CPN RETAIL GROWTH LEASEHOLD PROPERTY FUND Corporate presentation - - PowerPoint PPT Presentation

CPN RETAIL GROWTH LEASEHOLD PROPERTY FUND Corporate presentation

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Important notice

THIS PRESENTATION IS AVAILABLE ONLY TO PERSONS WHO ARE NON-U.S. PERSONS, PERSONS WITH ADDRESSES OUTSIDE THE U.S. AND CANADA. The information contained in this presentation is for information purposes only and does not constitute an offer or invitation to sell or the solicitation

• f an offer or invitation to purchase or subscribe for units in CPN Retail Growth Leasehold Property Fund (“CPNRF” and units in CPNRF, “Units”) in

any jurisdiction nor should it or any part of it form the basis of, or be relied upon in any connection with, any contract or commitment whatsoever. This presentation is not an offer for sale of securities in the United States. The securities described in this presentation have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"). The securities described herein may not be offered or sold in the United States absent registration under the Securities Act or pursuant to exemption from registration. Any offer of securities of CPNRF will be made by means of an offering circular that will contain detailed information about CPNRF and its management, including financial statements. This presentation may include information which is forward-looking in nature. Forward-looking information involve known and unknown risks, uncertainties and other factors which may impact on the actual outcomes, including economic conditions in the markets in which CPNRF operates and general achievement of CPNRF business forecasts, which will cause the actual results, performance or achievements of CPNRF to differ, perhaps materially, from the results, performance or achievements expressed or implied in this presentation. This presentation has been prepared by the Management Company and the CPNRF Property Manager. The information in this presentation has not been independently verified. No representation, warranty, express or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information and opinions in this presentation. None of the Management Company, the CPNRF Property Manager, or any of its agents or advisers, or any of their respective affiliates, advisers or representatives, shall have any liability (in negligence or otherwise) for any loss howsoever arising from any use of this presentation or its contents or otherwise arising in connection with this presentation. This presentation is made, furnished and distributed for information purposes only. No part of this presentation shall be relied upon directly or indirectly for any investment decision-making or for any other purposes. This presentation and all other information, materials or documents provided in connection therewith, shall not, either in whole or in part, be reproduced, redistributed or made available to any other person, save in strict compliance with all applicable laws.

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1. Transaction summary 2. Overview of CPNRF 3. The new asset: CentralPlaza Pinklao 4. Benefits of the acquisition and capital increase 5. Transaction structure A. Appendix

Table of contents

01

TRANSACTION SUMMARY

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Transaction summary

Transaction status update

—

In 2008, unitholders approved capital increase to invest in two assets: CentralPlaza Pinklao and CentralPlaza Chiang Mai Airport

—

Transaction was postponed due to negative sentiment in global markets and Thailand’s political instability towards end of 2008

—

With improvement in market condition and Thailand’s political landscape, the investment committee of CPRNF has decided to re-activate the capital increase

—

CPNRF currently meeting unitholders to seek support for the unitholder vote on 17 Aug 2009 Key differences between previous and current proposed transaction

—

CPNRF will invest only in one asset (CentralPlaza Pinklao) this time

–

Smaller capital increase to ensure success under volatile market conditions

—

Expect to partially fund the investment with up to 10% gearing

–

Take advantage of Thai banks’ liquidity and improve CPNRF cost of capital

—

Change of fund manager to SCB Asset Management (current manager TMBAM)

–

Property manager remains CPN

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Transaction summary (cont’d)

Terms of the capital increase

—

Pricing must result in accretion to FY2010 DPU in order to proceed

—

Offering structure will comprise:

–

No less than 50% rights offering

–

The balance as a public offering and/or private placement

—

CPN will take up pro-rata entitlements in a rights offer

—

Expect an underwritten offering to ensure certainty of outcome Key dates

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Dispatch of circular and voting documents: 31 July 2009

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Unitholder meeting: 17 August 2009

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Submission to SEC: Mid August 2009

—

Completion of capital increase and investment: November 2009

02

OVERVIEW OF CPNRF

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Property fund for public offering (“PFPO”)

Structure overview

Investment mandate

—

Properties located in Thailand

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Minimum 75% of fund to invest in properties; Maximum 20% of uncompleted properties

—

Maximum 20% of fund to invest in money market instruments(1) Appraisals

—

Properties to be appraised every two years and to be reviewed every year Gearing

—

Gearing allowed to up to 10% of NAV(2) Dividend policy

—

Pay out a minimum of 90% of net profit Taxation

—

Foreign (non-Thai), Thai listed, and Thai non-listed institutions are exempt from withholding taxation income and capital gains

Notes: (1) According to the rules, this excludes government bonds, treasury bills and bonds issued by other qualified institutions (2) According to Notification of the SEC No. KorNor. 9/2551 re: Rules, Conditions and Procedures for Establishment and Management of the Fund (No.5)

Foreign

• wnership

—

No foreign ownership limit

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Key investment highlights

• High quality shopping malls in Thailand’s leading cities

Highly recognized brand Proven track record of organic growth Strong acquisition pipeline Strong sponsorship by CPN Best-in-class among Thai PFPOs and comparable to other Asian REITs

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Vacant, 2% Others, 16% Entertainment and leisure 15% Food and beverage 12% Electrical appliance and furnishing 16% Fashion beauty and health 19% Department store 20%

High quality existing portfolio

CentralPlaza Rama II & CentralPlaza Ratchada-Rama III

― CPNRF invests in the leasehold rights of two retail shopping malls in Bangkok: CentralPlaza Rama II (70% portfolio by leasable area) and CentralPlaza Ratchada-Rama III (30% portfolio by leasable area), with a total leasable area of 133,313 sqm ― Rama II is a prime complex in one of Bangkok’s fast-growing neighbourhoods, while Rama III is an urban shopping mall in an expanding business district ― The two malls enjoy the benefits of a well-diversified tenant mix ― The popularity of the malls with shoppers in Bangkok ensured consistently high occupancy rates

