WHA Premium Growth Freehold And Leasehold Real Estate Investment Trust : Opinions of IFA on acquisition of asset and connected transaction regarding additional investments No.8

The Opinions of the Independent Financial Advisor

on the Acquisition of Asset and the Connected Transaction

Regarding Investments in Leasehold Right and Sub-leasehold Right of Immovable Properties and

Other Properties

in Relation to the Additional Investment Assets No. 8

of

WHA Premium Growth Freehold and Leasehold Real Estate Investment Trust

Presented to

Unitholders of WHA Premium Growth Freehold and Leasehold Real Estate Investment Trust

Prepared by

Jay Capital Advisory Limited

12 May 2022

This English report of the Independent Financial Advisor's Opinion has been prepared solely for the convenience of foreign unitholders of WHA Premium Growth Freehold and Leasehold Real Estate Investment Trust and should not be relied upon as the definitive and official document. The Thai language version of the Independent Financial Advisor's Opinion is the definitive and official document and shall prevail in all aspects in the event of any inconsistency with this English Translation

The opinions of the Independent Financial Advisor on the acquisition of asset and the connected transaction (For the purpose of translation only)

	Table of Contents
	Page
Executive Summary	21

Section 1 The approval of the additional investments in immovable properties, leasehold right and sub-

leasehold right of immovable properties and other properties in relation to the additional
investment assets no. 8	42
1.1 Characteristics and details of the transaction	42
	1.1.1 Types and size of the transaction	49
	1.1.2 Relevant parties and key condition of agreement related to the investment in
	additional assets no. 8	51
	1.1.3 Value of the acquired assets, basis used to determine the value of consideration,
	and sources of funds to finance the transaction	139
	1.1.4 Asset information	141
1.2 Reasonableness of the transaction	150
	1.2.1 Objective and benefit of the transaction	150
	1.2.2 Advantages and disadvantages of entering into the transaction (the additional
	investment in the assets of WHA Group)	151
	1.2.3 Advantages and disadvantages of entering into the transaction with connected
	person and other parties	160
1.3 Fairness of the transaction price and conditions	171
	1.3.1 Fairness of the transaction price	171
	1.3.2 Fairness of the transaction conditions	179
Section 2 Summary of the opinion of the independent financial advisor	183
Enclosure 1	General information of WHA Premium Growth Freehold and Leasehold Real Estate
	Investment Trust	191
Enclosure 2	Summary of the appraisal report of Bangna-Trad Km. 23 Project 3 Project	210
Enclosure 3	Summary of the appraisal report of Signode Factory Project	213
Enclosure 4	Summary of the appraisal report of Theparak Km.21 Project	216
Enclosure 5	Summary of the appraisal report of KPN Bangna - Trad Km. 23 Project 2 Project	219
Enclosure 6	Summary of the appraisal report of Wangnoi 63 Project	222

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The opinions of the Independent Financial Advisor on the acquisition of asset and the connected transaction (For the purpose of translation only)

