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MESSAGE FROM THE CHAIRMAN OF THE BOARD

Dear Singha Estate Public Company Limited’s Shareholders

This past year’s performance was a big proof of the Company’s caliber under the guidance of the new Board of Directors and management team following the business integration and shareholding restructure of 2014. After a series of investment in assorted projects called for by the Board’s vision and strategies, we managed to report a net profit for the first year. Singha Estate has also accomplished decent business growth as a result of precise strategies and business plans together with full dedication by all executives and staff, in compliance with corporate governance and sustainable development approaches to take us to the ultimate goal of generating growth and delivering sustainable value for all stakeholders.

Relentless Growth for Leadership

For over two years, we have grown our businesses of various types, domestically and internationally. In 2014, after our business integration, we had merely three empty plots of land and a hotel, namely Santiburi Beach Resort and Spa. Today our businesses consist of an office complex “Suntowers”, 31 local and international hotels, three residential projects (to transfer ownership and start booking revenue by late 2018), and a project of pride: Singha Complex, a Grade A mixed-used development project, due for completion and commercial inauguration by the first quarter of 2018. All these in addition to the business acquisition of Daii Group Public Company Limited (DAII), a subsidiary invested on January 17, 2017, through 56%1 equity acquired under the resolution of EGM No. 1/2559 (2016), and over 15 residential projects under Nirvana Development Co., Ltd. (56%1 indirectly owned through DAII).

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.

Coordinated Benefits

The Board values coordinated mutual benefits within the Group, which enhance strength and sustainable mutual growth under propriety and fairness. Boon Rawd Brewery Group’s major shareholding is certainly an enormous boon to Singha Estate’s land procurement, investment, and marketing, among other business strengths. Yet, recognizing the need for transparency of connected transaction engagement to steer clear of conflicts of interest, the Board set criteria for commercial agreements under general commercial terms for engagement between the Company and/or its subsidiaries with directors, executives, or related parties. Strictly complying with corporate governance, these arm’s length criteria frame and guide our connected transactions for transparency, sensibility, and the best interests of Singha Estate.

Sustainable Development

To achieve sustainable growth, this year’s four-star acclaim for corporate governance practices is simply not enough. We fully recognize that support from all sectors is imperative for all parties’ sustainable growth. This year we have therefore included sustainable development goals as part of our corporate direction and strategy. The corporate vision has been revised: Becoming a premier lifestyle developer by crafting settings for people to live, play, work, and shop while nurturing growth and delivering sustainable value for all stakeholders.

In summary, the Board of Directors is truly grateful to all parties for perennially entrusting and supporting our operations. Please rest assured that Singha Estate Public Company Limited will remain committed to good governance for your best interests and to securing Thailand property business leadership.

March 9, 2017

Mr. Chutinant Bhirombhakdi
CHAIRMAN

Note 1Equity as of January 31, 2017, before the tender offer

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

  • 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.

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