20 สิงหาคม 2551

(Translation) No. TT/IM 323/2008 19 August 2008 Re: Notification of Resolutions of Unitholder Meeting No. 1/2008 To: The President The Stock Exchange of Thailand The unitholder meeting of CPN Retail Growth Property Fund (CPNRF) (the "Fund") No.1/2008, held on 19 August 2008 at 9.00 a.m. at the Auditorium, TMB Bank Public Company Limited,Head Office, 3000 Phahonyothin Road, Chatuchak, Bangkok, having total number of unitholders attending in person or by proxy 257 persons holding altogether 825,232,017 units, equivalent to 75.61 percent of total units (1,091,500,000 units), has passed certain material resolutions, which can be summarized as follows: 1. Approved with affirmative votes of 460,731,117 units from the total Investment units of unitholders who have the right to vote of 727,703,100 units or equivalent to 63.31 percent of the total Investment units of unitholders who have the right to vote (727,703,100 votes) and equivalent to 99.85 percent of the total Investment units of unitholders attending the meeting and having the right to vote (461,435,117 units) (while there were unitholders who did not approve or abstain their votes in the number of 704,000 units or equivalent to 0.10 percent of the total Investment units of unitholders who have the right to vote or equivalent to 0.15 percent of the total Investment units of unitholders attending the meeting and having the right to vote. For voting of this agenda, the Management Company did not count Investment units held by Central Pattana Public Company Limited which is a related party, holding 363,796,900 units, equivalent to 33.33 percent of total number of Investment units sold.) that the Fund shall (1) invest in additional real properties consisting of (a) the land and buildings owned by Central Pattana Public Company Limited, being certain parts of shopping complex and 2 office buildings in the Central Plaza Pinklao Project, including parking spaces, the utilities systems in relation to the shopping complex and the office buildings, the surrounding road and the entrance and exit of the Central Plaza Pinklao Project, by leasing and subleasing real properties for a period of approximately 16 years at a total price not exceeding Baht 6,446.76 million, and (b) the land and buildings owned by Central Pattana Chiangmai Company Limited, which is a subsidiary of Central Pattana Public Company Limited (which holds shares at 99.99 percent), being certain parts of shopping complex in the CentralPlaza Chiangmai Airport Project, including indoor and outdoor parking spaces, the utilities systems in relation to the project, the surrounding road and the entrance and exit of the CentralPlaza Chiangmai Airport Project, by leasing and subleasing real properties for a period of approximately 40 years at a total price not exceeding Baht 4,635.60 million ("New Properties"). The price that the Fund will invest in the Real Properties of CentralPlaza Pinklao Project and the Real Properties of CentralPlaza Chiangmai Airport Project will be determined from the proceeds of the capital increase of the Fund to be received from the issue and offer for sale of the new Investment Units as proposed herein as per the details in Clause 2 below. The price of the investment in the New Properties will not exceed 120 percent of the lowest price obtained from the appraisal reports. Moreover, (2) approve the adjustment of the property management fee to be collected from the Fund to reflect the additional investment in the real properties for commercial office use as proposed by the property manager of the Fund. In addition, the Management Company shall be empowered to take the following actions: 1) To determine the details of the additional properties and appropriate price to be additionally invested by the Fund. 2) To negotiate, prepare, execute, deliver and/or amend the agreements or commitments evidencing the right to purchase or lease the real properties, the lease agreements and/or sublease agreements of the real properties and/or any relevant contracts and/or documents after receiving an approval from the Office of the Securities and Exchange Commission ("Office of the SEC") to increase the capital of the Fund and to contact the Office of the SEC, the Stock Exchange of Thailand, the government authorities or agencies, or any persons for the said purposes. 3) To do any acts which are necessary and relevant to the adjustment of the fee to be collected from the Fund in all respects and to specify terms and details, to negotiate,agree, execute, deliver and amend the documents relating thereto, to appoint any substitutes and to do any other acts as proposed in all respects for their accomplishment. 4) To do any other acts which are necessary or relevant to accomplish the foregoing acts in all respects and to appoint and/or remove any substitutes for the acts under Sections 1 to 3 above. 