Annual Report 2008 by Piyanuch Meechit

Corporate structure of Raimon Land Public Company Limited in 2008

Raimon Land Public Company Limited

Active Subsidiaries

Inactive Subsidiaries 99.99%

99.99% Wireless One Residences Co., Ltd.

Raimon Land Property Co., Ltd. Develop Amalfi 95% Raimon Land Park View Development (a) Company Limited Develop 185 Rajadamri

Raimon Land Planner Co., Ltd.

99.99%

55% Strategic Property Co., Ltd.

98.59% Contemporary Property Co., Ltd. Develop The Lofts Yennakart

40% Ficus Benga Co., Ltd.

11%

(c)

dissolved 49% Taksin Hotel Holding Co., Ltd.

(b)

40%

(c)

Raimon Construction Co., Ltd. dissolved

99.99% Active Jointly Controlled Entities Taksin Properties Co., Ltd. Develop The River

51%

Raimon Land Development Co., Ltd. Develop The Lofts Southshore and The Edge

99.93% Raimon Land Resorts Co., Ltd. Investment and Service

51% Raimon Land Residences Co., Ltd.

51% Ploenchit Residences Co., Ltd. Hold Ploenchit land

Remarks (a)

Lehman Brothers Commercial Corporation Asia Ltd. (“LBBCA”) has the right to require Raimon Land Plc. to sell 25% of the subsidiary’s total share to LBBCA or a designated person under the Option Agreement, approved by the Board of Directors on 14 November 2007.

(b)

Lehman Brothers Bangkok Riverside Development Pte. Ltd. (“LBBRD”) holds 25% of the subsidiary’s total share since 14 September 2007, under which LBBRD require Raimon Land Plc. to purchase (Option Shares) from it during the period between 14 June 2008 and 13 September 2009.

(c)

The extraordinary general meeting of Ficus Benga Co., Ltd. and Raimon Construction Co., Ltd. has resolved to dissolve and liquidate the companies on 20 July 2007 and now they are in the liquidation process.

ANNUAL REPORT 2008 RAIMON LAND PLC.

General Information of the Company, Subsidiaries, Jointly Controlled Entities, Associates and Other Related Companies Company (Registration No.) 1)

Raimon Land Public Co. Ltd. (0107536001508)

Authorized Capital (baht)

Paid-up Capital (baht)

% of Investment

Property development

4,172,060,340

2,999,798,651

Address

Business

The Millennia Tower, 22/F, Unit 2201-3, 62 Langsuan Road, Lumpini, Pathumwan, Bangkok 10330 Tel: 66 (0) 2651 9600-4, (0) 2651 9615-6 Fax: 66 (0) 2651 9614 E-mail: info@raimonland.com Website: www.raimonland.com

Subsidiaries

Raimon Land Property Co., Ltd. (0105549071761)

The Millennia Tower, 22/F, Unit 2201-3, 62 Langsuan Road, Lumpini, Pathumwan, Bangkok 10330 Tel: 66 (0) 2651 9600-4, (0) 2651 9615-6 Fax: 66 (0) 2651 9614

Property development

10,000,000

99.99%

Raimon Land Park View Development Co., Ltd. (0105549121467)

The Millennia Tower, 22/F, Unit 2201-3, 62 Langsuan Road, Lumpini, Pathumwan, Bangkok 10330 Tel: 66 (0) 2651 9600-4, (0) 2651 9615-6 Fax: 66 (0) 2651 9614

Property development

100,000,000

99.99%

Contemporary Property Co., Ltd. (0105526003476)

The Millennia Tower, 22/F, Unit 2201-3, 62 Langsuan Road, Lumpini, Pathumwan, Bangkok 10330 Tel: 66 (0) 2651 9600-4, (0) 2651 9615-6 Fax: 66 (0) 2651 9614

Investment and property development

200,000,000

98.59%

Raimon Land Planner Co., Ltd. (0105543094441)

The Millennia Tower, 22/F, Unit 2201-3, 62 Langsuan Road, Lumpini, Pathumwan, Bangkok 10330 Tel: 66 (0) 2651 9600-4, (0) 2651 9615-6 Fax: 66 (0) 2651 9614

Planner and Plan Administrator

2,000,000

95.00%

Strategic Property Co., Ltd. (0105537034955)

The Millennia Tower, 22/F, Unit 2201-3, 62 Langsuan Road, Lumpini, Pathumwan, Bangkok 10330 Tel: 66 (0) 2651 9600-4, (0) 2651 9615-6 Fax: 66 (0) 2651 9614

Property development

15,525,000

55.00%

Taksin Hotel Holding Co., Ltd. (0105534045182)

The Millennia Tower, 22/F, Unit 2201-3, 62 Langsuan Road, Lumpini, Pathumwan, Bangkok 10330 Tel: 66 (0) 2651 9600-4, (0) 2651 9615-6 Fax: 66 (0) 2651 9614

Property development and/or investing in subsidiary company for property project development

1,232,030,000

59.84%

Taksin Properties Co., Ltd. (0105530057879)

The Millennia Tower, 22/F, Unit 2201-3, 62 Langsuan Road, Lumpini, Pathumwan, Bangkok 10330 Tel: 66 (0) 2651 9600-4, (0) 2651 9615-6 Fax: 66 (0) 2651 9614

Property development

375,000,000

59.83%

ANNUAL REPORT 2008 RAIMON LAND PLC.

Company (Registration No.)

Address

Business

Authorized Capital (baht)

Paid-up Capital (baht)

% of Investment

1,000,000

250,000

99.93%

Raimon Land Resorts Co., Ltd. (0105550123958)

The Millennia Tower, 22/F, Unit 2201-3, 62 Langsuan Road, Lumpini, Pathumwan, Bangkok 10330 Tel: 66 (0) 2651 9600-4, (0) 2651 9615-6 Fax: 66 (0) 2651 9614

Investment and service

Wireless One Residences Co., Ltd. (0105551107123)

The Millennia Tower, 22/F, Unit 2201-3, 62 Langsuan Road, Lumpini, Pathumwan, Bangkok 10330 Tel: 66 (0) 2651 9600-4, (0) 2651 9615-6 Fax: 66 (0) 2651 9614

Property development

10,000,000

2,500,000

99.99%

Jointly Controlled Entities 1)

Raimon Land Development Co., Ltd. (0105549013966)

The Millennia Tower, 22/F, Unit 2201-3, 62 Langsuan Road, Lumpini, Pathumwan, Bangkok 10330 Tel: 66 (0) 2651 9600-4, (0) 2651 9615-6 Fax: 66 (0) 2651 9614

Property development

1,000,000

51.00%

Raimon Land Residences Co., Ltd. (0105551069892)

The Millennia Tower, 22/F, Unit 2201-3, 62 Langsuan Road, Lumpini, Pathumwan, Bangkok 10330 Tel: 66 (0) 2651 9600-4, (0) 2651 9615-6 Fax: 66 (0) 2651 9614

Property development and/or investing in subsidiary company for property project development

10,000,000

51.00%

Ploenchit Residences Co., Ltd. (0105551070491)

The Millennia Tower, 22/F, Unit 2201-3, 62 Langsuan Road, Lumpini, Pathumwan, Bangkok 10330 Tel: 66 (0) 2651 9600-4, (0) 2651 9615-6 Fax: 66 (0) 2651 9614

Property development

10,000,000

26.01%

Associated Companies 1)

Ficus Benga Co., Ltd. (0105532090580)

The Millennia Tower, 22/F, Unit 2201-3, 62 Langsuan Road, Lumpini, Pathumwan, Bangkok 10330 Tel: 66 (0) 2651 9600-4, (0) 2651 9615-6 Fax: 66 (0) 2651 9614

Property development

50,000,000

40.00%

Raimon Construction Co., Ltd. (0105525020130)

The Millennia Tower, 22/F, Unit 2201-3, 62 Langsuan Road, Lumpini, Pathumwan, Bangkok 10330 Tel: 66 (0) 2651 9600-4, (0) 2651 9615-6 Fax: 66 (0) 2651 9614

Construction

1,000,000

40.00%

ANNUAL REPORT 2008 RAIMON LAND PLC.

Company (Registration No.)

Address

Business

Authorized Capital (baht)

Paid-up Capital (baht)

% of Investment

Other Relevant Parties

Ernst & Young Office Ltd.

33/F, Lake Rajada Office Complex, 193/136-137 Rajadapisek Road, Klongtoey, Bangkok 10110

Auditor of Raimon Land Plc, Subsidiaries and Jointly Controlled Entities

N/A

Allen & Overy (Thailand) Co., Ltd.

22/F, Sindhorn Building III, 130-132 Wireless Road, Lumpini, Pathumwan, Bangkok 10330

Legal Advisor of Raimon Land Plc.

N/A

Bangkok Jurist Ltd.

SSP Building 3 19/F Silom Road, Suriyawong, Bangrak, Bangkok 10500

Legal Advisor of Raimon Land Plc.

N/A

Bunchong and Vidhya Law Office Ltd.

33/35, 33/39-40, Wall Street Tower, 9/F Surawongse Road, Suriyawong, Bangrak, Bangkok 10500

Legal Advisor of Subsidiaries and Associates

N/A

ANNUAL REPORT 2008 RAIMON LAND PLC.

Shareholders and Capital Structure Raimon Land Plc.'s capital structure comprises both equity and debt financing. Equity financing: There are two main components of Raimon Land's equity structure - ordinary shares and warrants. Ordinary Shares i) The Companyâ&#x20AC;&#x2122;s registered and paid up capital have increased from 2,740.2 million shares as at 1 January 2008 to 2,999.8 million shares as at 31 December 2008 due to the receipt of funds derived from a capital increase during the second quarter of 2008. 1 January 2008

31 December 2008

Total registered capital (million shares)*

2,977.6

4,172.1

Total registered paid up capital (million shares)

2,740.2

2,999.8

Remarks: * par value at 1 Baht each

ii) The table below illustrates the percentage of ownership of the companyâ&#x20AC;&#x2122;s top ten shareholders as of 17 March 2009:

Name of Shareholder

Shareholding percentage

Thai NVDR Co., Ltd.

33.43%

Quam Securities Company Limited

30.36%

Istithmar Hotel FZE

14.92%

Focus Engineering and Construction Plc.

1.43%

Somer (U.K) Ltd.

1.26%

Clearstream Nominees Ltd

0.82%

Mr. Supachai Watcharasunthara

0.67%

Government Saving Bank by Seamico Kinght Fund Management

0.54%

Mrs. Nonthiya Boonphirak

0.37%

Citibank Nominees Singapore Pte Ltd

0.35%

Total

84.15%

As at 17 March 2009, the total paid up shares of Raimon Land Plc. is approximately 2,999.8 million shares. The shareholding percentage of the first 10 major shareholders equals to 84.15% of the total issued shares. IFA Hotels & Resorts 3 Ltd. holds 26.15% of shares in the Company through Quam Securities Company Limited. In addition, Istithmar Hotel FZE holds 14.92% and 6.80% of shares in the Company through Thai NVDR Co., Ltd. Therefore, Istithmar Hotel FZE holds approximately 21.72% of total issued shares in the Company.

ANNUAL REPORT 2008 RAIMON LAND PLC.

Warrants As at 1 January 2008 the details of Raimon Land Plc.’s RIMON-W2 are as follows:

Total number of warrants

As at 1 January 2008 RAIMON-W2 (Non-listed) Named certificate warrants to purchase ordinary shares issued directors and employees 5 years commencing on 21 April 2004, which is the issue date of warrants 67,487,400 units

Number of shares reserved for exercise of warrants Number of warrants sold

67,487,400 shares 65,678,400 units

Exercise ratio Exercise price

1 unit of warrants to 1 share Baht 1.228 per share

Exercise period

Last exercise date

Last working date of each calendar month during the term of 5 years from the issue date of warrants (except for the last exercise date) 21 April 2009

Total warrants exercised in 2008 Total warrants cancelled in 2008

0 unit 0 unit

Total outstanding warrants as at 31 December 2008

59,987,834 units

Type Term of warrants

There was no exercise of RAIMON-W2 in 2008. Therefore, as at 31 December 2008 the number of unexercised warrants equals 59,987,834 units. Debt financing: The second component of Raimon Land Plc.'s capital structure is debt finance*. Details are as follows: Types of Liabilities Short term loan from financial institutions Short term loan from major shareholders Long term loan from financial institution* Long term debenture* Other Total interest bearing liabilities

as at 31st December 2008 (Million Baht) 2,062 354 2,333 352 16 5,117

as at 31st December 2007 (Million Baht) 30 180 1,061 2,474 8 3,753

Remark: *Include the current portion of these facilities

Dividend Policy The Board of Directors’ Meeting of the Company No. 2/2005 held on 3 March 2005 determined the Company dividend policy for operating results of 2008 onward to be “not more than 50% of net profit after tax and legal reserve when the Company generates profit and there is no retained loss.” The Board of Directors’ Meeting of the Company No. 2/2009 held on 2 March 2009 changed such dividend policy to be “The Company’s dividend policy is to pay dividend in form of cash of not more than 50% of net profit after tax and legal reserve when the Company generates profit and there is no retained loss”. The dividend policy of the Company’s subsidiaries is subject to the resolution of each subsidiary.

ANNUAL REPORT 2008 RAIMON LAND PLC.

Management Management Management Structure of Raimon Land Public Company Limited (as at 31 March 2009) Management Structure of Raimon Land Public Company Limited (as at 31 March 2009) Board of Directors Board of Directors

Audit Committee Audit Committee

Executive Committee Executive Committee

Internal Auditor Internal Auditor

Chief Executive Officer ChiefRomary Executive Officer Mr. Hubert Bertrand Viriot** Mr. Hubert Romary Bertrand Viriot** Chief Operating Officer Chief Operating Officer Mr. Kitti Tungsriwong Mr. Kitti Tungsriwong

Director, Director, Corporate Corporate Finance Finance Ms. Lamai Ms. Lamai Pittrakul Pittrakul

Director, Director, Customer Customer Relations Relations Management Management Mrs. Neerja Mrs. Neerja Sachdev Sachdev

Director, Director, & Operations Operations Eastern & Eastern Seaboard Seaboard Mrs. Mrs. Rajneeporn Rajneeporn Bishop Bishop

Director, Phuket Director, Phuket Operation Operation Mr. Stephen Mr. Stephen Anthony Brajak Anthony Brajak

Director, Director, Project Project Development Development

Director, Director, Special Special Project Project

Director, Director, Marketing Marketing

Director, Director, Business Business Development Development

Mr. Gerard Mr. Gerard Conor Healy Conor Healy

Mr. Montri Mr. Montri Hemvichitr Hemvichitr

Mr. Henri Mr. Henri Alister Jamison Alister Jamison Young Young

Mr. David Mr. David William William Alexander Alexander

Director, Director, Human Human Resources Resources Mrs. Haruthai Mrs. Haruthai Yamanaka Yamanaka

Director, Director, Corporate Corporate Planning Planning Ms. Janjira Ms. Janjira Panitpon Panitpon

Notes: ** Mr. Hubert Romary Bertrand Viriot was appointed as Executive Committee Member and Chief Executive Officer in accordance with the resolution of the Board of Directors Meeting No 2/2009 on 2asMarch 2009Committee to replace Mr. Nigel and JohnChief Cornick who resigned Director, Executive Notes: ** Mr. Hubert Romary Bertrand Viriot was appointed Executive Member Executive Officer inasaccordance with the CommitteeofMember andofChief Executive Officer 2 March resolution the Board Directors Meeting No on 2/2009 on 22009. March 2009 to replace Mr. Nigel John Cornick who resigned as Director, Executive Committee Member and Chief Executive Officer on 2 March 2009.

ANNUAL REPORT 2008 RAIMON LAND PLC.

Board of Directors The Board of Directors of Raimon Land Plc. (as at 31 March 2009) is composed of 10 Directors, as below: 1.

Mr. Sompoch Intranukul

2. 3. 4. 5. 6. 7. 8. 9. 10.

Mr. Talal J M A Al Bahar Mr. Rahul Ghai Mr. Werner Johannes Burger Mr. Richard Anthony Johnson Mr. Hubert Romary Bertrand Viriot** Mr. Kitti Tungsriwong Mr. Andrew John Watson* Mr. Kitti Gajanandana Mr. Jirawud Kuvanant

Chairman, Independent Director and Audit Committee Member Director and Chairman of the Executive Committee Director and Executive Committee Member Director and Executive Committee Member Director and Executive Committee Member Director, Executive Committee Member and Chief Executive Officer Director and Executive Committee Member Director Director, Independent Director and Chairman of Audit Committee Director, Independent Director and Audit Committee Member

Attendance at Board of Directors Meetings in 2008 There were nine Board of Directors Meetings in 2008. The table below gives the attendance details: Name

Number of Attendances

Number of Absences

1) Mr. Sompoch Intranukul

2) Mr. Talal J M A Al Bahar

3) Mr. Rahul Ghai

4) Mr. Werner Johannes Burger

5) Mr. Richard Anthony Johnson

6) Mr. Hubert Romary Bertrand Viriot**

7) Mr. Kitti Tungsriwong

8) Mr. Andrew John Watson*

9) Mr. Kitti Gajanandana

10) Mr. Jirawud Kuvanant

11) Mr. Nigel John Cornick**

Notes: * Mr. Andrew John Watson was appointed as Director in accordance with the resolution of the Board of Directorâ&#x20AC;&#x2122;s meeting No. 7/2008 on 14 August 2008 to replace Mr. Giuseppe Sita who resigned as Director on 14 August 2008. ** Mr. Hubert Romary Bertrand Viriot was appointed as Executive Committee Member and Chief Executive Officer in accordance with the resolution of the Board of Directors Meeting No 2/2009 on 2 March 2009 to replace Mr. Nigel John Cornick who resigned as Director, Executive Committee Member and Chief Executive Officer on 2 March 2009.

ANNUAL REPORT 2008 RAIMON LAND PLC.

Authorized Directors and Current Restrictions on Authorized Directors 1.

All business transactions require the affixing of the official company seal and two signatures: one signature from Richard Anthony Johnson or Rahul Ghai or Andrew John Watson and one signature from Hubert Romary Bertrand Viriot or Werner Johannes Burger or Talal J M A Al Bahar.

All sales and purchase agreements, applications and contracts with government agencies or authorities or providers of public utilities require both the company seal and the signatures of any two of the seven following Directors: Kitti Tungsriwong, Richard Anthony Johnson, Rahul Ghai, Andrew John Watson, Talal J M A Al Bahar, Werner Johannes Burger and/or Hubert Romary Bertrand Viriot.

Scope of Authority of the Company’s Board of Directors The Company’s directors are required to perform their duties in compliance with all relevant laws and regulations as well as with the Company’s objectives and articles of association and the resolutions of shareholders meetings in good faith. Directors are prohibited from carrying out any business of the same nature as and in competition with the company’s business and from being partners or shareholders or directors of other juristic persons carrying out a similar and competitive business, unless the shareholders are informed of such in a shareholders meeting prior to his/her appointment. If a director has direct or indirect interests in any agreements to be entered into with the Company or increases or decreases his/her shareholding or debenture holding in the Company and its affiliates or debenture, the director must inform the Company without delay. Executive Committee Members of the Executive Committee (as at 31 March 2009) 1. 2. 3. 4. 5. 6.

Mr. Talal J M A Al Bahar Mr. Rahul Ghai Mr. Werner Johannes Burger Mr. Richard Anthony Johnson Mr. Hubert Romary Bertrand Viriot** Mr. Kitti Tungsriwong

Chairman of Executive Committee Executive Committee Member Executive Committee Member Executive Committee Member Executive Committee Member Executive Committee Member

Scope of Authority, Duties and Responsibilities of the Executive Committee 1.

