- Translation - F 24-1 Form to Report on Names of Members and Scope of Work of the Audit Committee The Board of Directors meeting/shareholders meeting of Central Pattana Public Company Limited No. 4/2008 held on August 13, 2008 resolved the meeting's resolutions in the following manners: Appointment of the Audit Committee/Renewal for the term of Audit Committee: Chairman of the Audit Committee Member of the Audit Committee As follows: (1).................................................... (2).................................................... (3).................................................... (4).................................................... ,the appointment/renewal of which shall take an effect as of........... Determination/Change in the scope of duties and responsibilities of the Audit Committee with the following details: - Deliberate the related or connected transactions or items with potential conflicts of interest for laws and regulations of the Stock Exchange of Thailand ("SET") to ensure that transactions be appropriated and taking into account the best interests of CPN. - Receive the information discovered from the external auditor without delay about any suspicious circumstance that the director, manager or any person responsible for the operation of such juristic person commits an offence under the second paragraph of Section 281/2, Section 305, Section 306,Section 308,Section 309,Section 310,Section 311,Section 312 or Section 313 of the Securities and Exchange Act and continue the inspection without delay.The Audit Committee shall report the result of preliminary inspection to the Securities and Exchange Commission ("SEC") and external auditor within 30 days. ,the determination/change of which shall take an effect as of August 13,2008 The Audit Committee is consisted of: 1. Chairman of the audit committee Mr.Paitoon Taveebhol remaining term in office 6 year(s) 2. Member of the audit committee Mr.Chackchai Panichapat remaining term in office 4 year(s) 3. Member of the audit committee Mrs.Sunandha Tulayadhan remaining term in office 5 year(s) Secretary of the Audit Committee Ms.Suwannee Watcharodomprasert Enclosed hereto is 1 copies of the certificate and biography of the Audit Committee. The Audit Committee number 1 has adequate expertise and experience to review creditability of the financial reports. The Audit Committee of the company has the scope of duties and responsibilities to the Board of Director on the following matters: 1. The Financial Reports (1) Review and ensure that the preparation and disclosure processes for the Company's financial reports are accurate, complete, credible, and timely through coordination with the external auditor and the management team members responsible for preparing quarterly and annual financial reports. 2. The Related or Connected Transactions or Items with Potential Conflicts of Interest (1) Deliberate the related or connected transactions or items with potential conflicts of interest for laws and regulations of the Stock Exchange of Thailand ("SET") to ensure that transactions be appropriated and taking into account the best interests of the Company. (2) Deliberate the disclosure of Company information on related or connected transactions, or items with potential conflicts of interest for accuracy and completeness. 3. The Internal Control (1) Review the Company's internal control to ensure its suitability and effectiveness. (2) Deliberate the findings and recommendations of the external auditor and the Company's Office of Internal Auditor concerning internal control processes, propose to the management the actions in line with such recommendations, and track such actions. 4. The Internal Audit (1) Ensure that the Company has an independent internal audit unit with an efficient internal control system (2) Review the activities and structure of the Office of Internal Audit and approve its charter. (3) Offer views on the appointment, removal, transfer, and merit, including the dismissal, of the head of the Office of Internal Audit, as well as the decision on and adjustment of his/her compensation. (4) With the head of the Office of Internal Audit, review audit plans, in particular that dealing with the internal audit process and financial management processes. (5) Offer its views and observations on the outlay and manpower requirements of the Office of Internal Audit to the management for approval. (6) Deliberate the audit plan and the work scope of the internal auditor and the external auditor for a mutually helpful, however not redundant relationship. 5. The External Audit (1) Select, propose, and remove the external auditor, and deliberate its fees, taking into account its credibility, resource adequacy, outstanding audit volumes, and experience of individual auditors dedicated to the Company's audit, as well as its performance over the previous year. (2) Review the audit scope and procedure proposed by the external auditor, and deliberate the rationale for any subsequent audit change(s). (3) Recommend that the external auditor review or inspect any item considered necessary and significant in the course of the Company's and its subsidiaries' audits. (4) Review the report of the external auditor recommending remedial actions by the management, and track such actions. (5) Deliberate the adequacy and efficiency of coordination between the external auditor and the internal auditor. (6) Receive the information discovered from the external auditor without delay about any suspicious circumstance that the director, manager or any person responsible for the operation of such juristic person commits an offence under the second paragraph of Section 281/2,Section 305,Section 306, Section 308,Section 309,Section 310,Section 311,Section 312 or Section 313 of the Securities and Exchange Act and continue the inspection without delay.The Audit Committee shall report the result of preliminary inspection to the Securities and Exchange Commission ("SEC") and external auditor within 30 days. 6. Compliance with laws and related regulations Review and ensure the Company's compliance with securities and exchange laws, the requirements of the SET, and laws related to the Company's business. 7. The Audit Committee's report (1) Report its own performance for the acknowledgment and scrutiny of the Board at least every quarter of the year. (2) Issue an Audit Committee's report on its annual performance as the criteria set by the SET, signed by the Chairman of Audit Committee, for publication in the Company's annual report. (3) Report to the Board when identifying any trace of transaction or acting, which may significantly affect its financial status and performance to make any amendment within an appropriate as advised by the Audit Committee. The transaction or acting are; (3.1) any trace of conflicts of interest; (3.2) fraud, unusual or significant deficiency of the internal control's system; (3.3) violation of Security and Exchange laws, rules of SET or laws relevant to the Company's business. (4) If the Board or executives fail to make any amendment for the transaction or acting as mention in (3.1),(3.2) and (3.3) within an appropriate as advised by the Audit Committee, the latter may report to SEC or SET. 8. The Good Corporate Governance (1) Review and ensure the Company's continuous corporate governance process, and offer suitable guidance and recommendations for development. (2) Encourage the Company to include good corporate governance as a regular Board and shareholders'meeting agendas. (3) Ensure that the Chairman of Audit Committee receive a copy of report on interest under Section 89/14 of the Securities and Exchange Act from the Company Secretary within seven business days from the date on which the company has received such report. 9. The Risk Management (1) Review and ensure the Company's systematic, standard, efficient and effective risk management process. (2) With the Risk Management Committee, the task force, and the management, deliberate the findings and provide recommendations on risk management performance and updates. 10. Other Responsibilities (1) Perform other tasks assigned by the Board with the concurrence of the Audit Committee, who is responsible to the Board for its assigned tasks. The accountability to external parties, nevertheless,lies with the entire Board. (2) Annually revise and update the charter for this Committee to stay relevant to the Company's circumstances. (3) Assume responsibilities as required by additional Notification of the SET. The company hereby certifies that 1. The qualifications of the aforementioned members meet all the requirements of the Stock Exchange of Thailand; and 2. The scope of duties and responsibilities of the audit committee as stated above meet all the requirements of the Stock Exchange of Thailand Signed.......- Signature -..........Director ( Mr.Sudhitham Chirathivat ) (Seal) Signed.......- Signature -..........Director ( Mr.Kobchai Chirathivat )