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Disposal of Core Assets of GROREIT, and Notification of Record Date for Determining the List of Unitholders Entitled to Attend the Unitholders' Meeting of the Trust No. 1/2026 to Consider the Disposal of Core Assets and Termination of the GROREIT

The Stock Exchange of Thailand·09/15/2026 01:44:01
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Schedule of unitholder meeting/Two-way communication Subject : Schedule of unitholder meeting Date announced : 15-Sep-2026 Meeting date of unitholders : 28-Oct-2026 Beginning time of meeting (hh:mm) : 14 : 00 Record date for the right to attend the : 29-Sep-2026 meeting Ex-meeting date : 28-Sep-2026 Significant agenda item : - Agenda 1 To consider and approve the disposal of the Core Assets to Royal Orchid Hotel (Thailand) Public Company Limited. Agenda 2 To consider and approve the disposal of the Core Assets to Orchid Hospitality Company Limited. Agenda 3 To consider and approve the disposal of the Core Assets of the GROREIT by way of open auction. Agenda 4 To consider and approve the termination of the GROREIT, liquidation, and appointment of a liquidator. Agenda 5 Other matters (if any) Venue of the meeting : via electronic means Remark : No. RMG 79/2026 15 September 2026 Subject: Disposal of Core Assets of the Grande Royal Orchid Hospitality Real Estate Investment Trust with Buy-Back Condition, and Notification of Record Date for Determining the List of Unitholders Entitled to Attend the Unitholders' Meeting of the Grande Royal Orchid Hospitality Real Estate Investment Trust with Buy-Back Condition No. 1/2026 to Consider the Disposal of Core Assets of the GROREIT and Termination of the GROREIT To: President Stock Exchange of Thailand The Board of Directors' Meeting No. 5/2026 of 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"), held on 14 September 2026, has passed the resolutions to approve the disposal of the "Core Assets" or "Property" (Royal Orchid Sheraton Hotel and Towers Project) of GROREIT. The key details are summarized as follows: Further to ONEAM's disclosure, in its capacity as REIT Manager of the GROREIT, regarding the failure of Royal Orchid Hotel (Thailand) Public Company Limited ("ROH") to buy back the Core Assets upon the expiry of the lease term (on 14 July 2026) in accordance with the terms stipulated in the Asset Sale and Purchase Agreement of Immovable and Movable Property (Royal Orchid Sheraton Hotel and Towers Project) (the "Asset Sale and Purchase Agreement"), which ONEAM disclosed through the electronic system of the Stock Exchange of Thailand on 14 July 2026. The Board of Directors' Meeting No. 5/2026 of ONEAM has approved the convening of the Unitholders' Meeting of the GROREIT No. 1/2026, to be held via electronic means on 28 October 2026 at 14:00 hours, in accordance with the applicable laws and regulations governing meetings held by electronic for the purpose of considering and approving the disposal of the Core Assets of the GROREIT in accordance with the following agenda: Agenda 1 To consider and approve the disposal of the Core Assets to Royal Orchid Hotel (Thailand) Public Company Limited at a price of THB 4,873 million, within 14 days from the date of receipt of the resolution of approval from the Unitholders' Meeting Rationale: On 14 August 2026, ROH sent a letter to the GROREIT confirming its right and readiness to exercise its buy-back option for the Core Assets at a price of THB 4,873 million, with financial support secured from its investment backer, subject to due diligence results, internal approval processes, and the execution of relevant documentation by such investment backer. ROH also requested the GROREIT to perform its obligations under the relevant agreements in full, and requested MFC Asset Management Public Company Limited ("MFC"), in its capacity as Trustee of the GROREIT, and ONEAM, in its capacity as REIT Manager, to coordinate with ROH promptly to take all necessary actions to complete the sale and transfer of the Property. Although the REIT Manager and the Trustee are of the joint view that ROH's buy-back right under the SPA has expired according to the Asset Sale and Purchase Agreement, in order to afford the unitholders the opportunity to consider all options with respect to the disposal of the Core Assets, the Board of Directors of ONEAM has resolved to propose this matter to the Unitholders' Meeting for consideration, in accordance with ROH's notification and within an appropriate timeframe. Agenda 2 To consider and approve the disposal of the Core Assets to Orchid Hospitality Company Limited at a price of THB 5,300 million, within 14 days from the date of receipt of the resolution of approval from the Unitholders' Meeting, or from the date on which ROH fails to perform in accordance with the prescribed conditions and timeframe in the event that the Unitholders' Meeting has passed a resolution approving Agenda 1, whichever occurs later Rationale: On 4 September 2026, Orchid Hospitality Company Limited submitted a letter of offer to purchase the immovable and movable property of the Royal Orchid Sheraton Hotel and Towers Project at a price of THB 5,300 million. The Board of Directors of ONEAM has accordingly resolved to propose this matter to the Unitholders' Meeting for consideration as a further alternative for the disposal of the Core Assets, in the event that the Unitholders' Meeting does not pass a resolution approving Agenda 1, or in the event that ROH fails to perform in accordance with the prescribed conditions and timeframe where the Unitholders' Meeting has passed a resolution approving Agenda 1, whichever occurs later. Agenda 3 To consider and approve the disposal of the Core Assets of the GROREIT by way of open auction, with a general mandate (General Mandate) granted to One Asset Management Company Limited, in its capacity as REIT Manager to proceed with such disposal in accordance with the resolution of the Unitholders' Meeting, whether in the event that Agenda 1 and/or Agenda 2 is not approved, or is approved but cannot be implemented Rationale: In the event that Agenda 1 and/or Agenda 2 is not approved by the Unitholders' Meeting, or are approved but cannot be implemented, the Board of Directors of ONEAM has resolved to propose this matter to the Unitholders' Meeting for consideration as a further alternative for the disposal of the Core Assets, whether in the event that Agenda 1 and/or Agenda 2 is not approved, or is approved but cannot be implemented. * Full details and conditions of the disposal of the Core Assets under Agenda 1 through 3 will be set out in the notice convening the Unitholders' Meeting No. 1/2026, which will be sent to the unitholders at least 14 days prior to the date of the Unitholders' Meeting. Agenda 4 To consider and approve the termination of the GROREIT, liquidation, and appointment of a liquidator Rationale: In the event that the GROREIT has completed the disposal of its Core Assets in accordance with the resolution approved by the Unitholders' Meeting under any of the foregoing agenda, the REIT Manager will proceed with the termination of the GROREIT by reserving funds for various actions required during the liquidation process, including expenses for any legal proceedings (if any), the liquidation process itself, and the appointment of a liquidator, in accordance with the conditions stipulated in the Trust Deed and the relevant regulations. Agenda 5 Other matters (if any) In this regard, ONEAM, in its capacity as REIT Manager, will set 29 September 2026 as the Record Date for determining the list of unitholders entitled to attend the Unitholders' Meeting No. 1/2026 of the GROREIT, and will subsequently dispatch the notice of meeting to unitholders. Please be informed accordingly. Yours sincerely, - Alongkorn Prathanrasnikorn - (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. 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