Related party transactions 

During 2006, the Company and its subsidiaries had significant business
transactions with their 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, except for loans to
    Lijiang Banyan Tree Hotel Co., Ltd. which are denominated in US
    dollars. The Baht loans carry interest at a rate equal to the
    lenders’ borrowing costs per annum (based upon commercial bank’s
    interest rates) plus a margin of 1.1 percent. 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 percent to 4 percent 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 percent to 10 percent 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

  - Common area services, transportation charges,

computer training centre and staff buses : based on actual cost

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

  budgeted revenue

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

(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 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 percent of total revenue
     and an incentive fee of 10 percent of gross operating profit.

(iii) The management contract of the Banyan Tree Bangkok and Banyan Tree
      Lijiang pay a basic management fee of 3 percent of total revenue
      and an incentive fee of 10 percent 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:

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

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

  All management fees are consistent with industry practice and the
  sharing of group marketing costs incurred by Laguna Banyan Tree
  Limited (Banyan Tree Phuket), Lijiang Banyan Tree Hotel Co., Ltd.
  (Banyan Tree Lijiang), 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
    subsidiaries and related companies are priced at a 15 percent to 45
    percent 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 percent. 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
  percent to 8.5 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.

(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 central storage was charged at Baht 300 per square metre
      per month.

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

(v) 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.

(vi) Rental and service fee for Banyan Tree Gallery (Singapore) is at
     the rate of S$ 2.94 per square feet per month.

(vii) The air conditioning rental fee related to the use of Laguna
      Service Company Limited’s marquee which is on the basis of Baht
      7,600 per bay and Baht 2,000 per hour.

-   Cheer Golden Limited receives a return of 15 percent per annum under
    a Management Agreement on the investment in the leasehold rights it
    purchased in the Angsana Resort & Spa on Bintan Island, Indonesia in
    2002.

-   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.

-   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.

-   Loans have been provided to fund the construction of Banyan Tree
    Lijiang, which are denominated in US dollars. The loans are
    long-term loans which carry interest at rates of 6 percent and 7.25
    percent per annum and are repayable within 24 months and 8 years
    after the first drawdown.

-   Sales of goods from Banyan Tree Gallery (Singapore) Pte Limited 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 at the outlets.

-   The termination of leasehold rights held in hotel units by Cheer
    Golden Limited and Laguna Holiday Club Limited and the subsequent
    purchase of the leasehold rights in these hotels units by PT. AVC
    Indonesia related to restructuring of ownership of units held by the
    group in the Angsana Resort & Spa Bintan, Indonesia. The leasehold
    rights in the units were originally purchased by Cheer Golden
    Limited and Laguna Holiday Club Limited. However, due to the
    commencement of Laguna Holiday Club’s Bintan operations during the
    year, the leasehold rights of the units were transferred to PT. AVC
    Indonesia who is performing the local operations.

Procedures for approving related party 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 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 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 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 2006

[TABLE]

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

  1               BTHL      LBTH   Reimbursement   Actual   Reimburse-ment   2.0    0.2    TWC,   Common   Convenience   1.1   N/A   N/A   (a)   APV,
                                   of actual       cost     of costs                       BTHL   shr      of payment                      (b)   SSU
                                   expenses                                                                                                (c)   
                                                                                                                                           (d)   

  2               BTHL      LRH    Reimbursement   Actual   Reimburse-ment   20.9   15.6   TWC,   Common   Convenience   1.1   N/A   N/A   (a)   APV,
                                   of actual       cost     of costs                       BTHL   shr      of payment                      (b)   KPH,
                                   expenses mainly                                                                                         (c)   SSU
                                   for legal fee                                                                                           (d)   
                                   related to                                                                                                    
                                   Tsunami                                                                                                       
                                   insurance claim                                                                                               

  3               BTHR      LBTH   Reimbursement   Actual   Reimburse-ment   19.4   16.5   TWC,   Common   Sales &       1.1   N/A   N/A   (a)   APV
                                   of sales and    cost     of costs                       BTHL   shr      marketing                       (b)   
                                   marketing costs                                                         strategy of                     (c)   
                                   by BTHR in its                                                          the Banyan                      (d)   
                                   Singapore                                                               Tree Group                            
                                   Office which                                                            (Refer to                             
                                   relate                                                                  item 29)                              
                                   specifically to                                                                                               
                                   the promotion                                                                                                 
                                   of the Banyan                                                                                                 
                                   Tree Lijiang                                                                                                  

