U CITY PCL A leading, geographically diversified, integrated property - - PowerPoint PPT Presentation

U CITY PCL

“A leading, geographically diversified, integrated property developer and investor, capturing Thailand’s redefining infrastructure landscape” APRIL 2018

Prepared by Investor Relations Department

U CITY PCL

Address: U City Public Company Limited IR Department 20th Floor, TST Tower, 21 Soi Choei Phuang, Viphavadi-Rangsit Rd. Chomphon, Chatuchak, Bangkok, Thailand 10900 Telephone: +66(0) 2273 8838 #2301 Fax: +66(0) 2273 8858 Email: ir@ucity.co.th Website: www.ucity.co.th

This document has been prepared and distributed by the Investor Relations Department of U City Public Company Limited (“U City”) solely for information purposes. It does not represent or constitute an offer, invitation, recommendation or solicitation to trade shares in U City and should not be relied on as such. Some of the information in this document has not been independently verified, and also includes information made available from public sources and

• ther third party opinion or analyst. U City does not monitor or control the content of third party opinion or statements and does not endorse or accept any

responsibility for the content or the use of any such opinion or statements. Thus, U City assumes no responsibility and makes no representations with respect to the accuracy and/or completeness of the information described herein. None of U City or any of its agents, or all of their respective affiliates, or representatives shall have any liability (in negligence or otherwise) for any loss howsoever arising from any use of this document or its contents or otherwise arising in connection with this document. All information contained in this document is presented as of the date indicated within, and U City assumes no duty to confirm, revise or update the information. Certain statements in this document may be deemed to contain forward-looking statements, including the statements included or incorporated with the words "believe", "anticipate", "estimate", "target", or "hope", or that otherwise relate to objectives, strategies, plans, intentions, beliefs or expectations or that have been constructed as statements as to future performance or events. These forward-looking statements are not guarantees of future performance and involve risks and uncertainties that could cause actual results to differ materially from historical results or those anticipated at the time the forward-looking statements are made. Thus, U City assumes no responsibility and makes no representations with respect to the accuracy and/or completeness of the forward- looking statements. U City undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

DISCLAIMER IR CONTACT

2

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U CITY PCL

CONTENTS

3 Section 1 U City in Brief Section 2 Business Profile Section 2.1 Recurring Income Property Business Hospitality Office Section 2.2 Residential Property Business Section 2.3 Land Bank Section 3 Financial Summary Section 4 Future Projects Appendices

Prepared by Investor Relations Department

U CITY PCL

KEY INVESTMENT FEATURES

Following Entire Business Transfer (EBT) of Unicorn Enterprises Limited (UE)

4

Section 1: U City in Brief

A burgeoning property investment and development company with the 2nd highest number of keys in Thailand that includes:

• Geographically diversified hotels in major tourism markets that are rapidly

growing under brands exuding an Asian and European flair

• Two dynamic and enterprising hotel management platforms that are

mutually complementary, offering strategic flexibility and a springboard for global expansion

An integrated property investment strategy that is expected to grow revenues at a CAGR of 20% over the next 5 years by:

• Combing long-term, diversified, yield accretive recurring income assets

that are segmentally diversified against business cycles and are amplified by a shorter turnaround condominium development for sales business that are predominantly along current and future mass transit lines

• Benefitting from BTS Group’s strategic partnership as the largest single

shareholder and pre-eminent operator of mass transit lines in Thailand

• Utilising land bank that is anchored on an extraordinary period of mass

transit expansion in Thailand to benefit from ‘mass transit premium’ value catalyst

Sustainable expansion with planned gross development value of THB 87.4bn (USD 2.7bn)1 facilitated by:

• Solid balance sheet, allowing for opportunistic acquisitions with the
• pportunity to securitise asset portfolio for capital recycling and fee-based

income from managing property funds/REITS

1Exchange rate at THB 31.21 per USD as of 19 Mar 2017

67%

Land Bank Value Located Near Currently Operating and Future Mass Transit Lines

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U CITY PCL

KEY MILESTONES

5

Section 1: U City in Brief

1999 - 2013 1993

Listed on the SET Rehabilitation

1988

Company founded

2015

• BTS Group

became a major shareholder (35.64%)

• Name changed

to “U City Public Company Limited”

2016

First geographic expansion into Europe by acquiring 33 Gracechurch, an

• ffice building in

London, UK

2017

Acquired a hotel portfolio, comprising of 24 pan-European hotels, and a hotel management platform

2018

Becoming a leading property investor after consolidating with the lion’s share of BTS Group’s property business under Unicorn Enterprises (UE), which includes a portfolio of hotels, hotel management platform, land bank and residential projects under BTS-Sansiri joint ventures

Prepared by Investor Relations Department

U CITY PCL

• TST Tower

THAILAND

• U Sathorn
• U Inchantree Karnchanaburi
• Eastin Thana City Golf

Resort Bangkok

• International School
• Absolute Hotel Services
• Thana City Golf & Sports Club
• Tanayong Property Management

Hotel (7%) Office (6%) Services (2%) Under Development (13%) Land Bank (17%)

• Ratburana
• Khao Yai, Pakchong,

Nakorn Ratchasima

• 21 BTS-SANSIRI JV

Companies Residential (55%)

UNICORN ENTERPRISES TRANSACTION

Overview of Assets Acquired and Divested

6

THAILAND

• Eastin Grand Sathorn
• 33 Gracechurch St. UK
• 6-14 Underwood St. UK

INTERNATIONAL

• 24 hotels under Vienna

House & Vienna House Easy

• Vienna International Hotel

Management Hotel Office Service

• The Unicorn
• Mo Chit

Complex

• Roi Chak

Sam Developing Land Bank

• Sukhumvit
• Suksawad
• Khukot –
• Bang

Krachao Divestment HOTEL

• Anantara Chiang Mai
• Avani Khon Kaen

RESIDENTIAL

• Park Ramindra
• Park Arun Boulevard
• Anantara Serviced

Suite LAND BANK

• Nakorn Ratchasrima
• Charansanitwong
• Chonburi

100% 35.64%

Selected Assets

Section 1: U City in Brief

Approximate Transaction Value THB 12,917mn Agreed Divestment Value THB 4,140mn

• U Chiang Mai

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U CITY PCL

THB 32.3bn THB 4,453mn

BUSINESS OVERVIEW

Hospitality Focused Portfolio at the Start of a Multi-Year Earnings Expansion Period

7

FY 2017 REVENUE CONTRIBUTION

Office THB 162mn 3.6% Others THB 423mn 9.5% Hospitality THB 3,868mn 86.9%

DECEMBER 2017 BOOK VALUE BREAKDOWN

Office THB 3.4bn 10.5% Hospitality THB 18.4bn 57.0% Land bank THB 10.0bn 30.9%

RECURRING INCOME PROPERTY RESIDENTIAL PROPERTY LANDBANK

Hospitality 92 Hotels totaling over 19,200 keys includes a portfolio of

• wned, leased and managed hotels in

Europe and Asia. Office 27,800 sqm of lettable space comprising of 2 office buildings in London, UK and 1 office building in Bangkok, Thailand. We own a 50% stake in the BTS- Sansiri JV, which develops condominiums near mass transit lines and has currently a presold condominium backlog of THB 26.1bn Our land bank totals THB 7.4bn or 766.1 Rai or 1.23mn sqm of land, which is sufficient for

• ver 5 years of development. 67% of land bank value is located adjacent to future or current

mass transit lines and is therefore well-positioned to benefit from the ‘mass transit premium’

806 1,027 3,868 2015 2016 2017 63 162 2015 2016 2017 159 2015 2016 2017

Operating Revenue (THB mn) Operating Revenue (THB mn) Section 1: U City in Brief Residential THB 0.5bn 1.6%

