TPARK LOGISTICS PROPERTY FUND (TLOGIS)

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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 2009, there were 7 units of warehouses completed. • As of the end of 2010, there were 11 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 <strong>TPARK</strong> 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 <strong>TPARK</strong> 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
Page 1 and 2: Invitation Letter to Unitholders’
Page 3 and 4: No. 1364/2011 13 May 2011 Subject:
Page 5 and 6: Voting Requirement: This agenda mus
Page 7 and 8: Agenda No. 3 To consider the offeri
Page 9 and 10: will be set out in the prospectus o
Page 11 and 12: Opinion of the Management Company:
Page 13 and 14: attract a number of foreign compani
Page 15 and 16: Summary of Properties to be Investe
Page 17 and 18: The projected rental and service in
Page 19 and 20: 2. Locations of Projects The additi
Page 21 and 22: 5. Remaining Term of Lease Agreemen
Page 23: The table below sets out the inform
Page 27 and 28: The combined values of the transact
Page 29 and 30: 2. Summary of last year Financial S
Page 31 and 32: Related Party Transaction during pa
Page 33 and 34: (1) For the first management period
Page 35: Investment Unit Holding of Connecte
Page 43: (2) As a juristic person, the Unith
Page 46 and 47: ้ ่ ้ ้ ่ ้ ้ ่ ้
Page 48 and 49: For foreign unitholders who have cu
Page 50 and 51: For foreign unitholders who have cu
Page 52: BBL ASSET MANAGEMENT CO.,LTD. 175 S

TPARK LOGISTICS PROPERTY FUND (TLOGIS)

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