Annual Financial Report

ABERDEEN NEW THAI INVESTMENT TRUST PLC

ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED 28 FEBRUARY 2020

STRATEGIC REPORT

FINANCIAL HIGHLIGHTS

FINANCIAL CALENDAR

CHAIRMAN'S STATEMENT

Introduction

As I report on the financial year for Aberdeen New Thai Investment Trust PLC (the "Company"), this period seems a long time ago. The world is now very different and the outlook uncertain. At the end of April 2020, many countries are either still in a state of lockdown or starting to gradually ease restrictions, as is the case in Thailand. The Manager, the Board and our other suppliers continue to work effectively in new, and sometimes trying, circumstances. This will result in changes to the plan for the AGM and the dividend approval process which are outlined below.

Thai equities fell in the year ended 28 February 2020, with the Stock Exchange of Thailand ("SET") Index posting a total return of -12.8% in sterling terms. The equity market had been sluggish for most of the year due to the US-China trade dispute and delays in forming a government following the long-awaited general elections in March 2019. The COVID-19 pandemic that began to spread globally towards the end of the period dealt a further blow to the stock market and the economy. Despite a loose monetary policy stance, spurred by the US Federal Reserve that compelled other central banks, including the Bank of Thailand to follow suit, global trade weakness persisted and consumer demand remained subdued.

Against this backdrop, your Company's net asset value ("NAV") per Ordinary share fell by 16.6% on a total-return basis, whereas the Ordinary share price fell by 18.7% reflecting a widening of the discount. The Thai baht strengthened by 3.5% against sterling, due to ongoing Brexit-related concerns and the favourable balance of payments for Thailand. This helped mitigate some of the portfolio's decline.

The Investment Manager's Report provides greater detail. Case studies on two portfolio companies, Siam Cement and East Water, are included, with a specific focus on how their Environmental, Social and Governance ("ESG") credentials are assessed and incorporated into the investment and monitoring process.

Gearing

During the year, the Company borrowed an additional £4.35 million under its £15 million loan facility with Industrial and Commercial Bank of China Limited, London Branch. This expires in 2021. The Company's drawn down loan amounted to £10.0 million as at 28 February 2020 (2019 - £5.65 million). Given the uncertainty in markets since the Company's year end your Manager has been monitoring the Company's banking covenants closely and releasing to the London Stock Exchange a regular update of the Company's net gearing ratio, which stood at 10.7% as last announced prior to approval of this Statement.

Earnings and Dividend

In total, the revenue earnings per Ordinary share were 19.8p for the year ended 28 February 2020 (2019 - 18.5p), an increase of 7.0%. An interim dividend of 8.0p per share (2019 - 7.0p) was paid to shareholders on 22 November 2019. The Board is declaring a second interim dividend per Ordinary share of 11.0p (2019 final dividend - 11.0p), taking the total dividends per share for the year to 19.0p (2020 - 18.0p), which represents a yield of 4.4% using the 28 February 2020 share price of 434.0p and a yield of 4.4% based on the share price of 429.0p on 4 May 2020. The second interim dividend will be paid on 26 June 2020 to shareholders on the register as at 29 May 2020, with an ex-dividend date of 28 May 2020.

Historically, the Company has paid an interim dividend each November and a final dividend in June, with the final dividend being subject to shareholder approval at the AGM. Announcing a second interim dividend instead of a final dividend avoids the requirement for shareholder approval for this year only. The payment date of the dividend will not be affected should there be a delay to the AGM relating to COVID-19 (see section below on the AGM).

Change to Investment Management Fee

The Board has revised the calculation of the investment management fee. This provides for improved alignment of the interests of the manager and shareholders and reflects changes to fee structures across the investment trust sector. Until 28 February 2020, the investment management fee was charged to the Company monthly and calculated at an annual rate of 0.9% of total assets less current liabilities, with a rebate to the Company for any fees received in respect of any investments by the Company in investment vehicles managed by the Standard Life Aberdeen Group (see Note 4 to the financial statements).

With effect from the start of the Company's year ending 28 February 2021, the basis of the management fee has been changed to an annual rate of 0.9% of the market capitalisation of the Company. This is also subject to a cap which limits the management fee to the equivalent of 1.15% of total assets less current liabilities, calculated monthly. The rebate provisions remain in place. Based on the market capitalisation at the close of business on 4 May 2020 the management fee change would result in a reduction in the management fee of £96,000 or 13%.

Overview

At the start of the year, investors had hoped that the country's first general elections in over five years would provide a much needed boost to the economy. Disappointingly, an impasse followed the March 2019 elections with no clear majority and a two month delay in forming a new government. The resulting uncertainty dampened economic momentum, with subsequent significant capital outflows. A coalition government was finally brought together in May, led predominantly by the military-backed Palang Pracharat Party and two smaller parties. However, with only a slim majority, the government did not have a sufficient mandate to react effectively to the needs of the economy, already hampered by the effects of the protracted US-China trade dispute. The time lost in forming the government also translated into a delay in the fiscal budget, which was finally approved in early February of this year. Furthermore, at the end of the period, the main opposition party, the Future Forward Party, was disbanded, giving the ruling coalition a more decisive majority in the Lower House, and therefore a stronger mandate.

Thai exports shrank during the year, mainly due to disruptions to supply chains as a result of the US-China trade conflict. In addition, Washington cancelled Thailand's duty free status under the Generalised System of Preferences programme for over 500 export items. While relatively small in value, this further suppressed sentiment. The usually robust domestic demand faltered under the shadow of political volatility and a severe drought hurt the agricultural sector. While overall trade was sluggish, anaemic domestic consumer and corporate demand resulted in imports falling more than exports. This supported a positive trade and current account balance over the period. The healthy current account, low inflation and ample foreign reserves allowed the Bank of Thailand to hold interest rates steady for the first six months, against a backdrop of global monetary policy easing. Eventually however, the Thai central bank reduced rates three times over the period.

The baht was one of the best performing regional currencies over most of the period. However, the strength of the currency, while favourable to the country's current account balance, meant costlier exports and inbound holidays. This put a strain on the domestic economy, particularly on trade and tourism.

Board changes

Sarah McCarthy was appointed a Director on 1 March 2019 but resigned, for personal reasons, on 29 May 2019. The Board subsequently engaged an independent search consultancy to identify a new Director, following which the appointment of Anne Gilding was announced on 18 October 2019. Over the last twenty five years Anne has led the development of global communications, branding and marketing solutions for a broad range of companies including Impax Asset Management Group plc, BMO (formerly F&C), GAM, Vernalis Group plc and UBS. She is currently a senior adviser to Peregrine Communications and has served a term as a trustee of an educational charity. Anne has already made an important contribution to the Board's deliberations and she will seek formal election as a Director at the AGM. I encourage shareholders to vote in favour of her appointment.

