No. CPNREIT 00020/2019 17 October 2019 Re: Notification of The

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. Property Manager CPN

Page 4 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 Rama 2 Project Lessor Central Pattana Rama 2 Company Limited, a subsidiary of CPN where CPN directly holds 99.99 percent of the total issued shares Characteristic of the At present, CPNREIT has invested in the land and structures of CentralPlaza Investment by CPNREIT Rama 2 Project but the leasehold rights over such assets will expire on 15 August 2025. However, Central Pattana Rama 2 Company Limited has already renewed the land lease agreements with the landlords. Central Pattana Rama 2 Company Limited proposes to extend the leasehold rights of CPNREIT for another approximately 30 years, whereby the lease term will commence on 16 August 2025 (the day following to the expiry date of the existing leasehold right) until 15 August 2055. In this regard, CPNREIT will agree on the terms and conditions of the new agreements in order to invest in the project, whereby the areas of the shopping mall to be invested in by CPNREIT during the renewal term may be larger than the existing areas invested in by CPNREIT. The characteristics of the investment are as follows: 1. Leasehold rights over immovable properties (partial building and structures, excluding land) for a period of approximately 30 years commencing on 16 August 2025 until 15 August 2055, which will comprise the shopping mall area, common area, and parking area. 2. Leasehold rights over the utilities systems for a period of approximately 30 years commencing on 16 August 2025 until 15 August 2055, 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. At present, CPNREIT is the owner of movable assets of CentralPlaza Rama 2 Project, therefore, there will be no additional investment in these assets. Property Manager CPN

Page 5 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

In this regard, the REIT Manager has engaged 2 appraisal companies; namely, Justice Property and Appraisal Co., Ltd. (“Justice”) and S.L.Standard Appraisal Co., Ltd. (“SL”), which are on the approved list of appraisal companies of the Office of the Securities and Exchange Commission (the “Office of the SEC”), to evaluate the value of assets. The details of the appraised value of Group-1 Assets are specified in the below table.

Project Name Appraised Value Appraised Value The Lowest Investment Value/2 (Unit : Baht Million) by Justice/1 by SL/1 Appraised Value CentralMarina 2,283 2,129 2,129 Not exceeding 2,768 CentralPlaza Lampang 2,567 2,383 2,383 Not exceeding 3,098 CentralPlaza Surat Thani 6,979 6,953 6,953 Not exceeding 9,039 CentralPlaza Ubon Ratchathani 6,431 6,354 6,354 Not exceeding 8,261 CentralPlaza Rama 2 25,541 25,394 25,394 Not exceeding (Renewal Period) 25,394/3 Total 43,801 43,213 43,213 Not exceeding 48,560 Remark: 1. Appraisal companies have evaluated the assets based on the income approach method, where the valuation date is the date on which it is expected to invest in the additional assets. (The valuation date of Group-1 Assets is on 1 April 2020, except that of CentralPlaza Rama 2 Project (Renewal Period) which is on 16 August 2025.) 2. The investment value of CPNREIT is excluded the registration fees, value added tax, stamp duties, as well as other related fees and expenses. 3. The investment value that CPNREIT will pay will be on the commencement date of the lease term (on 16 August 2025).

However, the final investment value of Group-1 Assets may be higher than the lowest price derived from the appraisal report of the appraisal companies for approximately 12.40 percent. The sources of funds for investment in Group-1 Assets (excluding payment of rental fees for CentralPlaza Rama 2 Project (Renewal Period)) may come from: (1) loans from banks and/or financial institutions, details of which appear in Item No. 4 herein; and/or (2) capital increase of CPNREIT by the issuance and offer for sale of additional trust units (“Additional Trust Units”), details of which appear in Items No. 5.1 and No. 6.1 herein; and/or (3) the issuance and offer for sale of debentures of CPNREIT, details of which appear in Item No. 7 herein; and/or (4) CPNREIT’s internal cash. The investment of CPNREIT in Group-1 Assets shall also be subject to the following conditions:

(1) Approval of the Unitholders’ Meeting of CPNREIT for the investment in Group-1 Assets; (2) Approval for an issuance and offer for sale of Additional Trust Units (if any) by the Office of the SEC; (3) Achievements for entering into and complying with all agreements relating to the investment in Group-1 Assets; and

Page 6 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

(4) Receipt of adequate funding from the above sources of funds, for investment, whether wholly or partially, in Group-1 Assets.

The REIT Manager has considered various investment factors, e.g. appraised value of each asset, gearing ratio of CPNREIT and projected distribution per unit and/or capital reduction per unit (cash distribution per unit or DPU) that the unitholders will receive after the investment in Group-1 Assets. The investment in Group-1 Assets, whether wholly or partially, will be in the following order, i.e. CentralMarina Project, CentralPlaza Lampang Project, CentralPlaza Surat Thani Project and CentralPlaza Ubon Ratchathani Project, respectively, which is expected to be made by the first quarter of 2020 when the aforesaid conditions are all attained.

For CentralPlaza Rama 2 Project (Renewal Period), after the Unitholders’ Meeting has approved the investment in Group-1 Assets, CPNREIT will enter into an agreement with Central Pattana Rama 2 Company Limited which is expected to be executed by the first quarter of 2020, provided that there will be no payment of rental fees to Central Pattana Rama 2 Company Limited until the commencement of the lease term (i.e. on 16 August 2025). In the meantime, CPNREIT will secure its obligation on payment of the rental fees in the form of cash or a bank guarantee to be issued by a commercial bank or financial institution in the amount of Baht 1,800 million. Nevertheless, CPNREIT will subsequently seek the source of funds for rental payment by considering the reasonableness of capital structure of CPNREIT and situation of capital markets during such time. The preliminary source of funds will be partially from the issuance and offer of the additional trust units in 2025, details of which appear in Item No. 5.2 and No. 6.2 herein.

The investment in Group-1 Assets is considered as an acquisition of assets by CPNREIT with the total value of not exceeding Baht 48,560 million, which exceeds 30 percent of the total asset value of CPNREIT (as of 30 June 2019, the total asset value of CPNREIT is equivalent to Baht 46,954.98 million. As the sponsors of Group-1 Assets include: (1) CPN who holds ownership in CentralMarina Project; (2) Central Pattana Development Company Limited who holds ownership in CentralPlaza Lampang Project and CentralPlaza Surat Thani Project; (3) Central World Company Limited who holds ownership in CentralPlaza Ubon Ratchathani Project; and (4) Central Pattana Rama 2 Company Limited who holds ownership in CentralPlaza Rama 2 Project whereas the major shareholder of Central Pattana Development Company Limited, Central World Company Limited and Central Pattana Rama 2 Company Limited is CPN, who is a major shareholder of the REIT Manager, and who will be appointed as the property manager for management of Group-1 Assets, with the total value of not exceeding Baht 2,396 million. Therefore, the investment in Group-1 Assets and the appointment of the property manager are considered as the transactions between CPNREIT and the connected persons of the REIT Manager with the value exceeding 3 percent of the net asset value of CPNREIT (as of 30 June 2019, the net asset value of CPNREIT is equivalent to Baht 30,022.72 million). In this regard, CPNREIT needs the

Page 7 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

resolution of the unitholders in accordance with the Notification of the Office of the SEC No. SorRor. 26/2555 Re: Provisions concerning Lists and Statements in the Trust Deed of the Real Estate Investment Trust (“Notification SorRor. 26/2555”), which requires votes of not less than three-fourths of the total votes of the unitholders attending the meeting and having the right to vote, whereas the unitholder who has a special interest in this matter shall have no right to vote. In this regard, the Information Memorandum regarding the Acquisition of Assets of CPNREIT and the Entering into the Transactions between CPNREIT and Connected Persons of the REIT Manager is set out in Enclosure 2.

In this regard, the Board of Directors’ Meeting has appointed Advisory Plus Company Limited to be the independent financial advisor to render opinions and to analyze information regarding the investment in Group-1 Assets and the connected transaction, for consideration in the relevant matters. The opinion of the independent financial advisor shall be provided in the invitation letter to the Unitholders’ Meeting which shall be further delivered to the unitholders for consideration and approval.

1) To consider, determine, and/or change the nature, condition, and/or method of investment and benefits procurement, details relating to Group-1 Assets, appraisal valuation methods including reasonable investment value and related expenses in order to be in line with the Trust Deed and related laws;

2) To negotiate, agree, prepare, execute, deliver, and/or change any documents and/or other agreements in connection with the investment in Group-1 Assets, including to negotiate and/or contact the Office of the SEC, the Stock Exchange of Thailand (“SET”), governmental authorities, or state-owned organization or any persons in relation thereto;

3) To take any action as necessary or relating thereto in all respects, including to appoint and/or to remove any substitute to carry out and complete the above actions.

Opinion of the REIT Manager: The investment in Group-1 Assets is conducted for the benefit of CPNREIT since the expansion of investment will provide CPNREIT with stable and steady growth. Investment in shopping malls located in good and commercially potential location will stabilize CPNREIT’s operating income through diversification of benefit procurement from immovable properties. The value of assets to be additionally invested by CPNREIT has been calculated by considering various related factors such as (1)

Page 8 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

appraised value of assets conducted by the appraisal companies who are on the approved list of the Office of the SEC; (2) situation of money and capital markets during the period anticipated for investment in Group-1 Assets; (3) reasonable return on investment to the investors; (4) potential of Group-1 Assets from a commercial perspective; (5) interest rates, domestically and internationally; (6) return on investment in the equity and debt instruments, and from other alternative investments; and (7) the value mutually agreed between the lessee and the lessor of leasehold right. The Board of Directors of the REIT Manager considered all factors above and deemed appropriate. In addition, the independent directors have considered information provided by the management of the REIT Manager and the independent financial advisor and have no dissenting opinion and view that the entering into the transactions is appropriate and beneficial to CPNREIT. Additionally, the Board of Directors of the REIT Manager is of the opinion that the appointment of CPN as the property manager is reasonable which will benefit CPNREIT since CPN has experiences and expertise in managing shopping malls, and CPN is also the current property manager which is familiar with the assets. Furthermore, the appointment of the property manager is in compliance with procedures specified in the REIT Manager’s manual, where the fee is one of the factors which shall be taken into account, provided that the management fee is in line with the responsibilities of the property manager. The independent directors have considered information provided by the management of the REIT Manager and the independent financial advisor and have no dissenting opinion, and view that the entering into the transactions is appropriate and beneficial to CPNREIT.

Voting Requirement: The above matter requires the approval from the Unitholders’ Meeting with votes of not less than three-fourths of the total votes of the unitholders attending the meeting and having the right to vote, whereby a unitholder who has a special interest in this matter shall have no right to vote.

2. The Meeting approved to propose to the Unitholders’ Meeting for consideration and approval of an additional investment by CPNREIT in 2 projects; namely, The Ninth Towers Office Building Project; and Unilever House Office Building Project (“Group-2 Assets”) from GLAND Office Leasehold Real Estate Investment Trust (“GLANDRT”), and the appointment of Grand Canal Land Public Company Limited (“GLAND”) and Sterling Equity Company Limited (“Sterling”) to be the property managers, and the connected transactions of the REIT Manager.

The Board of Directors’ Meeting approved to propose to the Unitholders’ Meeting for consideration and approval of an investment by CPNREIT in Group-2 Assets with the total investment value of not exceeding Baht 7,430 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-2 Assets are specified below. For more information regarding Group-2 Assets, investors may consider Enclosure 1.

Page 9 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 Ninth Towers Office Building Project Assignor/Seller GLANDRT Characteristic of the 1. Acquiring leasehold rights over immovable properties and utilities Investment by CPNREIT systems to be transferred from GLANDRT for a remaining term of approximately 27 years whereas the leasehold rights will expire on 18 April 2047. These will comprise the office building area for lease, storeroom area, meeting room area, common area relating to the said areas, and parking area relating to the said areas, which, at present, have been leased by GLANDRT from GLAND. 2. 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 of the project, which are located on and/or fixed on or in the interior of the areas of the building and structures of the project, or on the surface of the building and structures of the project, and/or in the leased areas occupied by tenants in the building and structures of the project, 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. 3. Acquiring rights and obligations under the related agreements to be transferred from GLANDRT, and/or directly entering into any agreements with GLAND relating to or in connection with The Ninth Towers Office Building Project. Property Manager GLAND whereas CPN indirectly holds 67.53 percent of the total issued shares Unilever House Office Building Project Assignor/Seller GLANDRT Characteristic of the 1. Acquiring leasehold rights over immovable properties and utilities Investment by CPNREIT systems to be transferred from GLANDRT for a term of approximately 15 years whereas the leasehold rights will expire on 14 November 2034, comprise of the office building area for lease, storeroom area, meeting room area, common area relating to the said areas, and parking area relating to the said areas, which, at present, have been leased by GLANDRT from Sterling. 2. Ownership of movable assets, i.e. equipment for decoration, tools, instruments, whether permanently fixed or not, including other equipment

Page 10 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

used for the purpose of decorating or facilitating users of the building and structures of the project, which are located on and/or fixed on or in the interior of the areas of the building and structures of the project, or on the surface of the building and structures of the project, and/or in the leased areas occupied by tenants in the building and structures of the project, 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. 3. Acquiring rights and obligations under the related agreements to be transferred from GLANDRT, and/or directly entering into any agreements with GLAND relating to or in connection with Unilever House Office Building Project. Property Manager Sterling, whereas GLAND holds 99.99 percent of the total issued shares

In this regard, the REIT Manager has engaged 2 appraisal companies; namely, Justice and SL, which are on the approved list of appraisal companies of the Office of the SEC, to evaluate the value of assets. The details of the appraised value of Group-1 Assets are specified in the below table.

Project Name Appraised Value Appraised Value The Lowest Investment Value/2 (Unit : Baht Million) by Justice/1 by SL/1 Appraised Value The Ninth Towers Office Building 4,899 4,744 4,744 Not exceeding 5,847 Unilever Office Building 1,285 1,284 1,284 Not exceeding 1,583 Total 6,184 6,028 6,028 Not exceeding 7,430 Remark: 1. Appraisal companies have evaluated the assets based on the income approach method, where the valuation date is the date on which it is expected to invest in the additional assets. (The valuation date of Group-2 Assets is on 1 January 2020.) 2. The investment value of CPNREIT is excluded the registration fees, value added tax, stamp duties, as well as other related fees and expenses.

However, the final investment value of Group-2 Assets may be higher than the lowest price derived from the appraisal report of the appraisal companies for approximately 23.30 percent. The sources of funds for investment in Group-2 Assets may come from: (1) loans from banks and/or financial institutions, details of which appear in Item No. 4 herein; and/or (2) capital increase of Additional Trust Units, details of which appear in Items No. 5.1 and No. 6.1 herein; and/or (3) the issuance and offer for sale of debentures of CPNREIT, details of which appear in Item No. 7 herein; and/or (4) CPNREIT’s internal cash. The investment of CPNREIT in Group- 2 Assets shall also be subject to the following conditions:

Page 11 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

(1) Approval of the Unitholders’ Meeting of CPNREIT for the investment in Group-2 Assets; (2) Approval of the unitholders’ meeting of GLANDRT for the disposition of assets; (3) Approval for an issuance and offer for sale of Additional Trust Units of CPNREIT (if any) by the Office of the SEC; (4) Achievements for entering into and complying with all agreements relating to the investment in Group-2 Assets; and (5) Receipt of adequate funding from the above sources of funds, for investment in Group-2 Assets.

The REIT Manager anticipates that the investment in Group-2 shall be made by the first quarter of 2020 when the aforesaid conditions are all attained. In this regard, when the investment in Group-2 Assets is made, CPNREIT will appoint GLAND to continue being the property manager for The Ninth Towers Office Building Project, and Sterling being the property manager for Unilever House Office Building Project.

The investment in Group-2 Assets is considered as an acquisition of assets by CPNREIT with the total value of not exceeding Baht 7,430 million, and such value exceeds 30 percent of the total asset value of CPNREIT (as of 30 June 2019, the total asset value of CPNREIT is equivalent to Baht 46,954.98 million. In addition, CPNREIT will appoint GLAND to continue being the property manager for The Ninth Towers Office Building Project, and Sterling being the property manager for Unilever House Office Building Project, whereby the major shareholder of GLAND and Sterling (indirectly holding shares through GLAND) is CPN. Therefore, such appointment of the property managers with the total value of not exceeding Baht 273 million deems the transaction between CPNREIT and the connected persons of the REIT Manager with the value exceeding 3 percent of the net asset value of CPNREIT (as of 30 June 2019, the net asset value of CPNREIT is equivalent to Baht 30,022.72 million). In this regard, CPNREIT needs the resolution of the unitholders in accordance with the Notification SorRor. 26/2555, which requires votes of not less than three-fourths of the total votes of the unitholders attending the meeting and having the right to vote, whereas the unitholder who has a special interest in this matter shall have no right to vote. In this regard, the Information Memorandum regarding the Acquisition of Assets of CPNREIT and the Entering into the Transactions between CPNREIT and Connected Persons of the REIT Manager is set out in Enclosure 2.

In this regard, the Board of Directors’ Meeting has appointed Advisory Plus Company Limited to be the independent financial advisor to render opinions, and to analyze information regarding to the investment in Group-2 Assets and the connected transaction, for consideration in the relevant matters. The opinion of the

Page 12 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

independent financial advisor shall be provided in the invitation letter to the Unitholders’ Meeting, which shall be further delivered to the unitholders for consideration and approval.

1) To consider, determine, and/or change the nature, condition, and/or method of investment and benefits procurement, details relating to Group-2 Assets, appraisal valuation methods including reasonable investment value and related expenses in order to be in line with the Trust Deed and related laws;

2) To negotiate, agree, prepare, execute, deliver, and/or change any documents and/or other agreements in connection with the investment in Group-2 Assets, including to negotiate and/or contact the Office of the SEC, the SET, governmental authorities, or state-owned organization or any persons in relation thereto;

3) To take any action as necessary or relating thereto in all respects, including to appoint and/or to remove any substitute to carry out and complete the above actions.

Opinion of the REIT Manager: The investment in Group-2 Assets is conducted for the benefit of CPNREIT since the expansion of investment will provide CPNREIT with stable and steady growth. An investment in office for lease located in good and commercially potential locations will stabilize CPNREIT’s operating income through diversification of benefit procurement from immovable properties. The value of assets to be additionally invested by CPNREIT has been calculated by considering various related factors such as (1) appraised value of assets conducted by the appraisal companies which on the approval list of the Office of the SEC; (2) situation of money and capital markets during the period anticipated for investment in Group-2 Assets; (3) reasonable return on investment to the investors; (4) potential of Group-2 Assets from a commercial perspective; (5) interest rates, domestically and internationally; (6) return on investment in the equity and debt instruments, and from other alternative investments; (7) market capitalization of GLANDRT; and (8) the value mutually agreed between the lessee and the assignor of leasehold right. The Board of Directors of the REIT Manager considered all factors above and deemed appropriate. In addition, the independent directors have considered information provided by the management of the REIT Manager and the independent financial advisor and have no dissenting opinion and view that the entering into the transactions is appropriate and beneficial to CPNREIT. In addition, the investment in office buildings of Group-2 Assets will diversify the investment portfolio and income sources of CPNREIT. Furthermore, CPNREIT has also obtained the right of first

Page 13 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

refusal from GLAND and Sterling and/or the companies under controlled by GLAND and/or Sterling to invest in office buildings in The Grand Rama 9 Project. Notwithstanding the foregoing, the investment policy of CPNREIT remains focusing on the investment in shopping malls. After the investment in Group-2 Assets, the substantial proportion of CPNREIT’s investment, in terms of area size and income, is still investment in the shopping malls. Additionally, the Board of Directors of the REIT Manager is of the opinion that the appointment of GLAND and Sterling as the property managers is reasonable which will benefit CPNREIT since GLAND and Sterling have experience and expertise in managing office buildings, and they are also the current property managers which are familiar with the assets. Furthermore, the appointment of the property managers is in compliance with procedures specified in the REIT Manager’s manual, where the fees are one of the factors which shall be taken into account, provided that the management fees are in line with the responsibilities of the property managers. The independent directors have considered information provided by the management of the REIT Manager and the independent financial advisor and have no dissenting opinion, and view that the entering into the transactions are appropriate and beneficial to CPNREIT.

3. The Meeting approved to propose to the Unitholders’ Meeting for consideration and approval of the amendment of the Property Manager Appointment Agreement for the assets currently invested in by CPNREIT, i.e. CentralPlaza Rama 2 Project, CentralPlaza Rama 3 Project, CentralPlaza Pinklao Project, CentralPlaza Chiangmai Airport Project, Central Festival Pattaya Beach Project.

The Board of Directors’ Meeting approved to propose to the Unitholders’ Meeting for consideration and approval of the amendment of the property manager appointment agreement for the assets currently invested in by CPNREIT, i.e. CentralPlaza Rama 2 Project, CentralPlaza Rama 3 Project, CentralPlaza Pinklao Project, CentralPlaza Chiangmai Airport Project, Central Festival Pattaya Beach Project. The Meeting proposed to amend the part of property management fees under the agreement, the details of which are summarized below.

