Date/Time 14 Jul 2026 18:10:00

Headline

Royal Orchid Hotel (Thailand) Public Company Limited Fails to Buy Back the Property in Accordance with the Sale and Purchase Agreement

Symbol GROREIT
Source GROREIT
No. RMG 49/2026 14 July 2026 Subject: Royal Orchid Hotel (Thailand) Public Company Limited Fails to Buy Back the Property in Accordance with the Sale and Purchase Agreement To: The President The Stock Exchange of Thailand One Asset Management Limited, ("ONEAM") in the capacity as the REIT Manager of the Grande Royal Orchid Hospitality Real Estate Investment Trust with Buy-Back Condition (the "GROREIT"), which invested in the property of Royal Orchid Sheraton Hotel and Towers Project (the "Property") by acquiring such Property from Royal Orchid Hotel (Thailand) Public Company Limited ("ROH"), as the previous owner. Following the acquisition, ROH leased the Property back from the GROREIT for the operation of the hotel business. In this regard, under the Asset Sale and Purchase Agreement of Immovable and Movable Property (Royal Orchid Sheraton Hotel and Towers Project) (the "SPA"), ROH is obligated to buy-back the Property upon the expiry of the fifth lease year (by 14 July 2026) at the agreed purchase price of THB 4,873 million (exclusive of VAT). If ROH buy-backs the Property, the GROREIT will use the proceeds to repay its outstanding loan under the loan agreement, distribute the remaining proceeds to the unitholders, and dissolute the GROREIT in accordance with the applicable regulations of the Office of the Securities and Exchange Commission. ("SEC") ONEAM hereby informs that, on 14 July 2026, being the due date for performance under the SPA, ROH failed to buy-back and take transfer of ownership of the Property at the relevant Land Office as required under the SPA. Therefore, ONEAM has notified the MFC Asset Management Public Company Limited ("MFC") in their capacity as the trustee of the GROREIT. On 15 July 2026, MFC in will proceed with the following actions, which can be summarized as follows: 1. Issue a notice to ROH informing it of its failure to buy-back the Property within the prescribed period and the expiry of the lease term, and requiring ROH to comply with its obligations under the Asset Sale and Purchase Agreement and the Lease Agreement of Immovable and Movable Property (Royal Orchid Sheraton Hotel and Towers Project), by cooperating with the representatives of the REIT Manager and/or the trustee, and otherwise complying with all relevant agreements and arrangements, within 30 days from the date of the notice. 2. Issue a notice to Starwood Hotel & Resorts Worldwide, Inc. ("Starwood") informing it of the expiry of ROH's lease of the Property. MFC, in it capacity as the trustee of the GROREIT, will engage Starwood to act as the interim hotel manager in place of ROH, the current contracting party, in order to ensure the uninterrupted operation of the hotel. 3. Issue a notice to the Government Savings Bank requesting an extension of the loan repayment period, waivers of certain covenant requirements, and the Bank's consent in respect of the financing arrangements, as ROH has failed to buy-back the Property within the period and in accordance with the prescribed terms and conditions. In addition, ONEAM in the capacity as the REIT Manager of GROREIT and MFC in their capacity as the trustee of the GROREIT will consider the course of action to be taken in relation to the Property in order to maximize the benefit to the GROREIT and its unitholders and will notify the unitholders accordingly. 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. If you would like to see the full details of this information, please click view "full details" in attached file.