Sub Sri Thai Real Estate Investment Trust : Notification of the of Directors regarding Investment in the Additional Investment Assets No. 1, the Amendment of Undertaking Agreement and the Determination of the Date for EGM No. 1/2022

No. 016/2022

15 June 2022

Subject:	Notification of the Resolutions of the Board of Directors of the Company regarding
	Investment in the Additional Investment Assets No. 1, the Amendment of Undertaking
	Agreement and the Determination of the Date for the Extraordinary General Meeting of Trust
	Unitholders of Sub Sri Thai Real Estate Investment Trust (SSTRT) No. 1/2022
Attention:	The President
	The Stock Exchange of Thailand
Attachment:	1.	Capital Increase Report Form

1. Information Memorandum on SSTRT's Acquisition of the Assets and Related Party Transactions with Person Related to the REIT Manager
2. Details of the Amendment of Undertaking Agreement of SSTRT

As SST REIT Management Company Limited (the "Company" or the "REIT Manager") as the REIT manager of Sub Sri Thai Real Estate Investment Trust ("SSTRT"), has convened the meeting of the Company's Board of Directors No. 5/2022 on 15 June 2022, the Company would like to inform significant resolutions of the meeting of the Company's Board of Directors as follows:

Agenda 1 The investment in the Additional Investment Assets No. 1

In order to be in accordance with the objectives of SSTRT in raising funds to invest in immovable properties and to procure benefits from such immovable properties and in order to generate income and return to SSTRT and trust unitholders of SSTRT.

The REIT Manager resolved to propose to the trust unitholders' meeting of SSTRT to consider and approve the investment in the additional investment assets of SSTRT, in order to increase the sources of income and to generate return to the trust unitholders. The additional assets in which SSTRT will invest shall comprise the following (the "Additional Investment Assets No. 1"):

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Details of the Additional	Document Warehouses in Sub Sri Thai Project
Investment Assets No. 1	Ownership of land represented by 1 title deed (Title Deed No. 261431) with the land
	area according to the title deed of 4 Rai 1 Ngan 68.9 Square Wah and ownership of
	4 document warehouses which are Document Warehouse No. 36 with the building
	area of approximately 1,750 square meters, Document Warehouse No. 37 with the
	building area of approximately 1,750 square meters, Document Warehouse No. 38
	with the building area of approximately 1,750 square meters and Document
	Warehouse No. 39 with the building area of approximately 1,750 square meters,
	including other related assets which are 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 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.
	Additional details relating to the value of the Additional Investment Assets No. 1
	will be as provided in the invitation letter to the trust unitholders' meeting, 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.

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The Information Memorandum on SSTRT's Acquisition of the Assets and details of the Additional Investment Assets No. 1 are provided in the Attachment 2. 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).

The source of fund for investment in the Additional Investment Assets No. 1 will be funds from the capital increase of SSTRT by issuance and offering for sale of additional trust units. The details of such capital increase of SSTRT are as mentioned in Agenda 3.

In this regard, the REIT Manager has engaged 2 appraisal companies namely Knight Frank Chartered (Thailand) Company Limited and Nexus Property Consultants Company Limited (altogether referred to as the "Appraisers"), which are the appraisers approved by the Office of the Securities and Exchange Commission (the "Office of the SEC"), to appraise the value of the Additional Investment Assets No. 1. Both of the Appraisers opted to apply the income approach method for valuation of the Additional Investment Assets No. 1, whereby the REIT Manager and the Appraisers share the same view that the appraised value from the income approach method is an appropriate method for comparison with the investment value of the Additional Investment Assets No. 1 as the sources of income of the assets are from rental fee. The value in which SSTRT will invest in the Additional Investment Assets No. 1 of not exceeding Baht 190,000,000 (One Hundred Ninety Million Baht) (excluding taxes, registration fee, specific business tax, other relevant fees and expenses) will be lower than the lowest appraised value of the Additional Investment Assets No. 1 appraised by the Appraisers, which is Baht 203,000,000 (Two Hundred Three Million Baht), by 6.40 percent.

In addition, the REIT Manager is of the opinion regarding the investment and the reasonableness of the investment value of the Additional Investment Assets No. 1 that the investment value of the Additional Investment Assets No. 1 is reasonable, as the Additional Investment Assets No. 1 have potential to generate income and good physical condition with international construction standards, are located in a decent location which is a strategic location of business operations with public utilities systems which are developed and managed by the expert and are ready to be used to procure benefits. Moreover, the assets are likely to increase in value and to be attractive to investors and tenants.