  4               BTHR      LBTL   Reimbursement   Actual   Reimburse-ment   36.5   2.8    TWC,   Common   Sales &       1.1   N/A   N/A   (a)   -
                                   of sales and    cost     of costs                       BTHL   shr      marketing                       (b)   
                                   marketing costs                                                         strategy of                     (c)   
                                   incurred by                                                             the Banyan                      (d)   
                                   BTHR in its                                                             Tree Group                            
                                   Singapore                                                               (Refer to                             
                                   Office which                                                            item 30)                              
                                   relate                                                                                                        
                                   specifically to                                                                                               
                                   the promotion                                                                                                 
                                   of the Banyan                                                                                                 
                                   Tree Phuket                                                                                                   

  5               BTHR      TWPL   Reimbursement   Actual   Reimburse-ment   15.6   2.1    TWC,   Common   Sales and     1.1   N/A   N/A   (a)   -
                                   of sales and    cost     of costs                       BTHL   shr      marketing                       (b)   
                                   marketing costs                                                         strategy of                     (c)   
                                   incurred by                                                             the Banyan                      (d)   
                                   BTHR in its                                                             Tree Group                            
                                   Singapore                                                               (Refer to                             
                                   Office which                                                            item 32)                              
                                   relate                                                                                                        
                                   specifically to                                                                                               
                                   the promotion                                                                                                 
                                   of the Banyan                                                                                                 
                                   Tree Bangkok                                                                                                  

  6               BTRS(T)   BTG    Reimbursement   Actual   Reimburse-ment   1.3    0.2    TWC,   Common   Convenience   1.1   N/A   N/A   (a)   CSH,
                            (T)    of electricity, cost     of sales                       BTHL   shr      of payment                      (b)   KCH
                                   air                      proceeds                                                                       (c)   
                                   conditioning                                                                                            (d)   
                                   ,water charges                                                                                                
                                   and other                                                                                                     
                                   expenses                                                                                                      
                                   related to                                                                                                    
                                   rental                                                                                                        
                                   agreement                                                                                                     
  --------------- --------- ------ --------------- -------- ---------------- ------ ------ ------ -------- ------------- ----- ----- ----- ----- ------

TRANSACTIONS BETWEEN THE GROUP (THE COMPANY AND ITS SUBSIDIARIES) AND
RELATED COMPANIES IN YEAR 2006 (CONT’D)

[TABLE]

  ---- --------- ------ --------------- -------- ---------------- ----- ----- ------ -------- ------------- ----- ----- ----- ----- ------
  7    BTRS(T)   TWPL   Reimbursement   Actual   Reimburse-ment   2.4   0.5   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                                                                                                   

  8    LBTL      BTHR   Reimbursement   Actual   Reimburse-ment   5.9   3.9   TWC,   Common   Convenience   1.1   N/A   N/A   (a)   -
                        of actual       cost     of costs                     BTHL   shr      of payment                      (b)   
                        expenses                                                                                              (c)   
                                                                                                                              (d)   

  9    LBTL      BTRS   Reimbursement   Actual   Reimburse-ment   8.8   1.3   TWC,   Common   Convenience   1.1   N/A   N/A   (a)   KCH
                 (T)    of actual       cost     of costs                     BTHL   shr      of payment                      (b)   
                        expenses                                                                                              (c)   
                                                                                                                              (d)   

  10   LRH       BTHL   Reimbursement   Actual   Reimburse-ment   1.4   0.2   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)   

  11   LRH       BTHR   Reimbursement   Actual   Reimburse-ment   2.1   0.5   TWC,   Common   Convenience   1.1   N/A   N/A   (a)   KPH,
                        of actual       cost     of costs                     BTHL   shr      of payment                      (b)   APV
                        expenses for                                                                                          (c)   
                        Banyan Tree                                                                                           (d)   
                        projects in                                                                                                 
                        Laos and                                                                                                    
                        Lijiang                                                                                                     
                        People’s                                                                                                    
                        Republic of                                                                                                 
                        China and                                                                                                   
                        traveling                                                                                                   
                        expenses                                                                                                    

