16 July 2009

(Translation) No. TT/IM 356/2009 16 July 2009 Re: Notification of Additional Resolutions of the Investment Committee in relation to the Unitholders' Meeting for consideration of the Capital Increase of CPN Retail Growth Leasehold Property Fund (CPNRF) To: The President The Stock Exchange of Thailand Enclosures: 1. Capital Increase Report 2. Information Memorandum on Connected Transaction and the Acquisition and Disposition of Assets On 10 July 2009, CPN Retail Growth Leasehold Property Fund (CPNRF) (the "Fund") by TMB Asset Management Company Limited (the "Management Company") has notified the resolutions of its Investment Committee pursuant to its letter No. TT/IM 351/2009 determining the closing date of the unitholders' register book to suspend the transfer of Investment Units for determining the right of unitholders to attend the unitholders' meeting on 24 July 2009 onwards until the meeting is adjourned, and determining the date on which a unitholders' meeting will be held on 11 August 2009. Furthermore, the Management Company, by such letter, has notified that the expected amount of the capital of the Fund to be increased, the number of additional Investment Units to be issued and offered for sale and the value of the Investment Units to be issued and offered for sale including the amount of which the Fund will be borrowed will be notified to the unitholders after the Investment Committee receives the valuation reports from the property valuers and passes the resolutions relating to such matter, as per the details previously informed. By this letter, the Management Company would like to notify the unitholders of the Fund that on 16 July 2009 the Investment Committee's Meeting has passed resolutions approving the reschedule of the closing date of the unitholders' register book for determining the right of unitholders to attend the unitholders' meeting from 24 July 2009 to 28 July 2009 onwards until the meeting is adjourned and reschedule of the date of a unitholders' meeting from 11 August 2009 to 17 August 2009 and approving the Fund to increase its capital in the amount not exceeding Baht 6,706,000,000, from the existing capital of Baht 10,915,000,000 to the new capital of not exceeding Baht 17,621,000,000, through the issuance and offer for sale of not exceeding 839,000,000 additional Investment Units at the unit value as to be determined by the Investment Committee. In this regard, the number of additional Investment Units to be issued and offered for sale shall not affect the accretion of dividend per unit which the Unitholders will receive after the additional investment of the FUND, to be lower than the accretion of dividend per unit which the Unitholders will receive from the initial investment in real properties of the FUND, based on the projection for year 2010. In addition, the final value of the Fund's capital increase and/or the final number of the additional Investment Units to be offered for sale at this time may be lower than the value of the Fund's capital increase and the number of additional Investment Units to be offered for sale as provided above. The price of the additional Investment Units offered for sale shall be determined by the Management Company which reflects a value of the real properties in which the Fund will invested and will be the price that acceptable to the owner of the real properties and by taken into accounts, 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; 1/5 the general market conditions; - indication of interest received from investors. - The price, 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 and loan (if any), 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 property valuers mentioned above in excess of 20 percent. The additional Investment Units allotted in the rights offering and those allotted to others investors shall be offered at the same price. The objectives of this capital increase are to use of the proceed received from the capital increase to invest in the additional real properties, being the Real Properties of CentralPlaza Pinklao Project and seek benefits therefrom with the aim to generate income and returns to the Fund and the unitholders, as the Management Company anticipates that these additional real properties investment will enhance the unitholders' opportunity to receive returns in form of increased dividend per unit. In addition, such investment will help decentralizing the Fund's particular source of income. In addition, the Fund Manager shall make the additional investment in these real properties at the price not higher than the lowest price obtained from the valuation report of the independence property valuers in excess of 20 percent. The valuation report of the property shall be conducted not exceeding 6 months before the investment is made. In this regards, after the Unitholders pass the resolution to approve the capital increase for making the additional investment of the Fund, it shall be deemed that the Unitholders' resolutions will be valid for the period of one year after the date that Unitholders' resolution has been passed. In addition, the Fund Manager shall be authorized to consider the additional investment including to determine the amount of capital to be increased, number and price of the additional Investment Unit which will be offered for sale, and/or the details of loan, provided that the price of the investment in such real property shall not exceed the price approved by the Unitholders of the Fund and such price shall not be higher than the lowest price obtained from the valuation report of the independence property valuers in excess of 20 percent. The Investment Committee entrusted the Fund Manager to have the power to take any action necessary and relevant to the capital increase and loan (if any) of the Fund in all respects, including to determine the terms and details, negotiate, agree, execute, deliver and/or amend any other relevant documents or evidence, appoint any substitute and to do any other acts to propose the matter to the unitholders' meeting for consideration. The Investment Committee resolved to propose to the unitholders to consider and approve that the Fund shall offer for sale of the additional Investment Units in 2 portions according to the details as set out below. 