To manage the company in all respects on a day-to-day basis;

To decide management emphasis and to draw up company policies, business plans, budget and administrative structure;

To submit suggested operational guidelines responsive to change in economic conditions to the Board of Directors for consideration,

To review financial reports and determine if operations were undertaken in accordance with policy.

The Executive Committee has no authority to approve a transaction that may create a conflict of interest or approve a transaction that would benefit a member of the Executive Committee or connected person or which could conflict with the company or its subsidiaries under Stock Exchange of Thailand regulations. Any such transaction must be passed to the Board of Directors and/or shareholders for a decision, as required by the company’s Articles of Association and relevant laws.

ANNUAL REPORT 2008 RAIMON LAND PLC.

Audit Committee Members of the Audit Committee (as at 31 March 2009) 1. 2. 3.

Mr. Kitti Gajanandana Mr. Jirawud Kuvanant Mr. Sompoch Intranukul

Chairman of Audit Committee Audit Committee Member Audit Committee Member

Scope of Authority, Duties and Responsibilities of the Audit Committee

To perform joint evaluation with the auditor and/or management to ensure efficiency and adequacy of the internal control system and the standards of the internal audit system.

To review the Company’s financial statements to ensure that it maintains accurate financial reports with sufficient disclosure prior to submission to the regulators.

To review the Company‘s compliance with all laws pertaining to its business and the regulations of the Securities Exchange Commission and the Stock Exchange of Thailand.

To disclose fully and accurately all information pertaining to connected transactions or transactions that may have conflict of interest as required by rules and regulations.

To prepare the Audit Committee Report to be published in the company’s annual report and to give an opinion on the procedures for preparing and disclosing information in financial reports and opinion concerning the company’s internal control system, to be signed by the Chairman of the Audit Committee.

To propose a list of auditors to the Board of Directors together within suggested remuneration each year for appointment by the Annual General Meeting of shareholders and to review and appraise the auditors’ performance.

To report to the Board of Directors the work carried out by the Audit Committee at least once each quarter.

To give a joint opinion during the consideration of the appointment, dismissal, performance and remuneration of the internal auditor.

To perform any other tasks as assigned by the Board of Directors and agreed to by the Audit Committee.

The term of Audit Committee is two years. In the case of vacancy due to any reason other than expiration of the term, the Board of Directors is to appoint a qualified person to the Audit Committee. The replacement will then complete the term for that member of the Audit Committee.

ANNUAL REPORT 2008 RAIMON LAND PLC.

Management Team List of the Companyâ&#x20AC;&#x2122;s management (as at 31 March 2009) 1)

Mr. Hubert Romary Bertrand Viriot **

Mr. Kitti Tungsriwong

3) 4) 5) 6) 7) 8) 9) 10) 11) 12)

Miss Lamai Pittrakul Mrs. Rajneeporn Bishop Mr. Gerard Conor Healy Mr. Montri Hemvichitr Mr. Henri Alister Jamison Young Mr. David William Alexander Mrs. Neerja Sachdev Mrs. Haruthai Yamanaka Miss Janjira Panitpon Mr. Stephen Anthony Brarachak

Director, Executive Committee Member and Chief Executive Officer Director, Executive Committee Member and Chief Operating Officer Director, Corporate Finance Director, Operation & Eastern Seaboard Director, Project Development Director, Special Projects Director, Marketing Director, Business Development Director, Customer Relations Management Director, Human Resources Director, Corporate Planning Director, Operation & Phuket Project

Scope of Authority of the Chief Executive Officer According to the resolution of the Board of Directors of Raimon Land Plc.at the 9/2006 Shareholders Meeting held on 11 August 2006, the Chief Executive Officer has the authority to carry out normal business practice in approving the investment budget, operational expenses, purchase of fixed assets, sale of inventory and other performance including decentralising the administrative power to the responsible persons at a lower level (which is subject to the approval of the Board of Directors). The administrative power and emphasis will not include the administration and authorisation which gives the power to the Chief Executive Officer and the authorised person to approve a transaction in which the Chief Executive Officer and the authorised person or possible person who may have a conflict of interest or interest or other type of conflict of interest with the Company and/or its subsidiaries.

ANNUAL REPORT 2008 RAIMON LAND PLC.

Selection of Directors Selection of Directors An appointment of directors must be approved by the general shareholders’ meeting except when the appointment is made necessary by a reason other than rotational retirement. In that case, the Board of Directors will appoint a person to fill the vacancy, with the replacement then completing the term of the director he is replacing. The selection of directors does not require a nominating committee. The Board of Directors has the responsibility of selecting an individual who is qualified, knowledgeable, capable, and experienced in relevant fields. In addition, the person will have no prohibited qualities as defined in the Public Companies Act and notifications of the Securities and Exchange Commission. The requirements and procedures for selection of company directors are given below. According to Section 4 of the Company’s Articles of Association, the Board of Directors comprises at least five directors and a minimum of half must reside in Thailand. The appointment of directors must be carried out in the shareholders’ meeting in accordance with the following requirements and procedures: 1.

Each shareholder has one vote to one share.

In appointing directors, each shareholder may exercise the votes to elect one or more candidates to be the director(s) and the voting requirement in item no. 1 above must apply. However, the votes are indivisible (the voting for appointment of directors shall be non-cumulative voting).

The directors will be selected based on the total number of votes; in the case of a tie, the Chairman will cast the deciding vote.

At every Annual General Shareholders’ Meeting, one third, of the directors - or the number nearest one-third - must retire from the board. The retiring directors may be re-elected.

There must be drawing by lots to determine the directors retiring by rotation on the first and second years following conversion into a public company. In each subsequent year, the directors who have been directors for the longest period must retire. In addition to the retirement by rotation, vacancies on the board occur from:

Death

Resignation

Disqualifications or being subject to any restriction imposed under the Public Companies Act

Removal by a resolution of the shareholders at the general shareholders’ meeting

Dismissal by a court order

Any director wishing to resign is required to submit a resignation letter to the company, with the resignation effective immediately upon delivery to the company and the director registers his/her resignation.

ANNUAL REPORT 2008 RAIMON LAND PLC.

Selection of Independent Directors The Company believes in the importance of independent directors, who are in charge of auditing and supervising the transparency and the performance of the Executive Committee under appropriate internal control systems, laws and regulations of relevant regulators as well as improving the Company’s operational efficiency. An independent director must be knowledgeable, capable and experienced. Independent directors are selected according to criteria determined by the company by a committee set up by the Board of Directors, which submits a short-list of candidates to the Board for consideration. Once approved, the selections are put to the shareholders for approval at a shareholders’ meeting, as outlined in the company’s Articles of Association. To qualify as an independent director, an individual must meet the following criteria: 1.

Hold less than 5 percent of the company’s total voting shares;

Not be involved in company management, nor be an employee or a consultant on the company’s payroll; he must not have the power to exert control within the company and its affiliates, associated companies or possess a potential conflict of interest for at least two years prior to appointment. In addition, an independent director must not have any juristic relationship with the legal consultant or external auditor of the company and its affiliates;

Not be involved in any business relationship equal to 3 percent or more of total net tangible assets with the company or affiliates. This includes as a customer, supplier, trade creditor/debtor, or financial creditor/debtor;

Not have a close relationship with management, major shareholders of the company or its affiliates and associated companies nor someone that may create a conflict of interest; he cannot be appointed to represent interests of particular directors or major shareholders.

ANNUAL REPORT 2008 RAIMON LAND PLC.

Management Remuneration (1)

Monetary Remuneration Directors’ Remuneration Name

For 2008 (Baht)

Mr. Sompoch Intranukul

1,020,000

Mr. Talal J M A Al Bahar

360,000

Mr. Rahul Ghai

360,000

Mr. Werner Johannes Burger

360,000

Mr. Richard Anthony Johnson

360,000

Mr. Hubert Romary Bertrand Viriot**

Mr. Kitti Tungsriwong

Mr. Andrew John Watson*

360,000

Mr. Kitti Gajanandana

480,000

10)

Mr. Jirawud Kuvanant

360,000

11)

Mr. Nigel John Cornick**

Total

3,660,000

Notes: * Mr. Andrew John Watson was appointed as Director in accordance with the resolution of the Board of Director’s meeting No. 7/2008 on 14 August 2008 to replace Mr. Giuseppe Sita who resigned as Director on 14 August 2008. ** Mr. Hubert Romary Bertrand Viriot was appointed as Executive Committee Member and Chief Executive Officer in accordance with the resolution of the Board of Directors Meeting No 2/2009 on 2 March 2009 to replace Mr. Nigel John Cornick who resigned as Director, Executive Committee Member and Chief Executive Officer on 2 March 2009.

Management’s remuneration

Type of Remuneration

For 2008 (Baht)

Salary, tax paid on behalf and insurance premium

43,081,667

Bonus

Commission Contribution to provident fund

2,054,300

Others

2,505,166

Total

48,047,427

Notes:

(1)

(2)

406,294

The number of management in 2008 was 13 persons according to list of Company management of 12 persons and Mr. Nigel John Cornick who resigned as Director, Executive Committee Member and Chief Executive Officer on 2 March 2009. Information provided on accrual basis, including remuneration paid by the Company and its subsidiaries.

ANNUAL REPORT 2008 RAIMON LAND PLC.

(2)

Other remunerations At the Extraordinary General Meeting of Shareholders no. 1/2003 held on 14 October 2003, the shareholders passed a resolution to issue 67,478,400 units of warrants, RAIMON-W2 (previously 13,495,680 units) due to the Company’s stock split as a result of a change of par value of Baht 5 per share to be Baht 1 per share, which changed the number of warrants in a commensurate amount). Details of the RAIMON-W2 are shown below. Name of Directors

Number of Warrants Allocated

1) Mr. Sompoch Intranukul

% of Warrants Issued

Number of Warrants Exercised or Returned to the Company

Remaining Warrants

6,000,000

8.89

6,000,000

21,000,000

31.12

21,000,000

6,000,000

8.89

6,000,000

8.89

6,000,000

8.89

6,000,000

3,000,000

4.45

3,000,000

7) Mr. Jirawud Kuvanant

1,800,000

2.67

1,800,000

8) Mr. Kitti Gajanandana

1,800,000

2.67

1,800,000

9) Mr. Ratanachai Phatinavin(2)

1,800,000

2.67

1,800,000

53,400,000

79.14

19,800,000

33,600,000

2) Mr. Nigel John Cornick**

(1)

3) Mr. Robert W. McMillen(2) 4) Mr. Reungvit Dusdeesurapot

(2)

5) Mr. Jeremy Lechemere King(2) 6) Mr. Kitti Tungsriwong

(1)

Total Notes:

(1) (2)

The Company allocated RAIMON-W2 to management (not including Mr. Nigel John Cornick and Mr. Kitti Tungsriwong) in the amount of 12,278,400 units. Mr. Robert W. McMillen, Mr. Ratanachai Phatinavin, Mr. Reungvit Dusdeesurapot and Mr. Jeremy Lechemere King returned the remaining RAIMON-W2 held after exercise to the Company. The Company then cancelled and maintained them for further allocation to other directors or employees. Mr. Hubert Romary Bertrand Viriot was appointed as Executive Committee Member and Chief Executive Officer in accordance with the resolution of the Board of Directors Meeting No 2/2009 on 2 March 2009 to replace Mr. Nigel John Cornick who resigned as Director, Executive Committee Member and Chief Executive Officer on 2 March 2009.

Supervision of corporate governance: principles and policies Raimon Land company has set out policies for corporate governance that adhere to the guidelines established by the Stock Exchange of Thailand, thereby ensuring that transparency, integrity and accountability are in line with international standards. As part of this, Raimon Land has set up an Audit Committee with three qualified individuals who are tasked with independent auditing. To further ensure good corporate governance, it appointed an internal auditor at the end of 2003. The Audit Committee and internal auditor are structured in a way to ensure their independence from the Company’s Executive Committee. The Board has committed itself to compliance with the Code of Best Practice for Directors of Listed Companies and the five principles of Good Corporate Governance 2006 as follows: (1)

Rights of shareholders



The Board of Directors holds that good corporate governance is vital both for its business operations and its investors and thus has set up policies and procedures to ensure transparency under relevant laws and business ethics for its business operation: in addition; the Board of Directors strives to meet the best interests of shareholders by avoiding conflicts of interest, exerting appropriate risk management, and having internal control systems in place conducted by Independent Directors/Audit Committee.

ANNUAL REPORT 2008 RAIMON LAND PLC.

(2)



The Company discloses up-to-date information via its corporate profile, corporate website and a company newsletter made available to the public, all of which are in both English and Thai. Shareholders are notified at least seven days in advance of each shareholder’ meeting in a letter that specifies the date, time and place of the meeting, and also provided with a detailed agenda. Attached to the agenda will be the Board of Directors’ opinion on each item on the agenda in order to provide adequate information for decision-making at each meeting.



The Company has fully complied with the right of shareholders to access information and to listen to other shareholders’ ideas and comments and will therefore arrange for representatives of the Executive Committee, management, Audit Committee and auditors to attend each meeting. Complete and accurate minutes are taken at each meeting and shareholders are given access to the minutes, a copy of which is filed with the Stock Exchange of Thailand within 14 days of the meeting. The minutes of the last meeting will be presented to shareholders for acceptance at the following meeting.

Equitable treatment of shareholders



   (3)

Role of stakeholders



(4)

The Company gives priority to the rights of all interested people who are involved with the Company, i.e., employees, management, suppliers, creditors, joint venture partners, and auditors, as well as the community and government sector. Upon the occurrence of events that concern the right of those parties, the company will take into account fair treatment for all parties concerned within the scope of the law and regulations of relevant regulators. The Board of Directors has established clear policies on fair treatment for each group of stakeholders together with objective measures of implementation and there are effective measures in place to redress violations of stakeholders’ legal rights.

Disclosure and transparency



All shareholders have equal rights to attend and vote at meetings as specified in the Articles of Association. Should a shareholder be unable to attend a meeting, he is encouraged to give his proxy to his/her attorney or an independent director so that his opinions can be heard. All shareholders are treated equally with respect to their rights. The chairman of the shareholders’ meeting provides shareholders an opportunity during the meeting to express opinions and ask questions relevant to the agenda items or the Company as a whole. The Board of Directors provides an opportunity for shareholders to elect directors on individual basis. The Board of Directors uses voting cards for important agenda items such as election of directors, related party transactions, acquisitions or disposals of significant assets, etc.

The Company recognizes the importance of accurate, complete, transparent and swift disclosure of information, both financial and general, as well as other information that may affect the price of the company’s securities. Although there is no Investor Relations Unit, the Finance Department has been assigned to handle communication with investors and analysts with an emphasis on complete, transparent and timely disclosures. The Company’s Board of Directors is responsible for the accuracy of the company’s and its subsidiaries’ consolidated financial statements and related information as shown in the annual reports, which are prepared in accordance with accepted Thai general accounting principles. Conservative judgments and best estimates have been used to prepare the financial statements and ensure adequate disclosure in the note attached to the financial statements. The Board has arranged for an efficient internal control system to ensure that financial information is recorded accurately, completely and sufficiently in order to preserve the Company’s assets and to help identify deficiencies to enable preventive measures in relation to fraud and irregularities.

ANNUAL REPORT 2008 RAIMON LAND PLC.

 

(5)

The Board is satisfied with the overall effectiveness of its internal control system and that it ensures the reliability of the financial statements of the Company and its subsidiaries as of 31st December, 2008. The Company determines directors’ remuneration clearly, transparently and appropriately by comparison with other companies in the same industry. Directors’ remuneration is approved by shareholders at the general meeting and management remuneration is discussed and approved by the Board of Directors or the Executive Committee, which will take into account the company’s operating results and achievements of the management.

Responsibilities of the Board



The Board of Directors of the Company consists of ten directors as follows: a) b) c)

Executive Directors Non-Executive Directors Independent Directors

5 persons 2 persons 3 persons

There are 3 independent directors, the Chairman, and two members of the audit committee, accounting for more than one-fourth of the Board of Directors, which is considered appropriate. The Independent Directors/Audit Committee are encouraged to express their views and maintain an independent review of the operations and transactions and are also involved in assessing audit results and the company’s internal control systems. The Company has made a clear outline defining the authority and responsibility of its directors, Executive Committee, Audit Committee and the CEO. The Board chairman also acts as an independent director and has no relationship with management nor is a representative of major shareholders or the CEO.



Raimon Land's directors perform their duties in the best interests of the Company and all stakeholders and shareholders as detailed below: a)

Review and approve key business matters such as the vision and mission, strategy, financial targets, risks, major plans of action

Monitor implementation by management to ensure efficiency and effectiveness.

Set and approve a written corporate governance policy and review the policy and compliance to the policy regularly, at least annually.

Ensure that an internal control system is in place, including financial, compliance, and policy control, and review the system at least annually.

Supervision of the usage of internal data The Company is very conscious of the importance of protecting sensitive internal information. In line with this, it has established policies and procedures to supervise management with regard to the misuse of inside information for their own benefit, and will deal with any individual, who misuses information in a manner compliant with the law as required by law, to the extent of criminal prosecution. The Company also limits the access to such information by management and officers to the extent possible. The Company ensures that relevant management and officers adhere to the restrictions on trading in the Company’s shares and forbids any inappropriate use of such information. The management and officers are fully aware that they must not trade the Company’s securities or cause others to trade on non-public information. Such information must not be disclosed to any other party prior to notification to the Stock Exchange of Thailand. In addition, the Company also requires management to report any changes in their holdings in the Company’s securities to the Securities and Exchange Commission, as outlined in Section 59 of Securities and Exchange Act B.E. 2535. Management is required to provide a copy of the report to the Company on the date that management reports it to the Securities and Exchange Commission.

ANNUAL REPORT 2008 RAIMON LAND PLC.

Employees Number of employees As at 31 December 2008, the company had 172 employees, excluding thirteen executives described in the Management Team section with functions divided as follows: Department 1) 2) 3) 4) 5) 6) 7) 8) 9) 10) 11) 12)

No. of employees

Office of Directors Finance and Accounting Human Resources Transfer and Purchasing Administration Business Development Project Development Customer Relations Management Marketing Special Project Sales Customer Relations Management (Phuket Project) Total

6 18 2 4 5 11 22 14 21 9 57 3 172

Employee remuneration Type of remuneration

For 2008 (Baht)

Salary, overtime and insurance premiums Bonus Commission Provident fund Others Total Notes: Information provided on accrual basis, including remuneration paid by the company and its subsidiaries.

ANNUAL REPORT 2008 RAIMON LAND PLC.

77,667,289 16,843,839 2,716,007 9,575,885 106,803,020

Internal Control The Company believes internal control is vital, and has placed priority on the implementation of an appropriate internal control system suitable for its type of business. In line with this, the Company appointed an internal auditor to supervise all aspects of its operations. The internal auditorâ&#x20AC;&#x2122;s responsibilities are: 1)

To review and report on the reliability and completeness of financial statements, operations and procedures for judgments and measurements;

To review work system, which has major effect on business operation, and to report whether corporate policies, plan and relevant regulations including laws has been fully complied with;

To review the appropriateness of storage of assets and ensure physical existence;

To evaluate best use of Company resources;

To review operations and plans to ensure the consistency with the established objectives and goals and undertaking of the relevant plan;

To prepare an internal audit report for submission to the Audit Committee that includes a report detailing deficiencies and possible corrective measures for internal control and accounting method. The internal auditor will report to the Company and give recommendation of correction method. The internal auditor will consult with the responsible officer and report the conclusion to the Company;

To review the Companyâ&#x20AC;&#x2122;s operations compliance with relevant regulations of the Stock Exchange of Thailand, the Securities and Exchange Commission and the Public Companies Act;

To act as a secretary to the Audit Committee.

