TPARK LOGISTICS PROPERTY FUND (TLOGIS)

Invitation Letter to Unitholders’ Meeting of 

TPARK LOGISTICS PROPERTY FUND (TLOGIS) 

No. 1/2011 

on May 31, 2011 at 10:00 a.m. onwards 

at Grand Hall, The Bangkok Club, 

28th Floor, Sathorn City Tower, 175 South Sathorn Road, 

Khwaeng Toongmahamek, 

Khet Sathorn, Bangkok 

by BBL Asset Management Company Limited

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*Unitholders who have rights to join the lucky draw campaign: 

Unitholders attend the meeting on 31 May 2011 at 10.00 a.m. onwards at Grand Hall, The Bangkok Club, 28th, Sathorn 

City Tower, and complete the registration form. 

Unitholders who are not able to attend the meeting must complete the proxy form and return back to BBLAM within 30 

May 2011 for reserve the rights to join lucky draw campaign. 

Terms and conditions 

1. Rights to get “TLOGIS” bag 

• One bag for each unitholder who returns the proxy form back to BBLAM within 30 May 2011, or who attends the meeting on the date 

and at the time and place as specifi ed and complete the registration form. 

• In case with unitholders attend the meeting on the date and at the time and place at specifi ed, unitholders will get a “TLOGIS” bag 

(After the meeting) 

• In case with unitholders are not able to attend the meeting but complete the proxy form and return the proxy form back to BBLAM 

within 30 May 2011, BBLAM will send a “TLOGIS” bag via registered mail to the address as registered within 20 June 2011. 

2. Rights to win iPad in Lucky draw campaign: 

• One right for each unitholder who returns the proxy form back to BBLAM within 30 May 2011, or who attends the meeting on the 

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• BBLAM will draw iPad for lucky winners within 6 June 2011 at 2.00 P.M. onwards at the meeting room, BBL Asset Management, 

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• The winner can present himself/herself or shall empower other person to receive his/her prize during 10 June 2011 to 30 June 2011 

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• In case with the winner does not obtain prize during 10 June 2011 to 30 June 2011 if the expiration of the period specifi ed shall be 

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• The winner must pay 5 percent of the value of the prize of withholding tax. 

• Prizes are not transferable, or exchanged for cash. 

• BBLAM reserves the right to publish the winners’ names and pictures. In case of dispute, any decisions from BBLAM are fi nal.

No. 1364/2011 13 May 2011 

Subject: Invitation to the Unitholders’ Meeting of TPARK Logistics Property Fund No. 1/2011 

To: The Unitholders of TPARK Logistics Property Fund 

Enclosures: 1. Objectives and Rationale for Capital Increase 

2. Information of Additional Properties to be Invested by the Fund 

3. Information Memorandum of Asset Acquisition and Connected Transaction 

4. Unitholding of Unitholder who has Interest in the Transaction 

5. Prospective Statements of Income 

6. Procedures for Registration, Attendance of the Meeting and Empowerment of 

Proxy 

7. Proxy Forms 

TPARK Logistics Property Fund (the “Fund”) managed by BBL Asset Management Co., Ltd. (the 

“Management Company”) deems appropriate to hold the Unitholders’ Meeting No. 1/2011 on 31 

May 2011 at 10.00 a.m. onwards at Grand Hall, The Bangkok Club, 28th Floor, Sathorn City Tower, 

South Sathorn Road, Khwaeng Toongmahamek, Khet Sathorn, Bangkok, in order to transact the 

businesses in accordance with the following agenda: 

Agenda No. 1 To consider the capital increase of the Fund to invest in additional immovable 

properties by purchasing properties from TICON Logistics Park Company 

Limited, being lands and buildings comprising 3 warehouses (12 units), which are 

located in TICON Logistic Park Bangna (1 warehouse) and TICON Logistic Park 

Laemchabang (2 warehouses divided into 11 units) 

To propose the unitholders of the Fund to consider and approve that the Fund shall 

raise funds for its capital increase for investing in additional immovable properties 

being lands and buildings comprising A) warehouse building, located TICON 

Logistic Park Laemchabang, totally 2 units (11 units) was completely constructed 

and currently used as warehouses B) warehouse building, located TICON Logistic 

Park Bangna, totally 1 unit (the construction of warehouse is estimated to be 

completed within May 2011. Currently, the lessor, TICON Logistic Park Company 

Limited, enters into a Memorandum of Understanding with the lessee, Leschaco 

(Thailand) Company Limited for 12 years term when the construction of warehouse 

is completed) including any other assets related to and necessary for the use 

of such lands and warehouses (Details are provided in the Attachment 2) (the 

“Immovable Properties”) at the total price of not exceeding Baht 950,000,000 

provided that the price of the investment in these Immovable Properties will be 

acceptable to the owner of the Immovable Properties and will not be higher than 

the lowest price obtained from the appraisal report in excess of 10 percent. (The 

details of Immovable Properties appeared in the prospectus for the offer for sale 

of the additional investment units shall be deemed to be the Immovable Properties 

to be invested by the Fund). In this regard, before the investment in or taking 

possession of the Immovable Properties by the Fund, such Immovable Properties 

in a type of leased warehouses are owned by TICON Logistics Park Company 

Limited. 

1

In the event that the Fund can raise sufficient funds for its capital increase for 

purchasing all of the foregoing additional Immovable Properties but would not be 

able to purchase and/or accept the transfer of the ownership of a property as a result 

of force majeure or other unfavorable events affecting the Immovable Properties, 

and the Management Company determines that such event may adversely affect 

the Fund or in the event that the Fund cannot raise sufficient funds for its capital 

increase for purchasing all of the foregoing additional Immovable Properties, 

the Management Company reserves its right to selectively purchase certain 

foregoing additional Immovable Properties as it deems appropriate provided that 

such action would be deemed to be automatically approved by the Unitholders 

and would not be deemed to be the amendment of the investment project. 

The Management Company intends to appoint TICON Industrial Connection Public 

Company Limited, which is a major unitholder of the Fund, to be the property 

manager with respect to such additional Immovable Properties. 

The unitholders will be asked to consider and approve that the Management 

Company shall proceed as proposed in all respects. In addition, the Management 

Company shall be empowered to take the following actions: 

1) To determine the details and the price of the additional Immovable 

Properties to be invested by the Fund at this time; 

2) To negotiate, prepare, execute, deliver and/or amend the agreements or 

commitments evidencing the right to purchase the Immovable Properties, 

the agreement to purchase and to sell properties and/or the sale and 

purchase agreement and/or the property management agreement and/ 

or any contracts relevant to the transfer of ownership in Immovable 

Properties, including to contact any government authorities or agencies, 

or any persons for the said purposes; and 

3) To do any other acts which are necessary for or incidental to the foregoing 

acts in all respects for the purpose of their accomplishment, and to appoint 

and/or remove any substitutes for the acts under (1) to (2) above for the 

purpose of their accomplishment. 

Opinion of the Management Company: 

The investment in additional Immovable Properties would enhance the unitholders opportunity 

to receive returns in the form of increased dividend per unit and diversify risks of the Fund by 

way of geography diversification. In addition, the Management Company determines that the 

appointment of TICON Industrial Connection Public Company Limited as the property manager 

for the additional Immovable Properties at this time would not cause any conflict of interest with 

the Fund since in operating a business of leasing out standard warehouses, an operator, when 

selecting a property for customers, will take into consideration the needs of the customers e.g. 

location, size, type of the warehouse and convenience in transporting raw material and products, 

etc. Thus, the management of the Immovable Properties by TICON Industrial Connection Public 

Company Limited including the properties which are owned by Fund and TICON Logistic Park 

Company Limited will depend on the needs of the customers, who will be the lessees of the 

Immovable Properties, as well. Therefore, the unitholders should consider and approve the 

additional investment in the Immovable Properties by the Fund and the appointment of the property 

manager of the Fund as proposed in all respects. 

2

Voting Requirement: 

This agenda must be approved with an affirmative vote of not less than three-fourths of the 

total investment units of the unitholders attending the meeting and having the rights to vote. To 

constitute the quorum for the meeting of the unitholders to approve this agenda, there must be not 

less than 25 unitholders or not less than one-half of the total unitholders attending the meeting, 

and the unitholders attending the meeting must hold not less than one-third of the total investment 

units sold of the Fund. In relation to the calculation of votes, the Management Company shall 

exclude the votes of unitholders who have conflict of interest in the investment in the Immovable 

Properties or leasehold rights or who are the owners, lessors, assignors of lease or grantor of 

rights over the properties in which the Fund has invested or will additionally invest and the same 

group of persons according to the relevant notifications of the Office of Securities and Exchange 

Commission (the “SEC”). 

Remarks: Unitholder who is the owner, lessor, assignor of the lease or grantor of rights over 

the Immovable Properties in which the Fund has invested in or will additionally 

invest and the same group of persons according to the relevant notifications of the 

SEC as of 3 March 2011 which is TICON Industrial Connection Public Company 

Limited (Details are provided in Attachment 4) holds 30,756,00. units or equivalent 

to 20.06 percent of the total investment units sold, shall have no right to vote in this 

matter. 

Agenda No. 2 To consider the capital increase of the Fund for not exceeding Baht 950,000,000 

through the issuance and offer for sale of not exceeding 95,000,000 additional 

investment units and the pricing method for determining the price of the investment 

units to be offered for sale 

To propose the unitholders of the Fund to consider and approve that the Fund shall 

increase its capital by not exceeding Baht 950,000,000 from the existing capital 

of Baht 1,533,000,000 to be the new capital of not exceeding Baht 2,483,000,000 

through the issuance and offer for sale of not exceeding 95,000,000 additional 

investment units. The price of the additional investment units to be offered for sale 

to be determined by a method of book-building process, which will be determined 

by taking into accounts, among other things, the prevailing market price of the 

TLOGIS’s investment units on the Stock Exchange of Thailand (the “SET”) during 

the period when the additional investment units are issued and offered for sale, 

together with the general market condition, market response and demand. The 

minimum price of the additional investment units offered for sale will not be less 

than Baht 10 (The amount of capital increase, the number of additional investment 

units and the offering price of the additional investment units offered for sale will 

be set out in the prospectus of the capital increase offering). The objective of the 

capital increase is to invest in additional Immovable Properties, details of which set 

out in Agenda No.1 and Attachment 2 and to see benefits therefrom with the aim 

to generate income and returns to the Fund which will generate returns in the form 

of dividend to the unitholders. Furthermore, when the Fund has more investment 

units, the Fund will become more attractive to investors, and it is expected that the 

liquidity of the investment unit trading in the SET may increase. With respect to the 

additional investment of the Fund, the Management Company may procure that 

the Fund borrows money in the amount of not more than 10 percent of the net asset 

value of the Fund in addition to the capital increase of the Fund. 

3

The unitholders will be asked to consider and approve that the Management 

Company shall proceed as proposed in all respects, and the Management 

Company shall be empowered to take the following actions: 

(1) To determine the net increased capital, the number and the price of the 

additional investment units to be issued and offered for sale, the value of 

net increased capital, including the details of the borrowings (if any); 

(2) To contact the SEC, the government authorities or agencies, or any persons 

for the capital increase of the Fund; and 

(3) To do any other acts which are necessary for or incidental to the foregoing 

acts in all respects for the purpose of their accomplishment, and to appoint 

and/or remove any substitutes for the acts under (1) and (2) above for the 

purpose of their accomplishment. 


