No. TT/IM 278/2008

4 August 2008

Subject: Notification of the Investment Committee's resolution relating to the unitholders' meeting to consider the capital increase of the CPN Retail Growth Property Fund (CPNRF)

To: The President The Stock Exchange of Thailand

The Investment Committee (the 'Investment Committee') of the CPN Retail Growth Property Fund (the 'Fund') managed by TMB Asset Management Co., Ltd. (the 'Management Company') has passed a resolution on 4 August 2008 regarding amendment to information stipulated under the notice to unitholders dated 16 July 2008 to be in accordance with the amendment to the notification of the Office of SEC and the notification of the SEC which related to the management of the Fund as follows:

1. Condition regarding approval of the increase of the Fund's capital for the investment in CentralPlaza Pinklao Project and CentralPlaza Chiangmai Airport Project and the adjustment of the property management fee to reflect the investment in additional real properties The Management Company would like to inform the unitholders that the Office of Securities and Exchange Commission (the 'Office of the SEC') has issued a notification of the Office of SEC No. Sor.Nor. 21/2551 Re: Acts that may Create Conflict of Interest on Fund Management and Protective Rules has stipulated the additional requirement considering and approving the matter under the Agenda No.1 of the Notice to unitholders dated 16 July 2008. Therefore, an approval of the increase of the Fund's capital for the investment in CentralPlaza Pinklao Project and CentralPlaza Chiangmai Airport Project and the adjustment of the property management fee to reflect the investment in additional real properties which previously require affirmative votes of more than one half of the total votes of the unitholders who have the right to vote, shall be revised to require affirmative votes of more than one half of the total votes of the unitholders who have the right to vote and must be not less than three-fourths of the total votes of the unitholder who attend the meeting and have the right to vote, to be in line with the relevant notification of the Office of the SEC.

2. Additional Agenda According to the Notification of the SEC No. KorNor. 9/2551 re: Rules, Conditions and Procedures for Establishment and Management of the Fund (No.5), which amended the Notification of the SEC No. KorNor. 30/2547 re: Rules, Conditions and Procedures for Establishment and Management of Funds,stipulated that a management company may borrow funds for management of a property fund. Therefore, the Investment Committee of the Fund considers and deems appropriate to propose to the unitholders to consider and approve an amendment to the Fund Management Project to be in accordance with such amendment to the Notification of the SEC to enable the Fund to borrow funds and the Management Company will propose this matter to unitholders as Agenda No.5 of the unithloders' meeting No. 1/2008 dated 19 August 2008. The Investment Committee entrusted the Fund Manager to have power to take any action necessary and relevant to the above matter in all respects, including to determine the terms and details, and to negotiate, agree, execute, deliver and/or amend any other relevant documents or evidence, to appoint any substitute and to do other acts for proposing the matter to the unitholders meeting for consideration.

3. New Proxy Form The Management Company also prepared the new proxy form to be in line with additional agenda above for circulation to the unitholders together with the letter dated 4 August 2008 regarding the aforementioned matter. Therefore, the unitholders, who would like to vote by proxy, should appoint proxy by filling in the new proxy form attached with the letter dated 4 August 2008. If the Management Company does not receive the new executed proxy from the unitholders, the Management Company will take the information stated in the proxy previously obtained from the unitholders into its consideration.

Should there be any conflict of information between both proxies received by the Management Company, the Management Company will deem that the new proxy is in force. In any other event, the Management Company reserves its right to proceed as deemed appropriate.

Please be informed accordingly.

Yours faithfully,

Phiphat Phisunuwongrak
Authorized Signatory