30 November 2006

Part 4 Independent Financial Advisor's Opinion regarding the additional Investment Unit allocation for CPN Overview of the transaction Regarding details of the capital increase of CPN Retail Growth Property Fund ('the Fund') notified the resolutions of its Investment Committee 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, those informed objective of capital increase that to be invested in the real additional properties of The Central Plaza Pinklao Project in the totaling amount of not exceeding Baht 6,840.0 million. The Fund shall increase its capital by not exceeding Baht 7,170.0 million, and when including the existing capital of Baht 10,915 million will constitute the new capital of not exceeding Baht 18,085 million, through the issuance and offer for sale of not exceeding 685.5 million units of additional investment units to its existing unitholders (Right Offerings) and Private Placement. CPN, however, is the Fund's major unitholder currently hold 33% stake will be allocated additional investment units from the issuance. The additional investment units shall be spit i nto 2 parts including: Part 1: To allot 50 percent of the total number of the additional investment units to be issued and offered for sale to the existing unitholders whose names appear in the register of unitholders (Rights Offerings). The ratio of such offerings is calculated by the total number of the investment units issued and offered for sale before the capital increase of the Fund divided by the amount of 50 percent of the additional investment units issued and offered for sale. The unit price will be fixed by the Investment Committee according to the specified pricing method. Part 2: To allot the remaining investment units for the offering for sale on a Private Placement basis to investors who are (1) the owners of the real properties in which the Fund wishes to invest and/or the owners' related persons; and/or (2) institutional investors; and/or (3) specific investors who are unrelated to the owners and/or are not the related persons according to the relevant notifications of the Securities and Exchange Commission (the 'SEC') and are not connected persons of owners of the real properties according to the relevant notifications of the SET. The Management Company will allot the investment units on the Private Placement basis according to the demand to purchase the investment units of the institutional investors or owners of the real properties and the related persons or specific investors, at the unit price as to be determined by the Investment Committee. 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. In any event, such allotment shall not cause the owners of the real properties and the related persons according to the notifications of the Office of the SEC to become the unitholders holding the investment units of the Fund in excess of one-third of the total number of the investment units issued and sold. Additional Investment Units Allocation Details Fund Number of (Million Baht) Investment 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 Public 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 Public 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 The allotment of the additional investment units shall allow CPN, a connected person according to the notifications of the SET and the owner of real properties that the Fund shall invest in, holding stake in the total amount of not exceeding 33 percent of the total additional investment units offered for sale this time. In this regard, the entering into the new investment units offered to CPN in Private Placement proportion is considered the entering into a connected transaction. - Independent Financial Advisor's Opinion regarding the Rationale and Reasonableness of the Transaction Fund raising from capital increase will be invested in the real additional properties of The Central Plaza Pinklao Project that currently owned by CPN. The total number of investment units allocation for CPN, both in Right Offerings proportion and Private Placement proportion, shall no t be exceeding 33 percent of the total additional investment units. In accordance with the Independent Financial Advisor's perspective, the allocation for CPN proportion is part of the transaction success engaging the Fund and CPN as the owner of real additional properties of the Central Plaza Pinklao Project. Therefore, such additional investment units allocating is enable to allow CPN to maintain its 33 percent stake in the Fund and considered reasonable as described in details below: - CPN Stake in the Fund provides benefits to the Fund and its unitholders CPN is a well-known professional in managing shopping complex among popular shopping malls in the country. Not only that CPN is the owner of real properties of the Central Plaza Pinklao Project that the Fund will expand its investment in, but also the former owner of the Central Plaza Rama II Shopping Complex and the Central Plaza Ratchada-Rama III Shopping Complex that currently properties under managing by the Fund. With long-term professional in this field, CPN has accumulated expertise in managing properties together with good relationship with leasers for decades. CPN's stake proportion maintaining at 33 percent of outstanding investment units can assure the Fund's unitholders in terms of Sponsor's Commitment and Sponsor's Interest including: - As a Fund's major unitholder: can enhance minor existing unitholders' confidence in its benefit sharing base among all the unitholders and as an important part of the Fund's future prosperity. - As a property manager: create motivation in putting best effort in managing its properties. The benefit generated by CPN reflects its and efficiency in managing properties and would be an incentive to CPN in return. Thus, putting its best effort for its best benefits sounds reasonable. - Maintain CPN stake holding in the Fund is not against the SEC notification. Regarding information provided by the Fund as at the Fund latest book register closing dated 30 August 2006, CPN held the total number of 360.195 million units of the Fund or 33 percent of outstanding investment units. The additional investment units in the amount totaling 33 percent of the total additional investment units offered for sale to CPN shall allow CPN to maintain it's stake of one-third of the total number of the investment units issued and sold. The stake holding proportion shall comply with the notifications of the Office of the SEC, Re: Notification number Kor. Nor. 1/2545 Principle, Conditions, Founding and Managing Procedure of Property Fund, that does not allow the unitholders, and their related persons as defined the meaning in the SEC Re: Notification Number Sor. Nor. 8/2544 The Related Persons of the Property Fund's Unitholder, who also being the real properties owners that the Fund shall invest in hold stake proportion of one-third of the total number of the investment units issued and sold. - The additional investment units allocated in the Right Offerings proportion and those allocated in the Private Placement proportion shall be of the same price The additional investment units allocated to existing unitholders in the Right Offerings proportion and those allocated to institutional investors including CPN in the Private Placement proportion shall be of the same price. Hence, there would be none of any parties get advantage from the price difference. To protect existing unitholders' interest, the pricing method for determining the price of additional investment units offered for sale shall be a bookbuilding process which reflects value of the real properties acceptable to the owner of the real properties. In this regard, several factors will be taken into account for bookbuilding process including 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 and general market conditions, for instance. The Independent Financial Advisor has opinion on reasonableness of the transaction in that 50 percent of the total number of additional investment units are allocated to existing unitholders in order to allow capability in maintaining their right, whilst the other 50 percent of the total number are allocated to Private Placement in order to avoid burden of excess investment of existing unitholders. Such proportions of allocation also complies with the SEC's guideline stating that half of the total numbers of additional investment units shall be allocated to the Fund's existing unitholders while the other half shall be allocated to other types of investors. Furthermore, the increase in number of outstanding investment units may help enhancing the trading liquidity on the Stock Exchange. The pricing method, bookbuilding, for the additional investment units well reflects acceptable value and demand of the real properties for investors at several price levels. In accordance with Forecast for the 11-month from 1 February - 31 December 2007 of the Fund as prepared by the Management Company and CPN reviewed by KPMG Phoomchai Audit Ltd., a certified auditor, dividend dilution effect to existing unitholders from the capital increase is not anticipated and an opportunity to receive a higher forecast return in the form of dividend per unit is expected no matter the existing unitholders would or would not exercise their rights.