11. Related Party Transactions 

  During 2008, the Company and its subsidiaries had significant business
  transactions with related parties (related by way of shareholding,
  common shareholders, directors and/or management).

  The Company by the nature of its product and its complex group
  structure has a large number of related party transactions. Laguna
  Phuket is an integrated resort with a number of hotels and associated
  resort services being incorporated in different companies within the
  group. This in itself results in a significant number of related party
  transactions which are considered to be necessary and reasonable for
  the operation of Laguna Phuket. The nature, pricing and agreements of
  these transactions are summarised below:

  Interest

-   LBTH paid interest for loans from LBTL, which are borrowed to fund
    the construction of Banyan Tree Lijiang Hotel and are denominated in
    US dollars. The loans are long-term loans which carry interest at a
    rate of 7 percent and 7.25 percent per annum and are repayable 8
    years after each drawdown and 8 years after the first drawdown
    respectively.

-   LBTH is an associated company which is not able to obtain borrowing
    terms from banks as favorable as the parent company due to their
    smaller financial size. It is a generally accepted practice to rely
    on the parent company's financial strength to obtain loans on
    favorable terms on behalf of the group of companies which result in
    higher profitability for the group as compared to each company
    taking out its own loans.

-   Other interest charges are on financial assistance provided to
    employees for acquisition of a property developed by the Company or
    its subsidiaries. A staff advance of 10 percent of property selling
    price is funded by the employee’s employer and is repayable by the
    employee over a period of 5 years with monthly repayments consisting
    of both interest and principal. A loan by the developer equal to 80
    percent of selling price is to be settled in full with the property
    developer within 5 years of the property completion. Both advance
    and loan are subject to interest at the group’s cost of funds plus
    0.5 percent per annum.

  Reimbursement of Costs

-   Costs are often incurred in one company within the group which is
    reimbursed by the company to which the expense relates. Actual costs
    are reimbursed with no handling costs applied.

-   These transactions are made for convenience of payment and/or sales
    & marketing strategy of the Banyan Tree Group.

  Inter Resort Charges

-   These charges relate to goods and services that are consumed by
    customers in one part of Laguna Phuket but are billed centrally to
    the customer at the hotel at which the customer is staying. Such
    charges relate to meals at restaurants, golf fees, treatments at
    Spa’s and goods purchased at shops in the resort. On receiving the
    funds centrally from the customer, the hotel reimburses the company
    in which the goods and services are consumed. Actual receipts are
    paid and handling charges are not charged with the exception of
    credit card commission which is disclosed seperately in noted below.
    Such inter resort charges are also incurred at the Banyan Tree
    Bangkok primarily for treatments of spa and goods purchased in the
    shops.

-   These transactions provide the convenience of guest’s payment to
    promote Laguna Phuket resort integration.

  Credit Card Commission

-   When monies are received in a different company in which the revenue
    was earned, credit card commissions are deducted from the gross
    receipts of customers in the company in which the monies were
    received. As a result this transaction passes on the cost to the
    company in which the revenue is recognised. The rates charged range
    from 2 percent to 4 percent of the revenue and are based on the
    actual commissions charged by the credit card companies.

-   These transactions provide the convenience of guest’s payment.

  Commission on Spa Guests

-   These charges relate to commissions earned by LBC for bringing in
    its hotel guests to use the services of the Angsana Spa, which is
    located nearby. The commission rates range from 5 percent to 10
    percent of spa revenue based on the number of guests that LBC
    provides to the Spa each month.

-   This transaction incentivises management of Laguna Beach Resort to
    promote the Spa’s facilities to the hotel guests. The commission
    rates and contract were agreed by the non-related party directors of
    LBC who did not have an interest in this contract.

Commission on Consignment Sales

-   Sale of goods from BTG(S) to other related companies which are
    entitled to a monthly commission of 5 percent of the monthly
    aggregate of all revenues and income derived directly from the sale
    of goods consigned by BTG(S) to be sold at the outlets.

