13 November 2006

(Translation) No. TT/IM 265/2006 13 November 2006 Re: Additional Clarification in Relation to the Capital Increase of CPN Retail Growth Property Fund (CPNRF) To: The President The Stock Exchange of Thailand 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 No. 4/2006 dated 5 October 2006 and No. 5/2006 dated 2 November 2006 pursuant to its letters Nos. TT/IM 223/2006 and TT/IM 256/2006 which specified details of the capital increase of the Fund, as per details previously informed. By this letter, the Management Company would like to notify the unitholders of the Fund as follows: The Fund has arranged for 2 independent appraisers to appraise the value of the real properties, 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, and Thai Property Appraisal Lynn Phillips Co., Ltd. and CB Richard Ellis (Thailand) Co., Ltd. have appraised the value of the real properties to be invested by the Fund at the value of Baht 6,845,900,000 and 5,700,000,000, respectively, as at 1 September 2006. Based on the independently appraised values as at 1 September 2006, the maximum price of the real properties to be invested by the Fund (which will not be higher than the lower price obtained from the appraisal report in excess of 20 percent) will be changed to a price not exceeding Baht 6,840,000,000 (instead of the maximum price previously notified of not exceeding Baht 6,934,920,000),. . The price at 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, after deducting the 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 estimated working capital for management of the project (equivalent to general expenses of the Fund for a period of approximately 1 month). Accordingly, the proposed capital increase of the Fund shall not exceed Baht 7,170,000,000 (from the previously notified capital increase amount of not exceeding Baht 7,265,000,000), and when including the existing capital of Baht 10,915,000,000 will constitute the new capital of not exceeding Baht 18,085,000,000, through the issuance and offer for sale of not exceeding 685,500,000 additional Investment Units (from the previously notified number of investment units of not exceeding 691,000,000 investment units) at the unit value as to be determined by the Investment Committee pursuant to the pricing method as previously notified. In addition, we would like to provide additional information relating to the amendments to the Investment Project of the Fund as mentioned in Clause 6 of the letter No. TT/IM 256/2006 dated 2 November 2006, which are summarized as follows: 1. The amendments to the Investment Project of the Fund to be in line with the capital increase and the additional investment in real properties in relation to the amount of capital and type of properties invested by the Fund and to be in line with this issuance and offer for sale of additional investment units and the use of proceeds from the issuance and offer for sale of additional investment units to invest in the additional real properties and/or other related properties. The amendments to the Investment Project in the aforementioned matters can be summarized as follows: 1.1 Amount of Capital of the Project; Par Value, Number, Type, and Offering Price of Investment Units Offered for Sale; Minimum Subscription Value To amend the capital of the Project, including amending the number of investment units, the offering price and minimum subscription value to be in line with the proposed capital increase. 1.2 Details of Investment Policy To add information and other details relating to the additional real properties to be invested by the Fund using the proceeds from the issuance and offer for sale of the additional investment units, i.e. specifying details of certain parts of shopping complex and 2 office buildings in the Central Plaza Pinklao Project, including related properties. 1.3 Additional Information of the Properties to be Invested by the Fund To amend and/or update information relating to the additional real properties to be invested by the Fund, such as real property industry overview, information about the property manager, investment highlights, and risk factors, for instance. 2. The amendments to the Investment Project of the Fund to amend and/or update certain information to be in line with current operation of the Fund, e.g. the amendment to the Investment Project dated 28 July 2005 pursuant to the details and captions specified therein, in various sections which have been changed from the period when the establishment of the Fund was approved until now, such as effects from the change in investment in real properties of the Fund and related actions, the dividend payment and various fees, the amendments of which will be underlined as follows: 2.1 Amendment of the Fund Management Project in General The Fund intends to increase its capital in order to invest in the additional real properties. For the success of this capital increase, it is necessary for the Fund to amend or revise certain terms and conditions of the Fund Management Project in conformity with the capital increase and the types of the additional real properties to be invested by the Fund, or the current situation. This amendment will cover the issues as set out below. Clause 3.2 Details of Investment Policy (page 27) Existing Provisions 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. -Etc-. Amendments 3.3 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 kinds 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 and/or office buildings in which Central Pattana Public Company Limited and/or the Related Persons have ownership and/or possession right. Etc. Clause 9. Name, Address and Telephone Number of Auditor (page 36) Existing Provisions 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 Etc. Amendments Name: Mr. Terdthong Thepmangkorn Address: KPMG Phoomchai Audit Limited, 50th-51st Floor, Empire Tower, No. 195, South Sathorn Road, Khwaeng Yannawa, Khet Sathorn Bangkok 10120 Tel. 0-2677-2000 Clause 13.3 Power and Duties of the Investment Committee (page 41) Existing Provisions (1) To consider and decide on the investment, purchase, lease, let, disposal, transfer or acceptance of transfer of real properties or leasehold rights in real properties. Amendments (1) To consider and decide on the investment, purchase, lease, let, disposal, transfer or acceptance of transfer of real properties or leasehold rights in real properties, provided that it shall not contravene with the notifications of the Securities and Exchange Commission and the notifications of the Office of the Securities and