Meeting schedule of securities holders Subject : Schedule of Annual General Meeting of Shareholders Date of Board resolution : 04-Mar-2013 Meeting date : 26-Apr-2013 Beginning time of meeting (h:mm) : 14 : 00 Record date for the right to attend the : 19-Mar-2013 meeting Book closing date for collecting holders : 20-Mar-2013 names under Section 225 of the Securities and Exchange Act Ex-meeting date : 15-Mar-2013 Significant agenda item : - Capital increase - Change of par value Venue of the meeting : Bangkok Convention Centre Room, 5th floor, at CentralPlaza Lardprao Remark : March 4, 2013 Subject: The Conversion of Par Value of the Shares, the Increase of the Registered Capital and the Addition of the Agenda of the Annual General Meeting of Shareholders for the Year 2013 To: The President The Stock Exchange of Thailand As the Board of Directors' Meeting No. 2/2013 of Central Pattana Public Company Limited (the "Company"), which was held on February 22, 2013, has determined the date and agenda of the Annual General Meeting of Shareholders for the Year 2013 (the "AGM"), the Board of Directors' Meeting No. 3/2013, which was held on March 4, 2013, has passed the important resolutions in relation to the conversion of the par value of the shares and the increase of the registered capital as well as the additional agenda which have to be proposed to the AGM as follows (In this regard, the date of the AGM, the date on which the recorded shareholders have the right to attend the AGM and the closing date on which name list of shareholders is compiled under Section 225 of the Securities and Exchange Act by closing the share register book remain the same): 1. Approved the conversion of the par value of the Company's shares from Baht 1 each, totaling 2,178,816,000 shares to Baht 0.5 each, totaling 4,357,632,000 shares, whereby the paid-up capital of the Company is Baht 2,178,816,000 with the ordinary shares paid in cash of 4,357,632,000 shares and this matter will be proposed to the shareholders' meeting for further consideration and approval. 2. Approved the amendment to Clause 4. of the Memorandum of Association of the Company re: Registered Capital to be in accordance with the conversion of the par value as follows: "Clause 4. Registered capital of Baht 2,178,816,000 (Two thousand one hundred seventy eight million eight hundred and sixteen thousand Baht) divided into 4,357,632,000 shares (Four thousand three hundred fifty-seven million six hundred and thirty-two thousand shares) with a par value of Baht 0.5 (Fifty Satang) each, categorized into ordinary shares in the number of 4,357,632,000 shares (Four thousand three hundred fifty-seven million six hundred and thirty-two thousand shares), preference shares in the number of - (-)" and this matter will be proposed to the shareholders' meeting for further consideration and approval. 3. Approved the increase of the registered capital of the Company from Baht 2,178,816,000 to Baht 2,244,000,000, divided into 4,488,000,000 shares with a par value of Baht 0.5 each by issuing new ordinary shares in the number of 130,368,000 shares with a par value of Baht 0.5 each and this matter will be proposed to the shareholders' meeting for further consideration and approval. 4. Approved the amendment to Clause 4. of the Memorandum of Association of the Company re: Registered Capital to be in accordance with the increase of the registered capital as follows: "Clause 4. Registered capital of Baht 2,244,000,000 (Two thousand two hundred and forty-four million Baht) divided into 4,488,000,000 shares (Four thousand four hundred and eighty-eight million shares) with a par value of Baht 0.5 (Fifty Satang) each, categorized into ordinary shares in the number of 4,488,000,000 shares (Four thousand four hundred and eighty-eight million shares), preference shares in the number of - (-)" and this matter will be proposed to the shareholders' meeting for further consideration and approval. 5. Approved the allocation of the capital increase shares in the number of not more than 130,368,000 shares to offer for sale on a private placement basis according to the Notification of the Capital Market Supervisory Board No. TorChor. 28/2551 Re: Application for and Approval of Offer for Sale of Newly Issued Shares, dated December 15, 2008 (as amended), at the offering price determined based on demand of institutional investors (Book Building) through comparative analysis of demand and supply in newly issued shares of the Company, whereby such investors shall not be connected persons of the Company according to Notification of the Capital Market Supervisory Board No. TorChor. 21/2551 Re: Rules on Connected Transactions, dated August 31, 2008 (as amended) and other relevant notifications; and approved the authorization to the Board of the Executive Directors and/or any person entrusted by the Board of the Executive Directors to have the power to (1) determine other details regarding the allocation and offering of the capital increase shares, such as the number of shares to be offered, the allocation of shares to be offered whether in one or several tranches, offering proportion, period of offering, offering price, terms of payment, offering methods and other relevant conditions and details; (2) enter into negotiations, agreements, execution of relevant documents and agreements, including to take any other necessary and appropriate actions in connection with the registration of capital increase, the allocation of capital increase shares and the listing of the Company's capital increase shares on the Stock Exchange of Thailand, as well as to contact and submit applications including any document and evidence to governmental agencies, the Office of the Securities and Exchange Commission and the Stock Exchange of Thailand and/or other relevant agencies as necessary and appropriate; and (3) take any other necessary and appropriate actions in relation thereto in all respects. However, the Company will not allocate the capital increase shares to any subscriber if such allocation will result or may result in violation of the Company's foreign shareholding limit pursuant to its Articles of Association or foreign laws or regulations or will result in any act required in addition to those already required under the rules and regulations relating to the issuance and offering of securities under Thai laws. This matter will be proposed to the shareholders' meeting for further consideration and approval. 