Portfolio Occupancy

Consistently high occupancy rates Well-diversified tenant mix by leasable area

Source: CPN, as at 30 June 2009 Source: CPN, as at 30 June 2009

99.0% 98.0% 96.8% 98.5% 98.1% 90% 92% 94% 96% 98% 100% 2005 2006 2007 2008 2Q09

10 0.29 0.78 0.82 0.87 0.23 0.0 0.2 0.4 0.6 0.8 1.0 2005 (annualized) 2006 2007 2008 2009 (annualized) Actual Annualized 94,000 116,000 129,000 160,000 149,000 65,000 58,000 71,000 83,000 85,000 159,000 174,000 200,000 243,000 234,000 50,000 100,000 150,000 200,000 250,000 300,000 2005 2006 2007 2008 2Q09 Rama II Rama III

Proven track record of strong organic growth

Distribution growth Growth in average daily traffic

Distribution per unit (THB) Source: CPN, as at 30 June 2009 Note: Figures rounded to the nearest thousands CAGR in DPU growth (annualized)

• f 5.3%

― Proven strong organic growth since the IPO in 2005 – Daily traffic grew by CAGR of 11.7% from 2005 to 2Q09 – Able to increase rental rates for renewals and new leases every year ― Strong operating performance results in DPU growth every year, with CAGR of 5.3% from 2005 to 1Q09 (annualized)

Source: CPN, as at 31 March 2009

Increase in rental rates for renewals and new leases

Source: CPN (1) From 1 January 2009 to 30 June 2009 (2) Excludes rental agreement with revenue sharing clause Note: Excludes rental agreements < 1 year; % renewal as per total leasable area for each respective period

6.8% 20.7% 14.1%

% of renewal / new leases to total area

4.8% 5.7% 8.0%

Increase in rental per annum(2)

2007 2008 2Q091

Year of renewal / new leases

Persons per day CAGR in daily traffic

• f 11.7%

Annualized Annualized

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Ladprao 55,583 sqm

Strong acquisition pipeline …

Source: CPN pre-announcement estimate for 2Q09 Notes: Figures are pre-announced estimate, which may vary from the actual announcement (1) Excluding rental agreements < 1 year, such as kiosk, carts, ATMs and coin machine (2) Percentage based on leaseable area (3) Represent the areas that remain with CPN (which CPNRF did not invest during the initial investments (IPO) such as long-term lease areas, etc) (4) Represent leaseable retail areas of the projects (include both the areas that the Fund will invest and that it will not (such as long-term lease areas, etc) (5) Excluding areas which belong to other Central Group’s members (such as Central Department Store and CRC Specialty Stores)

Chiangmai 76,108 sqm 1996 Pattaya Center 15,225 sqm 1995 Bangna 57,533 sqm Rama II 5,937(3) sqm Rama III 18,192(3) sqm 1997 Chaengwattana 65,613(5) sqm Pattaya Festival 55,038(5) sqm Udon Thani 49,354(5) sqm Chonburi 39,503(5) sqm Opened Rattanathibet 77,244 sqm CentralWorld 184,592 sqm Pinklao 54,220(4) sqm 1995 Ramindra 17,159 sqm 1982

CPNRF has right of first refusal until 2012

2006 2007 2008 2009 2010 2005 2004 2003 2002 2001 2011 2012 1993 Rights of first refusal over 820,000 sqm of retail space (excluding

• ffice) from CPN’s portfolio, including the leasable area to be

acquired from Pinklao 97% 100% 99% 98% 99% 99% 98% 100% 97% 97% Leasable area(1)

Existing properties Proposed acquisition properties Project under development by CPN

Khonkaen 48,700(5) sqm

Occupancy Rate (2) N/A

100% 89% 83% 93%

Recently

• pened

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New design for take-home area

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Completed in April 2009

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Reconfigure of E-Life and XY Arena Zone

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Completed in December 2008

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Addition of new food park

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Completed in April 2008

… combined with asset enhancement plans to sustain growth

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Partial modification of air-conditioning system in Junction X zone

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Completed in December 2008

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Directional signs improvement

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Completed in December 2008

CentralPlaza Rama II CentralPlaza Rama III

13 CPN, 20% CPNRF, 4% The Mall Group, 11% Future Park Rangsit, 5% Siam Paragon, 5% Seacon Square, 5% Siam Future, 6% Fashion Island, 4% Siam Center, 2% MBK, 2% Others, 36%

Leading position in Bangkok retail space CPN’s awards and achievements

CPN sponsorship provides valuable synergies

― For over the past 29 years, CPN has successfully evolved into Thailand’s largest and most- sophisticated property developer and retail management company ― Today, the company owns and manages 14 premium shopping complexes, 6 office buildings and 2 residential condominiums and 1 hotel with about 1.0 million square meters of total leasable area ― One of the most successful property companies in the country – having won many of the highly regarded awards and achievements including “Asia’s Best under a Billion” by Forbes Magazine, ISO 9001:2000 certified for the Head Office and all shopping malls (excl. Chaengwattana, Chonburi, Pattaya Beach, and Udon Thani) ― CPN is included in the SET50 index and FTSE large cap index. The company was also ranked in the Top Quartile category for Good Corporate Governance of Thai listed companies.

