11 Related party transactions 

During 2005, the Company had significant business transactions with its
subsidiaries, associated and related companies (related by way of
shareholding, common shareholders, directors and/or management).

Laguna Resorts & Hotels Public Company Limited 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:

-   Loans to subsidiary companies and between group companies are
    unsecured and are denominated in Thai Baht. The loans carry interest
    at a rate equal to the lenders’ borrowing costs per annum plus a
    margin of 1.1%. Prior to 1 July 2005 loans made by Laguna Holiday
    Club Limited to other subsidiaries, were charged of 6% per annum.
    The loans are repayable on demand, however it is expected that those
    loans would not be called for repayment in the short-term. Therefore
    such loans are recorded as non-current assets/liabilities in the
    balance sheet.

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

-   In a number of instances goods and services that are consumed by
    customers in one part of Laguna Phuket 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 commissions as noted below. Such inter resort charges are also
    incurred at the Banyan Tree Bangkok primarily for treatments of
    spa’s and goods purchased in the shops.

-   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% to 4% of the revenue and are based on the actual commissions
    charged by the credit card companies.

-   Laguna Beach Resort charges a commission to Banyan Tree Resorts &
    Spas (Thailand) Company Limited for guests that it provides to the
    closely located Spa. The commission is paid by the Spa to
    incentivise Laguna Beach Resort to market the Spa’s facilities to
    its guests. The rates charged range from 5% to 10% of spa revenue
    based on the number of guests that the Laguna Beach Resort provides
    to the Spa each month.

-   Laguna Service Company Limited provides centralised services to each
    operation in the group located in Laguna Phuket which are charged at
    the following rates:

  - Utility charge : at the determined price and actual usage

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

  - Beach cleaning, transportation charges, : based on actual cost

computer training centre and staff buses

  - Marketing fee : at the rate of 1 % of hotel operations revenue

-   Operating agreements to manage the hotels are on the following
    terms:

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

(ii) The management of the golf course is governed by the Technical
     Assistance Agreement to conduct the golf business. The terms of the
     agreement set a basic management fee of 3% of total revenue and an
     incentive fee of 10% of gross operating profit.

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

(iv) Pursuant to the management contract, expenses relating to the
     sharing of 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:

  - actual expenses incurred that relate specifically to the resort

  - Group marketing services shared on a group basis are based on 3% of
  budget revenues of the hotels for expenses that are shared.

  - Reservation service fees are charged at 1% of room revenue plus
  US$10 per reservation transaction.

  All management fees are consistent with industry practice and the
  share of group marketing costs incurred by Laguna Banyan Tree Limited,
  (Banyan Tree Phuket) and Thai Wah Plaza Limited (Banyan Tree Bangkok)
  are the reimbursement of costs benefiting each of the hotels. As a
  result these transactions are on normal commercial terms and
  conditions.

-   Sales of goods between group companies are as follows:

(i) Sales from Banyan Tree Gallery (Thailand) Limited and other Thai
    subsidiary and related companies are priced at a 15% to 45% discount
    to the retail price.

(ii) Sales from Banyan Tree Gallery (Thailand) Limited to Banyan Tree
     Gallery (Singapore) Pte Ltd. are priced at cost plus a handling fee
     of 5%. In this instance Banyan Tree Gallery (Thailand) Limited acts
     as a purchasing agent on behalf of Banyan Tree Gallery (Singapore)
     Pte Ltd. in order to centralise the purchasing function. This
     arrangement also applies for the sale of goods from Banyan Tree
     Gallery (Singapore) Pte Ltd. to Banyan Tree Gallery (Thailand)
     Limited for products purchased outside of Thailand.

(iii) Sales of guest supplies to the hotels from Banyan Tree Gallery
      (Singapore) Pte Limited and Banyan Tree Gallery (Thailand) Limited
      to other related companies are priced at cost plus certain margin.

-   Rent paid for premises and land and are on the following basis:

  (i) Rental of hotel premises and service income is on the basis of 5%
  to 11.5% 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.

(ii) Rental and service charges of office space with monthly rent
     varying from Baht 350 to Baht 556 per square metre which is
     dependent on criteria such as the location, term of the lease, and
     size of area leased.

(iii) Rental of hotel premises is on the basis of Baht 937 per square
      metre per month.

(iv) Rental and service fee for the fitness centre located at the Banyan
     Tree Spa Bangkok is at the rate of Baht 348 per square metre per
     month.

-   Purchase of Banyan Tree Spa and Banyan Tree Gallery vouchers for
    distribution to management to provide an additional benefit scheme.
    The vouchers will be issued yearly to qualifying executives and will
    be valid only within the year of issue.

-   Cheer Golden Limited purchased lease rights of 27 hotel units in the
    Angsana Resort & Spa on Bintan Island, Indonesia under a Management
    Agreement to manage the hotel units which Cheer Golden Limited
    receives a return of 15 percent per annum on the investment in the
    leasehold rights.

-   Laguna Service Company Limited purchases water from Laguna Grande
    Limited, the company that owns that Lagoons from which the water is
    sourced, at a rate of Baht 2 per cubic metre.

-   A loan has been provided by Banyan Tree Holdings Pte. Ltd. to fund
    the construction of Lijiang Banyan Tree Hotel Co., Ltd. amounting to
    USD 4.4 million. The term of the loan is for two years from the date
    of draw down and interest is charged at a rate of 6% per annum.