Upon completion of auditing work, the internal auditor will prepare an internal audit report, then discuss the result with the Audit Committee, the external auditor and management, and suggest improvements of the internal control system. In 2008, six Audit Committee meetings were convened to review corporate governance, the quarterly financial statements and annual financial statements, including the disclosure of notes to financial statements, and discuss any problems that were seen as well as preventive and corrective measures that could be taken. The Audit Committee believes that the financial reporting over the past year adhered to generally accepted accounting principles and that the disclosure of information, internal control and internal audit systems were adequate and complied with all key legal requirements and relevant regulations. Additionally, the Company has undertaken the corrective measures recommended by the internal auditor and the Audit Committee to ensure good corporate governance and the best interest of its shareholders. The Board of Directors plans to develop five major aspects of its internal control system: organization and environment, risk management, supervision of managementâ&#x20AC;&#x2122;s operations, information technology and communication systems and the assessment system, to ensure prudence and compliance with the internal control requirements of the Stock Exchange of Thailand and the Office of the Securities and Exchange Commission, the Public Companies Act and other relevant regulations. The Company also adheres to the practice of complete and accurate disclosure of information to shareholders, the Stock Exchange of Thailand and the Office of the Securities and Exchange Commission and relevant authorities. The Company has developed its ethical standards while in the process of preparing its operations authority manual and operation procedures relating to major working systems for further submission to the Board of Directors for consideration and approval. Additionally, the Company is developing a risk management system in order to ensure that the Company maintains effective risk management system which is appropriate for its operations.

ANNUAL REPORT 2008 RAIMON LAND PLC.

46 ANNUAL REPORT 2008 RAIMON LAND PLC.

Details of biography of executive officers and persons in control of the Company as at March 2009

Familyâ&#x20AC;&#x2122;s No

Name / Surname

Age

Education

Position

Shareholding Proportion (%)

between management

Mr. Sompoch Intranukul

Bachelor Degree Accounting &

- Ordinary Shares

Working experiences in last 5 years

relationship

Period 2002 - Present

Position

Company / Type of business

Chairman/

Raimon Land Plc.

Commerce Faculty, Chulalongkorn

(RAIMON)

Independent

- Property business

University

None

Director/ Audit Committee

Senior Executive Program, Sasin Business Administration

- Warrant

Member

(RAIMON-W) None

2003 - Present

Chairman

Certificate of National Defense, College of Thailand

- Financial advisory service - Warrant ESOP (RAIMON-W2)

Directors

SCMB Co., Ltd.

1999 - Present

6,000,000 units

Chairman of Audit

Siam Commercial Leasing Plc.

Committee

- Financial services business

Chairman of Audit

Subsrithai Warehouse Co.,Ltd.

Committee

- Warehouse business

Chairman of Audit

Dheves Insurance Plc.

Committee

- Insurance business

Chairman

Siam Administrative Management

Certification Program (DCP 24/2002)

1999 - Present

1995 - Present

Co., Ltd. - Administrative services business

Family’s No

Name / Surname

Age

Education

Position

Shareholding Proportion (%)

between management

Mr. Talal J M A Al Bahar (Authorized Director)

Bachelor Degree in Business Studies

- Ordinary Shares

Position

Period 2006 - Present

Company / Type of business

Director/ Chairman

Raimon Land Plc.

(RAIMON)

of Executive

- Property business

None

Committee

Loyola Marymount Los Angeles USA

Working experiences in last 5 years

relationship

2007 - Present

Director

2007 - Present

CEO

2007 - Present

Director

- Warrant (RAIMON-W)

- Property business

None

IFA Hotels & Resorts Ltd. - Property business

- Warrant ESOP

Raimon Land Park View Development Co., Ltd.*

(RAIMON-W2) None

Contemporary Property Co., Ltd*

- Property business 2007 - Present

Director

2007 - Present

Director

2007 - Present

Director

2008 - Present

Director

2008 - Present

Director

Raimon Land Property Co., Ltd.* - Property business Raimon Land Development Co., Ltd* - Property business Raimon Land Planner Co., Ltd. * - Business reorganization Wireless One Residences Co., Ltd* - Property business Raimon Land Residences Co., Ltd* - Property business

2008 – Present

Director

Ploenchit Residences Co., Ltd* - Property business

2005 – Present 2005 - 2006

ANNUAL REPORT 2008 RAIMON LAND PLC.

2003 - Present 2002 - Present

Partner/

Druke & Scull

Executive Director

- Construction consultant

Chairman/

IFA Hotels& Resorts Ltd.

Managing Director

- Property business

Chairman/

Kuwait Invest Holding Company

Managing Director

- Investment

General Manager

United Investments Portugal (UIP) - Financial advisory business

Note: * Subsidiaries or jointly controlled entities of Raimon Land

48 ANNUAL REPORT 2008 RAIMON LAND PLC.

Familyâ&#x20AC;&#x2122;s No

Name / Surname

Age

Position

Education

Shareholding Proportion (%)

between management

Mr. Rahul Ghai (Au (Authorized Director)

Master Degree in Business Administration (MBA) IMHI, France

- Ordinary Shares (RAIMON) None

- Warrant (RAIMON-W) None - Warrant ESOP (RAIMON-W2) None

Mr. Werner Johannes Burger (Authorized Director)

Bachelor of Science in Building Management University of Pretoria Pretoria, South Africa

- Ordinary Shares (RAIMON) None - Warrant (RAIMON-W) None - Warrant ESOP (RAIMON-W2) None

Note: * Subsidiaries or jointly controlled entities of Raimon Land

Working experiences for in last 5 years

relationship

Period

Position

Company / Type of business

2006 - Present 2007- Present

Director / Executive Director Director

2007- Present

Director

2007 - Present

Director

2007 - Present

Director

2007 - Present

Director

2004 - Present

Associate

2006 - 2004

Associate

2002 - Present

Deputy Manager Management

Raimon Land Plc. - Property business Contemporary Property Co., Ltd.* - Property business Raimon Land Park View Development Co., Ltd.* - Property business Raimon Land Property Co., Ltd.* - Property business Raimon Land Development Co., Ltd* - Property business Raimon Land Planner Co., Ltd. * - Business reorganisation Istithmar PJSC - Property business Jones Lang Lasalle, Europe & Asia - Property business TAJ Group - Hospitality service business

2006 - Present

Director / Executive Director

Raimon Land Plc. - Property business

2005 - Present

COO & President

IFA Hotels& Resorts Ltd. - Property business

2003 - 2005

VP Sales & Marketing

IFA Hotels& Resorts Ltd. - Property business

2002 - 2003

VP Sales & Marketing

DAMAC Properties, Dubai - Property business

Familyâ&#x20AC;&#x2122;s No

Name / Surname

Age

Position

Education

Shareholding Proportion (%)

between management

Mr. Richard Anthony Johnson

Master Degree in Law, University of Oxford

(Authorized Director)

- Ordinary Shares

Working experiences in last 5 years

relationship

Period 2006 - Present

(RAIMON) None

2007 - Present

Position Director /

- Property business

Director

Golden Land Property Development Plc.

- Warrant

City University,

(RAIMON-W)

London, UK

None

Bachelor Degree in Law

Raimon Land Plc.

Executive Director

Master of Science in Property Investment and Finance,

Company / Type of business

- Property business 2007 - Present

Director

Contemporary Property Co., Ltd.*

2007 - Present

Director

Raimon Land Park View

- Property business

- Warrant ESOP

Development Co., Ltd.*

(RAIMON-W2) None

- Property business 2007 - Present

Director

2007 - Present

Director

Raimon Land Property Co., Ltd.* - Property business Raimon Land Development Co., Ltd* - Property business

2007 - Present

Director

Raimon Land Planner Co., Ltd. *

2006 - Present

Managing Director

Istithmar PJSC

International

- Property business

Director

Jones Lang Lasalle, Europe & Asia

- Business reorganization

1998 - 2006

- Property business

Note: * Subsidiaries or jointly controlled entities of Raimon Land

ANNUAL REPORT 2008 RAIMON LAND PLC.

50 ANNUAL REPORT 2008 RAIMON LAND PLC.

Familyâ&#x20AC;&#x2122;s No

Name / Surname

Age

Position

Education

Shareholding Proportion (%)

between management

Mr. Hubert Romary Bertrand Viriot**

Bachelor of Science in

- Ordinary Shares

International Hospitality and

(RAIMON)

Management, University of Wales

None

Working experiences in last 5 years

relationship

Period

Position

Company / Type of business

2006 - Present

Director

Raimon Land Plc.

2007 - Present

Director

Contemporary Property Co., Ltd.*

2007 - Present

Director

Raimon Land Park View

- Property business - Property business

Bachelor Degree in Hospitality and - Warrant Tourism Management,

(RAIMON-W)

Glion Hotel School, Switzerland

None

Development Co., Ltd.* - Property business 2007 - Present

Director

2007 - Present

Director

- Warrant ESOP (RAIMON-W2)

Raimon Land Property Co., Ltd.* - Property business

None

Raimon Land Development Co., Ltd* - Property business

2007 - Present

Director

2008 - Present

Director

2008 - Present

Director

Raimon Land Planner Co., Ltd.* - Business reorganization Wireless One Residences Co., Ltd* - Property business Raimon Land Residences Co., Ltd* - Property business

2008 - Present

Director

Ploenchit Residences Co., Ltd* - Property business

2005 - Present

Assistant Vice

IFA Hotels & Resorts Ltd., Dubai

President-

- Property business

Acquisition 2001 - 2005

Head-Consulting

HVS International, Singapore

& Investment

- Hospitality service business

Services, Asia

Note: * **

Subsidiaries or jointly controlled entities of Raimon Land Mr. Hubert Romary Bertrand Viriot was appointed as Executive Committee Member and Chief Executive Officer in accordance with the resolution of the Board of Directors Meeting No 2/2009 on 2 March 2009 to replace Mr. Nigel John Cornick who resigned as Director, Executive Committee Member and Chief Executive Officer on 2 March 2009.

Family’s No

Name / Surname

Age

Position

Education

Shareholding Proportion (%)

between management

Mr. Andrew John Watson***

Bachelor Degree in Finance, Manchester University

- Ordinary Shares

Working experiences in last 5 years

relationship

Period

Position

2008 - Present

Director

2007 - Present

Chief Investment

Nakheel PJSC

Officer

- Property business

Director

Barclays Capital Real Estate Group

(RAIMON) None - Warrant

- Warrant ESOP

Raimon Land Plc. - Property business

2006

(RAIMON-W) None

Company / Type of business

- Property business 1994 - 2005

Consultant and

Barclays Capital Real Estate Group

Finance Executive

- Property business

Management

(RAIMON-W2) None

Note: *** Mr. Andrew John Watson was appointed as Director in accordance with the resolution of the Board of Director’s meeting No. 7/2008 on 14 August 2008 to replace Mr. Giuseppe Sita who resigned as Director on 14 August 2008.

ANNUAL REPORT 2008 RAIMON LAND PLC.

52 ANNUAL REPORT 2008 RAIMON LAND PLC.

Familyâ&#x20AC;&#x2122;s No

Name / Surname

Age

Position

Education

Shareholding Proportion (%)

between management

Mr. Nigel John Cornick** (Authorized Director)

Chartered Surveyor, Royal Institute - Ordinary Shares of Chartered Surveyors U.K.

Period 2002 - 2 Mar 2009

Position

Company / Type of business

Director /

Raimon Land Plc.

(RAIMON)

Executive

- Property business

15 units

Director / CEO

Directors Certification Program (DCP 6/2001)

Working experiences in last 5 years

relationship

2007 - 2 Mar 2009

Director

2006 - 2 Mar 2009

Director

- Warrant (RAIMON-W)

Raimon Land Resorts Co., Ltd.* - Investment and service

None

Raimon Land Park View Development Co., Ltd.* - Property business

- Warrant ESOP

2006 - 2 Mar 2009

Director

2006 - 2 Mar 2009

Director

(RAIMON-W2) 21,000,000 units

Raimon Land Property Co., Ltd.* - Property business Raimon Land Development Co., Ltd* - Property business

2005 - 2 Mar 2009

Director

Taksin Hotel Holding Co., Ltd.*

2005 - 2 Mar 2009

Director

2002 - 2 Mar 2009

Director

2001 - 2 Mar 2009

Director

1999 - 2 Mar 2009

Director

2008 - 2 Mar 2009

Director

2008 - 2 Mar 2009

Director

2008 - 2 Mar 2009

Director

1996 - 2001

Director/

Raimon Land Plc.

General Manager

- Property business

- Property business Taksin Properties Co., Ltd.* - Property business Strategic Property Co., Ltd. * - Property business Raimon Land Planner Co., Ltd.* - Business reorganization Contemporary Property Co., Ltd.* - Property business Wireless One Residences Co., Ltd* - Property business Raimon Land Residences Co., Ltd* - Property business Ploenchit Residences Co., Ltd* - Property business

Note: * Subsidiaries or jointly controlled entities of Raimon Land ** Mr. Hubert Romary Bertrand Viriot was appointed as Executive Committee Member and Chief Executive Officer in accordance with the resolution of the Board of Directors Meeting No 2/2009 on 2 March 2009 to replace Mr. Nigel John Cornick who resigned as Director, Executive Committee Member and Chief Executive Officer on 2 March 2009.

Family’s No

Name / Surname

Age

Position Mr. Kitti Tungsriwong (Authorized Director)

Education

Master Degree in Real Estate Business, Faculty of Commence and Accountancy, Thammasat University Bachelor Degree in Accounting, The University of the Thai Chamber of Commerce Directors Certification Program (DCP 43/2004)

Shareholding Proportion (%) - Ordinary Shares (RAIMON) 800,000 units

Working experiences in last 5 years

relationship between management -

- Warrant (RAIMON-W) None - Warrant ESOP (RAIMON-W2) 3,000,000 units

Period

Position

2004 - Present 2007 - Present

Director / Executive Director / COO Director

2007 - Present

Director

2006 - Present

Director

2006 - Present

Director

2006 - Present

Director

2005 - Present

Director

2005 - Present

Director

2004 - Present

Director

2008 - Present

Director

2008 - Present

Director

2008 – Present

Director

2003 - 2004 1998 - 2002

Mr. Kitti Gajanandana

ANNUAL REPORT 2008 RAIMON LAND PLC.

Master Degree in Business Administration (MBA) North Texas State University

- Ordinary Shares (RAIMON) None

Bachelor Degree of Accounting & Commerce Faculty, Chulalongkorn University

- Warrant (RAIMON-W) None

2004 - Present

2004 - Present 2001 - Present 1999 – 2000 - Warrant ESOP (RAIMON-W2) 1,800,000 units

Note: * Subsidiaries or jointly controlled entities of Raimon Land

Director / SVP in Finance Senior Consultant

Independent Director / Chairman of Audit Committee Director / Audit Committee Advisor Executive Vice President

Company / Type of business Raimon Land Plc. - Property business Raimon Land Planner Co., Ltd.* - Business reorganization Raimon Land Resorts Co., Ltd.* - Investment and service Raimon Land Park View Development Co., Ltd.* - Property business Raimon Land Property Co., Ltd.* - Property business Raimon Land Development Co., Ltd* - Property business Taksin Hotel Holding Co., Ltd.* - Property business Taksin Properties Co., Ltd.* - Property business Contemporary Property Co., Ltd*. - Property business Wireless One Residences Co., Ltd* - Property business Raimon Land Residences Co., Ltd* - Property business Ploenchit Residences Co., Ltd* - Property business Raimon Land Plc. - Property business Price Waterhouse Cooper F.A.S Co., Ltd. - Financial advisory services Raimon Land Plc. - Property business CINMIT Company Limited - Financing advisory services Fiscal Policy Research Institute - Research and consulting business Bank Thai Plc. - Banking business

54 Family’s No

Name / Surname

Age

Position Mr. Jirawud Kuvanant

Mr. Gerard Conor Healy

Education

Shareholding Proportion (%)

Master Degree (MBA) The College - Ordinary Shares of Insurance, New York City, U.S.A. (RAIMON) None Bachelor Degree in Business Administration Marketing Major, - Warrant Thammasat University (RAIMON-W) None Directors Certification Program (DCP 43/2004) - Warrant ESOP (RAIMON-W2) 1,800,000 units Bachelor Degree in Architecture - Ordinary Shares (B.Arch) University College Dublin, (RAIMON) Ireland 1,590,566 shares

Working experiences in last 5 years

relationship between management -

Period

Position

Company / Type of business

2003 - Present

Independent Director/ Audit Committee

Raimon Land Plc. - Property business

2002 - Present

Independent Director

Raimon Land Plc. - Property business

1987 - Present

Executive Director

Kowyuha Motor Group - Automobile

2002 - Present

Project Director

Raimon Land Plc. - Property business

1996 - 2002

Development & Research Manager

Woods Bagot (Thailand) Co., Ltd. - Design and decoration

2008 - Present

Director of Corporate Finance

Raimon Land Plc. - Property business

2007 – 2008

Director of Finance

Major Development Plc. - Property business

2001 – 2007

Director of Finance

Destination Properties Co., Ltd. - Hotel & property business

- Warrant (RAIMON-W) None - Warrant ESOP (RAIMON-W2) 979,332 units 13

Ms. Lamai Pittrakul

Master Degree in Accounting, Faculty of Commence and Accountancy, Thammasat University Bachelor Degree in Accounting, Bangkok University

- Ordinary Shares (RAIMON) None - Warrant (RAIMON-W) None - Warrant ESOP (RAIMON-W2) None

Family’s No

Name / Surname

Age

Position Mrs. Rajneeporn Bishop

Education

Bachelor Degree in International Sales & Marketing, Camden University, USA

Shareholding Proportion (%) - Ordinary Shares (RAIMON) None

between management -

High Commercial Diploma Major in - Warrant Sales, Rajamangkala Institute of (RAIMON-W) Technology, Pranakorn None - Warrant ESOP (RAIMON-W2) 2,569,898 units

Mr. Montri Hemvichitr

Master Degree in Economics Institute of Social Technology Bachelor Degree in Marketing, Ramkhamhaeng University Certificate from the advance Marketing Program, Thammasat University

- Ordinary Shares (RAIMON) 110,617 units

Working experiences in last 5 years

relationship

Period

Position

2007 - Present

Director of Operations Eastern Seaboard

Raimon Land Plc. - Property business

2005- 2007

Director of Sales

Raimon Land Plc. - Property business

2002 – 2005

Sales & Marketing Director

Raimon Land Plc. - Property business

2001 – 2002

Managing Director

Kingdom Property Co.,Ltd. - Property agent

1999 - 2000

Vice President in Marketing & Sales

Andrew Park Co.,Ltd. -Property agent

2005 - Present

Director of Special Project

Raimon Land Plc. - Property business

Project Director

Raimon Land Plc. - Property business

2000 - 2004 - Warrant (RAIMON-W) 6,180 units

- Warrant ESOP (RAIMON-W2) Certificate in Social Research, NIDA 2,469,898 units

Company / Type of business

ANNUAL REPORT 2008 RAIMON LAND PLC.

