December 9, 2008 Subject The Payment of the Guarantee for the Right to Lease Land and/or Building of CentralPlaza Lardprao To The President, The Stock Exchange of Thailand Regarding Central Pattana Public Company Limited ("CPN") had entered into a reciprocal agreement to sub-lease the land and/or building for the utilization of land on which CentralPlaza Lardprao is located with Central International Development Company Limited ("CID") on 2nd April 1984. CID is the counterparty and the lessee of the land from The State Railway of Thailand ("SRT"), for which the contract is due to expire on 18th December 2008. CID informed CPN that CID has completed a new 20-year land and/or building lease agreement with SRT on 9th December 2008. Therefore, CPN has entered into a memorandum of understanding ("MOU") to confirm and preserve the rights for the new sub-lease agreement with CID. In doing so, CID required CPN to make a payment of 300 million baht as a guarantee for the right to sub-lease land and/or building of CentralPlaza Lardprao on the date that CID entered into a lease agreement with SRT, which is considered a connected transaction. In the approval process, the directors who are the connected persons did not vote. Details of the transaction are described as follows; Transaction Date: On 9th December 2008. Related Parties: Lessee Central Pattana Public Company Limited ("CPN") Lessor Central International Development Company Limited ("CID") Relationship The major shareholders and directors of both CPN and CID are members of Chirathivat Family. The Nature of the Transaction: CPN has entered into a MOU with CID to confirm and preserve the rights for the new sub-lease agreement for the land and/or building of CentralPlaza Lardprao, for which CID requested CPN to pay the guarantee on the date that CID has entered into a new lease agreement with SRT.The conditions of such guarantee are as follows: 1. In case that CPN's Shareholders do not approve the entry into the new sub-lease agreement with CID or CPN and CID can not finalize the term and conditions of the new sub-lease agreement, CID will repay all of the guarantee with interest at minimum lending rate (MLR) to CPN. 2. In case that CPN's Shareholders approve the entry into a new sub-lease agreement with CID,the guarantee will be returned to CPN, subsequently CPN will pay the sub-lease fee to CID according to the new sub-lease agreement. This transaction is 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 transaction value is 300 million baht, which is classified as a medium size transaction (0.75% of net tangible asset value of CPN's consolidated financial statement as of September 30, 2008). Details of the Asset Involved in the Transaction: The land and/or building of CentralPlaza Lardprao. The Basis Used in Determining the Value of Transaction: Since the new sub-lease agreement between CPN and CID has not yet come to a conclusion, the guarantee payment was derived from initial negotiation between CPN and CID, and did not refer to the value of the new sub-lease agreement. The Details of the Connected Persons: Major Shareholder : Chirathivat Family is the major shareholder of CPN and CID with the following shareholding proportions; 1) Directly and indirectly holding 59.66% shares of CPN 2) Directly and indirectly holding 100.00% shares of CID Directors Connected person Position in CPN Position in CID 1. Mr.Vanchai Chirathivat Chairman Chairman 2. Mr.Suthichai Chirathivat Director Director 3. Mr.Suthikiati Chirathivat Director Director 4. Mr.Suthichart Chirathivat Director Director 5. Mr.Sudhisak Chirathivat Director Director 6. Mr.Prin Chirathivat Director Director Source of Fund: CPN's internal cash flow. Necessity and Rationale of the Transaction: The existing reciprocal agreement will expire on 18th December 2008 and CPN intends to continue its business operation of CentralPlaza Lardprao. Therefore, in order for CPN to confirm on entering into the new sub-lease agreement, CPN is needed to enter into the MOU and pay the mentioned guarantee accordingly. Board of Directors' and Audit Committee's Opinion: Non-interested Directors and Audit Committee agree that such transaction is appropriate. Moreover, the guarantee which CPN paid is subject to reasonable terms and conditions, and will not bring any risk to the business. However, the afore-mentioned transaction is just only a guarantee payment for the new lease agreement and does not imply to a final new sub-lease agreement in any form. Therefore, should CPN come to a conclusion with regards to the new sub-lease agreement with CID, the transaction will be proceeded according to the regulations of the Stock Exchange of Thailand. Additionally, since the negotiation concerning the new sub-lease agreement between CPN and CID has not come to a conclusion and the entry into the mentioned sub-lease agreement is classified as a connected transaction, CPN is required to seek the approval from the company's shareholders meeting,which will take some time to carry out the transaction. Under this time constraint, the above mentioned process will not be completed in time for 18th December 2008, which is the expiration date for the existing reciprocal agreement. Therefore, CID has agreed to allow CPN to operate the land and/or building further until the negotiation is concluded, subjected to the following conditions: 1. In case that CPN and CID enter into a new sub-lease agreement, CPN shall be entitled to the income from operations. 2. In case that there is no new sub-lease agreement between CPN and CID, any income, less relevant operating expenses, received by CPN after 18th December 2008 and until the date of the conclusion of the negotiations shall be returned to CID or treated in other manner that will be agreed upon. The return of guarantee payment in both cases will comply to the conditions as previously mentioned and the afore-mentioned process between CPN and CID and the terms, conditions and related details are needed further considerations. CPN will proceed as necessary and, at the same time, consider the new sub-lease agreement with CID. Please be informed accordingly. Yours faithfully, (Ms.Naparat Sriwanvit) Company Secretary