Clare Dobie, who had been due to retire at the AGM on 25 June 2019, agreed to remain as a Director to provide continuity during the second recruitment process. She formally resigned as a Director on 3 December 2019. I, and the other Directors, would like to express our thanks to Clare for her considerable contribution to the Board, and to the Company. Andy Pomfret was appointed Senior Independent Director in succession to Clare.

Manager review and team changes

Despite the Company providing shareholders over the long term with an attractive total return per annum, relative performance against the Thai SET Index has been more challenging. Earlier this year, the Board undertook a full review of the Investment Manager's investment process, team and operations in both Thailand and Singapore. The Board took comfort from the level of commitment shown to the region and the evolving investment process which it believes should enable the investment team to improve the long term relative performance.

The Board notes the Manager's commitment to a strong team-based approach to investment management. Orsen Karnburisudthi, the Manager's Head of Equities - Thailand, has primary responsibility for the Company's portfolio following the departure of Adithep Vanabriksha, CIO of Aberdeen Standard Investments Thailand in December 2019. The Board is pleased to report that the Investment Manager has recently recruited two experienced analysts to the team who work under Orsen's direction, further supported by the resources of the Manager's Asia-Pacific headquarters in Singapore. The investment process largely remains unchanged, although a sector specialist approach, with enhanced ESG integration, and an increased focus on the portfolio construction process, has been evolving and, with these refinements, the reinvigorated team remains concentrated on improving performance for our shareholders.

The Board is committed to providing shareholders with a strong investment proposition with the objective of delivering relative outperformance of the fund's benchmark over the long term. To that end, it keeps investment performance under constant review. However, if performance over the next three years to 28 February 2023 has not shown outperformance of the benchmark, the Board will undertake a full review of the Company's investment management arrangements which may include, but is not limited to, an option for shareholders to redeem shares for cash.

Discount and share buybacks

The Board continues to monitor the discount of the Ordinary share price to the NAV per Ordinary share (including income).It pursues a policy of selective buybacks of shares where to do so is in the best interests of shareholders whilst also having regard to the overall size of the Company. In pursuit of this objective, during the year ended 28 February 2020 the Company bought back and cancelled 92,338 Ordinary shares (2019 - 280,612 Ordinary shares) at a cost of £0.5 million (2019 - £1.6 million), representing 0.6% (2019 - 1.7%) of the Company's issued share capital at the start of the year. An additional 3,332 Ordinary shares were selectively bought back for cancellation between 1 March 2020 and the date of approval of this Annual Report resulting in 16,487,231 Ordinary shares in issue, with voting rights.

Duration

The Company does not have a fixed life. However, under the Articles of Association, if in the 12 weeks preceding the Company's financial year end (28 February) the Ordinary shares have been trading, on average, at a discount in excess of 15% to the underlying NAV (calculated including undistributed net revenue) over the same period, notice will be given of a special resolution to be proposed at the following AGM that the Company be put into voluntary liquidation. Over the 12 weeks ended 28 February 2020, the relevant figure was 13.4% and, accordingly, no special resolution to wind up the Company will be put to the AGM.

Promotional Activities

Your Board is committed to regular and effective communication with all stakeholders and continues to promote the Company through the Investment Manager's promotional activities, to which the Company contributed £58,500 (excluding VAT) during the year ended 28 February 2020 (2019 - £63,000, excluding VAT). The Board reviews regularly these promotional activities.

The Company's website continues to be enhanced and the Manager's investment trusts, including the Company, may now be followed, on LinkedIn (https://www.linkedin.com/company/aberdeen-standard-investment-trusts) and on Twitter (https://twitter.com/AberdeenTrusts).

AGM

On 26 March 2020, the UK Government implemented compulsory Stay at Home measures to manage COVID-19 in the UK. These measures dictate that public gatherings of more than two people are not permitted and that leaving one's home should only be for essential purposes. It is unclear how long these restrictions will be in place. The safety, security and health of the Company's shareholders, their guests and our advisers, including the Manager's personnel, is of paramount importance to the Board. Accordingly, in view of these measures, the Board is changing the form of the AGM this year. The AGM will be held at Bow Bells House, 1 Bread Street, London EC4M 9HH at 9.00am on 23 June 2020 but will follow the minimum legal requirements for an AGM. Only the formal business set out in the Notice will be considered, with no presentation by the Investment Manager and no refreshments nor shareholder buffet lunch. In line with the Stay at Home measures, Shareholders are strongly discouraged from attending the meeting and indeed entry may be refused if current UK Government guidance is unchanged. Arrangements will be made by the Company to ensure that a minimum number of Shareholders required to form a quorum will attend the meeting in order that the meeting may proceed.

However, the Board is keen to ensure Shareholders have an opportunity to meet with the Board and the investment management team later in the year when the measures have been relaxed. Therefore, we will be writing to you in due course with details of an opportunity to attend an investor forum at which the Board and investment manager will be in attendance to present and answer your questions.

As there is a strong possibility that Shareholders may not be able to attend the AGM in person, where possible, I would encourage you, in advance of the AGM, to lodge your vote either electronically via the registrar's online portal or by completion and return of a proxy (for direct shareholders) or a letter of direction (for Aberdeen Standard Investment Plan Participants).

I always welcome questions from our shareholders at the AGM but this year, given the format and the prevailing circumstances, I would ask shareholders to submit their questions to the Board prior to the meeting (and in any event by no later than 9 June 2020). The Board and/or the Investment Manager will respond to all such questions received either before or after the AGM. You may submit questions to the Board and Manager and on the Company, the Annual Report or the Notice of AGM in advance to [email protected].

The proposed resolutions are set out in the Notice of AGM in the printed Annual Report and explained in the Directors' Report. Further information about how to scan and submit a completed proxy to the registrar by email may also be found in the notes to the Notice of AGM.

The presentation which would normally be given to the AGM by the Investment Manager will be made available on the Company's website on 23 June 2020.

The situation in relation to COVID-19 continues to evolve and the Company will update shareholders on any changes to the above arrangements for the AGM through its website at www.newthai-trust.co.uk. Shareholders are advised to check the Company's website for updates. I trust that shareholders will be understanding and supportive of this approach.

As the Board has declared a second interim dividend, shareholders are not required to approve any dividend by ordinary resolution and a resolution to approve a final dividend will not be put to shareholders at the AGM this year. Instead, in compliance with best practice, the Company is seeking shareholder approval, under resolution 4, for a dividend policy which permits flexibility to pay either interim or final dividends.

Outlook

COVID 19 has dealt a major blow to Thailand's, the region's and the world's economies and markets. How quickly the world recovers from this unprecedented shock depends on how quickly the virus is contained.

