-Information Memorandum- Amata B.Grimm Power Infrastructure Fund (ABPIF)

Transcription

1 1 The Management Company -Information Memorandum- Amata B.Grimm Power Infrastructure Fund (ABPIF) Kasikorn Asset Management Company Limited Office of the Management Company Listing Date 400/22, KASIKORNBANK Building, 6th Floor, Phahon Yothin Road, Samsen Nai Sub-district, Phaya Thai District, Bangkok Telephone: Facsimile: Website: The date the securities are to be listed: 27 September 2013 (starting to trade on 27 September 2013). Type of the Listed Securities 600,000,000 investment units with par value of Baht 10.50, totaling Baht 6.3 billion. Secondary Market Stock Exchange of Thailand (SET) Background Summary Kasikorn Asset Management Company Limited (the "Management Company") was approved by the Securities and Exchange Commission to establish and manage Amata B.Grimm Power Power Plant Infrastructure Fund on 10 July Initial public offering commences on 9 September 2013 and ends on 13 September The registration of the asset of the Mutual Fund was approved on 19 September Project Description Project Term Objectives Infrastructure fund for initial public offering, no repurchase arrangements. No pre-determined project term. However, if no additional investment was made to the Mutual Fund, the Revenue Sharing Agreement, in which the Mutual Fund initially invests will end on 27 September The objectives of the Project are to raise funds from general investors which are individual and entity investors, either domestic or foreign investors and to use the proceeds from such fundraising for investment in assets of infrastructure business. The infrastructure business, in which the Mutual Fund invests, is infrastructure business for general public interest in Thailand. The Mutual Fund will enter into an agreement to acquire assets of the infrastructure business and procure benefits from asset of the infrastructure business with the aim of generating income and returns for the Mutual Fund and for the

2 2 unitholders of the Mutual Fund including other benefits from investment in other property and/or other securities and/or, as prescribed by securities laws and/or other applicable laws. Since SEC granted a registration to the Mutual Fund and the Mutual Fund invested in assets of the infrastructure business, structure of unitholders, relationship between the Mutual Fund and unitholders and Trustee and the assets of the infrastructure business which is initial investment, the detail as follow: Asset Management B.Grimm 1 and B.Grimm 2 Revenue Sharing Agreement Make payment Mutual Fund Fund management Underwrite unit like equities Subscription Protect the benefits of the asset of infrastructure business Investors Trustee and asset of infrastructure business Investment Policy In its initial investment, the Mutual Fund will invest in the Revenue Sharing Agreement with B.Grimm 1 and B.Grimm 2 which carry out power plant business in Amata Nakorn Industrial Estate, Chonburi. The term of the Revenue Sharing Agreement will commence on the date that the Mutual Fund makes purchase price payment to B.Grimm 1 and B. Grim 2. With respect to B.Grimm 1, the expiration date of the revenue sharing period is 16 September With respect to B.Grimm 2, the expiration date of the revenue sharing period is 27 September B.Grimm 1 and B.Grimm 2 agree to share the revenue from power business, under the following formula, to the Mutual Fund based on operating results for each period of 6 months during January to June, and July to December. If the restricted payment conditions set out in a credit facilities agreement are complied with, the revenue will be shared in March and August of each year. Please consider the essence of the Revenue Sharing Agreement with regard to power purchasing agreement entered into with EGAT, power purchasing agreements entered into with industrial users, steam purchasing agreements and any agreement executed during the term of the Revenue Sharing Agreement. Proceeds from power business = cash flow earned from the power plant's revenues - cash outflow for the power plant's expenses + changes in allowances + cash balance at beginning of the installment - minimum cash balance.

3 3 General Information of the Assets of the Infrastructure Business Invested in by the Mutual Fund 1. Overview of Shareholders of B.Grimm 1 and B.Grimm 2 B.Grimm Group Amata Corporation PCL. Summit Sunrise Energy Co., Ltd % 13.77% 30% Amata B.Grimm Power 100% Amata B.Grimm Power Holding 69.3% 29.7% 30% 60% 62% 62% 100% 60% Amata B.Grimm Power 1 Amata B.Grimm Power 2 Amata B.Grimm Power 3 Amata B.Grimm Power Rayong 1 Amata B.Grimm Power Rayong 2 Amata B.Grimm Power Service Amata B.Grimm Power Bien Hoa Amata B.Grimm Power Limited ("Amata B.Grimm Power") is a major shareholder of B.Grimm 1 and B.Grimm 2, holding directly and indirectly at approximately 98% of total shares in B.Grimm 1 and 100% of total shares in B.Grimm 2 respectively. Amata B.Grimm Power was established on 2 March Its major business is to invest in power generating business. As of 30 June 2012, Amata B.Grimm Power's registered capital was Baht 1.7 billion, and its paid-up capital is Baht billion. Amata B.Grimm Power set business directions and strategies of B.Grimm 1 and B.Grimm 2 in accordance with business development goals, and the expansion of Amata B.Grimm Power Group. Its management has cumulative expertise and experience in power business. Ultimate shareholders of B.Grimm 1 and B.Grimm 2 are shareholders of Amata B.Grimm Power Limited, consisting of B.Grimm Group, Amata Corporation PCL. and Summit Sunrise Energy Co., Ltd. B.Grimm Group was established in B.Grimm Group runs a wide range of businesses, such as power, air-conditioning units, health, communications, real estate. B.Grimm Group established B.Grimm Power Co., Ltd. in 1993 to run its power business. B.Grimm Group currently owns a plant with production capacity at approximately 500 megawatts.

4 4 Amata Corporation PCL. was established in 1989 and listed on the Stock Exchange in Amata Corporation PCL. has developed and managed many industrial estates, i.e. Amata Nakorn Industrial Estate Chonburi, Amata City Industrial Estate Rayong, and Amata City Industrial Estate (Bien Hoa) Vietnam. Summit Sunrise Energy Co., Ltd. was established in Summit Sunrise Energy Co., Ltd. is a member of Sumitomo Corporation Group, a group of companies carrying out trading business, domestically and internationally. Summit Sunrise Energy Co., Ltd. carries out developing and investment business in power projects in Southeast Asia, including Thailand. At present, B.Grimm Group owns 4 active power plants, B.Grimm 1, B.Grimm 2, B.Grimm 3 and Amata B.Grimm Power Bien Hoa, with a gross capacity exceeding megawatts, and 4 plants under construction, with a gross capacity of approximately megawatts. In addition B.Grimm will increase its capacity at 132 megawatts in 2015, 240 megawatts in 2016, and 600 megawatts in Accordingly, in 2019, thus, B.Grimm Group will own 16 power plants in 6 industrial estates, with a gross capacity of approximately 2,000 megawatts. Hence, B.Grimm Group would become the second largest private small power producer in Thailand. Almost all of the companies running power business under the management of Amata B.Grimm Power are small power producers operating co-generation power plants with the aim to produce and sell power to EGAT, and to produce and sell power and steam to industrial users in industrial estates in Thailand. B.Grimm 1 and B.Grimm 2 are the first two power plant projects of Amata B.Grimm Power. Their commercial operation dates (CODs) were 17 September 1998 and 28 September 2001 respectively. Amata B.Grimm Power become well recognized among electric power and power industries due to success of B.Grimm 1 and B.Grimm 2. Amata B.Grimm Power's project has been developed continuingly. The commercial operation date of B.Grimm 3, which is a small power producer operating a cogeneration plant as well as B.Grimm 1 and B.Grimm 2, was 29 September B.Grimm 3, has a gross capacity of 130 megawatts. It produces and sells power to EGAT, and produces and sells power and steam to industrial users in Amata Nakorn Industrial Estate in order to accommodate power demand in Amata Nakorn Industrial Estates which have steadily grown every year. In 2013, the aforementioned 2 power plants under construction which are Power Rayong 1 Limited and Amata B.Grimm Power Rayong 2 Limited started their commercial operation. Both companies are cogeneration small power producers with a capacity of megawatts and megawatts respectively. Amata B.Grimm Power Rayong 1 Limited and Amata B.Grimm Power Rayong 2 Limited produce and sell power to EGAT, and produce and sell power and steam to industrial users in Amata Nakorn Industrial Estate in order to accommodate power demand in Amata City Industrial Estates Rayong. Amata B.Grimm Power expanded its power and power business overseas by investing in Amata Power Bien Hoa Limited, a diesel generator, with a gross capacity of 12.8 megawatts, commencing its operation to produce and sell power to industrial users in Amata City Bien Hoa Industrial Estate in May 1999.

5 5 2. Basic Information of Power Plants Owned by the Companies in Which the Mutual Fund Invests Amata B.Grimm Gas Purchase Agreements PTT Power Purchase Agreement for EGAT Industrial users Power purchasing agreements Amata B.Grimm Power 1 Amata B.Grimm Power purchase agreements Memorandum of Amata B.Grimm Reserve Power Agreement on Provision of Water Supply and Wastewater Consulting Service Agreement Facilities Service Agreement PEA Amata Water Amata B.Grimm Power Understanding Credit Facilities Agreement Creditors General Information B.Grimm 1 and B.Grimm 2 were established on 24 October 1995 and 4 June 1999 respectively. B.Grimm 1 and B.Grimm 2 are small power producers (SPPs) operating cogeneration power plants consuming natural gas as main fuel. The objectives for which those companies were incorporated are: to produce and sell power of 90 megawatts each to EGAT under the relevant power purchasing agreement, for the period of 21 years, ending 16 September 2019 for B.Grimm 1, and ending 27 September 2022 for B.Grimm 2; to produce and sell power to factories located in the industrial estates ("Industrial User: IU"); produce and sell steam to industrial users. B.Grimm 1 and B.Grimm 2 purchase natural gas under the gas purchasing agreements entered into with PTT for the period of 21 years. The gas purchasing agreement into which B.Grimm 1 entered expires on 31 December The gas purchasing agreement into which B.Grimm 2 entered expires on 27 September B.Grimm 1 and B.Grimm 2 installed capacity: Installed Capacity B.Grimm 1 B.Grimm 2 Power (MW) Steam (Ton/Hour) 30 30

6 6 Presently, B.Grimm 1 and B.Grimm 2 have main assets used for producing and operating power plant activities as follows: Registered Capital Main Assets B.Grimm 1 B.Grimm 2 Land 36.7 rai 21.6 rai Buildings 11 4 Gas turbine generators (GTG) 2 3 Heat recovery steam generators 2 3 (HRSG) Steam turbine generators (STG) 1 2 As of 31 December 2012, B.Grimm 1 and B.Grimm 2 registered capitals were: B.Grimm 1 B.Grimm 2 Registered capital (BHT million) 1,500 1,060 Paid-up registered capital (BHT 1,350 1,060 million) Par value per share (Baht) 7 (50 million shares) 100 and 10 (100 million shares) Address: B.Grimm 1: 700/370, Moo 6, Amata Nakorn Industrial Estate (Phase 5), Bangna-Trad, Highway 34, Tambon Nong Mai Dang, Amphoe Muang Chonburi, Chonburi B.Grimm 2: 700/371, Moo 6, Amata Nakorn Industrial Estate (Phase 5), Bangna-Trad, Highway 34, Tambon Nong Mai Dang, Amphoe Muang Chonburi, Chonburi Assessed Value: Assessed values of the assets of the infrastructure business, in which the Fund will invest, were assessed by corporate valuer. Please refer to clause 4.4 Valuer Assessed Value Assessment Date (Baht: Million) Ernst & Young Corporate 6,303-6, January 2013 Services Limited Capital Advantage Co., Ltd. 6,656-6,830 6 February 2013 Revenue Structure and Operating Results 1. Revenue Structure 1.1 Revenue from sale of power to EGAT EGAT is the largest customer of B.Grimm 1 and B.Grimm 2. In 2012, B.Grimm 1 and B.Grimm 2 received revenue from sales of power to EGAT equivalent to 45.0% and 1.2% of their total revenue. B.Grimm 1 and B.Grimm 2 entered into long term power purchasing agreements with EGAT with the term of 21 years, ending 16 September 2019 and on 27 September 2022 respectively. Those aforementioned agreements are power purchasing agreement for small

7 7 power producers ("SPP"), having standard form with similar substance among each small power producer. Under the agreement, a small power producer shall be responsible for its activities financial resources, construction, commissioning, power distribution, repair and maintenance of its power plant. EGAT is a public enterprise, established under the Power Generating Authority of Thailand Act, having a major role in Thai power business. EGAT is the sole purchaser of wholesale power, the operator of nation power distribution system, and is the largest power producer in Thailand. As of December 2012, Its gross capacity is 15,010 megawatts. Furthermore, its financial position is solid as, at present, shares of EGAT are wholly owned by the Ministry of Finance. In 2012, EGAT is the second highest income earner while PTT PLC. was the top earner. As of 31 March 2013, Standard & Poor's rated EGAT 'BBB+' which is a credit rating at the same level of the rating assigned to Thailand with stable credit trand B.Grimm 1 and B.Grimm 2 have good relationship with EGAT over 10 years during the operation period. B.Grimm 1 and B.Grimm 2 have strictly complied with the terms of the relevant power purchasing agreements and are prepared to give full cooperation to EGAT in resolving any potential issues at all times. Revenue structure under the power purchasing agreements entered into with EGAT consists of capacity payment and power payment. (1) Capacity Payment Subject to the capacity payment agreements, EGAT has the obligation to make a monthly minimum capacity payment at the specified rate in accordance with the capacity volume under the agreements, equivalent to 90 megawatts (B.Grimm 1) and 90 megawatts (B.Grimm 2), on a monthly basis. Such volume is the highest capacity volume that a small power producer may sell to EGAT which is the availability to produce power, regardless of whether or not EGAT instructed the power producer to operate electric generator and purchased power. As power production cost partially varies in accordance with USD exchange rate, 80% of capacity payment is based on USD exchange rate. That is, EGAT would pay B.Grimm 1 and B.Grimm 2 a difference between actual exchange rate and basic exchange rate (basic exchange rate is Baht 27/ USD) in order to reduce risk from exchange rate volatility. (2) Power Payment Power payment is consideration payable by EGAT to B.Grimm 1 and B.Grimm 2 for the production and distribution of power in accordance with instructions to start the electric generator given by EGAT. Power payment covers fuel cost for the production and variable cost incurred in running the generator and repair and maintenance provided to the power plants. With respect to power payment which covers fuel cost will be based on natural gas price in the base year. B.Grimm 1 and B.Grimm 2 applied 2 August 1995 as the base year, in which year natural gas price was Baht per million BTU. That is, EGAT would pay the difference of actual natural gas price and gas price in the base year, with the heat rate of 8,600 BTU/KW per hour. This reduces gas price volatility risk for B.Grimm 1 and B.Grimm

8 8 2. EGAT has fixed minimum power volume to purchase from B.Grimm 1 and B.Grimm 2 in each month. 1.2 Revenue from sale of power to industrial users. In 2012, B.Grimm 1 and B.Grimm 2 received revenue from sale of power to industrial users equivalent to 53.9% and 56.4% of their total revenue respectively. B.Grimm 1 and B.Grimm 2 entered into their respective long-term power purchasing agreements with industrial users. Generally, the term of the agreement is 15 years from the commencement date of agreement. Industrial users may express their wish to renew the agreement for the period of not less than 3 years but not more than 5 years each time. This is a normal standard of power plant business which enters into an agreement with an industrial user. Such agreement term enables B.Grimm 1 and B.Grimm 2 to maintain stability of their cash flow, to find potential customers, to be able to amend conditions or adjust price in the renewed agreement to be in line with economic situation at the moment. At present, the remaining terms of the agreements to sell power and steam to industrial users range approximately 3 years to 5 years. Over 10 years of their power plant operation, industrial users customers of B.Grimm 1 and B.Grimm 2 have a tendency to continue buying power and steam from them. Most of B.Grimm 1 and B.Grimm 2 industrial users in Amata Nakorn Industrial Estates are medium and large industrial works manufacturing automobile parts and relevant products, steel, metals or plastic manufacturers, and electronic parts manufacturers. Most of them are companies with solid financial standing, good reputation. Several of them are subsidiaries or associated companies of multi-national corporation. B.Grimm 1's and B.Grimm 2's policies to sell power to industrial users focus on capability to produce power with quality and reliability, and provision of good services. The foregoing are factors are crucial to industrial users intending to receive dependable electric currents, with prevention of probable power failure which may adversely affect production process of those industrial users. B.Grimm 1 and B.Grimm 2 arrange engineering teams available 24 hours a day to take action. Those arrangements are to guarantee power quality and ensure industrial users' satisfaction in order to continually maintain and expand their customer base. The main target group of B.Grimm 1 and B.Grimm 2 is industrial users with high and consistent power demand. Consequently, B.Grimm 1 and B.Grimm 2 may accurately anticipate power consumption demand and precisely design production plan. This will be factors that optimize efficiency of B.Grimm 1 and B.Grimm 2 power production. A basic revenue structure under power purchasing agreements entered into with industrial users is based on an power tariff imposed on large business by PEA. Discount may be provided depending on negotiation between B.Grimm 1, B.Grimm 2 and their industrial users. A basic revenue structure consists of demand charge, power charge, service fee, power charge under an automatic tariff adjustment formula (FT), reactive power charge (if any) and discount (if any).

9 9 (1) Demand charge Demand charge is based on PEA power charge. Power charge reflects the investment of PEA, such as, investment in power plant construction, transmission system and distribution system to ensure availability of power supply distribution upon consumer's demand. (2) Power charge Power charge is based on PEA power charge which reflects cost of fuels consumed in producing power, and in accordance with actual power consumption. (3) Service fee Service fee is based on a prevailing tariff published by PEA imposed during the term of the relevant agreement. (4) Power charge based on an automatic tariff adjustment formula or FT Power charge based on an automatic tariff adjustment formula or FT is in the same rate imposed by PEA from general users. The FT will be calculated from variable cost of EGAT in the purchase of fuels to produce and purchase power including transmission and generating cost and other variable costs, such as, currency exchange rate, inflation rate. Office of the Energy Regulatory Commission is in charge of reviewing and determining an automatic adjustment formula or FT. (5) Reactive power charge (if any) B.Grimm 1 and B.Grimm 2 determine power factor to control efficiency and power loss in transmission and generating system. Users are required to pay the difference if they fail to comply with the determined value. (6) Discount (if any) B.Grimm 1 and B.Grimm 2 provide to industrial users a discount on power payment at the determined percentage in comparison to EGAT power payment as incentive discount. As of 31 March 2013, agreements entered into between B.Grimm 1, and B.Grimm 2 and industrial users are: B.Grimm 1 entered into 40 power sale and purchase agreements with 35 industrial users - total power of megawatts, and a steam sale and purchase agreement - 6 tons per hours. B.Grimm 2 entered into 47 power sale and purchase agreements with 39 industrial users - total power of megawatts, and three steam sale and purchase agreements - 19 tons per hours In 2012, the ratios of revenue from sale of power to top ten industrial users of B.Grimm 1 and B.Grimm 2 are as follows:

10 10 Revenue from Sale of Power to top 10 industrial users B.Grimm 1 B.Grimm 2 Per revenue from the sale of power to industrial users 64% 50% Per total revenue 35% 26% Top 10 industrial users of B.Grimm 1 and B.Grimm 2 in 2011 (ordered by revenue) No. B.Grimm 1 B.Grimm 2 1 Siam Toyota Manufacturing Co., Ltd. Thai NOK Co., Ltd. 2 Vandapac Co., Ltd. Mitsubishi Electric Consumer Products (Thailand) Limited 3 AGC Techno Glass (Thailand) Limited Calsonic Kansei (Thailand) Co., Ltd. 4 Yamaha Motor Parts Manufacturing (Thailand) Thai Tohken Thermo Co., Ltd. Co., Ltd. 5 Colgate-Palmolive (Thailand) Limited Asahi Tec Aluminium (Thailand) Co., Ltd. 6 Srithai Superware PCL. Niles (Thailand) Co., Ltd. 7 Asahi Tec Aluminium (Thailand) Co., Ltd. TRW Fuji Serina Co., Ltd. 8 Daikin Industries (Thailand) Ltd. NSK Bearing Manufacturing (Thailand) Ltd. 9 Denso (Thailand) Co., Ltd. Denso (Thailand) Co., Ltd. 10 Cobra International Co., Ltd. Toyoda Gosei (Thailand) Co., Ltd Revenue from sale of steam In 2012, B.Grimm 1 and B.Grimm 2 gained revenue from sale of steam to industrial users, equivalent to 0.2% and 1.7% of total revenue of B.Grimm 1 and B.Grimm 2, respectively. B.Grimm 1 and B.Grimm 2 entered into their respective long-term agreements with industrial users with the agreement term of average 5 years. Basic revenue structure under steam sale and purchase agreement with industrial users consists of thermal power cost and water supply cost. (1) Thermal power costs Thermal power costs consist of capacity cost and power cost. Minimum capacity cost payable by industrial users must be paid at the rate determined for the month, based on the steam volume set out in the agreement. Power cost covers fuel costs, based on natural gas price of the month. (2) Water supply cost Industrial users will pay water supply cost at the rate set out in the relevant agreement. Water supply cost is based on a producer price index, divided in accordance with production activity of the business in the specified year. A producer price index indicates changes of average product price which domestic producer receives from sale of goods ex-factory, exclusive of transportation cost and VAT.

11 11 As of 31 December 2012, B.Grimm 1 entered into a steam sales agreement with: Sermsuk Beverage Co., Ltd. As of 31 December 2012, B.Grimm 2 entered into steam sales agreements with: Colgate-Palmolive (Thailand) Limited; Sermsuk Beverage Co., Ltd.; and Thai Daizo Aerosol Co., Ltd. B.Grimm 1 and B.Grimm 2 determined the price by offering discount from cost avoidable by customers if they purchase steam from B.Grimm 1 and B.Grimm 2 instead of producing steam by themselves ("Avoided Cost"). The foregoing determination method is efficient and provide good profit rate Revenue from sale of power among B.Grimm 1, B.Grimm 2 and B. Grimm 3 Sales of power among B.Grimm 1, B.Grimm 2 and B. Grimm 3 will be calculated based on the same calculation formula, consisting of 2 rates: a peak demand rate and off-peak rate. In principle, a revenue structure pertaining to sales of power among B.Grimm 1, B.Grimm 2 and B. Grimm 3 is to divide profits among the companies that produces power and the companies that sells power, based on an average price offered to EGAT or industrial users of B.Grimm 1, B.Grimm 2 and B. Grimm 3. Technical consultants would review such pricing formula and the formula would apply if found appropriate Revenue from provision of public utility services For 2012, B.Grimm 1 and B.Grimm 2 earned revenue from provision of public utility services, equivalent to 0.4% and 0.1% of total revenue of B.Grimm 1 and B.Grimm 2 respectively. As B.Grimm 1 and B.Grimm 2 share public utilities systems, they entered into a joint public utility agreement. Under such agreement, B.Grimm 1 owns and provides to B.Grimm 2 the services of public utilities systems, consisting of water pump stations and water tanks for fire prevention, buildings for administration work, work stations and warehouse for tools and equipment storage, a control room, fences, access to and within B.Grimm 1 and B.Grimm 2 power plants, PTT connected natural gas pipe located in B.Grimm 1 and B.Grimm 2, meter stations, wastewater treatment station, treatment facilities and chemicals, diesel reserve tanks, diesel generators, telecommunications systems within those power plants, 115 KW power cables, and a steam distribution station. While B.Grimm 2 owns and provides to B.Grimm 1 the service of a station distributing power to industrial users in Amata Nakorn Industrial Estate. B.Grimm 3 which started its commercial operation on 29 September 2012 entered into a joint public utility agreement with B.Grimm 1 and B.Grimm 2 which own the foregoing systems. A structure of revenue from provision of public utilities services consists:

12 12 (1) Machinery and facilities fees B.Grimm 3 agrees to pay fees for the provision of public utilities services, i.e.: machinery and facilities, on a monthly basis, in the amount of Baht 293,000 per month to B.Grimm 1, and Baht 215,000 per month to B.Grimm 2 for the period of 25 years, ending 17 October 2035; and (2) Special fees 1.6. Other revenue If the machinery and facilities need special repair or maintenance, other than a regular maintenance, B. Grimm 3 would be jointly responsible with B.Grimm 1 and/or B.Grimm 2 for the expenses incurred in the amount equivalent to 21.06% thereof. In 2012, B.Grimm 1 and B.Grimm 2 earned the remaining revenue from proceeds of B.Grimm 1 and B.Grimm 2, and other revenue incurred indirectly to core business of B.Grimm 1 and B.Grimm 2, equivalent to 0.5% and 0.5% of total revenue of B.Grimm 1 and B.Grimm 2 respectively. However, other revenue is not deemed a part of income of the Mutual Fund and would not be assessed in the value assessment of the infrastructure business in which the Mutual Fund would be invested. 2. Operating Expenses Structure 2.1. Production cost B.Grimm 1 and B.Grimm 2 production cost consists of natural gas expense, water supplies fee, power purchase fee between B.Grimm 1, B.Grimm 2 and B. Grimm 3, power reserve supply fee with PEA. Natural gas expense is a major production cost of B.Grimm 1 and B.Grimm 2's operation. In 2012, production cost of B.Grimm 1 and B.Grimm 2 was equivalent to 82.1% and 85.1% of their operation costs respectively while the natural gas expense was equivalent to 87% and 97% of the production cost of B.Grimm 1 and B.Grimm 2 respectively Expenses under management and maintenance agreement with B. Grimm Power Service The management and maintenance agreement entered into with Amata B.Grimm Service expired on 31 December B.Grimm 1 and B.Grimm 2 agreed with Amata B. Grimm Service to relocate personnel of Amata B. Grimm Service, having knowledge and skills in managing as well as understanding technologies of the power plants owned by B.Grimm 1 and B.Grimm 2, to be employees of B.Grimm 1 and B.Grimm 2. Personnel of these companies would be distinctly separated. The foregoing approach is intended to cut down management procedures, allow personnel to speedily work on repair/maintenance processes and also allow B.Grimm 1 and B.Grimm 2 to control performance quality of those personnel which then would enhance production efficiency and result in production and sale of high quality power and steam. This would also reduce certain operating costs as those personnel would be employees of B.Grimm 1 and B.Grimm 2, not Amata B. Grimm Service as well as boosting profitability of B.Grimm 1 and B.Grimm 2. From and on 1 January 2013, expenses mentioned in this clause would no longer be incurred.

