12 December 2006

the property manager shall present the project for the improvement and/or development of real properties of the Fund, including the remuneration for overseeing the work and related details to the Investment Committee of the Fund for consideration from time to time. In addition, the Management Company shall be empowered to take the following actions: 1) To amend the wording or contents in the Fund Management Project as necessary and relevant to the proposed increase in property management fees insofar as they are not contradictory to or in conflict with the resolution of the unitholders' meeting and/or as instructed or recommended by the Office of the SEC and/or the SET and/or any other competent authority, and to contact the Office of the SEC, the SET, the government authorities or agencies, or any persons for the said purposes etc. 2) To do any other acts which are necessary for or incidental to foregoing acts in all respects for the purpose of their accomplishment, and to appoint and/or remove any substitutes for the acts as stated above for the purpose of their accomplishment. 6. Approved with affirmative votes of 797,472,306 votes from the total number of Investment Units sold of the Fund of 1,091,500,000 units or equivalent to 73.06 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 14,728,800 votes or equivalent to 1.35 percent of the total number of Investment Units sold of the Fund) the amendment to the Fund Management Project in relation to the following matters: 6.1 To reflect the capital increase and the additional investment in real properties in relation to the amount of capital and type of properties invested by the Fund and to reflect the Offering and the use of proceeds from the Offering to invest in the New Properties and/or other related properties. The amendments to the Fund Management Project in relation to the aforementioned matters can be summarized as follows: 1. Amount of Capital of the Fund Management Project; Par Value, Number, Type, and Offering Price of Investment Units Offered for Sale; Minimum Subscription Value To amend the capital of the Fund Management Project, including amending the number of investment units, the offering price and minimum subscription value to reflect the proposed capital increase. 2. Details of Investment Policy To add information and other details relating to the New Properties by using the proceeds from the Offering, i.e. specifying details of certain parts of shopping complex and both office buildings in the Central Plaza Pinklao Project, including related properties. 3. Additional Information of the New Properties to be Invested in by the Fund To amend and/or update information relating to the New Properties, such as real property industry overview, information about the Property Manager, investment highlights, and risk factors, for example. 6.2 To amend and/or update certain information to reflect the current operations of the Fund, e.g. the amendment of various sections of the Fund Management Project to reflect changes from the period when the establishment of the Fund was approved until the present time, such as effects from the change in investment in real properties of the Fund and related actions, the distribution and various fees The Management Company deems it appropriate to propose that the unitholders of the Funds consider and approve the amendments to the Fund Management Project. The amendments are underlined while the other wordings of the Fund Management Project remain the same. 1. General Amendments to the Fund Management Project The Fund intends to increase its capital in order to invest in the additional real properties. For the success of this capital increase, it is necessary for the Fund to amend or revise certain terms and conditions of the Fund Management Project in to reflect the capital increase and the types of the additional real properties to be invested in by the Fund, or the current situation. These amendments are set out below. Clause 3.2 Details of Investment Policy (page 22) Existing Provisions Future Investment For future investments, the Management Company will concentrate on investments by way of acceptance of transfer of ownership and/or leasehold rights in commercial property or any other kind of real property. The Management Company will primarily concentrate on the investment in or acquisition of existing and future real properties which are department stores and/or retail properties in which Central Pattana Public Company Limited and/or the Related Persons have ownership and/or possession right. Amendments Future Investment For future investments, the Management Company will concentrate on investments by way of acceptance of transfer of ownership and/or leasehold rights in commercial property or any other kinds of real property. The Management Company will initially concentrate on the investment in or acquisition of existing and future real properties which are departmen t stores and/or retail properties and/or office buildings in which Central Pattana Public Company Limited and/or the Related Persons have ownership and/or possession right. Clause 9. Name, Address and Telephone Number of Auditor (page 30) Existing Provisions Name: Mr. Boonmee Ngotngamwong Address: Price Waterhouse Coopers ABAS Ltd. 15th Floor, Bangkok City Tower, No. 