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

U CITY PCL

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

Prepared by Investor Relations Department

U CITY PCL

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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

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U CITY PCL

CONTENTS

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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

KEY INVESTMENT FEATURES

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

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Section 1: U City in Brief The new, 2nd largest listed hotel company in Thailand with over 18,000 keys, possessing:

• 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 14% 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 accretion 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 32.68 per USD as of 24 Nov 2017

67%

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

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U CITY PCL

KEY MILESTONES

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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.

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U CITY PCL

UNICORN ENTERPRISES TRANSACTION

Overview of Assets to be Acquired and Divested

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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%

• 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 Office Services Developing Land Bank

• Ratburana
• Khao Yai, Pakchong,

Nakorn Ratchasima

• U Chiangmai
• 21 BTS-SANSIRI Holding

(All of “The Line” projects) Residential

Selected Assets

Section 1: U City in Brief

Prepared by Investor Relations Department

U CITY PCL

THB 33.6bn THB 2,779mn

BUSINESS OVERVIEW

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

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9M 2017 REVENUE CONTRIBUTION

Office THB 119mn 4.3% Others THB 319mn 11.5% Hospitality THB 2,341mn 84.2%

SEPTEMBER 2017 BOOK VALUE BREAKDOWN

Office THB 3.5bn 10.4% Hospitality THB 21.6bn 64.3% Land bank THB 8.0bn 23.8%

RECURRING INCOME PROPERTY RESIDENTIAL PROPERTY LANDBANK

Hospitality 40 Hotels totaling 7,550 Keys includes a portfolio of

• wned, leased and managed hotels

in Europe and Asia. Subject to shareholder approval, EBT of UE, number of hotels shall expand to 89 totaling 18,288 keys Office 12,400 sqm of lettable space comprising of 2 office buildings in London, UK. Subject to shareholder approval, EBT of UE shall include 1 more office building in Thailand with 16,100 sqm of lettable space Subject to shareholder approval, EBT of UE includes acquiring BTS’ 50% stake of the BTS-Sansiri JV, which develops condominiums near mass transit lines and has currently a presold condominium backlog of THB 25.7bn Post-UE EBT our land bank totaling THB 7.4bn or 766.1 Rai or 1.23mn sqm is sufficient for over 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 2,341 2015 2016 9M 2017 63 119 2015 2016 9M 2017 159 2015 2016 9M 2017

Operating Revenue (THB mn) Operating Revenue (THB mn)

* Includes share of profit/loss from Sansiri JV

Section 1: U City in Brief Residential THB 0.5bn 1.5%

Note: figures above are not adjusted for UE transaction

Post-UE EBT

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U CITY PCL

Formerly operating solely in Thailand, in 2017 we expanded internationally with a presence in 11 European countries and 6 Asian and Middle Eastern countries with assets spanning from hotels across various ownership models to office buildings. Currently, U City’s presence covers 89 hotels with more than 18,288 keys owned or managed, 3 office buildings and business interests spanning 17 countries globally Total of 38 hotels with 6,956 keys and 12,400 sqm in office space Total of 51 hotels with 11,332 Keys and 16,100 sqm in office space

PRESENCE IN 6 ASIAN & MIDDLE EASTERN COUNTRIES* PRESENCE IN 11 EUROPEAN COUNTRIES

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

DOMESTIC AND INTERNATIONAL PROPERTY PORTFOLIO

8

15%

• f revenue from Thailand**

85%

• f revenue from Overseas**

Section 1: U City in Brief *Upon Shareholder’s approval of EBT ** Based on expected 2018 revenue includes equity income in BTS-SIRI JV, Keystone JV and AHS

Prepared by Investor Relations Department

U CITY PCL

1,780 99 1,595 1,653 FY 2018 Hospitality Office Alternatives Residential FY 2023

STRATEGY AND 5-YEAR TARGET

Poised to Emerge as Thailand’s Leading International Property Investor

5 PILLARS OF SUSTAINABLE VALUE ACCRETION

FY 2018 FY 2023 Revenue Net Profit

Revenue 14% CAGR Net Profit 26% Margin*

Key Growth Drivers Hospitality From 8,648 Keys Operating to 18,288 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 5-year aggregate of THB 7.2bn

5-YEAR TARGET – Revenue of THB 10,900mn, Net Profit of 2,900mn

Revenue Development (Growth 2018 - 2023) Section 1: U City in Brief

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

10,900 2,900 5,800

• 2. EFFICIENT USE OF

CAPITAL

• Recycle capital for future

investment.

