utilities system and equipment, located in Bang Chak Sub-District, Phra Pradaeng District, Samut Prakarn Province. Currently, Sub Sri Thai Public Company Limited (the "Asset Owner" or "SST") is the owner of such land and document warehouses.

Remarks:

  1. After the investment, SSTRT will procure benefits by renting out the Additional Investment Assets No. 1 to the Asset Owner to operate the document warehouse business pursuant to the Land and Building Lease Agreement of Sub Sri Thai Project and the Utilities System and Equipment Lease Agreement of Sub Sri Thai Project with the lease period of 10 years from the date on which the Asset Owner registers the transfer of the ownership of the Additional Investment Assets No. 1 to SSTRT at the relevant land office and the right to renew the lease agreements for periods of at least 3 years each.
  2. The Asset Owner agrees to implement the registration of the servitude right over the lands adjacent to the land which is the Additional Investment Asset No. 1 , for benefits of such land which is the Additional Investment Assets No. 1 , for the purposes of walkway, car way, entrance and exit to public roads, electricity, water supply, telephone, drainage, as well as other utilities, without conditions of time and without any consideration .

The additional details of the Additional Investment Assets No. 1 are as appeared in the Invitation Letter, and the details of the Additional Investment Assets No. 1 as per appeared in the registration statement for the offering for sale of trust units and the prospectus for the offering for sale of additional trust units issued in the first capital increase of SSTRT shall be considered as the details of the Additional Investment Assets No. 1. However, the REIT Manager may opt to invest in any item of the Additional Investment Assets No. 1, provided that the REIT Manager will significantly take into account the utmost benefits of SSTRT and trust unitholders of SSTRT.

SSTRT shall invest in the Additional Investment Assets No. 1 in the total value of not exceeding Baht 190,000,000 (One Hundred Ninety Million Baht) (payable on the date on which SSTRT invests in the Additional Investment Assets No. 1) which comprises the purchase price of the land and buildings, including other related assets (excluding taxes, registration fee, specific business tax, other relevant fees and expenses).

2

The investment in the Additional Investment Assets No. 1 shall be subject to the following conditions:

  1. The Asset Owner has been approved by the board of directors' meeting and/or shareholders' meeting (if necessary) of the Asset Owner to sell the Additional Investment Assets No. 1 to SSTRT, and rent the Additional Investment Assets No. 1 from SSTRT, and has prepared the Additional Investment Assets No. 1 to be ready for investment and procurement of benefits by SSTRT;
  2. There are no significant unresolved issues from legal due diligence, or in case there is any legal issue, or cannot be carried out, the Company will disclose such risk in the registration statement for the offering of trust units and the prospectus for the offering for sale of additional trust units issued in the first capital increase of SSTRT, and will comply with relevant laws and regulations, which shall not be an issue resulting in the Additional Investment Assets No. 1 in which SSTRT wishes to invest to be incompliance with relevant laws, rules and notifications;
  3. The Trustee has certified that the process of capital increase of SSTRT is in accordance with the Trust Deed and relevant laws, rules and regulations; and
  4. SSTRT is approved by the trust unitholders' meeting and the Office of Securities and Exchange Commission (the "Office of the SEC") to proceed with the capital increase of SSTRT and to perform other relating acts for such investment in the Additional Investment Assets No. 1, including related party transaction of SSTRT.

2. Approved the authorization of the Company and/or the Trustee to perform as follows:

  1. Determine additional investment method, details of the Additional Investment Assets No. 1, method of asset appraisal as well as the appropriate price for such Additional Investment Assets No. 1;
  2. Negotiate, prepare, sign, deliver and/or amend any agreement or commitment indicating purchasing, leasing and investing in the Additional Investment Assets No. 1, agreement to sale and to purchase of assets and/or assets sale and purchase agreement and/or assets lease agreement and/or any related agreement in relation to the investment in the Additional Investment Assets No. 1 and the procurement of benefits for the Additional Investment Assets No. 1 and/or agreements and/or any related documents upon approval of trust unitholders of SSTRT and the Office of the SEC to invest in the Additional Investment Assets No. 1, including to correspond with the Office of the SEC, the Stock Exchange of Thailand, g overnment agencies or organization or any persons for such performance, etc.;

