Info. of the Acquisition of Dusit Thani Laguna Phuket

Translation 31 August 2010 Information Memorandum regarding the Acquisition of Assets of Dusit Thani Public Company Limited According to the Board of Directors' Meeting No. 7/2010 of Dusit Thani Public Company Limited (the "Company") held on 31 August 2010, the Board of Directors' Meeting has approved the purchase of business of Dusit Thani Laguna Phuket Hotel from Laguna Resort and Hotel Public Company Limited, Phuket Resort Development Company Limited, and Laguna Grand Company Limited, which composes of 33 Rai, 2 Ngan, 83.2 Square Wa of land, as well as 12 buildings, furniture and fixtures and equipments, in the price of 2,620 million baht (after including the transfer fee and tax of about 96 million baht, which the Company will be responsible for, the total value of consideration paid will be equaled to 2,716 million baht). In this regard, the Company will propose this transaction to the Extraordinary General Shareholders' Meeting No. 1/2553 to be held on 7 October 2010 for consideration and approval. In addition, the Company has a plan to transfer operational assets of Dusit Thani Laguna Phuket Hotel including other hotels in the Company's hotel portfolio (under consideration) in form of sale and/or lease to Property Fund which will be set up after it has obtained an approval for establishment from the office of the Securities and Exchange Commission ("the SEC"). The Company plans to invest by holding the shares in the Property Fund of not more than 1/3 of all the issued and offered shares of the Property Fund. Still, during the establishment of the Property Fund, short-term credits from financial institutions will be used in the payment of deposits. In case where the Property Fund cannot be established, the Company will consider applying for credits from financial institutions and/or raising funds through other sources in order to purchase of business of Dusit Thani Laguna Phuket Hotel. 1. Date, month and year on which the transaction occurs: The date for signing the agreements was set on 10 August 2010 and expected that the transfer in ownership and the registration of such transfer will be complete within November, or no later than December 2010. In this regard, the asset transfer and registration of the ownership will be conducted after the Extraordinary General Shareholders' meeting No. 1/2010 to be held on 7 October 2010 has considered and approved the above transactions. 2. The parties involved and their relationship with the listed company: Purchaser: Dusit Thani Public Company Limited Seller: Laguna Resort and Hotel Public Company Limited, Phuket Resort Development Company Limited and Laguna Grand Company Limited Relationship with the listed company: The Company has a relationship with Laguna Resort and Hotel Public Company Limited according to the report of the Stock Exchange of Thailand (the "SET) dated 10 May 2010. The Company held 0.75 percent of all the shares, but the Company has no controlling power and act only as the management under the Dusit Thani Laguna Phuket Hotel Management Agreements, and the Company is compensated in form of the management fee. 3. General Characteristics of the transactions: - Category of the transactions: The above transactions are considered as an acquisition and disposition of the assets of listed companies under the Notification of the Capital Market Supervisory Board No. TorJor. 20/2551 Re: Rules on Entering into Material Transactions Deemed as Acquisition or Disposal of Assets and 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 Acquisition and Disposition of Assets B.E. 2547 (2004). - Volume the transactions: According to the Company's consolidated financial statements as of 30 June 2010; The total value of consideration paid or received = 2,716,000,000 = 51.74% The value of assets of the listed company 5,249,181,000 This transaction is considered as a Class 1 transaction which has the size equivalent to 50 percents or more but lower than 100 percents. - The characteristics of the transactions: The Company purchases the hotel assets which compose of land and buildings including its Furniture, Fixture and Equipment, as indicated in 4. Details of the assets acquired of the business of Dusit Thani Laguna Phuket Hotel 4. Details of the assets acquired of the business of Dusit Thani Laguna Phuket Hotel Land and Buildings, which are situated at Srisoontorn Road, Cherngtalay, Talang, Phuket, composing of; (1) 6 pieces of land composing of the Title Deed No. 5917, 11956, 42109 and partial 5971 and 42110. These lands are separated in 2 pieces and compose the area of 33 Rai, 2 Ngan, 83.2 Square Wa. However, the sale will be made as wholesale and it can be assumed that the area of the land Title Deed No. 5917 and 42109 will be decreased because of ocean scouring. Thus the area after the measurement may appear to be less than indicated in the Title Deeds. In addition, 488.25 Square Wa of the lands has to be registered as servient property to Laguna Resort and Hotel Public Company Limited and Phuket Resort Development Company Limited. 