WHA Corporation PCL Opportunity...

WHA Corporation PCL Opportunity Day Q3’2016 Result

1

“Your Ultimate Solution Partner”

Disclaimers WHA Group

The information contained in this presentation is for information purposes only and does not constitute an offer or invitation to sell or the solicitation

of an offer or invitation to purchase or subscribe for share in WHA Corporation Public Company Limited (“WHA” and shares in WHA, “shares”) in

any jurisdiction nor should it or any part of it form the basis of, or be relied upon in any connection with, any contract or commitment whatsoever.

In addition, this presentation contains projections and forward-looking statements that reflect the Company's current views with respect to future

events and financial performance. These views are based on a number of estimates and current assumptions which are subject to business,

economic and competitive uncertainties and contingencies as well as various risks and these may change over time and in many cases are outside

the control of the Company and its directors. You are cautioned not to place undue reliance on these forward looking statements, which are based

on the current view of the management of the Company on future events. No assurance can be given that future events will occur, that projections

will be achieved, or that the Company's assumptions are correct. The Company does not assume any responsibility to amend, modify or revise any

forward-looking statements, on the basis of any subsequent developments, information or events, or otherwise. These statements can be

recognized by the use of words such as “expects,” “plans,” “will,” “estimates,” “projects,” or words of similar meaning. Such forward-looking

statements are not guarantees of future performance and actual results may differ from those forecast and projected or in the forward-looking

statements as a result of various factors and assumptions.

2

Agenda

I. WHA Group Overview

IV. Recent Developments & Key Events

VI. Appendix – Financial Statements

V. Q3’ 2016 Financial Performance

II. Group Business Platform and Strategy

III. Updated Business Performance

iv) Digital Business

i) Logistics & Industrial Properties Business

iii) Utilities & Power Business

ii) Industrial Estate Business

3

About WHA Group WHA Group Overview

Largest fully-integrated industrial and logistic facility developer

in Thailand with full range of complement business supported by

world-class customers

Thailand’s No.1 Industrial Developer with the largest market share

since 2008.

Pioneer of the Built-to-Suit concept with the world-class standard

and Industrial Clusters concept to the Thai market.

Exclusive Provider of Utilities in all Operating Estates and an

active power investor to capture the growth in power business.

Our core competency lies in best-in-class quality, prime logistic

location, and the integrated one-stop service solution.

WHA is a SET-50 listed company with a market capitalization of THB

45.8 billion/1.

Remarks:/1 Information as of November 11, 2016

WHA GROUP AT A GLANCE

4

New Branding

5

WHA Group

Our 4 Integrated Business Hubs

6

WHA Group Overview

“#1 Logistics Developer

offering Varieties of Premium

Facilities uniquely serving our

Clients Needs”

Logistics

“#1 Industrial Utilities

Provider and Active Strategic

Power Investor “

Utilities and Power

“Group Spearhead for the

Upcoming New Digital

Economy”

Digital

“#1 Industrial Estate Developer

delivering World-Class Solutions to

Industrial Customers”

Industrial Development

Existing 8 operating and 4 developing and new expansion IEs in strategic cluster to serve key sectors in Thailand - total of 45,269 rais (18,108 acres; 7,329 Ha)

Net sellable area approx. 10,000 rais (3,950 acres; 1,600 Ha) consisting of 3,300 rais of operating IE and 6,700 rais developing IE

Potential geographical expansion in cross-border provinces and overseas investment

Warehouse in IEs and logistics park

Group Structure WHA Group Overview

Built-to-Suit (BTSW): World-class standard warehouses and factories

Built-to-Suit (BTSF): Premium quality factories for tenants with specific requirements

Warehouse Farm: Combination of Built-to-Suit and Ready-Built Projects at the same site

Built-to-Own (BTO):Warehouse or factory customized to client’s special needs then transfer the asset to the client

Built-to-Suit Office: Offices that are customized to customers’ specific requirements i.e. Multi-purpose offices

Ready-Built factory and warehouse in IEs and logistics park

Exclusive utilities provider in the industrial estates with high margin products and steady growth

Total demand of raw water, potable/clarified water and waste water treatment over 90 mm cubic meter/year

Active power investor with strategic partnership with reputable partners i.e. Glow Energy, Gulf Energy, B-Grimm

319 Operational Equity MW in 2015. 543 Operational Equity MW by 2019 from recent joint venture arrangements

To become one-stop service for Data Center developer and provider by way of business collaboration with reputable partners

To provide comprehensive service by installation of fiber optic in industrial estates and part of Local Loop business

Be part of the Government Initiative to promote digital economy

Industrial Estate Hub Utilities & Power Hub Logistics Hub Digital Platform

7

More than 2 million sq.m. leasable area under owned and managed asset

Existing 8 operating with 4 developing IEs with net sellable area approx. 10,000 rais (3,950 acres; 1,600 Ha)

Water: Over 90mm cubic m/year Power: 543 Equity MW with 319 Operational equity MW

Upcoming Tier-3 Data Centers in 3 locations

Group Location Map WHA Group Overview

8

Group Structure – Operating Companies WHA Group Overview

Warehouse

Asia Alliance Registered and

Paid-up

Capital – THB 310

mm

WHA

Alliance Registered and

Paid-up

Capital – THB 260

mm

WHA KPN Alliance

Central WHA

Alliance

PT WHA

International

Indonesia/1

Registered and Paid-up

Capital – US 2.0

mm

WHAPF

NAV per unit –THB 10.07/1

Paid-Up Capital–THB

9,390.6 mm

WHART

NAV per unit –THB 9.811

Paid-Up Capital–THB 6,233.3

mm/2

WHABT

NAV per unit –THB 9.98/1


mm/2

99.9% 99.9% 99.9% 99.9%

15.00% 15.00%

15.00%

Remarks: /1 NAV per unit as of November 11, 2016 /2 Including the 3rd capital reduction in 2016

9

WHA Daiwa

Logistics Property

WHA Infonite

Holding

Registered – THB 1 mm

Paid-up – THB 1 mm

Hemaraj Land and

Development PCL.

Registered – THB 6,000mm

paid-up Cap – THB 3,882mm

98.54%

89.99%

Core Business

WHA Corporation

PCL

Registered – THB 1,567.8 mm

paid-up Cap – THB 1,432.2 mm

WHAUP

Registered – THB 3,825 mm

paid-up Cap – THB 3,200 mm

99.99%

Property Funds and REITs

HPF

NAV per unit –THB 10.191

Paid-Up Capital–THB

4,700.0 mm

23.00%

HREIT (upcoming)

NAV per unit –N/A


mm

15.00%

JV Collaborations - Logistics

Gheco-One

Glow IPP

Houy Ho Power

GJP NLL

Gulf Solar

WHA Gunkul

Bowin Clean

Energy

JV Collaborations – Utilities & Power

65.00% 50.00%

51.00%

35.00%

5.00%

12.75%

25.01%

25.01%

75.00%

25.01%

Chonburi

Clean Energy

33.33%

Group Asset Management Platform WHA Group Overview

Asset Type Built-to-Suit warehouse/

factory

Built-to-Suit warehouse/

factory

Ready-Built factory/

warehouse Office building

Ready-Built factory/

warehouse

Paid-up Capital THB 6,233.3 mm /3

+(THB 3,104.7 mm) /7 THB 9,390.6mm THB 4,700.0mm THB 1,982.1 mm /3 THB 5,693.6 mm

Total Fund Raised THB 9,501.7 mm

+(THB 4,459.7 mm) THB 9,932.8mm THB 4,700.0mm THB 2,525mm THB 8,018.6 mm

NAV per unit/2 THB 9.81 THB 10.07 THB 10.19 THB 9.98 -

Market Price per

unit/4

THB 10.10 THB 11.20 THB 8.40 THB 9.90 -

Established Year 2014 2010 2013 2015 [2016]

Ownership WHA holds 15% WHA holds 15% Hemaraj holds 23% WHA holds 15% Hemaraj will hold 15%

Property Manager WHA Corporation PCL. WHA Corporation PCL. Hemaraj Land And

Development PCL.

CBRE/ WHA Corporation

PCL.

Hemaraj Land And

Development PCL.