Page 14 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

Conditions under the Existing Agreement Proposed Conditions for Amendment 1. Fee for rental collection on behalf of the REIT, obtaining 1. Fee for rental collection on behalf of the REIT, to be “at the rate of 3 percent of Net Rental Income of the REIT” “at the rate of not exceeding 3 percent of Net Rental Income of the REIT” 2. Leasing Commission 2. Leasing Commission, inserting “not exceeding” to every rate as to be: 2.1 For Shopping Mall 2.1 For Shopping Mall 1. For renewal lease with existing tenants, obtaining “at the rate of 0.5 month” 1. For renewal lease with existing tenants, to be “at the rate of not exceeding 0.5 month” 2. For entering into new lease agreements, 4 rates depending on terms of 2. For entering into new lease agreements, 4 rates depending on terms of lease lease agreements agreements - Less than 1 year term, obtaining “at the rate of 0.5 month” - Less than 1 year term, to be “at the rate of not exceeding 0.5 month” - 1 year but no more than 3 years term, obtaining “at the rate of 1 month” - 1 year but no more than 3 years term, to be “at the rate of not exceeding 1 month” - 3 years term and above, obtaining “at the rate of 1.5 months” - 3 years term and above, to be “at the rate of not exceeding 1.5 months” - More than 3 years term and the lessee has paid the lump sum fees in - More than 3 years term and the lessee has paid the lump sum fees in advance, to advance, obtaining “at the rate of 3 percent of lump sum fees paid in be “at the rate of not exceeding 3 percent of lump sum fees paid in advance by advance by the lessee” the lessee”

2.2 For Office Building 2.2 For Office Building 1. For renewal lease with existing tenants, obtaining “at the rate of 0.5 month” 1. For renewal lease with existing tenants, to be “at the rate of not exceeding 0.5 month” 2. For entering into new lease agreements, 3 rates depending on terms of 2. For entering into new lease agreements, 3 rates depending on terms of lease lease agreements agreements - Less than 3 years term, obtaining “the rate of 0.5 month” - Less than 3 years term, to be “at the rate of not exceeding 0.5 month” - 3 years term and above, obtaining “the rate of 1 month” - 3 years term and above, to be “at the rate of not exceeding 1 month” - More than 3 years term and the lessee has paid the lump sum fees in - More than 3 years term and the lessee has paid the lump sum fees in advance, to advance, obtaining “at the rate of 3 percent of lump sum fees paid in be “at the rate of not exceeding 3 percent of lump sum fees paid in advance by advance by the lessee” the lessee” 3. Base Management Fee, 3. Base Management Fee, inserting ending statement to exclude CentralPlaza Rama obtaining 2 Project (Renewal Period), to be “at the rate of not exceeding 0.28 percent per year of the value of investment “at the rate of not exceeding 0.28 percent per year of the value of investment properties properties according to the net asset value report of the REIT approved by the according to the net asset value report of the REIT approved by the Trustee in each Trustee in each month, calculated on the last day of each month. However, this month, calculated on the last day of each month. However, this excludes the value of excludes the value of investment properties of hotel” investment properties of hotel and CentralPlaza Rama 2 Project (Renewal Period)” 4. Fee in relation to the sale and purchase of immovable properties of REIT, 4. Fee in relation to the sale and purchase of immovable properties of REIT, inserting obtaining “not exceeding” to be “at the rate of 1.50 percent of value of asset additionally invested in by REIT, “at the rate of not exceeding 1.50 percent of value of asset additionally invested in by and the rate of 0.75 percent of value of sale of immovable properties from REIT” REIT, and the rate of not exceeding 0.75 percent of value of sale of immovable properties from REIT” 5. Fee in relation to controlling of modification and/or development of 5. Fees in relation to controlling of modification and/or development of immovable immovable properties of REIT, obtaining properties of REIT, inserting “not exceeding” to be “at the rate of 2.00 percent of all costs of modification and/or development of “at the rate of not exceeding 2.00 percent of all costs of modification and/or development the modified and/or developed immovable properties of REIT” of the modified and/or developed immovable properties of REIT”

Page 15 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 amendment of the property manager appointment agreement for the assets currently invested in by CPNREIT is the transaction between CPNREIT and the connected persons of the REIT Manager as CPN is the major shareholder of the REIT Manager. The total value of such transaction does not exceed Baht 1,713 million, which is higher than 3 percent of the net asset value of CPNREIT (as of 30 June 2019, the net asset value of CPNREIT is equivalent to Baht 30,022.72 million). In this regard, CPNREIT needs the resolution of the unitholders of not less than three-fourths of the total number of votes of the unitholders attending the meeting and having the right to vote whereas the voting right of the unitholders who has a special interest in such matter shall be restricted according to the Notification SorRor. 26/2555. In this regard, the Information Memorandum regarding the entering into the transactions between CPNREIT and connected persons of the REIT Manager is set out in Enclosure 2.

In this regard, the Board of Directors’ Meeting has appointed Advisory Plus Company Limited to be the independent financial advisor to render opinions, and to analyze information regarding to the amendment of the property manager appointment agreement for the assets currently invested in by CPNREIT and the connected transaction, for consideration in the relevant matters. The opinion of the independent financial advisor shall be provided in the invitation letter to the Unitholders’ Meeting, which shall be further delivered to the unitholders for consideration and approval.

In addition, the REIT Manager deemed it appropriate to propose the Unitholders’ Meeting for consideration and approval of the authorization to the Trustee and/or the REIT Manager to have to power to negotiate, agree, prepare, execute, deliver, and/or change any documents and/or the property manager appointment agreement, and take any action as necessary or relating thereto in all respects, including to appoint and/or to remove any substitute to carry out and complete the above actions.

Opinion of the REIT Manager: The determination of ceiling rates of the property management fees will provide more flexibility in changing and adjusting the property management fees to be suitable for economic situation and be in accordance with the roles and responsibilities of the property managers, than the fixed rates. The REIT Manager views that this proposal of this amendment of the fees will be beneficial for operations of CPNREIT. In any event, the ceiling rates of the property management fees will not exceed the property management fees of the existing property manager appointment agreement.

Page 16 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

4. The Meeting approved to propose to the Unitholders’ Meeting for consideration and approval of the loan transactions and the entering into the transaction that has conflict of interest of CPNREIT.

4.1 To consider and approve the loan transaction

In accordance with CPNREIT’s intention to additionally invest in Group-1 Assets and Group-2 Assets, where the total investment value in such assets does not exceed Baht 33,100 million (including registration fees, value added tax, stamp duties, as well as other fees and expenses relating to the asset investment and funds raising). Parts of the sources of funds for investment in Group-1 Assets and Group-2 Assets will be from loan from commercial banks and/or financial institutions. The Board of Directors’ Meeting therefore approved to propose to the Unitholders’ Meeting for consideration and approval of the loan, the details are as summarized below.

Total Investment Value Not exceeding Baht 33,100 million/1 Total Loan Amount Not exceeding Baht 13,500 million/2 Proportion of Loan to Total Asset Value as of 30 June 2019 Approximately 31 percent Estimated Proportion of Loan to Total Investment Value Approximately 35 percent Estimated Proportion of Loan to Total Asset Value after Investment/3/4 Approximately 27 percent Remark: 1. Total investment value of CPNREIT has included registration fees, value added tax, stamp duties, as well as other fees and expenses relating to the asset investment and funds raising. 2. The total loan amount means the amount that CPNREIT may partially drawdown, repay, and re-drawdown. The new re- drawdown amount may be utilized for development, renovation and/or repair of the assets. 3. Group-1 Assets and Group-2 Assets are expected to be invested by the 1st quarter of 2020. 4. Proportion of the loan to the total asset value of CPNREIT after investment in Group-1 Assets and Group-2 Assets has been completed which excludes the loan facilities for development, renovation and/or repair of the assets. Total asset value of CPNREIT includes the asset value of CentralPlaza Rama 2 (Renewal Period) which is in accordance with the relevant accounting standards. However, if excluding the asset value of CentralPlaza Rama 2 (Renewal Period), the proportion of the loan to the total asset value of CPNREIT will be approximately 33 percent. Nonetheless, the lease liability of CentralPlaza Rama 2 (Renewal Period) is not considered as borrowings under regulations of the Office of the SEC.

The key conditions and details including interest rate, interest payment and provision of related securities (if any) will be as agreed between CPNREIT and the lender(s). Details of the loan shall be further disclosed to the investors by the REIT Manager in the registration statement for issuance and offer for sale of trust units and the prospectus.

The proportion of loan of CPNREIT after investment in Group-1 Assets and Group-2 Assets will still be in accordance with the Notification of the Capital Market Supervisory Board No. TorJor. 49/2555 Re:

Page 17 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

Issuance and Offering of Trust Units of Real Estate Investment Trust (“Notification TorJor 49/2555”) which specifies that real estate investment trusts can borrow money in an amount of no more than 35 percent of their total asset value, or no more than 60 percent of their total asset value if such real estate investment trust has a credit rating of an investment grade from the latest credit rating from a notable rating agency approved by the Office of the SEC within 1 year before the drawdown date of the loan. CPNREIT was rated with an investment grade as AA by TRIS Rating Co., Ltd. on 25 June 2019.

In addition, the REIT Manager deemed it appropriate to propose the Unitholders’ Meeting for consideration and approval of the authorization to the Trustee and/or the REIT Manager to have to power to negotiate, agree, prepare, execute, deliver, and/or change any documents and/or the loan agreement and take any action as necessary or relating thereto in all respects, including to appoint and/or to remove any substitute to carry out and complete the above actions.

Opinion of the REIT Manager: The loan for investment in the additional assets will benefit the unitholders of CPNREIT since it will enhance the capital structure of CPNREIT to be more efficient than only utilizing the funds from the issuance and offer of the Additional Trust Units. It is anticipated that this will enhance return to the unitholders. In addition, the REIT Manager has also considered the liquidity of CPNREIT for the repayment of the loan to be in line with the liquidity of CPNREIT. However, CPNREIT may be in financial risk if it has to repay the loan by refinancing especially when the cash flow of CPNREIT is lower due to the termination of leasehold right of certain assets (in 2024 for CentralPlaza Pinklao Project, in 2037 for Central Festival Pattaya Beach and Hilton Pattaya Hotel, in 2044 for CentralPlaza Chiangmai Airport Project and in 2095 for CentralPlaza Rama 3 Project), including the risk of increased interest cost, and there may affect the distribution to the unitholders as well as there may be necessary for CPNREIT to increase capital by offering and sale of the Additional Trust Units for repayment of the loan.

Voting Requirement: The above matter requires the approval from the Unitholders’ Meeting with majority votes of the unitholders attending the meeting and having the right to vote, whereby a unitholder who has a special interest in this matter shall have no right to vote. If the Unitholders’ Meeting disapproves the loan transactions providing with security, CPNREIT is still obtain loan without security.

4.2 To consider and approve the entering into the transaction that has conflict of interest of CPNREIT

The Board of Directors’ Meeting therefore approved to propose to the Unitholders’ Meeting for consideration and approval of the entering into the transaction that has conflict of interest of CPNREIT due

Page 18 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

to a part of source of funds may be from The Siam Commercial Bank Public Company Limited who is a major shareholder of SCB Asset Management Co., Ltd., the Trustee of CPNREIT. Therefore, the transaction shall be categorized as the acts of conflict of interest of CPNREIT pursuant to the Notification of the Office of the SEC No. SorRor. 27/2557 Re: Regulations relating to Conflict of Interest with Real Estate Investment Trust. The Information Memorandum regarding the entering into the transactions that may be conflict of interest of Trustee is set out in Enclosure 3.

Opinion of the REIT Manager: The borrowing of money from the connected person with the Trustee does not cause the conflict of interest which will decrease the benefit of CPNREIT since the loan conditions will be determined under the arm’s length basis. In addition, such loan, which is the transaction with connected person of the Trustee that may cause the conflict of interest of CPNREIT, is not against the Trust Deed and relevant laws.

Resolution: The above matter requires the approval from the Unitholders’ Meeting with majority votes of the unitholders attending the meeting and having the right to vote, whereby a unitholder who has a special interest in this matter shall have no right to vote. In this regard, there shall be no votes against of more than one-fourth of the total issued units.

However, if the resolution of the Unitholders’ Meeting disapproves the entering into the transaction that has conflict of interest of CPNREIT, or there are votes against of more than one-fourth of the total issued units, CPNREIT will not borrow money from the connected person with the Trustee but it is still able to borrow money from other commercial banks and/or financial institutions who are not connected with the Trustee.

5. The Meeting approved to propose to the Unitholders’ Meeting for consideration and approval of the capital increase of CPNREIT 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 proposes, and for payment of rental fees for CentralPlaza Rama 2 Project (Renewal Period).

5.1 To consider and approve the capital increase of CPNREIT 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 proposes

Since CPNREIT intends to make an additional investment in Group-1 Assets and Group-2 Assets, the Board of Directors’ Meeting approved to propose to the Unitholders’ Meeting for consideration and approval of the capital increase of CPNREIT by issuance and offer for sale of the Additional Trust Units for not

Page 19 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

exceeding 770 million units with the purposes of using monies from such capital raising to invest in Group-1 Assets (excluding payment of rental fees for CentralPlaza Rama 2 Project (Renewal Period)) and Group-2 Assets, and/or to repay the loans drawdown to invest in Group-1 Assets (excluding payment of rental fees for CentralPlaza Rama 2 Project (Renewal Period)) and Group-2 Assets, and/or to pay for other expenses relating to the fund raising and investment in additional assets, and/or for working capital of CPNREIT.

In this regard, the determination of the additional number of units and the additional unit price shall rely on the appraised value of assets to be additionally invested as provided by the appraisal companies who are on the approval list of the Office of the SEC, and any other related factors, which include the following matters:

(1) Situation of money and capital markets during such issuance and offer for sale of Additional Trust Units; (2) Reasonable return on investment to the investors; (3) Potential of assets to be additionally invested from a commercial perspective; (4) Interest rates, domestically and internationally; (5) Return on investment in the equity and debt instruments, and from other alternative investments; and (6) Book building.

However, this number of Additional Trust Units shall not make the projected distribution per unit and/or capital reduction per unit (cash distribution per unit or DPU) that the unitholders will obtain after making investment in these additional assets (projection from 1 April 2020 to 31 March 2021) to be lower than the projected distribution per unit and/or capital reduction per unit (cash distribution per unit or DPU) that the unitholders will obtain if there is no investment in the additional assets (projection from 1 April 2020 to 31 March 2021). In addition, the actual number of Additional Trust Units may be less than the Additional Trust Units stated above. In this regard, the number of Additional Trust Units and the offering price shall be further disclosed to the investors by the REIT Manager in the registration statement for issuance and offer for sale of trust units and the prospectus.

Opinion of the REIT Manager: Increase of capital is one of the alternative funding that the REIT Manager may take into consideration together with the loan for investment in the additional assets. It will also maintain CPNREIT’s debts to be in an appropriate level. The REIT Manager anticipated that this increase of capital will not make the projected distribution per unit and/or capital reduction per unit (cash distribution per unit or DPU) that the unitholders will obtain after making investment in the additional assets (projection from 1

Page 20 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

April 2020 to 31 March 2021) to be lower than the projected distribution per unit and/or capital reduction per unit (cash distribution per unit or DPU) that the unitholders will obtain if there is no investment in the additional assets (projection from 1 April 2020 to 31 March 2021).

5.2 To consider and approve the capital increase of CPNREIT for payment of rental fees for CentralPlaza Rama 2 Project (Renewal Period)

Since CPNREIT intends to make an additional investment in CentralPlaza Rama 2 Project (Renewal Period), the Board of Directors’ Meeting approved to propose to the Unitholders’ Meeting for consideration and approval of the capital increase of CPNREIT by issuance and offer for sale of the additional trust units in year 2025 for not exceeding 630 million units with the purposes of using monies from such capital raising to pay rental fees for CentralPlaza Rama 2 Project (Renewal Period), and/or to repay the loans drawdown to pay rental fees for CentralPlaza Rama 2 Project (Renewal Period), and/or to pay for other costs for payment of rental fees for CentralPlaza Rama 2 Project (Renewal Period), and/or for working capital of CPNREIT.

In this regard, the determination of the additional number of units and the additional unit price shall rely on several factors as follows:

(1) Situation of money and capital markets during such issuance and offer for sale of additional trust units; (2) Reasonable return on investment to the investors; (3) Interest rates, domestically and internationally; (4) Return on investment in the equity and debt instruments, and from other alternative investments; and (5) Book building.

Opinion of the REIT Manager: Increase of capital is one of the alternative funding that the REIT Manager will be utilized together with borrowing monies from loan for payment of rental fees for CentralPlaza Rama 2 Project.

Page 21 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

1) To consider, determine, and/or change the amount of capital increase, model, condition, and/or method of capital increase, number of Additional Trust Units, trust unit price to be issued and offered for sale, together with any other details about the capital increase and/or issuance and offer for sale of additional trust units;

2) To negotiate, agree, prepare, execute, deliver, and/or change any documents and/or other agreements in connection with the increase of capital and/or number of additional trust units, trust unit price to be issued and offered for sale, together with any other details about the capital increase and/or issuance and offer for sale of additional trust units;

3) To take any action as necessary or relating thereto in all respects, including to appoint and/or to remove any substitute to carry out and complete the above actions.

Voting Requirement: The above matter requires the approval from the unitholders’ meeting with votes of not less than three-fourths of the total votes of the unitholders attending the meeting and having the right to vote, whereby a unitholder who has a special interest in this matter shall have no right to vote.

6. The Meeting approved to propose to the Unitholders’ Meeting for consideration and approval of the allocation of Additional Trust Units 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 proposes, and for payment of rental fees for CentralPlaza Rama 2 Project (Renewal Period).

6.1 To consider and approve the allocation of Additional Trust Units 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 proposes

The Board of Directors’ Meeting approved to propose to the Unitholders’ Meeting for consideration and approval of the allocation of Additional Trust Units for not exceeding 770 million units 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 proposes, and for payment of rental fees for CentralPlaza Rama 2 Project (Renewal Period). The details are as follows:

Part 1: To allocate the Additional Trust Units for not less than 75 percent of the total Additional Trust Units of this part to the existing unitholders of CPNREIT pursuant to the names specified in the unitholder registration book in accordance with the proportion of unitholding. However, the Additional Trust Units will not be offered for sale to the unitholders which may cause any actions violating the laws or regulations

Page 22 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

of foreign countries, or result in burden or any actions to be additionally done by CPNREIT to be in compliance with Thai laws (Preferential Public Offering). The offering price will be based on the book building process. The existing unitholders may notify their intention to purchase the Additional Trust Units according to the full entitlement, or more than the entitlement, or less than the entitlement, or to waive their right in subscribing the Additional Trust Units. After allocating the Additional Trust Units to the existing unitholders, the REIT Manager reserves the right to allocate the remaining Additional Trust Units to certain existing unitholders who notify their intention to subscribe the Additional Trust Units more than their entitlement as it deems appropriate.

Part 2: To allocate the Additional Trust Units for not more than 25 percent of the total Additional Trust Units of this part to the existing unitholders of GLANDRT pursuant to the names as specified in the unitholder registration book in accordance with the proportion of unitholding. However, the Additional Trust Units will not be offered for sale to the unitholders which may cause any actions violating the laws or regulations of foreign countries, or result in burden or any actions to be additionally done by CPNREIT to be in compliance with Thai laws (Preferential Public Offering). The offering price will be the same as those offered for Part 1. The existing unitholders of GLANDRT may notify their intention to purchase the Additional Trust Units according to the full entitlement, or more than the entitlement, or less than the entitlement, or to waive their right in subscribing the Additional Trust Units.

After allocating the Additional Trust Units to the existing unitholders of GLANDRT, the REIT Manager reserves the right to allocate the remaining Additional Trust Units to certain existing unitholders of GLANDRT who notify their intention to subscribe the Additional Trust Units more than their entitlement as it deems appropriate.

In the event that the aforesaid allocation of the Additional Trust Units to the existing unitholders of GLANDRT obtaining the subscription right results in fraction of units that cannot be allocated in an integer number, such fraction shall be rounded down to the nearest integer number.

CPNREIT will not offer for sale and allocate the Additional Trust Units in this Part 2 if the Meeting of CPNREIT disapproves the investment in Group-2 Assets, or the meeting of GLANDRT disapproves the disposition of assets to CPNREIT.

Page 23 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

Part 3: To allocate the remaining Additional Trust Units after the allocation and/or subscription under Part 1 and/or Part 2 as mentioned above in: (1) private placement; and/or (2) public offering as it deems appropriate in accordance with the Notification of the Capital Market Supervisory Board No. TorThor. 27/2559 regarding Rules, Conditions and Procedures for Securities Underwriting (“Notification TorThor. 27/2559”) and any other related notifications in the same offering price to that of the Additional Trust Units in Part 1 and Part 2 above.

In the event that the aforesaid allocation of Additional Trust Units to such existing unitholders of CPNREIT and/or GLANDRT (as the case may be) obtaining the subscription right for the Additional Trust Units results in the fraction of units that cannot be allocated in an integer number, such fraction shall be rounded down to the nearest integer number.

