No. CPNREIT 00020/2019 17 October 2019 Re: Notification of The
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This English translation has been prepared solely for the convenience of foreign unitholders of CPNREIT and should not be relied upon as the definitive and official document. The Thai version is the definitive and official document and shall prevail in all respects in the event of any inconsistency with this English translation. No. CPNREIT 00020/2019 17 October 2019 Re: Notification of the Resolutions of the Board of Directors regarding the Investment in the Additional Assets and Determination of the Date for the Extraordinary General Meeting of Unitholders No. 1/2019 To: The President The Stock Exchange of Thailand Enclosures: 1. Information regarding the Assets to be Additionally Invested 2. Information Memorandum regarding the Acquisition of Assets of CPNREIT and the Entering into the Transactions between CPNREIT and Connected Persons of the REIT Manager 3. Information Memorandum regarding the Entering into the Transaction that has Conflict of Interest with the Real Estate Investment Trust 4. Capital Increase Report Form (F53-4) for Investment in Group-1 Assets (Excluding Payment of Rental Fees for CentralPlaza Rama 2 Project (Renewal Period)) and/or Group-2 Assets and/or for Other Specific Purposes 5. Capital Increase Report Form (F53-4) for Payment of Rental Fees for CentralPlaza Rama 2 Project (Renewal Period) The Board of Directors’ Meeting of CPN REIT Management Company Limited as the REIT Manager (“REIT Manager”) of CPN Retail Growth Leasehold REIT (“CPNREIT”) was convened on 17 October 2019 at 2.00 p.m. The important resolutions of the said meeting were summarized below. 1. The Meeting approved to propose to the Unitholders’ Meeting for consideration and approval of an additional investment by CPNREIT in 5 projects; namely, CentralMarina Project, CentralPlaza Lampang Project, CentralPlaza Surat Thani Project, CentralPlaza Ubon Ratchathani Project, and CentralPlaza Rama 2 Project (Renewal Period) (“Group-1 Assets”) from Central Pattana Public Company Limited (“CPN”) and/or subsidiaries of CPN, the appointment of the property manager, and connected transactions of the REIT Manager. Page 1 of 34 CPN REIT Management Company Limited บรษิ ัท ซพี เี อ็น รที แมเนจเมนท์ จ ำกัด st 31 Fl., The Offices at CentralWorld ชนั้ 31 ด ิ ออฟฟิสเศส แอท เซน็ ทรัลเวลิ ด ์ 999/9 Rama 1 Rd., Patumwan Bangkok 10330, Thailand 999/9 ถนนพระรำม 1 แขวงปทุมวัน เขตปทุมวัน กรุงเทพฯ 10330 Tel: +66(0) 2667-5555 ext. 1660, Fax: +66(0) 2667-5590 โทร : +66(0) 2667-5555 ต่อ 1660 , แฟกซ:์ +66(0) 2667-5590 www.cpnreit.com The Board of Directors’ Meeting approved to propose to the Unitholders’ Meeting for consideration and approval of an additional investment by CPNREIT in Group-1 Assets with the total investment value of not exceeding Baht 48,560 million (excluding registration fees, value added tax, and stamp duties as well as any other related fees and expenses). The significant details of an additional investment in Group-1 Assets are specified below. For more information regarding Group-1 Assets, investors may consider Enclosure 1. CentralMarina Project Lessor/Seller CPN Characteristic of the 1. Leasehold/sub-leasehold rights over immovable properties (partial Investment by CPNREIT building and structures, excluding land) for a term of approximately 15 years in which the leasehold rights shall expire on 30 April 2035. These will comprise the shopping mall area, common area, and parking area. 2. Leasehold rights over the utilities systems for a period of 15 years in which the leasehold rights shall expire on 30 April 2035, which will comprise the electrical system, utilities system, telephone system, elevators, escalators, air conditioning system, engineering works system, wastewater treatment system, and various facilities that have been installed and used in the building and structures of the project which will be invested in by CPNREIT, along with other rights relating to or in connection with the aforementioned systems. 3. Ownership of movable assets, i.e. equipment for decoration, tools, instruments, whether permanently fixed or not, including other equipment used for the purpose of decorating or facilitating users of the building and structures on the parts of the project which will be invested in by CPNREIT, which are located on and/or fixed on the exterior or in the interior of the areas of the building and structures on the parts of the project which will be invested in by CPNREIT, or on the surface of the building and structures on the parts of the project which will be invested in by CPNREIT, and/or in the leased areas occupied by tenants in the building and structures on the parts of the project which will be invested in by CPNREIT, including any other rights relating to or in connection with the aforementioned properties (as the case may be), excluding the properties that are component parts of the building and structures. Property Manager CPN Page 2 of 34 CPN REIT Management Company