56 ANNUAL REPORT 2008 RAIMON LAND PLC.

Familyâ&#x20AC;&#x2122;s No

Name / Surname

Age

Position Mr. Henri Alister Jamison Young

Education

Shareholding Proportion (%)

Bachelor Degree in Applied Science - Ordinary Shares RMIT, (RAIMON) Melbourne, Australia None Diploma in Hotel Management Cesar Ritz, Switzerland

Working experiences in last 5 years

relationship between management -

- Warrant (RAIMON-W) None

Period 2006 - Present

Position

Company / Type of business

Director of Marketing

Raimon Land Plc. - Property business

2004 - 2005

Development Manager

Raimon Land Plc. - Property business

1998 - 2004

General Manager

Hurrice Trading Consultancy - Hospitality business

Director of Business Development

Raimon Land Plc. - Property business

1993 - 2005

Executive Director

Brooke Real Estate Limited - Investment advisor

1990 - 1993

Commercial Real Estate Agent

Richard Ellis / Hong Kong - Property business

- Warrant ESOP (RAIMON-W2) None 17

Mr. David William Alexander

Bachelor Degree in Science in Estate Management, Southbank Polytechnic, England

- Ordinary Shares (RAIMON) None

Directors Certification Program (DCP 78/2006)

- Warrant (RAIMON-W) None

Member of Royal Institute of Chartered Surveyors

Mrs. Neerja Sachdev

2006 - Present

- Warrant ESOP (RAIMON-W2) None

Bachelor of Arts, Bombay University, Bombay, India

- Ordinary Shares (RAIMON) None

Diploma in Commercial Art

- Warrant (RAIMON-W) None - Warrant ESOP (RAIMON-W2) None

2007 - Present

Director of Customer Raimon Land Plc. Relations - Property business Management

2005 - 2007

Property Manager

CB Richard Ellis - Property business

2003 - 2005

Assistant Property Manager

CB Richard Ellis - Property business

1994 - 2003

House/Apartment Manager

Orchid Tower - Property business

Family’s No

Name / Surname

Age

Position Mrs. Haruthai Yamanaka

Education

Shareholding Proportion (%)

Master Degree in Business Administration (MBA) City University, USA

- Ordinary Shares (RAIMON) None

Bachelor Degree Faculty of Humanities, Major in English, Chiang Mai University

- Warrant (RAIMON-W) None

Working experiences in last 5 years

relationship between management -

Period

Position

Company / Type of business

2007- Present

Director of Human Resources

Raimon Land Plc. - Property business

1996-2007

Human Resources Manager

Banyan Tree Bangkok Hotel - Hotel business

2008 - Present

Director of Corporate Planning Department

Raimon Land - Property business

2006 - 2008

Vice President of Portfolio,

Bangkok Capital Alliance Co., Ltd. - Assets management

2004 - 2006

Assistance to Vice Bangkok Capital Alliance Co., Ltd. president of Portfolio - Assets management

- Warrant ESOP (RAIMON-W2) None 20

Ms. Janjira Panitpon

Master degree in Business Administration (MBA), University of San Francisco

- Ordinary Shares (RAIMON) None

Bachelor Degree of Business Administration, Assumption University (ABAC)

- Warrant (RAIMON-W) None

- Warrant ESOP (RAIMON-W2) None 21

Mr. Stephen Anthony Brajak

Holy Spirit College, Belami (St Paul’s College)

ANNUAL REPORT 2008 RAIMON LAND PLC.

Member of International Businessman’s Association of Phuket (IBAP)

- Ordinary Shares (RAIMON) None

2008 - Present

Director of Phuket Operation

Raimon Land Plc. - Property business

2007

General Manager

Raimon Land Plc. - Property business

- Warrant (RAIMON-W) None

2004 - 2006

Tropical Life Co., Ltd. - Property business

- Warrant ESOP (RAIMON-W2) None

Marketing and Sale Development Manager

2003 - 2004

Marketing and Sale Development Manager

Nopawong Construction Co., Ltd. - Construction

58 ANNUAL REPORT 2008 RAIMON LAND PLC.

Connected transactions Summary of connected transactions in 2008: Notification Date 31/07/08

31/07/08

Connected Person

• •

Relationship

IFA Hotels & Resorts 3 Ltd. (IFA)

•

IFA is RL’s major shareholder holding approximately 26.15% of RL’s total issued shares

•

Common directors of RL and IFA are as follows:

Raimon Land Plc. (RL)

•

IFA Raimon Land Residences Company Limited (IFA RLR)

•

IFA Ploenchit Residences Company Limited (IFA PR)

(1)

Mr. Talah Al Bahar

(2)

Mr. Hubert Viriot

(3)

Mr. Werner Burger

•

IFA RLR and IFA PR are the affiliates of IFA, RL’s major shareholder holding approximately 26.15% of RL’s total issued shares RL holds approximately 51 of the total shares in RLR

• •

Raimon Land Plc. (RL)

•

Raimon Land Residences Company Limited (RLR)

•

RLR holds approximately 51 of the total shares in PR

Ploenchit Residences Limited (PR)

•

Common directors of RL, IFA, RLR and PR are as follows:

Company

(1)

Mr. Talah Al Bahar

(2)

Mr. Hubert Viriot

Nature of Transaction

•

Value of Transaction

Remarks

(Baht)

IFA provides RL with financial assistance by way of short-term loans and the interest rate charged by IFA is 10% per annum or less

17 million (in respect of Baht 340 million loan)

•

RL sold 49,000 shares in RLR, being 49% of the total shares in RLR to IFA RLR

4.9 million

•

RLR sold 49,000 shares in PR, being 49% of the total shares in PR, to IFA PR

4.9 million

•

Loan to RL for funding development of property project and using as working capital

•

RL is not required to give any collateral to secure the repayment of such loan

•

RL’s audit committee has been appointed as RLR and PR in order to ensure that the management of such companies is made for the best interest of RL and shareholders as a whole

Notification Date 14/08/08

Connected Person

•

and 13/11/08

Raimon Land Development

Relationship

•

Company Limited (RLD)

• •

IFA Raimon Land Development

•

RL holds approximately 51 of the

Value of Transaction

Nature of Transaction

•

Remarks

(Baht)

IFA RLD has expressed its intention to

0.74 million

•

RL’s

audit

committee

has

been

total shares in RLD

exercise the option to purchase

appointed as RLD in order to ensure

IFA RLD is an affiliate of IFA, RL’s

49,000 shares in RLD, being 49% of

that

Company Limited (IFA RLD)

major shareholder holding

RLD’s total shares

companies is made for the best

Raimon Land Plc. (RL)

approximately 26.15% of the total

interest of RL and shareholders as a

shares in RL

whole

•

the

management

such

Common directors of RL, IFA, RLD are as follows:

11/09/08

•

12/09/08 and

•

16/12/08

• • •

IFA

Raimon

Land

Residences

•

Mr. Hubert Viriot

IFA RLR, IFA PR and IFA RLD are

•

RL agrees to provide RLR and RLD

the affiliates of IFA, RL’s major

with financial assistance by way of

IFA Ploenchit Residences Company

shareholder holding approximately

long-term loan

Limited (IFA PR)

26.15% of RL’s total issued shares

IFA Raimon Land Development

•

15% per annum or less (RLR and RLD

Company Limited (IFA RLD)

approximately 51% and 49% of

are responsible for withholding tax

Raimon Land Plc. (RL)

RLR’s total shares, respectively

derived from such interest)

Raimon Land Residences Company

•

Ploenchit Residences Company

•

RLR and IFA PR hold

•

approximately 51% and 49% of

provide

PR’s total shares, respectively

financial assistance by way of long-

RL and IFA RLD hold

and

RLD

533.33 million

repaid after the full repayment of loan to financial institutions)

• 1,981 million

with

Raimon Land Development

approximately 51% and 49% of

Company Limited (RLD)

RLD’s total shares, respectively

IFA PR and IFA RLD is 15% per

Common directors of RL, IFA, RLR,

annum or less (RLR, PR and RLD are

PR and RLD are as follows:

responsible for withholding tax derived

(1)

Mr. Talah Al Bahar

from such interest)

(2)

Mr. Hubert Viriot

•

RLR, PR and RLD shall repay the loan and interest thereon at the same time

term loan

•

RLR, PR and RLD are not required to give collateral to secure the repayment

IFA RLR, IFA PR and IFA RLD agree to RLR,

888.93 million

on 10 August 2012 (the loan will be

The interest rate charged by RL is

RL and IFA RLR hold

Limited (PR)

•

Mr. Talah Al Bahar

(2) Company Limited (IFA RLR)

Limited (RLR)

•

(1)

The interest rate charged by IFA RLR,

1,356 million

for such loan

ANNUAL REPORT 2008 RAIMON LAND PLC.

Necessity and Justification of Transactions In entering into such connected transactions, the Company considered that such transactions were necessary and justified. The transactions were carried out in the best interests of the Company and generally in line with normal business practice. The relevant consideration, fee and commercial terms were based on the fair market price taking into account the transactions between the Company and other non-related parties. There was no transfer of benefits between the Company and any person who may have a conflict of interest or be interested party. The Companyâ&#x20AC;&#x2122;s audit committee acknowledged and agreed with the decision made and an action of the Board of Directors and/or the management by taking into account the appropriateness of entering into all connected transactions in 2008. Measurement and Procedures for Approval of Connected Transactions The approval for the connected transactions has fully complied with the law concerning securities and stock exchange and regulations, notifications, orders and requirements of the Stock Exchange of Thailand. Any interested director or person who may have a conflict of interest with the Company in any particular transaction will not be eligible to participate in the considering and approving process of such transaction, unless the nature of such conflict of interest is waived by the laws concerning securities and stock exchange and regulations, notifications, orders or rules of the Stock Exchange of Thailand regarding Disclosure of Information and Listed Companiesâ&#x20AC;&#x2122; Compliance concerning Connected Transactions B.E. 2546. Policy and Tendency of Future Connected Transactions In the future, the Company may enter into a connected transaction if such transaction will be best the Company. The Company has determined the policy for future connected transactions to be in line for normal commercial business practices with a fair market price, which is comparable to the transactions between the Company and other non-related parties. The Company is striving to comply with the laws concerning securities and the stock exchange and regulations, notifications, orders or requirements of the Stock Exchange of Thailand and also is in compliance with requirements concerning the disclosure of connected transactions. In addition, the audit committee shall attend the Board of Directors meeting held to consider the approval of any connected transaction, in order to give an opinion on price and the appropriateness of entering into the transaction.

ANNUAL REPORT 2008 RAIMON LAND PLC.

Risk Factors 1. Business Risk Risk of land acquisition for project development Raimon Land does not adopt the use of a land bank policy for further development unless it is land, which the Company foresees has a high potential for development and the price of which is at a level that provides a high investment return. Seeking and acquiring land in prime areas at reasonable prices are a key risk and a main factor of the success of the business operation of the Company. The Company mitigates the risk of acquiring land for project development by having an extensive network of brokers, directors and executives. This powerful network enables the Company to seek or acquire land in prime areas at reasonable prices. In addition, the Company minimizes the risk by giving priority to extensive market research and surveys. The results of this market research and surveys permit the Company to analyze the data for considering and mitigating the risk of land acquisition effectively. Risk of project development In 2008, the Composite Construction Cost Index increased about 17.2% compared to that of 2007 (source: the Bureau of Trade and Economic Indices). However, the Composite Construction Cost Index gradually decreased during the last five months of 2008 with the potential of continuing to decrease in 2009 as a result of the continuous drop of oil prices. This can be viewed as an indication that construction material costs will show considerable volatility in 2008. Such volatility of oil prices will impact on the Companyâ&#x20AC;&#x2122;s long-term gross margin. Nevertheless, the potential decrease of construction material costs provides a positive impact on the Companyâ&#x20AC;&#x2122;s cost of construction. Raimon Land minimizes the risk, which is caused by the volatility of construction material costs by employing only one construction contractor and signing the contract as a turnkey construction contract, which permits Raimon Land to effectively control construction costs. In addition, in order to reduce costs, the Company purchases some construction materials directly from suppliers, such as steel and tiles. Moreover, in some cases, the Company reduces risk by proactively fixing the delivered price of construction materials, which has a direct impact on the costs of construction in order to eliminate the volatility. In addition to the fluctuation of construction material costs, the shortfall in number of capable contractors is another problem in the Thai property market, which may impact on the quality and schedule of projects. The Company has three guidelines for risk management as follows: 1.

Raimon Land adopts a project development risk management review and audit system for every project, which includes strictly monitoring contractor selection guidelines, conducting performance tests of key materials (e.g. steel, windows, glass and bricks), seeking new technology, focusing on developing quality construction materials, and improving the management of the construction system to ensure optimization of cost management and negotiation of material prices with the same or better product quality. In entering into the hiring of the construction contractors to construct most projects of the Company, the Company will enter into a fixed lump sum price contract in order to reduce the risk of cost overrun. In some cases, the Company also makes payments in advance when cost savings or risk mitigation of cost increases opportunities arise.

Raimon Land mitigates project development risk by hiring external consultants with capabilities and skills specifically suited to each project. The criteria for selecting these consultants is based on their specific skills, resources, ability to apply modern technology and materials for cost savings and improving the effectiveness of work, and effective and fast-track construction. These consultants provide commentary to the Companyâ&#x20AC;&#x2122;s selection of contractors and/or suppliers. The project manager will monitor the contractor as well as negotiate the costs.

ANNUAL REPORT 2008 RAIMON LAND PLC.

For every project, the Company will select the main contractor from among leading international construction contractors. Contractors are chosen based on their reliability to be solely responsible for a project’s management and construction, overall design coordination, and interfacing ability, competent and effective staff and resources in finance, technology and management, work history, reputation and reliability in delivering the complete work on time and within budget.

Risk of sales The pace of sales at each project is extremely important for a condominium developer like Raimon Land for two reasons. The faster sales occur, the lower the Company’s financial risk and other burdens. Also, this enables the Company to manage the project’s risk easier because a project with long-term sales can cause a construction delay and lead to increased project costs and a declining gross margin. The competitive environment of the premium property segment and the volatility of Thailand’s economic environment are the two more risks that may affect the sales pace of the Company’s projects. Raimon Land focuses on sales risk management by developing projects on prime sites, brand building, innovating project development, understanding the market, and customer base expansion. The Company believes that the right location is the most important factor in minimizing sales risk. Accordingly, the Company has invested intensively in research and feasibility studies, which include the assessment of project locations, the environment, market and competition, numbers of competitors, target customers, and infrastructure and public transportation systems. Investment in the Company’s brand building is starting to pay off as the Company is being known as a major player in the premium residential market. Raimon Land has a large number of repeat customers who value the Company’s projects as both investments and for residential purposes. This customer research has increased the Company’s understanding of its market and has been a foundation for its continuous project innovation. These are two important factors that have helped the Company to mitigate the risk of competition and the changes in its customer’s behavior as the Company is able to adjust its business strategies to deal with the changing environment and create distinct and suitable products to meet its customers’ needs. Additionally, the Company understands that the expansion of its customer base will help mitigate the risks arising from economic volatility both locally and regionally. In 2008, about 50% of the Company’s customers were international buyers from over 52 countries. This customer diversity is a result of the Company’s proactive marketing strategies for the whole region. 2. Financial risk and other possible risks Risks of obtaining funds for the project development Normally, the nature of a condominium project requires substantial funding in the initial stage and will take 3-5 years for margin and cost returns. Therefore, the Company’s ability to access a low-cost financial source is among the main factors in determining the project’s success, both from a margin perspective and a liquidity perspective. The developer has four main financial sources: existing cash reserves and/or new equity injection, deposits collected from the sale of units, cash from transfer of condominium units, and loans from banks for land purchase and/or construction. Difficulty in seeking financial support and project risks usually arises from delays in sales and the problem of costs rising. Deposits from a project’s sales and cash from condominium unit transfer have helped in mitigating the risk of seeking funds. At present, The Heights Phuket project has been completely constructed and the Company commenced transferring units to customers in January 2009. The total sales of other projects of the Company and of the Company’s subsidiaries have been satisfactory. At the end of 2008, the Northpoint project and The River project had total sales of 65% and 53% respectively of the project values. At the end of 2008, the sold value of two projects was collectively worth about 11 billion baht. In addition, Raimon Land is recorded as a prime customer of many local financial institutions. The Company received financial support from local banks from 2003 and still is receiving good financial support. The River project has secured financing and is now applying for financial support for other projects. Raimon Land also has a strong relationship with investors and other private investment funds, which give support to the Company for both funding and investing in projects.

ANNUAL REPORT 2008 RAIMON LAND PLC.

Furthermore, the trend of interest rates in 2009 will continue to be low and will be declining. This low rate interest trend provides a positive impact on Raimon Land’s financial costs since most of the loans are using the floating rate. Risk from providing financial assistance to subsidiaries and affiliates Raimon Land has provided financial support by way of loans and guarantees to its subsidiaries and affiliates which may create a risk of having costs or liabilities if those subsidiaries or affiliates fail to repay the debts. Nonetheless, the Company’s financial assistance is specifically limited to those entities, which the Company has the power to control and manage. In order to minimize risk, the Company has strictly complied with the criteria outlined by the Stock Exchange of Thailand. That is, the Company will request the opinion of the audit committee and the approval of the Company’s board of directors and/or its shareholders’ meeting, if the matter meets the requirements set by the Stock Exchange of Thailand. Additionally, if the Company and/or its subsidiaries have any surplus liquidity, the Company and/or its subsidiaries will, by way of inter-company loans, manage to gain maximum returns and benefits to the group both directly and indirectly; given the Company is their major shareholder. Risk from the change of revenue recognition method At present, Raimon Land uses the Percentage of Completion Method for revenue recognition. The revenue recognition will trigger when each project has passed three tests: percentage of project area sold, percentage of collection from each customer and percentage of construction completion. When the project has passed the first two tests, the revenue will be recognized depending on construction progress. By using this method, the Company’s revenue is therefore in accordance with the period of construction. The new revenue recognition method, which is being proposed, will require the Company to recognize its income when there is a transfer of ownership. If the accounting standard is imposed, the Company will not be able to recognize its revenue even though the Company has already received payments from the project. Such income recognition may have impacts on the financial reports. The shareholders should therefore follow the change of this standard in the near future. However, this change will not affect the Company’s cash flow recognition. Risk from the increase of shares The Company has allocated its ordinary shares in reserve for future exercise of rights of the warrants (RIMON-W2). As at 31 December 2008, there were 59,987,834 unexercised warrants which will be expired on 21 April 2009. The Company’s closing price as of 31December 2008 is Baht 0.29 per share, which is lower than the exercised price (Baht 1.228 per share). Any exercise of the warrants in the future will impact shareholders. This impact is based on the number of warrants being exercised. The shareholders should therefore take this matter into consideration before doing any share trading or exercising the warrants. Risk from the USD 10 million put option A company in the Lehman Brothers Group which is one of the shareholders of Taksin Hotel Holding Company Limited has the right to exercise a put option by asking Raimon Land to acquire 25% of shares in Taksin Hotel Company Limited at the value of USD 10 million (plus 15% annual carrying cost). The put option will expire in September 2009. The Company may therefore have a cash flow risk if Lehman Brothers requires Raimon Land to buy the shares. However, the Company believes that it will be able to find investors to buy the shares or reach an agreement with Lehman Brothers. At the end of 2008, The River project already made its total sales of 56% of the total saleable area.

ANNUAL REPORT 2008 RAIMON LAND PLC.

Risk from the attrition of key personnel The real estate development business relies heavily on the knowledge and capabilities of personnel. To this end, the Company has selected and employed qualified and competent employees who have a high potential for advancement. The Company well recognizes the importance of its personnel and constantly strives to increase morale and enable the personal and professional growth of its personnel through suitable levels of remuneration, benefits, and opportunities for training. As a result, the Company believes that it has minimized the risk of key personnel leaving the Company.

ANNUAL REPORT 2008 RAIMON LAND PLC.