REIT Manager WHA Real Estate

Management

Co., Ltd. /5

- -

WHA Real Estate

Management

Co., Ltd. /5

Hemaraj REIT

Management

Co., Ltd. /6

WHART

/1 Information as of November 11, 2016

/2 NAV per unit as of November 11, 2016

/3 Including the 3rd capital reduction in 2016

WHA has currently established 2 property funds and 2 REITs with the total fund raised c. THB 26,659.5 mm/1.

H-REIT is in the process, expected to complete by November 2016

H-REIT/1 HPF WHABT WHAPF

EXISTING REIT & PROPERTY FUND UPCOMING REIT

/4 Information as of November 11, 2016

/5 WHA holds 99.99% in WHA Real Estate Management Co., Ltd.

/6 Hemaraj Land And Development PCL. holds 99.99% in Hemaraj REIT Management Co., Ltd.

/7 Expected figures from the second capital injection of WHART

10 Remarks:

Shareholding Information WHA Group Overview

Shareholding Information

Major Shareholder/2

Shareholder No. of Share/3 %

1) WHA Holding Co., Ltd. 2,979,083,491 20.8

2) Ms. Jareeporn Jarukornsakul 1,624,989,569 11.4

3) Mr. Somyos Anantaprayoon 1,090,894,523 7.6

4) UBS AG HONG KONG BRANCH 422,536,360 3.0

5) CREDIT SUISSE AG, SINGAPORE BRANCH 650,337,000 4.5

6) STATE STREET BANK EUROPE LIMITED 1,384,123,015 9.7

5) Mr. Sompong Chonkadeedumrongkul 475,000,000 3.0

8) Thai NVDR Co., Ltd. 349,638,515 2.4

9) SCB Securities 299,305,200 2.1

10) Ms. Jaruwan Jarukornsakul 298,898,100 2.1

• Major shareholder 47.3 %

• Other pre-IPO shareholder /1 6.2%

• Post-IPO Investors 46.5%

Share Overview

Remarks: /1 Relatives and management directors are included in other pre-IPO shareholder portion . /2 Shareholder information as of October 11, 2016 /3 The Number of share adjusted impact of par split with new par value of THB 0.1 /4 Major shareholder holds 47.24% of the total outstanding shares while parts of major shareholders shares are hold via UBS AG Hong Kong Branch and Credit Suisse AG Singapore Branch. /5 Market capitalization are calculated based on market price on October 25, 2016 /6 The price is adjusted according to par split from THB 1 to THB 0.1 per share

Ticker Reuter WHA.BK

Ticker Bloomberg WHA TB

Par Value THB 0.1

Market Capitalization/5 THB 46,691.12 mm

Market Capitalization USD 1,332 mm

Average 1-Year Daily Turnover THB 221.10 mm

Share Issued (share) 14,322,430,077

12-Month High/Low Price /6 THB 3.70/2.56

Foreign Limit 49%

Dividend Policy ≥40% of Net profit

Major Shareholder /4

Paid-up Capital

(THB 1,432.2 mm)

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Agenda










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Group Business Platform Group Business Platform and Strategy

Fully Integrated Industrial & Logistics Facility Developer to Provide Total Solution for Both Inbound And Outbound Investment Opportunities

Realignment of Recurring Income Base from Industrial, Logistic, Utility & Power, And Digital Hub

Asset-Light Model by Recycling Capital to Enhance Shareholder Value

New Product Initiatives by way of Partnership with Various Strategic Investors

1

2

3

4

13

Group Business Platform and Strategy

Fully Integrated Industrial & Logistics Facilities Developer ready for inbound and Outbound Investment Opportunities

Upward Integration Complementary

Business

Industrial Estate

Built-to-suit

• Utilities (Water)

• Power

Horizontal

Integration

• Warehouses

• Factories Ready-

built Factories

Ready-

built warehouses

• Move up value chain by immediately having land bank located in

strategic locations (Central and Eastern region, all of which are

non-flood area)

• Apart from 538 equity MW under IPP and SPP in our portfolio

which will grow in line with the growth of IEs, we also focus on the

high-value product from utilities and power business particularly

renewable energy e.g. waste-to-energy and solar rooftop to

generate stable income while serving the customers on the

industrial estates

• Increase its product variety of Ready-Built warehouse and factory

to cover full logistic value chain and expand its customer base

WHA Together with Hemaraj Becomes Fully-Integrated

Industrial & Logistic Developer

• WHA together with Hemaraj would be renowned for its excellence

in providing total solutions for industrial and trade inbound

investments

• Increase our readiness to spearhead neighboring countries

expansion i.e. Cambodia and Vietnam by leveraging on current

Hemaraj’s effort to create IE platform in those countries

• Upon the opening of AEC in late 2015 and future infrastructure

development among ASEAN countries, Thailand would be

investment hub of increasing importance and thus we would be

more than ready to tap these new opportunities

WHA is Well-Equipped for Both Inbound and Outbound

Investment Opportunities

Enhance WHA’s built-to-suit warehouse and factory business by

increase product variety and move up value chain

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Realignment of Recurring Income from Industrial, Logistics, Utilities & Power and Digital Hubs

• To become one-stop service for

Data Center developer together

with managed services and

provider by way of business

collaboration with reputable

partners

• To Capitalized on the fully

integrated business model with

the group to lay the fiber optic

network on local loop business in

Industrial Estates

• Existing 8 operating and 4

developing and new expansion

IEs in strategic cluster to serve key

sectors in Thailand - total of 45,269

rais (18,108 acres)

• Net sellable area approx. approx.

10,000 rais (3,950 acres; 1,600

Ha) consisting of 3,300 rais of

operating IE and 6,700 rais

developing IE

• Potential geographical expansion

in cross-border provinces and

overseas investment

“Thailand No.1 Industrial Estate

Developer with Largest Market Share since 2008”

“Proactive in Providing

Comprehensive Data Solutions and

Platform to Leading MNCs and Thai Companies”

• Exclusive utilities provider in the

industrial estates with higher

margin products and steady

growth

• Active power investor with

strategic partnership with reputable

partners i.e. Suez Energy, Gulf-

Mitsui, J-Power, and B-Grimm

• Focus more on renewable energy

e.g. waste-to-energy and solar

rooftop with secured feedstock

• Built-to-Suit distribution center and

warehouse in prime location to help

customers optimize long-term logistic

cost

• Built-to-Suit factory with cross referral

of customer base for Hemaraj in high

value sectors e.g. automotive

• More Built-to-Suit sophisticated

products i.e. cold storage, multi-temp

DC and E-Commerce DC

• Ready-Built factory and warehouse in

IEs and logistic park

• New geographical expansion e.g.

Indonesia and Vietnam

“Thailand No.1 Built-to-suit Logistics

Facilities Developer Who Pioneered This New Concept to Thai Market since 2006”

“Sole Supplier of Water and other Utilities

Infrastructures for security to our

customers in Industrial Estates & Strong Partnership with leading power operators”

Fully Integrated Business

Model

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Asset-Light Model by Recycling Capital to Enhance Shareholder Value

Highly Stable CF from

Investment

Utilize Recurring

Income Stream

Well-balanced Portfolio and

Capital Structure

All Invested Assets

Generate Revenue

Strong track record in

terms of occupancy rate

To hold minimal non-

income generating

assets

Strong Stability of

Rental Profit

Secured LT contract

with growth in rental

rate

Attractive EBITDA

margin

Low maintenance cost

Capital Structure

Optimization

Asset-Optimization

Model

Optimization of return on equity (ROE) to shareholder through the asset monetization program via

Property Fund/ REIT to optimize long-term capital structure and achieve return-enhancing strategy

Rental Business Developing Business

Expedited growth of investment

Earning from asset monetization

Recurring income from dividend and asset

management fee

Complementary business model of property company with strong CF stability and Property Fund/ REIT leads

to accelerated growth, high efficiency, and high margin business model capturing full value chain

Capital Recycling Model

Through Property

Fund/REIT

16


New Product Initiatives by way of Partnerships with various strategic Investors

Built-to-Suit

Logistics

Facilities - Warehouse - Distribution Center

Built-to-Suit

Factory

Warehouse Farm

Other Recurring

Asset - Office

Other

Potential

Utilities

Products

Utility Business

Industrial Estate

Power

Business

Renewable

Energy (VSPP) + +

Ready-built

warehouse & factory

+ Data

Center

Other Multi-

Model

Logistic

Mode

- Right of use from

gas and steam

pipeline

- Revenue-sharing

from

telecommunication cable

- Waste-to-

energy - Solar Rooftop

New product initiatives Spearheading into

new frontiers or

entering into new

business ventures,

WHA will leverage

on the business

partnership with local

partners and/or

strategic investors to

succeed in the new

initiatives

Strategic Partnership

- Common

Service

- Advance

Service

- Platform as a

service

- Sea Port - Railway

17


Key Developments in Thailand

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New Growth Engine: 10 Targeted Industries Eastern Economic Corridor (EEC)