179/74-80, South Sathorn Road, Bangkok 10120 Tel. 0-2286-9999, 0-2344-1000 Amendments Name: Mr. Terdthong Thepmangkorn Address: KPMG Phoomchai Audit Limited 50th-51st Floors, Empire Tower, No. 195, South Sathorn Road, Bangkok 10120 Tel. 0-2677-2000 Clause 13.3 Power and Duties of the Investment Committee (page 33) Existing Provisions (1) To consider and decide on the investment, purchase, lease, let, disposal, transfer or acceptance of transfer of real properties or leasehold rights in real properties. Amendments (1) To consider and decide on the investment, purchase, lease, sublease, let, disposal, transfer or acceptance of transfer of real properties or leasehold rights in real properties, provided that it shall not contravene with the notifications of the Securities and Exchange Commission and the notifications of the Office of the Securities and Exchange Commission. Clause 15. Property Manager (page 35) Existing Provisions The term of office of the Property Manager under the Property Management Agreement shall be 10 years, and shall be automatically renewed if there is no change in the Property Manager. However, the Management Company may appoint additional property manager or replace the Property Manager when a unitholders meeting passes a unitholder's resolution with the vote of more than half of the total number of Investment Units sold of the Fund, pursuant to the terms and conditions under the Property Management Agreement; for instance, in the event the property manager fails to comply with the Property Management Agreement; or in the event the property manager is bankrupt pursuant to court order; or the property manager lacks of qualifications to performance duties as the property manager; or in the event the occupancy rate in shopping complexes falls below 50% for a consecutive period of more than 3 months; the Management Company may propose the unitholders meeting to consider and pass a resolution to terminate the Property Management Agreement and if the unitholders meeting passes a unitholder's resolution with the vote of more than half of the total number of Investment Units sold of the Fund to terminate the Property Management Agreement due to such event. Amendments The term of office of the Property Manager under the Property Management Agreement shall be 10 years, and shall be automatically renewed if there is no change in the Property Manager. However, the Management Company may appoint additional property manager or replace the Property Manager when a unitholders meeting passes a unitholder's resolution with the vote of more than half of the total number of Investment Units sold of the Fund, pursuant to the terms and conditions under the Property Management Agreement; for instance, in the event the property manager fails to comply with the Property Management Agreement; or in the event the property manager is bankrupt pursuant to court order; or the property manager lacks of qualifications to perform duties as the property manager; or in the event the occupancy rate in shopping complexes and office buildings falls below 50% for a consecutive period of more than 3 months; the Management Company may propose the unitholders meeting to consider and pass a resolution to terminate the Property Management Agreement and if the unitholders meeting passes a unitholder's resolution with the vote of more than half of the total number of Investment Units sold of the Fund to terminate the Property Management Agreement due to such event. Clause 19. Capital Increase and Capital Decrease of the Fund (page 44) Existing Provisions 19.3 Additional Conditions 19.3.1 In the case of the increase of capital the Fund, the Management Company may deem it appropriate to prescribe additional criteria for the increase of capital of the Fund according to any of the following bases: Case 1: Rights offering to the existing unitholders as at the date of closing the register and suspending transfer of Investment Units for the increase of capital of the Fund, for which the rights offering is the right to subscribe for Investment Units at their par value plus a selling fee (if any) or at the reference price as prescribed by the Management Company plus a selling fee (if any), as the case may be, within the period of right offering. The unitholders who are holders of such right may transfer the rights to another person within the period of the right offering by giving a written notification to the Management Company. If any holder of such right does not exercise the right upon the expiration of such period, the Management Company may offer to sell the capital-increase Investment Units to the public and general investors. Case 2: Offering of capital-increase Investment Units to the public and general investors (Public Offering) by fixing the selling price equal to the net asset value of the Fund as at the date designated by the Management Company plus a selling fee (if any) or at the reference price as prescribed by the Management Company plus a selling fee (if any), as the case may be. However, the Management Company reserves the right to amend such additional conditions as appropriate by giving prior written notification to the unitholders. Amendments 19.3 Additional Conditions 19.3.1 In the case of the capital increase of the Fund, the Management Company may deem it