AANNUALNNUAL RREPORTEPORT 22014014 TOGETHER WE ARE ONE CONTENTS

012 016 020 022 023 026

CONSOLIDATED MESSAGE FROM REPORT OF THE REPORT OF THE REPORT OF THE REPORT OF THE OPERATIONAL & THE BOARD AUDIT NOMINATION AND RISK POLICY CORPORATE FINANCIAL OF DIRECTORS COMMITTEE REMUNERATION COMMITTEE GOVERNANCE HIGHLIGHTS COMMITTEE AND SUSTAINABLE DEVELOPMENT COMMITTEE 054 062 064 065 068 073

FUTURE VISION & CORPORATE SUSTAINABILITY BUSINESS PERFORMANCES PROJECTS MISSIONS VALUES MANAGEMENT STRATEGIES ECONOMIC DIMENSION

114 132 135 138 148 149

CORPORATE NOMINATION OF REMUNERATION CONNECTED GROUP REVENUE GOVERNANCE DIRECTORS AND OF THE TRANSACTIONS STRUCTURE STRUCTURE OF MANAGEMENT DIRECTORS AND OF COMPANY COMPANY AND MANAGEMENT AND ITS ITS SUBSIDIARIES SUBSIDIARIES 263 268 269 272 273 276

GENERAL LIST OF EXISTING REFERENCE INFORMATION GRI INDEX INFORMATION OF COMMITTEE IN PROJECTS FIRMS FOR INVESTORS BUSINESS HELD SUBSIDIARIES MANAGED BY CPN BY CPN 10% UPWARD 028 030 034 040 043 047

BOARD OF 2014 YEAR IN AWARDS OF ECONOMIC NATURE OF ASSET UNDER DIRECTORS AND BRIEF GREAT PRIDE AND RETAIL BUSINESS CPN’S MANAGEMENT IN 2014 INDUSTRY MANAGEMENT TEAM OVERVIEW IN 2014 073 079 084 097 100 102

FINANCIAL ENVIRONMENTAL SOCIAL RISK FACTORS ORGANIZATION MANAGEMENT PERFORMANCE DIMENSION DIMENSION CHART STRUCTURE REVIEW

151 160 161 162 246 247

CAPITAL RESPONSIBILITY FINANCIAL INDEPENDENT AUDIT’S FEE MANAGEMENT STRUCTURE OF THE BOARD STATEMENTS & AUDITOR’S BIOGRAPHY OF DIRECTORS TO NOTES TO THE REPORT THE FINANCIAL FINANCIAL STATEMENTS STATEMENTS TOGETHER WE ARE ONE

MOST ADMIRED DYNAMIC REGIONAL WORLD-CLASS TO BE THE MOST RETAIL RETAIL RETAIL REWARDING ADMIRED AND DEVELOPER DEVELOPER DEVELOPER EXPERIENCE DYNAMIC REGIONAL OF ALL RETAIL PROPERTY STAKEHOLDERS DEVELOPER WITH WORLD-CLASS REWARDING EXPERIENCE The word “ONE” conveys competency with immense power in itself. It also conveys collaboration, the creation of the best, and clarity as well as unity in purpose. Such is the foundation of our long-standing policy. Today we are joining allies, investors, and business partners in our march toward greatness together. TOOGGEETHER WE ARE ONE ALL BECOME ONE Collaboration between visionary executives, a high-caliber workforce, investors, and tenants drives us toward outstanding strategies in keeping with prevailing circumstances. That way, we may take long strides with confidence of success and mutual trust.

CREATIVE HAPPY SUCCESSFUL PROFESSIONAL TENANTS SHOPPERS INVESTORS TEAMWORK AN UNBEATAABLE LEADER THE BEST ONE Our foundation strengthened with knowledge, understanding, and expertise derived from long years of experience enables us, each year, to develop shopping malls admired by all for their uniqueness as well as differen- tiation, not to mention a style beyond imagination.For this underscores our leadership in retail property development.

25 31 1 SHOPPING COMPLEXES SHOPPING COMPLEXES SHOPPING COMPLEX IN IN THAILAND IN OVERSEAS 2014 2017 2017 SHHOPPINGN DESTINAATION IN ONE WALK ONE DESTINA- TION We are determined to develop the most admired and shopping complexes of Thais’ pride. Through vision, dedication, and preparedness in all aspects, we are now pioneering operation beyond our borders to achieve our goal of becoming a leader at the forefront of lifestyle trends and retail development of Southeast . Above all, we strive to address the interconnection that arises from the imminent AEC.

GLOBAL VISION THE MOST DYNAMIC RETAIL DEVELOPER CONSOLIDATED OPERATIONAL 012 AND FINANCIAL HIGHLIGHTS

REVENUE BREAKDOWN BY BUSINESS 4% 2% Hotel Office 4% Food & Beverage 6% Other Income

84% Retail

Remark : Excludes interest income, dividend income, share of profit from associate, and non-recurring income.

SHOPPING CENTER OFFICE 169,133 169,152 169,466 163,991 169,133 964,612 95% 1,085,102 96% 1,125,492 97% 1,286,125 96% 1,388,313 96% 81% 87% 96% 98% 97%

‘ 10 ‘11 ß³ ‘13 ‘14 ‘ 10 ‘11 ß³ ‘13 ‘14

Retail leasable Occupancy Office leasable Occupancy area (sq.m.) rate (%) area (sq.m.) rate (%) TOTAL REVENUES 013 (Million Baht) 23,668 21,234 17,687 12,766 11,388

‘10 ‘11 ß³ ‘13 ‘14

TOTAL ASSETS ADJUSTED NET PROFIT (Million Baht) (Million Baht) 7,083 89,035 77,539 5,915 69,636 4,413 64,059 53,869 1,871 1,552

‘10 ‘11 ß³ ‘13 ‘14 ‘10 ‘11 ß³ ‘13 ‘14

TOTAL LIABILITIES ADJUSTED EARNINGS PER SHARE (Million Baht) (Baht) 47,287 43,611 43,736 40,715 1.58 1.33 34,952 1.01 0.86 0.71

‘10 ‘11 ß³ ‘13 ‘14 ‘10 ‘11 ß³ ‘13 ‘14

TOTAL SHAREHOLDERS' EQUITY BOOK VALUE PER SHARE (Million Baht) (Baht) 41,748 36,824 25,900 9.14 8.15 9.16 8.48 20,448 18,918 5.82

‘10 ‘11 ß³ ‘13 ‘14 ‘10 ‘11 ß³ ‘13 ‘14

Remarks : During the year 2013. the par value of the share has been converted. The number of weighted average ordinary shares has been restated and used in computation of earning per share and book value per share for the year 2012-2014 ANNUAL REPORT 2014 014 The number ofweighted average ordinary shares has been restated andused incomputation ofearnings pershare for theyear 20 Duringtheyear 2013, theparvalue oftheshare has been converted.(6) Basic earnings pershare only attributable to ordinary shareholders.(5) Excludes minority interest insubsidiaries. (4) Net interest-bearing debtexcludes loans from related(3) parties. Excludes non-recurring items. (2) Excludes interest income, dividendincome, share ofprofit ofassociate, andnon-recurring incomes. (1) Adjusted Net Profit 2014 Cost ofRental &Service, Food&Beverage, Hotel 2013 Food &Beverage, Hotel 2012 Total Revenues 2011 Residential Hotel 2010 Office Retail Occupancy Rate Leaseable Area (square metres) (%) As of31December CONSOLIDATED OPERATIONAL AND FINANCIALHIGHLIGHTS Net Profit Gross Profit Revenue from Rental &Service, Residential Hotel (room) Office Retail Consolidated FinancialResults Operational performance ofassets underCPN’s management (2)

(1)

(2)

1,8,1 12,765, 11,387,613 11496 ,6,0 13098 ,6,5 1,461,650 1,300,998 1,260,608 1,134,976 05991 19070 67173 19, 16,761,773 11,950,730 10,529,901 69446 ,8,4 9,4 7,783,446 6,924,476 11486 ,5,2 61868 6,29 6,188,698 2,058,123 1,124,866 1,551,950 1,871, 1,551,950 ,6,3 49226 4,982,256 4,463,137 9462 ,8,0 1, 1,085,102 964,612 1391 169, 163,991 6,373 6,373 6,373 6,373 6,373 6,373 6,373 6,373 6,373 6,373 81% 87% 96% 50% 45% 76% 76% 76% 75% 76% 50% 45% 95% 96% 97% 96% 97% 95% 96% 96% 67% 52% 67%59%67% 53% 57 6 51 6 561 561 561 561 557 108 4, 108 0 1,8,2 17,687,323 702 3 169, 133 8,253,924 10,692, 8,253,924 125,492 1,6 5, 412,862 339 10 33,399 3 169, 133 12403 23,667,717 21,234,033 12615 1,388,313 1,286,125 ,541,623 11,616,239 ,541,623 1,7 913,174 1,9 7, 915,196 ,2 7 2,529 98% 97% 12-2014 5 169,466 152 1 12, 410 22,307,540 1,564,152 ,306,953 083,269 051,478

015

1.58 035,187 035,187 ,258,196 12,245,660 .55 0.65 .55 8.77 133 47,287,267 000 4,488,000 000 2,244,000 ,538,774 ,538,774 89, 816 4,488, 988 43,735,665 40,715, 8,816 8,816 2,178, 178,816 178,816 2,178,816 2,244, ,300,067 ,300,067 21,357,620 17,972,416 0.25 0.25 0.37 0.95 0 0.71 0.86 1.01 1.33 2.15 3.49 9.26 8 0.52 0.52 0.94 1.42 1.42 1.63 6.06 6.06 10.71 27.31 20.45 18.93 0.92 0.92 1.19 0.82 0.49 0.29 8.48 8.48 9.1 6 5.82 8.15 9.14 13.03 14.06 24.05 26.4 1 28.60 39.19 39.03 46.67 50.36 50.92 2,178,816 2,178,816 2, 2,178,816 2,17 17,452,337 17,452,337 24 14,339,464 15,828,190 14,339,464 21,210,726 30 25,419,599 34,951,652 34,951,652 43,610, 53,869,402 53,869,402 64,059,165 69,635,639 77 18,917,749 20,448,177 25,899,974 36,823,641 41,747,921 (Baht) (6) (time) (3) (Baht) (2)(5)(6)

(3) (Baht) (Baht) (6) (%) (2) (%) (5)(6) (%) (2) (4) Consolidated Financial Position Consolidated Consolidated Financial Ratios Consolidated Return on Assets (%) on Assets Return on Equity Return per Share Earnings per Share Earnings Adjusted per Share Book Value year) in the following (pay Dividend per Share Assets Total Liabilities Total Debt Interest-Bearing Net As of 31 December 2010 2011 2012 2013 2014 Total Shareholders’ Equity Equity Shareholders’ Total Earning Retained Capital Share and Paid-up Issued Shares) (‘000 Number of Shares Total Equity Debt to Interest-Bearing Net Margin Profit Gross Margin Profit Net ANNUAL REPORT 2014 016 OF DIRECTORS THE BOARD MESSAGE FROM 017 CONTINUED BUSINESS EXPANSION CONTINUED BUSINESS affected was economy the Thai though Even of Directors the Board situation, political the by confident remained team and the management CPN, sector. retail of Thailand’s in the potential expansion business on its carried still therefore, we 2014, In with due caution. certainly plan, namely scheduled, as projects new two launched Salaya, and CentralPlaza Samui CentralFestival shoppers, tenants, retail by welcome a warm to CPN has present, At communities. and nearby 11 in management, under its 25 stores altogether CPN in the provinces. and 14 Metropolis in both Bangkok further expansion still aims for locations as well as cities, and major economic neighboring to connection business with potential will also stores existing to Renovation countries. new out for will look We out regularly. be carried businesses doing innovative for opportunities and expectations customers’ to respond best to development In store CPN stores. to value add to attention pays CPN always and management, of environment- and application energy-saving improve will not only This technologies. friendly business to lead also but will efficiency cost the for with responsibility expansion of natural and consumption environment manner. sustainable in a thoughtful, resources of the inauguration for prepared been CPN has and has (AEC) Community Economic the ASEAN business its expand to opportunities seeking been and notably countries, ASEAN to sharing with Central by In this regard, Vietnam. in those in investment experiences Group efficiently to able been have we countries, chance with a better development project analyze success. for espite political uncertainties during 2014, during 2014, uncertainties political espite to economy the domestic which prompted D TO THE TO SHAREHOLDERS slow down and consequently subdued consumer subdued and consequently down slow the on moved economy the overall confidence, For CPN, the end of the year. toward path recovery partners retail support from with the concerted continuous achieved we commitment, and staff our business expand to and managed growth of the CPN in the value reflected as targeted, as of increase a remarkable which showed share, of 2014. the beginning 21% from ANNUAL REPORT 2014 018 investors. After theoffering ofadditional which was well received by retail andinstitutional Retail Growth Leasehold Property Fund(CPNRF), adding CentralPlaza Chiangmai Airportto theCPN CPN, moreover, managed to secure fundsby the shoppingcenters andthehotel businesses. ability to generate better profits, particularly from by 21%from that oflast year, inlinewithCPN’s subsidiaries derived from normaloperation rose of 2013and2014, thenet profit ofCPNandits the previous year. Excluding non-recurring items of 7,307 MBwas earned, anincrease of16%from our higherrents at existing projects. Anet profit launches in2013. The revenue also came from full-scale operations thisyear as well, after their launched thisyear andthosethat came into revenue reaped from new shoppingcomplexes from last year. This resulted from thehigher combined revenue of23,953 MB, a10%increase For 2014, CPNandits subsidiaries posted a STANDING ROBUST PERFORMANCE AND FINANCIAL CentralPlaza Pinklao andCentralPlaza Bangna. be carried outfor theplaza sections of Malaysia. Renovation andshopredesign willalso CentralPlaza i-City inShahAlam City, Selangor, Nakhonratchasima, Central Phuket, and Nakhon SiThammarat, CentralPlaza WestGate, CentralFestival East Ville, CentralPlaza 2015-2017: CentralPlaza Rayong, CentralPlaza been officially announced for development during six projects in Thailand andoneoverseas have and urbanization could beenvisaged. At present, on strategic locations where economic growth CPN targets to open3-4new projects each year policy andfinancialpolicy. which iswell regulated by ourriskmanagement favors oursearch for new business opportunities, equity ratio stood at 0.29. Flexible fundingalso end of2014, ournet interest-bearing debt-to- commanding astrong financialstructure. At the company could efficiently manage its costs, while business agility. With flexible funding, the Still, CPNvalues flexible fundingto ensure partly for supportingbusiness expansion. to strengthen thecompany’s financialstatus and The fundingwas used partly for debtrepayment per unitandtouched its low at Baht15.20perunit. the unitvalue duringtheyear peaked at Baht17.50 on theStock Exchange ofThailand (SET)inApril, investment units was made for Baht15.00 perunit needs of allstakeholders underinternationally its ability to appropriately respond to thediverse growth andsustainability ofthebusiness and world-class criteria. This reflects thecontinuous international recognition for CPNthrough such category ofEmerging Markets in2014 thefirst on theDow Jones Sustainability Indices inthe the management andstaff for CPN’s inclusion and communities inearnest. We share pridewith relentlessly tries to take partindrivingsociety the environment, andallstakeholders, and business withconcerns aboutsociety at large, caliber. Even more important, CPNrunsits human resources andcontinuously develop their governance andinnovation. We treasure our management while underscoring corporate sustainability, CPNfocuses onefficient Under ourbusiness philosophy that dearly values SUSTAINABLE BUSINESSGROWTH 019 Chairman Chairman President & CEO President Preecha Ekkunagul Preecha Suthichai Chirathivat Suthichai accepted principles. This clicks with our vision clicks This principles. accepted CPN was In addition, strategies. and business in companies one of the 18 listed as recognized in ASEAN 50 corporations among the top Thailand Such 2013/2014. for Scorecard CG on the ASEAN of proof a clear as serve recognitions international property leading an Asian become to desire CPN’s to who aspires business, the retail for developer organization. a sustainable grow our express to like would we of all, On behalf namely all stakeholders, to gratitude sincere partners, shoppers, tenants, retail shareholders, their for and the media, financial institutes, our overall trust and support for continued have never could success year’s Last business. from without the full cooperation attained been who of the workforce, member and every each in targets the agreed in unison toward moved relationships expansion, branch growth, revenue Continuous and staff. shoppers, with tenants, and constant in energy-saving cooperation and communities the environment to attention Above of success. part of the foundation also were with corporate compliance the strict all, and the corporate principles governance create to of social responsibility awareness earned have all stakeholders for benefit maximum do hope that We recognition. CPN international with CPN in the forward will still move all parties CPN’s share to encouraged are They ahead. years part one of them took and every each pride since and sustainable in making CPN one of the leading in Thailand. companies ANNUAL REPORT 2014 020 policies. and reliable withasensible choice ofaccounting accounting procedures, are accurate, complete, reports, prepared undergenerally accepted Committee’s view that theCompany’s financial management andtheexternal auditor. Itisthe and detected issues, jointly investigated by the of theauditscope andplans, auditmethods, financial reports, coupled withtheconsideration statements, significant accounting policies and Reviewed were thequarterly andannualfinancial OF FINANCIALSTATEMENTS ACCURACY, COMPLETENESS, AND RELIABILITY performance andviews: occasions, withthefollowing summaryof performance to theBoard ofDirectors onsix recommendations. The Committee reported its necessary and provided candid views and auditor, andnon-executive directors as seen management, theexternal auditor, theinternal it consulted thePresident &CEO, the attended allthese meetings. At somemeetings, meetings, whereby allAudit Committee members In 2014, there were total of11Audit Committee Kittisataporn as members. Mrs. Sunandha Tulayadhan, andMr. Karun statements, withMr. Chackchai Panichapat, and experienced inreviewing thefinancial by Mr. PaitoonTaveebhol, whoisknowledgeable C SHAREHOLDERS TO THE THE AUDITCOMMITTEE REPORT OF directors, theAudit Committee ischaired onsisting offour qualified independent GOOD CORPORATE GOVERNANCE INTERNAL AUDIT, RISKMANAGEMENT, AND ADEQUACY OFINTERNALCONTROL SYSTEM, the Company are independentandappropriate. considers that theInternal Audit activities of management. Therefore, theAudit Committee Internal Audit executives intheabsence ofthe based onthisplan, as well as regularly consulted on therisk-based auditplan andalso theoutputs internal auditplan for theyear whichwas based The Audit Committee had reviewed theannual and appropriate. Company’s internal control system isadequate considered. It istheCommittee’s view that the system andcomplaint handlingwere also while internal processes ofwhistleblower performance as recommended insuchreports, as well as theimprovement ofexecutives’ management, andgood corporate assessment oftheinternal control system, risk and oftheexternal auditor concerning Reviewed were theauditreports ofInternal Audit compliance. Committee considers theCompany isinfull the management’s improvement approach. The in addition, theCommittee regularly monitored SEC laws, SET’s regulation, andapplicable laws; Reviewed were theCompany’s compliance with LAWSREQUIREMENTS, ANDAPPLICABLE STOCK EXCHANGEOF THAILAND’S (SET’S) EXCHANGE COMMISSION(SEC)LAWS, THE ANDSECURITIES COMPLIANCE WITH 16, 2015. certification was granted to CPNonJanuary membership inDecember 2014. Membership Corruption (CAC) andapplied for CAC Sector Collective Action Coalition against declaration ofintention by Thailand’s Private On November 9, 2010, CPNenlisted inthe AGAINST CORRUPTION (CAC) SECTOR COLLECTIVE ACTION COALITION PARTICIPATION IN THAILAND’S PRIVATE governance, 021 Mr. Paitoon Taveebhol Paitoon Mr. Chairman of the Audit Committee Chairman of the Audit OVERALL VIEW AND VIEW AND OVERALL REMARKS AS A RESULT OF THE CHARTER PERFORMANCE UNDER a self- made had Committee Audit The 2014 for performance overall of its assessment was assessment this 2015; whereby on January 7, of the activities the overall Firstly, in 2 parts. And secondly, during the year. Committee Audit which of the Committee, activities the specific (1) namely: 6 activities, of consist in total ensure to of the financial reports reviewing that reviewing (2) and adequacy; accuracy theirs audit and internal systems control both internal (3) and efficient; effective fully were functions in were activities the Company that reviewing of the with all the requirements full compliance of the and regulations laws securities the laws as well as of Thailand Exchange Stock in which the sector the business to relevant and selecting reviewing (4) operated; Company appointment of the Company’s the proposed all connected (5) reviewing auditor; external the report, own its for As and (6) transactions; it had that was view overall Committee Audit and responsibilities-as the duties performed charter- Board-approved own in its stated with due and thoroughly sufficiently and independence prudence, care, competence, interests. equitable all stakeholders’ for of CPN’s selected subsidiaries registered in other in registered subsidiaries selected of CPN’s to the management authorized It also countries. the financial reviewing for fees the approve joint associates, of subsidiaries, statements during arise may funds that and mutual ventures, the year. WITH POTENTIAL CONFLICTS WITH POTENTIAL The Audit Committee made an assessment of of an assessment made Committee Audit The the external of of independence the degree of outputs their activities and reviewed auditor of the external performance overall The 2014. and they satisfactory; fully is considered auditor independent in their audit fully been have had Committee the Audit Additionally, activities. without auditor with the external meetings two obtain to team of the management presence any operational their opinions on the Company’s with relevant and the coordination activities team. member of the management auditor the external and proposing In selecting been had comparison a fee that given 2015, for has the Committee in 2011, undertaken work outcomes, the performance considered the to in comparison volumes and work scope, to 2015 and agreed for audit fees proposed (“main Ltd. KPMG Phoomchai Audit appointed to auditor the external auditor”) as external financial on the consolidated views provide 2015 for subsidiaries CPN and its for statements no more 2015 at for audit fee its and approved at with a fee together than Baht 6,160,000.00 (s) the auditor for than Baht 550,000.00 no more SUITABILITY, CONSIDERATION, SELECTION, SELECTION, CONSIDERATION, SUITABILITY, THE EXTERNAL AND ENDORSEMENT OF AUDITOR The Audit Committee has given emphasis in emphasis given has Committee Audit The all connected basis, on a quarterly reviewing, that those transactions as well as transactions in full of interest conflicts possible involve may of the and regulations with all laws compliance the It assigned Thailand. of Exchange Stock the initial assessment make to Audit Internal the requested always as, well as annually, of all a full review undertake to auditor external Committee Audit The transactions. these part of transactions connected these considers with regular of business the normal course and fair sensible conditions, commercial the for interests and in the best conditions, Company. TRANSACTIONS TRANSACTIONS OF INTEREST ANNUAL REPORT 2014 022 shareholders. industry peers andmet withapproval from the remuneration amounts are also compared with revenue earned andotherrelevant factors. The responsibilities andperformance related to approval, taking into account their shareholders’ meetings for consideration and andthensubmitted itto theBoard andthe Committee, andtheRiskPolicy Committee, Committee, theNomination andRemuneration andthesubcommittees, comprising theAudit Considered the2014 remuneration for theBoard 2. onemore thanbefore. result, theBoard now consists of13directors, appointmentofallnominated directors. As a The AGM ofApril25, 2014, approved the assumed thepostofCEO onJanuary2, 2014. theBoard ofMr. Preecha Ekkunagul, who The Committee proposed theappointmentto in2014 should bereappointed to anotherterm. theretired directors whofinished theirterms emerged, theCommittee recommended that to January15, 2014. Since nosuchnomination to nominate directors from September 24, 2013, Company offered minorshareholders achance the2014 AGM for theirconsideration. The theBoard andtheshareholders’ meetings at Recruited suitable candidates1. for tabling to after each meeting, summarized below: performance to theBoard for acknowledgment I SHAREHOLDERS TO THE COMMITTEE REMUNERATION NOMINATION AND REPORT OF THE Committee held two meetings andreported its n 2014, theNomination andRemuneration stakeholders. balanced andsustainable benefits ofall governance adequately andsuitably for the charter. Itadhered to theprinciple ofgood based ontheresponsibilities designated inits cautiously completed its duties withintegrity, The Nomination andRemuneration Committee isseen as complete andsuitable. isnorevision thisyear, since thecurrent charter Revision ofthecharter oftheCommittee: There 7. organization, andtalent pipeline. promotion ofemployee engagement withthe including theplans of2014, turnover rate, management andorganizational management, policy andpractices ofhumancapital 6. Monitored andprovided comments onthe with for thedevelopment ofits performance inline corporate Committee’s self-assessment for 2013as input 5. Acknowledged theoutcomes ofthe andbusiness continuity inthelong term. andfair, andcan preserve its competitiveness to ensure that thesuccession process issuitable to seniorexecutive succession plan formulation 4. Reviewed andcommented ontheapproach methods for hisperformance inthecurrent year. President &CEO insetting goals andevaluation inthepreceding year andworked withthe Evaluated3. thePresident &CEO’s performance Chairman oftheNomination andRemuneration governance practices. Mr. Chackchai Panichapat Committee 023 1. The Risk Policy Committee, consisting of five of five consisting Committee, Risk Policy The 1. Taveebhol, Paitoon Mr. by chaired members recommendations and provides acknowledges plans, strategic policies, on all risk management corporate every at and frameworks structures effectiveness; risk management assessing level; of levels acceptable and endorsing screening opinions during in expressing risk; participating of risk management analysis annual CPN’s on risk trends reports acknowledging strategies; the to activities its and reporting and risk issues; ensure duties These acknowledgment. for Board risk to responses effective the committee’s and of immediate identification accurate issues, and on shareholders, financial impacts long-term Committee Risk Policy The quality. operational quarter. every once least at meets by 2. appointed Committee, Management Risk The senior the unit’s comprises the President, of capable officers and management executives sufficient time dedicating by duties performing policies, defines committee The and input. for and tools methods, framework, structural and management, assessment, the identification, of its the objectives affect that of risks reporting development standardized unit; oversees business of the scope within of risk management ensures management; of the unit’s responsibility with business is integrated risk management that against outcomes risk evaluation reviews plans; communicates of deviation; ranges acceptable and maintenance the establishment manages and all levels at risk management of corporate vision; and with the corporate compatible Committee the Risk Policy to reports constantly of risk management. and other issues progress least at meets Committee Risk Management The quarter. every once top The Risk management. Enterprise CPN values and defines risks assesses together management the track regularly to (KRIs) so as Risk Indicators Key and a risk up a risk register risk and set of each status on managing focusing to in addition plan, response risk and its risk is reviewed, new Each risks. branch all branches. for set is continually plan management cover all dimensions at corporate all dimensions at cover entral Pattana Public Company Limited has has Limited Company Public Pattana entral sustainable of treasuring policy a clear set C TO THE TO SHAREHOLDERS REPORT OF THE THE OF REPORT POLICY RISK COMMITTEE risk management to supplement value to to value supplement to risk management on developing CPN focuses this end, To stakeholders. the Company across practices risk management part of its as risk management and promoting affecting risk factors key Five culture. value-added business CPN’s is on managing Emphasis levels. unit and business through level an acceptable to such risks transferring, of avoiding, strategies appropriate risk management Two and coping. controlling, in place: currently are committees ANNUAL REPORT 2014 024 undertaken andbased onsustainable growth. CPN’s international investment willbecautiously countries ofCPN’s investment interest. This way, from otherriskfactors potentially affecting the competitive landscape, business legislation apart social situation, politics, industryenvironment, appointed to investigate details abouteconomy, business risks. Aspecial workforce was therefore markets andcompetitive landscape, whichproduce i-City inMalaysia. CPNrecognizes differences in of business growth, for instance the CentralPlaza business abroad inconstant response to thepolicy Foreign Investment Risk:CPNplans to expand its competitiveness inshoppingcenter management. operating procedures, to ensure more model for shoppingcomplexes andrevised standard with business expansion, together withamanpower Workforce Planning isorganized for compatibility plans for themare inplace. Forinstance, aStrategic KRIs for individualriskstatus andconcrete work principles to analyze comprehensive riskfactors. by adhering to integrated riskmanagement its domestic business to remain theindustryleader fiercer competition, CPNplans to constantly expand through domestic branch expansion while tackling competitiveness andsupportingthepolicy of growth Maintaining Competitiveness Risk:Inmaintaining STRATEGIC RISKS compliance, financialandhazard risks: categories of risk, namely strategic, operational, CPN’s business units focuses onmanaging five efficiency andeffectiveness. and develop theircompetency for maximum branch -aimsto provide employees withhighmorale of three levels -corporate, business function, and employees at alllevels. The committee composing Individual Development Plans andcareer paths of satisfaction, andpotential development through Committee to look after welfare, benefits, work such risks, CPNappointed aPeople Development competent personnel inthisbusiness. To mitigate constantly increasing theneeds for experienced and talents result from more intense competition, These risks arisefrom efforts to retain andrecruit OPERATIONAL RISKS requirements. in strict compliance withrelated legislation and of inspecting, controlling, andsteering business all employees, whomustshare theresponsibility all parties in CPN, from theBoard, executives, to Compliance risks fall undertheresponsibility of by theCompany’s team oflegal experts. CPN’s domestic andoverseas expansion, conducted and analysis oflegal limitations that may hinder measures are based onthorough study, follow-up, manage thisrisk, efficient response plans and from thecontinual branch expansion policy: To Domestic andoverseas legal limitations resulting COMPLIANCE RISKS 025 Mr. Paitoon Taveebhol Paitoon Mr. MPit T bhl Chairman of the Risk Policy Committee Chairman of the Risk Policy tracked and revised through simulated emergencies, emergencies, simulated through and revised tracked proactive for analyzed of which are the outcomes with help CPN cope can that modification plan Continuity under the Business situations assorted standard. Management charters CPN’s updates constantly Board The and the Risk Committee the Risk Policy governing their maintain to Committee Management business with the current compatibility of the reviews with constant circumstances, ensure to processes risk management Company’s with CPN’s and solid integration effectiveness its will directly This plans. and business strategic and strategizing for caliber the corporate influence under CPN’s success resounding to contribute mission. These risks arise from work-related hazards, hazards, work-related arise from risks These of various threats and losses, accidents like catastrophes natural forms-whether of lack accidents, fires, North, of the earthquakes shopping to related or incidents stability, political safety, work manage To administration. complex and Health, Occupational a Safety, CPN appointed with a team along Committee Environment Work under the prevention loss for responsible Promotion of Standard of the Office administration safety for the center serving as and Supervision, political arising from risks for analysis risk factor this To and other threats. floods, fires, situations, manual has procedures operating a standard end, is plan a crisis management Also, developed. been HAZARD RISKS FINANCIAL RISKS FINANCIAL RISKS under strength its sustain Risk: To Sufficiency Capital of the real requirements capital-intensive the highly CPN needs competition, and fierce business estate cost. an appropriate funding at sufficient acquire to business future for flexibility its increase To under a volatile financial risks and reduce expansion achieve to CPN endeavors environment, business its maintaining by financial statements robust ratio debt-to-equity with a low structure capital as well as policy, under a prudent monetary in financial instruments appropriate leveraging capital. sourcing ANNUAL REPORT 2014 026 Board as summarized below: performance to theAudit Committee andthe three meetings thisyear andreported its to ensure fullcompliance. The committee held programs andcommunicating withallpersonnel Development Committee overseeing relevant Corporate Governance andSustainable with CPN’s sustainable growth, withthe and Corporate Governance (CG) Policy inparallel with strong commitment to its Code ofConduct Company Limited (CPN) operates its business I SHAREHOLDERS TO THE DEVELOPMENT COMMITTEE SUSTAINABLEGOVERNANCE AND REPORT OF THE CORPORATE Board ofDirectors, Public n compliance withthepolicy set forth by the from directors to executives andemployees. program activities were clearly communicated thetone-at-the-top approach, relevant conflicts ofinterest andcorruption. Byadopting andtraining programs onactions against implementation ofAnti-Corruption Measures, Measures, self-assessment onthe include thedevelopment ofAnti-Corruption Coalition Against Corruption’s guidelines, which Thailand’s Private Sector Collective Action anti-corruption programs inlinewith 4. Provided recommendations to theBoard on thisrevision as proposed. sustainable development. The Board approved extended scope ofwork incorporating inlinewithits additional performance and 3. Revised its own duties andresponsibilities approved thisappointmentas proposed. development policy andprograms. The Board additional need to supervisesustainable enable thecomposition to fully address the Sustainable Development Committee to 2. Advocated anew Corporate Governance and proposed. Board approved therevised code andpolicy as (DJSI), andotherinternational principles. The CG Scorecard, Dow Jones Sustainability Indices Thai Institute ofDirectors’s criteria, ASEAN 2012oftheStock Exchange ofThailand (SET), Corporate Governance for Listed Companies clarity inlinewiththePrinciples ofGood andCG Policy to ensure completeness and 1. Revised andupdated theCode ofConduct 027 Mr. Preecha Ekkunagul Preecha Mr. Chairman of the Corporate Governance Governance Chairman of the Corporate and Sustainable Development Committee Development and Sustainable governance with a focus on on with a focus governance 5. Provided recommendations on projects on projects recommendations Provided 5. good promoting with the and serious compliance execution and policy. programs defined on projects recommendations Provided 6. and development sustainable promoting and monitored of social responsibility, display completeness for execution and activity project and of energy in the aspects and continuity of stewardship management, environmental and and safety, living conditions stakeholders’ and CPN Project Wisdom Thai the CPN Growing monitoring is on audit, focus The volunteers. of execution and improvement and assessment, in strengthening community and suitability for for with due regard in tandem run, long the prevention. change climate situation on the market updates 7. Acknowledged environmental from resulting trends and global reports progress including and social factors, information work, development on sustainable Governance Social and Environment disclosure, a Corporate to assigned was latter The (ESG). Development and Sustainable Governance and submission implementation for taskforce reports. of monitoring ANNUAL REPORT 2014 028 TEAM MANAGEMENT DIRECTORS AND BOARD OF 4 Mrs. Sunandha Tulayadhan Mr.3 ChackchaiPanichapat 2 Mr. Paitoon Taveebhol Mr.1 SuthichaiChirathivat 10 7 4 1 8 Mr.8 Chirathivat Suthichart Mr.7 SuthikiatiChirathivat Mr.6 KanchitBunajinda Mr.5 KarunKittisataporn 11 8 5 2 2 Mr. PrinChirathivat 12 Mr. Kobchai Chirathivat 11 Mr. Sudhitham Chirathivat 10 Mr.Chirathivat Sudhisak 9 12 9 6 3 029 15 18 21 21 Sriwanvit Naparat Ms. 22 Dejchai Kree Flt.Lt. Srivikorn April 23 Mrs. 23 20 17 14 17 Ph.D. Nattakit Tangpoonsinthana Tangpoonsinthana Nattakit 17 Ph.D. 18 Chirathivat Narttaya Mrs. 19 Panida Sooksridakul Mrs. 20 Major Narit Ratanaphichetchai 22 19 16 13 13 Ekkunagul Preecha Mr. Chirathivat Wallaya 14 Ms. 15 Somchart Baramichai Mr. 16 Suthipak Chirathivat Mr. ANNUAL REPORT 2014 030 serve as director. with Mr. Chirathivat continuing to & CEO, effective from January2, 2014, Mr. Kobchai Chirathivat as President Mr. Preecha Ekkunagul replaced JANUARY IN BRIEF 2014 YEAR number ofbeach resorts. thriving economy witharising destinations, Samui enjoys a one ofThailand’s world-class beach economic zone ofSamui Island. As most popular tourist spotandprime launched onChaweng Beach, the CentralFestival Samui was MARCH increase. to 26.69% after thecapital CPNRFhas changed from 27.80% percentage ofinvestment in total of590,521,686 units, andthe MB. This leads CPNto hold in value ofBaht15, for atotal of2,034 CPNRF, or135,593,664 units at a additional investment units of invested in23.53%ofthe MBapproximately andhas to theCPNRF, amounted 10,496 inCentralPlaza ChiangmaiAirport lease oftheproperties (partial) 2013. based ontheperformance in pershare dividendpayments, 2013, andapproval ofBaht0.55 statementsended onDecember 31, approval ofits financial thefollowing agenda items: • APRIL • CPNformally proceeded withthe CPNheld AGM No. 1/2014, covering 031 hall, including including hall,

000 units complex and one multipurpose complex capital increase of CPN Retail Growth Leasehold Growth of CPN Retail increase capital nd 32 Rai 3 Ngan 56.85 Square wah Square 56.85 3 Ngan 32 Rai (1) of one shopping parts right in certain leasehold 576,150, units 135,593,664 theutilized to (in proportion parking spaces indoor units) investment additional of Total (23.53% 35,343 sq.m. 35,343

expense million (including Baht 10,496 Approximately 122,991 sq.m. 122,991 on fund and bank loan and cash increase capital The Baht 15.00 15.00 Baht additional investment units are as follows: as are units investment additional 2 nd Road, 252-252/1, Waulai 2 Mahidol Road, No. Chiangmai Airport CentralPlaza Shopping Complex Shopping assets the new acquire Fund to Property Net Lettable Area Lettable Net Land Area of Fund Source As of March 31, 2013 31, As of March Area Floor Gross Properties to be to Properties Type of the Nature DETAILS OF INVESTMENT ASSETS OF INVESTMENT DETAILS Project Location the Fund in by invested Chiangmai 50100 Amphur Muang, Haiya, Tambol of Additional No. investment of additional and offering units) issuance for Price Offering and the of the shopping complex areas of the transfer accepting right and/or leasehold (2) hall in which the Fund will invest), multipurpose and and other assets systems of utilities ownership Project, Chiangmai Airport CentralPlaza to relevant the shopping where right in the land leasehold (3) the indoor parking hall, the multipurpose complex, of surrounding parts certain including spaces, of CentralPlaza and exits and entrances road located are Chiangmai Airport Project Acquisition Price Acquisition of Additional No. Units Investment Units Investment CPN by invested TRANSACTION SUMMARY TRANSACTION Transaction Transaction summary of lease of the properties (partial) in CentralPlaza in CentralPlaza (partial) properties of the summary of lease Transaction Property Leasehold Growth CPN Retail the to 30 years Airport for Chiangmai and the issuance fund through the in by invested and assets Fund (CPNRF) of 2 offering ANNUAL REPORT 2014 032 the medium term. is expected to stay below 1timein interest-bearing debtto equity ratio its financialdiscipline. The net company isexpected to maintain pursuing its growth strategy, the shopping center portfolio. Despite operating performance for its continue to sustain its strong expectation that CPNwill The “stable” outlook reflects the 2016. business expansion during2014- capital expenditures needed for consideration thelarge amountof policy. The ratings also take into income, andconservative financial contract-based rental andservice centers, reliable cash flow from in managing high-quality shopping industry inThailand, proven record in theretail property development to reflect CPN’s leading position years. The “AA-” ratings continue performances during thelast three in CPN’s operating andfinancial The upgrade reflects improvements Pattana PLC to “AA-” from “A+”. debenture ratings ofCentral company andtheexisting senior TRIS Rating has upgraded the MAY among its target groups. purchasing power andtourists the young generation withhigh offices, thisshoppingcomplex has by leading hotels and an educational zone surrounded Nakhon Pathom. Located within Samphran andAmphoeMuang Amphoe NakhonChaisi, Amphoe of AmphoeBuddhaMonthon, densely populated residential zones and its perimeters, westward expansion ofBangkok 5 and7intersections, amidthe Road, between BuddhaMonthon on Boromma Ratcha Chonnani CentralPlaza Salaya was launched AUGUST tourists. workers, business people, and class meeting place for office Groove@CentralWorld isaworld- restaurants andfashion boutiques, center ofworld-renowned lifestyle and luxury hotels. Adowntown office buildings, residential places, CentralWorld, surrounded by I Road infront ofThe Offices at inaugurated along thesideofRama Groove@CentralWorld was officially JULY covering the government and community development. with active participation insocial environment, andallstakeholders, account the society, the business conduct, taking into philosophy ofsustainable membership reaffirmed CPN’s Markets). This prestigious Emerging Markets (DJSI Emerging Jones Sustainability Indices index component of2014 Dow sector, has been selected as an company inthereal estate CPN, thefirst andonly Thai OCTOBER

034 IN 2014 GREAT PRIDE AWARDS OF 035 Thanks to the commitment of CPN’s of to the commitment CPN’s Thanks all employees and visionary executives excellence, toward together driving CPN support, partners’ in tandem with business of awards pride in 2014 CPN garnered worldwide- institutions leading from a solid proof of success of a corporation focuses on sustainable business that governance conduct under corporate and social responsibility. ANNUAL REPORT 2014 036 01 Bangyai intersection. CentralPlaza WestGate at the CentralPlaza Salaya and are: CentralFestival Samui, projects that received theawards with remarkable design. The three estate companies that own projects to thetop 10outstanding real Journal. These awards are granted Information Pte., Ltd. andFuturArc Pattana Plc. by BCIAsia Construction 2014” has been granted to Central “BCI Asia Top 10Developer Award AND DEVELOPMENT AWARDS INPROJECT DESIGN Developer Award 2014” Award Developer “BCI Asia Top 10 Top Asia “BCI modern design. ofUbonratchathani into anew reinterpreting theuniqueculture its remarkable design by fulfils themodernlifestyle with CentralPlaza Ubonratchathani Northeastern Thailand. project inthesouthernpartof extensive andlargest retail Ubonratchathani as themost was granted to CentralPlaza Development Thailand” award ofChiangrai. Itisalso considered alandmark andlocal atmosphere perfectly. designed to blend bothamodern aretail project that has been CentralPlaza Chiangrai as being Thailand” award was granted to Landscape Architecture demandinChiangmai. brands andfulfils customer themostextensive global leading beingaretail project that includes CentralFestival Chiangmaias Thailand” award was granted to • • • following fields: Asia Property Award 2014 inthe industry. CPNhas received the and widely recognized intheretail considered at aninternational level projects. These awards are international shoppingcenter real estate entrepreneurs and the Asia Pacific region, granted to is theultimate real estate award for International Property Awards Group “Asia Property Award 2014” from the 02 “Highly Commended Retail “5 Stars Best Commercial “5Stars Best Retail Development value. growth rate ofcorporate brand to thecompany withthehighest University. This award was granted and Accountancy, Chulalongkorn of Marketing, Faculty ofCommerce of Science Programme, Department Central Pattana Plc. by the Master Star 2014” award was granted to “Thailand’s Corporate Brand Rising BRANDING AWARDS INMARKETING AND 04 business in2014. important role inthereal estate to theperson whoplayed themost magazine. This award was granted publisher ofProperty Report Group, by EnsignMedia Co, the Chirathivat, CEO oftheCentral award was granted to Mr. Tos Real Estate Personality oftheYear” “Thailand’s Property Awards 2014: 03 037 Regulating Best winner: The winner: Outstanding The • • 08 AWARDS IN ENVIRONMENT IN ENVIRONMENT AWARDS AND ENERGY CONSERVATION 2014” Awards Energy “Thailand with companies honoured in both performance outstanding and renewable conservation energy presented was development energy the by Pinklao CentralPlaza to follows: as Ministry of Energy Structure Structure Energy for Responsibility Efficiency “Thailand Energy Awards 2014” governance assessment. assessment. governance CPN among 18 Thai listed listed CPN among 18 Thai 50 on Top listed was companies for countries in ASEAN Companies 2013/14” Scorecard CG “ASEAN the corporate 07 06 “Corporate Governance Report of of Report Governance “Corporate 2014- Companies Listed Thai been had scores” ‘Excellence’ for plc Pattana Central by earned 2009- from years six consecutive conducted assessment, The 2014. of Directors Institute the Thai by CPN was that showed Association, level Quartile’ ‘Top in the ranked market with companies for of Baht 10 billion. capitalization “SET Awards of Honor 2014- Top Corporate Governance Report Award” 05 AWARDS IN MANAGEMENT IN MANAGEMENT AWARDS AND FINANCE of Honor 2014- “SET Awards Report Governance Corporate Top Central to granted was Award” Exchange the Stock by Plc. Pattana & Banking and Money of Thailand the received CPN had Magazine. Report Governance Corporate Top years consecutive four for Award 2011-2014. from ANNUAL REPORT 2014 038 09 Emerging Markets. an index component of2014 DJSI sector, CPNhas been selected as only Thai company inthereal estate responsibility. Beingthefirst and and socialenvironment capitalization, corporate performance interms ofmarket companies withoutstanding Indices, assessing leading global RobecoSAM andS&PDow Jones offered cooperatively by social criteria. The indices are of economic, environmental and world’s leading companies interms track thestock performance ofthe sustainability benchmarks that (DJSI) are thefirst global Dow Jones Sustainability Indices IN SUSTAINABLE DEVELOPMENT AWARDS ANDACHIEVEMENT governance, A outofthehighest pointscale AAA. Development sector witharating of in theReal Estate Management & MSCI Global Sustainability Indexes selected as a constituent inthe governance aspects. CPNhas been environmental, socialand well companies manage their float inaddition to analysis ofhow capitalization, liquidity andfree- performance interms ofmarket companies having outstanding constituents from leading listed International selects the Morgan Stanley Capital liquidity. From around the world, economic development, size, and indexes based oneach country’s 35 years’ expertise incalculating Capital International, whichhas constructed by Morgan Stanley world. ItisoneoftheMSCI indexes of institutionalinvestors around the basis intheinvestment processes benchmarks andserve as the are widely tracked global equity MSCI Global Sustainability Indexes 10 the Southeast Asia region. for theenvironment andsociety in entrepreneurs with responsibility These awards are granted to CentralFestival Pattaya Beach. the community around project, whichwas developed for Singapore for its ‘Sukhawadee’ Pattaya Beach by Enterprise Asia, was granted to CentralFestival in Health Promotion Award 2014” “Asia Responsible Entrepreneurship 11 protection ofwomen’s rights. promote gender equality and with policies oractivities that granted to companies orinstitutes Human Security. These awards are Ministry ofSocial Development and to Central Pattana Plc. by the women’s rights” award was granted gender equality andprotection of “Outstanding workplace to promote 12

ANNUAL REPORT 2014 040 Export production re previous year inlinewithprivate consumption. Domestic production grew at thesame rate as the machinery to replace old machinery. improvement, cost reduction, andimportof to invest inmachinery reparation, efficiency than othercountries, theprivate sector continued Since Thailand was relatively stable with lower risk and thepublicsector’s majorinvestment projects. indications ofthepolitical andeconomic situation up theirnew investments to wait for clearer to previous year’s investments, andwere holding capacities for domestic andexport markets, due entrepreneurs already had sufficientproduction The overall investment shrank 0.9% because most debts that affected low-income consumers. decreased income amongfarmers andhousehold growing little, resulting mainly from theproblems of food, beverage, andpersonal effects, were otherwise income groups. Sales ofnecessity goods, suchas furniture purchased by middle-income andupper- including automobiles, electrical appliances, and in thesecond quarter, particularly indurable goods of political unrest. Sales increased more noticeably slow revival ofconsumers’ confidence after theend remaining unchanged inthefirst quarter dueto the of 0.1%, withthesales volume ofmostproducts Private consumption expanded at amodest rate producers. government’s price control measures imposed on the previous year’s rate of2.1% resulting from the growth was only 1%, while inflation remained at pace thantheprevious year. The country’s GDP Thai economy in2014 inallregions grew at aslower ECONOMIC OVERVIEW OVERVIEW IN2014 ECONOMIC AND RETAIL INDUSTRY covered slowly in in slowly covered line with * half ofthisyear. foreign tourists duringfestive seasons inthesecond and promotions launched by developers to attract confidence among Thais, withmarketing campaigns spending. These resulted inagradual revival of implemented policies to stimulate confidence and in thesecond quarter, theGovernment continually decree duringthefirst quarter andthemartiallaw Recognizing thedirect impacts oftheemergency Shopping CentersandDepartmentStores OVERVIEW RETAIL AND INDUSTRYWHOLESALE conscious tourists, andotherhigh-potential groups. honeymoon couples, married couples, health- marketing approaches by targeting lovers, rallies, tourism entrepreneurs adopted new cancelation oftraining andseminars duringpolitical growth. In European tourists andenjoyed highbusiness and South remained popular amongChinese and political rallies, tourism destinations intheNorth emergency decree. Located far from thesites of after steadily recovered sector effects caused by past political andflood crisis. The sector viewed theproblems as less severe thanthe on thetourism industry, mostentrepreneurs inthis Despite the political situation’s obvious impacts the World Cup FootballTournament thisyear. industry also received more purchase orders dueto Middle East andSouth America. The sports garment electrical appliances, andautomotive parts from the electronic components, petrochemical products, orders from theMiddle East andSouth America for the global economy, withincreased purchase covering business losses caused by the the liftingof 041 covery, this group of of this group covery, Hypermarkets and Convenience Stores while this year, launched were hypermarkets Few on developing focusing currently are entrepreneurs branch ease to markets traditional and small stores of groups diverse and serve work expansion Community Malls and Lifestyle Malls Community Malls and re slow the economy’s Despite growth Its thrive. to continued stores retail in the industry in the retail other groups outpaced of a large the completion due to quarter third mall mall and lifestyle number of community in years several during the past started projects, areas of residential with the expansion tandem the group space, In retail Bangkok. around this share market highest the second represented group. the hypermarket replacing year, launched malls and lifestyle malls community The Town, West Metro, Garden Victoria included this year Maze Pinklao, Sense The I’m Park, One Udomsuk, with Habito Ratchapruek, Crystal and The Thonglor, still under construction. projects Bright and The group within this retail competition Under fierce and medium, of large, entries the numerous due to mall community entrepreneurs, small-scale for themselves adjust to need entrepreneurs consumers’ to cater and constantly differentiation projects, modifying and expanding by needs and thrills diversity create to tenants new attracting needs, of customers’ all aspects satisfy to regular expanding and continually maintaining in their full facilities and providing bases, customer under management skillful required These projects. of rising costs. the challenge Over 7 million sq.m. of retail and wholesale space and wholesale of retail 7 million sq.m. Over with shopping centers in 2014, available was 59%, at share market largest the representing malls and superstore malls community by followed this popular Highly space. 13% and 12% of the total at the shopping reduced malls community year, Even 61% prior year. from share market centers’ the economic by affected were tenants though overall unrest, the political by produced slowdown the average while 95%, was in 2014 rate occupancy still most entrepreneurs as on a rise, was rate rental confidence. their market retained CPN launched share, market top the industry’s With namely in 2014, shopping complexes new two Salaya, and CentralPlaza Samui CentralFestival CentralPlaza of the the announcement including being Another project Bang Yai. at Project WestGate into turn Amphoe Bang Yai will that off this year kicked Bangyai the Mega a major shopping hub in 2015, Development Siam Future by announced was Project Elsewhere, Ltd. Co., (Thailand) and Ikano Plc other major for made also were plans renovation and The including shopping complexes, Mall Group. under The other shopping centers consumers’ conditions, market Under the current and on convenience focused behavior purchasing to visits frequent with less services, speedy due to and department stores shopping centers of online shopping and drive- growth the rapid and customers In attracting stores. through shopping needs, their ever-changing satisfying need entrepreneurs and department store center develop and continually strategies new adopt to their services. ANNUAL REPORT 2014 042 Research. the BankofThailand, CBRE Research, andColliers International * Parts ofdata were obtained from theinformation provided by for efficient communication with customers. shopping, together withleveraging thesocialmedia conducting its business viae-commerce andonline group also applied communication technologies in respective areas, andspeedy services. This retail to serve theneeds ofall consumers intheir hygienic foods andbeverages at reasonable prices expansion effort, offer ofdiverse products, including initiation of franchising to supplement branch expansion ofbranches to maximize areal The overall focuses ofconvenience stores were the centers. are crossing into thebusiness territory ofshopping hypermarket andconvenience store entrepreneurs attract customers. Through these adjustments, cinemas andwater parks to create novelties and and added entertainment businesses suchas products, while increasing otherproducts instead, and mallareas, reducing shelve space for food increasing thediversification ofshopsintheplaza penetrating themarket with “Plus Mall” projects by Entrepreneurs inthisretail group also started target groups. were provided thisyear to ease thepurchases of convenience andspeedy services, onlineaccesses consumers’ behavioral changes by focusing on income ofretail businesses very soondueto that onlineshoppingwillsignificantly increase the Lotus Express, Tops Deli, andMaxValu. Recognizing and convenience stores, suchas MiniBigC, Tesco supermarkets, muchlike superconvenience stores combination ofconvenience stores and customers. Small-store projects resemble a coverage, prospective provinces. continually expand its businesses to other Nakhonsithammarat provinces, CPN also plans to development projects inNakhonratchasima and projects inborder provinces. Having launched new with thelaunches ofshoppingcenter development and specialty stores have been launched, together in allregions ofThailand. Many superstore malls provinces, especially border andmajorprovinces the retail industryto develop more projects inother The establishment ofAEC turnstheattention of and BluPearl Phuket. and The MallGroup’s BluPort HuahinResort Mall include CentralPlaza Rayong, Central Phuket, Major projects underconstruction inotherprovinces shopping complexes. entertainment centers to create fully integrated residential areas, hotels, office buildings, and toward mixed-use development, combining hubs inBangkok. The retail industryismoving 2-3 years, are expected to create two new shopping bank ofChao Phraya River, to belaunched inthenext The EmDistrict at Sukhumvit andIconSiam onthe local andforeign brandname merchandises. following years dueto theunwavering demandof to riseby 3-5%, with asteady increase inthe remains unchanged, while rental rates are expected increase inretail space supply, occupation rates suburban Bangkok duringtheyear. Despite the new community malls willmostly belaunched in CentralFestival East Ville, andThe Emquartier, while launched in2015include CentralPlaza WestGate, some 1,500,000 sq.m. The new shoppingcenters to be areas scheduled for completion in2015amounts to Supply ofretail space inBangkok andsurrounding 2015 Retail IndustryOutlook andCompetition 043 7 OFFICE BUILDINGS 2 HOTELS 25 SHOPPING COMPLEXES opened projects, namely CentralFestival Samui Samui CentralFestival namely projects, opened Salaya. and CentralPlaza and 2 hotel 2 residential, runs 7 office, CPN also optimize to supporting business its as buildings and sources, income diversify the use of land, shopping complexes. to customers in more draw water such as businesses, related CPN operates in some centers food and parks, and recreational shoppers. facilitate to shopping complexes complex each at provided and facilities Services of and the needs depend on locations mainly customers. target groups. business various into falls business CPN’s six are there of income, the source by Categorized follows: as described groups, business 2 RESIDENTIAL BUILDINGS 20 FOOD CENTERS NATURE OF BUSINESS Established on 17 June 1980, to develop and and develop to June 1980, on 17 Established shopping and integrated large-format manage on the listed been has the Company centers, March 1 (SET) since of Thailand Exchange Stock capital and paid-up share issued current Its 1995. is of which the majority is Baht 2,244,000,000, and Chirathivat Ltd., Co., Holdings Central by held comprise businesses core CPN’s members. family shopping complexes of large-scale development and services. rent for space of retail and provision 25 shopping complexes- CPN manages present, At vicinities and its area Metropolitan 11 in Bangkok - of which areas in prime provincial and 14 out leased with four CPN, by owned are 21 projects Fund Property Leasehold Growth CPN Retail to newly two CPN launched In 2014, (“CPNRF”). ANNUAL REPORT 2014 044 business notonly complements that of the complex areas. Itwas found that the office building there isdemandfor office space inshopping development ofoffice buildings for rent, whereas The office building business involves the BUILDINGS OFFICE 02 and cleaning services at each site. is theprovision ofutilities, together withsecurity commercial opening. Also inthescope ofwork managing theshoppingcomplexes after their designs andconstruction, administering sale, to locations, conducting feasibility studies, controlling development starts from findingstrategic CPN andits subsidiaries. CPN’s shoppingcomplex of over 1.3millionsq.m. underthemanagement of retail industryinBangkok withnet leasable area 2014, CPN’s earned a20%market share ofthe According to its estimated data, as of 31December of profits from investment inCPNRF. four property projects underCPNRFandashare sources ofincome include themanagement fee at onsite media services at 25 properties. Other rental &services ofconvention hall, apartfrom utility, andsecurity services, cleaning services, revenue. Income includes rental ofretail spaces, complex business generates over 80%ofthetotal CPN’s mainsource ofincome, theshopping COMPLEXES SHOPPING 01 to base their headquarters there. and foreign, andmultinational companies looking so mosttenants are leading businesses, both Thai located intheheart ofthecentral business district, different because itisagrade Aoffice building brokerage firms. The Offices at CentralWorld is and musicschools, beauty parlors, andsecurities complexes, suchas tutorial schools, language operators ofbusinesses benefiting from shopping CentralPlaza Grand Rama 9projects are mostly Bangna, CentralPlaza Chaengwattana, and Lardprao, CentralPlaza Pinklao, CentralPlaza Tenants ofoffice buildings inCentralPlaza project underCPNCG (The Offi Office buildings at CentralPlaza Pinklao) andone projects underCPNRF(Pinklao Tower AandB four projects andmanages three projects, two Grand Rama 9. Foroffice buildings, CPNowns CentralPlaza Chaengwattana, andCentralPlaza CentralWorld (The Offices at CentralWorld), CentralPlaza Pinklao, CentralPlaza Bangna, towers, onthepremises ofCentralPlaza Lardprao, At present, CPNrunsseven projects ofoffice each site. together withsecurity andcleaning services at in thescope ofwork istheprovision ofutilities, buildings whenthey come into operation. Also and construction, leasing, to managing the conducting feasibility studies, controlling designs CPN’s office building development starts from and utility service fees. space, rental ofretail shopsinoffice buildings, from thebusiness comprises rental ofoffice demand for office space at each location. Income an office building dependsmainly onsupply and of car parkmanagement. The decision to develop project. Italso enhanced land usage andefficiency shopping complex, butalso added value to the ces at CentralWorld). 045

FOOD CENTERS to essential considered are Food Centers for intended are They shopping complexes. of with a wide variety customers providing CPN earns dishes. and ready-to-serve economical and of food the sale from income sizeable centers. in food beverage WATER PARKS AND PARKS WATER PARKS RECREATIONAL supporting are parks and recreational parks Water adding shopping complexes, for businesses of shopping and services features to variety more attract they can Not only complexes. bring but also shopping complexes, to customers in surrounding and people customers to happiness of the size this happen, make To communities. key. are in the project availability and space land “Leoland are in this category projects Current of CentralPlaza floor on the sixth Park” Water closed park is temporarily the water Bangna where in 2015, reopen to and expected renovation its for park recreational a large-scale Park”, “Central and to open 2, Rama of CentralPlaza on the premises a park, of a health the public and consisting and area, an activity playground, children restaurants. renowned 06 05 serviced apartment, and the other is Central City City other is Central and the apartment, serviced condominium a 12-unit Condominium, Residence Bangna. of CentralPlaza on the premises RESIDENTIAL BUILDINGS building residential two CPN manages present, At a 50-unit Colonade, One is Langsuan projects. 04 CPN’s hotels and shopping centers are located in located are and shopping centers hotels CPN’s demand a natural is there since areas the same practice This business. the retail supports that making the most by project each to value adds on return the maximum for use of properties of consideration for principles Key investment. location, project include investment hotel and the areas, surrounding supply, demand, business hotel The potential. growth project’s and seminar rooms, rooms, guest comprises of the the growth serve to centers convention and Convention Incentive MICE (Meeting industry. Exhibition) One is the hotels. two CPN owns Currently, Udonthani (formerly Hotel Centara 259-room a part Hotel, Royal Grand Charoensri as known CPN in April by acquired Complex, of Charoensri with Hotel Pattaya and the other is Hilton 2009) of CentralFestival on top (situated 302 rooms CPN 2010). and open on November Beach Pattaya management hotel expert employed has and Plc Hotel Plaza Central namely companies, Centara manage to Corporation, Hotel Hilton Hotel Pattaya Udonthani and Hilton Hotel benefit. the maximum for respectively 03 HOTELS ANNUAL REPORT 2014 046 Food Complexes 2) 81% ofCPN’s asset was leased to Residential 42% ofCPN’s shoppingmalls andalloftheoffice buildings were subleased to CPNRFfrom November 2009to1) December 2024 Remarks: Hotels CentralWorld Office CentralPlaza Chiangmai Airport Buildings Shopping CentralPlaza Rama 2 Centers √ CentralPlaza Rama 3 √ CentralPlaza Pinklao Projects Managed byCPN √ √ √ √ CentralPlaza √ √ √ √ CentralFestival √ √ CentralFestival CentralFestival v Salaya√ CentralPlaza Samui √ √ √ CentralPlaza Hatyai √ √ CentralPlaza √ √ Chiangmai CentralPlaza Grand Rama 9 √ Ubonratchathani CentralPlaza √ √ √ Lampang √ √ CentralPlaza √ Suratthani √ √ √ CentralPlaza √ √ CentralPlaza √ √ √ √ Phitsanulok CentralPlaza Chiangrai CentralFestival Pattaya Beach Food √ Khonkaen CentralPlaza Chaengwattana Residential Complexes Chonburi CentralPlaza Hotels Udonthani √ √ √ √ CentralWorld√ Office CentralPlaza Langsuan Colonade Shopping Buildings Rattanathibet Central Center Pattaya Centers √ CentralPlaza Bangna CentralPlaza Lardprao Projects OwnedbyCPN Ramindra Currently, theprojects underthemanagement ofCPNanditssubsidiariesare: 3) 96% ofCPN’s asset was subleased (part 5) 97% oftheOffices at2) CentralWorld was subleased to CPNCG from September 2012 to September 2032(part1)and from December 4) 49% ofCPN’s asset was leased to CPNRFfrom April2014 to April2044 5) √ 1) 3) 2) √ √ √ √ √ √ √ √ √ CPNRFfrom to CPNRF from 4) √ √ √ August August 2005to 2005to August August 2035(a30-year lease can berenewed twice) 2025 2012 to December 2032 047 ASSET UNDER ASSET CPN’S MANAGEMENT 048

RETAIL PROPERTIES

Retail Properties Year of Operation Development 2 Land Ownership 3

1. CentralPlaza Lardprao December 1982 G L (2028)

2. CentralPlaza Ramindra November 1993 G L (2023)

3. CentralPlaza Pinklao 1 March 1995 G L (2024)

4. Central Center Pattaya July 1995 G L (2015)

5. CentralPlaza Chiangmai Airport 1 March 1996 4 A F

6. CentralPlaza Rama 3 1 October 1997 G F

7. CentralPlaza Bangna December 2001 4 A F ANNUAL REPORT 2014 REPORT ANNUAL 8. CentralPlaza Rama 2 1 December 2002 G L (2025)

9. CentralWorld December 2002 4 A L (2040)

10. CentralPlaza Rattanathibet December 2003 4 A F

11. CentralPlaza Chaengwattana November 2008 G F

12. CentralFestival Pattaya Beach January 2009 G F

13. CentralPlaza Udonthani April 2009 4 A F

14. CentralPlaza Chonburi May 2009 G F

15. CentralPlaza Khonkaen December 2009 G F 049

No. of (shops) Tenants Rate (%) Occupancy (sq.m) Leaseable Area Hall (sq.m.) (vehicles) Parking Space (sq.m.) Total Project GFA Project Total 5 373 62,000 400 - 15,226 96% 106 649 649 86,000 1,000 - 17,193 100% 79 1,327 1,327 220,000 2,300 - 55,666 96% 294 1,109 1,109 210,000 3,200 4,100 93,714 97% 354 1,323 340,000 3,500 - 57,601 99% 391 2,315 140,000 2,000 - 77,273 99% 212 2,144 2,144 250,000 2,300 4,800 76,476 99% 628 6,512 6,512 210,000 2,000 - 57,590 98% 250 5,109 5,109 250,000 2,000 5,000 72,416 94% 248 3,897 3,897 200,000 2,100 4,100 49,743 96% 330 4,362 4,362 310,000 3,000 4,500 48,148 100% 343 4,953 4,953 450,000 3,250 3,100 61,193 96% 330 2,820 2,820 156,000 2,040 - 40,332 98% 287 5,289 310,000 3,300 4,200 65,864 94% 385 12,974 12,974 830,000 7,000 5,100 199,501 94% 467 of Total Project of Total as end of 2014 Investment Cost 050

RETAIL PROPERTIES

Retail Properties Year of Operation Development 2 Land Ownership 3

16. CentralPlaza Chiangrai March 2011 G F

17. CentralPlaza Phitsanulok October 2011 G F

18. CentralPlaza Grand Rama 9 December 2011 G L (2040)

19. CentralPlaza Suratthani October 2012 G F

20. CentralPlaza Lampang November 2012 G L (2040)

21. CentralPlaza Ubonratchathani April 2013 G F

22. CentralFestival Chiangmai November 2013 G F ANNUAL REPORT 2014 REPORT ANNUAL 23. CentralFestival Hatyai December 2013 G F

24. CentralFestival Samui March 2014 G L (2043)

25. CentralPlaza Salaya August 2014 G F&L (2044)

Total

Remarks: 1 For CentralPlaza Pinklao, 42% of asset was subleased to CPNRF from November 2009 to December 2024. For CentralPlaza Rama 3, 81% of asset was leased to CPNRF from August 2005 to August 2035. For CentralPlaza Rama 2, 96% of asset was subleased to CPNRF from August 2005 to August 2025. For CentralPlaza Chiangmai Airport, 49% of asset was subleased to CPNRF from April 2014 to April 2044. Operational performance of CentralPlaza Pinklao, CentralPlaza Rama 3, CentralPlaza Rama 2 and CentralPlaza Chiangmai Airport includes those of assets transferred to CPNRF and CPN acts as the property manager. 2 Development (A=Acquisition), (G= Greenfield) 3 Land Ownership (F=Freehold), (L=Leasehold Expired in (year)) 4 Year of acquisition 5 Includes investment of office/residentail/hotel components. Excludes annual lease payments and investments of the assets leased/subleased to CPNRF. 051