• The corridor through Chon Buri, Rayong and Chachoengsao has been designated for development as a high-tech industry cluster, to become Asean's leading economic zone for industrial, infrastructure and urban development

• The project is aimed to accommodate the 10 targeted industries

• The EEC will also rely on infrastructure development, including air, land, rai and water links to cut logistic cost

• The EEC is also set to become a water transport hub, linking the Dawei deep-sea port in Myanmar with Sihanoukville in Cambodia and Vung Tau port in Vietnam

Source: BOI, NESDB, Fiscal Policy Office, and MOF

1 2


Key Developments in Thailand (Cont’d)

MOTORWAY

Pattaya – Maptaphut

Saraburi – Nakorn Rachasima

Bang Yai – Kanchanaburi

DOUBLE-TRACK RAIL

Chachoengsao – Klong Sib Kao – Kang Koi

Hua Mark – Chachoengsao

Chachoengsao – Sri Racha – Laem Chabang

HIGH-SPEED TRAIN

Bangkok – Rayong

Bangkok – Nakhon Ratchasima

Bangkok – Chiang Mai

AIRPORT

U-Tapao

Aerospace Cluster

MRO

OEM

Air Cargo & Logistics Hub

SEAPORT

Laem Chabang Ph.3

Maptaphut Ph.3

1

2

3

4

5

Development & Linkage of Multi-Model Transportation Network in Chonburi & Rayong and Other Strategic Locations Promoted by Government Initiatives

3


19

Key Developments in Thailand (Cont’d)

• Activity classified under eligible BOI categories

• Located in the designated provinces for each relevant clusters

• 13-year* corporate tax exemption and additional 5-year reduction of 50%

• Import duty exemption on machinery

• Double deduction on utility costs

• Deduction for qualified infrastructure costs

• Leasehold max 99 years

• Personal income tax exemption for renowned specialists who work in the specified areas both Thai and Foreign

• Have cooperation with academic institutions / research institutions

• Relaxation on foreign currency

1

2

3

4

5

6

7

8

9

10

Newly Proposed BOI Scheme 4


20

21

Group Strategy

Logistics Hub

Expand to ASEAN Countries and new area including Indonesia, Vietnam, Myanmar, Malaysia and Cambodia

Capitalize on government policy focusing on high-value industry clusters

Diversify and focus on high-value rental properties

Industrial Estate Hub

Extend our Leadership as Thailand’s No 1 Industrial Estate in Thailand

Establish our premium brand in strategic regional countries to expand our international footstep

Expand towards high-value integrated property projects (“Specialized Estates”)

Utilities & Power Hub Integrate solutions in utilities and power

businesses, expand to other market segments with world-class operation and services

Expand to strategic regional countries by leveraging on our WHA Group brand , expertise and customer base

Digital Hub • Be leader in Data centers with linkage in the region

• Be leader in Managed services with Platform and Data Centers as Cloud Service provider


Agenda

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Summary of Business Performance 2015 Updated Business Performance

Industrial Hub

No. 1 by Land Sale with more than 30% consistent market share over the past decade

In 2015, the group of companies sold industrial estate land total of 1,043 rais or around 49% of the market share

In 2015, industrial estate land sale generated revenue approx. THB 3,930 mm1

Utilities & Power Hub

Utilities Business – Driven by the demand in raw, potable water and waste water management, which grew at 8% and 10% respectively

Power Business - The company group currently holds stakes in 6 power projects with approx. 321 operating equity MW. The company group also has signed PPA for 7 power projects with additional 220 operating equity MW

Total income3 generated from the Utilities & Power Hub is THB 2,540 mm4

Digital Hub

On process of studying and developing the project

Expect to complete the initial project and generate revenue within 2016

Remarks: 1/ Full-year performance for industrial estate business is THB 4,679 mm

2/ THB 675 mm portion of rental income is contributed from Hemaraj, but its full year performance for industrial properties is THB 869 mm

3/ This income is the combination of revenue from utilities service and share of profit from investment in power business

4/ Full-year performance for power and utilities businesses are THB 1,232 mm and THB 1,923 mm respectively

Logistics Hub

During 2015, the group of companies secured additional new contracts of approx. 223,028 sqm. which consists of: - Built-to-Suit and warehouse

farm (WHA): approx. 203,028 sqm.

- Ready-Built (Hemaraj): approx. 20,000 sqm.

Revenue contribution from rental properties in 2015 worth around THB 1,409 mm2 increased from THB 551 mm in 2014

In 2015, the company group has completed 2 asset monetization - Asset monetization to

WHART: Total net proceeds THB 3,724 mm

- Office buildings monetization to WHABT: Total net proceeds THB 2,075 mm

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Key Business Plan 2016

Industrial Hub Utilities & Power Hub Digital Hub Logistics Hub

Balancing growth of auto and non-auto segments

Automotive – gradually reap the benefit of AEC, as the CLMV home turf for auto makers. The ripple effect is magnified by supply chain of auto parts Non-Auto – Diversification of export processing industry, Consumer Product and Petrochemical

Maintain No.1 Built-to-Suit logistics facilities developer

Enhance recurring income from the best utilization of industrial estate to serve customer requirement

Utilities • Gradually change the

product mix to potable water (replacing raw water)

• To develop natural gas distribution and local loop fiber optic

Power • SPPs development is on

plan with new SPP targeted to COD in 2016-2019 of 7 SPPs

To become one-stop service for Data Center developer

To differentiate the data center with the flexible locations in prime area and Tier-3 like technology as well as the comprehensive common facilities solution to capture wide range of customers

Continue to capitalize on the early stage of the modernized warehouse and distribution center Synergy with Hemaraj regarding the BTS factory customer base in high value sectors e.g. automotive Large scale of BTS factories are expected to finalized in strategic locations

Financial Perspective

• Pre-sale 1,100 rais

• 50-50 Auto vs Non-

Auto by number of

contract

• Pre-leased/ new

contract area 250,000

sqm

• 5%-10% growth in

utilities revenue

• 5%- 10% growth in

share of profit in power

• Realization of Revenue

within 2016

To optimize the capital structure and minimize the interest cost by way of loan refinance

1 2 3 • Year-end Gearing Ratio 1.5-

1.7x

• CAPEX approx. THB 6000mm-

6,500mm

Unlock value under Hemaraj assets at the right time • Monetization of RBF/RBW to H-REIT: THB

6,000mm (net proceed) during Q4 2016 • Listing of utility & power within Q1 2017

Free to mobilize the cash flow within the group after delisting

To issue the Bond and B/E to mainly refinance the high cost of loan and support business expansion

24

Updated Business Performance

Recap – Overall Funding Structure

Total Consideration

THB 43,258 mm /1

Equity

THB 11,367 mm

Bank Loan (WHA)/2

THB 31,891 mm

THB 8,000 mm

Remark: 1/ The amount already includes the up-front fees that are subjected to the loan arrangement.

2/ The amount of bank loan also covers all the up-front fees—arranger fee and commitment fee—under the bridging loan part with the

total amount of THB 275 mm

THB 23,891 mm

Bridging Loan (2 Yr) LT Loan (7 Yr)

25


Completed

Net Proceed (THB mm)

Entity Net Repayment

Amount (THB mm)

Due date

1. Net Proceeds for Repayment from Hemaraj Non-core Asset 3,003 Hemaraj 2,789 Jul 2015

2. Dividend from Hemaraj’s Normal Operation (2H14 – 1Q15) 1,296 Hemaraj 1,204 Jul 2015

3. Net Proceeds for Repayment from WHA Office Buildings 2,075/1 WHA 2,075 Nov 2015

4. Net Proceeds for Repayment from WHA-W2 Exercise 3,181 WHA 3,181 Dec 2015

5. Net Proceeds for Repayment from WHA’s WH #1 3,729/1 WHA 1,206 Dec 2015

6. Additional Loan for Tender Offer to Delist Hemaraj (2,419) WHA (2,419) Mar 2016

7. Internal Cash (On-Lend Transaction) 1,000 Hemaraj 1,000 Mar 2016

8. Refinance by Other Financial Instruments/2 7,560 WHA 7,560 Jun 2016

9. Long-term Loan Recapitalization/3 13,000 Hemaraj, WHAUP 13,000 Jul 2016

Total Interest Payment (Mar’15 – Feb’16) (1,350)

Net Loan Repayment 28,246

Actual Payment of the Acquisition Loan

Remarks: 1/ This amount is net off the set up cost, transaction cost, and reinvestment. THB 1,206 mm is used to repay acquisition loan and THB 2,454 mm is used to repay normal

operating loan

2/ WHA issued 2 tranches of bonds worth THB 3.5 billion on 29 April 2016.

