Transform Our Vision

Owing to the rich experience of our founders handed down through generations, moderated by modern executives’ agility and modern concepts, CPN is fully confident of fulfilling its regional mission. Transform Our Vision

Owing to the rich experience of our founders handed down through generations, moderated by modern executives’ agility and modern concepts, CPN is fully confident of fulfilling its regional mission. CONTENTS

CONSOLIDATED OPERATIONAL AND FINANCIAL HIGHLIGHTS 12

MESSAGE FROM THE BOARD OF DIRECTORS 16

REPORT OF THE AUDIT COMMITTEE 20

REPORT OF THE NOMINATION AND REMUNERATION COMMITTEE 22

REPORT OF THE RISK MANAGEMENT COMMITTEE 23

REPORT OF THE CORPORATE GOVERNANCE COMMITTEE 24

BOARD OF DIRECTORS AND MANAGEMENT TEAM 26

AWARDS OF GREAT PRIDE IN 2010 28

2010 YEAR IN BRIEF 32

BUSINESS OVERVIEW IN 2010 36

FINANCIAL PERFORMANCE REVIEW 38

CPN TODAY 42

OPERATIONAL PERFORMANCE OF ASSETS UNDER CPN’S MANAGEMENT 48

FUTURE PROJECTS 55

VISION & MISSION 59

STRATEGIES 61

NATURE OF BUSINESS 62

OUR VALUES 65

REVENUE STRUCTURE OF THE COMPANY AND ITS SUBSIDIARIES 66

GROUP STRUCTURE OF THE COMPANY AND ITS SUBSIDIARIES 67

CORPORATE GOVERNANCE 68

ORGANIZATION DEVELOPMENT 81

HUMAN CAPITAL MANAGEMENT 84

HUMAN CAPITAL DEVELOPMENT 88

SUSTAINABILITY MANAGEMENT 89

RISK FACTORS 96

CAPITAL STRUCTURE 98

ORGANIZATION CHART 101

MANAGEMENT STRUCTURE 102

NOMINATION OF DIRECTORS AND MANAGEMENT 111

REMUNERATION OF THE DIRECTORS AND MANAGEMENT 113

CONNECTED TRANSACTIONS 116

RESPONSIBILITY OF THE BOARD OF DIRECTORS TO FINANCIAL STATEMENTS 126

AUDIT REPORT OF CERTIFIED PUBLIC ACCOUNTANT 127

ANNUAL FINANCIAL STATEMENTS AND NOTES TO THE FINANCIAL STATEMENTS 129

AUDITOR’S FEE 203

MANAGEMENT BIOGRAPHY 204

GENERAL INFORMATION OF BUSINESS HELD BY CPN 10% UPWARD 213

LIST OF COMMITTEE IN SUBSIDIARIES 216

EXISTING PROJECTS MANAGED BY CPN 217

REFERENCE FIRMS 220

INFORMATION FOR INVESTORS 221

TRANSFORMATION

After bringing revolutionary changes to Thailand’s retail business over the last three decades, CPN is today poised to tackle regional challenges for shopping complexes, so as to extend its success and business growth in a sustainable way.

Transform Our Vision

Given such a challenging goal, CPN is transforming action plans to not only look further ahead, but to ensure that our management systems, work processes, and personnel capability will indeed rise to the occasion. For such transformations will support us in our own transformation into a regional shopping complex developer.

Owing to the rich experience of our founders handed down through generations, moderated by modern executives’ agility and modern concepts, CPN is fully confident of fulfilling its regional mission.

Transform Our Professionals

Apart from sound business strategies and financial strengths, professionals thrive on internationalizing CPN’s work processes.

Underlying our international competitive edge are constant personnel development and management system efficiency improvement. These will fuel our success while leading CPN toward regional admiration.

Transform Together

Capability transformation takes place not only at CPN, but we promote similar transformation for operators and trade partners alike. Together we must strive for the same goal, so as to galvanize all toward our mutual success.

Thanks to the support of our trade allies, operators, and shareholders, CPN is Thailand’s leading shopping complex developer and the largest retail property developer on the Stock Exchange of Thailand today.

Transform Our Performance

Lubricating our business efficiency and our brisk business paces are our prudent and efficient financial management

Buoyed by our robust financial status and our A+ credit rating and strengthened by our unparalleled experience and professionalism, CPN’s business expansion has proceeded unabated. The future is thus promising. CPN Annual Report 2010

CONSOLIDATED OPERATIONAL AND FINANCIAL HIGHLIGHTS

CONSOLIDATED OPERATIONAL AND FINANCIAL HIGHLIGHTS 7,292 8,282 9,271 11,755 11,388 12,574 13,639 15,173 19,008 18,985 34,336 37,205 43,784 50,895 53,833 21,762 23,565 28,610 31,887 38,848 691,326 697,038 761,111 967,430 964,612 91% 96% 97% 96% 95%

06 07 08 09 10 06 07 08 09 10 06 07 08 09 10 06 07 08 09 10 06 07 08 09 10

REVENUE TOTAL ASSETS TOTAL LIABILITIES TOTAL SHAREHOLDERSí TOTAL REVENUES OPERATIONAL BREAKDOWN (Million Baht) (Million Baht) EQUITY (Million Baht) PERFORMANCE : RETAL (Million Baht) Occupancy Rate (%) Leasable Area (Square Metre) CONSOLIDATED OPERATIONAL AND FINANCIAL HIGHLIGHTS

EXISTING PROJECTS MANAGED BY CPN 80% Retail 012

1% Hotel 6% Office 163,746 163,991 145,201 144,791 144,280 89% 93% 94% 86% 77% 0.77 0.72 0.99 1.05 0.71 5.52 5.98 6.65 8.57 8.51 1,685 1,569 2,158 2,292 1,557 5% Food Center 06 07 08 09 10 06 07 08 09 10 06 07 08 09 10 06 07 08 09 10 8% Other Income ADJUSTED NET PROFIT ADJUSTED EARNINGS BOOK VALUE OPERATIONAL (Million Baht) PER SHARE PER SHARE PERFORMANCE : OFFICE (Baht per share) (Baht per share) Occupancy Rate (%) Note : Other income excludes interest income, dividend income, share of profits of associate, Leasable Area (Square Metre) and non-recurring incomes BREAKDOWN REVENUE and non-recurring incomes Other income excludes interest income, dividend income, share of profits of associate, : Note Other Income 8% Food Center 5% Office 6% Hotel 1% Retail 80% (Million Baht) TOTAL ASSETS 06 34,336 07 37,205 08 43,784 09 50,895 10 53,833 (Million Baht) ADJUSTED NET PROFIT (Million Baht) TOTAL LIABILITIES 06 06 1,685 21,762 07 07 1,569 23,565 08 08 2,158 28,610 09 09 2,292 31,887 10 10 1,557 38,848 (Million Baht) EQUITY TOTAL SHAREHOLDERSí (Baht per share) PER SHARE ADJUSTED EARNINGS 06 06 0.77 12,574 07 07 0.72 13,639 08 08 0.99 15,173 09 09 1.05 19,008 10 10 0.71 18,985 (Baht per share) PER SHARE BOOK VALUE (Million Baht) TOTAL REVENUES 06 06 5.52 7,292 07 07 5.98 8,282 08 08 6.65 9,271 09 09 8.57 11,755 10 10 8.51 11,388 Occupancy Rate (%) PERFORMANCE : OFFICE OPERATIONAL Occupancy Rate (%) PERFORMANCE : RETAL OPERATIONAL 06 06 Leasable Area (Square Metre) 89% Leasable Area (Square Metre) 91% 145,201 691,326 07 07 93% 96% 144,791 697,038 08 08 94% 97% 144,280 761,111 09 09 86% 96% 163,746 967,430 10 10 77% 95% 163,991 964,612

CONSOLIDATED OPERATIONAL 013 AND FINANCIAL HIGHLIGHTS CPN Annual Report 2010

CONSOLIDATED OPERATIONAL AND FINANCIAL HIGHLIGHTS CONSOLIDATED OPERATIONAL AND FINANCIAL HIGHLIGHTS 014 CONSOLIDATED OPERATIONAL 015 AND FINANCIAL HIGHLIGHTS CPN Annual Report 2010

MESSAGE FROM THE BOARD OF DIRECTORS MESSAGE FROM THE BOARD OF DIRECTORS 016 CentralWorld were destroyed. However, we managed to keep keep to managed we However, destroyed. were CentralWorld of assets some and of buildings the parts some to fires, Due the closure. CentralWorld’s during release products to their CentralWorld in shops some allow to and liquidity of Company’s the to maintain renovation for closure Ladprao CentralPlaza planned the of extension force, temporary into the put including immediately were shops assist to Measures to guidelines on and all the impacts stakeholders. Company negative alleviate operational provide to and done, damage the and the on situations the of reports the session acknowledge to day special following a convened Directors of Board The protests the May. in after ended fire by caused damage the from suffered repair and renovation for September until closed was It continuously customers. and shops of was safety the for CentralWorld April in 2010, closed of Ratchaprasong half the first the around during intersection protests political the to Due businesses. CPN’s on impact drastic a and confidence spending consumers’ the on impact direct a wielded conflict political domestic a the from shown derived crisis and the trend, recovered promising has economy global the Although CENTRALWORLD all Directors. and of me Board for the times Plc. challenging most Pattana the of one Central also of was It Chairman honor of the post had I the which assuming in of year first the was 2010 year The Shareholders: Tothe to enter new markets, CPN is exercising extraordinary extraordinary exercising is CPN markets, new enter to However, CPN overseas. expand to plan its Moreover, implement to continued Chiangmai. CentralFestival and Suratthani, CentralPlaza IX, Rama CentralPlaza Chiangrai, Phitsanulok, CentralPlaza CentralPlaza were announced publicly were that ones new The projects. new for plans formulating constantly by consumers’ future the in growth sustainable creating to committed was and affecting potential country’s the in confident events still was CPN confidence, unexpected the Despite 2011. of quarter third the in re-opened be to expected and construction under is it present, At areas. other than damage Store, more sustained Department tenant, Zen long-term CPN’s Incidentally, needs. customers’ to respond the better to able and Therefore, complete was brands. complex shopping leading with shops returned, new shops by popular added the of Most structure. decoration interior and image exotic modern, more a with September in re-opened officially was CentralWorld complex. shopping the around the landscape the and improving as well as buildings systems, the building repaired and contaminants, purged CPN cleaned, for renovation, of the CentralWorld closure During yet. reached been has agreement no but the and company compensation, the are negotiating experts independent relevant insurance the executives, the however, present, At made. be could compensation full and our insurance by covered were all that believed executives the closure, the renovation the for during income of As losses the and damages asset employees. our among death no also was There systems. building essential and buildings the of parts essential

MESSAGE FROM 017 THE BOARD OF DIRECTORS CPN Annual Report 2010

CPN is committed to business operation with ethics and good governance for the maximum sustainable benefit of all stakeholders. The Company is also committed to developing its potential to fulfill the vision of “the most admired retail developer in the region”.

prudence in investment considerations. Therefore, we may Volunteers” project. At present, 800 employees with volunteering need more time to implement the plan. spirit have participated in the project.

Looking back over the past year, all the events that we FINANCIAL PERFORMANCE IN 2010 experienced were lessons to test our management ability For the year, CPN reported its FY2010 consolidated net and financial strength. They also made us aware of the areas profit of 1,130.5 MB, a 77.2% y-o-y drop from last year. that needed to be fast developed and improved. With the Total revenues declined by 25.8% y-o-y to 11,646.8 MB. Company’s policy to constantly develop the domestic retail The changes in the CPN’s performance were primarily due to business and its goal to operate the retail business at the losses from a write-off (non-cash) of CentralWorld’s damaged regional level, the organization’s strength and sustainability assets from the fire incidents in 2010, in addition to a one-time could not be ignored. The year 2011 will be the first in which gain associated with the financial lease of partial assets of CPN adopts complete organizational transformation, which CentralPlaza Pinklao project to CPN Retail Growth Leasehold will focus on the development of management systems, Property Fund (“CPNRF”) in 2009. These are considered as improvement of work processes, as well as human resource non-recurring items. Excluding the above-mentioned losses development so that CPN may become a high-performance and gains, and other extraordinary items of this year and the MESSAGE FROM THE BOARD OF DIRECTORS organization, with a solid work business foundation, ready to previous year, however, CPN and its subsidiaries would compete at the regional level. have registered a 32.1% y-o-y drop in net profit, while total revenues would have declined by 3.1% y-o-y, primarily due to “CORPORATE SOCIAL RESPONSIBILITY” 018 the closure of CentralWorld and the transferred performance AS ONE OF CPN’S BUSINESS PRINCIPLES of partial assets of CentralPlaza Pinklao Project to CPNRF During the past year, CPN set up a committee on sustainable since November 2009 due to the financial lease of the development to concretely oversee the policy and action plans properties to CPNRF. for society, the community, and the environment. Its focus was on energy conservation, environmental protection of the In view of the Company’s performance and overall financial surrounding areas and communities, and promotion of local situation for 2010, coupled with its business expansion and culture. It also supported education and youth development investment plans, the Board of Directors agreed to propose through activities under the “CPN Young Thai Intellectual to the Annual General Shareholders’ Meeting, to be held on Cultivation” project. Moreover, it raised employees’ awareness April 29, 2011, for the approval of a dividend of 0.25 baht per of the importance of repaying the community and society share, based on 48% of the net profit under the consolidated through the participation of activities under the “CPN financial statements. of the Securities and Exchange Commission and the Stock Stock Thailand. of the Exchange and Commission Exchange and Securities the of regulations the with compliance in disclosed duly is information Audit the to Finally, report time. every comments and consideration for Committee detailed a presents management the transaction, connected any significant policy. conducting Before transaction connected CPN’s of seriously appropriateness the and reviews priority gives Committee Audit The practices. business normal under considered are conditions and Prices transactions. connected of policy clear a setting by so does Board The transactions. the these in confidence provide with and shareholders interest of conflicts prevent to transactions benefits CPN. in The Board connected of transparency ensures that Directors synergy creates allies business connected two are Group Central and CPN that fact The relationship. mutual such from shareholders CPN’s to profits high yield therefore, and, projects CPN’s of success the guarantee These tenants. new become to prospects other among and confidence rate bolstering rental its increasing in CPN support Group Central within businesses alliance the that said be can It complexes. shopping CPN’s within tenants retail and from anchor are which of ranging all business, businesses retail the to restaurants hotels, stores, department various encompasses Group Central The years. 60 over for leader business retail the Group, Central under lines business the of one was CPN that to fact due the partly was years 30 past the for CPN of success The GROUP CENTRAL OF SUPPORT THE THROUGH SUCCESS

2011 1, March retail admired most region”. “the the in of developer vision the fulfill to all of potential its benefit developing to committed also is Company sustainable The good stakeholders. and maximum the ethics for with governance operation is business CPN to that you ensures committed Directors of Board The operation along. CPN’s CPN’s all of and support and in media, trust mass their for the customers sectors, private and the public institutions, financial the allies, business the tenants, the shareholders, the thank to in like I would Lastly, work areas. to risk-prone had who ones loved their of encouragement and understanding their for families their to with together themselves work, their dedicated fully who employees all as well as confidence, with to go further obstacles through CPN drive who supporters the all thank to opportunity this take to like would I Mr. Suthichai Chirathivat Suthichai Mr. Chairman

Mr. Kobchai Chirathivat Kobchai Mr. President & CEO & President

MESSAGE FROM 019 THE BOARD OF DIRECTORS CPN Annual Report 2010

REPORT OF THE AUDIT COMMITTEE

To the Shareholders:

Consisting of three qualified independent directors, the Audit external auditor concerning assessment of the internal control Committee is chaired by Mr. Paitoon Taveebhol, who is system, risk management, and good corporate governance, knowledgeable and experienced in the review of financial as well as the improvement of executives’ performance as statements, with Mr. Chackchai Panichapat and Mrs. Sunandha recommended in such reports, while internal processes of Tulayadhan as members. The Board, at its January 21, 2011, whistleblower system and complaint handling were also meeting also appointed Mr. Karun Kittisataporn, an independent considered. It is the Committee’s view that CPN’s internal director, as a fourth member of the Committee. control system is adequate and appropriate.

The Committee held 11 meetings during the year with perfect Also reviewed were the annual risk-based audit plan and attendance each time. At some meetings, it consulted the performance, together with the assessment of Internal Audit’s President & CEO, the management, the external auditor, the performance. The Committee regularly consulted Internal Audit internal auditor, and non-executive directors as seen necessary executives in the absence of the management. In addition, it and provided candid views and recommendations. The reviewed the Internal Audit charter for more complete coverage Committee reported its performance to the Board of Directors and timeliness, effective from January 24, 2011. The Committee on six occasions, with the following summary of performance considers CPN’s internal controls independent and appropriate. and views:

REPORT OF THE AUDIT COMMITTEE COMPLIANCE WITH SECURITIES AND EXCHANGE ACCURACY, COMPLETENESS, AND RELIABILITY COMMISSION (SEC) LAWS, THE STOCK EXCHANGE OF FINANCIAL STATEMENTS OF THAILAND’S (SET’S) REQUIREMENTS, AND APPLICABLE LAWS Reviewed were the quarterly and annual financial statements, 020 significant accounting policies and financial reports, coupled Reviewed were CPN’s compliance with SEC laws, SET’s with the consideration of the audit scope and plans, audit regulation, and applicable laws; in addition, the Committee methods, and detected issues, jointly investigated by the regularly monitored the management’s improvement approach. management and the external auditor. It is the Committee’s The Committee considers CPN in full compliance. view that CPN’s financial reports, prepared under generally TRANSACTIONS WITH POTENTIAL CONFLICTS accepted accounting procedures, are accurate, complete, and OF INTEREST reliable with a sensible choice of accounting policies. Since CPN has numerous subsidiaries, associated companies, ADEQUACY OF INTERNAL CONTROL SYSTEM, and related companies, the Committee considers it crucial to INTERNAL AUDIT, RISK MANAGEMENT, AND GOOD pay attention to transactions with potential conflicts of interest CORPORATE GOVERNANCE and has involved the external auditor in the review of connected Reviewed were the audit reports of Internal Audit and of the transactions or those with potential conflicts of interest to ensure duties adequately and completely. and adequately its duties performed had it that Committee the of view overall the is It management. the and auditor, external the Audit, Internal of head the with relations and activities, meetings, resources, and training composition, its of 2011, 18, January on undertaken 2010, for assessment collective of by result a as reviewed Committee the were outcomes performance Self-assessment CHARTER THE UNDER PERFORMANCE OF RESULT A AS REMARKS AND VIEW OVERALL 1,510,000). (Baht year last of that as fee same the with 2011 for auditor CPN’s Phoomchai as external Limited Audit KPMG nominate to agreed and candidates four from fees and scopes, conditions, of comparison the on a report considered management the and Committee the 2011, auditor for external the of endorsement and selection the for As the view performance. satisfactory Committee’s showed the and is independence due It commanded auditor firm. external audit under external year fifth this the 2010, of performance its assess to and management the of members relevant with coordination and work its about views its seek to management the of absence the in auditor external the with meeting a held Committee The AUDITOR EXTERNAL THE OF ENDORSEMENT AND SELECTION, CONSIDERATION, SUITABILITY, CPN. of interests best the in and conditions, fair and sensible conditions, the commercial of regular with business of part course normal transactions related these considers Committee The regulations. SET’s and law applicable the to conformance

brought up to the Board for its consideration. its for Board the to up were brought which taken, be to actions arose the about consultation conclusions this clear of Out CentralWorld. at the of incident wake fire the in actions and interest, of conflicts potential with transactions or transactions connected management, risk strategic corporate practices, governance corporate good of development the concerning issues key on views their seek to directors also held The a Committee with non-executive meeting onward. was 2010, 11, charter August from revised enforced a suitable; and comprehensive more it make to charter its revised and reviewed has Committee The RESPONSIBILITIES AND DUTIES OF SCOPE ASSIGNED BOARD- THE UNDER LARGE AT INVESTORS AND SHAREHOLDERS TO INTEREST OF ITEMS OTHER Chairman of the Audit Committee Audit the of Chairman Mr. Paitoon Taveebhol Paitoon Mr. February 28, 2011 28, February

REPORT OF 021 THE AUDIT COMMITTEE CPN Annual Report 2010

REPORT OF THE NOMINATION AND REMUNERATION COMMITTEE

In 2010, the Nomination and Remuneration Committee The Nomination and Remuneration Committee did its utmost performed its duties under its charter. Two meetings were to independently complete its duties and responsibilities, held with the following summary: and provided honest opinions for the maximum benefit of the Company and the shareholders, and adequate and 1. Recruited suitable candidates for tabling to the Board and appropriate benefit for other stakeholders. The Nomination the shareholders’ meetings for their consideration and and Remuneration Committee reported its performances and nomination as replacements for retiring directors in 2010, findings to the Board for acknowledgment after each meeting. and met with approval from the shareholders.

2. Nominated Mr. Suthichai Chirathivat to replace Mr. Vanchai Chirathivat, who resigned from the chairmanship, and met with approval from the Board.

3. Considered the 2010 compensation for the Board and the sub-committees, comprising the Audit Committee, the

REPORT OF THE NOMINATION AND REMUNERATION COMMITTEE Nomination and Remuneration Committee, and the Risk Management Committee, and then submitted them to the Board and the shareholders’ meetings for consideration and approval, taking into account their responsibilities 022 and performances compared with industry peers and met with approval from the shareholders.

4. Deliberated and provided opinions on the Company’s human capital policy and organizational development, including appropriate development direction and evaluation, in support of business expansion.

Mr. Chackchai Panichapat 5. Considered succession plans for senior executives. Chairman of the Nomination and 6. Set performance goals and evaluated the President & CEO’s Remuneration Committee performance. March 1, 2011

1. follows: as were 2010 of performances management risk Notable plans. business and strategies Management Company’s the to Risk risks the the on focuses Committee Therefore, operation. the on impacts Company’s with factors external and internal by situations caused economic uncertain country’s the and expansion, business constant the circumstances, prevailing under control risk efficient and systematic as well as governance, corporate good under development management of risk stresses Board Directors the management, risk of criticality the Recognizing COMMITTEE MANAGEMENT RISK THE OF REPORT

1.4 1.3 1.2 1.1 namely: aspects management risk major four the covered Comprehensively

were efficient for acceptable risks under dynamic dynamic under risks circumstances. acceptable for controls efficient internal and were management risk that and returns ensure suitable provide to policy budget given financial the and prudent a under management organiza tional on focused Committee The risks: Financial to applicable laws. applicable strict to addition in ensured rules, external and internal with Committee compliance The risks: Compliance as well as safety risks to lives and the Company’s to assets. lives risks as well safety personnel, technology, processes, operating information investment, covering com operation, of the stages ensured prehensive Committee The risks: Operation strategies and objectives were in line with the risks risks the Company. with the by line acceptable in were objectives of and formulation strategies the and that ensured mission and the plans, with business uniform was implementation strategic that ensured Committee The risks: Strategic - -

2. as well as providing candid opinions to all units for the the appropriate. seen as for stakeholders units other and all shareholders, to the and Company the opinions of benefit maximum candid providing risk as of well as culture, implementation management risk the supported also It continual management. with risks, for proper acceptable and adequate was management the risk that Company’s ensured Committee Management Risk the 2010, In Board. the to twice and meetings, four its after Committee Audit the to provided were updates performance Committee’s The manner. proper and timely, a comprehensive, in process defined a under came reporting management Risk 3.

to prevent losses through reports of relevant departments. relevant of reports through losses prevent to and plans formulated the to conformity ensure to operation updates constant units’ including all of practices, management monitoring risk regular and systematic Ensured department, to review their understanding of risk risk of understanding every importance. its of of their awareness raise and level review management to director the among at department, management especially risk executives, developed and Promoted Chairman of the Risk Management Committee Management Risk the of Chairman Mr. Naris Cheyklin Naris Mr. March 1, 2011 2011 1, March

REPORT OF THE RISK 023 MANAGEMENT COMMITTEE CPN Annual Report 2010

REPORT OF THE CORPORATE GOVERNANCE COMMITTEE

The Board of Directors adheres to the good corporate governance • Disseminated information about the good corporate policy and continuously supports the implementation and governance policy and activities via the Company’s development of good corporate governance under SET intranet and desktop wallpaper to ensure communication regulations and the internationally accepted corporate efficiency through modern, timely, and readily accessible governance practices. The Committee was set up to oversee means of communication. such implementation. A working committee responsible for • Arranged for the publication of an illustrated article titled corporate governance promotion and public relations was “CG – easy to do, and we can do” in the ADMIRED formed to take charge of devising the implementation plan, Newsletter, the Company’s bi-monthly in-house magazine, campaigning and conducting public relations to cultivate to foster understanding among staff of the desired work awareness of corporate governance and social responsibility behavior and compliance with corporate governance among the management and all staff efficiently and effectively. principles.

In 2010, the essences of the duties performed for corporate • Offered staff an opportunity to participate in expressing governance appear below: their opinions or raising complaints through ‘idea-Box’

REPORT OF THE CORPORATE GOVERNANCE COMMITTEE 1. Ensured that the management and staff embrace the policy located at each branch or via P.O.Box 99, Patunam, on good corporate governance and act accordingly. Bangkok 10409.

2. Supported activities promoting CPN’s good corporate • Provided channels of communication for all stakeholders

024 governance principles and practices, as detailed below: who have doubts or witness any suspicious act of violation of law, regulation, or business ethics. They can file • Put up announcements and campaigns for the six corporate complaints to the Audit Committee via email: whistleblower governance principles, namely Integrity, Disclosure and @cpn.co.th, enclosed letter, or phone number +66 (0) 2 Transparency, Treat People Equality, Fair to All, Keep 667 5555 ext 1200. Promises and Confidentiality, and Care for People and Society, to cultivate awareness and stress the active • Set up a CPN volunteer group and invited staff participation implementation of good corporate governance. in social responsibility activities.

• Arranged for staff orientation to understand and acknowledge • Set up “CSR Day” activities, in co-operation with Thaipat the principles of corporate governance, as well as CPN’s Institute, to introduce and educate CPN’s staff to CSR code of conduct and core values. on an entry level, such as what CSR is, how can they and cooperation from the directors, management and staff, staff, and management directors, the from cooperation and support full with together governance, corporate of value the of appreciation and to dedication Company’s the of Because growth. sustainable and continued support and organization the to value supplement will governance corporate good to conforming that is CPN convinced stakeholders. all and and shareholders, Company, the to regulations SET with benefit reasonable and maximum the for line principles international in governance corporate Company’s the develop to determination steady with duties its did its Committee best in Governance performing The Corporate 5. 4. 3.

Audit Committee and the Board. the and the Committee to Audit governance corporate good on reported Regularly development and promotion of corporate governance. corporate of promotion and further for development (EOS) Survey Opinion Employee Implemented who are interested in taking part in energy conservation services. those conservation community and energy and activities in part taking shoppers in interested tenants, are who staff, the for widened activity, opportunities Day” “Energy less and no y-o-y, 5% consumption than energy’s reduce to targets which conservation, energy included activities Those plan. CSR company’s the to relevant are that policy activities encouraged and responsibility) social (corporate CSR a Formulated everyday”. achieved easily be can organization and fun is their “CSR of topic a within under activities CSR in participate

of Directors Association (IOD). (IOD). Association Directors of Institute Thai by 2010 companies listed of evaluation the from for the 2 the for nd year in a row, CPN got the “Excellent” rating score score rating “Excellent” the got CPN row, a in year Chairman of Corporate Governance Committee Governance Corporate of Chairman Mr. Naris Cheyklin Naris Mr. March 1, 2011 1, March

REPORT OF THE CORPORATE 025 GOVERNANCE COMMITTEE CPN Annual Report 2010

BOARD OF DIRECTORS AND MANAGEMENT TEAM

01 02 03

06 07 08 BOARD OF DIRECTORS AND MANAGEMENT TEAM 026

11 12 13

16 17 18 19 09 04 14 10 20 15 05 20 / 20 / 19 / 18 / 17 / 16 / 15 / 14 / 13 / 12 / 11 / 10 / 09 / 08 / 07 / 06 / 05 / 04 / 03 / 02 / 01 Mrs. Narttaya Chirathivat Narttaya Mrs. Chirathivat Wallaya Ms. Tangpoonsinthana Nattakit Ph.D. Numanit Terachart Mr. Chirathivat Suthipak Mr. Cheyklin Naris Mr. Chirathivat Sudthidej Mr. Chirathivat Prin Mr. Chirathivat Kobchai Mr. Chirathivat Sudhitham Mr. Chirathivat Sudhisak Mr. Chirathivat Suthichart Mr. Chirathivat Sithikiati Mr. Bunajinda Kanchit Mr. Kittisataporn Karun Mr. Tulayadhan Sunandha Mrs. Panichapat Chackchai Mr. Chirathivat Vanchai Mr. Mr. Paitoon Taveebhol Paitoon Mr. Chirathivat Suthichai Mr.

BOARD OF DIRECTORS 027 AND MANAGEMENT TEAM The awards of great pride in 2010 are just one stride for us. We are convinced that the application of shopping complex innovations to our development and management in parallel with consistently sound organizational management will lead CPN on a path to sustainable growth and regional leadership in retail property development and management. 06 05 04 03 02 01 2010 IN PRIDE GREAT OF AWARDS CentralPlaza Chaengwattana and CentralPlaza Rama II. II. Rama CentralPlaza and Chaengwattana CentralPlaza to presented was 2010 Award Energy Thailand Airport. Chiangmai CentralPlaza on conferred was (TQC) Class Quality Thailand complex shopping popular most Thailand’s as CentralWorld to presented was Award Choice Readers’ BK CentralWorld. to presented was 2010 Award Brands Super CentralWorld. to presented was Award Best-of-the-Best 2010 Governance” Corporate “Excellent rated was CPN .

in retail property development and management. and development property retail in leadership regional and growth sustainable to path a on CPN lead will management organizational sound consistently parallel with in management and development our to complex innovations shopping of application the that us. convinced for are We stride one just are 2010 in pride great of awards The “Excellent an years. earn consecutive two for CPN score Governance” helped Corporate and disclosure complete, accurate, transparent as good well as to governance commitment our corporate Furthermore, dedication. our of recognition national the confirmed Award Energy Thailand the and complexes shopping within implementation and designs conservation environmental and energy-efficient advocating by shopping unique a with responsibility environmental and of social we aware center experience, lifestyle a into shopping complexes managing and developing to addition In standard. judging international an with award national a is which Award, (TQC) Class Quality Thailand the earned has that and management developer property retail first the be to a CPN is for it year, privilege This row. a in years several for CPN to awarded Brand Super the Award, Complex in Shopping Popular Most Thailand’s and Award evident as standard management the maintains still CPN parallel, In excellence. such for ones global from to complexes forward shopping best the for moved awards regional has receiving CPN improvement, well constant is to management Thanks institutes. and international and local leading by recognized development property retail in leadership our that proved 2010 in CPN to granted awards The

AWARDS OF GREAT PRIDE 029 IN 2010 CPN Annual Report 2010

GOOD CORPORATE GOVERNANCE of the Thai retail business as a whole, which is considered a major achievement of CPN and the country’s retail property CPN was rated “Excellent Corporate Governance” industry. out of 480 listed companies for two consecutive years by the National Corporate Governance Institute in conjunction with Super Brands Award 2010 was presented Thai Institute of Directors (IOD), Stock Exchange of Thailand to CentralWorld (SET), and Securities and Exchange Commission (SEC), which by Super Brand Council, a global organization granting awards supervises and develops Thai listed companies. Based on the to companies with the strongest brands in 2010. This award 132 criteria of the Organization for Economic Cooperation was conferred on CPN for two consecutive years in competition and Development (OECD) and SET, the assessment focused with 6,000 other brands nationwide. The criteria included the on the treatment of shareholders, equality, disclosure and quality, credibility, and outstanding competency. CPN was transparency, roles of stakeholders, and responsibilities of globally recognized for its retail property development and the Board—the principles CPN holds dear to its heart and management of modern and integrated shopping complex that consistently conforms to. won the hearts of Thai people all over the country.

AWARDS OF GREAT PRIDE IN 2010 DEVELOPMENT AND MANAGEMENT OF BK Readers’ Choice Award was presented SHOPPING COMPLEXES to CentralWorld as Thailand’s most popular 2010 Best-of-the-Best Award was presented shopping complex.

030 to CentralWorld It was voted by readers of BK Magazine, a free publication by the International Council of Shopping Center (ICSC). distributed in Bangkok. With its grandeur, stylish design, ready This award honors successful and globally accepted retail access, and a complete range of products, CentralWorld best developers and management in development and design. serves the needs of urban people with various lifestyles. It was a proud step forward by CPN to be the only chosen one among hundreds of contestants around the world in a heated competition to receive this award. It is a sign of success and continuous development since 2009, when CentralWorld won the regional 2009 ICSC Asia Shopping Centre Awards – Gold Award for Development and Design Excellence. In 2010, CPN brought CentralWorld before the eyes of the world on behalf and surroundings that facilitate energy conservation, material material designs conservation, energy building facilitate that from surroundings and starting measures, significant use energy-efficient complexes shopping Both category the buildings. new under of Award Efficiency Energy for Best the Innovation earned Chaengwattana designated CentralPlaza of and buildings category the under Award Efficiency Energy Best the won II Rama CentralPlaza Energy. of Ministry the by II Rama CentralPlaza and Chaengwattana CentralPlaza to presented was 2010 Award Energy Thailand CONSERVATION ENVIRONMENTAL AND ENERGY modernity. with culture uniqueness and combines perfectly complex shopping the time, same the At lifestyles. products customers’ serve best that provide services and and experience shopping novel deliver to processes management its to innovation Airport applied therefore has Chiangmai CentralPlaza account. environmental into and responsibility social as well as takes CPN governance the addition, corporate in In part performance. crucial a overall play organization’s processes work and personnel effective Furthermore, management. and analysis knowledge and in prevention, risk planning and growth Company’s strategic the to response leadership, as such aspect, every in management of organizational CPN’s excellent witnessed Industry Ministry the under Institute Productivity National the since privilege this earned has that complex shopping first Asia’s is It Airport. Chiangmai CentralPlaza on conferred was (TQC) Class Quality Thailand

proceeded as planned and energy and environmental environmental and developed. energy continuously was and conservation planned as implementation proceeded the that ensure to assigned committee were members Furthermore, equipment. major of functions the energy on data the control and to maintain formulated are also Plans track consumption. to and planning to in accommodate brought were systems various and the to agenda Company’s conservation environmental and energy included has CPN systems. elevator ordinary to than opposed as more energy of 10% save can that systems elevator intelligent systems, namely other to applied also were technologies Additional light. similar generate that bulbs light and light natural both use that systems lighting to conditioning, energy air for required save otherwise that paints and roof, glass, as such selections,

AWARDS OF GREAT PRIDE 031 IN 2010 CPN Annual Report 2010

2010 YEAR IN BRIEF

January April 01 / 04 / • CentralWorld won the BK Readers’ Choice Award as voted • CentralWorld was closed due to the extended rally at by readers of BK Magazine, a free English-language publication Ratchaprasong Intersection, where the shopping complex is distributed in Bangkok, as Thailand’s most popular shopping located. complex. • CPN held the annual general shareholders’ meeting number 1/2010 covering two major agenda items: 1) approval of its financial statements ending on December 31, 2009, and 2) approval of dividend payments for its performance in 2009. 2010 YEAR IN BRIEF 032 • 05 • design. and development in developers operators and retail accepted globally and successful honored award This (ICSC). Centers Shopping of Council International • renovations. for closed be to complex shopping the caused performance in 2009. 2009. in performance

CentralWorld won 2010 Best-of-the Best-Award from the the from Best-Award Best-of-the 2010 won CentralWorld Fire incidents at CentralWorld damaged the assets and and assets the damaged CentralWorld at incidents Fire CPN paid a dividend per share of Baht 0.58 based on its its on based 0.58 Baht of share per dividend a paid CPN / May baht to institutional investors, through private placement placement private received. well was through which allotment investors, institutional to baht • certification. applications 9001:2008 ISO their for submit also will centers shopping opened newly- The 9001:2008. ISO by certified been have complexes shopping CPN’s 12 of Beach, total a means That Pattaya certified. also were CentralFestival and Chaengwattana Central namely Plaza complexes, shopping new Two ISO 9001:2008. to 9001:2000 ISO from standards management efficient • 06

CPN issued three-year unsecured debentures of 500 million million 500 of debentures unsecured three-year issued CPN their upgraded were centers shopping 15 of out 10 CPN’s / June

033 2010 YEAR IN BRIEF CPN Annual Report 2010

August September 08 / 09 / • CentralWorld received the Super Brands Award 2010 for • Beacon, Central Court, Dazzle, Eden, and Forum zones in two consecutive years from the Super Brands Council, a CentralWorld were reopened. A wide variety of shops provide global organization that grants awards to companies with the outstanding ambience and are ready to serve customers’ strongest brands in 2010. The award criteria included quality, needs while also delivering an enjoyable and ultimately credibility, and outstanding competency. CPN was recognized satisfying shopping experience. for its modern and integrated shopping complexes, which won the hearts of people all over the country.

• CPN has maintained its credit rating at A+ by TRIS Co., Ltd., reflecting the Company’s strength, credibility, and growth.

• CentralPlaza Chaengwattana won the Best Innovation for Energy Efficiency Award for New Buildings from Thailand Energy Awards 2010 as presented by the Ministry of Energy because it was designed for energy and environmental

2010 YEAR IN BRIEF conservation.

• CentralPlaza Rama 2 won the Best Energy Efficiency Award for Control Buildings from Thailand Energy Awards 2010 as 034 presented by the Ministry of Energy because it implemented energy-efficient measures as a key operational policy. CentralFestival Pattaya Beach, Southeast Asia’s largest largest Asia’s complex. Southeast shopping beachfront natural Beach, Pattaya of top on situated is CentralFestival hotel rooms 34-story seminar This and amenities. rooms full with banquet large provides also It Beach. Pattaya of view panoramic 180-degree a with balcony personal a has which of each rooms, guest five-star 300 over comprises hotel The destination. tourist popular a very Beach, • transparency. shareholders, and of equality, treatment the on focused assessment The companies. listed Thai developed and Governance supervised that Corporate panel National a by 2009 in Governance” • 11 The Hilton Pattaya Hotel was opened on Central Pattaya Pattaya Central on opened was Hotel Pattaya Hilton The Corporate “Excellent its for commended was CPN / November

Plc. and TMB Bank Plc. for 1,500 million baht each. baht million 1,500 for Plc. Bank TMB and Plc. • placement private received. well was through which allotment investors, institutional to baht • aspects. business all of management excellent CPN’s of organizational result a as Industry of Ministry the under Institute Productivity National the from privilege this earned had that complex shopping first Asia’s was It Award. (TQC) Class • CentralWorld. of front in arena the in Countdown Bangkok the and Asia, Southeast in tree Christmas largest the of decoration celebrations, Christmas as such activities, major for venue a as serves also but services, and wide range a product offers complete and only not complex shopping The shoppers. by received warmly was incidents, fire the by damaged previously • 12

CPN signed a four-year loan contract with Krung Thai Bank Bank Thai Krung with contract loan four-year a signed CPN million 500 of debentures unsecured five-year issued CPN Quality Thailand the achieved Airport Chiangmai CentralPlaza CentralWorld, of Atrium the in space retail re-opened The / December

035 2010 YEAR IN BRIEF CPN Annual Report 2010

BUSINESS OVERVIEW IN 2010

ECONOMIC OVERVIEW IN 2010 and consumers’ demand, the retail industry still enjoyed signifi- cant growth during the year. This was because most entrepre- The Thai economy in 2010 recovered from the previous year neurs promptly adjusted themselves to the situation by holding with a growth rate of 7.8%. The main driving force was derived sales promotions to stimulate constant repurchases, renovating from goods and service exports that grew by 28.5% in line with damaged stores, providing new retail space to ease the shops the economic revival of partner countries, especially Asian and and small entrepreneurs, and working with the public sector newly emerging countries. Consumption in the private sector in staging activities to attract tourists to return to Thailand. continuously expanded with a 5.9% growth rate despite the political unrest and floods in many regions. This was because The retail industry in Thailand falls into three major categories of the higher employment rate as well as the rise in farmers’ (shopping centers and department stores, community malls income and consumers’ confidence after the political incident and lifestyle malls, and hypermarkets), each with different was resolved. The investment in the private sector also rose business operation and target groups. by 17.6% from last year in response to the expanding future domestic and overseas demand. Furthermore, the number of 1. Shopping Centers and Department Stores

foreign tourists increased by 13.2% from last year thanks to This group focuses on modernizing shopping centers and BUSINESS OVERVIEW IN 2010 the improved economy of the countries that prefer Thailand as creating an ambience that helped shoppers feel close to their tourist destination, namely the Middle East, ASEAN, and nature. It also imports international fashion boutiques and South Asia. These factors played a crucial role in the economic increases the ratio of restaurants to serve the changing needs

036 growth of Thailand in 2010. of customers by focusing on varieties, such as chain restaurants, Japanese food and dessert restaurants, and fusion restaurants. As for domestic stability, the headline inflation rate rose by Shopping centers also put a stress on providing integrated 3.3% due to the pressure from the global oil price that tended to services that answer every customer’s demand, such as rise with the recovering global economy and higher agricultural increasing pre-school schools to enhance children’s product prices caused by climate change while the core development, tutorial schools for teenagers, and all-in-one inflation rate increased to 0.9%. beauty parlors.

COMPETITION OF RETAIL & As for its marketing activities, this group emphasizes joint WHOLESALE BUSINESS IN 2010 sales promotions with department stores and retail tenants Despite problems posed by political conflicts that affected the within the shopping centers, namely annual grand sales and overall economy as well as by a decline in tourists’ confidence sales promotion campaigns for each product category, including air” space to create a different ambience from large shopping shopping large from ambience different a create to space air” “open as developed are Malls life. suit to everyday shops customers’ target specialty and banks, parlors, outlets, beauty food schools, supermarkets, on focusing expansion, the on been has projects, suburban and urban both group, retail This Malls Lifestyle and Malls Community 2. festivals. food international as such branch, to branch from circulating activities promotional Year, New events or Chinese the as such events, sales go”. festive during to organize “food also buying prefer Supermarkets that families modern suit to smaller food frozen and food, take-home products, imported increasing on focus Supermarkets cards. credit with promotion joint and databases member using launched, continually been a of have campaigns style promotion sales the in Furthermore, shop’. in ‘shop decorated was venue look the To attention. attractive, more grab better to display product improved with parallel in goods, leather and shoes women’s as well as apparel, men’s and women’s cosmetics, as such categories, several of products unique adding on focus stores Department complexes. shopping the for name a make that events annual with parallel in hosted events image, modern a for innovative emphasize entrepreneurs the campaigns, promotion sales to addition In attraction. and interesting more campaigns promotion sales make to endorsement alliances and business from effectiveness, efficiency, on focusing by spending about cautious more are Entrepreneurs equipment. sports and apparel, women’s appliances, electrical cosmetics, target groups. target areas, broader reach and all ones, provincial and cover suburban in to especially expanded were sentiment. branches spending the Furthermore, boost and consumers shops attract of to variety greater a provided also They renovating ones. and existing projects new developing in investment their expand to continued categories three in entrepreneurs 2010, In customers. target of needs the answer better and products comprehensive more offer latter the because centers shopping Such a and away services. from project is situated large normally shopping banks, with satellite outlets, food space, retail increasing by centers hypermarkets combines project that was movement development milestone A programs. activities, loyalty and promotional sale price, on focuses still group this Overall, C. Big and Lotus Tesco market: the in players key two only left has which C, Big by Thailand Carrefour of acquisition the was in 2010 milestone The sizes. their by reducing or model pattern their adjusted have group this in entrepreneurs Lately, Hypermarkets 3. uniqueness. their maintain to themselves adapt to group this in entrepreneurs on pressure puts This ambience. natural more a creating as well as malls lifestyle and malls community from restaurants in bringing by themselves adapt constantly the centers On shopping large limited. contrary, is shops of variety the limitation, size to Due centers. in shopping available large not restaurants unique on focus and complexes

037 BUSINESS OVERVIEW IN 2010 CPN Annual Report 2010

FINANCIAL PERFORMANCE REVIEW

OVERALL PERFORMANCE In addition, FY2009 and FY2010 financial results incorporated the following non-recurring items: During 1H10, retail market had been affected by political instabilities, resulting in lower consumer spending and depressed For FY2009: tourism. The political demonstrations ended in 2Q10 with fire • A gain of 66.0 MB from an acquisition of additional investment incidents at CentralWorld. Despite this challenging year, most units in Thai Business Fund 4, a subsidiary. of CPN’s properties performed reasonably well in light of eased political tensions and improved consumer confidence in 2H10. • A gain of 3,206.9 MB from the financial lease of assets of New developments remained intact with three new projects CentralPlaza Pinklao to CPNRF.

due to open in 2011. • A one-time income of 659.0 MB from termination of Thai Business Fund 2, a subsidiary. (See notes to the financial CPN reported its FY2010 consolidated total revenues of statements for the year ended December 31, 2009 No.23) 11,646.8 MB, declined by 25.8% y-o-y while net profit dropped by 77.2% y-o-y to 1,130.5 MB. The changes in the CPN’s • A 100-MB sponsorship expense for a development of a performance when comparing this year performance to that of public park next to CentralWorld. last year were primarily due to the following distinct sources: For FY2010:

• An absence of revenue from CentralWorld Shopping Center • A reversal of provision for doubtful account of 162.7 MB, during most of the 2Q10 and 3Q10, due to the closure of incorporated in other income, and its associated interest the property. (See the “CentralWorld ” section) FINANCIAL PERFORMANCE REVIEW charge of 177.3 MB, accounted under investment income.

• A 1.5-month rent-free at The Offices at CentralWorld (See notes to the financial statements for the year ended accounted in 2Q10 and 3Q10 performance, respectively, December 31, 2010 No.4)

038 due to difficulty of access during political gatherings at • A compensation of 96.4 MB from the government for the nearby area. closure of CentralWorld during political gatherings at nearby area. • A transfer of partial assets of CentralPlaza Pinklao and the

two offices at CentralPlaza Pinklao Project to CPN Retail • A write-off (non-cash) of CentralWorld assets of totaling Growth Leasehold Property Fund (“CPNRF”) since November 804.4 MB. (Noted that a 775-MB write-off was accounted 2009 due to the financial lease of the properties to CPNRF. under Losses from write-off of assets and the remaining was incorporated in Administrative expenses.) The first distinction had the most adverse attribution to the FY2010 performance as the property was the largest revenue Without the non-recurring items, FY2010 consolidated total contributor while parts of its operating costs and expenses revenues and net profit would have dropped 3.1% y-o-y and were fixed. 32.1% y-o-y, respectively, primarily due to the closure of business interruption. the business of conditions and terms under full in compensated expected be to is normal as resumes operation fire the the until after incidents revenues lost the while policies the and insurance by said covered fully insurers are damages with property the claims that believes filed already has Risk, The management All policies. insurance Terrorism Industrial and by Interruption, Business protected is Project CentralWorld 3Q10 and 2Q10 statements. company’s financial the in them accounted and property this to related expenses and costs operating of parts incurred CPN CentralWorld, from of revenues absence the With closure. of periods the during tenants to rent no charged CPN Consequently, 3Q10. and 2Q10 of the most for closed complex the incidents, fire the and demonstration a political As the of result Complex. Shopping CentralWorld of parts and lessee, to a Store, most damages of long-term Zen causing Department fire with ended 2010, 19, on May Complex Shopping at CentralWorld incidents demonstration The Project. CentralWorld nearby demonstration political a was there 2Q10, the During CENTRALWORLD dividend profit. 48% net a FY2010 the of ratio represents payout payment dividend The 2011. 29, April on meeting shareholders’ the at approval for pending performance, FY2010 the for paid be to dividend MB) (544.7 share per 0.25 Baht proposed has Directors of Board CPN’s Project Pinklao CPNRF. to CentralPlaza at offices two the and Pinklao CentralPlaza of assets partial of transfer the and CentralWorld

property manager. the manager. as property acts CPN which of CPNRF, to transferred been have which properties the include These rooms). guest 557 (totaling 2 hotels and properties, 2 residential units), 62 office 6 (totaling towers provinces), in projects 6 and Bangkok in projects (9 centers shopping 15 managed CPN 2010, 31, December at As SUMMARY PERFORMANCE OPERATIONAL expenses. administrative consolidated FY2010 in incorporated and were written-off were – which – replaced or assets redecorated CentralWorld’s of MB 29.4 of values book net aggregate addition, In No.32). 2010, ended 31, year December the for statements financial the to notes to refer (Please MB. 775.0 of values book net aggregate at properties damaged of impairment a non-cash recorded CPN FY2010, In 3Q11. in complete to due is work reconstruction its Store, Department Zen the for As 2010. December in – area 10% retail of approximately – resumed Zone – “Atrium” by Zones followed “Forum” operations, and “Eden”, “Dazzle”, Court”, “Center September – “Beacon”, area In retail of 80% 2010. approximately an 2010, June in business in back was fire, the by unharmed was and lessee long-term a Store, Isetan Department progress. impressive an made have and begun complex the proactively at works reconstruction and Renovation earnings. FY2010 its in compensation claim expected any recorded yet not has CPN and determined claim be yet cannot negotiating negotiation such of are outcome The experts compensations. independent insurers, the relevant and management, the 2010, 31, December at As

FINANCIAL 039 PERFORMANCE REVIEW CPN Annual Report 2010

As at December 31, 2010, occupancy rate for CPN’s retail Food and Beverage Sales properties averaged 94%, slightly down from 96% of last year, For in-mall food center business, FY2010 food and beverage mainly from CentralWorld. Occupancy rate of CentralWorld sales registered 550.0 MB, down 14.0% y-o-y, mainly attributed – which was closed during most of 2Q10 and 3Q10 – stood to increasing numbers of mid-end restaurants and food parlors at 62% after re-opening in September 2010 and bounced to and more food festival events in the shopping centers 86% in December 2010 following the re-opening of “Atrium” Zone. Occupancy rate of this property is expected to reach Revenues from Hotel Operations

above 90% after Zen Department Store resumes operation. Hotel operations are considered as CPN’s non-core businesses. For FY2010, the revenues registered 157.5 MB, representing a Rental increases were achieved at almost all of properties, growth of 35.3% y-o-y from a full year contribution of Centara though at low pace. The drawback of political unrests was Udonthani Hotel & Convention Center (acquired in April 2009) limited to the newly opened malls of which effective rents in addition to revenues from the newly opened Hilton Pattaya slightly declined. Excluding CentralWorld and the five new Hotel (opened in December 2010). projects, other projects achieved an average 1.8% y-o-y

growth in effective rent. Total Costs

Despite the postponement of renovation plan at CentralPlaza Costs of Rent and Services

Lardprao Shopping Complex, enhancement project of its office For FY2010, costs of rental and service increased by 4.3% tower was pushed forward, starting in 2Q10 and completed y-o-y to 6,383.6 MB. For comparative purpose, excluding

FINANCIAL PERFORMANCE REVIEW in 4Q10. This resulted in a decline in its occupancy rate from such costs of CentralWorld and CentralPlaza Pinklao Project in 96% in December 31, 2009 to 16% at the end of this year. FY2010 and FY2009, costs of rental and service of CPN’s other properties surged by 10.0% y-o-y, primarily from new projects. FINANCIAL PERFORMANCE 040 Costs of Food and Beverage Total Revenues Costs of food and beverage in FY2010 declined 11.7% y-o-y Revenues from Rent and Services to 470.4 MB due to the drop in food and beverage sales For FY2010, consolidated revenues from rent and services previously mentioned. declined by 3.5% y-o-y to 9,822.4 MB, due to the closure of Costs of Hotel Operations CentralWorld and the transferred performance of CentralPlaza Pinklao Project to CPNRF. For comparative purpose, excluding For FY2010, costs of hotel business showed an increase of performance of CentralWorld and CentralPlaza Pinklao Project 46.7% y-o-y, reflecting a first full year of operation of Centara in FY2010 and FY2009, FY2010 revenues from rent and Udonthani Hotel & Convention Center and the opening of services would have grown 14.6% y-o-y, mainly from new Hilton Pattaya Hotel in December 2010. projects. bearing debts comprised of 61% fixed and 39% floating floating per 39% 4.4% of rate and interest average fixed weighted a with rate 61% interest of comprised interest- debts FY2010, of bearing end the at As borrowings. short-term 1,100-MB and loans long-term 4,600-MB comprising mainly MB, 5,700.0 totaling of debts new raised CPN FY2010, During new of projects. development 4,720-MB and projects, enhancement asset 1,500-MB CentralWorld, of work renovation 1,500-MB comprising MB, 7,720 to amounted FY2010 for CAPEX Total STRUCTURE CAPITAL CPNRF. to Project Pinklao CentralPlaza of performance transferred the and CentralWorld of closure the to due mainly y-o-y, 32.1% declined have would of profit net FY2010 FY2009, and profit FY2010 in items Excluding net non-recurring y-o-y. 77.2% of drop a consolidated a representing MB, 1,130.5 reported CPN FY2010, In Profit Net expansion. business to to support of number employees increased due primarily y-o-y, 6.2% by grown have would expenses CentralPlaza of and administration operating FY2010 and CentralWorld, expenses Pinklao such and mentioned items previously non-recurring the excluding purpose, comparative For administration and y-o-y. 38.4% by increased MB, 2,869.7 to operating amounted expenses consolidated FY2010, For assets. of impairment and equipments, of office amortization and depreciation fees, professional supplies, constituted office costs, promotion and expenses marketing personnel, on expenses administration and operating Total Expenses Administration and Operating Total

borrowings long-term and CPNRF, to lease property from proceeds cash flow, cash operating through funding intact, remained plans other development Nonetheless, 2011. February to Lardprao CentraPlaza of project enhancement the postponed CPN CentralWorld, of of closure As the a result of time. one company’s policy the than lower times, 0.9 at stood ratio equity to debt interest-bearing net FY2010, of end the at As solid. remained position financial expenditure, capital a large invested has company the Although rate. interest fixed of portion a increase to policy a has CPN environment, rate interest rising a In annum.

