CPNRF-V.Eng.Pdf

JorTor . 11 -600222

7 August 2017

Subject : Notice of the Unitholders’ Meeting of CPN Retail Growth Leasehold Property Fund No . 1/2017

To : Unitholders of CPN Retail Growth Leasehold Property Fund

Attachments : 1. Objectives, background, and rationale of the conversion of CPN Retail Growth Leasehold Property Fund into CPN Retail Growth Leasehold REIT and the investment in the Additional Assets No. 1, and the opinions of the Settlor and the Management Company

2. Plan for the conversion, dissolution, liquidation, and investment in the Additional Assets No . 1 (conversion timeline )

3. Summary of the draft Trust Deed

4. Summary of agreements into which CPN Retail Growth Leasehold Property Fund entered with other parties and are currently in effect, and status of action for obtaining the consent of such other parties to the change of the contractual party from CPN Retail Growth Leasehold Property Fund to CPN Retail Growth Leasehold REIT

5. Information on the investments of CPN Retail Growth Leasehold Property Fund; value of the properties of CPN Retail Growth Leasehold Property Fund; net asset value and value of the investment units of CPN Retail Growth Leasehold Property Fund; total number of investment units of CPN Retail Growth Leasehold Property Fund; and method for calculating the value of trust units for the conversion

6. Impact on CPN Retail Growth Leasehold REIT and the unitholders as a result of the conversion of the property fund into the real estate investment trust

7. Summary of the comparison of CPN Retail Growth Leasehold Property Fund and CPN Retail Growth Leasehold REIT, and the changes after the conversion

8. Expenses relevant to the conversion, dissolution and liquidation

9. Report on opinion of Independent Financial Advisor in relation to (1) reasonableness of the conversion and the swap ratio of the investment units of CPN Retail Growth Leasehold Property Fund into the trust units of CPN Retail Growth Leasehold REIT, as well as potential impact on the unitholders of CPN Retail Growth Leasehold Property Fund arising from

the conversion, and advantages and disadvantages of the conversion; and (2) acquisition of assets and connected transactions

10 . Information of the REIT Manager

11 . Information of the Trustee

12 . Projected statement of income and details of net property income for the period from 1 January 2018 to 31 December 2018 and report of certified public accountant, and Sensitivity Analysis

13 . Information of the Additional Assets No . 1

14 . Summary of the appraisal reports of the appraisal companies

15 . Information memorandum on acquisition of the Additional Assets No . 1 of CPN Retail Growth Leasehold REIT (to be incurred from the conversion of the property fund into the real estate investment trust ) and entering into connected transactions of CPN Retail Growth Leasehold REIT with connected persons of the REIT Manager

16 . Information of the liquidator

17 . Procedures for registration, attendance for the meeting and grant of proxy

18 . Proxy form

19 . Map of the meeting venue

The Investment Committee of CPN Retail Growth Leasehold Property Fund (“CPNRF ”) by SCB Asset Management Co ., Ltd . ( the “ Management Company ”) and Central Pattana Public Company Limited (“CPN ”), as a unitholder of CPNRF, recognize the overall interests of all CPNRF unitholders, and thus are desirous of converting CPNRF into CPN Retail Growth Leasehold REIT (“CPNREIT ”), as well as additionally investing in CentralFestival Pattaya Beach Project and Hilton Pattaya (the “ Additional Assets No . 1”), as CPNRF is unable to increase its capital in order to make any additional investment in the real estate as prescribed in the Notification of the Office of the Securities and Exchange Commission No . SorNor . 25 /2552 Re : Rules, Conditions, and Procedures for the Establishment and Management of the Property Fund, which is required property funds to file an application for approval in order to increase the capital for additional investment in immovable properties with the Office of the Securities and Exchange Commission (the “ SEC Office ”) by 31 December 2013 . In addition, the tax incentive of CPNRF unitholders for the personal income tax exemption and the tax incentives of a property fund for exemption of the value added tax, the specific business tax, and the stamp duty due to the conversion of a property fund into a real estate investment trust, as well as the benefits relating to the fee for registration of the conversion of a property fund into a real estate investment trust will be expired on 31 December 2017 (the “ Tax and Fee Incentives from Conversion ”).

2 As a result, on 20 July 2017, the Investment Committee’s Meeting of CPNRF resolved that the Unitholders’ Meeting of CPNRF No . 1/2017 be held on 28 August 2017, from 14 .00 hours (registration will be commenced at 13 .00 hours ) onwards, at Vibhavadee Ballroom ABC, Lobby Floor, Centara Grand at Central Plaza Ladprao Bangkok, in order to transact business in accordance with the following agenda :

3 Agenda 1 To consider and approve the conversion of CPNRF into CPNREIT, the conversion plan, the transfer of assets and liabilities of CPNRF to CPNREIT, and the receipt of compensation in the form of trust units of CPNREIT

The Investment Committee’s Meeting of CPNRF resolved to propose the unitholders’ meeting to consider and approve the conversion of CPNRF into CPNREIT, and the investment in the Additional Assets No . 1 (details of which are additionally set out in Agenda 4 and the Attachment 13 hereof ) at the same time or in the close time of conversion. The Management Company expects that the conversion of CPNRF into CPNREIT will be completed within 2017 in order for CPNRF and its unitholders to be entitled to the Tax and Fee Incentives from Conversion, and CPNREIT may make the investment in the Additional Assets No . 1 at the same time or in the close time of conversion, given that it is within 1 year from the date that the unitholders’ meeting resolves to approve the investment in the Additional Assets No . 1. In this regard, the details of the objectives, background information, and rationale for the conversion of CPNRF into CPNREIT and the investment in the Additional Assets No . 1, as well as the opinion of the Settlor and the Management Company are set out in the Attachment 1 . In undertaking any actions with respect to the conversion of CPNRF into CPNREIT and the investment in the Additional Assets No . 1, the Management Company shall comply with the Notification of the Capital Market Supervisory Board No . TorJor . 34 /2559 Re : Conversion of the Property Fund into the Real Estate Investment Trust (“Notification No . TorJor . 34 /2559 ”), and the Notification of the Capital Market Supervisory Board No . TorJor . 49 /2555 Re : Issuance and Offer for Sale of Units of Real Estate Investment Trust (“Notification No . TorJor . 49 /2555 ”), as well as other relevant notifications .

With respect to the conversion from CPNRF into CPNREIT, the details of the plan for the conversion, dissolution, liquidation, and investment in the Additional Assets No . 1 (conversion timeline ) are set out in the Attachment 2 , which can be summarized as follows :

(1) Approval of the unitholders’ meeting of CPNRF : the unitholders’ meeting of CPNRF resolves to approve the conversion and related matters;

(2) Applications for approval to act as the REIT Manager, and for issuance and offering for sale of the trust units : upon having obtained the approval for conversion from the unitholders’ meeting of CPNRF, CPN REIT Management Co ., Ltd . ( a subsidiary of CPN and as the Settlor who is under the approval process of the SEC Office for acting as the REIT Manager which will become the REIT Manager when CPNREIT is completely established ) (the “Settlor ” or the “REIT Manager ”) will submit the application for issuance and offering for sale of the trust units in consideration for all of the assets, debts, and liabilities of CPNRF (the “ Assets and Liabilities of CPNRF ”).

(3) Establishment of CPNREIT : upon having obtained the approval for issuance and offering for sale of the trust units by the Settlor from the SEC Office, the Settlor shall appoint SCB Asset Management Co ., Ltd ., currently acting as the Management Company of CPNRF, to be the trustee of CPNREIT (the “ Trustee ”), and shall proceed with the establishment of CPNREIT by creating rights and duties over the assets for the Trustee by means of entering into

4 an agreement which contain binding provisions that require the Settlor to ensure that CPNREIT acquires the Assets and Liabilities of CPNRF in exchange for the newly -issued trust units of CPNREIT .

The management of CPNREIT shall be conducted by the Trustee and the REIT Manager delegated by the Trustee, subject to the scope of authorities, duties and responsibilities of the Trustee and the REIT Manager as specified in the Trust Deed . The authorities, duties, and responsibilities of the REIT Manager shall be primarily focused on the management of CPNREIT, including the investment in the core assets of CPNREIT . The Trustee shall have the authorities, duties, and responsibilities which will primarily focus on the supervision of the performance of duties of the REIT Manager and other delegated persons (if any ) to ensure the compliance with the Trust Deed and the law, as well as the safekeeping of the assets of CPNREIT . The unitholders can study additional information from the summary of the draft Trust Deed as set out in the Attachment 3 .

(4) Issuance and offering for sale of the trust units of CPNREIT in exchange for the Assets and Liabilities of CPNRF : upon having obtained the approval for issuance and offering for sale of the trust units by the Settlor from the SEC Office, the Settlor shall issue and offer the trust units of CPNREIT in exchange for the Assets and Liabilities of CPNRF, which comprise the rights and duties under the agreements to which CPNRF is currently a contractual party, including the four projects’ movable and immovable properties in which CPNRF currently invests, i .e. CentralPlaza Rama 2 Project, CentralPlaza Rama 3 Project, CentralPlaza Pinklao Project, and CentralPlaza Chiangmai Airport Project. Such Assets and Liabilities of CPNRF also include all agreements into which CPNRF had entered in order to generate benefits from the investment properties that are currently in effect, which will be transferred to CPNREIT by means of the entering into assignment agreement (s) in respect of the rights and duties under the abovementioned agreements . The important details on the rights and duties under the various agreements into which CPNRF entered with other parties and are currently in effect, including the immovable and movable properties currently invested by CPNRF, and status of action for obtaining the consent of such other parties to the change of the contractual party from CPNRF to CPNREIT are set out in the Attachment 4 .

Nonetheless, the Assets and Liabilities of CPNRF shall bear the descriptions as in accordance with the latest net asset value (NAV ) of CPNRF which is to be certified by the fund supervisor of CPNRF prior to the transfer of the Assets and Liabilities to CPNREIT . The information on the net asset value (NAV ) of CPNRF is set out in the Attachment 5 . The Assets and Liabilities of CPNRF shall not include :

(a) Assets or funds reserved for debt payment;

(b) Dividends or monies from the decrease in the registered capital of CPNRF which is yet to be returned to the unitholders or persons entitled to such monies; and

5 (5) Dissolution and liquidation of CPNRF and delisting of the investment units of CPNRF from the Stock Exchange of Thailand (the “ SET ”): after the Assets and Liabilities of CPNRF are transferred to CPNREIT, the Management Company shall carry out the dissolution and liquidation of CPNRF . In the liquidation process, the liquidator shall distribute the trust units of CPNREIT to the unitholders of CPNRF whose names appear in the unitholder register book on which the unitholders have the right to swap the investment units with the trust units (which will be further determined and announced ) (In this regard, the unitholders who are entitled to swap the investment units with the trust units shall become the unitholders of CPNREIT after the liquidator has distributed the trust units but may not be the same unitholders who have attended the meeting to approve the conversion and the investment in the Additional Assets No . 1). Nonetheless, the unitholders who are entitled to the trust units may be affected by the conversion . Details regarding the impact on CPN Retail Growth Leasehold REIT and the unitholders as a result of the conversion of the property fund into the real estate investment trust are set out in the Attachment 6 .

In this regard, the swap ratio of CPNRF units with CPNREIT units to which the unitholders of CPNRF shall be entitled is 1 investment unit to 1 trust unit . With respect to the swapping of the investment units, there shall be no re -purchase of the investment units held by the unitholders attending the Unitholders’ Meeting No . 1/2017 and voting against the conversion .

The Management Company shall determine the closing date of the unitholder register book for the swap of the investment units with the trust units to be in line with the clearing and settlement system of the SET . The Management Company shall request the SET to suspend the trading of CPNRF investment units 3 business days prior to the closing date of the unitholder register book as mentioned above . In this regard, the SET shall suspend the trading on the dates upon which the SET announces the delisting of CPNRF investment units from being listed securities on the SET and the listing of trust units of CPNREIT as listed securities on the SET . The Settlor shall take actions to ensure that the trust units of CPNREIT will be listed on the SET within 15 business days from the closing date of the offer for sale of the trust units .

The conversion of CPNRF into CPNREIT is shown in the diagram below .

6 Diagram showing the conversion of CPNRF into CPNREIT

1. Issuance of CPNREIT Units 2. Liquidation of CPNRF

Holders of Holders of CPNRF Units CPNRF Units Issuance of Trust Units in exchange of Swap ratio between Assets and Liabilities CPNRF and CPNREIT : . CPNRF CPNRF is 1 1 Thus, economic value per unit does not markedly change . CPNREIT CPNREIT Assets CPNRF Has Invested in Transfer of Assets and Liabilities Assets Transferred from CPNRF

3. Structure of CPNREIT after Conversion

Holders of CPNREIT Unit s(1)

CPNREIT

Assets Transferred from CPNRF

(1) The unitholders of CPNRF whose names appear in the unitholder register book as at the date on which the unitholders have the right to swap the investment units with the trust units .

In addition, the unitholders can study additional details relating to the comparison of CPNRF and CPNREIT, and the changes after the conversion in the Attachment 7 , as well as the expenses relevant to the conversion, dissolution, and liquidation in the Attachment 8 .

In this regard, it is appropriate to authorize the Management Company and /or the Settlor and /or the REIT Manager to have the power to take the following actions :

(1) To determine details and /or take any actions necessary for or in connection with the conversion plan, the transfer of the Assets and Liabilities of CPNRF to CPNREIT, and the receipt of compensation in the form of trust units of CPNREIT, in accordance with the resolution of the Unitholders’ Meeting of CPNRF No . 1/2017, as proposed, and /or with the orders or recommendations of the SEC Office, the SET and any relevant government authorities or agencies, or any persons for the said purpose;

7 (2) To negotiate, prepare, execute, deliver, and /or amend any agreements, commitment and /or other documents relating to the conversion, the transfer of the Assets and Liabilities of CPNRF to CPNREIT, and the receipt of compensation in the form of trust units of CPNREIT, including to contact the SEC Office, the SET, and any relevant government authorities or agencies, or any persons for the said purpose; and

(3) To do any other acts which are necessary or relevant to accomplish the foregoing acts in all respects, and to appoint and /or remove any substitutes for accomplishment of the acts (1) and (2) above .

Opinion of the Management Company

• Conversion of CPNRF into CPNREIT

The Management Company and CPN recognize the interests and are desirous of converting CPNRF into CPNREIT in accordance with the abovementioned details . The Management Company thus is of the view that the sole conversion, without additional investment in the same period or in the future, is not economically feasible . This is due to the fact that such undertaking would cause CPNRF to incur expenses for the conversion and liquidation process, and cause CPNREIT (as a result of the conversion of CPNRF ) to incur additional operating expenses . Furthermore, some of the unitholders (who are entitled to swap their investment units with the trust units ) would also be subject to additional tax obligations.

However, having considered the conversion plan having an objective for CPNREIT (as a result of the conversion of CPNRF ) to invest in Additional Assets No . 1, and when considering the related projections, if CPNREIT (as a result of the conversion of CPNRF ) makes the additional investment (regardless whether in the same period as the conversion ), the Management Company deems it appropriate that the unitholders of CPNRF approve the conversion of CPNRF since the conversion will cause CPNRF and its unitholders to receive the Tax and Fee Incentives from Conversion (provided that the conversion is conducted by 31 December 2017 ). The conversion will also benefit the CPNRF unitholders in the long term because CPNREIT shows growth potential from its future additional investments and /or will give the investors the opportunity to benefit from optimal capital structure by borrowing that has relatively lower cost of funds than cost of equity (gearing benefits ). As a result, the CPNREIT unitholders would have the opportunity to gain higher returns on investment from such future investments, which is likely to partially alleviate the tax obligations borne by certain CPNREIT unitholders, whose tax obligations differ from those of the CPNRF unitholders .

In addition, the foreign investors are familiar with the management structure and format of real estate investment trusts. Therefore, CPNREIT may attract more local and international investors, which would promote the liquidity for the trading of the trust units of CPNREIT on the SET .

• Swap ratio of the investment units of CPNRF with the trust units of CPNREIT

The swap ratio of the investment units of CPNRF with the trust units of CPNREIT at the ratio of 1 investment unit to 1 trust unit is appropriate because the swapping of the investment units of CPNRF with the trust units of CPNREIT on this occasion is based on the value

8 calculated from the latest net asset value (NAV ) of CPNRF which is to be certified by the fund supervisor of CPNRF prior to the transfer of the Assets and Liabilities of CPNRF to CPNREIT in exchange for the trust units of CPNREIT . Such swap ratio will not affect the voting rights of the existing unitholders (no control dilution effect ).

In this regard, the Management Company has appointed EY Corporate Services Ltd . to be the Independent Financial Advisor to give its opinion and to analyze the information relating to the conversion, particularly in relation to the reasonableness of the conversion and the swap ratio of the investment units of CPNRF with the trust units of CPNREIT, the potential impact on the unitholders, as well as the advantages and disadvantages of the conversion, as supporting information for the voting on the relevant matter (s). The opinion of the Independent Financial Advisor is set out in the Attachment 9 . Unitholders are advised to study all of the details and information before making their decisions .

Furthermore, upon having obtained the approval of the unitholders’ meeting, the Settlor will then take actions to obtain the approval of the SEC Office for the conversion of CPNRF into CPNREIT, and will subsequently notify all parties of the amendments to the fund scheme in the parts that are relevant to the conversion .

Opinion of the Independent Financial Advisor

The Investment Committee’s Meeting of CPNRF has appointed EY Corporate Services Ltd . to be the Independent Financial Advisor to give its opinion and to analyze the information relating to the conversion, as well as the information on the swapping of the investment units of CPNRF with the trust units of CPNREIT in support of the consideration of and voting on this Agenda . The opinion of the Independent Financial Advisor is set out in the Attachment 9 .

Voting Requirement

Conditions on voting and entering into of the transaction

If the unitholders’ meeting does not approve the proposed matter in this Agenda, the Management Company will not propose other remaining agenda items for consideration . If the unitholders’ meeting approves this Agenda, the Management Company will propose other relevant agenda items in respective order, whereby the Management Company and /or the Settlor and /or the REIT Manager will enter into the transactions hereunder only if the unitholders’ meeting resolves to approve the matters proposed in all other agenda items except Agenda 5 (Please also study the voting conditions in Agenda 5).

Agenda 2 To consider and approve the appointment of a third party which is not the Management Company to act as the REIT Manager of CPNREIT

The Investment Committee’s Meeting of CPNRF resolved to propose the unitholders’ meeting to consider and approve the appointment of CPN REIT Management Co ., Ltd . to act as

9 the REIT Manager of CPNREIT in place of SCB Asset Management Co ., Ltd ., the current Management Company of CPNRF . The information on the REIT Manager is set out in the Attachment 10 .

In this regard, it is appropriate to authorize the Management Company and /or the Settlor and /or the REIT Manager to have the power to take the following actions :

(1) To determine details and /or take any actions necessary for or in connection with the appointment of CPN REIT Management Co ., Ltd . to act as the REIT Manager of CPNREIT, in accordance with the resolution of the Unitholders’ Meeting of CPNRF No . 1/2017, as proposed, and /or with the orders or recommendations of the SEC Office, the SET and any relevant government authorities or agencies, or any persons for the said purpose;

(2) To negotiate, prepare, execute, deliver, and /or amend any agreements, commitment and /or other documents relating to the appointment of CPN REIT Management Co ., Ltd . to be the REIT Manager of CPNREIT, including to contact the SEC Office, the SET, and any relevant government authorities or agencies, or any persons for the said purpose; and

Opinion of the Management Company

CPN REIT Management Co ., Ltd . is in the process of obtaining the approval of the SEC Office to act as the REIT Manager, which must be obtained prior to the establishment of CPNREIT . The REIT Manager is a subsidiary of CPN which is part of the group of leading companies that has extensive experience in the management, investment, and generation of benefits from immovable properties in the category of shopping malls and office buildings for rent . It also has a sound knowledge and understanding of the management and investments in immovable properties in the category of hotels . In this regard, the Management Company is of the view that CPN REIT Management Co ., Ltd . possesses the appropriate characteristics for acting as the REIT Manager . Therefore, it is appropriate that the unitholders approve the appointment of the REIT Manager to ensure the smooth conversion of CPNRF into CPNREIT and to be in compliance with the applicable laws and the resolution of the unitholders’ meeting . The information of the REIT Manager is set out in the Attachment 10 .

Voting Requirement

This Agenda requires an approval from the unitholders’ meeting by a vote of more than half of the total number of the investment units held by the unitholders who attend the meeting and have the right to vote (excluding the votes of the unitholders who may have special interest ). In this regard, the name of the unitholders who have special interest as at the closing date of the unitholder register book on 7 August 2017 are appeared in the insertion of the Notice of this meeting .

10 Conditions on voting and entering into of the transaction

If the unitholders’ meeting does not approve the proposed matter in this Agenda, the Management Company will deem that the resolution approved in Agenda 1 is cancelled, and not propose other remaining agenda items for consideration . If the unitholders’ meeting approves this Agenda, the Management Company will propose other relevant agenda items in respective order, whereby the Management Company and /or the Settlor and /or the REIT Manager will enter into the transactions hereunder only if the unitholders’ meeting resolves to approve the matters proposed in all other agenda items, except Agenda 5 (Please also study the voting conditions in Agenda 5 ).

Agenda 3 To consider and approve the appointment of a third party which is not the fund supervisor of CPNRF to act as the trustee of CPNREIT

According to Agenda 1, the Investment Committee’s Meeting of CPNRF resolved to propose the unitholders’ meeting to consider and approve the appointment of SCB Asset Management Co ., Ltd . to act as the Trustee of CPNREIT in place of Kasikornbank Public Company Limited, the current fund supervisor of CPNRF . The information on the Trustee is set out in the Attachment 11 .

In this regard, it is appropriate to authorize the Management Company and /or the Settlor and /or the REIT Manager to have the power to take the following actions :

(1) To determine details and /or take any actions necessary for or in connection with the appointment of SCB Asset Management Co ., Ltd . to act as the Trustee of CPNREIT, in accordance with the resolution of the Unitholders’ Meeting of CPNRF No . 1/2017, as proposed, and /or with the orders or recommendations of the SEC Office, the SET and any relevant government authorities or agencies, or any persons for the said purpose;

(2) To negotiate, prepare, execute, deliver, and /or amend any agreements, commitment and /or other documents relating to the appointment of SCB Asset Management Co ., Ltd . to be the Trustee of CPNREIT, including to contact the SEC Office, the SET, and any relevant government authorities or agencies, or any persons for the said purpose; and

Opinion of the Management Company

SCB Asset Management Co ., Ltd . has obtained a license for operating its business as a trustee for real estate investment trusts from the SEC Office since 18 September 2013, and has experience in performing trustee duties . At present, SCB Asset Management Co ., Ltd . performs the trustee duties for 5 real estate investment trusts, one of which had undergone the conversion from a property fund in 2016 . It also acts as the fund manager of 9 property funds that invested in a variety of immovable properties, such as shopping malls, hotels, offices, factories and warehouses for rent (including CPNRF ).

11 However, SCB Asset Management Co ., Ltd . is an interested party in respect of the voting on this Agenda and thus reserves the right not to provide an opinion on this matter .

Voting Requirement

This Agenda requires an approval from the unitholders’ meeting by a vote of not less than three -fourths of the total number of investment units held by the unitholders who attend the meeting and have the right to vote . In this regard, the name of the unitholders who have special interest as at the closing date of the unitholder register book on 7 August 2017 are appeared in the insertion of the Notice of this meeting .

Conditions on voting and entering into of the transaction

If the unitholders’ meeting does not approve the proposed matter in this Agenda, the Management Company will deem that the resolutions approved in the previous agenda items are cancelled, and not propose other remaining agenda items for consideration . If the unitholders’ meeting approves this Agenda, the Management Company will propose other relevant agenda items in respective order, whereby the Management Company and /or the Settlor and /or the REIT Manager will enter into the transactions hereunder only if the unitholders’ meeting resolves to approve the matters proposed in all other agenda items, except Agenda 5 (Please also study the voting conditions in Agenda 5 ).

Agenda 4 To consider and approve the investment in the Additional Assets No . 1 by CPNREIT by means of obtaining loans

The Investment Committee’s Meeting of CPNRF resolved to propose the unitholders’ meeting to consider and approve the investment by CPNREIT in the Additional Assets No . 1. Under the conversion plan of CPNRF, the REIT Manager shall proceed to ensure that CPNREIT will invest in Additional Assets No . 1 by means of obtaining loans . The investment in the Additional Assets No . 1 is expected to be conducted at the same time or in the close time of the conversion of CPNRF into CPNREIT, which shall be within 1 year from the date that the unitholders’ meeting resolves to approve the investment in the Additional Assets No . 1. The Management Company expects to complete the conversion within 2017 in order for CPNRF and its unitholders to be entitled to the Tax and Fee Incentives from Conversion . The investment structure of CPNREIT after the investment in the Additional Assets No . 1 is shown in the diagram below .

12 Diagram showing investment structure of CPNREIT after investment in Additional Assets No . 1

Holders of CPNREIT Units (1)

CPNREIT

Assets Transferred Additional Assets from CPNRF No .1

(1) The unitholders of CPNRF whose names appear in the unitholder register book as at the date on which the unitholders have the right to swap the investment units with the trust units .

However, the investment in the Additional Assets No. 1 by CPNREIT shall be subject to the following conditions :

(1) Approval from the unitholders’ meeting of CPNRF for the conversion of CPNRF and the investment in the Additional Assets No . 1;

(2) Acceptance for an approval of the issuance and offering of trust units of CPNREIT for the conversion of CPNRF by the SEC Office;

(3) Successful completion of the conversion of CPNRF into CPNREIT by means of creating rights over assets for the Trustee upon the execution of the Trust Deed;

(4) Successful entering into and performance under the agreements relevant to the investment in the Additional Assets No . 1; and

(5) Receipt of sufficient proceeds from loan for the investment in the Additional Assets No . 1.

The investment conditions above may have an impact on the estimated cash distribution per unit (DPU ) expected to be received by the unitholders following CPNREIT’s investment in the Additional Assets No . 1 at THB 1.6750 per unit during the projected period, equivalent to an increase of THB 0.3031 per unit compared to the estimated DPU expected to be received by the unitholders if CPNRF does not undergo a conversion and no investment is made in the Additional Assets No . 1, according to the projected statement of income and details of net property income for the period from 1 January 2018 to 31 December 2018 and report of certified public accountant, and sensitivity analysis which are set out in the Attachment 12 .

(1) The unitholders of CPNRF whose names appear in the unitholder register book as at the date on which the unitholders have the right to swap the investment units with the trust units .

13 Details of the Additional Assets No . 1 (CentralFestival Pattaya Beach Project and Hilton Pattaya 1)

Name of the projects CentralFestival Pattaya Beach Project and Hilton Pattaya

Location No . 333 /99 and No . 333 /101 Moo 9, Pattaya Sai 1 Road, Nongprue Subdistrict, Banglamung District, Chon Buri Province

Owner of the Additional CPN Pattaya Co ., Ltd . ( “CPN Pattaya ”) Assets No . 1

Relationship between The owner of the Additional Assets No . 1 and the Settlor or the the owner of the REIT Manager are subsidiaries of CPN . CPN holds 99 .99 % of the . Additional Assets No 1, shares in the owner of the Additional Assets No . 1, and holds 99 .99 % and the Settlor or the of the shares in the Settlor or the REIT Manager, respectively . REIT Manager

Nature of investment in CPNREIT will invest in the Additional Assets No . 1 as follows : the Additional Assets No . 1 CentralFestival Pattaya Beach Project

(1) Leasehold rights over the immovable properties which are certain parts of the building and structures in the CentralFestival Pattaya Beach shopping mall comprising a shopping complex building (partial ) and indoor parking spaces (partial ), being an investment area of approximately 70,095 square meters .

In addition, the leased properties are exclusive of (1) the area in CentralFestival Pattaya Beach shopping mall that CPN Pattaya has leased to the tenants for an upfront rental fee in the form of long -term lease agreements, and the areas which are currently being renovated or under a renovation plan, and (2) the parking spaces to which CPN Pattaya is entitled proportionately according to its rights .

(2) Leasehold rights over the utilities systems, i .e. electrical system, utilities system, telephone system, elevators, escalators, air conditioning system, engineering works system, wastewater treatment system, and various facilities that have been installed and used in the building and structures of CentralFestival Pattaya Beach shopping mall, along with other rights relating to or in connection with the aforementioned systems .

1 Disclaimer regarding Hilton : Each of Hilton Worldwide Manage Limited and Hilton International Manage LLC and their respective parents, subsidiaries and affiliates (“Hilton ”) makes no representation or warranty, express or implied, as to the accuracy, currency, reliability or completeness of the data in this document and is not responsible or liable in any way whatsoever for any claim, loss or damage arising out of or in connection with any of its contents . Hilton has made no statement included in this document or any statement on which a statement in this document is based . Hilton has had no involvement in the preparation of any part of this document and Hilton has not authorised or caused the issue of, and expressly disclaims and takes no responsibility for, any part of this document .

14 (3) Ownership of movable properties, i .e. equipment for décor, tools, instruments, whether fixed or not permanently fixed, including other equipment used for the purpose of installing décor or facilitating users of the building and structures of CentralFestival Pattaya Beach Project . These are located on and /or fixed on the exterior or in the interior of the areas of the building and structures of CentralFestival Pattaya Beach Project or on the surface of the building and structures of CentralFestival Pattaya Beach Project, and /or the area being a part of the leased area occupied by tenants in CentralFestival Pattaya Beach Project; over which CPN Pattaya has ownership including any other rights relating to or in connection with the aforementioned properties (as the case may be ), excluding properties that are component parts of the building and structures of CentralFestival Pattaya Beach Project.

Hilton Pattaya

(1) Leasehold rights over the immovable properties, i .e. certain parts of the building and structures in Hilton Pattaya comprising the whole hotel building and certain parts of indoor parking spaces, being an investment area of approximately 49,686 square meters;

(2) Leasehold rights over the utilities systems, i .e. electrical system, utilities system, telephone system, elevators, escalators, air conditioning system, engineering works system, wastewater treatment system, and various facilities that have been installed and used in building and structures of Hilton Pattaya, as well as any rights relating to or in connection with the aforementioned systems; and

(3) Ownership of movable properties, i .e. equipment for décor, tools, instruments, whether fixed or not permanently fixed, including other equipment used for the purpose of installing décor or facilitating hotel guests and users of the building and structures of Hilton Pattaya . These are located on and /or fixed on the exterior or in the interior of the area of the building and structures of Hilton Pattaya or on the surface of the building and structures of Hilton Pattaya; over which CPN Pattaya has ownership, including any other rights relating to or in connection with the aforementioned properties, excluding properties that are component parts of the buildings and structures of Hilton Pattaya .

Leasehold investment Approximately 20 years, whereby the leasehold right will expire on period 31 August 2037 .

15 CPN Pattaya is the owner of the buildings and structures in CentralFestival Pattaya Beach Project and Hilton Pattaya, and has the leasehold right and /or sub -leasehold right over the land where the buildings and structures of CentralFestival Pattaya Beach Project and Hilton Pattaya are located . However, even though CPNREIT does not invest in the aforementioned land and certain areas of CentralFestival Pattaya Beach shopping mall, under the agreement to be executed by and between CPNREIT and CPN Pattaya, CPN Pattaya shall grant the right to CPNREIT to utilize the areas in which CPNREIT does not invest but which are related to the leased properties, such as the common area, parking area, and internal roads surrounding the immovable properties, and the entries and exits of CentralFestival Pattaya Beach shopping mall and Hilton Pattaya without requiring any considerations in return for the purpose of operation of CentralFestival Pattaya Beach Project and Hilton Pattaya . The details of the Additional Assets No . 1 are set out in the Attachment 13 . In addition, CPN agrees to undertake to grant the right to CPNREIT to use names and /or trademarks and /or service marks in connection with CentralFestival Pattaya Beach Project without consideration, and CPN Pattaya agrees to undertake to grant the right of first refusal to CPNREIT for the areas in CentralFestival Pattaya Beach shopping mall which are not invested in by CPNREIT .

In this regard, the Settlor engaged two appraisal companies, namely, Sims Property Consultant Co ., Ltd . and Quality Appraisal Co ., Ltd ., which are in the list of valuers approved by the SEC Office, in order to evaluate the properties. The details in relation to the valuation of the Additional Assets No . 1 are set out in the Attachment 14 which are summarized below .

Appraisal Appraised Value Valuation Date Companies based on Income Approach THB 7,137,000,000 Sims Property (for CentralFestival Pattaya Beach Project ); and 1 July 2017 Consultant Co ., Ltd . THB 3,286,000,000 (for Hilton Pattaya ) THB 7,207,000,000 Quality Appraisal (for CentralFestival Pattaya Beach Project ); and 1 July 2017 Co ., Ltd . THB 3,403,000,000 (for Hilton Pattaya )

The investment in the Additional Assets No . 1 by CPNREIT shall have the value of not exceeding THB 12,570,000,000 . In this regard, the final investment value, net of all relevant expenses to be incurred from the investment by CPNREIT in the Additional Assets No . 1 will be THB 11,908,000,000, which is higher than the lowest appraised value of the Additional Assets No . 1 as appraised by the appraisal companies by approximately 14 .25 percent . The relevant expenses shall include the Value Added Tax (VAT ), registration fees, and stamp duty, as well as all other relevant fees and expenses in relation to the investment in the Additional Assets No . 1 for which CPNREIT is responsible . In this regard, the value of the Additional Assets No . 1 to be invested by CPNREIT is deemed appropriate in respect of the returns on, and the risks associated with the investment, which are considered based on various factors, such as commercial potential of the assets, asset conditions and utilization, the amount of loans taken out by CPNREIT, and etc . The source of funds that CPNREIT will utilize for the investment in the Additional Assets No . 1 will be obtained from loans from commercial banks and /or financial institutions .

16 In making the investment in the Additional Assets No . 1, CPNREIT will invest in assets both in the forms of leasehold right over immovable properties and ownership of movable properties from CPN Pattaya . With respect to the Additional Assets No . 1, CPNREIT will appoint CPN as the property manager for CentralFestival Pattaya Beach Project . In the case of Hilton Pattaya, which is an asset in the category of a hotel, CPNREIT will sublease the immovable properties and lease out the movable properties to a subsidiary company of CPN which shall be further established in the future . In light of the above, the investment in the Additional Assets No . 1 and generation of benefits from those properties constitute connected transactions between CPNREIT and the connected persons of the REIT Manager, the value of which is more than 3 percent of the net asset value of CPNRF according to the reviewed financial statements as at 31 March 2017 (the net asset value of CPNRF was approximately THB 29,521 million ). Therefore, CPNREIT must obtain the resolutions of the REIT unitholders in compliance with the Notification of the SEC Office No . SorRor . 26 /2555 RE : Provisions relating to Particulars, Terms and Conditions in a Trust Instrument of Real Estate Investment Trusts (the “ Notification No . SorRor . 26 /2555 ”). The information memorandum on the acquisition of the Additional Assets No . 1 by CPNREIT (as a result of the conversion of CPNRF ), and entering into connected transactions between CPNREIT and connected persons of the REIT Manager is as appeared in the Attachment 15 .

In this regard, it is appropriate to authorize the Management Company and /or the Settlor and /or the REIT Manager to have the power to take the following actions :

(1) To determine details of the Additional Assets No . 1 and /or take any actions necessary for or in connection with the investment in the Additional Assets No . 1, in accordance with the resolution of the Unitholders’ Meeting of CPNRF No . 1/2017, as proposed, and /or with the orders or recommendations of the SEC Office, the SET and any relevant government authorities or agencies, or any persons for the said purpose;

(2) To negotiate, prepare, execute, deliver, and /or amend any agreements, commitment and /or other documents relating to the investment in the Additional Assets No . 1, including to contact the SEC Office, the SET, and any relevant government authorities or agencies, or any persons for the said purpose; and

Opinion of the Management Company

The Management Company and CPN recognize the benefits which may be generated to CPNREIT, and thus are desirous of investing in the Additional Assets No . 1 and subleasing the immovable properties in the category of hotels (Hilton Pattaya ) to the sublessee of the assets . The Management Company therefore is of the view that such transactions is appropriate because the proposed investment in the Additional Assets No . 1 on this occasion involves investment in immovable properties that are located in good area with good operational results . Furthermore, the generation of benefits from the additional investment in the shopping mall (partial ) and the

17 sublease of the assets will help diversify the sources of income and the investment risks of CPNREIT . The proposed investment will also give the investors the opportunity to gain gearing benefits, which will give them the opportunity to gain additional returns on their investment in the long term . However, the investment in the assets in the category of hotels may have a risk from the decrease in the number of tourists due to tourism seasons and economic and political situation which may impact on the hotel operation of the sublessee of the assets from CPNREIT, as well as a risk from the sublessee of the assets from CPNREIT may not be able to make rental payment to CPNREIT . In addition, a risk from loan which will be taken for additional investment this time, such as a risk of refinancing, might be occurred .

Furthermore, the interest rate to be borne by CPNREIT for the loan on this occasion is expected to be comparable to the minimum loan rate, and the conditions on the loan (e.g. rights and duties between the creditor and the shareholders / unitholders ) are expected to be similar with those that most domestic commercial banks offer to their customers in a similar industry . Notwithstanding the foregoing, the management of the risks associated with the financial liquidity of CPNREIT must also be taken into consideration and CPNREIT has duly taken this factor into consideration . The gearing ratio of CPNREIT will be approximately 34 percent of the total asset value of CPNREIT (as at the end of registration date for investment in assets being transferred from conversion of CPNRF and the lease of the Additional Assets No . 1, including borrowing for renovation of immovable assets in CentralPlaza Rama 3 Project ). Even though, following the investment in the Additional Assets No . 1, the average remaining leasehold period of CPNREIT will be reduced from 35 years to approximately 31 years (weighted average by appraised value of the assets that will be transferred from CPNRF as at 31 March 2017 and the value of the Additional Assets No . 1), the investment in the Additional Assets No . 1 on this occasion will mitigate the impact from the fluctuation of the income stream of CPNREIT in the event that the leasehold /subleasehold rights over certain assets are expired .

In this regard, the Management Company has appointed EY Corporate Services Ltd . to be the Independent Financial Advisor to give its opinion on and to analyze the information relating to the investment in the additional assets as mentioned above, particularly in relation to the reasonableness of the transaction, the potential impact on the unitholders, as well as the advantages and disadvantages of the entering into of the transaction, as supporting information for the voting on the relevant matter (s). The opinion of the Independent Financial Advisor is set out in the Attachment 9 . Unitholders are advised to study all of the details and proposed information before making their decisions .

Therefore, the Management Company is of the view that the unitholders should approve CPNREIT’s investment in the Additional Assets No . 1 by means of obtaining loan, as proposed .

Furthermore, upon having obtained the approval of the unitholders’ meeting, the Settlor will then take actions to obtain the approval of the SEC Office for CPNREIT’s investment in the Additional Assets No . 1 accordingly .

Opinion of the Independent Financial Advisor

The Investment Committee’s Meeting of CPNRF has appointed EY Corporate Services Ltd . to be the Independent Financial Advisor to give its opinion on and to analyze the information

18 relating to the investment in the Additional Assets No . 1, as well as all relevant information considering that this is a transaction between CPNREIT and the connected persons of the REIT Manager, in support of the consideration of and voting on this Agenda . The opinion of the Independent Financial Advisor is set out in the Attachment 9 .

Voting Requirement

This Agenda requires an approval from the unitholders’ meeting by a vote of not less than three -fourths of the total number of the investment units held by the unitholders who attend the meeting and have the right to vote (excluding the votes of the unitholders who may have special interest ). In this regard, the name of the unitholders who have special interest as at the closing date of the unitholder register book on 7 August 2017 are appeared in the insertion of the Notice of this meeting .

Conditions on voting and entering into of the transaction

Agenda 5 To consider and approve the loan transaction and the entering into conflict of interest transaction with CPNREIT

Since the source of funds that CPNREIT will utilize for the investment in the Additional Assets No . 1 will be obtained from loans from commercial banks and /or financial institutions, which may include borrowing from The Siam Commercial Bank Public Company Limited who are a major shareholder of the Trustee of CPNREIT, the Investment Committee’s Meeting of CPNRF thereby resolved to propose to the unitholders’ meeting to consider and approve the loan transaction and the entering into the conflict of interest transaction with CPNREIT pursuant to the Notification of the SEC Office No . SorRor . 27 /2557 Re : Regulations relating to Conflicts of Interest with Real Estate Investment Trusts, which requires CPNREIT to disclose adequate information to the unitholders before entering into a transaction .

The total loan amount shall be the rate at approximately 34 percent of the total asset value of CPNREIT (as at the end of registration date for investment in assets being transferred from conversion of CPNRF and the lease of the Additional Assets No . 1, including borrowing for renovation of CentralPlaza Rama 3 Project ). In this regard, the terms and conditions of the loan will be provided in the loan agreement between CPNREIT and the lender . The initial conditions of the loan proposed by The Siam Commercial Bank Public Company Limited are as follows :

19 Initial Conditions

Type Loan

Objective Credit facility for asset acquisition, for the purpose of maintenance or repair of the immovable properties of CPNREIT, and for repayment of the debt incurred under the former loan agreement (Refinance )

Total credit line Not exceeding THB 16,150 million, with the highest credit line of not exceeding 35 percent of the total asset value of CPNREIT (as at the end of registration date for investment in assets being transferred from conversion of CPNRF and the lease of the Additional Assets No . 1, including borrowing for renovation of CentralPlaza Rama 3 Project )

Loan Term Not more than 2 years from the execution date of the loan agreement

Interest rate Fixed and /or floating interest rate with a rate of not exceeding 3 .50 per annum

Collateral With or without collateral

In consideration of taking loan by CPNREIT, the Settlor will consider it to be in line and appropriate with financial status and cash flow of CPNREIT, including money market and capital market conditions .

In this regard, it is appropriate to authorize the Management Company and /or the Settlor and /or the REIT Manager to have the power to take the following actions :

(1) To determine details of loan and /or take any actions necessary for or in connection with the loan obtaining, in accordance with the resolution of the Unitholders’ Meeting of CPNRF No . 1/2017, as proposed, and /or with the orders or recommendations of the SEC Office, the SET and any relevant government authorities or agencies, or any persons for the said purpose;

(2) To negotiate, prepare, execute, deliver, and /or amend any agreements, commitment and /or other documents relating to the loan, including to contact the Office of the SEC, the SET, and any relevant government authorities or agencies, or any persons for the said purpose; and

Opinion of the Management Company

The loan amount proposed to the unitholders’ meeting for its consideration in this Agenda shall be in approximate of 34 percent of the total asset value of CPNREIT (as at the end of registration date for investment in assets being transferred from conversion of CPNRF and the lease of the Additional Assets No . 1, including borrowing for renovation of CentralPlaza Rama 3

20 Project ) that are not exceeding 35 percent of the total asset value of CPNREIT as required by the Notification No . TorJor . 49 /2555, including the total existing loans of CPNREIT as at the drawdown date of this loan .

However, CPNREIT may face a financial risk associated with debt refinancing, in particular in the event that the cash flow of CPNREIT will be decreased due to the expiry of the leasehold rights in certain investment assets (in 2024 for CentralPlaza Pinklao Project, in 2025 for CentralPlaza Rama 2 Project, in 2044 for CentralPlaza Chiangmai Airport Project and in 2095 for CentralPlaza Rama 3 Project, ), including the risk which may be incurred from the increase of interest rate . Those may adversely affect the ability of CPNREIT to pay distribution to the unitholders and CPNREIT may be required to pay debts which are due with funds from equity raising by way of issuance and offering for sale of the additional trust units .

The Investment Committee of CPNRF is thus of the view that the proposed loan which is considered as a transaction with a related person of the Trustee, who may have conflict of interest with CPNREIT, is not in violation of the Trust Deed of CPNREIT and the relevant laws . In addition, the conditions proposed to CPNREIT by The Siam Commercial Bank Public Company Limited on this occasion are comparable to those offered to their customers of a similar nature e .g. the interest rate, loan term and security (if any ).

Voting Requirement

This Agenda requires an approval from the unitholders’ meeting by a majority vote of the total number of the investment units held by the unitholders who attend the meeting and have the right to vote, whereby the resolution of the unitholders’ meeting shall not have the objection votes of more than one -fourth of the total issued investment units . In this regard, the name of the unitholders who have special interest as at the closing date of the unitholder register book on 7 August 2017 are appeared in the insertion of the Notice of this meeting

Conditions on voting and entering into of the transaction

If the unitholders’ meeting does not approve the proposed matter in this Agenda, or the total number of disapproval votes is more than one -fourth of the total issued investment units, the Management Company will not enter into the transaction which is considered as a conflict of interest with CPNREIT by borrowing from The Siam Commercial Bank Public Company Limited . However, the Management Company will consider other sources of funds for use in investing in the Additional Assets No . 1 by means of borrowing from other financial institutions and /or commercial banks . In this regard, the resolutions of approval for all previous agenda items shall remain valid, and the Management Company will propose other relevant agenda items in respective order . Furthermore, the Management Company and /or the Settlor and /or the REIT Manager will enter into the transactions hereunder only if the unitholders’ meeting resolves to approve the matters proposed in all other agenda items .

21 Agenda 6 To consider and approve the appointment of the property manager and the entering into a connected transaction between CPNREIT and a connected person of the REIT Manager

The Investment Committee’s Meeting of CPNRF resolved to propose to the unitholders’ meeting to consider and approve the appointment of CPN, who presently acts as the property manager of CPNRF, to be the property manager of CPNREIT . The new Property Manager Appointment Agreement to be entered into by CPNREIT and CPN shall have all material terms and conditions as same as those of CPNRF, save for the calculation basis of the property management fee . During the period that CPNREIT has yet invested in the Additional Assets No . 1, CPNREIT will enter into the new Property Manager Appointment Agreement with CPN under the same terms and conditions as currently agreed with CPN . Regarding the new property management fee proposed this time shall be calculated on the last day of each month based on the value of investment properties (excluding the value of investment properties of hotel ) from the net asset value report of CPNREIT approved by the Trustee of CPNREIT in each month . This amendment shall be in place of the property management fee calculated based on the net asset value of CPNRF, and shall; therefore, reflect the value of the core assets of CPNREIT which are managed by the property manager, which would result in the new property management fee to be reasonable and fair to both parties . In this regard, the amendment shall be as follows :

Calculation of Property Management Fee Calculation of Property Management Fee of CPNRF of CPNREIT At the rate of not exceeding 0 .30 percent per At the rate of not exceeding 0.28 percent per annum of the net asset value, calculated on annum of the value of investment properties the last day of each month from the net asset value report of CPNREIT approved by the Trustee of CPNREIT in each month (excluding the value of investment properties of hotel ), calculated on the last day of each month

The act outlined in this Item shall constitute a connected transaction between CPNREIT and a connected person of the REIT Manager, the value of which is more than 3 percent of the net asset value of CPNRF according to the reviewed financial statements as at 31 March 2017 (the net asset value of CPNRF was approximately THB 29,521 million ). Therefore, CPNREIT must obtain the resolutions of the REIT unitholders in compliance with the Notification No . SorRor . 26 /2555 . The information memorandum on the acquisition of assets and entering into a connected transaction between CPNREIT and the connected persons of the REIT Manager shall be appeared in the Attachment 15 .

In this regard, it is appropriate to authorize the Management Company and /or the Settlor and /or the REIT Manager to have the power to take the following actions:

(1) To determine details of the appointment of the Property Manager and /or take any actions necessary for or in connection with the appointment of the Property Manager, in accordance with the resolution of the Unitholders’ Meeting of CPNRF No . 1/2017, as proposed, and /or with the orders or recommendations of the SEC Office, the SET and any relevant government authorities or agencies, or any persons for the said purpose;

22 (2) To negotiate, prepare, execute, deliver, and /or amend any agreements, commitment and /or other documents relating to the appointment of the Property Manager, including to contact the Office of the SEC, the SET, and any relevant government authorities or agencies, or any persons for the said purpose; and

Opinion of the Management Company

The Management Company views that it is appropriate for CPN to be re -appointed and to continue to perform its duties as the property manager because CPN has performed duties as the property manager of CPNRF . CPN has a sound knowledge of the nature of the assets, lessors, and competitive environment relating to each of the assets to be transferred from CPNRF and the Additional Assets No . 1 of CPNREIT . The operational results of the said property manager show that it was able to manage the assets in a manner which has resulted in regular and continuous profits .

Furthermore, the amendment to the basis for the calculation of the property management fee proposed above is made to ensure consistency with the scope of duties and responsibilities of the property manager under the Property Manager Appointment Agreement of CPNREIT . Such scope of duties will not be dependent on the capital structure of CPNREIT, which differs from that of CPNRF . The proposed amendment will be in accordance with the types of assets for which the property manager will be directly responsible (the calculation will not include the value of the immovable properties in the category of hotels, in which CPNREIT may invest and sublease to its sublessee ). A new Property Manager Appointment Agreement of CPNRREIT will be executed only in the event that CPNRF is converted into CPNREIT and CPNREIT invests in the Additional Assets No . 1.

In this regard, the Management Company has appointed EY Corporate Services Ltd . to be the Independent Financial Advisor to give its opinion on and to analyze the information relating to the appointment of the property manager, which constitutes a transaction between CPNREIT and the connected person of the REIT Manager, particularly in relation to the reasonableness of the transaction, the potential impact on the unitholders, as well as the advantages and disadvantages of the entering into of the transaction, as supporting information for the voting on the relevant matter (s). The opinion of the Independent Financial Advisor is set out in the Attachment 9 . Unitholders are advised to study all of the details and information before making their decisions .

In light of the above, the Management Company is of the view that the unitholders should approve the appointment of the property manager, as proposed in all respects .

Opinion of the Independent Financial Advisor

The Investment Committee’s Meeting of CPNRF has appointed EY Corporate Services Ltd . to be the Independent Financial Advisor to give its opinion on and to analyze the information relating to the appointment of the property manager, as well as all relevant information

23 considering that this is a transaction between CPNREIT and the connected persons of the REIT Manager, in support of the consideration of and voting on this Agenda . The opinion of the Independent Financial Advisor is set out in the Attachment 9 .

Voting Requirement

Conditions on voting and entering into of the transaction

Agenda 7 To consider and approve the amendments to the fund scheme

The Investment Committee’s Meeting of CPNRF resolved to propose the unitholders’ meeting to consider and approve the amendments to the fund scheme in respect of the transfer of the Assets and Liabilities of CPNRF to CPNREIT in exchange with the newly -issued trust units of CPNREIT for the conversion, the fees and expenses charged on CPNRF, the cancellation of the fund scheme, the liquidation of CPNRF, the method for calculating average monies and /or the trust units of CPNREIT to be returned to the unitholders upon the cancellation of the fund scheme in order to be in line with the conversion of CPNRF into CPNREIT and the conversion plan . Amendments to the fund scheme are detailed below :

7.1 Transfer of the Assets and Liabilities of CPNRF to CPNREIT in exchange with the newly -issued trust units of CPNREIT

To amend the fund scheme in respect of the transfer of the Assets and Liabilities of CPNRF to CPNREIT in exchange with the newly -issued trust units of CPNREIT for the conversion to be in accordance with the conversion of CPNRF into CPNREIT .

7.2 Fees and expenses charged on CPNRF

To amend the fees and expenses charged on CPNRF in relation to the conversion of CPNRF into CPNREIT .

24 7.3 Cancellation of the fund scheme

To amend the events of cancellation of the fund scheme of CPNRF in order to be in line with the conversion of CPNRF into CPNREIT .

7.4 Liquidation of CPNRF and method for calculating the average of monies and /or distributing trust units of CPNREIT to the unitholders upon the cancellation of the fund scheme

To amend the liquidation method of CPNRF in the case of the dissolution of CPNRF as a result of its conversion, particularly in respect of CPNRF distributing the trust units of CPNREIT (that CPNRF acquires as a result of the conversion ) to the unitholders of CPNRF in order to be in accordance with the conversion of CPNRF into CPNREIT .

In this regard, it is appropriate to authorize the Management Company and /or the Settlor and/or the REIT Manager to have the power to take the following actions :

(1) To amend the wording or contents in the fund scheme as necessary and relevant thereto and /or take any actions necessary for or in connection with the amendments to the fund scheme, in accordance with the resolution of the Unitholders’ Meeting of CPNRF No . 1/2017, as proposed, and /or with the orders or recommendations of the SEC Office, the SET and any relevant government authorities or agencies, or any persons for the said purpose;

(2) To negotiate, prepare, execute, deliver, and /or amend any agreements, commitment and /or other documents relating to the amendments to the fund scheme, including to contact the Office of the SEC, the SET, and any relevant government authorities or agencies, or any persons for the said purpose; and

Opinion of the Management Company

The unitholders should approve the amendments to the fund scheme of CPNRF as proposed in Agenda 7 in order to ensure that the fund scheme is in accordance with the conversion of CPNRF into CPNREIT, and the conversion plan which had been considered by the unitholders Agenda 1 .

In this regard, upon having obtained the approval of the unitholders’ meeting, the Management Company will notify the SEC Office of the changes to the fund scheme of CPNRF within 15 days from the date on which the unitholders’ meeting resolves to approve the amendment to the fund scheme of CPNRF . Furthermore, the Management Company will notify all unitholders of the change of the fund scheme of CPNRF and announce thereof via the system of the SET (without delay and within 10 business days ). It will also publish on at least one daily newspaper within 15 days from the date on which the unitholders’ meeting resolves to approve the amendments to the fund scheme of CPNRF .

25 Voting Requirement

This Agenda requires an approval from the unitholders’ meeting by a vote of more than half of the total issued investment units (excluding the votes of the unitholders who may have special interest ). In this regard, there are no unitholder having conflict of interest in this Agenda .

Conditions on voting and entering into of the transaction

Agenda 8 To consider and approve the dissolution, liquidation, and appointment of the liquidator of CPNRF

The Investment Committee’s Meeting of CPNRF resolved to propose the unitholders’ meeting to consider and approve the dissolution, liquidation, and appointment of the liquidator of CPNRF, upon CPNRF having transferred all of the Assets and Liabilities of CPNRF to CPNREIT in exchange with the newly -issued trust units of CPNREIT . The Management Company, the Settlor, and liquidator of CPNRF shall comply with the resolutions of the unitholders of CPNRF and shall take the following actions :

(1) The Management Company shall dissolve CPNRF by giving notice of the dissolution to the unitholders and fund supervisor of CPNRF, the SET, and the SEC Office at least five business days prior to the dissolution of CPNRF;

(2) The liquidator shall complete the liquidation of CPNRF within 90 days from the date of dissolution of CPNRF, unless having been granted an extension by the SEC Office in the case of necessity and appropriateness, subject to the criteria prescribed in the relevant notifications;

(3) The liquidator shall distribute the trust units of CPNREIT (that CPNRF acquires as a result of the conversion ) to CPNRF unitholders whose names are listed in the unitholder register book as at the date for determining the names of the unitholders who are entitled to swap the investment units of CPNRF with the trust units of CPNREIT without delay . The liquidator must also submit the following documents to the unitholders :

(a) Documents showing the number of trust units to which each unitholder is entitled; and

(b) Prospectus for the offering for sale of the trust units for accommodating the conversion, or a document containing material information that is in accordance with the fact sheet as shown in the registration statement for the offering for sale of trust units submitted to the SEC Office;

26 (4) The liquidator shall allocate the dividends and /or returned invested amount (if any ) to the unitholders of CPNRF whose names are listed in the unitholder register book as at the date for determining the names of the unitholders who are entitled to receive the dividends and /or returned invested amount (if any );

(5) The liquidator and /or the Management Company shall file the application for delisting the investment units of CPNRF from being the listed securities on the SET;

(6) The Settlor shall file the application for listing the trust units of CPNREIT as listed securities to the SET; and

(7) The liquidator shall submit the application for dissolution of CPNRF along with the liquidation report to the SEC Office within 30 days from the completion date of the liquidation process in compliance with the criteria prescribed in the relevant notifications .

In addition, in liquidating CPNRF, the Management Company shall perform the duties as the liquidator for a fee at the rate of THB 100,000 (excluding VAT ). The information on the liquidator is set out in the Attachment 16 .

In this regard, it is appropriate to authorize the Management Company and /or the Settlor and /or the REIT Manager to have the power to take the following actions :

(1) To determine details and /or take any actions necessary for or in connection with the dissolution, liquidation, and appointment of the liquidator of CPNRF, in accordance with the resolution of the Unitholders’ Meeting of CPNRF No . 1/2017, as proposed, and /or with the orders or recommendations of the SEC Office, the SET and any relevant government authorities or agencies, or any persons for the said purpose;

(2) To negotiate, prepare, execute, deliver, and /or amend any agreements, commitment and /or other documents relating to the dissolution, liquidation, and appointment of the liquidator of CPNRF, including to contact the Office of the SEC, the SET, and any relevant government authorities or agencies, or any persons for the said purpose; and

Opinion of the Management Company

The unitholders should approve the dissolution, liquidation, and appointment of the liquidator of CPNRF so as to be in line with the resolution of the unitholders’ meeting on the conversion of CPNRF into CPNREIT, and to ensure compliance with the relevant laws .

Voting Requirement

This Agenda requires an approval from the unitholders’ meeting by a vote of more than half of the total issued investment units. In this regard, there are no unitholder having conflict of interest in this Agenda .

27 Conditions on voting and entering into of the transaction

If the unitholders’ meeting does not approve the proposed matter in this Agenda, the Management Company will deem that the resolutions approved in the previous agenda items are cancelled

Agenda 9 To consider other matters (if any )

The unitholders are cordially invited to attend the Meeting on the date and at the time and place as specified above . In this regard, please read the procedures for registration, attendance of the meeting and grant of proxy as per the details appeared in Attachment 17 . If you are not able to attend the meeting in person and wish to appoint a proxy to attend and vote at the meeting on your behalf, please fill in and execute the attached proxy form as provided in Attachment 18 .

To facilitate the registration of attendance of the meeting, the unitholders are requested to deliver the proxy (with THB 20 stamp duty affixed ) to the Management Company at least 2 days before the date of the meeting, by address to the Fund Manager of CPN Retail Growth Leasehold Property Fund , at 7th - 8th Floor, SCB Park Plaza 1, 18 Ratchadapisek Road, Jatujak, Bangkok 10900 Thailand, or to present it to the registration staff before the commencement of the Meeting .

Yours sincerely,

by SCB Asset Management Co ., Ltd .

Mr . Smith Banomyong Chief Executive Office

28 Insert Page The Unitholders’ Meeting of CPN Retail Growth Leasehold Property Fund No. 1/2017 The name of the unitholders who have special interest as at the closing date of the unitholder register book on 7 August 2017

Agenda 1 To consider and approve the conversion of CPNRF into CPNREIT, the conversion plan, the transfer of assets and liabilities of CPNRF to CPNREIT, and the receipt of compensation in the form of trust units of CPNREIT

-There is no unitholder having a special interest in this agenda-

Agenda 2 To consider and approve the appointment of a third party which is not the Management Company to act as the REIT Manager of CPNREIT

Number of No. Unitholder units held 1) Central Pattana Public Company Limited 590,521,686 26.69 2) Ms. Wallaya Chirathivat 1,566,300 0.07 3) Mr. Kobchai Chirathivat 560,097 0.03 4) Mr. Chanavat Uahwatanasakul 330,000 0.01 5) Ms. Nalinee Chirathivat 275,000 0.01 6) Ms. Naparat Sriwanvit 167,500 0.01 7) Mr. Piya Techapichetvanich 50,000 0.00 8) Ms. Prapairat Teekaput 38,300 0.00 9) Ms. Pirinee Pringsulaka 9,661 0.00 10) Ms. Khemploy Tonsakulrungruang 3,000 0.00 Total 593,521,544 26.83

Agenda 3 To consider and approve the appointment of a third party which is not the fund supervisor of CPNRF to act as the trustee of CPNREIT

-There is no unitholder having a special interest in this agenda-

Agenda 4 To consider and approve the investment in the Additional Assets No. 1 by CPNREIT by means of obtaining loans

Number of No. Unitholder units held 1) Central Pattana Public Company Limited 590,521,686 26.69 2) Mr. Suthilaksh Chirathivat 4,543,200 0.21 3) Ms. Wallaya Chirathivat 1,566,300 0.07 4) Mr. Kobchai Chirathivat 560,097 0.03 5) Mr. Chanavat Uahwatanasakul 330,000 0.01 6) Ms. Indhira Ekkunagul 300,000 0.01 7) Ms. Nalinee Chirathivat 275,000 0.01 8) Ms. Naparat Sriwanvit 167,500 0.01 9) Mr. Piya Techapichetvanich 50,000 0.00 10) Ms. Prapairat Teekaput 38,300 0.00 11) Ms. Pirinee Pringsulaka 9,661 0.00 12) Ms. Khemploy Tonsakulrungruang 3,000 0.00 Total 598,364,744 27.05

Agenda 5 To consider and approve the loan transaction and the entering into conflict of interest transaction with CPNREIT

-There is no unitholder having a special interest in this agenda-

Agenda 6 To consider and approve the appointment of the property manager and the entering into a connected transaction between CPNREIT and a connected person of the REIT Manager

Agenda 7 To consider and approve the amendments to the fund scheme

-There is no unitholder having a special interest in this agenda-

Agenda 8 To consider and approve the dissolution, liquidation, and appointment of the liquidator of CPNRF

-There is no unitholder having a special interest in this agenda-

Attachment 1 Objectives, background, and rationale of the conversion of CPN Retail Growth Leasehold Property Fund into CPN Retail Growth Leasehold REIT and the investment in the Additional Assets No. 1, and the opinions of the Settlor and the Management Company

Attachment 1

Attachment 1 Objectives, Background and Rationale of the Conversion of CPN Retail Growth Leasehold Property Fund into CPN Retail Growth Leasehold REIT, and the Investment in the Additional Assets No. 1, and the Opinions of the Settlor and the Management Company

1. Objectives of CPNREIT

The establishment objective of CPN Retail Growth Leasehold REIT (“ CPNREIT ”) is to invest in the core assets by purchasing and/or leasing and/or sub-leasing and/or receiving a transfer of leasehold right and/or subleasehold right over the core assets. The core assets are managed to benefit in form of income from rental fee and service charge or any other similar incomes, including to change and develop the asset capability and/or to sell assets, in order to aim at revenue and return generation to CPNREIT for long-term continuous benefit of the trust unitholders. In addition, the purpose of CPNREIT is to additionally invest in assets for continuous growth of income base of CPNREIT and invest in other properties and/or other securities and/or seek some proceeds by other means in accordance with security laws and/or any other relevant laws.

In addition, CPNREIT also determines the significant objectives as follows:

(1) To support the conversion of CPN Retail Growth Leasehold Property Fund (“ CPNRF ”) into CPNREIT

(2) To additionally invest in some parts of assets in CentralFestival Pattaya Beach shopping mall (“ CentralFestival Pattaya Beach Project ”) and assets in Hilton Pattaya (collectively referred to as the “Additional Assets No. 1 ”) as detailed in Clause 5.2 of this Attachment.

(3) To invest in the core assets in the future after investment in the Additional Assets No. 1

2. Background and Rational of the Conversion of Property Fund into Real Estate Investment Trust

SCB Asset Management Co., Ltd., as the management company of CPNRF (“ Management Company ”) and Central Pattana Public Company Limited (“ CPN ”), as a unitholder of CPNRF, recognize the overall interests of all CPNRF unitholders, and thus are desirous of converting CPNRF into CPNREIT, as well as additionally investing in the Additional Assets No. 1, as CPNRF is unable to increase its capital in order to make any additional investment in immovable properties as prescribed in the Notification of the Office of the Securities and Exchange Commission No. SorNor. 25/2552 Re: Rules, Conditions, and Procedures for the Establishment and Management of the Property Fund, which is required property funds to file an application for approval in order to increase the capital for additional investment in immovable properties with the Office of the Securities and Exchange Commission (the “SEC Office ”) by 31 December 2013. In addition, the tax incentive of CPNRF unitholders for the personal income tax exemption and the tax incentives of a property fund for exemption of the value added tax, the specific business tax, and the stamp duty due to the conversion of a

Attachment 1 Page 1 Attachment 1

property fund into a real estate investment trust, as well as the benefits relating to the fee for registration of the conversion of a property fund into a real estate investment trust will expire on 31 December 2017.

In this regard, CPNREIT Management Co., Ltd. (“ Settlor ” or “REIT Manager ”) has proposed a conversion plan of CPNRF into CPNREIT and investment in the Additional Assets No. 1 to the Management Company so that CPNREIT can expand its investment in qualified assets which will carry on the investment policy of CPNRF. However, the Settlor will submit the application for a role of REIT Manager to the SEC Office and will act as the REIT Manager after establishment of CPNREIT.

However, the investment in the Additional Assets No. 1 by CPNREIT shall be subject to the following conditions:

(1) Approval from the unitholders’ meeting of CPNRF for the conversion of CPNRF and the investment in the Additional Assets No. 1;

(2) Acceptance for an approval of the issuance and offering of trust units of CPNREIT for the conversion of CPNRF by the SEC Office;

(3) Successful completion of the conversion of CPNRF into CPNREIT by means of creating rights over assets for the Trustee of CPNREIT upon the execution of the Trust Deed;

(4) Successful entering into and performance under the agreements relevant to the investment in the Additional Assets No. 1; and

(5) Receipt of sufficient proceeds from loan for the investment in the Additional Assets No. 1.

3. Conversion Plan

In accordance with the conversion plan of CPNRF into CPNREIT, CPNREIT shall be established as a result of the Trust Deed and valid upon the Settlor’s creating of rights and duties over the assets for the trustee of CPNREIT by means of entering into an agreement which contain binding provisions that require the Settlor to ensure that CPNREIT acquires the assets and liabilities of CPNRF in exchange for the newly-issued trust units of CPNREIT. After establishment of CPNREIT, CPNREIT will receive the transfer of the assets and liablilities of CPNRF including the transfer of rights and duties under the agreements which CPNRF is currently a contractual party, and immovable properties and movable properties in which CPNRF currently invests. After the transfer of the aforementioned assets and liabilities of CPNRF, the Management Company shall carry out the dissolution and luqidation of CPNRF. In the liquidation process, the liquidator shall distribute the trust units of CPNREIT that CPNRF has received from the transfer of assets and liablilties of CPNRF to CPNREIT to the unitholders of CPNRF whose names appear in the unitholder register book on which the unitholders have the right to swap the investment units with the trust units (which may not be the same unitholders who have attended

Attachment 1 Page 2 Attachment 1

the meeting to approve the conversion and the investment in the Additional Assets No. 1 which will be further determined and announced).

Moreover, the REIT Manager shall take actions to ensure that trust units of CPNREIT which are issued and offered for sale to CPNRF in exchange for the assets and liablilties of CPNRF to be the listed securities in replacement of the investment units of CPNRF which will be delisted from being the listed securities. The aforementioned action will be completed within 15 business days from the closing date of the offer for sale of the trust units.

4. Plan for Investment in the Additional Assets No. 1

The Settlor has proposed the plan for investment in the Additional Assets No. 1 whereas the Settlor will act as the REIT Manager upon establishment of CPNREIT. CPNREIT will invest in the Additional Assets No. 1 at the same time or in the close time of the conversion of CPNRF into CPNREIT, which shall be within 1 year from the date that the unitholders’ meeting resolves to approve the investment in the Additional Assets No. 1. In this regard, the proceeds obtained from loans from commercial banks and/or financial institutions will be utilized for the investment in the Additional Assets No. 1 as proposed by the Settlor.

5. Detail of the assets to be invested by CPNREIT

The summary of the details of the assets to be transferred from CPNRF to CPNREIT and the Additional Assets No. 1 are as follows:

5.1 The assets to be transferred from CPNRF to CPNREIT

The existing assets which will be transferred from CPNRF to CPNREIT consist of the followings:

(1) CentralPlaza Rama 2 Project

(2) CentralPlaza Rama 3 Project

(3) CentralPlaza Pinklao Project

(4) CentralPlaza Chiangmai Airport Project

(collectively referred to as the “Existing Assets to be Transferred from CPNRF to CPNREIT ”). The details of the Existing Assets to be Transferred from CPNRF to CPNREIT are as follows:

CentralPlaza Rama 2 Project (Information as at 31 March 2017)

Location No. 160 Rama 2 Road, Samae Dam Subdistrict, Bang Khun Thian District, Bangkok

Nature of Investment of Subleasehold right over the land which is the location of

Attachment 1 Page 3 Attachment 1

CPNRF CentralPlaza Rama 2 and leasehold right over the (partial) building of CentralPlaza Rama 2 and the (partial) parking building as well as the utilities systems, wastewater treatment system and facilities in relation to CentralPlaza Rama 2 from Central Pattana Rama 2 Co., Ltd. for the period of 2 years with theremaining lease period of approximately 8 years (the agreement will be expired on 15 August 2025).

Land invested by CPNRF Leasehold right over the land for the period of 20 years, with the remaining lease period of approximately 8 years (the agreement will be expired on 15 August 2025), from Central Pattana Rama 2 Co., Ltd., who is a lessee of the land located at Samae Dam Subdistrict, Bang Khun Thian District, Bangkok with the total area of 53-2-38.4 Rai which is separated into:

- Title Deed No. 4313, with the area of 16-3-90.5 Rai

- Title Deed No. 4314, with the area of 27-1-24.5 Rai

- Title Deed No. 85312, with the area of 3-0-47.2 Rai

- Title Deed No. 49534, with the area of 6-0-76.2 Rai

Buildings invested by Leasehold right over the (partial) building of CentralPlaza CPNRF Rama 2 and 1-storey underground, including the (partial) parking building from Central Pattana Rama 2 Co., Ltd. who has the ownership for 20 years (the agreement will be expired on 15 August 2025) according to the following details:

- Gross Area of approximately 152,369 square meters

- Leasable Area of approximately 87,612 square meters

- Parking Area of approximate 98,813 square meters

Utilities Systems and Leasehold right over the utilities systems, wastewater Facilities invested by treatment system and facilities that have been installed and CPNRF used in the building of CentralPlaza Rama 2 from Central Pattana Rama 2 Co., Ltd. who has the ownership for 20 years, with the remaining lease period of approximately 8 years (the agreement will be expired on 15 August 2025).

Movable Properties Ownership of movable properties in connection with invested by CPNRF CentralPlaza Rama 2 Project, i.e. equipment for décor, whether fixed or not permanently fixed, including other equipment used for the purpose of décor or facilitating users of the shopping mall building. These movable properties are

Attachment 1 Page 4 Attachment 1

not component parts of the shopping mall.

Central Plaza Rama 3 Project (Information as at 31 March 2017)

Location No. 79, 79/1-79/2, 79/4-79/33 Sathu Pradit Road, Chong Nonsi Subdistrict, Yannawa District, Bangkok

Nature of Investment of Leasehold right over the (partial) land and building of CPNRF CentralPlaza Rama 3 Project and the (partial) indoor parking spaces from Central Pattana Rama 3 Co., Ltd. for 30 years, with the remaining period of approximately 18 years (the agreement will be expired on 15 August 2035). CPNRF is entitled to renew the lease agreement for another 2 times, for a period of 30 years each. CPNRF has paid single and full amount of rental fee and deposit pursuant to the condition of the lease agreement. Moreover, CPNRF has purchased and/or accepted the transfer of ownership of the utilities systems and facilities in conection with CentralPlaza Rama 3 from Central Realty Service Rama 3 Co., Ltd.

Land invested by CPNRF Leasehold right over the land for 30 years, with the remaining lease period of approximately 18 years (the agreement will be expired on 15 August 2025) from Central Pattana Rama 3 Co., Ltd. who has the ownership. CPNRF is entitled to renew the lease agreement for another 2 times, for a peiod of 30 years each. The land is located at Chong Nonsi Subdistrict, Yannawa District, Bangkok with the total area of 12-2-44.6 Rai which is separated into:

- Title Deed No. 53132, with the area of 12-0-83.4 Rai

- Title Deed No. 53133, with the area of 0-1-61.2 Rai

Buildings invested by Leasehold right over the (partial) building of CentralPlaza CPNRF Rama 3, which is an 8-storey building with 3-storey underground that has been currently utilized as the shopping mall building and the (partial) parking area and service area from Central Pattana Rama 3 Co., Ltd. who has the ownership

Attachment 1 Page 5 Attachment 1

for 30 years, with the remaining lease period of approximately 18 years (the agreement will be expired on 15 August 2025). CPNRF is entitled to renew the lease agreement for another 2 times, for a peiod of 30 years each according to the following details:

- Gross Area of approximately 79,554 square meters

- Leasable Area of approximately 37,346 square meters

- Parking Area of approximately 90,186 square meters

Utilities Systems and Ownership (by purchase and/or acceptance of transfer) of the Facilities invested by utilities systems and facilities of the building of CentralPlaza CPNRF Rama 3, i.e. electrical system, utilities systems, telephone system, elevators, escalators, air-conditioning system and engineering work system which have been installed and used in the building of CentralPlaza Rama 3 from Central Realty Service Rama 3 Co., Ltd. who has the ownership.

Movable Properties Ownership of movable properties in connection with invested by CPNRF CentralPlaza Rama 3 Project i.e. equipment for décor, whether fixed or not permanently fixed, including other equipment used for the purpose of décor or facilitating users of the shopping mall building. These movable properties are not component parts of the shopping mall.

CentralPlaza Pinklao Project (Information as at 31 March 2017)

Location No. 7/3-7/128, 7/129-7/221, 7/222-7/552 and 7/553, Borommaratchachonnani Road, Arun Ammarin Subdistrict, Bangkok Noi District, Bangkok

Nature of Investment of Subleasehold right over the land which is the location of CPNRF CentralPlaza Pinklao and leasehold right over one (partial) building of CentralPlaza Pinklao, and two (whole) office buildings, and (partial) indoor parking spaces for approximately 15 years, with the remaining lease term of approximately 7 years (the agreement will be expired on 31

Attachment 1 Page 6 Attachment 1

December 2024).

Land invested by CPNRF Subleasehold right over the land for approximately 15 years, with the remaining lease term of approximately 7 years (the agreement will be expired on 31 December 2024) from Central Pattana Public Company Limited who is the lessee of the land located at Bang Bamru Subdistrict, Bang Phlat District, Bangkok with the total area of 24-2-84 Rai which is separated into:

- Title Deed No. 1041, with the area of 22-0-72 Rai

- Title Deed No. 1054, with the area of 2-2-12 Rai

CPNRF has granted the right to use the roads surrounding the Project and the entries and exits of the Project to Central Pinklao Department Store Co., Ltd. and Central Pattana Public Company Limited, including the tenants and customers of both companies.

Buildings invested by Leasehold right over (partial) one building of CentralPlaza CPNRF Pinklao which is a 7-storey building with 1-storey underground, (whole) two office buildings which include 26- storey Pinklao office building Tower A and 18-storey Pinklao office building Tower B, and 10-storey indoor parking spaces with 1-story underground as well as the utilities systems in connection with CentralPlaza Pinklao, the office buildings, and the (partial) parking area, from Central Pattana Public Company Limited who has the ownership for approximately 15 years, with the remaining lease term of approximately 7 years (the agreement will be expired on 31 December 2024) according to the following details:

- Gross Area of approximately 117,735 square meters

- Leaseable Area of approximately 61,710 square meters

- Parking Area of approximately 67,936 square meters

Utilities Systems and Leasehold right over electrical system, utilities systems, facilities invested by telephone system, elevators, escalators, air-conditioning CPNRF system, engineering work system, wastewater treatment system and facilities which have been installed and used in the immovable properties of CentralPlaza Pinklao Project, including any other rights relating to or in connection with the aforementioned utilities systems for approximately 15 years, with the remaining lease term of approximately 7 years (the

Attachment 1 Page 7 Attachment 1

agreement will be expirred date on 31 December 2024).

Movable Properties Ownership of movable properties in connection with invested by CPNRF CentralPlaza Pinklao, Pinklao office building Tower A and Pinklao office building Tower B i.e. equipment for décor, whether fixed or not permanently fixed, including other equipment used for the purpose of décor or facilitating users of the shopping mall building. These movable properties are not component parts of the shopping mall.

Appraisal Value of the CPNRF has engaged the independent appraiser, namely, S.L. Assets Standard Appraisal Co., Ltd., to evaluate the investment in the leasehold right over the immovable properties basing on Income Approach. The appraisal value of CentralPlaza Pinklao Project as at 30 March 2017 was THB 5,180 million (the appraisal values of the assets in part of the shopping mall and office buildings are THB 4,250 million and THB 930 million, respectively).

CentralPlaza Chiangmai Airport Project (Information as at 31 March 2017)

Location No. 2 Mahidol Road, 252-252/1 Wualai Road, Haiya Subdistrict, Mueang District, Chiang Mai Province

Nature of Investment of (1) Leasehold right over one (partial) shopping mall CPNRF building, one multipurpose hall, and parkingarea inside the building (according to the proportion of utilization of the area of shopping mall building and multipurpose hall invested by CPNRF)

(2) Leasehold right over the utilities systems and assets related to CentralPlaza Chiangmai Airport Project

(3) Leasehold right over the land which is the location of the shopping mall building, multipurpose hall, parking area inside the building, including the roads surrounding the Project and entries and exits of CentralPlaza Chiangmai Airport Project.

Leasehold right for 30 years with the remaining lease term of approximately 27 years (the agreement will be expired on 22 April 2044) from Central Pattana Chiangmai Co., Ltd..

Land invested by CPNRF Leasehold right over the land for 30 years, with the remaining

Attachment 1 Page 8 Attachment 1

lease term of approximately 27 years (the agreement will be expired on 22 April 2044) from Central Pattana Chiangmai Co., Ltd. who has the ownership. The land is located at Haiya Subdistrict, Mueang District, Chiang Mai Province with the total area of 32-3-56.85 Rai which is separated into:

- Title Deed No. 3289, with the area of 15-0-80.75 Rai

- Title Deed No. 3301, with the area of 2-2-88.4 Rai

- Title Deed No. 3313, with the area of 5-1-74.3 Rai

- Title Deed No. 58660, with the area of 2-1-90 Rai

- Title Deed No. 58661, with the area of 1-1-85 Rai

- Title Deed No. 110632, with the area of 1-1-11.3 Rai

- Title Deed No. 110633, with the area of 2-0-83.1 Rai

- Title Deed No. 110634, with the area of 0-2-46 Rai

- Title Deed No. 110635, with the area of 0-0-96 Rai

- Title Deed No. 15540, with the area of 1-1-2 Rai

Buildings invested by Leasehold right over (partial) one building of the shopping CPNRF mall, one Multipurpose Hall and parking area inside the building (according to the proportion of utilization of the area of shopping mall building and multipurpose hall invested by CPNRF), including the utilities systems and assets in connection with CentralPlaza Chiangmai Airport Project from Central Pattana Chiangmai Co., Ltd. who has the ownership for 30 years, with the remaining lease period of approximately 27 years (the agreement will be expired on 22 April 2044) according to the following details:

- Gross Area of approximately 78,849 square meters

- Leasable Area of approximately 37,553 square meters

- Parking Area of approximately 44,142 square meters

Utilities Systems and Leasehold right over the utilities systems in connection with facilities invested by the building of CentralPlaza Chiangmai Airport, Multipurpose CPNRF Hall and indoor parking spaces, i.e. electrical system, telephone system, elevators and escalators system, air- conditioning system and engineering work system, from of

Attachment 1 Page 9 Attachment 1

Central Pattana Chiangmai Co., Ltd. who is has the ownership for 30 years, with the remaining lease period of approximately 27 years (the agreement will be expired on 22 April 2044).

Movable Properties Ownership of movable properties in connection with invested by CPNRF CentralPlaza Chiangmai Airport Project i.e. equipment for décor, whether fixed or not permanently fixed, including other equipment used for the purpose of décor or facilitating users of the shopping mall building. These movable properties are not component parts of the shopping mall.

Appraisal Value of Assets CPNRF has engaged the independent appraiser, namely, S.L. Standard Appraisal Co., Ltd., to appraise the investment in the leasehold right over the immovable properties basing on Income Approach. The appraisal value of CentralPlaza Chiangmai Airport Project as at 30 March 2017 is THB 10,580 million.

5.2 The Additional Assets No. 1 1

CPNREIT shall consider investing in the Additional Assets No. 1 by (1) leasing (partial) shopping mall building, (whole) hotel building, and the (partial) indoor parking area; (2) leasing the utilities systems, i.e. electrical system, utilities systems, telephone system, elevators, escalators, air-conditioning system, engineering work system, wastewater treatment system and various facilities which have been installed and used in the building and structures of CentralFestival Pattaya Beach Project and Hilton Pattaya, as well as other rights relating to or in connection with the aforementioned systems (as the case may be); and (3) ownership of movable properties, i.e. equipment for décor, tools, instruments, whether fixed or not permanently fixed, including other equipment used for the purpose of installing décor or facilitating hotel guests or users of the building and structures of CentralFestival Pattaya Beach Project and Hilton Pattaya. These are located on and/or fixed on the exterior or in the interior of the areas of the building and structures or on the surface of the building and structures, and/or the area being a part of the leased area occupied by tenants, over which CPN Pattaya Co., Ltd. (“ CPN Pattaya ”) has ownership including any other rights relating to or in connection with the aforementioned properties (as the case may be), excluding properties that are component parts of the building and structures of CentralFestival Pattaya Beach Project and Hilton Pattaya.