• Potential for fee-based

income.

• 3. SUSTAINABILITY
• Response To The Change

Of Consumer Lifestyle, including digital disruption

• Environment
• Community
• 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 5,811 10,938 86% Overseas 14% Thailand 61% Overseas 39% Thailand

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U CITY PCL

CONTENTS

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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

Managed hotels* THB 32mn 3.4% Owned hotels THB 724mn 76.0% Leased hotels THB 196mn 20.6%

RECURRING INCOME PROPERTY BUSINESS – HOSPITALITY

Hotel Portfolio Snapshot

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NUMBER OF HOTELS AND KEYS* 9M 2017 REVENUE BREAKDOWN BY TYPE (THB mn)

THB 2,341mn

Managed hotels THB 42mn 1.8% Owned hotels THB 1,769mn 75.6% Leased hotels THB 529mn 22.6%

Number of hotels Owned Leased Managed Total Overseas 18 7 38 63 Thailand 4 2 20 26 Total 22 9 58 89 Number of keys Owned Leased Managed Total Overseas 2,881 1,422 9,979 14,282 Thailand 1,052 127 2,827 4,006 Total 3,933 1,549 12,806 18,288

9M 2017 GOP BREAKDOWN BY TYPE (THB mn) HOTEL BREAKDOWN BY STAR RATING

3-Stars 33 Hotels 37.1% 5-Stars 33 Hotels 37.1% 4-Stars 23 Hotels 25.8%

89 Hotels

Section 2.1: Recurring Income Property Business – Hospitality

* Post-UE Transaction, subject to shareholder’s approval

THB 952mn

* Management fees of hotels under management platform Note: figures above are not adjusted for UE transaction

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U CITY PCL

OWNED HOTELS

A Geographically Diversified Hotel Portfolio

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18 Owned hotels overseas 4 Owned hotels in Thailand

968 806 1,027 801 806 1,027 1,769 2015 2016 9M 2017 Overseas Thailand 2,869 3,026 2,952 2,261 2,360 2,252 78.8% 78.0% 76.3% 2015 2016 9M 2017 ADR (THB mn) RevPAR (THB mn) Occupancy (%)

OWNED HOTEL REVENUE (THB mn) OWNED HOTEL PERFORMANCE

Section 2.1: Recurring Income Property Business – Hospitality

Note: Upon Shareholder’s approval of EBT Owned hotels includes freehold and finance leased hotels Note: Vienna House was acquired on 31 May 2017 EUR:THB: 39.20, 37.72, 38.92 for 2015, 2016, 9M 2017 respectively Figures above not adjusted for UE transaction

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U CITY PCL

LEASED HOTELS

Capital-Efficient Growth Engine for European Hotels

13 529 2015 2016 9M 2017 Overseas Thailand 3,410 3,244 3,476 2,544 2,327 2,882 74.6% 71.2% 82.9% 2015 2016 9M 2017 ADR (THB mn) RevPAR (THB mn) Occupancy (%)

LEASED HOTEL REVENUE (THB mn) LEASED HOTEL PERFORMANCE

7 Leased hotels overseas 2 Leased hotels in Thailand

Section 2.1: Commercial Property Business – Hospitality

Note: Upon Shareholder’s approval of EBT Figures above not adjusted for UE transaction Note: Vienna House was acquired on 31 May 2017 EUR:THB: 39.20, 37.72, 38.92 for 2015, 2016, 9M 2017 respectively