In any event, the REIT Manager will allocate the Additional Trust Units to the same person or group of persons for not more than 50 percent of the total issued trust units of CPNREIT by relying on the definition of the same group of persons as specified in the Notification TorJor. 49/2555, together with the definition of the sponsor of the real estate investment trust in accordance with the Notification TorThor. 27/2559. The information appearing in the registration statement for issuance and offer for sale of trust units and/or the prospectus shall be deemed the criteria of allocating the Additional Trust Units to each type of investor. Details of the allocation of Additional Trust Units are set out in Enclosure 4.

Opinion of the REIT Manager: The allocation of the Additional Trust Units of this part will increase the liquidity of the sale and purchase of trust units in the secondary market, and will enlarge the size of total asset value, as well as will offer a good opportunity to the unitholders for a long term investment.

Page 24 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

6.2 To consider and approve the allocation of additional trust units for payment of rental fees for CentralPlaza Rama 2 Project (Renewal Period)

The Board of Directors’ Meeting approved to propose to the Unitholders’ Meeting for consideration and approval of the allocation of additional trust units in year 2025 for not exceeding 630 million units for payment of rental fees for CentralPlaza Rama 2 Project (Renewal Period). The details are as follows:

Part 1: To allocate the additional trust units for not less than 50 percent of such total additional trust units of this part to the existing unitholders of CPNREIT pursuant to the names specified in the unitholder registration book in accordance with the proportion of unitholding. However, the additional trust units will not be offered for sale to the unitholders which may cause any actions violating the laws or regulations of foreign countries, or result in burden or any actions to be additionally done by CPNREIT to be in compliance with Thai laws (Preferential Public Offering). The offering price will be based on the book building process. The existing unitholders may notify their intention to purchase the additional trust units according to the full entitlement, or more than the entitlement, or less than the entitlement, or to waive their right in subscribing the additional trust units.

After allocating the additional trust units to the existing unitholders, the REIT Manager reserves the right to allocate the remaining additional trust units to certain existing unitholders who notify their intention to subscribe the additional trust units more than their entitlement as it deems appropriate.

In the event that the aforesaid allocation of the additional trust units to the existing unitholders obtaining the subscription right results in fraction of units that cannot be allocated in an integer number, such fraction shall be rounded down to the nearest integer number.

Part 2: To allocate the remaining additional trust units after the allocation under Part 1 as mentioned above in: (1) private placement; and/or (2) public offering as it deems appropriate in accordance with the Notification TorThor. 27/2559 and any other related notifications in the same offering price to that of the Additional Trust Units in Part 1.

For any remaining additional trust units after the issuance and offer for sale in Part 2, the REIT Manager reserves the right as it deems appropriate to allocate such remaining portions to existing unitholders who notify their intention to subscribe for the additional trust units more than their entitlement but are not fully allocated according to their intention.

Page 25 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

In the event that the aforesaid allocation of additional trust units to the existing unitholders obtaining the subscription right for the additional trust units results in the fraction of units that cannot be allocated in an integer number, such fraction shall be rounded down to the nearest integer number.

In any event, the REIT Manager will allocate the additional trust units to the same person or group of persons for not more than 50 percent of the total issued trust units of CPNREIT by relying on the definition of the same group of persons as specified in the Notification TorJor. 49/2555, together with the definition of the sponsor of the real estate investment trust in accordance with the Notification TorThor. 27/2559. The information appearing in the registration statement for issuance and offer for sale of trust units and/or the prospectus shall be deemed the criteria of allocating the additional trust units to each type of investor. Details of the allocation of additional trust units are set out in Enclosure 5.

Opinion of the REIT Manager: The allocation of the additional trust units will increase the liquidity of the sale and purchase of trust units in the secondary market, and will enlarge the size of total asset value, as well as will offer a good opportunity to the unitholders for a long term investment.

In addition, the REIT Manager deemed it appropriate to propose to the Unitholders’ Meeting for consideration and approval of the authorization to the Trustee and/or the REIT Manager to take the following actions:

1) To determine, and/or alter any details in connection with an issuance and offer for sale of the additional trust units, as well as to allocate the additional trust units, including but not limited to, the number of the additional trust units, structure of issuance and offer for sale, subscription period, allocation procedures, offering procedures, subscription procedures, subscription payment procedures, exercise ratio in subscription, offering proportion, offering price, as well as any other related conditions and details; and to have the right, under its discretion, in considering the allocation, or rejecting the allocation of the additional trust units to any unitholders or investors if such allocation shall make the issuance and offer for sale of the additional trust units violate the Notification TorThor. 27/2559 and any other related notifications.

2) To fix the record date and/or the book closing date for the unitholders holding the right in the subscription of the additional trust units; and to inform the SET of such schedule and any other related information so that the unitholders shall be further aware of them.

3) To negotiate, agree, prepare, execute, deliver, and/or make any changes in documents, applications for permission, applications for extension, and any necessary evidence relating to the allocation

Page 26 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

of such additional trust units, which include any documents and/or any other agreements in connection with the allocation of additional trust units, the appointment of the financial advisor, underwriter, and subscription agent; and to negotiate, contact with, and/or submit the applications for permission, applications for extension and any other related evidence to the Office of the SEC, the SET, government authorities, or state-owned organizations or any persons for the matter, and for listing such additional trust units on the SET, etc.

4) To take any action as necessary or relating thereto in all respects, including to appoint and/or to remove any substitute to carry out and complete the above actions.

Voting Requirement: The above matter requires the approval from the unitholders’ meeting with majority votes of the unitholders attending the meeting and having the right to vote. A unitholder who has a special interest in this matter shall have no right to vote.

7. The Meeting approved to propose to the Unitholders’ Meeting for consideration and approval of the issuance and offer for sale of debentures.

The Board of Directors’ Meeting approved to propose to the Unitholders’ Meeting for consideration and approval of the issuance and offer for sale of debentures in accordance with the Notification of the Capital Market Advisory Board No. TorJor. 82/2558 regarding Application for and Approval of Offer for Sale of Newly Issued Debentures of Real Estate Investment Trusts. The details are summarized as follows:

Objectives To invest in additional assets and/or repay loans under the loan agreement or any other debts and/or for expenses relating to the fund raising and investment in the additional assets and/or the issuance and offer for sale of debentures and/or the repayment of such debts (either in whole or in part) and/or to be a source of funding of CPNREIT in the future pursuant to the objectives and conditions specified in the Trust Deed Offer for sale Debentures may be issued domestically and/or internationally to public investors and/or offered for sale under a private placement basis, and/or offered for sale to institutional investors and/or high-net-worth investors, and/or specific investors, and/or investors with specific characteristics, and/or any other investors to be notified and imposed by the Capital Market Advisory Board, either offered entirely in one or more tranches in a single issue or multiple issues as well as the offering for sale to the existing debentureholders that such debentures will be shortly repaid or early redeemed in accordance with the relevant laws, regulations, rules or notification as well as the approval from the relevant governmental authorities.

Page 27 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

Type Debentures with or without a name registered, unsubordinated, secured or unsecured debentures, perpetual or tenured, subject to the market conditions or any other factor at the time of offering Amount At any moment not exceeding Baht 13,500 million on revolving basis (excluding the existing amount of debentures and outstanding amount of existing loan). In any event, the total outstanding amount of new debentures, and new loan as per the details appear in Item No. 4 herein, will not exceed Baht 13,500 million. Currency Thai Baht Term Subject to the appropriate financial costs and principle repayment procedures Interest Subject to the suitability and market conditions at the time of offering

1) To determine and/or change details and other conditions in relation to the issuance and offer for sale of debentures e.g. name, offering procedures, number of debentures issued and sold each time, type of debenture, security, offering price per unit, tenor, maturity, early redemption, interest rate, principle and interest payment procedures, allocation procedures and details of the offering, etc.

2) To negotiate, agree, execute in any related documents and/or agreements and to take any action as necessary or relating to this issuance and offer for sale of debentures including prepare and submit application and other documents to the SEC, relevant authorities, the registration of such debentures as security with the SET and/or The Thai Bond Market Association or other secondary market and take other actions as necessary or relating to the issuance and offer for sale of such debentures until completion and in accordance with requirements of the laws.

Opinion of the REIT Manager: In order to lessen the financial costs of CPNREIT, the REIT Manager views that the issuance and offer for sale of debentures will be one of the alternatives that will decrease the financial costs of CPNREIT since the interest rate in the debentures market is inclined to be lower than interest under loans from banks or financial institutions.

Voting Requirement: The above matter requires the approval from the unitholders’ meeting with majority votes of the unitholders attending the meeting and having the right to vote, whereby a unitholder who has a special interest in this matter shall have no right to vote.

Page 28 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

8. The Meeting approved to propose to the Unitholders’ Meeting for consideration and approval of the amendment of the Trust Deed.

The Board of Directors’ Meeting approved to propose to the Unitholders’ Meeting for consideration and approval of the amendment of the Trust Deed in order that it would be relevant to the matters proposed to the Unitholders Meeting as follows:

(1) To revise information of assets to be additionally invested by CPNREIT by adding information in connection with Group-1 Assets and Group-2 Assets. In addition, to revise that it should be able to amend the Trust Deed from time to time subject to the assets successfully invested pursuant to details of which appear in Item No. 1 and Item No. 2 herein; and

(2) To revise Enclosure 6 (Fee and Expenses) of the existing Trust Deed in Item No. 10 relating to leasing commission for procuring tenants in shopping mall, and in Item No. 11 relating to leasing commission for procuring tenants in office buildings by indicating the ceiling to every rate by adding the word “not exceeding”. The new statements are as follows:

Percentage of Ceiling Fees Per Year or at No. Fees and Expenses Collected from CPNREIT Period of Collection Completion of Each Transaction

10. Leasing Commission for procuring tenants in Calculated from monthly rental fee of each tenant On occurrence of the shopping malls transaction 1) For renewal lease with existing tenants Not exceeding 0.5 month 2) For entering into new lease agreements, 4 rates depending on terms of lease agreements - Less than 1 year term Not exceeding 0.5 month - 1 year but no more than 3 years term Not exceeding 1 month - 3 years term and above Not exceeding 1.5 months - More than 3 years term and the lessee has Not exceeding 3 percent of lump sum fees paid paid the lump sum fees in advance in advance by the lessee Whereby, the property manager will charge the Leasing Commission for the agreements of a term with more than one month, while the service agreements of promotion areas or other agreements relating to advertisement media, such as video wall or light box, etc. will not be charged.

Page 29 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

Percentage of Ceiling Fees Per Year or at No. Fees and Expenses Collected from CPNREIT Period of Collection Completion of Each Transaction

11. Leasing Commission for procuring tenants in office Calculated from monthly rental fee of each tenant On occurrence of the buildings transaction 1) For renewal lease with existing tenants Not exceeding 0.5 month 2) For entering into new lease agreements, 3 rates depending on terms of lease agreements - Less than 3 year term Not exceeding 0.5 month - 3 years term and above Not exceeding 1 month - More than 3 years term and the lessee has Not exceeding 3 percent of lump sum fees paid paid the lump sum fees in advance in advance by the lessee Whereby, the property manager will charge the Leasing Commission for the agreements of a term with more than one month, while the service agreements of promotion areas or other agreements relating to advertisement media, such as video wall or light box, etc. will not be charged.

(3) To revise Enclosure 6 (Fee and Expenses) of the existing Trust Deed in Item No. 12 relating to fee for rental collection on behalf of the REIT. The new statements are as follows:

Percentage of Ceiling Fees Per Year or at No. Fees and Expenses Collected from CPNREIT Period of Collection Completion of Each Transaction

12. Fee for rental collection on behalf of the REIT, At the rate of not exceeding 3 percent of Net Monthly excluding The Ninth Towers Office Building Project Rental Income of the REIT and Unilever House Office Building Project Whereby, the Net Rental Income means all incomes from lease agreements and service agreements before deducting any expenses, including incomes from promotion areas, and direct or indirect incomes from operation of shopping mall, excluding compensations or reimbursements, such as property tax (or other similar tax) or insurance premiums reimbursed from tenants, and deducting the rental discount rate. (The rental income will be adjusted with the difference between rental income according to the Thai Accounting Standard No. 17 (or as may

Page 30 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

Percentage of Ceiling Fees Per Year or at No. Fees and Expenses Collected from CPNREIT Period of Collection Completion of Each Transaction

be amended or replaced by other Thai Accounting Standard), and rental income from lease agreements.)

(4) To revise Enclosure 6 (Fee and Expenses) of the existing Trust Deed, by adding the new Clause 12.1, with the new statements as follows:

Percentage of Ceiling Fees Per Year or at No. Fees and Expenses Collected from CPNREIT Period of Collection Completion of Each Transaction

12.1 Fee for rental collection on behalf of the REIT, for At the rate of not exceeding 5 percent of Gross Monthly The Ninth Towers Office Building Project and Property Operating Revenue per year Unilever House Office Building Project Whereby, Gross Property Operating Revenue means income from rental fees, service fees and other incomes from procuring benefits from the investment properties of the REIT, approved by the Trustee and the REIT Manager as in the net asset value. (The rental income will be adjusted with the difference between rental income according to the Thai Accounting Standard No. 17 (or as may be amended or replaced by other Thai Accounting Standard), and rental income from lease agreements.)

(5) To revise Enclosure 6 (Fee and Expenses) of the existing Trust Deed in Item No. 14 relating to incentive fees (for shopping malls and office buildings) by excluding The Ninth Tower Office Building Project and the Unilever House Office Building Project. The new statements are as follows:

Percentage of Ceiling Fees Per Year or at No. Fees and Expenses Collected from CPNREIT Period of Collection Completion of Each Transaction

14. Incentive fee (for shopping malls and office At the rate of not exceeding 2.35 percent of Net Monthly buildings), excluding The Ninth Towers Office Property Income Building Project and Unilever House Office Whereby, Net Property Income means all Building Project revenues from properties received by the REIT

Page 31 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

Percentage of Ceiling Fees Per Year or at No. Fees and Expenses Collected from CPNREIT Period of Collection Completion of Each Transaction

deducted by all costs and expenses from procuring benefits from the properties, excluding fees and expenses of the REIT, such as fees for the property manager or fee for the REIT Manager (the costs and expenses from the lease will be adjusted with the difference between costs and expenses from the lease according to the Thai Accounting Standard No. 17 (or as may be amended or replaced by other Thai Accounting Standard), and costs and expenses from lease agreements.).

(6) To revise Enclosure 6 (Fee and Expenses) of the existing Trust Deed, by adding the new Clause 14.1, with the new statements as follows:

Percentage of Ceiling Fees Per Year or at No. Fees and Expenses Collected from CPNREIT Period of Collection Completion of Each Transaction

14.1 Incentive fee (for The Ninth Towers Office Building At the rate of not exceeding 4 percent of Property Monthly Project and Unilever House Office Building Project) EBITDA per year Whereby, Property EBITDA means Gross Property Operating Revenue deducted by all costs and expenses from procuring benefits from the properties (the costs and expenses from the lease will be adjusted with the difference between costs and expenses according to the Thai Accounting Standard No. 17 (or as may be amended or replaced by other Thai Accounting Standard), and costs and expenses from lease agreements.).

Opinion of the REIT Manager: The amendment of proposed considerations of the property managers is to be in accordance with the management of Group-1 Assets and Group-2 Assets.

Page 32 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

In addition, the Board of Directors’ Meeting deemed it appropriate to notify the Unitholders’ Meeting for acknowledgement since it is not the matter that worsens the right of unitholders. In this regard, CPNREIT will add wordings in the investment policy for clarity, whereby CPNREIT still focuses on the investment in high quality immovable properties and leasehold rights in immovable properties, including the sub-leasing of high quality immovable properties, in particular with the immovable properties in the type of shopping malls. However, such adding will make no changes in the investment policy.

9. The Meeting approved to convene the Extraordinary General Meeting of the Unitholders No. 1/2019 to be on 22 November 2019 at 9.00 a.m., at the World Ballroom on 23rd floor, Centara Grand & Bangkok Convention Center at CentralWorld, for consideration and approval of the following agenda:

Agenda 1 To adopt the minutes of the Annual General Meeting of Unitholders for the year of 2019 Agenda 2 To consider and approve the investment in additional assets of 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, and the appointment of property manager, as well as the entering into connected transactions of the REIT Manager Agenda 3 To consider and approve the investment in additional assets of CPNREIT in 2 projects; namely, The Ninth Towers Office Building Project; and Unilever House Office Building Project (“Group-2 Assets”) from GLAND Office Leasehold Real Estate Investment Trust (“GLANDRT”), and the appointment of Grand Canal Land Public Company Limited (“GLAND”) and Sterling Equity Company Limited (“Sterling”) to be the property managers, as well as the entering into connected transactions of the REIT Manager Agenda 4 To consider and approve an amendment of the Property Manager Appointment Agreement for assets currently invested in by CPNREIT; namely, CentralPlaza Rama 2 Project, CentralPlaza Rama 2I Project, CentralPlaza Pinklao Project, CentralPlaza Chiang Mai Airport Project and Central Festival Pattaya Beach Project Agenda 5 To consider and approve the loan transactions and the entering into the transaction that has conflict of interest with CPNREIT Agenda 5.1 To consider and approve the loan transaction

Page 33 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

Agenda 5.2 To consider and approve the entering into the transaction that has conflict of interest with CPNREIT Agenda 6 To consider and approve the capital increase 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 proposes, and for payment of rental fees for CentralPlaza Rama 2 Project (Renewal Period) Agenda 7 To consider and approve the allocation of additional trust units 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 proposes, and for payment of rental fees for CentralPlaza Rama 2 Project (Renewal Period) Agenda 8 To consider and approve an issuance and offer for sale of debentures Agenda 9 To consider and approve an amendment of the Trust Deed Agenda 10 To consider other matters (if any)

10. Approved the date on which the recorded unitholders who are entitled to attend the Unitholders’ Meeting of CPNREIT No. 1/2019 (Record Date) to be on 31 October 2019.

Please be informed accordingly.

Yours faithfully, -Pirinee Pringsulaka- (Ms. Pirinee Pringsulaka) Chief Executive Officer CPN REIT Management Company Limited

Page 34 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 Enclosure 1

Enclosure 1 Information on Additional Assets

CPN Retail Growth Leasehold REIT (“ CPNREIT ”) wishes to invest in the additional assets as follows:

Group-1 Assets: Properties of Central Pattana Public Company Limited (“ CPN ”) and its subsidiaries (to be collectively referred to as “CPN Group ”) 1. CentralMarina Project 2. CentralPlaza Lampang Project 3. CentralPlaza Surat Thani Project 4. CentralPlaza Ubon Ratchathani Project 5. CentralPlaza Rama 2 Project (Renewal Period)

Group-2 Assets: Properties of Grand Canal Land Public Company Limited and its subsidiaries (to be collectively referred to as “GLAND Group ”) , including properties of GLAND Office Leasehold Real Estate Investment Trust (“ GLANDRT ”) 1. The Ninth Towers Office Building Project 2. Unilever House Office Building Project

Details of the additional assets (to be collectively referred to as the “ Additional Assets ”) will be as follows:

Group-1 Assets A. CentralMarina Project 1) Details of project 1.1) General information of project CentralMarina Project was completely developed and has been operated since July 1995. The project has 3-storey building and 2-storey building without basement. Photo of CentralMarina Project

Attachment 2 Page 1 Enclosure 1

1.2) Location of project CentralMarina Project is located at No. 78/54 Moo 9, Pattaya Sai 2 Road, Nong Prue Sub-District, Banglamung District, Chonburi Province 20260.

Map Showing Location of CentralMarina Project

1.3) Highlights of project - The project was built to serve demands of various customers including local residents, visitors for seminar, visitors for vacation and travelers visiting Pattaya. - The buildings are decorated as a theme mall under the concept “Fisherman Village”. Internal areas are divided into 2 zones which are fashion zone and restaurant zone of more than 250 shops. The project is located in the city near Pattaya Sai 2 Road and formerly known as Central Center Pattaya.

1.4) Property manager At present, CPN is the manager of CentralMarina Project. Upon the investment by CPNREIT in CentralMarina Project, CPNREIT will appoint CPN to continue being the property manager of CentralMarina Project.

2) Details of area to be invested by CPNREIT CPNREIT will invest in areas of CentralMarina Project partially, including parking area and utilities systems relating to the invested areas (to be referred to as the “Project Invested by CPNREIT ”), the details of the areas to be invested by CPNREIT are as follows: Approximate Area to Percentage of be invested by Total Area of Project Area to be Area (as at 30 June 2019) CPNREIT (Square Meters) invested by (Square Meters) CPNREIT Gross Floor Area /1 29,190 34,123 85.5 percent

Attachment 2 Page 2 Enclosure 1

Approximate Area to Percentage of be invested by Total Area of Project Area to be Area (as at 30 June 2019) CPNREIT (Square Meters) invested by (Square Meters) CPNREIT - Gross Leasable Area /2 13,726 16,674 82 .3 percent - Common Area /3 8,867 10,569 83.9 percent - Service Area /4 6,597 6,880 95.9 percent Parking Area 15,959 18,361 86.9 percent (parking capacity (parking capacity approx. 492 cars) approx. 602 cars) Note: 1. Gross Floor Area means gross leasable area, common area and service area. 2. Gross Leasable Area means the areas leased for anchor tenants and in-line tenants only. 3. Common Area means the area where tenants and customers can commonly use. This area includes common areas which can be taken for lease and/or service. 4. Service Area means area in which systems are installed such as elevator, escalator and engine room, etc.