Report of Independent Auditor To the Shareholders of Raimon Land Public Company Limited

I have audited the accompanying consolidated balance sheet of Raimon Land Public Company Limited, its subsidiaries and its jointly controlled entities as at 31 December 2008, the related consolidated statements of income, changes in shareholdersâ&#x20AC;&#x2122; equity and cash flows for the year ended, and the separate financial statements of Raimon Land Public Company Limited for the same period. These financial statements are the responsibility of the management of the Company, its subsidiaries and its jointly controlled entities as to their correctness and the completeness of the presentation. My responsibility is to express an opinion on these financial statements based on my audit. The consolidated financial statements of Raimon Land Public Company Limited and its subsidiaries, and the separate financial statements of Raimon Land Public Company Limited for the year ended 31 December 2007, as presented herein for comparative purposes, were audited in accordance with generally accepted auditing standards by another auditor of our firm who expressed an unqualified opinion on those financial statements, under her report dated 25 February 2008. I conducted my audit in accordance with generally accepted auditing standards. Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audit provides a reasonable basis for my opinion. In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Raimon Land Public Company Limited, its subsidiaries and its jointly controlled entities and of Raimon Land Public Company Limited as at 31 December 2008, the results of their operations, and cash flows for the year ended, in accordance with generally accepted accounting principles.

Supachai Phanyawattano Certified Public Accountant (Thailand) No. 3930

Ernst & Young Office Limited Bangkok: 2 March 2009

ANNUAL REPORT 2008 RAIMON LAND PLC.

Raimon Land Public Company Limited, its subsidiaries and its jointly controlled entities Balance sheets As at 31 December 2008 and 2007 (Unit: Baht) Consolidated ďŹ nancial statements Note

2008

Separate ďŹ nancial statements

2007

2008

2007

Assets Current assets Cash and cash equivalents

336,183,445

503,203,066

84,619,373

319,147,293

Unbilled completed work, net

1,364,836,084

972,464,639

1,275,049,598

391,234,781

Unbilled completed work - related parties

26,734,504

15,473,837

26,734,504

Amounts due from subsidiary and related company, net

5,397,823

90,830,285

1,076,468,606

901,356,825

Short-term loans to subsidiaries and related company and interest receivable, net Current portion of long-term loan to subsidiary and interest receivable Project development cost, net

120,556,752

6,021,421,226

5,930,957,744

1,105,469,599

1,073,597,231

Other current assets Advance payment to contractors

508,571,991

128,641,913

109,067,733

111,575,990

Deposits for purchase of land

26,200,000

5,000,000

15,000,000

5,000,000

Prepaid expenses

11,333,608

15,152,764

4,877,891

3,846,990

Others

39,453,932

9,599,222

9,875,892

8,062,586

8,334,734,790

7,580,493,185

3,712,561,019

3,025,208,733

Total current assets Non-current assets Long-term loans to jointly controlled entities 7

1,007,282,695

Investments in subsidiaries, net

and interest receivable

758,180,113

747,680,128

Investments in joint ventures

5,609,240

Property, plant and equipment, net

250,126,271

237,647,121

214,581,282

209,308,904

92,500,000

95,833,333

Deposits

11,384,285

12,190,422

4,248,729

2,325,307

Others

48,154,705

6,241

11,359,074

6,443,570

Total non-current assets

1,409,447,956

345,677,117

2,001,261,133

965,757,909

Total assets

9,744,182,746

7,926,170,302

5,713,822,152

3,990,966,642

Leasehold right, net Other non-current assets

The accompanying notes are an integral part of the ďŹ nancial statements.

ANNUAL REPORT 2008 RAIMON LAND PLC.

Raimon Land Public Company Limited, its subsidiaries and its jointly controlled entities Balance sheets (continued) As at 31 December 2008 and 2007 (Unit: Baht) Consolidated ﬁnancial statements Note

2008

Separate ﬁnancial statements

2007

2008

2007

Liabilities and shareholders' equity Current liabilities Short-term loans from ﬁnancial institutions

Trade accounts payable

2,061,565,058

30,000,000

383,171,308

30,000,000

313,268,854

270,481,267

232,081,546

135,885,496

214,056,000

Current portion of long-term loans 13

717,220,160

Current portion of long-term debentures

from ﬁnancial institutions

351,560,584

2,127,574,516

Amounts due to related companies

388,735

1,774,443

210,737

Short-term loan from subsidiary and accrued interest

208,946,575

353,724,864

179,608,018

353,724,864

179,608,018

79,697,570

119,706,377

37,829,356

70,547,646

550,166,246

767,556,648

30,201,483

128,599,481

Short-term loans from major shareholder and accrued interest Other current liabilities Accrued expenses Deposits received from customers Deposits received from customers - related parties

43,727,351

38,809,430

100,000

6,980,840

Cash received in advance from customers

370,778,925

147,267,254

Cash received in advance from customers - related parties

4,680,049

463,459

81,234,459

86,136,296

52,781,462

40,265,699

6,068,653

3,173,566

6,068,653

3,173,566

10,978,763

21,093,311

6,069,404

9,891,568

4,227,840,111

4,510,864,745

1,310,974,651

966,949,764

Retention payable Current portion of hire purchase payable Others Total current liabilities Non-current liabilities Long-term loans from ﬁnancial institutions, 13

2,333,421,883

343,904,005

1,077,421,883

343,904,005

Long-term debentures, net of current portion

net of current portion

346,062,500

Provision for loss on investments in joint ventures

64,256,733

10,169,632

5,585,399

10,169,633

5,585,399

Other non-current liabilities Total non-current liabilities

2,407,848,248

695,551,904

1,087,591,516

349,489,404

Total liabilities

6,635,688,359

5,206,416,649

2,398,566,167

1,316,439,168

The accompanying notes are an integral part of the ﬁnancial statements.

ANNUAL REPORT 2008 RAIMON LAND PLC.

Separate ﬁnancial statements

2008

2007

2008

2007

4,172,060,340

2,977,571,568

4,172,060,340

2,977,571,568

2,999,798,651

2,740,181,671

2,999,798,651

2,740,181,671

(208,584,691)

Shareholders' equity Share capital

Registered 4,172,060,340 ordinary shares of Baht 1 each (2007: 2,977,571,568 ordinary shares of Baht 1 each) Issued and paid up 2,999,798,651 ordinary shares of Baht 1 each (2007: 2,740,181,671 ordinary shares of Baht 1 each) Share discount Retained earnings (deﬁcits) Appropriated - statutory reserve

Unappropriated Equity attributable to Company's shareholders

36,131,233

17,075,656

36,131,233

17,075,656

66,606,109

(71,814,471)

487,910,792

125,854,838

2,893,951,302

2,476,858,165

3,315,255,985

2,674,527,474

Minority interests - equity attributable to minority 214,543,085

242,895,488

Total shareholders' equity

shareholders of subsidiaries

3,108,494,387

2,719,753,653

3,315,255,985

2,674,527,474

Total liabilities and shareholders' equity

9,744,182,746

7,926,170,302

5,713,822,152

3,990,966,642

The accompanying notes are an integral part of the ﬁnancial statements.

Directors

ANNUAL REPORT 2008 RAIMON LAND PLC.

Raimon Land Public Company Limited, its subsidiaries and its jointly controlled entities Income statements For the years ended 31 December 2008 and 2007 (Unit: Baht) Consolidated ﬁnancial statements Note

2008

Separate ﬁnancial statements

2007

2008

2007

2,706,885,258

1,693,380,657

1,830,115,155

10,975,000

4,837,658

3,258,200

3,066,632

3,258,200

Revenues Sales of residential condominium units Sales of land and houses Rental and service income

1,018,814,179

Other income Project management fee income

30,728,182

36,000,000

Marketing commission income

4,380,868

3,817,646

76,092,007

73,139,279

27,822,331

245,000

5,902,000

51,031,648

1,822,958

155,467,868

58,964,132

62,516,290

39,663,379

14,341,247

11,194,333

9,793,012

5,055,476

2,871,815,300

1,730,350,794

2,145,171,235

1,201,133,266

1,773,922,739

1,153,409,216

1,243,374,501

677,365,124

6,933,464

Selling expenses

373,849,128

306,755,162

123,047,154

166,824,286

Administrative expenses

446,842,602

287,280,220

348,313,513

252,688,992

Other expenses

89,496

6,498,328

55,200

4,293,858

Total expenses

2,594,703,965

1,760,876,390

1,714,790,368

1,101,172,260

Income (loss) before ﬁnance cost

277,111,335

(30,525,596)

430,380,867

99,961,006

Finance cost

(119,770,389)

(80,822,364)

(49,269,336)

(28,790,221)

Gain on sales of investment in subsidiary Gain from exchange rate Interest income

Reversal of accrued speciﬁc business tax and accrued transfer fees Others Total revenues Expenses Cost of residential condominium units sold Cost of land and houses sold

Share of loss from investments in joint ventures

(39,908,159)

Net income (loss) for the year

117,432,787

(111,347,960)

381,111,531

71,170,785

Equity holders of the parent

145,785,190

(30,428,848)

381,111,531

71,170,785

Minority interests of the subsidiaries

(28,352,403)

(80,919,112)

117,432,787

(111,347,960)

0.05

(0.01)

0.13

0.03

2,883,484,103

2,127,567,988

2,883,484,103

2,127,567,988

Net income (loss) attributable to:

Earnings per share

Basic earnings per share Net income (loss) attributable to equity holders of the parent Weighted average number of ordinary shares (shares)

The accompanying notes are an integral part of the ﬁnancial statements.

ANNUAL REPORT 2008 RAIMON LAND PLC.

70 ANNUAL REPORT 2008 RAIMON LAND PLC.

Raimon Land Public Company Limited, its subsidiaries and its jointly controlled entities Statements of changes in shareholders' equity For the years ended 31 December 2008 and 2007 (Unit: Baht) Consolidated ďŹ nancial statements Equity attributable to the parent's shareholders

Minority interest Total

Issued

Note Balance as at 1 January 2007

share capital

discount

2,108,370,871

Net loss for the year Increase in share capital from exercise of warrants

and paid-up

Retained earnings (deďŹ cits) Appropriated

Unappropriated

(185,207,691)

13,517,117

(37,827,084)

equity attributable

to minority

to the parent's

shareholders

of subsidiaries

Total

1,898,853,213

323,814,426

2,222,667,639

(30,428,848)

(80,919,112)

(111,347,960)

631,810,800

(23,377,000)

608,433,800

3,558,539

(3,558,539)

Unappropriated retained earnings transferred to statutory reserve Minority interest - equity attributable to minority -

174

Balance as at 31 December 2007

shareholders of subsidiaries

2,740,181,671

(208,584,691)

17,075,656

(71,814,471)

2,476,858,165

242,895,488

2,719,753,653

Balance as at 1 January 2008 - previously reported

2,740,181,671

(208,584,691)

17,075,656

(71,814,471)

2,476,858,165

242,895,488

2,719,753,653

Eliminate negative goodwill on investment in subsidiary (Note 3.1) Balance as at 1 January 2008 - as restated Net income (loss) for the year Issuance of additional ordinary shares

11,690,967

2,740,181,671

(208,584,691)

17,075,656

(60,123,504)

2,488,549,132

242,895,488

2,731,444,620

145,785,190

(28,352,403)

117,432,787

259,616,980

19,055,577

(19,055,577)

2,999,798,651

(208,584,691)

36,131,233

66,606,109

2,893,951,302

214,543,085

3,108,494,387

Unappropriated retained earnings transferred to statutory reserve Balance as at 31 December 2008

The accompanying notes are an integral part of the ďŹ nancial statements.

Raimon Land Public Company Limited, its subsidiaries and its jointly controlled entities Statements of changes in shareholders' equity (continued) For the years ended 31 December 2008 and 2007 (Unit: Baht) Separate ďŹ nancial statements Issued

Note Balance as at 1 January 2007 Net income for the year Increase in share capital from exercise of warrants

Unappropriated retained earnings transferred to statutory reserve

and paid-up

share capital

discount

Retained earnings Appropriated

Unappropriated

Total

2,108,370,871

(185,207,691)

13,517,117

58,242,592

1,994,922,889

71,170,785

631,810,800

(23,377,000)

608,433,800

3,558,539

(3,558,539)

Balance as at 31 December 2007

2,740,181,671

(208,584,691)

17,075,656

125,854,838

2,674,527,474

Balance as at 1 January 2008

2,740,181,671

(208,584,691)

17,075,656

125,854,838

2,674,527,474

381,111,531

Net income for the year Issuance of additional ordinary shares

259,616,980

Unappropriated retained earnings transferred to statutory reserve

19,055,577

(19,055,577)

2,999,798,651

(208,584,691)

36,131,233

487,910,792

3,315,255,985

Balance as at 31 December 2008

The accompanying notes are an integral part of the ďŹ nancial statements.

ANNUAL REPORT 2008 RAIMON LAND PLC.

Raimon Land Public Company Limited, its subsidiaries and its jointly controlled entities Cash ﬂow statements For the years ended 31 December 2008 and 2007 (Unit: Baht) Consolidated ﬁnancial statements 2008

Separate ﬁnancial statements

2007

2008

2007

Cash ﬂows from operating activities Net income (loss)

117,432,787

(111,347,960)

381,111,531

71,170,785

36,606,408

23,437,648

25,586,588

18,311,492

3,561,249

Gain on sales of investment in subsidiary

(27,822,331)

(245,000)

Share of loss from investments in joint ventures

39,908,159

(828,771)

36,772

(451,627)

36,665

3,720,872

(51,031,648)

(1,822,958)

(155,467,868)

(58,964,132)

(62,516,290)

(39,663,379)

356,082,198

267,579,473

114,105,128

59,726,671

407,830,512

181,444,224

324,975,373

97,563,602

(392,371,445)

(850,913,219)

(883,814,817)

(324,249,471)

(11,260,666)

(13,889,277)

(26,734,504)

1,584,560

85,432,462

(54,830,285)

Project development cost

(757,685,280)

(2,827,353,510)

(31,872,368)

(124,917,438)

Advance payment to contractors

(379,930,078)

(38,880,462)

2,508,257

(63,916,495)

Deposits for purchase of land

(21,200,000)

142,025,000

(10,000,000)

72,025,000

Other current assets

(19,999,037)

17,655,104

3,915,828

17,226,244

Other non-current assets

(41,357,374)

996,878

(7,627,186)

6,007,409

Trade accounts payable

57,174,384

13,591,774

96,196,050

25,100,356

Amounts due to related companies

(1,385,708)

1,763,957

(210,737)

200,251

Accrued expenses

33,001,722

96,676,280

7,450,173

42,091,882

Deposits received from customers

(212,472,481)

559,886,880

(105,278,838)

(34,995,427)

Cash received in advance from customers

227,728,261

147,730,713

(147,730,713)

147,730,713

Other current liabilities

(11,558,263)

49,133,342

11,588,686

6,525,507

Adjustments to reconcile net income (loss) to net cash provided by (paid from) operating activities: Depreciation and amortisation Loss on diminution in value of unbilled completed work

Loss (gain) on disposal of equipment Loss on diminution in value of investment in subsidiary Interest income Reversal of accrued speciﬁc business tax and accrued transfer fees Interest expenses (consist of interest expenses for operating and interest capitalised as part of project development cost) Income from operating activities before changes in operating assets and liabilities Operating assets decrease (increase) Unbilled completed work Unbilled completed work - related parties Amounts due from subsidiary and related company

Operating liabilities increase (decrease)

Other non-current liabilities Cash ﬂows used in operating activities Cash received for interest income Cash paid for interest expenses Cash paid for corporate income tax Net cash ﬂows used in operating activities

The accompanying notes are an integral part of the ﬁnancial statements.

ANNUAL REPORT 2008 RAIMON LAND PLC.

5,074,293

2,354,227

4,584,234

2,354,226

(1,118,411,160)

(2,517,778,089)

(676,618,100)

(184,499,366)

3,900,449

1,822,958

16,237,274

3,590,004

(341,104,129)

(290,601,168)

(72,045,986)

(51,950,390)

(15,563,121)

(4,309,192)

(6,760,035)

(3,786,618)

(1,471,177,961)

(2,810,865,491)

(739,186,847)

(236,646,370)

Raimon Land Public Company Limited, its subsidiaries and its jointly controlled entities Cash ﬂow statements (continued) For the years ended 31 December 2008 and 2007 (Unit: Baht) Consolidated ﬁnancial statements 2008

Separate ﬁnancial statements

2007

2008

2007

Cash ﬂows from investing activities Increase in short-term loans to subsidiaries and related company

(448,652,030)

(597,850,345)

Decrease (increase) in long-term loan to subsidiary

109,886,400

(40,000,000)

(583,841,500)

Cash received from sales of investment in subsidiary

735,000

Cash paid for investments in subsidiaries

(11,499,925)

(249,825)

Increase in long-term loan to jointly controlled entities

Cash paid for investments in joint ventures Acquisition of equipment Proceeds from sales of equipment Net cash ﬂows used in investing activities

(5,099,300)

(45,605,636)

(50,043,262)

(30,303,452)

(20,284,121)

1,470,441

7,603

684,373

7,103

(633,075,995)

(50,035,659)

(968,090,434)

(658,377,188)

2,031,565,058

353,171,308

190,000,000

172,336,821

Cash flows from financing activities Increase in short-term loans from financial institutions Increase in short-term loan from subsidiary Increase in short-term loans from major shareholder

150,499,195

172,336,821

150,499,195

Increase (decrease) in long-term debentures

(1,774,000,000)

1,671,000,000

Increase in long-term loans from ﬁnancial institutions

1,272,297,718

708,103,811

519,461,878

298,392,085

(90,577,000)

608,433,800

259,616,980

Decrease in long-term loans from overseas companies Cash received from exercise of warrants Cash received from issuance of additional ordinary shares Cash received for share subscriptions from minority interest of subsidiary

174

1,939,978,951

3,069,297,606

1,472,749,361

988,585,706

Net increase (decrease) in cash and cash equivalents

(164,275,005)

208,396,456

(234,527,920)

93,562,148

Cash and cash equivalents at beginning of the year

503,203,066

294,806,610

319,147,293

225,585,145

Net cash from ﬁnancing activities

Less: Cash and cash equivalents at beginning of the year of subsidiary company excluded in the consolidated ﬁnancial statements Cash and cash equivalents at end of the year

(2,744,616)

336,183,445

503,203,066

84,619,373

319,147,293

The accompanying notes are an integral part of the ﬁnancial statements.

ANNUAL REPORT 2008 RAIMON LAND PLC.

Raimon Land Public Company Limited, its subsidiaries and its jointly controlled entities Notes to consolidated financial statements For the years ended 31 December 2008 and 2007 1.

General information

1.1

Corporate Information Raimon Land Public Company Limited (â&#x20AC;&#x153;the Companyâ&#x20AC;?) is a public company incorporated and domiciled in Thailand. Its major shareholders are IFA Hotels & Resorts 3 Ltd., a company existing under Kuwait laws, and Istithmar Hotels FZE, an investment institution existing under United Arab Emirates laws. The Company is principally engaged in the property development and its registered address is 62 The Millennia Tower, 22nd Floor, Unit 2201-3, Langsuan Road, Lumpini, Pathumwan, Bangkok.

