12 December 2006

(Translation) No. TT/IM 289 /2006 8 December 2006 Re: Notification of Resolutions of Unitholder Meeting No. 1/2006 To: The President The Stock Exchange of Thailand The unitholder meeting of CPN Retail Growth Property Fund (CPNRF) (the 'Fund') No. 1/2006, held on 8 December 2006 at 9.00 a.m. at the Auditorium, TMB Bank Public Company Limited, Head Office, 3000 Phahonyothin Road, Chatuchak, Bangkok 10900, Thailand, has passed certain material resolutions, which can be summarized as follows: 1. Approved with affirmative votes of 437,131,306 votes from the total votes of unitholders attending the meeting and having the right to vote of 451,850,106 votes or equivalent to 96.74 percent of the total votes of unitholders attending the meeting and having the right to vote (while there were unitholders who did not approve or abstain their votes in the number of 14,718,800 votes or equivalent to 3.26 percent of the total votes of unitholders attending the meeting and having the right to vote) that the Fund shall invest in additional real properties consisting of the land and buildings owned by Central Pattana Public Company Limited, being certain parts of shopping complex and 2 office buildings in the Central Plaza Pinklao Project, including parking spaces, the utilities systems in relation to the shopping complex and the office buildings, the surrounding road and the entrance and exit of the Central Plaza Pinklao Project ('New Properties'), by leasing and subleasing real properties for a period of approximately 18 years at a total price not exceeding Baht 6,840,000,000. The price at which the Fund will be investing in the New Properties will be based on the proceeds which the Fund will receive from its capital increase, after deduction of expenses for the issuance and offer for sale of additional Investment Units (the 'Offering'), the expenses for acquisition of the real properties (e.g. various fees and taxes) and estimated working capital for management of the New Properties. The price of the New Properties will be determined based on the proceeds from the issuance and offer for sale of additional Investment Units (the 'Offering') as set out in Clause 2 below. The price of the investment in the New Properties will not exceed 120 percent of the lowest price obtained from the appraisal reports. In addition, the Management Company shall be empowered to take the following actions: 1) To determine the details of the additional properties to be invested in. 2) To negotiate, prepare, execute, deliver and/or amend the agreements or commitments evidencing the right to purchase or lease the real properties, the lease agreements and/or sublease agreements and/or any relevant contracts and/or documents after obtaining the approval from the Office of the Securities and Exchange Commission ('Office of the SEC') for the capital increase of the Fund, and to contact the Office of the SEC, the Stock Exchange of Thailand ('SET'), the government authorities or agencies, or any persons for the said purposes, for example. 3) To do any other acts which are necessary for or incidental to the foregoing acts in all respects for the purpose of their accomplishment, and to appoint and/or remove any substitutes for the acts under 1) to 2) above for the purpose of their accomplishment. 2. Approved with affirmative votes of 437,247,306 votes from the total votes of unitholders attending the meeting of 451,856,106 votes, or equivalent to 96.77 percent of the total votes of unitholders attending the meeting (while there were unitholders who did not approve or abstain their votes in the number of 14,608,800 votes or equivalent to 3.23 percent of the total votes of unitholders attending the meeting) that the Fund shall increase its capital by no more than Baht 7,170,000,000 (from the existing capital of Baht 10,915,000,000 to the new capital of no more than Baht 18,085,000,000), through the issuance and offer for sale of no more than 685,500,000 additional Investment Units at the Offering Price to be determined by the Investment Committee. The final value of the Fund's capital increase and/or the final number of the additional Investment Units to be offered for sale may be lower than the maximum value of the Fund's increased capital and the maximum number of additional Investment Units to be offered for sale as provided above. The method for determining the Offering Price shall be a book-building process at a range of prices which reflect a value of the real properties acceptable to the owner of the real properties. The final price of the additional Investment Units, which shall fall within the price range, will be fixed, taking into account, among other things, the following considerations: - 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 valuation of the real properties provided by the two independent appraisers; - general market conditions; - indication of interests received from investors during the book-building