History

Pruksa Real Estate Plc. was founded by Mr.Thongma Vijitpongpun on April 20, 1993 with the initial registered capital of Baht 50 million. It concentrates on developing projects for townhouses,single-detached houses and condominiums. Mr. Vijitpongpun, the founder, had brought his experience and expertise in construction from government and private projects into the business of the Company. Such factor together with professional management team, outsourcing consultants for continuous development of entire corporate operation process, appropriate business strategy resulted in The Company’s positive bottom lines throughout the past 16 years of operation even during the economic downturn.

The Company’s products comprises of townhouses, singledetached houses and condominiums, focusing on Bangkok Metropolis and its suburbs in areas with high growth potential : . It has developed townhouses under the brands “Baan Pruksa”,“Pruksa Ville” , “The Connect” , "Pruksa Town" and "Urbano" focusing on low-to-middle income bracket market. Moreover, it produces, single-detached houses under the brand “Pruksa Village”, “Passorn” , “The Plant” , "PruksaNara" and "Pruksa Puri" for middle-to-high income bracket market. Lastly, the Company builds, condominium under the brands “Ivy Condominium”, “City Ville Condominium” , "The Tree Condominium", “The Seed Condominium” , "Chapter One Condo", "Condolette" , "be you" , "Fuse" and “the Urbano Absolute”

Unlike most other real estate developers who generally hire contactors to handle construction work for the entire project, the Company is a real estate developer that adopts modern construction Business Operation

technologies from foreign countries to construct housing units and manages the construction of projects itself. In operating a project, the Company will set up project specifications and detailed design. With respect to construction, the Company manages its own construction by dividing work into parts and hiring contractors to perform specific tasks such as constructing foundation, concrete work, building installation, tiling and roofing, whereas raw materials are bought in bulk by the Procurement Department. Engineers and foremen will oversee the construction work to ensure it is in compliance with the standards and specifications. With in-house construction management and adoption of such technologies, it can effectively control the quality, manage construction time and cost. As such, the Company becomes a low cost leader among real estate developers.

As approved from its Extraordinary General Meeting of Shareholders on April 22, 2005, the Company then increased its registered capital by issuing 532.5 million new shares with par
value of Baht 1. On April 27, 2005, the Company converted itself into a public company. Later on December 6, 2005, it started trading on the Stock Exchange of Thailand (SET) under the ticker “PS”.

As of 31 December 2008, the company has a registered capital of Baht 2,255,753,400 (being 2,255,753,400 common share at Baht 1 par). The paid up capital was 2,191,394,200 Baht and
shares.

- On 5 February 2009, the company has registered its paidup capital resulting from 5,169,900 Baht and shares resulting from warrant exercised. As such, the company’s paid-up capital reached 2,196,564,100 Baht and shares.

- On 7 August 2009, the company has registered its paid-up capital resulting from 5,086,500 Baht and shares resulting from warrant exercised. As such, the company’s paid-up capital reached 2,201,650,600 Baht and shares.

- On 4 December 2009, the company has registered its paidup capital resulting from 5,161,400 Baht and shares resulting from warrant exercised. As such, the company’s paid-up capital reached 2,206,812,000 Baht and shares.

- On 27 April 2010, the Company’s annual shareholders’meeting approved the decrease in the Company’s registered capital from 2,224,753,400 to 2,206,812,000 million Baht (@1 Baht par) by decreasing the common stocks of 17,941,000 shares previously issued for serving ESOP warrants exercised

- On the same day, the Company’s annual shareholders’ meeting also approve the increase in the Company’s registered capital from 2,206,812,000 Baht to 2,228,812,000 million Baht (@ 1 Baht par) to serve the 22,000,000 ESOP warrants exercised from the directors and company’s management.

- As at 30 December 2010, the Company has the registered capital of 2,228,812,000 million Baht (2,228,812,000 common stocks at 1 Baht par) with the paid up capital of 2,206,812,000 million Baht

Major BOI privileges

Exemption from corporate income tax on net profits derived from sale of residential units in the promoted projects for a period of five years commencing from the date it first generated income from such projects. However, the total amount of tax exemption varies, from Baht 14.3 million to Baht 183.4 million, according to investment capital (excluding cost of land), and net working capital on the commencement date of operation of such projects);
In case a BOI promoted project incurs losses during the period of corporate income tax exemption, the company can carry such losses forward for deduction from net profits for up to five years after the expiration date and the company may choose to take the deduction in either any specific year or over several years.