Asia and Thailand may unwind lockdown measures earlier than elsewhere but it seems clear that there will be a global economic recession in 2020 which will affect Thailand. However, Thailand and its neighbouring countries, Cambodia, Laos, Myanmar and Vietnam, will be well placed to benefit when the recovery commences and the speed of supply chain movement away from China increases. Importantly, though, the timeframe for a recovery of inbound tourism to Thailand, a critical element of the success of the Thai economy, is unclear.

As a long term investor, your Manager sees periods of instability as opportunities to either add to favoured holdings or introduce new positions at attractive valuations. The Manager's keen focus on selecting high-quality companies with resilient financial performance, recognised ESG credentials as well as strong management and conservative investment strategies should continue to benefit your Company. Ultimately, I remain convinced that the portfolio's quality, in terms of its solid fundamentals and intact growth drivers, will continue delivering returns for shareholders, even in these uncertain times.

Nicholas Smith

Chairman

6 May 2020

OVERVIEW OF STRATEGY

Business Model

The business of the Company is that of an investment company which qualifies as an investment trust for UK capital gains tax purposes. The Directors do not envisage any change in this activity in the foreseeable future.

Investment Objective

The Company aims to provide shareholders with a high level of long term, above average capital growth through investment in Thailand.

Investment Policy

The Company's investment policy is flexible enabling it to invest in a diversified portfolio of securities (substantially in the form of equities or equity-related securities such as convertible securities and warrants but which may also include debt securities) issued by companies, spread across a range of industries, which are either (i) quoted on the SET or (ii) that are unquoted and at, or near, initial public offering stage. There are no restrictions on which market segment or geographical region within Thailand that the Company may invest nor whether its investments are in small, mid or large capitalisation companies.

Risk Diversification

The Company's portfolio will comprise no less than 10 holdings and the Investment Manager will at all times have due regard to the spread of investment risk.

The Investment Manager is authorised to invest up to 10% of the Company's net assets in the securities of any single company although circumstances may occasionally arise when it may be in shareholders' interests to make an investment that exceeds this level.

The Investment Manager is authorised to invest in unquoted securities provided that such investment, in aggregate, is limited to 10% of the Company's net assets at the time any investment is made.

The Company complies with Section 1158 of the Corporation Tax Act 2010. The Company will not invest more than 10%, in aggregate, of the value of its gross assets in investment trusts or investment companies admitted to the Official List, provided that this restriction does not apply to investments in any such investment trusts or investment companies which themselves have stated investment policies to invest no more than 15% of their gross assets in other investment trusts or investment companies admitted to the Official List. In any event, the Company invests no more than 15% of its gross assets in other listed investment companies (including listed investment trusts).

In addition, the Company will not:

- invest in physical commodities;

- enter into derivative transactions for speculative purposes;

- take legal or management control of any of its investee companies; or

- conduct any significant trading activity.

Gearing

The Board is responsible for setting the gearing limits in place for the Company subject to a maximum level of 25% of net assets (measured when new borrowings are incurred). It is intended that this power should be used to leverage the Company's portfolio in order to enhance returns when and to the extent that it is considered appropriate to do so. Gearing will be tactical in nature and used in relation to specific opportunities or circumstances. The Directors will take care to ensure that borrowing covenants permit maximum flexibility of investment policy.

Benchmark

The Company's benchmark is the Stock Exchange of Thailand Index ("SET Index") in sterling-adjusted total return terms.

Key Performance Indicators ("KPIs")

The Board uses a number of financial performance measures to assess the Company's success in achieving its objective and to determine the progress of the Company in pursuing its investment policy. The main KPIs identified by the Board in relation to the Company, which are considered at each Board meeting, are as follows:

Principal Risks and Uncertainties

There are a number of risks which, if realised, could have a material adverse effect on the Company and its financial position, performance and prospects. The Board has carried out a robust assessment of these risks, including emerging risks, which include those that would threaten its business model, future performance and solvency. The principal risks associated with an investment in the Company's shares are published monthly in the Company's factsheet or they can be found in the pre-investment disclosure document ("PIDD") published by the Manager, both of which are available from the Company's website: newthai-trust.co.uk.

The principal risks and uncertainties, and emerging risks, faced by the Company are reviewed annually by the Audit and Management Engagement Committee in the form of a detailed risk matrix and heat map and are summarised in the table below, together with any mitigating actions.

The key, new risk for the Company emerging just before the year end is the outbreak of COVID-19 which has caused significant economic disruption and contributed to global stock market volatility. The longer term effects of COVID-19 are as yet unknown. The Manager, on behalf of the Board, has sought assurances from its key service providers, as well as its own operations, that they are each invoking business continuity procedures and appropriate contingency arrangements to ensure that they are able to continue to meet their contractual obligations to the Company.

The outcome and potential impact on the Company of the current transition period up to 31 December 2020, following the UK's exit from the European Union on 31 January 2020 ("Brexit") is becoming clearer. The Company's Thai investments are limited in their direct currency exposure to the UK market while investor sentiment may lead to a widening of the discount at which the Company's shares trade. Overall the Board considers that Brexit poses an immaterial risk to the Company's business model.

Other than as set out above, the Company's principal risks and uncertainties have not changed materially since the date of approval of the Annual Report and are not expected to change materially for the current financial year.

Promoting the Company

The Board recognises the importance of promoting the Company to prospective investors both for improving liquidity and enhancing the value and rating of the Company's shares. The Board believes an effective way to achieve this is through subscription to, and participation in, the promotional programme run by Aberdeen Standard Investments on behalf of a number of investment companies under its management. The Company's financial contribution to the programme is matched by Aberdeen Standard Investments. Representatives of Aberdeen Standard Investments report quarterly to the Board with analysis of the promotional activities as well as updates on the shareholder register and any changes in the composition of that register.

The purpose of the programme is both to communicate effectively with existing shareholders and to gain new shareholders with the aim of improving liquidity and enhancing the value and rating of the Company's shares. Communicating the long-term attractions of the Company is key and therefore the Company also supports Aberdeen Standard Investments investor relations programme which involves regional roadshows as well as promotional and public relations campaigns.

Board Diversity Policy

The Board recognises the importance of having a range of skilled, experienced individuals with the right knowledge represented on the Board in order to allow the Board to fulfil its obligations. The Board also recognises the benefits, and is supportive, of the principle of diversity in its recruitment of new Board members however it does not consider appropriate the setting of diversity targets. As at 28 February 2020 there were two male Directors and two female Directors (2019: two male Directors and two female Directors).