Glossary	Full name
WHART or the Trust	WHA Premium Growth Freehold and Leasehold Real Estate
	Investment Trust
WHA or the Property	WHA Corporation Public Company Limited
Manager
WHAVH	WHA Venture Holdings Co., Ltd.
WHA KPN Alliance	WHA KPN Alliance Co., Ltd.
Central WHA Alliance	Central WHA Alliance Company Limited
WHA Group	WHA Corporation Public Company Limited, subsidiaries of WHA
Asset Owner Company	Corporation Public Company Limited, and companies in a joint
	investment with WHA Corporation Public Company
	WHA Corporation Public Company Limited, WHA Venture Holdings
	Company Limited, WHA KPN Alliance Company Limited, Central WHA
	Alliance Company Limited
WHAREM or REIT Manager	WHA Real Estate Management Company Limited
KAsset or Trustee	Kasikorn Asset Management Company Limited
Kasikornbank	Kasikornbank Public Company Limited
AEV	Asian Engineering Valuation Company Limited
SEAI	South East Asia International Co., Ltd.
Independent Financial Advisor	Jay Capital Advisory Limited
or IFA
SET	The Stock Exchange of Thailand
SEC	The Securities and Exchange Commission
The Notification of SorRor.	The Notification of the Office of the Securities and Exchange
26/2555	Commission No. SorRor. 26/2555 (2012) Re: Provisions concerning
	Lists and Statements in the Trust Deed of the Real Estate Investment
	Trust, dated 21 November 2012 (as amended)
Regulation of No. BorJor/Ror	Regulation of the Stock Exchange of Thailand Re: Listing, Disclosure of
29-00	Information and Delisting of Real Estate Investment Trust Units B.E.
	2556 (BorJor/Ror 29-00)
The Notification of No.	The Notification of the Board of Governors of the Stock Exchange of
BorJor/Por 22-01	Thailand Re: Disclosure of Information and the Acts of Listed
	Companies concerning Connected Transaction B.E. 2546 (2003) dated
	19 November 2003 and its amendments (BorJor/Por 22-01)
Offering for sale of trust units	Offering for sale of additional trust units to existing unitholders, but
to existing unitholders	not the unitholders who may cause the Trust to have the duty to
	comply with foreign laws
The asset of WHA Group that WHART intends to invest
Bangna-Trad Km. 23 Project 3	WHA Mega Logistics Center Bangna-Trad Km. 23 Project 3 Project
Project
Signode Factory Project	WHA Signode Factory Project
Theparak Km. 21 Project	WHA Mega Logistics Center Theparak Km. 21 Project
KPN Bangna-Trad Km. 23	WHA KPN Mega Logistics Center Banga-Trad Km. 23 Project 2 Project
Project 2 Project
Wangnoi 63 Project	WHA Central Mega Logistics Center Wangnoi 63 Project

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The opinions of the Independent Financial Advisor on the acquisition of asset and the connected transaction (For the purpose of translation only)

	12 May 2022
To:	The Unitholders
	WHA Premium Growth Freehold and Leasehold Real Estate Investment Trust
Re:	The opinions of the Independent Financial Advisor on the acquisition of asset and connected
	transaction

The Meeting of Board of Directors of WHA Real Estate Management Company Limited ("WHAREM" or "REIT Manager") as the REIT Manager of WHA Premium Growth Freehold and Leasehold Real Estate Investment Trust ("WHART" or "the Trust") on 12 May 2022 passed a resolution to hold an Extraordinary Trust Unitholders' Meeting of WHART No. 1/2022 on 17 June 2022 to consider the following agendas:

Agenda 1Additional Investment in Leasehold Right and Sub-leasehold Right of Immovable Properties and Other Assets in relation to the Additional Investment Assets No. 8

Presently, WHART currently has 3,065,395,883 listed trust units with a par value of THB 9.0241 per unit, totaling THB 27,662,438,987.78 and has made investments in immovable properties, leasehold right, and sub-leasehold right for a total of 34 projects; where the names of the projects have been changed per the following:

No.	Project original name	Project new name
(1)	WHA Logistics Center Ladkrabang Phase 1 and	WHA Ladkrabang D.C. Project
	WHA Logistics Center Ladkrabang Phase 2
	Project
(2)	WHA Mega Logistics Center (Bangna-Trad Km.	WHA Mega Logistics Center Bangna-Trad Km.
	18) Project	18 Project
(3)	WHA Mega Logistics Center (Bangna-Trad Km.	WHA Mega Logistics Center Bangna-Trad Km.
	23) Project	23 Project 1 Project
(4)	WHA Mega Logistics Center (Chonlaharnpichit	WHA Mega Logistics Center Chonlaharnpichit
	Km. 4) Project	Km. 4 Project
(5)	WHA Mega Logistics Center (Wangnoi 61)	WHA Mega Logististics Center Wangnoi 61
	Project	Project
(6)	WHA Mega Logistics Center (Saraburi) Project	WHA Hitachi SIL / WHA Mega Logististics
		Center Saraburi Project
(7)	WHA Mega Logistics Center (Chonlaharnpichit	WHA Mega Logistics Center Chonlaharnpichit
	Km. 5) Project	Km. 5 Project
(8)	WHA Mega Logistics Center (Ladkrabang)	WHA Mega Logistics Center Ladkrabang
	Project	Project
(9)	Kao Project	Kao Amata D.C. Project
(10)	DKSH Consumer Project and DKSH 3M Project	WHA DKSH Consumer Goods / WHA Inthanon
		Project
(11)	DKSH Bang Pa-in Project	DKSH CG Bang Pa-in Project
(12)	Ducati Project	WHA Ducati Project
(13)	Healthcare Project	Sripetch D.C. Project

