19 August 2005

area which may be leased out in the future. 2.3 Ownership in properties (by way of purchase and/or acceptance of transfer) which are public utility systems and facilities of the Central Rama III Shopping Complex; namely, an electrical system, public utility systems, a telephone system, elevators, escalators, an air-conditioning system and engineering system installed and utilized in the Central Rama III Shopping Complex, from Central Realty Service Rama III Co., Ltd. Categories of tenants in Central Plaza Ratchada-Rama III Shopping Complex which will be invested by the Fund can be categorized as per the details of tenants in Clause 1.4 (Tenant Profile of Central Plaza Ratchada- RamaIII). As at 31 December 2004, the average occupancy rate of the part of property to be invested by the Fund in Central Plaza Ratchada-Rama III Shopping Complex was 96.8% which defined Anchor Tenant 27% of Total Leasable Area* and Retail Tenant 69% and Multipurpose Hall 3% of Total Leasable Area* respectively. The sample of anchor Tenants of Central Plaza Rama III Shopping Complex of the part of property to be invested by the Fund are as follow: Major Cineplex, Fitness First, Index Furniture. The investment in leasehold rights, sublease rights and/or ownerships as stated above will enable the Fund to seek benefits from the real properties by means of leasing out spaces which are shops, food courts, department stores, bowling alleys and theaters to tenants. The Fund will enter into short-term and long-term lease agreements with tenants as appropriate. The following table provides details of the constructions, rights in the leased spaces of the Fund, acquisition price, appraised price and rental income projection. Details Central Plaza Central Plaza Rama II Ratchada-Rama III Projects' Land Details Total Land Area - Rai-Ngan-Square Wah 96-2-49.3 12-3-13.5 - Square Meters 154,597.2 20,454.0 Right of Original Possessor Leasehold ending Ownership 15 August 2025 Land Area Leased/Subleased to the Fund - Rai-Ngan-Square Wah 53-2-38.4 12-2-44.6 - Square Meters 85,753.6 20,178.4 Fund's Possession Right on Land Subleasehold 20 Leasehold 30 years* years Leasable and Common Area Mall's Gross Area (Square Meters) 272,185 187,958 Mall's Leasable and Common Area 137,638 84,183 (Square Meters) Fund's Gross Area (Square Meters) 251,182 169,740 Fund's Leasable and Common Area 131,701*** 65,965**** (Square Meters) Percentage of Fund's Leasable and 95.68% 78.35 % Common Area to Mall's Leasable and Common Area Fund's Right on Leasable and Leasehold 20 Leasehold 30 Common Area years years* Mall's Occupancy Rate 99.5 % 97.8 % Fund's Occupancy Rate 99.5% 96.8% Appraised Value by AA as at 28 5,702 4,334 February 2005 (Million Baht) Appraised Value by CBRE as at 5,991.7 4,848 28 February 2005 (Million Baht) Acquisition Value (Million Baht) 6,030 4,583 Remark: * Leasable and Common Area means leasable area, including common area which may be leased out in the future. ** Fund has options to renew lease contract twice for a term of 30 years each *** Being to Net Saleable Area of approximately 92,810 square meters **** Being to Net Saleable Area of approximately 38,489 squre meters. The value at which the Fund will invest in properties of the 2 Projects is Baht 10,613 Million in total. The total price appraised by American Appraisal (Thailand) Co., Ltd. (AA) is Baht 10,036 Million as at 28 February 2005 based on the income approach. The total price appraised by CB Richard Ellis (Thailand) Co., Ltd. (CBRE) is Baht 10,839.7 Million as at 28 February 2005 based on the income approach. Initial gross revenue projection of 2005 (August-December 2005) is Baht 466.9 Million, and of 2006 (January-December 2006) is Baht 1,191.5 Million. The gross revenue projection is initial gross revenue projection of the Fund during the period of 1 August - 31 December 2005, but the first year initial gross revenue of the Fund will equal to such initial gross revenue projection pro rata to period from the registration date of the establishment of the Fund until 31 December 2005. Such initial gross revenue projections are based on gross revenue from rentals and service fees under the lease agreements and public utility service agreements with the tenants of the existing leased areas, other income earned from the properties including advertising and other income, and tenant recoveries for property tax and insurance costs which are the income from the Fund Net