FINANCIAL 041 PERFORMANCE REVIEW CPN Annual Report 2010 CPN TODAY 15 premium shopping centers in Thailand

CPN has continually grown and enthroned as the leader in retail property market by having the largest and most modern shopping complexes in Thailand.

Nowadays, CPN develops and manages 15 shopping complexes, five office projects, two hotels, and two residential buildings. The newly opened project in 2010 was Hilton Pattaya Hotel located on top of CentralFestival Pattaya Beach on Central Pattaya Beach - a popular destination among local and foreign tourists. The project has supported growth of the city.

CPN’s long-term business strategy is to develop shopping complexes with world-class standards in potential locations, both in Bangkok and provincial areas, capable of yielding

CPN TODAY high profits. Furthermore, CPN has future plans for business expansion to overseas projects, particularly to countries with substantially high economic growth rate. 042 9 and its vicinities its and Area Metropolitan Bangkok in centers shopping shopping centers in prime provincial areas provincial prime in centers shopping 6

043 CPN TODAY CPN Annual Report 2010

POTENTIAL LOCATION… As the leading retail property developer, CPN is well aware that location is crucial for being a successful market leader. Moreover, the experiences in selecting the location of each shopping complex and profound comprehension in retail business are significant elements for CPN to obtain the highest potential location for success shopping complex development.

01 02

As Thailand’s first integrated shopping complex, CentralPlaza This shopping center was built for family and community, Ladprao comprises office building, movie theaters, Central consisting of Central Department Store, retails, restaurants, and Department Store, reputed retails both domestically and six movie theaters. Regular family-oriented and community internationally, and a convention hall. CentralPlaza Lardprao activities and easy access by public transportation, was not only the first integrated shopping complex in CentralPlaza Ramindra is a perfect shopping mall for families Thailand, but also the most popular one, drawing over 40 and community. million shoppers annually.

• Bangkok Retail GFA: 78,700 sq.m. • Bangkok Retail GFA: 23,500 sq.m. Office GFA: 17,719 sq.m. Parking space: 1,000 vehicles Parking space: 3,000 vehicles CPN TODAY 03 04 044 As the integrated shopping complex on the west side of Central Center Pattaya caters to respond to various customers- Bangkok, CentralPlaza Pinklao can respond to the needs of local residents, business and convention travelers, Bangkokians various target customer segments, such as educational who visit Pattaya during weekends, and over two million tourists institutes, offices, and communities with high purchasing who travel to Pattaya per year. Central Center Pattaya not only power and strong growth. It includes leading retail shops, food is an exquisitely decorated tropical architectural center, but also and beverage outlets, eight movie theaters, Central Department anchored by a Big C Super Center and five movie theaters. Store, and two office buildings.

• Bangkok Retail GFA: 104,500 sq.m. • Chonburi Retail GFA: 29,000 sq.m. Office GFA: 33,760 sq.m. Parking space: 400 vehicles Parking space: 3,700 vehicles high-tech game center. game a and high-tech park, water a cinema, a tower, office 37-story a tower, condominium a complex, shopping six-story a city, a of within comprising city all-encompassing an be to designed was It communities. growing rapidly with and Airport, Suvarnabhumi Bangna is CentralPlaza in situated the east side of near Bangkok, 07 • shops. comfortably to clients for region northern all-inclusive the of with items zone famous handicraft local and – hall, Village” convention “Northern a Store, multi-purpose a Department theaters, movie Robinson seven and embraces Thai It including tourists. year a foreign visitors million six approximately and shopping in largest accommodating complex the of north Thailand, entertainment the is Airport Chiangmai CentralPlaza 05 •

Chiangmai Bangkok

Retail GFA: 107,000 sq.m. 107,000 GFA: Retail Parking space: 4,600 vehicles 4,600 space: Parking units 12 Resident: sq.m. 10,000 GFA: Office vehicles 1,500 space: Parking sq.m. 2,800 Center: Convention Retail GFA: 113,000 sq.m. sq.m. 113,000 GFA: Retail

08 06 • 30-lane a space. garden public complex, and theaters, movie food leisure 10 a center, and bowling shops, retail entertainment 350 an B2S, center, HomeWork, Depot, Supermarket, Tops Office Store, Department Central has the complex in The district. highway residential main expanding a rapidly a on Bangkok, of south located is 2 Rama CentralPlaza • 26-lane a arcade. game a park, and theaters, food movie a nine center, Store, bowling Department various Central including retails, kilometers, five within place entertainment an with head complex shopping banks’ integrated only leading the is it and five offices, of vicinity the in district, economic new Bangkok’s in situated is 3 Rama - Ratchada CentralPlaza

Bangkok Bangkok

Parking space: 2,300 vehicles 2,300 space: Parking sq.m. 98,000 GFA: Retail Retail GFA: 161,500 sq.m. sq.m. 161,500 GFA: Retail Parking space: 3,200 vehicles 3,200 space: Parking

045 CPN TODAY CPN Annual Report 2010

09 10

CentralWorld located in the heart of Bangkok and became the After acquiring Siam-Jusco Rattanathibet in December 2003, largest shopping complex in South East Asia. CentralWorld CPN changed the name and refurbished the building into a houses Zen Department Store and Isetan Department Store, shopping center in a warm ambiance for families, providing the SF World Cineplex, TK Park, and flagship stores of world best comfort. The complex consists of Robinson Department renowned brand. Other components to complete the Store, Index Living Mall, HomeWork, Office Depot, cinemas, comprehensive project are a grade - A office building with and a bowling center to add varieties to truly be the family’s 45-storey. With its prime location and variety, CentralWorld favorite shopping mall. has become an admired destination among local and foreign tourists.

• Bangkok Retail GFA: 302,100 sq.m. • Nonthaburi Retail GFA: 105,000 sq.m. Office GFA: 127,400 sq.m. Parking space: 2,000 vehicles Parking space: 7,000 vehicles CPN TODAY 11 12 046 Being the largest and most comprehensive lifestyle shopping CentralFestival Pattaya Beach is Asia’s largest natural beachfront complex on the northwestern side of Bangkok, the complex is shopping complex. The project comprises a shopping mall outstanding for its design technology with energy-saving and and Hitton Pattaya Hotel with 360 panorama view of Pattaya eco-friendly. The shopping complex consists of a seven-storey Beach. The project has brought modern and lively lifestyle of shopping mall and a 16-storey of office tower. Surroundings center to the tourist city. The complex includes Central by Government Centre and commercial buildings, the project Department Store, SFX Cinema, and over 350 shops in total has become a destination for all needs with completed of renowned fashion boutiques, international restaurants, retail combinations of Central Department Store, cinema, fashion shops, as well as the arena in front of the shopping mall for and boutique shops, food and beverage outlets, as well as lively activities among local and foreign tourists. over 300 leading stores.

• Nonthaburi Retail GFA: 160,000 sq.m. • Chonburi Retail GFA: 240,000 sq.m. Office GFA: 19,700 sq.m. Hotel: 300 rooms Parking space: 3,200 vehicles Parking space: 2,000 vehicles units in Northeastern region of Thailand. of region commercial and Northeastern in units centers, government activities, of center a educational be to province of Khonkaen allowed completion has and project the variety The center. well as convention beverage, large a and as food boutiques, fashion shops, retail 250 over and bowl, strike Robinson City, Cinemas SF finds Store, one Department Inside conservation. energy for concept green-building a by and form, cultural and art Northeastern of style architectural an with Northeast the of complex shopping lifestyle modern most and largest the is Khonkaen CentralPlaza 15 • rooms. conference multipurpose sizeable and rooms Fulfilling 255 with Hotel shops. Udonthani Centara is scope project’s retail the 400 over movie and alleys, Supermarket, bowling Tops theaters, Store, Department consists Robinson complex of shopping The alike. countries neighboring from the those and Thais of with popularity finds that complex Northeast upper lifestyle the is Indochina to route en Located 13 •

Udonthani Khonkaen

KHONKAEN UDONTHANI Retail GFA: 85,000 sq.m. sq.m. 85,000 GFA: Retail Parking space: 2,100 vehicles 2,100 space: Parking sq.m. 4,800 Center: Convention vehicles 2,000 space: Parking rooms 255 Hotel: Retail GFA: 186,000 sq.m. sq.m. 186,000 GFA: Retail 14 • zone. entertainment and beverage, and food boutiques, fashion shops, retail of varieties 250 over and city, the in karaoke modern first the City, Cinemas SF Depot, Office SuperSports, PowerBuy, B2S, Market, Tops Carrefour, Store, Department Robinson through finds one Inside permeating façade. glass clear sunlight the the feel to shoppers design enable to architectural unique a by marked province, in Chonburi complex shopping lifestyle complete most and largest The

Chonburi

CHONBURI Parking space: 1,500 vehicles 1,500 space: Parking sq.m. 100,000 GFA: Retail

047 CPN TODAY CPN Annual Report 2010

OPERATIONAL PERFORMANCE OF ASSETS UNDER CPN’S MANAGEMENT

01 02

Retail Properties CentralPlaza CentralPlaza Lardprao Ramindra

Year of Operation December 1982 November 1993

Development Greenfield Greenfield

Land Ownership Leasehold end of 2028 Leasehold end of 2023

Investment Cost of Total 2,757 590 Project 2 (MB)

Leaseable Area (Sq.m) 55,583 17,160 OPERATIONAL PERFORMANCE OF ASSETS UNDER CPN’S MANAGEMENT Occupancy Rate (%) 97% 100%

No. of Tenants (shops) 339 78 048 Top Five Anchor SFX Cinema SFC Cinema, PowerBuy, Tenants 3 SuperSports

Remarks: 1 For CentralPlaza Pinklao, 42% of asset was subleased to CPNRF since November 2009 to December 2024. For CentralPlaza Ratchada-Rama III, 81% of asset was leased to CPNRF since August 2005 to August 2035. For CentralPlaza Rama II, 96% of asset was subleased to CPNRF since August 2005 to August 2025. Operational performance of CentralPlaza Pinklao, Ratchada-Rama III, and Rama II includes those of assets transferred to CPNRF and CPN acts as the property manager. 2 Excludes annual lease payment, as at the end of 2010. 3 Anchor are tenants who occupy over 1,000 sq.m. of leaseable area. SB Furniture, B2S Furniture, SB Cinema, EGV 255 98% 60,562 1,101 2024 of end Leasehold Greenfield 1995 March Pinklao CentralPlaza 03 1 SuperSports Cinema, SFC 132 97% 15,226 354 2015 of end Leasehold Greenfield 1995 July Pattaya Center Central 04 Califonia Wow, IT City IT Wow, Califonia Cineplex, Major Market, Tops Store, Department Robinson 533 100% 75,968 2,993 Freehold Acquisition 1996 March Airport Chiangmai CentralPlaza 05

IT City IT First, Fitness Bowling, & Cineplex Major 292 97% 58,359 1,128 Freehold Greenfield 1997 October Ratchada-Rama III Ratchada-Rama CentralPlaza 06 1 Acquisition 2001 December Bangna CentralPlaza IT City IT R’Us, Toy Bowling, & Cineplex Major 299 99% 55,738 3,923 Freehold 07 Data as of 31 December 2010 December 31 of as Data

OPERATIONAL PERFORMANCE OF 049 ASSETS UNDER CPN’S MANAGEMENT CPN Annual Report 2010

08 09 10 11

Retail Properties CentralPlaza CentralWorld CentralPlaza CentralPlaza Rama II 1 Rattanathibet Chaengwattana

Year of Operation December 2002 December 2002 December 2003 November 2008

Development Greenfield Acquisition Acquisition Greenfield

Land Ownership Leasehold end of 2025 Leasehold end of 2032 Freehold Freehold

Investment Cost of Total 1,002 15,838 2,134 5,050 Project as end of 2010 2

Leaseable Area (Sq.m) 99,537 187,046 77,008 65,478 OPERATIONAL PERFORMANCE OF ASSETS UNDER CPN’S MANAGEMENT Occupancy Rate (%) 99% 86% 99% 96%

No. of Tenants (shops) 343 479 216 393 050 Top Five Anchor Central Isetan Department Store, Robinson SFX Cinema, Fitness First Tenants 3 Department Store, Zen Department Store, Department Store, HomeWorks, SF World Cinema, HomeWorks, SFC Cinema, Major Cineplex & Central Food Hall, Index Living Mall, Bowling, Tops Super, Center Point Tops Market Office Depot

Remarks: 1 For CentralPlaza Pinklao, 42% of asset was subleased to CPNRF since November 2009 to December 2024. For CentralPlaza Ratchada-Rama III, 81% of asset was leased to CPNRF since August 2005 to August 2035. For CentralPlaza Rama II, 96% of asset was subleased to CPNRF since August 2005 to August 2025. Operational performance of CentralPlaza Pinklao, Ratchada-Rama III, and Rama II includes those of assets transferred to CPNRF and CPN acts as the property manager. 2 Excludes annual lease payment, as at the end of 2010. 3 Anchor are tenants who occupy over 1,000 sq.m. of leaseable area. 12 Strike Bowl, Toy R’Us Toy Bowl, Strike & Cinema SFX 309 95% 57,993 5,903 Freehold Greenfield 2009 January Beach Pattaya CentralFestival 13 Bowling, Sport World Sport Bowling, & Cineplex Major Store, Department Robinson 189 98% 49,344 2,236 Freehold Acquisition 2009 April Udonthani CentralPlaza

14 Fitness First, SuperSports First, Fitness PowerBuy, Market, Tops Cinema, SFC 286 95% 39,762 2,689 Freehold Greenfield 2009 May Chonburi CentralPlaza 15 Tops Market, PowerBuy Market, Tops Bowl, Strike & Cinema SFC 347 87% 49,848 3,909 Freehold Greenfield 2009 December Khonkaen CentralPlaza

OPERATIONAL PERFORMANCE OF 051 ASSETS UNDER CPN’S MANAGEMENT CPN Annual Report 2010

01 02

Office Properties Lardprao Office 1 Pinklao Tower A Office 2

Year of Operation December 1982 March 1995

Development Greenfield Greenfield

Land Ownership Leasehold end of 2028 Leasehold end of 2024

Leaseable Area (Sq.m) 17,719 22,426

Occupancy Rate (%) N/A 96%

No. of Tenants (units) N/A 53 OPERATIONAL PERFORMANCE OF ASSETS UNDER CPN’S MANAGEMENT

Major Business Type Tutorial, Language, and Tutorial, Language, and of Tenant Computer School, Clinic, Computer School, Health Care & Beauty Government Agency, 052 Parlor, General Offfice General Offfice Administration Administration

Remarks: 1 Lardprao Office has undergone a complete renovation. 2 Pinklao Tower A and Tower B were subleased to CPNRF since November 2009 until December 2024. Offfice Administration Offfice General Parlor, Beauty & Care Health Clinic, School, Computer and Language, Tutorial, 30 99% 10,007 Freehold Acquisition 2001 December Office Bangna 03

Services Services & Communication Consultant, Business & Law Institution, Financial & Bank Corporation, Multinational 97 93% 82,796 2032 of end Leasehold Acquisition 2004 November CentralWorld at Offices The 04

Offfice Administration Offfice General Parlor, Beauty & Care Health Clinic, School, Computer and Language, Tutorial, 49 100% 11,335 2024 of end Leasehold Greenfield 2006 March Office B Tower Pinklao 05 2

Administration Administration Offfice General Services, & Communication Parlor, Beauty & Care Health Clinic, School, Computer and Language, Tutorial, 32 56% 19,708 Freehold Greenfield 2009 March Office Chaengwattana 06

OPERATIONAL PERFORMANCE OF 053 ASSETS UNDER CPN’S MANAGEMENT CPN Annual Report 2010

01 02

Hotel Properties Centara Udonthani 1 Hilton Pattaya 2

Year of Operation April 2009 November 2010

No. of Guest Rooms 255 302

Occupancy Rate (%) 63% 40%

Remark: 1 CPN is the project owner and Central Plaza Hotel Plc is the hotel manager. 2 CPN is the project owner and Hilton Hotel Corporation is the hotel manager.

OPERATIONAL PERFORMANCE OF ASSETS UNDER CPN’S MANAGEMENT 01 02

Residential Properties Langsuan Colonade Central City Residential 1 054

Year of Operation December 1998 December 2001

Leaseable Area (Sq.m) 4,466 1,907

Occupancy Rate (%) 72% 55%

Remark: 1 CPN owns partial of the building (Strata title). FUTURE PROJECTS FUTURE of Robinson Department Store Plc) Store Department Robinson of responsibility the under is which Store, Department Robinson : Investment 2011. March of end the at : schedule Opening budgeted. : Progress River, along Mekhong upper countries the to gateway trading a as Chiangrai promoted also addition, was In Thailand. and Myanmar of Union The namely countries Republic, People’s Democratic Lao of China, four People’s Republic amongst Rectangle Economical the called region economic a major as North the promote to policy growing and trading zone tourism as a result of the government’s a is considered location this In addition, vicinity. its and province in Chiangrai power purchasing and population of growing terms : Potential a as vehicles. well 1,000 than more as accommodate can which lot parking cafés, and restaurants centers, service banks, stores, fashion and boutique including shops, retail 280 over cinemas, five are also There Buy, Power SuperSports. and B2S, Tops Market, including tenants, anchor and Store Department of Robinson consists project The to CPN. belongs sq.m 46,600 which of sq.m, 62,000 of area project total a with ownership) : Size Thailand) (Northern Province Rai Chiang District, Muang : Location CHIANGRAI CENTRALPLAZA Approximately 52-rai plot of land (CPN has the land land the has (CPN land of plot 52-rai Approximately On Phaholyothin Road, Rop Wiang Sub-District, Sub-District, Wiang Rop Road, Phaholyothin On Under construction, progressing as planned and and planned as progressing construction, Under This project is located in a high-potential area in in area high-potential a in located is project This Approximately 1,500 MB (excluding investment in investment MB (excluding 1,500 Approximately The project is expected to be inaugurated inaugurated be to expected is project The

055 FUTURE PROJECTS CPN Annual Report 2010

CENTRALPLAZA PHITSANULOK CENTRALPLAZA RAMA IX

Location : On Singwat (Highway 12), Plai Chumpol Sub-District, Location : At the intersection of Ratchadaphisek Road and Muang District, Phitsanulok Province (Northern Thailand) Rama IX Road, next to the Rama IX MRTA (subway) station, Bangkok Metropolis Size : Approximately 105-rai plot of land (CPN has the land Size : Approximately 15-rai plot of land (the lease right ends ownership) with a total project area of 63,000 sq.m, of which in 2040) and a total project area of 220,000 sq.m. The project 40,200 sq.m belongs to CPN. The project consists of Robinson consists of Robinson Department Store,which is a flagship Department Store and anchor tenants, including Tops Market, store, and anchor tenants, including Tops Supermarket, Power Power Buy, B2S, and SuperSports. There are also five cinemas, Buy, B2S, SuperSports, and Office Depot. There are also over over 230 retail shops, including boutique and fashion stores, 330 retail shops, including boutique and fashion stores, banks, banks, service centers, restaurants and cafés, as well as a service centers, restaurants and cafés, entertainment complex parking lot which can accommodate more than 1,000 vehicles. with 10 cinemas, a 3,000-sq.m. Ice-Rink, and 16,400-sq.m. office spaces, As well as a parking lot which can accommodate Potential : The project is located in Phitsanulok Province, the more than 2,500 vehicles. center of business in the lower North. It links Northern regions with Central region and Indochinese countries, namely People’s Potential : The project is situated in a business and an Republic of China, Lao People’s Democratic Republic, Socialist entertainment zone conveniently accessed by mass transit Republic of Vietnam, and The Union of Myanmar, in compliance systems, including BTS and MRTA (the first private project with the government’s policy of East – West Economic Corridor. authorized to link a tunnel with MRTA station), an Airport Link station and the second-stage expressway. Moreover, it is

FUTURE PROJECTS With an easy access to public utility, as well as growing surrounded by residences, hotels, offices, embassies, the population and purchasing power in Phitsanulok and its six Export Promotion Center, exhibition and convention centers, surrounding provinces, CentralPlaza Phitsanulok is ready to government agencies, and educational institutions. Therefore grow with the sustainable economy of the region. this project will become a new meeting point for customers 056 Progress : Under construction, progressing as planned and with high purchasing power.

budgeted. Progress : Central Pattana Nine Square Co., Ltd., a subsidiary with 95% of CPN’s stake, has signed a long-term lease Opening schedule : The project is expected to be inaugurated agreement with the landlord of CentralPlaza Rama IX Project in October 2011. for 30 years, ending June 30, 2040, with the rights to renew

Investment : Approximately 1,300 MB (excluding investment in the land lease agreement for another 10 years. Currently, Central Plaza Rama IX Project is under construction, progressing as Robinson Department Store, which is under the responsibility planned and budgeted. of Robinson Department Store Plc) Opening schedule : The project is expected to be inaugurated in December 2011

Investment : Approximately 5,100 MB Department Store) the of Department responsibility the under is Which Store, Department in : Investment 2012. June in : schedule Opening budgeted. : Progress five with connected border its provinces. to thanks the of spot region tourism and southern trade major a also is province The agencies. government and institutions, major educational by attractions, surrounded is project the Furthermore, increasing. steadily is number whose tourists, foreign and local target of the group reach and city expanding the to respond well project can the airport, the new with a city on the links that location road a economic With South. upper the of center trade : Potential 1,400 than more vehicles. accommodate can which lot parking a as well as center, convention a multipurpose cinemas, cafés, and restaurants centers, service banks, stores, and fashion boutique B2S, and There SuperSports. are over 250 retail shops, including Buy, Power Market, Tops including tenants, anchor and Store 52,200 sq.m belongs to CPN. The project which consists of of Department sq.m., 73,500 of area project total a and ownership) : Size Thailand) (Southern Province Thani Surat District, Muang Sub-District, Pradu Wat : Location SURATTHANI CENTRALPLAZA Approximately 62-rai plot of land (CPN has the land land the has (CPN land of plot 62-rai Approximately On the airport highway merging with Highway 417, 417, Highway with merging highway airport the On The project is located in Suratthani Province, the the Province, Suratthani in located is project The Under construction, progressing as planned and and planned as progressing construction, Under Approximately 2,200 MB (excluding investment investment (excluding MB 2,200 Approximately The project is expected to be inaugurated inaugurated be to expected is project The

responsibility of Central Department Store) Department Central of the under responsibility is Which Store, Department Central in investment : Investment 2013. in : schedule Opening : Progress power. growth purchasing in remarkable their enhance will and which local tourists, among foreign destinations tourist popular are vicinity its and Chiangmai Furthermore, provinces. to northern other leads several easily which operators superhighway, the along business investors and commercial of groups by surrounded : Potential vehicles. 2,000 over for over lot parking and as well as Store shops retail 250 Department Central of sq.m. consists 250,000 of project area The project total a with ownership) land : Size Muang Thailand) (Northern Province Mai Sub-district, Chiang Ham District, Fa Road, Saket Chiangmai-Doi : Location CHIANGMAI CENTRALFESTIVAL Approximately 70-rai plot of land in total (CPN has the the has (CPN total in land of plot 70-rai Approximately A detailed feasibility study is ongoing. is study feasibility detailed A This project is located in a high-potential area area high-potential a in located is project This At the intersection of the superhighway and and superhighway the of intersection the At Approximately 5,000 million baht (excluding (excluding baht million 5,000 Approximately The project is expected to be inaugurated inaugurated be to expected is project The

057 FUTURE PROJECTS CPN Annual Report 2010

FORMER PRE-CADET SCHOOL PROJECT OVERSEAS PROJECTS

Location : At the intersection of Rama IV Road and Wireless Since the Company has foreseen business opportunities and Road, next to the Rama IV MRTA station (subway), in Bangkok’s would like to diversify risks, for the past three years, CPN has Central Business District (CBD) studied opportunities to expand its investment abroad by focusing its interest on Asian countries with high potential and Size : Approximately 40-rai plot of land in total economic growth. Yet, CPN is aware of differences in market

Potential : This project is located in Bangkok’s CBD and circumstances, competition conditions, and risks arising from surrounded by office buildings, exhibition and convention overseas businesses. The Company, therefore, has appointed centers, and hotels, with easy access from every route. In a team of specialists to study economic, social, and political addition, in front of this project is the Rama IV MRTA station. conditions, industry and competition, business laws, and other risks in each country that CPN is interested in to ensure that Progress : The Crown Property Bureau, the landlord, has overseas investment has been carried out prudently for steady agreed to award CPN as a property developer for 30 years. and sustainable growth. Currently, CPN is waiting to sign a long-term land lease agreement and to grant the right of the land from the Crown Property Bureau. This process is expected to be completed in 2011. FUTURE PROJECTS 058 • all exceeds that value expectations.” of outstanding developer offering property everyone, retail admired most the be “To stakeholders all of developer retail admired Most 1. missions. four implementing is CPN vision, our To achieve Experience Rewarding World-Class Developer with Property Retail Regional Dynamic and Admired Most the To be MISSION & VISION • • • MISSION VISION •

alliances. alliances. and investors, shareholders, to returns sustainable and high offering by investors for choice of complex shopping the Be Be the shopping complex of choice for customers by by customers for experience. shopping choice pleasurable of creating complex shopping the Be long-term relationship. relationship. long-term fostering while success commercial achieving by partners business and tenants for choice of complex shopping the Be a promising future and caring work environment. environment. work caring and future promising a by offering employees for of choice complex Be shopping the serve public demand. demand. public serve best to projects CSR implementing and pride community’s the as complex large shopping at outstanding society each for developing by choice of complex shopping the Be impression on customers’ mind. customers’ on impression deepest the make and needs customers’ serve to with subsidiaries forces joins and shoppers for experience new activities create to unique initiates environment, and energy and work conserve its ease to technology latest the needs. applies their also meet CPN that outlets modern develop and new will with retail space We fill consistently life. and our of complexes to shopping way one-of-a-kind response in fast-changing developer customers’ property most the retail be to us advanced drive will information. to dynamism own our access Therefore, easier and expectations complex more and higher their to due Company the to a challenge poses grave customers of dynamism the that aware well is CPN lifestyles.” dynamic customers’ target serve to shops unique creating retail in modern of selection a wide with complexes shopping developer retail dynamic a be “To developer retail Dynamic 2.

059 VISION & MISSION CPN Annual Report 2010

3. Regional retail developer 4. World-Class Rewarding Experience

“To be the region’s high-potential leader in retail property “To be the shopping complex of choice for customers, development and attract everyone’s attention as a key offering superior shopping experience to any other player in the market.” competitor in every market”

With continuous and sustainable growth in mind, CPN’s next CPN is well aware that we are not only a retail property ambition is to be a regional company. We are determined to developer, but also one that brings blissful experience to become a well-known and successful regional retail property shoppers. Our care for customers is reflected in every element developer. Following in-depth market studies, regional of our shopping complexes, such as a variety and novelty of strategies are formulated alongside prudent business retail shops, attractive activities, and full range of facilities. plans. Meanwhile, the organization and team make constant These will be combined with the world-class standard CPN VISION & MISSION progress in development to be capable and ready to firmly stands for. We are therefore confident that creating seamlessly run overseas businesses. happiness at the global level will lead us to be number one in customers’ mind and become a regional leader in the future. 060 3. 2. 1. through: needs dynamic customers’ to respose and capability for competitive complexes shopping on managing CPN focuses STRATEGY MANAGEMENT MALL cost. and time save to technology the construction applying latest and studying including development, complex shopping efficient of improvement process the with parallel in competitive staying while expectations customers’ meet can that mix merchandise and complex shopping each the of out pattern lay to demand customers’ and markets of study the emphasizes Company The time. of achieving period while short a in needs success customers’ serve can that great potential with complexes shopping developing on focuses CPN STRATEGY DEVELOPMENT MALL CPN missions, challenging strategies: corporate following the formulated has four management and vision its on Based STRATEGIES

quality of service, facilities on a par with international international with par a on facilities service, of quality on personnel, CPN focuses management: and facility Service communicated via different channels. channels. different via communicated efficiently be will All shoppers. for experiences memorable create that events novel and outstanding on is emphasis the events, As for value. superior to create shops retail allied and conducted with department stores, Central Group businesses, promotion sales joint on focuses CPN activities: Marketing together with that obtained from subsidiaries and trade trade and alliances. subsidiaries from obtained that with together research, and study on market from based obtained demand information the customers’ address and complexes shopping modernize to retailors international and local new finds and mix tenant adjusts constantly CPN shops: Retail

preparation for effective IT systems to accommodate the the accommodate organization. the to of growth future systems IT effective for preparation and Quality processes, work Thailand efficient of the development with criteria, Award of compliance in improvement on organization focuses the development Organizational engagement. employee and as well as governance, corporate good skills, responsibility, social their nurturing leadership and capability their employees, CPN’s developing be to applicants qualified selecting recruiting from and starts process business development support The and expansion. goal, the toward work which consistently resources, ready, be can they that human so development like personnel emphasize functions key covers This STRATEGY ORGANIZATIONAL sustainable a in way. feet help their to on stand communities community and and society society the repaying of of cultivation awareness and development, social conservation, and community environmental and energy on focuses CPN STRATEGY SUSTAINABILITY management. and complexes shopping of patterns out laying as well as partners, and alliances networking international with with parallel in markets and potential of selection, prioritization market regulations, behavior, limitations, customer competitors, of studies market in-depth covers This STRATEGY REGIONAL standards, and application of advanced technology to to technology satisfaction. customers’ advanced maximize of application and standards,

061 STRATEGIES CPN Annual Report 2010

NATURE OF BUSINESS

Established on June 17, 1980, to develop and manage large- 31, 2010), based on the retail-space size of its shopping format and integrated shopping centers, the Company has complexes. been listed on the Stock Exchange of Thailand (SET) since CPN’s shopping complex development starts from acquiring March 1, 1995. Its current issued and paid-up share capital is Baht 2,178,816,000, of which the majority is held by Central strategic locations, conducting feasibility studies, supervising Holdings Co., Ltd., and Chirathivat family members. CPN’s core designs and construction, administering sale, to managing businesses comprise development of large-scale shopping the shopping complexes after their commercial opening. Also complexes and provision of retail space for rent and services. in the scope of work is the provision of utilities, together with At present, CPN manages 15 shopping complexes, owning security and cleaning services at each site. 12 projects , with three leased out to CPN Retail Growth OFFICE BUILDINGS Leasehold Property Fund (CPNRF). CPN also runs office, residential, and hotel buildings as its supporting business to The office building business involves the development of office optimize the use of land, diversify income sources, and draw in buildings for rent, whereas there is demand for office space in more customers to shopping complexes. CPN operates related shopping complex areas. It was found that the office building businesses, such as water and recreational parks, and food business not only complements that of the shopping complex, centers in some shopping complexes to facilitate shoppers. but also adds value to the project. It also enhances land Services and facilities provided at each complex mainly depend usage and efficiency of car park management. The decision on locations and the needs of target customers. to develop an office building depends mainly on supply and

NATURE OF BUSINESS demand for office space at each location. Income from the CPN’s business falls into various business groups. Categorized business comprises rental of office space, rental of retail shops by the source of income, there are six business groups, described in office buildings, and utility service fees. as follows: 062 CPN’s office building development starts from conducting SHOPPING COMPLEXES feasibility studies, supervising designs and construction, leasing,

CPN’s main source of income, the shopping complex business to managing the buildings when they come into operation. generates over 80% of the total revenue. Income includes Also in the scope of work is the provision of utilities, together rental of retail spaces, utility, and security services, apart from with security and cleaning services at each site. cleaning services at 12 properties. Another source of income in At present, CPN runs five office building projects at this category is the management fee at three property projects CentralPlaza Lardprao, CentralPlaza Pinklao, CentralPlaza under CPNRF and a share of profits from investment in CPNRF. Bangna, CentralWorld (The Offices at CentralWorld), and According to its estimated data, CPN earned a 22% market CentralPlaza Chaengwattana. For office buildings, CPN owns share of the retail property market in Bangkok (as of December four projects and manages one under CPNRF: Pinklao Tower respectively for the maximum benefit. maximum the for Hotel, to respectively Pattaya Hilton and Corporation, Hotel Hotel Udonthani Centara Hilton manage and Plc namely Hotel companies, Plaza Central has management CPN hotel 2010). expert November employed on open CentralFestival and of Beach top on Pattaya (situated rooms 300 with Hotel Pattaya Hilton is other the and 2009) April in CPN by acquired Complex, Charoensri of part a Hotel, as Royal Grand known Charoensri (formerly Hotel Udonthani Centara and 255-room is the One hotels. two Convention owns CPN Currently, Incentive industry. Exhibition) (Meeting MICE the of the growth serve to centers convention and rooms, seminar rooms, guest comprises business hotel The potential. growth project’s the and areas, surrounding supply, demand, include location, investment project hotel of consideration for principles Key investment. on return maximum the for properties of use most adds This value to practice business. each by project the making retail the supports that demand natural a is there since same areas the in located are centers shopping and hotels CPN’s HOTELS there. headquarters their base to looking companies multinational and foreign, and Thai both businesses, leading are tenants most so district, business central the of heart the in located building A office a grade is it because different is World Central at Offices The firms. brokerage securities and parlors, beauty schools, music and language schools, tutorial as such complexes, shopping from benefiting businesses of operators mostly are projects in Chaengwattana CentralPlaza CentralPlaza and Bangna, Pinklao, buildings office CentralPlaza of Lardprao, Tenants CentralPlaza buildings. Office B and A -

income from the sale of food and beverage in food centers. food in beverage and food of sale the from income sizeable earns CPN dishes. ready-to-serve and economical of variety wide a with customers providing for intended are They complexes. to shopping essential are considered Centers Food CENTERS FOOD restaurants. and renowned area, activity an playground, children a consisting park, and health a of public the to open 2, Rama CentralPlaza of and premises the on park Bangna recreational a large-scale Park”, “Central CentralPlaza of floor sixth the on Park” Water “Leoland are category this in projects Current key. are project To the in availability space communities. and land of size the happen, this make surrounding in people and customers more to happiness attract bring also but they complexes, can shopping to only customers Not complexes. shopping of and services to features variety adding complexes, for shopping businesses supporting are parks recreational and parks Water PARKS RECREATIONAL AND PARKS WATER Bangna. CentralPlaza of premises the on 12-unit condominium a Condominium, Residence City Central is other the and apartment, serviced projects. a 50-unit Colonade, Suan Lang is One building residential two manages CPN present, At BUILDINGS RESIDENTIAL

063 NATURE OF BUSINESS CPN Annual Report 2010

Currently, the projects under the management of CPN and its subsidiaries are:

Operated Shopping Office Hotel Residential Food since Complexes Buildings Buildings Centers

Projects Owned by CPN CentralPlaza Lardprao December 1982 o o o CentralPlaza Ramindra November 1993 o Central Center Pattaya July 1995 o CentralPlaza Chiangmai Airport March 1996* o o Lang Suan Colonade December 1998 o CentralPlaza Bangna December 2001* o o o o CentralWorld December 2002* o o CentralPlaza Rattanathibet December 2003* o o CentralPlaza Chaengwattana November 2008 o o o

NATURE OF BUSINESS CentralFestival Pattaya Beach January 2009 o o o CentralPlaza Udonthani April 2009* o o o CentralPlaza Chonburi May 2009 o o CentralPlaza Khonkaen December 2009 o o 064

Projects Managed by CPN CentralPlaza Pinklao ** March 1995 o o o CentralPlaza Ratchada-Rama 3 *** October 1997 o o CentralPlaza Rama 2 **** December 2002 o o

Remarks: * Year when CPN acquired the asset ** 42% of CPN’s shopping malls and all of the office buildings were subleased to CPNRF from November 2009 to December 2024 *** 81% of CPN’s asset was leased to CPNRF from August 2005 to August 2035 **** 96% of CPN’s asset was subleased to CPNRF from August 2005 to August 2025 support, and participation with other individuals or teams, both inside and outside the organization. organization. the outside and inside both teams, or individuals other with participation cooperation, and willingness, with support, giving by others with relationships positive nurture and foster must personnel its that stresses CPN continuous for to striving Committed jobs, their on knowledge thorough and quality. service. work and professionalism business to concerning value their add issues to all account self-development into demonstrate taking must while results personnel desired for All drives and achievement work stresses CPN to Committed stakeholders. all and organization the of benefit the for action any as well as participation, and fairness, honesty, reliability, to develop by others acceptance extensive gain and trust to build is determined CPN to Committed one as innovation and uniqueness. approach, CPN’s stress thinking, to for performance and personnel its procedures of one business every improve in to way creativity positive promote to determined is CPN to Committed VALUES OUR JOINT ACHIEVEMENT OF BUSINESS PARTNERS BUSINESS OF ACHIEVEMENT JOINT EXCELLENCE TRUST SATISFACTION CREATING

065 OUR VALUES CPN Annual Report 2010

REVENUE STRUCTURE OF THE COMPANY AND ITS SUBSIDIARIES

% of Year 2010 Year 2009 Year 2008 Year 2007 Year 2006

Type of Business / Operated By Shareholding Amount % Amount % Amount % Amount % Amount %

Shopping Centers 9,142 80.3% 9,254 78.7% 7,244 73.6% 6,680 74.9% 5,545 71.6% • Central Pattana PLC. • Central Pattana Chiangmai Co.,Ltd. 99.99% • Bangna Central Property Co.,Ltd. 99.99% • Central Play Land Co.,Ltd. 99.99% • Central Pattana Rama 3 Co.,Ltd. 99.99% • Central Pattana Rama 2 Co.,Ltd. 99.99% • Central Pattana Rattanathibet Co.,Ltd. 99.99% • CPN Pattaya Beach Co.,Ltd. 99.99% • Central World Co.,Ltd. 100.00% • Central Pattana Khon Kaen Co.,Ltd. 78.13% • Central Pattana Chonburi Co.,Ltd. 99.99% Office Buildings 655 5.8% 898 7.6% 868 8.8% 809 9.1% 733 9.5% • Central Pattana PLC. • Bangna Central Property Co.,Ltd. 99.99% • Central World Co.,Ltd. 100.00% Hotel 158 1.4% 116 1.0% ------• Central World Co.,Ltd. 100.00% • CPN Pattaya Beach Hotel Co.,Ltd. 99.99% Residences 20 0.2% 21 0.2% 24 0.2% 19 0.3% 22 0.3% REVENUE STRUCTURE OF THE COMPANY AND ITS SUBSIDIARIES • Langsuan Realty Co.,Ltd. 99.99% • Bangna Central Property Co.,Ltd. 99.99% Water and Recreation Park 6 0.05% 5 0.04% 7 0.1% 9 0.1% 10 0.1% • Central Pattana Rama 2 Co.,Ltd. 99.99% 066 • Bangna Central Property Co.,Ltd. 99.99% Food Centers 550 4.8% 639 5.4% 456 4.6% 378 4.2% 397 5.1% • Central Food Avenue Co.,Ltd. 99.99% • Central Pattana Chiangmai Co.,Ltd. 99.99% • Bangna Central Property Co.,Ltd. 99.99% • Central Pattana Rama 2 Co.,Ltd. 99.99% • Central Pattana Rattanathibet Co.,Ltd. 99.99% • Central World Co.,Ltd. 100.00% Interest Income 226 2.0% 27 0.2% 167 1.7% 110 1.2% 159 2.0% Share of Profit of Associate 475 4.2% 451 3.8% 362 3.7% 317 3.5% 299 3.9% Other Income 156 1.4% 343 2.9% 712 7.2% 601 6.7% 586 7.6% Total Revenues 11,388 100% 11,754 100% 9,840 100% 8,923 100% 7,749 100%

Remark: Excludes non-recurring incomes AND ITS SUBSIDIARIES ITS AND OF THE COMPANY STRUCTURE GROUP 99.93% 99.93% 99.93% 99.94% 87.14% 99.99% 78.13% 90.00% 99.99% 99.99% 99.99% 99.99% 99.99% 99.99% 99.99% 99.99% CPN Construction Management Co.,Ltd. Co.,Ltd. Chiangrai CPN Co.,Ltd. Hotel Beach Pattaya CPN Co.,Ltd. Global CPN Co.,Ltd. Square Nine Pattana Central Co.,Ltd. Chonburi Pattana Central Co.,Ltd. Kaen Khon Pattana Central Co.,Ltd. CentralWorld Co.,Ltd. Beach Pattaya CPN Co.,Ltd. 3 Rama Pattana Central Co.,Ltd. Rattanathibet Pattana Central Co.,Ltd. Chiangmai Pattana Central Co.,Ltd. 2 Rama Pattana Central Co.,Ltd. Realty Langsuan Co.,Ltd. Avenue Food Central Co.,Ltd. Services Realty Central Central Pattana Plc. Pattana Central 99.99% 3.00% Indirect 12.00% Direct 10.00% 99.99%* 11.85% 12.00% 100% CPN Retail Growth Leasehold Property Fund Property Leasehold Growth Retail CPN ** ** * Remarks:

Development & Investment Limited Investment & Development Retail Global Bangna Central Property Co.,Ltd. Property Central Bangna Central Realty Service Rama 3 Co.,Ltd. Co.,Ltd. 3 Rama Service Realty Central Co.,Ltd. Agrocity Ayudhya Co.,Ltd. Plaza Ritz Square Co.,Ltd. Development Retail Siam

First capital paid was on 17 January 2011. January 17 on was paid yet. capital First completed not has process the however 2010, August 2 on was dissolution registered The 27.80% 99.99% Thai Business Fund 4 Fund Business Thai 100%** 100% 100% Consulting Co.,Ltd. Consulting Management (Shanghai) Central Limited Property Commercial Global Central Play Land Co.,Ltd. Co.,Ltd. Land Play Central Thai Business Fund 5 Fund Business Thai 100%

GROUP STRUCTURE OF THE COMPANY 067 AND ITS SUBSIDIARIES CPN Annual Report 2010

CORPORATE GOVERNANCE

CPN recognizes the significance of good corporate governance, The Company’s sections of corporate governance are:

and the Board is strongly determined to set the process of Section 1: Rights of Shareholders good corporate governance as a standard, leading to proper Section 2: Equitable Treatment of Shareholders practices across the organization to support CPN’s competitive Section 3: Roles of Stakeholders potential in both short and long terms. In addition, good Section 4: Disclosure and Transparency corporate governance would bolster the confidence of Section 5: Board Responsibilities. investors, financial institutions, business allies and all stakeholders, leading to value appreciation for shareholders The following includes implementation details under CPN’s and balanced mutual benefits among all relevant parties. corporate governance policy: Since 2004, to ensure CPN’s business conformance to good RIGHTS OF SHAREHOLDERS corporate governance practices under its policy, the Board has annually formed guidelines under the policy, which every CPN values shareholders’ rights and conform to laws, regulations, director, executive and each employee must acknowledge, and ethical guidelines as follows: master and strictly comply. It is also a critical responsibility for • A mechanism is in place to ensure shareholders receive full all executives to help their staff understand, master and comply returns on their investments. The structure of alliance among with the policy. The Company’s latest update of its policy was CPN, its affiliates, and joint ventures is straightforward, completed on February 20, 2009, following SET’s 2006 and without joint shareholding or cross-shareholding. CPN has OECD’s (The Organisation for Economic Co-Operation and no pyramid shareholding structure within the Group. Development) good corporate governance principles, thereby CORPORATE GOVERNANCE raising CPN’s corporate governance level to international • CPN equitably provides shareholders with basic rights and standards. fair treatment in protecting their rights to hold shares, including the right to purchase, sell, and transfer shares; the right to CPN distributes the policy via the Company’s website (www. 068 receive clear and accurate information; the right to attend cpn.co.th) and continually communicates good practices, shareholders’ meetings and vote on significant transactions; which conform to its corporate governance policy, through the right to elect directors to manage CPN; the right to set various internal media, including the email, computer desktop the compensation for the Board of Directors; the right to wallpaper, intranet system, announcement boards, bi-monthly appoint external auditors and set their fees; the right to ADMIRED Newsletter and salary pay-slip attachment. Detailed receive part of CPN’s profit in the form of dividends; and information about the Company’s business ethics and the right to participate in and to be sufficiently informed on corporate governance policy appear in the orientation of all new decisions concerning CPN fundamental changes. Details employees. Furthermore, CPN conducts annual assessments about the exercise of these rights are distributed via SET’s of the implementation of its corporate governance and information technology system, with due respect to the incorporates the assessed results for further improvement equitable and convenient access to information, as well as of its operation. the right-exercising period. • •

by the Board. the by remarks clear and adequate year. accompanies previous information the Such in paid amount the with comparison in approval, to subjected amount dividend and policy dividend 4) Board. the by remarks clear and adequate with together Committee Audit the by screened is information Such fee. auditors’ the of suitability the of consideration audit for the company with auditors’ years service of affiliation, number the their and independence, auditors of names the on 3) Board. the by remarks clear and adequate with together the Committee and Remuneration and Nomination by the is screened criteria information Such compensation. determining responsibility, for procedures each and to position according director’s compensation of form and amount, 2) Board. the by remarks clear and adequate with along Committee Remuneration and screened Nomination the by is information This year. previous the in incurred interest of conflict any and year, companies other in previous holding share the during committees such of meetings member as committees’ in participation and in years position, of each number businesses, other in positions holding experience, attended, courses training director directorship, of education, type age, name, including candidates, on 1) comprises: agenda (AGM) Meeting Shareholders’ General Annual The agenda. meeting the of item each on votes their casting for information adequate and essential with holders share provides notice, meeting shareholders’ the in CPN, minor shareholders with the right to propose in advance advance in propose to right the with provided CPN shareholders 2010, minor 28, April on held AGM 2010 the At

Dividend Payment: CPN provides information on the the on information provides CPN Payment: Dividend Appointment of External Auditors: CPN provides information policy, the on information provides CPN Remuneration: information basic provides CPN Directors: of Nomination -

• • •

31 Limited Company Public Pattana Central Secretary Company The follows: as is www.cpn.co.th. The Company Secretary’s contact information website, corporate the at viewed be can Board, the by upon agreed were which Company consideration, the such for Criteria to Secretary. queries their submitting by date meeting the before agenda meeting the query to rights shareholders’ directors 29, 15, to This 2009, included 2010. from January September nominated and items agenda meeting additional proxies attended the meeting, accounting for 83.63% of of 83.63% shares. for total the accounting meeting, the and attended shareholders proxies 525 AGM, 2010 the For scores. the voting with presented and item agenda each for result the voting of informed were Participants all shareholders. to registered distributed already guidelines voting the in procedures, stated as vote-tallying the of shareholders inform must Secretary Company the meeting, shareholders’ the Before accuracy. information ensure eased and process system the up speed to counting barcode vote and registration computerized A meeting. each before period registration two-hour a least at provided CPN meeting. the observe to invited were Company’s Ltd. the Audit Phoomchai and KPMG from laws Representatives the to regulations. conformance notice, strict meeting the in in stated the as items following agenda by AGM respective the conducted transparently CPN shareholder. any from nominations or items agenda additional no were there AGM, 2010 the For [email protected] E-mail: 1678 or 1665 ext. 5555 2667 +66(0) Tel: Thailand 10330, Bangkok Patumwan Road, 1 Rama 999/9 st Floor, The Offices at CentralWorld at Offices The Floor,

069 CORPORATE GOVERNANCE CPN Annual Report 2010

• Shareholders were allowed to attend a meeting in progress EQUITABLE TREATMENT OF SHAREHOLDERS and to vote on remaining items of the agenda. CPN values the equality of all shareholders, whether major or

• The Company allowed shareholders to fully express their minor shareholders, institutional or foreign investors. Practical views and to raise their questions at the meeting, with the guidelines to promote genuine equality include the following: directors’ attendance of 92%. The Chairman of the Board, • CPN provides shareholders with voting rights equivalent to the Chairman of the Audit Committee, the Chairman of the the number of shares held. One share yields one vote. Nomination and Remuneration Committee, the President and CEO, the executive management, and external auditor • CPN prepares the meeting notice in both Thai and English. attended the meeting to clearly answer all aspects of For the 2010 AGM, the meeting notice was posted on CPN’s shareholders’ questions. website on March 25, 2010, 30 days ahead of the meeting date, and was distributed to shareholders 21 days ahead of • In 2010, CPN received an assessment score of 100 on the the meeting date. This provided shareholders with enough organizing quality of its shareholders’ meeting, under the AGM quality assessment project, jointly conducted by the time to examine the information. In the notice, CPN enclosed Thai Investors Association, the Securities and Exchange facts and rationales, as well as directors’ comments for all Commission (SEC), and the Thai Listed Companies items on the agenda. There was no significant, extraordinary Association. The assessment criteria included steps document distributed at the meeting, no addition items undertaken before each shareholders’ meeting and added to the meeting agenda, and no amendments made activities on the meeting date and afterward. to significant information without informing the shareholders

CORPORATE GOVERNANCE in advance. • Shareholders’ opinions on the organizing of shareholders’ meeting were obtained through the satisfaction questionnaires. • Even though the 2010 AGM meeting location was changed The information acquired was then applied in improving the due to the political unrest near the location indicated in the efficiency of shareholders’ meetings to benefit the Company

070 meeting notice, CPN promptly informed shareholders of and shareholders. the change through SET’s and the Company’s website, and coordinated with Thailand Securities Depository Co., Ltd., in sending registered letters to inform the shareholders.

