05 สิงหาคม 2551

No. TT/IM 279/2008 5 August 2008 Subject: Summary of Agenda No. 5 and summary of all agendas of the unitholders' meeting of the CPN Retail Growth Property Fund (CPNRF) To: The President The Stock Exchange of Thailand As TMB Asset Management Co., Ltd. (the "Management Company") informed additional agenda as per letted No. TT/IM 279/2008 dated 4 August 2008, the Management Company would like to summarize Agenda No. 5 as follows: Agenda No.5 To consider and approve the amendment to the Fund Management Project to allow the Fund borrow funds The SEC has issued the Notification of the SEC No. KorNor. 9/2551 re:Rules, Conditions and Procedures for Establishment and Management of the Fund (No.5) dated 16 July 2008, which amended the Notification of the SEC No. KorNor. 30/2547 re: Rules, Conditions and Procedures for Establishment and Management of Funds, and stipulated that a management company may borrow funds for management of a property fund. Therefore, the Investment Committee deems it appropriate to propose the unitholders of the Fund to consider and approve the amendment to the Fund Management Project to be in line with the amendment to the Notification of the SEC in order to enable the Fund to borrow funds as follows: "For management of a property fund, the Fund may borrow funds, whether there is a provision of collateral as security or not, and such borrowing shall be subject to the following criteria: (1) The borrowing shall be made for the following purposes: 1 (a) to renovate the Fund's immovable properties or the immovable properties on which the Fund has the leasehold right, in order to maintain its good condition and ready for seeking benefit; (b) to modify or construct additional building over the land owned by the Fund or the land on which the Fund has the leasehold right, in order to benefit the Fund's benefit seeking activities; (c) to invest in additional immovable property or leasehold right; In addition, the Fund may borrow funds to be utilized for the purpose as approved by the Office of the SEC and/or the SEC and/or according to the notification of the Office of the SEC and/or the SEC. (2) Such funds borrowing shall be carried out by taking the benefit of unitholders into account. The Management Company shall also consider the remaining lease term under the lease agreement if the funds from the borrowing will be used for renovation of the immovable property on which the Fund has the leasehold right under Clause (1)(a) or for modification or construction of additional building over the land on which the Fund has the leasehold right under Clause (1)(b); and (3) The borrowing amount shall not exceed 10 percent of the net asset value of the Fund. In the event that the borrowing amount subsequently exceeds such borrowing ratio, but it is not due to any additional borrowing, the Management Company may continue maintaining such borrowing ratio. However, the Fund shall not make any additional borrowing unless the borrowing ratio decreases to be lower than 10 percent of the net asset value 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 amended notification of the Office of the SEC as proposed in all respect,and is authorized to carry out the following activities: 2 1) To amend the wording or contents in the Fund Management Project as necessary and relevant for the benefit of borrowing funds by the Fund,insofar as they are not contradictory to or in conflict with the resolution of the unitholders' meeting and/or as instructed or recommended by the Office of the 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 carrying out activities provided in 1) above to their accomplishment. Opinion of the Management Company: The unitholders should consider and approve the amendment to the Fund Management Project for flexibility and efficiency in management of the Fund.After obtaining an approval from the unitholders, the Management Company will proceed with the amendments to the relevant section of the Fund Management Project accordingly. Therefore, all agendas of the Unitholders' Meeting to be on 19 August 2008 at 9.00 hours at the Auditorium, 7th Floor, TMB Bank Public Company Limited, Head Office, 3000 Phahonyothin Road, Khet Chatuchak, Bangkok are as follows: Agenda No. 1 To consider and approve 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 Agenda No. 2 To consider and approve the increase of the Fund's capital by an amount up to Baht 11,420.00 million through the issuance and offer for sale of additional Investment Units up to 1,270,000,000 and the pricing method for determining the price of the Investment Units to be offered for sale 3 Agenda No. 3 To consider and approve the allotment of the additional Investment Units and listing of the new Investment Units on the Stock Exchange of Thailand Agenda No. 4 To consider and approve the amendments to the Fund Management Project and to acknowledge the amendments to the Fund Management Project Agenda No.5 To consider and approve the amendment to the Fund Management Project to allow the Fund borrow funds Agenda No.6 Other business (if any) Please be informed accordingly. Yours faithfully, Phiphat Phisunuwongrak Authorized Signatory 4