U City : Notification on the Resolutions of the Board of Directors' Meeting Regarding Amendments to the Details of the Disposal of the Company's Asset

(-Translation-)

Ref No. U.SET 001/2021

	January 13, 2021
Subject:	Notification on the Resolutions of the Board of Directors' Meeting Regarding Amendments
	to the Details of the Disposal of the Company's Asset
To:	The President
	Stock Exchange of Thailand

U City Public Company Limited (the "Company") would like to inform you that subsequently to the Board of Directors' Meeting No. 9/2020 held on Monday December 14, 2020 which resolved to propose that the shareholders' meeting consider and approve the disposal of the Company's and subsidiaries' 39 items of assets (the "Disposal Transaction"), of which details are as set out in the Notification on the resolution of the board of directors' meeting regarding the disposal of assets of the company and its subsidiaries, appointment of new director in replacement of resigned director, resignation of the company secretary, appointment of new company secretary No. U.SET 022/2020, dated 15 December 2020 (the "Notification of Resolutions No. U.SET 022/2020"),

The Board of Directors' Meeting No. 1/2021 held on Wednesday January 13, 2021 has resolved additional material matters regarding the Disposal Transaction which will be proposed to the Shareholder's meeting for consideration as follows:

1. The amendment to the prices and the details of the transactions as described in item 1. (5) - (9) of the Notification of Resolutions No. U.SET 022/2020 as follows:

1. The disposal of 50,000 shares in Ratburana Property Co., Ltd. ("RBP"), which will be held by the Company or its subsidiary (the "RBP's Shareholder"), with a par value of THB 100 per share, equivalent to 50 percent of the total shares, and 50 percent of the liabilities to repay loan to the RBP's Shareholder, at a total selling price of not less than THB 439,130,753.34. Material asset of RBP comprises 1 plot of vacant land located in Tambon Ratburana (Bang Jang Ron Nok), Amphoe Ratburana, Bangkok, totaling 27 rai, 2 ngan, and 10 square wa.
   In this regard, the Company has negotiated and agreed to partner with Noble
   Development Public Company Limited ("Noble") on the execution of the above transaction, which includes the project development on the above land of RBP. Nevertheless, Noble is not a connected person of the Company.
2. The disposal of a freehold over 7 plots of vacant land, currently owned by the Company, located in Tambon Ratburana (Bang Jang Ron Nai), Amphoe Ratburana, Bangkok, totaling 16 rai, 2 ngan, and 38.8 square wa, to a company to be set up with a partner, in which the Company will be holding

1

50 percent of its shares, at a total selling price of not less than THB 463,376,673.86.

In this regard, the Company has negotiated and agreed to partner with Noble on the execution of the above transaction, which includes the project development on the above land of the Company.

1. The disposal of 500,000 ordinary shares of Project Green Co., Ltd. ("PG") held by the Company, with a par value of THB 100 per share, equivalent to 50 percent of the total shares, and 50 percent of the liabilities to repay loan to the Company, at a total selling price of not less than THB 577,865,360.16. Material asset of PG comprises 1 plot of vacant land located in Tambon Kukot, Amphoe Lam Luk Ka, Pathum Thani Province, totaling 51 rai, 2 ngan, and 97.7 square wa.
   In this regard, the Company has negotiated and agreed to partner with Noble on the execution of the above transaction, which includes the project development on the above land of PG.
2. The disposal of 500,000 ordinary shares of Prime Area 9 Co., Ltd. (previously known as BTS Sansiri Holding Twenty One Co., Ltd.) ("PA9") held by the Company, with a par value of THB 100 per share, equivalent to 50 percent of the total shares, and 50 percent of the liabilities to repay loan to the Company, at a total selling price of not less than THB 206,901,978.47. Material asset of PA9 comprises 1 plot of vacant land located in Tambon Huai Khwang, Amphoe Huai Khwang, Bangkok, totaling 6 rai and 90.8 square wa.
   In this regard, the Company has negotiated and agreed to partner with Noble on the execution of the above transaction, which includes the project development on the above land of PA9.

2. The approval to enter into the asset disposal transactions as described in item 1. (12) - (20) and

1. - (37) of the Notification of Resolutions No. U.SET 022/2020 (the "Europe Asset Disposal Transaction") as detailed below before proposing the matters to the Shareholder's meeting for consideration and approval due to the urgency to protect the interests of the Company. In this respect, if the Shareholder's meeting does not approve the Europe Asset Disposal Transaction, the Company will invoke the right to unwind the Asset Disposal Transaction whereby the Company will be required to return all proceeds received from the purchasers and will be subject to the contractual penalty.
2. 1. the disposal of the following assets owned by Vienna House Hotelmanagement GmbH ("VHHM") where VHHM will enter into a share sale and purchase agreement with K 5 Beteiligungs GmbH ("K5"), who is not a connected person of the Company, or the person authorized by K5 who

2

shall not be a connected person of the Company, at a total selling price of EUR 28,065.77 (or equivalent to THB 1,038,714.141).