• CPN introduced the use of ballots for casting votes. The ballots were prepared separately for each agenda item for shareholders to use as seen appropriate.

• CPN facilitates shareholders who cannot attend the meeting themselves by enclosing in the meeting notice Proxy Form B, on which shareholders can state their voting preference, together with details about how to appoint a • • • •

approval, if applicable. CPN discloses complete and and complete regulation. stipulated the under discloses information CPN important applicable. if for meetings approval, shareholders’ and before Board the to comments and submission review their for Committee Audit the to submitted be must interest of conflicts possible with Transactions CPN. of interests best the ensure to managed is procedure approval the transactions, connected making In 79. page Information” on Inside of “Management under appear details the prevent Relevant interest. of to conflicts and information inside of abuse regulations internal place in put has CPN period. stipulated the within SET to sent copy a with date, meeting the after days 14 within website CPN the disseminated through are meeting shareholders’ each of Minutes Secretary. Company each the of from meeting recording video a informed. request also can immediately Shareholders are that shareholders so day, same the non-attending on system ELCID SET’s through meeting shareholders’ every of resolutions the submits CPN

-

- 1/2010 No. AGM follows: as are Details proxies. their as directors independent appointed shareholders 95 AGM, 2010 the At proxy. by voting directors shareholders’ for provided are independent four the of profiles and names the addition, In www.cpn.co.th. from C and B, A, Forms Proxy can download Shareholders meetings. proxy to shareholders’

member of the Audit Committee. Audit the of member One shareholder appointed Mr. Chackchai Panichapat, Panichapat, Chackchai Mr. appointed shareholder One Chairman of the Audit Committee. Audit the of Chairman 94 shareholders appointed Mr. Paitoon Taveebhol, Taveebhol, Paitoon Mr. appointed shareholders 94

history, CPN has never misused any loan. any misused never has CPN business history, long its Throughout agreements. related other and agreements loan all follows and amount, and time agreed at the : Creditors policy. under stated governance as corporate CPN’s ethics business or regulations, rules, laws, with wage non-compliance or of and violation against 84. complaint-filing or employees page whistle-blowing of case in its on protection of right the with provides earners Capital” CPN “Human under Furthermore, appear Details employment. with on line circumstances in economic welfare and and performance wages appropriate providing and transparently, to complaints staff and suggestions, encouraging comments, make openly staff, and relationship cordial executives a between build to activities organizing staff training, constant supporting teamwork, encouraging fairly, and can they equally staff that treating laws, labor to ensuring conforming it, use and properly staff for gear safety workplace, the providing in reviews safety regular and conducting people assets, for environment work safe a creating ambience, : Staff below: detailed as benefits, sustainability common of the observes and stakeholders all values CPN STAKEHOLDERS OF ROLES • on the justification of the transaction, thereby ensuring ensuring thereby approval. the in transaction, transparency the of justification the on CPN Plc to hired as Kim adviser comment Eng a Securities adviser, financial financial a from comments requiring without size, transaction the and approve to type authorized is Board the although transaction the on Based Ltd. Co., Department Store Central with transaction agreement service connected a a concerning approved Board the 2010, In CPN focuses on cultivating a pleasant culture and work work and culture a pleasant cultivating on focuses CPN CPN repays principles plus interest to all creditors creditors all to interest plus principles repays CPN

071 CORPORATE GOVERNANCE CPN Annual Report 2010

Business Partners : CPN has transparent and straightforward occasions, including shop openings, new product launches, procedures for bidding, pricing negotiating, and selecting business partnerships, and joint sales promotions between contractors/suppliers/service providers, as well as entering retail shops and the shopping complex to enhance shop- contracts concerning employment, sale or purchase of goods/ owners’ preparedness in running their businesses. services. It treats all business partners equally and fairly under 4. Conducting Service Satisfaction Surveys every year to learn CPN’s rules on procurement and hiring. about the real needs of retail shops and customers. The findings are applied in fulfilling CPN’s ambition to provide Tenants and Customers : CPN has constantly proposed service excellence. novel activities and services to enhance positive customer

relationships and satisfaction while also providing them with 5. Providing more communication channels for customers novel and impressive experiences. This demonstrates CPN’s to receive business information and to voice complaints, strong commitment to sharing with customers and jointly including direct contact with tenant service officers at each promoting business development with them for sustainable branch, I - Box, Company website and CPN Call Center at growth. These activities are described below: +66(0) 2635–1111, etc.

1. Operating the World-Class Service Project, designed to 6. Providing information on shopping centers’ facilities and new build a cordial relationship with tenants, development and services. Obtaining basic information on constant service upgrading of management, and providing world-class quality improvement by listening to tenants’ comments and services to tenants under the supervision of the Standard needs at quarterly tenants’ meetings. Also, conducting focus

CORPORATE GOVERNANCE Promotion and Control Unit (SCU). The activities run by SCU groups to learn the specific needs of each tenant group and included the standardization of policies, work processes assessing the outcomes for service improvement. and document forms related to tenants at all branches, Competitors : CPN treats competitors fairly without improperly and public information of the services provided by CPN. 072 accessing their confidential business information. The Company

2. Developing of service staff and evaluation of their services, does not abuse the intellectual property of others or its including tenant relations staffs’ daily visits to each store to competitors, and observes fair competition conditions; nor serve tenants and listen to their problems and complaints. does it slander competitors. CPN and industry peers have Customer service staff are also assigned to walk around established the Thai Shopping Center Association to collabo- shopping areas inside every center to handle shoppers’ rate in creatively conducting business and exchanging helpful questions or promptly provide recommendations, thereby knowledge and experience. In 2010, joint activities included:

saving them a trip to the PR counter. 1. Consultation to acknowledge and prepare for the upcoming Draft Retail and Wholesale Business Act. 3. Jointly developing plans with tenants. The Sales Promotion Department and Tenant Relations Department have extended 2. Joint planning of social activities under the Thai Shopping assistance to tenants in organizing activities on assorted Center Association. adheres. CPN believes this is the key factor for obtaining trust trust obtaining for factor key the is this believes consistently CPN adheres. Company the which to to principle the information of public, the disclosure fair and transparent as well as information of adequacy and accuracy the values highly CPN TRANSPARENCY AND DISCLOSURE policy. are governance details corporate Company’s Further the in stated protected. be will rights legitimate their complaints, file who individuals hired or clients employees, For [email protected] E-mail: 1200 ext. 5555 2667 +66(0) Tel: Thailand 10330, Bangkok Patumwan Road, I Rama 999/9 30 Limited Company Public Pattana Central Committee Audit The is: information The Committee’s contact investigation. for further Committee Audit the to proof or details with a together file complaint can they ethics, business or rules, regulations, laws, of violation in act any witness or suspect stakeholders any case In 89. page on appear activities environmental and continually community has social, its of Details CPN activities. tangible implemented parties, relevant all from acceptance and growth to sustained for environment and responsibility community with social, business its operating of importance : Environment the and Community Social, 3.

th of teenagers quarrelling in shopping centers. shopping in quarrelling center teenagers of problem shopping the solving of for measures and insurance inspection buildings, the including centers, shopping of management the about information Exchanging Floor, The Offices at CentralWorld at Offices The Floor, Recognizing the the Recognizing

• • channels: main three through information financial and corporate adequate and complete discloses CPN Disclosure Information and suggestions. and analysts acknowledgment their for year a twice Board the shareholders, to investors from comments and results performance presents also division the disclosure, information and of development policies continual and efficiency the Company’s ensuring In the vision. to operational conform formulate which jointly guidelines to executives senior CPN’s and division the between held regularly are Meetings parties. relevant other and public general the shareholders, analysts, investors, with relations manage and communication of charge take to 2006 in Division Relations Investor an established CPN Division Relations Investor Company. the to value add will term long the in which Companies Rating Credit and SEC SET, ing includ parties, relevant other and investors shareholders, from reports of projects under development, key factors or or factors status. key financial and results future affect may that development, influences under projects of reports progress results, performance in changes causing factors of explanations and analysis including and information, financial operation detailed provide which reports, annual and quarterly (MD&A) Analysis and Discussion Management The projects. performance, future and and status financial governance, corporate information, inside of management transactions, connected management, and structure capital factors, risk overview, provide business 56-2) including topics, significant on (Form information detailed Report Annual the and 56-1 Form -

073 CORPORATE GOVERNANCE CPN Annual Report 2010

• Website www.cpn.co.th – CPN arranges an alternative visual and audio recordings of executives’ presentations are channel for investors and interested persons to access the provided through the webcast system and posted on the CPN

Company’s information through www.cpn.co.th, under website after the meeting in Thai and English as Microsoft Word

“Investor Relations”, which discloses assorted significant documents, thereby ensuring that the Company’s quarterly

information, including financial information, MD&A, performance is comprehensively disseminated to both Thai

shareholding structure, corporate governance, company and foreign investors. information submitted to SET through its ELCID system, Annual Report, Form 56-1, notices to shareholders’ meetings, Meeting Investors

minutes of shareholders’ meetings, investor relations In 2010, the Investor Relations Division, in cooperation with

newsletter, press releases and photo releases, investor CPN’s senior executives, organized 247 investor-related activi-

relations calendar (IR Event and Calendar), factsheets for ties participated in by 485 analysts, investors and interested

existing and new projects, and presentations used during parties, a big jump from 2009. These activities include: both domestic and international roadshows by senior • Senior executives and investor relations specialists regularly executives, which are available in both Thai and English conducting road shows to explain and answer questions and are regularly updated. The website has received a concerning CPN’s performance results, growth strategy and positive response from shareholders and investors, with significant happenings during the year. In 2010, there were continual increase of statistics of over 6,000 website visitors a month, over 200,000 viewings of the webpage information 11 roadshows, including five domestic and six overseas CORPORATE GOVERNANCE a month and over 3,000 investors who have subscribed roadshows in Hong Kong, Singapore and the UK, totaling to the Investor Relations Division’s electronic newsletters. 156 meetings.

• Hosting 85 company visits to allow Thai and foreign institutional Quarterly Meetings with Shareholders and Investors 074 investors and analysts to meet CPN’s senior executives and CPN has joined SET in organizing the quarterly “Opportunity investor relations specialists to acquire Company information Day” activities to meet retail investors and any interested via prior appointments. parties and presenting the Company’s quarterly report on performance results. In each quarter of the previous year, • Hosting one company visit for 30 minor investors to meet 80-100 investors participated. SET also provides a live executives and investor relations specialists to ask about webcast via SET’s website, with a quarterly average of 80 Company information. persons following the activity via this channel. Computer • Holding five conference calls with investors. monitors are set up in front of CPN executives so that the viewers can post their questions and get real-time responses • Communicating information via email and telephone 3-5 from the management during Q&A sessions. Furthermore, times per day. Division Relations Investor Secretary Company Committee Audit Contacts shareholders, for contacts following the arranged has CPN governance, stakeholders: and corporate investors good of significance the Recognizing Channels Contact interested and or investors, Shareholders, shareholders’ opinions. exchanging investors’ and receiving regularly and the enquiries, any be answering will information, Division disseminating for center Relations Investor the that hopes CPN provinces. other and Bangkok in centers shopping five to visits site organized CPN 2010, In information. key of through presentations operation business CPN’s understand shopping and Company’s centers the visit to investors Thai and foreign bringing in companies security with cooperates regularly CPN Visits Site The Company’s contact address is: Central Pattana Public Company Limited 30 Limited Company Public Pattana Central is: address contact Company’s The Bangkok 10330, Thailand 10330, Bangkok

and investors. and responses to the opinions of shareholders of opinions the to responses Communicate information, including including information, Communicate shareholders. and executives Board, the between information communicate and laws, related and regulations rules, to conformance ensure to operation of the Company and the Board the and Company the of operation the on suggestions give and Supervise policy. governance corporate good and regulations rules, all to conformance ensure Supervise and monitor the operation to operation the monitor and Supervise Duties and responsibilities and Duties

31 Limited Company Public Pattana Central Division Relations Investor Subhadhira Choenporn Ms. information contacting: by additional for Company the contact may parties E-mail: [email protected] E-mail: 5593 2264 +66(0) Fax: 1669 or 1614 ext. 5555 2667 +66(0) Tel: Thailand 10330, Bangkok Patumwan Road, I Rama 999/9 th th – 33 – st [email protected] [email protected] [email protected] address Email Floor, The Offices at CentralWorld at Offices The Floor, rd Floor, The Offices at CentralWorld 999/9 Rama I Road, Patumwan, Patumwan, Road, I Rama 999/9 CentralWorld at Offices The Floor,

+66(0) 2667 5555 ext. ext. 5555 2667 +66(0) 1614 or 1669 1669 or 1614 ext. 1665 or 1678 1678 or 1665 ext. +66 (0) 2667 5555 5555 2667 (0) +66 ext. 1200 1200 ext. +66 (0) 2667 5555 5555 2667 (0) +66 Telephone no. Telephone

075 CORPORATE GOVERNANCE CPN Annual Report 2010

BOARD RESPONSIBILITIES • The Board demands that the President must not serve on

Recognizing its responsibility for the Company and its more than five listed companies on the SET, excluding the shareholders, CPN’s Board of Directors values its duties in Company’s subsidiary or joint investment companies. The directing the Company’s operation, as well as monitoring current CPN President does not serve as the director on and supervising the following management activities: any SET-listed company, except for CPN.

• The Board has instituted the principles of corporate • The Board has ruled that each independent director cannot governance in business operations and a code of conduct hold more than two consecutive terms of directorship, for the Board, executives and staff since 2001, with the latest with one term extendable if seen appropriate. The Board revision in 2007. It also formulated an effective corporate considers such a flexible policy appropriate due to the time- governance policy in 2004, updated in February 2009 to consuming process in nominating a qualified independent be in line with its latest guidelines on good corporate director. governance. The mentioned policy was distributed via • The Board jointly plans meeting dates for the entire year CPN’s corporate website (www.cpn.co.th) for each employee in advance, with at least six meetings a year. The Board to acknowledge and strictly comply to produce concrete considers the numbers of meeting favorable for the directors’ results. effective performance, consistent with the Company’s • The Board of Directors consists of four independent directors management structure and business operation. In 2010, out of a total of 12, accounting for one-third of the total. there were seven Board meetings, consisting of six regular

CORPORATE GOVERNANCE Being fully qualified under the Company’s standard, the meetings and one extraordinary meeting. independent directors can effectively and efficiently perform their duties for the full benefit of the Company. • The Chairman, the President and the Company Secretary jointly set a clear agenda before each Board meeting.

076 • The Chairman, who is not an independent director, is a All directors can freely propose their agenda items for representative of the shareholders. Based on the deliberation consideration by the Chairman before inclusion in a meeting. of the Nomination and Remuneration Committee, and with the

approval of the Board, the current structure is appropriate • For meeting documents that can be revealed in written form for CPN’s business and is a forte supporting CPN’s without affecting CPN’s business operations, the Company constant success and business growth, as the Chairman Secretary must submit them to the directors at least seven is knowledgeable, experienced, and skillful in the retail and days in advance for consideration, together with invitation property development industries. letters specifying the meeting date, time, place and agenda.

• The Board requires that a director must not serve on more In emergencies, to protect the Company’s rights or interests, than five listed companies on the SET, without exception. appointments for such meetings can be made through other Currently, this requirement is the case. methods at shorter notice. - - - • • • •

Security and protective measures of the Company’s Company’s the of measures protective and Security entry. before structures building of Inspection damage. non- monetary and monetary and impacts, events, the of Summary discussions, issues: following the on positive comments and suggestions included and Center, CentralWorld Shopping the at abroad. situation were the who considered those meeting The except attending directors with all down, calmed meeting, situation the after day first extraordinary the on the held at demonstrated was the during crisis duties its the performing to Moreover, dedication full control. Board’s its beyond was damaged which 2010, 19, May on Center fire Shopping the CentralWorld at However, incident situation. risk the and with deal to measures management preventive on Board the suggestions efforts, best provided its Using provinces. other in and of management the on Metropolis Bangkok in both centers, CPN’s shopping several impacts of its and development unrest the political acknowledged Board the 2010, In for targets, acknowledgment. comparing directors’ the Board-approved the reports, against monthly achievements submit must Secretary Company the month, every meet not does Board the Since documents. original files the and electronic of form the and in stored safely information are relevant documents all meetings, Board of Minutes notes. take to attendance in due with ideas department and legal Secretary the Company with discretion, express freely and creatively to directors all encourages and issue significant each of discussion for time enough allocates Chairman the meeting, each During

• • - - - - following year. The guidelines are then presented to all all to presented then are guidelines The year. the in following focus need that issues and identify to Company’s situation the business Duties assessing by 6) guidelines its operational set own Board the executives; addition, In Board. for the of and responsibilities Board building the the of with capability Self-improvement Relationship 5) 4) management; performance; Directors’ meetings; 3) Board Board 2) 1) qualifications; follows: directors’ as and is structure order descending in outcomes evaluation of listing A 95.50%. of average an scored 2010 for evaluations these of self-evaluation outcomes combined The conducts annually. also Board The directors’ of performance. Board improvement every constant at promote to evaluated meeting is performance Board’s The Company. the of improvement further for management the and Directors of Board the by acknowledged was meeting the from recommendations and issues of summary A June. in held was meeting the 2010, In year. one a least meeting at exclusive hold to required are directors Non-executive suggestions. provided and issues related progress of the monitored closely has Board the addition, In all with parties. communication concerned prompt and correct Complete, dealings. Insurance employees, of communities. nearby and assets partners, and business lives customers, of safety the is top the Center, priority Shopping CentralWorld the renovating In sectors. all in people and customers employees, affected for assistance relief prompt and systematic, fair, of Provision and provinces. Metropolis other Bangkok in assets and centers shopping

077 CORPORATE GOVERNANCE CPN Annual Report 2010

directors for acknowledgment, thereby ensuring their • The Board ensures strict conformance to laws, rules, and efficient, effective and prompt response to any business regulations. Legislative amendments are considered at Board risk and potential problems. meetings to ensure the directors’ earnest acknowledgment of their roles, duties and responsibilities under new legislation • The Nomination and Remuneration Committee formulates and full undertaking of required actions. the President’s evaluation measures, including assessing and examining his compensation. Central Group’s Executive • In addition, the Company Secretary assists in informing the Committee tables the auxiliary information the Committee’s directors constantly about training courses and seminars consideration. The President takes part in setting his own held by IOD (Thai Institute of Directors) and other agencies, operating goals and acknowledges the approved goals including other important information useful to their duty each year. execution.

• In 2010 the directors attended the following training and seminars to enhance their knowledge in performing their duties:

Name / Position Name of Institute / Training Course

1. Mr. Paitoon Taveebhol IOD - Monitoring the Internal Audit Function (MIA) Independent Director - Monitoring the System of Internal Control and Risk Management (MIR) - Monitoring the Quality of Financial Reporting (MFR) - Role of the Compensation Committee (RCC) CORPORATE GOVERNANCE TMA - TMA Top Talk “Thailand in CG Watch 2010”

2. Mrs. Sunandha Tulayadhan TMA - TMA Top Talk “Thailand in CG Watch 2010” Independent Director 078

3. Mr. Kanchit Bunajinda TMA - TMA Top Talk “Thailand in CG Watch 2010” Director

4. Mr. Prin Chirathivat IOD - Advanced Audit Committee Program Director

Note: IOD - Thai Institute of Directors TMA - Thailand Management Association • • • • must abstain from the meeting and voting on those particular particular those on voting and meeting the from abstain must transactions these in interests vested with directors respect, this In Company. the of interests best the account into taking transactions, such on consideration thorough gives Board The management. the of authority the beyond transactions connected significant on remarks and reviews for Committee procedures Audit place The followed. in strictly be must which approval, has granting company The interest. of conflicts monitor carefully to measures down lays Board The in year. the during discretion transactions and connected deliberating thoroughness to 31 transparency, December ended express year fiscal each in transactions connected of form a out fill must executives and Directors office. CPN’s at such reports keep to Secretary Company the of duty the also is It report. the received Company the when date first the of days working seven within of acknowledgment for Chairman Committee Audit the and Chairman the to report involvement executives’ and aforementioned directors’ of the copies sends and collects information Secretary Company The contract. the in involvement their and counterparties, of names contract, each of nature the about facts identifying by once at Company the notify must executives or directors such year, the during subsidiaries its or Company the with transactions any conduct indirectly or directly must parties related and executives, directors, if transaction, transparent of sake year. the For every of 31st December the on reported be must information the and Company, the with date service first their of days 30 within submitted be must report first The parties. related and executives, directors, of involvement the on information disclose to measures down lays Board The

• • regulations: the of essences the are Here shareholders. all among fairness and equality ensure to shares CPN of sale and purchase concerning regulations and information inside control to regulation a has also It staff. and executives, directors, of ethics the involves which information, inside of confidentiality the keeping for a rule place in has CPN INFORMATION INSIDE OF MANAGEMENT of the announcement of the operating results or inside inside or results operating the of announcement the of date the from beginning information, such using by shares CPN receive or transfer, sell, purchase, not must information 1) shares CPN of Holding under 2535 B.E. Act guilty Exchange if and Securities of action 242 and 241 Section disciplinary faces regulation this violates who staff and members management CPN’s of one Any staff. and management CPN’s as manner same the in information Company of confidentiality the keep will they CPN that acquire to ensure to Agreement chance a Confidentiality sign a must information with or CPN with in outsiders involvement addition, In do punishment. to in refusal result or may so negligence and regulation, strictly this to required observe are staff and executives, the directors, shares. for All CPN of purchase/sale information their in outsiders of disclosing benefit from insiders prohibits also It gains. personal for shares CPN of purchase/sale public for the to revealed yet not information significant using Information: Inside of Control 56-1. Form and report, annual statements, financial in quarter every disclosed is information This items. agenda

Directors, executives, and staff with access to inside inside to access with staff and executives, Directors, CPN prohibits insiders from from insiders prohibits CPN

079 CORPORATE GOVERNANCE CPN Annual Report 2010

information not yet revealed to three days after the In 2010, it has not any complaint about dishonesty of directors announcing date and submission of the operating results to and executives about the misuse of inside information. SET. The monitoring unit will, in practice, send e-mails to directors, executives, and staff, to prohibit them from buying, selling, transferring, and receiving CPN shares 30 days ahead of the date of the announcement of the operating results or significant inside information.

2) CPN informs directors and executives, under the definition of SET, as well as the accounting and finance vice president, of their duty to report changes in shareholding of their own selves, spouse, children under the legal age, as stipulated in Section 59 and the punishment under Section 275 of Securities and Exchange Act B.E. 2535.

3) Directors, executives, and staff with changes in share- holding are required to file a summary report about their shareholding and submit it to the Company’s monitoring units every quarter. CORPORATE GOVERNANCE 4) CPN is required to file a quarterly report on shareholding of directors and executives and submit it to the Board. 080 of Directors (IOD). Directors of Institute Thai by stars) (five Governance Corporate Excellent its for recognized was CPN levels, operational to executive from principles governance corporate to committed Firmly role models. employee for and project Award (VoIC), CPN” Khon Customer Dee, “Khon the Internal of Voice Box P.O. idea-BOX, via and 99 opinions their of voicing (EOS), survey opinion employee an see Sustainability”), for (please “Development society under and details perform to community the staff for for work projects voluntary Volunteer” “CPN organizing value, core the on contest a of staging meetings, agenda the monthly for on principles governance corporate of inclusion employees, new for governance corporate on orientation an of organization the as such activities, and guidelines operational Partners” of Success Excellence, of value core Society” and People Confidentiality, for and Caring and Promises Keeping All, to Equality, Fairness with People Treating Transparency, “Integrity, namely principles, governance corporate six under duties their perform to employees and management all encourages CPN and ethics, morals with CPN’s Under business to conduct policy SOCIETY AND COMMUNITY THE FOR SPIRIT VOLUNTEER STAFF’S INCLUDING GOVERNANCE, CORPORATE AND CULTURE, VALUE, PROMOTE TO competition. regional for personnel and procedures work of preparedness the high- ensure to a organization into performance Company the developing to committed is CPN retail property with developer rewarding world-class experience”, regional dynamic and “To admired vision most the be the Under DEVELOPMENT ORGANIZATION “Innovation, Experience, Trustworthiness, Trustworthiness, Experience, “Innovation, . These translate into into translate These . , in parallel with CPN’s CPN’s with parallel in , internal functions. of internal efficiency the improve to Teams Dream 69 CPN than more 2010, had of As success, improvement. work remarkable continuous a by is proved project This CentralPlaza and Airport. Bangna, Chiangmai CentralPlaza CentralWorld, at problems. piloted been has solve 2009, in and initiated Project, Team” “Dream analyze The systematically to staff that tool trains a (Plan-Do-Check-Action), PDCA of framework the under teamwork promotes CPN creativity, individual Besides Project Team” “Dream serve better to services new needs. customers’ create and work further to studied improve and considered, gathered, project. are ideas Sparking” The “Idea the to through employees creativity all their for present its of opportunity an creativity offers the CPN in lies personnel. innovation organization’s the of is project on based that the the foundation belief Sparking” “Idea Sparking” “Idea information. useful with them providing while staff relaxes activity This hours. office during music relaxing and information useful with program radio short a Health”, Your up Brightens Life, Your up Radio-Boots “CPN ambience. introduced CPN family-like addition, In a in knowledge share same could the sharing interests people important, More organization. of the stories good and experience, knowledge, share to aiming project, More” Learn More, “Share the under activities organize regularly to organization the in department every encouraged has CPN members, staff as among as well staff, and executives between sharing knowledge with organization To a learning be More” Learn More, Share “CPN ORGANIZATION INNOVATIVE AND LEARNING A BE TO

081 ORGANIZATION DEVELOPMENT CPN Annual Report 2010

“CPN Quality Award” Project help develop every shopping complex under CPN’s management to develop a globally accepted standard of retail management. One of the organization’s innovations is driven via the “CPN Quality Award” Project, established to encourage the Business Process Improvement Project management level of each department and each branch to CPN values the review of business processes to prepare team up and find the direction and processes that would itself for the strategy of domestic and international business enable their departments or branches to achieve CPN’s expansion. During 2010, CPN collaborated with a business goals and missions. In 2010, the goal of the project is to consultant in reviewing the strategies and assessing the enhance the efficiency of each department at Head Office and readiness of assorted systems and personnel for potential respond to the branches’ vision so as to upgrade the work change. This information will be applied to the plan of work at the management level into a strategic focus and analyze process and system development, especially Enterprise problems through fact-based management. Creative projects Resource Planning (ERP), a project of information system that generate innovations will be shown and shared at the development at the corporate level, to modernize CPN’s CPN Productivity Contest, first organized in 2011, so that systems, accommodate rapid business expansion, ease users’ CPN people can choose the best things and adapt them for work, and enhance the efficiency of different units. their functions.

International Standard Management TO DEVELOP EFFICIENT WORK PROCESSES AND SYSTEMS CPN has adopted International Standard Management

ORGANIZATION DEVELOPMENT Systems ISO 9001:2008 and ISO 14001:2004 for corporate Thailand Quality Award Organizational management as seen below: Development Project

Since 2009, CPN has applied Thailand Quality Award approach • Retail Property Management under ISO 9001:2008 082 as a framework for developing its retail management systems. ISO 9001:2008 is a quality management standard put into In 2010, two pilot shopping centers, namely CentralPlaza practice by CPN to ensure customers’ and tenants’ utmost Bangna and CentralPlaza Chiangmai Airport, have been satisfaction. It is a management process with systematic developing the internal management systems after receiving linkage and continuous service development. feedback report from their TQA assessors. Thanks to the commitment, dedication and shared knowledge between the In 2010, CPN applied for upgrading of the standard of 10 teams of these pilot projects, CentralPlaza Chiangmai Airport projects to ISO 9001:2008, namely CentralPlaza Lardprao, received the prestigious Thailand Quality Class (TQC) 2010 CentralPlaza Pinklao, CentralPlaza Rama II, CentralPlaza award as a proof of the international standard of CPN’s retail Bangna, CentralPlaza Rachada-Rama III, CentralPlaza management systems. The knowledge, experience, and work Ramindra, CentralPlaza Chiangmai Airport, CentralPlaza procedures obtained from these pilot shopping complexes will Rattanathibet, Central Center Pattaya, and CentralWorld. • shopping complexes to be ISO 14001:2004 certified as as certified step. next the 14001:2004 ISO be to remaining the complexes for shopping way the pave to environmental system its management fostered has CPN Plazas, Green into complexes shopping under CPN’s turn to environment policy its Company’s the manage to determined Strongly certification. have achieved now projects four Therefore, Pattaya. Center Airport and Central and Chiangmai Pinklao CentralPlaza to Bangna, CentralPlaza CentralPlaza projects, certified two from 14001:2004 ISO of standard the to management conformance in system environmental its expanded CPN 2010, In system. management environmental an of development continuous and prevention on pollution focuses Operation development. environmental with in tandem grows business its that ensure to it applies which CPN, by valued standard management environmental an is 14001:2004 ISO 14001:2004 ISO under Management Environmental 9001:2008. ISO for Khonkaen, CentralPlaza and Udonthani, CentralPlaza Chonburi, centers, CentralPlaza namely shopping new three prepare will CPN 2011, For 9001:2008. ISO by certified are now CPN of complexes shopping 12 means That were certified. Beach, Pattaya CentralFestival and Chaengwattana CentralPlaza complexes, shopping new two Furthermore,

083 ORGANIZATION DEVELOPMENT CPN Annual Report 2010

HUMAN CAPITAL MANAGEMENT

CPN is well aware that the Company is a fraction of a large good things for customers, partners, and organization as well society. Yet, when the personnel of this small society feel as taking part in developing economy and society to ensure happy and have self-esteem, these people are ready to create sustainable growth.

PERSONNEL DATA

Branch / Year 2005 2006 2007 2008 2009 2010

Head Office1 292 353 421 588 635 655 Ladprao 192 191 193 183 178 187 Ramindra 51 51 54 50 53 51 Pinklao 159 181 180 146 141 138 Pattaya Center 54 72 88 96 89 91 Rama III 126 105 106 107 106 103 Chiangmai 142 144 143 143 142 142 Bangna 191 187 205 183 179 179 Rama II 150 155 159 142 141 142 CentralWorld 222 302 405 387 396 375

HUMAN CAPITAL MANAGEMENT Rattanathibet 71 85 99 96 96 99 Chaengwattana - - - - 127 129 Pattaya Beach - - - - 149 155

084 Udonthani - - - - 121 124 Chonburi - - - - 100 99 Khonkaen - - - - 110 111 Chiangrai - - - - - 43 Total 1,650 1,826 2,053 2,121 2,763 2,823

Remark: 1 Staff of Langsuan Colonade are included. EMPLOYEES BY AGE BY EMPLOYEES GENDER BY EMPLOYEES Male 1,319 headcount 1,319 Male 1,283 headcount 1,283 headcount 1,324 Female 1,504 headcount 1,504 Female Age 18-30 yrs 18-30 Age yrs 31-45 Age 45% 47% 47% 216 headcount 216 Age 46-60 yrs 46-60 Age 53% 8% EMPLOYEES BY YEARS OF SERVICE OF YEARS BY EMPLOYEES 16 headcount 456 yrs 10 than More 8 headcount 216 Trainee 21 headcount 595 yrs 5-10 15 headcount 430 yrs 3-5 40 headcount 1,126 yrs 3 than Less % % % % %

HUMAN CAPITAL 085 MANAGEMENT CPN Annual Report 2010

PERSONNEL SELECTION AND RECRUITMENT MANAGEMENT OF REMUNERATION AND BENEFITS

Valuing the process of personnel selection and recruit- CPN formulates its remuneration system by comparing the ment, CPN has a policy to select and recruit from within the position, responsibilities, and competency to the remuneration organization first to ensure that they receive equal and fair and benefits offered by peer organizations in the same or opportunities for their career growth. similar business.

In selecting and recruiting its personnel, CPN focuses on staff’s Staff remuneration is based on the performance under an knowledge and ability in parallel with their virtues. In other evaluation system with individual performance indicators, words, the selected ones must be properly qualified for the consisting of corporate key performance indicators (KPIs) position with a positive attitude consistent with the corporate division/department KPIs, operation KPIs, and evaluation of value of “creating with confidence to jointly achieve excellence” potential. Both the supervisor and the subordinate must for “Khon Dee Khon CPN” agree on the outcome. Furthermore, the supervisor must explain the subordinate’s performance to his or her CPN’s personnel selection and recruitment are jointly supervisor so that they can acknowledge the evaluation considered between the original affiliation and Human principle, which is fair for all staff. Resources Management to ensure a transparent process Furthermore, CPN has established welfare committees at based on good corporate governance and appropriate Head Office and every branch, which acquire members from qualifications for the position. applications and selection from each department. Each HUMAN CAPITAL MANAGEMENT Furthermore, CPN focuses on employing local labor, including committee, with a two-year term, holds quarterly meetings. endorsement of staff relocation to their hometowns to diversify They act as a staff spokesperson by communicating with the revenue to local communities. CPN strongly believes that management team about staff’s proper welfare, including

086 these staff members, as a smaller part of a large society, will guidelines and patterns of activities to foster cordial relations develop their own communities into a stronger society that within and among branches. After each meeting, the committee grows together with CPN. delivers the topic(s) of improvement or development to the representatives for further implementation. If the topic causes a major corporate development, the welfare committee proposes it to the Executive Board at a specified time.

For financial security, CPN has established a provident fund where the money comes from staff’s cumulative contribution, the Company’s contribution, and interests earned from the fund. CPN pays for the contribution in the fund by position as seen below: as listening to one another and listening to staff’s complaints, complaints, staff’s to listening and another one to listening as relationship such another”, one for cordial “caring that foster believes CPN staff, that among activities the to addition In libraries. public of construction and communities, for Day Children’s on National activities temples, at toilets repairing as such complexes, CPN’s shopping of vicinity the in ones especially communities, happy and livable develop and create to and community and Volunteer CPN health. mental and physical sound in forgiveness, result and which sportsmanship about learn and exercises Day Sports CPN’s of business. understanding better a have can families the and dialogues friendly have can families and staff, executives, that Day Family CPN 2010, In activities: following activities. organized recreational and social between balance a on focusing by CPN of part a be to proud feel them make and happiness their enhance to projects organized it has Therefore, effectiveness. and efficiency work affect directly relations cordial and happiness staff’s that aware well is CPN MANAGEMENT RELATIONS STAFF Staff Level Level Staff Rank and file and Rank Managerial Managerial Executive Executive

is when staff and their families can get together so together get can families their and staff when is encourages staff to engage themselves in physical physical in themselves engage to staff encourages

offers staff an opportunity to repay society society repay to opportunity an staff offers Staff’s Contribution Staff’s 3% of total salary total of 3% 5% of total salary total of 5% 10% of total salary total of 10%

• • • • life: everyday in or work at difficulties facing when channels assorted via complaint a file can member staff Each engagement. and happiness staff’s create to way another is

Sending a letter to the Audit Committee. Committee. Audit the to letter a Sending 10409 Pratunam 99, Box PO at President the to Mailing branch every at located idea-Box the in message a Putting @cpn.co.th whistleblower at Committee Audit the to e-mail an Sending

CPN’s Contribution CPN’s 3% of total salary total of 3% 5% of total salary total of 5% 10% of total salary total of 10%

HUMAN CAPITAL 087 MANAGEMENT CPN Annual Report 2010

HUMAN CAPITAL DEVELOPMENT

Convinced that human capital development is a sustainable both in-house training and external training, both domestic competitive advantage in the long run, CPN supports and sets and overseas. its goal to continuously develop its personnel in a tangible SUCCESSION PLANNING way to ensure that the competency of staff will be enhanced to suit their current positions and responsibilities, which must CPN undertakes succession plans for executives and key be consistent with their career path planning. positions in the shopping complexes to maintain the trust of partners, shareholders, and staff in a given executive’s CPN’s human capital development combines cooperation promotion, transfer, or resignation, and to be prepared for among Human Resources, original affiliation, and staff. the development of executives in response to the Company’s In formulating individual development plans, the process expansion. starts by setting competency levels by position, making an assessment between the supervisor and staff, and developing CPN has formed a committee to implement succession plans, individual development plans with advice from Human starting from nominating successor candidates, selecting Resources. This plan varies with each staff member. successors, making potential assessments, and summarizing Development includes formal training, seminars, short courses, outcomes. The process is carried out with transparency and studies at a higher level, as well as informal methods, such fairness for all staff. as coaching, book recommendations, and job shadowing. In order to ensure that every CPN staff member understands

HUMAN CAPITAL DEVELOPMENT the Company’s business and possess knowledge, skills, and attitude in line with the corporate goal, CPN has formulated a training roadmap, which varies with positions.

088 Furthermore, CPN organizes other competency development projects for different staff and professionals, namely Executive Coaching Project for senior executives, Leadership Development Program to prepare middle management for a higher level, Intensive Coaching for middle management, and Supervisory Skill Development Project for first-line managers (junior executives). For staff who require technical skills, CPN organizes additional technical training programs as seen appropriate, such as service standards, intensive firefighting program for firemen, and accounting standards. There are approach to sustainability, and that they are effectively effectively are they that and implemented. sustainability, to approach development the with align and plans comprehensive adequately action are and policy the that ensure to Committee Safety and Conservation Environmental the replaced committee This members. as executives CPN other with & CEO, President the by headed Committee, Management a Sustainability appointing by management sustainability its restructured CPN year, This development. and as education well community, youth as supporting community, local local the the of and tradition the the area encouraging local protecting the energy, of conserving environment to committed is Group. CPN Central in the under and companies other organization with coordination individual an as both and environment, community, the the society, for conscience a with business conducted has CPN operations, Company of onset the From society” for Caring and Accountability Justice, Equality, Transparency, Openness, Truthfulness, “Honesty, emphasizes which policy, Governance Corporate company’s Partners” of Success Excellence, Trustworthiness, provide to values core company’s Other” Each for Care is Society, goals valued most Company’s the of One society. and community the by admired business a becoming of mission the with operations business its conducted has CPN MANAGEMENT SUSTAINABILITY . This goal comes from the the from comes goal This . “Innovation, Experience, Experience, “Innovation, “Care for the the for “Care . and the the and

3. 2. 1. conserving including: has energy, regarding CPN policy therefore, three-dimensional a factory; developed small a as energy of same amount the consumes mall shopping a con it Operating using and scientiously. energy of use the maximizing values CPN Energy Conserving ENVIRONMENT THE FOR CARING AND ENERGY CONSERVING day. every achieved easily fun be is can and that something is environment the and community the society, toward responsibility showing that recognition a shared create to employees all to communicated been has policy This • • aspects: two following the into divided is policy Management Sustainability CPN’s current

and community. and society a sustainable for projects and policy of Management Occupational and Health Environment Energy, of Management community around the malls play an active role and are are and energy. role conserving of active aware an play malls the around raising local community the and and customers tenants, staff, that Communicating so awareness Personnel: or Behavioral policy. energy company’s This the oversees department. jointly group marketing the and development, management business asset management, organization, the project of including levels various of from consisting Committee, representatives operational Audit and the includes managerial This levels. executive, the on energy and saving on work to committee policies designated a clearly Issuing assigning policy: and structure Organizational projects. CPN’s to it applying friendly and technology environmentally and up-to-date Using Technical: -

SUSTAINABILITY 089 MANAGEMENT CPN Annual Report 2010

Innovations in Conserving Energy thank entrepreneurs who excelled in energy conservation and developing alternative energy, as well as raising CPN has fully implemented its knowledge and experience awareness of those involved to develop and implement regarding conserving energy since 2005, starting with ways to achieve a lasting result. In 2010, CentralPlaza development of the Specific Energy Consumption (SEC) Rama 2 won the award for Best Energy Conservation in the Index, that is, the energy consumption per usable area. This Control Building category and CentralPlaza Chaengwattana allows CPN to manage the consumption of energy per month won the award for Best Innovation for Energy Conservation more efficiently and effectively. The data are analyzed and in the New Building category. referred to when planning the energy management policy each year and allows CPN to propose and implement a sus- • Competing in the Building Energy Award (BEAT) 2010, a tainable energy management policy. project initiated by the Energy Policy and Planning Office (EPPO), Ministry of Energy. The aim was to help citizens CPN also uses modern and environmentally friendly technology become aware of energy conservation by learning from real and applies it to the business model. This includes using examples from well-known buildings and to build a workforce innovations from the Leadership in Energy & Environmental knowledgeable in energy conservation for the long term at the Design (LEED), which focuses on a building design that makes national level. The results will be announced in August 2011. use of natural light to save energy, uses more environmentally friendly materials, and increases green space in the building. The Environment A High Efficiency Chiller was also brought in to replace the CPN realizes the value of our limited natural resources and original air-conditioning system, making it more energy-efficient cares for the livelihood of the stakeholders, the community, by using a more environmentally friendly cooling agent. This and the environment around the shopping complex. Therefore, was done in conjunction with installing a Variable Speed

SUSTAINABILITY MANAGEMENT it has a clear policy regarding environmental conservation, Drive (VSD) to pump cold water for the cooling tower in the starting with the design, building, and management of the air-conditioning system, thereby reducing energy consumption. shopping malls carried out through its key business practices,

To show its commitment to conserving energy on a macro level, for example:

090 CPN has regularly participated in projects which support the • Issuing a clear policy on safety for construction sites conservation of energy, for example: which covers safety standards, ways to control and monitor environmental impacts, a manual on quality control, and a • Becoming one of the most energy-efficient buildings under handbook of practices for CPN contractors to ensure that the Department of Alternative Energy Development and construction proceeds according to CPN’s safety standards. Efficiency, Ministry of Energy, to raise awareness of conserving energy and protecting the environment for • Installing a wastewater treatment facility that complies society. CPN’s malls that had won the Energy Conservation with legal standards and using biological methods in such Awards in 2009 were CentralPlaza Chaengwattana and treatment. The waste water is measured, recorded and CentralFestival Pattaya Beach. reported before being released into public water sources.

• Participating in the Thailand Energy Awards, hosted by • Installing a CO Detector to indicate the level of carbon the Department of Alternative Energy Development and monoxide gas in the parking building to make sure it is not Efficiency, Ministry of Energy. The objective was to praise and inferior to legal standards. • • persons: and assets of safety the Toensure customers. and tenants CPN’s of assets and health the protect to safe are they ensure to management CPN’s under project residential and building, office complex, shopping each around and in environment the monitor to is policies management CPN’s sustainability of One SAFETY 2012. by certified 14001:2004 ISO complexes shopping CPN’s of all have to is aim The Center Pattaya. Central and Airport Chiangmai CentralPlaza Bangna, CentralPlaza Pinklao, CentralPlaza including 14001:2004, ISO certified been had CPN of management the under 2010, projects four of end the By impacts. ISO environmental the negative to use reduce complexes to shopping its manage developer to standard property 14001:2004 retail first the is CPN • • • health: people’s of protection the Toensure

complex, and were regularly maintained. maintained. regularly were shopping and the in complex, and park car the in installed were CCTVs as lifts, escalators, gas burners, and cooking appliances. cooking and burners, such gas escalators, equipment lifts, for as provided is schedule maintenance A from exceeding given standards. standards. given exceeding it from prevent and gas monoxide carbon to lot monitor and parking measure the in inside. it installed was release system and CO-detection A building the in outside bring from to air installed fresh was system ventilation automatic An complexes. shopping its managing as for uses guideline CPN a which standard international the meets This management. and environmental on law standards the 14001:2004 ISO with the complies inside which air the proposed, was controlling building and managing for policy A 9001:2008. ISO with compliance in developed was plan control emergency and action response emergency An

Intellectual Cultivation Program carried out the following following the out carried Program activities: Thai Young Cultivation CPN the 2010, Intellectual In youths. such learning and for teaching equipment of amount significant a has CPN donated also schools. poor for libraries building and the for community center learning a less-privileged building by for youths and education communities for support provide to Group Central the under companies other and partners, our government agencies, with cooperated has CPN project, this Through Program. CPN Cultivation the Intellectual behind Thai Young inspiration main the sustainability was CPN’s and for management strategies and of policies one is primary ones, the less-privileged especially youths, Thai the of to society become and sustainable Supporting the self-sufficient. and education community the enable will ethical youths and for conduct morals good instilling and Educating society. for that are young people CPN believes strongly a foundation critical Program Cultivation Intellectual Thai Young CPN The DEVELOPMENT SOCIETY AND COMMUNITY SUSTAINABLE • • • • boards on how to prevent respiratory diseases. diseases. respiratory prevent to how on boards information up set and area complex shopping the clean to hospitals in used commonly system disinfecting a installed also the CPN regularly. more cleaned were diseases, complexes shopping respiratory of outbreak an was there When and malls. shopping entrances the the of at exits installed were points Gel Sanitation waste. removing and storing for system hygienic and effective an provides which place, in was system A sanitation all in hygiene good of restaurants. mindful be to complex the in shopping operators restaurant encourage to has out carried project been Kitchen Clean a and conducted, are complex in the of operations shopping restaurant assessments Regular

SUSTAINABILITY 091 MANAGEMENT CPN Annual Report 2010

CPN is the first retail property developer to use the ISO 14001:2004 standard to manage its shopping complexes to reduce negative environmental impacts. By the end of 2010, four projects under the management of CPN had been certified ISO 14001:2004, including CentralPlaza Pinklao, CentralPlaza Bangna, CentralPlaza Chiangmai Airport and Central Center Pattaya. The aim is to have all of CPN’s shopping complexes ISO 14001:2004 certified by 2012.

Development of Community Learning Centers was established with 250 members, a number which has been increasing steadily. Currently there are 800 members who have CPN and the Institute for the Promotion of Teaching Science joined the group to show their volunteer spirit. and Technology, with the support of our business partners, customers, and companies under the Central Group, has The CPN Volunteers group regularly conducts activities on a developed community learning centers to provide more rotation basis for the communities near shopping complexes opportunities for self-learning through the provision of various under CPN’s management, as well as for the volunteers’ home media, including videos, DVDs, computers, Internet, book communities which they propose to the CPN Volunteers Group corners, and scientific experiments. To date, CPN has developed Committee. These activities revolve around the idea of social nine community learning centers in the schools listed below: responsibility and sustainable community development. In the • Ban Khlong Muang School, Amphoe Muang, Krabi past year, the group’s activities are summarized below: • Bamrung Islam School, Amphoe Muang, Pattani “Share and Care for Less Privileged Youths” Project • Nakhon Khon Kaen, Amphoe Muang, Khon Kaen On January 23, CPN Volunteers from the CentralPlaza • Tasdikiya School, Amphoe Jana, Songkhla Bangna shopping complex hosted a lunch for the students • Prapassorn Wittaya School, Amphoe Muang, Chon Buri from Wat Bot Woradit, Amphoe Pa Mok, Ang Thong province. • Ban Pong Malaengwan (Chirathiwat Upatham) School, The volunteers presented the school with learning materials Amphoe Muang, Nakhon Ratchasima and sports equipment to help children with academics and • Alawiyah Wittaya School, Amphoe Bannang Satar, Yala physical health.

• Ruam Sun Wat Huay Kaeo School, Amphoe Mae On, “Doing Good for the Public” Project SUSTAINABILITY MANAGEMENT Chiang Mai at Soonthon Pradit Temple • Mae Pa Wittayakom School, Amphoe Mae Sot, Tak On February 11, CPN Volunteers from the CentralPlaza

School Building Improvements for Ban Non Chaisi Nong Udonthani shopping complex got together to enhance the

092 Khaen School, Roi Et public good by cleaning the temple grounds and cleaning the air-conditioning units in the temple. The CentralPlaza Khonkaen shopping complex and the Revenue Department of Roi Et province worked together to improve the school building, library and playground for the school, located in Amphoe Phanom Phrai of Roi Et province.

The “CPN Volunteers” Program

CPN has always encouraged employees to give back to society and the community. The “CPN Volunteers” program started from a small group of CPN employees who truly reflected the Company’s wishes to see staff participate in activities which benefit society. In 2008, the “CPN Volunteers” group shopping complexes jointly held the CPN Volunteers “Pha Pa Pa “Pha Volunteers CPN the held jointly complexes shopping Chaengwattana CentralPlaza Lardprao, and Rattanathibet, CentralPlaza CentralPlaza from Volunteers CPN 6, August On Activity Light” for Pa “Pha Planet the for Care Earth, Love to Beauty Project. “Restoring the Bangkok” of part as Road Ratchadamri and traffic Road Dunant Henri and intersection, Metropolitan Ratchaprasong around sidewalk islands the on Bangkok trees the 250,000 and planted Authority, Group Central the under companies of cooperation the with Volunteers, CPN 150 Over Activity Bangkok” to Beauty “Restoring Planet the for Care Earth, Love in Island province. Kham of Chonburi beachfront the on rubbish up picking and ocean, the into clownfish releasing reefs, promote to how and environment marine natural the conserving providing about included knowledge Activities event. held Ocean” the Stores for “Care Department the Pattaya Center Central Pattaya and Beach CentralFestival the from Volunteers CPN 3, April On Project Ocean” the for “Care Rattanathibet. CentralPlaza behind CentralPlaza canal the clean and the dredge to community municipality Thong from Lak the and Nonthaburi the with forces Volunteers joined CPN Rattanathibet 5, March On Project Krasaw” Bang Khlong for Water “Cleaner good, hygienic conditions, as well as providing more green green more providing as in well as them keep conditions, and hygienic Pattaya good, around the temples improve in to toilets communities public local and environment the responsibility for social corporate a is This project. Temples” for Toilets helped “Clean the out carry to authority Beach municipality Pattaya the Pattaya CentralFestival from Volunteers CPN Project Temples” for Toilets students, “Clean to event. the ecosystem attended provide who marine others to and the passers-by, exhibition about an Lamung, was Bang knowledge There Amphoe province. district, Chonburi Klua Na Chong Temple, behind Lom area mangrove the around ecosystem the to life restore to saplings 1,000 planted volunteers the Together Project. Mangroves” Reforesting by Footsteps Majesty’s His in “Following the out carried Group Conservation Klua Na the and Pattaya Center Central from Volunteers CPN 28, November On Project Mangroves” Reforesting by Footsteps Majesty’s His in “Following province. Khonkaen Ruea, Nong Amphoe Phue, Ban and Kong Ban of communities flood-stricken the to them giving and Udonthani in people local from kits a survival for holding drive by donation project Together” Victims Flood “Help the held Udonthani CentralPlaza from Volunteers CPN 9, November On Project Together” Victims Flood “Help district. Noi Bangkok in communities Dusitaram and Songkroh Santi to kits survival took volunteers the to Bangkok In kits province. Ayutthaya survival in Sai Bang Amphoe bring in to communities boat flood-ravaged by traveled Volunteers CPN Project Victims” Flood for “Care province. Nonthaburi School, library a build Thammasirisuksa to for materials learning donated and temple, in the toilets public the maintained lamps, worn-out changed repaired and volunteers CPN The province. Nonthaburi Temple, Nok Noi Wat to bulbs light energy-saving offering by Light” for

SUSTAINABILITY 093 MANAGEMENT CPN Annual Report 2010

space on the temple grounds. By the end of 2010, CPN OTHER PROJECTS FOR THE PUBLIC GOOD Volunteers had carried out this project in Wat Pothisamphan, In addition to improving the local community, society, and the Wat Thammasamakkhi, Wat Sao Thong Thong, and Wat Kao environment through the previously mentioned projects, CPN Pho Thong temples. In 2011 the volunteers will develop has joined forces in 2010 with business partners, companies better toilets in all places of worship, regardless of the religion under the Central Group management, and CPN employees in practiced, until all 24 places of worship have been completed. carrying out other activities to repay society. These activities included donating drinking water to Bang Khen police CSR “Return to Hometown” Project officers, and supporting the production of traffic signs around CentralPlaza Chiangmai Airport department store and CPN the BTS line extension construction site on Rattanathibet Volunteers organized the “Return to Hometown to Ban Hua Fai Road, Nonthaburi province, to reduce accidents and traffic School (Si Kham Branch)” and helped change the environment congestion. CPN also sponsored 50 children from Ban Nok inside and outside the classroom by painting cartoon motifs Khamin Foundation for a day’s excursion to the snow dome for nursery and kindergarten classrooms. The volunteers also and provided ice-cream at the “Ice Cream Festival @ Central hosted a lunch and presented clothes and learning equipment Plaza Ramindra”. CPN donated dolls from “Doll Mania 2010 collected from the charitable donations of the stores and @ CentralPlaza Ratchada-Rama III” to the Phyathai Children’s customers of CentralPlaza Chiangmai Airport department store Foundation and donated 1,000 blankets in the “Keep Warm to the students and the local community. with Love” project in conjunction with Thai TV Channel 3. CPN also donated explosive devices recovery robots and cell-phone “Care for Green Community” Project signal transmission blockers to the Khon Kaen police station. CentralPlaza Udonthani department store worked together with CPN Volunteers to carry out the “Care for Green Community” In 2010, CPN also supported government and private organiza-

SUSTAINABILITY MANAGEMENT to create more green space and improve the public facilities tions by providing 310,000 square meters of space inside and in the communities around CentralPlaza Udonthani shopping outside the shopping complexes under CPN’s management complex, with a focus on temples and schools. CPN Volunteers for activities and projects which support education, religion, presented the Ban Nong Baw School in Amphoe Phen, Udon culture, art and charitable giving.