1.2

Economic crisis The financial crisis experienced by the United States of America over the past year has had a far reaching adverse effect on the global economy as evidenced by sharp falls in share prices worldwide, a tight squeeze on credit including interbank lending, failures of large financial institutions and reduced consumer confidence. The crisis has substantially affected the business and financial plans of Thailand enterprises and asset value. Despite efforts made by governments of many countries to contain the crisis, it remains uncertain as to when the global economy will return to normalcy. These financial statements have been prepared on the bases of facts currently known to the Company, and on estimates and assumptions currently considered appropriate. However, they could be adversely affected by an array of future events. As at 31 December 2008, a subsidiary had debentures totaling Baht 360 million, which is to be paid within October 2009 as described in Note 14 to financial statements. The jointly controlled entity had debentures totaling Baht 350 million, which is to be paid within March 2009. The holder of debentures of the subsidiary and the jointly controlled entity is a company incorporated in Hong Kong, which is related to a U.S. corporation that is currently facing major financial problems. However, in the current economic circumstance, the management of the subsidiary and the jointly controlled entity believe that their companies will definitely be able to find alternative sources of funds and/or redeem the debentures on maturity.

Basis of preparation

2.1

The financial statements have been prepared in accordance with accounting standards enunciated under the Accounting Profession 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 14 September 2001, 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 such financial statements in Thai language.

ANNUAL REPORT 2008 RAIMON LAND PLC.

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”): Revenues as

Company’s name

Contemporary Property

Company Limited and

to the consolidated

total revenues for

total assets

the year ended 31

business

incorporation

shareholding

as at 31 December

December

2008

2007

2008

2007

2008

2007

Percent

Thailand

98.59

6.76

12.76

6.54

39.21

Thailand

95.00

0.08

0.02

Thailand

55.00

0.01

0.03

0.65

Thailand

59.84

20.53

14.53

25.73

0.17

Thailand

99.99

8.81

Thailand

99.99

8.76

8.49

Thailand

99.99

19.60

20.52

0.02

Leasing

Thailand

99.93

0.08

0.13

Property

Thailand

99.99

0.02

Property

Rehabilitation

Taksin Hotel Holding

the consolidated

Percentage of

Raimon Land Planner

Company Limited

a percentage

Country of

development

Strategic Property

a percentage to

Nature of

Company Limited

Assets as

plan administrator Property development Property development

its subsidiary (Held by Contemporary Property Company Limited 11%) Raimon Land

Property

Development

development

Company Limited Raimon Land Property Company Limited Raimon Land Park View

Property development Property

Development Company development Limited Raimon Land Resorts Company Limited Wireless One Residences Company

development

Limited

In September 2008, the Company invested 99.99 percent of the registered share capital of Wireless One Residences Company Limited, which is a subsidiary as described in Note 9 to the financial statements.

ANNUAL REPORT 2008 RAIMON LAND PLC.

Since August 2008, the Company has presented investment in Raimon Land Development Company Limited as from investment in subsidiary to investment in joint venture as described in Note 10 to the financial statements. 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.

The financial statements of the subsidiaries are prepared for the same reporting period as the parent company, using consistent significant accounting policies.

Material balances and transactions between the Company and its subsidiaries have been eliminated from the consolidated financial statements.

Minority interests represent the portion of net income or loss and net assets of the subsidiaries that are not held by the Company and are presented separately in the consolidated income statement and within equity in the consolidated balance sheet.

2.3

The separate financial statements, which present investments in subsidiaries and joint ventures presented under the cost method, have been prepared solely for the benefit of the public.

Adoption of new accounting standards

3.1

Accounting standards which are effective for the current year The Federation of Accounting Professions has issued Notification No. 9/2550, 38/2550 and 62/2550 mandating the use of new accounting standards as follows: TAS 25 (revised 2007)

Cash Flow Statements

TAS 29 (revised 2007)

Leases

TAS 31 (revised 2007)

Inventories

TAS 33 (revised 2007)

Borrowing Costs

TAS 35 (revised 2007)

Presentation of Financial Statements

TAS 39 (revised 2007)

Accounting Policies, Changes in Accounting Estimates and Errors

TAS 41 (revised 2007)

Interim Financial Reporting

TAS 43 (revised 2007)

Business Combinations

TAS 49 (revised 2007)

Construction Contracts

TAS 51

Intangible Assets

These accounting standards become effective for the financial statements for fiscal years beginning on or after 1 January 2008. The management has assessed the effect of these standards and believes that TAS 49 (revised 2007) is not relevant to the business of the Company, while TAS 25 (revised 2007), TAS 29 (revised 2007), TAS 31 (revised 2007), TAS 33 (revised 2007), TAS 35 (revised 2007), TAS 39 (revised 2007), TAS 41 (revised 2007) and TAS 51 do not have any significant impact on the financial statements for the current year. The following accounting standard has an impact to the financial statements for the current year.

ANNUAL REPORT 2008 RAIMON LAND PLC.

TAS 43 (revised 2007) â&#x20AC;&#x153;Business Combinationsâ&#x20AC;? TAS 43 (revised 2007) does not require the amortisation of goodwill acquired in a business combination. Such goodwill is instead to be tested for impairment, and measured at cost less accumulated impairment losses. This accounting standard applies to goodwill arising from business combinations for which the agreement date is on or after 1 January 2008. Previously recognised goodwill can be accounted for prospectively, with the Company discontinuing the amortisation of the goodwill and instead testing for impairment, as from the beginning of the first fiscal year starting on or after 1 January 2008. TAS 43 (revised 2007) requires the Company to eliminate negative goodwill arising from business combinations for which the agreement date is before 1 January 2008, by adjusting it against the beginning balance of retained earnings. The change has the effect of increasing the beginning balance of retained earnings and other non-current assets for the year 2008 per consolidated financial statements by equal amounts of Baht 11.7 million. 3.2

Accounting standards which are not effective for the current year The Federation of Accounting Professions has also issued Notification No. 86/2551 mandating the use of the following new accounting standards: TAS 36 (revised 2007)

Impairment of Assets

TAS 54 (revised 2007)

Non-current Assets Held for Sale and Discontinued Operations

These accounting standards will become effective for the financial statements for fiscal years beginning on or after 1 January 2009. The management has assessed the effect of these standards and believes that they will not have any significant impact on the financial statements for the year in which they are initially applied. 4.

Significant accounting policies

4.1

Revenue recognition Sales of residential condominium units Sales of residential condominium units are recognised as revenue when contracts to purchase and sell of not less than 40 percent of the area opened for sales have been executed and initial payments have been received up to a certain level. The minimum initial payment to be received is set at 20 percent of their selling price. Revenue from sales of residential condominium units is recognised on a percentage of completion method. The percentage of completion measured by the proportion of actual development costs incurred up to the end of the period and the total anticipated development cost to be incurred to completion, excluding the cost of land. Sales of land and houses Sales of land and houses are recognised as revenue when contracts to purchase and sell have been executed and initial payments have been received up to a certain level. The minimum initial payment to be received is set at 20 percent of their selling price. Revenue from sales of land and houses is recognised on a percentage of completion method. The percentage of completion measured by the proportion of actual

ANNUAL REPORT 2008 RAIMON LAND PLC.

development costs incurred up to the end of the period and the total anticipated development cost to be incurred to completion, excluding the cost of land. Rental and service income Rental and related services income of units in office buildings and residential buildings are recognised on an accrual basis. Interest income Interest income is recognised on an accrual basis based on the effective interest rate. 4.2

Cost of residential condominium units sold and cost of land and houses sold In determining the cost of residential condominium units sold, the anticipated total development costs (after recognising the cost incurred to date) are attributed to units already sold on the basis of the sale value and then recognised as cost in the income statement according to the percentage of completion basis. In determining the cost of land and houses sold, the anticipated total development costs (after recognising the cost incurred to date) are attributed to units already sold on the basis of the salable area and then recognised as cost in the income statement according to the percentage of completion basis.

4.3

Cash and cash equivalents Cash and cash equivalents consist of cash in hand, cash at banks, and all highly liquid investments with an original maturity of three months or less and not subject to withdrawal restrictions.

4.4

Trade accounts receivable and allowance for doubtful debts Trade accounts receivable are stated at the net realisable value. Allowance for doubtful accounts is provided for receivable outstanding for more than three installments or 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.

4.5

Project development cost Project development cost is stated at cost less allowance for loss on diminution in value of projects. The details of cost calculation are as follows: Land

The Company and its subsidiaries record cost of land separately for each project.

Construction in progress

Construction in progress consists of the cost of design, cost of construction, public utility costs and interest capitalised to cost of projects. The Company and its subsidiaries record cost of design, construction and public utilities based on the actual cost incurred.

ANNUAL REPORT 2008 RAIMON LAND PLC.

4.6

Borrowing costs Borrowing costs directly attributable to the acquisition, construction of the projects that necessarily takes a substantial period of time to get ready for its intended sale are capitalised as part of the cost of the respective projects and will be ceased when the projects are completed or when the construction is suspended until active development resumes. 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.

4.7

Investments a)

Investments in non-marketable equity securities, which the Company classifies as other investments, are stated at cost net of allowance for loss on diminution in value (if any).

Investments in joint ventures are accounted for in the consolidated financial statements using the equity method.

Investments in subsidiaries and joint ventures are accounted for in the separate financial statements using the cost method.

4.8

Property, plant and equipment and depreciation Land is stated at cost. Buildings and equipment are stated at cost less accumulated depreciation and allowance for loss on impairment of assets. Depreciation of buildings and equipment is calculated by reference to their costs on a straight-line basis over the following estimated useful lives: Buildings and building improvement

20 years

Furniture, fixtures and office equipment

3,5 years

Motor vehicles

5 years

Depreciation is included in determining income. No depreciation is provided on land and land improvement. 4.9

Leasehold right and amortisation Leasehold right is stated at cost less accumulated amortisation. Amortisation of leasehold right is calculated by reference to its cost on a straight-line basis over the leasehold period.

4.10

Related party transactions Related parties comprise enterprises and individuals that control, or are controlled by, the Company, whether directly or indirectly, or which are under common control with the Company. They also include associated companies and individuals which directly or indirectly own a voting interest in the Company that gives them significant influence over the Company, key management personnel, directors and officers with authority in the planning and direction of the Companyâ&#x20AC;&#x2122;s operations.

ANNUAL REPORT 2008 RAIMON LAND PLC.

4.11

Foreign currencies 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 balance sheet date. Gains and losses on exchange are included in determining income.

4.12

Impairment of assets At each reporting date, the Company performs impairment reviews in respect of the property, plant and equipment 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 assetâ&#x20AC;&#x2122;s fair value less costs to sell and its value in use, is less than the carrying amount. In determining value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs to sell, an appropriate valuation model is used. These calculations are corroborated by a valuation model that, based on information available, reflects the amount that the Company could obtain from the disposal of the asset in an armâ&#x20AC;&#x2122;s length transaction between knowledgeable, willing parties, after deducting the costs of disposal. An impairment loss is recognised in the income statement.

4.13

Employee benefits Salaries, wages, bonuses and contributions to the social security fund and provident fund are recognised as expenses when incurred.

4.14

Income tax Income tax is provided in the accounts based on the taxable profits determined in accordance with tax legislation.

Significant accounting judgments and estimates The preparation of financial statements in conformity with generally accepted accounting principles at times requires management to make subjective judgments and estimates regarding matters that are inherently uncertain. These judgments and estimates affect reported amounts and disclosures and actual results could differ. Significant judgments and estimates are as follow: 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.

ANNUAL REPORT 2008 RAIMON LAND PLC.

Unbilled completed work (Unit: Baht) Consolidated financial statements

Separate financial statements

2008

2007

2008

2007

9,275,194,988

3,432,763,053

4,184,988,821

2,580,491,081

3,954,877,621

5,662,071,500

200,926,461

1,077,367,575

9,391,857,197

7,139,966,006

1,966,014,524

2,668,840,793

22,621,929,806

16,234,800,559

6,351,929,806

6,326,699,449

Revenue recognised

3,794,297,454

1,779,195,140

2,827,413,803

969,115,272

Less: Collection

(2,425,900,121)

(803,169,252)

(1,548,802,956)

(574,319,242)

1,368,397,333

976,025,888

1,278,610,847

394,796,030

(3,561,249)

1,364,836,084

972,464,639

1,275,049,598

391,234,781

Revenue recognised

65,845,387

19,813,605

54,406,729

Less: Collection

(39,110,883)

(4,339,768)

(27,672,225)

26,734,504

15,473,837

26,734,504

441,575,841

(721,103,876)

(294,308,587)

370,778,925

147,267,254

Value of contracts under which recognition of sales has commenced Value of sales not meeting criteria for revenue recognition Estimated future sale value of projects already open for sale Estimated total selling price of projects already open for sale â&#x20AC;&#x201C; total contract price

Unbilled completed work

Less: Allowance for loss on diminution of unbilled completed work Net

Unbilled completed work â&#x20AC;&#x201C; related parties

Cash received in advance from customers Collection Less: Revenue recognised

1,091,882,801

ANNUAL REPORT 2008 RAIMON LAND PLC.

(Unit: Baht) Consolidated financial statements

Separate financial statements

2008

2007

2008

2007

Collection

17,958,630

6,797,875

Less: Revenue recognised

(13,278,581)

(6,334,416)

4,680,049

463,459

Cash received in advance from customer - related parties

Sales value of projects for which contracts have been prepared in proportion to total sales value of project Estimated future sales value of projects already open for sale

9,391,857,197

7,139,966,006

1,966,014,524

2,668,840,793

13,230,072,609

9,094,834,553

4,385,915,282

3,657,858,656

22,621,929,806

16,234,800,559

6,351,929,806

6,326,699,449

Add: Value of project which already been sold Estimated total selling price of projects already open for sale - total contract price Proportion of sales value/project

58.48%

value

56.02%

69.05%

57.82%

As at 31 December 2008, the Company ceased revenue recognition for a residential condominium unit with a contract value of Baht 18.7 million (31 December 2007: Baht 18.7 million). 7.

Related party transactions During the years, the Company 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 and those related parties.

(Unit: Million Baht) Consolidated

Separate

financial

statements

2008

2007

2008

Transfer pricing policy

2007

Transactions with subsidiaries (Eliminated

from

the

consolidated

financial statements) Project management fee income

ANNUAL REPORT 2008 RAIMON LAND PLC.

30.7

36.0

As stipulated in agreements

(Unit: Million Baht) Consolidated

Separate

financial

statements

2008 Marketing commission income

2007 -

2008 -

Transfer pricing policy

2007

75.2

69.8

At prices charged to the third parties

Interest income

106.3

58.1

Interest rate of 10% per annum (2007: Interest rate of 6% and 10% per annum)

Interest expense

18.9

Interest rate of 10% per annum

Transactions with jointly controlled entities Interest income

47.2

Interest rate of 15% per annum

Transactions with related companies (Related by the way of common directors) Sales of residential condominium units

4.1

Similar to market price

Marketing commission income

0.4

Similar to market price

Service fee expenses

5.0

2.3

2.2

1.1

Similar to market price

Marketing commission expense

1.9

At prices charged to the third parties

Transactions with major shareholder Interest expenses

23.6

22.6

23.6

22.6

Interest rate of 10 % per annum

Marketing commission expenses

1.4

At prices charged to the third parties

Transactions with directors and employees Sales of residential condominium units Transfer fee of the agreement to sale and to purchase residential

57.5

26.1

48.1

6.3

0.6

0.2

Similar to market price At prices charged to the third parties

condominium units

ANNUAL REPORT 2008 RAIMON LAND PLC.

As at 31 December 2008 and 2007, the balances of the accounts between the Company and those related parties are as follows: (Unit: Baht) Consolidated financial statements 2008

Separate financial statements 2007

2008

2007

Amounts due from subsidiary and related company Subsidiary - Taksin Properties Company Limited

5,397,823

90,830,285

- Cha-am Campus City Company Limited

19,200,000

Less: Allowance for doubtful debts

(19,200,000)

5,397,823

90,830,285

Loans

467,745,000

305,000,000

Interest receivable

76,299,417

35,617,277

Loans

474,447,375

202,000,345

Interest receivable

44,077,476

9,877,567

Loans

335,000,000

Interest receivable

13,861,636

Related company

Net

Short-term loans to subsidiaries and related company and interest receivable Subsidiaries - Raimon Land Property Company Limited

- Raimon Land Park View Development Company Limited

- Raimon Land Development Company Limited

- Raimon Land Resorts Company Limited Loans

7,760,000

Interest receivable

221,957

Loans

5,700,000

Interest receivable

217,381

- Raimon Land Planner Company Limited

ANNUAL REPORT 2008 RAIMON LAND PLC.

(Unit: Baht) Consolidated financial statements

Separate financial statements

2008

2007

2008

2007

Loans

427,318,741

Interest receivable

401,996,061

401,996,661

401,996,061

829,314,802

1,905,783,408

1,730,671,627

(829,314,802)

1,076,468,606

901,356,825

Related company - Cha-am Campus City Company Limited

Less: Allowance for doubtful debts Net

Loan

109,886,400

Interest receivable

10,670,352

120,556,752

Current portion of long-term loan to subsidiary and interest receivable - Contemporary Property Company Limited

Long-term loans to jointly controlled entities and interest receivable - Raimon Land Development Company Limited Loans Interest receivable

290,700,000

55,931,545

628,141,500

32,509,650

1,007,282,695

- Raimon Land Residences Company Limited Loans Interest receivable

Amounts due to related companies - The Siam Administrative Management Company Limited - IFA Properties Brokerage LLC

388,735

417,996

210,737

1,356,447

388,735

1,774,443

210,737

ANNUAL REPORT 2008 RAIMON LAND PLC.

(Unit: Baht) Consolidated financial statements 2008

Separate financial statements 2007

2008

2007

Short-term loan from subsidiary and accrued interest - Contemporary Property Company Limited Loans

190,000,000

Accrued interest

18,946,575

208,946,575

322,836,016

172,336,821

322,836,016

172,336,821

30,888,848

7,271,197

30,888,848

7,271,197

353,724,864

179,608,018

353,724,864

179,608,018

- Directors and employees

34,554,189

38,809,430

100,000

6,980,840

- Emasia Properties Limited

9,173,162

43,727,351

38,809,430

100,000

6,980,840

Short-term loans from major shareholder and accrued interest - IFA Hotels & Resorts 3 Ltd. Loans Accrued interest

Deposits received from customers related parties

During 2008, the movement of loans to subsidiaries, jointly controlled entities and related companies and related interest receivable, and loans from subsidiaries and major shareholder and related accrued interest are as follows: (Unit: Baht) Consolidated financial statements 2007

Increase

Decrease

2008

Short-term loans to subsidiaries and related company and interest receivable Related company - Cha-am Campus City Company Limited Loans

427,318,741

Interest receivable

401,996,061

829,314,802

(829,314,802)

Less: Allowance for doubtful debts Net

ANNUAL REPORT 2008 RAIMON LAND PLC.

(Unit: Baht) Consolidated financial statements 2007

Increase

Decrease

2008

Long-term loans to jointly controlled entities and interest receivable - Raimon Land Development Company Limited Loans

290,700,000

Interest receivable

55,931,545

Loans

628,141,500

Interest receivable

32,509,650

1,007,282,695

172,336,821

150,499,195

322,836,016

7,271,197

23,617,651

30,888,848

179,608,018

174,116,846

353,724,864

- Raimon Land Residences Company Limited

Short-term loans from major shareholder and accrued interest - IFA Hotels & Resorts 3 Ltd. Loans Accrued interest

(Unit: Baht) Separate financial statements 2007

Increase

Decrease

2008

Short-term loans to subsidiaries and related company and interest receivable Subsidiaries - Raimon Land Property Company Limited Loans Interest receivable

305,000,000

162,745,000

467,745,000

35,617,277

40,682,140

76,299,417

202,000,345

272,447,030

474,447,375

9,877,567

34,199,909

44,077,476

335,000,000

(335,000,000)

13,861,636

(13,861,636)

- Raimon Land Park View Development Company Limited Loans Interest receivable - Raimon Land Development Company -

Limited Loans Interest receivable

ANNUAL REPORT 2008 RAIMON LAND PLC.