To increase means to generate income for the Fund and increase returns to unitholders in the form 

of dividend payable to the unitholders and that the increasing of the Fund’s investment units will 

be attractive to the investors and that it is anticipated to increase the liquidity of investment units 

trading on the SET, the unitholders should consider and approve the capital increase of the Fund, 

the pricing method for determining the price of the additional investment units to be offered for sale, 

including the borrowings (if any) for investing in additional Immovable Properties as proposed. In 

this regard, after obtaining approval from the unitholders, the Management Company will seek the 

approval for the capital increase and the amendments of the investment Project in issues related 

thereto from the SEC. 


This agenda must be approved with an affirmative vote of not less than three-fourths of the total 

investment units of the unitholders attending the meeting and having the rights to vote. To constitute 

the quorum for the meeting of the unitholders to approve this agenda, there must be not less than 

25 unitholders or not less than one-half of the total unitholders attending the meeting, and the 

unitholders attending the meeting must hold not less than one-third of the total investment units 

sold of the Fund. In relation to the calculation of votes, the Management Company shall exclude 

the votes of unitholders who have conflict of interest in the investment in the Immovable Properties 

or leasehold rights or who are the owners, lessors, assignors of lease or grantor of rights over 

the properties in which the Fund has invested or will additionally invest and the same group of 

persons according to the relevant notifications of the SEC. 




SEC as of 3 Marc. 2011 which is TICON Industrial Connection Public Company 

Limited (Details are provided in Attachment 4) holds 30,756,00 units or equivalent 


matter. 

4

Agenda No. 3 To consider the offering and allotment method of the additional investment units 

and listing of the new investment units on the SET 

To propose the unitholders of the Fund to consider and approve that the Fund 

shall allot and offer for sale the additional investment units for an amount of not 

exceeding 95,000,000 units in 2 portions as follows: 

1 st Portion: To allot and offer for sale not less than 50 percent of the total number 

of additional investment units to the existing unitholders whose names 

appear in the register book of unitholders (“Rights Offering”). The existing 

unitholders may declare their intentions to buy the additional investment 

units based on an amount they are entitled to be allotted or more than an 

amount they are entitled to be allotted or less than an amount they are 

entitled to be allotted or waive their right to subscribe for the additional 

investment units offered for sale this time. 

In the case that the allotment according to the prescribed ratio results in 

any of the existing unitholders having the right to subscribe for a fraction 

of an investment unit that cannot be allotted as a full investment unit, such 

fraction of the investment unit shall be rounded down to the nearest full 

number. The Management Company shall then combine the remaining 

investment units from such allotment with the investment units which are 

not subscribed because the existing unitholders have waived their right or 

have not made a timely subscription or a full subscription, or for any reason 

whatsoever, and offer them for sale on and allotment in the following orders: 

1. In the event that there are a sufficient number of the remaining 

investment units under the rights offering portion to serve all unitholders 

wishing to subscribe for the additional investment units in excess of 

their rights, the remaining investment units will be allocated to all of 

such unitholders pursuant to the number of investment units that each 

of such unieholders wishes to subscribe; or 

2. In the event that the remaining investment units under the Rights 

Offering portion are not sufficient to serve all unitholders wishing to 

subscribe for the additional investment units in excess of the investors 

rights, the remaining investment units will be allocated to each of 

unitholders wishing to subscribe for the additional investment units in 

excess of their rights on a pro rata basis to the number of investment 

units to be subscribed by each of unitholders under the excess rights 

application; and 

3. In the event that there are unitholders who are not allotted with the 

investment units under this 1 st Portion to fulfill the number of investment 

units that each of such unitholder wishes to subscribe in excess of 

their rights, and if there are a number of investment units remaining 

from the offer for sale to general public (“Public Offering”), the 

Management Company will allocate the remaining investment units 

to such unitholders on a pro rata basis to the outstanding number of 

investment units which such unitholders intend to subscribe under the 

excess rights application but has not been allotted. 

5

If there are investment units remaining from the offering for sale under 1. 

or 2. above, the Management Company reserves the right to offer and 

allot such remaining investment units to specific investors under private 

placement basis in the 2 nd Portion (“Private Placement”) according to the 

method as it deems appropriate. 

In this regard, the existing unitholders wishing to subscribe for the 

additional investment units in excess of their rights shall state their intention 

and pay for the subscription price of the excess investment units together 

with the subscription price of the investment units subscribed under the 

Rights Offering, except for the unitholders who are institutional investors 

wishing to subscribe for the additional investment units in excess of their 

rights in amount of at least Baht 10 Million, where such unitholders may 

pay the subscription price of the additional investment units in excess of 

their rights after obtaining the result of the allotment of the investment units 

for which such unitholders intend to subscribe under the excess rights 

application, pursuant to the procedures and details as determined by the 

Management Company. 

The date of closure of the register book and suspension of transfer of the 

investment units for the purpose of determining the existing unitholders’ 

entitlement to subscribe for the additional investment units issued and 

offered for sale will take place after the SEC approves the capital increase 

of the Fund as proposed in the previous Agenda. 

2 nd Portion: The Management Company will allot and offer all remaining investment 

units from the offering to investors in the 1 st Portion, for sale on Private 

Placement to investors who are institutional investors and/or specific 

investors, who are not unitholders of the Fund according to the notifications 

of the SEC and are not connected persons of the owners of the Immovable 

Properties according to the relevant notifications of the SET. The 

Management Company may allot investment units for sale under Private 

Placement pursuant to the demand on purchase of investment units by 

such investors, as it deems appropriate. 

In the case that the purchase demand of the investment units of the 

subscribers in this 2 nd Portion is so overwhelming that the Management 

Company is unable to make a full allotment to all of the subscribers in 

this 2 nd Portion according to their subscription amount, the Management 

Company reserves the right to allot the investment units to them according 

to the method as the Management Company deems appropriate. 

In any event, such allotment shall not cause any unitholder or group of unitholders to 

become unitholders holding the investment units of the Fund in excess of one-third of the 

total number of the investment units issued and sold. 

In the event that the Management Company views that the investment demand under the 1 st 

and 2 nd Portions may not be sufficient for the investment in additional Immovable Properties 

pursuant to the objective of the capital increase, the Management Company reserves the 

right to offer the investment units to general public Public Offering) as appropriate. (The 

number of additional investment units to be offered for sale to each type of investors 

6

will be set out in the prospectus of the capital increase offering). In the event that there 

are additional investments units remaining after offering for sale to general public (Public 

Offering), the Management Company shall further allot the same to existing unitholders 

(Rights Offering) who subscribe in excess of their rights but are not fully allotted according 

to the exceeding number that they subscribe in the 1 st Portion. 

The Management Company shall file an application with the SET for its approval of the 

listing of the additional investment units of the Fund as listed securities within 30 days from 

the date of closing the offer for sale of the investment units. 

The unitholders will be asked to consider and approve that the Management Company 

shall proceed as proposed in all respects. In addition, the Management Company shall be 

empowered to take the following actions: 

(1) To determine the subscription date, subscription method and subscription payment 

method after the SEC’s approval, including the number, method and proportion of 

allotment of the additional investment units to be issued and offered for sale to 

each type of investors as appropriate and in line with the net increased capital of 

the Fund; 

(2) To fix the date of closure of the register book and suspension of transfer of the 

investment units for the purpose of determining the right of the existing unitholders 

to subscribe for the additional investment units to be issued and offered for sale 

(Rights Offering) after the SEC approves this capital increase of the Fund; 

(3) To exercise its discretion in the allotment of the additional investment units to 

be issued and offered for sale on private placement to investors who are (1) 

institutional investors; and/or (2) specific investors who are not the unitholders of 

the Fund according to the notification of the SEC and are not connected persons 

of owners of the Immovable Properties according to the relevant notifications of the 

SET in 2 nd Portion in accordance with their investment demands; 

(4) To exercise its discretion in the allotment of the additional investment units to be 

issued and offered for sale to general public (Public Offering) in accordance with 

investment demands as appropriate; 

(5) To fix the period of the offer for sale of the additional investment units to be issued 

and offered for sale and to file an application with the SET for its approval of the 

listing of the additional investment units of the Fund as listed securities on the SET; 

and 

(6) To do any other acts which are necessary for or incidental to the foregoing acts 

in all respects for the purpose of their accomplishment, and to appoint and/or 

remove any substitutes for the acts under (1) to (5) above for the purpose of their 

accomplishment. 


To increase value and liquidity in investment units trading which should benefit the unitholders, 

the unitholders should consider and approve the capital increase of the Fund for investing in 

additional Immovable Properties, the offering and allotment method of the additional investment 

units to be offered for sale as well as the filing of the new investment units as listed securities with 

the SET as proposed. 

7

Voting Requirement 

This agenda must be approved with an affirmative vote of not less than three-fourths of the total 

investment units of the unitholders attending the meeting and having the rights to vote. To constitute 

the quorum for the meeting of the unitholders to approve this agenda, there must be not less than 

25 unitholders or not less than one-half of the total unitholders attending the meeting, and the 

unitholders attending the meeting must hold not less than one-third of the total investment units 

sold of the Fund. In relation to the calculation of votes, the Management Company shall exclude 

the votes of unitholders who have conflict of interest in the investment in the Immovable Properties 

or leasehold rights or who are the owners, lessors, assignors of lease or grantor of rights over 

the properties in which the Fund has invested or will additionally invest and the same group of 

persons according to the relevant notifications of the SEC. 




SEC as of 3 March 2011 which is TICON Industrial Connection Public Company 

Limited (Details are provided in Attachment 4) holds 30,756,000 units or equivalent 


matter. 

Agenda No. 4 To consider the amendments of the investment project of the Fund 

To propose the unitholders of the Fund to consider and approve the amendment 

to the investment project, insofar as they are not contrary to or in conflict with 

the resolution of the unitholders’ meeting and/or correction in the investment 

project of the Fund as instructed or recommended by the SEC and/or the SET 

and/or any other competent authority, to be in line with the capital increase of 

the Fund and to amend and update certain information to be in line with current 

operation of the Fund, e.g. the amendments to the investment project in various 

sections which have been changed from the period when the establishment of 

the Fund was approved until present and are affected from the capital increase 

and the investment in additional Immovable Properties of the fund, e.g. details of 

investment Policy, conditions for the allotment of the additional investment units to 

be issued and offered for sale and details of the Fund’s properties, etc. 

In addition, the Management Company shall be authorized to carry out the following 

activities: 

1) To amend wording or contents in the investment project as necessary 

and relevant, insofar as they are not contradictory to or in conflict with the 

resolution of the unitholders’ meeting and/or as instructed or recommended 

by the SEC and/or the SET and/or any other competent authorities and to 

contact the SEC, the SET, government authorities or agencies, and any 

other persons for such amendment, etc. 

2) To proceed with any other acts as necessary or relevant to the above for 

accomplishment, including to appoint and/or remove any substitute for 

carrying out activities provided above to the accomplishment of the Fund. 

8


To increase fl exibility in managing the properties and increase the effi ciency of seeking 

benefi ts from the properties, the unitholders should consider and approve the amendment 

of the investment project as proposed. After obtaining the approval of the unitholders, 

the Management Company will further amend the investment project in relevant sections. 


This Agenda must be approved with a majority vote of the total investment units sold of the Fund. 

Agenda No. 5 Other businesses (if any) 

In this regard, TPARK Logistics Property Fund determined the date of the closing of the 

unitholders’ register book of the Fund for determine the right of unitholders to attend the unitholders’ 

meeting No. 1/2011 on 10 May 2011 onwards until the meeting is adjourned. 

The unitholders are invited to attend the Meeting on the date and at the time and place as 

specifi ed above. If you are not able to attend the Meeting in person and wish to appoint a proxy 

to attend and vote at the Meeting on your behalf, please fi ll in and execute the enclosed form of 

proxy. 