Procedures for approving related transaction

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 within Laguna
Phuket 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 the
shareholders, directors or senior management in accordance with the
requirements of the Securities Exchange Commission. All new significant
related party transactions (not requiring shareholders approval) are
presented to the independent directors in the Audit and Risk Committee
for opinion which includes demonstrating that the transaction is on
commercial terms and on an arms length basis. Once recommended by the
Audit and Risk Committee the transaction is approved by the Board of
Directors whereby interested directors do not take part in approving the
transaction.

Future policy or tendency of related transaction

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 arms length basis.

Related party transactions, which have been concluded on the terms and
basis determined by the Company and those companies, 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.

TRANSACTIONS BETWEEN THE GROUP (THE COMPANY AND ITS SUBSIDIARIES) AND
RELATED COMPANIES IN YEAR 2005

[TABLE]

  --------------- --------- ------ --------------- ---------- ---------------- ------ ----- ------ -------- ------------- ----- ----- ----- ----- -----
  REIMBURSEMENT                                                                                                                                   
  OF COSTS                                                                                                                                        

  1               BTHR      LBTL   Reimbursement   Actual     Reimburse-ment   34.2   4.5   TWC,   Common   Sales &       1.1   N/A   N/A   (a)   -
                                   of sales and    cost of    of costs                      BTHL   shr      marketing                       (b)   
                                   marketing costs services                                                 strategy of                     (c)   
                                   incurred by                                                              the Banyan                      (d)   
                                   BTHR in its                                                              Tree Group                            
                                   Singapore                                                                (Refer to                             
                                   Office which                                                             item 22)                              
                                   relate                                                                                                         
                                   specifically to                                                                                                
                                   the promotion                                                                                                  
                                   of the Banyan                                                                                                  
                                   Tree Phuket                                                                                                    

  2               BTHR      TWPL   Reimbursement   Actual     Reimburse-ment   12.6   1.1   TWC,   Common   Sales and     1.1   N/A   N/A   (a)   -
                                   of sales and    cost of    of costs                      BTHL   shr      marketing                       (b)   
                                   marketing costs services                                                 strategy of                     (c)   
                                   incurred by                                                              the Banyan                      (d)   
                                   BTHR in its                                                              Tree Group                            
                                   Singapore                                                                (Refer to                             
                                   Office which                                                             item 28)                              
                                   relate                                                                                                         
                                   specifically to                                                                                                
                                   the promotion                                                                                                  
                                   of the Banyan                                                                                                  
                                   Tree Bangkok                                                                                                   

  3               BTRS(T)   TWPL   Reimbursement   Actual     Reimburse-ment   2.7    0.3   TWC,   Common   Convenience   1.1   N/A   N/A   (a)   KCH
                                   of electricity, cost       of sales                      BTHL   shr      of payment                      (b)   
                                   air                        proceeds                                                                      (c)   
                                   conditioning,                                                                                            (d)   
                                   water charges                                                                                                  
                                   and other                                                                                                      
                                   expenses                                                                                                       
                                   related to                                                                                                     
                                   rental                                                                                                         
                                   agreement                                                                                                      

  4               LBTL      BTHR   Reimbursement   Actual     Reimburse-ment   3.8    3.0   TWC,   Common   Convenience   1.1   N/A   N/A   (a)   -
                                   of actual       costs      of costs                      BTHL   shr      of payment                      (b)   
                                   expenses                                                                                                 (c)   
                                                                                                                                            (d)   

  5               LBTL      BTR    Reimbursement   Actual     Reimburse-ment   0.5    -     TWC,   Common   Convenience   1.1   N/A   N/A   (a)   -
                                   of actual       costs      of costs                      BTHL   shr      of payment                      (b)   
                                   expenses                                                                                                 (c)   
                                   (Corporate                                                                                               (d)   
                                   sharing salary)                                                                                                
  --------------- --------- ------ --------------- ---------- ---------------- ------ ----- ------ -------- ------------- ----- ----- ----- ----- -----

TRANSACTIONS BETWEEN THE GROUP (THE COMPANY AND ITS SUBSIDIARIES) AND
RELATED COMPANIES IN YEAR 2005 (CONT’D)

[TABLE]

  ---- ------ ------ --------------- -------- ---------------- ------ ----- ------ -------- ------------- ----- ----- ----- ----- ------
  6    LBTL   BTRS   Reimbursement   Actual   Reimburse-ment   6.2    0.5   TWC,   Common   Convenience   1.1   N/A   N/A   (a)   KCH
              (T)    of actual       costs    of costs                      BTHL   shr      of payment                      (b)   
                     expenses                                                                                               (c)   
                                                                                                                            (d)   

  7    LRH    BTHL   Reimbursement   Actual   Reimburse-ment   0.5    -     TWC,   Common   Convenience   1.1   N/A   N/A   (a)   KPH,
                     for salary      cost     of costs                      BTHL   shr      of payment                      (b)   APV,
                     expenses and                                                                                           (c)   SSU
                     other expenses                                                                                         (d)   

  8    LRH    BTHR   Reimbursement   Actual   Reimburse-ment   2.9    1.2   TWC,   Common   Convenience   1.1   N/A   N/A   (a)   KPH,
                     of actual       costs    of costs                      BTHL   shr      of payment                      (b)   APV
                     expenses for                                                                                           (c)   
                     Banyan Tree                                                                                            (d)   
                     projects in                                                                                                  
                     Laos and                                                                                                     
                     Lijiang China                                                                                                
                     and traveling                                                                                                
                     expenses                                                                                                     