Prepared by Investor Relations Department

U CITY PCL

Technical Services 4.2%

MANAGED HOTELS

Growth Engine that Benefits from Economies of Scale

14 42 2015 2016 9M 2017 Overseas Thailand

MANAGED HOTEL REVENUE (THB mn) 9M 2017 REVENUE BREAKDOWN

38 Managed hotels overseas 20 Managed hotels in Thailand

Section 2.1: Recurring Income Property Business – Hospitality

Note: Upon Shareholder’s approval of EBT

Payroll 14.8% Management Fee 55.5% Sales & Marketing 18.7% Others 6.8%

Note: Vienna House was acquired on 31 May 2017 Figures above are not adjusted for UE transaction

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U CITY PCL

HOTEL MANAGEMENT PLATFORMS

Strategic Expansion Flexibility Through a Diverse Spectrum of Brands

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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 3,876 Keys 2,628 Keys 2,594 Keys 3,344 Keys 430 Keys 1,790 Keys 3,254 Keys Under Development

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

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

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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

15.9 19.2 22.4 26.5 24.8 29.9 32.6 2010 2011 2012 2013 2014 2015 2016 Source: Department of Tourism, Ministry of Sports and Tourism 2,975 2,993 3,019 3,231 3,152 3,287 3,400 1,583 1,901 2,131 2,404 1,951 2,475 2,635 53.2% 63.5% 70.6% 74.4% 61.9% 75.3% 77.5% 2010 2011 2012 2013 2014 2015 2016 ADR RevPAR Occupancy Source: CBRE 29,235 31,806 35,028 38,139 40,355 41,961 44,872 47,015 48,255 47.0% 47.3% 45.0% 45.6% 44.9% 44.5% 43.3% 42.2% 42.0%

• 10,000

20,000 30,000 40,000 50,000 60,000 70,000 2010 2011 2012 2013 2014 2015 2016 2017 2018 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-11 Jan-12 Jan-13 Jan-14 Jan-15 Jan-16 Jan-17 THBUSD THBEUR THBCNY (RHS) Source: Bloomberg

THAI HOSPITALITY INDUSTRY OVERVIEW

A Buoyant and Resilient Tourism Market

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Section 2.1: Recurring Income Property Business – Hospitality

Millions of persons In THB

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U CITY PCL

GLOBAL HOSPITALITY INDUSTRY OVERVIEW

Consistent Multi-Year Growth

17 951 1,003 1,052 1,083 1,135 1,182 1,248 1,291 2,042 2010 2011 2012 2013 2014 2015 2016 2017F 2027F

GLOBAL INTERNATIONAL TOURIST ARRIVALS GLOBAL FOREIGN VISITOR EXPORTS

1,127 1,174 1,214 1,251 1,302 1,356 1,402 1,465 2,221 2010 2011 2012 2013 2014 2015 2016 2017F 2027F 646 672 693 705 743 786 807 840 1,307 2010 2011 2012 2013 2014 2015 2016 2017F 2027F

GLOBAL CAPITAL INVESTMENT IN TRAVEL & TOURISM

4.3% 4.3% 4.2% 4.1% 4.2% 4.4% 4.7% 4.8% 5.1% 2010 2011 2012 2013 2014 2015 2016 2017F 2027F

TRAVEL & TOURISM CONTRIBUTION TO GLOBAL GDP

Source: World Travel & Tourism Council 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

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U CITY PCL

9M 2017 EBITDA BREAKDOWN BY BUILDING

RECURRING INCOME PROPERTY BUSINESS – OFFICE

Office Portfolio Snapshot

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Office Building Net Floor Area (sqm) Occupancy Gracechurch Street (London) 9,701 100% Underwood Street (London) 2,731 100% TST Tower (Bangkok)* 16,128 97% Total/Weighted Average 28,560 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 119mn Underwood Street THB 5mn 3.8% Gracechurch Street THB 114mn 96.2%

9M 2017 REVENUE BREAKDOWN BY BUILDING

Underwood Street THB 1mn 0.9% Gracechurch Street THB 86mn 99.1% Section 2.1: Recurring Income Property Business – Office

*Upon Shareholder’s approval of EBT of UE

THB 87mn

Note: Underwood Street was acquired on 15 Jun 2017

Prepared by Investor Relations Department

U CITY PCL

Property Details

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

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

Investment Details

Capital Invested Purchase Price of GBP 74.3mn plus Acquisition Cost of 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