Characteristic of investment by 1. Leasehold/sub-leasehold rights over immovable properties for a CPNREIT in the Project Invested by period of approximately 15 years in which the leasehold/sub- CPNREIT leasehold rights will end on 30 April 2035. These will comprise building areas (partial), common areas, and parking areas which are related to the Project Invested by CPNREIT, in the area of approximately 45,149 square meters.

Attachment 2 Page 3 Enclosure 1

Nonetheless, the leased properties are exclusive of areas leased out to tenants who have made rental payments on a long-term basis and relevant parking areas.

2. Leasehold rights over utilities systems from CPN for a period of approximately 15 years, ending 30 April 2035. These will comprise 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 Invested by CPNREIT, along with other rights relating to or in connection with the aforementioned systems.

3. Ownership of movable assets from CPN, which will comprise equipment for decoration, tools, instruments, whether are permanently fixed or not, including other equipment used for the purpose of decorating or facilitating users of the building and structures of the Project Invested by CPNREIT, which are located on and/or fixed on the exterior or in the interior of the areas of the building and structures of the Project Invested by CPNREIT, or on the surface of the building and structures of the Project Invested by CPNREIT, and/or in the leased areas occupied by tenants in the building and structures of the Project Invested 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. Description of relationship of CPN holds shares in CPN REIT Management Company Limited (the “ REIT Lessor/Seller and the REIT Manager ”) for 99.99 percent. Manager

Attachment 2 Page 4 Enclosure 1

Year ended Year ended Year ended 6 months Item 31 December 31 December 31 December ended 30 2016 2017 2018 June 2019 Occupancy rate 84.4 percent 96.1 percent 95.6 percent 96.0 percent Gross l easable area (square meter s) 13, 457 13,4 75 13,48 4 13,726 Average rental rate 1,470 1,490 1,490 1,460 (baht/square meter/month)/1 Note: 1. Only the in-line tenants excluding temporary tenants

5) Other information of the Project Invested by CPNREIT as at 30 June 2019 5.1) Type of business of tenant in the Project Invested by CPNREIT Occupied Area Type of Business of Tenant Percentage of Occupied Area (Square Meters) Entertainment service 2,842 21.6 percent Food and beverage 3,993 30.3 percent Fashion 2,985 22.6 percent Technology 819 6.2 percent Others 2,540 19.3 percent Total 13,179 100.0 percent

5.2) Proportion of area leased by each type of tenant in the Project Invested by CPNREIT Type of Tenant Occupied Area (Square Meter s) Percent age of Occupied Area Anchor Tenant /1 4,31 2 32.7 percent In -line Tenant 8,86 7 67.3 percent Total 13,179 100.0 percent Note: 1. Anchor Tenant means tenants with area of at least 700 square meters.

5.3) Proportion of area divided as per lease agreement in the Project Invested by CPNREIT Occupied Area Percentage of Type of Lease Agreement (Square Meters) Occupied Area Lease Agreement with Fixed -Rate Rental 9, 327 70.8 percent Consignment Lease Agreement 3,852 29.2 percent Total 13, 179 100 .0 percent

Attachment 2 Page 5 Enclosure 1

5.4) Lease Expiry Profile of the Project Invested by CPNREIT Expiring Leased Area Percentage of Occupied Period (Square Meters) Area July – Dec 2019 8,887 67.4 percent 2020 2,0 86 15.8 percent 2021 14 3 1.1 percent 2022 950 7.2 percent After 2022 - 0.0 percent Other Leasable Area /1 1,113 8.5 percent Total 13,179 100.0 percent Note: 1. Area under lease agreement of less than 1 year B. CentralPlaza Lampang Project 1) Details of project 1.1) General information of project CentralPlaza Lampang Project was completely developed and has been operated since November 2012. The project has 3-storey building with 1-level basement.

Photo of CentralPlaza Lampang Project

1.2) Location of project CentralPlaza Lampang Project is located at No. 319 Super Highway Road, Lampang-Ngao Road, Suan-Dok Sub-District, Mueang Lampang District, Lampang Province 52100.

Attachment 2 Page 6 Enclosure 1

Map Showing Location of CentralPlaza Lampang Project

1.3) Highlights of project - A Lifestyle Shopping Center of the north with a unique Lanna style architecture and distinctive design inspired by wood stencil combining with modern graphic. - Consisting of Robinson Department Store, Tops Markets, B2S, Power Buy, Supersports, OfficeMate, including comprehensive entertainment venue, i.e., movie theatre and leading stores.

1.4) Property manager At present, CPN is the manager of CentralPlaza Lampang Project. Upon the investment by CPNREIT in CentralPlaza Lampang Project, CPNREIT will appoint CPN to continue being the property manager of CentralPlaza Lampang Project.

2) Details of area to be invested by CPNREIT CPNREIT will invest in areas of CentralPlaza Lampang Project partially, including parking area and utilities systems relating to the invested areas (to be referred to as the “Project Invested by CPNREIT ”), the details of the areas to be invested by CPNREIT are as follows: Approximate Area to be Percentage of Area Total Area of Project Area (as at 30 June 2019) invested by CPNREIT to be invested by (Square Meters) (Square Meters) CPNREIT Gross Floor Area /1 31,72 3 35,54 5 89 .2 percent - Gross Leasable Area /2 15,887 19,70 9 80.6 percent - Common Area /3 12,954 12,954 100.0 percent - Service Area /4 2,882 2,882 100.0 percent Parking Area 13,993 22,881 61.2 percent (parking capacity (parking capacity approx. 470 cars) approx. 624 cars)

Attachment 2 Page 7 Enclosure 1

Note: 1. Gross Floor Area means gross leasable area, common area and service area. 2. Gross Leasable Area means the areas leased for anchor tenants and in-line tenants only. 3. Common Area means the area where tenants and customers can commonly use. This area includes common areas which can be taken for lease and/or service. 4. Service Area means area in which systems are installed such as elevator, escalator and engine room.

3) Description of ownership and right of possession and characteristic of investment of CPNREIT Description of ownership and right The land is owned by third parties who have no relationship with CPN of possession over the land of the Group. Central Pattana Development Co., Ltd. (a subsidiary in which CPN Project Invested by CPNREIT Group holds shares approximately for 99.99 percent) holds leasehold rights over the land on which the Project Invested by CPNREIT is located until 16 December 2041. Description of ownership over Central Pattana Development Co., Ltd. holds ownership over buildings, buildings, utilities systems and utilities systems, and movable assets. movable assets of the Project Invested by CPNREIT Characteristic of land utilization by CPNREIT will not invest in the land; however, Central Pattana Development CPNREIT in the Project Invested by Co., Ltd. will allow customers, parties, tenants of CPNREIT including CPNREIT service users of the project to use the land for entrances, exits and passageways within the project. Characteristic of investment by 1. Leasehold rights over immovable properties for a period of CPNREIT in the Project Invested by approximately 22 years from Central Pattana Development Co., Ltd. CPNREIT in which the leasehold rights will end on 16 December 2041. These will comprise building areas (partial), common areas and parking areas which are related to the Project Invested by CPNREIT, in the area of approximately 45,716 square meters.

Nonetheless, the leased properties are exclusive of areas leased out to tenants who have made rental payments on a long-term basis and relevant parking areas.

2. Leasehold rights over utilities systems from Central Pattana Development Co., Ltd. for a period of approximately 22 years, ending 16 December 2041. These will comprise 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

Attachment 2 Page 8 Enclosure 1

structures of the Project Invested by CPNREIT, along with other rights relating to or in connection with the aforementioned systems.

3. Ownership of movable assets from Central Pattana Development Co., Ltd., which will comprise equipment for decoration, tools, instruments, whether are permanently fixed or not, including other equipment used for the purpose of decorating or facilitating users of the building and structures of the Project Invested by CPNREIT, which are located on and/or fixed on the exterior or in the interior of the areas of the building and structures of the Project Invested by CPNREIT, or on the surface of the building and structures of the Project Invested by CPNREIT, and/or in the leased areas occupied by tenants in the building and structures of the Project Invested 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. Description of relationship of Central Pattana Development Co., Ltd. and the REIT Manager are Lessor/Seller and the REIT subsidiaries of CPN where CPN holds shares in Central Pattana Manager Development Co., Ltd. for 99.99 percent, and holds shares in the REIT Manager for 99.99 percent.

4) Past performance of the Project Invested by CPNREIT Year ended Year ended Year ended 6 months Item 31 December 31 December 31 December ended 30 2016 2017 2018 June 2019 Property income (million baht ) 267 277 28 3 137 Net property income (million baht) 178 188 195 95 Occupancy rate 92.4 percent 95.9 percent 94.9 percent 93.6 percent Gross leasable area (square meters) 16,170 16,170 15,887 15,887 Average rental rate 1,150 1,170 1,100 1,080 (baht/square meter/month)/1 Note: 1. Only the in-line tenants excluding temporary tenants

Attachment 2 Page 9 Enclosure 1

5) Other information of the Project Invested by CPNREIT as at 30 June 2019 5.1) Type of business of tenant in the Project Invested by CPNREIT Occupied Area Type of Business of Tenant Percentage of Occupied Area (Square Meters) Entertainment service 3,246 21.8 percent Food and beverage 4,829 32.5 percent Fashion 2,858 19.2 percent Technology 1,248 8.4 percent Others 2,696 18.1 percent Total 14,877 100.0 percent

5.2) Proportion of area leased by each type of tenant in the Project Invested by CPNREIT Leasable Area Percentage of Leasable Area Types of Tenant (Square Meters) Occupied Anchor Tenant /1 3,632 24.4 percent In -line Tenant 11,245 75.6 percent Total 14,877 100.0 percent Note: 1. Anchor Tenant means tenants with area of at least 700 square meters.

5.3) Proportion of Area divided as per Lease Agreement in the Project Invested by CPNREIT Leasable Area Percentage of Leasable Type of Lease Agreement (Square Meters) Area Occupied Lease Agreement with Fixed -Rate Rental 9,090 61.1 percent Consignment Lease Agreement 5,78 7 38.9 percent Total 14,877 100.0 percent

5.4) Lease Expiry Profile of the Project Invested by CPNREIT Expiring Leased Area Period Percentage of Occupied Area (Square Meters) July – Dec 2019 2,187 14.7 percent 2020 2,069 13.9 percent 2021 5,807 39.0 percent 2022 1,829 12.3 percent After 2022 2,431 16.4 percent Other Leasable Area /1 55 4 3. 7 percent Total 14,877 100.0 percent Note: 1. Area under lease agreement of less than 1 year

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C. CentralPlaza Surat Thani Project 1) Details of project 1.1) General information of project CentralPlaza Surat Thani Project was completely developed and has been operated since October 2012. The project has 4-storey building with 1-level basement.

Photo of CentralPlaza Surat Thani Project

1.2) Location of project CentralPlaza Surat Thai Project is located at No. 88 Moo 10, Watpradu Sub-District, Mueang Surat Thani District, Surat Thani Province 84000.

Map Showing Location of CentralPlaza Surat Thani Project

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1.3) Highlights of project - A modern, large and comprehensive Lifestyle Shopping Center under the concept of “The Most Complete Lifestyle Shopping Center in the South” with resort style architecture surrounded by Tropical Architecture Design nature. - Consisting of Surat Thani Convention Hall with the area of approximately 2,500 square meters.

1.4) Property manager At present, CPN is the manager of CentralPlaza Surat Thani Project. Upon the investment by CPNREIT in CentralPlaza Surat Thani Project, CPNREIT will appoint CPN to continue being the property manager of CentralPlaza Surat Thani Project.

2) Details of area to be invested by CPNREIT CPNREIT will invest in areas of CentralPlaza Surat Thani Project partially, including parking area and utilities systems relating to the invested areas (to be referred to as the “ Project Invested by CPNREIT”), the details of the areas to be invested by CPNREIT are as follows: Approximate Area to Total Area of Percentage of Area to be invested by Area (as at 30 June 2019) Project be invested by CPNREIT (Square Meters) CPNREIT (Square Meters) Gross Floor Area /1 56,444 66,528 84.8 percent - Gross Leasable Area /2 26,535 31,262 84.9 percent - Convention Hall Area 2,500 2,500 100.0 percent - Common Area /3 14,766 20,123 73.4 percent - Service Area /4 12,643 12,643 100 .0 percent Parking Area 30,560 36,177 84.5 percent (parking capacity (parking capacity approx. 816 cars) approx. 966 cars) Note: 1. Gross Floor Area means gross leasable area, common area and service area. 2. Gross Leasable Area means the areas leased for anchor tenants and in-line tenants only. 3. Common Area means the area where tenants and customers can commonly use. This area includes common areas which can be taken for lease and/or service. 4. Service Area means area in which systems are installed such as elevator, escalator and engine room.

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3) Description of ownership and right of possession and characteristic of investment of CPNREIT Description of ownership and right The land is owned by Central Pattana Development Co., Ltd. (a subsidiary, of possession over the land of the in which CPN Group holds shares approximately for 99.99 percent). Project Invested by CPNREIT Description of ownership over Central Pattana Development Co., Ltd. holds ownership over buildings, buildings, utilities systems and utilities systems, and movable assets. movable assets of the Project Invested by CPNREIT Characteristic of land utilization by CPNREIT will not invest in the land; however, Central Pattana Development CPNREIT in the Project Invested by Co., Ltd. will allow customers, parties, tenants of CPNREIT including service CPNREIT users of the project to use the land for entrances, exits and passageways within the project. Characteristic of investment by 1. Leasehold rights over immovable properties for a period of CPNREIT in the Project Invested by approximately 30 years from Central Pattana Development Co., Ltd.. CPNREIT These will comprise building areas (partial), common areas, and parking areas which are related to the Project Invested by CPNREIT, in the area of approximately 87,004 square meters.

Nonetheless, the leased properties are exclusive of areas leased out to tenants who have made rental payments on a long-term basis and relevant parking areas.

2. Leasehold rights over utilities systems from Central Pattana Development Co., Ltd. for a period of approximately 30 years. These will comprise 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 Invested by CPNREIT, along with other rights relating to or in connection with the aforementioned systems.

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and/or fixed on the exterior or in the interior of the areas of the building and structures of the Project Invested by CPNREITP, or on the surface of the building and structures of the Project Invested by CPNREIT, and/or in the leased areas occupied by tenants in the building and structures of the Project Invested 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. Description of relationship of Central Pattana Development Co., Ltd. and the REIT Manager are Lessor/Seller and the REIT subsidiaries of CPN where CPN holds shares in Central Pattana Manager Development Co., Ltd. for 99.99 percent, and holds shares in the REIT Manager for 99.99 percent.

4) Past performance of the Project Invested by CPNREIT Year ended Year ended Year ended 6 months Item 31 December 31 December 31 December ended 30 June 2016 2017 2018 2019 Property income (million baht ) 49 6 521 54 3 27 9 Net property income (million baht ) 37 8 409 431 221 Occupancy rate 92.8 percent 90.9 percent 92.3 percent 92.8 percent Gross leasable area (square meters) 26,596 26,535 26,535 26,535 Average rental rate 1,420 1,600 1,480 1,520 (baht/square meter/month)/1 Note: 1. Only the in-line tenants excluding temporary tenants

5) Other information of the Project Invested by CPNREIT as at 30 June 2019 5.1) Type of business of tenant in the Project Invested by CPNREIT Occupied Area Type of Business of Tenant Percentage of Occupied Area (Square Meters) Entertainment service 5,458 22.2 percent Food and beverage 6,307 25.6 percent Fashion 5,826 23.7 percent Technology 2,246 9.1 percent Others 4,781 19.4 percent Total 24,618 100.0 percent

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5.2) Proportion of area leased by each type of tenant in the Project Invested by CPNREIT Types of Tenant Occupied Area (Square Meters) Percentage of Occupied Area Anchor Tenant /1 7,747 31.5 percent In-line Tenant 16,871 68.5 percent Total 24,618 100.0 percent Note: 1. Anchor Tenant means tenants with area of at least 700 square meters. . 5.3) Proportion of area divided as per lease agreement in the Project Invested by CPNREIT Occupied Area (Square Percentage of Occupied Type of Lease Agreement Meters) Area Lease Agreement with Fixed-Rate Rental 13,884 56.4 percent Consignment Lease Agreement 10,73 4 43.6 percent Total 24,618 100.0 percent

5.4) Lease Expiry Profile of the Project Invested by CPNREIT Expiring Leased Area Percentage of Period (Square Meters) Occupied Area July – Dec 2019 4,022 16.3 percent 2020 2,251 9.2 percent 2021 11,331 46.0 percent 2022 1,863 7.6 percent After 2022 4,133 16.8 percent Other Leasable Area /1 1,018 4.1 percent Total 24,618 100.0 percent Note: 1. Area under lease agreement of less than 1 year

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D. CentralPlaza Ubon Ratchathani Project 1) Details of project 1.1) General information of project CentralPlaza Ubon Ratchathani Project was completely developed and has been operated since April 2013. The project has 4-story building with 1-level basement.

Photo of CentralPlaza Ubon Ratchathani Project

1.2) Location of project CentralPlaza Ubon Ratchathani Project is located at No. 311 Moo 7, Jaramae Sub-District, Mueang Ubon Ratchathani District, Ubon Ratchathani Province 34000.

Map Showing Location of CentralPlaza Ubon Ratchathani Project

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1.3) Highlights of project - A modern and comprehensive Lifestyle Shopping Center of Southern Isan with the distinctive design inspired by shapes and lines of lotus leaves and petals which are the symbol of Ubon Ratchathani Province perfectly combining with modern style architecture. - Consisting of Robinson Department Store, Tops Markets, B2S, Power Buy, Supersports, OfficeMate, leading retail stores, including comprehensive entertainment venue, i.e., movie theatre and Fun Planet amusement park.

1.4) Property manager At present, CPN is the manager of CentralPlaza Ubon Ratchathani Project. Upon the investment by CPNREIT in CentralPlaza Ubon Ratchathani Project, CPNREIT will appoint CPN to continue being the property manager of CentralPlaza Ubon Ratchathani Project.

2) Details of area to be invested by CPNREIT CPNREIT will invest in areas of CentralPlaza Surat Thani Project partially, including parking area and utilities systems relating to the invested areas (to be referred to as the “ Project Invested by CPNREIT”), the details of the areas to be invested by CPNREIT are as follows: Approximate Area to be Percentage of Area Total Area of Project Area (as at 30 June 2019) invested by CPNREIT to be invested by (Square Meters) (Square Meters) CPNREIT Gross Floor Area /1 48,265 52,241 92. 4 percent - Gross Leasable Area /2 25,168 29,144 86.4 percent - Common Area /3 16,319 16,319 100.0 percent - Service Area /4 6,778 6,778 100.0 percent Parking Area 21,556 29,593 72.8 percent (parking capacity (parking capacity approx. 768 cars) approx. 973 cars) Note: 1. Gross Floor Area means gross leasable area, common area and service area. 2. Gross Leasable Area means the areas leased for anchor tenants and in-line tenants only. 3. Common Area means the area where tenants and customers can commonly use. This area includes common areas which can be taken for lease and/or service. 4. Service Area means area in which systems are installed such as elevator, escalator and engine room.

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3) Description of ownership and right of possession and characteristic of investment of CPNREIT Description of ownership and right of The land is owned by Central World Co., Ltd. (a subsidiary, in which CPN possession over the land of the Group holds shares approximately for 99.99 percent) Project Invested by CPNREIT Description of ownership over Central World Co., Ltd. holds ownership over buildings, utilities systems, buildings, utilities systems and and movable assets. movable assets of the Project Invested by CPNREIT Characteristic of land utilization by CPNREIT will not invest in land; however, Central World Co., Ltd. will allow CPNREIT in the Project Invested by customers, parties, tenants of CPNREIT including service users of the CPNREIT project to use the land for entrances, exits and passageways within the project. Characteristic of investment by 1. Leasehold rights over immovable properties for a period of CPNREIT in the Project Invested by approximately 30 years from Central World Co., Ltd.. These will CPNREIT comprise building areas (partial), common areas, and parking areas which are related to the Project Invested by CPNREIT, in the area of approximately 69,821 square meters.

Nonetheless, the leased properties are exclusive of areas leased out to tenants who have made rental payments on a long-term basis and relevant parking area.

2. Leasehold rights over utilities systems from Central World Co., Ltd. for a period of approximately 30 years. These will comprise 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 Invested by CPNREIT, along with other rights relating to or in connection with the aforementioned systems.

3. Ownership of movable assets from Central World Co., Ltd., which will comprise equipment for decoration, tools, instruments, whether are permanently fixed or not, including other equipment used for the purpose of decorating or facilitating users of the building and structures of the Project Invested by CPNREIT, which are located on

Attachment 2 Page 18 Enclosure 1

and/or fixed on the exterior or in the interior of the areas of the building and structures of the Project Invested by CPNREITP, or on the surface of the building and structures of the Project Invested by CPNREIT, and/or in the leased areas occupied by tenants in the building and structures of the Project Invested 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. Description of relationship of Central World Co., Ltd. and the REIT Manager are subsidiaries of CPN Lessor/Seller and the REIT Manager where CPN holds shares in Central World Co., Ltd. for 99.99 percent, and holds shares in the REIT Manager for 99.99 percent.