3

  1. Perform any other acts necessary for or related to the above purposes in all respects so as to ensure a success in the aforementioned acts, including the appointment and/or remo val of the sub- authorized person for the aforementioned acts above for the purpose of achieving the said matter until its completion; and
  2. Exercise discretion to invest or withhold from investing in some of the Additional Investment Assets No. 1 and/or to set forth, modify any method and/or condition of investment, if it appears that, any condition or result from negotiation with the Asset Owner or result from legal due diligence, indicates that
    SSTRT's investment in such assets will not generate overall benefit to SSTRT and/or trust unitholders, or will cause unnecessary obligation to SSTRT. In this regard, benefits of SSTRT and trust unitholders will be deemed the utmost priority. Moreover, the Company and/or Trustee have its discretion to consider approving SSTRT to invest or not invest in some of such Additional Investment Assets No. 1 as appropriate. Whereby taking into account relevant investment factors such as the appraisal value of each asset, estimated paid return per unit, and distribution per unit (DPU) that the unitholders are expected to earn after investing in the Additional Investment Assets No. 1 or the amount of capital increase from the issuance and offering of additional trust units, etc.

In accordance with the following votes (exclusive of the votes from the trust unitholders with a special interest in this matter)

-

Approved

11,139,508

votes

equivalent to

93.7447

percent

-

Disapproved

688,300

votes

equivalent to

5.7924

percent

-

Abstained

55,000

votes

equivalent to

0.4629

percent

-

Void Ballot

0

votes

equivalent to

0.0000

percent

of all votes of trust unitholders attending the meeting and having the right to vote.

4

Agenda 2To consider and approve the first capital increase of SSTRT through the issuance and offer for sale of approximately not exceeding 36,530,000 newly issued trust units for the investment in the Additional Investment Assets No. 1 and the method for determining the price of the trust units to be issued and offered for sale of the first capital increase

Resolution:

  1. Approved the capital increase of SSTRT through the issuance and offering for sale of approximately not exceeding 36,530,000 (Thirty Six Million Five Hundred Thirty Thousand) additional trust units for the investment in the Additional Investment Assets No. 1.
  2. Approved the method for determining the price of the additional trust units to be offered for sale at this time, which will be determined based on the appraised value of the assets, as assessed by independent appraisers approved by the Office of the SEC, and taking into account other relevant factors, , namely: (1) conditions of the capital and financial markets during the offering for sale of the trust units, (2) the appropriate rate of return for investors, (3) the commercial potential of the assets, (4) int erest rates, both domestic and on the global market, (5) the rate of return on investments in equity instruments, debt instruments, and other investment options, and (6) results from the survey of institutional investors (Book building) (if any). The information of the increased capital, number of additional trust units and offering price of trust units to be issued and offered for sale for the first capital increase shall be as set out in the registration statement for the offering of trust units and the prospectus for offering of additional trust units issued for the first capital increase of SSTRT.
  3. Approved the authorization of the Company and/or the Trustee to perform the act as follows:
  1. Prescribe method of capital increase of SSTRT by issuing and offering additional trust units, including prescribe number of trust units to be offered, price of offered trust units in accordance with the guidelines set out above;
  2. Communicate with the Office of the SEC, the Stock Exchange of Thailand, government agencies, government organizations or any persons for capital increase of SSTRT by issuing and offering additional trust units;
  3. Perform any other acts necessary for or related to the above purposes in all respects so as to ensure a success in the aforementioned acts, including the appointment and/or removal of the sub- authorized person for the aforementioned acts above for the purpose of achieving the said matter until its completion.
    In accordance with the following votes (In this regard, there is no trust unitholders with special interest in this Agenda.)

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Sub Sri Thai Real Estate Investment Trust published this content on 04 August 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 04 August 2022 06:36:03 UTC.