Our Focus on Environmental, Social and Governance ("ESG")

Environment

The Company has no material greenhouse gas emissions to report from the operations of its business, nor does it have responsibility for any other emissions producing sources under the Companies Act 2006 (Strategic Report and Directors Reports) Regulations 2013. The Manager is mindful of the environmental policies of portfolio companies, and seeks to ensure that all investee companies comply with both international and regional environmental regulations.

Social

The Company has no employees as the Board has delegated day to day management and administrative functions to ASFML. There are therefore no disclosures to be made in respect of employees.

Governance

The Board acknowledges the risks associated with investment in companies which fail to conduct business responsibly. The Board has noted the corporate stewardship and sustainability programme of Aberdeen Standard Investments, which can be found at https://www.aberdeenstandard.com/en/responsible-investing. The Manager integrates ESG research and analysis across their investment process as standard.

Viability Statement

The Company does not have a formal fixed period strategic plan but the Board does formally consider risks and strategy on at least an annual basis. The Board considers the Company, with no fixed life, to be a long term investment vehicle, but for the purposes of this viability statement has decided that a period of three years is an appropriate period over which to report. The Board considers that this period reflects a balance between looking out over a long term horizon and the inherent uncertainties of looking out further than three years.

- the Company's principal risks and uncertainties as set out in the Strategic Report;

- the relevance of the Company's investment objective;

- the demand for the Company's shares indicated by the level of premium and/or discount;

- the level of income generated by the Company's portfolio as compared to its expenses;

- the overall liquidity of the Company's investment portfolio; and

- the £15m multi-currency revolving credit facility, which is repayable in October 2021, and any requirement for the Company to repay or refinance the drawn-down element of the credit facility prior to, or at, its maturity date.

In addition, the Board has considered that significant economic or stock market volatility, or further regulatory uncertainty, could have an impact on its assessment of the Company's prospects and viability in the future.

Accordingly, taking into account the Company's current position and the potential impact of its principal risks and uncertainties, the Directors have a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due for a period of three years from the date of this report. In making this assessment, the Board has considered in particular the potential short and longer term impact of COVID-19, in the form of a large economic shock, a period of significant stock market volatility, a significant reduction in the liquidity of the portfolio or changes in investor sentiment, and how these factors might affect the Company's prospects and viability in the future.

In particular the Board recognises that this assessment makes the assumption that the Company's average discount to the NAV per Ordinary share (including income) for the 12 weeks ended 28 February 2021 and 12 weeks ended 28 February 2022, individually, does not exceed 15% which negates the requirement to put to shareholders at the AGMs to be held in either 2021 or 2022, a special resolution to wind up the Company.

Future

Further details on the Directors' expectations regarding the future, may be found in the Chairman's Statement and the Investment Manager's views are included in its Report.

On behalf of the Board

Nicholas Smith,

Chairman

6 May 2020

INVESTMENT MANAGER'S REPORT

Overview

Thai equities ended lower in the year under review, as stocks mostly traded sideways before tumbling in February, a month marked by surging risk aversion amid COVID-19 fears. Over the Company's financial year, Thailand experienced a perfect storm. Political uncertainty and the extended period it took for the ruling coalition to solidify its position in the Lower House hampered public and private investment. Externally, tensions between the US and China weighed on supply chains and consequently, its exports. An appreciating Thai baht, due to positive trade balances and current accounts, further eroded the competitiveness of its products, while making it more expensive for inbound tourists. A drought dealt another blow to its agricultural commodities sector. More recently, tourism, a main pillar of the economy, has been hit hard by the COVID-19 outbreak as lockdowns have been enforced globally.

The economy grew by 2.4% in 2019, its weakest pace in five years and significantly below its 4.1% expansion in 2018. In response to the economic malaise, the central bank cut rates three times in the review period. The government also unveiled numerous stimulus measures, and intervened to control the baht's strength. The strong Thai currency drove the Company's returns in the first half of the year. With the pound appreciating relative to the baht's weakening in the second half, currency driven returns fell. A weaker baht would prove helpful in boosting exports and tourism when the economy starts to recover.

Portfolio

For the year ended 28 February 2020, the SET Index fell by 12.8% in sterling total return terms. By comparison, your Company's net asset value returned -16.6%. While performance in the one year period was disappointing, long term absolute returns have been good. Relative to the benchmark however, short to medium term performance has undeniably suffered. The team is dedicated to improving this situation helped by changes we have made to the investment process over the past two years. For instance, the adoption of stock and sector ownership, within the investment team, has made for clearer accountability and portfolio construction has been strengthened by new risk tools. Together with a sharper focus on the rationale for continuing to hold stocks, we believe that these refinements should have a positive impact on bolstering shareholder returns in the future, and we remain diligent in identifying further improvements.

The portfolio's underperformance was largely due to its holdings in the resources sector, and more specifically, in Banpu Public and its unit Banpu Power. Banpu Public, which has large coal reserves in Indonesia, China and Australia, was hurt by weaker product prices. Banpu Power, a major subsidiary that operates both conventional and renewable power generation businesses, was meanwhile affected by a power plant outage due to an earthquake in Laos last November. We favour Banpu Power for its plans to invest in cleaner energy resources, but are monitoring its near term operational performance.

Automotive-related holdings also under-performed due to a cyclical downturn in domestic car sales and exports, following a buoyant 2018. Among these was Thai Stanley, which makes lamps and design moulds for use in vehicles, and has a dominant position in both cars and motorcycles. Its earnings remained resilient, despite the challenging conditions for the industry which knocked its share price. We retain confidence in the company, given its scale and management's expertise.

The Company's agricultural and food holdings delivered strong returns over the period. In particular, Osotspa, which makes beverages and personal care products, benefited from resilience in energy drinks that bucked the overall weakness in consumption. Management's forecast for 2020 remains cautiously optimistic with growth in sales and profits, and the group, which has already widened its profit margins, has room to improve this still further from various efficiency initiatives, and increase market share amid the uncertainties from COVID-19. Meanwhile, soft drink producer Haad Thip enjoyed good growth due to the exceptionally warm weather. The stock appears relatively cheap, and provides good dividends. We favour both holdings due to their defensive characteristics in these difficult markets.

The property and construction sector, which makes up a significant proportion of the portfolio, fared well too. In particular, Tesco Lotus Retail Growth, a high quality property fund that is well diversified with 23 assets, delivered robust returns. It rallied on declining bond yields and resilient performance, though news of Tesco's plan to divest its business in Thailand erased some gains in recent months. We believe the recent change in ownership to CP All could help drive the business forward, given the REIT's complementary nature to CP All's existing franchises.

Portfolio Activity

In recent years, we have made a concerted effort to focus more on small and medium sized companies. While these remain an interesting option for the Company, we will invest in compelling opportunities across a range of market capitalisations on the SET Index.