Leasable Area in respect of those areas only. However, the current initial gross revenue projections do not guarantee the future results of operations. Summary of Portfolio of Properties to be Invested in by the Fund As at 31 December 2004, an average occupancy rate of the entire portfolio of properties to be invested by the Fund comprising both Central Plaza Rama II and Central Plaza Ratchada-Rama III was 98.7% as detailed below. Tenants by Categories Tenant Area Percentage of Total (Square Meter) Leasable Area (%) Anchor Tenant 59,965 45.8 Retail Tenant 66,146 50.5 Multipurpose Hall 3,185 2.4 Vacant 1,688 1.3 Total Leasable Area* 130,984 100.0 Occupancy Rate (%) 98.7 Promotion Area 2,713 Total 133,697 Average rental(a) (Baht/square 851 meter/month) Total number of tenants as at 708 31 December (b) (units) Remarks: (a) Average rental rate of all kinds of retail tenants excluding carts and Kiosks. (b) Excluding temporary tenants, kiosks, carts, Promotion Area, ATM and coin operated machines. The following table sets out details of the overall tenant diversification in the entire portfolio of properties to be invested by the Fund, in terms of trade sub-sector by reference to leasable area as at 31 December 2004. Trade Sub-sector Percentage of Area to Total Leasable Area(%) Department Store 20.6 Entertainment 13.0 Food and Beverage 14.6 Fashion, Health and Beauty 21.4 Electronics and Furnishing 11.4 Others 17.7 Vacant 1.3 Total 100.0 The anchor tenants of the entire portfolio of properties to be invested by the Fund are as follows as at 31 December 2004. Name Area Percentage of (Square Meters) Total Leasable Area (%) Central Department Store 27,000 20.6 Major Cineplex 12,182 9.3 HomeWorks 7,765 5.9 Tops Supermarket 4,961 3.8 Major Bowl 2,893 2.2 Fitness First 1,894 1.5 Index Furniture 1,200 0.9 Office Depot 1,045 0.8 IT City 1,025 0.8 Total Area of Anchor Tenants 59,965 45.8 Total Leasable Area 130,984 100.0 The rental and service income from all anchor tenants accounted for 20% of total rental and service income of the entire portfolio of properties to be invested by the Fund. In addition, no single anchor tenant occupied a leased area of more than 25% of the total leasable area and no more than 7% of total rental and service income was derived from any one anchor tenant. The table below sets out details of leases expiry profile for the entire portfolio of properties to be invested by the Fund as at 31 December 2004. Period Leasable Area Leasable Area of Tenancies of Tenancies Expiring Expiring as a Percentage of (Square Meters) Total Leasable Area (%) 2005 34,303 26.2 2006 15,777 12.0 2007 12,135 9.3 2008 - - After 2008 55,846 42.6 Other Leasable Area (a) 11,235 8.6 Vacant 1,688 1.3 Total 130,984 100.0 Remarks: (a) Other leasable area includes temporary tenants, Kiosks, carts, Z40, food court, Multipurpose Hall, Promotion Area, canteen, ATM and coin operated machines which are not permanent units whereby the lease agreements are mostly on a short-term basis (less than 3 years), such as a daily lease, monthly lease or yearly lease etc. In the past, the Property Administrator was usually able to immediately procure new tenants to replace those tenants. Future Investment For future investments, the Management Company will concentrate on investments by way of acceptance of transfer of ownership and/or leasehold rights in commercial property or any other kind of real property. The Management Company will primarily concentrate on the investment in or acquisition of existing and future real properties which are department stores and/or retail properties in which Central Pattana Public Company Limited and/or the Related Persons have ownership and/or possession right. For a period of 7 years after the Fund is established, the Fund will have the right of first refusal from Central Pattana Public Company Limited and/or any company controlled by Central Pattana Public Company Limited to invest in existing and future department stores and/or retail properties which Central Pattana Public Company Limited and/or any company controlled by Central Pattana Public Company Limited intends to transfer or dispose of such properties to any person, while Central Pattana Public Company Limited and/or any company controlled by Central Pattana Public Company Limited will still retain property management rights. Nonetheless, Central Pattana Public Company Limited reserves the right to grant the right of first refusal to