6. Approved to convene the Annual General Meeting of Shareholders for the Year 2013 (the "AGM"), whereby the date on which the recorded shareholders have the right to attend the AGM shall be on March 19, 2013 and the closing date on which name list of shareholders is compiled under Section 225 of the Securities and Exchange Act by closing the share register book shall be on March 20, 2013. The AGM will be held on April 26, 2013 at 2.00 p.m., at Bangkok Convention Centre Room, 5th floor, at CentralPlaza Lardprao, 1693 Phaholyothin Road, Chatuchak, Bangkok. The agenda of the AGM are as follows: Agenda 1 To acknowledge the Minutes of the Extraordinary General Meeting of Shareholders No. 1/2013 Board of Directors' opinion : The Board recommends the Meeting to consider and acknowledge the Minutes of the Extraordinary General Meeting of Shareholders No.1/2013. Agenda 2 To acknowledge the Company's performance outcomes of 2012 Board of Directors' opinion : The Board recommends the Meeting to consider and acknowledge the Company's performance outcomes of 2012. Agenda 3 To consider and approve the audited financial statements of the Company for the year ended December 31, 2012 Board of Directors' opinion : The Board recommends the Meeting to consider and approve the audited financial statements of the Company for the year ended December 31, 2012, reviewed by the Audit Committee and the Board and audited by the external auditor, which expressed its unqualified opinions. Agenda 4 To consider and approve the dividend payment against the 2012 performance outcomes Board of Directors' opinion : The Board recommends the Meeting to consider and approve the dividend payment against the 2012 performance outcomes at Baht 0.95 per share. The date on which the recorded shareholders are entitled to receive dividend is determined to be on May 8, 2013, the closing date on which name list of shareholders is compiled under Section 225 of the Securities and Exchange Act by closing the share register book is determined to be on May 9, 2013. The dividend payment will be made on May 21, 2013. Agenda 5 To consider and approve the appointment of the directors to replace the directors who retire by rotation in 2013 Board of Directors' opinion : The Board, exclusive of those with vested interests on this matter, considered and agreed with the proposal made by the Nomination and Remuneration Committee to recommend the Meeting to re-elect all four retiring directors to retain office for another term as follows: 1) Mrs. Sunandha Tulayadhan Independent Director 2) Mr. Suthichart Chirathivat Non-Executive Director 3) Mr. Sudhisak Chirathivat Non-Executive Director 4) Mr. Kobchai Chirathivat Executive Director All of the above directors are duly qualified under the Public Limited Companies Act and the requirements of the Office of the Securities and Exchange Commission and the Stock Exchange of Thailand. In addition, they are knowledgeable, able to command experiences useful for the Company, can devote their time and expertise for the Company's development efficiently and effectively for the maximum benefit of the Company as well as all shareholders and stakeholders; thus, they are suitable to be the directors of the Company. Agenda 6 To consider and approve the compensation for the Board of Directors for 2013 Board of Directors' opinion : The Board considered and agreed with the proposal made by the Nomination and Remuneration Committee to recommend the Meeting to consider and approve the compensation for the Board of Directors for 2013 with a ceiling of Baht 11,500,000, an increase of Baht 1,000,000 from 2012 or 9.5% approximately. The new rate will be effective from the date of shareholders' approval. Agenda 7 To consider and approve the appointment of the auditor and determination of the audit fee for 2013 Board of Directors' opinion : The Board considered and agreed with the proposal made by the Audit Committee to recommend the Meeting to appoint any of the following: 1) Mr. Vichien Thamtrakul Certified Public Accountant No. 3183 2) Mr. Vinit Silamongkon Certified Public Accountant No. 3378 3) Mr. Charoen Phosamritlert Certified Public Accountant No. 4068 4) Mr. Thanit Osathalert Certified Public Accountant No. 5155 from KPMG Phoomchai Audit Limited as the auditor and to express opinions on the consolidated financial statements of the Company and its subsidiaries for 2013; and to approve the audit fee for 2013 with a ceiling of Baht 6,010,000. The Meeting should also approve the authorization to the Board for incidental review fees of its subsidiaries, associated companies, joint ventures, and mutual funds which may be incurred during the year. Agenda 8 To consider and approve the conversion of the par value of the Company's shares Board of Directors' opinion : The Board recommends the Meeting to consider and approve the conversion of the par value of the Company's shares from Baht 1 each, totaling 2,178,816,000 shares to Baht 0.5 each, totaling 4,357,632,000 shares, whereby the paid-up capital of the Company is Baht 2,178,816,000 with the paid-up ordinary shares of 4,357,632,000 shares. Agenda 9 To consider and approve the amendment to Clause 4. of the Memorandum of Association of the Company re: Registered Capital to be in accordance with the conversion of the par value of the Company's shares Board of Directors' opinion : The Board recommends the Meeting to consider and approve the amendment to Clause 4. of the Memorandum of Association of the Company re: Registered Capital to be in accordance with the conversion of