03 November 2006

Information Memorandum On The Connected Transaction And The AcquisitionAnd Disposition Of Assets According to the Investment Committee's meeting (the 'Investment Committee') of CPN Retail Growth Property Fund (CPNRF) (the 'Fund') managed by TMB Asset Management Company Limited (the 'Management Company') no.5/2549 (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) held on 2nd November 2006, The Investment Committee resolved that the fund shall invest in additional real properties with detail as follows: 1. The Date Of Entering Into The Transaction - After the Fund obtained the resolutions to enter into the transaction from the unitholders' meeting, the approval from the Securities and Exchange Commission (the 'SEC') and the Stock Exchange of Thailand (the 'SET') on related issues, and the Fund has already offered for sale the additional Investment Units. The transaction shall be completed within February 2007. 2. The Parties Involved And Its Relationship With The Fund - Central Pattana Public Company Limited ('CPN') - Relationship with the Fund CPN is a major unitholder of the Fund held 33% of total Investment Units as at 30th August 2006, CPNRF's Property Manager, and has the same management, which are Mr. Kobchai Chirathivat and Mr. Naris Cheyklin as Chief Executive Officer and Senior Executive Vice President & Chief Financial Officer of CPN. These two persons are also a director of Investment Committee of the Fund. 3. The General Characteristics Of The Transaction 3.1 The fund shall increase its capital by not exceeding Baht 7,265.0 million through the issuance and offer for sale of not exceeding 691.0 additional Investment Units. The Fund shall offer for sale the additional Investment Units into 2 parts, which are (1) The Allotment of 50% 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 name appear in the register of unitholders (The date of the closing of the unitholders register book will be informed later), including the allotment to CPN in the portion according to their right to subscribe as at the closing date of register book (This part is not the connected transaction.). (2) The allotment of the remaining Investment Unit for offering for sale on a private placement basis, including the allotment to CPN in the total value of not exceeding Baht 1,210.8 millionThe 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. 3.2 The Fund shall use of proceeds received from its capital increase to invest in the additional real properties by leasing and subleasing the real properties in the Central Plaza Pinklao Project from CPN for the total value of not exceeding Baht 6,934.92 million. The final price of the real properties to be invested by the Fund will not be higher than the lower price obtained from the appraisal report in excess of 20%. The details of the real properties are as follows:Details of the real properties to be invested by the FundThe Fund will make the additional real properties investment in the Central Plaza Pinklao Project, by leasing building owned by CPN, being 1 unit of the Central Plaza Pinklao Shopping Complex (certain part) and 2 units of Office Buildings, including parking area therein (proportionate to the utilization of area of the shopping complex and office buildings to be invested by the Fund) as well as the utilities systems in relation to the shopping complex, the office buildings, and the parking area. The total gross area to be invested by the Fund is approximately 190,236 square meters, accounted for 66.4% of total gross area of the project (excluding the Central Department Store which is owned by Thai Business Fund 3). In addition, the Fund will sublease the land which is the location of the shopping complex, the office buildings, and the parking area, including the surrounding road and the entrance and exit of the Project. The Long-term lease and sublease agreement will be expired on 31st December 2024. 3.3 The increase of fee collected from the Fund relating to the property management fee for the property manager, which is CPN, 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% 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. 4. Size Of The Transaction And The Total Value Of Consideration - The entering into the transaction number 3.1 - 3.3 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. The size of the connected transactions are as follows: (1) The allotment of Investment Unit for offering for sale on a private placement basis to CPN for the total value of not exceeding Baht 1,210.8 million (2) The investment in the additional real properties for the total value of not exceeding Baht 6,934.92 million. The payment will be made by cash and/or cheque and/or money transfer to bank account for the amount of not exceeding 6,934.92 million. The final price of the real properties to be invested by the Fund will not be higher than the lower price obtained from the appraisal report in excess of 20%. (3) The increase of property management fee for the total value of at least Baht 148.0 million, estimated by a reference of Profit Forecast for the year 2007. For the transaction number 3.3 (1) a. and c. and d.1-d.2, their value are estimated for the period according to the Property Manager Agreement which is effective for 10 years from the appointment date (If the parties do not agree in other aspects, the agreement will be automatically continue in effect in every next 10 years). The value of the transaction number 3.3(1) b. and 3.3 (1) d.3 and 3.3 (2) will be estimated only for the year 2007. The size of all transactions is more than 3% of net tangible assets as at 30th Jund 2006 , which is Baht 10,968.8 million - The entering into the transaction no.3.2 is considered the entering into an acquisition of assets under 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. The size of the transaction is more than 50% but less than 100% of total assets of the Fund as at 30th June 2006, which is Baht 11,071.5 million. 5. The Value Of Assets Purchased Or Disposed Of - The additional real properties to be invested by the Fund are still under the appraising process by the appraisal companies which have main appraisers approved by the SEC. 6. Basis Used To Determine The Value Of Consideration - For this capital increase, 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 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 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 Investmen t 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%. 7. Expected Benefit Of The Fund - Expect to increase the operating result of the Fund, which will enhance the unitholder's opportunity to receive higher returns in form of increased dividend per unit. Such investment will also help decentralizing risk from the Fund's dependence in having any particular source of income. In addition, the capital increase may increase trading liquidity of Investment Units due to higher number of trading units and net assets of the Fund. 8. Source Of Fund For Investing In The Additional Real Properties - From the issuance and offer for sale of the additional Investment Units allotted in the right offering and allotted in the private placement in the total amount of not exceeding Baht 7,265.0 million. 9. Approval Of The Connected Transaction And The Acquisition Of Assets - The Investment Committee of the Fund comprises of 5 directors as follows: 1) Mrs. Jotika Savanananda Director 2) Mr. Kobchai Chirathivat Director 3) Mr. Naris Cheyklin Director 4) Mr. Tanate Phutraul Director 5) Mr. Satit Rundkasiri Director - Participation and voting in the meeting of the Investment Committee Mr. Kobchai Chirathivat and Mr. Naris Cheyklin, directors who have interest in the Transaction, did not participate and had no voting right in the meeting. 10. Conditions Of The Transaction - The Transaction must be approved by the meeting of unitholders 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. 11. Opinion Of The Investment Committee In The Transaction - The Investment Committee considered this investment in additional real properties and had an opinion that these real properties are interesting, appropriate and comply with objectives and strategies of the Fund in creating growth to the Fund by searching for opportunities to invest in additional real properties with the aim to generate income and returns to the unitholder of the Fund. There are2 independent appraisers to appraise the value of the additional real properties to be invested by the Fund for submitting for consideration of the unitholder. However, the investment Committee had an opinion that the price of the investment in the additional real properties will not be higher than the lower price obtained from the appraisal report in excess of 20% of the price obtained from the independent appraisal reports of the appraisers according to the notification of the Securities and Exchange Commission. In addition, the Investment Committee has an opinion that the increase of the fee collected from the Fund relating to the property management fee will conform to the increase of assets of the Fund and the current situation. The Investment Committee also has an opinion that the Management Company shall offer the additional Investment Units in the private placement portion to CPN at the same price as offered to other persons. However, the allotment of the additional Investment Units will not enable CPN to hold its Investment Units more than one-thirds of total issued investment units. Therefore, the Investment Committee resolves that the Transaction shall be proposed to the meeting of unitholder for an approval.