorts to bulk purchases.

The company and subsidiaries struck a partnership with Siam Cement Public Company Limited (SCG), whereby both jointly introduced a house completed by the innovative Modular system. As a choice to customers, the “SCG HEIM innovative House� is designed to enhance the quality of life through modern technology, high-quality materials and precise quality assessment. The alternative for innovation-centric customers is first available as part of premium-grade projects.

In selling land and house, the Company and subsidiaries focus on offering finished houses, which match the need of customers who want to move in immediately after purchases. They can view the complete units before making a decision. Within 1 month after purchases, the units can be transferred to customers who can immediately move in.

To develop a condominium project, the company and subsidiaries puts emphasis in every stage. The contractors must have track record and ready to start work with an efficient team. The contractors will work closely with a coordination team by the company and subsidiaries. Moreover, the company and subsidiaries also hires a consulting firm with extensive experience in high-rise development, to ensure that the construction meets engineering and non-engineering requirements like the quality, construction schedules and safety. In this regard, Italian-Thai Development Public Company Limited and Sangfah Construction and Engineering Company Limited, the established construction firms, have been all along awarded the construction contracts. During the construction period, the company’s engineering and construction team will inspect and ensure that the process meets the requirements. On top of that is the inspection of a central unit in charge of quality control and the engineering consultant. Training and field trips have been arranged for the company’s engineers and construction foremen. A construction manual is available as well as the manual for construction work inspectation for the FRPSDQ\tV WHDPV DQG FRQWUDFWRUV 7KH FRPSDQ\ HVWDEOLVKHG 8 , &RQVWUXFWLRQ %DQJNRN &RPSDQ\ /LPLWHG to offer construction services and develop the group’s projects - single house, twin houses, townhouses and condominiums. This is to enhance flexibility in construction management, as it will directly handle the supply chain and selection of sub-contractors which will help reduce the construction cost and shorten the construction period. This also allows the efficient control of construction volume and quality.

ANNUAL REPORT 2013 PROPERTY PERFECT

ÛãÖĂ&#x;ĂœĂ›ĂšĂ’Ă›ĂĄ °ÚĂ?ĂŽĂ?ĂĄ ¨à à Òà à ÚÒÛå Aside from enticing designs, functions and reasonable prices, the Company pays attention to the project planning, environmental management, infrastructure system, security system and after-sale services for customers’ maximum benefits. The Company has also hosted activities for major festivals, where its customers can meet neighbors and nurture their good relationship. With the focus, the company won EIA Monitoring Award from the Natural Resources and Environment Ministry for three consecutive years. The three projects received the awards, In 2005-2007,Perfect Place Rattanathibet, Perfect Place Ramkhamhaeng phase1 In 2006 - 2008, Perfect Place Ramkhamhaeng phase 2 and 3 In 2008, the company won the “Outstanding Energy-Saving Estateâ€? award from the Energy Ministry’s Department of Alternative Energy and Efficiency, from a list of home and project designs that boasted energy-saving features like designs, fixtures, space planning and management. The company’s products won the following 10 awards; w LQ WKH FDWHJRU\ RI VPDOO GHWDFKHG KRXVHV ZLWK EHORZ VTP RI XVDEOH VSDFH IRU Perfect Place Rattanathibet and Perfect Place Sukhumvit 77-Suvarnabhumi projects. w LQ WKH FDWHJRU\ RI PHGLXP VL]HG GHWDFKHG KRXVHV ZLWK VTP RI XVDEOH VSDFH IRU Perfect Masterpiece Rattanathibet w LQ WKH FDWHJRU\ RI WRZQKRXVHV ZLWK EHORZ VTP LQ XVDEOH VSDFH IRU 7KH 9LOOD 5DWWDWKLEHW SURMHFW w LQ WKH FDWHJRU\ RI WRZQKRXVHV ZLWK RYHU VTP LQ XVDEOH VSDFH IRU 7KH 0HWUR 5DPD w $ZDUG LQ WKH FDWHJRU\ RI D VPDOO GHYHORSPHQW SURMHFW ZLWK QR PRUH WKDQ GHYHORSPHQW ORWV IRU 0DQHHULQ Park 2 Rangsit project. w $ZDUG LQ WKH FDWHJRU\ RI D PHGLXP GHYHORSPHQW SURMHFW ZLWK GHYHORSPHQW ORWV IRU 3HUIHFW 0DVWHUSLHFH Ekamai-Ramintra project. w $ZDUG LQ WKH FDWHJRU\ RI D ODUJH GHYHORSPHQW SURMHFW ZLWK GHYHORSPHQW ORWV RU RYHU IRU 3HUIHFW 3ODFH Sukhumvit 77-Suvarnabhumi project.

In 2009, Perfect Masterpiece Rattanathibet was named the “Best Housing Development� in Thailand Property Awards 2012, recognized as an excellent housing estate, while Perfect Place Rangsit was awarded a plaque honoring it as an outstanding private housing project.

In addition, the company provides public gardens, lakes, large and perfect club houses. The company has teamed up with business partners to open their shops in the club house areas such as Black Canyon, Clark Hatch Fitness Center, V Shop and 108- Shop Convenience stores and True coffee - Coffee Shop. These facilities differentiate the company’s projects from others’, creating the friendly ambience to residents who have warmly welcomed the concept.

63

¡Ă&#x;Ă–Ă?ÖÛÔ ºåĂ&#x;ÎåÒÔÌ The company and subsidiaries has policy to set prices based on the economic condition, market demand and competition in all of products such as Single Detached house, Duplex house Townhouse and condominium. These factors are jointly considered with costs, locations, project types and market conditions when compared with competitors. There are several guidelines for price setting such as setting higher price than rivals but better designs, and environmental and convenient facilities.

The company and subsidiaries have offered various project types and prices to serve different demand as follows : Products in the single houses, twin houses and townhouses category are priced from Bt1.7 million to Bt40 million, to meet the purchasing power of various target groups.

Products in the condominium category are priced from Bt1 million to Bt11 million, to meet the purchasing power of various target groups.

The table described residence prices by brand Pricing (Unit: Million Baht) Type

1.0 – 2.0

2.0 – 3.0

3.0 – 4.0

4.0 – 5.0

5.0 – 9.0

6E 3Ğ>  •—

9.0 - 40 Million 4.0 - 9.0 Million 3.0 - 5.0 Million Single Detached House and Duplex House

2.5 - 5.0 Million

3.5 - 5.0 Million Townhouse

1.7 - 3.5 Million 1.3 - 3.0 Million 1.6 - 5.4 Million 1.9 - 5.0 Million 1.0 - 2.0 Million

Condominium

64

1.0 - 1.2 Million

2.8 - 11 Million

ANNUAL REPORT 2013 PROPERTY PERFECT

·ÙÎÐÒ w /RFDWLRQ The projects of the company and subsidiaries are mostly located in high-potential locations, set along the electric train routes or new roads as.

- In the North and West of Bangkok, The projects will be located on main roads along the Purple Line route (Bang Sue-Bang Yai) which will be operated in 2016, Red Line (Bang Sue-Rangsit) and Pink Line (Kharai-Min Buri), which include Ratchaphruek, Chaiyaphruek, Rattanathibet, Kanchanapisek, Nonthaburi Bridge -Bang Buathong road and Rangsit-Pathum Thani roads. These encompass roads linking to important area as Rama 4 Bridge (crossing the Chao Phraya River) and roads that link Ratchaphruek and Kanchanapisek roads which link area from Chaengwattana road to Kanchanapisek road and Western Motorway road that link Bangyai-Ban Pong-Karnchanaburi . Ratchaphruek Road is being expanded from 6 lanes to 10. With proximity to the second-stage expressway and the new express way -Sri Rath -Outer Ring which aside from shopping centers like Central West Gate Bang Yai, Central Chaengwattana, Central Rattanathibet, Future Park Rangsit and The Crystal shopping center.

- In the East, New projects will be located on main roads along the Airport Rail Link, the Pink Line (Kaerai-Minburi) which will be operated in 2017, and Orange Line (Talingchan-Min Buri). Near Suvarnabhumi Airport, the main roads include Ramkhamhaeng road, Sukhumvit 77 road and Romklao road, promising linkages to the Motor Way towards Chon Buri and Pattaya in the East and the Eastern outer ring road towards North and South of Bangkok.

- Urban City projects are in business areas like near Motor way, Airport Rail Link, BTS and MRT subway as well as the routes which running and to be opened soon. They are mostly up-scale housing units (Perfect Masterpiece), 3-storey townhouses (The Metro) and condominium (Metro Park, Metro Sky, The Sky, iCondo).

65

·ßÜÚÜáÖÜÛ Advertising & Place The Single Detached House and condominium projects of the company and subsidiaries have applied the integrated communications as newspaper, TV Scoop, radio spot, Billboard, Direct mail etc, in selling the products. Mass media is exploited for the one-time advertisement to advertise a number of projects to target customers in lower advertising cost.

Complimenting the strategy is the direct marketing, whereby a specific media is chosen for a particular target group and a particular Campaign, marketing events and customer relationship management (CRM) to take care of existing customers.

The Perfect Friend Club is launched to thank existing customers who introduce the projects to their friends, as a means to effectively reach out to target customers at a low cost. The ratio of units sold under the scheme has been significantly rising, thanks to clients’ recommendations to their friends and relatives.

The company and subsidiaries launched an offensive strategy to market products through online marketing channels, thanks to the growing usage of technology among today’s customers. The budget for online advertising has been on the rise.

Aside from websites, it is spent on the search engine and web banners to create awareness. Aside, there is the E-Direct Mail service to reach a particular group of customers. Social network channels are introduced, covering Facebook, Twitter and Instagram, to promote the organizational image and enhance confidence in the organization. The mobile media and applications have been adopted, to facilitate access to the company’s information. The company and subsidiaries also host special marketing activities for customers who accessed information through the websites. These customers are asked to register online for site visits and registered customers are awarded a special privilege. This is to promote the interactive communication channel and it has been warmly welcomed. This also allows effective data collection and follow-ups.

The company and subsidiaries have devised unique promotions for particular groups of target customers with realization of their different preferences, to speed up their buying decision process. The strategies take into account economic environment at a certain period. For example, for customers seeking a complete house, with help from leading financial institutions, they are offered with low-interest loans, an extended borrowing period, and the step installment program. Through cooperation with leading furniture makers, the company offers customers a chance to buy a house with furniture at special prices, to help them save shopping time and reduce the need for an interior design. Special furniture prices also save their money, as loans for furniture purchase often carry higher interest rate than mortgage loans.

©ßÎÛÑ ©âÖÙÑÖÛÔ ºáßÎáÒÔÖÒà The brand biding of the company’ and subsidiaries has been differentiated from competitors’. The Brand DNA is created under the “Happy Living” concept, to underline the company’s focus in creating the new living standards for all residing in the Property Perfect projects.

Happy Living contains 4 main happiness-supporting components w +RXVH +DSS\ ZLWK 3HUIHFW 4XDOLW\ Residing in high-quality houses, which are well-designed for maximized functions and pleasant look as well as for energy saving and environmental friendly purposes. Focus is also on standard materials and the thorough quality control of the construction process. The construction works are closely and thoroughly monitored and applied modern technology like the prefabrication which ensures short construction period but standard quarter. All the units are also subjected to the QC Pass system before delivery to customers.

66

In 2013, the company and subsidiaries also adopted the ISO9001: 2008 standards, dealing with quality management. The quality management system will be adopted for the low-rise development projects of the company and subsidiaries, to warrant customer satisfaction. w 6HFXULW\ +DSS\ ZLWK 3HDFH RI 0LQG Deriving from maximum security. Through cooperation with Thai Secom Pitakkij Co., Ltd. (SECOM), a leader security system provider in Japan, the trustworthy Home Security system is designed for all projects to cover from the entrance, guard booths and the overall projects’ space to customers’ home. w /LIHVW\OH +DSS\ ZLWK +HDOWK\ /LIHVW\OH Property Perfect is more than just a home. Here, activities are created to meet customers’ lifestyles. The projects are fully equipped with facilities like a giant club house, where fitness, swimming pools, gyms, shops and other services. The central area is also open for relaxing and exercising purposes as well as family activities, something that they need not to find outside the projects. w *UHHQ (QYLURQPHQW +DSS\ ZLWK )ULHQGO\ (QYLURQPHQW Near-nature environment is provided, with the larger central space which offers floral trees and large lakes for cool living amid fresh air. Focus is also on energy-saving and environmental-friendly materials such as SCG’s cooling roof innovation, CPAC Monier heat-releasing roof tiles, reflective green glass and heat-insulating gypsum boards. Artificial materials have also been introduced to help save the environment, including the laminate floor that looks like real wood and is equally durable; and aluminum window sills which are both durable and beautiful.

The company and subsidiaries believe that a successful brand is built upon customers’ good experiences, which will lead to the company’ and subsidiaries have sustainable image. The construction works, design and project planning are thus properly designed, along with emphasis on environment management, infrastructure and security inside the projects.

Activities are also hosted for better relationships among residents, to create a warm community and happy environment to all residents. Favorable communities spark words of mouths among residents of the company ’s projects, which is a sustainable way to build brand.

ANNUAL REPORT 2013 PROPERTY PERFECT

67

Competition Like in 2013, developers in 2014 generally tend to direct their energy towards addressing the demand that rises in line with large infrastructure projects like mass transit routes, expressways and the future regional transport networks. However, political turbulence emerging late 2013 and continuing into 2014 has significantly affected consumer confidence and the industry. This leads to a significant change in developers’ business strategies. Most developers opt to delay new projects until the situation is stabilized. They shift their focus to reduce the inventory, meet the transfer targets as well as maintain financial liquidity. This is to prepare for possible risks from slower-than-expected sale and revenue realization, due to the unstable political and economic condition.

On the product strategy, developers focus on residential development in high-growth locations and locations along major transport routes. As the purchasing power declines due to the economic instability, higher household debt and more stringent housing loan criteria, most developers focus more on more affordable products like townhouses and cheap condominiums. Or, they will compete in the upscale segment, where competition is low and the target group is the least affected. Low-rise development is expected to least witness negative impacts, thanks to the real demand. Throughout this year, sale in the segment should slightly expand. Meanwhile, the condominium segment may show a stable growth or even slightly contract after a sharp growth rate in the past two years as well as the huge number of sold units which will be gradually transferred On the marketing front, most developers have delayed spending plans, which cover advertising spending, on the belief that such would not yield reasonable impacts in this circumstance. The marketing activities are now geared towards all target groups and adjusted to better cope with the current situation, to maintain or raise their market shares.

The developers have been avoiding a price war, to maintain the profit margin against the advance in production cost.

Property prices tend to rise in line with the production cost, once the market recovers. Developers have adjusted unit size, improved the functions, and cut unnecessary details, to offer the best value for money. This will help boost the purchasing power of customers for units in their desirable locations. Meanwhile, the adoption of more prefabricated technology has cut the construction cost and offered development speed, which will improve their ability to address the changes in market condition. It will also help reduce cost volatility and circumstantial risks, and ultimately strengthen their competitive edge.

68

¹ÒÎÙ ¬àáÎáÒ °ÛÑâàáßæ ¶ãÒßãÖÒä ÎÛÑ ¶âáÙÜÜØ The negative momentum seen late 2013 should continue in 2014, particularly in the first half. Political instability will be the prime factor to determine the direction of all sectors. Meanwhile, external factors will also influence the situation, including the preparation for the Asean Economic Community (AEC) and the global economic condition.

The residential market in 2013 showed a growth from 2012, especially in the low-rise segment. The condominium segment also showed an improvement. The demand and supply tends to remain positive thanks to developers’ adjustments to market conditions. New projects are expected to be launched along new transport routes particularly the new mass transit routes and the extended sections. The projects will spur demand and shape housing demand in particular areas.

However, the increase in construction cost and land prices will pose a major risk to the industry, as well as the more stringent lending criteria which will affect residential demand and the purchasing power.

Compared to 2012, the number of transferred residential units in the Greater Bangkok rose 13% in 2013 while the transaction value rose by 21%. The number of registered housing units in the Greater Bangkok slightly rose by 4% compared to 2012 which showed a robust growth. Newly-launched projects in the year consisted of both high-rise and low-rise. The number of newly-launched units rose by 29% while the value advanced by 28%. Taking into account the sharp growth in provincial market, the figures showed the continued growth in the real estate industry.

In 2013, a total of 180,395 units were transferred, an increase of 13% from the previous year. Meanwhile, the transaction value rose by 21% to Bt433,593 million. (Source: Real Estate Information Center) Of total, low-rise units accounted for 105,251 units, rising by 14%, with combined value of Bt271,774 million which showed a 20% increase on year. Meanwhile, the number of condominium units accounted for 41.7% of all residential units transferred while the combined value accounted for 37.3% of total. In the year, 75,144 units were transferred, up by 13% on year; while the value rose by 21% to Bt161,819 million. Notably, the transaction value expanded above the number of units, indicating an increase in the unit prices. (Source: Real Estate Information Center) The number of completed and registered housing units in the Greater Bangkok rose by 4% from 2012 to 130,046. Of total, low-rise development accounted for 60,514 units, an increase by 30%, while the number of condominium units - 53.5% of total completed units - dropped by 11% to 69,532. This is due to the sharp growth in the previous year. (Source: Real Estate Information Center) The industry as a whole showed an improvement from the previous year, despite a decline in the last quarter.

No. of newly-registered units in Greater Bangkok (1995-2013) (By category)

Total

2012 2013

48,909 44,877 41,305 23,985 17,469 23,128 24,041 24,973 34,592 44,248 46,643 42,764 38,705 34,618 28,998 31,687 31,813 31,745 31,079 1,089

791 1,009

196

178

539

227

80 1,144

945

678

965 1,556 2,296 1,138 1,520 1,462

1,173 2,643

61,944 60,373 43,480 11,895 2,319 2,728 5,062 7,011 12,950 15,418 13,858 17,421 17,837 14,616 11,116 13,767 13,847 13,693 26,792 66,911 70,575 62,837 30,978 9,063 6,679 4,650 5,118 7,399 8,439 10,534 18,607 17,432 34,049 53,725 59,919 34,734 78,391 69,532 178,853 176,616 148,631 67,054 29,029 33,074 33,980 37,182 56,085 69,050 71,713 79,757 75,530 85,579 94,977 106,893 81,856 125,002 130,046

ANNUAL REPORT 2013 PROPERTY PERFECT

1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 Single houses Twin houses Townhouses and shophouses Condominium

Source: Real Estate Information Center, Government Housing Bank

69

148,631

176,616 1996

200,000

178,853

®ßÎÝÕÖÐ ¡ µÜ ÜÓ ßÒÔÖàáÒßÒÑ âÛÖáà ÖÛ ®ßÒÎáÒß ©ÎÛÔØÜØ ÑâßÖÛÔ Ïæ ÐÎáÒÔÜßæ

1995

125,002

130,046

2012

2013

81,856

106,893

94,977

75,530 2007

85,579

79,757 2006

71,713

37,182 2002

2005

33,980 2001

69,050

33,074 2000

2004

29,029

50,000

1999

67,054

100,000

56,085

150,000

Condominium

Townhouse and Shop house

Twin house

2011

2010

2009

2008

2003

1998

1997

0 Single house

Source: Real Estate Information Center, Government Housing Bank

On the supply side, developers still launched more condominium projects, with focus on the areas where the new mass transit routes and extended sections will pass. The number of townhouses and twin houses under development also rose, as it became more difficult to find cheap single houses. Cheap townhouses were introduced to attract buyers who are looking for single houses. In 2013, a total of 131,550 residential units were launched, an increase by 29% from the previous year. Their combined value rose by 28% on year. (Source: Agency for Real Estate Affairs) The number of condominium units, 84,250, showed an increase by 35% on year. They accounted for 64% of all residential units launched in the year. In the year, only 12,789 single house units were launched, rising marginally by 1% on year. Meanwhile, the number of townhouses rose by 23% to 30,074 units.

70

µÒäÙæ ÙÎâÛÐÕÒÑ âÛÖáà ÖÛ ÎÛÑ Single detached house Duplex house Townhouse Condominium Total

2012

2013

Change %

12,720 2,380 24,390 62,548 102,038

12,789 4,437 30,074 84,250 131,550

1% 86% 23% 35% 29%

Source: Agency for Real Estate Affairs

®ßÎÝÕÖÐ ¡ ªÜÚÝÎßÎáÖãÒ ÛâÚÏÒß ÜÓ ÛÒäÙæ ÙÎâÛÐÕÒÑ âÛÖáà ÑâßÖÛÔ Ïæ ÐÎáÒÔÜßæ

+1%

+86%

+23%

+35% 84,250

62,548

30,074 24,390

12,720

12,789 4,437

2012 2013

2,380

Single house

Twin house

Townhouse and shop house

Condominium

ANNUAL REPORT 2013 PROPERTY PERFECT

Source: Agency for Real Estate Affairs The residential demand in 2014 tends to be influenced by real demand, aside from the stimulation from urbanization and transport network expansion. Political instability and unclear economic direction - which dampens consumer confidence - are the key factors to influence sale and revenue. Meanwhile, the purchasing power could also be weakened by the more stringent lending criteria, an increase in household debt, and an increase in asking prices in line with the construction cost.

Should the political situation be more stable and the economic recovery gains momentum, consumers should regain confidence. Low-rise development tends to grow on real housing demand, while high-rise development may show a slower growth rate thanks to the sharp expansion in the past two years.

71

Securities and Holders The Company’s Securities 1. Common shares Accounting year

Registered capital - Value (Bt) - No. of shares Registered capital - Value (Bt) - No. of shares - Par value (Bt. /Shares)

31 Dec.2010

31 Dec. 2011

31 Dec. 2012

31 Dec. 2013

6,552,000,000 1,092,000,000

5,961,161,256 5,961,161,256

5,961,161,256 5,961,161,256

5,961,161,256 5,961,161,256

4,726,344,720 787,724,120 6.00

4,726,456,320 4,726,456,320 1.00

5,641,047,963 5,641,047,963 1.00

5,782,930,655 5,782,930,655 1.00

As of 31 December 2010, the company’s registered capital totaled Bt6,552,000,000 (1,092,000,000 shares at Bt6 par value) and paid-up capital totaled Bt4,726,344,720 (787,724,120 shares at Bt6 par value). The paid-up capital increased Bt15,000 following the exercise of warrants (for 2,500 shares at Bt6 apiece) in December. The new shares were registered with the Commerce Ministry on 11 January 2010.

On 29 April 2011, the shareholder resolutions are as follows; 1. To cancel 160,405,804 common shares, Bt6 par value, totaling Bt962,434,824.

2. To cancel 135,000,000 common shares, Bt6 par value, totaling Bt810,000,000.

3. To reduce the registered capital from Bt6,552,000,000 (1,092,000,000 common shares, Bt6 par value), to Bt4,779,565,176 (796,594,196 common shares, Bt6 par value), by cancelling shares as in Resolutions No. 1 and 2.

4. To change the par value from Bt6 to Bt1.

5. To increase the registered capital from Bt4,779,565,176 (4,779,565,176 shares, Bt1 par value) to Bt5,961,161,256 (5,961,161,256 shares, Bt1 par value) through the issuance of 787,730,720 shares, at Bt1 par value to existing shareholders. A number of 393,865,360 new shares, at Bt1 par value, will also be reserved for warrant exercise.

(Details in No.7.3.1 of Warrants) As of 31 December 2011, the company’s registered capital stood at Bt5,961,161,256 (5,961,161,256 shares with Bt1 par value),from 30 December 2010, following the reduction of capital by Bt1,772,434,824 (295,405,804 shares with Bt6 par value) per Resolutions No. 1, 2 and 3. to Bt4,779,565,176 (796,594,196 shares with Bt6 par) through the cancellation of unallocated common shares. The company also raised the registered capital per Resolutions No. 4 and 5, to Bt5,961,161,256 (5,961,161,256 shares at Bt1 par). Paid-up capital increased to Bt4,726,456,320 (4,726,456,320 shares at Bt1 par), resulting from the exercise of warrants worth Bt39,600 (39,600 shares at Bt1 par) in December 2010 and the exercise of warrants worth Bt72,000 in June 2011 (72,000 shares at Bt1 par). The company registered the capital increase with the Commerce Ministry following the warrant exercises on 13 January 2011 and 11 July 2011, respectively.

As of 31 December 2012, the Company’s registered and paid-up capital rose to Bt5,641,047,963 ( 5,641,047,963 shares at Bt1 par value). This follows the capital increase of Bt787,730,720 (787,730,720 shares at Bt1 par value) as well as the exercise of warrants (PF-W2) in June and November 2012 worth Bt52,928,322 (for 52,928,322 shares at Bt1 par value) and the exercise of warrants PF-W3) in September 2012 worth Bt73,932,601 (for 73,932,601 shares at Bt1 par value).

The new shares were registered with the Ministry of Commerce on 29 June 2012, 6 July 2012 and 12 October 2012, respectively.

72

As of 31 March 2013, the company’s registered capital totaled Bt5,961,161,256 million (5,961,161,256 shares at Bt1 par value). The paid-up capital totaled Bt5,641,047,963 (5,641,047,963 shares at Bt1 par value) As of 30 June 2013, the company’s registered capital totaled Bt5,961,161,256 (5,961,161,256 shares at Bt1 par value), while the paid-up capital totaled Bt5,682,798,455 (5,682,798,455 shares at Bt1 par value) As of 30 June 2013, the company’s registered capital totaled Bt5,961,161,256 (5,961,161,256 at Bt1 par value) while the paid-up capital totaled Bt5,682,798,455 (5,682,798,455 shares at Bt1 par value) As of 30 September 2013, the company’s registered capital totaled Bt5,961,161,256 (5,961,161,256 at Bt1 par value) while the paid-up capital totaled Bt5,782,930,655 (5,782,930,655 shares at Bt1 par value) As of 31 December 2013, the company’s registered capital totaled Bt5,961,161,256 (5,961,161,256 at Bt1 par value) while the paid-up capital totaled Bt5,782,930,655 (5,782,930,655 shares at Bt1 par value) 2. Shareholder Major shareholders The first 10 largest shareholders as of 31 December 2013 are; Rank

Name

ANDAMAN LONGBEACH RESORT COMPANY LIMITED /1 2 SOMERS (U.K.) LIMITED /2 3 JAPAN ASIA GROUP LIMITED /3 4 Natee International Law Office /4 5 Mrs.Sumalee Ongjarit 6 Miss Sumonmas Lipisuntorn 7 HOTEL MANAGEMENT AND LEISURE LIMITED /5 8 Bualuang Long Term Equity Fund 9 Finansa Life Assurance Co. ,Ltd /6 10 Provident fund of Employee of Electricity Generating Authority of Thailand.

1

No. of shares

%

533,326,331 410,000,000 381,050,475 291,494,374 228,481,874 158,400,000 145,000,000 132,967,400 121,415,000 120,275,000

9.22 7.09 6.59

5.04

3.95 2.74 2.51 2.30

2.10 2.08

(Mrs. Vipa Tanmanatrakul owns 523,200 shares of Property Perfect Public Company Limited in her personal account, which is not included in Andaman’s shareholding.) /2

SOMERS (U.K.) LIMITED is a juristic entity registered in the UK, according to the information from Hong Kong Shanghai Banking Corporation (Thailand), the custodian. None of the Company’s executives or parties related to the Company and subsidiaries is connected to SOMERS ( (U.K.) LIMITED. Aside, SOMERS (U.K.) LIMITED has no share or establishes any connection with the Company’s subsidiaries.

ANNUAL REPORT 2013 PROPERTY PERFECT

Data from Thailand Securities Depository Co., Ltd. Note /1 ANDAMAN LONGBEACH RESORT COMPANY LIMITED is 100% owned by Resort Holding Company Limited, which is in turned owned 45% by Wahkit Finance Limited. Property Perfect Public Company Limited was informed by Andaman Long beach Resort (Andaman)’s management that its indirect major shareholder, Wahkit Finance Limited, has no connection with Japan Asia Group Limited and/or MJL Intertrade Company Limited and/or Natee International Law Office Limited. Other shareholders of Resort Holding are Mr. Methee Tanmanatrakul (45%) and Mr. Chaiwat Aswintrangkul (10%). Mr Methee and Mr. Chaiwat are authorized to sign obligations involving Andaman and Resort Holding. There is no connection between Andaman and the company in terms of major shareholders, directors or executives. There is no “nominee account” relationship.

73

/3

JAPAN ASIA GROUP COMPANY LIMITED emerges as a shareholder, as the creditor in the Rehabilitation Plan converted debts to equity in line with the Rehabilitation Plan. Japan Asia Group Limited is registered in the British Virgin Islands, a sovereign territory of the United Kingdom, operating financial services and investment. Under the British Virgin laws, the information of shareholders, registered capital and operating results of companies incorporated there is available only to authorized director, which in the case of Japan Asia Group Limited is Star Mark Enterprises Limited. In quest for the information on its shareholders, the company learns that Japan Asia Group Company Limited’s ultimate shareholder is Mrs. Wai Ching Chung, a resident of Hong Kong, the People’s Republic of China.

There is no connection between Japan Asia Group Limited and the company in terms of major shareholders, directors or executives.

There is no “nominee account” relationship.

/4

Natee International Law Office Company Limited emerged as a shareholder, as a lawful representative of a creditor in the Rehabilitation Plan. Before the plan was terminated (the plan exit), the company was required to issue common shares to creditors entitled to debt to equity conversion as debt repayment. Then, Lowe’s Partner Investment Company Limited and Glorybye Associates Company Limited filed petitions to the Central Bankruptcy Court, saying that they own debt claims of a creditor which was entitled for the issued shares and asking for the court’s judgment. The company thus assigned Natee International Law Office to represent the creditor. The law office was instructed to place the allocated shares at the Court. The shares would be given to the ultimate representative upon the Court’s decision on the case. Natee International Law Office provides legal and accounting services.

On 25 October 2005, the Central Bankruptcy Court resolved that Glorybye Associates Company Limited was the lawful representative and entitled to the shares. The case is under an appeal process and is not yet through. Glorybye Associates Company Limited as such does not appear as a shareholder of the company as it has not yet received the shares from the Court.

Glorybye Associates Company Limited is registered in Samoa as an investment company, having United Continental Investors Limited as a director and executive. There is no connection between Glorybye Associates Company Limited and the company in terms of major shareholders, directors or executives. There is no “nominee account” relationship.

Until 31 January 2012, the shareholder remains on the list.

/5

HOTEL MANAGEMENT AND LEISURE LIMITED is incorporated in the British Virgin Islands and, as a creditor in the debt rehabilitation plan, became a shareholder through debt conversion. The company and/or individuals related to the company and/or subsidiaries do not hold shares or are connected in any way with HOTEL MANAGEMENT AND LEISURE LIMITED. Moreover, HOTEL MANAGEMENT AND LEISURE LIMITED does not hold any share of subsidiaries or is connected in anyway.

/6

Finansa Life Insurance Company Limited is a Thai company which purchased the Company’s shares. None of the Company’s executives or parties related to the Company and subsidiaries is connected to Finansa Life Insurance Company Limited. Finansa Life Insurance Company Limited does not hold a share or establishes any connection with the Company’s subsidiaries.

Impact on shares or voting rights from NVDR As of 31 December 2013, Thai NVDR Company Limited holds 55,014,956 shares of the company, or 0.95% of paid-up common shares. As no voting right is given to Thai NVDR (except in the case of delisting from the Stock Exchange of Thailand), at the shareholder meeting, shareholders in general enjoy a 1.01% increase in voting rights. For the latest information on shares held by Thai NVDR, go to the exchange’s website at www.set.or.th.

3. Other Securities 3.1 Warrants (A) Free warrants to right offering subscribers: Shareholders at the annual meeting on 29 April 2011 approved the issuance of free warrants to existing shareholders who subscribe for capital-increase shares at the ratio of one warrant to every 2 new shares subscribed. (Detail is in No.7.1 Common Shares). Detail is as follow;

74

No. of warrants 393,865,360 units Maturity 3 years from issue date Exercise date Last working day of each quarter Exercise price 1 baht Exercise ratio 1:1 (Warrants per shares) Warrants (PF-W3) A number of 393,865,295 warrants are allocated to right-offering subscribers. The warrants were listed on the Stock Exchange of Thailand on 18 July 2012 and started trading on 1 August 2012. The warrants were issued on 18 July 2012 and will expire on 18 July 2015.

In March 2013, the company received advance payment worth Bt41,750,492 for the exercise of 41,750,492 warrants (for 41,750,492 shares at Bt1 par value). The new shares worth Bt41,750,492 were registered with the Commerce Ministry on 3 April 2013.

In June 2013, the company received advance payment worth Bt100,132,200 for the exercise of 100,132,200 warrants (for 100,132,200 shares at Bt1 par value). The new shares worth Bt100,132,200 were registered with the Commerce Ministry on 9 July 2013. as of 30 June 2013, outstanding warrants totaled 178,050,002 units.

In September 2013, no warrant was exercised, leaving the outstanding number at 178,050,002 units.

In December 2013, no warrant was exercised, leaving the outstanding number at 178,050,002 units.

3.2 Debentures Details of outstanding debentures as of 31 December 2013 are as follows; (A) Partially-collateralized debentures # 1/2012 (1) Specific name

Principal payment Early redemption Other significant condition Credit rating

ANNUAL REPORT 2013 PROPERTY PERFECT

Type No. of debentures Face value Issue size Offering method Issue date Maturity Maturity date Interest rate Interest payment schedule

: Partially-collateralized debentures of Property Perfect Public Company Limited #1/2012 (1), maturing in 2014 : Unsecured holder-bearing debentures with trustee : 500,000 units : Baht 1,000 : Bt 500 million : Public offering to the general public and institutional investors : 15 March 2012 : 2 years from issue date : 15 March 2014 : Fixed 5.35 % per annum : 15 March, 15 June, 15 September and 15 December of every year throughout the debentures’ life. : Principal payment maturity date, 15 March 2014 : None : Debt to equity ratio must be maintained at no more than 2:1 : “BBB Stable” by Tris Rating Co., Ltd.

75

Trustee : Thanachart Bank Public Company Limited Registrar : Bank of Ayudhya Public Company Limited Secondary Market : Thai Bond Market Association (B) Partially-collateralized debentures # 1/2012, (2 ) Specific name

: Partially-collateralized debentures of Property Perfect Public Company Limited #1/2012 (2), maturing in 2015 Type : Unsecured holder-bearing debentures with trustee No. of debentures : 2,000,000 units Face value : Baht 1,000 Issue size : Bt 2,000 million Offering method : Public offering to the general public and institutional investors Issue date : 15 March 2012 Maturity : 3 years from issue date Maturity date : 15 March 2015 Interest rate : 5.35% per annum in 1st-2nd years and 6.25% per annum in 3nd year (Average 5.65 % per annum) Interest payment schedule : 15 March, 15 June, 15 September and 15 December of every year throughout the debentures’ life.

Principal payment : Principal payment maturity date, 15 March 2015 Early redemption : None Other significant condition : Debt to equity ratio must be maintained at no more than 2:1 Credit rating : BBB Stable� by Tris Rating Co., Ltd. Trustee : Bank of Ayudhya Public Company Limited Registrar : Thanachart Bank Public Company Limited Secondary Market : Thai Bond Market Association (C) Partially-collateralized debentures # 2/2012 Specific name Type No. of debentures Face value Issue size Offering method Issue date Maturity Maturity date Interest rate

76

: Partially-collateralized debentures of Property Perfect Public Company Limited #2/2012, maturing in 2015 : Unsecured holder-bearing debentures with trustee : 3,000,000 units : Baht 1,000 : Bt 3,000 million : Public offering to the general public and institutional investors : 9 November 2012 : 3 years from issue date : 9 November 2015 : Fixed 5.45% per annum

Interest payment schedule Principal payment Early redemption

Other significant condition Credit rating Trustee Registrar Secondary Market (D) Unsecured Debentures # 1/2013 Specific name Type No. of debentures Face value Issue size Offering method Issue date Maturity Maturity date Interest rate Interest payment schedule

Specific name Type No. of debentures Face value Issue size Offering method

: Unsecured debentures of Property Perfect Public Company Limited #1/2013, maturing in 2015 : Holder-bearing, unsubordinated, unsecured debentures with trustee : 2,000,000 units : Baht 1,000 : Bt.2,000 million : Public offering to the general public investors : 28 June 2013 : 2 years from issue date : 28 June 2015 : Fixed 6.05% per annum : 28 March, 28 June, 28 September and 28 December of every year throughout the debentures’ life. : Principal payment maturity date, 28 June 2015. : None : Debt to equity ratio must be maintained at no more than 2:1 : “BB+/Negative” by Tris Rating Co., Ltd. : Bank of Ayudhya Public Company Limited : Bank of Ayudhya Public Company Limited : Thai Bond Market Association : Short-term debentures of Property Perfect Public Company Limited #2/2013 (1), maturing on 14 January 2014 : Unsecured holder-bearing debentures with trustee : 800,000 units : Baht 1,000 : Bt 800 million : Public offering to the general public and institutional investors

ANNUAL REPORT 2013 PROPERTY PERFECT

Principal payment Early redemption Other significant condition Credit rating Trustee Registrar Secondary Market (E) Short-term debentures # 2/2013(1)

: 9 February, 9 May, 9 August and 9 November of every year throughout the debentures’ life. : Principal payment maturity date, 9 November 2015 : None : Debt to equity ratio must be maintained at no more than 2:1 : “BBB Stable” by Tris Rating Co., Ltd. : Bank of Ayudhya Public Company Limited : Thanachart Bank Public Company Limited : Thai Bond Market Association

77

Issue date Maturity Maturity date Interest rate Interest payment schedule Principal payment Early redemption Other significant condition Registrar (F) Short-term debentures # 2/2013 (2) Specific name Type No. of debentures Face value Issue size Offering method Issue date Maturity Maturity date Interest rate Interest payment schedule Principal payment Early redemption Other significant condition Registrar (G) Short-term debentures # 3/2013 (1) Registrar Type No. of debentures Face value Issue size Offering method Issue date Maturity Maturity date Interest rate

78

: 19 April 2013 : 270 Days from issue date : 14 January 2014 : Fixed 4.6 % per annum : Principal payment maturity date, 14 January 2014 : None : Debt to equity ratio must be maintained at no more than 2:1 : “BBB- Stable” by Tris Rating Co., Ltd. : Bank of Ayudhya Public Company Limited : Short-term debentures of Property Perfect Public Company Limited #2/2013 (2), maturing on 2 August 2014 : Unsecured holder-bearing debentures with trustee : 1,000,000 units : Baht 1,000 : Bt 1,000 million : Public offering to the general public and institutional investors : 8 May 2013 : 270 Days from issue date : 2 February 2014 : Fixed 4.6 % per annum : Principal payment maturity date, 2 February 2014 : None : Debt to equity ratio must be maintained at no more than 2:1 : “BBB- Stable” by Tris Rating Co., Ltd. : Bank of Ayudhya Public Company Limited : Short-term debentures of Property Perfect Public Company Limited #3/2013 (1), maturing on 5 August 2014 : Unsecured holder-bearing debentures with trustee : 2,000,000 units : Baht 1,000 : Bt 2,000 million : Public offering to the general public and institutional investors : 8 November 2013 : 270 Days from issue date : 5 August 2014 : Fixed 4.7 % per annum

Interest payment schedule : Principal payment maturity date, 5 August 2014 Principal payment : None Early redemption : Debt to equity ratio must be maintained at no more than 2:1 Other significant condition : “BBB- Stable” by Tris Rating Co., Ltd. Registrar : Bank of Ayudthaya Public Company Limited The combined value of remaining debentures is Bt11,300 million.

3.3 Bills (bill of exchange and promissory notes) As of 31 December 2013, the Company’s outstanding bills were valued at Bt512.5million.

4. Dividend policy of the company and subsidiaries The Board of Directors approved at the 5/2007 meeting a change in the dividend policy, which earlier set the dividend payout ratio at 50% of after-tax profits as approved by the shareholders meeting. The change followed the alteration in the accounting measure, which is based on the cost method rather than the equity method. The Company’s dividend payment ratio was changed to 50% of the non-consolidated net profits after legal reserves. The ratio is also set in accordance with the Company’s financial status, liquidity, investment plans and other factors related to the operations.

The company’s subsidiaries have dividend payout policy of at least 50% of unconsolidated net profit after deducting legal reserve. Besides, financial position, liquidity, business expansion and other factors related to the company’s management are also taken into dividend payment consideration.

