August 10, 2005 Subject: Disclosure of information concerning the acquisition and 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 Public Company Limited ("the Company") No. 4/2005 held on August 10, 2005 have approved resolutions for the Company to invest in CPN Retail Growth Property Fund ("CPNRF") which is established under an approval of the Securities and Exchange Commission and will be managed by TMB Asset Management Co., Ltd. The board of directors have approved for Central Pattana Rama 2, Central Pattana Rama 3 Co., Ltd. and Central Realty Service Rama 3 Co., Ltd. to lease, sublease or sell its assets to CPNRF. CPN will invest in the CPNRF with the initial investment of Baht 3,601,950,000 and CP2, CP3 and CR3 to lease/sublease/sell assets at aggregate the amount of Baht 8,804,089,900 as per the details in Schedule 1. The transactions 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 above mentioned transactions. Please be informed accordingly. Yours Faithfully, Mr. Naris Cheyklin) Secretary to the Board of Directors Disclosure of Information Concerning the Acquisition and Disposition of Assets (Schedule 1) Central Pattana Public Company Limited (CPN) 1.The transaction date 1.1 Expected date that CPN will invest in Property Fund is on 9 August 2005 1.2 Expected date that CPN will dispose assets to the Property Fund are during 15-16 August 2005 2.The parties involved * Seller/Lessor 1. Central Pattana Public Company Limited ("CPN") as investor 2. Central Pattana Rama 2 Company Limited ("CP2") (CPN's subsidiary - 99.99% owned by CPN) as lessor 3. Central Pattana Rama 3 Company Limited ("CP3") (CPN's subsidiary - 60.53% owned by CPN) as lessor 4. Central Realty Service Company Limited ("CRS") (CP3's subsidiary - 99.99% owned by CP3) as seller * Buyer/Lessee CPN Retail Growth Property Fund ("the Fund") is the Property Fund set up under SEC's regulation no. kor nor.1/2545. The Fund has been approved by SET and will be established with a fund size of Baht 10,915,000,000 and will be managed by TMB Asset Management Company Limited. * Investor: Central Pattana Public Company Limited * Relationship with CPN:None 3.General characteristics of the transaction 3.1 Category of the transaction:Categorized as Class 2 transaction in accordance with 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 2 transaction types as follows: 3.2.1 Disposition of assets to the Fund consist of 3 transactions as follows: 1. CP2 sub-leases land title deed number 4313, 4314, 85312 and 49534 in which Central Plaza Rama II Shopping Complex is located and leases part of Central Plaza Rama II Shopping Complex building including utility systems to the Fund for 20 years with consideration of Baht 6,030,000,000. 2. CP3 leases land title deed number 53132 and 53133 in which Central Plaza Rama III Shopping Complex is located and leases part of Central Plaza Rama III Shopping Complex building to the Fund with the term of 30 years and the Fund has an option to renew the lease contract twice for the other terms of 30 years each. CPN owns 60.53% in CP3 and total consideration of such 60.53% interest is Baht 2,491,905,378. 3. CR3 sells assets which are utility systems and other facilities of Central Plaza Rama III Shopping Complex including electronic systems, telephone systems, lifts, escalators, air-conditioning systems and engineering systems, with total consideration amount at 60.53% interest of Baht 282,184,522. 3.2.2 Investment in the Fund as follows: 1. CPN shall invest in the Fund at the amount of Baht 3,601,950,000 (360,195,000 units at par 10 Baht) or 33% of total units (1,091,500,000 units or 10,915,000,000 Baht). After the Fund establishment, the Fund will invest in part of Central Plaza Rama II Shopping Complex and part of Central Plaza Rama III Shopping Complex as cited above. 4. Details of assets:Disposition of Assets 1. Sub-leasehold right of land in which the Central Plaza Rama II Shopping Complex is located, per the land title deed number are 4313, 4314, 85312 and 49534; land number 122, 78, 53 and 125 Khwang Samaedam (Bangbon) Khet Bangkhuntien Bangkok with total land area of approximatety 53 Rai. Part of Central Plaza Rama II Shopping Complex and parking area with total area of approximately 251,182 sq.m. including utility systems, water treatment systems. The leased areas above do not include: a) Certain area under the long-term leasehold rights in Central Plaza Rama II Shopping Complex which CP2 has leased out to retail tenants, who have paid the lease fee upfront. b) Parking space on the G Level of the Central Plaza Rama II Shopping Complex (Parking Star), covering an approximate area of 15,066 square meters. 