16 กรกฎาคม 2552

Information Memorandum on the Connected Transaction and the Acquisition and Disposition of Assets According to the meetings of the Investment Committee (the "Investment Committee") of CPN Retail Growth Leasehold Property Fund (CPNRF) (the "Fund") managed by TMB Asset Management Company Limited (the "Management Company") held on 9 July 2009 and 16 July 2009, the Investment Committee resolved that the fund shall invest in additional real properties and resolved additionally on the capital increase size, number of additional Investment Units, and determining the price of the additional Investment Units with details as follows: 1. The Date of Entering into the Transaction After the Fund has obtained the resolutions to enter into the transaction from the unitholders' meeting and received an approval from the Office of the Securities and Exchange Commission (the "Office of the SEC") on related issues, as well as offered for sale of the additional Investment Units, the transaction is expected to be completed by November 2009. 2. The Parties Involved and Its Relationship with the Fund Central Pattana Public Company Limited, who is a major unitholder of the Fund and holds 33.33 percent of the total Investment Units as at 8 June 2009, is the property manager and has the same management personnel as that of the Fund, namely Mr. Naris Cheyklin, the Senior Executive Vice President & Chief Financial Officer of Central Pattana Public Company Limited. This management is also a member of the Investment Committee of the Fund. 3. The General Characteristics of the Transaction The Fund shall use the proceeds received from its capital increase and loan (if any) to invest in the additional real properties by leasing and subleasing the real properties in the CentralPlaza Pinklao Project from Central Pattana Public Company Limited for the total value not exceeding Baht 6,495.60 million. The final price of the real properties in which the Fund will invest will not be higher than the lowest price obtained from the valuation report of the independent property valuers in excess of 20 percent. The details of the real properties are as follows: Details of the real properties in which the Fund will invest CentralPlaza Pinklao Project The Fund will consider investing by (1) leasing certain parts of shopping complex and 2 office buildings (the whole buildings), including parking spaces (according to the proportion of the utilized areas of the shopping complex and the office buildings in which the Fund will invest), (2) leasing and/or receiving transfer of ownership of utilities systems and other assets relevant to CentralPlaza Pinklao Project, and (3) subleasing the land where the shopping complex, office buildings, parking spaces, as well as the surrounding road and the entrances and exits of CentralPlaza Pinklao Project are located, from Central Pattana Public Company Limited. The properties in which the Fund will invest in (1) - (3) are together called "Real Properties of CentralPlaza Pinklao Project". The Fund will consider investing in the Real Properties of CentralPlaza Pinklao Project for approximately 15 years at the total price not exceeding Baht 6,495.60 million. 4. Size of the Transaction and the Total Value of Consideration - The transaction referenced in Section 3. is considered as a connected transaction. The aggregate value of the investment in additional properties is not exceeding Baht 1/4 6,495.60 million to be paid by cash and/or cheque and/or bank transfer in the amount not exceeding Baht 6,495.60 million. The final price of the real properties in which the Fund will invest will not be higher than the lowest price obtained from the valuation report of the independent property valuers in excess of 20 percent. The size of all transactions referenced in Section 3. is more than 3 percent of net tangible assets as at 31 March 2009, which equals to Baht 11,353.56 million. - The transaction referenced in Section 3. is considered as an acquisition of assets. The aggregate size of the transaction is not exceeding Baht 6,495.60 million which is classified as a transaction which has the value of the transaction more than 50 percent but less than 100 percent of the assets of the Fund as at 31 March 2009, which equals to Baht 11,931.17 million. 5. The Value of Assets Purchased or Disposed of The appraisal values of CentralPlaza Pinklao Project conducted by Thai Property - Appraisal Lynn Phillips Company Limited ("TPALP") as of 9 July 2009 and 15 Business Advisory Limited ("15BIZ") as of 25 June 2009, which are in the approved list of appraisal companies of the Office of the SEC by income approach method, are as follows: Gross Area in Appraised Value which the (Baht million) Fund will Buildings Floors invest TPALP 15BIZ (Square Meters) CentralPlaza Pinklao Shopping 7-storey 67,082 4,802.0 4,471.0 Complex with 1 basement (certain part) Central Tower A Pinklao Office 26-storey 32,174 683.9 646.0 Building (in whole) Central Tower B Pinklao Office 18-storey 18,479 327.8 296.0 Building (in whole) Indoor Parking Areas (with 10-storey 67,936 approximately 1,800 parking with 1 spaces) basement Total 185,671 5,813.7 5,413.0 6. Basis Used to Determine the Value of Consideration For this capital increase, the Management Company determined the offering price of the - Investment Units which will reflect the value of the real properties that is acceptable to the owner of the real properties and by taking into account, 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; 2/4 the value of the real properties provided by independent property valuers; - general market conditions; - indication of interests received from investors. - The price at 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 independent property valuers in excess of 20 percent. 7. Expected Benefit of the Fund Expect to increase the operating result of the Fund, which will enhance the unitholders' - opportunity to receive higher returns in the form of increased dividend per unit and will also help diversify the Fund's source of income and enhance potential of the Fund. 8. Source of Fund for Investing in the Additional Real Properties From the offering and sale of the additional Investment Units to the existing unitholders - and the investors under the private placement basis and/or investors under the public offering basis in the amount not exceeding Baht 6,706.00 million. From the borrowing in the amount not exceeding 10 percent of net asset value of the - Fund only in the case where the Management Company deems appropriate. 9. Approval of the Connected Transaction and the Acquisition of Assets The Investment Committee of the Fund comprises 2 committee members as follows: - 1) Mr. Phiphat Phisunuwongrak Chairman 2) Mr. Naris Cheyklin Committee Member 10. Conditions of the Transaction The transaction referenced in Section 3. must be approved by a unitholders' meeting by - an affirmative vote of more than three-fourth of the total number of Investment Unit of the Fund held by unitholders who attending the meeting and haveing the rights to vote. In this regard, the unitholders' meeting for seeking such approval shall have the unitholders not less than 25 person or not less than half of the total unitholders of the Fund attending the meeting. Thus, the quarum of such meeting shall be consisted of the number of unitholders of the Fund who attending such meeting shall hold Investment Unit not less than one-third of the total investment unit of the Fund. The Management Company, in calculating such vote, will not include the votes of the unitholders who has conflict of interest in the real properties from the additional investments by the Fund. 3/4 As at 8 June 2009, the unitholder who has interest in the transaction pursuant to the - SET notification is as follows: Name Number of Units Investment Ratio (%) 1. Central Pattana Public 363,796,900 33.33 Company Limited The name, number of units held by the unitholder(s) and investment ratio of the unitholder(s) may vary according to the list of unitholders as at 28 July 2009, which is the closing date of the unitholders' register to suspend the transfer of the Investment Units for determining the rights of unitholders to attend the unitholder's meeting No. 1/2552. 11. Opinion of the Investment Committee in the Transaction The Investment Committee considered the investment in these additional real properties - and is of the opinion that such real properties are interesting and appropriate and comply with the objective and strategy of the Fund to create growth by searching for opportunities to invest in additional real properties with the aim to generate income and returns to the unitholders. Two independent property valuers were contracted to appraise the additional real properties in which the Fund will invest for the consideration of the unitholders. In this regard, the Investment Committee is of the opinion that the value of the investment in the additional real properties will not be higher than the lowest price obtained from the valuation report of the independent property valuers in excess of 20 percent according to the notification of the Securities and Exchange Commission. Therefore, the Investment Committee resolves that the Transaction shall be proposed to the unitholders' meeting for approval. 4/4