The Management Company attaches the Information Memorandum on Acquisition and 

Disposition of Assets and Connected Transaction and related information for your consideration. 

The Management Company has carefully reviewed the information in the Information Memorandum, 

and hereby certifi es that such information is accurate, contains no false statement or is misleading 

in any material respect. 

For convenience and rapidity in the registration of attendance of the Meeting, the unitholders 

are requested to deliver the proxy (with Baht 20 stamp duty affi xed) , using the envelope attached to 

this document, to the Management Company within 30 May 2011, or to present it to the registration 

staff before the commencement of the Meeting. 

Property Fund Business Group 

Tel. 0-2674-6400 ext. 456 - 460 

Yours sincerely, 

( Mr. Sudhipongse Phuaphanprasert ) 

Deputy Managing Director 

9

Objectives and Rationale for Capital Increase 

TPARK Logistics Property Fund (the “Fund”) has been set up under the objectives to 

mobilize funds for purchase or lease of immovable properties and to reap benefits for generating 

income and returns for the Fund and the unitholders. 

To fulfill the above objectives, BBL Asset Management Co., Ltd. (the “Management 

Company”) as the manager of the Fund, plans to increase the Fund’s capital through the issue 

of additional investment units for offering to unitholders and investors. Proceeds derived thereon 

would be used to purchase lands and leased buildings comprising 3 warehouses (12 units) from 

TICON Logistics Park Company Limited (the “Additional Properties”). The Management Company 

believes that the capital increase for acquiring such land and buildings will render benefits for the 

Fund and unitholders as follows: 

1. Increase in projected dividend per unit 

The Management Company expects that the Fund will be able to gain benefits and income 

from its investment in the additional immovable properties, thereby leading to higher returns in the 

form of dividend per unit for unitholders. 

According to the projection of the Management Company for the quarterly accounting 

period ending 31 December 2011 and the accounting period from 1 January 2012 to 30 September 

2012, the expected dividend per unit to be received by the unitholders will be higher than the 

expected dividend per unit from the existing properties before the capital increase plan in the 

corresponding accounting periods. 

2. Trading liquidity of investment units may increase 

The issuance and offering of additional investment units will increase the number of 

investment units issued and offered by the Fund, from the current level of 153,300,000 units to 

the total number of not exceeding 248,300,000 units (through issuance and offering of investment 

units of not exceeding 95,000,000 units). The Management Company expects that an increase 

in investment units will increase trading liquidity of investment units of the Fund on the Stock 

Exchange of Thailand. 

3. Enhance potentials of immovable properties invested by the FUND 

All of the warehouses for lease to be purchased by the Fund are located in TICON 

Logistics Park Bangna Project, Chachoengsao province and TICON Logistics Park Laemchabang, 

Chonburi province not far away from Bangkok, together with accesses to various transportation 

modes, the details of those additional immovable properties to be invested in by the Fund are 

provided in the Attachment 2 Additionally, TICON Industrial Connection Public Company Limited 

as the seller of the immovable properties to be sold to the Fund and the property manager, is a 

renowned and experienced company in construction, development and management of quality 

industrial factory and warehouses for lease which has been acknowledged. These are key factors, 

which will enhance potentials of immovable properties invested by the Fund to both attractiveness 

to the lessees to lease the warehouses and the rentals will be set at competitive levels. 

In addition, Thailand still possesses sound of logistics potential to become a major 

industrial base of Asia. Contributing factors include acceptable labor quality, competitive wages, 

and being the transportation center to other neighboring countries in the region. These will 

10

attract a number of foreign companies to set up production bases in Thailand. Most of them are 

unwilling to construct warehouses by themselves, due to high construction cost and low mobility. 

The factory buildings for leases will be among the primary options for them and in high demand 

among foreign companies. 

4. Diversified sources of income for the Fund 

Investment in additional immovable properties will reduce the Fund’s reliance on income 

from some particular lessees. In March 2011, rental income from the top 5 lessees of immovable 

properties under the existing investment of the Fund accounted for 80.53 percent of total rental 

income from the existing immovable properties. Should the additional properties be included, the 

portion of rental income from the top 5 lessees will drop to 67.01 percent of total rental income 

from the immovable properties. 

In addition, there will be a greater variety of business undertakings among lessees, 

which will diversify risks associated with lessees’ businesses, including lower risks from economic 

fluctuation and business cycles of the lessees. 

(Details of lessees are provided in the Attachment 2, concerning information of the 

additional immovable properties to be invested in by the Fund.) 

11

Information of Additional Properties to be Invested by the Fund 

The Management Company will raise more capital for investment in additional properties. 

In the event that the Management Company is able to raise sufficient capital for purchasing 

all properties as listed below, the Management Company will invest in lands and warehouse 

buildings of TICON Industrial Connection Public Company Limited, namely 3 units of warehouse 

buildings, with total warehouse space of 55,230 square meters, located in TICON Logistics Park 

Project – Bangna, Chachoengsao Province and TICON Logistics Park Project – Laemchabang, 

Chonb Buri Province. These will be located in the total areas of 63-2-71 rai, as detailed below: 

1. Land and warehouse building, totaling 1 unit, located in TICON Logistics Park Project – 

Bangna, Bang Samak District, Bang Pakong Sub-district, Chochoengsao Province. 

2. Lands and warehouse buildings, totaling 2 warehouse buildings (11 units), located in TICON 

Logistics Park Project – Laemchabang, Nong Kham District, Sriracha Sub-district, Chonburi 

Province. 

Details on lands, warehouse buildings, appraisal values, and projected income from 

rents and services are shown in the table: “Summary of Properties to be Invested by the Fund – 2 nd 

Investment (1 st Capital Increase)” as follows: 

12

Summary of Properties to be Invested by the Fund – 2 nd Investment (1 st Capital Increase) 

Appraisal Value by 

Nexus Property Knight Frank 

Consultants Chartered 

Co., Ltd. (Thailand) Co., Ltd. 

(As of 21 April 2011) (As of 21April 2011) 

460,000,000 78,400,000 

Details of Warehouse Buildings 

Warehouse 

Space 

(Square 

Meter) 

Land Area 

(Rai-Ngarn- 

Square Wah) 

Title Deed No. Location 

Warehouse 

Name 

TICON Logistics 

Park Project 

Bangna/ 

Laemchabang/ 

Wangnoi 

No. 

80,100,000 

78,400,000 

158,300,000 

1. Laemchabang SW.A Nong Kham 

5,310 One unit of one-storey reinforced 

District, Sriracha 

concrete building with mezzanine 

2. Laemchabang SW.B Sub-district, 

5,310 One unit of one-storey reinforced 

Chonburi 


Province 

3. Laemchabang SW.C 5,310 One unit of one-storey reinforced 


4. Laemchabang SW.D 5,310 One unit of one-storey reinforced 


5. Laemchabang SW.E 5,220 One unit of one-storey reinforced 


6. Laemchabang SW.F 152508(NorSor.3Kor.4576) 

Approximately 5,220 One unit of one-storey reinforced 

is in the process to 

60-1-600 Rai 


spliteparate the deeds 

,13025 

,104395 

,112195 

,112194 

7. Laemchabang SW.G 2,570 One unit of one-storey reinforced 


8. Laemchabang SW.H 1,930 One unit of one-storey reinforced 


9. Laemchabang SW.I 1,450 One unit of one-storey reinforced 


10. Laemchabang SW.J 1,000 One unit of one-storey reinforced 


11. Laemchabang SW.K 2,900 One unit of one-storey reinforced 


13 

78,000,000 

133,000,000 39,800,000 

32,000,000 

24,100,000 

15,000,000 

46,300,000

Appraisal Value by 

Nexus Property Knight Frank 

Consultants Chartered 

Co., Ltd. (Thailand) Co., Ltd. 

(As of 21 April 2011) (As of 21April 2011) 

317,000,000 322,400,000 

Details of Warehouse Buildings 

Warehouse 

Space 

(Square 

Meter) 

Land Area 

(Rai-Ngarn- 

Square Wah) 

Title Deed No. Location 

Warehouse 

Name 


Park Project 

Bangna/ 

Laemchabang/ 

No. 

Wangnoi 

15-0-11 13,700 Two units of one-storey reinforced 


SW.FZ1 30846 Bang Samak 

District, Bang 

Pakong 

Sub-district, 

Chachoengsao 

Province 

12. Bangna Trad 

km.329 

Total 63-2-71 55,230 910,000,000 952,800,000 

Remarks: 

• Total appraisal value was Baht 910,000,000 as of 21 April 2011 by Nexus Property Consultant Co., Ltd. and total appraisal value was Baht 952,800,000 as of 21 April 2011 

by Knight Frank Chartered (Thailand) Co., Ltd. Both appraisal firms adopted an income approach for valuation of properties, due to income-generating capability of the 

properties. Investors can see the details in the appraisal reports at the Management Company. 

• As of 31 March 2011, the warehouse No.12 which situated in TICON Logistics Park – Bangna is still under construction, however, it is estimated to be completed within May 2011. 

A tenant, Leschaco (Thailand) Co.,Ltd. will enter into a lease agreement with TICON Logistics Park Company Limited for 12 years term when the construction of warehouse is 

completed (refer to MOU No.TPK-MOU-10-001)., Leschaco(Thailand) Co.,Ltd. when the construction of warehouse is completed. 

14

The projected rental and service income from properties to be invested by the Fund 

for 2012 is approximately Baht 7.51 million per month (based on a 100%-occupancy rate). 

The projection could not warrant future performance, and the projected income from rental and 

service fees are income before expenses of the Fund. 

The Management Company will appoint TICON Industrial Connection Public Company 

Limited as the property manager of the additional properties (which are shown in the table: 

“Summary of Properties to be Invested by the Fund – 2 nd Investment)” . 

1. General Information on Warehouse Buildings for Rent 

The following table shows summary of data, as of 31 March 2011, concerning the existing 

properties and additional properties to be invested in by the Fund. 

Existing Properties to be invested 

Properties by the FUND 

Total 

Leased Warehouse Space (square meter) 70,731 55,230 125,961 

Occupancy Rate (as of 31 March 2011) 100% 100% 100% 

Number of Warehouses 15 12 27 

Number of Leased Warehouses 

(as of 31 March 2011) 15 12 27 

Remark: 

The construction of a warehouse (SW.FZ1) located in TICON Logistics Park – Bangna 

which is one of the additional properties to be invested in by the Fund, as of 31 March 2011 is still 

under construction, however, it is estimated to be completed within May 2011. A tenant, Leschaco 

(Thailand) Co.,Ltd. will enter into a lease agreement with TICON Logistics Park Company Limited 

for 12 years term when the construction of warehouse is completed . (rRefer to MOU No.TPK- 

MOU-10-001). 

15

Summary of Existing Properties and Properties to be Invested by the Fund 

As of 31 March 2011 

Existing Properties Properties to be invested by the Fund Total 

Avg. 

Life 

(Years) Occ. 

Area 

(Sq.m.) 

Number of 

Warehouses 

Occ. 

Avg. 

Life 

(Years) 

Area 

(Sq.m.) 

Number of 

Warehouses 

Occ. 

Avg. 

Life 

(Years) 

Area 

(Sq.m.) 