13 Repair and maintenance costs Power plant repair and maintenance costs are not included in the management and maintenance agreement. The power plant repair and maintenance costs are as specified in the maintenance program plan. In 2012, B.Grimm 1 and B.Grimm 2 had such repair and maintenance costs in the amounts equivalent to 2.9% and 2.5% of their operating costs respectively. B.Grimm 1 and B.Grimm 2 pay special attention to power plant repair and maintenance which is one of major operation in power plant business. This ensures that B.Grimm 1 and B.Grimm 2 power plants can operate uninterruptedly with sufficient efficiency to produce power in accordance with the terms of the long-term power purchasing agreements. Maintenance program plan includes a hot gas path inspection program which will be carried out every 3 years and a major overhaul program every 3 to 6 years, based on a maintenance standard of each machinery. B.Grimm 1 and B.Grimm 2 would at their own cost engage suppliers to supply spare parts for the maintenance. The most recent major overhaul program for B.Grimm 1 power plant was carried out in 2012 for gas turbine generator I. B.Grimm 1 plans to carry out next major overhaul program for gas turbine generator II in The most recent major overhaul program was carried out by B.Grimm 2 in 2012 for its gas turbine generator II and III. B. Grimm 1 plans to carry out next major overhaul program for its gas turbine generator I in When the maintenance is needed, B.Grimm 1 will use power generator from Siemens AG Limited and will engage an independent supplier to provide spare parts and repair its facilities. While, B.Grimm 2 had entered into an agreement with GE Thailand Limited ("GE"), the manufacturer of B.Grimm 2's power generator to provide spare parts, repair its facilities and provide technical supports. The term of such agreement covers the term of the power purchasing agreements made with EGAT, and the Revenue Sharing Agreement entered into by B.Grimm 2. GE's scope of services covers planned maintenance, encompassing of a major overhaul program and an unplanned maintenance. The agreement is intended to build confidence in quality of B Grimm 2's spare part inventory and to reduce operating costs incurred in spare part storage and spare part prices. A limit on annual maximum increased rates set out in the agreement allows B. Grimm 2 to project cost of e maintenance service in advance throughout the agreement term, as well as increasing quality of the production of power and steam as GE guarantees the quality of spare parts supplied by it, as well as guaranteeing efficiency of the operation. This is to ensure that the power plant will produce power uninterruptedly and with efficiency to achieve the goal. B. Grimm 1 and B.Grimm 2 entered into a power reserve sale and purchase agreement with PEA in order to distribute power supply to industrial users during the course of the maintenance service, in order to ensure that the industrial users will receive uninterrupted distribution of power and minimize potential interruption to their machinery Overhead Overhead consists of contribution to the power development fund established under the notification of the Energy Regulatory Commission RE: Submission of Contributions to Power Development Fund for Power Generating Business Licensees B.E (2010) at the rate of Baht 0.01 per unit produced, contributions to the power development fund under section 97 (1) of Energy Business Act B.E (2007) to subsidize power fee for the underprivileged, at the rate of Baht 0.12 per unit produced, power

14 14 plant insurance fees, expenses on joint public utility service. In 2012, B. Grimm 1 and B. Grimm 2 had the overhead expenses equivalent to 1.1% and 0.9% of total operating expenses of B.Grimm 1 and B.Grimm 2, respectively Depreciation and amortization Depreciation and amortization consist of depreciation of land development, power plant, power distribution stations, transmission cable systems, office fittings and loan cost amortization. For 2012, B.Grimm 1 and B.Grimm 2's depreciation and amortization was equivalent to 8.8% and 7.1% of total operating expenses incurred by B.Grimm 1 and B.Grimm 2, respectively Standard management fee Standard management fee of B.Grimm 1 and B.Grimm 2 consist of fines payable to EGAT due to the ratio of thermal energy consumed in a thermal process is less than 10% which is required under the power purchasing agreements entered into by and between B.Grimm 1, B.Grimm 2 and EGAT (please refer to summary of agreement), professional fees of Amata B.Grimm Power for consulting services in relation to administration and technology, and management services in relation to accounting, finance, legal, engineering, and marketing activities, insurance, business plan and development, administrative work, provision of facilities for the operation, such as storage space of documents and files, computers and office equipment. In 2012, B.Grimm 1 and B.Grimm 2 had expenses in relation to standard management fees in the amount equivalent to 3.9% and 3.1% of total operating expenses incurred by B.Grimm 1 and B.Grimm 2, respectively. Summary of past operation: Balance sheet of B.Grimm 1 and B.Grimm 2 B.Grimm 1 (Million Baht) 31 December (Audited) Assets Current Assets Cash and cash equivalents Accounts receivable and accounts receivable - related companies Other current assets Total Current Assets 1, , , ,269.5 Land, building & equipment - Net 2, , , ,194.8 Other Non-Current Assets Total Assets 4, , , ,484.4

15 15 B.Grimm 1 (Million Baht) 31 December (Audited) Liabilities and shareholders' equity Current Liabilities Accounts payable Short-term loans from financial institution Current portion of long-term liabilities - Net Other current liabilities Total Current Liabilities ,052.5 Non-Current Liabilities Long-term loans from financial institutions 1, Other Non-Current Liabilities Total Non-Current Liabilities 1, Total Liabilities 1, , , ,372.5 Shareholders' Equity Issued and paid up share capital 1, , , ,350.0 Retained earnings Total Shareholders' Equity 2, , , ,111.9 Total Liabilities and Shareholders' Equity 4, , , ,484.4 Sources: B.Grimm 1 and B.Grimm 2

16 16 B.Grimm 2 (Million Baht) 31 December (Audited) Assets Current Assets Cash and cash equivalents Accounts receivable and accounts receivable - related companies Other Current Assets Total Current Assets 1, , , ,157.5 Non-Current Assets Land, buildings & equipment - Net 3, , , ,463.9 Total Non-Current Assets 3, , , ,463.9 Total Assets 5, , , ,621.5 Liabilities and Shareholders' Equity Current Liabilities Trade payable and other accounts payable Short-term loans from financial institutions Current portion of loans from financial institutions - Net Other Current Liabilities Total Current Liabilities , ,388.3 Non-Current Liabilities Long-term loans from financial institutions - Net 2, , , Total Non-Current Liabilities 2, , , Total Liabilities 3, , , ,077.5

17 17 B.Grimm 2 (Million Baht) Shareholders' Equity 31 December (Audited) Issued and paid up share capital 1, , , ,060.0 Additional paid-in capital Retained earnings ,213.8 Total Shareholders' Equity 1, , , ,544.0 Total Liabilities and Shareholders' Equity 5, , , ,621.5 Sources: B.Grimm 1 and B.Grimm 2 Debt-to-Equity Ratio and Debt Service Coverage Ratio of B.Grimm 1 and B.Grimm 2 31 December B.Grimm 1 Debt-to-Equity Ratio B.Grimm 2 Debt-to-Equity Ratio B.Grimm 1 Debt Service Coverage Ratio B.Grimm 2 Debt Service Coverage Ratio Total Debt Service Coverage Ratio of B.Grimm 1 Sources: and B.Grimm B.Grimm 2 1 and B.Grimm Most assets of B.Grimm 1 and B.Grimm 2 are land, buildings, and equipment, equivalent to 63% and 75% of total assets of B.Grimm 1 and B.Grimm 2 as of 31 December Long-term liabilities of B.Grimm 1 and B.Grimm 2 steadily decrease. As of 31 December 2012, debt-to-equity ratio of B.Grimm 1 and B.Grimm 2 is equivalent to 0.6 and 0.8 respectively. Prior to the investment of the Mutual Fund in assets of the infrastructure business under the Revenue Sharing Agreement, B.Grimm 1 and B.Grimm 2 will amend their refinance agreements by extending the repayment period, thus, the full payment will be made by 2018 and 2019 respectively. Following the amendment to the refinance agreements, B.Grimm 1 debt to equity ratio will increase to 0.96 and B.Grimm 2 to 1.2, exclusive of other liabilities under the Revenue Sharing Agreement. In order to minimize volatility of cash flow initially transferred to the Mutual Fund, additional loans will be used for a major overhaul program to be carried out in Once the Mutual Fund is established, B.Grimm 1 and B.Grimm 2 will reserve funds in money reserve list for the major overhaul program on order to minimize volatility of cash flow transferred to the Mutual Fund. B.Grimm 1 and B.Grimm 2 have financial limitation under the refinance agreement which bars B.Grimm 1 and B.Grimm 2 from incurring more debts. Under the draft long-term financial institutions loan agreement to be entered into between B.Grimm 1 and B.Grimm 2, 3 Thai commercial banks and 2 foreign banks, the details of credit facilities are:

18 18 long-term credit facilities of Bath 1,967 million for refinancing of the existing loans, money reserve for the major overhaul expense and for the investment cost of the power plant in ; long-term credit facilities of USD 24.3 million for refinancing of the existing loans; revolving credit facilities with guarantee agreement of Baht 365 Million for operation and borrower's obligation guarantee between EGAT and PEA; and revolving credit facilities of Baht 490 million for working capital, including overdraft, short-term loans, guarantee letters, letters of credit and trust receipts. Thai and foreign commercial banks have applied financial terms on B.Grimm 1 and B.Grimm 2 under the relevant credit facilities agreement as follows: (a) the debt to equity ratio (D/E) may not exceed 2:1; (b) (c) the debt service coverage ratio (DSCR) may not less than 1.1:1; and B. Grimm 1 and B.Grimm 2 may transfer cash surplus from the bank accounts specified by the creditors, and may share the revenue from power business to the Mutual Fund only if the DSCR is not less than 1.2:1 or with the written consent by the creditors; and Net debt per earnings before proceeds, taxes, depreciation and amortization (Net debt/ebitda) may not exceed 3.5:1. In the event that the security under the agreements are enforced, the Mutual Fund is entitled to receive payment after other creditors. The approximate balance of long-term USD and Baht credit facilities owed by B.Grimm 1 and B.Grimm 2 in the year are detailed in the tables below, based on currency exchange rates of Baht 29 - Baht 30/USD (Million Baht)/Year Balance of long-term loans 2,571 2,229 1,813 1, Earning statements of B.Grimm 1 and B.Grimm 2 B.Grimm 1 (Million Baht) Starting 1 January, Ending December (Audited) Revenue from sale of power to: EGAT 1, , , ,759.4 Industrial users 1, , , ,107.1 Total: 3, , , ,866.5 Revenue from sale of steam

19 19 B.Grimm 1 (Million Baht) Starting 1 January, Ending December (Audited) Revenue from provision of public utilities services Other revenue / Total Revenue 3, , , ,907.8 Production Cost 2, , , ,030.9 Expenses under management and maintenance agreement with B. Grimm Power Service Power plants repair and maintenance costs Overhead Depreciation and amortization Standard management fees Total Operating Costs 2, , , ,690.5 Revenue after operating costs Earnings (Losses) from exchange ( 2.2) 0.2 rate Earnings before financial costs and corporate income tax Financial costs Earnings before corporate income tax Corporate income tax Net Profit for the Year Source: B.Grimm 1 and B.Grimm 2

20 20 B.Grimm 2 (Million Baht) Starting 1 January, Ending 31 December (Audited) Revenue from sale of power to: EGAT 1, , , ,823.3 Industrial users 1, , , ,495.5 Total 3, , , ,318.7 Revenue from sale of steam Revenue from provision of public utilities services Other revenue / Total Revenue 3, , , ,422.7 Production Costs 2, , , ,425.6 Expenses under management and maintenance agreement with B. Grimm Power Service Power plants repair and maintenance costs Overhead Depreciation and amortization Standard management fees Total Operating Costs 2, , , ,025.6 Earnings after operating costs Earnings (losses) from exchange rate Earnings before financial cost and corporate income tax Financial cost

21 21 B.Grimm 2 (Million Baht) Starting 1 January, Ending 31 December (Audited) Earnings before corporate income tax Corporate income tax Net Profit for the Year Sources: B.Grimm 1 and B.Grimm 2 Remark: Other revenues are not regarded as part of revenue of the Mutual Fund and is not projected in the value assessment of the infrastructure business assets in which the Mutual Fund will invest. Total revenue of B.Grimm 1 and B.Grimm 2 have constantly increased. In 2012, approximately 98% of total revenue came from sale of power in which 44% of such amount was earned through sale of power to EGAT and 56% of such amount was earned through sale of power to industrial users. In 2012, earnings before corporate income tax and earnings before depreciation and amortization margin (EBITDA margin) is equivalent to 13.9% and 15.4%. B.Grimm 2 was granted tax privilege for 8 years under the investment promotion certificate issued by the Board of Investment. The tax privilege for block 2.0 of B.Grimm 2 was expired in June However, such tax privilege was further granted and expired in March 2013 as production efficiency with respect to energy and environment was improved. The investment promotion certificate granted to B.Grimm 2 for block 2.1 will expire in August In 2012, B.Grimm 1 and B. Grimm 2's growth rates of revenue from power sale, equivalent to 12% and 10%, are less than the growth rates of their production cost, equivalent to 16% and 20%. The main reason of the increase of production cost is due to the increase of gas price while the adjustment of FT was delayed. As FT adjustment did not take place in the first half of the year, thus, there is no effect on the revenue. Even though, the FT was adjusted up Baht 0.3 in June, and up by Baht 0.18 to Baht 0.48 in September 2012, net profit of B.Grimm 1 had increased from that its net profit recorded in While, net profit of B.Grimm 2 had dropped because B.Grimm 2 planned to carry out its major overhaul program in 2012 with expenses exceeding Baht 100 million under the maintenance program which was carried out every 3 years - 6 years. Upon the establishment of the Fund, B.Grimm 1 and B.Grimm 2 will set up reserve list in order to minimize volatility of their cash flow. B.Grimm 1 and B.Grimm 2 must maintain their debt service recovery rate not less than 1.1:1 under the refinance agreements; otherwise, such failure shall be deemed a default of payment. If B.Grimm 1 and B.Grimm 2 wish to transfer cash surplus from the accounts specified by the creditors and transfer the

22 22 revenue from power business to the Mutual Fund, B.Grimm 1 and B.Grimm 2 must have their debt service recovery rate not less than 1.2:1 under the credit facilities agreement and the refinance agreements. In 2012, the debt service recovery rates of B.Grimm 1 and B.Grimm 2 are equivalent to 1.4 and 1.0, respectively. Volume and Prices of B.Grimm 1 and B.Grimm 2 Power and Steam B.Grimm 1 (Million Baht) Starting 1 January and Ending 31 December (Audited) Power distribution (GWh) to: EGAT Industrial users Total 1, , , ,177.4 Steam (1000 tons) Average power price rate (million Baht/GWh) EGAT Industrial users Total Average steam price rate (million Baht/thousand tons) B.Grimm 2 (Million Baht) Starting 1 January and Ending 31 December (Audited) Power distribution (GWh) to: EGAT Industrial users Total , , ,227.8 Steam (1000 tons) Average power price rate (million Baht/GWh) EGAT Industrial users Total Average steam price rate (million Baht/thousand tons) Source: B.Grimm 1 and B.Grimm 2

23 23 Subject to the power purchasing agreements entered into with EGAT, B.Grimm 1 and B.Grimm 2 are required to sell power to EGAT at a volume equivalent to 90 megawatts. If B.Grimm 1 and B.Grimm 2 fail to comply with the power purchasing agreements, they must pay a fine set out in the agreements. B.Grimm 1 and B.Grimm 2 occasionally sold power to EGAT at a volume less than 90 megawatts; hence, B.Grimm 1 and B.Grimm 2 were liable for the fine in an amount equivalent to 20% of the power volume which is lower than 90 megawatts. Previously, average power price charged to industrial users was higher than the price charged to EGAT. The financial statements were affected as the revenue from sale of power to EGAT would reduce as a result of the drop of sales volume and the fine, while the revenue from sale of power to industrial users would increase. EGAT also requires that thermal energy used for the thermal process or steam production process be at least 10% and the efficiency value of power production from the production process be not less than 45%. During the last four years, B.Grimm 1 and B.Grimm 2 paid fines (steam fines) imposed to EGAT because thermal energy used for the thermal process failed to reach 10%, in an amount equivalent to 50% of the capacity payment paid by EGAT to B.Grimm 1 and B.Grimm 2 over the year, multiplied by the ratio equivalent to the difference of the specified thermal energy required and the actual energy produced by B.Grimm 1 and B.Grimm 2. This would affect expenses in relation to standard management fees recorded in the financial statements. However, B.Grimm 1 and B.Grimm 2 were not subject to a fine imposed on the efficiency of power production from the production process during the past four years. Value of Assets and Assessed Value 1. Assessed value of the infrastructure business assets, in which the Mutual Fund will be invest, prepared by valuers: Valuer Assessed Value Assessment Date (Baht: Million) Ernst & Young Corporate Services Co., Ltd. 6,303-6, January 2013 Capital Advantage Co., Ltd. 6,656-6,830 6 February Approaches and significant assumptions applied in the assessment by valuer No. 1, Ernst & Young Corporate Services Co., Ltd. With respect to the assessment, the valuer applied the approach based on income less expenses of B.Grimm 1 and B.Grimm 2, specified in the Revenue Sharing Agreement (the income approach). Calculation method of the net present value of income which are cash flows (discounted cash flow analysis) is a significant assumption applied to valuing the assets in the assessment report. As the establishment date of the Infrastructure Fund was scheduled for 1 February 2013, the projections of cash flows for the Infrastructure Fund would be, in case of B.Grimm 1, projections for the period starting 1 February 2013 and ending 16 September 2019, approximately 7 years, and incase of B.Grimm 2, projections for the period starting 1 February 2013 and ending 27 September 2022, approximately 10 years according to the expiration of the power purchasing agreement made with EGAT or the expiration of the Revenue Sharing Agreement. The significant assumptions include: revenue of B.Grimm 1 and B.Grimm 2 consisting of revenue from sale of power to EGAT, sale of power and steam to industrial users, and joint public utility service;

24 24 growth rates of revenue from sale of power to EGAT are at -3.5% to 11.8% for B.Grimm 1, and -3.3% to 8.9% for B.Grimm 2; growth rates of revenue from sale of power to industrial users are at 2.0% to 6.5% for B.Grimm 1 and 2.1% to 9.4% for B.Grimm 2, from the assessment date until the expiration of the Revenue Sharing Agreement; major cost of sales, consisting of fuel costs, costs of power purchased from related parties, operating and maintenance costs, sales expense and administrative expense. Fuel costs are the highest cost of sales, equivalent to 72% to 77% of B.Grimm 1 total revenue, and 67% to 73% of B.Grimm 2 total revenue; and equivalent to 84% to 89% of B.Grimm 1 total expenses, and 80% to 88% of B.Grimm 2 total expenses. From financial projections of B.Grimm 1 and B.Grimm 2, assessed value range of Baht billion billion is divided into 2 scenarios based on discount rate which are the discount rate in the event of low particular risk (particular risk = 1%) resulting in high assessed value, and the discount rate in the event of high particular risk (particular risk = 3%) resulting in low assessed value. Particular risks are risks that might happen to B.Grimm 1 and B.Grimm 2 which depends on varieties of sources of income compared with comparable companies, controlling rights, time limit of the Infrastructure Fund, power consumption demand risk, secondary mortgage right and arrangements between the Mutual Fund and B.Grimm 1 and B.Grimm 2 for risk prevention. The valuer noted that different discount rates are applied to the each relevant period in order to reflect a financial structure risk of each power plant. 3. Approaches and significant assumptions applied for the assessment by valuer No. 2, Capital Advantage Co., Ltd. With respect to the assessment of revenue from the power business, the valuer has applied the discounted cash flow (DCF) approach, by calculating the net present value of cash flows, based on potential revenue from the power business under the Revenue Sharing Agreement during the term of the power purchasing agreement entered in to with the EGAT, including the cash balance at the beginning of the year, at the discount rate. Capital Advantage Co., Ltd. found that the appropriate rate is 6.61% p.er annual. The assessment is made in 2 scenarios: the discount rates are 6.28% per annual and 6.94% per annual according to the discount rate adjusted, up and down, by approximately 5% of said appropriate rate. This is to indicate the sensitivity of the value of the revenue from the power business. The projection period, with respect to B.Grimm 1, starting February 2013 and ending September 2019, and with respect to B.Grimm 2, starting February 2013 and ending September The financial projection of B.Grimm 1 and B.Grimm 2 is at the range of Baht billion - 6,830 billion.

25 25 Provision of Benefits Investment in the infrastructure assets business and the provision of benefits from such assets shall be in accordance with the following rules: 1. Infrastructure business asset in which the Mutual Fund is permitted to invest are: (1) the ownership, possessory right or leasehold over land, buildings, structures, machinery, equipment, and other related properties, for the operation of any infrastructure business; (2) the concession right to carry out any infrastructure business; (3) the right to benefits from future revenue, or the rights under an agreement to share future revenue of any infrastructure business, or derived from the management of any infrastructure business, or the management of other properties acquired from the operation of any infrastructure business; (4) the right of claims under a machinery and equipment sale and installation agreement, a construction agreement, or infrastructure business service or product sale and purchase agreement; (5) the shares or debt instruments issued by a company with the following characteristics: (a) (b) its aggregate investment value in the assets under (a), (b), (c), or (d) is not less than 75% of the gross asset value, or its income derived from the seeking of economic benefits from the assets under (a), (b), (c), or (d) is not less than 75% of the gross revenue in each fiscal year; and the Mutual Fund holds more than 75% of its total outstanding shares and more than 75% of its total number of voting rights; 2. An infrastructure business having a policy to mainly invest in the assets of the infrastructure businesses which are operated for the overall public benefit of Thailand which falls into one of the following shall be regarded as an infrastructure business: (1) a business which sells goods for public benefit or provides service to the public indirectly through other infrastructure business operators; (2) a business which sells goods or provides service entirely to the public sector; (3) a business which sells goods or provides service, in whole or in part, to the private sector, provided such sale of goods or provision of service is not limited to one particular private business operator or group of operators. Upon application, such sale of goods or provision of service shall not be more than one third of the maximum production or service capacity of such infrastructure business. It shall be deemed that persons who are related in the following manners shall be deemed as the same group of persons with the private business under paragraph one:

26 26 (a) (b) (c) natural persons or juristic persons who are related in the form of shareholders or partners of such private business, directly or indirectly, in the amount higher than 30% of the total outstanding shares or the total partnership of such private business; juristic persons which have the same person under (a); spouse or child who is a minor of the person under (a); 3. Having specific infrastructure business assets in which the fund will invest. 4. Infrastructure business assets are required to go through: (1) a due diligence to investigate or review assets of the infrastructure business; as well as a financial consultant providing an analysis of information and data in connection with assets of the infrastructure business, or with the infrastructure business, such as financial, legal and technical information and data; and it is noted that the infrastructure business to be invested in meets the rules as follows: (a) (b) suitable for investment by public investors, as having potentials to generate proceeds to be the Mutual Fund regular earnings; and maintaining valid and enforceable documents of title or contractual documents which are clear and sufficient for the Mutual Fund to use or to provide benefits; (2) assessment of assets of the infrastructure business in accordance with the rules described in the assessment of assets of the Fund Management Project; (3) if the assets of the infrastructure business to be invested in are rights to receive benefits from future revenue or rights under a Revenue Sharing Agreement, the Management Company is required to ensure that the infrastructure business operator, which is the other party to the agreement, arranges a mechanism to enable the Management Company or its designated person to review or verify the revenue sharing received by the Mutual Fund in accordance with the terms of the agreement, and to send the relevant report or information to the Management Company for monitoring and verifying such revenue sharing. 5. The management company shall execute any agreement in order to acquire the infrastructure business assets within 6 months from the date of the registration of the Mutual Fund, with a value of not less than seventy-five percent of the gross asset value of the Mutual Fund, unless a waiver is granted by the Office. 6. The management company shall maintain the investment value in the infrastructure business assets as of the last day of the annual accounting period, with a total value of not less than 75% of the gross asset value of the Mutual Fund. The management company may not be required to maintain such value only in the following cases: (1) the last accounting period before the expiration of the Mutual Fund term; and (2) an approval is granted by the Securities and Exchange Commission.

