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Clarification Regarding Royal Orchid Hotel (Thailand) PCL. Disclosure to Public that the Payment Method for the Buy-Back of the Property Doesn't Comply with the Terms Stipulated in the Asset Sale and Purchase Agreement of Immovable & Movable Property

The Stock Exchange of Thailand·07/15/2026 14:46:19
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No. RMG 51/2026 15 July 2026 Subject: Clarification Regarding Royal Orchid Hotel (Thailand) Public Company Limited Disclosure to Public that the Payment Method for the Buy-Back of the Property Does Not Comply with the Terms Stipulated in the Asset Sale and Purchase Agreement of Immovable and Movable Property (Royal Orchid Sheraton Hotel and Towers Project) To: The President The Stock Exchange of Thailand One Asset Management Company Limited ("ONEAM"), in its capacity as the REIT Manager of the Grande Royal Orchid Hospitality Real Estate Investment Trust with Buy-Back Condition ("GROREIT"), which invested in the property of the Royal Orchid Sheraton Hotel and Towers Project (the "Property"), hereby clarifies regarding the payment method for the buy-back price of the Property as publicly disclosed by Royal Orchid Hotel (Thailand) Public Company Limited ("ROH") through the electronic media system of the Stock Exchange of Thailand, to the effect that the payment method for the buy-back price of the Property does not comply with the terms stipulated in the Asset Sale and Purchase Agreement of Immovable and Movable Property (Royal Orchid Sheraton Hotel and Towers Project) (the "SPA"). ONEAM wishes to set out information regarding the payment method of the buy-back of the Property and the sequence of events prior to the buy-back due date, as follows: 1. Payment of the Buy-Back of the Property Pursuant to the Lease Agreement for Immovable and Movable Property of the Royal Orchid Sheraton Hotel and Towers Project (the "Lease Agreement") between MFC Asset Management Public Company Limited ("MFC") in its capacity as the Trustee of the GROREIT and ROH, each party is required to complete the following actions no later than the last business day of the fifth lease year (i.e., 14 July 2026): 1.1 ROH shall pay to the GROREIT the purchase price for the leased property in the amount of THB 4,873 million; 1.2 GROREIT shall register the transfer of ownership and deliver the leased property free and clear of any encumbrances to ROH at the relevant land office, together with deliver the title deeds of the leased property and all related documents to ROH. Items 1.1 and 1.2 shall occur simultaneously; and 1.3 GROREIT shall deliver possession of the leased property to ROH. 2. Sequence of Events Prior to the Buy-Back Due Date In this regard, on 2 July 2026, ROH invited ONEAM, MFC, and the Government Savings Bank in its capacity as lender to the GROREIT to attend a meeting with parties that ROH represented to be representatives of the financial institution and/or fund from which ROH was seeking financing to pay the buy-back price of the Property, who attended online, together with representatives of parties who would co-invest in a newly established company to purchase the Property. At such meeting, the said financial institution and/or fund raised questions regarding the payment process, expressing concern as to how they could be assured that, upon making payment to the GROREIT, the GROREIT would transfer the Property to ROH and ROH would then transfer ownership of the Property to the newly established joint venture company. ONEAM and MFC explained that, since the Property is currently registered with a mortgage in favor of the Government Savings Bank, the outstanding loan to the Government Savings Bank must first be repaid before the Government Savings Bank will discharge the mortgage, and that only upon the GROREIT receiving the buy-back price would it be able to transfer ownership to ROH, who could then transfer ownership onward to the newly established joint venture company. The Government Savings Bank informed the meeting that if the loan repayment were made by cashier's cheque, the cheque's confirmation process would need to be completed before the mortgage could be discharged, and if the cheque's confirmation is done but the clearing process is not yet complete on the same day, one additional day's interest would need to be paid to the Government Savings Bank, with a risk that the two subsequent ownership transfer registrations might not be completable on the same day. The prospective lender to ROH then asked whether the payment could be split, with a separate payment made directly to the Government Savings Bank first. Both the Government Savings Bank and the GROREIT raised no objection and indicated that if payment were made by Bahtnet transfer, the process would be faster, by splitting the transfer into two parts, one to the Government Savings Bank and one to the GROREIT, and no one at the meeting objected. ROH also requested the GROREIT to prepare details of such payment arrangement and send them for onward transmission to the prospective lender. MFC subsequently sent a letter to ROH on 8 July 2026 in accordance with what had been discussed at the meeting, providing payment details in two parts as enquired by the financial institution that would be lending to ROH. However, on 13 July 2026, MFC received a letter from ROH dated 10 July 2026 alleging a breach of agreement and requesting rectification. Accordingly, on the same day, MFC sent a new letter to ROH reverting to a single full-amount payment to be transferred to the GROREIT. ONEAM, as REIT Manager of the GROREIT, and MFC, as Trustee of the GROREIT, wish to state that splitting payment between the mortgage creditor and the title holder when registering a transaction at a land office is normal practice. Nonetheless, if ROH was of the view that GROREIT's request to split the payment into two parts constituted a breach of agreement, ROH could have presented a cashier's cheque or made a BAHTNET transfer of the full amount on 14 July 2026. Had the GROREIT been unable to transfer ownership to ROH in such case, the GROREIT would have been in default and in breach of agreement. The fact of the matter, however, is that no cashier's cheque or payment of any kind was presented to the GROREIT at the land office on 14 July 2026, notwithstanding that MFC had already sent a letter on 13 July 2026 notifying ROH to make full payment to the GROREIT. ONEAM, as REIT Manager of the GROREIT, and MFC, as Trustee of the GROREIT, hereby confirm that the GROREIT was not in breach of the SPA. The request to split the payment as described above was made at the enquiry of the financial institution that would be lending to ROH, and the GROREIT was endeavoring to assist ROH in completing the buy-back in accordance with the SPA. When ROH indicated that it did not wish to have the payment split, the GROREIT sent a letter requiring full payment to be made to the GROREIT before the date on which ROH was required to complete the buy-back. Nonetheless, it was ROH itself that failed to appear to buy back the Property in accordance with the SPA. ROH's buy-back right has therefore expired. Please be informed accordingly. Yours sincerely, (Mr. Alongkorn Prathanrasnikorn) Chief Property and Trust Officer One Asset Management Limited ______________________________________________________________________ This announcement was prepared and disseminated by listed company or issuer through the electronic system which is provided for the purpose of dissemination of the information and related documents of listed company or issuer to the Stock Exchange of Thailand only. The Stock Exchange of Thailand has no responsibility for the correctness and completeness of any statements, figures, reports or opinions contained in this announcement, and has no liability for any losses and damages in any cases. In case you have any inquiries or clarification regarding this announcement, please directly contact listed company or issuer who made this announcement. If you would like to see the full details of this information, please click view "full details" in attached file.