Land-lease agreement with Siri Pattaya Co.,Ltd.

Translation January 27, 2006 Subject: Land-lease agreement with Siri Pattaya Company Limited Attention: Director and Manager The Stock Exchange of Thailand Enclosure: Detail of the Acquisition Assets of Dusit Resort Pattaya Dusit Thani Public Company Limited had entered into the land-lease agreement dated September 30, 1987 with Siri Pattaya Company Limited, land title deed number 4339, land number 38 (previously number 203), Tumbol Naklua, Amphure Banglamung, Chonburi Province which has land area of 35 Rai, 3 Ngan and 75 Square Wah and is the location of Dusit Resort Pattaya. Such lease agreement is due to expire on September 30, 2017. Dusit Thani Public Company Limited has intention to extend the land-lease agreement before its expiry date and Siri Pattaya Company Limited agreed to extend for another 10 years from September 30, 2017, by cancelling the previous land-lease agreement and enter into the new land-lease agreement for 22 years starting from January 1, 2006 to December 31, 2027 and specify the new rental rates as follows: Periods Rental per Rental per years Total month year Rental (Baht) (Baht) (Baht) 1. January 1, 2006 to December 31, 2007 2,000,000 24,000,000 2 48,000,000 2. January 1, 2008 to December 31, 2009 2,500,000 30,000,000 2 60,000,000 3. January 1, 2010 to December 31, 2011 3,000,000 36,000,000 2 72,000,000 4. January 1, 2012 to December 31, 2014 3,500,000 42,000,000 3 126,000,000 5. January 1, 2015 to December 31, 2017 4,000,000 48,000,000 3 144,000,000 6. January 1, 2018 to December 31, 2020 4,300,000 51,600,000 3 154,800,000 7. January 1, 2021 to December 31, 2023 4,500,000 54,000,000 3 162,000,000 8. January 1, 2024 to December 31, 2025 4,800,000 57,600,000 2 115,200,000 9. January 1, 2026 to December 31, 2027 5,000,000 60,000,000 2 120,000,000 Total 22 1,002,000,000 During the new rental period mentioned, if the valuation of Baht fluctuates lower or higher than 25 percent of the valuation of Baht on the agreement date, both parties agree to adjust the rental rate by increasing or decreasing the rental according to the change of Thai Baht valuation. The consideration of the valuation of Thai Baht decrease or increase is based on the exchange rate between Thai Baht and the Swiss Franc (according to the average selling rate announced by the Bank of Thailand) for calculation to adjust the rental rate (on this agreement date, the selling exchange rate announced by the Bank of Thailand for one Swiss Franc is equivalent to thirty one Baht only). In case that the Swiss Franc is no longer valid, the exchange rate between Thai Baht and US dollar (according to the average selling rate announced by the Bank of Thailand) will be applied (on this agreement date, the selling exchange rate announced by the Bank of Thailand for one US dollar is equivalent to thirty nine Baht and fourteen Satang). When the lease agreement is expired on December 31, 2027, the Company has option to extend the lease agreement for another 10 years, 2 times. However, the rental rates and other rental conditions will be reconsidered according to the economic situation at that time. In addition, when the lease agreement is expired, the buildings and construction together with equipment and other component relate to Dusit Resort Pattaya will all belong to Siri Pattaya Company Limited. The new land-lease agreement was considered by the Audit Committee of the Company, per the meeting No. 1/2006 on January 16, 2006. In addition, on January 16, 2006, the Board of Directors of the Company held a meeting No. 1/2006 and had approved the Company to do such transaction. The Board of Directors considered that Dusit Resort Pattaya has revenues at 16 percent of the consolidated revenues and net income at 44 percent of the consolidated net income in the consolidated financial statements of the Company and its subsidiaries (calculation based on the consolidated financial statements of the Company and its subsidiaries as at September 30, 2005). Moreover, the Company had highly invested in renovating at Dusit Resort Pattaya and has plan to expand its business in future. In addition, the current land rental rate for area nearby Dusit Resort Pattaya has increased and will continue to increase. The Company had carefully reviewed and considered the overall benefits that affect the Company, then decided to extend the lease agreement before its expiry date and agreed to pay the new rental rate. The Company's ability to negotiate the extension of the lease agreement before its expiry date will enable the Company to have more stability its business and know the rental cost up to year 2027. Therefore, the Company can plan the Hotel's management and Financial management more appropriately and efficiency. In addition, the Board of Directors of the Company commended that some topics of the new land-lease agreement for further negotiation with the Lessor, but gave the authorization to the Company's management to deal in order to have the new land-lease agreement comply with the consideration of the Company's board. When such matter was resolved, the Company then entered into such transaction on January 27, 2006. Such activity is classified as the acquisition of assets and calculated its volume of transaction as follows: Total consideration value of payments = Amount to be paid/Total assets = 1,002,000,000/5,350,525,000 = 18.73% (Calculation based on the consolidated financial statements of the Company and its subsidiaries as at September 30, 2005) Such transaction has value of more than 15 percent, but lower than 50 percent, therefore, the Company has to report and disclose such information and inform the shareholders within 14 days from the reporting date to the Stock Exchange of Thailand, reference to the enclosure. Translation Detail of the Acquisition Assets of Dusit Resort Pattaya A branch of Dusit Thani Public Company Limited 1. Date of transactions On January 27, 2006, Dusit Thani Public Company Limited (DTC), "Lessee" has entered into the land-lease agreement with Siri Pattaya Company Limited ("Lessor") for the land title deed number 4339, land number 38 (previously number 203), Tumbol Naklua, Amphur Banglamung, Chonburi Province, which has land area of 35 Rai, 3 Ngan and 75 Square Wah which is the location of Dusit Resort Pattaya. 