The Acquisition and Disposition of the Assets and EGM 1/2010

Translation CSO 046/2010 31 August 2010 Subject: Notification of the Resolutions of the Board of Directors' Meeting of the Company No. 7/2010 in relation to the Acquisition and Disposition of Assets of the Company and the Determination of the Date for the Extraordinary General Meeting of the Shareholders No. 1/2010 To: The President of the Stock Exchange of Thailand Enclosure: Information of Memorandum regarding the Acquisition of Assets of the Company As Dusit Thani Public Company Limited (the "Company") held the Board of Directors' Meeting No. 7/2010 on 31 August 2010, the Company would like to inform the important resolutions and opinions of the Board of Directors' Meeting as follows: 1. Approved the sponsorship of the establishment of a property fund and authorize of the Executive Committee and/or Mr. Chanin Donavanik and/or Mrs. Sinee Thienprasiddhi and/or any person entrusted by the Executive Committee and/or Mr.Chanin Donavanik and/or Mrs. Sinee Thienprasiddhi to have the power to contact, negotiate and coordinate with the relevant asset management company in specifying the details on the property fund, the appointment of the trustee and/or the registrar and/or the underwriter(s) and/or advisor(s) and other relevant person(s), including but not limited to determination of the type of property fund, determination of the assets, the asset prices, the rights over the assets, the fund capital, offering price per unit, rate of return, offering methods and offering period, income guarantee and rate of income guarantee of the property fund, the issuance and offer of investment units upon an appropriate time and situation; and to have the power to amend, agree, execute, and deliver relevant documents and/or agreements with the counter parties and/or persons relevant to the establishment of the property fund, including contacting, and seeking approval from relevant authorities, including the Office of the Securities and Exchange Commission (the "Office of the SEC") and the Stock Exchange of Thailand (the "SET"), as well as amending the relevant information memorandum to be disclosed, disclosing relevant information, making statement and information to the relevant authorities, and taking any action necessary and relevant to the abovementioned actions until completion by complying with the relevant rules and procedures as prescribed in the relevant notifications of the Securities and Exchange Commission, The Office of the SEC and the notifications of the SET, including having the power to appoint and/or remove any substitute to take the foregoing actions. 2. Approved the cancellation of the resolution of the Board of Directors' Meeting No. 4/2010 which was held on 5 August 2010 regarding the approval to the Company to purchase business of Dusit Thani Laguna Phuket Hotel from Laguna Resorts & Hotels Public Company Limited, Phuket Resort Development Limited and Laguna Grand Limited; and approved the cancellation of the Information Memorandum under Schedule (1) of the Notification of the Capital Market Supervisory Board No. Tor Chor. 20/2551 Re: Rules on Entering into Material Transactions Deemed as Acquisition or Disposition 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) (the "Acquisition and Disposition Notification"), in relation to the purchase of business of Dusit Thani Laguna Phuket Hotel, which was submitted to the SET on 10 August 2010 and 11 August 2010, respectively; and the cancellation of the submission of the Information Memorandum under Schedule (2) of the Acquisition and Disposition Notification, which the company was required to send to the shareholders by 31 August 2010, as on 13 August 2010, the Board of the Directors'Meeting No. 6/2010 had approved the Company's financial statements of the second quarter, and the said financial statements as of 30 June 2010 indicated that the Company's total value of assets has decreased to Baht 5,249 million which after calculating the value of the transaction of the acquisition of the business of Dusit Thani Laguna Phuket Hotel, it will be equal to 51.74 percent of the Company's total value of assets as of 30 June 2010. Therefore, the Executive Committee and the Financial Advisor view that, for transparency for entering into the transactions, the Company should propose the matter relating to the purchase of the business of the Dusit Thani Laguna Phuket to the Board of the Directors' Meeting for considerationagain in order to further propose such matter to the shareholders' meeting to consider and approve the transactions. Therefore, the Board of Directors' meeting considered and agreed that the Company may acquire Dusit Thani Laguna Phuket Hotel which composes of 33 Rai 2 Ngan 83.2 Square Wah of land, as well as 12 buildings and furniture, fixtures and equipment at the price of Baht 2,620 million with the transfer fee and relevant taxes approximately Baht 96 million, totaling approximately Baht 2,716 million, as indicated in