Ref 50/2544/128 August 10, 2001 Subject : Disclosure of information concerning connected transaction To : President The Stock Exchange of Thailand Enclosure: Information Memorandum relating to the Connected Transaction Pursuant to the board of directors' meeting of Central Pattana Pubic Company Limited ("The Company") No.4/2001 held on August 9, 2001 approved a resolution to guarantee the following obligations: 1. To guarantee Central Pattana Rama 3 company limited ("CP3") (the Company's subsidiary - 60.53% owned by the Company) for its debts and obligations under the Building Lease Agreement between CP3 and to-be-set up/established property fund ("the Fund"); and 2. To guarantee Central Realty Service Rama 3 ("CR3") (the Company's subsidiary - 99.99% owned by CP3) for its debts and obligations under the System Lease Agreement (3 years) between CR3 and the Fund; and 3. To guarantee CP3 and CR3 for their debts and obligations under the Property Management Agreement between CP3 and CR3 and the Fund. The Company agrees to guarantee CP3 and CR3 in the amount proportionate to its shareholding stake of 60.53% in CP3, up to an aggregate amount of Baht 544,770,000. Such guarantee by the company is deemed to be connected transaction in accordance with Clause 9(2) of the Notification of the Stock Exchange of Thailand ("SET") regarding the Rules, Procedures and Disclosure of Connected Transactions of Listed Companies. Please find enclosed an information memorandum relating to the connected transaction of the company. Sincerely Yours, (Mr. Naris Cheyklin) Secretary To The Board of Directors Information Memorandum relating to the Connected Transaction Central Pattana Public Company Limited 1.Date of transaction : Expected to enter into the transaction within September 2001 2.Names of parties involved - Guarantor : Central Pattana Public Company Limited ("CPN") - Debtors : 1. Central Pattana Rama 3 Company Limited ("CP3") (CPN's subsidiary which is 60.53% owned by CPN) 2. Central Realty Service Rama 3 Company Limited ("CR3") (CPN's subsidiary which is 99.99% owned by CP3) 3. Relationship between related parties in CP3. : CPN is the related party of CP3 as CP3's major shareholders with shareholding stake of 60.53% 4. General characteristics of transaction 4.1 Type of transaction : CPN will guarantee the following obligations: 1. CP3's debts and obligations under the Building Lease Agreement between CP3 and the to-be-set up / or established property fund ("the Fund"); and 2. CR3's debts and obligations under the System Lease Agreement (3 years) between CR3 and the Fund; and 3. CP3's and CR3's debts and obligations under the Property Management Agreement between CP3 and CR3 and the Fund. CPN will guarantee the debtors' obligation of rental payment , minimum rental guarantee and punctual performance to the Fund under such agreements and any other agreements related thereto for the amount proportionate to its shareholding in CP3. 4.2 Total value of transaction : CPN guarantees CP3's and CR3's obligation under relevant agreements in the proportion of its shareholding stake of 60.53% in CP3 up to an aggregate amount of Baht 544,770,000. 4.3 Terms and conditions : The guarantor shall be liable for the guarantee provided in Guarantee Agreement under either (a) the debtors' debts and obligations under the Building Lease Agreement and/or the System Lease Agreement (as the case may be) or (b) the debtors debt and obligations under the Property Management Agreement.