In addition, the company's shareholders are exempt from income tax on dividend income from the BOI promoted activities during the corporate income tax exemption period.

The foregoing BOI privileges are subject to certain conditions. The Important ones are summarized below:

The Company must have Thai nationals holding in aggregate not less than 51.0% of its registered capital.
The sale price of a housing unit shall not exceed Baht 600,000.0, including cost of land.
The function area of each unit shall not be less than 31.0 square meters.
The location of the project must be as prescribed in specific BOI certificates. With respect to the size, it must not be less than 150 units.
The Company must receive certification of quality at ISO9000 standard or equivalent.

In 2005, revenues from the BOI promoted projects totaled Baht 1,913.3 million, accounting for 25.1% of revenue from real estate sales.

Subsidiary

The Company has 9 subsidiaries. The first one was Kaysorn Construction Co.,Ltd. with registered capital of Baht 1.0 million on February 2, 2005. It operates as a contractor for housing decoration.. The Company holds 9,993 shares, representing 99.93% of its registered capital.

The consequent two subsidiaries, Putthachart Estate Co.,Ltd and Phanalee Estate Co.,Ltd, were incorporated on October 2,2006, with an initial registered share capital of Baht 1.0 million each (10,000 shares at Baht 100 par value). The Company holds 99.99% of each subsidiary. Both companies are property developers for greater flexibility in business operation. The two subsidiaries increased their authorized share capital from Baht 1 million to Baht 50 million (500,000 shares at Baht 100 par value) on November 22, 2006.

During 2007, The Company increased its investment in the two subsidiaries to Baht 50,000,000 each. On September 12, 2007, Phanalee Estate Co.,Ltd. had increased registered capital from
Baht 50 million to Baht 200 million (2,000,000 shares at Baht 100 par value). The said amount was fully paid up in June 2008.

Lastly, a subsidiary “Preuksa Overseas Co.,Ltd” was established on 17 November 2008 in order to operate real estate business outside Thailand with Baht 100 million capital registered.

In 2009 and the first quarter of 2010, another 5 subsidiaries were set up and in-process of setting up

1) Preuksa International Co.,Ltd., a new subsidiary for construction and development of housing projects outside Thailand, was set up with Baht 100,000,000 and later increased to Bt.
500,000,000 registered capital. Preuksa Real Estate Pcl. Holds 99.97%.

2) Preuksa India Housing Private Ltd., a new subsidiary in Bangalore, Karnataka State for construction and development of housing projects in India, was set up with Rs 10,000,000 (Ten million Rupees). Preuksa Overseas Co.,Ltd. and Kaysorn Construction Co.,Ltd. each hold 50% in the company.

3) Preuksa India Construction Private Ltd., a new subsidiary in Bangalore, Karnataka State for construction and development of housing projects in India, was set up with India Rupees 500,000 registered capital.

4) Preuksa Vietnam Ltd, a new subsidiary in Hai Phong, Socialist Republic of Vietnam, was set up with VnD 170,000,000,000 registered capital. The purpose is for construction and development of housing projects in Vietnam. 85% Of the company (or approximately Baht 297.7 million) will be held by Preuksa International Co.,Ltd. Another 15% will be held by a Vietnam company.

5) Preuksa Vietnam Construction Company Limited, a new subsidiary for construction business in Vietnam was set up with VnD 850,000,000 Registered Capital, 100% will be held by Preuksa
Overseas Co.,Ltd., a subsidiary of Preuksa Real Estate Pcl.

As at 31 December, 2009 several changes in subsidiaries has resulted in as follows

1) Preuksa Overseas Co., Ltd. achieved the increase in registered capital and paid-up to Baht 200 million.

2) Kaysorn Construction achieved the increase in registered and paid-up capital to Baht 100 million.

3) Phuttachart Estate achieved the increase in registered and paid-up capital to Baht 100 million.