No. of (shops) Tenants Rate (%) Occupancy Data as of 31 December 2014 of 31 December as Data (sq.m) Leaseable Area Hall (sq.m.) (vehicles) Parking Space (sq.m.) Total Project GFA Project Total 5 5,141 5,141 214,000 2,400 - 59,672 97% 236 1,742 1,742 76,000 600 - 28,611 91% 107 1,108 1,108 110,000 2,000 - 22,227 100% 92 2,281 130,000 1,400 4,700 34,537 95% 121 1,553 100,000 1,440 - 26,382 96% 138 1,634 1,634 110,000 1,000 - 22,325 99% 111 1,864 1,864 151,000 1,500 - 32,213 98% 132 4,234 4,234 260,000 3,500 - 66,237 93% 217 2,385 185,500 1,600 - 38,474 94% 179 4,790 4,790 295,000 2,500 5,000 69,701 88% 211 81,887 81,887 1,388,315 96% 6,248 of Total Project of Total as end of 2014 Investment Cost ANNUAL REPORT 2014 052

December 2032(part2)

hegatn fie ac 09 F 1,3 7 51 36 97% 97% 19,936 6,454 L(2040) F G G 77 December 2011 94% Remarks: March 2009 16,250 L(2028) Grand Rama 9Office December 2001 Chaengwattana Office G Pinklao Tower BOffice December 1982 The Offices at CentralWorld Bangna Office Pinklao Tower AOffice Lardprao Office PROPERTIES OFFICE Ttl 1946 9% 401 97% 169,466 Total 5 4 3 2 1 Pinklao Tower AandTower Bwere subleased to CPNRF from November 2009to December 2024. Year ofacquisition 97% oftheOffices at CentralWorld was subleased to CPNCG from September 2012to September 2032(part1)andfrom December 201 Land Ownership (F=Freehold), (L=Leasehold) Development (A =Acquisition), (G =Greenfield) Of fi c rpris Year of ce Properties 1 1 ac 06 L(04 134 9% 46 98% 11,334 L(2024) G March 2006 ac 95 L(04 246 9% 57 96% 22,426 L(2024) G March 1995 3 oebr20 L(00 309 9% 105 99% 83,059 L(2040) A November 2004 Operation 2 F 1,0 5 29 95% 10,007 F A Development 4 Ownership Land 5 Area (Sq.m) Leaseable Occupancy Rate (%) Tenants (units) No. of 2 to 053 Rate (%) Rate (%) Occupancy Occupancy No. of No. of Guest Rooms Guest Rooms 1,907 38% 2 259 63% 3 Year of of Year Year of of Year Operation Operation December 2001 December 1 April 2009 April 1 2010 November 302 86% 2 Hotel Properties Hotel Properties of acquisition Year of acquisition Year CPN is the project owner and Hilton Hotel Corporation is the hotel manager. is the hotel Corporation Hotel and Hilton owner CPN is the project of the condominium. of 12 units strata-title CPN owns manager. is the hotel Plc Hotel Plaza and Central owner CPN is the project 1 2 3 1 2 Residential Properties Residential RESIDENTIAL PROPERTIES HOTEL PROPERTIES Central City Residential Residential City Central Centara Udonthani Centara Pattaya Hilton Remark: Langsuan Colonade Colonade Langsuan 1998 December 4,466 59% Total Total 561 Total 75% 6,373 53%

Remark: Remark: ANNUAL REPORT 2014 054 PROJECTS FUTURE * Allpictures inFUTUREPROJECTS partare subject to change as deemed appropriate. 055 About 2,400 MB (excluding About 2,400 in Robinson investment which Department Store, is under the responsibility Department of Robinson Store) PROGRESS Under construction, planned as progressing and budgeted OPENING SCHEDULE for is planned project The in the second inauguration of 2015. quarter INVESTMENT CENTRALPLAZA RAYONG highest area after after area highest nd government’s mega- government’s POTENTIAL of site on a potential is located project The hub with economic eastern Thailand’s Rayong, in the product)-highest provincial GPP (gross 2 country’s and the East Bangkok. With a rising number of property a rising number of property With Bangkok. and over condominiums, particularly projects, industrial sites, in 19 large factories 1,900 prime tourist is one of the country’s Rayong million 4.2 than more by visited attractions therefore project The on average. a year tourists 820,000 of over power purchasing targets and executives who are in Rayong people workers foreign in industrial estates, workers and non-Thai Thai as well as and residents, a as serves moreover, Rayong, tourists. will that and Vietnam Cambodia to gateway the from benefits reap the Bangkok-Chonburi- namely projects, the Chonburi- train, high-speed Rayong ASEAN Phud motorway, Ta Pattaya-Mab Coastal and the Southern R10, Highway (Bangkok- Thailand from stretching Corridor The Vietnam. to Cambodia through Trad) local more draw will also of AEC integration which will further investments, and foreign power. purchasing the local enhance SIZE the land has (CPN of land About 60 rai of area project with a total ownership), belongs sq.m. of which 150,000 sq.m., 180,000 Robinson houses project The CPN. to with anchor together Department Store B2S, PowerBuy, Market, Tops namely tenants, will site The and OfficeMate. SuperSports, boutiques fashion 200 retail house over also new-concept as well as brands of leading intended It is also all lifestyles. for restaurants featuring complex entertainment be the best to with amusement park, and Fun Planet cinemas 1,500 vehicles. over for parking space On Highway 36 (Bangna-Trad), Tambon Choeng Tambon 36 (Bangna-Trad), On Highway on Lying Province. Rayong Amphoe Muang, Noen, Kloi the Ko Phe near Ban to the motorway the main faces of the site the front intersection, Road, Nong Mahad faces and the back highway Rayong. downtown to access which is an easy LOCATION DOMESTIC PROJECTS DOMESTIC ANNUAL REPORT 2014 056 Store) of Central Department is undertheresponsibility Department Store, which investment inCentral About 7,200 MB(excluding INVESTMENT quarter of2015. inauguration inthethird The project isplanned for OPENING SCHEDULE access to thesite work for convenient allocated to construction incremental budget and budgeted including progressing as planned Under construction, PROGRESS CENTRALPLAZA WESTGATE with parkingspace for over 5,000 vehicles. attractions including ultramodern cinemas, entertainment complex offering world-class site isplanned to bethestate-of-the-art restaurants to fulfill every lifestyle. Plus, the international brands as well as new-concept retail fashion boutiques ofleading Thai and and HomeWorks. Itwillalso houseover 1,000 Tops Market, PowerBuy, B2S, SuperSports, Department Store andanchortenants, namely Than Life”, theproject houses Central concept of “Beyond Imagination Larger Designed as aSuper Regional Mallunderthe sq.m., of which 380,000 sq.m. belongs to CPN. rights) withatotal project area of430,000 About 98rai ofland (CPN owns theland lease SIZE (the western ringroad). Rattanathibet Road andKanchanaphisek Road Province, thesite faces two mainroads, namely Sao Thong Hin, AmphoeBangYai, Located at theBangYai intersection, Tambon LOCATION in thenext five years. over 150,000 residential units can beexpected will give riseto new residential areas, where the western ringroad to theChonburiMotorway Furthermore, the3 purchasing power andbenefit theproject. welcome theAEC integration, willenhance the AndamanSea andwillbeconstructed to will stretch to Dawei Port (Myanmar) and Highway 81(BangYai-Kanchanaburi), which over 13milliontarget customers. The planned nearby train station to thestore to facilitate Sue). An elevated walkway willconnect the and thePurple Linecity train (BangYai-Bang together, including theWest Outer RingRoad transportation system linkingallroutes government’s completely integrated year. The site isaccessible through the meet, carrying traffic of85millionvehicles per Road andthe10-lane Rattanathibet Road “West Gate”, where the12-lane Kanchanaphisek in theBangYai Intersection, Bangkok’s This isalarge project onastrategic location POTENTIAL rd phase expressway linking 057 CENTRALFESTIVAL EAST VILLE About 3,200 MB (excluding in Central investment which Department Store, is under the responsibility Department of Central Store) PROGRESS Under construction, planned as progressing and budgeted OPENING SCHEDULE for is planned project The in the fourth inauguration of 2015. quarter INVESTMENT POTENTIAL is an of Bangkok zone this eastern Since the zone, residential enormous-potential of owners accommodate would project town homes, and semi-detached detached 130 projects condominium-some and houses, embraces the area that It is estimated in all. home each projects, some 11 detached-home and residential Baht 10 million, over worth of Bangkok, nine districts straddling projects Bueng Lang, Thong Wang Ladprao, namely Huay Bangkaen, Jatujak, Bangkapi, Kum, Target and Kannayao. Din Daeng Kwang, high-purchasing- a new, include customers some 78 leading from generation power collar and white and schools universities (Soi area the Sukhumvit around workers etc. Lor), Thong and Soi Ekamai SIZE lease the land owns (CPN of land About 51 rai with a total part of the land) and owns rights of which CPN sq.m., of 160,000 area project project The CPN. to belongs sq.m. 130,000 and Department Store of Central consists B2S, PowerBuy, like anchor tenants than 200 Housing more etc. SuperSports, and novel- outlets brands’ worldwide leading all lifestyles, to catering outlets food concept featuring complex, an entertainment it is also be dedicated is to One zone cinemas. leading a jogging another features while owners, pet to provides project The lovers. exercise for track vehicles. 1,900 over for parking space East of Bangkok Metropolis, on Praditmanutham Metropolis, Bangkok of East Ekamai-Ramindra along road (frontage namely roads, key connecting Expressway), 9. and Rama Lardprao, Ramindra, LOCATION ANNUAL REPORT 2014 058 NAKHONRATCHASIMA Store) of Central Department is undertheresponsibility Department Store, which investment inCentral About 5,000 MB(excluding INVESTMENT quarter of2016. inauguration inthefourth The project isplanned for OPENING SCHEDULE 2015 expected to start inJune process, withconstruction Currently inthedesign PROGRESS CENTRALPLAZA parking space for over 3,000 vehicles. Fun Planet amusementparkfor children, with this new project willbefitted withcinemas and the state-of-the-art entertainment complex, center at thenational level. Planned to become convention center intended to beanactivity terrace infront ofthestore andamultipurpose market. The project provides alarge activity a gathering ofoutdoor restaurants andanight and global brands and beameeting place with 400 retail fashion boutiques ofleading Thai and OfficeMate. The site willalso houseover Tops Market, PowerBuy, B2S, SuperSports, Department Store andanchortenants like belongs to CPN. The project willhouseCentral 300,000 sq.m., ofwhich261,000 sq.m. ownership) withatotal project area of About 60rai ofland (CPN has theland SIZE Nakhonratchasima province. of AmphoeMuangNakhonratchasima, subdistricts (BanKo, ChoHo, andNaiMueang) On Mittraphap Road, straddling three LOCATION Motorway. railway, andBangPa-In-Nakhonratchasima Map Kabao-Nakhonratchasima dualcarriage Nakhonratchasima high-speed train, the including thelogistics rail route, theBangkok- government’s mega-projects are centered, some ASEAN economies. This iswhere the connection to 20provinces intheregion and Nakhonratchasima has ageographical Having long been thegateway to theNortheast, those from nearby BuriRam andChaiya Phum. of 2.8 millionNakhonratchasima residents and project therefore targets thepurchasing power attraction for over 5milliontourists ayear. The industries are located. Itisapopular tourist industry, andelectronics andhigh-technology prime industrialcenters where theagricultural province isalso regarded as oneofthecountry’s projects, particularly housingprojects. The rapid urban growth andexpansion ofproperty the national average. Nakhonratchasima sees -the highest inthenortheast andhigherthan hub withGPPgrowth ofaround 8%peryear Nakhonratchasima, anortheastern economic The project issituated onastrategic site of POTENTIAL 059 PROGRESS Under construction, planned as progressing and budgeted OPENING SCHEDULE for is planned project The in the second inauguration of 2016. quarter INVESTMENT MB (excluding About 1,900 in Robinson investment which Department Store, is under the responsibility Department of Robinson Store) CENTRALPLAZA THAMMARAT NAKHON SI hub, which also accommodates IMT-GT IMT-GT accommodates which also hub, Triangle). Growth (Indonesia-Malaysia-Thailand to airport is being upgraded provincial The also province The airport. a customs become Distribution Merchandise the Southern houses logistics rail which provides Song, Center-Thung as serves also It AEC. the upcoming for and a para-rubber agricultural key Thailand’s industry on a with a tourism industrial hub, million tourists than 1.7 rise and no less popular and natural historical many Its on average. a year tourists draw increasingly attractions tourist those from notably abroad), and (domestic residents local give which is bound to Malaysia, businesses related while revenue, increasing the overall In addition, benefit. bound to are promising, appears situation market residential grid of a transport the development by buoyed an investment to thus leading and urban growth, to income more growth, high economic boom, and more mention more not to workers, a higher need implies labor-which returning of expansion are Evident accommodation. for and other investors; local by projects real-estate which will promising, highly look projects these business for opportunities open up new neighborhoods. in emerging development the accommodates therefore project CPN’s in the groups of target power high purchasing neighboring provinces- its as well as province and those residents Nakhonsithammarat drive) hour’s (one living within 120 kilometers and Phatthalung), (Trang provinces in two in million shoppers than 2.7 more altogether a year. million tourists than 1.7 more to addition POTENTIAL with one as is regarded location project’s The whose in the province, enormous potential the most 1.5 million, exceeds population a GPP of With province. Southern populous the is Nakhonsithammarat MB, 155,000 over the to gateway economic/trade/investment logistics with its AEC accommodating South, SIZE the land has (CPN of land About 50 rai of 150,000 area project with a total ownership) sq.m. 125,000 of which CPN owns sq.m., and Department Store of Robinson Consisting PowerBuy, Market, Tops like anchor tenants the project Mate, and Office SuperSports, B2S, international leading than 250 more houses styles. various of outlets and food outlets brand modern featuring hub, Being an entertainment in front plaza activity and an outdoor cinemas can the project of the shopping complex, than 1,500 cars. more accommodate LOCATION intersection Hua Thanon near 403, On Highway of various a junction Road, of Ratchadamnoen transportion. transit mass ANNUAL REPORT 2014 060 OVERSEAS PROJECTS launched in2017. and approval deliberation. upand The projectisexpectedtobewrapped November 2014. andinvestment Itsformat capitalareunderinvestigation and growth. investment ismade onthepath ofsustainability decisions to for maximum effectiveness ofinvestment undergone stringent feasibility assessment business. Allprojects undertheplan have opportunities, andsuitability to CPN’s markets blessed withpotential, business or associated risks ineach country to screen political, industrial, competition, business laws, variety ofaspects, whether economic, social, appointed to investigate target countries ina are considered. Aworking committee was conditions, competition, andbusiness risks investment risks. Indoingso, different market to expand its business base in Asian countries inves contemplating overseas For thepast five years, CPNhas been fromthesefive projects,Apart the ensure that its overseas with higheconomic potential, while diversifying tment, especially Central Phuket and develop overseas pr countries, whichhas enabled CPNto analyze Group, aprecedented investor inthese Today, CPNhas thedata supportofCentral boost competitiveness inagiven country. markets rapidly, efficiently, androbustly to business allies soas to penetrate new may undertake jointinvestment withoverseas areas withgreat potential. To thisend, CPN complexes as well as brand-new projects in include therenovation ofexisting shopping on Malaysia andVietnam. Overseas projects S opportunities in CPN looked into additional investment urbanization, androbust industrialgrowth. underpinned by Malaysia’s economic outlook, opportunities andgrowth potential, retail commerce there to beblessed with shopping complex abroad, since itenvisions CentralPlaza i-City project as its pioneering At thisstage, CPNhas participatedMalaysia’s in projectwaspublicized in outheast Asia, withafocus ojects more efficiently. 061 About RM 740 million or million or About RM 740 million (total THB 7,400 whole for investment including project in department investment with which CPN store in the 60% stake holds joint venture) PROGRESS in the design Currently for and application stage permit. a construction OPENING SCHEDULE is expected Construction in 2015 and start to in 2017. inauguration INVESTMENT CENTRALPLAZA i-CITY sq.m. Intended as a Regional Mall, CPN is Mall, a Regional as Intended sq.m. and development, of the design, in charge a clear will make project The management. industry, retail Malaysia’s to differentiation and Thailand from brands bringing in leading over for A parking area innovation. design store will be provided. 3,300 vehicles POTENTIAL “Malaysia in the i-City is situated project The technology new Malaysia’s Cybercenter”, an as is planned project The of 72 acres. city of in the west center community integrated center, a main business serving as Selangor, zone and a recreational area, a residential a entertainment, with complete equipped for space office center, a cyber , a housing complex, a hotel, businesses, leading a snow park, a water as well as shops, retail as planned It is also and a Ferris wheel. dome, spot with night lighting decoration. a tourist to will be developed center arts A performing customers target The tourists. more attract of Shah Alam, residents some 600,000 are groups, upper-income to middle comprising with high group the middle-income noting that 5 over The is mushrooming. power purchasing and those from of Selangor million residents customers. potential also are states nearby SIZE the under of land rai) (28 acres 12.12 A total of 290,000 area project with a total ownership, In Section 7 of Shah Alam City, Selangor, 22 22 Selangor, City, 7 of Shah Alam In Section and between Lumpur Kuala from kilometers and Highway (Federal main highways two Directly Highway). Klang Baru Lembah the site Highway, the Federal to connected Lumpur, Kuala from access convenient has and Shah Alam. Klang, LOCATION JOINT VENTURE with company up a joint-venture CPN set of an affiliate (ICP), Bhd. Sdn. Properties i-City on the company a listed I-Berhad, Malaysia’s property in the engaged Exchange Stock Bursa CentralPlaza develop to business, development in the 60% shares CPN holds project. i-City in registered an affiliate through project The 40%. the rest ICP holds while Malaysia, CPN hire to agreed has company joint-venture the property. manage to ANNUAL REPORT 2014 062 & ISOST UN T IIN NO REALITY. INTO ITSVISION MISSIONS TO TURN ON BASED THE VISION, CPNSTRIVES TO ACCOMPLISH FOUR REWARDING EXPERIENCE” RETAIL PROPERTY DEVELOPER WITH WORLD-CLASS “TO BE THE MOST ADMIRED AND DYNAMIC REGIONAL VISION MISSIONS 063 04 EXPERIENCE REWARDING WORLD-CLASS delivering be the shopping mall destination “To those superior to shopping experience world-class have we that in all markets of our competitors in” presence CPN is not just a that recognizing Constantly of a deliverer but also developer, shopping center all that ensure we everyone, to happiness due pay our shopping centers of components shop through users-whether service to attention staging and novelty, diversity for aimed selection amenities. or complete activities, of interesting and world- high standards that CPN is convinced which is leadership, market to lead qualities class world- attaining to committed always are we why our world- that convinced are We status. class the put CPN at can experience happiness class of regional the top mind and at of customers’ top list in the future. developers’ shopping center 03 DEVELOPER REGIONAL RETAIL and be in the region leader a potential be “To we that in all markets threat as considered in” operate growth, sustainable steady, to CPN is committed organization. being a regional step with the next a becoming to committed are we end, this To rapidly with developer, property retail renowned prospective Our projects. regional successful prudent, after identified clearly are markets and plans with business deliberation, strategic promptly can that plans formation alliance the All the time, opportunities. business address for themselves develop teams and its organization overseas operate to and readiness the capability envisioned. as business 02 DEVELOPER RETAIL DYNAMIC and merchandising formats retail new create “To customers’ our targeted with fit better mix that changing lifestyles” dynamicity customers’ that recognizes CPN fully customers By the minute, challenge. a key poses complicated more higher expectations, have CPN’s information. to access and ready needs, shopping centers its pushes dynamicity own to cater to sophistication greater toward stops CPN never this end, To lifestyles. customers’ selects shopping centers, for formats inventing both modern are that shops and outlets novelty advanced applies needs, customers’ and match stages services, customer to technology new create to and unique activities outstanding with and synergizes customers, for experiences while needs customers’ to in catering affiliates among service impression maximum striving for users. MOST ADMIRED RETAIL DEVELOPER OF ALL ALL OF DEVELOPER RETAIL ADMIRED MOST STAKEHOLDERS delivering of choice, mall the preferred be “To all stakeholders’ exceed that values extraordinary expectation” delivering by of choice the investor be To > to returns and sustainable competitive partners. and strategic investors, shareholders, of destination experience be the happiness > To world-class delivering by shoppers targeted experience. rewarding partner of targeted most preferred be the To > business delivering by and partners tenants relationships. with long-term together success by choice of employer be the top-ranked To > and opportunities brilliant career offering society. engaged > and community-admired the most socially be To shopping mall positioning CPN’s through brand social responsibility corporate and signature programs. 01 ANNUAL REPORT 2014 064 VALUES CORPORATE CPN’s way and culture. exceed allstakeholders’ expectations while maintaining quality inkeeping with value, passed onfrom onegeneration to anotherto drive value-creation and committed to the and dynamicregional retail property developers. At CPN, each employee is Defining achallenging business vision, CPNaspires to become themostadmired outcomes. positive benefit andimpressive be developed andapplied for performance. Unfamiliar ideas can through outstanding andunique or innovations to improve work and sparks positive ideas, methods, everyone exercises theirinitiatives CPN iscommitted to ensuringthat SATISFYING EXPERIENCES” “COMMITTED TO for related parties andCPNat large. other actions taken withdueregard collaboration, accountability, and credibility, judiciousness, fairness, others through adisplay ofmaturity, trust andachieving acceptance by CPN iscommitted to cultivating “COMMITTED FOR “To beConfidently Creative andStrive for Excellence Together” CREATING FAITH ” and strategies. achievement ofdesired directions value andsupportCPN’s successful self-improvement to supplement well as attention paidto regular mastery ofthetask at hand, as focuses onprofessionalism and all quality-related aspects. Italso due attention andrecognition of push for results against goals with all personnel andtheirability to CPN focuses onachievement by EXCELLENCE “COMMITTED TO maintain friendship withallparties. for andhonortoward others soas to problems withconsistent respect conflicts andcreatively resolve units. Employees should manage both insideandoutside theirown contribution to teams orpeople, information, and wholehearted cooperation, help, support, relations withothers by extending CPN stresses its employees’ cordial PARTNERS” JOINT SUCCESS “COMMITTED TO ” WITH

065 committee The emission. (GHG) gas greenhouse with the a discussion hold to required is also quarter every once least at Force Task CG-SD the CG-SD to progress their work and report a year. twice least at Committee of the People and responsibilities roles The level corporate the at Committee Development unchanged. remain In 2014, the roles and responsibilities of the the of and responsibilities the roles In 2014, were Committee Development Sustainable Governance the Corporate having by adjusted name the committee’s incorporated, Committee Governance Corporate to changed been now has Committee Development and Sustainable of which committee Committee”), (“CG-SD executive of CPN’s composed are members all from officers and high-ranking committee The chain. the value along units business policies, reviews and devises committee while and regulations, plans, work strategies, on sustainable of work up results following a good creating involves which development, operations, business between balance in of life and quality care, environment mission needs The and society. communities and all partners, business staff, from participation meetings committee three least At stakeholders. of some with establishment year each required are below: detailed as supporting committees • and Sustainable Governance Corporate The Force”) Task (“CG-SD Force Task Development at and staff of senior executives - consisting least at meets force task This levels. managerial on policies drive to quarter every once the value throughout development sustainable chain. • Committee Conservation and Utility Energy The and those at of senior executives - consisting development business from levels managerial and the property units, & construction a holds committee The unit. management drive to quarter every once least at meeting as and gas-saving, water, on energy, policies and those on the environment as well SUSTAINABILITY MANAGEMENT ANNUAL REPORT 2014 066 STRUCTURE OFSUSTAINABILITY DEVELOPMENT MANAGEMENT business direction for sustainability. During managed to shapeamore tangible andclearer race, socialstatus, language, andculture, CPN as well as inASEAN, withoutdiscrimination on Experience” to everyone inallparts ofthecountry, and by CPN’s own missionto deliver a “Rewarding based oncorporate Marked by strong determination to runabusiness MATERIALITY MATRIX DEVELOPMENT Energy Assessment Work Team Conservation Committee Energy andUtility governance (CG) principles Operational Team Energy andUtility (Executive Committee) CG-SD Committee CG-SD Task Force Workgroup Committee People Development All Staff development steps: development were formulated through three chain. The strategies that involve sustainable aligned withbusiness strategies along thevalue development. The strategies were integrated and in formulating strategies onsustainable 2013-2014, CPNworked withoutside experts People Development Committee People Development Branch Committee 067 Customer Customer 6. insights & & insights improvement Asset Asset 5. 5. management of sustainability business involving Challenge and utilities resources involving Challenge and trust from in acceptance Challenge human resource involving Challenge 3. Alignment with business strategies 3. were four identified, issues 15 sustainability From through committee Executive by consolidated create that differentiators of key consideration to risks mitigating while opportunities business align and integrate to run as in long the company and 5-year 3-, 1-, them with the corporate’s sustainability material four The plans. strategic are: issues • and tenants partners • management efficiency • at and the society communities surrounding large • Sales & Sales 4. Leasing Design & & Design 3. 3. Construction Land Land 2. acquisitiion Planning & & Planning 1. 1. Funding CPN’s top executives agreed at a workshop on on a workshop at agreed executives top CPN’s (1) of stakeholders: main groups identifying four (3) employees, shoppers; (2) partners; business 15 key Subsequently, communities. and (4) matrix using the materiality analyzed were issues dimensions: the of two in terms prioritization for and the stakeholders of the issue to importance the company. of the issue to importance 2. Prioritization and materializing 2. Critical economic, social and environment issues social and environment economic, Critical analyzing by identified chain were the value along stakeholder the various from obtained information using internationally channels engagement and past be could issues Such methods. accepted pinpointed issues as well as happenings present in mentioned or those plans work in future of in charge and people with executives interviews A total chain. the value throughout stakeholders on the issues four identified, were issues of 15 key on the environmental four dimension, economic on the social dimension. and seven dimension, 1. Critical issue identification 1. chain value CPN’s ANNUAL REPORT 2014 068 process starts from project planning, identifying and effectiveness ofproject development. The relevant units to ensure thehighest efficiency management process by regularly liaisingwith CPN also strives for developing its project Economic Community. in domestic market and beready for theASEAN modernized to maintain their upfront position suitability. Existing stores are constantly selected through in-depthanalysis to ensure its location withpresent andfuture potential is cities inupcountry. To develop aproject, a in bothBangkok Metropolis andmajoreconomic CPN focuses onexpanding its business steadily AND DEVELOPMENT INNOVATION STRATEGY FORSHOPPINGMALLEXPANSION 01 of its business plans. naturally prompts CPNto carry outregular reviews with theformulation ofbusiness strategies. This and business risks are also analyzed inparallel plans andstrategies. Material sustainability issues relationships withstakeholders into its business principles, environmental concerns, and standpoints onsustainability, based onCG operating areas. CPNhas now merged its of livingincommunities andsociety around its growth, CPNrecognizes theraising ofstandards and sustainable business. Inaddition to business short-term success, butenvisages along-standing The company, therefore, does notonly aimfor and withcomprehensive target achievement. CPN aimsto grow its business withsustainability STRATEGIES BUSINESS parallel. quality, while enablingvarious projects to runin period andinvestment cost withinspecified work efficiency by reducing theconstruction and construction standards. This can enhance feedback also plays anessential partinthedesign experience andlessons learned. Customers’ standards, whichstem from its first-hand for store development that conform to its own CPN looks for innovative designs andconstruction returns oninvestment. needs and can add value to thestores withworthy with new offers that can respond to customers’ retail stores ofnew formats, whichwould come moreover, looks outfor opportunities to open planned timeandwiththeplanned quality. CPN, the launch ofagiven shoppingcomplex onthe The project management process also controls a family entertainment center andawater park. of entertainment withinthecomplexes suchas tenants, marketing management andprovision The process also includes communication with merchandising mix, to meet customers’ needs. the mallformat, determining anappropriate more efficiently. CPN to analyze anddevelop regional projects in data, personnel, andothermatters to enable previously invested inthese countries, specifically has thesupportofCentral Group, whichhas with afocus onMalaysia andVietnam. Today it additional studies onSoutheast Asia investment For its regional strategy, CPNhas conducted REGIONAL STRATEGY 02 069 - CPN manages - CPN values the provision - CPN values - To create new experiences new create - To cover the upgrading of existing stores and and stores of existing the upgrading cover Integrated Services Integrated Management Energy-saving Target Marketing Target

• • • on energy-saving with concerns stores its The technology. - friendly and environment and change climate to attention pays company emissions and indirect of both direct reduction use of public efficient values CPN also of GHG. utility of international with application utilities will lead practice The benchmarking standards. for with responsibility expansion business to resource and efficient the environment consumption. to information and customer marketing offering while modernity, the store’s enhance experiences. diverse shoppers both Thais shoppers, for services of integrated of provision including and foreigners, shopping and while and assistance information and shopping amenities. service of security that and convenience create CPN services facilitating while among customers, impression Regular operation. business tenants’ of which conducted, are surveys satisfaction part as analyzed systematically are the results The areas. in various plans of improvement plans a true create to services new developing and shoppers to Experience” “Rewarding partners. the so-called CPN organizes shoppers, for and tenants in which events, signature New part. take to welcome are communities advertising, mobile such as media, advertising used are online media, and various applications campaigns. marketing help boost its to - CPN strives to strengthen to - CPN strives - CPN always tries to adjust adjust to tries - CPN always Merchandising Mix Merchandising Unique Selling Point Point Unique Selling

store unique selling point through its to and exterior, both interior modernization, Some appearances. their eye-catching reinforce transport including added, are features special and development Staff convenience. on focused also are of innovation application to lead will This efficiency. service increase to while trust and satisfaction customers’ costs. operating reducing • • CPN focuses on store management excellence excellence management on store CPN focuses and developing while value, added create to of CPN stores. standards excellence maintaining from remarks time brought over has company The its ensure to analysis into and shoppers tenants decisions. and timely correct 03 AND SERVICE FOR OPERATIONAL STRATEGY EXCELLENCE To this end, CPN has constantly prepared the the prepared constantly CPN has this end, To in those personnel local selecting by organization in and experience with competency countries business its accelerate to shopping centers on CPN business of training way by development shopping CPN-run regional way, That standards. and of CPN components will consist centers in such customers to catering while standards, countries. with the mix in parallel merchandising its and local shops of foreign retail opening of new To trend. up with the marketing keep to brands analyzes regularly the company this end, ANNUAL REPORT 2014 070 issuance ofdebentures andshares to increase the establishment ofproperty funds, borrowings, it seeks fundingfrom othersources, including addition to CPN’s internal cash from operation, flexible fundingto enhance business flow. In CPN places constant emphasis onprovision of FLEXIBLE FUNDINGSTRATEGY 05 organization inparallel withits workforce. is what thecompany aimsfor in developing the individuals. Creation of ‘Rewarding Experience’ up anew recruitment channelto draw capable up theircareer paths as they wish. CPNalso set working skills are provided to grow existing staff employees. Bothfunctional knowledge and developed various training courses for all in-house training center. To thisend, thecompany system andestablished CPNAcademy as an set upanindividual’s career growth planning Giving highpriority to staff career growth, CPN governance principles. for Excellence Together” andcorporate culture of “To beConfidently Creative andStrive of stronger teamwork underthecorporate potential. The company also values thebuilding seriously staff development to strengthen their driver for stability. CPN, therefore, takes very CPN employees represent thecorporation’s main MANAGEMENT DEVELOPMENT AND STRATEGY FORHUMANRESOURCE 04 that strictly regulate its funding. on riskmanagement andfinancialmanagement business. Inthisregard, CPNhas inplace policies opportunities, whichalways adds value to the and can bewell prepared for new investment flexibility inseeking funds for business expansion a balanced financialratio. The company, thus, has efficiently manage its business costs, while having large variety ofsources offundenables CPNto of Real Estate Investment Trust (“REIT”). The expansion. CPNalso studied theestablishment registered capital insupportofdomestic branch volumes, knowledge enhancement, expansion of organization ofmarketing activities to boostsales Tenants receive supportinvarious forms, such as tenants to ensure theirbusiness continuity. is always ready to helpandsolve problems with the benefit has expanded to communities. CPN relationship with tenants and partners, ofwhich focuses onjointplanning while nurturinggood partners andtheheart ofbusiness. CPN, therefore, since tenants are regarded as important business business operation andshopexpansion, provides tenants withanunderstanding of all parties. Itpromotes tenant partnership and multilateral discussions to maximize benefit of feedback andencourages bilateral and business plan formulation. CPNalso gives stored andanalyzed as partofthecompany’s channels. Information obtained issystematically CPN listens to stakeholders’ inputthrough various ENGAGEMENT STRATEGY FORSUSTAINABLE STAKEHOLDER 06 071 Joining tenants in developing in developing tenants Joining Setting up internal benchmarking benchmarking up internal Setting projects value shared co-creation • energy-saving for standards cooperation and expanding measures partners key to • while preserving their respective social values, values, social their respective preserving while to intended are All of these and cultures. identities, forward move to and communities tenants enable and sustainability. with CPN with stability Maintaining use of solar cells cells use of solar Maintaining certified of eight projects Addition LED installed successfully Having Maintaining tenant satisfaction at at satisfaction tenant Maintaining by reducing consumption Energy increasing water Use of recycled Revenue from rent and services, and services, rent from Revenue kWh/year 162,836 to amounted 14001 ISO with 95% in CentralPlaza bulbs for light mall area Salaya’s targeted as the level 2012, year the base from 6.15% 0.15% by the target exceeding 7% by 12% and by growing profit and net 2013 from 16% respectively • • • • • • • government agencies in in agencies government To set up the Energy and Utility up the Energy set To To devise strategic plans on on plans strategic devise To 2. management efficiency and utilities resources involving Challenges • 1. and tenants of partners sustainability business involving Challenges • Progress of Work Plan for Material Sustainability Issues in 2014 Plan Work of Progress Plan Work and Performance Progress Forward Way Goals and sales channels, and opening of commercial of commercial and opening channels, sales CPN small entrepreneurs. for opportunities with cooperates developing and upgrading community wellbeing, wellbeing, community and upgrading developing on work to Committee Conservation involving of policies integration the saving, and utility energy and GHG emissions environment, with relationship sustainable on with emphasis stakeholders, partnership tenant ANNUAL REPORT 2014 072 outside Thailand business growth, bothinand CPNbrand ambassadors to support potential staff andgroom themas long-term plans ondeveloping values andactivities to create shared organizations indeveloping projects agencies andnon-profit okPa Pors n efrac Goalsand Way Forward • Progress andPerformance Work Plan • Challenges involving acceptance andtrustfrom surrounding communities 3. andthesociety at large . Challenges involving humanresource 4. Setting upmedium-term and To cooperate with government • • • • by 3% peer businesses comparable to thelabor market of for three consecutive years and standards ofThai shoppingcenters Association inupgrading safety ofThai ShoppingCenter 13%ofthetotal marketing activities Engagement Project accounted for Staff engagement score increasing Staff resignation rate staying stable Joining handswithother members Activities underCommunity • • • community engagement projects thesurvey results for expanding surrounding communities anduse personnel (%Regrettable Loss) departure ofhigh-potential ofstaff inkey positionsto reduce manner shared value projects inasystematic Carrying outasatisfaction survey in Developing guidelines onretention Developing shared co-creation 073 of provisions reversals from MB income A 66.25 capital raised CPN successfully In April 2014, • in a investment of long-term impairments for Siam Retail namely company, related in the 4Q14 incorporated Ltd., Co., Development the financial to notes (See under other income. FY2014: • of of partial properties a lease through the CPNRF, Chiangmai Airport to CentralPlaza in 23.53% MB and re-invested 10,496 amounted of CPNRF. units investment of the additional of the percentage hold CPN to leads This the after 26.69% in CPNRF to investment lease afore-mentioned The increase. capital under booked totally was amount received and would income and service rental unearned basis straight-line on a be recognized period of 30 years the lease throughout accounting accepted generally to according the ownership CPN has that given principles 30-year into and entered and building land over with the contract lease and building land the assist this should this end, To CPNRF. each consistently revenue in realizing company year. fee MB execution a 157 CPN booked In 2014, with the CPNRF in proceeding from received in CentralPlaza of the properties lease in other income Chiangmai Airport incorporated with asset associated cost and a 128 MB finance CPNRF. into monetization in the 4Q13 under other 9 incorporated Rama the financial statements to notes (See income. 28) Item 2013, 31 December ended the year for line covered in government spending and a pick- government of provisions reversals from MB income A 377 FY2013: • The Thai Retailers Association’s overall retail overall Association’s Retailers Thai The the following 3.2%, by rose in 2014 index sales albeit economy, Thai of overall growth continual re which gradually pace, a slow at ECONOMIC DIMENSION ECONOMIC FINANCIAL PERFORMANCE REVIEW OVERVIEW PERFORMANCE 2014 COMPANY’S Softened economy. of global with sluggishness sentiment was retail and subdued economy Thai in 1H14; situation political by affected on the moved economy the overall nevertheless, the by supported in 2H14 path recovery of acceleration the end of at sectors and export up in tourism the year. (“CPN”) Limited Company Public Pattana Central and net in revenue growth continuous achieved economy Thai that despite another year for profit CPN 2 years. past in the rate a slow at thrived had to according launch successfully to still managed namely projects, new two plan expansion strategic Salaya and CentralPlaza Samui CentralFestival customers from responses with well-received and tenants. profit net consolidated its CPN reported FY2014 with total 16% y-o-y by increased MB, of 7,307 of 23,891 income) investment (excluding revenues 11% y-o-y. by grew MB, incorporated financial results FY2013 and FY2014 items: non-recurring the following PERFORMANCES Grand CentralPlaza at of assets impairments for ANNUAL REPORT 2014 074 Leasehold Property Fund(“CPNCG”), ofwhich (“CPNRF”) andCPNCommercial Growth to CPNRetail Growth Leasehold Property Fund include theproperties whichhad been transferred residential properties (totaling 62units). These projects intheprovinces), 7office towers, and2 shopping centers (11projects inBangkok and14 As ofDecember 31, 2014, CPNmanaged 25 increased by 13%y-o-y. services in1Q13, FY2014 total revenues would have of 2012recorded inrevenue from rent and In addition, ifexcluding backdated service income long efficiency inorder to maintain its margin inthe term. forwards withimproving productivity and margins. Continuing in2015, CPNwillmove andtheeconomy ofscale, reflecting inhigher debenture to refinance high-cost borrowings, to partialdebtprepayment andissuance of management, lower interest expenses owing in 2014 operation in2013. andCentralFestival Hatyai after starting Ubonratchathani, CentralFestival Chiangmai • • • • and 11%y-o-y respectively primarily dueto have recorded 7,231 MBand23,668 MB, up21% consolidated net profit andtotal revenues would Without thenon-recurring items, FY2014 2014, Item 11) statements for theyear ended 31December Efficientcost &administrative expense Solid performance ofhotel businesses Contributions from two new projects launched The full-year operation in2014 ofCentralPlaza 1,469 to 1,521Baht/sqm./mth. of otherretail properties grew 3.5%y-o-y from malls in2014, thesame store average rental rate CentralFestival Hatyai, and thetwo newly opened Ubonratchathani, CentralFestival Chiangmai, CentralWorld (including The Groove), CentralPlaza properties were 1,510Baht/sqm./mth. Excluding FY2014, the average rental rate ofallretail anchor. that unoccupied for awhile withanew fashion replacement ofvacant area ofananchortenant CentralPlaza ChiangmaiAirportafter the CentralPlaza Bangnaafter renovation andat contracts. Higheroccupancy was shown at of tenants duringrenewal ofexpired 3-year Rama IXwas temporarily down dueto thechange despite that occupancy at CentralPlaza Grand retail properties remained highat average of96% At year-end 2014, theoccupancy rate for CPN’s rooms), butoutsourced theirmanagements. CPN owned 2hotel properties (totaling 561guest CPN acts as theproperty manager. Inaddition, • confirming awell-diversified portfolio, driven by services increased by 12%y-o-y to 20,375 MB, FY2014 consolidated revenues from rent and Revenues from Rent andServices Total Revenues FINANCIAL PERFORMANCE andCentralFestival Hatyai that came into full- Ubonratchathani, CentralFestival Chiangmai, Full-year contributions from CentralPlaza 075 and costs of operating realization Full-year of and depreciation costs operating Additional and costs and maintenance repair Increased Costs of rent and services constituted utilities, utilities, constituted and services of rent Costs personnel, on-site services, & cleaning security & repair & amortization, depreciation rental, land and premium and insurance costs maintenance rentals. earn to owned of properties tax property by increased and services of rental costs FY2014, to due mainly MB, 10,522 to 10% y-o-y factors: of the following effects compounding • in launched projects of the new depreciation 2013. • in 2014. launched projects the new • in general. expenses personnel Costs of Food and Beverage of costs constituted and beverage of food Costs as well as centers, in-mall food operating of costs maintenance & and repair depreciation and and furniture, equipment center food costs. decoration by increased and beverage of food costs FY2014, from primarily stemmed 780 MB, to 13% y-o-y as in 2013 and 2014 launched courts food new mentioned. previously Pattaya Hotel, regardless of a slowdown in foreign in foreign of a slowdown regardless Hotel, Pattaya political on Thai concern due to arrivals tourist in 1H14. uncertainty Costs Total and Services Costs of Rent recognition the revenue from revenue Increased launched projects new two from Contributions Revenues from Hotel Operations from Revenues non-core CPN’s considered are operations Hotel reported operations hotel FY2014, businesses. thanks 958 MB, to growth revenue a 6% y-o-y by driven of both hotels performances strong to & Hotel of both Centara higher RevPAR Udonthani and Hilton Centre Convention Revenues from Food and Beverage from Revenues sales 11% y-o-y an posted the business FY2014, mainly was increase The MB. 975 to growth in 2013 opened courts food the new to attributed CentralPlaza at in 2014 operated and fully Chiangmai, CentralFestival Ubonratchathani, in opened and newly Hatyai, CentralFestival and CentralPlaza Samui, CentralFestival at 2014 growth sales with an impressive together Salaya, Pinklao, CentralPlaza Udonthani, CentralPlaza at 3, Rama CentralPlaza Suratthani, CentralPlaza Rattanathibet. and CentralPlaza • in their launches after in 2014 operations scale 2013. • in CentralPlaza of the properties the lease for of the CPNRF and share to Chiangmai Airport In CPNRF. in the investment from profit the received also CPN had addition, from manager a property as fee management from revenue time, the same At the CPNRF. part of the as Chiangmai Airport CentralPlaza CPNRF had (partial) to properties of its lease 2014. April 23, since CPNRF to transferred been and Samui Salaya. CentralFestival i.e. in 2014, CentralPlaza ANNUAL REPORT 2014 076 back offices at new shopping malls. to launch in2015. CentralPlaza Salaya as well as for new malls openingevents ofCentralFestival Samui and ones. expansion andyearly salary raise for existing numberofemployees to supportbusiness of costs &expenses management. the growth inrevenues earned andtheefficiency year. The improvement of profit margins reflected in Operating Profit ratio to 35.6% from 34.5% last income) to 47.9% from 47.0% prioryear andarise increase inGross Profit ratio (excluding other operating costs andexpenses, resulting inan 10% y-o-y increase intotal corresponding experienced agrowth of12%compared to amere FY2014, total revenues from core businesses Gross Profit Ratio&OperatingProfit Ratio • • • 6% y-o-y increase to 3,667 MB, led by FY2014, total administrative expenses recorded a equipment andhotel properties. depreciation andamortization ofoffice office supplies, professional fees, and expenses onpersonnel, marketing &promotion, Total administrative expenses constituted Administrative Expenses in hotel revenues. up 2%y-o-y. The rise incosts reflected thegrowth FY2014 costs ofhotel operations posted 315MB, Costs ofHotelOperations Increased depreciation ofequipment for the Marketing andpromotional expenses for the Higherpersonnel expenses from theincreased performance was primarily attributable to y-o-y. The y-o-y continuing growth for theCPN’s normalized net profit would have grown by 21% recurring items occurred in2013and2014, an increase of16%y-o-y. Excluding thenon- FY2014 consolidated net profit posted 7,307 MB, Net Profit • • • in2013 to only 16%in2014. SG&A to core revenues decreased from 18% - scale. management programs andeconomy of reflecting efficient &effective cost andrevenues from hotel operations), items), revenues from food andbeverage, rent andservices (excluding non-recurring increase incore revenues (revenues from significantly lower thanthe14% y-o-y Similarly, the6%y-o-y increase inSG&A was - 8%y-o-y respectively. operation businesses increased 17%, 2%, and services, food andbeverage, andhotel recurring items, gross profit ofrent and inhighergross margin. Excluding non- retail andthehotel businesses, reflecting thantheincrease inrevenues, especially the The increase incosts was noticeably - lower projects in2014. projects launched in2013. Efficientcosts andexpenses management: The contributions from two newly opened The full-year contributions from three new 077 CAPITAL STRUCTURE CAPITAL approximately was 2014 year for CAPEX Total MB asset 1,001 comprising 11,218 MB, MB new 10,217 projects, enhancement acquisitions. and land developments capital raised CPN successfully In April 2014, of of partial properties a lease through the CPNRF, Chiangmai Airport to CentralPlaza in 23.53% of MB and re-invested 10,496 amounted of CPNRF as units investment the additional should transaction This earlier. mentioned financial position by overall CPN’s strengthen capture to and flexibility base capital enhancing its in a bid in the future opportunities growth more position and competitive our leading maintain to Furthermore, our counterparts. over advantage debts prepay to be used would partial proceeds capital. working for reserve to and/or of debts new CPN raised During 2014, MB 2,000 comprising MB, 7,600 approximately MB long-term and 5,600 borrowings short-term bonds and loans unsecured and repaid borrowings MB. 11,423 totaling (or approximately Baht 7,400 million) regional regional million) Baht 7,400 approximately (or Darul Selangor Shah Alam, i-City, shopping mall at Malaysia. Ehsan, Baht 7,400 approximately investment For the total with its the projects CPN will finance million, proceeds and/or flows of cash source internal of issuance and/or bank loans future from offering future from proceeds and/or debentures Investment Estate of Real units of investment (REIT). Trust Overseas Expansion with I-City Agreement a Joint Venture CPN signed wholly- an I-Berhad (“ICP”), SdnBhd Properties a joint venture, establish to subsidiary, owned will subsidiaries local its in which CPN through a 40% stake. and ICP will hold a 60% stake hold million a RM 740 will develop joint venture The Currently, CPN’s six new projects are under under are projects six new CPN’s Currently, namely phase, and design construction of Thailand), (east Rayong CentralPlaza suburb), (Bangkok WestGate CentralPlaza CentralPlaza (Bangkok), Ville East CentralFestival of Thailand), (northeast Nakhonratchasima (south of Nakhon Si Thammarat CentralPlaza recently projects new including Thailand), i.e. 2014 12, on November announced and the (south of Thailand) Phuket Central projects, existing of two enhancement asset and CentralPlaza Pinklao CentralPlaza namely 2). Bangna (Phase Domestic Expansion FUTURE DEVELOPMENTS its increase CPN aims to plan, 5-year Under its rate annual growth a compound at revenues increase, rental per annum through of 15% (CAGR) project and new enhancement, asset continuous portfolio its grow to targets CPN development. projects 3 new approximately adding by CPN urbanization, In light of Thailand’s annually. vicinities, in Bangkok’s business its will expand study CPN will also In addition, and the provinces. shopping modern introduce to other formats markets overseas as well as the market to malls in the long-term. growth sustain to ANNUAL REPORT 2014 078 as near-term investment. equivalents, andcurrent investments willbeused retained earnings. Those cash andcash investments temporarily in4Q14 andincreased of cash and cash equivalents andcurrent Airport to theCPNRFincluding higherbalance the transferring partofCentralPlaza Chiangmai repayment andpartialdebtprepayment after times inprevious year as aresult ofdebt at 0.29 times, considerably decreased from 0.49 Net interest-bearing debtto equity ratio stood 4.25% in2013. interest rate of3.89% perannum, down from floating interest rate withaweighted average MB prioryear, comprising 81%fixed and19% bearing debts decreased to 16,019 MBfrom 19,842 As ofDecember 31, 2014, outstanding interest- 549 MB, down 32%y-o-y. during 2Q14, finance costs would bedropped to associated withasset monetization into CPNRF mentioned above. Ifexcluding 128MBfinance cost repayment andpartialdebtprepayment as decreased by 17% y-o-y, thanks to debt Finance costs in2014 registered 677 MB, payout ratio oftheFY2014 net profit. dividend payment represents a39.90% dividend at theshareholders’ meeting inApril2015. The share (2,468 MB)in2013, pendingtheapproval FY2014 performance, compared to Baht0.55 per per share (2,917 MB)dividendto bepaidfor the CPN’s Board ofDirectors has proposed Baht0.65 DIVIDEND PAYOUT 079 Behavioral dimension - concerning dimension - concerning Behavioral and setting targets for all units concerned, CPN concerned, all units for targets and setting and standards international adopted has 14001, 50001 and ISO ISO as such practices in indicators performance its them as and uses adapted also company The of work. this area from learned techniques energy-saving projects, new into projects in existing experiences environment- for looking continuously while utility for methods innovative friendly its shaped has in this respect, CPN, management. dimensions, in three method management utility which run in parallel: (1) efficient dimension - following Management such as standards, management energy management 50001 and environmental ISO (2) preventive technology dimension - comprising real-time by with controls 14001 ISO Technical efficiency machinery measures, maintenance and test, re-commissioning assessment, techniques environment-friendly of other new adaptation (3) about energy of knowledge management and training, providing utility-saving, and and environmental nurturing energy-saving parties. among concerned values awareness on the climate, on impacts In line with the policy Committee Conservation and Utility the Energy reduce to ways out a study for carried this year calculation footprint on the carbon GHG based Gas Greenhouse of Thailand method Organization) (Public Organization Management up more draw is to This 14064-1. and ISO (TGO) of GHG the control for measures concrete (1) of work: steps four involve These emissions. run Pilot (2) methods, find out suitable - to Study namely: namely: cover resource and and resource cover covers in three areas, climate change climate Energy and Utility Management highly CPN has of operation, the years Over since management, and utility energy valued of business the major component constitute they of all up 90% makes consumption Power costs. and gas. water by followed utilities, involving costs committee a working establishing to In addition environmental management and, consequently, consequently, and, management environmental Conservation and Utility it the Energy renamed the by policies drive to framework The Committee. committee ENVIRONMENTAL DIMENSION ENVIRONMENTAL on energy policies its implements CPN deliberately with in parallel conservation and environmental ambition its Besides operations. those on business in which fluctuate costs, operating reduce to CPN recognizes the oil price, to response in 2014 Therefore, change. on climate impacts the roles and expanded adjusted the company Conservation of the Energy and responsibilities also to Committee 1. which also management, and utility Energy covers management 2. and waste Garbage management Ecology 3. includes management of the environmental Part to related and regulations with laws compliance the environment on impacts in its the business Supervision, disasters. of natural and impacts are and risk assessments analyses, follow-ups, both parties, responsible out by carried strictly CPN 2014, During and annually. quarterly or the law breach to not found were operations impact. environmental any cause ANNUAL REPORT 2014 080 21 2 69 4,8 278 Consumption 282 284 349,484 GasEmission 241,674 237,633 659 (Ton 595 (GWh) 585 456 CO 448 23 20 18 15 SpecificEnergy 2014 14 2013 2012 Scope-2Greenhouse 2011 Power Consumption 2010 NumberofProjects Year to widely sharingtheknowledge amongall. saving standards ofeach company ineach project The process starts from benchmarking energy- in building upknowledge aboutenergy-saving. CPN also joinsinCentral Group companies general public. proper understanding and, subsequently, to the are thencommunicated internally to ensure a appropriate measures. Findings from theanalysis from theprocess to ananalysis to findout and (4) Action -to bringwhat has been learned considered suitable for theorganizational context, sites, (3)Guarantee -to apply for standards - to collect data andmake analysis at 3-5selected at thenational level. for efficient useofenergy amongpeer companies energy-saving experiences to develop standards through Thai ShoppingCenter Association to share CPN also cooperates withindustrypeers greenhouse gasreduction Performance onenergymanagement and improvement from theprevious year. Consumption (SEC) index that shows a3% of energy, evident intheSpecific Energy million baht, whichresulted inmore efficient use techniques to 23malls at aninvestment of91 In 2014 CPNapplied energy conservation 315,597 281 310, 086 288 2 -e) (kWh/m -e) 2 ) 081 Investment 2 .co.th/sustainability. .co.th/sustainability. Technical dimension: Technical * means all techniques applied; more than one technique may be applied to one project. to be applied may than one technique more applied; all techniques * means on www.cpn is presented measures of other technical Detail and behavioral dimension: process Management of the speed and of frequency reduction e.g. of chiller’s adjustment unit, air-handling of and reduction point, set temperature etc. time, operating equipment’s 28* 4,168,362 2,209 0.06 Application of solar cells as renewable energy energy renewable as cells of solar Application of installation such as Other measures of and adjustment escalators automatic 2 system the air-conditioning 162,836 9 86 745,108 395 - 8.44 Installation of Variable Speed Drive (VSD) (VSD) Drive Speed of Variable Installation system on the cooling functioning tower of cooling Improvement 8 and light bulbs of the lighting system Change 5 1,793,943 6 2,556,724 951 292,759 1,355 6.17 155 35.11 1.67 chiller Use of high-efficiency 5 3,021,254 1,601 39.46 measures Energy conservation Number of Power CO Ton reduced (kWh/year) (estimated) CPN applied during 2014 projects consumption reduced baht) (million 082

POWER CONSUMPTION BY Water Management Performance PRIMARY SOURCE IN 2014 Most water used in CPN operations is piped % Contribution Change from 2013 Increase water supplied by either Metropolitan Waterworks Decrease Authority or Provincial Waterworks Authority. 23% Ground water and reused water is also used in COMMON AREAS mall management. In 2014, CPN consumed a 1% total of 8,206,773 cubic meters of water (including 49% reused water) in the operation of 23 stores. Water RETAIL SHOPS consumption efficiency was up by 2% from last 2% 28% AIR-CONDITIONING year based on a same store basis, due partly to 1% the automatic toilet system installed to replace old equipment. CPN also achieved a 7% increase Management of Greenhouse Gas Emissions in the reuse of water, representing a total amount of 217,503 cubic meters, which resulted from the Recognizing the impact of power consumption on improved water-recycling system at CentralPlaza the climate caused by mall management, in 2014

ANNUAL REPORT 2014 REPORT ANNUAL Chonburi and CentralPlaza Khonkaen, where 56% CPN assessed the situation and found out ways to of water for consumption comes from reused reduce carbon dioxide (CO2) emission in its water (excluding data from CentralPlaza operations in parallel to achieve maximum energy Chaengwattana, where the system was efficiency. The company opted for carbon completely installed during the year). Water footprint calculation with reference to Guarantee consumption in common areas rose by 2%. With of Origin defined in Greenhouse Gas Protocol water-recycling measures and other measures, (GHG Protocol). Here, only CO2 emission (Scope-2 water consumption in the air-conditioning system emission), which involves GHG emission from fell by 2% and in parking areas by 4%. In 2014, the power consumption (indirect emission) is CG-SD Committee agreed on the target to make presented. use of reused water in another nine projects within

CO2 EMISSION (SCOPE2) three years.

CPN CO2 Emission (ton CO2-e) 2 Carbon Intensity (kg CO2-e/m ) 400,000

350,000

300,000

250,000

200,000

150,000

100,000

50,000

0 2010 2011 2012 2013 2014 083

Year Number of Projects Water Consumption Water Consumption % of recycled included in the calculation (cubic meter) per area unit (m3/m2) water

2012 18 6,474,380 3.19 No report 2013 20 7,607,649 3.60 3 % 2014 23 8,206,773 3.46 7 %

WATER CONSUMPTION BY AREA CPN observes the laws in its waste water OF OPERATION IN 2014 management under ISO 14001 standards. It has a guideline to have waste water treated at each % Contribution Change from 2013 Increase project’s water treatment pond before releasing Decrease 18% it to public water sources. The quality of waste WATER USED IN AIR- 3% CONDITIONING SYSTEM water is inspected at least every quarter by an 2% REUSED WATER % UNCHANGED outside agency with an ISO/IEC 17025 certificate. 1% CPN also supports the use of biotechnology for WATER wastewater treatment. In 2014, 14 projects under CONSUMPTION 47% IN PARKING AREAS CPN management received ISO 14001 certificates, 4% WATER CONSUMED BY RETAIL SHOPS accounting for 61% of all projects (excluding those AND TENANTS 31% % UNCHANGED launched during 2014). The company aims to have WATER CONSUMPTION another five projects so certified by 2015. IN COMMON AREAS 2% CPN has now expanded its scope of work on Garbage and Waste Management waste management to its supply chain. MoUs were signed between CPN and construction contractors CPN has a policy to reduce and segregate garbage to encourage reduction of consumable materials, in a closed waste piling shelter while encouraging use of local contents, and recycling of some retail shops to sort out their recyclable waste construction materials. The agreement also calls under ISO 14001. In 2014, CPN sent a total of for reduction of waste caused by the construction 61,020 tons of waste from 23 stores for proper work and for proper waste management. treatment, an increase of 6% on average per CentralFestival Samui was selected as the pilot store from the previous year. The greater volume project, where construction sand was reused as of waste was caused by the full-scale opening aggregate for laying parking pavement and of three projects, namely CentralPlaza pavement subbase around the project. Ubonratchathani, CentralFestival Chiangmai, and Furthermore, scraps of concrete piles were CentralFestival Hatyai. Of the total waste, 52% brought for making retaining walls, project sign was general garbage, 42% wet garbage, and 6% foundation, and part of office floor foundation, chemical and infectious garbage. and so on. ANNUAL REPORT 2014 084 CentralPlaza Ubonratchathani. over 30types ofnative lotus inthefront poolof around each project area, suchas conservation of decoration. CPN, moreover, conserves local flora local sources for construction andfor interior that are officially certified orusewoods from CPN also requires contractors to useonly timbers replanted. management, over 500trees were uprooted and Salaya. Ever since CPNstarted apolicy onecology CentralPlaza Pinklao for replanting at CentralPlaza is seen intherelocation ofalarge tree from the project development iscomplete. Anexample carefully uprooted and, later on, replanted when ecology. Large trees grown ontheland would be agreement withthecity’s characteristics andlocal landscape architecture designed inthehighest or conservation areas. CPNhas theprojects’ cities andnear communities never inrestricted site. CPNprojects are mostly developed inmajor conserves theecology around each construction outside experts. The company takes care ofand projects’ ecology andseeks consultation from have undergone renovation. CPNlooks into in allnew projects, as well as thoseprojects that CPN has aconcern onbiodiversity andecology Ecology Management for listening to theirviews, as illustrated intable: stakeholders andestablishes various channels company has concerns onallgroups of fostered its relationships withstakeholders. The As oneofthecorporate strategies, CPNhas Stakeholder Engagement SOCIAL DIMENSION

085 Satisfaction surveys Satisfaction

ð ð ð ð Call Center / Direct line Direct / Center Call

ð ðð Whistleblower

ð ð ðð ðð ðð ð ðð ð ð ð

Receiving complaints Receiving

ðð ðð ðð and recommendations and

ðð ðð

• • •

Listening to opinions opinions to Listening ðð ðð / /

• • Meetings

ðð ðð Q D working teams working

ðð ðð Visits by executives/ by Visits • • • • • • • • • ðð ðð / / • • Carried out by Central Office Central out by Carried ðð Stakeholders opinions stakeholders’ Communication channel to receive

Carried out by Branch Operation Unit Operation Branch out by Carried • The media media The competitors Business Association) Shopping Center the Thai (through Y Y Creditors Shareholders Creditors and Independent agencies Government organizations Staff communities Surrounding (contractors) Partners Y W/M/Q Q N W Shoppers shops / tenants Retail Shoppers Y D Q D Y

D = Daily Q = Quarterly Y = Yearly W = Weekly M = Monthly N only project = New

086

1. 2. 3. 4. Hearing of stakeholders’ Integrating risks found Formulating strategies Formulating policies Policies from voice through in each branch’s in response to key and plans on stakeholder CG-SD Committee various channels operation into policies stakeholders engagement

The hearing of stakeholders’ voice can take place More details about stakeholder engagement are throughout the value chain, starting from project presented on page 117 initiation, design, construction, layout design of Human Resource Development and Management retail shops, to organization of marketing

activities and store administration. All suggestions CPN recognizes that managing “the entire and recommendations are collected and company workforce” is like managing a small analyzed by the units with direct responsibility. society within a large society. When members Corrective actions are promptly taken, while of the small society are happy and realize their feedback is given through appropriate channels. values, they are ready to pass on good things to Special attention is paid to suggestions and customers, partners, and communities. A key ANNUAL REPORT 2014 REPORT ANNUAL recommendations from the four main groups of challenge in human resource management is to stakeholders which, after analysis and in-depth equip employees with knowledge, skills, and a discussion, will be integrated to identify each sense of belonging to the organization. They are year’s risks and issues involving sustainability. like CPN’s brand ambassadors everywhere CPN The process benefits formulation of strategies operates. To achieve this in the long term, in and business plans. 2014 CPN drew up a plan on human resource development and management, in which three key challenges are identified:

• Bridging the vacancy gap • Enhancing people’s capabilities • Becoming an employer of choice 087

Bridging the Vacancy Gap in the project. Fourteen of them were recruited as staff in companies, while six were In 2014, CPN adjusted its recruitment method accepted to training programs. by using various different tools in response to business needs to ensure that new recruits can To be in line with the plan to expand the business perform their duties with highest efficiency. In to the provinces in all parts of the country and addition to each person’s specialization, CPN as part of the plan on job creation and income has a concern on individuals’ sustainable growth distribution, CPN gives priority to recruitment of with the business. This is in accordance with the capable and skillful local people. The company organization’s core values. Selection of candidates also encourages transfer of staff to their for executive positions from within the company is hometowns to make them happy with the jobs a policy to provide opportunities for staff to climb they have, so as to have staff included as part of their career paths in tandem with the company’s CPN’s determination to raise people’s quality of business growth. life and income distribution to the provinces.

CPN will treat all candidates or persons interested In 2014, a total of 1,042 new recruits were in joining the company with equality without registered with diverse domiciles as shown in the discrimination on race, gender, age, color, religion, chart below. Distribution of new recruits’ domiciles and physical disability, as well as personal is found in accordance with the CPN’s business attributes unrelated to their duties. CPN, expansion to each respective region, primarily in therefore, pays attention to fair recruitment the Central Region. Altogether 334 staff requested process taking into consideration people’s transfers to their hometowns. Those requested qualities in education and experience as well as for transfers to two new projects, namely other abilities required for the job. Valuing staff CentralFestival Samui and CentralPlaza Salaya development and educational support, the projects, accounted for 20% of the combined company searches for its personnel from suitable workforce of these two projects. sources using the required recruitment method to enable timely employment, which helps the NEW RECRUITS BY REGION company’s target attainment. 11% CPN joins other companies in Central Group in 11% SOUTHERN REGION 112 PERSONS EASTERN REGION a project to promote careers for the disabled by 115 PERSONS recruiting people with disability to work in some 5% leading companies in Central Group. If a 66% NORTHEASTERN knowledge gap is found among these people, the REGION CENTRAL REGION 50 PERSONS 686 PERSONS project provides them with training, which will lead to their sustainable self-dependence. A total 7% NORTHERN REGION of 98 people with disability showed their interest 79 PERSONS 088

Enhancing people’s capability • Easy access to knowledge: In response to business growth, CPN provides training to CPN supports enhancement of staff knowledge, employees in all regions, namely northern, skills, and capability to achieve their career northeastern, eastern, and southern regions, excellence that matches the organization’s using the same facilitating team. A total of requirements. This is to also get the business 12 different courses were provided for 49 prepared for competition overseas. In 2014, CPN batches of staff throughout this year. Staff drew up a roadmap to build capable leaders and could also access training provided through a strong teamwork through CPN Academy, details electronic media (e-learning) with no time and of which are shown below: place limitation. At present, 11 e-learning

• Equal opportunities to learn: CPN provides courses are provided. As a result, an increase training to all staff to raise their potential and of 38.8% in the number of staff received benefit their career growth. Staff are trained training, both in the classroom and through to meet the requirements of their respective e-learning. jobs under the Individual Development Plans • Variety of knowledge: CPN’s staff development (IDPs), which provide knowledge and skill ANNUAL REPORT 2014 REPORT ANNUAL training is provided in seven different courses. enhancement training, as well as functional They are orientation for new recruits, store training and managerial skill training. Some development and administration, functional courses are in-house training, while others are training, values and standards to enhance job organized by outsiders or provided on electronic performance, managerial skills, leadership media. skills, and language and culture courses.