Limited บรษิ ัท ซพี เี อ็น รที แมเนจเมนท์ จ ำกัด st 31 Fl., The Offices at CentralWorld ชนั้ 31 ด ิ ออฟฟิสเศส แอท เซน็ ทรัลเวลิ ด ์ 999/9 Rama 1 Rd., Patumwan Bangkok 10330, Thailand 999/9 ถนนพระรำม 1 แขวงปทุมวัน เขตปทุมวัน กรุงเทพฯ 10330 Tel: +66(0) 2667-5555 ext. 1660, Fax: +66(0) 2667-5590 โทร : +66(0) 2667-5555 ต่อ 1660 , แฟกซ:์ +66(0) 2667-5590 www.cpnreit.com CentralPlaza Lampang Project and CentralPlaza Surat Thani Project Lessor/Seller Central Pattana Development Company Limited, a subsidiary of CPN where CPN directly holds 99.99 percent of the total issued shares Characteristic of the 1. Leasehold rights over immovable properties (partial building and Investment by CPNREIT structures, excluding land) for a term of approximately 22 years (for CentralPlaza Lampang Project in which the leasehold rights shall expire on 16 December 2041), and for a term of approximately 30 years from the commencement date of the lease term (for CentralPlaza Surat Thani Project). These will comprise the shopping mall area, common area, and parking area. 2. Leasehold rights over the utilities systems for a term of approximately 22 years (for CentralPlaza Lampang Project in which the leasehold rights shall expire on 16 December 2041), and for a term of approximately 30 years from the commencement date of the lease term (for CentralPlaza Surat Thani Project). These will comprise the electrical system, utilities system, telephone system, elevators, escalators, air conditioning system, engineering works system, wastewater treatment system, and various facilities that have been installed and used in the building and structures of the Projects which will be invested in by CPNREIT, along with other rights relating to or in connection with the aforementioned systems. 3. Ownership of movable assets, i.e. equipment for decoration, tools, instruments, whether permanently fixed or not, including other equipment used for the purpose of decorating or facilitating users of the building and structures on the parts of the project which will be invested in by CPNREIT, which are located on and/or fixed on the exterior or in the interior of the areas of the building and structures on the parts of the project which will be invested in by CPNREIT, or on the surface of the building and structures on the parts of the project which will be invested in by CPNREIT, and/or in the leased areas occupied by tenants in the building and structures on the parts of the project which will be invested in by CPNREIT, including any other rights relating to or in connection with the aforementioned properties (as the case may be), excluding the properties that are component parts of the building and structures. Property Manager CPN Page 3 of 34 CPN REIT Management Company Limited บรษิ ัท ซพี เี อ็น รที แมเนจเมนท์ จ ำกัด st 31 Fl., The Offices at CentralWorld ชนั้ 31 ด ิ ออฟฟิสเศส แอท เซน็ ทรัลเวลิ ด ์ 999/9 Rama 1 Rd., Patumwan Bangkok 10330, Thailand 999/9 ถนนพระรำม 1 แขวงปทุมวัน เขตปทุมวัน กรุงเทพฯ 10330 Tel: +66(0) 2667-5555 ext. 1660, Fax: +66(0) 2667-5590 โทร : +66(0) 2667-5555 ต่อ 1660 , แฟกซ:์ +66(0) 2667-5590 www.cpnreit.com CentralPlaza Ubon Ratchathani Project Lessor/Seller Central World Company Limited, a subsidiary of CPN where CPN directly and indirectly holds 99.99 percent of the total issued shares Characteristic of the 1. Leasehold rights over immovable properties (partial building and Investment by CPNREIT structures, excluding land) for a term of approximately 30 years from the commencement date of the lease term. These will comprise the shopping mall area, common area, and parking area. 2. Leasehold rights over the utilities systems for a term of approximately 30 years from the commencement date of the lease term, which will comprise the electrical system, utilities system, telephone system, elevators, escalators, air conditioning system, engineering works system, wastewater treatment system, and various facilities that have been installed and used in the building and structures of the project which will be invested in by CPNREIT, along with other rights relating to or in connection with the aforementioned systems. 3. Ownership of movable assets, i.e. equipment for decoration, tools, instruments, whether permanently fixed or not, including other equipment used for the purpose of decorating or facilitating users of the building and structures on the parts of the project which will be invested in by CPNREIT, which are located on and/or fixed on the exterior or in the interior of the areas of the building and structures on the parts of the project which will be invested in by CPNREIT, or on the surface of the building and structures on the parts of the project which will be invested in by CPNREIT, and/or in the leased areas occupied by tenants in the building and structures on the parts of the project which will be invested in by CPNREIT, including any other rights relating to or in connection with the aforementioned properties (as the case may be), excluding the properties that are component parts of the building and structures.