Number of 

Warehouses 


Park Project 

Bangna 10 36,625 3.34 100% 1 13,700 0 100% 11 50,325 2.44 100% 

Wang noi 5 34,106 2.46 100% - - - - 5 34,106 2.46 100% 

Laemchabang - - - - 11 41,530 3.30 100% 11 41,530 3.30 100% 

Total 15 70,731 2.92 100% 12 55,230 2.72 98.5% 27 125,961 2.73 100% 

16 

Remark: 

The construction of a warehouse (SW.FZ1) located in TICON Logistics Park – Bangna which is one of the additional properties to be invested in by the Fund, as of 31 March 2011 is 

still under construction, however, it is estimated to be completed within May 2011. A tenant, Leschaco (Thailand) Co.,Ltd. will enter into a lease agreement with TICON Logistics Park 

Company Limited for 12 years term when the construction of warehouse is completed (refer to MOU No.TPK-MOU-10-001). 

• , Leschaco(Thailand) Co.,Ltd. when the construction of warehouse is completed. (Refer to MOU No.TPK-MOU-10-001)

2. Locations of Projects 

The additional leased warehouse buildings to be invested in by the Fund are located in 2 

locations of Logistics Park Projects as detailed below: 

• There is 1 warehouse building (1 unit) located in TICON Logistics Park - Bangna, as 

detailed below: 

Developer TICON Logistics Park Company Limited 

Location Bang Pa Kong Sub-district, Chachoengsao Province 

Distance by Road, from: - Bangkok 39 kms 

- Suvarnabhumi Airport 33 kms 

- Don Mueang Airport 73 kms 

- Khlong Toei Port 63 kms 

- Laem Chabang Port 58 kms 

• There are 2 warehouse buildings (11 units) located in TICON Logistics Park - 

Laemchabang, as detailed below: 

Developer TICON Logistics Park Company Limited 

Location Sriracha Sub-district, Chonburi Province 

Distance by Road, from: - Bangkok 90 kms 

- Suvarnabhumi Airport 60 kms 

- Don Mueang Airport 120 kms 

- Laem Chabang Port 10 kms 

3. Age of Warehouse Buildings and Warehouses 

As of 31 March 2011, all 3 warehouse buildings (12 units), to be invested in by the Fund, had 

weigh average age by rental space from the complete construction date equal to 2.92 years, 

as per detailed below: 

Age of 

Factories 

(Years) 

Number of Factories / Ratio of Rental Fee to Total Rental Fees1 Existing Properties 

Properties to be invested 

in by the Fund 

Total 

(Number of 

Warehouses) 

(%) (Number of 

Warehouses) 

(%) (Number of 

Warehouses) 

(%) 

< 4 Years 13 81.24 8 65.75 21 75.69 

4 - 8 Years 2 18.76 4 34.25 6 24.31 

> 8 Years - - - - - - 

Total 15 100.0 12 100.0 27 100.0 

Remarks: 1 Reflects rental income contribution for the month of March 2011 

17

4. Occupancy Rate 

The average occupancy rate of 3 warehouse buildings (12 units) to be invested in by the 

Fund in 2008, 2009, and 2010 are as follows: 

TICON Logistics Park 

Project 

Warehouse 

18 

Average Occupancy Rate (%) 

2008 2009 2010 

Jan-Mar 

2011 

1. Laemchabang SW.A 58.33 75.00 100.00 100.00 

2. Laemchabang SW.B 100.00 33.33 91.67 100.00 

3. Laemchabang SW.C 91.67 100.00 100.00 100.00 

4. Laemchabang SW.D 100.00 33.33 91.67 100.00 

5. Laemchabang SW.E 41.67 91.67 100.00 

6. Laemchabang SW.F 100.00 100.00 100.00 100.00 

7. Laemchabang SW.G 100.00 100.00 100.00 

8. Laemchabang SW.H 72.72 100.00 

9. Laemchabang SW.I 100.00 100.00 

10. Laemchabang SW.J 100.00 100.00 

11. Laemchabang SW.K 88.89 100.00 

12. Bangna km.39 SW.FZ1 

Remark 

1. Refer to uncompleted factories 

2. The construction of a warehouse (SW.FZ1) located in TICON Logistics Park – Bangna 

which is one of the additional properties to be invested in by the Fund, as of 31 March 

2011 is still under construction, however, it is estimated to be completed within May 2011. 

A tenant, Leschaco (Thailand) Co.,Ltd. will enter into a lease agreement with TICON 

Logistics Park Company Limited for 12 years term when the construction of warehouse is 

completed (refer to MOU No.TPK-MOU-10-001).

5. Remaining Term of Lease Agreements 

The table below sets out details of lease expiries in respect of the committed leases for the 

warehouse buildings to be invested in by the Fund, as of 31 March 2011. 

Percentage of total rental income 

Year of Lease Expiry 

1 

Existing Properties 

(%) 

Properties to be invested in 

by the Fund (%) 

Total 

(%) 

2011 6.42 26.70 13.68 

2012 48.40 18.06 37.54 

2013 9.88 23.09 14.61 

After 2013 35.30 32.14 34.17 

Total 100.0 100.0 100.0 


6. Details of Tenants of Warehouses 

The table below sets out details of the tenant diversification, in terms of nationality of tenants, 

for the warehouse buildings to be invested in by the Fund, as of 31 March 2011: 


Nationality 

1 


(%) 


by the Fund (%) 

Total 

(%) 

Japanese 18.37 24.11 20.42 

France 33.61 - 21.58 

German 28.97 32.14 18.60 

Netherlands 12.75 - 19.69 

Australia - 28.74 10.29 

Other countries or joint 

venture companies 

6.30 15.01 9.42 

Total 100.0 100.0 100.0 


19

The table below sets out details of the tenant diversification, in terms of types of 

business of the tenants, for the warehouse buildings to be invested in by the Fund, 

as of 31 March 2011: 


Types of Business 

1 


(%) 


in by the Fund (%) 

Total 

(%) 

Logistics 9.49 36.06 19.00 

Retail 55.86 - 35.86 

Consumer products 13.04 - 8.37 

Electronics products 15.29 36.51 22.89 

Automotive 3.16 27.43 9.82 

Others 3.16 - 4.06 

Total 100.0 100.0 100.0 


20

The table below sets out the information of the 5 largest tenants by rental income: 

No. 

Existing Properties Additional Properties Total 

1 Siam Makro PLC Leschaco (Thailand) Limited Siam Makro PLC 

2 Cencar Limited Toll Warehouse (Thailand) Company Limited Cencar Limited 

3 Mits Logistics (Thailand) Limited Hi-Tech Nittsu (Thailand) Company Limited Leschaco (Thailand) Limited 

Tenants 1 

4 Leschaco (Thailand) Company Limited Thai Samsung Electrics Company Limited Toll Warehouse (Thailand) Company 

Limited 

5 Ecco (Thailand) Company Limited Inter JSL (Thailand) Company Limited Hi-Tech Nittsu (Thailand) Company 

Limited 

80.53 96.68 67.01 

Percentage of total 

rental income of the 

5 largest tenants by 

rental income (%)* 

21 

Remarks: 1 Reflects rental income contribution for the month of March 2011

7. Historical Rental Income of Additional Warehouse Buildings to be Invested in by the Fund 

Income structure, to be generated from 3 warehouse buildings (12 units), mainly comprises 

rental fee income and service fees. The historical incomes for the previous 3 years are as 

follows: 

Unit : Million Baht 

Income 2008 2009 2010 Jan-Mar 2011 

Base rental 13.0 12.9 24.1 7.4 

Service charge 10.6 10.8 19.6 6.6 

Common area 

2.2 2.3 3.7 1.2 

service fees 

Total rental income 25.8 26.0 47.4 15.2 

Remark: 

1. An increase in base rental and service charge during the past three years stemmed from 

gradual realization of income from completed warehouse buildings and occupation by tenants. 

• As of the end of 2008, there were 5 units of warehouses completed. 



• As of the end of Q1/2011, there were 12 units of warehouses and completed. 

2. The construction of a warehouse (SW.FZ1) located in TICON Logistics Park – Bangna which 

is one of the additional properties to be invested in by the Fund, as of 31 March 2011 is still under 

construction, however, it is estimated to be completed within May 2011. A tenant, Leschaco 

(Thailand) Co., Ltd. will enter into a lease agreement with TICON Logistics Park Company Limited 

for 12 years term when the construction of warehouse is completed (refer to MOU No.TPK- 

MOU-10-001). 

22

Information Memorandum of Asset Acquisition and Connected Transaction 

TPARK Logistics Property Fund 

Part 1: Information Memorandum of Asset Acquisition and Connected Transaction 

1. Transaction Date: 

After obtaining the approval from the unitholders and the Office of the Securities and 

Exchange Commission (the “SEC”), for related issues, and when TPARK Logistics Property 

Fund (the “Fund”) has accomplished the offering of additional investment units. 

2. Counterparty and relationship with the Fund: 

TICON Industrial Connection Public Company Limited relates to the Fund as a major 

unitholder holding 20.06 percent of all investment units, as of 3 March 2011. It is also a 

property manager of the Fund, being considered as a connected person of the Fund. 

3. General characteristics of transaction: 

The Fund plans to use proceeds received from its capital increase and loan (if any) for 

investment in additional immovable properties, through purchase of ownership rights of 

properties, being 3 units of land and 12 warehouse buildings from TICON Logistics Park 

Company Limited, with the total value of not exceeding Baht 950,000,000 as detailed in the 

Item No. 4. 

4. Details of assets to be purchased: 

1. Land and warehouse building, totaling 1 unit, located in TICON Logistics Park Project 

– Bangna, Tambon Bang Samak, Amphur Bang Pakong, Chochoengsao Province. 

2. Lands and warehouse buildings, totaling 3 units (11 units), located in TICON Logistics 

Park Project – Laemchabang, Tambon Nong Kham, Amphur Sriracha, Chonburi 

Province. 

In this regard, the Management Company has intent on appointing TICON Industrial 

Connection Public Company Limited, holding 99.99% of common stock in TICON Logistics 

Park Company Limited who is the owner of the additional immovable properties to be invested 

in by the Fund, and a major unitholder of the Fund to be property managers of additional 

immovable properties to be invested in by the Fund at this time. The property management 

contract will be valid for 8 years. The Fund agrees to pay property management fee to 

property manager on monthly basis, which can be divided into 2 periods. 

(1) For the first management period from the date of additional investment by the Fund to 

31 December 2016. 

the Property Management Fee = [A x (B – C – D – E)], where 

A = a fix rate as predetermined in Property Management Agreement. 

B = cumulative actual income from Property Gross Revenue and other incomes 

related to Property Gross revenue as recorded in the account of the Fund in 

a particular month. 

C = Cumulative Guaranteed Amount. 

D = cumulative expenses for each Year in relation to the management of 

Properties, for example, the maintenance and repairs for the Properties, land 

and household tax, insurance premiums for the insurance policy, expenses 

where any Properties are unoccupied, the common service area, security 

service fee and other expenses, including but not limited to provision for bad 

debts, as appeared in the audited financial statements of the Fund. 

23

E = monthly reserve for the replacement of equipment and major repairs to the 

Properties (Reserve for Replacement). The annual Reserve for Replacement 

shall not exceed Baht 4,000,000 and 10 (ten) per cent of net profit of the Fund 

in such Year. There will be no Reserve for Replacement set for the years 

2011 and 2012. 

If the Property Management Fee calculated above becomes negative, the Property 

Management Fee shall be deemed to be 0 (zero). And in such case, the Fund does not 

have the obligation to pay Property Management Fee to the property manager. 

(2) For the second management period from 1 January 2017 to 31 December 2019 

The Property Management Fee shall comprise 3 (three) percent of the Property Gross 

Revenue PLUS an incentive fee of 0 (zero) to 10 (ten) per cent of the Gross Operating 

Profit of the Fund. 