appropriate to prescribe additional criteria for the increase of capital of the Fund according to any one or several basis as follows: Case 1: Rights offering to the existing unitholders as at the date of closing the register and suspending transfer of Investment Units for the increase of capital of the Fund. Case 2: Allotment of Investment Units on a private placement basis or to institutional investors or specific investors. Case 3: Offering of additional Investment Units to the public and general investors (Public Offering) For the capital increase of the Fund pursuant to any one or more of the foregoing cases, the offering price may be determined according to the par value of the Investment Units plus a selling fee (if any) or at the reference price as prescribed by the Management Company plus a selling fee (if any), as the case may be. However, the Management Company reserves the right to amend such additional conditions as appropriate by giving prior written notification to the unitholders. Clause 22. Fees and Expenses Collected from Subscribers or Unitholders and the Fund (page 56) Existing Provisions 22.2 Fees and Expenses Collected from the Fund (5) Fee for underwriting of the Investment Units: not exceeding 3.0% of the underwritten value for the initial offering Amendments 22.2 Fees and Expenses Collected from the Fund (5) Fee for underwriting of the Investment Units: not exceeding 3.0% of the underwritten value for the initial offering and the subsequent offerings for the purpose of increasing the capital of the Fund. Clause 22.2 Fees and Expenses Collected from the Fund (7) Others (page 57) Existing Provisions (7.26) Meeting allowance for the Investment Committee as actually paid but not exceeding Baht 10,000 per member of the Investment Committee when a meeting is held or other rate as determined by the resolution of unitholders. Amendments (7.26) Meeting allowance for the Investment Committee as actually paid. In case of convening a meeting, the Management Company will consider paying meeting allowance only to committee members who have knowledge and expertise in real properties and committee members who are nominated by unitholders as follows: - not exceeding Baht 30,000 per member per meeting for committee members who have knowledge and expertise ] in real properties - not exceeding Baht 10,000 per member per meeting for committee members who are nominated by unitholders Committee members who are representative of the Management Company are not entitled to the meeting allowance. Nonetheless, the Management Company may consider paying meeting allowance at other rate as determined by the resolution of unitholders. Clause 27. Terms, Policy and Procedures for Paying Dividends to Unitholders (page 64) Existing Provisions 27.1 Dividend Payment Policy It is the policy of the Project to pay dividends to unitholders no more than 4 times a year. Amendments 27.1 Dividend Payment Policy It is the policy of the Project to pay dividends to unitholders no more than 4 times a year. However, the Management Company may consider making special distribution to unitholders in addition to the distribution of 4 times per year as the Management Company considers necessary and appropriate. Clause 32. Others (page 68) To Delete the Existing Provisions Market Maker The Management Company may appoint a securities company licensed to carry out the business of securities dealing or investment unit dealing to be a market maker for the Investment Units of the Fund to purchase or sell the Investment Units of the Fund for maintaining liquidity of the Investment Units of the Fund. The Management Company may appoint not less than 5 market makers while a company holding shares in the Management Company may represent not more than a half of all market makers. Amendments -None- 2.2 Amendment of the Fund Management Project in Specific Case The Management Company deems appropriate to implement additional measures in relation to the investment in Central Plaza Rama II Shopping Complex. Therefore, certain contents of the Investment Project of the Fund relating to the investment in Central Plaza Rama II Shopping Complex shall be amended as follows: Clause 3.2 Details of Investment Policy Existing Provisions Summary of Portfolio of Properties to be Invested in by the Fund (page 20) The Fund's investment in or possession of properties, which consist of leasehold, subleasehold and ownership rights in real properties and/or movable properties and/or rights and/or any other properties relating to or connected with those real properties, is the investment in or possession of properties held and/or owned by the Related Persons of Central Pattana Public Company Limited, the Property Manager of the Fund, before the date of the investment or possession by the Fund; Such Related Persons are namely: a) Central Pattana Rama II Co., Ltd., which is a holder of a leasehold right in the land and an owner of the shopping complex and public utility systems as well as facilities within the Central Rama II Shopping Complex; b) Central Pattana Rama III Co., Ltd., which is an owner of the land and the Central Rama III Shopping Complex; and c) Central Realty Service Rama III Co., Ltd., which is an owner of the public utility systems and facilities within the Central Rama III Shopping Complex. The