ANNUAL REPORT 2013 PROPERTY PERFECT

79

80

59 w %DFKHORU RI /DZV &KXODORQJNRUQ 8QLYHUVLW\ 1.542% 1985 - Present Chief Executive Officer / w 7KDL %DUULVWHU DW /DZ 7KDL %DU $VVRFLDWLRQ Deputy Executive Director 2007 - Present Director 2007 - Present Director 2002 - Present Director 1999 - Present Director 1995 - Oct. 2010 Director

Designation

0.001% 2008 - Present Chief Executive Director 1992 - Present Chairman 2005 - 2009 Chairman of Remuneration Committee 1995 - Present Managing Director 1995 - Present Fellow Member 1984 - 1995 Consultant Engineer/ Managing Director 1978 - 1984 Head of Construction Research Section

Timing

2 Mr.Chainid Adhyanasakul Chief Executive Officer/ Deputy Chief Executive Director/ Authorized Signatory Directors

Academic Qualifications

Career experience within the past 5 years

66 w 3K ' 8QLYHUVLW\ RI ,OOLQRLV w $XGLW &RPPLWWHH 3URJUDP $&3

Director Accreditation Program (DAP) 52/2006 ; Thai Institute of Directors; IOD

Age

Equity Holding

1 Dr.Tawatchai Nakhata Chairman / Chief Executive Director/ Authorized Signatory Directors

Name-Title

Date 31 December 2013

Management and Authorized Person of the Company

Bright Development Bangkok Co., Ltd. / Property Development Centrepoint Shopping Mall Co., Ltd. / Property Development Krungthep Land Public Company Limited / Property Development Estate Perfect Company Limited / Property Development Thai Property Public Company Limited / Property Development (Formerly known as “Rattana Real Estate Public Company Limited”)

Property Perfect Public Company Limited

Public Works Department, Ministry of the Interior

Ceda Co., Ltd. / Structural engineering design service The Engineering Institute of Thailand Ceda Co., Ltd. / Structural engineering design service

Property Perfect Public Company Limited Property Perfect Public Company Limited Property Perfect Public Company Limited

Company / Business Type

Academic Qualifications Timing

Designation

Career experience within the past 5 years

1996 - 2000

Director

0.000% 2010 - Present Deputy Chairman / Chairman 67 w 0DVWHU RI 6FLHQFH of The Remuneration Committee w %DFKHORU RI $UWV 3ROLWLFDO 6FLHQFH

2007- April 2010 Chairman of Audit Committee w &HUWLILFDWH LQ )LQDQFLDO 3ROLF\ $QDO\VLV 3URJUDP 2007- Present Director / Independent Director International Monetary Fund, Retired Government officer 2006 Washington DC, USA. 2004 - 2006 Government Officer w &HUWLILFDWH LQ 6WRFN 0DUNHW 'HYHORSPHQW 3URJUDP Securities and Exchange Commission, Government Officer 2004 Washington DC, USA 2000 - 2004 Inspectors-General / Director w &HUWLILFDWH LQ ([HFXWLYH 3URJUDP Harvard University, USA. 1998 - 2000 Deputy Director / Director

Age

Equity Holding

Property Perfect Public Company Limited Property Perfect Public Company Limited The Secretariat of the Prime Minister Office Government Officials in Charge of International Trade Affairs The Office of Thai Trade Representative Government Officials of Prime Minister’s Office Ministry of Finance / Vayupak Fund Fiscal Policy Office / Office of General Administration for 33rd Annual Meeting of the Board of Governors of Asian Development Bank Office of the Neighboring Countries Economic Development Cooperation Fund Fiscal Policy Office

Property Perfect Public Company Limited

Company / Business Type

1994 - 1998

Specialist Expert for Debt Management Director 1994 Saving & Investment Policy Division, Fiscal Policy Office Director 1989 Capital Market Development Policy Division, Fiscal Policy Office Director 1986 Financial and Financial Institution Policy Division, Fiscal Policy Office Assistant to Country Executive World Bank - Washington DC, USA. 1979 -1980 Director of SEA Group 4 Dr.Somsak Toruksa 62 w 3K ' /DZV 5DPNKDPKDHQJ 8QLYHUVLW\ 0.000% 2010 - Present Chairman of Nominating Committee Property Perfect Public Company Limited Director / w 0DVWHU RI /DZV 5DPNKDPKDHQJ 8QLYHUVLW\ 1998 - Present Director / Independent Director / Property Perfect Public Company Limited Independent Director / w $XGLW &RPPLWWHH 3URJUDP $&3

Audit Committee Audit Committee / Director Accreditation Program (DAP) 52/2006 ; 1993 - Present Managing Director Somsak Toruksa Law Office Co., Ltd. / Law Chairman of Nominating Committee Thai Institute of Directors(IOD) 5 Mr.Vidhya Nativivat 59 w 0DVWHU RI /DZV 1.397% 2004 - Present Non Executive Director / Nominating Property Perfect Public Company Limited Non Executive Director / The George Washington University, USA Committee / Remuneration Committee Nominating Committee/ w %DFKHORU RI /DZV 7KDPPDVDW 8QLYHUVLW\ 1986 - Present Managing Director Bunchong and Vidhya Law Office Ltd. / Law Remuneration Committee w 'LUHFWRU $FFUHGLWDWLRQ 3URJUDP '$3

Thai Institute of Directors(IOD)

3 Mr.Virayuk Puntupetch Deputy Chairman / Independent Director / Chairman of The Remuneration Committee

Name-Title

ANNUAL REPORT 2013 PROPERTY PERFECT

81

82

Age

Academic Qualifications

Equity Holding Timing

Designation

Career experience within the past 5 years

8 Mr.Ooi Boon Aun Non Executive Director

55 w % $ %XVLQHVV $GPLQLVWUDWLRQ National University of Singapore

Non Executive Director Financial & Management Consultancy Managing Director Honorary Executive Director Group Vice Chairman and President

0.000 % 2008 - Present 2007 - Present 2004 - 2006 1996 - 2006 2003 - 2004 1998 - 2003

6 Dr.Thamnoon Ananthothai 56 w 3K ' ,QWHUQDWLRQDO 0DQDJHPHQW 0.000% 2010 - Present Risk Management Committee Director / Walden University, Naples, Florida USA. 2005 - Present Director / Independent Director / Independent Director / w $ & $ &HUWLILFDWH $PHULFDQ $FFUHGLWDWLRQ Audit Committee Audit Committee /Risk Management Council for Accountancy, USA. 2008 - Present Director / Audit Committee Committee w 0 % $ 0DQDJHPHQW 7KH 8QLYHUVLW\ 2007 - Present Vice Chairman/Chairman of Audit Committee of Sarasota, Florida, USA. 2007 - Present Director / Chairman of the Audit Committee w % $ $FFRXQWDQF\ 0DQDJHPHQW 2006 - Present Director / Chairman of the Audit Committee Eckerd College-St. Petersburg, USA. 2005 - Present Director / Audit Committee w $XGLW &RPPLWWHH 3URJUDP $&3

2004 - Present Executive Director Director Accreditation Program(DAP) 48/2005, 2001 - Present Executive Board Member / Sub-Committee Director Certification Program (DCP) 70/2006, The Role Of The Chairman Program(RCP) 2001 - Present Director of The Investment Management 14/2006 Sub-Committee Understanding the Fundamental of Financial 1997 - Present Director of Economic Sector Sub-Committee Statement (UFS) 7/2007; Thai Institute of 2002 - 2003 Dean of College of Business Administration Directors.(IOD) 1998 - 2002 Managing Director/ President & CEO 7 Mr.Phairat Senachack 64 w 0LQL 0%$ 7KDPPDVDW 8QLYHUVLW\ 0.000 % 2011 - Present Director /Executive Director / Director / w %DFKHORU RI %XVLQHVV $GPLQLVWUDWLRQ Consultant of Chief Executive Officer Executive Director / Assumption University 1996 - 2010 Director / Executive Director / Consultant of Chief Executive w 'LUHFWRU &HUWLILFDWLRQ 3URJUDP '&3

Deputy Chief Operating Officer Officer / w 'LUHFWRU $FFUHGLWDWLRQ 3URJUDP '$3

Authorized Signatory Directors Thai Institute of Directors (IOD)

Name-Title

Property Perfect Public Company Limited East Asset Alliance Limited.(“EAAL�)

Depfa Investment Bank Ltd, Hong Kong.

Republic of Cyprus in Special Administrative Regions, Hong Kong, China.

The Group Subsidiary of Standard Bank Asia Ltd. TCC. (Thai Beverage Group and Companies)

Property Perfect Public Company Limited

The Federation of Thai Industries.

Dhurakij Pundit University / University DBS Thai Danu Securities Limited / Securities Property Perfect Public Company Limited

Bangkok University / University Better World Green Public Company Limited IFS-Capital (Thailand) Public Company Limited Eastern Printing Public Company Limited Ua Withaya Public Company Limited Merchant Partners Securities Limited Clearing House of The Agricultural Futures Exchange of Thailand The National Social Security Fund.

Property Perfect Public Company Limited Property Perfect Public Company Limited

Company / Business Type

Age

Academic Qualifications

10 Mr.Krish Follett Director / Independent Director / Chairman of Audit Committee / Remuneration Committee

Equity Holding Timing

Designation

Career experience within the past 5 years

0.000% 2010 - Present Nominating Committee 2009 - Present Director / Independent Director / Chairman of Risk Management Committee 1996 - 2008 Executive Vice President 1994 - 1996 Senior Manager for Commercial Finance and Construction Finance 1992 - 1994 Commercial Finance Manager 1991 - 1992 Industrial and Commercial Finance Manager 1990 - 1991 Business Development Manager 65 w 0%$ 7KDPPDVDW 8QLYHUVLW\ 0.000% 2010 - Present Director/ Independent Director / w %DFKHORU RI (FRQRPLF Chairman of Audit Committee / Thammasat University Remuneration Committee w $GYDQFHG 0DQDJHPHQW 3URJUDP +DUYDUG 2010 - Present Director/ Independent Director / Business School, Boston, USA. Chairman of Audit Committee 2008 - 2009 Assistant Governor, Operation Division 2004 - 2008 Senior Director of Internal Audit Department 2002 - 2004 Senior Director of Audit 1 Dept. for Finance Control 1 Division 2000 - 2002 Director of Reorganization Department 1998 - 2000 Director of Operation Division, Northeastern Region Office 1996 - 1998 Assistant Director of Electronics Financial Transactions Center 1995 - 1996 Assistant Director of Northern Region Office Establish Unit 1992 - 1995 Director of Capital Market Audit Division 1991 - 1992 Chief of Special Department in Financial Institution Supervision in Practice

9 Mrs.Nuanual Swasdikula-Na-Ayudhaya 64 w %DFKHORU RI /DZV 7KDPPDVDW 8QLYHUVLW\ Director / w 7KDL %DUULVWHU DW /DZ 7KDL %DU $VVRFLDWLRQ Independent Director / Chairman of Risk Management Committee / Nominating Committee

Name-Title

ANNUAL REPORT 2013 PROPERTY PERFECT

83

Bank of Thailand

Security and Exchange Commission

Bank of Thailand

Bank of Thailand

Bank of Thailand Bank of Thailand

Bank of Thailand

Bank of Thailand Bank of Thailand

Amanah Leasing Public Company Limited

TMB Bank Public Company Limited Property Perfect Public Company Limited

TMB Bank Public Company Limited TMB Bank Public Company Limited

TMB Bank Public Company Limited TMB Bank Public Company Limited

Property Perfect Public Company Limited Property Perfect Public Company Limited

Company / Business Type

84

13 Mr.Pramote Rermyindee Company Secretary

w w

60 w w w

w

52 w

12 Ms.Sirirat Wongwattana Director / Executive Director / Deputy Chief Supporting Officer / Authorized signatory directors

Timing

Designation

Career experience within the past 5 years

0.000% 2012 - Present Director / Independent Director Apr. 2012 - Sep. Deputy Permanent Secretary 2012 2008 - Mar.2012 Director General Nov.2008 - Nov. Independent Director 2011 2006 - 2008 Governor of Samut Prakarn Province 2005 - 2006 Governor of Samut Songkhram Province 2004 - 2005 Governor of Phangnga Province 0.000% 2011 - Present Director/ Executive Director& 0 $ RI 6FLHQFH )LQDQFH XQLYHUVLW\ RI Secretary of Executive / Deputy Houston – Clear lake, Texas, USA. Chief Supporting Officer % $ RI 6FLHQFH (FRQRPLFV %XVLQHVV Director/ Executive Director & Administration-Finance, Kasetsart University 2008 - 2010 Secretary of Executive / Assistant Chief Business Development Officer Director of Investor Relation 2003-2007 & Information System Division Head of Research 2000-2003 Sub- Marketing Director 1999-2000 Asst. Director of Provident Fund Dept.

1998-1999 %DFKHORU RI /DZV &KXODORQJNRUQ 8QLYHUVLW\ 1.492% 1998 – Present Company Secretary 7KDL %DUULVWHU DW /DZ 7KDL %DU $VVRFLDWLRQ 1992 – Present Partner Manager *UDGXDWH 'LSORPD LQ %XVLQHVV /DZ 1994 - 1997 Executive Director Thammasat University 1993 Executive Director 'LUHFWRU &HUWLILFDWLRQ 3URJUDP '&3

'LUHFWRU $FFUHGLWDWLRQ 3URJUDP '$3

Finance for Non-Finance Director; Thai Institute of Directors.(IOD)

Academic Qualifications

62 w 0DVWHU RI 3XEOLF $GPLQLVWUDWLRQ 6FLHQFH Chulalongkorn University w %DFKHORU RI /DZV 6HFRQG &ODVV +RQRXUV Chulalongkorn University

Age

11 Mr.Anuwat Maytheewibulwut Director / Independent Director

Name-Title

Equity Holding

Research Dept. / BFIT Securities Limited / Securities BOA Asset Management company limited / Securities Bank of Asia Public Company Limited / Securities Property Perfect Public Company Limited Ordinary Partnership, Thammathit Law Office / Law Sapthamrong Securities Limited / Financial Institution Sri Nakorn Credit Foncier Limited / Financial Institution

Property Perfect Public Company Limited

Property Perfect Public Company Limited

Phangnga Province, Ministry of Interior Property Perfect Public Company Limited

Samut Prakarn Province, Ministry of Interior Samut Songkhram Province, Ministry of Interior

Department of Land, Ministry of Interior PTT Public Company Limited

Property Perfect Public Company Limited Ministry of Interior (MOI)

Company / Business Type

47 w %DFKHORU RI (QJLQHHU .LQJ 0RQJNXWtV Institute of Technology Ladkrabang

16 Mr.Pornswat Katechulasriroj Executive Director / Deputy Chief Operating Officer 2

Timing

2008 – 2009

2009 - 2010

2003 - 2010 1995 – 2003 0.000 % 2011 - Present

0.018% 2011 - Present

2008 – 2010 2002 - 2008

50 w 0%$ 7KDPPDVDW 8QLYHUVLW\ w %DFKHORU RI $FFRXQWDQF\ 7KDPPDVDW University w &HUWLILHG 3XEOLF $FFRXQWDQW 1993 - 2004

0.091 % 2008 - Present 2005 - 2007

Company / Business Type

Property Perfect Public Company Limited

Property Perfect Public Company Limited Property Perfect Public Company Limited

Property Perfect Public Company Limited Property Perfect Public Company Limited

Property Perfect Public Company Limited

Property Perfect Public Company Limited

Estate Perfect Co., Ltd.

Property Perfect Public Company Limited Baanpan Engineering & Holding Co., Ltd. Estate Perfect Co., Ltd.

Property Perfect Public Company Limited

Property Perfect Public Company Limited Property Perfect Public Company Limited

Property Perfect Public Company Limited

Note : No.11, Mr. Anuwat Maytheewibulwut resigned as director and independent director on 15 February 2014, citing other binding duties that prohibited the service.

18 Mr.Surasak Vacharapongpreecha Asst. Chief Financial Officer

Executive Director / Deputy Chief Financial Officer Asst. Chief Financial Officer Executive Director / Finance & Treasury Director Executive Director / Deputy Chief Operating Officer 1 Asst. Chief Operating Officer Managing Director Executive Director / Deputy Chief Operating Officer 2 Asst. Chief Business Development Officer Research and Business Development Director Executive Director / Deputy Chief Business Development Officer Asst. Chief Operating Officer Director of Design & Project Development Division Asst. Chief Financial Officer Executive Director / Accounting Division Director Executive Director / Accounting Division Deputy Director

Designation

Career experience within the past 5 years

0.000 % 2011 - Present

Equity Holding

0.013% 2011- Present 53 w 0%$ &KXODORQJNRUQ 8QLYHUVLW\ 17 Mr.Wongsakorn Prasitvipat w %DFKHORU RI $UFKLWHFW &KXODORQJNRUQ 8QLYHUVLW\ Executive Director / 2008 - 2010 w 5HDO (VWDWH &RXUVH 5(&8

Deputy Chief Business Development Chulalongkorn University 1993 - 2007 Officer

53 w 0%$ &KXODORQJNRUQ 8QLYHUVLW\ w %DFKHORU RI &LYLO (QJLQHHU &KXODORQJNRUQ University

15 Mr.Wicharn Siriwetwarawut Executive Director / Deputy Chief Operating Officer 1

Academic Qualifications

54 w 0%$ 5RRVHYHOW 8QLYHUVLW\ 86$ w %DFKHORU RI (FRQRPLF Thammasat University

Age

14 Ms.Supee Reodecha Executive Director / Deputy Chief Financial Officer

Name-Title

ANNUAL REPORT 2013 PROPERTY PERFECT

85

86

1. Dr.Tawatchai Nakhata 2. Mr.Virayuk Puntupetch 3. Mr.Chainid Adhyanasakul 4. Mr.Phairat Senachack 5. Dr.Somsak Torukraksa 6. Dr.Thamnoon Ananthothai 7. Mr.Vidhya Nativivat 8. Ms.Sirirat Wongwattana 9. Mr.Ooi Boon Aun 10.Mrs.Nuanual Swasdikula-Na-Ayudhaya 11. Mr.Krish Follett 12. Mr. Anuwat Maytheewibulwut 13. Mr.Pramote Rermyindee 14. Ms.Supee Reodecha 15. Mr.Wicharn Siriwetwarawut 16. Mr.Pornswat Katechulasriroj 17. Mr.Wongsakorn Prasitvipat 18. Mr.Surasak Vacharapongpreecha

Name

Company ‘ s name

*, / *, / @ //, /// //, /// //, /// //, /// ///

*, XX /, //, /// /, //, /// *, / *, / / /, //, /// / *, /

PF

Company

/ / /

/

/

BD

/

/

EP

/

R9

/

/

/

CD

/

/

X

WR

/

/

Centre Point

/

/

MS

Subsidiary Company

/

P-PREFAB

/

PSC

/

/

PPI

/

/

SG

/

KA

/

KLAND

Associated Company

Details of directors, executive directors and directors of Property Perfect Plc., subsidiary company and affiliates as of 31 December 2013.

Details of Positions

x xx xxx * / // /// @

3.

PF EP BD R9 CD WR &HQWHU 3RLQW MS P-PREFAB PSC PPI SG KA KLAND

2.

= Chairman = Deputy Chairman = Chief Executive Director = Independent Director = Director = Executive Director = Executive = Company Secretary

= Property Perfect Public Company Limited = Estate Perfect Company Limited = Bright Development Bangkok Company Limited = Residence Number Nine Co., Ltd. = ChiangMai Development Co., Ltd. = We Retail Public Company limited &HQWUH SRLQW 6KRSSLQJ 0DOO &RPSDQ\ /LPLWHG• = Mariya Stuff Co., Ltd. = Perfect Prefab Co., Ltd. = Perfect Sport Club Co., Ltd. = Property Perfect International Pte.Ltd. = Share Group Co., Ltd. = Kabushiki Kaisha Kiroro Associates Co.,Ltd. = Krungthep Land Public Company Limited

No.12, Mr. Anuwat Maytheewibulwut resigned as director and independent director on 15 February 2014, citing other binding duties that prohibited the service.

1.

Note :

ANNUAL REPORT 2013 PROPERTY PERFECT

87

Executives’ remuneration 1. Financial Benefits The company has in place a committee to consider remunerations. The committee is responsible for drafting the policy and criteria for the remuneration of chief executive officer, directors, and the company’s advisors. It also takes charge in setting the annual pay increase and interim salary adjustment, as well as other benefits to reward the contribution from executives and employees. Under its responsibility is also the regulations on employment, code of conduct and appropriate and fair punishment clauses.

A.) Director remuneration Meeting allowances and director fees paid out by the company in 2013 as follows: Executives’ remuneration (Million Baht)

Dr.Tawatchai.Nakata

Chairman / Chief Executive Director Mr.Virayuk Puntupetch * Deputy Chairman / Chairman of Remuneration Committee Mr.Chainid Adhyanasakul Chief Executive Officer and Deputy Chief Executive Director Dr.Somsak Toruksa * Director / Audit Committee / Chairman of the Nominating Committee Dr. Thamnoon Ananthothai * Director / Audit Committee / Risk Management Committee Mr.Phairat Senachak Director / Executive Director Mr.Vidhya Nativivat Director / Nominating Committee / Remuneration Committee Ms.Sirirat Wongwattana Director / Executive Director Mr.Ooi Boon Aun Director Mrs.Nuanual SwasdikulaDirector/ Nominating committee / Na-Ayudhaya ** Chairman of Risk Management Committee Mr.Krish Follett * Director/ Chairman of Audit Committee / Remuneration Committee Mr.Anuwat Maytheewibulwut * Director

88

Risk Management Director

Nominating Director

Pension

Remuneration director

Position

Audit director

Name

Director

Meeting allowances

1,100 0.600 0.620 0.420

0.050

0.620 0.300 0.620 0.300 0.240

0.050

0.620 0.300 0.240 0.620 0.300 0.620 0.300

0.240

0.030 0.030

0.620 0.300 0.620 0.300 0.620 0.300 0.620 0.300 0.400 0.030 0.200 0.300

0.030 0.400

Executives’ remuneration (Million Baht)

Mr.Wanchai Thanittiraporn * Mr.Boonliam Luangnakthongdee Mr.Chirdsak Kukiattinun Mr.Pramote Rermyindee Miss.Somsri Kiattirarat Total Note : *

Director Risk Management Committee Risk Management Committee Company Secretary Assistance Company Secretary

Risk Management Director

Nominating Director

Pension

Remuneration director

Position

Audit director

Name

Director

Meeting allowances

0.400 0.240 0.240 0.400 0.400 8,700 4,020 0.880 0.110 0.110 1,120

( Some directors, aside from meeting allowance, are receiving salaries as executives and members of the Executive Board) Director - Mr.Wanchai Thanittiraporn resigned from director and independent director on 29 April 2012 and resigned on 21 September 2012 - Mr.Anuwat Maytheewibulwut resigned from director and independent director on 15February 2014, citing other binding duties which prohibited the service.

B.) Directors and Executives’ Remuneration in 2013 In 2013, the company’s remuneration for 10 executives, consisting of salary and bonus, totaled Bt45.24 million.

2. Other payments Consisting of welfare, social security fund, and contribution to the provident fund paid by the company and employees at the rate of 3-10% of salary. In 2013 , The remunerations for 10 executives paid by the company total Bt. 11.23 million.

ANNUAL REPORT 2013 PROPERTY PERFECT

89

Corporate Governance Corporate Governance Policy The Board of Directors recognized the value of good corporate governance, in enhancing transparency, the company’s competitiveness, trust from shareholders, investors and other stakeholders, and the long-term business merits. Stakeholders and society’s benefits were taken into account. The company has applied the governance guidelines of the Securities and Exchange Commission and the Stock Exchange of Thailand, which are in line with the OECD Principles of Corporate Governance, in the following elements.

Section 1: Shareholders’ rights The Board of Directors emphasized shareholders’ rights and ensured equitable treatment to all, as prescribed in the company’s rules and regulations and relevant laws. Shareholders hold the rights to attend annual meetings, the rights to appoint their proxy to vote at the meetings, the rights to vote on the appointment or removal of individual directors, the rights to cast votes in significant matters, the rights to dividend, the rights to raise opinions and questions at the meetings, and the rights to sufficient and timely information.

The Board sets the annual shareholder meeting (AGM) once a year, within 4 months after the end of each accounting year.

If necessary, an extraordinary shareholder meeting will be called where shareholders can vote on issues which could affect their interests, or legal issues which need shareholders’ approval.

In organizing the AGM, the Board puts forward the shareholders’ rights. Invitation containing agenda in details and the Board’s opinions was dispatched at least 15 days prior to the meeting date, with the proxy form, the list of independent directors and proxy advice. With timely information, shareholders can make decisions prior to the meeting date or could appoint independent directors as their proxy. The AGM was published in daily newspapers for at least 3 consecutive days and at least 3 days ahead of the meeting. The meeting details and agenda were also posted on the company’s website 30 days before the meeting, so that shareholders or investors can submit their questions in advance.

During the meeting, the Board facilitates shareholders’ attendance and voting, and refrains from any actions which will limit their attendance. All shareholders are given full freedom to raise their questions and opinions.

Section 2: Equitable Treatment to Shareholders The company values equitable shareholder treatment. Shareholders’ rights are covered in the corporate governance policy and all are treated in a fair manner through these measures: w 7KH SURFHVV WR RUJDQL]H $*0 LV WUDQVSDUHQW DQG HIILFLHQW LQ OLQH ZLWK WKH FRPSDQ\tV UXOHV DQG UHJXODWLRQV DQG relevant laws. Shareholders are given fair chance to raise opinions and questions, with sufficient time allocation. w 6KDUHKROGHUV DUH DVNHG WR UHYLHZ DQG YRWH RQ GLUHFWRUV RQ WKH LQGLYLGXDO EDVLV DQG WR DSSURYH WKH GLUHFWRUVt remuneration, auditor’s appointment, auditor fee and other agenda as described in the meeting invitation. w %DOORWV DUH LVVXHG IRU DOO DJHQGD w 6KDUHKROGHUV FXP H[HFXWLYHV DUH EDUUHG IURP SURSRVLQJ H[WUD DJHQGD ZLWKRXW QRWLI\LQJ RWKHUV LQ DGYDQFH VR that all shareholders have sufficient time in reviewing details of each agenda. w 6KDUHKROGHUV ZKR FDQQRW DWWHQG WKH PHHWLQJ FDQ DSSRLQW LQGHSHQGHQW GLUHFWRUV RU RWKHU SHUVRQV DV WKHLU SUR[\ who will cast votes on behalf of them. The company’s proxy form is designed to allow shareholders to state their voting opinions.

90

w 7KH PHHWLQJ LV WKRURXJKO\ UHFRUGHG 7KH PHHWLQJ PLQXWHV FRQWDLQ DOO VLJQLILFDQW LQIRUPDWLRQ OLNH WKH UHVROXWLRQV DQG votes, questions, explanations and opinions raised. w 0HDVXUHV DJDLQVW LQVLGHU WUDGLQJ DPRQJ GLUHFWRUV DQG H[HFXWLYHV DUH LQ SODFH $OO PXVW UHSRUW WKHLU VKDUHKROGLQJ as well as the holdings of spouses and under-aged children. They must report on any change in the shareholdings, after acquisition, disposal or transfer, to the Securities and Exchange Commission under the Securities and Exchange Act BE2535’s Article 59, within 3 days after the acquisition, disposal or transfer. w ,Q SODFH DUH WKH PHDVXUHV DQG SURFHGXUH LQ DSSURYLQJ WUDQVDFWLRQV ZLWK SRVVLEOH FRQIOLFW RI LQWHUHVW RU FRQQHFWHG transactions, with full compliance with the Stock Exchange of Thailand’s regulations on connected transactions, for the equitable benefits of shareholders. Moreover, the Audit Committee also thoroughly screened connected transactions and transactions with possible conflict of interest, before submission to the Board, as required by the SET.

ANNUAL REPORT 2013 PROPERTY PERFECT

Section 3: Stakeholders’ rights The company realizes the significance of all stakeholders - shareholders, employees, customers, competitors, creditors (suppliers and contractors), relevant government agencies, society and environment. The policies are geared towards fairness to all groups of stakeholders as follow: Shareholders The company is concerned about transparency in important information disclosure to all shareholders accurately, completely and timely through channels including the SET’s electronic media, the company’s website, announcement in newspapers, press releases and written notices.

Employees The company, through the Remuneration Committee, provides the appropriate pay structure for employees, as well as the systematic promotion process for fairness to all. A manual is issued to all employees, notifying them all of eligible welfares. The provident fund is in place for all employees.

Customers The company has determined to not only quality construction but also code of conducts by taking care and responsible for customers, offering quality and standard services, and solving customer complaints or providing advices as the earliest.

Competitors The company has adhered to good competition rules and avoided dishonest practices to destroy competitors.

Creditors Product distributors The company has a clear period for placing invoice and check payment after handing over/inspecting works, informs contractors before they are hired and proceed payment to be in line with regulations strictly to ensure confidence of creditors.

Contractors The company has a criteria for contractor selection to have efficient contractors and offer them equal opportunity. The company has set fair price as the reference. Even though prices of some items are greater than agreed prices, the company can maintain the average price on par with the market price. Occasionally, the company has taken degree of difficulty of working condition into account for pricing and authorised each hiring sub-committee to consider the matter properly based on objectives and success in transparent procurement. To ensure contractors’ confidence and let

91

them growth along with the company, the company has stated the clear construction progress and fair construction payment installment, inspection, and invoice placing in agreements with contractors for equal treatment, and set payment period in compliance with the company’s regulations.

Section 4: Information Disclosure and Transparency The Board puts emphasis on information disclosure and transparency, with sufficient information released to all stakeholders and measures to ensure the disclosure of accurate, complete and credible information in a timely manner for equal access.

Key financial information is sufficiently disclosed in the financial statements, in line with the regulations. They are disclosed via the SET system and the company’s website. The financial statements are reviewed/audited, with unconditional opinions from the auditor and the Board’s approval before the release to shareholders. The Board also expresses its responsibility for the financial statements in the annual report.

The company discloses significant financial and non-financial information through the SET system and the company’s website, for accurate, complete, equitable, fair, transparent and timely dissemination to the general public. The Investors Relations and Information Technology Unit is in charge of the dissemination and communicate with local and foreign shareholders, investors, stock analysts accurately, equitably and timely. Investors can contact the Investor Relations Unit for the company’s information at Tel: 0-2247-7500, Fax: 0-2247-7399, e-mail: santirak@pf.co.th, or www.pf.co.th/ir.

The Board discloses its role and scope of responsibility as well as those of sub-committees, as well as the number of meetings each director attended under item “Management”. Remuneration of the directors and top executives are shown in item “Directors’ Remuneration”.

The company has pursued the Stock Exchange of Thailand’s rules and regulations governing connected transactions or acquisition and disposal of assets of listed companies, whichever is the case. Besides the company has set policies and guidelines to prohibit executives and related persons from using inside information for their own interests.

The company has regarded an importance of efficient internal control system for both executives and operational levels. Practices of operational staff and executives are determined and clearly written. The company has set up an internal audit office to exclusively take responsible for efficient operational examination. The internal audit reports the result directly to the Audit Committee.

5. Board of Director’s Responsibility Board of directors’ structure The company requires independent directors account for at least one third of all directors, or at least 3. At present, the company’s board of directors consists of 12 experienced, knowledgeable and capable directors as follows: - Executive director 4 persons - Non-executive director 2 persons - Independent director 6 persons The chairman does not serve as the CEO, to segregate their supervisory and executive roles. All directors possess full independence in giving opinions.

92

ANNUAL REPORT 2013 PROPERTY PERFECT

Much emphasis is placed on the opinions of the independent directors. In any issue that draws any suggestions or disagreement from independent directors will be reviewed for transparency.

The Board abides by the minimum requirements of the SEC and SET in formulating independent directors criteria.

1. They must hold no more than 1% of all voting shares in the company, subsidiaries, affiliates, or in the companies which are major shareholders or have controlling power over the company. The shareholding includes that of those related to the particular independent director.

2. They must not have been or are not involved in the management, or employees, wage earners, or advisors on the payroll, or controlling persons of the company, its subsidiaries, affiliates, or equivalent companies, or juristic persons now and at least 2 years before their appointment as independent directors. Former civil servants for advisors of government agencies which are major shareholders or controlling persons are not included.

3. They are not related by blood or registration as parents, spouses, siblings, or children, spouses of any of the children to members of the management, major shareholders, those exercising control, or those about to be nominated as members of the management or controlling entities over the company or subsidiaries.

4. Have absolutely no vested interests in the company, its subsidiaries, affiliates, or major shareholders or controlling entities of the company, which could obstruct their independent judgment. They are not either a significant shareholder or a controlling shareholder who has business relationship with the company, subsidiaries, affiliates now and at least 2 years before their appointment.

5. They do not serve as the auditor of the company, subsidiaries, affiliates, the parent company, or controlling entities, or a significant shareholder (with over 10 per cent of voting shares including connected persons’) of the company, controlling entities, or a partner of the audit firm of which auditors perform their jobs on the company, subsidiaries, affiliates, the parent companies or controlling entities at least 2 years before their appointment 6. They do not serve as a professional service provider, including legal or financial services of which fees more than Baht2 million per year are levied on the company, subsidiaries, affiliates, the parent company, or controlling entities, or a significant, controlling shareholder or a partner of the professional service provider at least 2 years before their appointment.

7. They are not appointed to represent the directors of the company, major shareholders, or shareholders who are UHODWHG WR PDMRU VKDUHKROGHUV m 8. They do not operate a company with the similar nature to and significant competition with the company, subsidiaries or affiliates, or hold a significant ownership in a partnership or act as a director with management power, employees, wage earners and advisor on payroll, or hold over 1% of voting shares of other companies which operate in the same industry or present significant competition against the company or subsidiaries.

9. Have no other characteristics that could bar the expression of their free views on the company’s operations.

The company’s management structure consists of the Board of Directors, five sub-committees reporting to the Board of Directors - the Audit Committee, the Nomination Committee, the Remuneration and Human Resources Committee, the Risk Management Committee and the executive committee. (Details of the Board of Directors and the sub-committees, concerning names and responsibilities, are shown in “Management Structure”)

93

Responsibilities of the Board of Directors The Board consists of knowledgeable, capable, skilled and experienced persons who realize their roles and responsibilities, which resulted in efficient operations. The Board takes part in formulating the vision, mission, strategies, goals, business plans and resource allocation, to ensure the management’s efficient and effective implementation.

The Board values good corporate governance, to enhance transparency and the company’s competitiveness. To instill trust among shareholders, investors and all stakeholders, there is the written corporate governance policy which is reviewed once a year to fit the environment, business direction and international standards. The Code of Conduct is in place so that employees perform in accordance with the corporate governance policy.

To prevent conflicts of interest or connected transactions, the Board assigned sub-committees with clear segregation of roles. There are policies, code of practices and the procedure to approve transactions which might carry conflict of interest, as guidelines to executives, employees and relevant parties. Such cover the criteria in endorsing connected transactions, the use of inside information and information disclosure. The Board also demands the management to regularly assess business risks and formulate risk preventing and mitigation measures, and report them to the Board. These include the risks that may affect the company’s performance, as specified in item “Risk Factors”.

Board Meetings The Board holds quarterly meetings, aside from extra meetings as necessary, with clear and prepared agenda, to review the quarterly results as well as monitor progress. The chairman and CEO will jointly review the issues, before brining them up to the Board’s meetings. Each director is allowed to propose their own agenda.

In each meeting, the chairman allocates sufficient and ample time for discussion. Meeting minutes are written and the minutes, approved by the Board, are stored for inspection by the Board and relevant parties. The minutes of the board of directors and sub-committees in 2009 are in “Management” Section.

Board of Directors’ self assessment Executive directors conduct a quarterly evaluation to assess performance in part of their responsibility and the performance evaluation is presented to the company’s Board of Directors to compare with performance in the past.

Remuneration The company has appointed the Remuneration and Human Resource Committee to consider remuneration principles and policies for Chief Executive Officer, directors and advisors and determine bonus, salary adjustment annually and during the year, and other benefits to staff in each level. Remuneration determination is based on experience, duty and scope of responsibility, and compare with other companies in the same industry (see details in heading remuneration of directors and management).

94

Directors and Management improvement The company is concerned about the importance of Directors and Management improvement for management succession in the future.

The company is aware of the importance of human resources in management level by organizing training “Real Estate Business Management”, contents of which include real estate knowledge, law, finance, accounting and good corporate governance to prepare the company’s high-level executives for being directors in the future. For the company’s directors, they participated in trainings held by Thai Institute of Directors and aimed to develop and support directors to take practices of good corporate governance in organization.

Control over subsidiaries and joint ventures The company holds it as a policy to appoint its representatives as directors and executives of subsidiaries and joint ventures, to control the companies and involve in the policy setting. Those companies realize the need and importance of good governance and uphold transparency in the operations.

Surveillance on use of inside information The company has policy to prohibit directors and management from directly and indirectly using inside information for their own benefits. Directors, management and employees who learn about the company’s financial information must not exploit the information one month before announcement of such information to the public. The company informs directors, management and staff mentioned above to avoid trading the company’s securities before the financial statements are disclosed to the public. It also explains directors and management about duties in reporting their holding and change in holding in the company’s securities to the SEC as stipulated in article 59 and punishment in article 275 of the Securities and Exchange Act B.E 2535.

The company has also stipulated discipline penalty for the company’s staff who breach the company’s rules and regulations or announcement as stated in rules and regulations governing staff’s operating practices.

ANNUAL REPORT 2013 PROPERTY PERFECT

95

96 Transaction

* Road space in the Company’s projects

Guarantee

Amount

Subsidiary Estate Perfect Company Limited (EP) Loans Loan Relationship : 1 Jan - The company holds 100% Extra - The company’s director and executive (repayment) (Mr.Chainid Adhyanasakul) is a director.

31 Dec. - The company’s executives (Mr.Pramote Interest Interest Rermyindee, Mr.Pornswat Katechulasriroj and Received Mr.Nantachart Kliebphipat) are directors.

Interest - The company’s employees\ Receivables (Mr. Kritpas Pongpakawat) is director Land Sale Revenue from Land Sale Note : Cost of Land

Legal Entity / Relationship

1. Transactions of the company with subsidiaries

Connected Transactions

-

2,103

16

1

3,945

1,102 946 630 (474) 1,102 66

2012

410 1,102 235 (927) 410 29

2013

Reasons and Need

1,864 Guarantees without The company is a major shareholder. charging fees.

Allowing the Company not to register the roads as public utilities. The space could not be sold to others.

The interest rate For land purchases and project equivalent to development as well as working capital 0.25-1.5 percentage point above the Company’s average financing cost.

Pricing policy

2* The mutuallyagreed prices.

1

45

946 461 485 946 32

2011

Amount (Million Baht)

BD approved an advance payment to the company Guarantee

Advance payment for Land purchase.

1

5,820

Amount

5,019

-

2

20

5 2

1,207 855 785 (433) 1,207 58

2012

1,713 1,207 1,090 (584) 1,713 81

2013

Reasons and Need

3,815 Guarantees without The company is a major shareholder charging fees.

- Cost concept

Advance payment for a Ratchada land plot was transferred to BD, which was established to develop the land as then specified by the supporting financial institution BD approved an advance payment to the company

The interest rate For land purchases and project equivalent to development as well as working 0.25-1.5 percent- capital. age point above the Company’s average financing cost.

Pricing policy

2 Cost concept

29

855 797 535 (477) 855 40

2011

Amount (Million Baht)

Creditors

Loan 1 Jan Extra (repayment) 31 Dec Interest Received/ Interest Receivables Debtor

Transaction

Bright Development Bangkok Company Limited (BD) Loans Relationship : - The company holds 100%.

- The company’s director and executive (Mr.Chainid Adhyanasakul) is a director.

- The company’s executives Interest (Mr.Pramote Rermyindee, Mr.Wicharn Siriwet warawut and Mr.surasak Vacharapongpreecha) are directors

Legal Entity / Relationship

ANNUAL REPORT 2013 PROPERTY PERFECT

97

98

* Registered in February 2013

Loan Loan Chiangmai Development co., Ltd. (CD) 1 Jan Relationship : Extra - The company holds 100%. (repayment) - The company’s director and executive 31 Dec (Mr.Chainid Adhyanasakul) is a director.

- The company’s executives (Mr.Pramote Guarantee Amount Rermyindee, Mr.Wongsakorn Prasitvipat and Mr. Wason Srirattanapong) are directors .