3/ Long-term loam recapitalization will be repaid by the IPO proceeds of Utilities & Power Spin Off of THB 5,000 mm.

The Remaining Acquisition Loan THB 3,645 mm

26


Expected Repayment Plan for Acquisition Loan

Remaining

Acquisition Loan

THB 3,645 mm

Net proceeds monetization

as part of joint venture with

Daiwa House Industry

THB 1,500 mm (Q4’ 2016)

Remaining Acquisition Loan

THB 2,145 mm

Net proceeds monetization

from HREIT

THB 6,800 mm (Q4’ 2016)

Remaining Acquisition Loan

THB 0 mm

Remaining Cash

THB 4,655 mm

To repay the existing Corporate Loan to

avoid negative carry.

Remarks:

• Excluding the proceeds from WHA’s assets monetization to WHART.

27


Long-term Loan

Recapitalization

THB 13,000 mm

Net proceeds from Utilities &

Power Spin Off

THB 5,000 mm (Within Q1’ 2017)

Remaining Long-term Loan

Recapitalization

THB 8,000 mm

Overall Interest-bearing debt

28


Consolidated

Interest Bearing

Debt

14,145 14,900 19,360 20,580 13,933

14,947 14,139 14,139

16,638

16,962

- --

10,500

10,500 18,536 19,955 16,645

3,645

-

10,000

20,000

30,000

40,000

50,000

60,000

2015A 1Q 2016A 2Q 2016A 3Q 2016F 4Q 2016F

WHA HEMRAJ WHAUP Acquisition Loan

Long-term Loan Recapitalization

- HEMRAJ = THB 2,500 mm

- WHAUP = THB 10,499 mm

47,627 48,993 49,935

THB mm

HEMRAJ REIT

Proceed from

Assets

Monetization from

Joint Venture with

Daiwa House

Industry

WHART Capital

Increase #2

Projected Interest-Bearing Debt

41,993*

Remarks:

* Utilities & Power spin-off within Q1 2017

52,143

14,145 14,900 19,152 19,723 15,006

14,947 14,139 14,139

18,277 16,777

- --

10,499

10,499 18,536 19,955 16,645

3,645

-

10,000

20,000

30,000

40,000

50,000

60,000

2015A 1Q 2016A 2Q 2016A 3Q 2016A 4Q 2016F

WHA HEMRAJ WHAUP Acquisition Loan

2.99x3.42x 3.33x

2.20x2.51x 2.53x 2.63x

1.90x

0.00x

0.50x

1.00x

1.50x

2.00x

2.50x

3.00x

3.50x

4.00x

1Q 2015A 2Q 2015A 3Q 2015A 4Q 2015A 1Q 2016A 2Q 2016A 3Q 2016A 4Q 2016F

Gearing Ratio

Consolidated

Gearing Ratio

Projected Gearing Ratio

WHA Office REIT

Proceed from

Warrant Exercise

WHART Capital

Increase

Covenant 2.5x

Long-term Loan

Recapitalization

- HEMRAJ = THB 2,500 mm

- WHAUP = THB 10,499 mm

Remarks:

* Utilities & Power spin-off within Q1 2017, afterwards the expected consolidated gearing ratio will be 1.3 times

HEMRAJ REIT

Proceed from Assets

Monetization from

Joint Venture with

Daiwa House

Industry

WHART Capital

Increase #2

29


*

Agenda

30











2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 Q3 2016

294,261

Overview Logistics & Industrial Properties Business

Unit: Sqm.

88,913 141,619 141,619 169,433 192,341

298,139

505,051

1,108,740

891,286

• Built-to-Suit distribution center and warehouse in prime location to

help customers optimize long-term logistics cost

• Built-to-Suit factory with cross referral of customers from HEMRAJ

esp. those in high value sectors e.g. automotive

• Sophisticated Built-to-Suit product e.g. cold storage, multi-temp DC,

and E-Commerce DC

• Ready-Built factory and warehouse in IEs and logistic parks

• Geographical expansion e.g. Indonesia and Vietnam

• WHA Group Target for 2016 is 250,000 sqm.

Total

2,107,485

1,975,792

31

Asset Under Management

Group-Owned assets and preleased

32

Logistics Location Map

Ice

U-Tapao Airport

Bangkok Port

Laem Chabang Port

Map Ta phut Port

Bangna-Trad K.M.19

Bangna-Trad Km.18

Bangna-Trad Km.19

Lardkrabang

Chonburi

Bangna-Trad Km.20

Saraburi

Amata City

Bang pa-in

Wang-Noi K.M.61

Outer East Bangkok Zone(Bangna-Trad Rd, K.M.18-23) (Chonburi)(Lardkrabang)- Convenient access to the City Center of Bangkok,

Suvannabhumi Airport, and LaemchabangSeaport

Industrial Estate Zone(Hemaraj, Saraburi)(Amata City, Rayong)

- Tax privileges from BOI

- Comfortable access to Suvannabhumi Airportand Laemchabang Seaport

2Outer North Bangkok Zone(Bang Pa-in, Ayuthaya)(Wangnoi, Ayuthaya)

- A logistic hub to North and Northeast regionof Thailand

Remark: Portfolio as of 31 March 2016

Built-to-Suit project

Warehouse Farm project

WHAPF/WHARTPort

Airport

Bangna-Trad Km.23

3

1

Prachinburi

Bangna-Trad Km.18

Chonlaharnpichitl

Laemchabang 4

Rama II 140 rais

99 rais

11 rais

217 rais

155 rais

137 rais

79 rais

190 rais

200 rais

49 rais

30 rais

14 rais

35 rais

55 rais

69 rais

Total = 1,363 rais

Total = 211 rais

Total = 176 rais

Outer South Bangkok Zone(Samut Sakorn)- A logistic hub for cold storages

Total Land 2,144 RaisWHA Group 1,236 RaisWHAPF/WHART 908 Rais

135 rais

Up-Country(Khonkaen, Surathani, Lumpoon)

- To serve client’s business expansion

5

Total = 254 rais

Total = 140 rais

Lardkrabang35 rais

Bangna-Trad Km.2365 rais

48 raisSaraburi

Amata City13 rais

Bangna-Trad Km.76 rais

Chonburi120 rais

Lam Luk Ka 79 rais

Amata City25 rais

Bang Bua Thong 19 rais

Logistics & Industrial Properties Business

33

Logistics Properties - Performance

2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 Q3 2016

294,261

389,982

147,086

256,434

258,330 152,532

88,913 141,619 141,619 169,433 192,341

298,139

505,051

1,108,740

891,286

63,159 207,043

101,531

18,565

266,829

233,030

255,462

762,254 557,089

220,763

1,268,411

242,619

56,756

314,596

762,254

1,376,224

Area Completed– Area that currently generates revenue

Area Available for Lease – Area that is available to serve immediate demand

Area Pre-Leased – Area that is leased before the construction is finished

Area Sold to WHAPF/WHART/WHABT – Area that is sold to the property fund or REIT

Developed/ Developing & Occupied area for 2006-Q3’16

OR 100% 100% 100% 100% 100% 100% 100% 100% 80% 92% 85%

During Q3 2016, WHA secured pre-lease area/ new contracts for Built-to-Suit, warehouse farm and RBF/RBW totals 29,100 sqm. During 9M 2016, WHA secured pre-leased area/ new contracts for Built-to-Suit, warehouse farm and RBF/RBW totals 96,028 sqm. During 2015, WHA sold assets to WHART with total leasable area of 174,913.55 sqm. And sold office buildings to WHABT with total

leasable area of 30,251 sqm. The company has land bank for logistic properties approx. 696,855 sqm.1

Unit: Sqm.