Major Developments during the past eight years :


2003	The paid-up capital increased from Baht 920.0 million to Baht 1,388.0 million.
2004	The paid-up capital increased from Baht 1,388.0 million to Baht 1,700.0 million. The construction of a Precast concrete factory with a semi-automated pallet circulating system commenced, featuring the most modern technology in Thailand, at the cost of approximately Baht 650.0 million (excluding the cost of land). To support the company's growth the Enterprise Resource Planning or ERP system was implemented and the SAP applications software was employed to accommodate the system. This project cost Baht 30.0 million.
2005	- The Precast Concrete Factory was completed and has started producing housing parts. - The Precast Fence and Pillar Factory, with approximately Baht 150 million project cost (excluding the value of the land at location), was completed and has commenced production. - The Company set up Kaysorn Construction Company Limited to be a contractor for housing decoration. - The Company set up the Business Processes Improvement and Workforce Management Systems, a solution offered by IBM (Thailand) Co., Ltd. The value of the project is Baht 12.7 million. The systems are designed to improve the business processes (including construction, sales, marketing and services) of the Company and personnel management. The purpose of this improvement is to support the business expansion, to increase the competitive edge in the future and to reduce the operating cost. - The Company converted itself into a public company and increased its registered capital from Baht 1,700 million to Baht 2,232.5 million and reduced the par value from Baht 100 to Baht 1. - The Stock Exchange of Thailand has granted a listing of common shares of Preuksa Real Estate Public Company Limited under the ticker “PS” of which trading began on December 6, 2005.
2006	The Company increased its paid-up capital from Baht 2,125.0 million to Baht 2,159.7 million on January 9, 2006. The Company increased its paid-up capital from Baht 2,159.7 million to Baht 2,166.7 million on July 5, 2006, to accommodate the first exercise of warrants by the Company’s directors, employees and advisors and/or the subsidiaries (PS-WA), in a total amount of 6,992,400 units on June 30, 2006. The Company has adopted Business Process Improvement (BPI), Business Intelligence (BI) and Balance Score card Software to enhance the Company’s operations and management. Precast Concrete Factory was modified for more efficiency in production process. The Company has set up two new subsidiaries named Putthachart Estate Company Limited and Phanalee Estate Company Limited, with an initial registered share capital of Baht 1 million each and later registered to increase the authorised share capital to Baht 50 million on November 22, 2006. The Company was granted approval of issuance of shortterm Bill of Exchange (BE) (within 270 days) to investors at a total amount of Baht 1,000 million.
2007	The Company increased its paid-up capital from Baht 2,166.7 million to Baht 2,173.8 million on January 10, 2007, to accommodate the second exercise of warrants by the Company’s directors, employees and advisors and/or the subsidiaries (PS-WA), in a total amount of 7,104,600 units, on December 29, 2006. As per the 2007 Annual General shareholders’ Meeting’s approval, the Company registered the decrease in authorised share capital through eliminating non-traded shares of the Company in the amount of 7,746,600 shares at a par value of Baht 1, and also registered the Amendment of Memorandum of Association Article no.4 to be in line with the decrease of the Company’s registered capital, from Baht 2,232.5 million to Baht 2,224.75 million, with the Ministry of Commerce, on April 20, 2007. As per the 2007 Annual General shareholders’ Meeting’s approval, the Company registered the increase in authorised share capital and also registered the Amendment of Memorandum of Association Article no.4 to be in line with the increase of the Company’s registered capital, from Baht 2,224.75 million to Baht 2,255.75, with the Ministry of Commerce, on April 23, 2007. As per the 2007 Annual General shareholders’ Meeting’s approval, the Company registered the Amendment of Memorandum of Association Article no.3 in respect of the Company’s Objectives, from 36 to 42 clauses, with the Ministry of Commerce, on April 23, 2007. At the 2007 Annual General shareholders’ Meeting held on April 9, 2007, the shareholders approved the issuance and offer for sale of Debt Securities under the project (Shelf Filing) to decrease the financial cost of the Company and to provide an alternative of sources