PART I

THE ISSUING COMPANY

+----------------------+---+-------------------------------------------+
| The Issuing Company  | : | Laguna Resorts & Hotels Public            |
|                      |   |  Company Limited (the “Company” or “LRH”) |
+----------------------+---+-------------------------------------------+
| Type of Businesses   | : | Major businesses are hotel business an    |
|                      |   | d property development. The subsidiaries  |
|                      |   | also engage in operating a golf club, sal |
|                      |   | es of merchandise, office and resort rent |
|                      |   | al and sales of holiday club memberships. |
+----------------------+---+-------------------------------------------+
| Corporate            | : | 0107535000371 (Former: Bor Mor Jor 70)    |
| Registration Number  |   |                                           |
+----------------------+---+-------------------------------------------+
| Registered Capital   | : | Baht 2,116,753,580                        |
+----------------------+---+-------------------------------------------+
| Issued and Paid-up   | : | Baht 1,666,827,010                        |
| Capital              |   |                                           |
+----------------------+---+-------------------------------------------+
| Head Office          | : | Tha                                       |
|                      |   | i Wah Tower I, 6^(th), and 22^(nd) floor, |
|                      |   |                                           |
|                      |   | 21/11, 21/12B, 21/13, 21/65 and 21/66     |
|                      |   |                                           |
|                      |   | South Sathorn Road, Tung                  |
|                      |   | mahamek, Sathorn, Bangkok 10120, Thailand |
+----------------------+---+-------------------------------------------+
| Branches             | : | Branch 1                                  |
|                      |   |                                           |
|                      |   | 390 Srisoontorn Road, Che                 |
|                      |   | rngtalay, Thalang, Phuket 83110, Thailand |
+----------------------+---+-------------------------------------------+
|                      |   | Branch 2                                  |
|                      |   |                                           |
|                      |   | 390/1 Moo 1, Srisoontorn Road, Che        |
|                      |   | rngtalay, Thalang, Phuket 83110, Thailand |
+----------------------+---+-------------------------------------------+
|                      |   | Branch 3                                  |
|                      |   |                                           |
|                      |   | 390/62 Moo 1, Srisoontorn Road,           |
|                      |   | Cherngtalay, Thalang, Phuket 83110,       |
|                      |   | Thailand                                  |
+----------------------+---+-------------------------------------------+
|                      |   | Branch 4                                  |
|                      |   |                                           |
|                      |   | 57 Moo 4, Srisoontorn Road, Cherngtalay,  |
|                      |   | Thalang, Phuket                           |
|                      |   |                                           |
|                      |   | 83110, Thailand                           |
+----------------------+---+-------------------------------------------+
| Homepages            | : |   www.lagunaresorts.com (Corporate        |
|                      |   |   Website)                                |
|                      |   |                                           |
|                      |   |   www.lagunaphuket.com (Marketing         |
|                      |   |   Website)                                |
+----------------------+---+-------------------------------------------+
| Telephones           | : |   Bangkok Head Office 66 (0) 2677 4455    |
|                      |   |                                           |
|                      |   |   Laguna Phuket Office 66 (0) 7636 2300   |
+----------------------+---+-------------------------------------------+
| Facsimiles           | : |   Bangkok Head Office 66 (0) 2285 0733    |
|                      |   |                                           |
|                      |   |   Laguna Phuket Office 66 (0) 7632 4061   |
+----------------------+---+-------------------------------------------+

 

CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility (CSR) is a major undertaking at Laguna
Phuket. We aim to help disadvantaged populations, endangered animals and
generally give back to the local community in a variety of ways.

Developing Sustainable Communities

Laguna Phuket is a community nestled within a community – a network of
hotels, properties, restaurants, services and leisure facilities that
provides a wealth of jobs and a complete lifestyle for local, regional
and international audiences.

In delivering this service, a focus on triple bottom line performance
touches all stakeholders in our quest to deliver environmental and
social benefits alongside increasing economic performance.

Our integration with local society creates memorable, vibrant
experiences for guests and staff whilst synchronously developing
relationships, security and a model for sustainable tourism.

Background of Laguna Phuket CSR

Since its establishment in 1984 that began with the rehabilitation of
Bangtao Bay, once a tin mine and declared by the United Nations
Development Program as: “too environmentally damaged to have any
development potential,” Laguna Phuket has continued to safeguard its
natural environment, cultural heritage, and promote communal prosperity.

While Laguna Phuket has continuously supported associates with fair
employment and well-rounded benefits, it has also maintained a
commitment to communities through community relations efforts and
cultural events. Charitable projects within local communities have been
implemented since 1992.