Note: the charts above are not adjusted for UE transaction

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U CITY PCL

Formerly operating solely in Thailand, in 2017 we expanded internationally with a presence in 12 European countries and 5 Asian and Middle Eastern countries with assets spanning from hotels across various ownership models to office buildings. In March 2018, we acquired the majority of BTS’ property business, thereby taking U City’s presence to 92 hotels with more than 19,200 keys owned, leased or managed, 3 office buildings and business interests spanning 17 countries globally Total of 41 hotels with 7,912 keys and 11,700 sqm in office space Total of 51 hotels with 11,332 Keys and 16,100 sqm in office space

PRESENCE IN 5 ASIAN & MIDDLE EASTERN COUNTRIES* PRESENCE IN 12 EUROPEAN COUNTRIES

• Austria
• Belarus
• Czech Republic
• France
• Germany
• Liechtenstein
• Poland
• Romania
• Russia
• Slovakia
• Turkey
• United Kingdom
• Thailand
• Vietnam
• Indonesia
• India
• Oman

DOMESTIC AND INTERNATIONAL PROPERTY PORTFOLIO

8

28%

Of operating revenue from Thailand*

72%

• f operating revenue from Overseas*

Section 1: U City in Brief

* Based on FY 2017 total revenue

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U CITY PCL

2,620 176 1,204 1,380 FY 2017 Hospitality Office Alternatives Residential FY 2022

STRATEGY AND 5-YEAR TARGET

Poised to Emerge as Thailand’s Leading International Property Investor

5 PILLARS OF SUSTAINABLE VALUE ACCRETION

FY 2017 FY 2022 Operating Revenue Recurring Net Profit

Operating Revenue 20% CAGR Recurring Net Profit 15% Margin*

Key Growth Drivers Hospitality From 8,648 Keys Operating to 19,244 Owned hotels revenue 5% CAGR Office Full-year effect of acquisitions and rent reversion Alternatives Share of profit from international school, The Unicorn mixed-use building Residential Future gross development value of THB 72bn of 12 condominium projects CAPEX / Investment 5-year aggregate of THB 14.6bn

5-YEAR TARGET – Operating Revenue of THB 9,400mn, Recurring Net Profit of 1,360mn

Operating Revenue Development (Growth 2017 - 2022) Section 1: U City in Brief

* Note: revenue includes share of profit in BTS-Siri JV, Keystone JV and Property management services revenue

9,400

4,030

• 2. EFFICIENT USE OF

CAPITAL

• Recycle capital for future

investment.

• Potential for fee-based

income.

• 3. SUSTAINABILITY
• Respond to changes in

consumer lifestyles, including digital disruption

• Environmental awareness
• Benefit to communities
• Enterprise Value/Return To

Shareholders

• 4. PARTNERSHIPS
• Access to expertise and

new business

• pportunities
• Reduce development and

investment risk

• Increase

long-term firm value and synergies

• 1. INVESTMENT
• Diversified portfolio
• Grow through project

development and acquisition

• Enhance value through

prudent management and value engineering

• Maximize synergy
• 5. MASS TRANSIT

LINK

• To benefit from the

‘mass transit premium’

9 4,030 9,410 72% Overseas 28% Thailand 59% Overseas 41% Thailand

1,360

(127)

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U CITY PCL

CONTENTS

10

Section 1 U City in Brief Section 2 Business Profile Section 2.1 Recurring lncome Property Business Hospitality Office Section 2.2 Residential Property Business Section 2.3 Land Bank Section 3 Financial Summary Section 4 Future Projects Appendices

Prepared by Investor Relations Department

U CITY PCL

Vietnam 5,911 30.7% Germany 3,517 18.3%

RECURRING INCOME PROPERTY BUSINESS – HOSPITALITY

Hotel Portfolio Snapshot

11

NUMBER OF HOTELS AND KEYS* FY 2017 REVENUE BREAKDOWN BY TYPE (THB mn)*

THB 4,114mn

Managed hotels THB 400mn 9.7% Owned hotels THB 2,789mn 67.8% Leased hotels THB 925mn 22.5%

Number of hotels Owned Leased Managed Total Overseas 18 10 39 67 Thailand 4 2 19 25 Total 22 12 58 92 Number of keys Owned Leased Managed Total Overseas 2,881 2,378 9,979 15,238 Thailand 1,052 127 2,827 4,006 Total 3,933 2,505 12,806 19,244

GEOGRAPHICAL BREAKDOWN BY KEYS HOTEL BREAKDOWN BY STAR RATING

3-Stars 35 Hotels 38.0% 5-Stars 33 Hotels 35.9% 4-Stars 24 Hotels 26.1%

92 Hotels

Section 2.1: Recurring Income Property Business – Hospitality

* Upon completion of EBT of UE

Keys 19,244

Note: upon completion of EBT of UE Note: Figures above are based on management accounts which haven’t been subject to eliminations and adjustments

Thailand 4,006 20.8% Czech Republic 1,121 5.8% Poland 1,214 6.3% Others 3,475 18.1%

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U CITY PCL

OWNED HOTELS

A Geographically Diversified Hotel Portfolio

12

18 Owned hotels overseas 4 Owned hotels in Thailand

2,869 3,026 2,891 2,261 2,363 2,119 78.8% 78.0% 72.9% 2015 2016 2017 ADR RevPAR Occupancy (%)

OWNED HOTEL REVENUE (THB mn) OWNED HOTEL PERFORMANCE (THB)

Section 2.1: Recurring Income Property Business – Hospitality

Owned hotels includes freehold and finance leased hotels Note: Vienna House was acquired on 31 May 2017 EUR:THB: 39.20, 37.72, 38.87 for 2015, 2016, 2017 respectively Note: Figures above are based on management accounts which haven’t been subject to eliminations and adjustments 1,632 806 1,027 1,168 806 1,027 2,800 31.7% 32.7% 39.0%

• 5.0%

5.0% 15.0% 25.0% 35.0% 45.0% (500) 500 1,500 2,500 3,500 4,500

2015 2016 2017

Overseas Thailand GOP margin

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U CITY PCL

LEASED HOTELS

Capital-Efficient Growth Engine for European Hotels

13 924 2015 2016 2017 Overseas Thailand 3,410 3,244 3,503 2,544 2,327 2,801 74.6% 71.2% 86.1% 2015 2016 2017 ADR RevPAR Occupancy (%)

LEASED HOTEL REVENUE (THB mn) LEASED HOTEL PERFORMANCE (THB)

10 Leased hotels overseas 2 Leased hotels in Thailand

Section 2.1: Recurring Income Property Business – Hospitality

Note: Vienna House was acquired on 31 May 2017 EUR:THB: 39.20, 37.72, 38.87 for 2015, 2016, 2017 respectively

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U CITY PCL

MANAGED HOTELS

Growth Engine that Benefits from Economies of Scale

14 925 2015 2016 2017 Overseas Thailand

MANAGED HOTEL REVENUE (THB mn) FY 2017 REVENUE BREAKDOWN

39 Managed hotels overseas 19 Managed hotels in Thailand

Note: upon completion of EBT of UE

Management Fee 58.7% Technical Services 2.7% Others 38.5%

Section 2.1: Recurring Income Property Business – Hospitality

Note: Vienna House was acquired on 31 May 2017 EUR:THB: 39.20, 37.72, 38.87 for 2015, 2016, 2017 respectively

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U CITY PCL

HOTEL MANAGEMENT PLATFORMS

Strategic Expansion Flexibility Through a Diverse Spectrum of Brands

15

Section 2.1: Recurring Income Property Business – Hospitality SOPHISTICATED BOUTIQUE Breakfast whenever wherever 24-hour use of room AFFORDABLE LUXURY Value for all occasions BUDGET, COMFORT Consistent 6/12/24 hour stay rates MIDSCALE HOTELS Essentials Functional Communal VALUE, CONSISTENT, FLEXIBLE Value for all occasions CHIC & RELAXED Upscale Individual and modern Design LIFESTYLE - THE LOCAL HOST Smart and Casual Design BECAUSE EVERY ADVENTURE STARTS AT A BASECAMP Easy Living Vibrant/Cool 4,038 Keys 2,815 Keys 2,594 Keys 3,344 Keys 430 Keys 1,790 Keys 3,254 Keys 607 Keys