(1) The "REVO" trademark;

(2) 25,000 shares of VH Dresden Hotelbetriebs GmbH ("VH Dresden"), with a par value of EUR 1 per share, equivalent to 100 percent of the total shares, under the condition that the Company and the subsidiary will no longer be subject to any obligation or guarantee under the relevant agreements with VH Dresden. Material asset of VH Dresden comprises a leasehold over Vienna House QF Dresden hotel located at Neumarkt 1. 01067 Dresden, Germany, with a total space of 6,073 square meters, with a lease term of 20 years and the remaining term of approximately 17 years;

(3) 1 share of Vienna House Leipzig GmbH ("VH Leipzig") with a par value of EUR 25,000 per share, equivalent to 100 percent of the total share, under the condition that the Company and the subsidiary will no longer be subject to any obligation or guarantee under the relevant agreements with VH Leipzig. Material asset of VH Leipzig comprises a leasehold over Vienna Townhouse Bach Leipzig hotel located at Thomaskirchhof 13/14. 04109 Leipzig, Germany, with a total space of 2,752 square meters, with a lease term of 20 years and the remaining term of approximately 8 years;

(4) 25,000 ordinary shares of REVO München Hotelbetriebs GmbH ("REVO München") with a par value of EUR 1 per share, equivalent to 100 percent of the total shares, under the condition that the Company and the subsidiary will no longer be subject to any obligation or guarantee under the relevant agreements with REVO München. Material asset of REVO München comprises a leasehold over Revo Munich hotel located in Germany (currently under construction), with a lease term of 20 years (from the date of the hotel's operation);

(5) 25,000 shares of heptus 365. GmbH (in the process of changing name to Townhouse Wismar GmbH) ("Townhouse Wismar") with a par value of EUR 1 per share, equivalent to 100 percent of the total shares, under the condition that the Company and the subsidiary will no longer be subject to any obligation or guarantee under the relevant agreements with Townhouse Wismar. In this regard, Material asset of Townhouse Wismar comprises a leasehold over Vienna House Stadt Hamburg Wismar hotel located at Am Markt 24. 23966 Wismar,

1 calculated based on the exchange rate announced by the Bank of Thailand on 12 January 2021 where EUR 1 equals THB 37.01.

3

Germany, with a total space of 5,789 square meters, with a term of 20 years and the remaining term of approximately 9 years;

1. 25,000 shares of heptus 366. GmbH (in the process of changing name to Townhouse Berlin GmbH) ("Townhouse Berlin") with a par value of EUR 1 per share, equivalent to 100 percent of the total shares, under the condition that the Company and the subsidiary will no longer be subject to any obligation or guarantee under the relevant agreements with Townhouse Berlin. Material asset of Townhouse Berlin comprises a leasehold over Vienna Townhouse Goethe Berlin hotel located at Goethestraße 87. 10623 Berlin, Germany, with a total space of 2,021 square meters, with a lease term of 20 years and the remaining term of approximately 4 years;

2.2 the disposal of shares owned by VHHM in the following companies and the liabilities of Vienna House Germany II GmbH ("VHG II") to repay loan to Vienna House Capital GmbH (indirect shareholder of VHG II) ("VHC") where VHHM and VHC will enter into a sale and purchase agreement with HRG Sechste Hotel Management GmbH ("HRG"), who is not a connected person of the Company, or the person authorized by HRG who shall not be a connected person of the Company, at a total selling price of EUR 3,600,019 (or equivalent to THB133,263,703.191).

1. 25,000 shares of Andel's Berlin Hotelbetriebs GmgH ("Andel's Berlin") with a par value of EUR 1 per share, equivalent to 100 percent of the total shares, under the condition that the Company and the subsidiary will no longer be subject to any obligation or guarantee under the relevant agreements with Andel's Berlin. Material asset of Andel's Berlin comprises a leasehold over Vienna House Andel's
   Berlin hotel located at Landsberger Allee 106, 10369 Berlin, Germany, with a total space of 90,000 square meters, with a lease term of 20 years and the remaining term of approximately 14 years;
2. 25,000 shares of VHE Berlin Hotelbetriebs GmbH ("VHE Berlin") with a par value of EUR 1 per share, equivalent to 100 percent of the total shares, under the condition that the Company and the subsidiary will no longer be subject to any obligation or guarantee under the relevant agreements with VHE Berlin. Material asset of VHE Berlin comprises a leasehold over Vienna House Easy Berlin hotel located at Storkower Str. 162. 10407 Berlin, Germany, with a total space of 5,852 square meters, with a lease term of 20 years and the remaining term of approximately15 years;
3. 50 shares of Vienna House Andel's Cracow Sp. z o.o. (previously known as UBX Krakow Sp. z o.o.) ("VH Andel's Cracow") with a par value of PLN 1,000 per share, equivalent to 100 percent of the total shares, under the condition that the Company and the subsidiary will

4