  12   LRH       BTR    Reimbursement   Actual   Reimburse-ment   2.2   1.1   TWC,   Common   Convenience   1.1   N/A   N/A   (a)   APV
                        of salary       cost     of costs                     BTHL   shr      of payment                      (b)   
                        expenses and                                                                                          (c)   
                        traveling                                                                                             (d)   
                        expenses                                                                                                    
  ---- --------- ------ --------------- -------- ---------------- ----- ----- ------ -------- ------------- ----- ----- ----- ----- ------

TRANSACTIONS BETWEEN THE GROUP (THE COMPANY AND ITS SUBSIDIARIES) AND
RELATED COMPANIES IN YEAR 2006 (CONT’D)

[TABLE]

  ---- ------ --------- ----------------- -------- ---------------- ------ ----- ------ -------- ------------- ----- ----- ----- ----- ------
  13   LRH    BTRS(T)   Reimbursement of  Actual   Reimburse-ment   1.1    0.2   TWC,   Common   Convenience   1.1   N/A   N/A   (a)   KCH,
                        telephone,        cost     of costs                      BTHL   shr      of payment                      (b)   APV
                        electricity &                                                                                            (c)   
                        air-conditioner                                                                                          (d)   
                        expenses relating                                                                                              
                        to rental                                                                                                      
                        agreement                                                                                                      

  14   PTBH   AVCI      Reimbursement for Actual   Reimburse-ment   7.9    7.9   TWC,   Common   Convenience   1.1   N/A   N/A   (a)   -
                        salary expenses   cost     of costs                      TRL    shr      of payment                      (b)   
                        and other                                                                                                (c)   
                        expenses                                                                                                 (d)   

  15   TWPL   BTHR      Reimbursement of  Actual   Reimburse-ment   14.6   4.1   TWC,   Common   Convenience   1.1   N/A   N/A   (a)   -
                        sales and         cost     of costs                      BTHL   shr      of payment                      (b)   
                        marketing costs                                                                                          (c)   
                        incurred by                                                                                              (d)   
                        Banyan Tree                                                                                                    
                        Bangkok which                                                                                                  
                        relate                                                                                                         
                        specifically to                                                                                                
                        BTHR                                                                                                           

  16   TWPL   BTRS (T)  Reimbursement of  Actual   Reimburse-ment   9.0    1.5   TWC,   Common   Convenience   1.1   N/A   N/A   (a)   KCH
                        telephone         cost     of costs                      BTHL   shr      of payment                      (b)   
                        expenses,                                                                                                (c)   
                        electricity and                                                                                          (d)   
                        air conditioning                                                                                               
                        related to rental                                                                                              
                        agreement                                                                                                      

  17   WYLH   LBTH      Reimbursement of  Actual   Reimburse-ment   4.6    0.2   TWC,   Common   Convenience   1.1   N/A   N/A   (a)   APV
                        actual expenses   cost     of costs                      BTHL   shr      of payment                      (b)   
                                                                                                                                 (c)   
                                                                                                                                 (d)   

  18                    REIMBURSEMENT OF                            9.5    6.4                                                         
                        COSTS (<1.0 MB)                                                                                                
  ---- ------ --------- ----------------- -------- ---------------- ------ ----- ------ -------- ------------- ----- ----- ----- ----- ------

TRANSACTIONS BETWEEN THE GROUP (THE COMPANY AND ITS SUBSIDIARIES) AND
RELATED COMPANIES IN YEAR 2006 (CONT’D)

[TABLE]

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TRANSACTIONS BETWEEN THE GROUP (THE COMPANY AND ITS SUBSIDIARIES) AND
RELATED COMPANIES IN YEAR 2006 (CONT’D)

[TABLE]

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TRANSACTIONS BETWEEN THE GROUP (THE COMPANY AND ITS SUBSIDIARIES) AND
RELATED COMPANIES IN YEAR 2006 (CONT’D)

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TRANSACTIONS BETWEEN THE GROUP (THE COMPANY AND ITS SUBSIDIARIES) AND
RELATED COMPANIES IN YEAR 2006 (CONT’D)