27 27 7. With respect to the additional acquisition and disposal of the infrastructure business assets, the Management Company shall proceed in accordance with the rules published by the Securities and Exchange Commission, and proceed in accordance with the following conditions: (1) the additional acquisition, or the disposal, of infrastructure business assets with a value exceeding Baht 100,000,000, or not less than 30% of the gross asset value of the Mutual Fund, may only be carried out when a resolution of the unitholders is obtained, unless in the following cases: (a) (b) the additional acquisition, or the disposal, of the infrastructure business assets in accordance with an agreement or contract with the government sector, which is specifically prescribed in the Mutual Fund management scheme; or the additional acquisition, or the disposal, of infrastructure business assets with a value exceeding Baht 100,000,000, but less than 30% of the gross asset value of the Mutual Fund, which is approved by the trustee. The calculation of the value of the infrastructure business assets under the above paragraph shall be based on the value of every investment transaction in each infrastructure business within the 6-month period; (2) the acquisition, or the disposal, of the infrastructure business assets under (1) shall include all acquisitions, or disposals, whether directly or through the company, of which the Mutual Fund is a shareholder under clause (5). 8. In seeking benefits from the infrastructure business assets, the Management Company shall proceed in accordance with following provisions: (1) the Mutual Fund itself shall not operate any infrastructure business and shall seek economic benefits from the infrastructure business assets by way of a lease, grant of rights, or through operations by other persons; (2) the Mutual Fund will determine the rental rate, royalty, or other relevant remuneration, as well as the conditions under the agreement for seeking benefits for the best interest of the Mutual Fund and in the manner that a reasonable would under the same or similar circumstances. (3) the execution, amendment, or termination of any agreement relating to the seeking of economic benefits from the infrastructure business assets with a contract value exceeding Baht 100,000,000, or not less than 30% of the gross asset value of the Mutual Fund, may only be made when a resolution of the unitholders is obtained, unless in the following cases: (a) (b) the execution, amendment, or termination of any agreement in relation to the seeking of economic benefits, which is specifically prescribed in the Mutual Fund management scheme. the execution, amendment, or termination of any agreement in relation to the seeking of economic benefits, with a contract value exceeding Baht 100,000,000 but less than 30% of the gross asset value of the Mutual Fund, which is approved by the trustee. The calculation of the value of the infrastructure business assets shall be based on the aggregate value of every agreement within the 6-month period.

28 28 Target Group of the Assets Nil. Sales Channel Nil Provision of Product Nil Competition in power plant business in Amata Nakorn Industrial Estate Amata B. Grimm Power entered into an agreement with Amata Nakorn Industrial Estate. Under the agreement, Amata B. Grimm Power was granted the exclusive right to build a new power plant in Amata Nakorn Industrial Estate if Amana Nakorn Industrial Estate is in need of additional power plant. The foregoing term allows Amata B. Grimm Power to maintain its competitive advantages, and reduces potential price competition from other power business operators. To maintain competitiveness of B.Grimm 1 and B.Grimm 2, and to prevent any risks that power plants under the management of Amata B. Grimm Power may operate business competing with the power plants owned by B.Grimm 1 and B.Grimm 2, the Mutual Fund has agreed with Amata B. Grimm Power the noncompetitive agreement against B.Grimm 1 and B.Grimm 2. Amata B. Grimm Power may allow its subsidiaries to offer the sale of power and/or steam to any juristic person who is a party of the power sale and purchase agreements and/or a power sale and purchase agreement to be made in accordance with the information set out in the Revenue Sharing Agreement under condition that such sale offer of power and/or steam may not cause material negative effect financial position and/or ability to comply with the Revenue Sharing Agreement of B.Grimm 1 and B.Grimm 2. The exclusive right to build a new power plant in Amata Nakorn Industrial Estate and arrangements with Amata B. Grimm Power with respect to non-competition with B.Grimm 1 and B.Grimm 2 help reduce impacts from price competition of the new power plant's customer base expansion plan; thus, B.Grimm 1 and B.Grimm 2 can enjoy the profits under the Revenue Sharing Agreement throughout its term. Summary of Agreements 1. Summary of agreements in relation to power plant business 1.1 Subject matter of master agreements in relation to power plant business operated by B.Grimm Power and steam sale agreement made between B.Grimm 1 and the buyers 1) Power sale and purchase agreement between B.Grimm 1 and the Power Generating Authority of Thailand (EGAT) Term: 21 years, starting from the commencement of the sale and purchase (starting 17 September 1998 and ending 16 September 2019). As of the date of initial investment by the Mutual Fund, the agreement remains valid for the period more than 6 years.

29 29 Summary: EGAT agrees to purchase and B.Grimm 1 agrees to sell power of 90 megawatts, at 115 KW (the "Power"). Starting Year 2 until the year preceding the last year of the agreement, EGAT agrees to purchase power from B.Grimm 1 not less than 80% of the Power (90 megawatts), multiplied by hours over the year (24 hours X days in the year), less the volume which B.Grimm 1 fails to generate to EGAT as instructed by EGAT in accordance with the specified volume and time, and/or B.Grimm 1 ceases to produce and sell power to EGAT, and/or B.Grimm 1 requests reduction of sale to EGAT. 2) Standard power sale and purchase agreement between B.Grimm 1 and industrial users Term: 15 years, starting the date of the agreement. B.Grimm 1 would notify the commencement date to the purchaser not later than one month from the date of distribution. The purchaser may express its intention to renew the agreement for the period of not less than 3 years, but not exceeding 5 years. Summary: The purchaser agrees to purchase and B.Grimm 1 agrees to sell the net distributed power. The purchaser agrees to purchase power in each month not less than 65% of the maximum capacity volume which the purchaser have purchased during the preceding 12 months. If the net power distributed in any month is less than 65% of the maximum capacity volume of the preceding 12 months, the purchaser agrees to make payment at the rate equivalent to payment for 65% of the maximum capacity volume of the preceding 12 months. The difference of the net distributed power actual consumed and 65% of the maximum capacity volume of the preceding 12 months will be accumulated in the purchaser's account for consumption in the following month. The enforcement of the minimum purchase volume is at B.Grimm 1's discretion. As of 31 March 2013, there were 35 industrial users entering into 40 power sale & purchase agreements, with gross production capacity of megawatts. 3) Steam sale and purchase agreement between B.Grimm 1 and Sermsuk Beverage Co., Ltd. Term: 15 years, starting 7 October 1998 and ending 6 October The purchaser may express its intention to renew the agreement for the period of not less than three years, but not exceeding five years. Summary: Sermsuk Beverage Co., Ltd., the purchaser agrees to purchase and B.Grimm 1 agrees to sell steam, at the volume of 6 tons per hour, which is the byproduct of the power production of B.Grimm 1 power plant Natural Gas sale and purchase agreement between PTT and B.Grimm 1 Term: 2 phases 1. Starting from the date of execution of the agreement until the date immediately preceding the date of commercial consumption.

30 30 2. The commercial consumption period is 21 years starting from the commercial consumption date (1 January 2009). The parties may renew the agreement for the period of 4 years. Summary: PTT agrees to sell gas to B.Grimm 1, not exceeding 32 million cubic feet per day for production capacity at 170 megawatts based on heating value at 850 BTU/square foot Power sale and purchase agreement between B.Grimm 1 and PEA Term: 1 year from the effective date. Upon each expiration of the agreement, if no termination is made, it shall be deemed that the agreement becomes effective for 1 year. Summary: B.Grimm 1 agrees to purchase and PEA agrees to sell power with maximum demand of approximately 85,000 kilowatts Service agreement with respect to the storage of documents, files, computers and office equipment between B.Grimm 1 and Amata B. Grimm Power Co., Ltd. (formerly known as Amata Power Company Limited) Term: valid until 31 December For each renewal, the parties are required to agree on the terms, conditions, subject matter of the agreement, and service fee. Summary: B.Grimm 1 agrees to receive services rendered by Amata B. Grimm Power Co., Ltd., the contractor, and the contractor agrees to provide space for storing documents, files, computers and office equipment of B.Grimm 1 at the monthly rate of Baht 293, Vehicle, Internet, and system service agreement between B.Grimm 1 and Amata B. Grimm Power Co., Ltd. (formerly known as Amata Power Co., Ltd.) Term: valid until 31 December For each renewal, the parties are required to agree on the terms, conditions, subject matter of the agreement, and service fee. Summary: B.Grimm 1 agrees to receive services rendered by Amata B. Grimm Power Co., Ltd., the contractor, and the contractor agrees to provide its Center Car Service for vehicles owned by Amata B. Grimm Power Co., Ltd. which B.Grimm 1 uses in the operation of its business, as well as Internet and Intranet System services and system service at the monthly rate of Baht 155, Consulting service agreement between B.Grimm 1 and Amata B. Grimm Power Co., Ltd. (formerly known as Amata Power Co., Ltd.) Term: valid until 31 December For each renewal, the parties are required to agree on the terms, conditions, subject matter of the agreement, and service fee. Summary: B.Grimm 1 agrees to receive services rendered by Amata B. Grimm Power Co., Ltd., the contractor, and the contractor agrees to provide its consulting services, administrative service, technologies as well as manage any matter in connection with

31 31 accounting, management, finance, law, engineering, marketing, acquisition of shares or assets, insurance, business planning and business development, relationship with governmental agencies for B.Grimm 1. Service fees for the service time are charged at hourly rates. Hourly rates will depend on level of the contractor's personnel rendering services to B.Grimm Water supply and wastewater management service agreement between B.Grimm 1 and Amata Water Co., Ltd. (formerly known as Amata Quality Water Co., Ltd.) Term: The agreement is valid for 19 years from the execution of the agreement (April 2001) or until: 1. cause for termination set out in the agreement occurs; 2. a party hereto sends not less than 60 days notice of early termination in writing to the other party and the parties mutually agree to terminate the agreement; Summary: B.Grimm 1 agrees to engage Amata Quality Water Co., Ltd., the service provider, to supply to B.Grimm 1 water in the volume of 4,000-5,000 cubic meters per day and to provide wastewater management services to B.Grimm Memorandum of understanding with respect to the calculation of power sold and power purchased payment between B.Grimm 1 and B.Grimm 2 Summary: B.Grimm 1 and B.Grimm 2 agree on the calculation rate of power sold and power purchased payment by and between B.Grimm 1 and B.Grimm 2 (divided into Block 2.0 (power plant Phase I 110 megawatts) and Block 2.1 (Annex 55 megawatts) Power sale and purchase agreement entered into by B.Grimm 1 and B. Grimm 3 Summary: B.Grimm 1 and B. Grimm 3 agree on the calculation rate of power sold and power purchased payment by and between B.Grimm 1 and B. Grimm 3, divided into a formula to calculate a peak demand rate, and a formula to calculate an off-peak demand rate Joint public utility agreement entered into by B.Grimm 1, B.Grimm 2 and B. Grimm 3 Term: 25 years from the execution of the agreement (and valid until 17 October 2035) or until the expiration of the power sale and purchase agreement between B. Grimm 3 and the industrial user, whichever is the later. Summary: B.Grimm 1 and B.Grimm 2 agree that B. Grimm 3 may use the machinery and facilities owned by B.Grimm 1 and B.Grimm 2 to operate its business under the terms and conditions agreed in the agreement. The parties will agree in good faith on the ratio of their use of machinery and facilities.

32 Summary of the master agreements in connection with B.Grimm 2 power plant business Power and steam sale and purchase agreement entered into by B.Grimm 2 and the purchasers 1) Power sale and purchase agreement between B.Grimm 2 and EGAT (under the power sale and purchase agreement entered into by Amata Power Co., Ltd. and EGAT, dated 9 December 1998 as the rights and obligations of Amata Power Co., Ltd. were transferred to B.Grimm 2 under letter Ref. No. GorForPor. B3500/03304, dated 25 January 2000) Term: 21 years, starting from the commencement of the power sale and purchase (starting 28 September 2001 and ending 27 September 2022). As of the date of initial investment by the Mutual Fund, the agreement remains valid for the period of more than 9 years. Summary: EGAT agrees to purchase and B.Grimm 2 agrees to sell power of 90 megawatts, at 115 KW (the "Power"). Starting Year 2 until the year preceding the last year of the agreement, EGAT agrees to purchase the Power from B.Grimm 2 not less than 80% of the Power (90 megawatts), multiplied by hours over the year (24 hours X days in the year), less the volume which B.Grimm 2 fails to generate to EGAT as instructed by EGAT in accordance with the specified volume and time, and/or B.Grimm 2 ceases to produce and sell power to EGAT, and/or B.Grimm 2 requests reduction of sale to EGAT. 2) Master power sale and purchase agreement between B.Grimm 2 and industrial users Term: 15 years, starting from the commencement date of the agreement. B.Grimm 2 would notify the commencement date to the purchaser not later than 1 month from the date of distribution. The purchaser may express its intention to renew the agreement for the period of not less than 3 years, but not exceeding 5 years. Summary: The purchaser agrees to purchase and B.Grimm 2 agrees to sell the net distributed power. The purchaser agrees to purchase power in each month not less than 65% of the maximum capacity volume which the purchaser have purchased during the preceding 12 months. If the net power distributed in any month is less than 65% of the maximum capacity volume of the preceding 12 months, the purchaser agrees to make payment at the rate equivalent to payment for 65% of the maximum capacity volume of the preceding 12 months. The difference of the net distributed power actual consumed and 65% of the maximum capacity volume of the preceding 12 months will be accumulated in the purchaser's account for consumption in the following month. The enforcement of the minimum purchase volume is at B.Grimm 2's discretion. As of 31 March 2013, there were 39 industrial users entering into 47 power sale and purchase agreements, with gross production capacity of megawatts.

33 33 3) Steam sale and purchase agreement between B.Grimm 2 and a private purchaser Term: 15 years, starting from the commencement date of the agreement. B.Grimm 2 will notify the commencement date to the purchaser not later than 1 month from the date that B.Grimm 2 is able to deliver the steam. The purchaser may express its intention to renew the agreement for the period of not less than 3 years, but not exceeding 5 years. Summary: The purchaser agrees to purchase and B.Grimm 2 agrees to sell steam, at the agreed volume. The steam is by-product of B.Grimm 2 power production. As of 31 December 2012, there were 3 industrial users entering into the steam sale and purchase agreement with B.Grimm 2, with the gross volume of 19 tons per hour Natural Gas sale and purchase agreement between PTT and B.Grimm 2 Term: divided into 2 phases as follows: 1. Starting from the date of execution of the agreement until the date preceding the date of commercial consumption. 2. The commercial consumption period is 21 years from the date of commercial consumption, 28 September The parties to the agreement are entitled to renew the agreement for the period of 4 years. Summary: PTT agrees to sell gas to B.Grimm 2, not exceeding 26 million cubic feet, production capacity equivalent to 165 megawatts, heating value at 900 BTU/square foot Power purchasing agreement between B.Grimm 2 and PEA Term: 1 year from the effective date of the agreement. Upon each expiration of the agreement, if no termination is made, it shall be deemed that the agreement becomes effective for another 1 year. Summary: B.Grimm 2 agrees to purchase and PEA agrees to sell power \ with maximum demand of approximately 10,000 kilowatts Service agreement with respect to storage of documents, files, computers and office equipment between B.Grimm 2 and Amata B. Grimm Power Co., Ltd. (formerly known as Amata Power Company Limited) Term: valid until 31 December For each renewal, the parties to the agreement are required to agree on the terms, conditions, subject matter of the agreement, and service fee. Summary: B.Grimm 2 agrees to receive services rendered by Amata B. Grimm Power Co., Ltd., the contractor, and the contractor agrees to provide space for storing documents, files, computers and office equipment of B.Grimm 2 at the monthly rate of Baht 262, Vehicle, Internet, and system service agreement betwee B.Grimm 2 and Amata B. Grimm Power Co., Ltd. (formerly known as Amata Power Co., Ltd.)

34 34 Term: valid until 31 December For each renewal, the parties are required to agree to the terms, conditions, subject matter of the agreement, and service fee. Summary: B.Grimm 2 agrees to receive services rendered by Amata B. Grimm Power Co., Ltd., the contractor, and the contractor agrees to provide its Center Car Service for vehicles owned by Amata B. Grimm Power Co., Ltd. which B.Grimm 2 uses in the operation of its business, as well as Internet and Intranet System services and system service at the monthly rate of Baht 145, Consulting service agreement between B.Grimm 2 and Amata B. Grimm Power Co., Ltd. (formerly known as Amata Power Co., Ltd.) Term: valid until 31 December For each renewal, the parties are required to agree on the terms, conditions, subject matter of the agreement, and service fee. Summary: B.Grimm 2 agrees to receive services rendered by Amata B. Grimm Power Co., Ltd., the contractor, and the contractor agrees to provide its consulting services, administrative service, technologies as well as manage any matter in connection with accounting, management, finance, law, engineering, marketing, acquisition of shares or assets, insurance, business planning and business development, relationship with governmental agencies for B.Grimm 2. Service fees for the service time are charged at hourly rates. Hourly rates will depend on level of the contractor's personnel rendering services to B.Grimm Water supply and wastewater management service agreement entered into by B.Grimm 2 and Amata Water Co., Ltd. (formerly known as Amata Quality Water Co., Ltd.) Term: The agreement is valid for 21 years from the execution of the agreement (June 2001) or until: 1. cause for termination set out in the agreement occurs; 2. a party hereto sends no later than 60 days notice of early termination in writing to the other party and the parties mutually agree to terminate the agreement; Summary: B.Grimm 2 agrees to engage Amata Quality Water Co., Ltd., the service provider, to supply to B.Grimm 2 water in volume of 3,000-3,500 cubic meters per day and to provide wastewater management services to B.Grimm Memorandum of understanding with respect to the calculation of power sold and purchased payment by and between B.Grimm 1 and B.Grimm 2 Summary: B.Grimm 1 and B.Grimm 2 agree on the calculation rate of power sold and purchased payment by and between B.Grimm 1 and B.Grimm 2 (divided into Block 2 (power plant, Phase I, 110 megawatts) and Block 2.1 (Annex 55 megawatts.)

35 Power sale and purchase agreement between B.Grimm 2 and B. Grimm 3 Summary: B.Grimm 2 and B. Grimm 3 agree on the calculation rate of power sold and purchased payment by and between B.Grimm 2 and B. Grimm 3, consisting of a formula to calculate a peak demand rate, and a formula to calculate an off-peak demand rate Joint public utility agreement entered into by B.Grimm 2 and B. Grimm Summary of agreements in connection with initial investment of the Mutual Fund 2.1 Revenue Sharing Agreement With respect to investment by the Mutual Fund with the details described in clause 4.1, the Mutual Fund will enter into the Revenue Sharing Agreement from the power business with the relevant party. The subject matter of the agreement: Transferors B. Grimm 1 and B. Grimm 2 Transferee Transferred Assets The Mutual Fund Proceeds from the power businesses in connection with the power purchasing agreements entered into with EGAT, power sale and purchase agreements entered into with industrial users, steam sale and purchase agreements, as well as any agreements entered into during the term of the Revenue Sharing Agreement from the power business. The calculation of proceeds shall be subject to the formula as follows: Proceeds from the power business = cash flows from earnings of the power plants - cash outflows for power plant's expenses + changes in provisions + beginning cash balance - minimum balance In this respect, Cash flow from earnings of the power plants means 1. cash flow derived from the sale of power under the power sale and purchase agreements entered into between the power plants and the Electricity Generating Authority of Thailand ("EGAT"), cash flow derived from other income generated from the sale or use of power produced by the power plants for EGAT under the power sale and purchase agreements entered into with EGAT; 2. cash flow derived from sale of the power under sale and purchase agreements, cash flow derived from proceeds from sale of steam under the steam sale and purchase agreements entered into by the power plants and their industrial users, cash flow derived from other income generated from the sale or use of power or steam produced by the power plants for the industrial users under the power sale and purchase agreements with the industrial users; 3. cash flow derived from income of the power plants in connection with or under the power sale and purchase agreements with EGAT, the power sale and purchase agreements with industrial

36 36 users, the shared facilities agreements, the gas supply agreements, the water supply agreements, the standby power supply agreement entered into with Provincial Electricity Authority, the land sale and purchase agreement, the agreement for provision of spare parts and repair service entered into by B. Grimm 2 and GE Thailand Limited, and cash flow derived from other agreements in relation to power plant business, such as, the long term service agreement, the operating and maintenance contract; 4. cash flow derived from the business interruption insurance, cash flow derived from the property and machinery breakdown insurance, and cash flow derived from other insurances which the power plants are the beneficiaries, in accordance with the conditions set out in the Revenue Sharing Agreement from the power business. 5. taxes refund with respect to power plant business Cash outflow for power plant's expenses means cash outflows for power plant's expenses in accordance with the sums set out in the projections of revenue and expenses of the project, including the expenses as follows: 1. operating expenses, repair and maintenance fees, major overhaul costs (excluding major overhaul costs for the last 3 years prior to the expiration of the agreement made by B. Grimm 1 - with respect to B. Grimm 1 power plant, and/or the expiration of the agreement made by B. Grimm 2 - with respect to B. Grimm 2 power plants), power plant operation-related expenses necessary for efficient operation of the power plants, including cost and expenses of the power plants in connection with or under the power sale and purchase agreements entered into with EGAT, the power sale and purchase agreements entered into with industrial users, the shared facilities agreement, the gas supply agreement, the water supply agreement, the standby power supply agreement with the Provincial Electricity Authority, and with respect to B. Grimm 2, the agreement for provision of spare parts and repair service entered into by B. Grimm 2 and GE Thailand Limited; 2. expenses incurred in power production, utility cost of the power plants, costs for power plant connection system for telecommunications, investments in fixed assets, other expenses required for power plants operations, such as expenses incurred under the long term service agreement and the operating and maintenance contract; 3. salaries, bonuses, provident fund, and other benefits for employees, including operating costs and overhead; 4. professional fees and accrued expenses for consultants and technicians in relation to power plant operations;

37 37 5. tax expenses incurred in an ordinary course of business of power plants, exclusive of: a. taxes, including fines and levies, in relation to power plant operations, incurred prior to the term of the agreement; b. fines and levies in relation to power plants operations, incurred during the term of the agreement, and such fines or levies are incurred because B. Grimm 1 and B. Grimm 2 have failed to pay full and accurate taxes under the conditions set out in the applicable laws; however, such fines and/or levies may be deemed expenses for calculating proceeds from the power business if the Revenue Department or any authority involved with tax assessment considers that the company has no intention or has conducted no gross negligence in failing to pay such taxes in full; c. 50% of taxes imposed on B. Grimm 1 and B. Grimm 2, including fines and levies for the execution of this agreement; d. any taxes, including fines and levies imposed on revenues of the companies in the part of the difference between the purchase price and the proceeds from the power business, as regarded in accounting sense, as a discharge of debts by the Mutual Fund for B. Grimm 1 and B. Grimm 2 as set out in the agreement upon the expiration of the agreement made by B. Grimm 1 and the expiration of the agreement made by B. Grimm 2. To avoid any doubt, the difference between the purchase price and the proceeds from the power business, regarded in accounting sense, as a discharge of debts by the Mutual Fund for B. Grimm 1 and B. Grimm 2 may arise because B. Grimm 1 and B. Grimm 2 have obligations to transfer the proceeds from the power plant business to the Mutual Fund only for the proceeds actually gained. If the proceeds are less than the purchase price, B. Grimm 1 and B. Grimm 2 have no obligations to pay to the Mutual Fund for the difference. In such case, it is deemed, in accounting sense, that the debts are discharged by the Mutual Fund for B. Grimm 1 and B. Grimm 2 upon the expiration of the agreement made by B. Grimm 1, and the expiration of the agreement made by B. Grimm expenses in relation to insurance premiums; 7. rental fees for buildings and offices; 8. machinery rental fees; 9. other expenses incurred, set out in the projection of the power plant operations;

38 principals, proceeds, expenses and other costs with respect to any financing in connection with power plant operations; 11. expenses incurred in repairs and erection of power plants because the power plants suffer any damage; 12. expenses and costs (including court costs) incurred in transferring proceeds from the power business, or other monies to the Mutual Fund under this agreement. Changes in provision means beginning provision - ending provision Provision means: 1. provision for payments to creditors for principals and proceeds to be paid during the following 6 months; such provision would be made not exceeding, with respect to B. Grimm 1, Baht million, and, with respect to B. Grimm 2, Baht million for the year; 2. provision for the major overhaul; such provision would be made not exceeding, with respect to B. Grimm 1, Baht million, and, with respect to B. Grimm 2, Baht million for the year; provided that such provision would not include expenses to be incurred in the major overhaul for the last 3 years prior to the expiration of the agreement made with B. Grimm 1 in relation to B. Grimm 1 power plant, and/or the expiration of the agreement made with B. Grimm 2 in relation to B. Grimm 2 power plant. Beginning cash balance means net cash remaining in the accounts receivable for the proceeds of the Mutual Fund before the transfer of proceeds from the power business to the Mutual Fund for the year. Minimum balance means minimum cash which the power plants must maintain for internal operations, in this matter, equivalent to Baht 50 million. Purchase price Term of Agreement Purchase price with respect to proceeds from the power business payable to B. Grimm 1 and B. Grimm 2 is equivalent to not exceeding Baht 6,655,000,000, which is the maximum offer from the initial offering, The final price will be agreed between the Mutual Fund, and B. Grimm 1, and B. Grimm 2, taking into account the assessed price and market condition, prior to the execution of the Revenue Sharing Agreement from the power business. From the date the Mutual Fund makes payment for the purchase at the purchase price to B. Grimm 1 and B. Grimm 2 until: (a) with respect to B. Grimm 1, 16 September 2019; or (b) with respect to B. Grimm 2, 27 September 2022.