U Hotels & Resorts Eastin Grand Hotels U Hotels & Eastin Hotels & Residences Eastin Easy Travelodge Eastin Hotels & Residences

Upscale Affordable Affordable Midscale Upscale Vienna House (VH) Absolute Hotel Services (AHS)

LODZ BERLIN LODZ DRESDEN CRACOW

Section 2.1: Recurring Income Property Business – Hospitality

WUPPERTAL BERLIN LIMBRG LANDSBERG

Section 2.1: Recurring Income Property Business – Hospitality

Section 2.1: Recurring Income Property Business – Hospitality

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Section 2.1: Recurring Income Property Business – Hospitality

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Section 2.1: Recurring Income Property Business – Hospitality

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Section 2.1: Recurring Income Property Business – Hospitality

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Section 2.1: Recurring Income Property Business – Hospitality

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UPCOMING HOTEL OPENINGS

A Further 1,415 Signed Keys to be Operational by 2021

24

LEIPZIG 206 KEYS KRONBERG 96 KEYS WARSAW 164 KEYS RAUNHEIM (FRANKFURT) 180 KEYS MUNICH 607 KEYS VADUZ (LIECHTENSTEIN) 162 KEYS

Section 2.1: Recurring Income Property Business – Hospitality

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U CITY PCL

BUSINESS UPDATES

Additional Destinations that Vienna House is Currently in Negotiations to Expand to

25

13

New Operating Lease Hotels

2,521

Additional Keys

10

New Destinations

DUBAI VIENNA GLIWICE HAVANNA RIGA DÜSSELDORF HAMBURG BUDAPEST COPENHAGEN

Section 2.1: Recurring Income Property Business – Hospitality

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U CITY PCL

FUTURE BANGKOK HOTEL SUPPLY BY SEGMENTS THAI BAHT PERFORMANCE TO MAJOR CURRENCIES INTERNATIONAL TOURIST ARRIVALS BANGKOK HOTEL PERFORMANCE METRICS

19.2 22.4 26.5 24.8 29.9 32.6 35.4 2011 2012 2013 2014 2015 2016 2017 Source: Department of Tourism, Ministry of Sports and Tourism 2,993 3,019 3,231 3,152 3,287 3,400 3,432 1,901 2,131 2,404 1,951 2,475 2,635 2,708 63.5% 70.6% 74.4% 61.9% 75.3% 77.5% 78.9% 2011 2012 2013 2014 2015 2016 2017 ADR RevPAR Occupancy Source: CBRE 31,628 34,850 37,961 40,177 41,783 42,456 44,732 49,287 50,059 47.3% 45.0% 45.6% 44.9% 44.5% 43.3% 42.2% 42.0% 42.0%

• 10,000

20,000 30,000 40,000 50,000 60,000 70,000 2011 2012 2013 2014 2015 2016 2017 2018F 2019F Economy Mid-Range First-Class Luxury Mid-Range Market Share

Keys

Source: CBRE 0.15 0.16 0.17 0.18 0.19 0.20 0.21 0.22 0.23 0.020 0.022 0.024 0.026 0.028 0.030 0.032 0.034 0.036 Jan-12 Jan-13 Jan-14 Jan-15 Jan-16 Jan-17 Jan-18 THBUSD THBEUR THBCNY (RHS) Source: Bloomberg

THAI HOSPITALITY INDUSTRY OVERVIEW

A Buoyant and Resilient Tourism Market

26

Section 2.1: Recurring Income Property Business – Hospitality

Millions of persons In THB

Prepared by Investor Relations Department

U CITY PCL

1,127 1,174 1,214 1,251 1,302 1,356 1,402 1,494 2,311 2010 2011 2012 2013 2014 2015 2016 2017 2028F 646 672 693 705 743 786 807 882 1,408 2010 2011 2012 2013 2014 2015 2016 2017 2028F 994 1,040 1,088 1,134 1,184 1,235 1,322 2011 2012 2013 2014 2015 2016 2017

GLOBAL HOSPITALITY INDUSTRY OVERVIEW

Consistent Multi-Year Growth

27

GLOBAL INTERNATIONAL TOURIST ARRIVALS GLOBAL FOREIGN VISITOR EXPORTS GLOBAL CAPITAL INVESTMENT IN TRAVEL & TOURISM TOURISM TOTAL CONTRIBUTION TO GLOBAL GDP

Source: UNWTO Source: World Travel & Tourism Council Source: World Travel & Tourism Council Source: World Travel & Tourism Council

Section 2.1: Recurring Income Property Business – Hospitality

Millions of persons USD Billion USD Billion

10.2% 10.4% 10.5% 11.7% 2016 2017 2018F 2028F

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U CITY PCL

FY 2017 EBITDA BREAKDOWN BY BUILDING

RECURRING INCOME PROPERTY BUSINESS – OFFICE

Office Portfolio Snapshot

28

Office Building Net Floor Area (sqm) Occupancy Gracechurch Street (London) 8,923 100% Underwood Street (London) 2,731 100% TST Tower (Bangkok)* 16,128 97% Total/Weighted Average 27,782 98% Located in London - a leading destination for real estate investment, our properties benefit from favourable local market demand/supply dynamics and subject to shareholder’s approval, will add another office building to the portfolio

THB 162mn

Underwood Street THB 6mn 3.9% Gracechurch Street THB 156mn 96.1%

FY 2017 REVENUE BREAKDOWN BY BUILDING

Underwood Street THB (23)mn (401.1)% Gracechurch Street THB 166mn 124.9% Section 2.1: Recurring Income Property Business – Office

* Upon completion of EBT of UE

THB 93mn

Note: Underwood Street was acquired on 15 Jun 2017

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U CITY PCL

Property Details

Location Situated within the heart of the City of London, fronting the western side of Gracechurch Street, one

• f the City’s main thoroughfares, and benefits from

close walking distances to underground stations Bank and Monument Ownership 145-year lease expiring on 18 Jan 2162 Head Rent 5% of the gross rental income Building Specifications

• Comprehensively refurbished and extended in

2007

• NFA: 9,701 sqm

Lettable Area

• Office: 7,125 sqm
• Retail: 1,798 sqm
• Storage: 778 sqm (unlet)

Tenants

• 7 tenants
• Average unexpired lease term of 7.90 years

(with 4.36 years to the breaks) NOI*

• Expected annual GBP 4.0mn (THB 174.0mn)1
• Average
• f

approx. GBP 400/sqm (THB 18,700/sqm)1

Investment Details

Capital Invested Purchase Price of GBP 74.3mn plus Acquisition Cost

• f GBP 1.8mn (Total THB 3,518 mn)1

Capital Value/sq.m. GBP 7,845/sqm (THB 362,654/sqm)1

* Net rental income after deducting head rent to landlord

1Exchange rate at THB 46.23 per GBP as of 8 Sep 2016 (acquisition date)

3-min Walk to Bank and Monument Underground Station

33 GRACECHURCH STREET, LONDON

29

Section 2.1: Recurring Income Property Business – Office

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U CITY PCL

Property Details

Location Situated within the heart of the tech city area of London and is less than 650 meters from Old Street Roundabout, known as ‘Silicon Roundabout’ due to the increasing number of technology, media and telecommunications companies choosing to relocate to the area. The property also benefits from excellent transport links (Underground, rail and bus services) Ownership 38-year lease expiring in 25 Dec 2055 Head Rent GBP 111,250 per annum Building Specifications

