18 สิงหาคม 2552

(Translation) No. TT/IM 401/2009 17 August 2009 Re: Notification of Resolutions of Unitholder Meeting No. 1/2009 To: The President The Stock Exchange of Thailand The unitholder meeting of CPN Retail Growth Leasehold Property Fund (CPNRF) (the "Fund") No. 1/2009, held on 17 August 2009 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 231 persons holding altogether 849,798,402 units, equivalent to 77.86 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 433,569,902 units from the total Investment units of unitholders who have the right to vote of 727,703,100 units or equivalent to 59.58 percent of the total Investment units of unitholders who have the right to vote (727,703,100 votes) and equivalent to 89.21 percent of the total Investment units of unitholders attending the meeting and having the right to vote ( 486,001,502 units) (while there were unitholders who did not approve or abstain their votes and invalid ballots in the number of 52,431,600 units or equivalent to 7.20 percent of the total Investment units of unitholders who have the right to vote or equivalent to 10.79 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 invest in (a) leasing certain parts of shopping complex and the whole of the 2 office buildings, including indoor parking spaces (in proportion to the utilized areas of the shopping complex and the office buildings in which the Fund will invest), (b) leasing and/or accepting the transfer of ownership of utilities systems and other assets relevant to CentralPlaza Pinklao Project, and (c) 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 and/or Central Realty Service Company Limited (as the case may be). The properties in which the Fund will invest in (a) - (c) above are called the "Real Properties of Central Plaza Pinklao Project". The Fund will consider investing in the Real Properties of CentralPlaza Pinklao Project for a period of approximately 15 years at the total price not exceeding Baht 6,495.60 million. The price that the Fund will invest in the Real Properties of CentralPlaza Pinklao 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 and loan (if any) as proposed herein as per the details in Agenda 2 below. The price for the Fund to invest in thes real properties will not be higher than the lowest price obtained from the valuation reports of the independent property appraisers in excess of 20 percent, the meeting also acknowledged 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 by the Fund as previously approved by the Unitholders' Meeting No.1/2008 held on 19 August 2008. 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 786,542,802 units from the total number of Investment Units sold of the Fund of 1,091,500,000 units or equivalent to 72.06 percent of the total number of Investment Units sold of the Fund (while there were unitholders who did not approve or abstain their votes and invalid ballots in the number of 64,355,600 votes or equivalent to 5.90 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 6,706.00 million from the existing amount of Baht 10,915.00 million to a new amount of up to Baht 17,621.00 million through the issue and offer for sale of up to 839,000,000 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 receivefrom the initial investment in real properties of the Fund, based on the Unaudited Prospectvie Financial Information for the Projection 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 as proposed herein may be lower than the value of the Fund's capital increase and the number of additional Investment Units to be issued and offered for sale as provided above. The price of the additional Investment Units issued and offered for sale shall be determined by the Management Company which reflects a value of the real properties in which the Fund will invest and will be the price that acceptable to the owner of the real properties and by taken 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 independent appraisers; - general market conditions; and - indication of interests received from investors The new Investment Units allotted in the rights offering and those allotted to others investors shall be offered at the same price. Furthermore, for the benefit of the said additional investment in the real properties,the Management Company may arrange the Fund to borrow from Thai financial institutions in the amount not more than 10 percent of the net asset value of the 2 Fund after the capital increase of the Fund. In this regards, the final amount of the loan will be determined by the Management Company by considering of the benefit of the Unitholder as priority. The Management Company shall be authorized to determine the amount of the loan which the Fund will borrow from the Thai financial institution and shall be authorized to determine the borrowing interest rate, the term of the loan including any terms and conditions and shall have the power to negotiate,enter in to, execute, deliver any document relavant to the loan and to appoint and/or remove any substitutes for accomplishment of the foregoing acts. The price, which the Fund will invest 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 appraisers mentioned above in excess of 20 percent. The objectives of this capital increase and the borrowing (in any) are 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 the form of increased distribution per unit and will help in diversifying the Fund's particular source of income. In addition, as 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 independent property appraisers in excess of 20 percent, and such valuation reports of the real properties shall be conducted not exceeding 6 months before the investment is made, thus, after the Unitholders pass the resolution approving 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 Management Company shall be authorized to consider the additional investment in the real properties, including to determine the amount of capital to be increased, number and price of the additional Investment Units which will be issued and offered for sale, and/or the details of loan (if any), provided that the price of the investment in such real properties shall not exceed the price approved by the Unitholders' Meeting of the Fund No.1/2009 held on 17 August 2009 (this Meeting) and such price shall not be higher than the lowest price obtained from the valuation report of the independent property appraisers in excess of 20 percent. 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, the loan (if any), 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 803,150,102 units from the total number of Investment Units sold of the Fund of 1,091,500,000 units or equivalent to 73.58 percent of the total number of Investment Units sold of the Fund (while there were unitholders who did not 3 approve or abstain their votes and invalid ballots in the number of 47,748,300 votes or equivalent to 4.37 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 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 4 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 the ratio permitted by the relevant law. 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 to investors who are retail investors ("Public Offering") and/or specific investors on a private placement basis ("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 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. 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 exceeding the ratio permitted by the relevant law. 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: 5 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 to retail investors ("Public Offering") and/or specific investors on a private placement basis ("Private Placement") who are qualified under the relevant notification of the Office of the SEC. 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 790,052,602 units from the total number of Investment Units sold of the Fund of 1,091,500,000 units or equivalent to 72.38 percent of the total number of Investment Units sold of the Fund (while there were unitholders who did not approve or abstain their votes and invalid ballots in the number of 60,845,800 votes or equivalent to 5.57 percent of the total number of Investment Units sold of the Fund) approved the change of the Management Company including the amendment to the Fund Management Project to be in line with the change of the Management Company in relation to the following matters: 4.1 The condition to change the Management Company To amend that the change of the Management Company shall not require approval from the Office of the SEC because if the Unitholders' Meeting has approved the change, the Office of the SEC's approval shall not be required. 4.2 The effective date of the new Management Company To amend that the effective date of the new Management Company shall be on the date that the Unitholders Meeting has approved the change. 4.3 The nomination of new Management Company 6 To amend that in the case that the Management Company had resigned, the Fund Management Company shall nominate a new Management Company to the Unitholders for consideration. In addition, the Management Company shall be empowered to take the following actions: 1) To amend the wording or contents in the Fund Management Project as necessary and relevant for the benefit of the capital increase and the borrowing (if any) for the additional investment of the Fund, insofar as they (more)