Exchange Commission. Clause 15. Property Manager (page 43) Existing Provisions The term of office of the Property Manager under the Property Management Agreement shall be 10 years, and shall be automatically renewed if there is no change in the Property Manager. However, the Management Company may appoint additional property manager or replace the Property Manager when a unitholders meeting passes a unitholder's resolution with the vote of more than half of the total number of Investment Units sold of the Fund, pursuant to the terms and conditions under the Property Management Agreement; for instance, in the event the property manager fails to comply with the Property Management Agreement; or in the event the property manager is bankrupt pursuant to court order; or the property manager lacks of qualifications to performance duties as the property manager; or in the event the occupancy rate in shopping complexes falls below 50% for a consecutive period of more than 3 months; the Management Company may propose the unitholders meeting to consider and pass a resolution to terminate the Property Management Agreement and if the unitholders meeting passes a unitholder's resolution with the vote of more than half of the total number of Investment Units sold of the Fund to terminate the Property Management Agreement due to such event. Amendments The term of office of the Property Manager under the Property Management Agreement shall be 10 years, and shall be automatically renewed if there is no change in the Property Manager. However, the Management Company may appoint additional property manager or replace the Property Manager when a unitholders meeting passes a unitholder's resolution with the vote of more than half of the total number of Investment Units sold of the Fund, pursuant to the terms and conditions under the Property Management Agreement; for instance, in the event the property manager fails to comply with the Property Management Agreement; or in the event the property manager is bankrupt pursuant to court order; or the property manager lacks of qualifications to performance duties as the property manager; or in the event the occupancy rate in shopping complexes and office buildings falls below 50% for a consecutive period of more than 3 months; the Management Company may propose the unitholders meeting to consider and pass a resolution to terminate the Property Management Agreement and if the unitholders meeting passes a unitholder's resolution with the vote of more than half of the total number of Investment Units sold of the Fund to terminate the Property Management Agreement due to such event. Clause 19. Capital Increase and Capital Decrease of the Fund (page 51) Existing Provisions 19.3 Additional Conditions 19.3.1 In the case of the increase of capital the Fund, the Management Company may deem it appropriate to prescribe additional criteria for the increase of capital of the Fund according to any of the following bases: Case 1: Rights offering to the existing unitholders as at the date of closing the register and suspending transfer of Investment Units for the increase of capital of the Fund, for which the rights offering is the right to subscribe for Investment Units at their par value plus a selling fee (if any) or at the reference price as prescribed by the Management Company plus a selling fee (if any), as the case may be, within the period of right offering. The unitholders who are holders of such right may transfer the rights to another person within the period of the right offering by giving a written notification to the Management Company. If any holder of such right does not exercise the right upon the expiration of such period, the Management Company may offer to sell the capital-increase Investment Units to the public and general investors. Case 2: Offering of capital-increase Investment Units to the public and general investors (Public Offering) by fixing the selling price equal to the net asset value of the Fund as at the date designated by the Management Company plus a selling fee (if any) or at the reference price as prescribed by the Management Company plus a selling fee (if any), as the case may be. However, the Management Company reserves the right to amend such additional conditions as appropriate by giving prior written notification to the unitholders. Amendments 19.3 Additional Conditions 19.3.1 In the case of the increase of capital the Fund, the Management Company may deem it appropriate to prescribe additional criteria for the increase of capital of the Fund according to any one or several basis as follows: Case 1: Rights offering to the existing unitholders as at the date of closing the register and suspending transfer of Investment Units for the increase of capital of the Fund. Case 2: Allotment of Investment Units on a private placement basis or to institutional investors or specific investors. Case 3: Offering of capital-increase Investment Units to the public and general investors (Public Offering) For the capital increase of the Fund pursuant to any one or more of the foregoing cases, the offering price may be determined according to the par value of the Investment Units plus a selling fee (if any) or at the reference price as prescribed by the Management Company plus a selling fee (if any), as the cause may be. However, the Management Company reserves the right to amend such additional conditions as appropriate by giving prior written notification to the unitholders. Clause 22. Fees and Expenses Collected from Subscribers or Unitholders and the Fund (page 68) Existing Provisions 22.2 Fees and Expenses Collected from the Fund (5) Fee for underwriting of the Investment Units: not exceeding 3.0% of the underwritten value for the initial offering Amendments 22.2 Fees and Expenses Collected from the Fund (5) Fee for underwriting of the Investment Units: not exceeding 3.0% of the underwritten value for the initial offering and the subsequent offerings for the purpose of increasing the capital of the Fund. Clause 22.2 Fees and Expenses Collected from the Fund (7) Others (page 69) Existing Provisions (7.26) Meeting allowance for the Investment Committee as actually paid but not exceeding Baht 10,000 per member of the Investment Committee when a meeting is held or other rate as determined by the resolution of unitholders. Amendments (7.26) Meeting allowance for the Investment Committee as actually paid. In case of convening a meeting, the Management Company will consider paying meeting allowance only to committee members who have knowledge and expertise in real properties