094 Thani province, with young saplings and also carried out main- tenance of the public facilities in the school on December 23. “…In working for society or providing help to society, one must do it with honest intentions and with spirit, and not just for “CPN Christmas Cards” Project public relations. Most importantly, we must provide an CentralPlaza Chiangmai Airport and CentralPlaza Chiangrai opportunity for the organization’s employees to have a real shopping complexes and over 60 CPN Volunteers conducted chance to help society and the local community, whether the “CPN Christmas Cards” project to spread joy during the physically or intellectually, using their work processes as the holiday period to children and to encourage them to participate driving force for society’s development. Together, we can in activities that will enhance their knowledge and experience. create a self-sufficient and sustainable society.” CPN Volunteers gave out prizes, teaching/learning materials, sports equipment, and winter clothes to school children at Kobchai Chirathivat Huai San Yao Withaya School, Amphoe Mae Lao, Chiang Rai President province, the fourth consecutive year for this activity. Central Pattana Public Company Limited SUSTAINABILITY 095 MANAGEMENT CPN Annual Report 2010

RISK FACTORS

Risk Type Risk Management

STRATEGIC RISKS Focus on implementing strategies in conformance to CPN’s mission and Risk from overseas investment business plan to ensure that strategies and objectives are compatible Failed overseas investment could affect with acceptable risks the Company’s return on investment. • Undertake a thorough study on the operation of business in each country before deciding to invest • Continuously monitor economic, social, and related business situations to ensure appropriate responses • Jointly invest with high-potential business allies • Undertake organizational and personnel preparation to ensure readiness for overseas investment • Enhance differentiation and competitiveness through continuous development of shopping centers, standard of services, and management • Acquire funding sources to ensure capital adequacy and maintain appropriate net interest-baring debt to equity ratio

OPERATION RISKS Focus on every step of operating processes from investment, IT, to RISK FACTORS Risks from organizational competency personnel, including safety risks, which could harm lives and cause Failure to ensure organizational and personnel damage to CPN properties readiness for business expansion may cause • Improve efficiency of all work processes to support the Company’s growth

096 the Company to lose business expansion • Develop key personnel’s capability for promotion under the Succession opportunity and hinder its profitability. Plan and Individual Development Plan (IDP) • Develop training roadmaps in line with employees’ competency profile • Develop change management processes and communicate them throughout the company to ensure readiness for organizational changes

Risks from construction work • CPN’s application of Value Engineering Technique and systematic Failure to manage planned construction time supervision process ensures the successful completion of construction and cost may hurt the Company’s cash flow projects without reducing the projects’ quality or credibility and profitability. • Construction contractors are selected through a transparent and efficient process

expansion. business future affecting as well as profits/returns reduce and costs Company’s the increase may trends interest Rising risks rate Interest RISKS FINANCIAL on investment and profit growth. profit and investment on investment may lower the Company’s return Company’s the lower may investment government policies before deciding on deciding before policies government and provisions legal from Risks RISKS COMPLIANCE including possible changes in regulations and regulations in changes possible including laws, related examine thoroughly to Failure policies government profitability. hinder and the Company’s business, hurt its cash flow cash its hurt business, Company’s the Damage caused by these calamities may halt may calamities these by caused Damage natural disasters natural Risks from sabotage, accidents, and accidents, sabotage, from Risks Type Risk

•

• • under controls internal and management risk efficient acceptable, as returns, appropriate well as the public’s in confidence the Company’s by policy monetary prudent under Company the managing on Focus the fast-changing business environment business fast-changing the ensuring thus budget, approved the under expenses controlling

Focus on strict conformance to internal and external regulations, regulations, external and internal to conformance strict on Focus • laws related including • •

Risk Management Risk •

new projects new mobilization through property funds and identifying joint investors for for investors joint identifying and funds property through mobilization Use other fund mobilization alternatives aside from loans, including including loans, from aside alternatives mobilization fund other Use increase the ratio of fixed interest rate loan rate interest fixed of ratio the increase Use alternative financial instruments, including interest rate swaps, to to swaps, rate interest including instruments, financial alternative Use Increase the ratio of fixed interest rate loans loans rate interest fixed of ratio the Increase development planning development and environmental conservation laws to ensure appropriate property property appropriate ensure to laws conservation environmental and planning, expropriation areas, development of mass transit systems, systems, transit mass of development areas, expropriation planning, Closely monitor changes in all applicable aspects, including city city including aspects, applicable all in changes monitor Closely crises or emergencies by caused impacts minimize to (BCP) Plan studies of legal limitations before deciding to invest to deciding before detailed limitations legal conducting of as studies well as sizes, land and locations project Rank Continuity and Business Plans Management (Crisis) Emergency Formulate disasters, accidents, and sabotage and accidents, disasters, management to prevent financial losses from damage caused by natural natural by caused damage from losses financial prevent to management Take out comprehensive insurance policies for all projects under CPN’s CPN’s under projects all for policies insurance comprehensive out Take

097 RISK FACTORS CPN Annual Report 2010

CAPITAL STRUCTURE

CPN’s capital structure, as at December 31, 2010, was as follows:

CAPITAL STRUCTURE

Common shares

Authorized share capital 2,178,816,000 Baht Paid-up share capital 2,178,816,000 Baht Number of common shares 2,178,816,000 shares Par value 1.00 Baht Share price 26.75 Baht

Unsecured and unsubordinated debentures

Debenture Credit Amount Issuance Life Interest Repayment Maturity Balance as at rating (MB) Date (year) Payment Cycle of Principle Date Dec 31, 2010

CPN126A A+ 3,000 14/06/2007 5 Every 6 months Upon maturity 14/06/2012 3,000 CPN119A A+ 1,500 25/09/2008 3 Every 6 months Upon maturity 25/09/2011 1,500 CPN135A A+ 2,000 21/05/2009 4 Every 6 months Upon maturity 21/05/2013 2,000 CPN145A A+ 1,000 21/05/2009 5 Every 6 months Upon maturity 21/05/2014 1,000

CAPITAL STRUCTURE CPN136A A+ 1,200 26/06/2009 4 Every 6 months Upon maturity 26/06/2013 1,200 CPN127A N/A 1,000 24/07/2009 3 Every 6 months Upon maturity 24/07/2012 1,000 CPN126B N/A 500 09/06/2010 2 Every 3 months Upon maturity 11/06/2012 500 CPN15DA N/A 500 28/12/2010 5 Every 6 months Upon maturity 28/12/2015 500 098

Remarks : Average applicable annual loan interest rate of 4.31% per annum

Company Financial Ratios following the Covenant Ratios As at Dec 31, 2010 Debenture’s Rights and Conditions

1. Total Debt to Total Shareholders’ Equity Not over 2.5 times 1.84 times 2. Total Interest Bearing Debt to Total Shareholders’ Equity Not over 1.75 times 1.01 times 3. Total Assets (excluding Secured Debt) to Unsecured Debt Not less than 1.5 times 3.43 times are: 2010 31, December at as shareholders major ten Top

Shareholders Foreign

Shareholders Local Capital Registered Shareholders are: 2010 31, December at as distributions shareholding CPN’s SHAREHOLDERS

10. 1. 2. 3. 4. 5. 6. 7. 8. 9.

- Persons - - Juristic persons Juristic - - Persons - - Juristic persons Juristic -

Shareholders Central Holding Co., Ltd. Co., Holding Central HSBC (Singapore) Nominees Pte Ltd Pte Nominees (Singapore) HSBC Thailand Equity Fund Equity Thailand Thai NVDR Co., Ltd. Co., NVDR Thai The Bank of New York (Nominees) Limited (Nominees) York New of Bank The Mrs. Arunee Chan Arunee Mrs. BNP Paribas Securities Services Luxembourg Services Securities Paribas BNP Mr. Suthichai Chirathivat Suthichai Mr. Mr. Suthikiati Chirathivat Suthikiati Mr. Mrs. Suchittra Mongkolkiti Suchittra Mrs. Total Total

1,688,564,624 2,178,816,000 159,969,458 92,039,467 70,538,885 44,794,960 42,600,000 41,794,000 41,730,200 33,652,400 490,251,376 588,171,980 445,628,066 106,670,600 783,133,098 905,431,526 44,623,310 Shares Shares

Shareholding (%) Shareholding Shareholding (%) Shareholding 100.00% 77.50% 27.00% 20.45% 35.94% 41.56% 22.50% 2.05% 7.34% 4.90% 4.22% 3.24% 2.06% 1.96% 1.92% 1.92% 1.54%

099 CAPITAL STRUCTURE CPN Annual Report 2010

Major shareholders have significant de facto influence on Foreign Limit in Shareholding policies or operations of CPN CPN has set a foreign limit of 30% of the paid-up capital. As at Since Central Holding Co., Ltd., and members of the Chirathivat December 31, 2010, foreign investors altogether held 22.50% family altogether hold approximately 60% of the total shares of CPN’s total paid-up capital. in CPN, they have significant de facto influence on its policy formulation and operations. This is because 7 out of the 12 members of the Board are representatives of these major shareholders.

CPN Names of directors and executives holding CPN shares

Directors and executives holding CPN shares as at December 31, 2010, are as follows:

Name Position Shares Shareholding (%)

1. Mr. Suthichai Chirathivat Chairman 41,994,000 1.93% 2. Mr. Suthikiati Chirathivat Director 41,730,200 1.92% 3. Mr. Prin Chirathivat Director 30,150,550 1.38% 4. Mr. Kobchai Chirathivat Director 26,493,500 1.22% 5. Mr. Suthichart Chirathivat Director 23,295,400 1.07% CAPITAL STRUCTURE 6. Mr. Sudthidej Chirathivat Senior Executive Vice President 16,295,700 0.75% 7. Mr. Sudhisak Chirathivat Director 14,173,200 0.65% 8. Mr. Sudhitham Chirathivat Director 14,082,300 0.65% 9. Mr. Suthipak Chirathivat Executive Vice President 12,794,800 0.59% 100 10. Ms. Wallaya Chirathivat Executive Vice President 8,664,300 0.40% 11. Mrs. Narttaya Chirathivat Executive Vice President 8,619,600 0.40%

Remarks : The amount of shares as shown are included the shares holding by spouse and minor child of directors and executives.

DIVIDEND POLICY The policy of CPN’s subsidiaries is to pay dividends when it The policy of CPN is to pay dividends not less than approximately has net profit and adequate cash flow balance. The dividend 40% of its operating net profit from consolidated financial payment will depend on the consideration of the Board of statement, except when there is a compelling reason not to. Directors and shareholders of the subsidiaries and it will not The dividend payment will not exceed the retained earnings exceed the retained earnings in financial statement. in separate financial statement. Senior Executive Vice President Vice Executive Senior CHART ORGANIZATION Management Construction & Development Business Management Construction Development Business Audit Committee Audit Internal Audit Internal Management Organization & Capital Human Management Organization Management Capital Human Risk Management Management Risk Marketing Committee CentralPlaza Marketing CentralWorld Marketing Strategy Marketing Corporate and Management and Development Property and Management and Development Property Operation Project Overseas Project CentralWorld 6 Area Operation Property 5 Area Operation Property 4 Area Operation Property 3 Area Operation Property 2 Area Operation Property 1 Area Operation Property Senior Executive Vice President President Vice Executive Senior & Chief Financial Officer Financial Chief & Chief Executive Officer Executive Chief Board of Executive Executive of Board Board of Directors of Board President & President Directors Management Management Technology and Information Management Process Business Technology Information Corporate Governance Corporate & Finance & Accounting Finance Operation Finance Corporate Accounting Committee Legal Nomination & Remuneration Remuneration & Nomination The Company Secretary Company The The President & CEO & President The Strategy Office Strategy Committee Corporate Corporate Office of of Office of Office Leasing Leasing

101 ORGANIZATION CHART CPN Annual Report 2010

MANAGEMENT STRUCTURE

CPN’s Management Structure comprises the Board of Duties and responsibilities of the Board

Directors, the Executive Committee, the Management 1. Perform all duties in compliance with the law, Company Committee, and four Sub-committees: the Audit Committee, objectives and articles of association, and shareholders’ the Nomination and Remuneration Committee, the Risk meeting resolutions with duty of loyalty and duty of Management Committee, and the Corporate Governance care, with accountability and ethics, keeping in mind the Committee, described as follows. equitable interests of the shareholders.

2. Define CPN’s vision, strategies, plans, and its annual BOARD OF DIRECTORS budget and continuously monitor its performance to ensure The Board of Directors comprises 12 members with the that the goals are achieved and potential difficulties are Chairman as a representative of the shareholders. The Chairman promptly dealt with. is not the same person as the President & CEO. The Board 3. Approve significant transactions under its authority required consists of 11 non-executive directors and one executive by law and the articles of association, and approve capital director as follows: expenditure budget exceeding 200 MB.

1. Mr. Suthichai Chirathivat 1 Chairman 4. Appoint sub-committees to support the operation under 2. Mr. Paitoon Taveebhol Independent Director its responsibility as seen appropriate and necessary, and 3. Mr. Chackchai Panichapat Independent Director regularly monitor their performance.

4. Mrs. Sunandha Tulayadhan Independent Director 5. Independent directors should exercise independent

MANAGEMENT STRUCTURE 5. Mr. Karun Kittisataporn Independent Director discretion in the formulation of strategies, management 1 6. Mr. Kanchit Bunajinda Director of work and resources, appointment of directors, and 7. Mr. Suthikiati Chirathivat 1 Director determination of business standards. They should also 8. Mr. Suthichart Chirathivat 1 Director be prepared to disagree with the management and 102 9. Mr. Sudhisak Chirathivat 1 Director other directors on matters that may affect the equality of 10. Mr. Sudhitham Chirathivat 1 Director shareholders.

1,2 11. Mr. Kobchai Chirathivat Director 6. Arrange for correct, complete, transparent, reliable, and 1 12. Mr. Prin Chirathivat Director timely information disclosure to all shareholders and stakeholders Note: 1. Representatives of the shareholders 7. Institute an efficient and effective internal control system 2. An Executive Director and internal audit.

Directors with company signatory rights are Mr. Sudhitham 8. Institute an efficient and appropriate risk management Chirathivat, Mr. Prin Chirathivat, Mr. Kobchai Chirathivat, with process that can be evaluated, monitored, and managed two of the three signatures with Company seal for validity. for key risks. 1. directors independent of Qualifications follows: as (SET) Thailand of Exchange Stock the and (SEC) Commission Exchange and Securities the by required those than directors independent for qualifications stricter much defined has CPN 17. 16. 15. 14. 13. 12. 11. 10. 9.

a conflict of interest. This is inclusive of the shares held held persons. shares related the his/her of by inclusive is This interest. of conflict a constitute may that entity juristic or company, affiliated or outstanding total voting the shares of the of Company, its parent company,0.5% subsidiary than more hold not Does duties. shareholder-assigned other Perform outside budget. CPN’s hiring with by advisers guidance business professional Seek as environment. plans business the and for suitable policies seen key update and review Regularly executives. top for plans succession Formulate Committee. Audit the by fit seen limit time within the issue the resolve must Board the performance, or status Company’s financial the affect significantly could that activities or transactions doubtful of case In board. the to report Committee’s Audit the for processes clear Institute connected for transactions. process clear and transparent a Institute for compliance. and strict employees and all acknowledgment with practices communication governance effective ensure corporate good Institute the code. this that follow employees ensure all and and executives, conduct directors, of code CPN a Institute in Company the regulations. and applicable and law Board the to the conforming assist and activities Company various oversee to secretary a company Appoint

4. 3. 2. calculation. such in calculation. included be must a transactions within preceding of year occurring transactions all regulation, the Under Transactions. Connected concerning Companies Listed of Act and Information of Disclosure Re: of SET of Governors of Board values the of the Notification a for under method transactions connected calculation the on based is transaction each of value The lower. is whichever assets, whose tangible net action the of 3% than more or similar MB 20 exceeds other value any including collateral, as assets providing guarantee, loans, extending through or support receiving financial of receipt or grant or services, or assets to relating transaction properties, immovable of lease or rental, transaction, business normal any includes paragraph the above under relationship’ ‘business The term interest. of conflict a cause may that parent its entity with juristic or company, affiliated or subsidiary connections company, business of with executive who or those director major a been non-independent have shareholder, never also must he/she years, two past the Over decisions. independent with conflict cause may that entity juristic or company, affiliated or subsidiary company, parent indirect its Company, or the with direct no relation had business has years, two past the Over companies. subsidiary or Company the of controller or executive an as the of children of executive, major shareholder, spouses controller, or or person nominated children sibling, spouse, as parents, registration or by legal by blood Is be not related interest. of conflict a constitute may that entity juristic or subsidiary, a same-level company, affiliated or subsidiary company, parent its Company, the of payroll on the or consultant member staff employee, regular position, director a held not has years, two past the Over

103 MANAGEMENT STRUCTURE CPN Annual Report 2010

5. Over the past two years, has never been appointed as an Duties and Responsibilities of the Company Secretary auditor of the Company, its parent company, subsidiary 1. Prepare and maintain the following documents: or affiliated company, or juristic entity that may cause a 1.1 Company’s statutory register of directors conflict of interest. Over the past two years, he/she must not be a major shareholders, non-independent director, 1.2 Annual reports executive, or partner of an auditing company whose officer 1.3 Notices and minutes of the meetings of the Board of is auditing the Company, its parent company, subsidiary Directors or affiliated company, or juristic entity that may cause a 1.4 Notices and minutes of the shareholders’ meetings conflict of interest. 2. Maintain and keep a record of vested interests as reported 6. Over the past two years, has never provided any professional by directors and executives. service, including legal or financial advice, earning more 3. Send copies reporting vested interests of directors and than 2 MB annually from the Company, its parent company, executives or related persons to the Chairman of Audit subsidiary or affiliated company, or juristic entity that may Committee within seven days of the receipt of each report. cause a conflict of interest. If the professional service provider is a juristic person, he/she must not be its major 4. Organize Board and shareholders’ meetings according to shareholder, non-independent director, executive, or rules and applicable laws. managing partner. 5. Supervise, inspect, and provide advice to CPN and the 7. Is not appointed to represent directors, major shareholders, Board of Directors in conformance to CPN’s memorandum MANAGEMENT STRUCTURE or any shareholders related to CPN’s major shareholders. of association, articles of association, Securities and Exchange Act, Public Company Limited Act, and applicable 8. Does not possess other characteristics that could prevent laws. him/her from giving independent opinions concerning 104 CPN’s operation. 6. Act as the clearing house between the Board of Directors, executives, and the shareholders. After the appointment, an independent director may be

assigned by the Board to make a collective decision on the 7. Coordinate and follow up the Board’s and shareholders’ operation of the Company, its parent company, subsidiary or resolutions. associated company, or juristic entity with potential conflicts. 8. Ensure that appropriate information disclosure and

COMPANY SECRETARY information reports are submitted to the regulators as required. CPN has established an Office of the Company Secretary to perform all secretariat work with efficiency, and the Board of 9. Perform other duties as required by the regulations of the Directors is responsible for appointing a qualified person as Capital Market Supervisory Board or as assigned by the Company Secretary, who is at present Ms. Naparat Sriwanvit. Board of Directors. members: six of consists Committee Executive the Directors, of Board the by Appointed COMMITTEE EXECUTIVE compliance. full ensure to Directors of Board the and Company the to advice of provision and monitoring as well as shareholders, and Directors of Board the of meetings of minutes the of preparation the for responsible is Office Legal 4. 3. 2.

1. Committee Executive the of Responsibilities and Duties 1. 2. 3. 4. 5. 6.

investment in securities as assigned by the Board of of Board the by assigned Directors. as and securities in companies investment subsidiary with transactions Approve business. CPN’s normal constitute that institutions financial and banks with transactions Approve goals. and budget the under performance CPN’s Monitor

1.5

1.4

1.3

1.2

1.1 approval: for of Directors Board the for following the Screen Mr. Suthichai Chirathivat Suthichai Mr. Mr. Suthikiati Chirathivat Suthikiati Mr. Mr. Suthichart Chirathivat Suthichart Mr. Mr. Sudhisak Chirathivat Sudhisak Mr. Mr. Sudhitham Chirathivat Sudhitham Mr. Mr. Prin Chirathivat Prin Mr.

Appointment of the President & CEO & President the of Appointment Activities and operations concerning mergers and and mergers acquisitions concerning operations and Activities Capital expenditure budget exceeding 200 MB 200 exceeding budget expenditure Capital plans strategic CPN’s on based estimates, budget Annual CPN strategic plans strategic CPN

Executive Chairman Executive Member Member Member Member Member

3. 2. 1. members: eight of consists Committee Management The COMMITTEE MANAGEMENT 12. 11. 10. 9. 8. 7. 6. 5.

Accounting and Property Management Property and Accounting Finance, President, Vice Executive Senior Cheyklin Naris Mr. Management Construction & Development Business President, Vice Executive Senior Chirathivat Sudthidej Mr. CEO & President Chirathivat Kobchai Mr.

case- a basis. on by-case transactions Board-assigned other Approve employees. motivate and Promote of management resource executives. senior human for responsible Be MB. 200 to up of expenditure capital Approve reserve legal for income provisions. net of allocation the Approve project during MB. depreciated 100 losses to up for for from development provisions losses and for investment, doubtful for provisions provisions in as accounts, such decrease or reserves increase accounting establishment, the Approve value. worth investment in MB 200 agreement to up joint-venture and projects of various under investment Agreement (memorandum MOU in understanding)-Joint-Venture participation the Approve business. normal support or constitute that subsidiaries and centers shopping CPN all concerning transactions legal and rights notaries Approve

105 MANAGEMENT STRUCTURE CPN Annual Report 2010

4. Mr. Suthipak Chirathivat SUB-COMMITTEES

Executive Vice President, Office of the President Audit Committee 5. Ms. Wallaya Chirathivat The Audit Committee, appointed by the Board of Directors, Executive Vice President, consists of independent directors. The first and the fourth Business Development & Construction Management members below have adequate knowledge and experience in 6. Mrs. Narttaya Chirathivat reviewing the reliability of financial statements, namely: Executive Vice President, Leasing 7. Mr. Terachart Numanit 1. Mr. Paitoon Taveepol Chairman Executive Vice President, Construction Management 2. Mr. Chackchai Panichapat Member 8. Mr. Nattakit Tangpoonsinthana 3. Mrs. Sunandha Tulayadhan Member Executive Vice President, Marketing 4. Mr. Karun Kittisataporn* Member

Duties and Responsibilities of the Management Committee Note: * Appointed on January 21, 2011

1. Prepare and propose strategic business plans. Duties and Responsibilities of the Audit Committee

2. Prepare and propose annual budget estimates. 1. Review the financial report preparation process for accurate, complete, credible, and timely information disclosure by 3. Present operating expenditure over 50 MB. coordinating with the external auditor and executives 4. Nominate the President & CEO’s direct reports. responsible for preparing quarterly and annual reports. MANAGEMENT STRUCTURE

5. Consider the approval of various operations for the Board 2. Consider connected transactions which may cause conflicts of Directors and the Executive Committee as assigned of interest; ensure conformance to SET to ensure that they are reasonable and in CPN’s best interests.

106 5.1 Bank and financial transactions that constitute normal

business 3. Consider the accurate and complete disclosure of information 5.2 Transactions with subsidiary companies and investment in case of connected or related transactions or other in securities as assigned by the Board of Directors and transactions that may cause conflict of interest. the Executive Committee 4. Review the internal control system for suitability and 5.3 Action on notaries rights and legal transactions effectiveness. concerning all CPN shopping centers and subsidiaries 5. Consider the audit outcomes and suggestions of the that constitute or support normal business external auditor and Internal Audit concerning internal 5.4 Approve capital expenditure of up to 50 MB. controls and pass on suggestions for action by the 5.5 Perform other transactions as may be assigned by the management as well as following up the implementation Board of Directors or the Executive Committee. of such suggestions. 15. 14. 13. 12. 11. 10. 9. 8. 7. 6.

following up on such suggestions. such on up as following well as practices, in to adjustments for submit and management the auditor external the of report the Review companies. subsidiary and CPN of process during auditing the important or necessary be may that transactions certain to review auditor to external the suggestions Provide any) (if the method changing auditing for reasons as well as auditor by external proposed the auditing of method and scope the Review the auditor. consider external the of Also, removal work. past as well as Company the audit to assigned personnel the of experience audit the volume, resources, of adequacy reliability, the account into taking auditor, independent an obtain to as so approval for auditor external the for fees propose and nominate, Select, redundancy. mutually eliminate be and to supportive auditor external audit the of and Audit scope the Internal of coordinate and plans audit Review approval. management’s the for Audit and of Internal manpower budget the about remarks and suggestions Provide and process. system management control financial internal the about Internal of especially head the Audit, with plan audit internal the Review Audit. Internal of head the of compensation as well as discharge, or commendation transfer, removal, appointment, the to suggestions Provide and charter. Audit its approve Internal of structure and activities the Review process. audit internal efficient an has and independent is Audit Internal that ensure and Review

22. 21. 20. 19. 18. 17. 16.

Review CPN’s continual process of good corporate development. for advice and corporate approaches good providing as of well as process governance continual CPN’s Review SET. or SEC to it report may Committee the limit, time do not management correct the a problem within reasonable affect the or Board the If performance. and seriously status CPN’s financial may and laws requirements, SET business-related laws, CPN or Exchange and Securities of breach or fraud, interest, of conflict a constitute may that transactions suspicious Board the to report Immediately report. annual the in included and Chairman its by signed be to SET, by required format the in Committee the of report a Prepare quarter. every once at least consideration for Board the to performance its Report business- CPN or laws. related requirements, SET laws, and Exchange Securities to Company the by conformance Review was breach given reported. a when date the from days 30 within preliminary auditor report external the and SEC to instance first the and in findings received information the check Promptly Act. Exchange and or Securities 312 the of 313 Section Section 311, Section 310, Section 308, 309, Section Section 306, Section 305, Section 281/2, Section of CPN paragraph second the of operating breach a for constitute may that responsible persons or managers as of directors, activities suspicious auditor regarding as soon possible external the from information received on Act Audit Internal and coordination auditor of external the between efficiency and adequacy the Consider

107 MANAGEMENT STRUCTURE CPN Annual Report 2010

23. Emphasize and promote good corporate governance as Three advisors to the Committee are appointed as follows: a regular agenda for Board meetings and AGMs. 1. Mr. Sudhisak Chirathivat Advisory 24. Ensure that the Chairman of the Committee receives a 2. Mr. Sudhitham Chirathivat Advisory copy of the report of the directors’ vested interests from 3. Mr. Prin Chirathivat Advisory the Company Secretary under Article 89/14 of the Securities and Exchange Act within seven days of the Duties and Responsibilities of the Nomination Committee date when CPN receives the report. 1. Consider the appropriate structure, size, and composition of 25. Review CPN’s risk management process to ensure the Board to suit the organization and changing environment. standardization, effectiveness, and efficiency. 2. Consider the criteria for selecting directors, President & CEO, 26. Work with the Risk Management Committee, the Risk as well as recruiting qualified candidates and submitting Management task force, and the management in considering, their names to the shareholders or the Board for further making recommendations on, and updating reports on consideration on a case-by-case basis. CPN’s risk management. 3. Formulate succession plans for the President & CEO and 27. Conduct other Board-assigned duties with the concurrence senior executives with regular reviews. of the Audit Committee. The Committee is liable to the Board for its Board-assigned duties and responsibilities, 4. Ensure that the policy, plans, and strategies for human whereas the responsibility for all CPN activities to others resources align with CPN’s business.

MANAGEMENT STRUCTURE is still that of the Board. Duties and responsibilities of the Remuneration Committee

28. Revise and update the Audit Committee Charter annually 1. Ensure a clear, fair, and reasonable compensation method to ensure its timeliness and suitability. and standard for directors and the President & CEO. 108

Nomination and Remuneration Committee 2. Consider the compensation for directors and propose it to the Board for endorsement and, in turn, tabling it for the The Nomination and Remuneration Committee, appointed approval of shareholders’ meetings. by the Board, comprises three independent directors out of

four members, with the Chairman being also an independent 3. Define goals and evaluate the performance of the President director. & CEO to set reasonable compensation.

4. Ensure that the Board, the sub-committees, and the 1. Mr. Chackchai Panichapat Chairman President & CEO receive due compensation given their 2. Mrs. Sunandha Tulayadhan Member duties, responsibilities, performance, and relevant risks. 3. Mr. Karun Kittisataporn Member The compensation is compatible with those of industry 4. Mr. Kanchit Bunajinda Member peers in order to persuade, retain, and motivate prospective

Board: the represent them of Four directors. five Board, comprises the by appointed Committee, Management Risk The Committee Management Risk

each shopping center as the risk manager. The secretary to to secretary The manager. risk the as of center manager shopping the each with areas, comprising related level, various from operating executives the at (committee) management force risk task a established also has management The 5. 4. 3. 2. 1. Committee Management Risk the of Responsibilities and Duties 2. 1. 3. 4. 5.

in the long term are also taken into consideration. consideration. into taken also are term long the in shareholders the to bring they value added The personnel.

Provide advice and endorsement of corporate risk risk corporate of endorsement management. and advice Provide taken. measures management proper ensure and organization the affect severely may that risks the Master management. risk overall of effectiveness and adequacy, efficiency, the evaluate and up follow and risks, Review all evaluate business. CPN’s affect may that factors risk of management; dimensions the risk defining corporate by of executives structure senior to support Provide system. management risk corporate a of framework Consider the policies, strategies, structures, and organization Mr. Kobchai Chirathivat Kobchai Mr. Mr. Paitoon Taveebhol Paitoon Mr. Mr. Prin Chirathivat Prin Mr. Mr. Kanchit Bunajinda Kanchit Mr. Mr. Naris Cheyklin Naris Mr.

Chairman Member Member Member Member

Corporate Governance Committee Governance Corporate work. regular their to strategies task management risk management comprehensive apply the risk can they that so the force to coordinate risks key must of communication Committee Management Risk the Company: the of parts various from come whom of all directors, six comprises Committee Governance Corporate The

5. 4. 3. 2. 1. Committee Governance Corporate the of Responsibilities and Duties 1. 3. 2. 4. 5. 6.

corporate governance activities with the management, organizations. external management, and the employees, with undertaking activities and governance corporate communication in CPN Represent improvement. for to areas criteria identify governance corporate using internally Assess force. task Governance Corporate the to support essential and advice providing as well as plans CSR and Meet every to quarter follow up CPN’s governance corporate social corporate (CSR). regarding responsibility plans and policies Define work and principles. governance requirements, corporate good under procedures policies, revise and Define Mr. Naris Cheyklin Naris Mr. Ms. Naparat Sriwanvit Naparat Ms. Tangpoonsinthana Nattakit Mr. Mrs. Suwadee Singngam Suwadee Mrs. Mr. Uthai Kongkittiwong Uthai Mr. Mr. Sathit Wikhantanakul Sathit Mr.

Member Chairman Member Member Member Member

109 MANAGEMENT STRUCTURE CPN Annual Report 2010

Moreover, the Corporate Governance Committee has established 2. Educate all executives of their roles in corporate governance a task force to promote and publicize corporate governance, and social responsibility. with representatives from each department responsible for 3. Follow up, review, and improve on performances against the following duties: plans, and submit a summary for the Corporate Governance 1. Determine an action plan for publicizing and promoting Committee every quarter. awareness of corporate governance and CSR among all executive and employees.

Summary of the appointment of directors on sub-committees

Director Board of Audit Nomination and Advisor to Directors Committee Remuneration Risk Management Committee Committee

1. Mr. Vanchai Chirathivat (1) C - - - 2. Mr. Suthichai Chirathivat (2) C - - - 3. Mr. Paitoon Taveebhol M C - C 4. Mr. Chackchai Panichapat M M C - 5. Mrs.Sunandha Tulayadhan M M M -

MANAGEMENT STRUCTURE 6. Mr. Karun Kittisataporn (3) M M M - 7. Mr. Kanchit Bunajinda M - M - 8. Mr. Suthikiati Chirathivat M - - -

(4)

110 9. Mr. Suthichart Chirathivat M - A - 10. Mr. Sudhisak Chirathivat M - A - 11. Mr. Sudhitham Chirathivat M - A - 12. Mr. Kobchai Chirathivat M - - VC 13. Mr. Prin Chirathivat M - A VC

Note: C – Chairman, VC - Vice Chairman M – Member, A - Advisory (1) Resigned as Chairman on April 28, 2010 (2) Appointed as Chairman on May 11, 2010 (3) Appointed to the Nomination and Remuneration Committee on September 20, 2010, and appointed to the Audit Committee on January 21, 2011 (4) Resigned from the Advisor to the Nomination and Remuneration Committee on November 12, 2010 of the votes from the remaining directors. directors. remaining the from votes the of three-quarter than less no the receive of must he/she appointment replacement, the For his/her term. for remaining only position predecessor’s such in serves Board replacement Each next the at months. two than shorter is term remaining directors the unless meeting lawful and replacement as qualified appoint candidates must Board the term than other completion, causes to due position vacant a of case In 3. 2. 1. methods: following the under them appoint and decide to meetings shareholders’ to submission further before consideration regulations for Board the to Company them tables in and predetermined candidates qualifications screens with which Committee, Nomination of Compensation and responsibility the is directors of Recruitment be may who Board. the to Board, the re-elected with longest the directors stayed of have exit who the with used be must one-third to closest number the three, of a multiple not is number total the If Shareholders (AGM). of Meeting General Annual every at Board the leave must directors the of one-third CPN’s regulations, Under DIRECTORS OF NOMINATION MANAGEMENT AND DIRECTORS OF NOMINATION

candidate receive equal votes. equal one receive than more candidate if vote deciding his/her casts of meeting the chairperson The meeting. given a at elected be to that to or required directors of number the to equal candidates successful of number the with directors, become will order descending in those and votes top the with candidates The to elect the proposed candidates one by one. by one candidates proposed the elect to rights voting his/her of all exercise must shareholder Each In voting for directors, each share carries one vote. one carries share each directors, for voting In

• following directors: new the the to provided documents Secretary Company the addition, In • • • • • • • directors: new the to follows, as business, Company’s present to and roles their of understanding a better develop to held was orientation An team. management CPN’s had including ones, CPN existing and 2009, new in among meeting a lastest arranged directors, appointed newly For name any consideration. for proposed has shareholder no through 2010, SET. in of However, (ELCID) information Disclosure the Information of Company Electronic informed are investors and www.cpn.co.th, website, corporate the on posted are process early the in part and method selection The take selection. for candidates of to proposal allowed been have Shareholders sub-committees; manual of listed companies’ directors; directors; laws and applicable of and information; for disclosure companies’ suggestions listed Directors of of manual Board the sub-committees; of articles CPN’s charters employees; association; and of executives, for directors, conduct of code policy; governance corporate values; and mission, vision, CPN’s of consisting manual, Director’s visit. site CPN’s efficiently duties their perform to information with basic adequate directors and new provide to projects, construction under recent projects performance, CPN’s of Summary transactions connected on policy CPN’s of Summary structure shareholding CPN’s of Summary nature business CPN’s of Summary sub-committees and chart, organization structure, group CPN’s of Summary strategies and vision, goals, CPN’s

NOMINATION OF DIRECTORS 111 AND MANAGEMENT CPN Annual Report 2010

• Company profile Nomination of executives: The President & CEO selects and appoints candidates with the qualifications, knowledge, skills, • Regulations on the CPN’s internal information control and experience suitable for each executive position. The • Regulations on the CPN’s securities portfolio recruitment will be done under Human Capital Management’s

• Policy on reporting of directors’ and executives’ vested regulations. interests and relevant forms for report preparation Human Capital Management’s implementation of succession • The latest annual report plans includes:

• Board meeting minutes dating back one year • Executive Coaching Program for senior management

• Performance reports of the Audit Committee dating back • Leadership Development Program for middle management one year. to groom them for higher levels

CPN encourages its directors to attend director training • Intensive Coaching Program for middle management programs to better understand their roles while enhancing • Supervisory Skill Development Program for junior executives. their knowledge for more efficient management. CPN is responsible for all training expenses, and the Company The above-mentioned succession plan can ensure an efficient Secretariat will inform all directors of the training news and nomination process. Additional details appear under Human schedules for their consideration, including courses offered by Capital Development on page 88.

NOMINATION OF DIRECTORS AND MANAGEMENT SET, SEC, and IOD (Thai Institute of Directors), among others. In case of significant upcoming changes, expert lecturers or consultants may be invited to deliver talks to ensure the effectiveness and efficiency of the directors’ performance. 112 Additional information on the directors’ training appears under “Management Biography” on page 204.

NOMINATION OF MANAGEMENT

Nomination of the President & CEO: The Executive Committee conducts a preliminary screening of candidates with the required qualifications, knowledge, skills, and experience and then tables them to the Nomination and Compensation Committee for consideration and endorsement before submitting the final list to the Board for its consideration. Remuneration Committee members, and of Advisory of Risk Risk of Advisory of and members, and Committee Nomination of Remuneration members, Committee Audit of Directors as capacity their in Directors of Board the to CPN by paid fees meeting and fees director of form in directors of Remuneration 5. 4. 3. 2.

1. Remuneration of Type CPN. of appropriate an at is directors of performance remuneration that and ensures This director each of responsibilities and roles the account into takes It Committee. Remuneration and Nomination The by determined been has which directors, of remuneration reasonable and fair for policy prescribes CPN DIRECTORS OF REMUNERATION MANAGEMENT AND DIRECTORS THE OF REMUNERATION

Meeting Fee for Advisory of Risk Management Committee (Baht/Meeting) (Baht/Meeting) Committee Management Risk of Advisory for Fee Meeting Meeting Fee for Nomination and Remuneration Committee (Baht/Meeting) Committee Remuneration and Nomination for Fee Meeting (Baht/Meeting) Committee Audit for Fee Meeting (Baht/Meeting) Directors of Board for Fee Meeting - Audit Committee Member Committee Audit - Committee Audit of Chairman - Director - Director Independent - Chairman - - Independent Director and Director Director and Director Independent - Member) Committee (Audit Director Independent - Committee) Audit of (Chairman Director Independent - Chairman - (Baht/Quarter) Retainer Quarterly

The details of the meeting attendance and remuneration in in follows; remuneration as were and 2010 attendance meeting the of MB. details 8.15 The of totaled was members Committee Management Meeting of Shareholders’ on April 28, 2010, was as follows: as was 2010, 28, April on General Shareholders’ of Annual Meeting the at resolution the by approved structure, remuneration in 2010 was not exceeding 10 MB of which payment business of that is with compatible CPN. The budget of Directors’ of type or related same at the directors with commensurate rate

Amount (Baht) Amount 110,000 120,000 20,000 20,000 60,000 70,000 45,000 25,000 35,000 50,000 85,000

REMUNERATION OF THE DIRECTORS 113 AND MANAGEMENT CPN Annual Report 2010

Meeting Attendance and Remuneration of the Directors in 2010

Meeting Attendance (Meeting) Director Remuneration (Baht)

Name of Directors Position Board of Audit Nomination Risk Quarterly Meeting Meeting Meeting Meeting Total Director Committee and Management Remuneration Allowances Allowances Allowances for Allowances (Baht) Remuneration Committee for Board for Audit Nomination for Risk Committee Advisory of Directors Committee and Management Remuneration Committee 7 Meetings 11 Meetings 2 Meetings 4 Meetings Committee Advisory

1. Mr. Vanchai Chirathivat 1 Chairman 2/2 - - - 100,000 80,000 - - - 180,000

2. Mr. Suthichai Chirathivat 2 Chairman 7/7 - - - 420,000 290,000 - - - 710,000

3. Mr. Paitoon Taveebhol Director 7/7 11/11 - 4/4 430,000 245,000 660,000 - 80,000 1,415,000 Audit Committee Chairman Risk Management Committee Advisory Chairman

4. Mr. Chackchai Panichapat Director 7/7 11/11 2/2 - 335,000 245,000 495,000 40,000 - 1,115,000 Audit Committee Member Nomination and Remuneration Committee Chairman

5. Mrs. Sunandha Tulayadhan Director 6/7 11/11 2/2 - 335,000 210,000 495,000 40,000 - 1,080,000 Audit Committee Member Nomination and Remuneration Committee Member

6. Mr. Karun Kittisataporn 3 Director 7/7 - 1/1 - 270,000 245,000 - 20,000 - 535,000 Nomination and Remuneration Committee Member

7. Mr. Kanchit Bunajinda Director 6/7 - 2/2 - 270,000 140,000 - 40,000 - 450,000

REMUNERATION OF THE DIRECTORS AND MANAGEMENT Nomination and Remuneration Committee Member

8. Mr. Suthikiati Chirathivat Director 5/7 - - - 270,000 120,000 - - - 390,000

9. Mr. Suthichart Chirathivat 4 Director 6/7 - 1/2 - 270,000 140,000 - 20,000 - 430,000 Nomination and Remuneration Committee Advisory 114 10. Mr. Sudhisak Chirathivat Director 7/7 - 2/2 - 270,000 165,000 - 40,000 - 475,000 Nomination and Remuneration Committee Advisory

11. Mr. Sudhitham Chirathivat Director 5/7 - 2/2 - 270,000 115,000 - 40,000 - 425,000 Nomination and Remuneration Committee Advisory

12. Mr. Kobchai Chirathivat Director 7/7 - - - 270,000 165,000 - - - 435,000

13. Mr. Prin Chirathivat Director 6/7 - 1/2 4/4 270,000 140,000 - 20,000 80,000 510,000 Nomination and Remuneration Committee Advisory Risk Management Committee Advisory Vice Chairman

Total 3,780,000 2,300,000 1,650,000 260,000 160,000 8,150,000

Remarks: 1 Resigned from Chairman of the Board of Directors on April 28, 2010 3 Appointed as a member of the Nomination and Remuneration Committee on September 20, 2010 2 Appointed as Chairman of the Board of Directors on May 11, 2010 4 Resigned from an advisory of the Nomination and Remuneration Committee on November 12, 2010 2 1 Remarks: 2010 in Directors the of Remuneration and Attendance Meeting

Total

10. 11. 12. 13. 7. 8. 3. 2. 9. 4. 1. 5. 6. Appointed asChairman oftheBoard of Directors onMay 11,2010 Resigned from Chairman oftheBoard ofDirectors on April28,2010

Name of Directors of Name Mr. Kanchit Bunajinda Kanchit Mr. Mr. Sudhisak Chirathivat Sudhisak Mr. Mr. Suthikiati Chirathivat Suthikiati Mr. Mr. Sudhitham Chirathivat Sudhitham Mr. Mr. Paitoon Taveebhol Paitoon Mr. Mr. Suthichai Chirathivat Suthichai Mr. Mr. Suthichart Chirathivat Suthichart Mr. Mr. Kobchai Chirathivat Kobchai Mr. Mr. Chackchai Panichapat Chackchai Mr. Mr. Vanchai Chirathivat Vanchai Mr. Mr. Prin Chirathivat Prin Mr. Mrs. Sunandha Tulayadhan Sunandha Mrs. Mr. Karun Kittisataporn Karun Mr.

1 3

2 4

Position Director Director Chairman Chairman

Nomination and Remuneration Committee Member Committee Remuneration and Nomination Director Director Nomination and Remuneration Committee Advisory Committee Remuneration and Nomination

Nomination and Remuneration Committee Member Committee Remuneration and Nomination Director Director Advisory Committee Remuneration and Nomination Director Director Nomination and Remuneration Committee Advisory Committee Remuneration and Nomination Risk Management Committee Advisory Chairman Advisory Committee Management Risk Chairman Committee Audit Director Director Nomination and Remuneration Committee Chairman Committee Remuneration and Nomination Member Committee Audit Director Chairman Vice Advisory Committee Management Risk Advisory Committee Remuneration and Nomination Nomination and Remuneration Committee Member Committee Remuneration and Nomination Member Committee Audit

4 3 Resigned from anadvisoryoftheNomination andRemunerationCommitteeonNovember 12,2010 Appointed asamemberoftheNominationand RemunerationCommitteeonSeptember20,2010 7 Meetings 7 Board of Board Director 7/7 6/7 6/7 7/7 7/7 2/2 5/7 5/7 7/7 7/7 7/7 6/7 6/7

11 Meetings 11 Meeting Attendance (Meeting) Attendance Meeting Committee 11/11 11/11 11/11 Audit

------

Remuneration Nomination 2 Meetings 2 Committee and 1/1 1/2 2/2 2/2 2/2 2/2 1/2 2/2

- - - - -

Management 4 Meetings 4 Committee Advisory Risk 4/4 4/4 ------

-

Remuneration 3,780,000 Quarterly 270,000 270,000 270,000 270,000 420,000 100,000 270,000 270,000 430,000 270,000 335,000 270,000 335,000

2,300,000 of Directors of Allowances 245,000 140,000 140,000 165,000 290,000 120,000 115,000 245,000 165,000 245,000 140,000 210,000 for Board for Meeting 80,000

Director Remuneration (Baht) Remuneration Director

1,650,000 Allowances Committee for Audit for 660,000 495,000 495,000 Meeting

------

Allowances for Allowances Remuneration Remuneration Nomination Committee 260,000 Meeting 20,000 20,000 40,000 40,000 40,000 40,000 20,000 40,000 and

- - - - -

Management Allowances Allowances Committee 160,000 Advisory Meeting 80,000 80,000 for Risk Risk for ------

1,415,000 1,115,000 1,080,000 8,150,000 535,000 430,000 450,000 475,000 710,000 180,000 390,000 425,000 435,000 510,000 (Baht) Total amounted to Baht 3,059,226 Baht to amounted in 2010 managements executive to seven paid Fund Provident the contributed CPN • 68,760,605 Baht to amounted 2010 in managements salaries and bonuses paid to nine executive of form in remuneration contributed CPN • follow: as are management of executive with CPN. The remunerations compatible is that business of type same other with commensurate is it Moreover, with performance of CPN and each person. rate appropriate an considered is which management, executive of remuneration CPN prescribes policy for fair and reasonable MANAGEMENT OF REMUNERATION

Provident Fund Provident Bonuses and Salaries

REMUNERATION OF THE DIRECTORS 115 AND MANAGEMENT CPN Annual Report 2010

CONNECTED TRANSACTIONS

CPN’s core business is provision of retail space rental, other shopping complexes, revenue from land rental, and management relevant businesses, and promotion of the Company’s business fees, as well as revenue from other sources, including insurance operation. The long history of success during its business premiums, property taxes, sales promotion expenses, warrant operation is partly due to the fact that CPN is one of business fees, commissions, and other fees for various services collected lines within Central Group, the leader in retail business for over from connected parties. Total amount of revenue from connected six decades. Central Group encompasses various businesses, parties in 2010 was 1,885 MB. ranging from department stores, hotels, restaurants, to retail shops of hundreds of brands and products, which are anchor Justification and Rationale for Connected Transactions and retail tenants within CPN’s shopping complexes. It can be CPN’s core business is the provision of space for rent and said that the alliance businesses within Central Group support services in shopping complexes, office buildings, residential CPN to increase its rental rate and build confidence among condominiums, food centers, water parks, and recreational other prospects to become new tenants. These help guarantee parks located on the premises of shopping complex projects. the success of CPN’s projects and therefore, the high profits The company is also the provider of utility services in shopping are yielded to CPN shareholders from such mutual relationship complexes. Various businesses in the Central Group are explained above. In fact, CPN and Central Group are two related inter-related and complementary of one another-department business alliances, and such alliance businesses create stores, supermarkets, retail shops, and various leading synergies that benefit CPN. The Board of Directors and branded restaurants. Most of the revenue is earned from Audit Committee ensure that the transaction is in compliance doing business under normal business conditions and under with the relevant law, regulations, and rules. A clear policy of general commercial conditions made with the Central Group,

CONNECTED TRANSACTIONS connected business is set, price and condition are deliberated with high growth potential and secure financial status. In addition, in accordance with normal business practice, the related businesses under popular brands, including department stores, transaction is occasionally summarized for the Audit Committee, supermarkets, retail shops and restaurants, can draw more the approval is sought under the regulations of Securities and customers to CPN’s shopping complexes. This, as a 116 Exchange Commission (“SEC”) and the information is disclosed consequence, produces higher returns to CPN and its to Stock Exchange of Thailand (“SET”). shareholders. The Company’s policy on the rates of rental

CPN and its subsidiaries conducted transactions with and services collected from connected parties are as follows:

connected parties with potential conflicts of interest, as • Rates of rental, service fees, and utility fees from space disclosed financial statements of 2010. Most of the connected rental in shopping complexes collected from businesses are transactions were engaged with Central Holding Co., Ltd., and based on market prices. Compared with other space for the Chirathivat Group as described below: rent in the vicinity, or in the same class, CPN’s rental rates and service fees are comparable. Rental rates are subject CONNECTED TRANSACTIONS WITH RELATED PARTIES to locations, area sizes, forms, periods, and categories,

1. Revenue from connected parties and are in line with normal business practice following the comprises revenue from space rental and utility service fee in condition of general trading.

