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Opinion of the Independent Financial Advisor Concerning the Connected

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Opinion of the Independent Financial Advisor Concerning the Connected Attachment 9 Opinion of the Independent Financial Advisor Concerning the Connected Transaction (Supporting Document for Agenda 8 of the 2018 Annual General Meeting of Shareholders) of Bangkok Expressway and Metro Public Company Limited The Independent Financial Advisor Capital Advantage Company Limited March 13, 2018 - TRANSLATION - The English Translation of the Independent Financial Advisor’s Opinion has been prepared solely for the convenience of foreign shareholders of Bangkok Expressway and Metro Public Company Limited and should not be relied upon as the definitive and official document. The Thai language version of the Independent Financial Advisor’s Opinion is the definitive and official document and shall prevail in all aspects in the event of any inconsistency with this English Translation. No. 032.1/2018 March 13, 2018 Subject: Opinion of the Independent Financial Advisor concerning the Connected Transaction of Bangkok Expressway and Metro Public Company Limited Attention: Shareholders Bangkok Expressway and Metro Public Company Limited Attachment: 1) Business overview and operating performance of CH. Karnchang Public Company Limited. 2) Summary of the Concession Agreement for the MRT Blue Line Project 3) Information of the MRT Blue Line Extension Project Business overview operating performance of Bangkok Expressway and Metro Public Company Limted is shown in Part 2 of the Information Memorandum concerning the Connected Transaction (Attachment 9) and the Annual Report 2017 (Attachment 2), which are enclosed with the notice to the shareholders’ meeting. Reference: 1) Resolution of the meeting of the Board of Directors of Bangkok Expressway and Metro Public Company Limited No. 1/2018, held on February 27, 2018. 2) Information Memorandum of Bangkok Expressway and Metro Public Company Limited concerning the Connected Transaction dated February 27, 2018 and the amendments dated February 28, 2018, and March 9, 2018. 3) Annual registration statement (Form 56-1) of Bangkok Expressway and Metro Public Company Limited for the year ended December 31, 2016 – 2017. 4) Audited financial statements of Bangkok Expressway and Metro Public Company Limted for the year ended December 31, 2015 – 2017. 5) Annual registration statement (Form 56-1) of CH. Karnchang Public Company Limited for the year ended December 2015 – 2017. 6) Audited financial statements of CH. Karnchang Public Company Limited, for the year ended December 31, 2015 – 2017. 7) The Agreement to Engage CH. Karnchang Public Company Limited as the Administrator for Maintenance Services on Civil & Architecture and Electrical & Machanical Systems for the MRT Chaloem Ratchamongkhon Line Project (the MRT Initial Blue Line) (Hua Lamphong Station – Bang Sue Station) dated November 17, 2015. 8) The Draft Amendment to the Agreement to Engage CH. Karnchang Public Company Limited as the Administrator for Maintenance Services on Civil & Architecture and Electrical & Machanical Systems for the MRT Chaloem Ratchamongkhon Line Project (the MRT Initial Blue Line) (Hua Lamphong Station – Bang Sue Station) which expand the scope of work to cover Maintenance Services on Civil & Architecture and Electrical & Machanical Systems for the MRT Blue Line Extension Project and Improvement and Replacement of the expired equipment in the Electrical & Mechanical system for the MRT Initial Blue Line Project, and to extend the period of the contract of the MRT Initial Blue Line Project to end at the same time as that of the MRT Blue Line Extension Project. 9) Report of Cost Estimation for the Maintenance Services on Civil & Architecture and Electrical & Machanical Systems of the MRT Blue Line and the MRT Blue Line Extension Projects, prepared by Infra Asia (Hongkong) Company Limited dated February 2018. Capital Advantage Co., Ltd. 66/22 Ladprao 80, Wangthonglang, Bangkok 10310, Thailand Tel: +66 8 6565 9900 Fax: +66 2530 5927 www.capitaladvantage.co.th Opinion of the IFA - TRANSLATION - Bangkok Expressway and Metro PCL. 10) Company Affidavit, Memorandum of Association, and other documents, as well as interview with the management and relevant staff of Bangkok Expressway and Metro Public Company Limited and CH. Karnchang Public Company Limited. Disclaimers: 1) Results of the study conducted by Capital Advantage Company Limited (“Independent Financial Advisor” or “CapAd”) in this report based on information and assumptions provided by the management of Bangkok Expressway and Metro Public Company Limited and CH. Karnchang Public Company Limited, as well as information disclosed to the public on websites of the Securities and Exchange Commission (www.sec.or.th) and the Stock Exchange of Thailand (www.set.or.th). 