In 2014, the average training hours per employee Since CPN highly values business ethics, it is a was reportedly increased by 28% from the compulsory course for all new recruits to attend. previous year’s average, or 28 training hours per Other related courses that help enhance ethics year. awareness are also provided, such as conflicts of interest management and anti-corruption training. AVERAGE HOURS OF TRAINING PER YEAR PER EMPLOYEE In addition to business ethics, which all employees are required to learn about, CPN developed an 35 28 On-Boarding Program to equip employees with 30 22 knowledge and understanding about the nature 25 19 of the business, corporate culture, and core values 20 16 of the company. The program is materialized 15

10

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0 2011 2012 2013 2014 089

through various training courses, namely staff TRAINING COURSE CATEGORIES orientation, Growing with CPN Course, and those courses concerning quality management, safety, 13% 38% core values, risk management, and the CPN code OTHERS FUNCTIONAL of business conduct. 13% TRAINING CPN grooms its leaders of new generation, and VALUES AND STANDARDS OF most of them have grown on the ‘Promote from OPERATIONS TRAINING Within’ principle. The company arranges training 10% on leadership development to prepare future 26% LEADERSHIP SKILLS TRAINING leaders of different levels as seen appropriate. The MANAGERIAL SKILLS TRAINING training includes ‘Leading Yourself’ for staff (Officer-Senior Officer), ‘Leading Others’ for In addition to developing staff potential through supervisors and managers of the entry level training, CPN has undertaken career path planning (Supervisor-Senior Managers), and ‘Leadership to get its workforce ready to grow on each for Success’ for middle managers (Assistant Vice individual’s career path and in line with the President-Vice President levels). As for business expansion, both in and outside Thailand. executives at Senior Vice President level upward, Supervisors take charge of identifying gaps in the company will consider providing training that their staff’s Individual Career Development Plan, suits each individual development. The company, which consists of: moreover, initiated a Management Trainee Program to provide opportunities for staff with • Individual Career Plan: This involves short potential to climb up the career path in the property -term and long-term estimate of staff potential management division to develop their knowledge by comparing individuals’ current ability against and skills for a property manager. The training is the organization’s expectations from them in provided both in classrooms and via on-the-job their higher position. training method to get its workforce ready for • Individual Development Plan (IDP): IDP CPN’s continuous business expansion. pinpoints individuals’ gaps that have to be filled, while suggesting methods to fill the gaps Through the year 2014, CPN Academy organized as advised in the manual for individuals’ career altogether 93 training courses, an increase by 50% growth, such as classroom training, on-the-job from the previous year. Overall satisfaction training, coaching, and project assignment, etc. evaluation of the training program increased by 10.9% ANNUAL REPORT 2014 090 with bosses. The plan isstructured as follows: relationships with friends, andgood relationships objective, which comprises good office, good carried outwiththe “CPN Happy Together” and promotion ofstaff loyalty. This activity was formulation of2014 work plan onstaff wellbeing Survey (EOS), CPNbrought theresults to the According to thelatest annualEmployee Opinion Becoming EmployerofChoice organization’s expansion. develop future leaders to grow intandem withthe personnel. This ispartofthecompany’s plan to with its succession plan for high-ranking As for somekey positions, CPNstillcarries on staff inthetalent poolfor furtherdevelopment. committee willalso grant approval for selected on highpotential staff (potential consensus). The different levels for consideration andagreement be raised to People Development Committee at their annualperformance assessment results will leadership skills. Staff’s potential estimates and conduct; staff’s managerial skills; andstaff’s values, business ethics, andemployee code of individual quali method looks into three aspects, that is, staff’s functional staff movements inthefuture. The for allstaff andinallareas ofwork to enable cross- potential estimates, onesingle method isapplied Regarding themethod for makingindividuals’ serves as abase for individualcareer growth. continuous potential development. The method have adiscussion withtheirsupervisorto ensure learn from thefeedback theirprogress andwill respective supervisors every sixmonths. Staff will Plan andwillreceive feedback from their Staff willbeupdated withtheIDPMonitoring ty- which involves organizational • • work forprocess. staff’s suggestions for improvement ofthe system isaresult ofthecompany’s openness rapid calculation ofstaff’s salary andwage. The HRISwas, moreover, designed for accurate and more efficient timemanagement amongstaff. shorten theapproval process, thusenabling welfare reimbursement. The system helps theirwork history, leave entitlement, and Staff can also access HRISto make requests for HumanResource Information System (HRIS). can beprocessed through thehighly efficient emergency loans. Request for suchassistance funerals offamily members, as well as financialassistance for staff’s wedding and assistance for bothstaff andtheirchildren, CPN’s welfare schemeprovides educational and noCPNstaff joinsotherlabor unions. In thisregard, CPNdoes nothave alabor union, problem-solving andinvoicing theirconcerns. opensawiderchannel for staff to take partin Development Committee (PDC). The approach corrections andimprovements by the People recommendations willbecollected for making theI-dea box. Staff’s suggestions and People Team, orsendasubject matter through theirsupervisors, from representatives ofthe direct responsibility for personnel matters, from Staff can seek advice from theperson with discussions bothwith individuals andingroups. theirwork andpersonal matters, while allowing The company provides consultation for staff on opposestaff to joinalabor unionelsewhere. opposetheestablishment ofalabor unionor Providing better staff welfare thanthemarket: Respect for employee’s rights: CPNdoes not 091 ** Staff gathering: CPN provides opportunities CPN provides gathering: Staff clubs of activity in the form gathering staff for and interests. their preferences to according time, support on funding, grants company The established Already resources. and necessary Love We Club, Ping Pong CPN Football Club, are Club. and Hand2Heart Music Club, of about an increase brought endeavors These the score, Of the total 3% in 2014. by score EOS with their workplaces satisfaction of staff level increased work at 3% and happiness by increased 13%. by • and Team the People by driven are framework unit. working in each agent change the EOS the by and assessment follow-ups are There levels. and business unit, working branch, PDC at corporate Developing a plan to promote staff loyalty: staff promote to a plan Developing Good Office Project: CPN initiated the Good CPN initiated Project: Good Office Strengthening of teamwork and relationships: of teamwork Strengthening Total staff staff Total Remarks: [x] region. particular in each the number of branches represents project * Colonnade in Langsuan staff Including in 2015 which will be launched Rayong, CentralPlaza and WestGate CentralPlaza for ** recruited staff Including 2,823 3,055 3,274 3,355 3,561 South - - 76 [1] 172 [2] 237 [3] [5] 392 237 [3] [5] [2] 264 400 [3] 172 [4] 271 [1] [3] 342 76 269 [3] 2014 [2] 2013 312 2012 - 237 2011 [2] [2] years five the past 31 for of December as Headcount CPN’s 2010 Region/year * Headquarters Central East North 185 235 Northeast - South 655 staff branch Total 725 896 1,403 [9] 834 [10] 1,442 2,168 [16] 345 [3] 990 1,364 [10] 2,330 [18] 339 [3] 1,358 [10] 2,378 [21] [3] 327 1,391 [12] 2,521 [23] 320 [3] 2,571 [27] 287 [4] Personnel Data Personnel • • • a tool as Boost up Plan the EOS CPN initiated and by branch both by loyalty staff promote to Together” “CPN Happy under the section the under 131 sub-plans The framework. office the limited rearrange to Project Office The workforce. a larger welcome to space to with the 5S project in parallel ran project offices. and safe convenient, clean, make and staff teamwork enhance to CPN strives unit through working within each relationship the match that activities customized unit. work of each and cultures preferences birthday party, staff include activities Such as well as day, and sports day, family party, theme. with Love” “CPN Works outing under the 092

STAFF CLASSIFIED BY GENDER STAFF CLASSIFIED BY JOB LEVEL 2% 1% CONTRACT MANAGEMENT 60 PERSONS 43 PERSONS 50% 9% MALE MANAGER 1,798 PERSONS 333 PERSONS 50% 71% 17% FEMALE OFFICER SUPERVISOR 1,763 PERSONS 2,536 PERSONS 589 PERSONS

STAFF CLASSIFIED BY AGE TOP MANAGERS CLASSIFIED BY GENDER (VP up)

36% 40%

ANNUAL REPORT 2014 REPORT ANNUAL AGE 18-30 YEARS FEMALE EXECUTIVES 1,288 PERSONS 54% 17 PERSONS 60% AGE 31-45 YEARS MALE EXECUTIVES 1,909 PERSONS <1% 26 PERSONS AGE > 61 YEARS 6 PERSONS 10% AGE 46-60 YEARS 358 PERSONS

STAFF CLASSIFIED BY YEAR OF SERVICE STAFF CLASSIFIED BY DOMICILE

7% 14% 8% 7% ON PROBATION 4 MONTHS - 1 YEARS EASTERN REGION SOUTHERN REGION 234 PERSONS 487 PERSONS 291 PERSONS 235 PERSONS 9% 7% >15 YEARS 22% NORTHEASTERN 67% 328 PERSONS REGION 1-3 YEARS 265 PERSONS CENTRAL REGION 11% 790 PERSONS 2,385 PERSONS 9-15 YEARS 11% 398 PERSONS 14% NORTHERN REGION 385 PERSONS 23% 3-5 YEARS 486 PERSONS 5-9 YEARS 838 PERSONS 093 CPN jointly organizes fire drills with tenants. tenants. with drills fire organizes CPN jointly CPN pays due regard to common areas that areas common to due regard CPN pays safety CPN runs a stringent law, by required As and both basic provides also company The and staff for training firefighting advanced Over basis. on a yearly concerned all others all at station sent to are firefighters trained 570 branches. and behavior or immoral vices from free are CCTV 4,800 Over activities. family for safe are all CPN projects. at installed been have cameras and maintenance inspection Moreover, pieces particular for set been have schedules causing to prone are that of equipment stoves, gas escalators, lifts, such as accidents, plan An emergency equipment. and cooking 9001 up under the ISO drawn also was standard. the month by every and assessment inspection and Environment Health, Occupational Safety, are CPN premises that confirm to Committee communities, assets, lives, to risks from free Eye Eagle company’s The and the environment. of each area every inspect is sent out to Team of and interior areas common including project, consultants Safety six months. every shops, risk and make inspect in addition, will, of firefighting on all types assessment on area the store around installed equipment basis. a yearly • • • Safety is run inspection cleanliness Random safety. was kitchens on clean A project month. every and hygiene on food training while initiated, experts. by provided regularly was safety food volume under 1,000 ppm. In parking In parking ppm. under 1,000 volume 2 Quality control of restaurants: CPN bases the CPN bases of restaurants: control Quality Control of indoor air quality: CPN installed CPN installed of indoor air quality: Control (CO detectors monoxide carbon areas, CPN is the first installed. were detectors) the use of Intelligent introduced that company parking empty which signals system, Parking monoxide carbon reduce to in a move rooms vehicles. customers’ emission from • Health and Hygiene • Health, Hygiene, and Safety Management Health, Hygiene, and health, the safety, for due regard CPN pays of stakeholders, of all groups and lives properties, preventive have to the need thus realizing risk operational the company’s in measures the of the matter, charge take To management. and Environment Health, Occupational Safety, is committee The established. was Committee into look month to every a meeting hold to required the 5S (Clearing and appraise concerned issues Training Standardizing, Cleaning, Organizing, Up, The branch. each at & Discipline) results of the loss progress oversees also committee of the Office by devised earlier plan prevention and making and Supervision Promotion Standard and of Directors the Board through known issues Committee. Risk Management 9001 standard, on the ISO of restaurants quality in the 20 served are that the foods particularly CPN. by managed directly areas Food Park under restaurants 470 altogether are There compiled was A checklist CPN supervision. and hygiene daily restaurants’ confirm use to for air from fresh pump to aerators automatic control keeping while the building, into outside of the CO ANNUAL REPORT 2014 094 • • of Thai laws. while onduty, whichisbeyond therequirement life insurance for theirlaborers incase ofdeath training. CPN requires allcontractors to arrange those workers mustbeprovided withsafety rooms, andaccommodation. Mostimportantly, areas, food shelters, welfare groceries, childcare workers, suchas toilets, shower rooms, washing wages. Proper facilities mustbeprovided for those workers musthave work permits andbegiven fair prohibition oftheusechild labor. Migrant contractors, withconcerns onhumanrights, e.g. to subcontractors, whoare hired by CPN’s safety management is, furthermore, extended company’s project manager. The scope ofCPN’s inspection inaddition to weekly inspection by the consultants certified withISO 9001are hired for present at construction sites, while outside safety checklist. Safety officers are required to always be with CPNmuststrictly conform to thesafety contracts. Contractors underdirect contracts regulations mustbeincorporated inconstruction during theconstruction ofeach project. Safety construction contractors, whoplay acrucialrole key partners inthesupply chain. Oneofthemis CPN has expanded its scope ofsafety policy to stores incase offires. ensure preparedness for helpingneighboring drills andfire prevention was carried outto shoppingcenter business. Jointplanning onfire defining safety standards for managing theThai ShoppingCenter Association in continuity incase ofemergency. system andwater reserved to supportbusiness company has abackup power generation allnecessary equipment prepared. The CPN cooperates withindustrypeers through An emergency response plan was drawn upwith Ramindra. Rama 3, CentralPlaza Bangna, andCentralPlaza Grand Rama 9, CentralPlaza Rama 2, CentralPlaza Lardprao, CentralPlaza Pinklao, CentralPlaza sites, namely CentralWorld, CentralPlaza buttons have now been installed at eightCPN while increasing public safety. Push for Life notification to reduce crimes incommunity areas, set upas anadditional channelfor emergency ‘call point’, oranemergency notification point, is ‘Push for Life’ project. Intheproject, afull-scale Metropolitan Council ingivingsupportto the Police, Metropolitan Police Bureau, andBangkok In addition, CPNhas cooperated withRoyal Thai with local agencies incharge oftheenvironment and CentralPlaza Salaya projects; cooperation CentralPlaza Khonkaen, CentralFestival Hatyai, traffic problems duringtheconstruction periodof planning, as well as transport planning to reduce the local community onlandscape andtraffic Examples can beseen from cooperation with to provide utilities for publicconvenience. corrective andpreventive actions, partofwhichis before construction work starts are taken for Concerns ofcommunities around theproject sites Minimizing impactsandincreasing convenience categorized by objective as follows: community andsocialdevelopment are surrounding communities inreturn. Projects for CPN hopes to receive acceptance andtrustfrom living withoutnegative impacts oncommunities. to develop andupgrade people’s standard of economic cities inupcountry, withadetermination expansion plan, bothinBangkok andmajor CPN aimsto achieve growth underits business Community andSocialDevelopment 095 To promote good social values such as such as social values good promote To To promote local culture and traditions such and traditions culture local promote To and ties family promote to activities organizing blood organizing Day; Children’s National for space providing activities; donation religious on significant monks giving alms to signboard; an anti-corruption installing days; power reduce hour to joining the 60 Earth body for the central as serving consumption; and giving assistance items; donation receiving disasters. of natural in times at Activity Legend Elephant the organizing as a Buddhist organizing Lampang; CentralPlaza CentralPlaza at procession candle Lent the centenary and organizing Ubonratchathani; CentralPlaza at district of Yannawa celebration and so on. 3, Rama • Education educational providing CPN emphasizes CPN through those in need for opportunities and Long-distance Project Wisdom Thai Growing During 2013 - 2014, Project. learning-via-satellite the Department of Local joined the company for dishes satellite in installing Administration while 64 schools, at learning long-distance Observation joining the Department of Juvenile to dishes satellite in installing and Protection houses detention 95 youth at support education the country. around space CPN provides youths, For high-potential and their skills publicize a channel to them as for Center for communities Center for communities by and culture social values good CPN promotes running various for of charge free space providing objectives: the following achieve to activities • Support for entrepreneurs local SMEs and for opportunities CPN provides as space vending arranging by entrepreneurs such as potential, their business for suitable seen in Luang and Kad Project Northern Village evening Chiangmai Airport; an CentralPlaza of CentralPlaza the forecourt at market outdoor Samui; and CentralFestival Ubonratchathani, entrepreneurs. fashion for Zone Plus and Fashion its to vendors small food welcomes CPN also organizes moreover, company, The Food Park. of local support the sale to events promotion sales and in both in Bangkok sites, various at products joins CPN also appropriate. seen as the provinces, Chirathivat the Tiang such as partners, longan, like produce put local to Foundation, in a bid on sale gong, and long durian, rambutan, Chuen Chai under the Chuen Oey help farmers to project. the disabled for space provides additionally, CPN, In most support their professions. to in a program sell government them to CPN welcomes cases, of a total year, This request. they in areas lottery such support for received persons 38 disabled projects. in 14 doing their professions to arrange efficient waste management during the during the management waste efficient arrange to Samui the CentralFestival period at construction the for station of a health construction project; behind the CentralPlaza community the by demanded as project Chaengwattana walkway of an elevated construction community; stations; skytrain linking Siam and Chidlom 2 Rama at bridges of pedestrian construction of and construction and Bangna projects; Wittaya Tongchai at playgrounds children’s School, and Baan Bangtoey Lampang, School, communities. by demanded as Nakhon Pathom, ANNUAL REPORT 2014 096 in amore tangible manner. of theorganization, stakeholders andthesociety making useofCPN’s potential for thejointbenefit a policy to create shared value for thesociety by The company, through theCG-SD Committee, has Of thetotal amount, 35%was cash donation. Preservation, for atotal amountofbaht14,205,543. Foundation andtheFoundation for Environmental various foundations, suchas theTiang Chirathivat development as well as intheform ofdonation to manpower andbudget for community andsociety This year CPNprovided assistance intheform of communities, andsociety. were aimed for thebenefit ofchildren, theneedy, branch’s own initiative to organize activities, which to theimproved data collection system andeach counted). Expansion oftheproject was partly due to only collected data; somestaff are doubly with participation of551staff members (referring held, upfrom 32projects intheprevious year, year 2014, atotal of54volunteer projects were corporate of “Care for theSociety andEnvironment” and society. Staff are urged to adhere to CPNvalues encourage staff to helpthecommunity and promote staff’s public-service mindand The CPNVolunteer Project was initiated to CPN Volunteer as Thailand Graduated Fashion Week. company also supports various skillcontests, such fields as requested by educational institutes. The knowledge through exhibitions oftheses invarious governance principles. Through the e-mail: sd.ho@cpn +66(0) 2264-5593 : Fax +66(0) 2667-5555 ext. 6401-6403 : Tel Sustainability Development Department please contact: concerning Sustainability Management Report, For any questions andrecommendations newly launched duringtheyear. Salaya and CentralFestival Samui, whichwere only 23stores, withexclusion ofCentralPlaza The report ontheenvironment, however, operational from January1to December 31, 2014. management ofCPNaround Thailand whichwere performance of25shoppingcenters underthe The scope ofthereport dissemination inthisreport. reports verifies allinformation made for A working team incharge ofpreparing annual consultants give advice onmakingmaterial issues. for boththecompany andstakeholders. Outside the company’s strategies andare material issues on performance indicators that are inlinewith (GRI: G4)inaccordance to core, whichfocuses method was based onGlobal Reporting Initiatives and socialaspects in2014. The report writing CPN’s performance ineconomic, environment, Annual Report, made for thethird year, to publicize Management Report to beapartofCPN’s 2014 CPN incorporated theSustainability .co.th .co.th covers covers business covers 097 02 OPERATIONAL RISK RISK OPERATIONAL - a key of employees the stewardship CPN values toward the corporation developing for strategy with policy growth business its - since sustainability 1.2 Foreign Investment Risk Risk 1.2 Investment Foreign in plan expansion business overseas Under its business of constant the policy to response investment manage to CPN needs growth, assorted applying by countries in targeted risks the economic include risks Such measures. in these and demand fluctuation situations overseas its affect which may countries, prepare is to emphasis A key policy. investment via growth business ensure to personnel its economic country’s handling of each effective situation. CPN decisions, making investment Before undertaking by such risks manages proactively on relevant analysis into studies detailed in each conduct business regarding information to is appointed taskforce A special country. target economic, continually and monitor study details and industrial cultural, political, social, and legislation business as well as movement, and identify competent businesses, related defines also taskforce The alliances. investment countries to suited policy, management personnel staff overseas for interest, investment of CPN’s on shopping center courses training and develops ensuring advisers, input from with management personnel. of competent allocation efficient

01 STRATEGIC RISK RISK STRATEGIC 1.1 Risk Business Readiness through of growth In supporting the policy fierce and tackling expansion branch domestic a regional on becoming CPN focuses competition, implementing by developer property retail missions and its to in conformance strategies and such goals achieve To plans. business may risks readiness some business strategies, managed. be effectively to need are and objectives strategies that ensure To CPN undertakes risks, with acceptable compatible readiness business studies, feasibility project solid strategic analysis, of partners and potential of a manpower and formation planning, workforce with close along shopping complexes, model for including indicators, economic of key monitoring confidence and the customer index sales the retail circumstances economic track to index, and business overall CPN’s affecting potentially them. for plans appropriate prepare CPN is committed to sustainably managing managing sustainably to CPN is committed risk management and promoting risks business emphasis The culture. value-added part of its as level an acceptable to risks such is on managing control, transfer, avoidance, appropriate through the major types are Below strategies. and coping the Company: of risk facing RISK FACTORS ANNUAL REPORT 2014 098 suitable period. and enable CPNto restore operation withina this group’s mandate, are helpfulintimes ofcrises assorted threats. Business continuity plans, also ensure that they are ready to efficiently handle group controls andsupervises BCMpractices to Business Continuity Management Committee. This Continuity Management (BCM)andappointed a operation, CPNrecognized thecriticality ofBusiness circumstances orfactors could seriously affect For business continuity incase external and prideinCPN’s success. they may grow withCPNasenseofbelonging committee also develops employees’ caliber sothat activities to improve theirsatisfaction. The and processes oradvocate suitable employee level ofthecommittee jointly plans to modifyrules satisfaction. Once theoutcomes are known, each gauge employees’ views, comments, andwork employee opinionsurvey isannually conducted to to mentionbeingcontented withtheirtasks. An perform theirtasks effi set upto look after employees sothat they may Therefore, aPeople Development Committee was shortages. result istherefore ariskofcompetent personnel personnel ofalldisciplines inthisbusiness. The have hiked theneeds for knowledgeable, skillful competitors’ expansion (whether old ornew ones) increasingly fierce competition posed by a focus oncontinual branch launches andthe ciently and eff and ciently ectively,not process for allrelated parties. ensure confi and auditably handle grievances orcomplaints to also appointed apanelto systematically, openly, to theAudit Committee orthePresident &CEO. It company aboutpossible corrupt practices directly recommendations, complain, orinform the channels for stakeholders to make corrupt practices, CPNhas inplace communication In repressing andmanaging risks arisingfrom part incommunity relations activities. coordinates withgovernment agencies andtakes Continuity Management System, itclosely eff the analyzed outcomes applied informulating CPN’s domestic andoverseas business growth, with of relevant laws andregulations that may hinder limitations, including impacts from theamendment experts studies, monitors, andanalyzes legal relevant laws andregulations. Ateam oflegal environmental awareness, CPNstrictly observes As aretail developer withsocial, community, and COMPLIANCE RISK growth viadomestic andoverseas branch in implementing its policy ofconstant business admired retail developer ofall stakeholders and In fulfilling its missionofbecoming the most FINANCIAL RISK ective response measures. UnderCPN’s Business

03 04 dence andtrustinits fair investigation 099 In conducting risk management for safety from safety for risk management In conducting developed CPN has and properties, lives to threats on statistics and collect monitoring for a system to nationwide in all branches incident cases and solutions and prepare causes for analyze and effectively. efficiently risk prevention future and of lives risk of safety the In managing appointment of the required CPN has properties, and Work Health, Occupational a Safety, ministerial under a Committee Environment in the prevention role a key Playing regulation. and losses, accidents, of problems, and resolution effectively CPN can that ensures the committee safety. workplace manage with tasked a team in place CPN has In addition, of the under the administration prevention loss and Supervision, Promotion of Standard Office factors risk of safety the analysis which centralizes and flooding, fires, situations, political covering been a manual has this end, To hazards. others and procedures, operating standard for developed revision for is monitored plan a crisis management and applying emergencies assorted simulating by and plan the analysis to the outcomes are plans proactive way, That modification. under the scenarios various for developed standard. Management Continuity Business 05 HAZARD RISK more brings that developer a shopping complex As in the competitors than its shopping happiness areas, service and nationwide number of patrons and service-related work to prone CPN is more flooding, fires, like and incidents accidents and assorted hazards, political earthquakes, of shopping the administration to related events These anticipate. to difficult are that complexes to losses significant produce however, could, reputation, personnel, properties, processes, CPN’s opportunities. and business financial standing, expansion, CPN needs to acquire sufficient sufficient acquire to CPN needs expansion, under liquidity operational funding and maintain of the real- requirements the capital-intensive competition. and fierce business estate sufficient acquire to flexibility its increase To on and return cost an appropriate funding at and expansion business future for investment business under a volatile financial risks reduce robust maintain to CPN endeavors environment, capital its managing by financial statements under ratio debt-to-equity with a low structure leveraging as well as policy, a prudent monetary in sourcing financial instruments appropriate is analysis investment Comprehensive capital. the only so that project each for undertaken also be pondered may with high potential right projects eventual before Committee Investment the by approval. ANNUAL REPORT 2014 100 CHART ORGANIZATION Development uiesDvlpetadCntuto aaeetOperations (Thailand) Business Development andConstruction Management Development Development Government Acquisition Business and Land Relations Business Strategy Analysis Design DEVELOPMENT Development Development 2 Development 1 Project Project Project Development and Electrical Management Mechanical Technical Structure Cost AUDIT COMMITTEE INTERNAL AUDIT Tenant Leasing Chain Tenant esn Marketing Leasing Strategic Support Leasing Leasing THAILAND OPERATIONS Client Relations Commercialization Marketing and Responsibility Corporate Marketing Strategic Branch Social RISK POLICYCOMMITTEE Management Support Center Planning Offi Management Management Property Strategic Property ce 101 Development Special Project Project Special ce NOMINATION AND NOMINATION Strategy Acquisition Merger and Merger Corporate REMUNERATION COMMITTEE REMUNERATION Strategic Offi Strategic Organization Organization Management Development Human Capital Human Capital Management Management Development Human Capital Human Capital and Organization and Organization EXTERNAL AFFAIRS EXTERNAL AND SUSTAINABLE COMPANY SECRETARY COMPANY CORPORATE GOVERNANCE GOVERNANCE CORPORATE DEVELOPMENT COMMITTEE DEVELOPMENT Finance Accounting Risk Management Information System Information Finance, Accounting, Finance, and Risk Management Legal and Tenant Management and Tenant Legal Excellent Sustainability Development Sustainability Excellent CEO Leasing Property Business INTERNATIONAL OPERATIONSINTERNATIONAL AND SUPPORT PLANNING, POLICY, BOARD OF DIRECTORS BOARD EXECUTIVE COMMITTEE Construction Construction Operations Management Management Development and Marketing ANNUAL REPORT 2014 102 Director Director Director Independent Mrs.4. Sunandha Tulayadhan Independent Mr.3. Chackchai Panichapat Independent Mr. Paitoon2. Taveebhol director balance ofpower inoperations. separation ofresponsibilities as well as a thePresident &CEO, inorder to have complete shareholders, andisadifferent person from more thanone-third oftheBoard ofDirectors. . Mr. Suthichai Chirathivat 1. the Board ofDirectors are asfollows: The namesandpositionsofthemembers • • • as follows: The Board ofDirectors consists of13directors, BOARD OFDIRECTORS Details ofeach Board Committee are as follows: 4. Management Committee 3. Executive Committee Development Committee Corporate Governance andSustainable 2.4 RiskPolicy Committee 2.3 2.2 2.1 Audit Committee 2. Four Sub-Committees Board ofDirectors 1. following: CPN’s Management Structure comprises ofthe STRUCTURE MANAGEMENT 12non-executive directors andoneexecutive The Chairman oftheBoard represents the Five independentdirectors orequivalent to Nomination andRemuneration Committee 1 Chairman 3 r reh kuau Director Mr.13. Preecha Ekkunagul Director Mr. Kobchai Chirathivat 11. Director 10. Mr. Sudhitham Chirathivat Mr. Sudhisak Chirathivat 9. Mr. Suthichart Chirathivat 8. Mr. Suthikiati Chirathivat 7. Independent Mr. Kanchit Bunajinda 6. Independent Mr. Karun Kittisataporn 5. 12. Mr.12. Prin Chirathivat achieved and potential difficulties are promptly dealt its performance to ensure that the goals are with its annualbudget andcontinuously monitor Define CPN’s vision, strategies, plans, and oftheshareholders 2) ethics, keeping inmindthe equitable interests loyalty andduty ofcare, withaccountability and shareholders’ meeting resolutions withduty of theBoard ofDirectors’ meeting resolutions and Company objectives andarticles ofassociation, Perform allduties incompliance withthelaw, 1) Duties andresponsibilities oftheBoard with thecompany seal isrequired. a signature ofany oftheaforementioned director financial statements to the for validity. Incase offilingtaxes orsubmitting directors with theCompany seal are required The jointsignatures ofany two ofthese four Mr. Kobchai Chirathivat, andMr. Preecha Ekkunagul. Mr. Sudhitham Chirathivat, Mr. Prin Chirathivat, Directors withcompany signatory rights are Directors withcompanysignatoryrights Note : 1 Representatives oftheshareholders 1 Director government agencies, 1 Director 1 1 Director Director 1 Director 1 Director 103 titute clear processes for the Audit the Audit for processes clear titute Qualifications of independent directors 1) of the total than 0.5% more Not holding its of the Company, shares voting outstanding subsidiary or affiliated company, parent or controlling major shareholders company, related by held shares including person of the independent director persons 2) an executive been Neither being nor having person controlling employee, officer, director, of the a salary who receives or advisor a subsidiary, company, parent its Company, major affiliate, subsidiary, same-level the unless person, or controlling shareholder years than two not less ended status foregoing of appointment or the date prior to blood by 3) related Not being a person mother, a father, such as under law, registration 13) Ins of case In the board. to report Committee’s could that or activities transactions doubtful financial the Company’s affect significantly Committee must resolve the Board or performance, status Audit the fit by within the time limit seen the issue 14) executives top for plans succession Formulate 15) and policies key and update review Regularly the business for environment suitable seen as plans 16) Charter of Directors Board update and Revise by guidance business 17) professional Seek timeliness its ensure to 18) duties other shareholder-assigned budget with CPN’s Perform advisers hiring outside for qualifications much stricter defined CPN has the by those required than independent directors and (SEC) Commission and Exchange Securities follows: (SET) as of Thailand Exchange the Stock governance practices governance titute good corporate corporate good titute 3) 3) under its transactions significant Approve of and the articles law by required authority expenditure capital and approve association, 4) 200 MB exceeding budget support the to Appoint sub committees performance seen as responsibility under its operation their monitor and regularly and necessary, a ppropriate 5) exercise should Independent directors of in the formulation independent discretion and resources, of work management strategies, and determination appointment of directors, be also should They standards. of business with the management disagree to prepared affect may that on matters and other directors 6) is information of shareholders all relevant the equality that Ensure and all shareholders to disclosed accurately and with full transparency alike stakeholders basis and timely on an equal as well as reliability 7) internal and effective an efficient Institute 8) audit internal and system control risk and appropriate an efficient Institute be evaluated, can that process management 9) risks key for and managed monitored, oversee to secretary Appoint a company regulations the Board and assist activities Company various applicable and the law to in conforming and the Company 10) and ensure of conduct a CPN code Institute and all executives, the directors, that 11) Ins this code follow employees all with communication effective and ensure and strict compliance acknowledgment for employees transactions 12) for process and clear a transparent Institute connected ANNUAL REPORT 2014 104 the Company, its parent company, subsidiary, Neitherbeingnorhaving been anauditor of 5) included insuchcalculation. ayear ofpreceding transactions mustbe theregulation, alltransactions occurring within concerning Connected Transactions. Under Information andAct ofListed Companies ofGovernors ofSETRe: Disclosure of transactions underaNotification oftheBoard method for thevalues ofconnected ofeach transaction isbased onthecalculation tangible assets, whichever islower. The value exceeds 20MBormore than3%ofthenet including any othersimilar action whosevalue guarantee, providing assets as collateral, through receiving orextending loans, services, orgrant orreceipt offinancialsupport properties, transaction relating to assets or transaction, rental, orlease ofimmovable paragraph includes any normalbusiness The term relationship’‘business undertheabove years priorto thedate ofappointment. foregoing status ended notless thantwo shareholder orcontrolling person, unless the its parent company, subsidiary, affiliate , major business relationship withtheCompany, controlling person ofany entity having having been asubstantial shareholder or independentjudgment, andneitherbeingnor mannerwhich may interfere withhisorher shareholder orcontrolling person, ina company, subsidiary, affiliate, major relationship withtheCompany, its parent 4) oftheCompany orits subsidiaries Not having norhave had abusiness nominated as executives orcontrolling persons controlling persons, orpersons to be children ofexecutives, majorshareholders, spouse, sibling, orchild, including spouses of of theCompany, its parent company, subsidiaries, Board to make decisions regarding theoperation Independent directors may beassigned by the opinions concerning CPN’s operation prevent him/herfrom givingindependent Nothaving any characteristics9) that could theCompany orits subsidiaries have thesame nature as orincompetition with 1%ofthevoting shares ofbusinesses which regular salary, shareholder holding more than employee, officer oradvisor whoreceives asubstantial partner, executive director, Company’s orits subsidiaries orneither being thesame nature as orincompetition withthe Notconducting any businesses whichhave 8) related to CPN’s majorshareholders majorshareholders, orshareholders whoare as representative oftheCompany’s directors, Notbeingadirector whohas been appointed 7) two years from thedate of appointment theforegoing relationship ended notless than orpartneroftheprofessional advisor unless substantial shareholder, controlling person person, andneitherbeingnorhaving been a affiliate, majorshareholder orcontrolling theCompany, its parent company, subsidiary, service fee exceeding two millionbahtfrom orfinancialadvisor whoreceives anannual professional advisor including alegal advisor Neitherbeingnorhaving been any kindof6) years from thedate ofappointment foregoing relationship ended notless thantwo shareholder orcontrolling person, unless the parent company, subsidiary, affiliate, major whichemploys auditors oftheCompany, its controlling person orpartnerofanauditfirm person norbeingasubstantial shareholder, affiliate, majorshareholder orcontrolling 105 Four independent directors adequate member on the list has first The The names and positions of the members of as follows : Audit Committee are the 1. Taveebhol Paitoon Mr. 2. Panichapat Chackchai Mr. Member Chairman 3. Member Tulayadhan Sunandha Mrs. 4. Kittisataporn Karun Mr. Member SUB COMMITTEES : SUB COMMITTEES COMMITTEE AUDIT the for is responsible of Directors Board The Committee, of the Audit appointment of members follows: as which comprises • • in reviewing and experience knowledge of financial statements. reliability Act, and Exchange Securities association, and applicable Act, Limited Company Public laws 6) the Board house between the clearing as Act and the shareholders executives, of Directors, 7) and resolutions Board’s up the and follow Coordinate shareholders’ 8) disclosure information appropriate that Ensure the to submitted are reports and information required as the by regulators required as other duties Perform 9) Supervisory Market of the Capital regulations of Directors the Board by assigned or as Board of the preparation for is responsible Office Legal of Directors of the Board of meetings the minutes and monitoring as well as and shareholders, and the Board the Company to of advice provision full compliance. ensure to of Directors, governance principles. Additional Additional principles. governance

Duties and responsibilities of the Company Duties and responsibilities Secretary Company secretary Company secretary for is responsible of Directors Board The the appropriate who has appointing a person, be the Company to ability, and knowledge Company the current whereby Secretary; the full who has Sriwanvit Naparat is Ms. Secretary Secretary of the Company of the office facilities support her and efficiently effectively to the good with in accordance responsibilities corporate is Secretary Company regarding information on Biography under Management disclosed 261 page associated companies, a same-level subsidiary, subsidiary, a same-level companies, associated in an person or controlling major shareholders decision. collective organization’s 1) relating all documents and maintain Prepare of register statutory the Company’s to and minutes notices Annual Reports, directors, as of Directors of the Board of the meetings meetings of the and minutes notices as well shareholders’ 2) interests of vested a record and keep Maintain and executives directors by reported as of 3) interests vested reporting copies Send persons or related and executives directors within Committee the Chairman of the Audit to report of each of the receipt days seven 4) meetings and shareholders’ Board Organize laws and applicable rules to according of CPN and the Board to 5) advice Provide CPN’s to in conformance Directors of articles of association, memorandum ANNUAL REPORT 2014 106 Audit andapprove its charter Review theactivities andstructure ofInternal 8) access to essential data process, inaddition to ensuringInternal Audit’s independentandhas anefficient internal audit Review andensure that Internal Audit is7) such well as following up theimplementation of suggestions suggestions for action by themanagement as concerning internal controls andpass on oftheexternal auditor andInternal Audit Consider theauditoutcomes andsuggestions 6) transactions that may cause financial fraud its suitability andeffectiveness, including any Review theinternal control system to ensure 5) cause conflict ofinterest transactions orothertransactions that may ofinformation incase ofconnected orrelated Consider theaccurate andcomplete disclosure 4) inCPN’s best interests to SETto ensure that they are reasonable and cause conflicts ofinterest; ensure conformance Consider connected transactions whichmay 3) disclosed accuracy andcompleteness ofthedata andcompany performance, as well as the sensibility, impacts onthefinancialstanding past year (ifany) onthebasis oftheir Review extraordinary significant items ofthe 2) reports responsible for preparing quarterly andannual withtheexternal auditor andexecutives timely information disclosure by coordinating process for accurate, complete, credible, and Review thefinancialreport preparation 1) Committee Duties andresponsibilities ofthe Audit assigned to audittheCompany as well as volume, theexperience of thepersonnel the reliability, adequacy ofresources, audit anindependentauditor, taking into account external auditor for approval soas to obtain Select, nominate,17) and propose fees for the years external quality reviews at least every five Institute annualquality assurance to reviews conduct internal audit, and including ITaspects 16) lacks essential skills orspecialization needed conduct internal auditiftheinternal auditor 15) Review responsibility Committee-assigned framework of plans to ensure conformance to theAudit against theAudit Committee-approved audit Review Internal Audit’s performance outcomes 14) eliminate auditor to bemutually supportive and ofauditinternal auditor andtheexternal redundancy Review auditplans andcoordinate thescope 13) management theinternal control system andfinancial oftheInternal Audit Office, especially about process Review theinternal auditplan Internal withthehead Audit’s strategic12) plans outcomes ofenterprise riskmanagement and plans andchanges subject to theassessment themanagement’s approval11) Review budget andmanpower ofInternal Audit for 10) Provide suggestions andremarks aboutthe independence theInternal Audit Office, to ensure its as adjustment ofcompensation ofthehead of transfer, commendation ordischarge, as well Provide views ontheappointment, removal, 9) and endorse annualinternal audit the hiringofexternal experts to 107 cious transactions or or cious transactions tions regarding frauds, frauds, tions regarding violation of SEC’s laws, rules of SET rules laws, of SEC’s violation eport its performance for acknowledgement for performance eport its 26) Review the communication of Code of Ethics of Code 26) communication the Review its and monitor the employees to conformance 27) management from report progressed Review key regarding advisor legal and Company’s regulations and laws the relevant to on conforming issues 28) R the Company by 29) prepared reports any quarter Review every once and consideration Committee of the Audit and responsibilities duties regarding annual Committee’s Audit Prepare 30) SET’s to in accordance report performance the Chairman of by signed and guideline it in disclose as well as Committee the Audit 31) annual report In the Company’s case of any suspi the affect significantly may that actions and performance, financial status Company’s the findings shall report Committee the Audit or improvement any make to the Board to below: seen manner as in a timely correction are Detailed displayed the committee. by appropriate of conflict regarding Transactions Transac 31.1) interests 31.2) Any 31.3) deficiencies or significant irregularities system control in internal business fails or the management the Board In case 32) the Company’s to relevant or laws on those actions corrective take to and 31.3) within 31.2), under 31.1), transactions the audit committee, by set the timeframe may members Committee of the Audit any ormance by the Company to to the Company by ormance the scope and method of auditing of auditing and method the scope issues identified by external regulators regulators external by identified issues onsider the adequacy and efficiency of of and efficiency onsider the adequacy external auditor of the the removal consider external Also, work. past 18) Review any) as well as auditor the external by proposed (if method changing the auditing for reasons 19) to auditor the external to suggestions Provide be may that transactions certain review the auditing during or important necessary and auditor the external of the report 20) Review of CPN and subsidiary companies process adjustments for the management submit to up on such suggestions following as well as practices in 21) C auditor the external between coordination 22) the external from information on received Act Audit and Internal regarding possible soon as as auditor or managers of directors, suspicious activities CPN that operating for responsible persons of the second a breach constitute may 305, Section 281/2, of Section paragraph 309, Section 308, Section 306, Section 312 or Section 311, Section 310, Section and Exchange 313 of the Securities Section received the information check Promptly Act. in the first findings preliminary and report auditor and the external SEC to instance when a given the date from within 30 days 23) Review reported was conf breach SET ethics laws, and Exchange Securities and laws or CPN business-related requirements, and performance the management’s 24) Review 25) Review nonconforming of up in case follow auditor by and remarks ANNUAL REPORT 2014 108 regulations, business ethics, orto any well as non-compliance to any laws, suspiciousofany possible wrongdoing, as that anemployee orany stakeholder is whistleblower system inplace, intheevent 42) Oversee that there isaneffective Conduct required otherduties assigned amendments accordingly by SET 41) responsibilities as well as to propose any assess its current assigned roles and onanannualbasis inorder to consider and Regularly40) review theAudit Committee Charter CPN’s riskmanagement 39)Conduct otherBoard-assigned duties recommendations, andupdating reports on management inconsidering, making theRiskManagement task force, andthe Work38) withtheRiskManagement Committee, riskassessment corruptions as well as risks from key policies regarding riskmanagement and 37)Work withthemanagement inconsidering ensure standardization, effectiveness, efficiency and whenCPNreceives thereport 36) Review CPN’s riskmanagement process to Exchange Act withinseven days ofthedate underArticle oftheSecurities 89/14 and vested interests from theCompany Secretary receives acopy ofthereport ofthedirectors’ meetings andAGMs Ensure that35) theChairmanofCommittee governance as aregular agenda for theBoard approaches andadvices for development 34) corporate governance, as well as providing to SEC orSET 33) Review report ofsuchtransactions oractions directly Emphasize and promote good corporate CPN’s continual process ofgood 43) Monitor any special investigation as necessary43) possible wrongdoings andnon-compliance issues effectively investigate andresolve such appropriate independentprocedure to theCompany has therequired and thewhistleblower has theconfidence that corporate to fully discuss. and allow othercommittee members andadvisors leave themeeting to prevent conflict ofinterests stakes in thereviewed agenda, suchadvisor shall are notallowed to vote. Also, ifany advisor has Advisory Remuneration Committee meeting, however, they The advisors may attend theNomination and Mr. Prin Chirathivat Advisory 3. Advisory Mr. Sudhitham Chirathivat 2. Mr. Sudhisak Chirathivat 1. as follows: Member Three advisors to theCommittee are appointed Member Mr. Kanchit Bunajinda 4. Mr. Karun Kittisataporn 3. Member Chairman Mrs. Sunandha Tulayadhan 2. Mr. Chackchai Panichapat 1. are asfollows: the NominationandRemuneration Committee The namesandpositionsofthemembers • • as follows: and Remuneration Committee, which comprises appointment ofthemembers oftheNomination The Board ofDirectors isresponsible for the COMMITTEE NOMINATIONREMUNERATION AND The Chairmanisanindependentdirector. Fourindependentdirectors governance principles, sothat 109 Other duties and responsibilities 1) do to suitable and essential If it is considered appoint regular may the Committee so, or both, advisor(s), project or hire advisor(s) on the Committee’s advice provide to and suitable, essential seen As performance. expenses at fees on such advisors’ decide may NRC CPN’s 2) charter and amend the Committee Revise approval and seeks circumstances in line with prevailing Board Duties and responsibilities of the of the Duties and responsibilities Remuneration 1) and method compensation a clear Consider of the members directors, for standard the for that as well as sub-committees, equitable are they so that & CEO, President the to corresponds and appropriately and responsibilities, duties assigned respective and environment business current well as of the Company results performance of their discharge an effective will facilitate as compensation proposed The responsibilities. those of to be comparable also should plan or similar within the same other companies the Company, as sector industry and business the overall consideration into take and also of the shareholders value the total to increase term the long in equity 2) and directors for the compensation Consider and, endorsement for the Board it to propose meetings of the approval it for tabling in turn, shareholders’ 3) of the performance and evaluate goals Define reasonable set to & CEO the President compensation Duties and responsibilities of the Nomination of the Nomination Duties and responsibilities 1) and size, structure, the appropriate Consider suit the to of the Board composition environment and changing organization comprises structure Board that 2) Ensure who are experts and honest ethical in and skillful experienced, knowledgeable, of the conduct to relevant fields diverse are members Board Furthermore, business. of gender, with non-discrimination selected or other skill, professional age, religion, race, qualifications 3) directors, selecting for criteria the Consider those persons and nominate select as well as by be considered to and appropriate qualified further before of Directors the Board for meetings shareholders’ submission to directors appointment as 4) & President selecting for the criteria Consider those and nominate select as well as CEO, be to and appropriate qualified persons for of Directors the Board by considered & CEO President appointment as 5) the opportunity Shareholders minority Allow as selection for persons qualified propose to with shareholders provided This directors. held meetings shareholders’ time prior to enough being & President 6) for plans succession Formulate position and review and senior executive CEO basis on a regular such plan 7) to relating strategies appropriate Consider and organization management human capital its ensure to be implemented to development business with the Company’s consistency operations ANNUAL REPORT 2014 110 recommendations management strategies andprovide Participate inCPN’s annualanalysis6) ofrisk review themanagement’s responsive actions Acknowledge comparison5) theidentified key withthemanageable risks and risks to CPN Review risks CPN’s anddeviation4) overall acceptable riskmanagement in by theCompany Review andendorse themanageable levels of 3) established by themanagement Assess theeffectiveness ofriskmanagement 2) every corporate level structures anddevelopment frameworks at onallriskmanagement policies, strategies, Acknowledge andprovide recommendations 1) Committee Duties andresponsibilities oftheRiskPolicy Member Note : Mr. Preecha Ekkunagul 5. Member Mr. Prin Chirathivat 4. Member Mr. Kobchai Chirathivat 3. Chairman Mr. Kanchit Bunajinda 2. Mr. Paitoon Taveebhol 1. the RiskPolicy Committeeare asfollows: The namesandpositionsofthemembers • • comprising as follows: Committee, whichconsists offive members, appointment ofthemembers oftheRiskPolicy The Board ofDirectors isresponsible for the RISK POLICYCOMMITTEE to nomination andremuneration Perform otherBoard-assigned duties related 3) The Chairmanisanindependentdirector. Five directors 1 Taking thepositiononMay 29, 2014 1 Member in business performance. practices, whether instrategic plan definition or adhere andconform to suchriskmanagement explicitly responsible unitandthat allCPNunits management issystematically conducted by an department to steer andensure that CPN’s risk executives andtheexecutives from each core risk management committee consisting ofsenior In addition, themanagement has appointed a Perform12) othertasks as activities assigned to theBoard by every theBoard. quarter 11) R quality impacts onshareholders andoperational based onimmediate andlong-term financial 10) Ensure proper prioritization ofCPN’s actions risk strategies can effectively address identified issues corporate risks andensure that CPN’s 9) goals andkeyAcknowledge riskKPIs reports onthetrends of Supervise theidentification ofperformance 8) management Provide directions and guidancesupervision for7) risk . r ocatBrmca Member Member Chairman Mr. Somchart Baramichai 3. Ms. Wallaya Chirathivat 2. Mr. Preecha Ekkunagul 1. Development Committeeare asfollows: Corporate Governance and Sustainable The namesandpositionsofthemembers Development Committee consists of11members : Corporate Governance andSustainable COMMITTEE SUSTAINABLE DEVELOPMENT CORPORATE GOVERNANCE AND eport thecommittee’s riskmanagement 111 apital expenditure budget exceeding exceeding budget expenditure apital Duties and responsibilities of the Executive Duties and responsibilities Committee of Board the for 1) the followings Screen : approval for Directors 1.1 plans CPN strategic plans 1.2 on CPN’s based estimates, budget Annual strategic C 1.3 MB 200 concerning and operations Activities 1.4 1.5 and acquisitions mergers 2) & CEO Appointment of the President under the budget performance goals CPN’s Monitor and 3) and financial with banks transactions Approve normal CPN’s constitute institutions that business with subsidiary transactions Approve 4) as in securities and investment companies of Directors Board the by assigned 5) transactions and legal rights notary’s Approve and all CPN shopping centers concerning or support normal constitute that subsidiaries business in MOU the participation Approve 6) of understanding)-Joint- (memorandum The names and positions of the members of of The names and positions of the members as follows : the Executive Committee are 1. Chirathivat Suthichai Mr. 2. Chirathivat Suthikiati Mr. Executive 3. Chirathivat Suthichart Mr. 4. Chirathivat Sudhisak Member Mr. Member 5. Chirathivat Sudhitham Mr. 6. Chirathivat Prin Mr. Member Member Chairman Member Committee, which consist of a total of six members, of a total which consist Committee, follows: as comprising governance and and governance EXECUTIVE COMMITTEE the for is responsible of Directors Board The of the Executive appointment of members 1) and of Conduct Code and amend CPN’s Define ensure to Policy Governance Corporate before guidelines with international alignment approval for the Board submission to and governance 2) corporate and revise Define regulations, policies, development sustainable and with promoting together and guidelines, on related recommendations providing and activities programs corporate 3) CPN in communicating Represent development and sustainable governance management, with directors, activities and all stakeholders employees, disclosure comprehensive accurate, Ensure 4) corporate of CPN’s via information development sustainable channels communication appropriate of the all components and revise Review 5) and Sustainable Governance Corporate and duties Committee’s Development alignment with ensure to responsibilities submission before policy governance corporate approval. for the Board to Duties and responsibilities of the Corporate of the Corporate Duties and responsibilities Governance and Sustainable Development Committee 4. 4. Chirathivat Suthipak Mr. 5. Tangpoonsinthana Nattakit Ph.D. Member 6. Chirathivat Narttaya Mrs. 7. Sooksridakul Panida Mrs. Member 8. Major Narit Ratanaphichetchai 9. Sriwanvit Naparat Ms. Member Member April Srivikorn Mrs. 10. Member 11. Uahwatanasakul Chanavat Mr. Member Member Member ANNUAL REPORT 2014 112 MajorNaritRatanaphichetchai 8. Member Mrs. Panida Sooksridakul Member 7. Mrs. Narttaya Chirathivat 6. Member Ph.D. Nattakit Tangpoonsinthana 5. Mr. Suthipak Chirathivat 4. Member Mr. Somchart Baramichai 3. Member Chairman Ms. Wallaya Chirathivat 2. Mr. Preecha Ekkunagul 1. Committee are asfollows: The namesandpositionsoftheManagement MANAGEMENT COMMITTEE onacase-by-case basis Approve otherBoard-assigned transactions 12) Promote andmotivate employees management ofseniorexecutives 11) 10) Be responsible for humanresource Approve capital expenditure ofupto 200MB 9) reserve Approve theallocation ofnet income for legal development for upto 100MB 8) provisions provisions for losses duringproject for losses from depreciated investment, and provisions for doubtful accounts, provisions decrease inaccounting reserves suchas Approve theestablishment, increase or 7) upto 200MBininvestment value projects andjoint-venture agreement worth Venture Agreement undervarious investment Business Development and Project Construction Project and Development Business Executive Vice President, Project Development 1 1 Development Project President, Vice Management Executive Property President, President Vice the of Executive Office President, Vice Marketing Executive President, Vice Offi Executive President, Vice Operation Executive President, Vice Executive President, Vice Executive Senior CEO & President ce of the President President the of ce Member Member

1 Mrs. AprilSrivikorn 11. Member 10. Flt.Lt. Kree Dejchai Ms. Naparat Sriwanvit 9. assigned by theBoard ofDirectors orthe Executive Committee 5.5 5.4 supportnormalbusinessApprove capital expenditure ofupto 50MB centers andsubsidiaries that constitute or Perf transactions concerning allCPNshopping 5.3 by theBoard ofDirectors andtheExecutive Committee andinvestment insecurities as assigned Ac constitute normalbusiness 5.2 Trans 5.1 Bankandfinancialtransactions that Committee as assigned theBoard ofDirectors andtheExecutive Consider theapproval ofvarious operations for 5) Nominate thePresident &CEO’s direct reports 4) Present operating expenditure over 50MB 3) Prepare andpropose annualbudget estimates 2) Prepare andpropose strategic business plans 1) Committee Duties andresponsibilities oftheManagement Note :

Special Project Development Project Special Management Risk and Accounting Executive Vice President, President, Vice Executive Finance, President, Vice Executive Executive Vice President, Corporate Strategic Offi Strategic Corporate President, Vice Executive 2 1 Taking thepositiononSeptember 1, 2014 Taking thepositiononApril1, 2014 tion onnotary’s rights andlegal orm othertransactions as may be actions withsubsidiarycompanies 2 1 Member Member ce 113

Note: Note: - C Chairman - Member M - A Advisory 1. 1. Chirathivat Suthichai Mr. 2. Taveebhol Paitoon Mr. 3. Panichapat Chackchai Mr. 4. Tulayadhan Sunandha Mrs. 5. Kittisataporn Karun Mr. 6. Bunajinda Kanchit Mr. 7. Chirathivat Suthikiati Mr. 8. Chirathivat Suthichart Mr. 9. Chirathivat Sudhisak Mr. Chirathivat 10. Sudhitham Mr. C 11. Chirathivat Kobchai Mr. M M 12. Chirathivat Prin Mr. M 13. Ekkunagul Preecha Mr. M - M M M C M M M M M - M - - C - - M M M - - M - - M - - - C - - - A A - - M - - - A - - M M M Summary of the appointment of directors on sub committees of directors Summary of the appointment Director of Board Audit The The Nomination Directors The Risk Committee and Policy Committee Remuneration Committee ANNUAL REPORT 2014 114 rightprotection treatment, including therightto investors, withbasic shareholding rights and majororminorones, foreign orinstitutional the has no pyramid shareholding structure within Group. joint-holding orcross-holding ofshares. Italso CPN, its affiliates, andjointventures, withno astraightforward structure ofalliance among returns from theirinvestments by maintaining • • rights ofevery shareholder: CPN takes thefollowing measures to protect the 1. RightsofShareholders Below are thefive sections ofCPN’s CG principles: CORPORATE GOVERNANCE POLICY Indices (DJSI), andotherinternational standards. ASEAN CG Scorecard, Dow Jones Sustainability Institute ofDirectors Association’s (IOD) criteria, of theStock Exchange ofThailand (SET), theThai Corporate Governance for Listed Companies 2012 fully conforms to The Principle ofGood version ofCPN’s Code ofConduct andCG Policy to ensure completeness andclarity, thecurrent Revised andupdated onSeptember 26, 2014, sustainability. the policy targets socialandenvironmental of CPN’s business andsatisfy allstakeholders, 2004. Besides aimingto raise theeconomic value CPN’s corporate governance, theBoard ofDirectors has formulated Recognizing thesignificance ofgood corporate GOVERNANCE CORPORATE CPNequitably provides shareholders, whether CPNensures that shareholders willreceive full governance (CG) Policy since fundamental adequately informed ondecisions about CPN’s changes. dividends;andto participate inandbe set their fees; to receive partofCPN’s profit as appointanddismissexternal auditors and manage CPN;to set Board compensation; to transactions; to elect ordismissdirectors to shareholders’ meetings andvote onsignificant clear andaccurate information; to attend purchase, sell, andtransfer shares; to receive • guidelines to promote genuine equality include: institutional orforeign investors. Practical discrimination, whether majororminorones, treatment to allshareholders without CPN observes theprinciple ofaffording equitable 2. Equitable Treatment ofShareholders • approval, ifapplicable. CPNdiscloses complete, to theBoard andshareholders’ meetings for their review andcomments before submission must besubmitted to theAudit Committee for Transactions withpossible conflicts ofinterest InsideInformation” onpage 129 under “Control andPrevention oftheUse conflicts ofinterest. Relevant details appear prevent abuseofinsideinformation and communication between shareholders. CPN’s information system orobstruct taken to limitshareholders’ rights ofaccess to theright-exercising period. Noaction willbe convenient access to information, as well as system, withduerespect for theequitable and distributed viaSET’s information disclosure CPNhas putinplace internal regulations to Details abouttheexercise ofthese rights are 115 For and English. in Thai are notices Meeting essential, CPN enclosed notice, In the meeting • posted was notice the meeting AGM, 2014 the 30 days 2014, 20, on March website on CPN’s distributed and was date, of the meeting ahead provided This ahead. 21 days shareholders to the examine time to with enough shareholders information. • as well as and rationales, facts adequate on the agenda on all items comments directors’ AGM The comprises: consideration. shareholders’ for agenda 1) basic CPN provides of Directors: Nomination each including on candidates, information of directorship, type age, name, one’s courses training/seminar director education, in other positions held experience, attended, number of being a director, date businesses, in and participation position, in each of years member of such as meetings committees’ years, three of the last committees information and other in CPN, shareholding in incurred of interest conflict any such as year. the previous on information 2) CPN provides Compensation: of compensation and form amount, the policy, position and responsibility, director’s each for September from directors and nominate items included This 2014. January 15, 2013 to 24, agenda meeting query to rights shareholders’ their submitting by date the meeting before for Criteria Secretary. the Company to queries the by agreed which were such consideration, website. CPN’s at be viewed can Board, any proposed no shareholder in 2014, However, consideration. for item name or agenda floor, floor, rd with the shareholders minority CPN provided on and guidelines under the principles Acting Centara Grand & Bangkok Convention Center at at Center Convention & Bangkok Grand Centara Patumwan, 1 Road, Rama 999/99 CentralWorld, personally shareholders of 1,981 A total Bangkok. their proxies by represented or were attended together issued) of all shares 75.95% to (equal of 66.67% to (equal the 12) directors with 8 (of the Chairman of the included which the Board), Committee, Chairman of the Audit Board, and Remuneration Chairman of the Nomination Chairman of the Risk Policy Committee, Financial Chief & CEO, President Committee, and the external Secretary, Company Officer, as are proceedings of the AGM Details auditor. follows: Before the Meeting the Before • CPN recognizes the importance of giving identical of giving identical the importance CPN recognizes all to treatment equal and affording rights been have guidelines Relevant shareholders. during and (before, actions actual for adopted meetings. all shareholders’ for meetings) after 2014, April 25, on Friday, held was AGM 2014 The 23 Ballroom, World at hours 14.06 at • 2014 AGM: and under the law information essential under appear details Relevant regulations. on of Interest” 129 of Conflicts “Monitoring page agenda additional in advance propose right to all shareholders to treatment equal affording detailed as meetings during shareholders’ below: ANNUAL REPORT 2014 116 Panichapat, Chairman oftheNomination and Remuneration Committee. 95 shareholders appointed Mr. Chackchai - Taveebhol, ChairmanoftheAudit Committee. 541shareholders appointed Mr. Paitoon - directors as theirproxies. Details are as follows: AGM, 636 shareholders appointed independent for shareholders’ voting by proxy. At the2014 ofthefive independentdirectors are provided cpn.co.th. Inaddition, thenames andprofiles download Proxy FormsA, B, andCfrom www. shareholders’ meetings. Shareholders can details abouthow to appointaproxy to can state theirvoting preference, together with themeeting notice Proxy FormB, onwhichthey attend themeeting themselves by enclosing in in information withoutinforming theshareholders advance. item, andnoamendmentmade to material document distributed at themeeting, noadded • • theamountpaidinprevious year. proposed for approval, incomparison with onthedividendpolicy anddividendamount Dividend Payment: 4) CPNprovides information other auditors’ fee, presented separately from fees. consideration ofthesuitability ofthe years withtheauditcompany for independence, andthenumberofservice auditors andtheiraffiliations, auditors’ provides information onthenames of 3) Appointment ofExternal Auditors: CPN criteria, andtheprocedures for determining compensation. CPNfacilitates shareholders whocannot There was nosignificant, extraordinary • During theMeeting • • • • • • • and uptheprocess andensure information accuracy reliability. eased registration andvote counting to speed periodbefore themeeting. Abarcode system answer allaspects ofshareholders’ questions. external auditor attended themeeting to clearly President &CEO, executive management, and Nomination andRemuneration Committee, oftheAudit Committee, Chairman ofthe meeting. The ChairmanoftheBoard, Chairman theirviews andraise theirquestions at the inprogress andvote onremaining items. invited to observe themeeting. from KPMGPhoomchaiAudit Limited were law and CPN’s regulations. Representatives themeeting notice, instrict conformance to the following respective agenda items as stated in voting for each agenda item andpresented withthe scores. convenience. for each agenda item for shareholders’ voting votes. The ballots were prepared separately shareholders’ meeting. vote-tallying procedures before the share yields onevote. equivalent to thenumberofshares held. One CPNprovided at least atwo-hour registration CPNallowed shareholders to freely express Shareholders were allowed to attend ameeting CPNtransparently conducted theAGM by Participants were informed ofthevoting result CPNintroduced theuseofballots for casting Shareholders were informed by CPNaboutthe CPNprovided shareholders withvoting rights 117 Stimulate growth with quality quality with growth Stimulate Satisfy the customers with good customers the Satisfy Customers: Shareholders:

• of customers; treatment and proper fair, service, and actual correct, complete, provide satisfaction customer undertake information; to used of which are the results surveys, These the service. improve continuously below: described are activities 1. standardized and providing Managing under the supervision of tenants to services Unit and Control Promotion the Standard included SCU run by activities The (SCU). work of policies, the standardization all branches, at tenants to related processes of the services and public information CPN. by provided and evaluation 2. staff of service Developing relations tenant including of their services, serve to store each to visits daily staffs’ and their problems to and listen tenants also are staff service Customer complaints. shopping areas around walk to assigned shoppers’ handle to center inside every provide or promptly questions them a saving thereby recommendations, the PR counter. trip to 3. significant any and communicating Meeting least at with tenants plans operational • sustainable the shareholders’ for and stability performance; and efficient with good benefit to rights equal the shareholders’ respect correct disclose information; necessary receive business conduct information; and actual and fairness. transparency, on honesty, based of “Rights under appear details Relevant of Treatment “Equitable and Shareholders” Shareholders” of organizing opinions on the Shareholders’ were meeting shareholders’ of each Minutes of a webcast view also could Shareholders of every the resolutions CPN submitted CPN values all stakeholders and observes and observes all stakeholders CPN values clearly It has benefits. of common sustainability in its stakeholders toward and roles policies set as Stakeholders”, for Conduct of Business “Code below: detailed 3. Roles of Stakeholders of 3. Roles • • • After the Meeting • a through obtained were meeting shareholders’ acquired information The survey. satisfaction of the efficiency improving to then applied was meetings. shareholders’ future assessment a quality CPN received In 2014, assessment quality the AGM for of 98.75 score Investors the Thai by conducted jointly project, and Exchange the Securities Association, Companies Listed and the Thai (SEC), Commission included criteria assessment The Association. shareholders’ each before undertaken steps and date on the meeting and activities meeting afterward. the through and English in Thai distributed the after days within 14 website Company’s SET within sent to with a copy date, meeting period. the stated a video or request website via CPN’s the AGM of the Office from meeting of each recording Secretary. the Company SET’s through meeting shareholders’ day on the same system disclosure information informed. might be shareholders non-attending so that immediately ANNUAL REPORT 2014 118 theoutcomes for service improvement. needs ofeach tenant group andassessing Conducting focus groups to learn thespecific 8. Call Center at +66(0) 2635-1111, etc. branch, I-Box, Company website andCPN contact withtenant service officers at each andto voice complaints, including direct customers to receive business information Providing more communication channels for 7. procurement principle. inlinewiththeValue Chain needs andexpectations viaresponsive Creating superiorvalue to satisfy customers’ 6. excellence inservices. customers’ needs as well as to improve CPN’s informed andaware ofany tenants and regular andannualbasis, inorder to be theservices provided to thetenants ona Undertaking satisfaction surveys relating 5. to businesses. owners’ preparedness inrunningtheir andtheshoppingcomplex to enhance shop jointsales promotions between retail shops product launches, business partnerships, and occasions, including shopopenings, new as organizing activities onassorted Jointly developing 4. plans withtenants such complexes, CPNholds onetenants’ meeting every quarter. improvement. Forexisting shopping recommendations for continuous service to express theiropinionsandmake any meetings provide anopportunity for tenants marketing activities. Furthermore, these announce its policies andto plan any joint CPN’s shoppingcomplex, inorder to tenants whenopeningorrenovating any once ayear, including meeting withthe bargaining, andopentendering procedures. procedures, whichinclude E-Auction, price development, andconstruction management defined inCPN’s procurement, project Business partnerselection processes are clearly environmental relationships, including economic, social, and cooperation. facilitate mutualtrustandlong-term procurement procedures andpractices to benefit, CPNobserves its clearly detailed treatment ofbusiness partners andjoint life, andproperty. company’s management, issafe for health, insideandaround theproperty underthe 10. Overseeing that theenvironment, thearea thecompany’s sales campaigns. especially thoseaboutsex orimmorality, in attitudes, socialdivision, orimproper values, orcontents that may cause negative publicrelations media by notusingimages Recognizing theimportance of developing 9. • • performance to creditors as required, CPNhas ofsuchagreements, withregular reporting ofits inloan agreements ortheterms andconditions While maintaining its financial ratios as specified repayment CPN’s healthy financialstanding andloancapabilities. operate thebusiness to assure creditors about conditions as agreed; andcompetently loans andinterests; thoroughly honorloan damage to CPN;ensure timely repayment of objectives; avoid usingtheloans to cause creditors; manages loans according to lending

Creditors: Business partners: Strictly respect agreements with Based onequitable 119 Society, communities and the environment: communities Society, and regulations and/or laws relevant Respect