1st Portion: To allot not less than 50 percent of the total number of the additional Investment Units to be issued and offered for sale for the offering for sale to the existing unitholders whose names appear in the register of unitholders (Rights Offering). The ratio of such offering is calculated from the amount of the total number of the Investment Units issued and offered for sale before the capital increase of the Fund divided by the amount of the total number of the Investment Units to be issued and offered for sale in the First Portion at the unit price as to be fixed by the Investment Committee according to the method to be further specified. The existing unitholders may declare their intention to buy the new Investment Units according to their entitlement or more than their entitlement or less than their entitlement or waive their rights to subscribe for the new Investment Units offered for sale at this time. 2/5 In the case that the allotment ratio according to the entitlement of the existing unitholders results in any of the existing unitholders having the rights to subscribe for a fraction of an Investment Unit that cannot be allotted as a full Investment Unit, such fraction of the Investment Unit shall be rounded down to the nearest full number. The Management Company shall then combine the remaining Investment Units from such allotment with the Investment Units which are not subscribed for due to the existing unitholders have waived their rights or have not made a timely subscription or have not made a full subscription, or for any reason whatsoever, and offer them for sale by an allotment in the following orders: 1. In the event that there are a sufficient number of the remaining Investment Units under the Rights Offering portion to serve all unitholders wishing to subscribe for the additional Investment Units in excess of their rights, the remaining Investment Units shall be allotted to all of such unitholders whishing to subscribe for the additional Investment Units in excess of their rights pursuant to the number of Investment Units that each of such unitholders wishes to subscribe for; or 2. In the event that the remaining Investment Units under the Rights Offering portion are not sufficient to serve all unitholders wishing to subscribe for the additional Investment Units in excess of their rights, the remaining Investment Units will be allotted to each of unitholders wishing to subscribe for the additional Investment Units in excess of their rights on a pro rata basis to the number of Investment Units to be subscribed by each of the unitholders in excess of their rights. 3. In the event that there are remaining Investment Units under the Public Offering and/or Private Placement portion as specified in the Second Portion, the remaining Investment Units will be allotted to each of the existing unitholders wishing to subscribe for the additional Investment Units in excess of their rights, but have not been fully allotted. If there are Investment Units remaining from the offering for sale under 1 or 2 above, the Management Company reserves the right to offer and allot such remaining Investment Units to specific investors under private placement basis or to retail investors under Public Offering basis in the Second Portion according to the method as it deems appropriate. In this regard, the existing unitholders wishing to subscribe for the additional Investment Units in excess of their rights shall state their intention and pay for the subscription price of the excess Investment Units together with the subscription price of the Investment Units subscribed under the Rights Offering. Thus, Central Pattana Public Company Limited, the major unitholders of the Fund and the owner of the real properties which will be invested by the Fund, intended to maintain the unitholding ratio in the Fund. In this regard, such unitholding of Central Pattana Public Company Limited shall not cause Central Pattana Public Company Limited and person(s) of the same group to hold the Investment Units of the Fund in excess of one-third of the total number of the Investment Units issued and sold. The Investment Committee will determine the date of closure of the unitholders' register book and suspension of transfer of the Investment Units for the purpose of determining 3/5 the existing unitholders' entitlement to subscribe for the additional Investment Units issued and offered for sale after the Office of the Securities and Exchange Commission (the "Office of the SEC") approves the capital increase of the Fund as proposed. The existing unitholders will be entitled to the rights to subscribe for additional Investment Units after the office of the SEC approves the capital increase of the Fund. The Management Company will notify the SET of the date of closure of the unitholders' register book in due course. 2nd Portion: To allot not more than 50 percent of the total additional Investment Units to investors who are retail investors ("Public Offering") and/or specific investors ("Private Placement") who are qualified under the relevant notification of the Office of the SEC. The Management Company will allot the Investment Units under the private placement basis according to the demand to purchase the Investment Units of the investors, and will allot the Investment Units under the public offering basis according to small lots first method, at the unit price as to be determined by the Investment Committee. In the case that the demand to purchase the Investment Units of the subscribers under private placement basis is overwhelming that the Management Company is unable to make a full allotment to all of the subscribers according to their subscription amount, the Management Company reserves the right to allot the Investment Units to the subscribers under Private Placement basis according to the method as the Management Company deems appropriate. In the event that the remaining Investment Units under the Public Offering as specified in the Second Portion, the Management Company will allot the remaining Investment Units to the existing unitholders (Rights Offering) who subscribed for the additional Investment Units in excess of their rights, but have not been fully allotted in the First Portion. In any case, there shall not be any allotment made by the Management Company that will cause any subscriber or any same group of persons to be the unitholder holding the Investment Units of the Fund in excess of one-third of the total number of the Investment Units issued and sold. The Management Company shall file an application with the Stock Exchange of Thailand for its approval of the listing of the additional Investment Units of the Fund as listed securities within 30 days from the date of closing of the offer for sale of the Investment Units. The Investment Committee entrusted the Fund Manager to have the power to take any action necessary and relevant to the offer for sale of such additional Investment Units in all respects, including to determine the terms and details, negotiate, agree, execute, deliver and/or amend any other relevant documents or evidence, appoint any substitute and to do any other acts to propose the matter to the unitholders' meeting for consideration. The Investment Committee appointed Central Pattana Public Company Limited, which is the owner of the additional real properties to be invested by the Fund located in Central Plaza Pinklao Project and a major unihtolder of the Fund, to be the property manager of such additional real properties. 4/5 Please be informed accordingly. Yours faithfully, Phiphat Phisunuwongrak Authorized Signatory 5/5