Attachment 1 Page 10 Attachment 1

CPNREIT shall consider investing in the Additional Assets No. 1 in the form of leasehold right for the peiod of approximately 20 years, whereby the leasehold right will expire on 31 August 2037. With reference to the investment in the Additional Assets No. 1, CPNREIT will utilize the funds obtained from loans in the total value of not exceeding THB 12,570,000,000. However, the final investment value, net of all relevant expenses to be incurred by from the investment by CPNREIT in the Additional Assets No. 1 will be THB 11,908,000,000. In this regard, CPNREIT will be responsible for the relevant expenses which include the Value Added Tax (VAT), registration fees, and stamp duty, as well as all other relevant fees and expenses in relation to the investment in the Additional Assets No. 1.

After investment of CPNREIT in the Additional Assets No. 1, CPNREIT will appoint CPN as the property manager for CentralFestival Pattaya Beach Project and will sublease the core assets in part of Hilton Pattaya to the sublessee of the assets who is a subsidiary company of CPN, which will be further established in the future. The sublessee of the assets will still appoint Hilton group, the international hotel management network, according to the conditions under the existing hotel management agreement, to continue acting as the hotel manager of Hilton Pattaya in order to generate benefits from the hotel. CPNREIT will obtain benefits in form of fixed rent and variable rent from the sublessee of the assets.

In this regard, CPNREIT will not invest in the land where the buildings and structures of CentralFestival Pattaya Beach Project and Hilton Pattaya are located and certain areas of CentralFestival Pattaya Beach Project which is under the right of CPN Pattaya. However, under the agreement to be executed by and between and CPN Pattaya, CPN Pattaya shall grant right to CPNREIT to utilize the areas in which CPNREIT does not invest, but which are related to the leased properties e.g. common area, parking area, and internal roads surrounding the immovable properties, and entries and exits of CentralFestival Pattaya Beach Project and Hilton Pattaya without requiring any considerations in return for the purpose of operation of CentralFestival Pattaya Beach Project and Hilton Pattaya.

Details of the Additional Assets No. 1 to be invested by CPNREIT classified based on asset types are as follows:

5.2.1 Details of CentralFestival Pattaya Beach Project to be Invested by CPNREIT

Detail of Area of CentralFestival Pattaya Beach Project to be Invested by CPNREIT in Comparison with Gross Area (Information as at 31 March 2017)

Attachment 1 Page 11 Attachment 1

Approximate Proportion of Area to be invested by Approximate Area to CPNREIT in Number of be invested by Building Comparison with Gross Storeys CPNREIT Area of the Shopping (square meters) Mall Building (%) Gross Area of the 6 storeys 55,165 63% Building of and 1-storey (compared with gross area CentralFestival Pattaya underground of the whole shopping Beach Shopping Mall (1) mall building) Indoor Parking Spaces 8 storeys 14,930 56% (approximately 774 (compared with indoor parking lots) parking spaces of shopping mall) Total Invested Areas 70,095 61% (compared with gross area of the whole shopping mall building and indoor parking spaces of shopping mall) Remark: (1) Gross Area means leasable area, common area and service area.

Detail of Gross Area (1) and Indoor Parking Spaces of CentralFestival Pattaya Beach Project to be Invested by CPNREIT (Information as at 31 March 2017)

Estimated Area Detail (Square Meters) 1. Area of CentralFestival Pattaya Beach Project (Partial) - Leasable Area (2) 29,404 - Common Area (3) 14,706 - Service Area (4) 11,055 Total 55,165 2. Indoor Parking Spaces (Partial) (Approximately 774 Parking 14,930 Lots) Total Area 70,095 Remark: (1) Gross Area covers leasable area, common area and service area. (2) Leasable Area means the area leased for anchor tenants and in-line tenants only. (3) Common Area means the area where the tenants and customers can jointly utilize. This area includes common area which can be taken for lease and/or service. (4) Service Area means system installation area such as elevators, escalators and engine room, etc.

Attachment 1 Page 12 Attachment 1

However, the aforementioned investment in leasehold right of CentralFestival Pattaya Beach Project excludes the following areas:

(1) The areas in CentralFestival Pattaya Beach shopping mall where CPN Pattaya has leased out to the tenants for an upfront rental fee in the form of long-term lease agreements, and the areas which are currently being under renovated or under a renovation plan; and

(2) The parking spaces to which CPN Pattaya is entitled proportionately according to its rights.

5.2.2 Detail of Hilton Pattaya to be Invested by CPNREIT

Detail of Area of Hilton Pattaya Hote to be Invested by CPNREIT in Comparison with Total Area (Information as at 31 March 2017)

Approximate Area to be Approximate Area to invested by CPNREIT in Number of be invested by Comparison with Total Building Storeys CPNREIT Area of the Hotel (square meters) Building (%) Gross Area of Hilton 21 storeys 49,114 100% Pattaya (1) (compared with gross area of the whole hotel building) Indoor Parking Spaces 1 storeys 572 100% (approximately 29 (compared with total parking lots) indoor parking spaces of hotel) Total Invested Areas 49,686 100% (compared with total area of both hotel building and indoor parking spaces for hotel) Remark: (1) Gross Area means hotel room and other areas.

Attachment 1 Page 13 Attachment 1

Detail of Gross Area (1) and Indoor Parking Spaces inside Hilton Pattaya to be Invested by CPNREIT (Information as at 31 March 2017) Estimated Area Detail (Square Meters) 1. Hilton Pattaya Area - Room Area (2) 15,182 - Other Areas (3) 33,932 Total 49,114

2. Indoor Parking Spaces (Approximately 29 Parking Lots) 572 Total Areas 49,686 Remark: (1) Gross Area means room areas and other areas. (2) Room Area means the area of hotel room for service to the hotel guests. (3) Other Areas mean the area where the hotel guests can utilize, e.g. restaurants, pathway, swimming pool, meeting rooms, spa, fitness room, etc.

With reference to the part of hotel room areas, this can be classified into different types of hotel room as follows:

Type of Hotel Room Number of Rooms Estimated Area Approximate per Room (square Total Area of meters) Hotel Room (square meters) Deluxe 212 46 9,752 Executive 45 46 2,070 Executive Plus 26 65 1,690 Ocean Suite 8 78 624 Deluxe Ocean Suite 7 78 546 Grand Ocean Suite 4 125 500 Total 302 15,182

Moreover, CPNREIT’s investment also includes 1 grand ballroom, 3 meeting rooms and other facilities such as spa, swimming pool and fitness room in Hilton Pattaya and 5 restaurants in the section of Hilton restaurants of Hilton Pattaya where there are prominent restaurants, for example :

EDGE : The contemporary restaurant that offers a variety of well-known menus for international and Asian favorites, decorated in a relaxing and amiable atmosphere and given the refreshing feeling with open kitchen. EDGE offers the guests to be able to select indoor or outdoor terrace dining in order to enjoy the views of Pattaya bay.

Attachment 1 Page 14 Attachment 1

HORIZON : The Rooftop restaurant of Hilton Pattaya with the breathtaking views of Pattaya bay, where the guests can be impressed with sea breeze with relaxing atmosphere, along with infinity bar that offers a variety of drink menus.

Table of Summary of Details of Investment in the Additional Assets No. 1, Appraised Value and Maximum Value of the Additional Assets No. 1 to be invested by CPNREIT

CentralFestival Pattaya Beach Project Gross Area of the whole shopping mall building (1) 87,972 (square meters) Leasable Area of the whole shopping mall building (2) 52,611 (square meters) Parking Area of the whole shopping mall building 26,713 (square meters) Gross Area to be invested by CPNREIT (1) (square 55,165 meters) Leasable Area to be invested by CPNREIT (2) (square 29,404 meters) Parking Area to be invested by CPNREIT (square 14,930 meters) Proportion of Leasable Area to be invested by 56 CPNREIT in comparison with Leasable Area of the whole shopping mall building (percent) Type of acquisition of right of possession of CPNREIT Lease of immovable properties and utilities systems for 20 years with the agreement to be expired on 31 August 2037, and purchase of certain movable properties Hilton Pattaya Gross Area of the whole hotel building (1) (square 49,114 meters) Room Area of the whole hotel building (3) (square 15,182 meters) Parking Area of the whole hotel building (square 572 meters) Gross Area to be invested by CPNREIT (1) (square 49,114 meters) Room Area to be invested by CPNREIT (3) (square 15,182 meters) Parking Area to be invested by CPNREIT (square 572 meters) Proportion of Room Area to be invested by CPNREIT 100 in comparison with Room Area of the whole hotel building (percent) Type of acquisition of right of possession of CPNREIT Lease of immovable properties and utilities systems for 20 years with the

Attachment 1 Page 15 Attachment 1

agreement to be expired on 31 August 2037, and purchase of certain movable properties Appraisal Value of Assets to be Invested by CPNREIT (THB million)

Sims Property Consultant Co., Ltd.

- CentralFestival Pattaya Beach Project 7,137 - Hilton Pattaya 3,286

Quality Appraisal Co., Ltd.

- CentralFestival Pattaya Beach Project 7,207 - Hilton Pattaya 3,403

Final investment value, net of all relevant expenses 11,908 to be incurred from the investment by CPNREIT in the Additional Assets No. 1 (THB million) Remark: (1) Gross Area means the leasable area, common area and service area of shopping mall, and room area of hotel. (2) Leasable Area means the areas= leased for anchor tenants and in-line tenants only. (3) Room Area means the area of hotel room for servicing the hotel guests.

6. Generation of Benefits from Assets to be invested by CPNREIT

CPNREIT shall generate benefits from the assets transferred from CPNRF and the Additional Assets No. 1 and distribute the returns to the unitholders according to the following detail of the generation of benefits from the aforementioned assets.

6.1 The Assets to be transferred from CPNRF and the Additional Assets No. 1 to be invested by CPNREIT in the part of shopping mall and office building

CPNREIT’s policy of generation of benefits from the aforementioned immovable propertoes in the category of shopping mall and office building is to lease out the space of the assets to the tenants, and provide service related to space leasing. CPNREIT will appoint CPN to act as the property manager of CPNREIT for the assets in the category of shopping mall and office building. In this regard, CPN will undertakes administration and management works in relation to to the immovable properties in accordance with policies and strategies of generation of benefits from the assets of CPNREIT determined by the REIT Manager, i.e. generating benefits in form of space leasing and providing service in relation to the space leasing, procuring tenants to lease the spaces in the Project, contacting, coordinating and facilitating the tenants, collecting rental fees and service fees for delivery to CPNREIT, as well as maintenace and repair of the assets of CPNREIT to be in a good and proper condition for generation of benefits.

Attachment 1 Page 16 Attachment 1

From the aforementioned type of generation of benefits, the major income to be earned by CPNREIT from the investment in immovable properties in the category of shopping mall and office building is the rental fees and service fees in relation to space leasing derives from the leasing of spaces in the assets in the category of shopping mall and office building invested by CPNREIT and provision of service in relation to sthe pace leasing. CPNREIT will charge rental fees and service fees in relation to leasing of spaces based on the size, location of leased space, lease type, lease period and category of tenants’ businesses. Moreover, CPNREIT shall also earn income from other sources which are income in relation to the rental fees and service fees, e.g. parking service charge and signboard fee, etc.

6.2 The Additional Assets No.1 to be invested by CPNREIT in the part of Hilton Pattaya

For the core assets in part of Hilton Pattaya, after CPNREIT has invested in this part of assets, CPNREIT will sublease the aforementioed asset (in form of wholesale leasing) to the sublessee of the asset which is the subsidiary company of CPN which will further be established in the future. The sublessee of the assets will still appoint the company in Hilton group, the international hotel management network, according to conditions under existing hotel management agreement, to continue acting as the hotel manager of Hilton Pattaya. CPNREIT will gain the benefits in form of fixed rent and variable rent from the sublessee of the assets under the conditions specified in the sublease agreement with the following fundamental details:

Unless in the event of deferment of rental payment and rental payment exemption due to force majeure, or of deferment of rental payment as a result of renovation as determined in the sublease agreement, the sublessee agrees to make payment of rental fee to CPNREIT in accordance with the terms and conditions of the sublease agreement. Rent under the sublease agreement comprises 2 portions including fixed rent and variable rent, using the calculation criteria basing on the actual sublease period. The method of calculation are as follows:

(1) Calculation of Rent from the Effective Date of the SubLease Agreement to the End of Year 2017

(1.1) Fixed Rent

The sublessee agrees to pay fixed rent for the assets in the category of building, structures, utilities systems, and movable properties within 45 days from the end date of each quarter, using the calculation criteria basing on the actual sublease period from the effective date of the sublease agreement to 31 December 2017. The fixed rent of the year 2017 is calculated from the Fixed Rent of the year 2018 discounted by the rate of 3.5% per annum, and the payment shall be divided equally in each quarter. Except the first quarter of the subease period commenced under the sublease agreement, the calculation criteria shall be based on the actual lease period. In this connection, the first quarter of the sublease period is calculated based on the proportion of a number of days from the quarterly fixed rent, divided by a number of days in that quarter, and multiplied by a number of days from the effective date of the sublease agreeement to the end date of that quarter.

Attachment 1 Page 17 Attachment 1

(1.2) Variable Rent

The sublessee agrees to pay variable rent for the assets in the category of building, structures, utilities systems, and movable properties within 45 days from the end date of each quarter, using the calculation criteria basing on the actual sublease period from the effective date of the sublease agreement to 31 December 2017. The method of calculation is determined in Clause ( 2.2) below.

(2) Calculation of Rent from 1 January 2018 to 31 December 2020

(2.1) Fixed Rent

The sublessee agrees to pay fixed rent for the asset in the category of building, structures, utilities systems, and movable properties within 45 days from the end date of each quarter, using calculation criteria basing on the actual sublease period for the period starting from 1 January 2018 to 31 December 2020 in an annual rate as specified in the table below. The payment shall be divided equally on a quarterly basis.

Year Annual Fixed rent (THB) 2018 210,000,000 2019 217,350,000 2020 224,957,250

(2.2) Variable Rent

The sublessee agrees to pay variable rent for the asset in the category of building, structures, utilities systems, and movable properties within 45 days from the end date of each quarter, using calculation criteria based on actual sublease period for the period starting from 1 January 2018 to 31 December 2020. The payment is calculated using accumulative calculation criteria; that is, in any accounting period, variable rent of the current quarter shall be calculated from accumulated variable rent as at the end date of the current quarter deducted by accumulated variable rent as at the end date of the last quarter of the same year. The mentioned variable rent shall be calculated as follows:

Variable Rent = 90% x (A – B – C – D)

Whereas:

A = Total revenue earned from both direct and indirect business operaion of Hilton Pattaya in the period of accumulated quarter, excluding VAT, specific business tax, or any other similar taxes, service charges collected from the hotel guests, revenue or money earned from sale of assets, compensation received from insurance except the compensation

Attachment 1 Page 18 Attachment 1

received from business interruption insurance, compensation received for expropriation of immovable properties and interest received

B = Total costs and expenses incurred from the business operation of Hilton Pattaya in the period of accumulated quarter including costs and expenses of food and beverages, costs of raw materials and operating supplies, costs and expenses of procurement of equipment for operation in replacement of or in addition to the existing ones, costs of salary, labors and other benefits paid to the employees and staff, costs and expenses of employees and staff training, costs and expenses of advertising and public relations, costs and expenses of maintenance, repair and decoration of Hilton Pattaya to be in a good condition, insurance premium, taxes and fees except corporate income tax), administrative fees, and expenses that hotel manager of Hilton Pattaya charges, other costs and expenses of business operation and management of Hilton Pattaya. However, such costs and expenses are exclusive of VAT, specific business tax or any other similar taxes, and expenses occurred from repairs using the past reserves of CPN Pattaya as a former asset owner, financial costs, and interests related to rental fee in arrears (if any).

C = Reserves for repairs, improvement, procurement for replacement or additional procurement of furniture, equipment and vehicles of Hilton Pattaya (FF&E Reserves Deduction) as specified in the hotel management agreement of Hilton Pattaya entered into between the sublessee and the hotel manager.

D = Fixed rent in the round of that accumulated quarter as determined in Clause 1.1 and Clause 2.1 (as the case may be) plus the rent as per the lease agreement of movable properties.

If the amount of accumulated variable rent as at the end date of the current quarter calculated by the mentioned formula is less than zero, the aforementioned rental fee shall be deemed equal to zero. If the accumulated variable rent as at the end date of the current quarter calculated by the aforementioned formula is more than 50% of accumulated fixed rent as at the end date of the current quarter, such variable rent shall be reduced to be equal to 50% of accumulated fixed rent as at the end date of that quarter.

However, if the accumulated variable rent as at the end date of last quarter paid by the sublessee to CPNREIT is more than accumulated variable rent as at the ending date of current quarter that should be paid by the sublessee in accordance with the result derived from the calculation based on the formula in Clause 2.2 , basing on the financial information of the sublessee as appeared in the financial report prepared by the sublessee for the quarterly variable rent calculation, CPNREIT agrees to offset variable rent received in excess with the variable rent of the following quarter of which CPNREIT is

Attachment 1 Page 19 Attachment 1

entitled to receive from the sublessee until the sum of the aforementioned excessive variable rent received by CPNREIT remains zero. However, in the last quarter, CPNREIT agrees to offset the remaining balance of all excess variable rent received by CPNREIT with fixed rent of the last quarter that CPNREIT is entitled to receive from the sublessee. Nevertheless, if the amount of fixed rent in last quarter is less than the remaining balance of excess variable rent received by CPNREIT, CPNREIT agrees to return the whole balance of excess variable rent that CPNREIT has received to the sublessee within 15 days starting from the date on which the auditor has certified the financial statements of the accounting period of the sublessee.

Moreover, if the amount of variable rent received by CPNREIT for any accounting period is more or less than variable rent of the same accounting period that CPNREIT should have received in accordance with calculation result of the formula in Clause 2.2 basing on the financial information of the sublessee as shown in the financial report certified by the auditor of the sublessee for adjustment of the variable rent for the accounting period, CPNREIT shall refund excessive rent received or the sublessee shall pay missing amount of rent (as the case may be) within 15 days from the date on which the auditor has certified the financial reports of the sublessee for the accounting period.

However, in the event that the conditions of securities laws in relation to payment of fixed rent and/or variable rent is revised or altered, CPNREIT and the sublessee agrees to further consider and discuss the terms and conditions in relation to payment of fixed rent and/or variable rent.

In the event that the sublessee is not capable of paying the rent in full amount upon the payment due date, the outstanding amount of rent shall be deemed accrued rental revenue. In this regard, the sublessee shall make payment of the accrued rental revenue to CPNREIT within 30 days from the payment due date, except in the event of deferment of rental payment or rental payment exemption in part or in whole due to force majeure, or deferment of rental payment in the month that there has been a renovation.

Furthermore, the sublessee shall pay interest for the default payment in the amount equal to the rate of 15% per annum, except in the event that the rent is in arrears for the first time of the year and the sublessee has duly paid for such outstanding rent to CPNREIT within 30 (thirty) days from payment due date. However, if the sublessee makes payment for the rent in arrears later than the mentioned 30 days, the sublessee shall pay default interest in the amount equal to the annual rate of 15%, calculating based on outstanding amount and a number of days from the payment due date to the completion date of payment.

Attachment 1 Page 20 Attachment 1

(3) Calculation of Rent in the event of Renewal of the Sublease Agreement upon the Expiry of the Sublease Agreement

As the term of the initial sublease agreement after the investment of CPNREIT is from the effective date of the sublease agreement to the end of year 2017 (if any), upoon the expiry of the sublease agreement both CPNREIT and the sublessee shall have the right to renew the sublease agreement for another 3 times, for a period of 3 years each. The rent of the first renewed sublease agreement (starting from 1 January 2018 to 31 December 2020) shall be in accordance with details in Clause 2. In the event of subsequent renewals of the sublease agreement upon its expiry, the contractual parties agree to pay the fixed rent for the second renewed sublease agreement (starting from 1 January 2021 to 31 December 2023) and for the third renewed sublease agreement (starting from 1 January 2024 to 31 December 2026) according to the following details:

(3.1) Fixed Rent

The sublessee agrees to pay fixed rent for the asset in the category of building, structures, utilities systems, and movable properties within 45 days from the end date of each quarter, using the calculation criteria based on actual sublease period for the period starting from 1 January 2021 to 31 December 2026 in an annual rate as specified in the table below. The payment is divided equally based on a quarterly basis.

Year Annual Fixed Rent (THB) 2021 232,830,754 2022 240,979,830 2023 249,414,124 2024 258,143,619 2025 267,178,645 2026 276,529,898

(3.2) Variable Rent

However, fixed rent and variable rent shall be allocated proportionately to the relevant lease agreements as agreed by CPNREIT and the sublessee.

Attachment 1 Page 21 Attachment 1

The detail of circumstances of deferral of rental payment and exemption of rental payment due to Force Majeure are as follows:

Circumstances of Deferal of Circumstances of Exemption of Rental Payment due to Force Majeure Rental Payment due to Force Majeure

If any of the following events occurs in any If any of the following events occurs in any quarter, the Sublessee has the right to defer the quarter, the Sublessee has the right not to make rental payment, either in whole or in part, of the rental payment, either in whole or in part, of such quarter, provided that the Sublessee may such quarter, provided that the Sublessee may have to make the rental payment if, in that have to make the rental payment if, in that quarter, it has capacity to do so pursuant to the quarter, it has capacity to do so pursuant to the calculation procedures as specified in the calculation procedures as specified in the relevant relevant agreements, provided that the rental agreements, provided that the rental payment of payment of this portion shall not affect the this portion shall not affect the Sublessee’s Sublessee’s capacity in business operation of capacity in business operation of Hilton Pattaya, Hilton Pattaya, as well as the Sublessee must as well as the Sublessee must have funds have funds reserved for its responsibilities and reserved for its responsibilities and other other obligations for a period of 45 days from obligations for a period of 45 days from the end the end of the quarter that such event occurs. of the quarter that such event occurs.

1. In any circumstance that the force majeure 1. In any circumstance that the force majeure occurs which affects the subleased properties occurs which affects the subleased properties directly or to the areas nearby, and that may directly or to the areas nearby, and that may not be preventable or avoidable, whereby the not be preventable or avoidable, whereby the force majeure impacts the operation of Hilton force majeure impacts the operation of Hilton Pattaya on the same month that the force Pattaya on the same month that the force majeure occurs or the force majeure has a majeure occurs or the force majeure has a continuing effect the operation of Hilton continuing effect the operation of Hilton Pattaya on the different month, and the Pattaya on the different month, and the monthly Revenue Per Available Room monthly RevPAR of Hilton Pattaya is lower (“RevPAR ”) of Hilton Pattaya is lower than than the monthly RevPAR of the same period the monthly RevPAR of the same period of of the previous year for equivalent to or more the previous year for equivalent to or more than 50 percent. than 20 percent but less than 50 percent. 2. In any circumstance that the force majeure 2. In any circumstance that the force majeure occurs in the country or in a foreign country occurs in the country or in a foreign country which does not impact the subleased properties which does not impact the subleased directly or to the areas nearby, and that is properties directly or to the areas nearby, and uncontrollable, whereby the force majeure that is uncontrollable, whereby the force impacts the operation of Hilton Pattaya on the majeure impacts the operation of Hilton same month that the force majeure occurs or

Attachment 1 Page 22 Attachment 1

Pattaya on the same month that the force the force majeure has a continuing effect the majeure occurs or the force majeure has a operation of Hilton Pattaya on the different continuing effect the operation of Hilton month, and it results in the following: Pattaya on the different month, and it results in the following : ( a) the monthly RevPAR of Hilton Pattaya is lower than the monthly RevPAR of the ( a) the monthly RevPAR of Hilton Pattaya is same period of the previous year for lower than the monthly RevPAR of the equivalent to or more than 50 percent; and same period of the previous year for (b) the monthly RevPAR of the CompSet is equivalent to or more than 20 percent but lower than the monthly RevPAR of the less than 50 percent; and CompSet of the same period of the previous (b) the monthly RevPAR of the sets of local year for equivalent to or more than 30 hotels and resorts in comparable standard percent. located in Pattaya (“ Compset ”) is lower In case that the Subleased Properties are affected than the monthly RevPAR of the CompSet by any force majeure or the repair or renovation of the same period of the previous year for during the same period of the previous year, the equivalent to or more than 15 percent. monthly RevPAR of Hilton Pattaya and the 3. In any circumstance that (1) the force majeure monthly RevPAR of the Compset (as the case occurs in the country or in a foreign country may be) shall be compared with those of the which does not impact the subleased same period of the latest year prior to such properties directly or to the areas nearby, and previous year when the Subleased Properties that is uncontrollable, whereby the force have not been affected by any force majeure or majeure impacts the operation of Hilton repair or renovation. Pattaya on the same month that the force

majeure occurs or the force majeure has a continuing effect the operation of Hilton Pattaya on the different month, and it results in the following :

( a) the monthly RevPAR of Hilton Pattaya is lower than the monthly RevPAR of the same period of the previous year for equivalent to or more than 50 percent; and

(b) the monthly RevPAR of the CompSet is lower than the monthly RevPAR of the CompSet of the same period of the previous year for equivalent to or more

Attachment 1 Page 23 Attachment 1

than 15 percent but less than 30 percent.

In case that the Subleased Properties are affected by any force majeure or the repair or renovation during the same period of the previous year, the monthly RevPAR of Hilton Pattaya and the monthly RevPAR of the Compset (as the case may be) shall be compared with those of the same period of the latest year prior to such previous year when the Subleased Properties have not been affected by any force majeure or repair or renovation.

Remark: Unitholders may study additional information from the summary of the draft agreements relating to the Additional Assets No. 1 which will be appeared in the registration statements and draft prospectus for the offering for sale of trust units for the conversion.

Attachment 1 Page 24 Attachment 1

7. Opinion of the Settlor Who Will Act as the REIT Manager after Establishment of CPNREIT

The Settlor opines that the conversion of CPNRF into CPNREIT and the investment in the the Additional Assets No. 1 shall generate benefits to CPNRF and the unitholders as follows:

7.1 The conversion of CPNRF into CPNREIT allows investment in the Additional Assets No. 1 which helps to carry on the investment policy of CPNRF.

The conversion of CPNRF into CPNREIT and investment in the Additional Assets No. 1 help to carry on the current investment policy of CPNRF and conform to the future objectives and investment policy of CPNRF by seeking an opportunity to invest in properties which would help CPNREIT (after conversion of CPNRF) to obtain sound long-term investment returns. In this regard, the Settlor has engaged a certified public accountant to conduct an audit for “Projected Statement of Income and Details of Net Investment Income for the Projection Period from 1 January 2018 to 31 December 2018”. Details of which is showed as follows:

Attachment 1 Page 25 Attachment 1

Projected Statement of Income and Details of Net Investment Income

For the Projection Period from 1 January 2018 to 31 December 2018 (Unit: Thousands of THB) All Assets after Investment The The in the Existing Existing Additional Assets Assets Assets No. 1 under under under CPNRF CPNREIT CPNREIT Investment Income Shopping Malls and Office Buildings Rental and service income 3,922,605 3,922,605 4,563,765 Other income 208,384 208,384 238,385 Total income-Shopping Malls and Office Buildings 4,130,989 4,130,989 4,802,150 Hotel Fixed rental income - - 217,436 Variable rental income - - 77,096 Total income-Hotel - - 294,532 Total gross income 4,130,989 4,130,989 5,096,682 Interest income 6,753 5,961 7,553 Total income 4,137,742 4,136,950 5,104,235 Fund/REIT expenses Property management expenses (234,843) (234,843) (263,088) Fund/REIT management fees and administrative expenses (48,890) (142,329) (181,952) Property management fee (381,812) (380,591) (461,860) Amortization of issuance and offering costs - (20) (93) Finance cost (103,204) (78,239) (415,115) Total expenses (768,749) (836,022) (1,322,107) Net investment income before adjustments 3,368,993 3,300,928 3,782,127 Add : Excess liquidity from amortization of issuance and offering costs - 20 93 Less : Non-cash rental and service income - - (7,436) Net cash available for distribution/distribution of benefits 3,368,993 3,300,948 3,774,784

Projected distribution/distribution of benefits (%) 90.1 98.7 98.2 Number of investment units/trust units (Millions of Units) 2,212 2,212 2,212 Projected distribution/distribution of benefits 3,035,355 3,259,638 3,705,844 Distribution/distribution of benefits per unit (THB) 1.3719 1.4733 1.6750

Note : Information as showed above is from Projected Statement of Income and Details of Net Investment Income for the Projection Period from 1 January 2018 to 31 December 2018 .

Attachment 1 Page 26 Attachment 1

According to Projected Statement of Income and Details of Net Investment Income for the Project Period from 1 January 2018 to 31 December 2018 (Refer to Attachment 12), the estimated Cash Distribution per Unit (DPU) to be received by the unitholders following CPNREIT’s investment in the Additional Assets No. 1 will increase by THB 0.3031 compared to the estimated DPU to be received by the unitholders if CPNRF does not undergo a conversion and no investment is made in the Additional Assets No. 1.

However, the information of the estimated cash distribution per unit (DPU) and the increase of the estimated cash distribution per unit (DPU) as shown in the table is only the projection for illustration of the relation with other information in the aforementioned table, the Settlor or any other persons shall not guarantee the business operation result of CPNREIT or the estimated DPU expected to be received by the unitholders. Furthermore, unitholders can study the details regarding the impact in relation to tax which are set out in Attachment 6 “ Impact on CPN Retail Growth Leasehold REIT and the unitholders as a result of the conversion of the property fund into the real estate investment trust” .

In this regard, if there is a change in the interest rate from that employed in the projected statement of income, this will have an impact on the estimated DPU to be received by the unitholders following CPNREIT’s investment in the Additiional Assets No. 1. Impact of change in the interest rate on the estimated DPU is showed as below:

Sensitivity Analysis on Change in DPU Interest Rate 2.18% 2.68% (1) 3.18% 3.50% (2) Net cash available for distribution of 3,852,231 3,774,784 3,697,337 3,647,771 benefits (Thousands of THB) Projected distribution of benefits 3,783,291 3,705,844 3,628,398 3,578,832 (Thousands of THB) Distribution of benefits per unit 1.7100 1.6750 1.6400 1.6176 (THB) Remark : (1) Interest rate used in this projected statement of income is referenced to an intial loan proposal from a Thai financial institution with a loan repayment period of 2 years. (2) Interest rate for the said loan shall not exceed 3.50% per annum.

7.2 The Additional Assets No. 1 contain potentials for generation of benefits

The Settlor opines that the investment in the Additional Assets No. 1 by investing in CentralFestival Pattaya Beach Project and Hilton Pattaya contains the prominent points that will increase the benefits to CPNREIT (after the conversion) as follows:

(1) The Additional Assets No. 1 are located in leading tourism attraction of Thailand and are the high quality assets.

CentralFestival Pattaya Beach Project, a part of the shopping mall adjacent to beach road which is one of the biggest one-stop shopping malls in Southeast Asia and the center of state-of-art and amusing lifestyle of Pattaya City which is considered one of the significant tourism cities of the eastern region and in Thailand, is comprised

Attachment 1 Page 27 Attachment 1

of movie theatre, leading fashion stores, international restaurants and retail stores for over 300 stores, together with an activity hall in front of the shopping mall area that creates zest and liveliness for both Thai and foreign tourists who visit Pattaya Beach for tourism and recreation.

With respect to Hilton Pattaya, which is located on and connected with CentralFestival Pattaya Beach, is a 5-star hotel where the scene of the aesthetic curves of Pattaya Bay is visible, consisting of attractively decorative and designed hotel room, equipped with facilities e.g. Infinity Edge swimming pool, restaurants, spa, catering rooms, meeting rooms, and fitness room, etc.

The business operation of CentralFestival Pattaya Beach Project and Hilton Pattaya promotes and contributes to each other and help to create added value for the project as a whole.

(2) The Additional Assets No. 1 are part of one of the one-stop and biggest shopping malls in Chon Buri province and eastern region in Thailand.

CentralFestival Pattaya Beach Project as part of one of the one-stop and biggest shopping malls in Chonburi province and eastern region in Thailand can serve a large number of both Thai and foreign customers each year. CentralFestival Pattaya Beach Project is filled with tenants who provide a variety of goods and services. The stores inside CentralFestival Pattaya Beach Project are proportionately arranged by its tenant mix and zoning in order to help continuously attract the customers to visit the shopping mall, resulting in a large number of customers coming to use the services at the mentioned shopping mall each year. This will lead to positive impacts toward the businesses of the tenants who lease the spaces inside the shopping mall building. The occupancy rate of CentralFestival Pattaya Beach shopping mall has been continuously high with an average rate for the past three years (B.E. 2014- 2016) at approximately 98%, and for the three month period ended 31 March 2017, the occupancy rate of CentralFestival Pattaya Beach is approximately 97%.

(3) The assets will be managed by the expert and experienced property manager.

CPN has extensive experience in development and management of shopping malls and mixed use projects related to immovable properties for more than 30 years, and manages the total 30 shopping malls (information as at 31 March 2017). CPN Group has been managing CentralFestival Pattaya Beach Project since January 2009 and has finished development of Hilton Pattaya since November 2010. CPN will be appointed by CPNREIT to act as the property manager of CentralFestival Pattaya Beach Project so that CPN can use its experiences and expertises derived from the management of several shopping mall projects in Thailand to manage the aforementioned shopping mall successfully, resulting in an added value to CPNREIT and the overall trust unitholders.

For the core assets in part of Hilton Pattaya, following CPNREIT’s investment in such assets, CPNREIT will sublease the aforementioned assets (in form of

Attachment 1 Page 28 Attachment 1

wholesale leasing) to the sublessee of the assets who is the subsidiary company of CPN which will be established in the future. The sublessee of the assets shall appoint the company under Hilton Group, according to conditions under existing hotel management agreement, the international hotel management network, to continue acting as the hotel manager of Hilton Pattaya in order to generate benefits from the aforementioned hotel. CPNREIT shall gain benefits in form of fixed rent and variable rent from the sublessee of the assets under the condition specified in the agreement.

7.3 An increase in a variety of sources of income and opportunity of growth of income from the investment in the Additional Assets No. 1

The conversion of CPNRF into CPNREIT and the investment in the Additional Assets No. 1 shall lead to more secure operating incomes of CPNREIT through asset diversification in terms of generating benefits from the assets and reducing its reliance on income sources since the assets to be transferred from CPNRF and the Additional Assets No. 1 are located in different locations (location diversification).

7.4 The form of the investment of Real Estate Investment Trust (REIT) Trust becomes more universal and prevalent in Thailand.

The investment in REIT is considered universal and gains popularity in various countries worldwide. The investment in REIT has commenced gaining more popularity in Thailand in the past few years since REIT can invest in various types of immovable properties with good commercial capacities, with the location in Thailand and overseas. Upon making a comparision with property funds, a real estate investment trust provides more various options of immovable property investment that will enhance long-term growth opportunities for a real estate investment trust and create more values to the trust unitholders as a whole.

7.5 Real estate investment trust can obtain loans at a higher level than property fund for an additional investment and for trust management purpose.

A real estate investment trust can obtain loans or incur any encumbrances within the financial limit in accordance with the terms of the Trust Deed and relevant laws in order to utilize for various purposes, including investment in additional assets. The ability of a real estate investment trust to incur debt at a higher level generates the benefits to overall trust unitholders as the trust unitholders will benefit from optimal capital structure by borrowing that has relatively lower cost of funds than cost of equity (gearing benefits). This is because the cost of debt is lower than the cost of equity.

Attachment 1 Page 29 Attachment 1

8. Opinion of the Management Company

The Management Company wishes to propose the information between the retention as CPNRF and the conversion of CPNRF into CPNREIT for supporting the considerations as follows:

Points to consider toward the retention as Points to consider toward the conversion of Topic CPNRF CPNRF into CPNREIT 1. Growth CPNRF is not allowed to increase its registered If the unitholders approve the conversion of CPNRF Opportunity of capital nor can it be granted loans for investment in into CPNREIT, CPNRF’s unitholders will have the CPNRF/CPNREIT additional assets, according to the relevant SEC opportunity for additional investment through Notifications, if its unitholders doesn’t approve the CPNREIT in the future in assets that belong to CPN conversion of CPNRF into CPNREIT. and/or related entities to CPN, including assets of other parties. Such opportunity is related to the investment in the assets with commercial growth potential according to CPNREIT’s investment policy as deemed appropriate by the REIT Manager under conditions of the Trust Deed and the relevant regulations).

However, the seeking of the opportunity to invest in additional assets is for the purpose of enabling CPNREIT to invest in the assets with commercial potential which are situalted on various locations and to diversify investment risk so that CPNREIT can generates good return in the long run while enhancing its NAVs.

Attachment 1 Page 30 Attachment 1

Points to consider toward the retention as Points to consider toward the conversion of Topic CPNRF CPNRF into CPNREIT 2. Tax Burden of In accordance with the Royal Decree issued by virtue CPNREIT is subject to value added tax, specific CPNRF and of the Revenue Code Re: VAT Exemption (No. 608), business tax and stamp duty. However, CPNREIT is CPNREIT Re: Business Exempted from Special Business Tax not obliged to pay corporate income tax since it is not (No. 609), and Re: Tax Exemption (No. 610) B.E. deemed tax entity in accordance with the Revenue 2016 dated 24 May 2016; and Clarification of Code. Revenue Department dated 28 March 2017, property fund established in accordance with the securities law is obliged to pay value added tax, special business tax and stamp duty from 24 May 2017 onwards.

However, after 24 May 2017, CPNRF is not obliged to pay corporate income tax since it is not deemed tax entity in accordance with the Revenue Code.

3. Tax Burden of Tax on Dividend Tax on Distribution Unitholders/Trust Individual Individual Unitholders • Domiciled in Thailand • Domiciled in Thailand : If payee chooses for payer not to withholding tax, : Payer is required to deduct 10 percent dividend received is required to be included in withholding tax and payee may choose to tax calculation. include or not include distribution received in tax calculation. : If payee chooses for payer to deduct 10 percent withholding tax, dividend received is not required to be included in tax calculation.

• Domiciled overseas • Domiciled overseas : Payer is not required to withholding tax but : Payer is required to deduct 10 percent

Attachment 1 Page 31 Attachment 1

Points to consider toward the retention as Points to consider toward the conversion of Topic CPNRF CPNRF into CPNREIT payee is required to include dividend received in withholding tax or at the rate specified under tax calculation. Double Tax Agreement whereby payee may choose to include or not include distribution received in tax calculation.

Juristic Person Juristic Person • Thai (listed companies on the SET) • Thai (listed companies on the SET) : Exempted from income tax wholly (if holding : Payer is not required to deduct 10 percent units for 3 months before and after dividend withholding tax but payee is required to include payment) whereby payer is not required to distribution received in tax calculation. deduct withholding tax

• Thai (limited companies) • Thai (limited companies) : Exempted from income tax in half (if holding : Payer is required to deduct 10 percent units for 3 months before and after dividend withholding tax and payee is required to include payment) whereby payer is not required to distribution received in tax calculation. deduct withholding tax

• Foreign company not operating business in • Foreign company not operating businessin Thailand Thailand : Payer is not required to withholding tax. : Payer is required to deduct 10 percent withholding tax or at the rate specified under Double Tax Agreement.

Tax on Capital Gain Tax on Capital Gain Individual Individual • Domiciled in Thailand • Domiciled in Thailand : Exempted from income tax calculation if : Exempted from income tax calculation if transaction is done through the SET transaction is done through the SET

Attachment 1 Page 32 Attachment 1

Points to consider toward the retention as Points to consider toward the conversion of Topic CPNRF CPNRF into CPNREIT

• Domiciled overseas • Domiciled overseas : Exempted from income tax calculation if : Exempted from income tax calculation if transaction is done through the SET transaction is done through the SET

Juristic Person Juristic Person • Thai (listed companies on the SET) • Thai (listed companies on the SET) : Includes in taxable profit for income tax : Includes in taxable profit for income tax calculation calculation • Thai (limited companies) • Thai (limited companies) : Includes in taxable profit for income tax : Includes in taxable profit for income tax calculation calculation • Foreign (Operating in Thailand) • Foreign (Operating in Thailand) : Includes in taxable profit for income tax : Includes in taxable profit for income tax calculation calculation • Foreign (Not operating in Thailand) • Foreign (Not operating in Thailand) : Payer is not required to withholding tax : Payer is required to deduct 15 percent withholding tax or at the rate specified under the Double Tax Agreement. 4. Tax Privileges in - • Transfer or creation of rights in property or any relation to right in assets between the Settlor and the Trustee Conversion of is exempted from corporate income tax, value Property Fund into added tax, special business tax and stamp duty, in Real Estate accordance with the Royal Decree issued in Investment Trust accordance with the Revenue Code Re: Revenue Exemption (No. 533) B.E. 2555 (2012), Section 7. • The unitholders of property fund are exempted from income tax for the proceeds from a swap of investment units into trust units as a result of the conversion of property fund into real estate

Attachment 1 Page 33 Attachment 1

Points to consider toward the retention as Points to consider toward the conversion of Topic CPNRF CPNRF into CPNREIT investment trust. This is for the proceeds derived from the swap of the investment units into trust units from 1 January 2017 to 31 December 2017 in accordance with the Royal Decree issued in accordance with the Revenue Code Re: Revenue Exemption (No. 635) B.E. 2560 (2017), Section 4. • Property fund is exempted from value added tax, special business tax, and stamp duty as a result of transfer or creation of rights in property or any righta in assets which is resulting from the conversion of property fund into real estate investment trust. This is for the conversion of property fund into real estate investment trust from 1 January 2 0 1 7 to 31 December 2017 pursuant to the Royal Decree issued in accordance with the Revenue Code Re: Revenue Exemption (No. 635) B.E. 2560 (2017), Section 5. • Registration fees in relation to immovable properties with property value incurred as a result of conversion of property fund into REIT pursuant to the laws relating to trust for transactions in capital market law for the registration executed within 31 December 2017 shall be charged in the rate of 0.01 percent, but not exceeding THB 100,000 at maximum, in accordance with the Ministerial Regulation on Determination of Fee of Right Registration and Juristic Acts in relation to Immovable Properties

Attachment 1 Page 34 Attachment 1

Points to consider toward the retention as Points to consider toward the conversion of Topic CPNRF CPNRF into CPNREIT for the Conversion from Property Fund into Real Estate Investment Trust B.E. 2559 (2016).

Attachment 1 Page 35

Attachment 2 Plan for the Conversion, Dissolution, Liquidation and the Investment in the Additional Assets No . 1 (Conversion Timeline )

Attachment 2

Attachment 2 Plan for the Conversion, Dissolution, Liquidation and the Investment in the Additional Assets No. 1 (Conversion Timeline)

After the unitholders’ meeting of CPNRF have passed a resolution for CPNRF’s conversion and Investment in the Additional Asset No.1 and other related matters, the REIT Manager and Financial Advisors will submit the filing to the SEC Office for the offering of trust units to CPNRF in support of the conversion in accordance with the Notification No. TorJor. 34/2559 and TorJor. 49/2555. In this regard, the SEC Office will complete its consideration on the filing within 165 days from the date that the SEC Office receives all accurate documents completely. After the REIT Manager has obtained an approval from the SEC for the offering of newly issued trust units in support of conversion, SCB Asset Management Co., Ltd. (the “Management Company”), the REIT Manager and the liquidator will proceed with the conversion of CPNRF into CPNREIT as a trust in support of the conversion and the investment in the Additional Assets No.1 under the procedures and tentative timeline after obtaining the approval from the SEC Office (the tentative timeline is estimated by the Management Company and the REIT Manager but it is depending upon the timeline for consideration of the filing by the SEC Office.) as follows:

Attachment 2 Page 1 Attachment 2

Plan for the Conversion, Dissolution, Liquidation and No. Tentative Timeline the Investment in the Additional Assets No. 1 1. The Management Company will notify the Stock The Management Company notified the SET on 21 July 2017 Exchange of Thailand (the “SET”) and the unitholders the that the date on which the unitholders who are entitled to attend date on which the unitholders who are entitled to attend the the Unitholders’ Meeting of CPNRF No.1/2017 are recorded Unitholders’ Meeting of CPNRF No.1/2017 are recorded (Record Date) has set on 4 August 2017, and the closing date on (Record Date), and the date on which name list of which name list of unitholders is compiled under Section 225 unitholders is compiled by closing the unitholders register of the Securities and Exchange Act B.E. 2535 (1992) (as book to suspend the investment units transfers as amended) by closing the unitholders register book to suspend prescribed under Section 225 of the Securities and the investment units transfers has set on 7 August 2017. Exchange Act B.E. 2535 (1992) (as amended). 2. The Management Company will send the notice calling for The Management Company will send the notice calling for the the Meeting of the Unitholders to all unitholders of meeting of the unitholders of to all unitholders at least 14 days CPNRF. prior to the date of the meeting. The Management Company will circulate mentioned document within 11 August 2017. 3. Unitholders’ Meeting of CPNRF No. 1/2017 in order to Unitholders’ Meeting of CPNRF No. 1/2017 to consider and consider and approve CPNRF’s Conversion to CPNREIT approve CPNRF’s conversion to CPNREIT and Investment in and Investment in the Additional Assets No.1 and other the Additional Assets No.1 and other related matters has set on related matters. 28 August 2017. The Management Company will notify the unitholders’ resolutions via SET’s website including submission of the meeting report to SET within 14 days. 4. The Settlor and Financial Advisors will submit the Without delay after having pass the resolutions for CPNRF’s registration statement and draft prospectus for the conversion to CPNREIT and Investment in the Additional conversion to the SEC Office. Assets No.1 and other related matters, the Settlor expects to submit the registration statement and prospectus for the conversion to the SEC Office within September 2017. 5. The SEC Office will consider the registration statement Financial Advisors and Settlor will jointly prepare document and draft prospectus for the Conversion to the SEC Office. and clarification as per SEC’s comments and suggestions in order to disclose the correctness, completion information and compliance with related regulations.

Attachment 2 Page 2 Attachment 2

Plan for the Conversion, Dissolution, Liquidation and No. Tentative Timeline the Investment in the Additional Assets No. 1 6. The Settlor will submit the latest registration statement and The registration statement and draft prospectus for the draft prospectus for the Conversion to the SEC Office and conversion will be effective after a lapse of 14 days from the upload such documents on the SET’s electronic system. date the SEC Office receives the latest version of the amended registration statement.

7. The Management Company will notify the unitholders the At least 14 days before the date of book closing for suspension date of book closing for suspension of investment unit of investment unit transfer to determine rights to switch transfer to determine rights to switch CPNRF’s investment investment units with trust units. units with CPNREIT’s trust units (Book Closing Date for Swap). 8. SET will Post XO-Swap (which means buyers will not be 3 business days before the date of book closing for suspension granted the rights to switch CPNRF’s investment units of investment unit transfer to determine rights to switch with CPNREIT’s trust units CPNRF’s investment units with CPNREIT’s trust units. 9. The Management Company will collect names of the At least 14 days after the date the unitholders are notified of the unitholders under Section 225 of the Securities and date of book closing for suspension of investment unit transfer. Exchange Act B.E. 2535 by way of book closing for suspension of investment unit transfer (Book Closing for Swap). 10. The Management Company will request the SET to 3 business days before the date of book closing for suspension suspend trading of CPNRF’s investment units (Request for of investment unit transfer to determine rights to switch SP). CPNRF’s investment units with CPNREIT’s trust units. 11. The SET will suspend trading of CPNRF investment units. Continuously, until the SET announces the delisting of CPNRF (SP Sign posted.) investment units and list CPNREIT newly issued trust units in support of the conversion on the SET. 12. The REIT Manager will proceed with the Conversion of Without delay. The REIT Manager expects to proceed with the CPNRF into CPNREIT by creating rights to CPNRF’s conversion within December 2017. assets to the Trustee.

Attachment 2 Page 3 Attachment 2

Plan for the Conversion, Dissolution, Liquidation and No. Tentative Timeline the Investment in the Additional Assets No. 1 13. The Management Company will notify the dissolution of At least 5 business day CPNRF to the unitholders, the Fund Supervisor, the SET before the dissolution of and the SEC Office. CPNRF.

14. The REIT Manager will offer the sale of trust units in support of the Conversion to CPNRF where the Fund Manager will transfer assets and obligations of CPNRF to CPNREIT in return for newly issued CPNREIT trust units for the Conversion. The REIT Manager must complete the sale of trust units within 6 months from the date the SEC Office notifies the approval for the offering of trust units in support of the Conversion.

15. The Fund Manager will dissolve CPNRF. Within the business day

immediately following the

date of transfer of assets and

obligations of CPNRF to

CPNREIT. Within 15 business days from 16. The liquidator will allocate the trust units to CPNRF Without delay. the closing date of offering of unitholders whose names appear in the register book of newly issued trust units. unitholders as at the date of determination of rights to (The REIT Manager expects to switch investment units with trust units, and the liquidator will deliver the following documents to the unitholders: complete the procedures within 31 December 2017) (1) document showing the number of trust units allocated to a unitholder (2) prospectus for offering of trust units in support of the conversion or document containing the same information as CPNREIT fact sheet as presented in the registration statement for offering which are submitted to the SEC.

Attachment 2 Page 4 Attachment 2

Plan for the Conversion, Dissolution, Liquidation and No. Tentative Timeline the Investment in the Additional Assets No. 1 17. The liquidator and/or the Management Company will - apply for a delisting of CPNRF investment units from the SET (Delist). 18. The REIT Manager will arrange the trust units in support - of Conversion for a listing of CPNREIT trust units on the SET. 19. The liquidator will complete the liquidation other than the Within 90 days from the date of dissolution of CPNRF unless actions in No.18). a relaxation is granted by the SEC Office as deemed appropriate and necessary. 20. The liquidator will submit an application for registration of Within 30 days from the date of completion of the liquidation. the dissolution of the property fund, together with a report and result of the liquidation, to the SEC Office. Remarks: The tentative timeline is estimated by the Management Company and the REIT Manager. The actual timeline will depend on the timeline for the consideration of the sale of the offering of newly issued trust units by the SEC Office. In addition, the timeline may be modified in order to comply with the relevant notification, and/or applicable laws (and the additional amendment if any).

However, CPNREIT will invest in additional assets No.1 after the date that CPNREIT gets transferred the assets from CPNRF. Regardless of whether the investment in additional assets will occur on the same date or after the conversion (no later than 1 year after CPNRF’s unitholders have passed the resolutions for conversion, investment in additional asset no.1 and related matters), it will not cause an impact on the plan and procedures relating to conversion of CPNRF into CPNREIT.

Attachment 2 Page 5

Attachment 3 Summary of the draft Trust Deed

Attachment 3

Summary of Trust Deed

Parties 1. CPN REIT Management Co ., Ltd ., as the Settlor and the REIT Manager

2. SCB Asset Management Co ., Ltd ., as the Trustee

Description of 1. CPN Retail Growth Leasehold REIT (CPNREIT ) is a real estate investment CPNREIT and trust that investment in leasehold rights under the Trust for Transactions in Management the Trust Act which was converted from the CPN Retail Growth Leasehold Mechanism Property Fund (CPNRF ). CPNREIT was, thus, established by the operation of the Trust Deed . In this regard, the establishment of CPNREIT shall have full force and effect upon the Settlor’s creating rights and duties in the assets for the Trustee by entering into an agreement under which the Settlor is committed to procure that CPNREIT acquires all assets and liabilities of CPNRF which have been converted in consideration for CPNRF to acquire the newly -issued trust units of CPNREIT .

2. CPNREIT does not have a status of a juristic person, but is a pool of assets under the name and management of the Trustee .

3. The management of CPNREIT shall be acted by the Trustee and the REIT Manager delegated by the Trustee under the Trust Deed . Scope of authorities, duties and responsibilities of the Trustee and the REIT Manager are stated in the relevant parts in the Trust Deed . In this regard, the REIT Manager has major authorities, duties, and responsibilities for managing CPNREIT and investing in core assets of CPNREIT . Meanwhile, the Trustee has major authorities, duties, and responsibilities of supervising the performance of the REIT Manager and other delegated person (s) (if any ) to ensure that their performance is in compliance with the Trust Deed and the securities law, and safeguarding the assets of CPNREIT . Additionally, any management of investment in non -core assets shall be conducted by the Trustee, the REIT Manager, or any person (s) delegated by the Trustee or the REIT Manager as specified in the Trust Deed or any relevant agreements .

4. The REIT Manager and the Trustee shall perform their duties as entrusted professionals, with due care and in good faith for the best interest of the unitholders as a whole, and in accordance with the Trust Deed and relevant laws, as well as commitments additionally given in the documentation disclosed in the offering for sale of the trust units circulated to the investors (if any ) and /or the resolutions of the unitholders’ meetings.

Name, Term, and Thai name : กก CPN ก Type of the Trust

Attachment 3 Page 1

English name : CPN Retail Growth Leasehold REIT

Abbreviation : CPNREIT

Term : Indefinite

Type : Closed -end

Objectives of CPNREIT has objectives which are to invest in the core assets by purchasing CPNREIT and /or leasing and /or subleasing and /or accepting transfer of leasehold rights, and /or sub -leasehold rights in the core assets . CPNREIT shall use the core assets to seek benefits in the form of income from rental fees and service fees, or any other income of a similar nature . In addition, CPNREIT shall cause improvement, change, enhancement, development and /or disposal of the assets for the purposes of generating income and returns to CPNREIT in the continuous interests of the unitholders in the long-term . CPNREIT also intends to make additional investment in the assets in order to achieve the continuous growth of its income, including investment in other assets and /or securities and /or seeking of other benefits from any other methods in accordance with the securities law and /or any other relevant laws .

In addition, the key objectives of CPNREIT are specified as follows :

1. To accommodate the conversion of CPNRF into CPNREIT

1.1 CPNREIT is established under the Trust Act in order to facilitate the conversion of CPNRF into CPNREIT with the objectives to issue and offering for sale the newly -issued trust units in consideration for the assets and liabilities of CPNRF, and to list the newly -issued trust units as the listed securities on the SET .

1.2 In issuing and offering for sale the newly -issued trust units, the Settlor shall follow criteria, procedures, and conditions prescribed under the securities laws and specified in the registration statement for offering for sale of trust units . After CPNREIT is successfully established under the Trust Act, the Settlor shall act as the REIT Manager and file an application with the SET for the listing of the newly -issued trust units as the listed securities on the SET within the period of 15 business days from the end of the offering period for sale of the newly -issued trust units .

2. To invest in the Additional Assets No . 1

The REIT Manager shall consider invest in the Additional Assets No . 1 by obtaing loans . The proceeds derived therefrom shall be transferred to CPNREIT’s account under the name of the Trustee for safekeeping . In this regard, the REIT Manager shall, in accordance with the criteria,

Attachment 3 Page 2 procedures, and conditions additionally specified in the Trust Deed and relevant laws, use the funds to invest in the Additional Assets No . 1.

3. To invest in the core assets in the future after the investment in the Additional Assets No . 1 is made .

3.1 The REIT Manager may consider investing in the core assets in the future by issuance and offering for sale of the newly -issued trust units and /or obtaining loans, as well as issuing and offering for sale the instruments which bear as their true objective or substance the obtaining of a loan . The proceeds derived therefrom shall be transferred to CPNREIT’s account under the name of the Trustee for safekeeping and future investment in the core assets. With respect to the issuance and offering for sale of the newly -issued trust units, the REIT Manager shall apply for the listing of the newly -issued trust units to be the listed securities on the SET .

3.2 In issuing and offering for sale the newly -issued trust units or the instruments which bear as their true objective or substance the obtaining of a loan, the REIT Manager shall comply with the criteria, procedures, and conditions specified under the securities laws, the registration statement for offering for sale of trust units, or the registration statement for offering for sale of such relevant securities (if any ) for each issuance and offering . Subsequently, the REIT Manager shall file an application with the SET for the listing of the newly -issued trust units as the listed securities on the SET within the period of 45 days from the end of the offering period of the newly - issued trust units .

Establishment The establishment of CPNREIT shall have full force and effect upon the Date of Settlor’s creating the rights and duties of the assets to the Trustee by entering CPNREIT and into an agreement with a commitment that the Settlor shall ensure that Effective Date of CPNREIT acquires all assets and liabilities of the CPNRF which have been Trust Deed converted in consideration for CPNRF acquiring the newly -issued trust units of CPNREIT .

Unitholders 1. Being a unitholder does not give rise to a juristic relationship in terms of principal and agent between the unitholder and the Trustee, and in terms of a partnership or other juristic relationship among the unitholders .

2. Being a unitholder does not cause the unitholder to be liable if the assets of CPNREIT are insufficient for repayment of the debt to the Trustee, the REIT Manager, or the creditors of CPNREIT . In this regard, the Trustee, the REIT Manager, and the creditors of CPNREIT have the right to claim only from the assets of CPNREIT .

3. A unitholder shall be entitled to claim from CPNREIT for a distribution of

Attachment 3 Page 3 returns in an amount of not exceeding the income after deducting reserves, and the returns on capital in the amount of not exceeding the capital amount adjusted by the excess or the under -value of the trust units . If the trust units are divided into classes, such right to receive the distribution of returns or returns on capital of the unitholder of each class of the trust units shall also conform to the relevant terms and conditions as stated for each class .

4. In any case, the Trust Deed shall in no way be interpreted in such a way that it contradicts or is in conflict with the terms and conditions under Clauses 1, 2, and 3 above .

5. Being a unitholder does in no way grant him /her /it the sole and exclusive ownership of or a right of claim over the assets of CPNREIT, whether in whole or in part . A unitholder does not have the right to demand that the assets of CPNREIT be transferred to him /her /it . The unitholder may be entitled to recover the assets of CPNREIT from third persons in accordance with the criteria prescribed in the Trust Act if the management of CPNREIT by the Trustee and /or the REIT Manager does /do not comply with the Trust Deed or the Trust Act which results in the disposal of the assets of CPNREIT to such third persons .

6. The unitholder shall be entitled to receive the returns on capital, benefits, or other assets in relation thereto upon the dissolution of CPNREIT in accordance with the criteria and procedures specified in the Trust Deed . The Trustee or a person acting on its behalf or the assignee of the Trustee or another person acting on its behalf, as the case may be, shall allocate the returns on capital, benefits, or other assets in relation thereto to the unitholders upon the dissolution of CPNREIT . A unitholder shall be entitled to demand the returns on capital in the amount of not exceeding the capital amount adjusted by the excess or the under -value of the trust units in any case .

7. A unitholder shall be entitled to receive the returns on capital following the decrease in paid -up capital of CPNREIT in accordance with the criteria prescribed in Clause 5 of the Trust Deed .

8. A unitholder may lawfully pledge the trust units by complying with the criteria and procedures determined by the Trustee and /or the trust unit registrar .

9. A unitholder shall be entitled to transfer the trust units, subject to the criteria specified in the Trust Deed .

10. A unitholder shall be entitled to attend and cast votes at unitholders’ meetings in accordance with the criteria specified in the Trust Deed .

11. A unitholder shall not be held liable to the REIT Manager or the Trustee in respect of payment of other monies to CPNREIT after having paid the

Attachment 3 Page 4 price of the trust units in full, and shall not bear any other additional liability for the trust units held .

Investment by The investments of CPNREIT shall be made in accordance with the criteria CPNREIT and its prescribed in the Notification TorJor . 49 /2555 and other relevant notifications, Investment Policy as well as the Trust Deed . CPNREIT will focus on its investments in immovable properties, leasehold rights in immovable properties, and sub - leasehold rights in high -end immovable properties, particularly shopping malls . CPNREIT will also invest in other types of immovable properties that are related to or complement immovable properties in the category of shopping malls, such as assets for commercial purposes, office buildings, hotels, and serviced apartments, etc ., as to be the core assets of CPNREIT . CPNREIT will do so by means of purchasing and /or leasing and /or subleasing and /or accepting transfer of leasehold rights and /or sub -leasehold rights in the core assets, and place emphasis on the generation of benefits in the form of income from rental fees and service fees, or any other income of a similar nature . In addition, CPNREIT shall cause improvement, change, enhancement, development, and /or disposal of assets for the purposes of generating income and returns to CPNREIT in the continuous interests of the unitholders in the long -term . Furthermore, CPNREIT also intends to make additional investments in the assets in order to achieve the continuous growth of its income and so as to diversify risks through investment in immovable properties in different locations, as well as to invest in other assets and/or securities and /or to seek other benefits from any other methods in accordance with the securities law and /or any other relevant laws .

Acquisition of the CPNREIT shall make both direct and indirect investment in accordance with Core Assets and the following criteria : Equipment (if any ) 1. Direct investment, being the investment in the core assets which will be in accordance with the following criteria :

1.1 CPNREIT shall invest in immovable properties in order to acquire the ownership or possession, whereby the acquisition of possession shall be in accordance with the following cases :

1.1.1 Acquisition of immovable properties for which certificates of utilization (Nor .Sor .3 Gor .) have been issued;

1.1.2 Acquisition of the leasehold rights and /or sub -leasehold rights of immovable properties for which documents of title or possession in the category of Nor .Sor .3 Kor . have been issued . In the case where CPNREIT invests in the leasehold rights of immovable properties that demonstrate the nature of subleasing, the REIT Manager shall put in place measures for risk mitigation or remedy of damage which may occur due to the breach of the lease agreement or the failure to exercise the

Attachment 3 Page 5 rights under the lease agreement .

1.2 The acquired immovable properties shall not be subject to any enforcement of property rights or any dispute unless the REIT Manager and the Trustee, after consideration, have expressed their opinions in writing that such enforcement or dispute does not materially affect the seeking of benefits from such immovable properties, and the conditions for acquiring such immovable properties are beneficial to the unitholders as a whole;

1.3 The contract for the acquisition of the immovable properties shall not contain any agreement or commitment which may render CPNREIT unable to dispose of the immovable properties at a fair value (at the time of disposal ), for instance, the agreement granting the right of first refusal with a pre -fixed price, etc ., or which may impose undue obligations on CPNREIT other than those an ordinary lessee should bear at the end of the lease;

1.4 The acquired immovable properties shall be ready to be used for seeking of benefits with the aggregate value of no less than 75 percent of the total value of the trust units offered for sale, including the amount of loan (if any ).

In this regard, CPNREIT may invest in a project under construction, provided that, the investment value for the acquisition and completion of the development project shall not exceed 10 percent of the total asset value of CPNREIT (after the offering for sale of the trust units ), and CPNREIT must be able to demonstrate that it has sufficient working capital to pay the cost of the development project without affecting the going concern issue of CPNREIT;

1.5 The REIT Manager shall arrange for the appraisal of the immovable properties intended for investment, whereby the appraisal shall be fully conducted with the verification of the documents of title, and for the purposes of public use for disclosure to investors . The appraisal reports must have been made within 6 months before the date of the filing of application for the offering for sale of the trust units . Such appraisal shall be performed by at least 2 appraisal companies considered appropriate by the REIT Manager and the financial advisor who shall mutually prepare the application for the offering for sale of the trust units (if any ) so that they will be able to conduct reliable and satisfactory appraisals to reflect the true value of the assets . The appraisal companies shall demonstrate the following :

1.5.1 The appraisal companies must have been approved by the SEC Office;

1.5.2 If the immovable properties to be invested in are located

Attachment 3 Page 6 aboard, the appraisal companies to perform the appraisal on such immovable properties can be those whose names are in the approved list of the government or regulatory authorities of the country where such immovable properties are located . In this regard, if there is no such list, the appraisal companies must demonstrate any of the following :

(a) The appraisal companies must practice the profession of asset valuation and be widely -recognized in the country in which those assets are located;

(b) The standards for operations and work systems adopted by the appraisal companies are internationally - recognized; and

In this regard, the criteria under this Clause 1 .5 shall be applicable to the immovable properties transferred from CPNRF which have been converted, and which have been appropriately appraised under the criteria prescribed under the Notification of the Capital Market Supervisory Board No . TorJor . 34 /2559;

1.6 The acquired immovable properties shall have an aggregate value of not less than THB 500 million, and in the case where the amount of funds raised from the offering for sale of the trust units is less than the value of the immovable properties to be invested in, the REIT Manager must be able to demonstrate that there are other sufficient sources of funds to support the acquisition of such immovable properties .

In addition, in acquiring the core assets and equipment, CPNREIT shall comply with the procedures specified under the Trust Deed .

2. Indirect investment, being the investment in the core assets of CPNREIT through having shareholdings in a company established for the purposes of an operation similar to that of CPNREIT, in accordance with the Notification of the Capital Market Supervisory Board No . TorJor . 49 /2555 . The investment shall be made in accordance with the following criteria :

2.1 CPNREIT must hold no less than 99 percent of the total issued shares of such company, and no less than 99 percent of the total voting rights of such company .

2.2 CPNREIT may grant a loan to the company under Clause 2.1 by means of holding of debt instruments or entering into an agreement which constitutes the granting of a loan . The granting of a loan to

Attachment 3 Page 7 such company shall be deemed as an indirect investment in the core assets .

2.3 The immovable properties that CPNREIT indirectly invests in, whether in its own capacity, or by the company in which CPNREIT holds shares, shall be appraised as follows :

2.3.1 The appraisal of the assets held by CPNREIT shall be in accordance with the criteria set out in Clause 1.5 above . Consideration shall be given to the tax obligations borne by the company in which CPNREIT holds shares, as well as other factors that may affect the price of the immovable properties in which CPNREIT indirectly invests;

2.3.2 The appraisal of the assets by the company in which CPNREIT holds shares shall be in accordance with the criteria set out in Clause 1.5 above;

2.3.3 Other assets invested by the company in which CPNREIT holds shares shall be appraised in accordance with the following criteria :

(a) The appraisal shall be based on the fair value calculated in accordance with the criteria on the determination of the fair value of investment capital issued by the Association of Investment Management Companies, mutatis mutandis ;

(b) If the criteria as mentioned in (a) above do not recognize the fair value of any asset, the value determined by the generally -accepted professional principles or international standards shall be applied;

2.3.4 If CPNREIT invests in debt instruments or agreements that constitute indirect investments, the value of those instruments or agreements shall be appraised in accordance with the criteria set out herein;

2.3.5 The REIT Manager must be able to demonstrate that there are measures or mechanisms in place for the Trustee and the REIT Manager to be able to supervise and control the company to ensure that it complies with the criteria applicable to CPNREIT in its direct investments in the core assets . This shall be exclusive of the criteria relating to the borrowing limit specified in the Trust Deed, which shall only apply to investments by CPNREIT in its own capacity .

Attachment 3 Page 8 3. CPNREIT may acquire the non -core assets by investing in any other assets which CPNREIT is allowed to invest in or hold in accordance with the criteria specified under the Trust Deed .

4. CPNREIT shall not enter into any agreement with respect to the investment in the core assets with the following persons, which may result in any involvement in the management of CPNREIT by any of such persons or any person under such persons’ control, except for the case where such person is a company with its securities listed on the SET, whereby the consideration thereof shall be in accordance with Clause 4 .1.1

4.1 Within 5 years prior to the date on which the application for the offering for sale of the trust units is filed, such person shall possess none of the following characteristics :

4.1.1 Having a record of a material violation of the criteria or conditions relating to the offering for sale of securities;

4.1.2 Having been denied approval for the offering for sale of newly -issued shares by the SEC Office due to there being material grounds to believe the following in respect of the management mechanism of such person :

(a) Being potentially unable to treat the shareholders in a fair manner, particularly due to giving preferential treatment to a particular group of shareholders, thus inappropriately giving them advantages or privileges over other shareholders;

(b) Being potentially unable to safeguard the rights of the shareholders by causing a person to receive additional monetary benefits other than those due in the ordinary course of business or that cause the company to lose benefits to which it is entitled;

4.1.3 Having been denied approval for the offering for sale of newly -issued securities by the SEC Office due to there being material grounds to believe that the disclosure of information to the public is incomplete, inadequate for decision -making, or contained misleading information for the investors, which constitutes concealment or withholding of material information, or creation of fictitious information that does not form a part of the clauses or actions of the company;

4.1.4 Having its application for approval for the offering for sale of newly -issued securities withdrawn due to its failing to give any clarification to the SEC Office under

Attachment 3 Page 9 Clause 4.1.2 or Clause 4.1.3 above, or whereby clarifications were given without demonstrating the reasonable facts or grounds for disproving the suspicions set out in Clause 4.1.2 or Clause 4.1.3;

4.2 Within 10 years prior to the date on which the application for the offering for sale of the trust units is filed, such person had been subject to a final court judgment on the basis of an offense relating to assets, particularly due to deceitful, fraudulent or dishonest acts that cause widespread damage, regardless whether under Thai or foreign laws;

4.3 Being named in a complaint or subject to legal proceedings in respect of the commission of an offence relating to assets by the relevant agencies, particularly due to the performance of work of a deceitful, fraudulent, or dishonest nature that causes widespread damage, regardless whether under Thai or foreign laws;

4.4 There are reasonable grounds to believe that such person had acted in such a manner so that the persons possessing the prohibited characteristics under Clause 4.1, Clause 4.2, or Clause 4.3 could evade the application of the criteria in Clause 4.1, Clause 4.2, or Clause 4.3 by the SEC Office against those persons .

Procedures on the Prior to acquisition of the core assets each time, the REIT Manager has to Acquisition of the proceed as follows : Core Assets and Equipment (if 1. Conduct due diligence on the information and agreements relating to the any ) core assets and equipment (if any ), for instance, financial and legal information, for the benefit of investment decision-making and disclosure of accurate information . If the owner, lessor, transferor of the leasehold rights, or transferor of the sub -leasehold rights, is a connected person of the REIT Manager, the REIT Manager has to arrange for a financial advisor to give an opinion on the analysis of such information:

1.1 Appraisal of the core assets at least in accordance with the provisions as prescribed under the Trust Deed;

1.2 If CPNREIT plans to invest in the leasehold rights of immovable properties by subleasing, the REIT Manager shall put in place measures for risk mitigation or remedy of damage which may occur due to the breach of the lease agreement or the failure to exercise the rights under the lease agreement .

2. The acquisition of the additional core assets shall be in accordance with the

Attachment 3 Page 10 following conditions :

2.1 With respect to the essence of the transaction,

2.1.1 The acquisition must be in compliance with the Trust Deed and relevant laws;

2.1.2 The acquisition must be in the best interest of CPNREIT;

2.1.3 The acquisition must be reasonable and at a fair price;

2.1.4 The expenses collected from CPNREIT (if any ) must be at a fair and reasonable rate; and

2.1.5 The acquisition must be decided by a person who does not have any special interest with regard to the transaction of acquisition thereof .

2.2 With respect to the approval procedure, the REIT Manager shall ensure that :

2.2.1 The acquisition must be approved by the Trustee to ensure that the transaction is in compliance with the Trust Deed and relevant laws;

2.2.2 The acquisition must be approved by the Board of Directors of the REIT Manager in the case of acquiring additional core assets with the value equivalent to 10 percent of the total asset value of CPNREIT or greater; and

2.2.3 The acquisition must be approved by the resolution of a unitholders’ meeting with at least three -quarters majority votes of the attending unitholders with voting rights, in the case of acquiring additional core assets with the value equivalent to 30 percent of the total asset value of CPNREIT or greater .

The value of the core assets specified under this Clause shall include the total acquisition value of the total assets of each project available for generating income, as well as the value of any related assets .

2.3 In seeking an approval from the Trustee or the unitholders, the REIT Manager and the Trustee have duties as follows :

2.3.1 The REIT Manager has the duty to prepare the documents for seeking an approval or meeting notice, as the case may be, and to give an opinion on descriptions of transactions under

Attachment 3 Page 11 Clause 2 .1 together with a clear rationale and supporting information;

2.3.2 The Trustee has the duty to attend the unitholders’ meeting and give an opinion on the descriptions of transactions as to whether or not the proposed transactions comply with the Trust Deed and relevant laws .

Investment 1. CPNREIT may invest in other assets in accordance with the following Policy in Other criteria : Assets 1.1 The types of other assets to be invested in by CPNREIT shall comply with Clause 2 and Clause 3 below;

1.2 The investment ratio in other assets shall comply with the criteria prescribed in the relevant notification on the ratio of investment in assets in general mutual funds issued under the Securities Act, mutatis mutandis ;

1.3 In the case where the debtor under the instrument invested in by CPNREIT is in default of debt repayment or there are circumstances whereby the debtor will not be able to repay the debt, the REIT Manager shall comply with the same criteria prescribed for general mutual funds issued under the Securities Act, mutatis mutandis ;

2. The types of other assets to be invested in by CPNREIT :

2.1 Government bonds;

2.2 Treasury bills;

2.3 Bonds or debentures issued by a state enterprise or a juristic person established under specific laws whereby the principal and interest are fully and unconditionally guaranteed by the Ministry of Finance;

2.4 Cash deposits in a bank or a secondary mortgage corporation;

2.5 Certificates of deposit issued by a bank or a finance company without the characteristics of structured notes;

2.6 Bills of exchange or promissory notes which are issued or certified, or an aval granted or guaranteed by a bank, a finance company or a credit foncier company without the characteristics of structured notes . The certification, granting of an aval, or provision of a guarantee, as the case may be, under this Clause must constitute a certification for an indefinite term, an aval for the entire amount, or an unconditional guarantee of the principal and

Attachment 3 Page 12 interest in full .

2.7 Investment units or warrants to purchase investment units of a fixed income fund or other mutual funds with a policy to invest in debt instruments or cash deposits . In the case of investment units of a foreign investment fund, the investment units must satisfy the following conditions :

2.7.1 Being investment units of a foreign investment fund under the supervision of the regulatory authority on the securities and exchange which is an ordinary member of the International Organization of Securities Commissions (IOSCO ), or being investment units of a foreign investment fund which are traded on the exchanges which are the members of the World Federation of Exchanges (WFE );

2.7.2 That foreign investment fund has a policy to invest in the same types and kinds of assets in which CPNREIT may invest or hold; and

2.7.3 That foreign investment fund is established for general investors .

2.8 Investment units of a property fund or units of other REITs which are established under Thai law only .

2.9 Instruments of a REIT established under foreign law, whether in the form of a company, a REIT or any other form, provided that the REIT must have the following features :

2.9.1 That the REIT is established for general investors and under the supervision of a regulatory agency supervising securities and securities exchanges which are ordinary members of the International Organization of Securities Commissions (IOSCO );

2.9.2 That the REIT has the main objective to invest in immovable properties, ordinary shares of companies listed in the immovable properties sector in the exchanges which are members of the World Federation of Exchanges (WFE ), or in ordinary shares of companies engaged in a business similar to those in the immovable properties sector;

2.9.3 The instruments are traded on the exchanges which are members of the World Federation of Exchanges (WFE ), or the instruments, otherwise being redeemable with it;

2.10 Derivatives only for hedging purposes of CPNREIT;

2.11 Other assets, securities, or instruments prescribed and notified by

Attachment 3 Page 13 the SEC Office, the SEC, or the Capital Market Supervisory Board .

3. Investment in shares of juristic persons who are the lessees and /or sub - lessees of the core assets of CPNREIT .

CPNREIT may invest in shares of the juristic persons who are the lessees and /or sub -lessees of the core assets of CPNREIT when the following conditions are satisfied :

3.1 The lease agreement provides that the rental fee is based on the operating results of the core assets of CPNREIT; and

3.2 It is an investment in no more than one golden share in the interests of granting approvals on certain operations of the juristic person as prescribed in its articles of association.

Benefit 1. CPNREIT may procure benefits from the core assets by means of Procurement of leasing out, sub -leasing out, granting the use of, or providing services in CPNREIT a similar nature of leasing out of immovable properties, as well as providing related services . CPNREIT is prohibited from undertaking any act which constitutes the use of CPNREIT to operate any other business that CPNREIT itself is unable to undertake directly such as a hotel business or a hospital business, etc .

2. CPNREIT may lease out and /or sublease out any immovable property to any person who will use such immovable property in a business operation that CPNREIT itself is unable to undertake, such as a hotel business or a hospital business, etc ., provided that a large portion of the rental fee must be fixed in advance, and if there is any portion of the rental fee is based on the operating results of the lessees and /or the sub - lessees, the maximum rental fee based in the operating results shall not be greater than 50 percent of the rental fee fixed in advance .

3. CPNREIT shall not lease out and /or sublease out any immovable property to any person, and there is reasonable suspicion that person shall use that immovable property in any business operation which is against good morals or is unlawful . There must be a provision that enables CPNREIT to terminate the lease and /or sublease agreement should the lessee and /or the sub -lessee use such immovable property for such business .

4. The REIT Manager has a duty to keep the core assets in a serviceable condition for generating income, as well as to procure sufficient insurance coverage throughout the term CPNREIT invests in the core assets . The insurance must at least provide coverage against loss to the immovable property and third party liabilities against damage arising out of the immovable property or undertaking any act in the immovable

Attachment 3 Page 14 property .

5. The management of CPNREIT shall be undertaken by the Trustee and the REIT Manager delegated by the Trustee, who is appointed by the Trust Deed . The scope of authorities, duties, and responsibilities of the Trustee and the REIT Manager is described in the Trust Deed . In this regard, the REIT Manager has major authorities, duties, and responsibilities for managing CPNREIT and investing in core assets of CPNREIT . Meanwhile, the Trustee has major authorities, duties, and responsibilities of supervising the performance of the REIT Manager and other delegated person (s) ( if any ) to ensure that their performance is in compliance with the Trust Deed and the securities law, and safeguarding the assets of CPNREIT . Additionally, any management of investment in non -core assets shall be conducted by the Trustee, the REIT Manager, or any person (s) delegated by the Trustee or the REIT Manager as specified in the Trust Deed or any relevant agreements . If the Trustee is desirous to amend any terms and conditions in an agreement relating to managing interests from the core assets and /or non -core assets, the Trustee will be able to do so after it has mutually agreed with the REIT Manager first . If no mutual agreement is reached, the parties reserve the right to convene a meeting of the unitholders to resolve the issue . The REIT Manager shall convene the unitholders’ meeting in accordance with the procedure for convening meetings and obtaining resolutions specified in the Trust Deed .

Loan Obtaining 1. CPNREIT may obtain loans or create encumbrance on the condition that and Creating of such loan or encumbrance must be for the management of CPNREIT Encumbrance on and the assets of CPNREIT, which include the following objectives : CPNREIT’s Assets of 1.1 To invest in immovable properties or leasehold rights of immovable properties;

1.2 To invest in additional immovable properties or leasehold rights of immovable properties;

1.3 To invest in other assets to be prescribed and notified by the SEC Office, the SEC and /or the Capital Market Supervisory Board as the core assets;

1.4 To undertake the management of the assets of CPNREIT;

1.5 To make improvement or repair of the immovable properties of CPNREIT, or the immovable properties in which CPNREIT has the leasehold rights or possession to ensure that they are in a good and serviceable condition for generating income, as well as to improve the image of the immovable properties;

1.6 To make improvement, repair, or replacement of moveable

Attachment 3 Page 15 properties or equipment related to the immovable properties of CPNREIT, or the immovable properties in which CPNREIT has the leasehold rights or possession to ensure that they are in a good and serviceable condition for generating income;

1.7 To make addition to, or cause additional construction on the buildings located on the existing land which are invested in by CPNREIT, or the buildings to which CPNREIT has the leasehold rights or possession for benefit procurement of CPNREIT;

1.8 To use as working capital of CPNREIT;

1.9 To make repayment of the loans or encumbrances of CPNREIT;

1.10 To restructure loans for repayment of existing loans or encumbrances (Refinance );

1.11 To restructure the capital of CPNREIT;

1.12 To provent currency exchange risks and /or interest rate risks due to obtaining loans or issuing debt instruments;

1.13 Any other objectives the REIT Manager deems appropriate for the management of CPNREIT .

In obtaining loans, the REIT Manager will take into consideration the interests of CPNREIT and the unitholders . If CPNREIT invests in the leasehold rights and /or sub -leasehold rights of immovable properties or movable properties, or the obtaining of loans for the objectives specified in Clause 1 .5, Clause 1 .6 or Clause 1 .7 above, the REIT Manager must consider the remaining lease term under the relevant lease agreement .

2. CPNREIT may obtain loans or create encumbrance over the assets of CPNREIT as follows :

2.1 Obtaining loans, applying for credit facilities, overdrafts from juristic persons, financial institutions in the country and /or aboard, as well as insurance companies established under the laws relating to insurance . CPNREIT may consider placing security against repayment of such loans . In addition, CPNREIT may enter into forward contracts or trade derivative products to prevent risks against CPNREIT regarding exchange rates and /or the interest rates incurred from obtaining loans, whether in whole or in part, such as cross currency swap or interest rate swap, etc .