Given our history and position in the market, we have gained a reputation for our fundamentally driven, long term investment process which is attractive to company owners looking to strengthen their shareholder profile when publicly listing their businesses. This has resulted in the opportunity to take up large holdings in two different billion dollar initial public offerings (IPOs) which took place in the past six months. Asset World Corporation has a well diversified portfolio of hospitality, retail and commercial assets. We believe Asset World is well positioned to outperform peers in the medium to long term, as it is a pure play hotel operator with no exposure to the competitive food sector. The second was Central Retail Corporation, one of Thailand's largest multi format retailers with growing exposure internationally, especially to Vietnam. Its IPO followed a three year restructuring during which it sold off underperforming operations. Its current low indebtedness allows the company flexibility to acquire more assets from its parent Central Group and elsewhere. These come in addition to the introduction of Siam Global House to the portfolio, as mentioned in the interim report. Against these, we sold Thai Reinsurance, due to a more challenging business outlook.

Outlook

The Thai government, in common with its counterparts across the globe, has increased measures to contain COVID-19. Travel curbs on foreign arrivals and the closure of pubs and sports stadiums, among others, will undoubtedly heavily dampen the economy and corporate earnings in the near term. Nevertheless, rapid disbursement of a 3.2 trillion baht (US$98 billion) national budget, approved in February following months of political deadlock, should at least have provided some assistance. At the time of writing, the government had unveiled a 117 billion baht (US$3.6 billion) economic relief package with cash handouts for low income earners beyond the tourism sector. The central bank also made an unscheduled interest rate cut, bringing the total reduction to 0.5 percentage points so far this year.

As a result of the recent financial market volatility, valuations have dropped to multi year lows, with certain stocks becoming increasingly attractive to us. Our holdings' solid balance sheets, clear competitive edges and historically healthy cash flows should we hope help buffer many against the current shock from COVID-19 witnessed not only in Thailand but across the world. Our emphasis on regular engagement with our companies we believe will help ensure that we can adjust our portfolio positioning if there are material changes to their outlook. From a macro perspective, the country's fundamentals, prior to COVID-19, remain robust, including a solid external balance sheet and liquidity, limited government debt, and a track record of orthodox monetary and fiscal policies.

Beyond the pandemic, receding political uncertainty bodes well for eventual progress in implementing national reforms and strategic plans. Longer term, Thailand is home to some outstanding businesses which provide goods and services both domestically and overseas. When the economy does recover, key beneficiaries will include exporters, consumer companies and services sectors, such as healthcare and, eventually, tourism. With Thailand regarded as the gateway into Cambodia, Laos, Myanmar and Vietnam, the market appears set to benefit as these neighbours climb the development curve, with many Thai companies gearing up to become regional leaders.

Aberdeen Standard Investments (Asia) Limited,

Investment Manager

6 May 2020

FINANCIAL HIGHLIGHTS

DIVIDENDS

TEN YEAR FINANCIAL RECORD

INVESTMENT PORTFOLIO - TEN LARGEST INVESTMENTS

As at 28 February 2020

INVESTMENT PORTFOLIO - OTHER INVESTMENTS

As at 28 February 2020

DIRECTORS' REPORT

The Directors present their Report and the audited financial statements of the Company for the year ended 28 February 2020, taking account of any events between the year end and the date of approval of this Report.

Results and Dividend

The Directors declared an initial interim dividend per share of 8.0p (2019 - 7.0p), payable on 22 November 2019 to shareholders on the register as at 25 October 2019, with an ex-dividend date of 24 October 2019.

The Directors are declaring a second interim dividend per share of 11.00p (2019 - final dividend of 11.0p per share) to be paid on 26 June 2020 to shareholders on the register on 29 May 2020. The ex-dividend date is 28 May 2020. An explanation for the second interim dividend, in place of a final dividend, may be found in the Chairman's Statement.

Investment Trust Status

The Company is registered as a public limited company in England & Wales under registration number 02448580 and has been accepted by HM Revenue & Customs as an investment trust for accounting periods beginning on or after 1 March 2012, subject to the Company continuing to meet the eligibility conditions of s1158 of the Corporation Tax Act 2010 (as amended) and S.I. 2011/2099. In the opinion of the Directors, the Company's affairs have been conducted in a manner to satisfy these conditions and enable it to continue to qualify as an investment trust for the year ended 28 February 2020.

Individual Savings Account

The Company intends to manage its affairs so that its shares will be qualifying investments for the stocks and shares component of an Individual Savings Account.

Capital Structure, Buybacks and Voting Rights

During the year ended 28 February 2020 the Company bought back and cancelled 92,338 Ordinary shares (2019 - 280,612 Ordinary shares). As at 28 February 2020, the Company's issued share capital consisted of 16,490,563 Ordinary shares (2019 - 16,582,901 Ordinary shares) with each share holding one voting right in the event of a poll. An additional 3,332 Ordinary shares were bought back for cancellation between 1 March 2020 and the date of approval of this Annual Report resulting in 16,487,231 Ordinary shares in issue, with voting rights.

Ordinary shareholders are entitled to vote on all resolutions which are proposed at general meetings of the Company. The Ordinary shares carry a right to receive dividends. On a winding up, after meeting the liabilities of the Company, the surplus assets will be paid to Ordinary shareholders in proportion to their shareholdings. There are no restrictions on the transfer of Ordinary shares in the Company other than certain restrictions which may from time to time be imposed by law and regulation.

Manager and Company Secretary

The Company has appointed Aberdeen Standard Fund Managers Limited ("ASFML"), part of the Standard Life Aberdeen Group, as its alternative investment fund manager. ASFML has been appointed to provide the Company with investment management, risk management, administration, company secretarial services and promotional activities. The Company's portfolio is managed by Aberdeen Standard Investments (Asia) Limited ("ASIAL"), by way of a group delegation agreement in place between ASFML and ASIAL. In addition, ASFML has sub-delegated promotional activities to Aberdeen Asset Managers Limited ("AAM") and administrative and secretarial services to Aberdeen Asset Management PLC (the "Company Secretaries").

Until 28 February 2020, the management fee was charged to the Company on the following basis: a monthly fee, payable in arrears, calculated at an annual rate of 0.9% of total assets less current liabilities, with a rebate to the Company for any fees received in respect of any investments by the Company in investment vehicles managed by the Standard Life Aberdeen Group (see Note 4 to the financial statements). With effect from the start of the Company's year ended 28 February 2021, the basis of the management fee is as previously except that the annual rate is 0.9% of the Company's market capitalisation and there is now a cap which limits the management fee to the equivalent of 1.15% of total assets less current liabilities, calculated monthly.

