5 November, 2009 Subject The Board of Director's decision regarding the connected transaction and the investment in Additional Investment Unit of CPNRF and the Lease/Sublease of Property at CentralPlaza Pinklao To The president, The Stock Exchange of Thailand As Central Pattana Public Company Limited ("CPN") has conducted the Board of directors' meeting No.6/2009 on November 4, 2009, the meeting has passed the following significant resolutions as follows: 1. The approval of decision on purchasing common stock of Thaipat Property Company Limited, the owner of land 30 Rai 3 Ngarn 8.7 Sq.w. in Chaingrai, from CRC Power Retail Company Limited for the purpose of the development of the shopping mall or other types of real estate, in which the transaction value has not exceeded 275,000,000 Baht. However, this transaction is considered as the related transaction for supporting normal business operation according to the Notification of the Board of Governors of the SET Re: Disclosure of Information and Other Acts of Listed Companies concerning the Connected Transactions, 2003 and the Amendment as per the Notification of the Capital Market Supervisory Board Tor.Jor. 21/2008. Re: Connected Transaction Rules. (see attachment 1) 2. The approval of entry into service agreement with Central Group for business consulting, setting policies, as well as, advising on business operation, in which the contract will be effective for three years from 1 January, 2010 to 31 December, 2012, and has the transaction value not exceeding 338,943,564 Baht. However, this transaction is considered as the related transaction for supporting normal business operation according to the Notification of the Board of Governors of the SET Re: Disclosure of Information and Other Acts of Listed Companies concerning the Connected Transactions, 2003 and the Amendment as per the Notification of the Capital Market Supervisory Board Tor.Jor. 21/2008. Re: Connected Transaction Rules. (see attachment 2) 3. The approval of the termination of land lease contract with Robinson Nakarin Company Limited,the owner of land 20 Rai 1 Ngarn 49 Sq.w. on Srinakarin Road with the leasehold value of 387,000,000 Baht in which the Board of Directors has approved the entry of this leasehold contract on November 5, 2008. Thereafter, the board of directors has approved to terminate such contract due to volatile economy which leads to change in investment factors, as well as higher competition which resulted in deviation of return from CPN's hurdle rate. Moreover, CPN would like to disclose important information on the investment in additional investment unit of CPN Retail Growth Leasehold Property Fund and the Lease/Sublease of Property at CentralPlaza Pinklao Project as following 1) CPN has been allocated for 91,131,122 additional investment unit of CPNRF upon existing unit holder right (at offering price of 8.90 Baht per unit), which is the total of 811,066,985.80 Baht,and accounted for 16.7% of total additional investment unit of CPNRF. This leads CPN to hold in total of 454,928,022 units, and the percentage of investment in CPNRF has changed from 33.33% to 27.80% after the capital increase. The size of acquisition of asset is 1.65% of total asset value of CPN, calculated from financial statement as of June 30, 2009. 2) CPN has Leased/Subleased parts of CentralPlaza Pinklao assets to CPNRF with the total value of 5,680,000,000 Baht (this amount includes CPNRF additional issuance and offering expense of 100,000,000 Baht, which is responsible by CPN). The size of disposition of asset is 11.54% of total asset value of CPN, calculated from financial statement as of June 30, 2009. CPN, along with SCB Asset Management, the fund manager, has already registered the property leasehold right on November 4, 2009, in which the assets are the following: a. Certain parts of the retail shopping complex, and two office buildings (the whole buildings), including parking areas in those buildings (according to the proportion of the utilized areas of the shopping complex and the office buildings in which CPNRF will invest), ownership of system work and assets that are related to CentralPlaza Pinklao project; and b. Land where the shopping complex, office buildings, parking spaces, as well as the surrounding road and the entrances and exits of CentralPlaza Pinklao Project are located c. Transfer of ownership of utilities systems and other assets relevant to CentralPlaza Pinklao Project Please be informed accordingly Sincerely yours, -Signature- Miss Naparat Sriwanvit Company Secretary (Attachment 1) Information Memorandum on Connected Transaction Subject : The Acquisition of Thaipat Property Company Limited 1. Date of Transaction Expected to be completed by November 30, 2009. 2. Related Parties and Relationship Purchaser: Central Pattana Public Company Limited ("CPN") Seller: CRC Power Ratail Company Limited ("HW") which held 99.93% of Thaipat Property Company Limited ("Thaipat") Relationship : The majority shareholders of both CPN and HW are members of Chirathivat family, (persons and juristic persons) who hold totaling 60% in CPN and 100% in HW respectively. 