39 39 Transfer of Proceeds Expiration or Early Termination of the Power Sale Agreement(s) Reserve account for the Mutual Fund Fee B. Grimm 1 and B. Grimm 2 agree to transfer proceeds from the power business to the Mutual Fund, based on 6-month operating results. Payment will be made before or in March and August of the year, in accordance with the details set out in the Revenue Sharing Agreement from the power business. Where any of the power sale agreements made with industrial users expires or terminates before the specified time, as applicable, and exclusive of the agreements made with EGAT, B. Grimm 1 and B. Grimm 2 agree to immediately give the notice in writing to the Mutual Fund and seeking potential purchasers to replace the existing purchaser. Following the sending of the notice and the seeking for replacement, B. Grimm 1 and B. Grimm 2 shall enter into a power sale agreement with the replacing purchaser. Such power sale agreement shall include conditions less favorable than the existing condition provided that the less favorable conditions shall not be material. B. Grimm 1 and B. Grimm 2 are required to notify the Mutual Fund of the cause necessary for executing the agreement with condition less favorable than the original conditions. Such cause may come from market, economic, social, or political conditions. B. Grimm 1 and B. Grimm 2 are required to give the written notice of the details of the power sale agreements within 30 (thirty) days from the date of execution of the power sale and purchase agreement(s). B. Grimm 1, B. Grimm 2, and the Mutual Fund agree that B. Grimm 1 and B. Grimm 2 would pay to the Mutual Fund the following fees due to the proceeds gained by the Mutual Fund under the Revenue Sharing Agreement from the power business, and subject to the conditions as follows: (a) to be reserves for the Mutual Fund Fee: B. Grimm 1, B. Grimm 2 and the Mutual Fund agree that the Mutual Fund may deduct Baht 300,000,000 against the payment for the purchase on the date of payment, and transfer the sum to an interest bearing account opened by B. Grimm 1 and B. Grimm 2 (known as "Reserve Account for the Mutual Fund Fee") B. Grimm 1 and B. Grimm 2, as applicable, are authorized signatories of the Reserve Account for the Mutual Fund Fee, and entitled to interest or other proceeds in connection with the Reserve Account for the Mutual Fund Fee. It shall be deemed that the Reserve Account for the Mutual Fund Fee is an integral part of the security for the Mutual Fund. If there is the written Revenue Department rules provide that taxes in connection with transactions between B. Grimm 1, B. Grimm 2, and the Mutual Fund under the Revenue Sharing Agreement from the power business gained by the Mutual Fund under this agreement, are revenue subject to specific business tax for the extent of the difference between the proceeds obtained by the Mutual Fund from B. Grimm 1 and B. Grimm 2 and the payment for the purchase that the Mutual Fund has paid as consideration to B. Grimm 1 and B. Grimm 2 (the "Difference"), without other tax obligations which might be incurred in the

40 40 execution of Revenue Sharing Agreement from the power business by B. Grimm 1 and B. Grimm 2 (other than income taxes which might be imposed on the consideration made to B. Grimm 1 and B. Grimm 2 for the execution of the Revenue Sharing Agreement from the power business, deemed as proceeds from sale of property owned by B. Grimm 1 and B. Grimm 2 (if any), the sum required to be deposited and maintained in the Reserve Account for the Mutual Fund Fee described in this clause would decrease to an amount equivalent to Baht 100, If (1) such event occurs prior to the date of payment for the purchase, the parties to the agreement agree that the sum to be deducted by the Mutual Fund against the payment and transferred to the Reserve Account for the Mutual Fund Fee is equivalent to Baht 100,000,000; or (2) such event occurs at any time during the term of the agreement and the full reserve of the sum set out in (a) above had been deposited, B. Grimm 1 and B. Grimm 2 are entitled to withdraw a balance maintained in the Reserve Account for the Mutual Fund Fee for an amount not exceeding Baht 200, (b) At each transfer of proceeds from power business to the Mutual Fund in accordance with the terms set out in Revenue Sharing Agreement from the power business, B. Grimm 1 and B. Grimm 2 will withdraw the amounts below against the balance in the Reserve Account for the Mutual Fund Fee in order to pay to the Mutual Fund together with the transfer of the proceeds from power business, and such sums may not be deemed a portion of the proceeds from power business: 1. Where the Mutual Fund is required to pay specific business tax imposed by applicable law as a result of proceeds from power business gained by the Mutual Fund under this agreement - in an amount equivalent to specific business tax at the rate of 3.3% payable by the Mutual Fund on the proceeds from the power business gained by the Mutual Fund in the period. In such case, if during the term of the agreement the remaining balance of the Reserve Account for the Mutual Fund Fee (which is initially required to maintain in the amount of Baht 100,000,000) is insufficient to pay to the Mutual Fund as described above, B. Grimm 1 and B. Grimm 2 have the duty to pay the shortfall of the fee, and such payment may not be deemed expenses for the calculation of proceeds from the power business. 2. Where other tax obligations of B. Grimm 1 and B. Grimm 2 arise as a result of the execution of the Revenue Sharing Agreement from the power business (other than income tax which may be imposed on the consideration made to B. Grimm 1 and B. Grimm 2 as a result of the execution of the

41 41 Revenue Sharing Agreement from the power business and regarded as revenue from sale of property of B. Grimm 1 and B. Grimm 2 (if any)), subject to the terms of the Revenue Sharing Agreement from the power business - in the amount specified in the Revenue Sharing Agreement from the power business in order to reimburse such tax obligations to the Mutual Fund. In such case, B. Grimm 1 and B. Grimm 2 have the obligation to pay fee to the Mutual Fund in an aggregate amount not exceeding Baht 300,000,000 only. If during the term of the agreement, the balance in the Reserve Account for Mutual Fund Fee is insufficient to pay to the Mutual Fund as required above, B. Grimm 1 and B. Grimm 2 are not required to pay the shortfall to the Mutual Fund. (c) It is agreed that for the Mutual Fund interest, B. Grimm 1, B. Grimm 2 and the Mutual Fund are required to use their best efforts to immediately do any act necessary to ensure that proceeds from the power business gained by the Mutual Fund under this agreement are, without delay, exempted from specific business tax imposed by the relevant authority as well as other taxes. (d) During the term of the agreement, if it is proven to the Mutual Fund's satisfaction that no tax obligations, direct or indirect, including specific business in connection with the proceeds from power business which the Mutual Fund is entitled to receive under the Revenue Sharing Agreement from the power business, subject to the terms set out in Revenue Sharing Agreement from the power business, it is agreed that the obligations of B. Grimm 1 and B. Grimm 2 set out in this clause would terminate, and B. Grimm 1 and B. Grimm 2 would be entitled to receive the balance remaining in the Reserve Account for Mutual Fund Fee, together with all interest and benefits (if any.) Client Retention Clause B. Grimm 1 and B. Grimm 2 agree to retain their clients who are industrial users as shown in the client list, Annex I of the power sale agreement made by and between B. Grimm 1 and the purchaser, and the power sale agreement made by and between B. Grimm 2 and the purchaser, as well as clients who are the parties to new sale and purchase agreements so as to prevent any adverse impact which might materially affect the ability to transfer the proceeds from power business to the Mutual Fund under this agreement. Where the power production capacity remains, in the event that any power sale agreement is subject to an early termination under clause of the power sale agreement made by B. Grimm 1 and the purchaser, or clause of the power sale agreement made by B. Grimm 2 and the purchaser, B. Grimm 1 and B. Grimm 2 agree to use their best efforts to provide a client who is industrial user to enter into

42 42 new power sale and purchase agreements made with B. Grimm 1, and B. Grimm 2 in accordance with gross production capacity. The Mutual Fund may establish exclusions for this clause in the Revenue Sharing Agreement from the power business made with B. Grimm 1 and B. Grimm 2 Reports B. Grimm 1 and B. Grimm 2 agree to deliver documents and reports described below to the Mutual Fund: (a) audited quarterly financial statements of B. Grimm 1 and B. Grimm 2, within 45 days from the end of the quarter; (b) audited year-end financial statements of B. Grimm 1 and B. Grimm 2, within 60 days from the end of the fiscal year; (c) projection of revenue and expenses of the project and capital expenditure budget of the project for the following fiscal year, by 30 November of every year ("Projection of Revenue and Expenses".) The Mutual Fund agrees to completely review and approve the documents described in (c) above within 30 (thirty) days from receipt of the documents from B. Grimm 1 and B. Grimm 2. Should the Mutual Fund fail to give notice of its decision within the specified time, it shall be deemed that the failure to give the notice is the Mutual Fund's approval of the documents described in (c) as submitted by B. Grimm 1 and B. Grimm 2 in all respects. If the Mutual Fund finds it appropriate to amend any records included in the documents described in (c) above, the Mutual Fund shall give the notice in writing to B. Grimm 1 and B. Grimm 2, together with clear information. B. Grimm 1 and B. Grimm 1 shall amend records as agreed by B. Grimm 1, B. Grimm 2 and the Mutual Fund. If no agreement is reached among B. Grimm 1, B. Grimm 2 and the Mutual Fund on any financial information recorded in the documents described in (c), the Mutual Fund, B. Grimm 1 and B. Grimm 2 agree to find an independent person who has knowledge and competence in an area of power plant business to make a decision. Such decision is required to be made by 15 January of the fiscal year following the year that the Mutual Fund received the financial information recorded in the documents in (c) above. Projection of revenue and expenses: B. Grimm 1 and B. Grimm 2 agree to operate their businesses by incurring operating expenses and/or capital expenditure (other than the capital expenditure in connection with the maintenance machinery for power production business (set out in the Revenue Sharing Agreement from the power business)) from cash flows which are revenue of the power plants, in accordance with on the projection of revenue and expenses approved by the Mutual Fund under the conditions set out in the Revenue Sharing Agreement from the power business (the "Approved

43 43 Projection of Revenue and Expenses".) Where B. Grimm 1 or B. Grimm 2 incurs expenses of its power plant in an amount greater than the Approved Projection of Revenue and Expenses, B. Grimm 1 or B. Grimm 2 (as applicable) agree to comply with the conditions as follows: (a) where such expenses are in connection with cost of gas purchased by B. Grimm 1 and B. Grimm 2 from PTT under the gas sale and purchase agreements, dated 1 January 1999 and dated 15 February 2010 respectively, B. Grimm 1 and B. Grimm 2 may pay such expenses in accordance with the sum incurred, and immediately give the notice thereof to the Mutual Fund; (b) where it is the sale and purchase of power and/or steam between B. Grimm 1 and B. Grimm 2 with their subsidiaries, B. Grimm 1 and B. Grimm 2 may determine the purchase price or the sale price, as applicable, in an amount equivalent to an average sale price of power and/or steam. The term "an average sale price of power and/or steam" will have the meaning as agreed in the Revenue Sharing Agreement from the power business; (c) where such expenses are other than those described in clauses (a) and (b) above, B. Grimm 1 and B. Grimm 2 may pay the expenses set out in the Approved Projection of Revenue and Expenses, together with an amount not exceeding 5% of such sum, unless with the prior written consent from the Mutual Fund. Security The Management Company provides the security described below to secure all debt payments having been owed or to be owed hereafter by the Management Company to the Mutual Fund: (a) the secondary mortgage on B. Grimm 1 power plant and/or B. Grimm 2 power plant, as well as the land where the power plant is situated, and the relevant machinery; (b) the pledge and conditional assignment of claims to the Reserve Account for Mutual Fund Fee; (c) the pledge and conditional assignment of claims in an account receivable for proceeds shared by the Mutual Fund; and (d) the Management Company will ensure that the Mutual Fund is a co-beneficiary in the relevant insurance policies, including all risks insurance and business interruption insurance; provided that in becoming a co-beneficiary in said insurance policies and the entitlement to receive indemnity amounts are required to be in accordance with the arrangements between B. Grimm 1, B. Grimm 2, the Mutual Fund and/or creditors of B. Grimm 1 and B. Grimm 2 (if any)

44 44 Right to Terminate the Agreement (a) Type of breach entitling the Mutual Fund to terminate the agreement: The Mutual Fund is entitled to terminate the agreement in any of the following events: 1. B. Grimm 1 or B. Grimm 2 fails to transfer proceeds from the power business to the Mutual Fund on the due dates specified in the Revenue Sharing Agreement from the power business without good reason. 2. B. Grimm 1 or B. Grimm 2 intentionally discontinue its power business on a permanent basis without good reason, with the exception of their discontinuance as a result of damage to property or expropriation, suspension of their power business for maintenance purpose, or discontinuance due to an order of the governmental authority. 3. B. Grimm 1 or B. Grimm 2 is subject to a court order with respect to receivership, bankruptcy or business reorganization. Upon termination of the agreement, B. Grimm 1 and/or B. Grimm 2 (as the case may be) is required to indemnify the Mutual Fund in accordance with the terms set out in the Revenue Sharing Agreement. (b) Type of breach not entitling the Mutual Fund to terminate the agreement: In the event of: 1. B. Grimm 1 or B. Grimm 2 fail to comply with their covenants or to observe any material obligation, requirement or exclusion set out in the agreement (other than the events described in (a) above) and the Mutual Fund suffers material damage. 2. any or all representations given by B. Grimm 1 or B. Grimm 2 to the Mutual Fund under the Revenue Sharing Agreement from the power business or the security documents are materially false, inaccurate or misleading. If any event described in (b) had occurred, the Mutual Fund must give the notice in writing to B. Grimm 1 or B. Grimm 2 with respect to such breach, together with full information relating to the breach of agreement by B. Grimm 1 or B. Grimm 2, and allowing B. Grimm 1 or B. Grimm 2 to take remedial action for the period not less than 30 (thirty) days from their receipt of the notice. If B. Grimm 1 or B. Grimm 2 fails to take such remedial action within the specified time, the Mutual Fund is entitled to file a lawsuit against B. Grimm 1 or B. Grimm 2 to demand them to perform performing of specific obligation in accordance with the Revenue Sharing Agreement from the power business and/or

45 45 for recovering damages available by law. The Mutual Fund is also entitled to demand B. Grimm 1 or B. Grimm 2 pay interest in accordance with the terms set out in the Revenue Sharing Agreement from the power business; provided that the Mutual Fund agrees not to exercise the right to terminate, invalidate or revoke this agreement. Damaged Property (a) Where: "total or substantial loss" means loss having arisen and assessed by an adjuster appointed by the relevant insurance firm, and the owner of the property has caused the damaged property to be removed and might not apply for permission to repair or restore the property to its original condition or function, or the loss having arisen and, notwithstanding the repair thereof, the power production capacity after the restoration reduces by a half of the original production capacity prior to the loss; "partial loss" means a loss to the property which is not a total or substantial loss; "property" means B. Grimm 1 power plant and/or B. Grimm 2 power plant, including supplies and materials used in power plant operations. (b) in the event that the property suffers partial loss due to any cause and parts of the property remain usable for carrying out the business under the power sale agreement, B. Grimm 1 and B. Grimm 2 are responsible for arranging the repair for the property by using the compensation paid to B. Grimm 1 and B. Grimm 1 under the insurance for such repairs. Such compensation shall be dealt with in accordance with the conditions set out in the agreement made between the creditors and the Mutual Fund and/or other arrangements between B. Grimm 1, B. Grimm 2, and the Mutual Fund and/or the creditors of B. Grimm 1 and B. Grimm 2 (if any); (c) in the event that the property suffers total or substantial loss for any reason and: 1. if the property suffering total or substantial loss is owned by B. Grimm 1, the parties agree that B. Grimm 1 shall return to the Mutual Fund the remaining payment for the purchase received by B. Grimm 1 at the rate set out in the Revenue Sharing Agreement from the power business. In no case shall a sum returned to the Mutual Fund exceed all insurance compensation received by B. Grimm 1 after deducting by payment of outstanding credit facilities to its creditors (if any). The Mutual Fund shall receive the payment for the purchase in accordance with the terms set out in the agreement made between the creditors and the Mutual Fund and/or other arrangements between B. Grimm 1, B. Grimm 2, and the Mutual Fund and/or the creditors of B. Grimm 1 and B.

46 46 Grimm 2 (if any); following such payment to the Mutual Fund by B. Grimm 1 under the conditions set out above, it shall be deemed that B. Grimm 1 is released from the obligation under the Revenue Sharing Agreement from the power business; 2. if the property suffering total or substantial loss is owned by B. Grimm 1, the parties agree that B. Grimm 1 shall return to the Mutual Fund the remaining payment for the purchase received by B. Grimm 1 at the rate set out in the Revenue Sharing Agreement from the power business. In no case shall a sum returned to the Mutual Fund exceed all insurance compensation received by B. Grimm 1 less payment of outstanding credit facilities to its creditors (if any). The Mutual Fund shall receive the payment for the purchase in accordance with the terms set out in the agreement made between the creditors and the Mutual Fund and/or other arrangements between B. Grimm 1, B. Grimm 2, and the Mutual Fund and/or the creditors of B. Grimm 1 and B. Grimm 2 (if any); following such payment to the Mutual Fund by B. Grimm 1 under the conditions set out above, it shall be deemed that B. Grimm 1 is released from the obligations under the Revenue Sharing Agreement from the power business. Expropriated Property (a) Expropriation is not material to the power business Where the property is expropriated by a governmental authority, if B. Grimm 1, B. Grimm 2 and the Mutual Fund view that such expropriation is not material to the power business of B. Grimm 1 and B. Grimm 2 under the power purchasing agreements, and B. Grimm 1 and B. Grimm 2 are able to continue performing their obligations under the power purchasing agreements and their power production capacity does not significantly drop from the power production capacity prior to the expropriation, the parties to the agreements agree that their rights and obligations under the agreements remain valid; and B. Grimm 1 and B. Grimm 2 are entitled to compensation for the expropriation paid by the governmental authority. (b) Expropriation of B. Grimm 1 property or B. Grimm 2 property is material to their power business Where the property is expropriated by a governmental authority, if B. Grimm 1, B. Grimm 2 and the Mutual Fund view that such expropriation is material to the power business of B. Grimm 1 and B. Grimm 2 under the power purchasing agreements, or prevents B. Grimm 1 and B. Grimm 2 from performing the power purchasing agreements and their power production capacity materially drops from the power production capacity prior to the expropriation, the parties to the agreements agree that: 1. Where the expropriated property is property owned by B. Grimm 1, it is agreed that B. Grimm 1 shall return to the Mutual Fund the

47 47 remaining payment for the purchase that B. Grimm 1 received at the rate set out in the Revenue Sharing Agreement from the power business. In no case shall the aggregate amount to be returned to the Mutual Fund exceed all compensation for expropriation paid to B. Grimm 1 by the governmental authority, after deducting payment for outstanding debts to credit facilities creditors (if any). B. Grimm 1 shall send to the Mutual Fund such sum within 30 (thirty) days from receipt of the compensation from the governmental authority. Following B. Grimm 1 sending such compensation for the expropriation to the Mutual Fund under the conditions set out above, it shall be deemed that B. Grimm 1 is released from its obligations under the Revenue Sharing Agreement from the power business. 2. Where the expropriated property is property owned by B. Grimm 2, it is agreed that B. Grimm 2 shall return to the Mutual Fund the remaining payment for the purchase that B. Grimm 2 received at the rate set out in the Revenue Sharing Agreement from the power business. In no case shall the aggregate amount to be returned to the Mutual Fund exceed all compensation for expropriation paid to B. Grimm 2 by the governmental authority, after deducting payment for outstanding debts to credit facilities creditors (if any). B. Grimm 2 shall send to the Mutual Fund such sum within 30 (thirty) days from receipt of the compensation from the governmental authority. Following B. Grimm 2 sending such compensation for the expropriation to the Mutual Fund under the conditions set out above, it shall be deemed that B. Grimm 2 is released from its obligations under the Revenue Sharing Agreement. The Mutual Fund agrees that the Mutual Fund may not terminate this agreement or recover any damages against B. Grimm 1 or B. Grimm 2 based on the events described in (b) above. (c) Expropriation of B. Grimm 1 and B. Grimm 2 property is material to their power business Where the expropriated properties are owned by B. Grimm 1 and B. Grimm 2, if B. Grimm 1, B. Grimm 2 and the Mutual Fund view that such expropriation is material to the power businesses of B. Grimm 1 and B. Grimm 2 under the power purchasing agreements, or prevents B. Grimm 1 and B. Grimm 2 from performing the power purchasing agreements and their power production capacity materially drops from the power production capacity prior to the expropriation, the parties to the agreements agree that B. Grimm 1 and B. Grimm 2 shall return to the Mutual Fund the remaining payment for the purchase that B. Grimm 1 and B. Grimm 2 received at the rate set out in the Revenue Sharing Agreement. In no case shall the aggregate amount to be returned to the Mutual Fund exceed all compensation for expropriation paid by the governmental authority, after deducting payment for outstanding debts to credit

48 48 facilities creditors (if any). B. Grimm 1 and B. Grimm 2 shall send to the Mutual Fund such sum within 30 (thirty) days from receipt of the compensation from the governmental authority. Following B. Grimm 1 and B. Grimm 2 sending such compensation for the expropriation to the Mutual Fund under the conditions set out above, the Revenue Sharing Agreement shall be deemed terminated and the parties to the agreement shall have no right to recover damages against the other party, based on the event referred to in this clause (c). Where there is any dispute between B. Grimm 1 and/or B. Grimm 2, and EGAT Where B. Grimm 1 and B. Grimm 2 receive notice of termination of any agreement entered into with EGAT sent by EGAT in order to exercise its right to terminate the agreement under the conditions set out therein and EGAT has allowed B. Grimm 1 and B. Grimm 2 to take remedial action for the period not less than 90 (ninety) days ("EGAT Notice of Termination"), B. Grimm 1 and B. Grimm 2 shall give the notice thereof in writing to the Mutual Fund, and the Mutual Fund shall allow B. Grimm 1 and B. Grimm 2 to take remedial action for the period less than 30 (thirty) days from receipt of such notice from the Mutual Fund or the period agreed by the parties (the "Period for Taking Remedial Action"). If B. Grimm 1 and B. Grimm 2 may not take such remedial action within the specified time, it is agreed that: (a) the Mutual Fund may immediately terminate the agreement following the expiration of the Period for Taking Remedial Action. It shall be deemed that such termination is not attributable to fault of B. Grimm 1 and B. Grimm 2. In such case, B. Grimm 1 and B. Grimm 2 shall return to the Mutual Fund the remaining payment that B. Grimm 1 and B. Grimm 2 received at the rate set out in the Revenue Sharing Agreement from the power business. within 15 (fifteen) days from the date of receipt of the notice of the intention to exercise the right to terminate the agreement from the Mutual Fund, or from the date EGAT fails to make any or all payments for the purchase to B. Grimm 1 and B. Grimm 2 as a result of EGAT exercise of the right to terminate the agreement under the conditions set out therein, whichever date comes later. Following B. Grimm 1 and B. Grimm 2 sending such remaining payment to the Mutual Fund, the Revenue Sharing Agreement shall be deemed terminated and the parties to the agreement shall have no right to recover damages against the other party, based on the event referred to herein; (b) Where B. Grimm 1 and B. Grimm 2 do not receive the notice of intention to exercise the right to terminate the agreement described in clause (a) above within 30 (thirty) days from expiration of the Period for Taking Remedial Action it shall be deemed that the Mutual Fund wishes to wait for the outcome of the dispute resolution process with respect to EGAT's exercise of right to terminate the agreement. If it is resolved by a final award from the dispute

49 49 resolution process that: 1. B. Grimm 1 and B. Grimm 2 agreed and consented to comply with the EGAT Notice of Termination, B. Grimm 1 and B. Grimm 2 shall return to the Mutual Fund compensation for damage at the rate set out in the Revenue Sharing Agreement from the power business within 30 (thirty) days from the date B. Grimm 1 and B. Grimm 2 receive the termination notice from the Mutual Fund. Such compensation shall accrue from the date B. Grimm 1 and B. Grimm 2 have received the EGAT Notice of Termination, or from the date EGAT fails to make any or all payments for the purchase to B. Grimm 1 and B. Grimm 2 as a result of EGAT exercise of the right to terminate the agreement under the conditions set out therein, whichever date comes later; or 2. B. Grimm 1 and B. Grimm 2 are not required to comply with the EGAT Notice of Termination. In such case, all rights and obligations of the parties under the Revenue Sharing Agreement from the power business remain effective. If such final award requires B. Grimm 1 and B. Grimm 2 to receive any compensation from EGAT it shall be deemed that B. Grimm 1 and B. Grimm 2 shall have the exclusive right to receive such compensation. Proposal to Terminate the Agreement by B. Grimm 1 or B. Grimm 2 Where it is reasonable or there are changes in the facts of business condition, B. Grimm 1 and B. Grimm 2 may send a proposal to terminate the Revenue Sharing Agreement from the power business to the Mutual Fund for consideration, taking into account the Mutual Fund's best interests and such changes in business condition. In such case, the Mutual Fund agrees to negotiate with B. Grimm 1 and B. Grimm 2 based on amicable negotiations and conclusions in good faith. In the course of the negotiations by the parties, the parties are required to continually perform their obligations under the Revenue Sharing Agreement from the power business in all respects. Where the Mutual Fund, with the resolution of the unitholders' meeting, approves the proposal made by B. Grimm 1 and B. Grimm 2, the Mutual Fund shall immediately give written notice to B. Grimm 1 and B. Grimm 2. B. Grimm 1 and B. Grimm 2 agree to return the remaining payment for the purchase in a sum agreed by the parties to the Mutual Fund within thirty (30) days from the receipt of the written approval from the Mutual Fund. The remaining purchase price shall be calculated from the date the companies receive the written approval from the Mutual Fund. Where the Mutual Fund, with the resolution of the unitholders' meeting, rejects the proposal made by B. Grimm 1 and B. Grimm 2, the Mutual Fund shall immediately give written notice to B. Grimm 1 and B. Grimm 2. It shall not be deemed that the Mutual Fund breaches any conditions of the agreement or causes damage to the companies, and it shall not be