  9    LRH    BTR    Reimbursement   Actual   Reimburse-ment   1.8    0.4   TWC,   Common   Convenience   1.1   N/A   N/A   (a)   APV
                     of salary       costs    of costs                      BTHL   shr      of payment                      (b)   
                     expenses and                                                                                           (c)   
                     traveling                                                                                              (d)   
                     expenses                                                                                                     

  10   TWPL   BTHR   Reimbursement   Actual   Reimburse-ment   7.7    2.9   TWC,   Common   Convenience   1.1   N/A   N/A   (a)   -
                     of sales and    cost     of costs                      BTHL   shr      of payment                      (b)   
                     marketing costs                                                                                        (c)   
                     incurred by                                                                                            (d)   
                     Banyan Tree                                                                                                  
                     Bangkok which                                                                                                
                     relate                                                                                                       
                     specifically to                                                                                              
                     BTHR                                                                                                         

  11   TWPL   BTRS   Reimbursement   Actual   Reimburse-ment   11.0   1.4   TWC,   Common   Convenience   1.1   N/A   N/A   (a)   KCH
              (T)    of telephone    cost     of costs                      BTHL   shr      of payment                      (b)   
                     expenses,                                                                                              (c)   
                     electricity and                                                                                        (d)   
                     air                                                                                                          
                     conditioning                                                                                                 
                     related to                                                                                                   
                     rental                                                                                                       
                     agreement                                                                                                    
  ---- ------ ------ --------------- -------- ---------------- ------ ----- ------ -------- ------------- ----- ----- ----- ----- ------

TRANSACTIONS BETWEEN THE GROUP (THE COMPANY AND ITS SUBSIDIARIES) AND
RELATED COMPANIES IN YEAR 2005 (CONT’D)

[TABLE]

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TRANSACTIONS BETWEEN THE GROUP (THE COMPANY AND ITS SUBSIDIARIES) AND
RELATED COMPANIES IN YEAR 2005 (CONT’D)

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TRANSACTIONS BETWEEN THE GROUP (THE COMPANY AND ITS SUBSIDIARIES) AND
RELATED COMPANIES IN YEAR 2005 (CONT’D)

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TRANSACTIONS BETWEEN THE GROUP (THE COMPANY AND ITS SUBSIDIARIES) AND
RELATED COMPANIES IN YEAR 2005 (CONT’D)

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TRANSACTIONS BETWEEN THE GROUP (THE COMPANY AND ITS SUBSIDIARIES) AND
RELATED COMPANIES IN YEAR 2005 (CONT’D)

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TRANSACTIONS BETWEEN THE GROUP (THE COMPANY AND ITS SUBSIDIARIES) AND
RELATED COMPANIES IN YEAR 2005 (CONT’D)

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TRANSACTIONS BETWEEN THE GROUP (THE COMPANY AND ITS SUBSIDIARIES) AND
RELATED COMPANIES IN YEAR 2005 (CONT’D)

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TRANSACTIONS BETWEEN THE GROUP (THE COMPANY AND ITS SUBSIDIARIES) AND
RELATED COMPANIES IN YEAR 2005 (CONT’D)

[TABLE]

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TRANSACTIONS BETWEEN THE GROUP (THE COMPANY AND ITS SUBSIDIARIES) AND
RELATED COMPANIES IN YEAR 2005 (CONT’D)

[TABLE]

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TRANSACTIONS BETWEEN THE GROUP (THE COMPANY AND ITS SUBSIDIARIES) AND
RELATED COMPANIES IN YEAR 2005 (CONT’D)

[TABLE]

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TRANSACTIONS BETWEEN THE GROUP (THE COMPANY AND ITS SUBSIDIARIES) AND
RELATED COMPANIES IN YEAR 2005 (CONT’D)

[TABLE]

[TABLE]

TRANSACTIONS BETWEEN THE GROUP (THE COMPANY AND ITS SUBSIDIARIES) AND
RELATED COMPANIES IN YEAR 2005 (CONT’D)

[TABLE]

[TABLE]

TRANSACTIONS BETWEEN THE GROUP (THE COMPANY AND ITS SUBSIDIARIES) AND
RELATED COMPANIES IN YEAR 2005 (CONT’D)

[TABLE]

  ---------- ----- ------ ---------- ---------- ----- ------ ----- ------ -------- ------------ ----- ----- ----- ----- ------
  PURCHASE                                                                                                              
  OF GOODS                                                                                                              

  45         BTG   BTRS   Purchase   15% - 45%  N/A   3.4    1.9   TWC,   Common   Discounted   1.1   N/A   N/A   (a)   KCH,
             (T)   (T)    of goods   discount                      BTHL   shr      price                          (b)   CSH
                                     on retail                                     offered to                     (c)   
                                     price and                                     encourage                      (d)   
                                     cost plus                                     sales from                           
                                     certain                                       group                                
                                     margin for                                    companies                            
                                     high                                                                               
                                     volume                                                                             
                                     purchase                                                                           

  46         BTG   BTHR   Purchase   Cost plus  N/A   2.7    -     TWC,   Common   Purchase of  1.1   N/A   N/A   (a)   APV,
             (S)          of goods   certain                       BTHL   shr      guest                          (b)   YYK
                                     margin                                        supplies for                   (c)   
                                                                                   the hotel                      (d)   

  47         BTG   BTRS   Purchase   Cost plus  N/A   12.4   -     TWC,   Common   Purchase of  1.1   N/A   N/A   (a)   APV,
             (S)          of goods   certain                       BTHL   shr      guest                          (b)   YYK
                                     margin                                        supplies for                   (c)   
                                                                                   the hotel                      (d)   