2.2 CPNREIT may obtain loans or create any encumbrance over the assets of CPNREIT, by any one or more methods at any given time, including issuing instruments or entering into any form of contract of which the true essence or subject matter constitutes

Attachment 3 Page 16 obtaining loans as follows :

2.2.1 Obtaining loans, applying for credit facilities, overdrafts from juristic persons, financial institutions in the country and /or abroad, as well as insurance companies established under the laws relating to insurance . CPNREIT may consider placing security against repayment of such loans . In addition, CPNREIT may enter into forward contracts or trade derivative products to prevent risks against CPNREIT regarding exchange rates and /or the interest rates incurred from obtaining loans, whether in whole or in part, such as cross currency swap or interest rate swap, etc .; or

2.2.2 Issuing instruments, debt instruments, whether long term or short term, for offering to individual investors and institutional investors under the relevant notifications of the SEC or the SEC Office, and CPNREIT may consider placing security against issuing such instruments .

The REIT Manager will take into consideration the necessity and suitability in obtaining loans, changing or creating encumbrances over the assets of CPNREIT in the interests of CPNREIT and the unitholders in compliance with the criteria and procedures prescribed in the Trust Deed and the relevant law without obtaining approval from a unitholders’ meeting as long as it is not in conflict with the law and the Trust Deed . However, if CPNREIT places the core assets of CPNREIT as security against repayment of the loans, as well as increasing the guaranteed amount in favor of the existing lender in accordance with the procedure in this Clause 9.2, the REIT Manager shall comply with other relevant laws.

In entering into a contract to obtain a loan, change or create encumbrance over the assets of CPNREIT, the Trustee shall sign to bind CPNREIT or may authorize the REIT Manager to sign to bind CPNREIT . If the Trustee is desirous to amend any terms and conditions with respect to the loan or encumbrance over the assets of CPNREIT, the Trustee shall be able to do so after it has mutually agreed this with the REIT Manager . If no mutual agreement is reached, the parties reserve the right to convene a unitholders’ meeting to resolve the issue . The REIT Manager shall convene the unitholders’ meeting in accordance with the procedure for convening meetings and obtaining resolutions specified in the Trust Deed .

3. CPNREIT may not obtain loans in the following cases :

3.1 The terms and conditions are similar to those of perpetual bonds;

3.2 The terms and conditions of the loan grant the right to convert into

Attachment 3 Page 17 shares;

3.3 The terms and conditions are described as structured notes with the exception of the following :

3.3.1 The bond allows the debtor to make debt repayment before the date of maturity (callable ), or allows CPNREIT to demand the debtor to make debt repayment before the date of maturity (puttable );

3.3.2 The interest rate or rate of return are either fixed or variable based on the interest rates of financial institutions or other interest rates .;

3.3.3 No provision on paying additional interest or giving additional returns based on other underlying factors .

3.4 The terms and conditions are described as securitization .

4. In the case of borrowing by CPNREIT, the indebtedness amount shall not exceed any of the following proportions, with the exception where the indebtedness amount which is greater than the specified proportion is not due to additional borrowing :

4.1 35 percent of the total asset value of CPNREIT;

4.2 60 percent of the total asset value of CPNREIT if the most recent credit rating of CPNREIT is deemed to be at the investment grade rated by a credit rating agency approved by the SEC Office within a period of 1 year before the date of the borrowing .

The borrowing of CPNREIT shall include any issuance of instruments or entering into contracts in any form with the true intention or essence of a borrowing transaction .

5. An encumbrance of CPNREIT shall be created only when it is necessary and related to the management of the assets of CPNREIT as follows :

5.1 An encumbrance created in connection with entering into material agreements to which CPNREIT is allowed to enter in accordance with the provisions of Notification No . TorJor . 49 /2555 and other relevant laws, such as placing the assets of CPNREIT as security against debt repayment under the Trust Deed .

5.2 An encumbrance created within the normal commercial customs or in the ordinary course of business .

Distribution of 1. The REIT Manager shall make at least 2 distributions of returns to the Returns to unitholders at the rate of 90 percent of the adjusted net income of the

Attachment 3 Page 18 Unitholders fiscal year within 90 days from the end of the fiscal year or the relevant accounting period, as the case may be .

The adjusted net income under this Clause shall mean the income adjusted by the following Clauses:

(1) Unrealized gain from the valuation or review of the value of the assets of CPNREIT, as well as other Clauses in accordance with the guidelines of the SEC Office to be consistent with the cash flow status of CPNREIT;

(2) Reserve for repayment of the loans or encumbrance of CPNREIT specified in the registration statement and prospectus or the annual report, as the case may be .

2. If CPNREIT has accumulated income in any accounting period, the REIT Manager may make distribution of returns to the unitholders from the accumulated income .

3. If the REIT Manager is unable to make any distribution of returns in any period, the REIT Manager shall inform the unitholders via the information system of the SET .

4. If CPNREIT has suffered losses, the REIT Manager shall not make any distribution of returns to the unitholders .

5. In making distribution of returns, if the returns per unit to be distributed during any fiscal year or accounting period is equivalent to or less than THB 0 .10, the REIT Manager reserves the right not to make distribution of returns in such period . The returns shall be distributed together with the next distribution in accordance with the specified procedure .

6. The REIT Manager shall comply with the criteria on the distribution of returns, unless otherwise amended, added to, notified, instructed, approved and /or waived by the SEC, the SEC Office, and /or other competent authorities, in which case the REIT Manager shall comply accordingly .

7. The REIT Manager shall make distribution of returns to the unitholders in accordance with the unitholding proportion of each unitholder . The REIT Manager reserves the right to make distribution of returns to the unitholders whose unitholding proportion exceeds the limit specified in the Notification No . TorJor . 49 /2555 only for the portion exceeding the limit or not complying with the criteria . Any returns not distributed to the unitholders shall be distributed to other unitholders in accordance with the relevant unitholding proportion .

8. The REIT Manager shall notify the declaration of returns, the book closing date, and the rate of returns by notifying the unitholders whose

Attachment 3 Page 19 names are recorded in the unitholder register as at the book closing date via the information system of the SET and notifying the Trustee in writing .

9. The REIT Manager shall make distribution of returns by means of fund transfer into the accounts of the unitholders or crossed cheque made payable to the unitholders in accordance with the names and addresses in the unitholders register .

10. If a unitholder fails to exercise the right to any return within the period of prescription of claims under the Civil and Commercial Code, the REIT Manager shall not use such returns for any purpose other than that of CPNREIT .

Restrictions of 1. The allocation of the trust units to any person, groups of same persons, Rights to Receive the Settlor, the Trustee, the REIT Manager, or foreign investors must Distributions of comply with the ratio or criteria prescribed in Notification No . TorJor . Returns, 49 /2555 or other relevant notifications . Management of Returns, and 2. If CPNREIT invests in immovable properties in Thailand which are Voting Rights of subject to the restriction on the investment proportion by foreigners by Unitholders the relevant laws, rules, or requirements, the REIT Manager shall allocate the trust units in compliance with those laws, rules, or requirements . If CPNREIT invests in several immovable property projects which are subject to different restrictions on the investment proportion by foreigners, the REIT Manager shall allocate the trust units at the minimum limit prescribed by those relevant law, rules, or requirements .

3. If the unitholding proportion by a unitholder exceeds the limits referred to in Clause 1 or Clause 2, the REIT Manager shall notify, without delay, the unitholder of the restriction on the voting and the distribution of returns specified in the Trust Deed, and shall report the same to the SEC Office within 5 business days from the date on which the REIT Manager is aware of or should be aware of such event .

4. A unitholder or group of same persons, whose unitholding exceeds the limits in Clause 1 or Clause 2, shall be subject to the restriction on the distribution of returns, that is, the unitholder or group of same persons shall not be entitled to the distribution of returns from the exceeding portion of the trust units or the portion that does not comply with the criteria . Any returns not distributed to the unitholder shall be distributed to other unitholders in accordance with their relevant unitholding proportion .

5. The following unitholders shall be subject to the restrictions on voting :

5.1 The unitholders whose unitholding proportion exceeds the limit or does not comply with the criteria in Clause 1 or Clause 2 . The

Attachment 3 Page 20 restriction shall apply only to the exceeding portion of the trust units or the portion that does not comply with the criteria in Clause 1 or Clause 2

5.2 The unitholders who have special interests in the matters on which resolution is sought .

Rights, Duties, 1. The Trustee shall be fully qualified, possess no prohibited and characteristics, and shall have been granted approval to engage in the Responsibilities of business of acting as a trustee by the SEC Office . In performance of the Trustee duties as the Trustee of CPNREIT, if the facts subsequently surface that the Trustee lacks independence in accordance with the securities law and other relevant laws, the Trustee shall inform the SEC Office thereof, with evidence of reasonable and reliable measures demonstrating that the Trustee would be able to perform its duties independently within 15 days from the date on which those facts surface, and take acts in accordance with those measures unless as otherwise instructed by the SEC Office .

2. The Trustee shall perform its duties with prudence and integrity in the best interest of the REIT unitholders as a whole, and in compliance with the Trust Deed, all relevant laws, and the additional obligations in documents disclosed to the investors (if any ). There shall be no provision exempting the Trustee from liability arising from the failure to perform such duties .

3. The Trustee has a duty to monitor and oversee that the REIT Manager or any other delegated person (if any ) comply with the Trust Deed and other relevant agreements .

4. The Trustee shall attend every unitholders’ meeting, and provide opinions on whether the matters, for which a resolution of approval is sought, are in compliance with the Trust Deed and the relevant laws . If there is a request for a resolution of the unitholders’ meeting with respect to any proposed action, the Trustee shall respond to questions and provide opinions on such action, particularly whether or not it complies with the Trust Deed or the relevant laws, or to make an objection and inform the unitholders that such action is impracticable If the proposed action would be in conflict with the Trust Deed or the relevant laws .

5. The Trustee has a duty to enforce debt repayment or oversee the enforcement of debt repayment to ensure compliance with the agreements between CPNREIT and third persons .

6. The Trustee has a duty to take over the management of CPNREIT in the absence of a REIT Manager or in the event rendering the REIT Manager being unable to perform its duties, subject to the criteria prescribed in

Attachment 3 Page 21 Notification KorRor . 14 /2555 and other relevant laws .

7. The Trustee shall have other rights, duties, and responsibilities as prescribed in Notification KorRor . 14 /2555 and other relevant laws .

8. The Trustee is charged with the management and seeking of benefits from assets other than the core assets of CPNREIT, and undertaking any other necessary act in order to ensure that the management of the non - core assets of CPNREIT is in compliance with the Trust Deed and the relevant laws . The Trustee may also delegate to the REIT Manager the management of the investment in the non -core assets in its place .

9. The Trustee has a duty to amend the Trust Deed as instructed by the SEC Office .

10 . The Trustee shall be prohibited from setting off the obligations arising beyond the performance of the trusteeship duties owed by the Trustee to a third person against the obligations arising from the management of CPNREIT owed to the Trustee by the third person . Any set -off of obligations in conflict with this provision shall be void .

11 . In entering into a juristic act or a transaction with a third person, the Trustee shall notify the third person in writing that it acts in the capacity of a trustee and expressly specify as such in the documentation evidencing that juristic act or transaction .

12 . The Trustee shall prepare the accounts of the assets of CPNRREIT separately from any other accounts under its responsibility . If the Trustee manages several REITs, the Trustee shall prepare the accounts of the assets of each REIT separately . In doing so, the Trustee shall keep such accounts correct and up -to -date . In managing CPNREIT, the Trustee shall separate the assets of CPNREIT from the assets which it holds in its own capacity and any other assets in its possession . If the Trustee manages several REITs, the Trustee shall separate the assets of one REIT from one another .

13 . If the Trustee fails to perform its duty under Clause 12, which causes the assets of CPNREIT to be commingled with the assets held in its own capacity to the extent that it is unable to distinguish CPNREIT’s assets from that which the Trustee holds in its own capacity, it shall be presumed that :

13 .1 The commingled assets are assets of CPNREIT;

13 .2 The damage and liability arising from the management of the commingled assets shall be borne by the Trustee in its own

Attachment 3 Page 22 capacity; and

13 .3 The benefits resulting from the management of the commingled assets belong to CPNREIT .

The commingled assets as mentioned above shall include commingled assets that are transformed into a different form or state .

14 . If the Trustee fails to perform its duty under Clause 12, which causes the assets of several REITs to be commingled to the extent that it is unable to distinguish to which REIT the assets belong, it shall be presumed that the commingled assets, including those that are transformed into a different form or state, and any benefits or obligations arising from the management thereof shall belong to each REIT proportionate to the amount each REIT contributed to the commingled assets .

15 . The management of CPNREIT is the Trustee’s personal duty . The Trustee shall not delegate its duty to other persons except for in the following cases :

15 .1 It is otherwise specified in the Trust Deed;

15 .2 The transaction is not personal in nature and does not require the professional capability of a trustee;

15 .3 The transaction that a reasonable and prudent owner of the assets of the same characteristics as those of CPNREIT, who manages such assets with similar objectives as those of CPNREIT, may delegate a third person to manage such assets;

15 .4 The safekeeping of assets, preparation of the unitholders register book, or provision of support operations services may be delegated to an affiliate company of the Trustee or a third person;

15 .5 Any other cases being under the responsibility of and action by the REIT Manager in accordance with the Trust Deed or the criteria prescribed in Notification TorJor . 49/2555, KorRor . 14 /2555, and SorShor . 29 /2555 . This shall include the cases where the SEC prescribes and notifies provisions requiring that the management of specific matters be assigned to third persons or any other requirements in this respect . If the Trustee acts in violation of the above, any act taken shall bind the Trustee personally and shall not bind CPNREIT .

16 . If the Trustee lawfully delegates the management of CPNREIT to a third person in accordance with Clause 15, the Trustee shall exercise prudence and care in selecting such person as well as adequately and

Attachment 3 Page 23 thoroughly supervise and review the delegated management in a careful manner . The Trustee shall establish operational measures in relation to work delegation in compliance with the criteria prescribed in the SEC Notification No . KorKhor . 1/2553 re : Work System, Contact with Investors and General Business Operation of Trustees as follows :

16 .1 Selection of appropriate persons for delegation of duties which takes into account the readiness of the work system and of the delegated persons, as well as any possible conflict of interest between the delegated persons and CPNREIT;

16 .2 Control and evaluation of the performance of the delegated persons; and

16 .3 Actions to be taken by the Trustee in the event that the delegated persons are no longer appropriate for further delegation of duties .

The SEC may prescribe and notify the details of the actions to be taken by the Trustee in such an event .

17 . In the case of the change of the Trustee, if the new trustee finds that the previous management of CPNREIT was not in compliance with the Trust Deed or the Trust Act, and caused damage to CPNREIT, the new trustee shall claim damages from the liable Trustee and recover the assets from the third persons, regardless whether such assets had been directly acquired by the former Trustee and regardless whether the assets had been transformed into a different form or state . The latter shall not apply if the third persons had acquired those assets in good faith, in exchange for payment of consideration, and did not know or there were no reasonable grounds that the third persons should have known that those assets had been acquired as a result of unlawful management .

18 . In managing CPNREIT and delegating third persons to manage CPNREIT in accordance with Clause 15, if there are expenses or if the Trustee is required to make payments to or surrender other assets to third persons out of the monies or assets held in its own capacity due to necessity and appropriateness, the Trustee shall be entitled to obtain reimbursement from CPNREIT, unless the Trust Deed specifies that such payment of funds or other assets shall be borne by the Trustee .

The right to obtain reimbursement for the monies or assets under the paragraph above shall have priority over the claim of a beneficiary and the claim of a third person with property or other rights over CPNREIT, and may be immediately exercised and at any time prior to the dissolution of CPNREIT . If it is necessary to change the form or state of the assets of CPNREIT in order to obtain monies or assets for reimbursing the Trustee, the Trustee shall be entitled to do so, provided

Attachment 3 Page 24 such act is taken in good faith .

In the interests of protecting the assets of CPNREIT, the SEC shall be authorized to prescribe and notify criteria, conditions, and methods for compliance by the Trustee in relation to the payment of monies or surrender of other assets held in its own capacity to a third person in accordance with the first paragraph or the exercise of rights of the Trustee under the second paragraph .

19 . The Trustee shall be prohibited from exercising the right under Clause 18 unless it has performed all of its obligations in favor of CPNREIT, except if those obligations can be set off in accordance with the Civil and Commercial Code .

20 . If the Trustee fails to manage CPNREIT in compliance with the Trust Deed or the Trust Act, the Trustee shall be liable for the damage sustained by CPNREIT . However, the Trustee may, in the case of necessity and where there are reasonable grounds in the interests of CPNREIT, apply for the approval of the SEC Office prior to undertaking any action in the management of CPNREIT in a manner that is inconsistent with the provisions under the Trust Deed . The Trustee shall not be liable if it managed CPNREIT in accordance with the approval of the SEC Office in good faith and in the best interests of CPNREIT .

21 . The Trustee shall ensure that the material details of the Trust Deed are in compliance with the relevant laws . If the Trust Deed is amended, the Trustee shall act in accordance with the following criteria :

21 .1 To ensure that any amendment to the Trust Deed complies with the procedures and conditions prescribed in the Trust Deed and the criteria prescribed in the relevant laws;

21 .2 If an amendment to the Trust Deed does not comply with Clause 21 .1, the Trustee shall proceed in accordance with its scope of authorities and duties as specified in the Trust Deed and the Trust Act in order to safeguard the rights and benefits of the unitholders as a whole; and

21 .3 In the case of any subsequent amendment to the criteria relating to the offering for sale of the trust units or management of REIT promulgated under the Securities Act and the Trust Act, and the existing provisions of the Trust Deed are not in compliance therewith, the Trustee shall amend the Trust Deed to be in line with the amended criteria by following the procedures specified in the Trust Deed or as in accordance with the orders of the SEC Office .

Attachment 3 Page 25 22 . The Trustee shall monitor, supervise, and review the performance of duties by the REIT Manager or any other delegated person (if any ) to ensure compliance with the Trust Deed and the relevant laws . In particular, the aforementioned duties shall also include the following :

22 .1 Ensuring that the management of CPNREIT by the REIT Manager has obtained the approval of the SEC Office for the entire period of existence of CPNREIT, with the exception of the event set out in Clause 24;

22 .2 Monitoring, supervising, and undertaking actions as necessary to ensure that the delegated person is fully qualified and complies with the criteria prescribed in the Trust Deed and the relevant laws, including dismissing the then current delegated person and appointing another person to replace such person;

22 .3 Overseeing the investment of CPNREIT complies with the Trust Deed and the relevant laws;

22 .4 Overseeing the complete information of CPNREIT is accurate disclosed as prescribed in the Trust Deed and the relevant laws; and

22 .5 Giving opinions relating to undertaking actions or entering into transactions for CPNREIT by the REIT Manager and other delegated persons (if any ) in support of the request for a resolution at a unitholders’ meeting or disclosing information about CPNREIT to the investors or at the request of the SEC Office .

23 . If the REIT Manager acts or omits an act causing damage to CPNREIT, or fails to perform its duties in accordance with the Trust Deed or the relevant laws, the Trustee shall report the matter to the SEC Office within 5 business days from the date on which the Trustee becomes aware of or should have been aware of such fact . In such a case, the Trustee shall rectify, prevent, or mitigate such damage to CPNREIT as it deems appropriate .

24 . If the REIT Manager is unable to perform its duties, the Trustee shall take over the management of CPNREIT as necessary in order to protect against, prevent, or limit serious damage to CPNREIT or the unitholders as a whole, and shall proceed in accordance with the scope of authorities and duties specified in the Trust Deed and the Trust Act in appointing a new REIT manager . In taking over the management of the REIT Manager as mentioned above, the Trustee may appoint another person to engage in the interim management of CPNREIT in its place, provided that such delegated person complies with the scope, criteria, and conditions specified in the Trust Deed .

Attachment 3 Page 26 25 . If the Trustee is also a unitholder of CPNREIT, the Trustee shall, in casting votes or taking any act as a unitholder, take into account the best interests of the unitholders as a whole by adhering to the principles of good faith and due care, including the avoidance of any conflict with impact on the performance of its duties as the Trustee of CPNREIT .

26 . The Trustee shall prepare the unitholders register and may also assign a securities registrar to prepare such register on its behalf . The preparation of the unitholder register shall contain at least the following particulars :

26 .1 General information comprising :

26 .1.1 Names of the REIT Manager and Trustee;

26 .1.2 Number of trust units, par value, paid -up capital, and date of issuance of the trust units;

26 .1.3 Restrictions on transfer (if any ).

26 .2 Information of the unitholders :

26 .2.1 Name, nationality, and address of the unitholders;

26 .2.2 Serial number of trust units (if any ) and number of trust units held (if any );

26 .2.3 Date of registration or cease to be the unitholders;

26 .2.4 Date of cancellation of trust unit certificates and issuance of replacement certificates (if any );

26 .2.5 Application numbers of the requests to amend or record particulars of the registration (if any );

26 .2.6 Pledge /release of the attachment of the trust units /release of mortgage (if any ).

27 . The Trustee shall provide evidence representing the rights in the trust units for delivery to the unitholders, which shall convey at least the following information, unless where such evidence is prepared in accordance with the securities depository system, in which case the particulars of the said evidence shall be as determined by the securities depository center .

27 .1 Necessary and sufficient information for use by the unitholders as evidence in claiming their rights against the Trustee, the REIT

Attachment 3 Page 27 Manager, and third persons;

27 .2 Contact information of persons related to the management of CPNREIT, such as the Trustee, the REIT Manager, and the securities registrar;

27 .3 Information showing that unitholders are unable to sell trust units back to CPNREIT or redeem the trust units, and if there are other restrictions on the rights of unitholders, such restrictions shall be clearly specified .

28 . Subject to the provision under Clause 27, if unitholders request the Trustee or the securities registrar to issue evidence representing their rights in the trust units in order to replace the ones which have been lost, faded, or materially damaged, the Trustee shall issue such evidence or ensure that the same is issued to the unitholders within a reasonable time period .

The REIT 1. The REIT Manager shall be fully qualified, possess no prohibited Manager and its characteristics, and shall have been granted approval from the SEC Duties Office to act as a REIT manager in accordance with Notification SorChor . 29 /2555 .

2. The REIT Manager shall have the duties as delegated by the Trustee in the management of CPNREIT, particularly in respect of the business operations of CPNREIT, which shall include : investments; borrowing; any change or creation of encumbrances over the assets of CPNREIT; entering into of agreements; and undertaking of various acts for CPNREIT, including preparation and disclosure of information of CPNREIT and delivery thereof to the Trustee . The latter shall be inclusive of the information as prescribed in Section 56 and Section 57 of the Securities Act . All of the above shall be subject to the scope, criteria, and conditions provided in the REIT Manager Appointment Agreement .

3. The REIT Manager may assign a third person to perform work under its responsibilities on its behalf, provided that the REIT Manager specifies the scope of authorities and duties of the delegated person (s) in the relevant agreements . The REIT Manager shall exercise prudence and care in selecting the delegated person (s), and shall also supervise and review the performance of duties by the delegated person (s). Such delegation shall not be in materially contradictory to or in conflict with the laws governing securities and exchange or other relevant laws .

4. The REIT Manager shall be able to disburse expenses from CPNREIT’s assets provided such disbursement is made from CPNREIT’s daily operating account under the limit approved by the Trustee . The REIT

Attachment 3 Page 28 Manager shall prepare and submit reports on the disbursements to the Trustee for verification and disbursement within 5 business days from the date on which the REIT Manager submits the report to the Trustee .

5. If the REIT Manager holds trust units, the REIT Manager shall exercise its right to vote by taking into account the best interests of the unitholders as a whole in the event of a request for a resolution at a unitholders’ meeting .

6. In engaging in the business of managing CPNREIT, the REIT Manager shall adhere to the following principles of business conduct :

6.1 To perform duties by applying knowledge and skills as may reasonably be expected as a professional, and with diligence, care, and honesty . The REIT Manager shall treat all unitholders equitably and shall act in the best interests of the unitholders as a whole . It shall also comply with the laws, the Trust Deed, the objectives for establishing CPNREIT, and the resolutions of the unitholders;

6.2 To continuously maintain sufficient fund capital for operating the business and for bearing any potential liability arising from the performance of duties as the REIT Manager;

6.3 To disclose, give opinions on, or provide sufficient information being important for and relevant to the decision -making of the unitholders on investments . Such information shall be conveyed clearly and shall not be distorted or misleading;

6.4 Not to inappropriately use the information acquired in the course of the performance of its duties as the REIT Manager for its personal gain or in a manner that damages or affects the overall benefits of CPNREIT;

6.5 To exercise with due care in the performance of work in order to avoid conflicts of interest . In the event of a conflict of interest, the REIT Manager shall ensure that the investors receive equitable and appropriate treatment;

6.6 To comply with the provisions in the Securities Act, the Trust Act, and other relevant laws relating to the operation of CPNREIT, as well as adhere to the code of ethics and standards for professional conduct determined by the associations related to the securities business or by organizations in connection with the securities business recognized by the SEC Office, mutatis mutandis . In addition, the REIT Manager shall not encourage, instruct, or collaborate with any other person in violating any such laws or

Attachment 3 Page 29 requirements .

6.7 To give its cooperation to the Trustee or the SEC Office in their performance of duties, including disclosing information which may materially affect the management of CPNREIT or other information that should be notified to them .

7. In entering into a transaction concerning immovable properties for CPNREIT, the REIT Manager shall comply with the following criteria :

7.1 To ensure that the disposal of the immovable properties of CPNREIT or the entering into of agreements in connection with immovable properties for CPNREIT are correct, valid and legally enforceable;

7.2 To ensure that the investment in the immovable properties of CPNREIT is reasonable, whereby the following steps must be taken at a minimum :

7.2.1 Conducting an assessment of its readiness in managing the investment in the immovable properties prior to accepting to act as the REIT Manager or before making additional investment in such immovable properties for CPNREIT, as the case may be; and

7.2.2 Conducting a feasibility study and due diligence on the immovable properties, including an assessment of various risks that may arise from the investment, along with arranging risk management guidelines . In this regard, such risks shall include risks associated with the development or construction of immovable property (if any ), e .g. potential risks arising from delays in the construction and the inability to generate benefits from the immovable property .

8. The REIT Manager shall convene unitholders’ meetings in accordance with the Trust Deed .

9. If an advisor is appointed to give advice or recommendations on investment and management of the immovable property, the REIT Manager shall appoint an advisor who has no interests in the matters relating to its performance of duties as an advisor. If it is evident that the advisor has conflicts of interest in such matters, the REIT Manger shall comply with the following criteria :

9.1 The advisor shall report the conflicts of interest in the matter being considered to the REIT Manager;

9.2 The advisor who has conflicts of interest in the matter being

Attachment 3 Page 30 considered, whether directly or indirectly, shall be prohibited from participating in the consideration of such issue .

10 . The REIT Manager shall prepare the following financial information and operational results of CPNREIT in compliance with the criteria prescribed in Notification No . TorJor . 51 /2555 and other relevant laws and submit the same to the SEC Office or the relevant agencies within the prescribed time period :

10 .1 Registration statement of CPNREIT (Form 56 -REIT );

10 .2 Financial statements of CPNREIT, which shall be in compliance with the accounting standards as prescribed by the law governing the accounting profession;

10 .3 Annual report, which shall at least contain the particulars specified in Notification TorJor . 51 /2555;

10 .4 Information on CPNREIT, such as the following : net asset value of CPNREIT; value of the trust units; and report on the acquisition or disposal of immovable properties or leasehold or sub -leasehold of immovable properties . If CPNREIT acquires a project under construction (greenfield project ), the REIT Manager shall prepare and submit a progress report on the construction of such project . The REIT Manager shall also report the par value of the trust units following the capital decrease .

11 . If the SEC, the SEC Office, and /or any other competent organization in compliance with the law make any amendments or additions to the notifications, requirements, and instructions, or approvals and /or grants relaxations otherwise, the REIT Manager shall ensure that all of the above is in compliance with such amendment or addition .

Registrar for The registrar for trust units means the Trustee or a person delegated by the Trust Units Trustee to act as a registrar for trust units . The registrar must be licensed to provide the services as a securities registrar by the SEC, and approved by the SET to act as a registrar for trust units on another person’s behalf . The registrar shall have the various duties as prescribed by securities law and other relevant criteria as follows :

1. Issuance of trust unit certificates or evidence representing the rights in the trust units : The Trustee shall ensure that the registrar prepares trust unit certificates or evidence representing the rights in the trust units for the unitholders for use in claiming their rights against the Trustee, the REIT Manager, and third persons . If a unitholder requests the Registrar to issue a new trust unit certificate or evidence representing the rights in the trust units in order to replace the one which had been lost or defaced

Attachment 3 Page 31 or materially damaged, the registrar shall issue or ensure the issuance of a new trust unit certificate or evidence representing the rights in the trust units to the unitholder within a reasonable time period . The registrar may charge actual expenses incurred (if any ) from the unitholder in connection with the action undertaken at the unitholder’s request .

2. Preparation of unitholder register : The Trustee may delegate the registrar to prepare the unitholders register in accordance with the scope specified in the Notification KorRor . 14 /2555 and other relevant notifications .

3. Transfer of trust units : The unitholder who is desirous of transferring trust units must inform the registrar of his /her /its intention by completing the details in the request form for transferring trust units signed by the transferor and transferee . The requesting unitholder shall also submit the supporting documents for the transfer of trust units as required by the registrar . A transfer of trust units shall be effective and certified upon the registrar having duly recorded the name of the transferee in the unitholder register . The transferor shall pay the transfer fees (if any ) as determined by the registrar . In the case of a scripless trust unit transfer, the unitholder shall comply with the criteria specified by the registrar and /or the SET and /or the TSD . In this regard, the transferor shall pay the transfer fees (if any ) as determined by the registrar and /or the SET and /or the TSD .

If the transfer of trust units results in a unitholder breaching the unitholding limit, the registrar has the right to deny recording the name of that unitholder in the unitholders register due to such breach of the unitholding limit .

Fees and The collection of fees, other payments, or expenses from CPNREIT or the expenses unitholders shall be as specified in the Trust Deed. Such fees and expenses are exclusive of value added tax, specific business tax, or any other tax of a similar nature .

Remark : More information is available in the draft Trust Deed annexed to the registration statement and draft prospectus for the offering for sale of trust units for the conversion . In addition, please note that the execution copy of the Trust Deed may contain particulars that differ from the information specified in this Trust Deed .

Attachment 3 Page 32

Attachment 4 Summary of agreements into which CPN Retail Growth Leasehold Property Fund entered with other parties and are currently in effect, and status of action for obtaining the consent of such other parties to the change of the contractual party from CPN Retail Growth Leasehold Property Fund to CPN Retail Growth Leasehold REIT Attachment 4

Attachment 4

Summary of agreements into which CPN Retail Growth Leasehold Property Fund entered with other parties and are currently in effect, and status of action for obtaining the consent of such other parties to the change of the contractual party from CPN Retail Growth Leasehold Property Fund to CPN Retail Growth Leasehold REIT

1. List of agreements into which CPN Retail Growth Leasehold Property Fund entered with other parties and are currently in effect

The following agreements into which CPN Retail Growth Leasehold Property Fund (“CPNRF ”) entered in order to seek benefits from the invested assets and are currently enforceable to CPNRF, rights and duties under the lease agreements and utility service agreements which CPNRF made with the tenants, and the Property Manager Appointment Agreement shall be transferred to CPN Retail Growth Leasehold REIT (“CPNREIT ”) during the process of the conversion of CPNRF into CPNREIT . For the purpose of this conversion, in order to change the contractual party from CPNRF to CPNREIT, CPNRF must obtain consent from the other parties and /or other persons. In this regard, the details regarding the summary of agreements into which CPNRF entered with the other parties and are currently in effect which shall be transferred to CPNREIT are as follows :

CentralPlaza Rama 2 Project

(1) Land Sublease Agreements, CentralPlaza Rama 2 Project

(2) (Partial ) Building Lease Agreements, CentralPlaza Rama 2 Project

(3) Undertakings Agreement, CentralPlaza Rama 2 Project (same agreement as for CentralPlaza Rama 3 Project )

(4) Ownership of movable properties invested by CPNRF by means of purchasing of assets, i.e., equipment for décor, whether fixed or not permanently fixed, including other equipment used for the purpose of décor or facilitating users of the shopping complex building . These are located on and /or fixed on the exterior or in the interior of the shopping complex building, or on the surface of the shopping complex building and /or being a part of the leasable area occupied by tenants in the shopping complex building, including any other rights relating to or in connection with the aforementioned properties (as the case may be ). These properties are exclusive of properties that are component parts of the shopping complex building .

CentralPlaza Rama 3 Project (previously named CentralPlaza Ratchada -Rama 3 Project )

(1) Land Lease Agreement, CentralPlaza Rama 3 Project

(2) (Partial ) Building Lease Agreements, CentralPlaza Rama 3 Project

Attachment 4 Page 1 Attachment 4

(3) Land and Building Mortgage Agreement, CentralPlaza Rama 3 Project

(4) Undertakings Agreement, CentralPlaza Rama 3 Project (same agreement as for CentralPlaza Rama 2 Project )

(5) Ownership of utilities systems and movable properties invested by CPNRF by means of purchasing of assets, i .e., (a) electrical system, utilities system, telephone system, elevators, escalators, air conditioning system, and engineering works system that are installed and used in the shopping complex building, along with other rights relating to or in connection with the aforementioned systems (as the case may be ); and (b) equipment for décor, whether fixed or not permanently fixed, including other equipment used for the purpose of décor or facilitating users of the shopping complex building . These are located on and /or fixed on the exterior or in the interior of the shopping complex building, or on the surface of the shopping complex buildings and /or being a part of the leasable area occupied by tenants in the shopping complex building, including any other rights relating to or in connection with the aforementioned properties (as the case may be ). These properties are exclusive of properties that are component parts of the shopping complex buildings . These properties will be further transferred to CPNREIT .

CentralPlaza Pinklao Project

(1) Land Sublease Agreement, CentralPlaza Pinklao Project

(2) (Partial ) Building Lease Agreements, CentralPlaza Pinklao Project

(3) Lease Agreement for Utilities Systems, CentralPlaza Pinklao Project

(4) Undertakings Agreement, CentralPlaza Pinklao Project

(5) Ownership of movable properties invested by CPNRF by means of purchasing of assets, i .e., equipment for décor, whether fixed or not permanently fixed, including other equipment used for the purpose of décor or facilitating users of the shopping complex building . These are located on and /or fixed on the exterior or in the interior of the shopping building complex, or on the surface of the shopping complex building and /or being a part of the leasable area occupied by tenants in the shopping complex building, including any other rights relating to or in connection with the aforementioned properties (as the case may be ). These properties are exclusive of properties that are component parts of the shopping complex building .

CentralPlaza Chiangmai Airport Project

(1) (Partial ) Land and (Partial ) Building Lease Agreement, CentralPlaza Chiangmai Airport Project

(2) Lease Agreement for Utilities Systems, CentralPlaza Chiangmai Airport Project

(3) Undertakings Agreement, CentralPlaza Chiangmai Airport Project

Attachment 4 Page 2 Attachment 4

(4) Ownership of movable properties invested by CPNRF by means of purchasing of assets, i .e., equipment for décor, whether fixed or not permanently fixed, including other equipment used for the purpose of décor or facilitating users of the shopping complex building . These are located on and /or fixed on the exterior or in the interior of the shopping complex building, or on the surface of the shopping complex building and /or being a part of the leasable area occupied by tenants in the shopping complex building, including any other rights relating to or in connection with the aforementioned properties (as the case may be ). These properties are exclusive of properties that are component parts of the shopping complex building .

2. Summary of agreements relating to seeking of benefits from assets to be transferred from CPNRF

2.1 CentralPlaza Rama 2 Project

2.1.1 Summary of Land Sublease Agreements, CentralPlaza Rama 2 Project

Sublessor Central Pattana Rama 2 Co ., Ltd . ( “Central Rama 2 ”)

Sublessee CPN Retail Growth Leasehold Property Fund (“CPNRF ”)

Leased (1) Land subject to Title Deed No . 4313, 4314, Land No . 122, 78, Survey Page Properties No . 923, 920, located at Tambon Samae Dum (Bang Bon ), Amphoe Bang Khun Thien, Bangkok, with the approximate area of 44 Rai, 1 Ngan, 15 Square Wah .

(2) Land subject to Title Deed No . 49534, Land No . 125, Survey Page No . 20872, located at Tambon Samae Dum (Bang Bon ), Amphoe Bang Khun Thien, Bangkok, with the approximate area of 6 Rai, 76 .2 Square Wah .

(3) Land subject to Title Deed No . 85312, Land No . 53, Survey Page No . 37871, located at Tambon Samae Dum (Bang Bon ), Amphoe Bang Khun Thien, Bangkok, with the approximate area of 3 Rai, 47 .2 Square Wah .

Lease Term Lease term commenced from the date of registration for subleasehold right pursuant to this Agreement until 15 August 2025.

Right to Renew In case where Central Rama 2 exercises the right to renew the master land lease Land Sublease agreement, whereby the conditions and fee for renewal have been agreed with Agreement the existing Sublessor according to the terms and conditions of the master land upon Expiry lease agreement, Central Rama 2 agrees to inform CPNRF of the conditions and fee for renewal of the Land Sublease Agreement within 60 days from the date on which Central Rama 2 has agreed on the conditions and fee for the renewal of the master land lease agreement with the existing Sublessor . In this regard, Central Rama 2 agrees to grant the Right of First Refusal to CPNRF in renewing this Land Sublease Agreement .

Attachment 4 Page 3 Attachment 4

Conditions on In case where CPNRF wishes to exercise the right to continue subleasing the Renewal of subleased land, CPNRF shall notify Central Rama 2 in advance in writing within Land Sublease 6 months from the date on which CPNRF has received the notification from Agreement Central Rama 2 or within the time period to be agreed by both parties . In this upon Expiry regard, both parties agree to further negotiate terms and conditions on renewal of the Land Sublease Agreement .

Rental Fee CPNRF has made payment of the rental fee for the subleased land in full on the date of registration of this Agreement .

Duties of (1) CPNRF agrees to maintain the subleased land, or take any actions to keep CPNRF the leased properties in good and serviceable condition according to the purposes specified in this Agreement and the master land lease agreement .

(2) CPNRF shall not build any construction or any component part on the subleased land, and shall not alter or modify any part of the subleased land which will cause damage to the subleased land or material changes thereof, unless prior written consent of Central Rama 2 is obtained . In this regard, Central Rama 2 shall consider giving consent without delay and unreasonably withheld .

Covenants of (1) Throughout the lease term, Central Rama 2 shall not lease out the subleased Central Rama 2 land to any person, or to seek benefits from the subleased land by any means, unless a written consent from CPNRF is obtained . Central Rama 2 shall not take any actions which will constitute an event of default or breach of this Agreement, or an event of default or breach of the master land lease agreement or any other conditions, or take any actions which may result in termination or revocation of the master land lease agreement by the existing Sublessee .

(2) Throughout the lease term, Central Rama 2 shall not allow alteration or addition or cancellation of any terms and conditions set forth in the master land lease agreement or any the conditions set forth in letter of consent, except in the following cases :

(a) to improve the lease conditions; or

(b) a written consent of CPNRF is obtained .

Transfer of Unless otherwise consented by Central Rama 2, during the lease term, CPNRF Leasehold shall not sublease subleasehold right, whether in whole or in part, to any person, Right and or allow any person to reside in the subleased land in its place, or incur any Subleasing out encumbrances which will result in granting of the right to other persons to use the subleased land, or assign subleasehold right, whether in whole or in part, to any person .

Events of Upon occurrence of any events specified below : Default or

Attachment 4 Page 4 Attachment 4

Causes of (1) In the event that Central Rama 2 violates or fails to comply with any Termination provisions specified in this Agreement, or breaches any covenants in this Agreement, and fails to remedy such breach within 60 days from the date on which Central Rama 2 has been notified or has become aware of such breach, or within the time period agreed by both parties .

(2) In the event that Central Rama 2 violates any conditions of the loan agreement or obligations or other liabilities which it has to any person, in the aggregate value of more than half of CPN’s shareholders’ equity value of Central Rama 2, and that Central Rama 2 fails to remedy such breach within 180 days from the date on which Central Rama 2 has been aware of or there has been a reason to be aware of such breach, unless Central Rama 2 is able to prove and confirm in writing satisfactorily to CPNRF that such breach does not materially impact the financial status of Central Rama 2 which may lead Central Rama 2 to bankruptcy, and that such breach does not materially impact CPNRF’s exercising of rights under this Agreement .

(3) In the event that Central Rama 2 is under receivership or adjudged bankrupt by the court, or under the process of dissolution or liquidation, or there has been a filing of petition for Central Rama 2’s business reorganization to the court or any related government authorities, which CPNRF considers such event to have impact on Central Rama 2’s ability to repay the debt or to comply with this Agreement .

(4) In the event that CPNRF violates or fails to comply with any provisions in this Agreement, or breaches any covenants in this Agreement, and CPNRF fails to remedy such breach within 60 days from the date on which Central Rama 2 has been notified or has been aware of such breach, or within the time period agreed by both parties, except in case where non -compliance of any provision or condition in this Agreement resulted from CPN’s (or individual or juristic person nominated by CPN to perform the duty of the Property Manager in its place ), as the Property Manager, failure to perform the duties as specified in the Property Manager Appointment Agreement or in the Fund Scheme .

(5) Upon expiry of the lease term of the subleased land specified in this Agreement .

(6) The parties agree to terminate the Agreement .

(7) (a) In the event of dissolution of CPNRF according to the details described in Fund Scheme, and CPNRF has notified Central Rama 2 of the dissolution in writing .

(b) In the event that the unitholders have passed the resolution to dissolve the project, and that CPN and its related persons have also passed the resolution to dissolve CPNRF .

Attachment 4 Page 5 Attachment 4

(8) In the event that the law or the SEC or the Office of the SEC orders dissolution of CPNRF which is not due to Central Rama 2’s fault, and CPNRF has notified Central Rama 2 of the dissolution in a writing . Both parties shall have mutual the duty and shall, at their best endeavor, prevent this Agreement from being suspended due to the change in law, or from order of any government authorities so far as it is not contrary to the law or the order of the government authorities which are enforceable at that time, e.g., establishment of or procurement of any person to accept the existing rights and obligations of CPNRF under this Agreement .

(9) In the event that the subleased land falls within the expropriated area or reserved area or the observed area for expropriation in accordance with any notification or law regarding expropriation or other laws.

Consequences (1) In the event that Central Rama 2 violates or fails to comply with any of Default or provisions in this Agreement or breaches any covenants in this Agreement Consequences whereby such breach is not caused by CPNRF’s non -performance or failure of Termination of performance or defective performance of the duties this Agreement, CPNRF shall claim from Central Rama 2 for any damages incurred from such breach, and this shall not result in termination of this Agreement, except where such damage is resulted from Central Rama 2’s willful violation or non -compliance with any provisions specified in this Agreement causing material impact on the leased properties under this Agreement . In this regard, CPNRF has the right to terminate this Agreement immediately and Central Rama 2 shall return to CPNRF the remaining rental fee as well as any other monies or benefits that Central Rama 2 has received in the name of CPNRF according to the proportion of the remaining lease term, and compensation for loss of benefits due to CPNRF’s inability to use the leased properties during the lease term specified in this Agreement .

(2) In the event that Central Rama 2 violates any conditions of loan agreement, or obligations or other liabilities which it has to any person, causing Central Rama 2 being ordered receivership or bankruptcy by the court or in the process of dissolution or liquidation, or there has been a filing of petition to the court for Central Rama 2’s business reorganization, CPNRF shall have the right to terminate this Agreement immediately . In case where CPNRF exercises such right, Central Rama 2 shall return to CPNRF the remaining rental fee for the subleased land as well as other monies or benefits that Central Rama 2 has received in the name of CPNRF according to the proportion of the remaining lease term, and compensation for loss of benefits due to CPNRF’s inability to use the leased properties during the lease term specified in this Agreement . The termination shall not deprive CPNRF’s right to claim for damages and /or other costs incurred from such default, except where the occurrence of Central Rama 2’s default is resulted from CPNRF’s non -compliance or failure of performance under this Agreement .

Attachment 4 Page 6 Attachment 4

(3) In case where CPNRF violates or fails to comply with any provisions in this Agreement or breaches any covenants in this Agreement whereby such breach is not resulted from CPN’s (or individual or juristic person nominated by CPN to perform the duty of the Property Manager in its place ), as the Property Manager, non -performance or failure of performance or defective performance, Central Rama 2 shall claim from CPNRF for damages from such breach, and this shall not result in termination of this Agreement, except where such damage occurred from CPNRF’s willful violation or non -compliance with the provisions in this Agreement causing material impact on the leased properties . In this regard, Central Rama 2 is entitled to terminate this Agreement immediately .

(4) Upon expiry of the lease term of the subleased land specified in this Agreement, if the parties agree to terminate the Agreement, or CPNRF is dissolved pursuant to the details described in Fund Scheme, or the law or the SEC or the Office of the SEC orders dissolution of CPNRF which is not due to Central Rama 2’s fault, this Agreement shall be deemed terminated . In this regard, neither party shall have the right to claim for damages, expenses, rental fee or monies or other benefits from the other party, unless agreed otherwise by both parties .

(5) In the event that the unitholders have passed the resolution to dissolve the Fund Scheme whereby CPN and its related persons have also passed the resolution to dissolve CPNRF, this Agreement shall be deemed terminated . In this regard, Central Rama 2 must return to CPNRF the remaining rental fee for the subleased land as well as any other monies or benefits that Central Rama 2 has received in the name of CPNRF according to the proportion of the remaining lease term, and compensation for loss of benefits due to CPNRF’s inability to use the leased properties during the lease term under this Agreement .

(6) In case where the subleased land falls within the expropriated area or reserved area or observed area for expropriation in accordance with any notifications or law regarding expropriation or other laws, this Agreement shall be deemed terminated whereby Central Rama 2 shall return to CPNRF the remaining rental fee for the subleased land as well as any other monies or benefits that Central Rama 2 has received in the name of CPNRF (if any ) according to the proportion of the remaining lease term under this Agreement .

(7) Upon termination of this Agreement by any causes specified this Agreement, CPNRF shall return the subleased land to Central Rama 2 in its existing condition at that time as well as any monies or other assets that CPNRF has received in the name of Central Rama 2 (if any ).

(8) During the period of remedy of the default, if Central Rama 2 willfully violates or fails to comply with any provisions or breaches any covenants in this Agreement, and if CPNRF willfully violates or fails to comply with any

Attachment 4 Page 7 Attachment 4

provisions or breaches any covenants in this Agreement, if any damage incurred to the party who is not in breach of this Agreement, such non - breaching party has the right to claim for damages from the other party who is in violation of or is incompliance with the provisions or in breach of the covenants in this Agreement .

(9) In case where CPNRF exercises the right to terminate the Agreement under Clause (1) and (2), CPNRF reserves the right to use the leased properties until the end of the lease term and upon CPNRF’s receipt of payments for damages, the remaining rental fee for the subleased land including other monies or benefits from Central Rama 2 during this period . However, CPNRF is unable to claim for damages, the remaining rental fee for the subleased land including other monies or benefits from Central Rama 2 during this period, except that CPNRF is able to prove that it has suffered damage caused by such default beyond the benefits which CPNRF would have received during such period . In this regard, Central Rama 2 agrees to be liable for such excessive damage .

Special If there is any event that may cause termination of the master land lease Conditions agreement, whereby such event is due to Central Rama 2’s fault and Central Rama 2 is unable to remedy or rectify such breach by any other means except the means specified in this Clause, Central Rama 2 must proceed to engage CPNRF to be the direct party to the master land lease agreement with the existing Sublessor in its place prior to the date on which the master land lease agreement will be terminated . In this regard, Central Rama 2 shall be responsible for all expenses and fees in connection with the subrogation by CPNRF and shall also be responsible for all the remaining rental fees under the master land lease agreement throughout the lease term . However, if Central Rama 2 has not paid for the aforementioned expenses and fees for CPNRF, CPNRF reserves the right to make direct payments for such expenses and fees, and Central Rama 2 agrees to reimburse such payments to CPNRF in accordance with the terms and conditions of this Agreement .

2.1.2 Summary of (Partial ) Building Lease Agreements, CentralPlaza Rama 2 Project

Lessor Central Pattana Rama 2 Co ., Ltd . ( “Central Rama 2 ”)

Lessee CPN Retail Growth Leasehold Property Fund (“CPNRF ”)

Leased (1) The shopping complex building and the utilities systems related thereto as a Properties part of the shopping complex building of CentralPlaza Rama 2 Project . The building has 5 storeys and 1 basement, located at 128, Moo 6, Samae Dum Sub -district, Bang Khun Thien District, Bangkok, on Title Deed No . 4313, 4314, 85312, 49534, located at Tambon Samae Dum (Bang Bon ), Amphoe Bang Khun Thien, Bangkok . The leasable area is approximately 152,369 .45 square meters, exclusive of certain areas in the building where Central

Attachment 4 Page 8 Attachment 4

Rama 2 has leased out to the retail tenants paying the rental fee in consideration for leasehold rights in the form of the long -term lease agreements.

(2) The parking building and the parking space, including the utilities systems of the parking building as a part of the shopping complex building of CentralPlaza Rama 2 Project . The leasable area is approximately 91,800 .17 square meters, exclusive of the area of the Ground Floor of Star Parking building in the parking building .

Lease Term Having material conditions similar to Land Sublease Agreements, CentralPlaza Rama 2 Project .

Right to Renew Having material conditions similar to Land Sublease Agreements, CentralPlaza Lease Rama 2 Project . Agreement upon Expiry

Conditions on Having the material conditions similar to Land Sublease Agreements for Renewal of CentralPlaza Rama 2 Project . Lease Agreement upon Expiry

Rental Fee CPNRF has made payment of rental fee for the leased properties throughout the lease term on the date of registration for leasehold rights in full . CPNRF also agrees to make additional payment for the annual fee .

Duties of (1) CPNRF agrees to maintain, repair, and improve the leased properties, or to CPNRF take any actions to keep the leased properties in good or serviceable condition for use pursuant to the intended purposes specified in this Agreement throughout the lease term at CPNRF’s own expenses .

(2) CPNRF shall not build any construction or any component part on the leased properties, and not to alter or modify any part of leased properties which shall cause damage to the leased properties or material alteration thereof, unless a prior written consent of Central Rama 2 is obtained . In this regard, Central Rama 2 shall consider giving consent without delay and unreasonably withheld . The constructed, added, altered and modified parts shall be deemed the component parts of leased properties .

(3) Throughout the period of validity of this Agreement, CPNRF allows Central Rama 2 and other tenants leasing the area of the shopping complex building who are not sublessees of the leased properties under this Agreement to use the common area, parking space, and other areas relating to the shopping complex building which are CPNRF’s leased properties . These areas shall be deemed as the areas for mutual use . Throughout the term of this Agreement, CPNRF agrees to allow Central Rama 2 and /or

Attachment 4 Page 9 Attachment 4

CPN to use the utilities systems relating to the shopping complex building in order to provide services to the retail tenants paying rental fee in consideration for leasehold rights in the form of long -term lease agreements who are not the sublessees of the leased properties under this Agreement .

Insurance In order to be in line with the conditions and purposes of the master land lease agreement which specifies that Central Rama 2 and the landlord shall jointly obtain benefits from the insurance for the buildings and constructions constructed on the leased land according to the master land lease agreement, both parties agree to arrange for insurance and use of compensation acquired from the insurance company for the purposes of construction and /or repair of the leased properties under this Agreement for mutual benefits of Central Rama 2 and the landlord under the master land lease agreement upon expiry of this Agreement as follows :

(1) Central Rama 2 shall arrange for CPNRF to become the insured and indicate CPNRF as the beneficiary of the insurance policy provided for the leased properties under terms and conditions in this Agreement . Both parties agree to be jointly responsible for the premiums of such insurance policy which shall be proportionately to the area occupancy in the shopping complex building or the revenues earned (specifically in the case of business interruption insurance ) as the case may be .

(2) In case where the leased properties are partially damaged, this Agreement shall continue to be in effect specifically for the leased properties that do not suffer damage and are still in a serviceable condition for use . In this regard, such properties shall be regarded as the leased properties under this Agreement .

Damaged or The “basic compensation ” means the compensation from insurance, which Destroyed excludes the compensation to be received from business interruption insurance Leased and /or any other types of insurance which each party has additionally acquired Properties at its own expenses .

(1) Under Clause (3) and unless otherwise agreed by both parties, in case where the leased properties are damaged, either wholly or materially, by any causes so that such properties can no longer be used for business operation, both parties agree to rebuild the leased properties at both parties’ expenses . Central Rama 2 shall arrange for the reconstruction according to the plan, action plan, and budget to be mutually agreed by both parties . The reconstruction must be completed within 3 years upon the occurrence of the damage . Central Rama 2 shall also cooperate with CPNRF to request for consent from any persons, or request for permission from any related government agencies (if any ) for the purposes of taking any actions under this Agreement . Such reconstruction costs and other related expenses shall be mutually borne by CPNRF and Central Rama 2 proportionately to the area occupancy in the shopping complex building at the time of the

Attachment 4 Page 10 Attachment 4

occurrence of damage to the leased properties . Both parties must use the basic compensation for the reconstruction and it shall be deemed that the rights and obligations of both parties under this Agreement continue in effect until the reconstruction of the new properties to replace the leased properties under this Agreement is complete . In this regard, both parties shall arrange for a new lease agreement (with the terms and conditions similar to those set forth in this Agreement ) upon the completion of the reconstruction (however, CPNRF shall be no longer obliged to pay the rental fee under the new lease agreement ).

(2) Subject to Clause (3) and unless otherwise agreed by both parties, in case where the leased properties are partially damaged by whatever causes, whereby the other parts of the leased properties are able to be used for business operation, CPNRF and Central Rama 2 have the duty to repair the leased properties until they return to the condition according to the damage actually occurred to the area occupied by either party at the time of the occurrence of such damage at either party’s own expenses. Such expenses shall not exceed the basic compensation that CPNRF and /or Central Rama 2 has received from the insurance company, as the case may be .

(3) Unless otherwise agreed by both parties, in case where the construction costs or any other expenses relating to or in connection with the construction and /or repair of the leased properties exceed the basic compensation either party has received, either party shall be responsible for the exceeding amount of the construction costs or the related expenses proportionately to the areas occupied by either party at that time (for the case under Clause (1)), or subject to the areas occupied by either party at the time of the occurrence of such damage (for the case under Clause (2)) , as the case may be, whereby Central Rama 2 agrees to make an advance payment for CPNRF for the amount of costs or expenses to be borne by CPNRF .

In the event that the leased properties are partially damaged according to Clause (2), CPNRF agrees to reimburse Central Rama 2 for such amount of costs or expenses within 6 months from the first date of resuming the provision of services in the areas of the repaired leased properties and to compensate for the expenses relating to the advance payment at the rate equivalent to the cost of fund that Central Rama 2 has paid for the advance payment by calculating from the date of advance payment up to the date of reimbursement by CPNRF to Central Rama 2 . In this regard, Central Rama 2 and CPNRF shall mutually consider seeking appropriate sources of fund for making such advance payment .

In the event that the leased properties are totally or materially damaged according to Clause (1), CPNRF is entitled to the options for reimbursement of the advance payment : ( a) reimburses the advance payment within 6 months from the first date of resuming the provision of services in the areas of the properties that are reconstructed or repaired to replace the leased

Attachment 4 Page 11 Attachment 4

properties under this Agreement and compensate for any expenses incurred from such advance payment at the same rate as specified in the above paragraph; or (b) consents to reduce CPNRF’s proportion of the occupied areas, whereby CPNRF shall be no longer required to reimburse Central Rama 2 . In principle, the new proportion of the areas to be occupied by CPNRF and Central Rama 2 shall be subject to all construction costs and expenses that both parties have paid or agree to pay for the reconstruction or repair as mentioned above .

Further, before exercising of the rights in (a) or (b) above, CPNRF reserves the right to propose such arrangements to the unitholders’ meeting for approval .

Transfer of Having the material conditions similar to Land Sublease Agreements, Leasehold CentralPlaza Rama 2 Project with one additional condition; Central Rama 2 Right and allows CPNRF to sublease the areas of the leased properties to other persons, Subleasing out whether in whole or in part, under the terms and conditions specified in this Agreement for the benefits of operation of the shopping complex without obtaining prior consent from Central Rama 2 .

Events of Having the material conditions similar to the Land Sublease Agreements, Default or CentralPlaza Rama 2 Project . Causes of Termination of Agreement

Consequences Having the material conditions similar to Land Sublease Agreements, of Default or CentralPlaza Rama 2 Project, except the following conditions : Consequences of Termination (1) Upon termination of this Agreement by whatever causes specified in this Agreement, CPNRF shall return the leased properties in existing condition at that time together with the components parts and equipment, whether fixed or not permanently fixed to the leased properties, as well as any other monies or assets that CPNRF has received in the name of Central Rama 2 (if any ) to Central Rama 2 . This includes the return of the rental deposit that CPNRF has received from the sublessees of the leased properties .

(2) During a period of 6 months after the date of termination of this Agreement, CPNRF shall make an effort to deliver the benefits (which is able to be delivered and /or not constitute a violation of other people’s rights, and not include the rental deposit ) that CPNRF has received in advance in connection with the leased properties both before and on the termination date of this Agreement to Central Rama 2 . Central Rama 2 agrees to compensate CPNRF for any monies or expenses that CPNRF has paid in connection with the leased properties for the period after the termination of this Agreement within 5 business days from the date on which Central Rama 2 has received a written notice from CPNRF .

Attachment 4 Page 12 Attachment 4

(3) In case where this Agreement is terminated by whatever causes, during a period of 6 months after such termination, CPNRF shall provide assistance to Central Rama 2 as per its reasonable request in engaging the tenants of the areas of the leased properties to enter into area lease agreement with Central Rama 2 . CPNRF shall hand over the rental deposit which CPNRF has received from the tenants prior to the date of entering into the new area lease agreement (after deduction of all rental fees, service charges, or expenses incurred from each tenant (if any )) to Central Rama 2 (subject to the consent of each tenant ), or return such rental deposit to each tenant (if that tenant no longer wishes to lease the area from Central Rama 2 ), as the case may be . In this regard, expenses relating to such engagement shall be borne by Central Rama 2 (except the termination of this Lease Agreement is resulted from CPNRF’s breach ).

Special (1) With respect to any areas within the shopping complex of CentralPlaza Conditions Rama 2 Project which are not the leased properties under this Agreement, and are owned by Central Rama 2, if within the period of 6 months from the date on which such areas are available to be leased by any person, Central Rama 2 agrees to offer such areas to CPNRF for its consideration and investment at the price agreed by the parties with reference to the average appraisal price evaluated by the appraisers which are proposed by each party, and such appraisers must be in the list of appraisers approved by the Office of the SEC . In the case where CPNRF intends to lease such areas from Central Rama 2, CPNRF shall notify its investment intention to Central Rama 2 in writing within 1 month and shall complete the registration within the period of 3 months from the date on which CPNRF has notified its intention to Central Rama 2 . Any expenses and fees (except the corporate income tax of Central Rama 2 ) with respect to the registration with the relevant agencies shall be wholly borne by CPNRF . In the case where CPNRF fails to notify its intention within the specified period, Central Rama 2 is entitled to offer for sale, transfer, and lease out such areas to any other party .

In this regard, the investment proposal to CPNRF above shall not prejudice the right of Central Rama 2 in seeking of benefits in its ordinary course of business in such areas during the period which CPNRF is considering its investment and sourcing CPNRF for the purpose of investment in such areas .

(2) In the case where Central Rama 2 develops the areas behind CentralPlaza Rama 2 Project which currently are not the leased properties under this Agreement to serve as the retail properties, within the period of 2 years from the date on which Central Rama 2 has completed the development, Central Rama 2 agrees to propose the properties to CPNRF for its consideration at the price agreed by the parties with reference to the average appraisal price evaluated by the appraisers which are proposed by each parties, and such appraisers must be included in the list of appraisers

Attachment 4 Page 13 Attachment 4

approved by the Office of the SEC . In the case where CPNRF intends to invest in the properties, CPNRF shall notify its investment intention to Central Rama 2 in writing within 1 month and shall complete the registration within the period of 3 months from the date on which CPNRF has notified its intention to Central Rama 2 . Ayn expenses and fees (except the corporate income tax of Central Rama 2 ) with respect to the registration with the relevant agencies shall be wholly borne by CPNRF . In the case where CPNRF fails to notify its intention within the specified period, Central Rama 2 is entitled to offer for sale, transfer, and lease out the property to any other party .

Further, the investment proposal to CPNRF above shall not prejudice the right of Central Rama 2 in seeking of benefits in its ordinary course of business in such areas during the period which CPNRF is considering its investment and sourcing CPNRF for the purpose of investment in such areas .

(3) In the case where CPNRF subrogates the rights as the lessee under the Land Sublease Agreements of CentralPlaza Rama 2 Project, the duty of CPNRF in returning the subleased land, the buildings and constructions, all of the equipment, buildings, and constructions used in the operation of the project, as well as any utilities systems ( if any ) to Central Rama 2 in accordance with the Land Sublease Agreements and this Agreement shall be terminated, and CPNRF shall not be obliged to compensate for any damages to Central Rama 2 . Furthermore, it shall not be deemed that CPNRF breaches this Agreement . In this regard, Central Rama 2 acknowledges and consents for CPNRF to deliver the subleased land, the buildings and constructions, all of the equipment, buildings, and constructions used the operation of the project to the landlord in accordance with the land lease agreement of 90 Rai, 2 Ngan, 9 .3 Square Wah, entered into between Central Rama 2 and the landlord .

2.1.3 Summary of Undertakings Agreement, CentralPlaza Rama 2 Project

Parties CPN and CPNRF

Use of Names Throughout the period which CPN or individual or juristic person nominated by and /or CPN to perform the duty of the Property Manager in its place performs the duty Trademarks of the Property Manager of CPNRF according to the Property Manager Appointment Agreement, and as long as CPNRF invests in the project, CPN agrees to allow CPNRF to use the names and /or trademarks and /or logos and /or pictures and /or any other symbols used in communicating with the public that the assets invested in or held by CPNRF belong to CPN and its affiliated companies in connection with the project . This shall also include the names and /or trademarks and /or logos and /or pictures and /or any other symbols in connection with shopping complex that CPN and its affiliated companies will

Attachment 4 Page 14 Attachment 4

own in the future .

However, in case where CPN or individual or juristic person nominated by CPN to perform the duty of the Property Manager in its place has no longer performed the duty of the Property Manager of CPNRF according to the Property Manager Appointment Agreement, CPNRF shall refrain from using such names and /or trademarks and /or logos and /or pictures and /or any other symbols within 6 months upon the date on which CPN or individual or juristic person nominated by CPN to perform the duty of the Property Manager in its place has not performed the duty of CPNRF’s Property Manager .

Shareholding in Throughout the period which the Land Lease Agreement of Central Rama 2 Central Rama 2 remains in effect, CPN agrees not to sell, dispose of, transfer the rights, or incur any encumbrances to the shares of Central Rama 2 held by CPN to any person or juristic person . Furthermore, CPN shall maintain its shareholding proportion in Central Rama 2 at the rate of not less than 51 percent of total shares with voting rights of Central Rama 2 throughout such period .

Undertaking to CPN agrees to control, monitor, and take any actions necessary for the purposes Control of prevention and remedy to ensure that Central Rama 2, and /or its affiliates Compliance who own immovable properties in which CPNRF has invested or possessed for with Agreement seeking benefits, shall strictly comply with the terms and conditions under the agreements to which each of such parties is a contractual party, including but not limited to, the Land Lease Agreement of Central Rama 2, the Utilities Systems Purchase Agreement, as well as any other documentation and agreements in connection with and relevant to the investment of CPNRF in the immovable properties of CPN and /or Central Rama 2 and /or any company under the control of CPN . Especially, CPN shall, at its best endeavor, prevent and remedy (including providing any financial support ) any issue with regard to Central Rama 2 committing any defaults of agreement, breaches of conditions, or causes of termination, or breaches of provisions under the land lease agreement of 90 Rai, 2 Ngan, 9 .3 Square Wah, entered into between Central Rama 2 and the landlord which may render CPNRF to exercise its right to subrogate the rights under the master land lease agreement, during the period in which CPNRF has invested in or possessed the subleasehold rights of the land .

2.2 CentralPlaza Rama 3 Project

2.2.1 Summary of Land Lease Agreement, CentralPlaza Rama 3 Project

Lessor Central Pattana Rama 3 Co ., Ltd . ( “Central Rama 3 ”)

Lessee CPN Retail Growth Leasehold Property Fund (“CPNRF ”)

Leased Land subject to Title Deed No . 53132 and 53133, Land No . 379 and 380 respectively, located at Tambon Chong Nonsi, Amphoe Yannawa, Bangkok,

Attachment 4 Page 15 Attachment 4

Properties with the approximate area of 12 Rai, 2 Ngan, 44 6 /10 Square Wah .

Lease Term From the date of registration for the leasehold right under this Agreement until 15 August 2035 .

Right to Renew Upon expiry of lease term as specified in this Agreement, Central Rama 3 Lease makes a promise to CPNRF that CPNRF will be entitled to renew the Land Agreement Lease Agreement for another 2 times, for a period of 30 year each . upon Expiry

Conditions on (1) If CPNRF wishes to exercise the right to continue leasing the leased Renewal of properties, CPNRF must provide a written notice to Central Rama 3 prior Lease to the date of expiry of each lease term . In case where CPNRF fails to Agreement provide such prior written notice to Central Rama 3 for exercising the right upon Expiry to renew the lease term in any time of the renewal within the specified period, it shall not be deemed that CPNRF has waived its right to renew the Agreement under this provision of such time of renewal .

(2) In return for the promise given by Central Rama 3, CPNRF agrees to place the deposit to Central Rama 3 for exercising of the right to renew the Land Lease Agreement within the specified period above . If CPNRF exercises its right to renew the Land Lease Agreement, such deposit shall be deemed as the rental fee for that particular lease term . If CPNRF fails to exercise its renewal right in any lease term, CPNRF allows Central Rama 3 to forfeit the remaining deposit . However, if CPNRF’s failure to exercise its renewal right of the Land Lease Agreement is not resulted from CPNRF’s breach, Central Rama 3 shall return full amount of the remaining deposit to CPNRF .

Rental Fee (1) CPNRF has paid full amount of the rental fee for the leased properties on the registration date of this Agreement .

(2) CPNRF has placed the deposit to Central Rama 3 on the registration date of this Agreement in return for the promise given by Central Rama 3 to CPNRF to renew the Land Lease Agreement for another 2 times, for a period of 30 year each, pursuant to the details specified in the Agreement . In this regard, the specified amount of the deposit shall be deemed as the rental fee under this provision upon the time at which CPNRF exercises the renewal right in each particular lease term pursuant to this Agreement . In this regard, it shall be deemed that CPNRF has duly paid full amount of the rental fee on the date of registration of the lease for that particular lease term .

Duties of (1) CPNRF agrees to maintain, repair, and improve the leased properties, or to CPNRF take any actions to keep the leased properties in good or serviceable condition for utilization pursuant to the intended purposes as indicated in this Agreement throughout the lease term at CPNRF’s own expenses .

Attachment 4 Page 16 Attachment 4

(2) CPNRF shall not build any construction or any component part in the leased properties, and not to alter or modify any part of the leased properties, which shall cause damage to the leased properties, or result in material alteration to the leased properties, unless prior written consent from Central Rama 3 is obtained . In this regard, Central Rama 3 shall consider giving consent without delay and unreasonably withheld . The constructed, added, altered and modified parts shall be deemed the component parts of the leased properties .

(3) Throughout the period which this Agreement is still in force, CPNRF allows Central Rama 3, Ratchada Nonsi Department Store Co ., Ltd ., and other tenants leasing the area of the shopping complex building who are not sublessees of the leased properties under this Agreement to use parking space, roads around the parking space, and other areas relating to the shopping complex building, which are the leased properties of CPNRF . These assets shall be deemed as the common areas .

Duties of Throughout the term of this Agreement, Central Rama 3 shall maintain the debt Central Rama 3 to shareholders’ equity ratio in the financial statements of Central Rama 3, which have been audited or reviewed by the auditor of not higher than 3 :1, unless otherwise agreed by CPNRF .

In this regard, Central Rama 3 agrees to deliver its financial statements to CPNRF within 45 days from the end of each quarter (management financial statements ), or to deliver the financial statements ended at the last business day of accounting year which have been audited or reviewed by the auditor to CPNRF within 7 days from the date on which Central Rama 3 has received such financial statements from the auditor, as the case may be .

WHEREBY, for the purposes of this provision :

“Shareholders’ equity ” means all shareholders’ equity shown in the financial statements audited or reviewed by the auditor, which includes the paid -up capital, appropriated and unappropriated retained earnings, capital surplus, e .g. capital surplus from fixed asset valuation, capital surplus (deficit ) on revaluation on investment, etc ., excluding impact from liabilities and deferred tax recognized in the financial statements of Central Rama 3 .

“Net liabilities ” mean all liabilities shown in the financial statements audited or reviewed by the auditor, which includes loans from banks and other financial institutions, outstanding taxes, and arrears with other creditors, guarantee, aval, or other similar encumbrances incurred to any other individuals or entities deducted by (1) cash and cash equivalent (including the certificate of deposit of financial institutions and (2) unearned income of Central Rama 3 .

Covenants of (1) Throughout the term of this Land Lease Agreement, Central Rama 3 shall not sell, dispose of, or transfer its ownership of the leased properties by any

Attachment 4 Page 17 Attachment 4

Central Rama 3 means, to any person .

(2) Throughout the term of this Land Lease Agreement, Central Rama 3 agrees not to transfer, dispose of, or incur any encumbrances, or establish any other rights in the leased properties, which may impair or deprive CPNRF’s rights to use the leased properties under this Agreement .

Collateral to To secure the performance of duties set forth in this Land Lease Agreement, Secure Central Rama 3 agrees to provide security for the performance of the Compliance Agreement by registering the mortgage over the properties leased out to CPNRF with Agreement in order to secure its debt repayments, its compliance with this Agreement, and damages to be incurred from non -compliance with the provisions of this Agreement, as well as compensation for the loss benefits due to CPNRF’s inability to use the leased properties to gain benefits in accordance with the purposes of this Agreement .

In case there has been the event of default caused by Central Rama 3 under this Agreement, resulting in CPNRF’s inability to exercise its right to purchase the leased properties, or in case where CPNRF has considered, along with the legal opinions provided by at least 2 widely -accepted law firms, that exercising of the right to purchase the leased properties contains a risk that such purchase may be revoked, Central Rama 3 shall allow CPNRF to enforce the security provided to settle the outstanding debts including any damages that CPNRF received due to Central Rama 3’s default .

Transfer of Unless otherwise consented by Central Rama 3, within the lease term, CPNRF Leasehold shall not sublease leasehold right of the leased properties, whether in whole or Right and in part, to any person or allow any person to reside in the leased properties in its Subleasing out place, or incur any encumbrances which will result in granting of the right to other persons to use the leased properties, or transfer leasehold right, whether in whole or in part, to any person .

Events of Upon occurrence of any events specified below : Default or Causes of (1) In the event that Central Rama 3 violates or fails to comply with any Termination provisions in this Agreement, Building Lease Agreement, or area lease agreement, or mortgage agreement, or breaches any covenants in this Agreement and fails to remedy such breach within 60 days from the date on which Central Rama 3 has been notified of or has been aware of such breach or within the period agreed by both parties .

(2) In the event that Central Rama 3 violates any conditions of the loan agreement or obligations or other liabilities which it has to any person, in the aggregate value of more than half of CPN’s shareholders’ equity value of Central Rama 3, and that Central Rama 3 fails to remedy such breach within 180 days from the date on which Central Rama 3 has been aware of or there has been a reason to be aware of such breach, unless Central Rama 3 is able to prove and confirm in writing satisfactorily to CPNRF that such breach does not materially impact the financial status of Central Rama 3

Attachment 4 Page 18 Attachment 4

which may lead Central Rama 3 to bankruptcy and that such breach does not materially impact CPNRF’s exercising of rights under this Agreement .

(3) In the event that Central Rama 3 is under receivership or adjudged bankrupt by the court, or under the process of dissolution or liquidation, or there has been a filing of petition for Central Rama 3’s business reorganization to the court or any related government authorities which CPNRF considers such event to have impact on Central Rama 3’s ability to repay the debt or to comply with this Agreement .

(4) In the event that Central Rama 3 fails to maintain the debt to equity ratio as specified in this Agreement and fails to remedy such breach within 180 days or fails to prove satisfactorily to CPNRF that there is no cause which shall have impact on the status of Central Rama 3, CPNRF has the right to terminate this Agreement immediately .

(5) In the event that CPNRF violates or fails to comply with the provisions in this Agreement or breaches any covenants in this Agreement and fails to remedy such breach within 60 days from the date on which Central Rama 3 has been notified or has been aware of such breach or within the time period mutually agreed by both parties, except in case where non - compliance of any provisions or conditions in this Agreement is due to CPN’s, as the Property Manager, failure to perform the duties specified in the Property Manager Appointment Agreement or in the Fund Scheme .

(6) Upon expiry of the lease term specified in the Agreement .

(7) The parties agree to terminate this Agreement .

(8) (a) In the event of dissolution of CPNRF according to the details described in the Fund Scheme and CPNRF notifies Central Rama 3 of the dissolution in writing .

(b) In the event that the unitholders have passed the resolution to dissolve the project whereby CPN and the related persons have also passed the resolution to dissolve CPNRF (“related persons” mean persons related to the unitholder as prescribed in the Notification of the Office of the SEC No . SorNor . 8/2544 Re : Persons Related to Unitholders of a Property Fund and Claims, dated 5 February 2001 and its amendments (if any ).

(9) In the event that the law or the SEC or the Office of the SEC orders dissolution of CPNRF which is not due to Central Rama 3’s fault, and CPNRF notifies Central Rama 3 of the dissolution in writing . Both parties shall have mutual the duty and shall, at their best endeavor, prevent this Agreement from being suspended due to the change in law, or from order of any government authorities so far as it is not contrary to the law or the order of the government authorities enforceable at that time, e .g.,

Attachment 4 Page 19 Attachment 4

establishment of or procurement of any person to accept the existing rights and obligations of CPNRF under this Agreement .

(10 ) In the event that Central Rama 3 ceases its entire business operation or substantial parts thereof which materially results in CPNRF’s inability to use the leased properties .

(11) In the event that the subleased land falls within the expropriated area or reserved area or the observed area for expropriation in accordance with any notifications or law regarding expropriation or other laws .

Consequences (1) In case where there is an occurrence of any events of default or causes of of Default or termination as follows : Consequences of Termination (a) In the event that Central Rama 3 violates or fails to comply with the provisions in this Agreement or the Building Lease Agreement, or area lease agreement, or breaches the covenants in this Agreement (only in case where it has a material impact on CPNRF’s use of the leased properties and /or validity of the leasehold right of CPNRF’s leased properties under the Agreement, as well as non -compliance with the provisions relating to collateral to secure the performance of this Agreement, the insurance on damaged or destroyed leased properties, the provision of security for the performance of the Agreement, and the right of first refusal to CPNRF as specified in the Building Lease Agreement and area lease agreement ).

(b) In the event that Central Rama 3 violates any conditions of the loan agreement or obligations or liabilities which it has to any person, and Central Rama 3 is under receivership or bankruptcy by the court’s order or it is in the process of dissolution, liquidation or there has been a filing of a petition for its business reorganization to the court, including in case where Central Rama 3 is unable to maintain its debt to equity ratio, and in case where Central Rama 3 ceases its entire business operation or the substantial parts thereof which materially results in CPNRF’s inability to use the leased properties .

(c) In the event that Central Rama 3 fails to register for renewal of the Land Lease Agreement for CPNRF pursuant to its covenants given in this Agreement or the Building Lease Agreement or area lease agreement within the period determined in such agreements, whereby this failure is not caused by CPNRF’s non -performance or failure of performance .

Central Rama 3 grants the right to CPNRF (or any other persons specified by CPNRF with Central Rama 3’s consent ) to purchase the leased properties and the shopping complex building of CentralPlaza Rama 3 Project in the parts which are subject to CPNRF’s possession according to this Agreement, the Building Lease Agreement and area lease agreement

Attachment 4 Page 20 Attachment 4 during the time which such possession is being exercised from Central Rama 3 in order that such properties shall become under the mutual ownership of CPNRF and Central Rama 3, proportionately to the area occupancy of the shopping complex building of CentralPlaza Rama 3 Project at the time which CPNRF exercises the right to purchase . In this regard, CPNRF shall notify Central Rama 3 of its intention to purchase the leased properties in writing .

If the exercising of the right to purchase the leased properties could not be completed within 45 days whereby it is not due to CPNRF’s fault, or in case where CPNRF has considered, along with the legal opinions provided by at least 2 widely -accepted law firms, that exercising of the right to purchase the leased properties may incur a risk to CPNRF that the purchase may be revoked, CPNRF shall reserve the right to enforce the mortgage over the leased properties in accordance with the conditions relating to the collateral for the performance of the agreement specified in this Agreement, the Building Lease Agreement and area lease agreement in order to compensate CPNRF for the remaining amount of rental fee for the leased properties, the deposit, as well as any other monies or benefits that Central Rama 3 has received in the name of CPNRF according to the proportion of the remaining lease term . This shall include damages and /or other costs incurred from the default . The damages shall be initially calculated based on the compensation for the loss of benefits resulted from CPNRF’s inability to use the leased properties under this Agreement, the Building Lease Agreement and area lease agreement according to the period specified in such Agreements, as well as the exercising of the right to renew this Agreement with reference to the latest appraisal reports prepared by the appraisal company included in the list approved by the Office of the SEC .

Both parties agree to calculate the price for the exercising of the right to purchase the aforementioned properties from the remaining lease value that CPNRF has paid in advance proportionately to the remaining lease term together with the deposit that CPNRF has paid to Central Rama 3 (if any ). CPNRF shall pay for the purchase price of such properties by setting off with Central Rama 3 according to such lease value whereby CPNRF is not required to make additional payment for the purchased properties .

After the exercising of the right to purchase the aforementioned properties, if CPNRF has an intention to purchase the remaining areas in the shopping complex building which are, at that time, not the leased properties under this Agreement at (entire purchase ) and CPNRF is able to raise fund to pay for such properties price, both parties shall agree on the sale and purchase of such properties at the price to be agreed by both parties with reference to the average appraisal price determined by at least 2 appraisers proposed by either party . Such appraisers must be included in the list of appraisers approved by the Office of the SEC . However, the purchase price must not be higher than the lowest estimated price of more than 20 percent of the

Attachment 4 Page 21 Attachment 4

price determined by the appraisers, unless otherwise prescribed by rules, notifications or requirements of the Office of the SEC .

All fees, expenses and taxes relating to the registration for transfer of ownership of the properties shall be wholly borne by CPNRF, except for the corporate income tax and specific business tax (if any ) which shall be borne by Central Rama 3 .

(2) In the event that Central Rama 3 violates any provisions in this Agreement, or the Building Lease Agreement, area lease agreement, or the mortgage agreement, or breaches the covenants in this Agreement whereby such breach is not caused by CPNRF’s non -performance or failure of performance or defective performance of the duties this Agreement, CPNRF shall claim for damages from Central Rama 3 due to such breach and this shall not result in termination of this Agreement .

(3) In the event that CPNRF violates or fails to comply with any provisions in this Agreement or breaches the covenants in this Agreement, whereby such breach is not resulted from CPN’s (or individual or juristic person nominated by CPN to perform the duty of the Property Manager in its place ), as the Property Manager of CPNRF, non -performance, failure of performance or defective performance, Central Rama 3 shall claim damages from CPNRF for such breach and this shall not result in termination of this Agreement .

(4) Upon expiry of the lease term under the Agreement, if the parties agree to terminate the Agreement, or there is a dissolution of CPNRF pursuant to the details described in the Fund Scheme, or in case where the law or the SEC or the Office of the SEC orders dissolution of CPNRF, it shall be deemed that this Agreement is terminated. In this regard, neither party has the right to claim for damages, expenses, monies or other benefits from the other party, unless otherwise agreed by both parties .

(5) In the event that the unitholders have passed the resolution to dissolve the project whereby CPN and the related persons have also passed the resolution to dissolve CPNRF, this Agreement shall be deemed terminated . Central Rama 3 must return to CPNRF the remaining amount of the rental fee, the deposit, as well as any other monies or benefits that Central Rama 3 has received in the name of CPNRF according to the proportion of the remaining lease term, including the compensation for the loss of benefits resulted from CPNRF’s inability to use the leased properties during the lease period specified in this Agreement .

