(Attachment 1) Information Memorandum on Connected Transaction and Acquisition and Disposal of Assets Subject : The Agreement to Sub-Lease Assets on which the CentralPlaza Lardprao Project is Located 1. Date of Transaction and Involved Parties 1.1 Date of Transaction The Board of Directors Meeting No.1/2009 of Central Pattana Public Company Limited held on February 20, 2009 approved the Company to propose the entering into the Agreement to Sub-Lease Assets on which the CentralPlaza Lardprao Project is Located with Central International Development Company Limited to seek for an approval resolution from the Extraordinary Shareholders Meeting No.1/2009 to be held on March 25, 2009. 1.2 Involved Parties Sub-Lessee: Central Pattana Public Company Limited ( CPN ) Sub-Lessor: Central International Development Company Limited ( CID ) 2. Relationship between CPN and CID CPN and CID have a common major shareholder, namely the Chirathivat Group, and some common directors who are from the Chirathivat Group as well. The Chirathivat Group holds a shareholding stake in both companies as follows: 1) Directly and indirectly holding a 59.66 % stake in CPN 2) Directly and indirectly holding a 100.00 % stake in CID CPN and CID have some common directors as follows: 1) Mr.Vanchai Chirathivat 2) Mr.Suthichai Chirathivat 3) Mr.Suthikiati Chirathivat 4) Mr.Suthichart Chirathivat 5) Mr.Sudhisak Chirathivat 6) Mr.Prin Chirathivat 3. Characteristics of the Connected Transaction 3.1 Category of the Connected Transaction CPN as the sub-lessee will enter into the Agreement to Sub-Lease Assets on which the CentralPlaza Lardprao Project is Located (the New Sub-Lease Agreement ) for 20 years ended December 18, 2028 with CID as the sub-lessor after obtaining an approval resolution from the shareholders meeting. The transaction in which CPN will enter into the New Sub-Lease Agreement with CID is classified as a class-4 connected transaction regarding assets and services under the Stock Exchange of Thailand ( SET ) Notification Re; Disclosure of Information and Other Acts of Listed Companies concerning the Connected Transactions, 2003 and the Amendment as per the Notification of the Capital Market Supervisory Board Tor.Jor. 21/2551. Re: Connected Transaction Rules. The purpose of entering into such New Sub-Lease Agreement is to renew the reciprocal agreement that was expired on December 18, 2008 (previous agreement) and to continue its operation of CentralPlaza Lardprao Project that is one of the flagship project of CPN. The transaction is also categorized as Class 2 transactions under the Notification of the Capital Market Supervisory Board Tor.Jor. 20/2551 regarding Disclosure of Information and Other Acts of Listed Companies concerning the Acquisition and Disposition of Assets and the Notification of the Board of Governors of the SET Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Acquisition and Disposition of Assets, 2004. 3.2 Transaction Size CPN is obligated to make annual sub-lease payment totaling THB 16,178.32 million to CID. Such payment shall be made on an installment basis throughout the sub-lease term. 1) Under the regulations for connected transaction, the total payment throughout the sub-lease term accounts for 116.94% of CPN s net tangible assets value(NTA) as per the reviewed consolidated financial statements as of September 30, 2008 which is more than 20 million Baht and higher than 3% of NTA. Consequently, disclosure of such connected transaction and opinion from independent appraiser and financial advisor is needed. In addition, CPN is required to seek for an approval resolution from the shareholders meeting with the vote of at least three-fourths of the total number of votes of the shareholders or their proxies (if any) who attend the meeting and have the right to vote, excluding the connected shareholders who have conflict of interest. 2) Under the regulations for acquisition and disposal of assets, the total payment throughout the sub-lease term accounts for 40.51% of total assets as per the reviewed consolidated financial statements as of September 30, 2008 based on value of consideration approach. The transaction is required to immediately notify to the SET and, within 21 day of notifying to SET, send a notice to all shareholders. However, as the size of the connected transaction in 1) is required an approval from the shareholders , CPN will propose to the shareholders meeting for the acquisition and disposal of assets at the same time. Please note that the total size of acquisition and disposal of assets for the last 6 months are not more than 50% of total assets. 3.3 Assets in the CentralPlaza Lardprao Project that CPN will Sub-Lease from CID In accordance with the New Sub-Lease Agreement to be entered into between CPN and CID, the assets in the CentralPlaza Lardprao Project that CPN will sub-lease from CID consist of land and buildings, with details as follows: Assets in the CentralPlaza Lardprao Project that CPN will sub-lease from CID ( Sub-Leased Assets ) 1) Land Part of land on which the CentralPlaza Lardprao Project is located. Its approximate size is 28 rais. 2) Buildings Buildings and Other Gross Leasable Area Net Leasable Area Occupancy Rate Constructions (SQ.M.) (SQ.M.) As of December 31, 2008 (%) 1) Shopping Complex 95,000 55,531* 97% 2) Office Building 23,000 17,719 97% 3) Car Park 90,000 - - *Note: The total net leasable area of the Shopping Complex also includes the total net leasable area of cinemas totaling 7,500 SQ.M. and the total net leasable area of the convention hall totaling 9,000 SQ.M. 4. Criteria Used in Determining a Transaction s Total Value and Total Consideration Cost of lease that CID paid for the right of lease agreement plus operation costs of CID, which shall be allocated to CPN for collection of lease payment based on the proportion of the appraised value of the sub-leased assets to the total appraised value of the CentralPlaza Lardprao Project. 5. Source of Funds In entering into the New Sub-Lease Agreement, CPN is obligated to make annual lease payment to CID on an installment basis throughout the sub-lease term. Source of funds for making annual lease payment to CID will be from CPN s cash flows from operation. 6. Opinion of the Board of Directors and Audit Committee According to information of the transaction including the opinion from independent financial advisor, the Board of Directors and Audit Committee have an opinion that the nature of the transaction and the criteria used in determining a transaction s value, terms and conditions are reasonable and acceptable. It also will generate a good return for CPN. In addition, as CentralPlaza Lardprao Project is one of the flagship project of CPN, the entering into the New Sub-Lease Agreement with CID will ensure the continuity of the income stream for CPN. As a results, the Board of Director approved to propose this transaction to seek for an approval from shareholders. In the approval process, directors who have interests are not attend the meeting and have no right to vote in the meeting.