30 November 2006

leased the public utility systems related to the Central Plaza Pinklao Project for a term of 10 years from Central Realty Service Company Limited. To allow the Fund to invest in the Central Plaza Pinklao Project, CPN held a meeting of unitholders of the Thai Business Fund 2 to ask for approval of redemption of the Central Plaza Pinklao Shopping Complex, the Office Buildings, and the parking area from the Thai Business Fund 2, termination of sublease contract of the land that is the location of the Central Plaza Pinklao Shopping Complex, the Office Buildings, and the parking area, termination of contract in relation to leasing of the public utility systems related to the Central Plaza Pinklao Project entered into between Central Realty Service Company Limited and the Thai Business Fund 2 as well as termination of other contracts in relation to the Thai Business Fund 2. CPN did so to prepare such real properties to be ready for the Fund's investment. CPN already obtained approval from unitholders of the Thai Business Fund 2 for redemption of the Central Plaza Pinklao Shopping Complex, the Office Buildings, and the parking area from the Thai Business Fund 2, termination of contract in relation to leasing of the public utility systems related to the Central Plaza Pinklao Project as well as termination of other related contracts. 2. Appointment of CPN as the property manager of the Central Plaza Pinklao Project From the information obtained from the Fund, one of the conditions agreed upon between CPN and the Fund in allowing the Fund to lease/sublease the Central Plaza Pinklao Project from CPN is that the Fund has to appoint CPN as the Property Manager to manage the additional real properties to be invested by the Fund. It is the view of the Independent Financial Advisor that doing so makes sense and provides benefit to the Fund and its unitholders, given CPN is a leading operator of the shopping complexes in Thailand. It has been succeeded in managing many shopping complexes including the Central Plaza Pinklao Project, and has strong relationship with tenants in the shopping complexes it has managed. This allows CPN to efficiently procure new tenants and managing all tenants. Appointing CPN as the Property Manager of the Central Plaza Pinklao Project allows continuous management of the Project itself, and would help to stabilize the Fund's revenue in terms of rental and service income. 3. Obtaining Consent from the Owner of the Land in which the Central Plaza Pinklao Project is located to become the party in the land lease agreement replacing CPN One of the conditions to be fulfilled prior to the Fund's investment in the Central Plaza Pinklao Project is that CPN, as the owner of the leasehold right of the land in which the Project is located, must obtain consent from Central Department Store Company Limited that is the landowner of the land where the Central Plaza Pinklao Shopping Complex and the Office Buildings are located so that the Fund could become the party in the land lease agreement replacing CPN, with details of the conditions to be agreed upon later among CPN, the Fund and Central Department Store Company Limited. Such consent must be obtained prior to the Fund's investment in such real properties so that the right of land use by the Fund will not deteriorate, and the Fund does not have to make additional land rentals. 2) The Independent Financial Advisor's Opinion on Fairness of the Value of the Central Plaza Pinklao Project to be invested by the Fund The proceeds from capital increase to be used by the Fund to invest in the real properties of the Central Plaza Pinklao Project consist of the value of the properties and all relevant transaction costs with the details as follows: a) Value of the Real properties According to the board of directors' resolution on November 2, 2006 and the information disclosed to the SET on November 13, 2006, the Fund was approved to invest in the real properties of the Central Plaza Pinklao Projec t in the amount not to exceed Baht 6,840.0 million, but the price must not be higher than the lower property value as appraised by the two independent asset appraisers appointed by the Fund by more than 20%. The lower property value appraised by the two independent asset appraisers is Baht 5,700.0 million. Thus, the acquisition price of the real property of the Central Plaza Pinklao Project would not exceed the amount of Baht 6,840.0 million. ('Maximum Asset Acquisition Price'). b) Transaction Costs (estimation)* The transaction cost in relation to the acquisition of the real properties of the Central Pinklao Project is estimated to be Baht 330.0 million (including VAT) comprising of: - Estimated costs of acquiring properties1 Baht 190.0 million - Estimated costs of issuing and offering new investment units2 Baht 134.0 million - Estimated working capital to manage the additional real properties3 Baht 6.0 million Remark: * Transaction costs are based upon the maximum acquisition price of the properties of the Central Plaza Pinklao Project of Baht 6,840.0 million baht. 1) Including the costs relating to transferring ownership of the properties, property commission to be paid by the Fund and etc. 2) Including securities underwriting fees, financial advisory fees and other fees in relation to offering the investment units. 