  Resort Service Charges

-   Resort service charges to the hotel operations relates to revenue of
    LSC which provides centralised services to each operation in the
    group located at Laguna Phuket at the following rates:

  - Utility charge : at the determined price and actual usage

  - Laundry charge : at the price based on cost plus a certain margin

  - Common area services, : based on actual cost

  transportation charges

  - Staff buses : based on actual cost plus a certain margin

  - Computer training centre : based on actual cost

  (terminated since 1 February 2008)

  - Marketing fee : at the rate of 1 percent of the hotel operations’
  budgeted revenue

-   LSC is a non profit organization set-up to centralize certain
    facilities and services to each operation in the Laguna Phuket so as
    to avoid duplication in investment costs or expenses. It is jointly
    owned by the hotel companies at Laguna Phuket in proportion to their
    respective room count i.e., BGL - 31.1 percent, LBC - 27.1 percent,
    LRH - 24.7 percent and LBTL - 17.1 percent. LRH's direct and
    indirect interests amount to 89.2 percent. Where the charge is based
    on a standard or fixed rate, the same is applied to all hotels and
    business operations concerned.

  Management Fees

-   BTHR provides technical assistance to LBTL and TWPL to conduct hotel
    business and to LGL to conduct golf business. The payment terms of
    the operating agreements are as follows:

  (i) The management contract of the Banyan Tree Phuket pays a basic
  management fee of 2 percent of total revenue and an incentive fee of
  7.5 percent of gross operating profit.

  (ii) The term of Technical Assistance Agreement to conduct the golf
  business set a basic management fee of 3 percent of total revenue and
  an incentive fee of 10 percent of gross operating profit.

  (iii) The management contract of the Banyan Tree Bangkok pays a basic
  management fee of 3 percent of total revenue and an incentive fee of
  10 percent of gross operating profit.

  (iv) In addition, pursuant to the hotel management contracts, expenses
  relating to the sharing of group marketing cost, i.e., promotional
  campaigns and adverts, sales staff salaries, central reservations and
  international sales offices incurred by the Banyan Tree corporate head
  office shall be charged as follows:

-   Group marketing services shared on a group basis are based on 3
    percent of the budgeted revenues of the hotels.

-   Reservation service fees are 1 percent of room revenue plus USD 10
    per reservation transaction.

-   All management fees are consistent with industry practice and the
    sharing of group marketing costs incurred by LBTL and TWPL are the
    reimbursement of costs benefiting each of the hotels. As a result
    these transactions are on normal commercial terms and conditions.

  Rent and service

-   These transactions relate to rent paid for premises and land.

  (i) Rental of hotel premises and service income received from BTRS(T)
  and BTG(T) are on the basis of 5 percent to 10 percent of sales
  revenue which is dependent on criteria such as the location, budgeted
  sales, term of the lease, size of area leased and type of operation.

  Banyan Tree Spa and Banyan Tree Gallery are recognized the hotel
  facility brand name which enhances the image of the hotel and helps in
  its marketing. Rental charged to BTRS(T) and BTG(T) are consistent
  with industry practice and rents charged to them by non related
  parties in other resorts.

  (ii) Rental for Banyan Tree Gallery outlet at the Laguna Beach Resort
  to provide the hotel facility of a high class retail outlet is on the
  basis of Baht 937 per square metre per month. Rental charged to BTG(T)
  is consistent with rents charged to BTG(T) by non-related parties in
  other resorts.

(iii) Rental and service fee for BTG(S)’s office is at the rate of SGD
      3.21 per square feet per month. The building is well located and
      has good amenities.

(iv) Rental or rental and service income earned by TWPL for renting the
     office space at Thai Wah Tower I and II with monthly rent varying
     from Baht 300 to Baht 550 per square metre which is dependent on
     criteria such as the location, term of lease, and size of area
     leased. For storage space, rental was charged at Baht 100 per
     square metre per month. Rental rate is in line with market rate.
     Generally in the upper range if compared to the same building in a
     similar location. Terms and conditions in the agreement are similar
     to other customers and the market. Service has been separated from
     rental for tax reasons.