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The Company will inform the details of the appraised value of the Additional Investment Assets No. 1 and the projected statement of income and details of net investment income and auditor's report for the projection period from 1 December 2022 to 30 November 2023 of SSTRT in the invitation letter to the trust unitholders' meeting which will be circulated to the trust unitholders.

Moreover, after SSTRT has invested in the Additional Investment Assets No.1 by receiving the transfer of ownership from SST, SSTRT will procure benefits by renting out such assets to SST to operate the document warehouse business 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. In this regard, SST is a major shareholder of the Company which is the REIT Manager of SSTRT, holding the proportion of approximately 99.99 percent of all the sold shares of the Company, and is the person who has control over the REIT Manager.

Therefore, SST is considered as a person related to the REIT Manager, and the investment in the Additional Investment Assets No. 1 by receiving the transfer of the ownership from SST, including the procurement of benefits by renting out the Additional Investment Assets No. 1 to SST as aforementioned is thus a transaction between SSTRT and a person related to the REIT Manager with a value of approximately

29.37 percent of the net asset value of SSTRT, which is more than 3 percent of the net asset value of SSTRT (as at 31 March 2022, the net asset value of SSTRT equals to Baht 1,263.21 Million), that is to say, the investment value of the Additional Investment Assets No. 1 of not exceeding Baht 190,000,000 (One Hundred Ninety Million Baht) (excluding taxes, registration fee, specific business tax, other relevant fees and expenses) has the transaction size of approximately 15.04 percent of the net asset value of SSTRT and the total rental fee which SSTRT will receive from SST throughout the lease period of the Additional Investment Assets No. 1 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 which will be approximately Baht 181,000,000 (One Hundred Eighty One Million Baht), has the transaction size of approximately 14.33 percent of the net asset value of SSTRT. Hence, the entering into aforementioned transaction between SSTRT and SST requires an approval from the trust unitholders' meeting of SSTRT by a vote of not less than three-fourth of all votes of trust unitholders attending the meeting and having the right to vote pursuant to the Trust Deed and the Notification of the Office of SEC No. SorRor. 26/2555 Re: Provisions relating to Particulars, Terms and Conditions in a Trust Instrument of Real Estate Investment Trust (as amended) ("Notification No. SorRor. 26/2555"). The Information Memorandum on SSTRT's Acquisition of the Assets and Related Party Transactions with Person Related to the REIT Manager is provided in the Attachment 2. In this regard, the REIT Manager has appointed Discover Management Company Limited as the independent financial advisor to render opinions and analyze

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information relating to such transaction in order to provide supporting information for consideration and approval of the relevant agenda. The opinions of the independent financial advisor will be provided in the invitation letter to the trust unitholders' meeting which will be circulated to the trust unitholders.

In counting of such votes of all trust unitholders having the right to vote, the Company will not include the votes from the trust unitholders with a special interest in the proposed agenda. The details of the trust unitholders with special interests in the proposed agenda shall be provided in the invitation letter to the trust unitholders' meeting which will be circulated to the trust unitholders.

Agenda 2 The first capital increase of SSTRT by issuance and offering for sale of new trust units for the investment in the Additional Investment Assets No. 1 of SSTRT and the method for the offering for sale and the allocation of the trust units additionally issued and offered for sale in the first capital increase

1. The amount of funds and the number of the trust units to be additionally issued and offered for sale, the method for determining the price of the trust units to be additionally issued and offered for the investment in the Additional Investment Assets No. 1 of SSTRT

The funds used for the investment in the Additional Investment Assets No. 1 of SSTRT will be raised from the first capital increase of SSTRT through the issuance and offering for sale of additional trust units in the number of not exceeding 36,530,000 (Thirty-Six Million Five Hundred Thirty Thousand) units. Whereby the method for the offering for sale of trust units of SSTRT will be an offer for sale through underwriters. The price of the additional trust units to be offered for sale will be determined based on the appraised value of the assets, as assessed by the Appraisers approved by the Office of the SEC, as well as by taking into account other relevant factors which are: (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) domestic and global market interest rates, (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).

When combining the number of additional trust units issued and offered for sale in the first capital increase of SSTRT of not exceeding 36,530,000 (Thirty-Six Million Five Hundred Thirty Thousand) units with the existing number of trust units of SSTRT of 156,250,000 (One Hundred Fifty-Six Million Two Hundred Fifty Thousand) units, a total number of trust units of SSTRT shall not exceed 192,780,000 (One Hundred Ninety- Two Million Seven Hundred Eighty Thousand) units.

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