Prospect Logistics and Industrial Freehold and Leasehold Real Estate Investment Trust : Resolutions of Extraordinary General Meeting of Trust Unitholders No. 1/2022 of Prospect Logistics and Industrial Freehold and Leasehold Real Estate Investment Trust

No. PROSPECT_F 2565/040

15 July 2022

Subject: Resolutions of Extraordinary General Meeting of Trust Unitholders No. 1/2022 of Prospect Logistics and Industrial Freehold and Leasehold Real Estate Investment Trust

Attention: President

The Stock Exchange of Thailand

Prospect REIT Management Co., Ltd. (the "Company"), as the REIT Manager of Prospect Logistics and Industrial Freehold and Leasehold Real Estate Investment Trust ("PROSPECT"), would like to inform you of the resolutions of Extraordinary General Meeting of Trust Unitholders No. 1/2022 which was held on 15 July 2022, at 14.00 hrs., at Surasak Meeting Room 2-3, 11th floor, Eastin Grand Hotel Sathorn, No. 33/1, South Sathorn Road, Yan Nawa Subdistrict, Sathorn District, Bangkok 10120. At the commencement of the Meeting, there were a total of 135 trust unitholders attending the Meeting in person and by proxy, representing 153,631,706 trust units, equivalent to 62.7068 percent of the total issued and sold trust units. The resolutions with respect to each agenda item are as follows:

Agenda Item 1: To consider and adopt the Minutes of the 2022 Annual General Meeting of Trust

	Unitholders
Resolution:	The Meeting resolved to adopt the Minutes of the 2022 Annual General Meeting of
	Trust Unitholders of PROSPECT which was held on 20 April 2022, in accordance with
	the following votes:
	-	Approved	158,858,406	votes, equivalent to	100	percent
	-	Disapproved	-	votes, equivalent to	-	percent
	-	Abstained	-	votes, equivalent to	-	percent

of the total votes cast by the trust unitholders attending the Meeting and being entitled to vote.

Agenda Item 2: To consider and approve the investment in the Additional Investment Assets No. 2 of PROSPECT

Resolution:

1. The Meeting resolved to approve PROSPECT's investment in the Additional Investment Assets
   No. 2 by: (a) subleasing lands and accepting transfer of ownership over parts of the structures of factory buildings, warehouses, offices and other buildings located on such land, including their component parts with respect to the Bangkok Free Trade Zone 2 Project (Theparak Road) for not exceeding 28 years from the commencement date of the lease period; and (b) accepting transfer of ownership over parts of the land and structures of factory buildings, warehouses, offices and other buildings located on such land, including their component parts with respect to of the Bangkok Free Trade Zone 3 Project (Bangna-Trad, Km. 19), and (c) purchasing any

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relevant movable properties used for the business operation within the Bangkok Free Trade Zone 2 Project (Theparak Road) and the Bangkok Free Trade Zone 3 Project (Bangna-Trad, Km. 19) (the "Additional Investment Assets") from Prospect Development Co., Ltd. (the "Asset Owner" or "Prospect Development") at the price of not exceeding Baht 1,800,000,000 (to be paid on the date of PROSPECT's investment in the Additional Investment Assets No. 2), comprised of: (a) land sublease fee and fee for the ownership over parts of the buildings, including component parts of the land and buildings for the Bangkok Free Trade Zone 2 Project (Theparak Road) (excluding the sublease fee with respect to the parts of land which PROSPECT is obligated to make yearly payment to the Asset Owner after the date on which PROSPECT enters into the investment as specified under the Land Sublease Agreement made with the Asset Owner, the total fee of which amounts to not exceeding Baht 106 million; and (b) ownership fee for parts of the land and buildings, including component parts of the land and buildings for the Bangkok Free Trade Zone 3 Project (Bangna-Trad, Km. 19); and (c) purchase price of relevant movable properties used for the business operation within the Bangkok Free Trade Zone 2 Project (Theparak Road) and the Bangkok Free Trade Zone 3 Project (Bangna- Trad, Km. 19); and (d) sublease fee with respect to the roads in the Bangkok Free Trade Zone 2 (Theparak Road) (exclusive of value added tax, registration fee, transfer fee, and other relevant fees and expenses which shall be borne by PROSPECT).

