03 November 2006

(Translation) No. TT/IM 256/2006 2 November 2006 Re: Notification of Resolutions of the Investment Committee for the Closing of the Register Book to Suspend the Transfer of Investment Units for Determining of the Right of the Unitholders to Attend the Unitholders' Meeting for considering the Capital Increase of CPN Retail Growth Property Fund (CPNRF) To: The President The Stock Exchange of Thailand Enclosures: 1. Capital Increase Report 2. Information Memorandum on Connected Transaction and the Acquisition and Disposition of Assets On 5 October 2006, CPN Retail Growth Property Fund (CPNRF) (the 'Fund') by TMB Asset Management Company Limited (the 'Management Company') has notified the resolutions of its Investment Committee pursuant to its letter No. TT/IM 223/2006 which has determined the closing date of the unitholders' register book to suspend the transfer of investment units for determining the right of unitholders to attend the unitholders' meeting or right to pass resolutions pursuant to circular notice on 19 October 2006 from 12.00 noon onwards until the meeting is adjourned or after the resolutions have been passed by 8 November 2006. Then, on 12 October 2006, the Management Company, by its letter No. TT/IM 227/2006, has notified that the date of the closing of the unitholders' register book and the date which a unitholders' meeting may be held or the expected date for receiving resolutions from the unitholders through circular notice to unitholders would be rescheduled to a later date to be announced in due course. By this letter, the Management Company would like to notify the unitholders of the Fund that on 2 November 2006 the Investment Committee Meeting No. 5/2006 has passed resolutions on the details of the capital increase of the Fund, which can be summarized as follows: 1. The Investment Committee resolved (while the Investment Committee members who have interests in making decision to enter into the transaction have been precluded from attending the meeting and having voting rights at the meeting) that the Fund shall invest in additional real properties to be invested by the Fund consisting of the land and buildings, owned by Central Pattana Public Company Limited, being certain parts of shopping complex and 2 office buildings in the Central Plaza Pinklao Project, including parking spaces (according to the proportion of the utilization of spaces of the shopping complex and office buildings to be invested by the Fund), the utilities systems in relations to the shopping complex and the office buildings, the surrounding road and the entrance and exit of the Project. In this regard, the Fund will consider investing in these real properties by leasing and subleasing real properties for a period of approximately 18 years, which the Fund will lease the shopping complex (certain parts) and office buildings (in whole), including the parking space therein (according to the proportion of the utilization of spaces of the shopping complex and office buildings to be invested by the Fund), as well as the utilities systems related thereto, and sublease the land (certain parts) where the shopping complex, office buildings and parking space are located, as well as the surrounding road and the entrance and exit of the Project from Central Pattana Public Company Limited, at the total price not exceeding Baht 6,934,920,000. In this regard, prior to investing into the additional real properties, the Fund shall arrange for at least 2 independent appraisers to appraise the value of such real properties. The price of the real properties to be invested by the Fund will be determined from the proceeds from the issuance and offer for sale of additional Investment Units this time as per details in Clause 2 below. The Investment Committee believes that the pricing method for determining the price of the additional Investment Units could reflect the price which investors would want to invest in the real properties to be invested by the Fund. (The price of the investment in these real properties will not be higher than the lower price obtained from the appraisal report in excess of 20 percent.) The Investment Committee entrusted the Fund Manager to have power to take any action necessary and relevant to the investment in these additional real properties 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. The entering into the foregoing transaction is considered the entering into a connected transaction under the Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and Act of Listed Companies Concerning Connected Transactions, 2003, as amended, whereby the Investment Committee members who have interest in making decision to enter into the transaction have been precluded from attending the meeting and having voting rights at the meeting. In addition, the investment in these real properties is deemed the transaction that requires a disclosure of information and compliance to the Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Acquisition and Disposition of Assets, 2004, as amended, whereby the entering into such transaction must be approved by the unitholders' meeting with affirmative votes of not less than three-fourths of the total votes of unitholders attending the meeting and having the rights to vote, by excluding the votes of unitholders who have interest in the transaction. 2. Investment Committee resolved that the Fund shall increase its capital by not exceeding Baht 7,265,000,000, or from the existing capital of Baht 10,915,000,000 to the new capital of not exceeding Baht 18,180,000,000, through the issuance and offer for sale of not exceeding 691,000,000 additional Investment Units at the unit value as to be determined by the Investment Committee. The final value of the Fund's capital increase and/or the final number of the additional Investment Units to be offered for sale this time may be lower than the value of the Fund's increased capital and the number of additional Investment Units to be offered for sale as provided above. The pricing method for determining the price of the additional Investment Units offered for sale shall be a bookbuilding process at various prices which reflect a value of the real properties acceptable to the owner of the real properties. The final price of the additional Investment Units , which shall f all within the price range, will be fixed taken into accounts, among other things, the following considerations: - the prevailing market price of the Fund's Investment Units on the Stock Exchange of Thailand (the 'SET') during the period when the additional Investment Units are issued and offered for