3) To be approximate to the amount of general expenses of the Fund for 1 month. Therefore, the proceeds from the capital increase of the Fund that needs to be used for investment in the properties of the Central Plaza Pinklao Project will not exceed the amount of Baht 7,170 million. In order to evaluate the fairness of the acquisition price of the property of the Central Plaza Pinklao Project to be invested by the Fund, the Independent Financial Advisor will compare the Maximum Asset Acquisition Price with the values appraised by the two independent asset appraisers appointed by the Fund. In addition, the Independent Financial Advisor will consider the dividend yield generated from the additional real properties to be invested by the Fund as compared to dividend yields of other property funds that invest in comparable real properties, especially the dividend yield of CPNRF. The Independent Financial Advisor also considers the financial impact to dividend per unit (DPU) of the Fund after the Fund has invested in the properties of the Central Plaza Pinklao Project. Appraised Values of the Real Properties of the Central Plaza Pinklao Project to be invested by the Fund The two independent asset appraisers who are in the SEC's qualified asset appraisers list and have appraised the properties of the Central Plaza Pinklao Project to be invested by the Fund are: 1. CB RICHARD ELLIS (THAILAND) CO., LTD. ('CBRE') 2. THAI PROPERTY APPRAISAL LINN PHILLIPS CO., LTD. ('TPA') The two independent asset appraisers; CBRE and TPA have employed the Income Approach that is widely used to appraise the value for income producing properties. Under the Income Approach, net operating income stream earned from the property for a utilization period is projected and discounted at a reasonable capitalization rate which reflects relevant factors (i.e. a specified cash flow patterns, return on investment in the government bond, overall investment climate of the real estate market sector and etc.) According to the valuation reports that Independent Financial Advisor received from the Fund, the value of the properties of the Central Plaza Pinklao Project to be invested by the Fund, appraised by the 2 independent asset appraisers as at 1 September 2006, are Baht 5,700 million (appraised by CBRE) and Baht 6,845.9 million (appraised by TPA). Considering the Maximum Asset Acquisition Price of the properties of the Central Plaza Pinklao Project that the Fund will invest, such price of Baht 6,840.0 million is still in the range of value appraised by the two independent asset appraisers. Date of appraisal Appraised Value (Million Baht) Maximum price that the CBRE TPA Fund can invest 1 September 2006 5,700.00 6,845.90 6,840.00 However, according to the information the Independent Financial Advisor received from the Fund, it is expected that the asset acquisition transaction will take place by February 2007. Thus, the Independent Financial Advisor evaluates the effect of the timing of the transaction by February 2007 upon the appraised values given by the two independent asset appraisers by adjusting net cash flow stream projected by the independent asset appraisers and discounting period according to the acquisition timing at the end of February 2007. The new values after adjustment for the expected acquisition timing by the Independent Financial Advisor are Baht 5,699.7 million and Baht 6,825.7 million. They do not changed significantly from the appraised values given by the independent asset appraisers. In addition, the maximum price of the properties of the Central Plaza Pinklao Project to be invested by the Fund of Baht 6,840.0 million, which is equal to 120% of the lower value of Baht 5,700 million appraised by the two independent asset appraisers, is still approximate to the range of the appraised values after adjustment for the timing of the transactions by the Independent Financial Advisor (the Maximum Asset Acquisition Price is 0.2% higher than the highest adjusted appraised value). Estimation of the Dividend Yield Earned from Investment in 2007 To estimate the dividend yield of the Fund earned from the investment in the properties of the Central Plaza Pinklao Project, the Independent Financial Advisor considers the projected annual dividend received in the year 2007 from the newly issued investment units after the Fund has invested in the properties of the Central Plaza Pinklao Project, comparing to the total investment of the Fund in such additional real properties. According to the board of director's resolution on November 2, 2006 and the information disclosed to the SET on November 13, 2006, it approved the Fund to increase capital by the amount not to exceed Baht 7,170.0 million in order to invest in the properties of the Central Plaza Pinklao Project. The fund can be raised by bookbuilding the demand of investors at various unit prices with details as disclosed the information memorandum. However, as the l ower appraised value among the two appraised values is Baht 5,700.0 million, the acquisition price of the properties of the Central Plaza Pinklao Project to be invested by the Fund should not be higher than Baht 6,840.0 million. Then the total maximum investment of the Fund in the properties will not be higher than Baht 7,170 million (consisting of the Maximum Asset Acquisition Price of the properties of the Central Plaza