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The opinions of the Independent Financial Advisor on the acquisition of asset and the connected transaction (For the purpose of translation only)

No.	Project original name	Project new name
(14)	DSG Phase 1 and 2 Project	WHA DSGT Distribution Center Saraburi
		Project
(15)	WHA Mega Logistics Center (Panthong, Chon	WHA Mega Logistics Center Pantong Chon Buri
	Buri)
(16)	WHA Mega Logistics Center (Bangna-Trad Km.	WHA Mega Logistics Center Bangna-Trad Km.
	19) Project	19 Project
(17)	WHA Mega Logistics Center (Chonlaharnpichit	WHA Mega Logistics Center Chonlaharnpichit
	Km. 3) Project	Km. 3 Project 1 Project
(18)	WHA Mega Logistics (Lumlukka) Project	WHA Mega Logistics Center Lumlukka Project
(19)	Omada Aerospace Factory Project	WHA Factory Rayong Project
(20)	WHA Mega Logistics Center (Rama 2 Km. 35	WHA Mega Logistics Center Rama 2 Km. 35
	Phase 1) Project	Project
(21)	DSG WHASIL Project	DSGT Saraburi Project
(22)	Central WHA Mega Logistics Center (Wangnoi	WHA Central Mega Logistics Center Wangnoi 63
	63) Project	Project
(23)	WHA KPN Mega Logistics Center (Bangna-Trad	WHA KPN Mega Logistics Center Bangna-Trad
	Km. 23) Project	Km. 23 Project 2 Project (Building A, B)
(24)	DTS Project	WHA DTS Draexlmier Automotive Project
(25)	Roechling Project	WHA Roechling Factory Project
(26)	WHA Mega Logistics Center (Chonlaharnpichit	WHA Mega Logistics Center Chonlaharnpichit Km.
	Km. 3 Phase 1) Project	3 Unilever Project
(27)	WHA Mega Logistics Center (Chonlaharnpichit	WHA Mega Logistics Center Chonlaharnpichit Km.
	Km. 3 Phase 2) Project	3 Project 2 Project
(28)	WHA KPN Mega Logistics Center (Bangna-Trad	WHA KPN Mega Logistics Center Bangna-Trad Km.
	Km. 23 Phase 2) Project	23 Project 2 (Building C, E, H) Project
(29)	WHA Mega Logistics Center (Laemchabang 1)	WHA Mega Logistics Center Laemchabang
	Project	Project 1 Project
(30)	WHA Mega Logistics Center (Laemchabang 2)	WHA Mega Logistics Center Project 2 Project
	Project
(31)	WHA KPN Mega Logistics Center (Bangna-Trad	WHA KPN Mega Logistics Center Bangna-Trad
	Km. 23 Phase 3) Project	Km. 23 Project 2 (Building D, I, F, G) Project
(32)	WHA Mega Logistics Center (Wangnoi 62)	WHA Mega Logistics Center Wangnoi 62
	Project	Project
(33)	WHA Mega Logistics Center (Bangna-Trad Km.	WHA Mega Logistics Center Bangna-Trad Km.
	23 Project 3) Project	23 Project 3 Project
(34)	WHA E-Commerce Park Project	WHA E-Commerce Park Project

In order to achieve WHART's investment objectives in raising funds to acquire, lease and/or sub-lease immovable property, including to improve and modify the capability of immovable property, and procure commercial benefits from such immovable property in order to generate income and return to WHART and its trust unitholders, WHAREM's Board of Directors has passed a resolution for WHART to make the eighth additional investment by means of the seventh capital increase of WHART and/or obtaining a loan for the investment in additional assets in order to provide additional sources of income and increase the return of

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