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TRANSACTIONS BETWEEN THE GROUP (THE COMPANY AND ITS SUBSIDIARIES) AND
RELATED COMPANIES IN YEAR 2006 (CONT’D)

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TRANSACTIONS BETWEEN THE GROUP (THE COMPANY AND ITS SUBSIDIARIES) AND
RELATED COMPANIES IN YEAR 2006 (CONT’D)

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TRANSACTIONS BETWEEN THE GROUP (THE COMPANY AND ITS SUBSIDIARIES) AND
RELATED COMPANIES IN YEAR 2006 (CONT’D)

[TABLE]

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TRANSACTIONS BETWEEN THE GROUP (THE COMPANY AND ITS SUBSIDIARIES) AND
RELATED COMPANIES IN YEAR 2006 (CONT’D)

[TABLE]

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TRANSACTIONS BETWEEN THE GROUP (THE COMPANY AND ITS SUBSIDIARIES) AND
RELATED COMPANIES IN YEAR 2006 (CONT’D)

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TRANSACTIONS BETWEEN THE GROUP (THE COMPANY AND ITS SUBSIDIARIES) AND
RELATED COMPANIES IN YEAR 2006 (CONT’D)

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TRANSACTIONS BETWEEN THE GROUP (THE COMPANY AND ITS SUBSIDIARIES) AND
RELATED COMPANIES IN YEAR 2006 (CONT’D)

[TABLE]

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TRANSACTIONS BETWEEN THE GROUP (THE COMPANY AND ITS SUBSIDIARIES) AND
RELATED COMPANIES IN YEAR 2006 (CONT’D)

[TABLE]

[TABLE]

TRANSACTIONS BETWEEN THE GROUP (THE COMPANY AND ITS SUBSIDIARIES) AND
RELATED COMPANIES IN YEAR 2006 (CONT’D)

[TABLE]

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

  47         BTG   BTRS   Purchase   15% - 45%  N/A   6.6   0.6   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                                        encourage                      (d)   
                                                                                  sales from                           
                                                                                  group                                
                                                                                  companies                            

  48         BTG   HSD    Purchase   15% - 45%  N/A   4.2   3.2   TWC,   Common   Discounted   1.1   N/A   N/A   (a)   CSH
             (T)          of goods   discount                     BTHL   shr      price                          (b)   
                                     on retail                                    offered to                     (c)   
                                     price                                        encourage                      (d)   
                                                                                  sales from                           
                                                                                  group                                
                                                                                  companies                            

  49         BTG   HSE    Purchase   15% - 45%  N/A   1.3   -     TWC,   Common   Discounted   1.1   N/A   N/A   (a)   CSH
             (T)          of goods   discount                     BTHL   shr      price                          (b)   
                                     on retail                                    offered to                     (c)   
                                     price                                        encourage                      (d)   
                                                                                  sales from                           
                                                                                  group                                
                                                                                  companies                            

  50         BTG   JRR    Purchase   15% - 45%  N/A   3.2   3.2   TWC,   Common   Discounted   1.1   N/A   N/A   (a)   -
             (T)          of goods   discount                     BTHL   shr      price                          (b)   
                                     on retail                                    offered to                     (c)   
                                     price                                        encourage                      (d)   
                                                                                  sales from                           
                                                                                  group                                
                                                                                  companies                            
  ---------- ----- ------ ---------- ---------- ----- ----- ----- ------ -------- ------------ ----- ----- ----- ----- ------

TRANSACTIONS BETWEEN THE GROUP (THE COMPANY AND ITS SUBSIDIARIES) AND
RELATED COMPANIES IN YEAR 2006 (CONT’D)

[TABLE]

  ---- ----- ------ ---------- --------- ----- ------ ----- ------ -------- ----------- ----- ----- ----- ----- ------
  51   BTG   BTHR   Purchase   Cost plus N/A   9.1    1.7   TWC,   Common   Purchase of 1.1   N/A   N/A   (a)   APV,
       (S)          of goods   certain                      BTHL   shr      guest                         (b)   YYK
                               margin                                       supplies                      (c)   
                                                                            for the                       (d)   
                                                                            hotel                               

  52   BTG   BTRS   Purchase   Cost plus N/A   22.7   5.3   TWC,   Common   Purchase of 1.1   N/A   N/A   (a)   APV,
       (S)          of goods   certain                      BTHL   shr      guest                         (b)   YYK
                               margin                                       supplies                      (c)   
                                                                            for the                       (d)   
                                                                            hotel                               

