Awards and Certifications

MESSAGE FROM THE CHAIRMAN OF THE BOARD

Dear Singha Estate Public Company Limited’s Shareholders

With great pleasure, I wish to inform you that this year Singha Estate Public Company Limited posted leapfrogging revenue and profits, with a 236% higher net profit than last year. Thanks to an explicit vision and strategic plan, we have achieved concrete growth in every aspect, whether asset, financial, or geographical reach-out. Such remarkable performance underscores the total commitment by the Board, the management, and all employees to taking Singha Estate closer to the ultimate goal: To achieve sustainable growth and deliver sustainable values to all stakeholders.

Concrete, Robust Growth

Since the dawn of our business integration in 2014, all business elements have posted steady, relentless growth here and abroad. This year our new development highlights included:

• Two condominium projects. First, The ESSE Sukhumvit 36, a super luxury condominium project at the entrance to Sukhumvit Soi 36 (next to Thong Lor BTS Station), a joint venture with HKL (Thai Developments) Ltd. (a subsidiary of Hongkong Land Holdings Ltd., a world-class property developer). Second, The ESSE at Singha Complex, a luxury condominium project at the corner of Asoke-Montri and Phetchaburi Roads.

• Preparation for an investment in Phase 1 of the tourist facilities development project on Emboodhoo Lagoon, Republic of Maldives — commonly known as the Crossroads Project. We regard this as our international showcase project, which would pave the way for our future growth.

Besides, we have grown our residential property business by investing in Nirvana Daii Public Company Limited (“NVD”), previously known as the Daii Group Public Company Limited — a manufacturer and distributor of pre-fabricated concrete and fence products and home builder. Today our interest in NVD totals 51%. Apart from growing our house building capacity to meet our future projects, this investment supports the development of Crossroads Project, which also benefits our Group as a whole.

We are determined to make strides to grow our business in the country and worldwide, in various forms — hotels, offices, retail/shopping centers, and residential — with a focus on mutual business promotion and benefits. The ultimate aim is to address unique and challenging needs and expectations for Singha Estate’s robust, sustainable growth.

Going forward, our stride will still embrace local and international property businesses—hotel, office building, retail area/shopping center, and residential—which represent naturally complementary projects. Brand strengthening is therefore critical to us and represents a key corporate strategy for tackling challenging and different goals together with sustainable corporate growth.

Morality-led Corporation

The Board values business growth marked by morality. That is why we have advocated to all our employees business performance that conforms to the principle of transparent and fair treatment of all stakeholders with good governance. At the same time, the Board values collaboration for mutual benefit to enhance Singha Estate’s strength and common growth in a sustainable way. We therefore defined commercial agreement principles under general commercial terms for transactions between Singha Estate or its subsidiaries, or both, and directors, the management, or related parties. This arm’s length principle not only frames and guides connected transactions’ transparency and sensibility in the best interests of Singha Estate, but also conforms to good governance.

Sustainable Development

To enable our sustainable development endeavors to systematically and clearly proceed, the Board has appointed a Sustainable Development Committee to take full charge of this specific matter. The committee has not only defined a policy, strategies, operating scope, and goals for Singha Estate’s sustainable development, but also mapped out the Company’s approach for branding and communication of sustainable development so that Singha Estate may best meet its goals in delivering sustainable values to all shareholders and stakeholders.

May I take this opportunity to express my heartfelt thanks to all related parties for placing their trust in and support to Singha Estate’s business all along. On behalf of the Board, I pledge to lead Singha Estate’s efforts in fulfilling our goals with good governance while remaining committed to business execution for continued, sustainable growth in the long term.

February 21, 2018

Mr. Chutinant Bhirombhakdi
CHAIRMAN

Vision & Mission

OUR VISION

To be the premier lifestyle developer by crafting quality settings for people to Live, Play, Work & Shop,

while delivering sustainable growth and creating value for all stakeholders

OUR

Our structure

Corporate Timeline

Singha Estate Public Company Limited was formerly known as Rasa Property Development Plc. The Company was founded on August 14, 1995, under the former name of “Panichpoom Pattana Company Limited” with an initial paid-up capital of Baht 10 million.

The main objective was to engage in property development for housing estates and condominiums. The Company later underwent a name change to Rasa Property Development Plc, with listing on SET (Stock Exchange of Thailand) since April 30, 2004, under the RASA ticker symbol.