of funds for project development. The maximum amount of Debt Securities must not exceed Baht 2,000 million within three years. The Company issued 2 Tranche of unsubordinated and unsecured debentures in an aggregate amount of Baht 1,000 million (however the outstanding balance as at 31 December 2009 is Baht 600 million) as follow: Tranche 1: Debenture of Baht 600 million (600,000 units at Baht 1,000), issued on August 8, 2007, bears interest at 4.91% per annum, semi-annually payable and matures on August 9, 2010. Tranche 2: Debenture of Baht 400 million (400,000 units at Baht 1,000), issued on August 15, 2007, bears interest at 4.68% per annum, semi-annually payable andalready matured on August 17, 2009. The Company has adopted a SBU (Strategic Business Unit) structure to accommodate its long-term growth. The Company increased its paid-up capital from Baht 2,173.8 million to Baht 2,180.2 million on August 9, 2007, to accommodate the third exercise of warrants by the Company’s directors, employees and advisors and/or the subsidiaries (PS-WA), in a total amount of 6,327,800 units on July 31, 2007.
2008	- The company increased its paid up capital from Baht 2,180.2 million to Baht 2,185.95 million on 6 Febuary 2008 to accommodate the fourth exercise of warrants by the Company’s directors, employees and advisors and/or the subsidiaries (PS-WA), in a total amount of 5,774,500 units on January 31, 2008. - The company builted a plant manufacturing precast steelreinforced concrete panel with special element. The project value is Baht 90 million excluding land cost and is on stream in June 2008 with 400-cubic-metre-per-month capacity. This locates in the same area of the first and second plant). - The company increased its paid up capital from Baht 2,185.95 million to Baht 2,191.39 million on 8 August 2008 to accommodate the fifth exercise of warrants by the Company’s directors, employees and advisors and/or the subsidiaries (PS-WA), in a total amount of 5,441,500 units on July 31, 2008.
2009	- At the 2008 Annual General shareholders’ Meeting held on April 11, 2008, the shareholders approved the issuance and offer for sale of Debt Securities under the project (Shelf Filing). The maximum amount of Debt Securities must not exceed Baht 2,000 million within three years. The Company issued unsubordinated and unsecured debentures in an aggregate amount of Baht 1,500 million with 3 years tenor. The interest was fixed at 5.25% for the first 1.5 years and 5.75% for the 1.5 year later. Date of issuance was 29 January 2009 with the maturity date of 29 January 2012. - The company increased its paid up capital from Baht 2,191.39 million to Baht 2,196.6 million on 5 Febuary 2009 to accommodate the sixth exercise of warrants by the Company’s directors, employees and advisors and/or the subsidiaries (PS-WA), in a total amount of 5,169,900 unit on 31 January 2009. - The company increased its paid up capital from Baht 2,196.6 million to Baht 2,201.65 million on 7 August 2009 to accommodate the seventh exercise of warrants by the Company’s directors, employees and advisors and/or the subsidiaries (PS-WA), in a total amount of 5,086,500 unit on 31 September 2009. - The company increased its paid up capital from Baht 2,201.65 million to Baht 2,206.8 million on 4 December 2009 to accommodate the eightth exercise of warrants by the Company’s directors, employees and advisors and/or the subsidiaries (PS-WA), in a total amount of 5,161,400 unit on 30 November 2009.
2010	- The Company’s English name changed from “Preuksa Real Estate Pcl.” to “Pruksa Real Estate Pcl.”. The Company’s brand also change to reflect new name & re-branding. - After announcing 2009 audited financial statement, the Company became the largest residential developer in Thailand in term of revenue. - The Company officially launched several local condo brands : Chapter One, Condolette, Fuse, Urbano (Townhouse and Condo) and its first international brand “Coral Ville“ in Maldives - In Hulhumale, Maldives, after signing the JV agreement with Housing Development Corporation (HDC), the Company started launching low rise condominiums “Coral Ville” and achieved 93% sales. - In Bangalore, India, the Company acquired its first land plot successfully ~ 65 Rai (26 Acres) , got all licenses approval and started doing pre launch the first phase of row houses and Villas project at Budigere - In Mumbai, India, the Company signed Joint Venture Agreement with SOHAM Group of Companies to start developing the 1st project of row houses, twin homes and villas at Pimplas Thane. . - In Hai phong, Vietnam, the Company signed 85% Joint Venture Agreement with Hoang Huy Service Investment Co.