WHA Premium Growth Freehold And Leasehold Real Estate Investment Trust : Announcement of the Resolution of the Extraordinary General Meeting of Trust Unitholders No. 1/2022 Through Electronic Media (E-EGM)

	-Translation-
No. REMS028/2022-EN
	17 June 2022
Re:	Announcement of the Resolution of the Extraordinary General Meeting of Trust Unitholders of
	WHA Premium Growth Freehold and Leasehold Real Estate Investment Trust No. 1/2022
	Through Electronic Media (E-EGM)
To:	Director and Manager
	The Stock Exchange of Thailand

WHA Real Estate Management Company Limited (the "Company" or "REIT Manager"), in its capacity of the REIT Manager of WHA Premium Growth Freehold and Leasehold Real Estate Investment Trust ("WHART") hereby announces the resolutions of the Extraordinary General Meeting of Trust Unitholders of WHART No. 1/2022 Through Electronic Media (E-EGM) held on 17 June 2022, the meeting was conducted through electronic media and commenced at 13.30 hrs. in accordance with the rule prescribed in regulations concerning on meeting through electronic media, having 361 trust unitholders attending in person and by proxy at the opening time of the Meeting, representing 2,422,635,772 trust units in total, being equivalent to 79.0317 percent of the total trust units sold. The resolutions of each agenda are as follows:

Agenda 1 To consider and approve the additional investment in leasehold and sub-leasehold rights of immovable properties and other related assets of the Additional Investment Assets

Resolution:

1. Approved the additional investment of WHART by acquiring leasehold and sub- leasehold rights of lands and leasehold rights of distribution center, warehouse, factory and office buildings located on such lands, as well as the investment in other assets which are component parts of the said lands and buildings, tools, equipment, internal system of the buildings and other assets which are relevant, relating and necessary to the use of such lands, distribution center, warehouse, factory and office buildings. The assets in which WHART will additionally invest at this time (the "Additional Investment Assets") include leasehold and sub-leasehold rights of immovable properties from WHA Corporation Public Company Limited ("WHA"), WHA Venture Holdings Company Limited (" WHAVH" ) Central WHA Alliance Company Limited ( " Central WHA Alliance") and WHA KPN Alliance Company Limited ("WHA KPN Alliance") (collectively referred to as the "Asset Owners"). The details are as set out below:

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Details of

Additional

Investment

Assets

1. WHA Mega Logistics Center Bangna-Trad Km. 23 Project 3 Project, located at Bang Sao Thong Sub-District, Bang Sao Thong District, Samut Prakan Province
2. 1. Sub-leaseholdright over land represented by 13 title deeds with the land sub-lease area of approximately 33 rai 65.95 square wah1 and with a lease term expiration date on 28 May 2051 or approximately 28 years 5 months from the tentative date that WHART will make the additional investment2. The sub-leasehold right is represented as follows:
   2. First sub-leasehold right over land represented by title deeds No. 11595, 11596, 11597 and over certain parts of land represented by title deeds No. 25152, 33561, 33562, 33563, 33618, 33621, 33622; and
   3. Second sub-leasehold right over land represented by title deeds No. 33617, 33619 and over certain part of land represented by title deed No. 33620.
   4. Leasehold right over the warehouse and office buildings in WHA Mega Logistics Center Bangna-Trad Km. 23 Project 3 Project of 3 buildings (i.e. Building B, C and D3), with a total approximate building leasable area of 34,001 .00 square meters and structures and other properties which are the component parts of the land and buildings, having the lease term expiring on 28 May 2051 or approximately 28 years 5 months from the tentative date that WHART will make the additional investment4.
   5. Ownership over tools, equipment, utility systems of the buildings and other properties relating to, in connection with, and necessary for the utilization of the land and warehouse and office buildings in WHA Mega Logistics Center Bangna- Trad Km. 23 Project 3 Project.

Remarks:

1. WHART will invest in the WHA Mega Logistics Center Bangna-Trad Km. 23 Project 3 Project under the condition that Mrs. Naphaporn Suradejvibul, Patcharakanda Co., Ltd.

1The land area, which is the area where WHART will invest in, is a part of the total land area. At present, this plot of land is under the process of cadastral surveying.

1. WHART expects to invest in the additional assets by 1 January 2023.
2. Building D is under construction where the construction is expected to complete before the tentative date that WHART will make the additional investment No. 8 (WHART expects to make the additional investment No. 8 by 1 January 2023).
3. WHART expects to invest in the additional assets by 1 January 2023.

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and Khunying Kanda Techaphaibul (as owners of the lands to be additionally invested by WHART at this time) and Pratum Phol Co., Ltd. (as holder of the leasehold right over such land from Khunying Kanda Techaphaibul) agree to relinquish the right to terminate the agreement and agree to transfer the rights and obligations under the master lease agreement (between Mrs. Naphaporn Suradejvibul and WHA and between Patcharakanda Co., Ltd. and WHA and between Khunying Kanda Techaphaibul and Pratum Phol Co., Ltd.) or the first land sub-lease agreement (between Pratum Phol Co., Ltd. and WHA) (as the case may be) only to the extent of the land portion to be additionally invested by WHART this time, to WHART for the remaining lease period (Partial Step-in) in case where WHA or Pratum Phol Co., Ltd. fail to comply with such agreements.