• Comprises
• f

three attractive Victorian warehouse buildings

• NFA: 2,731 sqm over basement, ground and

three upper floors. Tenants

• None (under renovation)

NOI*

• Expected annually: GBP 1.2 mn (THB 52.0mn)1
• Average
• f

approx. GBP 480/sqm (THB 20,880/sqm)1

* Net rental income after deducting head rent to landlord

1Exchange rate at THB 43.30 per GBP as of 15 Jun 2017 (acquisition date)

Investment Details

Capital Invested Purchase Price of GBP 7.3mn plus Acquisition Cost

• f GBP 0.8mn (Total THB 350.7mn)1

Capital Value/sqm GBP 2,966/sqm (THB 128,426/sqm)1

Just a few minutes walk to Old Street Metro Station

6-4 UNDERWOOD STREET, LONDON

30

Section 2.1: Recurring Income Property Business – Office

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U CITY PCL

Property Details

Location Situated in a burgeoning business area en-route to Don Muang International Airport and 15 mins from Mochit BTS Station, the area is host to a number of major Thai corporate headquarters and foreign

• ffices including PTT, Thai Airways, Bangkok

Airways, Thai-Rath, Ericsson, Fuji-Xerox and Halliburton Ownership Freehold Building Specifications

• One high-rise office tower with multi-floor

parking

• NFA: 16,128 sqm on 24 floors

Anchor Tenants

• BTS Group
• VGI Media
• U City
• Office of SME Promotion

Rental

• Average of approx. THB 500/sqm

Investment Details

Capital Invested Purchase Price of THB 844mn Capital Value/NFA THB 53,741/sqm

TST TOWER, BANGKOK

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Section 2.1: Recurring Income Property Business – Office

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BANGKOK OFFICE INUSTRY OVERVIEW

Rising Rents and Occupancy

32

OCCUPANCY BY GRADE AND LOCATION AVERAGE RENT BY GRADE AND LOCATION CUMULATIVE SUPPLY, TAKE-UP AND VACANCY RATE NEW OFFICE SUPPLY BY GRADE AND LOCATION

Source: CBRE Source: CBRE Source: CBRE Source: CBRE

Section 2.1: Recurring Income Property Business – Office

Millions of sqm Sqm THB/sqm/month

8.32 8.45 8.56 8.78 8.99 9.10 9.34 9.36 7.52 7.72 7.9 8.09 9.6% 8.6% 7.7% 7.8%

0.0% 2.0% 4.0% 6.0% 8.0% 10.0% 12.0% 7 7.5 8 8.5 9 9.5 10

2014 2015 2016 2017 2018F 2019F 2020F 2021F Total Supply Total Take-Up Vacancy Rate

• 50,000

100,000 150,000 200,000 250,000 300,000 2014 2015 2016 2017 2018F 2019F 2020F 2021F CBD Non-CBD 841 877 936 994 604 648 682 728 635 694 756 810 552 597 631 667 2014 2015 2016 2017 Grade A CBD Grade B CBD Grade A Non-CBD Grade B Non-CBD 94% 90% 92% 92% 90% 91% 91% 92% 92% 95% 96% 90% 90% 92% 93% 92% 2014 2015 2016 2017 Grade A CBD Grade B CBD Grade A Non-CBD Grade B Non-CBD

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U CITY PCL

4.2 7.1 7.0 6.8 5.4 6.2 2012 2013 2014 2015 2016 2017 Source: JLL

LONDON OFFICE INDUSTRY OVERVIEW

Consistent Demand, Stable Rents, Slightly Higher Vacancy Rate

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OVERALL OFFICE VACANCY RATE IN LONDON AVERAGE GRADE A RENTAL RATE BY LOCATION CITY OF LONDON OFFICE SPACE TAKE-UP FUTURE OFFICE SUPPLY UNDER CONSTRUCTION

Source: JLL Source: JLL Source: Colliers

OVERSEAS 92%

Section 2.1: Recurring Income Property Business – Office

Millions of sqf Millions of sqf Prime Rents per sqm per month

GBP 69.50 GBP 69.00 GBP 68.50 GBP 67.50 GBP 65.00 GBP 59.50 Holborn Farringdon City of London Clerkenwell Shoreditch Aldgate 2.9 4.2 1.4 2018F 2019F 2020F

2016 City of London

4.8%

2016 West End

4.4%

2016 East London

8.1%

2017 City of London

4.9%

2017 West End

4.4%

2017 East London

8.9%

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U CITY PCL

CONTENTS

34

Section 1 U City in Brief Section 2 Business Profile Section 2.1 Recurring Income Property Business Hospitality Office Section 2.2 Residential Property Business Section 2.3 Land Bank Section 3 Financial Summary Section 4 Future Projects Appendices

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U CITY PCL

Project value (THB mn)

• Est. Transfer

Start The LINE Asoke-Ratchada 3,022 Oct 2018 The BASE Garden Rama 9 2,342 Oct 2018 The LINE Pradipat 5,891 Jan 2020 The LINE Sukhumvit 101 4,651 Nov 2019 KHUN BY YOO Thonglor 12 4,065 Nov 2019

Partnership roadmap 2015 2017: Target at least 4 projects totaling THB 12bn 2016 50:50 JV to develop THB 100bn worth of condominiums along current and future mass transit lines through the JV with Sansiri with an expected NPAT margin 12% and equity IRR 17%

Project value (THB mn)

• Est. Transfer

Start The LINE Jatujak – Mo Chit 5,816 Sep 2017 The LINE Sukhumvit 71 1,967 Sep 2016 The LINE Ratchathewi 2,965 May 2018 The LINE Jatujak-Mo Chit The LINE Ratchathewi The LINE Asoke - Ratchada The Base Garden Rama 9 The LINE Sukhumvit 71

The LINE Pradipat

Khun By Yoo The LINE Sukhumvit 101

RESIDENTIAL PROPERTY BUSINESS

Joint Venture with Sansiri

35

Section 2.2: Residential Property Business

Project value (THB mn)

• Est. Transfer

Start The BASE Phetkasem 29 1,984 Jan 2020 The MONUMENT Thonglor 6,244 Jul 2019 The LINE Sathorn 3,918 Apr 2021

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U CITY PCL

Project Name Presale Project Value (THB mn) Units

• Avg. Price per sqm

(THB) Sold Construction Progress*

• Est. Transfer

Start Foreign Participation 1 The LINE Jatujak – Mochit May 2015 5,816 841 181k 97% 100% Sep 2017 37% 2 The LINE Sukhumvit 71 Aug 2015 1,967 291 167k 100% 100% Sep 2016 48% 3 The LINE Ratchathewi Oct 2015 2,965 231 270k 98% 92% May 2018 25% 4 The LINE Asoke-Ratchada Jun 2016 3,022 473 183k 99% 49% Oct 2018 41% 5 The BASE Garden Rama 9 Sep 2016 2,343 639 110k 91% 62% Oct 2018 41% 6 The LINE Pradipat Nov 2016 5,891 981 160k 67% 4% Jan 2020 12% 7 The LINE Sukhumvit 101 Nov 2016 4,651 778 177k 60% 10% Nov 2019 42% 8 KHUN BY YOO Thonglor 12 Nov 2016 4,065 148 382k 66% 11% Nov 2019 4% 9 The BASE Phetkasem 29 Jun 2017 1,984 640 103k 67% 7% Jan 2020 23% 10 The MONUMENT Thonglor Sep 2017 6,244 127 309k 20% 34% Jul 2019 3% 11 The LINE Sathorn Nov 2017 3,919 327 277k 100% 0% Apr 2021 30% Total/Weighted Average 42,867 5,476 222k 74% 25%

RESIDENTIAL PORTFOLIO

THB 43bn in Condominiums Launched – Becoming a Top-Tier Developer in Thailand

36

The LINE Sukhumvit 71

Section 2.2: Residential Property Business

24,141 9,180 3,490 7,567 3,904 FY 2018 FY 2019 FY 2020 FY 2021 BTS-SIRI JV Presales Backlog

