25 November 2002

MANAGEMENT DISCUSSION AND ANALYSIS QUARTER 3

Central Pattana Public Company Limited Analysis of the company performance and financial position for Quarter 3/2002 OVERALL PERFORMANCE FINANCIAL RESULTS The net income for the Q3/2002 are 346.3 MB (EPS 3.46 baht per share), increased Q-O-Q by 57.1% mainly due to gain from debt restructuring of Central Playland of 97.5MB., a subsidiary, who operates the water park and playland at the 6 - 7th floors of Central City Bangna. However, there were additional value added taxes for the year 1997-2000 totalling 23.8 MB in this quarter. Without these 2 items, operating income for the Q3/2002 will be 374.8 MB., increased 89.2 MB or 31.2% Q-O-Q due to higher occupancy rate and rental rate in most of its shopping centers. Revenues Total revenues for the third quarter of the year 2002 amounted to 887.1 MB., increased by 160.8 MB. or 22% from the same quarter of last year and higher by 6.7 MB. from a previous quarter. This increase in sales resulted from higher rental and service income from shopping centers, higher causal leasing income, higher rental rate of renewed short-term contracts and higher rental income from percentage of sales lease contracts, and a consolidation of Bangna which has been just partly renovated. Average occupancy rate of all shopping centers is currently at 97%. Cost of sales and Administrative expenses Cost of sales Cost of sales for the third quarter of 2002 was 406.3 MB., higher than the third quater of 2001 by 19%. This was mainly due to consolidation of Central City Bangna, increase in a number of utility units consumed as a result of higher occupancy rate. Administrative expenses Administrative expenses of this quarter was 109.2 MB., which is 28.5 MB. or 35.3% higher Q-O-Q due to 23.8 MB. VAT expenses on income from common area of the year 1997-2000 and salary of new staffs for Rama 2. However, cost and selling and administrative expenses will be increased in the last quarter due to advertising and promotion expenses for the grand opening of Rama 2 project as well as repair and maintenance cost ,which are normally incurred in the last quater every year. Financial Position Assets As at September 30,2002, the company had 15,639.7 MB. of total assets, increased from December 31, 2001 by 895.7 MB. or 6% mainly come from the increase in construction and development cost of Central Plaza Rama 2, Central Airport Plaza Chiangmai Phase2B and renovation cost of Central City Bangna. Average number of collection days in account receivables decreased to 10 days. Liabilities As at September 30, 2002, the company had 10,821.1 MB., increased from December 31,2001 by 306.8 MB. or 3% due to an issuance of short-term bill of exchange for Rama 2 and Chiangmai Phase 2B project. Shareholders' Equity Shareholders' Equity was higher from December 31, 2001 by 589.0 MB. due to increase in net profit from operation. *On November 15, 2002,the board of directors passed the resolution on the Company's registered capital as follow : - Approved the decrease of its authorised share capital by 20,987,750 shares or Baht 209,877,500 - Approved the increase in the registered capital from 100,012,250 shares to 200,024,500 shares by issuance of 100,012,250 ordinary shares with a par value of Baht 10 each, totalling Baht 1,000,122,500. One shareholder is entitled to purchase one newly issued share at Baht 10. - Approved the decrease in par value of the Company's share from Baht 10 per share to Baht 5 per share (par split) commencing from January 2, 2003. Ratio Analysis As at September 30,2002 the company's liquidity was still healthy. Cash and cash equivalent amounted of 1,817.8 MB. decreased by 364.6 MB. or 16.7% from December 31,2001. Due to higher cash out flow from investment in Bangna and Rama2. However net interest bearing debt to equity ratio was at 0.7 times, which was in line with those of the first and second quarter. Return on Equity (ROE) for this quarter was 28.7%, higher than 21.1% of the same quarter of prior year. Key ratio Dec. 31,01 Sep. 31,01 Sep. 30,02 Liquidity ratio Current assets/Current liabilities (times) 1.32 0.95 0.81 Account receivables turnover (days) 13 16 10 Profitability ratio Gross profit margin (%) 52.6 52.8 54.2 Net profit margin (%) 20.2 28.5 35.9 Return on Equity (%) 14.9 21.1 28.7 Efficiency ratio Return on Assets (%) 4.8 6.4 8.9 Financial Policy Interest coverage (times) 6.9 5.3 4.7 Net interest bearing debt to equity (times) 0.7 0.8 0.7