16 กรกฎาคม 2552

(F53-4) (Translation) Capital Increase Report Form CPN Retail Growth Leasehold Property Fund (CPNRF) 16 July 2009 We, TMB Asset Management Co., Ltd. (the "Management Company") the management companyof CPN Retail Growth Leasehold Property Fund (CPNRF) (the "FUND"), hereby report the purpose of the capital increase and the allotment of newly issued Investment Units of the FUND as follows: Capital Increase: The Management Company plans for the capital increase of the FUND for an additional value of 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, by issuing and offering for sale of the new Investment Units in the number of not exceeding 839,000,000 units at the value as to be determined by the Investment Committee. 2. Allotment of new Investment Units: The Management Company expects to allot the new Investment Units in the number of not exceeding 839,000,000 units at the value of the Investment Units to be offered for sale to 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 two independent property valuers; - 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 independence 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. 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, details of which are as follows: 2.1 Allotment details of the new Investment Units The Management Company expects to allot the additional Investment Units in the number of not exceeding 839,000,000 units in 2 portions as follows: 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 1/4 (F53-4) 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. 2nd Portion: To allot not more than 50 percent of the total additional Investment Units to the retail investors ("Public Offering") and/or to specific investors ("Private Placement") who are qualified under the relevant notification of the Office of the SEC . Number of Price Subscription Investment Ratio Allotted to per unit and payment Notes Units (old: new) (Baht) period (units) Not less than 1st Portion: To allot to To be To be To be The approval 50 percent of the existing determined determined determined from the total unitholders whose later and unitholders' Remark (2) additional names appear in the meeting shall after obtaining Investment register of unitholders be obtained. the approval Units (Rights Offering). from the Office Remark (3), Remark (1) of Securities (4) and Exchange Commission Portion 2: To allot to Not more - To be To be The approval the retail investors determined determined from than 50 ("Public Offering") later and unitholders' Remark (2) percent of and/or to specific meeting shall after obtaining the total investors ("Private be obtained. the approval Placement") who are additional from the Office Remark (4) qualified under the Investment of Securities relevant notification and Exchange Units of the Office of the Commission SEC. Remark (1) Remarks: (1) 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. (2) The value of the Investment Units to be offered for sale to be determined by the Management Companywhich 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; - the general market conditions; - indication of interest received from investors. 2/4 (F53-4) 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 independence property valuers mentioned above in excess of 20 percent. (3) The date of the closing of the unitholders register book to suspend transfer of Investment Units for determine the right to subscribe of new issues Investment Units will be determined later after obtaining the approval from the unitholders' meeting to increase the capital of the Fund. (4) Should there be any additional Investment Units remaining from the Public Offering and/or Private Placement in 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 and in the case that there are Investment Units remaining from the offering for sale under the First Portion, the Management Company reserves the right to offer and allot such remaining Investment Units to retail investors under Public Offering or specific investors under Private Placement in the Second Portion according to the method as it deems appropriate. 2.2 Plan in case where there is a faction of Investment Units remaining 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 to the existing unitholders who wishing to subscribe for the additional Investment Units in excess of their rights. If there are Investment Units remaining, 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. 3. Schedule for unitholders' meeting to approve or for obtaining resolutions of unitholders for the capital increase/allotment The Management Company considers conducting a unitholders' meeting on 17 August 2009. The investment unit register will be closed to suspend the transfer of Investment Units from 28 July 2009, onwards until the meeting is adjourned. 4. Approval of the capital increase/investment unit allotment by relevant governmental agency and conditions thereto (if any) After obtaining the approval from the unitholders' meeting for the capital increase of the Fund for investing in additional assets, the Management Company will seek approval of the Office of the SEC on the capital increase of the Fund. 5. Objectives of the capital increase and use of proceeds received from the capital increase 3/4 (F53-4) To purchase or invest in additional assets and to procure benefits therefrom to generate income and returns to the Fund and the unitholders and to carry out the objectives for the establishment of the Fund. 6. Benefits which the Fund will receive from the capital increase/Investment Units allotment: To enable the Fund to invest in new real properties which will result in the Fund being able to generate more income from such assets and the unitholders will have opportunities to receive more benefit in form of dividends per unit. 7. Benefits which the unitholders will receive from the capital increase/Investment Units allotment: The Management Company anticipates that this additional investment in real properties 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. 8. Other details necessary for unitholders to approve the capital increase /share allotment: -None- 9. Schedule of action for the capital increase of the FUND and allotment of new Investment Units: 9.1 The closing date of the unitholders' register book to suspend the transfer of Investment Units will be on 28 July 2009 onward until the meeting is adjourned. 9.2 The Management Company consider conducting the unitholders' meeting on 17 August 2009 for approval of the investment in the sub-leasehold rights of land and leasehold rights of shopping complex (partial) and office buildings in the CentralPlazaPinklao Project, capital increase of the Fund and the pricing method for determining the price of Investment Units to be offered for sale, the allotment of additional Investment Units and to amend the Investment Project of the Fund. The Management Company hereby certifies that the information contained in this report form is true and complete in all respects. Yours faithfully, (Phiphat Phisunuwongrak) CPN Retail Growth Leasehold Property Fund by TMB Asset Management Co., Ltd. 4/4