Source: CPN Note: Based on 4Q06 CB Richard Ellis’s report and company’s estimate as of March 2009 Source: CPN

Market leader in retail development and property management

Top Corporate Governanace Report 2008 from SET Awards 2008

14 10,096 5,613 15,710 6,698 6,386 5,659 4,165 2,000 4,000 6,000 8,000 10,000 12,000 14,000 16,000 CPNRF SPF TFUND QHPF FUTUREPF

Best-in-class and most liquid Thai PFPO

Market cap of the Thai PFPOs (above THB 4b) ― After the proposed acquisition, CPNRF’s market cap is expected to be more than twice the size

• f the next largest property fund traded in the Stock Exchange of Thailand

― Given our market capitalization, we are also the most liquid commercial PFPO in Thailand ― CPNRF provides one of the best returns among the Thai commercial PFPO universe

Source: Bloomberg as at 28 July 2009 Notes: (1) Assume THB 5,613m for new property valuation which is an average appraised values by Thai Property Appraisal Lynn Phillips Co Ltd (“TPALP”) as of 9 July 2009 and 15 Business Advisory Ltd (“15BIZ”) as of 25 June 2009

Thai commercial PFPO liquidity and returns(1)

Source: Bloomberg as at 28 July 2009 Notes: (1) Total returns = 12 month return on unit price + 12 month return on distribution; 12 month return on unit price is = (current unit price/unit price 12-month before) – 1; 12 month return on distribution = (distribution received within the last 12 month period/unit price 12-month before) (2) Average daily trading volume YTD (3) Stock is illiquid with only 6 trading days YTD. Latest traded value is THB 3,360 as at 28 July 2009

Valuation of new property

(1)

1,794 5,695 4,165 2,128 10,096 860 (THB m) Mkt cap 208 2,220 1,439 N/A(3) 7,855 57 (THB ‘000)(2) Trading vol MJLF QHPF FUTUREPF MIPF CPNRF BKKCP (8.6%) 9.3% (17.9%) (0.7%) 10.4% (11.1%) 1.0% 9.9% (9.0%) 4.0% 8.3% (4.3%) 7.8% 9.4% (1.6%) 13.8% 8.9% 4.9% Total Distribution Unit price 12-month returns on Market cap (THB m)

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11.8% 11.1% 11.1% 9.6% 7.2% 6.2% 6.1% 4.7% 1.6% 8.6% 8.6% 5.8% 4.7% 3.7% 3.5% 2.4% 0.0% 2.0% 4.0% 6.0% 8.0% 10.0% 12.0% 14.0% LMRT SUN STARH CPNRF FCT CMT CRCT Link

Resilient compared to Asia Pacific peers

Asian retail REITs yields and spreads (2) Total 12-month returns of selected Asian retail REITs (1) ― On a total returns basis, the investment performance of CPNRF has been superior vs the average performance of comparable retail REITs in Asia ― CPNRF’s distribution yield is comparable to regional retail REITs despite a balance sheet with no gearing

Source: Bloomberg as at 28 July 2009 Note: (1) Total returns = (12-month unit price change + 12-month distributions) / (Unit price as 12 months ago)

Average distribution yield (excl. CPNRF): 8.3%

12-month distribution yield based on unit price as at 28 July 2009 Spread over risk free rate (10 year government bond issued in local currency) Thailand @ 3.720%: CPNRF Singapore @ 2.510%: SUN, STARH, FCT, CMT, CRCT Hong Kong @ 2.362%: Link Indonesia @ 10.115%: LMRT

35.5% 8.4% 7.8% (6.2%) (22.6%) (25.2%) (31.0%) (31.6%) (50.0%) (40.0%) (30.0%) (20.0%) (10.0%) 0.0% 10.0% 20.0% 30.0% 40.0% CRCT Link CPNRF FCT LMRT SUN STARH CMT

Average returns (excl. CPNRF):

• 10.4%

Strong unit price appreciation of 28% for the past twelve month period

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THE NEW ASSET — CentralPlaza Pinklao

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20,000 40,000 60,000 80,000 100,000 120,000 140,000 160,000 180,000 200,000 Ladprao RamaII Pinklao Bangna CentralWorld Rama III Chonburi Chiangmai Airport Chaengwattana Rattanathibet Pattaya Festival Ramindra Pattaya Center Udon Thani 2006 2007 2008 2Q09

CPN’s portfolio of top quality assets

Traffic by property (ranked by 2Q09 traffic)

Source: CPN estimates as at 30 June 2009 Note: (1) Gross areas of the whole shopping malls (excluding parking) and include areas of department stores which do not belong to CPN (including those in Ladprao, Pinklao, Bangna, Rama III, Pattaya and Ram Indra).

Persons / day

Gross area(1) (sqm) 127K 156K 143K 178K 131K 108K 160K 200K 47K 85K 295K 101K 105K 40K

Proposed injection to CPNRF The second best property in CPN’s portfolio by financial performance Injected to CPNRF Urban shopping mall in an expanding business district Injected to CPNRF Prime complex in one of Bangkok’s fast-growing neighbourhoods Rama II

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CentralPlaza Pinklao

• The second best performing center in CPN’s

portfolio by financial performance

• Dominant player in its location, no other

comparable quality malls in the same catchment area

• Integrated complex with retail and office

components

• Located on a main road with high level of

connectivity and conveniently accessible by large surrounding residential communities

• Anchored by many strong tenants, which draw

traffic into the mall, including Central Department Store, Tops Supermarket, EGV Cinema, Fitness First Gym & Health Club, etc.(1)

• High level of occupancy for entire shopping

complex at 98.6%(2) and 98.1%(2) for the retail areas to be invested by the Fund during this capital increase

Asset highlights

Catchment area of Pinklao

Note: (1) Central Department Store, Tops Supermarket, EGV Cinema are not located in the area to be invested by the Fund during this capital increase (2) As at 30 June 2009

19 Fashion, health, and beauty 33.4% Entertainment 14.7% Food and beverage 22.7% Electronic and furnishing 12.3% Others 15.0% Vacant 1.9%

CentralPlaza Pinklao

300 87.5% 38 11,335 18 Tower B 1,672 98.1% 105 23,210 7+1 basement Shopping 323 84.7% 45 22,427 26 Tower A Storey Leasable area (m2) Number of tenants Occupancy rate Average rental (THB/sqm/month) As at 30 June 2009

Tenant mix of shopping complex (by leasable area)(1) Major tenants of shopping complex(1)