Economic (Asean AEC Organizing 1. study and share to seminars Community) of the operation regarding information Indonesia, Vietnam, in Myanmar, businesses and other neighboring countries. on the shopping Sharing of information 2. strategies. international and notable businesses center 3. the dissemination for production Newsletter about the and information news of relevant countries. and in Thailand business shopping center other the automotive-business Supporting 4. Business (World WBCSD entrepreneurs’ Development) Sustainable for Council by problems traffic in solving Project review to members association assigning that buses shuttle for facilities their parking their for services transportation provide and students. employees bolster to activities sports Organizing 5. members association between relationships the including and other organizations, and agencies of Thailand Authority Tourism Metropolitan under the Bangkok Administration. • inventing such as standards, surpass try to of energy-efficient the innovation or applying and office shopping centers in CPN’s buildings of the company the operation monitor buildings; of life the quality damaging it from and prevent and the environment; communities, of society, education, of life, quality in its society develop protection. and environmental saving, energy Conduct business with with business Conduct CPN provides fair and proper fair CPN provides Business competitors: Employees:

seeking improperly from refrain fairness; refrain information; confidential competitors’ rights property abusing the intellectual from the promote or those of competitors; of others the overall benefits that of information sharing of shopping and management development and the business strengthen to complexes economic, national sustainable to contribute development. and environmental social, Shopping Center of the Thai establishment The cooperation close exemplifies Association to designed peers, CPN and industry between and experience directions business useful share with CPN holding benefit, common for in the association and directorship membership included joint discussions In 2014, 1998. since matters: the following without discrimination, of employees treatment job compensation, in opportunity, whether or competency transfer, job assignment, employees’ managing as well as development, of their lives the safety ensure to workplaces CPN encourages In addition, and properties. and employees the Company between dialogue information present to or their representatives the improve to so as decision-makers its to joint of in pursuit lives of their work quality development. • • interest on either debt or defaulted never among concern any or caused payment, Moreover, ability. debt repayment on its creditors under its subsidiaries to only loans CPN provides with no financial structure, shareholding company. unrelated any to offered assistance ANNUAL REPORT 2014 120 people’s intellectual property rights. their work does not constitute aviolation ofother application ofresearch findings orotherdata in encouraging employees to ensure that the Information Technology Department, and been inspected andinstalled by CPN’s such as usingonly licensed software that has stipulated categories ofintellectual property, classified commercial information, orother whether intrademarks, patents, copyrights, or regulations onintellectual property rights, CPN conducts its business strictly under thelaw Policy onintellectualproperties • • “Sustainability Management” onpage 65 socialsectors. Relevant details appear under that spreads knowledge andexperience to all establish anenvironmental protection network conservation to its relevant stakeholders to spreads knowledge ofenvironmental Furthermore, CPNactively communicates and andtheenvironment. into account impacts ontheeconomy, society, development ofsociety andthe country, taking organizations for joint, sustainable organizations and otherrelated social information-sharing withindependent organizations: orcompany-initiated projects. public, whether as assigned by the actively implements projects beneficial to the country underrelevant law andcriteria; government policies for thebenefit ofthe

Independent organizations andrelated social Government: CPNupgrades cooperation and Cooperate andsupport government stated by thelaw. compensation at arate comparable to what is are affected by CPN’s operation by offering is theprotection ofstakeholders whoserights Another example ofCPN’s humanrights practices standards oftheprinciples ofhumanrights. stakeholders to observe the international investors, business partners, andall CPN andencourages subsidiarycompanies, monitoring of human rights compliance within condition, status, orbirth. Italso promotes the race, gender, age, skincolor, religion, physical dignity andnon-discrimination ofnational origin, labor. Allstakeholders are treated fairly onhuman rights violation suchas forced labor orchild conducts have noconnection withany human human rights, andensures that its business CPN promotes andrespects theprotection of transparently executed. its overseas investments are properly and country, including tax-related laws, to ensure that strictly observes thelaws ofevery targeted social, andenvironmental impacts. CPNalso city planning laws to avoid causing any economic, operation. Forexample, CPNfully complies with of any legal revision that may affect its business development stages, withconstant monitoring and complying with themthroughout the during conducting feasibility studies ofprojects such as undertaking studies ofrelevant laws cultures. CPNalso tries to surpass standards, laws, as well as relevant customs, traditions, and compliance, whichincludes domestic andforeign A key basis ofCPN’s business conduct islegal laws andregulations Policy onadherence tohumanrightsprotection 121 .co.th floor, The Offices at CentralWorld at Offices The floor, th 999/9 Rama 1 Road, Patumwan 1 Road, Rama 999/9 10330 Bangkok 1200 5555 ext. 2667 : +66(0) Tel Email : whistleblower@cpn Whistleblowing and Complaints for responsible up a committee set CPN has or complaints and investigating reviewing of assignment clear given and has information, with deal to and procedures responsibilities, roles, and with transparency such situations can whistleblowers that ensure to accountability in this process. confidence have trust and fully any suspect or stakeholders employees Should of the law, or those in violation activities unlawful conduct, of business or code regulations, rules, together complaints or file alert ask, can they or the company to evidence with detailed channels. via the following agencies relevant management or CPN’s Committee the Audit Then, such activities to related the facts will investigate for the Board to findings its and propose and further consideration. acknowledgement follows: as are channels of communication Details Committee Audit Limited Company Public Pattana Central 30 Sector Collective Action Coalition Against Against Coalition Action Collective Sector a and became guidelines (CAC) Corruption’s CAC by with the approval member of CAC certified 2015. on January 16, Council and other important policies of these Details and CG of Conduct “Code in the appear policies Measures. Anti-Corruption and Principles” Policy against fraud and corruption Policy position on its CPN stated 2010, 9, On November on anti- Coalition” Action “Collective the jointly a collaboration practices, corruption of Directors Institute Thai the by undertaken Commerce, Chamber of Thai (IOD), Association Listed Thai of Commerce, Chambers Foreign Bankers’ and Thai Association, Companies Association. and the Board Committee the Audit by Approved Anti-Corruption CPN’s 2014, 7, on November components the following prescribe Measures and functions: - Policy Anti-Corruption Effective the for procedures defined Clearly - Policy of the Anti-Corruption implementation - with anti-corruption compliance Strict procedures to practices anti-corruption CPN’s - Reporting public. the CPN’s execution, part of the corresponding As in staff included were Measures Anti-Corruption and staff, of new and the orientation training intranet website, via the Company’s disseminated In ensuring boards. and announcement system, procurement in CPN’s and transparency fairness anti-corruption practices, and business sent to were and emails letters notification including and customers, partners business service merchandisers, contractors, construction and tenants. providers, the Anti- implementing continually After a self- CPN conducted Measures, Corruption Private in line with the Thailand’s evaluation ANNUAL REPORT 2014 122 activities withbusiness partners, communicated exhibitions, festive events, andjointly held suchas thelaunch ofnew shoppingcomplexes, CPN’s majorbusiness updates andactivities, - reports. disclosure system, CPN’s website, andquarterly annualreport (Form56-2), SET’s information information disclosure form (Form56-1), communication channels, suchas CPN’s annual Conduct andCG Policy, provided viaassorted CPN’s dividendpayment policy, Code of directors andmembers ofsubcommittees; shareholders andvoting rights; information on CPNandits subsidiaries; information onmajor information, suchas financialstatements of CPN’s financialinformation andmaterial - decisions. Disclosure ofsuchinformation includes: receive reliable andadequate information for their that investors andallstakeholders may regularly information, whether financialornon-financial, so transparent, thorough, andtimely disclosure of CPN iscommitted to correct, complete, 4. Disclosure and Transparency with any stakeholder. In 2014, CPN was engaged innosignificant dispute in “Code ofConduct andCG Policy”. protected underthelaw. Relevant details appear customers, andoutsourced persons willbe The rights ofwhistleblowers whoare employees, Use i-dea Box located across theworkplace. Email :CEO@cpn Pratunam, Bangkok 10409 P.O. Box 99 The President &CEO .co.th .co.th

to theirrespective areas ofresponsibility. responsible for disclosing information only related marketing andpublic relations. These parties are relations, including top executives responsible for executives responsible for finance andinvestor the President &CEO, Company Secretary, andtop for disclosing its material information, comprising CPN has assigned specific persons responsible Responsible personsforinformationdisclosure held inBangkok andupcountry. throughout thisyear via15press conferences topics, including business overviews, risk provide detailed information onsignificant Form56-1 andtheAnnualReport (Form56-2) 1. channels: to thetarget group through thefollowing and timely dissemination ofmaterial information CPN ensures anaccurate, complete, equitable, twice ayear. shareholders, analysts, andinvestors to theBoard performance results andcomments from companies. The divisionalso presents practices onaparwithleading regional listed approaches for developing CPNInvestor Relations plans, including operational guidelines and formulate policies as well as quarterly andannual Relations works closely withseniorexecutives to shareholders, andthegeneral public. Investor managing relations withinvestors, analysts, disclosing theCompany’s information, and 2006 as thecenter for handlingenquiries, CPN established anInvestor Relations Divisionin Investor Relations 123 Meeting Investors of investor-meeting a variety hosted CPN regularly and senior executives that ensure to activities and explain investors meet Relations Investor strategic on performance, information specific and a growth, on business guidelines plans, CPN has joined SET in organizing quarterly quarterly SET in organizing joined CPN has senior its so that activities Day” “Opportunity quarterly the Company’s present may executives and explain results on performance reports projects, expansion such as progress, business deal to and how trends, business projects, new by caused effects and negative with positive is a good This factors. and external internal the and answer meet to executives for opportunity and investors, analysts, from questions this year, quarter In each in person. shareholders and the interested of 40-50 investors an average a live provides SET also public participated. monitors Computer website. via SET’s webcast the so that of CPN executives up in front set are real-time and get post their questions can viewers during Q&A the management from responses visual and audio recordings Furthermore, sessions. through provided are presentations of executives’ on the CPN website and posted system a webcast quarterly Company’s the that ensure to to disseminated is comprehensively performance who did not participate. investors people 4,103 over Furthermore, a month. electronic Relations’ Investor to subscribed newsletters. and Quarterly Meetings with Shareholders Investors governance, financial governance, and management, structure capital factors, corporate of inside management transactions, connected information, projects. and future and performance, status Analysis and Discussion Management The 2. which reports, and annual quarterly (MD&A) and financial operation detailed provide and analysis including information, in changes causing of factors explanations of reports progress results, performance or factors key under development, projects and results future affect may that influences provides report This financial status. with enough and investors shareholders their decision-making for information accurate of the Company’s and monitoring on investment performance. via the information its CPN discloses 3. Relations” “Investor under website www.cpn.co.th and the interested investors’ facilitate to website, The information. study of its public’s been has and English, in both Thai available discloses Relations Investor updated. regularly financial information, such as information, corporate structure, shareholding MD&A, submitted information company governance, Portal SET Community its SET through to Form 56-1, Annual Report, system, (SCP) minutes meetings, shareholders’ to notices and releases press meetings, of shareholders’ (IR calendar relations investor releases, photo existing for factsheets and Calendar), Event used and presentations projects, and new and international during both domestic website The senior executives. by roadshows with over a month, visitors 9,197 over received information of the webpage viewings 286,665 ANNUAL REPORT 2014 124 investors’ opinions. Shareholders, investors, and receiving andexchanging shareholders’ or information, handlingenquiries, andregularly continue to serve as thecenter for disseminating CPN hopes that theInvestor Relations Divisionwill telephone 4-6times perday. 6. Communicating information viaemailand Holding 14 conference5. calls withinvestors. executives. operation through presentations from management, where they appreciated business Company’s shoppingcenters underCPN’s took foreign andThai investors to visitthe CPN, incooperation withsecurities companies for investors andsecurities analysts. This year, 4. Via priorappointments, hosting19 site visits session. management directions, followed by aQ&A andattend hispresentation ofvisionand CEO post, witheffect from January2, 2014 Mr. Preecha Ekkunagul whohas taken upthe andThai institutionalinvestors to introduce 3. Organizing CEO Forumtwice, inviting analysts information. viapriorappointments, acquire Company executives andinvestor relations specialists to, institutionalinvestors, to meet CPN’s senior as well as Thai andforeign retail and Hosting 64company visits to enable analysts,2. 3domestic roadshows. - 9overseas roadshows - Hostingroadshows, whichwere divided into: 1. included: answering questions. This year these activities summary ofmajorevents in2014, including E-mail: ir@cpn Fax: +66(0) 22645593 Tel: +66(0) 2667 5555ext. 1614 or1688 Bangkok 10330, Thailand 999/ 9 Rama IRoad, Patumwan 31 Central Pattana Public Company Limited Investor Relations Division additional information through: interested parties may contact theCompany for well as appointingtheCompany Secretary to help Committee, andoneManagement Committee, as set upfour Sub-Committees, oneExecutive operational aspects underCG principles, CPNhas To ensure aninclusive supervisionofall their duties for thefullbenefit of CPN. directors can effectively andefficiently discharge qualified underCPN’s standard, independent “Management Biography” onpage 247 Fully directors’ names andinformation appears under one-third ofthetotal. Alistofindependent out ofatotal of13, accounting for more than The Board consists offive independentdirectors The Board’s structure the prevailing business environment. and revision to confirm theircompatibility with five-year strategic plans, withanannualreview setting forth its policy, vision, missions, and supervision ofCPN’s business operation by with CPN’s CG policy, theBoard undertakes close Ensuring profit optimization andstrict compliance 5. Board Responsibilities st Floor, The Offices at CentralWorld .co.th 125 than five on more must not serve A director up for office hold may Independent directors in another directorships hold may President The • this Currently, companies. SET-listed applies. requirement • up to to extendable terms, consecutive two to from effect Taking in total. nine years is not this decision 2013, 27, September who independent directors for retroactive directors’ before their titles assumed appointment in 2008. • his must not affect but such action company, the In addition, CPN. for responsibility own must not be in the same other company Board with CPN. or in competition business accepting before sought be must first approval of As in another company. a directorship is not a the President 2014, 31, December other than CPN. company listed of any director for the Board, executives, and employees. The The and employees. executives, Board, the for of the Board the meetings over Chairman presides ensuring smooth the shareholders, as well as and shareholders and giving directors meetings and their views express to opportunities and creatively. freely recommendations and managing for responsible is President The under CPN businesses day-to-day administering with a and missions, vision, plans, strategic its and objectives, law, bound by of authority scope the decisions to in addition regulations, company meetings. and shareholders’ of the Board and limiting the number of companies on Policy and the directors for of directorship the term President governance. Roles of the Chairman and the President Roles and checks and segregation role For clear are the Chairman and the President balances, persons. different two always himself, not being an independent director While shareholders. Chairman represents the current and of the Nomination on the deliberation Based and with the approval Committee, Remuneration is appropriate structure the current of the Board, is a forte in fact, and, business CPN’s for and business success constant supporting CPN’s the Chairman is knowledgeable, since growth, and property in the retail skillful experienced, the to and conforms industries, development of good principles of the Board, the Charter bound by a director As of the Code to the Chairman is committed model a role in providing policy and CG Conduct Diversity in Board structure Diversity in Board of the Board’s on the diversity emphasis CPN’s in the Code defined is clearly policy its structure, and the Nomination Policy and CG of Conduct The Charter. Committee and Remuneration structure its that it appropriate considers Board who are experts and honest ethical comprises in and skillful experienced, knowledgeable, of business. conduct the to relevant fields diverse with selected are members Board Furthermore, age, religion, race, of gender, non-discrimination qualifications. or other skill, professional the Board in performing its duties. Relevant details Relevant duties. its in performing the Board on page Structure” “Management under appear 102 ANNUAL REPORT 2014 126 for example, the determination ofthe for consideration, opinions, andsuggestions- submitfulldetails oftheincidentto theBoard any stakeholder, themanagement will ormay have asignificant impact onCPNand/or and voting onthat item. agenda item mustabstain from themeeting Departmentinattendance to take notes. withtheCompany Secretary andLegal andfreely express ideas withduediscretion, issueandencourages alldirectors to creatively enough timefor discussion ofeach significant methods at shorter notice. for suchmeetings can bemade through other protect CPN’s rights orinterests, appointments time, place, andagenda. Inemergencies, to invitation letter specifying themeeting date, inadvance for consideration, together withan operations to thedirectors at least seven days form withoutaffecting CPN’s business documents that can berevealed inawritten before inclusion inameeting. agenda items for consideration by theChairman Board meeting. Alldirectors can freely propose Secretary jointly set aclear agenda before each 41agenda items for acknowledgment. total of41agenda items for consideration and andoneextraordinary meeting, consisting ofa meetings, consisting offive regular meetings meetings ayear. In2014, there were sixBoard entire year inadvance, withat least six • • • • • • Board meetings Ifasituation occurs that iscritically important Any director withavested interest onany Duringeach meeting, theChairmanallocates The Company Secretary mustsubmitmeeting The Chairman, President, andCompany The Board jointly plans meeting dates for the withcrisisresponse measures. earthquakes andtheSouthern unrest, together investment andimpacts from Northern Region contractual framework required for overseas • • • • • • documents. inelectronic files together withtheoriginal information and documents are safely stored regulations, andguidelines currently ineffect. revised andrelevant laws, as well as rules, activities oftheBoard fully conform to any updates ongood CG practices, sothat ongoing are crucialto CPN, together withany news and inrelevant laws, rules, andregulations that evaluations for 2014 averaged 96.75%. meeting arrangement. The outcomes ofsuch improvement ofdirectors’ performance and at every Board meeting to promote constant management for furtherimprovement of CPN. acknowledged by theBoard andthe andrecommendations from themeetings were responsibility activities. Asummaryofissues management, andoperation oncorporate strategic plans, business directions, risk were held in exclusive meeting ayear. In2014, two meetings acknowledgment. Board-approved targets, for thedirectors’ reports, comparing achievements against the soonas possible. additional details/information to theBoard as Company Secretary willcoordinate andsubmit information from any involved department, the requires follow-ups and/or additional The minutes ofBoard meetings andallrelevant The Board also regularly considers any changes The efficiency ofBoard meetings isevaluated Non-executive directors musthold at least one The Company Secretary mustsubmitmonthly Forany question arising duringameeting that August and November to discuss 127 Procedure Method

• Secretary the Company year, the end of each At director, every to form will send a self-evaluation a summary prepare forms, the completed collect an as meeting a Board it to and submit report, and discussion. acknowledgment for item agenda Self-evaluation Form Subcommittee’s 3. Committee, 1) Audit including All subcommittees Committee, and Remuneration 2) Nomination and 4) Corporate Committee, 3) Risk Policy Development and Sustainable Governance annual self- must undertake Committee applied of which are the outcomes evaluation, supporting CPN boost their input to to dimension of its and each work committees’ operation. business 2. Director’s Self-evaluation Form Director’s 2. • and reviewing in director each assist to Designed this evaluation enhancing his/her performance, obligation, legal aligns with the Board’s fully form and of Conduct, and Code Charter CPN Director’s and of the Securities guidelines the best-practice and the Stock (SEC) Commission Exchange on: focusing by (SET), of Thailand Exchange 1) and performance of conduct code Director’s and supervision, formulation, Strategic 2) operation of CPN’s monitoring stakeholders. 3) toward Responsibilities responsibility programs, anti-corruption practices, practices, anti-corruption programs, responsibility and an in-depth analysis, competitive-landscape lifestyles. generation’s study on new The Board gives its opinions and its gives Board The The Board evaluates the scores the scores evaluates Board The Procedure Method

given to the following six aspects of its operation: of its six aspects the following to given 1) and qualifications structure Board of the responsibilities and duties, roles, The 2) Board meetings 3) Board performance 4) Board with management 5) Relationship and executive self-improvement Director’s 6) development. suggestions or identifies special issues of of issues special or identifies suggestions aspects or different performance about its interest operation. of CPN’s • Component II Component I • The board’s self-evaluation The board’s Self-evaluation Form Board’s 1. At the end of each year, the Company Secretary the Company year, the end of each At director, every to form will send a self-evaluation a summary prepare forms, the completed collect an as meeting a Board it to and submit report, and discussion. acknowledgment for item agenda on the commented also the Board year This and image leadership of CPN’s promotion social including governance, corporate CPN Board’s Self-evaluation Form applies SET’s Form applies Self-evaluation CPN Board’s suit the characteristics to approach evaluation results The of Directors. of the Board and structure of directors’ the enhancement for factors key are evaluation The duties. and related performance components: key of two consists form ANNUAL REPORT 2014 128 the Board. developed, withadditional opinionsprovided by including otheraspects that should befurther component, CEO’s strengths are identified, 10) Personalqualifications. Products andservice knowledge 9) 8) Succession plan Management skills andstaff relationship 7) other Relationship withotherbusiness entities and sectors6) Relationship withtheBoard 5) Financialplanning andoutcomes 4) Adherence to strategic plans 3) Strategic identification skills 2) 1) Leadership skills aspects ofCEO’s performance: • II Component I Component • Evaluation oftheCEO’s performance career development. the comparison willbeused for theCEO’s further be compared, andtheinformation acquired from self-evaluation. The completed forms willthen evaluation form to alldirectors andtheCEO for year, theCompany Secretary willdistribute aCEO targets approved for theyear. At theend ofeach own performance targets and acknowledges the The CEO participates intheprocess ofsetting his evaluation form consists oftwo key components: Based onSET’s evaluation approach, theCEO

Procedure Method Evaluation ofthe10following CEO development: Underthis Training andSeminarsoftheBoard consideration oftheCEO’s future compensation. Remuneration Committee andtheBoard for the which willbesubmitted to theNomination and information andprepare asummaryreport, The Company Secretary willcollect allthe aspects ofcontrol are as follows: management divisionsandInternal Audit. The five control system isundertaken annually by relevant Assessment onthe adequacy ofCPN’s internal procedures, regulations, andapplicable laws. compliance withCPN’s policies, standards, work employees perform theirduties instrict Internal Audit’s scope ofwork isto ensure that all public relations channels. respective lines ofcommand andCPN’s diverse constantly enhanced at alllevels viatheir Staff’s understandings ofthese mechanisms are compliance to relevant laws andregulations. and reliability offinancialreports, andstrict effectiveness ofCPN’s operation, theaccuracy mechanisms ensuringtheefficiency and CPN’s internal control andinternal auditare key Internal Control andInternal Audit under “Management Biography” onpage 247 participation indirectors’ training courses appear Details ofattendance at seminars and coordinating andfacilitating theirattendance. courses dedicated to directors, as well as informed aboutupcoming seminars andtraining member, theCompany Secretary keeps them duties as aBoard and/or sub-committees experience gained from theirdischarge of knowledge enhancement andthesharingof In supportingBoard members’ continual 129 The Disclosure on the holding of CPN shares: of CPN the holding on Disclosure report a quarterly must file Secretary Company executives, of directors, on the shareholding the Board. and submit it to persons and related • Monitoring of conflicts of interest with honesty, business conduct to policy It is CPN’s fairness. and transparency, open-mindedness, must and employees executives, directors, CPN’s with in competition business in any not engage transaction connected any CPN or undertake which entities, them or people/legal to related The CPN. to of interest conflict pose any could the to conformance strict must ensure Board of the disclosure for and procedures regulations and the law by specified transactions connected the regulators. is unavoidable, transaction If a connected the general must follow such transaction however, by and approved specified as provisions business and fairness transparency on based the Board, transactions ordinary as way in the same account into taking with outsiders, undertaken in involved party Any of CPN. interests the best must not take transaction of interest a conflict If of such transaction. part in the consideration financial statements. of CPN’s disclosure public or accepts transfers, sells, buys, of them If any and must prepare they stocks, of CPN’s transfer change and any of shareholding their lists report as the regulators to in their shareholding specified. this policy, violates or employee executive If any violated of having guilty will be considered they by be punishable and may regulations CPN’s law. Directors, Directors, CPN directors, executives, and executives, CPN directors, Control of inside information: Control CPN stocks:

must not use any and all employees executives, disclosed not yet of CPN, information significant or the benefit their own for public, the to the observe and must strictly of others benefit information. and use of the safeguarding specifying policy inside share in CPN’s invest may employees of conflicts prevent to However, transactions. persons and related personnel these interest, must not children) and under-aged (spouses of the transfer any or accept transfer, sell, buy, the before during the one-month period shares • • To ensure equitable treatment of all shareholders of all shareholders treatment equitable ensure To and directors relevant them that and assuring undertaking from prohibited are executives benefit their own for transactions stock dishonest that ensures the Board of others, or the benefit the use of inside control to is in place a policy shares. on CPN’s and transactions information Control and Prevention of the Use of inside of the Use of inside and Prevention Control information 1) Control environment 1) Control assessment 2) Risk activities 3) Control 4) and Communication Information activities. 5) Monitoring Committee the Audit by reviewed are findings The and consideration for the Board to and reported opinions. Nonglak Ms. is Audit of Internal head current CPN’s the Audit by appointed Sriwongphanawes, Vice Assistant and serving as Committee Audit. of Internal President ANNUAL REPORT 2014 130 • • • opinions to theBoard orshareholders for approval. examine suchtransactions andinclude its conflict ofinterest, theAudit Committee will general business provisions could poseany connected transactions that breach theapproved the Committee withinseven days after receivingreport. theChairmanandofAudit acopy ofthereport ofsuchvested interests to Company Secretary mustcompile andsubmit by the Capital Market Supervisory Board. The regulations, conditions, andmethods specified themselves andrelated persons underthe executives mustreport vested interests held by such counterparties, andtheirpersonal interests in contracts. nature ofsuchcontracts, names of withoutdelay by indicating facts aboutthe suchdirectors orexecutives mustnotify CPN executives, orrelated parties duringtheyear, indirect transactions undertaken by directors, To ensure thetransparency ofdirect and oftheirinterests as ofDecember 31 every year. holding office andsubmitsubsequent reports disclosure report within30days after first Directors andexecutives mustsubmittheirfirst directors, executives, andrelated parties: collects thedisclosed information. provided by theCompany Secretary, whoalso transactions duringtheyear. The form is anddiscretion for deliberating connected demonstrate theirtransparency, thoroughness, connected transactions disclosure form to directors andexecutives mustfilloutthe each fiscal year endingonDecember 31,

Disclosure ofvested interests: Disclosure ofpersonal interests held by Disclosure ofconnected transactions: Directors and For

implemented by CPNin2014 were as follows: Further good corporate Additional ImplementationunderCG Principles director orexecutive. misuse ofinsideinformation committed by any In 2014, CPNdidnotreceive any complaint about • • • • development Conduct andCG Policy beingunder itsstage. website, with anE-bookversion oftheCode of andemployees viaemail, CPN’s intranet and Conduct andCG Policy to directors, executives, and transactions to facilitate staff’s understanding compliance. provided. andanti-corruption practices, withcase studies securities trading, connected transactions, acceptance ofgifts, theuseofinsideinformation / conflicts ofinterest, theEnergy andUtility Conservative Committee. Development Task Force (CGSD Task force) and Corporate Governance andSustainable performs its duties withsupportfrom the development programs. The committee concrete results for CPN’s sustainable governance intandem withtheachievement of Committee for efficient supervisionofcorporate replace theformer Corporate Governance Sustainable Development Committee to Communicating therevised CPN’s Code of Producing E-learning media onconnected Organizing training programs onactions against Appointinganew Corporate Governance and covering theoffering and governance practices

ANNUAL REPORT 2014 132 nomination and consideration, through the together withthedetails ofprocedure for the the Company makes theannouncement, priorto theend ofthefinancialyear, whereby Company. This isto take place at least 3months nominees for appointmentas aDirector ofthe proposing persons for consideration as possible shareholders theopportunity to participate in nominate directors. The Company allows all shareholders, directors, andexecutives to • reviews eligible directors by: The Nomination andRemuneration Committee Criteria fornomination in 2008. assumed theirtitles before directors’ appointment retroactive for independentdirectors who from September 27, 2013, thisdecision isnot service as independentdirectors. Taking effect years intotal, for theexpression offree views and two consecutive terms, extendable to upto nine Independent directors may hold office for upto re-elected to theBoard. stayed thelongest withtheBoard, whomay be must beused withtheexit ofdirectors whohave multiple ofthree, thenumberclosest to one-third of Shareholders (AGM). Ifthetotal numberisnota leave theBoard at every AnnualGeneral Meeting it isrequired that one-third ofthedirectors must Act, andtheCompany’s articles ofassociation, In accordance withthePublic Company Limited Term NOMINATION OFDIRECTORS AND MANAGEMENT NOMINATION OFDIRECTORS Allowing themajorshareholder, minor director oftheCompany in2014 proposed any person to benominated as a Company’s website. There was noshareholder disclosure system as well as through the Stock Exchange ofThailand’s information • • similar ofDirectors Association orotheragencies with lists directors at thenext Board meeting unless the qualified andlawful candidates as replacement than term completion, theBoard mustappoint In case ofavacant positiondueto causes other than onecandidate receive equal votes. themeeting casts his/herdeciding vote ifmore elected at agiven meeting. The chairperson of thenumberofdirectors required orto that to be thenumber ofsuccessful candidates equal to indescending order willbecome directors, with 3. The candidates withthe top votes andthose oneby one. voting rights to elect theproposed candidates Each2. shareholder mustexercise allofhis/her vote. Invoting for directors, each share carries one 1. appointment underthefollowing methods: endorsement andfinally for theshareholders’ criteria before tabling theirnames for theBoard’s association, Board charter, andapplicable predetermined inCompany’s articles of screens candidates withqualifications Nomination andRemuneration Committee, which Recruitment ofdirectors istheresponsibility of Committee. by theNomination andRemuneration Examining theDirector Pool oftheThai Institute Leveraging otherchannels considered suitable 133 and executives’ of directors’ on reporting Policy with years, three of the last Annual reports year one back dating minutes meeting Board Committee of the Audit reports Performance and of the Nomination reports Performance of the Risk Policy reports Performance Company profile Company information internal on the CPN’s Regulations portfolio securities on the CPN’s Regulations Nomination of Management and appoints selects & CEO President The knowledge, the qualifications, with candidates • report for forms and relevant interests vested preparation • operation business about CPN’s information on risk and details and performance, control and internal management • • one year back dating • one year back dating Committee Remuneration • one year. back dating Committee OF MANAGEMENT NOMINATION & CEO Nomination of President a preliminary conducts Committee Executive The with the required candidates of screening and experience skills, knowledge, qualifications, and the Nomination them to and then tables and consideration for Committee Remuneration the final list to submitting before endorsement consideration. its for the Board • • control • directors; companies’ manual of listed laws and information; of disclosure for suggestions applicable governance governance vision, of CPN’s consisting manual, Director’s Summary of CPN’s performance, recent recent performance, of CPN’s Summary visit. site CPN’s and strategies vision, goals, CPN’s organization structure, group of CPN’s Summary nature business of CPN’s Summary structure shareholding of CPN’s Summary on connected policy of CPN’s Summary • • • • • • • • Orientation for newly-appointed Directors Orientation for newly-appointed Directors and among new a meeting arranged CPN had team. management CPN’s including ones, existing a better develop to held was An orientation present and to of their roles understanding the new to follows, as business, Company’s directors: remaining term is shorter than two months. Each Each months. than two is shorter term remaining for in such position only serves replacement For the term. remaining his/her predecessor’s must he/she appointment of the replacement, of the votes three-quarter than no less receive directors. the remaining from corporate and values; mission, executives, directors, for of conduct code policy; of Association; Articles CPN’s and employees; charters of Association; Memorandum CPN’s and sub committees; of Directors of the Board to under construction and projects projects, basic with adequate directors new provide efficiently their duties perform to information Secretary of the Company the office Additionally, the following and provided prepared has directors: the new to documents and sub-committees chart, transactions ANNUAL REPORT 2014 134 employees andexecutives to accommodate the CPN undertakes competency development for all and CG Corporate PDC. of every implementation step to Corporate PDC The departmentmustalso report theoutcomes development plan developed for each candidate. operation units, withcareer plan andindividual Department andthetop executives ofrelevant Management andOrganization Development positions are jointly conducted by HumanCapital of candidates andsuccession planning for critical recruited by othercompanies. The identification age (60), health condition, andlikelihood ofbeing the incumbent’s service years before retirement based onrecruitment difficulties inthejobmarket, planning isrequired for thoseconsidered critical, Regarding seniorexecutive positions, succession consideration. before beingshortlisted andsentto theBoard for the Nomination andRemuneration Committee President &CEO, candidates are screened by implementation ofthesuccession plan for the Engagement Committee). Following the Corporate PDC(People Development & Department withapproval given by the Management andOrganization Development to beimplemented by theHumanCapital senior executives upward to thePresident &CEO, CPN’s succession planning Succession Plan Development Department’s regulations. Human Capital Management andOrganization position. The recruitment willbedoneunder skills, andexperience suitable for each executive covers covers the levels of the following programs andactions: implementation ofits succession plans through • • • • feedback, andcommunication creating inspiration andincentives, effective Leadership courses, suchas drivingchange, - timemanagement skills strategic thinking, initiation, prioritization, and Management courses, suchas management, - Academy team for each level: training developed incooperation withthe growth along withCPN. encourage theirlong-term commitment and leading companies inthesame industryto competitive compensation rates withother Performance-based Pay principles, with ofcompensation andbenefits under abroad. accommodate future business expansion readiness for promotion, as well as to executives to enhance theirexperience and Jobrotations for middle management - and andbusiness process development strategies, humanresource development, Participation - inmeetings oncorporate performance needed skills andcross-functional Project assignments - to improve specific, abroad Field studytripsto leading shoppingcenters - trends, as well as network building abreast ofnovel management knowledge and locally andabroad, enablingthemto keep Competency improvement through internal Transparent, appropriate, andfair management Othernon-training programs: Shorttraining courses for executives conducted 135 (Baht) Amount 57,500 23,000 81,000 65,000 50,000 98,000 40,000 127,000 138,000 directors undertaken by the Stock Exchange of of Exchange the Stock by undertaken directors of Directors Institute and the Thai (SET) Thailand reference. as (IOD) Association and Remuneration the Nomination In 2014, the and proposed reviewed has Committee of Directors the Board to of directors remuneration in submitting and concurrence consideration for of Meeting Annual General the 2014 it to with approval for 2014 on April 25, Shareholders : follows as details of Baht 12,000,000, a ceiling REMUNERATION OF DIRECTORS OF REMUNERATION AND MANAGEMENT Total Remuneration for the Directors as approved by the shareholders the shareholders by approved as the Directors for Remuneration Total sub committees. of any being members for remuneration any do not receive and management director Executive Note: Baht totaled 2014 for sub committees for allowances with meeting together directors the for retainer quarterly The follows: as are and remuneration attendance of meeting details whereby 10,697,000, 12,000,000 4. Meeting Allowance for the Nomination and Remuneration Committee Committee and Remuneration the Nomination for Allowance 4. Meeting (Baht/Meeting) Advisory including (Baht/Meeting) Committee the Risk Policy for 5. Allowance Meeting 23,000 - Committee Chairman of the Audit - Director Committee Member of the Audit - (Baht/Meeting) of Directors the Board for 2. Allowance Meeting Board Chairman - Director - (Baht/Meeting) Committee the Audit for 3. Allowance Meeting - Committee Chairman of the Audit - Committee Member of the Audit 1. 1. (Baht/Quarter) Retainer Quarterly Chairman - Type of Remuneration of Remuneration Type REMUNERATION OF DIRECTORS OF REMUNERATION of directors, the remuneration considered CPN has and fairness both its account into taking of the extent which reflects appropriateness, to relative performance and their responsibilities performance operational overall the Company’s of comparisons inclusive factors, and related within the of other companies remuneration to as sectors industry and business or similar same and the Nomination whereby the Company; annually has Committee Remuneration of on remuneration the survey from considered ANNUAL REPORT 2014 136 Ttl MemberoftheRiskPolicy Committee Total 2 M.Pi hrtia Drco 56 12 4/4 4/4 1/2 - - 4/4 - 5/6 - - - Advisory oftheNomination and 2/2 - MemberoftheRiskPolicy Committee Remuneration ofApril25, 2014, hehas begun attending Board meetings from Meeting No. 3/2014 onward. Committee 2/2 6/6 MemberoftheRiskPolicy Committee - - Note: - 1 Since theappointmentofMr. Preecha Ekkunagul as adirector was effective from theAnnualGeneral Meeting ofSharehol 4/4 - Advisory oftheNomination and Director 6/6 Remuneration - Mr. 2/2 Preecha Ekkunagul 13. Committee - 6/6 Director Advisory oftheNomination and - Remuneration 5/6 Committee 4/6 - Mr. Prin Chirathivat 12. Director 2/2 MemberoftheRiskPolicy Committee Mr. Kobchai Chirathivat 11. 6/6 - MemberoftheNomination and 11/11 Director Remuneration Mr.10. Sudhitham Chirathivat Committee MemberoftheNomination and 5/6 2/2 Director - MemberoftheAudit Committee Remuneration Mr. Sudhisak Chirathivat 9. Director Committee 4/4 Mr. Suthichart Chirathivat Director 8. 11/11 - 2/2 Mr. Suthikiati Chirathivat MemberoftheNomination and 7. MemberoftheAudit Committee Remuneration 6/6 Director - Committee 11/11 - Mr. Kanchit Bunajinda ChairmanoftheNomination and 6. MemberoftheAudit Committee Remuneration 6/6 11/11 Committee Director - 6/6 Mr. Karun Kittisataporn ChairmanoftheRiskPolicy 5. ChairmanoftheAudit Committee Committee 6/6 Director Mrs. Sunandha Tulayadhan 4. Director Mr. Chackchai Panichapat 3. Director Mr. Paitoon Taveebhol Chairman 2. Mr. Suthichai Chirathivat 1. Meeting Attendance andRemuneration ofDirectors in2014 Meeting Attendance (Meeting) Position NameofDirectors etns1 etns4Meetings 11Meetings 6 Meetings Directors Board of 1 - 4/4 - - Committee The Audit Remuneration Nomination Committee 2 Meetings The and Committee The Risk Policy ders 137 Provident Fund Provident Fund the Provident CPN contributed in managements executive 14 paid to Baht 6,172,680.40. to amounted 2014 Remuneration for CEO: for CEO: Remuneration and Remuneration Nomination The of Directors and the Board Committee of the CEO the performance evaluate appropriate set to annually and of salary in form remuneration bonuses. of Senior Management: Remuneration the assesses the CEO year Each of individual members performances the outcomes of senior management, on their of which support decisions and bonuses). (salaries remuneration the paid to remuneration total The follows: as are 2014 for management Salaries and Bonuses in form remuneration CPN contributed 14 paid to and bonuses of salaries in 2014 managements executive Baht 119,121,757. to amounted REMUNERATION OF MANAGEMENT OF REMUNERATION the of For the remuneration decisions its CPN bases management, their for and suitability on fairness to proportionally responsibilities and comparison performance company of industry peers. rates with pay account into it takes In addition, outcomes individual performance in line with CPN’s their goals against and annual strategic mission, vision, and the the CEO’s drive to so as plans contribution long-term management’s and growth. stability organizational to details. the are Below 76,000 for the Meeting Allowance Risk Policy Committee and for the Meeting Allowance Committee Nomination Remuneration (Baht) Audit for the Meeting Allowance Committee Director Remuneration (Baht) Remuneration Director Total Meeting for Board Allowance of Directors 000 345,000 - - - 897,000 - - - 345,000 000 216,000 160,000 - - - 3 - - - 160,000 216,000 324,000 240,000 240,000 324,000 - 46,000 240,000 324,000 - - 610,000 46,000 - 610,000 324,000 160,000 - - - 484,000 - - - 160,000 324,000 324,000 200,000 - - - 524,000 - - - 200,000 324,000 324,000 240,000 240,000 324,000 - 200,000 324,000 - - 23,000 656,000 92,000 92,000 639,000 324,000 240,000 240,000 324,000 - 46,000 92,000 702,000 392,000 240,000 550,000 550,000 240,000 392,000 46,000 1,228,000 - 392,000 200,000 200,000 550,000 392,000 46,000 1,188,000 - 392,000 240,000 550,000 550,000 240,000 392,000 46,000 1,228,000 - 552, 508,000 240,000 240,000 508,000 715,000 - 1,555,000 92,000 4,720,000 2,945,000 2,365,000 2,365,000 2,945,000 4,720,000 299,000 10,697,000 368,000 Retainer Quarterly ANNUAL REPORT 2014 138 land rental, and management fees, as well as service fee inshoppingcomplexes, revenue from Comprises revenue from space rental andutility 1. Revenue from connected parties RELATED PARTIES CONNECTED TRANSACTIONS WITH Chirathivat Group as described below: engaged withCentral Holding Co., Ltd., andthe 2014. Mostoftheconnected transactions were of interest, as disclosed financialstatements of with connected parties withpotential conflicts CPN andits subsidiaries conducted transactions and rules. in compliance withtherelevant law, regulations, Audit Committee ensure that thetransaction is that benefit CPN. The Board ofDirectors and and suchalliance businesses create synergies Central Group are two related business alliances, relationship explained above. Infact, CPNand to CPNshareholders from suchmutual projects and therefore, thehighprofits are yielded These helpguarantee thesuccess ofCPN’s among otherprospects to become new tenants. to increase its rental rate andbuild confidence businesses withinCentral Group supportCPN complexes. Itcan besaid that thealliance and retail tenants withinCPN’s shopping various brands andproducts, whichare anchor stores, hotels, restaurants, to retail shopsof various businesses, ranging from department in retail business. Central Group encompasses lines withinCentral Group, theconstant leader partly dueto thefact that CPNisoneofbusiness history ofsuccess duringits business operation is of theCompany’s business operation. The long rental, otherrelevant businesses, andpromotion CPN’s core business isprovision ofretail space TRANSACTIONS CONNECTED was 3,765 MB. amount ofrevenue from connected parties in2014 services collected from connected parties. Total expenses, warrant fees, andotherfees for various premiums, property taxes, sales promotion revenue from othersources, including insurance Transactions Justification andRationaleforConnected rates are subject to locations, area sizes, forms, rates andservice fees are comparable. Rental thevicinity, orinthesame class, CPN’s rental prices. Compared withotherspace for rent in collected from businesses are based onmarket from space rental inshoppingcomplexes - follows: services collected from connected parties are as Company’s policy on therates ofrental and higher returns to CPNandits shareholders. The complexes. This, as aconsequence, produces draw more customers to CPN’s shopping supermarkets, retail shopsandrestaurants, can popular brands, including departmentstores, financial status. Inaddition, businesses under Group, withhighgrowth potential andsecure commercial conditions made withtheCentral business conditions andundergeneral is earned from doingbusiness undernormal leading branded restaurants. Mostoftherevenue stores, supermarkets, retail shops, andvarious complementary ofoneanother-department Central Group are inter-related and shopping complexes. Various businesses inthe company isalso theprovider ofutility services in premises ofshoppingcomplex projects. The water parks, andrecreational parks located onthe buildings, residential condominiums, food centers, rent andservices inshoppingcomplexes, office CPN’s core business istheprovision ofspace for Rates of rental, service fees, and utility fees

139 is agreed at the stage of project of project the stage at is agreed by held share Majority 1,354 111 (1) (6) Group the Chirathivat 367 431 Revenue from large space rental in shopping rental space large from Revenue 552 230 (7) (2) (5) of land the costs from is derived Rental design. well as interests actual plus and construction in Most transactions expenses. operating as the listing before conducted were this category Company’s The on SET. of the Company under SET regulations evaluated were assets large from income concerning and transactions the auditor. by verified are rental space the land and will divide the landlord from land other by needed as sizes various into lease those companies and have companies, actual plus is the cost rental The or sub-lease. by which evaluated price or market interests the Furthermore, the independent appraiser. under SEC, evaluated were assets Company’s and regulations SET and other related land from revenue concerning transactions the auditor. by verified are leases - complexes (3) 74 (4) of CPN parties Related 646 (8) 7. Central Restaurant Group (CRG) (CRG) Group Restaurant Central 7. directors, shareholders, major as serve are or management persons controlling 6. Centara Hotels and Resorts Group (CHR) Group and Resorts Hotels Centara 6. 4. OfficeMate Group (OFM) (OFM) Group OfficeMate 4. 1. Group: CDG) CDG) Group: Department Store Central 1. Other businesses 8. 5. Central Marketing Group (CMG) Group Marketing Central 5. 3. Central Hardlines Group (CHG) (CHG) Group Hardlines Central 3. 2. Central Food Retail Group (CFG) Group Food Retail Central 2. occurs at some some at occurs come from the the from come (10) and (9) Detail Connected Party Relationship Transaction Relationship Party Detail Connected Other types of revenue Other types Revenue from land lease land from Revenue in line with and are and categories, periods, the following practice normal business trading. of general condition - property premiums, of insurance collection fees, warrant expenses, promotion sales taxes, in shopping tenants from fees and other service standardize is to policy CPN’s complexes. parties both connected from collection revenue on the actual based customers, and general and the usual category, rental space cost, trading. of the condition following practice business general - CPN and other companies where properties on the same project a have Group in the Central the marketing account into taking of land, piece In this of the project. and the size advantage will act in the Group one of the companies case, of piece of the whole or tenant the buyer as 1. rental, from revenue CPN earns and fees, utility fees, service retail leasing from other revenue in shopping complexes areas The building. and office in this category transactions of normal in the course occur the condition following business trading. of general a sub-lease made CPN has 2. and part of land for contract Project of in the premises the building CentralWorld Details of Revenue Derived from Connected Parties Derived from Details of Revenue Province. in Khonkaen land (MB) value ANNUAL REPORT 2014 140 orsub-leasing. The rental willbethecost plus land into different sizes as required for leasing oftheland from thelandlord andwilldividethe onecompany willact as thebuyer ortenant andthesuitable size oftheproject. Inthiscase, taking into account themarketing advantage development plan onthesame piece ofland, companies intheCentral Group have ajoint occurs inprojects where CPNand other - Transactions Justification andRationaleforConnected parties. 2014, CPNpaidaltogether 768 MBto connected complexes, land rental, andmanagement fees. In Comprise expenses for space rental inshopping calculated by thecost plus actual interests whichpaidto CPNevery year. 2. Expensespaidtoconnectedparties contract, whichisvalid for 30years ended onJune16, 2026, thelessee developed thementioned land to parkinglot. The re andtheotherisannualrental. Central Pattana plus actual interests Khonkaen Co., andpaidto CPNinto two Ltd. (10) parts, oneofwhichistherental has that made was asub-lease paidintheyear whentheagreemen contract withBigCFairy Co., Ltd., withland area of21-0-33 r thementioned land andbuilding for thedevelopment ofahotel, aparkinglot, andaconvention hall. The rental iscalculat premises ofCentralWorld Project withland area 2.53rai. Underthecontract, whichisvalid for 29years until2032, CHRag Health Care Spa, BodyShopandRagazze, etc. The Thai Business Fund4has made asub-lease contract withCentral World Hotel Co., Ltd. for land andpartofthebuildi (9) Creamery, RYU ShabuShabu, Yoshinoya, Ootoya, The Terrace andTenya, Otherbusinesses suchas FujiJapanese Restaurant, Zen etc. Japanese Restaurant, AKA, Sakura Restaurant, Bar-B-Q Plaza, Thai P (8) Miscellaneous :suchas Samsonite, Casio andKawai, etc. - CHRoperates hotels andresorts inCentara Watches Group. :suchas Guess, Casio andNautica, etc. (6) - Cosmetic :suchas CLARINS, Laura Mercier, PAYOT (7) - andH2O+, etc. CRG Apparels :suchas 5cm, Benetton, Dorothy Perkins, HushPuppies, G2000, izzue, Jockey, - Lee, MissSelfridge, Wrangler andT comprise OfficeMate andB2S CMGmanages imported consumer goods bearing bothinternationalTopman, andhousebrands incategories as follows. (5) etc. andThai Watsadu OFMoperates stationery shops, bookstores, andoffice supplies solution providers through bothin-store and onlineformat (4) CHGoperates homedecoration, electronic andconstruction products retailers, whichcomprise PowerBuy, Homework, baan&B (3) Embassy Shopping Center, SuperSports, La Rinascente DepartmentStore andILLUM Department Store CFG operates consumer goods retailers, whichcomprise Central FoodHall, Tops Supermarket, FamilyMart, (2) EATHAI Cellar andCentra CDGrunsdepartmentstores, whichcomprise Central DepartmentStore, Robinson DepartmentStore, Zen DepartmentSto (1) Remark: Rental ofland from connected businesses operates QuickService Restaurants invarious brands suchas Mister Donut, KFC, Auntie Anne’s, Pepper Lunch, Chabuto stage ofproject design under thesame criteria thecost oflarge space rental isreached at the repay thedepartmentstore. Anagreement on withthecost ofspace rental that CPNhas to revenue from rental andservice fees compared itinto asales area, considering mainly the large space inadepartmentstore anddevelop departmentstore. Insomecases, CPNwillrent into two parts, theshoppingcomplex andthe Central Group. The building willbedivided investment withadepartmentstore inthe occurs inprojects where CPNhas ajoint - verified by auditor. transaction concerning rental payments are otherrelated regulations. Inaddition, the assets were evaluated underSEC, SETand by theindependentappraiser. The Company’s actual interests ormarket price whichevaluated Large space rental inshoppingcomplexes ed by thecost ai. Underthe n, Cold Stone t was signed reed to use re, Central ng inthe s, which opshop EYOND rivilege ntal is l Wine 141 CPN rents parts of the buildings belonging of the buildings parts CPN rents Details of Expenses paid to connected parties Details of Expenses paid to connected 2.1 Department Store Central from land CPN rents which CRC in the company Ltd., Co., to is major shareholder, Group Chirathivat in CentralPlaza shopping complexes launch projects. Pinklao and CentralPlaza Ramindra 2.2 which Ltd., Co., Department Store Central to in is major shareholder, Group Chirathivat Pinklao, CentralPlaza Lardprao, CentralPlaza III projects Ratchada-Rama and CentralPlaza in addition areas retail into development for ownership land CPN holds where the parts to rights. rental or land 2.3 building and some part of land CPN sub-rents Central from Lardprao in CentralPlaza (“CID”), Ltd. Co., Development International is major shareholder Group which Chirathivat the State by is held of the land (ownership Under the sub-lease of Thailand). Railway on ended 20 years for which is valid contract payment sub-lease Total 2028. 18, December the to CID according to CPN will pay that was transaction This MB. is 16,178.32 contract with no conflict the shareholders by approved 25, on March No.1/2009 in the EGM of interest 2009. Department Store Central CPN hired 2.4 is Group which Chirathivat (“HCDS”) Ltd. Co., the business, manage to major shareholder, up set consultation, management provide for recommendations and provide policies, with no directors The running businesses. Committee and the Audit of interests conflict baseline for revisions undergo fees the average fees. for maximum and and maximum for coverage offered from CPN’s consideration to hire a a hire to consideration CPN’s is considered the market price and and price the market is considered Hiring a connected business as management management business as Hiring a connected with a connected insurance for application The Hiring of IT Infrastructure Management with with Management Hiring of IT Infrastructure to rental space large for those used as Most such transactions businesses. connected on the listing of the Company before occurred evaluated were assets Company’s The SET. regulations. SET and other related under SEC, rental concerning the transactions addition, In by verified are rental space of large payments auditor. - consultant on its based is mainly consultant management and the business in the retail experience of and strategies of the nature understanding paid to fees management The the business. the who is also consultant, management the actual are business, connected Company’s in its incurs provider the service expenses services. - business or the best conditions in the in IT infrastructure optimal efficiency and administration, system investment, arise Savings aspects. development personnel with along of scale with the economies IT transactions. over power bargaining on actual based are fees and service Conditions as rates market to comparable which are costs, years, two Every fees. CPN-administered as well in the the price compare by agents insurance agent one insurance of only In case 2 years. past shall consider the Company a quotation, make it depend year, in the past the price compare by market and insurance on the conditions situation. - business a connected ANNUAL REPORT 2014 142 serve as majorshareholders, directors, businesses whichrelated parties ofCPNare as purchasing food andbeverage, andother hotel included food andbeverage, CRG such CHRsuchas rental room andservice inthe OFM suchas purchasing office supplies, services from thebusinesses inCentral Group; 2.7 intheEGM No.1/2013 onJanuary18,CPN purchased 2013 somemerchandises and by theshareholders withnoconflict ofinterest is5,099 MB. This transaction was approved Vantage for thewhole duration ofthecontract, andannualrental fee, whichCPN has to pay to willendonFebruary17, 2043. Total upfront CentralPlaza WestGate Project. This contract Group isamajorshareholder, for developing acompany inCentral Group whichChirathivat land withVantage Ground Co., Ltd. (“Vantage”), 2.6 CPN has theotherpersons. signed a30-year lease onaplot of price andcomparable to thetransaction with management fee isaccording to themarket ismajorshareholder, to manage thehotel. The thesubsidiaryofCHR, whichChirathivat Group since 2009, hired Central Plaza Hotel Co., Ltd. Project (formerly named “Charoensri Plaza”) accompany withtheCentralPlaza Udonthani “Charoensri Grand Hotel”) whichCPNacquired U 2.5 Centara Exchange ofThailand onFebruary24, 2014. transaction details were disclosed to theStock agreement from HCDS are reasonable. The theoffered terms andconditions ofthe understanding inretail business. Inaddition, dueto HCDS’s experience, knowledge and isbeneficial to CPN’s business operation have agreed that theservice provided by HCDS donthani Hotel (formerly named through service desks andhardware to CPN. applications, andprovide troubleshooting efficiently accommodate business maintenance andcontrol ofapplications to equipment, namely hardware andsoftware, installation ofessential ITandcommunication management, namely theprocurement and shareholder, to provide ITinfrastructural whichChirathivat Group isamajor 2.9 ChirathivatCPN hired RIS, acompany Group ismajorshareholder. inCentral Group incidents with CG Broker Co., Ltd., which accidents, disasters, andotherdetrimental complexes andoffice buildings against any 2.8 to thetransaction withtheotherpersons. CPN took outinsurance for shopping condition ofgeneral trading that comparable to supportnormalbusiness andfollowing the transactions inthiscategory occur according management orcontrolling persons. The notes are prepared as evidence withtheaverage accounts are set up with CPNandpromissory CPNneeds suchmoney. Inthiscase, current subsidiaries have working capital surplus and borrow from CPNandvice versa ifthe shares held by CPN)CPNallows subsidiaries to CPNandsubsidiaries (thosewith99.99% - on loans between CPNandconnected parties: All loans mustcomply withthefollowing policies parties Policies onloans between CPNandconnected Transactions Justification andRationaleforConnected 3. LoansbetweenCPNandconnectedparties 143

curities debt securities debt securities debt of unsecured rate interest with the average the Company. by issued securities - (those with companies CPN and associated CPN) or by parties held than 50% shares less connected associated let to no policy CPN has 50% than less with CPN holding companies, In it. from borrow parties connected or shares, According happened. has no such instance fact, an to is extended if a loan regulations, CPN’s to from is needed approval company, associated notes with promissory of Directors the Board MLR banks’ and with commercial evidence as applied. 4 Consolidated (2) 15,429 15,429 CPN (1) (3) 2. Loans Loans 2. the Company. by issued 1) subsidiaries to granted Loans parties 2) related to granted Loans of unsecured rate interest the average at Remarks: interest (1) on demand and carry payable are without collaterals items These 12,740 - CPN Consolidated 1. Loans 1. 1) subsidiaries from obtained Loans MLR. banks’ the commercial at interest on demand and carry payable are (2) without collaterals items These debt se of unsecured rate the Company. by issued interest the average at interest on demand and carry payable are without collaterals items (3) These Loans between CPN and connected parties Description as at December 31, 2014 (MB) Amount Financial Statements of issued debt securities of unsecured rate interest transaction Connected the Company. by for President of the Vice consist approvers for President Vice Executive the Senior Finance, & CEO, President and the & Accounting, Finance respectively. - (those with 50 partners joint-venture CPN and CPN) CPN allows by held shares 99.99% to own their secure to partners joint-venture they however, cases, In urgent of fund. sources in proportion shareholders from borrow may is needed Approval in CPN. their shareholding to for President Vice Executive the Senior from and & CEO, the President & Accounting, Finance In this case, respectively. of Directors, the Board and evidence as prepared are notes promissory

parties 2) related from obtained Loans ANNUAL REPORT 2014 144 .Gaate o akoedatfrsbiire 14 same way as normaltransactions. Approvals are as stipulated by theCompany’s regulations, inthe Amount 298 individuals mustgo through anapproval process, All transactions withconnected businesses or TRANSACTIONS APPROVAL PROCEDURE OF CONNECTED As at year-end 2014, itwas nobankoverdraft outstanding. (1) Remark : given to Thai commercial banks Loan ceiling guarantees3. for subsidiaries’ publicutilities guarantees Guarantees for bankoverdraft2. for subsidiaries Total Central Pattana ChonburiCo., Ltd. - Thai Business Fund5 - Guarantees1. for subsidiaries’ outstanding loans DescriptionasatDecember31,2014 CPN had three categories ofguarantee obligations to connected parties: guarantees. commissions from subsidiaries for such guarantees as its parent company, andcollects guarantees. However, CPNdoes provide has nopolicy ofplacing assets for suchloan subsidiaries inproportion to its shareholding but CPN’s policy isto provide loan guarantees for its Transactions Justification andRationaleforConnected 4. Guaranteesforloansconnectedparties in transactions withoutsiders. Alltransactions of theCompany andshareholders, like engaging practice, taking into account thebest interests reasonable judgmentunderthenormalbusiness involved inthetransaction would have to make responsibility. Each person incharge ofand given by authorized persons ineach duty and 200 290 490 (1) (MB)

145 1.1 or Leasing/ For Rent Land Purchase/Sale in the CPN and other companies Principles: from or leasing a purchase make Group Central joint shopping complex for outsiders 1. Joint Shopping Complex Development with 1. Joint Shopping Complex Development Companies of the Central Group been has that *** It is an open principle on enlisted was the Company since practiced SET in 1995*** it shopping complex, an integrated develop To enhancing the components have to is necessary in the Central Companies strength. Company’s such with CPN, businesses related operate Group and hotels. business, retail department store, as in the industry and experience their long With the enhance can companies these brand, strong business in stronger resulting credibility, project’s and shareholders’ Company’s as well as operation of the characteristics are Below value. added with other development joint shopping complex Group. Central in the companies helps promote CPN’s successful operation and operation successful CPN’s helps promote to past from leadership market its to contributed connected future for or trend policy The present. the same to committed remains transactions following namely year, the previous as principle into and taking trading of general the condition and of the Company the benefit account approved clearly has Board CPN’s shareholders. in the Company’s of normal trading the condition with connected transaction subsidiaries’ and its and operation business transparent for parties as parties related for guidance the operational follows: POLICY OR TREND FOR FUTURE CONNECTED POLICY OR TRANSACTIONS parties connected with transactions Since of normal in the course those conducted represent connected that it is expected practice, business in future. place take to will continue transactions joint development to the one related for Especially with other companies of shopping complexes point that it is the strong Group, in the Central with connected parties must also be lawfully must also parties with connected and transparency ensure to conducted and rules, laws, with the relevant compliance that instituted has Company The regulations. and supporting normal practice normal business under the with operation practice business the Committee by set trading of general condition task of the operational under the jurisdiction are in accordance the transaction deliberate to forces Other procedure. approval with the Company’s and category its by deliberated are transactions Secretary of Company with the Office size, with SET regulations of compliance charge taking and summarizing collecting occasionally as well as Committee’s the Audit for transactions connected its announced CPN has acknowledgment. and communicated Policy” Transaction “Connected The compliance. for parties all relevant to their must sign and the management Committee no that ensure end to year’s at names occurred of interest with conflicts transactions done in it was any, was If there year. in the past Transactions with SET regulations. compliance are and the Company parties connected between and Audit of Internal the Office by scrutinized the Company’s ensure to Audit External regulations. and related with laws compliance ANNUAL REPORT 2014 146 area 2) Common areas: Inproportion to thegross stores for customers as required by law construction costs provided by department 1) Car parks: At noless thanhalf ofthe operational guidance as follows: responsibility for construction according to - Department stores orBUs jointly take to tenants. areas, considered partoftheservice provided takes responsibility for thecosts ofallcommon theouter section ofshoppingcomplexes. Italso - CPN holds theownership ofthecar parkand Principles: carparksandlandscape 1.3 Construction ofcommonareas, comprising according to theproportion ofactual area use. calculating theconstruction cost andsystem independent engineering consultant fairly Price andcondition setting: actual cost withthe responsible for its own construction cost. which its building is situated. Each istherefore Principles: Each holds theownership ofland on DepartmentStores orBusinessUnits(BUs) 1.2 Construction of Price andcondition setting: Cost plus cost offund responsibility for its own plot ofland.) to develop its own project. (Each takes companies inproportion to each company’s need company sells orsub-leases theland to other Once theproject design iscompleted, that buy orrent awhole plot ofland from thelandlord. development. The process isto have acompany Shopping Complexesand Shopping 1.4 Complexes according to theproportion ofactual area use. calculating theconstruction cost andsystem independent engineering consultant fairly Price andcondition setting: Actual cost -withthe the Company’s successful operation. projects andprovide direct orindirect supportfor potential, whorent large retail space or in many “Profitable customers” means clients withhigh comparing withtheonefor profitable clients. Price andcondition setting: Set aprice by past to present. experience andsuccess injointbusiness from fees, butalso thepotential inbusiness operation, earned are not only rentals, service fees, andutility patterns, periods, andcategories. The benefits are subject to locations, area sizes, forms, rental with theonefor profitable clients. Rental rates other purposes, theprice willbeset by comparison connected parties that rent theretail space for retail businesses undertheCentral Group or rental, service fees orutility fees from various Principles: Incharging short-term orlong-term 2. Spacerental, servicefeeandutility expense construction plus cost offundandoperating Price andcondition setting: Cost ofland and agreed at thestage ofproject design. of departmentstores orBus, andthelease willbe Principles: CPNmay rent orrent outlarge areas Large SpaceRental orSpaceforRent in 147 5. Procurement - Employment 5. Procurement of materials, the purchase means “Procurement” or hire rental including or products, equipment purchase a seller, hire to means “Employment” produce, to or organizer contractor manufacturer, the from or construct assemble manage, organize, service including completion, to stage beginning and transportation. service, inclusive provision, or hiring of purchase the package includes This and buildings construct to contractor a given construction managing while equipment install well. as project procurement the Company’s Follow Principles: or the seller In selecting and process. regulations with transparency CPN will proceed contractor, procurement the stated to according and fairness committee no connected In the process, policy. the attend can management or connected deliberation. or price Market setting: and condition Price with the offering the price from price compared amount and the most beneficial most reasonable the Company. for conditions amount and the most beneficial conditions for for conditions beneficial amount and the most least at be compared can price The the Company. is no comparable there In case backward. years two by the approval deliberates the Company offer, year, of the previous with those prices comparing and conditions depending on the insurance period. during that situation market Principles: Comprehensively and equally provide provide and equally Comprehensively Principles: the price for information and necessary relevant committee The broker. insurance each to offer In the brokers. of these the selection considers or connected committee no connected process, the attend can members management deliberation. or price Market setting: and condition Price the by offered the price from price compared most reasonable with the broker insurance 4. Insurance/Group Health Insurance 4. Insurance/Group 3. Fee for Operating Expenses premiums, insurance are Expenses” “Operating expenses, promotional taxes, property by collected fee and service fees, recognizance tenants operating incurs management Asset Principles: the practice, In normal business expenses. calculating by expenses these charges company in the rate, The cost. operating the actual from depends customers, general for standard same patterns. rental and space categories on lease cost Actual setting: and condition Price The Central Group conducts connected connected conducts Group Central The and with companies with various businesses its Since transactions. connected potential been has Group the Central establishment, provided it has and alliance business potential As operation. successful CPN’s support to great of continually the source CPN remains a result, and condition For price transactions. connected into interests best its CPN still takes deliberation, account. ANNUAL REPORT 2014 148 THE COMPANY AND ITSSUBSIDIARIES GROUP STRUCTURE OF ) Central Plaza i-City Malls Malaysia Sdn. Bhd. isthejointventure company inwhich I-City Properties Sdn. Bhd. holds 40%. 3) Formerly Korat Land OwnerCo., Ltd., changed to CPNKorat Co., Ltd. 2) onJanuary20, 2015. Only proportion unitholder ofowner type except unitholders oflender type. 1) Remarks: 90.00% 99.99% 99.99% 99.99% 99.99% 99.99% 99.99% 99.99% 99.99% 99.99% 99.99% 99.99% 99.99% 99.96% 93.30% 99%10 100% 100% 99.94% 99.93% 78.13% Central Pattana PLC. P lblC. t.Global Retail Development & CPN Global Co., Ltd. Central Pattana KhonKaen Co., Ltd. Central World Co., Ltd. Central FoodAvenue Co., Ltd. CPN Pattaya Co., Ltd. Central Pattana ChiangmaiCo., Ltd. Central Pattana Rama 2Co., Ltd. Langsuan Realty Co., Ltd. Central Pattana Development Co., Ltd. Central Realty Services Co., Ltd. CPN Construction Management Co., Ltd. CPN Learning Center Co., Ltd. Central Pattana Rattanathibet Co., Ltd. CPN Korat Co., Ltd. CPN Rayong Co., Ltd. Central Pattana Rama 3Co., Ltd. Central Pattana ChonburiCo., Ltd. Central Pattana NineSquare Co., Ltd. 2) Property Fund Leasehold CPN Retail Growth 66%2.0 0%100% 100% 25.00% 26.69% 99.99% 99.99% 100% 99.99% 10.00% 12.00% 12.00% Indirect 11.85% 3.00% Direct Investment Limited CPN Real Estate Sdn. Bhd. CPN Venture Sdn. Bhd. CPN Complex Co., Ltd. CPN City Co., Ltd. Ayudhya Agrocity Co., Ltd. Square RitzPlaza Co., Ltd. Siam Retail Development Co., Ltd. Bangna Central Property Co., Ltd. Property Fund Growth Leasehold CPN Commercial 0%100% 100% 0 10% 50% Central Plaza i-City Sdn. Bhd. Malaysia Sdn. Bhd. Central Plaza i-City Malls Real Estate Sdn. Bhd. Central Plaza i-City Fund 4 Thai Business 100% 100% 100% 3) CPN Malls Malaysia Sdn. Bhd. Property Limited Global Commercial Co., Ltd. Co., Management Consulting Central (Shanghai) Fund 5 Thai Business 1) 149 .20% 912 100.0% 858 7 98 3.70%4.00% 475 815 6.10% 815 6.10% 0% 13,311 100.0% 11, 13,311 100.0% 0% 3.20% 4 584 12% 00% 925 5.00% 5.00% 00% 925 100% 18,349 100. 100% 18,349 018 686 3. 1,321 6. 3 0.01% 3 0.01% 0.04% 8 0.00% 8 0.00% 6 0.10% 6 17 0.07% 0.07% 17 0.08% 19 18 0.10% 18 0.10% 0.20% 20 61 0.25% 61 0.25% 0.44% 98 0.40% 78 48 0.40% 0.40% 49 612 2.48% 612 2.48% 2.63% 579 4.30% 794 5.50% 5.80% 767 655 813 3.29% 975 3.95% 3.95% 975 4.01% 882 4.00% 725 4.60% 632 4.70% 550 958 3.88% 958 3.88% 4.10% 903 3.90% 712 465 3.50% 157 1.30% 1,518 6.14% 19,743 79.93% 17,522 79.58% 14,505 79.10% 10,062 75.60% 9,142 76.70% 9,142 75.60% 10,062 79.10% 14,505 79.58% 17,522 79.93% 19,743 24,700 100% 22, 100% 24,700

