Central Pattana Public Company Limited December 16, 2004 To The President, The Stock Exchange of Thailand Subject The connected transaction : Payment of service fee to related company Central Pattana Public Company Limited would like to announce that the board of director's meeting no.4/2004 held on November 12, 2004 passed the resolution to enter into a management service agreement with Harng Central Department Store Ltd. who has provided management and advisory services relating to the set up and implementation of the company's policies and management practice as well as related recommendation. The details are as follows: 1. The date on which the transaction take place : November 12 ,2004 2. The parties involved : Relationship with the company The Company : Central Pattana Public Co., Ltd. The majority shareholders of both CPN and HCDS "CPN" are members of Chirathivat family, (persons and Service provider : Harng Central Department Store Ltd. juristic persons) who hold totaling 58.65% in CPN "HCDS" and 100% in HCDS respectively. 3. The general characteristics of the transaction : Payment of management service fee 4. The total value of the consideration : 0.8% of monthly rental and service income, in 2004 not be less than 3,000,000 Baht and not exceed 4,500,000 Baht per month and in 2005 not be less than 3,450,000 Baht and not exceed 5,175,000 Baht per month (increase 15% according to the condition of contract renewal) : The term is 2 years, commencing from January 1, 2004 - December 31, 2005. : The maximum total value of the consideration is 116,100,000 Baht or 1.41% of book value of net tangible assets per reviewed financial statements (As of September 30, 2004). 5. The basis used to determine the value of consideration : Based on appropriate allocation basis of actual expenses of the service provider to all the group companies. 6. The details of the connected persons and the nature and extent of the interest of the connected person in the transaction : Names Position in CPN % shares held Position in HCDS %shares held in CPN in HCDS 1.Mr. Vanchai Chirathivat Chairman 2.85 Chairman - 2.Mr.Kobchai Chirathivat Director, CEO 3.69 - 2.43 3.Mr.Sudhitham Chirathivat Director, Executive Director 5.54 Director 3.80 4.Mr. Prin Chirathivat Director, Executive Director 2.82 Director 1.20 5.Mr. Suthichai Chirathivat Director, Executive Director 0.86 Director 8.40 6.Mr.Suthikiati Chirathivat Director, Executive Director - Director 1.13 7.Mr.Suthichart Chirathivat Director, Executive Director - Director 3.80 8.Mr. Sudhisak Chirathivat Director, Executive Director 0.43 Director 2.30 9.Mr. Sudthidej Chirathivat Executive Vice President 1.48 - 2.60 10.Mr.Sudhipak Chirathivat Senior Vice President 0.67 - 2.00 11. Chirathivat Family Shareholders 40.31 Director / 72.34 (persons and juristic persons) Shareholders Total 58.65 100.00 In approval process, the directors who are the related person in both parties did not vote. 7. The board of directors is of an opinion that HCDS has long experience in management in retail business, better understanding of the Company's business. Moreover, all company confidential information can be kept better than outsiders. As a result, the board of directors has approved transaction to renew such service agreement for another 2 years. Please be informed accordingly. Yours Faithfully, ( Mr.Naris Cheyklin ) Secretary to the Board of Director