process. The additional Investment Units allotted in the rights offering and those allotted in the private placement shall be sold at the same price. In addition, the method for determining the Offering Price will determine the net proceeds that the Fund will receive from this capital increase and will also be a factor for determining the value of the New Properties to be invested in by the Fund. The price at which the Fund will invest in the New Properties will be based on the proceeds which the Fund will receive from its capital increase, after deduction of expenses for the Offering, the expenses for acquisition of the real properties (e.g. various fees and taxes) and estimated working capital for management of the New Properties (equivalent to general expenses of the Fund for a period of approximately 1 month). The price of the investment in the New Properties will not exceed 120 percent of the lowest price obtained from the appraisal reports. In addition, the Management Company shall be empowered to take the following actions: 1) To determine the net increased capital, the number and the price of the additional Investment Units to be issued and offered for sale in accordance with the methods approved by the unitholders. 2) To do any other acts which are necessary for or incidental to the foregoing acts in all respects for the purpose of their accomplishment, and to appoint and/or remove any substitutes for the acts above for the purpose of their accomplishment. 3. Approved with affirmative votes of 437,295,806 votes from the total votes of unitholders attending the meeting and having the right to vote of 452,006,106 votes or equivalent to 96.75 percent of the total votes of unitholders attending the meeting and having the right to vote (while there were unitholders who did not approve or abstain their votes in the number of 14,710,300 votes or equivalent to 3.25 percent of the total votes of unitholders attending the meeting and having the right to vote) that the Fund shall offer for sale the additional Investment Units in 2 parts according to the details as set out below. Part 1: To allot 50 percent of the total number of the additional Investment Units of the Offering for sale to the existing unitholders whose names appear in the register of unitholders (the 'Rights Offering'). The ratio of such Rights Offering is calculated by the total number of issued Investment Units prior to the Offering divided by the total number of Investment Units in the Rights Offering. The unit price will be fixed by the Investment Committee according to the specified pricing method. The existing unitholders may purchase none,all or part of their entitlements, or may apply for units in excess of their entitlements in the Rights Offering. In the event that the allotment according to the prescribed ratio results in any of the existing unitholders having the right to subscribe for a fraction of an Investment Unit that cannot be allotted as a full Investment Unit, such fraction of the Investment Unit shall be rounded down to the nearest full number in determining a unitholder's entitlement to the Rights Offering. The Management Company shall then combine the fractional entitlements with the Investment Units in the Rights Offering which have not been subscribed for because the existing unitholders have waived their rights or have not made a timely subscription or a subscription for their full entitlement, or for any reason whatsoever, and allot them in the following order: 1. In the event that there is a sufficient number of remaining Investment Units under the Rights Offering portion to satisfy all unitholders wishing to subscribe for additional Investment Units in excess of their entitlements, the remaining Investment Units will be allotted to all of such unitholders according to the number of units that each of such unitholders wishes to subscribe for; or 2. In the event that the remaining Investment Units under the Rights Offering portion are not sufficient to satisfy all unitholders wishing to subscribe for additional Investment Units in excess of their entitlements, the remaining Investment Units will be allotted to each unitholder wishing to subscribe for additional Investment Units in excess of their entitlements on a pro rata basis in proportion to the total number of excess Investment Units applied for by all unitholders. If there are Investment Units remaining from the offering for sale under (1) or (2), the Management Company reserves the right to offer and allot such remaining Investment Units to specific investors under the private placement as set out in Part 2 according to the method it deems appropriate. In this regard, existing unitholders wishing to subscribe for additional Investment Units in excess of their rights shall state their intention and pay for the subscription price of the excess Investment Units together with the subscription price of the Investment Units subscribed for under the Rights Offering. The date of closure of the register and suspension of transfer of the Investment Units for the purpose of determining the existing unitholders' entitlement to subscribe for the additional Investment Units issued and offered for sale will take place after the Office of the SEC approves the capital increase of the Fund as proposed. The existing unitholders will be entitled to the right to subscribe for additional Investment Units after the Office of the SEC approves the capital increase of the Fund. The Management Company will notify the SET on the date of closure of the register in due course. 