78.13% 93.30% 93.30% 99.99% 99.99% 99.99% 99.99% 99.99% 99.99% 99.99% 99.99% 99.99% 99.99% 99.99% 99.99% 99.99% 99.99% 99.99% 99.99% 99.99% 99.99% 99.99% 99.99% 99.99% 100.00% 100.00% 100.00% - Central Pattana Chiangmai Co., Ltd. Ltd. - Co., Chiangmai Pattana Central Ltd. 2 Co., - Rama Pattana Central Ltd. Co., - Rattanathibet Pattana Central Ltd. Co., - Development Pattana Central - Bangna Central Property Co., Ltd. Ltd. - Co., Property Bangna Central Ltd. - Co., Property Bangna Central - CPN Pattaya Co., Ltd. Ltd. - Co., CPN Pattaya - Ltd. Co., Nine Square Pattana Central - Ltd. Co., Development Pattana Central - Ltd. Co., Nine Square Pattana Central - Ltd. 2 Co., Rama Pattana Central - Ltd. Co., Rattanathibet Pattana Central - Ltd. Co., Beach CPN Pattaya - Ltd. Co., World Central - Ltd. Co., Khon Kaen Pattana Central - Ltd. Co., Property Bangna Central - Ltd. Co., Land Play Central - Ltd. 3 Co., Rama Pattana Central Interest Income Income Interest in CPNRF Investment from of Profits Share Others Revenues* Total Remarks: items. non-recurring Excludes * restated been has buildings office from the revenue FY2013, - Bangna Central Property Co., Ltd. Ltd. - Co., Property Bangna Central Ltd. Co., - World Central Water and Recreation Parks Parks and Recreation Water Ltd. 2 Co., - Rama Pattana Central Food Centers Ltd. - Co., Avenue Food Central Hotels Hotels Ltd. Co., - World Central Residences Ltd. - Co., Realty Langsuan Office Buildings Buildings Office - Plc. Pattana Central - Ltd. Co., Property Bangna Central - Ltd. Chonburi Co., Pattana Central Shopping Centers Shopping Centers - Plc. Pattana Central - Ltd. Co., Chiangmai Pattana Central Type of Business / Operated By Type % of 2014 Year 2013 Year 2012 Year 2011 Year 2010 Year Shareholding Amount % Amount % Amount % Amount % % Amount REVENUE STRUCTURE OF STRUCTURE REVENUE AND ITS SUBSIDIARIES THE COMPANY

151 500 1,200 1,500 1,000 /2021 300 /2016 /2018 500 10/2015 10/2015 12/2015 500 11/2019 1,000 04/2017 50004/2017 01/2017 1,000 01/2017 04/2016 1,000 06/2015 06/2015 03/2016 500 02/2017 02/2017 turity 04/ turity 23/ ery 3 months Upon maturity ery 3 months 12/10 Upon maturity ery 3 months 12/10 Upon maturity 12/10 ery 6 months Upon maturity 23/ ery 6 months Upon maturity 07/ ery 6 months Upon maturity 25/ ery 6 months Upon maturity 29/ ery 6 months Upon maturity 04/ 1.5 6 months Every Upon ma 3.5 6 months Every Upon ma /2011 5 /2011 5 Ev /2011 7 Ev /2011 10 Ev 12/2011 5.1 12/2011 5.1 Ev 12/2011 11/2014 5 5 11/2014 Ev 04/2011 5 04/2011 5 Ev 03/2011 5 03/2011 5 Ev 04/2014 304/2014 Ev 04/2014 04/2014 500 04/ 000 23/ 1,500 19/02/2014 3 6 months Every Upon maturity 19/ CPN174A AA- AA- CPN174A 07/ CPN19NA n/a 1,000 per annum of 3.97% rate interest annual loan applicable Average Remarks: CPN171A23/ n/a 1,000 CPN176A AA- AA- CPN172A 1,000 AA- CPN15OA 04/ 500 01/06/2012 5 6 months Every started Installment 01/06/2017 750 CPN16OA AA- AA- 12/10CPN16OA 1,200 AA- CPN18OA 12/10 500 AA- CPN21OA 12/10 300 n/a CPN156A 1, CPN15DA CPN15DA n/a n/a CPN163A 25/ 500 29/ CPN164A AA- 1,000 500 28/12/2010 5 6 months Every maturity Upon 28/ Unsecured and unsubordinated debentures and unsubordinated Unsecured Credit Debenture Amount Issuance Life Interest Rating of Repayment (MB) Maturity Balance Date (year) Payment Cycle Principle Date as at Dec 31, 2014 Authorized share capital capital share Authorized capital share Paid-up 2,244,000,000 shares Number of common Baht 4,488,000,000 value Par Shares 2,244,000,000 price Share Baht 45.50 0.50 Baht Baht CPN’s capital structure, as at December 31, 2014, was as follows: as was 2014, 31, December at as structure, capital CPN’s STRUCTURE 1. CAPITAL Common shares CAPITAL STRUCTURE ANNUAL REPORT 2014 152 Saeodr Sae Shareholding (%) Shares Shareholders . oa ett oa hrhles qiy o vr25 ie 11 times 1.10 Notover 2.50times Total1. Debtto Total Shareholders’ Equity and Conditions -Jrsi esn 1, 1 1, 100.00% 1,777,349, 4,488,000,000 - Persons - Juristic persons Total - Persons - Juristic persons Registered Capital CPN’s shareholding distributionsas at 0.29 December 31, 2014 are:times 4.76 times Shareholders Notless than1.50times 0.38 times Notover 1.75 times 3. Total Assets (excluding Secured Debt)to Unsecured Debt investments Notover 1.75 times After deducting cash andcash equivalents, andcurrent 2.2 investments Before deducting cash andcash equivalents, andcurrent 2.1 Total2. Interest Bearing Debtto Total Shareholders’ Equity Total Foreign Shareholders Local Shareholders Company FinancialRatios following theDebenture’s Rights 3,258,808,808 72.61% oeatRto Asat Dec31, 2014 Covenant Ratios 1,229,191,192 27.39% 481,458,904 33.01% 152,134 77,056,940 1.72% ,252 25.67% 904 39.60%

153

.21% 1.21% have any influence over the Company’s strategies the Company’s over influence any have ,135,000 ,135,000 ,254,600 1.66% ,254,600 Foreign Limit in Shareholding Foreign limit of 30% of the paid-up a foreign set CPN has investors foreign 2014, 31, December at As capital. paid-up total of CPN’s 27.39% held altogether capital. ON * 74 BRANCH * BRANCH 54 management. or operational Remarks: * The Share Registrar is not able to give details of the names of Shareholders; however these nominee accounts do not accounts nominee these however Remarks: of Shareholders; of the names details give to is not able Registrar Share * The who have significant de facto Major shareholders CPN influence on policies or operations of and members Ltd., Co., Holding Central Since hold altogether family of the Chirathivat in CPN, shares total 55% of the approximately on its influence de facto significant have they is because This and operations. formulation policy are of the Board 7 out of 13 members major shareholders. of these representatives 1 Ltd. Co., Holding Central 1,176,343,960 26 Top ten major shareholders as at December 31, 2014 are: 2014 31, December at as major shareholders ten Top 2 * LTD PTE NOMINEES HSBC (SINGAPORE) 3 Ltd. NVDR Co., Thai 4 LIMITED * EUROPE BANK STREET STATE 5 * BRANCH AG, CREDIT SUISSE 6 MELL OF NEW YORK THE BANK 7 * SINGAPORE PLC, BANK BARCLAYS 8 102016 * A/C SEG LIMITED-BOS OF SINGAPORE BANK 9 CHAN ARUNEE MRS. 10 SINGAPORE UBS AG 258,281,603 199,173,649 64,275,620 78,444,160 5.76% 4.44% 1.43% 70,850,648 1.75% 217,039,224 1.58% 4.84% 57,645,820 1.28% Shareholders Shares Shareholding (%) Shareholding Shares Shareholders ANNUAL REPORT 2014 154 Office ofthePresident Office ofthePresident - 25,589,600 - 17,084 - Operation 4 3,000 192,000 25,589,600 Executive Vice President, Business Development and Project Mrs. Narttaya Chirathivat 18. - Construction 3,000 42,145,895 26,764,600 17. - - Executive Vice President, 27, - Mr. Suthipak Chirathivat 16. 83,460,400 Senior Executive Vice President, - - 26,764,600 Mr. Somchart Baramichai 17,159 15. - Senior Executive 12,972, Vice President, - Director, 83,460,400 - - President &CEO Director - Ms. Wallaya Chirathivat 14. - Mr. Preecha Ekkunagul 13. - Director Mr. Prin Chirathivat - 12. - - Mr. Kobchai Chirathivat 11. Director Direct - Mr. Sudhitham Chirathivat 10. 83,988,000 - Mr. Sudhisak Chirathivat - 400,000 9 Director Mr. Suthichart Chirathivat 83,588,000 Director 8. IndependentDirector Mr. Suthikiati Chirathivat 7. IndependentDirector Mr. Kanchit Bunajinda 6. Mr. Karun Kittisataporn 5. IndependentDirector Mrs. Sunandha Tulayadhan 4. IndependentDirector IndependentDirector Mr. Chackchai Panichapat 3. Mr. Paitoon Chairman Taveebhol 2. Mr. Suthichai Chirathivat 1. Directors andexecutivesholding CPNshares in2014,are asfollows: (2) Securities (2) held by aspouseand/orchildren underthelegal age ofdirectors orexecutive officers. The acquisition anddisposition ofsecurities were disclosed underanquarterly report onshareholding ofdirecto (1) Remarks: o aePsto No.ofShares Position Name No. Ph.D. Nattakit Tangpoonsinthana xctv iePeiet aktn - - - - Executive Vice President, Marketing r 2,4,0 - 28,346,400 or 105,400 100, 20 - ,200 20 - ,200 ietIndirect Direct 400 18,636, rs andexecutive officers (Form59-2). As atJanuary1,2014 0 27 000 400 31,608, (2) 28,346,400 17,084,200 17,159,200 2,337,895 ,205,400 Total 800 155

Shareholding (%) Shareholding As at December 31, 2014 800 0.70 ,199,200 ,199,200 0.38 ,099,200 ,099,200 0.38 (2) 400 31,608, 000 27,215,400 0.61 No. of Shares Indirect As at December 31, 2014 ,200 - 17 ,200 - 17 105,400 105,400 110, Total Total (1) (2) Indirect - - - 42,145,895 - 192,000 42,337,895 - 0.94 ------10,000 - - - 12,972,400 18,636, 10,000 27, 28,346,400 - - - - - 28,346,400 - - - 0.63 ------3,000 25,589,600 - 3,000 - 0.00 - 25,589,600 - 0.57 ------26,764,600 - - - 26,764,600 - - 0.60 - Changes in No. of Shares Changes in No. of Shares Increased/(Decreased) during 2014 Increased/(Decreased) 15,000 15,000 - 15,000 17,099 40,000 40,000 - 40,000 17,199 Direct Direct (60,814,500) (60,814,500) (60,814,500) - 22,645,900 - 22,645,900 0. 5 1 (80,275,200) (80,275,200) 21,893,200 (58,382,000) 3,312,800 22,293,200 25,606,000 0.57 ANNUAL REPORT 2014 156 Project Development 1 3 Ms pi rvkr EeuieVc rsdn, - - - 68,000 - Accounting andAdministration 48,000 - - 20,000 Corporate Strategy Special Project Development - Securities (2) held by aspouseand/orchildren underthelegal age ofdirectors orexecutive officers. Accounting andRiskManagement - The acquisition anddispositionofsecurities were disclosed underanquarterly report onshareholding ofdirecto (1) Remarks: 54,000 Senior Vice President, Executive Vice President, - Mrs. Suwadee Singngam 24. - Executive Vice President, Mrs. AprilSrivikorn 23. Property 54,000 Management - Flt.Lt. Kree Dejchai 22. Executive Vice President, Finance, Ms. Naparat Sriwanvit 21. 20. Executive Vice President, Mrs. Panida Sooksridakul 19. o aePsto No.ofShares Position Name No. Major NaritRatanaphichetchai xctv iePeiet 4,0 - 40,000 - 40,000 Executive Vice President, ietIndirect Direct rs andexecutive officers (Form59-2). As atJanuary1,2014 (2) Total 157

Shareholding (%) Shareholding As at December 31, 2014 (2) 2. DIVIDEND POLICY than not less dividends pay of CPN is to policy The from profit net operating 40% of its approximately when except financial statement, consolidated dividend The not to. reason is a compelling there in earnings the retained will not exceed payment financial statement. separate dividends pay is to subsidiaries of CPN’s policy The flow cash and adequate profit net when it has will depend on dividend payment The balance. and of Directors of the Board the consideration and it will not of the subsidiaries shareholders in financial earnings the retained exceed statement. No. of Shares Indirect As at December 31, 2014 Total Total (1) (2) Indirect ------20,000 - 48,000 - 68,000 - - 0.00 ------54,000 - 54,000 0.00 Changes in No. of Shares Changes in No. of Shares Increased/(Decreased) during 2014 Increased/(Decreased) Direct Direct (10,000) (10,000) - (10,000) 30,000 - 30,000 0.00

RESPONSIBILITY OF 160 THE BOARD OF DIRECTORS TO THE FINANCIAL STATEMENTS

The Board of Directors of Central Pattana Public The Board of Directors has appointed the audit Company Limited (“the Company”) is responsible committee which comprises independent for the consolidated financial statements of the directors, to control quality of financial report Company and its subsidiaries as well as financial and internal control system. The opinion of the information as presented in the annual report. The audit committee on this matter has already been financial statements are prepared in conformity presented in the audit committee report. The with generally accepted accounting standards Board of Directors is of an opinion that internal which are appropriately applied on a consistent control systems of the Company are in the basis. Conservation judgment and best estimate satisfactory and sufficient level to reasonably are adopted in this preparation. In addition, all build the confidence in the reliability of the important information is adequately disclosed in consolidated financial statements of the the notes to financial statements. Company and its subsidiaries as of December 31, 2014. The Board of Directors has set up and maintained an effective internal control to reasonably ensure that all accounting records are accurate, complete

ANNUAL REPORT 2014 REPORT ANNUAL and sufficient to secure its assets. Moreover, all possible weakness could be found to prevent fraud or material unusual transactions.

Mr. Suthichai Chirathivat Chairman

Mr. Preecha Ekkunagul Director President & CEO 161 ENDED 31 DECEMBER 2014 AND ITS SUBSIDIARIES AND INDEPENDENT AUDITOR’S REPORT FINANCIAL STATEMENTS FOR THE YEAR CENTRAL PATTANA PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 162 AUDITOR’S REPORT AUDITOR’S INDEPENDENT “Company”) (the Limited Company of statements financial separate and consolidated accompanying the audited have I Central theof PattanaTo Shareholders Public Company Limi Report Independent Auditor’s opinion. opinion. my audit for basis a provide to appropriate and sufficient is obtained haveI evidence audit the that believe I the and used policies accounting of appropriateness statements. financial the of the evaluating includes management, as bymade estimates accounting of also reasonableness audit the An in appropriate are control. that procedures audit design to order b circumstances, in statements fair and financial preparation the entity’s of the to presentation relevant control internal considers auditor the assessments, risk those f to due whether statements, financial the of misstatement material of risks the of assessment the including judgment, auditor’s the on depend selected procedures The statements. financial procedures performing involves audit An from misstatement. material free are statements financial separate and consolidated the whether about assurance reasonable obtain to audit the perform and plan and requirements ethical complystanda I with that Those Auditing. on Standards Thai with accordance in audit my conducted I audit. my on based statements financial separate and consolidated these on opinion an express to is responsibility My Responsibility Auditor’s financial separate and consolidated of preparation the enable from misstatement, wh material free are that statements to necessary is determines separate management and consolidated these of presentation as control internal such for and Standards, Reporting fair Financial Thai with accordance in statements l financia and preparation the for responsible is Management Statements Financial andSeparate Consolidated the for Responsibility Management’s comprehensiv of . information explanatory other and policies accounting statements separate for and flows cash consolidated and equity the in changes 2014, December 31 at as position ut not for the purpose of expressing an opinion on the effectiveness of the entity’s internal internal entity’s the of effectiveness the on opinion an expressing of purpose the for not ut , n is subsidiaries its and epciey wih compr which respectively, the year then ended, and ended, then year the te “Group”) (the to obtain audit evidence about the amounts and disclosures in the the in disclosures and amounts the about evidence audit obtain to ise the consolidated and separate statements of financial financial of statements separate and consolidated the ise , and of of and , ether due to fraud or error. or fraud to due ether notes comprising notes eta Ptaa ulc opn Limited Company Public Pattana Central well as evaluating the overall presentation presentation overall the evaluating as well ted a summary of signifi of summary a raud or error. In making In error. or raud Central Pattana Public Public Pattana Central rds require require rds income, e cant cant , 163 financial their and present fairly, in all material respects, the as at 31 December 2014 2 in accordance with Thai Financial Reporting Standards. ial statements financ of the Group and the Company, respectively, ) 2015 Thanit Osathalert Opinion KPMG Phoomchai Audit Ltd. KPMG Phoomchai Bangkok 20 February ( Certified Public Accountant Registration 5155 No. In In my opinion, the consolidated and separate financial position performance and cash flows for the then year ended ANNUAL REPORT 2014 164

The accompanying notes are an integral part of these financial statements. The accompanying notes are The an accompanying part integral of statements. these financial Investment in jointly-controlled entities Total assetsTotal non-currentTotal assets Investments in subsidiaries funds and Non-current assets Other non-current assets Investment in associates Asset usage rights Leasehold rights Long-term investments related parties currentTotal assets Short-term loans to related parties Long-term loans to related parties Deferred tax assets Investment properties Property, plant equipmentand Other long-term investments Other receivables Trade accounts receivable Current investments Assets Statement financial of position Cash and Cash cashand equivalents Current assets Central Pattana Public Company Limited and its LimitedSubsidiaries and Company Public Central Pattana 4, 4, 17 Note 4, 4, 8 4, 4, 7 10 15 14 11 16 12 13 9 4 4 6 6 5 89,035,187,725 82,017,036,218 11,795,158,799 60,927,249,949 Consolidated financial statements financial Consolidated

31 December31 5,443,526,858 7,018,151,507 2,140,491,324 1,840,825,306 1,840,825,306 1,404,324,122 1,404,324,122 1,285,220,512 1,285,220,512 2,487,781,567 2,487,781,567 788,163,715 122,588,750 731,388,996

66,250,000 2014

2,217,827 3

- - - -

77,538,774,239 72,039,671,674 11,456,563,951 53,575,156,506

31 December31 3,354,239,257 5,499,102,565 2,352,903,164 2,400,239,657 2,400,239,657 1,229,673,788 1,229,673,788 1,752,178,399 1,752,178,399

425,963,382 127,264,252 745,362,460 117,010,721 117,010,721 2013

2,218,702

- - - - - (in Baht)

78,197,201,762 73,328,888,253 22,783,141,100 12,670,446,871 23,070,219,321 31 December31

7,578,673,686 4,868,313,509 6,453,411,814 1,153,717,314 1,144,837,577 1,743,814,177 Separate financial statementsSeparate financial

254,605,877 153,144,174 364,245,410 756,595,427

69,349,014 2014 1,000,000 - - -

66,760,864,724 63,675,804,574 21,807,139,780 13,234,089,917 16,483,119,890

31 December31 5,544,768,726 3,085,060,150 5,803,275,519 1,667,212,440

302,056,699 130,091,727 370,262,316 626,979,232 699,184,185

88,124,293 2013

1,000,000 3,560,000

- - - 165 - -

2013 145,352,171 900,000,000 714,089,098 774,714,219 320,375,333 110,080,547 171,087,007

3,421,792,207 1,729,844,137 2,089,577,028 3,377,972,226 3,982,225,000 1,507,126,206 31December

12,458,443,347 11,363,465,000 18,149,256,832 30,607,700,179

- - 2014 39,967,449 508,218,871

200,000,000 167,229,865 696,014,602 947,597,059 117,955,178

Separate financialSeparate statements 2,132,399,811 2,003,654,507 1,690,408,909

3,484,191,061 3,962,580,000

31December 11,141,510,000 11,944,597,420 20,427,414,885 39,036,324,732 18,608,909,847

(in Baht) (in - -

4,159,962 2013 155,447,688 598,412,053 547,968,060 900,000,000 171,551,584 317,870,781 4,941,489,040 5,184,958,035 1,015,418,010 5,153,567,000 2,779,050,202 5,157,203,879 31December 13,788,036,680

15,458,231,937 40,715,132,974 25,256,901,037

-

4 4,387,061 2014 39,967,449 139,265,420 828,393,324 200,000,000 193,475,849 688,904,684 253,605,371 5,395,426,934 1,221,974,671 4,478,722,000 2,782,184,394 4,890,294,549 31December 11,339,939,680 14,830,725,268

Consolidatedfinancial statements 14,126,491,383 47,287,266,654 33,160,775,271 4 18 21 18 16 18 Note 4,18 4,19 4,20 4,18 Central PattanaCentral Public Company andSubsidiaries Limited its Current liabilities institution financial from Loan Employee benefit obligations benefit Employee Other long-term loans payable loans long-term Other Non-current liabilities parties related from loans Long-term Statement of financial position of financial Statement equity and Liabilities Unearned rental and service income and service rental Unearned rights leasehold for Guarantees Deferred tax liabilities tax Deferred Trade accounts payable accounts Trade Deposits received from customers from received Deposits Totalliabilities Long-term provisions Long-term liabilities Totalnon-current Other payables Other Short-term loans from related parties related from loans Short-term Current portion of long-term loans long-term of portion Current Current portion of unearned rental and rental unearned of portion Current income service Income tax payable tax Income payables Contractor Total current liabilities liabilities Totalcurrent The accompanying notes are an integral part of these financialthesestatements.integralof accompanyingpart an The are notes The accompanying notes are an integral part of these financial statements. financial these of part integral an are notes accompanying The

ANNUAL REPORT 2014 166

The accompanying notes are an integral part of these financial statements. The accompanying notes are The an accompanying part integral of statements. these financial Company the attributableof Equity to owners Other components of equity Unappropriated Appropriated for legal reserve Retained earnings Premium on ordinary shares Issued share paid-up and capital Liabilities equity and Total liabilitiesTotal equity and equityTotal Non-controlling interests Statement financial of position Authorised share capital Share capital Equity Central Pattana Public Company Limited and its LimitedSubsidiaries and Company Public Central Pattana Note 23 23 22 41,020,708,612 89,035,187,725 41,747,921,071

Consolidated financial statements financial Consolidated 30,033,795,650 30,033,795,650 31 December31 2,244,000,000 2,244,000,000 8,558,557,850 8,558,557,850 224,400,000 224,400,000 727,212,459 727,212,459 (40,044,888) 2014 5 36,178,421,006 77,538,774,239 36,823,641,265

25,195,199,173 25,195,199,173 31 December31 2,244,000,000 2,244,000,000 8,558,557,850 8,558,557,850 224,400,000 224,400,000 645,220,259 645,220,259 (43,736,017) 2013 (in Baht)

39,160,877,030 78,197,201,762 39,160,877,030 28,131,064,536 28,131,064,536 31 December31 2,244,000,000 2,244,000,000 8,558,557,850 8,558,557,850 Separate financial statementsSeparate financial 224,400,000 224,400,000 2014 2,854,644 -

36,153,164,545 66,760,864,724 36,153,164,545 25,123,672,051 25,123,672,051 31 December31 2,244,000,000 2,244,000,000 8,558,557,850 8,558,557,850 224,400,000 224,400,000 2013 2,534,644

- 167 ------

(350,000) 2013 13,347,698 10,543,143 (11,241,147) (11,591,147) 906,356,612

(330,695,478) 7,085,786,442 7,423,610,347 2,834,396,467 1,322,387,916 2,256,738,444 4,249,972,148 3,832,308,176 3,501,612,698 3,490,021,551

11,255,918,523

------

statements 31 December For the year ended year the For Separate Separate financial 320,000 320,000 2014 84,197,266

105,984,604 (437,106,183)

9,176,390,819 9,020,731,353 4,254,960,688 1,396,250,075 2,396,666,415 5,408,015,507 5,912,854,833 1,131,852,165 5,475,748,650 5,476,068,650 14,933,586,186

(in Baht) (in 28,971

(191,368) 1,912,203 97,655,779 2013 (13,912,117) (11,970,943) 308,964,107 686,122,862 902,978,834 685,931,494 881,882,893 812,532,817 690,764,382 1,698,192,611 3,445,545,818 9,541,895,158 7,595,253,431 6,389,203,611 6,377,232,668 (1,206,049,820) 18,128,314,102 14,799,702,282 21,709,024,219

statements - 31 December 6 For the year ended year the For (479,755)

Consolidated financial Consolidated 2,252,214 1,438,915 3,691,129 2014 61,441,989 314,706,536 813,751,247 957,875,577 813,271,492 974,774,728 676,751,105 779,659,998 1,583,861,906 3,666,737,678 8,806,387,422 7,428,346,312 7,432,037,441 (1,378,041,110) 20,374,891,383 15,959,729,653 23,952,845,583 10,521,874,336

4 4 4 4 10 31 Note 4, 25 4, 26 4, 27 4, 30 Central its Subsidiaries and Pattana Limited Company Public Statement ofStatement income comprehensive Income and services rent from Revenue Share of profit (loss) Associates entities Jointly-controlled Total Administrative expenses Administrative Revenue from hotel operation hotel from Revenue income Other income Total Revenue from food and beverage food from Revenue Investment income Investment Expenses and services of rent Cost tax expense beforeProfit income Finance costs Finance Total expenses Total Cost of hotel operation of hotel Cost Cost of food and beverage of food Cost expense tax Income Profit forProfit the year Net change in fair value of available-for-sale of available-for-sale fair in value change Net investments Other comprehensive income income comprehensive Other for differences translation currency Foreign operations foreign Defined benefit plan actuarial losses, actuarial plan benefit Defined tax of income net Other comprehensive income income comprehensive Other for the year, tax net of income Total comprehensive income for the yearincome comprehensive Total The accompanying notes are an integral part of these financialthesestatements.integralof accompanyingpart an The are notes The accompanying notes are an integral part of these financial statements. financial of these part an integral are notes accompanying The ANNUAL REPORT 2014 168 The accompanying notes are integralan part theseof financial statements. The accompanying notes are The an accompanying part integral of statements. these financial Ownerstheof Company Totalcomprehensive income attributable to: Profit for the year the Profitfor Totalcomprehensive income year the for Non-controlling interests Basicshareearningsper Non-controlling interests Ownerstheof Company Profitattributable to: Statement of comprehensiveincomeStatement of Central Pattana Public Company Limited Pattana and Subsidiaries its Central Note Note 32

7,428,346,312 7,432,037,441 7,306,952,642 7,310,643,771 121,393,670 121,393,670 2014 Consolidatedfinancial Forthe year ended 7 31 December31 1.63 statements

6,389,203,611 6,377,232,668 6,292,529,045 6,280,558,102 2013 96,674,566 96,674,566 (inBaht) 1.42

5,475,748,650 5,476,068,650 5,475,748,650 5,476,068,650 2014 Separate financialSeparate Forthe year ended 31 December31 statements 1.22 - -

3,501,612,698 3,490,021,551 3,501,612,698 3,490,021,551 2013 0.79

-

-

169

The accompanying notes are an integral part of these financial statements. financial these of part integral an are notes accompanying The 8

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

Balance at 31 December 2013 December 31 at Balance 36,823,641,265 645,220,259 36,178,421,006 (43,736,017) (54,371,775) 11,688,581 (1,052,823) 25,195,199,173 224,400,000 8,558,557,850 2,244,000,000

------(6,518,400) 6,518,400 - - 23 reserve legal to Transfer

Total comprehensive income for the year the for income comprehensive Total 6,377,232,668 96,674,566 6,280,558,102 1,941,174 - 1,912,203 28,971 6,278,616,928 - - -

Other comprehensive income comprehensive Other (11,970,943) - (11,970,943) 1,941,174 - 1,912,203 28,971 (13,912,117) - - -

Profit Profit 6,389,203,611 96,674,566 6,292,529,045 - - - - 6,292,529,045 - - -

Comprehensive income for the year the for income Comprehensive

1,600 1,600 ------subsidiaries

Total changes in ownership interests in in interests ownership in changes Total

a change in control in change a 1,600 1,600 ------

Acquisition of non-controlling interests without without interests non-controlling of Acquisition

Changes in ownership interests in subsidiary in interests ownership in Changes

owners of the Company 4,546,432,753 - 4,546,432,753 - - - - (2,069,743,247) - 6,550,992,000 65,184,000

Total contributions by and distributions to

Dividends to owners of the Company the of owners to Dividends (2,069,743,247) - (2,069,743,247) - - - - (2,069,743,247) - - - 33

Issue of ordinary shares ordinary of Issue 6,616,176,000 - 6,616,176,000 ------6,550,992,000 65,184,000

owners of the Company

Contributions by and distributions to

in equity in

Transactions with owners, recorded directly directly recorded owners, with Transactions

25,899,974,244 548,544,093 25,351,430,151 (45,677,191) (54,371,775) 9,776,378 (1,081,794) 20,992,843,892 217,881,600 2,007,565,850 2,178,816,000 Balance at 1 January 2013 January 1 at Balance

Year ended 31 December 2013 December 31 ended Year

(in Baht) (in

equity interests Company the control common under investments differences Unappropriated reserve premium Share capital share Note of equity of

Total controlling of owners components entities involving available-for-sale paid-up Legal translation

Issued and and Issued Non- to attributable other combination business in changes Currency

Reserve on Reserve value Fair Total Equity Equity

Other comprehensive income comprehensive Other

Retained earnings Retained Other components of equity of components Other

Consolidated financial statements financial Consolidated

Statement of changes in equity in changes of Statement Central Pattana Public Company Limited and its Subsidiaries its and Limited Company Public Pattana Central ANNUAL REPORT 2014 170

Central Pattana Public Company Limited and its Subsidiaries Statement of changes in equity Consolidated financial statements Retained earnings Other components of equity Other comprehensive income Fair value Reserve on Total Equity Issued and Currency changes in business combination other attributable to Non- paid-up Legal translation available-for-sale involving entities components owners of controlling Total Note share capital Share premium reserve Unappropriated differences investments under common control of equity the Company interests equity (in Baht) Year ended 31 December 2014 Balance at 1 January 2014 2,244,000,000 8,558,557,850 224,400,000 25,195,199,173 (1,052,823) 11,688,581 (54,371,775) (43,736,017) 36,178,421,006 645,220,259 36,823,641,265

Transactions with owners, recorded directly in equity Contributions by and distributions to owners of the Company Dividends to owners of the Company 33 - - - (2,468,356,165) - - - - (2,468,356,165) (39,400,150) (2,507,756,315) Total contributions by and distributions to owners of the Company - - - (2,468,356,165) - - - - (2,468,356,165) (39,400,150) (2,507,756,315)

Changes in ownership interests in subsidiary Acquisition of non-controlling interests without a change in control ------(1,320) (1,320) Total changes in ownership interests in subsidiaries ------(1,320) (1,320)

Comprehensive income for the year Profit - - - 7,306,952,642 - - - - 7,306,952,642 121,393,670 7,428,346,312 Other comprehensive income - - - - 1,438,915 2,252,214 - 3,691,129 3,691,129 - 3,691,129 Total comprehensive income for the year - - - 7,306,952,642 1,438,915 2,252,214 - 3,691,129 7,310,643,771 121,393,670 7,432,037,441

Balance at 31 December 2014 2,244,000,000 8,558,557,850 224,400,000 30,033,795,650 386,092 13,940,795 (54,371,775) (40,044,888) 41,020,708,612 727,212,459 41,747,921,071

The accompanying accompanying notes are notes an integral are part an of integral these financial part statements. of these financial statements. 9

171

10

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

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

Balance at 31 December 2013 December 31 at Balance 36,153,164,545 2,534,644 25,123,672,051 224,400,000 8,558,557,850 2,244,000,000

Transfer to legal reserve legal to Transfer - - (6,518,400) 6,518,400 - - 23

Total comprehensive income for the year the for income comprehensive Total 3,490,021,551 (350,000) 3,490,371,551 - - -

Other comprehensive income comprehensive Other (11,591,147) (350,000) (11,241,147) - - -

Profit Profit 3,501,612,698 - 3,501,612,698 - - -

Comprehensive income for the year the for income Comprehensive

owners of the Company 4,546,432,753 - (2,069,743,247) - 6,550,992,000 65,184,000

Total contributions by and distributions to

Dividends to owners of the Company the of owners to Dividends (2,069,743,247) - (2,069,743,247) - - - 33

Issue of ordinary shares shares ordinary of Issue 6,616,176,000 - - - 6,550,992,000 65,184,000

owners of the Company

Contributions by and distributions to

in equity in

Transactions with owners, recorded directly directly recorded owners, with Transactions

23,709,562,147 217,881,600 2,007,565,850 2,178,816,000 28,116,710,241 2,884,644 Balance at 1 January 2013 January 1 at Balance

Year ended 31 December 2013 December 31 ended Year

(in Baht) (in

Share premium Share capital share Note Unappropriated Unappropriated reserve Total equity equity Total investments

paid-up Legal available-for-sale available-for-sale

Issued and and Issued changes in changes

Fair value Fair

income Retained earnings Retained

Other comprehensive Other

Separate financial statements financial Separate

Statement of changes in equity in changes of Statement Central Pattana Public Company Limited and its Subsidiaries its and Limited Company Public Pattana Central ANNUAL REPORT 2014 172

Central Pattana Public Company Limited and its Subsidiaries Statement of changes in equity Separate financial statements Other comprehensive Retained earnings income Fair value Issued and changes in paid-up Legal available-for-sale Note share capital Share premium reserve Unappropriated investments Total equity (in Baht) Year ended 31 December 2014 Balance at 1 January 2014 2,244,000,000 8,558,557,850 224,400,000 25,123,672,051 2,534,644 36,153,164,545

Transactions with owners, recorded directly in equity Contributions by and distributions to owners of the Company Dividends to owners of the Company 33 - - - (2,468,356,165) - (2,468,356,165) Total contributions by and distributions to owners of the Company - - - (2,468,356,165) - (2,468,356,165)

Comprehensive income for the year Profit - - - 5,475,748,650 - 5,475,748,650 Other comprehensive income - - - - 320,000 320,000 Total comprehensive income for the year - - - 5,475,748,650 320,000 5,476,068,650

Balance at 31 December 2014 2,244,000,000 8,558,557,850 224,400,000 28,131,064,536 2,854,644 39,160,877,030

The accompanying notes are an integral part of these financial statements. The accompanying notes are an integral part of these financial statements. 11 173

- - - -

(680,400)

1,178,028 2013 (1,657,350) (5,760,196) 19,831,220 (86,730,600)

330,695,478 906,356,612 199,661,399 485,897,859 540,123,669 165,451,765 637,950,473 340,100,000

(130,249,711) (310,474,544) (177,704,852) (169,172,948) (476,961,899)

2,635,926,988 1,130,082,412 3,501,612,698 3,379,021,323 2,902,059,424

(2,834,396,467) (1,163,093,222)

- - - - -

statements

31 December For the year ended the year For Separate financial (241,471) (393,601)

4,646,925 2014 (3,407,379) (3,959,200) 52,838,443 25,836,894

437,106,183 409,058,200 187,843,538 941,418,950 560,706,700 127,935,300 249,000,000 884,328,528

(138,135,165) (134,263,120) (481,772,854) (646,805,078)

4,180,571,764 1,131,852,165 5,475,748,650 5,471,186,998 4,824,381,920

(4,254,960,688)

- (in Baht) 28,971 746,822 (761,490) (3,358,920) 2013 20,753,640 26,946,500

(97,655,779) (48,603,076) (43,706,478)

812,532,817 582,193,119 972,937,948 614,083,147 372,100,000

(387,966,727) (599,593,083) (905,934,607) (377,333,334) (685,931,494) (737,310,288) 1,206,049,820 6,389,203,611 2,613,640,472 1,070,064,933 1,420,021,361

(1,188,159,928) 10,544,014,854 12,213,147,885 11,024,987,957

- statements 31 December For the year ended the year For Consolidated financial 6,388,200 4,995,182 1,438,915 (2,180,255) (3,990,580) 2014 25,914,845 22,039,817

(66,250,000) (61,441,989) (80,343,929)

676,751,105 353,597,763 229,981,271 943,961,417 387,400,000 12

(781,519,670) (179,645,516) (356,852,821) (813,271,492) 1,378,041,110 7,428,346,312 3,075,217,361 1,415,366,718

(1,204,897,819) (1,674,612,605) 11,838,430,858 11,041,789,801 23,440,835,746 21,766,223,141

Central Pattana Public Company Limited and its Subsidiaries its and Limited Central Pattana Company Public Statement of flows cash Statement Reversal of allowance for impairment investments for of allowance of Reversal income Investment Finance costs Finance Employee benefit obligations benefit Employee Recognition of unearned rental and service income and unearned rental Recognition of service on exchange loss Unrealised Unrealised (gain) loss from financial from instruments (gain) loss Unrealised tax expense Income Changes in operating assets and liabilities accountsTrade receivable receivables Other Other non-current assets Other accountsTrade payable Cash flows from operating activities the year for Profit Allowance for doubtful accountsfor (reversal) Allowance on assets disposal of loss (Gain) Share of profit of andassociates profit of of Share entities jointly-controlled Other payables payables Other income and rental Unearned service Adjustments for Depreciation foreign for translation differences currency Foreign operations Amortisation of leasehold right leasehold of Amortisation impairment assets for of allowance of Reversal Deposits from customers received customers from Deposits Cash generated from operating activities operating from Cash generated Employee benefits obligations paidbenefits Employee Repayment of deposits received from customers from deposits received of Repayment Income tax paid Income cashoperating Net from activities Guarantee for leasehold prepayment leasehold for Guarantee The accompanying notes are an integral part of these financialthesestatements.integralof accompanyingpart an The are notes The accompanying notes are an integral part of these financial anpart these are integral accompanying of notes statements. The ANNUAL REPORT 2014 174 The statements. notesofaccompanying integral arethesepart an financial and jointly-controlled and entities associates, fund, subsidiary, Purchaseof investments in Proceedsfunds from in redemptionof investmentunits (Increase)decrease investmentscurrent in Interestreceived Cash flows from investing activities Decreaseleasehold in payablesrights Cash and cash equivalents at 31 December 31 equivalents at Cashcash and January 1 equivalents at cash and Cash equivalents cash and cash in (decrease) Netincrease activities fromNet (usedcash financing in) Repayments ofborrowings of non-controlling Acquisition interests activities investingused Net in cash Decreasepayables contractor in investmentproperties Salesleasehold equipment, and rights Purchaseleasehold rights Purchaseof equipment property, and plant Purchaseof investmentproperties Loansby repaid related parties Loansrelated to parties receivedDividends Repaymentof loans from relatedparties Financecosts paid Cash flows from financing activities Proceeds fromof issue ordinary shares Proceeds from borrowings Proceeds from loans from relatedparties Paymentleasefor liability financial under paid Dividends Statement cash flows of Central Pattana PublicCompany Pattana Central Limited and its Subsidiaries

(11,322,942,000) (13,853,745,024) (2,033,904,960) (1,165,957,577) (7,176,874,949) (1,654,081,215) (8,524,399,880) (1,373,930,647) (2,507,590,041)

2,487,781,567 1,752,178,399 7,500,000,000 (126,455,967) (845,059,694)

13 211,033,706 735,603,168 758,498,606 55,452,910 2014 (1,281,894) Consolidated financial Consolidated Foryearthe ended (1,320)

31 December 31 statements ------

(2,357,106,268) (1,892,859,777) (8,424,820,191) (1,020,157,387) (7,123,160,520) (1,141,456,641) (9,809,338,330) (2,069,545,077) (1,175,965,948)

1,198,410,968 6,616,176,000 1,752,178,399 2,893,635,040 1,400,000,000 (249,692,434) (219,292,248) 640,802,827

92,602,722 65,667,190 2013 (4,612,323)

1,600 (in Baht) (in ------

15,763,145,679

(1,140,957,577) (3,033,906,280) (6,263,959,361) (1,179,967,302) (8,441,600,000) (7,762,664,602) (5,030,966,779) (7,182,565,276) (2,468,189,892) (1,186,595,944)

3,982,912,674 3,726,748,521 1,743,814,177 5,634,608,384 1,044,629,992 7,500,000,000

(969,194,720)

545,480,472 699,184,185 (81,865,024) 24,000,000

(1,281,893) 2014

7,315,064 Separate financial Separate Foryearthe ended 31 December 31 statements

- - -

(1,246,731,214) (6,105,061,830) (4,645,953,620) (1,366,692,311) (5,804,220,000) (3,876,692,344) (1,482,651,639) (2,069,545,077) (1,236,142,843)

1,198,214,172 2,487,380,594 6,616,176,000 4,933,160,452 1,945,915,399 1,400,000,000 2,308,897,588

(113,835,332) (272,098,294) (780,937,227) (219,292,248)

699,184,185 670,143,265

24,664,000 43,516,740

(1,998,999) (4,612,323) 2013

- 175 , of , of , of , of of of of which of of which Baht of and Baht 11.4 of which Baht of and Baht 1.4 million (2013: Baht 7,682.8 million) (2013: Baht 119.9 million) (2013: Baht 10,805.9 million) (2013: Baht 284.9 million) (2013 Baht: 4.2 million). (2013 Baht: 33.3 million). (2013: Baht 1,547.1 million) (2013 Baht: 1.9 million) , (2013: Baht 1,258.6 million) (2013 Baht: 1.9 million),

, and Baht 1,753.5 outstanding investment for was million aspayable , and Baht 1,172.2 outstanding investment for was million aspayable 14 , nil finance lease agreements agreements , nil finance lease , nil finance lease agreements , nil finance lease , and rightsBaht as at 128.531 outstanding leasehold for was million as payable , and rightsBaht as at 129.631 outstanding leasehold for was million as payable (2013 Baht: 2,381.1 million). (2013 Baht: 1,577.7 million). (2013 Baht: 8,424.8 million) (2013 Baht: 6,105.1 million) (2013: Baht 113.8 million) (2013: Baht 249.7 million) (2013: Baht 1,020.2 million) (2013: Baht 1,366.7 million) (2013 Baht: 238.4 million). (2013 Baht: 180.4 million). Central Pattana Public Company Limited and its Subsidiaries its and Limited Central Pattana Company Public Statement of flows cash Statement million was outstanding as payable for purchases of property, plant and outstanding purchases property, of equipment for was 2014asmillion at as payable 31 December which which Baht paid81.9 cash was million by which which Baht 8,524.4 paid cash was by million plant and outstanding purchases property, of equipment for was 2014as at as payable 31 December 2014, plant acquired During andthe the year Company property, equipment at aBaht total cost of 93.3million 1,373.9 paid cash was million by 2014 December 2014, rights at acquired During Bahtthe athe year Company total cost of leasehold 1,309.6 million property and long-term provisions as at 31 December as2014 provisions at and31 December long-term property 2014, has During the the atyear Company constructed aBaht properties investment total cost of 7,436.2 million as2014 provisions at and31 December long-term property which which Baht 6,264.0 paid cash was by million 2014, plant acquiredand During the the property, year Group equipment at aBaht cost total of 127.9 million 1,180.0 paid cash was million by 2014 December During the year 2014, has at constructed During the the year Group aBaht properties investment total cost of 10,277.9 million During the year 2014,rights at acquired Bahta total cost During of the the leasehold year Group 1,502.4 million Baht 126.5 paid cash was million by Non-cash transactions The accompanying notes are an integral part of these financialthesestatements.integralof accompanyingpart an The are notes The accompanying notes are an integral part of these financial anpart these are integral accompanying of notes statements. The ANNUAL REPORT 2014 176 40 39 38 3 36 35 34 33 32 31 30 29 28 2 2 2 2 23 22 2 20 19 18 17 16 15 14 13 12 11 1 9 8 7 6 5 4 3 2 1 Note statementsNotes to the financial CompanyPublic Pattana LimitedCentral an 7 7 6 5 4 1 0 Basic earnings per share per earnings Basic Income tax costs Finance byExpenses nature Employee e benefit expenses Administrative incomeOther Investment income Segment reporting R capital Share Employee obligations benefit Other payable accounts Trade Interest non Other tax Deferred usage right Assets rights Leasehold Property Investment properties Long Investment associate in Inves Other receivable accounts Trade investmentsOther equivalents cash Cash and part Related policies accounting Significant of preparation of Basis information General Contents Thai Financial Reporting Standards (TFRS) not yet adopted not (TFRS) Standards Reporting Financial Thai period reporting the Events after liabilities Contingent Commitments non with instruments Financial Leasing properties Impact from fire Dividends eserves - tments in subsidiaries tments in term investments payables receivable - bearing liabilities bearing , plant - current asset current ies and equipmentand s damage s xpenses s s - the the - relate related parties related as a result of political demonstration political of result a as

financial statements financial and funds and d parties 15 d its Subsidiaries d its 177 , - 3 93.3 78.1 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 unds 201 additional and f (%) pany pany Limited are 0 0 0 0 0 0 3 1 0 4 ...... 93 78 Com Ownership interest 201 100 100 100 100 100 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100 100 s and 2013 ed for issue by the Board of 2014 ch 1995. r Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand Country of incorporation was was Central Holding the Company’s subsidiaries 31 December d itsd Subsidiaries as at : and regulatory reporting purposes are prepared in Details of 16 (9) (1) (3) (2) (4) (1) (1) (6) (1) (2) Type of business , the “Company”, is incorporated in Thailand and has (1) (2) (4) (1) (2) (4) (1) (2) (4) (1) (2) (4) (1) (2) (4) (1) (2) (4) (1) (2) (4) are to invest in oping devel new projects, manage projects (1) (2) (4) (7) (1) (2) (4) (7) , and were approved and authoris and related parties ock Exchange of Thailand Exchange ock in Ma Details are as follows the St of the Company 2015. o., Ltd. Co., Ltd. listed on control entities . - nue Co.,nue Ltd. Ltd businesses on Management Co.,Ltd. on Management ., 20 February ointly j , t Land Owner Co., Ltd. Owner t Land ntral ntral Pattana Kaen Khon Co., Ltd. Central Pattana Public Company Limited The Company’s major shareholder during the financial year its registered office at 999/9 Rama I Road, Patumwan, Patumwan, Bangkok 10330. Bangkok its Patumwan, registered Patumwan, Road, office I at 999/9 Rama was The Company General information General These an notes integral form partof the financial statements. The financial statements issued for Thai statutory the Thai language. These English language financial statements have language statutory been financial preparedstatements from the Thai Directors on (26.2% shareholding), which is incorporated in Thailand. The princ ipal and earn income from property associates management. in notes 4, 9, 10 and 11. given Kora Central PattanaCentral SquareNine Co., Ltd. Ce CPN Co.,Pattaya Ltd. Center CPN Learning Co., Ltd. CPN Rayong Central Pattana Rama 3 PattanaCentral Co., Rama Ltd. PattanaCentral Co., Chonburi Ltd. CPN Constructi PattanaCo.,Central Development Ltd. CPN Global Co Langsuan Realty Co., Ltd. Realty Langsuan PattanaCentral Co., Rattanathibet Ltd. Service Co., Ltd. Realty Central FoodCentral Ave WorldCentral Co., Ltd. Name of Name entity Direct subsidiaries 2 PattanaCentral Co., Rama Ltd. C PattanaCentral Chiangmai

1 Central Pattana Public Company Limited an CentralLimited Pattana PublicCompany financial the to tes No statements ANNUAL REPORT 2014 178 (a) 2 statementsNotes to the financial CompanyPublic Pattana LimitedCentral an CPN VenturesBhd. Sdn. CPN CPN Real Estate Sdn. Bhd. Sdn. Estate Real CPN The Thai Business FundThai 5 The Business FundThai 4 The Funds Ltd.CentralPlay Land Co., Indirect subsidiaries entity Name of Bangna Central Property Co., Ltd. Co., BangnaCentralProperty CPN C CPN Complex CPN Co.,Ltd. Central(Shanghai) Management Commercial Limited Global Property RetailDevelopment & Global CPN Malls MalaysiaMalls Sdn CPN effective for accounting periods beginning on or after 1 January 2014: 1January beginning after onor periods accounting for effective d FS rel TFRS revised and new following the issued has FAP The regulations of the Thai Securities and Exchange Commission. Fi Thaiaccordance with inprepared statementsfinancialare The Statement of compliance guidelinespromulgatedFederation theby of financial statements the financial preparation of of Basis (9) (8) (7) (6) (5) (4) (3) (2) (1) business of Type (Liquidated ConsultingCo.,Ltd. InvestmentLimited ity Training service and personnel development personnel and service Training m estate Real business Hotel Investment estates real in theme water park and play onshopping of land centers Operator beverage and food of Sales condominiums rent of for houses shop and Construction shopping centers in utilities of Provision t ren for shopping and centers buildings office of Construction Co.,Ltd. on 20 March 2014 March anagement consulting and corporate services anagement corporate and consulting . Bhd. . ) (1) to (5) to (1) business Type of of Type AccountingProfessions (“FAP”);and (1) (8) (6 (8) (6) (6) (1) (8) (6) (6) (8) 17 (2) ) d its Subsidiaries d its incorporation Country of of Country HongKong HongKong vn t te Group’s the to evant Malaysia Malaysia Malaysia Thailand Thailand Thailand Thailand Thailand Thailand nancial ReportingnancialStandards(TFRS) C hina applicableandrules 100 100 100 100 100 100 100 100 201 Ownership interest Ownership 99 99 99 - . . . . . 9 ...... 4 9 0 0 0 9 0 0 0 0 0 operations and and operations (%) 201 100.0 100 100.0 100.0 100.0 100.0 100.0 100.0 100.0 99.9 99.9 99.9 3 .0 ; 179 All All accounting accounting and and have not 5 for the following ain of the Group’s the of ain Topic the notes to the financial statements to to statements financial the to notes the s Incentives Web Site Costs . - - 0 d itsd Subsidiaries : s beginning s on beginning or after 1 January 201 18 on the financial statements. financial the on current Assets held for Sale and Discontinued Operations - . ome Taxes ome d Form of a Lease Form Liabilities Evaluating theEvaluating Substance the of Legal Transactions Involving Assets Intangible Restoration in and Similar Existing Changes Decommissioning, FinancialInterim Reporting and Impairment Presentation of financial statements Statement of Cash Flows Inc Leases Revenue Benefits Employee The Effects Rates in Exchange of Foreign Changes Related Disclosures Party in Associates Investments Interests in Joint Ventures FinancialReportingInterim of Assets Impairment Assets Intangible Business Combination Non Operating Segments Operating Leases s s that affect the application of policies and reported amounts of nts are at measured fair value presented presented in Thai Baht, which is currency. the functional company’s ancial assets are at measured fair value rations are disclosed in note 4 note in disclosed are rations sale fin - unless otherwise state otherwise unless resentation currency for TFRS - These changes have no material effect material no have changes These derivativefinancial instrume available - - IC 32 IC pplication of these new and revised TFRS has resulted in changes in cert in changes in resulted has TFRS revised and new these of pplication TFRIC 1 TFRIC 10 TFRIC TFRS 8 (revised 2012) 15 TIC 27 TIC T TAS 31 (revised2012) TAS 34 (revised2012) TAS 36 (revised2012) TAS 38 (revised 2012) TFRS 3 (revised 2012) TFRS 5 (revised 2012) TAS 18 (revised2012) TAS 19 (revised2012) TAS 21 (revised2012) TAS 24 (revised2012) TAS 28 (revised2012) TAS 1 (revised 2012) TAS 7 (revised 2012) TAS 12 (revised 2012) TAS 17 (revised2012) Use of estimates and judgements The preparation of financial statements estimates in judgements, and assumption conformity with TFRS requires management to make The financial statements The are financial statements in rounded been has Baht Thai in presented information financial thousand nearest the estimates. from differ may results Actual expenses. and income liabilities, assets, In addition to the above new and revised TFRS, the FAP has issued a number of other new and revised of and new revised other a to the has TFRS, issued number FAP new In the addition and revised above TFRS which are effective for financial statement policies. been adopted in the preparation of these financial statements. Those new ope and Group’s revised the to TFRS relevant that are The financial statements been prepared have on the historical cost basis except material in items the statements of financial position A Basis of measurement d) ( (c) Functional and p (b)

Central Pattana Public Company Limited an CentralLimited Pattana PublicCompany financial the to tes No statements ANNUAL REPORT 2014 180 3 ( tes to the financial statementsNotes to the financial CompanyPublic Pattana LimitedCentral an

a) expenses. expenses. of off value the and agreement, the the in contained as amount, termination the of lower the then acquiree, obnto rsls n h triain f pre of termination the in results rep share are combination and that consideration acquiree contingent the any of of awards value fair the includes also transferred bythe issued interests equity and acquiree, the of owners previous the to Group inc liabilities transferred, assets the of values fair the includes transferred Consideration Goodwill is measured as the fair value of the consideration transferred including the the including transferred consideration the of value fair the as measured is Goodwill Note Note Note Note ersns peet biain n aie fo a from reliably. arises and liability a obligation such if present only combination a business represents a in assumed is acquiree the of liability contingent A to as the “Group”) and the Group’s interests in associate Note Note 14 h cnoiae fnnil ttmns eae o h Cmay n its and Company the to relate statements financial consolidated The Basis of consolidation financial statements. consistenly applied been have below out set policies accounting The policies accounting Significant Note Note applying t statements on is in included effect in the following judgements significant notes: most critical the have and that uncertainty policies accounting estimation of areas significant about Information accounting to Revisions basis. ongoing anestimates a on reviewed are assumptions underlying and Estimates currently are exercisable. The acquisition date is the date on which control is transferred to the the to transferred is control from another. partyto one transferred which on date the in applied is is Judgment acquirer. date acquisition The exercisable. are currently that rights voting potential consideration into takes Group the control, assessing In activities. its from to as so entity an of policies operating and financial governthe to power the is Control commonunder control. entities with those than other combinations business all for method acquisition the applies Group The Business combinations value) of the identifiable assets acquired and liabilities assumed, all measured as of the acquisition acquisition the of as measured date. all assumed, liabilities and acquired assets identifiable the of value) non- any of amount 38 3 36 21 16 1 3 7 2 (t) - market element is deducted from the consideration transferred and recognised in other other in recognised and transferred consideration the from deducted is element market re recognised in the period in which estimates are revised and in any future periods affected. Contingent liabilities Commitments with non Valuation of financial instruments Measurement of Utilisation of tax losses Valuation of investment properties Leasehold rights Current and deferred taxation controlling interest in the acqui the in interest controlling defined benefit obligations determining the acquisition date and determining whether control is is control whether determining and date acquisition the determining laced mandatorily in the business combination. If a business business a If combination. business the in mandatorily laced - related parties 19 - existing relationships between the Group and the the and Group the between relationships existing ree, less the net recognised amount (generally fair fair (generally amount recognised net the less ree, at vn, n is ar au cn e measured be can value fair its and event, past d its Subsidiaries d its s and jointly e mut eonsd n h financial the in recognised amount he - cont o l pro peetd n these in presented period all to rolled entities usdais tgte referred (together subsidiaries . Consideration Consideration Group. . - ae payment based obtain benefits benefits obtain urred by the the by urred recognised 181 - made made equity equity has has sale sale financial ubsidiary ubsidiary are - for - and recognition and of recognition zero obligations obligations or an eds eds its interest in an controlling controlling interests to have a - combination, such as legal fees, luence, luence, but not control, over the es. es. the subsidiary. Any surplus or deficit or deficit surplus Any the subsidiary. is is reduced to controlling controlling interests in a s - ities the Group has joint control, established established control, joint has Group the ities interest are are for accounted in the financial consolidated d itsd Subsidiaries o o causes the non , after adjustments to align the accounting policies policies to , the align accounting after adjustments of of that 20 accounted accounted investee or as an available - accounted investees) and are recognised initially at cost. The The cost. at initially recognised are and investees) accounted - ven ven if doing s controlled controlled entities - . controlling interest at its proportionate interest in the identifiable net financial and operating policies of policies an so entity its as and from operating to financial benefits obtain and and jointly investee of equity accounted investees of accounted equity controlled entities - , , the Group’s amount carrying controlling controlling interests e - . it it is accounted for as an equity ve ve income and jointly similar to the pooling of interest method and in accordance with the Guideline issued in 2009 controlled entities are those entities over whose activ whose over entities those are entities controlled - ents using the equity method (equity method equity the using ents Subsequently retained. influence of level the on depending asset Associates Loss of control control of Loss Upon the loss of control, the Group the derecognises assets and liabilities of the any subsidiary, non to related of equity components and the other interests controlling arising on the loss of control is recognised in profit or previous loss. If subsidiary, the then Group retains any such interest in the interest is measured at fair value at the date that control is lost. from the date that control commences until the date that control ceas control that date the until commences control that date the from The accounting policies of subsidiaries have been changed where necessary policies to align adopted them by with the the Group. Losses allocated to applicable non to non balance deficit Subsidiaries are entities controlled by the Group. Control exists when the Group has the power, directly directly power, the has Group the when exists Control Group. the by controlled entities are Subsidiaries the to govern or indirectly, of The are activities. statements in financial subsidiaries included statements financial the consolidated assets ofthe acquiree. Transaction costs that the Group incurs in connection with a business and other professional and consulting fees are expensed as incurred. control common under entities from Acquisitions Business combinations of entities or businesses under method common control are accounted for using a The Group measures any non- the FAP. by Subsidiaries Associates Associates are those entities in which the Group has significant inf financial financial and operating policies. entity. another Significant of power influence voting the is of 50% and 20% presumed between to exist when the Group holds Jointly decisions. operation and strategic for consent unanimous requiring and agreement contractual by in Investments associates statem cost of the investment includes transaction costs. costs. transaction includes investment the of cost The consolidated financial statements comprehensi include the Group’s share of profit or loss and other with with those of the Group, significant from influence the ceases. date that When significant the influence accounted investee Group’s commences share until of the losses date exce that further losses is discontinued except to the extent that the Group has payments on behalf of the of behalf on payments

Central Pattana Public Company Limited an CentralLimited Pattana PublicCompany financial the to tes No statements ANNUAL REPORT 2014 182 (b) statementsNotes to the financial CompanyPublic Pattana LimitedCentral an rnatos ae lmntd n rprn te osldtd iaca saeet. nelsd gains Unrealised statements. financial consolidated the preparinga in eliminated are transactions, Transactions in foreign foreign in Transactions transactions currency Foreign Foreign currencies disposal of the investment. othercomprehensivein a such from arising losses monetary and itemconsideredareinvestment net forma gains toforeignpartof a inoperation exchange andarerecognised foreign future, foreseeable the in likely nor planned a to payable or from receivable item monetary a of settlement the When denominated liabilities and assets Monetary transactions. same way as unrealised investee.Unrealisedthelo in Group’sinterest the of extentinvestmentthe to Intra Transactions eliminated on consolidation Foreign operations Foreign items following the of retranslation the from comprehensive income: other in recognised arising differences currency foreign retr However, on arising differences currency Foreign currency functional Non- loss or profit in recognised are ontranslation arising currency functional the exchange rates ruling on presented in the foreign currency translation reserve in Foreignexchange foreign exchange rates ruling at the dates of the transactions. revenuesexpensesforeignTheand of foreign of acquisition the on arising adjustments value fair and Goodwill ruling at the reporting date. liabilitiesassetsandforeignTheof iig rm transaction from rising • • • - oeay ses n liabilitie and assets monetary group balances and transactionandbalancesgroup differences that have beenhavedifferencesthat or loss); Qualifying cash flow hedges to the extent extent that the hedge is effective; or the tooperation foreign a investmentin net the of hedge a designatedasliability financial A Available - for differences arising on translation are recognisedtranslationdifferencesarearisingon using the foreign exchange rates ruling at the dates of the transactions. the of dates the at ruling exchange rates foreign using the - ae qiy netet (xet n maret n hc cs frin currency foreign case which in impairment on (except investments equity sale gains, but only income,presentedandforeign the in currency translation reserveequity inuntil at the foreign exchange rates ruling at that date. Foreign exchange differences differences exchange Foreign date. that at ruling rates exchange foreign the at s transaction dates currencies are translated to to translated are currencies with associates recognised in other comprehensiveotherrecognised in reclassifiedprofitincomeareto operations s maue a cs i forei in cost at measured s , and any unrealised income or expenses arising from intra fromarisingexpenses orunrealised income any and , to the exte operations . n jointly and in foreign currencies at at currencies foreign in are translated to Thai Baht at the foreigntheexchange atBahttranslated Thaiare to rates 21 nlto ae eeal recognis generally are anslation nt that there is no evidence of impairment. the hedge is effective. are translated to Thai Baht at rates approximatingratesatBahttranslated Thaiareto the . equity until disposal of the investments. d its Subsidiaries d its - otold entities controlled h fntoa currency functional the gn currencies are translated to the the to translated are currencies gn in other comprehensiveotherin incomeand reporting foreign operation is neither is operationforeign r eiiae aant the against eliminated are sses are eliminated in theeliminated inare sses operations ed in profit or loss. loss. or profit in ed date are translated to to translated are date at at the dates of the the of dates the r sae at stated are - group are are 183 and and and less s classified deposits call fference between in associate . balances, in the separate financial . accounted for using the equity cash is to hold to maturity are nalysis nalysis of histories payment and future ofit or loss or ofit comprise on cost and of redemption value such debt pr controlled controlled entities uisiti d itsd Subsidiaries - ly controlled entities ing ing the cost method. Investment intent and ability 22 of of cash flows and and joint maturity maturity investments are stated at amortised cost, to- and jointly- - s free interest bonds). rate (based on government - . Bank overdrafts that are repayable on demand are a component of are a on component demand that are repayable . overdrafts Bank has positive associates interest rates for a similar instrument at the reporting date. reporting the at instrument similar a for rates interest are accounted for us associate in in the statements , initially at fair value; attributable transaction costs are recognised in profit or profit in recognised are costs transaction attributable at value; fair initially in the consolidated financial statements The difference between the acq lents lents term investments term - equiva s that the Group short maturity maturity investment. Held s in subsidiaries ts in subsidiaries, cash to- - controlled controlled entities liquid - and impairment impairment losses. held Investmen statements of the Company jointly method. as securities is the amortised using effective interest the rate over period method to maturity. Investments in other debt and equity securities Debt securities and marketable equity securities held for trading are classified areas stated at fair resultant with value, any or gain loss recognised in profitcurrent or loss assets and Debt securitie any The The fair value of interest rate swaps is based on broker quotes at the date. reporting of Those quotes are maturity and terms on the based flows cash future estimated by discounting for reasonableness tested market using and contract each The fair value of forward exchange contracts is based on their listed market price, listedif market price isavailable. not available, then fair If value is estimateda by discounting the di the contractual forward price and the of thematurity contract current a risk using forward price at the reporting date for the residual loss when incurred. Subsequent to initial recognition, they are remeasured at fair value. The gain or loss loss or gain The value. fair at remeasured are they recognition, initial to Subsequent incurred. when loss in immediately recognised is value fair to remeasurement on highly flows. cash of statement the of purpose the for activities financing with balances parties) are related stated Trade (including at and receivable other their accounts invoice accounts. doubtful for allowance less value The allowance for doubtful accounts is on assessed primarily a incurred. when off written are debts Bad payments. customer of expectations Investments Investment Cash and cash equivalents Cash Derivative financial instruments are financial instruments used Derivative to to interest rate exposure manage arising exchange, foreign are not used for instruments financial activities. Derivative and investment financing from operational, trading purposes. that derivatives However, do not qualify for hedge are accounting accounted for as instruments. trading recognised are Derivatives Trade and other accounts receivable ) ) e f d) ( (

( (c) Central Pattana Public Company Limited an CentralLimited Pattana PublicCompany financial the to tes No statements ANNUAL REPORT 2014 184 g Investmentproperties (g) Buildings andimprovements property. The estimatedusefullivesareasfollows: each of lives useful estimated the over basis straight-line a on loss or profit to charged is Depreciation its for condition working a to property investment intended useandcapitalisedborrowingcosts. the bringing to attributable directly costs other and labour, direct and property.materials of investment cost the includes the property investment of self-constructed of acquisition cost The the to attributable directly is that expenditure includes Cost Investment propertiesarestatedatcostlessaccumulateddepreciationandimpairmentlosses. services orforadministrativepurposes. or goods of supply or production the in use business, of course ordinary the in sale for not but both, for or appreciation capital for income, rental earn to held are which properties are properties Investment the investment. of holding total the of value carrying the to applied method average weighted the using determined is sold part the of cost deemed the investment, particular a of holding its of part of disposes Group the If or loss. profit in recognised is equity in reported was that loss or gain cumulative associated the with together amount carrying the and proceeds disposal net between difference the investment, an of disposal On are Disposal ofinvestments andavailable-for-sale asheld-for-trading classified instruments financial determined atthequotedbidpricereportingdate. of value fair The Equity securitieswhicharenotmarketablestatedatcostlessanyimpairmentlosses. using theeffective interestmethodisrecognisedinprofitorloss. calculated interest interest-bearing, are investments these Where loss. or profit in recognised is equity When these investments are derecognised, the cumulative gain or loss previously recognised directly in loss. or profit in recognised are differences exchange foreign and losses equity.Impairment in directly or impairment losses and foreign currency differences trading Available-for-saleon available-for-sale investments. monetary than items, other are therein, for recognised available-for-sale changes and value, fair as at held stated recognition, initial classified to subsequent securities are, are investments maturity, those to than held other be to securities, intended equity marketable and securities Debt 20-30 years