The total Property Management Fee and Other Fees shall not exceed 3 (three) percent 

of the net asset value of the Fund. 

Six month prior to the ending of the period in clause (1) or prior to 30 June 2016, the 

Fund and the Property Manager may negotiate on details of the Cumulative Guaranteed 

Amount to be provided by the Property Manager and the formula for the calculation of the 

Property Management Fee, provided that the Fund Manager (on behalf of the Fund) will 

take into account the benefit of the unitholders. With respect to the negotiation, the situation 

of property industry, trend, the operation result of the Fund including performance of the 

Property Manager in relation to the management of the Fund the will be also considered. 

In addition to Property Management Fee, the Property Manager will be entitled to receive 

other fees set out below: 

• Brokerage fee for solicitation of a new tenant: 

(a) For the first Management Period : there is no brokerage fee for solicitation of a new 

tenant. 

(b) For the second Management Period : for any new Lease and Service Agreement 

entered into by a new tenant for a term of 3 (three) years or more, a commission 

is equal to 2 (two) months rental and services fee with respect to such property. 

In case of new Lease and Service Agreement has a term of shorter than 3 (three) 

years, the lease commission payable to the Property Manager shall be adjusted 

pro-rata to the 2 (two) months rental based on the length of the lease. 

• Brokerage fee for acquiring and selling property : the Property Manager shall be entitled 

to receive a commission of an amount equal to 3 (three) percent of the acquisition price 

and selling price from each transaction. 

5. Total value of transaction and value of retur : 

Any agreement to enter into transactions, as in the Item No. 3, will be considered as connected 

transactions, under the Notification of the Board of Governors of the Stock Exchange of 

Thailand (the “SET”) Re: Disclosure of Information and Act of Listed Companies Concerning 

Connected Transactions, 2003, as amended. Transaction values can be described as below: 

Investment in additional properties of the Fund will have total value of not exceeding Baht 

950,000,000, payable fully on the date of ownership transfers. Total transaction value is not 

exceeding 59.11 percent of net asset value as of 31 March 2011. 

24

The combined values of the transaction exceed 3.0 percent of Net Asset Value (NAV) of 

the FunD, totaling Baht 1,607,171,701.0., as of 31 March 2011. The above transaction must 

be approved with an affirmative vote of not less than three-fourths of the total investment 

units of the unitholders attending the meeting and having the rights to vote. To constitute 

the quorum for the meeting of the unitholders to approve this transaction, there must be not 

less than 25 unitholders or not less than one-half of the total number of unitholders attending 

the meeting, and the unitholders attending the meeting must hold not less than one-third 

of the total investment units sold of the FunD. In relation to the calculation of votes, the 

Management Company shall exclude the votes of unitholders who have conflict of interest 

in the investment in the immovable properties or leasehold rights or who are the owners, 

lessors, assignors of lease or grantors of rights over the properties in which the FunD has 

invested or will additionally invest and the same group of persons according to the relevant 

notifications of the SEC. 

An agreement to enter into transactions will be considered as an acquisition of assets, 

under relevant notification of the Board of Governors of the SET Re: Disclosure of Information 

and Other Acts of Listed Companies Concerning the Acquisition and Disposition of Assets, 

2004, as amended. The combined transaction values will not exceed Baht 950,000,000. 

After calculating the size the transaction, it falls under Category 1 Transaction which has the 

proportion of transaction value frof150 percen, but less than 100 percent of net asset value 

of the FunD, as of 31 March 2011, which equals to Baht 1,607,171,701.08. 

6. Value of assets to be purchase : 

The total value is not exceeding Baht 950,000,000 In this regard, the Fund has arranged 

for 2 independent appraisers, namely (1) Knight Frank Chartered (Thailand) Co., Ltd. and 

(2) Nexus Property Consultant Co., Ltd. to appraise the value of the immovable properties 

in which the FunD will invest at this time (based on income approach method). The price of 

the investment in these immovable properties will not be 10 percent higher than the lowest 

price obtained from the appraisal reports. 

7. Criteria to determine the value of retur : 

The value of the additional assets to be invested in by the Fund is determined by return from 

rents and appraised values, provided by 2 independent appraisal firms. 

8. Benefit from assets purchas : 

The income from rentals and annual operating result of the Fund will be strengthened, which, 

in turn, should reduce the risks with respect to the investment in immovable properties and 

diversify sources of income of the FunD. 

9. Source of fund for additional investmen : 

From issue and offer of additional investment units to the existing unitholders, anr under private 

placement, and/or general investors, as the Management Company deems appropriate and 

from the borrowing (if any), in the total value not exceeding Baht 950,000,000. 

10. Approval of transactio : 

The above transactions are under approval by the Management Company, because they 

will provide more channels to generate more income and return for unitholders. 

25

Part 2 : Information on TPARK Logistics Property Fund 

1. Information on types of business and trend 

Types of Business 

As of 31 March 2011, the Fund invested in lands and buildings, being 5 warehouses (15 

units) for rent, located in 2 logistics project, as follows: 

1. Land with warehouses, totaling 2 units (5 units), located at TICON Logistics Park - 

Wangnoi Project, Tambon Phayom, Amphur Wangnoi, Ayutthaya Province. 

2. Land with warehouses, totaling 3 units (10 units), located at TICON Logistics Park 

- Bangna Project, Tambon Bangsamuk, Amphur Bangpakong, Chachoengsao 

Province. 

This will include the opportunity of generating income and return from those immovable 

properties, including modification, alteration, development, and/or sales of assets invested in or 

acquired by the Fund, through leases, and/or sales or any undertakings for benefits of those assets. 

These will be aimed at generating income and return for the Fund and unitholders, including 

investment in other assets, and/or securities, and/or other profit-seeking methods, specified under 

the securities law and/or other applicable laws. 

Industrial Property Market 

Warehouse-for-rent 

Year 2010 was accepted as a business recovery year for Thailand from the world financial 

crisis. For the factory-for-rent sector has recovered result from the recovery of Electronic Part Sector 

for ready-built factory (RBF) since the beginning of 2010 and from the recovery of Automotive 

Part since the second half of the year. As a result, the warehouse-for-rent sector will normally be 

recovered within 6 months after the recovery of the factory-for-rent sector. 

The Fund’s tenants can be grouped into 3 major sectors as follows: 

(1) Tenants in retail business sector holding a lease area of almost half of total lease 

areas owned by the Fund have not been directly affected from the preceding financial 

crisis. 

(2) Tenants in logistics services sector holding around 30% of total lease areas have not 

been directly affected from the preceding financial crisis. 

(3) Tenant in manufacturing sector holding around 20% of total lease areas have been 

slightly affected from the preceding financial crisis. 

The Fund’s warehouses have been currently fully rented, which one vacant warehouse has 

been rented in the second half of 2010 resulting a full occupancy of 100%. All tenants which the 

lease will expire in this year have already renewed contacts with the Fund. In addition, the Fund 

has also been guaranteed a minimum rental of Baht 118.5 million per annum by the property 

manager. These are to guarantee that the Fund shall be able to make dividend payments to the 

unitholders at some certain level. 

26

2. Summary of last year Financial Standing, together with Descriptions and Analysis of 

Financial Standing and Performance Results of Last Year, as well as Possible Risk Factors 

likely to impact profits of theDFund 

As of date 

Assets 

Investment in immovable properties 

Investment in securities 

Cash at bank 

Account receivables 

Unbilled income 

Deferred charges 

Other current asset 

Balance Sheet 

31 December 2009 

(Baht) 

27 

1,531,274,592 

- 

27,215,400 

3,431,399 

- 

249,706 

92,353 

31 December 2010 

(Baht) 

1,558,600,000 

35,000,000 

24,069,699 

157,939 

10,414,719 

199,015 

95,658 

Total assets 1,562,263,450 1,628,537,030 

Liabilities 

Accrued expenses 

Deposits received from lease of assets 

2,081,960 

17,299,250 

9,467,360 

16,717,000 

Total liabilities 19,381,210 26,184,360 

Net assets 1,542,882,240 1,602,352,670 

Net assets, comprising 

Capital from the unitholders 

Retained earnings 

1,533,000,000 

9,882,240 

1,533,000,000 

69,352,670 

Net assets 1,542,882,240 1,602,352,670

For the period 

Investment income 

Rental and services income 

Interest income 

Profit and Loss Statement 

For the period during 

1 - 31 Dec 09 

(Baht) 

28 

For the year ended 

31 Dec 10 

(Baht) 

11,902,985 

33,119 

166,023,059 

280,623 

Total income 11,936,104 166,303,682 

Expenses 

Management fee 

Trustee fee 

Registrar fee 

Property management fee 

Audit fee 

Operating expenses 

210,224 

39,242 

77,082 

1,300,385 

60,000 

366,931 

2,547,433 

475,520 

934,059 

16,363,050 

309,570 

9,046,417 

Total expenses 2,053,864 29,676,049 

Net investment income 9,882,240 136,627,633 

Dividend payments - 104,244,000 

Dividend payments (Baht per unit) - 0.68 

Remarks: 

The above dividend payments were paid from the result of the operating period of Q1-Q3 

of the year 2010. For Q4, the Fund shall make a dividend payment to unitholders on 17 March 

2011. 

Performance Results of TPARK Logistics Property Fund 

For the Period from 1 January 2010 to 31 December 2010 

The financial standing of the Fund as of 31 December 2010 showed total assets of Baht 

1,628.5 million, comprising investment in immovable properties of 95.7 percent of total assets. 

The Fund also has investment in security and cash at banks total of Baht 59.1 million and unbilled 

income of Baht 10.4 million. However, the Fund recorded total liabilities of Baht 26.2 million, or 

1.6 percent of total assets, which comprising deposits for lease of assets of Baht 16.7 million and 

accrued expenses of Baht 9.5 million. Therefore, as of 31 December 2010, the Fund recorded net 

assets (total assets after total liabilities) of Baht 1,602.4 million. 

The operating results of the Fund from 1 January 2010 to 31 December 2010 showed total 

income of Baht 166.3 million. This comprised (1) rental and services income, totaling Baht 166.0 

million, or 99.8 percent of total income, (2) interest income of Baht 0.3 million. Total expenses 

of the Fund were Baht 29.7 million, or 17.8 percent of total income. Key expenses are property 

management fee, totaling Baht 16.4 million, or 9.8 percent of total income. The Fund also had 

fund operating expenses total of Baht 4.3 million. By that period, as a result, the Fund earned net 

investment income of Baht 136.6 million, or 82.2 percent of total income. 

From the operating results, from 1 December 2009, to 31 December 2010, the Fund 

announced dividend payments three times, totaling Baht 104.2 million, or Baht 0.68 per investment 

unit.

Related Party Transaction during past and present years 

a) Major related party transactions can be summarized, as below: 

For the period 

BBL Asset Management Co., Ltd. 

- Management fee 

Bangkok Bank Public Company Limited 

- Registrar fee 

TICON Industrial Connection Public Company Limited 

- Property management fee 

- Repair and maintenance expense 

TICON Logistics Park Co., Ltd. 

- Purchase of land and logistics warehouses 

including equipment 

- Common area service fees 

- Repair and maintenance expense 

b) Major related party account balances 

As of date 

Accrued Expenses : 

BBL Asset Management Co., Ltd. 

- Management fee payable 

Bangkok Bank Public Company Limited 

- Registrar fee payable 

TICON Industrial Connection Public Company Limited 

- Property management fee payable 

- Account receivable from leases 

TICON Logistics Park Co., Ltd. 