Details of Additional Ownership over the land and partial leasehold rights over the land,

Investment Assets including ownership over the warehouses and/or factory buildings and/or offices, namely:

1. Partial sub-leasehold rights over the land, and ownership over the factory buildings, warehouses, and offices:
2. 1. Sub-leaseholdrights over the land and partial component parts of the land in the Bangkok Free Trade Zone 2 Project (Theparak Road) with the term of not exceeding 28 years from the commencement of the lease, with the land area of approximately 23 rai, 95.25 square wah
   2. Ownership over the factory buildings, warehouses, and offices, and other structures, including the partial component parts of the buildings in the Bangkok Free Trade Zone 2 Project (Theparak Road) with the total building area of approximately 20,996 square meters
3. Ownership over the land, factories, warehouses, offices and other structures, including the partial component parts of the land and buildings in the Bangkok Free Trade Zone 3 Project (Bangna-Trad, Km. 19) with the land area of approximately 53 rai, 3 ngan, 91.20 square wah, and the total building area of approximately 49,133 square meters
4. Ownership over movable properties used for the business operation within the Bangkok Free Trade Zone 2 Project

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(Theparak Road) and the Bangkok Free Trade Zone 3

Project (Bangna-Trad, Km. 19)

Remarks:

1. PROSPECT will request the Asset Owner to guarantee the rental of the Additional Investment Assets No.2 that has no lessee on the date PROSPECT makes the investment (the "Unoccupied Assets") for a period of 2 years from the date on which
   PROSPECT makes the investment by compensating the rental short from the guaranteed rental for the Unoccupied Assets to PROSPECT in case PROSPECT procures the rental lower than the guaranteed rental.
   The guaranteed rental will be calculated from the total unoccupied area in each project on the date PROSPECT makes the investment multiplies with the minimum rental rate that PROSPECT expects to receive are detailed as follows:

Bangkok Free Trade Zone 2 Project	Bangkok Free Trade Zone 3 Project
(Theparak Road)	(Bangna-Trad, Km. 19)
Baht 160 per square meter per month	Baht 170 per square meter per month

Other conditions are subject to the undertaking agreement to be entered into by and between PROSPECT and the Asset Owner.

1. In the investment in the Additional Investment Assets, PROSPECT will make the investment by entering into:
2. 1. Agreement to Sell and Purchase Land and Building with the Asset Owner;
   2. Land Sublease Agreement with the Asset Owner
   3. Agreement to Sell and Purchase Factory Buildings, Warehouses, and Offices with the Asset Owner;
   4. Movable Property Sales and Purchase Agreement with the Asset Owner who is the owner of other assets in the project; and
   5. Any other relevant agreement, e.g., Property Manager Appointment Agreement, Sublease Agreement for Roads in the project, Servitude Agreement with respect to the roads in the project, Service Agreement for Utilities and Roads in the project.

The details of area of the Additional Investment Assets are summarized as follows:

Total land area as specified in the Land	Approximately 53 rai, 3 ngan,
Title Deed (Ownership)	91.20 square wah
Total land area as specified in the Land	Approximately 23 rai, 95.25 square
Title Deed (Leasehold right) (only the	wah
portion to be invested in by PROSPECT)

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Approximate total building area of the	70,129 square meters
portion to be invested in by PROSPECT

The investment in the Additional Investment Assets of PROSPECT will be subjected to the following conditions:

1. The Asset Owner has obtained approval from its board of directors' meetings and/or its shareholders' meetings (if necessary) for sub-lease and/or sale of such assets (as the case may be) to PROSPECT and has performed any action so that the Additional Investment Assets are ready to be invested in by PROSPECT;
2. There are no pending issues from legal due diligence. In case there are any pending issues, the Company shall disclose such risks in the Registration Statement for Offer for Sale of trust units, and carry out actions in compliance with the relevant regulations;

(3)	The Trustee has certified that the acquisition of Additional Investment Assets is
	compliant with the Trust Deed as well as other relevant laws, rules and regulations;
	and
(4)	PROSPECT has obtained the approval from the Trust Unitholders' Meeting to proceed
	any related action to complete the investment in Additional Investment Assets.

