CENTRAL PATTANA PUBLIC COMPANY LIMITED Location 30th – 33rd Floors, The Offices at CentralWorld, 999/9 Rama I Road, Patumwan Sub-District, Patumwan District, Bangkok 10330, Thailand Telephone : +66 (0) 2667 5555 Facsimile : +66 (0) 2264 5593 Corporate Website: www.cpn.co.th Registration No: 0107537002443 Year of Establishment: 1980 Business Overview: Develop and invest in retail property for rent comprising large-scale shopping complexes and other related supportive businesses. In addition, the Company invests in retail property fund and acts as a property manager of the fund. Securities Information Common shares of Central Pattana Public Company Plc. were listed and traded on the Stock Exchange of Thailand in 1995 under the abbreviated security name of “CPN”. Registered Capital: Baht 2,178,816,000 Issued and Paid-up Capital: Baht 2,178,816,000 Comprising ordinary shares of 2,178,816,000 shares Par value of Baht 1 per share Contacts Corporate Secretary Telephone : +66 (0) 2667 5555 Ext.1678 and 1687 Facsimile : +66 (0) 2264 5593 Email : [email protected] Investor Relations Telephone : +66 (0) 2667 5555 Ext.1614 and 1688 Facsimile : +66 (0) 2264 5593 Email : [email protected] 14 18 22 24 25 28 CONSOLIDATED MESSAGE FROM REPORT OF THE REPORT OF THE REPORT OF THE REPORT OF THE OPERATIONAL & THE BOARD AUDIT COMMITTEE NORNIMATION & RISK MANAGEMENT CORPORATE FINANCIAL REMUNERATION COMMITTEE GOVERNANCE HIGHLIGHTS COMMITTEE COMMITTEE 57 66 70 73 76 77 ASSETS UNDER CPN'S FUTURE PROJECTS VISION & MISSIONS BUSINES STRATEGY CORPORATE VALUES NATURE OF MANAGEMENT BUSINESS 107 122 125 132 134 144 SUSTAINABILITY RISK FACTORS CAPITAL STRUCTURE ORGANIZATION MANAGEMENT NOMINATION OF MANAGEMENT CHART STRUCTURE DIRECTORS AND MANAGEMENT 243 252 256 257 260 261 MANAGEMENT GENERAL LIST OF COMMITTEE EXISTING PROJECTS REFERENCE FIRMS INFORMATION FOR BIOGRAPHY INFORMATION OF IN SUBSIDIARIES MANAGED BY CPN INVESTORS BUSINESS HELD BY THE COMPANY 10% UPWARD CONTENTS 30 32 36 38 42 49 BOARD OF AWARDS OF GREAT 2012 YEAR IN BRIEF ECONOMIC AND 2012 FINANCIAL CPN TODAY DIRECTORS AND PRIDE IN 2012 RETAIL INDUSTRY PERFORMANCE MANAGEMENT OVERVIEW IN 2012 REVIEW TEAM 82 83 85 99 102 106 GROUP STRUCTURE REVENUE CORPORATE ORGANIZATION HUMAN RESOURCE HUMAN CAPITAL OF THE COMPANY STRUCTURE OF THE GOVERNANCE DEVELOPMENT MANAGEMENT DEVELOPMENT AND ITS COMPANY AND ITS SUBSIDIARIES SUBSIDIARIES 147 150 161 162 163 242 REMUNERATION OF CONNECTED RESPONSIBILITY AUDIT REPORT OF FINANCIAL AUDITOR'S FEE DIRECTORS AND TRANSATIONS OF THE BOARD CERTIFIED PUBLIC STATEMENTS MANAGEMENT OF DIRECTORS ACCOUNTANT TO FINANCIAL STATEMENT To be the most Most Admired World-Class admired and dynamic Dynamic Regional Retail Developer Rewarding regional retail property Retail Developer Retail Developer Of All Stakeholders Experience developer with world-class rewarding experience Thailand’s shopping complex pioneer, through decades of hard-earned experience, is still on its march to perfection with commitment to success in larger arenas. Success that accompanies everyone’s happiness. A force to be reckoned with in Thailand’s retail property management-and the undisputed leader-is now poised for international ventures. Innovations are what CPN has brought to today’s shopping scene. Yet, by no means do we intend to stop there. We strive to become the definitive source of merchandise for customers and business partners alike—in short, the shopping centers of choice. What makes us a leading brand is our string of successes, recognized by world-class institutions. As such, we’re constantly offering breakthrough lifestyles, sophistication, and diversity-above all, experience beyond expectations. At CPN, success doesn’t come from a handful of people. Rather, we attribute our success and quality to teams dedicated to the same goals-total trust from customers, business partners, and tenants. 14 | 15 CPN ANNUAL REPORT 2012 CONSOLIDATED OPERATIONAL AND FINANCIAL HIGHLIGHTS 82% 5% Office Retail 4% Hotel 4% Food & Beverage 5% Other Income Remarks : Excludes interest income, dividend income, share of profit from associate, and non- recurring income. 