The fees payable to ASFML during the year ended 28 February 2020 are disclosed in Notes 4 and 5 to the financial statements. The investment management fees and bank loan interest costs were charged 25% to revenue and 75% to capital during the year ended 28 February 2020 (2019: 25%/75%).

The management agreement is terminable by either party on not less than 12 months' notice. In the event of termination on less than the agreed notice period, compensation is payable in lieu of the unexpired notice period. There are no performance fee arrangements.

The terms and conditions of the Manager's appointment, including an evaluation of performance and fees, are reviewed by the Board on an annual basis. The Board also undertakes a review of the management fees in comparison with other funds and believes that the Company's current level of management fees remains competitive. Accordingly, the Board believes that the continuing appointment of the Investment Manager (through the Manager) on the terms agreed is in the interests of shareholders as a whole.

Corporate Governance

The Company is committed to high standards of corporate governance. The Board is accountable to the Company's shareholders for good governance and, as required by the Listing Rules of the UK Listing Authority, this statement describes how the Company applies the principles identified in the UK Corporate Governance Code published in July 2018 (the "UK Code") for the year ended 28 February 2020. The UK Code is available on the Financial Reporting Council's ("the FRC") website: frc.org.uk.

Governance

The Board has also considered the principles and recommendations of the AIC Code of Corporate Governance as published in February 2019 ("the AIC Code"). The AIC Code, as explained by the AIC Guide, addresses all the principles set out in the UK Code, as well as setting out additional principles and recommendations on issues that are of specific relevance to investment trusts. The AIC Code and AIC Guide are available on the AIC's website: theaic.co.uk

The Board considers that reporting against the principles and recommendations of the AIC Code, and by reference to the AIC Guide (which incorporates the UK Code), will provide better information to shareholders.

The Board confirms that, during the year, the Company complied with the recommendations of the AIC Code and the relevant provisions of the UK Code, except as set out below.

The UK Code includes provisions relating to:

- the role of the chief executive (A.1.2);

- executive directors' remuneration (D.1.1 and D.1.2); and

- the need for an internal audit function (C.3.6).

For the reasons set out in the AIC Guide and UK Code, the Board considers that these provisions are not relevant to the position of the Company, being an externally managed investment company. In particular, all of the Company's day-to-day management and administrative functions are outsourced to third parties. As a result, the Company has no executive directors, employees or internal operations. The Company has therefore not reported further in respect of these provisions. The full text of the Company's Statement of Corporate Governance can be found on its website: newthai-trust.co.uk.

Directors

The current Board consists of a non-executive Chairman and three non-executive Directors, all of whom held office throughout the year under review with the exception of Anne Gilding, who was appointed a Director on 18 October 2019. The Senior Independent Director was Clare Dobie, until her retirement on 3 December 2019, and Andy Pomfret thereafter. Sarah McCarthy was a Director from 1 March 2019 until she resigned for personal reasons on 29 May 2019.

The Directors attended Board and scheduled Committee meetings during the year ended 28 February 2020 as follows (with their eligibility to attend the relevant meeting in brackets):

A Appointed a Director on 1 March 2019. Retired as a Director on 29 May 2019

There were an additional three meetings of a Committee of the Board during the year. One of the Board meetings held during the year included a focus on strategic matters including review of the relevance to investors of the Company's investment objective and policy, consideration of feedback from retail and institutional shareholders, an assessment of the future prospects for the Company and a review of the Company's longer term performance and the associated terms of the management agreement with ASFML.

The names and biographies of each of the Directors are shown in the printed Annual Report and indicate their range of experience as well as length of service. Each Director has the requisite high level and range of business and financial experience which enables the Board as a whole to provide clear and effective leadership and proper stewardship of the Company.

The Directors have agreed a policy that the Chairman of the Board should not serve as a Director beyond the Annual General Meeting following the ninth anniversary of their appointment to the Board. However, this period may be extended in exceptional circumstances, or to facilitate effective succession planning and the development of a diverse Board. As part of implementing this policy, the Chairman will retire from the Board at the AGM in 2022.

All of the Directors will retire at the AGM in accordance with the AIC Code. Nicholas Smith, Andy Pomfret and Sarah MacAulay, being eligible, offer themselves for individual re-election as Directors of the Company. Anne Gilding, being eligible, offers herself for election as a Director of the Company. The Board as a whole believes that each Director standing for re-election or election remains independent of the Manager and free of any relationship which could materially interfere with the exercise of his or her independent judgement on issues of strategy, performance, resources and standards of conduct and confirms that, following formal performance evaluations, each Director's individual performance continues to be effective and demonstrates commitment to the role. In support of their election or re-election as Directors at the AGM each Board member's individual contribution is set out in the printed Annual Report. The Board therefore has no hesitation in recommending at the AGM the re-election as Directors of Nicholas Smith, Andy Pomfret and Sarah MacAulay and the election as a Director of Anne Gilding.

The Role of the Chairman and Senior Independent Director

The Chairman is responsible for providing effective leadership to the Board, by setting the tone of the Company, demonstrating objective judgement and promoting a culture of openness and debate. The Chairman facilitates the effective contribution and encourages active engagement by each Director. In conjunction with the Company Secretary, the Chairman ensures that Directors receive accurate, timely and clear information to assist them with effective decision-making. The Chairman acts upon the results of the Board evaluation process by recognising strengths and addressing any weaknesses and also ensures that the Board engages with major shareholders and that all Directors understand shareholder views.

The Senior Independent Director acts as a sounding board for the Chairman and acts as an intermediary for other directors, when necessary. The Senior Independent Director takes responsibility for an orderly succession process for the Chairman and leads the annual appraisal of the Chairman's performance. The Senior Independent Director is also available to shareholders to discuss any concerns they may have.

Directors' Insurances and Indemnities

The Company maintains insurance in respect of Directors' and Officers' liabilities in relation to their acts on behalf of the Company. Furthermore, each Director of the Company is entitled to be indemnified out of the assets of the Company to the extent permitted by law against all costs, charges, losses, expenses and liabilities incurred by them in the actual or purported execution and/or discharge of their duties and/or the exercise or purported exercise of their powers and/or otherwise in relation to or in connection with their duties, powers or office. These rights are included in the Articles of Association of the Company and the Company has granted indemnities to each Director on this basis.

Management of Conflicts of Interest and Anti-Bribery Policy

The Board has a procedure in place to deal with a situation where a Director has a conflict of interest. As part of this process, the Directors prepare a list of other positions held and all other conflict situations that may need to be authorised either in relation to the Director concerned or his/her connected persons. The Board considers each Director's situation and decides whether to approve any conflict, taking into consideration what is in the best interests of the Company and whether the Director's ability to act in accordance with his/her wider duties is affected. Each Director is required to notify the Company Secretaries of any potential, or actual, conflict situations which will need authorising by the Board. Authorisations given by the Board are reviewed at each Board meeting.

