Buy Insurance Policies from CG Broker Company Limited February 28, 2005 To The President, The Stock Exchange of Thailand Subject Related Party Transaction: Buy insurance policies with CG Broker Company Limited The Board of Directors of Central Pattana Public Company Limited at its meeting No.5/2004,held on December 23,2004,has passed a resolution to buy insurance policies from CG Broker Company Limited for the Central Plaza Rachada Rama 3,Central City Bangna and Central Plaza Ramindra as follow: 1. The date on which the transaction take place: December 31, 2004 2. The transaction parties, Customer:Central Pattana Public Company Limited "The Company" Service provider:CG Broker Company Limited "CG Broker" ( an insurance broker) Relationship with the Company:The major shareholders of the Company and CG Broker are members of Chirathivat family,(persons and juristic persons) who hold totaling 58.65% in The Company and 100% in CG Broker Co., Ltd. respectively. 3. The general characteristics of the transaction. The Company has bought insurance policies to cover all risks from accident and disaster of Central Plaza Rachada Rama 3, Central City Bangna and Central Plaza Ramindra.The insurance period is 1 year from December 31, 2004-December 30, 2005. 4. The total value of the transaction. The total insurance premium for the 3 projects are totaling 15,231,297.49 Baht per annum, decrease 3.73% from 2003. 5. The basis used to determine the value of transaction. The transaction value of 15,231,297.49 Baht are 0.18% of net tangible assets which is disclosed in the reviewed financial statement as at September 30, 2004. It is considered as connected transaction to support business which is in the normal course of business without reference market price.It is an intermediate transaction value according to the definition of The Stock Exchange of Thailand "SET". 6. Shareholding structure of CG Broker Co., Ltd. 1. Harng Central Department Store Limited 49.977% 2. Central Retail Corporation Company Limited 49.977% 3. Chirathivat Family 0.013% 4. Others 0.033% 7. Expected benefit to the company. As CG Broker Co., Ltd. is the insurance broker for every companies in Central Group, it will provided benefits to the Company as follow: 7.1 The Company should pay lower insurance premium with better coverage condition because the total assets of Central Group are much larger resulting in more bargaining power to get better terms. 7.2 CG Broker Co., Ltd. will assist the Company to claim any losses from the insurance company. 8. Opinion of the Board of Directors and Audit Committee. The Board of Directors passed the resolution at the meeting No.5/2004 to buy insurance policies for Central Plaza Ratchada Rama 3, Central City Bangna and Central Plaza Ramindar for the initial period of 45 days from CG Broker Co.,Ltd. effective from January 1 to February 14, 2005. The Board of Director has also instructed the Company to arrange an open biding during those 45 days to allow other brokers to compete with CG Broker Co.,Ltd.. In case that there is no any brokers quote lower insurance premium than CG Broker Co., Ltd, the Board of Directors will automatically approve the renew of such insurance policies with CG Broker for the rest of the year effective from February 15 to December 30, 2005. The transaction of buying of 45 days insurance policies is considered as normal connected transaction to supporting business with small transaction value (total value of 45 days insurance premium was 1,877,831.20 Baht or 0.02% of net tangible assets which is disclosed in the reviewed financial statement as at 30 September, 2004) This transaction can be approved by management and are not necessary to disclose to SET. Moreover, such disclosure may affect a price of open biding. As a result, such transaction had not been disclosed until the Company finalized the biding process.In approval process, the directors who are the related persons did not attend and vote in this agenda. After the Board of Director Meeting, the Company had sent invitation letter to 4 other insurance brokers to send quotation to compete with CG Broker Co., Ltd. However, after 45 days there was no any brokers send their quotation. As a result, the Company has renewed the insurance policies with CG Broker Co., Ltd. according to the resolution of the Board of Directors. 9. In order to have ensure transparency and negotiation on an arm's length basis of buying insurance policies, the Company has set standard policy to buy the insurance policies. According to such policy, an open biding has to be arranged with at least 3 leading brokers. The Company has to equally provide all information about the insured asset, sum insured and other related information to all those brokers. The selection committee has to process a biding on the arm's length basis. As a result, all transaction which is arranged in accordance with such policy can be approved by management and are not necessary to disclose such transactions to SET even they are connected transactions. Your Faithfully, (Naris Cheyklin) Secretary to the Board of Directors