50 50 deemed that the Mutual Fund exercises its right in bad faith. Following B. Grimm 1 and B. Grimm 2 sending such remaining payment for the purchase to the Mutual Fund, the Revenue Sharing Agreement shall be deemed terminated and the parties to the agreement shall have no right to recover damages against the other party. The Mutual Fund agrees to release all security of the companies as described in the Revenue Sharing Agreement from the power business, and effect the relevant registration within 30 (thirty) days from the effective date of the termination of the Revenue Sharing Agreement from the power business. No Additional Debt Clause B. Grimm 1 and/or B. Grimm 2 agree not to incur any additional debts without prior written consent from the Mutual Fund, save for debts incurred in an ordinary course of business of B. Grimm 1 and/or B. Grimm 2, or debts under credit facilities agreements entered into by financial institution creditors. 2.2 Undertaking Agreement between Amata B. Grimm Power and the Mutual Fund Proceeding from the investment in Mutual Fund under the Revenue Sharing Agreement from the power business of B. Grimm 1 and B. Grimm 2, Amata, B. Grimm Power agreed to enter into the Execution Agreement with the Mutual Fund. The subject matter of the agreement: Non-Compete Clause against B. Grimm 1 and B. Grimm 2 1. Throughout the period, the subject matter of the agreement: is effective, the parties to the agreement agree that Amata B. Grimm Power may ensure that any subsidiary of Amata B. Grimm Power sells power and/or steam to any persons who are not juristic persons whose names are listed as the parties to the power sale agreement and/or any new power sale and purchase agreement (according to the terms set out in the Revenue Sharing Agreement from the power business). Amata B. Grimm Power may cause its subsidiary to offer the sale of power and/or steam to the juristic persons whose names are listed as the parties to the power sale agreement and/or any new power sale and purchase agreement if such offer is in compliance with the conditions below: (a) an offer to sell power and/or steam does not have material adverse effect to B. Grimm 1 and B. Grimm 2 operating results, financial position, and/or ability to perform the Revenue Sharing Agreement from the power business or the Mutual Fund operating results; and (b) the person, to whom a subsidiary of Amata B. Grimm Power sells power and/or steam, does not carry out business in Amata Nakorn Industrial Estate, Chonburi. 2. If any subsidiary of Amata B. Grimm Power makes an offer to sell power and/or steam to the juristic persons whose names are included in the list of the parties to the power sale agreement and/or new power

51 51 sale and purchase agreement under clause (1) above: (a) Amata B. Grimm Power shall immediately give the written notice with respect to such transaction to the Mutual Fund, as well as providing relevant information which Amata B. Grimm Power views that such transaction is not in conflict with the conditions set out in clause (1) above; (b) the Mutual Fund may request Amata B. Grimm Power to provide additional accounts or information with respect to the offer for sale of power and/or steam to support the explanation described in clause 2 (a) if the Mutual Fund has queries on such explanation and Amata B. Grimm Power fails to make the Mutual Fund understand. The Mutual Fund and Amata B. Grimm Power may jointly appoint a professional to provide opinions on such matter to the Mutual Fund. The Mutual Fund may request Amata B. Grimm Power to bear relevant expenses incurred at a reasonable rate. (c) If the Mutual Fund considers that such offer for sale of power/steam gives material adverse effect to B. Grimm 1 and B. Grimm 2 operating results, financial position, and/or ability to perform the Revenue Sharing Agreement from the power business or the Mutual Fund operating results, the Mutual Fund and Amata B. Grimm Power agree to jointly do the following acts, in sequential order: (1) the Mutual Fund will discuss with Amata B. Grimm Power to cause the subsidiary of Amata B. Grimm Power to take remedial action; (2) the Mutual Fund will discuss with Amata B. Grimm Power to cause the subsidiary of Amata B. Grimm Power to discontinue the activity; (3) if the subsidiary of Amata B. Grimm Power fails to discontinue the activity and the Mutual Fund suffers loss and damage, the Mutual Fund is entitled to recover damages against Amata B. Grimm Power; provided that Amata B. Grimm Power's liabilities shall be limited to a sum not exceeding the value of all shares held by Amata B. Grimm Power in B. Grimm 1 and B. Grimm 2; (4) where the arbitral award under the dispute resolution process set out in the undertaking agreement requires that Amata B. Grimm Power pay damages to the Mutual Fund under clause (3) above as a result of the breach of a non-compete clause, herein but Amata B. Grimm Power (and/or such subsidiary) fails to cease the breach and/or Amata B. Grimm Power (and/or such subsidiary) further undertake the activity that, subject to the arbitral award, constitutes the breach of a

52 52 covenant not to compete with B. Grimm 1 and B. Grimm 2, to the extent that net damages of the Mutual Fund exceed the value of all shares held by Amata B. Grimm Power in B. Grimm 1 and B. Grimm 2, the parties agree that the Mutual Fund shall be entitled to recover the damages that exceed the value of all shares held by Amata B. Grimm Power in B. Grimm 1 and B. Grimm 2 (as applicable). In no case shall B. Grimm 1 and/or B. Grimm 2 have liabilities exceeding the remaining purchase price of the time set out in the Revenue Sharing Agreement from the power business. The parties agree and acknowledge that the sale of power and/or steam by any subsidiary of Amata B. Grimm Power to the juristic persons whose names are in the list of the parties to the power sale agreement in accordance with the terms set out in the Revenue Sharing Agreement from the power business prior to the effective date of the Revenue Sharing Agreement from the power business, as well as the renewal of the power/steam sale agreement entered into with the foregoing persons following the effective date of the Revenue Sharing Agreement from the power business, in the event that no material modifications are made to the subject matter of the agreement, does not cause any material adverse effect to B. Grimm 1 and B. Grimm 2 operating results, financial position, and/or ability to perform the Revenue Sharing Agreement from the power business, or the Mutual Fund operating results, Shareholding Clause: Shares of B. Grimm 1 and B. Grimm 2 During the period the Revenue Sharing Agreement from the power business is valid, Amata B. Grimm Power agrees with the Mutual Fund with respect to its shareholding in B. Grimm 1 and/or B. Grimm 2 as follows: (a) Amata B. Grimm Power shall not dispose of, distribute, transfer, pledge or otherwise cause the transfer of ownership to shares of B. Grimm 1 and/or B. Grimm 2 in the number owned by Amata B. Grimm Power on the date of execution of the undertaking agreement unless (1) with the written consent from the Mutual Fund, directors of Amata B. Grimm Power and/or B. Grimm 1 and/or B. Grimm 2, or any person designated by the Mutual Fund, or (2) such transfer is the transfer of shares of B. Grimm 1 and/or B. Grimm 2 to its subsidiaries, and the transferee agrees to be bound under this agreement by express its intention in writing to the Mutual Fund. (b) to the extent permissible to be registered with the Ministry of Commerce, Amata B. Grimm Power shall do any act as discussed and agreed between the Mutual Fund and Amata B. Grimm Power to ensure that the articles of association of B. Grimm 1 and/or B. Grimm 2 include provisions of the limitation of share transfer described in clause (a) above.

53 53 Unitholding Clause: Investment Units of the Mutual Fund Amata B. Grimm Power agrees and undertakes to the Mutual Fund that: (a) Throughout the period the Revenue Sharing Agreement from the power business is valid (the "Unitholding Period"), Amata B. Grimm Power agrees to maintain its holding of the investment unit of the Mutual Fund, issued and offered in this offering, to be under the possession of Amata B. Grimm Power or persons in the same group at the ratio not less than 27.5% of total investment units issued and offered, but not exceeding the ratio prescribed by the SEC; (b) Throughout the Unitholding Period described above, Amata B. Grimm Power and/or persons in the same group shall not sell or transfer investment units, or pledge or incur charge on such investment units resulting in an aggregate unitholding dropping less than the ratio set out above, unless with the prior written approval from the Mutual Fund. If and when reasonably required, Amata B. Grimm Power may request to change covenants with respect to (a) the holding of investment units of the Mutual Fund as described above, including the request to reduce the holding of such investment units and/or to reduce the unitholding, or (b) the covenants not to sell or transfer investment units or to pledge or incur charge thereon. Amata B. Grimm Power shall send its proposal to the Mutual Fund for approval. In such case, the Mutual Fund agrees to discuss with Amata B. Grimm Power based on amicable negotiations and conclusions in good faith. If the Mutual Fund approves the proposal made by Amata B. Grimm Power, the Mutual Fund shall immediately give the written notice to Amata B. Grimm Power. If the Mutual Fund rejects such proposal, the Mutual Fund shall immediately give the written notice to Amata B. Grimm Power. It shall not be deemed that the Mutual Fund breaches the agreement or causes Amata B. Grimm to suffer any loss or damage. It shall not be deemed that the Mutual Fund exercises its right in bad faith. Clause with respect to Performance by B. Grimm 1 and B. Grimm 2 and Notice to the Mutual Fund (a) Amata B. Grimm Power undertakes to the Mutual Fund that throughout the period that the Revenue Sharing Agreement from the power business is effective, Amata B. Grimm Power as a shareholder of B. Grimm 1 and/or B. Grimm 2 agrees to do any act and thing to ensure that B. Grimm 1 and/or B. Grimm 2 perform their duties under the power sale agreement as well as other agreements necessary for the power business of B. Grimm 1 and B. Grimm 2; (b) Amata B. Grimm Power undertakes to the Mutual Fund that throughout the period that Revenue Sharing Agreement from the power business is effective once any event of default or event which may lead to an event of default of the power sale agreement of B. Grimm 1 and B. Grimm 2 has come to Amata B. Grimm Power's attention, Amata B. Grimm Power shall immediately give the written

54 54 notice of such event of default to the Mutual Fund; and (c) Amata B. Grimm Power undertakes to the Mutual Fund that throughout the period that Revenue Sharing Agreement from the power business is effective once any legal proceedings which have adverse effect or which may affect the ability to perform the revenue sharing agreement has come to Amata B. Grimm Power's attention, Amata B. Grimm Power shall immediately give the written notice of such event to the Mutual Fund within 7 days. Clause with respect to Event with Material Adverse Effect Breach of Agreement and Termination Amata B. Grimm Power undertakes to the Mutual Fund that throughout the period that Revenue Sharing Agreement from the power business is effective if any event having material adverse effect occurs or threatens to occur with the power sale agreement once the event has come to Amata B. Grimm Power's attention, Amata B. Grimm Power shall immediately give the written notice thereof to the Mutual Fund. (a) If a party fails to perform its obligations under the undertaking agreement, or partially performs such obligations and such failure causes material adverse effect to the Mutual Fund or Amata B. Grimm Power (as applicable), and the defaulting party fails to take remedial actions within 90 (ninety) days from receipt of the written notice of the breach, together with full details with respect to the breach from the non-defaulting party is entitled to terminate this undertaking agreement. This shall not preclude the right of the nondefaulting party to recover damages incurred from the breach by the defaulting party. Notwithstanding the provisions of the undertaking agreement, if Amata B. Grimm Power breaches the agreement and there is an enforcement of judgment debt to indemnify the Mutual Fund, the Mutual Fund acknowledges that Amata B. Grimm Power's liability under the undertaking agreement shall not exceed the value of all shares held by Amata B. Grimm Power in B. Grimm 1 and B. Grimm 2 (as of the date of the agreement, the value of total shares held by Amata B. Grimm Group in B. Grimm 1 is equivalent to Baht 1,039,499,960 and in B. Grimm 2 Baht 741,999,300). It is agreed that the enforcement of judgment debt shall be made only against the shares held by Amata B. Grimm Power in B. Grimm 1 and B. Grimm 2. (b) Where the revenue sharing agreement is terminated under the conditions set out therein, the parties to the agreement agree that the undertaking agreement shall automatically be terminated.

55 Summary of the Creditors Agreements, Credit Facilities Agreements and Cash Flow Management Agreements in connection with the Mutual Fund Heading The Parties Summary The Mutual Fund shall become a party to the creditors agreements, credit facilities agreements and cash flow management agreements in connection with debts owed by B. Grimm 1 and B. Grimm 2, with the parties below: (1) Kasikornbank Plc. and Land and Houses Bank Plc., in the capacity of lead lenders of Baht credit facilities; Mizuho Corporate Bank Bangkok Branch, and KfW Bank, in the capacity of lead lenders of USD credit facilities; Kasikornbank Plc. and Mizuho Corporate Bank Bangkok Branch and KfW Bank, in the capacity of lead managers; Kasikornbank Plc., in the capacity of a facility agent; and Kasikornbank Plc., in the capacity of a security agent (the "Security Agent") (collectively referred to as "Primary Creditors") under the Baht credit facilities agreement, dated 31 May 2013 and USD credit facilities agreement (collectively referred to as the "Credit Facilities Agreements"); (2) the Mutual Fund ("Secondary Creditor") Primary Creditors and Secondary Creditor shall be collectively referred to as the "Creditors"; (3) Kasikornbank Plc. in the capacity of creditor representative; (4) B. Grimm 1 and B. Grimm 2 (the "Debtors") The Mutual Fund is not a party to the credit facilities agreements and the cash flow management agreements which are agreements entered into between the Primary Creditors and B. Grimm 1, and B. Grimm 2. However, B. Grimm 1 and B. Grimm 2 are liable to perform obligations under the foregoing agreements (such as, the obligation to open a bank account and control cash flow). The performance of such obligations may be in relation to or affect the right of the Mutual Fund to receive the revenue sharing under the Revenue Sharing Agreement from the power business. Duties and obligations of B. Grimm 1 and B. Grimm 2 which are significant and in connection with the Mutual Fund are summarized in this clause. Date of Execution With respect to the credit facilities agreements and the cash flow management agreements, 31 May 2013; with respect to the creditors agreements, the date of establishment of the Mutual Fund.

56 56 Duties to Open Bank Accounts B. Grimm 1 and B. Grimm 2 shall severally opens the following bank accounts with the relevant banks: (1) income account; (2) operating expenses account; (3) debt service reserve account (DSRA); (4) major maintenance reserve account (MMRA); (5) surplus account; (6) Debtor' account (consisting of minor accounts, such as, Debtor's account for cash receivable; Debtor's account for revenue sharing, Debtor's account for Debtor's balance, and reserve account for the Mutual Fund fee. The foregoing accounts shall be operated by the relevant banks. The security agent shall open a security agent account, cash from insurance account, and compensation account for compliance with the mechanism set out in the agreements. Terms with respect to the accounts, deposits and withdrawals shall be in accordance with the agreements between the Creditors and the Mutual Fund, and/or any arrangements between B. Grimm 1, B. Grimm 2, the Mutual Fund and/or lenders of B. Grimm 1 and B. Grimm 2 (if any) Performance of Obligations to the Secondary Creditor (the "Mutual Fund") The Debtors may not: 1. pay, prepay or discharge the debts owed to the Secondary Creditor unless such performance is approved under the conditions of this agreement ("Approved Performance of Obligations") 2. give any security to the Secondary Creditor unless the same security is given but at more favorable rank than that given to the Primary Creditors. Approved Performance of Obligations Cash Flow Control The approved performance of obligations (made to the Secondary Creditor) shall only be settled by the balance in the account receivable only. Unless otherwise specified herein, balances in the income account shall be paid, in order of priority as follows, to the relevant accounts on the date of cash allocation in the month: (a) the Debtors' operating expenses in connection with the approved operating budget of the Debtors shall be paid to the operating costs account; (b) all expenses in connection with credit facilities agreements, including fees and charges paid to the Facility Agent, the Security Agent, and the fees under said agreements shall be paid t the

57 57 operating costs account; (c) interest payment and payments under the interest rate swap agreement, and general swap agreement under the credit facilities agreements shall be paid to the operating costs account; (d) payment for deducting against the principals and debts under the credit facilities agreement shall be paid to the operating costs account; (e) any transfer to DSRA shall be transferred in the amounts due within the next 6 months under the credit facilities agreements, and for the purpose required; (f) payment of the debts due under the agreement on prevention of risk in relation to the reduction of notional amount thereunder due to compulsory or voluntary performance of major obligations, and payments for termination of a swap agreement due to a default of payment or termination that is not in connection with B. Grimm 1 and B. Grimm 2 and B. Grimm 1 and B. Grimm 2 are not the defaulting parties or the affected parties, shall be paid to the operating costs account; (g) payment transfer to MMRA to the extent that, with respect to B. Grimm 1, the reserve amount is equivalent to Baht million in and with respect to B. Grimm 2, Baht million in , Baht million in , and Baht million in for major maintenance as set out in the credit facilities agreements; (h) following the transactions under (a) to (g) above, the remaining balance shall be deposited to the surplus account. If the restricted payment conditions have been satisfied (that is, the Debtors' debt service coverage ratio is at least 1.2:1 and there is no event that the Debtors become defaulting parties or threaten to become defaulting parties or obtaining the written consent from the Creditors), the balance in the surplus account shall be deposited to the Debtors' accounts. (i) revenue sharing under the foregoing formula shall be based on cash in the Debtor's account added by cash balance at the beginning of the year, and less minimum cash balance (the minimum cash balance is fixed at Baht 50 million/company). B. Grimm 1 and B. Grimm 2 agree to transfer such revenue sharing to the Mutual Fund, based on 6-month operating results. Cash received from insurances shall be directly paid to the cash from insurance account, compensation shall be directly paid to the compensation account. The Primary Creditors shall have preferential right to receive insurance compensation and other compensation over the Secondary Creditor.

58 58 Restricted Payment Conditions The Debtors shall not: (a) pay or prepay any debts to any creditor (b) pay dividends or make other payment to their shareholders or subsidiaries (c) make any payment to the Mutual Fund unless the Debtors have fully performed the payment conditions set out in the credit facilities agreements (that is, the Debtors' debt service coverage ratio is at least 1.2:1 and there is no event that the Debtors become defaulting parties or threaten to become defaulting parties or obtaining the written consent from the Creditors). Event that the Debtors Becomes Defaulting Parties Proceeds from insurance Events that the Debtors become defaulting parties under the credit facilities agreements include default of payment, breach of representations and warranties, breach of any agreement in connection with the projects of B. Grimm 1 and B. Grimm 2, bankruptcy, insolvency, not receiving approval in crucial matters from the relevant authority, other breach of agreement, acts that lead to revocation or assignment of right to the projects which may cause material adverse effects, breach of duty in connection with security, total loss or substantial loss of the property, cessation or dissolution of the business, non compliance with environmental rules or regulations, breach of power sale and purchase agreements made with EGAT, and other events which may cause material adverse effects to the Debtors. Proceeds from insurance relating to total loss or substantial loss, such proceeds would be sent to the Primary Creditors. A balance after full deductions by the Primary Creditors would be sent to the Secondary Creditor. If such proceeds are other proceeds from insurance not in connection with total loss or substantial loss, such proceeds would be sent to the Debtors for repair of damage to the Debtors' property. Compensation Compensation, compensation for expropriation, fines, security, guarantee, loss, or the likes received by the Debtors. If such proceeds are in connection with any event having material adverse effect, such proceeds would be sent to the Primary Creditors. A balance after full deductions by the Primary Creditors would be sent to the Secondary Creditor. If the proceeds are in connection with events other than events having material adverse effect, such proceeds would be sent to the Debtors for business rehabilitation at the Debtors' discretion. Joint Security Mortgages of plants, the land where the plants are located, relevant machinery owned by B. Grimm 1 and B. Grimm 2 (the "Mortgaged Property"), having the details as follows: (1) primary mortgage over the Mortgaged Property to the Primary Creditors, with the mortgage value equivalent to the credit facilities received by B. Grimm 1 and B. Grimm 2 under the

59 59 credit facilities agreements; (2) secondary mortgage over the Mortgaged Property to the Secondary Creditor, with the value equivalent to the purchase price received by B. Grimm 1 and B. Grimm 2 under the Revenue Sharing Agreement. The Security Agent shall keep land title deeds and documents of title of the Mortgaged Property for and on behalf of each creditor so long as full payment is not made to the Primary Creditors. Upon full payments to the Primary Creditors, the Primary Creditors shall release the primary mortgage and effect the registration of the discharge of the primary mortgage. The Security Agent shall deliver the land title deeds and documents of title of the Mortgaged Property to the Secondary Creditor. Each Primary Creditor and Secondary Creditor shall be named co-insured (with the Debtors) and beneficiaries in connection with the insurance of the Mortgaged Property. The proceeds from insurance in connection with the Mortgaged Property shall be settled against the debts under the credit facilities agreements and the revenue sharing agreement respectively, and subject to the terms set out in the agreements between the Creditors and the Mutual Fund and/or other arrangements between B. Grimm 1, B. Grimm 2, the Mutual Fund and/or creditors of B. Grimm 1 and B. Grimm 2 (if any). The balance after the debt payment shall be returned to the relevant Debtor. Enforcement/Attachment of Security (1) The Secondary Creditor shall not enforce any mortgage or security without consent from the Primary Creditors (with the exception that the Primary Creditors have exercised the right to enforce the mortgage or it is an enforcement of right to cash in the Debtors' account under the terms of the relevant agreement; (2) In the event that the Secondary Creditor has received payment from the enforcement of security before the Primary Creditors would receive such debt payment, the Secondary Creditor shall give such payment to the Primary Creditor; (3) In the event that the Primary Creditors have enforced any mortgage or security and settled the proceeds against the debts in full, a remaining balance shall be sent to the Secondary Creditor. Debt Payment - Enforcement of Mortgage Debt payment in the event of enforcement of mortgage over the Mortgaged Property shall be made in the sequential order as follows: (1) firstly, to make full payment to the Primary Creditors under the credit facilities agreements; (2) secondly, to make full payment to the Secondary Creditor under the Revenue Sharing Agreement; (3) thirdly, to make payments payable by the Debtors to the

60 60 Creditors; and (4) lastly, to return to the Debtors or as instructed by a court order. Subordinated Debt in the Event of Insolvency If the Debtors become insolvent, or subject to liquidation, business reorganization, disposal of assets or rehabilitation, claims of the Secondary Creditor shall be subordinated to the Primary Creditors' claims. Future investment As for future investment, the Management Company may consider the additional investment by purchasing agreements in related to the transfer of the interests of the power plants business operations proceeded by other operators or infrastructure business assets on behalf of the Fund, and to seek the interests from infrastructure business assets which additionally invested, and to undertake following investment guideline and management of fund in scope and direction that are consistent with the objectives of the project and investment policy in the initial investment. The Management Company shall take into consideration the proceeds of the Fund as a matter of priority and investment by the Fund shall be consistent with the scope specified by the project. However, in case the Securities and Exchange Commission, Office of the Securities and Exchange Commission or any authorized agencies under the law gives order or issues announcement to require, revise, change, amend, direct or relax or approve the expansion of scope of asset types that the Fund is allowed to invest in; for example, to allow the Fund to invest in assets located outside Thailand or expand the scope in which the Fund is allowed to seek interest from the Mutual Fund's assets. In that case, the Fund shall undertake to follow the instruction or announcement to specify, revise, change, amend, direct or relax or approve the expansion of scope to enable the Fund to expand investment and seek wider range of interests. Prevention of conflicts of interest 1. The Management of Amata B. Grimm Power Co., Ltd. to prevent conflicts of interest between B. Grimm 1, B. Grimm 2 and subsidiaries As Amata B. Grimm Power Co., Ltd. is a shareholder of several power producers located in the Amata Nakorn Industrial Estate, it thus has a clear management guideline for fair income and expense sharing. 1) Reciprocal power sale Amata B. Grimm Power Co., Ltd. has a management structure that includes reciprocal power sale to improve efficiency of power plants. When power plants reciprocate in power production, the power prices are calculated according to formulas as specified in the agreement on reciprocal power sale, which require fair profit-sharing. Such formulas was approved by MOT MacDonald (Thailand) Co., Ltd., which is the technical adviser to the Fund. 2) Shared use of utilities Subsidiaries of Amata B. Grimm Power Co., Ltd. share the use of utilities, for instance, machinery and equipment, including the transmission lines. B. Grimm 1 and B. Grimm 2 have an arrangement for reciprocal payment for the use of utilities. In this respect, B. Grimm 2 agrees to make reciprocal payment for the use of utilities to B. Grimm 1 in the amount of Baht 1,111,000

61 61 per month, and B. Grimm 1 agrees to make reciprocal payment for the use of utilities to B. Grimm 2 in the amount of Baht 383,000 per month. In addition, B. Grimm 3 shall make reciprocal payment for the use of utilities to B. Grimm 1 and B. Grimm 2 in the amount of Baht 293,000 per month and Baht 215,000 per month, respectively. 3) Transfer of manpower from Amata B. Grimm Service Amata B. Grimm Service shall transfer personnel responsible for the management and maintenance of power plants along with facilities to B. Grimm 1 and B. Grimm 2 by clearly arrange them to be under command of B. Grimm 1 and B. Grimm 2. 4) Competition in sale of power to industrial users by B. Grimm 1 and B. Grimm 2 and subsidiaries located in Amata Nakorn Industrial Estate Due to the fact that B.Grimm Power has several small power plants apart from the power plans of B. Grimm 1 and B. Grimm 2, this may create the risk to B.Grimm 1 and B. Grimm 2 have from competition with other power plants of their subsidiaries. However, Amata B. Grimm Power Co., Ltd. and the Mutual Fund shall agree to enter into Executed Agreement on non-competition with B. Grimm 1 and B. Grimm 2 on condition that such action shall not significantly cause negative impact on the company's performance, financial standing and/or ability to follow the transfer of the interests agreement of B. Grimm 1 and/or B. Grimm 2. Furthermore, the demand for power in the Amata Nakorn Industrial Estate exceeds the combined capacity of all power plants in the industrial estate and power prices do not differ in a significant way nor the use of price competition as a tactic to attract industrial users. 2. Business transactions between the Mutual Fund and related persons, the Management Company shall proceed as followed: 1) In business transactions related to assets belonging to infrastructure business, the Management Company shall undertake to follow the announcement that provides for guideline on actions that may cause conflicts of interest in fund management and additional guidelines as followed: (a) business transactions based on fair pricing; (b) business transactions in which interested parties do not participate in decision making on whether to enter into those transactions; (c) calculation of expenses incurred by entering into the business transactions of Mutual Fund to be fair and appropriate rates. 2) In the following circumstances, the Management Company shall arrange to seek prior approval from the unitholders: (a) to enter into business transactions with related persons on further acquisition or disposal of assets belonging to infrastructure businesses in which the value of assets is not less than Baht 20,000,000 or not less than 3% of the net asset value of the Mutual Fund, whichever value is higher, except in case where the Management Company is required to comply with the agreement or contract with the public sector as specifically required in the Mutual Fund management project; (b) to act, revise or cancel contract related to pursuing of interest from assets belonging to infrastructure businesses, in which value of contract is not less than specified in (a); and