  53   BTG   MA     Purchase   Cost plus N/A   7.5    0.2   TWC,   Common   Purchase of 1.1   N/A   N/A   (a)   APV,
       (S)          of goods   certain                      BTHL   shr      guest                         (b)   YYK
                               margin                                       supplies                      (c)   
                                                                            for the                       (d)   
                                                                            hotel                               

  54   BTG   PTBH   Purchase   Cost plus N/A   22.8   1.6   TWC,   Common   Purchase of 1.1   N/A   N/A   (a)   -
       (S)          of goods   certain                      TRL    shr      guest                         (c)   
                               margin                                       supplies                            
                                                                            for the                             
                                                                            hotel                               

  55   BTG   VM     Purchase   Cost plus N/A   13.9   1.3   TWC,   Common   Purchase of 1.1   N/A   N/A   (a)   APV,
       (S)          of goods   certain                      BTHL   shr      guest                         (b)   YYK
                               margin                                       supplies                      (c)   
                                                                            for the                       (d)   
                                                                            hotel                               
  ---- ----- ------ ---------- --------- ----- ------ ----- ------ -------- ----------- ----- ----- ----- ----- ------

TRANSACTIONS BETWEEN THE GROUP (THE COMPANY AND ITS SUBSIDIARIES) AND
RELATED COMPANIES IN YEAR 2006 (CONT’D)

[TABLE]

  ---------- ----- ------ ------------ --------- ------ ----- ----- ------ -------- ------------ ----- ----- ----- ----- ------
  56                      PURCHASE OF                   2.9   0.7                                                        
                          GOODS (<1.0                                                                                    
                          MB)                                                                                            

  PURCHASE                                                                                                               
  OF GALLERY                                                                                                             
  VOUCHERS                                                                                                               

  57         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.                             

  58         BTG   BTRS   Purchase of  Face      N/A    1.4   -     TWC,   Common   Vouchers to  1.1   N/A   N/A   (a)   CDH,
             (T)   (T)    BTG vouchers value of                     BTHL   shr      buy goods                      (b)   KCH
                          for          voucher                                      from the                       (c)   
                          management                                                Banyan Tree                    (d)   
                          benefits                                                  Gallery                              
                                                                                    provided to                          
                                                                                    management                           
                                                                                    as a                                 
                                                                                    benefit.                             

  59         BTG   BTS    Purchase of  Face      N/A    1.8   0.6   TWC,   Common   Vouchers to  1.1   N/A   N/A   (a)   -
             (T)          BTG vouchers value of                     BTHL   shr      buy goods                      (b)   
                          for          voucher                                      from the                       (c)   
                          management                                                Banyan Tree                    (d)   
                          benefits                                                  Gallery                              
                                                                                    provided to                          
                                                                                    management                           
                                                                                    as a                                 
                                                                                    benefit.                             

  60                      PURCHASE OF                   3.5   0.4                                                        
                          GALLERY                                                                                        
                          VOUCHERS                                                                                       
                          (<1.0 MB)                                                                                      

  PURCHASE                                                                                                               
  OF SPA                                                                                                                 
  VOUCHERS                                                                                                               

  61         BTS   LRH    Purchase of  Face      N/A    1.4   -     TWC,   Common   Vouchers to  2     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.                             
  ---------- ----- ------ ------------ --------- ------ ----- ----- ------ -------- ------------ ----- ----- ----- ----- ------

TRANSACTIONS BETWEEN THE GROUP (THE COMPANY AND ITS SUBSIDIARIES) AND
RELATED COMPANIES IN YEAR 2006 (CONT’D)

[TABLE]

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

  62                PURCHASE                1.9   -                                        
                    OF SPA                                                                 
                    VOUCHERS                                                               
                    (<1.0 MB)                                                              
  ---------- -- --- ---------- ------- ---- ----- --- --- --- ------------- --- -- -- ---- ---

[TABLE]

TRANSACTIONS BETWEEN THE GROUP (THE COMPANY AND ITS SUBSIDIARIES) AND
RELATED COMPANIES IN YEAR 2006 (CONT’D)