761,111 97% 967,430 96% 964,612 95% 1,085,102 96% 1,125,492 97% 144,280 94% 163,746 86% 163,991 81% 175,831 87% 169,133 96% ,08 ,09 ,10 ,11 ,12 ,08 ,09 ,10 ,11 ,12 SHOPPING Ratail leasable area (sqm) OFFICE Office leasable area (sqm) CENTER Occupancy rate (%) Occupancy rate (%) Ratail leasable area (sqm) Office leasable area (sqm) Occupancy rate (%) Occupancy rate (%) 15 , 43,784 , 50,895 53,869 64,059 70,284 , 28,610 , 31,887 , 34,952 , 43,611 , 44,384 , 15,173 , 19,008 , 18,918 , 20,448 , 25,900 08 09 ,10 ,11 ,12 08 09 10 11 12 08 09 10 11 12 TOTAL ASSETS TOTAL LIABILITIES TOTAL SHAREHOLDERS’EQUITY (Million Baht) (Million Baht) (Million Baht) 9,271 11,755 11,388 12,766 17,687 2,158 2,292 1,552 1,871 4,413 0.99 1.05 0.71 0.86 2.03 6.65 8.57 8.48 9.16 11.64 ,08 ,09 ,10 ,11 ,12 ,08 ,09 ,10 ,11 ,12 ,08 ,09 ,10 ,11 ,12 ,08 ,09 ,10 ,11 ,12 TOTAL REVENUES ADJUSTED NET PROFIT ADJUSTED EARNINGS BOOK VALUE PER PER SHARE SHARE (Million Baht) (Million Baht) (Baht) (Baht) 16 | 17 CPN ANNUAL REPORT 2012 As at 31 December 2008 2009 2010 2011 2012 Operational performance of assets under CPN’s management Leaseable Area (square metres) 911,764 1,137,549 1,134,976 1,267,306 1,300,998 > Retail 761,111 967,430 964,612 1,085,102 1,125,492 > Office 144,280 163,746 163,991 175,831 169,133 > Hotel (room) - 255 557 561 561 > Residential 6,373 6,373 6,373 6,373 6,373 Occupancy Rate (%) > Retail 97% 96% 95% 96% 97% > Office 94% 86% 81% 87% 96% > Hotel - 68% 50% 45% 76% > Residential 69% 67% 67% 52% 59% Consolidated Financial Results Unit : (‘000 Baht) Total Revenues 1) 9,270,743 11,754,650 11,387,613 12,765,702 17,687,323 Revenue from Rental & Service, Food & Beverage, Hotel 8,598,631 10,934,257 10,529,901 11,950,730 16,761,773 Cost of Rental & Service, Food & Beverage, Hotel 4,889,596 6,696,678 6,924,476 7,783,446 9,433,399 Gross Profit 2) 4,381,147 5,057,972 4,463,137 4,982,256 8,253,924 Net Profit 2,185,788 4,951,623 1,124,866 2,058,123 6,188,698 Adjusted Net Profit 2) 2,157,858 2,292,460 1,551,950 1,871,108 4,412,862 Remarks: 1) Excludes interest income, dividend income, share of profit of associate, and non-recurring incomes. 2) Excludes non-recurring items. 3) Net interest-bearing debt excludes loans from related parties. 4) Excludes minority interest in subsidiaries. 5) Basic earnings per share only attributable to ordinary shareholders. 17 As at 31 December 2008 2009 2010 2011 2012 Consolidated Financial Position Unit : (‘000 Baht) Total Assets 43,783,780 50,895,450 53,869,402 64,059,165 70,283,819 Total Liabilities 28,610,457 31,887,348 34,951,652 43,610,988 44,383,845 Net Interest-Bearing Debt 3) 12,768,404 14,128,862 17,452,337 24,300,067 21,357,620 Total Shareholders’ Equity 15,173,322 19,008,102 18,917,749 20,448,177 25,899,974 Retained Earning 10,089,338 14,539,840 14,339,464 15,828,190 21,210,726 Issued and Paid-up Share Capital 2,178,816 2,178,816 2,178,816 2,178,816 2,178,816 Total Number of Shares (‘000 Shares) 2,178,816 2,178,816 2,178,816 2,178,816 2,178,816 Consolidated Financial Ratios Net Interest-Bearing Debt to Equity 3) (time) 0.84 0.74 0.92 1.19 0.82 Gross Profit Margin 2) (%) 47.26 43.03 39.19 39.03 46.67 Net Profit Margin 2) (%) 22.02 18.74 13.03 14.06 24.05 Return on Assets (%) 5.40 10.46 2.15 3.49 9.21 Return on Equity 4) (%) 15.89 29.85 6.06 10.71 27.31 Earnings per Share 5) (Baht) 1.00 2.27 0.52 0.94 2.84 Adjusted Earnings per Share 2) 5) (Baht) 0.99 1.05 0.71 0.86 2.03 Book Value per Share (Baht) 6.65 8.57 8.48 9.16 11.64 Dividend per Share (pay in the following year) (Baht) 0.33 0.58 0.25 0.37 0.95 MESSAGE FROM THE BOARD TO THE SHAREHOLDERS OF area. Customer response has been CENTRAL PATTANA PUBLIC tremendous, whether service users ROBUST FINANCIAL PROFILE COMPANY LIMITED or leading shop owners that added to CPN and its subsidiaries grossed its strength and diversity. Indeed CPN revenues of Baht 19,541 million this It was another terrific year for our takes great pride in this accomplish- year, a rise of 50% from last year, and business, with the launches of all our ment. planned going very smoothly in both netted a profit of Baht 6,189 million performance and outcomes, unlike two Other current projects are ongoing in a this year, a rise of 20% from last year. years ago, when CentralWorld under bid to make CPN-managed properties The sharp rise in performance results went prolonged suspension and truly complete, modern, and responsive naturally came from an extraordinary CentralPlaza Lardprao underwent a to customers’ needs while supplementing item, namely the profit derived from the major overhaul. And while the overall long-term value to properties. inclusion of The Offices at CentralWorld economic conditions this year was with CPNCG (CPN Commercial Growth expanding at a slower rate in line with To lay down a firm domestic business Fund).