62 62 (c) to agree, acquiesce or exercise voting right to enable company/companies of which the Management Company is a unitholder to enter into business transactions in (a) or (b) with related persons. Environmental impacts Office of the Natural Resources and Environment Policy and Planning Commission approved the Environmental Impact Assessment of B. Grimm 1 and B. Grimm 2 for the environmental management of the power plants in 1996 and 2010, respectively. In addition, B. Grimm 1 and B. Grimm 2 have each appointed committees to continuously control, monitor and mitigate environmental impacts on air quality, atmospheric noise level and waste water discharge to meet relevant standards. In this respect, B. Grimm 1 and B. Grimm 2 have installed online systems to control the environmental management, monitor problem-solving as well as environmental protection and safety along with the preparation of reports on mitigation and monitoring of the environment, which found no discrepancies or shortcomings and which have also been awarded ISO and TSI certification consistently up to the present. Risk factors Investment in units of the offered Mutual carries risks, investors are advised to consider details of this project carefully, especially risk factors as followed before making the decision to invest in this Mutual Fund. The following information indicates certain significant risk factors that can potentially affect the Mutual Fund or the value of Mutual Fund's units. In addition to the risk factors as indicated in the details of this project, there may also be other risk factors which cannot be foreseen by the Mutual Fund at this time or risk factors deemed by the Mutual Fund at this time as insignificant, which may become significant risk factors in the future. Risk factors detailed in this project documents and future risk factors can have significant impact on the business, business performance and financial position of the Mutual Fund. Description of risk management guideline, risk management measures and/or ability of the Mutual Fund in reducing any of the risks does not serve as guarantee by the Mutual Fund that the Mutual Fund will undertake to implement in all or in part of the risk management measures and does not give assurance that risks specified in the details of the project shall be mitigated or shall not happen. That is because the success and/or ability to reduce risks also depend on other factors that may be beyond the control of the Mutual Fund. This forward-looking statements as detailed in this project document, such as believed to, expected to, plans to, approximately, etc. or financial estimate, future plan, business performance forecast, business expansion plan, change in law governing the conduct of business of the Mutual Fund, government policy and others are forecast of future events which inform the Mutual Fund's present opinion and are by no means a guarantee of the Mutual Fund performance or the realization of those events. In addition, the Mutual Fund performance that is realized may differ significantly from estimates or forecasts. Information in reference to or related to the government or the overall economic outlook of the country is cited from published or excerpted from government publications or other sources that the Mutual Fund has not verified or certified as correctness or accuracy in whatever manner. Since the return on investment in the Infrastructure Fund's units is long-term in nature, investors should not expect short-term return. In addition, the offered price of investment units in the future may rise or fall, consequently investors may not receive the principal of the investment. Therefore, would-be investors are advised to consult professionals and seek advice before making the decision to invest in the

63 63 Infrastructure Fund. Direct risks to the Fund or unitholders 1. General risks General economic and business situations, which cover inflation, interest rates, currency exchange rates, power prices, natural gas prices, the monetary and financial policies of the government, the Bank of Thailand and relevant government agencies as well as political situation can affect the performance, financial position and investment of the Mutual Fund, and economic slowdown in general and reduction in consumer demand can have significant negative impact on the performance and financial position of the Mutual Fund or those of B. Grimm 1 and B. Grimm 2, which, in turn, affect the return of the Mutual Fund. 2. Political risk may have an impact the conduct of business, financial position, performance and growth of the Mutual Fund Political change, ideological conflict, political uncertainty may have impact on the economic situation in Thailand along with the Stock Exchange of Thailand; for example, the closure of Suvarnabhumi airport, occupation of Rajprasong business district by protesters. Such political factors may have serious impact on the financial position of the Mutual Fund. There can be no guarantee that political situation in Thailand at present or in the future or any change in political policy of the government shall not have serious impact on the conduct of business, financial position, performance and growth of the Mutual Fund. 3. Risks derived from investment by the Mutual Fund Mutual Fund Managers have studied information on obtaining benefits from future revenue under the agreement on the transfer of the interests of the power business by having conducted due diligence on all related documents and thoroughly considered valuator's report and reports from independent technical experts on the Mutual Fund. However, such actions are by no means guarantee that assets being used in the power production business are without defects or shortcomings that may incur upgrade or maintenance costs. Valuator's report and reports from independent technical experts on the Mutual Fund that the Mutual Fund Managers use as basis for evaluation and examination of assets used in the power production plants may contain shortcomings, errors because certain defects in the assets used in the power production plants are difficult or impossible to detect because of limitations of examination as well as techniques employed in the examination or other factors which limit the examination of valuators and independent technical experts of the Mutual Fund. 4. Risks from change in accounting standards or applicable laws Performance of the Mutual Fund may be impacted by the enforcement of the new accounting standards law or upgrade in accounting standards, which is a factor beyond the control or unforeseen by the Mutual Fund. As for the revision of law, announcement, requirement, regulation, provision, legislation, policy guideline and/or orders given by government agencies or organizations authorized by law along with environmental laws applicable to the conduct of business of the Mutual Fund, tax regimes, tax burden and fees for investment in assets of infrastructure business and other taxation conditions related to proceeds that the Mutual Fund obtains from investment in assets of infrastructure business. These are considered unforeseen events as well. Therefore the Mutual Fund is in no position to make assessment on impacts these changes can cause and to guarantee that such changes will not affect the performance of the Mutual Fund or its ability to pay dividends. Furthermore, net incomes that the Mutual Fund shall receive from B. Grimm 1 and B. Grimm 2 under Revenue Sharing Agreement, and

64 64 the Mutual Fund's ability to pay dividends may be affected by guidelines and taxation conditions on specific business tax imposed on the Mutual Fund in entering into the agreement on the transfer of proceeds or for the difference of the relevant period between the proceeds that B. Grimm 1 and B. Grimm 2 transfer to the Mutual Fund and the consideration for entering into the agreement to transfer proceeds that the Mutual Fund paid to B. Grimm 1 and B. Grimm 2 (the "Difference") and/or income taxes applicable to transactions (which include income taxes of B. Grimm 1 and B. Grimm 2 incurred in entering into agreement on transfer of proceeds or the recognition of the Difference in the calculation of taxable incomes of B. Grimm 1 and B, Grimm 2). These tax guideline and taxation conditions are considered events that Mutual Fund cannot predict. In this respect, the valuation of assets of infrastructure business by the Mutual Fund was conducted by asset valuation company on the basis of tax guideline that exists at the present time (which does not include other tax burdens related to transactions under Revenue Sharing Agreement) coupled with agreements by B. Grimm 1 and B. Grimm 2 to compensate for tax burden of specific business taxes to the Mutual Fund in the amounts that the Mutual Fund is required to pay in case the specific business taxes are incurred on the differentials under contract that the Mutual Fund is to receive. However, while the Revenue Department is in the process of coming up with an opinion on tax burdens related to transactions that B. Grimm 1 and B. Grimm 2 entered into with the Mutual Fund, in order to mitigate possible impact from tax guideline and taxation conditions related to differentials under the contract, B. Grimm 1 and B. Grimm 2 agreed to deposit a reserve Mutual Fund for compensation for tax burden that the Mutual Fund may incur in the amount of 300,000,000 Baht by compensating the tax burdens in the form of fees to the Mutual Fund from the reserve amount that B. Grimm 1 and B. Grimm 2 agreed to deposit and maintain in the reserve account (details in accordance with the requirement in the agreement on transfer of proceeds which are summed up in on the reserve account to pay fees of the Mutual Fund) when: (a) in case the opinion given by the Revenue Department on these business transactions to the effect that related tax burdens are specific business taxes and no other income tax burdens related to the entering into the contract (except income taxes that may incur from the proceeds that B. Grimm 1 and B. Grimm 2 received from entering into Revenue Sharing Agreement from power business, which is considered income from sale of assets of B. Grimm 1 and B. Grimm 2 (if applicable)). In addition, the differences under contract (other incomes), the reserve fund that shall be reduced and maintained at 100,000,000 Baht which B. Grimm 1 and B. Grimm 2 shall compensate for specific tax burden to the Management Company to make up for shortfall if such amount proves insufficient; or (b) in case in its opinion, the Revenue Department deems that there are other taxable incomes, B. Grimm 1 and B. Grimm 2 agree to compensate for such tax burden to the Mutual Fund from the aforementioned reserve in the total amount of no more than 300,000,000 Baht. In this respect, B. Grimm 1 and B. Grimm 2 have no obligation to additional compensate the Mutual Fund beyond that reserved amount. The aforementioned reserve shall be maintained until the Revenue Department gives its opinion or issues clear guideline on the transactions under the agreement on transfer of proceeds to ascertain that no other tax burdens exist related to the difference under the agreement, which include specific taxes of the Mutual Fund or other taxes that may relate to the flow of proceeds (interest) from power businesses that the Mutual Fund shall receive under the agreement. 5. Risks related to investment unit (a) price of investment units may change after the initial public offering (b) lack of liquidity in trading of investment units in the Stock Exchange of Thailand (c) the use of net asset value (NAV) of the Mutual Fund in determining the trade in investment units or (d) net asset per investment unit may fall if prices of additional investment units issued and

65 65 offered are lower than net asset value of investment units in the period before the issuing and offering of additional units Following the listing of investment units of the Mutual Fund on the Stock Exchange of Thailand, investment unitholders may encounter some of the following events: (a) Price of investment units may fall after the listing of investment units of the Mutual Fund with the Stock Exchange of Thailand and may not be consistent with the net asset value of the investment unit. The trading prices of investment units depends on several factors, such as performance of the Mutual Fund, fluctuation in trading at the Stock Exchange of Thailand, trade volumes of investment units, impacts from several external factors beyond the control of the Mutual Fund, such as movements or changes in foreign stock exchanges, domestic and foreign interest rates, foreign currency exchange rates, direct or indirect policies or measures that affect inbound and outbound foreign currency movements, domestic and international economic situations, general risk factors associated with the conduct of businesses, political factors, fluctuation in private consumption, rules and regulations, taxation and any other policies of the government along with impacts from change in macroeconomic situations, such as introduction of town and city planning, impacts from natural disasters, epidemics, political disturbances, etc. Therefore, investors may not be able to sell investment units at the offered prices or at the price of the net asset value of the investment units, including that the change in the aforementioned external factors may significantly affect the prices of the investment units of the Mutual Fund. (b) Investment units of the Mutual Fund may lack liquidity in trading at the secondary market, depending on frequency and trade volumes of the investment units at the Stock Exchange of Thailand and bid-offer. Demand and supply in bid-offer depends on several factors beyond the control of the Mutual Fund, such as demand of the market. (c) Calculation of net asset value (NAV) of the Mutual Fund that the Management Company publicizes is based on the latest valuation report in determining the assets of the infrastructure businesses. Such value may not reflect the real market value of the assets of the infrastructure businesses. (d) Following the initial public offering, the Mutual Fund may undertake to issue and offer new investment units in subsequent offerings. Such new investment units may be offered at prices lower than the net asset value of the Mutual Fund at any given time, which may cause the net asset value of the Mutual Fund to fall after the issuing and offering of such new investment units. 6. Risks of the infrastructure Mutual Fund in comparison to other types of Mutual Funds The fact that the Infrastructure Fund is required to invest in assets of infrastructure businesses at no less than 75% of the asset value of the Mutual Fund results in investment that is concentrated in assets of infrastructure businesses while other types of Mutual Funds have the policy to distribute investment fund among different types of financial instruments. 7. Risks related to ability to pay dividends by the Mutual Fund Payment of dividends by the Mutual Fund shall be determined by performance of the Mutual Fund and conditions under the Creditors Agreement, including that B. Grimm 1 and B. Grimm 2 must have their

66 66 debt service coverage ratio more than or equal to 1.2:1. This depends on several factors, such as domestic and international economic situations, performance of the asset owners who run power businesses, administrative and management cost of running power businesses, other costs which may be higher than estimates as the result of factors, such as rise in tax rates and fees, maintenance costs, repair expenses, insurance premiums, inflation rates and various tax burdens (including corporate income taxes) that may be incurred on the incomes of B. Grimm 1 and B. Grimm 2, etc.). More intense competition among power businesses, change in laws and regulations governing electrical power plant businesses, natural disasters, political situations, are risks that investors may not receive dividends as estimated. Ability of the Mutual Fund to pay dividends depends on fluctuation in the cash flow that the Mutual Fund will receive from interest transferred from the power businesses. Although B. Grimm 1 and B. Grimm 2 can transfer part of the risk from fluctuation in natural gas prices, which is a key production cost in power businesses to the Electricity Generating Authority of Thailand and industrial users through automatic tariff adjustment formula, in which tariff is adjusted relative to natural gas prices to reduce impacts on fluctuation of interest from the power plants businesses of B. Grimm 1 and B. Grimm 2 and the ability of the Mutual Fund to pay dividends, B. Grimm 1 and B. Grimm 2 offers no guarantee on cash flow that the Mutual Fund shall receive through transfer of proceeds from the power businesses and the Mutual Fund also offers no guarantee on dividend payments. 8. Risks from dependence on the management of power businesses by B. Grimm 1 and B. Grimm 2 The Mutual Fund carries risks from dependence on the management, maintenance costs of the electrical power plants and expertise of B. Grimm 1 and B. Grimm 2 to meet general production efficiency standards. If the electrical power plants are unable to maintain production efficiency standards, such as level of transmission preparedness is lower than specified, the power plants will be subject to fines payable to the EGAT, or in worst case could have their contracts be terminated. Since B. Grimm 1 and B. Grimm 2 entered into the power businesses more than 10 years ago until the present, B. Grimm 1 and B. Grimm 2 have consistently met the general production efficiency standards of thermal power co-production as specified by the power sale and purchase agreement made with the EGAT. In addition, the Management Company has put in place measures to mitigate such risks under which Amata B. Grimm Power Co., Ltd. entered into an agreement with the Mutual Fund to conduct business in accordance with the engineering professional standards, national industrial standards, which are widely recognized as Prudent Utility Practice, along with a clause in the agreement on non-competition with B. Grimm 1 and B. Grimm 2. Moreover, by holding a stake in the Mutual Fund, Amata B. Grimm Power Co., Ltd. helps control the management efficiency of B. Grimm 1 and B. Grimm 2 to keep it at a satisfactory level and to be able to make profits for B. Grimm 1 and B. Grimm 2. In this respect, Amata B. Grimm Power Co., Ltd. and/or the same parties that belong to Amata B. Grimm Power Co., Ltd. are also major investment unitholders in the Mutual Fund, at no more than one-third of all subscribed investment units of the Mutual Fund. 9. Risks from financial institutions creditors being primary creditors The Mutual Fund carries risks due to the matter that B. Grimm 1 and B. Grimm 2 have financial institutions as creditors, and in credit facilities agreements with such financial institution creditors, B. Grimm 1 and B. Grimm 2 agree to offer collaterals to secure their performance of obligations under the credit facilities agreement, namely mortgaging of land and structures thereon and assets that are key machinery used in their power businesses, transfer of right under insurance policies and endorsements, conditional transfer of right in project documents, conditional assignment of accounts

67 67 receivable, pledge of accounts of B. Grimm 1 and B. Grimm 2, whereby those financial institution creditors take priority over other creditors of B. Grimm 1 and B. Grimm 2. The Mutual Fund is exposed to risk in the event of default on the part of B. Grimm 1 and B. Grimm 2 under the loan agreement, which may result in financial institution creditors exercising their rights to seize collaterals, and may result in B. Grimm 1 and B. Grimm 2 not being able to operate and transfer proceeds from the power businesses under the agreement made with the Mutual Fund, or in the event of the amount of money received by the Mutual Fund after loan repayment to financial institution creditors is lower than the investment that the Mutual Fund made in entering into agreement on the transfer of proceeds, consequently, the Mutual Fund losing in part or in total the investment made in the agreement on transfer of proceeds. In entering into Revenue Sharing Agreement from power businesses between B. Grimm 1 and B. Grimm 2 and the Mutual Fund, the parties agree to enter agreement on mortgaging of land together with structures and assets, main machinery used in the power businesses as collaterals for compliance with Revenue Sharing Agreement from power businesses. However, the Mutual Fund does not have ownership of those assets throughout the period under the terms of Revenue Sharing Agreement, except in the event of enforcement of security resulting from failure to uphold the agreement on transfer of proceeds from the businesses that will give the Mutual Fund the right to seize collaterals. In this respect, the Mutual Fund has a right to seize collaterals is second in priority after financial institution creditors who are secured creditors but the Mutual Fund has priority over other creditors of B. Grimm 1 and B. Grimm Risks from distribution of cash flow The Mutual Fund is exposed to risks from the fact that creditors of B. Grimm 1 and B. Grimm are financial institutions. Under loan agreements, financial institution creditors determine the priority of distribution of cash flows of B. Grimm 1 and B. Grimm 2. B. Grimm 1 and B. Grimm 2 are required to pay administrative fees, loan repayment, interest payment and other fees related to such loans. Moreover, B. Grimm 1 and B. Grimm 2 are required to set up reserve funds for repayment of loans and interest payment for the next due dates along with reserve funds for planned major maintenance as a matter of priority before transferring of proceeds from power businesses to the Mutual Fund. If the performance of the power businesses do not meet the hypothetical valuation, the proceeds that the Mutual Fund receives may be lower than estimates. B. Grimm 1 and B. Grimm 2 shall have the prior written consent from their financial institution creditors every time or shall maintain a ratio of cash balance/the principals and interest payable in the next 6 months greater than 1.2:1. Only in such case that B. Grimm 1 and B. Grimm 2 may transfer proceeds from their power businesses to the Mutual Fund. If financial institution creditors take long time in deciding whether to give consent to transfer of proceeds from power businesses to the Mutual Fund, or if cash at hand of B. Grimm 1 and B. Grimm 2 is insufficient for loan repayment and interest payment in the next 6 months, the Mutual Fund s access to distributed cash flow may be delayed. Moreover, the period required for the transfer of proceeds from power businesses to the Mutual Fund is based on 6-month performance. In considering pay-in, pay-out cycles of the electrical power plants, B. Grimm 1 and B. Grimm 2 have to pay for natural gas to the PTT before they receive payment for power from the EGAT and industrial users, there is a need for cash flow for the mismatched pay-in, pay-out cycles. An example required cash flow of pay-in cycles from sale of power to EGAT and industrial users, pay-out cycles for payment for natural gas to the PTT in the period of 1 to 31 January as followed:

68 68 Due date Payment period Date of payment PTT (pay-out) 10 February 30 days from last date of natural gas consumption Industrial users (payin) 2-5 February 15 days from date of invoice EGAT (pay-in) 2-5 February 30 days from date of invoice EGAT FT (pay-in) February 30 days from the date of invoice 28 February February 2-5 March March Moreover, B. Grimm 1 and B. Grimm 2 have a need to reserve internal cash flow for maintenance even though B. Grimm 1 and B. Grimm 2 already have clear maintenance schedules. However, in case of need arises for maintenance outside the scheduled maintenances either due to failure of certain parts of machinery before scheduled replacement. The amounts required for such contingencies cannot be estimated for the setting of reserve. However, the Mutual Fund has been assigned second priority in the distribution of cash flow after financial institution creditors and has access to the distributed cash flow before B. Grimm 1 and B. Grimm 2 pays dividends to shareholders, or pay for items deemed non-essential to their operations. In the period between transfers of interest from power business, which takes place once every 6 months, clear arrangements under the credit facilities agreement are made to manage pay-in, pay-out cycles. Moreover, B. Grimm 1 and B. Grimm 2 have been able to generate stable cash flows consistently for more than 10 years since entering into power businesses, and to regularly pay dividends to shareholders. B. Grimm 1 and B. Grimm 2 have entered into long-term agreement with EGAT and industrial users to ensure stable income. This, coupled with regular maintenance of electrical power plants, and the contracting of General Electric to manage the procurement of parts by setting maximum price increase for each year to mitigate fluctuation in the maintenance costs for electrical power plants. 11. Some unitholders who are individuals may not be eligible to tax privileges if the Mutual Fund fails to follow rules and regulations of the General Director of the Revenue Department A Royal Decree issued under the Revenue Code, dated 9 October 2012 exempts personal income tax for holders of investment units in an infrastructure Mutual Fund (this does not cover an ordinary partnership or an unincorporated body that are not legal entity) on dividends from Infrastructure Fund for a period of 10 consecutive taxation years from the year the Mutual Fund was established as per guideline, method and conditions specified by the Director General of the Revenue Department. On 7 March 2013, the Revenue Department issued directive setting condition and guideline compliance by Infrastructure Fund in order to make investment unitholders who are ordinary persons eligible to be exempted from the income tax on dividends. However, certain conditions that the Mutual Fund is not able to follow is the Management Company is required to notify the Revenue Department within 30 days from the date of application submitted to the Securities and Exchange Commission. In this respect, the Management Company submitted application on 1 February 2013 whereas the directive was issued on 7 March 2013, by which time the deadline had passed. Therefore the Mutual Fund has sought to consult or seek leniency to the Revenue Department in which the Management Company cannot offer guarantee that the Management Company or the Mutual Fund will

69 69 be able to comply to the Revenue Department s directive or whether the Revenue Department will offer leniency. In that case, investment unitholders who are ordinary person may be obligated to pay taxable income from dividends on investment units from the Mutual Fund, which is deemed negative impact to ordinary persons who are investment unitholders. 12. Attempt to register assets as a Mutual Fund may not be successful In the event that certain circumstances cause the planned registration of assets as Mutual Fund is not successful, for example, distribution of investment units to retail investors as required by rules and regulations set by the Securities and Exchange Commission or the Stock Exchange of Thailand. In that case, the Management Company may not be able to register the establishment of the Mutual Fund and may be required to refund in full the amounts for subscription of investment units along with any interest on those amounts. Risks associated with ability to pursue business interest from investment in assets of infrastructure businesses which can affect performance of the Mutual Fund 1. Risks from operation 1.1 Risks from dependence on income from EGAT EGAT is the biggest customer of B. Grimm 1 and B. Grimm 2. EGAT agreed to buy power from B. Grimm 1 and B. Grimm 2 under 2 long-term power purchasing agreements that will end in September 2019 and September 2022 for B. Grimm 1 and B. Grimm 2, respectively. The power purchasing agreements are vital to the businesses of B. Grimm 1 and B. Grimm 2, which account for 45% and 41% of total incomes in 2012 of B. Grimm 1 and B. Grimm 2, respectively. However, EGAT has strong business and financial standing, including that, EGAT is a leader in power business in Asia and plays an important role in the country s power industry. In addition to its role as power buyer and controller of wholesale power trade, EGAT is also the country s biggest power producers as well. EGAT is vitally important to the country s power security and has been under good governance with the Finance Ministry as the sole shareholder and is the state enterprise that ranks second in terms of income after the PTT in The Standard & Poor s rated EGAT BBB+ as of 31 December 2012, which is the same credit rating as Thailand with a trend toward stable credit rating. 1.2 Risks from the ability to pay for power by industrial users, defaults on power sale and purchase agreements by industrial users, fall in power consumption demand or failure to find buyers to replace industrial users not renewing agreements Income of 54% and 56% of total incomes in 2012 of B. Grimm 1 and B. Grimm 2, respectively, were from power sales to industrial users, which renew 3-5 years purchasing agreements. Although B. Grimm 1 and B. Grimm 2 have renewed power purchasing agreements with several industrial users, some of the industrial users had financial problems which affected their ability to pay their power bills or cancelled purchasing agreements prematurely, and B. Grimm 1 and B. Grimm 2 had had difficulty finding new industrial users to replace those who cancelled, resulting in possible fall in demand for power by industrial users. Moreover, a fall in demand for power among industrial users could affect power payment of B. Grimm 1 and B. Grimm 2. Due to this shortfall, the financial results of B. Grimm 1 and B. Grimm 2 could be negatively affected that could lead affect the ability of the Mutual Fund to pay dividends.

