WHA Industrial Leasehold Real Estate Investment Trust : Notification of resolutions of the Extraordinary General Meeting of Trust Unitholders No. 1/2022 of WHA Industrial Leasehold Real Estate Investment Trust (WHAIR)

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No. 034/2565

28 June 2022

Subject: Notification of resolutions of the Extraordinary General Meeting of Trust Unitholders No. 1/2022 of WHA Industrial Leasehold Real Estate Investment Trust (WHAIR)

Attention: President

The Stock Exchange of Thailand

WHA Industrial REIT Management Company Limited (the "Company") in its capacity as the REIT Manager of WHA Industrial Leasehold Real Estate Investment Trust ("WHAIR") hereby notifies the resolutions of the Extraordinary General Meeting of Trust Unitholders No. 1/2022 held on 28 June 2022, at 10:00 hrs. via electronic media (E-EGM), having 193 trust unitholders attending in person and by proxy at the opening time of the Meeting, representing 451,564,293 trust units in total, being equivalent to 53.749 percent of total WHAIR's trust units issued and sold. The details of each agenda item are as follows:

Agenda Item 1: To consider and certify the Minutes of the 2022 Annual General Meeting of Trust Unitholders

Resolution: The Meeting certified the Minutes of the 2022 Annual General Meeting of Trust Unitholders of WHAIR which was held on 22 April 2022, with the following votes:

-	Approved	450,966,192	votes, equivalent to	99.7892	percent
-	Disapproved	752,300	votes, equivalent to	0.1664	percent
-	Abstained	200,000	votes, equivalent to	0.0442	percent

of the total votes of the trust unitholders attending the Meeting and being entitled to vote.

Agenda Item 2: To consider and approve the investment in the Additional Investment Assets No. 4 of WHAIR

Resolution:

1. The Meeting approved the additional investment in the additional investment assets No. 4 by leasing lands with factory buildings, warehouses, offices and other buildings located on such lands, including its component parts for 30 years from the commencement date of the lease period with the right to extend the lease for another 30 years, and purchasing moveable properties used for the business operation within the leased properties (the "Additional Investment Assets"), for 14 units in 7 projects from 3 companies, provided that the investment shall not exceed Baht 1,345,890,000 (to be paid on WHAIR's investment date in the Additional
   Investment Assets), comprises of the rental of lands and buildings and the purchase price of

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relevant moveable properties used for the business operation within the leased properties (exclusive of value added tax, registration fee and specific business tax, including other relevant fees and expenses which shall be borne by WHAIR). WHAIR shall have the right to extend the lease for another 30 years, where the rental for the renewed period shall be Baht 80,000,000 (which shall be paid when the lease agreement is renewed, exclusive of value added tax, registration fee and specific business tax, including other relevant fees and expenses which shall be borne by WHAIR),details as set out below:

1. WHA Eastern Seaboard Industrial Estate Co., Ltd. (for 1 unit in WHA Eastern Seaboard Industrial Estate 1 Project (WHA ESIE1) and 3 units in WHA Logistics Park 2 Project (WHA LP 2));
2. WHA Industrial Building Co., Ltd. (for 1 unit in Eastern Seaboard Industrial Estate (Rayong) Project (ESIE), 1 building in WHA Chonburi Industrial Estate 1 Project (WHA CIE 1), 1 unit in Hi-Tech Kabin Industrial Estate Project (KABIN), 2 buildings in WHA Logistics Park 1 Project (WHA LP 1), and 2 units in WHA Logistics Park 4 Project (WHA LP 4)); and
3. Eastern Seaboard Industrial Estate (Rayong) Co., Ltd. (for 3 units in Eastern Seaboard Industrial Estate (Rayong) Project (ESIE)).

(collectively the "Asset Owners' Companies")

Details of Additional Leasehold right of lands and factory buildings, and leasehold right

Investment Assets of lands and warehouse buildings as follows:

1. Leasehold right of lands and factory buildings as follows:

1. Detached building factory with a land area of approximately 13 rai, 2 ngan, 81.50 square wah, and a building area of approximately 11,168 square meters; and
2. Attached building factory with a land area of approximately 2 rai, 3 ngan, 28.75 square wah and a building area of approximately 5,124 square meters.

Leasehold right of lands and factory buildings has the total land area of approximately 16 rai, 2 ngan, 10.25 square wah, and the total factory building area of approximately 16,292 square meters.

2. Leasehold right of lands and warehouse buildings with a land area of approximately 19 rai, 1 ngan, 59.00 square

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wah and a building area of approximately 31,894 square meters.

3. Ownership in tools, equipment, and work systems of other buildings and other assets relevant there to, in connection with, and necessary for the use of land, factory buildings, and warehouse buildings.

Remarks:

1. WHAIR will request the Asset Owners to pay rental for the unoccupied leased properties or rental short of the minimum rental rate to WHAIR for the period of 3 years from WHAIR's investment date or until there is a lessee during such period at the following minimum rental rate:

Attached Building	Detached Building	Warehouse Buildings
Factory	Factory
Baht 168 per square	Baht 185 per square	Baht 169 per square
meter	meter	meter

The payment for rental short of the minimum rental rate shall only be applicable to the agreements entered into after WHAIR's investment, while other conditions shall be in accordance with the Undertaking Agreement that WHAIR will enter into with the Asset Owners' Companies.