  48         BTG   MAPL   Purchase   Cost plus  N/A   0.7    -     TWC,   Common   Purchase of  1.1   N/A   N/A   (a)   APV,
             (S)          of goods   certain                       BTHL   shr      guest                          (b)   YYK
                                     margin                                        supplies for                   (c)   
                                                                                   the hotel                      (d)   
  ---------- ----- ------ ---------- ---------- ----- ------ ----- ------ -------- ------------ ----- ----- ----- ----- ------

TRANSACTIONS BETWEEN THE GROUP (THE COMPANY AND ITS SUBSIDIARIES) AND
RELATED COMPANIES IN YEAR 2005 (CONT’D)

[TABLE]

  ---------- ----- ------ ------------ --------- ----- ------ --- ------ -------- ------------ ----- ----- ----- ----- ------
  49         BTG   PTBH   Purchase of  Cost plus N/A   15.8   -   TWC,   Common   Purchase of  1.1   N/A   N/A   (a)   -
             (S)          goods        certain                    TRL    shr      guest                          (c)   
                                       margin                                     supplies for                         
                                                                                  the hotel                            

  50         BTG   VM     Purchase of  Cost plus N/A   5.6    -   TWC,   Common   Purchase of  1.1   N/A   N/A   (a)   APV,
             (S)          goods        certain                    BTHL   shr      guest                          (b)   YYK
                                       margin                                     supplies for                   (c)   
                                                                                  the hotel                      (d)   

  51                      PURCHASE OF                  0.2    -                                                        
                          GOODS (<1.0                                                                                  
                          MB)                                                                                          

  PURCHASE                                                                                                             
  OF GALLERY                                                                                                           
  VOUCHERS                                                                                                             

  52         BTG   BTHR   Purchase of  Face      N/A   1.7    -   TWC,   Common   Vouchers to  1.1   N/A   N/A   (a)   APV,
             (S)          BTG vouchers value of                   BTHL   shr      buy goods                      (b)   YYK
                          for          voucher                                    from the                       (c)   
                          management                                              Banyan Tree                    (d)   
                          benefits                                                Gallery                              
                                                                                  provided to                          
                                                                                  management                           
                                                                                  as a                                 
                                                                                  benefit.                             

  53                      PURCHASE OF                  3.2    -                                                        
                          GALLERY                                                                                      
                          VOUCHERS                                                                                     
                          (<1.0 MB)                                                                                    
  ---------- ----- ------ ------------ --------- ----- ------ --- ------ -------- ------------ ----- ----- ----- ----- ------

TRANSACTIONS BETWEEN THE GROUP (THE COMPANY AND ITS SUBSIDIARIES) AND
RELATED COMPANIES IN YEAR 2005 (CONT’D)

[TABLE]

  ---------- ------ ----- ------ ----- ---------- ------------ ------------ --------- ----- ----- ----- ----- ----- ----- ------ ------ -------- -------- -------------- ------------ ----- ----- ----- ----- ----- ----- ----- ------ -----
  PURCHASE                                                                                                                                                                                                                             
  OF SPA                                                                                                                                                                                                                               
  VOUCHERS                                                                                                                                                                                                                             

  54                BTS          LRH              Purchase of               Face            N/A         1.3         -            TWC,            Common                  Vouchers to  1.1         N/A         N/A         (a)          APV
                                                  Spa Voucher               Value of                                             BTHL            shr                     use spa                                          (b)          
                                                  for                       voucher                                                                                      services at                                      (c)          
                                                  executive                                                                                                              the Banyan                                       (d)          
                                                  management                                                                                                             Tree Spa                                                      
                                                                                                                                                                         provided to                                                   
                                                                                                                                                                         management                                                    
                                                                                                                                                                         as a                                                          
                                                                                                                                                                         benefit.                                                      

  55                                              PURCHASE OF                                           2.3         0.2                                                                                                                
                                                  SPA VOUCHERS                                                                                                                                                                         
                                                  (<1.0 MB)                                                                                                                                                                            

  OTHER                                                                                                                                                                                                                                

  56         CGL          PTBH         Rental                  15% per                N/A         9.2         4.7         TWC           Common            Purchase of                 1.1   N/A         N/A         (a)         -      
                                       return                  annum of the                                                             shr               units to set                                                                 
                                       from 27                 investment                                                                                 up a timeshare                                                               
                                       units in                in the                                                                                     operation in                                                                 
                                       the                     leasehold                                                                                  the Angsana                                                                  
                                       Angsana                 rights                                                                                     Bintan resort.                                                               
                                       Bintan                                                                                                             A very good                                                                  
                                       resort                                                                                                             rental return                                                                
                                                                                                                                                          is being                                                                     
                                                                                                                                                          received from                                                                
                                                                                                                                                          the hotel                                                                    
                                                                                                                                                          prior to the                                                                 
                                                                                                                                                          units being                                                                  
                                                                                                                                                          required for                                                                 
                                                                                                                                                          the operation.                                                               

  57         BTHL         LBTH         Interest                Interest               N/A         2.0         2.0         TWC,          Common            Inter company               -     /           -           (a)         APV,   
                                       on loan                 rate at 6%                                                 BTHL          shr               loan to assist                                            (b)         SSU    
                                                               per annum                                                                                  in financing                                                                 
                                                                                                                                                          of                                                                           
                                                                                                                                                          construction                                                                 
                                                                                                                                                          of the Banyan                                                                
                                                                                                                                                          Tree Lijiang                                                                 
                                                                                                                                                          hotel                                                                        
  ---------- ------ ----- ------ ----- ---------- ------------ ------------ --------- ----- ----- ----- ----- ----- ----- ------ ------ -------- -------- -------------- ------------ ----- ----- ----- ----- ----- ----- ----- ------ -----