75 75 75 120 -

1,054

9

144 192 (48) 144 7 5 -

Residence Number Nine Company Limited (R9) Loan Loan 5 Relationship : 1 Jan 144 - The company holds 100%.

Extra 191 - The company’s executives (Mr.Wicharn Siriwet (repayment) (330) warawut and Mr.Nantachart Kliebphipat ) are 31 Dec 5 directors .

Interest Interest Received 5 - The company’s employees (Mr.Pornchai Interest Receivables Ketlek, Kritpas Pongpakawat and Mr.Sanphet Land Sale Revenue from 28 Sukkasem) are directors . land sale Cost of Land 14 Purse land Land Purchase for Development Guarantee Amount 2,027

Reasons and Need

The mutuallyagreed prices

For property development

For property development of R9

The interest rate For land purchases ,project developequivalent to ment as well as working capital 0.25-1.5 percentage point above the Company’s average financing cost.

- The mutuallyagreed prices

-

Pricing policy

1,194 guarantees with The Company is a major shareholder charging no fees - The interest rate For working capital - equivalent to 0.25 - percentage point - above CD’s average - financing cost - guarantees with The Company is a major shareholder charging no fees

2011

Amount (Million Baht) 2012

Transaction 2013

Legal Entity / Relationship

Property Perfect International Pte.Ltd (PPI) Relationship : - The company holds 100%.

- The company Director (Dr.Tawatchai Nakata) is a director.

- The company’s director and executive (Mr.Chainid Adhyanasakul) is a director.

Note: * Appraised by Brook Hillier Parker .

Interest

Loans

Loan 1 Jan Extra (repayment) 31 Dec Interest Received Interest Receivables

Interest Received Interest Receivables Land Sale Revenue from land sale Cost of land Guarantee Amount

Loan 1 Jan Extra (repayment) 31 Dec

Transaction

We Retail Public Company Limited (WR) Loans Relationship : - The company holds 93.31% - The company ’s Director (Dr.Tawatchai Nakata) is a director.

- The company’s director and executive Interest (Mr.Chainid Adhyanasakul) is a director.

- The company’s executive (Mr.Pramote Rermyindee) is a director.

Legal Entity / Relationship

2

-

28 223

13

-

42*

738 738 738 2

-

3

857 738 119 857 38

30 30 30 -

2012

411 30 411 (30) 411 13

2013

2011

Amount (Million Baht) Reasons and Need

For - PPI invests in SG - working capital of PPI PPI. Loans for buy hotel and working capital to SG.

The Company is a major shareholder

For shopping mall development of WR

The interest rate For land purchases ,project developequivalent to ment as well as working capital 0.25-1.5 percentage point above the Company’s average financing cost.

- Estimate cost of Independent rater - guarantees with charging no fees - - In 2012, Interest - rate is 1% - - Since 2013, - The sinterest rate - equivalent to - 0.25-1.5 percentage point above the - Company’s average financing cost.

-

-

Pricing policy

ANNUAL REPORT 2013 PROPERTY PERFECT

99

100

Perfect Prefab Company Limited (P-PREFAB) Relationship : - The company holds 51% - The company’s executive (Mr.Wicharn Siriwetwarawut) is a director .

- The company’s employee (Dr. Vorasak Chakrapiyanant) is a director.

Note: * * Land on which project entrance is located

Perfect Sport Club Company Limited (PSC) Relationship : - The company holds 100%.

- The company’s director and executive (Mr.Phairat Senachack) is a director .

- The company executive (Mr.Nantachart Kliebphipat) is a director.

- The company’s employees (Miss Rassamee Methavikul and Mr. Kritpas Pongpakawat) are directors.

Legal Entity / Relationship

Loan 1 Jan Extra (repayment) 31 Dec Interest Interest Received Interest Receivables Contracted Construction to produce Cost and install Trade Creditors pre-fab materials 40 40 40 1 1 -

60 40 20 60 3 4 68 22

3

3

Loans

15

16

-

Clubhouse Administrative ManageCost ment cost Trade Creditors

2012

1*

2013

- The mutuallyagreed prices

Pricing policy

For collective ownership, allowing the Company not to register the roads as public utilities. The space could not be sold to others PSC established for Manage Clubhouse of the company and subsidiaries.

Reasons and Need

For the construction of houses of the company.

The interest rate For business expansion as well as equivalent to working capital.

0.25-1.5 percentage point above the Company’s average financing cost.

- The mutuallyagreed prices -

-

14 The mutuallyagreed prices 1

2011

Amount (Million Baht)

Land Sale Revenue from land sale

Transaction

Loan 1 Jan Extra (repayment) 31 Dec Interest Interest Received

advance Payment on Operating Expense

Share Group Co., Ltd. (SG) Relationship : - PPI holds 69.01% - The company holds 100% in PPI. - The company Director (Dr.Tawatchai Nakata, Mr.Vidha Netivivat and Mr. Ooi Boon Aun) are directors.

- The company’s director and executive (Mr.Chainid Adhyanasakul) is a director.

- The company’s executive (Mr.Jesd Jesdpiyawong) is a director.

Debtor

Loans

Transaction

Subsidiaries, indirectly owned Centrepoint Shopping Mall Company Limited (Center Point) Relationship: - WR hold s 100%.

- The company holds 93.31% in WR .

- The company’s director and executive (Mr.Chainid Adhyanasakul) is a director.

- The company’s executives (Mr.Pramote Rermyindee, Mr.Wongsakorn Prasitvipat , Mr.Pornswat Katechulasriroj and Ms. Supee Reodecha) are directors.

Legal Entity / Relationship

-

11

2013

2012

8

-

Reasons and Need

PF made advance payments for SG’s expenses on traveling, PR activities, and etc, as the expenses were for activities in Thailand

The interest rate For project development. equivalent to 0.25-1.5 percentage point above the Company’s average financing cost.

Pricing policy

- Cost concept

24 83 (107) 2

2011

Amount (Million Baht)

ANNUAL REPORT 2013 PROPERTY PERFECT

101

102 Transaction

38 15 4

2

2012

1 14

2013

Connected transactions of subsidiaries Estate Perfect Company Limited (EP) Relationship : - The Company holds 100% - The company’s director and executive (Mr.Chainid Adhyanasakul) is a director.

- The company’s executives (Mr.Pramote Rermyindee, Mr.Pornswat Katechulasriroj and Mr.Nantachart Kliebphipat) are directors.

- The company’s employees\ (Mr. Kritpas Pongpakawat) is director

Transaction

We Retail Public Company Limited (WR) EP give Advance Relationship : land leasing Received - The company holds 93.31% rights to WR Revenue from - The company’s Director Leasing (Dr.Tawatchai Nakata) is a director.

Debtor - The company’s director and executive (Mr.Chainid Adhyanasakul) is a director.

- The company’s executive (Mr. Pramote Rermyindee) is a director.

Legal Entity / Relationship

9

-

4 3

2012

59

2013

Reasons and Need

-

- The For Shopping Mall mutually- development of WR - agreed prices

2011

Amount (Million Baht)

Reasons and Need

For the construction of houses of the company

Pricing policy

Pricing policy

156 The mutually18 agreed prices

2011

Amount (Million Baht)

3. Connected transactions of subsidiaries and subsidiaries’ transactions with related companies.

Related companies.

Center of Standard Precast Co., Ltd. (P-PRECAST) Contracted for the Construction Cost Relationship : production and installation Advance - P-PREFAB holds 49% of prefab materials Payment to - The Company holds 51% Contractor - No individual with conflict of interest holds shares Trade Creditor or sits in the board of directors.

Legal Entity / Relationship

2. Transactions of the company with related companies.

Bright Development Bangkok Company Limited (BD) Relationship : - The company holds 100%.

- The company’s director and executive (Mr.Chainid Adhyanasakul) is a director.

- The company’s executives (Mr.Pramote Rermyindee, Mr.Wicharn Siriwetwarawut and Mr.surasak Vacharapongpreecha) are directors.

U&I construction Bangkok Co., ltd. (U&I) Relationship : - The company holds 100%.

- No individual with conflict of interest holds shares or sits in the board of directors.

696 39 42

133 9 37

-

7

896

4

1

805

15

32

BD contract- Value of ed U&I for Contract the construction Construction Cost of condominium Advance Payment Contractor Trade Creditor

35

16

Perfect Sport Club Company Limited (PSC) Relationship : - The company holds 100%.

- The company’s director and executive (Mr.Phairat Senachack) is a director - The company executive (Mr.Nantachart Kliebphipat) is a director.

- The company’s employees (Miss Rassamee Methavikul and Mr. Kritpas Pongpakawat) are directors.

2

2012

U&I construction Bangkok Co., ltd. (U&I) EP contracted Value of U&I for the Contract Relationship : construction Construction - The company holds 100%. of houses - No individual with conflict of interest Cost holds shares or sits in the board of directors.

Advance Payment Contractor Trade Creditor

2013

17

1

68

500

-

-

-

-

2

2011

Amount (Million Baht)

2

Transaction

EP contract- Administrative Cost ed PSC for the management of EP projects’ clubs.

Legal Entity / Relationship

The mutuallyagreed prices

The mutuallyagreed prices

The mutuallyagreed prices

Pricing policy

U&I established for construction of house and Condominium the company and subsidiaries

for construction of house and Condominium the company and subsidiaries

PSC established for Manage Clubhouse of the company and subsidiaries.

Reasons and Need

ANNUAL REPORT 2013 PROPERTY PERFECT

103

104

Residence Number Nine Company Limited (R9) Relationship : - The company holds 100%.

- The company’s executives (Mr.Wicharn Siriwetwarawut and Mr.Nantachart Kliebphipat ) are directors - The company’s employees (Mr.Pornchai Ketlek, Kritpas Pongpakawat and Mr.Sanphet Sukkasem) are directors .

Transaction

Perfect Sport Club Company Limited (PSC) R9 Administrative Cost contracted Relationship : PSC for the - The company holds 100%.

- The company’s director and executive management (Mr.Phairat Senachack) is a director . of - The company executive (Mr.Nantachart R9 projects’ clubs.

Kliebphipat) is a director.

- The company’s employees (Miss Rassamee Methavikul and Mr. Kritpas Pongpakawat) are directors.

Value of R9 U&I construction Bangkok Co., ltd. (U&I) contracted Contract Relationship : U&I for the Construction - The company holds 100%.

- No individual with conflict of interest construction Cost of houses holds shares or sits in the board of directors.\ Value of Perfect Prefab Company Limited (P-PREFAB) R9 contracted Contract Relationship : P-PREFAB - The company holds 51% Construction - The company’s executive (Mr.Wicharn companies Cost for Siriwetwarawut) is a director . production - The company’s employee and (Dr.Vorasak Chakrapiyanant) is a director installation of Prefab Material

Legal Entity / Relationship

-

4 1

-

16 17

11 11

2012

1

2013

Pricing policy Reasons and Need

- The mutually- For the construction agreed prices of houses of R9 -

- The mutually- U&I established for agreed prices construction of house and Condominium the company and subsidiaries

- The mutually- PSC established for agreed prices Manage Clubhouse of the company and subsidiaries.

2011

Amount (Million Baht)

Centrepoint Shopping Mall Company WR loans Loan Limited (Center Point) to CENTER 1 Jan Relationship : POINT Extra - WR hold s 100%. (repayment) - The company holds 93.31% in WR .

31 Dec - The company’s director and executive Interest Interest (Mr.Chainid Adhyanasakul) is a director.

Received - The company’s executives Interest (Mr.Pramote Rermyindee, Receivables Mr.Wongsakorn Prasitvipat , Mr.Pornswat Katechulasriroj and Ms. Supee Reodecha) are directors.

Transaction

Property Perfect International Pte.Ltd (PPI) Relationship : - The company holds 100%.

- The company Director (Dr.Tawatchai Nakata) is a director.

- The company’s director and executive (Mr.Chainid Adhyanasakul) is a director.

Share Group Co., Ltd. (SG) PPI loans Loan Relationship : to SG - PPI holds 69.01% - The company holds 100% in PPI Interest Interest - The company Director Received (Dr.Tawatchai Nakata, Mr.Vidha Netivivat and Mr. Ooi Boon Aun) Interest are directors.

Receivables Note : - The company’s director and executive * Amount of loan rose during the year but dropped (Mr.Chainid Adhyanasakul) is a from previous year, resulting from conversion of director. foreign currency to Thai baht - The company’s executive (Mr.Jesd Jesdpiyawong) is a director.

We Retail Public Company Limited (WR) Relationship : - The company holds 93.31% - The company ’s Director (Dr.Tawatchai Nakata) is a director.

- The company’s director and executive (Mr.Chainid Adhynasakul) is a director.

- The company’s executive (Mr. Pramote Rermyindee) is a director.

Legal Entity / Relationship

629 2 2

40 11

4

47

556*

250 4

2012

865 250 615 865 29

2013

Interest Charges - at 1% per annum - Since 2013, The interest - rate equivalent to 0.25-1.5 percentage point above the Company’s average financing cost.

Interest Charges at 5-5.418% per annum

For the purchase of the hotel business and working capital

For payment on land leasing rights and business expansion as well as working capital

Pricing policy Reasons and Need

- - In 2012

-

-

2011

Amount (Million Baht)

ANNUAL REPORT 2013 PROPERTY PERFECT

105

106

Kabushiki Kaisha Kiroro Associates Co.,Ltd (KA) Relationship : - SG holds 100% - PPI holds SG 69.01% - PF holds PPI 100% - The company ’s Director (Dr.Tawatchai Nakata) is a director.

- The company’s director and executive (Mr.Chainid Adhyanasakul) is a director.

Transactions of the subsidiaries with related companies.

Estate Perfect Company Limited (EP) Center of Standard Precast Co., Ltd. Relationship : (P-PRECAST) - PF holds 100% Relationship: - The company’s director and executive - P-PREFAB holds 49% (Mr.Chainid Adhyanasakul) is a director. - The Company holds 51% - The company’s executives (Mr.Pramote - No individual with conflict of interest Rermyindee, Mr.Pornswat Katechulasriroj holds shares or sits in the board and Mr.Nantachart Kliebphipat) are directors. of directors.

- The company’s employees (Mr. Kritpas Pongpakawat) is director

Note : * Amount of loan rose during the year but dropped from previous year, resulting from forex conversion to Thai baht

Share Group Co., Ltd. (SG) Relationship : - PPI holds 69.01% - The company holds 100% in PPI - The company Director (Dr.Tawatchai Nakata, Mr.Vidha Netivivat Mr. Ooi Boon Aun) are directors.

- The company’s director and executive (Mr.Chainid Adhyanasakul) is a director.

- The company’s executive (Mr.Jesd Jesdpiyawong) is a director.

Legal Entity / Relationship

EP contracted CSP for the production and installation of prefab materials

KA charges SG for hotel use KA made an advance payment to SG SG made an advance payment to KA Value of Contract Construction Cost Trade Creditor

20 30 2

1

-

39

-

2

Advance Payment

11

20

3

34

114

Advance Payment

3

11

-

3

9

19

108

2012

97*

2013

Pricing policy

4

35 The mutually28 agreed prices

- Cost concept

- Equivalent to quotations for outsiders - Cost concept

- The mutually- agreed prices

-

- Interest Charges 2% per - atannum

2011

Amount (Million Baht)

Service Value

SG loans Loan to KA SG interest Interest charge on KA Received Interest Receivables SG leases Interest KA assets Received Debtor

Transaction

For the construction of houses of EP

Invoices for connected expenses Invoices for connected expenses

Normal business practice

For Hotel business

For working capital

Reasons and Need

Center of Standard Precast Co., Ltd. (P-PRECAST) Relationship : - P-PREFAB holds 49% - The Comapany holds 51% - No individual with conflict of interest holds shares or sits in the board of directors.

R9 contracted Value of CSP for the Contract production and Construction installation of Cost prefab materials

Transaction

6 10

-

2012

-

2013

Pricing policy Reasons and Need

44 The For the mutually- construction of houses of R9 16 agreed prices

2011

Amount (Million Baht)

Real Service Co., Ltd. (RS)

The Affiliates Krungtep Land Plc. (KLAND)

Uniloft Service (Thailand) Co., Ltd. (UNILOFT)

The subsidiaries Mariya Stuff Co., Ltd. (MS) * Acquired in August 2013

Legal Entity

-

The Company holds 20.22% The company’s director and executive (Mr.Chainid Adhyanasakul) is a director.

The Company holds 19% The company’s employees (Mr. Sanphet Sukkasem and Mr.Chainarng Ngernsopa) are directors

The Company holds 100% The company’s director and executive (Mr.Chainid Adhyanasakul) is a director.

The company’s executive (Mr. Pramote Rermyindee) is a director.

The Company holds 100% The company’s employees (Mr.Saranyu Adhyanasakul, Mr.Natthaphon Sueb-Am) are directors - The EP’s employees (Mr. Pramote Rermyindee) is a director.

-

Relationship

None

None

None

None

Transaction

5. Information on other subsidiaries and joint ventures which made no connected transactions with the Company and subsidiaries during 2011 -2013

Residence Number Nine Company Limited (R9) Relationship : - The company holds 100%.

- The company’s executives (Mr.Wicharn Siriwetwarawut and Mr.Nantachart Kliebphipat ) are directors.

- The company’s employees (Mr.Pornchai Ketlek, Kritpas Pongpakawat and Mr.Sanphet Sukkasem) are directors .

Legal Entity / Relationship

ANNUAL REPORT 2013 PROPERTY PERFECT

107

Risk Factors 1. Business risks Risk from higher competition in the residential market The real estate industry has remained dominated by big players, reflecting from the combined market share of these players and their subsidiaries of Bt320,397 million or 64% of total market value in 2013. The competition tends to involve large-sized developers, which have continually witnessed bigger market shares. This partly results from their ability to cope with market volatility in the past few years, deriving from economic and political instability as well the floods in 2011. Large developers also demonstrate higher business potential and are capable of raising funds from various sources, thanks to greater confidence among investors and financial institutions.

Large-sized developers with sufficient funding have contributed to fierce competition in the market. On this recognition, the Company has emphasized on research and development to enhance competitiveness. In focus are the locations, types of projects, home/condominium designs, usable space and value for money. Pricing, ranging from Bt1 million to Bt40 million, is determined accordingly to the brands. Another focus is on creating new communities that promote neighbor relationship, in line with Thai culture. Activities hosted for customers during holidays and religious festivals to preserve the Thai culture have won warm welcome. Clubs, swimming pools and lakeside parks also help create the green and leisure atmosphere for all project residents and their evening activities, under the “Happy Living” concept. These are on top of the 24-hour security system.

The company also cooperates with financial institutions to increase purchasing power and reduce installment burden.

Risk from the lease of Uniloft Salaya from Uniloft Property Fund The company manages the Uniloft Salaya project and has a lease agreement for the project from Uniloft Property Fund.

The contract requires the fixed rent of Bt43.5 million per annum in the first three years and the fund has the right to extend the lease by another year. There is a risk if the project’s revenue misses targets. To cope with the risk, the company has set aside the provision of Bt45.3 million which is appropriate in the auditor’s view. The provision may be higher if the revenue falls below the original loss estimate. The company is convinced that good management should allow the revenue to meet targets, which would reduce the risk from additional provisions.

2. Construction risks Risk from construction cost volatility There is a risk from an increase in the low-rise housing development cost. To cope with a possible hike in the development cost of single houses and townhouses due to the volatility in construction materials, the company has struck deals with manufacturers for the supply of some materials. There is a bidding, to compare prices and quality, so that the company can pick the materials at the right prices and can set the prices advance. This also creates the economy of scale and allows the cost management. Regarding condominium development, there are similar deals with the manufacturers of main materials like ceramic tiles, sanitaryware and air-conditioners. This presents a bargaining power and reduces the risk on cost volatility.

The Company has increased the ratio of precast construction and emphasized on supply chain management.

Shortening construction period and securing key materials, steel and cement from manufacturers have helped reduce the volatility.

The Company devises 2 strategies to manage risks associated with construction condominium cost.

For low-rise development, U&I Construction Bangkok Company Limited was established to manage the construction,

108

with focus on supply chain and sub-contractors to keep construction cost and construction period under control. It also supervises the construction in terms of quantity and quality.

For high-rise development, a turnkey construction contract is signed with a major contractor, to ensure efficient cost management, construction quality, and construction schedules. (Details are in 2.3.3: Production Process and Technology).

Moreover, the company also has in place a unit to monitor updates on the prices of construction materials. This is to accommodate possible volatility in the prices, for the efficient cost monitoring and control Risk from shortage of quality contractors The Company has placed focus on participating contractors. The Company allocates the construction works in line with the contractors’ ability, while ensuring punctual payments and other assistance. The Company also opens its doors to welcome new contractors, ready to help strengthen their ability to ensure a sufficient number of contractors for the company’s expansion.

The company now seeks services from over 100 contractors, small to large sizes. The company takes into account their qualifications and price quotations before awarding the contracts. The delivery period is clearly set, which helps limit the company’s troubles with contractors. Moreover, the company has constantly ensured that the volume of construction works to the contractors is in an appropriate level. The company also builds up a supply chain to ensure constant supplies of construction materials to the contractors, aside from training. The company also ranks contractors accordingly to their performance and considers adjustments of construction cost in line with market levels and construction material prices. The process is fair and accountable, to create cooperation between the company and contractors. The risk from contractor quality control thus barely emerges.

The Asean Economic Community could lead to labor shortage. To address this, Perfect Prefab Company Limited was established in 2011, to manufacture and install the prefabricated structure and parts for single houses, townhouses and project fences. They also manufacture construction parts for condominium development, which through the prefab technology helps reduce the construction period and number of workers required.

U&I Construction Bangkok Company Limited (U&I) was also established to handle the construction of the Company and subsidiaries’ detached house, duplex house, townhouse and condominium projects, to ensure flexibility in construction management. U&I’s main focus is on the supply chain and sub-contractors, to keep construction costs and construction period under control as well as monitor the quantity and quality of construction works. The Company is convinced that these will help limit risks on the shortage of quality contractors.

ANNUAL REPORT 2013 PROPERTY PERFECT

109

3. Administrative risks Risk from guarantees to subsidiaries The company extended the guarantee against loans to four 100%-owned subsidiaries: (1) Estate Perfect Company Limited, (2) Bright Development Bangkok Company Limited, (3) Residence Number Nine Company Limited and (4) We Retail Plc.. The total loan guarantee amounted to Bt 12,133.8million as of 31 December 2013.

The company could incur risks from the loan guarantees if the subsidiaries cannot honor principal and interest repayments to their creditors in specified period. However, the subsidiaries need such loans and credit facilities to finance their property development projects, which are their major business.

The company has closely monitored the subsidiaries’ business operations. As of 31 December 2013, the three subsidiaries are developing 18projects with combined value of Bt23,910 million. The projects should generate sufficient profits and cash flow for the subsidiaries’ debt repayments. As such, the risk from the guarantee is at a low level.

4. Financial risks Risk from access to funding and debt repayment ability The property development business requires huge capital. The company’s policy to boost liquidity is through establishing relationship with several commercial banks. All the projects under development have won supports from financial institutions. Their offers will be considered so that the company wins the most appropriate cost of fund. The company has also issued unsubordinated and unsecured debentures, with short and long-term maturity depending on requirements, to finance the property development and grow business. (Details in “Securities and Holders”) The debentures have been warmly welcomed by investors, thanks to the company’s reputation and business track record.

Regarding to term loans from financial institutions, the company will repay the loans accordingly to unit transfer schedules of each project. As of 31 December 2013, the net value of projects developed by company and subsidiaries was tuned at Bt28,682 million. (Details on 2.1 Products and Services’ part 1) Taking into account the available credit facility, as of 31 December 2013 the company and subsidiaries are eligible to borrow Bt12,015 million (to finance a total of 37 projects).

This should help reduce the repayment risk.

Risk from interest rate volatility As borrowing to finance project development and the operations is necessary, the interest rate has a direct impact on the company’s funding cost. The company is now subjected to the minimum loan rate (MLR) or lower. To mitigate the risk from interest rate volatility, the company resorts to the issuance of long-term debentures with fixed rate, to refinance partial loans which are subjected to the floating rate and carry higher interest cost. Bill of exchange with low interest is also issued, to maintain the interest cost at the appropriate level.

The interest volatility should slightly affect demand, as mortgage loans tend to carry a long maturity. Changes in the interest rates will thus slightly influence the monthly installments. Moreover, most buyers have savings for down payments.

The company is also in the position to offer special interest rates, in cooperation with commercial banks. The vast range of product prices, set accordingly to real demand, should also reduce the impact from such volatility on buyers.

110

Risk from working capital requirement for the development of single houses and condominiums The Company requires working capital to finance construction works on the policy to sell finished single houses and townhouses, which delays the realization of revenue. This may result in a risk on financial liquidity.

The company puts emphasis on construction planning. The number of construction units is determined accordingly to sale activities. The minimum stock has been set and the construction orders are based on the moving average of the stock.

This is to ensure that the number of complete houses and semi pre-built houses remains at an appropriate level.

Aside from selling completely-built houses, the company also pre-sell units in newly-launched projects. The presale has been warmly welcomed, helping the company to win financial institutions’ supports as the advance sale raises their confidence in the projects. This will reduces the risk in finding buyers.

Developing a condominium requires a substantial sum of advance investment. Aside from presale, the company puts emphasis on cost management. The condominium projects can be put into two categories - the low-rise and high-rise. While the low-rise will require 8-12 months for construction, the construction period of a high-rise is 18-24 months. The working capital is determined accordingly to revenue realization, to ensure that the low-rise and high-rise construction ratio matches sale activities, revenue and financial institutions’ supports.

The requirement for additional working capital in line with business expansion has caused no trouble in the company’s debt repayment. The working capital loans are repaid after the complete units in various projects are transferred to the buyers. Meanwhile, the company can borrow from financial institutions’ credit facility, to boost the working capital for the under-construction projects.

ANNUAL REPORT 2013 PROPERTY PERFECT

111

Internal Control and Risk Management The Board of Directors reviewed the company’s internal control system at the 1/2014 meeting on 27 February 2014, basing the review on the Securities and Exchange Commission’s revised rules on sufficiency (revision under the COSO Internal Control - Integrated Framework 2013). The rules cover 5 areas of internal control - internal control, risk management, operational control, information and communication system, and the monitoring system. The Board of Directors resolved that the company’s internal control is sufficient and appropriate. The responsible workforce is sufficient and the monitoring system of the operational system of the company and subsidiaries is efficient and able to prevent fraudulent uses of resources. Detail of the view is as follows;

ªÜÛáßÜÙ ¬ÛãÖßÜÛÚÒÛá 1. Communication with employees on the mission towards integrity and ethics The Code of Conduct is in place for the management and employees, barring them from any activities that may result in conflicts of interest. Penalties for the violation are specified. The management and employees at all levels are informed of such requirements and penalties.

2. The Board of Directors maintains independence The Board of Directors is tasked to set out a clear, measurable and practical business goals.

3. The organizational structure, management power and appropriate responsibility The company’s organizational structure supports the management’s activities and the efficiency in internal control.

The operations are clearly and appropriately designed, with the separation of responsibilities in key areas to ensure the check and balance. The line of command is clear, to support management efficiency.

4. Mission in creating and maintaining able employees The company is committed to enhancing the management and employees’ skill, knowledge and ability. There is a policy to maintain able executives and employees through reasonable incentives.

5. Promote employees’ responsibility The human resources policy is appropriate. For example, employees are assigned accordingly to their knowledge, ability and experiences. The job description is clearly defined, so that all realize their duty and responsibility. There are guidelines on the evaluation process as well as remuneration system designed accordingly to performance.

¹ÖàØ ¨ààÒààÚÒÛá 6. Risk assessment process defined in line with business objectives The risk assessment system is designed in line with the business objectives. Upon the endorsement from the Risk Management Committee and the Board of Directors, the risk management policy will be conveyed to all employees for full compliance.

7. Risk identification and analysis The company has identified and analyzed internal and external risk factors which may affect the operations.

Contingency plans are prepared to contain the risks at an acceptable level. The company puts emphasis on compliance with the Securities and Exchange Act as well as related rules and regulations and laws. The legal risk analysis is in place as well as the surveillance system, to ensure no impacts from the risks.

112

8. Analysis on corruption probability The company has assessed the probability of corruption, taking into account all information. The probability is reviewed and a clear policy and guideline is set, to handle any unscrupulous activities or activities which could lead to corruption. The policy and guideline is clearly explained to employees.

9. Consideration of changes in factors The company has taken into account the changes in nature of risk factors which could affect business targets, through measures to monitor the causes of the risk factors, measures to mitigate the risks, and communications with employees so that they could follow the specified risk management actions.

ANNUAL REPORT 2013 PROPERTY PERFECT

ªÜÛáßÜÙ ÜÛ ¶ÝÒßÎáÖÜÛà 10. Procedure to establish operations control system The company has a written policy and procedure on financial transactions, procurement and administration in general. The scope of duty, authority and authorization of executives in different levels are clearly specified; for example, the amount of money executives in each level are authorized to approve and the supplier selection process. The company is also in the process of improving the procurement process, to ensure greater flexibility in supporting the company’s business operations.

The company also ensures check and balance, reflected through the segregation of authority concerning approval making, financial records, information and assets control. The company also collects data on major shareholders, directors, executives and all involved with the individuals, to facilitate the monitoring and cross-examination of connected transactions or transactions that could pose conflict of interest. A procedure is also in place to control the reporting and approval of obligatory. There is a system to ensure that the contracts are honored throughout the contractual period 11. Procedure on general control of information system The company is concerned with the safety of information. There is a rule on access to information; such as the authority to use or change the information. The restriction is imposed while level of secrecy is identified.

12. Policy on operational control The company has a thorough measure to ensure all transactions of major shareholders, directors and executives and their connected partners follow through the prescribed rules, including the company’s regulations, the criteria of the Stock Exchange of Thailand and the Securities and Exchange Commission. The measure covers transactions by those having no interest in the transactions. All transactions must be strucked mainly to benefit the company and all are considered the transactions with outsiders. The Board of Directors is also assigned to review the financial transactions between the company, subsidiaries, affiliates and related units. The Audit Committee’s review will focus on the necessity and reasonability. All transactions must hold the company’s benefits as the priority to gain confidence from shareholders and other stakeholders.

The company monitors the operations of subsidiaries and affiliates as well as sets guidelines that the subsidiaries’ and affiliates’ directors or executives must follow.

113

The monitoring measure is in place to ensure that the company’s operations are compliant to relevant laws, to reduce business risks and garner the company’s reputation. There is a review which action is violating the laws and a measure to correct and prevent the mishap The company is in the process of establishing the contingency plan for major crises that may have a significant impact on the operations, such as political incidents, natural disasters, or others. This is to ensure that the company is able to maintain normal operations with a system and protocol to deal with serious incidents.

°ÛÓÜßÚÎáÖÜÛ »ÒÐÕÛÜÙÜÔæ ÎÛÑ ªÜÚÚâÛÖÐÎáÖÜÛà 13. Information accuracy and availability The Board of Directors must have access to significant information, which must be sufficient for their decision making process. Ahead of meetings, the directors are entitled to meeting notices or document containing necessary and sufficient information. The information must be delivered in advance, at least within the legally-specified time limit. The meeting minutes contain sufficient details, allowing post-meeting audit of directors’ actions. For example, the minute contains directors’ questions, comments or suggestions as well as the comments from a directors who oppose the agenda. Moreover, accounting document is stored systematically. The accounting standard adopted is also in line with the nature of business.

14. Internal Communications The Board of Directors and the Audit Committee are allowed to access information necessary for their work or to review transactions. A responsible person is identified, if they need more information on top of what is provided by the management. The Board of Directors also can seek information from the auditor and the internal auditor.

Extra meetings with the management are hosted as asked by the Board of Directors on top of scheduled Board of Directors meetings.

15. External Communications The investor relations unit is in place to handle communications with the regulatory bodies and stakeholders.

ºâßãÒÖÙÙÎÛÐÒ ºæàáÒÚ 16. Consistent surveillance evaluation The company has completed reports on the operating performance and the evaluation of the management against the company’s prescribed targets. The risk factors or control system are reviewed if the company’s objectives or external risk factors alter. The company also monitors compliance to the code of conduct and other rules and regulations imposed on executives and employees to prevent conflict of interest. Each unit is assigned to monitor their compliance and report to the supervisors. The internal control unit is assigned to monitor compliance with business ethics and regulations, which bars executives and employees from activities which may result in conflict of interest. It must also report to the Audit Committee of such cases. The internal control must also monitor the compliance to the specified rules and report the progress to the Audit Committee. The internal control must report directly to the Audit Committee, to ensure its independence and straightforward reporting, The company also shows supports to internal inspectors, to ensure the international standard for The Professional Practice of Internal Auditing (IIA).

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17. Appropriate and timely correction The company has consistently monitored the operations. Should the operating results differed significantly from targets, the company can address the issue promptly. The management is required to immediately report the Board of Directors if an incident, a serious fraud case, or other activities which may significantly affect the company’s reputation and financial condition. The management must also report the significant mishap, recommendations and progress on correction to the Board of Directors and the Audit Committee within a reasonable period of time.

Regarding the internal control, the Audit Committee agreed with the Board of Directors. It also commented on the financial statements. Auditor Supachai Panyawattano, of EY Co.,Ltd., did not specify any significant mishap in the internal control which may harm the company’s operations. During the year, however, the auditor notified the Board of Directors of some developments, so that it could improve the internal control. Such involves the long-overdue payments for land purchases, for example.

The company’s internal control division reports directly to the Audit Committee. Ms. Duangporn Rermyindee is the unit’s director. The Audit Committee resolved that thanks to her knowledge and capability, she is a good choice to ensure effective and efficient operations. (Her educational background and experience is in Attachment 3). The promotion, removal and reshuffle of the internal control division’s chief must be approved by the Audit Committee.

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Corporate Social Responsibility (CSR) ¶ãÒßÎÙÙ ·ÜÙÖÐæ ·ÜÙÖÐæ ÎÛÑ ®ÜÜÑ ®ÜãÒßÛÎÛÐÒ Property Perfect Public Company Limited operates the property development business, focusing on properties for sale and rent. The emphasis is placed on good governance practices, which take into account stakeholders ranging from consumers, shareholders, employees and suppliers to communities, society and the environment. The company also upholds information disclosure transparency and the Board of Directors’ responsibility. The operations proceed with the measures to prevent impacts on community and dwellers as well as the surrounding environment. The company is committed to improve the good governance while further expand business. »ÕÒ ©ÜÎßÑ ÜÓ «ÖßÒÐáÜßà ¹ÜÙÒ The Board of Directors plays a role in ensuring the company’s operations are in line with good governance practices and uphold responsibility to society and environment. Meanwhile, it is also improving the company’s practices, through the introduction of corporate ethics and CSR Best Practices on social and environmental responsibility in line with the best practices on social responsibility and the Stock Exchange of Thailand’s CSR Best Practices for the listed companies in the property and construction sector. ½ÖàÖÜÛ The company’s vision is to be a leading property developer which boasts constant improvement in the creation of happiness and satisfaction to customers of all ages, as well as communities, business partners, shareholders and employees.

Our focus is to create the perfect living. ´ÖààÖÜÛ 1. Create and develop modern products and services at potential locations and timely and constantly respond to new living concepts 2. Create and solidify the financial stability in response to sustainable development of the organization and stakeholders’ 3. Create and improve operational excellence through a professional team and the consistent and standardized operating system 4. Create and enhance satisfaction in products and services with the better environment and quality of life and responses to the need of clients of all ages 5. Create and grow reputation and pride through responsible and ethical operations, in recognition of the benefits and impacts on the relevant parties

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ºáÎØÒÕÜÙÑÒßà ¹ÜÙÒà The company realizes the importance of all stakeholders, be they internal ones like shareholders and employees or external ones like customers, competitors, creditors (suppliers or contractors), the public sector and relevant agencies, as well as society and environment. The company has attempted to make its policies fair and appropriate to all stakeholders; Shareholders The company recognized the transparency in disclosing information to all shareholders in a timely and complete manner.

The information is released through various channels like the Stock Exchange of Thailand’s electronic board, the company’s website, newspapers, press releases or written letters.

Employees The company’s Remuneration Committee is tasked to consider appropriate benefits to employees and systematic promotion for fairness to all. In the manual distributed to all employees, they are clearly informed about the company’s welfare. The employees are also part of the company’s provident fund.

Customers Aside from quality construction, the company also emphasizes on ethical practices. Customers are entitled to quality and standard services. Their complaints and recommendations will be handled as soon as possible.

Competitors The company adheres to the favorable rule of competition, by avoiding unscrupulous actions to destroy competitors.

Creditors Suppliers: The company clearly specifies the invoice and cheque payment schedules to all suppliers, and the payments are strictly in line with the rules to raise their confidence.

Contractors: The company adopts the efficient and fair criteria to select qualified contractors for construction projects.

The median prices are set according to market rates, though some contracts may be awarded a slightly-above-market rate. The company also takes into consideration the work condition of each project, which leads to special pricing in some cases, if necessary. The prices are set by procurement sub-committees, based on the purposes and transparent procurement rules. They also specify fair construction slots, evaluates the construction works, monitor the invoices, and clearly specifies the terms in contracts for fair treatment. Payment schedules are honored to raise contractors’ confidence and allow them to grow along with the company.

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ªº¹ ÖÛ ·ßÜÐÒàà ­ÎÖß ÜÝÒßÎáÖÜÛà - Fair competition: The company adheres to fair competition rules, by avoiding unscrupulous practices to destroy competitors.

- CSR promotion in the supply chain: The company realizes the importance of all stakeholders – internal ones like shareholders and employees and external ones like customers, competitors, creditors (suppliers and contractors), the government sector and other relevant agencies, as well as society and environment. The company has attempted to be fair and reasonable to all stakeholders. ¨ÛáÖ ªÜßßâÝáÖÜÛ - Anti-corruption policy: The company has the internal control unit to monitor operational efficiency. The monitoring reaches procurements, which are carried out through a bidding and price cross-checks. A sub-committee on procurement is also in place, to ensure transparency and fairness.

- Compliance: The company has clearly-defined written rules for all officers and executives.

- Disclosure of operating results and progress: The company puts emphasis on sufficient information disclosure to all relevant parties and ensures the disclosure of accurate, reliable, sufficient and timely information as well as equal access to the information. ¹ÒàÝÒÐá ÓÜß ¯âÚÎÛ ¹ÖÔÕáà - Policy and guidelines: The company has the policy to support and respect human rights. The operations are monitored to avoid any activities that violate human rights, such as the use of illegal workforce.

- Key labor rights measures: The work system and working environment is designed to ensure occupational and health safety. Employees enjoy fairness and reasonable pays. ­ÎÖß ³ÎÏÜß ÝßÎÐáÖÐÒà - Employment and labor relations: The company has established the Remuneration Committee to define reasonable remuneration and the systematic and fair promotion system. A manual is handed out to all employees, to clearly inform them of welfare benefits. The provident fund is also established. ¹ÒàÝÜÛàÖÏÖÙÖáæ áÜ ªÜÛàâÚÒßà The company is committed to operate the property development business in line with requirements. Improvements have been made consistently to satisfy all levels of customers, under the guidelines of the ISO 9001: 2008 standard.

The operations cover land development and housing construction, focusing on the development of housing estates and condominiums in Bangkok and peripheral provinces. Standards are applied with the construction plan, construction work management, contractor supervision, machine and tools, procurements, quality control and the process to deliver finished products to customers who are guaranteed of standard products and services.

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The company is also committed to further improve the quality of products and services, through the selection of standard materials and improvement in the construction technology. This policy helped Perfect Masterpiece Rattanathibet secure Thailand Property Awards 2012: “Best Housing” and Perfect Place Rangsit win an honor as an outstanding private single house estate for 2012.

The company puts emphasis on the selection of construction materials and technology innovation, to lift the quality of life and living. Technology is incorporated in the construction process. For example, the partnership is forged with SCG, to secure quality and environmental-friendly materials and introduce “SCG Heim” - the Modular construction technology.

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¬ÛãÖßÜÛÚÒÛáÎÙ ÐÜÛàÒßãÎáÖÜÛ Extreme concerns are placed for the environment, reflected the environment management inside development projects and surrounding communities. This results in the quality of life of the projects’ dwellers and those living in surrounding communities as well as the general public. Environmental Impact Assessment is conducted for the projects which may cause impacts on community, aside from studies and researches on environmental and health impacts, as required by the Natural Resources and Environment Ministry. The company also focuses on energy conservation, as reflecting through the designing process, the use of appropriate and environmental-friendly construction materials. Aside from enhancing the quality of life, this will also reduce energy consumption. Aside from energy-saving home designs, the company also partners with SCG introducing some of energysaving materials in development projects such as cooling roof tiles.