70 70 Industrial users who are customers of B. Grimm 1 and B. Grimm 2 are companies with strong businesses. Many of them are subsidiaries or joint venture partners of multinational companies and have good credit ratings. B. Grimm 1 and B. Grimm 2 have never encountered problems in seeking payment for power or entered into any significant dispute with industrial users over payment. Nava Nakorn Industrial Estate is also an industrial estate that is home to the greatest number of factories in the country. As of October 2012, a total of 549 factories are operating inside the industrial estate. Of this, more than 400 industrials have never entered into agreements to purchase power from either B. Grimm 1 or B, Grimm 2. Furthermore, B. Grimm 1 and B. Grimm 2 has entered into agreements with the Mutual Fund that they would maintain their customer bases while redoubling efforts to find new customers to enter into power purchasing agreements in order to do away with excess capacity. In addition, B. Grimm 1 and B. Grimm 2 also have put in place management system to retain and find new customers with good distribution among industries as part of risk management to prevent over-dependence on any one of their industrial user customers. As of 31 March 2013, B. Grimm 1 and B. Grimm 2 have 35 and 39 industrial user customers, respectively. In 2012, income from the top 10 industrial user customers accounted for 64% and 50% of the total incomes of B. Grimm 1 and B. Grimm 2, respectively. 1.3 Risks from shortage of fuel sources The operations of B. Grimm 1 and B. Grimm 2 depend on ability to procure fuels, especially natural gas, which constitutes the key production costs of B. Grimm 1 and B. Grimm 2. In the event of natural gas shortage, B. Grimm 1 and B. Grimm 2 may not be able to continue operation producing power or steam power, which may result in B. Grimm 1 and B. Grimm 2 being forced to suspend production of power temporarily, lower power production below demand or fail to comply with power and steam power trading agreements. B. Grimm 1 and B. Grimm 2 are exposed to risk of natural gas shortages due to the fact that future demand for natural gas may differ from estimates made by public sector agencies or regulatory bodies. In case of higher than expected demand, procurement of enough natural gas to meet demand may become a challenge, particularly if the global economy resumes growth. However, B. Grimm 1 and B. Grimm 2 have a risk management measures to maintain natural gas reserves in the world market by monitoring the movement and setting up of guideline among public sector agencies and regulatory bodies in procuring and forecasting natural gas demand, particularly the Energy for the Environment Foundation and the Natural Fuels Department, which made forecast as of end of 2011 that the level of Thailand s natural gas reserves was sufficient to meet the domestic demand for another 11 years, based on verified sources, whereas the level of natural gas reserves based on verified existing sources, unverified and probable sources combined would be sufficient to meet the domestic demand for the next 30 years. Therefore, the supply of natural gas is sufficient for the demand of B. Grimm 1 and B. Grimm 2 for the production of power and steam power throughout the terms of the Revenue Sharing Agreement from power businesses. 1.4 Risks from shortage of water in the production of power and steam power The power production process requires water that must pass through demineralization to feed into cooling systems and steam engines. Risk of water shortages may cause the suspension of power production. Such risk is associated with the climate change, particularly when there is unusually lower rainfalls on certain years, or late arrival of rainy season that could result in insufficient water supply to feed into electrical power production process.

71 71 However, Amata Water Co., Ltd., which is supplier of water for B. Grimm 1 and B. Grimm 2 has put in place water management to ensure sufficient supply, and has increase water holding capacities for years with unusually low rainfalls. At the present, reservoirs at Amata Nakorn Industrial Estate is capable of supplying 16.5 million cubic meters of water per year for use within the industrial estate, which meet the demand of water of B. Grimm 1 and B. Grimm 2 in the production of electrical power and steam power, which stands at about 3 million cubic meters per year. Moreover, Amata Corporation Plc. has agreed to procure additional water to B. Grimm 1 and B. Grimm 2 if and when Amata Water Co., Ltd. is unable to supply water. 1.5 Risks from dependence on PTT as sole supplier of natural gas PTT is monopolistic distributor of fuels in Thailand and is the only operator that is capable of delivering natural gas in quantities that meet the requirement of B. Grimm 1 and B. Grimm 2. If PTT is unable to deliver natural gas in quantities specified by the long-term natural gas purchasing agreements, B. Grimm 1 and B. Grimm 2 may be forced to suspend their operations. Even though the agreements have clauses that require PTT to compensate for failure to meet the quantities specified in the agreements, such compensation specifically covers only the quantities required to produce power for sale to EGAT only. The compensation clause does not cover production of power for sale to industrial users. Although the production facilities of B. Grimm 1 and B. Grimm 2 were designed to be able to switch to diesel as fuel, a switch to diesel will cause the production costs of B. Grimm 1 and B. Grimm 2 to rise and efficiency of productivity to fall. Moreover, the production of power by using diesel will lead to higher rates of consumption of diesel than B. Grimm 1 and B. Grimm 2 to procure diesel to put in reserve because of limited capacity of diesel storage tanks at the power plants. Therefore, the use of diesel as alternative fuel cannot be sustained over long period. Therefore, risks from a disruption in delivery of natural gas, which may cause either by faulty delivery pipelines or closure during maintenance or as the result of events beyond the control of B. Grimm 1 and B. Grimm 2, can significantly and negatively affect the operations, financial position and financial results of B. Grimm 1 and B. Grimm 2. However, since B. Grimm 1 and B. Grimm 2 have commenced their operations in the production of power and steam power for more than 10 years, B. Grimm 1 and B. Grimm 2 have never encountered the aforementioned fuel shortages. Since PTT is a reliable natural gas producer and has consistently meet its obligation under the agreement in natural gas trade, the Management Company has no reason to believe that the PTT would not be able to continue delivering natural gas under the agreements to B. Grimm 1 and B. Grimm 2 in the future. 1.6 Risks from volatility of natural gas prices Fuels constitute the main production costs of B. Grimm 1 and B. Grimm 2. Prices of natural gas paid to the PTT under the natural gas purchasing agreements are linked to natural gas prices, drilling costs, along with prices of petrochemical products in the world market, which tend to fluctuate and move in cycles. Price volatility is linked to several factors, such as global economic situations and regional economic volatility, change in supply demand of natural gas reserves and petrochemical products in the world market, political stability, and production policy of natural gas producing and exporting countries, weather conditions, man-made or natural disasters. As for fuel as part of production costs for the production of power sold to EGAT, B. Grimm 1 and B. Grimm 2 are able to transfer the risk of fluctuating natural gas prices under the sale and

72 72 purchase agreement to EGAT through the automatic tariff adjustment formula and Contracted Heat Rate at the rate of 8,600 BTU per KWh. If B. Grimm 1 and B. Grimm 2 have the Actual Heat Rate lower than the rate specified in the agreements, B. Grimm 1 and B. Grimm will be eligible to full compensation for impacts from natural gas price fluctuation for the fuels used in production of power that is sold to EGAT. As for cost of fuels used in the production of electrical power and steam power for sale to industrial users, B. Grimm 1 and B. Grimm 2 are able to transfer risks associated with fuel price volatility to industrial user customers through the automatic tariff adjustment formula that is levied on industrial users referencing to the power rates charged by the PEA that is set by Energy Business Regulatory Committee (ERC). However, the power rates of the PEA reflect the fluctuating fuel prices by combining the automatic tariff adjustment formula or FT, which is adjusted every 4 months according to costs of a variety of fuels that are used in power production, such as natural gas, coal, fuel oil and other fuels, as well as inflation rates, currency exchange rates and factors other than natural gas prices, including that the natural gas prices tend to change every month, the reference to fuel price index may therefore not reflect and is not designed to reflect the real production costs of B. Grimm 1 and B. Grimm 2 specifically. Moreover, the FT may not be adjusted in accordance with the specified mechanism consistently. Therefore, any change in FT may impact the financial results of B. Grimm 1 and B. Grimm 2 if such automatic tariff adjustment formula is not consistent with the volatility of natural gas prices that move significantly higher. This will in turn negatively affect profitability of B. Grimm 1 and B. Grimm 2 and could cause negative and significant impact on financial position and financial results and the ability to pay dividends. However, ever since B. Grimm 1 and B. Grimm 2 commenced operations and produced power for sale for more than 10 years, B. Grimm 1 and B. Grimm 2 have been able to manage their businesses to make sustainable profits. Although impacts from FT that sometimes does not reflect the actual production costs of B. Grimm 1 and B. Grimm 2, such events are only short-term impacts in nature. 1.7 Risks from natural disasters, accidents and other unforeseen events that may occur in production process The power production process may result in hazards caused by fires, explosions, gas pipeline leakages, noxious fumes, oil contamination, terrorism, natural disasters, harms caused by outsiders and other unforeseen events. Although the chance of such hazards occurring is low, such an event has the potential to cause significant damage to people s safety, assets, the environment, operations, damage to reputation, financial position and financial results of B. Grimm 1 and B. Grimm 2. The Management Company and B. Grimm 1 and B. Grimm 2 attach great importance to management of such risks. The Management Company required B. Grimm 1 and B. Grimm 2 to insure against risks of damage to all key assets used in the production and at a coverage values that are consistent with the standards of other companies in the power production industry, such as insurance policies that cover all risks as well as additional insurance against business disruption along with Third Party Liability Insurance to minimize risks of being sued for compensations from persons related to B. Grimm 1 and B. Grimm 2 in case power plants are partially damaged, compensation from insurance companies can be used for repair works to restore production. In case of total loss or significant loss, the Mutual Fund shall distribution compensation to investors who hold investment units in the Mutual Fund after having paid financial institution creditors.

73 Risks from management, maintenance of electrical power plants and efficiency of power plants Risk from premature deterioration of equipment and machinery Factors that contribute significantly to the electrical power and steam power outputs are the conditions of equipment and machinery of power plants; for example, Gas Turbine Generator (GTG), Steam Turbine Generator (STG), Heat Recovery Steam Generator (HRSG). Although findings from studies conducted on behalf of B. Grimm 1 and B. Grimm 2 by the Mutual Fund s independent technical advisor indicated that key essential machineries were still in good working order and their useful life cover period beyond the duration of the agreements to transfer proceeds from power businesses, there are the possibility that these essential machineries to deteriorate sooner than expected if the maintenance does not proceed according to schedules or meet certain quality standards. Power output may be compromised which could negatively impact the operations, financial position and financial results of B. Grimm 1 and B. Grimm 2 and may, in turn, affect the ability of the Mutual Fund to pay dividends. However, the Management Company believes that B. Grimm 1 and B. Grimm 2 have put in place measures to minimize such risks. B. Grimm 2 has contracted GE to procure and offer warranty for parts as well as repair services and technical support as GE is the manufacturer of some machineries in the electrical power plant of B. Grimm 2. Consequently, it is familiar with technologies of B. Grimm 2 s power plant, including that GE also has long experience and expertise in maintenance of power plants in all parts of the world. B. Grimm 1 uses machineries manufactured by Siemens AG Co., Ltd., which has good worldwide reputation, and, B. Grimm 1 also attaches great importance to maintenance of machineries with scheduled major maintenance every 3-6 years to minimize risks from untimely deterioration of machineries Risks from B. Grimm 1 and B. Grimm 2 s steam power output falling below 10% and production efficiency falling below 45% According to provision under the power sale and purchase agreements with EGAT, power plants of B. Grimm 1 and B. Grimm 2 are required to consume power continuously with a ratio of thermal power used in the thermal process at not less than 10% in average per year, and shall have productivity value of not less than 45%. If the power plants of B. Grimm 1 and B. Grimm 2 fails to meet the conditions, B. Grimm 1 and B. Grimm 2 are liable to pay fines to EGAT according to the power sale and purchase agreements. Since the demand to use of thermal power in Amata Estate is low, B. Grimm 1 and B. Grimm 2 have a ratio of thermal power used in the thermal process to product steam power less than 10%; consequently, they are liable to pay fines to EGAT. Since the use of the thermal power in the thermal process to product steam power affect productivity value of power production from production process, EGAT shall not overlapping impose fines if a ratio of thermal power used by B. Grimm 1 and B. Grimm 2 in the thermal process is less than 10% and cause efficiency value to fall below 45%. Therefore, B. Grimm 1 and B. Grimm 2 are not liable to fines imposed by EGAT for the productivity value falling below 45%. Such event shall be deemed normal for small-scale private power producers that belong to cogeneration category which enter into power sale and purchase agreements with EGAT. Most of these power producers are liable to same fines as B. Grimm 1 and B. Grimm 2

74 74 are liable. As a result, governmental sectors and regulatory bodies such as ERC and EGAT have been made aware of the problem and have undertaken to revise rules and regulations governing the purchase of power and drawn up a model power sale and purchase agreement between EGAT and small scale private power producers in cogeneration category to be consistent and more realistic. As for the 2 power sale and purchase agreements made between B. Grimm 1, B. Grimm 2 and EGAT in the first round, EGAT has revised the agreements to offer leniency with respect to compliance with the conditions of the agreements. B. Grimm 1 and B. Grimm 2 have been offered 50% reduction in fines for failing to use thermal power in the thermal process at no less than an average of 10% per year under the power sale and purchase agreement with EGAT which leads to the reduction of burden to pay fines. The Management Company has also taken into consideration the fines in the estimates Risks from strike, demands and labor disputes with employees Employees of B. Grimm 1 and B. Grimm 2 may strike for demanding higher wages or engage in disputes with the management that could disrupt the power production of B. Grimm 1 and B. Grimm 2. However, the managements of B. Grimm 1 and B. Grimm 2 are experienced in such matter and have cultivated good working relationships with the employees from the very beginning until the present. B. Grimm 1 and B. Grimm 2 have never encountered such problems. 1.9 Risks associated with insurance Risk associated with insurance premium which may be increased Although the industrial estate in which B.Grimm 1 and B.Grimm 2 are located was not affected by the flood crisis faced by Thailand in September through November 2011, the Management Company expects the insurance premium for coverage of B.Grimm 1 and B.Grimm 2's power plants to increase due to such event. The Management Company cannot foresee when or to what extent such premium will increase but such change may affect the financial position and operating results of B.Grimm 1 and B.Grimm 2. Furthermore, some damage including damage arising from natural disasters, accidents, or terrorist acts, or loss arising from such events may require such high premium that the insurance coverage may not economically efficient. This is why B.Grimm 1 and B.Grimm 2 may need to reduce their coverage or may not be insured. In an event of severe damage, the coverage under existing policies may not be sufficient for compensating the damage claimed or be in the amount which is consistent with the market price or replacement cost. However, the Management Company has required B.Grimm 1 and B.Grimm 2 to procure all risks insurance including insurance in the event of flood, with the limit of liability which is consistent with the insurance standards of other companies in the power plant business Risk from not obtaining coverage or compensation under insurance policies Although the Management Company has arranged for insurance policies for B.Grimm 1 and B.Grimm 2, covering both property of the power plants and liability related to operation of power plant business of B.Grimm 1 and B.Grimm 2, and the Management Company believes that the clauses and sum insured of B.Grimm 1 and B.Grimm 2 are in

75 75 accordance with the general practice in the power plant business, such insurance may not cover all types of damage which may arise as the Management Company only chooses coverage for certain risks. Moreover, the clauses which are beyond the control of B.Grimm 1 and B.Grimm 2 and the Mutual Fund may limit the scope of coverage under the insurance policies which B.Grimm 1 and B.Grimm 2, including that the Mutual Fund are able to procure or have the ability to procure under appropriate insurance premium. Defects of buildings of the power plants or undetected defect of the power plants or machinery in the power plants of B.Grimm 1 and B.Grimm 2 may cause B.Grimm 1 and B.Grimm 2 not to receive coverage under the policy. Furthermore, some damages may involve several people such as loss adjuster, forensic engineer, or other technical experts as the case may be, or may require arbitration, which requires a long period of time for settling disputed insurance claim. Therefore, the Mutual Fund has the abovementioned risks, which may be categorized into 2 cases, i.e.(i) in the event of partial damage of the property; if compensation received by B.Grimm 1 and B.Grimm 2 is insufficient for the repair of the damaged property, B.Grimm 1 and B.Grimm 2 may incur additional expenses for such repair in order to continue the business operation, and (ii) in the event of total loss or significant loss, if the compensation received by B.Grimm 1 and B.Grimm 2 is insufficient, the Mutual Fund may lose part or all of its investment under the agreement on transfer of proceeds. This is because the Mutual Fund will receive compensation for such damage after the financial institution creditors of B.Grimm 1 and B.Grimm 2, who will be fully compensated under the loan agreement Risk associated with operation of Amata Nakorn Industrial Estate Since the businesses of all industrial user customers of B.Grimm 1 and B.Grimm 2 are located in the same area, B.Grimm 1 and B.Grimm 2 have the risks associated with changes in requirements concerning operation within Amata Nakorn Industrial Estate, which may cause the license to operate business in the industrial estate to be revoked. Although such risks are common for all private small power producers located in industrial estates or industrial parks, B.Grimm 1 and B.Grimm 2 have a contingency plan for operation of Amata Nakorn Industrial Estate. B.Grimm 1 and B.Grimm 2 are able to generate power and steam for industrial user customers in the neighboring area if the return is worth the investment in the line for transmitting electric current to industrial user customers. B.Grimm 1 and B.Grimm 2 may sell power to industrial user customers who remain in the same location even though such customers may no longer be under the supervision of the Industrial Estate Authority of Thailand Risk associated with competition in distributing power to industrial user customers among B.Grimm 1 and B.Grimm 2, and B.Grimm 3 or any affiliated companies of Amata B. Grimm Power Since Amata B.Grimm Power has several small power plants apart from B.Grimm 1 and B.Grimm 2, B.Grimm 1 and B.Grimm 2 may face risks of competition between B.Grimm 1 and B.Grimm 2, and other power plants. The following factors may help reduce such risk: a. Undertaking agreement between Amata B.Grimm Power and the Mutual Fund

76 76 Amata B.Grimm Power and the Mutual Fund agree to enter into an undertaking agreement consisting of agreements on non-competition with B.Grimm 1 and B.Grimm 2. Amata B.Grimm Power will ensure that its affiliated companies offer power and/or steam to any contractual parties of power purchasing agreement and/or new power purchasing agreement of B.Grimm 1 and B.Grimm 2 on conditions that such offer for sale of power and/or steam shall not have a significant negative effect on the operating results, financial position and/or ability to comply with agreement on transfer of proceeds of B.Grimm 1 and B.Grimm 2. In this respect, the Mutual Fund may request Amata B.Grimm Power to provide explanation or submit additional information. If Amata B.Grimm Power is unable to provide such explanation, the Mutual Fund and Amata B.Grimm Power may jointly appoint an expert to provide opinion on such matters and Amata B.Grimm Power is requested to be responsible for all relevant expenses. b. The demand for power within Amata Nakorn Industrial Estate is higher than the combined capacity of all power plants currently operating in the industrial estate B.Grimm 1 and B.Grimm 2 have entered into agreements with industrial user customers until the capacity of the power plants is almost full. B.Grimm 3 entered into agreements with industrial user customers, equivalent to 116% of its capacity available for sale to all industrial user customers. This shows that the demand for power within Amata Nakorn Industrial Estate is higher than the capacity of all power plants currently operating in the industrial estate combined. The terms of the power purchasing agreements made with industrial user customers of B.Grimm 1 and B.Grimm 2 are 5 years and 15 years with the renewal term of 3 to 5 years. Industrial user customers with 5-year agreements account for 80% and 89% of all agreements, respectively. B.Grimm 1 B.Grimm 2 5-year agreement 32 agreements 42 agreements 15-year agreement 8 agreements 5 agreements Total 40 agreements 47 agreements Furthermore, B.Grimm 1 and B.Grimm 2 have the policy to select customers who are likely to renew the agreement, as follows: 1) industrial user customers who own land within the industrial estate, which means stable and long-term need for power; 2) famous industrial user customers with secure financial position. B.Grimm 1 and B.Grimm 2 value its customer base by maintaining good relation with industrial user customers. B.Grimm 1 and B.Grimm 2 have never had any significant dispute with their industrial user customers. At present 91% and 49% of B.Grimm 1 and B.Grimm 2's customers, respectively, have been their customers from the first 3 years of operation of the power plants. c. Power price which is not significantly different In the past, the market for sale of power within Amata Nakorn Industrial Estate is monopolized by only a few sellers (B.Grimm 1, B.Grimm 2 and EGAT). Subsequently, even though Amata B.Grimm Power constructed additional power plants, the market for sale of

77 77 power within Amata Nakorn Industrial Estate is still monopolized by a few sellers (B.Grimm 1, B.Grimm 2, Amata B.Grimm Power group companies and EGAT). In this type of market, sellers have the negotiating power in determining the price in the market. This, combined with the demand of power from power plants located in the industrial estate being higher than the capacity, prevents the power price from being significantly different. This is apparent from late 2012 when B.Grimm 3 started selling power to customers and the price of power sold to industrial user customers of B.Grimm 1, B.Grimm 2 and B.Grimm 3 was not significantly different Risk associated with renewal of agreement of B.Grimm 1, B.Grimm 2 and Amata B.Grimm Power 2. Financial risks B.Grimm 1 and B.Grimm 2 entered into agreements engaging Amata B.Grimm Power, namely service agreement for storage area for works, documents, computers and office supply, service agreement of vehicle, internet system and system, and consultant agreement. With respect to the agreements ended 31 December 2013, it is possible that Amata B.Grimm Power will not renew the agreements, making it necessary for B.Grimm 1 and B.Grimm 2 to find a new service provider. However, since Amata B.Grimm Power has an undertaking agreement to hold investment units throughout the term of the agreement on transfer of proceeds in the amount not less than 27.5%, it is highly likely that Amata B.Grimm Power will renew the agreement until the expiration of the agreement on transfer of proceeds. 2.1 Risk associated with fluctuation of currency exchange rate Change in the exchange rate of Thai Baht and US dollar affects both income and expenses. As most power producers have some interest to be paid in US dollar and EGAT wishes to reduce risk from the fluctuation of exchange rate for power producers, EGAT thus specifies that 80% of the price of power will be varied based on the exchange rate of US dollar. Interests expense in US dollar are interest accruing upon loans from financial institutions which is appeared in US dollars for purchase of power generating unit and equipment from aboard. Therefore, B.Grimm 1 and B.Grimm 2 may manages this risk by using natural hedge, namely management of income and expenses in the same currency. However, natural hedge employed by B.Grimm 1 and B.Grimm 2 may not reduce all risks associated with foreign exchange rate but may contribute to mitigating effects of foreign exchange rate on the overall financial position. 2.2 Risk associated with fluctuation of interest rate B.Grimm 1 and B.Grimm 2 will repay existing long-term loans with new long-term loan acquired from financial institutions prior to investment by the Mutual Fund in proceeds from operation of power business. Interests accruing upon the loan agreement of B.Grimm 1 and B.Grimm 2 are floating rate interest. If the interest increases, B.Grimm 1 and B.Grimm 2 will incur more interest payable to the creditor. This may negatively affect the dividend payment to unitholders. However, B.Grimm 1 and B.Grimm 2 plan to prevent risks associated with volatility of interest rate by employing financial tools such as interest rate swap, not for the purpose of speculation but for hedging. The interest rate from hedging using financial tools will depend on the prevailing money market condition.

78 78 3. Risk from changes in official rules and regulations 3.1 Risk from changes in rules and regulations concerning purchase of power Power business is an power business which involves public utility important to manufacturing cost of the industrial sector of the nation. Therefore, changes in the public policy in different aspects such as change of power business structure, consumer protection, increasing efficiency and environmental requirement result in risks in determining the direction of operation of B.Grimm 1 and B.Grimm 2 in the future. In the past, supervision guidelines applied to local power producers have always changed from time to time and there may be more significant changes in the future. Furthermore, there were various suggestions on change of power industry structure, most of which were delayed, canceled or significantly amended prior to coming into effect. Power purchasing agreements made with EGAT for power plants of small power producers do not contain specific clauses on privatization of EGAT or reformation of power business structure. B.Grimm 1 and B.Grimm 2 cannot foresee the effects of changes in rules and regulations governing power business or privatization of EGAT on the power purchasing agreements of B.Grimm 1 and B.Grimm 2, and on the power business as a whole. For example, if the changes in rules and regulations result in cancelation of the power rate specified by EGAT, which is the reference rate used by B.Grimm 1 and B.Grimm 2 for sale of power to industrial user customers, B.Grimm 1 and B.Grimm 2 may need to renegotiate the price structure of power sold to industrial user customers. In such case, B.Grimm 1 and B.Grimm 2 may not be able to maintain the price structure under appropriate commercial conditions. However, B.Grimm 1 and B.Grimm 2 are closely monitoring and assessing effects of changes in rules and regulations and have a plan to improve efficiency in different aspects in order to be able to respond to changes in a timely manner. 3.2 Risk associated with possible privatization of state enterprise operating power business (including EGAT and PEA) 4. Other risks In the future, state enterprises operating power business (including EGAT and PEA) may be privatized into a public limited company with the shares listed of the Stock Exchange of Thailand. Any changes resulting from privatization of state enterprises may have significant effects on B.Grimm 1 and B.Grimm Risk associated with possible dispute with EGAT Although throughout the period of operation of power plant business of B.Grimm 1 and B.Grimm 2 there has been no event or dispute with EGAT, disputes or inconsistent opinions between B.Grimm 1 and B.Grimm 2, and EGAT may arise, and lead to termination of agreement, which will have a significant negative effect on the operation of business, financial position, and operating results of B.Grimm 1 and B.Grimm 2, and may affect the ability of the Mutual Fund to pay dividend. However, if B.Grimm 1 and B.Grimm 2 receives any notice of termination of power purchasing agreement from EGAT and cannot take necessary actions required in order for cancellation of

79 79 such notice of termination, the Mutual Fund is entitled to terminate the agreement on transfer of proceeds immediately and the Mutual Fund will receive a refund of the remaining purchase price of B.Grimm 1 and B.Grimm 2 as specified in such agreement. The Mutual Fund has the right to wait for results of dispute resolution procedures concerning termination of agreement by EGAT. If it is found that B.Grimm 1 and B.Grimm 2 are indeed at fault and must comply with the notice of termination of EGAT, the Mutual Fund will receive indemnification from B.Grimm 1 and B.Grimm 2 as specified in the agreement on transfer of proceeds. However, if it is found that B.Grimm 1 and B.Grimm 2 are not at fault and are not required to comply with the notice of termination of EGAT, the Mutual Fund will not be indemnified for the period of interruption of B.Grimm 1 and B.Grimm 2's businesses as a result of such dispute with EGAT. 4.2 Risk associated with possible dispute with PTT Cogeneration thermal power plants of B.Grimm 1 and B.Grimm 2 will mainly use natural gas as the fuel. PTT is a monopoly distributor of fuel and the only business operator who may supply sufficient natural gas for operation of business of B.Grimm 1 and B.Grimm 2. Although throughout the period of operation of B.Grimm 1 and B.Grimm 2's businesses, there has been no event or dispute with PTT, disputes or inconsistent opinions between B.Grimm 1 and B.Grimm 2, and PTT may arise, and lead to termination of natural gas purchasing agreement, which will have a significant negative effect on the business operation, financial position, and operating results of B.Grimm 1 and B.Grimm 2, and may affect the ability of the Mutual Fund to pay dividend. However, if B.Grimm 1 and B.Grimm 2 receive any notice of termination of natural gas purchasing agreement from PTT and cannot take necessary actions required for cancellation of such notice of termination, the Mutual Fund will be entitled to compensation calculated from the date on which B.Grimm 1 and B.Grimm 2 receive the notice of termination from PTT. B.Grimm 1 and B.Grimm 2 have been operating power plant business for over 10 years and the management of B.Grimm 1 and B.Grimm 2's power plants have over 30 years of experience working in the power industry, making them prepared to handle any situation. The Management Company believes that B.Grimm 1 and B.Grimm 2 will be able to settle any dispute with PTT should it occur. 4.3 Risk associated with safety, hygiene, environment and society Power production process involves risks concerning safety, hygiene, environment and society which may affect the safety, the environment and the quality of life of employees and the community around the power plants. Such risks may be the result of production efficiency and management measures that are not sufficient in those respects. For the past several years, B.Grimm 1 and B.Grimm 2 have never faced such an event. However, B.Grimm 1 and B.Grimm 2 have specified measures to prevent negative effects and reduce the chance of occurrence. In this respect, a sector is assigned to closely monitor and analyze the results, prepare report on monitoring the measures, monitor the environment management, and monitor the changes in the laws and regulations related to environmental effects and safety. This way, B.Grimm 1 and B.Grimm 2 will be able to determine measures and emergency plan in a timely manner. Community relations activities are also continuously conducted.