THB mn

Prepared by Investor Relations Department

U CITY PCL

FUTURE RESIDENTIAL PROJECTS UNDER JV All Land has been Secured for Future Condominium Projects Planned

37

60bn

Future Project Value

12,400

Condominium units

222,000

Weighted average price per square metre in Thai Baht

Section 2.2: Residential Property Business

Prepared by Investor Relations Department

U CITY PCL

Units

CONDO LAUNCHES PRICING BREAKDOWN

• AVG. BANGKOK WAGE, LAND AND CONDO PRICE TREND

BANGKOK CONDOMINIUM LAUNCHES

• AVG. PRICES AND TAKE UP RATES BY DISTANCE TO BTS

56% 61% 60% 57% 5,000 10,000 15,000 20,000 25,000 2014 2015 2016 2017 1Q 2Q 3Q 4Q Average Take-up Rate (RHS) 34,666 50,105 39,046 58,424

Source: Colliers International (Thailand)

47% 63% 60% 48% 70% 65% 46% 48% 76% 64% 58% 78% 75% 60% 75% 65% 50,000 100,000 150,000 200,000 250,000 300,000 0 - 200m (CAGR +22.4%) 201 - 500m (CAGR +10.7%) 501 - 1,000m (CAGR +19.7%) Over 1,000m (CAGR +6.0%) 2014 2015 2016 2017

Source: Colliers International (Thailand)

28% 49% 22% 2% 13% 45% 29% 12% 7% 46% 42% 5% 5,000 10,000 15,000 20,000 25,000 30,000 35,000 Below THB 50,000/sq.m THB 50,000 - 100,000/sq.m THB 100,001 - 200,000/sq.m THB over 200,000 sq.m 2015 2016 2017

Source: Colliers International (Thailand) Source: Bank of Thailand

THAI CONDOMINIUM MARKET OVERVIEW

Signs of a Recovery But a Focus Towards Higher-End Segments

38

Section 2.2: Residential Property Business

THB/sqm Units

1.03 1.07 1.04 1.11 1.21 1.21 1.08 1.16 1.19 2014 2015 2016 2017 Average Monthly Wage in Bangkok (Indexed) Land Price (Indexed) Condominiun Price (Indexed)

Prepared by Investor Relations Department

U CITY PCL

CONTENTS

39

Section 1 U City in Brief Section 2 Business Profile Section 2.1 Recurring Income Property Business Hospitality Office Section 2.2 Residential Property Business Section 2.3 Land Bank Section 3 Financial Summary Section 4 Future Projects Appendices

Prepared by Investor Relations Department

U CITY PCL

Khukhot 51.7 rai (8.3 ha)

a 4 c f 5 1 2 d e b h g 6

Ratburana 27.5 rai (4.4 ha) Suksawad 16.6 rai (2.7 ha) Roi Chak Sam 5.2 rai (0.8 ha) Bangkrachao 25.4 rai (4.1 ha) Mochit 11.1 rai (1.8 ha)

3

NATIONWIDE LANDBANK PORTFOLIO DEC 2017 BOOK VALUE AND APPRAISAL VALUE

THB bn Book Value % Near Mass Transit Bangkok & Vicinities 6.6 75% Upcountry 0.8 0% Total 7.4 67%

Total of 766.1 rai (1.23mn sqm) divided into 137.5 rai (0.22mn sqm) located in Bangkok & Vicinities and 628.6 rai (1.01mn sqm) upcountry. Bangkok & Vicinities 137.5 rai (22.0 ha) Nakorn Ratchasima 628.6 rai (100.6 ha)

Land Bank Commercial Properties (l - o) Residential Projects & Properties (a – i)

Key land bank along existing and future mass transit lines

LAND BANK POST UE TRANSACTION Sufficient Land Bank For Multi-Year Development

40

Section 2.3: Land Bank

Residential Projects

• a. The LINE Jatujak – Mochit

b. The LINE Sukhumvit 71 c. The LINE Ratchathewi d. The LINE Asoke-Ratchada e. The BASE Garden Rama 9 f. The LINE Pradipat g. THE LINE Sukhumvit 101 h. Khun by Yoo i. The BASE Petkasem 29 j. The MONUMENT Thonglor k. The LINE Sathorn

i

Commercial Projects

• 1. U Sathorn Hotel
• 2. Eastin Grand Sathorn Hotel
• 3. Eastin Thana City Hotel
• 4. TST Tower
• 5. The Unicorn
• 6. International School

k

Prepared by Investor Relations Department

U CITY PCL

CONTENTS

41

Section 1 U City in Brief Section 2 Business Profile Section 2.1 Recurring Income Property Business Hospitality Office Section 2.2 Residential Property Business Section 2.3 Land Bank Section 3 Financial Summary Section 4 Future Projects Appendices

Prepared by Investor Relations Department

U CITY PCL

20,364 35,726 4,785 4,326 25,149 40,052 31 Dec 16 31 Dec 17 Current Assets Total Assets

U CITY FINANCIAL PERFORMANCE

42 Cash 31 Dec 16: THB 0.3bn 31 Dec 17: THB 1.4bn Current Investments 31 Dec 16: THB 0.3bn 31 Dec 17: THB 0.2bn Long-Term Investments 31 Dec 16: THB 0.5bn 31 Dec 17: THB 0.2bn Restricted Deposits 31 Dec 16: THB 0.1bn 31 Dec 17: THB 0.1bn Gross Debt 31 Dec 16: THB 4.7bn 31 Dec 17: THB 15.6bn Adjusted Net Debt 31 Dec 16: THB 4.1bn 31 Dec 17: THB 14.1bn Issued Total Shares 31 Dec 16: 561.4bn 31 Dec 17: 561.4bn

Assets Breakdown (THB mn) Liabilities & Equity Breakdown (THB mn)

Section 3: Financial Summary

18,856 17,796 2,375 19,717 3,918 2,539 25,149 40,052 31 Dec 16 31 Dec 17 Current Liabilities Non-Current Liabilities Shareholders' Equity

THB mn FY 2017 FY 2016 % YoY 4Q 2017 4Q 2016 % YoY 3Q 2017 % QoQ Total Revenue 4,453 1,165 282.1% 1,674 356 370.2% 1,571 6.6% Operating Revenue 4,030 1,090 269.7% 1,570 334 370.1% 1,459 7.6% Gross Operating Profit (GOP) 2,563 723 254.5% 981 262 274.4% 924 6.2% SG&A 1,995 761 162.2% 709 308 130.2% 643 10.3% Share of Profit (1) (9) (87.7)% (4) (10) (64.3)% 1 N.A. Operating EBITDA* 567 (11) N.A. 268 (46) N.A. 283 (5.1)% Finance Costs 620 131 373.3% 193 62 211.3% 255 (24.3)% Net Profit (1,049) (322) 233.0% 1 (145) N.A. (908) N.A. Recurring Net Profit** (127) (322) (60.4)% 18 (145) N.A. (91) N.A. GOP Margin 63.6% 66.4% 62.5% 78.3% 64.3% EBITDA Margin 4.7% 5.5% 24.3% 17.4% 22.2% Operating EBITDA Margin* 14.1% (1.0)% 17.1% (13.9)% 12.1% Net Profit Margin (23.6)% (27.6)% N.A. (40.8)% (37.8)% Recurring Net Profit Margin** (2.9)% (27.6)% 1.1% (40.8)% (8.4)%