- Common area services fees payable 

29 


1 - 31 Dec 09 

(Baht) 

210,224 

77,082 

1,300,385 - 

1,530,000,000 

24,524 - 


1 - 31 Dec 09 

(Baht) 

210,224 

77,082 

1,300,385 

22,919 

24,524 


31 Dec 10 

(Baht) 

2,547,433 

1,162,868 

16,363,050 

81,104 

- 

198,210 

133,507 


31 Dec 10 

(Baht) 

218,471 

80,106 

1,593,052 - 

-

c) List of Top 10 Unitholders, as of 3 March 2011 

Name 

Number 

(Units) 

Investment Holding 

(%) 

1. TICON Industrial Connection Public Company Limited 30,756,000 20.06 

2. Social Security Office 20,000,000 13.05 

3. Muang Thai Life Assurance Company Limited 9,950,000 6.49 

4. STP&I Public Company Limited 1,447,200 0.94 

5. MFC Property Wealth Fund 1,249,000 0.81 

6. Mrs.Poranee Chaikittisilp 1,000,000 0.65 

7. MFC Hi-Dividend Fund 700,000 0.46 

8. Mr.Somkiet Uapongkitikul 620,000 0.40 

9. Mr.Vetchayuk Thammanusan 580,400 0.38 

10. Mr.Thiwa Linthong 500,100 0.33 

Part 3 : Committee’s Comments on Adequacy of Working Capital 

BBL Asset Management Co., Ltd., as the management company of the Fund, has proposed 

the Fund to raise capital for additional investment in immovable properties, being lands and 

buildings comprising 3 warehouses (12 units), through the offering of additional investment units 

and the borrowings for an amount of not exceeding 10 percent of net asset value of the Fund 

(if any). Therefore, there would be no impacts on the present working capital of the Fund. 

Part 4 : Summary of material contracts 

“The Fund has been established with objectives to use raised capital for purchase or lease 

of immovable properties, accept of transfer of immovable properties and/or leasehold right of 

immovable properties, and management of benefits from the properties as said. In the past, the 

Fund has used capital derived from the offering of investment units for investment in immovable 

properties, being lands and buildings comprising 5 warehouses (15 units) for lease. Material terms 

of some relating contracts can be summarized, as below: 

1. Property sale and purchase agreement 

Sale and purchase agreement date 2 December 2009 : The Fund purchased lands and 

warehouse buildings from TICON Logistics Parks Company Limited for a number of 5 warehouses 

(15 units) for the amount of Baht 1,502,200,000. 

2. Property management agreement 

On 2 December 2009, the FunD appointed TICON Industrial Connection Public Company 

Limited, as the property manager of the Fund’s properties to maintain good conditions of immovable 

properties of the FunD for the use in profit seeking and seeking of benefit from the immovable 

properties of the FunD. The property management agreement has a term of 10 years and 1 month, 

from 3 December 2009 to 31 December 2019. The Fund agrees to pay property management fee 

to property manager on monthly basis, which can be divided into 2 periods. 

30

(1) For the first management period from11 December 2009 to 31 December 2016. 

the Property Management Fee = [A x (B – C – D – E)], where 

A = a fix rate as predetermined in Property Management Agreement. 

B = cumulative actual income from Property Gross Revenue and other incomes 

related to Property Gross revenue as recorded in the account of the Fund in 

a particular month. 

C = Cumulative Guaranteed Amount. 

D = cumulative expenses for each Year in relation to the management of 

Properties, for example, the maintenance and repairs for the Properties, land 

and household tax, insurance premiums for the insurance policy, expenses 

where any Properties are unoccupied, the common service area, security 

service fee and other expenses, including but not limited to provision for bad 

debts, as appeared in the audited financial statements of the Fund. 

E = monthly reserve for the replacement of equipment and major repairseto the 

Properties (Reserve for Replacement). The annual Reservetfor Replacement 

shall not exceed Baht 4,000,000 and 10 (ten) per cent of net profit of the Fund 

in such Year. There will be no Reserve for Replacement set for the years 

2009 and 2010. If the Property Management Fee calculated above becomes 

negative, the Property Management Fee shall be deemed to be 0 (zero). 

And in such case, the Fund does not have the obligation to pay Property 

Management Fee to the property manager. 

(2) For the second management period from 1 January 2017 to 31 December 2019 

The Property Management Fee shall comprise 3 (three) percent of the Property Gross 

Revenue PLUS an incentive fee of 0 (zero) to 10 (ten) per cent of the Gross Operating Profit of the 

Fund. 

The total Property Management Fee and Other Fees shall not exceed 3 (three) percent of 

the net asset value of theDFund. 

Six month prior to the ending of the period in clause (1) or prior to 30 June 2016, the Fund 

and the Property Manager may negotiate on details of the Cumulative Guaranteed Amount to be 

provided by the Property Manager and the formula for the calculation of the Property Management 

Fee, provided that the Fund Manager (on behalf of the Fund) will take into account the benefit 

of the unitholders. With respect to the negotiation, the situation of property industry, trend, the 

operation result of the Fund including performance of the Property Manager in relation to the 

management of the Fund the will be also considered. 

In addition to Property Management Fee, the Property Manager will be entitled to receive 

other fees set out below: 

• Brokerage fee for solicitation of a new tenan : 

(a) For the first Management Period : there is no brokerage fee for solicitation of a new 

tenant 

(b) For the second Management Period : for any new Lease and Service Agreement entered 

into by a new tenant for a term of 3 (three) years or more, a commission is equal to 2 

(two) months rental and services fee with respect to such property. In case of new Lease 

and Service Agreement has a term of shorter than 3 (three) years, the lease commission 

payable to the Property Manager shall be adjuste pro-rata to the 2 (two) months rental 

based on the length of the lease. 

31

• Brokerage fee for the acquiring and selling propert : the Property Manager shall be 

entitled to receive a commission of an amount equal to 3 (three) percent of the acquisition 

price and selling price from each transaction.) 

3. Lease & Service Payments Guarantee Agreement 

TICON Industrial Connection Public Company Limited, as property manager of theDFund, 

agrees to pay minimum lease & service payments guarantee for 7 years and 1 month, commencing 

from 1 December, 2009 to 31 Decembe, 2016, which the Fund shall have income less common 

area service payment not less than determined amount in each calendar year as detailed below; 

(1) From 3 Decembe, 2009 to 31 Decembe, 2009, income less common area service 

payment to be received by the Fund shall be not less than 9,875,000 THB, and 

(2) From 1 January 2010 to 31 Decembe, 2016, income less common area service payment 

to be received by the Fund shall be not less than 118,500,000 THB for each calendar 

year. 

The property manager agrees to submit bank guarantee issued by commercial bank to the 

Fund in each calendar year at the rate of 118,500,000 THB for 7 years from 1 January 2010 to 31 

December 2016. 

4. Common Area Service Payment Agreement 

The Fund has made Common Area Service Payment Agreement with TICON Logistics Park 

Company Limited (TPARK) as the owner of TICON Logistics park projects. In case of having 

tenants in warehouses owned by the Fund, TPARK will directly enter into common area service 

agreement with tenants. However, in case of vacant warehouses, the Fund agrees to make 

monthly common area service payment to TPARK. 

Part 5 : Pending Lawsuits or Claims 

- None - 

32

Investment Unit Holding of Connected Persons 

(As of 3 March 2011) 

Name Units Portion 

1 TICON Industrial Connection Public Company Limited 30,756,000 20.06% 

Total 30,756,000 20.06% 

Remark : The above persons cannot vote on Agenda 1,2 and 3 

33

Procedures for Registration, Attendance of the Meeting and Empowerment of Proxy 

For Unitholders’ Meeting of TPARK Logistics Property Fund 

Tuesday 31 May 2011, at 10.00 Hrs. 

------------------------------ 

1. Registration 

- Unitholders or proxies can register and submit necessary documents for examination 

and confirmation of their participation at the Meeting venue from 9.00 Hrs., of 31 May 

2011. 

2. Participation in Person 

(a) As a natural person: 

- Present an original ID card or Government ID cards, or a valid and original 

passport of the Unitholders. 

(b) As a juristic person: 

- The juristic person registered in Thailand shall submit a copy of the affidavit, 

certified true and correct copy by authorized signatories, affixed with the company 

seal (if any). 

- The juristic person registered in a foreign country shall submit the affidavit as a 

juristic person issued by a relevant authority in a particular country where the 

juristic person is located. In case those documents expressed in other languages, 

a foreign juristic person shall translate the documents into English, certified true 

and correct by authorized person(s) of a juristic person. 

- The authorized persons of a juristic person as provided in the affidavit shall 

present an original ID card or Government ID card, or valid and original passport 

(for foreign authorized persons) for registration. 

3. Empowerment of Proxy 

- Each unitholder shall empower only one proxy to participate and cast vote on his/ 

her behalf in the Meeting, using the Proxy Form A (for general investors), or Proxy 

Form B (for investors, whose names are shown in the unitholders’ register book 

as foreign investors, having appointed custodians in Thailand to supervise their 

investment units), as attached. 

- For convenience, please send the Proxy Form or document to the Management 

Company at least 1 business day in advance, by filling the information completely 

and signing the Form. Should there be any significant correction or deletion, 

unitholders so empowering the proxy shall sign his/her name at every corrected/ 

deleted spot. The Proxy Form shall be attached with Baht 20 of stamp duty. 

Required Documents for Proxy Empowerment 

(1) As a natural person, the unitholders so empowering the proxy shall submit the following 

documents: 

- The Proxy Form signed by the Grantor. 

- A copy of an ID card or a Government ID card, or a copy of valid passport (for 

foreigners so empowering the proxies) of an empowering party, certified true and 

correct copy by such empowering party. 

- A copy of an ID card and/or Government ID card, or a valid passport (in case of 

foreign proxies) of the proxy, certified true and correct copy by the proxy. 

40

(2) As a juristic person, the Unitholders so empowering the proxy shall submit the following 

documents: 

- The Proxy Form signed by authorized person(s) of a juristic person, according to 

the affidavit, and affixed with the company seal (if any). 

- A copy of an ID card or a Government ID card, or a copy of valid passport (for 

foreigners so empowering the proxies) of the authorized person(s) who signed 

the Proxy Form, certified true and correct copy by such authorized person(s). 

- The empowering party, being a juristic person registered in Thailand, shall submit 

a copy of the affidavit, certified true and correct copy by authorized signatories, 

affixed with the company seal (if any). 

- The empowering party, being a juristic person registered in a foreign country, 

shall submit the affidavit as a juristic person issued by a relevant authority in a 

particular country where the juristic person is located. 

- A foreign juristic person who has necessary documents expressed in other 

languages shall translate the documents into English, certified true and correct 

by authorized person(s) of a juristic person. 

- A copy of an ID card or Government ID card, or a valid passport (in case of 

foreign proxies) of the proxy, certified true and correct copy by the proxy. 

41

หนังสือมอบฉันทะ 

PROXY 

เขียนที่.......................................................... 

Written at 

วันที่................. 

เดือน................................... พ.ศ........................ 

Date Month Year 

(1) ข้าพเจ้า........................................................................................................................... สัญชาติ...................................... 

I/We nationality 

อยู่บ้านเลขที่....................................................... 

ถนน................................................. ต�าบล/แขวง................................................... 

Reside at Road Tambol/Khwaeng 

อ�าเภอ/เขต.......................................................... จังหวัด............................................. รหัสไปรษณีย์.................................................... 

Amphur/Khet Province Postal Code 

(2) เป็นผู ้ถือหน่วยลงทุนของกองทุนรวมอสังหาริมทรัพย์ทีพาร์คโลจิสติคส์ (TLOGIS) โดยถือหน่วยลงทุนจ�านวนทั้งสิ้นรวม.............หน่วย 

being a unitholder of TPARK Logistics Property Fund (TLOGIS) holding the total amount of units, 

และออกเสียงลงคะแนนได้เท่ากับ.................................................. เสียง 

and having the right to vote equal to votes. 