(Unit: Baht) Separate financial statements 2007

Increase

Decrease

2008

- Raimon Land Resorts Company Limited Loans

16,320,000

(8,560,000)

7,760,000

Interest receivable

472,088

(250,131)

221,957

Loans

5,700,000

Interest receivable

217,381

Loans

427,318,741

Interest receivable

401,996,061

- Raimon Land Planner Company Limited

Related company - Cha-am Campus City Company Limited

1,730,671,627

532,783,548

Less: Allowance for doubtful debts

(829,314,802)

Net

901,356,825

(357,671,767) -

1,905,783,408 (829,314,802)

532,783,548

(357,671,767)

1,076,468,606

109,886,400

55,000,000

(164,886,400)

10,670,352

3,375,312

(14,045,664)

120,556,752

58,375,312

(178,932,064)

Current portion of long-term loans to subsidiary and interest receivable - Contemporary Property Company Limited Loans Interest receivable

Long-term loans to jointly controlled entities and interest receivable - Raimon Land Development Company Limited Loans

290,700,000

Interest receivable

55,931,545

Loans

628,141,500

Interest receivable

32,509,650

1,007,282,695

- Raimon Land Residences Company Limited

ANNUAL REPORT 2008 RAIMON LAND PLC.

(Unit: Baht) Separate financial statements 2007

Increase

Decrease

2008

Short-term loan from subsidiary and accrued interest - Contemporary Property Company Limited Loans

300,000,000

(110,000,000)

Accrued interest

18,946,575

318,946,575

172,336,821

150,499,195

322,836,016

7,271,197

23,617,651

30,888,848

179,608,018

174,116,846

353,724,864

(110,000,000)

190,000,000 18,946,575 208,946,575

Short-term loans from major shareholder and accrued interest

- IFA Hotels & Resorts 3 Ltd. Loans Accrued interest

Directors and managementâ&#x20AC;&#x2122;s remuneration In 2008 the Company paid salaries, bonuses, meeting allowances and gratuities to its directors and management totaling Baht 49.5 million (2007: Baht 39.5 million). Guarantee obligations with related parties The Company and a subsidiary have outstanding guarantee obligations with their related parties, as described in Note 12, 13, 14 and 21.3 to the financial statements.

Short-term loans to subsidiaries and interest receivable The Company entered into loan agreements with Raimon Land Property Company Limited, Raimon Land Park View Development Company Limited, Raimon Land Resorts Company Limited and Raimon Land Planner Company Limited. These are unsecured loans carrying interest at a rate of 10 percent per annum and loans repayment is due at call. Long-term loans to jointly controlled entities and interest receivable The Company entered into loan agreements with Raimon Land Development Company Limited and Raimon Land Residences Company Limited. These are unsecured loans carrying interest at a rate of 15 percent per annum and loans repayment is due within 10 August 2012.

ANNUAL REPORT 2008 RAIMON LAND PLC.

Short-term loan from subsidiary and accrued interest The Company entered into a loan agreement with Contemporary Property Company Limited. This is an unsecured loan carrying interest at a rate of 10 percent per annum and loan repayment is due at call. Short-term loans from major shareholder and accrued interest On 18 July 2008, a meeting of the Company’s Board of Directors passed resolutions granting approval for the Company to request an extension of the maturity date for loans of Baht 172.3 million and interest of Baht 17.3 million, from 31 July 2008 to within 6 months after 31 July 2008, with interest to be charged on the outstanding amount at a rate of no more than 10 percent per annum. The meeting of the Company’s Board of Directors also passed resolutions granting approval to the Company to enter into a short-term loan agreement with IFA Hotels & Resorts 3 Ltd., its major shareholder, to obtain a loan facility of not more than Baht 150.5 million to use as its working capital and for the development of the Company’s residential condominium project. During the year, the Company entered into a loan agreement with its major shareholder and had fully drawn down loans. These are unsecured loans carrying interest at a rate of 10 percent per annum and the repayment is due within 6 months after 31 July 2008. On 4 February 2009, a meeting of the Company’s Board of Directors passed resolutions granting approval an extension of the maturity date for the outstanding loans and accrued interest to within one year after 31 December 2008 and changing interest rate to be no more than 15 percent per annum.

ANNUAL REPORT 2008 RAIMON LAND PLC.

Project development cost (Unit: Baht) Consolidated financial

Separate financial statements

statements

Land awaiting development

2008

2007

2008

2007

7,397,454

Land and construction under development

7,985,738,450

7,073,271,202

2,911,171,318

1,636,024,448

Developed land and construction

1,089,664,544

103,153,015

93,506,658

Total

9,082,800,448

7,183,821,671

3,012,175,430

1,736,928,560

(3,050,010,040)

(1,241,494,745)

(1,895,336,649)

(651,962,147)

6,032,790,408

5,942,326,926

1,116,838,781

1,084,966,413

(11,369,182)

6,021,421,226

5,930,957,744

1,105,469,599

1,073,597,231

Less: Accumulated costs transferred to cost of sales

Less: Allowance for loss on diminution in value of project Project development cost, net

In years 2008 and 2007, the Company and its subsidiaries capitalised interest of approximately Baht 264.2 million and Baht 226.1 million, respectively (separate financial statements: Baht 68.3 million and Baht 32.9 million, respectively) as part of project development cost. The Company and its subsidiaries have mortgaged most of their land and construction thereon with banks and financial institutions to secure the Companyâ&#x20AC;&#x2122;s and its subsidiariesâ&#x20AC;&#x2122; loans and debentures from these banks and financial institutions.

ANNUAL REPORT 2008 RAIMON LAND PLC.

Investments in subsidiaries Details of investments in subsidiaries as presented in separate financial statements are as follows: (Unit: Baht) Separate financial statements Shareholding Companyâ&#x20AC;&#x2122;s name

2008

Contemporary Property

percentage

Paid-up capital 2007

Cost

2008

2007

(%)

2008

2007

200,000,000

98.59

196,126,033

2,000,000

95.00

1,900,000

15,525,000

55.00

7,150,000

1,000,000

99.99

999,940

10,000,000

1,000,000

99.99

9,999,930

999,930

100,000,000

99.99

99,999,930

1,232,030,000

59.84

446,309,805

250,000

99.93

249,825

2,500,000

99.99

2,499,925

764,235,448

753,735,463

(6,055,335)

758,180,113

747,680,128

Company Limited Raimon Land Planner Company Limited Strategic Property Company Limited Raimon Land Development Company Limited (2008: Investment in joint venture) Raimon Land Property Company Limited Raimon Land Park View Development Company Limited Taksin Hotel Holding Company Limited and its subsidiary (Held by Contemporary Property Company Limited 11%) Raimon Land Resorts Company Limited Wireless One Residences Company Limited Total Less: Allowance for loss on diminution of investments in subsidiaries Investments in subsidiaries, net

The Company pledged the ordinary shares of Contemporary Property Company Limited, Raimon Land Property Company Limited, and Taksin Hotel Holding Company Limited as collateral of each subsidiaryâ&#x20AC;&#x2122;s debentures, short-term loans and long-term loans.

ANNUAL REPORT 2008 RAIMON LAND PLC.

Raimon Land Park View Development Company Limited On 15 January 2007, the Company entered into an option agreement to a foreign company to purchase 25 percent of the total shares of Raimon Land Park View Development Company Limited (the subsidiary) at a price of Baht 25 million. The exercise period of the option runs until 30 days from the date on which the subsidiary obtains licenses and approvals for constructing a residential condominium project from the relevant government agencies. Taksin Hotel Holding Company Limited On 14 September 2007, the Company entered into an option agreement to a foreign company to sell 25 percent of the total shares of Taksin Hotel Holding Company Limited (the subsidiary) to the Company at the price of USD 10 million, which is the same price that such foreign company purchased from a former shareholder of the subsidiary, plus financial costs incurred during the shareholding period at 15 percent per annum. The exercise period of such option runs from 14 June 2008 to 13 September 2009. Raimon Land Property Company Limited On 29 February 2008, an Extraordinary General Meeting of Raimon Land Property Company Limited’s shareholders approved an increase in its registered share capital from Baht 1 million to Baht 10 million through the issuance of 900,000 ordinary shares with a par value of Baht 10 per share. The additional ordinary shares are to be allocated and offered to the existing shareholders in proportion of their existing shareholding. The Company’s Board of Directors meeting also passed a resolution granting approval for the Company to exercise its right to subscribe to 899,937 additional ordinary shares of Raimon Land Property Company Limited at a purchase price of Baht 10 each, for a total of Baht 8,999,370 and to acquire all and any additional ordinary shares remaining after subscription by the existing shareholders, for whatever reason. In March 2008, the Company exercised its right to subscribe to 900,000 additional ordinary shares of Raimon Land Property Company Limited at a purchase price of Baht 10 each, for a total of Baht 9 million. Raimon Land Property Company Limited registered the increase in its paid-up share capital with the Ministry of Commerce on 28 March 2008. Taksin Properties Company Limited (The subsidiary of Taksin Hotel Holding Company Limited) On 23 May 2008, the Extraordinary General Meeting of Taksin Properties Company Limited’s shareholders approved an increase in its registered share capital from Baht 285 million to Baht 375 million through the issuance of 900,000 ordinary shares with a par value of Baht 100 per share. The additional ordinary shares are to be allocated and offered to the existing shareholders in proportion of their existing shareholding. On 26 May 2008, Taksin Hotel Holding Company Limited exercised its right to subscribe to 900,000 additional ordinary shares of Taksin Properties Company Limited at a purchase price of Baht 100 each, for a total of Baht 90 million. Taksin Properties Company Limited registered the increase in its paid-up share capital with Ministry of Commerce on 27 May 2008.

ANNUAL REPORT 2008 RAIMON LAND PLC.

Wireless One Residences Company Limited On 19 September 2008, the Company incorporated Wireless One Residences Company Limited, with a registered capital of Baht 10 million, comprising 100,000 ordinary shares with a par value of Baht 100 per share. The Company invested 99,997 shares, which represents 99.99 percent of the registered share capital of such company. The Company paid for share capital total amount of Baht 2.5 million, which are called by that company 25 percent of its registered share capital.

ANNUAL REPORT 2008 RAIMON LAND PLC.

10.

Investments in joint ventures/Provision for loss on investments in joint ventures

10.1

Details of investments in joint ventures: Investments in joint ventures represent investments in entities which are jointly controlled by the Company and other companies. Detail of these investments are as follows: (Unit: Baht) Consolidated financial statements

Jointly controlled entities

Raimon Land Residences Company Limited and its subsidiary Raimon Land Development Company Limited

Nature of

Country of

Shareholding

business

incorporation

percentage

Property

2007

(%)

on equity method

Cost 2008

2007

2008

2007

Thailand

development Property

2008

Carrying amounts based

51.0

5,099,300

(3,627,252)

51.0

509,940

(60,629,481)

5,609,240

(64,256,733)

Thailand

development

(2007: Investment in subsidiary) Total Presented as: Investments in joint ventures ANNUAL REPORT 2008 RAIMON LAND PLC.

Provision for loss on investments in joint ventures

(64,256,733)

96 ANNUAL REPORT 2008 RAIMON LAND PLC.

(Unit: Baht) Separate financial statements

Jointly controlled entities

Nature of

Country of

Shareholding

business

incorporation

percentage

Raimon Land Residences

Property

Company Limited and its

development

2008

2007

(%)

Cost 2008

2007

Provision for

Carrying amounts

impairment

based

of investments

on cost method - net

2008

2007

2008

2007

Thailand 51.0

5,099,300

51.0

509,940

5,609,240

subsidiary Raimon Land Development Company Limited (2007: Investment in subsidiary) Total

Property

Thailand

development

The Company pledged the ordinary shares of Raimon Land Development Company Limited as collateral of the jointly controlled entity’s debentures. Raimon Land Residences Company Limited and its subsidiary (Ploenchit Residences Company Limited) On 1 July 2008, the Company incorporated Raimon Land Residences Company Limited, with a registered capital of Baht 10 million, comprising 100,000 ordinary shares with a par value of Baht 100 per share. The Company invested in 99,993 shares, which represents 99.99 percent of the registered capital of such company. On 2 July 2008, the Company incorporated Ploenchit Residences Company Limited, with a registered capital of Baht 10 million, comprising 100,000 ordinary shares with a par value of Baht 100 per share, of which 99,993 shares are held by Raimon Land Residences Company Limited that investment represents 99.99 percent of the registered capital of such company. However, on 18 July 2008, a meeting of the Company’s Board of Directors No. 6/2008 approved an investment by IFA Hotels & Resorts 3 Ltd., which is a major shareholder of the Company and/or affiliated companies of IFA, to acquire interest of 49 percent in the registered capital of Raimon Land Residences Company Limited and Ploenchit Residences Company Limited. On 9 August 2008, 49,000 ordinary shares, accounting for 49 percent of the registered share capital, at Baht 100 each, a total of Baht 4.9 million, were transferred from Raimon Land Residences Company Limited to IFA Raimon Land Residences Company Limited (an affiliated company of IFA) and from Ploenchit Residences Company Limited to IFA Ploenchit Residences Company Limited (an affiliated company of IFA). The Company and IFA’s affiliated companies entered into the Shareholder Agreement, which stipulates that the Company and IFA’s affiliated companies jointly control Raimon Land Residences Company Limited. The Company then presented this investment as investment in joint venture. Raimon Land Development Company Limited On 8 November 2007, a meeting of the Company’s Board of Directors passed a resolution approving the Company’s entering into an option agreement to a major shareholder of the Company to purchase 49 percent of the shares of Raimon Land Development Company Limited at a price of Baht 735,000. The exercise period of the option is within 24 months from the date of the agreement. On 18 August 2008, the Company received Baht 735,000 under the option agreement to purchase 49 percent of the share of the subsidiary from IFA Raimon Land Development Company Limited (an affiliated company of IFA). The Company recognised gain on sales of investment in the income statements. The Company held 51 percent of registered share capital of such company. However, on 9 August 2008, the Company and IFA’s affiliated company entered into a Shareholder Agreement, which stipulates that the Company and IFA’s

ANNUAL REPORT 2008 RAIMON LAND PLC.

affiliated company jointly control in Raimon Land Development Company Limited. The Company then presented this investment as investment in joint venture in the financial statements as from August 2008. 10.2

Share of loss During the year, the Company recognised its share of net loss from investments in joint ventures in consolidated financial statements as follows. (Unit: Baht) Consolidated financial statements Share of loss from investments in Jointly controlled entities

joint ventures during the year 2008

Raimon Land Residences Company Limited and its

2007

(8,726,552)

(31,181,607)

(39,908,159)

subsidiary Raimon Land Development Company Limited (2007: Investment in subsidiary) Total

10.3

Summarised financial information of jointly controlled entities a)

Raimon Land Residences Company Limited and its subsidiary (Ploenchit Residences Company Limited) The Companyâ&#x20AC;&#x2122;s proportionate shares of the assets, liabilities, revenue and expenses of Raimon Land Residences Company Limited and its subsidiary, according to proportion under joint venture agreement, is as follows: (Unit: Million Baht) As at 31 December 2008 Current assets Non-current assets

1,215.3 0.5 1,215.8

Non-current liabilities Net assets

ANNUAL REPORT 2008 RAIMON LAND PLC.

(1,219.4) (3.6)

(Unit: Million Baht) For the period ended 31 December 2008 Revenue

Administrative expenses

(0.2)

Interest expense

(8.5)

Net loss

(8.7)

Raimon Land Residences Company Limited and its subsidiary have mortgaged their land as collateral for loans granted by commercial banks. b)

Raimon Land Development Company Limited The Companyâ&#x20AC;&#x2122;s proportionate shares of the assets, liabilities, revenue and expenses of Raimon Land Development Company Limited, according to proportion under joint venture agreement, is as follows: (Unit: Million Baht) As at 31 December 2008 Current assets Non-current assets

501.4 10.3 511.7

Current liabilities Non-current liabilities Net assets

(571.3) (1.0) (60.6)

(Unit: Million Baht) For the period ended 31 December 2008 Revenue

Administrative expenses

(31.2)

Net loss

(31.2)

Raimon Land Development Company Limited has mortgaged its project land and construction thereon as collateral for debentures granted by a financial institution.

ANNUAL REPORT 2008 RAIMON LAND PLC.

11.

Property, plant and equipment (Unit: Baht) Consolidated financial statements Building and

Furniture

building

and

Office

Motor

fixtures

equipment

vehicles

Total

45,083,663

17,206,715

36,182,884

310,699,541

Land and

improvement improvement Cost: 31 December 2007

33,959,764

178,266,515

Additions

21,353,744

6,753,375

17,498,517

45,605,636

Disposals

(477,004)

(1,111,468)

(1,960,744)

(3,549,216)

Write-off

(23,900)

178,266,515

65,960,403

22,824,722

51,720,657

352,732,061

31 December 2008

33,959,764

Accumulated depreciation: 31 December 2007

26,642,848

9,895,553

7,434,521

10,884,730

54,857,652

Depreciation for the year

8,426,261

10,841,616

4,235,870

8,981,069

32,484,816

Depreciation on disposals

(112,067)

(857,392)

(1,960,743)

(2,930,202)

Depreciation on write-off

(1,244)

31 December 2008

35,069,109

20,625,102

10,811,755

17,905,056

84,411,022

31 December 2007

13,287,752

4,907,016

18,194,768

31 December 2008

13,287,752

4,907,016

18,194,768

31 December 2007

20,672,012

146,716,651

35,188,110

9,772,194

25,298,154

237,647,121

31 December 2008

20,672,012

138,290,390

45,335,301

12,012,967

33,815,601

250,126,271

Allowance for impairment loss:

Net book value:

Depreciation for the year:

100

2007 (all included in administrative expenses)

19,745,706

2008 (all included in administrative expenses)

32,484,816

ANNUAL REPORT 2008 RAIMON LAND PLC.

(Unit: Baht) Separate financial statements Building and

Furniture

Land and

building

and

Office

Motor

improvement

fixtures

equipment

vehicles

Total

33,959,764

178,266,515

28,694,302

13,790,100

25,682,884

280,393,565

Cost: 31 December 2007 Additions

9,551,265

3,554,187

17,198,000

30,303,452

Disposals

(1,063,639)

(1,960,744)

(3,024,383)

Write-off

(23,900)

178,266,515

38,245,567

16,256,748

40,920,140

307,648,734

31 December 2008

33,959,764

Accumulated depreciation: 31 December 2007

26,642,848

8,600,978

6,922,432

10,723,635

52,889,893

Depreciation for the year

8,426,261

6,466,014

3,018,978

6,887,075

24,798,328

Depreciation on disposals

(853,550)

(1,960,743)

(2,814,293)

Depreciation on write-off

(1,244)

As at 31 December 2008

35,069,109

15,066,992

9,086,616

15,649,967

74,872,684

As at 31 December 2007

13,287,752

4,907,016

18,194,768

As at 31 December 2008

13,287,752

4,907,016

18,194,768

31 December 2007

20,672,012

146,716,651

20,093,324

6,867,668

14,959,249

209,308,904

31 December 2008

20,672,012

138,290,390

23,178,575

7,170,132

25,270,173

214,581,282

Allowance for impairment loss:

Net book value:

Depreciation for the year: 2007 (all included in administrative expenses)

17,954,177

2008 (all included in administrative expenses)

24,798,328

The Company has mortgaged its land and building with a total net book value as at 31 December 2008 of Baht 43.0 million (31 December 2007: Baht 44.6 million) to secure the Companyâ&#x20AC;&#x2122;s short-term loans from financial institution.