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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 of three attractive Victorian warehouse

buildings

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

upper floors. Tenants

• 1 Single tenant

NOI*

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

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Section 2.1: Recurring Income Property Business – Office

Prepared by Investor Relations Department

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 offices 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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U CITY PCL

92% 94% 90% 92% 89% 90% 91% 91% 99% 92% 95% 96% 90% 90% 92% 93% 2013 2014 2015 2016 Grade A CBD Grade A Non-CBD Grade B CBD Grade B Non-CBD 8.11 8.32 8.45 8.56 8.78 8.95 9.04 7.33 7.52 7.72 7.90 90.4% 90.4% 91.4% 92.3% 2013 2014 2015 2016 2017F 2018F 2019F Cumulative Total Supply Cumulative Total Net Take Up Occupancy of Bangkok office Space

• 200,000
• 100,000
• 100,000

200,000 300,000 2013 2014 2015 2016 2017F 2018F 2019F Grade A CBD Grade A Non-CBD Grade B CBD Grade B Non-CBD

BANGOK OFFICE INUSTRY OVERVIEW

Rising Rents and Occupancy

22

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

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

804 841 877 936 598 635 694 756 561 604 648 682 526 552 597 631 2013 2014 2015 2016 Grade A CBD Grade A Non-CBD Grade B CBD Grade B Non-CBD

Section 2.1: Recurring Income Property Business – Office

Millions of sqm Sqm THB/sqm

Prepared by Investor Relations Department

U CITY PCL

0.57 1.05 1.62 1.23 0.45 0.48 1.80 1.50 2.10 2017F 2018F 2019F New Referbished Source: JLL 6.00 3.50 4.10 7.10 7.05 6.60 5.00 5.54 3.26 3.84 6.60 6.61 6.32 4.85 92.3% 93.0% 93.7% 93.0% 93.9% 95.9% 97.0% 2010 2011 2012 2013 2014 2015 2016 Cumulative Total Supply Cumulative Total Take Up Occupancy

LONDON OFFICE INDUSTRY OVERVIEW

Consistent Demand, Reasonable New Supply Pipeline

23

OVERALL OFFICE OCCUPANCY RATE AVERAGE GRADE A RENTAL RATE BY LOCATION OFFICE SPACE SUPPLY, TAKE-UP AND OCCUPANCY NEW OFFICE SUPPLY BY TYPE

Source: JLL Source: JLL Source: JLL

OVERSEAS 92%

£70.0 £70.0 £69.0 £67.5 £65.0 £60.0 City Core Holborn Farringdon Clerkenwell Shoreditch Aldgate

Section 2.1: Recurring Income Property Business – Office

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

94.5% 95.9% 94.2% 92.3% 93.0% 93.7% 93.0% 93.9% 95.9% 97.0% 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016

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U CITY PCL

CONTENTS

24

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

Partnership roadmap 2015 2017: Target at least 4 projects totaling THB 12bn 2016 50:50 JV to develop THB 100bn worth of condominiums along the 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 5,728 Oct 2017 The LINE Sukhumvit 71 2,009 Sep 2016 The LINE Ratchathewi 2,869 May 2018 Project value (THB mn)

• Est. Transfer

Start The LINE Asoke-Ratchada 2,983 Oct 2018 The BASE Garden Rama 9 2,297 Jun 2019 The LINE Pradipat 5,810 Dec 2019 The LINE Sukhumvit 101 4,344 Dec 2019 KHUN BY YOO Thonglor 12 4,039 May 2020

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 to be Acquired

25

Section 2.2: Residential Property Business

Project value (THB mn)

• Est. Transfer

Start The BASE Phetkasem 29 1,874 Feb 2020 The LINE Sathorn 3,653 Aug 2020

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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

