03 July 2008

Information Memorandum on the Connected Transaction and the Acquisition and Disposition of Assets According to the meeting of the Investment Committee (the "Investment Committee") of CPN Retail Growth Property Fund (CPNRF) (the "Fund") managed by TMB Asset Management Company Limited (the "Management Company") No. 3/2551 and No. 4/2551 (whereby the Investment Committee members who have interests in making decision to enter into the transaction were precluded from attending the meeting and having the rights to vote at the meeting) held on 25 June 2008 and 2 July 2008, the Investment Committee resolved that the fund shall invest in additional real properties and resolved additionally on the capital increase size, number of additional Investment Units, and the pricing method for determining the price of the additional Investment Units with details as follows: 1. The Date of Entering into the Transaction - After the Fund has obtained the resolutions to enter into the transaction from the unitholders' meeting and received an approval from the Office of the Securities and Exchange Commission (the "Office of the SEC") on related issues, as well as offered for sale of the additional Investment Units, the transaction is expected to be completed by September 2008. 2. The Parties Involved and Its Relationship with the Fund 2.1 Central Pattana Public Company Limited, who is a major unitholder of the Fund and holds 33.33 percent of the total Investment Units as at 4 June 2008, is the property manager and has the same managements as those of the Fund, i.e. Mr. Kobchai Chirathivat as Chief Executive Officer and Mr. Naris Cheyklin as Senior Executive Vice President & Chief Financial Officer of Central Pattana Public Company Limited. These two managements are also members of the Investment Committee of the Fund. 2.2 Central Pattana Chiangmai Company Limited is a wholly-owned subsidiary of Central Pattana Public Company Limited (which holds shares at 99.99 percent). 3. The General Characteristics of the Transaction The Fund shall use the proceeds received from its capital increase to invest in the additional real properties by leasing and subleasing the real properties in the CentralPlaza Pinklao Project from Central Pattana Public Company Limited for the total value not exceeding Baht 6,446.76 million and by leasing the real properties in the CentralPlaza Chiangmai Airport Project from Central Pattana Chiangmai Company Limited for the total value not exceeding Baht 4,635.60 million. The final price of the real properties in which the Fund will invest will not be higher than the lowest price obtained from the valuation report of the independent property valuers in excess of 20 percent. The details of the real properties are as follows: 1 Details of the real properties in which the Fund will invest 3.1 CentralPlaza Pinklao Project The Fund will consider investing by (1) leasing certain parts of shopping complex and 2 office buildings (the whole buildings), including parking spaces (according to the proportion of the utilized areas of the shopping complex and the office buildings in which the Fund will invest), (2) leasing and/or receiving transfer of ownership of utilities systems and other assets relevant to CentralPlaza Pinklao Project, and (3) subleasing the land where the shopping complex, office buildings, parking spaces, as well as the surrounding road and the entrances and exits of CentralPlaza Pinklao Project are located, from Central Pattana Public Company Limited. The properties in which the Fund will invest in (1) - (3) are together called "Real Properties of CentralPlaza Pinklao Project". The Fund will consider investing in the Real Properties of CentralPlaza Pinklao Project for approximately 16 years at the total price not exceeding Baht 6,446.76 million.. 3.2 CentralPlaza Chiangmai Airport Project The Fund will consider investing by (1) leasing certain parts of shopping complex, including indoor and outdoor parking spaces (according to the proportion of the utilized areas of the shopping complex in which the Fund will invest), 2) leasing and/or receiving transfer of ownership of utilities systems and related assets relevant to CentralPlaza Chaingmai Airport Project, and (3) leasing the land where the shopping complex, parking spaces, as well as the surrounding road, the entrances and exits of CentralPlaza Chaingmai Airport Project are located, from Central Pattana Chiangmai Company Limited, which is a subsidiary of Central Pattana Public Company Limited (which holds shares at 99.99 percent). The properties in which the Fund will invest in (1) - (3) are together called "Real Properties of CentralPlaza Chiangmai Airport Project". The Fund will consider investing in the Real Properties of CentralPlaza Chiangmai Airport Project for approximately 40 years at the total price not exceeding Baht 4,635.60 million. 4. Size of the Transaction and the Total Value of Consideration - The transaction referenced in Section 3. is considered as a connected transaction under the Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and Act of Listed Companies Concerning the Connected Transactions, 2003, as amended. The aggregate value of the investment in additional properties is not exceeding Baht 11,082.36 million to be paid by cash and/or cheque and/or bank transfer in the amount not exceeding Baht 11,082.36 million. The final price of the real properties in which the Fund will invest will not be higher than the lowest price obtained from the valuation report of the independent property valuers in excess of 20 percent. The size of all transactions referenced in Section 3. is more than 3 percent of net tangible assets as at 31 March 2008, which equals to Baht 11,179.0 million. 2 - The transaction referenced in Section 3. is considered as an acquisition of assets under the Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Acquisition and Disposal of Assets, 2004, as amended. The aggregate size of the transaction is not exceeding Baht 11,082.36 million which is classified as Class 1 transaction, which has the value of the transaction more than 50 percent but less than 100 percent of the assets of the Fund as at 31 March 2008, which equals to Baht 11,775.8 million. 