(3) ขอมอบฉันทะให้............................................................................................. อายุ............. ปี อยู ่บ้านเลขที่........................... 

Hereby appoint age years, reside at 

ถนน................................................................... ต�าบล/แขวง...................................... อ�าเภอ/เขต.................................................... 

Road Tambol/Khwaeng Amphur/Khet 

จังหวัด................................................................ รหัสไปรษณีย์.................................... 

Province Postal Code 

หรือผู้จัดการกองทุนรวม 

or the fund manager, namely 

นายสุทธิพงศ์ พัวพันประเสริฐ 49 1673/30 

.................................................................................................... อายุ........................ ปี อยู่บ้านเลขที่.............................................. 

Mr. Sudhipongse Phuaphanprasert age 49 years, reside at 1673/30 

เพชรบุรีตัดใหม่ มักกะสัน ราชเทวี 


Road New Phetchaburi Tambol/Khwaeng Makkasan Amphur/Khet Ratchatewi 

กรุงเทพมหานคร 10400 

จังหวัด................................................................รหัสไปรษณีย์...................................... 

Province Bangkok Postal Code 10400 

คนหนึ่งคนใดเพียงคนเดียวเป็นผู 

้แทนของข้าพเจ้าเพื่อเข้าประชุมและออกเสียงลงคะแนนแทนข้าพเจ้าในการประชุมผู 

้ถือหน่วยลงทุน ครั้งที่ 

1/2554 ในวันที่ 

31 พฤษภาคม 2554 เวลา 10.00 น. ณ ห้องแกรนด์ฮอลล์ เดอะบางกอกคลับ อาคารสาธรซิตี้ทาวเวอร์ 

ชั้น 

28 ถนนสาทรใต้ 

แขวงทุ่งมหาเมฆ 

เขตสาทร กรุงเทพมหานคร หรือที่จะพึงเลื่อนไปในวัน 

เวลา และสถานที่อื่นด้วย 

Any one of them to be my/our proxy to attend and vote on my/our behalf at the meeting of unitholders No. 1/2011 on 31 May 

2011 at 10.00 a.m. at Grand Hall, The Bangkok Club, 28th Floor, Sathorn City Tower, South Sathorn Road, Khwaeng 

Toongmahamek, Khet Sathorn, Bangkok or any adjournment at any date, time and place thereof. 

(4) ข้าพเจ้าขอมอบฉันทะให้ผู้รับมอบฉันทะออกเสียงลงคะแนนแทนข้าพเจ้าในการประชุมครั้งนี้ 

ดังนี้ 

I/We hereby authorize the proxy to vote on my/our behalf at this meeting as follows: 

(1) วาระที่ 

1 เรื่อง 

พิจารณาเพิ่มเงินทุนของกองทุนรวมเพื่อลงทุนในอสังหาริมทรัพย์เพิ่มเติม 

โดยการซื้อทรัพย์สินจากบริษัท 

ไทคอน โลจิสติคส์ พาร์ค จ�ากัด ได้แก่ ที่ดินพร้อมสิ่งปลูกสร้างที่ตั้งอยู่บนที่ดินดังกล่าวซึ่งเป็นอาคารคลังสินค้าจ�านวน 

3 

หลัง (12 คูหา) ตั้งอยู 

่ในโครงการ ไทคอน โลจิสติคส์ พาร์ค บางนา (จ�านวน 1 หลัง) และโครงการ ไทคอน โลจิสติคส์ พาร์ค 

แหลมฉบัง (จ�านวน 2 หลัง แบ่งเป็น 11 คูหา) 

Agenda No. 1 Re: To consider the capital increase of the Fund to invest in additional immovable properties by 

purchasing properties from TICON Logistics Park Company Limited, being lands and buildings comprising 3 

warehouses (12 units), which are located in TICON Logistic Park Bangna (1 warehouse) and TICON Logistic 

Park Laemchabang (2 warehouses divided into 11 units) 

43 

แบบ ก 

Form A

้ 

่ 

้ 

้ 

่ ้ 

้ 

่ 

้ 

่ 

� (ก) ให้ผู้รับมอบฉันทะมีสิทธิพิจารณาและลงมติแทนข้าพเจ้าได้ทุกประการตามที่เห็นสมควร 

(a) To grant my/our proxy to consider and vote on my/our behalf as he/she may deem appropriate in all 

respects. 

� (ข) ให้ผู้รับมอบฉันทะออกเสียงลงคะแนนตามความประสงค์ของข้าพเจ้า 

ดังนี 

(b) To grant my/our proxy to vote at my/our desire as follows: 

� เห็นด้วย � ไม่เห็นด้วย � งดออกเสียง 

Approve Disapprove Abstain 

(2) วาระที 2 เรื่อง 

พิจารณาเพิ่มจ�านวนเงินทุนของกองทุนรวมอีกไม่เกิน 

950,000,000 บาท โดยการออกและเสนอขายหน่วยลงทุน 

เพิ่มเติมจ�านวนไม่เกิน 

95,000,000 หน่วย และวิธีการก�าหนดราคาหน่วยลงทุนที่ออกและเสนอขายเพิ่มเติมในครั้งนี 

Agenda No. 2 Re: To consider the capital increase of the Fund for not exceeding Baht 950,000,000 through the 

issuance and offer for sale of not exceeding 95,000,000 additional investment units and the pricing method for 

determining the price of the investment units to be offered for sale 



respects. 



(b) To grant my/our proxy to vote as per my/our intention as follows: 




พิจารณาวิธีการเสนอขายและวิธีการจัดสรรหน่วยลงทุนที่ออกและเสนอขายเพิ่มเติมในครั้งนี 

และการน�า 

หน่วยลงทุนใหม่จดทะเบียนเป็นหลักทรัพย์จดทะเบียนในตลาดหลักทรัพย์แห่งประเทศไทย 

Agenda No. 3 Re: To consider the offering and allotment method of the additional investment units and listing 

of the new investment units on the Stock Exchange of Thailand 



respects. 







พิจารณาแก้ไขเพิ่มเติมโครงการจัดการลงทุนของกองทุนรวมอสังหาริมทรัพย์ทีพาร์คโลจิสติคส์ 

Agenda No. 4 Re: To consider the amendments of the investment project of the Fund 



respects. 







พิจารณาเรื่องอื่นๆ 

(ถ้ามี) 

Agenda No. 5 Re: Other businesses (if any). 



respects. 

44 

แบบ ก 

Form A

้ 






(5) การลงคะแนนเสียงของผู้รับมอบฉันทะในวาระใดที่ไม่เป็นไปตามที่ระบุไว้ในหนังสือมอบฉันทะนี้ให้ถือว่าการลงคะแนนเสียง 

นั้นไม่ถูกต้องและไม่ใช่เป็นการลงคะแนนเสียงของข้าพเจ้าในฐานะผู้ถือหน่วยลงทุน 

Voting of the proxy in any agenda that is not as specified in this Proxy Form shall be considered as invalid and 

not my/our votes as a unitholder. 

(6) ในกรณีที่ข้าพเจ้าไม่ได้ระบุความประสงค์ในการออกเสียงลงคะแนนในวาระใดไว้หรือระบุไว้ไม่ชัดเจน 

หรือในกรณีที่ที่ประชุม 

มีการพิจารณาหรือลงมติในเรื่องใดนอกเหนือจากเรื่องที่ระบุไว้ข้างต้น 

รวมถึงกรณีที่มีการแก้ไขเปลี่ยนแปลงหรือเพิ่มเติมข้อ 

เท็จจริงประการใด ให้ผู้รับมอบฉันทะมีสิทธิพิจารณาและลงมติแทนข้าพเจ้าได้ทุกประการตามที่เห็นสมควร 

In case I/we have not specified my/our voting intention in any agenda or not clearly specified or in case the 

meeting considers or passes resolutions in any matters other than those specified above, including in case there 

is any amendment or addition of any fact, the proxy shall have the right to consider and vote on my/our behalf 

as he/she may deem appropriate in all respects. 

กิจการใดที่ผู้รับมอบฉันทะได้กระท�าไปในการประชุม 

เว้นแต่กรณีที่ผู้รับมอบฉันทะไม่ออกเสียงตามที่ข้าพเจ้าระบุในหนังสือ 

มอบฉันทะ ให้ถือเสมือนว่าข้าพเจ้าได้กระท�าเองทุกประการ 

Any business carried out by the proxy at the said meeting, except in case that the proxy does not vote according 

to my/our intention(s) specified in the Proxy Form, shall be deemed as having been carried out by myself/ourselves in all 

respects. 

45 

ลงชื่อ/Signed................................................ผู 

้มอบฉันทะ/Grantor 

(.............................................. ) 

ลงชื่อ/Signed...............................................ผู 

้รับมอบฉันทะ/Proxy 

(.............................................. ) 

แบบ ก 

Form A 

หมายเหตุ 

1. ผู้ถือหน่วยลงทุนที่มอบฉันทะจะต้องมอบฉันทะให้ผู้รับมอบฉันทะเพียงรายเดียวเป็นผู้เข้าประชุมและออกเสียงลงคะแนน 

ไม่สามารถ 

แบ่งแยกจ�านวนหน่วยลงทุนให้ผู้รับมอบฉันทะหลายคนเพื่อแยกการลงคะแนนเสียงได้ 

The unitholder appointing the proxy must authorize only one proxy to attend and vote at the meeting and may not split the 

number of investment units to several proxies for splitting votes. 

2. กรุณาติดอากรแสตมป์ 20 บาท 

Please affix stamp duty of Baht 20

For foreign unitholders who have custodians in Thailand only 

หนังสือมอบฉันทะ 

PROXY 

เขียนที่.......................................................... 

Written at 

วันที่................. 

เดือน................................... พ.ศ........................ 

Date Month Year 

(1) ข้าพเจ้า........................................................................................................................... สัญชาติ...................................... 

I/We nationality 

อยู่บ้านเลขที่....................................................... 

ถนน................................................. ต�าบล/แขวง................................................... 

Reside at Road Tambol/Khwaeng 

อ�าเภอ/เขต.......................................................... จังหวัด............................................. รหัสไปรษณีย์.................................................... 

Amphur/Khet Province Postal Code 

ในฐานะผู้ประกอบธุรกิจเป็นผู้รับฝากและดูแลหุ้น 

(Custodian) ให้กับ.................................................................................................. 

as a Custodian for 

ซึ่งเป็นผู้ถือหน่วยลงทุนของกองทุนรวมอสังหาริมทรัพย์ทีพาร์คโลจิสติคส์ 

(TLOGIS) โดยถือหน่วยลงทุนจ�านวนทั้งสิ้นรวม...............หน่วย 

being a unitholder of TPARK Logistics Property Fund (TLOGIS) holding the total amount of units, 

และออกเสียงลงคะแนนได้เท่ากับ.................................................. เสียง 

and having the right to vote equal to votes. 

(2) ขอมอบฉันทะให้............................................................................................. อายุ............. ปี อยู ่บ้านเลขที่........................... 

Hereby appoint age years, reside at 


Road Tambol/Khwaeng Amphur/Khet 

จังหวัด................................................................ รหัสไปรษณีย์.................................... 

Province Postal Code 

หรือผู้จัดการกองทุนรวม 

or the fund manager, namely 

นายสุทธิพงศ์ พัวพันประเสริฐ 49 1673/30 

.................................................................................................... อายุ........................ ปี อยู่บ้านเลขที่.............................................. 