• Est. Transfer

Completion Foreign Participation 1 The LINE Jatujak – Mochit May 2015 5,728 841 181k 97% 100% Sep 2017 May 2018 16% 2 The LINE Sukhumvit 71 Aug 2015 2,009 291 170k 94% 100% Sep 2016 Jun 2018 49% 3 The LINE Ratchathewi Oct 2015 2,869 231 268k 98% 90% Jun 2018 Sep 2018 23% 4 The LINE Asoke-Ratchada Jun 2016 2,983 473 183k 99% 44% Dec 2018 Mar 2019 41% 5 The BASE Garden Rama 9 Sep 2016 2,297 639 110k 91% 53% Oct 2018 Dec 2018 41% 6 The LINE Pradipat Nov 2016 5,810 981 160k 67% 4% Dec 2019 Apr 2020 13% 7 The LINE Sukhumvit 101 Nov 2016 4,344 778 177k 57% 9% Dec 2019 Mar 2021 39% 8 KHUN BY YOO Thonglor 12 Nov 2016 4,039 148 383k 64% 10% Nov 2019 Oct 2021 3% 9 The BASE Phetkasem 29 Jun 2017 1,845 640 103k 68% 6% Jan 2020 May 2020 22% 10 The LINE Sathorn Nov 2017 3,653 327 273 100% 0% Nov 2020 Jan 2021 29% Total/Weighted Average 36,360 5,349 206k 82% 24%

RESIDENTIAL PORTFOLIO

THB 36bn in Condominiums Launched – Becoming a Top-Tier Developer in Thailand

26

The LINE Sukhumvit 71

Section 2.2: Residential Property Business 25,750 1,797 9,143 5,654 7,551 1,605 FY 2017 FY 2018 FY 2019 FY 2020 FY 2021 BTS-SIRI JV Presales Backlog

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U CITY PCL

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

27

71.8bn

Gross Development Value

12,800

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

CONDO LAUNCHES PRICING BREAKDOWN BUYING SENTIMENT AND AVG. HOUSEHOLD SIZE BANGKOK CONDO LAUNCHED

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

61% 56% 61% 60% 5,000 10,000 15,000 20,000 2013 2014 2015 2016 1Q 2Q 3Q 4Q Average Take-up Rate (RHS) 50,105 51,150 34,666 39,046

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 0 - 200m (CAGR +22.4%) 201 - 500m (CAGR +10.7%) 501 - 1,000m (CAGR +19.7%) Over 1,000m (CAGR +6.0%) 2013 2014 2015 2016

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 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 2014 2015 2016

Source: Colliers International (Thailand) Source: REIC, University of the Thai Chamber of Commerce

THAI CONDOMINIUM MARKET OVERVIEW

General Slowdown and A Shift Towards Higher-End Segments

28

Section 2.2: Residential Property Business

Units THB/sqm Units

2.22 2.17 2.12 2.11 2.10 2.00 2.05 2.10 2.15 2.20 2.25 40 50 60 70 80 90 Average Household Size Bangkok & Vicinities (RHS) New Residence Buyer's Confidence Index

Persons Index

Prepared by Investor Relations Department

U CITY PCL

CONTENTS

29

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 m c f n j k d e b h g l

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)

• NATIONWIDE LANDBANK PORTFOLIO

SEP 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

30

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 LINE Sathorn

i

Commercial Projects

• j. U Sathorn Hotel
• k. Eastin Grand Sathorn Hotel
• l. Eastin Thana City Hotel
• m. TST Tower
• n. The Unicorn
• . International School

j

Prepared by Investor Relations Department

U CITY PCL

CONTENTS

31

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

U CITY FINANCIAL PERFORMANCE

32 (THB mn) 2015 2016 9M 2017 9M 2017 Pro forma UE EBT INCOME STATEMENT Operating revenues 965 1,090 2,459 2,388 Operating expenses 570 366 877 878 Operating gross profit 395 723 1,582 1,510 EBITDA 46 47 (201) 759 Net profit (277) (315) (1,050) (97) Recurring net profit 34 (315) (233) (97) KEY FINANCIAL RATIOS Profitability ratios (%) Gross operating profit margin 41.0% 66.4% 64.3% 63.2% Accounting EBITDA margin 4.5.% 4.0% (7.2%) 26.5% Recurring net profit margin 2.7% (27.0%) (8.4%) (3.2%) Net profit margin (22.0%) (27.0%) (37.8%) (3.2%) Liquidity ratio Current ratio (times) 27.52x 1.21x 0.88x 1.93x Leverage (times) Total liability to total asset 0.12x 0.25x 0.56x 0.38x Total liability to total equity 0.13x 0.34x 1.28x 0.61x Net Debt to equity (0.05)x 0.23x 0.82x 0.24x

