22 กุมภาพันธ์ 2554

No. JorTor 11/540013 22 February 2011 Re: Request for A Resolution of Unitholders of the CPN Retail Growth Leasehold Property Fund ("CPNRF") No.1/2011 To: The President The Stock Exchange of Thailand Reference is made to the Office of the Securities and Exchange Commission's (the "Office of the SEC's") amendments to the rules, conditions and procedures for the establishment and management of property fund by issuing the Notification of the Office of the SEC No. Sor.Nor. 47/2553, Re: Rules, Conditions and Procedures for the Establishment and Management of Property Fund(No.3),dated 5 November 2010 (the "Notification of the SEC"), whereby one of the essential amendments pursuant to the Notification of the SEC is that the fund management company is required to obtain a resolution from its unitholders approving a grant of dividends which cannot be paid to the unitholders to be vested as the state income. In addition, the Notification of the SEC further requires that, if the resolution by a majority vote of the unitholders cannot be obtained and if there is any dividends which could not be paid to the unitholders, the fund management company must prepare an account and separate such sum of unpaid dividends from the assets of the fund, and must not include such sum in the calculation of the net asset value of the fund until: (i) such sum will be entirely vested as the state income, or (ii) the fund is terminated, of which details are set forth in Clause 79/2(3) of the Notification of the SEC. SCB Asset Management Company Limited (the "Management Company"), as the fund management company of the CPNRF (the "Fund") is of the view that, in order to comply with the Notification of the SEC, it is deemed appropriate to propose the unitholders of the Fund to consider approving the amendment to the schemes of the Fund to give effect that any dividends which cannot be paid to the unitholders will be vested as the state income, as well as the proceedings in accordance with such amendments. In this connection, please consider casting vote in Form of Voting for Circular Resolutions of Unitholders No. 1/2011 for the following agenda item: - To consider approving the amendments to the schemes of the Fund to give effect that any dividends which cannot be paid to the unitholders will be contributed to be vested as the state income, as well as the proceedings in accordance with such amendments As the Office of the SEC had issued the Notification of the SEC amending the regulations to require the Management Company to obtain a resolution from its unitholders approving a grant of dividend which cannot be paid to the unitholders to be vested as the state income (dividends which cannot be paid are the dividends attributable to a portion of the investment units of which the unitholders hold them in excess of the prescribed ratio), it is advisable for the unitholders to approve the amendments to the schemes of the Fund to give effect that any dividends which cannot be paid to the unitholders will be vested as the state income, as well as the proceedings in accordance with such amendments. - Opinion of the Management Company In order to comply with the Notification of the SEC, it is deemed appropriate to propose the unitholders to consider approving the amendments to the schemes of the Fund to give effect that any dividends which cannot pay to the unitholders will be vested as the state income, as well as the proceedings in accordance with such amendments. Therefore, the unitholders should consider and approve the amendments to the schemes of the Fund as proposed in all respects. - Voting Requirements: This agenda item requires a majority vote 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 of Request for A Resolution of Unitholders No.1/2011. By issuing this letter, the unitholders are required to cast the votes in the voting form and returning it to the Management Company within 25 March 2011. After the Management Company duly obtains the circular resolution from the unitholders approving the amendments to the schemes of the Fund, it will arrange to notify the Office of the SEC of such approval within 15 days from the day on which the unitholders resolve to approve the amendments to the schemes of the Fund. To determine the right of unitholders who are entitled to pass the circular resolutions pursuant to this letter of Request for A Resolution of Unitholders No. 1/2011, the Fund will close the investment unit register book to suspend the transfers of investment units on 8 March 2011. The Management Company would like to request the unitholders to cast the votes in Form of Voting for Circular Resolutions of Unitholders No. 1/2011 and return the form in which the votes have already been cast to the Registrar of the Fund, to the below address: Contact Person : Registrar of the Property Fund The Siam Commercial Bank Public Company Limited Chidlom Branch Address : 3rd Floor, Building 2, 1060, New Petchaburi Road, Makkasan, Ratcha Thewi, Bangkok 10400 Thailand Tel : (662) 256-2323-8 Fax : (662) 256-2406 Yours sincerely, (Mr.Poom Osatananda) Executive Vice President, Property and Infrastructure Fund Group Property Investment Department Tel: 02-949-1612-13 ______________________________________________________________________