04 August 2008
Additional Condition on Voting Caculation/Agenda No.5
No. TT/IM 278/2008
4 August 2008
Subject: Notification of the Investment Committee's resolution relating to
the unitholders' meeting to consider the capital increase of the
CPN Retail Growth Property Fund (CPNRF)
To: The President
The Stock Exchange of Thailand
The Investment Committee (the "Investment Committee") of the CPN
Retail Growth Property Fund (the "Fund") managed by TMB Asset Management Co.,
Ltd. (the "Management Company") has passed a resolution on 4 August 2008
regarding amendment to information stipulated under the notice to unitholders
dated 16 July 2008 to be in accordance with the amendment to the notification
of the Office of SEC and the notification of the SEC which related to the
management of the Fund as follows:
1. Condition regarding approval of the increase of the Fund's capital for
the investment in CentralPlaza Pinklao Project and CentralPlaza
Chiangmai Airport Project and the adjustment of the property
management fee to reflect the investment in additional real properties
The Management Company would like to inform the unitholders that the
Office of Securities and Exchange Commission (the "Office of the SEC")
has issued a notification of the Office of SEC No. Sor.Nor. 21/2551 Re:
Acts that may Create Conflict of Interest on Fund Management and
Protective Rules has stipulated the additional requirement considering
and approving the matter under the Agenda No.1 of the Notice to
unitholders dated 16 July 2008. Therefore, an approval of the increase
of the Fund's capital for the investment in CentralPlaza Pinklao
Project and CentralPlaza Chiangmai Airport Project and the adjustment
of the property management fee to reflect the investment in
additional real properties which previously require affirmative votes
of more than one half of the total votes of the unitholders who have
the right to vote, shall be revised to require affirmative votes of
more than one half of the total votes of the unitholders
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who have the right to vote and must be not less than three-fourths of the
total votes of the unitholder who attend the meeting and have the right
to vote, to be in line with the relevant notification of the Office of
the SEC.
2. Additional Agenda
According to the Notification of the SEC No. KorNor. 9/2551 re: Rules,
Conditions and Procedures for Establishment and Management of the Fund
(No.5), which amended the Notification of the SEC No. KorNor. 30/2547 re:
Rules, Conditions and Procedures for Establishment and Management of
Funds,stipulated that a management company may borrow funds for
management of a property fund. Therefore, the Investment Committee of
the Fund considers and deems appropriate to propose to the unitholders to
consider and approve an amendment to the Fund Management Project to
be in accordance with such amendment to the Notification of the SEC to
enable the Fund to borrow funds and the Management Company will propose
this matter to unitholders as Agenda No.5 of the unithloders' meeting
No. 1/2008 dated 19 August 2008.
The Investment Committee entrusted the Fund Manager to have power to take
any action necessary and relevant to the above matter in all respects,
including to determine the terms and details, and to negotiate, agree,
execute, deliver and/or amend any other relevant documents or evidence,
to appoint any substitute and to do other acts for proposing the matter
to the unitholders meeting for consideration.
3. New Proxy Form
The Management Company also prepared the new proxy form to be in line with
additional agenda above for circulation to the unitholders together with
the letter dated 4 August 2008 regarding the aforementioned matter.
Therefore, the unitholders, who would like to vote by proxy, should
appoint proxy by filling in the new proxy form attached with the letter
dated 4 August 2008. If the Management Company does not receive the new
executed proxy from the unitholders, the Management Company will take
the information stated in the proxy previously obtained from the
unitholders into its consideration.
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Should there be any conflict of information between both proxies
received by the Management Company, the Management Company will deem
that the new proxy is in force. In any other event, the Management
Company reserves its right to proceed as deemed appropriate.
Please be informed accordingly.
Yours faithfully,
Phiphat Phisunuwongrak
Authorized Signatory
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