• Adj. Net debt to equity

(0.14x) 0.03x 0.82x 0.24x Per share ratios Book value per share (THB) 0.0346 0.0283 0.0319 0.0317 DEBT INFORMATION Debt 1,197 4,724 15,864 14,688 Net debt (885) 4,414 14,750 8,580 Adjusted net debt (2,719) 4,104 14,623 8,453 Cash 30 Sep 17: THB 1.11bn 30 Sep 17 Post UE: THB 6.11bn Current Investments 30 Sep 17: THB 0.13bn 30 Sep 17 Post UE: THB 0.13bn Long-Term Investments 30 Sep 17: THB 0.25bn 30 Sep 17 Post UE: THB 0.25bn Restricted Deposits 30 Sep 17: THB 0.14bn 30 Sep 17 Post UE: THB 0.22bn Gross Debt 30 Sep 17: THB 15.86bn 30 Sep 17 Post UE: THB 14.69bn Adjusted Net Debt 30 Sep 17: THB 14.62bn 30 Sep 17 Post UE: THB 8.45bn Issued Total Shares 30 Sep 17: 561.36bn 30 Sep 17 Post UE: 1,132.60bn Assets breakdown (THB mn) Liabilities & equity breakdown (THB mn) 40,804 57,591

Section 3: Financial Summary

35,285 45,596 5,520 11,995 30-Sep-17 30 Sep 17 Post UE Non-Current Assets Current Assets 17,907 35,873 16,614 15,498 6,283 6,220 30-Sep-17 30 Sep 17 Post UE Current Liabilities Non-Current Liabilities Equity Note: Pro Forma 9M results assumes completion of EBT transaction on 31 Dec 2016 for comparison with 9M 2017 actual results

Prepared by Investor Relations Department

U CITY PCL

CONTENTS

33

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 Leasehold Condominium 118 units NFA: 7,560 sqm Hotel 397 keys NFA: 20,714 sqm

3Q 2017 3Q 2021 Starts Completion

THE UNICORN, PHAYATHAI

34

Section 4: Future Projects

Prepared by Investor Relations Department

U CITY PCL

The Unicorn: Commercial Preliminary Concept Design

35

Section 4: Future Projects

Prepared by Investor Relations Department

U CITY PCL

The Unicorn: Hotel Preliminary Concept Design

36

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

37

Section 4: Future Projects

Prepared by Investor Relations Department

U CITY PCL

INTERNATIONAL SCHOOL AT THANA CITY

38

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 for up to 1,800 students from grades 1 to 12 Status Land clearance and preparation Project period 42 months Construction period 2017 Mid 2021 Starts Completion

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

POST-TRANSACTION: U CITY ORGANISATION CHART

An Integrated Property Developer Along Mass Transit Lines

40

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 Audit Committee and Chairman of Nomination and Remuneration Committee

• Mr. Thavisakdi Tanta-nanta

Independent Director / Audit Committee and Nomination and Remuneration Committee

• Mr. Surachit 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

• Mr. Voraphot Chanyakomol

Executive Director Executives

BOARD OF DIRECTORS AND EXECUTIVES

41

• Ms. Piyaporn Phanachet

Chief Executive Officer

• Mr. Voraphot Chanyakomol

Chief Financial 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

42

• 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

43

• 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

44

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 14 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 14 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