99.75 Square Wa of the servient property is under the servitude of the use of walkway, 67.50 Square Wa is under the use of cars and 321 Square Wa is under the use for infrastructure system under the land. (2) The 12 buildings and facilities, as the followings; - A 3-storey hotel building with 226 hotel rooms and 6 restaurants - 1 Italian-restaurant building - 2 buildings of meeting and function rooms - 1 Thai-restaurant building - 2 buildings of souvenir shops - 3 recreational buildings and swimming pool - 2 buildings of spa and treatment rooms - Tennis courts (3) Furniture, Fixture and Equipment to be used for hotel operation of Dusit Thani Laguna Phuket 5. Total value of the consideration: The value of assets purchased will be paid in the price of about 2,716,000,000 in accordance with the following conditions; (1) The first payment, which is 10 percent of the value of the assets, in the amount of 262,000,000 Baht, to be paid within 5 working days from the signing date (2) The second payment, which is 89 percent of the value of the assets, in the amount of 2,331,800,000 Baht, to be paid within 11 October 2010 (3) The last payment, which is 1 percent of the value of the assets, in the amount of 26,200,000 Baht, to be paid on the date of transfer of ownership, which expected to be completed within November 2010, or no later than December 2010 In addition, the Company is responsible for the transaction costs in relation to the transfer of ownership, in the amount of about 96,000,000 Baht. 6. The value of assets acquired: The value of the assets acquired is equaled to 2,716,000,000 baht 7. The basis used to determine the value of consideration: Calculating by using the Discounted Cash Flow and not more than 10 percent of the Company appraisal value appraised by American Appraisal (Thailand) Company Limited, the independent appraiser who obtains approval from the Thai Valuers Association (TVA), Thai Valuers Association (TVA) and the Office of the SEC, excluding the expense in the transfers. 8. The profit expected to be generated: To maintain the hotel network in Phuket, which represents high potential for tourism industry, as well as to expand the business of the Company. Moreover, in case that the Company disposes and/or the leases of the assets to the Property Fund, including managing the same assets for the Property Fund, as well as holding the units in the Property Fund, the Company will obtain additional revenues from the dividend payment from Property Fund and Management fee while maintaining the appropriate working capital level of the Company which will be beneficial for the Company's future expansion of potential hotel investments in other areas of the country, and will reflect on the Company's overall performance in the future. 9. The sources of funds to be used: The Company plans to inject the assets into the Property Fund. During the establishment of the Property Fund, short-term credits from financial institutions will be used in the payment of deposits. In case where the Property Fund cannot be established, the Company will consider employing the credit facilities from financial institutions or raising funds through other means.. 10. Conditions of entering into the transactions: The purchase of business of Dusit Thani Laguna Phuket Hotel is considered as Class 1 transaction under 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 Acquisition and Disposition of Assets B.E. 2547 (2004). In this regard, the Company is required to disclose the transactions to the SET and to seek for an approval from the Company's shareholder's meeting before entering into such transactions with the voting no less than 3/4 of the total voting rights for eligible shareholders who attend the meeting excluding those who have vested interest. In addition, so as to enter into the acquisition of asset or business from other entities in accordance with the Section 107 under the Public Company Act B.E. 2535 ("Public Company Act"), in lieu of Section 107 of Public Company Act, the Company is required to obtain the approval from shareholders with the voting no less than 3/4 of total voting rights of eligible shareholders who attend the meeting. In this regard, the Company is required to determine the date for shareholders' meeting, appoint an independent financial advisor to render opinions about the transactions regarding the acquisition and disposition of the assets, send the notice of the shareholders' meeting, as well as other related documents to the office of the SEC, the SET, for SEC's consideration of information memorandum adequacy, at least 5 working days before sending the same to the shareholders of the Company, and send the notice of the meeting and other related documents which have been approved by the Office of SEC and the SET to the shareholders' of the Company not less than 14 days before the meeting. 11. Opinions of the Board of Directors concerning a decision to enter into a transaction: The Board of Directors and the Company's Audit Committee have considered and deemed appropriate to enter into the transaction because they are significant factors in the successful expansion of the Company's business in the future. Therefore, the Board of Directors and the Company's Audit Committee approved the Company to enter the transaction 12. Opinions of the company's Audit Committee and/or directors which are different from the opinions of the Board of Directors under 11.: -None-.