Ref: 50/2545/244 December 23, 2002 Subject: Disclosure of information concerning the disposition of assets To : President The Stock Exchange of Thailand Enclosure: Information Memorandum Concerning the Acquisition and Disposition of Assets (Schedule 1) Board of Director of Central Pattana Pubic Company Limited ("CPN") has approved resolutions to acquire World Trade Center Project. Total initial investment and additional development cost for this project are approximately 6,200 Million Baht. CPN has set up the property fund and other companies to invest in this project. The transaction to be entered is categorized as Class 2 transaction according to the Notification of the Stock Exchange of Thailand Re: Rules, Procedures and Disclosure of Information Concerning the Acquisition and Disposition of Assets of Listed Companies. A written notice regarding this transaction will be sent to shareholders within 21 days from the date of disclosure of information to the SET. For more details, we have enclosed herewith the information memorandum relating to the mentioned transaction. Please be informed accordingly. Yours Faithfully, (Mr. Naris Cheyklin) Secretary to the Board of Directors Disclosure of Information Concerning the Acquisition and Disposition of Assets (Schedule 1) Central Pattana Public Company Limited 1. The transaction date : 23 December 2002 2. The parties involved : - Central Pattana Public Company Limited ("CPN") and its' subsidiaries and affiliates - Thai Business Fund 4 - Central CBD Company Limited - Group of Wang Petchaboon Company Limited and its creditors 3. The general characteristics of the transaction 3.1 Category of the transaction : Categorized as Class 2 transaction in accordance with Clause 2 and Clause 3 of the Notification of the Stock Exchange of Thailand Re: Rules, Procedures and Disclosure of Information Concerning the Acquisition and Disposition of Assets of Listed Companies. 3.2 Type of the transaction : CPN and its subsidiaries (details in table 1) will invest in a property fund name Thai Business Fund 4 ("the Fund") totaling Baht 2,119,990,000 (211,999,000 units @ par Baht 10). The total units held by CPN's group account for 73.10% of the total fund size of Baht 2,900,000,000. Thereafter, The Fund and Central CBD Co., Ltd., its 61.88% subsidiary (details in table 2), will use the proceed to acquire World Trade Center project from Wang Petchaboon Group, obtain the leasehold right and to build and to renovate this project. Table 1 : Details of Thai Business Fund 4 units that will be held by CPN and its subsidiaries Company No. of shares Amount (Baht) 1. Central Pattana Plc. 49,991,000 499,910,000 2. Bangna Central Property Co., Ltd. 66,001,000 660,010,000 3. Lang Suan Realty Co., Ltd. 96,001,000 960,010,000 4. Central Pattana Rama 2 Co., Ltd. 1,000 10,000 5. Central Pattana Chiangmai Co., Ltd. 1,000 10,000 6. Central Pattana Ko Raj Co., Ltd. 1,000 10,000 7. Central Pattana Khon Kaen Co., Ltd. 1,000 10,000 8. Central Food Avenue Co., Ltd. 1,000 10,000 9. Central Realty Services Co., Ltd. 1,000 10,000 Total 211,999,000 2,119,990,000 Table 2 : Details of Central CBD Co., Ltd. shares that are held by CPN and its subsidiary Company No. of shares Amount (Baht) 1. Central Pattana Plc. 6,187,500 185,625,000 2. Bangna Central Property Co., Ltd. 1,812,500 54,375,000 Total 8,000,000 240,000,000 4. The details of assets : World Trade Center project is a shopping center located in the central business district of Bangkok. The concept of project is "Mix Used Complex", which comprise of shopping plaza, office building, exhibition center, and hotel. Property that will be acquired by the Fund is 30-year leasehold of land and building (extendable to 60 year). 5. The total value of the transaction : - Fund and Central CBD will invest totally approximately 6,200,000,000 Baht. - Total assets value of CPN and its subsidiaries = Baht 15,639,697,000 (consolidated balance sheet, as of September 30, 02). - The ratio of transaction value : total assets value of CPN and its subsidiaries = 39.64 %. 6. The value of assets to be acquired : Appraised value of the transferred assets by an independent property valuer is totally Baht 7,340,000,000. 7. The basis used to determine the value of transaction : Net cash flows to be generated by the assets in the future, and expected return from investment (IRR) that is not lower than 18%. 8. The profit expected to be generated for CPN as the result of the said transaction : 1) To expand CPN's market share, while affirm the leading position in shopping center development business. 2) To create value added to CPN such as to increase bargaining power to tenants and economy of scale in term of management and operation. 3) World Trade Center as a new advertising and marketing channel of CPN since the project is recognized as one of Bangkok's landmarks. 4) To enlarge CPN's assets size, as well as total revenue and earnings ability in the long run. 5) Property fund as an investment vehicle will lower financial cost, and ensures the higher return on investment (IRR). 9. Conditions of the transaction : Since the transaction is categorized as Class 2 Transaction, therefore an approval from the shareholders' meeting is not the requirement for such transaction. In addition, a written notice of CPN's decision to enter into Class 2 transaction will be sent to shareholders within 21 days from the date of disclosure of information to the SET.