Following this road, the company’s projects won the Natural Resources and Environment Ministry’s EIA Monitoring Awards for three consecutive years, recognized for the outstanding environmental management. Some housing estates also won the Outstanding Energy-Saving Awards from the Energy Ministry’s Department of Alternative Energy Development and Efficiency. The following are the award-winning projects: - 2005-2007: Perfect Place Rattanathibet, Perfect Place Ramkhamhaeng Phase 1 - 2006-2008: Perfect Place Ramkhamhaeng Phases 2 and 3 - 2008: Energy Ministry’s Department of Alternative Energy Development and Efficiency bestowed the company the “Outstanding Energy-Saving Housing Estate Award” for the house designs and development projects which demonstrate energy conservation concept in the design, the selection of construction materials, floor plan and management. The company won 10 awards as follows: w LQ WKH FDWHJRU\ RI VPDOO KRXVHV ZLWK QR PRUH WKDQ VTP XVDEOH VSDFH IRU 3HUIHFW 3ODFH 5DWWDQDWKLEHW project and Perfect Place Sukhumvit 77-Suvarnabhumi project. w LQ WKH FDWHJRU\ RI PHGLXP VL]HG KRXVHV ZLWK VTP LQ XVDEOH VSDFH IRU 3HUIHFW 0DVWHUSLHFH Rattanathibet project. w LQ WKH FDWHJRU\ RI WRZQKRXVHV ZLWK QR PRUH WKDQ VTP LQ XVDEOH VSDFH IRU 7KH 9LOOD 5DWWDQDWKLEHW project. w LQ WKH FDWHJRU\ RI WRZQKRXVHV ZLWK RYHU VTP LQ XVDEOH VSDFH IRU 7KH 0HWUR 5DPD SURMHFW w LQ WKH FDWHJRU\ RI VPDOO GHYHORSPHQW SURMHFWV ZLWK QR PRUH WKDQ SORWV IRU 0DQHHULQ 3DUN 5DQJVLW project. w LQ WKH FDWHJRU\ RI PHGLXP VL]HG GHYHORSPHQW SURMHFWV ZLWK SORWV IRU 3HUIHFW 0DVWHUSLHFH (NDPDL Ramindra project. w LQ WKH FDWHJRU\ RI ODUJH GHYHORSPHQW SURMHFWV ZLWK RYHU SORWV IRU 3HUIHFW 3ODFH 6XNKXPYLW Suvarnabhumi project.

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7 ÂŞĂœĂšĂšĂ˘Ă›Ă–ĂĄĂŚ ÎÛÑ ÂşĂœĂ?Ă–ĂŽĂ™ ÂŤĂ’ĂŁĂ’Ă™ĂœĂ?ÚÒÛå Community participation: The company has consistently supported projects and activities designed for public benefits, on hope that such assistance would help develop society and return benefits to society. The company has improved communities near several projects, like the pavement of roads where the projects are located and the dredging of public canals near the projects. (Details in No.3: CSR after Process) Â&#x; ÂŤĂ–Ă ĂĄĂ&#x;Ă–Ă?Ă˘ĂĄĂ–ĂœĂ› ĂœĂ“ ªºš Ă–Ă›Ă›ĂœĂŁĂŽĂĄĂ–ĂœĂ›Ă The company has applied CSR concept in the process and experiences gianed in the process have been improved and turned into innovations which could benefit both the operations and society as a whole. Such innovations include the project planning, development and management which takes into consideration social and environmental impacts. Business innovations cultivated through experience and technology are also applied to mitigate and cope with possible problems. The innovations to benefit society and environment – like the flood protection plan and rehabilitation measures for flooded houses - are disclosed, to encourage similar actions among other players in the industry. ªºš ĂŽĂ“ĂĄĂ’Ă&#x; ¡Ă&#x;ĂœĂ?Ă’Ă Ă The company has consistently undertaken social activities, particularly those which will enhance the quality of life of communities around the company’s property projects. In 2013, the company helped in maintaining public properties and social activities as follows: w 'UHGJLQJ .KORQJ %DQJSUDVX 7DPERQ %DQJ 0DHQDQJ QHDU 3HUIHFW 3DUN 5DPD %DQJ\DL SURMHFW WR HQKDQFH LWV water drainage capacity and prevent floods in the community. w )L[LQJ D IORRG DIIHFWHG URDG LQ .KRQJ 6DPZDQJ FRPPXQLW\ LQ %DQJ %XDWKRQJ GLVWULFW QHDU 3HUIHFW 3DUN %DQJEXDWKRQJ project. w 5H SDYHPHQW RI 5DPNKDPKDHQJ URDG ZKLFK OHDGV WR 3HUIHFW 3ODFH 5DPNKDPKDHQJ 6XYDUQDEKXPL SURMHFW to prevent floods. w 9DFFLQDWLRQ DQG VWHULOL]DWLRQ RI VWUD\ GRJV DQG FDWV LQ 5DPNKDPKDHQJ 6RL DQG QHDU 3HUIHFW 3ODFH Ramkhamhaeng-Suvarnabhumi project. w 0DLQWHQDQFH RI FRQFUHWH OLGV RI ZDWHU GUDLQDJH V\VWHP DQG FRQVWUXFWLRQ RI D URDG EXPSHU LQ 6RL .KXERQ ZKHUH 7KH 9LOOD 5DPLQWUD RXWHU ULQJURDG SURMHFW LV ORFDWHG w PHWUH LPSURYHPHQW ZRUN RI WKH SXEOLF URDG DQG EULGJH OHDGLQJ WR 0RGL 9LOOD /DW .UDEDQJ SURMHFW XQGHU D Bt50,000 budget. w ,QVWDOODWLRQ RI ZDWHU SXPSV DQG FOHDQLQJ RI 6RL %DQJQD *DUGHQ ZKHUH 0RGL 9LOOD %DQJQD SURMHFW LV ORFDWHG w ,PSURYHPHQW DQG H[SDQVLRQ RI 5DWSDWDQD 6RL 5RDG QHDU 7KH 0HWUR 5DPNKDPKDHQJ RXWHU ULQJURDG SURMHFW as well as the dredging of the canal and grass cutting at the cost of over Bt2,000,000. w ,PSURYHPHQW RI WKH URDGV QHDU %DQ /DHP 1XDQOD RU DQG :DW 6DSKDQVRRQJ LQWHUVHFWLRQV QHDU 3HUIHFW 3ODFH &KDHQJ :DWWDQD SURMHFW 7KH URDGV ZHUH HOHYDWHG DQG ZDWHU GUDLQDJH V\VWHP LV LQVWDOOHG ZLWK D EXGJHW RI RYHU %W

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w &RQVWUXFWLRQ RI D ZDVWH ZDWHU GUDLQDJH FKDQQHO IURP D FRPPXQLW\ QHDU 3HUIHFW 3ODFH &KDHQJ :DWWDQD SURMHFW WR enhance the community’s water drainage capacity during the raining season with a Bt200,000 budget. w ,QVWDOODWLRQ RI WKH OLJKWLQJ DQG WUDIILF OLJKW V\VWHPV DW %DQ /DHP 1XDQOD RU DQG :DW 6DSKDQVRRQJ LQWHUVHFWLRQV QHDU 3HUIHFW 3ODFH &KDHQJ :DWWDQD SURMHFW ZLWK D EXGJHW RI %W w &RQVWUXFWLRQ RI D ODQH SXEOLF URDG RQ D UDL ODQG SORW RI 3HUIHFW 3ODFH 5DWFKDSKUXHN SURMHFW IRU EHWWHU WUDIILF LQ WKH FRPPXQLW\ DQG D EULGJH RYHU .KORQJ %DQJUDN 1RL ZKLFK FRQQHFWV 6RL 6DZDLSKRO DQG 6RL 3UDFKDUXDPMDL in Tambon Bangrak Noi under a budget of over Bt5,000,000. w &RQVWUXFWLRQ RI D G\NH WR FKDQQHO ZDWHU IURP .KORQJ %DQJUDN 1RL WR WKH FRPPXQLW\ QHDU 3HUIHFW 3ODFH 5DWFKDSKUXHN project, to facilitate their gardening activities, with a budget of over Bt3,000,000.

The company also carried out activities for the youth and the underprivileged, through donations to help build a learning center and a kidney dialysis center in Ramkhamhaeng Soi 164 (Ruamsai Foundation), to support activities of Lam Nai So 6FKRRO LQ /DW .UDEDQJ DQG WR VXSSRUW WKH &KLOGUHQtV 'D\ DFWLYLWLHV RI 7KDQDNRUQ DQG %DQ .RK FRPPXQLWLHV LQ 0LQ %XUL district. The company also supported the broadcasting of “Happy Living Concert The Star 9� taking place at Perfect 0DVWHUSLHFH 5DWWDQDWKLEHW SURMHFW WR FKLOGUHQ DW WKH +RPH IRU &KLOGUHQ ZLWK 'LVDELOLWLHV LQ 3DN .UHW DQG WKH 0DKDPHN +RPH IRU %R\V :KLOH WKH\ FRXOG HQMR\ WKH FRQFHUW DW WKH HYHQW PHPEHUV RI 7KH 6WDU DOVR DXFWLRQHG WKHLU EHORYHG REMHFWV $OO SURFHHGV ZHUH JLYHQ WR :DW 3KUDEDWQDPSX LQ /RS %XUL )RU WKH IRXUWK \HDU VHYHUDO SURSHUW\ SURMHFWV OLNH 3HUIHFW 3DUN 5DPD 5-Bangyai and Perfect Masterpiece Rattanathibet also hosted the alms-making ceremony, to seek donations for the temple.

Residents of the projects could also donate other materials like dry food, clothes and medical supplies to the temple.

Moreover, at Perfect Place Rattanathibet project, the company also joined the Thai Red Cross Society’s special blood donation activity, organized to commemorate its 120th anniversary to encourage 65 million Thais to donate blood in honor RI +LV 0DMHVW\ WKH .LQJ 7R PDUN +0 WKH .LQJtV ELUWKGD\ RQ 'HFHPEHU WKH FRPSDQ\ DOVR KRVWHG D FDQGOH OLJKWLQJ FHUHPRQ\ DW .LURUR 5HVRUW LQ 6DSSRUR -DSDQ WKH VNL UHVRUW DFTXLUHG UHFHQWO\ E\ WKH FRPSDQ\ +RVWHG MRLQWO\ ZLWK RYHUVHDV 7KDLV DQG VWXGHQWV LQ WKH FLW\ WKH FHUHPRQ\ ZDV WR H[SUHVV JUDWLWXGH WR WKH .LQJ ÂŞĂœĂ&#x;Ă&#x;âĂ?ĂĄĂ–ĂœĂ› ¡Ă&#x;Ă’ĂŁĂ’Ă›ĂĄĂ–ĂœĂ› ´ÒÎà âĂ&#x;Ă’Ă

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The company has the internal control unit to monitor operational efficiency. The monitoring reaches procurements, which are carried out through a bidding and price cross-checks. A sub-committee on procurement is also in place, to ensure transparency and fairness. Operating guidance for all employees and executives is clearly defined in writing. The company also puts emphasis on sufficient information disclosure to all stakeholders and ensures that the information is accurate, reliable, complete and timely as well as all parties have equal access.

Under the company’s regulations, employees are required to honestly carry out their responsibilities. The company is entitled to the right to dismiss corrupted employees or those intentionally violating the criminal code and those with intention to cause damage to the company. For transparent operations, the company has issued announcements which outline appropriate work procedures. For example, there is an announcement on the guidelines involving contractors. If any employees are caught in any inappropriate action, they will be subjected to severe penalties.

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The company is in the process to implementing the additional anti-corruption guidelines, issued by the Securities and Exchange Commission. The policy was announced, not to demand for bribery, take or give money, or take part in any corruption.

This would be implemented through: - Evaluation of business risks.

- Specification of guidelines to prevent corruption and monitor corruption-related risks.

- Communications with employees and training.

- Evaluation of the implementation.

- Evaluation of process sufficiency by the auditor, to prevent corruption.

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Explanation and Analysis of Financial and Operating Results Property Perfect Public Company Limited’s consolidated financial and operating results for year 2011-2013 were as follows:

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ºâĂ?Ă Ă–Ă‘Ă–ĂŽĂ&#x;ĂŚ ÂŹĂ ĂĄĂŽĂ?ÙÖà ÕÚÒÛå In 2007-2010 In 2007, The company established Bright Development Bangkok Company Limited with a registered capital of Bt1 million, for the development of Metro Sky Ratchada. It raised the capital to Bt500 million in March 2010. In this year Bright introduced iCondo brand for condominium project .In 2011 develop Uniloft brand for dormitory .In March 2011, registered capital raised to Bt1,000 million .The company now holds 100 % of the registered and paid-up capital.

The company established a joint venture with Singapore’s Timberline Investments Pte. Ltd, a shopping complex developer. Centrepoint Shopping Mall Co.,Ltd was established with a registered capital of Bt1 million, held 59.99% of the registered and paid-up capital by the company, to handle commercial development like shopping malls and office buildings.

2Q -DQXDU\ WKH %RDUG DSSURYHG WKH FRPSDQ\tV SXUFKDVH RI DOO VKDUHV IURP 7LPEHUOLQH ,QYHVWPHQWV 3WH /WG (amounting to 400,000 shares at Bt100 par value). After the acquisition, the company owns99.99% in Centre Point. The Board also approved the plan to raise Centrepoint’s registered capital from Bt1 million to Bt500 million. As 30% of capital is paid up, the paid-up capital is now Bt150.7 million.

In March 2010, the company bought a 100% stake in Residence Number Nine Co., Ltd., which was capitalized at Bt1,000 million, from its shareholders at the cost of Bt507 million, to expand its residential development business.

In April 2010, Estate Perfect Co., Ltd., a wholly-owned subsidiary, raised the capital from Bt1,000 million to Bt1,200 million entirely shouldered by the company.

In 2011-2012 In April, the company established U & I Construction Bangkok Company Limited with registered capital of Bt100 million, Bt50 million paid-up. The company holds 100% in U & I, which operates construction service business. ,Q -XQH WKH FRPSDQ\ HVWDEOLVKHG 3HUIHFW 3UHIDE &RPSDQ\ /LPLWHG ZLWK UHJLVWHUHG FDSLWDO RI %W PLOOLRQ SDLG XS The company owns 51% in Perfect Prefab, which is a manufacturer and installer of prefab construction materials. ,Q -XO\ 8QLORIW 6HUYLFH 7KDLODQG &RPSDQ\ /LPLWHG ZDV HVWDEOLVKHG ZLWK UHJLVWHUHG FDSLWDO RI %W IXOO\ SDLG XS The company owns 100% in Uniloft Service which operates in the apartment industry.

In November, Perfect Sport Club Company Limited, 100% owned by the company, raised the capital from Bt1 million to Bt5 million. The company fully subscribed to new shares. ,Q 'HFHPEHU WKH FRPSDQ\ DFTXLUHG :H 5HWDLO 3XEOLF &RPSDQ\ /LPLWHGtV QHZO\ LVVXHG VKDUHV SDU Bt5), at Bt1.10 apiece or a total of Bt400,200,000.20. This accounted for a 88.06% stake. Then, the company sold all VKDUHV SDLG XS IRU %W LQ &HQWUHSRLQW 6KRSSLQJ 0DOO &RPSDQ\ /LPLWHG WR :H 5HWDLO 3XEOLF &RPSDQ\ /LPLWHG DW WKH SDLG XS YDOXH :H 5HWDLO 3XEOLF &RPSDQ\ /LPLWHG 8QGHU WKH UHYHUVH WDNHRYHU WKH &RPSDQ\ FRQVLGHUV WKDW LW KDV PDLQWDLQHG WKH KROGLQJ 8QGHU WKH GHDO &HQWUHSRLQW LVVXHG VKDUHV LQ UHWXUQ IRU WKH VKDUHV RI :H 5HWDLO 7KH FRVW RI the business consolidation is based on the fair value of Centrepoint, calculated by an independent financial advisor in line ZLWK DFFRXQWLQJ UHYDOXDWLRQ 7KH IDLU YDOXH LV %W PLOOLRQ KLJKHU WKDQ WKH IDLU YDOXH RI :H 5HWDLOtV LGHQWLILDEOH DVVHWV DQG liabilities. Minus the Bt12.6 million equity of Centrepoint’s non-controlling shareholders, the differential of Bt46.1 million is shown as “Differential of subsidiary’s share swap�, under the other elements of shareholders’ equity item.

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,Q )HEUXDU\ WKH &RPSDQ\ ERXJKW DGGLWLRQDO VKDUHV RI :H 5HWDLO 3XEOLF &RPSDQ\ /LPLWHG IURP RWKHU VKDUHKROGHUV WKURXJK WKH PDQGDWRU\ WHQGHU RIIHU ZKLFK LQFUHDVHG WKH KROGLQJ IURP WR ,Q -XO\ WKH &RPSDQ\ LQYHVWHG %W PLOOLRQ IRU :H 5HWDLOtV FDSLWDO LQFUHDVH VKDUHV WR PDLQWDLQ LWV KROGLQJ ZKLOH QRQ FRQWUROOLQJ shareholders invested Bt24.5 million. As the non-controlling shareholders’ subscription was below their combined holdings, WKH &RPSDQ\ VDZ LWV KROGLQJ LQ :H 5HWDLO ULVH IURP WR ,Q -XO\ :H 5HWDLO 3XEOLF &RPSDQ\ /LPLWHG LVVXHG VKDUHV %W SDU YDOXH DQG VROG WKH VKDUHV WR existing shareholders at Bt1.10 apiece or a total of Bt424,787,730. The Company subscribed for the new shares accordingly WR LWV KROGLQJ :H 5HWDLOtV ERDUG RI GLUHFWRUV DW WKH PHHWLQJ RQ -XO\ DSSURYHG &HQWUHSRLQW 6KRSSLQJ 0DOO Company Limited’s entering into a land leasing contract with a company. The 30-year contract will take effect from -DQXDU\ WR 'HFHPEHU FDUU\LQJ WKH OHDVLQJ IHH RI %W PLOOLRQ DQG DQQXDO IHH RI %W PLOOLRQ RU D total of Bt2,524.9 million (excluding the Bt202.5 million compensation specified in the contract). ÂŻĂœĂĄĂ’Ă™ Ă?âà ÖÛÒà à ÖÛãÒà åÚÒÛå Ă–Ă› ¹ÎĂ?ĂŽĂ› ,Q -XO\ WKH &RPSDQ\ HVWDEOLVKHG 3URSHUW\ 3HUIHFW ,QWHUQDWLRQDO 3WH /WG LQ 6LQJDSRUH (VWDEOLVKHG RQ -XO\ WKH wholly-owned subsidiary is to invest in overseas business. Its paid-up capital is 1 Singapore dollar (1 share at 1 Singapore dollar). The Company has approved a Bt100 million loan to the subsidiary.

2Q -XO\ 3URSHUW\ 3HUIHFW ,QWHUQDWLRQDO 3WH /WG 33, LQYHVWHG %W PLOOLRQ WKURXJK D VKDUH SXUFKDVH DQG ORDQ WR 6KDUH *URXS &R /WG 6* ZKLFK LV LQFRUSRUDWHG LQ -DSDQ WR LQYHVW LQ UHDO HVWDWH DQG KRWHO EXVLQHVV LQ WKH FRXQWU\ PPI bought 4,100 newly-issued shares at 6,022 yen apiece or a total of 24.7 million yen, approximately Bt10 million. Its holding in SG is 49.64%.

On 8 August 2012, PPI bought 4,100 right-offering shares of SG at 12,044 yen apiece or 49.4 million yen in total, approximately Bt20 million. (Its holding is maintained at 49.64%).

33, DQG 6* VLJQHG WKH FRQWUDFW WR EX\ VKDUHV ORDQ FODLPV DQG DVVHWV RI .LURUR 5HVRUW .$ RQ -XO\ 'HWDLOV are as follow: D $OO VKDUHV IURP .$ H[LVWLQJ VKDUHKROGHUV DW \HQ RU DSSUR[LPDWHO\ %W E &ODLPV RQ ORDQV WR .$ IURP H[LVWLQJ VKDUHKROGHUV 3OXV LQWHUHVW WKH ORDQV ZRUWK PLOOLRQ \HQ PLOOLRQ yen principal and 0.6 million interest) are purchased at 160 million yen or approximately Bt62.4 million.

F .LURUR 5HVRUWtV DVVHWV FRYHU D ODQG SORW D KRWHO DQG HTXLSPHQW ZRUWK DERXW PLOOLRQ \HQ RU DSSUR[LPDWHO\ Bt405.9 million.

As specified in the contract, PPI and SG must place 240 million yen (Bt96.4 million) as the down payment. On 4 October 2012, SG completed the transaction. ÂŞĂŽĂ?Ă–ĂĄĂŽĂ™ Ă–Ă›Ă?Ă&#x;Ă’ĂŽĂ Ă’ ,Q -XQH WKH FRPSDQ\ DOORWHG DGGLWLRQDO PLOOLRQ VKDUHV RIIHULQJ WKHP WR H[LVWLQJ VKDUHKROGHUV DW WKH SULFH RI %W DSLHFH RU D WRWDO RI %W PLOOLRQ 7KH QHZ VKDUHV ZHUH UHJLVWHUHG ZLWK WKH &RPPHUFH 0LQLVWU\ RQ -XQH ,Q -XO\ WKH FRPSDQ\ LVVXHG IUHH ZDUUDQWV WR H[LVWLQJ VKDUHKROGHUV 3) : DWWDFKLQJ WKHP ZLWK the new common shares mentioned above at the ratio of one warrant to two new common shares. The warrants carry 3 years of maturity and each can be exercised for one common share at the price of Bt1.

124

œãÒĂ&#x;ÎÙÙ Ă?Ă–Ă?åâĂ&#x;Ă’ ĂœĂ“ ™—˜š In February 2013, the company set up Chiangmai Development Company Limited with the fully paid-up capital of Bt200 million. The wholly-owned subsidiary was established to operate the property development business. ,Q $SULO :H 5HWDLO 3XEOLF &RPSDQ\ /LPLWHGtV VKDUHKROGHUV DSSURYHG WKH FDSLWDO LQFUHDVH WKURXJK WKH LVVXDQFH of 500 million common shares with Bt5 par value for existing shareholders at the ratio of 8 old shares to 5 new shares at WKH SULFH RI %W DSLHFH ,Q -XO\ WKH FRPSDQ\ VXEVFULEHG IRU WKH QHZ VKDUHV ZRUWK %W PLOOLRQ DFFRUGLQJO\ WR its shareholding ratio. However, some uncontrolled stakeholders did not subscribe to their allocated shares. This increased the company’s stake in the subsidiary from 91.05% to 93.31%.

In August 2013, the company acquired all 3.5 million shares of Mariya Stuff Company Limited, a property developer.

The shares, with Bt100 par value, cost Bt350 million. Mariya Stuff’s main assets is the 30-year leasing right for a 34-rai land plot in Ramintra Road (Soi 69), Bangkok. The leasing period started from 9 April 2013.

In August 2013, Uniloft Service (Thailand) Company Limited, a wholly-owned subsidiary, raised the capital from Bt100,000 to Bt5 million. Of total, 25% of the new shares or Bt1.2 million are paid-up. ÂŞĂœĂ›Ă ĂœĂ™Ă–Ă‘ĂŽĂĄĂ’Ă‘ ĂœĂ?Ă’Ă&#x;ÎåÖÛÔ Ă&#x;Òà âÙåà ” Ă?ĂœĂ›Ă ĂœĂ™Ă–Ă‘ĂŽĂĄĂ’Ă‘ ÓÖÛÎÛĂ?Ă–ĂŽĂ™ à åÎåÒÚÒÛåà The Company and subsidiaries launched a number of projects in the past 3 years. In 2011, the number of new projects was 5, entirely focusing on single house development. In 2012, 8 new projects were launched, covering 1 single house project and 7 condominium projects. In 2013, 7 new projects were launched, covering 2 3-stories townhouse projects, 2 townhouse projects, 1 duplex house projects and 3 condominium projects.

ANNUAL REPORT 2013 PROPERTY PERFECT

¡Ă&#x;ĂœĂ?Ă’Ă&#x;ĂĄĂŚ Ă‘Ă’ĂŁĂ’Ă™ĂœĂ?ÚÒÛå Ă?âà ÖÛÒà à Property Perfect Public Company Limited’s consolidated operating and financial results in 2011-2013 are as follows:

ºÎÙÒ Ă&#x;ÒãÒÛâÒ ÎÛÑ Ă”Ă&#x;ĂœĂ Ă Ă?Ă&#x;ĂœĂ“Ă–ĂĄ ÚÎĂ&#x;ÔÖÛ The company realizes sales of land and house and condominium units as revenues in statements of income when ownership rights are transferred to buyers.

In determining the cost of a house and condominium unit, which contributes a major portion to the consolidated cost, the company takes into account the total possible development cost (based on the actual cost) and divide it with the number of available units. Once sale revenue is realized, the amount is booked as the sale cost in the balance sheet.

The aforementioned development cost is shown accordingly to the net cost, after provisions on possible depreciation cost of the project. The development cost covers the land cost, infrastructure, construction cost and related interest cost.

125

2013

2,279 Million Bath

6,836 Million Bath

2012

2,741 Million Baht

7,489 Million Baht

2011

2,560 Million Baht

6,926 Million Baht

Single houses and townhouses

Gross profit margin Single houses and townhouses

2011

2012

2013

In 2011, the company registered the consolidated land and house sale revenue down Bt. 77.02 million from 2010. In the first nine months, the consolidated sale revenue increased by Bt877 million from the same period a year earlier.

The fourth-quarter figure dropped due to the flood disaster in the Central region, including Bangkok, Nonthaburi and Pathum Thani which heavily plunged demand. In the quarter, the consolidated revenue was only Bt1,148.60 million, compared to Bt2,102.62 million in the same period a year earlier. In the first 9 months of 2011, the consolidated revenue on land and house sale rose by Bt877 million from the same period a year earlier. In 2012, the consolidated land and house sale revenue reached Bt7,489 million, upby Bt563.81 million or 8.14% from 2011. Flood disaster in the Central part of Thailand that affected Bangkok, Nonthaburi and Pathum Thani in the fourth quarter of 2011 caused severe contraction in the industry and recovery was witnessed in the second quarter of 2012. The 2011 revenue thus contracted from the 2010 level.

In 2013, the consolidated revenue from land and house sale totalled Bt6,836.47 million, a decrease by Bt653.02 million or 8.72% from 2012, despite an increase of Bt72 million in the first nine months. This was attributable to the political turbulence which slowed down the property development business in the fourth quarter. The sale revenue in the quarter dropped by Bt725 million from the same period a year ago.

Single House & Townhouse

Gross profit margin

2011

2012

2013

36.96%

36.60%

33.34%

The consolidated gross profit margin from land and house sale in 2011 and 2012 was nearly unchanged, at 36.96% and 36.60%, respectively.

In 2013, the figure dropped to 33.34%, due to the lower revenue realization from high-margin projects after their completion. Meanwhile, houses under the management of the Property Perfect Fund, which the company bought back, produced low gross profit margin. This pulled down the overall margin of the low-rise development projects.

126

2013

711 Million Bath

2,626 Million Bath

2012

403 Million Baht

1,181 Million Baht

2011

346 Million Baht

1,074 Million Baht Condo

Gross profit margin Condo

2011

2012

2013

In 2011, the consolidated sale revenue from condominium projects totalled Bt1,074.15 million, up by Bt296.43 million from 2010. It was attributable partly to an increase in the sale revenue of Metro Sky Ratchada. (In 2010, the company realized revenue from only one condominium project - Metro Park.) In 2011, the group realized revenue from 2 condominium projects. In 2012, the revenue rose by Bt106.49 million or 9.91% to Bt1,180.64 million, thanks to Metro Sky Ratchada which started generating revenue in the fourth quarter of 2011.

In 2013, the sale revenue from condominium projects rose by Bt1,445.80 million or 122.46% from 2012 to Bt2,626.44 million, thanks to more revenue from 4 iCondo projects and 1 Uniloft project. From 2 projects in 2012, the company realized revenue from 6 projects in 2013.

Condominium

2011

2012

2013

Gross profit margin

32.25%

34.10%

27.08%

273 MB.

2013

45 MB.

530 MB.

2012

26 MB.

148 MB.

2011

Gross profit margin Land

2011

2012

2013

ANNUAL REPORT 2013 PROPERTY PERFECT

Land

81 MB.

In 2010, the gross profit margin of condominium units advanced to 36.13% from 29.10% in 2009, thanks to a price adjustment. In 2011, the margin dropped to 32.25%, due to a cut in sale prices to boost sales. In 2012, the margin rose to 34.10% as the prices were raised in line with the increasing demand in condominium units following the massive floods in 2011.

In 2013, the margin from the condominium projects dropped from 34.10% to 27.08%, as 5 projects that started generating revenue in the second quarter offered a lower margin than those generating revenue in 2012.

127

Land Bank

Gross profit margin

2011

2012

2013

32.12%

30.39%

51.55%

In 2011, the revenue from land sale reached Bt81.42 million and the amount rose by Bt66.44 million to Bt147.86 million in 2012, as the company sold a land plot for Bt108.6 million to a university.

In 2013, the revenue rose by Bt381.64 million to Bt529.50 million. The margin hit Bt227.99 million. w 6HOOLQJ DQG DGPLQLVWUDWLYH H[SHQVHV In 2011, sale and administrative cost on the consolidated basis totaled Bt1,995.41 million, up by Bt239.27 million or 13.62 % from 2010. Sale cost increased Bt169.24million, thanks to the Bt68.50 million increase in the special business tax and transfer fee. The advertising, public relations and marketing cost also increased by Bt97.90 million. . Meanwhile, administrative cost also increased by Bt70.02million, partly driven by flood-protection spending.

In 2012, sale and administrative cost on the consolidated basis totaled Bt2,337.81 million, up Bt342.40 million or 17.16 % from 2011. Sale cost increased by Bt138.23 million, thanks to the Bt28.61 million increase in the special business tax and transfer fee in line with higher transfers. The advertising and marketing cost also increased by Bt109.62 million due to the launch of more projects, particularly condominium ones. Meanwhile, administrative cost also increased by Bt204.17 million due to higher expenses on employees and project management in line with new project launches.

Expenses on flooded projects’ rehabilitation in the fourth quarter of 2011 also added up the expenses.

In 2013, the consolidated selling and administrative expenses reached Bt2,564.64 million, an increase by Bt226.83 million or 9.70% from 2012. The selling expenses rose by Bt32.08 million: while advertising and promotion-related cost dropped

by Bt18.20 million, the special business tax and transaction fees rose by Bt50.28 million in line with growing sale activities.

Administrative expenses rose by Bt194.75 million, mostly due to the employee salary in preparation for the launch of more projects as well as the increase in project development preparation cost. w 2WKHU H[SHQVHV The company in 2008 sold 64 units of land and houses with a combined value of Bt510 million to Property Perfect Fund. Under the agreement, the Company agrees to guarantee the minimum revenue of the fund (rental and service revenues before deducting expenses) at Bt55 million for a period of five years, ending 31 December 2012. The minimum JXDUDQWHH SD\PHQW LV GXH RQ -XO\ DQG -DQXDU\ RI WKH \HDUV VSHFLILHG LQ WKH FRQWUDFW +RZHYHU WKH DPRXQW RI guaranteed revenue depends on the ratio of the value of the outstanding properties to the value of the properties in which the Fund initially invested, as determined by an appraisal company for the purpose of the initial investment. The company has estimated provision for loss from such guarantee at the present value of the cash flows which it expects to pay to the fund with a total of Bt73.8 million, and recorded it as a separate item under the heading of “loss arising from minimum revenue guarantee� in the income statements.

In 2011, the company booked Bt33.59million losses from the minimum return guarantee as expense, which was Bt2.01million down from 2010.

In 2012, the Company booked Bt32.76 million as loss from the minimum revenue guarantee, as the fund’s revenue was below estimates. The minimum guarantee clause (based on rents and service fees before expenses) ended on 31 December 2012.

128

On 30 October 2013, a subsidiary sold a dormitory building to the Uniloft Property Fund (the Fund) for Bt514 million, as approved by the Board of Directors who convened on 8 August 2013. The company invested Bt100.5 million in the Fund, accounting for 19.52% of the fund’s value, and struck a 3-year leasing contract with the Fund which requires the fixed annual rental fee of Bt43.5 million. The Fund can extend the leasing period by another 1 year, under the same condition specified in the original 3-year contract. The company and the subsidiary have no plan or right to buy back the property. Thus, the revenue and cost of the transaction was booked in statement of comprehensive income in the year. However, as the 4-year contract is tantamount to the company’s burden to guarantee the Fund the rents, the management applied a different approach to determine the current value of the expenses compared to the approach applied to individual tenants. The 4-year leasing fee as agreed with the Fund was based on the current circumstances and the dormitory’s current operating condition. The company thus set aside a provision on possible loss from the guarantee at Bt45.31 million. The provision is booked in Item “Loss from rent guarantee� in the statement of comprehensive income. w )LQDQFLDO H[SHQVHV In 2011 to 2013 amounted to Bt417.22million, Bt527.32million and Bt703.36million, respectively. It comprises interest expenses and financial charges.

Interest expenses during 2011 to 2013 amounted to Bt393.48million, Bt464.14million and Bt637.60million, respectively. The interest expenses also increased in 2012 due to the acquisition of new land plots for future low-rise and high-rise development as well as the investment in the overseas hotel mentioned above. In 2013, such increased due to the investment in land and land leasing rights, acquired for future low-rise and high-rise development.

Financial fees during 2011-2013stood at Bt23.74million, Bt63.18 million and Bt68.76million, respectively. Financial fees in 2012 derived from the debenture issuance early March, the seeking of a short-term loan in the second quarter, and the debenture issuance in August and November. In the year, the financial fees increased in line with the fund mobilization size.

In 2013, the amount rose by Bt 5.58 million from 2012.

ANNUAL REPORT 2013 PROPERTY PERFECT

ÂŻĂœĂĄĂ’Ă™ Šâà ÖÛÒà à ,Q WKH IRXUWK TXDUWHU RI WKH &RPSDQ\ LQYHVWHG LQ D KRWHO EXVLQHVV LQ -DSDQ KROGLQJ LQ WKH EXVLQHVV 7KH venture generated Bt275 million revenue and Bt46 million as other venue, The gross profit margin hit Bt84 million, against operating expense of Bt168 million and foreign exchange loss of Bt95 million. This resulted in a loss of Bt134 million. However, the foreign exchange loss is covered by a forward contract, struck with a commercial bank late 2012.

In 2013, the hotel business generated Bt1,018 million in revenue and Bt5 million in other revenue. The gross profit margin hit Bt382 million. However, it generated Bt508 million in operating expenses and Bt38 million in interest expense.

As such, it showed a loss due to the Bt153 million tax expense.

129

w 1HW SURILWV RI ERWK EXVLQHVVHV

The consolidated net profits during 2011-2013 are as follows: Unit: Million Baht

2013

Net profit Shareholders’ equity Subsidiaries’ non-controlling shareholders’ equity

2012 (Revised)

41.42 82.93 (41.51)

202.72 257.85 (55.13)

2011

488.00 488.13 (0.13)

In 2011, the consolidated net profit totaled Bt488.00 million, down by Bt62.44 million or 11.34% from the previous year.

Despite lower sale revenue, the gross profit margin pushed up the profit margin. It is noted that sale and administrative expense increased in line with business expansion, as well as flood protection actions in the fourth quarter. Meanwhile, a cut in special business tax from 3.3% to 0.1% was terminated on 28 March 2010. This required the company to pay the special business tax at 3.3% in 2011.

The 2012 consolidated net profit totaled Bt202.72 million, inclusive of the Bt257.85 million profit for the Company’s shareholders and Bt55.13 million loss of subsidiaries’ non-controlling shareholders. This is down by Bt285.28 million or 58.46% from the previous year. Of total decrease, local property business contributed Bt151.93million while the overseas hotel business contributed Bt133.35million.

The Company’s shareholders equity of Bt257.75million showed a decrease by Bt230.28million, resulting from the Bt257 million increase in profit margin against the Bt342.40 million increase in sale and administrative cost following the launch of new projects particularly condominiums which demanded higher advertising and marketing cost. Moreover, the higher number of projects under management raised the headcount and administrative cost. The Company also shouldered a cost in rehabilitating projects suffering from the 2011 flood, the Bt110.10 million increase in financial expenses, Bt49million decrease in tax income, and Bt81 million loss from the hotel business.

In 2013, the consolidated net profit was at Bt41 million, down by Bt161 million or 79.57% from the previous year. Of total, a decrease of Bt142 million was attributable to the operations in Thailand. Though development business in Thailand showed higher revenue, the gross profit margin dropped. Moreover, expenses also increased by Bt239 million.

Meanwhile, the overseas hotel business, acquired in the fourth quarter of 2012, showed a bigger net loss of Bt153 million against Bt19 million in 2012. ­ÖÛÎÛÐÖÎÙ ºáÎáâà Overall Picture of Financial Status Table presented consolidated financial status (Unit :Million Baht)

As of 30 December 2013 As of 30 December 2012 (Revised) As of 30 December 2011 (Revised) As of 30 December 2010

130

Assets

30,668.10 26,175.62 21,665.81 19,728.93

Liabilities

22,021.72 17,544.98 13,974.33 12,554.50

Shareholders’ equity

8,646.38 8,630.64 7,691.48 7,174.43

1RWH 7KH DGMXVWPHQW IROORZHG WKH FRPSDQ\ DQG VXEVLGLDULHVt DGRSWLRQ RI WKH WK DFFRXQWLQJ VWDQGDUG RQ LQFRPH WD[HV RQ -DQXDU\ 2013. Retroactive changes were made for a clearer comparison purpose, which resulted in:

Unit: Bt. Million An increase in deferred tax An increase in subsidiaries’ non-controlling interests A decrease in revaluation deficit in investments An increase in retained earnings

30/9/13 334.68 0.32 0.62 333.73

31/12/12 327.16 0.32 0.55 326.29

31/12/11 301.80 1.46 300.34

w $VVHWV The consolidated assets stood at Bt21,665.81million, Bt26,175.62million and Bt30,668.0million during 2011 and 2013, respectively. In the same period, assets increased Bt1,936.88million ,Bt4,509.81 million and Bt4,492.63million ,respectively, as the company acquired additional land for the development of condominium, townhouse and rental dormitory, the OHDVLQJ ULJKW IRU WKH ODQG UHVHUYHG IRU FORVHG VKRSSLQJ PDOO GHYHORSPHQW DQG WKH KRWHO EXVLQHVV LQ -DSDQ

Of all assets as of 30 December 2013, ranked No.1 was the project development cost of Bt16,926.78 million which accounted for 55.19%. Following are land bank worth Bt6,062.24 million (19.77%); advance payment for land purchases worth Bt660.13million (2.15%); ranked No.3-7 were leasehold right worth Bt1,289.40 million (4.20%); cash and equivalents worth Bt1,235.22million (4.03%), Land and equipment worth Bt.1,048.496 million (3.42%), property for development worth bt.967.14 million and investment in joint venture worth Bt582.72 million (1.9%). The structure is in line with the group’s operations. Details are as follows; Project development cost (Unit : Million Baht) 2013

Company - unconsolidated Subsidiaries Total *

9,015.07 7,911.71 16,926.78

2012

51.45% 46.74% 100.00%

6,852.50 6,501.15 13,353.65

2011

Company - unconsolidated Subsidiaries Total*

8,367.06 4,565.42 12,932.48

51.32% 48.68% 100.00% 2010

64.70% 35.30% 100.00%

6,749.27 3,373.73 10,123.00

66.67% 33.33% 100.00%

-

The consolidated property development cost in 2011-2013 increased by Bt2,809.48 million, Bt421.17 million and Bt3,573.13 million, respectively, due to the launch of new projects in response to sale revenue targets. As of 31 December 2013, the number of projects under development by the company and subsidiaries totaled 45. The development cost as of 31 December 2013 totaled Bt16,926.78 million. It’s the net value after the Bt76.39 million provision against possible drop in project value. The sum was set aside accordingly to the accounting standard, as accounting value of the projects exceed independent appraisers’ evaluation prices.