(6) In the event that the leased land falls within the expropriated area or reserved area or observed area for expropriation in accordance with any notifications or law on expropriation or other laws, this Agreement shall be deemed terminated whereby Central Rama 3 must return to CPNRF the remaining rental fee of the leased properties by calculating from the

Attachment 4 Page 22 Attachment 4

remaining rental value that CPNRF has paid in advance proportionately to the remaining lease term including the period for exercising of the renewal right of this Agreement, and the deposit and any other monies or benefits that Central Rama 3 has received in the name of CPNRF (if any ) according to the proportion of the remaining lease term as specified in this Agreement .

(7) When this Agreement is terminated upon expiry or it is suspended by other causes resulted from CPNRF’s non -performance or failure of performance, CPNRF shall return to Central Rama 3 the leased properties in existing condition at that time, together with the component parts and equipment, whether fixed or not permanently fixed to the leased properties, as well as the utilities systems and any other monies or assets that CPNRF has received in the name of Central Rama 3 (if any ).

If this Agreement is terminated by other causes other than those mentioned in the first paragraph, except in case where the termination of this Agreement resulting from CPNRF’s exercising of the right to purchase the assets or enforce the mortgage, CPNRF shall return the leased properties to Central Rama 3 in existing condition at the date of termination, exclusive of the utilities systems, component parts, and the equipment, whether fixed or not permanently fixed to the leased properties . If Central Rama 3 intends to purchase the utilities systems, component parts, and the equipment, whether fixed or not permanently fixed to the leased properties, both parties agree to determine the price for transfer of such properties, subject to the accounting value of those properties less depreciation by straight line method for a period of 10 years .

(8) During the period of remedy of the default, if Central Rama 3 violates or fails to comply with the provisions in this Agreement or breaches the covenants in this Agreement, and in case where CPNRF violates or fails to comply with the provisions specified in this Agreement or breaches the covenants in this Agreement, if any damage incurred to the party who is not in breach of this Agreement, such non -breaching party has the right to claim for damages from the other party who is in violation of or is incompliance with the provisions or in breach of the covenants in this Agreement .

(9) In case where CPNRF exercises its right to terminate the Agreement under Clause (1) and (2), CPNRF reserves the rights to use the leased properties until the end of the lease term and upon CPNRF’s receipt of payments for damages, remaining rental fee for the subleased land, including other monies or benefits from Central Rama 3 during this period . However, CPNRF is unable to claim for damages, the remaining rental fee, including other monies or benefits from Central Rama 3 during this period, except CPNRF is able to prove that CPNRF has suffered damage caused by such event beyond the benefits that CPNRF would have received during such period . In this regard, Central Rama 3 agrees to be liable for such excessive

Attachment 4 Page 23 Attachment 4

damage .

2.2.2 Summary of (Partial ) Building Lease Agreements, CentralPlaza Rama 3 Project

Lessor Central Pattana Rama 3 Co ., Ltd . ( “Central Rama 3 ”)

Lessee CPN Retail Growth Leasehold Property Fund (“CPNRF ”)

Leased A shopping complex building with parking space therein, which is a part of the Properties shopping complex building of CentralPlaza Rama 3 Project, which is an 8- storey building with 3 basements, located at No . 79, 79 /1, 79 /2, 79 /4-79 /333, Sathu Pradit Road, Chong Nonsi Sub -district, Yannawa District, Bangkok, on Title Deed No . 53132 and 53133, Land No . 379 and 380 respectively, located at Tambon Chong Nonsi, Amphoe Yannawa, Bangkok, with the approximate leasable area of 170,168 .67 square meters . This excludes certain parts of the areas in the shopping complex building where Central Rama 3 has leased out to the retail tenants paying rental fee in consideration for leasehold rights in the form of the long -term lease agreements, as well as certain parts of the building where Central Department Store is located and is under the ownership of Ratchada Nonsi Department Store Co ., Ltd .

Lease Term Having the material conditions similar to the Land Lease Agreement of CentralPlaza Rama 3 Project .

Right to Renew Having the material conditions similar to the Land Lease Agreement of Lease CentralPlaza Rama 3 Project . Agreement upon Expiry

Conditions on Having the material conditions similar to the Land Lease Agreement of Renewal of CentralPlaza Rama 3 Project . Lease Agreement upon Expiry

Rental Fee Having the material conditions similar to the Land Lease Agreement of CentralPlaza Rama 3 Project, except the amount of rental fee .

Duties of Having the material conditions similar to the (Partial ) Building Lease CPNRF Agreements of CentralPlaza Rama 2 Project, except the party which is Central Rama 3, and the following conditions :

(1) During the time of enforcement of this Agreement, CPNRF allows Central Rama 3, Ratchada Nonsi Department Store Co ., Ltd ., and other tenants leasing the areas in the shopping complex building who are not the sublessees of the leased properties under this Agreement to use the

Attachment 4 Page 24 Attachment 4

common area, parking space, roads surrounding the shopping complex building, and related areas of the shopping complex building which are CPNRF’s leased properties . The aforesaid areas shall be deemed as the common areas for mutual use .

(2) CPNRF agrees to allow Central Rama 3 and /or CPN to use the utilities systems relating to the leased properties under CPNRF’s ownership of order to provide services to the retail tenants who are not the sublessees of the leased properties under this Agreement and have paid for the rental fee in consideration for leasehold rights in the form of the long -term lease agreements and to use the building areas on which Central Department Store is situated which is under Ratchada Nonsi Department Store Co ., Ltd .’s ownership .

Duties of Having the material conditions similar to the Land Lease Agreement of Central Rama 3 CentralPlaza Rama 3 Project .

Collateral to Having the material conditions similar to the Land Lease Agreement of Secure CentralPlaza Rama 3 Project . Compliance with Agreement

Insurance Having the material conditions similar to the (Partial ) Building Lease Agreement of CentralPlaza Rama 2 Project, except conditions and purposes of the master land lease agreement which requires Central Rama 2 and the landlord to mutually gain benefits from the insurance on the building and constructions constructed on the leased land, as well as the party to the Agreement which is Central Rama 3 .

Damage or Having the material conditions similar to the (Partial ) Building Lease Destruction of Agreement of CentralPlaza Rama 2 Project, except the party to the Agreement, Leased which is Central Rama 3 . Properties

Transfer of Having the material conditions similar to the Land Lease Agreement of Leasehold Right CentralPlaza Rama 3 Project, include an additional condition that Central and Subleasing Rama 3 shall allow CPNRF to sublease the areas of the leased properties to the out third parties, either in whole or in part, under the terms and conditions set forth in this Agreement for the benefits of the operation of the shopping complex, without prior written consent from Central Rama 3.

Events of Having the material conditions similar to the Land Lease Agreement of Default or CentralPlaza Rama 3 Project, and including additional provisions on the events Causes of of default due to the breach of the Land Lease Agreement . Termination of Agreement

Consequences of Having the material conditions similar to the Land Lease Agreement of Default or

Attachment 4 Page 25 Attachment 4

Consequences of CentralPlaza Rama 3 Project, except the following conditions : Termination (1) During a period of 6 months after the date of termination of this Agreement, except for the termination which is resulted from CPNRF’s exercising of the right to purchase the leased properties or to enforce the mortgage, CPNRF shall promptly make an effort to deliver to Central Rama 3 the benefits (which is able to be delivered and /or not constitute violation of other people’s rights, but shall not include the rental deposit that CPNRF has received in advance ) in connection with the leased properties both before and on the termination date of this Agreement . Central Rama 3 agrees to compensate CPNRF for any monies or expenses that CPNRF has paid in connection with the leased properties for the period after the termination of this Agreement within 5 business days from the date which Central Rama 3 has received a written notice from CPNRF .

(2) In case where this Agreement is terminated by whatever causes, except for the termination which is resulted from CPNRF’s exercising of the right to purchase the leased properties or to enforce the mortgage during a period of 6 months after such termination, CPNRF shall provide assistance to Central Rama 3 as per its reasonable request in arranging for the tenants of the areas of the leased properties to enter into area lease agreement with Central Rama 3 . CPNRF shall hand over the rental deposit which CPNRF has received from the tenants of the leased properties prior to the date of the new area lease agreement (after deduction of all rental fees, service charges, or expenses incurred from each tenant (if any )) to Central Rama 3 (subject to the consent of each tenant ), or return such rental deposit to each tenant (if that tenant no longer wishes to lease the area from Central Rama 3), as the case may be . In this regard, all expenses relating to such arrangement shall be borne by Central Rama 3 (except the termination of this Lease Agreement is resulted from CPNRF’s breach ).

2.2.3 Summary of Land and Building Mortgage Agreement, CentralPlaza Rama 3 Project

Mortgagor Central Pattana Rama 3 Co ., Ltd . ( “Central Rama 3 ”)

Mortgagee CPN Retail Growth Leasehold Property Fund (“CPNRF ”)

Mortgaged Land subject to Title Deed No . 53132 and 53133, Land No . 379 and 380 Assets respectively, located at Tambon Chong Nonsi, Amphoe Yannawa, Bangkok, with the approximate area of 12 Rai, 2 Ngan, 44 6 /10 Square Wah, together with the buildings and constructions located at No . 79, 79 /1, 79 /2, 79 /4-79 /333, Sathu Pradit Road, Chong Nonsi Sub -district, Yannawa District, Bangkok, which have already been constructed on such land on the date of entering into

Attachment 4 Page 26 Attachment 4

this Agreement, and which will be further built as the first -class security .

Mortgage Limit THB 8,600 million

Mortgaged Any debts mortgaged as security as well as all interests, fees, expenses, legal Debts as fees, damages and compensation that CPNRF is entitled to request from Security Central Rama 3, which Central Rama 3 has not yet paid to CPNRF, including the following debts that has arisen out, or will arise, or are subject to the conditions :

(1) Damages due to Central Rama 3’s non -compliance with the provisions of the Land Lease Agreement and Building Lease Agreement, resulting in CPNRF’s inability to use the leased land or building of CentralPlaza Rama 3 Project .

(2) Damages, compensation for loss of benefits, or other expenses incurred or to be incurred from CPNRF’s inability to exercise the right to renew the Land Lease Agreement as specified in the Land Lease Agreement and Building Lease Agreement .

(3) Any amount of monies to be returned according to the Land and Building Lease Agreement, including damages incurred or to be incurred from returning of such amount of monies as defined in the Land Lease Agreement and Building Lease Agreement .

The parties agree to re -fix the mortgage limit when the value of the mortgaged assets, subject to the value of assets used by CPNRF’s property appraisers in determining the net asset value of CPNRF at any time plus 25 percent exceeds such mortgage limit .

Mortgage In case where Central Rama 3 fails to comply with any provisions specified in Enforcement this Agreement or the Land Lease Agreement and Building Lease Agreement, causing CPNRF to be unable to exercise the right to purchase the subleased land or the shopping complex building of CentralPlaza Rama 3 Project according to the conditions specified in the Land Lease Agreement and Building Lease Agreement, or in case where CPNRF has considered, along with legal opinions provided by at least 2 widely -accepted law firms, that the exercising of the right to purchase such leased properties contains a risk that CPNRF’s purchase may be revoked, Central Rama 3 shall permit the mortgagee to enforce the mortgage over the mortgaged assets in order to pay for the secured mortgage debts . In this regard, CPNRF must notify Central Rama 3 of its intention to enforce the mortgage in the form of written notice of not less than 7 days prior to mortgage enforcement .

Release of When Central Rama 3 has paid full amount of its debts under this Agreement Mortgage and when Central Rama 3 has fully performed all duties under the Land Lease Agreement and Building Lease Agreement, it shall be deemed that the duties and obligations of Central Rama 3 under this Agreement come to an end . In

Attachment 4 Page 27 Attachment 4

this regard, CPNRF agrees to release the mortgage over the mortgaged assets to Central Rama 3 promptly .

2.2.4 Summary of Undertakings Agreement, CentralPlaza Rama 3 Project

Parties Central Pattana Public Company Limited (“CPN ”) and CPN Retail Growth Leasehold Property Fund (“CPNRF ”)

Use of Name Having the material conditions similar to the Undertakings Agreement of and /or CentralPlaza Rama 2 Project . Trademark

Shareholding in Throughout the period which the Land Lease Agreement of Central Rama 3 Central Rama 3 remains in effect, CPN agrees not to sell, dispose of, transfer the rights, or incur any encumbrances to the shares of Central Rama 3 held by CPN to any person or juristic person . Furthermore, CPN shall maintain its shareholding proportion in Central Rama 3 at the rate of not less than 51 percent of total shares with voting rights throughout the period .

Undertaking to CPN agrees to control, monitor, and take any actions necessary for the Control purposes of prevention and remedy to ensure that Central Rama 3 and /or any of Compliance with its affiliates who own any property in which CPNRF invests or which CPNRF Agreement possesses in order to seek benefits shall strictly comply with the terms and conditions under the agreements under which such person is a contractual party with CPNRF, including but not limited to, the Land Lease Agreement of Central Rama 3, the Utilities Systems Purchase Agreement as well as any other documentation and agreements in connection with and relevant to the investment of CPNRF in the properties of CPN and /or Central Rama 3 and /or any company under control of CPN .

2.3 CentralPlaza Pinklao Project

2.3.1 Summary of Land Sublease Agreement, CentralPlaza Pinklao Project

Sublessor Central Pattana Public Company Limited (“CPN ”)

Sublessee CPN Retail Growth Leasehold Property Fund (“CPNRF ”)

Leased Land subject to Title Deed No . 1041, Land No . 463, Survey Page No . 220, and Properties land subject to Title Deed No . 1054, Land No . 460, Survey Page No . 233, located at Tambon Bang Bumru, Amphoe Bang Phlat Bangkok, with the approximate area of 24 Rai, 2 Ngan, 84 Square Wah .

Attachment 4 Page 28 Attachment 4

Lease Term From the date of registration for subleasehold right under this Agreement until 31 December 2024 .

Right to Renew In case where CPN and /or any companies under control of CPN is granted the Land Sublease right and /or is able to renew the land lease agreement of CentralPlaza Pinklao Agreement upon Project with Central Department Store Co ., Ltd . (the master land lease Expiry agreement ) upon expiry of the existing master land lease agreement, CPN and /or the companies under control of CPN agrees to inform CPNRF of the conditions and fee for renewal of this Land Sublease Agreement within 60 days from the date on which CPN and /or the companies under control of CPN has agreed on the conditions and fees for the renewal of the master land lease agreement with the landlord, or within any other period after CPN or the companies under control of CPN has completed any process as prescribed by the relevant laws . In this regard, CPN agrees to grant the Right of First Refusal to CPNRF to purchase and /or accept transfer of ownership right and/or accept transfer of possession and /or lease and /or sublease the immovable properties of CentralPlaza Pinklao Project .

Conditions on (1) Value and conditions on the purchase and /or acceptance of transfer of Renewal of Land ownership right and /or acceptance of the transfer of possession and /or Sublease lease and /or sublease of the immovable properties of CentralPlaza Pinklao Agreement upon Project shall depend on negotiations and agreements between CPNRF and Expiry CPN in the future;

(2) CPN and /or the companies under control of CPN still serves as the Property Manager of the properties of CentralPlaza Pinklao Project . However, CPN reserves the right to offer the Right of First Refusal to CPNRF in case where CPN ceases to perform the duty of the Property Manager of CPNRF; and

(3) If CPNRF wishes to exercise its right to invest in the immovable properties of CentralPlaza Pinklao Project, CPNRF must provide CPN with a prior written notice within 6 months upon the date on which CPNRF has been notified by CPN as mentioned above or within any other period to be agreed by both parties .

Rental Fee CPNRF has paid full amount of the rental fee for the subleased land on the registration date of this Agreement .

Duties of Having the material conditions similar to the Land Sublease Agreements of CPNRF CentralPlaza Rama 2 Project, except the party to the Agreement which is CPN, and the following conditions :

(1) As Central Pinklao Department Store Co ., Ltd . and CPN have the ownership and /or the rights to mutually use certain areas of the immovable properties of CentralPlaza Pinklao Project, CPNRF agrees to grant the right to use the roads surrounding the immovable properties of

Attachment 4 Page 29 Attachment 4

CentralPlaza Pinklao Project as well as the entries and exits of such immovable properties to Central Pinklao Department Store Co ., Ltd . and CPN as well as the tenants leasing the areas under the right of Central Pinklao Department Store Co ., Ltd . and CPN and their customers including any persons having permission of Central Pinklao Department Store Co ., Ltd . and CPN, by taking into account the benefits of the operation of the shopping complex . However, if the use of properties by such persons causes damage or expenses to CPNRF, CPN shall be responsible for the damages.

Duties of CPN CPN shall allow CPNRF to fully use the subleased land under terms and conditions set forth in this Agreement and the master land lease agreement without depriving of the rights or any actions which causes or may cause CPNRF to be unable to use the subleased land, whether in whole or in part . CPN shall also cooperate with CPNRF to request for permission from any persons or to file applications for permission of any relevant government authorities (if any ), e .g. application for construction permit and /or addition, etc . for the benefits of taking any actions under this Agreement .

Covenants of Having the material conditions similar to the Land Sublease Agreements of CPN CentralPlaza Rama 2 Project, except the party to the Agreement which is CPN .

Transfer of Having the material conditions similar to the Land Sublease Agreements of Leasehold Right CentralPlaza Rama 2 Project, except the party to the Agreement which is CPN . and Subleasing out

Events of Upon occurrence of any events specified below : Default or Causes of (1) In the event that CPN willfully violates or fails to comply with any Termination of provisions specified in this Agreement, or breaches any covenants in this Agreement Agreement and CPN fails to remedy such breach within 90 days from the date on which CPN has been notified of or has been aware of such breach, or within the period agreed by both parties .

(2) In the event that CPN violates any conditions of the loan agreement or any obligations or any other liabilities which it has to any person, in the aggregate value of more than half of CPN’s shareholders’ equity value which may lead CPN to bankruptcy or business reorganization and CPN fails to remedy such breach within 180 days from the date CPN has been aware of or there has been a reason to be aware of such breach, unless CPN is able to prove and confirm in writing satisfactorily to CPNRF that such default does not materially impact the financial status of CPN which may lead CPN to bankruptcy or business reorganization, and such breach does not materially impact CPNRF’s exercising of its rights under this Agreement .

(3) In the event that CPN is under receivership or adjudged bankrupt by the

Attachment 4 Page 30 Attachment 4

court or is under the process of dissolution, liquidation or the court has ordered for its business reorganization, which CPNRF considers such event to have impact on the ability of CPN to repay the debt or to comply with this Agreement .

(4) In the event that CPNRF violates or fails to comply with any provisions specified in this Agreement, or breaches any covenants in this Agreement and CPNRF fails to remedy such breach within 60 days from the date CPNRF has been notified or aware of such breach, or within the period agreed by both parties, except in case where non -compliance of any provisions or conditions in this Agreement is resulted from CPN’s, as the Sublessor under this Agreement or as the Property Manager (or individual or juristic person nominated by CPN to perform the duty of the Property Manager in its place ) willful or negligent performance of the duties specified in the Property Manager Appointment Agreement or the Fund Scheme .

(5) Upon expiry of the lease term specified in the Agreement .

(6) The parties agree to terminate the Agreement .

(7) (a) In the event of dissolution of CPNRF according to the details described in the Fund Scheme and CPNRF has notified CPN of CPNRF’s dissolution in writing .

(b) In case where the unitholders resolved to approve the dissolution of the project whereby CPN and the group of the same persons have also passed the resolution to dissolve CPNRF, except in case where such resolution of CPN and the group of the same persons is passed for the benefits of CPNRF and subject to the requirement of the management company .

(8) In the event that the law, or the SEC or the Office of the SEC orders for the dissolution of CPNRF, whereby CPNRF does not violates and /or breaches any rules, regulations, law and /or other relevant regulations, and /or the dissolution is not due to CPN’s fault as the Property Manager of CPNRF and CPNRF has notified CPN of its dissolution in writing . Both parties shall have mutual duty and shall, at their best endeavor, prevent this Agreement from being suspended due to the change in law, or an order of any government authorities so far as it is not contrary to the law or the order of the government authorities in effect at that time, such as establishment of or procurement of any person to accept the transfer of the rights and obligations of CPNRF under this Agreement .

(9) In the event that the subleased land, whether in whole or in substantial part, falls within the expropriated area or reserved area or the observed area for expropriation in accordance with any notifications or law regarding expropriation, or other law which materially causes CPNRF to

Attachment 4 Page 31 Attachment 4

be unable to use the leased properties .

10 ) In the event that the Building Lease Agreement is no longer in effect due to the causes specified in the Building Lease Agreement .

Consequences of (1) In the event that CPN willfully violates or fails to comply with the Default or provisions specified in this Agreement or breaches the covenants in this Consequences of Agreement and such breach is not caused by CPNRF’s non -performance Termination or failure of performance or defective performance of the duties this Agreement, CPNRF shall claim damages from CPN for such breach and this shall not result in termination of this Agreement, except such damage had occurred from CPN’s willful violation or non -compliance with the provisions in this Agreement causing material impact on the leased properties or materially causing impact on the benefits or the rights of CPNRF in using the leased properties under this Agreement which shall result in CPNRF’s exercising of the right to become the direct party with the existing lessor under the master land lease agreement in place of CPN . However, CPNRF is unable to exercise such right completely according to the laws in effect at that time which is not due to CPNRF’s fault, and in case where CPN or Central Department Store Co ., Ltd . willfully or negligently performed any act causing CPNRF to be unable to exercise such right, or causing CPNRF to decide not to exercise such right as it may incur the burden rather than the benefits to CPNRF, CPNRF shall have the right to terminate this Agreement immediately . In this regard, CPN must return to CPNRF the remaining rental fee for the subleased land, as well as any other monies or benefits that CPN has received in the name of CPNRF according to the proportion of the remaining lease term, and the compensation for loss of benefits incurred from CPNRF’s inability to use the leased properties according to the period specified in this Agreement .

(2) In the event that CPN violates any conditions of the loan agreement or obligations or any other liabilities it has to any persons and CPN is under receivership or adjudged bankrupt by the court’s order or it is in the process of dissolution or liquidation or the court has ordered for its business reorganization, CPNRF is therefore unable to exercise the right to legally become the direct party with the existing lessor under the master land lease agreement in place of CPN according to the law in effect at that time, which is not due to CPNRF’s fault, and in case where CPN or Central Department Store Co ., Ltd . willfully or negligently performs any act causing CPNRF to be unable to exercise its right, or causing CPNRF to decide not to exercise such right as it may incur the burden rather than the benefits to CPNRF, CPNRF shall have the right to terminate this Agreement immediately . In this regard, CPN must return to CPNRF the remaining rental fee for the subleased land, as well as any other monies or benefits that CPN has received in the name of CPNRF according to the proportion of the remaining lease term, and the compensation for loss of benefits incurred from CPNRF’s inability to use the leased properties

Attachment 4 Page 32 Attachment 4

according to the period specified in this Agreement. The termination shall not deprive the right to claim for damages and /or any other expenses incurred as a result of such default, except the occurrence of such default by CPN is caused by CPNRF’s non -performance or failure of performance under this Agreement .

(3) In the event that CPNRF violates or fails to comply with the provisions specified in this Agreement or breaches the covenants given in this Agreement, CPN shall claim damages from CPNRF for such breach, and this shall not result in termination of this Agreement, except such damage occurred due to CPNRF’s willful violation or non -compliance with the provisions specified in this Agreement causing material impact on the leased properties under this Agreement . In this regard, CPN shall have the right to terminate this Agreement immediately whereby CPN is not required to return the remaining rental fee to CPNRF .

(4) Upon expiry of the lease term under this Agreement, if the parties agree to terminate the Agreement or CPNRF is dissolved pursuant to the Fund Scheme details or in case where the law or the SEC or the Office of the SEC orders dissolution of CPNRF, whereby CPNRF does not violate and /or breach any related rules, law and /or other relevant regulations and /or such event is not due to CPN’s fault as the Property Manager of CPNRF, this Agreement shall be deemed is terminated. In this regard, either party has no right to claim for damages, expenses, rental fee, or monies or other benefits from the other party . In this regard, CPN is not required to return the remaining rental fee to CPNRF unless both parties agreed otherwise.

(5) In the event that the unitholders have passed the resolution to dissolve the project, whereby CPN and the group of the same persons have also passed the resolution to dissolve CPNRF, this Agreement shall be deemed terminated . In this regard, CPN must return to CPNRF the remaining rental fee for the subleased land as well as any other monies or benefits that CPN has received in the name of CPNRF according to the proportion of the remaining lease term, and the compensation for the loss of benefits due to CPNRF’s inability to use the leased properties during the lease term in this Agreement . In case where such resolution of CPN and the group of the same persons has been passed for benefits of CPNRF and subject to the requirement of the management company, Clause (4) shall apply .

(6) In the event that the subleased land, whether in whole or in substantial part, falls within the expropriated area or reserved area or observed area for expropriation, CPNRF is entitled to decide whether or not this Agreement should be terminated whereby CPNRF shall consider to what extent such expropriation shall cause material impact . If CPNRF has considered that this Agreement should be terminated, CPN must return to

Attachment 4 Page 33 Attachment 4

CPNRF the remaining rental fee for the subleased land, as well as any other monies or benefits that CPN has received in the name of CPNRF (if any ) according to the proportion of the remaining lease term as specified in this Agreement .

(7) In the event that the Building Lease Agreement is no longer in effect by whatever causes as specified in the Building Lease Agreement and such event is not resulted from CPNRF’s non -performance or failure of performance or defective performance of the duties this Agreement, this Agreement shall be deemed terminated and CPN must return the remaining sublease fee of the leased properties to CPNRF calculated based on the remaining amount of sublease value paid in advance by CPNRF proportionately to the remaining sublease period, as well as any other monies or benefits that CPN has received in the name of CPNRF (if any ) according to the proportion of the remaining sublease period specified in this Agreement .

(8) In the event that the Building Lease Agreement is no longer in effect due to the events specified in the Building Lease Agreement, whereby such event is not resulted from willful or negligent performance or failure of performance or defective performance of CPN as the sublessor or as the Property Manager of CPNRF (or any person or juristic person nominated by CPN to act as the Property Manager in its place ). CPN shall claim for damages from CPNRF and CPN is not required to return the remaining rental fee to CPNRF . However, if such event is not resulted from either party’s non -performance or failure of performance or defective performance under this Agreement, this Agreement shall be deemed terminated whereby either party has no right to claim for damages, expenses, or monies or other benefits from the other party . In this regard, CPN is not required to return the remaining rental fee to CPNRF, unless both parties agreed otherwise .

(9) When this Lease Agreement is terminated by whatever causes specified in this Agreement, CPNRF shall hand over to CPN the subleased land in existing condition at that time together with any other monies or assets (if any ) that CPNRF has received in the name of CPN .

(10 ) During the period of remedy of the default, if CPN willfully violates or fails to comply with any provisions or breaches any covenants in this Agreement, and if CPNRF willfully violates or fails to comply with any provisions or breaches any covenants in this Agreement, if any damages incurred to the party who is not in breach of this Agreement, such non - breaching party has the right to claim for damages from the other party who is in violation of or is incompliance with the provisions or in breach of the covenants in this Agreement .

(11 ) In case where CPNRF exercises its right to terminate the Agreement under

Attachment 4 Page 34 Attachment 4

Clause (1) and (2), CPNRF reserves the rights to use the leased properties until the end of the lease term and upon CPNRF’s receipt of payments for damages, the remaining rental fee paid for the subleased land, including other monies or benefits from CPN during this period . However, CPNRF is unable to claim for damages, the remaining rental fee for the subleased land, including other monies or benefits from CPN during this period, except CPNRF is able to prove that CPNRF has suffered damage caused by such event beyond the benefits CPNRF would have received during such period . In this regard, CPN, therefore, agrees to be liable for such excessive damage .

Special If there is any event that may cause termination of the master land lease Conditions agreement, whereby such event is due to CPN’s fault and CPN is unable to remedy or rectify such breach by any other methods except the methods specified in this clause, CPN must proceed to engage CPNRF to be the direct party to the master land lease agreement with the existing lessor in its place prior to the date on which the master land lease agreement will be terminated . In this regard, CPNRF is not required to be responsible for any additional expenses since CPN, as the lessee, has duly made advance payment for full amount of the rental fee according to such master land lease agreement . Furthermore, CPNRF is also not required to be responsible for any costs incurred in connection with the subrogation by CPNRF, subject to the terms and conditions of this Agreement .

2.3.2 Summary of (Partial ) Building Lease Agreements, CentralPlaza Pinklao Project

Lessor Central Pattana Public Company Limited (“CPN ”)

Lessee CPN Retail Growth Leasehold Property Fund (“CPNRF ”)

Leased Certain parts of immovable properties of CentralPlaza Pinklao Project, located Properties at 7 /3 to 7 /128, 7 /129 to 7 /221, 7 /222 to 7 /552 and 7 /553, Borommaratchachonnani Road, Aroon -amarin Sub -district, Bangkoknoi District, Bangkok, on Title Deed No . 1041 and 1054, located at Tambon Bang Bumru, Amphoe Bang Phlat, Bangkok, with the approximate leasable area of 185,671 square meters, comprising :

- (Partial ) CentralPlaza Pinklao shopping complex building, 7 -storey with 1 basement;

- (Whole ) Central Tower A Pinklao office building, 26 -storey;

- (Whole ) Central Tower B Pinklao office building, 18 -storey; and

- (Partial ) Parking space in those buildings .

Attachment 4 Page 35 Attachment 4

Those areas are exclusive of the following certain areas, e .g.

- Areas where CPN has leased from Central Pinklao Department Store Co., Ltd . ( on 5th and 6 th floors of Central department store building );

- Areas where CPN has leased out to retail tenants who have paid the rental fee in consideration for leasehold rights in the form of long -term lease agreement; and

- Parking space under ownership of the department store building and the areas according to CPN’s rights .

Lease Term Having the material conditions similar to the Land Sublease Agreement of CentralPlaza Pinklao Project .

Right to Renew Having the material conditions similar to the Land Sublease Agreement of Lease CentralPlaza Pinklao Project . Agreement upon Expiry

Conditions on Having the material conditions similar to the Land Sublease Agreement of Renewal of CentralPlaza Pinklao Project . Lease Agreement upon Expiry

Rental Fee CPNRF has paid the rental fee for the leased properties for leasehold right throughout the lease term on the date of leasehold registration under this Agreement . CPNRF also agrees and acknowledges that certain portion of the rental fee has been paid to Thai Business Property Fund 2 in order to compensate for the loss of benefits from using of the properties due to the early termination of the Agreement prior to its expiry .

Duties of Having the material conditions similar to the (Partial ) Building Lease CPNRF Agreements of CentralPlaza Rama 2 Project, except the party to the Agreement which is CPN and the following conditions :

(1) Throughout the time of enforcement of this Agreement, CPNRF allows CPN, Central Pinklao Department Store Co ., Ltd ., as well as customers and the contractual parties of CPN and Central Pinklao Department Store Co ., Ltd . and other tenants leasing the properties of CentralPlaza Pinklao Project who are not the sublessees of the leased properties under this Agreement to use the common area, parking space, and other areas relating to CPNRF’s leased properties . The aforesaid areas shall be deemed as the common areas for mutual use without any compensation, except in case where CPN has collected the benefits from the parking service, the parties shall further negotiate to share the revenues therefrom proportionately to the area occupancy by either party .

Attachment 4 Page 36 Attachment 4

(2) Throughout the term of this Agreement, CPNRF shall allow CPN to use the utilities systems relating to the leased properties to provide the service to the retail tenants paying rental fee in consideration for leasehold rights in the form of long -term lease agreements who are not the sublessees of the leased properties under this Agreement, as well as customers, the contractual parties and the retail tenants who are the lessees of certain of areas that are still under possession of CPN and Central Pinklao Department Store Co ., Ltd . for their business operation without any compensation . In case there are costs incurred from repair or maintenance of the utilities systems, CPN and CPNRF shall be mutually responsible for such costs pursuant to the proportion of their area occupancy .

Insurance Having the material conditions similar to the (Partial ) Building Lease Agreements of CentralPlaza Rama 2 Project, except the conditions and purposes of the master land lease agreement which requires Central Rama 2 and the landlord under the master land lease agreement to mutually obtain the benefits from insurance in the building and constructions on the leased land under the master land lease agreement, as well as the party to the Agreement which is CPN .

Damage or The “basic compensation ” means the compensation from insurance, which Destruction of excludes the compensation to be received from business interruption insurance Leased and /or any other types of insurance which each party has additionally acquired Properties at its own expenses .

(1) Under Clause (3) and unless otherwise agreed by both parties, in case where the leased properties are damaged, either wholly or materially, by any causes so that they can no longer be used for business operation, both parties agree to rebuild the leased properties at both parties’ expenses . CPN shall arrange for the reconstruction according to the plan, action plan, and budget to be agreed by both parties . The reconstruction must be completed within 3 years upon the occurrence of the damage . CPN shall also cooperate with CPNRF to request for consent from any persons, or request for permission from any related government agencies (if any ) for the purposes of taking any actions under this Agreement . The reconstruction costs and other related expenses shall be mutually borne by CPNRF and CPN proportionately to area occupancy of the immovable properties of CentralPlaza Pinklao Project at the time of the occurrence of damage to the leased properties . Both parties must use the basic compensation for the reconstruction and it shall be deemed that the rights and obligations of both parties under this Agreement continue in effect until the reconstruction of the new properties to replace the leased properties under this Agreement is complete . In this regard, both parties shall arrange for a new lease agreement (with the terms and conditions similar to those set forth in this Agreement ) upon the completion of the reconstruction (however, CPNRF shall be no longer obliged to pay the

Attachment 4 Page 37 Attachment 4

rental fee under the new lease agreement ).

However, in case where the damage mentioned above occurred during the last 5 years prior to the end of the lease term under this Agreement, CPNRF is entitled to terminate this Agreement .

(2) Subject to Clause (3) and unless otherwise agreed by both parties, in case where the leased properties are partially damaged by whatever causes, whereby the other parts of such leased properties are able to be used for business operation, CPNRF and CPN have the duty to repair such leased properties until they return to the normal condition pursuant to the actual damage occurred in the area occupied by either party at the time of the occurrence of such damage at either party’s own expenses. Such expenses shall not exceed the basic compensation that CPNRF and /or CPN has received from the insurance company, as the case may be .

(3) Unless otherwise agreed by both parties or CPNRF is able to obtain other sources of fund, in case where the construction costs or any other expenses with relating to or in connection with the construction and /or repair of the leased properties exceed the basic compensation either party has received, either party shall be responsible for the exceeding amount of the construction costs or the related expenses proportionately to the areas occupied by either party at that time (for the case under Clause (1)) , or subject to the areas occupied by either party at the time of the occurrence of such damage (for the case under Clause (2)) , as the case may be, whereby CPN agrees to make an advance payment for the amount of costs or expenses to be borne by CPNRF .

In the event that the leased properties are partially damaged according to Clause (2), CPNRF agrees to reimburse CPN for such amount of costs or expenses within 6 months from the first date of resuming the provision of services in the repaired areas, and to compensate for the expenses relating to the advance payment at the rate equivalent to the cost of borrowing that CPN has paid as the advance payment by calculating from the date of advance payment up to the date of reimbursement by CPNRF to CPN . In this regard, CPN and CPNRF shall mutually consider seeking sources of fund appropriate for making such advance payment .

In the event that the leased properties are totally or materially damaged according to Clause (1), whereby CPNRF does not exercise the right to terminate this Agreement as specified in Clause (1) paragraph 2, CPNRF is entitled to the options for reimbursement of the advance payment : ( a) reimburses the advance payment within 6 months from the first date of resuming the provision of services in the areas which are reconstructed or repaired to replace the leased properties under this Agreement and compensate for any expenses incurred from such advance payment at the same rate as specified in the above paragraph; or (b) consents to reduce CPNRF’s proportion of the occupied areas, whereby CPNRF shall be no

Attachment 4 Page 38 Attachment 4

longer required to reimburse CPN . In principle, the new proportion of the areas to be occupied by CPNRF and CPN shall be subject to all construction costs and expenses that both parties have paid or agree to pay for the reconstruction or repair as mentioned above.

However, before exercising the rights in (a) or (b) above, CPNRF reserves the right to propose such arrangements to the unitholders’ meeting for approval within 6 months from the date of resuming the service in the areas of the reconstructed or repaired leased properties to replace the leased properties under this Agreement . If such period has passed, CPNRF agrees to reduce its area occupancy subject to Clause (2) above as it deems appropriate .

Transfer of During the lease term, CPNRF shall not sublease the leased properties, Leasehold Right whether in whole or in part, to any person or allow any person to reside in the and Subleasing leased properties in its place, or incur any encumbrances which will result in out granting the right to other persons to use the leased properties, or transfer leasehold right, whether in whole or in part, to any person . However, for the benefits of operating the leasing of the shopping complex building and the office building, CPN shall allow CPNRF to sublease the leased properties to third parties, whether in whole or in part, without prior consent of CPN, except in the case where subleasing of the area is up to 1,000 square meters, CPNRF must obtain prior consent from CPN . Consent must be granted without delay or unreasonably withheld .

Events of Upon occurrence of any events specified below : Default or Causes of (1) In the event that CPN willfully violates or fails to comply with any of the Termination of provisions specified in this Agreement, or breaches any covenants in this Agreement Agreement and CPN fails to remedy such breach within 90 days from the date CPN has been notified of or has been aware of such breach, or within the period agreed by both parties .

(2) In the event that CPN violates any conditions of the loan agreement or any obligations or any other liabilities which it has to any person, in the aggregate value of more than half of CPN’s shareholders’ equity value which may lead CPN to bankruptcy or business reorganization, and CPN fails to remedy such breach within 180 days from the date on which CPN has been aware of or there has been a reason to be aware of such breach, unless CPN is able to prove and confirm in writing satisfactorily to CPNRF that such breach does not materially impact the financial status of CPN which may lead CPN to bankruptcy and such breach does not materially impact CPNRF’s exercising of rights under this Agreement .

(3) In the event that CPN is under receivership or adjudged bankrupt by the court, or CPN is under the process of dissolution, liquidation, or the court has ordered for its business reorganization which CPNRF considers such event to have impact on the ability of CPN to repay the debt or to comply

Attachment 4 Page 39 Attachment 4

with this Agreement .

(4) In the event that CPNRF willfully violates or not fails to comply with any provisions specified in this Agreement, or breaches any covenants in this Agreement and CPNRF fails to remedy such breach within 60 days from the date that CPNRF has been notified or aware of such breach, or within the period agreed by both parties, except in case where the non - compliance of any provisions or conditions in this Agreement resulted from CPN’s, as the Lessor or as the Property Manager (or individual or juristic person nominated by CPN to perform the duty of the Property Manager in its place ), willful or negligent performance of the duties as specified in the Property Manager Appointment Agreement or the Fund Scheme .

(5) Upon expiry of the lease term specified in the Agreement .

(6) The parties agree to terminate the Agreement .

(7) (a) In the event of dissolution of CPNRF according to the details described in the Fund Scheme and CPNRF has notified CPN of CPNRF’s dissolution in writing .

(b) In the event that the unitholders have passed the resolution to dissolve the project whereby CPN and the group of the same persons have also passed the resolution to dissolve CPNRF, except in case where such resolution of CPN and the group of the same persons is passed for the benefits of CPNRF and subject to the requirement of the management company .

(8) In the event that the law or the SEC or the Office of the SEC orders dissolution of CPNRF, whereby CPNRF does not violates and /or breaches any rules, regulations, law, and /or other relevant regulations and /or the dissolution is not due to CPN’s fault, and CPNRF notifies CPN of CPNRF’s dissolution in a writing . Both parties shall have mutual duty and shall, at their best endeavor, prevent this Agreement from being suspended due to the change in law, or an order of any government authorities so far as it is not contrary to the law or the order of the government authorities in effect at that time, such as establishment of or procurement of any person to be a transferee of the rights and obligations of CPNRF under this Agreement .

(9) In the event that the leased properties, whether in whole or in substantial part, falls within the expropriated area or reserved area or the observed area for expropriation in accordance with any notifications or law regarding expropriation or other law, which materially causes CPNRF to be unable to use the leased properties .

Consequences of (1) In the event that CPN willfully violates or fails to comply with the

Attachment 4 Page 40 Attachment 4

Default or provisions specified in this Agreement or it breaches the covenants in this Consequences of Agreement and such breach is not caused by CPNRF’s non -performance Termination or failure of performance or defective performance under this Agreement, CPNRF shall claim damages from CPN for such breach and this shall not result in termination of this Agreement, except such damage had occurred from CPN’s willful violation or non -compliance with the provisions in this Agreement causing material impact on the leased properties and materially causing impact on the rights of CPNRF . In this regard, CPNRF is entitled to terminate this Agreement immediately and CPN must return to CPNRF the remaining rental fee for the leased properties, as well as any other monies or benefits that CPN has received in the name of CPNRF proportionately to the remaining lease term, including the compensation for loss of benefits due to CPNRF’s inability to use the leased properties according to the period specified in this Agreement.

(2) In the event that CPN violates any conditions of the loan agreement or obligations or any other liabilities it has to any persons and CPN is under receivership or adjudged bankrupt by the court’s order or it is in the process of dissolution, liquidation or the court has ordered for its business reorganization, CPNRF shall have the right to terminate this Agreement immediately . In case CPNRF exercises the termination right, CPN must return to CPNRF the remaining rental fee, as well as any other monies or benefits that CPN has received in the name of CPNRF according to the proportion of the remaining lease term, and the compensation for loss of benefits incurred from CPNRF’s inability to use the leased properties according to the period specified in this Agreement. The termination shall not deprive CPNRF’s right to claim for damages and /or any other expenses incurred as a result of such default, except the occurrence of such default by CPN is caused by CPNRF’s non -performance or failure of performance under this Agreement .

(3) In the event that CPNRF willfully violates or fails to comply with the provisions specified in this Agreement or it breaches the covenants given in this Agreement, CPN shall claim for damages from CPNRF for such breach and this shall not result in termination of this Agreement, except such damage occurred due to CPNRF’s willful violation or non - compliance with the provisions specified in this Agreement causing material impact on the leased properties under this Agreement . In this regard, CPN shall have the right to terminate this Agreement immediately and it is not required to return the remaining rental fee to CPNRF .

(4) Upon expiry of the lease term, if the parties agree to terminate the Agreement or CPNRF is dissolved pursuant to the Fund Scheme, or in case where the law or the SEC or the Office of the SEC orders dissolution of CPNRF whereby CPNRF does not violate and /or breaches any related rules, law and /or other relevant regulations and /or is not due to CPN’s fault, this Agreement shall be deemed terminated whereby either party has

Attachment 4 Page 41 Attachment 4

no right to claim for damages, expenses, rental fee or monies or other benefits from the other party . In this regard, CPN is not required to return the remaining rental fee for the leased properties to CPNRF, unless agreed otherwise by both parties .

(5) In the event that the unitholders have passed the resolution to dissolve the project whereby CPN and the group of the same persons have also passed the resolution to dissolve CPNRF, this Agreement shall be deemed terminated . In this regard, CPN must return to CPNRF the remaining rental fee paid for the leased properties as well as any other monies or benefits that CPN has received in the name of CPNRF proportionately to the remaining lease term, including the compensation for the loss of benefits due to CPNRF’s inability to use the leased properties according to the lease term in this Agreement . In case where such resolution of CPN and the group of the same persons has been passed for benefits of CPNRF and subject to the requirement of the management company, Clause (4) shall apply .

(6) In the event that the leased properties, whether in whole or in substantial part, falls within the expropriated area or reserved area or observed area for expropriation, CPNRF is entitled to decide whether or not this Agreement should be terminated, whereby CPNRF shall consider to what extent such expropriation shall make substantial impact . If CPNRF has considered that this Agreement should be terminated, CPN must return to CPNRF the remaining rental fee for the leased properties, as well as any other monies or benefits that CPN has received in the name of CPNRF (if any ) proportionately to the remaining lease term as specified in this Agreement .

(7) Upon termination of this Agreement by whatever causes as specified in this Agreement, CPNRF shall return to CPN the leased properties in existing condition at that time together with the components parts and equipment, whether fixed or not permanently fixed to the leased properties, as well as to return any other monies or properties that CPNRF has received in the name of CPN (if any ). This includes the return of the rental deposit which CPNRF has received from the sublessees of the leased properties to either the sublessees, or CPN (as the case may be ).

Furthermore, during the period of 6 months after the date of termination of this Agreement, CPNRF shall make an effort to deliver the benefits (which is able to be delivered and /or not constitute violation of other people’s rights, and not include the rental deposit that CPNRF will provide according to Clause (10 )) that CPNRF has received in advance in connection with the leased properties both before and on the termination date of this Agreement to CPN or the persons who are entitled to such benefits immediately . CPN agrees to repay CPNRF for any monies or expenses that CPNRF has paid in connection with the leased properties for

Attachment 4 Page 42 Attachment 4

the period after the termination of this Agreement within 5 business days from the date which CPN has received a written notice from CPNRF .

(8) During the period of remedy of the default, if CPN’s willfully violates or fails to comply with the provisions in this Agreement or breaches the covenants in this Agreement, and if CPNRF willfully violates or fails to comply with the provisions in this Agreement or breaches the covenants in this Agreement, if any damage incurred to the party who is not in breach of this Agreement, such non -breaching party has the right to claim for damages from the other party who is in violation of or is incompliance with the provisions or in breach of the covenants in this Agreement .

(9) In case where CPNRF exercises its right to terminate the Agreement under Clause (1) and (2), CPNRF reserves the rights to use the leased properties until this Agreement is terminated and upon CPNRF’s receipt of payments for damages, remaining rental fee paid for the leased properties, including other monies or benefits from CPN . However, CPNRF is unable to claim the damages, the remaining rental fee, including other monies or benefits from CPN during this period, except CPNRF is able to prove that CPNRF has suffered damage caused by such event beyond the benefits that CPNRF would have received during such period . In this regard, CPN, therefore, agrees to be liable for such excessive damage .

(10 ) In case where CPNRF exercises the right to terminate the Agreement under the agreed provisions, but the damage occurred during the last 5 years prior to the end of the lease term, CPN is not required to return the remaining rental fee .

In addition, CPNRF agrees to deliver to CPN all compensation received from the property all risks insurance as the insured . Furthermore, the parties shall mutually exercise their rights to claim for all compensation from the insurer, including but not limited to the property all risks insurance and business interruption insurance in full as per the right that either party will be entitled as the insured . However, CPNRF reserves the right to receive from the insurer full amount of compensation from the business interruption insurance as per CPNRF’s right in order to compensate CPNRF for its loss of benefits from exercising of the termination right .

(11 ) In case where this Agreement is terminated by whatever causes during a period of 6 months after such termination, CPNRF shall provide assistance to CPN as per its reasonable request in engaging the tenants of the areas of the leased properties to enter into area lease agreement with CPN . CPNRF shall hand over the rental deposit which it has received from the tenants prior to the date of entering into new area lease agreement (after deduction of all rental fees, service charges, or expenses incurred from each tenant (if any )) to CPN (subject to consent by each tenant ), or to

Attachment 4 Page 43 Attachment 4

each tenant (if that tenant no longer wishes to lease the area from CPN ), as the case may be . In this regard, all expenses relating to such engagement shall be jointly borne by CPN and CPNRF (except the termination of this Agreement is resulted from CPNRF’s breach or in case where the law or the SEC or the Office of the SEC orders dissolution of CPNRF whereby it is not due to CPN’s fault ).

2.3.3 Summary of Lease Agreement for Utilities Systems, CentralPlaza Pinklao Project

Lessor Central Pattana Public Company Limited (“CPN ”)

Lessee CPN Retail Growth Leasehold Property Fund (“CPNRF ”)

Leased Electrical system, utilities system, telephone system, elevators, escalators, air Properties conditioning system, engineering works system, wastewater treatment system, and various facilities that have been installed and used in the immovable properties of CentralPlaza Pinklao Project, as well as any rights relating to or in connection with the aforementioned systems (as the case may be ) ( CPN has accepted the transfer of the utilities systems in connection with the immovable properties of CentralPlaza Pinklao Project from Central Reality Service Co ., Ltd .).

Lease Term Having the material conditions similar to the Land Sublease Agreement of CentralPlaza Pinklao Project .

Rental Fee CPNRF has paid full amount of the rental fee on the date of registration for leasehold right as specified in this Agreement .

Transfer of The parties agrees that the possession over the leased properties under this Possession Agreement shall be effected as the complete transfer of possession of the leased properties on the date of registration for leasehold right as specified in the Building Lease Agreements, and the payment for the price has been made as specified in this Agreement (“Date of Transfer of Possession ”).

Transfer of So long as CPN or any person or juristic person nominated by CPN to perform Right under the duty of the Property Manager of CPNRF in its place continues performing Service the duty of the Property Manager of CPNRF, CPNRF shall grant the right to Agreement and CPN to collect monies or any other benefits relating to or in connection with Bearing of Costs the provision of the utilities systems service over which CPNRF has the possession, e .g. common area service, cooling service and smoke evacuation service, water and electricity costs (based on the meters of each tenant ), etc . Such benefits shall be paid to the relevant government agencies or any other related persons (if any ) for CPNRF . However, in case where CPN or any persons assigned by CPN no longer performs the duty of the Property Manager of CPNRF, CPNRF will allow CPN or any person assigned by CPN to have the right to use the utilities systems and to collect the benefits from the retail

Attachment 4 Page 44 Attachment 4

tenants specifically in the areas in which CPN still has the possession . In this regard, CPN must deliver the service charges according to the area proportion under the responsibility of CPN to CPNRF or any person assigned by CPNRF in order that CPNRF can make payment of the debt to relevant government agencies or other related persons (if any ) for the parties .

Covenants of Throughout the term of this Agreement, CPNRF allows CPN to use the leased CPNRF properties to provide services to the retail tenants who leases the areas of the immovable properties of CentralPlaza Pinklao Project and have paid the rental fee in consideration for leasehold rights in the form of the long -term lease agreement other than the tenants under the Building Lease Agreement, and the areas under the possession of CPN which are not the leased areas under the Building Lease Agreement, according to the existing obligations or as agreed by the parties to use for their business operation, this shall include Central Pinklao Department Store Co ., Ltd .

Events of Having the material conditions similar to the (Partial ) Building Lease Default or Agreement of CentralPlaza Pinklao Project, except the following conditions : Causes of Termination of (1) In the event that CPN is under receivership or bankruptcy by the court Agreement order or it is in the process of dissolution or liquidation or the court has ordered for its business reorganization which CPNRF considers that such event may impact CPN’s ability to repay the debt or to comply with this Agreement, CPNRF is entitled to terminate this Agreement immediately .

(2) In the event that the Building Lease Agreement is no longer in effect due to the causes specified in the Building Lease Agreement .

Agreement and such breach is not caused by CPNRF’s non -performance or failure of performance or defective performance under this Agreement, CPNRF shall claim damages from CPN for such breach and this shall not result in termination of this Agreement, except such damage occurs from CPN’s willful violation or non -compliance with the provisions in this Agreement causing material impact on the leased properties or materially causing impact on the benefits or the rights of CPNRF in using the leased properties under this Agreement, CPNRF shall have the right to terminate this Agreement immediately . In this regard, CPN must return to CPNRF the remaining rental fee for the subleased land, as well as any other monies or benefits that CPN has received in the name of CPNRF, proportionately to the remaining lease term, and the compensation for loss of benefits incurred from CPNRF’s inability to use the leased properties according to the period specified in this Agreement. However, in case where CPNRF can continue using the leased properties under the Building

Attachment 4 Page 45 Attachment 4

Lease Agreement and this Agreement, CPN is not required to return the remaining rental fee to CPNRF whereby CPNRF shall not exercise the right to claim compensation for the loss of benefits due to CPNRF’s inability to use the leased properties pursuant to the period specified in this Agreement .

(2) In the event that this Building Lease Agreement is no longer in effect due to any of the events as specified in the Building Lease Agreement and such event is not resulted from CPNRF’s non -performance or failure of performance or defective performance of its duties under this Agreement, this Agreement shall be deemed terminated . In this regard, CPN must return the remaining rental fee for the leased properties to CPNRF, calculated from the remaining lease value that CPNRF has paid in advance according to the proportion of the remaining lease term, as well as any other monies or benefits that CPN has received in the name of CPNRF (if any ), proportionately to the remaining lease term specified in this Agreement .

(3) In the event that the Building Lease Agreement is no longer in effect due to any of the events defined in the Building Lease Agreement whereby such event is not occurred from CPN’s, as the Lessor or as the Property Manager of CPNRF (or any persons or juristic persons nominated by CPN to act as the Property Manager of CPNRF in its place ) willful or negligent performance of duties, or fault performance, or defective performance, CPN shall claim for damages from CPNRF whereby CPN is not required to return the remaining amount of the rental fee for the leased properties to CPNRF . However, if such event is not occurred from either party’s non - performance, or failure of performance, or defective performance, this Agreement shall be deemed terminated whereby neither party has the right to claim for damages, costs, or monies or other benefits from the other party . In this regard, CPN is not required to return the remaining rental fee for the leased properties to CPNRF, unless agreed otherwise by both parties .

(4) Upon termination of this Agreement by whatever causes specified in this Agreement, CPNRF shall deliver the leased properties in existing conditions at that time together with any other monies or properties which CPNRF has received in the name of CPN (if any ) to CPN .

2.3.4 Summary of Undertakings Agreement, CentralPlaza Pinklao Project

Parties Central Pattana Public Company Limited (“CPN ”) and CPN Retail Growth Leasehold Property Fund (“CPNRF ”)

Use of Names Throughout the period which CPN or individual or juristic person nominated and /or by CPN to perform the duty of the Property Manager in its place performs the

Attachment 4 Page 46 Attachment 4

Trademarks duty of the Property Manager of CPNRF according to the Property Manager Appointment Agreement, and as long as CPNRF invests in the project, CPN agrees to allow CPNRF to use the names and /or trademarks and /or logos and /or pictures and /or any other symbols used in communicating with the public that the properties invested in or held by CPNRF belong to CPN and its affiliated companies in connection with the project. This shall also include the names and /or trademarks and /or logos and /or pictures and /or any other symbols in connection with shopping complex that CPN and its affiliated companies will own in the future .

However, in case where CPN or individual or juristic person nominated by CPN to perform the duty of the Property Manager in its place no longer performs the duty of the Property Manager of CPNRF according to the Property Manager Appointment Agreement, CPNRF shall refrain from using such names and /or trademarks and /or logos and /or pictures and /or any other symbols within 6 months upon the date on which CPN or individual or juristic person nominated by CPN to perform the duty of the Property Manager in its place has no longer performed the duty as the Property Manager of CPNRF .

2.4 CentralPlaza Chiangmai Airport Project

2.4.1 Summary of (Partial ) Land and (Partial ) Building Lease Agreement, CentralPlaza Chiangmai Airport Project

Lessor Central Pattana Chiangmai Co ., Ltd . ( “Central Chiangmai ”)

Lessee CPN Retail Growth Leasehold Property Fund (“CPNRF ”)

Leased (1) Certain parts of land pursuant to the following title deeds located at Properties Tambon Suthep, Amphoe Muang Chiang Mai, Chiang Mai Province with the approximate area leased by CPNRF of 32 -3-56 .85 Rai .

Title Deed Land No . Survey Area (Rai - Areas invested Page No . Ngan - by CPNRF ( - - Square Rai Ngan Wah ) Square Wah )

3289 350 88 15 -3-51 15 -0-80 .75

3301 349 100 42 -41 .9 2-2-88 .4

3313 3313 112 5-1-74 .3 5-1-74 .3

58660 351 5782 2-1-90 2-1-90

Attachment 4 Page 47 Attachment 4

58661 352 5783 1-1-85 1-1-85

110632 9 10806 1-1-11 .3 1-1-11 .3

110633 58 10807 2-0-83 .1 2-0-83 .1

110634 59 1008 0-2-46 0-2-46

110635 10 10809 0-0-96 0-0-96

15540 321 1133 1-1-02 1-1-02

Total 35 -1-80 .6 32 -3-56 .85

(2) Certain parts of the buildings and constructions of CentralPlaza Chiangmai Airport Project located on the titled deeds listed above, which are located at No . 2, Mahidol Road 252 -252 /1, Wua Lai Road, Tambon Hai Ya, Amphoe Muang Chiang Mai, Chiang Mai Province comprising the (partial ) shopping complex building, (whole ) multipurpose hall and (partial ) parking space in the building, with the approximate leasable area of 122,991 square meters .

However, the leased building excludes the following areas : ( 1) the areas which Central Chiangmai has leased out to the tenants who have paid rental fee in consideration for leasehold rights in the form of the long - term lease agreements and the areas which are under renovation; and (2) the parking space which is in accordance with Central Chiangmai’s right .

Lease Term 30 years from the date of registration for leasehold right under this Agreement

Right to Renew Central Chiangmai agrees to inform CPNRF of the conditions and the fee for Lease the renewal of this Lease Agreement at least 9 months prior to the expiry of Agreement upon the current Lease Agreement . In this regard, Central Chiangmai agrees to Expiry grant the Right of First Refusal to CPNRF in considering the purchasing of and /or accepting the transfer of ownership and /or accepting the transfer of possession and /or leasing and /or subleasing CentralPlaza Chiangmai Airport Project .

Conditions on (1) Value and conditions on purchasing and /or accepting the transfer of Renewal of ownership and /or accepting the transfer of possession and /or leasing Lease and /or subleasing of CentralPlaza Chiangmai Airport Project shall Agreement upon depend on the negotiations and agreements between CPNRF and Central Expiry Chiangmai in the future;

(2) CPN and /or any companies under control of CPN still serves as the Property Manager of CPNRF . However, Central Chiangmai reserves the

Attachment 4 Page 48 Attachment 4

right not to offer the Right of First Refusal to CPNRF in case where CPN and /or the companies under control of CPN ceases to perform the duty of the Property Manager of CPNRF;

(3) If CPNRF wishes to exercise the right to invest in CentralPlaza Chiangmai Airport Project, CPNRF must notify Central Chiangmai in writing within 6 months from the date on which CPNRF has been notified by Central Chiangmai of the conditions and fee for the renewal of the Agreement as mentioned above, or within any other period to be mutually agreed by both parties; and

(4) CPNRF has obtained approval from the Office of the SEC to make additional investments in immovable properties .

Rental Fee CPNRF has paid full amount of the rental fee for the leased properties throughout the lease term on the date of registration for leasehold right under this Agreement .

Duties of Having the material conditions similar to the (Partial ) Building Lease CPNRF Agreements of CentralPlaza Rama 2 Project, except the party to the Agreement which is Central Chiangmai and following conditions :

(1) Throughout the time of enforcement of this Agreement, CPNRF allows Central Chiangmai, including customers and the contractual parties of Central Chiangmai and other tenants leasing the areas of CentralPlaza Chiangmai Airport Project who are not the sublessees of the leased properties under this Agreement to use the common area, parking space, and other areas relating to the leased properties which are CPNRF’s leased properties, as well as the roads surrounding the immovable properties and entries and exits of CentralPlaza Chiangmai Airport Project specifically the parts in which CPNRF has invested . The aforesaid areas shall be deemed as the common areas for mutual use without any compensation whereby taking into account the benefits for the operation of CentralPlaza Chiangmai Airport Project, except in case where the use of such properties by the aforementioned persons causes any damages or burden of costs to CPNRF, Central Chiangmai shall be responsible for such damages and for collection of the benefits from the parking service . In this regard, both parties shall further negotiate to share the revenues therefrom and related expenses .

(2) Throughout the term of this Agreement, CPNRF shall allow CPN and /or any person nominated by CPN to perform the duty of the Property Manager in its place to use the utilities systems in connection with CentralPlaza Chiangmai Airport Project to provide the service to the retail tenants who have paid rental fee in consideration of leasehold rights in the form of long -term lease agreements who are not the sublessees of the leased properties under this Agreement, as well as customers, the contractual parties and the retail tenants who are the lessees of certain areas that are still under the possession of Central Chiangmai for their

Attachment 4 Page 49 Attachment 4

business operation without any compensation .

Insurance Both parties agree to arrange for insurance and use of compensation acquired from the insurance company for the purposes of construction and /or repair of the buildings and constructions of CentralPlaza Chiangmai Airport Project including the related utilities systems under this Agreement as follows :

(1) Central Chiangmai shall arrange for CPNRF to become the insured and specify CPNRF as the beneficiary of the insurance policies arranged for the buildings and constructions of CentralPlaza Chiangmai Airport project, which include property all risks insurance, machinery breakdown insurance, business interruption insurance, and terrorism insurance . Both parties agree to be jointly responsible for premiums of such insurance policies, which shall be based on the proportion of area occupancy of the buildings and constructions of CentralPlaza Chiangmai Airport Project and on other criteria as agreed by the parties .

(2) In case where the leased buildings are partially damaged, this Agreement shall continue in effect specifically for the leased buildings that suffer no damage and are still in a serviceable condition for normal use . In this regard, such leased buildings shall still be regarded as the leased properties under this Agreement .

Damage or The “ basic compensation ” means the compensation from insurance, which Destruction of excludes the compensation to be received from business interruption Leased insurance and /or any other types of insurance which each party has Properties additionally acquired at its own expenses .

(1) Under Clause (3) and unless otherwise agreed by both parties, in case where the buildings and constructions of CentralPlaza Chiangmai Airport Project including the related utilities systems according to the Lease Agreement for the Utilities Systems are damaged, either wholly or materially, by any causes so that the buildings and constructions can no longer be used for business operation, both parties agree to rebuild the buildings and constructions at both parties’ expenses proportionately to area occupancy of the buildings and constructions of CentralPlaza Chiangmai Airport Project at the time of the occurrence of such damage . Central Chiangmai shall arrange for the reconstruction according to the plan, action plan, and budget to be mutually agreed by both parties . The reconstruction must be completed within 3 years upon the occurrence of the damage . Central Chiangmai shall also cooperate with CPNRF to request for consent from any persons or request for permission from any related government agencies (if any ) for the purposes of taking any actions under this Agreement . Both parties must use the basic compensation for the reconstruction, and it shall be deemed that the rights and obligations of both parties under this Agreement continue in effect until the reconstruction of the buildings and constructions to replace the buildings and constructions of CentralPlaza Chiangmai

Attachment 4 Page 50 Attachment 4

Airport Project under this Agreement is complete . In this regard, both parties shall arrange for a new lease agreement (with the lease term, and terms and conditions similar to those set forth in this Agreement ) upon the completion of the reconstruction (however, CPNRF shall be no longer obliged to pay the rental fee under the new lease agreement ).

(2) Subject to Clause (3) and unless otherwise agreed by both parties, in case where the buildings and constructions of CentralPlaza Chiangmai Airport are partially damaged by whatever causes, whereby the other parts of such buildings and are able to be used for business operation, CPNRF and Central Chiangmai have the duty to repair such buildings and constructions until they return to the normal condition pursuant to the actual damage occurred in the areas occupied by either party at the time of the occurrence of such damage at either party’s own expenses, which shall not exceed the basic compensation that CPNRF and /or Central Chiangmai has received from the insurance company, as the case may be .

(3) Unless otherwise agreed by both parties or CPNRF is able to obtain other sources of fund, in case where the construction costs and /or any other expenses relating to or in connection with the construction and /or repair of the buildings and constructions exceed the basic compensation either party has received, either party shall be responsible for the exceeding amount of the construction costs or the related expenses proportionately to the area occupied by either party at that time (for the case under Clause (1)) , or subject to the area occupied by either party at the time of the occurrence of such damage (for the case under Clause (2)) , as the case may be, whereby Central Chiangmai agrees to make an advance payment for the amount of costs or expenses to be borne by CPNRF .

In the event that the buildings and constructions are partially damaged according to Clause (2), CPNRF agrees to reimburse Central Chiangmai for such amount of costs or expenses within 6 months from the first date of resuming the provision of services in the areas of the buildings and constructions, and to compensate for the expenses relating to the advance payment at the rate equivalent to the cost of borrowing that Central Chiangmai has paid for the advance payment by calculating from the date of advance payment up to the date of reimbursement by CPNRF to Central Chiangmai . In this regard, Central Chiangmai and CPNRF shall mutually consider seeking sources of fund appropriate for making such advance payment .

In the event that the buildings and constructions are totally or materially damaged according to Clause (1), CPNRF is entitled to the options for reimbursement of the advance payment : ( a) reimburses the advance payment within 6 months from the first date of resuming the provision of services in the areas of the buildings and constructions that are reconstructed or repaired to replace the buildings and constructions under

Attachment 4 Page 51 Attachment 4

this Agreement and compensate for any expenses incurred from such advance payment at the same rate as specified in the above paragraph; or (b) consents to reduce CPNRF’s proportion of the occupied areas, whereby CPNRF shall be no longer required to reimburse Central Chiangmai . In principle, the new proportion of the areas to be occupied by CPNRF and Central Chiangmai shall be subject to all construction costs and expenses that both parties have paid or agree to pay for the reconstruction or repair as mentioned above .

However, before exercising the rights in (a) or (b) above, CPNRF reserves the right to propose such arrangements to the unitholders’ meeting for approval within 6 months from the date of resuming the service in the areas of the reconstructed or repaired buildings and constructions to replace the buildings and constructions under this Agreement . If such period has passed, CPNRF agrees to reduce its area occupancy proportion subject to (b) above as it deems appropriate .

Transfer of Having the material conditions similar to the (Partial ) Building Lease Leasehold Right Agreement of CentralPlaza Pinklao Project . and Subleasing out

Events of Having the material conditions similar to the (Partial ) Building Lease Default or Agreement of CentralPlaza Pinklao Project, except the following conditions : Causes of Termination of (1) In the event that the law, or the SEC, or the Office of the SEC orders for Agreement the dissolution of CPNRF whereby CPNRF does not violate and /or breaches any rules, regulations, law, and /or other relevant regulations and /or the dissolution is not due to Central Chiangmai’s fault and /or not due to the fault of CPN as the Property Manager of CPNRF and /or of any person who is nominated by CPN to perform the duty of the Property Manager of CPNRF in its place, and CPNRF has notified Central Chiangmai of its dissolution in writing . Both parties shall have mutual duty and shall, at their best endeavor, prevent this Agreement from being suspended due to the change in law or an order of any government authorities so far as it is not contrary to the law or the order of the government authorities in effect at that time, such as establishment of or procurement of any person to accept the rights and obligations of CPNRF under this Agreement .

Consequences of Having the material conditions similar to the (Partial ) Building Lease Default or Agreement of CentralPlaza Pinklao Project, except the following conditions : Consequences of Termination (1) In the event that Central Chiangmai willfully violates or fails to comply with any provisions specified in this Agreement or it breaches any covenants in this Agreement, CPNRF is entitled to terminate this Agreement immediately and Central Chiangmai must return to CPNRF the remaining rental fee of the leased properties pursuant to the

Attachment 4 Page 52 Attachment 4

proportion of the remaining lease term, as well as any other monies or benefits that Central Chiangmai has received in the name of CPNRF proportionately to the remaining lease term, and the compensation for loss of benefits due to CPNRF’s inability to use the leased properties as per the period specified in this Agreement . Such termination shall not deprive CPNRF’s right to claim for damage and /or any other costs incurred as a result of such default, except the occurrence of such default by Central Chiangmai is caused by CPNRF’s non -performance or failure of performance under this Agreement .

Except in case where CPNRF is able to use the leased properties under this Agreement, Central Chiangmai is not required to return the remaining rental fee to CPNRF whereby CPNRF shall not exercise the right to claim compensation for the loss of benefits due to CPNRF’s inability to use the leased properties subject to the period specified in this Agreement .

(2) In the event that Central Chiangmai violates any conditions of the loan agreement or obligations or any other liabilities it has to any persons and Central Chiangmai is under receivership or adjudged bankrupt by the court or it is in the process of dissolution or liquidation or the court has ordered for its business reorganization, CPNRF shall have the right to terminate this Agreement immediately . In case CPNRF exercises such termination right, Central Chiangmai must return to CPNRF the remaining rental fee proportionately to the remaining lease term, as well as any other monies or benefits that Central Chiangmai has received in the name of CPNRF according to the proportion of the remaining lease term, as well as the compensation for the loss of benefits incurred from CPNRF’s inability to use the leased properties according to the period specified in this Agreement . The termination shall not deprive CPNRF’s right to claim for damages and /or any other expenses incurred as a result of such default, except the occurrence of such default by Central Chiangmai is caused by CPNRF’s non -performance or failure of performance under this Agreement .

(3) In the event that the leased properties, whether in whole or in substantial part, falls within the expropriated area or reserved area or observed area for expropriation, CPNRF is entitled to decide whether or not this Agreement should be terminated whereby CPNRF shall consider to what extent such expropriation shall make substantial impact . If CPNRF has considered that this Agreement should be terminated, Central Chiangmai must return to CPNRF the remaining rental fee for the leased properties, as well as any other monies or benefits that Central Chiangmai has received in the name of CPNRF (if any ) according to the proportion of the remaining lease term as specified in this Agreement.

Attachment 4 Page 53 Attachment 4

2.4.2 Summary of Lease Agreement for Utilities Systems, CentralPlaza Chiangmai Airport Project

Lessor Central Pattana Chiangmai Co ., Ltd . ( “Central Chiangmai ”)

Lessee CPN Retail Growth Leasehold Property Fund (“CPNRF ”)

Leased Electrical system, utilities system, telephone system, elevators, escalators, air Properties conditioning system, engineering works system, wastewater treatment system, and various facilities that have been installed and used in the buildings and constructions of CentralPlaza Chiangmai Airport project, as well as any rights relating to or in connection with the aforementioned systems (as the case may be ).

Lease Term Having the material conditions similar to the (Partial ) Land Lease Agreement and the (Partial ) Building Lease Agreement of CentralPlaza Chiangmai Airport Project .

Rental Fee CPNRF has paid the full amount for the rental fee on the date of registration for leasehold right as specified in the Land Lease Agreement and the Building Lease Agreement .

Transfer of The parties agrees that the possession over the leased properties under this Possession Agreement shall be effected as the complete transfer of possession of the leased properties on the date of registration for the leasehold right as specified in the Land Lease Agreement and the Building Lease Agreement, and the payment for the price has been made according to this Agreement .

Transfer of the Having the material conditions similar to the (Partial ) Building Lease Right according Agreement of CentralPlaza Pinklao Project, except the party to the Agreement to Service which is Central Chiangmai . Agreement and Bearing of Costs

Events of Having the material conditions similar to the (Partial ) Building Lease Default or Agreement of CentralPlaza Pinklao Project, except the party to the Agreement Causes of which is Central Chiangmai . Termination of Agreement

Consequences of Having the material conditions similar to the (Partial ) Building Lease Default or Agreement of CentralPlaza Pinklao Project, except the party to the Agreement Consequences of which is Central Chiangmai . Termination

2.4.3 Summary of Undertakings Agreement, CentralPlaza Chiangmai Airport Project

Attachment 4 Page 54 Attachment 4

Parties Central Pattana Public Company Limited (“CPN ”) and CPN Retail Growth Leasehold Property Fund (“CPNRF ”)

Use of Names Having the material conditions similar to the Undertakings Agreement, and /or CentralPlaza Pinklao Project . Trademarks

Maintaining of CPN agrees to maintain its shareholding proportion in Central Chiangmai of Shareholding not less than 75 percent of total shares with voting rights throughout the Proportion period in which the agreements in connection with the investments in CentralPlaza Chiangmai Airport Project are still in effect .

3. Status of Actions

The relevant contractual parties have been under the negotiation on drafting of an agreement on assignment of the rights and duties under the existing agreements into which CPNRF entered with other parties and are currently in effect to CPNREIT . In this regard, the contractual parties will enter into the assignment agreement of the rights and duties upon completion of the conversion of CPNRF in CPNREIT, and upon completion of the establishment of CPNREIT .

Attachment 4 Page 55

Attachment 5 Information on the investments of CPN Retail Growth Leasehold Property Fund; value of the properties of CPN Retail Growth Leasehold Property Fund; net asset value and value of the investment units of CPN Retail Growth Leasehold Property Fund; total number of investment units of CPN Retail Growth Leasehold Property Fund; and method for calculating the value of trust units for the conversion

Attachment 5

Attachment 5 Information on the investments of CPN Retail Growth Leasehold Property Fund; value of the immovable properties of CPN Retail Growth Leasehold Property Fund; net asset value and value of the investment units of CPN Retail Growth Leasehold Property Fund; total number of investment units of CPN Retail Growth Leasehold Property Fund; and method for calculating the value of trust units for the conversion Investment information of CPNRF as of 30 June 2017 (1)

1.1. Fund Project (Thai) : กก CPN ก

1.2. Fund Project (English) : CPN Retail Growth Leasehold Property Fund 1.3. Fund Code/ Abbreviation : CPNRF 1.4. Type of Investment : Close-end property fund 1.5. Appraisal Value of Investment : THB 32,402,000,000 Assets (2) 1.6. Net Asset Value (2) : THB 30,104,384,140 1.7. Net Asset Value Per Unit (2) : THB 13.6066 1.8. Total Issued Investment Units : 2,212,476,700 units Remark : (1) Assets and obligations of CPNRF to be transferred to CPN Retail Growth Leasehold REIT (“CPNREIT”) will be subject to the latest Net Asset Value of CPNRF verified by Fund Supervisor before the conversion.

(2) Appraisal Value as of 30 June 2017

Attachment 5 Page 1

Attachment 6 Impact on CPN Retail Growth Leasehold REIT and the unitholders as a result of the conversion of the property fund into the real estate investment trust

Attachment 6

Attachment 6 Impacts toward Real Estate Investment Trust and Unitholders from the Conversion of Property Fund into Real Estate Investment Trust

The conversion of CPNRF into CPNREIT is subject to impacts on tax burdens toward CPNREIT and trust unitholders of CPNREIT as summarized below .

1. Tax Burdens on CPNREIT Converted from CPNRF

The conversion of CPNRF into CPNREIT will subject CPNREIT to the following tax burdens.

Tax Burden / Property Fund Real Estate Investment Types of Tax Trust Corporate Income Tax Non -taxable since it is not Non -taxable since it is not deemed as a tax entity in deemed as a tax entity in accordance with Revenue accordance with Revenue Code Code Value Added Tax Taxable /1 Taxable Specific Business Tax Taxable /1 Taxable Stamp Duty Taxable /1 Taxable

Remark : /1 In accordance with the Royal Decree issued by virtue of the Revenue Code Re : VAT exemption (No . 608 ), Re : Business exempted from special business tax (No . 609 ), and Re : Tax exemption (No . 610 ) B.E. 2016 dated 24 May 2016; and Clarification of Revenue Department dated 28 March 2017, property fund established in accordance with the Securities and Exchange Law is obliged to pay value added tax, special business tax and stamp duty from 24 May 2017 onwards .

2. Tax Burden toward Trust Unitholders

2.1 Tax on Dividend /Distribution

Property Fund Real Estate Investment Trust Tax Rate on Dividend Tax Rate on Distribution Individual Individual • Domiciled in Thailand • Domiciled in Thailand :If payee chooses for payer not to :Payer is required to deduct 10 percent withhold tax, dividend received is withholding tax and payee may required to be included in income tax choose to include or not include calculation . distribution received in income tax . : If payee chooses for payer to deduct 10 calculation percent withholding tax, dividend

Attachment 6 Page 1 Attachment 6

Property Fund Real Estate Investment Trust Tax Rate on Dividend Tax Rate on Distribution received is not required to be included in income tax calculation .

• Domiciled overseas • Domiciled overseas : Payer is not required to withhold tax :Payer is required to deduct 10 percent but payee is required to include withholding tax or at the rate dividend received in income tax specified under Double Tax calculation . Agreement whereby payee may choose to include or not include distribution received in income tax calculation .

Juristic Person Juristic Person • Thai (listed companies in the SET ) • Thai (listed companies in the SET ) : Exempted from income tax wholly (if : Payer is not required to deduct 10 hold units for 3 months before and percent withholding tax but payee is after dividend payment ) whereby payer required to include distribution is not required to deduct withholding received in income tax calculation . tax

• Thai (limited companies ) • Thai (limited companies ) : Exempted from income tax in half (if : Payer is required to deduct 10 percent hold units for 3 months before and withholding tax and payee is required after dividend payment ) whereby payer to include distribution received in is not required to deduct withholding income tax calculation . tax

• Foreign companies not operating • Foreign companies not operating business in Thailand business in Thailand : Payer is not required to withhold tax . : Payer is required to deduct 10 percent withholding tax or at the rate specified under Double Tax Agreement .

2.2 Tax on Capital Gain

Property Fund Real Estate Investment Trust Tax Rate on Capital Gain Tax Rate on Capital Gain Individual Individual • Domiciled in Thailand • Domiciled in Thailand

Attachment 6 Page 2 Attachment 6

Property Fund Real Estate Investment Trust Tax Rate on Capital Gain Tax Rate on Capital Gain : Exempted from income tax : Exempted from income tax calculation if transaction is done calculation if transaction is done through the SET through the SET

• Domiciled overseas • Domiciled overseas : Exempted from income tax calculation : Exempted from income tax calculation if transaction is done through the SET if transaction is done through the SET

Juristic Person Juristic Person • Thai (listed companies in the SET ) • Thai (listed companies in the SET ) : Includes in taxable profit for income :Includes in taxable profit for income tax calculation tax calculation

• Thai (listed companies ) • Thai (listed companies ) : Includes in taxable profit for income : Includes in taxable profit for income tax calculation tax calculation . • Foreign (operating business in • Foreign (operating business in Thailand ) Thailand ) : Includes in taxable profit for income : Includes in taxable profit for income tax calculation tax calculation

• Foreign (not operating business in • Foreign (not operating business in Thailand ) Thailand ) : Payer is not required to withhold tax : Payer is required to deduct 15 percent withholding tax or at the rate specified under the Double Tax Agreement .

3. Tax Privileges in relation to Conversion of Property Fund into Real Estate Investment Trust

• Transfer or creation of real or any rights in property or any right in assets between the Settlor and the Trustee is exempted from corporate income tax, value added tax, special business tax and stamp duty, in accordance with Royal Decree under the provision in Revenue Code on Revenue Exemption (Issue No . 533 ) B.E. 2555 (2012 ), Section 7 .

• The unitholders of property fund are exempted from income tax for the income from a switch of units of property fund into trust certificates as a result of the conversion of property fund into real estate investment trust . This is for the income derived from the switch of the units of property fund into trust certificates from 1

Attachment 6 Page 3 Attachment 6

January 2017 to 31 December 2017 in accordance with Royal Decree under provision in Revenue Code on Revenue Exemption (Issue No . 635 ) B.E. 2560 (2017 ), Section 4 .

• Property fund is exempted from value added tax, special business tax, and stamp duty as a result of transfer or creation of real or any rights in property which is resulting from the conversion of property fund into real estate investment trust . This is for the conversion of property fund into real estate investment trust starting from 1 January 2017 to 31 December 2017 pursuant to Royal Decree issued under the provision in Revenue Code on Revenue Exemption (Issue No . 635) B.E. 2560 (2017 ), Section 5 .

• Fee of right registration and juristic acts in relation to real properties with capital as a result of conversion of property fund into real estate investment trust pursuant to Trust Laws for Transactions in Capital Market, only applicable for the registration to be executed within 31 December 2017, shall be charged in the rate of 0 .01 %, but not exceeding 100,000 Baht at maximum, in accordance with the Ministerial Regulation on Determination of Fee of Right Registration and Juristic Acts in relation to Real Properties for the Conversion from Property Fund into Real Estate Investment Trust B.E. 2559 (2016 ).

Attachment 6 Page 4

Attachment 7 Summary of the comparison of CPN Retail Growth Leasehold Property Fund and CPN Retail Growth Leasehold REIT, and the changes after the conversion

Attachment 7

Summary of the Comparison of CPN Retail Growth Leasehold Property Fund and CPN Retail Growth Leasehold REIT, and the Changes after the Conversion

The information of CPNREIT is the primary information used for comparison on essences and differences between CPNRF and CPNREIT . However, the details of CPNREIT shall be in line with what is required in Registration Statement for the Offering for Sale of REIT Units for Conversation and in Trust Deed of CPNREIT .