1.2 Parties Connected from Derived Revenue of Details • • (“CRC”) Ltd. Co., Corporation Retail Central 1.1 will divide the land into various sizes as needed by other other by needed as sizes various into land the divide and will landlord the from land of buyer piece the whole as the of act tenant will or Group the in companies the of one case, this In project. the of size the and advantage the marketing account into a taking have land, of piece Group same the on Central project the in companies other and CPN lease land from Revenue trading. general of usual condition the the following and practice business category, rental space cost, actual the on based customers, general and parties connected both from shopping in tenants collection from revenue standardize to is CPN’s policy fees complexes. service other and fees, warrant expenses, taxes, sales property promotion premiums, Other types of revenue

(Majority share held by the Chirathivat Group) Chirathivat the by held share (Majority Central Marketing Group Co., Ltd. (“CMG”) Ltd. Co., Group Marketing Central (Majority share held by the Chirathivat Group) Chirathivat the by held share (Majority Party Connected

come come from the of collection insurance occurs at some properties where where properties some at occurs

Transaction Transaction value value 1,143

18

(MB) •

space rental are verified by the auditor. the by verified are rental space large from income concerning transactions and regulations SET under evaluated were assets Company’s The SET. on Company the of this listing the in before conducted were transactions category Most expenses. operating as well as interests actual plus construction derived and land of is costs the from Rental design. project of stage the at agreed is complexes shopping in rental space large from Revenue auditor. the by verified are leases land from revenue concerning transactions SET and SEC, regulations related under other and evaluated were assets Company’s the Furthermore, appraiser. independent the by price evaluated which market or interests actual plus cost the is rental The sub-lease. or lease companies those have and companies,

• •

following the condition of general trading. general of condition the following business normal of course the in this occur in category transactions The Group. CMG the under businesses retail various to complexes shopping in fees, and other revenues from leasing sales areas areas sales leasing from revenues other and fees, CPN earns revenue from rental, service fees, utility utility fees, service rental, from revenue earns CPN following the condition of general trading. general of condition the following business normal of course the in this in occur category transactions The Group. CRC the under businesses retail various to complexes shopping fees, and other revenue from leasing retail areas in in areas retail leasing from revenue other and fees, CPN earns revenue from rental, service fees, utility utility fees, service rental, from revenue earns CPN Detail

117 CONNECTED TRANSACTIONS CPN Annual Report 2010

Transaction Connected Party value (MB) Detail

1.3 The Central Plaza Hotel Plc Group 86 • CPN earns revenue from rental, service fees, utility of Companies (“CHR”) fees, and other revenues from leasing sales areas in (Majority share held by the Chirathivat Group) shopping complexes and office building to laundry businesses under the CHR Group included the revenue rental area of Bangkok Convention Center which located in the CentralPlaza Lardprao. The transactions in this category occur in the course of normal business following the condition of general trading.

• The Thai Business Fund 4 has made a sub-lease contract with Central World Hotel Co., Ltd. for land and part of the building in the premises of Central World Project with land area 2.53 rai. Under the contract, which is valid for 29 years until 2032, CHR agreed to use the mentioned land and building for the development of a hotel, a parking lot, and a

CONNECTED TRANSACTIONS convention hall. The rental is calculated by the cost plus actual interests and paid to CPN into two parts, one of which is the rental that was paid in the year when the agreement was signed and the other 118 is the annual rental.

1.4 Central Restaurant Group Co., Ltd., (“CRG”) 116 • CPN earns revenue from rental, service fees, utility (Majority share held by the Chirathivat Group) fees, and other revenues from the lease of space in shopping complexes to businesses in CRG. The transactions in this category occur in the course of normal business following the condition of general trading.

• Transactions Connected for Rationale and Justification parties. connected to MB 512 fees. In land and rental, 2010, CPN management paid altogether complexes, shopping in rental space for expenses comprise 2. Expenses paid to connected parties connected to paid Expenses 2. 2. 1. Remarks: 4. 3. 1.5

etl f ad rm once businesses connected from land of Rental CMG consists of import, manufacturing, distribution, and sale of consumer goods bearing both international and house brands. These retailers are: retailers These brands. house and international both etc. bearing goods (franchise) Muji consumer of venture), sale and (joint 2.1 Watson distribution, (franchise), manufacturing, Spencer & import, Marks of consists (franchise), CMG Depot Office Homework, SuperSports, B2S, PowerBuy, Store, Tops Store, Zen Department Department Store, Robinson Supermarket, Department Central which comprises of CRC retail businesses, consists various Creamery, RYU Shabu Shabu, etc. Shabu, Shabu ColdStone RYU Chabuton, Papa’s, Beard Creamery, Lunch, Pepper Anne’s, Auntie KFC, Donut, Mister as such brands various in Restaurants Service Quick operates CRG Group. Centara in resorts and hotels operates CHR 2.4 2.3 2.2

management or controlling persons controlling or management directors, shareholders, major as serve are Other businesses which related parties of CPN of parties related which businesses Other Connected Party Connected

Apparels : such as 5cm, Benetton, Dorothy Perkins, Energie, Evoluzine, Hush Puppies, FCUK, G2000, izzue, Jockey, Lee, Miss Selfridge, Wrangler, Wrangler, Selfridge, Miss Lee, Jockey, izzue, G2000, FCUK, Puppies, Hush Evoluzine, Energie, Perkins, Dorothy Benetton, 5cm, as such : Apparels Miscellaneous : such as Samsonite, Pentax, Prince, Casio, Kawai, etc. Kawai, Casio, Prince, Pentax, Samsonite, as such : etc. Miscellaneous Nautica, Ecko, Marc Casio, Guess, etc. as PAYOT,H2O+, such : Mercier, Laura Watches Arden, Elizabeth CLARINS, as such : Cosmetic etc. Sasch, Topman, Topshop

occurs in in occurs

Transaction Transaction value value

522 •

(MB)

or sub-leasing. The rental will be the cost plus actual interests interests actual plus be the cost will The rental or sub-leasing. leasing for required as sizes different into land the divide will and landlord the from land the of tenant or buyer will the as act company one case, this In project. the of size suitable the and advantage marketing the account into taking land, of piece same the on plan Central development joint the a have in Group companies other and CPN where projects

•

interests which paid to CPN every year. year. every CPN to paid which interests actual plus cost the by calculated is rental The parking lot. to land mentioned the developed lessee the 2026, June 16 on ended years 30 for valid is which contract, the Under rai. 21-0-33 of area land with Ltd., Co., Fairy C Big with contract a sub-lease made has Ltd. Co., Khonkaen Pattana Central trading. general of condition the following practice business normal of course the in occur category Restaurant, in this transactions The etc. Ragazze, Sakura Coopers, Lee Spa, Care Health Privilege Thai Shop, Body Plaza, Bar-B-Q AKA, Restaurant, Japanese Zen Restaurant, Japanese Fuji position, as such director a hold or share directors CPN fees, and other revenue from the lease of space in in space of lease the from revenue other and fees, shopping complexes to other companies in which which in companies other to complexes shopping utility fees, service rental, from revenue earns CPN Detail

119 CONNECTED TRANSACTIONS CPN Annual Report 2010

or market price which evaluated by the independent the price in the past year, it depend on the conditions and appraiser. The Company’s assets were evaluated under insurance market situation. SEC, SET and other related regulations. In addition, the Expenses paid to connected parties transaction concerning rental payments are verified by

auditor. 2.1 CPN rents land from Central Department Store Co., Ltd.,

• Large space rental in shopping complexes occurs in the company in CRC which Chirathivat Group is major projects where CPN has a joint investment with a department shareholder, to launch shopping complexes in CentralPlaza store in the Central Group. The building will be divided into Ramindra and CentralPlaza Pinklao projects.

two parts, the shopping complex and the department store. 2.2 CPN sub-rents land from Central Pattaya Co., Ltd., the In some cases, CPN will rent large space in a department subsidiary of Big C Super Center Plc. which Chirathivat store and develop it into a sales area, considering mainly the Group is major shareholder, to launch a shopping complex revenue from rental and service fees compared with the cost in Central Center Pattaya Project (ownership of the land of space rental that CPN has to repay the department store. is held by an individual). An agreement on the cost of large space rental is reached 2.3 CPN rents parts of the buildings belonging to Central at the stage of project design under the same criteria as Department Store Co., Ltd., which Chirathivat Group is those used for large space rental to connected businesses. major shareholder, in CentralPlaza Lardprao, CentralPlaza Most such transactions occurred before the listing of the Pinklao, and CentralPlaza Ratchada-Rama III projects for Company on SET. The Company’s assets were evaluated development into retail areas in addition to the parts where under SEC, SET and other related regulations. In addition, CONNECTED TRANSACTIONS CPN holds land ownership or land rental rights. the transaction concerning rental payments of large space

rental are verified by auditor. 2.4 CPN sub-rents some part of land and building in Central

• Hiring a connected business as management consultant Plaza Lardprao from Central International Development 120 CPN’s consideration to hire a management consultant is Co., Ltd. (“CID”), which Chirathivat Group is major shareholder mainly based on its experience in the retail business and the (ownership of the land is held by the State Railway of understanding of the nature and strategies of the business. Thailand. Under the sub-lease contract which is valid for The management fees paid to management consultant, who 20 years ended on 18 December 2028. Total sub-lease is also the Company’s connected business, are the actual payment that CPN will pay to CID according to the contract expenses the service provider incurs in its services. is 16,178.32 MB. This transaction was approved by the shareholders with no conflict of interest in the EGM • The application for insurance with a connected business No.1/2009 on 25 March 25, 2009. is considered the market price and conditions or the best coverage offered from insurance agents by compare the 2.5 CPN hired Central Department Store Co., Ltd. (“HCDS”) price in the past 2 years. In case of only one insurance agent which Chirathivat Group is major shareholder, to manage make a quotation, the Company shall consider by compare the business, provide management consultation, set up Policies on loans between CPN and connected parties connected and CPN between loans on Policies parties connected and CPN between Loans 3. 2.8 2.7 2.6

detrimental incidents with CG Broker Co., Ltd., which which shareholder. Ltd., major is Co., Group Broker Chirathivat CG with incidents detrimental and other and complexes disasters, accidents, any against shopping buildings office for insurance out took CPN to the transaction with the other persons. other the with transaction the to comparable that trading general of condition the following and business normal support to according occur category in this The transactions persons. or controlling management directors, shareholders, major as serve are CPN of related parties which businesses other and beverage, and food as CRG such purchasing and beverage, food included hotel the in service and room rental as such CHR supplies, office purchasing as such CRC Group; from Central in businesses the services and merchandises some purchased CPN transaction with the other persons. other the the with to transaction comparable and price market the to fee according is major management is The hotel. Group the manage to Chirathivat shareholder, which the Plc. CHR, of Hotel Plaza subsidiary Central hired 2009, since Plaza”) the Udonthani CentralPlaza Project (formerly named with “Charoensri accompany acquired CPN which “Charoensri Hotel”) named Grand (formerly Hotel Udonthani Centara on February 25, 2010. 25, February on Thailand of Exchange Stock the to disclosed were details transaction The reasonable. are HCDS from agreement the of conditions and terms offered the addition, In business. retail in understanding and knowledge HCDS’s experience, to due operation business CPN’s to beneficial is HCDS by provided service the that agreed have running Committee Audit the for and interests of conflict no with directors The recommendations businesses. provide and policies,

• • • loans on parties: policies connected and CPN following between the with comply must loans All evidence and with commercial banks’ MLR applied. MLR banks’ as commercial notes with and promissory evidence with Directors of Board the need from is ed approval company, associated loan an a to if extended is regulations, CPN’s instance to such According no years, happened. five has past the for fact, In it. from borrow parties connected or shares, 50% than less holding CPN with companies, associated let to policy no has CPN parties) connected or CPN by held shares 50% than less with (those companies associated and CPN MLR. banks’ commercial on based are rates applying the rates, interest regards As evidence. as promissory prepared are case, notes this In respectively. the and Directors, CEO, of & Board President the Accounting, & Finance for CPN. in President Vice Executive Senior the from needed is shareholding Approval their to proportion in from borrow shareholders may they however, cases, urgent In fund. of to own their secure partners sources CPN joint-venture allows CPN) by held shares 99.99% to 50 with (those partners joint-venture and CPN & President respectively. the CEO, and Accounting, & Finance for President Vice Executive Senior the Finance, for President Vice the of consist approvers transaction Connected Company. the by issued securities debt unsecured of rate interest average the with evidence as prepared are notes promissory and CPN with up set are accounts current case, this In money. such needs CPN and surplus capital working have subsidiaries the if versa vice from and CPN to borrow subsidiaries allows CPN CPN) by held shares 99.99% with (those subsidiaries and CPN -

121 CONNECTED TRANSACTIONS CPN Annual Report 2010

Loans between CPN and connected parties

Description as of December 31, 2010 Amount (MB) Financial Statements of

3.1 Loans 1 1) Loans obtained from subsidiaries 3,539 CPN 2) Loans obtained from related parties 4 Consolidated 3.2 Loans 2 1) Loans granted to subsidiaries 12,559 CPN 2) Loans granted to related parties - Consolidated

Remark: 1 These items without collaterals are payable on demand and carry interest at the average interest rate of unsecured debt securities issued by the Company. 2 These items without collaterals are payable on demand and carry interest at the average interest rate of unsecured debt securities issued by the Company. (except a loan to Central Pattana Khon Kaen Co., Ltd., a subsidiary, which is secured by plots of land owned by the subsidiary)

4. Guarantees for loans for connected parties assets for such loan guarantees. However, CPN does provide guarantees as its parent company, and collects commissions Justification and Rationale for Connected Transactions from subsidiaries for such guarantees.

CPN’s policy is to provide loan guarantees for its subsidiaries CPN had three categories of guarantee obligations to connected

CONNECTED TRANSACTIONS in proportion to its shareholding but has no policy of placing parties:

Description as of December 31, 2010 Amount (MB) 122

4.1 Guarantees for subsidiaries’ outstanding loans - Thai Business Fund 5 710 - CPN Pattaya Beach Co., Ltd. 1,000 - Central Pattana Khoankan Co., Ltd. 1,250 - Central Pattana Chonburi Co., Ltd. 500 Total 3,460 4.2 Guarantees for bank overdraft for subsidiaries 24 1 4.3 Loan ceiling guarantees for subsidiaries’ public utilities guarantees given to Thai commercial banks 167

Remark: 1 As at year-end 2010, it was no bank overdraft outstanding. to ensure the Company’s compliance with laws and related related and regulations. laws with compliance Company’s the Audit ensure to External and Audit Internal of Office the by scrutinized is Company the and regulations. parties SET connected between with Transactions compliance in there done If was year. it past any, the was in occurred interest of conflicts with transactions no that ensure to end year’s at names their must sign management the and Committee The compliance. for parties “Connected relevant all its to communicated and Policy” announced Transaction has CPN acknowledgment. and Committee’s Audit the for transactions collecting connected summarizing occasionally as well as regulations SET with with compliance of charge size, taking and Secretary Company of Office category the its by deliberated are Other transactions procedure. approval Company’s the with in accordance transaction the deliberate to forces task operational the of jurisdiction the under are Committee the by set trading general of condition the under operation with practice supporting business normal and practice business normal that instituted Company has The regulations. and rules, laws, relevant the with compliance and transparency ensure to also conducted lawfully must be parties connected with transactions All outsiders. with transactions in engaging like shareholders, and Company the of interests best the account into taking practice, normal business the under judgment transaction the reasonable in make to have involved would and of charge in person Each responsibility. and duty each in persons authorized by given are Approvals transactions. normal as way same the in regulations, go by an through as process, the approval stipulated Company’s must individuals or businesses connected with transactions All TRANSACTIONS CONNECTED OF PROCEDURE APPROVAL

operation and the operational guidance for related parties as as follows: parties related for guidance operational the and business operation transparent for subsidiaries’ parties its connected and with Company’s transaction the in trading normal of condition the approved clearly has CPN’s Board shareholders. and Company general of the benefit the of account into taking and trading condition as the following principle namely same year, the previous to the committed remains transactions connected future for trend or CPN’s policy The present. to past promote from helps leadership market its to that contributed and point operation successful strong the is it Central the Group, in companies other with complexes shopping of take to continue place in for future. Especially will the one related to joint development is transactions it connected practice, that business expected normal of course those the in represent conducted parties connected with transactions Since TRANSACTIONS CONNECTED FUTURE FOR TREND OR POLICY joint shopping complex development with other companies Group. companies Central the other in with development complex of shopping joint characteristics the are and Below Company’s value. as added well as shareholders’ operation business stronger in resulting brand, credibility, project’s the enhance can strong companies these and industry the in experience long their With and hotels. business, retail store, with CPN, such as department businesses related operate strength. Group Central the Company’s in the Companies enhancing components have necessary is to it complex, shopping integrated an develop To 1995*** in SET on since enlisted was practiced Company been the has that principle disclosure a is It *** Group Central the of 1. Joint Shopping Complex Development with Companies

123 CONNECTED TRANSACTIONS CPN Annual Report 2010

1.1 Land Purchase/Sale or Leasing/ For Rent 2) Common areas: In proportion to the gross area

Principles: CPN and other companies in the Central Group Price and condition setting: Actual cost – with the independent make a purchase or leasing from outsiders for joint shop- engineering consultant fairly calculating the construction ping complex development. The process is to have a cost and system according to the proportion of actual company buy or rent a whole plot of land from the landlord. area use. Once the project design is completed, that company sells or sub-leases the land to other companies in proportion 1.4 Large Space Rental or Space for Rent in to each company’s need to develop its own project. (Each Shopping Complexes

takes responsibility for its own plot of land.) Principles: CPN may rent or rent out large areas of

Price and condition setting: Cost plus cost of fund department stores or Bus, and the lease will be agreed at the stage of project design. 1.2 Construction of Shopping Complexes and Department Stores or BUs Price and condition setting: Cost of land and construction plus cost of fund and operating expense Principles: Each holds the ownership of land on which its building is situated. Each is therefore responsible for its 2. Space rental, service fee and utility fee own construction cost. Principle: In charging short-term or long-term rental, service Price and condition setting: actual cost with the independent fees or utility fees from various retail businesses under the engineering consultant fairly calculating the construction Central Group or connected parties that rent the retail space

CONNECTED TRANSACTIONS cost and system according to the proportion of actual for other purposes, the price will be set by comparison with the area use. one for profitable clients. Rental rates are subject to locations, 1.3 Construction of common areas, comprising car parks area sizes, forms, rental patterns, periods, and categories. The

124 and landscape benefits earned are not only rentals, service fees, and utility

Principles: fees, but also the potential in business operation, experience and success in joint business from past to present. • CPN holds the ownership of the car park and the outer

section of shopping complexes. It also takes responsibility Price and condition setting: Set a price by comparing with the for the costs of all common areas, considered part of the one for profitable clients. service provided to tenants. “Profitable customers” means clients with high potential, who • Department stores or BUs jointly take responsibility for rent large retail space or in many projects and provide direct construction according to operational guidance as follows: or indirect support for the Company’s successful operation. 1) Car parks: At no less than half of the construction costs provided by department stores for customers as required The Central Group conducts connected businesses with by law various companies and with potential connected transactions. Price and condition setting: Actual cost Actual setting: condition and Price patterns. rental space and depends categories lease on customers, general for standard same the in The rate, cost. operating these actual the from charges calculating by company the expenses practice, business expenses. normal operating In incurs management Asset Principles: fee service tenants. by and collected fees, recognizance expenses, promotional taxes, property premiums, insurance are Expenses” “Operating market situation during that period. that during situation market and conditions of insurance the on those depending year, with previous the prices comparing by approval the deliberates Company the offer, comparable no is there case In backward. years two least at for compared be can conditions price The Company. the beneficial most the and amount reasonable most the with broker insurance the by offered price the price from compared or price Market setting: condition and Price deliberation. the attend can members these management of selection the or connected committee no connected process, In the brokers. considers committee insurance The each to broker. offer price the for information necessary and relevant provide equally and Comprehensively Principles: Insurance Health Insurance/Group 4. Expenses Operating for Fee 3. account. into interests best its takes still CPN condition and deliberation, price For transactions. connected continually of source the remains CPN result, a As operation. successful CPN’s to support great provided has it and alliance business potential been has Group Central the establishment, its Since

the most beneficial conditions for the Company. Company. the for conditions beneficial most the and amount reasonable most the with offering price price the from compared or price Market setting: condition and Price deliberation. the attend can management connected or committee connected no process, the In policy. procurement will CPN stated to the according fairness contractor, and transparency with or proceed seller the selecting In regulations process. and procurement Company’s the Follow Principles: well. as project construction given managing while a of equipment install and hiring buildings or construct to purchase contractor package the includes This transportation. and service, inclusive provision, including service or completion, to stage assemble beginning the manage, from construct organize, produce, to organizer or contractor manufacturer, a seller, hire to means “Employment” purchase. hire or rental including products, or equipment materials, of purchase the means “Procurement” Employment - Procurement 5.

125 CONNECTED TRANSACTIONS CPN Annual Report 2010

RESPONSIBILITY OF THE BOARD OF DIRECTORS TO FINANCIAL STATEMENTS

The Board of Directors of Central Pattana Public Company the audit committee report. The Board of Directors is of an Limited (“the Company”) is responsible for the consolidated opinion that internal control systems of the Company are in financial statement of the Company and its subsidiaries as the satisfactory and sufficient level to reasonably build the well as financial information in the annual report. The financial confidence in the reliability of the consolidated financial statement is prepared in accordance with generally accepted statement of the Company and its subsidiaries as at December accounting standards which are appropriately applied on a 31, 2010. consistent basis. Conservation judgment and best estimate are adopted in this preparation. In addition, all important information is adequately disclosed in notes to financial statement.

The Board of Directors has set up and maintained an effective internal control to reasonably ensure that all accounting records are accurate, complete and sufficient to secure its assets. Moreover, all possible weakness could be found to prevent fraud or material unusual transactions.

The Board of Directors has appointed the audit committee which comprises independent directors, to control quality of financial report and internal control system. The opinion of the

RESPONSIBILITY OF THE BOARD OF DIRECTORS TO FINANCIAL STATEMENTS audit committee on this matter has already been presented in 126

Mr. Suthichai Chirathivat Mr. Kobchai Chirathivat Chairman President & CEO February 28, 2011 28, February Bangkok Ltd. Audit Phoomchai KPMG a provide opinion. my audits for basis my reasonable that believe I financial presentation. overall the statement evaluating as well as made estimates management, by significant and the used assessing principles includes accounting the also in audit An disclosures statements. and financial amounts the supporting basis, test evidence a on examining, includes material audit of An assurance free are misstatement. statements reasonable financial the obtain whether plan to I about audit that the require perform standards and Those standards. auditing accepted generally with accordance in audits my conducted I audits. my on based statements financial and these on opinion an express to is correctness responsibility My statements. financial the these in for presented information the of Company’s completeness responsible The is respectively. management Limited, Company Public Public Pattana Pattana Central of and Central subsidiaries, its and of Limited Company ended then years cash the and for equity in flows changes income, of statements the related and 2009, and 2010 December 31 at as sheets balance separate and consolidated accompanying the audited have I Limited Company Public Pattana Central of Shareholders the To ACCOUNTANT PUBLIC CERTIFIED OF REPORT AUDIT

accepted accounting principles. accounting accepted generally with accordance Public in respectively, Pattana Limited, Central Company of and Company subsidiaries, Public its and Pattana Limited Central of ended for then flows years cash and the operations 2010 of results December the 31 and at 2009 as and positions material all financial in the financial fairly, respects, present separate above to and referred consolidated statements the opinion, my In Certified Public Accountant Accountant Public Certified Registration No. 3183 No. Registration Vichien Thamtrakul Vichien

AUDIT REPORT OF 127 CERTIFIED PUBLIC ACCOUNTANT

CENTRAL PATTANA PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES

Annual Financial Statements and Notes to Financial Statements

/

For the years ended 31 December 2010 and 2009 130 FINANCIAL STATEMENTS Annual Report 2010 Annual Report CPN Total current assets Other current assets Short-term loanstorelated parties Trade accountsreceivable Currrent investments Currentassets The accompanying notesare anintegral partofthesefinancialstatements. Total assets Total non-current assets Other non-current assets Deferred taxassets Intangible assets Leasehold rights Property andequipment Long-term loanstorelated parties Other long-terminvestments Long-term investments-related parties Investment inassociate Investments insubsidiariesandfunds Non-currentassets Cash andcashequivalents ASSETS As at31December2010and2009 Central PattanaPublicCompanyLimitedanditsSubsidiaries BALANCE SHEETS

9

Note 4, 8 4, 7 15 14 10 13 11 16 12 6 5 6 4 4

50,067,638,869 53,832,563,007 42,167,411,741 3,764,924,138 1,064,144,483 2,684,149,680 1,479,162,764 3,690,594,634 Consolidated financialstatements 771,564,294 860,706,639 165,572,096 653,490,441 294,766,235 1,000,000 2010

- - - -

46,958,276,592 50,895,449,920 38,433,524,610 1,734,554,683 3,937,173,328 2,617,779,664 4,443,006,018 806,457,963 931,661,030 174,905,750 915,225,909 480,934,773 355,504,326 1,895,194 2009

- - - -

43,730,120,306 47,935,696,437 10,862,619,172 19,676,870,795 4,205,576,131 4,446,170,726 1,295,895,798 1,685,804,210 6,893,684,774 1,696,518,717 Separate financialstatements 245,877,888 753,182,692 214,101,036 163,970,629 1,000,000 2010

- - - -

- 17,681,189,418 40,813,177,468 45,936,268,820 5,123,091,352 4,446,170,726 1,490,582,024 2,053,975,562 9,936,342,482 6,491,918,760 1,950,359,547 887,550,699 601,270,587 193,328,495 202,580,520 2009 1,000,000 (in Baht) -

Total liabilities Total non-current liabilities Guarantees forleaseholdrights Deposits received from customers rentalUnearned andserviceincome Deferred taxliabilities Accounts payableforleaseholdright Other long-termloanspayable Long-term loansfrom related parties Non-currentliabilities Total current liabilities Other current liabilities Contractor payables Income taxpayable Provision forguaranteepayment Current rental portionofunearned Other short-termloanspayable Current portionofaccountspayable Current portionoflong-termloans Short-term loansfrom related parties Trade accountspayable -related parties LIABILITIES ANDEQUITY Current liabilities As at31December2010and2009 Central PattanaPublicCompanyLimitedanditsSubsidiaries BALANCE SHEETS The accompanying notesare anintegral partofthesefinancialstatements.

and serviceincome for leaseholdright

4, 18,33 4, 17 4, 17 Note 17 15 17 17 19 4 4 4

14,994,681,400 10,153,294,206 24,694,309,421 34,847,603,627 3,340,313,554 1,677,091,157 4,235,482,126 2,989,927,200 1,100,000,000 2,656,778,353 2,319,078,941 Consolidated financialstatements 438,584,496 352,419,087 311,656,114 413,758,958 8,156,688 3,686,885 5,988,668 2010

- - 14,859,598,600 24,998,000,704 31,887,347,740 2,994,670,366 1,812,014,337 1,809,847,200 2,669,526,501 1,483,141,249 4,437,825,194 6,889,347,036 188,499,951 390,338,640 852,343,454 306,534,138 23,119,446 30,965,000 18,429,307 3,557,977 6,936,380 2009

-

11,749,950,000 18,202,423,047 23,183,549,802 1,169,881,011 2,050,050,000 1,100,000,000 3,409,457,729 4,981,126,755 Separate financialstatements 569,967,908 129,326,162 130,030,769 120,268,750 413,758,958 946,321,717 438,584,496 864,581,903 32,179,130 59,191,269 2010

- - 12,074,990,000 18,875,594,680 22,672,945,529 1,625,010,000 1,067,672,477 3,797,350,849 3,264,011,195 701,341,005 112,173,146 975,888,006 124,045,014 852,343,454 915,236,549 528,554,400 390,338,640 10,376,643 30,965,000 2009 (in Baht) - - -

131 FINANCIAL STATEMENTS 132 FINANCIAL STATEMENTS Annual Report 2010 Annual Report CPN

The accompanying notesare anintegral partofthesefinancialstatements. Total liabilitiesandequity Total equity Minority interests Total equityattributable toequity earnings Retained Unrealisedsurpluses Additional paid-incapitalPremium Share capital LIABILITIES ANDEQUITY As at31December2010and2009 Central PattanaPublicCompanyLimitedanditsSubsidiaries BALANCE SHEETS Equity

Fair valuechangesoninvestments Reserve onbusinesscombination Issued andpaid-upshare capital Authorised share capital Unappropriated Appropriated forlegalreserve Currency translation differences holders oftheCompany on ordinary shares control involving entitiesundercommon

9, 21 Note 21 21 20 21 21

14,188,792,782 18,541,936,951 18,984,959,380 53,832,563,007 2,178,816,000 2,178,816,000 2,007,565,850 Consolidated financialstatements 443,022,429 217,881,600 (54,371,775) 3,250,858 2010 1,636

14,321,958,195 18,673,397,116 19,008,102,180 50,895,449,920 2,178,816,000 2,178,816,000 2,007,565,850 334,705,064 217,881,600 (54,371,775) 1,547,246 2009

- -

20,345,968,541 24,752,146,635 24,752,146,635 47,935,696,437 2,178,816,000 2,178,816,000 2,007,565,850 Separate financialstatements 217,881,600 1,914,644 2010

- - - - 18,857,765,197 23,263,323,291 23,263,323,291 45,936,268,820 2,178,816,000 2,178,816,000 2,007,565,850 217,881,600 2009 1,294,644 (in Baht) - -

- -

Profit fortheyear Income taxexpense Profit before taxexpenses Finance costs Profit before financecostsandincome Total income Other income Gain onleaseunderfinance Investment income Revenue from hoteloperation Revenue from foodandbeverage Revenue from rent andservices Profit (loss)attributableto: Share ofprofit ofassociate Total expenses Losses from write-off ofassets Management benefitexpenses Administrative expenses Cost ofhoteloperation Cost offoodandbeverage Cost ofrent andservices Expenses Basic earnings pershareBasic earnings Profit fortheyear Income For theyearsended31December2010and2009 Central PattanaPublicCompanyLimitedanditsSubsidiaries STATEMENTS OFINCOME The accompanying notesare anintegral partofthesefinancialstatements. Equity holdersoftheCompany Minority interest tax expense

4, 33 4, 26 4, 28 4, 24 4, 23 Note 30 29 10 32 4 4 4 4 4

11,872,578,527 6,383,594,764 2,010,587,752 9,822,418,845 1,116,863,333 1,868,668,306 9,790,743,231 1,130,499,365 1,143,700,518 1,143,700,518 2,556,958,223 Consolidated financialstatements 470,371,098 550,031,151 475,122,927 775,000,003 225,813,760 (724,967,788) (688,289,917) 157,451,438 67,079,971 84,109,643 13,201,153 2010 0.52

- 10,178,472,953 15,713,928,965 6,118,078,147 1,993,570,372 1,545,333,116 (1,699,258,405) 6,648,983,887 8,770,306,287 4,951,623,415 3,206,941,795 4,949,725,482 4,949,725,482 7,394,164,335 532,865,367 639,429,377 450,541,657 116,354,234 (745,180,448) 45,734,339 80,058,062 27,397,490 (1,897,933) 2009 2.27

-

2,214,932,675 1,245,728,358 4,008,073,875 2,581,550,950 3,080,447,695 3,544,770,676 2,751,854,680 2,751,854,680 2,751,854,680 3,867,352,461 7,412,123,137 Separate financialstatements 822,498,312 (328,593,015) (786,904,766) 84,109,643 2010 1.26

------

11,367,181,457 2,188,903,347 1,261,595,079 3,935,056,502 2,881,824,034 (1,396,974,040) 7,029,720,935 3,530,556,488 5,632,746,895 3,851,257,109 5,632,746,895 5,632,746,895 7,836,624,969 699,043,812 (806,904,034) 80,058,062 2009 (in Baht) 2.59 ------

133 FINANCIAL STATEMENTS 134 FINANCIAL STATEMENTS Annual Report 2010 Annual Report CPN STATEMENTS OF CHANGES IN EQUITY

Central Pattana Public Company Limited and its Subsidiaries For the years ended 31 December 2010 and 2009

(in Baht) Consolidated financial statements Unrealised surpluses Additional paid-in capital (deficits) Retained earnings Reserve on business Total equity combination attributable to Issued and involving entities Fair Currency equity holders paid-up Share under common value translation Legal of the Minority Note share capital premium control changes differences reserve Unappropriated Company interest Total equity

Balance at 1 January 2009 2,178,816,000 2,007,565,850 - 5,319,194 - 217,881,600 10,089,338,299 14,498,920,943 674,401,374 15,173,322,317 Reserve on business combination involving entities under common control - - (54,371,775) - - - - (54,371,775) - (54,371,775) Unrealised losses Available for sale investments Net change in fair value recognised in equity - - - (3,771,948) - - - (3,771,948) - (3,771,948) Acquisition of investments from minority interest ------(608,648,181) (608,648,181) Net expense recognised directly in equity - - (54,371,775) (3,771,948) - - - (58,143,723) (608,648,181) (666,791,904) Profit (loss) for the year ------4,951,623,415 4,951,623,415 (1,897,933) 4,949,725,482

Total recognised income and expense - - (54,371,775) (3,771,948) - - 4,951,623,415 4,893,479,692 (610,546,114) 4,282,933,578 Dividends 31 ------(719,003,519) (719,003,519) (14,498,383) (733,501,902) Issuance of ordinary shares ------285,348,187 285,348,187

The accompanying notes are an integral part of these financial statements. STATEMENTS OF CHANGES IN EQUITY

Central Pattana Public Company Limited and its Subsidiaries For the years ended 31 December 2010 and 2009

(in Baht) Consolidated financial statements Unrealised surpluses Additional paid-in capital (deficits) Retained earnings Reserve on business Total equity combination attributable to Issued and involving entities Fair Currency equity holders paid-up Share under common value translation Legal of the Minority Note share capital premium control changes differences reserve Unappropriated Company interest Total equity

Balance at 31 December 2009 2,178,816,000 2,007,565,850 (54,371,775) 1,547,246 - 217,881,600 14,321,958,195 18,673,397,116 334,705,064 19,008,102,180 Unrealised gains Available for sale investments Net change in fair value recognised in equity - - - 1,703,612 - - - 1,703,612 - 1,703,612 Translation of financial statement differences - - - - 1,636 - - 1,636 - 1,636 Net income recognised directly in equity - - - 1,703,612 1,636 - - 1,705,248 - 1,705,248 Profit for the year ------1,130,499,365 1,130,499,365 13,201,153 1,143,700,518

Total recognised income - - - 1,703,612 1,636 - 1,130,499,365 1,132,204,613 13,201,153 1,145,405,766 Dividends 31 ------(1,263,664,778) (1,263,664,778) - (1,263,664,778) Issuance of ordinary shares 9 ------95,116,212 95,116,212

Balance at 31 December 2010 2,178,816,000 2,007,565,850 (54,371,775) 3,250,858 1,636 217,881,600 14,188,792,782 18,541,936,951 443,022,429 18,984,959,380

The accompanying notes are an integral part of these financial statements.

135 FINANCIAL STATEMENTS 136 FINANCIAL STATEMENTS Annual Report 2010 Annual Report CPN STATEMENTS OF CHANGES IN EQUITY

Central Pattana Public Company Limited and its Subsidiaries For the years ended 31 December 2010 and 2009

(in Baht) Separate financial statements Additional Unrealised paid-in capital surpluses Retained earnings Total equity Issued and attributable to paid-up Fair value equity holders Note share capital Share premium changes Legal reserve Unappropriated of the Company

Balance at 1 January 2009 2,178,816,000 2,007,565,850 387,921 217,881,600 13,944,021,201 18,348,672,572 Unrealised gains Available for sale investments Net change in fair value recognised

in equity - - 906,723 - - 906,723

Net income recognised directly

in equity - - 906,723 - - 906,723

Profit for the year - - - - 5,632,746,895 5,632,746,895

Total recognised income - - 906,723 - 5,632,746,895 5,633,653,618

Dividends 31 - - - - (719,002,899) (719,002,899)

The accompanying notes are an integral part of these financial statements. STATEMENTS OF CHANGES IN EQUITY

Central Pattana Public Company Limited and its Subsidiaries For the years ended 31 December 2010 and 2009

(in Baht) Separate financial statements Additional Unrealised paid-in capital surpluses Retained earnings Total equity Issued and attributable to paid-up Fair value equity holders Note share capital Share premium changes Legal reserve Unappropriated of the Company

Balance at 31 December 2009 2,178,816,000 2,007,565,850 1,294,644 217,881,600 18,857,765,197 23,263,323,291 Unrealised gains Available for sale investments Net change in fair value recognised in equity - - 620,000 - - 620,000 Net income recognised directly

in equity - - 620,000 - - 620,000

Profit for the year - - - - 2,751,854,680 2,751,854,680

Total recognised income - - 620,000 - 2,751,854,680 2,752,474,680

Dividends 31 - - - - (1,263,651,336) (1,263,651,336) Balance at 31 December 2010 2,178,816,000 2,007,565,850 1,914,644 217,881,600 20,345,968,541 24,752,146,635

The accompanying notes are an integral part of these financial statements.

137 FINANCIAL STATEMENTS 138 FINANCIAL STATEMENTS Annual Report 2010 Annual Report CPN

The accompanying notesare anintegral partofthesefinancialstatements. Income taxexpense Translation differences Guarantee forleaseholdrights Share ofprofits ofassociate rentalRecognition ofunearned Gain onleaseunderfinance Gain ondisposalofassets Reversal ofprovision forguaranteepayment Reversal ofallowancefordoubtfulaccount Bad anddoubtfuldebts(reversal) Finance costs Interest income Dividend income Excess oftheacquirere’s interest inthenetfair Losses from write-off ofassets Amortisation ofleaseholdrights Depreciation for Adjustments Profit fortheyear For theyearsended31December2010and2009 Central PattanaPublicCompanyLimitedanditsSubsidiaries STATEMENTS OFCASHFLOWS Cash flowsfrom operatingactivities

and serviceincome value ofacquiree’s identifiableassets,liabilities and contingentliabilitiesovercost

2,019,660,139 1,143,700,518 4,478,474,860 Consolidated financialstatements (225,723,760) (328,662,622) (475,122,927) (162,739,322) 724,967,788 336,578,890 688,289,917 775,000,003 (16,227,793) (1,213,944) 2010 (90,000) 56,337 1,636

- - -

(3,206,941,795) 1,757,854,771 4,949,725,482 5,324,951,816 1,699,258,405 (405,113,000) (450,541,657) 352,334,611 745,180,448 (27,337,490) (10,013,552) (14,436,500) (66,072,149) 1,114,242 2009 (60,000)

- - - -

(1,816,330,446) 2,751,854,680 1,498,518,486 Separate financialstatements (765,220,504) (123,860,101) (162,739,322) 384,143,760 328,593,015 126,918,982 786,904,766 (16,227,793) (1,251,966) 5,733,415 2010

------

(2,433,823,536) (3,851,257,109) 5,632,746,895 1,502,187,632 1,396,974,040 (448,000,498) (133,220,903) 402,548,060 134,127,885 806,904,034 (6,170,972) 2009 1,359,736 (in Baht) ------

Leasehold rights Purchase ofproperty andequipment Loans repaid byrelated parties Loans torelated parties Proceeds from redemption ofinvestmentunitsinfunds Issuance ofordinary shares Reserve onbusinesscombinationinvolving Purchase ofequitysecuritiesandinvestmentunits (Increase) decrease incurrent investments Dividends received Interest received activities from Cashflows investing Net cashprovided byoperatingactivities Income taxpaid Guarantee forleaseholdrights Repayment ofdepositsreceived from customers Deposits from customersreceived rentalUnearned andserviceincome Other current liabilities Payment from provision forguaranteepayment Trade accountspayable Other non-current assets Other current assets Trade accountsreceivable Changes inoperatingassetsandliabilities Net cashusedininvestingactivities Payment forleaseholdrights Decrease incontractor payables Sales ofequipment For theyearsended31December2010and2009 Central PattanaPublicCompanyLimitedanditsSubsidiaries STATEMENTS OFCASHFLOWS The accompanying notesare anintegral partofthesefinancialstatements.

entities undercommoncontrol

(5,413,164,660) (4,908,541,818)

3,930,456,276 Consolidated financialstatements (828,455,284) (390,338,640) - (172,612,005) (879,389,074) (572,621,458) (496,837,236) 173,006,102 131,474,006 102,082,316 162,739,322 406,227,022 408,842,911 131,441,529 842,480,424 (51,649,871) (14,737,207) (14,962,759) 12,391,778 (947,712) (775,590) 2010

- - - -

(8,489,064,565) (1,043,952,784) (7,553,840,633) 5,577,036,196 (203,267,921) (811,066,986) (927,876,608) (851,814,659) (716,995,859) 459,125,623 707,482,805 604,522,995 301,305,926 354,325,421 285,348,188 332,280,705 853,958,014 (54,371,775) (46,388,893) 19,700,235 54,546,021 2009

- - - - -

(1,460,711,193) (6,604,360,711) (2,023,665,378) 5,952,868,079 1,927,001,953 1,792,914,421 Separate financialstatements (151,292,106) (329,935,344) (390,338,640) - (176,794,826) (760,453,220) 141,544,248 812,383,091 236,018,861 209,801,403 279,003,360 (14,737,207) (19,520,574) (95,450,003) (26,254,070) 27,984,000 21,802,487 81,301,059 4,953,344 2010

- - -

(6,264,156,168) (9,045,787,306) (3,286,459,699) (1,028,652,784) 5,438,414,932 1,414,141,526 1,767,593,435 (141,002,534) (479,319,723) (432,394,404) (368,807,915) (502,938,567) 100,837,999 375,451,465 173,557,354 176,221,407 349,468,307 128,731,960 148,222,326 260,854,984 2009 9,431,124 4,375,365 (in Baht) - - - -

139 FINANCIAL STATEMENTS 140 FINANCIAL STATEMENTS Annual Report 2010 Annual Report CPN to amounting 2010 approximately Baht2,319.1million(2003:1,483.1million). December 31 at as development under property of construction for liabilities unpaid has Group The to approximately Baht59.2million(2009:124.0million). amounting 2010 December 31 at as development under property of construction for liabilities unpaid has Company The Non-cash transactions Cash andcashequivalentsatendofyear Cash andcashequivalentsatbeginningofyear Net decrease incashandequivalents Net cashprovided by(usedin)financingactivities Acquisition ofinvestmentfrom minorityinterest Proceed from leaseunderfinance Dividends paid Payment forliabilityunderfinanciallease Repayments ofborrowings Repayment ofloansfrom related parties Proceeds from borrowings Proceeds from loansfrom related parties The accompanying notesare anintegral partofthesefinancialstatements. Interest paid Cash flowsfrom financingactivities For theyearsended31December2010and2009 Central PattanaPublicCompanyLimitedanditsSubsidiaries STATEMENTS OFCASHFLOWS

(3,284,837,200) (1,266,988,384) 5,700,000,000 1,734,554,683 Consolidated financialstatements (962,990,389) (690,847,876) 771,564,294 519,717,995 63,762,896 (1,179,641) (191,800) 2010

- -

(9,345,659,940) 9,570,000,000 1,734,554,683 2,407,345,899 4,252,318,363 2,239,237,153 (672,791,216) (733,471,807) (235,730,360) (790,424,173) (572,250,000) 95,000,000 (544,930) 2009

(1,107,963,571) (2,100,000,000) (1,263,545,740) (3,102,495,453) 3,300,000,000 2,873,620,080 Separate financialstatements (641,672,811) (814,362,817) 245,877,888 887,550,699 (1,179,641) 2010

- -

(6,170,000,000) (1,538,112,822) 7,420,000,000 1,281,730,192 1,344,500,000 4,896,633,677 4,455,835,149 (394,179,493) (718,972,803) (777,667,973) 887,550,699 2009 (in Baht) (544,930) -

NOTES TO THE FINANCIAL STATEMENTS

Central Pattana Public Company Limited and its Subsidiaries For the years ended 31 December 2010 and 2009

Note Contents Note Contents

1 General information 21 Additional paid-in capital and reserves

2 Basis of preparation of the financial statements 22 Segment information

3 Significant accounting policies 23 Investment income

4 Related party transactions and balances 24 Other income

5 Cash and cash equivalents 25 Expenses by nature

6 Other investments 26 Administrative expenses

7 Trade accounts receivable 27 Employee benefit expenses

8 Other current assets 28 Finance costs

9 Investments in subsidiaries and funds 29 Income tax expense

10 Investment in associate 30 Basic earnings per share

11 Long-term investments - related parties 31 Dividends

12 Property and equipment 32 Impact from fire incidence as a result of political

13 Leasehold rights demonstration

14 Intangible assets 33 Leasing or sub-leasing properties

15 Deferred tax 34 Financial instruments

16 Other non-current assets 35 Commitments with non-related parties

17 Interest-bearing liabilities 36 Contingent liabilities

18 Provision for guarantee payment 37 Events after the reporting period

19 Other current liabilities 38 Thai Financial Reporting Standards (TFRS) 20 Share capital not yet adopted 142 NOTES TO THE FINANCIAL STATEMENTS Annual Report 2010 Annual Report CPN Name ofentity Central PattanaKhonKaenCo., Ltd. Central PattanaNineSquare Co.,Ltd. Central RealtyServiceRama3Co.,Ltd. CPN GlobalCompanyLimited CPN ChiangraiCo.,Ltd. CPN ConstructionManagementCo.,Ltd. CPN PattayaBeachHotelCo.,Ltd. Central PattanaChonburiCo.,Ltd. Langsuan RealtyCo.,Ltd. Central PattanaChiangmaiCo.,Ltd. property management.DetailsoftheCompany’sfrom subsidiariesandfunds asat31December2010and2009were asfollows: income earn and projects manage projects, new developing in invest to are Company the of businesses principal The is incorporatedinThailand. shareholding),which(27% Limited Company Holdings Central Company’swas The year financial the shareholderduring major The CompanywaslistedontheStockExchangeofThailandinMarch 1995. I Road,Patumwan,Bangkok10330. Central Pattana Public Company Limited, the “Company”, is incorporated in Thailand and has its registered office at 999/9 Rama 1 The financialstatementswere authorisedforissuebytheBoard ofDirectors on28February2011. These notesformanintegralpartofthefinancialstatements. Central PattanaRattanathibetCo.,Ltd. CPN PattayaBeachCo.,Ltd. Central PattanaRama3Co.,Ltd. Central World Co.,Ltd. Central FoodAvenue Co.,Ltd. Central RealtyServiceCo.,Ltd. Central PattanaRama2Co.,Ltd. Direct subsidiaries (undergoingliquidationprocess) (formerlyThaipatProperty Co.,Ltd.) General information

Type ofbusiness (1), (2),(4) (1), (2) (1), (2) (1), (2) (1), (2) (1), (2) (1) (2) (6) (1) (1) (7) (4) (3) (1) (1) (2)

and and and and and

and

(4) (4) (4) (4) (4) (7)

incorporation Country of Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand

Ownership interest 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 2010 78.1 87.1

(%) 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 2009 78.1 87.1 - - Name ofentity Bangna CentralProperty Co.,Ltd. Central RealtyServiceRama3Co.,Ltd. y h Fdrto o Acutn Poesos “A”; plcbe ue ad euain o te hi euiis n Exchange and Commission; andwithgenerallyacceptedaccountingprinciples inThailand. Securities Thai the of regulations and rules applicable (“FAP”); Professions Accounting of Federation the by arestatements financial The prepared accordancein StandardsReporting Financial Thai with promulgatedguidelines (“TFRS”); prepared onthehistoricalcostbasisexcept asstatedintheaccountingpolicies. rounded in the notes to the beenfinancial statements to has the nearest Baht thousand unless Thai otherwise stated. in These financial presentedstatements are information financial All Baht. Thai in presented and prepared are statements financial The financial statementshasbeenprepared fortheconvenienceofreaders. the of translation English This language. Thai the in prepared are purposes reporting Thai for issued statements financial The 2 (7) (6) (5) (4) (3) (2) (1) Type ofbusiness The ThaiBusinessFund5 The ThaiBusinessFund4 Funds Global Commercial Property Limited Global RetailDevelopment& Central PlayLandCo.,Ltd. Indirect subsidiaries Investment Limited Hotel business Investment inreal estates Operator ofplaylandandwaterthemeparkonshoppingcenters Sales offoodandbeverage Construction ofcondominiumsandshophousesforrent Provision ofutilitiesinshoppingcenters Construction ofoffice buildingsandshoppingcentersforrent Basis ofpreparation of the financialstatements

(6)

Type ofbusiness (1) (1)

and (6) (6) (6) (2) to

(5) (5)

incorporation Hong Kong Hong Kong Country of Thailand Thailand Thailand Thailand Thailand

Ownership interest 100.0 100.0 100.0 100.0 100.0 2010 99.9 -

(%) 100.0 100.0 100.0 100.0 2009 99.9 - -

143 NOTES TO THE FINANCIAL STATEMENTS 144 NOTES TO THE FINANCIAL STATEMENTS Annual Report 2010 Annual Report CPN TAS 34 TAS 11 Business combinations Group’s interests inassociate. the and “Group”) the as referredto (together subsidiaries its and Company the to relate statements financial consolidated The (a) 3 TAS 42 Former no. During 2010,theFAP announcedthere-numbering ofthefollowingTFRS: attributable tothe acquisition. directlycosts plus exchange, fair of date the the at assumed or incurred at liabilities and issued measured instruments equity given, is asset of value acquisition an of cost The method. purchase the under for accounted are combinations Business Note 36 Note 35 Note 18 Note 15 Note 14 Note 13 Note 12 the mostsignificanteffect ontheamountsrecognised inthefinancialstatementsisincludedfollowingnotes: have that policies accounting applying in judgements critical and uncertainty estimation, of areas significant about Information the periodinwhichestimatesare revised andinanyfuture periodsaffected. arerecognisedinestimates accounting to Revisions basis. ongoing an arereviewedon assumptions underlying and Estimates results maydiffer fromActual estimates. expenses. and income liabilities, assets, of amounts reported and policies of application the affect andthat assumptions estimates judgements, make to management requires TFRS with conformity in statements financial of preparation The in the preparation of these financial statements. These new and revised standards and interpretations are disclosed in note 38. The FAP has issued during 2010 a number of new and revised TFRS which are not currently effective and have not been adopted any materialimpactontheconsolidatedorseparatefinancialstatements. which was issued by the FAP during 2010 and effective on 26 May 2010. The adoption of the revised framework does not have 2009), (revised Statements Financial of Presentation and Preparation the for Framework revised the adopted has Group The TAS 48 TAS 40 TAS 27 TAS 26 Significant accountingpolicies Basis ofconsolidation

Revised no. TAS 107 TAS 106 TAS 105 TAS 104 TAS 103 TAS 102 TAS 101 Contingent liabilities Commitments withnon-related parties Provision forguaranteepayment Deferred tax Intangible assets Leasehold rights Property andequipment(estimatedusefullivesofassets)

Financial InstrumentsDisclosure andPresentation Accounting forInvestmentCompanies Accounting forInvestmentinDebtandEquitySecurities Accounting forTroubled DebtRestructuring Disclosures intheFinancialStatementsofBanksandSimilar Income RecognitionforRealEstateBusiness Doubtful AccountandBadDebts Topic

Financial Institutions

the investment. ofdisposal until equity of component separate a in directlyrecognisedare hedges related and items monetary such on arising differencesentity,exchange foreign foreign a in Group’sinvestment the net of part form substance, in items, monetary Where the of investments. disposal until equity of component separate a as recognised are translation on arising differences exchange Foreign ruling atthedatesoftransactions. rates exchange foreign the approximating rates at Baht Thai to translated are entities foreign of expenses and revenues The dates. Goodwill and fair value adjustments arising on the acquisition of foreign entities are stated at exchange rates ruling on transaction The assets and liabilities of foreign entities are translated to Thai Baht at the foreign exchange rates ruling at the reporting date. Foreign entities rates rulingatthedatesoftransactions. Non-monetary assets and liabilities measured at cost in foreign currencies are translated to Thai Baht using the foreign exchange exchange rates ruling at foreign that the date. Foreignat exchange Baht differences Thai arising to on translation translated areare recognised date in reporting the at statement currenciesof income. foreign in denominated liabilities and assets Monetary Transactions in foreign currencies are translated to Thai Baht at the foreign exchange rates ruling at the dates of the transactions. Foreign currency transactions (b) unrealised gains,butonlytotheextentthatthere isnoevidenceofimpairment. against the investment to the extent of the Group’s interest in the investee. Unrealised losses are eliminated in the same way as eliminated are associates with transactions from arising gains Unrealised statements. financial consolidated the preparing in Intra-group balances and transaction, and any unrealised income or expenses arising from intra-group transactions, are eliminated Transactions eliminatedonconsolidation legal orconstructiveobligationsmadepaymentsonbehalfoftheassociate. carrying amount is reduced to nil and recognition of further losses is discontinued except to the extent that the Group has incurreduntil the date that significant influence ceases. When the Group’s share of losses exceeds its interest in an associate, the Group’s commencesinfluence significant that date the fromGroup, the of those with policies accounting the align to adjustments after The consolidated financial statements include the Group’s share of the income, expenses and equity movements of associates, entity.another of power voting the of 50% and 20% between holds Group the when exist to presumed is influence Significant Associates are those entities in which the Group has significant influence, but not control, over the financial and operating policies. Associates accounting policies of subsidiaries have been changed where necessary to align them which the policies adopted by the Group. controlThethat ceases. date the controluntil that commences fromdate statements the financial consolidated the in included financial and operating policies of an entity so as to obtain benefits from its activities. The financial statements of subsidiaries are Subsidiaries are entities controlled by the Group. Control exists when the Group has the power, directly or indirectly, to govern the Subsidiaries of interest methodandinaccordance withtheguidelineissuedin2009byFAP. poolingthe to similar method controla common using areunder for businesses accounted or entities of combination Business Foreign currencies