1.6 380 KFC Restaurant 4,883 387 392 749 2,975 Area (sqm) 21.0 1.7 1.7 3.2 12.8 % of total leasable area Fitness First Prae Pittaya AIS Service Center Fuji Restaurant Total Tenants(2)

Asset details(1)

― Integrated commercial complex situated on western Bangkok ― Consists of CentralPlaza Shopping Complex and 2 office buildings: Central Tower A Pinklao and Central Tower B Pinklao ― The Fund will invest in certain parts of the shopping complex (excluding Central Department Store and long-term lease tenants), the 2 office buildings (whole) and parking spaces (in proportion to the utilised areas in which the fund will invest) ― Lease term of approximately 15 years

Overview

Source: CPN, as at 30 June 2009 Notes: (1) Based on the area which CPNRF will invest in (2) Top-five tenants do not include a food court area of approximately 1,660 sqm Source: CPN, as at 30 June 2009

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1,406 1,491 1,598 1,672 272 294 310 315 400 800 1,200 1,600 2,000 2006 2007 2008 2Q09 Shopping Complex Offices

CentralPlaza Pinklao

Strong rental growth

Historical performance(1)

Average rental rates Occupancy rates

― High occupancy rates from 2006-2Q09 ― Rezoning in the shopping complex caused

• ccupancy rate to drop temporarily in 2007

― Consistent growth in office occupancy rate after

• ne large tenant moved out in 2006 with slight

drop in office occupancy in 2Q09 ― Average rental rates of the shopping complex increases by CAGR of 7.2% from 2006-2Q09 ― Average rental rates of the office buildings increases by CAGR of 6.0% from 2006-2Q09

THB / sqm / month Note: (1) Historical performance based on the whole project; not reflective of portion which will be invested by the Fund 06-2Q09 CAGR of 7.2% 06-2Q09 CAGR of 6.0% Source: CPN Source: CPN 97.8% 90.9% 98.1% 98.6% 81.4% 85.7% 85.7% 87.5% 0% 20% 40% 60% 80% 100% 2006 2007 2008 2Q09 Shopping Complex Offices

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CentralPlaza Pinklao

Asset enhancement

Relocation of food court to new area 5th Floor enhancement

—

1,600-sqm new FOODPARK, 5th floor

—

Completed for service in March 2008

—

Reconfigure retail area on 5th Floor

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Expected to complete by end of 2009

—

Complex visibility and access enhancement

—

Interior design refurbishment

Note: Plan drafts are under development

Major renovation plans

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Independently appraised values of assets

— 12.4% 11.7% 79.8 646.0 683.9 32,174 26-storey Central Tower A Pinklao Office Building (in whole) 13.4% 12.5% 599.0 4,471.0 4,802.0 67,082 7-storey with 1 basement CentralPlaza Pinklao Shopping Complex (certain part) 12.3% — 11.3% Property yield at max. appraised value(2) 716.0 — 37.2 2010 Net property income(1) (THB m) 5,413.0 296.0 15BIZ 5,813.7 — 327.8 TPALP Appraised value (THB m) 13.2% 185,671 Total — 67,936 10-storey with 1 basement Parking Areas in those Buildings (with 1,800 parking spaces) 12.6% 18,479 18-storey Central Tower B Pinklao Office Building (in whole) Property yield at min. appraised value(2) Gross area to be invested by the Fund (sqm) Floors Buildings

Note: (1) Based on Unitholders’ Circular (2) Please note that this is based on the higher value (“Max.”) and lower value (“Min.”) of the two appraised valuations and is used for illustrative purposes only. The actual acquisition price of the new assets will be determined by CPNRF investment committee

Central Plaza Pinklao complex represents approximately 27% of post transaction CPNRF NAV(1) Retail focus - office component represents only approximately 6% of post transaction CPNRF NAV(1)

Note: (1) Based on the average appraised value of the two appraised valuations and reported NAV of approximately THB 11,354m as at 30 June 2009

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Ownership structure

Long-term lease contract, expiry on 31 December 2024 Possession right of the Fund 70.5 % of salable area(1) to be invested in by the Fund to total salable area of the whole project 100,669 Salable area(1) to be invested in by the Fund (square meters) 142,701 Salable area(1) (square meters) Long-term sublease contract, expiry on 31 December 2024 Possession right of the Fund 24-02-84 39,536 (subleased) Land to be leased/subleased by the Fund (Rai-Ngan-Square Wah) (square meters) Long-term lease contract, expiry on 31 December 2024 Right of the original lessee or owner 24-02-84 39,536 Total areas (Rai-Ngan-Square Wah) (square meters)

Pinklao Land Building

Note: (1) Salable area means leasable area and common area (including promotion area) which can be leased out and / or used for rendering the services.

04

BENEFITS OF ACQUISITION AND CAPITAL INCREASE

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Improved critical mass and growth profile

Portfolio size Financial growth DPU accretion Before transaction After transaction

THB 10,972m(1) 2

Properties

THB 16,585m(2) 3

Properties(3)

THB 1,185m

FY2010E Net Property Income

THB 1,901m

FY2010E Net Property Income

Transaction is conditional on accretion to expected FY2010 DPU

Notes: (1) Appraised by 15BIZ as at 31 December 2008 (2) Assume THB 5,613.35m for new property valuation which is an average appraised values by TPALP as of 9 July 2009 and 15BIZ as of 25 June 2009; final investment value to be determined at the time of the offering (3) Plaza Pinklao, Pinklao Tower A and Pinklao Tower B are considered to be 1 property

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—

Increase liquidity by increasing fund size by over 50%

—

Accretive transaction on expected DPU for FY2010E

Benefits of the acquisitions and the capital increase

—

CPNRF to take on conservative leverage of up to 10% of NAV

—

Take advantage of strong liquidity in Thailand banks and

• ptimise capital structure

—

Increase from 2 properties to 3 properties(1)