(See details in 56-1 “Assets for Business�)

ANNUAL REPORT 2013 PROPERTY PERFECT

Note * Project development cost in consolidated financial statements as of 31 December 2011-2013

131

1HW ODQG EDQN

(Unit : Million Baht) 2013

Company - unconsolidated Subsidiaries Total *

5,058.19 1,004.05 6,062.24

2012

83.44% 16.56% 100.00%

6,428.47 1,855.37 8,283.84

2011

Company - unconsolidated Subsidiaries Total *

3,307.18 1,744.83 5,052.01

77.60% 22.40% 100.00% 2010

65.46% 34.54% 100.00%

4,277.59 1,215.39 5,492.98

77.87% 22.14% 100.00%

Note * Net land bank mentioned in financial statements at 31 December 2011 - 2013.

-

The company’s and subsidiaries’ net land held for development at the end of 2010-2013had value of Bt5,492.98million ,Bt5,052.01 million, Bt8,283.84 million and Bt6,118.97 million, respectively. The costs incorporated land costs, land development costs, construction costs, capitalized interest, less transferred to costs of sales, land transferred to settle debts under rehabilitation plan and allowance for loss on depreciation of land held for development. In 2011 -2013, the provision for possible depreciation of land bank stood at Bt112.20 million, Bt113.20 million and Bt.93.78 million, respectively.

Since 2011, the company has accumulated on new land plot to serve both low-rise and hand-rise development.

The company and subsidiaries will consider reverting land bank to book as project development cost only when the development starts - for example, when the land is being cleared or when development plan is plotted.

(See details in 56-1 “Asset for Business“) Advance payment for land purchase (Unit: Million Baht) 2013

Company - unconsolidated Subsidiaries Total *

486.92 173.21 660.13

2012

73.76% 26.24% 100.00%

260.51 119.31 379.82

2011

Company - unconsolidated Subsidiaries Total *

439.90 296.68 736.58

68.59% 31.41% 100.00% 2010

59.72% 40.28% 100.00%

348.55 206.09 554.64

62.84% 37.16% 100.00%

Note: * Cash and equivalents as appeared in consolidated financial statements as of 31 December 2011-2013.

Advance payment for land purchase is the deposit given to landlords or agents commissioned to accumulate land for the company. Once the land purchase was completed the deposit will be booked as the project development cost or in land bank category.

132

Advance payment of the company and subsidiaries as of 31 December 2013 totaled Bt660.13 million.

- Deposits to many landlords under land purchase contracts, signed jointly by landlords and agents, totaling Bt351.85 million: Bt253.10 million placed by the company and Bt98.75 million by subsidiaries.

- Advance payment to land-aggregation agents, with pending land purchase agreements, totaled Bt308.28 million: Bt223.82 million belonging to the Company (Bt20.7 million and Bt105.0 million paid to employees and executives who acted as agents, respectively), and Bt84.46 million belonging to subsidiaries. (An amount of Bt74.5 million belonged to original shareholders of a subsidiary.)

The combined value of signed land purchase contracts as of 31 December 2011-2013 totaled Bt2,974.4 million, Bt980.9 million, and Bt1,272.81 million, respectively.

Leasing rights (Unit: Million Baht) 2013

Company - unconsolidated Subsidiaries Total *

40.03 1,249.37 1,289.40

2012

3.10% 96.90% 100.00%

43.24 402.39 445.63

2011

Company - unconsolidated Subsidiaries Total *

46.46 120.61 167.07

9.70% 90.30% 100.00% 2010

27.81% 72.19% 100.00%

49.67 123.64 173.31

28.66% 71.34% 100.00%

Aggregate fee

Amount

* Leasing right as appeared in consolidated results as of 31 December of 2010-2013

Detail of lease rights Company

Counterparty Individual

Period Duration Leasing fee Lease registration date 23/7/1997 30 years 1/8/1996 - 1/8/2026 27.0 million

36.0 million

63.0 million

We Retail Public Company Limited

Counterparty

Duration

Leasing fee

Aggregate fee

Amount

10/10/2013 29/7/2013

30 years 27.5 million 30 years 1/6/2013 - 31/5/2043 9.5 million

113.7 million 23.8 million

141.2 million 33.3 million

26/7/2013

30 years 1/10/ 2014 - 31/8/2044 60.0 million

152.3 million

212.3 million

ANNUAL REPORT 2013 PROPERTY PERFECT

Crown Property Bureau Individual Estate Perfect Co.,Ltd.

Period Lease registration date

133

Centrepoint Shopping Mall Company Limited

Counterparty Individual A company

Period Duration Leasing fee Aggregate fee Amount Lease registration date 26 years 8/4/2010 8 months 8/4/ 2010-31/12/2036 129.0 million 249.6 million 378.6 million 12/7/2013 30 years 1/1/2015-31/12/2044 740.5 million 1,785.0 million 2,525.5 million

Mariya Stuff Company Limited

Counterparty Individual

Period Duration Leasing fee Aggregate fee Lease registration date 9/4/2013 30 years 9/4/2013-31/3/2043 200.0 million 258.6 million

Cash and Equivalents 801.77 433.45 1,235.22

2012

64.91% 35.09% 100.00%

547.64 412.62 960.26

2011

Company - unconsolidated Subsidiaries Total *

458.6 million

(Unit: Million Baht) 2013

Company - unconsolidated Subsidiaries Total *

Amount

851.73 283.07 1,134.80

57.03% 42.97% 100.00% 2010

75.06% 24.94% 100.00%

1,585.30 432.55 2,017.85

78.56% 21.44% 100.00%

Note: * Cash and equivalents as appeared in consolidated financial statements as of 31 December 2010-2013.

Land, building and equipment - net

(Unit: Million Baht) 2013

Company - unconsolidated Subsidiaries Total *

221.92 826.57 1,048.49

2012

21.17% 78.83% 100.00%

248.40 883.21 1,131.61

2011

Company - unconsolidated Subsidiaries Total *

271.32 93.55 364.87

21.95% 78.05% 100.00% 2010

74.36% 25.64% 100.00%

252.48 59.53 312.01

80.92% 19.08% 100.00%

Note: * Land, building and equipment-net as shown in the consolidated financial statements as of 31 December 2010-2013.

,Q 2FWREHU WKH &RPSDQ\ ERXJKW D KRWHO EXVLQHVV LQ -DSDQ ZKLFK RZQV ODQG EXLOGLQJ DQG HTXLSPHQW ZRUWK %W million.

134

ANNUAL REPORT 2013 PROPERTY PERFECT

°ÛãÒà åÚÒÛåà ÖÛ ĂŽĂ Ă ĂœĂ?Ă–ĂŽĂĄĂ’Ă ,Q ,QYHVWPHQWV ZRUWK %W PLOOLRQ LQ .UXQJWKHS /DQG 3XEOLF &RPSDQ\ /LPLWHG UHSUHVHQWHG D VWDNH LQ .UXQJWKHS /DQG 3OF DV RI 'HFHPEHU .UXQJWKHS /DQGtV SDLG XS FDSLWDO ZDV %W PLOOLRQ DQG WKH %RDUG RI 'LUHFWRUVt PHHWLQJ RQ -DQXDU\ DSSURYHG WKH FRPSDQ\ WR VXEVFULEH WR .UXQJWKHS /DQGtV FDSLWDO LQFUHDVHG shares at the par value of Bt10 each totaling Bt60 million to retain its shareholding ratio.

2Q -DQXDU\ .UXQJWKHS /DQGtV VKDUHKROGHUV DW WKH PHHWLQJ DSSURYHG D 7KH OLVWLQJ RI .UXQJWKHS /DQG RQ WKH 6WRFN ([FKDQJH RI 7KDLODQG b) The reduction of registered capital by Bt450 million from Bt2,230 million to Bt1,780 million, by cancelling 45 million unallocated shares (Bt10 par value) c) The split of par value from Bt10 to Bt1, which boosts the number of shares from 178 million to 1,780 million. d) The increase in registered capital by Bt620 million from Bt1,780 million to Bt2,400 million, through the issuance of 620 million shares at Bt1 par value. Of total, Bt500 million shares are reserved for the initial public offering and no more than 120 million shares for the offering to directors, executives and employees. Any share left over from the allocation to directors, executives and employees will be included in the portion reserved for the initial public offering.

Under the equity method, the company booked Bt24.98million, Bt27.80 million and Bt59.76 million,as profits from subsidiaries in the consolidated financial statements for years 2011-2013, respectively. Investment in joint ventures, under the equity method, totaled Bt495.13 million, Bt522.93 million and Bt582.72 during the years 2011-2013, respectively.

Other guarantee obligations The company guaranteed financial institutions’ loans to subsidiaries worth totally Bt12,133.8million: Bt3,944.7million to Estate Perfect Company Limited; Bt5,819.7 million to Bright Development Bangkok Company Limited; Bt2,026.8 million to Residence Number Nine Company Limited , Bt119.6million to Chiangmai development Company Limited and Bt223.0million WR :H 5HWDLO SXEOLF &RPSDQ\ /LPLWHG 7KH FRPSDQ\ LV QRW \HW REOLJDWHG WR VKRZ UHVSRQVLELOLW\ IRU WKH JXDUDQWHHV DV WKH subsidiaries are still honoring their debts. w $VVHW TXDOLW\ Trade debtors and other debtors Real Estate Business The company and subsidiaries have policy to realize revenue from sales of land and houses, land, and condominium units only when ownership rights are transferred to buyers. Thus, the company and subsidiaries record down payment and installments as liabilities in the item of deposits and clients’ advance payment. The overdue installments are booked in the item of trade debtors.

In 31 December 2013, consolidated trade receivables totaled Bt12.05million and consolidated allowance for doubtful debts for debtors who unpaid for over 12 months worth Bt9.84 million. The Company also set aside full provisions against loans more than 12 months overdue, which brought down the net consolidated trade receivables to Bt0.20million of total assets.

The consolidated trade receivables totaled Bt11.85 million or 0.04% of total assets.

For clients who fail to pay the debts for 6 months or longer, the company has contacted them to honor their obligations and some cases have been brought to court. The company believes that the allowance for doubtful debts is sufficient under the present circumstance.

135

Hotel business )ROORZLQJ WKH SXUFKDVH RI D KRWHO EXVLQHVV LQ -DSDQ GDWHG 2FWREHU WUDGH UHFHLYDEOHV DV RI 'HFHPEHU totaled Bt122.43 million. Of this, receivables worth Bt0.60 million were over 3 months overdue. The rest was overdue by no more than 3 months. w 8QSDLG DPRXQW RQ ODQG WUDQVDFWLRQV The company is yet to receive Bt27.55 million from the sale of a land plot worth Bt77.55 million. The debtor signed a cheque dated 2 August 2013, only to change the date to 16 September 2013 and again to 12 November 2013. The debtor eventually asked to delay the payment to 27 December 2013. On 25 February 2014, the debtor paid Bt2.55 million and asked for a delay in the payment of the remaining Bt25.0 million to 27 May 2014. The company still believes that the debtor will pay the debt on the scheduled date.

A subsidiary is yet to receive the payment of Bt173.1 million from selling a land plot worth Bt213.1 million. The debtor issued 2 promissory notes: one to come due on 15 November 2013 is worth Bt120 million and the other due 15 December 2013 worth Bt53.1 million. The debtor rescheduled the payment and issued 3 notes: one worth Bt50 million due on -XO\ DQRWKHU ZRUWK %W PLOOLRQ GXH RQ -XO\ DQG WKH RWKHU ZRUWK %W PLOOLRQ GXH RQ 'HFHPEHU 2014. The debtor also paid Bt3.1 million in cash on 26 February 2014. The company believes that the debtor will honor the obligation on the scheduled date. w /LTXLGLW\ Statements of cash flow between 2011 and 2013 were as follows : (Unit: Million Baht) Item

Cash flow from operating activities Cash flow from investment activities Cash flow from financing activities Lower difference on financial statement translation Net cash flow increase (decrease)

2013

(1,032.15) (1,578.58) 2,877.29 8.40 274.96

2012

383.29 (3,919.13) 3,353.61.

7.70 (174.54)

2011

(103.06) (2,142.21) 1,362.21 (883.05)

Cash flow from operating activities In 2011, the Company showed negative cash flow from operating activities, at Bt103.06 million, due to the launch of new projects by the Company and subsidiaries which included the i-Condo condominium brand and Uniloft rental dormitory brand. In the year, transfers contracted in the fourth quarter due to flood disaster. In 2012, the cash flow SRVLWLRQ UHWXUQHG SRVLWLYH DW %W PLOOLRQ SDUWO\ GXH WR WKH SRVW IORRG UHFRYHU\ :KLOH UHYHQXH LQFUHDVHG ODERU shortage resulted in a delay in construction which lowered cash payments as well as inventory. In 2013, the consolidated cash flow from operating activities were in the negative territory, at Bt1,032.15 million, due to the launch of more development projects as well as the construction of 5 more condominium projects as well as the development of a shopping mall. Moreover, the company also purchased houses from Property Perfect Fund worth Bt505 million in the first quarter of 2013. The houses will be sold later.

136

ANNUAL REPORT 2013 PROPERTY PERFECT

Cash flow from investing activities Cash flow from investment activities has been in the negative area, totaling Bt2,142.21 million, Bt3,919.31 million and Bt1,578.58 million during 2011-2013, respectively. Due to the company’s land bank purchases to prepare for the company’s projects. Details as follow: In 2011, as part of investment activities, advance payments were made for new land plots totaling Bt2,077.66 million, aside from Bt16.49 million deposit which contains guarantee obligation, and Bt88.97 million payment for land, building and equipment.

In 2012, investing activities covered the advance payments for new land as well as leasing rights worth totally Bt3,298.09 million; net cash payments on overseas investment worth Bt408.47 million; and payments for building and equipment worth Bt185.89 million.

In 2013, advance payment was made for land plots as well as lease rights worth totally Bt800.11 million. The company also paid Bt349.7 million in net cash for the investment in a subsidiary (the 100% stake in Mariya Stuff Public Company Limited, which holds the 30-year lease right for a land plot in Soi Ramintra 69, Bangkok.) Guarantee-linked deposits rose by Bt244.86 million while long-term investment advanced by Bt55.71 million as well as buildings and equipment rose by Bt129.02 million.

Cash flow from financing activities Cash flow from financing activities in 2011-2013, In 2011 cash flow from financing activities were boosted by a Bt1,694.13 million long-term loan, while the net increase in bill of exchange and promissory note topped Bt728 million. An amount of Bt800 million was spent to redeem debentures, while dividend payment in the year reached Bt259.92 million.

In 2012, cash flow from financing activities totaled Bt3,353.61 million, covering the net increase in debentures by Bt3,881.26 million, net loan increase by Bt1,029.11 million, and Bt787.73 million capital increase. The Company also HDUQHG %W PLOOLRQ IURP WKH H[HUFLVH RI ZDUUDQWV 3) : LQWR PLOOLRQ VKDUHV DW WKH SULFH RI %W DSLHFH DV ZHOO DV %W PLOOLRQ IURP WKH H[HUFLVH RI ZDUUDQWV 3) : LQWR PLOOLRQ VKDUHV DW WKH SULFH RI %W DSLHFH The net value of B/Es and P/Ns dropped by Bt2,253.94 million. Dividend payment totaled Bt189.05 million.

In 2013, cash flow from financing activities totaled Bt2,877.29 million: Bt141.88 million from the issuance of new shares IRU WKH FRQYHUVLRQ RI ZDUUDQWV 3) : %W PLOOLRQ LQYHVWPHQW LQ VXEVLGLDULHV E\ QRQ FRQWUROOLQJ LQWHUHVWV %W million net increase in borrowing; Bt1,500 million in net increase in debentures; Bt46.57 million net decrease in promissory notes; and Bt187.53 million in dividend payment.

Dividend payment The company has paid dividends as follows: - For the 2009 performance, shareholders received Bt0.25 per share, totaling Bt196.90 million, as of 27 May 2010.

- For the 2010 performance, shareholders received Bt0.33 per share, totaling Bt259.92 million, as of 27 May 2011.

- For the 2011 performance, shareholders received Bt0.04 per share, totaling Bt189.05 million, as of 25 May 2012.

- For the 2012 performance, shareholders received Bt0.0033 per share, totaling Bt187.53 million, as of 25 May 2013.

137

ÂşĂœĂ˘Ă&#x;Ă?Ă’ ĂœĂ“ ­âÛÑà w /LDELOLWLHV As of 31 December 2013, consolidated liabilities reached Bt22,021.72 million (Bt16,653.68 million belonging to the company and Bt5,368.03 million to subsidiaries), up Bt4,476.73 million from 31 December 2012. Major changes are as follows; - Net increase in debentures of Bt1,454.85 million, loans Bt1,547.22 million, trade receivables and others Bt1,179.49 million. Unpaid leasing fee totaled Bt245.36 million. The rent guarantee is estimated at Bt42.17 million, while down payment and advance payment from customers reached Bt35.84 million.

- Minus Bt36.57 million P/N redemption.

The consolidated debt structure as of 31 December 2013 consisted of debentures, 51.08% of total; long-term loans, 30.02%; bill of exchange, 12.34%, promissory notes, 2.33%. and Unpaid leasing fee 1.30%. Details are as follows; w 'HEHQWXUHV As of 31 December 2013, outstanding secured debentures, of which principal is to be paid in full on maturity date, totaled Bt11,300 million (Bt11,248.07 million net, inclusive of advance insurance fee ). All debentures were issued by the company to finance land purchase, increase working capital and repay loans. Details of the debentures are as follows; Secured/unsecured debentures issued by Property Perfect Public Company Limited Value (Million Baht)

138

Issue Date

Maturity Date

Condition

Partially collateralized debentures#

Bt 500 million, interest 5.35% per annum, payable every 3 months

499.226

15 Mar. 2012 15 Mar. 2014 - The ratio of total loans1 to shareholders’ equity must not exceed 2:1

Partially collateralized debentures#

Bt2,000 million, interest 5.35% per annum in first two years and 6.325% in the third year, payable every 3 months

1,992.050

15 Mar. 2012 15 Mar. 2015 - The ratio of total loans1 to shareholders’ equity must not exceed 2:1

Partially collateralized debentures# 2/2012 Bt3,000 million, interest 5.45% per annum payable every 3 months

2,956.796

9 Nov.2012

9 Nov.2013 - The ratio of total loans1 to shareholders’ equity must not exceed 2:1

Value (Million Baht)

Issue Date

Maturity Date

Condition

8QVHFXUHG VKRUW WHUP ERQGV

Bt800 million, interest 4.60% per annum, payable on redemption

800.000

19 Apr. 2013 -DQ - The ratio of total loans1 to shareholders’ equity must not exceed 2:1

8QVHFXUHG VKRUW WHUP ERQGV

Bt1,000 million, interest 4.60% per annum, payable on redemption

1,000.000

8 May 2013

8QVHFXUHG 'HEHQWXUHV Bt2,000 million, interest 6.05% per annum, payable every 3 months

2,000.000

-XQ -XQ - The ratio of total loans1 to shareholders’ equity must not exceed 2:1

Short-term unsecured debentures# 1/2013, Bt2,000 million, interest 4.7% per annum, payable on redemption

2,000.000

8 Nov. 2013

Total

2 Feb. 2014 - The ratio of total loans1 to shareholders’ equity must not exceed 2:1

5 Aug.2014 - The ratio of total loans1 to shareholders’ equity must not exceed 2:1

11,248.072

In 2013, the Company redeemed debentures at maturity: - Partially collateralized debentures#1/2010,(1)., Bt1,500 million, issued on 26 February 2010 and mature on 26 February 2013 - Unsecured short-term bonds #1/2012(1), Bt800 million, issued on 9 August 2012 and mature on 5 April 2013.

- Unsecured short-term bonds #1/2012(2), Bt1,000 million, issued on 9 August 2012 and mature on 6 May 2013.

ANNUAL REPORT 2013 PROPERTY PERFECT

Note 1 “Total loans� refer to all interest-bearing or discounted liabilities appearing in the consolidated statement. This include financial obligations to be incurred by the issuer’s guarantee and similar obligations to individuals or juristic entities which do not appear in the consolidated financial statements but appear in the Note. This excludes obligations related to the obtaining of financial institutions’ letter of guarantee for land or infrastructure development or related activities. “Total loans� are minus cash and equivalents as shown in the consolidated financial statements, including deposits placed as collaterals with any party. For clarity on this, the “total loans� exclude trade receivables, advance income or loans which bear no interest cost.

139

-

Secured debentures #3/2010 Bt1,000 million, issued on 18 November 2012 and mature on 18 November 2013.

Unsecured short-term bonds #1/2013, Bt1,200 million, issued on 28 February 2013 and mature on 25 November 2013.

As same period, the company launched Unsecured Debentures with interest 4.60% per annum, details are as follows: a) Short-term unsecured debentures - Debentures worth Bt1,200 million were issued on 28 February 2013. To mature on 25 November 2013, they carry the coupon rate of 4.70% per annum.

'HEHQWXUHV ZRUWK %W PLOOLRQ ZHUH LVVXHG RQ $SULO 7R PDWXUH RQ -DQXDU\ WKH\ carry the coupon rate of 4.60% per annum.

- Debentures worth Bt1,000 million were issued on 8 May 2013. To mature on 2 February 2014, they carry the coupon rate of 4.60% per annum.

- Debentures worth Bt2,000 million were issued on 8 November 2013. To mature on 5 August 2014, they carry the coupon rate of 4.70% per annum. b) 2-year 6.05% debentures 'HEHQWXUHV ZRUWK %W PLOOLRQ ZHUH LVVXHG RQ -XQH 7KH\ ZLOO PDWXUH RQ -XQH

Long-term loans As of 31 December 2013, outstanding long-term loans totaled Bt6,611.88 million: Bt3,742.48 million belonging to the company and Bt2,869.40 million to subsidiaries. The loans are used to finance property project development. Details are as follows; Unit (Million Baht)

31 December 2013 Company Subsidiaries

Long-term loans Minus - amount due within 1 year Long-term loans (Net) Unit (Million Baht)

3,742.48 331.23 3,411.25

Total Company Subsidiaries

31 December 2011

2,399.90 223.14 2,176.76

Total

2,869.40 6,611.88 2,713.99 2,443.04 5,157.03 415.94 747.17 368.12 193.92 562.04 2,453.46 5,864.71 2,345.87 2,249.12 4,594.99

Company Subsidiaries

Long-term loans Minus - amount due within 1 year Long-term loans (Net)

31 December 2012

31 December 2010 Total Company Subsidiaries

1,728.02 4,127.92 413.98 637.12 1,314.04 3,490.80

Total

815.86 1,617.93 2,433.79 815.86 1,617.93 2,433.79

In addition, the company guaranteed loans extended by financial institutions to subsidiaries with a combined amount of Bt12,133.8 million.

140

Promissory notes - As of 31 December 2013, Of Bt512.49 million outstanding P/Ns, Bt187.80 million belonged to the Company and Bt324.69 million to subsidiaries. The interest rate is based on the minimum overdraft rate (MOR). They will mature in May and -XQH 7KH 3 1V DUH EDFNHG E\ WKH JURXStV ODQG DQG EXLOGLQJV 8QSDLG OHDVLQJ IHHV 1) A subsidiary issued 3 aval promissory notes (guaranteed by fixed deposits), worth Bt10 million each, to pay for leasing rights. The maturity of each laps 1 year.

2) A subsidiary issued an aval promissory note (guaranteed by fixed deposits), worth Bt255.368 million, to pay for OHDVLQJ ULJKWV 7KH QRWH ZLOO FRPH GXH LQ -XO\ w 6KDUHKROGHUVt HTXLW\ $V RI 'HFHPEHU > -DQXDU\ $GMXVWHG @ The consolidated shareholders’ equity as of 31 December 2011 (adjusted) totaled Bt7,691.49 million, an increase of Bt301.80 million from Bt7,389.69 million. The adjustment followed the adoption of the 12th accounting standard on LQFRPH WD[ RQ -DQXDU\ 'XH WR WKH DFFRXQWLQJ FKDQJH WKH UHWDLQHG HDUQLQJV URVH E\ %W PLOOLRQ ZKLOH the revaluation deficit on investments went up by Bt1.46 million. (Detail in the table below) As of 31 December 2012 (adjusted) The consolidated shareholders’ equity as of 31 December 2012 totaled Bt8,630.64 million, an increase of Bt939.15 million IURP 'HFHPEHU 7KLV UHVXOWHG PDLQO\ IURP WKH FDSLWDO LQFUHDVH E\ %W PLOOLRQ WKH H[HUFLVH RI ZDUUDQWV 3) :

IRU PLOOLRQ VKDUHV DW WKH SULFH RI %W DSLHFH RU D WRWDO RI %W PLOOLRQ WKH H[HUFLVH RI ZDUUDQWV 3) : IRU 73.93 million shares at the price of Bt1 apiece of a total of Bt73.93 million; the 2012 net profit of Bt202.72 million; the difference of financial adjustment worth Bt17.31 million; the increase in investment by non-controlling interests in subsidiaries worth Bt24.48 million; and an increase of Bt18.32 million of the equity of subsidiaries’ non-controlling interests; minus Bt189.06 million dividend payment. (Detail in the table below) As of 31 December 2013 The consolidated shareholders’ equity as of 31 December 2013 totaled Bt8,646.38 million, an increase of Bt15.74 million IURP WKH DGMXVWHG VWDWHPHQW DV RI 'HFHPEHU 7KLV UHVXOWHG PDLQO\ IURP WKH FRQYHUVLRQ RI ZDUUDQWV 3) : IRU 141.88 million shares at the price of Bt1 apiece of a total of Bt141.88 million; the 2013 net profit of Bt41.42 million; and additional investment of Bt14.65 million in subsidiaries by non-controlling interests; minus the dividend payment worth Bt187.52 million.

ANNUAL REPORT 2013 PROPERTY PERFECT

141

Shareholders’ equity structure Unit: Bt Million

Paid-up capital Share loss Retained earnings appropriated as legal reserve Unappropriated retained earnings Revaluation surplus (deficit) from investments Differential on subsidiaries' share swap Share loss from adjustment in subsidiaries' investment Currency conversion differential Shareholders' equity of non-controlling interests in subsidiaries Consolidated shareholders' equity

31 Dec. 2013

31 Dec. 2012

31 Dec. 2011

5,782.93 (73.52) 241.60 2,721.74 (2.50) (46.09) (10.87) 15.80 17.29 8,646.38

5,641.05 (73.52) 241.60 2,826.33 (2.22) (46.09) (8.78) 17.31 34.95 8,630.64

4,726.46 (20.69) 223.10 2,776.04 (5.83) (46.09) (5.86) 44.36 7,691.49

:DUUDQWV 3) :

,Q D QXPEHU RI ZDUUDQWV 3) : ZHUH H[HUFLVHG IRU VKDUHV DW WKH SULFH RI %W DSLHFH or a total of Bt88,390. The warrants were issued to unsecured creditors. Each can be exercised for 6 shares, at the price of Bt0.00167 apiece. The exercise is scheduled for the last day of the second and fourth quarters during the 10-year period, starting from the fourth quarter of 2002. The remaining 30,089 warrants were expired on 6 November 2012. :DUUDQWV 3) :

,Q -XO\ WKH &RPSDQ\ LVVXHG IUHH ZDUUDQWV 3) : WR H[LVWLQJ VKDUHKROGHUV ZKR VXEVFULEHG IRU FDSLWDO LQFUHDVH shares, at the ratio of 1 warrant for two new shares. Total 393,865,295 warrants were issued with the 1:1 exercise ratio at the price of Bt1 per share. The warrants can be exercised on the last day of every quarter throughout the 3-year period, starting from the issuance date.

In September, 73,932,601 warrants were exercised and 319,932,694 warrants are remaining.

No warrant was exercised in December 2012. ,Q 0DUFK ZDUUDQWV ZHUH H[HUFLVHG DQG XQLWV ZHUH H[HUFLVHG LQ -XQH $V RI 'HFHPEHU WKH RXWVWDQGLQJ QXPEHU RI ZDUUDQWV 3) : VWRRG DW XQLWV w 'HEW WR HTXLW\ UDWLR The debt to equity ratio in 2011 stood at 1.82 times, before rising to 2.03 times and 2.55 times in 2012 and 2013, respectively, due to additional investment in land bank, leasing rights and property development activities as well as the LQYHVWPHQW LQ D KRWHO EXVLQHVV LQ -DSDQ LQ WKH IRXUWK TXDUWHU RI DQG WKH GHYHORSPHQW RI D VKRSSLQJ PDOO LQ 7KH ratios in 2011 and 2012 were adjusted accordingly to the new accounting standard, following the adoption of the 12th DFFRXQWLQJ VWDQGDUG RQ LQFRPH WD[ RQ -DQXDU\ 7KH ILQDQFLDO VWDWHPHQWV ZHUH DGMXVWHG UHWURDFWLYHO\ IRU D comparison purpose.)

142

Factors of incidents which may pose significant impacts on financial status or operations The economic volatility driven by global economic conditions as well as political instability at home are main factors which can significantly affect the operations and financial status. The two factors influence consumer confidence and homebuyers’ decision-making process. However, if the global economy shows a more solid sign of recovery, this should buoy the domestic economy. Meanwhile, if the political turbulence eases, consumer confidence should be restored.

On demand, new transport investment projects - covering mass transit routes, roads, expressways and river-crossing bridges as well as preparation for the Asean Economic Community - should help boost property demand in nearby business and residential areas. The transport linkage with neighboring countries will also give a boost to provincial demand. However, such infrastructure investment could be delayed due to political turbulence.

On supply, the downward interest trend should benefit customers waiting for financial institutions’ approval on mortgage applications as well as property developers who will enjoy a lower cost of fund. However, commercial banks have tightened the lending criteria in light of high household debt, to keep a lid on non-performing loans from property-related loans.

Factors which could influence housing prices range from the speedy rise in land prices, construction materials and minimum wage as well as labor shortage. In the short term, these may delay the construction works and delivery, which would hurt property developers. Meanwhile, these may encourage buyers to wait and hurt the affordability of a certain group of buyers. This will also slow down new project launches and reduce competition in the industry, which will in turn encourage some buyers - convinced of further hikes in prices - to act.

The company has consistently researched and analyzed the condition of factors which could affect the operations and financial status. The company is also prepared to thoroughly and appropriately cope with the challenges related to consumer demand and purchasing power, as well as competition in the industry. The operating process has been improved, to achieve higher efficiency and reduce risks in various areas. For example, there is a system to monitor sale activities and construction works, to maintain the volume of completely-built units or inventory at the level that will comfortably facilitate the marketing strategies. Regarding the production cost, under consistent improvement the company has increased the volume of precast construction works and managed the supply chain to reduce the construction period. Main construction materials like steel and cement are supplied directly by manufacturers, which helps reduce price volatility.

ANNUAL REPORT 2013 PROPERTY PERFECT

143

Independent Auditor’s Report To the Shareholders of Property Perfect Public Company Limited I have audited the accompanying consolidated financial statements of Property Perfect Public Company Limited and its subsidiaries, which comprise the consolidated statement of financial position as at 31 December 2013, and the related consolidated statements of comprehensive income, changes in shareholders’ equity and cash flows for the year then ended, and a summary of significant accounting policies and other explanatory information, and have also audited the separate financial statements of Property Perfect Public Company Limited for the same period.

Management’s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with Thai Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility My responsibility is to express an opinion on these financial statements based on my audit. I conducted my audit in accordance with Thai Standards on Auditing. Those standards require that I comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

I believe that the audit evidence I have obtained is sufficient and appropriate to provide a basis for my audit opinion.

Opinion In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Property Perfect Public Company Limited and its subsidiaries and of Property Perfect Public Company Limited as at 31 December 2013, and their financial performance and cash flows for the year then ended, in accordance with Thai Financial Reporting Standards.

Emphasis of matter I draw attention to Note 4 to the financial statements regarding the change in accounting policy due to the adoption of Thai Accounting Standard 12 Income Taxes. The Company has restated the consolidated and separate financial statements for the year ended 31 December 2012, presented herein as comparative information, to reflect the adjustments resulting from such change. The Company has also presented the consolidated and separate statements of financial position as at 1 January 2012 as comparative information, using the newly adopted accounting policy for income taxes. My opinion is not qualified in respect of this matter.

Supachai Phanyawattano Certified Public Accountant (Thailand) No.3930 EY Office Limited (Formerly known as Ernst & Young Office Limited) Bangkok: 27 February 2014

144

Statement of Financial Position Property Perfect Public Company Limited and its subsidiaries As at 31 December 2013 Consolidated financial statements As at As at As at 31 December 31 December 1 January 2013 2012 2012 Note (Restated)

9 10 11 12 13 8

1,235,219,985 960,262,043 1,134,799,368 801,773,577 547,643,468 851,725,365 199,083,480 145,206,328 20,656,592 99,941,730 74,587,375 86,531,346 200,664,000 15,478,938 46,436,938 27,550,000 15,478,938 46,436,938 34,316,076 31,581,748 16,926,782,478 13,353,645,202 12,932,483,418 9,015,072,707 6,852,498,145 8,367,058,790 14,470,256

14,546,157

18,117,218

14,465,256

14,537,627

17,518,704

302,893,884 58,995,231 45,836,553 143,667,294 44,563,796 37,349,061 93,669,983 142,646,588 63,964,980 22,725,252 43,627,292 37,214,674 19,007,100,142 14,722,362,235 14,262,295,067 10,125,195,816 7,592,936,641 9,443,834,878 8 14 15 16 17 18 19 20 21 33

311,251,845 66,395,657 100,000,000 100,000,000 582,717,823 522,931,889 110,921,940 55,557,480 6,062,239,040 8,283,843,179 660,127,348 379,815,318 967,144,633 1,048,494,432 1,131,609,766 1,289,401,269 445,633,939 332,132,912 317,401,765 196,570,784 150,066,958 11,661,002,026 11,453,255,951 30,668,102,168 26,175,618,186

34,982,088 25,486,760 25,987,569 - 3,456,304,620 3,260,371,778 100,000,000 100,000,000 100,000,000 - 4,204,045,726 3,152,442,193 495,128,627 359,999,240 359,999,240 51,038,480 110,921,940 55,557,480 5,052,013,687 5,058,189,792 6,428,473,069 736,576,762 486,916,375 260,509,016 364,873,879 221,924,422 248,395,778 167,069,743 40,028,676 43,239,771 301,796,197 196,370,828 164,490,270 100,038,694 110,779,469 41,528,847 7,403,518,157 14,370,967,848 14,140,995,011 21,665,813,224 24,496,163,664 21,733,931,652

34,982,088 1,801,123,102 100,000,000 2,702,032,399 359,999,240 51,038,480 3,307,183,526 439,895,448 271,323,666 46,459,663 171,266,072 42,483,515 9,327,787,199 18,771,622,077

ANNUAL REPORT 2013 PROPERTY PERFECT

Assets Current assets Cash and cash equivalents Trade and other receivables Accounts receivable - land Accounts receivable - land Project development costs Advances to contractor - related party Advances to contractors - unrelated parties Other current assets Total current assets Non-current assets Restricted deposits Loans to related parties Retention per agreement Investments in subsidiaries Investment in associate Other long-term investments Land held for development Advances for purchases of land Investment properties Property, plant and equipment Leasehold rights Deferred tax assets Other non-current assets Total non-current assets Total assets

(Unit: Baht) Separate financial statements As at As at As at 31 December 31 December 1 January 2013 2012 2012 (Restated)

The accompanying notes are an integral part of the financial statements.

145

Statement of Financial Position (continued) Property Perfect Public Company Limited and its subsidiaries As at 31 December 2013 Consolidated financial statements As at As at As at 31 December 31 December 1 January 2013 2012 2012 Note (Restated)

Liabilities and shareholders’ equity Current liabilities Trade and other payables 22 Current portion of leasehold rights payable 23 Notes payable 24 Bills of exchange payable Short-term loan from related party 8 Current portion of debentures 25 Current portion of long-term loans 26 Deposits and cash received in advance Income tax payable Short-term provisions 28 Other current liabilities Total current liabilities Non-current liabilities Leasehold rights payable, net of current portion 23 Debentures, net of current portion 25 Long-term loans, net of current portion 26 Provision for long-term employee benefits 27 Long-term provision 28 Other non-current liabilities Total non-current liabilities Total liabilities

2,664,597,383 1,536,962,927

929,794,991 1,136,815,745

746,628,635

589,416,152

265,368,000 10,000,000 512,490,000 549,060,000 800,000,000 187,800,000 333,420,000 800,000,000 - 2,003,000,000 - 2,003,000,000 - 75,000,000 4,299,226,296 4,298,302,318 3,300,000,000 4,299,226,296 4,298,302,318 3,300,000,000 747,169,126 562,036,434 637,121,107 331,229,073 368,122,615 223,140,265 340,958,913 305,117,100 168,946,207 85,568,239 48,920,078 70,639,583 11,819,643 28,158,885 22,299,221 - 24,898,653 3,538,865 18,457,232 - 10,906,710 18,457,232 - 10,906,710 152,459,037 98,368,947 48,624,302 32,532,065 40,158,623 33,023,942 9,012,545,630 7,388,006,611 7,920,692,538 6,166,628,650 5,860,450,922 7,033,665,517 20,000,000 30,000,000 6,948,846,146 5,402,553,013 2,487,911,686 6,948,846,146 5,402,553,013 2,487,911,686 5,864,709,746 4,594,991,519 3,490,795,708 3,411,254,733 2,345,870,689 2,176,757,288 93,677,838 65,634,096 24,263,062 60,512,643 37,707,004 19,138,150 23,708,647 - 23,708,647 58,229,039 63,797,200 50,664,144 42,733,460 45,609,473 48,516,144 13,009,171,416 10,156,975,828 6,053,634,600 10,487,055,629 7,831,740,179 4,732,323,268 22,021,717,046 17,544,982,439 13,974,327,138 16,653,684,279 13,692,191,101 11,765,988,785

The accompanying notes are an integral part of the financial statements.

146

(Unit: Baht) Separate financial statements As at As at As at 31 December 31 December 1 January 2013 2012 2012 (Restated)

Statement of Financial Position (continued) Property Perfect Public Company Limited and its subsidiaries As at 31 December 2013 Consolidated financial statements As at As at As at 31 December 31 December 1 January 2013 2012 2012 Note (Restated)

Shareholders’ equity Share capital 29 Registered 5,961,161,256 ordinary shares of Baht 1 each Issued and fully paid 5,782,930,655 ordinary shares (31 December 2012: 5,641,047,963 ordinary shares) (1 January 2012: 4,726,456,320 ordinary shares) of Baht 1 each Share discount 29 Retained earnings Appropriated - statutory reserve 31 Unappropriated Other components of shareholders’ equity Equity attributable to owners of the Company Non-controlling interests of the subsidiaries Total shareholders’ equity Total liabilities and shareholders’ equity

(Unit: Baht) Separate financial statements As at As at As at 31 December 31 December 1 January 2013 2012 2012 (Restated)

5,961,161,256 5,961,161,256 5,961,161,256 5,961,161,256 5,961,161,256 5,961,161,256

5,782,930,655 5,641,047,963 4,726,456,320 5,782,930,655 5,641,047,963 4,726,456,320 (73,524,495) (73,524,495) (20,684,563) (73,524,495) (73,524,495) (20,684,563) 241,600,000 241,600,000 223,100,000 241,600,000 241,600,000 223,100,000 2,721,746,279 2,826,339,757 2,776,039,740 1,893,969,209 2,234,835,475 2,082,595,127 (43,656,136) (39,778,994) (57,781,735) (2,495,984) (2,218,392) (5,833,592) 8,629,096,303 8,595,684,231 7,647,129,762 7,842,479,385 8,041,740,551 7,005,633,292 17,288,819 34,951,516 44,356,324 8,646,385,122 8,630,635,747 7,691,486,086 7,842,479,385 8,041,740,551 7,005,633,292 30,668,102,168 26,175,618,186 21,665,813,224 24,496,163,664 21,733,931,652 18,771,622,077

ANNUAL REPORT 2013 PROPERTY PERFECT

The accompanying notes are an integral part of the financial statements.