145 NOTES TO THE FINANCIAL STATEMENTS 146 NOTES TO THE FINANCIAL STATEMENTS Annual Report 2010 Annual Report CPN weighted average methodappliedtothecarrying valueofthetotalholding investment. theusing determined is sold part the of cost deemed the investment, particular a of holding its of Grouppart the of If disposes the with together amount associated cumulativegainorloss thatwasreported inequityisrecognised inthestatementofincome. carrying the and proceeds disposal net between difference the investment, an of disposal On Disposal ofinvestments at thereporting date. The fair value of financial instruments classified as held-for-trading and available-for-sale are determined at the quoted bid price Equity securitieswhichare notmarketableare statedatcostlessanyimpairmentlosses. is recognised inthestatementofincome. methodinteresteffective the using calculated interestinterest-bearing, are investments these Where income. of statement the recognisedinis equity previouslyrecogniseddirectlyin loss or gain cumulative arederecognised,the investments these When are recognised directly in equity. Impairment losses and foreign exchange differences are recognised in the statement of income. value, and changes therein, other than impairment losses and foreign currency differences on available-for-sale monetary items, are classified as available-for-sale investments. Available-for-sale investments are, subsequent to initial recognition, stated at fair maturity,to held be to intended or trading for held securities those than other securities, equity marketable and securities Debt cost and redemption value of such debt securities is amortised using the effective interest rate method over the period to acquisitionthe difference between The maturity. losses. impairment any less cost, amortised at stated are investments Held-to-maturity investment. held-to-maturity as classified are maturity to hold to ability and intent positive has Group the that securities Debt any resultant gainorlossrecognised inthestatementofincome. Debt securities and marketable equity securities held for trading are classified as current assets and are stated at fair value, with Investments inotherdebtandequitysecurities method. Investmentinassociatetheconsolidatedfinancialstatementsisaccountedforusingequity Investments in subsidiaries and associate in the separate financial statements of the Company are accounted for using the cost Investments insubsidiariesandassociate (f) Investments payments. Baddebtsare writtenoff whenincurred. The allowance for doubtful accounts is assessed primarily on analysis of payment histories and future expectations of customer doubtful accounts. Trade and other accounts receivable (including balances with related parties) are stated at their invoice value less allowance for (e) are repayable ondemandare acomponentoffinancingactivitiesforthepurposestatementcashflows. Cash and cash equivalents comprise cash balances, call deposits and highly liquid short-term investments. Bank overdrafts that (d) entials under swap arrangements are accrued and recorded as adjustments to the interest expense relating to the hedged loans. enteredhas Company The interestan into protect to contract swap rate fromrisks interestin movements Interest rates. differ Hedge ofinterest rates (c) Hedging Trade andotheraccountsreceivable Cash andcashequivalents -

of penaltyisrecognised asanexpenseintheperiodwhichterminationtakesplace. wayby lessor the to made requiredbe payment to expires,any period lease beforethe terminated is lease operating an When occupies ineachyear. proportionareaGroupin the lease tothat the of period the over basis systematic a on income of statement the to charged whereleases long-term entireareGroupFor the expenses the occupy lease lease. not date, areasdoes inception lease the at theof period the over basis straight-line a on income of statement the to charged are leases operating under made Payments Leases not transferring a significant portion of the risks and rewards of ownership to the lessee are classified as operating leases. lease period.Theproperty orequipmentacquired underfinanceleasesisdepreciated over theusefullifeofasset. are included in other long-term payables. The interest element of the finance cost is charged to the statement of income over the so as to achieve a constant rate on the finance balance outstanding. The outstanding rental obligations, net of finance charges, or the present value of the minimum lease payments. Each lease payment is allocated to the principal and to the finance charges as finance leases. Finance leases are capitalized at the inception of the lease at the lower of the fair value of the leased property Leases of property or equipment which substantially transfer all the risks and rewards of ownership to the lessees are classified Where theGroup isthelessee (i) amortised onasystematicbasis. is Ltd. Co., Development International Central with lease, operating an is which agreement, sub-lease under right Leasehold Leasehold rightsoverland Leasehold rightsoverlandandbuildings Leasehold rightsare chargedtostatementofincomeonastraight-linebasisovertheperiodleaseasfollows: Amortisation Leasehold rightsare recorded atcostlessaccumulatedamortisationandimpairmentlosses. (h) Leaseholdrights No depreciation isprovided onfreehold landorassetsunderconstruction. Transportation equipment Furniture, fixtures andequipment Buildings andimprovements of property andequipment.Theestimatedusefullivesare asfollows: Depreciation is charged to the statement of income on a straight-line basis over the estimated useful lives of each part of an item Depreciation are statedatcostlessaccumulateddepreciation andimpairmentlosses. Property and equipment comprise land, assets for lease and operating furniture, fixtures and equipment. Property and equipment (g) is recognised onastraight-linebasis overtheleaseterm. their expected useful lives on a basis consistent with other similar property and equipment owned by the Group. Rental income Assets leased out under operating leases are included in property and equipment in the balance sheet. They are depreciated over Where theGroup isthe lessor Long-term leases Property andequipment

25-30 years(overtheperiodoflease) 20-30 years 5-15 years 30 years(overtheperiodoflease) 5 years

147 NOTES TO THE FINANCIAL STATEMENTS 148 NOTES TO THE FINANCIAL STATEMENTS Annual Report 2010 Annual Report CPN loss onthatfinancialassetpreviously recognised inthestatementofincome. recognised in the statement of income is the difference between the acquisition cost and current fair value, less any impairment isthat loss cumulative the derecognised.of been amount not The has asset financial the though even income of statement the evidence that the value of the asset is impaired, the cumulative loss that had been recognised directly in equity is recognised in When a decline in the fair value of an available-for-sale financial asset has been recognised directly in equity and there is objective The impairmentlossisrecognised inthestatementofincome. An impairment loss is recognised if the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount. impairment. Ifanysuchindicationexists,theassets’recoverable amountsare estimated. The carrying amounts of the Group’s assets are reviewed at each reporting date to determine whether there is any indication of (k) Impairment Assets usagerights from thedatethattheyare availableforuse.Theestimatedusefullivesare asfollows: Amortisation is recognised in the statement of income on a straight-line basis over the estimated useful lives of intangible assets, Amortisation Assets usagerightsthatare acquired bytheGroup are statedatcostlessaccumulated amortisationandimpairmentlosses. Assets usageright Negative goodwillisrecognised immediatelyinthestatementofincome. Acquisitions ofnegativegoodwillsubsequentto1January2008 retained asat1January2008. earnings inappropriated crediting by derecognised was 2007 December 31 at as statements financial the in carried goodwill Negative Acquisitions ofnegativegoodwillpriorto1January2008 1 January2008. identifiable the net assets acquired over the of cost of acquisition. The GroupGroup’s sharechanged its accounting policy for negative goodwill the with effect from of value fair the of excess the represents combination business a in goodwill Negative Negative goodwill (j) revenue and the cost of sale is recorded as gain which is recognised by the Group in accordance with its normal accounting at the commencement policy.of the lease term is the cost or carrying amount of the leased property. The difference between the sales value of the minimum lease payments accruing to the lessor, computed at a commercial rate of interest. The cost of sale recognisedThe sales revenue recorded at the commencement of a finance lease represents the fair value of the asset, or if lower, the present lease inthebalancesheet. finance under receivable accounts as recordedare lease finance under held assets The lease. finance as classified are lessee the to transferred are ownership of rewards and risks the of portion significant a which under Group the by out leased Assets Intangible assets

10 and28years

Revenue from rent andservices Revenue excludesvalueaddedtaxesandisarrivedatafterdedu ction oftradediscounts. (o) Revenue rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability. pre-taxa at futureflows expected cash the provisionsdiscounting effectmaterial, areby the isdetermined If obligation. the of that an outflow of economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount A provision is recognised when the Group has a present legal or constructive obligation as a result of a past event, and it is probable (n) Provisions Trade andotheraccounts payableare statedatcost. (m) Interest-bearing liabilitiesare recognised initiallyatfairvalue. (l) if noimpairmentlosshadbeenrecognised. amortisation, or depreciation of net determined, been have would that amount carrying the exceed not does amount carrying asset’sthe that extent the to only reversed is loss impairments An amount. recoverable the determine to used estimate the in change a been has there if reversed is loss impairment An exists. longer no or decreased has loss the that indications any for date reporting each at assessed are assets non-financial other of respect in periods prior in recognised losses Impairment available-for-sale financialassetsthatare equitysecurities,thereversal isrecognised directly inequity. For income. of statement the in recognised is reversal the securities, debt are that assets available-for-salefinancial and cost amortised at carried assets financial For recognised. was loss impairment the beafter occurring can event amount an recoverable to objectively in related increase subsequent the if reversed is asset financial a of respect in loss impairment An Reversals ofimpairment cash-generating unittowhichtheassetbelongs. that the for asset determined is an amount recoverable the assets, For other from those asset. of independent largely the inflows cash generate to not does specific risks the and money of value time the of assessments market rate current discount reflects pre-tax that a using value present their to discounted are flows cash future estimated the use, In in sell. value to assessing cost less value fair and use in value assets’ the of greater the is asset non-financial a of amount recoverable The The recoverable amountofavailable-for-sale financialassetsiscalculatedbyreference tothefairvalue. future cashflows,discountedattheoriginaleffective interest rate. The recoverable amount of the Group’s investments in held-to-maturity securities is calculated as the present value of estimated Calculation ofrecoverable amount from rent. rental Unearned andservicerevenue are recognised onastraight-linebasisovertheterm ofthelease. revenuetotal the of part integral area recognisedgranted as areincentives provided.services Lease recognised as is services from Revenue lease. the of term the over basis straight-line a on income of statement the in recognised is rent from Revenue Trade andother accountspayable Interest-bearing liabilities

149 NOTES TO THE FINANCIAL STATEMENTS 150 NOTES TO THE FINANCIAL STATEMENTS Annual Report 2010 Annual Report CPN it isnolongerprobable thattherelated taxbenefitwillbe realised. the temporary difference can be utilised. Deferred tax assets are reviewed at each reporting date and reduced to the extent that deferredA recognisedis probableasset is tax it that extent the to only future that profitstaxable whichagainst available be will reporting date. the by or enacted been have that laws the on based reverse, they when differences temporary the to applied be to expected arethat rates tax the at measured is tax Deferred future. foreseeable the in reverse not will they that probable is it that extent profit;taxable differencesaffectsnor and that accounting theand neitherto combination subsidiaries relatingis investments to businessa not is that differences:transaction in recognitionliabilities initial or the assets of recognition initial the goodwill; of temporary following the for recognised not is tax Deferred purposes. taxation for used amounts the and purposes reporting Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial Deferred tax adjustment totaxpayableinrespect ofprevious years. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted at the reporting date and any Current tax income. of statement the in recognised is tax Income tax. deferred and current comprises year the for loss or profit the on tax Income (q) takes asubstantialperiodoftimetobeprepared foritsintendeduseorsale. necessarily which asset an of construction acquisition, the to attributable directly being as capitalised are they that extent the toexcept incurred,are they which in period the in income of statement the to charged are costs similar and expenses Interest Finance costs recognised inthestatementofincomeonasystematicbasis. is Ltd. Co., Development International Central with lease, operating an is which agreement, sub-lease under made Payments made. payments lease total the of part integral an as income of statement the in recognisedare receivedof incentives Lease lease. term the the over basis line straight a on income of statement the in recognised are leases operating under made Payments Lease payments (p) Expenses in thecaseofquotedsecuritiesisusuallyex-dividenddate. Dividend income is recognised in the statement of income on the date the Group’s right to receive payments is established which Dividend income Interest incomeisrecognised inthestatementofincomeasitaccrues. Interest income Investment incomecomprisesinterest anddividendincomefrom bankdepositsandinvestments. Investment income Revenue from foodandbeverageisrecognised upondeliveryofgoodstocustomers. Revenue from foodandbeverage Income tax

Central HoldingCo.,Ltd. Name ofentity Company orhavetransactionswiththeCompany/Group were asfollows: the by controlled jointly or controlled being are or Company the control jointly or control that parties related with Relationships at contractuallyagreed prices. exists, price market oror,no whereprices shareholders market on based common prices at by conducted are parties related or Transactions directors.with shareholders as Company the and Group the to linked parties those are parties Related 4 Power BuyCo.,Ltd. Central SuperStore Co.,Ltd. Central Trading Co., Ltd. Hang CentralDepartmentStore Co.,Ltd. Central DepartmentStore Co.,Ltd. CPN RetailGrowth LeaseholdProperty Fund Square RitzPlazaCo.,Ltd. Ayudhaya Agrocity Co.,Ltd. Siam RetailDevelopmentCo.,Ltd. Big CFairyCo.,Ltd. Fairy PlazaCo.,Ltd. Central RetailCorporationCo.,Ltd. Food MillenniumCo.,Ltd. Food FestivalCo.,Ltd. Co.,Ltd. F&D International Central Watson Co.,Ltd. Robinson DepartmentStore PublicCompanyLimited Robinson NakarinCo.,Ltd. DevelopmentCo.,Ltd. Central International Food ExcellentCo.,Ltd. Sakura RestaurantCo.,Ltd. Fuji GimmickCo.,Ltd. Central FoodRetailCo.,Ltd. Central RestaurantGroup Co.,Ltd. Central World HotelCo.,Ltd. Central PlazaHotelPublicCompanyLimited Samsonite (Thailand)Co.,Ltd. Central GarmentFactoryCo.,Ltd. CR Chiangmai(Thailand)Co.,Ltd. Earth Care Co.,Ltd. Office Club(Thai)Co.,Ltd. B2S Co.,Ltd. CRC PowerRetailCo.,Ltd. CRC SportCo.,Ltd. Related partytransactionsandbalances

incorporation/nationality

Country of Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand

Some commondirectors Some commondirectors Some commondirectors Some commondirectors Associate, holding27.8% Major shareholder, somecommondirectors Nature ofrelationships Some common directors Some commondirectors Some commondirectors Some commondirectors Some commondirectors Some commondirectors Some commondirectors Some commondirectors Some commondirectors Some commondirectors Some commondirectors Some commondirectors Some commondirectors Some commondirectors Some commondirectors Some commondirectors Some commondirectors Some commondirectors Some commondirectors Some commondirectors Some commondirectors Some commondirectors Some commondirectors Some commondirectors Some commondirectors Some commondirectors Some commondirectors Some commondirectors Some commondirectors

151 NOTES TO THE FINANCIAL STATEMENTS 152 NOTES TO THE FINANCIAL STATEMENTS Annual Report 2010 Annual Report CPN Revenue from foodandbeverage

Transactions Pricing policiesforparticulartypesoftransactionsare explainedfurtherbelow: Relationships betweentheCompanyanditssubsidiariesfundsare disclosedinnote1. Total Management income Revenue from foodandbeverage Total Significant transactionsfortheyearsended31December2010and2009withrelated partieswere asfollows: Leasehold rights Provision forguaranteepayment Management fee Administrative expenses Cost offoodandbeverage Cost ofrent andservices Interest chargedtoothersubsidiariesandrelated parties Interest chargedtowhollyowned Other income Management income Revenue from rent andservices Revenue from rent andservices Revenue

Associate Other related parties Other related parties Subsidiaries Subsidiaries andfunds

subsidiaries

1,630,122 1,630,122 At cost Market prices Market prices The average interest rate of debt securities issued by the Company The average interest rate of debt securities issued by the Company The ratebeingchargedbyotherpartiesinthebusiness The ratebeingchargedbyotherpartiesinthebusiness Market prices Market priceswhichare subjecttolocation,leasespace, Pricing policies Contractually agreed prices Contractually agreed prices Contractually agreed prices 289,659 289,659 lease form,timingandtypeof 2010 financial statements 1 - -

Consolidated 1,693,008 1,693,008 202,575 202,575 2009

659 - -

848,151 338,501 289,658 765,212 48,843 82,939 2010 financial statements -

- (in thousandBaht) Separate 117,523 167,034 824,945 320,098 202,575 657,911 2009

Interest expense Total Administrative expenses Management fees Cost offoodandbeverage Total Cost ofrent andservices Expenses Gain onleaseunderfinance Total Dividend income Total Other income Total Interest income

Other related parties Associate Associate Other related parties Subsidiaries Subsidiaries Other related parties Subsidiaries andfunds Other related parties Other related parties Subsidiaries andfunds Associate Subsidiaries andfunds Subsidiaries andfunds Other related parties

100,500 197,648 408,753 197,648 396,741 396,741 408,753 56,950 56,950 17,608 17,608 2010 financial statements 32 ------

Consolidated 3,206,942 105,068 354,265 735,470 376,621 659,000 376,621 354,265 76,470 30,644 30,644 2009

58 22 22 ------

1,407,487 1,816,240 552,047 197,644 2 159,494 173,832 749,691 178,999 403,300 392,220 408,753 29,071 93,234 19,505 11,080 40,873 11,802 2010 financial statements - - -

-

- (in thousandBaht) Separate 2,079,498 3,851,257 2,433,763 433,659 137,829 163,542 282,276 433,661 158,497 653,399 371,123 354,265 29,518 98,865 20,668 48,332 18,814 2009

153 NOTES TO THE FINANCIAL STATEMENTS 154 NOTES TO THE FINANCIAL STATEMENTS Annual Report 2010 Annual Report CPN

Significant balancesasat31December2010and2009withrelated partieswere asfollows: totaling Baht84.1million(2009:80.1million). members management and directors the to pensions and allowances meeting bonuses, salaries, paid Company the 2010, In Management benefitsexpenses

Total Total otherrelated parties Other related parties: Total subsidiaries

Subsidiaries: Trade accountsreceivable

Central PattanaChiangmaiCo.,Ltd. Central PattanaChonburiCo.,Ltd. Central PattanaRama2Co.,Ltd. Central PattanaRattanathibetCo.,Ltd. CPN PattayaBeachHotelCo.,Ltd. Central PattanaKhonKaenCo.,Ltd. Bangna CentralProperty Co.,Ltd. Central World Co.,Ltd. Others Central DepartmentStore’s Group Others Central RealtyServiceCo.,Ltd.

117,808 117,808 34,716 83,092 2010 financial statements ------

Consolidated 63,222 14,594 48,628 63,222 2009

------

36,297 27,226 67,358 31,061 4,335 5,021 2,121 - 1,283 9,071 5,067 3,982 - 1,055 2,349 2,009 3,839 2010 financial statements

(in thousandBaht) Separate 19,647 14,413 10,352 50,805 31,158 3,965 3,339 1,352 5,234 5,944 1,525 2,763 1,918 2009

Loans torelated parties Total Other related party: Subsidiaries: Accrued interest income: Subsidiary: Accrued income Total Total short-termloans

Subsidiaries: Accrued dividendincome Subsidiaries: Short-term loansto

Langsuan RealtyCo.,Ltd. Central PattanaChiangmaiCo.,Ltd. The ThaiBusinessFund4 Siam RetailDevelopmentCo.,Ltd. The ThaiBusinessFund5 The ThaiBusinessFund4 The ThaiBusinessFund4 Central RealtyServiceRama3Co., Ltd. The ThaiBusinessFund5 The ThaiBusinessFund5 The ThaiBusinessFund4



2010 (% perannum) 4.44 6.50 6.00 - 4.44 - 4.44 Interest rate

 2009 135,456 135,456 4.38 6.50 6.00 2010 

financial statements

------

Consolidated financial statements 2010 Consolidated

- - - - - -



2009

------

2009

- - - - - -

865,922 143,733 899,505 135,456 - 75,232 33,583 7,828 2010 1,088,299 1,696,519 financial statements 449 financial statements 268,600 105,296 229,806 2010 4,518

(in thousandBaht) (in thousandBaht) Separate Separate

1,794,406 1,950,360 121,387 865,922 884,366 2009 34,567 75,232 18,444 7,933 7,439 2009 494 - -     

 

155 NOTES TO THE FINANCIAL STATEMENTS 156 NOTES TO THE FINANCIAL STATEMENTS Annual Report 2010 Annual Report CPN



Subsidiaries: Other related party: Total loanstorelated parties,net Total long-term loans Total loanstorelated parties,net Less allowancefordoubtfulaccounts Long-term loans Short-term loans

Summary ofloanstorelated parties Long-term loansto

Siam RetailDevelopmentCo.,Ltd. Central PattanaChonburiCo.,Ltd. CPN ChiangraiCo.,Ltd. Central PattanaNineSquare Co.,Ltd. Central World Co.,Ltd. Less allowancefordoubtfulaccounts CPN PattayaBeachCo.,Ltd. Central FoodAvenue Co.,Ltd. CPN PattayaBeachHotelCo.,Ltd. Central PattanaKhonKaenCo.,Ltd. Central PattanaRattanathibetCo.,Ltd.







2010 (% perannum)  4.44 4.44 4.44 4.44 4.44 4.44 4.44 7.00 4.44 4.44 Interest rate



 2009 4.38 8 3 . 4 4.38 4.38 4.38 4.38 4.38 7.00 4.38 4.38 2010

 financial statements

- - - - -



Consolidated financial statements 2010 Consolidated (162,739)

162,739 162,739 - - - - - - - - - - - - - -





 2009

- - (162,739) 162,739

2009

- - - - - - - - - - - -

247,209

108,909

635,266 712,968

12,559,138 10,862,619 12,559,138 1,696,519 10,862,619 12,559,138 2 4 3 , 6 3 9 , 9 10,862,619 2010 6,246,663 1,233,622 1,069,364 financial statements financial statements 587,338 2010 21,280 -

(in thousandBaht) (in thousandBaht) Separate Separate

- - ) 9 3 7 , 2 6 1 (

11,886,702 12,049,441 10,099,081 11,886,702 9,936,342 1,383,748 5,488,830 1,950,360 (162,739) 672,693 334,648 107,398 548,022 650,619 162,739 517,929 232,455 2009 2009               

 

Movements duringtheyearsended31December2010and2009ofloanstorelated partieswere asfollows: At 31December Decrease Increase Reversal ofallowancefordoubtfulaccounts At 1January Total long-term loanstorelated parties At 31December Decrease Reversal ofallowancefordoubtfulaccount At 1January Other related party At 31December Decrease Increase At 1January Subsidiaries Long-term At 31December Decrease Increase At 1January Subsidiaries Short-term

-

(162,739) (162,739) 162,739 162,739 2010 financial statements - - - - - ------

Consolidated 2009

- - - - - - - ------

10,862,619 10,862,619 (1,442,115) (5,112,804) (4,950,065) 1,188,274 5,876,342 5,876,342 1,950,360 9,936,342 9,936,342 1,696,519 (162,739) - 162,739 - 162,739 - 2010 financial statements - -

- - (in thousandBaht)

Separate (5,177,129) (5,177,129) 2,438,597 7,034,656 7,034,656 8,078,815 8,078,815 1,950,360 9,936,342 9,936,342 (624,374) 136,137 2009 



157 NOTES TO THE FINANCIAL STATEMENTS 158 NOTES TO THE FINANCIAL STATEMENTS Annual Report 2010 Annual Report CPN

carry interests attheaverageinterest rateofdebtsecuritiesissuedbytheCompany. relatedpartiesother and subsidiaries to Loans demand. arerepayableon loans All million). 327 (2009:Baht million 327 Baht of Pattana Khon Kaen Co., Ltd., a subsidiary, that is secured by the subsidiary’s land with a carrying value as at 31 December 2010 Centralto made loan the except Baht, Thai in denominated and unsecuredare parties related other and subsidiaries to Loans Total subsidiaries Other related party: Account payableforleaseholdright Total Total related parties Other related parties:

Subsidiaries: Trade accountspayable

Others Central RealtyServiceCo.,Ltd. CPN PattayaBeachCo.,Ltd. Central PattanaChonburiCo.,Ltd. Central PattanaRattanathibetCo.,Ltd. Central PattanaChiangmaiCo.,Ltd. Central PattanaKhonKaenCo.,Ltd. Bangna CentralProperty Co.,Ltd. Central World Co.,Ltd. Central International DevelopmentCo.,Ltd. Central International Others Central DepartmentStore’s Group

852,343 5,989 1,572 5,989 4,417 2010 financial statements ------

Consolidated 1,242,682 6,936 1,800 6,936 5,136 2009

------

852,343 32,179 16,961 30,913 2,887 2,364 1,266 1,617 1,087 2,657 - 2,282 1,689 - 2010 financial statements 456 179 -

(in thousandBaht) Separate 1,242,682 10,377 1,423 4,381 1,948 3,848 5,996 2009 487 606 533 737 731 64

Subsidiaries: Short-term loansfrom

Total loansfrom related parties Total long-term loans Other related parties: Subsidiaries: Long-term loansfrom Total short-term loans Other related parties: Loans from related parties

Others Others Central PattanaRama3Co.,Ltd. Central PattanaRama2Co.,Ltd. Langsuan RealtyCo.,Ltd. Central RealtyServiceCo.,Ltd. CPN ConstructionManagementCo.,Ltd. CPN GlobalCo.,Ltd.    



2010  4.44 5.50 - 4.44 4.44 4.44 Interest rate - - -



(% p.a.)

 2009 4.38 5.50 5.50 4.38 4.38 4.38 4.38

financial statements 2010 3,687 3,687 3,687 Consolidated

- - - - - - - - 

 18,429 18,429 21,987 2009 3,558 3,558

- - - - - -

1,554,837



 3,409,458 3,538,784 1,854,621 financial statements 129,326 2010 65,245 64,081 (in thousandBaht) Separate

- - - -

1,389,250 3,264,011 3,792,565 1,874,761 362,360 528,554 100,468 2009 65,726 - - -          

159 NOTES TO THE FINANCIAL STATEMENTS 160 NOTES TO THE FINANCIAL STATEMENTS Annual Report 2010 Annual Report CPN

Movements duringtheyearsended31December2010and2009ofloansfrom related partieswere asfollows: At 31December Decrease Increase At 1January Total short-term loansfrom related parties At 31December Increase At 1January Other related parties At 31December Decrease Increase At 31December Decrease Increase At 1January Total long-termloansfrom related parties At 31December Decrease Increase At 1January Other related parties At 31December Decrease Increase At 1January Subsidiaries Long-term At 1January Subsidiaries Short-term loans

(18,429) (18,429) 18,429 18,429 3,558 3,558 3,687 3,687 2010 129 129 financial statements ------ - - - - - - -

Consolidated (248,173) (248,173) 105,014 105,014 161,588 161,588 18,429 18,429 3,429 3,429 3,558 3,558 2009

9 2 1 129 - - - - - - - - -

(1,681,578) (1,617,833) (1,617,833) (1,681,578) 1,282,350 1,763,280 1,763,280 1,282,350 3,264,011 3,264,011 3,409,458 3,409,458 528,554 528,554 129,326 129,326 2010 financial statements - - - - - - -

- - - - - (in thousandBaht)

Separate 1,256,223 1,256,223 3,816,640 3,816,640 3,264,011 3,264,011 (886,895) (804,448) (804,448) (886,895) 251,819 251,819 159,226 159,226 528,554 528,554 2009 - -    

   

Loans from fundscarryinterests attheratesrangingfrom 4.0%to7.0perannum. from Loans demand. subsidiaries and related on parties carry interests at the average repayableinterest rate of unsecured aredebt securities issued by the Company.loans The Baht. Thai in denominated and unsecured are parties related from Loans as at31December2010and2009follows: GroupThe enteredhas premiseand service into agreementslease relatedwith rentalThe parties. arefees service and payable Commitments withrelated parties Additionally the Company hashadCentralRealty ServiceCo.,Ltd.,asubsidiary, mortgageditsutility systemsascollateral. fund. the to located is Pinklao Plaza Central which on land the of its agreement rental transferring the under contract obligations and a right leasehold into entered has Company the guarantee, compliance As years. 10 than longer not aggregately but years three of period a of for time percent each renewable, 15 is agreement lease of year.The preceding band the in a charged rent average within the 2009 January from revision downward or upward either to subject be may which payment rental monthly make to obliged is Company the agreement, lease the to According 2010. December in ending years three of In 2007, the Company leased Central Plaza Pinklao Shopping Complex from Thai Business Fund 2, a related party, for a period The ThaiBusinessFund2 use landanditsconstructionstodevelopahotel,parkingandconventionhall. toagreed sub-lessee the agreement, the to According years. 29 for World Central at located construction its of part and land A subsidiary has entered into an agreement with Central Plaza Hotel Public Company Limited to sublease its leasehold right over of 30yearsendedin2023. party,relatedperiod a a Ltd., for Co., Store Department Central Hang with agreement lease land a into entered Company The of 30yearsendedin2024(Note33). party,relatedperiod a a Ltd., for Co., Store Department Central Hang with agreement lease land a into entered Company The subsidiary bypayingadvancerental fortheentire leaseperiodintheamountofBaht119million. In December 2010, a subsidiary entered into a land sublease agreement for a period of 28 years from 2010 to 2038 with another Total After fiveyears After oneyearbutwithinfiveyears Associate Provision forguaranteepayment Within oneyear Within Non-cancellable operatingleasecommitments

12,578 15,505 2,403 2010 2010 524 financial statements financial statements -

Consolidated Consolidated 12,927 30,965 15,575 2,178 2009 2009

0 7 4

 12,306 15,104 2,300 2010 2010 financial statements financial statements 498 -

(in thousandBaht) Separate Separate (in millionBaht) 12,927 30,965 15,575 2,178 2009 2009 0 7 4    

161 NOTES TO THE FINANCIAL STATEMENTS 162 NOTES TO THE FINANCIAL STATEMENTS Annual Report 2010 Annual Report CPN

Cash and cash equivalents of the Group and the Company as at 31 December 2010 and 2009 were denominated in Thai Baht. Total Call deposits 5 of Thailand (“the ultimate lessor”) upon expiry of the agreement together with certain equipment specified in the lease agreement. Titles over the buildings, premises or properties the Company renovate, develop or erect will be transferred to The State Railway Baht 14,016million. totallingperiod agreement the throughoutrent annual pay requiredto is Company the addition, In sheet. balance the on rights until 18 December 2028. The Company paid advance rental in the amount of Baht 2,162 million, which is classified as leasehold integrated improvements, components and their equipment of Central including Plaza Lardprao from buildings Central International Development parking Company Limited for and 20 years officeup shopping, and land subleased Company the 2009, In Central PlazaLardprao agreement withRobinsonNakarinCo.,Ltd. lease land the of termination the approving resolution a passed 2009, November 4 on held meeting, Directors’ of Board The Robinson NakarinCo.,Ltd. in suchassetsofCentralPublicCompanyLimitedandtheGroup. (Seenote33) invest to CPNRF allowing and assets the utilising further from Fund the prohibited that agreements related of termination and building the of redemption the for compensate to Fund’sassets, the of investor new a (“CPNRF”), Fund Property Leasehold Growth Retail CPN from million 695.0 Baht of payment received Fund the addition, agreement In repurchasemillion). 630 Baht the 2008: December under (31 Company the by advance in paid however, was, proceeds total the of million million. 705.0 1,248.0 Baht Baht totalling redemption such from proceeds the accepted and Limited, Company Service Realty with Pinklao Central Plaza Central of agreement lease systems utility the terminated Limited, Company Public Pattana Central with agreementssublease building and land terminated Fund the 2009, November 4 On termination. proceedingsrequiredsuch for and 2 Fund Business Thai The of termination the approving resolution a passed Fund the of unitholders the 2009, July 20 On (2) theterminationofFunditself. andparties, other and Fund the agreementswith terminate to and building consigned redeemthe early to right exercisethe to agreement,building consigned the under consigner a Company”), (“the Limited Company Public Pattana Central (1) approving resolutionspassed 2/2009 and 2/2007 1/2007, No.2/2006, Fund”) (“the 2 Fund Business Thai The of meeting unitholders The Cash onhand

Cash andcashequivalents

765,909 771,564 5,655 2010 financial statements

Consolidated 1,727,479 1,734,555 7,076 2009

243,648 245,878 2,230 2010 financial statements

(in thousandBaht) Separate 884,319 887,551 3,232 2009

Bad anddoubtfuldebtexpenses Net Less allowancefordoubtfulaccounts Other parties 7 Other investmentsoftheGroup andtheCompanyasat31December20102009were entirely denominatedinThaiBaht. Total Other equitysecurities Non-current Add unrealised holdinggain Equity securitiesavailable-for-sale Debt securitiesheld-to-maturities 6 Subsidiaries andotherrelated parties Short-term depositsatfinancialInstitutions Current

(reversal) fortheyear

Trade accounts receivable Other investments



Note 4

750,895 860,707 656,973 539,165 653,490 105,323 117,808 861,707 (3,483) 3,251 1,238 1,000 2010 2010 32 financial statements financial statements

Consolidated Consolidated 708,729 806,458 484,361 421,139 480,935 808,353 94,459 63,222 (3,426) 1,547 1,723 1,895 1,277 2009 2009

750,000 753,183 215,043 147,685 214,101 754,183 67,358 (1,220) 1,915 1,000 1,025 2010 2010 (942) financial statements financial statements 243

(in thousandBaht) (in thousandBaht) Separate Separate 598,937 601,271 195,522 7 1 7 , 4 4 1 193,328 602,271 50,805 (2,194) 1,295 1,000 1,318 1,025 2009 2009 14   



163 NOTES TO THE FINANCIAL STATEMENTS 164 NOTES TO THE FINANCIAL STATEMENTS Annual Report 2010 Annual Report CPN

Overdue: Aging analysesfortradeaccountsreceivable anddepositsfrom overdue customerswere asfollows: Overdue: credit terms Within Other parties Deposits from overdue customers Total Deposits received from overdue customerswere inexcessoftheoverdue receivables. Accounts receivable oftheGroup and the Companyasat31December2010and2009were denominatedinThaiBaht. The normalcredit termgrantedbytheGroup rangesfrom 1dayto30days. Deposits from overdue customers Net Less allowancefordoubtfulaccounts

Subsidiaries andotherrelated parties

Over 12months 6-12 months 3-6 months Less than3months credit terms Within Over 12months 6-12 months 3-6 months Less than3months



1,329,900 271,845 535,682 100,423 117,808 539,165 183,257 20,672 45,597 68,943 27,884 10,764 67,954 12,891 30,000 (3,483) 2010 financial statements

Consolidated 1,234,171 150,342 130,249 417,713 421,139 137,770 16,955 33,422 46,477 63,222 37,656 56,415 (3,426) 7,433 2,115 3,297 2009

146,743 147,685 596,003 14,416 38,088 29,179 59,677 27,837 67,358 14,076 16,916 45,031 8,454 2,092 4,308 2010 (942) financial statements

(in thousandBaht) Separate 142,523 144,717 547,863 42,396 55,894 43,223 18,841 50,805 17,487 32,492 (2,194) 5,436 2,187 9,272 2009 616 0 7 1     

has becometheCompany’s direct subsidiary. Ltd. Co., 3 Rama Service Realty Central purchase,respectively. the 2010 to July Subsequent 7 and June 22 on acquisition of from Central Pattana Rama 3 Co., Ltd., a direct subsidiary, at net book value of Baht 233 million. The Company paid for the cost indirectan Ltd., subsidiary,Co., 3 Rama purchasedService Company sharesRealty the commonCentral 2010, of June 16 On Central PattanaRama3Co.,Ltd.andRealtyService Rama3Co.,Ltd. distribution offinancialassistancetoaffected retailers, anduseasworkingcapitalduringtheProject’s renovation. compensation or return of rental deposit to the shopping plaza’s sub-lessee/tenants who terminated their sublease agreements, of payment (Project), Project Plaza World Central the of renovation for earmarked are recapitalisation the from proceeds The at Baht 3.85 per unit, totalling Baht 278 million, and 52.2 million units at Baht 10 per unit, totalling Baht 522 million, respectively. On 8 December 2010, the Company purchased additional issues of investment units type A and C of TBF4 for 72.1 million units Thai BusinessFund4(“TBF4”) At 31December Disposal ofinvestmentsandredemption ofinvestmentunits Acquisition ofinvestmentunits Acquisitions ofinvestments Movements ofinvestmentsinsubsidiariesandfundsfortheyearsended31December20102009were asfollows; 9 Total Others Prepaid expenses Other accountsreceivable Receivables from RevenueDepartment 8 At 1January Accrued income

Investments insubsidiariesandfunds Other current assets

Note 4, 9

1,479,163

302,275 138,342 567,324 416,855 54,367 2010 financial statements

Consolidated

122,397 402,712 915,226 333,618 35,111 21,388 2009

19,676,871 17,681,189 1,501,334 1,155,547 1,295,896 522,332 108,378 (27,984) 13,123 18,848 2010 2010 financial statements financial statements -

- (in thousandBaht) Separate Separate 17,681,189 15,382,018 (1,763,955) 3,773,096 1,132,190 1,490,582 244,208 290,030 102,206 11,978 2009 2009

165 NOTES TO THE FINANCIAL STATEMENTS 166 NOTES TO THE FINANCIAL STATEMENTS Annual Report 2010 Annual Report CPN respectively. namely Gloabal Retail Development & Investment Ltd. and Global Commercial Property Ltd. on 16 April 2010 and 23 April 2010 Kong Hong in entities legal additional two incorporated Ltd. Global CPN expansion, overseas aforementioned the Tosupport Subsequently aftertheacquisition,CPNGlobalCompanyLimited hasbecomethesubsidiaryofCompany. registered 10,000 shares at Baht 100 par value; 25% of which, or Baht 0.3 million, have been paid up as at 31 December 2010. mon shares of CPN Global Company Limited from a related party to support the Company’s overseas expansion. The subsidiary At the Company’s Board of Directors’ meeting held on 11 May 2010, the Board members approved the acquisition of 9,994 com- CPN GlobalCompanyLimited Accordingly, thesubsidiary’s newlyissuedshare capitalhasbeenfullypaidup. million. 435 Baht or issued, shares new the of 25% of capital unpaid remaining the for called subsidiary the 2010, May 31 On the MinistryofCommerce on18December2009. Baht 10 par value; 75% of which, or Baht 1,305 million, was paid up. The subsidiary registered the increase in share capital with atshares million 174 issuing by company’smillion the increase1,740 to Baht resolution by special registeredcapital a passed shareholders the 2009, August 25 on held Co.,Ltd. Kaen Khon Pattana Central of meeting shareholders extraordinary the At Central PattanaKhonKaenCo.,Ltd. of Commerce on4June2010. Ministry the with capital share in increase registeredthe subsidiary The up. paid fully been have issued shares new The value. par 10 Bath at shares million 0.4 issuing by million 4 Baht by company’scapital registeredthe increase to resolution special a passed shareholders the 2010, May 31 on held Ltd. Co., Avenue Food Central of meeting shareholdersextraordinary the At Central FoodAvenue Co., Ltd. the Companyeffectively holds100%ownershipinterests inbothsubsidiaries. as subsidiaries its and Company the of interests or proportions shareholding the on impact no have restructurings above The 2. 1. 99.9 percent directly andindirectly ownedbytheCompanyby: are which subsidiaries two of shareholdings the restructure to resolved 2010 August 10 on meeting Directors’ of Board The CP3’s shareholder whoholdsthesameshareholding percentage inCentralRealtyServiceRama3Co.,Ltd. the transfer of assets and liabilities from Central Realty Service Rama 3 Co., Ltd. Additional shares issued will be offered to support to million 324.7 Baht to currently million 126.7 Baht from 3, Rama Ratchda Plaza Central of space commercial of leasingthe is operation main whose (“CP3”), Ltd. Co., 3 Rama Pattana Central of sharecapital increasein the Registering transferred toCentralPattanaRama3Co.,Ltd.Currently, CR3isundergoingtheliquidationprocess. services at Central Plaza Ratchda Rama 3 Shopping Plaza. As part of the process, total assets and liabilities of CR3 will be Registering the dissolution of Central Realty Service Rama 3 Co., Ltd. (“CR3”), whose major operation was to provide utilities

Commerce on30December2009. the remaining unpaid capital totaling Baht 550 million. The subsidiary registered the increase in share capital with the Ministry of for call and share, per 100 Baht at shares million 5.5 by Company the of capital registered the increase to resolutions special At the extraordinary shareholders meeting on 28 December 2009 of Central Pattana Chonburi Co., Ltd., the shareholders passed Central PattanaChonburiCo.,Ltd. December 2009. 22 on process liquidation the completed and 2007 December 17 on dissolution the registered Ltd. TowerWorldCo., Central Central World Tower Co.,Ltd. (See Note4) and Exchange Commission. The Fund completed its liquidation process and registered for its termination on 29 December 2009. 2009 and, on 5 November 2009, the management company submitted a letter informing the Fund termination to the Securities At the unitholders meeting of the Thai Business Fund 2, the unitholders passed a resolution to terminate the Fund on 4 November The ThaiBusinessFund2 in theequitysectionofBalanceSheetunder“Reserveonbusinesscombinationinvolvingentitiescommoncontrol”. million 54.4 Baht of acquired assets net of value book the and control common under entities involving combination business of cost the between difference the recorded separately Company The repayment. debt to attributable was million 229.8 Baht at a cost of Baht 275 million. Of the total cost incurred, Baht 45.2 million was attributable to the shares purchase while the other Co., Ltd. from CRC Power Retail Co., Ltd., a related party, for the development of a shopping mall and other types of real estate The Company’s Board of Directors’ meeting on 4 November 2009 approved the purchase of ordinary shares of Thaipat Property - - resolution to: special a passed shareholders the 2010, February 2 on Co.,Ltd. Chiangrai CPN of meeting shareholders extraordinary the At CPN ChiangraiCo.,Ltd.(formerlyThaipatProperty Co.,Ltd.) capital withtheMinistryofCommerce on25March 2010. par value. 75% of the new share issues, or Baht 749.3 million, has been paid up. The subsidiary registered the increase in share resolutionincreasecompany’sspecial to the a 100sharesBaht million at 9.99 issuing by million registered999 Baht by capital passedshareholders the 2010, March 23 on Ltd. Co., Hotel Beach Pattaya CPN of meeting shareholdersextraordinary the At CPN PattayaBeachHotelCo.,Ltd. the MinistryofCommerce on15February2010. withcapital share in increaseregistered the subsidiary The up. paid been has million, 174.98 Baht or issues, share new the of 25% value. par 10 Baht at shares million 69.9 issuing by million 699 Baht by company’scapital registeredthe increase with theMinistryofCommerce on15February2010. change the company’s name from “Thaipat Property Co., Ltd.” to “CPN Chiangrai Co., Ltd.” The name change was registered

167 NOTES TO THE FINANCIAL STATEMENTS 168 NOTES TO THE FINANCIAL STATEMENTS Annual Report 2010 Annual Report CPN Investments in subsidiaries and funds as at 31 December 2010 and 2009 and dividend income from those investments for the years then ended were as follows: (in thousand Baht) Separate financial statements Ownership interest  Paid-up capital  Cost method Impairment  At cost - net Dividend income 2 0 1 0  2009 2 0 1 0  2009 2 0 1 0  2009 2 0 1 0  2009 2 0 1 0  2009 2 0 1 0  2009 (%) (in million Baht)

Subsidiaries  Central Pattana Rama 2 Co., Ltd. 100.0 100.0 1,500.0 1,500.0  1,500,000 1,500,000 - - 1,500,000 1,500,000 - -  Central Pattana Chiangmai Co., Ltd.  100.0 100.0 1,000.0 1,000.0 1,000,000 1,000,000 -  - 1,000,000 1,000,000 499,987 - 

Langsuan Realty Co., Ltd.  100.0 100.0 830.0 830.0 830,000 830,000 - - 830,000 830,000 - -

Central Pattana Rattanathibet Co., Ltd.  100.0 100.0 800.0 800.0 589,998 5 8 9 , 9 9 8  - - 589,998 5 8 9 , 9 9 8  412,999 - 

Central Realty Service Co., Ltd. 100.0 100.0 1.0 1.0 1,000 1,000 - - 1,000 1,000 157,989 184,987

Central Food Avenue Co., Ltd.  100.0 100.0 5.0 1 . 0  5,000 1,000 - - 5,000 1,000 - - 

Central World Co., Ltd. 100.0 100.0 2,511.9 2,511.9 2,412,733 2,412,733 - - 2,412,733 2,412,733 -  - 

Central Pattana Rama 3 Co., Ltd.  100.0 100.0 324.7 126.7 1,985,470 1,933,776 - - 1,985,470 1,933,776 101,460 72,200

CPN Pattaya Beach Co., Ltd.  100.0 100.0 1,500.0 1,500.0 1,499,999 1,499,999 - - 1,499,999 1,499,999 -  - 

Central Pattana Chonburi Co., Ltd.  100.0 100.0 900.0 9 0 0 . 0  808,984 808,984 - - 808,984 808,984 - - 

CPN Pattaya Beach Hotel Co., Ltd.  100.0 100.0 750.3 1.0 750,311 1,061 - - 750,311 1,061 -  -

CPN Construction Management Co.,Ltd.  100.0 100.0 1.0 1.0 9 9 9  999 - - 9 9 9  999 - -  CPN Chiangrai Co.,Ltd.

(formerly Thaipat Property Co.,Ltd.)  100.0 100.0 219.4 0.1 219,360 44,385 - -  219,360 44,385 - - 

Central Realty Service Rama 3 Co., Ltd.

(undergoing liquidation process)  100.0 - 175.0 - 181,282 - - - 181,282 - - - 

CPN Global Company Limited 100.0 - 0.3 - 2 5 0 - - - 2 5 0 -  - - 

Central Pattana Nine Square Co., Ltd. 87.1 87.1 1,250.0 1,250.0 1,089,200 1,089,200 (177,705) (177,705)  911,495 911,495 - -

Central Pattana Khon Kaen Co., Ltd.  78.1 78.1 2,000.0 1,565.0 1,562,683 1,222,800 (101,505) (101,505) 1,461,178 1,121,295 - - 

F u n d s 

The Thai Business Fund 4 (1) (2) 100.0 100.0 4,600.0 4,600.0  5,338,020 4,815,688 - - 5,338,020 4,815,688 - 691,516

Thai Business Fund 5 5 (1)  100.0 100.0 236.8 236.8 180,792 208,776 - - 180,792 208,776 235,052 219,262

The Thai Business Fund 2

(Liquidated on 29 December 2009) ------911,533

Total 19,956,081 17,960,399 (279,210) (279,210) 19,676,871 17,681,189 1,407,487 2,079,498

million (Maturing on 30 December 2009). As a result, the Company recognised an excess of acquirer’s interest in net fair value of 244.5 Baht of Aval and million 327.8 Baht to amounting cash in made was payment The income). dividend accrued (including WorldmillionTowerCentral 572.3 shareholding proportionof Baht the interests totaling on minority fromthe Limited Company Limited and ordinary shares and/or rights to receive cash and/or any benefits of the remaining assets after the liquidation based On 1 April 2009, the Company acquired investment units of The Thai Business Fund 4, ordinary shares of Central World Company

At 31December Gain onleaseunderfinancelease, Dividend income Acquisition ofinvestment Share ofnetprofit ofinvestment-equity method Movements ofinvestmentinassociatefortheyearsended31December2010and2009were asfollows: 10 have rightstoreceive thedividends(InvestmentunitstypeC). that units of proportion and capital on effect no had purchase unit investment Such 4). note (See million 1,794.4 Baht totaling institutions financial from 4 Fund Business Thai The of B and A type units investment purchased Company the 2009, During type CtotalingBaht941.2millionincludingdividendpayabletotheCompanyof865.9(Seenote4). units investment of payable recordeddividend and appropriated 4 Fund Business Thai the 2009, December 31 at As payable. dividendfor payment the (4) and payments debt other reservedfor cash of deduction the (3) B, and A type units investment to capitalredemptionof the (2) B, and A type units investment to payable and paid dividend the (1) remainingafter cash net than lessbe not should which C type units investment for policy payment dividend the amended 4 Fund Business Thai the 2009, In Property Co.,Ltd.,(indirect subsidiary),atbookvalueofBaht335.6million(includingaccrueddividendincome). During 2009, the Company purchased 6.3% of investment units of the Thai Business Fund 4 which was held by Bangna Central aquiree’s identifiable assets, liabilities and contingent liabilities over cost in the statement of income amounting to Baht 66.0 million. (2) (1) 811,066,985.8. As a result, the Company now holds a total of 454,928,022 units, and the percentage of its investment in investment its of percentageCPNRF haschanged from 33.33% to27.80%afterthecapitalincrease. the and units, 454,928,022 of total a holds Bahtnow totaling Company the unit, result, per a Baht As 8.90 811,066,985.8. of price offering an at unitholder existing an as entitlement its on Fund based Property (“CPNRF”) Leasehold Growth Retail CPN of units investment additional 91,131,122 allocated been has Company The At 1January

portion oftheCompany receive dividendssubordinated totheothertypesofunitholders(typeAandB). The ThaiBusinessFund4 torights have which C) (type units investment are 5 Fund Business Thai The and 4 Fund Business Thai The in Investments Investment inassociate

2,617,780 2,684,150 (408,753) 475,123 2010 financial statements - -

Consolidated

2,354,752 2,617,780 (354,265) (644,316) 450,542 811,067 2009

4,446,171 4,446,171 2010 financial statements - - - -

- - -

(in thousandBaht) Separate 3,635,104 4,446,171 811,067 2009

169 NOTES TO THE FINANCIAL STATEMENTS 170 NOTES TO THE FINANCIAL STATEMENTS Annual Report 2010 Annual Report CPN Investment in associate as at 31 December 2010 and 2009 and dividend income from the investment for the years then ended were as follows: (in thousand Baht) Consolidated financial statements Market price of Ownership interest  Paid-up capital  Cost method Equity method listed securities Dividend income  2010 2009 2010 2009 2010 2009 2010 2009 2010 2009 2010 2009 (%) Associate CPN Retail Growth Leasehold Property Fund 27.8 27.8 15,763,958 15,763,958 4,446,171 4,446,171 2,684,150 2,617,780 5,413,643 4,208,084 408,753 354,265

(in thousand Baht) Separate financial statements Market price of Ownership interest Paid-up capital Cost method listed securities Dividend income 2553 2552 2553 2552 2553 2552 2553 2552 2553 2552 (%) A s s o c i a t e  CPN Retail Growth Leasehold Property Fund 27.8 27.8 15,763,958 15,763,958 4,446,171 4,446,171 5,413,643 4,208,084 408,753 354,265

Siam RetailDevelopment

Net Less allowanceforimpairment Total investment,atcost Square RitzPlazaCo.,Ltd. Ayudhaya Agrocity Co.,Ltd. 11 Total CPN RetailGrowth Leasehold 2009 Total CPN RetailGrowth Leasehold  is notadjustedforthepercentage ofownershipheldbytheGroup: methodequity the using for accounted been has which company associated of information financial summarised following The 2010

Property Fund Property Fund

Long-terminvestments-related parties

  

 Co., Ltd.