—

Diversified tenant and customer base Portfolio diversification

3 3

Robust balance sheet

2 2

DPU accretion

1 1

Expand trading liquidity

4 4

Notes: (1) Plaza Pinklao, Pinklao Tower A and Pinklao Tower B are considered to be 1 property

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No gearing (i.e. 0% gearing of enlarged NAV(1))

• 1. DPU accretive transaction

1 1

Notes: The referenced offering price and the referenced net investment price of the real properties to be invested by the Fund are for illustrative purposes only. The final offering price and the net investment price for the real properties may be higher, lower or equal to the range set out in the above table (1) Enlarged NAV refers to post transaction NAV. The figure is dependent on final investment price. For the purposes of the above sensitivity table, we assume no borrowing (2) The average appraised price from the appraisal reports of TPALP and 15BIZ is THB 5,613.35m (3) The net investment price of the real properties to be invested by the Fund is the investment price of the real properties to be invested by the Fund deducted by expenses related to the capital increase absorbed by Central Pattana Public Company Limited. The amount of such expenses is dependent on the size of capital increase, borrowing amount and the structure of the offering result

Proceeds paid to CPN by CPNRF 5,052 5,192 5,333 5,473 5,613 5,754 5,894 6,034 6,175 Net proceeds received by CPN³ 4,953 5,091 5,229 5,368 5,506 5,644 5,782 5,921 6,059 Net proceeds as % of avg appraised value (11.8%) (9.3%) (6.8%) (4.4%) (1.9%) 0.5% 3.0% 5.5% 7.9% 8.00 0.71% na na na na na na na na 8.10 1.17% 0.10% na na na na na na na 8.20 1.63% 0.56% na na na na na na na 8.30 2.09% 1.02% na na na na na na na 8.40 2.53% 1.47% 0.43% na na na na na na 8.50 2.97% 1.91% 0.87% na na na na na na 8.60 3.40% 2.34% 1.31% 0.29% na na na na na 8.70 3.83% 2.77% 1.74% 0.73% na na na na na 8.80 4.25% 3.20% 2.17% 1.15% 0.16% na na na na 8.90 4.66% 3.61% 2.58% 1.58% 0.59% na na na na 9.00 5.07% 4.02% 3.00% 1.99% 1.00% 0.04% na na na 9.10 5.47% 4.43% 3.41% 2.40% 1.42% 0.45% na na na 9.20 5.86% 4.83% 3.81% 2.81% 1.82% 0.86% na na na 9.30 6.25% 5.22% 4.20% 3.21% 2.23% 1.26% 0.32% na na 9.40 6.64% 5.61% 4.59% 3.60% 2.62% 1.66% 0.72% na na 9.50 7.02% 5.99% 4.98% 3.99% 3.01% 2.06% 1.12% 0.19% na 9.60 7.39% 6.37% 5.36% 4.37% 3.40% 2.44% 1.51% 0.59% na 9.70 7.76% 6.74% 5.73% 4.75% 3.78% 2.83% 1.89% 0.97% 0.07% 9.80 8.12% 7.10% 6.10% 5.12% 4.15% 3.21% 2.27% 1.36% 0.45% 9.90 8.48% 7.47% 6.47% 5.49% 4.52% 3.58% 2.65% 1.73% 0.83% 10.00 8.84% 7.82% 6.83% 5.85% 4.89% 3.95% 3.02% 2.11% 1.21% Unit price offered (THB) Net proceeds to CPN (THB m) and premium/discount to average appraised value (%)²

Investment price Net investment price(3) Discount or premium (%) Net investment price of the real properties (THB m) and premium/discount to average appraised value (%)(2) Offering price of the new investment units (THB)

28

Gearing of 5% of enlarged NAV(1)

• 1. Impact of gearing on DPU accretion

1 1

Notes: The referenced offering price and the referenced net investment price of the real properties to be invested by the Fund are for illustrative purposes only. The final offering price and the net investment price for the real properties may be higher, lower or equal to the range set out in the above table (1) Enlarged NAV refers to post transaction NAV. The figure is dependent on final investment price. For the purposes of the above sensitivity table, a borrowing amount of approximately 5% of the Enlarged NAV has been assumed (2) The average appraised price from the appraisal reports of TPALP and 15BIZ is THB 5,613.35m (3) The net investment price of the real properties to be invested by the Fund is the investment price of the real properties to be invested by the Fund deducted by expenses related to the capital increase absorbed by Central Pattana Public Company Limited. The amount of such expenses is dependent on the size of capital increase, borrowing amount and the structure of the offering result