TRANSACTIONS BETWEEN SUBSIDIARIES WHICH ARE NOT 100% OWNED BY LRH IN
YEAR 2005

[TABLE]

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TRANSACTIONS BETWEEN SUBSIDIARIES WHICH ARE NOT 100% OWNED BY LRH IN
YEAR 2005 (CONT’D)

[TABLE]

[TABLE]

TRANSACTIONS BETWEEN SUBSIDIARIES WHICH ARE NOT 100% OWNED BY LRH IN
YEAR 2005 (CONT’D)

[TABLE]

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TRANSACTIONS BETWEEN SUBSIDIARIES WHICH ARE NOT 100% OWNED BY LRH IN
YEAR 2005 (CONT’D)

[TABLE]

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TRANSACTIONS BETWEEN SUBSIDIARIES WHICH ARE NOT 100% OWNED BY LRH IN
YEAR 2005 (CONT’D)

[TABLE]

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TRANSACTIONS BETWEEN SUBSIDIARIES WHICH ARE NOT 100% OWNED BY LRH IN
YEAR 2005 (CONT’D)

[TABLE]

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TRANSACTIONS BETWEEN SUBSIDIARIES WHICH ARE NOT 100% OWNED BY LRH IN
YEAR 2005 (CONT’D)

[TABLE]

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TRANSACTIONS BETWEEN SUBSIDIARIES WHICH ARE NOT 100% OWNED BY LRH IN
YEAR 2005 (CONT’D)

[TABLE]

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TRANSACTIONS BETWEEN SUBSIDIARIES WHICH ARE NOT 100% OWNED BY LRH IN
YEAR 2005 (CONT’D)

[TABLE]

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TRANSACTIONS BETWEEN SUBSIDIARIES WHICH ARE NOT 100% OWNED BY LRH IN
YEAR 2005 (CONT’D)

[TABLE]

[TABLE]

TRANSACTIONS BETWEEN SUBSIDIARIES WHICH ARE NOT 100% OWNED BY LRH IN
YEAR 2005 (CONT’D)

[TABLE]

  ---------- ----- ------ ----------- ---------- ----------------- ------ ------ ------ -------- ------------- ----- ----- ----- ----- ------
  PURCHASE                                                                                                                             
  OF GOODS                                                                                                                             

  39         BTG   BTG    Import of   Cost plus  Reimburse-ment of 4.6    -      TWC,   Common   Central       1.1   N/A   N/A   (a)   CSN
             (S)   (T)    finished    a 5%       administra-tive                 BTHL   shr      purchasing to                   (b)   
                          goods into  handling   expenses                                        facilitate                      (c)   
                          Thailand on fee                                                        bulk                            (d)   
                          behalf of                                                              purchasing                            
                          BTG (T) by                                                             for                                   
                          BTG (S)                                                                competitive                           
                                                                                                 pricing                               

  40         BTG   BTG    Purchases   Cost plus  Reimburse-ment of 18.6   41.4   TWC,   Common   Central       1.1   N/A   N/A   (a)   CSN
             (T)   (S)    in Thailand a 5%       administra-tive                 BTHL   shr      purchasing to                   (b)   
                          made on     handling   expenses                                        facilitate                      (c)   
                          behalf of   fee                                                        bulk                            (d)   
                          BTG (S) by                                                             purchasing                            
                          BTG (T)                                                                for                                   
                                                                                                 competitive                           
                                                                                                 pricing                               

  41         BTG   LBTL   Purchase of Cost plus  N/A               6.1    0.6    TWC,   Common   Purchase of   1.1   N/A   N/A   (a)   JRB,
             (T)          guest       certain                                    BTHL   shr      goods                           (b)   CH,
                          supplies    margin                                                                                     (c)   KCH,
                          for the                                                                                                (d)   MA,
                          hotel                                                                                                        NK,
                                                                                                                                       NT,
                                                                                                                                       SSK,
                                                                                                                                       SSU

  42         BTG   TWPL   Purchase of Cost plus  N/A               3.8    0.7    TWC,   Common   Purchase of   1.1   N/A   N/A   (a)   JRB,
             (T)          guest       certain                                    BTHL   shr      goods                           (b)   CH,
                          supplies    margin                                                                                     (c)   KCH,
                          for the                                                                                                (d)   MA,
                          hotel                                                                                                        NK,
                                                                                                                                       NT,
                                                                                                                                       SSK,
                                                                                                                                       SSU

  43                      PURCHASE OF                              2.2    1.0                                                          
                          FINISHED                                                                                                     
                          GOODS (<1.0                                                                                                  
                          MB)                                                                                                          
  ---------- ----- ------ ----------- ---------- ----------------- ------ ------ ------ -------- ------------- ----- ----- ----- ----- ------

TRANSACTIONS BETWEEN SUBSIDIARIES WHICH ARE NOT 100% OWNED BY LRH IN
YEAR 2005 (CONT’D)

[TABLE]

[TABLE]

REFERENCE FOR REASON of Having Related Person Being a Shareholder in
lieu of the Co. AS OF 31 December 2005