Prepared by Investor Relations Department

U CITY PCL

GUIDANCE FY 2018

43

EBITDA Margin ≥25%

Total Revenue

+35 - 50% YoY

THB 6,000 - 6,700mn

Hospitality Revenue

+50 - 63% YoY

THB 5,800 - 6,300mn Office Revenue

+24 - 67% YoY

THB 200 - 270mn

Section 3: Financial Summary

Prepared by Investor Relations Department

U CITY PCL

CONTENTS

44

Section 1 U City in Brief Section 2 Business Profile Section 2.1 Recurring Income Property Business Hospitality Office Section 2.2 Residential Property Business Section 2.3 Land Bank Section 3 Financial Summary Section 4 Future Projects Appendices

Prepared by Investor Relations Department

U CITY PCL

Project value THB 9.5bn Land Area 7.3 Rai or 1.2 Ha (11,749.6 sqm) GFA 120,400 sqm Location Adjacent to 2 mass transit stations: BTS Phayathai Station and Airport Rail Link Status Construction Project period 44-48 months Construction period

Project Details 51 levels of mixed use complex building comprising retail, office, 4-star hotel and premium residences Retail NFA: 2,816 sqm Office NFA: 22,499 sqm Premium Residence 118 units NFA: 7,560 sqm Hotel 397 keys NFA: 20,714 sqm

3Q 2017 3Q 2021 Start Completion

THE UNICORN, PHAYATHAI

45

Section 4: Future Projects

Prepared by Investor Relations Department

U CITY PCL

The Unicorn: Commercial Preliminary Concept Design

46

Section 4: Future Projects

Prepared by Investor Relations Department

U CITY PCL

The Unicorn: Hotel Preliminary Concept Design

47

Section 4: Future Projects

Prepared by Investor Relations Department

U CITY PCL

Twin 36 levels mixed use complex building comprising retail, office and rooftop sports centre that has a skywalk bridge connection to BTS Mo Chit Station and views overlooking Chatuchak park. The building is also close to Bang Sue Grand Central Station, a future hub for 8 railway and mass transit lines

MOCHIT COMPLEX

48 Project value THB 9.0bn Land Area 11.1 Rai or 1.8 Ha (17,719 sqm) GFA 170,649 sqm Location Adjacent to 2 mass transit stations: BTS Mo-chit Station and MRT Chatuchak Park Station Status Preliminary design Project period 42 months Construction period

Project Details Retail NFA: 5,040 sqm Office Tower II NFA: 35,135 sqm

2019 Mid 2023 Starts Completion

Office Tower I NFA: 35,135 sqm Section 4: Future Projects

Prepared by Investor Relations Department

U CITY PCL

Project value THB 3.0bn Land Area 6.3 Rai or 1.0 Ha (10,148 sqm) Location On the Chao Praya Riverside, Soi Charoenkrung 36, Bangrak, Bangkok Concept Focus on the harmony between the ancient custom house and new building Management Company Inhouse brands and management platform Status Under lease term extension negotiations with the Treasury Department

Project Details A luxurious 5-star hotel project in a rare, historic, colonial-era heritage building located along magnificent Chao Praya Riverside,

• n Charoen Krung road.

Total Area NFA: 12,300 sqm World-Class Dining Experience 5-Star Boutique Hotel

ROI CHAK SAM

49

Section 4: Future Projects

Prepared by Investor Relations Department

U CITY PCL

A 50:50 joint venture between U City and the

• perator of the American International School in

Hong Kong to provide educational services for up to 1,800 students from grades 1 to 12

INTERNATIONAL SCHOOL AT THANA CITY

50

Project Details

Project value THB 3.1bn Land Area 109.8 Rai or 19.1 Ha (191,642 sqm) Location Thana City within 800m of future LRT Line station Concept Providing unique learning experience and paring modern technology and contemporary teaching techniques Status Land clearance and preparation Project period 42 months Construction period

2017 Mid 2021 Start Completion

Section 4: Future Projects

Prepared by Investor Relations Department

U CITY PCL

CONTENTS

51

Section 1 U City in Brief Section 2 Business Profile Section 2.1 Recurring Income Property Business Hospitality Office Section 2.2 Residential Property Business Section 2.3 Land Bank Section 3 Financial Summary Section 4 Future Projects Appendices

Prepared by Investor Relations Department

U CITY PCL

POST-TRANSACTION: U CITY ORGANISATION CHART

An Integrated Property Developer Along Mass Transit Lines

52

Project Green Co., Ltd BTS Assets Co., Ltd Lombard Estate Holdings Limited Thirty Three Gracechurch 1 Limited Thirty Three Gracechurch 2 Limited Vienna House Capital GmbH LH Unit Trust Underwood Street Limited PrannaKiri Assets Co., Ltd Siam Paging and Communication Co., Ltd Tanayong Food and Beverage Co., Ltd BTS Land Co., Ltd Mak8 Co., Ltd Nine Square Co., Ltd Unison One Co., Ltd Absolute Hotel Services Co., Ltd BTS Sansiri Holding One Co., Ltd BTS Sansiri Holding Two Co., Ltd Thana City Golf & Sports Club Co., Ltd BTS Sansiri Holding Three Co., Ltd Muangthong Assets Co., Ltd BTS Sansiri Holding Four Co., Ltd BTS Sansiri Holding Twelve Co., Ltd Keystone Estate Co., Ltd BTS Sansiri Holding Five Co., Ltd BTS Sansiri Holding Fourteen Co., Ltd BTS Sansiri Holding Seven Co., Ltd BTS Sansiri Holding Sixteen Co., Ltd BTS Sansiri Holding Eight Co., Ltd BTS Sansiri Holding Seventeen Co., Ltd Ratburana Property Co., Ltd BTS Sansiri Holding Six Co., Ltd BTS Sansiri Holding Fifteen Co., Ltd Keystone Management Co., Ltd BTS Sansiri Holding Nine Co., Ltd BTS Sansiri Holding Eighteen Co., Ltd Nuvo Line Agency Co., Ltd. BTS Sansiri Holding Nineteen Co., Ltd BTS Sansiri Holding Twenty Co., Ltd BTS Sansiri Holding Twenty Two Co., Ltd BTS Sansiri Holding Twenty One Co., Ltd Prime Area 38 Co., Ltd BTS Sansiri Holding Eleven Co., Ltd Absolute Hotel Services (HK) Ltd 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 100% 100% 50% 100% 100% 50% 50% 100% 100% 100% 100% 100% 75.47% 71.6% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% Natural Hotel Panwa Co., Ltd Kamkoong Property Co., Ltd 100% 100% Natural Hotel Sukhumvit Co., Ltd Natural Park Ville Co., Ltd Natural Real Estate Co., Ltd 100% Richee Property Co., Ltd 100% Park Gourmet Co., Ltd 100% Park Opera Co., Ltd 100% 100% 100% 35.64% Hotel Office Alternative Residential Former UE subsidiaries and associates

U City PCL

Tanayong Hong Kong Ltd. 12.26% 100% Tanayong Property Management Co., Ltd Dormant

Appendix: Company Organisation Chart

Prepared by Investor Relations Department

U CITY PCL

U CITY

Board of Directors

• Mr. Keeree Kanjanapas

Chairman

• Mr. Chaiwat Atsawintarangkun

Independent Director / Chairman of Nomination and Remuneration Committee / Audit Committee

