30 November 2006

[TRANSLATION] No. IB 92/2006 November 17, 2006 Attention: The Unitholders of the CPN Retail Growth Property Fund Subject: Independent Financial Advisor's Opinion regarding the Asset Acquisition Transactions and Connected Transactions of CPN Retail Growth Property Fund Regarding the resolutions of the Investment Committee of CPN Retail Growth Property Fund (the 'Fund') No. 5/2006 dated 2 November 2006 and the letter number No. TT/IM 265/2006 posted on the Stock Exchange of Thailand (the 'SET') website dated 13 November 2006, it approved capital increasing by not exceeding Baht 7,170.0 million by issuance and offering additional investment units in the total number of not exceeding 685.5 million units. TMB Asset Management Company Limited (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 Limited ('CPN'). Such increased capital will be invested in the real properties of the Central Plaza Pinklao Project in the amount of not exceeding Baht 6,840.0 million. In addition, the Fund shall amend the property management fee to be paid to CPN as its property manager. Those transactions to be entered are considered connected transactions 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, and the investment in these real properties, with the value of transaction exceeding 3 percent of the Fund's net tangible assets as at 30 September 2006 which is Baht 10,973.6 million. As the value of asset acquisition in the real properties of the Central Plaza Pinklao Project transaction is also exceeding 50 percent but not over 100 percent of the Fund's total asset as at 30 September 2006 which is Baht 11,064.1 million, that deemed the asset acquisition transaction requiring 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. In accordance with the transactions engaging the Fund and CPN, both parties have relationship in that CPN is the Fund's major unitholder and the Fund's property manager, as well as employing same persons as their management, the Fund thus appointed Kim Eng Securities (Thailand) Plc. (the 'Independent Financial Advisor') that is a financial advisor under the approval of the Securities and Exchange Commission (the 'SEC') to act as an Independent Financial Advisor to provide an opinion on the reasonableness and benefits of those transactions, fairness of price and conditions of the connected transaction to the Fund's unitholders. In preparing the opinion report, the Independent Financial Advisor reviewed the information and documents provided by CPN and/or the Management Company either in written or verbal as follows. Details and major conditions of the transactions as well as information of the real properties to be invested by the Fund Invitation to the Unitholders' Meeing of the CPN Retail Growth Property Fund No.1/2549 Appraisal Reports prepared by CB Richard Ellis (Thailand) Co.,Ltd. and Thai Property Appraisal Linn Phillips Co.,Ltd. Forecast for 11-month period from 1 February - 31 December 2007 of the Fund prepared by the Management Company and CPN and reviewed by KPMG Phoomchai Audit Ltd. , the authorized auditor Copy of the resolutions of the Investment Committee of the Thai Business Fund 2 No. 2/2006 dated 3 November 2006 Estimated operating expenses of the Fund's provided by the Fund Estimated transaction cost comprising estimated costs of acquiring properties, estimated costs of issuance and offering additional investment units and estimated working capital to manage the additional real properties Examples of Agreements made between CPN and unconnected persons regarding the commission fee and development fee Other relevant information to the transactions of asset acquisition and connected transactions to be entered Public information regarding the Fund Relevant information regarding the industry Relevant information regarding the economic factors The Independent Financial Advisor provides opinion based on Appraisa l Reports prepared by the independent asset appraisers who are in the list approved by the SEC and appointed by the Fund. The Independent Financial Advisor does not involve the asset appraisal procedure. The opinion of the Independent Financial Advisor is formed on the basis of all information and documents received, and the Independent Financial Advisor trusts the information obtained from the management of the Management Company and CPN, including the information prepared by the Fund for disclosure to the SET. The Independent Financial Advisor trusts on those information received in its accuracy, completeness, and such information constitutes full and true disclosure of all material information relating to such transactions and that there is no other information the omission of which would cause any of the information disclosed to us or relied on by us is making out recommendation to be inaccurate, incomplete, untrue or misleading in any material respect. The Independent Financial Advisor trusts in information and documents provided by CPN and/or the Management Company either in written or verbal as described on the list above. We also honor under the believe that any relevant agreements regarding the connected transactions and asset acquisition with major terms and conditions as disclosed in the Information Memorandum on Acquisition and Disposition of Assets and Connected Transaction, shall be made by the Fund and shall have further legally effective in the near future. In preparing the opinion, neither directly nor indirectly can the Independent Financial Advisor certify or guarantee the accuracy or completeness of the information and warranty provided by the Fund and/or CPN. Any future changes in these circumstances and assumptions may have an impact on the opinion of the Independent Financial Advisor. The Independent Financial Advisor does not have any responsibility on any negative outcome occurring from inaccuracy, incompleteness, significant change in information provided by the Fund and/or CPN and the real properties the Fund shall invest in. The Independent Financial Advisor does not have any responsibility in consequence regarding change in industrial circumstance conducting impact on anticipated properness and interest of the connected transactions. Additionally, this report is solely prepared for the purpose of providing the Fund's unitholders an opinion on the connected transactions for their voting on the Unitholders' Meeting of the Fund No.1/2549. The English translation of this document is prepared solely for reference for non-Thai unitholders of the Fund. It should neither be relied upon as the definitive nor the official document of the Fund. The Thai version is the official document and shall prevail in all respects in the event of any inconsistency with the English translation. The Independent Financial Advisor reviewed the transactions and has opinion summarized as follows: Content Page Part 1 Characteristics and Details of the Transaction 4 1) Date of the Transaction 2) The Parties Involved And Its Relationship With The Fund 3) Characteristics of the Transaction 4) Size of the Transaction and Value of Consideration 5) The Value of Assets Purchased or Disposed of 6) Basis Used to Determine the Value of Consideration 7) Source Of Fund For Investing in the Additional Real Properties 8) Important Conditions to be Fulfilled prior to Investing in the Central Plaza Pinklao Project by the Fund Part 2 Details of the Assets to be Invested by the Fund 12 1) Details of the Central Plaza Pinklao Project 2) Details of the Central Plaza Pinklao Project to be Invested by the Fund 3) Summary of the Area in the Central Plaza Pinklao Project (including the Part to be Invested by the Fund and the Part that CPN still Possesses the Right) 4) Management of the Central Plaza Pinklao Project after the Fund's Investment Part 3 Independent Financial Advisor's Opinion Regarding the Transaction of Investing in the 18 Central Plaza Pinklao Project 1) Independent Financial Advisor's Opinion regarding the Rationale and Reasonableness of the Transaction 2) The Independent Financial Advisor's Opinion on Fairness of the Value of the Central Plaza Pinklao Project to be invested by the Fund Part 4 Independent Financial Advisor's Opinion Regarding the Additional Investment Unit Allocation for CPN 36 - Independent Financial Advisor's Opinion regarding the Rationale and Reasonableness of the Transaction Part 5 Independent Financial Advisor's Opinion Regarding Change in Property Management Fee 40 - Opinion of the Independent Financial Advisor regarding the Reasonableness of the Rate of Leasing Commission Fee Part 6 Independent Financial Advisor's Opinion Regarding the Voting of Unitholders 47