2. Approved with affirmative votes of 863,703,017 units from the total number of Investment Units sold of the Fund of 1,091,500,000 units or equivalent to 79.13 percent of the total number of Investment Units sold of the Fund (while there were unitholders who did not approve or abstain their votes in the number of 705,000 votes or equivalent to 0.06 percent of the total number of Investment Units sold of the Fund) that the Fund shall increase its capital by an amount up to Baht 11,420.00 million from the existing amount of Baht 10,915.00 million to a new amount of up to Baht 22,335.00 million through the issue and offer for sale of up to 1,270,000,000 additional Investment Units at the unit value to be determined by the Investment Committee. In this regard, the number of the new Investment Units to be issued and offered for sale shall not result in the forecast distribution per unit which the Unitholders are anticipated to receive after the new investment of the Fund, to be lower than the forecast distribution per unit which the Unitholders will receive from the initial investment in real properties of the Fund, based on the forecast for the period of 3 months commencing on 1 October 2008 and ending on 31 December 2008 and the projection for year 2009. 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 as proposed herein 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 pricing method for determining the price of the new Investment Units offered for sale as proposed herein shall be a bookbuilding process at a range of prices which reflect the value of the real properties in which the Fund will invest and will be the price that is acceptable to the owner of the real properties. The final price of the additional Investment Units offered for sale of this time, which shall fall within the price range, will be fixed taking into accounts, among other things, the following factors: - the prevailing market price of the Fund's Investment Units on the Stock Exchange of Thailand during the period when the additional Investment Units are issued and offered for sale; - the value of the real properties provided by two independent appraisers; - general market conditions; and - indication of interests received from investors during thebookbuilding process. The new Investment Units allotted in the rights offering and those allotted to others investors shall be offered at the same price. In addition, the pricing method for determining the price of the additional Investment Units will determine the net proceeds that the Fund will receive from this capital increase and will be a factor for determining the value of the real properties to be invested by the Fund as well. The price at which the Fund will be investing in the real properties, will be determined 2 by the proceeds which the Fund will receive from its capital increase, deducted by the estimated expenses relating to the capital increase and the additional investment in real properties. The price of the investment in these real properties will not exceed 120 per cent of the aggregate of the lowest price obtained from the valuation report of the independent appraisers. In addition, the Management Company shall be empowered to take the following actions: 1) To determine the net increased capital, the number and the price of the additional Investment Units to be issued and offered for sale in accordance with the methods approved by the unitholders. 2) To do any other acts which are necessary or relevant to accomplish the foregoing acts in all respects and to appoint and/or remove any substitutes for accomplishment of the acts above. 3. Approved with affirmative votes of 863,708,017 units from the total number of Investment Units sold of the Fund of 1,091,500,000 units or equivalent to 79.13 percent of the total number of Investment Units sold of the Fund (while there were unitholders who did not approve or abstain their votes in the number of 705,000 votes or equivalent to 0.06 percent of the total number of Investment Units sold of the Fund) that the Fund shall offer for sale the additional Investment Units in two portions according to the details as set out below. 1st Portion: To allot not less than 50 per cent of the total number of the Investment Units to be issued and offered for sale to the existing unitholders whose names appear in the register of unitholders (Rights Offering). The proportion for such offering will be calculated from the amount of the total number of the issued and sold Investment Units before the capital increase of the Fund divided by the total number of the Investment Units to be issued and offered for sale as the 1st Portion at the unit price to be fixed by the Investment Committee according to the method to be further determined. The existing unitholders may declare their intention to buy the new Investment Units according to their entitlement, more than their entitlement, or less than their entitlement or not to exercise their rights to subscribe for the new Investment Units offered for sale as proposed herein. In the event that the allotment proportion relating to the entitlement of the existing unitholders results in any of the existing unitholders being entitled 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 whole unit. The Management Company shall