30 มิถุนายน 2553

No. JorTor. 11/530088 30 June 2010 Re: Notification of Resolutions of Unitholders of CPN Retail Growth Leasehold Property Fund No. 1/2010 To: The President The Stock Exchange of Thailand SCB Asset Management Company Limited (the "Management Company"), as the fund management company of CPN Retail Growth Leasehold Property Fund (the "Fund"), has circulated the letter No. JorTor . 11/530080 dated 27 May 2010, re: Unitholders' Resolutions No. 1/2010 of the Fund, for the unitholders of the Fund to consider the amendments to the fund scheme of the Fund, by circulating letter seeking the resolutions from the unitholders No. 1/2010 to the unitholders of the Fund and specified that the unitholders shall pass their resolutions by returning the voting form by 25 June 2010. The Management Company hereby notify that the unitholders returned the voting form for circular resolutions to the Registrar of the Fund in time with a total amount of 1,152,622,941 units, equivalent to 70.44 percent of the total investment units sold of the Fund (1,636,326,700 units). According to such voting forms for circular resolutions, the unitholders have passed affirmative votes of 1,028,860,294 units or equivalent to 62.88 percent of the total number of investment units sold of the Fund (while there were unitholders who did not approve in the number of 97,709,077units or equivalent to 5.97 percent of the total number of investment units sold of the Fund and abstain their votes or incomplete documents in the number of 25,990,570 units or equivalent to 1.59 percent of the total number of investment units sold of the Fund) approving the amendments to the fund scheme of the Fund in relation to the capital decrease of the Fund by allowing the 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 details of which are as follow: 19.3 Decrease of the Registered Capital of the Fund (1) If the Fund has excess liquidity under one or several of the following events below: (a) the Fund liquidates, disposes of, sells, or transfers ownership of immovable properties or makes a transfer of leasehold rights; (b) value of immovable properties or value of leasehold right owned or acquired by the Fund has been decreased from reappraisal or value review of reappraisal of immovable properties; and/or (c) the Fund has amortization of deferred expenses. If the Management Company would like to distribute such excess liquidity to the unitholders, the Management Company may undertake such actions by reducing the registered capital of the Fund only. In this regards, the Management Company may 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 without having to convene a unitholders' meeting to seek a resolution of unitholders on such matter. (2) In registration of a capital increase, the Management Company shall reduce the par value of the investment unit by (a) averaging and distributing the money from the Fund to unitholders whose names are listed on the register book as at the book closure date for refunding. Such amount from capital decrease can not be deducted from retained earnings of the Fund. (b) submitting an application for registration of the capital decrease of the Fund to the Office of the SEC in the 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. (3) when the Management Company increases the registered capital for the purpose of additional investment in real property or leasehold rights, but is unable to invest in such property, the Management Company shall decrease the registered capital of the Fund by reducing the number of Investment Units which were offered for sale for the purpose of the registered capital increase, by calculating in proportion to the offering price and the subscription payments for the Investment Units, and shall refund the subscription payments and any benefits to the subscribers as prescribed by the notification of the Office of the SEC, including registration the decrease of registered capital of the Fund in the form prescribed by the Office of the SEC. If the Management Company has not registered the increase of the registered capital of the Fund, the Management Company shall refund the subscription payment for Investment Units and any benefits to the subscribers as prescribed by the notifications of Office of the SEC and the relevant laws. In this regard, the amendments to the fund scheme of the Fund shall become effective and applicable to the operating result of the Fund of the year 2010 onwards. The Management Company will notify the Office of the SEC of such resolutions of the unitholders of the Fund and apply for an approval of the amendments to the fund scheme of the Fund in accordance with the resolutions of the unitholders of the Fund accordingly. Please be informed accordingly. Yours faithfully, SCB Asset Management Company Limited (Mr. Poom Osatananda)