Central Pattana Public Company Limited May 19, 2004 Subject : Opinion of audit committee and board of directors of the Company regarding sublease of land to the developer of Central World Hotel project To : The President, The Stock Exchange of Thailand Central Pattana Public Company Limited (the Company) had informed the Stock Exchange of Thailand on April 9, 2004 regarding the Memorandum of Understanding (MOU) with Central Plaza Hotel Public Company Limited (CENTEL) to sublease the Company's leasehold land in Central World Plaza project to construct hotel. The Company would like to inform the opinion of the audit committee and the board of directors on this transaction in accordance with the regulation of the Stock Exchange of Thailand, as follow : Opinion of the audit committee : The audit committee had considered the process of selection of lessee, an appropriateness of rental fee and the transparency of the transaction with the related party. The Committee is of an opinion that the transaction is reasonable and is highly beneficial to the Company. This transaction is considered in the normal course of business and the process of selection of lessee is transparent. The company also had appointed financial advisor to give an opinion on an appropriateness of lessee and rental fee. Return from such land lease is higher than required rate of return of the company and also the financial advisor. In addition, it will make the Central World Plaza project more complete. Opinion of the board of directors : (in process of approval, the directors who are the related person in both parties did not present and vote) The Board is of an opinion that the transaction is reasonable and is highly beneficial to the company. Besides the Company will receive land rental fee, the construction of hotel and convention center in Central World plaza project will make the project stronger and more complete as a mix used complex. It will create more customer traffics includin g tourists to the project. As a result, revenue and cash flow from this project will increase in the long run. Please be informed accordingly. Yours Faithfully, ( Naris Cheyklin ) Secretary to the Board of Directors