• Mr. Rungsorn Sriworasat

Independent Director / Chairman of Audit Committee

• Mr. Surajit Gongvatana

Independent Director / Audit Committee and Nomination and Remuneration Committee

• Mr. Plakorn Wanglee

Independent Director / Audit Committee and Nomination and Remuneration Committee

• Mr. Kavin Kanjanapas

Director

• Mr. Kong Chi Keung

Director

• Mr. Burin Pusiri

Executive Director

• Mr. Weerawat Wattanatchariya

Executive Director

• Ms. Piyaporn Phanachet

Executive Director / Chief Financial Officer Executives

BOARD OF DIRECTORS AND EXECUTIVES

53

• Ms. Piyaporn Phanachet

Chief Executive Officer

• Mr. Veerapong Rodjanawarodom

Chief Operating Officer

• Mr. Sayam Sriwarapornskul

Chief Legal Officer

VIENNA HOUSE

Executives

• Mr. Rupert Simoner

Chief Executive Officer

• Ms. Johanna Weichselbaumer

Chief Financial Officer

• Mr. Martin Ykema

Chief Operating Officer

• Mr. Daniel Ross

Chief Investment Officer

ABSOLUTE HOTEL SERVICES

Executives

• Mr. Jonathan Wigley

Chief Executive Officer

• Mr. John Westoby

Director

• Mr. Aekawee Chugkorn

Finance Director Appendix: Board of Directors and Executives

Prepared by Investor Relations Department

U CITY PCL

U CITY TO ACQUIRE MAJORITY OF BTS’ PROPERTY BUSINESS

To Become A Leading Integrated Property Developer Along Mass Transit Lines

54

• There is an overlap of the property business (and in some case conflict
• f interest) between U City and BTS Group (BTSG) leading to inefficient

resource allocation and management focus

• U City and BTSG’s property business are grappling with high
• pportunity costs of lower economies of scale and business

cannibalisiation risk when operating as separate business entities

U City Capital Increase Entire Business Transfer (EBT)

• f Unicorn Enterprises (UE)

Disposal of U City Assets KEY RESTRUCTURING TRANSACTION:

UNICORN ENTERPRISE (UNICORN OR UE) Property for sale (mostly sold out) Property-related services Hospitality Land banks Joint venture i.e. JV Sansiri, International school, AHS Projects and land banks under study Hospitality Other assets

100% 35.64%

1 2 3

“To become the leading integrated property developer along mass transit lines” OBJECTIVE:

Eliminate the current business conflict/overlap between U City and BTSG and becoming BTSG’s sole vehicle for property development

• BTSG will grant ROFR, Call Option and will manage or act as sales agent for

the remaining property assets under BTSG Acquire Sansiri JV relationship under the Strategic Alliance Framework Agreement (SAFA) which currently:

• Has 9 condominium projects launched (valued at THB 31.9bn) of which 80%

have been sold with THB 23.8bn in current backlog

• BTS-SIRI relationship remains and their synergies are retained

Acquires a dynamic, multi-faceted pipeline of future projects with aggregate Gross Development Value (GDV) of THB 70.7bn Fully manifest U City’s long-term strategy that has:

• A sharpened focus on extracting mass transit premium with 88% of enlarged

asset base located near existing or future mass transit lines

• Enhanced Eurasian hospitality business with nearly double the total number of

keys and with 2 management platforms possessing a complementary spectrum of brands for growth flexibility

• Diversified asset base which now includes larger residential property business

to help balance business cycle risks Office buildings Office buildings

Benefits to U City Current Situation Appendix: Unicorn Enterprises Entire Business Transfer

Prepared by Investor Relations Department

U CITY PCL

TRANSACTION OVERVIEW

Entire Business Transfer, Capital Increase and Asset Divestment

55

• Hotel
• Condominium
• Some land bank

UE Entire Business Transfer (EBT) U City Capital Increase U City Asset Divestment

*Assets to be divested (value of approx. THB 3bn)

• Anantara Chiang Mai Resort and Spa
• AVANI Khon Kaen Hotel & Convention Centre
• Anantara Chiang Mai Serviced Suites
• Park Aran Boulevard Commercial Building Project
• Park Ramindra Condominium
• Land banks in Charansanitwong & Chonburi
• Land in Nakhon Ratchasima
• Phaya Thai Project
• Mochit Project
• Land banks

Projects and land bank under study Hospitality

• Hotel and hotel

management

• Office rental

Property for sale* Assets from EBT

• Subsidiary shares
• Joint venture shares

UE to transfer all selected assets and shareholder loans to U City in exchange for new shares (and warrants) in U City

• Assets value: THB 12,917mn (as of 30 Jun 2017)

which at completion expected at THB 14,500mn

• BTSG loan: THB 10,745mn (as of 30 Jun 2017)
• Value of preferred shares issued to UE (PP): THB

2,172mn

35.64%

UE

100%

1 EBT

• Subsidiary shares in

companies

• Joint venture shares

i.e. JV Sansiri, International school, AHS

Preferred shares issued to UE (PP)

U City plans to repay all shareholder loan from BTSG (from EBT) with proceeds from capital increase

• Private Placement (PP) – Preferred shares and warrants

PP to Bangkok Bank (Strategic investor)

• Right Offering (RO) – Preferred shares and warrants RO

to all shareholders including strategic investor

35.64% Strategic Investor U City Shareholder

RO

• PP
• RO

#1 and #2 will be conditional upon each other

2

RO

3

Note: - Certain assets under UE that will not be transferred to U City but will be transferred to BTSG prior to the transaction

• To ensure sufficient funding, U City is currently securing bank facility in case of proceeds from PP and RO are lower than shareholder loans

voluntarily propose for shareholder approval

Repayment of SH Loan Appendix: Unicorn Enterprises Entire Business Transfer

Prepared by Investor Relations Department

U CITY PCL

KEY TIMELINES

56

UE Entire Business Transfer (EBT) U City Capital Increase U City Asset Divestment

30 Oct 2017 Execute EBT Agreement 15 Nov 2017 U City EGM record date 4 Jan 2018 U City EGM for SHD approval 16 Mar 2018 EBT completion date 30 Oct 2017 Execute EBT Agreement 15 Nov 2017 U City EGM record date 4 Jan 2018 U City EGM for SHD approval 22 Jan 2018 BBL PP subscription date 26 Jan 2018 RO record date 5 – 9 Mar 2018 RO subscription period 16 Mar 2018 EBT completion date 16 Mar 2018 PP & RO warrants issuance date Preferred shares start trading on SET 15 Nov 2017 U City EGM record date 4 Jan 2018 U City EGM for SHD approval To be completed within end 2018 Execute asset divestment Appendix: Unicorn Enterprises Entire Business Transfer

Prepared by Investor Relations Department

U CITY PCL

PREFERRED SHARES TERMS

7% Dividend Yield Committed Over 5 years

57

Appendix: Unicorn Enterprises Entire Business Transfer

TYPE preferred shares with specified dividend ISSUE DATE 5 March 2018 SPECIFIED DIVIDEND THB 0.0022 per share per calendar year DIVIDEND ENTITLEMENT for 5 years at dividend rate dividend accumulates at the difference between specified dividend and actual dividend paid until fully paid VOTING RIGHTS 1 share : 1 vote after full payment of cumulative dividend or after 31 December 2027; 10 shares : 1 vote CONVERSION RIGHTS after 31 December 2022 preferred shares are convertible to ordinary shares on quarterly basis CONVERSION RATIO 1 preferred shares : 1 ordinary share ALLOCATION to existing shareholders at the ratio of 5 existing shares : 4 new preferred shares

• NO. ISSUED SHARES

up to 560,463,736,238 shares of which:

• up to 26,384,191,176 (offered to BBL)
• up to 470,197,192,120 (offered to existing shareholders)
• up to 63,882,352,942 (offered to UE)

Prepared by Investor Relations Department

U CITY PCL

U-W3 & U-W4 WARRANTS TERMS

Sweetener For Preferred Share Issue

58

TICKER U-W3 U-W4 TERMS 5 years 5 years ISSUE DATE upon completion of preferred shares offering upon completion of preferred shares offering EXPIRY DATE 2023 2023 EXERCISE PERIOD 1 years from issuance date on a quarterly basis 1 years from issuance date on a quarterly basis EXERCISE RATIO 1 warrant : 1 ordinary share 1 warrant : 1 ordinary share EXERCISE PRICE THB 0.05 THB 0.06 ALLOCATION to preference shareholders at the ratio of 2 preferred shares : 1 warrant to preference shareholders at the ratio of 2 preferred shares : 1 warrant