Recently in 2007, the CSR programme was initiated and focuses on social,
environmental, and sustainable business development. CSR is currently
driven from the bottom up by the Laguna Phuket Social Committee,
comprised of core CSR personnel and representatives from all business
units.

Social & Educational Development

Social & Educational Development initiatives aim to build the capacities
of local communities and associates through socially beneficial
projects, adequate educational support, and access to quality
educational services. Youths and community members benefit from a
nurturing environment and healthy development. Associates reduce
financial burdens, continue to advance professionally, and have a high
satisfaction for familial welfare.

-   Developing Sustainable Schools Program

  In 2011 the Laguna Phuket and Population and Community Development
  Association handed over a reconstructed school roof to Baan Jao Krua
  School in Phang Nga province, after a year-long partnership with the
  school that began in mid-2010. The new structure will provide the
  students with a safe learning environment as well as two additional
  rooms for this four-classroom school. Over 60 Laguna Phuket management
  and associates volunteered to paint the school building to mark the
  completion of this school partnership project.

-   Survival Swim with Laguna Phuket

    More than Baht 1.2 million was raised through the Laguna Phuket
    Triathlon and Ironman 70.3 Asia-Pacific Championship events in 2011
    for this newly-introduced project: “Survival Swim with Laguna
    Phuket.” The fund will allow Laguna Phuket, in partnership with
    Phuket Lifeguard Club, to raise awareness about drowning and teach
    water safety and basic survival skills to over 2,600 Thalang
    District children in 2012, and also expand the program Phuket
    province-wide in 2012. The program began in late November 2011 and
    thus far has taught over 350 students. Over 96% of the students
    passed minimum course requirements including cardiopulmonary
    resuscitation (CPR); recognizing signs of danger around water
    sources; and basic swimming skills such as breath control and
    floating.

-   Laguna Phuket Kindergarten

  Originally established in 1992 as a Child Care Center, the facility
  was officially registered under the Ministry of Education as Laguna
  Phuket Kindergarten in 2009. The school provides free education to
  children of associates and disadvantaged community members. In 2011
  there are 156 students enrolled in 8 classrooms. Since the school’s
  launch, approximately 1,000 students have graduated from 17 classes.

-   Scholarship Provision

  Laguna Phuket Foundation for Education awarded scholarships to 38
  disadvantaged students from throughout Phuket Province in 2011. Since
  1993, more than 675 scholarships have been awarded, totaling
  approximately Baht 2.9 million.

-   Community English Language Center

  This has provided free English courses to community members since
  2007, with more than 800 students enrolled to date. English knowledge
  helps community members to better adapt to an increase in local
  tourism and enhance their quality of life and work performance.

Environmental Conservation

Environmental Conservation efforts emphasize raising awareness on
climate change and human impact on local natural resources. In
partnering with local conservation efforts, Laguna Phuket supports
various initiatives that ensure sustainable rehabilitation of marine and
shoreline resources around Phuket.

-   Mangrove Tree Planting

  Laguna Phuket management and employees planted 1,700 mangrove saplings
  at Bang Roang Village, Paklok Sub-District, Thalang District, Phuket.
  This activity is part of Laguna Phuket’s “Helping to Support a Green
  Community” initiative. Since 2007, Laguna Phuket has worked with
  Phuket Mangrove Station 23 and to date has planted more than 12,000
  mangrove trees.

Religious and Cultural Preservation

Religious and Cultural Preservation initiatives help to promote and
preserve ancient traditions of various origins in local communities. In
doing so, Laguna Phuket contributes to uplifting the spiritual
well-being of associates, their families, and local community members,
to ensure a balance between the influx of western influences brought by
tourism and preservation of the local way of life.

-   Buddhist Lent Day

  More than 160 Laguna Phuket management and associates paraded to Thep
  Kasattri Temple at Baan Don in celebration of Buddhist Lent Day. A
  donation of Baht 42,745, collected from community members, associates,
  and the Company was made to the temple. Laguna Phuket has been
  committed to celebrating Buddhist Lent for 16 years. This
  long-established tradition enforces a strong relationship with
  community members, and continues to raise awareness on cultural
  preservation among new generations.

-   Vegetarian Festival

  In October, Laguna Phuket donated to local shrines and set up an
  offering shelter to worship Ma-Song, devotees through whom the gods
  are said to enter during the annual Phuket Vegetarian Festival. This
  festival is observed by Thais with Chinese ancestry and is believed to
  bring prosperity and purity.

Associate Benefits and Relations

Associate Benefits and Relations initiatives strive to provide
associates with a quality professional and personal life. As a
community, Laguna Phuket values the well-being of associates and their
families, and believes that holistic concern fosters lasting
satisfaction, trust, and positive attitude among associates.