45

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

46

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

47

Appendix: Our Hotel Portfolio

Hotel Under Keys Country Hotel Under Keys Country Freehold Operating Lease 1 Eastin Grand Sathorn U City 400 Thailand 1 U Sathorn U City 86 Thailand 2 U Inchantree Kanchanaburi U City 52 Thailand 2 U Chiang Mai U City 41 Thailand 3 Eastin Thana City Golf Resort U City 200 Thailand 3 VHE Leipzig Vienna House 199 Germany 4 Eastin Grand Hotel Phayathai U City 400 Thailand 4 VHE Kronberg Vienna House 96 Germany 5 Diplomat Prague Vienna House 398 Czech Rep 5 VH Andel’s Berlin Vienna House 557 Germany 6 VHE Angelo Pilsen Vienna House 144 Czech Rep 6 VHE Berlin Vienna House 152 Germany 7 VHE Amberg Vienna House 110 Germany 7 QF Dresden Vienna House 95 Germany 8 VHE Bad Oeynhausen Vienna House 146 Germany 8 VH Andel’s Cracow Vienna House 159 Poland 9 VHE Braunschweig Vienna House 176 Germany 9 VH Warsaw Vienna House 164 Poland 10 VHE Castrop-Rauxel Vienna House 84 Germany Total Operating Lease 9 Hotels 1,549 11 VHE Coburg Vienna House 123 Germany 12 VHE Guenzburg Vienna House 100 Germany 13 VHE Angelo Katowice Vienna House 203 Poland Managed Hotels 14 VHE Airport Bucharest Vienna House 177 Romania 1 VH Dornbirn Vienna House 99 Austria Total Freehold 14 Hotels 2,713 2 Marriott Minsk Vienna House 220 Belarus 3 Andel’s Prague Vienna House 290 Czech Rep 4 Angelo Prague Vienna House 163 Czech Rep Financial Lease 5 VH 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 Munich Leuchtenbergring Vienna House 146 Germany 4 VHE Trier Vienna House 105 Germany 9 Angelo 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

48

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

49

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: Existing Warrants

Prepared by Investor Relations Department

U CITY PCL

LAND PRICE APPRECIATION ALONG MASS TRANSIT LINES FROM 2010 - 2015

50

AIRPORT RAIL LINK (RED LINE): +6.8% MRT (BLUE LINE): +9.6% BTS (MO CHIT – KUKOT): +6.1% BTS (GREEN LINE CORE NETWORK): +9.8% BTS (TAKSIN – BANGWA): +10.3% BTS (ON NUT– BEARING): +10.5% MRT (HUALUMPHONG – BANG KHAE): +11.1% MRT (BANG SUE – THA PHRA): +9.5% RAIL LINK (BANG SUE – TALING CHAN): +3.8% MRT (PURPLE LINE: BANG SUE – BANG YAI): +10.0% Overall Bangkok & Vicnities: +3.9% Appendix: Land Price Development Along Mass Transit

Source: AREA

Prepared by Investor Relations Department

U CITY PCL

LAND PRICE APPRECIATION BY ZONE FROM 2010 - 2015

51

WEST BANGKOK: +4.0%

• Taling Chan
• Kanchanaphisek
• Bhuddhamonthon

NORTH BANGKOK: +2.5%

• Don Mueng
• Rangsit
• Pathumthani

EAST BANGKOK: +3.3%

• Min Buri
• Bangkapi
• Prawet
• Ladkrabang
• Bang Na
• Bangphli

SOUTH BANGKOK: +5.5%

• Suksawat
• Pracha Uthit
• Rama II

THONBURI/ PINKLAO: +6.4% CBD FRINGE: +4.7% CBD: +6.7% Overall Bangkok & Vicnities: +3.9% Appendix: Land Price Development By Zone

Source: AREA

Prepared by Investor Relations Department

U CITY PCL

LAND PRICE APPRECIATION BY BTS STATION FROM 2010 - 2015

52

NANA 16.6% ARI 14.2% PHROM PHONG 13.6% ASOKE 12.5% THONG LO 11.2% BEARING 11.2% WONGWIAN YAI 10.7% BANG NA 10.7% PHONIMIT 10.7% RATCHATHEWI 10.7% SURASAK 10.2% EKKAMAI 10.0% SALA DAENG 9.8% BANG WA 9.8% KRUNG THON BURI 9.7% SANAM PAO 9.5% SAPHAN KHWAI 9.3% CHONG NONSI 8.8% PHRA KHANONG 8.8% ON NUT 8.8%

LAND PRICE BY STATION CAGR (Y2010 – Y2015)

Appendix: Land Price Development Along BTS Station

Source: AREA