2) The Independent Financial Advisor shall not be responsible for profits or losses and any impacts resulting from this transaction. 3) The Independent Financial Advisor conducted the study with knowledge, skill, and cautiousness on the basis of the professional standards. 4) The Independent Financial Advisor considers and provides its opinion based on the situation and information at the present time. If such situation and information change significantly, the study results in this report may be affected. The Board of Directors’ Meeting No. 1/2018 of Bangkok Expressway and Metro Public Company Limited (“the Company” or “BEM”), held on February 27, 2018, resolved to propose that the 2018 Annual General Meeting of Shareholders considers and approves the Company to execute an agreement for an engagement of CH. Karnchang Public Company Limited (“CK”) as the administrator for maintenance services on Civil & Architecture and Electrical & Mechanical Systems (“CEM”) for the MRT Blue Line Project in the amount of Baht 2,777.70 million (excluding Value Added Tax: “VAT”), as per the following details: (1) Transaction 1: Maintenance of Civil & Architecture and Electrical & Mechanical Systems for the MRT Blue Line Extension Project (“BLE”) for a period of 7 years, starting from the commissioning date of full line service of the MRT Blue Line Project. This transaction also covers the mobilization period and maintenance of trial run period of approximately 1 year and 6 months. Therefore, Transaction 1 covers a total period of 8 years and 6 months, starting from September 29, 2018 to March 30, 2027. (2) Transaction 2: The Extension of the Agreement for Engagement of CH. Karnchang Public Company Limited as the Administrator for the Maintenance of Civil & Architecture and Electrical & Mechanical Systems for the MRT Chaloem Ratchamongkhon Line (the MRT Initial Blue Line) (Bang Sue Station – Hua Lamphong Station) (the “MRT Initial Blue Line Project” or “IBL”)1 to end at the same time as the Agreement for the MRT Blue Line Extension Project in Transaction 1. The extension covers a period of 3 years and 5 months, starting from November 1, 2023 to March 30, 2027. (3) Transaction 3: The improvement and replacement of the expired equipment in the Electrical & Mechanical Systems for the MRT Initial Blue Line Project, to be implemented from September 2018 to 2024. The aforementioned transaction is considered a connected transaction pursuant to the Notification of the Capital Market Supervisory Board No. Tor.Jor. 21/2551 Re: Rules on Connected Transactions and the Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of Listed Companies on Connected Transactions B.E. 2546 ("Connected Transaction Notification"), because CK is the Company’s major shareholder holding a total of 4,582,121,829 shares in the Company, or 29.98% of the total paid-up capital, as of March 13, 2018. Furthermore, the Company and CK have a few common directors, namely Mr. Plew Trivisvavet and Mr. Vitoon Tejatussanasoontorn. The size of such connected transaction is equal to 8.96% of net tangible assets (“NTA”) of the Company and its subsidiaries as of December 31, 2017, which exceeds 3% of NTA of the Company and its subsidiaries. In addition, when combined with size of other connected transaction with CK during the past 6 months of 1.86% (approved by the Board of 1 The current agreement to administer maintenance services on Civil & Architecture and Electrical & Mechanical Systems for the MRT Initial Blue Line (Bang Sue Station – Hua Lamphong Station) covers a period of 8 years, starting from November 17, 2015 to March 31, 2023, in the amount of Baht 1,270 million (excluding VAT). This transaction was granted and approved by the Extraordinary General Meeting of Shareholders No. 1/2015 held on October 14, 2015. Capital Advantage Co., Ltd. Page 2/48 Opinion of the IFA - TRANSLATION - Bangkok Expressway and Metro PCL. Directors’ Meeting No. 7/2017 held on December 20, 2017), the total connected transaction size is equal to 10.82% of NTA of the Company. Furthermore, the engagement of CK, who is one of its major shareholders, for the aforementioned contract is considered a connected transaction, categorized as normal business transaction without general commercial term, according to the Connected Transaction Notification. Therefore, the Company is required to disclose the information regarding such transaction to the Stock Exchange of Thailand (“SET”), appoint an independent financial advisor to provide an opinion to shareholders, and propose the transaction to the shareholders' meeting for approval, with a required affirmative vote of not less than three-fourths of the total number of votes of shareholders who attend the meeting and are eligile to vote, excluding the vote of the shareholders
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