30 November 2006

Part 6 Independent Financial Advisor's Opinion regarding the Voting of Unitholders In conclusion, it is perspective of the Independent Financial Advisor that pursuing the two connected transactions and the transaction of acquiring properties of the Central Plaza Pinklao Project is reasonable and able to provide benefits to the Fund and its unitholders. Thus, unitholders should vote for such transactions. However, final decision regarding whether to vote for the transactions depends on each unitholder's judgment. The Independent Financial Advisor hereby certifies that in providing the above opinion, careful consideration was taken in accordance with professional standards for the interest of CPNRF's unitholders. It is perspective of the Independent Financial Advisor pursuing the connected transactions in regard to the allotment of additional investment units to CPN, amendment/addition of the property management fee according to leasing commission fee and development fee to be paid to CPN as the property manager, and the asset acquisition transaction in regard to acquiring the Central Plaza Pinklao Project. Those transactions are considered reasonable and able to generate benefits to the Fund and its unitholders. Entering into the connected transactions and the acquisition transaction as abovementioned stems from the purpose of the Fund in expanding its property investment to the Central Plaza Pinklao Project, that is a commercial property project with many strengths as earlier mentioned. Investing in the Project with potential to generate good level of investment return to the Fund and its unitholders on a continuous basis conforms to the Fund's investment policy and provides benefits to the Fund and its unitholders. In evaluating the fairness of the maximum price of Baht 6,840.0 million to be paid for investing in properties of the Central Plaza Pinklao Project, the Independent Financial Advisor has taken into account the asset's appraised value prepared by two independent asset appraisers under the SEC approval appointed by the Fund, forecast dividend yield at the maximum acquisition value, as well as impact on the forecast dividend per unit (DPU) to be earned from properties of the Central Plaza Pinklao Project. Under the view of the Independent Financial Advisor, the maximum acquisition price of Baht 6,840.0 million is fair based on the fact that the pricing method for the Project to be invested shall be a Bookbuilding process at various prices that reflect a value of the real properties acceptable to the owner of the real properties and investors. For the two connected transactions including allotment of investment units to CPN approximately 33 % of all additional investment units issued and offered for sale to raise funds for investing in the Central Plaza Pinklao Project and amendment/addition of some parts of the property management fee to be paid to CPN, the Independent Financial Advisor evaluates the reasonableness of such two connected transactions, and it is the view of the Independent Financial Advisor that they are reasonable. Allotment of 33 % of additional investment units issued and offered for sale on a private placement basis would allow CPN to maintain the percentage of its holding in the Fund. This would help to boost confidence of other investors in investing in the Fund, given CPN, as the major unitholder and the property manager, would have strong incentive to manage all real properties invested by the Fund to generate good level of return to the Fund and its unitholders. As offering price of the additional investment unit to CPN is the same as that to other existing unitholders and other new investors (offered on the private placement basis), no other investors will be put in a disadvantaged position in terms of offering price of the additional investment unit. Change in the property management fee in regard to leasing commission fee and development fee would be in line with the rate CPN has charged unconnected persons. Yours sincerely, [-Signed-] Mr. Montree Sornpaisarn, CFA Chief Executive Officer