Fairness of the Stream of Annual Leasehold Payment to be Made by CPN to CID The Independent Financial Advisor will provide the summary regarding its opinion on the fairness of the stream of annual leasehold payment to be made by CPN to CID in the table below: Table 6 Summary of the Opinion of the Financial Advisor regarding Fairness of the Stream of Annual Leasehold Payment Analysis Methodology Summary of the Opinion 1) Basis for Determining Annual -The basis for determining annual leasehold Leasehold Payment to be Made by payment to be made by CPN to CID is CPN to CID reasonable as it takes into account the sum of cost of acquiring leasehold right of the Central Plaza Ladprao Project as actually incurred by CID as the profit margin of 5 %. -72 % of the sum of the cost of acquiring leasehold right of the Central Plaza Ladprao Project and the profit margin is allocated to CPN as annual leasehold payment to be made by CPN to CID throughout the term of the New Sub-Lease Agreement. Such 72 % figure is the proportion of the appraised leasehold value of the Sub-Leased Assets to the appraised leasehold value of the entire Central Plaza Ladprao Project. 2)Comparison between the Cost of -The cost of financing (Implied Interest Financing (Implied Interest Rate) Rate) associated with the stream of annual Associated with the Stream of leasehold payment is 5.62 % that falls Annual Leasehold Payment and CPN's in the range of CPN's cost of long-term Cost of Long-Term Debt Financing debt financing that is between 5.0 % and 5.7 %. -CPN's cost of financing (implied interest rate) associated with the stream of annual leasehold payment to be made throughout the sub-lease term for the Sub-Leased Assets as well as the stream of annual leasehold payment is reasonable. 3)Comparison between the Leasehold -CPN will earn some benefits from entering Value to be Used as the Basis for into the New Sub-Lease Agreement with CID Determining Annual Leasehold as the fair value of the sub-leased assets Payment and the Fair Leasehold as appraised by the Independent Asset Value of the Sub-Leased Assets Appraiser of CPN (Baht 9,185 million) is higher than the leasehold value to be used as the basis for determining annual leasehold payment to be made by CPN to CID (Baht 8,900 million). 4.3.4 Opinion of the Independent Financial Advisor on the Conditions of the New Sub-Lease Agreement It is of the opinion of the Independent Financial Advisor that the conditions under the New Sub-Lease Agreement to be entered into between CPN and CID are fair and do not put CPN in a disadvantaged position. This is because major conditions under the New Sub-Lease Agreement are made in reference to those under the New Main Lease Agreement. Allowing CPN to make annual leasehold payment to CID on an installment basis will also help to relieve CPN's financial burden that may result from one-time lease payment. Allowing CPN to make annual leasehold payment on an installment basis will also allow CPN to match its stream of annual cash outflows in the form of annual leasehold payment with future cash inflows in the form of annual rental and services revenues generated by the Sub-Leased Assets. CPN's cost of financing (implied interest rate) associated with the stream of annual leasehold payment to be made throughout the sub-lease term also falls in the range of CPN's cost of long-term debt financing. In regard to sharing of common expenses, they will be allocated to each sub-lessee on a fair basis. 5. Summary of the Opinion of the Independent Financial Advisor It is of an opinion of the Independent Financial Advisor that the shareholders should approve the transaction that CPN will enter into the New Sub-Lease Agreement with CID, as the purpose for entering into this transaction is reasonable and beneficial while the price, terms and conditions are fair as explained below: 5.1 Reasonableness and Benefits from Entering into the Transaction The transaction that CPN will enter into the New Sub-Lease Agreement with CID is reasonable and provide benefits to the Company as follows: -Maintaining CPN's major source of revenue; -A less risky investment than investing in a new shopping complex project; -Maintain CPN's leading status and high market share in Thailand's retail property business; -CPN's ability to utilize and create value-added for the Central Plaza Ladprao Shopping Complex 5.2 Fairness on the Basis Used to Determine Annual Leasehold Payment and on Stream of Annual Leasehold Payment In regard to the basis used to determine the stream of annual leasehold payment to be made by CPN to CID,it is of the opinion of the Independent Financial Advisor that the basis is reasonable. The basis used is the cost plus method that is the sum of the cost of acquiring leasehold right of the Central Plaza Ladprao Project (consisting of stream of annual leasehold payment to be made by CID to the SRT throughout the term of the New Main Lease Agreement and leasehold right registration fee) and a profit margin of 5 %. 72 % of the sum will be allocated as stream of annual leasehold payment to be made by CPN to CID. Such 72 % figure is determined based on the proportion of the appraised leasehold value of the assets that CPN will sub-lease from CID to the appraised leasehold value of the entire Central Plaza Ladprao Project. In terms of fairness of stream of annual leasehold payment to be made by CPN to CID, it is the opinion of the Independent Financial Advisor that the stream of annual leasehold payment is reasonable, taking into account the cost of financing (Implied Interest Rate) of 5.62 % associated with the stream of annual leasehold payment that falls in the range of CPN's cost of long-term debt financing in the range between 5.0 % and 5.7 %. Also, it is found that the leasehold value that will be used as the basis for determining annual leasehold payment to be made by CPN to CID (Baht 8,900 million) is lower than the leasehold value of the Sub-Leased Assets as appraised by the Independent Asset Appraiser of CPN standing at Baht 9,185 million. This will allow CPN to gain benefits from entering into the New Sub-Lease Agreement. 5.3 Fairness of the Conditions of the New Sub-Lease Agreement It is of the opinion of the Independent Financial Advisor that the conditions under the New Sub-Lease Agreement are fair and do not put CPN in a disadvantaged position. This is because major conditions under the New Sub- Lease Agreement are made in reference to those under the New Main Lease Agreement. Allowing CPN to make annual leasehold payment to CID on an installment basis will also help to relieve CPN's financial burden that may result from one-time lease payment. Allowing CPN to make annual leasehold payment on an installment basis will also allow CPN to match its stream of annual cash outflows in the form of annual leasehold payment with future cash inflows in the form of annual rental and services revenues generated by the Sub-Leased Assets.CPN's cost of financing (implied interest rate) associated with the stream of annual leasehold payment to be made throughout the sub-lease term also falls in the range of CPN's cost of long-term debt financing. Kim Eng Securities (Thailand) Public Company Limited, the Independent Financial Advisor, hereby certifies that the opinion expressed herein has been prudently made in compliance with the professional standards with due regard to the shareholders' benefits. Sincerely yours, ............................ .......................... Mr.Montree Sornpaisarn, CFA Mr.Pusit Kaewmongkolsri Executive Director Executive Director Kim Eng Securities (Thailand) Plc. Kim Eng Securities (Thailand) Plc. Appendix A. Past Occupancy Rate of the Shopping Complex and Plaza and the Office Building for the Years 2005 to 2008 Period Occupancy Rate of the Occupancy Rate of the Shopping Complex and Plaza (%) Office Building (%) 1Q05 100 % 98 % 2Q05 100 % 99 % 3Q05 99 % 98 % 4Q05 100 % 98 % 1Q06 100 % 99 % 2Q06 100 % 100 % 3Q06 99 % 100 % 4Q06 100 % 100 % 1Q07 99 % 100 % 2Q07 100 % 97 % 3Q07 100 % 96 % 4Q07 100 % 86 % 1Q08 99 % 95 % 2Q08 99 % 99 % 3Q08 99 % 99 % 4Q08 97 % 97 % Source: Central Pattana Public Company Limited