the Fund in case Central Pattana Public Company Limited is no longer the property manager of the Fund. The Fund will seek benefits therefrom by way of leasing or disposing such properties at the price and under the terms or conditions that are suitable and most beneficial to the Fund and unitholders. The Fund's future investments may include investments in projects under construction and/or other securities and/or the seeking of benefits by other means as prescribed in the notifications of the SEC, notifications of the Office of SEC and other relevant notifications currently in force, and the amendments thereto. Dissolution of the Project 1. When the Fund is listed on the Stock Exchange of Thailand and the Fund has less than 10 unitholders. 2. When the Office of SEC instructs the Management Company to dissolve the Fund due to the Management Company's act or omission which causes damage to the Fund. 3. When a resolution is passed for the dissolution of the Project by the majority vote of unitholders holding the total number of Investment Units sold of the Fund. 4. When the term of the Project (if any) expires. Additional Conditions for Dissolution of the Project The Fund may be dissolved upon the occurrence of events which cause the Management Company to take the view that it is appropriate to dissolve the Fund, such as: the Fund lacks liquidity and is unable to increase capital in the amount required; the Fund cannot maintain the investment ratio in real properties or leasehold rights in real properties as prescribed by the Office of SEC, etc. Procedures upon Dissolution of the Project Upon dissolution of the Fund, the Management Company shall appoint a liquidator approved by the Office of SEC to dispose of the assets of the Fund, pay the debts of the Fund, collect and distribute money or assets to unitholders in proportion to their respective unitholding according to the register of unitholders, as well as to do any other necessary acts to complete the liquidation in accordance with the rules, conditions and procedures prescribed by the SEC. After completion of liquidation, the liquidator shall apply for registration of dissolution of the Fund with the Office of SEC. The remaining assets, if any, shall be vested in the Office of SEC. Name, Address and Telephone Number of Trustee Name: Citibank N.A. (Bangkok) Address: 82 North Sathorn Road, Khwaeng Silom, Khet Bangrak, Bangkok 10500 Tel.: 0-2639-2000, 0-2232-2679 Annual fee of the Trustee The Trustee is entitled to receive a monthly remuneration at a rate not exceeding 0.05% per annum (exclusive of value added tax, specific business tax or any other similar tax) of the net asset value of the Fund as calculated by the Management Company and verified by the Trustee. The foregoing does not include other expenses as actually incurred such as the expenses for the inspection of assets of the Fund. Property Manager Name: Central Pattana Public Company Limited Address: 999/9 The Offices at Central World Building, 31st Floor Rama I Road, Khwaeng Pathumwan, Khet Pathumwan, Bangkok 10330 Tel. 0-2264-5555 Fax. 0-2264-5593 Annual fee of the Trustee Fee and Expense Table Fees and expenses of the Property Manager 1. Fee for rental collection on behalf of the not exceeding 3% of Net Management Company Rental and Service Income 2. Leasing Commission for procuring tenants and management of all tenants - For renewal lease with existing 0.5 month ** tenants - For entering into new lease agreements, 3 rate depending on terms of lease agreements 1) Less than 1 year term 0.5 month** 2) 1-3 years term 1.0 month** 3) Over 3 years term 1.5 months** 3. Base the Property Manager's fee not exceeding 0.30% of Net Asset Value* 4. Incentive fee for the Property Manager not exceeding 2.35% of Net Property Income 5. fee for each transaction of purchase and sale of property - Acquisition Fee 1.50% of the asset's acquisition value - Disposal Fee 0.75% of asset's disposal value. Note * The fees above are exclusive of Value Added Tax, Specific Business Tax, and other similar taxes ** Leasing Commission based on rental rate of particular tenant Name, Address and Telephone Number of Auditor Name: Mr. Boonmee Ngotngamwong Address: Price Waterhouse Coopers ABAS Ltd. 15th Floor, Bangkok City Tower, No. 179/74-80, South Sathorn Road, Bangkok 10120 Tel. 0-2286-9999, 0-2344-1000 Annual fee of the Trustee Auditor's fee and expenses shall be payable at a rate prescribed jointly by the Management