20 January 2009

(Translation) No. TT/IM 025/2009 20 January 2009 Re: Notification of Resolutions of Unitholder regarding Investment Committee To: The President The Stock Exchange of Thailand As TMB Asset Management Company Limited (the "Management Company"), the management company of CPN Retail Growth Property Fund (CPNRF) (the "Fund"), proposed to unitholders to cast votes for amendment of the Fund Management Project in relation to the Investment Committee of the Fund by casting the votes in the ballots in order to obtain written resolution from the unitholders, the Management Company would like to inform the results as follows. 1. The amendments to the Fund Management Project in relation to the Investment Committee of the Fund 1.1 To amend the composition of the Investment Committee Approved with affirmative votes of 722,919,534 units from the total number of Investment Units sold of the Fund of 1,091,500,000 units or equivalent to 66.23 percent of the total number of Investment Units sold of the Fund (while there were unitholders who did not approve in the number of 28,053,100 units, abstained their votes in the number of 6,052,100 units, did not return votes in the number of 334,475,266 units or equivalent to 2.57 percent,0.55 percent, and 30.64 percent of the total number of Investment Units sold of the Fund respectively) that the Fund shall 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. 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 nitholder. 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. 1 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 replaces. 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. 2 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.Approved with affirmative votes of 728,764,834 units from the total number of Investment Units sold of the Fund of 1,091,500,000 units or equivalent to 66.77 percent of the total number of Investment Units sold of the Fund (while there were unitholders who did not approve in the number of 22,246,200 units, abstained their votes in the number of 6,013,700 units, did not return votes in the number of 334,475,266 units or equivalent to 2.04 percent, 0.55 percent, and 30.64 percent of the total number of Investment Units sold of the Fund respectively) that the Fund shall 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 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 respects, 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. 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 Approved with affirmative votes of 722,965,934 units from the total number of Investment Units sold of the Fund of 1,091,500,000 units or equivalent to 66.24 percent of the total number of Investment Units sold of the Fund (while there were unitholders who did not approve in the number of 13,188,200 units, abstained their votes in the number of 20,870,600 units, did not return votes in the number of 334,475,266 units or equivalent to 1.21 percent,1.91 percent, and 30.64 percent of the total number of Investment Units sold of the Fund respectively) that the Fund shall appoint the Investment Committee members as follows. (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. Please be informed accordingly. Yours faithfully, Thida Chotiyanont Authorized Signatory 4