the par value of the Company's shares. Agenda 10 To consider and approve the increase of the registered capital of the Company from the registered capital of Baht 2,178,816,000 to Baht 2,244,000,000 Board of Directors' opinion : The Board recommends the Meeting to consider and approve the increase of the registered capital of the Company from the registered capital of Baht 2,178,816,000 to Baht 2,244,000,000, divided into 4,488,000,000 shares with a par value of Baht 0.5 each by issuing new ordinary shares in the number of 130,368,000 shares with a par value of Baht 0.5 each. Agenda 11 To consider and approve the amendment to Clause 4. of the Memorandum of Association of the Company re: Registered Capital to be in accordance with the increase of the registered capital Board of Directors' opinion : The Board recommends the Meeting to consider and approve the amendment to Clause 4. of the Memorandum of Association of the Company re: Registered Capital to be in accordance with the increase of the registered capital. Agenda 12 To consider and approve the allocation of the capital increase shares Board of Directors' opinion : The Board recommends the Meeting to consider and approve the allocation of the capital increase shares in the number of not more than 130,368,000 shares to offer for sale on a private placement basis according to the Notification of the Capital Market Supervisory Board No. TorChor. 28/2551 Re: Application for and Approval of Offer for Sale of Newly Issued Shares, dated December 15, 2008 (as amended), at the offering price determined based on demand of institutional investors (Book Building) through comparative analysis of demand and supply in newly issued shares of the Company. Agenda 13 Other businesses (if any) The Company will disclose the details of the AGM and its agenda online at www.cpn.co.th prior to the Meeting. For inquiries, please contact Office of the Company Secretary at +66(0)2667-5555 ext. 1669, 1678 or 1687 or at e-mail address: co.secretary@cpn.co.th Your acknowledgment of these matters would be appreciated. Sincerely, -Naparat Sriwanvit- (Ms. Naparat Sriwanvit) Company Secretary ______________________________________________________________________ Changing the Par Value Subject : Splitting the par value Date of Board resolution : 04-Mar-2013 Old par value (baht per share) : 1.00 New par value (baht per share) : 0.50 ______________________________________________________________________ Increasing Capital Subject : Specifying the purpose of utilizing proceeds Date of Board resolution : 04-Mar-2013 Details of allotment Allocated to : Private placement Type of allocated securities : Common shares Person(s) receiving allotment(s) : for sale on a private placement basis according to the Notification of the Capital Market Supervisory Board No. TorChor. 28/2551 Re: Application for and Approval of Offer for Sale of Newly Issued Shares, dated December 15, 2008 (as amended), at the offering price determined based on demand of institutional investors (Book Building) through comparative analysis of demand and supply in newly issued shares of the Company, whereby such investors shall not be connected persons of the Company according to Notification of the Capital Market Supervisory Board No. TorChor. 21/2551 Re: Rules on Connected Transactions, dated August 31, 2008 (as amended) and other relevant notifications; and approved the authorization to the Board of the Executive Directors and/or any person entrusted by the Board of the Executive Directors to have the power to (1) determine other details regarding the allocation and offering of the capital increase shares, such as the number of shares to be offered, the allocation of shares to be offered whether in one or several tranches, offering proportion, period of offering, offering price, terms of payment, offering methods and other relevant conditions and details; (2) enter into negotiations, agreements, execution of relevant documents and agreements, including to take any other necessary and appropriate actions in connection with the registration of capital increase, the allocation of capital increase shares and the listing of the Company's capital increase shares on the Stock Exchange of Thailand, as well as to contact and submit applications including any document and evidence to governmental agencies, the Office of the Securities and Exchange Commission and the Stock Exchange of Thailand and/or other relevant agencies as necessary and appropriate; and (3) take any other necessary and appropriate actions in relation thereto in all respects. However, the Company will not allocate the capital increase shares to any subscriber if such allocation will result or may result in violation of the Company's foreign shareholding limit pursuant to its Articles of Association or foreign laws or regulations or will result in any act required in addition to those already required under the rules and regulations relating to the issuance and offering of securities under Thai laws. This matter will be proposed to the shareholders' meeting for further consideration and approval. Number of allotted shares (shares) : 130,368,000 Number of additional common shares : 130,368,000 (shares) Total of additional shares (shares) : 4,488,000,000 Par value (baht per share) : 0.50 ______________________________________________________________________ This announcement was prepared and disseminated by listed company or issuer through the electronic system which is provided for the purpose of dissemination of the information and related documents of listed company or issuer to the Stock Exchange of Thailand only. The Stock Exchange of Thailand has no responsibility for the correctness and completeness of any statements, figures, reports or opinions contained in this announcement, and has no liability for any losses and damages in any cases. In case you have any inquiries or clarification regarding this announcement, please directly contact listed company or issuer who made this announcement.