1. The Meeting resolved to approve the authorization of the Company and/or the Trustee to undertake the following acts:
2. 1. To determine the form of investment by PROSPECT, the details of assets, appraisal method including the appropriate price for investment in Additional Investment Assets at this time and appoint Prospect Development as the Property Manager for Additional Investment Assets;
   2. To negotiate, prepare, execute, deliver and/or amend agreements or obligations demonstrating the rights to purchase or sublease (as the case may be) and invest in immovable properties, agreement to purchase and sell assets, and/or assets sublease agreements, and/or assets sales and purchase agreements, and/or property manager appointment agreement, and/or undertaking agreements, and/or any other agreements relevant to the investment in the Additional Investment Assets, e.g., Sublease Agreement for Land and Roads in the project, Servitude Agreement with respect to Roads in the project, Service Agreements with respect to Utilities and Roads in the project, procurement of benefits from the Additional Investment Assets, and/or relevant agreements and/or documentation, after PROPECT is granted approval from its trust unitholders and the Office of the Securities and Exchange Commission (the "SEC Office") to invest in the Additional Investment Assets, as well as to deal with the SEC Office, the Stock Exchange of Thailand, government agencies or organizations, or any other person for the aforementioned actions;
   3. To exercise discretion in determining whether or not to invest in certain projects in the Additional Investment Assets, and whether to invest in the assets in whole or in part, and/or to stipulate, alter the procedures and/or conditions in the investment, in case the conditions or the result of the negotiation with the Asset Owner, or the outcome of the legal due diligence demonstrates that the investment of PROSPECT in such assets will

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not benefit PROSPECT and/or the trust unitholders in general, or may create excessive liabilities on PROSPECT. In this regard, the benefits of PROSPECT and the trust unitholders shall be of great importance. In addition, the Company and/or the Trustee shall have discretion to determine whether or not PROSPECT should invest in some projects or in some parts or in the whole Additional Investment Assets as appropriate by taking into consideration various investment factors e.g. the appraisal value of assets in each location, the projected benefits distribution per unit and capital reduction per unit expected to be received by the trust unitholders after the investment in the Additional Investment Assets, or the amount of capital increase funds received from the issuance and offering for sale of additional trust units and loans etc.; and

1. To undertake any other act necessary for or in relation to the above purposes in all respects so as to ensure a success therein, including the appointment and/or removal of the delegated attorney in aforementioned acts above for the purpose of achieving the said matter.

The Meeting resolved to approve the following matters in accordance with the following votes:

-	Approved	68,639,206	votes, equivalent to	83.8007	percent
-	Disapproved	13,268,500	votes, equivalent to	16.1993	percent
-	Abstained	-	votes, equivalent to	-	percent

of the total votes cast by the trust unitholders attending the Meeting and being entitled to vote (without counting the votes cast by the trust unitholders with interests who are not entitled to cast votes in this agenda item).

Agenda Item 3: To consider and approve the first capital increase of PROSPECT by the issuance and offering for sale of the newly issued trust units

Resolution:

1. The Meeting resolved to approve the first capital increase by the issuance and offering for sale of additional trust units at the amount of not exceeding 180,000,000 trust units which after combined such number with the existing trust units of PROSPECT amounting 245,000,000 units, the total number of PROSPECT's trust units will be not exceeding 425,000,000 units.
2. The Meeting resolved to approve the offering method of trust units in this time will be offered through the underwriter(s) and/or the subscription agent(s), and the price of the trust units to be offered for sale in this time will be determined with reference to the appraised value as assessed by an independent appraiser approved by the Office of the SEC, and taking into account other relevant factors, including: (1) conditions of the capital and financial markets during the offer for sale of the trust units, (2) the appropriate rate of return for investors, (3) the commerciality of the assets, (4) interest rates, both domestically and on the global market, (5) the rate of return on investments in equity instruments, bonds and other investment options, and (6) results from the survey of institutional investors (Bookbuilding).
3. The Meeting resolved to approve the authorization of the Company and/or the Trustee to undertake the following acts:

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