01 มิถุนายน 2553

No.JorTor 11/530080 27 May 2010 Re: Unitholders' Resolutions No. 1/2010 of the CPN Retail Growth Leasehold Property Fund ("CPNRF") To: The President The Stock Exchange of Thailand The Office of the Securities and Exchange Commission (the "Office of the SEC") had amended the regulations relating to the establishment and management of property fund by issuing the Notification of the Office of the SEC No. Sor. Nor. 25/2552 Re: Rules, Conditions and Procedures for the Establishment and Management of Property Funds dated 28 July 2009 and the Notification of the Office of the SEC No. 53/2552 Re: Rules, Conditions and Procedures for the Establishment and Management of Property Funds (No. 2) dated 29 October 2009 (the "Notifications of the SEC"). One of the main issues of the amendments under the Notifications of the SEC is to allow the asset management company to exercise its discretion to consider and decide for the capital decrease of the fund, including to determine amount and appropriate period of time for the capital decrease of the fund, in case the fund has excess liquidity pursuant to criteria under the Notifications of the SEC (details as appeared in the table "Amended Clause" clause 19.3(1)(a) to (c)) but provided that if the asset management company wishes to have such a discretion, the asset management shall seek the approval from unitholders to make the amendments to the fund scheme of the fund, so that the asset management company may exercise its discretion to consider and decide for the capital decrease of the fund. SCB Asset Management Company Limited (the "Management Company"), as the fund management company of CPNRF (the "Fund"), by the resolution of the investment committee of the Fund, is of the view that in order to increase flexibility for managing the Fund, it is appropriate to propose the amendment to the fund scheme of the Fund to the unitholders of the Fund for considering and approving such amendments to the fund scheme of the Fund by circulating this letter seeking the resolutions from the unitholders as follows: To consider the amendments to the fund scheme of the Fund As the Office of the SEC had issued the Notifications of the SEC amending the regulations relating to the capital decrease of the funds by allowing the asset management company to exercise its discretion to consider and decide for the capital decrease of the fund including to determine amount and appropriate period of time for the capital decrease of the fund, the Management Company hereby proposes the unitholders of the Fund to consider the amendments to the relevant provisions of the fund scheme of the Fund as follows: Existing Clause Amended Clause 19.3 Decrease of the Registered Capital 19.3 Decrease of the Registered Capital of of the Fund the Fund The Management Company may (1) If the Fund has excess liquidity decrease the registered capital of the under one or several of the Fund if the following events occur: following events below: (1) when the Fund has excess (a) the Fund liquidates, liquidity due to the sale of the disposes of, sells, or real property or leasehold transfers ownership of rights, or the depreciation of immovable properties or the real property from the makes a transfer of appraisal value of the property. leasehold rights; Where the Fund is investing in (b) value of immovable the leasehold rights in real properties or value of property, if it appears that the leasehold right owned or Fund's excess liquidity is due acquired by the Fund has to a depreciation in the value been decreased from of the leasehold rights, the reappraisal or value review Management Company shall of reappraisal of immovable reduce the registered capital of properties; and/or the Fund by reducing the par (c) the Fund has amortization of value of the Investment Units, deferred expenses. and shall proceed with the If the Management Company following rules: would like to distribute such (a) close the register to excess liquidity to the unitholders, suspend the transfer of the Management Company may Investment Units and undertake such actions by calculate the Net Asset reducing the registered capital of Value of the Fund on the the Fund only. In this regards, the closing day. Management Company may (b) average the money from exercise its discretion to consider the Fund and distribute to and decide for the capital decrease Unitholders whose names of the fund including to determine are listed on the register amount and appropriate period of as at the day on which time for the capital decrease of the register is closed in the fund without having to order to refund the convene a unitholders' meeting to investment fund in seek a resolution of unitholders proportion to the unit on such matter. holding of each Unitholder. The Unit (2) In registration of a capital increase, Value shall be calculated the Management Company shall based on the Net Asset reduce the par value of the Value of the Fund as at investment unit by the date of closing the (a) averaging and distributing register to suspend the the money from the Fund to transfer of Investment unitholders whose names Units. are listed on the register (c) submit an application to book as at the book closure 2 Existing Clause Amended Clause register the decrease of date for refunding. Such capital of the Fund with amount from capital the Office of the SEC in decrease can not be the form prescribed by deducted from retained the Office of the SEC earnings of the Fund. within five business days (b) submitting an application from the date of the for registration of the capital distribution