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 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 for the Investment Units of the institutional investors or owners of the real properties and the related persons or specific investors, at a unit price to be determined by the Investment Committee. In the event that the demand to purchase the Investment Units in Part 2 exceeds the total number of available units such that the Management Company is unable to make a full allotment to all of the subscribers in Part 2 according to their subscription amount, the Management Company reserves the right to allot the Investment Units to them according to any method that the Management Company deems appropriate. The Management Company will offer for sale and allot 33 percent of the total additional Investment Units offered in the Offering to Central Pattana Public Company Limited, 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 hold Investment Units of the Fund in excess of one-third of the total number of issued Investment Units after the Offering. The Management Company shall file an application with the SET for its approval of the listing of the additional Investment Units of the Fund as listed securities within 30 days from the closing date of the Offering. In addition, the Management Company shall be empowered to take the following actions: 1) To determine the subscription date, subscription method and subscription payment after the Office of the SEC's approval, including the number and method of allotment of the additional Investment Units to be issued and offered for sale as proposed in all respects. 2) To fix the date of closure of the register and suspension of transfer of the Investment Units for the purpose of determining the right of the existing unitholders to subscribe for the Rights Offering after the Office of the SEC approves this capital increase of the Fund. 3) To exercise its discretion in the allotment of the additional Investment Units to be issued and offered 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 and are not connected persons of owners of the real properties according to the relevant notifications of the SET in Part 2. 4) To fix the period of the Offering and to file an application with the SET for its approval of the listing of the additional Investment Units of the Fund as listed securities on the SET. 5) To do any other acts which are necessary for or incidental to the foregoing acts in all respects for the purpose of their accomplishment, and to appoint and/or remove any substitutes for the acts under 1) to 4) above for the purpose of their accomplishment pursuant to the SET notification. 4. Approved with affirmative votes of 398,000,306 votes from the total votes of unitholders attending the meeting and having the right to vote of 452,006,106 votes or equivalent to 88.05 percent of the total votes of unitholders attending the meeting and having the right to vote (while there were unitholders who did not approve or abstain their votes in the number of 54,005,800 votes or equivalent to 11.95 percent of the total votes of unitholders attending the meeting and having the right to vote) the increase in fee collected from the Fund in relation to property management fees, as proposed by the Property Manager, to reflect the increase of assets of the Fund and to reflect the current operations of the Fund, in the following items: (1) The increase in leasing commission for procuring tenants and management of all tenants (the 'Leasing Commission'). For tenants of Shopping Complex a. For tenants with monthly rent: The amendment of Leasing Commission when the 3-year lease agreement with the new tenant has been procured. The Leasing Commission shall be amended from 1.0 month to 1.5 months of rent. b. For tenants with upfront rent: The addition Leasing Commission for a tenant with lease agreements of more than 3 years and upfront rent shall be fixed at 3.0 percent of the upfront rent. For tenants of Office Building c. For tenants who renew, the Leasing Commission shall be fixed at 0.5 month of rent. d. For new tenants, the Leasing Commission rates shall vary depending on the tenor of lease agreement, as follows: d.1 For tenants with monthly rent: For tenants with lease agreements of less than 3 years, the Leasing Commission shall be fixed at 0.5 month of rent. d.2 For