Ownership (%) 27.8 27.8 Ownership interest

2010 2 1 12 12 15

(%) 18,439,627 18,290,333 18,439,627 18,290,333 2009 assets 12 5 1 Total  

(131,647) 131,647 financial statements 2010 50,397 15,000 66,250 Consolidated 1,869,766 1,481,747 1,869,766 1,481,747 liabilities

-

Total (131,647) 131,647  50,397 15,000 66,250 2009

-

 1,498,062 2,279,056 1,498,062 2,279,056 revenues Total financial statements 2010  (in thousandBaht) (in thousandBaht) Separate

- - - - - -

  1,451,663 1,708,965 1,451,663 1,708,965 2009 profit t e N - - - - - -             

171 NOTES TO THE FINANCIAL STATEMENTS 172 NOTES TO THE FINANCIAL STATEMENTS

12 Property and equipment 2010 Annual Report CPN

(a) The Group (in thousand Baht) Consolidated financial statements Buildings and Transportation  a n d Construction Projects under  Land improvements office equipment  in progress development Total 

Cost At 1 January 2009  4,380,335 26,055,097 860,533 820,322 8,956,408 41,072,695 Additions  1,346,225 554,177 224,295 833,605 6,242,658 9,200,960 Transfers - net 1,976,542 9,630,957 30,647 (941,982) (10,830,561) (134,397) Disposals/write-off  - (1,666,890) (92,269) - - (1,759,159) Transfer to leasehold rights  - - - - (138,164) (138,164)

At 31 December 2009 and 1 January 2010 7,703,102 34,573,341 1,023,206 711,945 4,230,341 48,241,935 Additions  10,298 166,152 207,365 3,399,202 2,846,398 6,629,415 Transfers - net - 4,342,467 36,398 (2,837,054) (1,541,811) - Disposals/write-off  - (1,386,600) (42,172) (8,676) - (1,437,448) At 31 December 2010  7,713,400 37,695,360 1,224,797 1,265,417 5,534,928 53,433,902

Accumulated depreciation At 1 January 2009  - 7,989,163 563,148 - 859,462 9,411,773 Depreciation charge for the year  - 1,628,004 129,850 - - 1,757,854 Transfers - net - - - - (134,397) (134,397) Disposals/write-off  - (734,188) (77,776) - - (811,964) Transfer to leasehold rights - (411,267) - - (3,589) (414,856)

At 31 December 2009 and 1 January 2010 - 8,471,712 615,222 - 721,476 9,808,410 Depreciation charge for the year - 1,866,439 153,221 - - 2,019,660 Transfers - net - 14,495 (14,495) - - - Disposals/write-off  - (523,861) (37,719) - - (561,580) At 31 December 2010 - 9,828,785 716,229 - 721,476 11,266,490 (in thousand Baht) Consolidated financial statements Buildings and Transportation  a n d Construction Projects under  Land improvements office equipment  in progress development Total 

Net book value At 1 January 2009 Owned assets 4,380,335 18,065,934 295,520 820,322 8,096,946 31,659,057 Asset under financial lease - - 1,865 - - 1,865

4,380,335 18,065,934 297,385 820,322 8,096,946 31,660,922

At 31 December 2009 and 1 January 2010 Owned assets 7,703,102 26,101,629 406,662 711,945 3,508,865 38,432,203 Asset under financial lease - - 1,322 - - 1,322

7,703,102 26,101,629 407,984 711,945 3,508,865 38,433,525

At 31 December 2010 Owned assets  7,713,400 27,866,575 501,879 1,265,417 4,813,452 42,160,723 Asset under financial lease - - 6,689 - - 6,689 7,713,400 27,866,575 508,568 1,265,417 4,813,452 42,167,412

173 NOTES TO THE FINANCIAL STATEMENTS 174 NOTES TO THE FINANCIAL STATEMENTS Annual Report 2010 Annual Report CPN of Baht17,555million(2009:10,888million). As at 31 December 2010, long-term borrowings, as discussed in note 17, are secured by the Group’s properties with book values Collateral The Group’s projects underdevelopmentconsistof4shoppingcentre andoffice buildingdevelopmentprojects. Property andequipmentare primarilyheldforoperatinglease. - - - During 2009,theGroup: - - During 2010,theGroup:

ucae ln wrh ah 4. mlin rm tid at fr uue eeomn o a hp ulig n department and building shop a of development future for party third a from million 148.8 Bath worth land purchased department and building shop a of development future for party third a from million 449.8 Baht worth land purchased payment wasmadeincashforBaht132.9millionandavalBaht108(maturingon10November2010). The million. 240.9 Baht of cost a at store department and complex shopping a develop to party third a from land acquired land andproperties wasregistered on7April2009. store and hotel for renovation and development of a new shopping complex and a hotel. The transfer of the ownership of the department complex, shopping land, freehold comprising party third a fromProject Complex Charoensri of assets acquired store. departmentand building shop a of construction and development for million 300 Baht for party third a from land purchased (maturing on28August2010). million 48.8 Baht of amount the in aval in and million 100.0 Baht of amount the in cash in made were payments The store. store; and

(b) The Company (in thousand Baht) Separate financial statements Buildings and Transportation  a n d Construction Projects under  Land  improvements office equipment  in progress development Total 

Cost At 1 January 2009 1,084,107 6,167,736 332,950 559,429 650,662 8,794,884 Additions - 203,365 67,265 232,884 123,469 626,983 Transfers - net  - 648,889 4,022 (652,911) - - Disposals / write-off  - (1,638,964) (41,337) - (128,469) (1,808,770)

At 31 December 2009 and 1 January 2010 1,084,107 5,381,026 362,900 139,402 645,662 7,613,097 Additions - 80,365 68,058 648,174 - 796,597 Transfers - net - 78,935 691 (79,626) - - Disposals / write-off  - (3,913) (3,474) (6,216) - (13,603)

At 31 December 2010 1 , 0 8 4 , 1 0 7  5 , 5 3 6 , 4 1 3  4 2 8 , 1 7 5  7 0 1 , 7 3 4  6 4 5 , 6 6 2  8 , 3 9 6 , 0 9 1 

Accumulated depreciation  At 1 January 2009 - 1,270,759 190,790 - - 1,461,549 Depreciation charge for the year - 348,707 53,841 - - 402,548 Disposals / write-off - (708,732) (34,187) - - (742,919)

At 31 December 2009 and 1 January 2010 - 910,734 210,444 - - 1,121,178 Depreciation charge for the year - 327,100 57,044 - - 384,144 Disposals / write-off - (104) (2,812) - - (2,916) At 31 December 2010 - 1,237,730 264,676 - - 1,502,406

175 NOTES TO THE FINANCIAL STATEMENTS 176 NOTES TO THE FINANCIAL STATEMENTS Annual Report 2010 Annual Report CPN (in thousand Baht) Separate financial statements Buildings and Transportation  a n d Construction Projects under  Land improvements office equipment  in progress development Total 

Net book value At 1 January 2009 Owned assets 1,084,107 4,896,977 140,295 559,429 650,662 7,331,470 Assets under financial lease - - 1,865 - - 1,865

1,084,107 4,896,977 142,160 559,429 650,662 7,333,335

At 31 December 2009 and 1 January 2010 Owned assets 1,084,107 4,470,292 151,134 139,402 645,662 6,490,597 Assets under financial lease - - 1,322 - - 1,322

 1,084,107 4,470,292 152,456 139,402 645,662 6,491,919

At 31 December 2010 Owned assets 1,084,107 4,298,683 156,810 701,734 645,662 6,886,996 Assets under financial lease - - 6,689 - - 6,689  1,084,107 4,298,683 163,499 701,734 645,662 6,893,685

During 2009, the Company: - purchased land from a third party at the cost of Baht 126 million for future development and construction of shopping complex and department store. As at 31 December 2009, the Company sold such land to an entity under the Group.

Collateral As at 31 December 2010, long-term borrowings, as discussed in note 17, are secured by the Company’s properties with book values of Baht 4,399 million (2009: Baht 3,264 million). At 31December2010 and buildingsforwhichtherents havebeenprepaid. land over rights leasehold for paid advance the with net presented is agreement lease long-term under obligation 2009):The Leases. (revised 17 TAS to according amortisation systematic and paid rent actual the between difference the from resulted which million) 1,563 Baht (2009: million 1,980 Baht to amounting agreement lease long-term under obligation has Group The At 31December2010 At 31December2009and1January2010 At 1January2009 Net bookValue Obligation underlong-termoperatingleases Amortisation chargefortheyear At 31December2009and1January2010 Obligation underlong-termoperatingleases Transfer from projects underdevelopment Transfer from buildingsandimprovements Write-off Amortisation chargefortheyear At 1January2009 Accumulated amortisation At 31December2010 Additions At 31December2009and1January2010 Transfer from projects underdevelopment Write-off Additions 13 At 1January2009 Cost Leasehold rights

financial statements Consolidated 4,443,006 3,116,011 7,559,017 5,361,824 3,312,127 2,049,697 3,690,595 3,869,198 7,559,793 2,286,635 (111,659) (227,606) 411,267 416,608 410,782 138,164 336,579 352,335 3,589 776

financial statements (in thousandBaht) Separated 2,053,976 2,609,831 1,685,804 2,636,084 2,271,335 (111,659) (227,606) 555,855 566,102 297,498 268,604 950,280 267,506 264,782 126,919 134,128 26,253 - - -

177 NOTES TO THE FINANCIAL STATEMENTS 178 NOTES TO THE FINANCIAL STATEMENTS Annual Report 2010 Annual Report CPN At 1January2009 Cost

Net Deferred taxliabilities, net Deferred taxassetsandliabilitiesare included intheconsolidatedandseparatebalancesheetsasfollows: 15 rights are amortisedfrom theusagecommencementdates. During the year 2009, the Group secured assets usage rights for the benefit of the Group’s business. The costs of securing such At 31December2010 At 31December2009and1January2010 At 1January2009 Net bookvalue At 31December2010 Amortisation chargefortheyear At 31December2009and1January2010 Amortisation chargefortheyear At 1January2009 Accumulated amortisation At 31December2010 Disposal At 31December2009and1January2010 Additions 14 Deferred taxassets, net

Deferred tax Intangible assets

(1,677,091) 1,064,144 (612,947) 2010 financial statements

Consolidated (1,812,014) (880,353) 931,661 2009

Consolidated financialstatements Assets usagerights (569,968) (569,968) 2010 financial statements 217,543 174,906 217,312 183,677 217,236 165,572 42,637 33,635 51,664 9,027 9,002 - (307)

- (in thousandBaht) (in thousandBaht) 231 Separate (701,341) (701,341) 2009

Net Total Gain onleaseunderfinance Deferred taxliability Total Other provisions Liabilities underlong-termoperatingleases Deposits from customers Allowance forimpairment Net Total Gain onleaseunderfinance Unearned revenueUnearned Deferred taxliabilities Total Other provisions Liabilities underlong-termoperatingleases Deposits from customers Building underconsignmentsale Allowance forimpairment Movements indeferred taxassetsandliabilities,priortooffsetting ofbalances,were asfollows: Allowance fordoubtfulaccounts Deferred taxassets Allowance fordoubtfulaccounts Deferred taxassets

At 1January At 1January (1,141,181) (2,159,375) (1,812,015) (1,141,181) 1,279,022 (701,341) (880,353) (347,360) 121,376 207,108 439,840 347,361 155,129 308,268 288,155 2010 2010 79,434 78,279 49,480 49,851 34,421

Consolidated financialstatements

Separate financialstatements income (note29) income (note29) (charge) /credit (charge) /credit to statementof to statementof 134,924 131,373 267,406 157,530 109,876 (11,594) (49,198) (48,806) (22,606) (14,369) 40,637 90,736 80,251 80,251 90,736 22,606 23,953 85,810 26,821 -

(in thousandBaht) (in thousandBaht) At 31December At 31December (1,050,445) (2,001,845) (1,677,091) (1,050,445) 1,388,898 (569,968) (612,947) (324,754) 121,376 195,514 480,477 159,685 158,530 324,755 179,082 394,078 314,976 2010 2010 20,052 1,045

282

179 NOTES TO THE FINANCIAL STATEMENTS 180 NOTES TO THE FINANCIAL STATEMENTS Annual Report 2010 Annual Report CPN Net Total Gain onleaseunderfinance Unearned revenueUnearned Deferred taxliabilities Total Other provisions Liabilities underlong-termoperatingleases Deposits from customers Building underconsignmentsale Allowance forimpairment Net Total Gain onleaseunderfinance revenueUnearned Deferred taxliabilities Total Other provisions Liabilities underlong-termoperatingleases Deposits from customers Building underconsignmentsale Allowance forimpairment Allowance fordoubtfulaccounts Deferred taxassets Allowance fordoubtfulaccounts Deferred taxassets

At 1January At 1January (1,420,136) 1,439,236 (334,898) (715,325) (334,898) (704,811) 121,376 206,620 347,229 682,127 337,384 707,297 159,866 235,299 240,504 2009 2009 19,100 49,072 49,516 14,429

- - - Consolidated financialstatements

Separate financialstatements income (note29) income (note29) (charge) /credit (charge) /credit to statementof to statementof (1,048,570) (1,141,181) (1,096,690) (899,453) (242,287) (806,283) (739,239) (160,214) (337,384) (359,936) 334,898 357,451 79,434 78,279 72,969 19,992 47,651 (4,737) 488 408 335 -

(in thousandBaht) (in thousandBaht) At 31December At 31December (1,141,181) (2,159,375) (1,141,181) (1,812,015) 1,279,022 (701,341) (880,353) (347,360) 121,376 207,108 439,840 347,361 155,129 308,268 288,155 2009 2009 79,434 78,279 49,480 49,851 34,421

- -

Current portionoflong-termloansfrom Secured current portionoflong-term Unsecured short-termloansfrom 17 Total Guarantees forleaseholdrights Deposits andotherrights taxdeducted Withholding 16 Unsecured short-termloansfrom Current Accrued interest receivable

financial institutions - unsecured - secured institutional investors loans from financialinstitutions related parties Interest-bearing liabilities Other non-current assets

Note Note 4 4

1,100,000 1,380,089 4,093,614 1,609,838 1,500,000 109,838 135,456 294,766 13,718 50,515 95,077 3,687 2010 2010 financial statements financial statements

Consolidated Consolidated 1,813,405 1,609,838 1,500,000 200,009 282,699 109,838 355,504 16,804 56,001 3,558 2009 2009

- -

1,100,000 - 3,279,376 1,500,000 1,500,000 550,050 135,456 - 129,326 163,971 13,118 15,397 2010 2010 financial statements financial statements - -

- (in thousandBaht) (in thousandBaht) Separate Separate 2,153,564 1,500,000 1,500,000 125,010 171,319 528,554 202,581 16,204 15,058 2009 2009

181 NOTES TO THE FINANCIAL STATEMENTS 182 NOTES TO THE FINANCIAL STATEMENTS Annual Report 2010 Annual Report CPN

-

The periodstomaturityofinterest-bearing liabilities,asat31Decemberwere asfollows: Total - Long-termloansfrom institutionalinvestors Secured long-termloansfrom financial

Secured interest-bearing liabilitiesasat 31Decemberwere secured onthefollowingassets: Total After fiveyears After oneyearbutwithinfiveyears Total Buildings andimprovements Leasehold rightsoverland

Unsecured long-termloansfrom Non-current Within oneyear Within Land

unsecured secured institutions related parties





Note 4



14,994,681 10,399,771 19,088,295 19,088,295 17,554,698 14,256,458 14,710,681 9,800,000 4,594,910 4,093,614 2,470,142 599,771 284,000 828,098 2010 2010 2010 financial statements financial statements financial statements -

Consolidated Consolidated Consolidated 14,878,028 10,409,609 16,691,433 16,691,433 10,888,210 14,503,198 9,700,000 4,449,990 1,813,405 1,693,612 8,708,854 709,609 374,830 485,744 18,429 2009 2009 2009

15,159,408 18,438,784 18,438,784 15,159,408 9,800,000 9,800,000 1,949,950 3,279,376 3,409,458 4,398,590 3,524,165 874,425 2010 2010 2010 financial statements financial statements financial statements - - -

(in thousandBaht) (in thousandBaht) (in thousandBaht) Separate Separate Separate 15,339,001 17,492,565 17,492,565 14,964,171 9,700,000 9,700,000 2,374,990 2,153,564 3,264,011 3,263,956 2,442,856 374,830 821,100 2009 2009 2009 - - -     

 a guaranteebytheCompany. Asat31December 2010, thefirstportionofBaht500millionhasbeendrawndown. borrowingthe for collateral as building and land pledged a and land to right leasehold its used subsidiary withThe instalments. down. The loan bears interest at MLR-1.75% per annum and the first repayment due in January 2011. The loan is payable in 60 drawn is loan of portion first Thethe that date bank. the from years 2 commercial of period grace local a covers and a years 7 of from period a for million is agreement 1,000 Baht of Baht Thai in denominated loan a has subsidiary a 2009, During 1,250 millionhasbeendrawndown. instalments. The subsidiary used its land and a pledged building as collateral for the borrowing. As at 31 December 2010, Baht down. The loan bears interest at MLR-2.00% per annum and the first repayment due in October 2010. The loan is payable in 60 drawn is loan of portion first Thethe that date bank. the from years 2 commercial of period grace local a covers and a years 7 of from period a for million is agreement 1,500 Baht of Baht Thai in denominated loan a has subsidiary a 2009, During by theCompany. As at31December2010,theloanfacilityhasbeencompletelyutilised. The subsidiary used its leasehold rights to land and a pledged building as collateral for the borrowing, which is also guaranteed instalments.60 in payable is loan The 2011. February in repaymentdue first the and annum per % MLR-2.00 interestat bears is for a period of 7 years and covers a grace period of 2 years from the date that the first portion of loan is drawn down. The loan During 2009, a subsidiary has a loan denominated in Thai Baht of Baht 2,000 million from a local commercial bank. The agreement three-month periodatafloatinginterest rateof3MFDR+1.15%perannum. every interest pay debentures The 2012. June 9 on maturing years, 2 of maturity to term the with debentures unsecured and unsubordinateddenominated, Baht Thai of worth million 500 Baht investors institutional to issued Company the 2010, June In as itcametomaturityinthemonth. (CPN10DA)2/2547 No. debentureunsubordinated and unsecured billion 1.5 Baht retiredits Company the 2010, December In 31 December2010,theCompanyhasalready utilisedBaht700millionofthesaidfacility. atAs 2011. December in beginning each, million 125 Baht than less not of installments quarterly in principle return and month the of day working last the on interest pay to agrees Company The 2014. September of end the by p.a., 1.20% plus THBFIX atcharge interest carries which amount, down drawn the repay completely shall Company the that stipulates agreement Such In December 2010, the Company entered into a Baht 1.5 billion credit facility (Term Loan) agreement with a financial institution. 2010, theCompanyhasalready utilisedBaht500millionofthesaidfacility. December 31 at As p.a. 1.05% plus 1M-THBFIX at onwards 2012 January 1 from and rate; market the at 2011 December 31 last until date drawdown the first the frominterest pay to agrees on Company The 2012. January in each beginning month, the of day million working 50 Baht of installments monthly 30 in principle the repays Such Company institution. the financial that a stipulates agreement with agreement facility credit billion 1.5 Baht a into entered Company the 2010, December In maturity of5years,maturingon28December2015,andpayinterest everysix-monthperiodat3.95%perannum. toterm registered,debentureholders’representative. unsecureddebenturesdebentureshave without unsubordinatedand The name denominated, Baht Thai of worth million 500 Baht placement private through issued Company the 2010, December In As at31December2010theGroup hadunutilisedcredit facilitiestotallingBaht5,005million(2009:6,633million).

183 NOTES TO THE FINANCIAL STATEMENTS 184 NOTES TO THE FINANCIAL STATEMENTS Annual Report 2010 Annual Report CPN to institutionalinvestorsandmaturingin2012,bearinginterest rateat4.00%perannum. During 2009, the Company issued unsecured and unsubordinated debentures, denominated in Thai Baht 1,000 million, offered Bank. Thewithdrawalwasmadeon14July2009. On 3 June 2009, the Board of Directors approved the registration to withdrawn a land mortgage of a subsidiary from the mortgage to institutionalinvestorsandmaturingin2014,bearinginterest rateat4.75%perannum. During 2009, the Company issued unsecured and unsubordinated debentures, denominated in Thai Baht 1,000 million, offered to institutionalinvestorsandmaturingin2013,bearinginterest rateat4.50%perannum. During 2009, the Company issued unsecured and unsubordinated debentures, denominated in Thai Baht 3,200 million, offered to institutionalinvestorsandmaturingin2011,bearinginterest rateat4.80%perannum. During 2008, The Company issued unsecured and unsubordinated debentures, denominated in Thai Baht 1,500 million, offered offered toinstitutionalinvestorsandmaturingin2012,bearinginterest rate4.25%perannum. During the year 2007, the Company issued unsecured and unsubordinated debentures, denominated in Thai Baht 3,000 million, Minimum LoanRate(MLR)less1.55%perannum. at and annum per 6.39% at rates interest bearing 2009, in maturing and investors institutional offeredto million 1,500 Baht of During the year 2006, the Company issued unsecured and unsubordinated debentures, denominated in Thai Baht in the amount institutional investorsandmaturingin20092010,bearinginterest ratesof4.20%and5.24%perannum,respectively. tooffered Baht, Thai in denominated debentures, unsubordinated and unsecured issued Company the 2004, year the During interest atMLR-2.0%perannum.Theloanispayablein60instalments.Companyusesitslandandbuildingascollateral. from million 2,500 Baht of amount the a local commercial in bank. The agreement Baht is for a Thai period of 7 years in and no principal denominated is payable until October is 2010. The loan which bears loan a obtained Company The 2008, During subsidiary hasdrawndownBaht800millionofthefacility. the 2010, December 31 at Company.As the by guarantee a with borrowing the for collateral as building pledged a and land down. The loan bears interest at MLR-2.00% per annum. The loan drawnis is loan payable of in portion first 60 Thethe that instalments. date bank. The the from years subsidiary 2 commercial used of period its grace local a subleased covers and a years 7 of from period a for million is agreement 1,000 Baht of Baht Thai in denominated loan a has subsidiary a 2009, During

Effective interest rates and reprising / maturing analysis (in thousand Baht) Consolidated financial statements Fixed interest rate maturing  Effective Floating T o t a l  interest rate interest rate  Within 1 year  In 1 to 5 years After 5 years carrying value Fair value (%) 2010 Long-term loans from financial institutions and institutional investors 4.38 7,449,000 1,520,988 9,830,620 284,000 19,084,608 19,239,720

2009 Long-term loans from financial institutions and institutional investors 4.67 5,312,864 1,520,988 9,835,594 -  16,669,446 16,976,030

(in thousand Baht) Separate financial statements Fixed interest rate maturing  Effective Floating T o t a l  interest rate interest rate  Within 1 year  In 1 to 5 years After 5 years carrying value Fair value (ร้อยละ) 2010 Long-term loans from financial institutions and institutional investors 4.39 4,200,000 1,500,000 9,200,000 - 14,900,000 14,998,597

2009 Long-term loans from financial institutions and institutional investors 4.47 2,500,000 1,500,000 9,700,000 - 13,700,000 13,939,752

185 NOTES TO THE FINANCIAL STATEMENTS 186 NOTES TO THE FINANCIAL STATEMENTS Annual Report 2010 Annual Report CPN

At 1January Authorised Aval payable Other accountspayable Retention payable 19 Shopping Complex. Pinklao Plaza Central from earned (CPNRF) Fund Property Leasehold Growth Retail CPN which commission) leasing (before income property net 2010 the of shortfall the for compensate to 33, note in discussed as payment, guarantee for provision a as 2009 in allocated previously million 30.97 Baht of out million 14.7 Baht of disbursement recorded Company the 2010, In 18 Total Others income Unearned Accrued interest expense - At 31December - At 1January Issued andpaid-up - At 31December - 20 Accrued expenses ordinary shares ordinary shares ordinary shares ordinary shares Other current liabilities Provision forguaranteepayment Share capital

Par Value (in Baht) Note 1 1 1 1 12

2,178,816 2,178,816 1,357,730 2,178,816 2,178,816 2,656,778 Number 103,245 325,841 412,310 397,910 59,742 2010 financial statements -

Consolidated 2010

2,178,816 2,178,816 1,142,066 2,178,816 2,178,816 2,669,527 108,000 128,312 268,091 644,698 315,207 Baht 63,153 2009

(thousand share /thousandBaht) 2,178,816 2,178,816 2,178,816 2,178,816 Number 478,441 946,322 155,236 155,352 42,530 60,601 54,162 2010 financial statements -

- (in thousandBaht) 2009 Separate 2,178,816 2,178,816 2,178,816 2,178,816 458,922 975,888 127,025 183,221 124,247 Baht 63,153 19,320 2009

 Segment 3 Segment 2 Segment 1 The Group comprisesthefollowingmainbusinesssegments: Business segments reasonable basis. a on allocated be can that those as well as segment a to attributable directly items include assets and results Segment segments, isbasedontheGroup’s reporting managementandinternal structure. businessformat, primary Group’sThe the segments. of respectgeographic in and presented business is information Segment 22 not lessthan10%oftheregistered authorisedcapital.Thelegalreserve isnotavailablefordividenddistribution. profit, less any accumulated losses brought forward, to a reserve account (“legal reserve”), until this account reaches an amount net annual its of 5% than less not allocate shall company a that requires 2535 B.E. Act Companies Public the of 116 Section Legal reserve of thefinancialstatementsforeign operations. The currency translation differences account within equity comprises all foreign currency differences arising from the translation Currency translationdifferences investments. available-for-sale of value fair the in changes net cumulative to relate equity shareholders’ in recognised changes value Fair Fair valuechanges disposed of. otherwiseor are sold respectivesubsidiaries the retaineduntil be will and non-distributable is It acquisitions. of costs the over The reserve represents the excess of the book values of subsidiaries acquired in transactions involving common control entities Reserve onbusinesscombinationinvolvingentitiesundercommoncontrol the par value of the shares issued as a reserve account (“share premium”). Share premium is not available for dividend distribution. Section 51 of the Public Companies Act B.E. 2535 requires companies to set aside share subscription monies received in excess of Share premium 21 Segment information Additional paid-incapitalandreserve Hotel business Sales offoodandbeverageintheshoppingcentres utility services,operatorofplaylandandwaterthemeparkintheshoppingcentre buildings provisionof rent including for condominiums and officecentrebuilding buildings, shopping of Development

187 NOTES TO THE FINANCIAL STATEMENTS 188 NOTES TO THE FINANCIAL STATEMENTS Annual Report 2010 Annual Report CPN Financial information by business segments (in thousand Baht) Segment 1 Segment 2 Segment 3 Total  2010 2009 2010 2009 2010 2009 2010 2009

Revenues 9,822,419 10,178,473 550,031 639,429 157,451 116,354 10,529,901 1 0 , 9 3 4 , 2 5 6 

Segment results 3,438,824 4,060,394 79,660 106,564 90,371 70,620 3,608,855 4,237,578

Interest income 225,724 27,337 Gain on lease under finance lease - 3,206,942 Other income 1,116,954 1,545,393 Share of profits from investments accounted for using the equity method 475,123 450,542 Administrative expense (2,010,588) (1,993,570) Management benefits expenses ( 8 4 , 1 1 0 ) (80,058) Losses from write-off of assets (775,000) -  Profit before finance cost and income tax expenses  2,556,958 7,394,164 Finance cost  ( 6 8 8 , 2 9 0 )  (745,181) I n c o m e t a x  (724,968) (1,699,258) Profit after tax  1,143,700 4,949,725 Net (profit) loss of minority interest  (13,201) 1,898 Net profit for the year 1,130,499 4,951,623

Fixed assets by segment (As at 31December)  40,218,025 38,023,681 68,402 81,941 1,880,985 327,903 42,167,412 38,433,525

Total assets by segment (As at 31December)  51,953,664 50,446,418 80,076 100,630 1,798,823 348,402 53,832,563 50,895,450

Compensation from terminationoffund Management fees 24 Total Interest income 23 Rental expenses Utilities expenses Finance cost Depreciation /Amorisation Expenses classifiedbynature were asfollows: 25 Total Others Expenses claimedbytenants Dividend income Personal expenses

Other income Investment income Expenses bynature

Note Note 27 28 4

2,356,239 2,118,661 1,195,976 1,116,863 225,724 354,904 209,520 477,779 225,814 552,439 688,290 2010 2010 2010 financial statements financial statements financial statements 90 -

Consolidated Consolidated Consolidated 2,110,189 2,112,849 1,034,534 1,545,333 288,633 261,733 457,498 659,000 335,967 745,180 27,337 27,397 2009 2009 2009

60

1,816,330 2,581,551 765,221 511,063 338,537 965,330 126,476 807,090 822,498 423,190 786,905 60,771 2010 2010 2010 financial statements financial statements financial statements -

- (in thousandBaht) (in thousandBaht) (in thousandBaht) Separate Separate Separate 2,433,824 2,881,824 448,000 536,676 400,688 762,440 475,698 747,267 699,044 216,321 806,904 82,035 2009 2009 2009  

189 NOTES TO THE FINANCIAL STATEMENTS 190 NOTES TO THE FINANCIAL STATEMENTS Annual Report 2010 Annual Report CPN

Contribution todefinedcontributionplans 27 Total Others Administrative Personnel 26 are managedbyalicensedFundManager. andentities juristic as Finance of Ministry areregisteredthe providentfunds with The salaries. basic employees’ of 10% to 3% fromranging rates Groupat the and employees the by separately and monthly aremade Contributions basis. voluntary a on is fundsthe to Membership Groupemployees. the providentits by comprise for established plans funds contribution defined The Total Others Wages andsalaries Marketing

Employee benefitexpenses Administrative expenses

1,195,976 2,010,588 545,392 900,095 481,252 275,759 123,320 860,624 20,122 2010 2010 financial statements financial statements

Consolidated Consolidated 1,034,534 1,993,570 693,299 915,529 443,181 100,695 113,023 744,067 18,310 2009 2009

1,245,728 227,320 599,454 807,090 249,581 190,712 118,766 650,061 16,924 2010 2010 financial statements financial statements

(in thousandBaht) (in thousandBaht) Separate Separate 1,261,595 248,027 659,675 747,267 307,602 105,409 600,557 15,488 72,104 2009 2009

- 28 Total Movements intemporarydifferences Deferred taxexpense 29 from ranging rates at capitalised 4%-5%, representing theweightedaverageinterest rateofgeneralpurposesborrowings. been have 2009 and 2010 years the for development under properties for costs Finance Finance costscapitalised Total financecosts Fee -

- Interest expense: Current year Current taxexpense

-

financial institutions related parties financial institutions subsidiaries andrelated parties  Finance costs Income tax



Note Note 5 1 4





(267,406) (267,406) 774,087 676,408 688,290 4 7 3 , 2 9 9 992,374 724,968 85,797 11,881 2010 2010 financial statements financial statements 1 -

 

Consolidated Consolidated 1,699,258 801,159 709,250 745,180 799,805 799,805 899,453 899,453 55,979 35,804 2009 2009

126 -

 (131,373) (131,373) 786,905 607,997 786,905 459,966 459,966 173,831 328,593 5,076 2010 2010 financial statements financial statements 1 -



(in thousandBaht) (in thousandBaht)

Separate Separate 1,048,570 1,048,570 1,396,974 806,904 615,440 806,904 348,404 348,404 163,542 27,796 2009 2009 6 2 1 -         

 

191 NOTES TO THE FINANCIAL STATEMENTS 192 NOTES TO THE FINANCIAL STATEMENTS Annual Report 2010 Annual Report CPN accounting periodendingonor after31December2010. this Royal Decree are also eligible to continue the period of tax reduction under Royal Decree No. 475 but not beyond the 2010 five for under reduction tax million income received that companies 300 Listed enactment. after Baht or on beginning exceeding periods accounting consecutive not profit taxable for 25% to 30% from rate tax a Thailand income of corporate Exchange the Stock in reduction the on listed companies grants 2001 September 5 dated 2544 B.E. 387 No. Decree Royal Income taxreduction Total Expenses notdeductiblefortaxpurposes Income notsubjecttotax Income taxreduction Income taxusingtheThaicorporationrate Profit before tax Total Expenses notdeductiblefortaxpurposes Income from overseasoperationsnotsubjecttotax Income from Thaioperationsnotsubjecttotax Income taxreduction Effect ofdifferent taxratesinforeign jurisdictions Income taxusingtheThaicorporationrate Profit before tax Reconciliation ofeffective taxrate

Tax rate Tax rate (%) (%) 30 30 11 39

2010 2010 Consolidated financialstatements

Separate financialstatements 1,868,668 3,080,448 (682,798) (585,102) 881,753 560,600 924,134 328,593 724,968 (15,000) (15,000) - (10,773) - (8,814) 4,561 Tax rate Tax rate (%) (%)

30 30 20 26

(in thousandBaht) (in thousandBaht) 2009 2009 6,648,984 7,029,721 1,994,695 2,108,916 1,396,974 1,699,258 (768,197) (730,147) 487,760 (15,000) (15,000) 33,205

statements forthe yearthenendedatthedamaged properties’ aggregate netbookvalues ofBaht775million. As at 31 December 2010, the Group has recorded losses from the write-off of damaged properties in the consolidated financial World Project: A fire at the Central World Project on 19 May 2010 caused damage to assets and parts of the following buildings of the Central Thai BusinessFund4,withtheCrown Property Bureau. Theleasedproperties comprise: theof name the in ProjectWorld Central the of premises and land for agreements lease long-term into entered has Group The 32 paid totheshareholders inMay2009. was dividends of payment was the and million, 719.0 Baht Totalto results. amounted 2009, operating payout 2008 fromsharedividend per 0.33 Baht April at approved 30 on held Company the of shareholders the of meeting general annual the At the shareholders inMay2010. to paid was and million, 1,263.7 Baht to Totalamounted results. payout operating dividend 2009 from share per 0.58 Baht at approvedwas dividends of payment the 2010, April 28 on Company the of shareholders the of meeting general annual the At 31 pershareBasic earnings (Baht) Number ofordinary shares Outstanding as follows: year,the during ordinarysharesoutstanding of number calculatedthe and Company the of holders equity to attributable years pershareThe calculationsofbasicearnings fortheyearsended31December2010and2009were basedontheprofit forthe 30 Profit attributabletoequityholders

of theCompany(basic) Impact from fire incidenceasaresult ofpoliticaldemonstration Dividends - - Basic earnings pershareBasic earnings - - - - - Grand atCentralWorld Hotel Central World Shopping Complex Zen DepartmentStore (partsofwhichare theGroup’s assetsunderlong-term leasetoZenDepartmentStore) Parts of land that the Company has subleased to the group of Central Plaza Hotel Plc. to construct and operate Centara Isetan DepartmentStore, theCompany’s long-termlessee Zen DepartmentStore, theCompany’s long-termlessee The Offices atCentralWorld The CentralWorld ShoppingComplex

1,130,499 2,178,816 2010 0.52 financial statements

Consolidated 4,951,623 2,178,816 2009

2.27

(in thousandBaht/thousandshares) 2,751,855 2,178,816 2010 1.26 financial statements

Separate 5,632,747 2,178,816 2009 2.59

193 NOTES TO THE FINANCIAL STATEMENTS 194 NOTES TO THE FINANCIAL STATEMENTS Annual Report 2010 Annual Report CPN On 4 November 2009, The Company leased/sub-leased parts of Central Plaza Pinklao valuing at Baht 5,680 million to CPNRFto million 5,680 Baht at valuing Pinklao Plaza Central of parts leased/sub-leased Company The 2009, November 4 On Leasehold Property Fund. GrowthRetail CPN offeringof units investment additional resultof the with together relatedmatters, other increaseand capital over Fund’sunitholders the of approval the pending are nevertheless, transactions, above the regarding proceedings Actual

flows to the fund during the year 2010 when Central Plaza Pinklao Shopping Complex is refurbished and renovated (See note 18). complex in 2010 to CPNRF in the amount of Baht 629 million. The guarantee was designed to ensure stable and continuous cash The Company, as the complex owner, agreed to guarantee the net property income (before leasing commission) generated from the represents thefollowingassets: respectively. The Company and SCB Asset Management, the fund manager, have registered the property leasehold right, which income, of statements separate and consolidated 2009 the in million 3,851.3 Baht and million 3,206.9 Baht of amounts the in year the for lease finance under lease on millionrecordedgain Company the consequence, 100 a As Company). the Baht by borne was approximatelywhich of offering and issuance units additional from arising expenses of inclusive is amount (the principle: The Board ofDirectors meetingNo.3/2009on15July2009passedaresolution approving in 33 policies. ThemanagementbelievesthattheGroup willbeabletoclaimforthetotallossessustained. insurance said the of all from compensations seeking insurers its with claims filed already has management The million. 3,500 the ofinsured (2) sum Terrorismwith the Policy (3) Insurance and million million 6,147 Baht of 13,224 insured sum with Policy Baht Interruption Business of insured sum with Policy Risk All Industrial the (1) comprise policies insurance Group’s The Currently, theoutcomeofsuchnegotiationcannotyetbedetermined. As at 31 December 2010, the management, the insurers and relevant independent experts are negotiating claim compensations. undergoing demolitionand repair. Consequently, theGroup hasnotchargedrent totenantsduringperiodsofclosure. damaged remaining The April 2010. On 28 September 2010, the Group opened for commercial purposes parts of the fromStore Department Zen and Complex Shopping World Central the down close to needed Group the fire, the of result a As

(3) (2) (1) Leasing orsub-leasingproperties - - - Central PlazaPinklaoProject are located. allotted bytheutilisableareas oftheshoppingcomplexandoffice buildingsinvestedbyCPNRF. Land on which the shopping complex, office and parking buildings, surrounding streets and entrances and exits of exits and entrances and streets surrounding buildings, parking and office complex, shopping the which on Land Ownership ofutilitiessystemsandassetsthatrelate toCentralPlazaPinklaoProject; and Certain part of a retail shopping complex, and two office buildings (the whole buildings), including parking buildings asbuildings parking including officeretailbuildings), two a whole and of (the complex, part buildings shopping Certain Store Co.,Ltd.whichisarelated partyoftheCompany;and postponement ofleasingand/orsubleasingproperties ofCentralPattanaChiangmaiCo.,Ltd. for approximately 15 years, the remaining period of land lease agreementDepartmentlease Central remainingland enteredHang approximatelythe ofwith for years,periodinto 15 Growth Property Fund), leasing and/or subleasing of land, parts of shopping complex and two office buildings of Central Plaza Pinklao Project the investment in additional units of CPN Retail Growth Leasehold Property Fund (“the Fund”) (Formerly CPN Retail CPN (Formerly Fund”) (“the Fund Property Leasehold Growth Retail CPN of units additional in investment the areas, comprising areas, ZEN Department Store and parts of the shopping complex, shopping the of parts and Store Department ZEN Central World Shopping Complex. remain closed and areand closed remain

is includedinNote17. subsidiaries, short-term borrowings and floating interest rate long-term borrowings. Information on the fair values of toborrowings loans payables, and receivables other payables, and receivables accounts trade investments, equivalents, cash and cash The carrying amounts of the financial assets and financial liabilities approximate their fair values. Such assets and liabilities include Fair values fixed interest ratetoprevent interest ratefluctuationrisk. interestfloating of appropriatelevel thewith the of maintaining that and below capital debts of rate cost market-consistent and procuringapproximatelycapital1.00, at ratio equity to interest-bearingdebt net maintaining of consist which structurepolicies capital conservative by abides Group The funds. property to assets transfer and debentures issues Group the which through marketscapital and money equity,local fromareGroup and the loans of long-term capital of sources Main management: Risk ordinary shareholders. to dividends of level the also and interests, minority equity,excluding resultshareholders’ total as by defines divided activities Group operating the from which capital on return the monitors Board The business. the of development future sustain to and confidence market and creditors investors, maintain to as so base capital strong a maintain to is Board’spolicy The Capital management investment under returns appropriate gain to policies oftheGroup. capital such invest to able be to and future for the outflow in cash and for present at capital sufficientinvestment and appropriate have to is Group the of management risk liquidity of objective The with associated commitments meet to funds financial instruments. raising in difficulty encounter will Group the that risk the is risk liquidity The Liquidity risks - - The current policiesestablishedbytheGroup tomanagecredit riskare: Credit risks at fixedinterest ratestomanageexposure tofluctuationsininterest ratesonspecificdebtsecuritiesandborrowings. are borrowings and securities debt its of majority the that ensuring by risk this mitigates Group The borrowings. its from risk interestrateto exposed primarily Groupis The fixed. aremainly interestrates loans and securities debt because flows cash its Group’sthe and of operations results the affect will rates interest market in movements future that risk the is risk rate Interest Interest raterisk rates ofinterest tofinanceitsoperations.Credit riskarisesfrom theriskincollectabilityofrental fees. The principal financial risks faced by the Group are interest rate risk and credit risk. The Group borrows at both fixed and floating 34 To terminaterental contractsfortenantswhoserental feesare outstandingover90days. To collectanadvance equivalentto6monthsrental from customers. Financial instruments

195 NOTES TO THE FINANCIAL STATEMENTS 196 NOTES TO THE FINANCIAL STATEMENTS Annual Report 2010 Annual Report CPN

(c) (b) (a) Bank guarantees Other commitments After fiveyears After oneyearbutwithinfiveyears oneyear Within Non-cancellable operatingleasecommitments Total Buildings andfacilitiessystems 35 Contracted butnotprovided forCapital commitments

Commitments withnon-related parties the lease,asaresult ofwhichtheGroup hadtopayacompensation feetothelessorof Baht 377million. consideration to be amended by both parties. However, during the year 2007 the Group entered into an agreement to cancel buildings and improvements thereon at the lease expiration date. During 2006, the Group has not paid the lease payments theto rights the obtain would lessor landlord.The the renewwith to able is lessor the as period same the renewedfor be canagreement The rental. latest the of 15% of rate the at years three every increased be will rental The rental. monthly a pay to has and rights, leasehold as sheet balance the thein presented of is which conditions rental, advance the paid Group Under the agreement, 2030. June in ending years 30 of period a for was agreement lease The lease. for centre The Group entered into a land lease agreement with a local company. Land was leased for the construction of a shopping rental willbeincreased everyfiveyears at therateof10%latestmonthrental. Group paid advance rental, which is presented in the balance sheets as leasehold rights and has to pay monthly rental. The agreement,thethe of conditions the Under 2027. May in ending years 30 of period a for agreementwas lease The lease. The Group entered into a land lease agreement with a third party. The land was leased for the construction of a building for - - - operating profit asfollows: grosspercentagehotel’sof a the as of compensation 2% additional of and rate income the operating at fee management annual pay to agrees subsidiary the whereby party third a with agreement management hotel a signed has subsidiary A ne ti areet ic te rjc hs en eprrl ssedd Te es tr ad odtos r under are conditions and term lease The suspended. temporarily been has project the since agreement this under 8% from thefifthyearofoperationonwards 7.5% from thethird tothefourthyearofoperation 7% from thefirsttosecondyearofoperation

Vehicle

13,520 15,629 1,802 2,216 2,221 2010 307 442 financial statements 5

Consolidated 14,030 15,922 1,604 1,828 9 2 8 , 1 2009

288 327 1

 12,489 - 14,310 - 1,569 - 2010 financial statements 869 252 - 268 874 5

1 (in thousandBaht) Separate 2009 140 1 -  



(e) (d) ih h Bra o te rw Poet ad ponmn o is eae cmay s h nw ese ne conditions under lessee new the as company related its of appointment and Property Crown the of Bureau The with o ls ta 1 yas hog a n ya avne rte ntfcto bfr eprto i wih h trs il be will terms the which in expiration before notification written advance year one a through years 15 than less not after theterminationoflease period. CrownPropertythe Bureau However,of The 2032. to December rental fee 22 pay to to 2007 commitment Grouphas the stipulated in a new agreement between the lessor and the related company for a period of 25 years commencing 1 January In 2007, the Group entered into two MOU comprising of the cancellation of certain land lease under the principal agreement been agreed. Thelessorobtainstheownershiprightsofbuildingandimprovements onthefirstdayoflease. Under the conditions of the agreement, the agreement can be renewed for another 30-year period in which the terms have lease agreement was for a period of 30 years ending in December 2032 during which the Group has to pay a monthly rental. In 2003, the Group entered into a land and building lease agreement as lessee with The Bureau of the Crown Property. The before theagreement terminatedwiththenewrateandcompensationagreed. The rental will be increased every 3 years at the rate of 12%. The lease can be renewed for another 10-year period 2 years annually.rental a pay to has Group the addition, In right. leasehold as sheets balance the in presented was which rental, lease The rent. for buildings shop construct to parties third the with agreements lease land three into enteredGroup The agreement. renewingleasein the Grouppriority the a give will lessor the lease, shophouse the of expiration the Upon date. expiration renegotiated upon renewal. The lessor will obtain the ownership rights of buildings and improvements thereon at the lease the 21 from million 298.6 Baht to amounting deposits guarantee refundable the of balance remaining the receive will and 1997 inmillion 20 Baht to Groupamounting The receivedrefundabledeposit years. a revisedguarantee five be every will which rentalmonthly a pay to Grouphas the addition, In rights. leasehold for guarantee and rights, leasehold as sheets balance the in presented is which rights, for guarantee and rental advanced pay the to has Under Group the agreements, 2021. the of July conditions in ending years 26 of period a for shophouses of lease a for is agreement Another respectively. and lease for buildings shop of construction the for parties third with agreements lease three into entered Group The the Companyhasalready paidthewholeamountofsuchpromissory notes. as collateral for Bank aval on the promissory notes, which are also guaranteed by the Company. As at 31 December 2009, rental charge at the same rate as at 30 June 2040 for the whole additional 10 years. The Group uses these leasehold rights monthlywith 2050) June 30 (till period 10-year another renewedfor be agreementcan This 2010. July from1 threeyears every15%, of rate the increasedat be will which month per 700,000 Baht of rentalcharge land the pay to Grouphas the lease agreement for the period of 30 years from 1 July 2010 to 30 June 2040. Under the conditions of the latter agreement, landa agreementis other The 2010. June 30 to 2007 July from1 years, 3 of period the for fee lease monthly no charges agreementOne rights. leasehold as sheets balance the in presented is which rental, advance paid Group the agreement, the of conditions the company.Under local a with agreements lease land two into entered Group the 2007, June 29 On agreement covered a 30-year period ending in 2038. Under the conditions of the agreement, the Group had to pay advanced hposs To ad es areet wr fr pro o 3 yas nig n uut 05 n i Jn 2030, June in and 2025 August in ending years 30 of period a for were agreements lease land Two shophouses. st year of the lease to the end of the 30 years lease term. The land lease agreements can be renewed for a period of

197 NOTES TO THE FINANCIAL STATEMENTS 198 NOTES TO THE FINANCIAL STATEMENTS Annual Report 2010 Annual Report CPN 37 (c) (b) (a) The significantlitigationoftheCompanyandprogress oflitigationupto31December2010are asfollows: Litigation (2009: Baht3,122million). million 3,651 Baht totalling subsidiaries for agreement guarantee loan a into entered Company the 2010, December 31 at As Guarantee 36 (f) results intheamountofBaht0.25pershare, totallingBaht544.7million. operating 2010 from dividend of distribution the approved Board the 2011, February 28 on meeting Directors of Board the At Event afterthereporting period Contingent liabilities is beingreviewed bytheAppealCourt. project amounting to Baht 12.9 million. The First Court rendered its verdict in favour of the Company. At present, the case Company’sthe by caused damages constructionfor Company the against court the with case a filed individuals 2003, In At present, thecaseisbeingreviewed by theSupreme Court. project amounting to Baht 52.0 million. The First Court and the Appeal Court rendered its verdict in favour of the Company. In 2003, an individual filed a case with the court against the Company for damages caused by the Company’s construction gave verdict infavourofacounterparty. Atpresent, thecaseisbeingreviewed bySupreme Court. In October 2001, the First Court gave its verdict in favour of the Company. However, in September 2004, the Appeal Court Baht 83.4 million. The Company filed a counter-claim with the court against that company for damages of Baht 2.5 million. to amounting agreement rental of breach for Company the against court the with case a filed company local a 1996, In can berenewed bynotificationoneyearinadvance. yearly rental. The rental will be increased every five years at the rate of 35% of the latest month rental. The lease agreement apay to Grouphas agreement,the the of conditions the Under 2037. August 31 in ending years 30 of period the for was agreement lease party.The third a with agreement lease building and land a into entered Group the 2007, August 9 On condition asitmaybesurrendered forthemassrapidtransit. tothegovernment written by advance in months notification before expirationinwhichthetermswillberenegotiated uponrenewal. six renewed be can agreements lease The rental. month latest the of 5% of rate the at of the agreement, the Group has to pay a monthly rental from September 2006. The rental will be increased every five years parking. The land lease agreement was for a period of 28 years 10 months ending in September 2034. Under the and buildings conditions shop of construction the for company local a with agreement lease land a into entered Group the 2005, In usqety i 20, h Gop nee it a MU o mn ln lae gemn udr h sm pro and period same the under agreement lease land amend to MOU an into entered Group the 2009, in Subsequently,

TAS 1(revised 2009) TFRS January intheyearindicatedfollowingtable. 1 after or on beginning periods financial annual for effective become to anticipated are TFRS revised and new The effective. arereportingyetbut the not date of as issued been have revisedthat and TFRS new following the adopted Groupnot The has 38 TFRIC 15 TFRS 3(revised 2009) TAS 38(revised 2009) TAS 37(revised 2009) TAS 34(revised 2009) TAS 31(revised 2009) TAS 27(revised 2009) TAS 23(revised 2009) TAS 21(revised 2009) TAS 20(revised 2009) TAS 18(revised 2009) TAS 17(revised 2009) TAS 16(revised 2009) TAS 12 TAS 10(revised 2009) TAS 8(revised 2009) TAS 7(revised 2009) TAS 2(revised 2009) TFRS 5(revised 2009) TFRS 2 TAS 40(revised 2009) TAS 36(revised 2009) TAS 33(revised 2009) TAS 28(revised 2009) TAS 26 TAS 19 TAS 11(revised 2009) TAS 24(revised 2009) Thai FinancialReportingStandards (TFRS)notyetadopted

Provisions, ContingentLiabilitiesandAssets Impairment ofAssets Interim FinancialReporting perShareEarnings Interests inJointVentures Investments inAssociates Consolidated andSeparateFinancialStatements Accounting andReportingbyRetirement BenefitPlans Related PartyDisclosures Borrowing Costs The Effects ofChangesinForeign ExchangeRates GrantsandDisclosureAssistance Accounting forGovernment of Employee Benefits Revenue Leases Property, PlantandEquipment Income Tax Construction Contracts Events aftertheReportingPeriod Accounting Policies,ChangesinEstimatesandErrors Statement ofCashFlows Inventories Presentation ofFinancialStatements Agreements fortheConstructionofRealEstate Non-current AssetsHeldforSaleandDiscontinuedOperations Business Combinations Share-based Payment Investment Property Intangible Assets

Topic

Year effective 2011 2013 2011 2011 2011 2011 2011 2011 2011 2011 2011 2011 2011 2011 2011 2013 2013 2011 2011 2011 2011 2011 2011 2011 2011 2011 2011 2011

199 NOTES TO THE FINANCIAL STATEMENTS 200 NOTES TO THE FINANCIAL STATEMENTS Annual Report 2010 Annual Report CPN from thedateTAS 40(revised 2009)becomeseffective. model cost using properties investment its for account will Group/Company the that expects management The model). value (fairloss profitrecognised or directlyin values in changes with value fair at or model), (cost statements financial to notes the in property’sthe of disclosurerespective with valuecost fair at either property investment the measure to choose may entity The 2009), an entity is required to account for the investment property separately in the statement of financial position (balance sheet). TAS 40 (revised 2009) prescribes the accounting and disclosure requirements for investment properties. Under TAS 40 (revised TAS 40(revised 2009)–InvestmentProperty retrospectively torecognise andaccountforthisliability. Company.the for million 86.2 provisionGroupBaht transitional (i)the and adopt for to million intends 101.9 Management Baht transition date. Management has determined that the transitional liability as at 1 January 2011 for post-employment benefits is thefrom years five to up over basis straight-line a on expense an as (iv) date; transition the at loss or profit in immediately (iii) differentfour of one in for accounted retrospectively;(i) ways: date;transition the at (retainedequity in immediately (ii) earnings) recognisedandbe TASprovisions to of transitional liability The relatedrendertransitional service. the employees the permit 19 and expense. Moreover, the obligations are measured on a discounted basis because they may be settled many years after the obligation the measure to assumptions actuarial require and complex arerequirements The performed. is service the which in until such costs are incurred. The new TAS 19 includes the requirements to recognise and account for such costs in the period for the costs of post-employment benefits under defined benefit plans; other long-term employee benefits; and termination benefits There is currently no Thai accounting standard covering employee benefits and the Group/Company does not presently account TAS 19–Employee benefits impact onthefinancialstatementsofintroducing therevised TAS 16from 1January2011. currentlyreviewingtheis Management years. prior or 2010 of statements financial the on impact no has 2011 January from1 TASrevised16 the of introduction the accordingly and provision transitional this adopt to intends Management introduction. of year the from prospectively introduced be may changes these that provision transitional a as permits 16 TASrevised The value andusefullifeofanassethavetobereviewed atleasteachfinancialyear-end. the asset if the asset were already of the age and in the condition expected at the end of its useful life. Furthermore, the residual residual valueofanitemproperty, plantandequipmenthastobemeasured attheamountestimatedreceivable currently for charge has to be determined separately for each significant part of an asset; and (iii) in determining the depreciable amount, the asset of costs (i) dismantlement, removal that and are restoration Group/Company have to the be affecting included as and asset 16 costs TASand revisedsubject to the annual by depreciation; introduced(ii) the changes depreciation principal The TAS 16(revised 2009)–Property, plantandequipment application. Thesestandards are asfollows: initial of period the in statements financial the on impact potential greatest the have to assessed standards revised and new those of statements financial separate and consolidated the on impact initial potential the of assessment preliminary a made hasFAP’s and the announcement with accordance in TFRS revised and new these apply and adopt to expects Management

-None- -None- fee service Other 2. 5,505,000. Baht to amounted for works auditor the that firm had audit for paid subsidiaries been its and Company the of fee Audit 2010, In fee Audit 1. FEE AUDITOR’S

203 AUDITOR’S FEE CPN Annual Report 2010

MANAGEMENT BIOGRAPHY

Experience 1. MR. VANCHAI CHIRATHIVAT • Vice Chairman, Chief Financial Officer, Honorary Chairman Central Group of Companies Co.,Ltd. Age 83 years • Assistant General Manager, Percentage of Shareholding in the Company 0% Central Department Store Co.,Ltd • Manager, Central Department Store-Silom Branch Education • Assistant Manager, Central Department Store-Silom Branch

• Honorary Doctor of Philosophy, Psychological, Other Current Positions Ramkamhaeng University • Vice Chairman, Central Plaza Hotel Plc. • Honorary Doctor of Business Administration, • Executive Chairman, Central Group of Companies Co.,Ltd. Khon Kaen University Completed Program from Thai Institute of Directors (IOD) Other Current Positions • 2006 - Director Accreditation Program (DAP) • 2000 - Role of Chairman Program (RCP) • Honorary Chairman, Central Plaza Hotel Plc. • Honorary Chairman, Malee Sampran Plc. • Honorary Chairman, Post Publishing Plc. 3. MR. PAITOON TAVEEBHOL • Vice Chairman, Indara Insurance Plc. Independent Director • Chairman, Central Group of Companies Co.,Ltd. Chairman of Audit Committee • Chairman, Central Department Store Co.,Ltd. Chairman of Risk Management Committee • Chairman, Central Trading Co.,Ltd. Age 60 years Percentage of Shareholding in the Company 0% • Director, Board of Commercial Investment Thailand - China MANAGEMENT BIOGRAPHY • Permanent Honorary President, The Institute of Thai Hainan Education • Permanent Honorary President, • B.A. (Accounting), Ramkhamhaeng University Ethics and Morals Foundation • MBA, Kasetsart University

204 • Vice Chairman, Thainfar Hospital Foundation • Certificate in Auditing, Thammasat University

Experience 2. MR. SUTHICHAI CHIRATHIVAT • Managing Director, Arthur Andersen Business Advisory Ltd. Chairman • Director, Executive Director, SGV-Na Thalang Co.,Ltd. Age 70 years • 2003-2005 - Managing Director, Percentage of Shareholding in the Company 1.92% BT Business Consulting Co.,Ltd. • 1998-2000 - Vice President, Council Member, Education The Institute of Internal Auditors of Thailand • 1991-2005 - President, Secretary General, • Diploma in Civil Engineering, The ASEAN Federation of Accountants Kingston College of Technology, U.K. • 1991-2003 - Vice President, Council Member, • Honorary Degree of Business Administration Program, The Institute of Certified Accountants and Chiangrai Rajabhat University Auditors of Thailand • Positions Current Other • • • • • (IOD) Directors of Institute Thai from Program Completed • • • Education 0% Company the in Shareholding of Percentage years 72 Age Committee Remuneration and Nomination of Chairman Member Committee Audit Director Independent PANICHAPAT CHACKCHAI MR. 4. • • •

Independent Director, Chairman of the Nomination and and Nomination the of Chairman Director, Independent Vice Chairman, Mater Dei Institute Foundation Institute Dei Mater Chairman, Vice Association Teacher and Parent Institute Dei Mater President, Institute Dei Mater Member, Board University Walailak Committee, Evaluation and Following Audit, Plc. Technology Advance Somboon Member, Committee CG and Audit Committee, Remuneration 2010 - Monitoring the Internal Audit Function (MIA) Function Audit Internal the Monitoring - 2010 2003 2009 B.E. (Electrical Engineering), Chulalongkorn University Chulalongkorn Engineering), (Electrical B.E. 2005 2008 M.E. (Electrical Engineering), University of Texas, U.S.A. Texas, of University Engineering), (Electrical M.E.