2. Leasehold right of land with a total land area of 12 Rai in which Central Plaza Rama III Shopping Complex is situated. The land title deed number are 53132 and 53133; land number 379 and 380 Khwang Chong Nonsi, Khet Yannawa, Bangkok. Part of Central Plaza Rama III Shopping Complex, 8 storeys building with 3 underground floors number at the address of 79, 79/1-79/2, 79/4-79/333 Sathupradit Road, Khwang Chong Nonsi, Khet Yannawa, Bangkok with the total shopping complex, parking and service area that leased to the Fund are approximately 169,700 sq.m. The leased area in Central Plaza Rama III Shopping Complex above do not include; (1) Central Department Store which is owned by Ratchada Nonsi Department Store Co., Ltd. (2) part of the building which is owned by Rachada Nonsi Department Store Co., Ltd. (3) Certain area under long-term leasehold rights in Central Plaza Rama III Shopping Complex which CP3 Ltd. has leased out to retail tenants, who have paid the lease fee upfront. 3. Utility systems and other facilities of Central Plaza Rama III Shopping Complex including electronic systems, telephone systems, lifts, escalators, air-conditioning systems and engineering systems which are installed and used in Central Plaza Rama III Shopping Complex building. Acquisition of Assets 1. The units of the Fund which total size of Baht 10,915,000,000 in which CPN will purchase 360,195,000 units (par 10 Baht) amount Baht 3,601,950,000 or 33% of total units. 5. The total value of the transaction:Value of disposition 1. CP2 sub-leases land which Central Plaza Rama II Shopping Complex is located and leases part of Central Plaza Rama II Shopping Complex building including utility systems in the amount of Baht 6,030,000,000. 2. CP3 leases land which Central Plaza Rama III Shopping Complex is located and leases part of Central Plaza Rama III Shopping Complex building to the Fund for a term of 30 years and the deposits for the renewal of the lease contract twice for the others 30 years each. Total disposition value of the 60.53% interest is Baht 2,491,905,378. 3. CR3 sells assets which are utility systems and other facilities of Central Plaza Rama III Shopping Complex. Total disposition value of the 60.53% interest is Baht 282,184,522. Total value of disposition = Baht 8,804,089,900 Value of acquisition 1. CPN invest in 360,195,000 units of the Fund (at par 10 Baht) with total amount of Baht 3,601,950,000. * The total value of the transaction compared to total assets of CPN and its subsidiaries are as follows: Transaction value = value of acquisition or disposition of assets/value of total assets of CPN and its subsidiaries Total assets of CPN and its subsidiaries are Baht 27,169,724,000 (as at 31 March 2005) Acquisition 1.1 value of acquisition / total assets of CPN and its subsidiaries = 3,601,950,000 / 27,169,724,000 = 13.26% Disposition 1.2 value of disposition / total assets of CPN and its subsidiaries = 8,804,089,900 / 27,169,724,000 = 32.40% CPN will receive the consideration of the disposition of assets in one time at full amount. 6. The basis used to determine the value of transaction:Net cash flows to be generated by the assets in the future (using discounted cashflow approach). 7.The benefit for CPN as the result of the said transaction:Increase working capital for future investment projects and to repay company's loans. This will reduce debt to equity ratio to be lower than 1 time according to the company's financial policy. In addition, CPN will receive management fee from being a Property Manager for the Fund which will benefit the shareholders in long term. 8.Plan for use of proceeds that CPN receives:CPN will use the proceed from the transaction for future investment projects and to repay company's loans. 9.Conditions of the transaction:Since the transaction is categorized as Class 2 Transaction, therefore an approval from the shareholders' meeting is not required. But CPN will submit the Information Memorandum concerning the Acquisition and Disposition of Assets (Schedule 1) to the shareholders within 21 days from the date of this letter. 10.The board of director Opinion:The board of directors has an opinion that these transactions will be benefitial to CPN as described in 8.