tenants with monthly rent: For tenants with lease agreements of at least 3 years, the Leasing Commission shall be fixed at 1.0 month of rent. d.3 For tenants with upfront rent: For tenants with lease agreements of more than 3 years and upfront rent, the Leasing Commission shall be fixed at 3.0 percent of the upfront rent. (2) The addition of fee for managing the improvement and/or development of real properties of the Fund shall be fixed at 2.0 percent of the total construction value for improvement and/or development of the real properties of the Fund. The details of the changes of fees are set out in the section of the amendments to the Fund Management Project relating to Fees and Expenses Collected from the Fund under Clause 5 below. In addition, the Management Company shall be empowered to proceed as necessary and relevant to the adjustment of the fee collected from the Fund in all respects, and to specify terms and details, to negotiate, agree, execute, deliver and amend the documents relating thereto and to appoint and/or remove any substitutes for the acts as stated above for the purpose of their accomplishment. 5. Approved with affirmative votes of 788,085,806 votes from the total number of Investment Units sold of the Fund of 1,091,500,000 units or equivalent to 72.20 percent of the total number of Investment Units sold of the Fund (while there were unitholders who did not approve or abstain their votes in the number of 24,115,300 votes or equivalent to 2.21 percent of the total number of Investment Units sold of the Fund) the amendments to the Fund Management Project to adjust the fee rates to reflect the increase in property management fees under Clause 4 above, as follows: '22. Fees and Expenses Collected from Subscribers or Unitholders and the Fund Clause 22. (7) (7.4) 2. shall be repealed and replaced with the new wording Current Wording: 22. (7) (7.4) 2. Leasing Commission for procuring tenants and management of all tenants of the Fund upon entering into new lease agreements with new tenants or renewal of lease agreements with the following details: Leasing Commission (based on rental rate of particular tenant) 1. For renewal of lease with existing tenants 0.5 month 2. For entering into new lease agreements, 3 rates depending on the terms of lease agreements - Less than 1 year 0.5 month - 1-3 years 1.0 month - Over 3 years 1.5 months New Wording: 22. (7) (7.4) 2. Leasing Commission for procuring tenants and management of all tenants of the Fund upon entering into new lease agreements with new tenants or renewal of all kinds of lease agreements, both short term and long term, with the following details: 2.1 Tenants in the shopping complex project Leasing Commission (based on rental rate of particular tenant) 1. For renewal of lease with existing tenants 0.5 month 2. For entering into new lease agreements, 4 rates depending on the terms of lease agreements - Less than 1 year 0.5 month - 1 year but less than 3 years 1.0 month - 3 years or more 1.5 months - For entering into lease agreements for more than 3 years with advance payment of remuneration for leasehold right by tenant 3% of the remuneration paid in advance for leasehold right received from the tenant. Clause 22. (7) (7.4) 2. 2.2 shall be added as follow: (7) (7.4) 2. 2.2 Tenants in the office building project Leasing Commission (based on rental rate of particular tenant) 1. For renewal of lease with existing tenants 0.5 month 2. For entering into new lease agreements, 3 rates depending on the terms of lease agreements - Not exceeding 3 years 0.5 month - 3 years or more 1.0 months - For entering into lease agreements for more than 3 years with advance payment of remuneration for leasehold right by tenant 3% of the remuneration for leasehold right received from the tenant. If a lease agreement between the Fund and a tenant will be made in a form otherwise than as specified above, the Management Company by a resolution of the Investment Committee is empowered to prescribe the conditions for the payment of commission as deemed appropriate. Clause 22. (7) (7.4) 6. shall be added as follow: 6. Fee for overseeing the improvement and/or development of real properties of the Fund, which the Fund will pay to the Property Manager as remuneration for its service of overseeing the development of real properties of the Fund, including its recommendation on the improvement and/or development of real properties of the Fund to enhance their potentiality and increase the returns of the Fund (Value Enhancement), at the rate of 2.00 percent of the total construction value (hard cost) for improvement and/or development of the real properties of the Fund, provided that such hard cost for improvement and/or development includes the cost to repurchase the space to be improved and/or developed from theexisting lessees, but shall not include the expense of design, consultation fees and other professional fees and related expenses. In this regard, (more)