.No . Description CPNRF CPNREIT 1. Legal Establishment Laws relating to the Securities and Exchange Laws relating to the Trust for Transactions in Capital Market 2. Legal Structure Mutual Fund Trust 3. Status Juristic Person Trust 4. Minimum Size of Core Asset Value Not below THB 500 million Not below THB 500 million (total value of immovable properties acquired shall not be less than THB 500 million ) 5. Number of Unitholders Establishment period : no less than 250 Establishment period : no less than 250 Post -Establishment: no less than 35 Post -Establishment : no less than 35

6. Registration in Stock Exchange of Investment units must be registered . Trust Units must be registered . Thailand 7. Settlor Management company Settlor of REIT will act as a REIT Manager after establishment of CPNREIT 8. Responsible Person for Management company REIT Manager delegated by Trustee Management 9. Name of Owner of Properties CPNRF Trustee of CPNREIT 10 . Name of Investment Contractual CPNRF Trustee of CPNREIT Party with Owner of Immovable

Attachment 7 Page 1

Attachment 7

.No . Description CPNRF CPNREIT Properties or the Right Grantor in However, REIT Manager may enter into the Immovable Properties agreements related to REIT management as assigned . 11 . Custodian of Properties Fund Supervisor Trustee of CPNREIT 12 . Registrar Siam Commercial Bank Public Company Thailand Securities Depository Company Limited Limited 13 . Type of Invested Assets Positive lists according to SEC criteria Not required, but not subject to immovable properties to be used as part of illegal or immoral business operations. 14 . Investment in Overseas Immovable Unable to invest Able to invest Properties 15 . Development of Immovable Able to develop (where the construction must be Able to develop (where the investment value of Properties finished no less than 80 % of the investment acquisition and development to completion for value ) generation of benefits must not exceed 10 % of total asset value of CPNREIT (after the offering for sale of Trust Units) 16 . Insolvency as a Result of Fund Can become insolvent due to its juristic person Be ring -fenced from insolvent . Management status

17 . Offering Criteria At least 25 % of total number of investment units Not required . The offering can be allotted to the must be offered to public investors, and equally retail REIT unitholders according to the criteria allotted to every subscriber according to of Trust Units acceptance for registration in minimum number of subscribed investment Stock Exchange of Thailand (no less than 20 % units by continuous circulation until completing of total number of trust units /number of units in ( total number of investment units Small Lot each tranche (if any )). First )

Attachment 7 Page 2

Attachment 7

.No . Description CPNRF CPNREIT 18 . Limitation of Unit Holding for Not allowed to hold more than 1 / 3 of total Not allowed to hold more than 50 % of total Person or the Same Group of number of investment units number of trust units /number of units in each Persons tranche (if any ). 19 . Supervisory Guidelines Similar to mutual fund Similar to listed company 20 . Conduct of Annual General Not required Conduct every year within four months from the Meeting of Unitholders ending date of the accounting year 21 . Criteria of Acquisition and The size starting from THB 100 million or 3 % of The size starting from THB 20 million and over Disposal of Properties / Connected net asset value of property fund, whichever is or exceeding 3% of net asset value of REIT, Transactions lower, must be received the resolution from the whichever is higher, must be received the unitholders . Note that the transactions with the resolution from the REIT unitholders . Note that related parties are pursuant to the relevant the transactions with the related parties are notifications . pursuant to the relevant notifications . 22 . Free Float Not required The retail REIT unitholders shall hold the units no less than 15 % of total number of trust units /number of units in each tranche (if any ). 23 . Tax - Property fund is not subject to corporate - REIT is not subject to corporate income income tax but is subject to VAT, specific tax, but is subject to VAT, specific business tax and stamp duty from 24 May business tax and stamp duty . 2017 onwards, per the Clarification of - Every type of REIT unitholder is subject Revenue Department dated 28 March to income tax from distribution . 2017 . - The unitholders are subject to various tax burden on dividend based on types and qualifications of the unitholders (note that the additional details can be found in Attachment 3 – Impacts toward Real Estate Investment Trust and Unitholders from the Conversion of Property Fund into Real Estate Investment Trust )

Attachment 7 Page 3

Attachment 7

.No . Description CPNRF CPNREIT 24 . Type of Investment Closed-end property fund Closed-end real estate investment trust 25 . Characteristics of Investment Particularly identified Particularly identified 26 . Type of Investment Investment in freehold assets and /or leasehold Investment in freehold assets and /or leasehold and / or sub - leasehold rights of immovable and / or sub - leasehold rights of immovable properties properties 27 . Investment Period Investment period is not specified . However, due Investment period is not specified . However, to the investment of CPNRF in leasehold rights due to the investment of CPNREIT in leasehold with definite period, it is possible that the term rights with definite period, it is possible that the of CPNRF will be equal to the remaining term of CPNREIT will be equal to the leasehold right, if none of any circumstance remaining leasehold righ . if none of any causes the cancellation or revocation of lease circumstance causes the cancellation or agreements prior to expiration of leasehold revocation of lease agreement prior to rights. Current leasehold period with maximum expiration of lease period . Leasehold with term of CPNRF will be expired on 15 August maximum term of CPNREIT ( after being 2095 . transferred from CPNRF and investing in the Additional Assets No . 1) will be expired on15 August 2095 . 28 . Objective of the Investment The objective of CPNRF is to raise fund from The objective of CPNREIT is to invest in the the retail and institutional investors both core properties by means of purchasing and /or domestically and internationally . CPNRF will leasing and / or sub - leasing and / or being utilize the fund to purchase, lease and /or sub - transferred of leasehold right and / or sub - lease various immovable properties, and leasehold right of core properties . CPNREIT CPNRF will receive the ownership and / or will generate benefits from such properties in leasehold right and /or sub -leasehold right and terms of rental fees and service fees or other generate benefits from such properties by means incomes, as well as renovate, develop and /or sell of leasing, sub - leasing, transferring and / or the properties to generate incomes and returns selling where CPNRF has invested in or owned, to CPNREIT for the long -term benefit of REIT including managing to construct and /or develop unitholders . In addition, CPNREIT aims to

Attachment 7 Page 4

Attachment 7

.No . Description CPNRF CPNREIT the immovable properties . CPNRF shall be invest in additional properties for continuous transferred of construction permits and /or shall growth of the income base of CPNREIT and /or manage to request other permits and /or operate other securities and /or generate other interests any other related and necessary action for the as required by Securities Law and /or any other benefit of the immovable properties and for relevant laws . generating incomes and returns toward CPNRF and its unitholders, as well as to invest in other In addition, CPNREIT has set the significant properties and /or other securities and /or generate objectives as follows : other interests as required by Securities Law (1) To support the conversion from property and /or any other relevant laws . fund into real estate investment trust (2) To invest in the Additional Assets No . 1 (3) To invest in core properties in the future after Additional Asset No . 1 29 . Investment Policy CPNRF aims to invest in leasehold rights of CPNREIT will invest in high -quality immovable high quality immovable properties, particularly properties and leasehold rights, particularly for for property types of shopping malls and / or property types of shopping malls and / or immovable properties for retailers, and aims to immovable properties for retailers which might generate benefits and revenues in terms of rental include other types of immovable properties fees and service fees . CPNRF also expects to associated with or supportive of immovable generate long - term distributions to the properties with property types of department unitholders . The purpose of CPNRF is to invest stores e .g. commercial assets, buildings, offices, in additional properties for continuous growth of hotels and service apartments which will be revenue base and to diversify risks through core assets of CPNREIT by means of investment in properties in various locations . purchasing and / or leasing and / or being transferred of leasehold right and /or leasehold right of core assets; and for generation of benefits in terms of rental fees and service fees or any incomes in the same way, as well as renovation, development, and sales of any

Attachment 7 Page 5

Attachment 7

.No . Description CPNRF CPNREIT assets for the long - term benefits of REIT unitholders Moreover, the purpose of CPNREIT is to invest in additional assets for continuous growth of revenue base and for risk diversification through investment in properties in various locations as well as investment in other assets and / or other securities, and / or seeking other interests in accordance with Security Law and / or any other relevant and required laws . 30 . Generation of Benefits from the The policy of CPNRF is to generate benefits The policy of CPNREIT is to generate benefits Properties from investing in shopping malls and office from investing in shopping mall and office building properties by leasing the spaces to the building properties by means of leasing the tenants and providing other relevant services . space to the tenants and providing other relevant CPNRF has appointed Central Pattana Public services . CPNREIT will appoint Central Pattana Company Limited or CPN to act as a Property Public Company Limited or CPN to act as a Manager . CPN shall administer and manage the Property Manager . CPN shall administer and properties e. g. generating benefits from manage the properties in accordance with properties in form of leasing out spaces, policies and strategies of CPNREIT, coordinating and facilitating with tenants, determined by the REIT Manager i.e. generating collecting rental fees and service fees for benefits from properties in form of leasing out CPNRF, as well as maintaining properties of spaces, coordinating and facilitating with CPNRF to be in a good condition for the benefit tenants, collecting rental and service fees for generations. CPNREIT, as well as maintaining the properties of CPNREIT to be in a good condition for the benefit generations .

According to the afore said form of benefit According to the aforesaid form of benefit generation, the major incomes received by generation, the major incomes received by

Attachment 7 Page 6

Attachment 7

.No . Description CPNRF CPNREIT CPNRF from investment in properties in types CPNREIT from investment in properties in of shopping malls and office buildings are the types of shopping malls and office buildings are incomes from rental and service fees in relation the incomes from rental and service fees in to space leasing . CPNRF shall charge rental and relation to space leasing . CPNREIT shall charge service fee in relation to sizes, locations of rental and service fees in relation to the size, space, tenancy forms, tenancy durations and location of space, tenancy forms, tenancy types of the tenant business . In addition, CPNRF durations and types of the tenant business . In shall also earn other incomes e.g. parking and addition, CPNREIT shall also earn other signage fees, etc . incomes i.e. parking and signage fees, etc .

Regarding the property types of Hilton Pattaya, after CPNREIT invest in this property, CPNREIT shall sub -lease such property (via sub - leasing agreement ) to the sub -lessee which is the subsidiary of CPN that will be set up in the future . The sub - lessee will appoint Hilton Group, the international hotel management operator, to continue functioning as the hotel management as before . CPNREIT shall generate benefits in form of fixed rent and variable rent from the sub -lessee of the property. 31 . Loan Policies CPNRF may borrow money with or without CPNREIT may borrow money or establish collaterals, with the following conditions : commitment with or without collateral for (1) The borrowing shall be under the following managing CPNREIT and properties of

purposes : CPNREIT which shall be subject to the following purposes : (a) To renovate CPNRF’s immovable properties or those where CPNRF has (1) To invest in immovable properties or leasehold rights in order that they remain leasehold rights of immovable properties;

Attachment 7 Page 7

Attachment 7

.No . Description CPNRF CPNREIT in a proper condition and ready for the (2) To invest in additional immovable benefit generation; properties or leasehold rights of (b) To extend or build additional buildings immovable properties; on the existing land which belongs to ( 3) To invest in other assets as CPNRF or which CPNRF has leasehold announced or required by SEC Office,

right for the purpose of benefit SEC and /or Capital Market Supervisory generation . Board as the core assets; ( ) 2 The borrowing is mainly based on the interest (4) To manage assets of CPNREIT; . of unitholders If the borrowing is for renovation ( 5) To improve or repair immovable

of immovable properties that CPNRF is entitled properties of CPNREIT or of which to lease under (1)(a), or for extending or building CPNREIT has leasehold rights or additional buildings onto the existing land which possessory rights to remain in a proper CPNRF is entitled to lease under ( 1)( b) , the condition for the benefit generation, and Management Company must consider the to improve the image of such remaining lease terms under the lease properties; agreements; and ( 6) To improve, repair or replace (3) The loan must not exceed 10 % of CPNRF’s movable properties or equipment NAV . If the ratio later exceeds this threshold but related to properties of CPNREIT or the excess is not a result of additional borrowing, leasehold rights of CPNREIT to remain the management Company may maintain this in a proper condition for the benefit ratio but will not be able to borrow an additional generation; loan unless the ratio is reduced to less than 10 % ( 7) To extend or build additional of CPNRF's NAV . buildings on the existing land which belongs to CPNREIT or where CPNREIT has leasehold rights for the purpose of benefit generation; ( 8) To use for a working capital of CPNREIT;

Attachment 7 Page 8

Attachment 7

.No . Description CPNRF CPNREIT ( 9) To settle loan or obligations of CPNREIT . (10 ) To restructure loan for a settlement of the primary loans or obligations (refinance ); ( 11 ) To restructure the capital of CPNREIT; ( 12 ) To protect foreign exchange risk and / or protect interest rate risk as a result of borrowing or issuing debt instruments; ( 13 ) Any other necessities as deemed appropriate by REIT Manager for the management purpose of CPNREIT .

However, REIT Manager will borrow money under the consideration of the benefits to CPNREIT and trust unitholders . In the event where CPNREIT invests in leasehold rights of immovable properties or movable properties and borrows money for any purposes as determined in Clause (5), (6) or (7), REIT Manager must consider the remaining lease terms under the lease agreements.

Attachment 7 Page 9

Attachment 7

.No . Description CPNRF CPNREIT • CPNREIT’s borrowing ratio must not exceed any of the following criteria, except in cases where the excess is not a result of additional borrowings : (1) 35 % of CPNREIT’s total asset values; (2) 60 % of CPNREIT’s total asset values if CPNREIT is rated as investment - grade securities in the latest credit rating given by a rating company approved by the SEC no more than one year prior to the borrowing date .

Borrowing shall also cover an issuance of instrument or securities, or an entry into any forms of agreements with a purpose or substance qualified as borrowing . 32 . Dividend Payment Policy of CPNRF has a policy to pay a dividend no more ( 1) REIT Manager shall make distribution to CPNRF and Distribution Payment than 4 times per year to unitholders . However, trust unitholders for no less than 90 % of net of CPNREIT Management Company may consider paying adjusted profit of the accounting period by no special dividends which is in excess of normal less than 2 times per year and shall make payout of 4 times per year to unitholders, as payment within 90 days from the ending date of deemed necessary and reasonable by the the accounting period or any other operating Management Company . period of which such distribution is paid . ( 1) If CPNRF generates net profit in any accounting period, Management Company shall Net adjusted profit from the previous paragraph pay dividend to unitholders, amounted to no less means profits adjusted with the following items, than 90 % of the adjusted net profit of the as the case may apply : accounting year .

Attachment 7 Page 10

Attachment 7

.No . Description CPNRF CPNREIT The adjusted net profit means net profit after the (a) Deduction of unrealized gain from deduction of unrealized gain from valuation or valuation or review of valuation of review on valuation of immovable properties or immovable properties or leasehold leasehold rights of immovable properties, and rights of immovable properties of the adjustment with other items based on the CPNREIT as well as an adjustment of guidelines required by the SEC Office to be other items in accordance with the consistent with the cash position of CPNRF . guidelines of the SEC Office to be ( 2) If CPNRF has retained earnings in any consistent with cash position of accounting period, Management Company can CPNREIT; pay dividend to unitholders from such retained (b) Deduction with reserves for payment earnings . of loan or obligations from loan of CPNREIT as the facility's approval Nevertheless, the dividend payout from the specified in Registration Statement and aforesaid net profit and /or retained earnings can Prospectus or Annual Report as the case be performed only if such payout will not may apply . increase retained loss in the accounting period of (2) If CPNREIT has retained earnings in any which that dividend is paid . accounting period, the REIT Manager may pay distribution to trust unitholders Management Company shall pay such dividend from such retained earnings . to unitholders within 90 days from the ending (3) In the event where REIT Manager fails date of the accounting year or any other to pay distribution in the operation period of which that dividend is paid . aforementioned period, REIT Manager shall inform the trust unitholders via the Management Company shall pay such dividend Stock Exchange of Thailand's website to unitholders within 30 days from the following and give written notice to the SEC date of the CPNRF’s book closing date for Office for acknowledgment . dividend payment unless there are any necessary ( 4) If CPNREIT has retained loss, REIT events that CPNRF cannot pay dividend within Manager shall not pay distribution to the the same period, Management Company shall trust unitholders . notify the unitholders via the Stock Exchange of

Attachment 7 Page 11

Attachment 7

.No . Description CPNRF CPNREIT Thailand's website and give written notice to the (5) In consideration of distribution, if the SEC Office for acknowledgment . distribution per unit to be announced for payment during the accounting year is less than or equivalent to THB 0 .10, the Additional Condition Management Company reserves its right In consideration of dividend payment, if the not to pay distribution that period and dividend per unit to be announced for payment accumulate such distribution to pay in during the accounting year is less than or the next period; equivalent to THB 0.10, Management Company ( 6) REIT Manager will comply with reserves its right not to pay dividend in that distribution criteria unless the SEC, the period and accumulate such dividend to pay in SEC Office and / or other relevant next period . authorized authorities amend, announce, require, order, approve and / or relieve

Management Company shall comply with otherwise where REIT Manager shall dividend payment criteria unless the SEC, the comply accordingly; / SEC Office and or other relevant authorized (7) REIT Manager shall pay the distribution

authorities amend, announce, require, order, to the trust unitholders following approve and /or relieve otherwise Management unitholding proportion of each trust Company shall comply accordingly with the unitholders. However, REIT Manager

consideration that it is given consent by the reserves its right to pay distribution to

unitholders and shall not be regarded as the trust unitholders who hold units more revision of the fund scheme . than the ratio or not in line with the criteria as specified in ThorJor . 49 /2555 particularly in the portion which is excessive or not in line with the said criteria . The return in part that is unable to be paid to such trust unitholders shall be distributed to other trust unitholders per their holding proportions.

Attachment 7 Page 12

Attachment 7

.No . Description CPNRF CPNREIT

33 . Fees and Expenses 33 .1 Fees and Expenses Charged from the Subscribers, Unitholders and Trust Unitholders

(1) Selling Fee of Investment Units or Trust Units - Initial Offerings of None None Investment Units or Trust Units or Additional Offerings for Capital Increase of Property Fund or REIT - Sales of Investment Units or Based on the SET’s trading fees Based on the SET’s trading fees Trust Units in the Stock Exchange of Thailand (2) Redemption Fee of Investment None None Units or Trust Units (3) Switching Fee of Investment Units None None or Trust Units (4) Remittance Fee Actual payment as incurred, by deducting from Based on rates set by commercial banks the remittance amounts in respective accounts (5) Transfer Fee for Investment Units No more than the rate of 0.5% of transferred Based on rates set by the registrar or Trust Units investment unit values (excluding VAT, specific business tax or any other similar taxes ) (6) Issuance Fee for Warrant of No more than THB 100 per transaction Based on rates set by the registrar Investment Units or Trust Units (excluding VAT, specific business tax or any other similar taxes ) (7) Other Expenses upon Request of Based on rates set by the management Based on rates set by the service provider the Unitholders or Trust company and /or registrar Unitholders to the Management

Attachment 7 Page 13

Attachment 7

.No . Description CPNRF CPNREIT Company, REIT Manager or Registrar in Order to Operate in Special Event apart from Normal Event (8) Fee of Entry of Pledge of Based on rates set by the management Based on rates set by the registrar Investment Units or Trust Units company and /or registrar with the Registrar

33 .2 Fees and Expenses Charged from CPNRF or CPNREIT (1) Annual Management Fee of the No more than 1.00 % of NAV per year (excluding No more than 1 .00 % per year of total asset Management Company /REIT VAT, specific business tax or any other similar values, with a floor of no less than THB 15 Manager taxes ) million per year for year 2018 where the minimum rate will increase 3 .00 % per year (excluding VAT, specific business tax or any other similar taxes ) (2) Fund Supervisory Fee or Trustee No more than 0.05 % per year of Net Asset Value No more than 1 .00 % per year of total asset Fee (NAV )( excluding VAT, specific business tax or values, with a floor of no less than THB 20 any other similar taxes ), excluding actual million per year, which will separate from the occurred expense such as asset audit expense of management fee of CPNREIT and /or the other property fund, etc . transaction fees from financial instruments in which CPNREIT invests as result of being in charge of the REIT Manager or issuer of such financial instruments by Trustee (excluding VAT, specific business tax or any other similar taxes ). (3) Annual Registrar Fee No more than 0.05 % of net asset value (NAV ) per According to rates as specified by the registrar year (excluding VAT, specific business tax or any other similar taxes )

Attachment 7 Page 14

Attachment 7

.No . Description CPNRF CPNREIT (4) Underwriting Fee of Investment No more than 3.00 % of underwritten values per No more than 3.00 % of underwritten values per Unit or Trust Units for Initial time time Offerings of Investment Units or Trust Units and for Additional Offerings for Capital Increase of Property Fund or REIT (5) Advertising, Public Relations and No more than 0.50 % of net asset value per year Actual payment as incurred, but not exceeding . % ( ) Sales Promotion Expenses of the ending date of previous accounting year . 0 50 of Net Asset Value NAV per year of the ending date of previous accounting year However, for issuance and offering of investment units, this shall not exceed THB 10 million (ten million Baht )

(6) Establishment Fee for Property THB 50,000 (excluding VAT, specific business According to rates as specified by the relevant Fund or REIT tax or any other similar taxes ) requirement (7) Auditor Fee and Expense According to rates as specified between the Actual payment as incurred management company and such parties (8) Fee of Other Service Providers According to rates as specified between the Actual payment as incurred Including Other Consultants such management company and such parties as Legal Consulting Fee and Lawyer Fee (9) Credit Rating -Related Expense of None Actual payment as incurred REIT (10 ) Auditing and Internal Auditing Fee Actual payment as incurred Actual payment as incurred and Expense (11 ) Commission Fee in Securing the Calculated from monthly rental rate of that Calculated from monthly rental rate of that Tenants of Shopping Mall tenant tenant

1) Renewal by the existing tenant 0.5 Month 0.5 Month

Attachment 7 Page 15

Attachment 7

.No . Description CPNRF CPNREIT 2) Entry into lease agreement with the new tenant consisting of four rates depending on the terms of lease agreement : . . - The tenant who enters into lease 0 5 Month 0 5 Month agreement with below 1 year term - The tenant who enters into lease 1.0 Month 1.0 Month agreement with term from 1 year and over but no more than 3 years -The tenant who enters into lease 1.5 Months 1.5 Months agreement with term from 3 years and over -The tenant who enters into lease 3.00 % of advance leasehold fee received from 3.00 % of advance leasehold fee received from agreement with term more than 3 years and the tenant pays upfront the tenant the tenant lease payment

1) Renewal by the existing tenant 0.5 Month 0.5 Month

Attachment 7 Page 16

Attachment 7

.No . Description CPNRF CPNREIT 2) Entry into lease agreement with the new tenant consisting of four rates depending on the terms of lease agreement : . . -The tenant who enters into lease 0 5 Month 0 5 Month agreement with term no more than 3 years . . - The tenant who enters into lease 1 0 Month 1 0 Month agreement with term from 3 years and over . % . % -The tenant who enters into lease 3 00 of advance leasehold fee received from 3 00 of advance leasehold fee received from agreement with term more than 3 the tenant the tenant years and the tenant pays advance leasehold fee

However, the property manager shall charge However, the property manager shall charge commission for agreement with a term of 1 commission for agreement with a term of 1 month and over, but not charge commission for month and over, but not charge commission for Promotion Area Contract and the contract Promotion Area Contract and the contract related to advertising media such as Video Wall related to advertising media such as Video Wall and Light Box, etc . and Light Box, etc . (13) Rent Collection Fee on Behalf of At the rate of no more than 3.00 % of total net At the rate of no more than 3.00 % of total net Property Fund or REIT (for the rental income of property fund . Net rental rental income of REIT . Net rental income means Assets in Shopping Plaza and income means total income receiving from total income receiving from rental and service Office Building ) rental and service contracts before deduction of contracts before deduction of any expenses . This any expenses . This total income includes income total income includes income from promotion from promotion area, direct or indirect return or area, direct or indirect return or any benefit any benefit related to operation of shopping related to operation of shopping plaza and office plaza and office building while excluding building while excluding reimbursement and reimbursement and advance payment such as advance payment such as money of property

Attachment 7 Page 17

Attachment 7

.No . Description CPNRF CPNREIT money of property tax, insurance premium tax, insurance premium received from the received from the tenant or the sub -lessee and tenant or the sub -lessee and deducted with shop deducted with shop discount to tenant or sub - discount to tenant or sub -lessee lessee (14) Property Management Fee for At the rate of not exceeding 0 .30 percent per At the rate of not exceeding 0 .28 percent per Shopping Complex (for the Assets annum of the net asset value, calculated on the annum of the value of investment properties in Shopping Plaza and Office last day of each month from the net asset value report of CPNREIT Building ) approved by the Trustee of CPNREIT in each month (excluding the value of investment properties of hotel ), calculated on the last day of each month (15) Special Incentive Fee (for No more than 2.35 % of net property income No more than 2.35 % of net property income Management of Shopping Complex where net property income means total incomes where net property income means total incomes (for the Assets in Shopping Plaza earned from immovable properties after earned from immovable properties after and Office Building ) deduction of total costs and expenses incurred deduction of total costs and expenses incurred from generating benefit from immovable from generating benefit from immovable property, excluding remuneration and expense properties, excluding remuneration and expense of property fund, such as remuneration of of REIT, such as property management fee properties such as property management fee REIT Manager fee etc . Fund manager fee, etc . (16) Fees for Purchase and Sale of No more than 1.50 % of immovable property No more than 1.50 % of immovable property Immovable Properties of CPNRF values for additional investment by property values for additional investment by REIT, and or CPNREIT fund and no more than 0.75 % of selling value of no more than 0.75 % of selling value of immovable properties under details specified in immovable properties of REIT the agreement

Attachment 7 Page 18

Attachment 7

.No . Description CPNRF CPNREIT (17) Construction Management Fee for No more than 2.0% of total improvement and /or No more than 2.0% of total improvement and /or Improvement and /or Property development cost of Immovable Properties of development cost of Immovable Properties of Development of Property Fund or property fund REIT REIT Such improvement and /or development cost Such improvement and /or development cost includes purchasing cost of the area which is includes purchasing cost of the area which is return from the former tenant but excluding return from the former tenant but excluding design expense, consulting fee and other design expense, consulting fee and other professional fee under detail specified in the professional fee under detail specified in the agreement . agreement . (18 ) Asset Appraisal Company Fee According to rates as specified by the According to rates as specified by REIT management company and such parties . Manager and such parties (19) Tax, Fee, Stamp Duty, and Actual payment as incurred Actual payment as incurred Brokerage Fee Related to Trading of Securities, Immovable Properties or Lease of Immovable Properties (20 ) Insurance Premium Actual payment as incurred Actual payment as incurred (21 ) Application Fee for Registration of According to rates as specified by the relevant According to rates as specified by the relevant Property Fund /Fee for Submission agencies agencies of Registration Statement of Issuance and Offering for Sale of TrustUnits, Fee for Registration of Investment Units /TrustUnits, Listing Fee in the Stock Exchange of Thailand including Registration of Capital Increase or Capital Decrease of Property Fund /REIT, Including Legal Fee for such Transaction

Attachment 7 Page 19

Attachment 7

.No . Description CPNRF CPNREIT (22) Annual Fee and Expense for Being Based on rates set by the Stock Exchange of Based on rates set by the Stock Exchange of a Listed Company in Stock Thailand Thailand Exchange of Thailand (23) Expenses for Preparing Actual payment as incurred Actual payment as incurred Subscription Form, Transaction Confirmation Form, Receipt, Tax Invoice and Other Forms Related to Property Fund /REIT, Including Preparation Expense, Printing Expense, Translation Expense of Prospectus, Application of Establishment, Increase in Capital of Property Fund /REIT, Documents Related to Property Fund /REIT and Preparation and Delivery Expenses of Such Documents (24) Preparation Expense, and Printing Actual payment as incurred Actual payment as incurred and Issuance Expense for Investment Units/Trust Units Certificate (25) Investment Units/Trust Units Actual payment as incurred Actual payment as incurred Registration Document Expense, Accounting Document Expense for Property Fund /REIT, as well as Other Expenses Related to Preparation of Property Fund /Trust Unitholder Registration (26) Preparation and Printing Expense Actual payment as incurred Actual payment as incurred for Written Notice, Advertisement

Attachment 7 Page 20

Attachment 7

.No . Description CPNRF CPNREIT or Notification as required by the SEC Office (27) Preparation Expense, Translation Actual payment as incurred Actual payment as incurred Expense and Delivery Expense of Reports and Letters such as Annual Report, Holding Report of Unitholders/Trust Unitholders, etc . for the Unitholders /Trust Unitholders (28) Fee for Analysis and Feasibility Actual payment as incurred Actual payment as incurred Study and Appropriateness in Purchase, or Disposal of Immovable Properties, Transfer or being Transferred for Leasehold Rights of Immovable Property (29) Fee or Expense for Procurement, Actual payment as incurred Actual payment as incurred Acquisition, Sales, Disposal and Transfer of Assets and Securities of Property Fund /REIT such as Transfer or Being Transferred for Leasehold Rights of Immovable Properties and Securities of Property Fund /REIT (30 ) Additional Construction Expense Actual payment as incurred Actual payment as incurred for Project Completion (in The Event of Immovable Properties under Construction ) (31 ) Expense Related to Operation of Actual payment as incurred Actual payment as incurred Immovable Property Management

Attachment 7 Page 21

Attachment 7

.No . Description CPNRF CPNREIT of Property Fund /REIT such as Employee -Related Expense, Office Equipment Expense, Preparation Expense for Immovable Property Management System, Operating Expense, Maintenance Expense, Repair Expense, Improvement Expense, Utilities Expenses, Marketing and Public Relations Expense, and Other Similar Expenses (32) Expense of Legal Proceeding (if Actual payment as incurred Actual payment as incurred any ), for Instance, Expense Occurred from Collection, Demand, Notification or Any Legal Proceedings for Compulsory Performance or Restitution of Property to Property Fund /REIT, Court Fee, Lawyer Fee, Damage (33) Costs of Prosecution to Fund Actual payment as incurred Actual payment as incurred Supervisor or Trustee for being sued to Comply Their Duties or Demand Compensation from Them for the Interest of Unitholders or Trust Unitholders or Upon the SEC’s order

Attachment 7 Page 22

Attachment 7

.No . Description CPNRF CPNREIT (34) Site Visit Expense of Immovable Actual payment as incurred Actual payment as incurred Properties of Property Fund /REIT (35) Fees or Expenses Incurred when Actual payment as incurred Actual payment as incurred Receiving Payment from Sales of Investment Units or Trust Units or Costs of Payment in Case of Capital Reduction and /or Payment of Dividend or Other Interests such as Bank Fee, Stamp Duty Expense, Postage Expense, Telephone Charge, Facsimile Charge, etc . (36 ) Expenses Connected with Property Actual payment as incurred Actual payment as incurred Fund /REIT such as Registration Fee of Immovable Properties, Specific Business Tax, Property Tax, Stamp Duty, or Any Other Similar Taxes, Expense of the Unitholders/Trust Unitholders Meeting, Expense of the Investment Committee and Meeting, Allowance (for Property Fund ), Printing Expense of Form, Postage Expense for Correspondence with the Unitholders/Trust Unitholders, Cheque Issuance Fee for Refund of Subscription of Investment Units /Trust Units, Advertising or Announcement Expense in

Attachment 7 Page 23

Attachment 7

.No . Description CPNRF CPNREIT Newspaper (if any ), as well as Expenses Incurred Due to Compliance with Law or Requirement of the SEC Office, etc . (37 ) Remuneration of Liquidator and Actual payment as incurred Actual payment as incurred Fund Supervisor or Trustee During Liquidation of Property Fund /REIT until Registration of Termination of Property Fund /REIT to the SEC Office or Change in the Management Company /REIT Manager, Fund Supervisor or Trustee (38 ) Meeting Allowance of the The meeting allowance of the investment None Investment Committee committee shall be considered for payment particularly to the committee member who is appointed by the management company by considering from the knowledgeable and professional person in property field, and the committee who is appointed from the unitholders as follows . - The committee who is appointed from the management company by considering from the knowledgeable and professional person in property for no more than THB 30,000 per time . The committee who is appointed from the unitholders for no more than THB 10,000 per time .

Attachment 7 Page 24

Attachment 7

.No . Description CPNRF CPNREIT (39 ) Fee Related to Loan Financing or Actual payment as incurred Actual payment as incurred Issuance of Instrument with Similar Characteristic (40 ) Interest and Fee from Bank Loan Actual payment as incurred Actual payment as incurred and /or from Issuer Financial Instrument (41 ) Fee and /or Expense of Assessment Actual payment as incurred Actual payment as incurred of Engineering System, Building Inspection Fee, Research Expense (42 ) Cost of Construction Supervision Actual payment as incurred Actual payment as incurred and Control for Repair, Improvement, Construction, Development of Immovable Properties (in the Event where the Management Company or the REIT Manager Appoint Other Service Provider ) (43 ) Unitholders’ or Trust Unitholders’ Actual payment as incurred Actual payment as incurred Meeting Expenses, and Preparation and Publishing; Translation Expense; and Delivery Expense of the Meeting Invitation Letter, Documentation of the Meeting, Minutes of Meeting, Written Notice, Correspondence, Document, News, Notification and any Relevant Information or Documents Required for Preparation in Accordance with the Relevant Notifications of the SEC

Attachment 7 Page 25

Attachment 7

.No . Description CPNRF CPNREIT Office or the Stock Exchange of Thailand Via Different Channels to the Unitholders or Trust Unitholders, Including Electronic Media and Announcement in Newspaper (44 ) Expense Related to Amendment of Actual payment as incurred Actual payment as incurred Trust Deed and /or Registration Statement Occurred as Compliance with the Notification of the SEC, the Notification of the SEC Office, and /or Other Relevant Laws, Excluding Consulting Fee for such Action (45 ) Expense Incurred from Debt Actual payment as incurred Actual payment as incurred Collection or Legal action for Settlement of any Debts or Legal Expenses of Court Proceedings to Maintain the Right of the Unitholder or Trust Unitholders, REIT Manager or Trustee Related to CPNRF or CPNREIT (46 ) Legal Expense Related to Actual payment as incurred Actual payment as incurred Operation of CPNRF or CPNREIT and Management of CPNRF or CPNREIT Including Court Proceeding Expense such as Legal Proceeding Expense, Court Fee and Damage Indemnity to the Third Party, etc .

Attachment 7 Page 26

Attachment 7

.No . Description CPNRF CPNREIT (47 ) Legal Consulting Fee Related to the Actual payment as incurred Actual payment as incurred Operation of CPNRF or CPNREIT, Legal Counseling to CPNRF or CPNREIT; Preparation of Documents and Minutes of Meeting of the Unitholders or Trust Unitholders; Preparation of Documents for Announcement of CPNRF or CPNREIT News to the Unitholders or Trust Unitholders Via Various Channels and Announcements Through the Stock Exchange of Thailand's Website; Preparation of Legal Written Notice, Amendment Documents and Contracts as well as Trust Deed and REIT Manager Appointment Agreement etc . (48 ) Legal Proceeding Expense of the Actual payment as incurred Actual payment as incurred Fund Supervisor or Trustee that Sues the Management Company or REIT Manager to Function Duty or Claim for Damage Indemnity from the Management Company or REIT Manager for the Benefit of all Unitholders or Trust Unitholders or upon the SEC's Orders (49 ) Tax, Penalty, Surcharge, Fee and /or Actual payment as incurred Actual payment as incurred Other Expenses Connected with the Assets of CPNRF or CPNREIT,

Attachment 7 Page 27

Attachment 7

.No . Description CPNRF CPNREIT Operation of CPNRF or CPNREIT as well as Management of Other Non -Core Assets (50 ) Expenses Related to Verification of None Actual payment as incurred Payments of Dividend Payment and /or Capital Reduction and the Notice to Unitholders/ Trust unitholders (51 ) Fee of Other Service Provider (s) According to rates as specified by the According to rates as specified by REIT management company and such parties Manager and such parties

Attachment 7 Page 28

Attachment 8 Expenses relevant to the conversion, dissolution and liquidation Attachment 8

Attachment 8 Costs and Expenses in relation to REIT Conversion and Liquidation of CPNRF

Costs and expenses in relation to conversion of CPNRF into CPNREIT could be summarized as follows :

Estimated Amount (1) Responsible Party Costs and Expenses (THB ) General Expenses 1. Advisory fees including legal advisory fee and independent financial advisory fee 4,500,000 CPNRF 2. Costs and expenses in relation to holding of Pre -EGM 400,000 CPN 3. Costs and expenses in relation to preparation of invitation to meeting of unitholders of CPNRF CPN 4,500,000 (EGM ) 4. Costs and expenses in relation to holding of meeting of unitholders of CPNRF (EGM ) 1,000,000 CPN 5. Costs and expenses in mailing relevant documents after EGM and evidence of unit conversion CPN 700,000 to unitholders 6. Costs and expenses in relation to liquidation of CPNRF and financial statement of liquidation 320,000 CPNRF 7. Costs and expenses in relation to news announcement via newspapers 30,000 CPNRF 8. Fee of right registration and juristic acts for mortgage, long -term lease and tenants of CPNRF 500,000 CPNRF Total 11,950,000 Applicable Fees and Tax Expenses 1. VAT for transferring assets from CPNRF to CPNREIT Exempt (2) 2. Stamp duties for transferring assets from CPNRF to CPNREIT Exempt (2)

3. Income tax of unitholders for the proceeds from a switch of units of property fund into trust ( ) Exempt 2 certificates as a result of the conversion of property fund into real estate investment trust 4. Fee of right registration and juristic acts in relation to transferring assets from CPNRF to ( ) CPNREIT 1,400,000 3 CPNREIT Total 1,400,000 Filing Submission and Registration Fees with the SEC and the SET 1. REIT filing submission fees to be paid to the SEC 100,000 CPNREIT 2. SET listing fees Exempt (4)

Attachment 8 Page 1 Attachment 8

Estimated Amount (1) Responsible Party Costs and Expenses (THB ) Total 100,000 Total significant fees and expenses 13,450,000 Remark :

(1) Total costs and expenses as shown above are estimated and exclusive of VAT and out -of -pocket expenses . They are subject to change without prior notice .

(2) Being exempted for the proceeds derived from the switch of the units of property fund into trust certificates from 1 January 2017 to 31 December 2017 in accordance with Royal Decree under provision in Revenue Code on Revenue Exemption (Issue No .635 ) B.E.2560 (2017 ).

(3) Being exempted in accordance with the Ministerial Regulation on Determination of Fee of Right Registration and Juristic Acts in relation to Real Properties for the Conversion from Property Fund into Real Estate Investment Trust B .E. 2559 (2016 ) dated 23 December 2016 which states that fee of right registration and juristic acts in relation to real properties with capital as a result of conversion of property fund into real estate investment trust pursuant to Trust Laws for Transactions in Capital Market, only applicable for the registration to be executed within 31 December 2017, shall be charged at the rate of 0 .01 %, but not exceeding 100,000 Baht at maximum .

(4) Being exempted in accordance with Notification of the Stock Exchange of Thailand re : Listing Fees for Unit Trusts of Real Estate Investment Trust B .E. 2559 (2016 ) dated 20 October 2016 .

Attachment 8 Page 2

Attachment 9 Report on opinion of Independent Financial Advisor in relation to (1) reasonableness of the conversion and the swap ratio of the investment units of CPN Retail Growth Leasehold Property Fund into the trust units of CPN Retail Growth Leasehold REIT, as well as potential impact on the unitholders of CPN Retail Growth Leasehold Property Fund arising from the conversion, and advantages and disadvantages of the conversion; and (2) acquisition of assets and connected transactions This is a translation copy of the original Thai document. To the extent the translated version of this report conflicts with the Thai version, the Thai version shall prevail.

Report on opinion of Independent Financial Advisor Regarding the conversion of CPN Retail Growth Leasehold Property Fund (CPNRF) into CPN Retail Growth Leasehold REIT (CPNREIT), the investment in Additional Assets No.1, and the appointment of a connected person of the REIT manager to be the property manager To the Unitholders of

CPN Retail Growth Leasehold Property Fund

Prepared by EY Corporate Services Limited 4 August 2017

Table of contents

Table of contents ...... 1 Abbreviation ...... 3 1. Executive summary ...... 9 2. Information of CPNRF and the fund manager of CPNRF ...... 16 2.1 Information of CPNRF ...... 16 2.2 Information of the fund manager of CPNRF ...... 25 2.3 Summary of historical operating results and financial position of CPNRF ...... 27 2.4 Economic and industry overview ...... 33 3. Independent Financial Advisor’s opinion regarding the conversion of CPNRF into CPNREIT...... 40 3.1 Nature of the transaction ...... 40 3.2 Considerations of the conversion ...... 53 3.3 Expected return on investment in CPNRF before and after the conversion and investment in Additional Assets No.1 ...... 62 3.4 Appropriateness of transaction conditions ...... 68 3.5 Independent financial advisor’s opinion on the conversion ...... 68 4. Opinion of the Independent Financial Advisor on the acquisition of assets of CPNREIT and the transaction between CPNREIT and connected persons of the REIT manager...... 70 4.1 Nature of the transaction ...... 70 4.2 Appropriateness of transaction value and transaction conditions ...... 90 4.3 Reasonableness of the investment in Additional Assets No.1 and the transactions between CPNREIT and a connected person of the REIT manager ...... 107 4.4 Independent Financial Advisor’s opinion on the investment in Additional Assets No.1 and the transaction between the CPNREIT and connected person of the REIT manager ...... 118

5. The Independent Financial Advisor's opinion on the appointment of the property manager who is a connected person with the REIT manager ...... 120 5.1 Nature of transaction ...... 120 5.2 Reasonableness of the transaction ...... 122 5.3 Appropriateness of transaction value and transaction conditions ...... 125 5.4 Independent Financial Advisor’s opinion on the transaction between CPNREIT and connected person of the REIT manager ...... 127 6. Summary of the Independent Financial Advisor’s opinion ...... 128 7. Appendices ...... 131

Abbreviation Abbreviations Descriptions % YoY Year-on-year percentage change Additional Assets No.1 1) Leasehold rights of CentralFestival Pattaya Beach Shopping Complex (certain parts) and Hilton Pattaya (whole), including indoor parking spaces (certain parts) 2) Leasehold rights of the utilities systems of CentralFestival Pattaya Beach Shopping Complex and Hilton Pattaya 3) Ownership of movable properties related to CentralFestival Pattaya Beach Shopping Complex (certain parts) and Hilton Pattaya (whole) BIBOR Bangkok Interbank Offered Rate BOT Bank of Thailand CAGR Compound Annual Growth Rate CAPEX Capital Expenditure CAPM Capital Asset Pricing Model CBD Central Business District CBRE CB Richard Ellis (Thailand) Company Limited CPN Central Pattana Public Company Limited CPN Pattaya CPN Pattaya Company Limited CPNREIT CPN Retail Growth Leasehold Real Estate Investment Trust CPNRF CPN Retail Growth Leasehold Property Fund CPNRM or the “Settlor” or the “REIT CPN REIT Management Company Limited manager” DCF Discounted Cash Flow method EBIT Earnings before interest and taxes EBITDA Earnings before interest, taxes, depreciation and amortisation GDP Gross Domestic Products IFA Independent Financial Advisor or EY Corporate Services Limited IRR Internal rate of return KBANK Kasikornbank Public Company Limited Ke Cost of Equity MLR Minimum Lending Rate MPC The Monetary Policy Committee 3

Abbreviations Descriptions NAV Net Asset Value NEDSB Office of The National Economic and Social Development Board NPV Net Present Value POMEC Property Operations Maintenance and Energy Costs QX Quarter X REIT Real Estate Investment Trust Rf Risk-free rate SCB Siam Commercial Bank Public Company Limited SCBAM or Fund manager SCB Asset Management Company Limited SEC The Securities and Exchange Commission SET The Stock Exchange of Thailand Sq.m. Square metre Sublessee or SPV A subsidiary of CPN, which will be established in the future to sublease the Hilton Pattaya from CPNREIT and provision for benefits from the property. TAV Total Assets Value THB Thai Baht TSD Thailand Securities Depository WACC Weighted Average Cost of Capital

EY Corporate Services Limited 33rd Floor, Lake Rajada Office Complex 193/136-7 Rajadapisek Road Klongtoey, Bangkok 10110 G.P.O. Box 1047, Bangkok 10501, Thailand Tel: +66 2264 9090 Tax: +66 2264 0789-90 www.ey.com

4 August 2017

Subject Opinion of the Independent Financial Advisor regarding the conversion of the CPN Retail Growth Leasehold Property Fund (CPNRF) into the CPN Retail Growth Leasehold REIT (CPNREIT), the investment in Additional Assets No.1, and the appointment of a connected person of the REIT manager to be the property manager

To Unitholders of CPN Retail Growth Leasehold Property Fund

SCB Asset Management Company Limited (“SCBAM” or “Fund manager”) has notified in the resolution of the meeting of the Investment Committee of CPN Retail Growth Leasehold Property Fund (“CPNRF”) dated 21 July 2017 regarding the conversion of the CPNRF into the CPN Retail Growth Leasehold REIT (“CPNREIT”) that the Fund manager and Central Pattana Public Company Limited (“CPN”), as the unitholder of CPNRF, have expressed an intention to convert CPNRF into CPNREIT and to additionally invest in assets of CentralFestival Pattaya Beach Shopping Complex (certain parts) and Hilton Pattaya (whole), leasehold rights of the utilities systems of CentralFestival Pattaya Beach Shopping Complex and Hilton Pattaya and ownership of movable properties of CentralFestival Pattaya Beach Shopping Complex (certain parts) and Hilton Pattaya (whole) (collectively referred to as “Additional Assets No.1”) for the benefit of CPNRF unitholders.

CPNRF is unable to increase its capital for additional investments in properties in accordance with the Notification of the Securities and Exchange Commission No. SorNor. 25/2552 Re: Rules, Conditions and Procedures for Establishment and Management of Property Funds (including its amendments) and the Notification of the Securities and Exchange Commission No. KorNor. 11/2552 Re: Rules, Conditions and Procedures for Borrowing in the name of the Mutual Funds and Creating Encumbrance on Assets of Mutual Funds (including its amendments), which stipulates that an application for approval of capital increase for additional investments in properties must be submitted to the Securities and Exchange Commission (“SEC”) within 31 December 2013. In addition, the income tax exemption granted to CPNRF unitholders, and the tax benefits granted to property funds, including exemption from value added tax, specific business tax, and stamp duty, and other benefits relating to property registration and transaction fees arising from the conversion of 5

property fund into REIT will expire on 31 December 2017. The meeting of the Investment Committee of CPNRF has therefore resolved to propose the following agendas to be considered at the Unitholders’ Meeting of CPNRF No. 1/2017 on 28 August 2017.

Agenda 2 To consider and approve the appointment of a third party which is not the Fund manager to act as the REIT manager of CPNREIT;

Agenda 3 To consider and approve the appointment of a third party which is not the trustee of CPNRF to act as the trustee of CPNREIT;

Agenda 4 To consider and approve the investment in the Additional Assets No.1 by CPNREIT by means of obtaining loans;

Agenda 5 To consider and approve the loan transaction and the entering into conflict of interest with CPNREIT;

Agenda 6 To consider and approve the appointment of the property manager and the entering into a connected transaction between CPNREIT and a connected person of the REIT manager;

Agenda 7 To consider and approve the amendments to the fund scheme;

Agenda 8 To consider and approve the dissolution, liquidation, and appointment of the liquidator of CPNRF; and

Agenda 9 To consider other matters (if any).

The meeting of the CPNRF Investment Committee has appointed EY Corporate Services Limited (“Independent Financial Advisor” or “IFA”), which is a financial advisor approved by the SEC and is independent to CPNRF, CPNREIT, SCBAM and CPN, to render an opinion to CPNRF unitholders concerning the conversion of CPNRF into CPNREIT, the investment in the Additional Assets No.1 by CPNREIT, and the appointment of a connected person with the REIT manager to be the property manager, as follows:

1. An IFA opinion regarding the conversion of CPNRF into CPNREIT, which must be approved by resolution of a meeting of CPNRF’s unitholders with no less than three-quarters of total votes of attending unitholders with voting rights. Unitholders having a special interest in the matter are not eligible to vote (there is no unitholder having a special interest in this agenda), in accordance with the Notification of the Capital Market Supervisory Board No. TorJor. 34/2559 Re: Conversion of Property Mutual Fund into Real Estate Investment Trust. 2. An IFA opinion regarding the acquisition of assets of REIT (Additional Assets No.1) (please see details in Section 4.2 Appropriateness of investment value and transaction conditions) from CPN Pattaya Co., Ltd. (“CPN Pattaya”) for an amount of THB 11,908 million (excluding transaction costs for the investment in Additional Assets No.1), accounting for 36.0% of total asset value of CPNRF as of 31 March 2017 according to the computation of size of asset acquisition or disposal transaction, and accounting for 40.3% of net asset value of CPNRF as of 31 March 2017 according to the computation of size of connected transaction. This transaction also includes the lease of space at Hilton Pattaya by CPNREIT to a subsidiary of CPN, with the transaction size of fixed rent not exceeding THB 2,400 million or accounting for 8.1% of the net asset value of CPNRF as of 31 March 2017 calculated based on the size of the connected transaction. The execution of the above transactions must be approved by resolution of a meeting of CPNRF’s unitholders with no less than three-quarters of total votes of attending unitholders with voting rights (unitholders having a special interest in the matter not eligible to vote), in accordance with the Notification of the Capital Market Supervisory Board No. Sor Ror. 26/2555 Re: Provision relating to Particulars, Terms and Conditions in a Trust Instrument of Real Estate Investment Trust, clause No. 11 Re: Acquiring Principal Asset and Accessories and clause No. 19 Re: Transactions between a REIT and a REIT manager or Related Persons of the REIT manager dated 21 November 2012. 3. An IFA opinion regarding the appointment of a connected person of the REIT manager to be the property manager, with the transaction size not exceeding THB 4,620 million or accounting for 15.6% of the net asset value of CPNRF as calculated based on the size of the connected transaction. This transaction must be approved by resolution of a meeting of CPNRF’s unitholders with no less than three-quarters of total votes of attending unitholders with voting rights (unitholders having a special interest in the matter not eligible to vote) in accordance with the Notification of

the Capital Market Supervisory Board No. SorRor. 26/2555 Re: Provision relating to Particulars, Terms and Conditions in a Trust Instrument of Real Estate Investment Trust, clause No. 19 Re: Transactions between a REIT and a REIT manager or Related Persons of the REIT manager dated 21 November 2012.

This IFA report includes an executive summary, CPNRF information, the IFA’s opinion regarding the conversion of CPNRF into CPNREIT, the IFA’s opinion regarding the investment in the Additional Assets No.1, the IFA’s opinion regarding the appointment of a connected person of the REIT manager to be the property manager, and a summary of the IFA’s opinions. The IFA has prepared this report based on publicly available information and publications, information and documents obtained from CPN, SCBAM, CPNRF, other relevant advisors, and the asset appraisal reports prepared by independent appraisers. The IFA assumes no obligation to verify the accuracy or completeness of the information obtained from CPN, SCBAM, CPNRF and other relevant advisors.

The objective of this report is solely to provide an opinion to the unitholders of CPNRF on the conversion of CPNRF into CPNREIT, the CPNREIT’s investment in the Additional Assets No.1 and the appointment of a connected person of the REIT manager to be the property manager. A final decision to approve or reject the entering into these transactions will be made at the sole discretion of each of the unitholders.

1. Executive summary

Currently, property fund is unable to increase its capital or obtain additional loans for additional investments in properties in accordance with the Notification of the Securities and Exchange Commission No. SorNor. 25/2552 Re: Rules, Conditions and Procedures for Establishment and Management of Property Funds (including its amendments) and the Notification of the Securities and Exchange Commission No. KorNor. 11/2552 Re: Rules, Conditions and Procedures for Borrowing in the name of Mutual Funds and Creating Encumbrance on Assets of Mutual Funds (including its amendments), which stipulates that an application for approval of capital increase for additional investments in properties must be submitted to the Securities and Exchange Commission (“SEC”) within 31 December 2013. In addition, to promote the conversion of property fund into REIT, the Royal Decree issued under the Revenue Code regarding tax exemption (No. 635) B.E. 2560 provides the income tax exemption granted to property fund unitholders, and the tax benefits granted to property funds, including exemption from value added tax, specific business tax, and stamp duty, and other benefits relating to property registration and related transaction fees arising from the conversion of property fund into REIT. These benefits will expire on 31 December 2017.

Given the limitations of property funds, and tax benefits and fees relating to conversion of a property fund into a REIT, the Investment Committee of CPNRF by the Fund manager and CPN, as the unitholder of CPNRF, have expressed an intention to convert CPNRF into CPNREIT and to additionally invest in the Additional Assets No.1 in an amount of THB 11,908 million for the benefit to CPNRF unitholders. The investment in the Additional Assets No.1 will be undertaken at the same time or close to the conversion of CPNRF into CPNREIT but will no longer than one year from the unitholders’ meeting approving the investment in Additional Assets No.1. The transactions relating to such investment include sub-leasing and collection of rental fees for leasable areas at CentralFestival Pattaya Beach Project from retail tenants, and sub-letting and collection of rental fees for leasable areas at Hilton Pattaya from a subsidiary of CPN that is to be incorporated later (“Sublessee” or “SPV”). The rental fee in the lease agreement made between CPNREIT and SPV consists of fixed rent and variable rent and it would have a value of fixed rent not exceeding THB 2,400 million for approximately 9 years (the term of the contract is 3 years and can be renewed for a further 2 terms of 3 years, excluding the first sublease contract that will be effective until the end of 2017). Additionally, the transactions related in the investment in the Additional Assets No.1 include the appointment of CPN to be the property manager. Nevertheless, the funding for this investment in the Additional Assets No.1 would be borrowings from financial 9

institutions, accounting for not more than 35% of the total asset value, which is within the borrowing limit of CPNREIT at the end of day of the registration of leasehold rights to be transferred as a result of the conversion and investment in the Additional Assets No. 1.

At the meeting of the Investment Committee on 21 July 2017, the Investment Committee of CPNRF approved to hold the unitholders’ meeting of CPNRF No. 1/2017 on 28 August 2017 to consider the approval of the conversion of CPNRF into CPNREIT and other related transactions, the approval of CPNREIT’s investment in the Additional Assets No.1 and other related transactions, and the approval of the appointment of CPN to be the property manager.

The conversion of CPNRF into CPNREIT must be approved by resolution of a meeting of CPNRF’s unitholders with no less than three-quarters of total votes of attending unitholders with voting rights. Unitholders having a special interest in the matter are not eligible to vote, in accordance with the Notification of the Capital Market Supervisory Board No. TorJor. 34/2559 Re: Conversion of Property Mutual Fund into Real Estate Investment Trust.

The investment in the Additional Assets No.1, of which transaction size accounts for 36.0% of total asset value of CPNRF as of 31 March 2017, and the execution of transactions which relate to the investment in the Additional Assets No.1 including subleasing and collection of rental at Hilton Pattaya from SPV, a subsidiary of CPN which is to be incorporated later, by CPNREIT with a transaction size of fixed rent not more than THB 2,400 million or accounting for not exceeding 8.1% of net asset value of CPNRF, are deemed as asset acquisition and connected transaction, respectively. The transactions must be disclosed to the SET and approved by resolution of CPNRF’s unitholders meeting with no less than three-quarters of total votes of attending unitholders with voting rights. Unitholders having a special interest in the matter are not eligible to vote, in accordance with the Notification of the Capital Market Supervisory Board No. SorRor. 26/2555 Re: Provision relating to Particulars, Terms and Conditions in a Trust Instrument of Real Estate Investment Trust, clause No. 11 Re: Acquiring Principal Asset and Accessories and clause No. 19 Re: Transactions between a REIT and a REIT manager or Related Persons of the REIT manager dated 21 November 2012 (including amendments).

The appointment of a connected person of the REIT manager to be the property manager has a total transaction value of not exceeding THB 4,620 million or 15.6% of net asset value of CPNRF and is also deemed as a connected transaction which must be disclosed to the SET, and approved by resolution of a CPNRF’s unitholders meeting with no less than three-quarters of total votes of attending unitholders with voting rights, and with unitholders having a special interest in the matter not eligible to vote, in accordance with the Notification of the Capital Market Supervisory Board No. Sor Ror. 26/2555 Re: Provision relating to Particulars, Terms and Conditions in a Trust Instrument of Real Estate Investment Trust, clause No. 19 Re: Transactions between a REIT and a REIT manager or Related Persons of the REIT manager dated 21 November 2012.

The resolution and execution of those three transactions (i.e. the conversion of CPNRF into CPNREIT, the investment in the Additional Assets No.1, and the appointment of property manager) are connected and inter-conditional transactions. The three transactions may therefore be executed only when they and other relevant transactions are all approved by the resolution of the Unitholders’ Meeting of CPNRF No. 1/2017.

A meeting of the CPNRF Investment Committee has appointed EY Corporate Services Limited (“Independent Financial Advisor” or “IFA”), which is a financial advisor approved by the SEC and is independent of CPNRF, CPNREIT, SCBAM and CPN, to render an opinion to CPNRF unitholders concerning the conversion of CPNRF into CPNREIT, the investment in the Additional Assets No.1 by CPNREIT, and the appointment of connected person of REIT manager to be a property manager. As these transactions are connected and inter- conditional, the IFA has therefore rendered its opinions accordingly and has not considered these transactions separately, as follows:

1) The IFA’s opinion regarding the conversion of CPNRF into CPNREIT

The IFA has considered the status of CPNRF and CPNREIT, and has noted that the conversion will support the objective of CPNRF on making additional asset investments, because the status of CPNREIT will enable it to increase capital and/or increase borrowing limits in order to fund additional investments in properties and/or leasehold rights to properties, and also enhance its ability to increase the diversity of its property investments. However, the conversion of CPNRF into CPNREIT will increase the tax burden for certain groups of unitholders (Please see 3.2.4: Advantages, disadvantages and risks of the conversion of CPNRF into CPNREIT).

The IFA has analysed the impact on the unitholders of CPNRF if the conversion and the investment in the Additional Assets No.1, amounting to THB 11,908 million (excluding fees and expenses related to the investment in the Additional Assets No.1), with borrowings from financial institutions are carried out and found that the internal rate of return (IRR) to the unitholders would increase from approximately 7.0% per annum in the case of no conversion to approximately 8.7% per annum, illustrating that the conversion to CPNREIT and investment in the Additional Assets No.1 would enhance the overall returns to the unitholders. The size of investment in the Additional Assets No.1 is also deemed to be appropriate (as discussed in the next section).

In addition, a swap ratio of one investment unit of CPNRF to one trust unit of CPNREIT is appropriate because it will not cause the significant difference in net asset value between CPNRF and CPNREIT, if not considering the expenses related to the conversion, and will not affect to rights of unitholders such as rights to vote and rights to receive investment returns. For these reasons, the IFA is of the opinion that the conversion of CPNRF into CPNREIT and the investment in the Additional Assets No.1, with an investment value of THB 11,908 million, is reasonable and would be beneficial to unitholders. Therefore, the unitholders should approve the transaction.

2) The IFA’s opinion regarding the investment in CPNREIT assets and the execution of transactions between the REIT and connected persons of the REIT manager

The IFA has considered the transactions related to the investment in the Additional Assets No.1 from CPN Pattaya, together with other relevant transactions, including the sub-lease and collection of fees for leasable areas of Hilton Pattaya from SPV, which is a connected person of the REIT manager, as well as the appointment of a connected person of the REIT manager to be the property manager, because these transactions are related to each other and must be executed together. The assets of Additional Assets No.1 to be acquired by CPNREIT are summarised belows: 1. Leasehold rights of certain parts of CentralFestival Pattaya Beach Project, and indoor parking spaces within the building (certain parts), covering an area of 70,095 sq.m from the total usable area and indoor parking spaces of 114,685 sq.m.1, leasehold rights of the utilities systems and ownership of movable properties.

1 CPNREIT will not invest in certain areas of CentralFestival Pattaya Beach Complex. These areas include the areas where CPN Pattaya leases out to the tenants who pay for the long-term leasehold right in terms of lease agreement (leasehold fee) and the area under renovation or with renovation plan; and parking areas under the right of CPN Pattaya. 12

2. Leasehold rights to Hilton Pattaya with a total of 302 rooms, covering a usable area and parking spaces of 49,686 sq.m. leasehold rights of the utilities systems and ownership of movable properties.

Besides, CPN Pattaya, as an entity with an ownership in the Additional Assets No.1’s buildings and structures thereon and the holder of leasehold and/or sub-leasehold rights to the land on which the properties are situated, will grant CPNREIT the right to use areas in which CPNREIT has not invested, but are related to the leased properties, such as common areas, parking spaces and the road encompassing the properties and the access way to CentralFestival Pattaya Beach Project and Hilton Pattaya without any charges taking into consideration the benefit of business operations of the CentralFestival Pattaya Beach Project and Hilton Pattaya.

A summary of the Additional Assets No.1’s values as appraised by two independent appraisers and the IFA is shown in the below table. Higher/(lower) than % difference from Value of the Additional Unit: THB million THB 11,908 million THB 11,908 million Assets No.1 investment size investment size Quality Appraisal Co., Ltd. 10,610 (1,298) (12.2) Sims Property Consultant Co., Ltd. 10,423 (1,485) (14.3) IFA 11,262 - 12,141 (646) - 233 (5.7) - 1.9

The investment in the Additional Assets No.1 payable to CPN Pattaya, amounting to THB 11,908 million is higher than the values appraised by the independent appraisers. However, the IFA is of the opinion that such amount is within the range calculated by the IFA using the discounted cash flow method, which is THB 11,262 million – THB 12,141 million. Therefore, the IFA deems the value of investment in the Additional Assets No.1 to be appropriate. Moreover, the investment in the Additional Assets No.1 is reasonable and would be beneficial to the REIT and its unitholders, because it is in accordance with the investment policy and establishment objectives of CPNRF, as it will be enable the expansion of the assets and the customer base, and reduce risk by diversifying the sources of rental income. In addition, Additional Assets No.1 is high quality real estate, with a good location and high potential for commercial opportunities. In addition, the transactions with respect to sub-leasing and collection of fees for leasable areas at Hilton Pattaya with SPV, which is a connected person of the REIT manager, is deemed to be reasonable and will not cause CPNREIT to lose benefits. Because CPNREIT cannot operate the hotel business, but can lease 13

real estate to make a benefit from investment property, SPV, a connected person of the REIT manager, thus, will sub-lease Hilton Pattaya from CPNREIT. The sub-lessee will still appoint Hilton Group to continuously be the hotel manager of Hilton Pattaya according to current hotel management contract conditions. Moreover, not less than two-thirds of rental fees are fixed in accordance with the regulation of SEC2, which helps to reduce risk arising from fluctuations in operating results of the hotel. For these reasons, the IFA is of the opinion that the investment in the Additional Assets No.1 with an investment value of THB 11,908 million payable to CPN Pattaya and the transaction between CPNREIT and SPV, which is a connected person of the REIT manager, is reasonable and would be beneficial to the unitholders. Therefore, the unitholders should approve the transaction.

3) The IFA’s opinion regarding the appointment of a connected person of the REIT manager to be the property manager

The appointment of CPN to be the property manager is done under the new property manager appointment agreement, which have all material terms and conditions as same as those of CPNRF, except for the calculation basis of the property management fee. The new property management fee calculation is based on the value of the investment properties (excluding investment properties related to hotels) at the end of each month, as reported in the net asset value report of CPNREIT (after the conversion of CPNRF), which is certified by the Trustee of CPNREIT on a monthly basis. The net asset value of CPNRF will no longer be used as a basis.

The current and the new calculation methods of property management fee for CPNREIT can be summarised as follows:

CPNRF’s property management fee calculation CPNREIT’s property management fee calculation At the rate of not exceeding 0.30% per annum of At the rate of not exceeding 0.28% per annum of the the net asset value, calculated on the last day of value of investment properties from the net asset each month value report of CPNREIT approved by the Trustee of CPNREIT in each month (excluding the value of investment properties of hotel), calculated on the last day of each month

2 In case the REIT will let a business operator to lease its real estate which is business premises, for instance, hotel, there shall be an agreement stipulating the mainly exact amount of the rental fee. In case of having extra rental fee referred to the operating results of the lessee’s business, the maximum of the extra rental fee thereof shall not exceed 50% of such exact rental fee (the Notification of the Capital Market Supervisory Board No. TorJor 49/2555 Re: Insurance and Offer for Sale of Units of Real Estate Investment Trust) 14

The objective of such amendment is to derive a fee which better reflects the value of the core assets of CPNREIT that are managed by the property manager, whereby the calculation method is not affected by the REIT’s capital structure (especially the debt ratio).

The IFA is of the opinion that the appointment of CPN to be the property manager is appropriate because CPN has expertise and experience in shopping complex management. Additionally, the IFA has considered the rationale for the amendment to the calculation of the property management fee and has performed comparative analysis of the new and current calculation methods, and is of the opinion that the new calculation method is reasonable, because it is based on the value of the REIT’s core assets, which are exclusively managed by the property manager, and does not take into account other assets not managed by the property manager (in this case, Hilton Pattaya, after the investment in Additional Assets No.1 has been made). In addition, the basis of such calculation is dependent on CPNREIT’s net asset value appraisal report, which is reviewed and certified by the Trustee of CPNREIT. Moreover, the rate used under the new calculation method does not lead to any significant difference between the new and current property management fee. For these reasons, the IFA is of the opinion that the appointment of a connected person of REIT manager to be the property manager, together with the investment in Additional Assets No.1 with an investment value of THB 11,908 million by borrowing is reasonable and beneficial to the unitholders. Therefore, the unitholders should approve the transaction.

This executive summary should be read together with other parts of the IFA report.

The opinions of the IFA are rendered on the basis of publicly available information, information obtained from CPN, SCBAM, CPNRF, related advisors and the asset appraisal reports prepared by independent appraisers, which are assumed to be correct and completed. However, the IFA is unable to provide any assurance as to the accuracy or completeness of such information.

The IFA’s opinion is to be used solely as supporting information by CPNRF’s unitholders, in considering the conversion of CPNRF into CPNREIT, the investment in the Additional Assets No.1 by CPNREIT and the appointment of connected person of REIT manager to be the property manager. The final decision to approve or reject the transactions will be made at the sole discretion of each of the unitholders.

2. Information of CPNRF and the fund manager of CPNRF

2.1 Information of CPNRF

2.1.1 Business overview and significant milestones

CPNRF is a closed-end specific leasehold property fund with an indefinite maturity, which was established on 11 August 2005. CPNRF’s units were listed and first traded on the Stock Exchange of Thailand (“SET”) on 23 August 2005. The objective of CPNRF is to raise funds from unitholders to invest in leasehold property rights and related equipment. On 30 June 2017, CPNRF had a total registered and paid-up capital of THB 22,125 million.

On 11 August 2005, CPNRF made an initial investment in the subleasehold/leasehold rights of two projects: CentralPlaza Rama 2 Project and CentralPlaza Rama 3 Project. Subsequently, CPNRF raised fund from its first capital increase on 4 November 2009 to invest in the leasehold right of CentralPlaza Pinklao Project and from its second capital increase on 23 April 2014 to invest in the leasehold right of CentralPlaza Chiangmai Airport Project.

The key information of CPNRF is summarised in the following table.

Item Description Fund name CPN Retail Growth Leasehold Property Fund Fund type Closed-end and specific property fund Property manager Central Pattana Public Company Limited Fund manager SCB Asset Management Company Limited Fund supervisor/trustee Kasikornbank Public Company Limited Registrar Siam Commercial Bank Public Company Limited Fund period Indefinite maturity3 Investment properties CentralPlaza Rama 2 Project, CentralPlaza Rama 3 Project, CentralPlaza Pinklao Project and CentralPlaza Chiangmai Airport Project Registered and paid-up capital THB 22,124,767,000 (2,212.5 million units with par value at THB 10.0 per unit) Source: Resolutions of the Investment Committee of CPNRF on 21 July 2017, and information from SET

3 As CPNRF invests in the leasehold rights with definite maturities, it is possible that the maturity of CPNRF is equal to the remaining maturities of the leasehold rights. 16

The following table summarises significant developments of CPNRF.

Date Significant developments 11 August 2005 ► CPNRF was established as a closed-end specific property fund ► Initially invested in the subleasehold/leasehold right of CentralPlaza Rama 2 Project and CentralPlaza Rama 3 Project 23 August 2005 CPNRF units were listed and traded on the SET 4 November 2009 First capital increase to fund investment in the leasehold right of CentralPlaza Pinklao Project 23 April 2014 Second capital increase to fund investment in the leasehold right to CentralPlaza Chiangmai Airport Project Source: CPNRF website

2.1.2 List of unitholders of CPNRF

Based on the reviewed financial statements ended 31 March 2017, CPNRF had a total registered and paid-up capital of 2,212,476,700 units. The top ten major unitholders of CPNRF by shareholding percentage as at 17 May 2017 (the latest closing date of the registrar) are presented in the following table.

No. Name of unitholder Number of units held % 1 Central Pattana Public Company Limited 590,521,686 26.69 2 Government Savings Bank 68,004,833 3.07 3 Mrs. Arunee Chan 54,195,800 2.45 4 HSBC (Singapore) Nominees Pte Ltd 46,277,410 2.09 5 Bangkok Life Assurance Public Company Limited 37,367,952 1.69 6 GIC Private Limited 37,304,437 1.69 7 TMB Property Income Plus Fund 34,433,600 1.56 8 Muang Thai Life Assurance Public Company Limited 34,200,020 1.55 9 Thai Life Insurance Public Company Limited 34,491,100 1.51 HSBC Bank Plc - HSBC Institutional TST SVS(IRE) Ltd First 10 33,261,756 1.50 State Global Umbrella Fund Plc - First State Asian Equ Other unitholders 1,243,418,106 56.20 Total 2,212,476,700 100.00 Source: The Stock Exchange of Thailand

2.1.3 Objectives and management structure of CPNRF

CPNRF is a mutual fund with the objective of raising funds from both individual and institutional investors in both Thailand and abroad, using the fund proceeds for purchasing, leasing and/or subleasing of properties. CPNRF was transferred ownership and/or leasehold rights and/or sublease rights in the properties and generates benefits from such properties by ways of letting out, subletting, transferring and/or disposal of the invested properties, as well as improvement, modification and construction and/or development of those properties by obtaining transfers of construction permits and/or applying for other permits and/or taking any other relevant and necessary actions for the benefit of the properties with a view to generate income and yields for CPNRF and its unitholders. In addition, CPNRF invests in other properties and/or other securities and/or generates returns by any other means as allowed by the securities laws and/or any other applicable laws.

The following diagram presents the current structure of CPNRF.

Structure of CPNRF

2.1.4 Assets of CPNRF As of 31 March 2017, CPNRF has invested in the leasehold/sub-leasehold rights of 4 properties as follows: CPNRF’s initial investment CentralPlaza Rama 2 Project (information as of 31 March 2017) Investment date 11 August 2005 Location No. 160, Rama 2 Road, Samaedam, Bangkhuntien, Bangkok Type of investment of CPNRF Sub-leasehold right of land which is the location of building of CentralPlaza Rama 2 and leasehold right of the (certain parts) building of CentralPlaza Rama 2 and (certain parts) parking building as well as utilities system, wastewater treatment system and facilities related to CentralPlaza Rama 2. Lease term 20 years, remained for approximately 8 years (to be expired on 15 August 2025) Lessor Central Pattana Rama 2 Company Limited Pieces of land invested by CPNRF The sub-leasehold right of land located at Samae Dam Sub-district, Bang Khun Thian District, Bangkok in total area of 53-2-38.4 rai being separated into: - Title deed no. 4313 for 16-3-90.5 rai - Title deed no. 4314 for 27-1-24.5 rai - Title deed no. 85312 for 3-0-47.2 rai - Title deed no. 49534 for 6-0-76.2 rai Building invested by CPNRF Leasehold right of CentralPlaza Rama 2 building (certain parts), which is a 5-storey building with 1-storey underground, and parking building (certain parts) with below details: - Approximate 152,369 sq.m. of gross area - Approximate 87,612 sq.m. of leasable area - Approximate 98,813 sq.m. of parking area Utilities and facilities invested by The leasehold right of utilities system, wastewater treatment system and CPNRF facilities installed and used inside the building of CentralPlaza Rama 2 from Central Pattana Rama 2 Co., Ltd who is the title owner.

Movable properties invested by Title of movable properties related to CentralPlaza Rama 2 project e.g. CPNRF both permanent and temporary fixing decorative equipment and any other equipment used for decorative or facilitating purpose for the users of the shopping mall. That is, the said movable properties are not assets which are component parts of the building of the shopping mall. Appraisal value of assets CPNRF has engaged the independent appraiser which is S.L. Standard Appraisal Co., Ltd, to appraise the asset investment using Income Approach. The appraisal value of CentralPlaza Rama 2 Project as at 30 March 2017 has been THB 6,520 million. Source: Resolutions of the Investment Committee of CPNRF as of 21 July 2017 CentralPlaza Rama 3 Project (information as of 31 March 2017)

Investment date 11 August 2005 Location No. 79, 79/1-79/2, 79/4-79/33 Sathu Pradit Road, Chong Nonsi Sub- district, Yannawa District, Bangkok Type of investment of CPNRF Leasehold right of (certain parts) land and building of CentralPlaza Rama 3 Project and (certain parts) parking area inside the building from Central Pattana Rama 3 Co., Ltd. Moreover, CPNRF has purchased and/or been transferred the title in utilities system and facilities related to CentralPlaza Rama 3 from Central Realty Service Rama 3 Co., Ltd. Lease term 30 years, remaining approximately 18 years (to be expired on 15 August 2025). CPNRF is entitled to extend Lease term for another 2 times at 30 years each, whereby CPNRF pays the rental fees and deposits pursuant to the terms of the lease agreement in full in a single payment. Lessor Central Pattana Rama 3 Co., Ltd. (for land and building) and Central Realty Service Rama 3 Co., Ltd. (for the utilities systems and facilities) Pieces of land invested by CPNRF Leasehold right to land in Chongnonsi, Yannawa, Bangkok of 12-2-44.6 rai, with the following details: - Title deed no. 53132 covering 12-0-83.4 rai - Title deed no. 53133 covering 0-1-61.2 rai Building invested by CPNRF Leasehold right of (certain parts) building of CentralPlaza Rama 3, consisting of 8-storey building and 3-storey underground under current utilisation as the shopping mall building, (certain parts) parking area and service area under below details: 20

- Approximate 79,554 sq.m. of gross area - Approximate 37,346 sq.m. of leasable area - Approximate 90,186 sq.m. of parking area Utilities and facilities invested by Title (by purchase and/or being transferred) of utilities system and CPNRF facilities of the building of CentralPlaza Rama 3 e.g. electrical system, utilities system, telephone system, elevators, escalators, air-conditioning system and engineering work system which are installed and used inside the building of CentralPlaza Rama 3, is from Central Realty Service Rama 3 Co., Ltd who is the title owner. Movable properties invested by Title of movable properties related to CentralPlaza Rama 3 Project e.g. CPNRF both permanent and temporary fixing decorative equipment and any other equipment used for decorative or facilitating purpose for users of the shopping mall. That is, the said movable properties are not assets which are the component parts of the building of the shopping mall. Appraisal value of assets CPNRF has engaged the independent appraiser which is S.L. Standard Appraisal Co., Ltd, to appraise the asset using Income Approach. The appraisal value of CentralPlaza Rama 3 Project as at 30 March 2017 has been THB 9,540 million. Source: Resolutions of the Investment Committee of CPNRF as of 21 July 2017

CPNRF’s additional investment No.1 CentralPlaza Pinklao Project (information as of 31 March 2017)

Investment date 4 November 2009 Location No. 7/3 – 7/128, 7/129 – 7/221, 7/222 – 7/552, and 7/553, Boromratchachonani Road, Arunamarin, Bangkok Noi, Bangkok Type of investment of CPNRF Sub-leasehold right of land which is the location of building of CentralPlaza Pinklao and leasehold right of one (certain parts) building of CentralPlaza Pinklao, two (whole) office buildings and parking area inside the building. In addition, CPNRF will lease the related utilities systems and assets of CentralPlaza Pinklao Project Lease term 15 years, remaining for approximately 7 years (to be expired on 31 December 2024) Lessor Central Pattana Public Company Limited (“CPN”)

Land invested by CPNRF The subleasehold right to land in Bang Bamru, Bangplad, Bangkok of 24-2-84 rai, with the following details: - Title deed no. 1041 covering 22-0-72 rai - Title deed no. 1054 covering 2-2-12 rai CPNRF has granted the right to use road around the Project and entrance of the Project to Central Pinklao Department Store Co., Ltd. and CPN, and the tenant of the space and users of both aforesaid companies. Building invested by CPNRF Leasehold right of (certain parts) one building of CentralPlaza Pinklao, consisting of 7-storey building and 1-storey underground, both office buildings consisting of 26-storey Pinklao Office Building – Tower A and 18-storey Pinklao Office Building – Tower B, and parking area inside the building consisting of 10-storey high and 1-storey underground, as well as systems related to the building of CentralPlaza Pinklao, office building, and (certain parts) parking area , with the following details - Approximate 117,735 sq.m. of gross area - Approximate 61,710 sq.m. of leasable area - Approximate 67,936 sq.m. of parking area Utilities and facilities invested by Leasehold right of electrical system, utilities system, telephone system, CPNRF elevators, escalators, air-conditioning system, engineering work system, wastewater treatment system and facilities which are installed and used in real properties of CentralPlaza Pinklao Project and any right regarding or relating to the said systems. Movable properties invested by Title of movable properties related to CentralPlaza Pinklao Project, CPNRF Pinklao Office Building - Tower A and Pinklao Office Building - Tower B e.g. both permanent and temporary fixing decorative equipment and any other equipment used for decorative or facilitating purpose for the users of the shopping mall. That is, the said movable properties are not assets which are component parts of the building of the shopping mall. Appraisal value of assets CPNRF has engaged the independent appraiser which is S.L. Standard Appraisal Co., Ltd., to appraise the asset investment using Income Approach. The appraisal value of CentralPlaza Pinklao Project as at 30 March 2017 has been THB 5,180 million (the appraisal values of assets

in part of shopping mall and office building have been THB 4,250 million and THB 930 million, respectively). Source: Resolutions of the Investment Committee of CPNRF as of 21 July 2017

CPNRF’s additional investment No.2 CentralPlaza Chiangmai Airport Project (information as of 31 March 2017)

Investment date 23 April 2014 Location No. 2 Mahidol Road, 252-252/1, Waulai Road, Tambol Haiya, Amphur Muang, Chiangmai Type of investment of CPNRF (1) Leasehold right of one (certain parts) shopping mall building, one multipurpose hall, and parking lots inside the building (in the usable proportion of the area of shopping mall building and multipurpose hall invested by CPNRF) (2) Leasehold right of systems and assets related to CentralPlaza Chiangmai Airport Project (3) Leasehold right of land which is the location of the shopping mall building, multipurpose hall, parking lots inside the building and road around the Project and (certain parts) entrance of CentralPlaza Chiangmai Airport Project Lease term 30 years, remaining for approximately 27 years (to be expired on 22 April 2044) Lessor Central Pattana Chiangmai Co., Ltd. Land invested by CPNRF The leasehold right to the land in Haiya Sub-district, Muang District, Chiangmai of 32-3-56.85 rai, with the following details: - Title deed no. 3289 covering 15-0-80.75 rai - Title deed no. 3301 covering 2-2-88.4 rai - Title deed no. 3313 covering 5-1-74.3 rai - Title deed no. 58660 covering 2-1-90 rai - Title deed no. 58661 covering 1-1-85 rai - Title deed no. 110632 covering 1-1-11.3 rai - Title deed no. 110633 covering 2-0-83.1 rai - Title deed no. 110634 covering 0-2-46 rai

- Title deed no. 110635 covering 0-0-96 rai - Title deed no. 15540 covering 1-1-2 rai Building invested by CPNRF Leasehold right of (certain parts) one building of the shopping mall, one multipurpose hall and parking lots inside the building (in the proportion of area usability of shopping mall building and multipurpose hall invested by CPNRF), and systems and assets related to CentralPlaza Chiangmai Airport Project as the following details: - Approximate 78,849 sq.m. of gross area - Approximate 37,553 sq.m. of leasable area - Approximate 44,142 sq.m. of parking area Utilities and facilities invested by Leasehold right of systems related to the building of CentralPlaza CPNRF Chiangmai Airport, Multipurpose Hall and parking area inside the building such as electrical system, telephone system, elevators and escalators system, air-conditioning system and engineering work system, from of Central Pattana Chiangmai Company Limited who is the title owner. Movable properties invested by Title of movable properties related to CentralPlaza Chiangmai Airport CPNRF Project e.g. both permanent and temporary fixing decorative equipment and any other equipment used for decorative or facilitating purpose for the users of the shopping mall. That is, the said movable properties are not assets which are the component parts of the building of the shopping mall. Appraisal value of assets CPNRF has engaged the independent appraiser which is S.L. Standard Appraisal Co., Ltd, to appraise the asset investment using Income Approach. The appraisal value of CentralPlaza Chiangmai Airport Project as at 30 March 2017 has been THB 10,580 million. Source: Resolutions of the Investment Committee of CPNRF as of 21 July 2017

2.2 Information of the fund manager of CPNRF

2.2.1 General information

Name SCB Asset Management Company Limited Address 7-8th Floor, SCB Park Plaza 1, 18 Ratchadapisek Road, Chatuchak, Bangkok 10900 Thailand Company registration number 0105535048398 Telephone number 0-2949-1500 Fax number 0-2949-1501 Website http://www.scbam.com

2.2.2 List of directors

No. Name Position 1 Mr. Anucha Laokwansatit Chairman 2 Mrs. Apiphan Charoenanusorn Director and Chairman of the Audit Committee 3 Miss Saranya Vajakul Director and Member of the Audit Committee 4 Dr. Arak Sutivong Director 5 Dr. Sutapa Amornvivat Director 6 Mr. Chalitti Nuangchamnong Director and Secretary 7 Mr. Smith Banomyong Director and Chief Executive Officer Source: Fund manager’s website (as of 3 July 2017)

2.2.3 List of management

No. Name Position 1 Mr. Smith Banomyong Chief Executive Officer 2 Mr. Narongsak Plodmechai Managing Director & Chief Investment Officer 3 Miss Pinkeo Saikeo Executive Vice President, Provident Fund Business Group 4 Mrs. Pinsuda Phuwiphadawat Executive Vice President, Strategy & Planning Group 5 Mrs. Nunmanus Piamthipmanus Executive Vice President, Asset Allocation & Fund of Fund Group 6 Ms. Charupatra Tonglongya Executive Vice President, Equity Investment Group 7 Mr. Achawin Asavabhokin Executive Vice President, Product & Foreign Fixed Income Group 8 Mr. Yuttapon Wittayapanitchagorn Executive Vice President, Fixed Income Investment Group 9 Mrs. Tipaphan Puttarawigorm Executive Vice President, Property & Infrastructure Investment Group

No. Name Position 10 Ms. Pijittra Trirattanathada Executive Vice President, Property & Infrastructure Investment Group 11 Ms. Somjai Rojnlertchanya Executive Vice President, Accounting & Operation Group 12 Ms. Amornmarn Ampornpisit Executive Vice President, Agents Business Group 13 Ms. Varisa Labanukrom Executive Vice President, Private & Institutional Business Group Source: Fund manager’s website (as of 3 July 2017)

2.2.4 List of property fund managers of CPNRF

No. Name 1 Mr. Smith Banomyong 2 Mrs. Tipaphan Puttarawigorm 3 Ms. Pijittra Trirattanathada 4 Ms. Aon-Anong Chaithong 5 Ms. Phiraya Wannakiri 6 Mr. Kornwipop Montharop Source: Fund manager’s website (as of 3 July 2017)

2.3 Summary of historical operating results and financial position of CPNRF

CPNRF’s financial statements

Income statements Unit: THB million FY14A % FY15A % FY16A % 1Q17 % Rental and service income 3,185 96.25 3,038 96.87 3,425 97.01 870 96.47 Interest income 13 0.39 7 0.22 6 0.17 1 0.12 Other income 111 3.36 91 2.91 99 2.82 31 3.41 Total income 3,309 100.00 3,136 100.00 3,531 100.00 902 100.00 Property management fee (372) (11.23) (425) (13.56) (399) (11.31) (105) (11.58) Cost of rental and services (121) (3.66) (124) (3.95) (120) (3.39) (26) (2.86) Administrative expenses (40) (1.21) (49) (1.58) (65) (1.84) (18) (1.98) Other fees and expenses (37) (1.11) (42) (1.34) (44) (1.24) (11) (1.20) Finance costs (56) (1.70) (73) (2.34) (72) (2.05) (17) (1.93) Total expenses (626) (18.91) (714) (22.77) (700) (19.82) (176) (19.56) Net investment income 2,684 81.09 2,422 77.23 2,831 80.18 726 80.44 Source: CPNRF’s Financial Statements for the years 2014, 2015, 2016, and Q1 2017 Some figures may be different due to rounding.