No Director has a service contract with the Company although Directors are issued with letters of appointment upon taking up office. There were no contracts with the Company during, or at the end of the year, in which any Director was interested.

The Board takes a zero-tolerance approach to bribery and has adopted appropriate procedures designed to prevent bribery. The Standard Life Aberdeen Group also takes a zero-tolerance approach and has its own detailed policy and procedures in place to prevent bribery and corruption.

In relation to the corporate offence of failing to prevent tax evasion, it is the Company's policy to conduct all business in an honest and ethical manner. The Company takes a zero-tolerance approach to facilitation of tax evasion whether under UK law or under the law of any foreign country and is committed to acting professionally, fairly and with integrity in all its business dealings and relationships.

Board Committees

The Directors have appointed a number of Committees as set out below. Copies of their terms of reference, which define the responsibilities and duties of each Committee, are available on the Company's website and from the Company Secretaries, on request.

Audit and Management Engagement Committee

The Audit and Management Engagement Committee's Report may be found in the Annual Report.

Nomination Committee

All appointments to the Board of Directors are considered by the Nomination Committee which comprises the whole Board and was chaired during the year by Nicholas Smith.

The Committee's overriding priority in appointing new Directors to the Board is to identify the candidate with the optimal range of skills and experience to complement the existing Directors. The Board also recognises the benefits, and is supportive, of the principle of diversity in its recruitment of new Directors. Anne Gilding was appointed a Director on 18 October 2019 following a search assignment conducted by Cornforth Consulting, which has no other relationship with either the Company or its Directors.

As the Company has no employees and the Board is comprised wholly of non-executive Directors and, given the size and nature of the Company, the Board has not established a separate Remuneration Committee. Directors' remuneration is determined by the Nomination Committee.

Accountability and Audit

The responsibilities of the Directors and the Auditor, in connection with the financial statements, appear in the Annual Report.

The Directors who held office at the date of this Report each confirm that, so far as he or she is aware, there is no relevant audit information of which the Company's Auditor is unaware, and that he or she has taken all the steps that he or she could reasonably be expected to have taken as a Director in order to make him or her aware of any relevant audit information and to establish that the Company's Auditor is aware of that information. Additionally there have been no important events since the year end which warrant disclosure. This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies Act 2006.

The Directors have reviewed the level of non-audit services provided by the Auditor during the year, together with the Auditor's procedures in connection with the provision of such services, and remain satisfied that the Auditor's objectivity and independence is being safeguarded.

Substantial Interests

As at 28 February 2020 the following were registered, or had notified the Company, as being interested in 3% or more of the Company's Ordinary share capital:

The above share interests were unchanged as at the date of approval of this Report.

Going Concern

The Directors have undertaken a rigorous review and consider both that there are no material uncertainties and that the adoption of the going concern basis of accounting is appropriate. The Company's investments consist entirely of equity shares in companies listed on the Stock Exchange of Thailand which are, in most circumstances, realisable within a short timescale.

The Board has set limits for borrowing and regularly reviews the level of any gearing, cash flow projections and compliance with banking covenants.

In October 2018, the Company entered into a £15m three-year multi-currency revolving loan facility ("the Facility") with Industrial and Commercial Bank of China Limited, London Branch of which £10.0m was drawn down under the Facility at 28 February 2020 (2019 - £5.65m).

In advance of expiry of the Facility in October 2021, the Company will enter into negotiations with its bankers. If acceptable terms are available from the existing bankers, or any alternative, the Company would expect to continue to access the Facility. However, should these terms not be forthcoming, any outstanding borrowing will be repaid through the proceeds of equity sales.

The Directors are mindful of the principal risks and uncertainties, and emerging risks, disclosed above and in note 16 to the financial statements. Having given careful consideration to market developments since the end of the financial year, including COVID-19 in particular, the Directors believe that the Company has adequate financial resources to continue in operational existence for at least twelve months from the date of this Report. Accordingly, they continue to adopt the going concern basis of accounting in preparing the financial statements.

Continuance of the Company

The Company does not have a fixed life. However, under Article 156 of the Articles of Association, if, in the 12 weeks preceding the Company's financial year-end (28 February), the Ordinary shares have been trading, on average, at a discount in excess of 15% to the underlying NAV per share (including income) over the same period, notice will be given of a special resolution to be proposed to wind up the Company. In the 12 weeks ended 28 February 2020, the Ordinary shares traded at an average discount of 13.4% to the underlying NAV per share (including income), therefore no such resolution will be put to the Company's shareholders at the forthcoming AGM.

Independent Auditor

As explained in the Audit and Management Engagement Committee's Report, the Directors will propose resolutions at the AGM to re-appoint Deloitte LLP as auditor for the year to 28 February 2021 and to authorise the Directors to determine Deloitte LLP's remuneration.

Disclosures in Strategic Report

The Company has chosen, in accordance with section 414C(11) of the Companies Act 2016 to include, in the Strategic Report likely future developments in the Company's business as well as information relating to the Company's greenhouse gas emissions, and in the Strategic Report and in note 16 to the financial statements, information concerning the Company's use of financial instruments.

The UK Stewardship Code and Proxy Voting

Responsibility for actively monitoring the activities of portfolio companies has been delegated by the Board to the Manager which has sub-delegated that authority to the Investment Manager. The Directors note the corporate stewardship and sustainability programme of the Standard Life Aberdeen Group, which can be found at - standardlifeaberdeen.com/corporate-stewardship-and-sustainability

Relations with Shareholders

The Directors place great importance on communication with shareholders. The Annual Report is widely distributed to other parties who have an interest in the Company's performance. Shareholders and investors may obtain up-to-date information on the Company through its website, newthai-trust.co.uk, or via the Manager's Customer Services Department. The Company responds to shareholder correspondence.

The Board's policy is to communicate directly with shareholders and their representative bodies without the involvement of Aberdeen Standard Investments in situations where direct communication is required and representatives from the Board offer to meet with major shareholders on an annual basis in order to gauge their views. In addition, members of the Board accompany the Manager when undertaking a series of meetings with institutional shareholders.

The Company Secretary only acts on behalf of the Board, not the Manager, and there is no filtering of communication. At each Board meeting the Board receives full details of any communication from shareholders to which the Chairman responds, as appropriate, on behalf of the Board.

The Notice of AGM included within the Annual Report is normally sent out at least 20 working days in advance of the meeting. All shareholders have the opportunity to put questions to the Board and Investment Manager at the Company's AGM.