-   Laguna Phuket Associates Saving Co-Operative

  Laguna Phuket Associates Saving Co-Operative was established in
  January 2010 with the objective of providing secure, reliable,
  profitable, and fair financial services to members. After the first
  year, members received a 5% dividend per share. In two years, the
  Co-Operative has gained over 580 members, with over Baht 10 million in
  cumulative shares.

-   Drug Free Workplace Program

  Laguna Phuket continued to raise awareness about drug abuse among
  associates in its 3^(rd) year of the Drug Free Workplace program
  implementation. The on-going daily after- work “Aerobics Exercise”
  activity, organized in collaboration with Cherngtalay Municipality,
  provided opportunities for associates to maintain a healthy lifestyle.

-   Disaster Relief – Thai Floods

  In 2011 Thailand faced the worst flooding disaster in its history.
  Concentrated mostly in the central region of Thailand, the floods
  severely impacted not only people’s lives and property, but also the
  economy. As part of the “Helping Hands” initiative, Laguna Phuket, in
  collaboration with National Broadcasting Services of Thailand (Channel
  11) Phuket, fund-raised and donated Baht 264,960 to “Friends in Need
  (of “Pa”) Volunteers Foundation Thai Red Cross” to aid flood victims.
  Moreover, Laguna Phuket donated a matching fund which will be used to
  help impacted associates to recover after the floods in 2012.

References

Regulator for Issuing Company:

The Securities and Exchange Commission (SEC)

GPF Witthayu Building, 10^(th), 13^(th)-16^(th) floor,

93/1 Wireless Road, Lumpini, Patumwan, Bangkok 10330, Thailand

Telephone 66 (0) 2695 9999 and 66 (0) 2263 6499

Facsimile 66 (0) 2256 7711

Email info@sec.or.th Homepage www.sec.or.th

Regulator for Listed Company:

The Stock Exchange of Thailand (SET)

The Stock Exchange of Thailand Building

62 Ratchadapisek Road, Klongtoey, Bangkok 10110, Thailand

Telephone 66 (0) 2229 2000 and 66 (0) 2229 2222

Facsimile 66 (0) 2654 5607-8

Email SETCallCenter@set.or.th Homepage www.set.or.th

Registrar:

Thailand Securities Depository Co., Ltd.

The Stock Exchange of Thailand Building,

62 Ratchadapisek Road, Klongtoey, Bangkok 10110, Thailand

Telephone 66 (0) 2229 2888 and 66 (0) 2229 2800

Facsimile 66 (0) 2654 5427

Email TSDCallCenter@set.or.th Homepage www.tsd.co.th

Auditor:

Ernst & Young Office Limited by

Ms. Rungnapa Lertsuwankul, C.P.A. No. 3516 and/or

Ms. Sumalee Reewarabandith, C.P.A. No. 3970 and/or

Ms. Gingkarn Atsawarangsalit, C.P.A. No. 4496

Lake Rajada Office Complex, 33^(rd) floor,

193/136-137 Ratchadapisek Road, Klongtoey, Klongtoey, Bangkok 10110,
Thailand

Telephone 66 (0) 2264 0777

Facsimile 66 (0) 2264 0789-90

Legal Counselors:

Allen & Overy (Thailand) Company Limited

Sindhorn Tower 3, 22^(nd) floor,

130-132 Wireless Road, Lumpini, Patumwan, Bangkok 10330, Thailand

Telephone 66 (0) 2263 7600

Facsimile 66 (0) 2263 7699

Amphon Anuporn & Associates Law Office Company Limited

80/2 Trok Sathien, Tanao Road, Sarnchaophorsua,

Phranakorn, Bangkok 10200, Thailand

Telephone 66 (0) 2622 0200-7

Facsimile 66 (0) 2622 0198

Baker & McKenzie Limited

Attorneys at Law, 

Abdulrahim Place, 25th floor,

990 Rama IV Road, Silom, Bangrak, Bangkok 10500, Thailand

Telephone 66 (0) 2636 2000 

Facsimile 66 (0) 2636 2111

Dharmniti Law Office Company Limited

Nai Lert Tower, 4^(th) floor,

2/4 Wireless Road, Lumpini, Patumwan, Bangkok 10330, Thailand

Telephone 66 (0) 2252 1260

Facsimile 66 (0) 2252 1104

Financial Advisor:

-None-

Financial Institutions:

Siam Commercial Bank Public Company Limited, Head Office

Siam Commercial Bank Public Company Limited, Thanon Sathon Branch

Siam Commercial Bank Public Company Limited, Phuket Branch

Kasikorn Bank Public Company Limited, Head Office

Kasikorn Bank Public Company Limited, Silom Office

Bangkok Bank Public Company Limited, Head Office

Bangkok Bank Public Company Limited, Silom Branch