Central Pattana Public Company Limited Detail of Memorandum of Understanding (MOU) with the developer to develop hotel in the Central World Plaza April 9, 2004 Subject : Detail of Memorandum of Understanding (MOU) with the developer to develop hotel in the Central World Plaza To : The President, The Stock Exchange of Thailand Central Pattana Public Company Limited (CPN) had informed the Stock Exchange of Thailand on April 1, 2004 that Central World Tower Company Limited (CPN holds 75.20%) had entered into Memorandum of Understanding (MOU) with Central Plaza Hotel Public Company Limited (CENTEL) to lease or sublease its leasehold land approximately 2.5 Rais in the Central World Plaza project to construct hotel. This MOU is submitted for approval by shareholders of CENTEL in the Annual Shareholders Meeting of Shareholders on April 22, 2004. CPN will inform the Stock Exchange of Thailand and investors as soon as the lease agreement has been signed by both parties. In this regard, CPN would like to inform details of this transaction as follow : 1. Date of transaction: Upon getting approval from the Annual Shareholders Meeting of CENTEL and signing the agreement. 2. Contractual/Connected parties involved Lessor : Thai Business Fund 4 ("Property Fund") Lessee : Central World Hotel Company Limited ("CWH") 3. Relationship : Central Pattana Public Company Limited ("CPN") and subsidiary companies of CPN are the investors in the Property Fund, with cumulative shareholding of 50% of the total amount of the Fund. Central Plaza Hotel Public Company Limited ("CENTEL") is the solely shareholder of CWH. The majority shareholders of both CENTEL and CPN are the same party - namely the Chirathivat Group, whereby the Chirathivat Group holds a total of 62.94% in CPN and 67.54% in CENTEL respectively. 4. Overall description of the transaction 4.1 Type of transaction : It is classified as a "Type 1 transaction", in accordance with the announcement of the Stock of Exchange of Thailand regarding to the regulations and procedures for making public information relating to connected transaction of listed companies. 4.2 Nature of the transaction : The Property Fund has entered into a contract, with the Crown Property Bureau to lease the land, buildings and other (existing or partially completed) facilities of the Central World Plaza project (that was formerly known as the World Trade Center), consisting of shopping center, office building, and hotel. At the same time, CWH will sublease from the Property Fund, the land and buildings/facilities relating only to the hotel complex for the purpose of developing and using them in operating its hotel and related businesses until December 22, 2032 (for a period of 29 years). 5. Details of the Assets 5.1 Land Title Deed registration No.Chor-Ching 3008, land plot No.1 and survey page No.706 with land area of approximately 2.53 rai, which is part of the leased area, but excluding the car parking space located in the underground level of the above mentioned land plot. 5.2 The building/facilities, totaling 16,000 square meters, to be specifically developed into a convention and/or trade exhibition center, which are part of the floors 6 and 7 of Zone D of the shopping center, but excluding the car parking facilities (located in the basement of the building that will be jointly used with the shopping center) and the shopping center and the office building. 5.3 All building/facilities (existing and to be developed) that are located on and above the land plot as mentioned in 5.1 - all of which will eventually become the property of the Crown Property Bureau,in accordance with the primary lease agreement, but excluding the car parking facilities (located in the basement of the building) and the shopping center and the office building. 6. Total value of the transaction : Total value of the transaction is 1,188,750,000 Baht, based on rental income of Property Fund that will be received from CWH through the period of agreement 29 years. Total consolidated of net tangible assets of the Company and the subsidiary companies are 7,595,591,622 Baht(audited as of December 31, 2003). Total value of transaction compared to the total consolidated of net tangible assets of the Company and the subsidiary companies is 15.65%. 7. The criteria to select the lessee and asset valuation : The Company assigned KIM ENG Securities (Thailand) Public Company Limited ("KIM ENG") to be its financial advisor to select of the lessee. KIM ENG and CPN has approached 3-4 investors included CENTEL to sublease the land. Finally, only CENTEL has submitted the proposal.CPN and KIM ENG considered that CENTEL has long experience with professional and experience in hotel management. Currently, CENTEL has managed 9 hotels throughout the country. The criteria to value this transaction : as there was only one proposal without any reference market price, KIM ENG is of an opinion that the discounted cash flow method should be applied in this case.Required return from lease/sublease of land were not less than MLR +5% which is in accordance with CPN 's policy and this has been approved by audit committee. KIM ENG have also considered and recommended the appropriateness of the criteria. Furthermore, in the approval process of CPN's board, directors who are related person in both parties did not present and vote. 8. Expected benefit of CPN as the result of the transaction : CPN will receive rental income from CWH. It will also strengthen Central World Plaza project that CPN currently owns shopping center and office building which will be completed in September 2004. 9. Condition of the transaction : Although this transaction is connected transaction, it is in the CPN's normal course business. According to CPN's policy of land lease / sublease to the third party and related party, we proposed a few investors to sublease the land. In addition, this transaction was approved by independent directors. The audit committee also reviewed and agreed with the pricing and valuation of this transaction. However, detail of this lease agreement is now under negotiation and pending for approval by shareholders of CENTEL. Please be informed accordingly. Yours Faithfully, ( Naris Cheyklin ) Secretary to the Board of Directors