Pinklao Project of Baht 6,840.0 million plus all relevant transaction costs of Baht 330.0 million). The Independent Financial Advisor estimates the net cash inflow from the additional properties in 2007 based upon the assumptions and projected operating cash flow prepared by the independent asset appraisers in appraising values of the properties of the Central Plaza Pinklao Project using the Income Approach (projected property revenue and property expenses are prepared), which is the number before deducting general operating expenses of the Fund in relation to the additional properties to be invested by the Fund. Then the net cash flow from the properties is deducted by all general operating expenses of the Fund in relation to the additional properties to be invested by the Fund. Based upon the information provided by the Fund, such general operating expenses of the Fund include fund management fees, custodian fees, registrar fees, asset management fees, and other incentive fees. Then, the dividend is estimated to be paid out of 95% of distributable income. The return from dividend to be paid for 2007** (Dividend Yield) from the additional properties to be invested by the Funds as estimated by the Independent Financial Advisor is approximately in the range of 7.54% to 8.05% per annum whereby the average dividend yield is expected to be 7.8% annually. Remark: ** The estimation of dividend payment out of 95% of the 2007 distributable profit earned from the investment in the properties of the Central Plaza Pinklao Project. The assumptions and estimation of projected net operating income from the properties prepared by the two independent asset appraisers. The number of projected net operating income is then deducted by the Fund's operating expenses relating to the additional properties to be invested by the Fund, which include management fees, custodian fees, registrar fees, property management fees, and other incentive fees. After that the number is then divided by the maximum increased capital that the Fund needs to raise in order to invest in the properties of the Central Plaza Pinklao Project, which is Baht 7,170.0 million. In the final step, the net dividend yield is annualized. Comparing to other property funds that are listed on the SET and invest in comparable real properties (excluding the property funds that invested in land and factory buildings), the average yield of the comparable property funds is 6.81% annually while dividend yield of CPNRF is 7.58% annually. (Dividend yields of CPNRF and other comparable property funds are calculated by using the dividend payment in the first six months of 2006 divided by the market capitalization of each property fund as of 31 October 2006 and then be annualized to be annual yield.) In addition, the Independent Financial Advisor has also estimated the dividend yield by using the Forecast for 11-month period from 1 February 2007 to 31 December 2007 as prepared by the Management Company and CPN and reviewed by the authorized auditor (See details in the Attachment 5 for the Forecast for 11-month period from 1 February 2007 to 31 December 2007) with the significant assumptions summarized as follows: 1)The Fund raises capital for the total amount of Baht 7,161 million through offering 682.0 million newly issued units; 2)The Fund acquires the properties of the Central Plaza Pinklao Project on 1 February 2007. 3)Dividend is paid out at 95% of distributable income. 4)Other significant assumptions are as follows: Assumptions Revenues 1. Rental income after rent debates or discounts (if any) and service charge Existing Properties (The Central Plaza Rama II Project and the Central Plaza Ratchada- Rama III Project) - In case that lease and service contracts are not expired in 2007, rental and service income are based primarily on the rent or service charges payable by the tenants under lease or service agreements as at June 30, 2006. - In case that the contracts are expired within 2007, the assumed average growth rate in rental and service charges under new and/or renewed lease and service agreements over the contracted rent and service charges as at June 30, 2006 is 5.0% per annum, calculated on a monthly compounded basis. Additional Properties to be invested by the Fund (The Central Plaza Pinklao Project) Shopping Center - In case that lease and service contracts are not expired in 2007, rental and service income are based primarily on the rent or service charges payable by the tenants under lease or service agreements as at August 21, 2006. - In case that the contracts are expired within 2007, the assumed average growth rate in rental and service charges under new and/or renewed lease and service agreements over the contracted rent and service charges as at August 21, 2006 is 5.0% per annum, calculated on a monthly c ompounded basis. Office Buildings - In case that lease and service contracts are not expired in 2007, renta l and service income are based primarily on the rent or service charges payable by the tenants under lease or service agreements as at June 30, 2006. - In case that the contracts are expired within 2007, the assumed average growth rate in rental and service charges under new and/or renewed lease and service agreements over the contracted rent and service charges as at June 30, 2006 is 5.0% per annum, calculated on a monthly