  Purchase of Goods

-   Purchase of goods for their sales & marketing gifts and guest
    supplies for the hotel and spa relate to:

  (i) Sale of guest and spa supplies of high volume purchase from BTG(S)
  and BTG(T) to other subsidiaries and other related companies is priced
  at cost plus certain margin.

  (ii) Sale of goods from BTG(T) to other subsidiaries and related
  companies are priced at a 15 percent and 45 percent discount to the
  retail price for low volume purchases and high volume purchases
  respectively.

  (iii) Sale of goods from BTG(S) to BTG(T) is priced at cost plus a
  handling fee of 25 percent. In this instance BTG(S) acts as a
  purchasing agent for products outside Thailand.

  (iv) Sale of goods from BTG(T) to BTG(S) is charged at cost. In this
  instance BTG(T) acts as a purchasing agent for products in Thailand
  and monthly receives fee equal to 5 percent of the staff payroll costs
  incurred who are engaged in providing the service.

-   Purchase transactions between BTG(S) and BTG(T) provide central
    purchasing to facilitate bulk purchasing for competitive pricing.

  Purchase of Spa and Gallery Vouchers

-   Banyan Tree Spa and Banyan Tree Gallery vouchers are purchased for
    distribution to management to provide an additional benefit scheme.
    The vouchers are issued yearly to qualifying executives and are
    valid only within the year of issue. The voucher is priced at face
    value of voucher.

Spa Service

-   This relates to the purchase of Spa vouchers by LHC from BTRS(T)
    which are priced at a 40 percent discount to the Spa price list. LHC
    uses Spa service as a marketing tool.

  Rental Return on Hotel Units

-   This relates to a Management Agreement to manage the hotel units of
    CGL in the Angsana Resort & Spa on Bintan Island, Indonesia under
    which CGL receives a return of 15 percent per annum on the
    investment of the leasehold rights. A very good rental return is
    being received from the hotel prior to the units being required for
    the operation.

  Sale of Property

-   Sale of property to employees of LRH group based on the market price
    less applicable discount under staff housing discount policy which
    is based upon length of service up to a maximum of 10 percent. The
    sale transactions presented are revenue recognised in the period.

  Purchase of Hotel Units and Termintaion of Leasehold Rights of Hotel
  Units

-   These transactions relate to the restructuring of ownership of units
    held by the Group in the Angsana Resort & Spa Bintan, Indonesia. The
    units were originally purchased by CGL. However, due to the
    commencement of Laguna Holiday Club’s Bintan operations by AVCI, the
    ownership of the units was transferred to AVCI. The prices are based
    on market price which was the same as the original purchase price.

  Transfer of Furniture and Office Equipment

-   The Company transfered furniture and office equipment of architect
    design & planning (ADP) and interior design (ID) departments to
    Banyan Tree Resorts & Spas (Thailand) Co., Ltd. for more efficiency
    of operation and management. The price is based on net book value
    plus 10 percent.

Procedures for Approving Related Party Transactions

  It is the group’s policy to ensure that there is no conflict of
  interest when related party transactions are executed. All existing
  related party transactions are communicated by each of the operations
  on a quarterly basis and reviewed by management. New proposed related
  party transactions are identified by and/or communicated to higher
  level management and the transactions are approved by either senior
  management, Board of Directors or the shareholders in accordance with
  the requirements of the SET and SEC. All new significant related party
  transactions are presented to the Audit and Risk Committee for opinion
  which includes demonstrating that the transaction is on commercial
  terms and on an arm’s length basis. Once recommended by the Audit and
  Risk Committee the transaction will be proposed to the Board of
  Directors or the Board of Directors and shareholders for approval.
  Interested directors do not take part in approving the transaction.

