A Guide to

Infrastructure Trust

Infrastructure TrustInfrastructure Trust is a trust investing in infrastructure projects that provide

benefi ts to the public either in Thailand or overseas. The infrastructure projects cover the followings:

■ Railroad ■ Electrical power generation system■ Waterworks ■ Road or expressway or concession way■ Airport ■ Deep sea port■ Telecommunications system ■ Alternative energy■ Irrigation system ■ Natural disaster prevention system ■ Pipeline transportation system ■ Multi-infrastructure project with joint

benefi ts to the community or interconnected communities

Infrastructure Trust is an alternative fi nancial tool for both public and private organizations to raise fund from capital market on top of listing on the stock exchange or borrowing from banks. The company can raise fund from the infrastructure project and utilize that capital to expand business at a favorable cost. Another advantage is that the trust can invest in infrastructure assets of greenfi eld and / or brownfi eld projects.

Infrastructure Assets,Enhance Value Creation

Components ofInfrastructure Trust

Steps to Set up a TrustTrustee appoints the trust manager to invest and manage the trust. The trust

manager is obliged to perform due diligence on the investing asset, establish the trust and submit together with the fi nancial advisor1 a public off ering application of trust certifi cates to the SEC. After the SEC’s approval is granted, the trust manager must appoint the underwriter to distribute trust certifi cates to general public. After the designated underwriter has transferred the raised capital to the trust, the trust manager has to invest the capital in the infrastructure projects and effi ciently manages the trust in order to generate income with utmost benefi ts, and pay dividend to the trust unit holders.

1 Financial Advisors are according to the SEC approval list and independent from Infrastructure asset’s sponsor.

Trust Manager TrusteeInfrastructure Trust

InvestorInvestorInvestor Underwriter

Ñ Submit Filing to Off er Trust Certifi cates (TC) to public

¤ Invests £ Revenue

¥ Dividends

ñ Distributes Trust Certifi cates viaunderwriters

¡ Funds transferred to subscription account

¿ Transfers Fund to Trust

(Trust Certifi cate holders)

(Infrastructure Assets in Thailandand/or Overseas)

Holds title in assets

Oversees TrustManager

ManagesTrust

TrusteeQualifi cations Responsibilities

● A fi nancial institution permitted to become a trustee or a company in which ≥ 99% of share is held by a fi nancial institution permitted to become a trustee

● Paid-up capital ≥ THB 100 million● Being independent from Trust

Manager● Holding ≤ 50% of the total number of

the trust units and of each tranche (if any)

● Having been approved by the SEC

1) Ensures that Trust Manager manages the Trust in accordance with the trust deed

2) Accounts assets which belong to the trust separately from the Trustee’s assets and oversees all transactions occurred at the trust level

3) Attends unit holders’ meeting and provides opinions when the Trust Manager seeks resolution on whether certain matters are in accordance with the trust deed

4) Organizes a meeting with unit holders to seek resolutions in selecting a new Trust Manager (when in need of a new Trust Manager)

Relevant Parties

Trust ManagerQualifi cations Responsibilities

● An asset management company well-equipped with at least 2 qualifi ed personnel

● A Thai juristic person with:■ ≥ THB 10 million of paid-up capital■ Main business in managing

Infrastructure Trust. In the event that Trust Manager also operates other businesses, a system to prevent confl ict of interest must be established.

■ at least 2 directors being Thai residents and one of them being independent director

■ at least one third of the board members being independent directors

■ no directors, executives or major shareholder possessing prohibited characteristics

● Having been approved by the SEC

1) Submits an application of public off ering to the SEC

2) Determines Trust operation and investment strategies

3) Invests and seeks benefi ts from infrastructure assets

4) Manages the Trust in accordance with the trust deed and relevant laws

5) Calculates and discloses the value of the trust assets and the trust unit

6) Maintains assets in a condition suitable to seek benefi ts

7) Determines dividend payment8) Organizes an annual meeting for unit

holders and any other meeting as requested by unit holders

InfrastructureListing Procedure

Reference■ Capital Market Supervisory Board (CMSB) Announcement Tor. Jor. 12/2558

■ Regulations of The Stock Exchange of Thailand: Listing, Disclosure of

Information and Delisting of the Infrastructure Trust Units

Trust Manager

and Financial Advisor Filing Preparation

Listed Infrastructure Trust on SET

Filing PublicOff ering Application

Distribution ofTrust Certifi cates ■ Application review

45 days upon the completion of the documents

■ Within 6 months after the approval of the SEC

■ AcquireInfrastructure Assets within 6 months upon the completion of public off ering

■ Within 45 business days upon the completion of public off ering

InfrastructureTrust Establishment

SEC, SET and Financial Advisor

SET andTrust

Manager

Underwriter

Trust Manager

Procedure depends on complication of the case

Minimum size ● Paid-up capital ≥ THB 10,000 million ● At least THB 3,000 million per project

Units transaction Infrastructure Trust may be either listed or not listed on SETInvestment ● No restriction on asset’s location

● Direct investment by acquiring or obtaining the ownership of infrastructure assets / leasehold / concession / future cash flow / claim on purchase agreement or construction contract of the infrastructure project

● Indirect investment by holding shares at least at the supermajority proportion required by that nation (but not less than 40%) in the company that invests in the infrastructure assets ≥ 75% of the total company’s assets, or generates income from the infrastructure assets ≥ 75% of the total revenue

Distribution and allocation of units

● In case of the allocation through high net worth investors (HNW)2

■ A minimum of 2 unit holders ● In case of public offering

■ Allot the shares to general public through underwriter ■ Have a minimum of 250 unit holders■ List on SET with the free float ≥ 20% of each tranche and

maintain free float ≥ 15% of each tranche after listing Development of the infrastructure project (green-field project)

● Greenfield project > 30% of the NAV: the trust can allot the units only through HNW

● Greenfield project ≤ 30% of the NAV: the trust can allot the units through either HNW or general public

Holding restriction for any person or group of persons

Not more than 50% of the total number of the trust units and of each tranche (if any)

Leverage limit ● No limitation for the trust that offers to HNW● Maximum 3 times of equity for the trust that offers to public

Dividend policy ● ≥ 90% of adjusted net profitFinancial Statement ● Audited by a qualified auditor on the approval list of the SECAccounting Standard ● Thai GAAP

2 HNW = High Net Worth investor who individually purchases unit trust at minimum of THB 10 million or accumulated THB 10 million.

Criteria of Infrastructure Trust

Contact detailsThe Stock Exchange of Thailand

New Listing Department

Email: foreignlisting@set.or.th

www.set.or.th