1. Patcharakanda Co., Ltd. (as the owner of the land to be additionally invested by WHART at this time) agrees to register a charge to WHART over a certain part of the land owned by Patcharakanda Co., Ltd. which is the access way to the public road of the land which WHART will invest in of WHA Mega Logistics Center Bangna-Trad Km. 23 Project 3 Project, for the benefit of WHART and/or the tenants and dependents of the aforementioned persons for the utilization of walkway, road, drainage, electricity, water, telephone, other utilities, and installation of name sign and advertising sign free of charge for the period that WHART invest in WHA Mega Logistics Center Bangna-Trad Km. 23 Project 3 Project. In this regard, the terms shall be in accordance with the memorandum that WHART will later enter into with Patcharakanda Co., Ltd. (as the owner of the land).
2. At present, the area of the warehouse and office buildings of WHA Mega Logistics Center Bangna-Trad Km. 23 Project 3 Project is not fully occupied by the tenants and should the area of the warehouse and office buildings not be fully occupied by the tenants on the date that WHART makes the additional investment in the asset, WHART will request for WHA (who is the owner of the properties) to pay for the rental to WHART for the unoccupied area of the warehouse and office buildings for a period of 3 years from the date WHART makes the additional investment or until there is a tenant during such period. In this regard, the terms shall be in accordance with the undertaking agreement that WHART will later enter into with WHA (as the owner of the properties).
3. In the case where the area of the warehouse and office buildings of WHA Mega Logistics Center Bangna-Trad Km. 23 Project 3 Project has been occupied by the tenants on the date that WHART makes the additional investment but the lease term

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under the related lease agreement will expire within the period of 1 year from the date that WHART makes the additional investment ("Area With Short Term Lease") and upon the expiration of the lease term, the tenant does not extend the lease agreement or during the time between the negotiation of the agreement to extend the lease term when the tenant has not yet paid for the rental, WHART will request for WHA to pay for the rental to WHART for such Area With Short Term Lease from the expiration of the lease term until 1 year from the date that WHART makes the additional investment or until there is a tenant during such period. In this regard, the terms shall be in accordance with the undertaking agreement that WHART will later enter into with WHA.

1. For the additional investment in WHA Mega Logistics Center Bangna-Trad Km. 23 Project 3 Project, WHART will make the investment through the execution of the following agreements, including any other relevant agreements:
2. 1. A land sublease agreement with WHA (who is the holder of the leasehold right of land from Mrs. Naphaporn Suradejvibul represented by title deed No. 25152 and of Patcharakanda Co., Ltd., represented by title deeds No. 11595, 11596, 11597, 33561, 33562, 33563, 33618, 33621, 33622 and the holder of the sub-leasehold right of land from Pratum Phol Co., Ltd., represented by title deeds No. 33617, 33619 and 33620);
   2. A building lease agreement with WHA (who is the owner of the warehouse and office buildings and other structures in the said project);
   3. A utility system, tools and equipment sale and purchase agreement with WHA (the owner of the other properties in the said project);
   4. An undertaking agreement with WHA (who is the holder of the leasehold right and sub-leasehold right of land and the owner of the buildings and other properties in the said project);
   5. A memorandum of agreement regarding the land sub-lease between Mrs. Naphaporn Suradejvibul (who is the landowner) and WHA (who is the holder of the leasehold right of land in the said project);
   6. A memorandum of agreement regarding the land sub-lease between Patcharakanda Co., Ltd. (who is the landowner) and WHA (who is the holder of the leasehold right of land in the said project); and
   7. A memorandum of agreement regarding the land sub-lease between Khunying Kanda Techaphaibul (who is the landowner), Pratum Phol Co., Ltd. (who is the

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holder of the leasehold right of land) and WHA (who is the holder of the sub- leasehold right of the land in the said project).

Additional details regarding the value of properties to be invested by WHART in the WHA Mega Logistics Center Bangna-Trad Km. 23 Project 3 Project shall be as appear in the invitation letter to the trust unitholders' meeting, the registration statement for the offering of trust units and the prospectus for the offering of trust units for the investment in the Additional Investment Assets No. 8 by WHART.

1. WHA Signode Factory Project, located at Khao Khan song Sub-District, Si Racha District, Chon Buri Province
2. 1. Leasehold right over land represented by 1 title deed (title deed No. 22009) with the land lease area of approximately 13 rai 1 ngan 62.80 square wah5 for a lease term of 30 years from the tentative date that WHART will make the additional investment6, together with the promise of WHA to grant WHART the right to extend the lease period for another 30 years term.
   2. Leasehold right over the factory, warehouse and office building in WHA Signode Factory Project of 1 building, with a total approximate building leasable area of 8,151.00 square meters and structures and other properties which are the component parts of the land and buildings, for a lease term of 30 years from the tentative date that WHART will make the additional investment7, together with the promise of WHA to grant WHART the right to extend the lease period for another 30 years term.
   3. Ownership over tools, equipment, utility systems of the buildings and other properties relating to, in connection with, and necessary for the utilization of the land and the factory, warehouse and office building in the WHA Signode Factory Project.

Remarks:

1. The WHA Signode Factory Project which WHART will invest in this time has a free space area at the back with no building situated, having area of approximately 5,604 square meters. At present, Signode Systems (Thailand) Ltd. has rented all area of the WHA

1. At present, this plot of land is under the process of cadastral surveying.
2. WHART expects to invest in the additional assets by 1 January 2023.
3. WHART expects to invest in the additional assets by 1 January 2023.

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