sale; - the value of the real properties provided by two independent appraisers; - the general market condition; - indication of interests received from investors during the bookbuilding process. The additional Investment Units allotted in the right offering and those allotted in the private placement shall be of the same price. In addition, the pricing method for determining the price of the additional Investment Units will determine the net proceeds that the Fund will receive from this capital increase and will be a factor for determining the value of the real properties to be invested by the Fund as well. The price which the Fund will be investing in the real properties will be determined by the proceeds which the Fund will receive from its capital increase, deducted with estimated expenses for the issuance and offer for sale of the additional Investment Units, the expenses for acquisition of the real properties (e.g. various fees and taxes) and working capital for management of the project (equivalent to general expenses of the Fund for a period of approximately 1 month). The price of the investment in these real properties will not be higher than the lower price obtained from the appraisal report in excess of 20 percent. The objectives of this capital increase are to invest in the additional real properties, being certain parts of the shopping complex and 2 office buildings in the Central Plaza Pinklao Project, including parking spaces and other related assets, and seek benefits therefrom with the aim to generate income and returns to the Fund and the unitholders, as the Management Company anticipates that this additional real properties investment will enhance the unitholders opportunity to receive returns in form of increased dividend per unit. In addition, such investment will help decentralizing risk from the Fund's dependence in having any particular source of income. The Investment Committee entrusted the Fund Manager to have power to take any action necessary and relevant to the capital increase of the Fund 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. The Investment Committee resolved (while the Investment Committee members who have interests in making decision to enter into the transaction have been precluded from attending the meeting and having voting rights at the meeting) that the Fund shall offer for sale the additional Investment Units in 2 parts according to the details as set out below. Part 1: To allot 50 percent of the total number of the additional Investment Units to be issued and offered for sale for the offering for sale to the existing unitholders whose names appear in the register of unitholders (Rights Offering). The ratio of such offering is calculated by dividing the amount of 50 percent of the additional Investment Units issued and offered for sale by the total number of the Investment Units to be issued and offered for sale before the capital increase of the Fund and the unit price as to be fixed by the Investment Committee according to the method to be further specified. The existing unitholders may declare their intention to buy the new Investment Units based on an amount thy are entitled to be allotted or more than an amount they are entitled to be allotted or less than an amount they are entitled to be allotted or waive their right to subscribe for the new Investment Units offered for sale this time. In the case that the allotment according to the prescribed ratio results in any of the existing unitholders having the right to subscribe for a fraction of an Investment Unit that cannot be allotted as a full Investment Unit, such fraction of the Investment Unit shall be rounded down to the nearest full number. The Management Company shall then combine the remaining Investment Units from such allotment with the Investment Units which are not subscribed because the existing unitholders have waived their right or have not made a timely subscription or a full subscription, or for any reason whatsoever, and offer them for sale on and allotment in the following orders: 1. In the event that there are a sufficient number of the remaining Investment Units under the Rights Offering portion to serve all unitholders wishing to subscribe for the additional Investment Units in excess of their rights, the remaining Investment Units will be allocated to all of such unitholders pursuant to the number of units that each of such shareholders wishes to subscribe; or 2. In the event that the remaining Investment Units under the Rights Offering portion are not sufficient to serve all unitholders wishing to subscribe for the additional investment units in excess of the investors rights, the remaining Investment Units will be allocated to each of unitholders wishing to subscribe for the additional Investment Units in excess of their rights on a pro rata basis to the number of Investment Units to be subscribed by each of unitholders under the excess rights application. If there are Investment Units remaining from the offering for sale under (1) or (2), the Management Company reserves the right to offer and allot such remaining Investment Units to specific investors under private placement basis in Part 2 according to the method as it deems appropriate. In this regard, the existing unitholders wishing to subscribe for the additional Investment Units in excess of their rights shall state their intention and pay for the subscription price of the excess Investment Units together with the subscription price of the Investment Units subscribed under the Rights Offering. The date of closure of the register and suspension of transfer of the Investment Units for the purpose of determining the existing unitholders' entitlement to subscribe for the additional Investment Units issued and offered for sale will take place after the Office of the Securities and Exchange Commission (the 'Office of the SEC') approves the capital increase of the Fund as proposed. The existing unitholders will be entitled to the right to subscribe for additional Investment Units after the office of the SEC approves the capital increase of the Fund. The Management Company will notify the SET of the date of closure of the register book in due course. Part 2: To allot the remaining Investment Units for the offering for sale on a private placement basis to investors who are (1) the owners of the real properties in which the Fund wishes to invest and/or the owners' related persons; and/or (2) institutional investors; and/or (3) specific investors who are unrelated to the owners and/or are not the related persons according to the relevant notifications of the Securities and