Proceeds paid to CPN by CPNRF 5,052 5,192 5,333 5,473 5,613 5,754 5,894 6,034 6,175 Net proceeds received by CPN³ 4,963 5,101 5,240 5,378 5,516 5,655 5,793 5,931 6,070 Net proceeds as % of avg appraised value (11.6%) (9.1%) (6.7%) (4.2%) (1.7%) 0.7% 3.2% 5.7% 8.1% 8.00 4.90% 3.75% 2.62% 1.52% 0.44% na na na na 8.10 5.33% 4.19% 3.07% 1.97% 0.90% na na na na 8.20 5.76% 4.62% 3.51% 2.41% 1.34% 0.29% na na na 8.30 6.19% 5.05% 3.94% 2.85% 1.78% 0.73% na na na 8.40 6.60% 5.47% 4.36% 3.28% 2.21% 1.17% 0.14% na na 8.50 7.01% 5.88% 4.78% 3.70% 2.64% 1.59% 0.57% na na 8.60 7.41% 6.29% 5.19% 4.11% 3.05% 2.01% 1.00% na na 8.70 7.81% 6.69% 5.60% 4.52% 3.46% 2.43% 1.41% 0.42% na 8.80 8.20% 7.09% 5.99% 4.92% 3.87% 2.84% 1.82% 0.83% na 8.90 8.59% 7.48% 6.39% 5.32% 4.27% 3.24% 2.23% 1.24% 0.26% 9.00 8.97% 7.86% 6.77% 5.71% 4.66% 3.64% 2.63% 1.64% 0.67% 9.10 9.34% 8.24% 7.15% 6.09% 5.05% 4.03% 3.02% 2.04% 1.07% 9.20 9.71% 8.61% 7.53% 6.47% 5.43% 4.41% 3.41% 2.43% 1.46% 9.30 10.07% 8.97% 7.90% 6.85% 5.81% 4.79% 3.80% 2.82% 1.85% 9.40 10.42% 9.33% 8.26% 7.21% 6.18% 5.17% 4.17% 3.20% 2.24% 9.50 10.77% 9.69% 8.62% 7.58% 6.55% 5.54% 4.55% 3.57% 2.61% 9.60 11.12% 10.04% 8.98% 7.93% 6.91% 5.90% 4.91% 3.94% 2.99% 9.70 11.46% 10.38% 9.33% 8.29% 7.26% 6.26% 5.28% 4.31% 3.35% 9.80 11.80% 10.72% 9.67% 8.63% 7.62% 6.62% 5.63% 4.67% 3.72% 9.90 12.13% 11.06% 10.01% 8.98% 7.96% 6.96% 5.98% 5.02% 4.07% 10.00 12.46% 11.39% 10.34% 9.31% 8.30% 7.31% 6.33% 5.37% 4.43% Unit price offered (THB) Net proceeds to CPN (THB m) and premium/discount to average appraised value (%)²

Investment price Net investment price(3) Discount or premium (%) Net investment price of the real properties (THB m) and premium/discount to average appraised value (%)(2) Offering price of the new investment units (THB)

29

• 1. Impact of gearing on DPU accretion

Gearing of 10% of enlarged NAV(1) 1 1

Notes: The referenced offering price and the referenced net investment price of the real properties to be invested by the Fund are for illustrative purposes only. The final offering price and the net investment price for the real properties may be higher, lower or equal to the range set out in the above table (1) Enlarged NAV refers to post transaction NAV. The figure is dependent on final investment price. For the purposes of the above sensitivity table, a borrowing amount of approximately 10% of the Enlarged NAV has been assumed (2) The average appraised price from the appraisal reports of TPALP and 15BIZ is THB 5,613.35m (3) The net investment price of the real properties to be invested by the Fund is the investment price of the real properties to be invested by the Fund deducted by expenses related to the capital increase absorbed by Central Pattana Public Company Limited. The amount of such expenses is dependent on the size of capital increase, borrowing amount and the structure of the offering result

Proceeds paid to CPN by CPNRF 5,052 5,192 5,333 5,473 5,613 5,754 5,894 6,034 6,175 Net proceeds received by CPN³ 4,972 5,110 5,249 5,387 5,526 5,664 5,803 5,941 6,080 Net proceeds as % of avg appraised value (11.4%) (9.0%) (6.5%) (4.0%) (1.6%) 0.9% 3.4% 5.8% 8.3% 8.00 9.16% 7.94% 6.74% 5.57% 4.42% 3.30% 2.20% 1.12% 0.06% 8.10 9.56% 8.35% 7.16% 5.99% 4.85% 3.73% 2.63% 1.55% 0.49% 8.20 9.96% 8.75% 7.56% 6.40% 5.26% 4.15% 3.05% 1.98% 0.92% 8.30 10.35% 9.14% 7.96% 6.81% 5.67% 4.56% 3.47% 2.40% 1.35% 8.40 10.73% 9.53% 8.36% 7.20% 6.07% 4.96% 3.88% 2.81% 1.77% 8.50 11.11% 9.91% 8.74% 7.59% 6.47% 5.36% 4.28% 3.22% 2.18% 8.60 11.48% 10.29% 9.12% 7.98% 6.86% 5.76% 4.68% 3.62% 2.58% 8.70 11.84% 10.66% 9.50% 8.36% 7.24% 6.15% 5.07% 4.02% 2.98% 8.80 12.20% 11.02% 9.87% 8.73% 7.62% 6.53% 5.46% 4.40% 3.37% 8.90 12.55% 11.38% 10.23% 9.10% 7.99% 6.90% 5.83% 4.79% 3.76% 9.00 12.90% 11.73% 10.58% 9.46% 8.36% 7.27% 6.21% 5.16% 4.14% 9.10 13.24% 12.08% 10.94% 9.82% 8.72% 7.64% 6.58% 5.54% 4.51% 9.20 13.58% 12.42% 11.28% 10.17% 9.07% 7.99% 6.94% 5.90% 4.88% 9.30 13.91% 12.75% 11.62% 10.51% 9.42% 8.35% 7.30% 6.26% 5.25% 9.40 14.23% 13.08% 11.96% 10.85% 9.76% 8.70% 7.65% 6.62% 5.61% 9.50 14.55% 13.41% 12.29% 11.18% 10.10% 9.04% 7.99% 6.97% 5.96% 9.60 14.87% 13.73% 12.61% 11.51% 10.43% 9.38% 8.33% 7.31% 6.31% 9.70 15.18% 14.04% 12.93% 11.84% 10.76% 9.71% 8.67% 7.65% 6.65% 9.80 15.48% 14.36% 13.25% 12.16% 11.09% 10.04% 9.00% 7.99% 6.99% 9.90 15.79% 14.66% 13.56% 12.47% 11.41% 10.36% 9.33% 8.32% 7.32% 10.00 16.08% 14.96% 13.86% 12.78% 11.72% 10.68% 9.65% 8.64% 7.65% Unit price offered (THB) Net proceeds to CPN (THB m) and premium/discount to average appraised value (%)²

Net investment price of the real properties (THB m) and premium/discount to average appraised value (%)(2) Investment price Net investment price(3) Discount or premium (%) Offering price of the new investment units (THB)