5. The Value of Assets Purchased or Disposed of - The appraisal values of CentralPlaza Pinklao Project conducted by CB Richard Ellis (Thailand) Company Limited. ("CBRE") as of 17 June 2008 and 15 Business Advisory Limited ("15BIZ") as of 1 June 2008, which are in the approved list of appraisal companies of the Office of the SEC by income approach method, are as follows: Approx. Appraised Value Gross Area (Baht million) in which the Fund will Buildings Floors invest CBRE 15BIZ (Square Meters) CentralPlaza Pinklao Shopping 7-storey 66,881 4,612.0 4,445.0 Complex with 1 basement (certain part) Central Tower A Pinklao 26-storey 32,174 651.2 681.0 Office Building (in whole) Central Tower B Pinklao 18-storey 18,479 276.1 309.0 Office Building (in whole) Parking Areas in those 10-storey 67,946 Buildings (with approx. 1,800 with 1 parking spaces) basement Total Gross Area 185,480 5,539.3 5,435.0 - The appraisal values of CentralPlaza Chiangmai Airport Project conducted by CB Richard Ellis (Thailand) Company Limited. ("CBRE") as of 17 June 2008 and 15 Business Advisory Limited ("15BIZ") as of 1 June 2008, which are in the approved list of appraisal companies of the Office of the SEC by income approach method, are as follows: 3 Approx. Appraised Value Gross Area (Baht million) in which the Fund will Buildings Floors invest CBRE 15BIZ (Square Meters) CentralPlaza Pinklao Shopping 6-storey 74,432 3,863.0 4,416.0 Complex (certain part) Parking Areas indoor and 6-storey 26,077 outdoor (with approx. 906 car plus parking spaces and approx. outdoor 1,000 motorcycle parking parking spaces) spaces Total Gross Area 100,509 3,863.0 4,416.0 6. Basis Used to Determine the Value of Consideration - For this capital increase, the Fund determined the offering price of the Investment Units by a bookbuilding process at a range of prices which will reflect the value of the real properties that is 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 Stock Exchange of Thailand (the "SET") during the period when the additional Investment Units are issued and offered for sale; - the value of the real properties provided by independent property valuers; - general market conditions; - indication of interests received from investors during the bookbuilding process. The price at which the Fund will be investing in the real properties will be determined by the proceeds which the Fund will receive from its capital increase, deducted by estimated expenses related to the capital increase and the additional investment in real properties. The price of the investment in these real properties will not be higher than the lowest price obtained from the valuation report of the independent property valuers in excess of 20 percent. 4 7. Expected Benefit of the Fund - Expect to increase the operating result of the Fund, which will enhance the unitholders' opportunity to receive higher returns in the form of increased dividend per unit and will also help diversify the Fund's source of income and enhance potential of the Fund. 8. Source of Fund for Investing in the Additional Real Properties - From the offering and sale of the additional Investment Units to the existing unitholders and the investors under the private placement basis and/or investors under the public offering basis in the amount not exceeding Baht 11,420 million. 9. Approval of the Connected Transaction and the Acquisition of Assets - The Investment Committee of the Fund comprises 5 committees as follows: 1) Mrs. Jotika Savanananda Committee 2) Mr. Kobchai Chirathivat Committee 3) Mr. Naris Cheyklin Committee 4) Mr. Satit Rundkasiri Committee 5) Mr. Sunthorn Ruckpanich Committee - Participation and voting in the meeting of the Investment Committee Mr. Kobchai Chirathivat and Mr. Naris Cheyklin, committees who have an interest in the Transaction, did not participate in and had no voting rights at the meeting. 10. Conditions of the Transaction - The transaction referenced in Section 3. must be approved by a unitholders' meeting by an affirmative vote of more than half of the total votes of the unitholders who have the rights to vote. In this regard, the Management Company, in calculating the total unitholders who have the rights to vote, will not include the votes of the unitholders who are owners, lessors, assignors of lease or grantors of right over the real properties from the investment or additional investments by the Fund pursuant to the relevant notifications of the Office of the SEC. - As at 4 June 2008, the unitholder who has interest in the transaction pursuant to the SET notification is as follows: Name Number of Units Investment Ratio (%) 1. Central Pattana Public 363,796,900 33.33 Company Limited 5 The name, number of units held by the unitholder(s) and investment ratio of the unitholder(s) may vary according to the list of unitholders as at 10 July 2008, which is the closing date of the unitholders' register to suspend the transfer of the Investment Units for determining the rights of unitholders to attend the unitholder's meeting No. 1/2551. 11. Opinion of the Investment Committee in the Transaction - The Investment Committee considered the investment in these additional real properties and is of the opinion that such real properties are interesting and appropriate and comply with the objective and strategy of the Fund to create growth by searching for opportunities to invest in additional real properties with the aim to generate income and returns to the unitholders. Two independent property valuers were contracted to appraise the additional real properties in which the Fund will invest for the consideration of the unitholders. In this regard, the Investment Committee is of the opinion that the value of the investment in the additional real properties will not be higher than the lowest price obtained from the valuation report of the independent property valuers in excess of 20 percent according to the notification of the Securities and Exchange Commission. Therefore, the Investment Committee resolves that the Transaction shall be proposed to the unitholders' meeting for approval. Yours faithfully, Phiphat Phisunuwongrak Authorized Signatory 6