185

5 years 5-15 years Recognition and measurement Recognition Owned assets losses. depreciation and impairment are stated at cost less accumulated plant and equipment Property, Cost includes expenditure that is directly attributable to the acquisition of the asset. The cost of self- constructed assets includes the cost of materials and direct any labour, other costs directly attributable to bringing the assets to a working removing the condition items and for restoring the site their on which they intended are located, and use, capitalised borrowing costs. the costs Purchased software that is integral to the functionality of the related equipment is capitalised as of part of dismantling and that equipment. When parts of an item plant of and property, equipment have different useful lives, they are accounted equipment. plant and of property, for as separate items (major components) Gains and losses on plant disposal and of equipment an are item determined of by property, comparing the proceeds from disposal with in profit or loss. recognised net within other income the carrying amount of property, plant and equipment, and are Reclassification to investment property When the use of a property changes as investment property. remeasured to fair value and reclassified from owner-occupied to investment property, the property is Subsequent costs The cost of replacing a part of an item of plant property, and equipment is recognised in the carrying amount of the item if it is probable that the future floweconomic tobenefits the Group, embodied and its within cost the can be part measured The will reliably. carrying amount of the replaced part is The derecognised. costs of the plant day-to-day and servicing equipment of are property, recognised in profit or loss as incurred. Depreciation Depreciation is calculated based on the depreciable amount, which amount substituted for cost, less its residual value. is the cost of an asset, or other Depreciation is charged to profit or loss on a straight-line basis over the estimated useful lives of each useful lives are as follows: The estimated component of an item of property and equipment. Furniture, fixtures and equipment equipment Transportation adjusted if appropriate. No depreciation is provided on freehold land or assets under construction. Depreciation methods, useful lives and residual values are reviewed at each financial year-end and (h) equipment plant and Property, ANNUAL REPORT 2014 186 ( ( statementsNotes to the financial CompanyPublic Pattana LimitedCentral an i j ) ) Leasehold rights Whenoperatingan lease terminatedis before thelease period ae s eodd s an hc i rcgie b te ru i acrac wt is oml accounting normal its poli with accordance in Group the by recognised is which gain as recorded is sale cost or carrying amount ofthe leased property.The difference between the salesrevenue and a the costof at computedrecognisesale lessor, of cost The the interest. commercialof torate accruing payments lease minimum the of value present the lower, if or The s are lease finance under held assets Therecorded as accounts receivable lease. under finance finance lease as in the classified are lessee the to transferred are AssetsGroupleasedbytheundersignioutwhich a over the lease term. similar property and equipment owned by the financial the in equipmentand property in included are leasesoperating under out leasedAssets Where takes place. by lessor the to classified as operatingclassifiedas Leases asset. the of life useful over the depreciated basis over the period of the lease in proportion to the area that the chargeexpensesinceptionleaseleasearedate,the at areas entirethe straight to to long lease other in included are minimum charges, the finance of net of obligations, rental outstanding value The outstanding. balance present finance the on the rate constant a or property leased the the of to and principal the to allocated value is payment lease Each payments. fair the of lower the at c are lessees the to ownership of rewards and risks the all transfer substantially which equipment or property of Leases Leasehold rights over Leasehold rights Where G the Long- follows: to charged are rights Leasehold Amortisation impairment and losses. amortisation accumulated less cost at recorded are rights Leasehold profit or loss or profit cy. ales revenue recorded at the commencement of a finance lease represents the fair value of the asset, term leases the G - o tasern a transferring not line basis over the period of the lease. For long For lease.the ofperiod theover basisline position roup is the lessor roup is the lessee the is roup lassified as finance leases. Finance leases are are leases Finance leases. finance as lassified over a o pnly s eonsd s n xes i te eid n which in period the in expense an as recognised is penalty of way . Theyar . over the lease period. The property or equipment acquired under finance leases is is leases finance under acquired equipment or property The period. lease the over land land and buildi leases. Paymentsleases.chargedtooperating undermadeareleases e depreciatede overtheirexpected usefulbasisconsistentlivesa on otherwith infcn prin f h rss n rwrs f ownership of rewards and risks the of portionsignificant rft r loss or profit - term payables. The interest element of the finance cost is charged is cost finance the of element interest The payables. term ngs G roup. Rental income is recognised on a straight 25 n straight a on ficantrisksportionrewardstheownershipandof of d its Subsidiaries d its d at the commencementleas thethe atof d - term leases where thewhere leasesterm statements of financial position expires - capitali line basis over the period of lease as as lease of period the over basis line G 25 roup occupies in each year. - 4 ,any payment required madebeto d to d 0 years finance charges so as to achieve achieve to as so charges finance s ed profit or loss or profit at the inception of the lease lease the of inception the at (over the period of lease) G roup does not occupynotdoes roup profit or loss or profit o h lessee the to on a systematica on the . statement e term is the isterm e termination - line basis 30 years on a on s are of 187 is of of years end and - and and fair value generating generating unit profit or loss - 10 and 40 coverable amounts . re ’ date to determine whether generating unit to which the generating - t each financial year even even though the financial asset reporting line basis over the estimated useful lives of ure cash flows are discounted to their present present to their discounted are flows cash ure - profit or loss d itsd Subsidiaries . sale financialasset has been recognised directly in - h indication exists, the assets onomic benefitsonomic in the embodied asset. for - 26 asset asset is the of greater the in value assets’ use sale financial assets is calculated by reference to the fair value. fair the to reference by calculated is assets financial sale the carrying amount of an asset or its cash vailable - if for maturity maturity securities is calculated as the present value of estimated - - ed in profit or loss financial to - - non a of available of are stated at cost less accumulated amortisation losses. and impairment ed directly in equity is recognised in s from from the date that they are available for use, since this most closely reflects the tax discount rate that reflects current market assessments tax of rate discount that the assessments market reflects current time value of money s - . In assessing value in use, the estimated fut estimated the in use, value assessing . In Assets rights usage Assets usage right Assets right usage intangible assets expected pattern of of consumption the future ec Amortisation Amortisation is calculated over the cost of the residual value. asset, or other amount substituted for cost, less its Amortisation is recognised in profit or loss on a straight The estimated useful lives for the current periods and comparative are as follows: the difference between the acquisition cost and current fair value, financial asset recognis previously less any impairment loss on that Calculation of recoverable amount Amortisation methods, useful lives and residual values are reviewed a adjusted if appropriate. Impairment The carrying amounts of the Group’s assets are reviewed at each there is any indication of impairment. If any suc are estimated. An impairment loss is recognised has not been derecognised. The amount of the cumulative loss that is recognised in exceeds its recoverable The loss is amount. impairment recognised in profit or loss When a decline in the fair ofvalue an a equity and there is objective evidence that the value of the asset is impaired, the cumulative loss that had been recogni those from other assets, the recoverable amount is determined for the is cash amount determined the other from assets, those recoverable belongs. asset The recoverable amount recoverable The of amount The recoverable sell to cost less using value a pre independent largely inflows cash generate not does that asset an For asset. the to specific risks the and The The recoverable amount of held rate. interest effective original the at discounted flows, cash future ) k) l

( Central Pattana Public Company Limited an CentralLimited Pattana PublicCompany financial the to tes No statements ( ANNUAL REPORT 2014 188 ( ( ( statementsNotes to the financial CompanyPublic Pattana LimitedCentral an o) n m ) ) Trade and other accou other and Trade Trade and other accounts payable Defined contribution plans contribution Defined Employee benefits Interest Interest depreciati of net determined, beenimpairment loss havehad been recognised. would that amount carrying the n maret ls i rvre onl reversed is loss impairments An loss is reversed if there ha there if reversed is loss non other of ateach reporting respectdate for any indications that theloss in has decreased orno longer periodsexists. Animpairment prior in recognised losses Impairment are equity securities, the reversal is recognised aredebt securities, thereversal isre apply to any plan in the Group minimumrequirementsfundingthatany to givenconsideration isbenefits,economic of valuepresent thecalculate to orderIn plan. the contributionstofuture reductionsin or plan the fromrefunds future unrecognisedservicepresentpasteconomicthevaluecostsandof benefits any availableformof the in method.calculation credittheWhen benefitGroup,the resultsatore thein unit projected the using actuary qualified a by annually performed is calculation The obligations an reporting date on AA credit pastservice valuecostsfairtheandanyof plan assets arededucted. Thediscount ratetheyieldis theat pre itsdetermine to discounted is benefit that periods; prior and current theservice theirinemployees benefitforfuturethatreturnestimating amount ofearnedbyinhave the Group’s post a is plan benefitdefined A plans benefit Defined employees. emplo an as furtheramounts.payObligations contributions for definedcontribution to pensionrecognisedplansare contributionsseparateintoa entity loss or profit life of the plan, or on settlement of the plan post a is plan contribution defined A mut a b rltd betvl t a eet curn atr h ipimn ls ws recognised was loss impairment the after occurring event an to objectively related be can amount reco subsequentincreaseinthe reversed if is assetfinancial a ofrespect impairmentin Anloss Reversals of impairment - - bearing l bearing net obligationnetres in bearing liabilities yee benefit expense in profit or loss in the periods during which services are rendered byrendered areservices whichduring periods the in loss or profit in expensebenefit yee . For financial assets carried at amortised cost and availableand amortisedcost at carriedassetsfinancial For . d that are denominated in the same currency in which the benefits are expected to be paid. fair value. fair at initially recognised are iabilities nts payable are stated at cost. at stated payableare nts s been a change in the estimate the in change a been s - rated bonds that have maturity dates approximating the terms of the Group’s pect of definedbenefitofpectpensioncalculated plans is separately eachplanfor . An - employment benefit plan other than a defined contribution plan. The plan.contributiondefined a than other planemployment benefit economic benefit is available to the group if it is ( cognised ProvidentFund t te xet ht h asts arig mut os o exceed not does amount carrying asset’s the that extent the to y - mlyet eei plan benefit employment liabilities. in in other comprehensive income. 27 profitlossor ) andwillhave nolegal constructiveor obligation to d its Subsidiaries d its used to determine the recoverableamount.the determine to used . For. cognisedlimitedanyassettotalisofthe to a vailable ne wih n niy as fixed pays entity an which under - sent value. Any unrecognisedAnyvalue. sent iaca ast ae assessed are assets financial - - for for n r mriain if amortisation, or on - - sale financial assets that assetsfinancial sale salefinancial assets that realis able during the verable no in 189 - on on a ed as as ed s . investments. . are are recognised ed ed as income in the s term term cash bonus or profit - revenue ice ice bank deposits and and deposits bank dividend date. - line line basis over the term of the lease. - under short efit plans in profit or loss. Lease incentives granted are recogni are granted incentives Lease line basis over the average period until the come from from come er deduction of trade discounts and special - in d itsd Subsidiaries on on a straight re determined by discounting the expected future Contingent Contingent rentals are recogni on the date the Group’s right to receive payments is interest interest . 28 Unearned Unearned rental and serv and and profit or loss dividend dividend tent that the benefits vest immediately, the expense is recognised profit or loss in in the lease. the revenue revenue from rent has a present legal or constructive obligation to pay this amount as a result comprises comprises s is recognised as services are provided. are services as recognised is the term of of term the tax rate that reflects current market assessments of the time value of money and is is recognised - and beverage is recognised upon delivery of goods to customers. to goods of delivery upon recognised is beverage and ices s nvestment s line basis over basis line - term employee benefits term term employee benefit obligations are measured on an undiscounted basis and are expensed as - - and service ovision is recognised if, as a result of a past event, the Group has a present legal or constructive enue integral integral part of the total ent ood and beverage and ood n sharing plans if the Group of past service provided by the employee, and theof past obligation the service employee, can provided by be estimated reliably When the benefits of a plan are improved, the portion of the increased benefit relating to past service by employees is recognised in profit or loss on a straight benefits become vested. To the ex in profitimmediately or loss. The Group recognises all actuarial and all income expensescomprehensive related to defined ben gains and losses arising from defined benefit plans in other Short Short the related service is provided. A liability is recognised for the amount expected to be paid Provisions A pr obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions cash a flows at a pre the risks specific to the liability. The of the unwinding discount is recognised as finance cost Rev Revenue excludes value added taxes and is arrived at aft Revenue Revenue from rent discount. R Revenue from serv from Revenue a period accounting in which they are earned. straight established which in the case of quoted securities is usually the ex Dividend income Dividend income is recognised in Revenue from i from Revenue Investment F food from Revenue q)

Central Pattana Public Company Limited an CentralLimited Pattana PublicCompany financial the to tes No statements (p) ( ANNUAL REPORT 2014 190 (s) ( tes to the financial statementsNotes to the financial CompanyPublic Pattana LimitedCentral an

( t r ) ) Lease pa orwn css ht r nt iety trbtbe o h aqiiin cntuto o pouto o a of production or qualifying construction acquisition, asset are therecognised in profit to or attributableloss using directly the effective notinterest method. are that costs Borrowing and liabilities for financial reporting purposes reporting financial for liabilities and is tax Deferred repo the at enacted rates tax using year, the for loss or income taxable the on receivable or payable tax expected the is tax Current comprehensive income other in or equity in directly recognised in recognised tax Income Income tax hedging on losses receivables),and trade than (other assetsfinancial onrecognised impairmentlosses loss, or preferencesharesclassified liabilities,as valuefairlosses financial on assetsfair valueat through profit Inter fet nihr acco neither affects tempora the following the for recognised not is tax available of disposal on losses consideration, contingent andprovisions on discount the ofborrowings,unwinding on expenseinterest comprise costs Finance Finance costs using tax rates when using they tax reverse, appli be to expected are that rates tax the at measured is tax Deferred liabilities and assets its of Group the th which reflects tax deferred of measurement The future. foreseeable the subsidiaries loss or profit in income recognised Interest is profit or loss or Development profit in recognised Co., is Ltd. - sub under made Payments the over payments lease minimum the revising by confirmed is adjustment lease when the remaining lease term the of for accounted are payments lease Contingent payments lease made, ter total over the term of the lease the of term in recognised are leases operating under made Payments initial recognition of assets or liabilities in transaction that is not a business combination and that that and combination business a not is that transaction in liabilities or assets of recognition initial est i instruments that are recognised in profit or loss. ncome yments expense expense and jointly and profit or loss or profit recognised in respect of of respect in recognised . expects, at the end of the reporting period, to recover or settle the carrying amount carrying the settle or recover to period, reporting the of end the at expects, Lease incentives received are recognised in in recognised are received incentives Lease nig o txbe profit taxable nor unting for the year comprises current and deferred tax. tax. deferred and current comprises year the for - controlled entities controlled . and any adjustment to tax payable in respect of previous years. previous of respect payablein tax to any and adjustment date rting es agreement, lease except to the ex the to except the reporting date. reporting the at enacted m lease. the of temporary differences between the carrying amounts of assets assets of amountscarrying the between differences temporary to the extent that it is probable that they will not re not will they that probable is it that extent the to tent that they relate to a business combination, or items or combination, business a to relate they that tent as it accrues. accrues. it as which is is which w the manner in in manner the w follo would that consequences tax e 29 tion purposes. tion taxa for used amounts the and r loss or y ifrne: h initial the differences: ry on a systematic basis. systematicon a basis. d its Subsidiaries d its an operating lease, with Cen with lease, operating an ; and differences relating to investments is is investments to relating differences and ; profitorloss - for . profit or loss or profit - sal . fnnil ses dvdns on dividends assets, financial e ed to the temporary differences differences temporary the to ed on a straight line basis over the the over basis line straight a on urn ad eerd tax deferred and Current recognition of of recognition as an integral part o part integral an as tral International International tral goodwill; goodwill; Deferred Deferred verse in in verse f the the f are 191 e the % % will be 7 . .0 he same s 6 Company Company reviewed reviewed at up/ Gro , holding 2 , holding 25 , holding controlled entity, - . holding 60.0% holding . common directors common Nature of relationships some shareholder, Major Associate Associate Jointly nse in the period that such a can be allocated on a reasonable basis. nterest be may due. The Group believes that is probable that future taxable profit d itsd Subsidiaries Thailand Thailand Thailand Malaysia nationality Country of of Country outstanding the during year incorporation/ can be utilised. Deferred tax assets are rties are considered to be related to the Group if the 30 to change its judgement regarding the adequacy of existing . old Property Property old earnings per share (EPS) data for its ordinary shares. Basic EPS is temporary temporary difference reduced to the extent that it is no longer probable that the related tax benefit City MallsCity Malaysia Sdn Name of entities - presents basic hted average number of ordinary shares number hted average available that causes the Group umptions umptions and may involve a series of judgements about future events. New information may arnings per share has the ability, directly or indirectly, to control or joint control the party or exercise significant . Fund Bhd CPN Retail Growth Leasehold Property Fund Property Leasehold Growth Retail CPN Leaseh Growth Commercial CPN Central i Plaza Central Holding Co., Ltd. Co., Holding Central A A deferred tax asset is recognised to the extent that it available against which the each reporting date and will be realised. Basic e Unallocated items comprise mainly corporate assets (primarily the office expenses, and tax assets Company’s and liabilities. headquarters), head Segment Segment results that are reported to the Group’s CEO (the items chief directly operating attributable decision to maker) a segment include as well as those that Group Group and the party are subject to common control or common significant influence. Related parties be individuals or othermay entities. and other relatedRelationship management parties with key were as follows: Group influence over the party in making financial and operating decisions, or vice versa, or wher Related parties Related For the purposes of these financial statements, pa In In determining the amount of current and deferred tax, the uncertain tax Group positions and whether additional takes taxes and i into account the impact of its accruals for tax liabilities are adequate for factors, including all interpretations of open tax law and prior tax experience. This years assessment relies on based estimates on its assessment and of ass many become determination is made. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied taxable entity, by or on differentthe tax entities, same but they intendtax to settle authority current tax liabilitieson and assets t on a net basis or their tax assets and liabilities will be realised simultaneously tax liabilities; such changes to tax liabilities will impact tax expe The Group calculated by dividing the profit or loss attributable to ordinary shareholders of the by theweig by Segment reporting ) (u)

4 Central Pattana Public Company Limited an CentralLimited Pattana PublicCompany financial the to tes No statements (v ANNUAL REPORT 2014 192 statementsNotes to the financial CompanyPublic Pattana LimitedCentral an Central International Development International Co., Ltd. Central R The The CRG Food Co., Ltd. International Holding Co., Ltd. Restaurant Central CRC Thai CM C Delicious Fuji FactoryCo.,Ltd Spaghetti & Co.,Ltd Bara,Windsor Ground Vantage Ritz Plaza Co.,Square Ltd. Ayudhaya Agrocity Co DevelopmentSiam Retail Co Big C Fairy Co., Ltd. Fairy Plaza Co., Ltd. Central Retail Corporation Co., Ltd. Food Millennium Co., Ltd Food Festival Co., Ltd. F&D Inter Central Watson Co., Ltd. Robinson Department Store Public Food Excellent Co., Ltd. Sakura Restaurant Co., Ltd. Food Co., Ltd. Food Retail Central Central Restaura Central World Hotel Co., Ltd. Central Plaza Hotel Public Company Limited Samsonite (Thailand) Co., Ltd. Central Garment Factory Co Co., Ltd. CR Chiangmai (Thailand) Earth Care Co., Ltd. Office Club (Thai) Co., Ltd. B2S Co., Ltd. CRC Power Retail Co., Ltd. CRC Co., Ltd. Sport Power Buy Co., Ltd. Central Super Store Co., Ltd. Co., Lt Trading Central Hang Central Department Store Co., Ltd. Central Department Store Co., Ltd. Centra Plaza i Central between the Company the between its and elationships Company Limited G Marketing Co., Ltd. Barbe Gimmick Co., Ltd. l Plaza i l national Co., Ltd. cue Plaza cue Watsadu - - Name of entities of Name City Real Estate Sdn. Bhd. City Estate Real City Sdn nt Group Co., Ltd. reation Co., Ltd. Co., Ltd. Co., Ltd. . d. , Ltd Co.,Ltd. . . . Bhd . ., Ltd. . . . , Ltd . subsidiaries 31 incorporation/ Country of nationality Malaysia Malaysia Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand Tha Thailand Thailand Thailand Thailand Thailand Thailand d its Subsidiaries d its and f and iland unds are disclosed in note 1. note in disclosed are Some common directors Some common directors Some common directors Some common directors Some common directors Some common directors Some common directo Some common directors Some common directors Some common directors Some common directors Some common directors Some common directors Jointly Jointly relationships of Nature Some common directors Some common directors Some common directors Some common directors Some common directors Some common directors Some common directors Some common directors Some common directors Some c Some common directors Some common directors Some common directors Some common directors Some common directors Some common directors Some common directors Some common directors Some common directors Some common directors Some common directors Some common directors Some common directors Some common directors Some common directors Some common directors Some common directors Some common directors holding 60.0% holding 60.0% - - ommon directors controlled entity, entity, controlled entity, controlled rs 193 3 - - 3,310 3,890 1,722 16,928 85,405 201 603,954 607,844 640,673 271,052 351,403 642,693 1,522,680 2,163,353 1,353,985 1,441,112

Separate - - 4 5,390 4,214 1,650 72,220 40,569 financial statements 201 548,967 554,357 758,368 269,194 387,763 699,176 2,924,369 3,682,737 1,727,587 1,804,021 Pricing policies - - - - - 3 - 6,385 3,870 3,870 6,385 3,310 (in thousand(in Baht) 16,928 201 105,365 351,403 371,641 3,470,001 3,575,366 charged by other parties by charged in the business d itsd Subsidiaries

32 - - - - Consolidated - - ket pricesket 4 5,390 5,390 6,938 6,938 1,650 lease form, timing and type of and lease type lease timing form, the Company which the does not exceed by approved the amount shareholders 40,568 financial statements 201 387,763 429,981 Market prices which are subject to location, lease space, Market prices The rate being The interest average rate of debt securities issued by Market prices Mar At cost Contractually prices agreed defined theAs nomination and remuneration by committee 334,719 3,601,777 3,936,496 ended 31 December with relatedended 31 December parties were as follows: s and other wholly owned wholly and leasehold olled entities and services s s s Transactions contr - e from food and beverage food and beverage e from ricing policies for particular of types transactions are explained further below: Subsidiaries and funds Associate Other related parties Subsidiaries and funds Other related parties Subsidiaries and funds Associate Jointly Other related parties Other related parties Subsidiaries Associate rights income subsidiariesand related parties evenue from rent from and servicesevenue Total income Dividend Total Total Interest income Total income Management Total Revenu Revenue R Cost of rent Cost of food and beverage Administrative expenses fee Management Directors’ remuneration Revenue from food and beverage from Revenue income Management Interest to charged Revenue from rent from and servicesRevenue The P Significant transactions for the year

Central Pattana Public Company Limited an CentralLimited Pattana PublicCompany financial the to tes No statements ANNUAL REPORT 2014 194 statementsNotes to the financial CompanyPublic Pattana LimitedCentral an Short Total Long Key management personnel compensation for the years ended 31 December consist of: Key 31December management years ended the consist for compensation personnel Key management personnel compensation Expenses Total incomeOther Total expense Interest Total expenses Administrative Management fees Total beverage and food of Cost Total services and rent of Cost Other related parties related Other Subsidiaries parties related Other Associate S parties related Other parties related Other Associate funds and Subsidiaries parties related Other Associate Subsidia parties related Other Associate Subsidiari ubsidiaries and funds and ubsidiaries - - term benefits term benefits ries and funds and ries s s s s es and funds and es 552,926 547,262 354,436 149,167 205,269 139,321 136,266 110, 154,427 201 2014 financial statements financial financial statements statements financial 38,705 65,551 45,318 38,723 5,664 3,055 4 - - - Consolidated - - 227 227 8 Consolidated Consolidated 69 18 33 d its Subsidiaries d its 201 2013 531,228 527,939 112,028 137,458 124,539 121,684 (in thousand Baht) (in thousand 29,128 16,292 69,968 19,415 50,553 29,137 95,736 (in thousand Baht) (in thousand 3,289 2,855 3 - - - - - 215 215 9 797,398 535,610 258,749 139,321 136,266 493,660 493,660 122,9 142,794 384,412 171,516 157,539 201 2014 financial statements financial financial statements financial 54,166 45,318 23,443 55,357 3,039 3,055 4 242 253 - - 27 11 Separate Separate 775,255 524,197 249,247 262,147 262, 126,756 124,539 121,684 202,243 155,349 201 2013 94,411 15,925 50,553 27,933 30,602 16,292 1,811 2,855 3 147 - - - - - 195 260 609 391 165 296 3 1,596 4,638 4,316 5,310 3,830 8,015 5,525 4,868 5,237 1,325 6,077 1,118 14,639 66,359 92,087 23,865 59,550 32,537 201 137,312 135,456 158,446 142,921 119,056 7 Separate 32 196 276 252 430 397 4 1,509 5,046 2,111 3,633 3,781 2,931 6,379 1,754 4,112 6,671 4,955 53,847 11,087 90,966 70,691 28,49 99,188 financial statements financial 135,456 137,161 201 105,270 196,236 250,083 4 4 4 3 ------(in thousand Baht) thousand (in 58,73 201 205,89 135,456 135,456 205,89 147,160 d itsd Subsidiaries 4 Consolidated ------34 201 financial statements financial 135,456 135,456 207,558 156,730 364,288 364,288 h related parties were as follows: as were parties related h Co., Ltd. Co.,

Co., Ltd. Co., parties Center ana Chiangmai Co., Ltd. Co., ana Chiangmai related alances as at 31 December wit December 31 at as alances : elated parties: other The Thai Business 4 Fund The Thai Business 5 Fund RetailSiam Development The Thai Business 4 Fund The Thai Business 5 Fund Langsuan Realty Co., Ltd. Co., Realty Langsuan Central Store’s Department Group Others Central Ltd. Service Realty Co., Central Pattana Nine Square Co.,Ltd. The Thai Business 4 Fund Pattaya Co.,Ltd. CPN Learning CPN Central Ltd. 3 Co., Pattana Rama Central Pattana Chonburi Ltd. Co., Central Ltd. Co, Pattana Development Central Patt CentralBangna Ltd. Property Co., Central Ltd. 2 Co., Pattana Rama Central Pattana Rattanathibet Ltd. Co., Central Pattana Khon Kaen Ltd. Co., Central World Ltd. Co., Central Co.,Ltd. Avenue Food Total Subsidiaries Other related party: Subsidiaries: Total Accrued interest income: Total Total Accrued dividend income Total subsidiaries Other r Trade accounts receivable Subsidiaries: Significant b Significant

Central Pattana Public Company Limited an CentralLimited Pattana PublicCompany financial the to tes No statements ANNUAL REPORT 2014 196 tes to the financial statementsNotes to the financial CompanyPublic Pattana LimitedCentral an

Movement Totallong L Long S Summary of loans to related parties Totalloans to related parties Subsidiaries: Long Totalshor Subsidiaries: Short At 31DecemberAt Decrease Increase At 1January Subsidiaries Short Tot Less hort oans to related parties Korat Land Owner Co., Ltd. OwnerLand Korat Co., Ltd.Rayong Co., CPN Ltd. Pattaya Co., CPN LangsuanRealty Ltd. Co., Ltd. Co., Chonburi Pattana Central Ltd. KaenCo., Khon Pattana Central Central Ltd.Development Co, Pattana Central Ltd. Co., World Central Ltd. Learning Co., Center CPN Co.,Ltd. Global CPN The - - - - alloans to related parties, net Interest Principal Interest Principal allowance for doubtful accounts allowancefor doubtful -termloans - -termloans - term loans to Thai Business Fund Fund ThaiBusiness term loans to - term Food Avenue Co., LtdAvenue Co., Food -termloans t - termloans s loans during to the years e the 5 . nded 31Decembernded of (% per annum) 3.92 3.92 3.92 3.92 3.92 3.92 3.92 3.92 3.92 4.25 201 Interest rate - - 4 201 financial statements 4.26 4.26 4.26 4.26 4.26 4.26 4.26 4.26 201 4.26 4.26 4.34 4 ------Consolidated - 35 3 loans to related parties were as as were parties related to loans 201 f inancial statements d its Subsidiaries d its ------4 Consolidated 201 (i n thousand Baht) 3 ------201 (in t ------3 housand Baht) 201 (24,719) financial statements 69,349 88,124 (1,075) 6,574 12,670,447 12,670,447 12,739,79 12,739,796 1 1,235,014 2,163,126 8,145,434 2,739,796 4 445 717,563 349,665 201 69,349 14,467 54,380 financial statements 69,349 44,382 15,263 Separate - - - 4 502 follows: Separate 6 13,234,090 13,322,214 13,322,214 13,234,090 13,322,214 201 2,867,971 8,376,391 (26,546) 88,124 32,454 82,148 201 939,196 187,877 278,506 347,025 221,430 71,078 15,694 88,124 88,124 3 (222 8,026 9,020 290 3 - - ) 197 3 393 669 131 880 878 - - - 3 2,989 2,726 1,012 3,086 1, 2,191 1,017 4,182 average average 42,233 24,165 18,068 21,079 201 577,931 201 774,714 (582,382) 4,613,500 (4,906,614) 13,531,655 13,234,090 rates ranging rates ranging at the the at Separate 21 71 15 Separate 228 887 672 643 760 4 1,150 1,128 1,533 2,190 1,202 6,416 4 48,283 65,199 21,416 26,867 16,916 financial statements financial 201 947,597 27,491 financial statements financial Baht) 5 bear interest bear 201 (505,637) 5,024,393 12,670,447 (5,609,890) 13,234,090 loans loans All 3 ------3,705 (in thousand (in 31,101 31,101 27,396 201 ------3 n thousand Baht) n thousand 1,015,418 (i 201 d itsd Subsidiaries Consolidated 4 ------62,844 62,844 27,979 34,865 financial statements financial 201 36 Consolidated ------4 1,209,410 financial statements financial 201 . ed and denominated in Thai Baht. Baht. in Thai denominated and ed . Ltd. Rattanathibet Co., Ltd. Rattanathibet to .0 % per annum. per % .0 .0 % to 5 to % .0 term loans - Principal Interest Principal Interest The Thai Business Fund 4 Fund Business The Thai Co.,Ltd Square Nine Pattana Central - - - - Central Department Store’s Group Store’s Department Central Central Department Store’s Group Store’s Department Central Others Central Pattana Rama 2 Co., Ltd. Rama Pattana Central Co., Ltd CPN Pattaya Co., Ltd. Center CPN Learning Co.,CPN Rayong Central Pattana Khon Kaen Co., Ltd. Kaen Khon Pattana Central Co., Ltd. Chiangmai Pattana Central Co.,Ltd. Property Bangna Central Co, Ltd. Development Pattana Central Pattana Central Co., Ltd. Chonburi Pattana Central Central World Co., Ltd. World Central Co., Ltd. Service Realty Central Guarantees for leasehold rights party: related Other Other related parties: related Other parties related Total Total Total subsidiaries Total Subsidiaries: Trade accounts payable At 31 December Subsidiaries At 1 January Increase Decrease Long Loans to subsidiaries are unsecur are subsidiaries to Loans interest rate of debt securities issued by the Company. Loans to funds carry interest at interest to the Loans carry funds by the issued rate Company. of interest debt securities 3 from

Central Pattana Public Company Limited an CentralLimited Pattana PublicCompany financial the to tes No statements ANNUAL REPORT 2014 198 statementsNotes to the financial CompanyPublic Pattana LimitedCentral an Movements At 31 December Increase At 1January Othe At 31December Decrease Increase At 1January Subsidiaries Short Totalloans from related Totallong Subsidiaries: Long Totalshort Other Subsidiaries: Short L oans from related parties - - - - - Rama Pattana 2 Central Rama Pattana Central Others Co.,Ltd. Square Nine Pattana Central Central Pattana Chiangmai Co., Ltd. Chiangmai Co., Pattana Central Management Construction CPN Central Pattana Chonburi Co., Ltd. Co., Chonburi Pattana Central Ltd. Pattaya Co., CPN Ltd Co., Rattanathibet Pattana Central T Realty Central Ltd. service Co., Co., Ltd Co., he Thai Business Fund 4 Fund Thai Business he Interest Principal Interest Principal Interest - - term loans from r r related parties term loans from - elated parties: elated term -termloans - . termloans during loans from the 3 parties Co., Ltd. Co., Ltd. Co., years ended 31 Dece . 201 (% per annum) 3 3 5.50 3 3 3 2.50 3 3 3 3 Interest rate ...... 92 92 92 92 92 92 92 92 92 4 mber 201 financial statements 201 4,387 4,160 5.50 2.55 4.26 4.26 4.26 4.26 4.26 4.26 4.26 - - 37 4 of Consolidated 227 ------3 loans from related parties were as follows: financial statements 201 d its Subsidiaries d its 4,387 4,387 4,387 ------Consolidated 4 2013 (in thousand Baht) 4,160 3,945 215 ------201 4,160 4,160 4,160 ------(in thousand Baht) - - - 3 11,944,597 14,904,386 (6,372,928) 3,377,972 (281,746) 2014 316,913 financial statements 15,428,788 11,944,597 1,802,516 1 3,484,191 9,886,313 ,681,675 132,433 272,346 471,718 761,103 401,2 201 - - - 18,379 financial statements 1,080 Separate 4 - 25

Separate (1,402,652) 3,377,972 2,182,897 2,603, (105,694) 3,377,972 2,089,664 6,799,764 1,825,045 1, 3,42 2013 100,237 150,528 661,104 596,747 413,379 201 53,192 10,105 1,792 - - - 184 3 - - -

199 72 618 3 3,042 14,678 18,338 201 (80,000) 145,685 100,237 126,000 2013 (148,796) (105,694) 3,421,792 2,603,184 2,182,897 3,377,9 3,378,903 (1,402,652) issued by the Separate Separate 4 866 4,175 16,639 21,680 agreements agreements with related financial statements financial 201 77,972 financial statements financial 150,515 316,913 858,760 2014 (809,637) (137,239) (281,746) 3,484,191 3,3 3,421,792 (6,372,928) 14,904,386 11,944,597 lease .0 % to 6.0 % per annum. 598 3 ------2,962 215 (in million(in Baht) 14,399 17,959 3,945 4,160 unsecured debt securities 201 (in thousand Baht) thousand (in 2013 d itsd Subsidiaries service and premise 4 626 Consolidated rates ranging from 3 rates from ranging ------3,215 227 as follows: Consolidated 4 13,520 17,361 38 financial statements financial 201 4,160 4,387 financial statements financial 201 ed into he Group has enter t and service fees are payable term loans term - term loans from - cancellable operating lease - Interest Principal Interest Principal Principal Interest Principal Interest commitments ------from related parties related from s at 31 December Within one year After but one year within five years After five years Total Non At 31 DecemberAt At 1 January Increase Decrease At 31 DecemberAt Long Subsidiaries At 1 January Increase Decrease Total short Total A The entered Group into the 2 land lease with agreements Central Department Store Co., Ltd., a related party, for a period in of ending 30 years 2023 and 2024. Loans from related parties are unsecured and denominated in Thai Baht. Loans from subsidiaries and related parties carry interests at the average interest rate of Company. Loans from funds carry Loans inte from rest at theCompany. Commitments with related parties parties. The rental

Central Pattana Public Company Limited an CentralLimited Pattana PublicCompany financial the to tes No statements ANNUAL REPORT 2014 200 statementsNotes to the financial CompanyPublic Pattana LimitedCentral an According to the 4th TBF4’s unitholders’ resolution on 7 September 2012, the unitholders had an an had unitholders the 2012, September 7 on resolution unitholders’ TBF4’s 4th the to According ( 4 Fund Business Thai 2002, December 18 On Fund 4 Business Thai utilities system contract and become and system contract utilities sublease to order in TBF4 of behalf on obligation the for pay to CPNagreed termination. contract and management estate real a and investment system in for 2,219million Baht developmentof and parking of World by building Central contract system in compensation pay to utilities obligation had and 2011 December 1 sublease on World Central with a contract terminated TBF4 result, a As a system contra utilities cancelling sublease by CPN to Ltd. Co., World Central from sublessee the resolution change to resolution unitholders’ unanimous TBF4’s 7th the to According contract. the in specified charg is fee management property the Ltd., Co., World Central with contract management estate real a into entered TBF4 Moreover, guarantor. a as Company (“CPN”) LimitedPublic Pattana Central m and million in 80 right Baht leasehold of contract, unearned advance of the payment sum of lump advance conditions an the make to Under had 2032. Ltd. December Co., World in Central ending and years 30 of period a for was sublea system utilities a into entered TBF4 2002, December 23 On Property. Crown the of Bureau 30yearsDecember ending of in 2032. agreement period a was for lease The The with Plaza World Central of location the to related agreement, - sub the parking a hall convention a and hotel, a agreement, constructions the to According 2032. December in ending to Limited Company Public Hotel Plaza ye 29 for World Central at Central located construction its of part and land over right leasehold its sublease with agreement an into entered has subsidiary A 2012, respectively. contracts into The a 2032 December 22 entered to building. 2012 September 14 period office the covered had of contr TBF4 parts for The addition, Ltd Co., In World. World 2032. Central Central and December CPN 22 with at contracts until sublease Offices up years The 20 at of spaces period a parking for the covered of use the for right including (“CPNCG”) i for entered had million TBF4 3,530.3 Baht of amount in termination. contract and World Central by compensation building offices of development and system in investment pay to obligation had TBF4 Offices The World. of contract Central office sublease e th terminated TBF4 2012, September 14 on result, a As management CPN. with estate amended Co., and real Ltd. contract the World Central and CPN and I Type Fund Property with contracts with office sublease new into enter contract to approved offices sublease the terminate to resolution unanimous the to according million 20 Baht of rent monthly contract. the pay and million 56.1 Baht of rent sum lump the pay to Company has the contract, the to According 2032. December of end the to 1 2011 December period the covered contract The 2011. December 1 on CPN the to system the subleased has TBF4 o pr o ln ad fie nertd opnns rltd qimn ad system and equipment related components, integrated office and land of part for - sub nto lease contract contract lease ct and a real estate management contract with Central World Co., Ltd. World management Central with estate real contract a and ct onthly rent as stated in the contract to TBF4. Central World had had World Central TBF4. to contract the in stated as rent onthly a real est real with CPN Commercial Growth Leasehold Property Fund Property Leasehold Growth Commercial CPN with ate manager for Central World project instead. instead. project World managerate Central for 39 “ ” TBF4 project d its Subsidiaries d its on 27 September 2011, unitholders had an an had unitholders 2011, September 27 on etrd no land a into entered ) . nd 14 September 2012 to 23 December 23 to 2012 September 14 nd lessee agreed to use land and its its and land use to agreed lessee se contract. The lease agreement lease The contract. se Central World Co., Ltd. and and Ltd. Co., World Central and building lease lease building and amount ed as as ed act act ars ars at at 201

. ion their were 3 to to pay 4,090 Bureau 201 d 695,094 699,184 or erect certain certain land a including and 2013 Property Separate to to be upon agreed in 2014 the cancellation under the cancellation 4 which is classified as appointment to Central appointment ”) upon expiry of the 5,636 Crown financial statements financial 201 terms . 1,738,178 1,743,814 The The lessee ion, ment develop Baht 425 million on 15 December December 15 on million 425 Baht the cancellation the of cancellation subsequent the loss of the leasehold right to land land to right leasehold the of loss the of ement ement period totalling Baht 4,443.7 s or renovat ion, the Company is required to pay f 3 and ultimate ’s 9,153 (in thousand Baht) thousand (in with a period of 30 years ending on 18 directly with with directly for 20 years up until 18 December 2028. 201 1,743,025 1,752,178 payment ease ease Bureau . In addit , , at the rate and the idated d itsd Subsidiaries s te the Fund for for Fund the te year - d the leasehold d the right to leasehold land on a memorandum a memorandum Consol 4 Thailand (“the Property 40 (“the lessor”) shopping, shopping, office and parking buildings 13,802 financial statements financial 201 2,473,980 2,487,782 and The The Crown the new lessee of the l the of lessee new the . of the Group and the Company as at 31 December advance advance rental in the amount of Baht 2,162 million, n amount of Baht 502 million by by million 502 Baht of amount n ment. Therefore, to compensa to Therefore, ment. statements of financial position the had to pay for for the of construction shop for buildings lease 2013, the Company entered into a land lease agreement with Vantage Ground Co., Ltd., a together with certain specified equipment in the lease agreement rty, rty, under the agreement with under the agreement The The lease can be for renewed another 10 Public Company Limited as as Limited Company Public hold national Development Company Limited January ttana 13 and Baht 77 million in January 2033. 2033. January in million 77 Baht and 13 Cash on hand Call deposits Total conditions in a new agree new a in conditions of the cancellation of certain land lease. Central Pattana Public Company Limited agree Central Pattana Public Company Limited acquire Limited Company Public Pattana Central In In 2009, the Company subleased land entirelydenominated in Thai Baht Cash and cash equivalents lease i Fund the to compensation equivalents cash and Cash Pa On On 25 September 2013, the Fund entered into improvements, improvements, integrated components and Inter equipment of Central Plaza Lardprao from Central 20 Central Plaza Lardprao The Company leasehold rights in February 2043. Under the conditions of the agreement, the Company had to pay rental in the amount of Baht 654.9 million and pay the annual rent throughout the agre million. In In related pa annual rent period throughout the agreement totalling Baht 14,016 million. Titles over the buildings, premises or properties the Company writing in advance not less than 2 years prior to the completion of the lease. the of completion the to prior years 2 than less not advance in writing will be transferred to The agreement State Railway of CentraGate l West

5 Central Pattana Public Company Limited an CentralLimited Pattana PublicCompany financial the to tes No statements ANNUAL REPORT 2014 202 7 6 statementsNotes to the financial CompanyPublic Pattana LimitedCentral an Aging analyse Trade acco receivableunts December 31 at as Company the and Group the of investments Other denominated denominated Deposits from overdueDeposits customers Total Overdue: terms credit Within Subsidiaries and Bad doubtful and Net Less Total parties Other and Subsidiaries Total securities equity Other Non Add available Equity securities held securities Debt Current expenses (reverse) for the year the for (reverse) expenses Other investments other related parties related other Over 12months 6 3 3months than Less a ccounts - - 12 month 6 months - unrealised holding gain unrealised allowance for doubtful for allowance current s s for trade accounts receivable accounts trade for s entirely entirely other debt debt - to - in Thai Baht Thai in maturities r elated parties - for - sale Note 4 . 1,404,324 1,429,743 1,065,45 1,285,221 1,287,439 364,288 financial statements 601,400 364,288 252,998 2014 financial statements 772,044 499,236 (25,419) 201 2014 financial statements 26,274 17,210 67,806 13,941 and deposits from overdue customers deposits and 4,995 2,218 41 Consolidated Consolidated 4 Consolidated - 5 d its Subsidiaries d its 1,229,674 1,250,098 1,044,204 119,230 583,580 205,894 117,660 205,894 2013 117,011 105,323 (20,424) 2013 201 10,424 19,806 30,035 27,969 11,688 (3,359) (in thousa (in thousand Baht) (in thousand (in thousand Baht) 2,219 3 - nd Baht) 1,144,838 1,145,838 234 financial statements 642,747 499,236 250,083 130,893 756,595 763,696 513,613 250,083 2014 financial statements 201 2014 financial statements 14,715 95,178 (7,101) 2,855 1,000 9,297 4,647 201 ,843 4 - Separate Separate Separate were as follows: as were 4 n 201 and 211,988 158,446 626,979 629,433 470,987 158,446 2013 2013 20 22,364 40,187 79,871 (2,454) 3 4,560 6,157 9,867 1,178 1,000 3,560 2,535 1,025 13 were - 203

were 3 13 - (2,454) 57,446 57,587 28,494 18,566 20 201 451,224 105,623 330,696 779,669 308,894 470,987 468,533 . 1,667,212 1,293,297 and 2013 Separate Separate 2014 4 4 4,287 (7,101) 61,264 50,524 13,741 13,613 financial statements financial 201 financial statements financial 201 448,385 132,242 332,786 236,017 119,462 268,622 5 506,512 1,153,717 1,535,392 receivables. 6 3 3 ranges from 1 day to 30 days 1 day from ranges (in thousand Baht) thousand (in (in thousand Baht) thousand (in 80,30 74,750 35,954 178,902 793,077 180,263 413,748 834,250 201 201 (20,424) 678,184 175,010 2,400,240 4,406,628 1,044,204 1,023,780 d itsd Subsidiaries 4 Consolidated Consolidated 4 4 42 and the Company 72,14 62,074 72,016 financial statements financial financial statements financial 201 201 (25,419) 740,637 251,788 410,939 365,317 182,722 637,831 110,812 1,840,825 1,065,455 1,040,036 4,221,672 the Group 4 Note of the Group and the Company as at 31 December customers s overdue onths ccounts receivable m allowance for doubtful accounts 6 months 12 - - Revenue Department Department Revenue Over 12 months Over Less than 3 months 3 6 Other accounts receivable Prepaid expenses Others Total Accrued income Receivables from Less Net Deposits from Other parties Within credit terms Overdue: Other receivable Other The credit normal granted by term entirelydenominated in Thai Baht. Deposits customers were overdue in received excess from of the overdue Trade a

8 Central Pattana Public Company Limited an CentralLimited Pattana PublicCompany financial the to tes No statements ANNUAL REPORT 2014 204 9 statementsNotes to the financial CompanyPublic Pattana LimitedCentral an

Investment each, and the share capital was fully paid 1 ofcomprised million 1 Baht of sharesauthorised the has On 25Dece Korat Land Owner Co., Ltd. the working its capital. for use to order in 100each Bath value of par a 2014, October 27 with shares 9,990,000 totalling stock, common on as capital ordinary new the r reissuing by Ltd. million 1,000 the Co., increase to Rayong resolution CPN a approved of shareholders meeting shareholders extraordinary the At had and CPN RayongCo., Ltd. 2013 September 2 on dissolution the of ion registrat was 2014. on20March completed liquidation Ltd. Co., Land Play Central the At ( Central Central Play Land Co., Play Ltd. Central projects. overseas the approved Consulting Co., Ltd. Ltd. Co., Consulting At 31December Reversa Disposal investment of Acquisitions At 1January Company’s l of allowance for impairment for allowance of l Shanghai of investmentsof mber2014, the Company had acquired 99.94% shares of Korat Land Owner Co., Ltd. which s registration of t of registration in subsi in ) Management Consulting Co.,. Ltd Consulting Management or o Directors of Board hc resul which diaries and redemption of investment of redemption and units s

he he and funds and dissolution and the the and dissolution e fo te dutet f h G the of adjustment the from ted - ’ up. meeting 43 held liquidation of the Central (Shanghai) Central the of liquidation egistered capital from Baht 1 million to Baht Baht to million 1 Baht from capital egistered d its Subsidiaries d its n 1 eray 04 the 2014, February 21 on 0 0,000 sha 0,000 ’s roup res with a par value of Baht 10 Baht of value par a with res 22,783,141 21,807,140 1,000,001 201 (24,000) financial statements financial (in thousand Baht) investing strategy in the the in strategy investing 4 - Separate or members Board 21,807,140 21,652,100 Management 177,705 201 (24,664) 1,999 3

205

44

Total (101,505) 21,908,645 22,884,646 1,522,680 2,924,369 21,807,140 2,783,141 2 (101,505)

The Thai Business Fund 5 Fund Business Thai The 100,160 76,160 100.2 76.2 100.0 100.0 287,305 338,064 100,160 76,160 - -

(1)

The Thai Business Fund 4 Fund Business Thai The 852,903 918,817 5,443,793 5,443,793 - - 5,443,793 5,443,793 43.8 5,4 5,443.8 100.0 100.0

(1) (2) (1)

Funds

- - - 1,000 - - - 1,000 - 0 . 1 - 100.0 Ltd. Co., Owner Land Korat

- - - 1 - - - 1 - 962.5 - - Ltd. Co., roperty P Central Bangna

CPN Rayong Co., Ltd. Co., Rayong CPN 999 999,999 .0 ,000 1 1,000.0 100.0 100.0 - - 999 999,999 - -

- 200,000 2,500,060 2,500,060 - - 2,500,060 2,500,060 2,500.0 ,500.0 2 100.0 100.0 Ltd Co., Pattaya CPN

- - 1,000 00 1,0 - - 1,000 1,000 1.0 1.0 100.0 100.0 Ltd. Co., Center Learning CPN

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

- 559,600 239,200 2, 2,239,200 - - 2,239,200 2,239,200 2,400.0 2,400.0 93.3 93.3 Ltd. Co., Square Nine Pattana Central

- - 1,000 1,000 - - 1,000 1,000 1.0 1.0 100.0 100.0 Limited Company Global CPN

- - 744,285 744,285 700.0 0 . 700 100.0 100.0 Ltd. Co., Development Pattana Central - - 744,285 744,285

Co.,Ltd. 999 999 1.0 1.0 100.0 100.0 39,972 9,993 999 999 - -

CPN Construction Management Construction CPN

Central Pattana Chonburi Co., Ltd. Co., Chonburi Pattana Central - - 808,984 08,984 8 - - 808,984 808,984 900.0 900.0 100.0 100.0

CPN Pattaya Beach Co., Ltd. Co., Beach Pattaya CPN ------172,500 - - -

Central Pattana Rama 3 Co., Ltd. Co., 3 Rama Pattana Central 100.0 2,166,751 324.7 324.7 100.0 - - 2,166,751 - 2,166,751 2,166,751 -

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

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

Central Realty Service Co., Ltd. Co., Service Realty Central 100.0 1,000 1.0 1.0 100.0 - - 1,000 54,997 1,000 1,000 -

Central Pattana Rattanathibet Co., Ltd. Co., Rattanathibet Pattana Central - 182,899 589,998 589,998 - - 589,998 589,998 800.0 800.0 100.0 100.0

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

Central Pattana Chiangmai Co., Ltd. Co., Chiangmai Pattana Central 100.0 1,000,000 1,000.0 1,000.0 100.0 - - 1,000,000 170,000 659,999 1,000,000 1,000,000

Central Pattana Rama 2 Co., Ltd. Co., 2 Rama Pattana Central - - 1,500,000 00,000 1,5 - - 1,500,000 1,500,000 1,500.0 1,500.0 100.0 100.0

Subsidiaries

(%) (in million Baht) million (in Baht) thousand (in

2013 014 2 2014 2013 2014 2013 2014 2013 2014 2013 2014 2013

Ownership interest Ownership up capital up - Paid Cost Impairment net - cost At Dividend income Dividend

Separate financial statements financial Separate

Investments in subsidi in Investments as at 31 December December 31 at as funds and aries and dividend income from those investments for for investments those from income dividend and 3 201 and , 4 201 were as follows: as were ended then s year the

Notes to the financial statements financial the to Notes Central Pattana Public Company Limited and its Subsidiaries its and Limited Company Public Pattana Central ANNUAL REPORT 2014 206 Notes to the f CompanyPublic Pattana Subsidiaries LimitedCentral its and 1 0 Investment in associate (2) (1) At 31 December At 31December Dividend income Sh Acquisitions At 1January T Investments on from fifrom inCompanypurchasedthe 2009,During cash reserved for units type A and B whichshould not bel In 2009, the Thai BusinessThai2009,theInFund4 which have equity methodequity are of net profit of investment of profit net of are he Thai Business Fund 4 capital and proportion of units that have rights to receive na inancial statementsinancial ncial institutionsncialtotal rights to receive dividends in TheThaiinBusiness Funda 4 other debt payments and (4) the payment for dividend payable , (2) the re e ssthan net cash remaining after (1) the dividend paid and payable to investment s demption ing - Baht 1,794.4Bahtmillion. amended subordinated to of capital to investment units type A 5,443,527 2,033,905 3,354,239 vestment units type A and B of T of B and A type vestmentunits (758,368) ndTheThaiBusiness Fundareinvestment 5 units (type C) 813,7 201 financial statements the dividendthe 45 4 Consolidated 51 the Such investmentSuch purchaseeffectunitnohad 3,354,239 3,308,789 other types of paymentpolicy (640,673) the 686,123 201 (in thousand Baht) - dividends (Investment unit 3 unitholders (type A and B). 7,578,674 2,033,905 5,544,769 for and B he Thai Business Fund 4 FundBusiness Thai he 201 financial statements investmentunit . 4 - - , (3) the deduction of Separate s 5,544,769 5,544,769 type C) 201 s typeC - - - 3 .

207

46

Total 5,544,769 7,578,674 640,673 758,368 8,219,636 10,605,997

87,344 83,418 1,077,266 1,098,598 1,098,598 1,098,598 4,394,382 4,394,382 25.0 0 25. Fund Property Leasehold

CPN Commercial Growth Growth Commercial CPN

553,329 674,950 7,142,370 9,507,399 4,446,171 6,480,076 15,763,958 24,406,208 27.8 26.7 Fund Property Leasehold

CPN Retail Growth Growth Retail CPN

Associates

(in thousand Baht) thousand (in (%)

3 201 4 201 3 201 4 201 3 201 4 201 3 201 4 201 3 201 4 201

Cost Cost income securities listed Ownership interest Ownership up capital up - Paid

of value Fair Dividend

Separate financial statements financial Separate

Total 5,544,769 7,578,674 10,605,997 3,354,239 5,443,527 640,673 68 758,3 8,219,636

Leasehold Property Fund Property Leasehold 87,344 83,418 1,077,266 1,098,598 533,993 541,293 1,098,598 1,098,598 82 4,394,3 4,394,382 25.0 25.0

CPN Commercial Gro Commercial CPN wth wth

Leasehold Property Fund Property Leasehold 553,329 674,950 7,142,370 9,507,399 2,820,246 4,902,234 4,446,171 6,480,076 15,763,958 24,406,208 27.8 26.7

CPN Retail Growth Growth Retail CPN

Associates

(%) d Baht) d thousan (in

2013 2014 2013 2014 2013 2014 2013 2014 2013 2014 2013 2014

Ownership interest Ownership up capital up - Paid Cost Cost Equity Equity listed securities securities listed income

of value Fair Dividend

Consolidated financial statements financial Consolidated

Investment in associate in Investment as at 31 December December 31 at as s and 201 and 4 201 and dividend income from from income dividend and 3 the investment the for the years then ended were as were ended then years the for follows:

f the to Notes inancial statements inancial Central Pattana Public Company Limited and its Subsidiaries its and Limited Company Public Pattana Central ANNUAL REPORT 2014 208 Notes to the f CompanyPublic Pattana Subsidiaries LimitedCentral its and 12 1 At 31 December Disposals year the charge for Depreciation At 1January Accumulated d At Disposals Additions At 1January Cost Total CPN Commercial Growth Growth Leasehold CPN Retail 201 Total CPN Commercial Growth Growth Leasehol CPN Retail 201 The followingThe summari Investment properties L using the equity method is not adjusted for the percentage of ownership held by the Group: Net Less investment,cost at Total Ritz Plaza CoSquare Ayudhaya Agrocity Co Siam Retail Development impairment losses Leasehold Property Fund Property Leasehold FundProperty Leasehold Property Fund Property Leasehold FundProperty - ong Co 31 December 3 4 . allowance for impairment for allowance , Ltd term investments - /transfer /transfer inancial statementsinancial . epreciation and . , Ltd s . ed , Ltd . financ . related parties d a informationial 201 Ownership Ownership 12 12 15 interest interest 4 25.0 27.8 25.0 26.7 (%) (%) 201 12 12 15 13,861,446 12,160, 74,788,696 10,277,882 65,736,003 (1,030,078) (1,225,189) 3 2,730,678 47 financial statements statements financial 201 25,217,801 19,779,691 36,448,635 30,991,344 of 5,438,110 5,457,291 a financial statements Consolidated Consolidated Total 4 131,647 201 associated compan (65,397) ssets 846 15,000 50,397 6 6 6,250 6,250 Consolidated 4 12,160,846 10,028,267 65,736,003 10,805,937 55,066,732 2,243,471 (136,666) (110,892) 201 2,515,920 1,953,126 3,851,472 3,301,149 liabilities (in thousand Baht) (in thousand 562,794 550,323 (131,647) Total (in thousand Baht) (in thousand (in thousand Baht) (in thousand 131,647 201 3 15,000 50,397 66,250 ies - 3 which hawhich 26,280,834 18,856,601 3,210,615 3,225,654 2,707,742 3,846,974 3,309,407 2,373,481 7,436,179 revenues financial statements statements financial 201 517,912 537,567 financial statements 842,253 Total (11,946) 201 (5,119) s 4 been a been ------4 Separate Separate Separate ccountedfor 18,856,601 11,185,450 2,5 2,152,477 3,040,113 2,677,239 2,373,481 1,990,073 7,682,792 350,782 362,874 profit 201 392,342 201 Net 03,259 (11,641) (8,934) ------3 3 209 a - 3 115,803 201 million) 9,195,377 16,483,120 Fair value Fair Rama 3 Rama - , respectively 3 nil Yai - 115,803 201 Separate a - 4 53,575 11,457 65,032 201 Baht Ratchada Ratchada Udonthani financial statements 16,483,120 23,070,219 Book value Book million and Baht) 3: (201 hat are leased to third parties Standard Appraisal Co., Ltd., . - . entral City Residential City entral 3 6,690 4 Central Plaza Ramindra Plaza Central Pinklao Plaza Central Plaza Central Changwattana Plaza Central Plaza Central Khonkhan Plaza Central Pisanulok Plaza Central C Office Bangna Suratthani Plaza Central Ubonratchathani Plaza Central Hat Festival Central Salay Plaza Central S.L million . million 201 by by Consolidated ------(in (in 45,038,465 53,575,157 127,66 financial statements financial Fair value Fair 127,664 - 4 ber 2014 shopping centres shopping 4 Consolidated m 7 201 201 financial statements 48 Dece 53,575,157 60,927,250 was was Baht million, respectively) 60,927 11,795 72,722 31 rrowings, rrowings, as discussed in note 18, are secured by the Group’s Book value Book term term bo - leasehold right) and and were revalued as at 3 2014, long million and Baht 3,901 partial of e Central Festival Chiangmai Festival Central Samui Festival Central development under Project Central Plaza Chiangmai Airport Chiangmai Plaza Central Bangna Plaza Central Pattaya Centre Central Rattanathibet Plaza Central Beach Pattaya Festival Central Chonburi Plaza Central Chiangrai Plaza Central 9 Rama Grand Plaza Central Office Chaengwattana Colonade Langsuan Lampang Plaza Central 14,382 as below: inancial statements December December ------(including at 31 1 January 2014 1 January At 31 DecemberAt 201 31 DecemberAt 2014 Net book valu 2013 1 January At 3: Baht (201 and Company’s investment properties with ook b values of Baht The Group’s projects under development consist of of consist development under projects Group’s The Investment Investment properties comprise a number of commercial which consist of: properties t Collateral As Investment Investment properties firm firm of independent professional valuers, using a “Income method, DCF Technique”. The appraisedvalue which show Investment properties Investment right Leasehold Total

Central Pattana Public Company Limited andits CentralLimited SubsidiariesPattana PublicCompany f the to Notes Central Pattana Public Company Limited and its Subsidiaries Notes to the financial statements ANNUAL REPORT 2014 210

13 Property, plant and equipment

(a) Group

Consolidated financial statements Transportation Construction Buildings and and office in Land improvements equipments progress Total (in thousand Baht) Cost At 1 January 2013 91,371 2,159,739 812,732 159,204 3,223,046 Additions - 6,157 151,161 127,607 284,925 Transfer - net - 58,259 154,158 (212,417) - Disposals / write off - (1,801) (54,727) - (56,528) At 31 December 2013 and 1 January 2014 91,371 2,222,354 1,063,324 74,394 3,451,443 Additions - 30,110 75,789 22,003 127,902 Transfer - net - 30,507 (2,614) (27,893) - Disposals / write off - (1,636) (1,757) - (3,393) At 31 December 2014 91,371 2,281,335 1,134,742 68,504 3,575,952

Accumulated depreciation and impairment losses At 1 January 2013 - 374,844 384,768 - 759,612 Depreciation charge for the year - 173,978 196,191 - 370,169 Transfer - net - (13,073) 13,073 - - Disposals / write off - (689) (30,552) - (31,241) At 31 December 2013 and 1 January 2014 - 535,060 563,480 - 1,098,540 Depreciation charge for the year - 186,045 153,777 - 339,822 Transfer - net - 971 (971) - - Disposals / write off - (1,291) (1,610) - (2,901) At 31 December 2014 - 720,785 714,676 - 1,435,461

49

211

50

1,560,550 91,371 2,140,491 68,504 420,066

Assets under finance leases finance under Assets - - 3,137 - 3,137

Owned assets Owned 1,560,550 91,371 2,137,354 68,504 416,929

At 31 December 2014 December 31 At

1,687,294 91,371 2,352,903 74,394 499,844

Assets under finance leases finance under Assets - 5,224 - 5,224 -

Owned assets Owned 91,371 4,620 49 1,687,294 2,347,679 74,394

1 January 201 January 1 4

At 31 December 2013 December 31 At and and

91,371 427,964 1,784,895 34 4 2,463, 159,204

Assets under finance leases finance under Assets - 9,124 - 9,124 -

Owned assets Owned 91,371 418,840 1,784,895 454,310 2, 159,204

At 1 January 201 January 1 At 3

Net book value

(in thousand Baht) thousand (in

Land improvements equipments progress Total

Buildings and Buildings and office and in

Transportation Construction

Consolidated financial statements financial Consolidated

f the to Notes inancial statements inancial Central Pattana Public Company Limited and its Subsidiaries its and Limited Company Public Pattana Central ANNUAL REPORT 2014 212 statementsNotes to the financial CompanyPublic Pattana Subsidiaries LimitedCentral its and ( wi properties long 2014, December 31 at As Collateral 31December at 201 as depreciate fully Group’s the of amount gross The U Hotel Centara Most of property, of Most Assets under fina under Assets Owned assets 2013 At 31December leases finance under Assets Owned ass At 1January 201 Net book value 2014 At 31December off write / Disposals Transfer Dep 2013 At 31December off write / Disposals year the charge for Depreciation 2013 At 1January Accumulated d 2014 At 31December off write / Disposals Transfer Additions 201 At 31December off write / Disposals Transfer Additions At Cost b) 1 January 201 1 January 2014 1 January 2014 impairm 2013 1 January Company reciation charge for the year the charge for reciation - - - net net net ets ent losses th book 1,004 th Baht valuesof epreciation donthani. 4 nce leases nce 3 plant and plant 3 4 and and and amounted 304 Baht to and equipment and office equipment office and equipment - term borrowings, as discussed in note note in discussed as borrowings, term improvements Buildings and 15,354 34,598 34,044 98,054 13,732 25,635 59,104 60,906 24,506 24,506 26,862 26,862 50,446 (1,802) 1,308 million (20million (417) (754) (417) - - - - 911 51 million (201293 million Baht 3: d property, plant and equipment that was still in use use in still was that equipment and plant property, d : Baht 1,088 Baht 13: Transportation Separate equipments and office and 459,336 274,985 269,761 191,554 182,430 413,168 331,877 267,782 666,124 606,862 110,272 (28,152) (47,967) 85,221 83,812 92,247 66,218 (1,610 (1, ( (in thousand Baht) (in thousand 5,224 9,124 5,199 are in respect to respect in are (911) 757 financial statements financial ) ) ) million) , are secured by the Group’s Group’s the by secured are 18, million) Construction progress . (110,272) 146,392 146,392 146,392 34,651 70,771 70,771 63,681 70,771 the in (8,533) . 1,443 ------Hilton Pattaya and and Pattaya Hilton Total 119,872 666,634 370,262 365,038 364,808 355,684 463,61 366,475 301,826 827,859 7 (28,906) (49,769) 99,166 93,555 93 36,737 (2,027 ( 5,224 9,124 2,174 , - - 296 - 4 ) ) 213 ith 3,137 - 361,108 364,245 Total (40) (140) (945) 98,677 (19,238) 540,124 505,430 560,707 and part of 6,453,412 7,652,068 1,547,066 9,179,896 1,309,622 2,332,013 3,376,622 4,035,966 5,320,055 5,803,274 10,489,378 financial Separate for developing statements dprao ies r - in 63,681 63,681 progress million). 99 Construction third part (359) 6,564 (in thousand Baht) Baht) thousand (in (7,213) (15,710) (20,472) 434,752 943,961 206,584 (377,333) 1,258,603 1,502,3 8,836,642 1,070,065 9,963,767 s with 11,795,159 20,177,438 21,420,331 22,902,258 11,107,099 11,340,796 11,45 Central Plaza La financial financial statements statements Consolidated 3,137 (in thousand(in Baht) 249,819 252,956 and office equipments Separate Transportation term operatingterm leases. - 3:million Baht (201 169 lease agreement 52 - 47,608 47,608 and relating to Central World, s in the future project by paying for the leasehold right w Buildings improvements ’s fully depreciated property, plant and equipment that was still in , are leased under long . amounted to Baht277 amounted and impairment losses ompany 4 C term operatingterm leases term operatingterm leases million - - 3 and 1 January 2014 1 January 3 and 3 and 1 January 2014 1 January 3 and 3 and 1 January 2014 1 January 3 and 3 201 201 201 2014, the Company entered into mortisation 2013 transfer constructing the shopping centre 31 December 31 December 2014 31 December 31 December 2014 31 December t t t t t t 1 January Net book value 201 1 January At A A A Amortisation for the year Disposals / transfer Obligation under long A Accumulated a At 1 January 2013 Amortisation for the year Disposals / Obligation under long lossesReversal of impairment Disposals / transfer A Additions Disposals / transfer 31 DecemberAt 2014 Cost A Additions At 31 DecemberAt 2014 assetsOwned Assets underfinance leases Investment properties projectsInvestment Most of the Group’s leasehold rights, amount of Baht 1,194 amount During During the year and The gross amount of th e use as 201 at 31 December Leasehold rights