Exchange Commission and are not connected persons of owners of the real properties according to the relevant notifications of the SET. The Management Company will allot the Investment Units on the private placement basis according to the demand to purchase the Investment Units of the institutional investors or owners of the real properties and the related persons or specific investors, at the unit price as to be determined by the Investment Committee. In the case that the demand to purchase the Investment Units of the subscribers in Part 2 is overwhelming that the Management Company is unable to make a full allotment to all of the subscribers in Part 2 according to their subscription amount, the Management Company reserves the right to allot the Investment Units to them according to the method as the Management Company deems appropriate. The Management Company will offer for sale and allot the additional Investment Units in the amount totaling 33 percent of the total additional Investment Units offered for sale this time to Central Pattana Public Company, the owner of real properties, and its related person according to the notifications of the Office of the SEC. In any event, such allotment shall not cause the owners of the real properties and the related persons according to the notifications of the Office of the SEC to become the unitholders holding the Investment Units of the Fund in excess of one-third of the total number of the Investment Units issued and sold. The Management Company shall file an application with the SET for its approval of the listing of the additiona l Investment Units of the Fund as listed securities within 30 days from the date of closing the offer for sale of the Investment Units. The Investment Committee entrusted the Fund Manager to have power to take any action necessary and relevant to the offer for sale of such Investment Units 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. The offer for sale of additional Investment Units under a private placement basis to Central Pattana Public Company Limited, the owner of the additional real properties to be invested by the Fund this time and a major unitholder of the Fund, is considered the entering into a connected transaction under the Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and Act of Listed Companies Concerning Connected Transaction, 2003, as amended, whereby the Investment Committee members who have interest in making decision to enter into the transaction have been precluded from attending the meeting and having voting rights at the meeting. 4. The Investment Committee (while the Investment Committee members who have interests in making decision to enter into the transaction have been precluded from attending the meeting and having voting rights at the meeting) appointed Central Pattana Public Company Limited, which is the owner of the additional real properties to be invested by the Fund located in Central Plaza Pinklao Project and a major unihtolder of the Fund, to be the property manager of such additional real properties and approved the increase of the fee collected from the Fund relating to the property management fees as proposed by the property manager, to be conformed to the increase of assets of the Fund and to be conformed to the current situation, in the following items: (1) The increase of leasing commission for procuring tenants and management of all tenants For the tenants of Shopping Complex a. The Amendment of leasing commission for procuring tenants and management of all tenants when the 3 years lease agreement with the new tenant has been procured. The commission is amended from the rent rate of 1.0 month to be 1.5 months. b. The addition of leasing commission for a tenant with more than 3 years lease agreement and upfront rent to be at 3.0% of upfront rent. For the tenants of Office Building c. For renewal tenants, the leasing commission for procuring tenants and management of all tenants is at 0.5 months of rent rate d. For new tenants, there are 3 leasing commission rates, depending on the tenor of lease agreement d.1 For the tenant with less than 3 years lease agreement, the leasing commission for procuring tenants and management of all tenants is at 0.5 months of rent rate. d.2 For the tenant with at least 3 years lease agreement, the leasing commission for procuring tenants and management of all tenants is at 1.0 month of rent rate. d.3 For the tenant with more than 3 years lease agreement and upfront rent, the leasing commission for procuring tenants and management of all tenants is at 3.0% of upfront rent. (2) The addition of fee for managing the improvement and/or development of real properties of the Fund to be at 2.0% of the total construction value (hard cost) for improvement and/or development of the real properties of the fund. The details of the changes of the fees will appear in the section of the amendments to the Investment Project of Fund relating to Fees and Expenses Collected from the Fund under Clause 5 to discussed below. The Investment Committee entrusted the Fund Manager to have power to take any action necessary and relevant to the increase of the fee collected from the Fund 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. The entering into the foregoing transaction is considered the entering into a connected transaction under the Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and Act of Listed Companies Concerning Connected Transaction, 2003, as amended, whereby the Investment Committee members who have interest in making decision to enter into the transaction have been precluded from attending the meeting and having voting rights at the meeting. 5. The Investment Committee approved the amendments to the Investment Project of the Fund to adjust the fee rates to be conformed to the increase of the property management fees under Clause 4 above as follows: "22. Fees and Expenses Collected from Subscribers or Unitholders and the Fund Clause 22. (7) (7.4) 2. shall be repealed and replaced with the new wording Current Wording: 22. (7) (7.4) 2. Leasing Commission for procuring tenants and management of all tenants of the Fund upon entering into new lease agreements with new tenants or renewal of lease agreements with the following details: Leasing Commission (based on rental rate of particular tenant) 1. For renewal of lease with existing tenants 0.5 month 2. For entering into new lease agreements, 3 rates depending on the terms of lease agreements - Less than 1 year 0.5 month - 1-3 years 1.0 month - Over 3 years 1.5 months New Wording: 22. (7) (7.4) 2. Leasing Commission for procuring tenants (more)