30 November 2006

- 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. Remark: Full details of assumption is shown in the Attachment 5: Forecast for 11-month period from 1 February 2007 to 31 December 2007 as prepared by the Management Company and CPN and reviewed by KPMG Poomchai Audit Limited, a certified auditor. The Independent Financial Advisor found that the estimated dividend yield earned from the investment in the properties of the Central Plaza Pinklao Project is approximately 8.07% annually, which is close to the estimated dividend yield calculated by the Independent Financial Advisor based upon the assumptions and projections from the two independent asset appraisers Therefore, the estimated dividend yield from the investment in the properties of the Central Plaza Pinklao Project in 2007 is in the range of 7.54% - 8.07% annually, which is in the range close to or higher than the dividend yield of CPNRF and is higher than the average dividend yield of the other listed property funds that invest in comparable real properties. The Fund's dividend per unit after the Asset Acquisition According to the Investment Committee's resolution on November 2, 2006 coupled with the information disclosed to the SET on November 13, 2006, it was resolved that the Fund would invest in the property of the Central Plaza Pinklao Project at the maximum asset acquisition price of Baht 6,840.0 million (equivalent to the price that is 20 % higher than the lower price obtained from the appraisal reports as prepared by the two independent asset appraisers appointed by the Fund). The Fund will issue and offer for sale of investment units in the amount not to exceed 685.5 million units. In accordance with Forecast for 11-Month Period from February 1, 2007-December 31, 2007 as prepared by the Management Company and CPN and reviewed by KPMG Poomchai Audit Limited, a certified auditor, showed as Attachment 5 of Invitation Letter to the Unitholders' Meeting of the CPN Retail Growth Property Fund No. 1/2549, the impact of investment in the Central Plaza Pinklao Project by raising capital for the total amount of Baht 7,161.0 million via means of issuing and offering for sale of 682.0 million investment units is increase in the Fund's forecast dividend per unit. Forecast dividend per unit for the 11-month period from February 1-December 31, 2007 that existing unitholders would earn after additional investment in the Central Plaza Pinklao Project will increase to Baht 0.74 a unit, equivalently equal to the dividend yield of 7.76 % (based on the closing price of CPNRF as at October 31, 2006 of Baht 10.40 a share), whereas forecast dividend per unit for the same period without investment in the Central Plaza Pinklao Project is Baht 0.72 a unit, equivalent to the dividend yield of 7.55 % (based on the closing price of CPNRF as at October 31, 2006 of Baht 10.40 a share). Thus, from the underlying assumptions of such financial forecast coupled with the assumption that additional investment units to be issued and offered or sale would not exceed 685.5 million units, the Independent Financial Advisor expects that dividend payment per unit to be made to existing shareholders after investment in the Central Plaza Pinklao Project would be higher than that without such investment. Conclusion Taking into account the factor as follows: - The maximum asset acquisition price of Baht 6,840.0 million, the price that is close to the range of the appraised asset values as given by the two independent asset appraisers (both pre-and post-adjustment for timing of the transaction); - Forecast dividend yield for the Year 2007 calculated by making reference to financial projections as prepared the two independent asset appraisers; - Forecast dividend yield for the Year 2007, which the Independent Financial Advisor derived based on Forecast for 11-Month Period from February 1, 2007-December 31, 2007 as prepared by the Management Company and CPN and reviewed by KPMG Poomchai Audit Limited, a certified auditor, that is higher than the level of dividend yield of the Fund itself without investment in the Central Plaza Pinklao Project and those of comparable property funds listed in the SET; - The possibility that forecast dividend per unit after investment in the Central Plaza Pinklao Project would be higher than that without additional investment It is the view of the Independent Financial Advisor that pursuing the transaction of acquiring the Central Plaza Pinklao Project, with details regarding the asset to be acquired as showed in Attachment 3, at the maximum asset price of Baht 6,840.0 million is reasonable and provides benefit to the Fund's unitholders. The opinion of the Independent Financial Advisor in regard to the fairness of the maximum asset acquisition price of the Central Plaza Pinklao Project is based on the fact that the pricing method to determine the asset acquisition price is based on the bookbuilding process at various prices that reflect a value of the real properties acceptable to the owner of the real properties and investors. Actual asset acquisition price may be lower than the maximum acquisition price mentioned earlier as the acquisition price of the Central Plaza Pinklao Project would depend upon the amount raised from issuing and offering for sale of investment units that is determined by the bookbuilding process at various prices that reflect a value of the real properties acceptable to the owner of the real properties and investors. The final price of the additional investment units will be fixed taken into accounts, among other things, the following considerations, namely the prevailing market price of the Fund's investment units on the SET during the period when the additional investment units are issued and offered for sale, the general market condition, indication of interests received from investors during the bookbuilding process and etc. Actual asset acquisition price is equal to the net amount the Fund raised from capital increase, the amount equal to the amount of capital raised from sale of investment units deducted by 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).