24 November 2008

(Translation) No. Thor.Thor. / Jor.Thor. 512/2008 24 November 2008 Re: Notification in relation to Obtaining Resolutions of Unitholder in connection with the Amendment to the Fund Management Project of CPN Retail Growth Property Fund (CPNRF). To: The President The Stock Exchange of Thailand As CPN Retail Growth Property Fund (CPNRF) (the "Fund") by TMB Asset Management Company Limited (the "Management Company") notified the closing date of the unitholders' register book to suspend the transfer of investment units for determining the right of unitholders to pass resolutions in connection with the amendments to the Fund Management Project and the right to receive dividend on 1 December 2008, the Management Company would like to inform further details of the amendment to the Fund Management Project as follows. The Management Company deems appropriate to amend the Fund Management Project in relation to the Investment Committee of the Fund to be in line with the amendments to the relevant notifications of the Office of the Securities and Exchange Commission (the "SEC") and the current operation of the Fund. In order to do so, the Management Company must seek approval from unitholders. Therefore, for the convenience of the unitholders, the Management Company deems appropriate to arrange to obtain resolutions of the unitholders by circulating written resolution to the unitholders and to ask the unitholders to pass written resolutions pursuant to the circular resolution letter by 15 January 2009 for unitholders' consideration as follows: 1. The amendments to the Fund Management Project in relation to the Investment Committee of the Fund as follows: As the Management Company considered that in order to manage the Fund to be in line with the provisions of the Fund Management Project and the relevant amended notification of the SEC, and to increase flexibility and appropriateness for managing the Fund efficiently, the Management Company deems appropriate to amend the Fund Management Project in relation to the Investment Committee of the Fund as follows. 1.1 To amend the composition of the Investment Committee To amend the Fund Management Project in relation to the Investment Committee from current provision as specified in Clause 13.1 Composition and other related provisions specified in the Fund Management Project in order to increase efficiency in managing the Fund and to comply with the relevant amended notification of the SEC as follows. 1 Current wording 13.1 Composition The Investment Committee shall comprise at least 5 committee members as follows: 1. At least one committee member appointed by the Management Company in the name of the Fund, as a representative of the Management Company. 2. Not exceeding two committee members appointed by the Management Company from persons who have knowledge and expertise in real properties. 3. Not exceeding two committee members appointed by the Management Company from candidates, who have qualifications specified by the Management Company, nominated by a unitholder. The members of the Investment Committee shall have the duties and qualifications and possess no prohibited characteristics as prescribed by the Securities Law and/or any other relevant laws and shall be entitled to receive meeting allowance as specified in the Project. Each member of the Investment Committee shall hold office for a term of 3 years. A committee member who performs duties until expiry of his term of office may be re-appointed. If there is any vacancy in the Investment Committee for any reason, the Management Company shall be entitled to appoint a new committee member to fill up such vacancy in accordance with the rules prescribed above. A newly appointed committee member shall hold office for the remaining term of the member whom he replace Amended wording 13.1 Composition The Investment Committee shall comprise members as follows: 1. At least one committee member appointed by the Management Company in the name of the Fund, as a representative of the Management Company, who is an employee of the Management Company and approved by the SEC to be property fund manager 2. One committee member appointed by the Management Company from candidates, who have qualifications specified by the Management Company, nominated by a unitholder holding at least 20% of the total issued investment units of the Fund and being the property manager of the Fund. The members of the Investment Committee shall comprise of representatives from the Management Company approved by the SEC to be property fund manager not less than half of the total number of committee members, and the members of the Investment Committee shall have the duties and qualifications and possess no prohibited characteristics as prescribed by the Securities Law and/or any other relevant laws and shall be entitled to receive meeting allowance as specified in the Project. Each member of the Investment Committee shall hold office for a term of 3 years. A committee member who performs duties until expiry of his term of office may be re-appointed. If there is any vacancy in the Investment Committee for any reason, which make the composition of the Investment Committee members not fulfilled as specified in the first paragraph, the Management Company shall be entitled to appoint a new committee member to fill up such vacancy in accordance with the rules prescribed above.A newly appointed committee member shall hold office for the remaining term of the member whom he replaces. In case that (a) a committee member holds office for a term of 3 years; or (b) there is a removal of a committee member, the Management Company shall arrange to hold a unitholders' meeting, which shall be passed by a majority vote based on the number of Investment Units help by the unitholders attending the meeting, or a resolution shall be sought by a notice to the unitholders, which resolution shall be passed by the majority vote of the unitholders based on the total number of Investment Units sold of the Fund. Nevertheless, the Management Company reserves the right to remove any committee member appointed by the Management Company without holding unitholders' meeting or seeking resolution from unitholders. In case that the term of the Investment Committee ends or the Investment Committee is unable to perform its duties for any reason, the Management Company shall perform such duties until the new Investment Committee is appointed. 1.2 The Amendment to Clause 29.3 of the Fund Management Project in relation to Additional Conditions in case of Arrangement of Unitholders' Meeting and the Amendment to other relevant provisions of the Fund Management Project. To increase flexibility and efficiency in managing the Fund and reduce expenses of the Fund, the Management Company propose to amend 29.3 Additional Conditions in Case of Arrangement of the Unitholders' Meeting in the Fund Management Project from: "1. Appointment or dismissal of a fund manager or appointment or dismissal of the Investment Committee shall require a unitholders' resolution which shall be passed by a majority vote based on the number of Investment Units held by the unitholders attending the meeting, or a resolution shall be sought by a notice to the unitholders, which resolution shall be passed by the majority vote of the unitholders based on the total number of Investment Units sold of the Fund." amending to: "1. Appointment or dismissal of the Management Company shall require a unitholders' resolution which shall be passed by a majority vote based on the total number of Investment Units sold of the Fund, or a resolution shall be sought by a notice to the unitholders, which resolution shall be 3 passed by the majority vote of the unitholders based on the total number of Investment Units sold of the Fund." The unitholders will be asked to grant approval so that the Management Company can proceed with the amendment to the Fund Management Project to be in line with the amendment of the composition of the Investment Committee members, as proposed in all repects, and to authorize the following authority: 1) To amend the wording or contents in the Fund Management Project as necessary and relevant for the amendment of the composition of the Investment Committee members, insofar as they are not contradictory to or in conflict with the resolutions of the unitholders and/or as instructed or recommended by the Office of SEC and/or the Stock Exchange of Thailand and/or any other competent authorities and to contact the Office of SEC, the Stock Exchange of Thailand, government authorities or agencies, and any other persons for such amendment. 2) To proceed with any other acts as necessary or relevant to the above for accomplishment, including to appoint and/or remove any substitute for the acts provided in 1) above for their accomplishment. 2. Appointment of the Investment Committee Members As the Fund Management Project specifies that the term of the Investment Committee is 3 years, and the current Investment Committee has completed such term, the Management Company deems appropriate to propose the following persons for unitholders to consider approval of the appointment as the Investment Committee members: (1) Ms. Jotika Savanananda Committee member appointed by the Management Company in the name of the Fund, as a representative of the Management Company, who approved by the SEC to be property fund manager (2) Mr. Naris Cheyklin Committee member appointed by the Management Company from candidates, nominated by a unitholder. In this regard, the Management Company will propose unitholders to pass their resolutions in the ballots which will be delivered to the unitholders together with the circular resolution letter in order to obtain written resolutions from the unitholders. After the unitholders pass their resolutions in the ballots, the Management Company will ask the unitholders to return the ballots to the Management Company by 15 January 2009. Please be informed accordingly. Yours faithfully, Kampol Jantavibool Authorized Signatory 4