[TABLE]

[TABLE]

[TABLE]

  ---- ------ ----- ---------- ---------- ----- ----- ----- ------ -------- ----------- ----- ----- ----- ----- ---
  69   BTRS   LHC   Spa        40%        N/A   0.8   0.1   TWC,   Common   Spa         1.2   N/A   N/A   (a)   -
       (T)          service    discount                     BTHL   shr      services                      (b)   
                    provided   on spa                                       provided to                   (c)   
                               rack rate                                    LHC which                     (d)   
                                                                            LHC uses as                         
                                                                            a marketing                         
                                                                            tool                                

  ---- ------ ----- ---------- ---------- ----- ----- ----- ------ -------- ----------- ----- ----- ----- ----- ---

TRANSACTIONS BETWEEN SUBSIDIARIES WHICH ARE NOT 100% OWNED BY LRH IN
YEAR 2006

[TABLE]

[TABLE]

TRANSACTIONS BETWEEN SUBSIDIARIES WHICH ARE NOT 100% OWNED BY LRH IN
YEAR 2006 (CONT’D)

[TABLE]

[TABLE]

TRANSACTIONS BETWEEN SUBSIDIARIES WHICH ARE NOT 100% OWNED BY LRH IN
YEAR 2006 (CONT’D)

[TABLE]

[TABLE]

TRANSACTIONS BETWEEN SUBSIDIARIES WHICH ARE NOT 100% OWNED BY LRH IN
YEAR 2006 (CONT’D)

[TABLE]

[TABLE]

TRANSACTIONS BETWEEN SUBSIDIARIES WHICH ARE NOT 100% OWNED BY LRH IN
YEAR 2006 (CONT’D)

[TABLE]

[TABLE]

TRANSACTIONS BETWEEN SUBSIDIARIES WHICH ARE NOT 100% OWNED BY LRH IN
YEAR 2006 (CONT’D)

[TABLE]

[TABLE]

TRANSACTIONS BETWEEN SUBSIDIARIES WHICH ARE NOT 100% OWNED BY LRH IN
YEAR 2006 (CONT’D)

[TABLE]

[TABLE]

TRANSACTIONS BETWEEN SUBSIDIARIES WHICH ARE NOT 100% OWNED BY LRH IN
YEAR 2006 (CONT’D)

[TABLE]

[TABLE]

TRANSACTIONS BETWEEN SUBSIDIARIES WHICH ARE NOT 100% OWNED BY LRH IN
YEAR 2006 (CONT’D)

[TABLE]

[TABLE]

TRANSACTIONS BETWEEN SUBSIDIARIES WHICH ARE NOT 100% OWNED BY LRH IN
YEAR 2006 (CONT’D)

[TABLE]

[TABLE]

TRANSACTIONS BETWEEN SUBSIDIARIES WHICH ARE NOT 100% OWNED BY LRH IN
YEAR 2006 (CONT’D)

[TABLE]

[TABLE]

REFERENCE FOR REASON of Having Related Person Being a Shareholder in
lieu of the Co. AS OF 31^(ST) December 2006

+---+-----------------------------------+-----------------------------+
| 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  |                             |
|   |   MA,                             |                             |
|   |                                   |                             |
|   |   - 30.00% in BTSH which 100%     |                             |
|   |   owns BTRS,                      |                             |
|   |                                   |                             |
|   |   - 30.00% in LBTH,               |                             |
|   |                                   |                             |
|   |   - 100.00% in WYLH through BTS,  |                             |
|   |                                   |                             |
|   |   - 100.00% in BTPPL,             |                             |
|   |                                   |                             |
|   |   - 100.00% in HSD through BTS    |                             |
|   |   (HK),                           |                             |
|   |                                   |                             |
|   |   - 100.00% in HSE through BTS,   |                             |
|   |                                   |                             |
|   |   - 96.00% in JRR                 |                             |
+---+-----------------------------------+-----------------------------+
| ( |   TRL owns:                       |   TRL has interests in      |
| c |                                   |   hotels and resorts, and   |
| ) |   - 55.00% in TBPL which owns     |   TWC and BTHL were a spin  |
|   |   90.00% in KRL                   |   off from TRL when it      |
|   |                                   |   consolidated most of its  |
|   |   - 19.80% of TRLI through GSI    |   hotels interests into TWC |
|   |   (TRLI owns 35.52% of BTHL),     |   and BTHL.                 |
|   |                                   |                             |
|   |   - 100.00% in GSI which owns     |                             |
|   |   55.00% in TBPL, the 100.00%     |                             |
|   |   owner of PTBH,                  |                             |
|   |                                   |                             |
|   |   - 55.00% in TBPL, which owns    |                             |
|   |   100.00% in PTBH, through GSI    |                             |
+---+-----------------------------------+-----------------------------+
| R |   Relationship                    |   Reason                    |
| e |                                   |                             |
| f |                                   |                             |
| . |                                   |                             |
+---+-----------------------------------+-----------------------------+
| ( |   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.                      |
|   |                                   |                             |
|   | -   70.00% in LBTH through LBTL.  |                             |
+---+-----------------------------------+-----------------------------+