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12.

Short-term loans from financial institutions (Unit: Baht)

Interest rate (percent) Short-term loans from financial institutions

Consolidated

Separate

financial statements

2008

2007

2008

2,061,565,058

30,000,000

383,171,308

30,000,000

2,061,565,058

30,000,000

383,171,308

30,000,000

2007

MLR-0.25% to MLR+1.25%

Total Raimon Land Public Company Limited

The Company has short-term loan of Baht 30 million from a financial institution which carry interest at MLR plus 0.25 percent per annum and secured by the mortgage of partial land and building of the Company. During the year, the repayment schedule of this loan is extended to be repaid in April 2009. On 21 August 2008, the Company entered into a short-term loan agreement with a local bank. The facility, amounting to Baht 390 million, is to be used to repay the Company’s long-term loan and to develop project of the Company. Interest on this loan is charged at MLR minus 0.25 percent per annum and loan repayment is due within one year from the first drawn down date which will be due in August 2009. The loan is secured by the mortgage of the land and construction of the Company’s project. As at 31 December 2008, the Company had drawn down loan amounting to Baht 353 million under the short-term loan agreement. Raimon Land Property Company Limited On 21 April 2008, Raimon Land Property Company Limited entered into a short-term loan agreement with a local bank. The first facility, amounting to Baht 350 million, is to be used to repay the subsidiary’s debenture and the second facility, amounting to Baht 35 million, is to be used to purchase land to develop a project of the subsidiary. Interest on these loans is charged at MLR plus 1.25 percent per annum and loan repayment is due within 12 months from the first drawdown date, which will be due in April 2009. The loans are secured by the mortgage of the land and construction of the subsidiary’s project, the pledge of share certificates of the subsidiary, a guarantee provided by the Company, and the transfer of the beneficiary rights under the insurance policy for the project to the lender. As at 31 December 2008, the subsidiary had drawn down loans amounting to Baht 368 million under the short-term loan agreement.

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ANNUAL REPORT 2008 RAIMON LAND PLC.

Raimon Land Park View Development Company Limited On 21 August 2008, Raimon Land Park View Development Company Limited entered into a short-term loan agreement with a local bank. The facility, amounting to Baht 1,310 million, is to be used to repay the subsidiary’s debenture. Interest on this loan is charged at MLR plus 1.25 percent per annum and loan repayment is due within August 2009. The loan is secured by the mortgage of the land and construction of the Company’s project and the subsidiary’s project, a guarantee provided by the Company, and the transfer of the beneficiary rights under the insurance policy for the project to the lender. As at 31 December 2008, the subsidiary had fully drawn down loans amounting to Baht 1,310 million under the short-term loan agreement.

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104 ANNUAL REPORT 2008 RAIMON LAND PLC.

13.

Long-term loans from financial institutions The Company and its subsidiaries had secured long-term loans from local financial institutions as follows: Loans

Balance

Interest rate

(Million Baht) Separate

statements

financial statements

1) Loan facilities of Baht 1,530

2007

1,077.4

343.9

Collateral

(percent per annum)

Consolidated financial

2008

Loan repayment conditions

2008

2007

1,077.4

343.9

MLR

Due whenever ownership of a

Mortgage of the land and construction of

million from a commercial

condominium unit is transferred to a

the Company’s condominium project and

bank (the Company entered

customer, or in full within 4 years

the transfer of the beneficiary rights under

into a loan agreement on 25

(Baht 1,300 million) and 5 years

the insurance policy for the project to the

November 2005).

(Baht 230 million) from the first

lender.

drawdown date.

2) Loan facilities of Baht 390

214.1

MLR - 0.25% for

Due whenever ownership of a

Mortgage of the land and construction of the

million from a commercial

first two years

condominium unit is transferred to a

Company’s condominium project and the

bank (the Company entered

and thereafter at

customer, or in full within 36 months

transfer of the beneficiary rights under the

into a loan agreement on 7

the MLR + 0.5%

from the first drawdown date.

insurance policy for the project to the

July 2006).

3) Loan facilities of Baht 520

lender.

503.1

MLR - 0.25%

Due whenever ownership of a

Mortgage of land and construction of the

million from a commercial

condominium unit is transferred to a

subsidiary’s condominium project, the

bank.

customer, or in full within 4 years

transfer of the beneficiary rights under

(Contemporary Property

and 6 months (Baht 40 million) and 2

insurance policy for the subsidiary’s project

Company Limited)

years (Baht 480 million) from the first

to the lender, and a guarantee from the

drawdown date.

Company.

Loans

Interest rate (percent per annum)

Consolidated financial

Separate

statements

financial statements

2008

4) Loan facilities of Baht 5,000

Balance (Million Baht)

2007

1,256.0

2008

Loan repayment conditions

Collateral

2007

Due within 30 June 2012 or due after

Mortgage of land and construction of the

million from three local

Average MLR

6 months whenever ownership of a

subsidiary’s condominium project, the

commercial banks.

condominium unit is transferred to a

pledge of share certificates of the

(Taksin Properties Company

customer, whichever come first.

subsidiary and Taksin Hotel Holding

Limited (The subsidiary of

Company Limited, guarantee provided by

Taksin Hotel Holding

Taksin Hotel Holding Company Limited’s

Company Limited))

shareholders (in proportion to the shareholding), leasehold rights, the transfer of beneficiary rights under purchase and sale agreements in project’s condominium units, and the transfer of beneficiary rights under insurance policy for the subsidiary’s project to the lender.

Total

2,333.4

Less: Current portion Net

1,061.1 -

2,333.4

1,077.4

(717.2) 343.9

558.0 -

1,077.4

(214.1) 343.9

ANNUAL REPORT 2008 RAIMON LAND PLC.

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Raimon Land Public Company Limited The loans agreements contain covenants as specified in the agreements that, among other things, require the Company to maintain certain debt to equity and debt service coverage ratio according to the agreements. As at 31 December 2008, the long-term loan facilities which have not yet been drawn down amounted to Baht 398 million. Contemporary Property Company Limited During April 2008, Contemporary Property Company Limited fully repaid the outstanding balance of long-term loan amounted to Baht 520 million by issuing debentures to an overseas financial institution, as described in Note 14 to the financial statements. Taksin Properties Company Limited (The subsidiary of Taksin Hotel Holding Company Limited) On 30 June 2008, Taksin Properties Company Limited (the subsidiary) entered into long-term loan agreements with a group of lenders formed by three local banks, granting of Baht 5,000 million divided into 2 facilities. The first facility, amounting to Baht 500 million, is to be used to purchase land to develop a project of the subsidiary and/or to repayment of debentures of Taksin Hotel Holding Company Limited and the second facility, amounting to Baht 4,500 million, is to be used to construct and develop a project of the subsidiary. On 31 December 2008, the subsidiary had drawn down loans amounting to Baht 500 million and Baht 756 million under the first loan facility and the second loan facility, respectively. As at 31 December 2008, the long-term loan facilities have not yet been drawn down amounted to Baht 3,744 million.

106

ANNUAL REPORT 2008 RAIMON LAND PLC.

14.

Long-term debentures (Unit: Baht) Consolidated financial statements 2008

2007

Long-term debentures

351,560,584

2,473,637,016

Less: Current portion

(351,560,584)

(2,127,574,516)

346,062,500

Net Movements in the long-term debentures account are summarised below.

(Unit: Baht) Consolidated financial statements 2,127,574,516

Balance as at 1 January 2008 Add: Additional borrowings

820,000,000

Amortisation of deferred front end fee

14,386,068

Less: Repayment

(2,594,000,000)

Repayment of front end fee

(16,400,000)

Balance as at 31 December 2008

351,560,584

Taksin Hotel Holding Company Limited During May 2008, Taksin Hotel Holding Company Limited fully repaid the debenture amounted to Baht 450 million. Raimon Land Property Company Limited During April 2008, Raimon Land Property Company Limited fully repaid the debentures amounted to Baht 363 million by entering into a new short-term loan agreement with a local bank, as described in Note 12 to the financial statements. Raimon Land Park View Development Company Limited During July 2008, Raimon Land Park View Development Company Limited extended the repayment schedule to be made in August 2008. Subsequently, the subsidiary fully repaid the debentures amounted to Baht 1,321 million by entering into a new short-term loan agreement with a local bank, as described in Note 12 to the financial statements. Contemporary Property Company Limited On 1 April 2008, Contemporary Property Company Limited issued of 820,000 debentures with a face value of Baht 1,000 each, or a total of Baht 820 million to an overseas financial institution. Debentures amounting to Baht 400 million were redeemed in August 2008. The remaining debentures amounting to Baht 420 million are to be redeemed within October 2009. During the forth quarter of the current year, some debentures were redeemed amounting to

ANNUAL REPORT 2008 RAIMON LAND PLC.

107

Baht 60 million. These debentures are secured and carry interest at a rate of THBFIX plus 5.2 percent per annum. The debentures are secured by the mortgage of residential condominium units of the subsidiary’s project, the pledge of share certificates and the bank account of this subsidiary, guarantees from the Company, the transfer of the right in the loan agreement between the Company and the subsidiary, and the transfer of the beneficiary rights under the agreements to sell and to purchase of residential condominium units, construction contract and insurance policy for the project to the lender. Furthermore, the debenture agreement contains covenants and restrictions pertaining to, among other things, the maintenance of certain financial ratios. 15.

Share capital/warrants Presented below is a summary of warrants to the Company’s existing shareholders (RAIMONW), and to directors and employees (RAIMON-W2): (Units) RAIMON-W

RAIMON-W2

No. of warrants issued

299,843,416

65,678,400

Exercised during 2003

(2,044)

299,841,372

65,678,400

1,499,206,860

(725,038,312)

(5,690,566)

(24,568,695)

Outstanding as at 31 December 2006

749,599,853

59,987,834

Exercised during 2007

(608,270,759)

Expired during 2007

(141,329,094)

Outstanding as at 31 December 2007

59,987,834

Exercised during 2008

Outstanding as at 31 December 2008

59,987,834

Outstanding as at 31 December 2003 Split 1 existing warrant into 5 new warrants Exercised during 2004 to 2006 Expired during 2006

During September 2007, the Company received subscription to 678,915 ordinary shares at Baht 0.963 each from the exercise of warrants, a total of Baht 653,795. On 4 October 2007, the Company registered a called up share capital of Baht 2,109,049,786 with the Ministry of Commerce. During December 2007, the Company received subscription to 631,131,885 ordinary shares at Baht 0.963 each from the exercise of warrants, a total of Baht 607,780,005. On 21 December 2007, the Company registered a called up share capital of Baht 2,740,181,671 with the Ministry of Commerce. On 30 May 2008, the Extraordinary General Meeting No. 1/2008 of the Company’s shareholders approved the following material resolutions:

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ANNUAL REPORT 2008 RAIMON LAND PLC.

The reduction of the Companyâ&#x20AC;&#x2122;s registered share capital from Baht 2,977,571,568 (2,977,571,568 ordinary shares with a par value of Baht 1 each) to Baht 2,801,969,505 (2,801,969,505 ordinary shares with a par value of Baht 1 each) by canceling 175,602,063 unissued ordinary shares with a par value of Baht 1 each, a total of Baht 175,602,063, previously reserved to accommodate the exercise of warrant (RAIMON-W), following the expiration of the said warrants. The Company registered the resultant decrease in its share capital with the Ministry of Commerce on 1 June 2008.

The increase in the Companyâ&#x20AC;&#x2122;s registered share capital by Baht 2,801,969,505 (2,801,969,505 ordinary shares with a par value of Baht 1 each) to Baht 4,172,060,340 (4,172,060,340 ordinary shares with a par value of Baht 1 each). The Company registered the resultant increase in its share capital with the Ministry of Commerce on 5 June 2008.

The issuance of 1,370,090,835 additional ordinary shares with a par value of Baht 1 each, for offer to existing shareholders of the Company at a price of Baht 1 per share (Ratio: 2 existing shares to 1 new share). If there are new shares remaining unsubscribed, the Company is to offer not more than 340,116,914 new shares with a par value of Baht 1 each, to IFA Hotels & Resorts 3 Ltd., which is a major shareholder of the Company with a holding of approximately 24.18 percent of the total issued shares of the Company. Subsequently, the Company received the Baht 259,616,980 for the offering of these additional shares to the existing shareholders totaling 259,616,980 shares with a par value of Baht 1 each, and as a result its issued and paid-up share capital is Baht 2,999,798,651 (2,999,798,651 ordinary shares with a par value of Baht 1 each). The Company registered the increase in its issued and paid-up share capital with the Ministry of Commerce on 13 June 2008.

16.

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 percent of its net income after deducting accumulated deficit brought forward (if any), until the reserve reaches 10 percent of the registered capital. The statutory reserve is not available for dividend distribution.

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17.

Expenses by nature Significant expenses by nature are as follow: (Unit: Baht)

Cost of residential

Consolidated

Separate

financial statements

2008

2007

2008

2007

1,773,922,739

1,153,409,216

1,243,374,501

677,365,124

6,933,464

137,600,313

90,014,532

137,600,313

90,014,532

36,606,408

23,437,648

25,586,588

18,311,492

31,965,664

67,360,257

2,073,658

40,315,996

341,883,464

239,394,905

120,973,496

126,508,290

condominium units sold Cost of land and houses sold Salary and other employee benefits Depreciation and amortisation expenses Specific business tax and transfer fees Other selling expenses 18.

Corporate income tax The Company and its subsidiaries are not liable to corporate income tax for the year 2008 due to tax loss brought forward.

19.

Earnings per share Basic earnings (loss) per share is calculated by dividing the net income (loss) for the year by the weighted average number of ordinary shares in issue during the year. Diluted earnings per share is calculated by dividing net income for the year 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. No presentation of diluted earnings per share for the year ended 31 December 2008 and 2007 from RAIMON-W2 warrants since the exercise price of warrant is higher than the average fair value of the Companyâ&#x20AC;&#x2122;s ordinary shares during the years.

20.

Provident fund The Company and its employees have jointly established a provident fund in accordance with the Provident Fund Act B.E. 2530. The fund is monthly contributed to by employees, at the rate of 3 percent and 5 percent of their basic salaries, and by the Company at the rate of 5 percent of employeesâ&#x20AC;&#x2122; basic salaries, and will be paid to employees upon termination in accordance with the rules of the fund. The fund is managed by Kasikorn Thai Asset

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ANNUAL REPORT 2008 RAIMON LAND PLC.

Management Company Limited. During the year 2008, the Company contributed Baht 4.8 million (2007: Baht 2.8 million) to the fund. 21.

Commitments and contingent liabilities

21.1

Capital commitments a)

As at 31 December 2008, the Company and its subsidiaries had commitments of approximately Baht 1,572.4 million (separate financial statements: Baht 971.9 million) in respect of design and construction contracts of their projects.

As at 31 December 2008, a jointly controlled entity had commitments of approximately Baht 87.2 million (in proportion to the Company of Baht 44.5 million) in respect of design and construction contracts of its project.

As at 31 December 2008, a jointly controlled entity had the outstanding capital commitments in respect of purchases of land approximately Baht 166.8 million (in proportion to the Company of Baht 43.4 million).

21.2

Long-term service commitments The Company and a subsidiary had commitment in respect of agency fees of a project to pay under the “Sole Agency Agreement” at the rate of 1 to 4 percent of project units’ gross sale price.

21.3

Guarantees As at 31 December 2008, the Company has provided guarantees totaling Baht 1,023.7 million (in proportion to the Company) for loans from bank and debentures from financial institution on behalf of the jointly controlled entities.

22.

Segment information The Company’s and its subsidiaries’ business operations involve principally a single industry segment, property development, and are carried on in the single geographic area of Thailand. As a result, all of the revenues, operating income (losses) and assets as reflected in these financial statements pertain to the aforementioned industry segment and geographic area.

23.

Financial instruments

23.1

Financial risk management The Company and the subsidiaries’ financial instruments, as defined under Thai Accounting Standard No. 48 “Financial Instruments: Disclosure and Presentations”, principally comprise cash and cash equivalents, trade accounts receivable, trade accounts payable, loans to, short-term and long-term loans and long-term debentures. The financial risks associated with these financial instruments and how they are managed is described below.

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111

Credit risk Credit risk refers to the risk that a counter party will default on its contractual obligations, resulting in a financial loss to the Company and the subsidiaries. The Company and the subsidiaries are exposed to credit risk primarily with respect to trade accounts receivable, loans and other accounts receivable. The Company and the subsidiaries’ management control such risk by establishing credit limits for customers and counter parties and analysing their financial position as an ongoing basis. As a result, the Company and the subsidiaries do not expect to incur material financial losses. The Company and the subsidiaries are not exposed to concentrations of credit risk because they have a variety of customer base and a large number of customers. In addition, the ownership in land and house, and residential condominium units is not transferred to the customers until full payment has been received. The maximum exposure to credit risk is therefore limited to the carrying amount of loans and other receivables as stated in the balance sheet. Interest rate risk The Company and the subsidiaries’ exposure to interest rate risk relates primarily to their cash at banks, short-term loans, long-term loans and long-term debentures. However, since most of the Company and the 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. The details of short-term loans, long-term loans and long-term debentures are set out in Notes 12, 13, and 14 to the financial statements, respectively. Foreign currency risk Foreign currency risk is the risk that the value of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company and the subsidiaries have a significant foreign currency risk in respect of the purchase and service transactions. The Company and the subsidiaries manage their exposure to foreign currency risk by considering purchase/sale of forward contracts from time to time so as to reduce exposure to the foreign currency risk which may incur. The Company and the subsidiaries had no forward contracts outstanding at the balance sheet date. As at 31 December 2008, the Company had no outstanding balances of financial assets and liabilities denominated in foreign currencies. 23.2

Fair values of financial instruments Since the majority of the Company’s financial instruments are short-term in nature or bear floating interest rates, their fair value is not expected to be materially different from the amounts presented in the balance sheets.

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ANNUAL REPORT 2008 RAIMON LAND PLC.

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 an appropriate valuation technique, depending on the nature of the instrument. 24.

Capital management The primary objective of the Company’s capital management is to ensure that it has an appropriate financial structure and preserves the ability to continue its business as a going concern. According to the balance sheet as at 31 December 2008, the Group’s debt-to-equity ratio was 2.1:1 (2007: 1.9:1) and the Company’s was 0.7:1 (2007: 0.5:1).

25.

Approval of financial statements These financial statements were authorised for issue by the Company’s Board of Directors on 2 March 2009.

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Mission Statement The mission statement for Raimon Land Plc. embodies the following key elements: -

Raimon Land is committed to providing its customers with innovative products that exceed their expectations by fully understanding their needs and aspirations.

As a leading Thai real estate developer, Raimon Land will strive to improve the quality of property development in the country through utilization of best practices in all construction disciplines as well as through the establishment of new standards in estate planning, environmental controls and ongoing management.

Raimon Land will ensure that it conducts all its business in a fair and transparent manner dealing honestly with its customers, suppliers, contractors and vendors and with open communication channels for any stakeholder to express themselves to management and directors.

Raimon Land will act as a good corporate citizen, encouraging and supporting civic improvement, sound charitable causes, education and environmental protection.

Raimon Land will seek to create a working environment for its staff that recognizes and rewards excellent performance, provides equal opportunities for all staff to grow within the company to reach their full career potential, and offers job satisfaction and pride in the company.

Raimon Land is committed to financial stability, market share growth, sustainable profit growth and protection of shareholder value.

As its general corporate objective, Raimon Land seeks to establish new standards in design, convenience, functionality and value in property development in Thailand.

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ANNUAL REPORT 2008 RAIMON LAND PLC.