Statements of financial position Unit: THB million Dec14 % Dec15 % Dec16 % Mar17 % Investments in leasehold properties at fair value 29,920 96.54 31,790 96.97 32,309 96.15 31,820 96.10 Investments in securities at fair value 528 1.70 386 1.18 663 1.97 797 2.41 Cash on hand and at banks 304 0.98 431 1.32 465 1.38 340 1.03 Other assets 240 0.77 177 0.54 167 0.50 154 0.46 Total assets 30,991 100.00 32,784 100.00 33,604 100.00 33,110 100.00 Deposits received in advance 994 3.21 1,034 3.15 1,138 3.39 1,131 3.42 Long-term borrowings 1,955 6.31 1,936 5.91 1,875 5.58 1,853 5.60 Other liabilities 352 1.14 572 1.74 599 1.78 605 1.83 Total liabilities 3,301 10.65 3,542 10.80 3,611 10.75 3,589 10.84 Net assets 27,690 89.35 29,242 89.20 29,993 89.25 29,521 89.16 Capital received from unitholders 24,406 78.75 24,406 74.45 24,406 72.63 24,406 73.71 Retained earnings 3,284 10.60 4,836 14.75 5,586 16.62 5,115 15.45 Net assets 27,690 89.35 29,242 89.20 29,993 89.25 29,521 89.16 Source: CPNRF’s Financial Statements for the years 2014, 2015, 2016, and Q1 2017 Some figures may be different due to rounding. 27

Statements of cash flows Unit: THB million FY14A FY15A FY16A Q1 17 Net investment income 2,684 2,422 2,831 726 Total net gains/(loss) on investments 527 1,559 332 (549) Purchases of investments in securities (2,856) (1,725) (2,828) (418) Proceeds from sales of investments in securities 2,978 1,870 2,555 286 Purchases of investments in leasehold properties (10,868) (315) (192) (62) Net unrealised (gains)/losses from investments (525) (1,563) (336) 549 Other items 235 327 145 13 Net cash provided by (used in) operating activities (7,825) 2,575 2,508 545 Proceed from borrowings 1,650 - - - Repayment of long-term borrowing (35) (19) (62) (22) Increase in capital received from unitholders 8,642 - - - Distribution to unitholders (2,480) (2,428) (2,412) (648) Net cash provided by (used in) financing activities 7,777 (2,447) (2,474) (670) Increase (decrease) in cash on hand and at banks – net (48) 128 33 (125) Source: CPNRF’s Financial Statements for the years 2014, 2015, 2016, and for period Q1 2017

Some figures may be different due to rounding.

Operating results of CPNRF

► Revenues From 2014 to 2016, the total revenue of CPNRF amounted to THB 3,309 million, THB 3,136 million, and THB 3,531 million, respectively. In 2016, the total revenue consisted of rental and service income (97.0% of total revenue), interest income (0.2% of total revenue), and other income (2.8% of total revenue). From 2014 to 2015, the total revenue declined by THB 174 million (or 5.3% reduction) primarily as a result of a reduction in the rental and service income from THB 3,185 million in 2014 to THB 3,038 million in 2015. Such reduction in the rental and service income was due to decrease in the occupancy rate and rental rate as a result of a major renovation of CentralPlaza Pinklao Shopping Complex, which began in March 2015. The renovation was completed in May 2016 and was a key driver which improved the occupancy rate and rental and service income and, therefore, increased the total revenue in 2016 by THB 395 million (or 12.6% increase) to THB 3,531 million. In Q1 2017, the total revenue increased by THB 47 million (or 5.5% increase) from Q1 2016 to THB 902 million.

Such increasing in total revenue was due to increase in the rental and service income which was 96.5% of total revenue.

► Costs and expenses From 2014 to 2016, the total costs and expenses of CPNRF amounted to THB 626 million, THB 714 million, and THB 700 million, respectively. In 2016, the total costs and expenses consisted of property management fee (57.1% of total costs and expenses), cost of rental and services (17.7% of total costs and expenses), finance costs (10.3% of total costs and expenses), administrative expenses (9.3% of total costs and expenses) and other expenses (6.3% of total costs and expenses). In 2015, the total costs and expenses increased by THB 88 million (or 14.1% increase) from the previous year to THB 714 million as a result of an increase in property management fee, due to a higher commission under new contracts and the renewal of existing contracts, and an increase in finance costs. However, in 2016, the total costs and expenses decreased by THB 14 million (or 1.9% reduction) from the previous year to THB 700 million. Such reduction was mainly due to a lower property management fee from a decrease in commission. In Q1 2017, the total costs and expenses increased by THB 10 million (or 6.3% increase) from Q1 2016. Such increase was mainly due to higher property management fee (as a result of an increasing of rental and service income) which represents 59.2% and represents 10.1%, respectively, of total costs and expenses.

► Net investment income From 2014 to 2016, the net investment income of CPNRF amounted to THB 2,684 million, THB 2,422 million, and THB 2,831 million, respectively. The net investment income decreased by THB 262 million (or 9.8% reduction) in 2015 and increased by THB 409 million (or 16.9% increase) in 2016. Such fluctuation of the net investment income from 2014 to 2016 was due to the fluctuations of the rental and service income and the property management fee as stated above. For Q1 2017, the net investment income increased by THB 37 million (or 5.4% increase) from Q1 2016. Such increase was mainly such increase was mainly due to an increase in rental and service income.

Financial position of CPNRF

► Assets On 31 December 2014, 2015, 2016 and 31 March 2017 the total assets of CPNRF amounted to THB 30,991 million, THB 32,784 million, THB 33,604 million and THB 33,110 million, respectively. The total assets consists of the followings:

- Investments in leasehold properties at fair value On 31 December 2014, 2015, 2016 and 31 March 2017, the investments in leasehold properties at fair value of CPNRF amounted to THB 29,920 million (96.5% of total assets), THB 31,790 million (97.0% of total assets), THB 32,309 million (96.2% of total assets) and THB 31,820 million (96.1% of total assets), respectively. Such investments in leasehold properties consist of 4 investment projects including CentralPlaza Rama 2 Project, CentralPlaza Rama 3 Project, CentralPlaza Pinklao Project and office buildings, and CentralPlaza Chiangmai Airport Project.

- Investments in securities at fair value CPNRF had investments in securities at fair value, which consisted of money market funds and fixed deposit accounts, amounting to THB 528 million (1.7% of total assets), THB 386 million (1.2% of total assets), THB 663 million (2.0% of total assets) and THB 797 million (2.4% of total assets) as of 31 December 2014, 2015, 2016 and 31 March 2017, respectively.

- Cash on hand and at banks CPNRF had cash on hand and at banks, which consisted of savings and current accounts, amounting to THB 304 million (1.0% of total assets), THB 431 million (1.3% of total assets), THB 465 million (1.4% of total assets) and THB 340 million (1.0% of total assets) as of 31 December 2014, 2015, 2016 and 31 March 2017, respectively.

- Other assets Other assets consisted of rental and service receivables, accrued interest income and other assets, amounting to THB 240 million (0.8% of total assets), THB 177 million (0.5% of total assets), THB 167 million (0.5% of total assets) and THB 154 million (0.5% of total assets) as of 31 December 2014, 2015, 2016 and 31 March 2017, respectively. 30

► Liabilities

On 31 December 2014, 2015, 2016 and 31 March 2017, the total liabilities of CPNRF amounted to THB 3,301 million, THB 3,542 million, THB 3,611 million and THB 3,589 million, respectively. The total liabilities consist of the followings:

- Long-term loans Long-term loans were for investment in the leasehold properties. Such loans consist of a 12-year unsecured long-term loan, granted in 2009, with an interest rate of MLR - 1.00% to MLR - 1.75% per annum and 12-year unsecured long-term loan, granted in 2013, with an interest rate of MLR - 2.00% to MLR - 3.00% per annum. From 2014 to Q1 2017, the long-term loans amounted to THB 1,955 million (59.2% of total liabilities), THB 1,936 million (54.7% of total liabilities), THB 1,875 million (51.9% of total liabilities) and THB 1,853 million (51.6% of total liabilities), respectively.

- Deposits received in advance Deposits received in advance were deposits paid by tenants as a collateral in the event that the property fund is unable to collect rents. In 2014, 2015, 2016 and Q1 2017, deposits received in advance amounted to THB 994 million (30.1% of total liabilities), THB 1,034 million (29.2% of total liabilities), THB 1,138 million (31.5% of total liabilities) and THB 1,131 million (31.5% of total liabilities), respectively.

- Other liabilities Other liabilities consisted of other accounts payable, accrued expenses, unearned lease income, and other liabilities. In 2014, 2015, 2016 and Q1 2017, other liabilities amounted to THB 352 million (10.8% of total liabilities), THB 572 million (16.1% of total liabilities), THB 599 million (16.6% of total liabilities) and THB 605 million (16.9% of total liabilities), respectively.

► Net assets

In 2014, 2015, 2016 and Q1 2017, the net assets of CPNRF amounted to THB 27,690 million, THB 29,242 million, THB 29,993 million and THB 29,521 million, respectively. The net assets consisted of cash received from unitholders and retained earnings. From 2014 to Q1 2017, the cash received from unitholders

remained unchanged at THB 24,406 million while retained earnings increased from THB 3,284 million in 2014 to THB 5,115 million in Q1 2017.

Statement of cash flows

► Cash flows from operating activities

In 2014, CPNRF had the net cash outflows from operating activities amounting to THB 7,825 million. The net cash outflows were resulted primarily from the purchases of investments in leasehold properties, such as the investment in the leasehold of CentralPlaza Chiangmai Airport Shopping Complex, and the purchases of investments in securities which amounted to THB 10,868 million and THB 2,856 million, respectively. However, in 2015, 2016, and Q1 2017 CPNRF had the net cash inflows from operating activities amounting to THB 2,575 million, THB 2,508 million and THB 545 million, respectively. The net cash inflows resulted primarily from a reduction in the purchases of investments in leasehold properties of THB 315 million in 2015, THB 192 million in 2016 and THB 62 million in Q1 2017.

► Cash flows from financing activities

In 2014, CPNRF had the net cash inflows from financing activities amounting to THB 7,777 million, which primarily resulted from an increase in the capital received from unitholders of THB 8,642 million and the proceed from borrowing of THB 1,650 million. Both capital received from unitholders and proceed from borrowing were the results of capital raised to fund the investment in leasehold rights in properties of CentralPlaza Chiangmai Airport Shopping Complex. However, in 2015, 2016 and Q1 2017, CPNRF had the net cash outflows from financing activities amounting to THB 2,447 million, THB 2,474 million and THB 670 million respectively. The net cash outflows were primarily due to distribution to unitholders of THB 2,428 million in 2015, THB 2,412 million in 2016, and THB 648 million in Q1 2017.

2.4 Economic and industry overview

2.4.1 Thailand’s economic overview

► Gross domestic product (“GDP”)

In 2016, Thai economy expanded by 3.2%, which was higher than the economic growth of 2.9% in 2015, primarily due to increases in government spending in various projects, private sector investments, and household spending. The growth in household spending was the result of a rise in income level and consumer confidence, especially in the agricultural sector as a result of Thai’s economic recovery and the government’s stimulus packages for consumption and tourism. Household spending expanded by 3.1% in 2016 which improved from expansion of 2.2% in 2015. Nonetheless, the overall growth of the Thai economy is still limited by weak export of goods and services due to the global economic slowdown4.

Gross domestic product

4.0

3.0 2.0

Percent 1.0

0.0

2014 2015 2016 2017f

GDP growth

Source: Bank of Thailand, June 2017

In 2017, Thai economy is forecasted to continue growing with support from an expansion of the export sector, which is expected to subsequently increase industrial production and private sector investment. In addition, other growth drivers include tourism sector growth, government spending and increases in household spending. In particular, government spending is forecasted to increase significantly due to investments in various infrastructure projects, including transport infrastructure, and special economic zones. For household

4 NESDB Economic Report: Thai Economic Performance in Q4 and 2016 and Outlook for 2017, Office of National Economic and Social Development Board (NESDB) 33

spending, key growth drivers include an increase in the agricultural sector’s income level and the change in personal income tax structure. The growth in household spending is forecasted to be 2.8% in 2017, which is slightly lower than that of 3.1% in 2016 due to increases in the prices of oil and consumer goods in the country. However, despite the positive outlook, Thai economy still faces numerous external risk factors which include fluctuations in global economic conditions caused by uncertainty of the United States’ policies, political instability of key European countries, instability of the China economy, and weakness of the European financial markets. These factors could restraint global trade and investment and, therefore, limit the Thai export and industrial sectors. Therefore, the Bank of Thailand (“BOT”) forecasts the economic growth to be 3.5% in 20175.

► Policy rate

The Monetary Policy Committee (“MPC”) viewed that the Thai economy in 2016 was in the recovery stage whereby growth was mainly driven by increased public spending and fiscal stimulus packages. Nonetheless, the MPC views that the economic recovery was constrained by the uncertainty regarding economic and financial policies of key industrial countries, the fluctuations of the global financial market, and the subdued recovery of the global economy6. As a result, the MPC maintained the policy rate at 1.50% per annum throughout 20167. In the MPC’s 4th meeting on 5 July 2017, policy rate was maintained at 1.50%, due Thai’s economy has the tendency to expand, resulting from the improvement in export sector, tourism sector and private sector consumption due to increase in agricultural sector’s income. The current monetary is at ease and is favorable to economic expansion, therefore MPC voted maintain the policy rate at 1.50%8.

5 Monetary Policy Committee’s Decision 2/2017 and Monetary Policy Report June 2017, Bank of Thailand 6 Edited Minutes of Monetary Policy Committee Meeting (No. 7/2016), Bank of Thailand 7 Edited Minutes of Monetary Policy Committee Meeting (No. 8/2016), Bank of Thailand 8 Edited Minutes of Monetary Policy Committee Meeting (No. 1/2017) and Monetary Policy Committee’s Decision 2/2017, Bank of Thailand 34

Policy rate

3.0

2.0

Percent 1.0

0.0 25562013 25572014 2558 2015 25592016 2017f2560f Policy rate

Source: Bank of Thailand, June 2017

► Inflation rate

Headline inflation increased from -0.9% per annum in 2015 to 0.2% per annum in 2016. Such increase in headline inflation was chiefly the result of an increase in the local oil retail prices. The BOT forecasts headline inflation in 2017 to be relatively low, as a result of high supply in fresh food as well as decrease in local oil retail prices following the decrease in global oil prices9.

Inflation rate

3.0 2.0 1.0 0.0 Percent -1.0

-2.0 2014 2015 2016 2017f Thailand's headline inflation

Source: Bank of Thailand, June 2017

9 Monetary Policy Report December 2016 and Monetary Policy Committee’s Decision 2/2017, Bank of Thailand 35

2.4.2 Thailand’s industry overview

2.4.2.1 Retail business

Retail business in Thailand is categorised into 1) shopping centers and department stores, 2) community malls and lifestyle malls, and 3) hypermarkets and convenience stores. In 2016, the total retail space in Bangkok and its perimeters was approximately 7.3 million sq.m., whereas the majority of 4.5 million sq.m. was occupied by department stores. The market share of retail space in Bangkok is presented in the chart below10.

Market share of retail business in Bangkok

TCC Land, 3% Siam Paragon, 3% Fashion Island, 2% Mega Bang Na, 3% Future Park, 4% Siam Future, 4% CPN, 21% Seacon Square, 5%

The Mall Group, 8% Others, 47%

Source: Form 56-1 of Central Pattana Public Company Limited for the year 2016

In 2016, the Thai retail market experienced a slight growth, with the retail index rising by 2.9% from the previous year11. The increasing retail index in 2016 was mainly due to the recovery in household spending which in turn resulted from a higher agricultural income and the government’s economic stimulus measures12. For shopping centers and department stores segment, growth had been achieved primarily through the expansion of new branches and the renovation of existing stores. From the fourth quarter of 2015 to the fourth

10 Form 56-1 of Central Pattana Public Company Limited for the year 2016 11 Bank of Thailand, March 2017 12 Quarterly Economic Report Q4 2016 and 2017 Outlook, Office of National Economic and Social Development Board

quarter of 2016, the supply of retail space in Bangkok increased from 7.1 million sq.m. to 7.3 million sq.m. and with occupancy rate of 93.2% to 93.8%, respectively13.

Retail index

240.0 30.0% 220.0 20.0%

200.0 10.0% Percent

180.0 0.0% Base 2002 = Base year 160.0 -10.0% 2011 2012 2013 2014 2015 2016 Retail index Retail index (%Y-o-Y) Source: Bank of Thailand, June 2017

In 2017, the overall retail business is expected to experience a higher competition from the online shopping market as a result of changing in consumers’ behaviour which has shifted towards fast and convenient shopping experience. In addition, a higher competition is also expected to be the result of an increase in the number of new players, especially in the small department store segment. Despite increased competition, the retail business is forecasted to continue growing in 2017 due to the recovery of the Thai economy and the government’s stimulus packages. In the future, the growth and expansion of the retail business is expected to spread in various provinces in different geography of the country. This is mainly due to the commencement of the ASEAN Economic Community which results in the more freedom of trade labour and capital.14

13 CBRE MARKETVIEW Bangkok Retail, Q4 2015 and Q4 2016, CB Richard Ellis (Thailand) Company Limited 14 Form 56-1 of Central Pattana Public Company Limited for the year 2016 37

Supply and occupancy rate of retail space in Bangkok

7,500,000 100.0 98.0 96.0 7,000,000 94.0 92.0 6,500,000 90.0

Sq.m. 88.0 86.0 Percent 6,000,000 84.0 82.0 5,500,000 80.0 Q4 2013 Q4 2014 Q4 2015 Q4 2016 Supply of retail space Occupancy rate

Source: CBRE MARKETVIEW Bangkok Retail, Q4 2013, Q4 2014, Q4 2015 and Q4 2016, CB Richard Ellis (Thailand) Company Limited

2.4.2.2 Office building business

Office buildings can be classified based on their location and grade. Location is classified into central business district (“CBD”) and non-central business district (“non-CBD”) areas15 while grade is classified into grade A and grade B office buildings16. The demand for office space, particularly in Bangkok, has been on the rise due to an increase in demand for larger office space by both Thai and foreign companies. Such demand is driven by the government policy which encourages the investment of foreign companies in Thailand through various incentives as well as the commencement of the ASEAN Economic Community. In the fourth quarter of 2016, the occupancy rate of office space was 92.3%, which represented an increase from 91.4% in the fourth quarter of the previous year. In particular, demand remains high for office space which is located near public transportation system, such as BTS Sky train and MRT underground services. However, such office space is mostly available only in small size and command a high rent. As a result, an increasing numbers of tenants relocate their offices to the non-CBD area17,18. In the fourth quarter of 2016, the supply of office space amounted to 8.6 million sq.m., which increased from 8.5 million sq.m. in the fourth quarter of 2015. For a period from 2017

15 CBD refers to business districts such as Silom, Sathorn, Rama 4 Road, Ploenchit, Wireless Road, Asok, Sukhumvit (Soi 1 to Soi 24) and non-CBD refers to business districts other than those stated above. 16 Office buildings can be classified into grade A and grade B. Grade A office buildings are buildings with characteristics such as open office space which improves space utilisation, efficient elevator systems, and professional building management, and so on. 17 Bangkok office building market research Q4, 2016, Colliers International (Thailand) Company Limited 18 Bangkok office building market overview Q4, 2016, Knight Frank Charter (Thailand) Company Limited

to 2019, the supply of office space is forecasted to increase by 0.5 million sq.m., whereby the majority of which is expected to come from the newly-constructed office buildings located in the non-CBD area. The move to the non-CBD area is due to a higher land price in the CBD area.

Supply and occupancy rate of office space in Bangkok

9,000,000 100.0 98.0 96.0 8,500,000 94.0 92.0

90.0 Sq.m.

88.0 Percent 8,000,000 86.0 84.0 82.0 7,500,000 80.0 Q4 2013 Q4 2014 Q4 2015 Q4 2016 Supply of office space Occupancy rate

Source: CBRE MARKETVIEW Bangkok Office, Q4 2013, Q4 2014, Q4 2015 and Q4 2016 CB Richard Ellis (Thailand) Company Limited

Rental rate of office buildings in Bangkok

1000 900 800 700 600

THB Sq.m.THB per 500 400 Q1 2015 Q2 2015 Q3 2015 Q4 2015 Q1 2016 Q2 2016 Q3 2016 Q4 2016

CBD grade A CBD grade B Non-CBD grade A Non-CBD grade B

Source: Bangkok office building market overview Q4, 2016, Knight Frank Charter (Thailand) Company Limited

From 2015 to 2016, the rental rate for grade A and grade B office buildings in both the CBD and non- CBD areas have increased continuously. In particular, the rental rate of Grade A office buildings in the non- CBD area increased the most, rising by 13.1% from THB 723 per sq.m. in the fourth quarter of 2015 to THB 818 per sq.m. in the fourth quarter of 2016, due to an expansion of public transportation system into suburbs of Bangkok. 39

3. Independent Financial Advisor’s opinion regarding the conversion of CPNRF into CPNREIT

3.1 Nature of the transaction

The Investment Committee of CPNRF has resolved to propose to the unitholders’ meeting to consider and approve the conversion of CPNRF into CPNREIT and the investment in Additional Assets No.1, which would be during the same period or adjacent time. SCBAM, a fund manager of CPNRF expects the conversion of CPNRF into CPNREIT to be completed within 2017 in order for CPNRF and its unitholders to be entitle to tax and fee incentives from the conversion, and CPNREIT shall make investment in Additional Assets No.1 which would be undertaken at the same time of conversion or in the adjacent time, given that it is within 1 year from the date that the unitholders’ meeting resolves to approve the investment in the Additional Assets No.1. In undertaking any actions with respect to the conversion of CPNRF into CPNREIT and the investment in Additional Assets No.1, SCBAM shall proceed in compliance with the Notification of the Capital Market Supervisory Board No. ThorJor 34/2559 Re: Conversion of Property Mutual Funds into Real Estate Investment Trusts (“Notification No.ThorJor. 34/2559”), and the Notification of the Capital Market Supervisory Board No.ThorJor 49/2555 Re: Issuance and Offer for Sale of Units of Real Estate Investment Trust (“Notification No. Thor Jor 49/2555”), as well as other relevant notifications.

The conversion of CPNRF into CPNREIT shall require the resolution of the unitholders’ meeting of CPNRF approving the conversion. Upon the approval, CPNREIT Management Co., Ltd. (“CPNRM” or the “Settlor” or the “REIT manager”), a subsidiary company of CPN, will be the Settlor upon the establishment of CPNREIT. In this regard, REIT manager shall appoint SCBAM, currently the fund manager of CPNRF to be the trustee of CPNREIT.

In undertaking the conversion, CPNRM shall apply for approval to be the REIT manager with SEC and subsequently to issue and offer for sale of trust units in consideration for all the assets, debts, and liabilities of CPNRF (the “Assets and Liabilities of CPNRF”) which comprise the rights and duties under the agreements to which CPNRF is currently a contractual party, including the movable and immovable properties of four projects in which CPNRF currently invests i.e. CentralPlaza Rama 2 Project, CentralPlaza Rama 3 Project, CentralPlaza Pinklao Project and CentralPlaza Chiangmai Airport Project. The assets and liabilities of CPNRF shall be in line

with the net asset value (NAV) of CPNRF which is to be certified by the trustee of CPNRF prior to the transfer of the assets and liabilities to CPNREIT. The Assets and Liabilities of CPNRF shall not include:

1) Assets or funds reserved for debt payment; 2) Dividends or cash from the decrease in the registered capital of CPNRF which is yet to be returned to the unitholders or persons entitled to such cash; and 3) Fees and expenses relevant to the dissolution of CPNRF and the liquidation of CPNRF.

The structure and conversion plan of CPNRF to CPNREIT is shown in the following diagram. The structure of CPNRF before the conversion and investment in Additional Assets No.1

The structure of CPNREIT after the conversion and investment in Additional Assets No.1

The relationships of related parties to CPNRF and CPNREIT are shown in the following table.

Relevant parties CPNRF CPNREIT Roles / responsibilities Fund manager / SCB Asset Management CPNREIT Management Company Manages fund / REIT REIT manager Company Limited Limited Fund supervisory/ Kasikornbank Public Company SCB Asset Management - Oversees the operations REIT trustee Limited Company Limited of fund / REIT - Holds ownership and/or leasehold rights in assets Property manager Central Pattana Public Central Pattana Public Company Manages property Company Limited Limited (shopping centers and office buildings) Unitholders / General investors (73.31%) General investors (73.31%) Invest Trust unitholders CPN (26.69%) CPN (26.69%)

Conversion plan

Conversion process are as follows:

1. CPNRM established CPNREIT as a result of trust deed, with CPNRM acting as the REIT manager and SCBAM as the trustee. The establishment of CPNREIT will take full effect after CPNRM has formed the rights and duties in the assets for the trustee by entering into the contract with the commitment that Settlor shall execute so that CPNREIT acquires assets and obligations of the converted CPNRF in exchange with CPNRF to receive the newly issued trust units of CPNREIT. CPNRM is currently in the process of filing an application for approval to be the REIT manager with the SEC.

2. CPNREIT will obtain a transfer of assets and liabilities of CPNRF in exchange of trust unit of CPNREIT, by which the assets and liabilities of CPNRF is inclusive of transfer of rights and obligations, movable and immovable properties, which is the investment assets that CPNRF have invested in. This does not include assets or cash set aside for debt repayment, dividend payment, or an average cash from decrease in capital registration of fund, which is not yet to be returned to the unitholders or any persons who are entitled to receive such cash, and other fees and related expenses relating to the dissolution and liquidation of CPNRF.

3. SCBAM will proceed with the dissolution of CPNRF and liquidation process, by which under the liquidation process, the liquidator shall distribute trust unit of CPNREIT that CPNRF receives from the transfer of assets and liabilities of CPNRF to CPNREIT to the unitholder of CPNRF, whose names are on the record of the unitholder registrar book as of the date of right determination in swapping fund units and trust units of CPNREIT (the unitholders may not have the right to attend the unitholder’s meeting and approve the conversion and investment in Additional Assets No.1).

Moreover, the REIT manager shall execute so that trust units of CPNREIT which are issued and offered for sale to CPNRF in exchange for assets and obligations of CPNRF are deemed to be listed securities in replacement of investment units of CPNRF which will be withdrawn from the listed securities. The said execution will be completed within 15 working days from closing date of CPNREIT unit offering.

Conversion process from CPNRF to CPNREIT

3.1.1 Type and transaction size

The conversion of CPNRF into CPNREIT requires approvals from the unitholders of CPNRF by the resolution of a meeting of CPNRF’s unitholders with a vote not less than three-fourths of total votes of attending unitholders with voting right (unitholders having a special interest in the matter are not eligible to vote) in accordance with the Notification of the Capital Market Supervisory Board No. TorJor. 34/2559 Re: Conversion of Property Mutual Fund into Real Estate Investment Trust (including its amendments). The condition of this agenda is that if the unitholders do not approve the conversion of CPNRF into CPNREIT, SCBAM will not propose other agendas for approval. If the unitholders approve the conversion, SCBAM shall propose other related agenda respectively. SCBAM and/or Settlor and/or REIT manager will execute the proposed transactions only when the resolutions of the unitholders’ meeting approve all agendas proposed at the unitholders’ meeting,

except for the Agenda 5 (Re: To consider and approve the loan transaction and the entering into the transaction having conflict of interest with CPNREIT).

The swap ratio for investment unit of CPNRF to trust unit of CPNREIT is that CPNRF unitholders will receive one investment unit to one trust unit. The swap trust unit will be issued at a price referred from the most recent net asset value (NAV) of CPNRF that has been verified by the Fund Supervisor before the transfer of the assets and liabilities of CPNRF to CPNREIT in exchange for trust units of CPNREIT. With respect to the swap of the investment units, there shall be no re-purchase of the investment units held by the unitholders attending the Unitholders’ Meeting of CPNRF No. 1/2017 and voting against the conversion.

3.1.2 Transaction date

Should approval be granted by the resolution of the Unitholders’ Meeting of CPNRF No. 1/2017, SCBAM and the REIT manager plan to convert CPNRF into CPNREIT within 2017, such that the conversion is eligible for the tax and fee privileges in accordance with the government’s policies, which are only effective until 31 December 2017.

3.1.3 Summary of key terms of related contracts

The contracts in relation to the conversion of CPNRF into CPNREIT are summarized as follows:

1) The draft of CPNREIT trust deed

CPNREIT Settlor CPNRM, as the CPNREIT Settlor, will act as the REIT manager, once CPNREIT has been established. Trustee SCBAM will act as trustee of CPNREIT. Salient points - Name of the REIT shall be CPN Retail Growth Leasehold REIT or CPNREIT. - CPNREIT will invest in principal properties by acquiring and/or leasing and/or subleasing and/or accepting transfer of leasehold rights and/or subleasehold rights to principal properties. It will seek benefits from properties by means of income from letting out and services or income from other similar means. It will also improve, modify, improve the potential of, develop and/or disposal of those properties to generate

income and distributions for CPNREIT and for the benefits of the unitholders in the long term. CPNREIT will additionally invest in properties for the continuous growth of its income base and invest in other properties and/or other securities and/or seek yields as prescribed by the Securities Laws and/or any other applicable laws. In addition, CPNREIT has set the significant objectives as follows: (1) To support the conversion of CPNRF into CPNREIT (1.1) CPNREIT was established according to the Trust Act, to support the conversion from property fund into real estate investment trust, with the objective of issuing CPNREIT units in exchange for properties and obligations of CPNRF and then to list those trust units on SET. (1.2) In issuing and offering new trust units, the Settlor shall operate according to the rules, regulations, and conditions as prescribed according to the Securities Laws and as stated in the trust offering filings. After CPNREIT has been established according to the Trust Acts, CPNREIT Settlor shall be the REIT manager and file an application with the SET to consider accepting the new issued trust units to be registered securities within 15 days after trust units have been offered. (2) To invest in Additional Assets No.1 REIT manager shall consider investment in Additional Assets No.1 by obtaining loan, of which the proceeds shall be transferred to CPNREIT account, under the name of trustee, for saving purposes and for investment in Additional Assets No.1. In this regard, REIT manager shall operate according to the rules, regulations and conditions as prescribed according to the trust deed and other related regulations. (3) To invest in principal properties in the future after the investment in Additional Assets No.1 (3.1) REIT manager might consider investing in principal assets in the future by issuing and offering new trust units and/or

by borrowing, which include an issurance and offering of instruments fitting the definition of borrowing. The proceeds from such transaction shall be transferred to the CPNREIT account, under the name of the trustee, for saving purposes and for investment in principal assets in the future. In a case where new trust units are issued and offered, these trust units shall be registered as securities on the SET. (3.2) In issuing and offering new trust units or offering of instruments with the definition fitting borrowing, REIT manager shall operate according to the rules, regulations and conditions as prescribed in the securities laws and as stated in the trust offering filings or security offering filings (if any). Moreover, REIT manager shall file and application with the SET to consider accepting the newly issued trust units to be listed securities, within 45 days after the trust units have been offered. Provision for benefits of 1. CPNREIT shall seek benefits from principal assets by letting, subletting CPNREIT or provision, or provision of services in the same manner as letting real estate, including the service related to such transaction. However, it is prohibited to act in any manners that is concerned as a use of CPNREIT to engage in any other businesses that the Trust can not directly undertake, such as hotel businesses and hospital businesses. 2. CPNREIT may let and/or sublet real estate to persons who will operate such real estate for the business operation which CPNREIT is not allowed to operate by itself, such as hotel businesses or hospital businesses. There shall be an agreement that determines most of the rents in a definite amount in advance. If there is a reference to the tenant's performance and/or sub-lessee, the maximum variable rental amount based on such performance will not exceed 50% of the pre- determined definite rental amount. 3. CPNREIT shall not let and/or sublet real estate to persons who have a reasonable suspicion that the immovable property will be used for a

business that is unethical or unlawful. There shall be an agreement for CPNREIT to terminate the lease and/or sublease if it appears that the tenant and/or sub-lessee uses real estate for such business. 4. The REIT manager is responsible for maintaining the core assets to be in a good condition and ready to earn revenue. This includes a provision of adequate insurance covering throughout the period that CPNREIT invests in core assets. This insurance must cover at least the insurance against loss that may be occurred to real estate and the insurance to third party liability that may be damaged by real estate or from operations in real estate. 5. Management of CPNREIT shall be done by the trustee and REIT manager assigned by the trustee who is appointed by trust deed. The scope of authority and responsibility of the trustee shall be shown in the list of the trustee’s and REIT manager’s authority and function as set forth in the trust deed. REIT manager has the primary authority and responsibility for managing CPNREIT, including investment in the CPNREIT’s principal assets, and trustee has the authority and responsiblility for overseeing the performance of REIT manager and other fiduciaries (if any) to be in accordance with the trust deed and the securities laws, and for holding the properties of CPNREIT. In the case where CPNREIT invests in non-principal assets, such investment shall be managed by the trustee, REIT manager or any other persons assigned by the trustee or REIT manager, which will be as stated in the trust deed and any other relevant contracts. In case the trustee would like to amend any terms and conditions of the contract relating to the provision of benefits to the principal asset and/or other non-principal assets, the trustee shall do so when it is mutually by REIT manager. If the contracting parties can not reach settlement, both parties reserve the right to hold a unitholders meeting to seek settlement. REIT manager shall arrange a meeting in accordance with procedures to request a resolution and the unitholders meeting as specified in the trust deed. Investment and investment The investment of CPNREIT shall comply with the regulations in TorJor. policy of CPNREIT 49/2555 and other related Notifications including provision in the Trust Deed.

CPNREIT will invest in properties and leasehold rights including high quality subleasehold rights especially the investment in shopping complexes and other types of properties that are related or support the investment in shopping complexes such as commercial assets, office buildings, hotels and serviced apartments. CPNREIT will invest in these principal properties by acquiring and/or leasing and/or subleasing and/or accepting transfer of leasehold rights and/or subleasehold rights to principal properties. It will seek benefits from properties by means of income from letting and services or income from other similar means. It will also improve, modify, improve the potential of, develop and/or sell those properties to generate income and distributions for CPNREIT and for the benefits of the unitholders in a long term. In addition, CPNREIT will invest in additional properties for the continuous growth of its income base and the diversification of its risk by investing in properties in different locations including the investment in other properties and/or other securities and/or seek yields as prescribed by the Securities Laws and/or any other applicable laws. Payment of distributions to - The REIT manager shall pay distributions to the unitholders at not less unitholders than 90% of adjusted net profit in an accounting year119 at least 2 times per year within 90 days from the end of the accounting year or accounting period in which distributions are paid, as the case may be. - If CPNREIT has accumulated profits in any accounting periods, the REIT manager may pay distributions to unitholders out of the accumulated profits. - If REIT manager is unable to pay distributions within the specified period, REIT manager will notify the unitholders via the IT system of the SET. - The REIT manager shall not pay distributions to the unitholders so long as CPNREIT incurs an accumulated loss. - With respect to distribution payment, if the value per unit of the interim distribution to be paid during the interim or accounting period is lower than or equal to THB 0.10, the REIT manager reserves the right not to

19 Adjusted net profit refers to profit adjusted by deducting unrealised gains arising from assessment or review of assessment of CPNREIT’s assets and adjusted to reflect other transactions in line with the SEC’s guidelines, in order to match the cash position of CPNREIT and by deducting contingencies provided for repayment of loans or obligations incurred from borrowings of CPNREIT in the amount specified in the registration statement and prospectus or the annual registration statement, as the case may be. 49

pay distributions at that time and to carry such distributions forward to be paid together with the following distribution payment in accordance with the specified distribution payment method. - REIT manager shall manage the criteria of distribution payment to be as specified, except in the case where the SEC, the Office of SEC and/or any other legal authority amend, add, announce, order, approve and/or waive the rules and regulations otherwise. REIT manager will manage following such change accordingly. - REIT manager shall pay distributions to unitholders in proportion to the unitholders of each unit. However, REIT manager shall reserve the right to pay distributions to unitholders who hold the trust unit in excess of the rate or fails to comply with the criteria specified in the Notification No. TorJor. 49/2555, only for the amount that exceeds or fails to meet such criteria and shall make such distributions that are not paid to trust unitholders to be the benefits of other trust unitholders proportionately. - REIT manager shall announce distribution payment, closing date and rate of distribution by notifying the unitholders who are registered in the unitholder registration at the closing date of the register through SET system and informing the trustee in writing. - REIT manager shall pay distributions by transfering to the account of unitholders or using a crossed check paid to unitholders who have the name and address appeared in the unitholder register. - In the event that unitholders do not claim any distribution within the validity period of the Civil and Commercial Code, REIT manager shall not take advantage of such amounts for any purpose other than for the benefit of CPNREIT.

2) Draft of REIT Manager Appointment Agreement

REIT manager CPNRM as the Settlor of CPNREIT Trustee SCBAM as the trustee of CPNREIT Appointment of REIT The trustee is to appoint the REIT manager to manage CPNREIT with respect Manager to business operation including investments, borrowings, changes and

incurring obligations of the REIT’s properties, contract and execution and other operations for REIT. This also includes the preparation and disclosure of CPNREIT’s information and delivery the information to trustee as prescribed in Section 56 and Section 57 of the Securities Act and within the scope of the rules, and conditions specified in the REIT manager appointment agreement. REIT manager must be a qualified and non- prohibited person and approved by the Office SEC to be the REIT manager in accordance with the Notification No. SorKhor 29/2555.

3) Draft Agreement on the Transfer of Rights and Obligations from CPNRF to CPNREIT

REIT manager CPNRM as the Settlor of CPNREIT Trustee SCBAM as the Trustee of CPNREIT Transfer of right and duty CPNRF and CPNREIT agree to transfer rights and duties of CPNRF under the agreements made with relevant counterparties and to transfer ownership of assets in accordance with the following agreements: CentralPlaza Rama 2 Project - Land sub-lease agreements for CentralPlaza Rama 2 Project - Building rental agreements (certain parts) for CentralPlaza Rama 2 Project - Agreement on creation of right and execution for CentralPlaza Rama 2 Project - Ownership of movable property as CPNRF invests in ownership of movable property by buying property, including any other rights relating to or in connection with the aforementioned properties. However, this does not include properties that are component parts of the building of shopping centers. CentralPlaza Rama 3 Project - Land lease agreements for CentralPlaza Rama 3 Project - Building rental agreements (certain parts) and building space lease agreement (certain parts) for CentralPlaza Rama 3 Project - Land and Building Mortgage Agreement of CentralPlaza Rama 3 Project 51

- Agreement on creation of right and execution for CentralPlaza Rama 3 Project - Ownership of system and movable property as CPNRF invests in ownership of system and movable property by buying property, including any other rights relating to or in connection with the aforementioned properties. However, this does not include properties that are component parts of the building of shopping centers CentralPlaza Pinklao Project - Land sub-lease agreements for CentralPlaza Pinklao Project - Building rental agreements (certain parts) for CentralPlaza Pinklao Project - Lease system agreement for CentralPlaza Pinklao Project - Agreement on creation of right and execution for CentralPlaza Pinklao Project - Ownership of movable property as CPNRF invests in ownership of movable property by buying property, including any other rights relating to or in connection with the aforementioned properties. However, this is not included properties that are component parts of the building of shopping centers. CentralPlaza Chiangmai Airport Project - Land lease agreement (certain parts) and building (certain parts) for CentralPlaza Chiangmai Airport Project - Lease system agreement for CentralPlaza Chiangmai Airport Project - Agreement on creation of right and execution for CentralPlaza Chiangmai Airport Project - Ownership of movable property as CPNRF invests in ownership of movable property by buying property, including any other rights relating to or in connection with the aforementioned properties. However, this is not included properties that are component parts of the building of shopping centers.

3.2 Considerations of the conversion

3.2.1 Objective and necessity of the conversion

As CPNRF is unable to increase its capital or borrow money to fund additional investment in real estate after 31 December 2013, as prescribed by the Notification of the Securities and Exchange Commission No. Sor Nor. 25/2552 Re: Rules, Conditions, and Procedures for Establishment and Management of Property Funds (including its amendments) and the Notification of the Securities and Exchange Commission No. Kor Nor 11/2552 Re: Rules, Conditions and Procedures for Borrowing in the name of Mutual Funds and Creating Encumbrance on Assets of Mutual Funds (including its amendments), the investment in Additional Assets No.1 can only occur after the conversion of CPNRF into CPNREIT, this is to use the status of CPNREIT to raise funds by borrowings or issuing additional trust units, and expand investment in quality assets, including the investment in Additional Assets No.1. The conversion is expected to be completed by 31 December 2017 in order to be entitle for tax and fee privileges related to the conversion of property funds to REITs. The tax and fee privileges of conversion to be received if CPNRF completes the conversion into CPNREIT within 31 December 2017 are detailed in the following section. After the conversion to CPNREIT, CPNREIT will make investment in Additional Assets No.1 to seek benefit by letting out the property and generating income and returns to CPNREIT and trust unitholders. The investment in Additional Assets No.1 will be funded by loans. The IFA renders the opinion of such investment in the fourth section of this report.

3.2.2 Swap ratio of CPNRF and CPNREIT

The swap ratio of CPNRF with CPNREIT that unitholders of CPNRFT will receive is one investment unit to one trust unit. In this regard, there shall be no re-purchase of investment units held by the unitholders attending the unitholders’ meeting of CPNRF No. 1/2017 and voting against the conversion.

The conversion of CPNRF to CPNREIT is the transfer of assets and liabilities of CPNRF to CPNREIT, which will entitled CPNRF and CPNREIT to have assets and liabilities at similar amount. Therefore, the conversion of one investment unit of CPNRF to one trust unit of CPNREIT will not cause the significant difference in net asset value between CPNRF and CPNREIT, if not considering the expenses related to the conversion, and will not affect to rights of unitholders such as rights to vote and rights to receive dividend.

3.2.3 Summary of key differences between CPNRF and CPNREIT

The following table compares of key differences between CPNRF and CPNREIT.

Topic Property fund REIT General Legal establishment Laws relating to the Securities and Laws relating to the Trust for Exchange Transactions in Capital Market Legal structure Mutual fund Trust Status Juristic Person Trust Minimum size of core Not below THB 500 million Not below THB 500 million (total value of asset value immovable properties acquired shall not be less than THB 500 million) Number of Establishment period: no less than 250 Establishment period: no less than 250 unitholders Post-establishment: no less than 35 Post-establishment: no less than 35 Registration in the Investment units (required to be listed) Trust units (required to be listed) SET Responsible person Management company REIT manager delegated by trustee, for management namely an asset management company or a company with an expertise in managing real estate and is qualified based on the criteria set by SEC Registrar Siam Commercial Bank Public Thailand Securities Depository Co., Ltd. Company Limited Investment Types of invested Positive lists1 based on the SEC’s Not required; but not subject to assets criteria immovable properties to be used by the lessee as part of the business operations that are illegal, immoral or detrimental to the environment (exceeding the legal limit) Investment in Unable to invest Able to invest overseas immovable properties

Topic Property fund REIT Development of Able to develop (where the construction Able to develop (where the investment immovable must be finished no less than 80% of value of acquisition and development to properties the investment value) completion for generation of benefits must not exceed 10% of total asset value of CPNREIT (after the offering for sale of trust units) Leverage limit Not exceeding 10% of the net asset Not exceeding 35% of the total asset value and no additional borrowing if not value and not exceeding 60% of the request for approval since 31 total asset value if credit rating is an December 2013 in the case of loan to investment grade additionally invest in real estate or leasehold real estate Offering and allocation of units Offering criteria Restricted since 31 December 2013 Not required. The offering can be allotted to the retail REIT unitholders according to the criteria of trust units acceptance for registration in SET (no less than 20% of total number of trust units/number of units in each tranche (if any)). Limitation of unit Not allowed to hold more than 1/3 of Not allowed to hold more than 50% of holding for person or total number of investment units total number of trust units/number of the same group of units in each tranche (if any). persons Supervisory Similar to mutual fund Similar to listed company Guidelines Conduct of annual Not required Conduct every year within four months general meeting of from the ending date of the accounting unitholders year Criteria of acquisition The size starting from THB 100 million The size starting from THB 20 million and disposal of or 3% of net asset value of property and over or exceeding 3% of net asset properties/ fund, whichever is lower, must be value of REIT, whichever is higher, must

Topic Property fund REIT connected received the resolution from the be received the resolution from the REIT transactions unitholders. Note that the transactions unitholders. Note that the transactions with the related parties are pursuant to with the related parties are pursuant to the relevant notifications. the relevant notifications. Free float Not required The retail REIT unitholders shall hold the units no less than 15% of total number of trust units/number of units in each tranche (if any). Tax - Property fund is not subject to - REIT is not subject to corporate corporate income tax but is subject to income tax, but is subject to VAT, VAT2, specific business tax2 and stamp specific business tax and stamp duty. duty2. - Every type of REIT unitholder is - Certain unitholders are not subject to subject to income tax from distribution. dividend tax, such as a listed company which holds investment units for three months before and three months after the date of dividend payment. Source: The Stock Exchange of Thailand Note: 1 Positive list includes office buildings, shopping centers, factory buildings for rent in industrial estates, warehouses, residential buildings, hotels, convention or exhibition centers, superstores, and other constructions designated by the SEC. 2 In accordance with the Royal Decree issued by virtue of the Revenue Code Re: VAT exemption (No.608), Re: Business exempted from special business tax (No.609), and Re: Tax exemption (No.610) B.E.2559 (2016) dated 24 May 2016; and Clarification of Revenue Department dated 28 March 2017, property fund established in accordance with the Securities and Exchange Law is obligated to pay value added tax, special business tax and stamp duty from 24 May 2017 onwards.

From the above table, the key characteristics of REIT are the ability to raise fund by borrowings at a higher proportion than the property fund and issuing and selling additional trust units, and the ability to make investment in more varieties of property than property fund. The advantages and disadvantages of the conversion of property fund to REIT will be mentioned in the following section of this report.

3.2.4 Advantages, disadvantages and risks of the conversion of CPNRF into CPNREIT

Advantages of the conversion

1. Ability to raise fund by increasing capital and/or borrowings for investments in additional properties

In accordance with the Notification of the Securities and Exchange Commission No. SorNor. 25/2552 Re: Rules, Conditions and Procedures for Establishment and Management of Property Funds (including its amendments) and the Notification of the Securities and Exchange Commission No. KorNor. 11/2552 Re: Rules, Conditions and Procedures for Borrowing in the name of Mutual Funds and Creating Encumbrance on Assets of Mutual Funds (including its amendments), property funds are not allowed to increase their registered capital or acquire additional borrowings to invest in additional properties after 31 December 2013. Therefore, the conversion of CPNRF into CPNREIT will enable CPNREIT to increase registered capital and/or acquire additional borrowings to invest in additional properties after 31 December 2013, which will allow for more opportunities to generate returns to the REIT and its unitholders relative to that of a property fund.

2. Diversification of real estate investment

Property funds are allowed to invest in properties in Thailand only. Nonetheless, REITs are allowed to invest in properties in both Thailand and abroad. In addition, REITs are allowed to invest in every type of properties to make a benefit from rent, including green field projects. Therefore, this allows REITs to diversify investment risks and increase opportunities to generate returns for REITs and its unitholders more than property funds.

3. Higher leverage limit

Property funds can borrow no more than 10.0% of their net asset value (NAV) and cannot request for approval of additional loans to invest in real estate or leasehold real estate after 31 December 2013 as previously mentioned. On the other hand, REITs can borrow no more than 35.0% of their total assets. In addition, in the case that REITs are rated as investment grade, they can borrow up to not more than 60.0% of their total assets. In particular, the higher leverage limit will allow REITs to enhance the

flexibility in capital structure as well as investment potential, resulting in higher returns to the trust unitholders.

4. Tax and fee benefits as a result of the conversion

Property funds which are converted into REITs within 31 December 2017 are entitled to receive tax and fee benefits as follows:

 The unitholders of property fund are exempted from personal income tax and corporate income tax from the proceeds of a swap of units of property fund into trust certificates as a result of the conversion of property fund into REIT. This is for the proceeds derived from the swap of the units of property fund into trust certificates from 1 January 2017 to 31 December 2017 in accordance with Royal Decree under provision in Revenue Code on Revenue Exemption (Issue No. 635) B.E. 2560 (2017), Section 4.  Property fund is exempted from value added tax, special business tax, and stamp duty as a result of transfer or creation any rights in property which is resulting from the conversion of property fund into REIT. This is for the conversion of property fund into REIT starting from 1 January 2017 to 31 December 2017 pursuant to Royal Decree issued under the provision in Revenue Code on Revenue Exemption (Issue No. 635) B.E. 2560 (2017), Section 5.  Fee of right registration and juristic acts in relation to real estates (with capital) as a result of conversion of property fund into REIT pursuant to Trust Laws for Transactions in Capital Market, only applicable for the registration to be executed within 31 December 2017, shall be charged in the rate of 0.01%, but not exceeding THB 100,000, in accordance with the Ministerial Regulation on Determination of Fee of Right Registration and Juristic Acts in relation to Real Estate for the Conversion from Property Fund into REIT B.E.2559 (2016).

In addition, since property funds are not a company or juristic partnership under the Revenue Codes, property funds are not required to pay corporate income tax related to the transfer or creation any rights in property which is resulting from the conversion of property fund into REIT.

5. Stricter governance

Property funds have no requirements with respect to annual general meetings of unitholders and free float percentage. REITs, on the other hand, are required to have annual general meetings of unitholders

and maintain the percentage of minor unitholders of no less than 15.0% of the total number of trust units and of each tranche. Such requirements make the governance of REITs relatively stricter.

Furthermore, property funds are allowed to enter into asset acquisition or disposal transactions without a requirement to seek a resolution from unitholders for the transaction not exceeding THB 100 million or not exceeding 3% of total asset value of the fund. However, after the conversion into a REIT, certain transactions are subjected to approval according to transaction size as follows: Transaction size Level of approval < 10% of total assets REIT manager > 10% but < 30% of total assets Board of directors of REIT manager > 30% of total assets REIT unitholders Source: SET

In addition, after the conversion into REIT, any transaction with connected persons will be subject to approval based on transaction size, as follows:

Transaction size* Level of approval < THB 1 million or < 0.03% of net assets REIT manager > THB 1 million but < THB 20 million or Board of REIT manager > 0.03% but < 3% of net assets > THB 20 million or > 3% of net assets REIT unitholders Note: * whichever is higher Source: SET As a result, REIT unitholders have the right to vote and express their opinion in unitholder meetings, rendering asset acquisition or disposal transactions and transactions with connected persons of the REIT stricter.

6. Existing agreements between CPNRF and other parties remain valid

During the conversion process, the name of the contracting party under agreements previously made will be changed from CPNRF to CPNREIT. Hence, CPNREIT will retain the rights and responsibilities stipulated in these agreements.

Disadvantages and risks of conversion:

1. Higher tax burden for certain REIT unitholders20 Tax on dividend/distribution

Property Fund Real Estate Investment Trust Tax rate on dividend Tax rate on distribution Individual Individual  Domiciled in Thailand  Domiciled in Thailand : Dividend received is required to be : Payer is required to deduct 10% included in personal income tax withholding tax. calculation if payee does not chooses for payer to withhold tax. : Dividend received is not required to be included in personal income tax calculation if payee chooses for payer to deduct 10% withholding tax.  Domiciled overseas  Domiciled overseas : Payer is not required to withhold tax. : Payer is required to deduct 10% withholding tax. Juristic Person Juristic Person  Thai (listed company in SET)  Thai (listed company in SET) : Exempted from income tax wholly (if hold : Payer is required to deduct 10% units 3 months before and after dividend withholding tax and payee is required to payment). include distribution received in corporate income tax calculation.  Thai (limited company)  Thai (limited company) : Exempted from income tax by half (if hold : Payer is required to deduct 10% units 3 months before and after dividend withholding tax and payee is required to payment). include distribution received in corporate income tax calculation.

20 The IFA does not provide any advice or opinion on taxes. The unitholders and/or trust holder should study their tax burden as a result of conversion of property fund into REIT by themselves for their decision making. 60

Property Fund Real Estate Investment Trust Tax rate on dividend Tax rate on distribution  Foreign company not operating in  Foreign company not operating in Thailand Thailand : Payer is not required to withhold tax. :Payer is required to deduct 10% withholding tax. Source: Revenue Department Tax on capital gain Property Fund Real Estate Investment Trust Tax rate on capital gain Tax rate on capital gain Individual Individual  Domiciled in Thailand  Domiciled in Thailand : Exempted from personal income tax : Exempted from income personal income calculation tax calculation if transaction is done through the SET  Domiciled overseas  Domiciled overseas : Exempted from personal income tax : Exempted from personal income tax calculation calculation if transaction is done through the SET Juristic Person Juristic Person  Thai (listed company in SET)  Thai (listed company in SET) : Includes in corporate income taxable : Includes in taxable profit for corporate profit for income tax calculation income tax calculation  Thai (limited company)  Thai (limited company) : Includes in taxable profit for corporate : Includes in taxable profit for corporate income tax calculation income tax calculation  Foreign (operating in Thailand)  Foreign (operating in Thailand) : Includes in taxable profit for corporate : Includes in taxable profit for corporate income tax calculation income tax calculation  Foreign (not operating in Thailand)  Foreign (not operating in Thailand) : Payer is not required to withhold tax : Payer is required to deduct 15% withholding tax or at the rate specified under Double Tax Agreement. Source: Revenue Department 61

According to the above table, after the conversion, non-Thai individual investors and both Thai and non-Thai institutional investors will have a higher tax burden on dividends income. Moreover, non-Thai entities that do not operate business in Thailand will have a higher capital gains tax burden from the sales of trust units.

2. Risk from higher leverage limit

The conversion into REIT will increase the leverage limit from 10.0% of total net asset value to 35.0% of the total assets or not exceeding 60.0% of the total asset value if the trust is rated as an investment grade. Despite the fact that higher leverage limit will increase the investment potential and returns to unitholders, excessive borrowing may result in REIT being unable to repay the principals and interests to lenders.

3. Risk from diversification of real estate investment

The ability of REITs to invest in various types of properties in both Thailand and abroad, including green field projects, may lead to diversification of risk and increase returns to unitholders. Nonetheless, such ability may result in additional risks, such as exchange rate risk, country risk of for country in which REIT invests, development risk of green field projects, and so on.

4. Additional conversion expenses and additional expenses from stricter governance

Tax expenses and fees will occur from the conversion. In addition, after the conversion into REIT, CPNREIT may incur addition expense as a result of stricter governance, including those related to the arrangement of annual general meetings and extraordinary general meetings of the unitholder to seek a resolution for significant transactions and so on.

3.3 Expected return on investment in CPNRF before and after the conversion and investment in Additional Assets No.1

IFA has assessed potential impacts on CPNRF if there is a conversion into CPNREIT by preparing a financial projections of CPNRF over a period of 78 years and 3 months from 31 May 2017 to 15 August 2095, which is the expiry date of the final lease agreement based on the assumption that the lease agreement of CentralPlaza Rama 3 Project is extended for another 2 times 30 years each.

The condition in resolution and execution of the transactions in the letter of notification to Unitholders’ Meeting of CPNRF No. 1/2017 specifies that if the unitholders' meeting does not approve the investment in Additional Assets No.1, all previously approved resolutions, including the conversion of CPNRF into CPNREIT will be considered abolished. Thus, the projection is carried out under two scenarios as follow;

Scenario 1 CPNRF does not enter into the conversion transaction to CPNREIT

Scenario 2 CPNRF enters into the conversion transaction to CPNREIT and invests in Additional Assets No.1

The structure of revenue and expenses used for the financial projection of 2 scenarios can be compared as below table:

Scenario 1 CPNRF does not enter into the Scenario 2 CPNRF enters into the conversion transaction conversion transaction and invests in Additional Assets No.1 Income Income - Rental and service income from 4 - Rental and service income from 4 existing assets existing assets - Rental and service income on CentralFestival Pattaya Beach Project - Rental income on Hilton Pattaya from SPV Other income Other income Cost of rental and service and administrative Cost of rental and service and administrative expenses expenses (including costs of CentralFestival Pattaya Beach Project) Fund management expense Trust management expense - Property management fees - Property management fees - Fund management fees - REIT management fees - Trustee fees - Trustee fees - SET annual fees - SET annual fees - Registrar fees - Registrar fees - Other fees and expenses related to - Other fees and expenses related to CPNREIT CPNRF None Conversion fees - Advisor fees - Transfer fees

- VAT, business specific tax, stamp duty (for investment in Additional Assets No.1) - Asset acquisition fees (for Additional Assets No.1) Finance cost Finance cost (including cost of borrowing from investment in Additional Assets No.1) Capital expenditure (Expenditure on Capital expenditure (Expenditure on renovating or renovating or maintaining 4 existing assets) maintaining 4 existing assets and Additional Assets No.1)

The details of key assumptions used for financial projections in the case that CPNRF does not enter into the conversion transaction are presented in the following table.

Assumptions Income Rental and service income on 4 existing Rental growth rate of 2.0% to 5.0% per annum assets Other Income - Promotion area income - 15.0% to 35.0% of rental and service income before discount, with 4.0% to 5.0% increase per annum on average - Common area income - 10.0% to 30.0% of rental and service income before discount, with 4.0% to 5.0% increase per annum on average - Other income - 5.0% to 13.0% of rental and service income before discount Cost of rental and service Cost of rental and service - 2.0% to 6.0% of total revenue Administrative expenses - Administrative expenses - 0.1% to 3.2% of total revenue Dividend Dividend payout ratio of not less than 90.0% of yearly net income. Net income does not include the unrealised gain from valuation or review on valuation of rent properties or leasehold of real estate property and adjustment with other entries based on the guideline prescribed by the Office of SEC to be consistent with the cash position of CPNRF.

The key assumptions used in financial projections of CPNREIT mainly consists of two parts. The first part is existing assets of CPNRF, which use the same assumptions as CPNRF. The second part is additional 64

assets (Additional Assets No.1), which use the key assumptions as presented in section 4.2.1 Appropriateness of the transaction value of investment in Additional Assets No.1 in this Report. Apart from Additional Assets No.1, there are also other expenses relating to CPRNF/CPNREIT and a conversion into REIT. The key assumptions used in the financial projections are as below table:

Scenario 1 CPNRF does not enter Scenario 2 CPNRF enters into the into the conversion transaction conversion transaction and invests in Additional Assets No.1 Fund/Trust management fee Rental collection fee Not more than 3.0% of net rental and Same as scenario 1 (Shopping complexes and service income office buildings) Special incentive fee (for Not more than 2.35% of net property Same as scenario 1 management of shopping income complex (for the assets in shopping complexes and office buildings) Property management fee for Not more than 0.30% per annum of Not more than 0.28% per annum shopping complex (for the net asset value of the value of investment assets in shopping complexes properties and office buildings) Commission fee in securing Calculated from monthly rent rate of Same as scenario 1 tenants of shopping complex that tenant - Renewal by the existing tenant 0.5 months - New tenant • 0.5 month for contract term less than one years • 1.0 month for contract term between one to three years • 1.5 month for contract term of three years and above

Commission fee in securing Calculated from monthly rent rate of Same as scenario 1 tenants of office building that tenant - Renewal by the existing tenant 0.5 months - New tenant • 0.5 months for contract term less than 3 years • 1.0 month for contract term of three years and above Construction management fee Not more than 2.0% of total Same as scenario 1 for improvement and/or improvement and/or development property development cost of immovable properties

Annual management fee of the Not more than 1.0% of net asset Not more than 1.00% per year of management company/ REIT value per year total asset values, with a floor of manager no less than THB 15 million per year for year 2018 where the minimum rate will increase 3.00% per year Fund supervisory fee or trustee Not more than 0.05% per year of net Not more than 1.00% per year of fee asset value total asset values, with a floor of no less than THB 20 million per year Registrar fee Not more than 0.05% of net asset According to rates as specified value per year by the registrar Annual fee and expense for Based on rates set by SET Based on rates set by SET being a listed company in SET Expenses relating to a conversion into REIT Trust offering fees None THB 100,000 REIT registration fee None Exempted Conversion fee None - Lease registration - 0.01% of asset appraisal fees1 value or acquisition price,

whichever is higher, but at no more than THB 100,000 - Valued-added tax1 - Exempted - Specific business tax1 - Exempted - Stamp duty1 - Exempted Addition investment in None Additional Assets No.1 related expense - Actual payment as incurred - Advisor fees - Lease registration - 1.0% of asset appraisal value fees or acquisition price of immovable properties - Value added tax - 7.0% of appraisal value or (VAT) acquisition price of movable properties - Stamp duty - 0.1% of asset appraisal value or acquisition price Note: 1 Fees and expenses are referenced from Government’s policy of conversion from property fund to real estate investment trust (REIT) before 31 December 2017 only (According to Section 3.2 Objective and necessity of the conversion)

Based on the above information and assumptions, the IFA estimated the return for the unitholders under the two scenarios as follows;

Scenario 1 CPNRF does Scenario 2 CPNRF enters into the not enter into the conversion transaction and invests conversion transaction in Additional Assets No.1 Internal rate of return for unitholders 7.0% per annum 8.7% per annum (IRR) (%) Cash distribution to unitholders for the 1.27 - 1.34 per annum 1.65 – 1.80 per annum years 2018 – 2020 (THB/Unit/Year)1 Cash distribution to unitholders for the 1.27 – 1.45 per annum 1.65 – 2.03 per annum years 2018 – 2022 (THB/Unit/Year)2 Note: 1 Project cash to be distributed to unitholders in 3 years 2 Project cash to be distributed to unitholders in 5 years

If CPNRF enters into the conversion and invests in Additional Assets No.1, the rate of return for the unitholders will increase from approximately 7.0% per annum to approximately 8.7% per annum over the projection period and the cash distributions to unitholder in the next 3 to 5 years are also expected to be higher.

3.4 Appropriateness of transaction conditions

For the conversion, swap ratio of investment unit of CPNRF and trust unit of CPNREIT is determined to be one to one. The IFA is of the opinion that this ratio is appropriate since it does not cause the significant differences in net assets value between CPNRF and CPNREIT, without consideration of the conversion-related expenses. Also, such swap ratio has no effect on CPNRF unitholder’s right including voting and dividends.

The condition of conversion from CPNRF to CPNREIT is that if the unitholders' meeting does not approve this transaction, other following agendas will not be proposed for approval. If the unitholders’ meeting approve this transaction, CPNRM and/or the Settlor and/or the fund manager will propose other following agendas respectively. The conversion transaction may therefore be executed only when all proposed agendas are approved, except the Agenda 5 (Re: To consider and approve the loan transaction and the entering into transactions with conflict of interest with CPNREIT). This condition is appropriate because the main objective of conversion into CPNREIT is to invest in additional assets, especially Additional Assets No.1.

3.5 Independent financial advisor’s opinion on the conversion

The IFA considers the conversion of CPNRF into CPNREIT together with investment in Additional Assets No.1 since they are related transactions. If one transaction has been approved, the other transaction shall be approved, so that the transaction can be executed. The IFA has analysed impacts on the unitholders of CPNRF. In case that the conversion and the investment in Additional Assets No.1 for an amount of THB 11,908 million happens with the funding for this investment from loans from financial institutions, the internal rate of return (IRR) to the unitholders will increase from approximately 7.0% per annum to approximately 8.7% per annum, suggesting that the investment in Additional Assets No.1 would increase overall returns to the unitholders. The value of investment in Additional Assets No.1 is also deemed appropriate (to be discussed in the next section). The IFA has considered the characteristics of CPNRF and CPNREIT, and has noted that the conversion will increase tax burden to certain groups of unitholders. However, in the long term the conversion will support the objective of CPNRF for making additional asset investments. Moreover, IFA is of the opinion that a swap

ratio of one investment unit to one trust unit is appropriate since it does not cause discrepancy in the net asset per unit of CPNRF and CPNREIT when converted (if this does not include the conversion related expense) and will not affect to certain rights, such as the right to vote and receive dividend. The IFA is of the opinion that the conversion of CPNRF into CPNREIT and the investment in Additional Assets No.1 with an investment value of THB 11,908 million is reasonable and in accordance with the investment policy of CPNRF. Therefore, the unitholders should approve the transaction.

4. Opinion of the Independent Financial Advisor on the acquisition of assets of CPNREIT and the transaction between CPNREIT and connected persons of the REIT manager

4.1 Nature of the transaction

The Investment Committee of CPNRF has a resolution to propose the unitholders’ meeting to consider and approve the conversion of CPNRF into CPNREIT, and approve the investment in Additional Assets No.1 at the same time or in adjacent time. SCBAM will proceed both of these transactions in accordance with the Notification No. ThorJor. 34/2559 and the Notification No. ThorJor. 49/2555, as well as any other relevant notifications.

The assets of Additional Assets No.1 to be invested by CPNREIT are summarised below:

1. Leasehold rights of certain parts of CentralFestival Pattaya Beach Shopping Complex, and parking spaces within the building (certain parts), covering an area of 70,095 sq.m. from the total usable areas and parking areas of 114,685 sq.m.21, leasehold rights of the utilities systems and ownership of movable property.

2. Leasehold rights to Hilton Pattaya with a total of 302 rooms, covering an usable area and parking area of 49,686 sq.m., leasehold rights of the utilities systems and ownership of movable property.

The value of investment in Additional Assets No.1 shall be THB 11,908 million, which has been considered from following factors:

1. Appraised value to be derived from appraisers who are approved by the SEC; 2. Conditions of the capital market during the period of the investment in Additional Assets No.1; 3. Optimal rate of returns that investors should receive; 4. Commercial potential of the assets; 5. Local and international interest rates; 6. Investment rates of return in equities, debt instruments or in other alternative investments; and 7. The value that the lessee and the lessor will mutually agree.

21 CPNREIT will not invest in certain areas of CentralFestival Pattaya Beach Shopping Complex. These areas include the areas where CPN Pattaya leases out to the tenants who pay for the leasehold right in terms of long-term lease agreement (leasehold fee) and the area under renovation or with renovation plan; and parking areas under the right of CPN Pattaya. 70

In addition, the source of funds that CPNREIT will utilise for the investment in Additional Assets No.1 will be borrowings from commercial banks and/or financial institutions. After investment of CPNREIT in Additional Assets No.1, CPNREIT shall appoint CPN as a property manager for CentralFestival Pattaya Beach Project. However, since the status of CPNREIT can earn income from the rental of real estate only, CPNREIT cannot operate the hotel business22. CPNREIT shall sub-lease the core assets in part of Hilton Pattaya to the sub-lessee (“SPV”) who is the subsidiary of CPN, which will be established in the future. The sub-lessee of the asset shall still appoint the Hilton Group, the international hotel management network, to continue acting as the hotel management of Hilton Pattaya according to the current hotel management agreement. This structure will result in SPV being the key leasee of Hilton Pattaya. CPNREIT shall benefit from fixed rent and variable rent from SPV.

The investment in Additional Assets No.1 in conjunction with the entering into related contracts are considered as an acquiring of CPNREIT’s assets and connected transaction between CPNREIT and the connected person of REIT manager, in accordance with the announcement of SET Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Connected Transactions BE 2546 (2003), dated 19 November 2003 and amendments (Bor Jor/Por 22-01). This is because CPN Pattaya (the proprietor of Additional Assets No.1), SPV (the sub-lessee of Hilton Pattaya from CPNREIT) and CPNRM (REIT manager) have CPN as the major shareholders. Moreover, CPN is also a property manager and the major unitholders of CPNREIT. Therefore, this transaction is considered as a connected transaction between REIT and person related to REIT manager.

4.1.1 Type and transaction size

Size of the asset acquisition transaction of CPNREIT

The size of investment in Additional Assets No.1 is THB 11,908 million, representing 36.0% of the total asset value (TAV) of CPNRF as per the reviewed financial statements ended 31 March 2017 according to the calculation of transaction size prescribed by the Notification of the Office of the Securities and Exchange Commission No. Sor Ror. 26/2555 Re: Provisions relating to Particulars, Terms and Conditions in a Trust

22 In accordance with the Notification of the Capital Market Supervisory Board No. Tor Jor. 35/2559 Re: Issuance and Offering of Trust Units for Investment in Real Estate. In the case that real estate investment trust is unable to conduct its own business, such as hospital and hotels. 71

Instrument of Real Estate Investment Trust, clause No. 11, Re: Acquiring Principal Asset and Accessories (if any) dated 21 November 2012. The details of calculation are as following: Value of assets 11,908,000,000 Size of asset acquisition transaction = ×100 = ×100 = 36.0% CPNRF’s TAV 33,110,218,000 Since the transaction size of the investment in Additional Assets No.1 as calculated above exceeds 30.0% of the CPNRF’s total asset value, it needs to be disclosed to SET and requires approval from the unitholders’ meeting of CPNRF by at least three-fourths of the entire votes of unitholders attending the meeting and having the right to vote. Those with special interest are not entitled to vote.

Size of the transaction between CPNREIT and connected persons of the REIT manager

The transactions involving the investment in Additional Assets No.1 between CPNREIT and connected persons to REIT manager are:

1. Investment in Additional Assets No.1, which is also an asset acquisition transaction of CPNREIT in an amount of THB 11,908 million, is a transaction between SCBAM, as a trustee of CPNREIT, and CPN Pattaya, a subsidiary of CPN. Also CPN is the major shareholder (99.9%) of CPNRM who is a Settlor and REIT manager of CPNREIT. Thus, CPN Pattaya is considered as a connected person of a REIT manager. 2. After investment in Additional Assets No.1, CPNREIT will sub-lease the core assets in part of Hilton Pattaya to SPV which is the subsidiary of CPN that will be established in the future. This is a transaction between SCBAM, as a trustee of CPNREIT, and a connected person to REIT manager. The value of sub-lease is calculated from fixed portion of sub-lease agreement throughout the lease period. 3. The appointment of a connected person with REIT manager to be the property manager is the transaction between SCBAM, as a trustee of CPNREIT, and CPN, a connected person with REIT manager. The value of this transaction is approximately THB 4,620 million. The opinions of IFA on this transaction will be described in Section 5 of the Report.

This table shows the calculation of the value size of related transactions.

The expected value of connected transactions Unit: THB Million (Referred from Financial Projections between 2017 to 2027) Transaction 1 2 3 Investment in The sub-lease of Hilton The appointment of Additional Assets No.1 Pattaya property manager(3) The expected value 11,908 Not exceed 2,400(2) Not exceed 4,620(4) Net asset value of 29,521 CPNRF(1) Transaction size (% of 40.3 8.1 15.6 the net asset value of CPNRF) Notes: (1) From the reviewed financial statement of CPNRF as of 31 March 2017 (2) Calculation of fixed rent (exclude variable rent) from first day of entering into contract to 31 December 2026 (3) The appointment of a connected person with REIT manager to be the property manager which will be mentioned in Section 5 of this Report (4) Calculation is based on the projections of 10-year property management fee

The size of these 3 connected transactions is more than 3.0% of the net asset value of CPNRF, based on the reviewed financial statements 3-month period ended 31 March 2017 of CPNRF. Therefore, these transactions need to be disclosed to SET and require an approval from the unitholders’ meeting of CPNRF by at least three-fourths of the entire votes of unitholders attending the meeting and having the right to vote. Those with special interest are not entitled to vote.

The assets being acquired and the related transactions as mentioned above are connected and inter- conditional transactions. To do any transactions, it needs to be approved by resolution of the unitholders’ meeting, including the transaction of conversion from CPNRF to CPNREIT. Therefore, the IFA considers these transactions together without separating any of the transactions. The IFA’s opinion is separated into 2 sections: Section 4 of this Report, which focus on the investment in Additional Assets No.1 and sub-lease of the Hilton Pattaya to SPV and Section 5 of this Report, which focus on the appointment of a connected person of REIT manager to be the property manager.

4.1.2 Transaction date

Investment in Additional Assets No.1 is expected to happen at the same time or in the close time of conversion of CPNRF into CPNREIT, which is expected to be finished within 2017 as previously mentioned. Additionally, the investment in Additional Assets No.1 will be made no later than 1 year from the unitholders’ meeting with resolution to approve investment in the Additional Assets No.1.

However, the investment in Additional Assets No.1 of CPNREIT depends on these conditions; (1) Approval from the unitholders’ meeting of CPNRF for the conversion of CPNRF and the investment in the Additional Assets No.1; (2) Approval of the issuance and offering of trust units of CPNREIT for the conversion of CPNRF by SEC office; (3) Successful completion of the conversion of CPNRF by means of creating property rights for the Trustee upon the execution of the trust deed; (4) Successful entering into and performance under the agreements relevant to the investment in the Additional Assets No.1; and (5) Receipt of sufficient funds from loan for the investment in the Additional Assets No.1.

4.1.3 Relevant parties and nature of relationships

Investment in Additional Assets No.1

Leaseholder: CPN Pattaya which is a subsidiary of CPN

Rentee: SCBAM as the Trustee of CPNREIT

Lease of Hilton Pattaya

Lessor: SCBAM as the Trustee of CPNREIT

Lessee: a subsidiary of CPN or SPV

Nature of relationships

1. CPN is a property manager of CPNRF and CPNREIT, and a major unitholder of CPNRF by holding 590,521,686 units or 26.69% of paid-up capital (information as of 17 May 2017), and will also be a major unitholders of CPNREIT after completion of the conversion of CPNRF into CPNREIT.

2. CPN is a major shareholder of CPNRM which is established to act as the Settlor and REIT manager of CPNREIT, directly hold CPNRM for 99.99% of the total registered shares (information as of 27 June 2017).

3. CPN is a major shareholder of CPN Pattaya which is the title owner of the Additional Assets No.1, directly hold CPN Pattaya for 24,999,989 shares or 99.99% of the paid-up capital (information as of 28 April 2017). 4. CPN is a major shareholder of SPV which is the sub-lessee of Hilton Pattaya from CPNREIT.

The relationship between CPNREIT and connected persons after the conversion and investment in Additional Assets No.1

4.1.4 Details of Additional Assets No.1

General information of Additional Assets No.1

The assets in Additional Assets No.1 consist of leasehold rights on the building of CentraFestival Pattaya Beach Shopping Complex (certain parts) and Hilton Pattaya (whole), leasehold rights of the utilities systems of CentraFestival Pattaya Beach Shopping Complex and Hilton Pattaya and ownership of movable property of CentraFestival Pattaya Beach Shopping Complex (certain parts) and Hilton Pattaya (whole).

Currently, CPN is a property manager of CentraFestival Pattaya Beach Project and Hilton group is a hotel manager of Hilton Pattaya.

CentralFestival Pattaya Beach Shopping Complex is a beachfront shopping center in Pattaya, where is a popular tourist destination of both Thai and foreign tourists. CentralFestival Pattaya Beach Shopping Complex opened on 23 January 2009. The shopping center is full of shops, restaurants and a large variety of entertainment facilities, including movie theaters, bowling alleys, amusement parks and children's playgrounds. The shopping center building is a 6-storey building and a 1-storey basement, divided into shopping center with total leasable area of 52,611 sq.m. and a parking area of 26,713 sq.m. The average occupancy rate for the past three years (2014 - 2016) was 98%, and for the three months period ended 31 March 2017, the occupancy rate for the shopping center was approximately 97%.

Hilton Pattaya is a five-star international hotel, which has been opened since 2014. It is located in CentralFestival Pattaya Beach Shopping Complex and has a total of 302 rooms. The average occupancy rate for the past four years was 87.0%. The hotel has full facilities such as conference room, spa, fitness center, restaurant and sky bar.

Location

Additional Assets No.1 is located on 22 rai on Pattaya Sai 1 Road, along Pattaya Beach, where is the center of tourism and entertainment and it is also a famous tourist destination for both Thai and foreign tourists. Pattaya City is not far from Bangkok. Travelers can take a one- or two-hour drive from Suvarnabhumi Airport to Pattaya City. There will also be major public construction projects in the future that will help promote the tourism industry in Pattaya such as high speed train project between Bangkok - Rayong, tunnel construction project at Pattaya Central junction and the 20,000-seater east football stadium. In addition, the location of the project has many nearby amenities and attractions such as Art in Paradise, Ripley's Believe It or Not museum.

Tourism and hotel businesses overview

In 2016, the total number of inbound foreign tourists was 32.6 million, which increased by 8.9% from 29.9 million in 2015. Such increase was primarily due to an increase in the number of tourists from Europe,

Russia, and China23. The increase in the number of Chinese tourists was due the fact that many airlines, especially low-cost airlines, opened new routes and increased the number of flights to Thailand24. In 2016, Chinese tourists represented the majority of Thailand’s total inbound foreign tourists, accounting for 27.0% of the total inbound foreign tourists. However, in the fourth quarter of 2016, the number of Chinese tourists reduced sharply as a result of the government’s crackdown on illegal tours, especially in the areas that are popular among low-income Chinese tourists such as Bangkok and Pattaya. As such, the number of Chinese tourists decreased by 21.0% from the fourth quarter of 2015 to the fourth quarter of the previous year25. The reduction in the number of Chinese tourists had a significant impact on small hotels and inns that mainly target low-income Chinese tourists as evidenced by lower bookings. Nonetheless, the crackdown had little impact on luxury and high-end hotels whose targets are primarily middle to high-income Thai and foreign tourists.

Number of inbound foreign tourists in Thailand 40.0

20.0

Million 0.0 2011 2012 2013 2014 2015 2016 No. of tourists Source: Department of Tourism, June 2017

In 2016, the number of Thai tourists also increased as a result of the government’s policies to promote local tourism in the country such as a tax reduction incentive, tourism-related seminars26 and an announcement of additional public holidays. However, in the fourth quarter of 2016, tourism-related activities and festivities were delayed and postponed. Nonetheless, such delays and postpones were only temporary27. Despite this, the overall hotel business in 2016 was considered to remain relatively strong with an occupancy rate of 66.6%,

23 Foreign tourists statistics, Department of Tourism, March 2017 and Monetary Policy Committee’s Decision 2/2017, BOT 24 Business outlook Q1 and Q2, 2016, Bank of Thailand 25 CBRE MARKETVIEW Bangkok Luxury Hotel Q4 2016, CB Richard Ellis (Thailand) and Business outlook Q4, 2016, BOT 26 Business outlook Q2, 2016, BOT 27 Business outlook Q4, 2016, BOT

increasing from 61.7% in 201528 29. In the first quarter of 2017, the tourism sector is expected to continue growing as the outlook remains optimistic with a high growth potential resulting from the government’s stimulus measures. Such measures are expected to boost tourists’ confidence and market sentiment, which were lowered during the fourth quarter of 2016. The recovery of the tourism sector is reflected by an increase in the number of bookings for hotel operators in various regions of the country. Additionally, many hotel operators have shifted their focus to increasing the quality of services and targeting tourists with a high purchasing power30.