Note * Percentage of BTHL’s direct shareholding in LRH as at the latest
share register book closing on 29^(th) December 2006

REFERENCE FOR Procedures for Approving Related PARTY TransactionS

Re: Rules and Procedures and Disclosure of Connected Transactions of
Listed Company dated 19^(th) November 2003 amended on 21^(st) 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

  2           Transactions relating to assets or service amounting below
              0.03% of the Company’s net tangible asset 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 2006, the Company and its subsidiaries entered into significant
transactions with related companies which there were persons with mutual
interest as follows:-

Lending

  Million Baht

[TABLE]

  * Necessity/ Reasonableness of contract

  1. All borrowers are subsidiaries which are not able to obtain
  borrowing terms from banks as favorable as the parent company due to
  their smaller financial size.

  2. 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 subsidiary taking out its own loans.

  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.

  Guarantee

  Million Baht

  ----------- -------- -------- -------- ---------- -------------- -----------------
  Guarantor   Debtor   2006     2005     Persons    Nature of      Necessity/
                       Amount   Amount   with       Relationship   Reasonableness of
                                         mutual                    contract*
                                         interest                  

  LRH         LSC      2.00     2.00     TWC, BTHL  Common         1, 2
                                                    Shareholder    

  LRH         BTG (T)  -        7.00     TWC, BTHL  Common         1, 2
                                                    Shareholder    

                       2.00     9.00                               
  ----------- -------- -------- -------- ---------- -------------- -----------------

  *Necessity/ Reasonableness of contract

  1. Due to their financial size, the debtors are not able to obtain
  favorable borrowing terms from banks without a guarantee from LRH.

  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.

  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.