+---+-----------------------------------+-----------------------------+
| R |   Relationship                    |   Reason                    |
| e |                                   |                             |
| f |                                   |                             |
| . |                                   |                             |
+---+-----------------------------------+-----------------------------+
| ( |   TWC owns:                       |   TWC has interests in      |
| a |                                   |   hotels and resorts and    |
| ) |   - 34.78% in LRH,                |   LRH was a spin off from   |
|   |                                   |   TWC when it consolidated  |
|   |   - 19.80% in TRL,                |   most of its hotel         |
|   |                                   |   interests into LRH. Apart |
|   |   - 45.45% in TWFP                |   from LRH, TWC also has    |
|   |                                   |   hotel interests through   |
|   |                                   |   TRL. TWC's other          |
|   |                                   |   interests include         |
|   |                                   |   consumer food products    |
|   |                                   |   through an investment in  |
|   |                                   |   TWFP.                     |
+---+-----------------------------------+-----------------------------+
| ( |   BTHL owns :                     |   BTHL has interests in     |
| b |                                   |   hotel operations          |
| ) |   - 48.39% in LRH*,               |   worldwide and Thailand is |
|   |                                   |   one of these countries.   |
|   |   - 49.00% in BTRS (T),           |   BTHL and LRH have a joint |
|   |                                   |   venture relationship in   |
|   |   - 49.00% in BTG (T),            |   several companies in      |
|   |                                   |   using the Banyan Tree     |
|   |   - 49.00% in BTG (S),            |   brandname and know-how    |
|   |                                   |   for the mutual benefit of |
|   |   - 100.00% in BTHR,              |   maximising the return on  |
|   |                                   |   such investments.         |
|   |   - 100.00% in BTR,               |                             |
|   |                                   |                             |
|   |   - 100.00% in BTS,               |                             |
|   |                                   |                             |
|   |   - 96.69% in VM which 100% owns  |                             |
|   |   MAPL,                           |                             |
|   |                                   |                             |
|   |   - 30.00% in BTSH which 100%     |                             |
|   |   owns BTRS                       |                             |
+---+-----------------------------------+-----------------------------+
| ( |   TRL owns:                       |   TRL has interests in      |
| c |                                   |   hotels and resorts, and   |
| ) |   - 18.45% directly and 22.14%    |   TWC and BTHL were a spin  |
|   |   indirectly through GSI in BTHL, |   off from TRL when it      |
|   |                                   |   consolidated most of its  |
|   |   - 100.00% in GSI which owns     |   hotels interests into TWC |
|   |   55.00% in TBPL, the 100.00%     |   and BTHL.                 |
|   |   owner of PTBH,                  |                             |
|   |                                   |                             |
|   |   - 55.00% in TBPL, which owns    |                             |
|   |   100.00% in PTBH, through GSI    |                             |
+---+-----------------------------------+-----------------------------+
| ( |   LRH owns:                       |   LRH also has interests in |
| d |                                   |   hotels and resorts        |
| ) | -   100% in TWRH,                 |   operation worldwide       |
|   |                                   |   through its investment in |
|   | -   19.80% in TRL through TWRH,   |   TRL. LRH's other          |
|   |                                   |   interests include         |
|   | -   10.12% directly and 6.14%     |   agricultural business     |
|   |     indirectly in TWC through     |   through an investment in  |
|   |     TWRH.                         |   TWC.                      |
+---+-----------------------------------+-----------------------------+

Note * Percentage of BTHL’s direct shareholding in LRH as at the latest
share register book closing on 30 December 2005

REFERENCE FOR Procedures for Approving Related PARTY TransactionS

Re: Rules and Procedures and Disclosure of Connected Transactions of
Listed Company dated 19 November 2003 amended on 21 July 2004

  ----------- -------------------------------------------------------------
  Reference   Reason

  1           Normal business transaction or supporting normal business
              transaction

  1.1         Normal business transaction with general trading conditions

  1.2         Supporting normal business transaction with general trading
              conditions and with return that can be computed from
              underlying assets or value
  ----------- -------------------------------------------------------------

REFERENCE FOR Valuation Price / Rental Fee Assessed by 3rd Parties

+-----+-----+----------------------------------------------------------+
| Ref | Tr  | Justification for Transactions                           |
| ere | ans |                                                          |
| nce | act |                                                          |
|     | ion |                                                          |
|     | T   |                                                          |
|     | ype |                                                          |
+-----+-----+----------------------------------------------------------+
| A   | Ret | - Rental rate set at a square metre basis is in line     |
|     | ail | with market rate.                                        |
|     | Ren |                                                          |
|     | tal | - The majority of the rental of Banyan Tree Gallery, Spa |
|     |     | and restaurants are contracted on a % of revenue basis   |
|     |     | and have been separately negotiated with the management  |
|     |     | of each hotel operation.                                 |
|     |     |                                                          |
|     |     | - Spa contracts being negotiated with other unrelated    |
|     |     | hotel operators are also structured on a % of revenue    |
|     |     | basis i.e. this is the general rental policy applied by  |
|     |     | the Banyan Tree Group.                                   |
+-----+-----+----------------------------------------------------------+
| B   | Off | - Rental rate is in line with market rate. Generally in  |
|     | ice | the upper range if compared to the same building in a    |
|     | Ren | similar location.                                        |
|     | tal |                                                          |
|     |     | - Terms and conditions in the agreement are similar to   |
|     |     | other customers and the market.                          |
|     |     |                                                          |
|     |     | - Service has been separated from rental for tax         |
|     |     | reasons.                                                 |
+-----+-----+----------------------------------------------------------+
| C   | L   | - Land lease rates are very different in the market      |
|     | and | depending on the location and type of land.              |
|     | Ren |                                                          |
|     | tal | - NPV calculation of rent charged has been compared to   |
|     |     | valuations as performed by an independent property       |
|     |     | valuer.                                                  |
+-----+-----+----------------------------------------------------------+