14 Central Pattana Public Company Limited andits CentralLimited SubsidiariesPattana PublicCompany financial the to Notes statements ANNUAL REPORT 2014 214 16 15 statementsNotes to the financial CompanyPublic Pattana Subsidiaries LimitedCentral its and properties with book with Baht value of properties leaseho 2014, December 31 at As Collateral Defe Deferred tax Assets rights usage Net deferred tax deferred Net tax of off Set Total 2014 At 31December 2013 At 31December At 1January 201 Net book value 2014 At 31December year the charge for Amortisation At 31 Transfer / Disposal year the charge for Amortisation 2013 At 1January Accumulated a 2014 At 31December Transfer / Disposal At 31December Dispos 20 At 1January Cost assets (liabilities) assets rred tax assets and liabilities as at 31December follows: at as were as liabilities and assets tax rred December 2013and 1January 2014 December al / Transfer / al mortisation 13 2013 3 and 1January 201 and 1January 201 31 December 1,301,046 (569,657) 731,389 2 78 014 ld right, as discussed in note 18, are secured by the Group’s Group’s the by secured are 18, note in discussed as right, ld million Assets 4 4 ( 53 : Baht 627 Baht 2013: Consolidated financial statements financial Consolidated 31 December 1,401,175 (655,813) 2 745,362 013 (in thousand Baht) (in thousand million) . 31 December (139,265) (70 2 569,657 014 8,922) (in thousand Baht) (in thousand Liabilities Consolidated Consolidated statements financial financial 122,589 127,264 1 185,981 185,941 251,675 (20,467) (65,734) 70,672 8 63,392 58,677 31 December 1,00 4,715 8,472 (155,447) (811,260) 40 655,813 2 3 013 215 4,583 4 - 46,807 21,983 38,701 62,407 592,124 222,067 572,977 331,521 013 (708,922) (708,922) 201 1,301,046 At 31 2 519,304 December (519,304) 31 December : ------Liabilities - Other 014 income 458,988 2 (458,988) comprehensive 31 December ) - 997 1 3 (charge) / credit 4,391 2,209 (6,684) (7,381) (in thousand(in Baht) 20,669 (58,128) (53,993) 102,338 102,338 (100,129) or loss (note (in thousand(in Baht) to profit 013 2 130,092 649,396 Consolidated financial statements during theduring were year as follows (519,304) 1 December Separate financial statements 3 105 54 3,586 4 46,807 75,976 34,310 69,788 Assets 201,398 631, 338,205 589,915 (811,260) (811,260) At 1 201 1,401,175 January 014 2 153,144 612,132 (458,988) 31 December term term - assets (liabilities) operating leases Net Others Total Deferred tax liabilities Gain on lease under finance lease Total Building under consignment saleBuilding under consignment Deposits customers from Loss carry forward Liabilities under long Defined benefit obligation Deferred tax assets Allowance for doubtful accounts Allowance for impairment Total Set off of tax Net deferred tax Movements in totalMovements deferred tax assets and liabilities

Central Pattana Public Company Limited andits CentralLimited SubsidiariesPattana PublicCompany financial the to Notes statements ANNUAL REPORT 2014 216 statementsNotes to the financial CompanyPublic Pattana Subsidiaries LimitedCentral its and Net Total lease finance under onlease Gain Deferred tax liability Total Others income rental Unearned obligation benefit Defined long under Liabilities from c Deposits impairment for Allowance accounts doubtful for Allowance Deferred tax assets Net Total lease finance under onlease Gain Deferred tax Total Others obligation benefit Defined Li forward carry Loss from customersDeposits consignmentBuilding under sale impairment for Allowance ac doubtful for Allowance Deferred tax assets operating leases operating operating leases operating abilities under long under abilities liabilities ustomers - - term term counts January January 1,304,239 (519,304) (519,304) (921,438) (921,438) 201 2013 At 1 At 1 130,092 649,396 326,483 221,104 382,801 260,267 187,416 450,293 188,857 161,927 28,502 25,598 32,704 12,880 29,070 26,667 1,379 4 488 55 Consolidated financial statements financial Consolidated Separate financial statements financial Separate to profit profit to to profit profit to (note (note 3 or loss or or loss or (111,440) (115,120) 110,178 180,812 203,636 110,178 (37,264) (12,861) (30,427) 23,052 60,316 60,316 93,458 41,286 77,938 12,541 (8,920) (in thousand Baht) (in thousand (in thousand Baht) (in thousand 9,639 4,376 5,234 2,207 (charge) / credit credit / (charge) (charge) / credit credit / (charge) 3 - 929 1 1 ) ) comprehensive comprehensive income income Other Other 3,478 3,478 3,478 ------December December 1,401,175 At 31 At 31 (811,260) 2013 (458,988) (458,988) 201 (811,260) 338,205 631,105 201,398 153,144 612,132 317,563 190,677 589,915 69,788 34,310 75,976 46,807 19,843 22,519 33,446 26,667 3,586 1,417 4 217 488 3 - 26,667 29,070 12,880 32,704 47,221 221,104 326,483 649,396 130,092 119,380 302,057 135,456 3 (519,304) (519,304) 201 2013 At 31 December 900,000 201 3,377,972 Separate Separate ------4 4 2,810 2,810 2,810 43,363 75,787 financial statements financial 135,456 254,606 201 financial statements 200,000 201 Other income 11,944,597 comprehensive 0 3 3 ) 4,160 (in (in thousand Baht) 1 (in thousand Baht) thousand (in 235 94,398 47,821 900,000 (139) (charge) / credit 201 135,456 148,288 425,963 201 3,83 2,775 (in thousand(in Baht) 71,936 76,274 60,313 60,313 (36,005) 118,906 179,219 arate financial statements or loss (note 3 to profit Sep Consolidated 4 4,387 200,000 Consolidated financial statements 4 201 43,963 56 253 financial statements financial 135,456 502,406 106,339 788,164 201 62,672 22,430 10,105 32,843 79,617) (51,937) 149,168 250,209 527,680 At 1 (579,617) (5 4 2013 January Note 4 Note able term term - term loans from loans from term loans from term - - current assets current - bearing liabilities - al financial institution financial at source rights related parties operating leases Tot Accrued interest receiv Withholding tax deducted Deposits and other rights Guarantees for leasehold Deferred tax liability Gain on lease under finance lease Total Net Defined benefit obligation Unearned rental income Others Total Deferred tax assets Allowance for doubtful accounts Allowance for impairment Deposits customers from Liabilities under long Interest Other non Other Current Unsecured short Unsecured short 7

18 1 Central Pattana Public Company Limited andits CentralLimited SubsidiariesPattana PublicCompany financial the to Notes statements ANNUAL REPORT 2014 218 statementsNotes to the financial CompanyPublic Pattana Subsidiaries LimitedCentral its and Total long other Total Long Long long Unsecured Non of portion current Total long of Currentportion long of Currentportion est maturity inter to of periods The Total fiveyears After one After year one Within institutional investors - - financialinstitutions parties related long - - frominstitutional investors - - - - fromfinancial institutions unsecured secured unsecured secured unsecured secured unsecured secured - - - current term loans from termloansfrom - termloans year but within fiveyears within year but - termloansfrom - term loans - - termloans termloans - bearing liabilities bearing Note 16,023,049 11,039,940 4 4,683,109 201 300,000 financial statements 4 57 16,023,049 11,339,940 Consolidated 3,191,510 3,191,510 4,478,722 2,391,302 2,300,000 2,087,420 1,662,580 8,148,430 7,9 201 financial statements financial 424,840 198,430 91,302 50,000 4 , Consolidated as at 31December follows: at as were as - - 19,845,764 13,398,662 6,057,727 201 19,845,764 13,788,037 389,375 5,153,567 1,341,302 1,250,000 3,812,265 1,582,355 2,229,910 (in thousand Baht) 7,039,732 6,750,000 6,748,305 3,363,465 3,384,840 201 289,732 3 91,302 (in thousand Baht) (inthousand 3 - 30,732,878 14,325,701 16,107,177 30,732,878 11,141,510 3,191,510 3,191,510 3,484,191 3,962,580 2,300,000 2,300,000 1,662,580 1,662,580 7,950,000 7,950,000 300,000 201 201 financial statements financial statements financial 4 4 - - - - Separate Separate 23,045,454 11,363,465 3,982,225 2,732,225 1,582,355 1,149,870 6,750,000 6,750,000 4,613,465 3,363,465 1,250,000 3, 23,045,454 14,395,882 1,250,000 1,250,000 8,260,197 201 421 201 389,375 3 ,792 - - 3 219 3 13: (20 - 874,425 201 3,026,411 3,900,836 e. million Separate 8,874 - 4 - - - financial statements financial 201 million per instalment, every lling Baht nsecured debentures without nsecured debentures without n the following assets: placement Baht 500 million worth of 3 (in thousand Baht) thousand (in 626,741 201 December December 2014, the Company has already 1,898,123 13,571,687 16,096,551 dinated dinated and u nsecured debentures without debentureholders’ nsecured debentures without debentureholders’ es that the Company repays monthly principal vate vate placement Baht 1,000 million worth of Thai September September 2014, the Company has already utilised instalments of Baht 27.8 58 Consolidated 4 77,556 financial statements financial 201 e in 35 6,670,911 1,023,698 7,772,165 monthly monthly instalments at Baht 16.7 million on the last working day of iod, as referred in the agreement. he Company has not unutilisedhe Company the credit facilities as abov t ts the Group had unutilised credit facilities tota st on final instalment. As at 31 entures have term to maturity of 3 years, maturing in February 2017, and pay of Baht 1,000 million. Such agreement stipulates that the Company repay the 14 land month period. month month per month - - month period. month over - bearing liabilities as were secured at 31 December o - llion of the said facility. million). month period, asmonth referred in the agreement. - est every sixest every Baht Baht denominated, name registered, unsubor Baht Baht denominated, name registered, unsubordinated and u 9,739 Land Leasehold rights Buildings and improvemen Total debentureholders’ representative. The debentures have term to maturity of 3 years, six and every pay interest In In April 2014, the Company had disposed of through a private placement Baht 500 million worth of Thai In In April 2014, the Company had disposed of through a private Baht denominated, name registered, unsubordinated and u and In November 2014, the Company issued through pri unsubordinated registered, name denominated, Baht representative. The debentures have term to maturity of 5 years, maturing in 7 November 2019, and interpay Thai debentureholders’ representative. The debentures have term to maturity of 1 year and 6 months, and interestpay six every u and In February 2014, the unsubordinated Company issued through private registered, placement name Baht 1,500 million worth denominated, of ThaiBaht representative. The deb interest six every utilised Baht 500 million of the said facility. In In October 2014, the Company has a loan denominated in Thai local Baht financial of institution. Baht The 2,000 loan million is from payable a in 36 instalments every of month Baht and 55 the million reper instalment, As As at 31 December 20 Secured interest Baht In In December 2013, the Company has a loan dominated in Thailocal Baht financialof Baht institution.1,000 million Such from a agreement stipulattotalling 36 months. The loan is payabl month and the rest in final instalment. As at 30 Baht 500 mi In December 2013, the Company entered into a amount not loan exceeding agreement with a financial institution in principal the instalments totalling 60 the month due for each period, beginning with the first 2014, on 30 September month instalment on the last working day of 25th

Central Pattana Public Company Limited andits CentralLimited SubsidiariesPattana PublicCompany financial the to Notes statements ANNUAL REPORT 2014 220 Notes to the financial statementsNotes to the financial CompanyPublic Pattana Subsidiaries LimitedCentral its and

Thai Baht denominated, name registered, unsubordinated and unsecured debentures without without month, debentures 1 and years unsecured 5 of and maturity to maturing pay 2017,and inter on23January unsubordinated term have debentures registered, The of representative. name worth million debentureholders’ 1,000 denominated, Baht placement Baht private through Thai issued Company the 2011, December In without debentures months, 6 unsecured and years 3 d an of maturity every- six pay 2015,and maturing interest on23June unsubordinated to term have registered, debentures of The name worth representative. million debentureholders’ 1,000 denominated, Baht placement Baht private through Thai issued Company the 2011, December In facility. said the of Companythe utilised fully already has colla as building and land pledged Company The 2013. October in due will repayment first The month. every instalment, per million 50 Baht of instalments 60 in payable is loan The years. 2 of period grace a covers agreement The institution. financial local a from million 3,000 Baht of Baht Thai in denominated loan a has Company the 2011, December In every six paid be will interest the and principal The 2017. June in mature and 2014 June by due repaymentwill ter have debentures The representative. debentureholders’ without non- registered, name instalment, principal denominated, Baht J In June in due will repayment facility. said the of Company 2012,the utilised 30June fully 2014. Asalready at has first The month. every instalment, per million 41.7 Baht of instalments agree The institution. financial local a from million 1,500 Baht of Baht Thai in denominated loan a has Company the 2012, June In The months. 3 every instalment, facility. said the of Company 2012,the utilised September 30June fully 2014.As already at has per million 20 25 in payable Baht is loan of The months. instalments 27 of period grace a covers agreement The institution. financial J In facility. said the of utilised fully already has Company the 2012, September 30 at As 2014. June in due will repayment first The million. 5.9 of 60 Baht instalment in final and payable month every is instalment, per an lo million 8.4 The Baht of months. instalments 23 of local period a grace from a million covers 500 agreement Baht The of institution. Baht financial Thai in denominated loan a has Company the 2012, July In facility. said the of utilised first repayment will due in February 2014. As at As 2014. February in due will repayment first 42 in payable is loan The The 8million. of Baht every instalment instalment, month per months. 12million Baht final of and instalments 18 of period grace a covers agreement The institution. financial a from million 500 Baht of Baht Thai in denominated loan a has Company the 2012, August In Decem in beginning installments, the monthly of 60 day December Company 2014,the has working in last principal the on return interest and pay month to agrees Loan) Company (Term The 2020. agreement facility November credit Such by amount, million institution. 1,000 financial Baht a a with into agreement entered Company the 2013, December In une 2012, the Company issued, through a private placement, Baht 1,000 million worth of Thai Thai of worth million 1,000 Baht placement, private a through issued, Company the 2012, une local a from million 500 Baht of Baht Thai in denominated loan a has Company the 2012, une - month period. et oes gae eid f yas Te on s aal i 36 in payable is loan The years. 2 of period grace a covers ment not utilised. est everyest six 59 30 September 2012, the Company has already fully fully already has Company the 2012, September 30 month period. - month period. teral for the borrowing. As at 30 June 2012, June 30 at As borrowing. the for teral hl cmltl rpy h dan down drawn the repay completely shall subordinated and unsecured debentures debentures unsecured and subordinated m to maturity of 5 years. The first first The years. 5 of maturity to m first repayment will due in in due will repayment first e 21. s t 31 at As 2015. ber local local 221 month periodmonth - lion worth of Thai Baht he principle in 30 monthly of 5 years, maturing on 28 s the principle threeevery es have term to maturity of 5 years, maturing on 12 60 private placement Baht 1,000 million worth of Thai Baht month period. month - month period. month ve ve term to maturity of 5 years, maturing on 25 March 2016, and pay he agreement is for a period of 7 years and covers a grace period of 2 month period. month period. month - - month period. month period. month - - lity. month month period in 20 instalments of Baht 100 million for each period. The subsidiary used its - erest six every In In December 2010, the Company entered into a Baht 1,500 million credit financial facility institution. agreement Such with agreement stipulates a that the Company repays t instalments of Baht 50 million each on the last working day of the month, beginning in January 2012. In In December 2010, the Company Thai issued through Baht private denominated, placement debentureholders’ Baht representative. name The 500 debentures have million registered, term to worthmaturity unsubordinated of and unsecured debentures without in 8 periods of instalments of Baht 62.5 million day of April working 2013 onwards. As at 30 September eachhas2011, the already Company fully utilised the first instalment will be made on the of the said faci last interest 2015, and pay sixDecember every In In October 2011, the Company Thai issued Baht through private denominated, placement debentureholders’ representative. Baht name The debentur 1,200 registered, million worth unsubordinatedOctober interest and 2016, pay six- every of and unsecured debentures without OctoberIn 2011, the issued Company through private placement Baht 500 million worth of Thai Baht denominated, name registered, unsubordinated and unsecured debentures without debentureholders’ representative. The debentures have term to maturity of 7 years, maturing on 12 interestpay six every October 2018, and denominated, name registered, unsubordinated and unsecured debentures without debentureholders’ representative. The debentures have term to maturity of 10 years, maturing on 12 October 2021, and interestpay six every denominated, name registered, unsubordinated and unsecured debentures without debentureholders’ representative. The debentures have term to maturity of 5 years, maturing on 29 March 2016, and pay int In March 2011, the Company issued through private placement Baht 500 million worth of Thai Baht denominated, name registered, unsubordinated and unsecured debentures without debentureholders’ representative. The debentures ha interest six every In February 2011, the Company entered into institution. Such a agreement stipulates that repay the Company Baht 500 million loan agreement with a financial In OctoberIn 2011, the issued Company through private placement Baht 300 mil In September 2011, the Company entered into a Baht 1,500 million credit facility financial agreement withinstitution. Such a agreement stipulates that the Company repays the principle in 36 monthly instalments of Baht 41.7 million each on the last g workin day of the month, beginning in September has already utilised the 2012, at2013. As Company of 31 December the said facility. In September 2011, a subsidiary has a loan denominated in Thai Baht of Baht local 2,000 financialmillion from institution.a T from years the date that the first portion of loan is drawn Thedown. first of repayment principle every three leasehold rights to land and guaranteed by a the pledged Company. building As at as utilised. 31 collateral December 2011, for the the said borrowing, subsidiary which has been is completely also In April 2011, the Company issued through

Central Pattana Public Company Limited andits CentralLimited SubsidiariesPattana PublicCompany financial the to Notes statements ANNUAL REPORT 2014 222 statementsNotes to the financial CompanyPublic Pattana Subsidiaries LimitedCentral its and equipment l and Group Loan) (Term facility credit million Company 1,500 the that Baht stipulates agreement Such a institution. financial into a with agreement entered Company the 2010, December In the at 2011 December 31 until date drawdown 2011,t 30June market As at first rate. the from interest pay to agrees Company The s t 31 at As collateral. as building and land its uses Company The instalments. 60 in payable is loan The 2010. October until payable is principal local a from million 2,500 Baht of amount the in Baht Thai in denominated is which loan Company a The During obtained 2008, the by guarantee a with borrowing the for bee has fromCompany. facility loan 2011,the 31March As at collateral as million building subleased 1,000 its used Baht subsidiary The of Baht Thai in yea denominated loan a local has a subsidiary a 2009, During pledged a and land its used subsidiary The instalments. 60 borrowing. the for collateral in payable 2010. October is in due repayment loan first the The down drawn is loan of portion first the that date the from local a from million The 1,500 institution. Baht financial of Baht Thai in denominated loan a has subsidiary a 2009, During to offered debentures, have every term maturity- to 5years, maturingdebentures six pay 2014,and in interest unsubordinated and unsecured denominated, Baht Thai of worth million 1,000 Baht placement private through issued Company the 2009, During completely utilised. a with borrowing the for collateral as building of right leasehold its used subsidiary The instalments. 60 in payable is 2011. loan The January in due repayment loan The down. drawn is loan of portion first the covers that and date the years from 7 of period a local for a is from agreement million The 1,000 institution. Baht financial of Baht Thai in denominated loan a has subsidiary a 2009, During facility. said the of utilised fully a As 2011. December in beginning each, Baht million 125 than less not of instalments quarterly in principle return and month the of day working last the on interest payCompany to agrees The 2014. September of end bythe amount,down drawn the repay rs from the date that the first portion of loan is drawn down. The loan is payable in 60 instalments. instalments. 60 in payable is loan The down. drawn is loan of portion first the that date the fromrs : Baht Baht (201 3: financial institution financial December easehold right on land under project being financed by l beingsuch financed project under onland right easehold 5,996 , Baht Baht 2014, guarantee by the Company. As at 31 March 2011 the loan facility has been been has facility loan the 2011 March 31 at As Company. the by guarantee agreement is for a period of 7 years and covers a grace period of 2 years 2 of period grace a covers and years 7 of period a for is agreement . The agreement is for a period of 7 years and covers a grace period of 2 of period grace a covers and years 7 of period a for is agreement The . million) iaca institution financial 715 he Company has already fully utilised of the said facility. said the of Companyhe utilised fully already has ae en eue b Invest by secured been have ilo wrh f interest of worth million 61 Te gemn i fr pro o 7 er ad no and years 7 of period a for is agreement The . t 30 September 2011, the Company has already already has Company the 2011, September 30 t n completely utilised. - bearing and secured liabilities of the the of liabilities secured and bearing et rpry Property property, ment institutional investors. The The investors. institutional a grace period of 2 years 2 of period grace a enders . shall comp shall months period. building as as building , plant plant , letely letely and and

223

62

and institutional investors institutional and 4,131,034 4.25 20,089,846 19,841,604 389,375 358,930 10, 4,962,265

oans from financial institutions institutions financial from oans L

2013

and institutional investors institutional and 3,039,732 3.89 8,691,510 3,987,420 17,033,850 16,018,662 300,000

oans from financial institutions institutions financial from oans L

4 1 20

(%) (in thousand Baht) thousand (in

Within 1 year 1 Within rate interest rate interest After 5 years 5 After years 5 Fair value Fair value

Floating Effective but within but carrying

After 1 year 1 After Total

nterest rate maturing rate nterest I

Consolidated financial statements financial

ective interest rates and repris Eff ing / maturing analysis

Notes to the financial statements financial the to Notes Central Pattana Public Company Limited and its Subsidiaries its and Limited Company Public Pattana Central Central Pattana Public Company Limited and its Subsidiaries ANNUAL REPORT 2014 224 Notes to the financial statements

Separate financial statements Interest rate maturing After 1 year Total Effective Floating but within carrying interest rate interest rate Within 1 year 5 years After 5 years value Fair value (%) (in thousand Baht) 2014 Loans from financial institutions and institutional investors 3.88 2,750,000 3,562,580 8,691,510 300,000 15,304,090 16,292,186

2013 Loans from financial institutions and institutional investors 4.16 1,850,000 4,282,225 9,724,090 389,375 16,245,690 16,424,791

63 225 75 3 3 051 (680) 3 31 01 42,233 ents 201 2 19,831 14, 52,648 64,039 83,990 278,142 320,3 Labour 31 01 145,352 112,150 332,886 616,397 702,870 236,747 2 December 2,089,577 December Separate 4 - Separate 4 (3,959) 201 25,837 Separate 167,230 145,352 financial statements 31 01 65,199 - 2 financial statem 443,020 508,219 4 December 70,320 74,181 64,592 financial statements 31 01 351,234 495,976 947,352 7 2 2,003,655 3 December (761) n thousand Baht) 201 26,94 17,390 (i 171,552 127,976 3 (in thousand(in Baht) 31 01 31,101 2 567,311 598,412 December 4 - 3 Consolidated (in thousand(in Baht) 52,648 74,396 (3,991) 31 01 201 25,915 236,747 129,418 2 193,476 171,552 financial statements 1,871,186 1,089,895 1,702,914 5,157,204 December Consolidated 4 financial statements 31 01 62,844 64 2 765,549 828,393 December etirement benefits to employees based on pensionable Consolidated - 4 financial statements 70,320 31 01 104,094 841,324 161,105 4 sive 2 4,890,295 1,897,803 1,815,649 Note December to provide r aval - s s penses payable hers income Accrued interest expense Unearned income Account payable Ot Total Other payable Accrued ex Retention payable The Group and the Company operate defined benefit plans based on the requirement of Thai Protection Act B.E. 1998 remuneration and length of service. in the presentMovement of value the defined benefit obligations: Employee benefit obligationsEmployee Other Related parties Other parties Total Trade accounts payables accounts Trade Defined benefit obligations at 31 December 31 at obligations benefit Defined Defined benefit obligations at 1 January 1 at obligations benefit Defined Benefits the paid plan by Current service costs and interest Actuarial losses in other comprehen 0 1 2 2 19 Central Pattana Public Company Limited andits CentralLimited SubsidiariesPattana PublicCompany financial the to Notes statements ANNUAL REPORT 2014 226 Notes to the financial statementsNotes to the financial CompanyPublic Pattana Subsidiaries LimitedCentral its and The expense is recognised in the following line items in the sta Average future salary increases Average discount rate at 31 December At 31 December Recognised during the year At 1 January Included Total Administrative expenses Cost of food and beverage Cost of rental and service Total Interest cost Current service costs Thailand Mortality Ordinary issued rateby the Office mortality of the Insurance the Commission. of assumption Mortality Actuarial gain and losses recognised in other comprehensive income Principal actuarial assumptions at the reporting date: Expense recognised in profit or loss: in retained earnings: are 65 based financial statements financial statements financial financial statements financial statements financial 25,915 19,236 17,390 17,390 25,915 20,905 ulse saitc ad otlt ta mortality and statistics published 201 201 201 201 6,679 4,925 Consolidated Consolidated Consolidated Consolidated Consolidated Consolidated - 6 4.1 4 4 4 4 tement of comprehensi 85 : 26,947 2 26,947 21,265 (in thousand Baht) (in thousand Baht) (in thousand (in thousand Baht) (in thousand 201 201 201 201 17,390 17,390 0,737 6,133 5,682 - 6 4.1 3 3 3 3 77 (%) financial statements statements financial statements financial financial statements statements financial financial statements statements financial 25,837 19,519 14,051 14,051 25,837 19,876 ve income: 201 201 201 201 6,318 5,961 - 6 4.1 4 4 4 4 - Separate Separate Separate Separate Separate Separate Separate bles 19,831 17,717 19,831 14,984 201 201 201 201 14,051 14,051 2,114 4,847 6 4.1 from - - 3 3 3 3 227 up The to Baht 65,184 65,184 had fully Baht 2,178,816 2,244,000 2,178,816 2,244,000 Ministry of 3 the 201 with The Company 130,368 130,368 4,357,632 4,488,000 4,357,632 4,488,000 Number a reserve account (“share as - - Baht 2,244,000 2,244,000 2,244,000 2,244,000 stribution. 4 (thousand share / thousand Baht) thousand / share (thousand of the par value of the Company’s shares. 201 requires companies to set aside share subscription up capital with the Ministry of Commerce on 22 - - - 66 1992 Number 4,488,000 4,488,000 4,488,000 4,488,000 0.5 0.5 0.5 0.5 0.5 0.5 Par Value ’s meeting held on 26 April 2013, the shareholders approved significant (in Baht) (in 2013. the conversion of the par value of the Company’s shares up - registered the increased in its paid mium capital up and 1 January paid- 2013. May Company Company registered 2,244,000,000, divided into 4,488,000,000 shares with a par value of Baht 0.5 per share by issuing new ordinary shares in the number of 130,368,000 shares with a par value of Baht 0.5 per share to the institutional investors and approved the ment amend to the Memorandum of Association of the Company to be in accordance with the increase of the registered capital. Approved Approved the increase of the registered capital of the Company from Baht 2,178,816,000 Approved Approved the conversion of the par value of the Company’s shares from Baht 1 per share, totalling 2,178,816,000 shares to Baht 0.5 per share, totalling 4,357,632,000 shares, whereby the paid- capital of the 4,357,632,000 shares Company and approved is the amendment Company to to be Baht in theaccordance with the Memorandum conversion 2,178,816,000 of Association representing of the ordinary shares in cash of Commerce on 29 April Commerce ordinary shares ordinary shares hare ordinary shares ordinary shares - Issued and paid At - of shares new Issue 31 DecemberAt Authorised At 1 January - of shares new Issue 31 DecemberAt - Section 51 of the Public Companies Act B.E. is not available Share premium for dividend di premium”). Share pre monies monies received in excess of the par value of the shares issued - - At the ordinary shareholder resolutions as follows: S 2 2 Central Pattana Public Company Limited andits CentralLimited SubsidiariesPattana PublicCompany financial the to Notes statements ANNUAL REPORT 2014 228 2 statementsNotes to the financial CompanyPublic Pattana Subsidiaries LimitedCentral its and 3 R Appropriations of profit and/or retained earnings Reserves comprise: until the respective subsidiaries are sold or otherwise disposed of. disposed otherwise or sold are subsidiaries respective the until commo involving transactions in acquired subsidiaries of bookvalues the of excess the represents reserve The es hn % f t ana nt rft less profit, net annual its of 5% than less B.E. Act Companies Public the of 116 Section reserve Legal result of, the Company the of, result a As million. 6.5 Baht of amounts in reserve legal additional the Companyallocated the 2013, During registered the of 10% than less distribution. dividend for available not is reserve legal The capital. authorised not amount an reaches account this until reserve”), (“legal account arising from the translation of the financial s financial the of from translation arising the differences currency foreign all comprises equity within account differences translation currency The Cu Other components of equity capital. authorised registered the of 10% equal Reserve on business combination involving entities under common control under common entities involving combination on business Reserve equity. changes in of statements the shown in Movements are reserves in reserves in Movements impaired. or derecognised - available in changes value Fair uuaie e cag i te ar au o available of value fair the in change net cumulative value fair The eserve rrency translation differences translation rrency n control entities over the costs of acquisitions. It is non- is It acquisitions. of costs the over entities control n s hne i available in changes ’s legal reserve as at 31 December 2013 was Baht 224.4 million, which was which million, 224.4 Baht was 2013 December 31 at as reserve legal for - sale - for investments - sale investments account within equity comprises the the comprises equity within account investments sale tatements of foreign operations foreign of tatements any accumulated losses brought forward, to a reserve reserve a to forward, brought losses accumulated any

67 1992 requires that a public company shall allocate not not allocate shall company public a that requires - for - sale investments until the investments are are investments the until investments sale distributable and will be retained retained be will and distributable . 229 , rformance as ’sGroup strategic ’sGroup reportable nd condominiums for the strategic divisions , which are the 68 CODM. CODM. Segment profit before tax is used to measure pe reportable segments, as described below ding ding the results of each reportable segment is included below. Performance is Group’s Hotel business Development Development of shopping centre buildings, office building rent a including provision of utility services, operator of in park the centre shopping buildings play land and water theme Sales of in food the centres and beverage shopping ing ing decision maker (CODM) reviews internal management reports on at least a has three Group Group Segment 2 Segment 3 Segment 1 segments. segments. the chief operat quarterly basis. The following summary describes the operations in each of the Information Information regar measured based on segment profit before tax, as included in the internal management reports that are reviewed by the divisions. The strategic divisions offer different products and services, because require they and different strategies. technology and marketing For each of are managed separately management believes that such information is the most relevant in relative tosegments other entities evaluating that operate within these industries. the results of certain Segment information Segment The 4 2 Central Pattana Public Company Limited andits CentralLimited SubsidiariesPattana PublicCompany financial the to Notes statements Central Pattana Public Company Limited and its Subsidiaries ANNUAL REPORT 2014 230 Notes to the financial statements

Information about reportable segments

Segment 1 Segment 2 Segment 3 Total 2014 2013 2014 2013 2014 2013 2014 2013 (in thousand Baht) External revenue 20,374,891 18,128,314 974,775 881,883 957,876 902,979 22,307,542 19,913,176 Inter-segment revenue 38,620 30,982 126 261 1,957 5,338 40,703 36,581 Total segment revenue 20,413,511 18,159,296 974,901 882,144 959,833 908,317 22,348,245 19,949,757

Interest revenue 59,699 94,385 - 61 1,613 3,080 61,312 97,526 Interest expense 661,340 706,451 - - 15,411 33,428 676,751 739,879 Depreciation and amortisation 3,740,525 3,460,948 44,434 27,052 234,218 195,705 4,019,177 3,683,705

Segment profit before income tax 10,051,396 8,651,456 162,726 160,141 643,405 562,168 10,857,527 9,373,765

Share of profit of associates 813,751 686,123 - - - - 813,751 686,123 Share of loss of jointly-controlled entities (480) (191) - - - - (480) (191)

Material items of income and expense Other material non-cash items: - Impairment loss on leasehold rights reversed - 377,333 - - - - - 377,333

Segment assets 72,744,253 65,063,356 162,224 154,356 1,956,423 2,166,911 74,862,900 67,384,623 Segment liabilities 2,602,065 2,763,303 5,640 - 174,479 15,747 2,782,184 2,779,050

69 231 ) (191) 3 (2,213) 45,605 (36,581 686,123 745,362 155,448 ,384,623 ,779,050 ,795,848 ,795,848 201 7,595,253 3,473,469 5,935,320 2 1 9,373,765 1 (4,258,079) 67 77,538,774 19,845,764 17,934,871 40,715,133 19,949,757 21,7 21,709,024 Baht) 3) (480) 4 (in thousand (in (40,70 813,751 731,389 139,265 (166,227) 201 8,806,387 6,797,215 6,643,684 2,782,184 1,645,304 1,645,304 (4,343,488) 74,862,900 89,035,188 16,023,049 28,342,769 47,287,267 22,348,245 23,993,549 23,952,846 10,857,527 There are no material revenues 70 reign countries. controlled entities - sets before income tax segment profitssegment segment revenue revenue segment - - nue abilities for reportable segments assets li reve Loans Deferred tax liabilities Other Other Investment Deferred tax assets Other Other expenses ets ------The Group is mostly managed and operates principallyThe managed is Group in mostly Thailand. or assetsderived from, located in, fo Geographical information Reconciliations of reportable revenues, profit segment or loss, assets and liabilities and other material items Consolidated total liabilities Consolidated total as Liabilities Total liabilities for reportable segments Other unallocated amounts Ass Total assets for reportable segments Other unallocated amounts Share of loss of jointly Share of profit of associates Consolidated profit Profitor loss Total profit Elimination of inter Unallocated amounts: Revenues Total reportable from revenue segments Other revenue Elimination of inter Consolidated revenue Central Pattana Public Company Limited andits CentralLimited SubsidiariesPattana PublicCompany financial the to Notes statements ANNUAL REPORT 2014 232 2 statementsNotes to the financial CompanyPublic Pattana Subsidiaries LimitedCentral its and 2 2 5 7 6 Investment income Administrative Other Total Others Depreciation Administrative Personnel Marketing Total Others allowance of Reversal Management claimed Expenses Total parties Other parties related Other funds and Subsidiaries Interest income parties Other Associate funds and Subsidiaries Dividend income for for by tenants impairment income s fees

expenses 9, 11 Note Note , 1 4 4 4 4 4 1,583,862 3,666,738 1,581,801 2014 201 financial statements 2014 financial statements 495,725 430,014 591,873 557,446 556,665 262,780 708,046 financial statements 61,442 61,312 55,922 66,250 5,390 Consolidated 4 Consolidated Consolidated 130 130 - - - 71 3,445,546 1,392,416 1,698 2013 201 2013 685,063 514,074 236,525 617,468 343,995 377,333 392,322 584,543 97,656 97,526 93,656 (in thousand Baht) (in thousand Baht) (in thousand Baht) 3,870 - - - 3 ,193 130 130 2,396,666 1,1 4,254,961 3,682,867 2,924,369 1,396,250 460,497 149,222 184,772 408,422 201 2014 financial statements financial statements 572,094 548,967 758,368 534,086 699,209 162,955 2014 financial statements 93,753 17,73 5,390 4 130 - Separate Separate Separate 7 2,834,396 2,163,483 1,522,680 1,322,388 2,256,738 1,112,394 201 670,913 603,954 640,673 2013 2013 361,726 177,705 642,740 140,217 464,746 131,387 162,565 385,646 63,069 3,890 3 130 233 by the the by 86,160 35,524 22,291 2013 932,483 329,701 906,357 385,646 2013 912,020 121,684 840,412 281,884 1,665,111 1,266,271 1,026,021 7,423,610 1,144,587 basic basic salaries. The and separately and Separate Separate 568 nancial statements nancial 49,736 85,514 50,752 26,192 fi 2014 919,283 408,422 2 financial statements financial 136,266 922,662 347,714 2014 1,432,834 1,502,126 1,131,852 2,071,990 1,304,488 9,020,731 1,296, employees’ % % of 10 (in thousand Baht) thousand (in (in thousand Baht) thousand (in 86,160 35,524 26,698 2013 812,533 617,468 431,185 121,684 466,635 2013 % % to d 1,894,388 3,683,705 3,251,925 1,324,737 2,783,761 1,279,371 1,772,704 3 14,799,702 72 Consolidated Consolidate 85,514 50,752 31,096 financial statements financial 2014 ranging ranging from 676,751 708,046 358,890 136,266 544,288 financial statements financial 2014 2,139,937 4,019,176 3,617,952 1,266,493 3,172,485 1,428,287 2,003,671 15,959,730 rates rates the the 4,15 0 7 ,1 at at 28 3 2 3 Note ,1 2 1 . expenses and and the Group ost contribution plans amortisation Utilities expenses Rental expenses Marketing Consult and others fee Others Personal expenses Depreciation / Finance c Other employees and salariesWages Contribution to defined Others Total Management and salariesWages Others Total Total The The defined contribution plans comprise provident funds established by the Group for its employees. monthly are made Contributions basis. to is the funds on a voluntary Membership employees provident provident funds are registered with the Ministry of Finance as juristic entities and are managed Manager by Fund a licensed Expenses by nature Employee benefit Employee 29 28 Central Pattana Public Company Limited andits CentralLimited SubsidiariesPattana PublicCompany financial the to Notes statements ANNUAL REPORT 2014 234 3 3 statementsNotes to the financial CompanyPublic Pattana Subsidiaries LimitedCentral its and 1 0 recognis Income tax Income tax propeFinanceforcosts Finance costs borrowings. from Total Movements temporary in differences Deferred year Current taxCurrent expense Net capitalised costs Finance costs finance Total - Fee - - expense Interest financial institutions financial institutions financial and subsidiaries institut investors institutional 2 % - ional investors ional 5 tax expense % (201 : related parties related 3 : ed in profit or loss 2 % and and and rties under development underrties - 5 %) , representing Note 4 Note 1 6 the weighted average interest rate of general purposes purposes general of rate interest average weighted the (184,589) 119,578 676,751 861,340 741,535 financial statements financial 2014 73 1,378,041 1,380,250 1,380,250 for the yearthefor financial statements financial 2014 Consolidated (2,209) (2,209) 227 Consolida s 1,113,791 1,040,922 201 (301,258) 812,533 2013 1,206,050 1,409,686 1,409,686 (in thousand ted 72,654 (203,636) (203,636) 4 2013 (in thousand Baht) (in thousand 215 has been capitalisedratesbeenat Baht) 1,131,852 1,252,712 (120,860) financial statements financial 117,572 641,480 493,660 2014 financial statements financial 437,106 460,158 460,158 (23,052) (23,052) 2014 Separate Separate 1,165,185 (258,828) 833,200 906,357 262,147 2013 (179,219) (179,219) 69,838 330,695 509,914 509,914 2013 ranging 235 ) 2,428 6,738 330,695 766,462 330,695 132,891 ,595,254 (438,195) (452,630 Baht) Baht) 3,501,613 3,832,308 6,389,204 1,206,050 7 1,519,051 1,206,050 ively. ively. Royal 3 3 (in thousand (in (in thousand(in 201 201 ate ate tatements 20 16 9 20 (%) (%) Tax r Tax Tax r Tax financial s financial 1,001 6,814 437,106 437,106 182,120 Baht) Baht) (746,466) (572,170) 5,475,749 5,912,855 1,182,571 7,428,346 1,378,041 8,806,387 1,761,277 1,378,041 4 4 (in thousand (in Separate financial statements financial Separate (in thousand(in Consolidated 201 201 ate ate 74 7 20 16 20 (%) (%) Tax r Tax Tax r Tax dated 21 December 2011 grants a reduction in the corporate income purposes not inancial dated 10 November 2014 extends the reduction to 20% for the accounting 2014 ubsidiaries has applied the reduced tax rate of 20% in measuring deferred tax hree accounting periods 2012, 2013 and 2014; from 30% to 23% for the accounting total tax expense income income tax expenseincome from income not subject income from e year e year from Thaifrom operations from Thai from operations o tax not subject tota x t subject to tax statement Income tax reduction Royal Decree No. 530 B.E. 2011 tax rate for the t Decree No. 577 B.E. period 2012 which begins on or after 1 January 2012 and to 20% periods for the (2013following two accounting and 2014) which begin on or after 1 January 2013 period 2015 which on or begins after 1 January 2015. and 2014, respect Income Income Expenses not deductible for tax Total Profit for th Total tax expense income Profit before tax the using tax rate Income Total Income tax the using tax rate Income Income Expenses not deductible for tax purposes Profit for the year Total tax expense income Profit before assets and liabilities as at 31 December 2014 and 2013 in accordance with the clarification issued by inthe 2012. FAP Elimination in consolidated f Reconciliation of effective tax rate The Company and s Central Pattana Public Company Limited andits CentralLimited SubsidiariesPattana PublicCompany financial the to Notes statements ANNUAL REPORT 2014 236 34 3 3 statementsNotes to the financial CompanyPublic Pattana Subsidiaries LimitedCentral its and 3 2 A number shares ordinary of buildings of the Central World Project: based on based The calculation The Impact from Dividends e Basic Baht 0.95 Baht the At the Project in the name of the Thai Business Fund 4, with the Crown Property Bureau. The leased leased The Bureau. Property Crown the with 4, Fund Business Thai comprise: properties the of name the in Project G The the the At the was paid and 2,468.4million, Baht totalling share, 0.55per Baht E of number average Weighted issued shares of Effect value par the of conversion of Effect outstanding Number shares ordinary of ordinary to attributable Profit arnings per share share per arnings at 1January at shareholders Ordinary shares outstanding outstanding shares Ordinary fire at the CentraltheatfireWorld (basic) shareholders approved the distribution of dividend f dividend of distribution the approved shareholders shareholder ------roup has entered into long into entered has roup Company’s Company’s arnings per share arnings Central World Shopping Complex World Central Depart construct and operate Centara Grand at Cent at Grand Centara operate and construct to Plc. Plaza Hotel group Company Central the of the to that land subleased of has Parts Zen Department Store (parts of which are the Group’s assets under long under assets Group’s the are which of (parts Store Department Zen Isetan Department Store, the Company’sIsetan the Department Store, long Zen Department Store, the Company’sZen the Department Store, long The Offices at Offices The Shopping Complex World Central The the the per share per profit profit fire damagefire ment Store) of the Company the of (basic) s approved the approved s s of basic earnings per share for the years the for share per earnings basic of annual general meeting of the s the meetingof general annual annual general meeting of the s the meetingof general annual , totalling for the the for (basic) (basic) Central outstanding during the year during the outstanding years Project on 19 MayProject192010oncaused damage ( Baht 2,069.9 Baht as aresultas of in in distribution World Baht) attributable to to attributable - term lease agreements for land and premises of the Central World World Central the of premises and land for agreements lease term million, and million, 4,488,000 4,488,000 7,306,953 of dividend of political demonstrationpolitical 2014 financial statements 75 ordinary shareholders shareholders ordinary Consolidated 1.63 - - hareholders of the Company held on 25 April 2014, April 25 Companyon the held of hareholders hareholders of the Company the of hareholders - term lessee ral - s term lessee (in thousand Baht , calculated was paid World Hotel Hotel World from 2012 operating result in the amount the in result operating 2012 from rom 2013 operating operating 2013 rom ended 31 December 31 ended 4,437,637 2,178,816 2 6,292,529 ,178,816 2013 80,005 to the shareholders in May in 2013. shareholders the to to the shareholders in May in 2014. shareholders the to 1.42 as follows: as to assetsthetopartsandof of the the of /thousand shares 4,488 5,475,749 Group/ 4,488,000 result in the amount of of amount the in result financial statements 2014 held held 2014 ,000 1.22 - - - term lease to Zen to lease term on 26 on Company and the the and Company Separate and 2013 and ) April 2013, April following 4,437,637 2,178,816 2,178,816 3,501,613 2013 80,005 were were 0.79 of of 237

are The As As a areas, during during and Zen which is he property First Court. the Business Interruption remain remain closed and management management has already the remaining remaining damaged in the cons olidated financial 3,500 million. The all of the said insurance policies. 989.8 million from had not received the said indemnity at the damaged properties’ aggregate net book s total issued shares to the CPN Retail Growth aht quently, the Group had filed the appeal to the 2,848.4 million for the Group itself and/or Baht B led the in of favor judgment the Group. Group Group aht off of damaged properties B 76 - complex. complex. The Group has claimed for the indemnity from rite (1) the Industrial All Risk Policy with sum insured of Baht On On 28 September 2010, the Group opened for commercial and parts of the shopping , complex onsequently, the Group has not charged rent to tenants However, However, the has made a prosecution against insurance company as a result of C 31 December 2010 . not have to make payment of compensation to the Group. payment tonot make have held on 9 August 2013, approved in principle to lease t tore from from the w and also claimed for ended Group Group repair. World shopping tralCen World Shopping Complex. The then the Group needed to close down the Central World Complex Shopping nce policies comprise million. he Court of first instance has ru t amount amount of indemnity losure. ZEN ZEN Department S Baht 775 for a period of 30 years and sell the property (partial) of CentralPlaza Chiangmai Airport , the did insurance company Leasing Leasing the part of land where the shopping complex, the multipurpose hall, the indoor parking spaces, including certain parts of the surrounding roads and the en trances and exits (excluding other land under development). icy foricy the Group. - easing properties n 1 March 2013 he ’sGroup insura he Group has recorded losses still under the court’s consideration. O pol Industrial All Risks policy at the amount of 13,224 million (2) the Business Interruption Policy with sum insured of Baht the Terrorism 6,147 Insurance Policy th wi million sum insured of and (3) filed with claims its insurers compensations from seeking On 16 December 2011, the the fire incident at Central result As at 31 December 2014, the lawsuit is still under a request to extend appeal the of period the for Group to submitting the the Supreme Court. The management believes that the Group will be claim for the able to Appeal Court 2013 in December Subsequently, on 9 October 2014, the Appeal Court reversed the judgement of In In August 2013, the insurance company has filedCourt the of appeal first objecting instance against to such the judgement Appeal of Court. Subse Bureau of the Crown Property values of T undergoing undergoing demolition and periods of c T statements for the year Leasehold as follows: Property (“CPNRF”) Fund (partial) from the Central Pattana Chiangmai Company Public Limited, Company Limited which holding 99.99 is percent of a it subsidiary of Central Pattana L RetailCPN Leasehold Growth Property (“CPNRF”) Fund The Board of Directors’ meeting Department Department Store from April 2010. purposes parts of the As a As result of the fire, comprising 35 Central Pattana Public Company Limited andits CentralLimited SubsidiariesPattana PublicCompany financial the to Notes statements ANNUAL REPORT 2014 238 36 statementsNotes to the financial CompanyPublic Pattana Subsidiaries LimitedCentral its and market fixed interest rate to prevent interest rate fluctuation risk. interest at the v the at to manage exposure to fluctuations in interest rates on specific debt securities and b and securities debt onspecific rates interest in manageto fluctuations to exposure its of majority the that ensuring by risk this fund marketscapital andmoney on T business. the of development future sustain to and confidence market of investment of h Bads oiy s o anan srn cptl ae o s o anan investor maintain to as so base capital strong a maintain to is policy Board's The Capital management collectab the from riskin the risk arises Credit operations. its finance to interest of rates floating and fixed both at borrows Group The risk. risk rate interest are Group the by faced risks financial principal The s Financial risk management policie Financial instruments ik aaeet Mi sucs f capit of sources Main management: Risk minority excluding equity, interests osed exp primarily is Group The fixed. because flows cash its and operations Group’s the of results the affect will rates interest marketmovements in future that risk the is risk rate Interest Interest r Chia G The 2014, April 23 On change 23.53 of percentage CPN of responsibility the was which million, 128 Baht of expense offering and issurance additional excludes Accordingly, G the - - - capital whi capital s. ga Arot rjc t CPNRF to Project Airport ngmai esn te ytm eeat o h sopn cmlx te utproe hal multipurpose the complex, shopping the to relevant system the Leasing Department Store, under a long a under Department Store, w in hall multipurpose the and complex shopping the of areas utilized the to proportion (in spaces parking indoor including hall, multipurpose a and complex shopping one of parts certain Leasing parking spaces of the building. the parking of spaces Selling the furniture and the related equipment. related the and furniture the Selling hich will lease). Provided that it excludes spaces located which will be leased to Robinson Robinson to leased be will which located spaces excludes it that Provided lease). will hich - d - alue alue consistent cost of capital and maintaining the level of ) bearing h Group The and the C the and ate risk rm 27.80% from of Baht 15 Baht of unit in CPNRF totalling totalling CPNRF in unit ch the Group defines as result from operating activities divided by total shareholders' shareholders' total by divided activities operating from result as defines Group the ch et o e to debt roup ompany has invested in inves in invested has ompany bds by abides of per unit unit per all of of all had fully collected the lease amount in April 2014. amount April in lease the collected fully had roup before increasing increasing before qu through which the Group issuesGroup the whichthrough t rto t prxmtl 10, rcrn cptl ih ap with capital procuring 1.00, approximately at ratio ity the osraie aia srcue policies structure conservative capital of companies of totalling totalling investment unit investment , - and also the level of dividends to ordinary shareholders. ordinary to dividends of level the also and term lease, and the rental area located in parking in spaces. located area rental the and term lease, ility of rental fees. rental of ility , to interest rate risk from risk rate interest to 590,521,686 units and units 590,521,686 oaln approximat totalling l f h Gop r fo equity, from are Group the of al , as a result the C the result a as , million 2,033.90 Baht has rent has debt securities and securities debt the the 77 s tment units to increase the capital o capital the increase to units tment et euiis and securities debt aia t 26.69% to capital to increase capital of CPNRF or or CPNRF of capital increase to ed a ed partial partial floating interest rate debentur ely the the of the the of borrowings are at fixed interest rates rates interest fixed at are borrowings its borrowings. The Group The borrowings. its Baht 10,496 million million 10,496 Baht olding investment had had investment holding ortion prop hc consist which es and transfer assetstransfer and es , foreign currency risk currency foreign s loan above after increasing increasing after he Board monitors the return return the monitors Board he long neet ae ae mainly are rates interest mentioned debts - term ompanyamount has orrowings. f anann net maintaining of 135,593,664 l, below that of the s f CPNRF f loans and the indoor indoor the and creditor , rpit and propriate Central Plaza Central ( hs amount this the the to propertyto and credit credit and n local and mitigates capital. in the the in s units units and and 239 cluded in their fair values. for trading, held to term term borrowings and - borrowings borrowings is ents, trade accounts receivable e forward exchange contracts to hedge such s d price at the reporting date for the residual rental fees are outstanding 90 days. over etween knowledgeable, willing parties in an arm’s 78 term receivablesterm is to taken approximate the value. carrying free interest bonds). rate (based on government - cash and cash equivalents, investm swaps is based on broker quotes. Those quotes are tested for maturity investments is investments determined formaturity disclosure purposes only. financial assets and financial liabilities approximate to- financial assets and liabilities. The fair value is the amount for which an - term term borrowings. Information on the fair values of - The Group will consider to utili . ilities include ng fairng values is disclosed in the notes specific to that asset or liability. air value of forward exchange contracts is based on their listed market price, if available. If a To collect equivalent an advance rental to customers. 6 months from To terminate rental contracts for tenants whose The fair value of reasonableness interest by discounting estimated rate future cash flows based on the terms and maturity contract interest market and using rates for a similar instrumentof date. at the measurement each The f listed market price is not available, then fair value is estimated by discounting the difference between the contractual forward price and the current forwar maturity of thematurity contract a risk using Foreign currency risk The Group is exposed to foreign currency risk relating to purchases and sales which are denominated in foreign currencies financial assets and liabilities in denominated foreign currencies. Credit risks The current policies established credit the to are: Group risk by manage - - The liquidity risk is the associated with financialcommitments instruments. risk that the Group will encounter difficulty in raising The objective of liquidity funds risk management of the Group tois to have appropriate and meet sufficient capital for cash outflow for investment at present and in the future and appropriategain returns policies under investment of the Group. to be able to invest such capital to Determination of fair values A number of the Group’s accounting policies and disclosures require the determination of fair value, for both financial and non- asset could be exchanged, or a liability settled, b length transaction. Fair values have been determined based for on the measurement following and/or methods. disclosureWhen applicable, further purposes information about the assumptions made in determini The fair of value trade and other short- maturity and available for sales, is determined by reference to their quoted bid price at the reporting date. The fair of value held Such assets and liab The fair value of investments in equity and debt securities, which are held The carrying amounts of the and payables, other receivables and payables, loans to subsidiaries, short Liquidity risks floating interest rate long in note 18. Central Pattana Public Company Limited andits CentralLimited SubsidiariesPattana PublicCompany financial the to Notes statements ANNUAL REPORT 2014 240 37 statementsNotes to the financial CompanyPublic Pattana Subsidiaries LimitedCentral its and Commitments ( ( ( ( Bank guarantees Other commitments Total fiveyears After After one year but within five years year one Within Non Total system facilities and Buildings providefor not but Contracted Capital commitments c d) b) a ) c ) ommitments s t 1 eebr 04 n 21, h Gop a frad otat cover contracts forward has Group tota the institutions financial 2013, local with and currencies 2014 December 31 at As terms of the forward contracts are less than one year one than less are contracts forward terms the of the latest month rental. latest the of 10% of rate the at years three every increased be will rental The rental. monthlypay to has and rental advance paid Group the agreement, fo the of was conditions the Under agreement 2041. December in ending lease The lease. for the centre for leased shopping was a land of The construction party. third a with agreement lease land a into entered Group The rental. month latest the of 10% of rate the at everyyears five increased be will rental The monthly rental. renta advance paid Group the agreement, the of conditions the in Under ending 2027. May years 30 of period a for was agreement lease The lease. for building a of construction ent Group The Forward contracts additional compensation as a percentage of gross operating profit as follows: as profit gross operating of percentage a as compensation additional pay to agrees th whereby party third a with agreementmanagement hotel a signed has subsidiary A - cancellable operating lease - - - 8% from the fifth year of operation onwards onwards operation year of from fifth 8% the from thi 7.5% the to from first 7% the with non with ered into a land lease agreement with a third party. The land was leased for the the for leased was land The party. third a with agreement lease land a into ered annual management fee at the rate of 2% of the hotel’s operating income and and income operating hotel’s the of 2% of rate the at fee management - related parties rd to the fourth year of operation year of fourth the to rd s the second year of operation year of second the 79 financial statements 2014 28,105 24,728 2,800 3,258 3,258 Consolidated 703 577 l ling of U.S. Dollars 23.4 million. The repayment The million. 23.4 Dollars U.S. of ling . 2013 26,472 23,478 2,445 4,467 4,467 (in million Baht) 584 549 financial statements 2014 a eid f 0 years 30 of period a r 6,222 5,839 2,436 2,436 474 334 49 Separate ing U.S. Dollars Dollars U.S. ing l and has to pay to has and l e s e ubsidiary ubsidiary 2013 3,450 3,280 3,572 3,572 345 142 28 241 and the new xpiration lease. 2038. Under od of 30 years charge charge at the same February February In addition,In the Group has 2040. Under the conditions the conditions 2040. Under . the lease payments under this June June One agreement charges no monthly no monthly charges agreement One 2010. The other agreement is a land agreement The other 2010. . Another agreement is for a lease of leasehold rights. In addition, the Group rental year year period ending in - 2050) 2050) with rental monthly ority in the renewing lease agreement. June lease, as a result of which the Group had to pay a year year period in which the terms have been agreed. The 80 - and guarantee for 2030, respectively. le additional 10 years. 10 additional le June rental year year period 2 years before the agreement terminated with ent, the Group had to pay advanced rental year year period (till 30 nd in - 3 years, from 1 July 2007 to 30 June to 30 June 1 2007 July from 3 years, has to pay a monthly rental. Under the conditions of the agreement, the 2040 for the who the for 2040 2030. Under the conditions of the agreement, the Group paid advance rental greement, greement, the Group has to pay the land rental charge of Baht 700,000 per month June 2007, 2007, the Group into entered two with land a lease agreements local company. Under June June atest rental. The agreement can be renewed for the same period as the lessor is able to renew he Group entered into a land lease agreement with a local company. Land was leased for the The Group entered into three land buildings for rent. The lease lease agreement covered a 30 agreements with the third parties to construct shop lessor obtains the on the ownership first rights of of building the and improvements day agreement agreement can be renewed for another 30 the conditions of the agreem to pay a rental annually. The rental will be increased every 3 years at the rate of 12%. The leasecan be renewed for another 10- rate and compensation agreed. 2003, In the Group entered into a land and building lease agreement as lessee with The Bureau of the Crown Property. The lease agreement was for a period of 30 years ending in December 2032 during which the Group T construction of a shopping centre for lease. The lease ending in agreement was for a period of 30 years has to pay a monthly rental. The rental will be increased every three years at the rate of 15% theof l with the landlord. The lessor would obtain the thereon rightsto the at buildings and improvements the lease expiration date. During 2006, the agreement Group since the has project not has been paid temporarily suspended. The lease term and conditions underare consideration to be amended by both parties. However, during entered the year into 2007 the an Group agreement to cancel the compensation fee to the lessor of Baht 377 million. On 29 rate as at 30 30 at as rate ending in August 2025 a The Group entered into three lease agreements withbuildings for third lease parties and for shophouses. the Two construction land of lease shop agreements were for a peri shophouses for a period of 26 years ending in July 2021. Under the conditions of the agreements, the Group has to pay d advance has to pay a monthly refundable rental guarantee deposit to amounting Baht 20 million in 1997 and will receive the remaining which will be revised balance of every the refundable aranteegu deposits five amounting to Baht 298.6 million years. from the 21st year The Group of the lease to the received end of the 30 years lease term. The land lease a agreements can be renewed for a period of not less than 15 years through a one year advance written notification before e in which the terms will be renegotiated upon renewal. The lessor will obtain the ownership rights of buildings and improvements thereon at the lease expiration date. shophouse lease, the lessor the will a Group pri Upon give the expiration of the lease fee for the period of period the for fee lease the conditions of the agreement, the Group paid advance advance paid the Group of agreement, the conditions the lease agreement for the period of 30 years from 1 July 2010 to 1 2010 30 July from of 30 the years for period agreement lease of the latter a which will be increased at the rate of 15%, every three years from 1 July 2010. This agreement can This 1 agreement 2010. from July at years three the be will rate of every increased 15%, which be renewed for another 10 ) ) ) g e f ( ( ( Central Pattana Public Company Limited andits CentralLimited SubsidiariesPattana PublicCompany financial the to Notes statements ANNUAL REPORT 2014 242 Notes to the financial statementsNotes to the financial CompanyPublic Pattana Subsidiaries LimitedCentral its and ( h) On 9 August 2007,August9 On within expenses should be divided in to two phases, i.e. 8 years and 30 years, respectively, under the the under respectively, years, 30 and years conditions: following 8 i.e. phases, two to in divided be should expenses September 25 On the lease. o rnil areet ih h Bra o te rw Poet. h lae gemn ws o a for wasDecember months agreementendingin2 7 yearsand 21 leaseperiodof The Property. Crown the of Bureau The with agreement principle to On19 August 2011 the Group entered intoland a and building lease agreement aslessee additionin 22 to 2007 January 1 le the of termination the Crown after Property commencing years 25 of period 2032. a December for company related the and lessor stipulat its conditions of under appointment lessee and new the Property as Crown company related the of Bureau The lease with land agreement certain principal of the cancellation under the of comprising MOU two into entered Group the 2007, In 8- 30 another for renewed be can agreement The rental. yearly advance pay to has Group the completing accordingbenefits, toand a new agrerates the on facedadvance in years 3 for adue been haveterms the which in period Crown agreement, or the new lease agreement 22Decemberagreement, new within 2037. lease the or 05 i odr o i a e rt o the of rate new a fix to order in 2035, gemn o a e areet ihn 2 eebr 09 b mkn ana rna payments rental annual making by 2029, December a conditions the under 22 within agreement new a or agreement notification written a send to needs lessee the period, lease year in advance. at the rate of 35% of the latest month rental. The lease agreement can be renewed by notification one same period and condition as it may be surrenderedtheagreement underlease land amend to MOU an into enteredGroup the 2009,Subsequently, in by advance in months whic in six expiration before notification written renewed be can agreements lease The rental. month latest the of 5% the of rate agreement, the at years five the every increased be of will rental The 2006. conditions September from rental monthly the Under 2034. September in ending months 10 years 28 of period a for was agreement lease land The parking. and buildings shop of construction the for company local a with agreement lease land a into entered Group the 2005, In of the agreement,theof Thelease agreement was fortheperiod of30years ending 31inAugust 2037. Under theconditions year term, under the conditions of the lease agreement, the the agreement, lease the of conditions the under term, year - - the 33 the Property The 30- The h frt 8- first The of the lease period, the lease conditions will be the same, except that the rental rental the that except same, the be will conditions lease the period, lease the of rd year as from the effective date of the agreement, to the lessor within 22 December 22 within lessor the to agreement, the of date effective the from as year year phase, (i.e. 39 (i.e. phase, year Bureau by amending the renewal period from the 30 years to 38 y 38 to years 30 the from period renewal the amending by Bureau the Groupthe However, the Group has commitment to pay rental fee to The Bureau of the the of Bureau The to fee rental pay to commitment has Group the However, 2013, the Group the 2013, year phase, phase, year the Group the s stated in the lease agreement. lease the in stated s ement. has to pay a yearlypaytohasa rental. Therentalinwill be entered into a land and building lease agreement with a third party.third a agreementwithbuildinglease and land a intoentered The lessor pledges to provide prior benefits to the company to renew (i.e. from 31 from (i.e. th had made amendment to the lease agreement lease the to amendment made had – 68 th 81 etl hre Te Group The charge. rental year inclusive), after the terminated date of the first first the of date terminated the after inclusive), year h the terms will be renegotiated uponrenewal. renegotiated be terms will h the th ase period. ase year to – the government for the mass rapid transit. 38 032. Under the conditions of the agreementconditionsthe Undertheof032. th the Group the , and year), after the terminated date of the the of date terminated the after year), ed in a new agreement between the the between agreement new a in ed Group needs to sign the renewal renewal the sign to needs has to notify, in writing, writing, in notify, to has creasedevery fiveyears needs to sign a renewal sign renewal a to needs Group has to pay a a pay to has Group ears. After, the the After, ears. No.3, with the the with No.3, - year 243 - latter at the The The lease have have been pay pay yearly has to pay commencing commencing No.3, No.3, with the that the rental in advance years the Group year year as from the effective th which which the terms Under Under the conditions of the . in in

year), after the terminated date of the th se agreement can be renewed not less than than less not renewed be can agreement se of the agreement, e), after the terminated date of the first 8 which will be increased at the rate of 15%, 38 – 31 31 March 2015. by by notification three months June 2044. Under the conditions of the n The lea The rental Another agreement is a land lease agreement for reement reement was for a period of 2 year year th for a period of 30 years ending in September 2045. year year period 2 years before the agreement terminated year year inclusiv - 82 rental. th the the agreement terminated , , ending o 68 – and lease ag l th land lease agreements with a third party for construction of a years monthly monthly land Under the conditions before before in been which the agreed have terms

lease agreements with third parties for the construction of shop pay pay 21 June 2014 to 20 many eds to send a written notification within 27 from he principal June . 2014 nto a land lease agreement with third parties for the construction of shop The land lease agreement was for a period of 30 years ending in September T a a period of 3 year year phase, (i.e. from 31 years years Bureau by amending the renewal period from the 30 years to 38 years. After, the ntered into year year phase, (i.e. 39 year year as from the effective date of the agreement to the lessor in order to fix a new tal charge. The Company needs to sign the renewal agreement, or the new lease rd of the lease period, the lease conditions will be the same, except ptember ptember 2013, to hadthe amendment made theCompany lease agreement The first 8- The 30- Property - - shopping shopping centre for lease. The lease agreements were for a period of agreements 30 years. However, can these extend for 10 hasagreement, the toCompany pay rental annually. The rental will be increased three years every years and ending in at the rate of 10 % of the final rental. June 2056. Under the condition of the annual rent in the amount of Baht 1.5 million. the period of 30 21 June 2012 to 20 lease period, the lessee ne year year term, under the conditions of the lease agreement, within the the 33 Company has to notify, in writing, Under the condition of the agreement, the Company paid annually. The advance rental will be increased three at years every the rate of 15 % of the final rental. rental and has to pay rental rate of the ren centre for lease. The lease agreement was agreement within 2037. 22 December agreement date of the agreement has been in force, by making annual rental payments under the conditions as stated in the lease agreement. The Group entered into two buildings for lease. agreements, agreements, the Group has to every every three years. This agreement can be renewed notification date the lessor from buildings for lease. The Group entered i 2043. Under the conditions of the agreement, the Group paid advance rental and has to with the rate new and compensation agreed. rental. The rental will be increased every five years at the rate of 15% of the latest month rental. The lease can be renewed for another 10 Crown completing On On 25 Se expenses should be divided in to two phases, i.e. 8 following conditions: years and 30 years, respectively, under the The Company e During During 2012, the Group entered into a land lease agreement with the third parties. agreement agreement was for monthly a pay to has Group the agreement, agreed. 60 60 days in advance, in writing, The Company enteredThe into a landCompany lease with a third agreement party for construction of a shopping ) ) ) ) ) m l i j k ( ( ( ( ( Central Pattana Public Company Limited andits CentralLimited SubsidiariesPattana PublicCompany financial the to Notes statements ANNUAL REPORT 2014 244 40 39 38 statementsNotes to the financial CompanyPublic Pattana Subsidiaries LimitedCentral its and beginning on or after 1 January in the year indicated in the following table. effective. The Group has not adopted the followingadoptedthe not hasGroup The (TFR Financial Reporting Standards Thai the At Dividend 20 on Commerce of Ministry the with 2015. January registered was change name The Ltd.”. Co., Korat “CPN to the 2015, January 13 on shareholders Ltd. Co., Owner Land Korat of meeting shareholders extraordinary the At Land OwnerKorat Co., Ltd. Event 802 Baht totalling 201 December 31 at As Guarantee liabilities Contingent 2,917.2 amount 0.65 Baht the of in from dividend result of 2014operating distribution TAS 40 (revised 2014) 40 (revised TAS 2014) 38(revised TAS 2014) 37(revised TAS 201 36(revised TAS 2014) 34(revised TAS 2014) 33(revised TAS 2014) 28(revised TAS 2014) 27(revised TAS 2014) 24(revised TAS 2014) 23(revised TAS 2014) 21(revised TAS 2014) 19(revised TAS 2014) 18(revised TAS 2014) 17(revised TAS 2014) 16(revised TAS 2014) 12(revised TAS 2014) 10(revised TAS 2014) 8(revised TAS 2014) 7(revised TAS 2014) 2(revised TAS 2014) 1(revised TAS s Board of Director of Board million after the reporting period h nw n rvsd FS r expected are TFRS revised and new The TFRS passed a resolution to change the company’s name from “Korat Land Owner Co., Ltd.” Ltd.” Co., Owner Land “Korat from name company’s the change to resolution a passed . million (20million 4) te Company the 4, of the Company the of Interim Reporting Financial Party Disclosures Related Borrowing Costs Revenue Inventories Property, Plant and Equipment and Plant Property, Income Taxes Period Reporting the Events after Accounting CashFlows of Statement Statements Financial of Presentation Investment Property Intangible Assets Assets Contingent and Liabilities Contingent Provisions, Impairment Assets of Share Earnings per Ventures Investments Joint and Associates in Statements Financial Separate Changes of Foreign Exchange in Rates Effects The Employee Benefits Leases Errors : Baht 13: 1,425 Policies, Chan Policies, new and rev andnew meeting nee it a on urne agr guarantee loan a into entered million). 83 S) not yet not S) adopted held on held o eoe fetv fr nul iaca periods financial annual for effective become to ges and Accounting Estimates in ised TFRS that have been issuedbeenhave that TFRS ised Topic , the 2015 , ryFebrua 20 eement for subsidiaries subsidiaries for eement per share, total share, per B oard oard but are not yetnot are but approved the the approved ing Baht Baht ing effective Year 2015 2015 2015 2015 2015 2015 2015 2015 2015 2015 2015 2015 2015 2015 2015 2015 2015 2015 2015 2015 2015 245 n 5 201 2015 2015 2015 2015 2015 2015 2015 2015 2015 2015 Year effective in process impact on the on the impact is still of of information about material e nt accounting for these Disclosures of Interests i – ment and and disclosur However, However, the Group Topic al Statements ly ly assessing these disclosure requirements in Incentives 84 expects that will no be there - —Web Site Costs current Assets Held for Sale and Discontinued Operations - Liabilities Form of a Lease Form Interim FinancialInterim Reporting and Impair Business Combinations Non Operating Segments Consolidated Financi Disclosure of Interests in Other Entities Fair Value Measurement Operating Leases theEvaluating Substance the of Legal Transactions Involving Assets Intangible Restoration in and Similar Existing Decommissioning, Changes se se new and revised TFRS whether whether an investee should be consolidated Consolidated Financial Statements and TFRS 12 TFRS – (revised 2014) (revised 2014) TSIC 32 (revised 2014) TSIC 1 TFRIC 10 (revised TFRIC 2014) TFRS 10 TFRS 12 TFRS 13 15 (revised 2014) TSIC 27 (revised 2014) TSIC TFRS 3 TFRS 5 (revised 2014) TFRS (revised 8 2014) determining The The Group has made a preliminary assessment of the potential initial impact on the financial statements of the financial statements in the period of initial . application follows: as TFRS are revised and new TFRS 10 Other Entities TFRS 10 introduces a single control consolidated. model As to a result, determine the whether Group an respect may investee of need should its to be change investees, its which consolidation investees. may conclusion lead in to changes in the curre TFRS 12 brings together into a entity’s single interests standard all in the disclosure its structured requirements about entities. subsidiaries, an The joint comparison Group arrangements, with the associates is existing disclosures. and current TFRS interests. 12 these of effects unconsolidated financial risks and nature, the about requires the disclosure of information Central Pattana Public Company Limited andits CentralLimited SubsidiariesPattana PublicCompany financial the to Notes statements ANNUAL REPORT 2014 246 - None - None - Fee Service Other for work 5,920,000. auditor Baht to the amounted that firm audit for paid been has subsidiaries its and Company the of out fee audit 2014 In Fee Audit AUDITOR’S FEE 247 Percentage of Shareholding in the Company : None Age 64 years Been a CPN Director since : July 10, 2002 Education - University Ramkhamhaeng (Accounting), B.A. - University Kasetsart MBA, - University Thammasat in Auditing, Certificate Experience Director, - Independent Committee, Chairman of Audit Committee Governance Member of Corporate Plc. Big C Supercenter - Committee and Evaluation Following Audit, University Walailak - President Association and Teacher Parent Dei Institute Mater Chairman - Vice Foundation Dei Institute Mater - Director Managing Ltd. Co., Consulting Business BT - Member Council President, Vice of Thailand Auditors of Internal Institute The - General Secretary President, of Accountants Federation ASEAN The - Member Council President, Vice and Accountants of Certified Institute The of Thailand Auditors 02 PAITOON MR. Independent Director TAVEEBHOL Committee Chairman of the Audit Committee Chairman of the Risk Policy tion Program (DAP) tion Program Percentage of Shareholding in the Company : 0.57% Age 74 years Year 2000 Year - (RCP) of Chairman Program Role Completed Program from Thai Institute of Directors Thai Institute of Directors from Completed Program (IOD) 2006 Year Accredita - Director - Chairman Vice Plc. Hotel Plaza Central in non-listed companies Positions - of Directors Chairman of Board Ltd. Co., of Companies Group Central Positions in other listed companies in SET Positions Experience - Board, Chairman of Supervisory Committee, Executive Chairman of the Vice Financial Officer Chief Ltd. Co., of Companies Group Central - Manager General Assistant Ltd. Co., Department Store Central - Manager Assistant Manager, Branch Department Store-Silom Central Education - in Civil Engineering, Diploma U.K. of Technology, College Kingston - Administration of Business Doctorate Honorary University Rajabhat Chiangrai Program, Chairman Been a CPN Director since : March 28, 2000 01 SUTHICHAI MR. CHIRATHIVAT MANAGEMENT BIOGRAPHY ANNUAL REPORT 2014 248 - Monitoring the Quality ofFinancial - Control andRisk Management (MIR) Reporting (MFR) Monitoring the System ofInternal - Function Conference 2013Board Leadership(MIA) - Evolution” Year 2010 Year - Seminar “Invitation to the 2014 (IOD) Completed Program from Thai InstituteofDirectors Mater DeiInstitute - Board Member EASY BUYPlc. Audit Committee Member - Independent Director, Zen Corporation Group Co., Ltd. - Chairman Positions innon-listedcompanies Somboon Advance Technology Plc. Audit andCG Committee Member Remuneration ChairmanoftheNomination and Committee, - Independent Director, KCE Eletronics Plc. ChairmanofAudit Committee - Independent Director, Positions inotherlistedcompanies inSET SGV-Na Thalang Co.,Ltd. Director, Executive Director - ArthurAndersen Business Advisory Ltd. - Managing Director Action Against Corruption” National Conference onCollective “The Seminar - Year 2013 Monitoring theInternal Audit 2nd National Director 5th