the attached Information Memorandum; and ratified the entering into and the performance under any agreement in relation to the purchase of the business of Dusit Thani Laguna Phuket Hotel which the Company has already carried out. In this regard, the Company plans to transfer the assets used in the operation of Dusit Thani Laguna Phuket to the property fund to be established, and the Company will invest by holding the investment units in the property fund in the amount of not more than 1/3 of the total issued and offered for sale investment units of the property fund. Pending the establishment of the property fund, the Company may have to seek for short-term loan(s) from financial institutions for the installment payment for the value of Dusit Thani Laguna Phuket in aggregate 99 percent of the total consideration - the first payment of 10 percent was paid on 19 August 2010 and the second payment of 89 percent will be made on 11 October 2010. Nonetheless, if there will be no establishment of the property fund, the Company will consider seeking for long-term facility from financial institutions and/or raising funds by other means to purchase the business of Dusit Thani Laguna Phuket Hotel. In addition, the above transaction is considered as a purchase of the business of other companies by the Company according to Section 107 of the Public Limited Companies Act B.E. 2535 (1992) (the "Public Limited Companies Act") and considered as Class 1 transactions according to the Acquisition and Disposition Notification. The transaction has the value of 51.74 percent of the Company's total value of assets, when calculating from the Company's financial statements as of 30 June 2010. Therefore, pursuant to Section 107 of the Public Limited Companies Act and the Acquisition and Disposition Notification, the Company is required to convene a shareholders' meeting of the Company to seek an approval for entering into such transaction without delay. In this connection, the Company is required to obtain an approval from the shareholders' meeting for entering the transaction by the votes of not less than three-fourths of the total number of votes of the shareholders attending the meeting and having the right to vote, excluding the votes of the shareholders who have interest. In this regard, the Company is also required to appoint an independent financial advisor to render opinions relating to such transactions whether it is reasonable and beneficial to the Company or not, including to render opinions relating to fairness of price and conditions of the transactions to present the same to the Company's shareholders for consideration. In addition, the Board of Directors' meeting is deemed appropriate to appoint the Executive Committee and/or Mr. Chanin Donavanik and/or Mrs. Sinee Thienprasiddhi and/or any person entrusted by the Executive Committee and/or Mr.Chanin Donavanik and/or Mrs. Sinee Thienprasiddhi to have the power to contact,negotiate, amend, agree, execute and deliver relevant documents and/or agreements with the counter parties and/or related persons relating to the purchase of business of the Dusit Thani Laguna Phuket Hotel, including but not limited to contacting, seeking an approval from relevant authorities, including the Office of SEC and the SET, as well as amending the information memorandum to be disclosed, disclosing relevant information, making statement and information to relevant authorities, and determining conditions and relevant details in relation to the purchase of the business of Dusit Thani Laguna Phuket Hotel, including applying for loans and/or credit facilities from financial institutions and/or raising funds by other means, the acceptance of the employee transfer of, as well as other actions relevant and necessary to the transaction until completion, including to have the power to appoint and/or remove any substitute to take the foregoing actions. In this regard, the Board of Director's meeting deemed appropriate to propose the this matter to the Company's shareholders' meeting for an approval, whereby it shall be approved by the shareholders' meeting with the votes of not less than three-fourths of the total number of votes of the shareholders attending the meeting and having the right to vote, excluding the votes of the shareholders who have interest. 3. Agreed in principal in the matters relating to the sponsorship of the establishment of the property fund as follows: 3.1 Agreed in principal for the Company to dispose the assets used in the operation of the Company and/or subsidiaries of the Company to the property fund to be established and agreed in principal for the Company to invest in the property fund to be established. After the Office of the SEC has approved the establishment of the property fund, the Company will invest by holding the investment units in the property fund of not more than 1/3 of all of the issued and offered investment units of the property fund to be established. 