4) Past performance of the Project Invested by CPNREIT Year ended Year ended Year ended 6 months Item 31 December 31 December 31 December ended 30 2016 2017 2018 June 2019 Property income (million baht) 457 480 503 250 Net property income (million baht) 347 371 404 204 Occupancy rate 96.1 percent 95. 9 percent 96. 4 percent 94.8 percent Gross l easable area (square meter s) 25,13 2 25,134 25,13 4 25,168 Average rental rate 1,280 1,320 1,370 1,380 (baht/square meter/month)/1 Note: 1. Only the in-line tenants excluding temporary tenants

5) Other information of the Project Invested by CPNREIT as at 30 June 2019 5.1) Type of business of tenant in the Project Invested by CPNREIT Occupied Area Type of Business of Tenant Percentage of Occupied Area (Square Meters) Entertainment service 5,607 23.5 percent Food and beverage 5,979 25.1 percent Fashion 5,344 22.4 percent Technology 2,439 10.2 percent Others 4,483 18.8 percent Total 23,852 100.0 percent

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5.2) Proportion of area leased by each type of tenant in the Project Invested by CPNREIT Occupied Area (Square Types of Tenant Percentage of Occupied Area Meters) Anchor Tenant /1 7,203 30.2 percent In -line Tenant 16,649 69.8 percent Total 23 ,852 100.0 percent Note: 1. Anchor Tenant means tenants with area of at least 700 square meters.

5.3) Proportion of area divided as per lease agreement in the Project Invested by CPNREIT Occupied Area Percentage of Occupied Type of Lease Agreement (Square Meters) Area Lease Agreement with Fixed-Rate Rental 13,577 56.9 percent Consignment Lease Agreement 10,275 43.1 percent Total 23,852 100.0 percent

5.4) Lease Expiry Profile of the Project Invested by CPNREIT Expiring Leased Area Percentage of Occupied Period (Square Meters) Area July – Dec 2019 2,020 8.5 percent 2020 3,695 15.5 percent 2021 1,640 6.9 percent 2022 15,633 65.5 percent After 2022 0 0.0 percent Other Leasable Area /1 864 3.6 percent Total 23,852 100.0 percent Note: 1. Area under lease agreement of less than 1 year

E. CentralPlaza Rama 2 Project (Renewal Period) 1) Details of project 1.1) General information of project CentralPlaza Rama 2 Project was completely developed and has been operated since December 2002. The project has 5-storey building with 1-level basement.

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Photo of CentralPlaza Rama 2 Project

1.2) Location of project CentralPlaza Rama 2 Project is located at No. 160 Rama 2 Road, Samae Dam Road, Bangkhunthien District, Bangkok 10150.

Map Showing Location of CentralPlaza Rama 2 Project

1.3) Highlights of project - CentralPlaza Rama 2 is a comprehensive shopping center and is the destination for people living in southern area of Bangkok and neighboring provinces which are now becoming new residential areas where villages and condominiums have been developed continually. In the project, there are potential anchor tenants such as Central Department Store, Tops Markets, OfficeMate, Supersports and B2S, including retail shops, food center and movie theatre to serve demand of customers comprehensively. - Furthermore, there are activity areas: Rama 2 Hall which can organize various activities and entertainments, and recreational area for family which is a large park for relaxation of customers and people living in the southern area of Bangkok, including the area for holding entertainment

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activities, sport field as well as annual festivals that can attract customers to visit the shopping center.

1.4) Property manager At present, CPN is the manager of CentralPlaza Rama 2 Project. Upon commencement of the lease period of CentralPlaza Rama 2 for a period of approximately 30 years (commencing from 16 August 2025), CPNREIT will appoint CPN to continue being the property manager of CentralPlaza Rama 2 Project.

2) Details of area to be invested by CPNREIT CPNREIT will invest in areas of CentralPlaza Rama 2 Project partially, including parking area and utilities systems relating to the invested areas (to be referred to as “Project Invested by CPNREIT”), the details of the areas to be invested by CPNREIT are as follows: Approximate Area to be Percentage of Area Total Areas of Project Area (as at 30 June 2019) invested by CPNREIT to be invested by (Square Meters) (Square Meters) CPNREIT Gross Floor Area /1 162,089 162,089 100.0 percent - Gross Leasable Area /2 92,292 92,292 100.0 percent - Convention Hall 3,000 3,000 100.0 percent - Common Area /3 46,129 46,129 100.0 percent - Service Area /4 20,668 20,668 100.0 percent Parking Area 102,441 117,910 86.9 percent (parking capacity (parking capacity approx. 2,857 cars) 3,201 cars) Note: 1. Gross Floor Area means gross leasable area, common area and service area. 2. Gross Leasable Area means the areas leased for anchor tenants and in-line tenants only. 3. Common Area means the area where tenants and customers can commonly use. This area includes common areas which can be taken for lease and/or service. 4. Service Area means area in which systems are installed such as elevator, escalator and engine room.

3) Description of ownership and right of possession and characteristic of investment of CPNREIT Description of ownership and right of The land is owned by third parties who have no relationship with CPN possession over the land of the Group. Central Pattana Rama 2 Co., Ltd. (a subsidiary in which CPN Group Project Invested by CPNREIT holds shares approximately for 99.99 percent) possesses leasehold rights over the land until 15 August 2055. At present, the land has been sub- leased to CPNREIT until 15 August 2025.

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Description of ownership over Central Pattana Rama 2 Co., Ltd. holds ownership over buildings and buildings, utilities systems and utilities systems which have been leased out to CPNREIT until 15 August movable assets of the Project 2025; provided that CPNREIT holds ownership of movable assets in the Invested by CPNREIT project. Characteristic of land utilization by At present, CPNREIT holds sub-leasehold rights over the land on which CPNREIT in the Project Invested by CentralPlaza Rama 2 Project is located. The lease agreement will end on CPNREIT 15 August 2025.

Thus, for the investment in CentralPlaza Rama 2 Project (Renewal Period) for a period of approximately 30 years from 16 August 2025 to 15 August 2055, CPNREIT will not invest in the land; however, Central Pattana Rama 2 Co., Ltd. will allow customers, parties, tenants of CPNREIT including service users of the project to use the land for entrances, exits and passageways within the project. Characteristic of investment by 1. Leasehold right s over immovable properties for a period of 30 years CPNREIT in the Project Invested by from Central Pattana Rama 2 Co., Ltd.. The leasehold rights will have CPNREIT a period commencing from 16 August 2025 to 15 August 2055. These will comprise building areas (partial), common areas, and parking areas which are related to the Project Invested by CPNREIT, in the area of approximately 264,530 square meters.

2. Leasehold rights over utilities systems from Central Pattana Rama 2 Co., Ltd. for a period of approximately 30 years. The leasehold rights will have a period commencing from 16 August 2025 to 15 August 2055. These will comprise 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 Invested by CPNREIT, along with other rights relating to or in connection with the aforementioned systems.

3. At present, CPNREIT is the owner of movable assets of CentralPlaza Rama 2 Project, therefore, there will be no additional investment in these assets.

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Description of relationship of Central Pattana Rama 2 Co., Ltd. and the REIT Manager are subsidiaries Lessor/Seller and the REIT Manager of CPN where CPN Group holds shares in Central Pattana Rama 2 Co., Ltd. for 99.99 percent, and holds shares in the REIT Manager for 99.99 percent.

4) Past performance of the Project Invested by CPNREIT Year ended Year ended Year ended 6 months Item 31 December 31 December 31 December ended 6 2016 2017 2018 June 2019 Property income (million baht ) 1,508 1,546 1,699 859 Net propert y income (million Baht ) 1,261 1,295 1,443 744 Occupancy rate 90.4 percent 89.1 percent 95.8 percent 95.9 percent Gross leasable area (square meters) 93,030 94,011 92,575 92,292 Average rental rate 1,830 1,870 1,870 1,880 (baht/square meter/month)/1 Note: 1. Only the in-line tenants excluding temporary tenants

5) Other information of the Project Invested by CPNREIT as at 30 June 2019 5.1) Type of business of tenant in the Project Invested by CPNREIT Occupied Area Types of Business of Tenant Percentage of Occupied Area (Square Meters) Department Store 31,961 36.1 percent Entertainment service 8,472 9.6 percent Food and beverage 12,053 13.6 percent Fashion 11,805 13.3 percent Technology 6,418 7.3 percent Others 17,803 20.1 percent Total 88,512 100.0 percent

5.2) Proportion of area leased by each type of tenant in the Project Invested by CPNREIT Type of Tenant Occupied Area (Square Meters) Percentage of Occupied Area Anchor Lessee /1 44,098 49.8 percent In-line Lessee 44,414 50.2 percent Total 88,512 100.0 percent Note: 1. Anchor Tenant means tenants with area of at least 700 square meters.

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5.3) Proportion of area divided as per lease agreement in the Project Invested by CPNREIT Occupied Area Percentage of Occupied Type of Lease Agreement (Square Meters) Area Lease Agreement with Fixed-Rate Rental 42,373 47.9 percent Consignment Lease Agreement 46,139 52.1 percent Total 88,512 100.0 percent

5.4) Lease Expiry Profile of the Project Invested by CPNREIT Expiring Leased Area Percentage of Occupied Period (Square Meters) Area July – Dec 2019 19,165 21.6 percent 2020 22,558 25.5 percent 2021 10,443 11.8 percent 2022 6,939 7.8 percent After 2022 27,050 30.6 percent Other leasable area /1 2,357 2.7 percent Total 88,512 100. 0 percent Note: 1. Area under lease agreement of less than 1 year

Group-2 Assets A. The Ninth Towers Office Building Project 1) Details of project 1.1) General information of project The Ninth Towers Office Building Project was completely developed and has been operated since February 2014. The project comprises 34-storey Tower A with 2-level basement and 32-storey Tower B with 2- level basement. The basement, G floor and the 2 nd floor of both towers are leasable area for retail and common area connecting between Tower A and Tower B. The parking area is on 3rd – 10 th floor with parking capacity of approximately 1,053 cars. The Ninth Towers Office Building Project is part of the Grand Rama 9 Project which is developed by GLAND Group to be a new central business district on the area located at the corner of Rama 9 Road and Ratchadaphisek Road intersection.

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Photo of The Ninth Towers Office Building Project

1.2) Location of project The Ninth Towers Office Building Project is located at No. 33/4, Rama 9 Road, Huaykwang Sub-District, Huaykwang District, Bangkok 10310.

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Photo showing location of The Ninth Towers Office Building Project

1.3) Highlights of project - A quality office building with convenient transportation located in the potential area of business and commercial center in the heart of the city. The project location is convenient to access as it is in the area that can connect to MRT Rama 9 station. (approx. 600 meters walking distance) - An office building with beautiful, distinctive and modern architecture, form and decoration. The building has a management that emphasizes on providing quality security system, fire protection system and elevator system together with number of elevators which are sufficient for use. In addition, the systems in the building are maintained in order to solve problems promptly. The building also has a good management in sanitary for cleanliness and orderliness of properties where regular inspections routines on public utilities systems, conditions of equipment such as elevator and fire protection system will be proceeded according to their schedules and standards.

1.4) Property manager At present, GLAND is the property manager of The Ninth Towers Office Building Project for GLANDRT. Upon the investment by CPNREIT in The Ninth Towers Office Building Project, CPNREIT will appoint GLAND to continue being the property manager of The Ninth Towers Office Building Project.

2) Details of area to be invested by CPNREIT CPNREIT will invest in areas of The Ninth Towers Office Building Project partially, including parking area and utilities systems relating to the invested areas (to be referred to as “Project Invested by CPNREIT”), the details of areas to be invested by CPNREIT are as follows:

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Percentage of Approximate Area to be Total Area of Project Area to be Area (as at 30 June 2019) invested by CPNREIT (Square Meters) invested by (Square Meters) CPNREIT Area of Project 68,791 90,012 76.4 percent - Office Leasable Area of Tower A 34,760 34,760 100.0 percent - Office Leasable Area of Tower B 24,977 24,977 100.0 percent - Leasable Area for Retail Store - 5,771 0.0 percent - Convention Room Area /1 3,068 3,068 100.0 percent - Store Room Area /1 299 299 100.0 percent - Common Area and Service Area /2/3 5,687 21,137 26.9 percent Parking Area 27,206 31,195 87.2 Percent (parking capacity (parking capacity approx. 974 cars) 1,053 cars) Note: 1. Conference Room Area and Store Room Area can be used for generating income. 2. Common Area means the area where tenants and customers can commonly use. This area includes common areas which can be taken for lease and/or service. 3. Service Area means area in which systems are installed such as elevator, escalator and engine room.

3) Description of ownership and right of possession and characteristic of investment of CPNREIT Description of ownership and right of The land is owned by GLAND (a subsidiary, in which CPN Group holds possession over the land of the shares approximately for 67.53 percent) Project Invested by CPNREIT Right to use entrance & exit of the Entrance & Exit of The Grand Rama 9 Project on the side of Rama 9 Road: Project Invested by CPNREIT The Grand Rama 9 Project has been granted permission by Civil Engineering Office of Bangkok to cut pavement for connecting the entrance and exit to Rama 9 road. Therefore, such permission has conditions that people shall be allowed to use the roads within the project as a shortcut between Ratchadaphisek Road and Rama 9 road without blocking.

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requires to conduct anything for safety maintenance of the train system and for safety of people living nearby the train system, either directly and/or indirectly, or for benefit of any people or public, MRT shall have power to change, relocate and reduce size of the area under the permitted land, either in whole or in part, including to terminate such permission without any prior notice.

Passageways in The Grand Rama 9 Project: GLAND will provide passageways in The Grand Rama 9 Project for accessing to public roads for benefits of tenants and service users of The Ninth Towers Office Building Project and Unilever House Office Building Project, including dependents of such persons. Description of ownership over - GLAND holds ownership over buildings and utilities systems of the project buildings, utilities systems and on parts in which CPNREIT will invest. These will comprise office building movable assets of the Project areas for lease, store room areas, convention room areas and common Invested by CPNREIT areas in relation to such areas (Tower A, 12 th Floor, 14 th to 36 th Floor, in total of 24 floors and Tower B, 12 th Floor, 14 th to 34 th Floor, in total of 22 floors) and parking areas relating to such areas (4th to 10 th Floor) and related utilities systems from GLAND, the remaining lease period is approximately 27 years, ending on 18 April 2047.

- GLANDRT holds ownership of movable assets which is relating to the project in which CPNREIT will invest. Characteristic of land utilization by CPNREIT will not invest in the land, but GLAND will allow CPNREIT, CPNREIT in the Project Invested by customers, parties and tenants of CPNREIT, including service users of the CPNREIT project to use the land for entrances and exits, and passageways in the project. Description of the investment by 1. Acquiring leasehold rights over immovable properties to be transferred CPNREIT in the Project Invested by from GLANDRT for a remaining term of approximately 27 years CPNREIT whereas the leasehold rights will expire on 18 April 2047. These will comprise office building areas for lease, store room areas, convention room areas, common areas relating to the said areas (Tower A, 12 th Floor, 14 th – 36 th Floor, in total of 24 floors and Tower B, 12 th Floor, 14 th – 34 th Floor, in total of 22 floors), and parking areas relating to the said

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areas (4th – 10 th Floor), in the area of approximately 95,997 square meters.

2. Acquiring leasehold rights over utilities systems to be transferred from GLANDRT for a remaining term of approximately 27 years whereas the leasehold rights will expire on 18 April 2047. These will comprise electrical system, air conditioning system, sanitary system, fire extinguishment system, communication system and other systems relating and necessary for the Project Invested by CPNREIT.

3. Ownership of movable assets, i.e. equipment for decoration, tools, instruments, whether are permanently fixed or not, including other equipment used for the purpose of decorating or facilitating users of the building and structures of the project, which are located on and/or fixed on or in the interior of the areas of the building and structures of the project, or on the internal surface of the building and structures of the project, and/or in the leased areas occupied by tenants in the building and structures of the project, 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.

4. Acquiring rights and obligations under the related agreements to be transferred from GLANDRT, and/or directly entering into any agreements with GLAND relating to or in connection with The Ninth Towers Office Building Project. Description of relationship of The REIT Manager of GLANDRT is GLAND REIT Management Co., Ltd., a Assignor/Seller and the REIT subsidiary of GLAND Group where CPN Group holds shares in GLAND REIT Manager Management Co., Ltd. for 99.99 percent and holds share in the REIT Manager for 99.99 percent.

4) Past performance of the Project Invested by CPNREIT Year ended Year ended Year ended 6 months Item 31 December 31 December 31 December ended 30 2016 /1 2017 /1 2018 June 2019 Property income (million Baht ) n.a. 322 504 252

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Year ended Year ended Year ended 6 months Item 31 December 31 December 31 December ended 30 2016 /1 2017 /1 2018 June 2019 Net property income (million baht) n.a. 240 349 184 Occupancy rate n.a. 99.6 percent 96.9 percent 99.0 percent Gross l easable area (square meter s) n.a. 62,950 62,950 62,805 Average rental rate n.a. 625 633 636 (baht/square meter/month)/2 Note: 1. GLANRT invested in the assets since 19 April 2017 2. Exclusive of convention room area

5) Other information of the Project Invested by CPNREIT as at 30 June 2019 5.1) Type of business of tenant in the Project Invested by CPNREIT Occupied Area Percentage of Occupied Type of Business of Tenant (Square Meters) Area Manufacturing industries 19,984 33.8 percent Financial services 13,397 22.7 percent Government al authorit ies 5,867 9.9 percent Market ing service s 2,785 4.7 percent Other businesses 17,123 28.9 percent Total 59,156 100.0 percent

5.2) List of top ten tenants in the Project Invested by CPNREIT Occupied Area Type of Business of Percentage of No. Tenant (Square Tenant Occupied Area Meters) FWD Life Insurance Public Company 1 Financial service 6,285 10.6 percent Limited Manufacturing 2 Michelin Siam Company Limited 5,662 9.6 percent industry Electronic Transactions Development Governmental 3 5,083 8.6 percent Agency (Public Organization) authority 4 Krungthai Bank Public Company Limited Financial service 3,118 5.3 percent 5 Diakrit Group of Companies Other business 2,89 7 4. 9 percent The Falcon Insurance Public Company 6 Financial service 1,907 3.2 percent Limited

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Occupied Area Type of Business of Percentage of No. Tenant (Square Tenant Occupied Area Meters) Manufacturing 7 Olympus (Thailand) Co., Ltd. 1,599 2.7 percent industry Grand Canal Land Public Company 8 Other business 1,559 2.6 percent Limited 9 Bangkok Asoke Center Co., Ltd. Other business 1,478 2.5 percent 10 Mudman Public Company Limited Other business 1,444 2.4 percent Total 31,032 52.4 percent . 5.3) Lease Expiry Profile of the Project Invested by CPNREIT Expiring Leased Area Period Percentage of Occupied Area (Square Meters) July –Dec 2019 6,080 10.3 percent 2020 42,110 71.2 percent 2021 9,732 16.5 percent 2022 1,234 2.1 percent After 2022 - 0.0 percent Total 59,156 100.0 percent

B. Unilever House Office Building Project 1) Details of project 1.1) General information of project Unilever House Office Building was completely developed, and operated in December 2014. The project comprises 12-storey building with 1-level basement for office and retail shop leasable together with parking area from 3 rd – 6th floor with parking capacity of approximately 409 cars. Unilever House Office Building Project is part of the Grand Rama 9 Project which is developed by GLAND Group to be a new central business district on the area located at the corner of Rama 9 Road and Ratchadaphisek Road intersection.

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Photo of Unilever House Office Building Project

1.2) Location of project The Unilever House Office Building Project is located at No. 161, Rama 9 Road, Huaykwang, Sub- Distruct, Huaykwang District, Bangkok 10310.

Map Showing Location of Unilever House Office Building Project

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1.3) Highlights of project - Located on the prominent area in the heart of the business center of Bangkok with a modern design. - The tenant of the project is Unilever Thai Trading Co., Ltd. which is a world-class leading company. Unilever Thai Trading Co., Ltd. is the lessee under the lease agreement and service agreement for using as its principle office in Thailand and Asia Pacific Region with the lease period of 20 years (the lease period will end on 14 November 2034). The long-term lease period can reduce risk as it having firmed tenant with the rental rate increasing 12.5 percent of every 3 years. This will firmly secure stability of cash flow of CPNREIT and its unitholders. It also reduces risk in renewal of lease agreement of the assets invested by CPNREIT throughout the lease period of Unilever Thai Trading Co., Ltd.

1.4) Property Manager At present, Sterling Equity Co., Ltd. (“ Sterling ”) is the property manager of Unilever House Office Building Project for GLANDRT. Upon the investment by CPNREIT in Unilever House Office Building Project, CPNREIT will appoint Sterling to continue being the property manager of Unilever House Office Building Project.