then combine the unsubscribed Investment Units from such allotment with the Investment Units which are not subscribed for due to the existing unitholders have not exercised 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 order: 1 In the event that there are sufficient unsubscribed Investment Units under the Rights Offering portion to serve all existing unitholders wishing to subscribe for the new Investment Units in excess of their rights, the unsubscribed Investment Units shall be allotted to all of such unitholders wishing to subscribe for the new Investment Units in excess of their rights pursuant to the number of Investment Units that each unitholder wishes to subscribe for; or 2 In the event that the unsubscribed Investment Units under the Rights Offering portion are not sufficient to serve all existing unitholders wishing to subscribe for the new Investment Units in excess of their rights, the unsubscribed Investment Units will be 3 allotted to each unitholder wishing to subscribe for the new Investment Units in excess of their rights on a pro rata basis to the number of Investment Units to be subscribed for by each of such unitholders exercising in excess of their rights. 3 In the event that there are unsubscribed Investment Units under the Public Offering portion as specified in the 2nd Portion, such unsubscribed Investment Units will be allotted to each existing unitholder wishing to subscribe for the new Investment Units in excess of their rights, who has not been fully allotted. If there are unsubscribed Investment Units after the offering for sale under Sections 1 or 2 above, the Management Company is authorised to offer and allot such unsubscribed Investment Units to specific investors on a private placement basis or to retail investors on a Public Offering basis in the 2nd Portion according to the method as it deems appropriate. Central Pattana Public Company Limited, the major unitholder of the Fund and the owner of the real properties which will be invested by the Fund, intends to maintain its unitholding position 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 of persons to hold the Investment Units of the Fund exceeding one-third of the total number of the Investment Units issued and sold. In this regard, existing unitholders wishing to subscribe for 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 for under the Rights Offering. The date of closure of the unitholders' register book and suspension of transfer of the Investment Units for the purpose of determining the existing unitholders' entitlement to subscribe for the new Investment Units to be issued and offered for sale will be the date after 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 the new Investment Units after the office of the SEC approves the capital increase of the Fund. The Management Company will notify the Stock Exchange of Thailand of the date of closure of the unitholders' register book in due course. 2nd Portion: To allot not more than 50 per cent of the total new Investment Units on a private placement basis (Private Placement) to investors who are (i) institutional investors and/or (ii) specific investors who are not existing unitholders of the Fund under the relevant notification of the Office of the SEC and are not connected to the owner of the real properties under the relevant notification of the Board of Governors of the Stock Exchange of Thailand and/or (iii) to retail investors (Public Offering). The Management Company will allot the Investment Units on such private placement basis according to the demand to purchase the Investment Units from the institutional investors or specific investors, and will allot the Investment Units on such public offering basis according to small lots first method, at the unit price determined by the Investment Committee. In the case that the demand to purchase the Investment Units by the subscribers under private placement basis exceeds the number of the Investment Units eligible for the private placement so that the Management Company is unable to make a full allotment to all subscribers according to their subscription amount, the Management Company reserves the right to allot the Investment Units to the subscribers on a private placement basis according to any method that the Management Company deems appropriate. 4 In the event that there are unsubscribed Investment Units under the Public Offering as specified in the 2nd Portion, the Management Company will allot such unsubscribed Investment Units to the existing unitholders (Rights Offering) who subscribed for the new Investment Units in excess of their rights, but have not been fully allotted in the 1st Portion. In any event, the allotment of the Investment Units by the Management Company as described above shall not cause any subscriber or any same group of persons to hold the Investment Units of the Fund more than one-third of the total number of the issued and sold Investment Units of the Fund. The Management Company shall file an application with the Stock Exchange of Thailand for its approval of the listing of the new 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. In addition, the Management Company shall be empowered to take the following actions: 1) To determine the subscription date, subscription method and subscription payment after obtaining an approval from the Office of the SEC, including the number and allotment method of the new Investment Units to be issued and offered for sale as proposed in all respects. 