2. The parties involved and relationships The Lessee: Dusit Thani Public Company Limited The Lessor: Siri Pattaya Company Limited Relationships: the Lessee and the Lessor are not connected persons and the Lessor is not a connected person with managements and major shareholders of the Company according the Notification of the Board of Governors of the Stock Exchange of Thailand, Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Connected Transaction, 2003. 3. The general characteristics of the transactions The land-lease agreement dated September 30, 1987 is for the land title deed number 4339, land number 38 (previously number 203), Tumbol Naklua, Amphur Banglamung, Chonburi Province, which has land area of 35 Rai, 3 Ngan and 75 Square Wah and is the location of Dusit Resort Pattaya. Such lease agreement is due to expire on September 30, 2017. The Company has intention to extend the land-lease agreement before its expiry date and the Lessor agrees to extend for another 10 years from its expiry date specified in previous land-lease agreement, by cancelling the previous land-lease agreement and enter into the new land-lease agreement for 22 years starting from January 1, 2006 to December 31, 2027 and specify the new rental rate. When the lease agreement expires on December 31, 2027, the Lessor give the right to the Lessee in extending the agreement for another 10 years, 2 times, which rental rate and detail of lease agreement will be reconsidered according to the economic situation at that time. Such transaction is classified as item 2 according to Regulation of the Stock Exchange of Thailand, Re: Disclosure of Information or Other Acts of Listed Companies Concerning the Acquisition and Disposition of Assets, 2004. The basis for considering the volume of transactions is the total value of payments. The volume of transaction is 18.73 percent (calculation based on the consolidated financial statements of the Company and its subsidiaries as at September 30, 2005). 4. The details of acquisition assets 4.1 The new agreed rental amounts are as follows: Periods Rental per Rental per years Total month year Rental (Baht) (Baht) (Baht) 1. January 1, 2006 to December 31, 2007 2,000,000 24,000,000 2 48,000,000 2. January 1, 2008 to December 31, 2009 2,500,000 30,000,000 2 60,000,000 3. January 1, 2010 to December 31, 2011 3,000,000 36,000,000 2 72,000,000 4. January 1, 2012 to December 31, 2014 3,500,000 42,000,000 3 126,000,000 5. January 1, 2015 to December 31, 2017 4,000,000 48,000,000 3 144,000,000 6. January 1, 2018 to December 31, 2020 4,300,000 51,600,000 3 154,800,000 7. January 1, 2021 to December 31, 2023 4,500,000 54,000,000 3 162,000,000 8. January 1, 2024 to December 31, 2025 4,800,000 57,600,000 2 115,200,000 9. January 1, 2026 to December 31, 2027 5,000,000 60,000,000 2 120,000,000 Total 22 1,002,000,000 4.2 The new land-lease agreement has period for 22 years starting from January 1, 2006 to December 31, 2027 and identified the right in extending the agreement for another 10 years, 2 times, which rental rate and detail of lease agreement will be reconsidered according to the economic situation at that time. 4.3 When the lease agreement expires, the buildings and construction together with equipment and other component relate to Dusit Resort Pattaya will all belong to the Lessor. 5. The total value of the acquisition assets and condition of payment The Lessee agreed to pay rental through 22 years, totaling Baht 1,002 million, by paying in 3-month advance to the Lessor. The first payment is on the agreement date. 6. The basis used to determine the value of consideration The value of payment is calculated based on the rental payment through the lease agreement of 22 years. The volume of transaction is classified as item 2 according to Regulation of the Stock Exchange of Thailand, Re: Disclosure of Information or Other Acts of Listed Companies Concerning the Acquisition and Disposition of Assets, 2004. Total consideration value of payments = Amount to be paid/Total assets = 1,002,000,000/5,350,525,000 = 18.73% (Calculation based on the consolidated financial statements of the Company and its subsidiaries as at September 30, 2005.) The Company will prepare the circular letter and distribute to the shareholders within 14 days from the reporting date to the Stock Exchange of Thailand. 7. The benefit expected to be received from the said transactions The Company will have more stability in doing business, continuing make revenues from Dusit Resort Pattaya for 22 years and can plan to expand the business or increase its investment in order to have more revenues in future. 8. The sources of funds and repayment The Company uses its owned working capital. 9. The opinion of the audit committee and the board of directors concerning a decision to enter into a transaction The new land-lease agreement was considered by the Audit Committee of the Company, per the meeting No. 1/2006 on January 16, 2006. In addition, on January 16, 2006, the Board of Directors of the Company held a meeting No. 1/2006 and had approved the Company to do such transaction. The Board of Directors considered that Dusit Resort Pattaya has revenues at 16 percent of the consolidated revenues and net income at 44 percent of the consolidated net income in the consolidated financial statements of the Company and its subsidiaries (calculation based on the consolidated financial statements of the Company and its subsidiaries as at September 30, 2005). Moreover, the Company had highly invested in renovating at Dusit Resort Pattaya and has project to expand its business in future. In addition, the current land rental rate for area nearby Dusit Resort Pattaya has increased and will be continued to increase. The Company had carefully reviewed and considered the overall benefits that affect to the Company, then decided to extend the lease agreement before its expiry date and agreed to pay the new rental rate. The Company's ability to negotiate the extension of the lease agreement before its expiry date will enable the Company to have more stability in its business and know the rental cost up to year 2027. Therefore, the Company can plan the Hotel's management and Financial management more appropriately and efficiency. In addition, the Board of Directors of the Company commended that some topics of the new land-lease agreement for further negotiation with the Lessor, but gave the authorization to the Company's management to deal in order to have the new land-lease agreement comply with the consideration of the Company's board. When such matter was resolved, the Company then entered into such transaction on January 27, 2006.