investment in real properties by the Fund as described above will be in the form of investment in or possession of sublease rights and leasehold rights in real properties. Although the Fund will register the long-term leasehold rights in respect of its investment in such sublease rights and leasehold rights with competent authorities, there is a potential risk that the sublease agreements and/or lease agreements of those real properties could be terminated. In such event the Fund will lose the right to receive income therefrom and the rate of returns of unitholders will be eventually affected. In order to reduce such potential risk, the Fund has taken steps as follows: a) The Fund has sought the consent of and prescribed conditions in the sublease of land from the landowner under the lease agreement between Central Pattana Rama II Co., Ltd. and the landowner, and could procure protection against risks that may arise from the termination of such land lease agreement, by obtaining the consent from the landowner to become the party in the land lease agreement in place of Central Pattana Rama II Co., Ltd. Amendments Summary of Portfolio of Properties to be Invested in by the Fund (page 26) The Fund's investment in or possession of properties, which consist of leasehold, subleasehold and ownership rights in real properties and/or movable properties and/or rights and/or any other properties relating to or connected with those real properties, is the investment in or possession of properties held and/or owned by the Related Persons of Central Pattana Public Company Limited, the Property Manager of the Fund, before the date of the investment or possession by the Fund; Such Related Persons are namely: a) Central Pattana Rama II Co., Ltd., which is a holder of a leasehold right in the land and an owner of the shopping complex and public utility systems as well as facilities within the Central Rama II Shopping Complex; b) Central Pattana Rama III Co., Ltd., which is an owner of the land and the Central Rama III Shopping Complex; and c) Central Realty Service Rama III Co., Ltd., which is an owner of the public utility systems and facilities within the Central Rama III Shopping Complex. The investment in real properties by the Fund as described above will be in the form of investment in or possession of sublease rights and leasehold rights in real properties. Although the Fund will register the long-term leasehold rights in respect of its investment in such sublease rights and leasehold rights with competent authorities, there is a potential risk that the sublease agreements and/or lease agreements of those real properties could be terminated. In such event the Fund will lose the right to receive income therefrom and the rate of returns of unitholders will be eventually affected. In order to reduce such potential risk, the Fund has taken steps as follows: a) The Fund has sought the consent of and prescribed conditions in the sublease of land from the landowner under the lease agreement between Central Pattana Rama II Co., Ltd. and the landowner, and could procure protection against risks that may arise from the termination of such land lease agreement, by obtaining the consent from the landowner to become the party in the land lease agreement replacing Central Pattana Rama II Co., Ltd. As at the date of preparation of this additional information (31 October 2006) the Fund is yet to receive such consent from the landowner. As a result, the Fund agreed with Central Pattana Public Company Limited and Central Pattana Rama II Co., Ltd. to procure additional mechanisms until the Fund can get the consent from the landowner (the Fund and Central Pattana Public Company Limited and Central Pattana Rama II Co., Ltd. have agreed to complete process in a timely manner but no later than 28 February 2007. The mechanisms include: 1. Central Pattana Rama II Co., Ltd. grants consent to the Fund to make land rental payments for Central Rama II Co., Ltd. in case that Central Rama II Co., Ltd. does not make land rental payment to the landowner as prescribed in the land lease agreement. 2. Central Pattana Rama II Co., Ltd. will provide evidences of the land rental payment to the Fund every month. 3. Central Pattana Public Company Limited and/or Central Pattana Rama II Co., Ltd. will provide collateral acceptable to the Fund as security for the rental payment in 1 having the value equivalent to the rent that Central Pattana Rama II Co., Ltd. will have to pay the landowner for a period of 2 years. 4. Central Pattana Rama II Co., Ltd. will operate its business only within a necessary scope of operations in order to become a low risk company by amending the memorandum of association relating to its objectives to be in line with its necessary scope of operations. 5. Central Pattana Public Company Limited agreed to maintain certain financial ratios acceptable to the Fund, which will be the same ratios that Central Pattana Public Company Limited agreed with its financial creditors, being Debt to Equity (D/E) ratio and Debt Service Coverage Ratio (DSCR). If Central Pattana Public Company Limited cannot maintain the level of such ratios and cannot remedy them within 3 months, Central Pattana Rama II Co., Ltd. or Central Pattana Public Company Limited will provide cash collateral or pledge (more)