Company and the auditor Annual Accounting Period of the Fund The end of an annual accounting period is December 31. The end of the first accounting period is December 31, 2005 Terms, Policy and Procedures for Paying Dividends to Unitholders Dividend Payment Policy It is the policy of the Project to pay dividends to unitholders no more than 4 times: (1) if the Fund has net profits in each year, the Management Company shall pay not less than 90% of the net profits of the year as dividends to unitholders. (2) if the Fund has accumulated profits, the Management Company may pay dividends to unitholders out of the accumulated profits. Such net profits and accumulated profits shall be as actually derived and shall not include the following: 1. profits or losses which do not actually arise from the Appraisal of real properties, securities and/or assets of the Fund; 2. the Fund's establishment and offering expenses (if any), which is booked as payable expenses or amortized expenses during the period expected to be benefited from such expenses. The Management Company shall pay such dividends to unitholders within 30 days from the day following the date of closing the register for dividend payment, except where there is a necessary cause which prevents dividend payment at such time and the Management Company shall notify the unitholders in writing accordingly. Additional Condition: In considering the payment of dividends, if the value of interim dividends per unit to be paid is lower than or equal to Baht 0.10, the Management Company reserves the right not to pay dividends at that time and to bring such dividends forward for payment together with the next dividend payment. The Management Company shall proceed with the dividend payment criteria as specified. However, if such criteria are amended, supplemented, announced, prescribed, instructed, approved and/or relaxed by the SEC, the Office of SEC and/or any other competent authority under law, the Management Company shall proceed accordingly. In such event, it shall be deemed that approval has been obtained from unitholders and it shall not be deemed as a modification of the Project. Procedures for Paying Dividends to Unitholders (1) The unitholders who are entitled to receive dividends shall be the unitholders whose names appear in the register of unitholders on the date of closing the register for dividend payment. Each unitholder shall be entitled to receive dividends according to the ratio of their respective holdings of Investment Units. (2) The Management Company shall declare a dividend payment on the date of closing the register for dividend payment and the rate of the dividend, by (2.1) Giving notice to the Trustee and the unitholders whose names appear in the register of unitholders on the date of closing of the register. (2.2) Posting an announcement at an open place at all offices of the Management Company. (3) The Management Company shall pay dividends to each unitholder within 30 days from the day following the date of closing the register for dividend payment. The Management Company shall withhold tax at source at the rate of 10% or at such other rate as prescribed by law for the dividends paid to individual unitholders who have expressed their intention for the deduction of withholding tax at source, except where the individual unitholders have given written notification to the Management Company to do otherwise within 7 days from the date of closing the register of unitholders. (4) The Management Company shall pay dividends by cheques, crossed and payable in the name of unitholders, and send them by mail to the addresses specified by the unitholders in the subscription forms of Investment Units or by remittance of funds into accounts notified by the unitholders. The unitholders shall be responsible for the fees and expenses arising from such transfer and the risk of exchange rate fluctuations (if any), and the Management Company shall deduct such fees and expenses from the funds to be remitted. Capital Increase and Capital Decrease of the Fund Increase of Capital of the Fund The Management Company may increase the Fund's capital with a view to purchase or lease additional real properties or to maintain the real properties of the Fund in good condition ready to be utilized for the purpose of seeking benefits. In the increase of capital of the Fund pursuant to the first paragraph, the Management Company shall proceed as follows: (more)