3. Characteristics of the Connected Transaction Total value of acquisition is Baht 275,000,000 are as follows: 3.1 The purchase of common stocks which have the registered capital amount of Baht 100,000 (registered capital consists of 10,000 shares at the par value of Baht 10 per share) from HW, current shareholder, at the price of Baht 45,200,000. 3.2 Debt repayment and interest payment made by Thaipat to HW at the amount Baht 229,800,000. The asset of Thaipat consists of 12 green lands, totaling 30 Rai 3 Ngarn 8.7 Sq.w. The land is located on Paholyothin road, Tumbon Robwieng, Amper Muang, Chiangrai, and has the book value of Baht 215,000,000. Classification and Transaction Size Payment made to Thaipat totaling Baht 275,000,000. - The amount is 1.96 percent of CPN's net tangible asset, calculated from consolidated financial statement as of June 30, 2009. The agreement with Thaipat is classified as a connected transaction regarding the supporting normal business under the Stock Exchange of Thailand Notification Re:Disclosure of Information and Other Acts of Listed Companies concerning the Connected Transactions, 2003, and the Amendment as per the Notification of the Capital Market Supervisory Board Tor.Jor. 21/2008 Re: Connected Transaction Rules. - The amount is 0.56 percent of CPN's total asset, calculated from consolidated financial statement as of June 30, 2009. 4. Transaction Value Total value of Baht 275,000,000, CPN will make a payment in cash on the date of common share purchase and once a debt repayment is made by Thaipat to HW. 5. Criteria Used in Determining a Transaction's Total Value and Total Consideration Acquisition cost plus an incremental value. 6. Source of Funds Cash flow from operation 7. Benefits of acquisition The land has a potential for retail and other property development, which provides CPN an opportunity to expand a customer base in the northern part of Thailand, also aligns with the company's growth strategy. In addition, the feasibility analysis with preliminary assumptions reveals that the investment could generate a potential yield in accordance with the company's investment policy. 8. Opinion of the Board of Directors and Audit Committee The member of the Board of Directors who are not connected person and Audit Committee have an opinion that terms and conditions are reasonable and does not cause a transfer of benefit. As a result, the Board of Directors approved to purchase the common share of Thaipat. (Attachment 2) Information Memorandum on Connected Transaction Subject : The Service Agreement with Harng Central Department Store Ltd. 1. Date of Transaction January 1, 2010 2. Involved Parties and Relationship Service receiver: Central Pattana Public Co., Ltd. ("CPN") Service provider: Harng Central Department Store Ltd. ("HCDS") Relationship : The majority shareholders of both CPN and HCDS are members of Chirathivat family,(persons and juristic persons) who hold totaling 60% in CPN and 100% in HCDS respectively. 3. Characteristics of the Connected Transaction 1) The term of new agreement is 3 years, from January 1, 2010 to December 31, 2012. 2) The monthly payment of management service fee is calculated from 0.65% of CPN's consolidated revenues, including revenue from properties that are managed by CPN. This rate is decreased from the previous agreement, in which CPN paid a fee of 0.75% of CPN's consolidated revenues. 3) The minimum and maximum fee per month are increased from present agreement in 2009 by 15%, due to the nature of the service provided to CPN, and will increase by 5% per annum in the following years. The details are as follows: Period Management Service Fee (Baht /Month) Minimum Maximum 1 Jan 09 - 31 Dec 09 5,197,500 7,791,000 present agreement 1 Jan 10 - 31 Dec 10 5,977,125 8,959,650 1 Jan 11 - 31 Dec 11 6,275,981 9,407,633 1 Jan 12 - 31 Dec 12 6,589,780 9,878,014 4. Transaction Value Maximum value of service fee in 2010 will be 107,515,800 baht, 112,891,596 baht in 2011 and 118,536,168 baht in 2012. The total consideration for the period of the agreement will not exceed 338,943,564 baht or 2.42% of net tangible assets, calculated from consolidated financial statements as of June 30, 2009. 5. Criteria Used in Determining a Transaction's Total Value and Total Consideration Based on appropriate allocation basis of actual expenses of the service provider to all the Central Group of companies. 6. Opinion of the Board of Directors and Audit Committee The members of the Board of Directors who are not connected persons and the Audit Committee have an opinion that the service provided by HCDS are beneficial to CPN's business operation due to HCDS's experience, knowledge and understanding in retail business. Meanwhile, the consideration and terms and conditions of the agreement with HCDS are in compliance with the company's normal business policy, as approved by the Board of Directors, which is appropriate and does not cause a transfer of benefits. As a result, the Board of Directors approved the entry into service agreement with HCDS.