2. In the additional investment in the Additional Investment Assets, WHAIR will make the investment by entering into:

1. Land and Building Lease Agreement with the Asset Owners' Companies (who has an ownership over lands and buildings);
2. Movable Properties Sale and Purchase Agreement with the Asset Owners' Companies who is the owner of other assets in such project;
3. Mortgage Agreement (to accept asset mortgage); and
4. Any relevant agreement, such as Property Manager Appointment Agreement, Undertaking Agreement etc.

The details of area of the Additional Investment Assets are summarized as follows:

Approximate total land area as specified 35 rai, 3 ngan, 69.25 square wah in the Land Title Deed (only for the

portion to be invested in by WHAIR)

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Approximate total leasable building area 48,186 square meters of the portion to be invested in by

WHAIR

The investment in Additional Investment Assets of WHAIR will be subjected to the following conditions:

1. 1. The Asset Owners' Companies have obtained approval from their board of directors' meetings and/or their shareholders' meetings (if necessary) for letting and sale of such assets (as the case may be) to WHAIR and has performed any action so that the Additional Investment Assets are ready to be invested in by WHAIR;
   2. There are no pending issues from legal due diligence. In case there are any pending issues, the Company shall disclose such risks in the information disclosure form for the offer for sale of Trust Units and proceed in compliance with the relevant regulations;
   3. The Additional Investment Assets are released from mortgage (if any) or if it is not possible to proceed as such, the Company shall disclose such risks in the information disclosure form for the offer for sale of Trust Units and proceed in compliance with the relevant regulations;
   4. The Trustee has certified that the acquisition of Additional Investment Assets is compliant with the Trust Deed as well as other relevant laws, rules and regulations; and
   5. WHAIR has obtained the approval from the Trust Unitholders' Meeting to invest in Additional Investment Assets.
2. The Meeting approved the authorisation of the Company and/or the Trustee to act in the following matters:
3. 1. Determine the form of investment by WHAIR, the details of assets, appraisal method including the appropriate price for investment in Additional Investment Assets at this time and appoint WHAID as the Property Manager for Additional Investment Assets;
   2. Negotiate, prepare, execute, deliver and/or amend agreements or obligations showing the right to invest in immoveable properties, asset lease agreements, assets sale and purchase agreements, undertaking agreements, mortgage agreement (whereby WHAIR is a mortgagee from the Asset Owner's Companies) and agreements and any related document by the time that WHAIR has obtained approval from its Trust Unitholders to invest in Additional Investment Assets, including to contact the Office of the Securities and Exchange Commission (the "SEC Office"), the Stock Exchange of
      Thailand, governmental agencies, or governmental organisations, or any other person for the aforementioned actions, etc.;

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(Translation)

1. Negotiate, prepare, execute, deliver and/or amend agreements or obligations regarding the appointment of Property Manager to be in accordance with the additional investment by WHAIR;
2. To exercise discretion in determining whether or not to invest in some projects or in some parts of or in the whole Additional Investment Assets, and/or to stipulate, alter the procedures and/or conditions in the investment, in case the conditions or the result of the negotiation with the Asset Owner's Companies and/or holders of superior rights in assets in which WHAIR will invest or the outcome of the legal due diligence demonstrates that the investment of WHAIR in such assets will not benefit WHAIR and/or the Trust Unitholders in general, or may create excessive liabilities on WHAIR. In this regard, the benefits of WHAIR and the Trust Unitholders shall be of great importance. In addition, the Company and/or the Trustee shall have discretion to determine whether or not WHAIR should invest in some projects or in some parts or in the whole Additional Investment Assets as appropriate by taking into consideration various investment factors e.g. the appraisal value of assets in each location, the estimation of Distribution Per Unit or DPU expected to be received by the Trust Unitholders after the investment in the Additional Investment Assets, or the amount of capital increase funds received from the issuance and offering for sale of additional Trust Units and loans etc.; and
3. Perform any other act necessary for or in relation to the above purposes in all respects so as to ensure a success therein, including the appointment and/or removal of the delegated attorney in aforementioned acts above for the purpose of achieving the said matter.

The Meeting resolved to approve the matter with the following votes:

-	Approved	320,324,461	votes, equivalent to	99.4930	percent
-	Disapproved	1,632,100	votes, equivalent to	0.5069	percent
-	Abstained	0	votes, equivalent to	0	percent

of the total votes of the trust unitholders attending the Meeting and being entitled to vote (exclusive of the votes of the trust unitholders who have interest in this matter and have no right to vote).

Agenda Item 3: To consider and approve the third capital increase of WHAIR by the issuance and offering for sale of the newly issued trust units

Resolution:

1. The Meeting approved the third capital increase of WHAIR by the issuance and offering for sale of additional trust units at the amount of not exceeding 119,500,000 trust units, upon combining with WHAIR's existing 840,134,116 trust units, WHAIR will have a total of up to 959,634,116 trust units;

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