2) To fix the date of closure of the register and suspension of transfer of the Investment Units for the purpose of determining the right of the existing unitholders to subscribe for the new Investment Units to be issued and offered for sale (Right Offering) after the Office of the SEC approves this capital increase of the Fund. 3) To exercise its discretion in the allotment of the new Investment Units to be issued and offered for sale on a private placement basis to investors who are (i) institutional investors and/or (ii) specific investors who are not the existing unitholders of the Fund under the relevant notification of the Office of the SEC and are not connected to the owner of the real properties under the relevant notification of the Board of Governors of the Stock Exchange of Thailand and/or (iii) to retail investors (Public Offering) in the 2nd Portion. 4) To fix the offering period of the sale of the new Investment Units to be issued and offered for sale and to file an application with the Stock Exchange of Thailand for its approval of the listing of the new Investment Units of the Fund as listed securities on the Stock Exchange of Thailand. 5) To do any other acts which are necessary or relevant to accomplish the foregoing acts in all respects and to appoint and/or remove any substitutes for accomplishment of the acts above. 4. Approved with affirmative votes of 863,858,017 units from the total number of Investment Units sold of the Fund of 1,091,500,000 units or equivalent to 79.14 percent of the total number of Investment Units sold of the Fund (while there were unitholders who did not approve or abstain their votes in the number of 555,000 votes or equivalent to 0.05 percent of the total number of Investment Units sold of the Fund) the amendment to the Fund Management Project in relation to the following matters: 4.1 to align the Fund Management Project with the capital increase and investment in additional real properties as stated in Agenda No.1. Such amendments include the amount of Fund's capital, property management fees and type of properties invested by the Fund and to be in line with this issue and offer for sale of the new Investment Units and the use of proceeds from the issue and offer for sale of the new Investment Units to invest in the additional real properties and/or other related properties. Furthermore, in order to increase efficiency in facilitating the unitholders relating to any arrangement with the Investment Units, e.g., transfers of Investment Units, to deposit of Investment Units into Scripless system, the Management 5 Company deems appropriate to cancel the documents of right in Investment Units in the form of Passbook evidencing the right in Investment Units. In this regard, the Management Company will later notify the unitholders who hold the Passbook evidencing the right in Investment Units to change the documents of right in Investment Units from Passbook evidencing the right in Investment Units to be the Investment Unit certificates or deposit the Investment Units into the Scripless system. The Management Company will be responsible for any expenses incurred from such arrangement. Thus, the Management Company will make any amendment to the Fund Management Project relating to the aforementioned cancellation the documents of right in Investment Units in the form of Passbook evidencing the right in Investment Units accordingly. The amendments to the Fund Management Project for the aforementioned matter can be summarized as follows: 1. Amount of Project's Capital; Par Value; Number; Type; Offering Price of Investment Units Offered for Sale and Minimum Subscription Value To amend the Project's capital,including amending the number of Investment Units, the offering price and minimum subscription value to be in line with the Project's capital, which will be increased as proposed herein. 2. Details of Investment Policy To add information and other details relating to the additional real properties to be invested in by the Fund, using of the proceeds from the issue and offer for sale of the new Investment Units as proposed herein, e.g. specifying details of the Real Properties of CentralPlaza Pinklao Project and the Real Properties of CentralPlaza Chiangmai Airport Project, including others related properties. 3. Additional Information Relating to the Real Properties to be Invested by the Fund To amend and/or update information relating to the additional real properties to be invested in by the Fund as proposed herein, such as real property industry overview, information about the property manager, property management fees, achievement factors of the Fund, and risk factors. (more)