30 November 2006

Part 1 Characteristics and Details of the Transaction According to the Investment Committee's meeting (the 'Investment Committee') of CPN Retail Growth Property Fund ('CPNRF' or 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 coupled with information additionally disclosed to the Stock Exchange of Thailand (the 'SET') on 13th November 2006, the Investment Committee resolved that the fund shall invest in additional real properties with details as follows: 1) Date of 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') 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 2.1) Central Pattana Public Company Limited ('CPN') 2.2) Relationship with the Fund CPN is a major unitholder of the Fund, holding 33% of total investment units as at 30th August 2006, CPNRF's Property Manager, and has common 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 committee members of the Investment Committee of the Fund. 3) Characteristics of the Transaction 3.1) The Fund shall increase its capital by not exceeding Baht 7,170.0 million through the issuance and offer for sale of not exceeding 685.5 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 its 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 units for offering for sale on a private placement basis, including the allotment to CPN in the total value of not exceeding Baht 1,195.0 million 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 CPN, the owner of real properties, and its related person according to the notifications of the Office of the SEC. Allocation of the Investment Units of the Fund Details Fund Number of Invesment (Million Baht) Units (Million Units) Existing Capital (as at 13 November 2006) 10,915.0 1,091.5 Additional Investment shall not exceed* 7,170.0 685.5 Part 1: Offering approximate 50% of the total amount issuance to existing unitholders (Right Offerings) 3,585.0 342.75 Part 2: Offering approximate 50% of total amount issuance to Private Placement ** 3,585.0 342.75 New Capital shall not exceed 18,085.0 1,777.0 * The Fund allocates total number of additional investment units, both in Right Offerings proportion and Private Placement Proportion, 33 percent of the total additional investment units offered for sale this time or in the total amount of not exceeding Baht 2,366.1 million ** The number of the investment units is excluded the investment units that might be left over from the offering in part 1 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 6,840.0 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 showed in Part 2 of this report. 3.3) The amendment / increase of fee collected from the Fund relating to the property management fee for the Property Manager, which is CPN, in the following items Part of the Property Management to be Changed or Amended Leasing Commission Fee Existing Fee Structure For procuring new tenants and managing all tenants in the Shopping Complex 1. For renewal of lease with existing tenants: 0.5 month 2. For entering into new lease agreements, 3 rates depending on terms of lease agreements: - Less than 1 year term: 0.5 month - 1-3 years term: 1.0 month - Over 3 years term: 1.5 month For procuring new tenants and managing all tenants in the Office Buildings None New Fee Structures For procuring new tenants and managing all tenants in the Shopping Complex 1. For renewal of lease with existing tenants: 0.5 month 2. For entering into new lease agreements, 4 rates depending on terms of lease agreements 2.1 For tenants who make payment on a monthly basis: - Less than 1 year term: 0.5 month - From 1 year but less than 3 years term: 1.0 month - From 3 years on term: 1.5 months 2.2 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 For procuring new tenants and managing all tenants in the Office Buildings 1. For renewal of lease with existing tenants: 0.5 month 2. For entering into new lease agreements, 3 rates depending on terms of lease agreements 2.1 For tenants who make payment on a monthly basis: - Less than 3 years term: 0.5 month - From 3 years term on: 1.0 month 2.2 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 Application of the New Fee Structure New commission fee structure would be applied to procuring new tenants and managing all tenants in the shopping complexes of the Central Plaza Rama II Project, the Central Plaza Ratchada-Rama III Project and the Central Plaza Pinklao Project New commission fee structure would be applied to procuring new tenants and managing all tenants in the Office Buildings of the Central Plaza Pinklao Project Reason for Changes/Amendment To more conform with increase in the Fund's asset and the Fund's performance Part of the Property Management to be Changed or Amended Development Fee Existing Fee Structure None New Fee Structures At 2.0% of the total construction value (hard cost) for improvement and/or development of the real properties of the Fund Application of the New Fee Structure Development fee would be applied to the Central Plaza Rama II Project, the Central Plaza Ratchada-Rama III Project and the Central Plaza Pinklao Project Reason for Changes/Amendment To more conform with increase in the Fund's asset and the Fund's performance Note: In case tenants that CPN has procured fail to make their rentals or early terminate their lease agreements, no leasing commission fee would be paid back to the Fund. In case the Property Management Agreement entered into between CPN and the Fund expires, and there is a 10-year automatic renewal of the agreement, the property management fee could change, depending upon the size of the Fund's assets, scope of services provided by the Property Manager as well as the market situation at the time of renewal. Change in the property management fee must be approved the Fund's unitholders. In making payment for various types of property management fees to CPN, the Fund will make payment to CPN within 5 business days from the date the Fund receives invoice from CPN. 4) Size of the Transaction and Value of Consideration 4.1) 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 units for offering for sale on a private placement basis to CPN for the total value of not exceeding Baht 1,195.0 million (2) The investment in the