------

Role of Chairman Program (RCP) (RCP) Program Chairman of Role (RCC) Committee Compensation the of Role (MFR) Reporting Financial of Quality the Monitoring (MIR) Management Risk and Control Internal of System the Monitoring Director Accreditation Program (DAP) Program Accreditation Director (DCP) Program Certification Director (ACP) Program Committee Audit (R-CDC) Class Director Chartered (MFM) Management Risk Fraud Monitoring

• • • • • (IOD) Directors of Institute Thai from Program Completed • • • • • • • • • • • • Positions Current Other • Experience •

2003 2005 2006 2007 2009 Co.,Ltd. Liquor Miguel San Thai Director, Co.,Ltd. (Thailand) Marketing Miguel San Director, Co.,Ltd. (Thailand) Beer Miguel San Director, Ltd. Kong Hong Amata Director, Company Stock Joint (Vietnam) Amata Chairman, Co.,Ltd. Water Amata Chairman, Co.,Ltd. Precipart Chairman, Plc. Technology Precision Magnecomp Chairman, Plc. Electric Yong Kang Committee, Remuneration and Nomination the of Chairman and Committee Audit the of Member Director, Independent Plc. Recreation and Sports City Committee, Remuneration and Nomination the of Member and Committee, Audit the of Chairman Director, Independent Plc. Union Saha Member, Board Advisory Director, Independent Plc. Corporation Amata Director, Executive Director, Investment of Board Thailand Investment, of Board the of General Secretary Deputy 1 Class Course, Sectors State-Private Joint The College, Defence National

- - - - -

Director Accreditation Program (DAP) Program Accreditation Director Finance for Non-Finance Directors (FND) Directors Non-Finance for Finance Director Certification Program (DCP) (DCP) Program Certification Director Role of the Compensation Committee (RCC) (RCC) Committee Compensation the of Role Audit Committee Program (ACP) (ACP) Program Committee Audit

205 MANAGEMENT BIOGRAPHY CPN Annual Report 2010

5. MRS. SUNANDHA TULAYADHAN 6. MR.KARUN KITTISATAPORN Independent Director Independent Director Audit Committee Member Nomination and Remuneration Committee Member Nomination and Remuneration Committee Member Age 63 years Age 64 years Percentage of Shareholding in the Company 0% Percentage of Shareholding in the Company 0% Education • B.C.A. (Economics) Victoria University of Wellington, Education New Zealand • B.A. (Liberal Arts), College of New Rochelle, U.S.A. • M.A. (International Trade), Syracuse University, U.S.A. Experience • Diploma, GATT Commercial Policy Course, Geneva, Switzerland • Chairman, Ogilvy & Mather Group, Thailand and Vietnam • National Defence College, • Regional Executive Board Member, The Joint State-Private Sectors Course, Class 8 Ogilvy & Mather Asia Pacific • Director, Ogilvy & Mather Worldwide Board Experience • 2006-2008 - Member, National legislative Assembly Other Current Positions • 2001-2007 - Permanent Secretary, Ministry of Commerce • Honorary Chairman, WPP Group, Thailand and Vietnam • 2009-2011 - Commission Member, Securities and Completed Program from Thai Institute of Directors (IOD) Exchange Commission

• 2009 - Monitoring Fraud Risk Management (MFM) Other Current Positions MANAGEMENT BIOGRAPHY • 2007 - Seminar “Audit Committee : Experience, • Independent Director, Chairman of Nomination and Problems and Good Practices” Remuneration Committee, Bank of Ayudhya Plc. • 2005 - Audit Committee Program (ACP) • Independent Director, Audit Committee Member, - Finance for Non-Finance Directors (FND)

206 Sahamit Machinery Plc. • 2004 - Directors Accreditation Program (DAP) • Independent Director, Nomination and Remuneration - Seminar : Directors Forum 3/2004 Committee Member, Khon Kaen Sugar Industry Plc. - Seminar : Directors Forum 2/2004 • Director, Public Sector Development Commission • Director, Insurance Commission • Director, Council of State • Chairman, Support Arts and Crafts International Centre of Thailand (Public Organization)

Completed Program from Thai Institute of Directors (IOD) • 2009 - Audit Committee Program (ACP) - Financial Statements for Directors (FSD) • 2008 - Role of the Compensation Committee (RCC) • 2006 - Director Certification Program (DCP) • Education 0% Company the in Shareholding of Percentage years 43 Age Member Committee Management Risk Member Committee Remuneration and Nomination Director BUNAJINDA KANCHIT MR. 7. • University Chulalongkorn Administration, Business of Institute Graduate Sasin • • Experience

• Positions Current Other • • • • • • (IOD) Directors of Institute Thai from Program Completed

B.E. (Civil Engineering), Chulalongkorn University Chulalongkorn Engineering), (Civil B.E. Chulalongkorn University Chulalongkorn Administration, Business of Institute Graduate Sasin of program exchange an in University, Northwestern Management, School Graduate Kellogg Business) International and (Finance MBA Senior Vice President, Heading the Financial Institutions Institutions Financial the Heading President, Vice Senior Merrill Lynch Phatra Co.,Ltd. (Currently- Phatra Securities Plc.) Securities Phatra (Currently- Co.,Ltd. Phatra Lynch Merrill practice, Acquisition and Mergers the and group Director, Private Equity (Thailand) Co.,Ltd. Co.,Ltd. (Thailand) Equity Private Director, Audit Committee Member, Committee Audit Inc.) Investment, Lombard of affiliate (An Director, Pruksa Real Estate Plc. Estate Real Pruksa Director, Association Limited, Hong Kong Hong Limited, Association Governance Corporate Asian Director, Alternate Plc. Store Department Robinson Director, Plc. Hotel Plaza Central Director, 2009

- - -

Monitoring the Internal Audit Function (MIA) (MIA) Function Audit Internal the Monitoring (MFR) Reporting Financial of Quality the of Monitoring (DLB) Briefing Luncheon Director

True Visions Plc. Visions True

• • Positions Current Other • • • • • Experience • • • • • • Education 1.92% Company the in Shareholding of Percentage years 68 Age Director CHIRATHIVAT SUTHIKIATI MR. 8. • • •

Post Publishing Plc. Publishing Post Committee, Executive Chairman Director, Plc. Hotel Plaza Central Chairman, Association Assumption Director, Sports and Tourism of Ministry Sports, and Tourism of Minister The to Advisor Association Retailers Thai Association, Retailers Thai of Head and Founder The Co.,Ltd Store Department Central Manager, General Assistant Co.,Ltd. Trading Central Manager, Assistant 1 Class Management, Modern The College, Defence National 1 Class Course, Sectors State-Private Joint The College, Defence National University Ramkhamhaeng Communications, Mass in Philosophy of Degree Doctoral Honorary University Ramkhamhaeng Science), (Political A.M. University Ramkhamhaeng Science), (Political B.A. U.K. College, Technical Essex West South Engineering, Mechanical in Diploma 2003 2005 2006

- - - -

Director Certification Program (DCP) Program Certification Director Director Accreditation Program (DAP) (DAP) Program Accreditation Director Audit Committee Program (ACP) (ACP) Program Committee Audit Risk Management (MIR) (MIR) Management Risk and Control Internal of System the Monitoring

207 MANAGEMENT BIOGRAPHY CPN Annual Report 2010

• Director, Executive Vice Chairman, Central Group of Companies Co.,Ltd. 10. MR. SUDHISAK CHIRATHIVAT • Director, Thai Tourism Industry Association Director Advisory of Nomination and Remuneration Committee Completed Program from Thai Institute of Directors (IOD) Age 65 years • 2008 - Director Accreditation Program (DAP) Percentage of Shareholding in the Company 0.65%

9. MR. SUTHICHART CHIRATHIVAT Education

Director • B.A. (Mathematic), St. John Fisher College, U.S.A. Age 65 years Experience Percentage of Shareholding in the Company 1.07% • President, Central Marketing Group Education • Managing Director, Central Garment Factory Co.,Ltd.

• B.A. (Accounting), St. Joseph’s College. U.S.A. • Managing Director, Prin Intertrade Co.,Ltd.

• National Defence College, Other Current Positions The Joint State-Private Sectors Course, Class 11 • Chairman, Robinson Department Store Plc. Experience • Director, Central Plaza Hotel Plc. • President and Chief Executive Officer, • Executive Director, Central Group of Companies Co.,Ltd. Central Retail Corporation Ltd. • Director, Central Garment Factory Co.,Ltd. • President, Thai Retailers Association • Director, Harng Chiangmai Department Store Ltd. MANAGEMENT BIOGRAPHY • Chairman, Committee of Retail Business, • Director, Central Trading Co.,Ltd. Thai Chamber of Commerce Completed Program from Thai Institute of Directors (IOD) • Advisor, Board of Trade of Thailand • Director, Treasurer, Foundation for Environment Preservation • 2007 - Director Accreditation Program (DAP) 208 - Director Certification Program (DCP) Other Current Positions

• Chairman, Big C Super Center Plc. • Director, Central Plaza Hotel Plc. • Executive Director, Central Group of Companies Co.,Ltd. • Director, The Vintage Club Co.,Ltd. • Director, Tiang Chirathivat Foundation

Completed Program from Thai Institute of Directors (IOD)

• 2004 - Director Accreditation Program (DAP) • 2003 - Finance for Non-Finance Directors (FND) - Board and CEO Assessment • 2000 - Role of Chairman Program (RCP) • Education 0.65% Company the in Shareholding of Percentage years 63 Age Committee Remuneration and Nomination of Advisory Director CHIRATHIVAT SUDHITHAM MR. 11. • • • Experience • • • • • • • Positions Current Other • • • • • • • (IOD) Directors of Institute Thai from Program Completed

B.A. (Electrical Engineering), (Electrical B.A. The Joint State-Private Sectors Course, Class 13 Class Course, Sectors State-Private Joint The College, Defence National U.S.A. University, Iona Research), (Operations MBA U.S.A. Park), (College Maryland of University Director, The Thai Chamber of Commerce of Chamber Thai The Director, Member, The National Legislative Assembly Thailand Assembly Legislative National The Member, Co.,Ltd. Club Vintage The Director, Co.,Ltd. Holding Central Director, Co.,Ltd. Companies of Group Central Director, Executive Limited Company Public International Jasmine Director, Independent Plc. Hotel Plaza Central Director, Plc. Store Department Robinson Chairman, Vice Co.,Ltd. Store Department Central Merchandising, and Marketing, - President Vice / Development Business and Marketing, Planning, Store - President / President Vice Executive - 1980-1992 Commerce of Ministry The Advisory, - 1990-2002 Plc. Pattana Central Officer, Executive Chief and Director Managing - 1990-2002 Association Center Shopping Thai Founder, and President (Starbucks-Thailand) Co.,Ltd. Partners Coffee Chairman, Bangkhen of Club Rotary President, 2003

-

Director Certification Program (DCP) Program Certification Director

• (IOD) Directors of Institute Thai from Program Completed • • • Positions Current Other • • • • • • Experience • • • • Education 1.22% Company the in Shareholding of Percentage years 55 Age Member Committee Management Risk CEO & President Director CHIRATHIVAT KOBCHAI MR. 12.

2001 Co.,Ltd. Corporation Genesis Director, Co.,Ltd. System Advance Central Director, Co.,Ltd. Restaurant Sakura Director, Co.,Ltd. Trading Central Manager, Assistant Co.,Ltd. Trading Central Manager, Marketing Co.,Ltd. Trading Central Director, Managing Deputy Plc. Pattana Central Management, Director-Property Plc. Pattana Central Senior Vice President - Business Development, Business - President Vice Senior Plc. Pattana Central President, Vice Executive and Officer Operating Chief 21 Class Course, Sectors State-Private Joint The College, Defence National U.S.A. Business, of School Graduate Chicago, of University MBA, U.S.A. Indiana, Dame, Norte of University Science), (Political M.A. University Chulalongkorn (Law), LL.B.

-

Director Certification Program (DCP) Program Certification Director

209 MANAGEMENT BIOGRAPHY CPN Annual Report 2010

Completed Program from Thai Institute of Directors (IOD) 13. MR. PRIN CHIRATHIVAT • 2010 - Advanced Audit Committee Program Director • 2009 - Monitoring Fraud Risk Management (MFM) Advisory of Nomination and Remuneration Committee - Monitoring of the Quality of Financial Reporting (MFR) Risk Management Committee Member • 2007 - Monitoring the Internal Audit Function (MIA) Age 48 years - Monitoring the System of Internal Control and Percentage of Shareholding in the Company 1.38% Risk Management (MIR) • 2006 - Chief Financial Officer Education • 2005 - Director Accreditation Program (DAP) • B.A. (Accounting) Skidmore College, U.S.A. - Audit Committee Program (ACP) • MBA (Business Management), Sasin Graduate Institute - Role of Chairman Program (RCP) of Business Administration, Chulalongkorn University • 2000 - Director Certification Program (DCP) • National Defense College, The Joint State-Private Sectors Course, Class 22 14. MR.SUDTHIDEJ CHIRATHIVAT Experience Senior Executive Vice President, • 2002-2005 - Director, Dhanamitr Factoring Plc. Business Development and Construction Management • 1999-2006 - Director, Indara Insurance Plc. Age 60 years • 1998-2004 - Executive Director, Percentage of Shareholding in the Company 0.75% Interlife John Hancock Assurance Plc.

MANAGEMENT BIOGRAPHY • 1995-2007 - Director, General Card Service Limited Education • 1990-2002 - Executive Director, • B.A. (Business Management), Central Department Store Co.,Ltd. Prince George College, U.S.A. • 1988-1989 - Investment Banking, 210 Thanachart Securities Plc. Experience • Executive Vice President - Business Development and Other Current Positions Project Construction, Central Pattana Plc. • Chairman of Audit Committee, Bualuang Securities Plc. • Vice President - Leasing, Central Pattana Plc. • Director, Central Plaza Hotel Plc. • Manager - Leasing, Bangna Central Property Co.,Ltd. • Director, Robinson Department Store Plc. • Vice President - Leasing and Marketing, • Director, Malee Sampran Plc. Central Trading Co.,Ltd. • Executive Director, Central Group of Companies Co.,Ltd. • Vice President, Food Park Co.,Ltd. • Director, Executive Director, Central Retail Corporation Ltd. • 2002-2004 - Director, Central Pattana Plc. • Advisor, Marketing For Alternative Investment (MAI) • Steering Support Committee, Chiangrai Rajabhat University • Education 0% Company the in Shareholding of Percentage years 49 Age Member Committee Management Risk Management Property and Accounting Finance, President, Vice Executive Senior CHEYKLIN NARIS MR. 15. • • Experience • • • • • Education 0.59% Company the in Shareholding of Percentage years 49 Age President the of Office President, Vice Executive CHIRATHIVAT SUTHIPAK MR. 16. • • •

B.A. (Accounting), Thammasat University Thammasat (Accounting), B.A. M.A. (Accounting), Thammasat University Thammasat (Accounting), M.A. Director, Vice President, Thai Wah Plc. Wah Thai President, Vice Director, Siam City Insurance Co.,Ltd. Insurance City Siam Director, Executive Director, - 1996-1998 Plc. Bank City Siam President, Vice Senior - 1996-1998 Co.,Ltd. ThaLang Na SGV Supervisor, Audit Computer Plc. Tanayong Controller, Financial Group Mini MBA (Property), Faculty of Architecture, of Faculty (Property), MBA Mini Administration, Chulalongkorn University Chulalongkorn Administration, Business of Institute Graduate Sasin MBA, Executive University Chulalongkorn Administration, Business of Institute Graduate Sasin Investment, Estate Real University Chulalongkorn Accountancy, and Commerce of Faculty MBA, Mini University Chulalongkorn • • • • • • Experience • • Education 0% Company the in Shareholding of Percentage years 53 Age Management Construction President, Vice Executive NUMANIT TERACHART MR. 17. • • • • • • • • Experience

K-Tech Construction and Engineering Co.,Ltd. Engineering and Construction K-Tech Director, Project Special - 1997-2001 Co.,Ltd. (Thailand) Itochu Director, Project - 2001-2003 (Thailand) Holzman Philip Manager, Project Special U.S.A. City, York New Brinckerhoff, Parsons Engineer, Project U.S.A. Authority, Transit City, York New Manager, Project (Thailand) Holland John Estimate, Chief University Chulalongkorn Economics, of Faculty 11, Class Management Financial Executive Program: Certificate U.S.A. University, Polytechnic BSCE, Co.,Ltd. Factory Garment Central Manager, Marketing Co.,Ltd. Factory Garment Central President, Vice Executive Co.,Ltd. Food - Fast International Thai President, Vice Executive Plc. Pattana Central Manager, Marketing and Leasing Senior Plc. Pattana Central Development, Business - President Vice Plc. Pattana Central Marketing, - President Vice Executive Plc. Pattana Central Development, Business - President Vice Executive Plc. Pattana Central Leasing, - President Vice Executive

211 MANAGEMENT BIOGRAPHY CPN Annual Report 2010

Experience 18. PH.D.NATTAKIT TANGPOONSINTHANA • 1998-2004 - Executive Vice President, Executive Vice President, Marketing Central Retail Corporation Co.,Ltd. Age 46 years • 1996-1998 - Co-Chief Executive Officer, Tops Supermarket Percentage of Shareholding in the Company 0% • 1988-1996 - Managing Director, Central Supermarket • 1985-1988 - Vice President, Education Central Department Store Co.,Ltd. • B.A. (Communication Arts), Chulalongkorn University • M.A. (Communication), The University of North Texus, U.S.A. • MBA (Marketing),The University of North Texas, U.S.A. 20. MRS. NARTTAYA CHIRATHIVAT • Ph.D.Communication (Broadcasting Management), Executive Vice President, Leasing Chulalongkorn University Age 47 years Percentage of Shareholding in the Company 0.40% Experience

• Advisor to the Ministry of Science and Technology, Education The Ministry of Science and Technology • B.A. (Economic), University of Hartford, U.S.A. • 2004-2006 - Chief Marketing Officer - Strategic Marketing • MBA, University of Hartford, France Division, Thai Samsung Electronics Co.,Ltd. Experience Other Current Positions • 1995-2009 - Senior Vice President - Merchandising, • Visiting Lecturer-Mass Communication, Robinson Department Store Plc. MANAGEMENT BIOGRAPHY The Faculty of Communication Arts, • 1992-1995 - Director - Softline Merchandising, Chulalongkorn University Big C Super Center Plc. • 1990-1992 - General Manager, Central Retail Logistic Co.,Ltd. 212 19. MS. WALLAYA CHIRATHIVAT Executive Vice President, Business Development and • 1988-1990 - Director, Central Department Store Co.,Ltd. Construction Management • 1986-1988 - Manager, J & S Import Ltd., Part. Age 49 years Percentage of Shareholding in the Company 0.40%

Education

• B.A. (Business Management), University of California, Los Angeles (UCLA), U.S.A. • MBA, University of Hartford, U.S.A. • Advance Management Program - Executive Course, Harvard Business School, U.S.A.

UPWARD 10% CPN BY HELD BUSINESS OF INFORMATION GENERAL

10 9 8 7 3 4 5 6 1 2

Central Pattana Nine Square Co.,Ltd. Square Nine Pattana Central Tel. +66 (0) 2667 5555 2667 (0) +66 Tel. 10330 BKK. Patumwan, Rd., I Rama 999/9 5 1880 3764 (0) +66 Tel. 20000 Chonburi Muang, Samed, 1, Moo 55/91 55/88-89, Central Pattana Chonburi Co.,Ltd. Chonburi Pattana Central Central Pattana Khon Kaen Co.,Ltd. Kaen Khon Pattana Central Khon Kaen 40000 Tel. +66 (0) 4300 1200 4300 (0) +66 Tel. 40000 Kaen Khon Muang, Muang, Nai Road, Chan Si 99/1 99, Tel. +66 (0) 2834 6000 2834 (0) +66 Tel. 11000 Nontaburi Muang, Bangkrasor, Rd., Rattanathibet 8, Moo 68/919 68/100, Central Pattana Rama3 Co.,Ltd. Rama3 Pattana Central BKK. 10120 Tel. +66 (0) 2649 6000 2649 (0) +66 Tel. 10120 BKK. Lang Suan Realty Co.,Ltd. Realty Suan Lang 160 Rama 2 Rd., Samaedum, Samaedum, Rd., 2 Rama 160 Co.,Ltd. 2 Rama Pattana Central Tel. +66 (0) 2866 4300 2866 (0) +66 Tel. 10150 BKK. Bangkhuntian, Tel. +66 (0) 5399 9199 5399 (0) +66 Tel. 50100 Chiangmai Muang, Haiya, Rd., Wualai 252-252/1 and Rd. Mahidol 2 Co.,Ltd. Chiangmai Pattana Central Central Pattana Rattanathibet Co.,Ltd. Rattanathibet Pattana Central 79 Sathupradit Rd,, Chongnonsee, Yannawa, Yannawa, Chongnonsee, Rd,, Sathupradit 79 Tel. +66 (0) 2667 5555 2667 (0) +66 Tel. 10330 BKK. Patumwan, Rd., I Rama 999/9 Co.,Ltd. Services Realty Central Company Central Food Avenue Co.,Ltd. Avenue Food Central 1697 Phaholyothin Rd., Chatuchak, Chatuchak, Chatuchak, Chatuchak, Rd., Phaholyothin 1697 BKK. 10900 Tel. +66 (0) 2793 6000 2793 (0) +66 Tel. 10900 BKK. 95/3 Lang suan Rd., Lumpini, Patumwan, Patumwan, Lumpini, Rd., suan Lang 95/3 BKK. 10330 Tel. +66 (0) 2652 2277 2652 (0) +66 Tel. 10330 BKK.

Shopping Center Shopping Shopping Center: CentralPlaza Chonburi CentralPlaza Center: Shopping

Shopping Center: CentralPlaza Khonkaen CentralPlaza Center: Shopping Shopping Center: CentralPlaza Rama II II Rama CentralPlaza Center: Shopping Shopping Center: CentralPlaza Center: Shopping Shopping Center: CentralPlaza Rattanathibet CentralPlaza Center: Shopping

Ratchda-Rama III Ratchda-Rama CentralPlaza Center: Shopping

Residential condominium and condominium Residential

Chiangmai Airport Chiangmai

Facilities Center Shopping of Servicing Business of Nature Restaurant operations and servicing of servicing and operations Restaurant shopping complex food center food complex shopping shop space for rent for space shop

3,200,000,000 3,200,000,000 2,000,000,000 2,000,000,000 1,500,000,000 1,500,000,000 1,000,000,000 1,000,000,000 1,000,000,000 1,000,000,000 Capital (Baht) Capital 900,000,000 900,000,000 800,000,000 800,000,000 126,667,000 126,667,000 Registered Registered 1,000,000 1,000,000 1,000,000 1,000,000

Percentage of Percentage Shareholding 99.99% 87.14% 78.13% 99.99% 99.99% 99.99% 99.99% 99.99% 99.99% 99.99%

GENERAL INFORMATION OF BUSINESS 213 HELD BY CPN 10% UPWARD CPN Annual Report 2010

Company Nature of Business Registered Percentage of Capital (Baht) Shareholding

11 Central Realty Service Rama 3 Co.,Ltd. Servicing of Shopping Center Facilities 175,000,000 99.99%

79 Sathupradit Rd., Chongnonsee, Yannawa, (Hold by Central

BKK. 10120 Tel. +66 (0) 2649 6000 Pattana Rama 3 Co.,Ltd.)

12 Bangna Central Property Co.,Ltd. Shopping Center/Office/Residential/Playland 600,000,000 99.99%

587, 589 Bangna-Trad Rd., Bangna, at CentralPlaza Bangna Project (Hold by Lang Suan Realty Co.,Ltd.) BKK. 10260 Tel. +66 (0) 2763 6000

13 CPN Pattaya Beach Co.,Ltd. Shopping Center: 1,500,000,000 99.99% 333/99 Moo 9, Nongprue, Banglamung, CentralFestival Pattaya Beach Chonburi 20260 Tel. +66 (0) 3300 3999

14 CentralWorld Co.,Ltd. Servicing of Shopping Center Facilities at 2,511,938,100 90.00%

4, 4/1-4/2, 4/4 Ratchadumri Rd., Patumwan, CentralWorld, Shopping Center: (Hold by Bangna Central BKK. 10330 Tel. +66 (0) 2640 7000 CentralPlaza Udonthani, and renting Property Co.,Ltd. 10.00%) office space at The Offices at CentralWorld

15 Central Play Land Co.,Ltd. Shopping Center: CentralPlaza Bangna 518,000,000 99.99%

591 Bangna-Trad Rd., Bangna, (Hold by Bangna Central BKK. 10260 Tel. +66 (0) 2763 6000 Property Co.,Ltd.) GENERAL INFORMATION OF BUSINESS HELD BY CPN 10% UPWARD 16 Siam Retail Development Co.,Ltd. Shopping Center: Fashion Island 500,000,000 15.00%

5/5-6 Moo 7, Ramindra Rd., Kannayao, (Hold By Lang Suan Realty Co.,Ltd. 12% BKK. 10230 Tel. +66 (0) 2947 5000 and Square Ritz Plaza Co.,Ltd. 3%)

214 17 Square Ritz Plaza Co.,Ltd. Real Estate Developer 125,000,000 12.00%

5/5-6 Moo 7, Ramindra Rd., Kannayao, (Hold by Lang Suan Realty Co.,Ltd.) BKK. 10230 Tel. +66 (0) 2947 5000

18 Ayudhya Agrocity Co.,Ltd. Real Estate Developer 400,000,000 11.85%

47 Moo 2, Bangna-Trad Rd., Bangchalong, (Hold by Lang Suan Realty Co.,Ltd.) Bangplee, Samutprakarn 10540 Tel. +66 (0) 2399 4510

19 CPN Retail Growth Leasehold Property Fund Property Investment in CentraPlaza Rama II, 16,381,000,000 27.80% Managed by SCB Asset Management Co.,Ltd. CentralPlaza Ratchada-Rama III and 119 SCB Park Plaza 3, 21st-22nd, CentralPlaza Pinklao Ratchadapisek Rd., Chatuchak, BKK. 10900 Tel. +66 (0) 2949 1500

20

Remark : *Only capital from owner type unitholders type owner from capital *Only : Remark

24 28 27 21 22 25 23 26

Thai Business Fund 4 Managed by Managed 4 Fund Business Thai Company CPN Chiangrai Co.,Ltd. Chiangrai CPN Central (Shanghai) Management (Shanghai) Central Kong Hong Central, Limited. Property Commercial Global Kong Hong Central, South Sathorn Rd., BKK. 10120 10120 BKK. Rd., Sathorn South Fl., G and M Building, Sathorn House Q 11 Pcl. Management Asset Thai Krung Thai Business Fund 5 Managed by Managed 5 Fund Business Thai 4900 2670 (0) +66 Tel. CPN Construction Management Co.,Ltd. Management Construction CPN 4900 2670 (0) +66 Tel. 10120 BKK. Rd., Sathorn South Fl., G and M Building, Sathorn House Q 11 Pcl. Management Asset Thai Krung CPN Global Co.,Ltd. Global CPN 57000 Rai Chiang Muang, Wiang, Rop , 13 Moo 99/9 3999 3300 (0) +66 Tel. 20260 Chonburi Banglamung, Nongprue, 9, Moo 333/101 Co.,Ltd. Hotel Beach Pattaya CPN 5555 2667 (0) +66 Tel. 10330 BKK. Patumwan, Rd., I Rama 999/9 1 Jardine House, 30 House, Jardine 1 Consulting Co.,Ltd. Consulting 1 Jardine House, 30 House, Jardine 1 Limited. Investment & Development Retail Global 5555 2667 (0) +66 Tel. 10330 BKK. Patumwan, Rd., I Rama 999/9 Zhabei District, Shanghai, China Shanghai, District, Zhabei Rd., (No.3) Jiangchang No.238 1107, Room

th th

Fl., Connaught Place, Place, Connaught Fl., Place, Connaught Fl.,

Property Investment in CentralWorld in Investment Property Business of Nature Construction Management Construction Shopping Center Shopping Real Estate Developer Estate Real Developer Estate Real

Property Investment in CentralPlaza Bangna CentralPlaza in Investment Property

Real Estate Developer Estate Real Developer Estate Real Hotel Pattaya Hilton

RMB10,000,000 RMB10,000,000 4,600,000,000 4,600,000,000 236,760,000* 236,760,000* Capital (Baht) Capital 700,000,000 700,000,000 HK$10,000 HK$10,000 HK$10,000 HK$10,000 Registered Registered 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000

Percentage of Percentage Shareholding 100.00% 100.00% 100.00% 100.00% 100.00% 99.93% 99.93% 99.93% 99.94%

GENERAL INFORMATION OF BUSINESS 215 HELD BY CPN 10% UPWARD CPN Annual Report 2010

LIST OF COMMITTEE IN SUBSIDIARIES

Central Food Avenue Co.,Ltd. Central World Co.,Ltd. Langsuan Realty Co.,Ltd. Central Play Land Co.,Ltd. Central Pattana Plc. Central Realty Services Co.,Ltd. Central Pattana Rattanathibet Co.,Ltd. Bangna Central Property Co.,Ltd. Central Pattana Rama 3 Co.,Ltd. Central Realty Service Rama 3 Co.,Ltd. Central Pattana Rama 2 Co.,Ltd. Central Pattana Chonburi Co.,Ltd. Central Pattana Chiangmai Co.,Ltd. Central Pattana Khon Kaen Co.,Ltd. CPN Pattaya Beach Co.,Ltd. CPN Pattaya Beach Hotel Co.,Ltd. Central Pattana Nine Square Co.,Ltd. CPN Construction Management Co.,Ltd. CPN Chiangrai Co.,Ltd. CPN Global Co.,Ltd. Global Retail Development & Investment Limited Global Commercial Property Limited Central (Shanghai) Management Consulting Co.,Ltd.

1 Mr. Vanchai Chirathivat - • • - • • • • • • • • • • - - • ------

2 Mr. Anek Sithiprasasana - • • • • • • • • • • • • - • • • • - - - - -

3 Mr. Suthichai Chirathivat • - - - - - • • ------

4 Mr. Sudhitham Chirathivat • • • • • • • • • • • • • • • • • • • • - - -

5 Mr. Suthikiati Chirathivat • ------

6 Mr. Suthichart Chirathivat • ------

7 Mr. Kobchai Chirathivat • • • • • • • • • • • • • • • • • • • • • • •

8 Mr. Prin Chirathivat • • • • • • • • • • • • - • - • • - • • - - -

9 Mr. Sudhisak Chirathivat • ------

10 Mr. Paitoon Taveebhol • ------

11 Mr. Chackchai Panichapat • ------

12 Mrs. Sunandha Tulayadhan • ------

13 Mr. Kanchit Bunajinda • ------

14 Mr. Karun Kittisataporn • ------

LIST OF COMMITTEE IN SUBSIDIARIES 15 Mr. Sudthidej Chirathivat - • • • - • • • • • • • • • • • - • • • - - -

16 Mr. Suthiphand Chirathivat - • • - • • • • - - • • - - - - • ------

17 Mr. Suthipak Chirathivat - - - • • - • • • • - - • • • • - • • - - - -

18 Miss Wallaya Chirathivat - • • - - - - - • • - • • • • • • • • • - - -

216 19 Mrs. Narttaya Chirathivat ------• ------

20 Mr. Suthilaksh Chirathivat ------• - - • - - - -

21 Mr. Vinyoo Kuvanant ------• ------

22 Mr. Yotin Booddicharern ------• ------

23 Mr. Jatesiri Booddicharern ------• ------

24 Mr. Premchai Karnasuta ------• ------

25 Mr. Thaveepol Kongseri ------• ------

26 Mr. Jarern Jirawisan ------• ------

27 Mr. Peerapon Pattanapeeradej ------• ------

28 Mr. Noppadon Pattanapeeradej ------• ------

29 Mr. Chanavat Uahwatanasakul ------• ------• - - -

30 Mr. Sakkanon Chirathivat ------• ------

31 Mr. Isareit Chirathivat ------• ------Tel : + 66 (0) 2877 5000 Fax : + 66 (0) 2884 9280 2884 (0) 66 + : Fax 5000 2877 (0) 66 + : Tel 10700 Bangkok Bangkoknoi, Arunamarin, Road, Baromrachachonnanee 7/222 : Address Udomkitchote Visit Mr. : Manager General Center Shopping Charoensawatpong Wiwat Mr. : 1 Area Property President Vice Senior PINKLAO CENTRALPLAZA 3. 5513 2552 (0) 66 + : Fax 3000 2790 (0) 66 + : Tel 10220 Bangkok Bangkhen, Road, Ramindra 3, Moo 109/10 : Address Manonunti Songsiri Mrs. : Manager General Center Shopping Acting Ayudhaya Na Sanitwongse Thanasombat Mr. : 4 Area Property President Vice RAMINDRA CENTRALPLAZA 2. 1341 2541 (0) 66 + : Fax 6000 2793 (0) 66 + : Tel 10900 Bangkok Chatuchak, Chatuchak, Road, Phaholyothin 1693 : Address Sirichartichai Dounghathai Ms. : Manager General Center Shopping Sapyaprapa Pattra Mrs. : 2 Area Property President Vice Senior LARDPRAO CENTRALPLAZA 1. CPN BY MANAGED PROJECTS EXISTING

Tel : + 66 (0) 2649 6000 Fax : + 66 (0) 2673 6009 2673 (0) 66 + : Fax 6000 2649 (0) 66 + : Tel 10120 Bangkok Yannawa, Chongnonsee, Road, Sathupradit 79 : Address Suwanchinda Athivut Mr. : Manager General Center Shopping Suwanchinda Athivut Mr. : 3 Area Property President Vice III RAMA - RATCHADA CENTRALPLAZA 6. 9122-3 5399 (0) 66 + : Fax 9199 5399 (0) 66 + : Tel 50100 Chiangmai Muang, Haiya, Road, Waulai 252-252/1 Road, Mahidol 2 : Address Chanwiwattana Orachorn Ms. : Manager General Center Shopping Chanwiwattana Orachorn Ms. : 5 Area Property President Vice Acting AIRPORT CHIANGMAI CENTRALPLAZA 5. ext.1225-6 3888 3300 (0) 66 + : Fax 3888 3300 (0) 66 + Tel: 20150 Chonburi Banglamung, Road, 2 Sai Pattaya 9, Moo 78/54 : Address Thongklai Montatip Mrs. : Manager General Center Shopping Tuntijumnun Sarun Mr. : 6 Area Property President Vice Acting PATTAYA CENTER CENTRAL 4.

EXISTING PROJECTS 217 MANAGED BY CPN CPN Annual Report 2010

7. CENTRALPLAZA BANGNA 10. CENTRALPLAZA RATTANATHIBET

Vice President Property Area 4 : Senior Vice President Property Area 2 : Mr. Thanasombat Sanitwongse Na Ayudhaya Mrs. Pattra Sapyaprapa Shopping Center General Manager : Shopping Center General Manager : Mr. Thanasombat Sanitwongse Na Ayudhaya Mr. Nantawat Naovaratpong Address : 587, 589 Bangna-Trad (KM.3) Road, Address : 68/100, 68/919 Moo 8, Rattanathibet Road, Bangna, Bangkok 10260 Bangkrasor, Muang, Nonthaburi 11000 Tel : + 66 (0) 2763 6000 Fax : + 66 (0) 2398 8941 Tel : + 66 (0) 2834 6000 Fax : + 66 (0) 2526 6092

8. CENTRALPLAZA RAMA II 11. CENTRALPLAZA CHAENGWATTANA

Vice President Property Area 4 : Senior Vice President Property Area 1 : Mr. Thanasombat Sanitwongse Na Ayudhaya Mr. Wiwat Charoensawatpong Shopping Center General Manager : Shopping Center General Manager : EXISTING PROJECTS MANAGED BY CPN Ms. Duangsamorn Charoenbunditchai Mr. Olarn Vaiudomvut Address : 160 Rama 2 Road, Samaedum, Address : 99,99/9 Moo 2, Chaengwattana Road, Bangkhuntian, Bangkok 10150 Bangtarad, Pak Kret, Nonthaburi 11120

218 Tel : + 66 (0) 2866 4300 Fax : + 66 (0) 2872 4560 Tel : + 66 (0) 2101 0000 Fax : + 66 (0) 2101 1343

9. CENTRALWORLD 12. CENTRALFESTIVAL PATTAYA BEACH

Acting Vice President Shopping Center : Acting Vice President Property Area 6 : Mrs. Oranee Poolkwan Mr. Sarun Tuntijumnun Shopping Center General Manager : Shopping Center General Manager : Ms. Thanthika Phiangphor Mr. Sarun Tuntijumnun Address : 4, 4/1-4/2, 4/4 Rajdamri Road, Address : 333/99 Moo 9, Banglamung, Patumwan, Bangkok 10330 Chonburi 20260 Tel : + 66 (0) 2640 7000 Fax : + 66 (0) 2255 9767 Tel : +66 (0) 3300 3999 Fax : + 66 (0) 3300 3999 ext.1225-6 Tel : + 66 (0) 4300 1000 Fax : + 66 (0) 4300 1209 4300 (0) 66 + : Fax 1000 4300 (0) 66 + : Tel 40000 Khonkaen Muang, Naimuang, Road, Srichan 99,99/1 : Address Bunyongsin Amornrat Mrs. : Manager General Center Shopping Suwanchinda Athivut Mr. : 3 Area Property President Vice KHONKAEN CENTRALPLAZA 15. 3179 3300 (0) 66 + : Fax 3333 3300 (0) 66 + : Tel 20000 Chonburi Muang, Sa-Med, 1, Moo 55/91 55/88-89, : Address Chitnawa Theeraporn Mrs. : Manager General Center Shopping Tuntijumnun Sarun Mr. : 6 Area Property President Vice Acting CHONBURI CENTRALPLAZA 14. 4639 4224 (0) 66 + : Fax 9192 4224 (0) 66 + : Tel 41000 Udonthani Muangudonthani, Markkeang, Road, Prajaksillapakhom 277/1-3,271/5 : Address Pakdeepinyo Tanin Mr. : Manager General Center Shopping Suwanchinda Athivut Mr. : 3 Area Property President Vice UDONTHANI CENTRALPLAZA 13.

EXISTING PROJECTS 219 MANAGED BY CPN CPN Annual Report 2010

REFERENCE FIRMS

REGISTRAR OF COMMON SHARES AUTHORIZED AUDITOR Thailand Securities Depository Co.,Ltd. KPMG Phoomchai Audit Ltd. 4th Floor, The Stock Exchange of Thailand Mr. Vichien Thamtrakul, 62 Ratchadapisek Road, Klongtoey, Certified Public Account, Registration No.3183 Bangkok 10110, Thailand 50th– 51st Floor, Empire Tower Telephone: + 66 (0) 2229 2888 195 South Sathon Road, Facsimile: + 66 (0) 2654 5427 Yannawa Sub-District, Sathorn Bangkok 10120, Thailand REGISTRAR OF UNSECURED DEBENTURES Telephone: + 66 (0) 2677 2000 Debentures CPN126A, CPN136A, and CPN15DA Facsimile: + 66 (0) 2677 2222 CIMB Thai Bank Public Company Limited 44 Langsuan Road, Lumpini Sub-District, Pathumwan CREDIT RATING AND DEBENTURE RATING COMPANY Bangkok 10330, Thailand TRIS Rating Co., Ltd. Telephone: + 66 (0) 2638 8580 24th Floor, Silom Complex Building, Facsimile: + 66 (0) 2657 3285 191 Silom Road, Silom Sub-District, Bangrak REFERENCE FIRMS Bangkok 10500, Thailand Debentures CPN135A and CPN145A Telephone: + 66 (0) 2231 3011 Kasikorn Bank Public Company Limited Facsimile: + 66 (0) 2231 3012 220 1 Soi Kasikornthai, Ratburana Road, Bangkok 10140, Thailand Telephone: + 66 (0) 2470 1987 Facsimile: + 66 (0) 2470 1998

Debentures CPN119A, CPN127A, and CPN126B Siam Commercial Bank Public Company Limited 9 Ratchadapisek Road, Chatuchak Bangkok 10900, Thailand Telephone: + 66 (0) 2256 2323-8 Facsimile: + 66 (0) 2256 2406 Remark: (2006-2010) years five past the for payments dividend and prices Share Road, I Rama Thailand. 10330, 999/9 Bangkok District, Patumwan Sub-District, CentralWorld, Patumwan at of Grand Meeting Centara General Annual pm, 2:00 at 2011, 29, April on the 1/2011 No. (AGM) Shareholders hold to agreed Company Public Limited Pattana Central of Directors of Board The Meeting Shareholders’ Name. Security abbreviated the as “CPN” with Thailand of Exchange Stock the on traded and listed were Limited Company Public Pattana Central of shares Common Information Securities share per 1 Baht of Value Par shares 2,178,816,000 of shares ordinary of Comprising Capital: Paid-up and Issued Capital: Registered LIMITED COMPANY PATTANAPUBLIC CENTRAL INVESTORS FOR INFORMATION

2010 2009 2008 2007 2006 Year * Figures were adjusted in accordance with the par value of one baht per share. per baht one of value par the with accordance in adjusted were Figures *

Baht 2,178,816,000 2,178,816,000 Baht Baht 2,178,816,000 Baht Highest price* Highest 32.50 24.80 29.75 37.00 26.50

31 Limited Company Public Pattana Central Address: Thongsomaung Kalvalee Ms. Subhadhira Choenporn Ms. persons: Contact Relations Investor of the annual net profit (unless there is a compelling reason reason this compelling against a is there (unless profit net annual the of percent 40 about of a at rate dividends pay to a policy has CPN Policy Dividend Website: E-mail: Facsimile: Telephone: Thailand 10330, Bangkok District, Patumwan Sub-District, Patumwan Road, I Rama 999/9 st Floor, the Offices at CentralWorld, at Offices the Floor, Lowest Price* Lowest

17.60 11.60 18.50 13.80

7.60 www.cpn.co.th [email protected] 5593 2264 +66(0) 1669 or 1614 ext. 5555 2667 +66(0)

Dividend payment* Dividend Unit: Baht/share Unit: 0.25 0.58 0.33 0.31 0.33

INFORMATION FOR 221 INVESTORS CPN Annual Report 2010

Movements of CPN Index against SET Index and Property Development Index

Increase of share price index 5 years 3 years 1 year

SET Index 42% 20% 41% Property Development Index 28% 14% 25% CPN Index 81% 7% 32%

5 Years CPN share price compared to SET Index and Property Index (based price on year 2006)

Index

300 CPN SET

INFORMATION FOR INVESTORS 250 PROP

200

150 222 100

50

0 Jul-06 Jul-07 Jul-08 Jul-09 Jul-10 Apr-06 Apr-07 Apr-08 Apr-09 Apr-10 Jan-06 Oct-06 Jan-07 Oct-07 Jan-08 Oct-08 Jan-09 Oct-09 Jan-10 Oct-10 Dec-10

Source: Stock Exchange of Thailand (SET) PROP SET CPN Date 2010 FOR ACTIVITIES RELATIONS INVESTOR 28 April 2010 April 28 2010 March 23-24 2010 March 16 Analyst Meeting for third quarter performance quarter third for Meeting Analyst Announcement of third quarter financial results financial quarter third of Announcement Analyst Meeting for second quarter performance quarter second for Meeting Analyst Announcement of second quarter financial results financial quarter second of Announcement Analyst Meeting for first quarter performance quarter first for Meeting Analyst Announcement of first quarter financial results financial quarter first of Announcement performance year prior the for payment Dividend The Annual General Meeting of the Shareholders Shareholders the of Meeting General Annual The AGM the attend to rights the for Analyst Meeting for full year performance (prior year) (prior performance year full for Meeting Analyst The closing date of the shareholders registration book registration shareholders the of date closing The Announcement of full year financial results (prior year) (prior results financial year full of Announcement Calendar Financial 2011 TENTATIVE AND 2010 FOR CALENDAR FINANCIAL 30 November 2010 November 30 2010 November 7-8 2010 October 4-5 2010 September 2-3 2010 August 24 2010 July 29 2010 May 19

AGM No.1/2010 at Vibhavadee Ballroom B, 1 B, Ballroom Vibhavadee at No.1/2010 AGM Thailand of Exchange Stock the at performance 2009 year full for Briefing Analyst Roadshow in Hong Kong organized by Credit Suisse Securities Suisse Credit by organized Kong Hong in Roadshow Analyst Briefing for third quarter 2010 performance at the Stock Exchange of Thailand of Exchange Stock the at performance 2010 quarter Lynch third for Merrill Briefing America of Analyst Bank and Securities Phatra by Lynch organized Merrill Singapore in America of Roadshow Bank and Securities Phatra by Stanley organized Morgan Forum and Investor Securities Thai Bualuang by organized Singapore and Kong Hong in Roadshow Analyst Briefing for second quarter 2010 performance at the Stock Exchange of Thailand of Exchange Stock the at performance 2010 quarter second for Briefing Analyst Securities TISCO by Lynch organized Merrill Bangkok in America of Roadshow Bank and Securities Phatra by organized Singapore in Roadshow

Investor Relations Activities Relations Investor November November August August May May May April April February March 2010

st

Floor, Sofitel Centara Grand Bangkok Hotel Bangkok Grand Centara Sofitel Floor,

2011 (Tentative) 2011 November November August August May May May April April April February March

INFORMATION FOR 223 INVESTORS