Hotel occupancy rate in Thailand

100.0 90.0 80.0 70.0 60.0 50.0 40.0 Percent 30.0 20.0 10.0 0.0 2008 2009 2010 2011 2012 2013 2014 2015 2016

Occupancy rate

Source: Office of National Economic and Social Development Board and Bank of Thailand, March 2017 Details of assets to be invested

CPNREIT will invest in Additional Assets No.1 by (1) leasing shopping complex building (certain parts), hotel building (whole), and indoor parking spaces (certain parts); (2) leasing utilities systems e.g. electrical system, utilities system, telephone system, elevators, escalators, air-conditioning system, engineering work system, wastewater treatment system and various facilities that are installed and used in the buildings and structures in Additional Assets No.1, as well as other rights relating to or in connection with such systems (as the case may be); and (3) ownership in movable properties e.g. equipment for decor, tools, instruments, whether fixed or not permanently fixed, including other equipment used for the purpose of installing decor or

28 Quarterly Economic Report Q4 2015 and 2016 Outlook, Office of National Economic and Social Development Board 29 Quarterly Economic Report Q4 2016 and 2017 Outlook, Office of National Economic and Social Development Board 30 Business outlook Q4, 2016, BOT 78

facilitating hotel guests or users of the buildings and structures of Additional Assets No.1. These are located on and/or fixed on the exterior or in the interior of the area of the buildings and structures or on the surface of the buildings and structures, and/or the area being a part of the leased area occupied by tenants, where CPN Pattaya has ownership including any other rights relating to or in connection with the aforementioned properties (as the case may be), excluding properties that are component parts of the buildings and structures of CentralFestival Pattaya Beach and Hilton Pattaya.

CPNREIT will not invest in the land and some areas where is the location of buildings and constructions in Additional Assets No.1 and other parts of CentralFestival Pattaya Beach Shopping Complex which are the rights of CPN Pattaya. However, CPN Pattaya will grant the CPNREIT to use in areas where the CPNREIT do not invest but are related to the leased properties such as central area, parking spaces and the road around the property and entrance of Additional Assets No.1 without any charges by taking into consideration the benefits of Additional Assets No.1's operation.

The details of the above assets that CPNREIT will invest, currently owned by CPN Pattaya and classified by type of property are shown in the following table.

(1) Details of CentralFestival Pattaya Beach Project

Detail of area of CentralFestival Pattaya Beach Project to be invested by CPNREIT in comparison with gross area

Approximate proportion of area to be Estimated area to be Number of invested by CPNREIT in comparison Building invested by CPNREIT storeys with gross area of the shopping (sq.m.) complex building (%) Gross area of the 6 storeys 55,165 63% building of and 1-storey (of gross area of the whole shopping CentralFestival underground complex building) Pattaya Beach Project(1) consist of: - Leasable area (2) 29,404 - Common area (3) 14,706 - Service area (4) 11,055

Indoor parking 8 storeys 14,930 56% spaces (approximately 774 (of total indoor parking spaces of parking lots) shopping complex) Total invested areas 70,095 61% (of gross area of the whole shopping complex building and indoor parking spaces of shopping complex) Note: (1) Gross area means leasable area, common area and service area. (2) Leasable area means the area leased for anchor tenants and in-line tenants only (3) Common area means the area where the tenants and customers can jointly utilise. This area includes common area which can be taken for lease and/or service. (4) Service area means system installation area such as elevators, escalators and engine room, etc.

However, the aforesaid investment in leasehold of CentralFestival Pattaya Beach Project excludes the following areas:

- The areas where CPN Pattaya leases out to the tenants who pay for the leasehold right in terms of long- term lease agreement (leasehold fee) and the area under renovation or with renovation plan in CentralFestival Pattaya Beach Shopping Complex; and - Parking areas under the right of CPN Pattaya

(2) Details of Hilton Pattaya

Detail of area of Hilton Pattaya to be invested by CPNREIT in comparison with total area

Number Approximate area Approximate proportion of area to be Building of to be invested by invested by CPNREIT in comparison with storeys CPNREIT (sq.m.) total area of the hotel building (%) Gross area of Hilton 21 49,114 100% Pattaya (1) consists of storeys (of gross area of the whole hotel building) - Room area (2) 15,182 - Other areas (3) 33,932 Indoor parking spaces 1 storey 572 100% area (of total indoor parking spaces of hotel)

(approximately 29 parking lots) Total invested areas 49,686 100% (of total area of both hotel building and indoor parking spaces for hotel) Note: (1) Gross area means room areas and other areas. (2) Room area means the area of hotel rooms for service to the hotel guests. (3) Other areas mean the area where the hotel guests can utilise e.g. restaurants, pathway, swimming pool, meeting rooms, spa, fitness room, etc.

With reference to the part of Hilton Pattaya room areas, this can be classified into different types of hotel room as follows:

Number of Approximately area per Approximately total area Type of hotel room rooms room (sq.m.) of hotel room (sq.m.) Deluxe 212 46 9,752 Executive 45 46 2,070 Executive Plus 26 65 1,690 Ocean Suite 8 78 624 Deluxe Ocean Suite 7 78 546 Grand Ocean Suite 4 125 500 Total 302 15,182

Moreover, CPNREIT investment in Hilton Pattaya also includes 1 grand ballroom, 3 meeting rooms and other facilities such as spa, swimming pool and fitness and 5 restaurants in Hilton Pattaya where there are prominent restaurants, for example:

- Edge: The contemporary restaurant that offers a variety of menus for international and Asian dishes, with open kitchen. The guests are able to select the seats in both inside-the-hotel area and balcony area in order to enjoy the scenery from Pattaya Bay. - Horizon: Rooftop restaurant on Hilton Pattaya with the outstanding scenery of Pattaya Bay, with Infinity Bar that offers a variety of drink menus.

Table of summary for details of CentralFestival Pattaya Beach Project and Hilton Pattaya

CentralFestival Pattaya Beach Shopping Area invested by Total area Complex CPNREIT Gross area(1) (sq.m.) 87,972 55,165 Leasable area(2) (sq.m.) 52,611 29,404 Parking area (sq.m.) 26,713 14,930 Proportion of leasable area invested by 55.9 CPNREIT in comparision with leasable area of the whole shopping complex building (%) Type of acquisition of right of possession of Lease of immovable properties and utilities systems for 20 years CPNREIT with the agreement to be expired on 31 August 2037, and purchase of certain movable properties Area invested by Hilton Pattaya Total area CPNREIT Gross area (1) (sq.m.) 49,114 49,114 Room area (3) (sq.m.) 15,182 15,182 Parking area (sq.m.) 572 572 Proportion of room area invested by 100.0 CPNREIT in comparision with room area of the whole hotel building (%) Type of acquisition of right of possession of Lease of immovable properties and utilities systems for 20 years CPNREIT with the agreement to be expired on 31 August 2037, and purchase of certain movable properties Notes: (1) Gross area means leasable area in shopping complex, room area in hotel, common area and service area (2) Leasable area means the area leased for anchor tenants and store-type tenants only (3) Room area means the area in section of hotel room for service to the hotel guests.

However, even if CPNREIT does not invest in the land and some areas in CentralFestival Pattaya Beach Shopping Complex, under the contract that CPNREIT will execute with CPN Pattaya, CPN Pattaya will grant CPNREIT the right to use the areas where CPNREIT does not invest but related to the leased properties such as common areas, parking and roads around the property and entrance to CentralFestival Pattaya Beach Shopping Complex and Hilton Pattaya without any charge, taking into consideration the benefit of business operation of Additional Assets No.1.

Lease term

CPNREIT will invest in leasehold rights for buildings, systems and property contracts of Additional Assets No.1 with a long-term lease from CPN Pattaya, the owner of the above assets. The term of the lease is approximately 20 years from the date of registration of the building leasehold and the lease will expire on 31 August 2037.

Historical performance of the Additional Assets No.1

(1) CentralFestival Pattaya Beach Project

2014 2015 2016 Property income (THB million) 572 566 575 Net income from property level (THB million) 545 543 553 Occupacy rate (%) 98 99 98 Total leasable area (sq.m.) 29,335 29,404 29,404 Average rental rate (THB/sq.m./month) 1,370 1,410 1,480 Source: Information from CPN management (2) Hilton Pattaya

2014 2015 2016 Income from hotel business (THB million) 754 793 804 EBITDA after FF&E deduction as stated in the hotel 271 286 307 management contract (THB million) Number of rooms (room) 302 302 302 Average occupancy rate (% to available units) 83 89 89 Average room rate (THB per night) 5,458 5,494 5,586 Source: Information from CPN management

4.1.5 Summary of key terms for entering into related transactions

1. Investment in Additional Assets No.1

structures in CentralFestival Pattaya Beach Shopping Complex and Hilton Pattaya, as well as other rights relating to or in connection with such systems (as the case may be); and (3) purchase and/or be assigned the ownership in movable properties e.g. equipment for decor, tools, instruments, whether fixed or not permanently fixed, including other equipment used for the purpose of installing decor or facilitating hotel guests or users of the buildings and structures of CentralFestival Pattaya Beach Project and Hilton Pattaya. These are located on and/or fixed on the exterior or in the interior of the area of the buildings and structures or on the surface of the buildings and structures, and/or the area being a part of the leased area occupied by tenants, where CPN Pattaya has ownership including any other rights relating to or in connection with the aforementioned properties (as the case may be), excluding properties that are component parts of the buildings and structures of CentralFestival Pattaya Beach Project and Hilton Pattaya of CPN Pattaya.

CPNREIT will consider investing in Additional Assets No.1 in part of the leasehold rights for a period of approximately 20 years, which will end on 31 August 2037. The investment in Additional Assets No.1 will use loans in amount of not exceeding THB 12,570,000,000. The final investment value of Additional Assets No.1 after deduction of related expenses would be THB 11,908,000,000. CPNREIT will be responsible for any fees and expenses related to the investment in Additional Assets No.1, such as VAT, registration fee and stamp duty.

CPNREIT will not invest in the land, where buildings and constructions of CentralFestival Pattaya Beach Project and Hilton Pattaya are located, and other parts of CentralFestival Pattaya Beach Project which are the rights of CPN Pattaya. However, under the agreement with CPN Pattaya that CPNREIT will enter into, CPN Pattaya will grant the CPNREIT to use in areas where the CPNREIT do not invest but are related to the leased property such as central areas, parking areas and the road around the property and entrance of CentralFestival Pattaya Beach Project and Hilton Pattaya without any charges by taking into consideration the benefits of CentralFestival Pattaya Beach Project and Hilton Pattaya's operation.

In addition, CPN agrees to allow CPNREIT to use the trade name and/or trademark and/or logo and/or service mark, which are relevant to CentralFestival Pattaya Beach Project, without any compensation. CPN Pattaya also agrees to give the right of first refusal to CPNREIT for the areas that CPNREIT does not invest in CentralFestival Pattaya Beach Project.

2. Sublease of Hilton Pattaya

After CPNREIT invests in the core properties of Hilton Pattaya, CPNREIT will sublease such core properties (charter agreement) to the sub-lessee, a subsidiary of CPN which will be established in the future. The sub-lessee will continue to appoint the Hilton Group, an international hotel management network, to be a property manager according to the current terms and conditions of the hotel management agreement. CPNREIT will receive benefit in form of fixed and variable rental according to contract from SPV, as per detail below:

Unless the rental payment is rescheduled or waived due to the occurrence of force majeure or rental payment is rescheduled due to major renovation work, as stipulated in the sublease agreement, the sub-lessee agrees to pay rental to the Trust in accordance with the terms and conditions of such agreement. Rental under the agreement consists of two parts, which are fixed rent and variable rent, calculated on the basis of the actual rental period. The calculation method to be used is as follows:

1. Calculation of rent from effective date of sub-lease agreement to the end of 2017 1.1 Fixed Rent

The sub-lessee agrees to pay fixed rent for building, utility system and movable properties within 45 days from the ending date of the quarter using the calculation criteria based on actual sub-lease period from the effective date of sub-lease agreement to 31 December 2017. Fixed rent per year of 2017 is calculated from fixed rent per year of 2018 and discounted with the rate of 3.5% per year divided into equal quarterly payment. Except the first quarter of sub-lease period commencement under the sub-lease agreement, the calculation criteria are based on actual lease period. The first quarter of sub-lease period commencement is calculated based on the proportion of a number of days from quarterly fixed rent, divided by a number of days in that quarter, and multiplied by a number of days from the effective date of sub-lease agreement to the ending date of the quarter.

1.2 Variable Rent The sub-lessee agrees to pay variable rent for building, utility system and movable properties within 45 (forty-five) days from the ending date of the quarter using the calculation

criteria based on actual sub-lease period from the effective date of the sub-lease agreement to 31 December 2017 using calculation method determined in Clause (2.2) below.

2. Calculation of rent from 1 January 2018 to 31 December 2020 2.1 Fixed Rent

The sub-lessee agrees to pay fixed rent for building, utility system and movable properties within 45 (forty-five) days from the ending date of the quarter using calculation criteria based on actual sub-lease period for the period starting from 1 January 2018 to 31 December 2020 as per the annual rent specified in below table. The payment is separated equally on a quarterly basis.

Year Annual fixed rent (THB) 2018 210,000,000 2019 217,350,000 2020 224,957,250

2.2 Variable Rent The sub-lessee agrees to pay variable rent for building, utility system and movable properties within 45 days from the ending date of the quarter using calculation criteria based on actual sub-lease period for the period starting from 1 January 2018 to 31 December 2020 on accumulative calculation criteria. That is, in any accounting year period, variable rent of the current quarter shall be calculated from accumulated variable rent as at the ending date of the current quarter deducted by accumulated variable rent as at the ending date of the last quarter of the same year. The mentioned variable rent shall be calculated as follows:

Variable rent = 90% x ( A – B – C – D )

Whereas;

A = Total revenue from both direct and indirect business of Hilton Pattaya in the period of accumulated quarter, excluding VAT, specific business tax, or any other similar tax, service charge collected from the hotel guests, revenue or money earned from sale of asset, an

indemnity received from insurance (except an indemnity received from business interruption insurance), compensation of real property expropriation and interest received

B = Total costs and expenses from the business of Hilton Pattaya in the period of accumulated quarter include cost and expense of food and beverage, and cost of raw materials and operating supplies, cost and expense of procurement of equipment for operation in replacement of or addition to the former one, cost of salary, labor and other benefits paid to the employees and staff, cost and expense of employee and staff training, cost and expense of advertising and public relations, cost and expense of maintenance, repair and decoration of Hilton Pattaya to be in a good condition, insurance premium, taxes and fees (except corporate income tax), administrative fee, and expense that hotel manager of Hilton Pattaya charges, other costs and expenses of business operation and engagement of Hilton Pattaya. However, the costs and expenses exclude VAT, specific business tax or any other similar taxes, and expense occurred from repairs using the past reserves of CPN Pattaya as a former asset owner, financial cost, and interest expense related to rental payables (if any).

D = Fixed rent in the round of that accumulated quarter as determined in Clause 1.1 and Clause 2.1 (as the case may be).

If the amount of accumulated variable rent as at the ending date of the current quarter calculated by the mentioned formula is less than zero, the said rental fee shall be equal to zero. If the accumulated variable rent as at the ending date of the current quarter calculated by the said formula is more than 50% of accumulated fixed rent as at the ending date of the current quarter, such variable rent shall be reduced to equating 50% of accumulated fixed rent as at the ending date of that quarter.

However, if the accumulated variable rent as at the ending date of last quarter paid by the sub-lessee to CPNREIT is more than accumulated variable rent as at the ending date of current quarter that should be paid by the sub-lessee in accordance with the consequence derived from the calculation based on the formula in Clause 2.2 by using the financial information of the sublessee as appeared in the financial report prepared by the sub-lessee for the quarterly variable rent calculation, CPNREIT agrees to offset variable rent received in excess with the variable rent of the following quarter of which CPNREIT is entitled to receive from the sub-lessee until the sum of the said excessive variable rent received by CPNREIT remains zero. However, in the last quarter, CPNREIT agrees to offset the remaining balance of all excessive variable rent received by CPNREIT with fixed rent of the last quarter that CPNREIT is entitled to receive from the sublessee. Nevertheless, if the amount of fixed rent in last quarter is less than the remaining balance of excessive variable rent received by CPNREIT, CPNREIT agrees to return excessive received variable rent to sublessees within 15 (fifteen) days after the date of which the auditor certifies the financial report for accounting year period of the sub-lessee.

Moreover, if the amount of variable rent earned by CPNREIT for any accounting year period is more or less than variable rent for the same accounting year period that should be earned by CPNREIT in accordance with consequence derived from the calculation based on the formula in Clause 2.2 by using the financial information of the sub-lessee as shown in the financial report certified by the auditor of the sub-lessee for adjusting the variable rent for the accounting year period. CPNREIT shall refund excessive rent received or the sub-lessee shall pay a missing amount of rent (as the case may be) within 15 (fifteen) days after the date of which the auditor certifies the financial report for accounting year period of the sub-lessee.

In the case that the requirements of legal securities regulations, related to the payment of fixed rent and/or variable rent are edited or changed. CPNREIT and sub-tenant agree to consider and discuss terms and conditions for fixed rent and/or variable rent accordingly.If the sublessee is unable to pay the full amount of rental when due, the rental yet to be received by CPNREIT is to be treated as accrued rental revenue and the sublessee is to pay the outstanding rental to CPNREIT within 30 days from the due date. These conditions do not apply in the event that rental

payments are rescheduled or partially or fully waived as a result of events of force majeure, or rescheduled in months when major renovations are being carried out. Default interest is payable on the outstanding amount at a rate of 15% per annum, calculated based on the outstanding balance and the number of days it is past due, until settlement is made, unless it is the first outstanding rental amount for the year and the sublessee settles it within 30 days of the due date. If it is the first outstanding rental amount of the year and the sublessee settles it more than 30 days after the due date, default interest is payable on the outstanding amount at a rate of 15% per annum, calculated based on the outstanding balance and the number of days it is past due, until settlement is made.

3. Calculation of rent in the event of renewal of sub-lease agreement upon maturity of sub-lease agreement

The first sub-lease agreement after the CPNREIT has entered is valid from the sublease effective date until the end of 2017 (in any). After the end of the sub-lease agreement, both CPNREIT and sublessee can exercise the right to renew the sub-lease agreement for 3 times (3 years per time). The rental of the first renewal sub-lease agreement (from 1 January 2011 to 31 December 2020) will be as described in Clause 2. If the sublease agreement is extended again until the sub-lease agreement expires, the counterparties agree to pay rental for the second extension of sublease agreement (from 1 January 2021 to 31 December 2023) and third extension of sublease agreement (from 1 January 2024 to 31 December 2026) as follows:

3.1 Fixed Rent

The sub-lessee agrees to pay fixed rent for building, utility system and movable properties within 45 (forty-five) days from the ending date of the quarter, using calculation criteria based on actual sub-lease period for the period starting from 1 January 2021 to 31 December 2026 in an annual rate as specified in the table below. The payment is separated equally on a quarterly basis.

Year Annual fixed rent (THB) 2021 232,830,754

2022 240,979,830 2023 249,414,124 2024 258,143,619 2025 267,178,645 2026 276,529,898

3.2 Variable Rental The sub-lessee agrees to pay variable rent for building, utility system and movable properties within 45 (forty-five) days from the ending date of the quarter, using calculation criteria based on actual sub-lease period for the period starting from 1 January 2021 to 31 December 2026 using calculation method determined in Clause 2.

Additionally, the fixed and variable rent will be allocated to the relevant lease agreement as agreed by CPNREIT and the sub-lessee.

4.2 Appropriateness of transaction value and transaction conditions

4.2.1 Appropriateness of the transaction value of investment in Additional Assets No.1

The IFA has considered the appropriateness of the investment value in Additional Assets No.1 from publicly available information, information obtained from CPN, SCBAM, CPNRF, information from related advisors such as legal advisor including information memorandum of CPNRF and information from independent appraisal reports. The IFA’s opinion of the appropriateness of the transaction value is rendered under the assumption that all information obtained is correct, complete and based on the economic and industry situation prevailing at the time of preparing of this report. Therefore, any material changes in these factors could affect IFA’s opinion. Especially the IFA relied on the following assumptions.

► The IFA considered information received and publicly-disclosed documents until 21 July 2017, including historical performance of Additional Assets No.1 and CPNRF. The IFA opinion is rendered under the assumption that the provided information is correct, complete and accurate. Therefore, the IFA will not be responsible for ensuring the correctness, completeness and accuracy of the information and for any information which needs to be disclosed but not yet have been disclosed, either due to act of negligence or any other reasons from CPNRF and/or management of CPNRF. In addition, the IFA has no obligation to

update the information to be current or alter any part or section of this report to consider any impact which may occur in the future.

► The IFA obtained financial information of CPNRF and Additional Assets No.1 until 31 May 2017 and 31 December 2016, respectively. For the purpose of valuation, the IFA relies on the assumptions that after the date of receiving of information to 4 August 2017, there are no events or circumstances that may impact the operation of Additional Assets No.1 materially, except for any events or circumstances which have been mentioned in this report.

► The IFA relied on projected performance of CPNRF and Additional Assets No.1 from CPNRF, CPN's management and independent appraisers based on the assumption that such projection is the best view of executives in the management of Additional Assets No.1 during the current economic and industrial conditions. However, events or situations may not be as expected. This will cause the difference between projected and actual performance, and such differences may be significant.

► No events that may occur, about to occur or has the tendency to occur which includes any business change of Additional Assets No.1 which may materially impact income, business operation, status (financial status, legal status or any other), or business opportunity of Additional Assets No.1. This also includes no any events that may adversely impact Additional Assets No.1, including economic, financial, or legal impact which may impact Additional Assets No.1, unless otherwise disclosed in this report.

► Any business contracts of Additional Assets No.1 are legally bound or enforceable by law. No other facts or events will occur such that it may impact business contract or any part of business contract and render them voidable, void, cancelled, has the tendency to be cancelled or withdrawn partially or in full by any counter-party.

In determining the appropriateness of the investment value in Additional Assets No.1, the IFA has considered the value of Additional Assets No.1 as follows:

1. Asset valuation of Additional Assets No.1 by the Independent Appraisers

2. Asset valuation of Additional Assets No.1 by Discounted Cash Flow method by the IFA

The valuations are detailed as follows:

1. Asset valuation of Additional Assets No.1 by Independent Appraisers

The IFA considered the property appraisal reports by Independent Appraisers which were approved by SEC including Quality Appraisal Co., Ltd. and Sims Property Consultant Co., Ltd., where valuation was performed as of 1 July 2017 with the objective for public purposes. The Independent Appraisers have used Discounted Cash Flow (DCF) method under Income Approach, since the subject asset is the leasehold rights of certain parts of CentralFestival Pattaya Beach Project and leasehold rights of Hilton Pattaya, whereby both of these assets are income-generating properties. The cash flows used in valuation are calculated on the projected income deducted by expenses and reserves for deposit refund and renovation, and discounted by a discount rate.

The assumptions used by Independent Appraisers in valuing the Additional Assets No.1 are shown in the table below:

Assumptions in valuing leasehold rights of CentralFestival Pattaya Beach Shopping Complex (certain parts)

Quality Appraisal Co., Ltd. Sims Property Consultant Co., Ltd. Valuation method Income Approach method of Discounted Income Approach/ Discounted Cash Cash Flow Approach by estimated revenue Flow Approach based on an analysis and expenses including rental rates, of the change in revenue/ expense revenue growth rates, and others. occured over a period of time in the future and discount to be present value by using the appropriate discount rate. Projection period 20 years 2 months (1 July 2017 – 31 August 2037) Retail area Consist of following: - Small retail shops with fixed rent rate - Small retail shops with variable rental rate to gross revenue - Large retail shops with variable rental rate to gross revenue Total rental area is 29,404 sq.m. Retail occupancy Small retail shops with fixed rent rate: 96% Small retail shops with fixed rent rate - 100% rate: 97% - 99%

Quality Appraisal Co., Ltd. Sims Property Consultant Co., Ltd. Small retail shops with variable rental rate Small retail shops with variable rental to gross revenue: 96% - 100% rate to gross revenue: 97% - 100% Large retail shops with variable rental rate Large retail shops with variable to gross revenue (Anchor Tenant): 100% rental rate to gross revenue (Anchor Tenant): 100% Average rental rate Small retail shops with fixed rent rate Small retail shops with fixed rent rate THB 2,390/sq.m./month with 5% rental rate THB 2,500/sq.m./month with 5% increase every year on average rental rate increase every year on Small retail shops with variable rental rate average to gross revenue Small retail shops with variable rental THB 2,061 /sq.m./month with 6% rental rate rate to gross revenue increase every year on average THB 2,100 /sq.m./month with 5% Large retail shops with variable rental rate rental rate increase every year on to gross revenue (Anchor Tenant) average THB 155 /sq.m./month with 3.5% rental rate Large retail shops with variable increase every year on average rental rate to gross revenue (Anchor Tenant) THB 155 /sq.m./month with 5% rental rate increase every year on average Other income Approximately 18.5% of rental revenue Approximately 18.0% of rental revenue Cost of rental and Cost of rental and services consist of Cost of rental and services consist of services maintenance expense, promotion and maintenance expense, promotion advertising expense and other expense, and advertising expense and other approximately 3.6% of total revenue and expense, approximately 3.5% of total some expenses increase by 2.5% every revenue. year. CAPEX reserve Approximately 2.0% of total revenue Approximately 2.0% of total revenue Management fee Management fee is inclusive of: - Rental collection fee 3.0% of rental income, promotion area income and common area income

Quality Appraisal Co., Ltd. Sims Property Consultant Co., Ltd. - Incentive fee 2.35% of total revenue after rental and service expenses - Property management fee 0.28% of appraised asset value - Commission fee - New tenant 1.5 months commission for contract term of 3 years with percentage of new tenant at 10.0% - Existing tenant with contract renewal 0.5 months commission for contract term of 3 years with percentage of existing tenant renewing contract of 90.0%. - Common area and promotion area 0.5 months commission for contract term of 3 years Discount rate 9.5% 9.5%

Assumptions in valuing leasehold right of Hilton Pattaya

Quality Appraisal Co., Ltd. Sims Property Consultant Co., Ltd. Valuation method Income Approach method of Discounted Income Approach/ Discounted Cash Cash Flow Approach by estimated revenue Flow Approach based on an analysis and expenses including rental rates, of the change in revenue/ expense revenue growth rates, and others in occured over a period of time in the accordance with benefit structure of Hilton future and discount to be present Pattaya and discount to be present value value by using the appropriate by using the appropriate discount rate. discount rate. Projection period 19 years 8 months (1 January 2018 – 31 August 2037) Sub-leasehold right (1) Fixed rent of THB 210 million with 3.5% rental rate increase per annum income (2) Variable rent, whereby CPNREIT will receive 90% of the difference between net revenue after deducted FF&E Reserve Deduction and fixed rent income (which must not be more than 50% of fixed rent) Discount rate 9.5% 9.5%

The assumption of variable rent calculation are as below.

Quality Appraisal Co., Ltd. Sims Property Consultant Co., Ltd. Occupancy rate 85.0% throughout projection period 87.0% in years 1 to 3, and 85.0% thereafter throughout the projection period Average room rate THB 6,042/night with 4.0% increase THB 6,120/night with 4.0% increase every year throughout projection every year throughout projection period period Food and beverage 45.0% of room revenue 30.0% of total revenue (or income approximately 44.8% of room revenue) Other income Other income consists of revenue Other income consists of revenue from spa, catering and meeting, from spa, catering and meeting, which is 4.0% of room revenue which is 3.0% of total revenue (or approximately 4.5% of room revenue) Cost of sales - Cost of room - Cost of room 17.5% of room revenue 18.0% of room revenue - Cost of food and beverage - Cost of food and beverage 60.0% of food and beverage 60.0% of food and beverage income income - Other department cost - Other department cost 58.0% of other income 58.0% of other income Operating expenses Operating expenses consist of Operating expenses consist of management expense, marketing management expense, marketing and public relation expense, energy and public relation expense, energy expense, maintenance expense, expense, maintenance expense, property management expense and property management expense and other expenses, approximately 31.5% other expenses, approximately of total revenue and some expenses 31.5% of total revenue and some increase by 3.0% - 4.0% every year.

Quality Appraisal Co., Ltd. Sims Property Consultant Co., Ltd. expenses increase by 3.5% - 4.0% every year. The calculation of variable Variable rent is 90.0% of profit before tax after deducted FF&E reserve rental deduction and fixed rent, but not more than 50.0% of fixed rent CAPEX reserve approximately 2.0% of total revenue approximately 2.0% of total revenue

The appraised values by two Independent Appraisers are summarised in the table below:

CentralFestival Valuation Independent Appraisers Pattaya Beach Hilton Pattaya Total date Project Quality Appraisal Co., Ltd. THB 7,207 million THB 3,403 million THB 10,610 million 1 July 2017 Sims Property Consultant THB 7,137 million THB 3,286 million THB 10,423 million 1 July 2017 Co., Ltd.

The value of Additional Assets No.1 by two Independent Appraisers under Discounted Cash Flow method is in a range of THB 10,423 million to THB 10,610 million.

2. Asset valuation of Additional Assets No.1 under Discounted Cash Flow method by IFA

Discounted cash flow method (DCF) is a method that takes into account the ability to generate future cash flows of Additional Assets No.1 by calculating the present value of free cash flow projection with appropriate discount rate. The IFA has calculated the weighted average cost of capital (WACC) of Additional Assets No.1 to be used as the discount rate.

The IFA has projected cash flows from operations of Additional Assets No.1 over a period of 19 years 8 months (1 January 2018 to 31 August 2037) under the assumption that the investment will take place on 1 January 2018 (after the conversion) and will be ended on 31 August 2037 in order to align with the leasehold right of Additional Assets No.1. The projected cash flows from business operations are classified into two parts: cash flows from lease agreement of CentralFestival Pattaya Beach Project and cash flows from lease agreement of Hilton Pattaya. The assumptions used in this projection relate to future events and are based upon the lease agreement between CPNREIT and CentralFestival Pattaya Beach Project tenants, and between CPNREIT and

SPV, which is the only lessee of Hilton Pattaya, as well as the information obtained from interview with management and related advisors of CPNRF/CPN, and historical operating performance of Additional Assets No.1. Such assumptions are based on the current economic, industry, and information prevailing at the time of preparation of this report. Therefore, should there be any significant changes that may materially impact the operation of CPNREIT, there could be a material discrepancy in financial forecast of this report and the actual results.

The assumptions used in financial projection and valuation of Additional Assets No.1 are as follows: A. Projection of leasehold right of CentralFestival Pattaya Beach Project ► Rental and service income Rental and service income includes rental revenue from Anchor tenants, which include shops with area of 1,000 sq.m. or larger or shops with large rental space, and Shop tenants, which include shops with rental space below 1,000 sq.m. with permanent space. CPNREIT has total rental space in CentralFestival Pattaya Beach Project equivalent to 29,404 sq.m., which belong to Anchor tenants and Shop tenants 10,666 sq.m. and 18,738 sq.m., respectively. In forecasting the rental and service income, the IFA used the assumption which was referenced from the lease agreements between CentralFestival Pattaya Beach Project and Anchor tenants and/or Shop tenants and information obtained from interview with management of CPN. The assumptions used in financial projection are shown in the table below:

Major assumptions Unit Anchor tenant Shop tenant Fixed Variable Fixed rate Variable rate rental rate rental rate Lease space sq.m. - 10,666 15,613 3,125 during 2018 to 2037 Occupancy rate during % - 100.0 96.0 - 99.3 100.0 2018 to 2037 Average rental rate in 2018 THB/sq.m./month - 161 2,542 2,214 Average rental rate % per annum - 3.3 5 5 increase Contract renewal rate % per annum - 90 90 90 Notice: For rental and service contracts which will expire without renewal during the projection period, the IFA estimated 2 months vacancy allowance until new tenants come and then continue the rental and service fees. 97

► Other income

Other income consists of promotion area income, common area income, insurance income, property tax income, common area maintenance income, and other income. The IFA uses assumptions based on historical performance and the 2017 budget of CentralFestival Pattaya Beach Project. The major assumptions used in valuation are as follows:

Other income Detail Assumptions Promotion area income Promotion area income from 3.9% of total rental and services products display, festive revenue before discount with activities, and other activities 5.0% yearly increase Common area income Common area from booth display, 10.0% of total rental and cart, ATM machine, game services revenue before machine, etc. discount with 5.0% yearly increase Other income Other income Approximately 5.2% to 5.3% of total rental and services revenue before discount

► Cost of rental and services

Cost of rental and services includes insurance premium, salary, other cost of rental and property tax expense. The cost of rental and services is estimated at 2.7% of total revenue during projection period 2018 to 2037.

► Administrative expenses

Administrative expenses include selling and administrative cost, advertisement expenses, and other management expenses. Management fees is estimated at 1.5% of total revenue during projection period 2018 to 2037.

► Property management fees

Property management fees is the compensation paid to property manager, which consists of rental collection fee, incentive fee, property management fee, and commission fee. The assumptions used in estimating property management fees are in the table below:

Property management fees Assumptions used in projection Rental collection fee and service fee on 3.0% of net rental and service income of property behalf of REIT fund, inclusive of rental revenue from promotion area income and common area income Incentive fee 2.35% of net revenue from property Property management fee 0.28% of investment property value in each year Commission fee Monthly commission - New tenant - 0.5 month for contract term < 1 years - 1.0 month for contract term between 1-3 years - 1.5 months for contract term ≥ 3 year - Existing tenant - 0.5 month for all contracts - Common area - 0.5 month for contract term of 1 year Renovation and/or property development Not more than 2.0% of all renovation and/or fees property development fees which have been renovated and/or developed

► Capital expenditure

The forecast assumptions indicated that REIT must set aside reserve for capital expenditure (CAPEX) from operating profit, which was determined to be at THB 895 million.

► Trust management fee, trustee fee, and other trust-related expenses

The details of expenses are as of follows:

Trust management fees Assumptions in projection Trust management fees Not more than 1.0% per annum of total asset value Trustee fees Not more than 1.0% per annum of total asset value Trust registrar fee According to trust registrar

B. Projection of leasehold right in Hilton Pattaya ► Sub-leasehold right income

After CPNREIT invests in Hilton Pattaya, CPNREIT will sublease the hotel to SPV, and the hotel will still be under the management of the Hilton Group in accordance with the current terms and conditions of the hotel management agreement. CPNREIT will receive benefit in form of fixed and variable rent according to contract from SPV, as per detail below:

- Fixed rent

Building and utility system lease agreements specify the annual fixed rent from the date of entering into the contracts to the ended of 2017, and in the case of renewal of the contracts until 31 December 2026 as below table.

Year Annual fixed rent (THB) 2018 210,000,000 2019 217,350,000 2020 224,957,250 2021 232,830,754 2022 240,979,830 2023 249,414,124 2024 258,143,619 2025 267,178,645 2026 276,529,898

The fixed rent after the contract period is forecast to increase at a rate of 3.5% per annum throughout the projection period. - Variable rent Variable rent will vary on the performance of Hilton Pattaya. CPNREIT will receive 90.0% of the difference between net revenue after deducted FF&E reserve deduction and fixed rent income (which must not be more than 50.0% of fixed rent rate). The main assumptions of the income and expenses used to calculate the variable rental are as the following:

100

. Room revenue

Hilton Pattaya leasehold right consists of three room types: 212 Deluxe rooms, 71 Executive room, and 19 Suite room: totaling 302 units.

- Average room rate is THB 5,787 per night, as referenced from the average of all rooms in Hilton Pattaya in 2017 and the forecast rental rate growth is 4.0% per annum. Such growth was derived from historical average rental rate growth in year 2013 to 2016. - Occupancy is referenced from the actual historical occupancy of Hilton Pattaya in year 2013 to 2016, and the IFA has adopted an occupancy rate of 87.0% throughout the projection period. . Other income

- Food and beverage income Food and beverage income is forecasted to be 44.7% of rental revenue, constant throughout the projection period. Such figure was referenced from actual proportion of food and beverage income to room revenue of Hilton Pattaya in year 2013 to 2016. - Other income Other income include telephone, laundry, sending-receiving of fax which was calculated on 3.9% of room revenue constant throughout the projection period. Such figure was referenced from actual proportion of other income to room revenue of Hilton Pattaya in 2013 – 2016.

. Cost of sales and services

Cost of sale and service is calculated as a percentage to actual income in Hilton Pattaya, during historical years in 2013 to 2016.

Cost of sale and service Assumptions Cost of room 17.6% of room revenue Cost of food and beverage 59.9% of food and beverage income Other cost 57.9% of other income

101

. Operating expenses

Operating expenses of Hilton Pattaya consist of employee related expense and other operating expenses.

Operating expenses Assumptions Marketing expense 4.4% of total revenue POMEC expense 8.6% of total revenue Other operating expenses 14.5% of total revenue Furniture and appliance maintenance expense 5.0% of total revenue Note: Other operating expenses consist of salary, wages, hotel management fee, incentive fee, and other expenses. POMEC expenses consist of energy payment and hotel management and maintenance, and property tax expense.

► Capital expenditure

It is assumed that CPNREIT sets aside reserve for capital expenditure from operating expenditure, amounting to THB 624 million.

► Trust management fee, trustee fee, and other trust-related expenses

The details of expenses are as of follows:

Trust management fees Assumptions in projection Trust management fees Not more than 1.0% per annum of total asset Trustee fees Not more than 1.0% per annum of total asset Trust registrar fee According to trust registrar

Valuation of Additional Assets No.1

The IFA calculated discount rate based on weighted average cost of capital (WACC) of Additional Assets No.1 by considering the property funds which invest in similar assets to the Additional Assets No.1 (the calculated WACC may not be equal to the WACC of CPNRF). The calculation of the WACC is shown in the following table.

102

E D WACC = Ke ( ) + Kd(1 − T)( ) D + E D + E Cost of equity (Ke) = Referenced from the below table at 10.2% to 11.2% Cost of debt (Kd) = MLR – 2.5% Tax rate = Income tax rate at 0% Debt to equity ratio = Borrowing limit of REIT at 35.0% WACC (rounded) = 7.9% to 8.6% Ke = Rf + ß(Rm – Rf) + Specific risk Risk free rate (Rf) = 10-yr government bond at 2.56% (1) Unlevered beta = The correlation of SET index and comparable funds, at 0.63 (2) Market risk premium = The difference between the market rate of return and risk-free rate at (Rm - Rf) 7.96% (3) Specific risk = Additional Assets No.1 ’s specific risk at 0.0% to 1.0% (4) Ke = Investor’s required rate of return at 10.2 % to 11.2% Source: (1) Thai Bond Market Association (www.thaibma.or.th) as of 30 June 2017 (2) S&P Capital IQ, as referenced from unlevered beta of other comparative funds which does shopping complex and hotel businesses as registered in SET. (3) Damodaran online (http://pages.stern.nyu.edu/~adamodar/) (4) Analysis conducted by the IFA by considering Additional Assets No.1’s specific characteristics as compared to other comparable fund which does shopping complex and hotel businesses as registered in SET.

The detail of comparative funds which operate shopping complex and hotel businesses, registered on the SET including the unlevered beta used to calculate cost of equity are listed below.

Unlevered Name of fund Country Fund ticker beta 1. CPN Retail Growth Leasehold Property Fund Thailand SET:CPNRF 0.67 2. Tesco Lotus Retail Growth Freehold and Leasehold Thailand SET:TLGF 0.71 Property Fund 3. Future Park Leasehold Property Fund Thailand SET:FUTUREPF 0.48 4. Major Cineplex Lifestyle Leasehold Property Fund Thailand SET:MJLF 0.58

103

Unlevered Name of fund Country Fund ticker beta 5. Centara Hotels & Resorts Leasehold Property Fund Thailand SET:CTARAF 0.74 6. Dusit Thani Freehold and Leasehold Property Fund Thailand SET:DTCPF 0.54 7. Quality Houses Hotel and Residence Freehold and Thailand SET:QHHR 0.50 Leasehold Property Fund 8. Quality Hospitality Leasehold Property Fund Thailand SET:QHOP 0.84 Selected unlevered beta (1) 0.63 (1) Selected unlevered beta is calculated from unlevered beta of the hotel property fund and unlevered beta of shopping center property fund, which are weighted average by weight of EBITDA for Hilton Pattaya and EBITDA for CentralFestival Pattaya Beach Project at a ratio of 31:69.

1. CPN Retail Growth Leasehold Property Fund (SET: CPNRF) is a leasehold property fund and is non- redemable investment unit and the investment in real estate is specific with indefinite maturity. The fund was established on 23 August 2005 and fund’s assets include leasehold rights of CentralPlaza Rama 2, CentralPlaza Rama 3, CentralPlaza Pinklao and CentralPlaza Chiangmai Airport.

2. Tesco Lotus Retail Growth Freehold and Leasehold Property Fund (SET: TLGF) is a property and leasehold property fund with non-redeemable investment unit that specifies types of property to be purchased or leased with indefinite maturity. The fund was established on 13 March 2012. The fund’s assets include ownership and leasehold right of Tesco Lotus in Bangkok and other provinces in the country.

3. Future Park Leasehold Property Fund (SET: FUTUREPF) is a leasehold property fund with non-redeemable investment unit that specifies types of property to be purchased or leased and with indefinite maturity. The fund was established on 23 November 2006. The fund’s assets include leasehold right of Future Park Rangsit which comprises of leasehold right to the department store and right to find benefits from certain parts of the common space.

4. Major Cineplex Lifestyle Leasehold Property Fund (SET: MJLF) is a leasehold property fund with non- redeemable investment unit that specifies types of property to be purchased or leased with indefinite maturity. The fund was established on 26 June 2007. The fund’s assets include leasehold right of 2 large Lifestyle Entertainment Complex and 1 Lifestyle Community Mall, comprising of Major Cineplex Rachayotin and Major Cineplex Rangsit and Lifestyle Center Susuki Avenue Ratchayotin.

104

5. Centara Hotels and Resorts Leasehold Property Fund (SET: CTARAF) is a leasehold property fund with non-redeemable investment unit that specifies types of property to be purchased or leased with indefinite maturity. The fund was established on 25 September 2008. The fund’s assets include leasehold right to land and buildings and ownership of furniture and equipment related to the business of Centara Grand Beach Resort Samui.

6. Dusit Thani Property and Leasehold Property Fund (SET: DTCPF) is a property and leasehold property fund with non-redeemable investment unit that specifies types of property to be purchased or leased with indefinite maturity. The fund was established on 21 December 2010. The fund’s assets include ownership of Dusit Thani Laguna Phuket and DusitD2 Chiangmai and leasehold right to Dusit Thani HuaHin.

7. Quality House Hotel Residence Property and Leasehold Property Fund (SET: QHHR) is a property and leasehold property fund with non-redeemable investment unit that specifies types of property to be purchased or leased with indefinite maturity. The fund was established on 18 July 2012. The fund’s assets include ownership of Center Point Hotel Pratunam and Center Point Hotel and Residence Sukhumvit and leasehold right to Center Point Hotel Chidlom.

8. Quality Hospitality Leasehold Property Fund (SET: QHOP) is a leasehold property fund with non-redeemable investment unit that specifies types of property to be purchased or leased with indefinite maturity. The fund was established on 14 March 2008. The fund’s assets include leasehold right to land and buildings of Amari Boulevard Hotel.

Summary of value of Additional Assets No.1

The IFA considered the value of Additional Assets No.1 from the discounted cash flow method by the Independent Appraisers and the discounted cash flow method by IFA. The comparison of value is presented in the table below.

Asset value by Asset value by IFA Unit: THB million Independent Appraisers Additional Assets No.1 10,423 – 10,610 11,262 – 12,141

105

The IFA is of the opinion that the discounted cash flow method adopted by the IFA is appropriate for valuing the value of Additional Assets No.1. This is because the IFA values leasehold right of Additional Assets No.1 by using the discount rate that reflects the risk of Additional Assets No.1 under the REIT structure by comparing to property funds with similar property investments and asset management structures, such as a good location with tenant agreements and structure of management by experienced people. This management structure will reduce the risk of property compared to the same property that does not have such management structure and also reflect the view of investors in investing in property funds that invest in similar assets to the Additional Assets No.1. Moreover, the valuation of IFA also considers additional costs and expenses, including fees associated with the Additional Assets No.1 when such properties are under REIT, such as trust related fee.

The value of Additional Assets No.1 as valued by the IFA is in range of THB 11,262 million to THB 12,141 million; hence the investment amount of THB 11,908 million is in the value range above. Moreover, IFA considers that the investment in the Additional Assets No.1 would increase the internal rate of return (IRR) to the CPNRF unitholders (as discussed in the Section 3 of this Report). If CPNRF converts into CPNREIT and invests in Additional Assets No.1, amounting to THB 11,908 million via borrowings, the IRR would increase from approximately 7.0% per annum to approximately 8.7% per annum. The IFA is therefore of the opinion that the transaction value is appropriate.

4.2.2 Appropriateness of transaction conditions

The meeting of the Investment Committee of SCBAM on 21 July 2017 set major conditions that the investment in Additional Assets No.1 shall be subject to the following conditions:

(1) Approval from the unitholders’ meeting of CPNRF for the conversion of CPNRF and the investment in Additional Assets No.1 by at least three-fourths of the entire votes of unitholders attending the meeting and having the right to vote (quorum). Those with special interest are not entitled to vote; (2) Acceptance for an approval of the issuance and offering of trust units of CPNREIT for the conversion of CPNRF by SEC office; (3) Successful completion of the conversion of CPNRF into CPNREIT by means of creating property rights for the Trustee upon the execution of the trust deed; (4) Successful entering into and performance under the agreements relevant to the investment in Additional Assets No.1; and 106

(5) Receipt of sufficient proceeds from loan for the investment in Additional Assets No.1

The above conditions are in line with the rules and regulations for good corporate governance and the relevant regulations of SEC and aims at protecting interest of the existing unitholders of CPNRF.

Besides, the IFA has considered the appropriateness of the investment conditions of Additional Assets No.1 from the relevant summary documents as shown in Section 4 topic 4.1.5 Summary of key terms for entering into related transactions in this Report. The IFA is of the opinion that the condition of investing in Additional Assets No.1 is appropriate as the condition and/or requirement underlying the investment in Additional Assets No.1 were made to protect the benefits of CPNREIT in obtaining the assets at the conditions as agreed upon by the counterparties before entering into the transaction. These conditions are also benefit to CPNREIT from the investment objective, which is to invest in properties in order to generate income, and normal conditions for the sale and purchase transaction that can be mutually and voluntarily agreed upon by the counterparties.

4.3 Reasonableness of the investment in Additional Assets No.1 and the transactions between CPNREIT and a connected person of the REIT manager

4.3.1 Objective and rationale of the undertaking of transactions

The objective of CPNREIT is to raise funds from the offering of trust units, and use the proceeds to purchase or lease properties, obtain transfers of ownership of properties and/or leasehold rights in properties, and seek benefits by the way of letting out and managing benefits relating to the leasing of properties, as well as improvement, modification, development and/or disposal of properties invested in or owned by CPNREIT, and/or undertaking any other acts for the benefit of the properties, with an aim to generate income and returns for CPNREIT and its unitholders.

The investment in Additional Assets No.1 is consistent with the objective and the strategy of CPNREIT of seeking long-term growth and development in order to generate revenue and returns at a level acceptable to CPNREIT unitholders. The value of investment in Additional Assets No.1, which will be THB 11,908 million, is within the range calculated by the IFA of THB 11,262 million – THB 12,141 million. The IFA is of the opinion that the investment value is appropriate and acceptable, because Additional Assets No.1 is in good condition and located in one of the country’s top tourist destinations. Moreover, the investment in Additional Assets No.1 is in line with the management direction of CPNREIT, currently operated as CPNRF, as the investment in Additional 107

Assets No.1 is an acquisition of assets from CPN, which is the Settlor of CPNRF and the proprietor of all assets of CPNRF.

4.3.2 Funding sources

Funding for the investment in Additional Assets No.1 by CPNREIT will be from borrowings from commercial banks and/or financial institutions, which may include borrowings from Siam Commercial Bank Public Company Limited (“SCB”). The total borrowing will not exceed THB 12,570 million (the value of investment in Additional Assets No.1 of THB 11,908 million and all relevant expenses to be incurred from the investment include registration fees, value added tax, other fees and expenses). Such borrowing amount will not exceed 35% of the total asset value of CPNREIT as of the date of the registration of the investment in assets that will be transferred from the conversion of CPNRF and investment in Additional Assets No.1. However, the Settlor will take into account the appropriateness of the debt-to-equity ratio and the capital of CPNREIT, and current circumstances in the capital markets.

The terms and conditions of such borrowing will be as stipulated in the loan agreements between CPNREIT and the lenders. Details of the preliminary terms and conditions are as follows:

Initial conditions Lender A group of commercial banks Type of loan Loan Objective Credit facility for asset acquisition, for the purpose of maintenance or repair of the immovable properties of CPNREIT, and for repayment of the debt incurred under the former loan agreement (Refinance) Total credit line Not exceeding THB 16,150 million Interest rate 3-month BIBOR + margin Collateral With or without security Source: Draft term sheet and borrowing conditions of Additional Assets No.1 from a group of commercial banks

Since the sources of loan for the investment in Additional Assets No.1 may include borrowing from Siam Commercial Bank Plc (SCB) which will be considered as acting with conflict of interest with CPNREIT, in accordance with the trust deed and the Notification of the Office of the Securities and Exchange Commission No. SorRor. 27/2557 Re: Regulations relating to Conflict of Interest with Real Estate Investment Trust, which 108

requires CPNREIT to disclose sufficient information to its unitholders before undertaking the transaction. This action gives rise to a conflict of interest because SCBAM, as the Trustee of CPNREIT, may obtain loans from SCB on behalf of CPNREIT for the purpose of investment in Additional Assets No.1. In this particulars, SCBAM is connected to SCB, as SCB is its major shareholder with a 100% interest in the total issued capital as at 31 December 2016. Details are as follows:

Nature of relationship Connected person Lender (connected person of Trustee) Siam Commercial Bank Public Company Limited or SCB Borrower on behalf of CPNREIT SCB Asset Management Company Limited or SCBAM (Trustee) Proprietor CPNREIT

The disclosure of information relating to the action with a conflict of interest with CPNREIT in accordance with the Notification of the Office of the Securities and Exchange Commission No. SorRor. 27/2557 by CPNREIT will be carried out in the following manner.

1) Disclosure of information through the SET, or any other channel through which unitholders would be able to thoroughly access information; 2) Disclosure of information for a period not less than 14 days; 3) Disclosure of information relating to channels, procedures and the period of time for clear expression of objections (not less than 14 days), except in cases when a resolution to undertake the transaction is required to be passed by a meeting pf CPNREIT’s unitholders, the expression of objections shall be raised during the resolution.

If CPNREIT’s unitholders expressing clear objections through the procedures disclosed under item 3) in the amount of more than one-fourth of the total units sold, the trustee shall not conduct or allow to execute the transaction araising conflict of interest with CPNREIT.

On 21 July 2017, a meeting of Investment Committee of SCBAM determined key conditions for the undertaking of the transaction, whereby CPNREIT will be able to enter into a borrowing transaction by providing collateral for the investment in Additional Assets No.1 to a connected person of the trustee, only if the Unitholders’ Meeting of CPNRF No. 1/2017, to be held on 28 August 2017, passes a resolution approving the

109

undertaking of the transaction. In addition, votes against the resolution must not exceed one-fourth of the total units sold. The above condition is in accordance with the trust deed made according to the Notification of the Office of the Securities and Exchange Commission No. SorRor. 27/2557 Re: Regulations relating to Conflict of Interest with Real Estate Investment Trust, and criteria and conditions for good corporate governance. The transaction also needs to be beneficial to the current unitholders of CPNRF.

4.3.3 Advantages and disadvantages of the investment in Additional Assets No.1

Advantages of the investment in the Additional Assets No.1

1. Good location

The Additional Assets No.1 is located by Pattaya beach, which is a hotspot for both local and foreign tourists and has high potential for commercial opportunities. CentralFestival Pattaya Beach Shopping Complex has a competitive advantage because there is no direct competitor in the neighboring areas. In addition, CentralFestival Pattaya Beach Shopping Complex and Hilton Pattaya are situated in a highly populated area and key business district, with two main roads passing through the seaside and city-side of the properties, providing easy access to the properties from Bangkok or other provinces in the Eastern region.

2. Expansion of assets and customer base

Currently, CPNRF’s assets are located in the Central and Northern regions of Thailand. Therefore, the investment in Additional Assets No.1 by CPNREIT will expand its assets and customer base to the Eastern region, which in turn should help to reduce income risk of CPNREIT through diversification. Moreover, a large number of people with high purchasing power are resident in the Eastern region, especially Pattaya and other neighboring provinces, which are major tourist destinations in Thailand offering a variety of tourist attractions and have high potential for commercial opportunities.

3. Quality of Additional Assets No.1

CentralFestival Pattaya Beach Shopping Complex is a large shopping complex in the Eastern region, with a collective of shops, restaurants, cinemas, and activity centers including laser games and bowling. In addition, Hilton Pattaya is a 5-star high rise hotel (302 rooms) with international brand that

110

can accommodate both local and foreign visitors. The fact that the shopping complex and the hotel are situated in the same area helps to create the maximum value to the properties, because they are related and supporting businesses.

4. Diversity of income sources

Currently, CPNRF’s sources of income are rental fees from shopping complexes and office buildings. After the investment in Additional Assets No.1, CPNREIT will have more diverse sources of income, as the properties invested by CPNREIT will include shopping complexes, office buildings and hotels, and it will be the sole receiver of rental fees for Hilton Pattaya under the long-term leasing agreement made with SPV.

5. Experienced property manager

After CPNREIT invests in Additional Assets No.1, it will appoint CPN as the property manager of CentralFestival Pattaya Beach Shopping Complex and sublease Hilton Pattaya to SPV. CPN and its subsidiaries are operators, equipped with experience in the development and management of properties, including shopping complexes, office buildings and hotels. Moreover, as CPN has ownership in Additional Assets No.1, it has knowledge and understanding of the specific characteristics of Additional Assets No.1, and has fostered long-term relationships with the retail shop tenants.

Disadvantages of the investment in the Additional Assets No.1

1. Higher ratio of debt to net asset value

For the investment in Additional Assets No.1, CPNREIT may obtain loans from financial institutions in an amount not exceeding 35.0% of the total asset value of CPNREIT (after the conversion of CPNREIT and the investment in Additional Assets No.1), resulting in an increase in the debt to net asset value ratio. Anyhow, according to the borrowing policy and the borrowing limit of CPNREIT for its investment in leasehold rights to properties, CPNREIT is allowed to obtain loans in an amount not exceeding 35.0% of the total asset value. After the investment in Additional Assets No.1, the ratio of debt to total asset value of CPNREIT will still be lower than the borrowing limit of REIT.

111

2. Higher interest burden arising from borrowing

If CPNREIT invests in Additional Assets No.1 and obtains loans in an amount of THB 12,570 million, CPNREIT would have incurred interest expense of THB 377 million per annum (assuming an interest rate of 3% without principal repayment). Such interest expense may impact the ability to distribute cash to unitholders.

4.3.4 Advantages and disadvantages of the undertaking of transactions with the connected persons

Advantages of undertaking transactions with connected persons:

1. Experience and expertise in property management of connected persons The investment in Additional Assets No.1, owned by CPN Pattaya, is an investment in the assets with good quality as previously mentioned and includes the execution of transactions related to connected persons of the REIT manager e.g., the appointment of CPN as a property manager of CentralFestival Pattaya Beach Project and the subleasing of Hilton Pattaya to SPV.

The appointment of CPN, who is a large player in the country with experience and expertise in developing and managing of shopping complexes, as a property manager of CentralFestival Pattaya Beach Project will benefit to CPNREIT. This may result in efficiency of management of CentralFestival Pattaya Beach Project.

Having SPV which is a subsidiary of CPN as a sub-lessee of Hilton Pattaya is a common structure to accommodate the operations of CPNREIT, which is in accordance with the regulation of the SEC31. Additionally, SPV will appoint Hilton Group to continue functioning as a hotel manager. Hilton Group is an international brand with experience and expertise in managing hotels which will benefit CPNREIT.

2. Connected persons have experience in managing asset to be acquired by CPNREIT

CPN currently manages all properties of CPNREIT (except Hilton Pattaya), consisting of shopping complexes and office buildings in Bangkok and Chiangmai, which means CPN has had experience in asset management to by acquired be CPNREIT. Therefore, if CPN becomes the property manager of

31 In accordance with the Notification of the Capital Market Supervisory Board No. Tor Jor. 35/2559 Re: Issuance and Offering of Trust Units for Investment in Real Estate. In the case that real estate investment trust is unable to conduct its own business, such as hotel and hospital. 112

CentralFestival Pattaya Beach Project and all assets transferred from CPNRF, the smooth and continuous management and coordination in all matters can be achieved. As such, when entering into the transaction, the amount of time and resources used for due diligence review will be lowered. Should CPNREIT decide to enter into a transaction with a third party, it may incur additional expenses, use more resources in the related negotiations and decision making processes, and increase the risk of successful management.

3. Consistent approach to property management of CPNREIT

Existing properties and property to be acquired by CPNREIT under the shopping complex category will be managed by CPN, which will streamline the establishment of a consistent shopping complex management policy. In addition, as SPV, which will be incorporated to specifically sub-lease Hilton Pattaya, is a subsidiary of CPN, it will ensure that the property management policy for Hilton Pattaya would support and be consistent with the management policy for CentralFestival Pattaya Beach Shopping Complex.

4. Terms and conditions in the transaction being in favor of CPNREIT According to the summary details of the Additional Assets No.1 which will be made between SCBAM (as the Trustee of CPNREIT) and CPN Pattaya, (1) If CPN Pattaya wishes to lease any area in CentralFestival Pattaya Beach Shopping Complex, which is not part of the leased assets under the lease agreement, CPN Pattaya is required to notify CPNREIT of this and give priority to CPNREIT in considering making an investment in such area; and (2) CPN also agrees to let CPNREIT use the tradename and trademark relating to CentralFestival Pattaya Beach during the period in which CPN is a property manager of CentralFestival Pattaya Beach Shopping Complex. This provides competitive advantage because CPN is a leading player in shopping mall business in Thailand.

Disadvantages of undertaking of transactions with connected person:

1. Undertaking of transactions with connected person may not be the best benefit for unitholders The investment in Additional Assets No.1, which is owned by CPN Pattaya, the appointment of CPN as the property manager of CentralFestival Pattaya Beach Project and the subleasing of Hilton Pattaya to SPV are transactions to be executed between CPNREIT and a connected person of CPNRM, which is

113

the REIT manager. The execution of these transactions may not be to the best of unitholders’ benefit. However, CPNRM has a fiduciary duty to manage the REIT with professional skepticism and knowledge, and comply with the Trust Deed, trust’s objectives, resolutions of the trust unitholders’ meeting, commitment granted to trust unitholders (if any), and relevant laws. Moreover, there is a Trustee, who is not a connected person with REIT manager, to oversee the management of REIT to be in accordance with trust deed and other related regulations.

4.3.5 Risks associated with the undertaking of transactions

1. Risks arising from national and global economic instability

As the Additional Assets No.1 operates in the retail and hotel businesses, which involve sales of goods and/or services to consumers directly, its operating results are significantly impacted by economic changes. If Thailand’s economy stagnates or goes into recession, local consumers’ purchasing power and consumption may decline as a result. Moreover, a global economic recession and/or the appreciation of the THB may have a negative impact on the purchasing power of foreign tourists, possibly leading to less spending by international visitors, who are the major clients of Additional Assets No.1.

2. Risk arising from other macroeconomic fluctuations

Additional Assets No.1’s operating results may be affected by various macroeconomic factors, other than economic factors, including political turmoil, terrorism, demographic changes, city planning changes, community relocation, and/or the government’s tourism policy. These factors may have a negative impact on consumer spending, and/or the number of both local and foreign tourists, who are the major clients of Additional Assets No.1.

3. Risk incidental to stiffer competition

The retail and hotel business is highly competitive, as industry incumbents continue to improve their existing business in order to compete, while new entrants continuously enter the market. Competition is especially intense in high potential areas in Bangkok, provinces that are tourist destinations, and/or key economic zones. The fact that Pattaya is a tourist hotspot in the Eastern region poses a risk of

114

higher competition, as other operators may be attracted to making investments in the area. As a result, the occupancy rates and rental rates of shopping complex may not meet its projections. Hilton Pattaya is the leading hotel in Pattaya with its main selling point being superior service quality, but a number of operators have started to transform their accommodation service offerings to compete, such daily serviced apartments. Therefore, the rise of competitors of Additional Assets No.1, both in retail and hotel business, may result in more supply in the market, and in turn may have an adverse effect on the performance of CPNREIT and the return to its unitholders.

4. Risk arising from changes in consumer behavior

Consumer behavior changes as technology advances and social trends alter. Additional Assets No.1 may be affected by behavioral changes in both local and international tourists, which could alter the needs and shopping patterns for goods and services. At present, technological advances have changed the way consumers make their purchases, with online shopping platforms replacing retail channels such as shopping centers and/or retail shops. Considering current social trends, more Thai tourists are likely to travel overseas, while a smaller number of foreign tourists may choose Thailand as their travel destination. These changes are likely to impact the operating performance of Additional Assets No.1 and CPNREIT, as well as the return to unitholders. To mitigate the risk, CPNREIT conducts market research, performs competitor analysis, develops and improves its shopping centers and hotels to differentiate itself from competitors and offers unique product and service offerings that meet customer needs.

5. Risk associated with tenants’ ability to make rental payment

The majority of income of CentralFestival Pattaya Beach is rental income from the shopping center, and the operating performance of its tenants has a direct and significant impact on their ability to pay rental fees and whether they will renew lease contracts and/or revoke lease contracts before the expiration date. These in turn directly affect the performance of CPNREIT and the return to its unitholders. However, CPNREIT has a policy to mitigate this risk, whereby each tenant is required to place a lease deposit in advance, which will be used as compensation if the rent cannot be collected from the tenant. Mostly, the terms of most lease agreements are three years, which allows CPNREIT to change its tenants. 115

6. Risk of losing key tenants and non-renewal of rental contracts upon expiry of existing contracts

The key tenants of CentralFestival Pattaya Beach Project consist of cinemas, restaurants and leading retail shops, and they are important in attracting both Thai and foreign consumers and tourists. As such, if the key tenants do not renew their lease agreements, the number of shoppers may drop, and thus the ability to retain other tenants may be affected as well. This will have a direct impact on the rental income of Additional Assets No.1, the performance of CPNREIT, and the return to unitholders. Furthermore, in order to generate returns from the investment in Additional Assets No.1, CPNREIT will enter into a long-term lease agreement of Hilton Pattaya with SPV, whereby SPV will be a tenant for a period of 9 years (The term of the contract is 3 years and can be renewed for a further 2 terms of 3 years, excluding the first contract that the sublease agreement will be affective until the end of 2017). If SPV decides not to renew the lease agreement for Hilton Pattaya after the existing agreement expires, CPNREIT may need to find a new tenant. This would cause a delay and a risk to the business operations of Hilton Pattaya, and thus CPNREIT’s performance and unitholders’ return may be negatively affected as well.

7. Risk arising from failure to comply with agreements by counterparties

As part of the investment in Additional Assets No.1, CPNREIT will enter into various agreements with many relevant parties, including building lease agreements, space sub-lease agreements, the CPNREIT management agreement, asset management agreement, and others. The execution of these agreements poses a risk that the counterparties may fail to comply with the terms and conditions under the agreements. Failure to comply with the agreements would have a direct and negative impact on the operations of Additional Assets No.1, as well as the performance of CPNREIT. Moreover, such failure may result in lawsuits which the litigation period, related expenses and damages cannot be determined.

8. Potential risk arising from borrowing

CPNREIT may fund the investment in Additional Assets No.1 by borrowing from financial institutions, and the total borrowing will not exceed 35.0% of the total assets of CPNREIT. Changes in the economic situation, interest rates, and/or the rental payment ability of tenants may adversely affect the operations

116

and liquidity of CPNREIT. Consequently, CPNREIT may not be able to repay loan principal and interest thereon to financial institutions, which could affect its ability to pay dividends to unitholders.

9. Risk arising from actual operating results not in line with the projections

Additional Assets No.1’s business plan and/or financial projections rely upon assumptions and projections relating to factors in uncertain and ever-changing circumstances. These factors include occupancy rate, rental rates, number of tourists, or other macroeconomic factors. Such uncertainties may result in actual operating results not meeting the projections, and may have a negative impact on CPNREIT’s performance and its unitholders’ return.

10. Risk of property renovation

Renovation of property is important for managing and keeping shopping complexes and hotels in a good condition and in high demand of consumers and visitors. However, during the period of renovation, there is a necessity to shut down the renovation areas which may impact the leasable areas of shopping complex and income-generating areas of hotel. In addition, the construction may cause inconvenience to the customers which may negatively affect the performance of the property.

11. Risk of change in hotel management

The sub-lease agreement of Hilton Pattaya between CPNREIT and SPV has a term of 9 years (The term of the contract is 3 years and can be renewed for a further 2 terms of 3 years, excluding the first contract that the sublease agreement will be affective until the end of 2017). SPV will manage such that Hilton Group is still the hotel manager. However, the hotel management agreement of Hilton Group may expire before the sub-lease agreement between CPNREIT and SPV and there is a possibility that Hilton Group may not renew the hotel management agreement. In such case, the change in hotel management and branding may affect the performance of the hotel and consequently the variable rental income that CPNREIT will receive.

12. Risk concerning expropriation of land

There is a risk that properties invested under the Additional Assets No.1 could be expropriated by government agencies for state infrastructure development, throughout the period of the leasehold

117

rights. In such a case, CPNREIT would be unable to operate its business as planned, and may not be compensated or may receive compensation less than its investment cost in the expropriated land, leading to lower-than-projected return for the unitholders. Since land expropriation is subject to the government’s land use policy and necessity, it is not possible to assess the probability of CPNREIT’s land being expropriated.

13. Risk arising from natural disasters, accidents, sabotages and epidemics

Natural disasters, accidents, sabotage, epidemics and other force majeure events may occur in the location of Additional Assets No.1, which may cause damage to property, and/or affect the confidence of both Thai and foreign consumers and tourists. This would negatively affect the operating results of both the retail and hotel businesses of Additional Assets No.1. However, CPNREIT has implemented risk assessment of each area, and has set up measures to mitigate the risk, such as conducting inspection of buildings and facilities regularly, seeking help from building experts in assessing the impact of earthquakes, as well as reviewing and preparing contingency plans for possible incidents.

4.4 Independent Financial Advisor’s opinion on the investment in Additional Assets No.1 and the transaction between the CPNREIT and connected person of the REIT manager

The IFA has considered the objective and the reasonableness of the investment in Additional Assets No.1 and the undertaking of transactions between CPNREIT and a connected person of the REIT manager, and is of the opinion that the value of the investment in Additional Assets No.1 in an amount of THB 11,908 million is appropriate, as it is within the range of value determined by the IFA, which was equal to THB 11,262 million – THB 12,141 million. The IFA is of opinion that the investment in Additional Assets No.1 is reasonable and would be beneficial to the CPNREIT and its unitholders because it is in accordance with the investment policy and establishment objectives of CPNREIT, as it will enable the expansion of the assets and the customer base, and reduce risk by diversifying the sources of rental income. In addition, Additional Assets No.1 is high quality real estate, with good location and high potential for commercial opportunities. The IFA is of opinion that the undertaking of transactions regarding sub-leasing and collecting rental income of Hilton Pattaya from SPV which is the connected person with the REIT manager, is reasonable and beneficial to the CPNREIT and its unitholders because CPNREIT can only rent out properties and cannot operate other business including hotel. Therefore, SPV will become the sub-lessee of Hilton Pattaya with CPNREIT and 118

the sub-lessee will continue to appoint Hilton Group as a hotel manager as before in accordance with current hotel management contract conditions. The sub-leasing components include a fixed portion of two/thirds of total rental which reduces the risk from volatility of hotel operations and is in accordance with the regulation of the SEC office.

The IFA is of the opinion that the investment in Additional Assets No.1 in an amount of THB 11,908 million payable to CPN Pattaya and the undertaking of a transaction between CPNREIT and SPV which is a connected person of the REIT manager, is reasonable and would be beneficial to the unitholders. Therefore, the unitholders should approve the transaction.

119

5. The Independent Financial Advisor's opinion on the appointment of the property manager who is a connected person with the REIT manager

5.1 Nature of transaction

The Investment Committee’s Meeting of CPNRF has resolved to propose to the unitholders’ meeting to consider and approve the appointment of CPN to be the property manager of CPNREIT as currently CPN is the property manager of CPNRF. The new property manager appointment agreement to be entered into by CPNREIT and CPN shall have all material terms and conditions as same as those of CPNRF, except for the calculation basis and ratio of the property management fee, where by the new property management fee shall be calculated on the last day of each month based on the value of investment properties (excluding the value of investment properties of hotel) from the net asset value report of CPNREIT (after the conversion of CPNRF) approved by the trustee of CPNREIT in each month. This amendment shall be in place of the property management fee calculated based on the net asset value of CPNRF, and shall; therefore, reflect the value of the core assets of CPNREIT which are managed by the property manager, which would result in the new property management fee to be reasonable and appropriate to both parties. Apart from property management fee as mentioned above, the property management fees that CPNREIT shall pay to property manager in relation to shopping mall and office building management comprise rent collection fee, commission fee, special incentive fee and construction management fee for improve and/or property development.

5.1.1 Type and transaction size

According to the Notification of SEC No. SorRor. 26/2555 Re: Provision relating to Particulars, Terms and Conditions in a Trust Instrument of Real Estate Investment Trust, clause No. 19 Re: Transactions between a REIT and a REIT manager or Related Persons of the REIT manager dated 21 November 2012 (including amendments), the appointment of CPN to be the property manager of CPNREIT under the property manager appointment agreement is a transaction between REIT and REIT manager. Therefore, it is considered as a connected transaction between the REIT and connected person to the REIT manager.

120

With respect to the transaction, CPNREIT has estimated the total property management fee paid to CPN over 10 years to be amount not exceeding THB 4,620 million or 15.6% of CPNRF’s net asset value reported in the reviewed financial statements as of 31 March 2017. The value of transaction is calculated as follows:

(*) Size of related transaction = Value of contract ×100 = 4,620,000,000 ×100 = ร้อยละ 15.6 Net tangible asset of CPNRF 29,521,286,923 (*) 10-year Property Management fee projection as stipulated in Property Management Appointment Agreement

As the aforementioned transactions are connected transactions between CPNREIT and the REIT manager, which are exceed than 3.0% of CPNRF’s net asset value, CPNREIT is required to notify the SET and need approval of no less than three-quarters from CPNRF unitholder’s meeting attendees with the right to vote (excluding unitholders with special interest).

The new property management agreement will be occurred when there is a conversion of CPNRF into CPNREIT and investment in the Additional Assets No.1.

5.1.2 Transaction date

The appointment of CPN to act as a property manager of CPNREIT and the property manager appointment agreement will be effective upon the acquisition of the Additional Assets No.1 by CPNREIT.

5.1.3 Connected persons and type of relationship

The appointment of CPN to be the property manager of CPNREIT is a transaction between SCBAM as trustee of CPNREIT and CPN as property manager of CPNREIT. CPN is the major shareholder of CPNRM, who is the REIT manager, and CPNREIT after the conversion from CPNRF to CPNREIT. Therefore, this transaction is considered to be a transaction between the REIT and connected person of the REIT manager as follows:

Type of Relationship Connected Person Property management CPN which is a connected person of the REIT manager Proprietor SCBAM as a trustee of CPNREIT

121

The following graph illustrate the relationship between connected persons;

5.1.4 Summary of the property manager appointment agreement

Key changes from the current property manager appointment agreement

Calculation of property management fee Calculation of property management fee of CPNRF of CPNREIT At the rate of not exceeding 0.30% per annum of the At the rate of not exceeding 0.28% per annum of net asset value, calculated on the last day of each the value of investment properties from the net month asset value report of CPNREIT approved by the Trustee of CPNREIT in each month (excluding the value of investment properties of hotel), calculated on the last day of each month

Additionally, the new property manager appointment agreement stated that the contractual parties agree to the 10-year contract term and if both parties do not have any other agreement, the agreement shall extend for another 10 years.

5.2 Reasonableness of the transaction

5.2.1 Objective and necessity of transaction

The objective of the appointment of CPN to be the property manager of CPNREIT is for CentralFestival Pattaya Beach Project to be a part of Central shopping mall and for the right of using trademark and advertising under the name of Central which is a leading retail store in Thailand. The property manager appointment

122

agreement to be entered into by CPNREIT and CPN shall have all material terms and conditions as same as those of CPNRF, save for the calculation basis and ratio of the property management fee.

The change to the property management fee calculation basis and ratio under the current property management appointment agreement is to align the responsibilities of CPN who is the property manager. Nevertheless, under the current property management appointment agreement between CPNRF and CPN, the conditions for calculating property management fee are determined based on the net asset value of CPNRF, whereby CPN is CPNRF’s sole property manager as all CPNRF’s assets are properties such as shopping centers and office buildings.

However, if CPNRF converts into CPNREIT and invests in Additional Assets No.1, CPN will remain as the property manager of CPNRF’s existing properties (CentralPlaza Rama 2 Project, CentralPlaza Rama 3 Project, CentralPlaza Pinklao Project, and CentralPlaza Chiangmai Airport Project), as well as the property manager of additional asset in CentralFestival Pattaya Beach Project. However, Hilton Pattaya will be managed by the Hilton Group’s management team and there will be SPV which is a subsidiary of CPN, being the sublessee of the hotel leasehold rights. Due to the change in the structure of the property, the conditions for calculating the property management fee under the current property management appointment agreement between CPNRF and CPN, which requires the fee to be calculated from the net asset value, are no longer in line with the changed responsibilities of the property manager.

In addition, the calculation of the property management fee under the current property management appointment agreement, which is based on the net asset value of CPNRF, takes into account the capital structure of the fund, including its liabilities, in the net asset value calculation in which it may not reflect the property manager’s responsibility directly. If CPNRF converts into CPNREIT and invests in Additional Assets No.1 by borrowing, the capital structure of CPNREIT will change which will affect the calculation of the property management fee that is based on the net asset value of the REIT.

Therefore, in order to make CPN’s property management fee in line with the value and type of assets that CPN is directly responsible for, there is a need to amend the property manager appointment agreement regarding the fee calculations. The newly proposed property management fee is calculated using the value of

123

investment properties, excluding the value of the Hilton Pattaya, from the net asset value report of CPNREIT instead of the net asset value of CPNRF.

5.2.2 Advantages and disadvantages / risks of entering into a transaction with a connected person of the REIT manager

Advantages of entering into a transaction with a connected person of the REIT manager:

1. The new fee reflects the type of assets that the property manager is directly responsible for

The change to property management fee calculation basis and ratio is to align the responsibilities under the property management appointment agreement with the type of property the property manager is directly responsible for. The property management fee of the REIT will exclude the value of Hilton Pattaya that CPNREIT will invest in and will sublease to lessees.

2. Connected person of the REIT manager has expertise in managing properties of the CPNREIT

With CPN’s long-standing experience and expertise in managing shopping complexes, as well as being the property manager of CPNRF, the appointment of CPN as the property manager of CPNREIT for shopping centers and office buildings assets will enable CPNREIT to be able to manage the assets continually and efficiently in the future.

3. Rights to use the brand name and/or trademark and/or service mark of CPN

Since CPN is the leader in the shopping center business and has one of the largest market share in Thailand, CPNREIT is allowed to use the brand name and/or trademark and/or service mark of CPN. This will help maintain the market share, competitive advantage and financial reliability of CPNREIT, as well as its bargaining power to bid for and negotiate contracts for land development for the property development business.

124

Disadvantages/risks of entering into a transaction with a connected person of the REIT manager:

1. Transacting with the connected person of the REIT manager may not be the best interest of unitholders

CPNRM, as the REIT manager, is responsible for managing, committing to the assets of CPNREIT, and carrying out various activities for CPNREIT in accordance with the REIT establishment contract and related regulations. However, CPNRM is a subsidiary of CPN which holds 99.9% of equity interest of CPNRM. In the case that CPNREIT appoints CPN as the property manager, this may not be a benefit maximisation to the unitholders. If there is a conflict between CPNREIT and CPN in the future, CPNRM will be in a position that conflicts with CPN’s interests. However, CPNRM has a fiduciary duty to manage the REIT with professional skepticism and knowledge, and comply with the trust deed, trust’s objectives, resolutions of the trust unitholders’ meeting, commitment granted to trust unitholders (if any), and relevant laws. Moreover, there is a trustee, who is not a connected person with REIT manager, oversees the management of REIT to be in accordance with trust deed and other related regulations.

Furthermore, CPN which is a listed company on the SET, has the duty to comply with the SET and SEC regulations, including the disclosure of information regarding transactions with connected persons to ensure transparency. Therefore, the appointment of CPN to be the property manager has a low risk of conflicts of interest.

5.3 Appropriateness of transaction value and transaction conditions

The new property manager appointment agreement to be entered into by CPNREIT and CPN shall have all material terms and conditions as same as those of CPNRF, except for the calculation basis and ratio of the property management fee. Therefore, IFA’s consideration is based on the appropriateness of price and conditions of the change to property management fee.

In considering the reasonableness of the change to the property management fee, the IFA compares the fees derived from current and new calculation as follows:

125

The following table illustrate the estimation of fees derived from current and new calculation, assuming no conversion and investment in Additional Assets No.1.

Unit: THB Million 2014 2015 2016 2017E 2018F 2019F 2020F 2021F 2022F 2023F 2024F 2025F 2026F Actual Fee(2) 66.4 76.4 84.6 ------Maximum fee for current 75.4 85.7 89.2 85.7 86.8 81.7 82.3 82.3 81.8 81.0 79.2 79.7 82.2 calculation (0.30% of NAV) Maximum fee for new calculation (0.28% of 71.0 87.6 89.5 89.1 89.1 83.4 81.9 79.8 76.9 73.3 68.6 68.0 69.9 investment properties’ value) Difference of maximum fee between current and new (4.4) 1.9 0.2 3.4 2.3 1.7 (0.3) (2.4) (4.9) (7.7) (10.5) (11.7) (12.3) calculation Percent difference of maximum fee between (5.9) 2.2 0.3 4.0 2.6 2.1 (0.4) (3.0) (6.0) (9.5) (13.3) (14.7) (15.0) current and new calculation Accum. difference of maximum fee between - - - 3.4 5.7 7.4 7.0 4.6 (0.3) (8.0) (18.5) (30.2) (42.6) current and new calculation Notes: (1) Figures for 2017E to 2026F represent estimation of property management fee (2) Current fees for 2014A to 2016A are adjusted to include subsidised portion provided by CPN

From the table above, without the conversion and the investment in Additional Assets No.1, CPNRF’s cap property management fee from new calculation method in 2016 is close to its cap property management fee from current method. Even though, at the beginning of the change in property management fee, the new calculation is higher than the current calculation, in the long term the new property management fee calculation will be lower than the current property management fee calculation.

Based on the analysis of the IFA, the IFA is of the opinion that the change in the property management fee calculation method from using net asset value to using investment property value is reasonable and appropriate to both contracted parties. The change is to align the responsibility of property manager without resulting in significant differences from the current calculation method. As such, the transaction does not cause CPNREIT to lose benefits.

126

5.4 Independent Financial Advisor’s opinion on the transaction between CPNREIT and connected person of the REIT manager

The IFA consider the rationale for the appointment of CPN to be the property manger of CPNREIT and the change of the property manager appointment agreement with respect to the property management fee calculation and is of opinion that these transactons are reasonable. This is because CPN has experience and is the large player in shopping complex business. Additionally, the change in the property management fee calculation is more consistent with the type of asset that the property manager is directly responsible for. The calculation uses only the core asset value of the trust that is managed by the property manager and does not include other assets not managed by the property manager, such as Hilton Pattaya). In addition, the base of calculation is derived from CPNREIT’s net asset value report that has been audited and certified by CPNREIT’s Trustee. The IFA considered the appropriateness of the new property management fee method by analysing the effect of the change in fee. It was found that the change in property management fee in overall is not significantly different from the current fee and does not cause CPNREIT losing any benefits.