  Financial Assistance

In 2005, the Company entered into significant transactions with related
companies which there were persons with mutual interest as follows:-

  Lending

  Million Baht

[TABLE]

Transactions above are either transaction that the listed company or
subsidiary offering to or receipt of financial assistance from connected
person being corporate entity which listed company or subsidiary holding
shares at a higher ratio than the ratio of shares held by other
connected persons not being listed company or subsidiary, as the case
may be, in such entity or it is a transaction between listed company or
subsidiary and subsidiary or subsidiary and subsidiary.

Guarantees

  Million Baht

+-------+--------+-----+------+---+-----+-----+-------------------------+
| Guar  | Debtor | 2   | 2004 | P |     | Nat | Necessity /             |
| antor |        | 005 |      | e |     | ure | Reasonableness of       |
|       |        |     | Am   | r |     | of  | contract                |
|       |        | Amo | ount | s |     | Rel |                         |
|       |        | unt |      | o |     | ati |                         |
|       |        |     |      | n |     | ons |                         |
|       |        |     |      | s |     | hip |                         |
|       |        |     |      | w |     |     |                         |
|       |        |     |      | i |     |     |                         |
|       |        |     |      | t |     |     |                         |
|       |        |     |      | h |     |     |                         |
|       |        |     |      | m |     |     |                         |
|       |        |     |      | u |     |     |                         |
|       |        |     |      | t |     |     |                         |
|       |        |     |      | u |     |     |                         |
|       |        |     |      | a |     |     |                         |
|       |        |     |      | l |     |     |                         |
|       |        |     |      | i |     |     |                         |
|       |        |     |      | n |     |     |                         |
|       |        |     |      | t |     |     |                         |
|       |        |     |      | e |     |     |                         |
|       |        |     |      | r |     |     |                         |
|       |        |     |      | e |     |     |                         |
|       |        |     |      | s |     |     |                         |
|       |        |     |      | t |     |     |                         |
+-------+--------+-----+------+---+-----+-----+-------------------------+
|       |        |     |      |   |     |     |                         |
+-------+--------+-----+------+---+-----+-----+-------------------------+
|       |        |     |      |   |     |     |                         |
+-------+--------+-----+------+---+-----+-----+-------------------------+
|       |        |     |      |   |     |     |                         |
+-------+--------+-----+------+---+-----+-----+-------------------------+
| LRH   | LSC    | 2   | 2.00 | T |     | Com | 1. Due to their         |
|       |        | .00 |      | W |     | mon | financial size, the     |
|       |        |     |      | C |     | Sh  | debtors are not able to |
|       |        |     |      | , |     | are | obtain favorable        |
|       |        |     |      | B |     | hol | borrowing terms from    |
|       |        |     |      | T |     | der | banks without a         |
|       |        |     |      | H |     |     | guarantee from LRH /    |
|       |        |     |      | L |     |     | TWRH.                   |
|       |        |     |      |   |     |     |                         |
|       |        |     |      |   |     |     | 2. It is a generally    |
|       |        |     |      |   |     |     | accepted practice to    |
|       |        |     |      |   |     |     | rely on the parent      |
|       |        |     |      |   |     |     | company's financial     |
|       |        |     |      |   |     |     | strength to act as a    |
|       |        |     |      |   |     |     | guarantor for its       |
|       |        |     |      |   |     |     | subsidiaries borrowings |
|       |        |     |      |   |     |     | to obtain favorable     |
|       |        |     |      |   |     |     | terms which result in   |
|       |        |     |      |   |     |     | higher profitability    |
|       |        |     |      |   |     |     | for the group.          |
+-------+--------+-----+------+---+-----+-----+-------------------------+
| LRH   | BTG    | 7   | 7.00 | T |     | Com |                         |
|       | (T)    | .00 |      | W |     | mon |                         |
|       |        |     |      | C |     | Sh  |                         |
|       |        |     |      | , |     | are |                         |
|       |        |     |      | B |     | hol |                         |
|       |        |     |      | T |     | der |                         |
|       |        |     |      | H |     |     |                         |
|       |        |     |      | L |     |     |                         |
+-------+--------+-----+------+---+-----+-----+-------------------------+
| LRH   | PCD    | -   | 0.50 | T |     | Com |                         |
|       |        |     |      | W |     | mon |                         |
|       |        |     |      | C |     | Sh  |                         |
|       |        |     |      | , |     | are |                         |
|       |        |     |      | B |     | hol |                         |
|       |        |     |      | T |     | der |                         |
|       |        |     |      | H |     |     |                         |
|       |        |     |      | L |     |     |                         |
+-------+--------+-----+------+---+-----+-----+-------------------------+
|       |        | 9   | 9.50 |   |     |     |                         |
|       |        | .00 |      |   |     |     |                         |
+-------+--------+-----+------+---+-----+-----+-------------------------+

Transactions above are either transaction that the listed company or
subsidiary offering to or receipt of financial assistance from connected
person being corporate entity which listed company or subsidiary holding
shares at a higher ratio than the ratio of shares held by other
connected persons not being listed company or subsidiary, as the case
may be, in such entity or it is a transaction between listed company or
subsidiary and subsidiary or subsidiary and subsidiary.