Future Policy or Tendency of Related Party Transactions

  It is the intention of the Company to minimise the incidence of
  related party transactions wherever practicable. However given the
  nature of the group structure and the groups business it is not
  possible to cease many of the current transactions. As a result the
  group’s future policy is geared towards ensuring that all current and
  future transactions are necessary and are on commercial terms and on
  arm’s length basis.

  The reason of having persons with mutual interest holding (both
  directly and indirectly) more than 5 percent of the shares in the
  subsidiaries and associate in lieu of the Company

  The person who may have a mutual interest and holds (both directly and
  indirectly) more than 5 percent of the shares in the subsidiaries and
  associate of the Company is BTH, who is also a major shareholder of
  the Company. The subsidiaries and associate whose shares are held by
  BTH engage in hotel and property development as well as souvenir
  retail in the hotels managed by BTH. With BTH's expertise and
  experience of international hotel development and management of
  award-winning hotels under the trademarks of "Banyan Tree" and
  "Angsana", the joint investment with BTH will result in the said
  subsidiaries and associate benefitting from the use of trademarks,
  reputation and managerial assistance of BTH.

  Related party transactions, which have been concluded on the terms and
  bases determined by the Company, its subsidiaries and related parties,
  or in accordance with the agreement, are detailed below. Significant
  transactions greater than Baht 1 million are disclosed separately and
  non significant transactions have been grouped.

[TABLE]

[TABLE]

Remark:

(A) Major shareholder

(B) Major shareholder of parent company (LRH)

(C) The Company in which the major shareholder of LRH is its major
shareholder

+--------+-------------------------------------------------------------+
|   A    |                                                             |
| BBREVI |                                                             |
| ATIONS |                                                             |
+--------+-------------------------------------------------------------+
|   AVCI |   PT. AVC Indonesia                                         |
+--------+-------------------------------------------------------------+
|   BGL  |   Bangtao Grande Limited                                    |
+--------+-------------------------------------------------------------+
|        |   Banyan Tree Gallery (Singapore) Pte Ltd.                  |
| BTG(S) |                                                             |
+--------+-------------------------------------------------------------+
|        |   Banyan Tree Gallery (Thailand) Limited                    |
| BTG(T) |                                                             |
+--------+-------------------------------------------------------------+
|   BTH  |   Banyan Tree Holdings Limited                              |
+--------+-------------------------------------------------------------+
|   BTHR |   Banyan Tree Hotels & Resorts Pte. Ltd.                    |
+--------+-------------------------------------------------------------+
|   BTP  |   Banyan Tree Properties Pte. Ltd.                          |
+--------+-------------------------------------------------------------+
|   BTR  |   Banyan Tree Resorts Limited                               |
+--------+-------------------------------------------------------------+
|   BTRS |   Banyan Tree Resorts (Seychelles) Limited                  |
+--------+-------------------------------------------------------------+
|   B    |   Banyan Tree Resorts & Spas (Thailand) Company Limited     |
| TRS(T) |                                                             |
+--------+-------------------------------------------------------------+
|   BTS  |   Banyan Tree Spas Pte. Ltd.                                |
+--------+-------------------------------------------------------------+
|   B    |   Banyan Tree Spas (HK) Limited                             |
| TS(HK) |                                                             |
+--------+-------------------------------------------------------------+
|   CGL  |   Cheer Golden Limited                                      |
+--------+-------------------------------------------------------------+
|   HSE  |   Heritage Spas Egypt LLC                                   |
+--------+-------------------------------------------------------------+
|   KAP  |   KAP Holdings Ltd.                                         |
+--------+-------------------------------------------------------------+
|   KR   |   Kingley Realty Limited                                    |
+--------+-------------------------------------------------------------+
|   LBC  |   Laguna Beach Club Limited                                 |
+--------+-------------------------------------------------------------+
|   LBTH |   Lijiang Banyan Tree Hotel Co., Ltd.                       |
+--------+-------------------------------------------------------------+
|   LBTL |   Laguna Banyan Tree Limited                                |
+--------+-------------------------------------------------------------+
|   LEL  |   Laguna Excursions Limited                                 |
+--------+-------------------------------------------------------------+
|   LGL  |   Laguna Grande Limited                                     |
+--------+-------------------------------------------------------------+
|   LHC  |   Laguna Holiday Club Limited                               |
+--------+-------------------------------------------------------------+
|   LRH  |   Laguna Resorts & Hotels Public Company Limited            |
+--------+-------------------------------------------------------------+
|   LSC  |   Laguna Service Company Limited                            |
+--------+-------------------------------------------------------------+
|   LVCL |   LVCL (Thailand) Co., Ltd.                                 |
+--------+-------------------------------------------------------------+
|   MA   |   Maldives Angsana Pvt Ltd.                                 |
+--------+-------------------------------------------------------------+
|   MB   |   Maldives Bay Pvt. Limited                                 |
+--------+-------------------------------------------------------------+
|   MT   |   Mayakoba Thai S.A. De C.V.                                |
+--------+-------------------------------------------------------------+
|   PTBH |   PT Bintan Hotels                                          |
+--------+-------------------------------------------------------------+
|   RSP  |   Reef Services Pty. Ltd.                                   |
+--------+-------------------------------------------------------------+
|   TDC  | Tapioca Development Corporation Limited                     |
+--------+-------------------------------------------------------------+
|   TRL  | Tropical Resorts Limited                                    |
+--------+-------------------------------------------------------------+
|   TWDC |   Twin Waters Development Company Limited                   |
+--------+-------------------------------------------------------------+
|   TWFP | Thai Wah Food Products Public Company Limited               |
+--------+-------------------------------------------------------------+
|   TWPL | Thai Wah Plaza Limited                                      |
+--------+-------------------------------------------------------------+
|   TWRH | TWR - Holdings Limited                                      |
+--------+-------------------------------------------------------------+
|   USC  | Universal Starch Public Company Limited                     |
+--------+-------------------------------------------------------------+
|   VM   | Vabbinvest Maldives Pvt. Ltd.                               |
+--------+-------------------------------------------------------------+
|   WLH  | Wanyue Leisure Health (Shanghai) Co., Ltd.                  |
+--------+-------------------------------------------------------------+

