19 August 2005

Purchase of shares in CP3 and CR3 from Rodamco Thailand B.V.

August 18, 2005 Subject : The purchase of shares in Central Pattana Rama 3 Co., Ltd. and Central Realty Service Rama 3 Co., Ltd.from Rodamco Thailand B.V. To : President The Stock Exchange of Thailand The Board of Directors' meeting No.4/2005 held on August 10, 2005, has passed the resolution to purchase the common shares of Central Pattana Rama 3 Company Limited and Central Realty Service Rama 3 Company Limited from Rodamco Thailand B.V.. The Company has already completed such transaction according to the resolution as follow; 1.The transaction date : On August 18, 2005. 2.The parties involved * Seller : Rodamco Thailand B.V. ("Rodamco") * Buyer : Central Pattana Public Company Limited ("CPN") 3.General characteristics of the transaction 3.1 Category of the transaction : The purchase of common shares in Central Pattana Rama 3 Company Limited ("CP3") and Central Realty Service Rama 3 Company Limited ("CR3"). 3.2 Size of the transaction : Value of Net Asset Method = NTA of CP3 for Rodamco's portion (As at 31 December 2004)/ NTA of CPN (As at 30 June 2005) = (1,156,962,974 x 39.47%)/8,661,503,000 = 5.27% Net Profit Method = Net profit of CP3 (For the years ended 31 December 2004)/ Net profit of CPN (For the years ended 30 June 2005 x 2) = (302,187,991 x 39.47%)/1,478,212,000 = 8.07% Transaction Value Method = Purchasing price/Total assets of CPN (As at 30 June 2005) = 1,521,442,000/28,006,558,000 = 5.43% From the calculation of those three methods, the largest size of transaction value is net profit method, which is 8.07%. It's less than SET's minimum transaction value for Rules Concerning the Acquisition and Disposition of Assets of Listed Companies at 15%. 4.Details of assets 4.1 Common Shares - CP3 : 499,995 shares, or 39.47% of issued and paid-up share capital amounted to 1,266,670 shares (par value 100 baht/share) 4.2 Common Shares - CR3 : 5 shares of issued and paid-up share capital amounted to 1,750,000 shares (par value 100 baht/share) 5.The total value of the transaction : Baht 1,521,442,000 6.The basis used to determine the value of transaction : Purchase price is calculated from market value of common shares of CP3 and CR3. 7.The benefit for CPN as the result of the said transaction : After the execution of the transaction, CPN will hold 100% of CP3 and CR3 common shares and entirely control and manage Central Plaza Ratchada Rama 3. It will be beneficial to CPN to set up and act as a Property Manager of the CPN Retail Growth Property Fund. 8.The board of director Opinion : The Board of Directors has an opinion that these transactions will be beneficial to CPN as described in 7. Please be informed accordingly. Yours Faithfully, (Mr. Naris Cheyklin) Secretary to the Board of Directors