ABBREVIATIONS

+-------+---------------------------+--------+-------------------------+
|   BGL |   Bangtao Grande Limited  |   LGL  |   Laguna Grande Limited |
+-------+---------------------------+--------+-------------------------+
|   BTG |   Banyan Tree Gallery     |   LHC  |   Laguna Holiday Club   |
|   (S) |   (Singapore) Pte. Ltd    |        |   Limited               |
+-------+---------------------------+--------+-------------------------+
|   BTG |   Banyan Tree Gallery     |   LRH  |   Laguna Resorts &      |
|   (T) |   (Thailand) Limited      |        |   Hotels Public Company |
|       |                           |        |   Limited               |
+-------+---------------------------+--------+-------------------------+
|       |   Banyan Tree Holdings    |   LSC  |   Laguna Services       |
|  BTHL |   Pte Ltd.                |        |   Company Limited       |
+-------+---------------------------+--------+-------------------------+
|       |   Banyan Tree Hotels &    |   MAPL |   Maldives Angsana Pvt  |
|  BTHR |   Resorts Pte Ltd.        |        |   Ltd.                  |
+-------+---------------------------+--------+-------------------------+
|   BTR |   Banyan Tree Resorts     |   PCD  |   PCD Limited           |
|       |   Limited                 |        |                         |
+-------+---------------------------+--------+-------------------------+
|       |   Banyan Tree Resorts     |   PTBH |   PT. Bintan Hotels     |
|  BTRS |   (Seychelles) Limited    |        |                         |
+-------+---------------------------+--------+-------------------------+
|       |   Banyan Tree Resorts &   |   TBPL |   Tropical Bintan Pte   |
|  BTRS |   Spas (Thailand) Company |        |   Ltd                   |
|   (T) |   Limited                 |        |                         |
|       |                           |        |                         |
|       |   (previously named       |        |                         |
|       |   “Banyan Tree Spa        |        |                         |
|       |   Company Limited)        |        |                         |
+-------+---------------------------+--------+-------------------------+
|       |                           |   TDC  |   Tapioca Development   |
|       |                           |        |   Corporation Limited   |
+-------+---------------------------+--------+-------------------------+
|   BTS |   Banyan Tree Spas Pte    |   TRL  | Tropical Resorts        |
|       |   Ltd.                    |        | Limited                 |
+-------+---------------------------+--------+-------------------------+
|       |   Banyan Tree Seychelles  |   TWFP |   Thai Wah Food         |
|  BTSH |   Holdings Limited        |        |   Products Public       |
|       |                           |        |   Company Limited       |
+-------+---------------------------+--------+-------------------------+
|   CGL |   Cheer Golden Limited    |   TWPL |   Thai Wah Plaza        |
|       |                           |        |   Limited               |
+-------+---------------------------+--------+-------------------------+
|   GSI |   Gold Sand Investments   |   VM   |   Vabbinest Maldives    |
|       |   Limited                 |        |   Pvt Ltd.              |
+-------+---------------------------+--------+-------------------------+
|   LBC |   Laguna Beach Club       |   WEN  |   Wenco Thai Limited    |
|       |   Limited                 |        |                         |
+-------+---------------------------+--------+-------------------------+
|       |   Lijiang Banyan Tree     |   TWC  |   Thai Wah Public       |
|  LBTH |   Hotel Co., Ltd.         |        |   Company Limited       |
|       |                           |        |                         |
|       |                           |        |   (acted by Thai Wah    |
|       |                           |        |   Group Planner Company |
|       |                           |        |   Limited               |
|       |                           |        |                         |
|       |                           |        |   as the Plan           |
|       |                           |        |   Administrator)        |
+-------+---------------------------+--------+-------------------------+
|       |   Laguna Banyan Tree      |        |                         |
|  LBTL |   Limited                 |        |                         |
+-------+---------------------------+--------+-------------------------+

INITIALS

+-----+-----------------------------+-------+-------------------------+
|     |   Mr. Kwon Ping Ho          |   JRB |   Mr. James R. Batt     |
| KPH |                             |       |                         |
+-----+-----------------------------+-------+-------------------------+
|     |   Mr. Kwoncjan Ho           |   YYK |   Mr. Yeow Yew Keong    |
| KCH |                             |       |                         |
+-----+-----------------------------+-------+-------------------------+
|     |   Ms. Chiang See Ngoh       |   MA  |   Mr. Michael R. Ayling |
| CSN |                             |       |                         |
+-----+-----------------------------+-------+-------------------------+
|     |   Mr. Ariel P. Vera         |   NT  |   Mr. Niyom             |
| APV |                             |       |   Tassaneetipagorn      |
+-----+-----------------------------+-------+-------------------------+
|     |   Ms. Sirivan               |   CH  |   Mr. Kuan Chiet        |
| SSK |   Skulkerevathana           |       |                         |
+-----+-----------------------------+-------+-------------------------+
|     |   Mr. Surapon Supratya      |   CSH |   Mr. Shankar Chandran  |
| SSU |                             |       |                         |
+-----+-----------------------------+-------+-------------------------+
| AU  |   Ms. Areewan Umpornpaiboon |   SDR |   Mr. Stuart David      |
|     |                             |       |   Reading               |
+-----+-----------------------------+-------+-------------------------+
| NK  |   Ms. Nanchalee             |       |                         |
|     |   Kecharananta              |       |                         |
+-----+-----------------------------+-------+-------------------------+