The IFA is of the opinion that the appointment of a connected person of REIT manager to be the property manager, together with the investment in Additional Assets No.1 with an investment value of THB 11,908 million by borrowing is reasonable and beneficial to the unitholders. Therefore, the unitholders should approve the transaction.

127

6. Summary of the Independent Financial Advisor’s opinion

The IFA has expressed opinion in relation to CPNRF’s transactions as follows:

1. IFA’s opinion regarding the conversion of CPNRF into CPNREIT

The IFA has considered the objective and reasonableness of the conversion of CPNRF into CPNREIT, and has noted that the conversion of CPNRF into CPNREIT will negatively affect certain groups of unitholders by having increase in taxation burden. However, the long-term impact of this change will likely be beneficial to CPNRF and its unitholders, especially through the benefits in raising capital and/or borrowings for additional investments in properties and leasehold rights. Additionally, CPNRF and its unitholders will benefit from higher borrowing limit as well as the ability to invest in more diversified real estate. Moreover, a swap ratio of one investment unit of CPNRF to one trust unit of CPNREIT will not have any impact on the rights of CPNRF unitholders.

Furthermore, the IFA has analysed the impact on the unitholders of CPNRF of the conversion and investment in Additional Assets No.1 at amount of THB 11,908 million to be funded by borrowing, and noted that the internal rate of return (IRR) to the unitholders will increase from approximately 7.0% per annum to approximately 8.7% per annum. Such increase in the IRR is the result of the projected operating performance of Additional Assets No.1 and the higher leverage. The IFA is of the opinion that the conversion of CPNRF into CPNREIT and the investment in Additional Assets No.1, with an investment value of THB 11,908 million, is reasonable and would be beneficial to unitholders. Therefore, the unitholders should approve the transaction.

2. IFA’s opinion regarding the investment in CPNREIT assets and the transactions between the REIT and connected persons of the REIT manager.

Regarding the investment in Additional Assets No.1, the IFA is of the opinion that such investment with an amount of THB 11,908 million is appropriate, as the investment amount falls within the value range calculated by the IFA of THB 11,262 million – THB 12,141 million using the discounted cash flow method. Furthermore, the IFA is of the opinion that the investment in Additional Assets No.1 is reasonable and beneficial to both CPNREIT and its unitholders. This is because such investment is in line with CPNREIT’s investment policy and objective and will result in the expansion of assets and customer bases as well as the diversification of rental income.

128

Additionally, Additional Assets No.1 is considered a quality asset located in a good location with a high commercial potential. For the transactions with CPN, CPNPAT and SPV, which are connected persons of the REIT manager, the IFA has considered that the value of the transactions is deemed to be appropriate. Furthermore, the transactions are reasonable and are beneficial to CPNREIT and its unitholders, as CPN both have experience and expertise in property management, especially shopping centers. Furthermore, since CPN is currently the property manager of CPNRF, any transaction related to the property manager would be proceeded and reviewed in an efficient and timely manner. The IFA is of the opinion that the investment in the Additional Assets No.1 with an investment value of THB 11,908 million payable to CPN Pattaya and the transaction between CPNREIT and SPV, which is a connected person of the REIT manager, is reasonable and would be beneficial to the unitholders. Therefore, the unitholders should approve the transaction

3. The IFA’s opinion regarding the appointment of a connected person of the REIT management to be the property manager

The IFA has considered that CPNREIT’s appointment of CPN to be the property manager makes CPNREIT’s assets to be managed by experienced and expertise person, and the change to the property management fee calculation in the property manager appointment agreement will not make CPNREIT lose benefits, and will reflect the fee associated with the assets which are directly responsible by the property manager. The IFA is of the opinion that the appointment of a connected person to be the property manager, together with the investment in Additional Assets No.1 with an investment value of THB 11,908 million by borrowing is reasonable and beneficial to the unitholders. Therefore, the unitholders should approve the transaction. The IFA’s opinion is based on an assumption that publicly available information, information received from CPN SCBAM CPNRF, related advisors/consultants and valuation reports of independent appraisers, are complete, accurate and reflective of the management’s views towards economic conditions and other factors affecting CPNRF and Additional Assets No.1’s operations.

129

The unitholders’ decision depends on their own judgment. The unitholders should exercise discretion and study other relevant information in making their decision. The IFA hereby certifies that the opinions expressed in this report were carefully given in accordance with professional standards and to the best interests of the unitholders.

Yours sincerely,

EY Corporate Service Limited

Mr. Vorapoj Amnauypanit Ms. Suluksana Artamnuayvipas Partner Partner (Superviser)

This is a translation copy of the original Thai document. To the extent the translated version of this report conflicts with the Thai version, the Thai version shall prevail.

130

7. Appendices

7.1 Documents used to support the opinion

The documents that the IFA uses to form the opinion in this report include:

- Examples of sub-lease agreements between CPN and retail tenants - Independent Appraiser valuation reports on Additional Assets No.1 prepared by Quality Appraisal Co., Ltd and Sims Property Consultant Co., Ltd. - Summary of draft agreements related to the Additional Assets No.1 (the IFA does not receive draft of full agreement)  Building lease agreements (certain parts)  Utility system lease agreement  Asset sale and purchase agreement  Agreement on accession and undertakings  Building sublease and utility system sublease agreement of Hilton Pattaya  Movable property lease agreement of Hilton Pattaya - Draft terms and conditions of borrowing for Additional Assets No.1 from a group of commercial bank - Draft contracts of CPNREIT establishment and other related contracts - Draft property manager appointment agreement of CPNREIT - Financial statements of CPNRF for the years ended 31 December 2014, 2015, 2016 and for the period ended 31 March 2017 - Management report of CentralPlaza Rama 2 Project, CentralPlaza Rama 3 Project, CentralPlaza Chiangmai Airport Project and CentralPlaza Pinklao Project for the years ended 2014, 2015 and 2016 - 12-month budget of CentralPlaza Rama 2 Project, CentralPlaza Rama 3 Project, CentralPlaza Chiangmai Airport Project and CentralPlaza Pinklao Project for the year ended 31 December 2017

131

7.2 The IFA’s opinion

The IFA expresses the opinion solely on the appropriateness of the conversion of CPNRF into CPNREIT, the acquisition on assets of CPNREIT and the appointment of a connect persons with REIT manager be a property manager. However, the IFA does not provide any opinion regarding taxation or borrowings of CPNRF or CPNREIT.

132

Attachment 10 Information of the REIT Manager Attachment 10

Attachment 10

Information of the REIT Manager

CPN REIT Management Co Ltd, (the “ Company ”), who will be the REIT Manager of CPN Retail Growth Leasehold Real Estate Investment Trust, (the “ REIT Manager ”), is a limited company incorporated in Thailand on June 27, 2017 with a paid-up registered capital of Baht 10,000,000 divided into 1,000,000 ordinary shares at Baht 10 par value per share. The Company’s main objective is to manage the REIT in particular, having Central Pattana Public Company Limited being its major shareholder holding 99.99% of all shares sold.

Significant information of the Company

REIT Manager CPN REIT Management Co Ltd (the “Company”) HQ Address 999/9 Rama I Road, Kwaeng Pathumwan, Pathumwan District, Bangkok Registration Number 0105560104638 Telephone number 02-667-5555 #1660 Registered capital Baht 10,000,000 Paid-up capital Baht 10,000,000 Number of issued and paid-up shares 1,000,000 ordinary shares Par value Baht 10 Nature and scopes of business Being REIT Manager Major shareholder (shareholding ratio) Central Pattana Public Company Limited (99.99%) Names of directors 1. Mr. Charly Madan 2. Ms. Wallaya Chirathivat 3. Ms. Naparat Sriwanwit Authorized directors Ms. Wallaya Chirathivat and Ms. Naparat Sriwanwit to jointly sign with the Company’s seal Accounting period 1 January-31 December

The Company’s shareholders

Name Number of shares Percentage (%) held (shares) 1. Central Pattana Public Company Limited 999,997 99.99 2. Mr. Kobchai Chirathivat 1 0.0033 3. Ms. Wallaya Chirathivat 1 0.0033 4. Mr. Chanavat Uahwatanasakul 1 0.0033 Total 1,000,000 100.00

Attachment 10 Page 1

Attachment 11 Information of the Trustee

Attachment 11

Attachment 11 Information of the Trustee

1. General Information

Name of Trustee : SCB Asset Management Company Limited

Head Office Location : No . 18 Building 1 SCB Park Plaza, 7-8th Floor, Ratchadaphisek Road, Chatuchak Subdistrict, Chatuchak District, Bangkok 10900

Company Registration No . : 0105535048398

Telephone : 02 -949 -1500

Facsimile : 02 -949 -1501

Website : http :// www .scbam .com /

Registered Capital : THB 200,000,000

Paid -up Capital : THB 100,000,000

2. Relevant Permit

The Trustee was granted Permit of Trustee Business Operation from the SEC Office on 18 September 2013 .

3. Duties and Responsibilities of Trustee

(1) The Trustee has a duty to undertake the management of CPNREIT with integrity and prudence as a profession with expertise, and shall treat the unitholders without prejudice for the best interest of CPNREIT unitholders. In addition, the Trustee must comply with the relevant laws, the Trust Deed, the objectives of establishment of the CPNREIT, resolutions of the unitholders, and additional commitments made to the unitholders (if any ).

(2) The Trustee has a duty to attend every unitholders’ meeting . If there is a request from the unitholders for a resolution with respect to any proposed action, the Trustee shall perform the followings:

(2.1) Respond to questions and provide opinions on such action or the matter requested for resolution as to whether or not it is in compliance with the Trust Deed or the relevant laws .

(2.2) Make objections and inform the unitholders that such action or the matter requested for a resolution is impracticable if the proposed action would be in conflict with the Trust Deed or the relevant laws .

Attachment 11 Page 1 Attachment 11

(3) The Trustee has a duty to enforce debt repayment or oversee the enforcement of debt repayment to ensure the compliance with the agreements between CPNREIT and third persons

(4) In case of absence of the REIT Manager or in the event of the REIT Manager being unable to perform its duties, the Trustee has a duty to take over the management of CPNREIT until a new REIT manager is appointed, subject to the criteria prescribed in the Notification No . KorRor . 14 /2555, in order to protect against, prevent, or limit serious damage to CPNREIT or the unitholders as a whole, and shall proceed in accordance with the scope of authorities and duties specified in the Trust Deed and the Trust Act . In taking over the management of the REIT Manager as mentioned above, the Trustee may appoint another person to engage in the interim management of CPNREIT in its place, provided that such delegated person shall comply with the scope, criteria, and conditions specified in the Trust Deed . The Trustee also has the right to appoint a new REIT Manager with the scope of authorities and duties specified in the Trust Deed and the Trust Act or the notifications or other relevant terms and conditions and the amendments thereof .

(5) The Trustee has rights, duties and responsibilities to manage CPNREIT in accordance with the terms and conditions prescribed in securities law and the other relevant laws .

(6) In case CPNREIT has a policy to invest in other non -core assets, the investment in such other assets may be managed by the Trustee, the REIT Manager or other person who is delegated by the Trustee or the REIT Manager in accordance with the Trust Deed . In case that the Trustee delegates the duties to a person who is not the REIT Manager, the Trustee must comply with the criteria prescribed in the Notification of the Capital Market Supervisory Board Re : Outsourcing Operational Function relating to Business Operation to Third Party of the part in connection with outsourcing function in relation to investment of a fund mutatis mutandis .

(7) In case that the SEC, the SEC Office, or other competent organizations enact laws or issue regulations, notifications, rules, instructions, circulation letters, relaxation, or cancel, alter, or making any amendments or additions to the current applicable laws, regulations, notifications, regulations and instructions which results in the amendment of the Trust Deed, the Trustee shall undertake actions as prescribed in the Trust Deed for amendment, alteration and addition of the Trust Deed in order to comply with the amended or revised laws, rules, notifications, regulations and instructions without requiring to request for a unitholders’ resolution .

(8) The Trustee shall be prohibited from setting -off the obligations arising beyond the performance of the trusteeship duties owed by the Trustee to a third person against the obligations arising from the management of CPNREIT owed to the Trustee by the third person . Any set -off of obligations in conflict with this provision shall be void .

Attachment 11 Page 2 Attachment 11

(9) In entering into a juristic act or a transaction with a third person, the Trustee shall notify the third person in writing that it acts in the capacity of a trustee and expressly specify as such in the documentation evidencing that juristic act or transaction .

(10) The Trustee shall prepare the accounts of the assets of CPNRREIT separately from any other accounts under its responsibility . If the Trustee manages several REITs, the Trustee shall prepare the accounts of the assets of each REIT separately and keep such accounts correct and up -to -date . The Trustee shall separate the assets of CPNREIT from the assets which it holds in its own capacity and any other assets in its possession .

(11) In case that the Trustee fails to perform its duty under Clause 3 (10 ), which causes the assets of CPNREIT to be commingled with the assets held in its own capacity to the extent that it is unable to distinguish CPNREIT’s assets from that which the Trustee holds in its own capacity, it shall be presumed that :

(11 .1) The commingled assets are assets of CPNREIT;

(11 .2) The damage and liabilities arising from the management of the commingled assets shall be borne by the Trustee in its own capacity; and

(11 .3) The benefits resulting from the management of the commingled assets belong to CPNREIT .

The commingled assets as mentioned above shall include commingled assets that are transformed into a different form or state .

(12) In case that the Trustee fails to perform its duty under Clause 3(10 ), which causes the assets of several real estate investment trusts to be commingled to the extent that it is unable to distinguish the assets to which real estate investment trust belongs, it shall be presumed that the commingled assets, including those that are transformed into a different form or state, and any benefits or obligations arising from the management thereof shall belong to each real estate investment trust proportionate to the amount each real estate investment trust contributed to the commingled assets .

(13) The management of CPNREIT is the Trustee’s personal duties . The Trustee shall not delegate its duties to other persons except for in the following cases :

(13.1) It is otherwise specified in the Trust Deed;

(13.2) The transaction is not personal in nature and does not require the professional capability of a trustee;

(13.3) The transaction that a reasonable and prudent owner of the assets of the same characteristics as those of CPNREIT, who manages such assets with similar objectives as those of CPNREIT, may delegate a third person to manage such assets;

Attachment 11 Page 3 Attachment 11

(13.4) The safekeeping of assets, preparation of the unitholder register book, or provision of support operations services may be delegated to an affiliate company of the Trustee or a third person;

(13.5) Any other cases being under the responsibilities of the REIT Manager in accordance with the Trust Deed or the criteria prescribed in Notification TorJor . 49 /2555, KorRor . 14 /2555, and SorShor . 29 /2555 and amendments thereof .

If the Trustee acts in violation of the paragraph one above, any actions taken shall bind the Trustee personally and shall not bind CPNREIT .

(14) In case that the Trustee lawfully delegates the management of CPNREIT to a third person in accordance with Clause 3(13 ), the Trustee shall exercise prudently and with care in selecting such person as well as adequately and thoroughly supervise and review the delegated management in a careful manner. The Trustee shall establish operational measures in relation to work delegation in compliance with the criteria prescribed in the SEC Notification No . KorKhor . 1/2553 re : Work System, Contact with Investors and General Business Operation of Trustees as follows :

(14.1) Selection of appropriate persons for delegation of duties which takes into account the readiness of the work system and of the delegated persons, as well as any possible conflict of interest between the delegated persons and CPNREIT;

(14.2) Control and evaluation of the performance of the delegated persons; and

(14.3) Actions to be taken by the Trustee in the event that the delegated persons are no longer appropriate for further delegation of duties .

The SEC Board may prescribe and notify the details of actions to be taken by the Trustee in such an event .

(15) In the case of the change of the Trustee, if the new trustee finds that the previous management of CPNREIT was not in compliance with the Trust Deed or the Trust Act, and caused damage to CPNREIT, the new trustee shall perform as follows :

(15.1) Claim damages from the liable Trustee;

(15.2) Recover the assets from the third persons, regardless whether such assets had been directly acquired by the former Trustee and regardless whether the assets had been transformed into a different form or state, unless the third persons had acquired those assets in good faith, in exchange for payment of consideration, and did not know or there were no reasonable grounds that the third persons should have known that those assets had been acquired as a result of unlawful management .

(16) In managing CPNREIT and delegating third persons to manage CPNREIT in accordance with Clause 3(13 ), if there are expenses or if the Trustee is required to

Attachment 11 Page 4 Attachment 11

make payments to or surrender other assets to third persons out of the monies or assets held in its own capacity due to necessity and appropriateness, the Trustee shall be entitled to obtain reimbursement from CPNREIT, unless the Trust Deed specifies that such payment of funds or other assets shall be borne by the Trustee .

(17) The Trustee shall be prohibited from exercising the right under Clause 13 (16 ) unless it has performed all of its obligations in favor of CPNREIT, except if those obligations can be set -off in accordance with the Civil and Commercial Code .

(18) If the Trustee fails to manage CPNREIT in compliance with the Trust Deed or the Trust Act, the Trustee shall be liable for the damage sustained by CPNREIT .

However, the Trustee may, in the case of necessity and where there are reasonable grounds in the interests of CPNREIT, apply for the approval of the SEC Office prior to undertaking any action in the management of CPNREIT in a manner that is inconsistent with the provisions under the Trust Deed . The Trustee shall not be liable as specified in the paragraph one if it managed CPNREIT in accordance with the approval of the SEC Office in good faith and for the best interest of CPNREIT .

(19) The Trustee shall ensure that the material details of the Trust Deed are in compliance with the relevant laws . If the Trust Deed is amended, the Trustee shall act in accordance with the following criteria :

(19.1) To ensure that any amendment to the Trust Deed complies with the procedures and conditions prescribed in the Trust Deed and the criteria prescribed in the relevant laws;

(19.2) If an amendment to the Trust Deed does not comply with Clause 3(19 ) and Clause 3(19 .1), the Trustee shall proceed in accordance with its scope of authorities and duties as specified in the Trust Deed and the Trust Act in order to safeguard the rights and benefits of the unitholders as a whole; and

(19.3) In the case of any subsequent amendment to the criteria relating to the offering for sale of the trust units or management of a real estate investment trust promulgated under the Securities Act and the Trust Act, and the existing provisions of the Trust Deed are not in compliance therewith, the Trustee shall amend the Trust Deed to be in line with the amended criteria by following the procedures specified in the Trust Deed or as in accordance with the orders of the SEC Office according to Clause 21 of the Trust Act .

Attachment 11 Page 5 Attachment 11

(20) The Trustee shall monitor, supervise, and review the performance of duties by the REIT Manager or any other delegated person (if any ) to ensure the compliance with the Trust Deed and the relevant laws and other relevant notifications prescribed by the SEC Board or the SEC Office . The aforementioned duties shall also include the following :

(20.1) Ensuring that the management of CPNREIT by the REIT Manager has obtained the approval of the SEC Office for the entire period of existence of CPNREIT;

(20.2) Monitoring, supervising, and undertaking actions as necessary to ensure that the delegated person is fully qualified and complies with the criteria prescribed in the Trust Deed and the relevant laws, including dismissing the then current delegated person and appointing another person to replace such person;

(20.3) Overseeing the investment of CPNREIT to be complied with the Trust Deed and the relevant laws;

(20.4) Overseeing the complete information of CPNREIT to be accurately disclosed as prescribed in the Trust Deed and the relevant laws; and

(20.5) Giving opinions relating to taking actions or entering into transactions for CPNREIT by the REIT Manager and other delegated persons (if any ) in support of the request for a resolution at a unitholders’ meeting or disclosing information about CPNREIT to the investors or at the request of the SEC Office .

(21) If the REIT Manager acts or omits an act causing damage to CPNREIT, or fails to perform its duties in accordance with the Trust Deed or the relevant laws, the Trustee shall have the following duties :

(21.1) Report the matter to the SEC Office within 5 business days from the date on which the Trustee becomes aware of or should have been aware of such fact; and

(21.2) Rectify, prevent, or mitigate such damage to CPNREIT as it deems appropriate .

(22) If the Trustee is also a unitholder of CPNREIT, the Trustee shall, in casting votes or taking any actions as a unitholder, take into account the best interests of the unitholders as a whole by adhering to the principles of good faith and due care, including the avoidance of any conflict with impact on the performance of its duties as the Trustee of CPNREIT.

(23) The Trustee has duty to prepare the unitholder register book . The Trustee may also assign the Stock Exchange of Thailand or the person granted with the registrar license in accordance with the SEC Act to perform the duties of the securities registrar . Upon delegating the securities registrar of trust units to other person, the Trustee has a duty to supervise such delegated person to comply with the criteria specified in the Trust

Attachment 11 Page 6 Attachment 11

Deed and securities law, unless the evidence is prepared in accordance with the system and regulations of TSD relevant to the securities registrar .

(24) The Trustee shall provide the evidence representing the rights in the trust units or the trust certificates to the unitholders under the criteria prescribed in the Trust Deed and securities law .

(25) If unitholders request the Trustee or the securities registrar to issue evidence representing their rights in the trust units in order to replace the ones which have been lost, faded, or materially damaged, the Trustee shall issue such evidence or ensure that the same is issued to the unitholders within a reasonable time period .

Attachment 11 Page 7

Attachment 12 Projected statement of income and details of net property income for the period from 1 January 2018 to 31 December 2018 and report of certified public accountant, and Sensitivity Analysis

Attachment 12

Sensitivity Analysis on Change in DPU

If there is a change in the interest rate from that employed in the projected statement of income, this will have an impact on the estimated DPU to be received by the unitholders following CPNREIT’s investment in the Additional Assets No. 1. Impact of change in the interest rate on the estimated DPU is showed as below:

Interest Rate 2.18% 2.68%(1) 3.18% 3.50%(2) Net cash available for distribution of 3,852,231 3,774,784 3,697,337 3,647,771 benefits (Thousands of THB) Projected distribution of benefits 3,783,291 3,705,844 3,628,398 3,578,832 (Thousands of THB) Distribution of benefits per unit (THB) 1.7100 1.6750 1.6400 1.6176 Remark: (1) Interest rate used in this projected statement of income is referenced to an initial loan proposal from a Thai financial institution with a loan repayment period of 2 years. (2) Interest rate for the said loan shall not exceed 3.50% per annum.

Attachment 12

Attachment 13 Information of the Additional Assets No. 1

Attachment 13

Attachment 13 Information of the Additional Assets No . 1

CPNRF will be converted into CPNREIT for the purpose of additional investment . CPNREIT will obtain long -term loans from financial institutions to finance investment in the Additional Assets No . 1 which is possessed by CPN Pattaya Co ., Ltd . (“CPN Pattaya ”). Details of the Additional Assets No .1 are as follows :

Details of the Additional Assets No . 1 (CentralFestival Pattaya Beach Project and Hilton Pattaya )

Name of the projects CentralFestival Pattaya Beach Project and Hilton Pattaya

Location No . 333 /99 and No . 333 /101 Moo 9, Pattaya Sai 1 Road, Nongprue Subdistrict, Banglamung District, Chon Buri Province

Party that holds ownership in the CPN Pattaya Co ., Ltd . ( “CPN Pattaya ”) Additional Assets No . 1

Relationship between the Party that The owner of the Additional Assets No . 1 and the holds ownership in the Additional Settlor or the REIT Manager are both subsidiaries of Assets No . 1 and the Settlor or the CPN . CPN holds 99 .99 % of the shares in the owner of REIT Manager the Additional Assets No . 1, and holds 99 .99 % of the shares in the Settlor or the REIT Manager, respectively .

Nature of investment in the Additional CPNREIT will invest in the Additional Assets No . 1 Assets No . 1 as follows :

CentralFestival Pattaya Beach Project

(1) Leasehold rights over the immovable properties which are certain parts of the buildings and structures in the CentralFestival Pattaya Beach shopping mall comprising a shopping complex building ( partial ) and indoor parking spaces ( partial ) , being an investment area of approximately 70,095 square meters .

In addition, the leased properties are exclusive of (1 ) the area in CentralFestival Pattaya Beach shopping mall that CPN Pattaya has leased to

Attachment 13 Page 1

Attachment 13

the tenants for an upfront rental fee in the form of long -term lease agreements, and the areas which are currently being renovated or under a renovation plan, and ( 2) the parking spaces to which CPN Pattaya is entitled proportionately according to its rights .

(2) Leasehold rights over the utilities systems, i .e., electrical system, utilities system, telephone system, elevators, escalators, air conditioning system, engineering works system, wastewater treatment system, and various facilities that have been installed and used in the building and structures of CentralFestival Pattaya Beach shopping mall, along with other rights relating to or in connection with the aforementioned systems .

(3) Ownership of movable properties, i .e., equipment for décor, tools, instruments, whether fixed or not permanently fixed, including other equipment used for the purpose of installing décor or facilitating users of the building and structures of CentralFestival Pattaya Beach Project . These are located on and /or fixed on the exterior or in the interior of the areas of the building and structures of CentralFestival Pattaya Beach Project or on the surface of the building and structures of CentralFestival Pattaya Beach Project, and / or the area being a part of the leased area occupied by tenants in CentralFestival Pattaya Beach Project; over which CPN Pattaya has ownership including any other rights relating to or in connection with the aforementioned properties (as the case may be ) , excluding properties that are component parts of the building and structures of CentralFestival Pattaya Beach Project .

Hilton Pattaya

(1) Leasehold rights over the immovable properties, i.e. certain parts of the building and structures in Hilton Pattaya comprising the whole hotel building and certain parts of indoor parking

Attachment 13 Page 2

Attachment 13

spaces, being an investment area of approximately 49,686 square meters;

(2) Leasehold rights over the utilities systems, i .e. electrical system, utilities system, telephone system, elevators, escalators, air conditioning system, engineering works system, wastewater treatment system, and various facilities that have been installed and used in building and structures of Hilton Pattaya, as well as any rights relating to or in connection with the aforementioned systems; and

Leasehold investment period Approximately 20 years, whereby the leasehold right will expire on 31 August 2037 .

Details of the Additional Assets No . 1 are provided in accordance with asset type as follows :

Details of CentralFestival Pattaya Beach Project

Details of Area of CentralFestival Pattaya Beach Project in comparison with Gross Area

Attachment 13 Page 3

Attachment 13

Approximate Proportion of Area to be Invested by Approximate Area CPNREIT in to be Invested by Comparison with Building Number of Storeys CPNREIT Gross Area of the (square meters ) Shopping Mall Building (%) Gross Area of the 6 storeys and 1 -storey 55,165 63 % Building of underground of gross area of the CentralFestival whole shopping mall Pattaya Beach building Project (1) Indoor Parking 8 storeys 14,930 56 % Spaces (approximately 774 of total indoor parking lots ) parking spaces of shopping mall Total Invested 70,095 61 % Areas of gross area of the whole shopping mall building and indoor parking spaces of shopping mall Remark :

(1) Gross Area means leasable area, common area and service area .

Details of Gross Area (1) and Indoor Parking Spaces of CentralFestival Pattaya Beach Project

Approximate Area Detail (square meters ) 1. Area of CentralFestival Pattaya Beach Project (Partial ) - Leasable Area (2) 29,404 - Common Area (3) 14,706 11,055 Service Area ( 4) - 55,165 Total 2. Indoor Parking Spaces (Partial ) ( Approximately 774 14,930 Parking Lots ) Total Area 70,095 Remark :

(1) Gross Area means leasable area, common area and service area . (2) Leasable Area means the area leased to anchor tenants and in-line tenants only . (3) Common Area means the area where tenants and customers can utilize . This area includes common area which can be taken for lease and /or service . Attachment 13 Page 4

Attachment 13

(4) Service Area means system installation area such as elevators, escalators and engine room, etc .

However, the aforesaid investment in leasehold of CentralFestival Pattaya Beach Project excludes the following areas :

(1) The area in CentralFestival Pattaya Beach shopping mall that CPN Pattaya has leased to the tenants for an upfront rental fee in the form of long -term lease agreements, and the areas which are currently being renovated or under a renovation plan, and

(2) The parking spaces to which CPN Pattaya is entitled proportionately according to its rights .

Details of Hilton Pattaya

Details of Area of Hilton Pattaya in comparison with Total Area

Approximate Proportion of Area Approximate Area to be Invested by to be Invested by CPNREIT in Building Number of Storeys CPNREIT Comparison with (square meters ) Total Area of the Hotel Building (%) Gross Area of Hilton 21 storeys 49,114 100 % ( ) Pattaya 1 of gross area of the whole hotel building Indoor Parking 1 storey 572 100 % Spaces (approximately 29 of total indoor parking lots ) parking spaces of hotel Total Invested 49,686 100 % Areas of total area of both hotel building and indoor parking spaces for hotel Remark :

(1) Gross Area means hotel room and other areas .

Attachment 13 Page 5

Attachment 13

Details of Gross Area (1) and Indoor Parking Spaces of Hilton Pattaya

Approximate Area Detail (square meters) 1. Hilton Pattaya Area - Room Area (2) 15,182 - Other Areas (3) 33,932 Total 49,114 2. Indoor Parking Spaces (Approximately 29 Parking Lots ) 572 Total Areas 49,686 Remark :

(1) Gross Area means room areas and other areas . (2) Room Area means area of hotel room . (3) Other Areas mean the area where hotel guests can utilize, e.g. restaurants, pathway, swimming pool, meeting rooms, spa, fitness room, etc .

For room area, this can be categorized as follows :

Approximate Approximate Total Area of Area per Room Type of Hotel Room Number of Rooms Hotel Room (square meters ) (square meters ) Deluxe 212 46 9,752 Executive 45 46 2,070 Executive Plus 26 65 1,690 Ocean Suite 8 78 624 Deluxe Ocean Suite 7 78 546 Grand Ocean Suite 4 125 500 Total 302 15,182

Note CPNREIT’s investment in Hilton Pattaya also includes 1 Grand Ballroom, 3 meeting rooms and other facilities such as spa, swimming pool and fitness room as well as five restaurants . Well -recognized restaurants in Hilton Pattaya include :

EDGE : The contemporary Pattaya restaurant that caters for a wide variety of tastes offering a selection of delicious international and Asian favorites . The mood is relaxed and welcoming, offering casual dining by day and transforming into a stylish venue with a seductive vibe by night . Located on level 14 of Hilton Pattaya, EDGE offers indoor and outdoor terrace dining, stunning views of Pattaya Bay and an abundance of natural light .

HORIZON : This unique rooftop venue offers some of the most breathtaking views of Pattaya . Sleek and sophisticated, this Pattaya restaurant and bar is a truly exclusive hideway from the bustling city below .

Attachment 13 Page 6

Attachment 13

Summary of details of investment in the Additional Assets No . 1, Appraised Value and Investment Value of the Additional Assets No . 1

CentralFestival Pattaya Beach Project Gross Area of the whole shopping mall building ( 1) ( square 87,972 meters ) Leasable Area of the whole shopping mall building (2) (square 52,611 meters ) Parking Space of the whole shopping mall building ( square 26,713 meters ) Gross Area to be invested by CPNREIT (1) (square meters ) 55,165 Leasable Area to be invested by CPNREIT (2) (square meters ) 29,404 Parking Space to be invested by CPNREIT (square meters ) 14,930 Proportion of Leasable Area to be invested by CPNREIT in 56 comparison with Leasable Area of the whole shopping mall building (percent ) Type of acquisition of right of possession of CPNREIT Lease of immovable properties and utilities systems for 20 years with the agreement to be expired on 31 August 2037, and acquisition of certain movable properties Hilton Pattaya Gross Area of the whole hotel building (1) (square meters ) 49,114 Room Area of the whole hotel building (3) (square meters ) 15,182 Parking Space of the whole hotel building (square meters ) 572 Gross Area to be invested by CPNREIT (1) (square meters ) 49,114 Room Area to be invested by CPNREIT (3) (square meters ) 15,182 Parking Space to be invested by CPNREIT (square meters ) 572 Proportion of Room Area to be invested by CPNREIT in 100 comparison with Room Area of the whole hotel building (percent ) Type of acquisition of right of possession of CPNREIT Lease of immovable properties and utilities systems for 20 years with the agreement to be expired on 31 August 2037, and acquisition of certain movable properties Appraised Value of Assets to be invested by CPNREIT (THB )

Sims Property Consultant Co ., Ltd . - CentralFestival Pattaya Beach Project 7,137,000,000 3,286,000,000 Attachment 13 Page 7

Attachment 13

- Hilton Pattaya

Quality Appraisal Co ., Ltd . 7,207,000,000 - CentralFestival Pattaya Beach Project 3,403,000,000 - Hilton Pattaya Investment Value, net of all relevant expenses, in the 11,908,000,000 Additional Assets No . 1 (THB ) Remark :

(1) Gross Area means leasable area, common area & service area of shopping mall and room area & other areas of hotel . (2) Leasable Area means the area leased to anchor tenants and in -line tenants only . (3) Room Area means area of hotel room .

Historical Performance of the Additional Assets No . 1

3-Month 31 December 31 December 31 December Period Ended 2014 2015 2016 31 March 2017 CentralFestival Pattaya Beach Project Property Income 572 .36 565 .62 574 .55 160 .42 (THB million ) Net Income from Property Level 544 .68 542 .78 553 .22 149 .78 (THB million ) Total Leasable Area 29,335 29,404 29,404 29,404 (square meters ) Occupancy Rate 98 .20 % 98 .62 % 98 .45 % 97 .27 % Average Rental Rate (THB /square 1,370 1,410 1,480 1,540 meter /month ) Hilton Pattaya Income from Hotel 754 .30 793 .07 803 .65 258 .83 Business (THB million ) EBITDA after FF&E 271 .40 286 .26 306 .93 102 .63 Deduction (THB million ) Number of Rooms 302 302 302 302 (rooms ) Average Occupancy Rate (percent to available 83 .18 % 88.98 % 89 .13 % 92 .02 % units ) Average Room Rate 5,460 5,494 5,586 6,340 (THB per night )

Attachment 13 Page 8

Attachment 13

Average Rental Rate and Occupancy Rate of CentralFestival Pattaya Beach Project

2,000 100% 100% 99% 96% 98% 98% 97% 90% 1,600 80%

1,200 70%

800 60% 50% 400 40% 1,206 1,250 1,370 1,410 1,480 1,540 0 30% 2012 2013 2014 2015 2016 Q1 2017

Average Rental Rate (THB/square meter/month) Occupancy Rate (%)

Average Room Rate and Occupancy Rate of Hilton Pattaya

8,000 100% 92% 89% 89% 87% 83% 90% 6,000 73% 80%

75% 76% 70% 72% 4,000 70% 69% 60%

50% 2,000 40% 4,543 4,972 5,460 5,494 5,586 6,340 0 30% 2012 2013 2014 2015 2016 Q1 2017

Average Room Rate (THB/night)

Average Occupancy Rate (%)

Average Industry Occupancy Rate (%), Information from Department of Tourism

Attachment 13 Page 9

Attachment 13

Other information of the Additional Assets No . 1

Tenant Business Profile of CentralFestival Pattaya Beach Project as of 31 March 2017

Tenant Business Profile % of Total Leasable Area Entertainment 38 % Food and Drink 18 % Fashion, Health and Beauty 29 % Electronics and Decoration 7% Others Vacancies 5% 3%

Total 100 %

Lease Expiry Profile of CentralFestival Pattaya Beach Project as of 31 March 2017

Period % of Total Leasable Area Apr - Dec 2017 10 % 2018 38 % 2019 44 % 2020 3% After 2020 ( ) 0.2% Others 1 2% Vacancies 3%

Total 100 % Remark : (1) The area with rental period less than one year

Attachment 13 Page 10

Attachment 13

Customer Profile of Hilton Pattaya as of 31 March 2017

Nationality % of Total Customers Chinese 27 % Thai 12 % Korean 10 % American 9% Others 42 %

Total 100 %

Attachment 13 Page 11

Attachment 13

Map of the Additional Assets No . 1

Attachment 13 Page 12

Attachment 14 Summary of the appraisal reports of the appraisal companies

Attachment 15 Information memorandum on acquisition of the Additional Assets No. 1 of CPN Retail Growth Leasehold REIT (to be incurred from the conversion of the property fund into the real estate investment trust) and entering into connected transactions of CPN Retail Growth Leasehold REIT with connected persons of the REIT Manager

Attachment 15

Attachment 15 Information Memorandum concerning Acquisition of the Additional Assets No. 1 by CPN Retail Growth Leasehold REIT (to be Set up by Conversion of a Property Fund into a Real Estate Investment Trust) and Entering into Connected Transactions by CPN Retail Growth Leasehold REIT with Connected Persons of the REIT Manager

1. Investment in the Additional Assets No. 1

1.1 Date of Entering into the After all of the following conditions are fulfilled: Transaction (1) Approval from the unitholders’ meeting of CPNRF for the conversion of CPNRF and the investment in the Additional Assets No. 1;

(2) Acceptance for an approval from the SEC Office for the issuance and offering of trust units of CPNREIT for the conversion of CPNRF;

(3) Successful completion of conversion of CPNRF into CPNREIT by means of creating rights over assets for the Trustee upon the execution of the Trust Deed;

(4) Successful entering into and performance under the agreements relevant to the investment in the Additional Assets No. 1; and

(5) Receipt of sufficient proceeds from loan for the investment in the Additional Assets No. 1.

1.2 Related Parties and (1) CPN Pattaya Co., Ltd. (“CPN Pattaya”) which is the Relationship with the owner of the Additional Assets No. 1, as the lessor REIT Manager of the immovable properties and utilities systems, and the seller of movable properties

(2) CPNREIT as the lessee of the immovable properties and utilities systems, and the purchaser of movable properties

CPN Pattaya and CPNREIT are related on the basis that both CPN REIT Management Co., Ltd. (“REIT Manager”), which is incorporated to be the Settlor and later to become the REIT Manager, and CPN Pattaya are both subsidiaries of Central Pattana Public Company Limited (“CPN”). CPN, being major unitholder of CPNRF, will become the major unitholder of CPNREIT after conversion of CPNRF

Attachment 15 Page 1 Attachment 15

into CPNREIT.

1.3 Nature of Interest of Persons CPN is the major shareholder of both CPN Pattaya and Connected to the REIT the REIT Manager. Manager

1.4 Nature of the Transaction CPNREIT will invest in the Additional Assets No. 1 by means of leasing the immovable properties and utilities systems and by purchasing the movable properties of CentralFestival Pattaya Beach Project and Hilton Pattaya.

1.5 Details of the Additional See details in Attachment 1, Clause 5.2 Assets No. 1

1.6 Transaction Size Investment in the Additional Assets No.1 will have final investment value, net of all relevant expenses, equal to THB 11,908 million, or 35.96% of CPNRF’s total assets, thus exceeding 30% of CPNRF’s total assets based on its reviewed financial statements as of 31 March 2017 (which was approximately THB 33,110 million). As a result, this is considered an acquisition of core assets and equipment by CPNREIT.

In addition, this transaction accounts for 40. 34% of CPNRF’s net asset value ( NAV) , which exceeds 3% of CPNRF’s NAV based on its reviewed financial statements as of 31 March 2017 ( which was approximately THB 29,521 million). As a result, this is considered a transaction between CPNREIT and the connected person of the REIT Manager.

1.7 Investment Value of the Final investment value of the Additional Assets No. 1, net Additional Assets No. 1 of all relevant expenses, will be equal to THB 11,908 million.

1.8 Basis for Determining The following factors are taken into account in the Consideration Value determination of consideration value of the Additional Assets No.1: (1) appraised value of the Additional Assets No.1 as evaluated by the appointed valuers who are in the list of valuers approved by the SEC Office; (2) conditions of the money market and the capital market during the

Attachment 15 Page 2 Attachment 15

period of investment in the Additional Assets No. 1; ( 3) optimal return on investment which investors shall obtain; (4) commercial potential of the Additional Assets No.1 ; (5) local and global interest rates; (6) return on investment in equity instruments, debt instruments including other alternative investments; and (7) the value that the lessee and the lessor will mutually agree.

1.9 Benefits from investment in (1) Increase in Cash Distribution Per Unit (or DPU) the Additional Assets No.1 resulting from investment in the Additional Assets No. 1; (2) Strengthening stability of income of CPNREIT in long-term by improving income diversification and reducing reliance on certain source of income due to geographical diversification of existing assets to be transferred from CPNRF to CPNREIT and the Additional Assets No. 1.

1.10 Source of Fund for the Loan from financial institutions. Additional Assets No.1

1.11 Approval for Entering into The investment in the Additional Assets No. 1 by the Transaction CPNREIT requires an approval from the unitholders’ meeting of CPNRF by a vote of not less than three-fourths of the total number investment units held by the unitholders who attend the meeting and have the right to vote, excluding the votes of the unitholders who may have special interest.

1.12 Opinion of the Board of The Board of Directors of the REIT Manager is of the Directors of the REIT opinion that the investment in the Additional Assets No. 1 Manager regarding the is pursued based on the best interest of CPNREIT as this Transaction and Comparison would help CPNREIT to achieve a stable long-term on Reasonableness of the growth by investing in a shopping mall and a hotel with Transaction to be Entered good location and sound commercial potential. Long-term into with the Connected income of CPNREIT will be more stable due to income Persons or Third Parties diversification. The investment value in the Additional Assets No. 1 has taken into account several relevant factors including ( 1) appraised value evaluated by the appointed valuers who are in the list of valuers approved by the SEC Office; (2) conditions of the money market and the capital market during the period of investment in the Additional Assets No. 1; (3) optimal return on investment which investors shall obtain; (4) commercial potential of the Additional Assets No.1; (5) local and global interest

Attachment 15 Page 3 Attachment 15

rates; (6) return on investment in equity instruments, debt instruments including other alternative investments; and (7) the value that the lessee and the lessor will mutually agree. Based on information provided by management of the REIT Manager and the Independent Financial Advisor, the independent director does not have any opinion which contradicts to that of the Board of Directors and deems that investment in the Additional Assets No. 1 is reasonable and would benefit CPNREIT.

1.13 Opinion of independent None director and/or director (s) which is different from the Board of Directors of REIT Manager

1.14 Past related transactions None

1.15 Names of executives of Executives of REIT Manager include: REIT Manager (1) Ms. Pirinee Pringsulaka

(2) Ms. Khemploy Tonsakulrungruang

(3) Ms. Prapairat Teekaput

1.16 Top 10 unitholders of See Attachment 1 CPNRF at the latest book closing date (as of 7 August 2017)

1.17 Financial summary of See Attachment 2 CPNRF

1.18 Summary of appraisal See Attachment 3 reports

Attachment 15 Page 4 Attachment 15

2. The Sublease of the Additional Assets No. 1 in part of Hilton Pattaya

2.1 Date of Entering into the After all of the following conditions are fulfilled: Transaction (1) Approval from the unitholders’ meeting of CPNRF for the conversion of CPNRF and the investment in the Additional Assets No. 1;

(2) Acceptance for an approval from the SEC Office for the issuance and offering of trust units of CPNREIT for the conversion of CPNRF;

(3) Successful completion of conversion of CPNRF into CPNREIT by means of creating rights over assets for the Trustee upon the execution of the Trust Deed;

(4) Successful entering into and performance under the agreements relevant to the investment in the Additional Assets No. 1; and

(5) Receipt of sufficient proceeds from loan for the investment in the Additional Assets No. 1.

2.2 Related Parties and (1) CPNREIT, as the sub-lessor of the immovable Relationship with the REIT properties and utilities systems and as the lessor of Manager the movable properties.

(2) A subsidiary of CPN to be incorporated in the future, ( the “Sub-Lessee”) , who will be the sub-lessee of Hilton Pattaya.

The Sub-Lessee and CPNREIT are related on the basis that the REIT Manager and the Sub-Lessee are both subsidiaries of CPN. CPN is currently the major unitholder of CPNRF, and will later become the major unitholder of CPNREIT after conversion of CPNRF into CPNREIT.

2.3 Nature of Interest of Persons CPN is the major shareholder of both the Sub-Lessee and Connected to the REIT the REIT Manager. Manager

2.4 Nature of the Transaction CPNREIT will sub-lease rights over Hilton Pattaya to the Sub-Lessee and will receive, in return, fixed and variable rents from the Sub-Lessee in accordance with terms and

Attachment 15 Page 5 Attachment 15

conditions to be specified in the sublease agreement.

2.5 Transaction Size Compensation the Sub-Lessee will make to CPNREIT consists of:

(1) Fixed rent determined from the date of entering into the sublease agreement to the end of 2017, and in case of renewal of the sublease agreement, to 31 December 2016;

(2) Variable rent which will be made according to operating performances of Hilton Pattaya.

Total amount of fixed rent shall not exceed THB 2,400 million (not including variable rent determined based on the data used in the projected statement of income and details of net investment for the period from 1 January 2018 to 31 December 2018 which is approximately THB 77 million) , or 8. 13% of CPNRF’s NAV, which exceeds 3% of CPNRF’s NAV according to its reviewed financial statements as of 31 March 2017 (which was approximately THB 29,521 million). This is regarded as a transaction between CPNREIT and the connected person of the REIT Manager.

2.6 Basis for Determining Rental fees are determined on the basis of the ability and Consideration Value the forecast of generation of benefits from the property.

2.7 Benefit from Entering into CPNREIT will have additional sources of income in the the Transaction form of fixed and variable rents from Hilton Pattaya, apart from rental and service revenues from leasing out spaces in shopping malls and office buildings.

2.8 Source of Fund for the This transaction does not require any funding. Transaction

2.9 Approval for Entering into The execution of the sublease agreement of the Additional the Transaction Assets No. 1 in part of Hilton Pattaya is a connected transaction of CPNREIT which requires an approval from the unitholders’ meeting by a vote of not less than three- fourths of the total number of investment units held by the unitholders who attend the meeting and have the right to

Attachment 15 Page 6 Attachment 15

vote (excluding the votes of the unitholders who may have special interest).

2.10 Opinion of the Board of The Board of Directors of the REIT Manager is of the Directors of the REIT opinion that rental fee structure that the Sub-Lessee has to Manager regarding the pay to CPNREIT is reasonable and fair as it conforms to Transaction and Comparison and takes into account profit generation capability of on Reasonableness of the Hilton Pattaya. It consists of fixed rent and variable rent. Transaction to be Entered This would help to generate additional sources of income into with the Connected for CPNREIT apart from rental and service revenues from Persons or Third Parties shopping malls and office buildings.

Moreover, the major shareholder of the Sub-Lessee is CPN who is very well accustomed to Hilton Pattaya. Upon CPNREIT’s investment in Hilton Pattaya, the Sub-Lessee will continue to appoint Hilton Group to act as the hotel operator of Hilton Pattaya in accordance with terms and conditions of the existing hotel management agreement. CPN and the Sub-Lessee could coordinate with Hilton Group in taking necessary actions to ensure long-term success of Hilton Pattaya. Based on information provided by management of the REIT Manager and the Independent Financial Advisor, the independent director does not have any opinion that contradicts to that of the Board of Directors and deems that this transaction is reasonable, as the structure is common among REITs that invest in hotels and beneficial to CPNREIT.

2.11 Opinion of independent None director and/or director (s) which is different from the Board of Directors of REIT Manager

2.12 Past related transactions None

2.13 Names of executives of Executives of REIT Manager include: REIT Manager (1) Ms. Pirinee Pringsulaka

(2) Ms. Khemploy Tonsakulrungruang

(3) Ms. Prapairat Teekaput

2.14 Top 10 unitholders of See Attachment 1

Attachment 15 Page 7 Attachment 15

CPNRF as of the latest book closing date (as of 7 August 2017)

2.15 Financial summary of See Attachment 2 CPNRF

2.16 Summary of appraisal See Attachment 3 reports

Attachment 15 Page 8 Attachment 15

3 Appointment of the Property Manager

3.1 Date of Entering into the After all of the following conditions are fulfilled: Transaction (1) Approval from the unitholders’ meeting of CPNRF for the conversion of CPNRF and the investment in the Additional Assets No. 1;

(2) Acceptance for an approval from the SEC Office for the issuance and offering of trust units of CPNREIT for the conversion of CPNRF;

(3) Successful completion of conversion of CPNRF into CPNREIT by means of creating rights over assets for the Trustee upon the execution of the Trust Deed;

(4) Successful entering into and performance under the agreements relevant to the investment in the Additional Assets No. 1; and

(5) Receipt of sufficient proceeds from loan for the investment in the Additional Assets No. 1.

3.2 Related Parties and CPN, who is currently the major unitholder of CPNRF and Relationship with the REIT later will become the major unitholder of CPNREIT, is the Manager major shareholder of the REIT Manager.

3.3 Nature of Interest of Persons Following the conversion of CPNRF into CPNREIT, CPN Connected to the REIT will still act as the property manager for shopping malls Manager and office buildings invested by CPNREIT.

3.4 Nature of the Transaction CPN will be appointed to be the property manager for CPNREIT in managing its shopping malls and office buildings. Relevant management fee will be paid to CPN. Fees of all types of property management services, except property management fee, will be the same as those under property management agreement CPNRF currently entered into. Property management fee CPNREIT will pay would not exceed 0. 28 percent per annum of the value of investment properties from the net asset value report of CPNREIT approved by the Trustee of CPNREIT in each month ( excluding the value of investment properties of hotel), calculated on the last day of each month

Attachment 15 Page 9 Attachment 15

3.5 Transaction Size Total transaction size of that of appointing the property manager would not exceed THB 4,620 million, or not exceeding 15.65% of CPNRF’s NAV as of 31 March 2017, based on the data used in the projected statement of income and details of net investment for the period from 1 January 2018 to 31 December 2018. This exceeds 3% of CPNRF’s NAV based on its reviewed financial statements as of 31 March 2017 ( which was approximately THB 29,521 million). This is regarded as a transaction between CPNREIT and the connected person of the REIT Manager.

3.6 Basis for Determining Property management fee is amended to be in line with Consideration Value scope of duties and responsibilities of the property manager to be specified in the property management agreement of CPNREIT. They do not depend on CPNREIT’s capital structure. Such amendment also matches with types of assets of CPNREIT to be actually managed by the property manager. Basis for determining property management fee will be changed from NAV of CPNRF to value of investment properties held by CPNREIT, excluding Hilton Pattaya.

3.7 Benefits from Entering into To ensure property management fee will be determined the Transaction based on types of properties to be actually managed by the property manager.

3.8 Source of Fund for the This transaction does not require any funding. Transaction

3.9 Approval for the Execution The execution of this transaction is deemed a connected of the Transaction transaction of CPNREIT which requires an approval from the unitholders’ meeting by a vote of not less than three- fourths of the total number of the investment units held by the unitholders who attend the meeting and have the right to vote (excluding the votes of the unitholders who may have special interest).

3.10 Opinion of the Board of The Board of Directors of the REIT Manager is of the Directors of the REIT opinion that appointing CPN to act as the property Manager regarding the manager for CPNREIT’s assets in the part of shopping Transaction and Comparison malls and office buildings is reasonable and beneficial to on Reasonableness of the CPNREIT’s operation. This is because CPN has more than Transaction to be Entered 30 years of experience and expertise in developing and into with the Connected managing shopping malls and office buildings. Moreover, Persons or Third Parties CPN has acted as the property manager for all properties

Attachment 15 Page 10 Attachment 15

to be transferred from CPNRF to CPNREIT and has been very well accustomed to CentralFestival Pattaya Beach Project which is a part of the Additional Assets No.1. CPN has managed CentalFestival Pattaya Beach Project since 2009. Property management fee is in line with scope of duties and responsibilities of the property manager and is determined mainly based on its ability to create value for investment properties, without taking into account CPNREIT’s capital structure.

Selection and appointment of the property manager will be pursued based on property manager selection criteria which are specified in REIT Manager’s operating manual, whereby property management fee is one of the factors that REIT Manager would take into account. Property management fee shall conform to scope of duties and responsibilities of the property manager. Based on information provided by management of the REIT Manager and the Independent Financial Advisor, the independent director does not have any opinion that contradicts to that of the Board of Directors. The appointment is deemed reasonable and beneficial to CPNREIT as CPN has proven track record and expertise in managing properties as well as familiarity with the properties that CPNREIT will invest in. Change in fee structure is reasonable and fair to both CPNREIT and the property manager as the new fee structure represents fairly the property manager’s scope of duties and responsibilities without incorporating factors beyond the property manager’s control. Further it aligns with interests of unitholders of CPNREIT.

3.11 Opinion of independent None director and/or director (s) which is different from the Board of Directors of REIT Manager

3.12 Past related transactions None

3.13 Names of executives of Executives of REIT Manager include: REIT Manager (1) Ms. Pirinee Pringsulaka

(2) Ms. Khemploy Tonsakulrungruang

(3) Ms. Prapairat Teekaput

Attachment 15 Page 11 Attachment 15

3.14 Top 10 unitholders of See Attachment 1 CPNRF as of the latest book closing date (7 August 2017)

3.15 Financial summary of See Attachment 2 CPNRF

3.16 Summary of appraisal See Attachment 3 reports

Attachment 15 Page 12 Attachment 15

Attachment 1: Top 10 unitholders of CPNRF as of the book closing date (17 May 2017) Number of % of total No. Unitholder units held units CENTRAL PATTANA PUBLIC COMPANY 1. 590,521,686 26.69 LIMITED 2. GOVERNMENT SAVING BANK 68,004,833 3.07 3. MRS. ARUNEE CHAN 54,195,800 2.45 4. HSBC (SINGAPORE) NOMINEES PTE LTD 46,277,410 2.09 BANGKOK LIFE ASSURANCE PUBLIC 5. 37,367,952 1.69 COMPANY LIMITED 6. GIC PRIVATE LIMITED 37,304,437 1.69 7. TMB PROPERTY INCOME PLUS FUND 34,433,600 1.56 MUANG THAI LIFE ASSURANCE PUBLIC 8. 34,200,020 1.55 COMPANY LIMITED THAI LIFE INSURANCE PUBLIC COMPANY 9. 33,491,100 1.51 LIMITED HSBC BANK PLC-HSBC INSTITUTIONAL TST SVS (IRE) LTD FIRST STATE GLOBAL 10. 33,261,756 1.50 UMBRELLA FUND PLC - FIRST STATE ASIAN EQU 11. OTHER UNITHOLDERS 1,243,418,106 56.20 Total 2,212,476,700 100.00

Top 10 unitholders of CPNRF as of the latest book closing date (7 August 2017) Number of % of total No. Unitholder units held units CENTRAL PATTANA PUBLIC COMPANY 1. 590,521,686 26.69 LIMITED 2. GOVERNMENT SAVING BANK 68,004,833 3.07 3. MRS. ARUNEE CHAN 55,645,800 2.52 4. HSBC (SINGAPORE) NOMINEES PTE LTD 42,050,110 1.90 BANGKOK LIFE ASSURANCE PUBLIC 5. 37,367,952 1.69 COMPANY LIMITED 6. GIC PRIVATE LIMITED 37,304,437 1.69 MUANG THAI LIFE ASSURANCE PUBLIC 7. 34,200,020 1.55 COMPANY LIMITED THAI LIFE INSURANCE PUBLIC COMPANY 8. 33,491,100 1.51 LIMITED HSBC BANK PLC-HSBC INSTITUTIONAL TST SVS(IRE) LTD FIRST STATE GLOBAL 9. 33,261,756 1.50 UMBRELLA FUND PLC - FIRST STATE ASIAN EQU 10. TMB PROPERTY INCOME PLUS FUND 28,818,100 1.30 11. OTHER UNITHOLDERS 1,251,810,906 56.58 Total 2,212,476,700 100.00

Attachment 15 Page 13 Attachment 15

Attachment 2: Financial summary of CPNRF

Audited financial statements of CPNRF (prior to REIT conversion) for the years ended 31 December 2014, 2015 and 2016 include balance sheet, income statement, statement of cash flows and notes to financial statements. 3-month reviewed financial statements of CPNRF for the period ended 31 March 2016 and 2017 include income statement, statement of cash flows and notes to financial statements. Financial figures are tabled as follows:

1) Financial position of CPNRF

As of 31 March As of 31 As of 31 As of 31 Balance Sheet 2017 December 2014 December 2015 December 2016 (Unit: Millions of THB) (Unaudited but (Audited) (Audited) (Audited) Reviewed) Assets Investments in leasehold properties at 29,919.94 31,790.00 32,309.00 31,820.00 fair value Investments in securities at fair value 527.75 385.54 662.90 796.79 Cash on hand and at banks 303.55 431.15 464.64 339.68 Rental and service receivables 156.95 110.59 88.64 113.56 Accrued interest income 0.65 0.35 0.29 0.46 Other assets 82.51 66.30 78.36 39.73 Total assets 30,991.34 32,783.93 33,603.83 33,110.22 Liabilities Other payables 26.78 23.52 7.07 14.06 Deposits received in advance 994.39 1,033.60 1,138.03 1,130.88 Accrued expenses 115.93 333.30 379.56 341.91 Unearned lease income 63.16 53.53 48.34 80.90 Long-term borrowing 1,955.00 1,936.44 1,874.56 1,852.91 Other liabilities 145.88 161.33 163.66 168.27 Total liabilities 3,301.14 3,541.72 3,611.22 3,588.93 Net assets 27,690.20 29,242.21 29,992.61 29,521.29 Net Assets: Capital received from unitholders 24,406.21 24,406.21 24,406.21 24,406.21 Retained earnings 3,283.99 4,836.00 5,586.40 5,115.08 Net Assets 27,690.20 29,242.21 29,992.61 29,521.29 Net assets per unit (Baht) 12.5154 13.2169 13.5561 13.3431 Outstanding units at the end of the 2,212,476,700 2,212,476,700 2,212,476,700 2,212,476,700 year/period (Unit)

2) Operating performances of CPNRF

Attachment 15 Page 14 Attachment 15

For the 3- For the 3- month month For the year For the year For the year period period ended 31 ended 31 ended 31 Income Statement ended 31 ended 31 December December December (Unit: Millions of THB) March 2016 March 2017 2014 2015 2016 (Unaudited (Unaudited (Audited) (Audited) (Audited) but But Reviewed) Reviewed) Rental and service income 3,185.14 3,037.59 3,425.15 828.08 870.43 Interest income 12.91 6.78 6.12 1.41 1.08 Other income 111.36 91.25 99.45 25.50 30.76 Total income 3,309.41 3,135.62 3,530.72 854.99 902.27 Expenses Property management fee 371.78 425.12 399.37 94.47 104.52 Management fee 29.30 33.80 35.17 8.65 8.66 Mutual fund supervisor fee 4.00 4.61 4.80 1.18 1.18 Registrar fee 2.66 3.07 3.20 0.79 0.79 Professional fee 0.65 0.59 0.62 0.15 0.17 Cost of rental and services 121.17 123.87 119.57 28.09 25.83 Administrative expenses 39.95 49.48 64.80 14.59 17.88 Other expenses 0.08 0.04 0.04 0.02 0.02 Finance costs 56.26 73.25 72.36 18.17 17.45 Total expenses 625.85 713.83 699.94 166.10 176.49 Net investment income 2,683.56 2,421.79 2,830.78 688.89 725.78 Net gain (losses) from investments Net realized gain(losses) from 2.48 (4.84) (3.71) (3.51) 0.09 investments Net unrealized gain(losses) from 524.87 1,563.48 335.59 100.00 (548.95) investments Total net gain (losses) from 527.35 1,558.64 331.88 96.49 (548.86) investments Net increase in net assets from 3,210.91 3,980.43 3,162.66 785.38 176.92 operations

3) Cash flows of CPNRF

Attachment 15 Page 15 Attachment 15

For the 3- For the 3- month month For the year For the year For the year period period ended 31 ended 31 ended 31 Statement of Cash Flows ended 31 ended 31 December December December (Unit: Millions of THB) March 2016 March 2017 2014 2015 2016 (Unaudited (Unaudited (Audited) (Audited) (Audited) but But Reviewed) Reviewed) Proceeds from sales of investments in 2,978.00 1,870.00 2,555.00 380.00 286.00 securities Purchases of investment in leasehold (10,867.77) (314.62) (191.88) (28.35) (62.00) properties Proceeds from sales of investments in 4.14 0.42 0.10 0.02 0.06 leasehold properties Decrease (increase) in rental and 18.43 46.36 21.95 (14.22) (24.92) service receivables Decrease (increase) in accrued interest (0.53) 0.29 0.07 (0.40) (0.17) income Decrease (increase) in other assets (8.35) 16.21 (12.06) 21.53 38.63 Increase (decrease) in other payables 14.90 (3.26) (16.45) (9.18) 6.99 Increase (decrease) in deposits 192.48 39.21 104.43 55.78 (7.15) received in advance Increase (decrease) in accrued 28.36 217.37 46.26 (32.66) (37.65) expenses Increase (decrease) in unearned lease (21.14) (9.63) (5.19) 27.47 32.56 income Increase (decrease) in other liabilities 9.32 15.45 2.33 (2.82) 4.61 Net realized losses (gain) from (2.48) 4.84 3.71 3.51 (0.09) investments Net unrealized losses (gain) from (524.87) (1,563.48) (335.59) (100.00) 548.95 investments Net cash provided by (used in) (7,824.60) 2,574.58 2,507.63 614.68 544.95 operating activities Cash flows from financing activities Proceeds from long-term borrowing 1,650.00 - - - - Repayment of long-term borrowing (35.00) (18.56) (61.88) (9.28) (21.66) Proceeds from capital increase 8,642.25 - - - - Distribution to unitholders (2,480.43) (2,428.41) (2,412.26) (509.98) (648.26) Net cash provided by (used in) 7,776.82 (2,446.97) (2,474.14) (519.26) (669.92) financing activities Net increase (decrease) in cash on (47.78) 127.61 33.49 95.42 (124.97) hand and at banks Cash on hand and at banks at the 351.33 303.55 431.16 431.16 464.65 beginning of the year/period Cash on hand and at banks at the 303.55 431.16 464.65 526.58 339.68 end of the year/period

Attachment 15 Page 16 Attachment 15

Attachment 3: Summary of Appraisal Reports

In investing in the Additional Assets No. 1, the REIT Manager appointed two independent valuers under SEC list, namely Sims Property Consultant Co., Ltd. and Quality Appraisal Co., Ltd., to appraise fair value of them. Details of which are as follows:

Valuation Valuer Valuation by Income Approach Date

Sims Property THB 7,137,000,000 (for CentralFestival Pattaya Beach Consultant Co., Project ) and 1 July 2017 Ltd. THB 3,286,000,000 (for Hilton Pattaya)

THB 7,207,000,000 (for CentralFestival Pattaya Beach Quality Appraisal Project) and 1 July 2017 Co., Ltd. THB 3,403,000,000 (for Hilton Pattaya)

Attachment 15 Page 17

Attachment 16 Information of the liquidator Attachment 16

Attachment 16

Liquidator Information

SCB Asset Management Company Limited(“ SCBAM ”) who will be a liquidator of CPN Retail Growth Leasehold Property Fund (“ CPNRF ”) is the limited company registered and operated in Thailand with the registered and paid-up capital of THB 100,000,000 divided into 20,000,000 ordinary shares at THB 5.00 par value per share. SCBAM has the Siam Commercial Bank Public Company Limited as its major shareholder, holding 99.99 percent of the total issued shares.

Significant information of the SCBAM

Name of Liquidator SCB Asset Management Company Limited Head Office Location No. 18 Building 1 SCB Park Plaza, 7-8th Floor, Ratchadaphisek Road, Chatuchak Sub-district, Chatuchak District, Bangkok Metropolis 10900 Company Registration 0105535048398 Telephone 02-949-1500 Facsimile 02-949-1501 Website http://www.scbam.com/ Email [email protected] Registered Capital THB 200,000,000 Paid-Up Capital THB 100,000,000 No.of issued and paid-up 20,000,000 shares shares Paid-up value per share THB 5.00 Major Shareholder Siam Commercial Bank Public Company Limited (Percentage Holding) (holding 99.99 percent) Name of Directors 1. Mr. Anucha Laokwansatit 2. Ms. Apiphan Charoenanusorn 3. Ms. Saranya Vajakul 4. Mr. Smith Banomyong 5. Mr. Chalitti Nuangchamnong 6. Ms. Sutapa, Ph.D. 7. Dr. Arak Sutivong Authorized Directors Mr. Anucha Laokwansatit or Mr. Chalitti Nuangchamnong or Mr. Smith Banomyong. Two directors jointly sign. Accounting Period 1 January – 31 December

Attachment16 Page 1 Attachment 16

SCBAM’s Shareholders

Name Number of shares Percentage (%) held (shares) The Siam Commercial Bank Public 19,999,998 99.99999 Company Limited Miss Chanakarn Anantakunakorn 1 0.000005 Miss Achara Sattarasart 1 0.000005 Total 20,000,000 100.000000 Remark: Information as of 1 August 2017

Attachment16 Page 2

Attachment 17 Procedures for registration, attendance for the meeting and grant of proxy Attachment 17

Attachment 17

Registration Method, Meeting Attendance and Proxy for the Unitholders’ Meeting of CPN Retail Growth Leasehold Property Fund No.1/2017 on August 28, 2017 at 2.00 p.m. at Vibhavadee Ballroom (ABC), Lobby Floor, Centara Grand at Central Plaza Ladprao Bangkok, 1695 Phaholyothin Road, Chatuchak, Bangkok 10900

1. Registration

The unitholders or proxies may register or present documents or evidence (in Clause 2 or Clause 3) to the Management Company for verification at the place of the Meeting prior to the Meeting time on August 28, 2017 from 1.00 p.m. onwards.

2. Attending the Meeting in Person

In the case of ordinary persons

- Please present a copy of the unitholders’ unexpired identification card or government official identification card or passport duly certified by themselves to the officer for registration before the meeting.

In the case of juristic persons

- In case of juristic persons who are established under Thai laws, please present the following evidence to the officer for registration before the meeting.

a) A copy of the juristic person certificate issued by the relevant governmental authority (no more than 6 months old from the issuing date) and duly certified true and correct by the person being authorized to sign, binding upon the juristic person together with the juristic person’s seal affixed (if any).

b) A copy of unexpired identification card or government official identification card or passport of the authorized person of the juristic person duly certified copy true and correct.

- In the case of juristic persons which are established under foreign laws, please present the following evidence:

a) A copy of the juristic person certificate issued by the governmental authority of the country where such juristic person is situated (no more than 6 months old from the issuing date) and duly certified true and correct by the person being authorized to sign, binding upon the juristic person together with the juristic person’s seal affixed (if any).

b) A copy of unexpired identification card or government official identification card or passport of the authorized person of the juristic person duly certified copy true and correct.

Attachment 17 Page 1

Attachment 17

- As for juristic persons which are established under foreign laws, if the original documents are not in English, an English translation of such documents, duly certified true translation by the person being authorized to sign, binding upon the juristic person together with the juristic person’s seal affixed (if any), is required.

3. Proxy

- The unitholders who would like to appoint other persons to be their proxies to attend and vote shall give a proxy to any ordinary person, according to proxy forms attached. The Management Company will deem the casting votes of the unitholders’ proxy holders as the casting vote of total investment units of such unitholders, or as the casting vote of total voting rights of such unitholders, as the case may be. - For a convenience purpose, in case the unitholders give a proxy to the Management Company, the unitholders may submit the proxy forms and relevant documents as a supplement for the proxies to the Management Company. In this regard, the forms must be submitted to the Management Company no less than 2 days by filling the information and put the signatures completely. - In case where there is any modification or cross-out of the significant messages, the grantor must put signature to everywhere.

Documents to be used for Proxy

(1) In case the unitholders (grantor) are ordinary person, the proxy holders shall present and submit the following documents: - Proxy forms duly signed by the grantor and the proxy holders and affixed with Bath 20 stamp. - A copy of unexpired identification card or government official identification card or passport of grantor, duly certified true and correct by the grantors. - A copy of unexpired identification card or government official identification card or passport of proxy holders, duly certified true and correct by the proxy holders.

(2) In case the unitholders (grantor) are juristic persons, the proxy holders shall present and submit the following documents: - Proxy forms duly signed by the person being authorized to sign binding upon the juristic person pursuant to the latest juristic person certificate issued by the governmental authority (no more than 6 months old from the issuing date) together with the juristic person’s seal affixed (if any) and affixed with stamp duty of Baht 20. - In the case that grantors are juristic persons established under Thai laws, the proxy holders shall present and submit the following documents: (a) A copy of the juristic person certificate issued by the governmental authority (no more than 6 months old from the issuing date) of the country where such juristic person is situated and duly certified true and correct by the person being authorized to sign, binding upon the juristic person, together with the juristic person’s seal affixed (if any). (b) A copy of unexpired identification card or government official identification card or passport of the authorized person of the juristic person, duly certified copy true and correct. - In case that juristic persons are established under foreign laws, the proxy holders shall present and submit the following documents:

Attachment 17 Page 2

Attachment 17

(a) A copy of the juristic person certificate issued by the governmental authority of the country where such juristic person is situated (no more than 6 months old from the issuing date) and duly certified true and correct by the person being authorized to sign, binding upon the juristic person, together with the juristic person’s seal affixed (if any). (b) A copy of unexpired identification card or government official identification card or passport of proxy holders duly certified true and correct by the proxy holders.

- As for juristic persons who are established under foreign laws, if the original documents are not in English, an English translation of such documents duly certified true translation by the person being authorized to sign, binding upon the juristic person (if any) is required. - A copy of identification card or government official identification card or passport of proxy holders, duly certified true and correct by the proxy holders.

In this regards, the Management Company reserves the right to consider the documents in accordance with regulations and practices of the company and/or relevant laws.

• For the unitholders or proxy holders, please bring the registration form as a supplement for registration for the Unitholders’ Meeting, or bring together with proxy form (if case of proxy). • The Management Company reserves the right to consider the documents in accordance with regulations and practices of the company and/or relevant laws.

Attachment 17 Page 3

Attachment 18 Proxy form ก 18 Attachment 18 For Natural or Juristic Persons Who Are Not Custodians ก PROXY FORM A

Written at .. Date Month Year

(1) I/We Nationality / Reside at Road Tambol/Khwaeng / Amphur/Khet Province Postal Code

(2) กก CPN ก (CPNRF) being a unitholder of CPN Retail Growth Leasehold Property Fund (CPNRF) holding the total number of units, กก and having the right to vote equal to votes.

(3) Hereby appoint age years, reside at / / Road Tambol/Khwaeng Amphur/Khet Province Postal Code

กก or the Fund Manager, namely (3.1) 44 39 39 () Mr. Smith Banomyong age 44 years, reside at 39 Soi Sukhumvit 39 (Prompong) - / / Road - Tambol/Khwaeng Klongton Nua Amphur/Khet Wattana ก 10110 Province Bangkok Postal Code 10110

ก 41 55/25 29 Mrs. Tipaphan Puttarawigorm age 41 years, reside at 55/25 Soi Ladprao 29 - / ก / ก Road - Tambol/Khwaeng Chandrakasem Amphur/Khet Chatuchak ก 10900 Province Bangkok Postal Code 10900

กก 1/2560 28 2560 14.00 . ( 13.00 .) () ก ก 1695 ก ก any one of them to be my/our proxy to attend and vote on my/our behalf at the Unitholders Meeting No. 1/2017 on 28 August 2017 from 14.00 hrs. onwards (registration starts at 13.00 hrs.) at Vibhavadee Ballroom ABC, Lobby Floor, Centara Grand at Central Plaza Ladprao Bangkok, at 1695 Phaholyothin Road, Chatuchak, Bangkok, or any adjournment at any date, time and place thereof.

ก 18 1 5 Attachment 18 Page 1 out of 5 pages

ก 18 Attachment 18 For Natural or Juristic Persons Who Are Not Custodians (4) กก I/We hereby authorize the proxy to vote on my/our behalf at this meeting as follows:

1) 1 กก CPNRF ก CPNREIT ก ก ก CPNRF กก CPNREIT กก CPNREIT Agenda No. 1 Re: To consider and approve the conversion of CPNRF into CPNREIT, the conversion plan, the transfer of assets and liabilities of CPNRF to CPNREIT, and the receipt of compensation in the form of trust units of CPNREIT

(ก) กก (a) To grant my/our proxy to consider and vote on my/our behalf as he/she may deem appropriate in all respects. () ก (b) To grant my/our proxy to vote at my/our desire as follows: ก Approve Disapprove Abstain

2) 2 กกกก Agenda No. 2 Re: To consider and approve the appointment of a third party which is not the Management Company to act as the REIT Manager of CPNREIT

(ก) กก (a) To grant my/our proxy to consider and vote on my/our behalf as he/she may deem appropriate in all respects () ก (b) To grant my/our proxy to vote as per my/our intention as follows: ก Approve Disapprove Abstain

3) 3 กก CPNREIT Agenda No. 3 Re: To consider and approve the appointment of a third party which is not the trustee of CPNRF to act as the trustee of CPNREIT

4) 4 กก CPNREIT 1 กก Agenda No. 4 Re: To consider and approve the investment in the Additional Assets No. 1 by CPNREIT by means of obtaining loans

ก 18 2 5 Attachment 18 Page 2 out of 5 pages

ก 18 Attachment 18 For Natural or Juristic Persons Who Are Not Custodians

5) 5 กกกกกกก CPNREIT Agenda No. 5 Re: To consider and approve the loan transaction and the entering into conflict of interest with CPNREIT

6) 6 กกกก CPNREIT ก กกกกก Agenda No. 6 Re: To consider and approve the appointment of the property manager and the entering into a connected transaction between CPNREIT and a connected person of the REIT Manager

7) 7 กกกกก Agenda No. 7 Re: To consider and approve the amendments to the fund scheme

8) 8 กกก ก ก Agenda No. 8 Re: To consider and approve the dissolution, liquidation, and appointment of the liquidator of CPNRF

9) 9 () Agenda No. 9 Re: To consider other matters (if any)

ก 18 3 5 Attachment 18 Page 3 out of 5 pages

ก 18 Attachment 18 For Natural or Juristic Persons Who Are Not Custodians (5) กกก ก Voting of the proxy in any agenda that is not as specified in this Proxy Form shall be considered as invalid and not my/our votes as a unitholder.

(6) กกกกก กกกก กกก ก กก In case I/we have appointed a person, who is not the Fund Manager, as my/our proxy, but have not specified my/our voting instruction in any agenda or such instruction is not clearly specified or in case the meeting considers or passes resolutions in any matters other than those specified above, including in case there is any amendment or addition to any fact, the proxy shall have the right to consider and vote on my/our behalf as he/she may deem appropriate in all respects.

(7) กกก กก กกกกก กกก กกกก ก In case that I/we appoint the Fund Manager as my/our proxy to consider and vote on my/our behalf as he/she may deem appropriate or in case that I/we appoint the Fund Manager as my/our proxy but I/we do not specify my/our voting instruction in any agenda or such instruction is not clearly specified, it shall be deem that I/we instruct the Fund Manager to vote Approve in all agendas of the meeting.

กกกก กก กกก Any business carried out by the proxy at the said meeting, except in case that the proxy does not vote according to my/our intention(s) specified in the Proxy Form, shall be deemed as having been carried out by myself/ourselves in all respects.

/Signed /Grantor ( )

/Signed /Proxy ( )

1. กก ก Evidence to be attached with this Proxy Form A are: (1) ก () - : ก ก Natural Person: Certified copy of Identification Card, Governmental Official Identification Card or passport of the unitholder - : กก (ก 6 กก ) ก ก () ก ก ก Juristic Person: Copy of the Certification of the juristic person issued by governmental authority (issued no more than 6 months), certified by the authorized persons of the juristic persons with the seal affixed (if any) and certified copy of Identification Card, Governmental Official Identification Card or passport of the authorized person of such juristic person - กก กก กก () For foreign juristic person, in case that the original documents are not in English, English translation certified by the authorized persons of such juristic person with the seal affixed (if any) shall be provided together with this Proxy Form. (2) ก ก

ก 18 4 5 Attachment 18 Page 4 out of 5 pages

ก 18 Attachment 18 For Natural or Juristic Persons Who Are Not Custodians Certified copy of Identification Card, Governmental Official Identification Card or passport of the proxy. 2. ก ก กก The unitholder appointing the proxy must authorize only one proxy to attend and vote at the meeting and may not split the number of investment units to several proxies for splitting votes. 3. กก 20 Please affix duty stamp of Baht 20.

ก 18 5 5 Attachment 18 Page 5 out of 5 pages

ก 18 Attachment 18 FOR FOREIGN UNITHOLDERS WHO HAVE CUSTODIANS IN THAILAND ONLY PROXY FORM B

Written at .. Date Month Year

(1) I/We Nationality / Reside at Road Tambol/Khwaeng / Amphur/Khet Province Postal Code กกก (Custodian) ก as a Custodian for กก CPN ก (CPNRF) being a unitholder of CPN Retail Growth Leasehold Property Fund (CPNRF) holding the total number of units, กก and having the right to vote equal to votes.

(2) Hereby appoint age years, reside at / / Road Tambol/Khwaeng Amphur/Khet Province Postal Code

กก or the Fund Manager, namely (2.1) 44 39 39 () Mr. Smith Banomyong age 44 years, reside at 39 Soi Sukhumvit 39 (Prompong) - / / Road - Tambol/Khwaeng Klongton Nua Amphur/Khet Wattana ก 10110 Province Bangkok Postal Code 10110

กก 1/2560 28 2560 14.00 . ( 13.00 .) () ก ก 1695 ก ก any one of them to be my/our proxy to attend and vote on my/our behalf at the Unitholders Meeting No. 1/2017 on 28 August 2017 from 14.00 hrs. onwards (registration starts at 13.00 hrs.) at Vibhavadee Ballroom ABC, Lobby Floor, Centara Grand at Central Plaza Ladprao Bangkok, 1695 Phaholyothin Road, Chatuchak, Bangkok, or any adjournment at any date, time and place thereof.

ก 18 1 5 Attachment 18 Page 1 out of 5 pages

ก 18 Attachment 18 FOR FOREIGN UNITHOLDERS WHO HAVE CUSTODIANS IN THAILAND ONLY (3) ก I/We hereby authorize the proxy to attend and vote on my/our behalf at this meeting as follows: ก To grant the total amount of units holding and having the right to vote To grant the partial units as follows: ก Number of investment unit and having the right to vote votes

(4) กก I/We hereby authorize the proxy to vote on my/our behalf at this meeting as follows:

(ก) กก (a) To grant my/our proxy to consider and vote on my/our behalf as he/she may deem appropriate in all respects () ก (b) To grant my/our proxy to vote at my/our desire as follows: ก Approve votes Disapprove votes Abstain votes

2) 2 กกกก Agenda No. 2 Re: To consider and approve the appointment of a third party which is not the Management Company to act as the REIT Manager of CPNREIT

3) 3 กก CPNREIT Agenda No. 3 Re: To consider and approve the appointment of a third party which is not the trustee of CPNRF to act as the trustee of CPNREIT

ก 18 2 5 Attachment 18 Page 2 out of 5 pages

ก 18 Attachment 18 FOR FOREIGN UNITHOLDERS WHO HAVE CUSTODIANS IN THAILAND ONLY

4) 4 กก CPNREIT 1 กก Agenda No. 4 Re: To consider and approve the investment in the Additional Assets No. 1 by CPNREIT by means of obtaining loans

5) 5 กกกกกกก CPNREIT Agenda No. 5 Re: To consider and approve the loan transaction and the entering into conflict of interest with CPNREIT

7) 7 กกกกก Agenda No. 7 Re: To consider and approve the amendments to the fund scheme

8) 8 กกก ก ก Agenda No. 8 Re: To consider and approve the dissolution, liquidation, and appointment of the liquidator of CPNRF

ก 18 3 5 Attachment 18 Page 3 out of 5 pages

ก 18 Attachment 18 FOR FOREIGN UNITHOLDERS WHO HAVE CUSTODIANS IN THAILAND ONLY

9) 9 () Agenda No. 9 Re: To consider other matters (if any)

(5) กกก ก Voting of the proxy in any agenda that is not as specified in this Proxy Form shall be considered as invalid and not my/our votes as a unitholder.

/Signed /Grantor ( )

/Signed /Proxy ( )

1. กก (Custodian) ก Only foreign unitholders whose name appears in the registration book who have a Custodian in Thailand can use this Proxy Form B. 2. กก Evidence to be attached with this Proxy Form B are: ก 18 4 5 Attachment 18 Page 4 out of 5 pages

ก 18 Attachment 18 FOR FOREIGN UNITHOLDERS WHO HAVE CUSTODIANS IN THAILAND ONLY (1) ก (Custodian) ก Power of Attorney from the unitholder authorizing a Custodian to sign the Proxy Form on his/her behalf. (2) กก (Custodian) Letter of certification to certify that a person executing in the Proxy Form has obtained a permit to act as a Custodian. 3. ก ก กก The unitholder appointing the proxy must authorize only one proxy to attend and vote at the meeting and may not split the number of investment units to several proxies for splitting votes. 4. กก 20 Please affix duty stamp of Baht 20.

ก 18 5 5 Attachment 18 Page 5 out of 5 pages

Attachment 19 Map of the meeting venue Attachment 19

Attachment 19 Map of the meeting venue

At Vibhavadee Ballroom (ABC), Lobby Floor, Centara Grand at Central Plaza Ladprao Bangkok, 1695 Phaholyothin Road, Chatuchak, Bangkok 10900

Attachment 19 page 1