147

Statement of Comprehensive Income Property Perfect Public Company Limited and its subsidiaries For the year ended 31 December 2013 Note

Revenues Revenues from sales of land and houses Revenues from sales of residential condominium units Revenues from sales of land Revenues from hotel operations Other income Interest income Revenues from forfeiture of down payments Gain on a bargain purchase 14 Others Total revenues Expenses Cost of sales of land and houses Cost of sales of residential condominium units Cost of sale of land Cost of hotel operations Selling expenses Administrative expenses Loss arising from rental guarantee 28 Loss on exchange Total expenses Profit before share of income from investment in associate, finance cost and income tax Share of income from investment in associate 15 Profit before finance cost and income tax Finance cost Profit (loss) before income tax Income tax 33 Profit (loss) for the year Other comprehensive income: Exchange differences on translation of financial statements in foreign currency Gain (loss) on changes in value of available-for-sale investments Other comprehensive income for the year Total comprehensive income for the year

Consolidated financial statements 2013 2012 (Restated)

6,836,468,926 2,626,443,167 529,504,438 1,018,433,241

7,489,487,517 1,180,639,172 147,862,988 275,660,442

4,407,380,650 334,661,989 324,867,671 -

5,509,032,871 574,347,519 147,862,987 -

19,162,542 7,058,193 191,702,755 11,228,773,262

11,192,421 8,931,502 37,010,294 118,935,739 9,269,720,075

183,945,031 3,372,007 112,259,923 5,366,487,271

143,484,475 4,749,713 76,418,882 6,455,896,447

4,557,149,279 1,915,269,133 256,568,115 636,213,112 1,183,593,853 1,875,630,760 45,305,879 13,487,180 10,483,217,311

4,748,080,260 778,020,729 102,920,272 191,351,316 1,088,277,852 1,451,236,682 94,687,967 8,454,575,078

2,896,710,525 212,986,471 142,064,886 630,001,007 978,865,950 45,305,879 4,905,934,718

3,375,257,224 351,611,981 102,920,272 694,765,698 948,768,866 5,473,324,041

745,555,951 59,785,935 805,341,886 (706,363,234) 98,978,652 (57,557,972) 41,420,680

815,144,997 27,803,262 842,948,259 (527,320,230) 315,628,029 (112,904,250) 202,723,779

460,552,553 460,552,553 (645,888,290) (185,335,737) 31,991,998 (153,343,739)

982,572,406 982,572,406 (506,464,066) 476,108,340 (116,313,387) 359,794,953

5,594,001

-

-

-

(2,330,962) 3,263,039 44,683,719

3,615,200 3,615,200 206,338,979

(2,330,962) (2,330,962) (155,674,701)

3,615,200 3,615,200 363,410,153

The accompanying notes are an integral part of the financial statements.

148

(Unit: Baht) Separate financial statements 2013 2012 (Restated)

Statement of Comprehensive Income (continued) Property Perfect Public Company Limited and its subsidiaries For the year ended 31 December 2013 Note

Profit (loss) attributable to: Equity holders of the Company Non-controlling interests of the subsidiaries Total comprehensive income attributable to: Equity holders of the Company Non-controlling interests of the subsidiaries Earnings per share 34 Basic earnings per share Profit (loss) attributable to equity holders of the Company Diluted earnings per share Profit attributable to equity holders of the Company

Consolidated financial statements 2013 2012 (Restated)

(Unit: Baht) Separate financial statements 2013 2012 (Restated)

82,929,049 257,854,622 (153,343,739) 359,794,953 (41,508,369) (55,130,843) 41,420,680 202,723,779 79,094,626 261,469,822 (155,674,701) 363,410,153 (34,410,907) (55,130,843) 44,683,719 206,338,979 0.01449

0.05000

0.01427

0.04944

0.06976 0.06898

ANNUAL REPORT 2013 PROPERTY PERFECT

The accompanying notes are an integral part of the financial statements.

(0.02679)

149

150

The accompanying notes are an integral part of the financial statements.

Balance as at 31 December 2011 - as previously reported 4,726,456,320 (20,684,563) 223,100,000 2,475,701,940 Cumulative effect of change in accounting policy for deferred tax (Note 4) 300,337,800 Balance as at 31 December 2011 - as restated 4,726,456,320 (20,684,563) 223,100,000 2,776,039,740 Increase in ordinary shares (Note 29) 787,730,720 Increase in ordinary shares as a result of warrant exercised (Note 29) 126,860,923 (52,839,932) Effect from the change in ownership interests in subsidiary Increase in non-controlling interests as at result of purchase of subsidiary Increase in exchange differences on translation of financial statements in foreign currency as a result of purchase of subsidiaries (restated) Dividend paid (Note 37) (189,054,605) Total comprehensive income for the year (restated) 257,854,622 Unappropriated retained earnings transferred to statutory reserve 18,500,000 (18,500,000) Balance as at 31 December 2012 - as restated 5,641,047,963 (73,524,495) 241,600,000 2,826,339,757

Issued and fully paid Share share capital discount

17,308,425 17,308,425

(7,291,990) 1,458,398 (5,833,592) 3,615,200 (2,218,392)

(46,091,945)

-

-

-

-

-

-

(46,091,945) -

-

(46,091,945)

Total equity Equity Total shareattributable attributable holders’ to nonequity to owners controlling of the Company interests of the subsidiaries

1,458,398 301,796,198

-

301,796,198

-

(2,920,884)

74,020,991

-

-

3,615,200 261,469,822

17,308,425 17,308,425 (189,054,605)

-

(2,920,884)

-

17,308,425 (189,054,605)

18,320,647

24,484,504

74,020,991

-

-

(55,130,843) 206,338,979

-

18,320,647

27,405,388

-

(8,777,082) (39,778,994) 8,595,684,231 34,951,516 8,630,635,747

-

-

-

-

(2,920,884)

-

(5,856,198) (57,781,735) 7,647,129,762 44,356,324 7,691,486,086 787,730,720 787,730,720

-

(5,856,198) (59,240,133) 7,345,333,564 44,356,324 7,389,689,888

Consolidated financial statements Equity attributable to owners of the Company Other components of equity Other comprehensive Difference Deficit from Total other income resulting the changes components in the of shareDeficit on Exchange from share swap ownership holders’ changes differences on Retained earnings between the interests in equity in value of translation Statutory Unappropriated available- of financial subsidiaries subsidiaries reserve for-sale statements investments in foreign currency

(Unit: Baht)

Statement of Changes in Shareholders’ Equity Property Perfect Public Company Limited and its subsidiaries For the year ended 31 December 2013

ANNUAL REPORT 2013 PROPERTY PERFECT

The accompanying notes are an integral part of the financial statements.

Balance as at 31 December 2012 - as previously reported 5,641,047,963 (73,524,495) 241,600,000 2,501,961,382 Cumulative effect of change in accounting policy for deferred tax (Note 4) 326,293,201 Prior year’s adjustment (Note 5) (1,914,826) Balance as at 31 December 2012 - as restated 5,641,047,963 (73,524,495) 241,600,000 2,826,339,757 Increase in ordinary shares as a result of warrant exercised (Note 29) 141,882,692 Sales of available-for-sale investments Effect of change in ownership interests in subsidiary (Note 14) Dividend paid (Note 37) (187,522,527) Total comprehensive income for the year 82,929,049 Balance as at 31 December 2013 5,782,930,655 (73,524,495) 241,600,000 2,721,746,279

Issued and fully paid Share share capital discount

17,308,425 -

(2,218,392) 2,053,370

-

(46,091,945)

-

(46,091,945)

554,598 326,847,799 201,120 (1,713,706)

315,932 327,163,731 (1,713,706)

-

141,882,692 2,053,370 2,053,370

-

141,882,692 2,053,370

(8,777,082) (39,778,994) 8,595,684,231 34,951,516 8,630,635,747

-

(8,777,082) (40,534,712) 8,270,550,138 34,635,584 8,305,185,722

Total equity Equity Total shareattributable attributable holders’ to nonequity to owners controlling of the Company interests of the subsidiaries

(Unit: Baht)

(2,096,089) (2,096,089) (2,096,089) 16,748,210 14,652,121 (187,522,527) (187,522,527) (1,503,461) (3,834,423) 79,094,626 (34,410,907) 44,683,719 15,804,964 (46,091,945) (10,873,171) (43,656,136) 8,629,096,303 17,288,819 8,646,385,122

201,120

554,598 -

(2,330,962) (2,495,984)

17,107,305

(2,772,990)

Consolidated financial statements Equity attributable to owners of the Company Other components of equity Other comprehensive Difference Deficit from Total other income resulting the changes components from share in the of shareDeficit on Exchange swap ownership holders’ changes differences on Retained earnings between the interests in equity in value of translation Statutory Unappropriated available- of financial subsidiaries subsidiaries reserve for-sale statements investments in foreign currency

Statement of Changes in Shareholders’ Equity (continued) Property Perfect Public Company Limited and its subsidiaries For the year ended 31 December 2013

151

152 (73,524,495) (73,524,495) (73,524,495)

5,641,047,963

5,641,047,963

141,882,692 5,782,930,655

(73,524,495)

(52,839,932) -

126,860,923 -

(20,684,563) -

4,726,456,320 787,730,720

5,641,047,963

(20,684,563)

4,726,456,320

The accompanying notes are an integral part of the financial statements.

Balance as at 31 December 2011 - as previously reported Cumulative effect of change in accounting policy for deferred tax (Note 4) Balance as at 31 December 2011 - as restated Increase in ordinary shares (Note 29) Increase in ordinary shares as a result of warrant exercised (Note 29) Dividend paid (Note 37) Total comprehensive income for the year (restated) Unappropriated retained earnings transferred to statutory reserve Balance as at 31 December 2012 - as restated Balance as at 31 December 2012 - as previously reported Cumulative effect of change in accounting policy for deferred tax (Note 4) Balance as at 31 December 2012 - as restated Increase in ordinary shares as a result of warrant exercised (Note 29) Sales of available-for-sale investments Dividend paid (Note 37) Total comprehensive income for the year Balance as at 31 December 2013 241,600,000

241,600,000

241,600,000

18,500,000 241,600,000

-

223,100,000 -

223,100,000

(187,522,527) (153,343,739) 1,893,969,209

163,935,672 2,234,835,475

2,070,899,803

(18,500,000) 2,234,835,475

(189,054,605) 359,794,953

169,807,674 2,082,595,127 -

1,912,787,453

2,053,370 (2,330,962) (2,495,984)

554,598 (2,218,392)

(2,772,990)

(2,218,392)

3,615,200

1,458,398 (5,833,592) -

(7,291,990)

Total shareholders’ equity

74,020,991 (189,054,605) 363,410,153

141,882,692 2,053,370 2,053,370 (187,522,527) (2,330,962) (155,674,701) (2,495,984) 7,842,479,385

554,598 164,490,270 (2,218,392) 8,041,740,551

(2,772,990) 7,877,250,281

(2,218,392) 8,041,740,551

3,615,200

1,458,398 171,266,072 (5,833,592) 7,005,633,292 787,730,720

(7,291,990) 6,834,367,220

Retained earnings Deficit on Total other Issued and changes in value components of fully paid share of available-for- shareholders’ capital equity Share discount Statutory reserve Unappropriated sale investments

Other comprehensive income

Other components of equity

Separate financial statements

(Unit: Baht)

Statement of Changes in Shareholders’ Equity (continued) Property Perfect Public Company Limited and its subsidiaries For the year ended 31 December 2013

Cash Flow Statement Property Perfect Public Company Limited and its subsidiaries For the year ended 31 December 2013 Consolidated financial statements 2013 2012 (Restated)

The accompanying notes are an integral part of the financial statements.

(185,335,737)

476,108,340

49,015,063 28,763,826 47,217,111 (4,202,331) 107,604 45,305,879 (1,146,504) (843,730) 22,805,639 (183,945,031) 578,672,092

52,415,701 22,924,142 31,683,644 (4,226,670) (154,598) 32,758,774 611,528 (4,184,356) 22,434,274 (143,484,475) 443,899,666

396,413,881

930,785,970

(42,574,997) (21,736,428) (12,071,062) 30,958,000 (551,041,223) 1,324,121,843 (99,031,127) (4,233,658) (7,969,390) (29,182,162) (14,652,085) 954,670

ANNUAL REPORT 2013 PROPERTY PERFECT

Cash flows from operating activities Profit (loss) before tax 98,978,652 315,628,029 Adjustments to reconcile profit (loss) before tax to net cash provided by (paid from) operating activities: Share of income from investment in associate (59,785,935) (27,803,262) Depreciation and amortisation 151,313,954 89,507,365 Amortisation of prepaid expenses 51,902,440 34,457,851 Amortisation of deferred debenture issuing costs 47,217,111 31,683,644 Unrealised loss on exchange 79,602,112 94,687,967 Rental received in advance recognition (4,202,331) (4,226,670) Allowance for impairment loss on investment (reversal) 107,604 (154,598) Provision for loss arising from minimum revenue guarantee 32,758,774 Provision for loss arising from rental guarantee 45,305,879 Loss (gain) on sales of property, plant and equipment (1,143,352) 3,398,281 Gain on a bargain purchase (37,010,294) Dividend income (843,730) (4,184,356) Provision for long-term employee benefits 30,726,922 29,409,448 Interest income (19,162,542) (11,192,421) Interest expenses 637,600,226 464,139,451 Profit from operating activities before changes in operating assets and liabilities 1,057,617,010 1,011,099,209 Decrease (increase) in operating assets Trade and other receivables (50,472,290) (86,554,433) Accounts receivable - land (185,185,062) 30,958,000 Inventories (2,734,328) (9,417,813) Project development costs (1,522,995,936) 157,670,342 Advances to contractors (243,822,752) (9,587,617) Other current assets (18,021,224) (87,798,722) Other non-current assets 12,310,192 (10,022,178)

(Unit: Baht) Separate financial statements 2013 2012 (Restated)

153

Cash Flow Statement (continued) Property Perfect Public Company Limited and its subsidiaries For the year ended 31 December 2013 Consolidated financial statements 2013 2012 (Restated)

Increase (decrease) in operating liabilities Trade and other payables Deposits and cash received in advance Other current liabilities Other non-current liabilities Net cash from operating activities Cash paid for interest expenses Cash paid for corporate income tax Cash received from interest income Cash return for withholding tax Net cash from (used in) operating activities

1,070,221,439 311,467,647 35,841,813 136,170,893 (27,298,205) (39,451,842) (5,210,053) (7,219,929) 120,250,604 1,397,313,557 (1,021,882,124) (861,306,894) (173,194,134) (166,507,862) 15,757,681 13,485,571 26,914,531 301,594 (1,032,153,442) 383,285,966

The accompanying notes are an integral part of the financial statements.

154

(Unit: Baht) Separate financial statements 2013 2012 (Restated)

333,836,764 149,615,473 36,648,161 (21,719,505) (7,626,558) (40,396,229) 1,326,322 1,320,000 33,258,686 2,320,487,974 (777,779,584) (697,947,497) (79,316,352) (89,081,590) 13,221,157 12,380,784 (810,616,093) 1,545,839,671

Cash Flow Statement (continued) Property Perfect Public Company Limited and its subsidiaries For the year ended 31 December 2013 Consolidated financial statements 2013

2012

(Unit: Baht) Separate financial statements 2013

(Restated

(Restated

(244,856,188) (31,105,007) 500,809 8,994,519 (178,932,842) (1,489,248,677) 187,944,516 164,784,089 843,730 4,184,356 843,730 4,184,356 (349,726,302) (408,467,940) (1,051,603,533) (450,409,795) (100,515,821) (100,515,821) 44,804,369 44,804,369 (161,581,634) (2,817,032,919) 37,199,890 (2,286,640,375) (299,260,143) (234,443,385) (269,539,475) (172,637,084) (339,267,486) (246,618,000) (131,027,260) (185,891,041) (20,159,846) (27,660,880) 2,008,301 239,422 1,973,738 239,422 (1,578,578,434) (3,919,134,514) (1,347,484,465) (4,248,394,425) (10,000,000) (36,570,000) (250,940,000) (145,620,000) (466,580,000) (2,003,000,000) (2,003,000,000) 5,939,992,164 4,875,014,565 2,917,396,940 2,927,852,868 (4,485,141,245) (3,845,903,427) (1,888,906,438) (2,613,757,117) 7,000,000,000 7,181,260,000 7,000,000,000 7,181,260,000 (5,500,000,000) (3,300,000,000) (5,500,000,000) (3,300,000,000) 75,000,000 14,652,121 141,882,692 (187,522,527) 2,877,293,205 8,396,613 274,957,942 960,262,043 1,235,219,985

The accompanying notes are an integral part of the financial statements.

24,484,504 787,730,720 74,020,991 (189,054,605) 3,353,612,748 7,698,475 (174,537,325) 1,134,799,368 960,262,043

141,882,692 (187,522,527) 2,412,230,667 254,130,109 547,643,468 801,773,577

787,730,720 74,020,991 (189,054,605) 2,398,472,857 (304,081,897) 851,725,365 547,643,468

ANNUAL REPORT 2013 PROPERTY PERFECT

Cash flows from investing activitie Decrease (increase) in restricted deposits Increase in loans to related companies Cash received from interest income Cash received from dividend income Net cash paid for purchases of investments in subsidiaries Increase in other long-term investments Cash received from sales of other long-term investments Decrease (Increase) in land held for development Increase in advances for purchases of land Increase in leasehold rights Increase in property, plant and equipment Cash received from sales of property, plant and equipment Net cash used in investing activities Cash flows from financing activities Decrease in leasehold rights payble Decrease in notes payable Decrease in bills of exchange payable Cash received from long-term loans Cash paid for long-term loans Cash received from debentures Cash paid for debentures Increase in short-term loan from related party Cash received from non-controlling interests for issuance of ordinary shares of subsidiary Cash received from additional ordinary shares Cash received from exercised warrants Dividend paid Net cash from financing activities Increase in translation adjustment Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year

2012

155

Cash Flow Statement (continued) Property Perfect Public Company Limited and its subsidiaries For the year ended 31 December 2013

(Unit: Baht)

Consolidated financial statements 2013

Separate financial statements

2012

2013

(Restated

Supplemental cash flow information Non-cash transactions Transfer advances for purchases of land to project development costs and land held for development 93,202,116 Transfer land held for development to project development costs 2,149,660,318 Transfer project development costs to land held for development Transfer property, plant and equipment to project development costs 1,466,456 Leasehold rights amortised to project development costs 19,429,756 Increase in project development cost from accrued land rental expenses 29,523,284 Issue promissory notes to purchase leasehold rights 255,368,000 Settle land held for development with loan to related company Transfer advance for purchase of land to a subsidiary Transfer project development costs and land held for development to investment properties 967,144,633

The accompanying notes are an integral part of the financial statements.

156

2012 (Restated

591,204,830 766,701,101 642,600,206

26,132,116 1,359,215,503 -

4,068,286 4,833,912

-

352,023,515 642,600,206 542,010 -

2,650,768 40,000,000 -

17,000,000

30,000,000 -

-

-

-

Notes to Consolidated Financial Statements

Property Perfect Public Company Limited and its subsidiaries for the year ended 31 December 2013

1.

2.

General information Property Perfect Public Company Limited (“the Company”) is a public company incorporated and domiciled in Thailand. The Company is principally engaged in the property development. The registered office of the Company is at 100/1 Vorasombat Building, 17th Floor, Rama 9 Road, Huaykwang, Bangkok.

Basis of preparation 2.1 The financial statements have been prepared in accordance with Thai Financial Reporting Standards enunciated under the Accounting Professions Act B.E. 2547 and their presentation has been made in compliance with the stipulations of the Notification of the Department of Business Development dated 28 September 2011, issued under the Accounting Act B.E. 2543.

The financial statements in Thai language are the official statutory financial statements of the Company.

The financial statements in English language have been translated from the Thai language financial statements.

The financial statements have been prepared on a historical cost basis except where otherwise disclosed in the accounting policies.

2.2 Basis of consolidation a) The consolidated financial statements include the financial statements of the Company (“the Company”) and the following subsidiary companies (“the subsidiaries”): Company’s name

Country of Nature of business incorporation

Percentage of shareholding 2013 %

Subsidiaries directly owned by the Company Estate Perfect Company Limited Perfect Sport Club Company Limited Bright Development Bangkok Company Limited Residence Number Nine Limited U&I Construction Bangkok Company Limited Perfect Prefab Company Limited

100.00 100.00 100.00 100.00 100.00 51.00

100.00 100.00 100.00 100.00 100.00 51.00

100.00 93.31

99.70 91.05

100.00 100.00 100.00

100.00 -

93.31

91.05

69.01 69.01

69.01 69.01

ANNUAL REPORT 2013 PROPERTY PERFECT

Property development Thailand Clubhouse management Thailand Property development Thailand Property development Thailand Construction service Thailand Producing and assembling Thailand prefabricated building system Uniloft Service (Thailand) Company Limited Apartment service Thailand We Retail Public Company Limited Property development, shopping Thailand mall and commercial areas Property Perfect International Pte. Ltd. Investment in overseas projects Singapore Chiangmai Development Company Limited Property development Thailand Mariya Stuff Company Limited Property development Thailand Subsidiary which the Company owns through We Retail Public Company Limited Centrepoint Shopping Mall Company Limited Property development, shopping Thailand mall and commercial areas Subsidiaries which the Company owns through Property Perfect International Pte. Ltd. Share Group Co., Ltd. Hotel operations Japan Kabushiki Kaisha Kiroro Associates Co., Ltd. Hotel management Japan

2012 %

157

3.

158

b) Subsidiaries are fully consolidated as from the date of acquisition, being the date on which the Company obtains control, and continue to be consolidated until the date when such control ceases. c) The financial statements of the subsidiaries are prepared using the same significant accounting policies as the Company. d) The assets and liabilities in the financial statements of overseas subsidiary companies are translated to Baht using the exchange rate prevailing on the end of reporting period, and revenues and expenses translated using monthly average exchange rates. The resulting differences are shown under the caption of “Exchange differences on translation of financial statements in foreign currency� in the statements of changes in shareholders’ equity. e) Material balances and transactions between the Company and its subsidiaries have been eliminated from the consolidated financial statements. f) Non-controlling interests represent the portion of profit or loss and net assets of the subsidiaries that are not held by the Company and are presented separately in the consolidated profit or loss and within equity in the consolidated statement of financial position.

2.3 The separate financial statements, which present investments in subsidiaries and associate under the cost method, have been prepared solely for the benefit of the public.

New accounting standards Below is a summary of accounting standards that became effective in the current accounting year and those that will become effective in the future. (a) Accounting standards that became effective in the current accounting year Accounting standards: TAS 12 Income Taxes TAS 20 (revised 2009) Accounting for Government Grants and Disclosure of Government Assistance TAS 21 (revised 2009) The Effects of Changes in Foreign Exchange Rates Financial Reporting Standard: TFRS 8 Operating Segments Accounting Standard Interpretations: TSIC 10 Government Assistance - No Specific Relation to Operating Activities TSIC 21 Income Taxes - Recovery of Revalued Non-Depreciable Assets TSIC 25 Income Taxes - Changes in the Tax Status of an Entity or its Shareholders Accounting Treatment Guidance for Transfers of Financial Assets These accounting standards, financial reporting standard, accounting standard interpretations and accounting treatment guidance do not have any significant impact on the financial statements, except for the following accounting standard.

TAS 12 Income Taxes This accounting standard requires an entity to identify temporary differences between the carrying

amount of an asset or liability in the statement of financial position and its tax base and recognise the tax effects as deferred tax assets or liabilities subjecting to certain recognition criteria. The Company and its subsidiaries changed this accounting policy in this current year and restated the prior year’s financial statements, presented as comparative information, as though the Company and its subsidiaries had initially recognised the tax effects as deferred tax assets or liabilities. The cumulative effect of this change in accounting policy was presented in Note 4 to the financial statements. (b) Accounting standards that will become effective in the future Effective date

Accounting Standards: TAS 1 (revised 2012) TAS 7 (revised 2012) TAS 12 (revised 2012) TAS 17 (revised 2012) TAS 18 (revised 2012) TAS 19 (revised 2012) TAS 21 (revised 2012) TAS 24 (revised 2012) TAS 28 (revised 2012) TAS 31 (revised 2012) TAS 34 (revised 2012) TAS 36 (revised 2012) TAS 38 (revised 2012) Financial Reporting Standards: TFRS 2 (revised 2012) TFRS 3 (revised 2012) TFRS 4 TFRS 5 (revised 2012) TFRS 8 (revised 2012) Accounting Standard Interpretations: TSIC 15 TSIC 27

Presentation of Financial Statements Statement of Cash Flows Income Taxes Leases Revenue Employee Benefits The Effects of Changes in Foreign Exchange Rates Related Party Disclosures Investments in Associates Interests in Joint Ventures Interim Financial Reporting Impairment of Assets Intangible Assets

1 January 2014 1 January 2014 1 January 2014 1 January 2014 1 January 2014 1 January 2014 1 January 2014 1 January 2014 1 January 2014 1 January 2014 1 January 2014 1 January 2014 1 January 2014

Share-based Payment Business Combinations Insurance Contracts Non-current Assets Held for Sale and Discontinued Operations Operating Segments

1 January 2014 1 January 2014 1 January 2016 1 January 2014 1 January 2014

Operating Leases - Incentives Evaluating the Substance of Transactions Involving the Legal Form of a Lease TSIC 29 Service Concession Arrangements: Disclosures TSIC 32 Intangible Assets - Web Site Costs Financial Reporting Standard Interpretations: TFRIC 1 Changes in Existing Decommissioning, Restoration and Similar Liabilities TFRIC 4 Determining whether an Arrangement contains a Lease TFRIC 5 Rights to Interests arising from Decommissioning, Restoration and Environmental Rehabilitation Funds TFRIC 7 Applying the Restatement Approach under TAS 29 Financial Reporting in Hyperinflationary Economies TFRIC 10 Interim Financial Reporting and Impairment TFRIC 12 Service Concession Arrangements TFRIC 13 Customer Loyalty Programmes TFRIC 17 Distributions of Non-cash Assets to Owners TFRIC 18 Transfers of Assets from Customers

1 January 2014 1 January 2014 1 January 2014 1 January 2014

1 January 2014 1 January 2014 1 January 2014 1 January 2014 1 January 2014 1 January 2014 1 January 2014 1 January 2014

ANNUAL REPORT 2013 PROPERTY PERFECT

1 January 2014

159

4.

The Company and its subsidiaries’ management believes that these accounting standards, financial reporting standard, accounting standard interpretations and financial reporting standards interpretations will not have any significant impact on the financial statements for the year when they are initially applied.

Cumulative effect of changes in accounting policies due to the adoption of new accounting standard During the current year, the Company and its subsidiaries made the changes described in Note 3 to the financial statements to their significant accounting policies, as a result of the adoption of Thai Accounting Standard 12 Income Taxes. The cumulative effect of the changes in the accounting policies was separately presented in the statements of changes in shareholders’ equity.

The amounts of adjustments affecting the statements of financial position and the statements of comprehensive income are summarised below.

(Unit: Thousand Baht) As at 31 December 2013 As at 31 December 2012 As at 1 January 2012 Consolidated Separate Consolidated Separate Separate Consolidated financial financial financial financial financial financial statements statements statements statements statements statements

Statements of financial position Increase in deferred tax assets Increase in non-controlling interests of the subsidiaries Decrease in deficit on changes in value of available-for-sale investments Increase in unappropriated retained earnings

334,682

196,371

324 624 333,734

327,163

-

316

624 195,747

554 326,293

164,490 301,796 -

-

171,266 -

554 1,458 163,936 300,338

1,458 169,808

(Unit: Thousand Baht) For the year ended 31 December 2013

Statements of comprehensive income Profit or loss: Decrease (increase) in income tax expenses Increase in profit attributable to non-controlling interest of the subsidiaries Increase (decrease) in profit attributable to equity holders of the Company Increase (decrease) in basic earnings per share (Baht) Increase (decrease) in diluted earnings per share (Baht) Other comprehensive income: Decrease (increase) in loss on changes in value of available-for-sale investments

160

For the year ended 31 December 2012

Consolidated financial statements

Separate financial statements

Consolidated financial statements

Separate financial statements

7,449

31,811

26,272

(5,872)

324

-

316

-

7,125 0.00124 0.00123

31,811 0.00556 -

25,956 0.00503 0.00498

(5,872) (0.00114) (0.00113)

70

70

(904)

(904)

5.

Prior year’s adjustment As discussed in Note 14 to the financial statements, in 2012, the Company invested in subsidiaries incorporated in Japan and recorded gain on a bargain purchase amounting to Baht 38.9 million in the consolidated statement of comprehensive income for the year ended 31 December 2012. However, during the current year, the outstanding acquisition tax that the subsidiary had previously recorded was settled with a government agency. The actual amount paid was less than the amount that the subsidiary had recorded due to a change in the tax base assessed by the government agency. In addition, there was adjustment of corporate income tax rate. As a result, the Company restated the prior year’s financial statements. The effect of the adjustment has been separately presented in the statement of changes in shareholders’ equity.

The amounts of adjustments affecting the consolidated statement of financial position as at 31 December 2012 and the consolidated statements of comprehensive income for the year then ended are summarised below.

(Unit: Thousand Baht)

Consolidated statements of financial position Decrease in trade and other payables Increase in deferred tax liability Increase in exchange differences on translation of financial statements in foreign currency Decrease in unappropriated retained earnings

(21,857) 23,571 201 (1,915) (Unit: Thousand Baht)

Consolidated statements of comprehensive income Profit or loss: Decrease in gain on a bargain purchase Decrease in profit attributable to equity holders of the Company Decrease in basic earnings per share (Baht) Decrease in diluted earnings per share (Baht) 6.

1,915 1,915 0.000371 0.000367

ANNUAL REPORT 2013 PROPERTY PERFECT

Significant accounting policies 6.1 Revenue recognition Revenues from sales of land and houses/residential condominium units Revenues from sales of land and houses/residential condominium units are recognised as revenues when significant risks and rewards are transferred to the buyer.

Revenue from hotel operations Revenue from hotel operations mainly comprises room sales, food and beverage sales and revenue from auxiliary activities. Sales are the invoiced value, excluding value added tax, of goods supplied and services rendered after deducting discounts.

Interest income Interest income is recognised on an accrual basis based on the effective interest rate.

161

6.2

6.3

6.4

6.5 6.6

6.7

6.8

6.9

162

Dividends Dividends are recognised when the right to receive the dividends is established.

Cost of sales of land and houses/residential condominium units In determining the cost of sales of land and houses/residential condominium units, the anticipated total development costs (after recognising the costs incurred to date) are attributed to units already sold on the basis of the salable area and then recognised as costs in profit or loss.

Cash and cash equivalents Cash and cash equivalents consist of cash in hand and at banks, and all highly liquid investments with an original maturity of three months or less and not subject to withdrawal restrictions.

Accounts receivable Accounts receivable are stated at the net realisable value. Allowance for doubtful accounts is provided for the estimated losses that may be incurred in collection of receivables. The allowance is generally based on collection experiences and analysis of debt aging.

Inventories Inventories are valued at the lower of cost (first-in, first-out method) and net realisable value.

Project development costs Project development costs are valued at the lower of cost and net realisable value.

Project development costs consist of the costs of land, land development, construction, land lease and related interest.

Borrowing costs Borrowing costs directly attributable to the acquisition or construction of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalised as part of the cost of the respective assets. All other borrowing costs are expensed in the period they are incurred. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds.

Investment properties Investment properties are measured initially at cost, including transaction costs. Subsequent to initial recognition, investment properties are stated at cost less accumulated depreciation and allowance for loss on impairment (if any).

No depreciation is provided on investment properties in progress.

Property, plant and equipment and depreciation Property, plant and equipment are stated at cost less accumulated depreciation and allowance for loss on impairment of assets (if any).

Depreciation of plant and equipment is calculated by reference to their costs on the straight-line basis over the estimated useful lives:

Office buildings and clubhouses Hotel buildings Hotel building improvements Office and hotel furniture and fixtures Tools and equipment Motor vehicles Others

10 and 20 years 5 to 41 years 2 to 30 years 2 to 16 years 5 years 2 to 8 years 2 to 18 years

ANNUAL REPORT 2013 PROPERTY PERFECT

Depreciation is included in profit and loss.

No depreciation has been provided on land and construction in progress.

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on disposal of an asset is included in profit or loss when the asset is derecognised.

6.10 Leasehold rights and amortisation Leasehold right is stated at cost less accumulated amortization and allowance for loss on impairment of assets (if any).

Amortisation of leasehold right is calculated by reference to its cost on a straight-line basis over the leasehold period.

Amortisation is included in profit or loss and is capitalised as part of project costs for leasehold rights of project under development.

6.11 Investments a) Investments in securities held for trading are stated at fair value. Changes in the fair value of these securities are recorded in profit or loss. b) Investments in available-for-sale securities are stated at fair value. Changes in the fair value of these securities are recorded in comprehensive income, and will be recorded in profit or loss when the securities are sold. c) Investments in non-marketable equity securities, which the Company classified as other investments, are stated at cost net of allowance for loss on impairment (if any). d) Investment in associate is accounted for in the consolidated financial statements using the equity method. e) Investments in subsidiaries and associate are accounted for in the separate financial statements using the cost method net of allowance for loss on impairment (if any).

The fair value of marketable securities (investments in securities held for trading and available-for-sale securities) is based on the latest bid price of the last working day of the year. The fair value of unit trusts is determined from their net asset value.

The weighted average method is used for computation of the cost of investments.

163

6.12

6.13

6.14

6.15

164

In the event the Company and its subsidiaries reclassified investments from one type to another, such investments will be readjusted to their fair value as at the reclassification date. The difference between the carrying amount of the investments and the fair value on the date of reclassification is recorded in profit or loss or recorded as other components of shareholders’ equity, depending on the type of investment that is reclassified.

On disposal of an investment, the difference between net disposal proceeds and the carrying amount of the investment is recognised in profit or loss.

Goodwill Goodwill is initially recorded at cost, which equals to the excess of cost of business combination over the fair value of the net assets acquired. If the fair value of the net assets acquired exceeds the cost of business combination, the excess is immediately recognised as gain in profit or loss.

Related party transactions Related parties comprise enterprises and individuals that control, or are controlled by, the Company and its subsidiaries, whether directly or indirectly, or which are under common control with the Company and its subsidiaries.

They also include associate and individuals which directly or indirectly own a voting interest in the Company and its subsidiaries that gives them significant influence over the Company and its subsidiaries, key management personnel, directors and officers with authority in the planning and direction of the operations of Company and its subsidiaries.

Long-term leases Leases of property, plant or equipment which transfer substantially all the risks and rewards of ownership are classified as finance leases. Finance leases are capitalised at the lower of the fair value of the leased assets and the present value of the minimum lease payments. The outstanding rental obligations, net of finance charges, are included in long-term payables, while the interest element is charged to profit or loss over the lease period. The assets acquired under finance leases are depreciated over the shorter of the useful life of the asset and the lease period.

Leases of property, plant or equipment which do not transfer substantially all the risks and rewards of ownership are classified as operating leases. Operating lease payments are recognised as an expense in profit or loss on a straight line basis over the lease term.

Foreign currencies The consolidated and separate financial statements are presented in Baht, which is also the Company’s functional currency. Items of each entity included in the consolidated financial statements are measured using the functional currency of that entity.

Transactions in foreign currencies are translated into Baht at the exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated into Baht at the exchange rate ruling at the end of reporting period.

Gains and losses on exchange are included in profit or loss.

ANNUAL REPORT 2013 PROPERTY PERFECT

6.16 Impairment of assets At the end of each reporting period, the Company and its subsidiaries perform impairment reviews in respect of the assets whenever events or changes in circumstances indicate that an asset may be impaired.

An impairment loss is recognised when the recoverable amount of an asset, which is the higher of the asset’s fair value less costs to sell and its value in use, is less than the carrying amount.

An impairment loss is recognised in profit or loss.

In the assessment of asset impairment if there is any indication that previously recognised impairment losses may no longer exist or may have decreased, such reversal is recognised in profit or loss.

6.17 Employee benefits Short-term employee benefits Salaries, wages, bonuses and contributions to the social security fund are recognised as expenses when incurred.

Post-employment benefits Defined contribution plans The Company, its subsidiaries and its employees have jointly established a provident fund. The fund is monthly contributed by employees and by the Company and its subsidiaries. The fund’s assets are held in a separate trust fund and the Company’s and its subsidiaries’ contributions are recognised as expenses when incurred.

Defined benefit plans The Company and its subsidiaries have obligations in respect of the severance payments they must make to employees upon retirement under labor law. The Company and its subsidiaries treat these severance payment obligations as a defined benefit plan.

The obligation under the defined benefit plan is determined by a professionally qualified independent actuary and the overseas subsidiary’s management based on actuarial techniques, using the projected unit credit method.

Actuarial gains and losses arising from post-employment benefits are recognised as income or expenses when the net cumulative unrecognised actuarial gains and losses at the end of the previous reporting period exceed 10% of the defined benefit obligation at that date. These gains or losses are recognised over the expected average remaining working lives of the employees participating in the plan.

For the first-time adoption of TAS 19 Employee Benefits in 2011, the Company and its subsidiaries elected to recognise the transitional liability, which exceeds the liability that would have been recognised at the same date under the previous accounting policy as an expense on a straight-line basis over up to five years from the date of adoption.

6.18 Provisions Provisions are recognised when the Company and its subsidiaries have a present obligation as a result of a past event, they are probable that outflow of resources embodying economic benefits will be required to settle the obligation, and reliable estimate can be made of the amount of the obligation.

165

7.

166

6.19 Income tax Income tax expense represents the sum of corporate income tax currently payable and deferred tax.

Current tax Current income tax is provided in the accounts at the amount expected to be paid to the taxation authorities, based on taxable profits determined in accordance with tax legislation.

Deferred tax Deferred income tax is provided on temporary differences between the tax bases of assets and liabilities and their carrying amounts at the end of each reporting period, using the tax rates enacted at the end of the reporting period.

The Company and its subsidiaries recognise deferred tax liabilities for all taxable temporary differences while they recognise deferred tax assets for all deductible temporary differences and tax losses carried forward to the extent that it is probable that future taxable profit will be available against which such deductible temporary differences and tax losses carried forward can be utilised.

At each reporting date, the Company and its subsidiaries review and reduce the carrying amount of deferred tax assets to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax assets to be utilised.

The Company and its subsidiaries record deferred tax directly to shareholders’ equity if the tax relates to items that are recorded directly to shareholders’ equity.

6.20 Derivatives Forward exchange contracts Forward exchange contracts are presented in the financial statements at fair value. Unrealised gain or loss from the forward contracts is recorded in profit or loss.

Significant accounting judgments and estimates The preparation of financial statements in conformity with financial reporting standards at times requires management to make subjective judgements and estimates regarding matters that are inherently uncertain. These judgements and estimates affect reported amounts and disclosures; and actual results could differ from these estimates. Significant judgements and estimates are as follows: Leases In determining whether a lease is to be classified as an operating lease or finance lease, the management is required to use judgment regarding whether significant risk and rewards of ownership of the leased asset has been transferred, taking into consideration terms and conditions of the arrangement.

Allowance for doubtful accounts In determining an allowance for doubtful accounts, the management needs to make judgment and estimates based upon, among other things, past collection history, aging profile of outstanding debts and the prevailing economic condition.

ANNUAL REPORT 2013 PROPERTY PERFECT

Fair value of financial instruments In determining the fair value of financial instruments that are not actively traded and for which quoted market prices are not readily available, the management exercise judgment, using a variety of valuation techniques and models. The input to these models is taken from observable markets, and includes consideration of liquidity, correlation and longer-term volatility of financial instruments.

Impairment of investments The Company and its subsidiaries treat available-for-sale investments and other investments as impaired when there has been a significant or prolonged decline in the fair value below their cost or where other objective evidence of impairment exists. The determination of what is “significant” or “prolonged” requires judgement of the management.

Property plant and equipment/Depreciation In determining depreciation of plant and equipment, the management is required to make estimates of the useful lives and residual values of the Company’s and its subsidiaries’ plant and equipment and to review estimate useful lives and residual values when there are any changes.

In addition, the management is required to review property, plant and equipment for impairment on a periodical basis and record impairment losses in the period when it is determined that their recoverable amount is lower than the carrying amount. This requires judgments regarding forecast of future revenues and expenses relating to the assets subject to the review.

Project development costs estimation In recognising revenue from real estate sales, the Company and its subsidiaries need to estimate all project development costs, including land costs, land improvement costs, design costs, construction costs, and borrowing costs for construction. The management estimates these costs based on their business experience and revisit the estimation on a periodical basis or when the actual costs incurred significantly vary from the estimation.

Deferred tax assets Deferred tax assets are recognised for deductible temporary differences and unused tax losses to the extent that it is probable that taxable profit will be available against which the temporary differences and losses can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and level of estimate future taxable profits.