Remarks: 1) This area is calculated from the estimated ratio of 1-rai of land = 1,000-sqm leasable area; the actual constructed area is subject to change depending on actual design to suit with clients’ requirement


34

Industrial Properties - Performance

Our industrial properties performance remains of high stability despite slowdown of Thai economy and poor investment sentiment

At the end of 9M 2016, total RBF and RBW rented area under HRD is 209,360 sqm and 93,871 sqm respectively.

At the end of 9M 2016, there were 103,476 sqm under HPF.

During 9M 2016, we obtained the pre-leased/new contract area of RBF/RBW totals 21,943 sqm.

RBF Rented Area RBW Rented Area


16,820

72,145

82,435

100,082 93,871

0

20,000

40,000

60,000

80,000

100,000

120,000

2012 2013 2014 2015 9M'16

Sqm

HLP under HRD Commulative Rent

159,038

235,809

175,274 192,252 193,608 209,360

122,094 109,818 105,978

103,476

159,038

235,809

297,368 302,070 299,586 312,836

0

50,000

100,000

150,000

200,000

250,000

300,000

350,000

2011 2012 2013 2014 2015 9M'16

Sqm

RBF under HRD Commulative Rent Under HPF Rent

Well-Known Tenant Profile

35


Well-Known Tenant Profile

WHA

WHAPF

WHART

WHA

16%

20%

26%

29%

9%

Asia

Europe

Japan

Thai

America

44%

26%

23%

7%

FMCG*&Healthcare

3PL**

Manufacturing

Other

37%

26%

22%

15% FMCG*&Healthcare

3PL**

Manufacturing

Other

12%

26%

50%

12%

Asia

Japan

Thai

America

36


Remarks:

Information as of Q3’2016

Agenda

37











38

Industrial Estate Business

Industrial Estate Business - Performance

No. 1 by Land Sale with more than 32% market share over the past decade

Year Market (rai) Hemaraj (rai) % Market

1H16 629 351 56% 2015 2,121 1,043 49%

2014 1,576 665 42%

2013 4,746 2,200 46%

2012 10,872 2,317 21%

2011 5,457 1,670 31%

2010 3,622 930 26%

2009 901 144 16%

2008 4,170 1,621 39%

Total 34,094 10,941 32%

32% Market

Share with

over 10,000 rai

of Total Land

Sales from year

2008 until now

Source: CBRE Bangkok property report as of 2Q’16

2,200

665

1,043

156 302

511 653

0

500

1,000

1,500

2,000

2,500

2013 2014 2015 3Q'15 3Q'16 9M'15 9M'16

Our Land Sales Record and Market Share

Unit: rai

39

Industrial Estate Business – Customer Profile

Customer Profile by Country Customer Profile by Industry

The total number of customers through 3Q’ 2016 consists of 683 customers with total 1,029 Contracts

Industrial Estate Business

Auto 34%

Consumer 14%

Petrochemical 9%

Steel/Metal 9%

Electronics 8%

Building Material

7%

Logistics 5%

Others 14%

Japan 38%

Thailand 19%

Europe 11%

USA 9%

Australia 5%

Taiwan 3%

India 2%

China 3%

Korea 2%

Other Asia, 7%

40

Industrial Estate Business – Customer Profile Industrial Estate Business

11

19 23 25

9 9

1

5

5 3

0 0

0

8

11

4

2 3

2

1

3

7

3

5 1

1

4

6

6

1 1

4

2

5

15

13

8 7

3

3

5

8

4

4

1

2

5

2

2

2

19

49

80

60

31

22

15

0

10

20

30

40

50

60

70

80

90

2010 2011 2012 2013 2014 2015 9M'16

Number of New Customers by Industry

Auto Building Material

Consumer Electronics

Logistics Others

26 29 33 42

13 10 4

6 5

6

3

9 14

6

3 6

4

2

11 5

6 2

2

1

18 14

2

4

2

11

20

15

10

8 4

5

9

9

8

5

1

3

2

5

3

1 5

41

74

115

101

42

28 26

0

20

40

60

80

100

120

140

2010 2011 2012 2013 2014 2015 9M'16

Number of Contract by Industry

Auto Building MaterialConsumer ElectronicsLogistics OthersSteel/Metal Chemical/Petrochem

Consumer Petrochemical Steel/Metal

41

Well-Known Customer Profile Industrial Estate Business

Automotive

42

Investment in Vietnam – Why Vietnam? Industrial Estate Business

43

Investment in Vietnam – Why Vietnam? (Cont’d) Industrial Estate Business

44


Rank Country Score Trend

1 China 100.0

2 USA 99.5

3 Germany 93.9

4 Japan 80.4

5 South Korea 76.7

6 United Kingdom 75.8

7 Taiwan 72.9

8 Mexico 69.5

9 Canada 68.7

10 Singapore 68.4

11 India 67.2

12 Switzerland 63.6

13 Sweden 62.1

14 Thailand 60.4

15 Poland 59.1

16 Turkey 59.0

17 Malaysia 59.0

18 Vietnam 56.5

19 Indonesia 55.8

20 Netherlands 55.7

Rank Country Score

1 USA 100.0

2 China 93.5

3 Germany 90.8

4 Japan 78.0

5 India 77.5

6 South Korea 77.0

7 Mexico 75.9

8 United Kingdom 73.8

9 Taiwan 72.1

10 Canada 68.1

11 Singapore 67.6

12 Vietnam 65.5

13 Malaysia 62.1

14 Thailand 62.0

15 Indonesia 61.9

16 Poland 61.9

17 Turkey 60.8

18 Sweden 59.7

19 Switzerland 59.1

20 Czech Republic 57.4

In 2016…

Vietnam to overtake

Thailand in the next 5 years

in the next 5 years…

Source: Deloitte

Transcending Manufacturing Competitiveness 2

“Manufacturing Competitiveness Index reflecting potential improvements in cost competitiveness, workforce productivity and infrastructures“

45


46


Strategic Location 4

Japan China

Hong Kong Taiwan

South Korea

Indonesia

Brunei

Malaysia

Singapore

Vietnam

Cambodia

Laos

Myanmar

North Korea

Thailand

Gateway to Major Markets Well-Developed Transportation Infrastructure

Proximity to China, South Korea and

Japan

Rail: 2,600 km

• Mostly single track

Air: 22 airports

• 10 International, 12 Domestic

Road: 195,468 km

• Paved –148,338 km

• Unpaved – 47,130 km

Sea: 69 seaports

• Major Ports: Saigon Port and Hai Phong Port

Source: CIA World Factbook, Wikipedia, World Bank, ICAO, VPA

47


48

Investment in Vietnam – Nghe An Project Overview Industrial Estate Business

49

Investment in Vietnam – Nghe An Project Overview (Cont’d) Industrial Estate Business

Approx. area: 2,040 ha


50

Investment in Vietnam – Nghe An Project Overview (Cont’d) Industrial Estate Business



Agenda

51











Utilities & Power Business

Utilities Performance

A slight decrease in utility demand due to lower raw water consumption mainly as a result

of Glow IPP Plant shut down

Unit: Million cubic meter

52

24.8 23.4 22.0 21.2 18.7 14.9 12.4

28.4 34.6 38.5

41.4 42.8

32.4 33.8

23.8

28.4 29.5 31.3 32.4

24.8 23.8

53.3

58.0 60.5

62.6 61.6

47.3 46.2

2011 2012 2013 2014 2015 9M'15 9M'16

Raw Water Potable & Clarified Water Waste Water

Utilities & Power Business

Power Performance

53

Project Type Fuel Location Owner

ship Total MW

Equity

MW

COD

(Yr)

Operating Phase

Glow IPP IPP Gas Co-gen HCIE 5.00% 713 35.7 2003

Houay Ho IPP Hydro Laos 12.75% 152 19.4 1999

Gheco-One IPP Coal Map Ta Phut

IE 35.00% 660 231.0 2012

GJP NLL SPP Gas Co-gen HRIL 25.01% 122.5 30.6 2013

Gulf Solar VSPP Rooftop Solar HLP1, HCIE,

HESIE, ESIE 25.01% 0.6 0.1 2014

WHA Gunkul VSPP Rooftop Solar Bangna-trad,

Wongnoi 75.00% 3.3 2.5 2014

Operating Phase total 19.34% 1,651.4 319.3

We continue expanding our quality portfolio of power investment, with 543 MW of equity

capacity in operation by 2019

Current Portfolio Committed Portfolio

Project Type Fuel Location Owner

ship

Total

MW

Equity

MW

COD

(Yr)