additional real properties for the total value of not exceeding Baht 6,840.0 million. The payment will be made by cash and/or cheque and/or money transfer to bank account for the amount of not exceeding Baht 6,840.0 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 estimated by a reference of Forecast for 11-month period from February 1, 2007-December 31, 2007 as prepared by the Management Company and CPN and reviewed by KPMG Phoomchai Audit Ltd., a certified auditor, (the 'Forecast Financial Information for the Year 2007'), with the total amount of Baht 148.0 million as follows. -For the transaction a. and c. and d.1-d.2, their value is estimated for the period according to the Property Management Agreement that 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 transaction size is Baht 145.4 million. -The value of the transaction b. and d.3 will be estimated from the Forecast Financial Information for the Year 2007, using the assumption that the tenants who make upfront rent have average lease term of more than 10 years. This corresponds to the lease term of existing tenants current available. The transaction size is Baht 1.3 million. -The value of the transaction e. will be referenced based on the Forecast Financial Information for the Year 2007 as this type of transaction depends on the future plan of property improvement and development to be prepared by the Property Manager. The Property Manager will propose the properties improvement/development plan along with relevant fees to the Investment Committee for approval on a case-by-case basis. The transaction size is Baht 1.3 million. (For the purpose of reference, the following numbers will be specified to represent different types of change in property management fee as discussed earlier:) For procuring new tenants and managing all tenants in the shopping complexes: a. For tenants who make payment on a monthly basis: 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% of upfront rent. For procuring new tenants and managing all tenants in the office buildings: 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. e. 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. The transaction size could change or exceed Baht 148.0 million significantly as the calculation of the transaction size does not take into account other relevant factors such as increase in rentals and service fee, change in lease term and future property development and improvement plan that would be dependent of business opportunities in the future. The size of all transactions is more than 3% of net tangible assets as at 30th September 2006, which is Baht 10,973.6 million 4.2) 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, with the total transaction size of not exceeding Baht 6,840.0 million. The size of the transaction is more than 50% but less than 100% of total assets of the Fund as at 30th September 2006, which is Baht 11,064.1 million. 5) The Value of Assets Purchased or Disposed of As at September 1, 2006, the appraised values of the real properties to be additionally invested as appraised by TPA and CBRE, the two asset appraisers under the approval of the SEC using the income approach are as follows: Properties The Central Plaza Pinklao Shopping Complex (Some part) No.of storeys 7 storeys with 1 basement Gross Area the Fund will Invest (Square Meters) 70,005 Appraised Value(Millions of baht) (a) TPA CBRE 5,734.8 4,632.0 Properties The Central Tower A Pinklao (Whole Part) No.of storeys 26 storeys Gross Area the Fund will Invest (Square Meters) 31,505 Appraised Value(Millions of baht) (a) TPA CBRE 773.0 754.6 Properties The Central Tower B Pinklao (Whole Part) No.of storeys 18 storeys Gross Area the Fund will Invest (Square Meters) 16,736 Appraised Value(Millions of baht) (a) TPA CBRE 338.1 313.4 Properties Parking Area(For 1,915 cars) No.of storeys 10 storeys with 1 basement Gross Area the Fund will Invest (Square Meters) 71,990 Total Gross Area the Fund wll Invest 190,236 Total Appraised Value(Millions of baht)(a) TPA 6,845.9 CBRE 5,700.0 Note: (a) Appraising of the value of the Central Plaza Pinklao Shopping Complex using the income approach also takes into account the appraised value of the parking area that may generate revenue and incur expense. Appraising of the value of the Office Buildings is conducted based on the size of the area the Fund will invest. 6) Basis Used to Determine the Value of Consideration 6.1) 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. 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 asset 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 investment 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%. 6.2) Expected Benefit for the Fund There is expectation of increasing the operating performance of the Fund, which will enhance the unitholder's opportunity to receive higher returns in the form of increased dividend per unit. Such investment will also help to diversify risk from the Fund's dependence in having any particular source of income. 7) Source Of Fund For Investing in the Additional Real Properties From the issuance and offer for sale of the additional investment units, allotment in the right offerings and the private placement is in the total amount of not exceeding Baht 7170.0 million. 8) Important Conditions to be Fulfilled prior to Invest in the Central Plaza Pinklao Project by the Fund Prior to the Fund's investment in the Central Plaza Pinklao Project, there are some important conditions to be fulfilled. They include: 1. CPN has to proceed in all actions to prepare such real properties to be ready for the Fund's investment, including the redemption of the shopping complex and the office buildings located in the Central Plaza Pinklao Project from the Thai Business Fund 2. 2. CPN has to obtain consent from the landowner of the land in which the Central Plaza Pinklao Project is located so that the Fund could become the party in the land lease agreement replacing CPN so that the right of land use by the Fund will not deteriorate, and the Fund does not have to make additional land rentals. (Detailed information regarding important conditions to be fulfilled prior to investing in the Project by the Fund are discussed in Part 3)