Director Accreditation Program (DAP) - Role ofChairman Program (RCP) - Director - C Year 2003 Audit Committee Program (ACP) - Year 2005 Chartered Director Class(MFM) (R-CDC) - Year 2008 Monitoring Fraud RiskManagement - - Committee Role oftheCompensation 2009 Year (RCC) Been a CPN Director since : July 10, 2002 10, July : since Director CPN a Been Committee Chairman ofNomination andRemuneration Member ofAudit Committee PANICHAPAT Independent Director MR. CHACKCHAI 03 Seminar “Audit Committee Forum” - Reporting underNACC’s Law” Seminar “Corruption Prevention and - Standard for Non-Publicly Accountable Entities” JoinForces to Change Thailand” Seminar “Anti -Corruption Day 2012: - S - Year 2011 Corporate Social Responsibility (AFCSR)” S - Year 2012 Other Programs/Seminar Age 76 years 76 Age Percentage of Shareholding in the Company : None : Company the in Shareholding of Percentage eminar “11 eminar “Financial Reportingeminar “Financial ertifi cation Program (DCP) th Asian Forumon 249 tion Program (DAP) tion Program (DCP) Program cation ertifi Percentage of Shareholding in the Company : None Age 68 years Been a CPN Director since : July 10, 2002 Education - U.S.A. Rochelle, of New College Arts), (Liberal B.A. Completed Program from Thai Institute of Directors Thai Institute of Directors from Completed Program (IOD) 2009 of the Compensation Role Year - - 2007 (ACP) Program Committee Audit Year (RCC) 2006 Year C - Committee Director 2005 Year - Directors Non-Finance for Finance 2003 Year Accredita - (FND) Director 04 SUNANDHA MRS. Independent Director TULAYADHAN Committee Member of the Audit and Remuneration Member of the Nomination Committee - Director - Director Ltd. Hong Kong Amata Chairman - Vice Amata City Co., Ltd. - Director Ltd. Co., (Thailand) Beer Miguel San - Director Ltd. Co., (Thailand) Marketing Miguel San - Director Ltd. Liquor Co., Miguel San Thai Positions in non-listed companies Positions - Chairman Plc. Technology Precision Magnecomp - Chairman Ltd. Co., Water Amata Positions in other listed companies in SET Positions Director, - Independent Committee, Member of the Audit Committee and Chairman of the Nomination Remuneration Plc. Electric Yong Kang - Director Executive Director, Plc. Corporation Amata Director, - Independent Committee, Chairman of the Audit Committee and Member of the Nomination Remuneration Plc. and Recreation Sports City Experience - General Secretary Deputy of Investment of the Board of Investment Board Thailand - Chairman Company Joint Stock (Vietnam) Amata - Member Board Advisory Independent Director, Union Plc. Saha - Chairman Ltd. Co., Precipart Education - Engineering), (Electrical B.E. University Chulalongkorn - Engineering), (Electrical M.E. U.S.A. of Texas, University - College, Defence National 1 Class Course, Sectors Joint State-Private The ANNUAL REPORT 2014 250 e r 21 - eia “niain o the to “Invitation - Seminar Year 2014 (IOD) Completed Program from Thai InstituteofDirectors KISInternational School Advisor ofExecutive Committee - Positions innon-listedcompanies - None Positions inotherlistedcompanies inSET WPPGroup, Thailand andVietnam - Chairman Ogilvy &Mather Worldwide Board - Director Ogilvy &Mather Asia Pacific Regional Executive Board Member - Ogilvy &Mather Group, Thailand andVietnam - Chairman Experience - Seminar :Directors Forum2/2004 - Seminar - :Directors Forum3/2004 (DAP) Finance for Non-Finance Directors - Accredita Directors (FND) - Year 2004 Experience, Problems andGood Audit Committee Program (ACP)Practices” - Year 2005 Laws Companies inThailand” (MFM) Year -2007 Seminar “Audit Committee : Monitoring Fraud RiskManagement - 2009 Year Seminar “How New Foreign Bribery - Action Against Corruption” Program Year2011 (ACEP) National Conference onCollective - Year 2013 Anti-Corruption for Executive tion Program 5th

Flood Crisis” Seminar “Committee ontheGreat - Effectiveness” Year 2011 S - Year 2012 Other Programs/Seminar The National Legislative Assembly Thailand - Member Public Sector Development Commission - Director Securities andExchange Commission - Commission Member Insurance Commission - Director Experience The JointState-Private Sectors Course, Class 8 National Defence College, - Geneva, Switzerland Diploma, GATT Commercial Policy Course, - U.S.A. M.A. (International Trade), Syracuse University, - Wellington, New Zealand B.C.A. (Economics), Victoria University of - Education 2009 30, April : since Director CPN a Been Committee Member oftheNomination andRemuneration Member oftheAudit Committee KITTISATAPORN Independent Director MR. KARUN 05 Age 67 years 67 Age Percentage of Shareholding in the Company : None : Company the in Shareholding of Percentage eminar “AuditCommittee 251 tion tion (DCP) Program cation ertifi Percentage of Shareholding in the Company : None Age 47 years - President, Vice Senior the Financial Institutions group Heading practice and Acquisition and the Mergers Co.,Ltd. Phatra Merrill Lynch Plc.) Securities Phatra (Currently- Director - Alternate Kong Limited, Association Governance Corporate Asian Hong KANCHIT MR. Independent Director BUNAJINDA and Remuneration Member of Nomination Committee Committee Member of Risk Policy Been a CPN Director since : June 26, 2003 Education - Engineering), (Civil B.E. University Chulalongkorn - Business), and International (Finance MBA University Administration, of Business Institute Graduate Sasin Chulalongkorn - Management, School Graduate Kellogg in an exchange U.S.A. University, Northwestern of Business Institute Graduate of Sasin program Administration, University Chulalongkorn Experience 06 Year 2008 - Ro2008 - le oYear f t h e Co m p e n s a (RCC) 2006 Year C - Committee Director Monitoring The Internal Audit Audit Internal The Monitoring Completed Program from Thai Institute of Directors Thai Institute of Directors from Completed Program (IOD) 2013 Year - (MIA) Function (ACEP) 2011 Year Program Executive for Anti-Corruption - Financial - Institutions Governance (FGP) Program (MFR) 2009 Year - Reporting (ACP) Program Committee Audit - of Financial the Quality Monitoring (FSD) - Directors for Financial Statements Positions in non-listed companies Positions - Member of State Council - Chairman International and Crafts Arts Support Organization) (Public of Thailand Centre Positions in other listed companies in SET Positions Director, - Independent Member Committee Audit Plc. Machinery Sahamit Director, - Independent Member, Committee Audit Committee Remuneration and Nomination Plc. Industry Sugar Khon Kaen - Independent Director, Committee and Chairman of Nomination Remuneration Plc. Bank of Ayudhya - Director Bank of Thailand Secretary - Permanent Ministry of Commerce ANNUAL REPORT 2014 252 Control andRiskManagement (MIR) Director - C Year 2003 Director - AccreditaYear Monitoring the System 2005 ofInternal - Audit Committee Program (ACP) - Year 2006 FinancialReporting (MFR) - Monitoring the Internal AuditFunction (MIA) - Monitoring oftheQuality of Director Luncheon Briefing (DLB) - Year 2009 (IOD) Completed Program from Thai InstituteofDirectors Zen Corporation Group Co., Ltd. Remuneration ChairmanofNomination and Committee MemberofRiskManagement Committee, - Director, Aksorn Education Co., Ltd. - Director Positions innon-listedcompanies Pruksa Real Estate Plc. MemberofRiskManagement Committee IndependentDirector, - Robinson DepartmentStore Plc. - Director Positions inotherlistedcompanies inSET Central Plaza Hotel Plc. - Director (An affiliate ofLombard Investment, Inc.) Private Equity (Thailand) Co., Ltd. - Director ertifi cation Program (DCP) tion Program (DAP) CHIRATHIVAT Director MR. SUTHIKIATI 07 Central Trading Co.,Ltd. - Assistant Manager Experience The ModernManagement, Class 1 National Defence College, - The JointState-Private Sectors Course, Class 1 National Defence College, - College ofAsian Scholars inBusiness Administration Program, Honorary Doctorate ofPhilosophy - Dhurakij Pundit University inBusiness Administration Program, Honorary Doctorate ofPhilosophy - Kasem BunditUniversity inHotel andTourism Studies, Honorary Doctorate ofPhilosophy - Ramkhamhaeng inMass Communications, University Honorary Doctorate ofPhilosophy - Ramkhamhaeng University M.A. (Political Science), - Ramkhamhaeng University B.A. (Political Science), - South West Essex Technical College, U.K. Diploma inMechanical Engineering, - Education 2002 10, July : since Director CPN a Been Age 72 years 72 Age Percentage of Shareholding in the Company : 0.50% : Company the in Shareholding of Percentage 253 Percentage of Shareholding in the Company : 0.70% Age 69 years Positions in other listed companies in SET Positions - Director Plc. Hotel Plaza Central in non-listed companies Positions - of Directors Chairman of Board Vice Ltd. Co., of Companies Group Central Been a CPN Director since : July 10, 2002 Education - U.S.A. College. Joseph’s St. (Accounting), B.A. - College, Defence National 11 Class Course, Sectors Joint State-Private The Experience - Board Supervisory of Director Ltd. Co., of Companies Group Central - Officer Executive and Chief President Ltd. Corporation Retail Central - President Association Retailers Thai - Chairman Business, of Retail Committee Chamber of Commerce Thai - Chairman Plc. Big C Supercenter - Advisor of Thailand of Trade Board Treasurer - Director, Preservation Environment for Foundation 08 SUTHICHART MR. Director CHIRATHIVAT tion Program (DAP) tion Program Completed Program from Thai Institute of Directors Thai Institute of Directors from Completed Program (IOD) 2008 Year Accredita - Director Positions in non-listed companies Positions - of Directors Chairman of Board Vice Ltd. Co., of Companies Group Central - Director Ltd. Co., Media International Post - Director Post - ACP Co., Ltd. - Director Ltd. Co., - IM Plus Post - Director Industry Association Tourism Thai Advisor - Honorary ASSOCIATION TRADE THAI HAINANESE Positions in other listed companies in SET Positions - Chairman Plc. Hotel Plaza Central - Committee Chairman of Executive Director, Plc. Publishing Post - Manager General Assistant Co.,Ltd. Department Store Central - Association Science of Political Heads University Ramkhamhaeng - Concil University of Ramkamhaeng Committee University Ramkhamhaeng - Association Retailers of Thai Founder and Head The Association Retailers Thai - and Sports of Tourism Minister The to Advisor and Sports Ministry of Tourism - Board Chairman of Supervisory Vice Ltd. Co., of Companies Group Central - and importer One of the Founding Members in Thailand, of barcodes in usage owner project Shopping Complex Ladprao Central Ltd. Co., of Companies Group Central ANNUAL REPORT 2014 254 Robinson DepartmentStore Plc. - Chairman Positions inotherlistedcompaniesSET Prin Intertrade Co., Ltd. - Managing Director Central GarmentFactory Co., Ltd. - Managing Director Central Marketing Group Co., Ltd. - President Central Group ofCompanies Co., Ltd. Director ofSupervisory Board - Experience B.A. (Mathematic), St. JohnFisherCollege, U.S.A. - Education 2002 10, July : since Director CPN a Been Committee Advisory oftheNomination andRemuneration CHIRATHIVAT Director MR. SUDHISAK 09 Board andCEO Assessment - Role ofChairmanProgram (RCP) - Year 2000 (FND) Finance for Non-Finance Directors - Year 2003 Director - AccreditaYear 2004 (IOD) Completed Program from Thai InstituteofDirectors Tiang Chirathivat Foundation - Director Age 69 years 69 Age Percentage of Shareholding in the Company : 0.63% : Company the in Shareholding of Percentage tion Program (DAP) Central Plaza Hotel Plc. - Director Central Trading Co., Ltd. - Director HarngChiangmaiDepartmentStore Co., Ltd. - Director Central GarmentFactory Co., Ltd. - Director Central Group ofCompanies Co., Ltd. - Director Positions innon-listedcompanies The JointState-Private Sectors Course, Class 13 National Defence College, - MBA (Operations Research), IonaUniversity, U.S.A. - University ofMaryland (College Park), U.S.A. B.A. (Electrical Engineering), - Education 1995 1, March : since Director CPN a Been Committee Advisory oftheNomination andRemuneration CHIRATHIVAT Director MR. SUDHITHAM 10 - Director Certifi Director Accreditation Program (DAP) - 2007 Year (IOD) Completed Program from Thai InstituteofDirectors Age 67 years 67 Age Percentage of Shareholding in the Company : 0.60% : Company the in Shareholding of Percentage cation Program (DCP) 255 (DCP) Program cation ertifi Percentage of Shareholding in the Company : 0.61% Age 59 years 11 KOBCHAI MR. Director CHIRATHIVAT Committee Member of the Risk Policy Been a CPN Director since : March 1, 1995 Education - University Chulalongkorn (Law), LL.B. - Science), (Political M.A. U.S.A. Dame, of Norte University - of Chicago, University MBA, U.S.A. of Business, School Graduate - College, Defence National 21 Class Course, Sectors Joint State-Private The Experience - & CEO, President and Officer Operating Chief President, Vice Executive Management Development, - Business President Vice Senior Director-Property Plc. Pattana Central - Director, Managing Deputy Manager, Marketing Manager Assistant Ltd. Co., Trading Central Completed Program from Thai Institute of Directors Thai Institute of Directors from Completed Program (IOD) 2003 Year C - Director - Director Ltd. Co., Club Vintage The Positions in non-listed companies Positions - Director Ltd. Co., of Companies Group Central - Director Ltd. Co., Holding Central Positions in other listed companies in SET Positions Director - Independent Plc. International Jasmine Chairman - Vice Plc. Department Store Robinson - Director Plc. Hotel Plaza Central Experience - Committee Chairman of Executive Ltd. Co., of Companies Group Central - Director Plc. Big C Supercenter - on Commerce Committee Member of Member, Thailand Assembly Legislative National The - Director Chamber of Commerce Thai The - President of Bangkhen Club Rotary - Chairman (Starbucks-Thailand) Ltd. Co., Partners Coffee - and Founder President Association Shopping Center Thai - Officer Executive and Chief Director Managing Plc. Pattana Central - Ministry of Commerce The to Advisor Ministry of Commerce The - President, Vice Executive Marketing, Planning, - Store President Development, and Business and Merchandising - Marketing, President Vice Ltd. Co., Department Store Central ANNUAL REPORT 2014 256 B.A.(Accounting), Skidmore College, U.S.A. - Education 1995 1, March : since Director CPN a Been Committee Advisory oftheNomination andRemuneration Member oftheRiskPolicy Committee CHIRATHIVAT Director MR. PRIN 12 Director - C Year 2001 (IOD) Completed Program from Thai InstituteofDirectors Genesis Corporation Co., Ltd. - Director Central Advance System Co., Ltd. - Director Sakura Restaurant Co., Ltd. - Director Central Group ofCompanies Co., Ltd. Director andMemberofExecutive Committee - Positions innon-listedcompanies Malee Sampran Plc. - Director Positions inotherlistedcompanies inSET Central DepartmentStore Co., Ltd. Assistant Branch Management - Age 52 years 52 Age Percentage of Shareholding in the Company : 0.94% : Company the in Shareholding of Percentage ertifi cation Program (DCP) The JointState-Private Sectors Course, Class 22 National Defence College, - Administration (Courts of Justice), Class 13/2008 The Program for Senior Executive Criminal Justice - Program 2004Class 1 - Capital Market Academy Leadership Chulalongkorn University Business Sasin Graduate Institute of Administration, MBA (Business Management), - Central Plaza Hotel Plc. - Director Robinson DepartmentStore Plc. - Director Bumrungrad Hospital Plc. MemberofAudit Committee - Positions inotherlistedcompaniesSET Thanachart Securities Plc. - Investment Banking Central Department Store Co., Ltd. - Executive Director General Card Service Co., Ltd. - Director Interlife JohnHancock Assurance Plc. - Executive Director Indara Insurance Plc. - Director DhanamitrFactoring Plc. - Director Bualuang Securities Plc. ChairmanofAudit Committee - Marketing ForAlternative Investment (MAI) - Advisor Malee Sampran Plc. - Director Experience 257 tion Program (DAP) tion Program Percentage of Shareholding in the Company : 0.0001% Age 56 years Completed Program from Thai Institute of Directors Thai Institute of Directors from Completed Program (IOD) 2005 Year (DCP) Program Certificate Director 2004 Year Accredita Director Been a CPN Director since : April 25, 2014 Education - University Chulalongkorn B.Sc., - of Technology Institute Asia M.Eng., - Program Leadership Academy Market Capital 7 Class 2008, Experience - Director Plc. Mate Office - President Director, Executive Director, Plc. Department Store Robinson Subsidiaries and its - President Ltd. B2S Co., - President Ltd. Co., Retail Power CRC Director - Managing Plc. Big C Supercenter 13 PREECHA MR. Director EKKUNAGUL & CEO President Committee Member of the Risk Policy tion Program (DAP) (DAP) tion Program cer Program (CFO) Program cer udit Committee udit Committee (DCP) Program cation ertifi Chief Financial Offi Chief Year 2010 Year - Advanced A Completed Program from Thai Institute of Directors Thai Institute of Directors from Completed Program (IOD) (AACP) Year 2009 Program - Risk Management Fraud Monitoring (MFM) 2007 Audit the Internal Monitoring - Year of of the Quality Monitoring - (MIA) Function (MFR) Financial Reporting 2006 Year - - of Internal the System Monitoring (MIR) and Risk Management Control Positions in non-listed companies Positions - Committee, Executive Member of Director, CEO Group Deputy Ltd. Co., of Companies Group Central - Director Executive Director, Ltd. Co., Corporation Retail Central - Committee Support Steering University Rajabhat Chiangrai 2005 Year Accredita - Director 2000 Year C - Director - (ACP) Program Committee Audit - (RCP) of Chairman Program Role ANNUAL REPORT 2014 258 er21 - PoompalungPandin Class 3 - Year 2014 Other Programs/Seminar Thai ShoppingCenter Association - President Positions innon-listedcompanies Central DepartmentStore Co., Ltd. - Vice President Central Supermarket - Managing Director Tops Supermarket Co-Chief Executive Officer - Central Pattana Plc. Executive Vice President - Central Retail Corporation Co., Ltd. Executive Vice President - Experience The JointState-Private Sectors Course, Class 55 National Defence College, - Class Capital Market Academy Leadership10 Program 2010 - Harvard Business School, U.S.A. Advance Management Program-Executive Course, - MBA, University ofHartford, U.S.A. - University ofCalifornia, Los Angeles (UCLA), U.S.A. B.A. (Business Management), - Education years 53 Age Project Construction Business Development and CHIRATHIVAT Senior Executive Vice President, MS. WALLAYA 14 Percentage of Shareholding in the Company : 0.38% : Company the in Shareholding of Percentage BARAMICHAI Senior Executive Vice President, Operation MR. SOMCHART 15 er20 - Director - AccreditaYear 2004 Director Certifi - 2009 Year (IOD) Completed Program from Thai InstituteofDirectors PhoenixPulp andPaper Plc. - Managing Director Thai Containers Group Co., Ltd. - Managing Director Thai BritishDpost. Co., Ltd. - Chairman Thai BritishSecurities Printing Plc. MemberofExecutive Committee Director, MemberofNomination Committee, - Experience University ofPennsylvania, U.S.A. at Wharton, Advanced Management Program (AMP) - Thammasat University - M.B.A, Delft University ofTechnology, Netherlands M.E.(Sanitary), - Chulalongkorn University - B.E. (Sanitary), Education years 64 Age Percentage of Shareholding in the Company : None : Company the in Shareholding of Percentage cation Program (DCP) tion Program (DAP) 259 Division Marketing - Strategic cer Percentage of Shareholding in the Company : None Age 50 years Education Arts), - B.A.(Communication University Chulalongkorn - M.A.(Communication), U.S.A. of North Texus, University The (Marketing), - MBA U.S.A. of North Texas, University The - Ph.D.Communication Management), (Broadcasting University Chulalongkorn Experience - and Technology the Ministry of Science to Advisor and Technology Ministry of Science The - Offi Marketing Chief Ltd. Co., Electronics Samsung Thai Positions Other Current - Communication, Lecturer-Mass Visiting University Arts, of Communication Faculty The Chulalongkorn - Director Authority Waterworks Metropolitan 17 NATTAKIT PH.D. Marketing President, Vice Executive TANGPOONSINTHANA Percentage of Shareholding in the Company : 0.57% Experience - - Leasing, President Vice Executive Development, - Business President Vice Executive - Marketing, President Vice Executive Development, - Business President Vice Manager and Marketing Leasing Senior Plc. Pattana Central - President Vice Executive Ltd. - Food Co., Fast International Thai - President, Vice Executive Manager Marketing Ltd. Co., Garment Factory Central Education - of Architecture, Faculty (Property), Mini MBA University Chulalongkorn - of Commerce Faculty Mini MBA, Accountancy, and University Chulalongkorn - Investment, Estate Real University Administration, of Business Institute Graduate Sasin Chulalongkorn MBA, - Executive University Administration, of Business Institute Graduate Sasin Chulalongkorn Age 53 years SUTHIPAK MR. CHIRATHIVAT Executive Vice President, Office of the President Office President, Vice Executive 16 ANNUAL REPORT 2014 260 J&SImportLtd.,Part. - Manager Central Department Store Co., Ltd. - Director Central Retail Logistic Co., Ltd. General Manager - BigCSupercenter Plc. Director -Softline Merchandising - Robinson DepartmentStore Plc. Senior Vice President -Merchandising - Experience University ofHartford, France - MBA, University ofHartford, U.S.A. - B.A. (Economic), Education years 51 Age CHIRATHIVAT Executive Vice President, Office ofthePresident MRS. NARTTAYA 18 Percentage of Shareholding in the Company : 0.38% : Company the in Shareholding of Percentage SOOKSRIDAKUL Executive Vice President, Property Management MRS. PANIDA 19 Central Pattana Plc. Vice President -Property Management and Management, Senior Vice President -Property Development - Experience Ramkhamhaeng University M.A. (Political Science), - Ramkhamhaeng University B.A. (Political Science), - Education years 60 Age Percentage of Shareholding in the Company : None : Company the in Shareholding of Percentage 261 15, 2008 ary Program (CSP) ary Program August since : Percentage of Shareholding in the Company : 0.001% Age 42 years 2 Class Been Company Secretary Education - and Accountancy), of Commerce (Faculty B.A. University Chulalongkorn - and Accountancy), of Commerce M.A.(Faculty University Thammasat Experience - Department, Finance President, Vice Senior Department, Finance President, Vice Plc. Pattana Central Auditor - Assistant Ltd. Pricewaterhouse Ltd.) Co., ABAS (Currently-PricewaterhouseCoopers Thai Institute of Directors from Completed Program (IOD) 2002 Year - Secret Company 21 NAPARAT MS. Finance, President, Vice Executive SRIWANVIT and Risk Management Accounting Secretary Company Percentage of Shareholding in the Company : 0.001% NARIT MAJOR RATANAPHICHETCHAI Experience - Development Business President, Vice Senior Plc. Patana Central - Development Project President, Vice Senior Plc. Development Noble Officer, - Commissioned Department Engineer Post Army Thai Royal - Lecturer, Visiting University and Accountancy of Commerce Faculty TU-RE Thammasat - of Architecture MRE Faculty Lecturer, Visiting University Chulalongkorn Education ARCH, - B. University Chulalongkorn ARCH, - M. University Chulalongkorn - Financial Management, Executive University Chulalongkorn - Course, Basic Officer Engineer Department, Engineer Army Thai Royal - Course, Advance Officer Engineer Department, Engineer Army Thai Royal Executive Vice President, Project Development 1 Development Project President, Vice Executive Age 55 years 20 ANNUAL REPORT 2014 262 Royal Thai Air Force Academy - Instructor P.A. Design Co., Ltd. - Engineer Consult Quality Houses Public Co., Ltd. - Assistant Manager Quality Houses Public Co., Ltd. - Vice President Quality Houses Public Co., Ltd. Senior Vice President - Ltd. Co., Ville Casa - Director SC Asset Corporation Public Co., Ltd. (Low Rise) Executive Vice President Property Development - SC Asset Corporation Public Co., Ltd. Chief Operating Officer - Experience The JointState-Private Sectors Course, Class 55 National Defence College, - Kasetsart University - M.B.A, Chulalongkorn University B.E. (Civil Engineering), - Education years 51 Age Special Project Development KREE DEJCHAI Executive Vice President, FLIGHT LIEUTENANT 22 Percentage of Shareholding in the Company : None : Company the in Shareholding of Percentage SRIVIKORN Executive Vice President, Corporate Strategy MRS. APRIL 23 McKinsey &Company - Engagement Manager Experience Stanford University, Stanford, CA, U.S.A. Psychology, Bachelor ofArts inEconomics withMinorin - Stanford, CA, U.S.A. Stanford Graduate School ofBusiness, Master ofBusiness Administration, - Education years 33 Age Percentage of Shareholding in the Company : None : Company the in Shareholding of Percentage 263

8 Ltd. Co., Khon Kaen Pattana Central 10330 BKK. Patumwan, I Rd., Rama 999/9 Khonkaen CentralPlaza Shopping Center: 5555 2667 +66 (0) Tel 2,000,000,000 78.13% 7 Ltd. 3 Co., Rama Pattana Central Chongnonsee, Rd., 79 Sathupradit 10120 BKK. Yannawa, 6000 2649 CentralPlaza +66 (0) Shopping Center: Tel 3 Rama 324,738,000 99.99% 6 Ltd. Co., Rattanathibet Pattana Central CentralPlaza Shopping Center: Bangkrasor, Rd., 566 Rattanathibet 562, Rattanathibet 11000 Nontaburi Muang, 800,000,000 2834 6000 +66 (0) Tel 99.99% 4 Ltd. 2 Co., Rama Pattana Central Samaedum, 2 Rd., 160 Rama 10150 BKK. Bangkhuntian, CentralPlaza Shopping Center: 2866 4300 +66 (0) Tel 5 1,500,000,000 Chiangmai Co.,Ltd. Pattana Central 2 Rama Rd., 252-252/1 Wualai 2 Mahidol Rd., 99.99% Chiangmai 50100 Muang, Haiya, CentralPlaza Center: Shopping 5399 9199 +66 (0) Chiangmai Airport Tel 1,000,000,000 99.99% 3 Ltd. Co., Realty Suan Lang Patumwan, Lumpini, Rd., Suan 95/3 Lang rent for shop space 2277 2652 +66 (0) 10330 Tel BKK. and condominium Residential 1,000,000,000 99.99% 1 Ltd. Co., Services Realty Central Patumwan, I Rd., Rama 999/9 5555 2667 +66 (0) 10330 Tel BKK. 2 Ltd. of Shopping Center Co., Servicing Food Avenue Central Chatuchak, Rd., Phaholyothin 1697 Facilities 10900 BKK. Chatuchak, 6000 2793 +66 (0) 1,000,000 Tel and servicing of shopping complex and operations Restaurant 99.99% 5,000,000 center food 99.99% GENERAL INFORMATION OF BUSINESS INFORMATION GENERAL 10% UPWARD COMPANY THE HELD BY Company of Business Nature Capital Registered of Percentage (THB) Shareholding ANNUAL REPORT 2014 264 (H) Shareholding (THB) Percentage of Registered Capital Nature ofBusiness Company K.120Tl+6()24 00 CentralFestival Samui CentralPlaza Ubonratchathani, and CentralPlaza Phitsanulok, ShoppingCenter: CentralPlaza Udonthani, 15.00% 500,000,000 BKK. 10230Tel ShoppingCenter: +66(0) 2947 5000 5/5-6M.7 Ramindra Rd., Kannayao, Udon Thani, SiamRetail Development Co., Ltd. 14 Tel +66(0) 26407000 K.120Tl+6()24 00 12.00% 125,000,000 Real Estate Developer BKK. 10230Tel +66 (0) 2947 5000 5/5M.7 Ramindra Rd., Kannayao, Square RitzPlaza Co., Ltd. 15 90.00% 2,511,938,100 Centara Hotel &Convention Centre Servicing ofShoppingCenter 99.99% Facilities at CentralWorld, 2,500,000,000 ShoppingCenter: CentralFestival Patumwan, BKK. 10330 4/4 4, 4/1-4/2, Ratchadumri Rd., 99.99% Central World Co., Ltd. 13 1,160,563,400 Tel +66(0) 2667 5555 999/9, Pattaya Rama IRd., Beach Patumwan, BKK. 10330 at CentralPlaza BangnaProject CPNPattaya Co., Residential/Playland Ltd. 12 ShoppingCenter/Office/ BKK. 10260Tel +66(0) 2763 6000 587, 589Bangna-Trad Rd., Bangna, 93.30% BangnaCentral Property Co., Ltd. 11 99.99% 3,200,000,000 Tel +66(0) 21035999 Grand Rama 9 9/9 ShoppingCenter: Rama 9Rd., CentralPlaza HuaiKhwang, BKK. 10310 900,000,000 Central Pattana NineSquare Co., Ltd. 10 Shopping Center: CentralPlaza Tel +66(0) 2667 5555 999/9 Rama Chonburi IRd., Patumwan, BKK. 10330 Central Pattana ChonburiCo., Ltd. 9

Property Co., Ltd. 10.00%) Plaza Co., Ltd. 3%) Ltd. Co., Plaza andSquare Ritz (Held by BangnaCentral (Held by Lang Suan (Held by Lang Suan (Held by Lang Suan Realty Co., Ltd. 12% Ltd. Co., Realty Realty Co., Ltd.) Co., Realty Ltd.) Co., Realty

265

Realty Co., Ltd.) (Held by Lang Suan Lang by (Held Floor, Floor, Floor, Floor, Pinklao, CentralPlaza nd nd -22 -22 st st Fl., South Sathorn Rd., Rd., Sathorn South Fl., Rd., Sathorn South Fl., nd nd 10900 BKK. Chatuchak, Rd., Ratchadapisek 1500 2949 +66 (0) Tel. Chatuchak, Rd., Ratchadapisek 10900 BKK. 1500 2949 +66 (0) Tel. Office Pinklao CentralPlaza Chiangmai Airport CentralPlaza and B, A & Tower Tower 10120 BKK. Sathorn, Yannawa, 2686 6100 +66 (0) Tel. 10120 BKK. Sathorn, Yannawa, 2686 6100 +66 (0) Tel. 21 Ltd. Co., Management CPN Construction Management Construction 10330 BKK. Patumwan, I Rd., Rama 999/9 5555 2667 +66 (0) Tel unitholders type owner from capital : * Only Remark 1,000,000 99.93% 20 by Fund 5 Managed Business Thai Pcl. Management Asset Thai Krung in Investment Property 32 Tower, 1 Empire Bangna CentralPlaza 76,160,000* 100.00% 19 by Fund 4 Managed Business Thai Pcl. Management Asset Thai Krung 32 in Investment Property Tower, 1 Empire CentralWorld 5,443,793,158.53* 100.00% 18 Leasehold Growth CPN Commercial Asset SCB by Fund Managed Property in Investment Property Ltd. Co., Management CentralWorld at Offices The 21 3, Plaza Park 19 SCB 4,394,381,700 25.00% 16 Ltd. Co., Agrocity Ayudhya Bangchalong, Rd., M.2 Bangna-Trad 47 10540 Samutprakarn Bangplee, 2399 4510 +66 (0) Tel 17 Property Leasehold Growth CPN Retail Developer Estate Real in Investment Property 2, Rama Management Asset CentralPlaza SCB by Fund Managed Ltd. Co., 21 3, Plaza Park 19 SCB 400,000,000 24,406,207,630 26.69% 11.85% 3, Rama CentralPlaza Company of Business Nature Capital Registered of Percentage (THB) Shareholding ANNUAL REPORT 2014 266 (H) Shareholding (THB) Percentage of Registered Capital Nature ofBusiness Company Ivsmn iie 100.00% HKD10,000 100.00% 99.99% HKD10,000 1,000,000 Central, HongKong Real Estate Developer 30/F Jardine HouseOneConnaught Place 99.99% Global Commercial Property 30 Limited Real Estate Developer Central, Hong Kong Real Estate Developer 1,000,000,000 30/F Jardine HouseOneConnaught Place Investment Limited Global Retail Development & 29 Real Estate Developer Tel +66(0) 2667 5555 99.96% 999/9 Rama IRd., Patumwan, BKK. 10330 99.99% 1,000,000 CPN Korat Co., Ltd. 28 1,341,600,000 Tel +66(0) 2667 5555 999/9 Rama IRd., Patumwan, BKK. 10330 HumanCapital Management CPNRayong Co., Ltd. 27 99.94% Tel +66(0) 2667 5555 Real Estate Developer 999/9 Rama IRd., Patumwan, BKK. 10330 1,000,000 andCentralPlaza Lampang CPNLearning Center Co., Ltd 26 Tel +66(0) 2667 5555 999/9 Rama IRd., Patumwan, BKK. 10330 CPNComplex Co., Ltd. 25 Real Estate Developer Tel +66(0) 2667 5555 CentralPlaza Suratthani, 99.99% Tel +66(0) 2667 5555 700,000,000 999/9 Rama IRd., Patumwan, BKK. 10330 CPNGlobal Co., Ltd. 23 Tel +66(0) 2667 5555 CentralPlaza Chiangrai, 999/9 Rama IRd., Patumwan, BKK. 10330 ShoppingCenter: Central Pattana Developmennt Co., Ltd. 22 9/ aaIR. auwn K.130 99.99% 1,863,485,000 Real Estate Developer 999/9 Rama IRd., Patumwan, BKK. 10330 CPNCity Co., Ltd. 24 Central World Co., Ltd.) Central World Co., Ltd.) (Held by (Held by

267

37 Bhd. Sdn. Estate Real i-City Plaza Central Owner Estate and Real Land North Tower, Gardens The 18, Level Putra, Syed Lingkaran City, Mid Valley MYR400,000 Malaysia Lumpur, Kuala 59200 60.00% 36 Bhd. Sdn. i-City Plaza Central North Tower, Gardens The 18, Level Putra, Syed Lingkaran City, Mid Valley Malaysia Management Lumpur, Kuala 59200 Estate Shopping Mall and Real MYR400,000 60.00% 35 Malls i-City Plaza Central Bhd. Sdn. Malaysia North Tower, Gardens The 18, Level Putra, Syed Lingkaran City, Mid Valley Malaysia Lumpur, Kuala 59200 Company Holding MYR400,000 60.00% 34 Bhd. Sdn. Malaysia CPN Malls North Tower, Gardens The 18, Level Putra, Syed Lingkaran City, Mid Valley Malaysia Lumpur, Kuala 59200 Company Holding MYR400,000 100.00% 33 Bhd. Sdn. Estate CPN Real North Tower, Gardens The 18, Level Putra, Syed Lingkaran City, Mid Valley Malaysia Lumpur, Kuala 59200 Company Holding MYR400,000 100.00% 31 (Shanghai) Central Ltd. Co., Consulting Management (No.3) Jiangchang No.238 1107, Room Shanghai, Zhabei District, Road, 32 Bhd. Sdn. CPN Venture North Tower, Gardens The 18, Level Developer Estate Real Putra, Syed Lingkaran City, Mid Valley Malaysia Lumpur, Kuala 59200 Company Holding CNY16,000,000 100.00% MYR400,000 100.00% Company of Business Nature Capital Registered of Percentage (THB) Shareholding ANNUAL REPORT 2014 268 Mr. Suthikiati Chirathivat 5 0 Mr. Sudhisak Chirathivat 10 9 isWlaaCiahvt - MissWallaya Chirathivat - 19 Mr. Suthiphand Chirathivat 17 Mr. Preecha Ekkunagul 9 2M .Y tnB odcaen - - 22 Mr. Yotin Booddicharern Mr. Suthichai Chirathivat 3 6M .J rr iaia ------27 Mr. Peerapon - 26 - - - Mr.Pattanapeeradej Jarern 25 - Mr. - Jirawisan Thaveepol 24 Mr. Kongseri - - Premchai 23 Mr. Karnasuta Jatesiri - Booddicharern - - Mr. Suthipak Chirathivat 18 - Mr. AnekSithiprasasana 2 29 Mr. Chanavat 28 - - Mr. Uahwatanasakul Noppadon - - - Pattanapeeradej - - 21 Mr. Suthilaksh Chirathivat 1M .I aetC iahvt - - 32 Ms. Puan 31 Mr. Sri Isareit Tey Chirathivat Siew Thuan - - - - Mr. Sudhitham Chirathivat 4 6 r utie hrtia - Mr. Sudthidej Chirathivat 16 Mr. Karun Kittisataporn 15 Mr. Kanchit Bunajinda 14 Mrs. Sunandha Tulayadhan 13 Mr. Chackchai Panichapat 12 Mr. Paitoon Taveebhol 11 Mr. Kobchai Chirathivat 7 Mr. Suthichart Chirathivat 6 3M .S o he S a ------33 Mr. Soon Thien Suan - - - 30 Mr. Sakkanon Chirathivat - - - 20 Mrs. Narttaya Chirathivat Mr. Prin Chirathivat 8 - - Mr. 1 Vanchai Chirathivat IN SUBSIDIARIES LIST OF COMMITTEE

------Central Pattana Plc.

Central Realty Services Co., Ltd.

------Central Food Avenue Co., Ltd.

- Central World Co., Ltd.

- Langsuan Realty Co., Ltd.

Central Pattana Rattanathibet Co., Ltd. ------Bangna Central Property Co., Ltd.

- - - Central Pattana Rama 3 Co., Ltd.

Central Pattana Rama 2 Co., Ltd.

- - Central Pattana Chiangmai Co., Ltd.

------Central Pattana Chonburi Co., Ltd.

------Central Pattana Khon Kaen Co., Ltd.

- - - - CPN Pattaya Co., Ltd. ------Central Pattana Nine Square Co., Ltd. ------

CPN Construction management Co., Ltd.

------Central Pattana Development Co., Ltd.

- - - CPN Global Co., Ltd.

CPN City Co., Ltd.

- CPN Complex Co., Ltd.

CPN Learning Center Co., Ltd

CPN Rayong Co., Ltd ------CPN Korat Co., Ltd

Global Retail Development & Investment Limited ------Global Commercial Property Limited

Central (Shanghai) Management Consulting Co., Ltd.

CPN Venture Sdn. Bhd.

CPN Real Estate Sdn. Bhd. - - - CPN Malls Malaysia Sdn. Bhd.

Central Plaza i-City Malls Malaysia Sdn. Bhd.

Central Plaza i-City Sdn. Bhd.

Central Plaza i-City Real Estate Sdn. Bhd. 269 CENTRALPLAZA BANGNA CENTRALPLAZA RAMA 2 CENTRALWORLD CENTRAL CENTER PATTAYA AIRPORT CENTRALPLAZA CHIANGMAI CENTRALPLAZA RAMA 3 CENTRALPLAZA LARDPRAO CENTRALPLAZA RAMINDRA CENTRALPLAZA PINKLAO 10330 Bangkok Patumwan, Road, Rajdamri 4/1-4/2, : 4, 4/4 Address 10150 Bangkok Bangkhuntian, Samaedum, 2 Road, : 160 Rama Address 10120 Bangkok Yannawa, Chongnonsee, Road, : 79 Sathupradit Address 10260 Bangkok Bangna, (KM.3) Road, 589 Bangna-Trad : 587, Address Chiangmai 50100 Muang, Haiya, Road, 252-252/1 Waulai : 2 Mahidol Road, Address 10700 Bangkok Bangkoknoi, Arunamarin, Road, Baromrachachonnanee : 7/222 Address Chonburi 20260 Banglamung, 2 Road, Sai Pattaya : 78/54 Moo 9, Address 10220 Bangkok Bangkhen, Road, : 109/10 Ramindra Address 10900 Bangkok Chatuchak, Chatuchak, Road, Phaholyothin : 1693 Address 05 09 08 06 07 03 04 02 01

EXISTING PROJECTS EXISTING CPN BY MANAGED 4560 2872 (0) : + 66 Fax 2866 4300 : + 66 (0) Tel 2255 9767 : + 66 (0) 2640 7000 Fax + 66 (0) : Tel 5399 9122-3 : + 66 (0) 5399 9199 Fax : + 66 (0) Tel 6009 2673 : + 66 (0) 6000 Fax 2649 : + 66 (0) Tel 2399 5777 : + 66 (0) 6000 Fax 2763 : + 66 (0) Tel 2552 5513 : + 66 (0) 3000 Fax 2790 : + 66 (0) Tel 2884 8486 : + 66 (0) 5000 Fax 2877 : + 66 (0) Tel 1225-7 3300 3888 ext. : + 66 (0) 3888 Fax 3300 + 66 (0) : Tel 2541 1341 : + 66 (0) 6000 Fax 2793 : + 66 (0) Tel ANNUAL REPORT 2014 270

Tel :+66(0) 5500 0999Fax :+66(0) 5500 0990 Tel :+66(0) 52020999Fax :+66(0) 5202 0900 Tel :+66(0) 4300 1000Fax :+66(0) 4300 1209 Tel :+66(0) 33003333Fax :+66(0) 33003179 Tel :+66(0) 4224 9192 Fax :+66(0) 4224 4639 Tel :+66(0) 3300 3999Fax :+66(0) 33003999ext. 1225-6 Tel :+66(0) 2101 0000Fax :+66(0) 21011343 Tel :+66(0) 21035777 Fax :+66(0) 25266092 17 16 15 14 13 12 11 10 Address :9/99 Moo5Plaichomphon, Muang, Phitsanulok 65000 Address :99/9 Moo13, Robwiang, MuangDistrict, ChiangRai 57000 Address :99, Srichan 99/1 Road, Naimuang, Muang, Khonkaen 40000 Address :55/88-89, 55/91Moo1, Sa-Med, Muang, Chonburi20000 Address :277/1-3, Prajaksillapakhom 271/5 Road, Markkeang, Muangudonthani, Udonthani41000 Address :333/99Moo9, Banglamung, Chonburi20260 Address :99, 99/9 Moo2, Chaengwattana Road, Bangtarad, Pak Kret, Nonthaburi11120 Address 68/919Moo8, Rattanathibet :68/100, Road, Bangkrasor, Muang, Nonthaburi11000 CENTRALPLAZA PHITSANULOK CENTRALPLAZA CHIANGRAI CENTRALPLAZA KHONKAEN CENTRALPLAZA CHONBURI CENTRALPLAZA UDONTHANI CENTRALFESTIVAL PATTAYA BEACH CENTRALPLAZA CHAENGWATTANA CENTRALPLAZA RATTANATHIBET 271

CENTRALFESTIVAL SAMUI CENTRALFESTIVAL CENTRALPLAZA SALAYA CENTRALPLAZA UBONRATCHATHANI CHIANGMAI CENTRALFESTIVAL HATYAI CENTRALFESTIVAL CENTRALPLAZA GRAND RAMA 9 CENTRALPLAZA SURATTHANI CENTRALPLAZA LAMPANG 73210 Nakornpatom Sampran, Bangtoey, Moo 2, 99/20 : 99/19, Address 84320 Suratthani Samui, Borpud, Moo 2, 209/1-209/2 : 209, Address 90110 Songkhla Hatyai, Hatyai, Road, 1518/1, : 1518, 1518/2 Kanchanavanid Address 34000 Ubonratchathani Muang, Mae, Ra : 311 Moo 7 Chae Address Chiangmai 50000 Muang, Ham, Fa Road, Moo 4 Superhighway 99/1, 99/2 : 99, Address 52100 Lampang Muang, Suandok, Rd., Lampang-Ngao : 319 Highway Address 84000 Suratthani Muang, Watpradu, : 88 Moo 10, Address 10320 Bangkok Huai Khwang, 9 Road, Rama : 9/9 Address 23 21 20 25 24 22 19 18

7796 2799 : + 66 (0) Fax 7796 2777 : + 66 (0) Tel 3410 0899 : + 66 (0) 3410 0888 Fax : + 66 (0) Tel 0600 4595 : + 66 (0) Fax 0699 4595 + 66 (0) : Tel 5200 1700 : + 66 (0) 5399 8999 Fax : + 66 (0) Tel 1599 7480 : + 66 (0) 1555 Fax 7480 : + 66 (0) Tel 3599 7796 : + 66 (0) 7796 3555 Fax : + 66 (0) Tel 5401 0599 : + 66 (0) 5401 0555 Fax : + 66 (0) Tel 2103 5990 : + 66 (0) Fax 2103 5999 : + 66 (0) Tel ANNUAL REPORT 2014 272 Facsimile :+66(0) 22962202 Telephone :+66(0) 22963582 CPN174A Bangkok 10120, Thailand and 1222 Rama 3Road, BangPhongphang, Yan Nawa, CPN15OA, Bank ofAyudhyaCPN163A, Public Company Limited Debentures Facsimile :+66(0) 22562406 Telephone :+66(0) 22562323-8 Bangkok 10900, Thailand 9 Ratchadapisek Road, Chatuchak, CPN18OA, Siam Commercial BankPublic Company Limited CPN16OA, CPN164A, Debentures Facsimile :+66(0) 26267542 Telephone :+66(0) 26267503 Pathumwan, Bangkok 10330, Thailand 44 Langsuan Road, Lumpini Sub-District, CPN172A, CIMB Thai BankPublic Company Limited CPN176A, CPN15DA, Debentures REGISTRAR OFUNSECUREDDEBENTURES 4 Thailand Securities Depository Co., Ltd. REGISTRAR OFCOMMON SHARES FIRMS REFERENCE Facsimile :+66(0) 2654 5427 Telephone :+66(0) 22292888 Bangkok 10110, Thailand 62 Ratchadapisek Road, Klongtoey, CPN21OA, CPN156A, and CPN171A CPN171A and CPN156A, CPN21OA, CPN19NA and th Floor, The Stock Exchange ofThailand Facsimile :+66(0) 2677 2222 Telephone :+66(0) 2677 2000 Bangkok 10120, Thailand Yannawa Sub-District, Sathorn, 195 South Sathon Road, 50 Certified Public Account, Registration No.5155 Mr. Thanit Osathalert, KPMG PhoomchaiAudit Ltd. AUTHORIZED AUDITOR 24 TRIS Rating Co., Ltd. AND DEBENTURERATING COMPANY CREDIT RATING Facsimile :+66(0) 22313012 Telephone :+66(0) 22313011 Bangkok 10500, Thailand 191 Silom Road, Silom Sub-District, Bangrak, th th Floor, Silom Complex Building, -51 st Floor, Empire Tower INFORMATION 273 FOR INVESTORS

CENTRAL PATTANA PUBLIC COMPANY LIMITED Share prices and dividend payments for the past five years (2010-2014). Registered Capital: Baht 2,244,000,000 Unit: Baht/share Issued and Paid-up Capital: Baht 2,244,000,000 Year Highest Lowest Dividend Comprising of ordinary shares of 4,488,000,000 shares Price Price Payment Par Value of Baht 0.5 per share

2010 32.50 17.60 0.25 Securities Information 2011 40.00 25.75 0.37 Common shares of Central Pattana Public 2012 81.75 37.75 0.95 Company Limited were listed and traded on the 2013 57.25 1 36.00 1 0.55 Stock Exchange of Thailand with “CPN” as the 1 1 2 abbreviated Security Name. 2014 49.50 37.00 0.65

Remark: 1 At par value of Baht 0.5 per share (par value has been changed Shareholders’ Meeting from Baht 1 per share, effective as of 7th May 2013) The Board of Directors of Central Pattana Public 2 Subject to AGM approval Company Limited agreed to hold the Annual General Meeting of Shareholders (“AGM”) 2015 Movements of CPN Index against SET Index and on 24th April 2015, at 2.00 pm at World Ballroom Property Development Index.

rd 23 Floor, Centara Grand and Bangkok Convention Increase of share 3 years 1 year Centre at CentralWorld, 999/99 Rama I Road, price index Patumwan Sub-District, Patumwan District, Bangkok 10330, Thailand. CPN Index 141% 21% SET Index 45% 22% Investor Relations Property Development Index 97% 33% Contact person: Mr. Chanyuth Waroonthepraksa 3-year comparison of CPN share price, Property Ms. Supatcha Lohwanitchai Index, and SET Index (2012 as base-year)

Address: Index 100 (Jan 2012=100) Central Pattana Public Company Limited 350 st 31 Floor, the Offices at CentralWorld, 300

999/9 Rama I Road, Patumwan Sub-District, 250

Patumwan District, Bangkok 10330, Thailand 200

Telephone : +66(0) 2667 5555 ext. 1614 or 1688 150

Facsimile : +66(0) 2264 5593 100

E-mail : [email protected] 50

0 Dividend Policy Jan-12 Jun-12 Nov-12 Apr-13 Sep-13 Feb-14 Jul-14 Dec-14 CPN CPN has a policy to pay dividend at a rate of Propery Sector SET approximately 40 percent of the annual net profit Source: The Stock Exchange of Thailand (SET) (unless there is a compelling reason against this) ANNUAL REPORT 2014 274 nls etn o hr ure efrac Nvme November November November November May May May 2015(Tentative) May (Opportunity Day) organized by The Stock Exchange ofThailand April Analyst Meeting for third quarter performance May May Announcement ofthird quarter financialresults 2014 Analyst Meetingfor April Announcement ofsecond quarter financial April (Opportunity Day) organized by The Stock Exchange ofThailand Analyst Meeting for first quarter performance March February Announcement offirst quarter financialresults March Dividend payment for prioryear performance March February The AnnualGeneral Meeting oftheShareholders to attend theAGM The closing date oftheshareholders registration bookfor therights (Opportunity Day) organized by The Stock Exchange ofThailand Analyst Meeting for fullyear performance (prioryear) Announcement offullyear financialresults (prioryear) Financial Calendar Financial Calendarfor2014and2015 (Opportunity Day) organized by The Stock Exchange ofThailand second quarter perf

ormance results Augu August st August 275 hai SET Conference 2014 in Hong Kong, organized by The Stock Exchange of Thailand in in of Thailand Exchange Stock The by organized in Hong Kong, 2014 hai SET Conference 10-11 Sept 2014 2014 Sept 10-11 KimEng Securities Maybank by organized in Malaysia, roadshow Non-deal 2014 Oct 13-17 2014 3-4 Dec Securities CLSA by organized in UK and Italy, roadshow Non-deal Securities DBS Vickers by organized in Singapore, roadshow Non-deal 25-27 Jun 2014 2014 Jun 25-27 of Thailand Exchange Stock The by organized York), & New (Boston in USA 2014 SET Roadshow 2014 Aug 28 in Securities Phatra by organized institutions in Bangkok, with foreign 2014 Focus Thailand 2014 2 Sept Securities and Daiwa Securities with Thanachart in cooperation Plc Pattana Central by organized in Bangkok, fund managers Forum with local CEO Merrill Lynch with Bank of America cooperation 26-27 May 2014 2014 May 26-27 Thanachart by organized in Japan, 2014 Day Corporate –Thailand Conference ASEAN Daiwa 13 Jun 2014 T Securities with Daiwa in cooperation Securities Asia Securities and BNP Paribas Securities with Finansia Syrus cooperation 2 Apr 2014 2 Apr 2014 2014 7 May KimEng Securities Maybank by organized in Singapore, 2014 Conference ASEAN Invest 2014 8 May by organized in Bangkok, institutions with foreign 2014 Day Corporate Thai Securities CLSA by organized institutions in Bangkok, with foreign Forum 2014 ASEAN CLSA Securities DBS Vickers with in cooperation of Thailand Exchange Stock The 5 Mar 2014 5 Mar 2014 21 Mar 2014 Securities Phatra by organized in Singapore, 2014 Conference Stars ASEAN Mar 2014 27 Plc Pattana Central by organized in Bangkok, with CEO Briefing Analyst Securities Bualuang by organized in Hong Kong, roadshow Non-deal Merrill Lynch with Bank of America in cooperation Stanley with Morgan in cooperation Investor Relations Activities for 2014 Investor Relations Date Events ANNUAL REPORT 2014 276 41 Ognzto’ upycan 067 012-015 030-032, 072, 119 273 organizations principles, orotherinitiatives to whichtheorganization subscribes Memberships ofassociations andnational orinternational advocacy 096, 114 047-053, 073-074, 148, 079 addressed by theorganization Listofexternally developed economic, environmental andsocialcharters, G4-16 Report whether andhow theprecautionary approach orprinciple is G4-15 Inside Significant changes duringthereporting period Inside Organization’s supply chain G4-14 Percentage oftotal employees 017-019G4-13 Scale oftheorganization G4-12 G4-11 023-025, G4-10 Workforce Nature ofownership andlegal form G4-9 Countries ofoperation G4-8 Markets Location oftheorganization’s headquarters Primary brands, products, andservices figures G4-7 G4-6 served G4-5 G4-4 Description ofkey impacts, risks, andopportunities G4-3 Organization’s Statement from seniordecision-maker Organization Profile G4-2 name G4-1 Strategy andAnalysis General standard disclosure Description GRI Indicator GRI Content Index for “In accordance” -Core GRI INDEX covered by collective barg collective by covered iigareet 090 aining agreements Page Reference Page and Remarks 097-099 cover, 04 047-053 073-074 263-267 096 091 cover, 273

3-053 277

096 096 096 096 None and Remarks Page Reference G4-24 G4-24 period groups List of stakeholder cycle point Reporting G4-28 G4-29 Reporting G4-30 Contact G4-31 G4-32 report of previous Date Assurance G4-33 Governance G4-34 Index GRI Content and Integrity Ethics G4-56 structure Governance 117-120 085, and norms of behavior standards principles, values, Organization’s 114 064, 096 100-101 066, G4-26 G4-26 G4-27 Profiles Report engagement stakeholder to Approaches engagement stakeholder through raised and concerns topics Key 122 085 G4-22 G4-22 G4-23 Engagement Stakeholder reports in previous provided of information restatements of any Effect G4-25 boundaries and aspect in the scope reports previous from changes Significant 096 096 065, of stakeholders and selection Identification 066-067 G4-18 G4-18 G4-19 G4-20 G4-21 boundaries and the aspect content the report defining for Process content report defining for the process in identified aspects Material boundary within the organization Aspect the organization boundary outside Aspect 066-067 096 096 096 GRI Indicator GRI Indicator Description Boundaries and Key Identified Aspects G4-17 financial statements consolidated in the organization’s included Entities 148-149 ANNUAL REPORT 2014 278 non-compliance withenvironmental laws 084 andregulations 079 082 082 082-083 Fines andtotal number ofnon-monetary sanctions for 082-083 082-083 G4-EN29 Total weight of waste by type anddisposal method Reduction ofgreenhouse gas (GHG) emissions 082-083 080-084 Greenhouse gas (GHG) emissionsintensity protected areas G4-EN23 080-084 G4-EN19 Total water discharge by quality anddestination Biodiversity 082 inprotected areas G4-EN18 Energy indirect greenhouse gas (GHG) emissions(Scope 2) andRemarks G4-EN22 080-084 Waste G4-EN12 Total 082-083 volume ofwater recycled andreused Effluents and 084 Water sources significantly affected G4-EN16 by withdrawal ofwater Operational sites owned, leased, managed in, oradjacent 080-084 to, G4-EN10 080-084 Reductions inenergy requirements ofproducts andservices G4-EN9 TotalEmissions water consumption Reduction ofenergy consumption G4-EN11 G4-EN7 G4-EN8 Biodiversity G4-EN6 Energy Page Reference intensity Energy consumption withintheorganization G4-EN5 087, 094-095 Recycled Indirect inputmaterials economic impacts, including theextentWater ofimpacts G4-EN3 087 G4-EN2 G4-EC8 074-078 Energy Materials 094-096 Environment Development and impact ofinfrastructure investments and services Proportion Direct ofhired from economic thelocal value community generated anddistributed impacts G4-EC7 Indirect Economic G4-EC6 supported G4-EC1 Description Market Presence Performance Economic Economic Performance Indicators GRI Indicator

279

ormal agreements ormal agreements Not applicable covered in f safety and Human Rights Human Rights Mechanisms Grievance G4-HR12 Local Communities filed impacts rights about human Grievances G4-SO2 G4-SO1 communities on local impacts with negative Operations engagement community with local Operations None 122 094-096 Forces or Forces Labor Compulsory Indigenous G4-HR6 Rights G4-HR8 labor or compulsory of forced Incidents of indigenous rights involving of violations Incidents None taken and actions peoples None Non- Discrimination of Freedom Association Labor Child G4-HR4 G4-HR3 G4-HR5 of association freedom exercise right to The taken and actions Incidents the to contribute to taken and measures labor, Child 120 090, 120 090, labor abolition of child effective None Diversity and Diversity equal G4-LA12 Opportunity Practices Labor G4-LA16 Grievance category per employee of employees Breakdown Mechanisms practices about labor Grievances 092 087, of diversity indicators to according 121 090, Training and Training Education G4-LA9 G4-LA10 of training hours Average learning and lifelong management Skills G4-LA11 reviews development and career Performance 089 089-090 088 Occupational and Health G4-LA5 Safety health joint management-worker in formal Workforce G4-LA2 G4-LA8 employees full-time to provided Benefits 093 topics and safety Health 090-091 GRI Indicator GRI Indicator Social Employment G4-LA1 Description hires employee of new and rates number Total 087-088 Reference Page and Remarks unions with trade no employee as unions trade joins any ANNUAL REPORT 2014 280 opine 4P9 ie o o-opine None notextend political None as theCompany does None andlosses ofcustomer 122 andRemarks Fines for non-compliance Complaints regarding breaches ofcustomer privacy data 071 G4-PR9 093-094 Incidents ofnon-compliance G4-PR8 Compliance None Privacy Results of surveys measuring customer satisfaction G4-PR7 non-compliance withlaws Notapplicable andregulations Customer Incidents of non-compliance Communication None Page None Reference Marketing G4-PR5 andresolved G4-PR2 Health andsafety impacts assessment Service Labeling Product and Grievances aboutimpacts onsociety filed, addressed, 088, 121 and Safety 098, 121 G4-PR1 Customer Health Fines and non-monetary sanctions for G4-SO11 Impacts onSociety Incidents ofcorruption andactions taken Mechanisms for G4-SO8Grievance Communication andtraining onanti-corruption Political contributions G4-SO5 Compliance G4-SO4 G4-SO6 Riskassessment oncorruption Description Public Policy G4-SO3 Anti-Corruption Social GRI Indicator donations