+--------+-------------------------------------------------------------+
|   IN   |                                                             |
| ITIALS |                                                             |
+--------+-------------------------------------------------------------+
|   APV  | Mr. Ariel P Vera                                            |
+--------+-------------------------------------------------------------+
|   AU   | Ms. Areewan Umpornpaiboon                                   |
+--------+-------------------------------------------------------------+
|   CH   | Mr. Kuan Chiet                                              |
+--------+-------------------------------------------------------------+
|   CSH  | Mr. Shankar Chandran                                        |
+--------+-------------------------------------------------------------+
|   CSN  | Ms. Chiang See Ngoh Claire                                  |
+--------+-------------------------------------------------------------+
|   ESHL | Mr. Eddy See Hock Lye                                       |
+--------+-------------------------------------------------------------+
|   HLF  | Ms. Ho Lien Fung                                            |
+--------+-------------------------------------------------------------+
|   KPH  | Mr. Ho KwonPing                                             |
+--------+-------------------------------------------------------------+
|   KCH  | Mr. Ho KwonCjan                                             |
+--------+-------------------------------------------------------------+
|   MRA  | Mr. Michael R. Ayling                                       |
+--------+-------------------------------------------------------------+
|   NT   | Mr. Niyom Tassaneetipagorn                                  |
+--------+-------------------------------------------------------------+
|   SDR  | Mr. Stuart Reading                                          |
+--------+-------------------------------------------------------------+
|   SSK  | Ms. Sirivan Skulkerevathana                                 |
+--------+-------------------------------------------------------------+
|   SSU  | Mr. Surapon Supratya                                        |
+--------+-------------------------------------------------------------+
|        |                                                             |
+--------+-------------------------------------------------------------+