On September 12, 2014, the Company completed its business integration by entire business transfer (“EBT”) whereby the Company accepted a transfer of ordinary shares in Santiburi Co., Ltd. (“STB”) and ordinary shares in S Bright Future Co., Ltd. (“SBF”) from Mr. Santi Bhirombhakdi and Singha Property Management Co., Ltd.¹ (“SPM”), respectively. At the same time, as payment in kind for such EBT, the Company issued its new ordinary shares to Mr. Santi Bhirombhakdi and SPM in exchange for the STB’s share SBF’s shares, respectively. On the same day, the Company underwent a name change to Singha Estate Public Company Limited and a change of Company’s seal. The above mentioned transactions were in accordance with the Company’s business integration plan approved by the Extraordinary shareholders’ Meeting No.1/2557 on June 9, 2014.

¹Singha Property Management (Singapore) Pte. Ltd. is a wholly owned subsidiary of Singha Property Management Co., Ltd., which owns all its paid-up shares

Year

August 14, 1995

Formed a company with Baht 10 million in registered capital.
March 31, 2002

Increased the registered capital from Baht 10 million to Baht 20 million, with all shares fully paid up at par value of Baht 100 per share.
October 27, 2003

Further raised the registered capital from Baht 20 million to Baht 30 million, with all shares fully paid up.

April 30, 2004

Changed the Company name from Panichpoom Pattana Co., Ltd., to Rasa Property Development Co., Ltd., and then transformed into a public company. The registered capital was increased further to Baht 375 million from Baht 30 million, poised for public offering of 15 million shares. Listed on The Stock Exchange of Thailand (“SET”) and split par value from Baht 100 to Baht 5.
March 12, 2006

Decreased the registered capital from Baht 375 million to Baht 300 million, and then increased them to Baht 400 million.
April 12, 2007

Trading began on SET under the “RASA” security symbol.

March 16, 2011

Split par value from Baht 5 to Baht 1 per share.
April 27, 2012

Increased the registered capital from Baht 400 million to Baht 500 million.
May 3, 2013

Decreased the registered capital from Baht 500 million to Baht 499,999,986.
May 7, 2013

Increased the registered capital from Baht 499,999,986 to Baht 599,999,986.

June 9, 2014

The shareholders’ meeting approved a business integration plan with Santiburi Co., Ltd., and S Bright Future Co., Ltd., by entire business transfer.
September 12, 2014
- Issued 4,162,352,331 capital-increase common shares, allocating 2,932,405,804 shares to SPM and SPM SG as payment in kind for the shares of S Bright Future Co., Ltd., in lieu of cash, and allocated 1,229,946,524 shares to Mr. Santi Bhirombhakdi as payment in kind for the shares of Santiburi Co., Ltd., in lieu of cash. Such transactions resulted in the SPM Group, 99.99% owned by Boon Rawd Brewery Co., Ltd., and Mr. Santi Bhirombhakdi became new major shareholders of the Company.
- Underwent a name change to Singha Estate Plc.
September 18, 2014

Underwent an SET security symbol change from “RASA” to “S”.

April 4, 2015

The 2015 Annual General Meeting of Shareholders, held on April 22, 2015, approved the following transactions:
1. A 51% investment in Nirvana Development Company Limited (“Nirvana”), a well-established landed residential developer under the brand “Nirvana”
2. An increase of regi s tered capi tal of Baht 2,635,940,054 to the total registered capital of Baht 7,348,290,786, to support the investment in Nirvana and the rights offering, and to be reserved for the exercise of warrants “S-W1”
Invested in 51% stake in Nirvana for a total investment of 2,091 million baht, by 1) acquiring ordinary shares of Nirvana from the existing shareholders, for which the Company paid in kind with newly issued ordinary shares of the Company (Share Swap), and 2) subscribing newly issued ordinary shares of Nirvana and paying in cash.
June 6, 2015

Completed the rights offering and the allocation of S-W1 warrants, in accordance with the 2015 AGM resolution.
August 8, 2015

Invested in Suntowers Office Complex (“Suntowers”) – a Grade-B twin-towered offices on Vibhavadi-Rangsit Road, with a total investment of 4,500 million baht. (see details under “Our Projects”.)
September 8, 2015