Special Business at the AGM

The AGM will be held on 23 June 2020 and the AGM Notice and related notes may be found in the Annual Report. Resolutions relating to the following items of special business will be proposed at the AGM:-

Authority to Allot Relevant Securities

Ordinary Resolution No. 11 in the Notice of AGM will renew the authority to allot the unissued share capital up to 10% of the Company's issued share capital as at the date of the passing of the resolution (equivalent to approximately 1.6m Ordinary shares). Such authority will expire on the date of the AGM in 2021 or on 22 August 2021, whichever is earlier. This means that the authority will have to be renewed at the AGM in 2021.

Limited Disapplication of Pre-emption Provisions

Resolution 12, which is a Special Resolution, will, if passed, renew the Directors' existing authority to make limited allotments of shares for cash other than according to the statutory pre-emption rights which require all shares issued for cash to be offered first to all existing shareholders provided such allotments are made at a price per Ordinary share above the prevailing NAV per Ordinary share. This authority includes shares that the Company sells or transfers out of Treasury which have been previously bought back into Treasury (if any) pursuant to the authority conferred by Resolution 13 below. The Board will only consider buying in Ordinary shares for cancellation, or for holding in Treasury, at a price which represents a discount to their prevailing NAV. In line with the authority sought under Resolution 11, Resolution 12 will, if passed, give the Directors power to allot, for cash, securities up to 10% of the total issued share capital at the date of the passing of the resolution (equivalent to approximately 1.6m Ordinary shares) other than according to the statutory pre-emption rights.

Such authority, which will expire on the date of the earlier of the AGM in 2021 or 22 August 2021, will give the Board flexibility to take advantage of any opportunities to issue new Ordinary shares within a shorter period than would otherwise be the case.

Directors' Authority to Purchase the Company's Ordinary Shares

Resolution 13, a Special Resolution, will be proposed to renew the Directors' authority to make market purchases of the Company's Ordinary shares, in accordance with the provisions contained in the Companies Act and the Listing Rules of the UK Listing Authority.

Accordingly, the Company is seeking authority, under Resolution 13, to purchase up to a maximum of approximately 2.5m Ordinary shares, or if less, that number of Ordinary shares equivalent to 14.99% of the issued Ordinary share capital at the date of the passing of the Resolution at a minimum price of not less than 25p per Ordinary share (being the nominal value) and a maximum price of not more than the higher of (i) an amount equal to 5% above the average of the middle market quotation for an Ordinary share taken from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the Ordinary share is purchased; and (ii) the higher of the price of the last independent trade and the current highest independent bid on the stock market where the purchase is carried out.

If passed, Resolution 13 will permit the Company to purchase Ordinary shares under the guidelines described above. Any Ordinary shares purchased in this way will either be cancelled, and the number of Ordinary shares in issue reduced accordingly or, under the power granted by Resolution 13, may be held in Treasury. The authority sought under Resolution 13 will expire on the earlier of date of the AGM in 2021 and 22 August 2021, whichever is earlier, unless renewed prior to such time.

Adoption of new Articles of Association

Special Resolution 14 proposes the adoption of a new set of Articles of Association (the "New Articles") to permit the Company to pay dividends out of capital profit, and in order to make minor other improvements, which would replace its current Articles of Association (the "Current Articles"), last amended in 2017. If approved, the New Articles as proposed to be adopted will take effect from the conclusion of the AGM. Set out below is a summary of the principal changes, noting Article references are to the Current Articles.

Directors' remuneration (Article 80)

The New Articles have been updated to incorporate the current limit on annual aggregate Directors' fees of £175,000.

Removal of restriction on dividends out of capital reserves (Article 123.2)

Under the Current Articles, there is a prohibition on distributing dividends out of the Company's capital reserve. The provision is no longer necessary due to a change in the law which removed the prohibition on investment companies distributing capital profits. The New Articles have been updated to provide the Company with more flexibility to make distributions out of capital profits if it is in shareholders' interests to do so.

Changes in light of COVID-19

In light of recent circumstances, the New Articles have been updated to give greater flexibility for meetings to be held where events like COVID-19 occur and related actions are taken by the UK government to restrict physical social gatherings. The proposed amendments will: (1) clarify that the Company may refuse entry to individuals to ensure the general health and safety of attendees of general meetings and (2) permit the postponement of general meetings.

Removal of subscription shares (Articles 158 to 166)

The New Articles have been updated to remove references to the historic subscription share mechanism, which is no longer relevant (it was effective from 31 January 2010 to 31 January 2013). As such, the definition and Clauses 158 to 166 of the Articles have been deleted. Removal of these Clauses has no effect on the rights of existing shareholders of the Company.

Minor updates

Various minor updates have been made in the New Articles none of which are material but which the Board has taken this opportunity to make.

A copy of the Company's Current Articles and a copy marked to show the differences between those and the New Articles as proposed to be adopted pursuant to Resolution 14, will be available in soft copy for inspection from the date of approval of this Report and up to the time of the AGM on the Company's website at: newthai-trust.co.uk.

Recommendation

The Board considers each of Resolutions 11, 12, 13 and 14, under Special Business at the AGM, to be in the best interests of the Company and its members as a whole and is likely to promote the success of the Company for the benefit of its members as a whole. Accordingly, the Board unanimously recommends that shareholders should vote in favour of the resolutions to be proposed under Special Business at the AGM, as they intend to do in respect of their own shareholdings, amounting to 16,264 Ordinary shares.

On behalf of the Board

Nicholas Smith,

Chairman

6 May 2020

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The Directors are responsible for preparing the Annual Report and the financial statements, in accordance with applicable law and regulations.

Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with UK Accounting Standards, including FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland.

Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing these financial statements, the Directors are required to:

- select suitable accounting policies and then apply them consistently;

- make judgements and estimates that are reasonable and prudent;

- state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The Directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.

Under applicable law and regulations, the Directors are also responsible for preparing a Strategic Report, Directors' Report, Directors' Remuneration Report and Statement of Corporate Governance that comply with that law and those regulations.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website but not for the content of any information included on the website that has been prepared or issued by third parties. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Responsibility Statement of the Directors in respect of the Annual Financial Report

We confirm to the best of our knowledge, that:

- the financial statements have been prepared in accordance with applicable accounting standards and give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company; and

- the Strategic Report and Directors' Report include a fair review of the development and performance of the business and the position of the Company together with a description of the principal risks and uncertainties that the Company faces.

We consider that the Annual Report and financial statements, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company's position and performance, business model and strategy.

On behalf of the Board

Nicholas Smith,

Chairman

6 May 2020

STATEMENT OF COMPREHENSIVE INCOME

STATEMENT OF FINANCIAL POSITION

STATEMENT OF CHANGES IN EQUITY

STATEMENT OF CASHFLOWS

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 28 FEBRUARY 2020