2) Details of area to be invested by CPNREIT CPNREIT will invest in areas of Unilever House Office Building Project partially, including parking area and utilities systems relating to the invested areas (to be referred to as Project Invested by CPNREIT ), the details of areas to be invested by CPNREIT are as follows: Approximate Area to Percentage of be invested by Total Area of Project Area to be Area CPNREIT (Square Meters) invested by (Square Meters) CPNREIT Areas of Project 20,141 33,445 60.2 percent - Office Leasable Area 18,527 18,527 100.0 percent - Retail Store Leasable Area - 3,741 0 percent - Common Area and Service Area /1/2 1,614 11,177 14.4 percent Parking Area inside the Building 10,035 13,380 75.0 Percent (parking capacity (parking capacity approx. 322 cars) 409 cars) Note: 1. Common Area means the area where tenants and customers can commonly use. This area includes common areas which can be taken for lease and/or service. 2. Service Area means area in which systems are installed such as elevator, escalator and engine room.

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3) Description of ownership and right of possession and characteristic of investment of CPNREIT Description of ownership and right of The land is owned by Sterling (a subsidiary, in which CPN Group holds possession over the land of the shares approximately for 99.99 percent) Project Invested by CPNREIT Right to use entrance & exit of the Entrance & Exit of The Grand Rama 9 Project on the side of Rama 9 Road: Project Invested by CPNREIT The Grand Rama 9 Project has been granted permission by Civil Engineering Office of Bangkok to cut pavement for connecting the entrance and exit to Rama 9 road. Therefore, such permission has conditions that people shall be allowed to use the roads within the project as a shortcut between Ratchadaphisek Road and Rama 9 road without blocking.

Entrance & Exit of The Grand Rama 9 Project on the side of Ratchadaphisek Road: The Mass Rapid Transit Authority of Thailand (“ MRT ”) issued a letter granting permission to The Grand Rama 9 Project to use the land on such area for entrance and exit to Ratchadaphisek Road. However, if MRT requires to conduct anything for safety maintenance of the train system and for safety of people living nearby the train system, either directly and/or indirectly, or for benefit of any people or public, MRT shall have power to change, relocate and reduce size of the area under the permitted land, either in whole or in part, including to terminate such permission without any prior notice.

Passageways in The Grand Rama 9 Project: GLAND will provide passageways in The Grand Rama 9 Project for accessing to public roads for benefits of tenants and service users of The Ninth Towers Office Building Project and Unilever House Office Building Project, including dependents of such persons. Description of ownership over - Sterling holds ownership over buildings and utilities systems of the buildings, utilities systems and project on parts in which CPNREIT will invest. These comprise office movable assets of the Project building areas for lease, and common areas in relation to such areas (7th Invested by CPNREIT to 12 th Floor, in total of 6 floors) and parking areas relating to such areas (4 th to 6 th Floor) and related utilities systems from Sterling, the remaining lease period is approximately 15 years, ending on 14 November 2034.

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- GLANDRT holds ownership of movable assets which is relating to the project in which CPNREIT will invest. Characteristic of land utilization by CPNREIT will not invest in the land, but Sterling will allow CPNREIT, CPNREIT in the Project Invested by customers, parties and tenants of CPNREIT, including service users of the CPNREIT project to use the land for entrances and exits, and passageways in the project. Description of the investment by 1. Acquiring leasehold rights over immovable properties to be transferred CPNREIT in the Project Invested by from GLANDRT for a term of approximately 15 years whereas the CPNREIT leasehold rights will expire on 14 November 2034, which comprise office building areas for lease and common areas relating to the said areas (7 th – 12 th Floor, in total of 6 floors), and parking areas relating to the said areas (4 th to 6 th Floor), in the area of approximately 30,176 square meters.

2. Acquiring leasehold rights over utilities systems to be transferred from GLANDRT for a term of approximately 15 years whereas the leasehold rights will expire on 14 November 2034. These will comprise electrical system, air conditioning system, sanitary system, fire extinguishment system, communication system and other systems relating and necessary for the Project Invested by CPNREIT.

4. Acquiring rights and obligations under the related agreements to be transferred from GLANDRT, and/or directly entering into any

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agreements with GLAND relating to or in connection with Unilever House Office Building Project. Description of relationship of The REIT Manager of GLANDRT is a subsidiary of CPN Group where CPN Assignor/Seller and the REIT Group holds shares in GLAND REIT Management Co., Ltd. for 99.99 Manager percent and holds shares in the REIT Manager for 99.99 percent.

4) Past performance of Project Invested by CPNREIT 6 months Year ended Year ended Year ended ended 31 Items 31 December 31 December 31 December December 2016 /1 2017 2016 2017 Property income (million baht) n.a. 108 168 83 Net property income (million baht) n.a. 86 121 63 Occupancy rate n.a. 100.0 percent 100.0 percent 100.0 percent Gross leasable area (square meters) n.a. 18,527 18,527 18,527 Average rental rate n.a. 720 720 720 (baht/square meter/month) Note: 1. GLANRT invested in the assets since 19 April 2017

5) Other information of the Project Invested by CPNREIT 5.1) Type of business of tenant in the Project Invested by CPNREIT Type of Business of Tenant Occupied Area Percentage of Occupied (Square Meters) Area Consum able product s 18,52 7 100.0 percent Total 18,52 7 100.0 percent

5.2) List of top ten tenants of the Project Invested by CPNREIT Item Tenant Type of Business Occupied Area Percentage of of Tenant (Square Meters) Occupied Area 1 Unilever Thai Trading Company Consumable 18,52 7 100.0 percent Limited products Total 18,52 7 100.0 percent

5.3) Lease Expiry Profile of the Project Invested by CPNREIT Expiring Leased Area Percentage of Occupied Period (Square Meters) Area July – Dec 2019 - -

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Expiring Leased Area Percentage of Occupied Period (Square Meters) Area 2020 - - 2021 - - 2022 - - After 2022 18,52 7 100.0 percent Total 18,5 27 100.00 percent

Procurement of benefits from the Additional Assets CPNREIT has policy on procurement of benefits from the assets invested by CPNREIT in a form of rental fee and service fee or other similar incomes. In this regard, CPNREIT will appoint CPN to be the property manager for shopping mall assets (Group-1 Assets) and will appoint GLAND and Sterling to be the property manager for The Ninth Towers Office Building Project and Unilever House Office Building Project, respectively (Group-2 Assets). The property managers shall manage and administrate works relating to the immovable properties, i.e., to procure benefits from the Additional Assets in form of provision of area for lease including provision of service relating thereof in accordance with policy and business plan of the REIT Manager. The procurement of benefits shall also include procurement of tenant for the projects, provision of contact, coordination and facilitation to tenants, collecting rental fees and service fees in order to deliver to CPNREIT as well as providing maintenance and reparation to the immovable properties for keeping them in good condition and to be ready for the procurement of benefits.

From the aforementioned forms of the procurement of benefits, the main income that CPNREIT will gain from the investment in the immovable properties in categories of shopping mall and office building will be rental fees and relating service fees which came from the leasing out of areas where CPNREIT will charge for rental fees and relating service fees according to size and location of the leasable area, type of lease, lease period and type of business of a tenant. In addition, CPNREIT will gain other incomes in form of incomes which are relating to the rental fees and service fees such as parking service fee and advertisement signage fee and etc..

Summary of appraised value and investment values of which CPNREIT will invest in the Additional Assets In the investment in the Additional Assets, the REIT Manager has engaged 2 appraisal companies; namely, Justice Property and Appraisal Co., Ltd. (“ Justice ”) and S.L. Standard Appraisal Co., Ltd. (“ SL ”), which are on the approved list of appraisal companies of the Office of the Securities and Exchange Commission, to evaluate the value of Additional Assets. The details of the appraised values and investment values of the Additional Assets are set out in the following table:

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Project Appraised Appraised The Lowest Investment Value by /1 Appraised /2 (Unit : Million Baht) Justice Value by SL Value Value Group-1 Assets CentralMarina 2,283 2,129 2,129 not exceeding 2,768 CentralPlaza Lampang 2,567 2,383 2,383 not exceeding 3,098 CentralPlaza Surat Thani 6,979 6,953 6,953 not exceeding 9,039 CentralPlaza Ubon Ratchathani 6,431 6,354 6,354 not exceeding 8,261 CentralPlaza Rama 2 (Renewal Period) 25,541 25,394 25,394 not exceeding 25,394 /3 not exceeding Total 43,801 43,213 43,213 48,560 Group-2 Assets The Ninth Towers Office Building 4,899 4,744 4,744 not exceeding 5,847 Unilever House Office Building 1,285 1,284 1,284 not exceeding 1,583 not exceeding Total 6,184 6,028 6,028 7,430 Note: 1. Appraisal companies have evaluated the assets based on the income approach method, where the evaluation date is the date on which it is expected to invest in the Additional Assets. (The evaluation date of Group-1 Assets is on 1 April 2020, except that of CentralPlaza Rama 2 Project (Renewal Period) is on 16 August 2025 and the evaluation date of Group-2 Assets is on 16 August 2025). 2. The investment value of CPNREIT is excluded the registration fees, value added tax, stamp duties, as well as other related fees and expenses. 3. The investment value, which CPNREIT will pay, is on the commencement date of the lease term (on 16 August 2025).

The total investment value for Group-1 Assets will not exceed Baht 48,560 million (exclusive of the registration fee, value added tax, stamp duties, as well as other related fees and expenses) which is the value higher than the lowest price derived from the appraisal reports of the appraisal companies for approximately 12.4 percent.

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The total investment value for Group-2 Assets will not exceed Baht 7,430 million (exclusive of the registration fee, value added tax, stamp duties, as well as other related fees and expenses) which is the value higher than the lowest price derived from the appraisal reports of the appraisal companies for approximately 23.3 percent.

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Enclosure 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

1. Acquisition of Additional Assets and Appointment of Property Manager 1.1 Date of Transaction : Acquisition of Additional Assets After the following conditions are all attained. 1. Approval of the Unitholders’ Meeting of CPNREIT for the investment in Group-1 Asset and Group-2 Assets (as the case may be); 2. Approval of the unitholders’ meeting of GLANDRT for the disposition of Group-2 Assets; 3. Approval for an issuance and offer for sale of Additional Trust Units of CPNREIT (if any) by the Office of the SEC; 4. Achievements for entering into and complying with all agreements relating to the investment in asset (as the case may be); and 5. Receipt of adequate funding from, for investment, whether wholly or partially, in Group-1 Assets or Group-2 Assets. Nevertheless, the payment for rental fees of CentralPlaza Rama 2 Project (Renewal Period) will be made by 2025, whereby CPNREIT will subsequently seek the source of funds by considering the reasonableness of equity structure of CPNREIT and situation of capital markets during such time. Appointment of Property Manager When completion of investment in additional assets by CPNREIT. 1.2 Parties Involved and : 1. CPN is the owner and has leasehold rights over partial Relationship with CPNREIT leased areas in the building of CentralMarina Project. It will also be the lessor and sub-lessor of the immovable properties and utilities systems, as well as the seller of movable assets, to CPNREIT. CPN will be appointed as the property manager of

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Enclosure 2

CentralMarina Project, CentralPlaza Lampang Project, CentralPlaza Surat Thani Project, CentralPlaza Ubon Ratchathani Project and CentralPlaza Rama 2 Project (Renewal Period). In this regard, CPN holds 99.99 percent shares in CPN REIT Management Company Limited (the “REIT Manager”). 2. Central Pattana Development Co., Ltd. is the owner of CentralPlaza Lampang Project and CentralPlaza Surat Thani Project. It will also be the lessor of the immovable properties and utilities systems, as well as the seller of movable assets, to CPNREIT. Central Pattana Development Co., Ltd. and the REIT Manager are the subsidiaries of CPN, whereby CPN holds 99.99 percent shares in both Central Pattana Development Co., Ltd. and the REIT Manager. 3. Central World Co., Ltd. is the owner of CentralPlaza Ubon Ratchathani Project. It will also be the lessor of the immovable properties and utilities systems, as well as the seller of movable assets, to CPNREIT. Central World Co., Ltd. and the REIT Manager are the subsidiaries of CPN Group, whereby CPN Group holds 99.99 percent shares in both Central World Co., Ltd. and the REIT Manager. 4. Central Pattana Rama 2 Co., Ltd. is the owner of CentralPlaza Rama 2 Project (Renewal Period). It will also be the lessor of the immovable properties and utilities systems, to CPNREIT. Central Pattana Rama 2 Co., Ltd. and the REIT Manager are the subsidiaries of CPN, whereby CPN holds 99.99 percent shares in both Central Pattana Rama 2 Co., Ltd. and the REIT Manager. 5. GLAND is the owner of The Ninth Towers Office Building Project, and will be the lessor of the immovable properties and utilities systems, to CPNREIT.

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Enclosure 2

GLAND will be appointed as the property manager of The Ninth Towers Office Building Project. In this regard, GLAND and the REIT Manager are the subsidiaries of CPN Group, whereby CPN Group holds 67.53 percent shares in GLAND, and holds 99.99 percent shares in the REIT Manager. 6. Sterling Equity Co., Ltd. (“Sterling”) is the owner of Unilever House Office Building Project, and will be the lessor of the immovable properties and utilities systems, to CPNREIT. Sterling will be appointed as the property manager of Unilever House Office Building Project. In this regard, Sterling and the REIT Manager are the subsidiaries of CPN Group, whereby CPN Group holds 99.99 percent shares in Sterling, and holds 99.99 percent shares in the REIT Manager. 7. GLANDRT has leasehold rights over the immovable properties and utilities systems of The Ninth Towers Office Building Project, the leasehold rights of which will expire on 18 April 2047, and of Unilever House Office Building Project, the leasehold of which will expire on 14 November 2034. GLANDRT is the owner of movable assets of Group-2 Assets, thus, it will be the assignor of such leasehold rights and the seller of the movable assets, to CPNREIT. The REIT Manager of GLANDRT, which is GLAND REIT Management Co., Ltd., and the REIT Manager are subsidiaries of CPN Group, whereby CPN Group holds 99.99 percent shares in GLAND REIT Management Co., Ltd., and holds 99.99 percent shares in the REIT Manager. In any event, the transactions between CPNREIT and GLANDRT are not considered as the transactions of the connected persons of the REIT Manager. 1.3 Characteristics of Conflict of : Acquisition of Additional Assets Interest of the Connected Connected persons of the REIT Manager are the owners of the

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Enclosure 2

Persons with the REIT assets to be invested in by CPNRET, and/or have the Manager leasehold/sub-leasehold rights and/or will assign the leasehold rights and/or sell the assets, to CPNREIT. Appointment of Property Manager Connected persons of the REIT Manager will receive property management fees as being the property managers of the additional assets for CPNREIT. 1.4 General Characteristics of the : Acquisition of Additional Assets Transaction CPNREIT will use the proceeds received from the capital increase and/or loan and/or the internal cash for investment in the additional assets and payment for relevant expenses, whereby the additional assets are as follows: Group-1 Assets 1. CentralMarina Project 2. CentralPlaza Lampang Project 3. CentralPlaza Surat Thani Project 4. CentralPlaza Ubon Ratchathani Project 5. CentralPlaza Rama 2 Project (Renewal Period) Group-2 Assets 1. The Ninth Towers Office Building Project 2. Unilever House Office Building Project Appointment of Property Manager CPN will be appointed as the property manager of CentralMarina Project, CentralPlaza Lampang Project, CentralPlaza Surat Thani Project, CentralPlaza Ubon Ratchathani Project, and CentralPlaza Rama 2 Project (Renewal Period). GLAND will be appointed as the property manager of The Ninth Towers Office Building Project. Sterling will be appointed as the property manager of Unilever House Office Building Project. 1.5 Details of Additional Assets : Please see the details set out in Enclosure 1 re: Information

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Enclosure 2

regarding the Assets to be Additionally Invested. 1.6 Transaction Size : Acquisition of Group-1 Assets and Appointment of Property Manager (Agenda 2 of the EGM) The investment value of Group-1 Assets does not exceed Baht 48,560 million (excluding the registration fees, value added tax, and stamp duties, including other related fees and expenses), details of which are below: Projects Investment Value (Million Baht) Group-1 Assets CentralMarina Project, Not exceeding 2,768 CentralPlaza Lampang Project, Not exceeding 3,098 CentralPlaza Surat Thani Project, Not exceeding 9,039 CentralPlaza Ubon Ratchathani Project Not exceeding 8,261 CentralPlaza Rama 2 Project (Renewal Not exceeding 25,394 Period) (Rental fees to be paid on the commencement of the lease term in 2025) Total Value Not exceeding 48,560 The transaction value of the appointment of the property manager of Group-1 Assets is approximately Baht 2,396 million, calculated from the average property management fees projected by the appraisal companies on the term of 10 years of the property manager appointment agreement of Group-1 Assets. The investment value of Group-1 Assets is considered as the acquisition of the core properties with the transaction size of approximately 103.4 percent of the total asset value of CPNREIT which is more than 30 percent to the total asset value. The investment value of Group-1 Assets and the value of the appointment of the property manager are considered as the connected transactions with the REIT Manager with the transaction size of approximately 169.7 percent of the net asset value of CPNREIT which is more than 3 percent of the net asset

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Enclosure 2 value of CPNREIT, pursuant to the reviewed financial statements ended 30 June 2019. Acquisition of Group-2 Assets and Appointment of Property Managers (Agenda 3 of the EGM) The investment value of Group-2 Assets does not exceed Baht 7,430 million (excluding the registration fees, value added tax, and stamp duties, including other related fees and expenses), details of which are below: Projects Investment Value (Million Baht) Group-2 Assets The Ninth Towers Office Building Project Not exceeding 5,847 Unilever House Office Building Project Not exceeding 1,583 Total Value Not exceeding 7,430 The transaction value of the appointment of the property managers of Group-2 Assets is approximately Baht 273 million, calculated from the average property management fees projected by the appraisal companies on the term of approximately 7 years of the property manager appointment agreements of Group-2 Assets. The investment value of Group-2 Assets is considered as the acquisition of the core properties with the transaction size of approximately 15.8 percent of the total asset value of CPNREIT However, after combining with acquisition of other core properties, the transaction size is more than 30 percent of the total asset value. The value of the appointment of the property managers is considered as the connected transactions with the REIT Manager with the transaction size of approximately 0.9 percent of the net asset value of CPNREIT. However, after combining with other connected transactions of the REIT Manager, the transaction size is more than 3 percent of the net asset value of CPNREIT, pursuant to the reviewed financial statements ended 30 June 2019.

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Enclosure 2

1.7 Basis for Determining the : Acquisition of Additional Assets Value of Consideration The value of additional assets has been calculated by considering various related factors, such as (1) appraised value of assets conducted by the appraisal companies who are on the approved list of the Office of the SEC; (2) situation of money and capital markets during the period anticipated for investment in additional assets; (3) reasonable return on investment to the investors; (4) potential of additional assets from a commercial perspective; (5) interest rates, domestically and internationally; (6) return on investment in the equity and debt instruments, and from other alternative investments; (7) market capitalization of GLANDRT (for Group-2 Assets); (8) Book building results; and (9) the value mutually agreed between the lessee and the lessor of leasehold right, etc. Appointment of Property Manager To be determined in accordance with the duties and responsibilities according to the property manager appointment agreements. 1.8 Benefits to be Received from : Acquisition of Additional Assets the Investment It will stabilize CPNREIT’s operating income through diversification of benefit procurement from different locations and types of immovable properties Appointment of Property Manager CPNREIT will procure an appropriate benefit from additional investment. 1.9 Sources of Funds for : 1. Capital increase by issuance and offer for sale of additional Investment in the Additional trust units; and/or Asset 2. Loan from financial institutions; and/or 3. Issuance of debentures; and/or 4. Internal cash 1.10 Approval to be Required for : Acquisition of Group-1Assets and Appointment of Property Entering into the Transaction Manager (Agenda 2 of the EGM) The entering into these transactions requires the approval from

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Enclosure 2

the Unitholders’ Meeting of CPNREIT with votes of not less than three-fourths of the total votes of the unitholders attending the meeting and having the right to vote, whereby a unitholder who has a special interest in this matter shall have no right to vote. Acquisition of Group-2 Assets and Appointment of Property Manager (Agenda 3 of the EGM) The entering into these transactions requires the approval from the Unitholders’ Meeting of CPNREIT with votes of not less than three-fourths of the total votes of the unitholders attending the meeting and having the right to vote, whereby a unitholder who has a special interest in this matter shall have no right to vote. 1.11 Opinion of the Board of Acquisition of Additional Assets Directors of the REIT Manager The Board of Directors of the REIT Manager is of the opinion that regarding the Transaction the investment in the additional assets is conducted for the benefit of CPNREIT since the expansion of investment will provide CPNREIT with stable and steady growth. An investment in shopping malls and office buildings for lease located in good and commercially potential locations will stabilize CPNREIT’s operating income through diversification of benefit procurement from immovable properties. The Board of Directors has considered all factors as stated in item 1.7 above and deemed appropriate. In addition, the independent directors have considered information provided by the management of the REIT Manager and the independent financial advisor and have no dissenting opinion and view that the entering into the transactions is appropriate and beneficial to CPNREIT. Appointment of Property Manager The Board of Directors of the REIT Manager is of the opinion that the appointment of CPN, GLAND and Sterling to be the property managers of the additional assets (as the case may be) is reasonable which will benefit CPNREIT since such companies have experience and expertise in managing shopping malls and office buildings (as the case may be), and they are also the current property managers which are familiar with the assets.