80 Risk from Default by B.Grimm 1 and B.Grimm 2 The Mutual Fund will suffer risks in the event that B.Grimm 1 and B.Grimm 2 take any actions which are events of default of the agreement on transfer of proceeds such as by not transferring proceeds from operation of the power business to the Mutual Fund on the due date or not complying with agreements given in the agreement on transfer of proceeds. This may affect the ability of the Mutual Fund to pay dividend. However, the Mutual Fund is entitled to terminate the agreement with B.Grimm 1 and/or B.Grimm 2 (as the case may be) as specified in Revenue Sharing Agreement. If the default is caused by B.Grimm 1 and B.Grimm 2's failure to transfer proceeds from operation of power business to the Mutual Fund on the due date specified in the agreement on transfer of proceeds, or B.Grimm 1 and B.Grimm 2 intentionally stop their power business operation permanently without reasonable cause (except in the case that B.Grimm 1 and B.Grimm 2 have to stop operating the power business due to damage of property or expropriation of property, or in the case that B.Grimm 1 and B.Grimm 2 temporarily suspend business operation for maintenance, or in the case that B.Grimm 1 and B.Grimm 2 stop their operation of power business in accordance with a public order), or B.Grimm 1 and B.Grimm 2 are subject to order of receivership, bankruptcy, or reorganization. After the Mutual Fund terminates such agreement, B.Grimm 1 or B.Grimm 2 (as the case may be) shall compensate the Mutual Fund for the damage in accordance with the details specified in the agreement on transfer of proceeds. If B.Grimm 1 or B.Grimm 2 is in default by other reasons such as non-compliance with material undertaking agreements, or misrepresentation given in the agreement on transfer of proceeds, the Mutual Fund has the right to take legal actions against and/or demand damages incurred from B.Grimm 1 or B.Grimm 2 including interest accruing on the actual damages at the rate specified in the agreement on transfer of proceeds if B.Grimm 1 or B.Grimm 2 (as the case may be) fails to rectify such default within the time specified by the Mutual Fund. However, the Mutual Fund is not entitled to terminate the agreement in this case. 4.5 Risk associated with projection of income statement and profit allocation based on assumptions Projection of income statement and profit allocation based on assumptions for the year commencing 1 April 2013, ending 31 March 2014 is a presentation of financial position which the Mutual Fund should be in after the 12-month period, based on various assumptions specified in attachment 5. Although the Management Company has carefully prepared the projection, assumptions on which the projection is based are subject to risks, uncertainty and other factors in terms of business, economy, finance, and rules, most of which are beyond the control of the Management Company. This may cause actual results to be significantly different from the projection. Projection of income statement and profit allocation based on assumptions shall not be considered warranty, representation, or expectation based on accurate assumptions of the Mutual Fund, the Management Company, Amata B.Grimm Power, B.Grimm 1 and B.Grimm 2, investment unit buyers, underwriter, financial advisor, trustee, or other persons and shall not guarantee that such projection will be achieved or likely be achieved.

81 81 Dissolution of the Mutual Fund 1. Cause of termination of the project The Management Company will terminate the Mutual Fund Management Project upon one or more of the following events: 1.1 When the number of unitholders falls lower than 35 persons, unless granted exception by the Office; 1.2 Upon sale of property of the Mutual Fund's infrastructure business and reduction of registered capital of the Mutual Fund by the Management Company, causing the registered capital of the Mutual Fund to be lower than 2,000,000,000 Baht calculated from the par value of the investment units; 1.3 When the property of the Mutual Fund's infrastructure business is sold and the Management Company is not able to maintain the property of the infrastructure business in which the Mutual Fund invest at not less than 1,500,000,000 Baht and not less than 75% of the total asset value of the Mutual Fund within 1 year from the date of disposition of property of the infrastructure business; 1.4 When the Office issues an order revoking approval of establishment of the Mutual Fund; 1.5 Upon passing of resolution by a majority of the votes of the unitholders based on the total number of investment units of the Mutual Fund; 1.6 Upon expiration of the Mutual Fund's term (if any). 2. Additional conditions for termination of the project 2.1 When the Office of the SEC or agency with authority under the law orders the Management Company to dissolve the Mutual Fund due the acts or omission of acts by the Management Company causing damage to the Mutual Fund; 2.2 Upon events which the Mutual Fund manager deems appropriate as reason to dissolve the Mutual Fund such as lack of liquidity of the Mutual Fund and the Mutual Fund's inability to increase capital in desired amount and inability to maintain value of investment in property of infrastructure business as prescribed by the SEC; 2.3 When the Management Company send a notice of resignation from being a Management Company in accordance with clause (2) or clause (3) concerning conditions on change of management company, but the Mutual Fund and/or the unitholders are not able to appoint a new management company within 90 days from the date of notice of the Management Company; 2.4 A resolution by a majority of the votes of unitholders being the resolution of the unitholders holding an aggregate of exceeding one half of the total investment units sold. Vote counting will be governed by the limitation of rights of unitholders as specified under "Rules and Restrictions on Unitholding" of the Mutual Fund Project; 2.5 Upon occurrence of clause 1 or any other case which results in dissolution of the Mutual Fund, the Management Company will notify the Office of the SEC and the trustee without delay. In the case that the Mutual Fund holds listed investment units, the Management Company shall also inform the Exchange;

82 With respect to dissolution of the Mutual Fund due to expiration of the project term or any other reason of which the date of dissolution is known, the Management Company will take the following actions: (1) send a written notice to the trustee, the Office of the SEC, and the Exchange no fewer than 5 business days in advance prior to the dissolution of the Mutual Fund; (2) take any actions to inform the unitholders no fewer than 5 business days in advance prior to the dissolution of the Mutual Fund such as by publishing the notice in the local daily newspaper. Operations upon Dissolution of the Mutual Fund Upon dissolution of the Mutual Fund, the Management Company will procure a liquidator approved by Office of the SEC to sell property of the Mutual Fund, settle obligations of the Mutual Fund, gather and return funds or property to the unitholders in the proportion of investment units held by each respective unitholders as specified in the register of unitholders, and perform other necessary acts in order to complete the liquidation process in accordance with the rules, conditions and methods prescribed by the SEC. After the liquidation, the liquidator will apply for registration of dissolution of the Mutual Fund with the Office of the SEC. Any remaining property will become the property of the Office of the SEC. Financial Advisor Kasikornbank Public Company Limited Trustee TMB Bank Public Company Limited Registrar Thailand Securities Depository Co., Ltd. Auditor PricewaterhouseCoopers ABAS Co., Ltd. Fiscal Period Fiscal period ended 31 December of each year First fiscal period ended 31 December 2013 Policy on Dividend/Return Payment 1. The policy of the project is to pay dividend to unitholders no more than twice a year; 2. Dividend payment to unitholders shall be in accordance with the following requirements: (1) The Management Company will pay dividend to unitholders in the amount not exceeding 90% of the adjusted net profit per fiscal period. (2) With respect to calculation of adjusted net profit, the Management Company will apply the following deductions on the net profit of the Mutual Fund:

83 83 (a) (b) (c) Unrealized gain from appraisal of the property of the Mutual Fund's infrastructure business, including adjustment by other item in accordance with the guideline specified by the Office to be consistent with the cash position of the Mutual Fund; Reserve for repair, maintenance, or improvement of the Mutual Fund's infrastructure business, as expressly specified in the Mutual Fund Project and the prospectus, or as the Management Company informs the unitholders in advance; Reserve for repayment of loan or obligation of the Mutual Fund in accordance with the loan policy clearly specified in the Mutual Fund Management Project and the prospectus, or as the Management Company informs the unitholders in advance. In the case that the Mutual Fund has non-cash expenses, such as amortized expenses or unrealized loss, the Management Company may only deduct the items in (b) and (c) from the net profit of the Mutual Fund using the value of such items that exceeds such noncash expenses. (3) In the case that the Mutual Fund still incurs accumulated loss, the Management Company will not pay dividend. 3. The Management Company will pay such dividend to the unitholders within 90 days from the end of the fiscal period for which dividend will be paid or on the date of the end of the fiscal period for which dividend will be paid, as the case may be, unless there is a reasonable event causing dividend not to be paid in time, in which case the Management Company will notify the Office of the SEC and the unitholders in writing. 4. Additional conditions: (1) In considering dividend payment, if the interim dividends to be distributed per investment unit are Baht 0.10 or less, the Management Company reserves the right not to pay dividend on such occasion and postpone the payment to be paid in the next period; (2) With respect to the terms of payment of dividend, the Management Company will take actions specified, unless the Office of the SEC and/or other authorities otherwise make any amendments, modifications, notifications, directives, approvals, and/or relaxation thereto, which the Management Company will observe accordingly. The Management Company reserves the right to take such action without seeking the resolution of the unitholders and it shall be deemed that the Management Company has obtained consent from the unitholders in all respects. Also, such actions shall not be deemed an amendment of the project with respect to dividend payment. Determination of Period and Method for Dividend/Return Payment 1. Unitholders entitled to receiving dividend shall be unitholders whose names are listed in the register of unitholders of the Mutual Fund as on the book closure date for dividend, in proportion to the unitholding of each respective unitholder; 2. If it appears that a unitholder holds investment units in excess of the limit specified in clauses 1, 4 and 5 of the Mutual Fund Management Project, the unitholder will not be entitled to dividends attributable to the portion of investment units held in excess. With respect to such unpaid dividend, the following actions will be taken:

84 84 (1) Pass on the portions to the State as public revenue, and the unitholders shall be deemed to have acknowledged and given consent therefor; and (2) While the action under (1) has not been taken, the Management Company will prepare an account and separate such portion of dividend from other property of the Mutual Fund, and will not include such portion in the calculation of net assets of the Mutual Fund; 3. The Management Company will announce the dividend payment, the book closure date for dividend, and the dividend rate by one of the following methods: (1) sending notices to unitholders whose names are in the register of unitholders as on the book closure date for dividend; (2) posting the announcement in openly at all offices of the Management Company and the selling agents; or (3) publishing the announcement in at least one daily newspaper. 4. The Management Company will pay dividend to each unitholder within the period specified in the dividend payment policy, subject to withholding tax at the rate of 10% or other rates specified by law applicable to dividend paid to unitholders who are natural persons, unless requested in writing by the unitholder for the Management Company to act otherwise within 3 days from the book closure date. 5. The Management Company will pay dividend by crossed checks payable to the unitholders, sent via mail in accordance with the address specified by the respective unitholders in the subscription form, or by transferring money to the bank accounts of the respective unitholders as notified by the unitholders. The Unitholders shall be responsible for the charges and expenses of the transfer and risks associated with exchange rate (if any). Such charges and expenses will be deducted from the amount of payment to be transferred. 6. If a unitholder does not exercise the right to receive any dividend within the prescription of a claim under the Civil and Commercial Code, the Management Company will not use such dividend for any other purpose apart from for the benefits of the Mutual Fund. Method for Increase/Reduction of Capital of the Mutual Fund Increase of Registered Capital of the Mutual Fund The Management Company may increase the registered capital of the Mutual Fund for the purpose of investing in additional property of infrastructure business, or for renovation of property of infrastructure business which the Mutual Fund acquired from investment in order to maintain good conditions and readiness for utilization. Rules Concerning Capital Increase To increase the capital of the Mutual Fund, the Management Company shall take the following actions: 1. Obtain a resolution from the unitholders; 2. Such increase of registered capital of the Mutual Fund shall not violate the Mutual Fund Management Project or the law governing securities and exchange, as well as notifications, rules, or orders issued under such law;

85 85 3. In the case of increase of registered capital by offering investment units for sale to certain existing unitholders, the Management Company shall not proceed with such increase of registered capital if is objected by unitholders holding more than 10% of the total number of investment units sold in aggregate; 4. Obtain approval from the Office of the SEC, except in the case of increase of registered capital of the Mutual Fund by offering all newly issued investment units to unitholders in proportion to their unitholder, and obtain payment for the investment units from the unitholders; 5. In the event that the unitholders pass a resolution for offer for sale of all newly issued investment units to all unitholders in proportion to their unitholder, if the Management Company fails to offer for sale such investment units within 1 year from the date on which the resolution is passed, the Management Company shall seek the resolution of the unitholders again. Reduction of Registered Capital of the Mutual Fund Rules Concerning Capital Reduction To reduce the capital of the Mutual Fund, the Management Company shall take the following actions: 1. The Management Company may only reduce the registered capital of the Mutual Fund in the following cases: (1) The Mutual Fund has excess liquidity after the sale of property of the infrastructure business and dividend payment. Also, it shall be proven that the Mutual Fund has no remaining accumulated profit; (2) The Mutual Fund has non-cash expenses, which are not required to be included in the calculation of adjusted net profit of the Mutual Fund; (3) For other cases, the resolution of the unitholders for decrease of registered capital of the Mutual Fund has been passed. 2. The Management Company will reduce the registered capital of the Mutual Fund without delay in the event that the Mutual Fund previously increases its registered capital for investment in additional property of infrastructure business but certain subsequent obstructions prevent the Mutual Fund from acquiring such property of infrastructure business; 3. Seek resolution of the unitholders for reduction of registered capital in the cases in clause 1; 4. To reduce the registered capital of the Mutual Fund, the Management Company may reduce the value of the investment units or number of investment unit and provide cash distributions to the unitholders whose names are on the register as on the booking closure date. The cash distribution shall not be deducted from the Mutual Fund's accumulated profit. Restriction and transferring investment units The Fund does not have any restriction on transferring the investment units, except for the following cases, and under the requirements of the Stock and Exchange of Thailand and the SEC: 1) Any restriction on transferring the investment units shall be comply with the Notification of SEC. Unless otherwise amended, added, announced, stipulated, instructed, approved, and/or relieved by the SEC, the Office of the SEC, and/or any other agency with the legal power to do so, with which the Management Company shall comply accordingly.

86 86 2) Any person or any same group of persons shall comply with the limit setting as follows: (2.1) not hold more than one third of the total number of investment units sold; and (2.2) the allocation of not more than 50% of the total number of Investment units sold, in case of multi-class fund. 3) In considering whether or not any persons are the same group of persons mentioned, the provisions of the notification of Capital Market Supervisory Board No. TorNor 1/2011 Re: Rules, Conditions and Procedures for Establishment and Management of Infrastructure Fund shall be applied. 4) The Management Company shall allocate to any person or any same group of persons not more than the limit in 2), except for the following persons, but the allocation of not more than 50% of the total number of Investment units sold to any of the following persons is still applied: (a) a government pension fund; (b) a provident fund; (c) a mutual fund for general investors; (d) a social security fund; (e) a legal entity established under Thai law which is not subject to income tax payment. 5) Subject to clause 2), the limit shall not be applied to the allocation of investment units to an underwriting company which receives investment units according to the following cases: (1) an underwriting agreement; and (2) whereby the receiving investment units under the conditions as follows: (a) The underwriting company shall hold the investment units which exceed the limit in 2) for not more than 1 year from the date of receipt of such investment units. (b) During the period that such a person holds the investment units received under the underwriting agreement, provided that it shall not exceed 1 year from the date of receipt of the investment units, the Management Company shall count votes of such person under the limitation as follows: i. only for the part not exceeding half of the total number of investment units sold; ii. only for the part not exceeding half of the total number of investment units sold in each class, in case of multi-class fund; (c) If the receiving investment units does not follow clause (a), the Management Company shall not count votes of or pay dividends to the underwriting company holding more than the limit in clause (a); 6) The Management Company shall not allocate the number of investment units sold to foreign investors more than the limit setting in the rules, laws, or the provisions of the notification involving with the Infrastructure Fund. If the Fund invests in many infrastructure projects, and the limit of the number of investment units sold to foreign investors of each project according to the rules, laws, or the provisions of the notification involving with the Infrastructure Fund is different, the minimum one shall be applied.

87 87 Issuance and Delivery of Warrants Type of investment unit warrants Investment unit certificate and scripless form Conditions for issuance of investment unit warranty and delivery period 1. When the Management Company or the selling agents receive subscription forms which have completely been filled out from the Mutual Fund, together with supporting documents, and when the subscribers have paid the subscription fees for the investment units, the Management Company or the selling agents on behalf of the Management Company, will deliver the original subscription form to the subscriber; 2. The Registrar will register the names of the subscribers in the Register of Unitholders only after the Management Company has received the full subscription fees and after the investment units have been allocated to the unitholders. The Registrar shall deposit the investment units of the unitholders to the account of the securities broker or of the securities depository specified by the unitholder in the subscription form in order to deposit the same to the account of Thailand Securities Depository to be entered into the scripless form. 3. With respect to subscribers who request investment unit certificate in the subscription form, the Management Company will issue the same within 30 days from the date of registration of the pool of assets as a Mutual Fund. 4. With respect to unitholders holding in the scripless form, the Management Company will issue investment unit certificates for the unitholders only if requested. The steps for issuance of investment unit certificates are as follows: (1) The unitholders shall fill out the "application for issuance of investment unit certificates" which can be requested from Thailand Securities Depository Co., Ltd., and submit the fee for issuance of investment unit certificate; (2) The registrar issues investment unit certificates for the unitholders in accordance with the number of investment units filled out by the unitholder in the "application for issuance of investment unit certificates"; (3) The investment unit certificates issued for the unitholders will contain the wording prescribed by the Office of the SEC, which includes the name of the unitholder. The investment unit certificate will be considered accurate and valid only if it contains the signature of the authorized director and the seal of the Management Company, or signature of the registrar, printed by a machine or by other method permitted by the law governing securities and exchange. Calculation and Announcement of Net Asset Value of the Mutual Fund Calculation and Announcement Schedule 1. The Management Company will calculate and disclose the asset value, net asset value, and investment unit value of the Mutual Fund quarterly within 45 days from the end of each quarter. Such calculations must be confirmed by the Trustee to be in accordance with the rules prescribed by the Office of the SEC.

88 88 2. In making a disclosure of information under 1., the Management Company shall make the disclosure in at least one daily newspaper and post it openly at all offices of the Management Company and the head office of the Trustee, together with the disclosure of the name, type, and location of the property of infrastructure business acquired by the Mutual Fund from investment. 3. In the event of any circumstance or change which arises after the date of the calculation under 1. which materially affects the value of the property of infrastructure business, the Management Company shall also disclose such circumstance or change concurrently with disclosure under 2. If such circumstance or change arises after the date of announcement under clause 2., the Management Company shall immediately make disclosure thereof. Calculation Method With respect to calculation of the net asset value of the Mutual Fund, the Management will comply with the follow: 1. In the case of property of infrastructure business, the Management Company shall use the price obtained from the appraisal report or latest report on the review of appraisal, as the case may be, except for the first calculation of the net asset value of the Mutual Fund whereby the Management Company shall use the price of the investment in the property of infrastructure business. 2. In the case of other property, the Management Company shall determine the value in accordance with the rules and procedures prescribed by the Association of Investment Management Companies, subject to consent of the Office of the SEC. 3. The use of decimals for the net asset value or investment unit value of a Mutual Fund shall be as follows: (1) The calculation and announcement of the net asset value shall be made to the second decimal point using the round-off method in accordance with international principles; (2) The investment unit value shall be calculated to the fifth decimal point using the round-off method in accordance with the international principles and the investment unit value shall be announced in four decimal places by deleting the fifth decimal point. Where the calculation under the first paragraph bears benefits, the Mutual Fund Management Company shall include such benefits as assets of the Mutual Fund. Additional Conditions: For the calculation method, calculation schedule, and the announcement of the asset value, net asset value, and investment unit value of the Mutual Fund, the Management Company shall comply with this clause, unless otherwise amended, changed, added, announced, prescribed, ordered, approved and/or relaxed by the SEC, the Office of the SEC, and/or any other competent authorities under law. The calculation of the asset value, the net asset value and the investment unit value of the Mutual Fund, as announced by the Management Company, is the calculation which uses the Appraisal Report or latest report on the Review of Appraisal as the base for determining the value of the property in which the Mutual Fund invests. Such value may not represent the investable value of such property. Rules and Procedures for Actions regarding Incorrect Value of Investment Units The company will disclose such events and changes, and rectify such value immediately through the Exchange's system.

89 89 Privileges of Unitholders 1. Entitlement to dividend Under clause 7, unitholders whose names are listed in the register of unitholders of the Mutual Fund are entitled to receive dividend in accordance with the rules specified in the Mutual Fund Project. 2. Right to vote in a resolution to amend the Mutual Fund Management Project or change the method of management Under clause specified in the Mutual Fund Project, each unitholder is entitled to vote in a resolution to amend the Mutual Fund Management Project or change the method of management, which requires a majority vote of the unitholders based on the number of investment units sold of the Mutual Fund. Amendment of the project or method of management shall be in accordance with the heading "Amendment of the Mutual Fund Management Project or Change of Management Method." 3. Right to receive repayment upon dissolution of the project Each unitholder is entitled to receive repayment upon dissolution of the Mutual Fund in proportion to their unitholder. The Management Company will engage a liquidator approved by the Office of the SEC to conduct the liquidation. The Management Company will cause the liquidator to distribute cash and/or other property to the unitholders in proportion to the total investment units sold upon termination of the Mutual Fund. 4. Right to transfer the investment units Unitholders are entitled to transfer investment units in accordance with the heading "Transfer of Investment Units." 5. Right to request holding of unitholders meeting The Management Company will cause a resolution to be sought by convening unitholders meeting upon a written request of unitholders who together represent 10% of the total number of investment units sold of the Mutual Fund, which clearly specifies the reasons for convening such meeting. 6. Other privileges 6.1 Right to pledge the investment units The unitholders of the Mutual Fund may pledge their investment units in accordance with the law and the rules and procedures specified by the Management Company and/or the Registrar. 6.2 Right to vote in a resolution concerning operation of the Mutual Fund's business Under clause specified in the Mutual Fund Project, the unitholders are entitled to vote in a resolution concerning operation of the Mutual Fund as specified in the project, which requires a majority vote of the unitholders holding more than one half of the total number of investment units sold of the Mutual Fund. 6.3 Right to cash distribution upon reduction of capital Unitholders are entitled to cash distribution upon reduction of capital in accordance with the rules and procedures specified in the Mutual Fund Project.

90 90 No. of Unit holders and Distribution of Units As of 19 September Strategic unit holders 1.1 Directors, manager, and executive management of infrastructure business including related persons and associated persons 1.2 Fund Management company and mutual fund manager 1.3 Unit holders who have a holding of above 5% including related persons 1.4 Controlling unit holders of infrastructure business No. of unit holders No. of units % of outstanding units 3 456, ,828, Unit Holders Holding > 1 Trading unit 6, ,715, Unit Holders Holding < 1 Trading unit Total unit holders 6, ,000, Major Unit Holders As of 19 September 2013 No. Name No. of units held % of total outstanding units 1 Amata B.Grimm Power Company Limited 171,428, Land and Houses Bank Public Company Limited 56,400, Krungthai-AXA Life Insurance Public Company 3 Limited 27,600, Government Saving Bank 26,810, Bank of Ayudhya Public Company Limited 13,100, Muang Thai Life Assurance Public Company Limited 12,400, Southeast Life Insurance Public Company Limited 9,523, Thai Reinsurance Public Company Limited 1,904, Thaire Life Assurance Public Company Limited 952, Thaisri Insurance Public Company Limited 952, Total 321,071, Foreign Shareholders As of 19 September 2013 No. of foreign unit holders 30 unit holders Total no. of units held 1,940,600 units or 0.32 % of total outstanding units Note: The infrastructure fund has a limitation on the percentage of foreign unit holders stated in the notification of Capital Market Supervisory Board No. TorNor 1/2011 Re: Rules, Conditions and Procedures for Establishment and Management of Infrastructure Fund. Others None

91 91 Statistical Summary Date Net Asset Value Distribution of Net Asset Value (Unit : baht) Per unit baht Deposits Investment Other Liabilities (baht) securities 20 September ,299,790, ,043, ,202,000,000 3,252, Prepared By Kasikorn Asset Management Company Limited Signed... Mr. Chongrak Rattanapian Executive Chairman