of money decrease of the Fund to the from the Fund to the Office of the SEC in the Unitholders. form prescribed by the Office of the SEC within five business days from the date of the distribution of money from the Fund to the unitholders according to the forms specified in the electronic system of the Office of the SEC. (c) providing information regarding every capital decrease of the Fund in the Management Company's website and the Fund's annual report for investors' reference with the details as specified by the notifications of the Office of the SEC. (2) when the Management Company (3) when the Management Company increases the registered capital increases the registered capital for for the purpose of additional the purpose of additional investment in real property or investment in real property or leasehold rights, but is unable to leasehold rights, but is unable to invest in such property, the invest in such property, the Management Company shall Management Company shall decrease the registered capital of decrease the registered capital of the Fund by reducing the number the Fund by reducing the number of Investment Units which were of Investment Units which were offered for sale for the purpose offered for sale for the purpose of of the registered capital increase, the registered capital increase, by by calculating in proportion to calculating in proportion to the the offering price and the offering price and the subscription subscription payments for the payments for the Investment Investment Units, and shall Units, and shall refund the refund the subscription payments subscription payments and any and any benefits to the benefits to the subscribers as subscribers as prescribed by the prescribed by the notification of notification of the Office of the the Office of the SEC, including 3 Existing Clause Amended Clause SEC, including registration the registration the decrease of decrease of registered capital of registered capital of the Fund in the Fund in the form prescribed the form prescribed by the Office by the Office of the SEC. of the SEC. If the Management Company has If the Management Company has not registered the increase of the not registered the increase of the registered capital of the Fund, registered capital of the Fund, the the Management Company shall Management Company shall refund the subscription payment refund the subscription payment for Investment Units and any for Investment Units and any benefits to the subscribers as benefits to the subscribers as prescribed by the notifications of prescribed by the notifications of Office of the SEC and the Office of the SEC and the relevant laws. relevant laws. In this regard, if the unitholders approve the amendments to the fund scheme of the Fund as proposed, such amendments to the fund scheme of the Fund shall become effective and application for the operating result of the Fund of the year 2010 onwards. Opinion of the Fund Management Company In order to increase the flexibility for managing the Fund in the event that the Fund has excess liquidity from disposition of leasehold right of property, or the decreasing value of leasehold right of the property from the appraisal or the review of the appraisal or the Fund has accounting item that can be amortized as deferred expenses, the Management Company shall have the discretion to consider and decide for the decrease of the capital of the Fund, including to determine amount and appropriate period of time for the capital decrease of the Fund, in order to distribute funds to the unitholders without having to convene a unitholders' meeting to pass a resolution relating to such issue, which could allow the Fund to proceed promptly with economized costs that will be beneficial to the unitholders. Therefore, the unitholders should consider and approve the amendment to fund scheme of the Fund as proposed in all respects. Voting Requirement This agenda requires majority votes of more than half of the total number of investment units sold of the Fund. To seek the circular resolution of unitholders of the Fund, the Management Company thus send this letter seeking the resolution from the unitholders No. 1/2010 and specifying that the unitholders shall pass their resolutions by returning the voting form within 25 June 2010.. In the event that the Management Company obtains the circular resolution from the unitholders approving the amendments to the fund scheme of the Fund, the Management Company will notify the amendments to the fund scheme of the Fund to the Office of the SEC and the Stock Exchange of Thailand within 15 days 4 from the day that the unitholders of the Fund have passed the resolution to make amendment to the fund scheme of the Fund. The Fund will determine the right of unitholders who are entitled to pass the circular resolutions No. 1/2010 by closing the investment unit register book to suspend the transfers of investment units on 25 May 2010. The Management Company would like to ask the Unitholders to cast their votes in the form of voting for circular resolutions of Unitholders of the Fund and return such form of voting for circular resolutions the votes of which have been casted to Fund Registrar by 25 June 2010 to the following address: Contact Person: Registrar of Property Fund The Siam Commercial Bank Public Company Limited, Chidlom Branch Address: 2nd Floor, Building 3, 1060 New Phetburi Road, Makkasan, Ratcha Thewi, Bangkok 10400 Thailand Tel: (662) 256-2323-8 Fax: (662) 256-2406 Yours sincerely, (Mr.Sakda Manavapat) Executive Vice President Property Investment Department Tel: 02-949-1610-13 5