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Enclosure 2

Furthermore, the appointment of the property managers is in compliance with procedures specified in the REIT Manager’s manual, where the fees are one of the factors which shall be taken into account, provided that the management fees are in line with the responsibilities of the property managers. The independent directors have considered information provided by the management of the REIT Manager and the independent financial advisor and have no dissenting opinion, and view that the entering into the transactions are appropriate and beneficial to CPNREIT. 1.12 Opinion of the Audit None. Committee and/or Other Directors which is Different from Opinion of the Board of Directors of the REIT Manager 1.13 Past Related Transactions (of 1. CPN REIT Management Co., Ltd. is the REIT Manager of the Previous Year and the CPNREIT, having the REIT Manager fees in accordance with Latest Quarter) the agreement as mutually agreed. In addition, the REIT Manager has leased and obtained services from CPNREIT, with the rental and service fees according to the market price which is subject to the locations, size of area, leasing type, lease term and form of lease. 2. CPN is the connected person of the REIT Manager as it is the property manager of the assets currently invested in by CPNREIT (except Hilton Pattaya Hotel), having the property manager fees in accordance with the agreement as mutually agreed. In addition, CPN has leased and obtained services from CPNREIT, with the rental and service fees according to the market price which is subject to the locations, size of area, leasing type, lease term and form of lease. 3. Central Pattana Rama 2 Co., Ltd. is the connected person of the REIT Manager that will lease the wastewater treatment

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Enclosure 2

system to CPNREIT, having the rental fees in accordance with the agreement as mutually agreed. In addition, Central Pattana Rama 2 Co., Ltd. has leased and obtained services from CPNREIT, with the rental and service fees according to the market price which is subject to the locations, size of area, leasing type, lease term and form of lease. 4. Central Pattana Rama 3 Co., Ltd. is the connected person of the REIT Manager that has leased and obtained services from CPNREIT, with the rental and service fees according to the market price which is subject to the locations, size of area, leasing type, lease term and form of lease 5. Central Pattana Chiangmai Co., Ltd. is the connected person of the REIT Manager that has leased and obtained services from CPNREIT, with the rental and service fees according to the market price which is subject to the locations, size of area, leasing type, lease term and form of lease. 6. CPN Pattaya Co., Ltd. is the connected person of the REIT Manager that has leased and obtained services from CPNREIT, with the rental and service fees according to the market price which is subject to the locations, size of area, leasing type, lease term and form of lease. 7. CPN Pattaya Hotel Co., Ltd. is the connected person of the REIT Manager that has sub-leased buildings, utilities systems, and leased movable assets on Hilton Pattaya Hotel from CPNREIT, with the rental fees in accordance with the agreement as mutually agreed. 8. C R C Sport Co., Ltd. is the connected person of the REIT Manager that has leased and obtained services from CPNREIT, with the rental and service fees according to the market price which is subject to the locations, size of area, leasing type, lease term and form of lease. 9. Central Pattana Group is the connected person of the REIT

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Enclosure 2

Manager that has leased and obtained services from CPNREIT, with the rental and service fees according to the market price which is subject to the locations, size of area, leasing type, lease term and form of lease. 1.14 Name List of the Board of As per the details set out in Attachment 1 Directors and Management of the REIT Manager 1.15 Name List of First 10 As per the details set out in Attachment 2 Unitholders as at the Latest Book Closing Date 1.16 Summary of Financial As per the details set out in Attachment 3 Information of CPNREIT 1.17 Summary of Appraisal Report As per the details set out in Attachment 4

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Enclosure 2

2. Amendment to the Property Manager Appointment Agreement

2.1 Date of Transaction : After obtaining the approval of the Unitholders’ Meeting of CPNREIT 2.2 Parties Involved and : CPN which is a shareholder of the REIT Manager holding 99.99 Relationship with CPNREIT percent shares in the REIT Manager 2.3 Characteristics of Conflict of : CPN will obtain property management fees in the rates Interest of the Connected according to the amended property manager appointment Persons with the REIT agreement. Manager

2.4 General Characteristics of the : To amend the property management fees of property manager Transaction appointment agreement, which comprise fee for rental collection on behalf of the REIT, leasing commission, base management fee, fee in relation to the sale and purchase of immovable properties of the REIT, and fee in relation to renovation and/or development of immovable properties of the REIT. 2.5 Transaction Size : The transaction value of the amendment of the property management fees in the property manager appointment agreement is approximately Baht 1,713 million, calculated based on the highest differences of the amended property management fees by using the projection of the appraisal companies on the remaining term of the property manager appointment agreement (until 28 November 2027). The value of the transaction is approximately 5.7 percent of the net asset value of CPNREIT which is more than 3 percent of the net asset value of CPNREIT, pursuant to the reviewed financial statements ended 30 June 2019. Thus, the entering into this transaction is considered as the connected transaction with the REIT Manager which requires the approval from the Unitholders’ Meeting of CPNREIT with votes of not less than three-fourths of the total votes of the unitholders attending the meeting and having the right to vote, whereby a unitholder who has a special interest in this matter shall have no

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Enclosure 2

right to vote. 2.6 Basis for Determining the : To be determined in accordance with the duties and Value of Consideration responsibilities according to the property manager appointment agreements. 2.7 Benefits to be Received from : The determination of ceiling rates of the property management the Transaction fees will provide more flexibility in changing and adjusting the property management fees to be suitable for economic situation and be in accordance with the roles and responsibilities of the property managers, than the fixed rates. In any event, the ceiling rates of the property management fees will not exceed the property management fees of the existing property manager appointment agreement. 2.8 Sources of Funds for : This transaction is not required the source of funds. Investment in the Additional Asset 2.9 Approval to be Required for : The entering into this transaction is considered as the connected Entering into the Transaction transaction with the REIT Manager which requires the approval from the Unitholders’ Meeting of CPNREIT with votes of not less than three-fourths of the total votes of the unitholders attending the meeting and having the right to vote, whereby a unitholder who has a special interest in this matter shall have no right to vote. 2.10 Opinion of the Board of The Board of Directors of the REIT Manager is of the opinion that Directors of the REIT Manager the amendment to the property management fee is reasonable regarding the Transaction and benefits CPNREIT, since determination of ceiling rates of the property management fees will provide more flexibility in changing and adjusting the property management fees to be suitable for economic situation and be in accordance with the roles and responsibilities of the property managers, than the fixed rates. In any event, the ceiling rates of the property management fees will not exceed the property management fees of the existing property manager appointment agreement, thus, the REIT Manager views that it will be beneficial for operations of CPNREIT.

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Enclosure 2

2.11 Opinion of the Audit None. Committee and/or Other Directors which is Different from Opinion of the Board of Directors of the REIT Manager 2.12 Previous Related Transactions As per the details in Item 1.13 2.13 Name List of the Board of As per the details set out in Attachment 1 Directors and Management of the REIT Manager 2.14 Name List of First 10 As per the details set out in Attachment 2 Unitholders as at the Latest Book Closing Date 2.15 Summary of Financial As per the details set out in Attachment 3 Information of CPNREIT 2.16 Summary of Appraisal Report As per the details set out in Attachment 4 on the Additional Assets

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Enclosure 2

Attachment 1 : Name List of the Board of Directors and Management of the REIT Manager

Name List of the Board of Directors of the REIT Manager No. Name of Directors Position 1. Ms. Auyporn Footrakul Chairman and Independent Director 2. Mr. Pongsakorn Thiengtham Independent Director 3. Ms. Wallaya Chirathivat Director 4. Ms. Naparat Sriwanvit Director

Name List of the Management of the REIT Manager No. Name of Management Position 1. Ms. Pirinee Pringsulaka CEO 2. Ms. Pattamika Pongsurayamas Deputy CEO 3. Ms. Nattiya Pholvarin Vice President, Business Development 4. Ms. Wanlapa Woonprasert Vice President, Operation Support 5. Ms. Prapairat Teekaput Vice President, Risk Management and Compliance

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Enclosure 2

Attachment 2 : Name List of First 10 Unitholders as at the Latest Book Closing Date (On 23 August 2019)

Holding No. Name of Unitholders Number of Unit Held Proportion 1. Central Pattana Public Company Limited 590,521,686 26.69 2. TMB Property Income Plus Fund 76,556,600 3.46 3. Government Savings Bank 68,004,833 3.07 4. K Property Sector Fund 50,362,700 2.28 5. AIA COMPANY LIMITED-EQDP-D FUND 1 39,378,802 1.78 6. Mrs. Arunee Chan 37,960,200 1.72 7. MFC Property Dividend Fund 33,510,469 1.51 8. HSBC BANK PLC-HSBC INSTITUTIONAL TST SVS(IRE) LTD 33,261,756 1.50 FIRST STATE GLOBAL UMBRELLA FUND PLC - FIRST STATE ASIAN EQU 9. Bangkok Life Assurance Public Company Limited 32,438,352 1.47 10. Principal Property Income Fund 31,891,675 1.44 11. Others 1,218,589,627 55.08 Total 2,212,476,700 100.00

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Enclosure 2

Attachment 3 : Table of Summary of Financial Information of CPNREIT

CPNREIT was established on 29 November 2017 from the conversion of CPN Retail Growth Leasehold Property Fund (“CPNRF”) to CPNREIT, whereby the financial information of CPNREIT is as follows:

Statement of Financial Position 31 December 2017 31 December 2018 30 June 2019 (Unit : Million Baht) (Audited) (Audited) (Reviewed) Assets Investment in leasehold properties at fair value 44,310.00 44,750.00 44,750.00 Investment in securities at fair value 989.99 999.42 1,005.84 Cash on hand and at bank 1,052.36 341.67 427.55 Rental and service receivables 188.62 130.92 124.62 Accrued interest income 0.08 0.01 0.01 Refundable value added tax 392.81 392.81 392.81 Other assets 121.70 234.96 254.16 Total assets 47,055.55 46,849.78 46,954.98 Liabilities Trade accounts payable 107.05 139.29 141.63 Other accounts payable 57.24 32.16 29.91 Withholding tax payable 597.95 76.02 75.20 Deposits received in advance 1,424.07 1,543.59 1,557.22 Accrued expenses 703.56 280.88 295.02 Unearned rental and service income 51.48 52.95 55.13 Borrowings 14,453.70 4,468.70 - Debentures - 10,030.36 14,522.31 Other liabilities 198.36 230.63 255.85 Total liabilities 17,593.41 16,854.57 16,932.26 Net assets Capital received from unitholders 29,653.38 29,016.41 29,016.41 Equalization account 216.09 216.09 216.09 Retained earnings (deficit) (407.33) 762.71 790.21 Net assets 29,462.15 29,995.21 30,022.72 Net assets value per unit (Baht) 13.3164 13.5573 13.5697 Number of unit trusts issued at the end of 2,212.48 2,212.48 2,212.48 year/period (Million Units)

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Enclosure 2

6-month period 29 November 2017 - Year ended Statement of Income ended 31 December 2017 31 December 2018 (Unit : Million Baht) 30 June 2019 (Audited) (Audited) (Reviewed) Investment Income Rental and service income 369.46 4,739.07 2,458.50 Interest income 0.53 3.89 1.68 Other income 8.36 184.39 128.25 Total income 378.35 4,927.35 2,588.43 Expenses Cost of rental and services 16.54 141.47 63.76 Management fee 12.11 133.96 66.54 Trustee fee 3.08 34.10 18.15 Registrar fee 0.47 8.44 2.56 Property management fee 68.90 512.98 237.51 Professional fee 0.28 0.81 0.38 Administrative expenses 23.12 117.15 51.95 Finance costs 30.11 400.74 252.11 Total expenses 154.61 1,349.65 692.96 Net investment income 223.74 3,577.70 1,895.47 Net gain (losses) from investments Net realized losses from investments (25.27) (3.33) (8.22) Net unrealized gain (losses) from Investments in leasehold properties (605.79) 242.76 (47.95) Investments in securities (0.01) 9.43 6.42 Total net gain (losses) from investments (631.07) 248.86 (49.75) Net increase (decrease) in net assets from (407.33) 3,826.56 1,845.72 operations

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Enclosure 2

6-month period 29 November 2017 - Year ended Statement of Cash Flows ended 31 December 2017 31 December 2018 (Unit: Million Baht) 30 June 2019 (Audited) (Audited) (Reviewed) Cash flows from operating activities Net increase (decrease) in net assets from (407.33) 3,826.56 1,845.72 operations Adjustments to reconcile net increase (decrease) in net assets from operations to net cash provided by (used in) operating activities Purchase of investments in leasehold (12,539.46) (200.68) (56.23) properties Proceeds from sales of investments in 0.39 0.11 0.06 leasehold properties Purchase of investments in securities (990.00) - - (Increase) Decrease in rental and service (75.55) 57.71 6.30 receivables Increase in refundable value added tax (392.81) - - Increase in other properties (53.56) (113.26) (19.20) Increase in trade accounts payable 85.85 32.24 2.33 Increase (Decrease) in other accounts payable 126.09 (25.08) (2.25) Increase (Decrease) in withholding tax payable 597.95 (521.93) (0.82) Increase in deposits received in advance 226.72 119.52 13.63 Increase (Decrease) in accrued expenses 360.44 (527.67) (31.11) Increase (Decrease) in unearned lease and (42.72) 1.47 2.18 service income Increase in other liabilities 5.13 32.27 25.22 Interest income (0.53) (3.89) (1.68) Interest received 0.45 3.95 1.69 Finance costs 30.11 400.74 252.11 Net realized losses from investments 25.27 3.33 8.22 Net unrealized (gain) losses from Investments in leasehold properties 605.79 (242.76) 47.95 Investments in securities 0.01 (9.43) (6.42) Net cash provided by (used in) operating (12,437.74) 2,833.20 2,087.70 activities

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Enclosure 2

6-month period 29 November 2017 - Year ended Statement of Cash Flows ended 31 December 2017 31 December 2018 (Unit: Million Baht) 30 June 2019 (Audited) (Audited) (Reviewed) Cash flows from financing activities Proceeds from borrowings 14,474.17 - - Payment of front-end fee (21.38) - - Repayment of borrowings (1,917.81) (9,995.69) (4,478.48) Proceeds from issue of debentures - 10,040.00 4,495.00 Transaction costs from issue of debentures - (10.26) (4.59) Interest paid - (284.45) (195.53) Cash received from the conversion of the Fund 955.12 - - to the Trust The reduction of paid-in capital distributed to - (636.97) - unitholders Distribution to unitholders - (2,656.52) (1,818.21) Net cash provided by (used in) financing 13,490.10 (3,543.89) (2,001.82) activities Net increase (decrease) in cash on hand and 1,052.36 (710.69) 85.89 at the banks Cash on hand and at banks at the beginning of - 1,052.36 341.67 the year/period Cash on hand and at banks at the end of the 1,052.36 341.67 427.55 year/period

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Enclosure 2

Attachment 4 : Summary of Appraisal Report on the Additional Assets

For investment in the additional assets, the REIT Manager has engaged 2 appraisal companies; namely, Justice Property and Appraisal Co., Ltd. (“Justice”) and S.L.Standard Appraisal Co., Ltd. (“SL”), which are on the approved list of appraisal companies of the Office of the SEC, to evaluate the value of assets to be additionally invested. The details of the appraised value of asset to be additionally invested are specified in the below table.

Appraised Project Name Appraised Valuation Value by Evaluation Date Valuation Date/1 (Unit : Baht Million) Value by SL Method Justice CentralMarina 2,283 2,129 Income 30 September 1 April 2020 Approach 2019 CentralPlaza Lampang 2,567 2,383 Income 30 September 1 April 2020 Approach 2019 CentralPlaza Surat Thani 6,979 6,953 Income 30 September 1 April 2020 Approach 2019 CentralPlaza Ubon 6,431 6,354 Income 30 September 1 April 2020 Ratchathani Approach 2019 CentralPlaza Rama 2 25,541 25,394 Income 30 September 16 August 2025 (Renewal Period) Approach 2019 The Ninth Towers Office 4,899 4,744 Income 30 September 1 January 2020 Building Approach 2019 Unilever Office Building 1,285 1,284 Income 30 September 1 January 2020 Approach 2019 Remark: 1. The valuation date is the date on which it is expected to invest in the additional assets, except that of CentralPlaza Rama 2 Project (Renewal Period) which is the commencement date of lease term.

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Enclosure 3

Enclosure 3 Information Memorandum regarding the Entering into the Transaction that has Conflict of Interest with the Real Estate Investment Trust

1 Date of Transaction : After obtaining the approval from the Unitholders’ Meeting of CPN Retail Growth Leasehold REIT (“CPNREIT”) for the investment in the leasehold rights of immovable properties and/or approval from the Office of the SEC on the relevant matters and/or completion of the conditions precedent made by counterparties under the relevant loan agreement of CPNREIT 2 Parties Involved and : Connected persons of the Trustee may be securities companies, Relationship with CPNREIT commercial banks, financial institutions and/or insurance companies, which are connected persons of the Trustee according to the relevant laws and regulations. 3 Characteristics of Conflict of : CPNREIT may take loan transactions from the connected Interest of the Connected persons of the Trustee. Persons with Trustee 4 General Characteristics of the : CPNREIT may take loan transactions from the connected Transaction persons of the Trustee, and will utilize the loan proceeds for investment in the additional assets, including payment for relevant expenses and/or for renovation, repair of the assets of CPNREIT and/or for refinancing the loan used for investment in the additional assets. 5 Loan Conditions : Long-term and/or short-term credit facility, in the total amount of approximately not exceeding Baht 13,500 million, whereby such loan amount may be partially drawdown, repay, and re- drawdown. The key conditions and details including interest rate, interest payment and provision of related collaterals will be as agreed between CPNREIT and the lender(s), which will be further disclosed in the registration statement for issuance and offer for sale of trust units and the prospectus. 6 Transaction Size : The total amount of approximately not exceeding Baht 13,500 million, which may be partially drawdown, repay, and re- drawdown

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7 Basis for Determining the : The loan conditions, including interest rate, interest payment and Value of Consideration provision of related security will be agreed upon the reasonableness which will not cause CPNREIT disadvantages, and subject to the arm’s length basis. Expenses which will be incurred from the transaction and collected from CPNREIT will be fair and reasonable by considering various factors, e.g. term loan, collaterals to be provided, seniority of creditors, credit rating, interest rates from other loan sources to be offered to CPNREIT if it is able to seek for. The entering into the transaction will substantially take into consideration the benefits of CPNREIT and the unitholders. 8 Benefits to be Received from : It will enhance the capital structure of CPNREIT due to the the Loan Transaction investment in the additional assets to be more efficient than only utilizing the funds from the issuance and offer of the new trust units. 9 Approval to be Required for : The entering into this transaction requires the approval from the Entering into the Transaction Unitholders’ Meeting with majority votes of the unitholders attending the meeting and having the right to vote, whereby there shall be no votes against of more than one-fourth of the total issued. However, if the resolution of the Unitholders’ Meeting approves the loan transaction but disapproves the entering into the transaction that has conflict of interest with CPNREIT with the votes against of more than one-fourth of the total issued units, CPNREIT will not borrow money from the connected person with the Trustee but it is still able to borrow money from other commercial banks and/or financial institutions who are not connected with the Trustee. In counting the votes of the unitholders who have the entitlement, the REIT Manager will not count the votes of a unitholder who has a special interest in this matter in each agenda will be set out in the list of conflicting unitholders attached in the invitation letter. 10 Opinion of the Board of : The REIT Manager views that the loan for investment in the Directors of the REIT Manager additional assets will benefit the unitholders of CPNREIT since it

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regarding the Transaction will enhance the capital structure of CPNREIT to be more efficient than only utilizing the funds from the issuance and offer of the Additional Trust Units. It is anticipated that this will enhance return to the unitholders. In addition, the REIT Manager has also considered the liquidity of CPNREIT for the repayment of the loan to be in line with the liquidity of CPNREIT. Additionally, the REIT Manager is of the opinion that the borrowing of money from the connected person with the Trustee does not cause the conflict of interest which will decrease the benefit of CPNREIT since the loan conditions will be determined under the arm’s length basis. 11 Opinion of the Audit None. Committee and/or Other Directors which is Different from Opinion of the Board of Directors of the REIT Manager 12 Past Related Transactions (of 1. SCB Asset Management Company Limited is the Trustee of the Previous Year and the CPNREIT, having the Trustee fees in accordance with the Latest Quarter) agreement as mutually agreed. 2. The Siam Commercial Bank Public Company Limited, which is the connected person of the Trustee, has granted the loan to CPNREIT with the loan conditions in accordance with the agreement as mutually agreed. 3. The Siam Commercial Bank Public Company Limited, which is the connected person of the Trustee, has leased and obtained services from CPNREIT, with the rental and service fees according to the market price which is subject to the locations, number of area, leasing type, lease term and form of lease. 4. The Siam Commercial Bank Public Company Limited, which is the connected person of the Trustee, has provided banking services to CPNREIT, with the interests as mutually agreed. 5. SCB Securities Co., Ltd., which is the connected person of

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the Trustee, has leased and obtained services from CPNREIT, with the rental and service fees according to the market price which is subject to the locations, number of area, leasing type, lease term and form of lease.

