03 November 2006

(Translation) Capital Increase Report Form CPN Retail Growth Property Fund (CPNRF) 2 November 2006 We, TMB Asset Management Co., Ltd. (the "Management Company") the management company of CPN Retail Growth Property Fund (CPNRF) (the "FUND"), hereby report the purpose of the capital increase and the allotment of newly issued Investment Units of the FUND as follows: 1. Capital Increase: The Management Company plans for the capital increase of the FUND for an additional value of not exceeding Baht 7,265,000,000 from the existing capital of Baht 10,915,000,000 to the new capital of not exceeding Baht 18,180,000,000, by issuing and offering for sale of the new Investment Units in the number of not exceeding 691,000,000 units at the value as to be determined by the Investment Committee. 2. Allotment of new Investment Units: The Management Company expects to allot the new Investment Units in the number of not exceeding 691,000,000 units or equivalent to the value of not exceeding Baht 7,265,000,000 at the value of the Investment Units to be offered for sale to be determined by 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 fall 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 twoindependent appraisers; - the general market condition; - indication of interests received from investors during the bookbuilding process. The additional Investment Units allotted in the Rights 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 be the indicator of the net proceeds that the FUND will receive from this capital increase, details of which are as follows: 2.1 Allotment details of the new Investment Units The Management Company expects to allot the additional Investment Units in the number of not exceeding 691,000,000 units in 2 portions as follows: Portion 1: To allot 50 percent of the total number of the additional Investment Units to be offered for sale to existing unitholders whose names appeared in the unitholders register book. The existing unitholders may declare their intention to buy the new Investment Units based on an amount they are entitled to be allotted, more than an amount they are entitled to be allotted, 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. Portion 2: To allot the remaining Investment Units for the offering for sale on a private placement basis to (1) the owners of the real properties to be invested by the FUND and/or the related persons according to the notifications of the Office of the SEC and/or to (2) the institutional investors and/or (3) the specific investors who are not related to the owners of the real properties and are not the related persons according to the relevant notifications of the Office of the SEC and are not connected persons of owners of the real properties according to the relevant notifications of the SET. Nonetheless, 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, the number of additional Investment Units which the Management Company will allot to the owners of the real properties to be invested by the FUND and their related persons in relation to the new offering Investment Units shall not cause the number of Investment Units held by such persons after combining with the new Investment Units to be allotted, to be in the excess of one-third of the total number of the Investment Units issued and sold. Allotted to Portion 1: Existing unitholders whose names appeared in the unitholders register book. Remark (1) Number of Investment Units(units) 50 percent of the total additional Investment Units Ratio (old: new) To be determined Price per unit (Baht) To be determined Remark (2) Subscription and payment period To be determined later and after obtaining the approval from the Office of Securities and Exchange Commission Notes The approval from unitholders' meeting shall be obtained. Remark (3), (4) Allotted to Portion 2: To be allot under a private placement basis to (1) the owners of the real properties to be invested by the FUND and/or the related persons according to the notifications of the Office of the SEC and/or to (2) the institutional investors and/or (3) specific investors who are not related to the owners of the real properties and are not the related persons according to the relevant notifications of the office of the SEC, and are not connected person of owners of the real properties according to the relevant notification of the SET. Remark (1) Number of Investment Units(units) 50 percent of the total additional Investment Units Ratio (old: new) - Price per unit (Baht) To be determined Remark (2) Subscription and payment period To be determined later and after obtaining the approval from the Office of Securities and Exchange Commission Notes The approval from unitholders' meeting shall be obtained. Remark (4) Remarks: (1) 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, the number of new issue Investment Units which the Management Company will allot to the owners of the real properties to be invested by the FUND and their related persons in relation to the new offering Investment Units shall not cause the number of Investment Units held by such persons after combining with the new Investment Units to be allotted, to be in the excess of one-third of the total number of the Investment Units issued and sold. (2) The value of the Investment Units to be issued and sold shall be determined by 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 fall 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 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 rights 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. (3) The date of the closing of the unitholders register book to suspend transfer of Investment Units for determine the right to subscribe of new issues Investment Units will be determined later after obtaining the approval from the unitholders' meeting to increase the capital of the FUND. (4) Should there be any additional Investment Units remaining from the Rights Offering, the Management Company will allot them on a private placement basis to (1) the owners of the real property 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 are not the related persons according to the relevant notifications of the office of the SEC, and are not connected persons under the relevant notification of the SET who subscribe for such Investment Units. 2.2 Plan in case where there is a faction of Investment Units remaining 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 and allot to the existing unitholders who declare their intention to buy the additional Investment Units in excess of their rights. If there is any remaining additional Investment Units, the Management Company reserves the right to offer and allot such remaining Investment Units to specific investors under private placement basis according to the methods as it deems appropriate. 3. Schedule for unitholders' meeting to approve or for obtaining resolutions of unitholders for the capital increase/allotment The Management Company considers calling a unitholders' meeting on 8 December 2006. The investment unit register will be closed to suspend the transfer of Investment Units from 20 November 2006 at 12.00 noon, onwards until the meeting is adjourned. 4. Approval of the capital increase/investment unit allotment by relevant governmental agency and conditions thereto (if any) After obtaining the approval from the FUND's unitholders for the capital increase of the FUND for investing in additional assets, the Management Company will seek approval of the Office of the SEC on the capital increase of the FUND. 5. Objectives of the capital increase and use of proceeds received from the capital increase To purchase or invest in additional assets and to procure benefits therefrom to generate income and returns to the FUND and the unitholders and to carry out the objectives for the establishment of the FUND. 6. Benefits which the FUND will receive from the capital increase/Investment Units allotment: To enable the FUND to invest in new real properties which will result in the FUND being able to generate more income from such assets and the unitholders will have opportunities to receive more benefit in form of dividends per unit. 7. Benefits which the unitholders will receive from the capital increase/Investment Units allotment: 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. 8. Other details necessary for unitholders to approve the capital increase /share allotment: -None- 9. Schedule of action for the capital increase of the FUND and allotment of new Investment Units: 9.1 The date of the closing of the unitholders register book to suspend the transfer of Investment Units will be on 20 November 2006 at 12.00 noon onward until the meeting is adjourned. 9.2 The Management Company consider calling the unitholders meeting on 8 December 2006 for approval of the investment in the shopping complex (partial) and office buildings in the Central Plaza Pinklao Project, capital increase of the FUND and the pricing method for determining the price of Investment Units to be offered for sale, the allotment of additional Investment Units, the increase the fee collected from the FUND in relation to the property management fee, the amendments to the Investment Project of the FUND to be in line with the increasing of the property management fee and to amend the Investment Project of the FUND. The Management Company hereby certifies that the information contained in this report form is true and complete in all respects. Yours faithfully, Phiphat Phisunuwongrak Authorized Signatory