Post-employment benefits under defined benefit plans The obligation under the defined benefit plan is determined based on actuarial techniques. Such determination is made based on various assumptions, including discount rate, future salary increase rate, mortality rate and staff turnover rate.

Provision for loss arising from rental guarantee In recording provision for loss arising from rental guarantee, the management estimates the cost of the expenses expected to be incurred as a result of providing rental guarantee based on the present value of the difference between the projected dormitory rental income from individuals and rental expense the Company has contracted to pay to the Fund, based on various assumptions, including rental rate, occupancy rate and discount rate. The estimate is reviewed whenever circumstances change.

167

8.

Litigations The Company and its subsidiaries have contingent liabilities as a result of litigations. The Company’s and its subsidiaries’ management has used judgement to assess the results of the litigations and believes that no loss will result. Therefore no contingent liabilities are recorded as at the end of reporting period.

Related party transactions During the years, the Company and its subsidiaries had significant business transactions with related parties.

Such transactions, which are summarised below, arose in the ordinary course of business and were concluded on commercial terms and bases agreed upon between the Company, its subsidiaries and those related parties.

(Unit: Million Baht) Consolidated financial statements 2013

Separate financial statements

2012

2013

2012

Transfer Pricing policy

Transactions with subsidiaries (Eliminated from the consolidated financial statements) Sales of land 71 By agreement Interest income 171 133 1.00% - 7.38% per annum Purchase of land 9 By agreement Clubhouse management expenses 16 15 By agreement Cost of construction of houses 67 By agreement Transaction with related company Cost of construction of houses 2 79 1 38 By agreement As at 31 December 2013 and 2012, the balances of the accounts between the Company, its subsidiaries and those related companies were as follows:

168

Other receivables - related parties (Note 10) Advance - subsidiary Interest receivable - subsidiaries Total other receivables - related parties Advances to contractor - related party Related company (related by mutual shareholders) Total advances to contractor - related party Trade and other payables - related parties (Note 22) Subsidiaries Related companies (related by mutual shareholders) Interest payable - subsidiaries Total and other payables - related parties

Consolidated financial statements

(Unit: Thousand Baht) Separate financial statements

2013

2013

2012

2012

-

-

12,416 25,680 38,096

9,378 42,901 52,279

14,470 14,470

14,546 14,546

14,465 14,465

14,538 14,538

2,879 2,879

5,734 5,734

25,989 2,118 349 28,456

2,546 3,598 6,144

Loans to and loans from related parties As at 31 December 2013 and 2012, the balance of loans between the Company and its subsidiaries and the movements were as follows: Balance as at 31 Long-term loans to subsidiaries December 2012

Estate Perfect Co., Ltd. Bright Development Bangkok Co., Ltd. Residence Number Nine Co., Ltd. Perfect Prefab Co., Ltd. We Retail Public Company Limited Property Perfect International Pte. Ltd. Chiangmai Development Co., Ltd. Total

Short-term loan from subsidiary

Chiangmai Development Co., Ltd. Total

(Unit: Thousand Baht) Separate financial statements Decrease Balance as at 31 during the year December 2013

Increase during the year

1,101,577 1,206,711 144,419 40,000 30,000 737,665 3,260,372

505,900 20,000 381,094 119,500 37,700 1,064,194

Balance as at 31 December 2012

Increase during the year

-

75,000 75,000

(691,313) (139,248) (37,700) (868,261)

410,264 1,712,611 5,171 60,000 411,094 857,165 3,456,305

(Unit: Thousand Baht) Separate financial statements Decrease Balance as at 31 during the year December 2013

-

75,000 75,000

Directors’ and management’s benefits During the years ended 31 December 2013 and 2012, the Company and its subsidiaries had employee benefit expenses payable to their directors and management as below.

(Unit: Million Baht) Consolidated financial statements 2013

77.2 7.1 84.3

2012

69.9 7.0 76.9

2013

57.2 5.0 62.2

2012

51.1 4.9 56.0

Guarantee obligations with related parties The Company has outstanding guarantee obligations with its subsidiaries, as described in Note 38.5 a) to the financial statements.

ANNUAL REPORT 2013 PROPERTY PERFECT

Short-term employee benefits Post-employment benefits Total

Separate financial statements

169

9.

Cash and cash equivalents (Unit: Thousand Baht) Consolidated financial statements 2013

Cash Bank deposits Total

Separate financial statements

2012

5,378 1,229,842 1,235,220

2013

5,743 954,519 960,262

2,195 799,579 801,774

2012

2,744 544,899 547,643

As at 31 December 2013, bank deposits in saving accounts and fixed deposits carried interests between 0.00% and 1.75% per annum (2012: between 0.00% and 0.88% per annum).

10. Trade and other receivables As at 31 December 2013 and 2012, trade and other receivables were classified by aging as follows.

(Unit: Thousand Baht) Consolidated financial statements Separate financial statements 2013

Trade receivables - real estate business Aged on the basis of due dates Past due Up to 3 months 6 - 12 months Over 12 months Total Less: Allowance for doubtful debts Trade receivable - real estate business, net Trade receivables - hotel business Aged on the basis of due dates Past due Up to 3 months 3 - 6 months 6 - 12 months Trade receivable - hotel business Trade receivable, net Other receivables Advance - related party (Note 8) Interest receivables - related parties (Note 8) Interest receivables Accounts receivable - forward contacts Other receivables Total other receivables Trade and other receivables, net

170

2012

2013

2012

1,960 250 9,836 12,046 (200) 11,846

14,575 7,733 200 22,508 (200) 22,308

1,960 250 9,836 12,046 (200) 11,846

14,575 7,733 200 22,508 (200) 22,308

121,831 6 593 122,430 134,276

118,560 118,560 140,868

11,846

22,308

3,337 10,632 50,838 64,807 199,083

4,338 4,338 145,206

12,416 25,680 50,000 88,096 99,942

9,378 42,901 52,279 74,587

11. Accounts receivable - land As at 31 December 2013, accounts receivable - land consisted of the following: a) An account receivable of the Company of Baht 27.6 million (2012: Nil) for which the debtor has requested postponement of payment. The latest postponement was for a cheque dated 27 December 2013. Subsequently, on 25 February 2014, the Company received payment amounting to Baht 2.6 million from the debtor and received a cheque dated 27 May 2014 for Baht 25.0 million. b) An account receivable of the subsidiary amounting to Baht 173.1 million (2012: Nil), for which the subsidiary received two promissory notes, under which Baht 120.0 million matured on 15 November 2013, and r Baht 53.1 million matured on 15 December 2013. Subsequently, on 26 February 2014, the subsidiary received payment amounting to Baht 3.1 million from the debtor and received 3 promissory notes under which Baht 140.0 million matures in July 2014 and Baht 30.0 million matures in December 2014.

12. Inventories (Unit: Thousand Baht) Consolidated financial statements Cost

Food and beverage Other goods and supplies Total

Reduce cost to net realisable value

Inventories - net

2013

2012

2013

2012

2013

2012

70,626 118,918 189,544

48,692 35,991 84,683

(62,472) (92,756) (155,228)

(41,658) (11,443) (53,101)

8,154 26,162 34,316

7,034 24,548 31,582

13. Project development costs (Unit: Thousand Baht) Consolidated financial statements Separate financial statements 2013

2012

2013

2012

ANNUAL REPORT 2013 PROPERTY PERFECT

Land and construction developed 4,695,946 3,352,244 2,569,743 2,288,016 Land and construction under development 12,307,225 10,047,889 6,521,140 4,610,295 Total 17,003,171 13,400,133 9,090,883 6,898,311 Less: Reduce cost to net realisable value (76,389) (46,488) (75,810) (45,813) Net 16,926,782 13,353,645 9,015,073 6,852,498 Borrowing costs 438,555 390,871 252,318 249,435 Interest rate (%) 6.38 - 7.38 5.50 - 7.75 6.38 - 7.38 6.75 - 7.38 Mortgaged as collateral for credit facilities, guarantees and debentures 14,061,835 10,152,133 6,894,736 4,876,120 During the current year, the subsidiaries had a clear policy in developing projects for lease that had previously been classified as project development costs. As at 31 December 2013, the subsidiaries therefore classified Baht 644.5 million of project development costs as investment properties, as discussed in Note 19 to the financial statements.

171

14. Investments in subsidiaries Details of investments in subsidiaries as presented in separate financial statements are as follows: Company’s name

Paid-up capital 2013 2012

(Unit: Thousand Baht) Cost 2013 2012

Estate Perfect Company Limited 1,200,000 1,200,000 738,459 738,459 Perfect Sport Club Company Limited 5,000 5,000 5,000 5,000 Bright Development Bangkok Company Limited 1,000,000 1,000,000 999,999 999,999 Residence Number Nine Limited 1,000,000 1,000,000 507,000 507,000 U&I Construction Bangkok Company Limited 100,000 100,000 100,000 100,000 Perfect Prefab Company Limited 2,500 2,500 1,275 1,275 Uniloft Service (Thailand) Company Limited 1,325 100 1,325 100 We Retail Public Company Limited 6,337,678 3,996,628 1,300,988 800,610 Property Perfect International Pte. Ltd. Chiangmai Development Company Limited 200,000 200,000 Mariya Stuff Company Limited 350,000 350,000 Total 4,204,046 3,152,443 Subsidiaries directly owned by the Company Uniloft Service (Thailand) Company Limited In August 2013, the Extraordinary General Meeting of shareholders of Uniloft Service (Thailand) Company Limited passed a resolution to increase its registered capital from Baht 100,000 (1,000 ordinary shares with a par value of Baht 100 each) to Baht 5 million (50,000 ordinary shares with a par value of Baht 100 each). The Company paid 25% called up portion of the increased share capital, amounting to Baht 1.2 million.

We Retail Public Company Limited (“We Retail”) On 23 April 2013, the Annual General Meeting of shareholders of We Retail passed the following significant resolutions: a) Approved the reduction of its registered share capital from Baht 4,131,549,100 (826,309,820 ordinary shares with a par value of Baht 5 each) to Baht 3,996,627,870 (799,325,574 ordinary shares with a par value of Baht 5 each) by canceling its unissued shares. b) Approved the increase in its registered share capital from Baht 3,996,627,870 (799,325,574 ordinary shares with a par value of Baht 5 each) to Baht 6,496,627,870 (1,299,325,574 ordinary shares with a par value of Baht 5 each) by issuing 500 million ordinary shares with a par value of Baht 5 each to offer to the existing shareholders in proportion to their shareholdings, right offering in a ratio of 5 new shares for every 8 existing shares at a price of Baht 1.10 each. Fractional shares will be ignored.

We Retail registered the reduction and the increase of its registered share capital with the Ministry of Commerce on 25 and 26 April 2013, respectively.

172

In July 2013, the Company invested Baht 500.4 million in the increase of ordinary shares of We Retail, in proportion to its existing shareholding. However, some of non-controlling interests had not invested in the increased shares in proportion to their existing shareholdings. As a result, the Company’s shareholding in this company increased from 91.05% to 93.31%. The Company recorded effect of the change in its shareholding in We Retail in other components of equity, under shareholders’ equity.

The change in the ownership interests in subsidiary was detailed below.

(Unit: Thousand Baht)

ANNUAL REPORT 2013 PROPERTY PERFECT

Non-controlling interests investing in additional ordinary shares of We Retail 14,652 Less: Non-controlling interests of subsidiary adjusted (16,748) Deficit from the change in the ownership interests in subsidiary (2,096) On 4 September 2013, the Extraordinary General Meeting of shareholders of We Retail passed the following significant resolutions: a) Approved the reduction of the registered share capital from Baht 6,496,627,870 (1,299,325,574 ordinary shares with a par value of Baht 5 each) to Baht 6,337,678,570 (1,267,535,714 ordinary shares with a par value of Baht 5 each) by canceling its unissued shares. b) Approved increase in the registered share capital from Baht 6,337,678,570 (1,267,535,714 ordinary shares with a par value of Baht 5 each) to Baht 10,837,678,570 (2,167,535,714 ordinary shares with a par value of Baht 5 each) by issuing 900 million ordinary shares with a par value of Baht 5 each. c) Approved allocation of up to 900 million ordinary shares with a par value of Baht 5 to be sold by private placement at a price not less than 90% of the market price or not less than Baht 1.12 per share. If there are shares remaining after the private placement, We Retail will allocate them to be sold to its existing shareholders (rights offering) at a price of Baht 1.10 each with the conditions stipulated in a resolution of an Extraordinary General Meeting of We Retail’s shareholders.

We Retail registered the reduction of the registered share capital and increase in the registered share capital with the Ministry of Commerce on 12 and 13 September 2013, respectively.

The Extraordinary General Meeting of shareholders of We Retail held on 19 December 2013 passed the following significant resolutions: a) Approved the reduction of the registered share capital from Baht 10,837,678,570 (2,167,535,714 ordinary shares with a par value of Baht 5 each) to Baht 6,337,678,570 (1,267,535,714 ordinary shares with a par value of Baht 5 each) by canceling 900 million unissued ordinary shares with a par value of Baht 5 each.

We Retail registered the reduction of the registered share capital with the Ministry of Commerce on 24 December 2013. b) Approved the reduction of the registered share capital and the issued and paid-up share capital from Baht 6,337,678,570 (1,267,535,714 ordinary shares with a par value of Baht 5 each) to Baht 1,330,912,500 by changing the par value of ordinary shares from Baht 5 to Baht 1.05 per share, with the capital reduction of Baht 5,006,766,070 to be used to offset share discount and deficit, respectively.

173

c) Approved increase in the registered share capital from Baht 1,330,912,500 (1,267,535,714 ordinary shares with a par value of Baht 1.05 each) to Baht 4,761,825,000 (4,535,071,428 ordinary shares with a par value of Baht 1.05 each) by issuing 3,267,535,714 ordinary shares with a par value of Baht 1.05 each. d) Approved the allocation of 1,267,535,714 ordinary shares with a par value of Baht 1.05 to be sold to its existing shareholders (rights offering) in a ratio of 1 new shares for every 1 existing share at a price of Baht 1.10 each. If any shares remain after the first rights offering, We Retail will re-allocate these shares, in accordance with the conditions stipulated in a resolution of an Extraordinary General Meeting of We Retail’s shareholders. e) Approved the allocation of 2,000 million ordinary shares with a par value of Baht 1.05 to be sold by private placement to unrelated parties in a single or multiple tranches, at a price that is not less than Baht 1.12 per share, which is not less than 90% of the market price.

We Retail is in the process of the legal to be according with the resolutions of the Extraordinary General Meeting of shareholders.

Chiangmai Development Company Limited On 28 February 2013, a meeting of the Company’s Board of Directors passed a resolution to ratify the establishment of Chiangmai Development Company Limited, with a registered share capital of Baht 200 million (2 million ordinary shares with a par value of Baht 100 each, fully paid), to be engaged in property development. This company registered its incorporation on 21 February 2013.

Mariya Stuff Company Limited On 8 August 2013, a meeting of the Company’s Board of Directors passed a resolution to acquire 3.5 million ordinary shares with a value of Baht 100 each in Mariya Stuff Company Limited, for a total of Baht 350 million. This company, which is engaged in the property development business, has a share capital of Baht 350 million (3.5 million ordinary shares with a par value of Baht 100 each).

Fair value of the identifiable assets and liabilities as at the acquisition date of investment in subsidiary can be summarised below.

(Unit: Thousand Baht)

174

Cash and cash equivalents Advance for purchase of land Leasehold rights Other current liabilities Total net assets

274 74,254 275,481 (9) 350,000

Cash payment for purchase of investment in subsidiary Less: Cash and cash equivalents of subsidiary Net cash payment for purchase of investment in subsidiary

350,000 (274) 349,726

Subsidiaries which the Company owns through Property Perfect International Pte. Ltd. (“PPI”) Share Group Co., Ltd. (“SG”) and Kabushiki Kaisha Kiroro Associates Co., Ltd. (“KA”) In accordance with a resolution of the meeting of the Company’s Board of Directors held on 27 August 2012, PPI acquired ordinary shares of SG, a company incorporated in Japan, with the objective of operating real estate and hotel businesses in Japan, with SG to acquire all of the ordinary shares and receive the transfer of rights of claim in loans of KA, and acquire the properties of Kiroro Resort. The Company and SG signed an agreement to purchase the ordinary shares, rights of claims in loans, and properties of Kiroro Resort. The fair value of the identifiable assets and liabilities of the subsidiary as at the acquisition date and the transaction completion date are as presented below.

(Unit: Thousand JPY)

Cash and cash equivalents Trade and other receivables Inventories Other current assets Property, plant and equipment Other non-current assets Trade and other payables - restated (Note 5) Deferred tax liability - restated (Note 5) (net of deferred tax assets of Yen 336,959 thousand) Other current liabilities Other non-current liabilities Total net assets - restated Less: Fair value of non-controlling interests 93,429(1) Consideration transferred Gain on a bargain purchase - restated (Note 5) (1) Equivalent to Baht 37.0 million

356,782 101,705 55,951 63,580 1,901,323 12,085 (721,667) (31,757) (125,124) (96,153) 1,516,725 (46,249) 1,470,476 (1,377,047) 93,429(1)

Consolidated financial statements Company’s name Carrying amounts based on equity method 2013 2012

(Unit: Thousand Baht) Separate financial statements Costs 2013 2012

Krungthep Land Plc. 582,718 522,932 359,999 359,999 Total 582,718 522,932 359,999 359,999 The Company has share of income from investment in associate for the year 2013 amounting to Baht 59.8 million (2012: Baht 27.8 million).

ANNUAL REPORT 2013 PROPERTY PERFECT

15. Investment in associate 15.1 Investment in associate represents investment in Krungthep Land Public Company Limited (“Krungthep Land”).

This company, in which the Company held a 20.22% interest, is principally engaged in the property development.

The investment in associate is detailed below.

175

15.2 Summarised financial information of associate Financial information of the associated company is summarised below: (Unit: Million Baht)

Company’s name

Paid-up capital as at 31 December 2013 2012

Total assets as at 31 December 2013 2012

Total liabilities as at 31 December 2013 2012

Total revenues for the years ended 31 December 2013 2012

Profit for the years ended 31 December 2013 2012

Krungthep Land Plc. 1,780 1,780 6,108 5,391 3,258 2,823 2,229 1,767 289 137 On 9 January 2013, the Extraordinary General Meeting of shareholders of Krungthep land No. 1/2556 passed the following resolutions: Number of shares (Million shares)

Value per share (Baht)

Registered share capital (Million Baht)

Previous Decrease

223 10 2,230 (45) 10 (450) 178 1,780 Change in a share par value of Baht 10 to Baht 1 per share 1,780 1 1,780 Increase 620 1 620 New 2,400 2,400 Krungthep Land registered the decrease in its registered share capital, change in the share par value and increase in the registered share capital with the Ministry of commerce in January 2013.

16. Other long-term investments (Unit: Thousand Baht) Consolidated and separate financial statements 2013

Available-for-sale securities Domestic marketable equity securities Other investment Domestic non-marketable equity security Other long-term investments, net 17. Land held for development

106,647

51,282

4,275 110,922

4,275 55,557

Consolidated financial statements 2013

Land held for development Less: Allowance for impairment Land held for development, net Mortgaged as collateral for credit facilities, guarantees and debentures

176

6,156,027 (93,788) 6,062,239 3,448,314

2012

2012

8,397,061 (113,218) 8,283,843 3,412,027

(Unit: Thousand Baht) Separate financial statements 2013

2012

5,147,753 (89,563) 5,058,190 2,827,089

6,537,466 (108,993) 6,428,473 2,298,006

During the current year, the subsidiaries have a clear policy in developing projects for lease that had previously been classified as land held for development. As at 31 December 2013, the subsidiaries therefore classified Baht 322.6 million of land held for development as investment properties, as discussed in Note 19 to the financial statements.

18. Advances for purchases of land (Unit: Thousand Baht) Consolidated financial statements 2013

2012

Separate financial statements 2013

2012

Advances paid to landowners under agreements to purchase and to sell land 351,852 163,151 253,095 45,188 (1) 308,275 216,664 233,821 215,321 Advances paid to agents in acquiring land Total 660,127 379,815 486,916 260,509 Agreements to purchase and to sell land 1,272,805 980,897 871,351 323,891 (1) As at 31 December 2013, advances paid to agents who are employees of the Company amounting to Baht 20.7 million, management of the subsidiaries amounting to Baht 105.0 million and the existing shareholder of a subsidiary amounting to Baht 74.5 million (2012: employee of the Company Baht 20.7 million and management of subsidiaries Baht 105.0 million) 19. Investment properties During the current year, the subsidiaries had a clear policy in developing projects for lease that had previously been classified as project development costs and land held for development. As at 31 December 2013, the subsidiaries therefore classified Baht 967.1 million of project development costs and land held for development as investment properties.

The investment properties, shopping mall and commercial areas for lease, are under construction. The subsidiaries expect to be able to reliably measure the fair value of the property when construction is complete.

The subsidiaries have mortgaged investment properties with book value of approximately Baht 391.5 million as at 31 December 2013, with financial institutions as collateral against credit facilities.

ANNUAL REPORT 2013 PROPERTY PERFECT

177

178

Cost 1 January 2012 Additions Transfer from (to) project development costs Disposals/written-off Acquisitions of subsidiaries during the year Transfer in (out) Translation adjustment 31 December 2012 Additions Disposals/written-off Transfer in (out) Translation adjustment 31 December 2013 (820) (1,289)

-

59,002 7,093 (6,196) 148,544 305,773 89 1,084 (6,180) 142,364 306,946

284,346 16,443

95,738 -

Land

Office buildings and clubhouses

434,975 (45,680) 391,422 11,759 590 (45,808) 357,963

-

2,127

172,543 (18,120) 162,903 1,811 (590) (19,065) 145,059

-

8,480

Hotel Hotel building buildings improvements

290,171 (30,473) 549,661 52,453 (27,460) 656 (34,636) 540,674

887 (31,309)

253,387 66,998

Office and hotel furniture and fixtures

-

(14) 92,587 38,296 (35) 29,328 160,176

-

38,093 54,508

Tools and equipment

27,853 (2,925) 71,286 1,684 (6,684) (2,958) 63,328

(889)

40,030 7,217

(7,093) 30,555 23,221 (31,068) 22,708

(298) -

8,546 29,400

Motor vehicles Construction in progress

(542) (44,540)

761,140 185,891

Total

6,413 990,957 (674) (104,068) 36,107 1,788,838 1,714 131,027 (909) (35,088) (356) (109,003) 36,556 1,775,774

(311) (11,039)

41,000 718

Others

Consolidated financial statements

(Unit: Thousand Baht)

20. Property, plant and equipment

Land

Office buildings and clubhouses Hotel Hotel building buildings improvements

Office and hotel furniture and fixtures Tools and equipment

Accumulated depreciation 1 January 2012 145,588 164,258 4,288 Depreciation for the year 30,070 4,440 4,359 34,487 9,018 Acquisitions of subsidiaries during the year 23 212,519 Depreciation on disposals (1,546) (30,387) (3) Transfer to project development costs 3,526 Translation adjustment (287) (284) (22,511) 31 December 2012 174,112 4,153 4,098 358,366 16,829 Depreciation for the year 28,776 14,949 14,725 44,376 21,063 Depreciation on disposals (26,110) (6) Transfer to project development costs 1,467 Translation adjustment (575) (605) (23,586) 31 December 2013 202,888 18,527 18,218 353,046 39,353 Allowance for impairment 1 January 2012 5,396 3,704 31 December 2012 5,396 3,704 31 December 2013 5,396 3,704 Net book value 31 December 2012 143,148 127,957 387,269 158,805 191,295 75,758 31 December 2013 136,968 100,354 339,436 126,841 187,628 120,823 Depreciation for the years 2012 (Baht 12.2 million included in cost of hotel operations and the balance included in administrative expenses) 2013 (Baht 43.4 million included in cost of hotel operations and the balance included in administrative expenses)

ANNUAL REPORT 2013 PROPERTY PERFECT

179

30,555 22,708

36,278 2,368 25,243 (887) (2,634) 60,368 3,208 (6,647) (2,226) 54,703 10,918 8,625

Motor vehicles Construction in progress

5,905 5,111

-

(8,081) (17) 30,202 2,175 (894) (38) 31,445

36,755 1,545

Others

86,287 129,272

1,131,610 1,048,494

9,100 9,100 9,100

237,785 (40,904) 3,526 (25,733) 648,128 129,272 (33,657) 1,467 (27,030) 718,180

387,167 86,287

Total

Consolidated financial statements

(Unit: Thousand Baht)

180

Cost 1 January 2012 Additions Transfer from (to) project development costs Disposals Transfer in (out) 31 December 2012 Additions Disposals Transfer in (out) 31 December 2013 Accumulated depreciation 1 January 2012 Depreciation for the year Depreciation on disposals 31 December 2012 Depreciation for the year Depreciation on disposals 31 December 2013 241,978 3,169 (820) (1,289) 7,093 250,131 1,084 251,215 127,689 25,861 (1,546) 152,004 23,079 175,083

95,738 95,738 95,738 -

Land

Office buildings and clubhouses

141,508 22,211 (30,355) 133,364 21,394 (26,047) 128,711

201,957 20,382 887 (31,197) 192,029 16,835 (26,976) 656 182,544

Furniture and fixtures

32,682 866 (883) 32,665 1,038 (6,647) 27,056

33,668 3,430 (883) 36,215 1,545 (6,647) 31,113

Motor vehicles

-

8,403 72 (298) (7,093) 1,084 1,046 (1,740) 390

Construction in progress

27,688 259 (8,080) 19,867 191 (895) 19,163

28,246 608 (311) (8,345) 20,198 733 (894) 20,037

Others

329,567 49,197 (40,864) 337,900 45,702 (33,589) 350,013

609,990 27,661 (542) (41,714) 595,395 20,159 (34,517) 581,037

Total

Separate financial statements

(Unit: Thousand Baht)

Land

Allowance for impairment 1 January 2012 5,396 31 December 2012 5,396 31 December 2013 5,396 Net book value 31 December 2012 90,342 31 December 2013 90,342 Depreciation for the years as included in administrative expenses 2012 1013

ANNUAL REPORT 2013 PROPERTY PERFECT

181

58,665 53,833

94,423 72,428

Furniture and fixtures

3,704 3,704 3,704

Office buildings and clubhouses

3,550 4,057

-

Motor vehicles

1,084 390

-

Construction in progress

331 874

-

Others

49,197 45,702

248,395 221,924

9,100 9,100 9,100

Total

Separate financial statements

(Unit: Thousand Baht)

As at 31 December 2013, certain plant and equipment items had been fully depreciated but were still in use.

The gross carrying amount (before deducting accumulated depreciation and allowance for impairment loss) of those assets amounted to approximately Baht 209.5 million (2012: Baht 253.4 million) (Separate financial statements: Baht 181.1 million (2012: Baht 127.0 million)).

21. Leasehold rights (Unit: Thousand Baht) Consolidated financial statements

Cost 1 January 2012 Additions 31 December 2012 Additions Increase from acquisition of subsidiary 31 December 2013 Accumulated amortisation 1 January 2012 Amortisation for the year 31 December 2012 Amortisation for the year 31 December 2013 Allowance for impairment 31 December 2012 31 December 2013 Net book value 31 December 2012 31 December 2013 Amortisation for the years 2012 (Consolidated financial statements: Baht 4.8 million included in project development costs and the balance in administrative expenses and separate financial statements: included in administrative expenses) 2013 (Consolidated financial statements: Baht 19.4 million included in project development costs and the balance in administrative expenses and separate financial statements: included in administrative expenses)

182

Separate financial statements

412,590 286,618 699,208 594,635 275,481 1,569,324

92,000 92,000 92,000

55,676 8,054 63,730 26,349 90,079

45,540 3,220 48,760 3,211 51,971

189,844 189,844

-

445,634 1,289,401

43,240 40,029

8,054

3,220

26,349

3,211

Individual

Counterparty

30 years

Lease term

a)

Crown Property Bureau Individual Related company

Counterparty

30 years 30 years

30 years

Lease term

1 June 2013 to 31 May 2043 1 October 2014 to 31 August 2044

1 April 2015 to 31 March 2045

Lease period

1 August 1996 to 1 August 2026

Lease period

9.5 60.0

27.5

Upfront fee (Million Baht)

27.0

Upfront fee (Million Baht)

23.8 152.3

113.7

Rental throughout the contract period (Million Baht)

36.0

Rental throughout the contract period (Million Baht)

33.3 212.3

141.2

Total (Million Baht)

63.0

Total (Million Baht)

29 July 2013 26 July 2013

10 October 2013

Registration date

23 July 1997

Registration date

a)

Remark

Remark

On 15 November 2012, We Retail entered into a memorandum to transfer the leasehold rights with an individual in order to acquire the leasehold rights from the Crown Property Bureau. We Retail is to pay a consideration of Baht 50 million (We Retail made payment of Baht 10 million and issued 4 promissory notes of Baht 10 million each avaled by a bank, each payable one year apart, counting from date of the agreement to transfer the leasehold rights. Currently, We Retail has already settled a promissory note of Baht 10 million, and the remaining balance of promissory notes is Baht 30 million).

According to the land lease agreement, no rental will be collected during the construction period of 2 years, from 1 April 2013 to 31 March 2015.

30 May 2013 31 May 2013

22 May 2013

Agreement date

We Retail Public Company Limited (“We Retail�)

23 July 1997

Agreement date

Leasehold rights is detailed below.

The Company

ANNUAL REPORT 2013 PROPERTY PERFECT

183

Lease term

Lease period

Upfront fee (Million Baht) Total (Million Baht) Registration date

Counterparty

Lease term

Lease period

Upfront fee (Million Baht)

Rental throughout the contract period (Million Baht)

Total (Million Baht)

Registration date

30 years 9 April 2013 to 31 March 2043 200.0 258.6 458.6 9 April 2013 9 April 2013 Individual c) According to the land lease agreement, no rental will be collected during the construction period of 2 years, from 9 April 2013 to 31 March 2015.

Agreement date

Individual

Counterparty

Rental throughout the contract period (Million Baht)

Remark

c)

Remark

26 years 8 April 2010 to 31 December 2036 129.0 249.6 378.6 8 April 2010 8 months 23 August 2012 A company 30 years 1 January 2015 to 740.5 1,785.0 2,525.5 12 July 2013 b) 31 December 2044 b) Centrepoint paid an upfront fee of approximately Baht 229.1 million on the agreement dates, paid a further amount of approximately Baht 256.0 million on 30 May 2013 and issued promissory notes amounting to Baht 255.4 million, avaled by a bank, on the lease registration date. The promissory note is repayable on 31 July 2014.

Mariya Stuff Company Limited

8 April 2010

Agreement date

Centrepoint Shopping Mall Company Limited (“Centrepoint�)

184

22. Trade and other payables (Unit: Thousand Baht) Consolidated financial statements 2013 2012

Trade accounts payable - related companies (Note 8) Trade accounts payable Accounts payable - forward contracts Amounts due to related companies (Note 8) Creditors per rehabilitation plan Retention payable Accrued interest expenses - related company (Note 8) Accrued interest expenses Accrued expenses Other payables Total trade and other payables

2,879 1,869,183 9,996 99,059 139,235 540,285 3,960 2,664,597

5,734 936,406 6,496 9,512 55,850 85,446 427,625 9,894 1,536,963

Separate financial statements 2013 2012

25,337 767,361 2,770 35,961 349 136,286 168,752 1,136,816

3,598 476,628 2,546 28,774 83,424 151,659 746,629

23. Leasehold rights payable (Unit: Thousand Baht) Consolidated financial statements 2013 2012

Leasehold rights payable Less: Current portion Leasehold rights payable - net of current portion

285,368 (265,368) 20,000

40,000 (10,000) 30,000

The subsidiaries issued promissory notes in order to settle the cost of the leasehold rights with the land owners, as discussed in Note 21 to the financial statements. The promissory notes are avaled by a financial institution, and an aval is secured by fixed deposits.

ANNUAL REPORT 2013 PROPERTY PERFECT

185

24. Note payable The details of the note payables are as follows: Consolidated financial statements 2013

2012

Maturity date

(Million Baht)

Property Perfect Public Company Limited Estate Perfect Co., Ltd. Bright Development Bangkok Co., Ltd. Residence Number Nine Ltd. Chiangmai Development Co., Ltd. Total

187.8 117.8 87.3 119.6 512.5

333.4 215.7 549.1

May 2014 Repaid in full May 2014 June 2014 June 2014 Separate financial statements

2013

2012

Maturity date

(Million Baht) May 2014 Property Perfect Public Company Limited 187.8 333.4 Total 187.8 333.4 The promissory notes are subject to interest at a rate tied to the minimum overdraft rate (MOR) and secured by the mortgage of parts of the Company’s and its subsidiaries’ project land.

25. Debentures (Unit: Thousand Baht) Consolidated and separate financial statements 2013 2012

Secured debentures No. 1/2010 Secured debentures No. 3/2010 Secured debentures No. 1/2012#1 Secured debentures No. 1/2012#2 Unsecured debentures No. 1/2012#1 Unsecured debentures No. 1/2012#2 Secured debentures No. 2/2012 Short-term unsecured debentures No. 2/2013#1 Short-term unsecured debentures No. 2/2013#2 Short-term unsecured debentures No. 3/2013#1 Unsecured debentures No. 1/2013 Total debentures - net of issuing costs Less: Current portion Debentures - net of current portion

186

499,226 1,992,050 2,956,796 800,000 1,000,000 2,000,000 2,000,000 11,248,072 (4,299,226) 6,948,846

1,498,302 1,000,000 495,502 1,971,560 800,000 1,000,000 2,935,491 9,700,855 (4,298,302) 5,402,553

Debentures

Unit

Unit par (Baht)

Total value (Thousand Baht) Issue date

Term

5.9 5.8 5.35 5.35, 6.25 4.75 4.85 5.45 4.60 4.60 4.70 6.05

Coupon rate Maturity date (% per annum)

Secured debentures No. 1/2010 1,500,000 1,000 1,500,000 26 February 2010 3 years Repaid in 2013 Secured debentures No. 3/2010 1,000,000 1,000 1,000,000 18 November 2010 3 years Repaid in 2013 Secured debentures No. 1/2012#1 500,000 1,000 500,000 15 March 2012 2 years 15 March 2014 Secured debentures No. 1/2012#2 2,000,000 1,000 2,000,000 15 March 2012 3 years 15 March 2015 Unsecured debentures No. 1/2012#1 800,000 1,000 800,000 9 August 2012 240 days Repaid in 2013 Unsecured debentures No. 1/2012#2 1,000,000 1,000 1,000,000 9 August 2012 270 days Repaid in 2013 Secured debentures No. 2/2012 3,000,000 1,000 3,000,000 9 November 2012 3 years 9 November 2015 Short-term unsecured debentures No. 2/2013#1 800,000 1,000 800,000 19 April 2013 270 days 14 January 2014 Short-term unsecured debentures No. 2/2013#2 1,000,000 1,000 1,000,000 8 May 2013 270 days 2 February 2014 Short-term unsecured debentures No. 3/2013#1 2,000,000 1,000 2,000,000 8 November 2013 270 days 5 August 2014 Unsecured debentures No. 1/2013 2,000,000 1,000 2,000,000 28 June 2013 2 years 28 June 2015 a) Secured by letter of guarantee provided by a financial institution of Baht 300 million b) Secured by letter of guarantee provided by a financial institution of Baht 1,200 million c) Secured by letter of guarantee provided by a financial institution of Baht 1,800 million Under the debenture agreement, there are normal covenants relating to various matters as required in the normal course of business.

The debentures are detailed below.

ANNUAL REPORT 2013 PROPERTY PERFECT

187

c)

a) b)

Remark

26.

Long-term loans (Unit: Thousand Baht) Consolidated financial statements 2013 2012

Long-term loans Less: Current portion Long-term loans - net of current portion

6,611,879 (747,169) 5,864,710

5,157,028 (562,036) 4,594,992

Separate financial statements 2013 2012

3,742,484 (331,229) 3,411,255

2,713,993 (368,123) 2,345,870

The outstanding long-term loans are detailed as follows: The Company Long-term loans consist of loans granted by three financial institutions. The details are as follows: Balance 2013

End of contract date

2012 (Million Baht)

1) A facility of Baht 650.0 million 2) A facility of Baht 679.0 million 3) A facility of Baht 198.0 million 4) A facility of Baht 835.1 million 5) A facility of Baht 933.0 million 6) A facility of Baht 450.0 million 7) A facility of Baht 450.0 million 8) A facility of Baht 900.0 million 9) A facility of Baht 400.0 million 10) A facility of Baht 900.0 million 11) A facility of Baht 1,701.4 million 12) A facility of Baht 370.0 million 13) A facility of Baht 1,250.0 million 14) A facility of Baht 1,861.0 million 15) A facility of Baht 820.0 million 16) A facility of Baht 380.0 million 17) A facility of Baht 650.0 million Total Less: Current portion Long-term loans - net of current portion

29.2 126.0 176.0 226.4 278.0 450.0 210.7 275.0 319.3 217.0 179.0 601.7 282.9 131.3 240.0 3,742.5 (331.2) 3,411.3

304.8 126.0 176.0 26.2 393.5 450.0 174.4 327.2 172.8 281.8 217.0 1.0 63.3 2,714.0 (368.1) 2,345.9

January 2014 May 2014 June 2014 October 2016 October 2016 October 2015 February 2015 April 2016 Repaid in full January 2018 January 2018 October 2015 February 2017 March 2018 Repaid in full May 2016 February 2017

The loans are subject to interest at a rate tied to the minimum loan rate (MLR) and are to be repaid at rates of not less than 60% - 80% of the selling price each time that a plot of land and condominium unit is redeemed from mortgage. They are secured by the mortgage of parts of the Company’s project land and construction.

188

The subsidiaries Long-term loans consist of loans granted by five financial institutions. The details are as follows: Balance 2013

End of contract date

2012 (Million Baht)

A facility of Baht 385.0 million A facility of Baht 450.0 million A facility of Baht 290.0 million A facility of Baht 343.0 million A facility of Baht 650.0 million A facility of Baht 652.0 million A facility of Baht 215.6 million A facility of Baht 480.0 million A facility of Baht 1,632.0 million A facility of Baht 775.1 million A facility of Baht 401.2 million A facility of Baht 184.0 million A facility of Baht 515.4 million A facility of Baht 194.2 million A facility of Baht 218.0 million A facility of Baht 108.9 million A facility of Baht 772.0 million A facility of Baht 211.3 million A facility of Baht 370.3 million A facility of Baht 305.0 million A facility of Baht 198.6 million A facility of Baht 670.0 million A facility of Baht 228.5 million A facility of Baht 425.0 million A facility of Baht 391.0 million A facility of Baht 35.0 million

30.9 102.2 110.0 220.0 222.3 161.1 159.0 259.1 262.3 86.8 119.1 103.3 103.7 60.6 160.0 97.8 29.6 184.7 85.5 17.2 154.9 104.3 35.0

55.0 106.2 110.0 174.3 259.1 441.2 214.9 116.7 89.8 43.7 44.8 30.5 186.5 97.8 29.6 198.6 200.0 44.3 -

Total Less: Current portion Long-term loans - net of current portion

2,869.4 (416.0) 2,453.4

2,443.0 (193.9) 2,249.1

September 2016 Repaid in full September 2015 November 2015 September 2017 April 2017 June 2018 May 2016 May 2017 July 2015 February 2015 Repaid in full October 2014 October 2014 July 2015 November 2014 August 2015 Repaid in full June 2024 January 2016 December 2022 April 2014 September 2015 February 2017 October 2018 December 2018

ANNUAL REPORT 2013 PROPERTY PERFECT

1) 2) 3) 4) 5) 6) 7) 8) 9) 10) 11) 12) 13) 14) 15) 16) 17) 18) 19) 20) 21) 22) 23) 24) 25) 26)

189

The loans are subject to interest at a rate tied to the minimum loan rate (MLR) and are to be repaid at rates of not less than 65% - 70% of the selling price each time that a plot of land and condominium unit is redeemed from mortgage or in monthly installments as stipulated in the agreements. They are secured by the guarantee provided by the Company as discussed in Note 38.5 a) to the financial statements, and the mortgage of parts of the subsidiaries’ project land and construction.

The loan agreements contain normal covenants relating to various matters as required in the normal course of business.