13 Name List of the Board of As per the details set out in Enclosure 2 Directors and Management of the REIT Manager 14 Name List of First 10 As per the details set out in Enclosure 2 Unitholders as at the Latest Book Closing Date 15 Summary of Financial As per the details set out in Enclosure 2 Information of CPNREIT

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Enclosure 4

(F53-4)

Enclosure 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 On 17 October 2019

CPN REIT Management Co., Ltd. (the “REIT Manager”) as the REIT Manager of CPN Retail Growth Leasehold REIT (“CPNREIT”) wishes to report the purpose of capital increase and allocation of additional trust units (the “Additional Trust Units”) as follows: 1. Details of Capital Increase The Board of Directors of the REIT Manager approved to propose to the Unitholders’ Meeting of CPNREIT No. 1/2019 on 22 November 2019 for consideration and approval of the capital increase of CPNREIT by issuance and offer for sale of the Additional Trust Units for not exceeding 770,000,000 units, provided that the final number of the Additional Trust Units to be offered may be less than the offering number above. When combining with the existing 2,212,476,700 trust units of CPNREIT, the total number of trust units of CPNREIT will not exceed 2,982,476,700 units. 2. Allocation of Additional Trust Units 2.1 Details of Allocation Part 1 To allocate the Additional Trust Units for not less than 75 percent of the total Additional Trust Units to the existing unitholders of CPNREIT pursuant to the names specified in the unitholder registration book in accordance with the proportion of unitholding. However, the Additional Trust Units will not be offered for sale to the unitholders which may cause any actions violating the laws or regulations of foreign countries, or result in burden or any actions to be additionally done by CPNREIT to be in compliance with Thai laws (Preferential Public Offering). The offering price will be based on the book building process. The existing unitholders may notify their intention to purchase the Additional Trust Units according to the full entitlement, or more than the entitlement, or less than the entitlement, or to waive their right in subscribing the Additional Trust Units. After allocating the Additional Trust Units to the existing unitholders, the REIT Manager reserves the right to allocate the remaining Additional Trust Units to certain existing unitholders who notify their intention to subscribe the Additional Trust Units more than their entitlement as it deems appropriate.

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In the event that the aforesaid allocation of the Additional Trust Units to the existing unitholders obtaining the subscription right results in the fraction of units that cannot be allocated in an integer number, such fraction shall be rounded down to the nearest integer number. Part 2 To allocate the Additional Trust Units for not more than 25 percent of the total Additional Trust Units to the existing unitholders of GLANDRT pursuant to the names as specified in the unitholder registration book in accordance with the proportion of unitholding. However, the Additional Trust Units will not be offered for sale to the unitholders which may cause any actions violating the laws or regulations of foreign countries, or result in burden or any actions to be additionally done by CPNREIT to be in compliance with Thai laws (Preferential Public Offering). The offering price will be the same as those offered for Part 1. The existing unitholders of GLANDRT may notify their intention to purchase the Additional Trust Units according to the full entitlement, or more than the entitlement, or less than the entitlement, or to waive their right in subscribing the Additional Trust Units. After allocating the Additional Trust Units to the existing unitholders of GLANDRT, the REIT Manager reserves the right to allocate the remaining Additional Trust Units to certain existing unitholders of GLANDRT who notify their intention to subscribe the Additional Trust Units more than their entitlement as it deems appropriate. In the event that the aforesaid allocation of the Additional Trust Units to the existing unitholders of GLANDRT obtaining the subscription rightresults in the fraction of units that cannot be allocated in an integer number, such fraction shall be rounded down to the nearest integer number. CPNREIT will not offer for sale and allocate the Additional Trust Units in this Part 2 if the Meeting of CPNREIT disapproves the investment in Group-2 Assets, or the meeting of GLANDRT disapproves the disposition of assets to CPNREIT. Part 3 To allocate the remaining Additional Trust Units after the allocation and/or subscription under Part 1 and/or Part 2 as mentioned above in: (1) private placement; and/or (2) public offering as it deems appropriate in accordance with the Notification of the Capital Market Supervisory Board No. TorThor. 27/2559 regarding Rules, Conditions and Procedures for Securities Underwriting (“Notification TorThor. 27/2559”) and any other related notifications in the same offering price to that of the Additional Trust Units in Part 1 and Part 2 above.

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For any remaining Additional Trust Units after the issuance and offer for sale in Part 3 above, the REIT Manager reserves the right as it deems appropriate to allocate such remaining portions to certain existing unitholders of CPNREIT and/or GLANDRT (as the case may be) who notify their intention to subscribe for the Additional Trust Units more than their entitlement but are not fully allocated according to their intention. In the event that the aforesaid allocation of Additional Trust Units to such existing unitholders of CPNREIT and/or GLANDRT (as the case may be) obtaining the subscription right for the Additional Trust Units results in the fraction of units that cannot be allocated in an integer number, such fraction shall be rounded down to the nearest integer number. In any event, the REIT Manager will allocate the Additional Trust Units to the same person or group of persons for not more than 50 percent of the total issued trust units of CPNREIT by relying on the definition of the same group of persons as specified in the the Notification of the Capital Market Supervisory Board No. TorJor. 49/2555 Re: Issuance and Offering of Trust Units of Real Estate Investment Trust (“Notification TorJor 49/2555”), together with the definition of the sponsor of the real estate investment trust in accordance with the Notification TorThor. 27/2559. The information appearing in the registration statement for issuance and offer for sale of trust units and/or the prospectus shall be deemed the criteria of allocating the Additional Trust Units to each type of investor. Table below indicates summary of information of the allotment of the Additional Trust Units of CPNREIT. Subscription Number of Trust Offering Price Subscription and/or Allocation to Ratio (existing: Remark Units (Units) Per Unit Payment Period new)) Part 1 Not less than 75 To be To be To be subsequently Remark 3 to the existing unitholders percent of the subsequently subsequently determined/4 and 5 of CPNREIT pursuant to total Additional determined/2 determined/1 the names specified in the Trust Units/1 unitholder registration book in accordance with the proportion of unitholding. However, the Additional Trust Units will not be offered for sale to the unitholders which may cause any actions

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Subscription Number of Trust Offering Price Subscription and/or Allocation to Ratio (existing: Remark Units (Units) Per Unit Payment Period new)) violating the laws or regulations of foreign countries, or result in burden or any actions to be additionally done by CPNREIT to be in compliance with Thai laws (Preferential Public Offering) Part 2 Not more than To be To be To be subsequently Remark 3 To the existing unitholders 25 percent of the subsequently subsequently determined/4 and 5 of GLANDRT pursuant to total Additional determined/2 determined/1 the names as specified in Trust Units /1 the unitholder registration book in accordance with the proportion of unitholding. However, the Additional Trust Units will not be offered for sale to the unitholders which may cause any actions violating the laws or regulations of foreign countries, or result in burden or any actions to be additionally done by CPNREIT to be in compliance with Thai laws (Preferential Public Offering)

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Subscription Number of Trust Offering Price Subscription and/or Allocation to Ratio (existing: Remark Units (Units) Per Unit Payment Period new)) Part 3 After allocation - To be To be subsequently Remark 3 Under private placement; and/or subsequently determined/4 and 5 and/or public offering as subscription determined/1 deemed appropriate under Part 1 and/or Part 2/1

Remark 1. The determination of the additional number of units and the additional unit price shall rely on the appraised value of assets to be additionally invested as provided by the appraisal companies who are on the approval list of the Office of the SEC, and any other related factors, which include (1) situation of money and capital markets during such issuance and offer for sale of Additional Trust Units, (2) reasonable return on investment to the investors, (3) potential of assets to be additionally invested from a commercial perspective, (4) interest rates, domestically and internationally, (5) return on investment in the equity and debt instruments, and from other alternative investments; and (6) book building, etc. 2. The REIT Manager will subsequently inform the subscription ratio of existing trust units to new trust units to the unitholders. 3. The existing unitholders may notify their intention to purchase the Additional Trust Units according to the full entitlement, or more than the entitlement, or less than the entitlement, or to waive their right in subscribing the Additional Trust Units. If there are remaining Additional Trust Units after the issuance and offer for sale in Part 3, the REIT Manager reserves the right as it deems appropriate to allocate such remaining portions to certain existing unitholders of CPNREIT and/or GLANDRT (as the case may be) who notify their intention to subscribe for the Additional Trust Units more than their entitlement but are not fully allocated according to their intention. The fraction of units that cannot be allocated in an integer number shall be rounded down to the nearest integer number. 4. The record date or the book closing date for the unitholders holding the right in the subscription of the Additional Trust Units, and the subscripton period will be subsequently fixed after obtaining the approval from the unitholders of CPNREIT, which will be later informed by the REIT Manager. The record date or the book closing date for the existing unitholders of GLANDRT holding the right in the subscription of the Additional Trust Units, and the subscripton period will be subsequently fixed when CPNREIT is able to invest in Group-2 Assets according to the approval of the unitholders of CPNREIT, whereby the REIT Manager will be later informed. 5. The REIT Manager will allocate the Additional Trust Units to the same person or group of persons for not more than 50 percent of the total issued trust units of CPNREIT by relying on the definition of the same group of persons as specified in the Notification TorJor. 49/2555. The information appearing in the registration statement for issuance and offer for sale of trust units and/or the prospectus shall be deemed the criteria of allocating the Additional Trust Units to each type of investor.

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2.2 Action to be Taken by the REIT Manager in case there is Fraction of Trust Units from Subscription In the event that the allocation of the Additional Trust Units to the existing unitholders obtaining the subscription right results in the fraction of units that cannot be allocated in an integer number, such fraction shall be rounded down to the nearest integer number. 3. Schedule for Unitholders’ Meeting to Approve Capital Increase of CPNREIT and Allotment of Additional Trust Units The REIT Manager will convene the Extraordinary General Meeting of the Unitholders No. 1/2019 on 22 November 2019 at 9.00 a.m., at the World Ballroom on 23rd floor, Centara Grand & Bangkok Convention Center at CentralWorld, whereby the date on which the recorded unitholders who are entitled to attend the Extraordinary General Meeting of Unitholders No. 1/2019 is fixed to be on 31 October 2019 (Record Date). 4. Approval of Capital Increase / Allotment of Additional Trust Units by Relevant Governmental Agency(s) and Conditions thereto (If Any) After obtaining the approval from the unitholders of CPNREIT, the REIT Manager will apply for the approval for the issuance and offer for sale of the Additional Trust Units from the Office of the SEC by submitting the registration statement and draft prospectus. 5. Objectives of Capital Increase and Use of Proceeds Received from the Capital Increase To use the proceeds received from the capital increase to invest in Group-1 Assets (excluding payment of rental fees for CentralPlaza Rama 2 Project (Renewal Period)) and Group-2 Assets and/or to repay the loans drawdown to invest in Group-1 Assets (excluding payment of rental fees for CentralPlaza Rama 2 Project (Renewal Period)) and Group-2 Assets, and/or to pay for other expenses relating to the fund raising and investment in additional assets, and/or for working capital of CPNREIT. Details of which are set out in Enclosure 1. 6. Benefits which CPNREIT will Receive from Capital Increase and Allocation of Additional Trust Units The increase of capital by issuance and offer for sale of the Additoinal Trust Units will enable CPNREIT equity to invest in the additional assets, and it will also maintain CPNREIT’s debts to be in an appropriate level since the additional assets to be invested in this time are the assets that have potential in revenue growth. This will increase benefits to CPNREIT by stabilizing incomes and operating results of CPNREIT, as well as to diversify risks through benefit procurement from immovable properties. Also, it will diversify the investment portfolio and income sources of CPNREIT which will reduce dependency the sources of income that will be beneficial to CPNREIT and the unitholders. 7. Other Necessary Details for Unitholders to Approve Capital Increase / Allocation of Addiontial Trust Units - None –

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8. Schedule of Actions for Capital Increase and Allotment of Allocation of Addiontial Trust Units 8.1 The date on which the recorded unitholders who are entitled to attend the Extraordinary General Meeting of Unitholders No. 1/2019 is fixed to be on 31 October 2019 (Record Date). 8.2 The Extraordinary General Meeting of the Unitholders No. 1/2019 is fixed to be on 22 November 2019 at 9.00 a.m., at the World Ballroom on 23rd floor, Centara Grand & Bangkok Convention Center at CentralWorld

The REIT Manager certifies that all information given in this report form is correct and completed.

Yours faithfully, -Pirinee Pringsulaka- (Ms .Pirinee Pringsulaka) Chief Executive Officer CPN REIT Management Company Limited

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(F53-4)

Enclosure 5 Capital Increase Report Form (F53-4) for Payment of Rental Fees for CentralPlaza Rama 2 Project (Renewal Period) On 17 October 2019

CPN REIT Management Co., Ltd. (the “REIT Manager”) as the REIT Manager of CPN Retail Growth Leasehold REIT (“CPNREIT”) wishes to report the purpose of capital increase and allotment of additional trust units as follows: 1. Details of Capital Increase The Board of Directors of the REIT Manager approved to propose to the Unitholders’ Meeting of CPNREIT No. 1/2019 for consideration and approval of the capital increase of CPNREIT by issuance and offer for sale of the additional trust units in year 2025 for not exceeding 630,000,000 units, provided that the final number of the additional trust units to be offered may be less than the offering number above. When combining with the existing 2,212,476,700 trust units of CPNREIT and the trust units may be offered for sale in year 2020 of not exceeding 770,000,000 units, the total number of trust units of CPNREIT will not exceed 3,612,476,700 units. 2. Allocation of Additional Trust Units 2.1 Details of Allocation Part 1 To allocate the additional trust units for not less than 50 percent of the total additional trust units to the existing unitholders of CPNREIT pursuant to the names specified in the unitholder registration book in accordance with the proportion of unitholding. However, the additional trust units will not be offered for sale to the unitholders which may cause any actions violating the laws or regulations of foreign countries, or result in burden or any actions to be additionally done by CPNREIT to be in compliance with Thai laws (Preferential Public Offering). The offering price will be based on the book building process. The existing unitholders may notify their intention to purchase the additional trust units according to the full entitlement, or more than the entitlement, or less than the entitlement, or to waive their right in subscribing the additional trust units. After allocating the additional trust units to the existing unitholders, the REIT Manager reserves the right to allocate the remaining additional trust units to certain existing unitholders who notify their intention to subscribe the additional trust units more than their entitlement as it deems appropriate.

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In the event that the aforesaid allocation of the additional trust units to the existing unitholders obtaining the subscription right results in the fraction of units that cannot be allocated in an integer number, such fraction shall be rounded down to the nearest integer number. Part 2 To allocate the remaining additional trust units after the allocation and/or subscription under Part 2 in: (1) private placement; and/or (2) public offering as it deems appropriate in accordance with the Notification of the Capital Market Supervisory Board No. TorThor. 27/2559 regarding Rules, Conditions and Procedures for Securities Underwriting (“Notification TorThor. 27/2559”) and any other related notifications in the same offering price to that of the additional trust units in Part 1 above. For any remaining additional trust units after the issuance and offer for sale in Part 2 above, the REIT Manager reserves the right as it deems appropriate to allocate such remaining portions to certain existing unitholders of CPNREIT who notify their intention to subscribe for the additional trust units more than their entitlement but are not fully allocated according to their intention. In the event that the aforesaid allocation of additional trust units to such existing unitholders of CPNREIT obtaining the subscription right for the additional trust units results in the fraction of units that cannot be allocated in an integer number, such fraction shall be rounded down to the nearest integer number. In any event, the REIT Manager will allocate the additional trust units to the same person or group of persons for not more than 50 percent of the total issued trust units of CPNREIT by relying on the definition of the same group of persons as specified in the the Notification of the Capital Market Supervisory Board No. TorJor. 49/2555 Re: Issuance and Offering of Trust Units of Real Estate Investment Trust (“Notification TorJor 49/2555”), together with the definition of the sponsor of the real estate investment trust in accordance with the Notification TorThor. 27/2559. The information appearing in the registration statement for issuance and offer for sale of trust units and/or the prospectus shall be deemed the criteria of allocating the additional trust units to each type of investor.

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Table below indicates summary of information of the allotment of the additional trust units of CPNREIT. Subscription Number of Trust Offering Price Subscription and/or Allocation to Ratio (existing: Remark Units (Units) Per Unit Payment Period new)) Part 1 Not less than 50 To be To be To be subsequently Remark 3 to the existing unitholders percent of the subsequently subsequently determined/4 and 5 of CPNREIT pursuant to total additional determined/2 determined/1 the names specified in the trust units /1 unitholder registration book in accordance with the proportion of unitholding. However, the additional trust units will not be offered for sale to the unitholders which may cause any actions violating the laws or regulations of foreign countries, or result in burden or any actions to be additionally done by CPNREIT to be in compliance with Thai laws (Preferential Public Offering) Part 2 After allocation - To be To be subsequently Remark 3 Under private placement; and/or subsequently determined/4 and 5 and/or public offering as subscription determined/1 deemed appropriate under Part 1/1

Remark 1. The determination of the additional number of units and the additional unit price shall rely on related factors, which include (1) situation of money and capital markets during such issuance and offer for sale of additional trust units, (2) reasonable return on investment to the investors, (3) interest rates, domestically and internationally, (4) return on investment in the equity and debt

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instruments, and from other alternative investments; and (5) book building, etc. 2. The REIT Manager will subsequently inform the subscription ratio of existing trust units to new trust units to the unitholders. 3. The existing unitholders may notify their intention to purchase the additional trust units according to the full entitlement, or more than the entitlement, or less than the entitlement, or to waive their right in subscribing the additional trust units. After allocating the additional trust units to the existing unitholders, the REIT Manager reserves the right to allocate the remaining additional trust units to certain existing unitholders who notify their intention to subscribe the additional trust units more than their entitlement as it deems appropriate. 4. The record date or the book closing date for the unitholders holding the right in the subscription of the additional trust units, and the subscripton period will be subsequently fixed after obtaining the approval from the unitholders of CPNREIT, which will be later informed by the REIT Manager. 5. The REIT Manager will allocate the additional trust units to the same person or group of persons for not more than 50 percent of the total issued trust units of CPNREIT by relying on the definition of the same group of persons as specified in the Notification TorJor. 49/2555. The information appearing in the registration statement for issuance and offer for sale of trust units and/or the prospectus shall be deemed the criteria of allocating the additional trust units to each type of investor. 2.2 Action to be Taken by the REIT Manager in case there is Fraction of Trust Units from Subscription In the event that the allocation of the additional trust units to the existing unitholders obtaining the subscription right results in the fraction of units that cannot be allocated in an integer number, such fraction shall be rounded down to the nearest integer number. 3. Schedule for Unitholders’ Meeting to Approve Capital Increase of CPNREIT and Allotment of additional trust units The REIT Manager will convene the Extraordinary General Meeting of the Unitholders No. 1/2019 on 22 November 2019 at 9.00 a.m., at the World Ballroom on 23rd floor, Centara Grand & Bangkok Convention Center at CentralWorld, whereby the date on which the recorded unitholders who are entitled to attend the Extraordinary General Meeting of Unitholders No. 1/2019 is fixed to be on 31 October 2019 (Record Date). 4. Approval of Capital Increase / Allotment of additional trust units by Relevant Governmental Agency(s) and Conditions thereto (If Any) After obtaining the approval from the unitholders of CPNREIT, the REIT Manager will apply for the approval for the issuance and offer for sale of the additional trust units from the Office of the SEC by submitting the registration statement and draft prospectus. 5. Objectives of Capital Increase and Use of Proceeds Received from the Capital Increase To use the proceeds received from the capital increase to pay the rental fees for CentralPlaza Rama 2 Project (Renewal Period)) in year 2025 which is a part of Group-1 Assets. Details of which are set out in Enclosure 1.

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6. Benefits which CPNREIT will Receive from Capital Increase and Allocation of Additional Trust Units The increase of capital by issuance and offer for sale of the additional trust units will enable CPNREIT equity for payment of rental fees for CentralPlaza Rama 2 Project (Renewal Period) in year 2025, and it will also maintain CPNREIT’s debts to be in an appropriate level since CentralPlaza Rama 2 Project (Renewal Period) is the asset that has potential in revenue growth. This will increase benefits to CPNREIT by stabilizing incomes and operating results of CPNREIT, as well as to diversify risks through benefit procurement from immovable properties. Also, it will diversify the investment portfolio and income sources of CPNREIT which will reduce dependency the sources of income that will be beneficial to CPNREIT and the unitholders. 7. Other Necessary Details for Unitholders to Approve Capital Increase / Allocation of Addiontial Trust Units - None - 8. Schedule of Actions for Capital Increase and Allotment of Allocation of Addiontial Trust Units 8.1 The date on which the recorded unitholders who are entitled to attend the Extraordinary General Meeting of Unitholders No. 1/2019 is fixed to be on 31 October 2019 (Record Date). 8.2 The Extraordinary General Meeting of the Unitholders No. 1/2019 is fixed to be on 22 November 2019 at 9.00 a.m., at the World Ballroom on 23rd floor, Centara Grand & Bangkok Convention Center at CentralWorld.

The REIT Manager certifies that all information given in this report form is correct and completed.

Yours faithfully, -Pirinee Pringsulaka- (Ms .Pirinee Pringsulaka) Chief Executive Officer CPN REIT Management Company Limited

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