compounded basis. - CPN agreed to guarantee rental and service revenues generated from l ease of the space in Central Tower B Pinklao for Baht 41.1 million for 1 year from the date of the acquisition in Central Tower B Pinklao by the Fund 2. Rental income charged in proportion to tenant's turnover Existing Properties (The Central Plaza Rama II Project and the Central Plaza Ratchada- Rama III Project) - Rental and service charges are assumed to grow at 5% and 3% per annum for Central Rama II and Central Plaza Ratchada-Rama III, respectively, over the expected rental and service charges collected from the tenants in 2006. Additional Properties to be invested by the Fund (The Central Plaza Pinklao Project) - Rental and service charges are assumed to grow at 5% per annum over the expected rental and service charges collected from the tenants in 2006. 3. Other revenues earned from the properties i.e. income from promotions, billboard and advertising income and etc. Existing Properties (The Central Plaza Rama II Project and the Central Plaza Ratchada- Rama III Project) - Based on historical income collections and the trend of performance, other revenues are estimated to grow at 5% and 3% per annum for Central Rama II and Central Plaza Ratchada-Rama III, respectively, over the budget for 2006 prepared by the Property Manager. Additional Properties to be invested by the Fund (The Central Plaza Pinklao Project) - Based on historical income collections and the trend of performance, other revenues are estimated to grow at 5% per annum over the budget for 2006 prepared by the Property Manager (except for car parking rental, which is assumed to be equal to the budget for 2006). Property Expenses 1. Property tax Existing Properties (The Central Plaza Rama II Project and the Central Plaza Ratchada- Rama III Project) - The expense arises from the difference between the property tax that must be paid and the property tax collected from tenants. The property tax is assumed to be 12.5% of the estimated rental income and substantially to be recoverable from tenants. Additional Properties to be invested by the Fund (The Central Plaza Pinklao Project) - The expense arises from the difference between the property tax must be paid and the property tax collected from tenants. The property tax is assumed to be 12.5% of the estimated rental income and substantially to be recoverable from tenants. 2. Leasing commissions Existing Properties (The Central Plaza Rama II Project and the Central Plaza Ratchada- Rama III Project) - For renewal tenants: - 0.5 month of rental and service income - For new tenants with contract term: - Less than 1 year, 0.5 month of rental and service income - From 1 year but less than 3 year, 1.0 month of rental and service income - 3 years or more, 1.5 months of rental and service income - More than 3 years with upfront lease payment, 3.0% of upfront rent payment - There will be no leasing commission paid for the cases where CPN is, itself the tenant. Additional Properties to be invested by the Fund (The Central Plaza Pinklao Project) Shopping Center - For renewal tenants: - 0.5 month of rental and service income - For new tenants with contract term: - Less than 1 year, 0.5 month of rental and service income - From 1 year but less than 3 year, 1.0 month of rental and service income - From 3 years or more, 1.5 months of rental and service income - More than 3 years with upfront lease payment, 3.0% of upfront rent payment .Office Buildings - For renewal tenants: - 0.5 month of rental and service income - For new tenants with contract term: - Less than 3 years contract term, 0.5 month of rental and service income - 3 years or more, 1.0 month of rental and service income - More than 3 years with upfront lease payment, 3.0% of upfront rent payment There will be no leasing commission paid for the cases where CPN is, itself the tenant. 3. Insurance expense Existing Properties (The Central Plaza Rama II Project and the Central Plaza Ratchada- Rama III Project) -The expense arises from the difference between the insurance expense that must be paid and the insurance premium collected from tenants. Insurance expense is estimated to grow 5.0% per annum from the budget for 2006 and assumed substantially to be recoverable from tenants. Additional Properties to be invested by the Fund (The Central Plaza Pinklao Project) - The expense arises from the difference between the insurance expense that must be paid and the insurance premium collected from tenants. Insurance expense is estimated to grow 5.0% per annum from the budget for 2006 and assumed substantially to be recoverable from tenants. 4. Bad debts expense Existing Properties (The Central Plaza Rama II Project and the Central Plaza Ratchada- Rama III Project) - Allowance for bad debts is estimated at 0.25% of gross revenue. Additional Properties to be invested by the Fund (The Central Plaza Pinklao Project) - Allowance for bad debts is estimated at 0.25% of gross revenue. 5. Advertising and other expenses Existing Properties (The Central Plaza Rama II Project and the Central Plaza Ratchada- Rama III Project) - It is estimated to grow at 5% per annum from the budget for 2006. The forecast also includes additional expense estimated by the Property Manager. Additional Properties to be invested by the Fund (The Central Plaza Pinklao Project) (more)