and committee members who are nominated by unitholders as follows: - not exceeding Baht 30,000 per member per meeting for committee members who have knowledge and expertise in real properties - not exceeding Baht 10,000 per member per meeting for committee members who are nominated by unitholders Committee members who are representative of the Management Company are not entitled to the meeting allowance. Nonetheless, the Management Company may consider paying meeting allowance in other rate as determined by the resolution of unitholders. Clause 27. Terms, Policy and Procedures for Paying Dividends to Unitholders (page 78) Existing Provisions 27.1 Dividend Payment Policy It is the policy of the Project to pay dividends to unitholders no more than 4 times a year. Amendments 27.1 Dividend Payment Policy It is the policy of the Project to pay dividends to unitholders no more than 4 times a year. However, the Management Company may consider making a special dividend payment to unitholders in addition to such dividend payments of 4 times a years as the Management Company considers necessary and appropriate. Clause 32. Others (page 84) To Delete the Existing Provisions Market Maker The Management Company may appoint a securities company licensed to carry out the business of securities dealing or investment unit dealing to be a market maker for the Investment Units of the Fund to purchase or sell the Investment Units of the Fund for maintaining liquidity of the Investment Units of the Fund. The Management Company may appoint not less than 5 market makers while a company holding shares in the Management Company may represent not more than a half of all market makers. Amendments -None- 2.2 Amendment of the Fund Management Project in Specific Case The Management Company deems appropriate to implement additional measures in relation to the investment in Central Plaza Rama II Shopping Complex. Therefore, certain contents of the Investment Project of the Fund relating to the investment in Central Plaza Rama II Shopping Complex shall be amended as follows: Clause 3.2 Details of Investment Policy Existing Provisions Summary of Portfolio of Properties to be Invested in by the Fund (page 26) The Fund's investment in or possession of properties, which consist of leasehold, subleasehold and ownership rights in real properties and/or movable properties and/or rights and/or any other properties relating to or connected with those real properties, is the investment in or possession of properties held and/or owned by the Related Persons of Central Pattana Public Company Limited, the Property Manager of the Fund, before the date of the investment or possession by the Fund; Such Related Persons are namely: a) Central Pattana Rama II Co., Ltd., which is a holder of a leasehold right in the land and an owner of the shopping complex and public utility systems as well as facilities within the Central Rama II Shopping Complex; b) Central Pattana Rama III Co., Ltd., which is an owner of the land and the Central Rama III Shopping Complex; and c) Central Realty Service Rama III Co., Ltd., which is an owner of the public utility systems and facilities within the Central Rama III Shopping Complex. The investment in real properties by the Fund as described above will be in the form of investment in or possession of sublease rights and leasehold rights in real properties. Although the Fund will register the long-term leasehold rights in respect of its investment in such sublease rights and leasehold rights with competent authorities, there is a potential risk that the sublease agreements and/or lease agreements of those real properties could be terminated. In such event the Fund will lose the right to receive income therefrom and the rate of returns of unitholders will be eventually affected. In order to reduce such potential risk, the Fund has taken steps as follows: a) The Fund has sought the consent of and prescribed conditions in the sublease of land from the landowner under the lease agreement between Central Pattana Rama II Co., Ltd. and the landowner, and could procure protection against risks that may arise from the termination of such land lease agreement, by obtaining the consent from the landowner to become the party in the land lease agreement in place of Central Pattana Rama II Co., Ltd.. Amendments Summary of Portfolio of Properties to be Invested in by the Fund (page 26) The Fund's investment in or possession of properties, which onsist of leasehold, subleasehold and ownership rights in real properties and/or movable properties and/or rights and/or any other properties relating to or connected with those real properties, is the investment in or possession of properties held and/or owned by the Related Persons of Central Pattana Public Company Limited, the Property Manager of the Fund, before the date of the investment or possession by the Fund; Such Related Persons are namely: a) Central Pattana Rama II Co., Ltd., which is a holder of a leasehold right in the land and an owner of the shopping complex and public utility systems as well as facilities within the Central Rama II Shopping Complex; b) Central Pattana Rama III Co., Ltd., which is an owner of the land and the Central Rama III Shopping Complex; and c) Central Realty Service Rama III Co., Ltd., which is an owner of the public utility systems and facilities within the Central Rama III Shopping Complex. The investment in real properties by the Fund as described above will be in the form of investment in or possession of sublease rights and leasehold rights in real properties. Although the Fund will register the long-term leasehold rights in respect of its investment in such sublease rights and leasehold rights with competent authorities, there is a potential risk that the sublease agreements and/or lease agreements of those real properties could be terminated. In such event the Fund will lose the right to receive income therefrom and the rate of returns of unitholders will be eventually affected. In order to reduce such potential risk, the Fund has taken steps as follows: a) The Fund has sought the consent of and prescribed conditions in the sublease of land from the landowner under the lease agreement between Central Pattana Rama II Co., Ltd. and the landowner, and could procure protection against risks that may arise from the termination of such land lease agreement, by obtaining the consent from the landowner to become the party in the land lease agreement replacing Central Pattana Rama II Co., Ltd. As at the date of preparation of this additional information (more)