3.2 Agreed in principal for the Company to establish a subsidiary as a special purpose vehicle ("SPV") when appropriate to operate the hotel business to support the management of the property fund's assets to be established. The Company plans to hold not less than 99.99 percent of the total shares of the SPV. The SPV will lease and/or sub-lease assets (as the case may be) from the property fund to be established. In the establishment of the property fund, . the Company will sell assets of the Company and/or its subsidiaries will sell and/or lease out their assets to the property fund to be established. And, after the sale and/or lease out of the said assets, the SPV will lease and/or sub-lease the said assets (as the case may be) from the property fund to be established. In this regard, the Company will guarantee the performance of the SPV under the lease and/or sub-lease agreements between the SPV and the property fund to be established, whereby the Company will become a party to the undertaking agreement with the property fund to be established. The Company will also grant loan to the SPV to use as the working capital for the operation of the SPV during the starting up of the business operation, and the Company will provide hotel management service to the SPV, whereby the Company will become a party to the hotel management agreement with the SPV. In this regard, in order for the Board of Directors' Meeting to consider the details in the matters relating to the sponsorship of the establishment of the property fund, the Board of Director's Meeting is deemed appropriate to authorize the Executive Committee and/or Mr. Chanin Donavanik and/or Mrs. Sinee Thienprasiddhi and/or any person entrusted by the Executive Committee and/or Mr. Chanin Donavanik and/or Mrs. Sinee Thienprasiddhi to consider and study the possibility with asset management company, advisor team and/or other relevant person (s) regarding the determination of assets and price of assets of the Company and/or the subsidiaries of the Company to be transferred of ownership and/or transferred of rights and/or leased out to the property fund to be established, including the consideration of the details with respect to the investment in the property fund to be established, the establishment of the abovementioned SPV to be established as a special purpose vehicle, and the determination of the conditions and relevant details in relation to the said transactions, and the preparation of and the amendment to the information to be disclosed, the disclosure of relevant information, the making of statement and information to relevant authorities, as well as taking other actions that are necessary and relevant to the abovementioned transactions until completion, including to have the power to appoint and/or remove any substitute to take the foregoing actions. 4. Approved the appointment of JayDee Partners Limited, which is a financial advisor approved by the Office of the SEC, to be the independent financial advisor of the Company to render its opinion to the shareholders as supporting information for their voting consideration in respect of entering into transactions of acquisition and disposition of assets. 5. Approved the calling for the Extraordinary General Meeting of the Shareholders No.1/2010 to be held on 7 October 2010 at 10.00 a.m. at Dusit Thani Hall, Dusit Thani Hotel, No. 946 Rama IV Road, Khwaeng Silom, Khet Bangrak, Bangkok, whereby the date on which the recorded shareholders have the right to attend the Extraordinary General Meeting of the Shareholders No. 1/2010 is determined on 15 September 2010 (Record Date), and the closing date of the Share Register Book to suspend the share transfer which is compiled under Section 225 of the Securities and Exchange Act B.E. 2535 (1992) is determined on 16 September 2010, to consider the following agenda: Agenda 1 To consider and adopt the Minutes of the Annual General Meeting of the Shareholders No. 17/2010 Agenda 2 To consider and approve the Company to acquire the business of Dusit Thani Laguna Phuket Hotel Agenda 3 To consider and approve the acquisition and/or disposition of the assets of the Company and/or the subsidiaries of the Company Agenda 4 Other matters (if any) In addition, the Meeting also deemed appropriate to authorize . Mr.Chanin Donavanik, and/or Mrs. Sinee Thienprasiddhi and/or any person entrusted by Mr. Chanin Donavanik and/or Mrs. Sinee Thienprasiddhi to have the power under the limitation of law to amend and/or determine the date, time and agenda of the above shareholders' meeting. Please be informed that the Company will submit the invitation calling for the shareholders' meeting to the Office of the SEC for consideration of the adequacy of the information at least 5 business days prior to sending the same to the shareholders. In this regard, the Company will send the said invitation to the shareholders at least 14 days prior to the date of the shareholders' meeting. Please be informed accordingly. Yours faithfully, (Mrs. Sinee Thienprasiddhi) Company Secretary