ABBREVIATIONS

+----+----------------------+----+------------------------------------+
|    |   PT. AVC Indonesia  |    |   Laguna Beach Club Limited        |
| AV |                      |  L |                                    |
| CI |                      | BC |                                    |
+----+----------------------+----+------------------------------------+
|    |   Bangtao Grande     |    |   Lijiang Banyan Tree Hotel Co.,   |
|  B |   Limited            | LB |   Ltd.                             |
| GL |                      | TH |                                    |
+----+----------------------+----+------------------------------------+
|    |   Banyan Tree        |    |   Laguna Banyan Tree Limited       |
|  B |   Gallery            | LB |                                    |
| TG |   (Singapore) Pte.   | TL |                                    |
|    |   Ltd                |    |                                    |
|  ( |                      |    |                                    |
| S) |                      |    |                                    |
+----+----------------------+----+------------------------------------+
|    |   Banyan Tree        |    |   Laguna Grande Limited            |
|  B |   Gallery (Thailand) |  L |                                    |
| TG |   Limited            | GL |                                    |
|    |                      |    |                                    |
|  ( |                      |    |                                    |
| T) |                      |    |                                    |
+----+----------------------+----+------------------------------------+
|    |   Banyan Tree        |    |   Laguna Holiday Club Limited      |
| BT |   Holdings Limited   |  L |                                    |
| HL |                      | HC |                                    |
+----+----------------------+----+------------------------------------+
|    |   Banyan Tree Hotels |    |   Laguna Resorts & Hotels Public   |
| BT |   & Resorts Pte Ltd. |  L |   Company Limited                  |
| HR |                      | RH |                                    |
+----+----------------------+----+------------------------------------+
|    |   Banyan Tree        |    |   Laguna Services Company Limited  |
|  B |   Properties Pte     |  L |                                    |
| TP |   Ltd.               | SC |                                    |
| PL |                      |    |                                    |
+----+----------------------+----+------------------------------------+
|    |   Banyan Tree        |    |   Maldives Angsana Pvt Ltd.        |
|  B |   Resorts Limited    | MA |                                    |
| TR |                      |    |                                    |
+----+----------------------+----+------------------------------------+
|    |   Banyan Tree        |    |   PT. Bintan Hotels                |
| BT |   Resorts            | PT |                                    |
| RS |   (Seychelles)       | BH |                                    |
|    |   Limited            |    |                                    |
+----+----------------------+----+------------------------------------+
|    |   Banyan Tree        |    |   Tropical Bintan Pte Ltd          |
| BT |   Resorts & Spas     | TB |                                    |
| RS |   (Thailand) Company | PL |                                    |
|    |   Limited            |    |                                    |
|  ( |                      |    |                                    |
| T) |                      |    |                                    |
+----+----------------------+----+------------------------------------+
|    |   Banyan Tree Spas   |    |   Tapioca Development Corporation  |
|  B |   Pte Ltd.           |  T |   Limited                          |
| TS |                      | DC |                                    |
+----+----------------------+----+------------------------------------+
|    |   Banyan Tree Spa    |    |   Tropical Resorts Limited         |
|  B |   (HK) Limited       |  T |                                    |
| TS |                      | RL |                                    |
|    |                      |    |                                    |
| (H |                      |    |                                    |
| K) |                      |    |                                    |
+----+----------------------+----+------------------------------------+
|    |   Banyan Tree        |    |   TRL Investments Ltd.             |
| BT |   Seychelles         | TR |                                    |
| SH |   Holdings Limited   | LI |                                    |
+----+----------------------+----+------------------------------------+
|    |   Cheer Golden       |    |   Thai Wah Public Company Limited  |
|  C |   Limited            |  T |   (acted by Thai Wah Group Planner |
| GL |                      | WC |   Company Limited as the Plan      |
|    |                      |    |   Administrator)                   |
+----+----------------------+----+------------------------------------+
|    |   Gold Sand          |    |   Twin Waters Development Co.,     |
|  G |   Investments        | TW |   Ltd.                             |
| SI |   Limited            | DC |                                    |
+----+----------------------+----+------------------------------------+
|    |   Heritage Spa Dubai |    |   Thai Wah Food Products Public    |
|  H |   LLC                | TW |   Company Limited                  |
| SD |                      | FP |                                    |
+----+----------------------+----+------------------------------------+
|    |   Heritage Spas      |    |   Thai Wah Plaza Limited           |
|  H |   Egypt LLC          | TW |                                    |
| SE |                      | PL |                                    |
+----+----------------------+----+------------------------------------+
|    |   Jiwa Renga Resorts |    |   TWR - Holdings Ltd.              |
|  J |   Ltd.               | TW |                                    |
| RR |                      | RH |                                    |
+----+----------------------+----+------------------------------------+
|    |   Kingley Realty     |    |   Vabbinest Maldives Pvt Ltd.      |
|  K |   Ltd.               | VM |                                    |
| RL |                      |    |                                    |
+----+----------------------+----+------------------------------------+
|    |                      |    |   Wah Yue Leisure Health           |
|    |                      | WY |   (Shanghai) Co., Ltd.             |
|    |                      | LH |                                    |
+----+----------------------+----+------------------------------------+

INITIALS

+-----+-----------------------------+-------+-------------------------+
|     |   Mr. Ho Kwon Ping          |   NK  |   Ms. Nanchalee         |
| KPH |                             |       |   Kecharananta          |
+-----+-----------------------------+-------+-------------------------+
|     |   Mr. Ho Kwoncjan           |   YYK |   Mr. Yeow Yew Keong    |
| KCH |                             |       |                         |
+-----+-----------------------------+-------+-------------------------+
|     |   Ms. Chiang See Ngoh       |   MRA |   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 D. Reading |
+-----+-----------------------------+-------+-------------------------+
| PN  |   Mr. Passapong Nantarak    |       |                         |
+-----+-----------------------------+-------+-------------------------+