The Extraordinary General Meeting of Shareholders No. 1/2015, held on September 30, 2015, approved the following transactions:
- The investment in Singha Complex Project – a mixed-use commercial complex – located at the corner of Asoke Montri Road and New Phetchaburi Road, with a total investment cost of not exceeding 4,255 million baht (see details under “Future Projects”)
- The lease of certain office building areas in Singha Complex Project to Boon Rawd Brewery Co., Ltd. and/or its subsidiaries (“Boonrawd Group”) for a total lease period of 50 years, with an approximate total rental fee of 1,900 million baht.
October 10, 2015

Launched “The Esse Asoke” – a 4,500-million baht project-value luxury condominium located on Asoke Montri Road which is the first residential project developed by the Company after the business integration. (see details under “Future Projects”.)

Invested in 26 hotels under “Mercure” brand in the United Kingdom through a 50%-stake joint-venture company. Total investment is approximately 155 million GBP or 8,600 million baht. (see details under “Our Projects”)
November 11, 2015

Phi Phi Island Village Beach Resort launched 45 new villas with a new swimming pool (the second swimming pool of the hotel) to enhance its competitiveness and support the continuous growth of tourists.

April, 2016
- The 2016 Annual General Meeting of Shareholders, held on April 26, 2016, approved an increase in registered capital of Baht 1,624,715,129 by issuing 1,624,715,129 new ordinary shares (with a par value of Baht 1 per share) for a total registered capital of Baht 8,973,005,905.
June, 2016
- Completed the rights offering of 738,382,027 ordinary shares at Baht 5.00 per newly issued ordinary share.
- Registered the Baht 738,382,027 increase in paid-up capital to the total issued and paid-up capital of Baht 6,453,719,295.
September, 2016
- Invested in a 3-hotel portfolio in the United Kingdom (UK) through a 50%-stake joint-venture company with a total investment of approximately 12 million pounds.
- S Hotels and Resorts Inter Co., Ltd. (a 99.99%-owned subsidiary), as service provider, entered into a Master Service Agreement with Singha Property Management (Singapore) Pte. Ltd. (the Company’s major shareholder), as service receiver, to provide project management service to the tourist facilities development project on the Republic of Maldives’s Emboodhoo Lagoon. Under the agreement, beside receiving service fee of about 276 million baht, the Company is allowed to invest in assets in the project by means of acquiring partial rights of head lease and/or subleasing assets in the project under the option to purchase and/or the rights of first refusal.
November, 2016
- Purchased a 2.5 rai of land located at the entrance of Sukhumvit Soi 36, Sukhumvit Road (adjoining BTS Thonglor station) for the development of a super-luxury condominium project.
December, 2016
- After completing its value-enhancement project, Phi Phi Island Village Beach Resort launched 100 new-look villas (which had been closed for refurbishment in stages from June to November 2016) to support continuous growth in tourists and enhance its competitiveness.
- Extraordinary General Meeting of Shareholders No. 1/2016, held on December 16, 2016, approved the investment in Daii Group Public Company Limited.

Our Team

Board of Director

Mr. Chutinant Bhirombhakdi

Chairman of the Board of Directors (Non-Executive Director)

Ms. Napaporn Landy

Independent Director, and Chairman of the Audit Committee

Mr. Petipong Pungbun Na Ayudhya

Independent Director, Chairman of the Sustainable Development Committee, and Member of the Risk Management Committee

Mr. Charamporn Jotikasthira

Independent Director, Chairman of the Risk Management Committee, and Member of the Audit Committee

Mr. Chayanin Debhakam, D.B.A

Director, Chairman of the Executive Committee, Chairman of the Nomination and Remuneration Committee, and Member of the Sustainable Development Committee (Non-Executive Director)

Mr. Karoon Nuntileepong

Independent Director, Member of the Audit Committee, and Member of the Nomination and Remuneration Committee

Assistant Professor Thanavath Phonvichai, Ph.D.

Independent Director and Member of the Nomination and Remuneration Committee

Mr. Nutchdhawattana Silpavittayakul

Director and Member of the Sustainable Development Committee (Non-Executive Director)

Mr. Naris Cheyklin

Director, Member of the Risk Management Committee, Member of the Sustainable Development Committee, Member of the Executive Committee, and Chief Executive Officer

Audit Committee