As at 31 December 2013, the long-term credit facilities of the Company and its subsidiaries which have not been drawn down amounted to Baht 11,528.0 million (2012: Baht 9,825.0 million).

27. Provision for long-term employee benefits Provision for long-term employee benefits as at 31 December 2013 and 2012, which is compensations on employees’ retirement, was as follows: (Unit: Thousand Baht) Consolidated financial statements 2013

Defined benefit obligation at beginning of year Current service cost Interest cost Benefits paid during the year Increase from acquisitions of subsidiaries Actuarial loss Defined benefit obligation at end of year Unrecognised actuarial loss Unrecognised transitional provisions Provisions for long-term employee benefits at end of year

2012

Separate financial statements 2013

2012

120,298 11,253 4,042 (2,683) 132,910 (9,789) (29,443)

83,050 10,324 3,429 (3,865) 15,827 11,533 120,298 (10,573) (44,091)

80,913 7,796 3,016 91,725 (8,637) (22,575)

64,289 7,532 2,761 (3,865) 10,196 80,913 (9,343) (33,863)

93,678

65,634

60,513

37,707

Long-term employee benefit expenses included in the profit or loss under selling and administrative expenses was as follows: (Unit: Thousand Baht) Consolidated financial statements 2013 2012

Current service cost Interest cost Actuarial loss recognised during the year Transitional liability recognised during the year Total expense recognised in profit or loss

190

11,253 4,042 784 14,648 30,727

10,324 3,429 960 14,696 29,409

Separate financial statements 2013 2012

7,796 3,016 706 11,288 22,806

7,532 2,761 853 11,288 22,434

Principal actuarial assumptions at the valuation date were as follows: Consolidated financial statements (% per annum)

Separate financial statements (% per annum)

Discount rate 2.0 , 3.5 3.5 Future salary increase rate 5.0 - 7.0 5.0 - 7.0 Staff turnover rate 0.0 - 22.9 0.0 - 22.9 Amounts of defined benefit obligation and experience adjustments on the obligation for the current and previous four periods are as follows: (Unit: Thousand Baht) Defined benefit obligation Consolidated financial Separate financial statements statements

Year 2013 Year 2012 Year 2011 Year 2010 Year 2009

132,910 120,298 83,050 73,484 59,703

91,725 80,913 64,289 56,439 49,092

Experience adjustments on the obligation Consolidated financial Separate financial statements statements

4,638 -

4,051 -

28. Provisions (Unit: Thousand Baht) Consolidated and separate financial statements 2013

2012

45,306 (3,140) 42,166

10,907 32,759 (7,058) (36,608) -

Current Non-current

18,457 23,709

-

ANNUAL REPORT 2013 PROPERTY PERFECT

Balance as at beginning of year Provision for loss arising from minimum revenue guarantee Amounts due for payment Payment for minimum revenue guarantee Provision for loss arising from rental guarantee Payment for rental guarantee Balance as at end of year

191

Rental guarantee for the Fund On 30 October 2013, a subsidiary sold its dormitories to Uniloft Property Fund (“the Fund”), for a total consideration of Baht 514 million. In accordance with a resolution of a meeting of Board of Directors of the Company on 8 August 2013, the Company invested Baht 100.5 million in the Fund, giving it a 19.52% interest. The Company also entered into an operating lease agreement with the Fund in order to rent the properties for 3 years with rental rate set at Baht 43.5 million per annum, and the Fund having the right to extend the lease for a further year, with the same rental rate and conditions as for the first 3 years. The Company and its subsidiaries have no policy or option to buy back these properties in the future. Therefore, the sale and the cost of the sale of the properties were recognised in the consolidated statement of comprehensive income for the current year. However, the management’s assessment is that, in substance, the operating lease agreement is a guarantee of rental for the Fund over the period of 4 years, and is thus an onerous contract. Therefore, the management estimated the cost of the expenses expected to be incurred as a result of providing this rental guarantee, based on the present value of the difference between the projected dormitory rental income from individuals and the rental expense the Company has contracted to pay to the Fund, calculated on the basis of assumptions that are appropriate to the current operating results and circumstances of the dormitories. The Company thus recognised provision for the loss from the rental guarantee of Baht 45.3 million and recorded it as a separate item under the heading of “Loss arising from rental guarantee” in the statement of comprehensive income for the current year.

As at 31 December 2013, future minimum sublease payments expected to be received under non-cancellable subleases of the dormitories totaled approximately Baht 8.7 million (2012: Nil). During the year 2013, the Company recognised subleasing revenue of Baht 4.1 million (2012: Nil).

29. Share capital/Share discount The Annual General Meeting of the Company’s shareholders held on 27 April 2012 passed a resolution to approve increase in the registered share capital from Baht 4,779,565,176 (4,779,565,176 ordinary shares with a par value of Baht 1 each) to Baht 5,961,161,256 (5,961,161,256 ordinary shares with a par value of Baht 1 each) by issuing 787,730,720 ordinary shares with a par value of Baht 1 each to offer to the Company’s existing shareholders and issuing 393,865,360 ordinary shares with a par value of Baht 1 each to be reserved for the exercise of the warrants as described in Note 30 to the financial statements.

As at 31 December 2012, the Company’s issued and paid up share capital has increased to Baht 5,641,047,963 (5,641,047,963 ordinary shares of Baht 1 each), as a result of the issue of Baht 787,730,720 of additional ordinary shares with a par value of Baht 1 each, Baht 52,928,322 of ordinary shares with a par value of Baht 1 each being the result of the exercise of warrants (PF-W2) and Baht 73,932,601 ordinary shares with a par value of Baht 1 each being the result of the exercise of warrants (PF-W3) as discussed in Note 30 to the financial statements.

The Company registered the increase in its capital with the Ministry of Commerce on 29 June 2012, 6 July 2012 and 12 October 2012.

As at 31 December 2013, the Company’s issued and paid up share capital was increased to Baht 5,782,930,655 (5,782,930,655 ordinary shares with a par value of Baht 1 each), as a result of Baht 141,882,692 of ordinary shares with a par value of Baht 1 each being the result of the exercise of warrants (PF-W3) as discussed in Note 30 to the financial statements.

The Company registered the increase in its capital with the Ministry of Commerce on 3 April 2013 and 9 July 2013.

192

The share discount is detailed below.

(Unit: Thousand Baht) Consolidated and separate financial statements 2013

2012

Balance as at beginning of year 73,524 20,685 Increase from exercise of warrants (PF-W2) 52,839 Balance as at end of year 73,524 73,524 30. Warrants PF-W3 The Annual General Meeting of the Company’s shareholders held on 27 April 2012 passed a resolution to approve the issue of the warrants to the Company’s existing shareholders (PF-W3) in a ratio of 1 warrant for every 2 new ordinary shares to be offered to the Company’s existing shareholders as described in Note 29 to the financial statements, without specifying the offer price. Details are as follows: No. of warrants granted (Units) Life of warrants Exercisable Exercise price per 1 ordinary share (Baht) Exercise ratio (warrant to ordinary share) The balances of warrants (PF-W3) are detailed as follows:

393,865,295 3 years from the issue date Last business day of each quarter from the issue date 1.00 1:1 2013

Balance as at beginning of year Issue during the year Exercise during the year Balance as at end of year

319,932,694 (141,882,692) 178,050,002

2012

393,865,295 (73,932,601) 319,932,694

ANNUAL REPORT 2013 PROPERTY PERFECT

31. Statutory reserve Pursuant to Section 116 of the Public Limited Companies Act B.E. 2535, the Company is required to set aside to a statutory reserve at least 5% of its net profit after deducting accumulated deficit brought forward (if any), until the reserve reaches 10% of the registered capital. The statutory reserve is not available for dividend distribution.

193

32. Expenses by nature Significant expenses by nature are as follows: (Unit: Thousand Baht) Consolidated financial statements 2013 2012

Salaries, wages and other employee benefits Depreciation and amortisation Rental and service expenses from operating lease and service agreements Specific business tax and transfer fees Marketing expenses Project management expenses Loss arising from minimum revenue guarantee Loss arising from rental guarantee Transaction costs of business combination Loss on exchange Real estate development during the year Changes in real estate projects Finance cost

1,184,510 151,314

760,205 89,512

425,805 367,762 391,819 341,541 677,089 680,836 293,563 266,052 32,759 45,306 23,893 13,487 94,688 8,609,109 8,891,142 (2,318,678) (3,652,991) 1,144,918 918,191

Separate financial statements 2013 2012

468,459 49,015

430,644 52,416

208,534 189,612 195,867 240,003 409,259 422,662 214,260 200,512 32,759 45,306 3,791,735 5,187,083 (792,292) (1,606,729) 898,206 755,899

33. Income tax Income tax expenses (income) for the years ended 31 December 2013 and 2012 are made up as follows: Consolidated financial statements 2013 2012 (Restated)

Current income tax: Current income tax charge Adjustment in respect of current income tax of previous year Deferred tax: Relating to origination and reversal of temporary differences Effects of changes in the applicable tax rates Income tax expenses (income) reported in the statement of comprehensive income

194

(Unit: Thousand Baht) Separate financial statements 2013 2012 (Restated)

72,857

139,176

1,550

110,441

(1,731)

-

(1,731)

-

(13,568) -

(30,213) 3,941

(31,811) -

6,753 (881)

57,558

112,904

(31,992)

116,313

The amounts of income tax relating to each component of other comprehensive income for the years ended 31 December 2013 and 2012 are as follows: (Unit: Thousand Baht) Separate financial statements 2013 2012 (Restated)

Consolidated financial statements 2013 2012 (Restated)

Deferred tax relating to gain or loss on change in value of available-for-sale investments

70 70

(904) (904)

70 70

(904) (904)

Reconciliation between income tax expenses (income) and the product of accounting profit (loss) multiplied by the applicable tax rates for the years ended 31 December 2013 and 2012.

(Unit: Thousand Baht) Separate financial statements 2013 2012 (Restated)

Consolidated financial statements 2013 2012 (Restated)

98,979

315,628

(185,336)

476,108

19,796

72,594

(37,067)

109,505

(1,731) 15,688 (12,790)

3,941 15,763 (14,943)

(1,731) 6,975 (169)

(881) 8,835 (1,146)

59,252 (20,032) (2,625)

67,977 (30,829) (1,599)

-

-

57,558

112,904

(31,992)

116,313

The tax rate enacted at the end of the reporting period of the Company and its subsidiaries is between 0% and 43.48% (2012: 0% and 43.48%).

ANNUAL REPORT 2013 PROPERTY PERFECT

Accounting profit (loss) before tax Income tax at Thai corporate income tax rate of 20% (2012: 23%) Adjustment in respect of current income tax of previous year Effect of change in the applicable tax rate Tax effect of non-deductible expenses Tax effect of non-taxable income Tax effect of loss for the current year at corporate income tax rate of subsidiaries Difference of tax rates in group companies Others Income tax expenses (income) reported in the statement of comprehensive income

195

The components of deferred tax assets and deferred tax liabilities are as follows: (Unit: Thousand Baht) Consolidated financial statements As at 31 As at 31 December December 2013 2012 (Restated)

Deferred tax assets Reduce cost of project development cost to net realisable value Allowance for asset impairment Provision for long-term employee benefits Provision for loss arising from minimum revenue guarantee Provision for loss arising from rental guarantee Provision for juridical fund Deposits and cash received in advance and installments due per agreements Unused tax loss Difference of tax and accounting of borrowing costs Difference of tax and accounting of cost of clubhouses Others Total Deferred tax liabilities Revaluation surplus of assets at business combination date Others Total Deferred tax assets - net

Statement of financial position Separate financial statement

As at As at 31 As at 31 1 January December December 2012 2013 2012 (Restated)

As at 1 January 2012

41,890 1,079 20,777 -

43,403 1,079 15,584 -

45,238 1,079 4,853 2,181

33,075 1,079 12,103 -

30,961 1,079 7,542 -

31,136 1,079 3,828 2,181

8,433 18,257

16,021

14,055

8,433 13,768

12,524

11,338

106,182 119,126 65,668 42,061 18,090 441,563

96,433 154,556 75,782 33,914 10,593 447,365

36,317 89,604 87,948 18,144 2,666 302,085

24,004 65,668 36,961 1,280 196,371

6,353 75,782 29,474 775 164,490

16,999 87,948 15,048 1,709 171,266

-

-

-

-

164,490

171,266

(107,751) (129,206)

(1,679) (757) (289) (109,430) (129,963) (289) 332,133 317,402 301,796 196,371

The Company and its subsidiaries calculated deferred tax assets based on a reduction in the corporate income tax rate from 30% to 23% in 2012, and then to 20% as from 2013 in compliance with Royal Decree B.E. 2554 in December 2011 governing corporate income tax reduction.

As at 31 December 2013, the Company and its subsidiaries in Thailand had deductible temporary differences and unused tax losses totaling Baht 85.3 million (2012: Baht 35.7 million) (Separate financial statements: Baht 24.7 million (2012: Baht 20.5 million)) and its subsidiaries in Japan, where the tax bases differ from the tax bases in Thailand, had unused tax losses totaling JPY 2,910.0 million (2012: JPY 2,072.9 million). Deferred tax assets were not recognised as the Company and its subsidiaries believe future taxable profits may not be sufficient to allow utilisation of the temporary differences and unused tax losses.

196

34. Earnings per share Basic earnings per share is calculated by dividing profit (loss) for the year attributable to equity holders of the Company (excluding other comprehensive income) by the weighted average number of ordinary shares in issue during the year.

Diluted earnings per share is calculated by dividing profit for the year attributable to equity holders of the Company (excluding other comprehensive income) by the weighted average number of ordinary shares in issue during the year plus the weighted average number of ordinary shares which would need to be issued to convert all dilutive potential ordinary shares into ordinary shares. The calculation assumes that the conversion took place either at the beginning of the year or on the date the potential ordinary shares were issued.

The following table sets forth the computation of basic and diluted earnings per share:

Profit for the year 2013 Thousand Baht

Basic earnings per share Profit attributable to equity holders of the Company 82,929 Effect of dilutive potential ordinary shares Warrants PF-W2 Warrants PF-W3 Diluted earnings per share Profit of ordinary shareholders assuming the conversion of dilutive potential ordinary shares 82,929

2012 Thousand Baht (Restated)

Consolidated financial statements Weighted average number of ordinary shares Earnings per share 2013 Thousand shares

2012 Thousand shares

2013 Baht

(Restated)

257,855 5,724,148 5,157,473 0.01449 -

2012 Baht

85,986

0.05000

42,285 16,258

257,855 5,810,134 5,216,016 0.01427

0.04944

ANNUAL REPORT 2013 PROPERTY PERFECT

197

Profit for the year 2013 Thousand Baht

2012 Thousand Baht (Restated)

Separate financial statements Weighted average number of ordinary shares Earnings per share 2013 Thousand shares

2012 Thousand shares

2013 Baht

2012 Baht (Restated)

Basic earnings per share Profit (loss) attributable to equity holders of the Company (153,344) 359,795 5,724,148 5,157,473 (0.02679) 0.06976 Effect of dilutive potential ordinary shares Warrants PF-W2 42,285 Warrants PF-W3 16,258 Diluted earnings per share Profit of ordinary shareholders assuming the conversion of dilutive potential ordinary shares 359,795 5,216,016 0.06898 Since the warrants (PF-W3) would decrease loss per share in the separate financial statements for the year ended 31 December 2013, the Company has not assumed conversion of the warrants in calculation of diluted earnings per share in the separate financial statements for the year ended 31 December 2013.

35. Financial information by segment Operating segment information is reported in a manner consistent with the internal reports that are regularly reviewed by the chief operating decision maker in order to make decisions about the allocation of resources to the segment and assess its performance. The chief operating decision maker has been identified as Chief Executive Officer.

For management purposes, the Company and its subsidiaries are organised into business units based on their products and services and have four reportable segments as follows: w The property development segment involving development of single detached houses, townhouses and condominiums w The construction segment involving service to construct single detached houses, townhouses and condominiums of the Group w The service segment involving operating club houses of the Group w The hotel segment involving hotel operation in Japan The basis of accounting for any transactions between reportable segments is consistent with that for third party transactions.

The following tables present revenue, profit and loss and total assets information regarding the Company and its subsidiaries’ operating segments for the years ended 31 December 2013 and 2012, respectively.

198

9,999,475

3,287,325

30,514,831

Segment profit (loss)

Segment total assets

8,826,921 8,826,921

3,197,818

25,864,730

Year ended 31 December 2012 Revenue from external customers Inter-segment revenues Total revenues

Segment profit (loss)

Segment total assets

Property development

9,999,475 -

Property development

Year ended 31 December 2013 Revenue from external customers Inter-segment revenues Total revenues

ANNUAL REPORT 2013 PROPERTY PERFECT

199

254,571

39,903

714,815 714,815

Construction

263,767

(84,091)

705,037 705,037

Construction

12,671

(587)

17,933 17,933

Service

14,080

(680)

20,185 20,185

Service

1,030,551

84,309

275,661 275,661

Hotel

899,459

382,220

1,018,433

-

1,018,433

Hotel

27,162,523

3,321,443

9,102,582 732,748 9,835,330

Total reportable segments

31,692,137

3,584,774

11,017,908 725,222 11,743,130

Total reportable segments

30,668,102

3,652,708

11,017,908 11,017,908

Consolidated

(986,905)

(39,234)

(732,748) (732,748)

26,175,618

3,282,209

9,102,582 9,102,582

(Unit: Thousand Baht) Adjustments and eliminations Consolidated

(1,024,035)

67,934

(725,222) (725,222)

Adjustments and eliminations

(Unit: Thousand Baht)

Geographic information Revenues from external customers are based on locations of the customers.

(Unit: Thousand Baht) 2013

Revenues from external customers Thailand Japan Total Non-current assets (other than financial instruments and deferred tax assets) Thailand Japan Total

2012

9,999,475 1,018,433 11,017,908

8,826,921 275,661 9,102,582

8,920,745 643,105 9,563,850

9,298,524 712,630 10,011,154

36. Provident fund The Company, its subsidiaries and their employees have jointly established provident funds in accordance with the Provident Fund Act B.E. 2530. The Company, its subsidiaries and their employees contributed to the fund monthly at the rate of 3% - 10% of basic salary. The fund, which is managed by Kasikorn Asset Management will be paid to employees upon termination in accordance with the fund rules. During the current year, the Company and its subsidiaries contributed Baht 28.8 million (2012: Baht 25.2 million) (Separate financial statements: Baht 22.7 million (2012: Baht 20.0 million)) to the fund.

37. Dividends Approved by

Final dividend for 2012

Total dividends

Dividend per share

Annual General Meeting of the shareholders on 25 April 2013 Baht 187.5 million Baht 0.033 Final dividend for 2011 Annual General Meeting of the shareholders on 27 April 2012 Baht 189.1 million Baht 0.040 38. Commitments and contingent liabilities As at 31 December 2013, the Company and its subsidiaries had commitments as follows: 38.1 Capital commitments a) The Company and its subsidiaries had outstanding commitments of approximately Baht 4,382.3 million (2012: Baht 1,869.0 million) in respect of construction contracts of land and house projects and residential condominium units of which the Company and its subsidiaries had already entered into contracts with subcontractors. b) The Company and its subsidiaries had outstanding capital commitments of approximately Baht 925.6 million (2012: Baht 817.7 million) in respect of purchases of land.

200

c) The subsidiary had outstanding capital commitments of approximately Baht 12.8 million (2012: Baht 13.8 million) in respect of land lease for real estate development. d) The subsidiaries had outstanding capital commitment of approximately Baht 583.9 million (2012: Baht 62.7 million) in respect of construction, a design contract for shopping center and office project and consulting contract.

38.2 Operating lease and service commitments The Company and its subsidiaries have entered into several lease and service agreements in respect of the lease of land, condominium, vehicles, advertising board, office space and various services. The terms of the agreements are generally between 1 and 5 years. Operating lease and service agreements are non-cancellable.

Future minimum lease payments required under these non-cancellable operating lease and service contracts were as follows.

(Unit: Million Baht) 2013

2012

ANNUAL REPORT 2013 PROPERTY PERFECT

Payable within: Less than 1 year 101.7 69.1 2 to 5 years 65.0 48.7 During the year 2013, the Company and its subsidiaries recognised rental and service expenses of Baht 425.8 million (2012: Baht 367.8 million) (Separate financial statements: Baht 208.5 million (2012: Baht 189.6 million)).

38.3 Long-term service commitments a) The Company has entered into clubhouse management agreements with its subsidiary. Under the conditions of these agreements, the Company is to pay monthly service fees as stipulated in the agreements. The fees for the year 2013 amounting to approximately Baht 15.6 million (2012: Baht 14.8 million) were recognised as expenses. b) The subsidiaries had consultation agreements in respect of the real estate project, effective from July 2011 to December 2016. Under the conditions of the agreements, the subsidiaries are to pay a monthly service fee and annual property management fee as stipulated in agreement. During the year 2013, the subsidiaries recognised fee expenses of Baht 15.4 million (2012: Baht 7.2 million).

38.4 Other commitment The subsidiaries had outstanding commitments in respect of land lease agreements as discussed in Note 21 to the financial statements.

38.5 Guarantees a) The Company has guaranteed bank credit facilities of its subsidiaries amounting to Baht 12,133.8 million (2012: Baht 8,174.7 million).

201

b) There were outstanding bank guarantees of approximately Baht 4,120.8 million (2012: Baht 4,906.6 million) issued by the banks on behalf of the Company and its subsidiaries in respect of certain performance bonds as required in the normal course of business. These included letters of guarantee amounting to Baht 820.8 million (2012: Baht 631.6 million) to guarantee the public utilities and Baht 3,300.0 million (2012: Baht 4,275.0 million) to guarantee the debentures.

38.6 Litigations Outstanding litigations as at 31 December 2013 are detailed below. a) The Company was sued by 88 residents of one project with claims totaling Baht 111 million for damages as a result of breach of contract, accusing the Company of fraud, and claiming depreciation of land and houses at a rate of 16% of the current price. The cases are currently being considered by the Court of First Instance. The management of the Company believes that the Company will not incur significant losses as a result of these cases, because the grounds on which the residents are suing, with the accusation of fraud, are not credible facts. Moreover, the period for buying the houses expired more than 10 years ago and the statute of limitations for legal action over cases of fraud has expired. Finally, some of the residents did not buy the land and houses directly from the Company, but from a previous owner who was a customer of the Company. They therefore cannot cite fraud. b) The Company was sued by 2 residents of separate projects with claims for damages totaling Baht 8.0 million as a result of substandard construction work. The cases are currently being considered by the Civil Court. The management of the Company believes that the Company will not incur significant losses as a result of these cases. c) A subsidiary, Estate Perfect Company Limited, has been sued by a contractor with a claim for payment of construction costs amounting to Baht 7.5 million. However, the subsidiary countersued the contractor for the return of moneys amounting to Baht 8.4 million, since the subsidiary paid for more construction than was delivered to the subsidiary by the contractor. The court dismissed the case and ordered the plaintiff to pay Baht 0.1 million to the subsidiary, but the plaintiff appealed and the Appeals Court reversed the decision of the Court of First Instance and ordered the subsidiary to pay the plaintiff Baht 6.7 million plus interest at a rate of 7.5% per annum from 30 August 2006 until settlement is made, but with interest calculated up to the date of the lawsuit not to exceed Baht 0.8 million. The subsidiary has appealed to the Supreme Court, which is currently considering the case. Nevertheless, the subsidiary has not set aside provision for losses resulting from this event, since the decision of the Appeals Court differed substantially from that of the Court of First Instance, and it can be seen as a decision made on a different factual basis from that of the Court of First Instance, which is the court that examines the evidence. The subsidiary therefore takes the view that it would be appropriate to hear the opinion of the Supreme Court, which will finalise the case. However, the management of the subsidiary believes that the subsidiary will suffer no significant loss as a result of this litigation. d) On 18 November 2011, the Central Bankruptcy Court ordered the termination of the rehabilitation plan of a subsidiary, We Retail Public Company Limited, since the subsidiary had completely complied with the rehabilitation plan. However, the subsidiary still has debts per rehabilitation plan amounting to Baht 9.8 million, which is a liability resulting from a fire. The subsidiary will pay not more than Baht 5.0 million of this liability when the comptroller issues an order holding the subsidiary responsible for the fire, and

202

will claim this amount from its insurance company. Currently, the subsidiary has not received this amount from its insurance company since the comptroller is still considering the case.

39. Financial instruments 39.1 Financial risk management The Company’s and its subsidiaries’ financial instruments, as defined under Thai Accounting Standard No.107 “Financial Instruments: Disclosure and Presentations”, principally consist of the following.

Financial assets

Financial liabilities

-

ANNUAL REPORT 2013 PROPERTY PERFECT

Cash and cash equivalents - Trade and other payables Trade and other receivables - Leasehold rights payable Accounts receivable - land - Notes payable Advances to contractors - Short-term loan from related party Restricted deposits - Deposits and cash received in advance Loans to related companies - Debentures Retention per agreement - Long-term loans Other long-term investments - Deposits and cash received in advance for sublease Advances for purchases of land agreement The financial risks associated with these financial instruments and how they are managed is described below.

Credit risk The Company and its subsidiaries are exposed to credit risk primarily with respect to trade and other receivables, accounts receivable - land and loans. The Company and its subsidiaries manage the risk by adopting appropriate credit control policies and procedures and therefore do not expect to incur material financial losses. In addition, the Company and its subsidiaries do not have high concentration of credit risk since they have a large customer base. The maximum exposure to credit risk is limited to the carrying amounts of trade and other receivables, accounts receivable - land and loans as stated in the statement of financial position.

Interest rate risk The Company and its subsidiaries are exposed to interest rate risk relating primarily to their cash at banks, loans, notes payable, debentures and loans. However, since most of the Company’s and its subsidiaries’ financial assets and liabilities bear floating interest rates or fixed interest rates which are close to the market rate, the interest rate risk is expected to be minimal.

Significant financial assets and liabilities classified by type of interest rates are summarised in the table below on the maturity date or, the repricing date if this occurs before the maturity date.

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(Unit: Million Baht) As at 31 December 2013 Consolidated financial statements Fixed interest rates Within 1 year

Financial assets Cash and cash equivalents Trade and other receivables Accounts receivable - land Advances to contractors Restricted deposits Retention per agreement Other long-term investments Advances for purchases of land Financial liabilities Trade and other payables Leasehold rights payable Notes payable Deposits and cash received in advance Debentures Long-term loans Deposits and cash received in advance for sublease agreement

204

1-5 years

Over 5 years

Floating interest rate

Noninterest bearing

Total

Interest rate (% p.a.)

309.4 309.4

-

-

1,228.9 1.9 1,230.8

6.3 199.1 200.7 317.4 100.0 110.9 660.1 1,594.5

1,235.2 0.00 - 1.75 199.1 200.7 317.4 311.3 1.75 - 2.50 100.0 110.9 660.1 3,134.7

-

-

-

512.5

2,716.5 285.4 -

2,716.5 285.4 512.5

4,299.2 6,948.9 -

-

6,611.9

4,299.2 6,948.9

-

7,124.4

MOR

341.0 341.0 11,248.1 4.60 - 6.05 6,611.9 MLR 42.7 42.7 3,385.6 21,758.1

-

(Unit: Million Baht) As at 31 December 2013 Consolidated financial statements Fixed interest rates Within 1 year

Financial assets Cash and cash equivalents Trade and other receivables Accounts receivable - land Advances to contractors Restricted deposits Retention per agreement Other long-term investments Advances for purchases of land

40.0 40.0

1-5 years

23.8 23.8

Financial liabilities Trade and other payables Leasehold rights payable Notes payable Deposits and cash received in advance Debentures 4,298.3 5,402.6 Long-term loans Deposits and cash received in advance for sublease agreement 4,298.3 5,402.6

Over 5 years

Floating interest rate

Noninterest bearing

Total

Interest rate (% p.a.)

-

866.8 2.6 869.4

93.5 145.2 15.5 73.5 100.0 55.6 379.8 863.1

960.3 0.13 - 0.88 145.2 15.5 73.5 66.4 1.95 - 2.50 100.0 55.6 379.8 1,796.3

-

549.1 5,157.0

1,537.0 40.0 305.1 -

1,537.0 40.0 549.1 MOR 305.1 9,700.9 4.75 - 5.80 5,157.0 MLR

-

5,706.1

45.6 45.6 1,927.7 17,334.7

-

ANNUAL REPORT 2013 PROPERTY PERFECT

205

(Unit: Million Baht) As at 31 December 2013 Separate financial statements Fixed interest rates

Financial assets Cash and cash equivalents Trade and other receivables Accounts receivable - land Advances to contractors Restricted deposits Loans to related companies Retention per agreement Other long-term investments Advances for purchases of land

Within 1 year

1-5 years

23.8 23.8

-

Financial liabilities Trade and other payables Notes payable Short-term loan from related party Deposits and cash received in advance Debentures 4,299.2 6,948.9 Long-term loans Deposits and cash received in advance for sublease agreement 4,299.2 6,948.9

206

Over 5 years

Floating interest rate

Noninterest bearing

2.2 99.9 27.5 158.1 100.0 110.9 486.9 985.5

Total

Interest rate (% p.a.)

-

799.6 1.7 3,456.3 4,257.6

801.8 0.13 - 1.75 99.9 27.5 158.1 25.5 1.75 3,456.3 5.10 - 5.42 100.0 110.9 486.9 5,266.9

-

187.8 75.0 3,742.5

1,136.8 1,136.8 187.8 MOR 75.0 7.38 85.6 85.6 11,248.1 4.60 - 6.05 3,742.5 MLR

-

4,005.3

42.7 42.7 1,265.1 16,518.5

-

(Unit: Million Baht) As at 31 December 2013 Separate financial statements Fixed interest rates Within 1 year

Financial assets Cash and cash equivalents Trade other receivables Accounts receivable - land Advances to contractors Restricted deposits Loans to related companies Retention per agreement Other long-term investments Advances for purchases of land

-

1-5 years

23.8 23.8

Over 5 years

-

Floating interest rate

544.9 2.2 3,260.3 3,807.4

Noninterest bearing

2.7 74.6 15.5 59.1 100.0 55.6 260.5 568.0

Total

Interest rate (% p.a.)

547.6 0.00 - 0.88 74.6 15.5 59.1 26.0 1.95 3,260.3 1.00 - 7.38 100.0 55.6 260.5 4,399.2

ANNUAL REPORT 2013 PROPERTY PERFECT

Financial liabilities Trade and other payables 746.6 746.6 Notes payable 333.4 333.4 MOR Deposits and cash received in advance 48.9 48.9 Debentures 4,298.3 5,402.6 9,700.9 4.75 - 5.80 Long-term loans 2,714.0 2,714.0 MLR Deposits and cash received in advance for sublease agreement 45.6 45.6 4,298.3 5,402.6 3,047.4 841.1 13,589.4 Foreign currency risk The subsidiary exposure to foreign currency risk arises from borrowing from the Company that are denominated in foreign currency. The transaction is planned to settle in the foreseeable future. The subsidiary seeks to reduce this risk by entering into forward exchange contracts when it considers appropriate. The forward contracts mature within one year.

207

Foreign exchange contracts outstanding are summarised below.

Foreign currency

Baht

579

Foreign currency

Baht

Bought amount Contractual exchange rate Bought

3.0900 - 3.1440

Bought amount Contractual exchange rate Bought

636

2.8010 - 2.8425

As at 31 December 2013 Contractual maturity date

30 September and 26 December 2014 As at 31 December 2013 Contractual maturity date

29 March and 27 December 2013

39.2 Fair value of financial instruments Since the majority of the Company’s and its subsidiaries’ financial assets and liabilities are short-term or have interest rates close to the market rates, the fair values of these financial assets and liabilities are not expected to differ materially from the amounts presented in the statement of financial position.

A fair value is the amount for which an asset can be exchanged or a liability settled between knowledgeable, willing parties in an arm’s length transaction. The fair value is determined by reference to the market price of the financial instrument or by using and appropriate valuation technique, depending on the nature of the instrument.

40. Capital management The primary objective of the Company’s capital management is to ensure that it has appropriate capital structure in order to support its business and maximise shareholder value. As at 31 December 2013, the Group’s debt-to-equity ratio was 2.55:1 (2012: 2.03:1) and the Company’s was 2.12:1 (2012: 1.70:1).

41. Approval of financial statements These financial statements were authorised for issue by the Company’s Board of Directors on 27 February 2014.

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The Board of Directors’ Responsibilities for Financial Reports Property Perfect Public Company Limited’s and subsidiaries’ financial statements are prepared in compliance with accounting standard stipulated in the Accounting Professions Act B.E.2547, presented in accordance with the requirements in the Department of Business Development’s announcement on 14 September 2001 regarding in the Accounting ACT.B.E.2543, and adjusts accounting practices to be in line with the Federation of Accounting Professions Notification 9/2007, 38/2007 and 62/2007 concerning the accounting standard.

The Board of Directors has appointed the Audit Committee comprising non-executive directors to take responsible for financial reports to follow the account standard and related regulators, disclose adequate and on-time information, and have internal control system to supervise internal control activities and the Audit Committee’s Opinions in the Audit Committee’s reports shown in the annual report The Board of Directors takes responsible for Property Perfect’s and its subsidiaries’ financial reports prepared to ensure that financial position, revenue, expense and cash flow are presented accurately and reasonably. The Board of Directors prepares accurate and complete accounting records to maintain assets, and internal control system to prevent fraudulent irregularities activities. The Board of Directors has selected the appropriated and constantly practical accounting policy in preparing the financial reports to reflect the company’s actual performance in compliance with the Generally Accepted Accounting principles and adequate information disclosure in notes to financial statements. Auditor expresses opinions on Property Perfect’s and subsidiaries’ financial statements in auditors’ report.

Dr.Tawatchai Nakata Chairman

Chainid Adhyanasakul Chief Executive Officer

ANNUAL REPORT 2013 PROPERTY PERFECT

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Audit Committee Report 2013 Dear valued shareholders Property Perfect Public Company Limited’s Audit Committee comprises three independent directors - having Mr.Krish Follett as Chairman, and Mr. Somsak Toruksa and Dr. Thamnoon Ananthothai as directors. Miss Duangporn Roemyindi, director of the internal audit office, was appointed the committee’s secretary.

In 2013, the Audit Committee followed through the Audit Committee Charter, which was endorsed by the Board.

It organized 9 meetings to review financial information, connected transactions between the company and subsidiaries affiliates and related companies and the performance of the internal audit office. It had two meeting to discussions with the auditor for the exchange of views on the company’s internal control and accounting. The Audit Committee’s major activities can be summarized as below: 1. To review quarterly and yearly financial statements, and yearly consolidated financial statements for the year 2013 The Audit Committee reviewed the financial statements, every time with the presence of executives for explanatory purposes. It also had two meeting with the auditor, for an updated opinion on the company’s internal control and accounting, to ensure that the financial statements were prepared appropriately, and in compliance with the Generally Accepted Accounting Principles and other related regulations. The committee also has duty to assure accounting system’s accuracy and reliability and sufficient and on-time information disclosure in financial statements to benefit investors and financial statements users in making investment decision. All paper document involved in the reviews of financial statements and the internal control was completely stored, for examination of all involved.

2. To review connected transactions The Audit Committee reviewed the connected transactions of the Company, subsidiaries, joint ventures and related companies, to ensure that the Company took into account the necessity and appropriateness of such connected transactions and put the Company’s interests as the top priority. It ensures that the transactions comply with the specified criteria and are properly and sufficiently disclosed.

3. To review risk management The Audit Committee comprehensively reviewed the enterprise risk management efficiency, taking into account reports and explanation from the Risk Management Committee through regular opinion exchange with the Risk Management Committee. This was to ensure that the Company maintains risks at acceptable levels and achieves business goals. The Audit Committee also advised the internal control unit on the upgrade of its plan in line with the Company’s risk management, to ensure that the internal control covers enterprise risks - a key element to pave way for the Company’s achievements.

The Audit Committee also recommended the company in preparing for incidents that may affect the business operations, such as political protests. The company is urged to have the business contingency plan, to ensure no business disruption in light of such incidents. The company was also instructed to be thorough in investment plans, while the business strategy and business plans should be reviewed to fit the changing economic, political and social condition.

4. To review good governance issues Audit Committee ensured that the company’s information disclosure is in line with the Securities and Exchange Act and other laws related to the company’s business operations, for the confidence among shareholders and investors.

5. To review evaluation of internal control system Audit Committee reviews in the way of COSO as to whether the company’s internal control system is appropriate, to achieves its objectives in using resources efficiently and effectively, and has a preventive system to reduce mistakes, damages and deplete the company’s resources as well as whether the financial statements is reliable. The committee also reviews the auditor’s comments on the internal control, reports the review to the Board of Directors, and monitor progress on the company’s actions upon the auditor’s recommendations.

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6. To review internal audit The Audit Committee endorsed the internal control unit’s annual risk-based audit plan; recommended additional techniques in system analysis to ensure added value of annual audits to the company; acknowledged the annual 2013 internal audit assessment report; produces extra remarks on internal control improvement; and ensured the efficient and effective internal audit for acceptable risks and changing environment.

Audit Committee ensured that the company improved its operations in line with suggestions on significant issues stated in the internal audit assessment report. Audit Committee also devised plans for the transformation from operational audit approach to risk-based audit approach, to come up with efficient and effective advice for the management. It also evaluates the performance of the Internal Control Office director, to ensure his independence and compliance to the plan and professional requirements.

7. To review the company’s monitoring and operating performance evaluation system Audit Committee reviews the company’s performance to ensure that the company follows the targets and adjusts operation to be accordance with the changed situation. The committee supports the company to determine clearer performance evaluation and indicators and enhance the internal control become a part of normal practice of management.

8. To conduct self-assessment Audit Committee carried out self-assessment in many aspects including the number of meetings, scope of power, internal control, financial reporting, compliance to rules and regulations, coordination with the auditor, the supervision and improvement of internal control, in order to improve its operations and reporting to the Board.

9. To screen auditor Audit Committee selected the auditor upon on the auditor’s independence and defined the appropriate fee. The decision was forwarded to the Board and later submitted to the shareholder meeting for approval. E.Y. Office Company Limited was appointed as the auditor for year 2014.

10. To advise and give recommendations to the executive committee Audit Committee examined and gave advice to the executive committee on finance, accounting and legal, to assure that the company achieves the designated business goals. The Audit Committee made a trip to inspect the hotel business in Japan, to keep abreast of the company’s investment and accumulate information on the hotel’s operations, so that it could advise on the operations and internal control to the Board of Directors and the management.

Audit Committee constantly reports resolutions of all meetings to the Board of Directors, independently practices assigned tasks on behalf of the Audit Committee with knowledge and competence, and gives suggestions straightly and appropriately for interests of the company, shareholders and other stakeholders.

ANNUAL REPORT 2013 PROPERTY PERFECT

(Mr. Krish Follett) Chairman of the Audit Committee 27 February 2014

211

Auditor Fee Accuracy Sanctification Form The fiscal year end on 31 December 2013 Item Audit Fee

1 2 3 4 5 6 7 8 9 10 11 12

Payer

Property Perfect Public Company Limited Estate Perfect Co.,Ltd. Perfect Sport Club Co.,Ltd. Bright Development Bangkok Co.,Ltd. Centre Point Shopping Mall Co.,Ltd. Residence Number Nine Co.,Ltd. U & I Construction Bangkok Co.,Ltd. Perfect Prefab Co.,Ltd. Uniloft Service (Thailand) Co.,Ltd. We Retail Public Company Limited Chiangmai Development Co.,Ltd. Mariya Stuff Co.,Ltd. Total Fee

Auditor

EY Office Limited EY Office Limited EY Office Limited EY Office Limited EY Office Limited EY Office Limited EY Office Limited EY Office Limited EY Office Limited EY Office Limited EY Office Limited EY Office Limited

Fee

2,050,000 600,000 100,000 400,000 120,000 200,000 250,000 120,000 80,000 880,000 100,000 80,000 4,980,000

The above information is

Accurate. I certify there is no other service I know of that the company and subsidiaries awarded to me, my auditing firm, and individuals or companies connected to me.

Inaccurate. Note:………………………………………………………………………………………………………………. .………………………………………………………………………………………………………………………………………………

To improve the above information (if any), I affirm the accuracy of all information in this form that shows the audit fee and other service fee that the company and subsidiaries pay to me, my auditing firm, and individuals or companies connected to me.

(Supachai Phanyawattano) EY Office Limited (Formerly known as Ernst & Young Office Limited) Auditor of Property Perfect Public Company Limited

212