Construction Phase

Bowin Clean

Energy w/B

Grimm

SPP Gas Co-gen HCIE 25.01% 135 33.8 Nov-16

GVTP w/Gulf MP SPP Gas Co-gen ESIE 25.01% 130 32.5 May-17

GTS1 w/Gulf MP SPP Gas Co-gen ESIE 25.01% 130 32.5 Jul-17

GTS2 w/Gulf MP SPP Gas Co-gen ESIE 25.01% 130 32.5 Sep-17

GTS3 w/Gulf MP SPP Gas Co-gen HESIE 25.01% 125 31.3 Nov-17

GTS4 w/Gulf MP SPP Gas Co-gen HESIE 25.01% 125 31.3 Jan-18

Construction Phase total 25.01% 775 193.8

Pre-Investment Phase

GNLL2 w/Gulf MP SPP Gas Co-gen HRIL 25.01% 120 30.0 Jan-19

Pre-Investment Phase Total 25.01% 120 30.0

319 Operating Equity MW in 2015 543 Operating Equity MW in 2019

Agenda











54

Recent Development and Location Digital Business

55

Data Center

Upper

Tier

Lower

Tier

Number of Data

Centers

3 1

Location Zone Vibhavadi-Rangsit

Bangna-Trad

Eastern Seaboard

(Rayong)

Bangna-Trad

Shareholdering

Structure

Owned 100% by

WHA

Joint Ventures

Local Loop

Implementing Local Loop as a Managed Service inside

our Industrial Estates

Establishing 3 Data Center Zones

Recent Development

Agenda











56

Recent Developments & Key Events

Recent Developments/Key Events

3

2 Projects to be injected in WHART with the total leasable

area of 159,141 sqm.

Sale value: approx. THB 4,190 mm

WHART’s max fund raised: THB 4,467.9 mm

Filling effective: Nov 1, 2016

RO Notification Period: Nov 22 - 28, 2016

PO Subscription Period: Nov 29 - Dec 1, 2016

Asset Transfer: Dec 2016

Approval of Bond Issuance of THB 7,000 mm in

2016 from AGM 1/2016 on Apr 25, 2016

In 3Q2016, WHA completed total bond issuance of

THB 1,800 mm

28 Jul 2016 – THB 300 mm (3 yrs 2 days, 3.75%)

16 Sep 2016 – THB 1,500 mm (3 yrs, 4.00%)

By the end of 3Q2016, WHA has issued bond totaling

THB 6,260 mm

4

New Bond Issuance

Upcoming

Asset

Monetization

to WHART

5

Upcoming

Asset

Monetization

to HREIT

WHAUP IPO

JV agreement signed on July 26, 2016

2 Seeding Projects (Laemchabang and Bang-na Trad)

to be sold JV Co. with total amount of approx. THB

2,351.5 million

Shareholder Structure: 51% held by WHA and 49%

held by Daiwa

Expected asset transfer: within end of Nov

Filling effective: Oct 31, 2016

Hemaraj’s asset approx. 261,314 sq.m. to be monetized to

HREIT

HREIT’s estimated fund raised: approx. THB 8,019 mm

Subscription (WHART Unitholders): Nov 9 – 11 & 14

Subscription (remaining portion): Nov 15 - 18

Asset Transfer: Nov 2016

57

Joint Venture with DAIWA

Filing submission: Sept 6, 2016

Offering: 30% of total shares (post IPO)

1

2

Recent Developments/Key Events (Cont’d)

NEW BOND ISSUANCE 1

17 Mar 2016

THB 200 mm

3 yrs 3.70%

29 Apr 2016

THB 3,500 mm

3 yrs 3.85%

PO + PP

4 yrs 4.10%

19 May 2016

THB 150 mm

3 yrs 3.75%

9 Jun 2016

THB 230 mm

3 yrs 3.85%

21 Jun 2016

THB 280 mm

3 yrs 3.85%

28 Jul 2016

THB 300 mm

3 yrs 3.75%

16 Jun 2016

THB 100 mm

3 yrs 3.85%

Type THB, unsecured and unsubordinated debentures Placement PO = THB 2,500 mm

PP to institutional and/or high-net-worth investors = THB 1,000 mm

58


16 Sep 2016

THB 1,500 mm

3 yrs 4.00%


Location Asset Type and Approx. NLA

Eastern Seaboard Industrial Estate (Rayong) (ESIE) Hemaraj Eastern Seaboard Industrial Estate (HESIE) Hemaraj Chonburi Industrial Estate (HCIE) Hemaraj Logistics Park 1 Hemaraj Logistics Park 2 Hemaraj Logistics Park 4

Asset Type and NLA Factory 167,372 sq.m. Warehouse 93,942 sq.m. Total Leasable Area 261,314 sq.m.

• Total net leasable area to monetize is approx. 261,314 sq.m.

• HREIT’s expected fund raised: approx. THB 8,019 mm

UPCOMING ASSET MONETIZATION TO HREIT 2

59


31 Oct Filing Effective Date

9 – 11 & 14 Nov

Subscription: WHART Unitholders (Pre-emptive Right)

15 - 18 Nov Subscription: Hemaraj and/or its affiliates, sponsor’s patronage, institutional investors, underwriter’s patronage, selling agent’s patronage


Asset Building (sqm)

Rooftop (sqm)

Snapshot

WHA Mega Logistics Center Lardkrabang Lardkrabang, Bangkok

95,110.00 59,986.30

WHA Mega Logistics Center Chonlaharnpichit km 5

Chonlaharnpichit Rd, Samutprakarn

64,031.00 50,143.60

Total 159,141.00 110,129.90

• Total sale value to WHART of approx. THB 4,190 mm

• WHART’s max fund raised: THB 4,467.9 mm

UPCOMING ASSET MONETIZATION TO WHART 3

60


• WHART Unitholders Approval on June 2, 2016

• Filing submission to SEC on June 27, 2016

• Filling effective: Nov 1, 2016

• RO Notification Period: Nov 22 - 28, 2016

• PO Subscription Period: Nov 29 - Dec 1, 2016

• Asset Transfer: Dec 2016


JOINT VENTURE WITH DAIWA HOUSE INDUSTRY 4

Asset Approx. NLA Snapshot

WHA Mega Logistics Center Cholaharnpichit KM3 PH II

74,000 sqm

WHA Mega Logistics Center Laemchabang

45,000 sqm

• JV agreement signed on July 26, 2016

• WHA will sell 2 Seed Projects (Laemchabang and Bang-Trad area) amounting to THB 2,351.5 mm to JV

• WHA will hold 51% and Daiwa House Industry will hold 49% in JV Co.

61


WHA Group

Agenda











62

Q3’ 2016 Financial Performance

Long-Term Outlook

63 Unit: THB

12,475 mm

2015A 2020F

Revenue and Share of Profits

Revenue by Geography

Target 5% of revenue from international business by 2020

95%

5%

Thailand International

2020F

100%

2015A

Revenue by Hub

Equal contribution from 4 business hubs going forward

23%

41%

18%

18%

Logistics Industrial Estates Utilities and Power Digital

2020F 47%

31%

22%

2015A 51% 49%

Sale Recurring

74%

26%

Sales vs. Recurring Income

Target Recurring Revenue 9,500 mm

2020F 2015A

21,000 mm Unit: THB

CAGR 11.5%

Better earning visibility

Strengthen business platform

Well-diversified sources of revenue

7,169

5,058

12,064

1,161 1,408

3,254 4,175

1,895 1,497

4,538

676 721

1,934 2,435

1,463 979

1,954

(53)

43 169 497

(1,000)

1,000

3,000

5,000

7,000

9,000

11,000

13,000

13 1 1 3Q2015 3Q2016 9M2015 9M2016

Total revenue EBIT Net income

Overall Performance

64


3Q2016 & 9M2016 PERFORMANCE

Unit: THB mm

Total revenue increased 21% from 3Q2015 to THB 1,408 mm in 3Q2016. EBIT stood at THB 721 mm, slightly increased by 7% from 3Q2015. Net income of THB 43 mm for 3Q2016 changed significantly from a loss in 3Q2015, reflecting normal business operation of the company. The

loss incurred in 3Q2015 resulted mainly from a decrease in the contribution from share of profit from power business to HEMRAJ. This was due to the depreciation of Baht, resulting in the foreign exchange loss.