30 46% 44% 41% 39% 38% 35% 34% 33% 33% 32% 32% 28% 26% 23% 20% 15% 12% 10% 8% 0% 42% 58% 0% 10% 20% 30% 40% 50% 60% 70% FCOT Saizen CIT CCT MIREIT ART MLT AREIT SUN FCT CMT CRCT SGREIT KREIT Fortune PREIT CDL-HT First LMRT Indiabulls AIT CPNRF

• 1. Robust balance sheet

2 2

― CPNRF will explore taking on leverage of up to 10% of NAV to partially fund the investment in Central Plaza Pinklao ― Maximum gearing of 10% imposed by Thailand SEC is conservative as compared with Asia REIT peers who have an average gearing of 31% CPNRF currently has no leverage as compared to its Asia REIT peers

Gearing (%)

Source: Bloomberg as at 24 July 2009

Details of borrowing ― CPNRF is currently in discussion with loan providers ― As per fund scheme, the Investment Committee will have an authority to make decision regarding the loan ― Further details on the borrowing will be disclosed

• nce decision has been

made

Average (excl. CPNRF): 31%

31

Increased diversity in tenant base(1)

Tenant contribution by leasable area Notes: (1) Top ten tenants of the existing properties and the properties to be invested in this capital increase as at 30 June 2009 (2) Lease expiry profile by total leasable area as at 30 June 2009 (3) Other leasable area includes the area leased out for shorter than 1-year period and the area leased out to other tenants which are not permanent units whereby the lease agreements are mostly on a short-term basis

• 3. Portfolio diversification

3 3

Balanced lease expiry profile scenario(2)

% of leases expiry by leasable area

(3)

20.3% 9.0% 5.8% 1.7% 3.7% 0.0% 2.0% 0.0% 0.8% 0.8% 14.2% 6.3% 4.1% 2.8% 2.6% 1.5% 1.4% 0.7% 0.5% 0.5% 0% 5% 10% 15% 20% 25% Central Department Store Major Cineplex Home Work Fitness First Tops Supermarket Revenue Office of Area 16 Major Bowl Krung Thai Bank Office Depot IT City Existing portfolio Enlarged portfolio 10.1% 12.5% 19.5% 21.1% 25.2% 9.7% 1.9% 13.9% 15.9% 20.4% 17.4% 20.1% 8.2% 4.1% 0% 5% 10% 15% 20% 25% 30% 2009 (Jul-Dec) 2010 2011 2012 After 2012 Other leasable area Vacant Existing portfolio Enlarged portfolio

32 Rama II, 39% Rama III, 23% Pinklao Tower A, 4% Pinklao Tower B, 2% Pinklao Plaza, 32% Rama II, 70% Rama III, 30%

190,286 sqm 133,313 sqm

Leasable area (2Q09) Net property income (FY10E)

• 3. Portfolio diversification (cont’d)

3

Traffic flow - retail (2Q09)

+56.8%

Rama II, 64% Rama III, 36%

234,000 THB 1,185m THB 1,901m

Pinklao Plaza, 37% Rama II, 40% Rama III, 23%

369,000 +42.7% +60.4%

Rama II, 49% Pinklao Plaza, 12% Pinklao Tower B, 6% Pinklao Tower A, 12% Rama III, 21% Rama III, 37% Rama II, 63%

33

1,092 597 358 342 310 166 128 2,797

• 200

400 600 800 1,000 1,200 1,400 1,600 1,800 2,000 Link CMT SUN STARH CRCT FRT CPNRF (post trx) FCT LMRT

98.6 155.1 197.3 310.2 295.9 465.3 Current Post transaction

—

Fund size to increase by 57.5%(2)

—

Free float increased to ~US$ 310m, up from ~US$ 200m currently

Notes: Exchange rate per US$ 1.00 as following: SG$ 1.44, HK$ 7.75, THB 34.12 (1) Assume constant free float ratio (i.e. 33.33% held by CPN) (2) Post transaction market cap assumes current market cap plus estimated capital increase which is a total of estimated transaction cost and average appraisal price for Central Pinklao of THB 5.6billion (average between TPAPL’s THB 5.8billion and 15BIZ’s THB 5.4billion

Increased free float(1) Liquidity comparison of Asian REITs + 5 7 . 3 %

• 4. Increased liquidity

4

—

Post-transaction liquidity comparable with other regional REITs

Source: Bloomberg as at 28 July 2009 Source: Bloomberg as at 28 July 2009

Amount of free float (US$ m) CPNRF market cap (US$ m)

98.3% 78.3% 94.1% 86.7% 60.2% 36.5% 79.1% 42.5%

Float as % of market cap

66.7%

Free float Non free float

4,865

Free float Non free float

05

TRANSACTION STRUCTURE

35

Key events of the transaction

Expected approval by mid September 2009 Regulatory review 17 August 2009 Unitholder meeting Early November 2009 Trading of new units Mid October 2009 Offering period

Expected dates(1) Key events

Note: (1) All dates are tentative and may subject to change and/or delay

36

Key terms of unitholder approval

50% of total votes – To approve change of fund management company and related fund management scheme 4 Change of fund management company and fund management scheme 5 3 2 1 Agenda 50% of total votes – To approve change on fund management scheme Capital raising for the acquisition Acquisition of new property and adjustment of property management fee Items – Approve offering structure and allotment method – To approve listing of the new Investment Units – To deem that resolution be valid for one year after the date of resolution has been passed – Approve increase of fund capital through an issuance and offer for sale of additional Investment Units (including loan, if any) – Approve pricing mechanism – To deem that resolution be valid for one year after the date of resolution has been passed – Acquisition of Pinklao assets – Change in property management fee to reflect additional investment Approval required 50% of total votes Three-fourths of total units, present and voting (excluding CPN) (1) 50% of total votes Approval threshold

Note: (1) As at 8 June 2009, CPN’s investment in CPNRF is 33.33% of total investment units

37

Proposed structure of the capital increase

Issue of new units up to THB 6.7b/US$ 195m(1) Rights offering to existing unitholders Private placement and/or public offering

