06 November 2008

Land Lease Agreement with a Related Company

November 5, 2008 Subject Land Lease Agreement with a Related Company To The President, The Stock Exchange of Thailand Central Pattana Public Company Limited ("CPN") would like to inform that the Board of Directors's MeetingNo.6/2008 held on November 5, 2008 has resolved to approve the entering into a land lease agreement with Robinson Nakarin Company Limited, a 99.86%-owned subsidiary of Robinson Department Store Public Company Limited ("ROBINS") which is considered as a connected transaction. In the approva lprocess, the directors who are the connected persons did not vote. Details of the transaction are described as follows; Transaction Date: After both parties agrees on terms and conditions of the land lease agreement. Related Parties: Lessee CPN Lessor Robinson Nakarin, a 99.86%-owned subsidiary of ROBINS Relationship The major shareholders and directors of both CPN and Robinson Nakarin are members of Chirathivat Family. The Nature of the Transaction: CPN leasing land from Robinson Nakarin for 30 years is considered as a connected transaction regarding assets and services under the Stock Exchange of Thailand's Notification Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Connected Transactions, 2003 and additional amendment. Size of the Transaction: The total value of land lease agreement is 387 million baht, which will be paid in four installments with a present value of approximately 340 million baht (at 12% discount rate). The terms of payment are as follows: - 1st installment: 116 million baht payable on the lease agreement date - 2nd installment: 116 million baht payable within 1st year from the lease agreement date - 3rd installment: 116 million baht payable within 2nd year from the lease agreement date - 4th installment: 39 million baht payable within 3rd year from the lease agreement date The transaction value is classified as a medium size transaction (2.92% of net tangible asset value of CPN's consolidated financial statement as of June 30, 2008). Details of the Asset Involved in the Transaction: The asset is an undeveloped land without surface adjustment. Total area of such land is 20 Rai 1 Ngarn 49 Square Wah, located on Srinakarin Road and Soi On Nuch 39 (Soi Anamai), Suan Luang (North Prakhanong), Bangkok. The Basis Used in Determining the Value of Transaction: Market values appraised by CPN's and ROBINS's independent asset appraisers are as follows; Company Independent Asset Market Value Present Value of Appraiser (freehold) 30 year Lease Price (leasehold) CPN UK Valuation and Agency 92,000 Baht/Square Wah 339 million baht Co.,Ltd. ROBINS 15 Business Advisory 93,000 Baht/Square Wah 362 million baht Co.,Ltd. The Details of the Connected Persons: Major Shareholder The Chirathivat Family is the major shareholder of CPN and ROBINS with the following shareholding proportions; 1) Directly and indirectly holding 59.66% shares of CPN 2) Directly and indirectly holding 53.83% shares of ROBINS 3) Indirectly holding 53.75% shares of Robinson Nakarin Directors Connected person Position in Position in Position in CPN ROBINS Robinson Nakarin 1.Mr. Sudhisak Chirathivat Director Chairman - 2.Mr. Sudhitham Chirathivat Director Vice Chairman Director 3.Mr. Prin Chirathivat Director Director - Source of Fund: CPN's internal cash flow. Necessity and Rationale of the Transaction: CPN will lease the land to develop a lifestyle shopping center with a 2-storey open air shopping center,which comprises of 56,000 square meter of total project area. The Board of Directors considered that thelocation is suitable for developing the lifestyle project and the project will also add value to CPN in long term. Moreover, such development is in line with CPN's strategy which is to develop new formats of shopping mall in order to serve customer's need. However, the appropriate timing to develop the project still depends on economic and market situation. Board of Directors and Audit Committee's Opinion: Non-interested Directors and Audit Committee agree that such transaction is appropriate as possibility of conflicts of interest in this transaction is unlikely because the Chirathivat Family directly and indirectly holds shares of CPN, ROBINS and Robinson Nakarin in almost equal proportions. Moreover, net present value of leasehold right remuneration that CPN will pay to Robinson Nakarin is in the range of the market rates assessed by the independent asset appraisers. Consequently, the Board of Directors has resolved to approve the entering into the land lease agreement with Robinson Nakarin. The total size of such transaction and the development cost of the Srinakarin Project is not in the criteria of disclosure information or information memorandum under the Stock Exchange of Thailand's Notification Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Acquisition and Disposal of Assets, 2004. Please be informed accordingly. Yours faithfully, (Ms.Naparat Sriwanvit) Company Secretary