• NO. ISSUED

WARRANTS up to 49,501,008,065 warrants up to 236,119,919,590 warrants WARRANT PRICE

• TRADEABLE ON SET

No Yes EXPECTED MAXIMUM PROCEEDS THB 2,475.1mn THB 14,167.2mn

Appendix: Unicorn Enterprises Entire Business Transfer

Prepared by Investor Relations Department

U CITY PCL

OUR HOTEL PORTFOLIO

A Eurasian Hotel Business with 88 Hotels totaling 18,288 Keys

59

Appendix: Our Hotel Portfolio

Hotel Under Keys Country Hotel Under Keys Country

Freehold

1 U Sathorn U City 86 Thailand 1 Eastin Grand Sathorn U City 400 Thailand 2 U Chiang Mai U City 41 Thailand 2 U Inchantree Kanchanaburi U City 52 Thailand 3 VHE Leipzig Vienna House 199 Germany 3 Eastin Thana City Golf Resort U City 200 Thailand 4 VHE Kronberg Vienna House 96 Germany 4 Eastin Grand Hotel Phayathai U City 400 Thailand 5 VH Andel’s Berlin Vienna House 557 Germany 5 VH Diplomat Prague Vienna House 398 Czech Rep 6 VHE Berlin Vienna House 152 Germany 6 VHE Angelo Pilsen Vienna House 144 Czech Rep 7 VH Dresden Vienna House 95 Germany 7 VHE Amberg Vienna House 110 Germany 8 VHE Raunheim Vienna House 180 Germany 8 VHE Bad Oeynhausen Vienna House 146 Germany 9 Basecamp Munich Vienna House 607 Germany 9 VHE Braunschweig Vienna House 176 Germany 10 VH Andel’s Cracow Vienna House 159 Poland 10 VHE Castrop-Rauxel Vienna House 84 Germany 11 VH Warsaw Vienna House 164 Poland 11 VHE Coburg Vienna House 123 Germany 12 VH Vaduz Vienna House 162 Liechtenstein 12 VHE Guenzburg Vienna House 100 Germany Total Operating Lease 12 Hotels 2,505 13 VHE Angelo Katowice Vienna House 203 Poland 14 VHE Airport Bucharest Vienna House 177 Romania Managed Hotels Total Freehold 14 Hotels 2,713 1 VH Martinspark Dornbirn Vienna House 99 Austria 2 Marriott Minsk Vienna House 220 Belarus 3 VH Andel’s Prague Vienna House 290 Czech Rep 4 Angelo by VH Prague Vienna House 163 Czech Rep

Financial Lease

5 VH Dvorak Karlovy Vary Vienna House 126 Czech Rep 1 VHE Landsberg Vienna House 103 Germany 6 VH Dream Castle Paris Vienna House 397 France 2 VHE Limburg Vienna House 99 Germany 7 VH Magic Circus Paris Vienna House 396 France 3 VHE Neckarsulm Vienna House 95 Germany 8 Angelo by VH Munich Leuchtenbergring Vienna House 146 Germany 4 VHE Trier Vienna House 105 Germany 9 Holiday Inn Munich Westpark Vienna House 207 Germany 5 VHE Wuppertal Vienna House 130 Germany 10 Angelo Airporthotel Ekaterinburg Vienna House 211 Russia 6 VH Amber Baltic Vienna House 191 Poland 11 Liner Airporthotel Ekaterinburg Vienna House 152 Russia 7 VHE Chopin Cracow Vienna House 220 Poland 12 VHE Chopin Bratislava Vienna House 166 Slovakia 8 VH Andel’s Lodz Vienna House 277 Poland 13 U Alibaug AHS 50 India Total Financial Lease 8 Hotels 1,220 14 Eastin Residences Vadodara AHS 44 India

Prepared by Investor Relations Department

U CITY PCL

60

Appendix: Our Hotel Portfolio

Hotel Under Keys Country Hotel Under Keys Country Managed Hotels Managed Hotels 15 Eastin Easy Talegaon AHS 50 India 39 Travelodge Sukhumvit 11 AHS JV 224 Thailand 16 Eastin Easy Pen AHS 150 India 40 Travelodge Pattaya Central AHS JV 160 Thailand 17 Eastin Easy Vita AHS 50 India 41 Travelodge Nimman Chiang Mai AHS JV 120 Thailand 18 Eastin Resort Goa AHS 200 India 42 Travelodge Jomtien AHS JV 150 Thailand 19 U Paasha Bali AHS 101 Indonesia 43 Travelodge Nha Trang AHS JV 2,300 Thailand 20 U Bandung AHS 120 Indonesia 44 Travelodge Ploenchit AHS JV 300 Thailand 21 U Paasha Canguu Bali AHS 120 Indonesia 45 U Vakif Han Istanbul AHS 80 Turkey 22 U Lombok AHS 110 Indonesia 46 U Mui Nhe AHS 110 Vietnam 23 Eastin Resort Canguu Bali AHS 120 Indonesia 47 U Phu Quoc AHS 150 Vietnam 24 Eastin Hotel Manardo AHS 250 Indonesia 48 U Hoi An AHS 150 Vietnam 25 Eastin Residences Muscat AHS 50 Oman 49 U Danang AHS 137 Vietnam 26 Mountain Lodge By U AHS 7 Thailand 50 Eastin Grand Hotel Saigon AHS 268 Vietnam 27 U Sukhumvit AHS 84 Thailand 51 Eastin Lakeside Hotel Hanoi AHS 110 Vietnam 28 U Zenmaya Phuket AHS 50 Thailand 52 Eastin Easy Nha Trang AHS 180 Vietnam 29 U Pattaya AHS 44 Thailand 53 Eastin Grand Hotel Panorama Nha Trang AHS 1,056 Vietnam 30 U Niman Chiang Mai AHS 154 Thailand 54 Eastin Grand Resort Danang AHS 300 Vietnam 31 U Khao Yai AHS 63 Thailand 55 Eastin Grand Resort Phu Quoc AHS 600 Vietnam 32 U Jomtien AHS 70 Thailand 56 Eastin Hotel & Residences Hanoi AHS 200 Vietnam 33 U Panwa Phuket AHS 80 Thailand 57 Eastin Hotel Halong AHS 350 Vietnam 34 U Hua Hin AHS 125 Thailand 58 Travelodge Nha Trang AHS JV 2,300 Vietnam 35 U Chaweng Samui AHS 80 Thailand Total Managed 58 Hotels 12,806 36 Eastin Hotel Makkasan AHS 280 Thailand 37 Eastin Hotel Chiang Mai AHS 130 Thailand 38 Eastin Hotel Harbour Bangkok AHS 456 Thailand

OUR HOTEL PORTFOLIO

A Eurasian Hotel Business with 88 Hotels totaling 18,288 Keys

Prepared by Investor Relations Department

U CITY PCL

U CITY WARRANTS

U-W1 & U-W2 Warrants

61

TICKER U-W1 U-W2 TERMS 5 years 5 years ISSUE DATE 7 November 2014 20 April 2015 EXPIRY DATE 6 November 2019 6 November 2019 EXERCISE PERIOD 30 December 2016 - 6 November 2019 (Quarterly) 30 December 2016 - 6 November 2019 (Quarterly) EXERCISE RATIO 1 warrant : 1 ordinary share 1 warrant : 1 ordinary share EXERCISE PRICE THB 0.06 THB 0.047 ALLOCATION to ordinary shareholders at the ratio of 1 ordinary share : 1 warrant to ordinary shareholders at the ratio of 2 ordinary shares : 1 warrant

• NO. ISSUED

WARRANTS up to 180,637,710,882 warrants up to 100,043,438,606 warrants WARRANT PRICE

• TRADEABLE ON SET

Yes No EXPECTED MAXIMUM PROCEEDS THB 10,838.3mn THB 4,701.0mn

Appendix: Previous Warrants