Mr. Sudhipongse Phuaphanprasert age 49 years, reside at 1673/30 

เพชรบุรีตัดใหม่ มักกะสัน ราชเทวี 


Road New Phetchaburi Tambol/Khwaeng Makkasan Amphur/Khet Ratchatewi 

กรุงเทพมหานคร 10400 

จังหวัด................................................................รหัสไปรษณีย์...................................... 

Province Bangkok Postal Code 10400 

คนหนึ่งคนใดเพียงคนเดียวเป็นผู 

้แทนของข้าพเจ้าเพื่อเข้าประชุมและออกเสียงลงคะแนนแทนข้าพเจ้าในการประชุมผู 

้ถือหน่วยลงทุน ครั้งที่ 

1/2554 ในวันที่ 

31 พฤษภาคม 2554 เวลา 10.00 น. ณ ห้องแกรนด์ฮอลล์ เดอะบางกอกคลับ อาคารสาธรซิตี้ทาวเวอร์ 

ชั้น 

28 ถนนสาทรใต้ 

แขวงทุ่งมหาเมฆ 

เขตสาทร กรุงเทพมหานคร หรือที่จะพึงเลื่อนไปในวัน 

เวลา และสถานที่อื่นด้วย 

Any one of them to be my/our proxy to attend and vote on my/our behalf at the meeting of unitholders No. 1/2011 on 31 May 

2011 at 10.00 a.m. at Grand Hall, The Bangkok Club, 28th Floor, Sathorn City Tower, South Sathorn Road, Khwaeng Toongmahamek, 

Khet Sathorn, Bangkok or any adjournment at any date, time and place thereof. 

(3) ข้าพเจ้าขอมอบฉันทะให้ผู้รับมอบฉันทะออกเสียงลงคะแนนแทนข้าพเจ้าในการประชุมครั้งนี้ 

ดังนี้ 

I/We hereby authorize the proxy to vote on my/our behalf at this meeting as follows: 

(1) วาระที่ 

1 เรื่อง 

พิจารณาเพิ่มเงินทุนของกองทุนรวมเพื่อลงทุนในอสังหาริมทรัพย์เพิ่มเติม 

โดยการซื้อทรัพย์สินจากบริษัท 

ไทคอน โลจิสติคส์ พาร์ค จ�ากัด ได้แก่ ที่ดินพร้อมสิ่งปลูกสร้างที่ตั้งอยู 

่บนที่ดินดังกล่าวซึ่งเป็นอาคารคลังสินค้าจ�านวน 

3 หลัง 

(12 คูหา) ตั้งอยู่ในโครงการ 

ไทคอน โลจิสติคส์ พาร์ค บางนา (จ�านวน 1 หลัง) และโครงการ ไทคอน โลจิสติคส์ พาร์ค แหลม 

ฉบัง (จ�านวน 2 หลัง แบ่งเป็น 11 คูหา) 

Agenda No. 1 Re: To consider the capital increase of the Fund to invest in additional immovable properties by 

purchasing properties from TICON Logistics Park Company Limited, being lands and buildings comprising 3 

warehouses (12 units), which are located in TICON Logistic Park Bangna (1 warehouse) and TICON Logistic 

Park Laemchabang (2 warehouses divided into 11 units) 

47 

แบบ ข 

Form B.


้ 

่ 

้ 

้ 

่ ้ 

้ 

่ 

้ 

่ 



respects. 



(b) To grant my/our proxy to vote at my/our desire as follows: 




พิจารณาเพิ่มจ�านวนเงินทุนของกองทุนรวมอีกไม่เกิน 

950,000,000 บาท โดยการออกและเสนอขายหน่วยลงทุน 

เพิ่มเติมจ�านวนไม่เกิน 

95,000,000 หน่วย และวิธีการก�าหนดราคาหน่วยลงทุนที่ออกและเสนอขายเพิ่มเติมในครั้งนี 

Agenda No. 2 Re: To consider the capital increase of the Fund for not exceeding Baht 950,000,000 through the 

issuance and offer for sale of not exceeding 95,000,000 additional investment units and the pricing method for 

determining the price of the investment units to be offered for sale 



respects. 







พิจารณาวิธีการเสนอขายและวิธีการจัดสรรหน่วยลงทุนที่ออกและเสนอขายเพิ่มเติมในครั้งนี 

และการน�า 

หน่วยลงทุนใหม่จดทะเบียนเป็นหลักทรัพย์จดทะเบียนในตลาดหลักทรัพย์แห่งประเทศไทย 

Agenda No. 3 Re: To consider the offering and allotment method of the additional investment units and listing 

of the new investment units on the Stock Exchange of Thailand 



respects. 







พิจารณาแก้ไขเพิ่มเติมโครงการจัดการลงทุนของกองทุนรวมอสังหาริมทรัพย์ทีพาร์คโลจิสติคส์ 

Agenda No. 4 Re: To consider the amendments of the investment project of the Fund 



respects. 







พิจารณาเรื่องอื่นๆ 

(ถ้ามี) 

Agenda No. 5 Re: Other businesses (if any). 



respects. 

48 

แบบ ข 

Form B.


้ 






(4) การลงคะแนนเสียงของผู้รับมอบฉันทะในวาระใดที่ไม่เป็นไปตามที่ระบุไว้ในหนังสือมอบฉันทะนี้ให้ถือว่าการลงคะแนนเสียง 

นั้นไม่ถูกต้องและไม่ใช่เป็นการลงคะแนนเสียงของข้าพเจ้าในฐานะผู้ถือหน่วยลงทุน 

Voting of the proxy in any agenda that is not as specified in this Proxy Form shall be considered as invalid and 

not my/our votes as a unitholder. 

(5) ในกรณีที่ข้าพเจ้าไม่ได้ระบุความประสงค์ในการออกเสียงลงคะแนนในวาระใดไว้หรือระบุไว้ไม่ชัดเจน 

หรือในกรณีที่ที่ประชุม 

มีการพิจารณาหรือลงมติในเรื่องใดนอกเหนือจากเรื่องที่ระบุไว้ข้างต้น 

รวมถึงกรณีที่มีการแก้ไขเปลี่ยนแปลงหรือเพิ่มเติมข้อ 

เท็จจริงประการใด ให้ผู้รับมอบฉันทะมีสิทธิพิจารณาและลงมติแทนข้าพเจ้าได้ทุกประการตามที่เห็นสมควร 

In case I/we have not specified my/our voting intention in any agenda or not clearly specified or in case the 

meeting considers or passes resolutions in any matters other than those specified above, including in case there 

is any amendment or addition of any fact, the proxy shall have the right to consider and vote on my/our behalf 

as he/she may deem appropriate in all respects. 

กิจการใดที่ผู้รับมอบฉันทะได้กระท�าไปในการประชุม 

เว้นแต่กรณีที่ผู้รับมอบฉันทะไม่ออกเสียงตามที่ข้าพเจ้าระบุในหนังสือ 

มอบฉันทะ ให้ถือเสมือนว่าข้าพเจ้าได้กระท�าเองทุกประการ 

Any business carried out by the proxy at the said meeting, except in case that the proxy does not vote according 

to my/our intention(s) specified in the Proxy Form, shall be deemed as having been carried out by myself/ourselves in all 

respects. 

49 

ลงชื่อ/Signed................................................ผู 

้มอบฉันทะ/Grantor 

(.............................................. ) 

ลงชื่อ/Signed...............................................ผู 

้รับมอบฉันทะ/Proxy 

(.............................................. ) 

แบบ ข 

Form B. 

หมายเหตุ 

1. หนังสือมอบฉันทะแบบ ข. นี้ 

ใช้เฉพาะกรณีที่ผู 

้ถือหน่วยลงทุนที่ปรากฏชื่อในทะเบียนเป็นผู 

้ลงทุนต่างประเทศและแต่งตั้งให้คัสโตเดียน 

(Custodian) ในประเทศไทยเป็นผู้รับฝากและดูแลหน่วยลงทุนให้เท่านั้น 

Only foreign unitholders whose name appears in the registration book who have a Custodian in Thailand can use the 

Proxy Form B. 

2. หลักฐานที่ต้องแนบพร้อมกับหนังสือมอบฉันทะ 

คือ 

Evidence to be attached with this Proxy Form are: 

(1) หนังสือมอบอ�านาจจากผู้ถือหน่วยลงทุนให้คัสโตเดียน 

(Custodian) เป็นผู้ด�าเนินการลงนามในหนังสือมอบฉันทะแทน 

Power of Attorney from the unitholders authorizing a Custodian to sign the Proxy Form on his/her behalf. 

(2) หนังสือยืนยันว่าผู้ลงนามในหนังสือมอบฉันทะแทนได้รับอนุญาตประกอบธุรกิจ 

คัสโตเดียน (Custodian) 

Letter of certification to certify that a person executing in the Proxy Form has obtained a permit to act as a Custodian. 

3. ผู ้ถือหน่วยลงทุนที่มอบฉันทะจะต้องมอบฉันทะให้ผู 

้รับมอบฉันทะเพียงรายเดียวเป็นผู ้เข้าประชุมและออกเสียงลงคะแนน ไม่สามารถ 

แบ่งแยกจ�านวนหน่วยลงทุนให้ผู้รับมอบฉันทะหลายคน 

เพื่อแยกการลงคะแนนเสียงได้ 

The unitholder appointing the proxy must authorize only one proxy to attend and vote at the meeting and may not split 

the number of investment units to several proxies for splitting votes. 

4. กรุณาติดอากรแสตมป์ 20 บาท 

Please affix duty stamp of Baht 20.

175 Sathorn City Tower, 28 Floor, South Sathorn Road, Tungmahamek, Sathorn, Bangkok 10120 

Tel : 02-679 5550 Fax : 02-285 Tel : (02) 1998 679-5550 E-mail Fax : bkkclub@loxinfo.co.th : (02) 285-1998 www.thebangkokclub.com 

Attn: __________________________________________ Fax: _________________ 

Empire Tower 

Narathiwas Rajanakarin Rd 

Narathiwas Soi 5 

We are here !! 

Sathorn City Tower 

28 th Fl. 

Express way from 

Klong Toey 

Asia Center 

Singapore Emb. 

Unitholders’ Meeting 

TPARK LOGISTICS PROPERTY FUND 

at Grand Hall, The Bangkok Club 

175 Sathorn City Tower, 28 Floor, South Sathorn Road, Tungmahamek, Sathorn, Bangkok 10120 

Dindaeng or Bangna 

Chaengwatana 

Daokanong 

To Taksin Bridge 

Rajanakarn 

Bangkok City 

Sathorn Soi 7 

BMCL 

Lumpini 

Sathorn Rd. 

Wireless Rd. 

BTS Surasak Station 

BTS Chongnonsee Station 

Standard Chartered Bank 

Citibank 

EXIT 

Rama IV Rd. 

Silom Rd. 

Chan Rd. or Sathorn Rd. 

Rama IV Rd. 

Bangkok 

Bank 

BTS Saladeang Station 

Lumpini Park 

BTS Chongnonsee Station 

Silom Rd. 

Silom Rd. 

Rajdamri Rd. 

Charoenkrung Rd. 

Surawong Rd. 

Sam Yan

BBL ASSET MANAGEMENT CO.,LTD. 

175 SATHORN CITY TOWER, 21st and 26th FLOORS, SOUTH SATHORN ROAD, SATHORN, BANGKOK 10120 

Tel. 0-2674-6488 Fax. 0-2679-5996

TPARK LOGISTICS PROPERTY FUND (TLOGIS)

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