≥ 50 % of new units ≤ 50 % of new units ― Allocation based on rights entitlement ― Unitholders may apply for excess units ― Public offering will be done on a small-lot first basis ― Investors participating in private placement are institutional investors and/or specific investors who are not existing unitholders

Note: (1) Approximation, using exchange rate of THB 34.17 per US$

CPN will commit to take up pro-rata share of the transaction CPN will commit to take up pro-rata share of the transaction

38

Pricing mechanism

― Offering price to be determined nearer to the offering by CPNRF Investment Committee in consultation with lead managers ― Offering price of the new units will be subject to: – Maximum funds raised of THB 6,706million (maximum asset investment price + estimated expenses) – Maximum asset investment price (120% of the lowest valuation between the two independent valuations):

–

THB 6,496million for assets at CentralPlaza Pinklao – Prevailing market conditions and CPNRF market price at the time of the fund raising – Asset investment price which will be DPU accretive for FY2010 ― Rights Offering and Private Placement and/or Public Offering to be issued at the same Offering price

39

Acquiring prime asset of CPN DPU accretive to the Fund Potential to optimise CPNRF capital structure through gearing Improves size and liquidity for the Fund Enhances diversification benefits Acquisition meets CPNRF’s objectives Organic growth potential and acquisition pipeline

Closing summary

• Benefits to unitholders from the capital increase

Investor Relations Office:

Choenporn Subhadhira

Tel: 02 667-5555 ext.1614

Kalvalee Thongsomaung

Tel: 02 667-5555 ext.1669 Email: ir@cpnrf.com Website: www.cpnrf.com

Appendix A

42

Thailand macro economic environment

Private Consumption Index and Retail Sale Index CPI and Core CPI

Source: Bank of Thailand Source: Ministry of Commerce Source: Bank of Thailand

Import/Export Index

― CPI and CPI core y-o-y growth has turned negative due to the impact on global financial crisis which has a significant impact on Thailand’s export sector ― Although private consumption and retail sale indices have declined from their peaks in 2008, the indices are still maintained at 2007 level

80 90 100 110 120 130 140 150 160 170 180 Jan-07 Mar-07 May-07 Jul-07 Sep-07 Nov-07 Jan-08 Mar-08 May-08 Jul-08 Sep-08 Nov-08 Jan-09 Mar-09 Private consumption index Retail sale index 2,000 4,000 6,000 8,000 10,000 12,000 14,000 16,000 18,000 20,000 Jan-07 Mar-07 May-07 Jul-07 Sep-07 Nov-07 Jan-08 Mar-08 May-08 Jul-08 Sep-08 Nov-08 Jan-09 Mar-09 (US$ m) Export value Import value

• 6%
• 4%
• 2%

0% 2% 4% 6% 8% 10% Jan-07 Mar-07 May-07 Jul-07 Sep-07 Nov-07 Jan-08 Mar-08 May-08 Jul-08 Sep-08 Nov-08 Jan-09 Mar-09 May-09 CPI % CPI Core %

43

Retail property market in Bangkok

Source: CBRE Source: CBRE

Occupancy level by area, 2003-Q1 2009 Retail rents by area, 2003-Q1 2009

― The supply of Bangkok’s retail space rose 0.8% q-o-q and 9.0% y-o-y ― As of 1Q09, overall occupancy rose slightly to 92.9% largely due to new tenants opening their businesses and existing retailers having completed their renovation ― While average rents remained relatively stable in 1Q09, premium operators such as CPN has seen rental increase from its tenant renewal ― On longer term basis, CBRE expects occupancy rate to fall but believes the level of drop will be limited ― Approximately 152k m2 of retail space will be completed by 2Q09, bringing total retail space to 5.23m m2

Retail market trend

Source: CBRE 6,000000 5,000000 4,000000 3,000000 2,000000 1,000000 0% 50% 40% 30% 20% 10% 2000 2001 2002 2003 2004 2005 2006 2007 2008 1Q 2009 Total supply Total take-up Vacancy rate 80% 84% 88% 92% 96% 100% Downtown Midtown Suburban 2003 2004 2006 2007 2008 1Q 2009 2005 THB/m2 4,000 3,000 2,000 1,000 1Q 2009 2003 2004 2006 2007 2008 2005 Downtown Midtown Suburban

44

Office property market in Bangkok

Source: CBRE Source: CBRE

Net take up, 2000-Q1 2009 Office rents by area, 2003-Q1 2009

― As of 1Q09, total Bangkok office grew 67,300m2 or 0.9% q-o-q and 4.0% y-o-y. 70.3% of the newly completed space is from new two projects located in CBD. Outside CBD, the newly complete space is from Central Chaengwattana who accounts for 29.7% of total new supply in 1Q09 ― Net take-up during 1Q09 declined 62.3% q-o-q and 82.4% y-o-y. Despite of certain expanding companies, multi- nationals are reducing the size of their offices ― Overall, rent fell by an average of 4.0% ― CBRE expects demand for offices in 2009 to slow down but does not foresee any significant downward change in take-up rate

Office market trend

Source: CBRE

400,000

2000

350,000 300,000 250,000 200,000 150,000 100,000 50,000

Take-up (sqm) 2001 2002 2003 2004 2005 2006 2007 2008 Q1 2009 0% 5% 10% 15% 20% 25% 30% 35% 40% 45% 50% 9,000,000 8,000,000 7,000,000 6,000,000 5,000,000 4,000,000 3,000,000 2,000,000 1,000,000 2000 2001 2002 2003 2004 2005 2006 2007 2008 1Q 2009 Total supply Total take-up Vacancy rate 800 700 600 500 400 300 200 100 2000 2001 2002 2003 2004 2005 2006 2007 2008 Q1 2009 CBD Grade A CBD Grade B Non-CBD Grade A Non-CBD Grade B 743 600 584 446 710 590 538 452 sqm THB / sqm