Property Perfect PCL : Notification of the establishment of the joint venture company.(Addition)

(Translation)

PP. 214/2018

5 July 2018

Subject : Notification of the establishment of the joint venture company. (Addition) To : Director and Manager,

The Stock Exchange of Thailand.

According to the Board of Directors Meeting of the Company No. 6/2018, held on 4 July 2018 resolved for approval of Property Perfect Public Company Limited (the "Company" or "PF") to enter into the joint venture with Grande Asset Hotels and Property Public Company Limited ("Grand") and Sumitomo Forestry Singapore Ltd. which is the company in the group of Sumitomo Forestry Co., Ltd. ("Sumitomo"), in order for the purpose of establishment of the joint venture company for investment and development of real estate project at Charoen Nakorn Road for sale, whereby Mr. Chainid Adhayanasakul was assigned by the Board of Directors Meeting of the Company to be the representative of the Company to negotiate and agree with the conditions with Sumitomo and Grand including to disclose the said transaction to the Stock Exchange of Thailand after the Company has already received the final conditions for entering into the joint venture agreement and after the board of directors' meeting of all joint investors have approved the joint investment in accordance with the terms and conditions as agreed.

By this letter, the Company would like to notify that the Company will establish the new joint venture company, with the following particulars:

1. Details of the establishment of the Joint Venture Company

Name of Joint Venture Company

• : Grand River Forest Co., Ltd.

  Type of Business Registered Capital

• : Investment and developments of real estate projects for sale.

• : 300,000,000.- Baht, divided into 3,000,000 ordinary shares, with par value of 100.- Baht per share.

  However, the joint venture company will register the initial capital in the amount of 1,000,000 Baht, divided into 10,000 ordinary shares, with par value of 100 Baht per share each (fully paid-up).

  Shareholding Structure

• : 1. PF holds the shares being equivalent to 9%.

  • 2. Grand holds the shares being equivalent to 42%.

  • 3. Sumitomo holds the shares being equivalent to 49%.

  Board of Directors

• : 1. Directors from PF in number of 1 person.

  • 2. Directors from Grand in number of 1 person.

  • 3. Directors from Sumitomo in number of 2 persons.

Source of fund : Working capital of the Company.

Investment and providing : In accordance with the proportion of shareholding of eachfinancial supporting in future

shareholder.

2 Relationship (1) The Company is the major shareholder of Thai Property Public Company Limited

("TPROP") and TPROP is the major shareholder of Metro Premier Holding Company Limited ("METRO") which PF, TPROP and METRO are the major shareholders of Grand by holding the shares of Grand in the total number of 1,715,158,476 shares, equivalent to 49% of the paid-up capital of Grand. Therefore, Grand is a subsidiary of PF. However, Grand is not a connected person of PF in accordance with the Notifications relating to the Connected Transaction.

(2)The Company and Sumitomo have no relationship and are not the connected persons in accordance with the Notifications relating to the Connected Transaction. Sumitomo Forestry Co., Ltd. is the company incorporated in Japan and it is a proficient and comprehensive net work company in the businesses of the environment & resources management, dealing in timber & materials for building and decorating, construction and renovation of buildings and houses including lifestyle services whereby it operates the businesses in many countries such as East Asia, South East Asia, Oceania and North America etc. Meanwhile, Sumitomo Forestry Singapore Ltd. is the company incorporated in Singapore and it is a company in the group of Sumitomo Forestry Co., Ltd. which invests in South East Asia.

The above transaction is not categorized as the connected transaction which is required to comply with the relevant Notification of the Capital Market Supervisory Board and the Notification of the Board of Directors of the Stock Exchange of Thailand. And the size of the above transaction is not also categorized as the significant transaction of the acquisition or disposal of assets under the relevant Notification of the Capital Market Supervisory Board and the Notification of the Board of Directors of the Stock Exchange of Thailand. However, the Company disclosed the above transaction to the Stock Exchange of Thailand in accordance with the Regulations of the Stock Exchange of Thailand, Re: Rules, Conditions and Procedures Governing the Disclosure of Information and Other Acts of a Listed Company.

Please be informed accordingly.

Sincerely yours,

- Chainid Adhyanasakul - _____________________ Mr. Chainid Adhyanasakul Chief Executive Officer