Total revenue for 9M2016 increased 28% to THB 4,175 mm from growth of rental and service revenue as well as sale of Built-to-Own warehouse project in 2Q2016 of THB 355 mm.

Net income for 9M2016 totaled THB 497 mm, increased by 194% due to consolidation of HEMRAJ’s performance to WHA for only 15 days in 1Q2015, foreign exchange loss in 3Q2015, and decrease in tax expenses in 9M2016.

- -

1,561

482 527

1,132 1,454

-

-

1,561

482 527

1,132 1,454

41% 44%44% 48%

39%

0% -

200

400

600

800

1,000

1,200

1,400

1,600

1,800

13 1 1 3 Q 2 0 1 5 3 Q 2 0 1 6 9 M 2 0 1 5 9 M 2 0 1 6

WHA HEMRAJ Margin

500 551 735

186 237 529 597

675

202 219

470 650

500 551

1,409

388 456

999

1,246

64% 60%69% 80% 68%

71%

68%

-80%

120%

320%

520%

720%

-

200

400

600

800

1,000

1,200

1,400

1,600

1,800

2,000

13 1 1 3 Q 2 0 1 5 3 Q 2 0 1 6 9 M 2 0 1 5 9 M 2 0 1 6

WHA HEMRAJ Margin

82

160 239

38 45 155 130

447

75 73

280 234

82

160

686

113 118

435 364

-

100

200

300

400

500

600

700

13 1 1 3 Q 2 0 1 5 3 Q 2 0 1 6 9 M 2 0 1 5 9 M 2 0 1 6

WHA HEMRAJ

2 6 2 - 5 3

974

155 211

605

1,129

2

979

156 211

610

1,132

-

200

400

600

800

1,000

1,200

13 1 1 3 Q 2 0 1 5 3 Q 2 0 1 6 9 M 2 0 1 5 9 M 2 0 1 6

WHA HEMRAJ

6,585

4,337 4,502

- - 17 355

3,964

198 317 714 785

6,585

4,337

8,466

198 317 731 1,139

25%

30%

28% 39% 42%33% 30%

-100%

100%

(800)

200

1,200

2,200

3,200

4,200

5,200

6,200

7,200

8,200

9,200

13 1 1 3 Q 2 0 1 5 3 Q 2 0 1 6 9 M 2 0 1 5 9 M 2 0 1 6

WHA HEMRAJ Margin

Profitability by Business

65

RENTAL PROPERTY BUSINESS

UTILITIES BUSINESS POWER BUSINESS OTHER REVENUES

SALE OF PROPERTIES BUSINESS

Consist of share of profit from power business Consist of property and REIT management fee, dividend income, share of

profit from property fund, and other income

Unit: THB mm

Gross profit margin on consolidated FS is different from that on HEMRAJ stand-alone FS due to the effect of PPA adjustment after acquisition

HEMRAJ’s GPM before PPA: 90% (3m), 90% (9m) HEMRAJ’s GPM before PPA: 54% (3m), 45% (9m)


HEMRAJ’s GPM before PPA: 40% (3m), 47% (9m)

Rental property310 31%

Sale of Industrial Estates

134 13%

Utilities234 23%

Power211 21%

Others118 12%



317 20%

Utilities527 32%

Power211 13%

Others118 7%

Revenue and Gross Profit Breakdown

66

3Q2016 GROSS PROFIT BREAKDOWN (3 mths)

3Q2016 REVENUE BREAKDOWN (3 mths)

Unit: THB mm Unit: THB mm

TOTAL

THB 1,628 mm

TOTAL

THB 1,007 mm

Remark: Includes share of profit from JV’s and Associates Remark: Includes share of profit from JV’s and Associates

Gross profits are based on consolidated financial statements, thus they are

affected by PPA adjustment

Recurring vs Non-Recurring = 81:19 Recurring vs Non-Recurring = 87:13




271 8%

Sale of IP's76 2%

Utilities571 18%

Power1,132 35%

Others364 11%

Rental property1,246 23%

Sale of Industrial Estates785 15%

Sale of IP's355 7%

Utilities1,454 27%

Power1,132 21%Others

364 7%

Revenue and Gross Profit Breakdown

67

9M2016 GROSS PROFIT BREAKDOWN (9 mths) 9M2016 REVENUE BREAKDOWN (9 mths)

Unit: THB mm Unit: THB mm

TOTAL

THB 5,336 mm

TOTAL

THB 3,263 mm

Remark: Includes share of profit from JV’s and Associates Remark: Includes share of profit from JV’s and Associates

Gross profits are based on consolidated financial statements, thus they are

affected by PPA adjustment

Recurring vs Non-Recurring = 79:21 Recurring vs Non-Recurring = 89:11


983 2,186 4,070 2,756 - -

15,425 15,413

2,225 3,305

3,987 7,238

--

9,352 10,153

6,167

7,959

14,639 12,347

-

-

21,520 21,748

1,673

2,502

10,102 10,865

11,049

15,952

79,095 80,519

44%

396%

0%

50%

100%

150%

200%

250%

300%

350%

400%

450%

0

10000

20000

30000

40000

50000

60000

70000

80000

13 1 1 3 Q 2 0 1 6

Cash & ST investmentsCost of real estate developmentsNon-current assets held for saleInvestment in associatesInvestment propertiesIntangible assets & goodwillOthers

Balance Sheet

68

Unit: THB mm

CAPITAL STRUCTURE ASSETS

Unit: THB mm

RETURN ON INVESTMENT

Remark: ROIC = NOPAT ÷ Average Invested Capital (IBD and Equity)

IP’s stood at THB 12,347 mm at the end of 3Q2016.

Intangible assets & goodwill of THB 21,748 mm resulted from the PPA after

the acquisition.

Hemaraj contributed Cost of Real Estate Developments of THB 15,413 mm

and Investment in Associates of THB 10,153 mm to the consolidated balance

sheet in 3Q2016.

A drop in return on investment is due to a significant increase in asset and equity base after acquisition of

Hemaraj and a change in the nature of business


6,895

11,472

57,436

60,687

4,154 4,480 21,659 19,833

1.66

2.56 2.65 3.06

1.25

2.34 2.20

2.63

1.01

1.86 2.01

2.49

-

1

2

3

4

0%

20%

40%

60%

80%

100%

2013 2014 2015 3 Q 2 0 1 6

Liabilities Equity D/E IBD/E Net IBD/E

41.6%

22.7%

16.9%11.9%

15.1%

7.2%

4.1% 2.9%

20.0%

10.5%10.6%

7.1%

0%

5%

10%

15%

20%

25%

30%

35%

40%

45%

2013 2014 2015 3 Q 2 0 1 6

ROE ROA ROIC

2.64%B/E & P/N

1,650

4.00%Term Loan

500

5.65%Bond13,938

Acquisition Loan

12,999

2.49%B/E & P/N

4,185

4.77%Term Loan

1,964

4.85%Bond28,968

4.49%Acquisition Loan

16,645

2.40%B/E

2,535

5.03%Term Loan

1,464

4.11%Bond15,030


3,646

Debt Profile

69

END OF 2Q2016

Unit: THB mm

END OF 3Q2016

Unit: THB mm

Weighted Average Interest Rate

4.54%

WHA HEMRAJ


4.21%


4.80%


2.70%B/E350

5.15%Term Loan

160

5.65%Bond13,938

2.49%B/E

2,000

4.71%Term Loan

1,494

4.14%Bond14,860


16,646

2.52%B/E

2,350

4.75%Term Loan

1,654

4.88%Bond28,798


16,646


4.98%

WHA HEMRAJ


4.73%


5.58%

Debt Maturity & Finance Cost

Unit: THB mm As of 30 Sep 2016

DEBT MATURITY PROFILE

Unit: THB mm

FINANCE COST

70


183 295

2,284

651 628

295

1,823

547 477

295

1,292

426 123 -

500

1,000

1,500

2,000

2,500

13 1 1 3 Q 2 0 1 5 3 Q 2 0 1 6

Consolidated WHA's Acquisition loan

-

3,535 3,060 3,555

2,500 2,100

- - 280 1,186

40

40 48

41 24

28 28

29

1,500

2,300

-638

-

2,000

1,000

2,500 2,500

500

-

-

2,000

1,500

1,500

1,500

1,499

3,646

5,000

6,832

10,875

5,100 5,741

4,041

5,624

2,527 2,528 2,809

4Q2016F 2017F 2018F 2019F 2020F 2021F 2022F 2023F 2024F

WHA : Bond WHA : Term Loan HEMRAJ : Bond HEMRAJ : Term Loan WHAUP: Term Loan Acquisition Loan

