Disclosure of Information Concerning the Acquisition and Disposition of Assets (Schedule 1) Central Pattana Public Company Limited 1.The transaction date :Expected to enter into the transaction within December 2001 2.The parties involved - Seller/Lessor :Central Pattana Public Company Limited ("CPN") and Central Realty Service Company Limited ("CRS") (CPN's subsidiary - 99.99% owned by CPN) - Buyer/Lessee :To be set up / established property fund ("the Fund") 3.The general characteristics of the transaction 3.1 Category of the transaction : Categorized as Class 2 transaction in accordance with Clause 2 and Clause 3 of the Notification of the Stock Exchange of Thailand Re: Rules, Procedures and Disclosure of Information Concerning the Acquisition and Disposition of Assets of Listed Companies. 3.2 Type of the transaction : Consist of 3 transactions as follow: 1. CPN sells building of Central Plaza Pinklao shopping center to the Fund with right of redemption within 10 years at a price of Baht 1,610,000,000. 2. CPN as sub-lessor leases out the land, Title Deed No. 1041 and 1054, land Plot No. 239 and 288 to the Fund for 10 years at a price of Baht 495,000,000. 3. CRS leases out utility systems, all of which are installed in Central Plaza Pinklao shopping center to the Fund for 10 years at a price of Baht 360,000,000. 4. The details of assets : 1. The building of Central Plaza Pinklao shopping center comprise of shopping plaza building, office building, residential apartment and car park building. Total floor area is approximately 265,603 sq.m. 2. The land consist of totally 24 rai 284 sq.wah area of 2 land plots with Title Deed No. 1041 and 1054, Lot No. 239 and 288. The land is located in Bangbamru Sub-district, Bangplad District, Bangkok. 3. The utility systems, which are installed in Central Plaza Pinklao shopping center, consist of electricity system, utility facilities, telephone, lifts, elevators, air-conditioning, and engineering systems. 5. The total value of the transaction : - The total value of the transaction = Baht 2,465,000,000 (total of 3 transactions) - Total assets value of CPN and its subsidiaries is Bath 13,803,006,000 (As at September 30, 2001) - The total value of the transaction is 17.85% of the total assets value of CPN and its subsidiaries. 6. The book value of assets : The transferred assets consist of: 1. Central Plaza Pinklao shopping center building 2. Leasehold right of land, Title Deed No. 1041 and 1054 3. The utility systems which are installed in Central Plaza Pinklao building Book-value of the transferred assets is totally Baht 2,400,746,149.19 (As at September 30, 2001) 7. The basis used to determine the value of transaction : Net cash flows to be generated by the assets in the future, and book value of assets. 8. The benefit for CPN as the result of the said transaction : Proceed from the transaction will be used to repay its bonds and loans and the rest will be used to invest in Central Plaza Rama 2 project. 9. Conditions of the transaction : Since the transaction is categorized as Class 2 Transaction, therefore an approval from the shareholders' meeting is not the requirement for such transaction. Ref: 50/2001/202 December 19, 2001 Subject:Disclosure of information concerning the disposition of assets To: President The Stock Exchange of Thailand Enclosure: Information Memorandum Concerning the Acquisition and Disposition of Assets (Schedule 1) Pursuant to the board of directors' meeting of Central Pattana Pubic Company Limited ("the Company") No.5/2001 held on October 19, 2001, and its executive board of directors' meeting No. 40 held on December 19,2001, and the board of directors' meeting of Central Realty Service Co., Ltd. ("CRS") (the Company's wholly owned subsidiary) No. 6/2001 held on December 19, 2001, the boards have approved resolutions to set up and establish the property fund for its Central Plaza Pinklao shopping center. In this respect, the boards have also approved to sell with right of redemption and to lease out assets of the Company and CRS as per the details in Schedules 1. The transactions to be entered are categorized as Class 2 transaction according to the Notification of the Stock Exchange of Thailand Re: Rules, Procedures and Disclosure of Information Concerning the Acquisition and Disposition of Assets of Listed Companies.For more details, we have enclosed herewith the information memorandum relating to the mentioned transaction. Please be informed accordingly. Yours Faithfully, (Mr. Naris Cheyklin) Secretary of Board of Directors