Under HEMRAJ and WHAUP

WHA Group

Agenda











Income Statement

Consolidated Income Statement

(Unit: THB, mm) 2013 2014 2015 3Q2015 2Q2016 3Q2016 %YoY %QoQ 9M2015 9M2016 %YoY

Revenue

Rental, service, and utilities income 500.5 551.1 2,970.7 869.2 908.7 983.0 13.1% 8.2% 2,130.8 2,700.5 26.7%

Income from sales of real estate 6,585.0 4,336.8 8,466.3 197.6 460.6 317.2 60.5% (31.1%) 731.1 1,139.3

55.8%

Other income 83.5 169.8 627.1 94.1 123.5 107.9 14.6% (12.7%) 392.5 335.0

(14.7%)

Total revenues 7,169.0 5,057.7 12,064.1 1,161.0 1,492.8 1,408.0 21.3% (5.7%) 3,254.4 4,174.7 28.3%

Share of profit (loss) from JVs & associates (1.3) (7.7) 1,038.0 174.7 491.3 220.5 26.2% (55.1%) 652.5 1,161.3 78.0%

Expenses

Cost of rental and service 179.0 219.0 1,356.9 345.5 429.5 438.1 26.8% 2.0% 878.1 1,281.1

45.9%

Cost of real estate 4,961.8 3,050.1 6,073.7 120.3 344.1 183.6 52.7% (46.6%) 492.8 792.1

60.7%

Selling expense - - 230.5 28.3 26.5 40.2 42.1% 51.8% 69.3 107.4

55.1%

Administrative expenses 131.8 283.3 902.8 165.4 235.3 245.5 48.4% 4.4% 532.7 720.3

35.2%

Total costs 5,272.5 3,552.5 8,563.9 659.5 1,035.5 907.5 37.6% (12.4%) 1,972.9 2,901.0 47.0%

EBIT 1,895.2 1,497.5 4,538.2 676.2 948.6 721.0 6.6% (24.0%) 1,934.1 2,435.0 25.9%

Finance costs 182.9 294.8 2,284.3 650.8 616.9 628.2 (3.5%) 1.8% 1,585.6 1,855.6 17.0%

EBT 1,712.3 1,202.7 2,253.9 25.3 331.7 92.8 266.3% (72.0%) 348.5 579.4 66.3%

Income tax 248.9 224.1 87.0 35.2 (17.3) 12.3 (65.1%) (170.7%) 54.6 (13.1) (124.0%)

Net income 1,463.5 978.6 2,166.9 (9.8) 349.1 80.6 (918.0%) (76.9%) 293.9 592.5 101.6%

Attributable to owners of the parent 1,463.5 978.6 1,953.7 (52.7) 334.5 42.6 (180.7%) (87.3%) 168.8 497.0 194.4%

Attributable to non-controlling interest - - 213.2 42.9 14.6 38.0 (11.4%) 160.4% 125.1 95.6 (23.6%)

72

Appendix – Financial Statements

Balance Sheet

Consolidated Balance Sheet

(Unit: THB, mm) 2013 2014 2015 2Q2016 3Q2016 Increase (Decrease) Current assets

Cash and cash equivalents 319.8 370.9 2,554.7 1,489.3 2,557.3 1,068.0 71.7%

ST investment 663.5 1,815.0 1,515.2 457.5 198.4 (259.1) (56.6%)

Non-current assets held-for-sale 2,225.1 3,305.0 3,986.7 6,817.5 7,237.7 420.2 6.2%

Cost of real estate developments (net) - - 15,425.3 15,488.0 15,413.2 (74.8) (0.5%)

Other current assets 123.4 191.2 2,750.7 2,479.1 2,358.7 (120.4) (4.9%)

Total current assets 3,331.8 5,682.2 26,232.6 26,731.4 27,765 1,034 3.9%

Non-current assets

Investment in available-for-sale 1,387.5 1,851.3 2,286.3 2,890.4 2,858.0 (32.4) (1.1%)

Investment in associates - - 9,352.2 9,420.1 10,153.2 733.1 7.8%

Investment properties (net) 6,167.2 7,958.6 14,638.6 12,957.2 12,346.7 (610.5) (4.7%)

Leasehold rights (net) 64.0 52.9 51.0 45.0 43.6 (1.4) (3.1%)

Property, plant, and equipment (net) 43.4 66.8 3,842.1 3,857.9 3,850.9 (7.0) (0.2%)

Intangible assets (net) - - 4,184.8 4,172.8 4,172.8 - -

Goodwills - - 17,335.6 17,575.0 17,575.0 (0.0) (0.0%)

Other non-current assets 55.0 340.1 1,171.8 1,251.8 1,753.7 501.9 40.1%

Total non-current assets 7,717.0 10,269.9 52,862.5 52,170.3 52,753.9 583.6 1.1%

Total assets 11,048.9 15,952.0 79,095.1 78,901.8 80,519.1 1,617.4 2.0%

Liabilities

Bank overdrafts and ST borrowings 198.7 250.0 1,693.2 2,339.2 6,654.6 4,315.4 184.5%

Trade and other payables 1,123.1 597.4 3,381.1 2,798.8 2,046.0 (752.8) (26.9%)

Current portion of LT borrowings – FN

institutions 87.0 391.2 11,714.1 15,413.2 4,990.7 (10,422.5) (67.6%)

Current portion of LT borrowings – Debenture - - 3,175.0 4,372.0 6,884.3 2,512.4 57.5%

Other current liabilities 1,120.9 1,692.4 938.7 2,222.3 2,349.4 127.1 5.7%

LT borrowings – FN institutions (net) 1,501.9 1,175.7 9,227.9 1,614.4 9,825.7 8,211.2 508.6%

Debenture (net) 2,695.3 7,190.8 21,777.2 24,956.1 22,571.2 (2,384.9) (9.6%)

Other non-current liabilities 168.1 174.4 5,529.2 5,415.0 5,364.6 (50.4) (0.9%)

Total liabilities 6,895.1 11,472.0 57,436.4 59,131.0 60,686.6 1,555.6 2.6%

Equity attributable to owners of the parent 4,153.8 4,480.0 18,655.8 19,132.6 19,156.4 23.7 0.1%

Non-controlling interest - - 3,003.0 638.2 676.2 38.0 6.0%

Total shareholders’ equity 4,153.8 4,480.0 21,658.7 19,770.8 19,832.5 61.7 0.3%

Total liabilities and Shareholders’ equity 11,048.9 15,952.0 79,095.1 78,901.8 80,519.1 1,617.4 2.0%

73

Appendix – Financial Statements

Board of Directors WHA Group

Director Director and Management Ms. Jareeporn Jarukornsakul

Vice Chairman of Board of Directors

Vice Chairman of Executive Committee

Group Chief Executive Officer

Dr. Somyos Anantaprayoon

Chairman of Board of Directors

Chairman of Executive Committee

Dr. Pichit Akrathit

Independent Director

Chairman of the Audit

Committee

Dr. Somsak

Pratomsrimek


Member of the Audit

Committee

Dr. Apichai

Boontherawara


Member of the Audit

Committee

Dr. Kritsana

Sukboonyasatit


Member of the Audit

Committee

Independent Director /1

Mr. Narong Kritchanchai

Director

Member of Executive Committee

Chief Legal Officer

Mr. David Richard Nardone

Vice Chairman of Board of Directors


Chief Executive Officer – Industrial Business

Mr. Arttavit Chalermsaphayakorn

Director


Chief Financial Officer

Mr. Vivat Jiratikarnsakul

Director


Chief Operating Officer-Industrial business

Mr. Krailuck Asawachatroj

Director


Chief Strategic Officer

Mr. Jakrit Chaisanit

Director


Chief Operating Officer-Logistics business

Director of CM

74

Mr. Somsak Boonchoyreungchai

Director


Director of Accounting Department

Mr. Chanvit

Amatamatucharti


Remarks:/1 Information as of November 11, 2016

77

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