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)

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 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.

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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 having the conflict of interest. The Company has appointed Capital Advantage Co., Ltd. as an independent financial advisor (“CapAd” or “Independent Financial Advisor” or “IFA”) to provide an opinion to the shareholders concerning reasonableness and fairness of price and conditions of this Connected Transaction.

CapAd has studied details of the Information Memorandum on Connected Transaction of the Company, information obtained from interviews with executives and the management of the Company and CK, and documents received from the Company and CK such as financial statements, financial projection, memorandum of understanding, documents relating to the transaction, information disclosed to the public, information disclosed on websites of the SET and the Office of the Securities and Exchange Commission (“SEC”), and financial information available from various websites as a basis for expressing our opinion on such transaction. CapAd does not certify or warrant the accuracy or completeness of all information provided for us by the Company, CK, and/or executives, and/or the management of the Company and CK. The opinion of CapAd in this report is based on the assumption that all information and documents received are accurate, complete, and reflect the operating environment and most up-to- date information at the time of issuance of this report. However, there may be an incident having a material impact on the Company’s business operation, valuation and analysis of the independent financial advisor, as well as decision of the shareholders on the connected transaction.

In providing opinion for the shareholders, CapAd has taken into account the reasonableness, price and conditions for the transaction together with all relevant factors. CapAd has considered such information thoroughly and reasonably, according to the professional standards. The attachments to this report are deemed as part of this opinion report and are the information that the shareholders should consider jointly with this report.

After considering and studying all information on the connected transaction, CapAd would like to summarize the study results as follows.

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Abbreviation

The “Company” or “BEM” Bangkok Expressway and Metro Public Company Limited “CK” CH. Karnchang Public Company Limited “MRTA” Mass Rapid Transit Authority of Thailand “Independent Expert” or “InfraAsia” Infra Asia (Hongkong) Company Limited “Concession Agreement” Concession Agreement between the Company and the Mass Rapid Transit Authority of Thailand for the MRT Blue Line dated August 1, 2000 and March 31, 2017 “MRT Blue Line Project” MRT Chaloem Ratchamongkhon Line Project (MRT Initial Blue Line) and MRT Blue Line Extension Project “MRT Initial Blue Line Project” or “IBL” MRT Chaloem Ratchamongkhon Line Project (MRT Initial Blue Line) (Hua Lamphong Station – Bang Sue Station) “MRT Blue Line Extension Project” or “BLE” MRT Blue Line Extension Project, extending the MRT Chaloem Ratchamongkhon Line and comprising of 2 sections: Section 1 from Bang Sue Station to Tha Phra Station and Section 2 from Hua Lamphong Station to Lak Song Station “MRT Purple Line Project” or “PPL” MRT Chalong Ratchatham Line Project, Bang Yai – Rajburana: Bang Yai – Bang Sue section (Khlong Bang Pai Station – Tao Poon Station) “CEM” Maintenance of Civil & Architecture, and Electrical and Mechanical Systems “Transaction 1” Maintenance of Civil & Architecture and Electrical & Mechanical Systems for the MRT Blue Line Extension Project 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, 2023 “Transaction 2” The Extension of the Agreement for Engagement of CH. Karnchang Public Company Limited as the Administrator for Maintenance Services on Civil & Architecture and Electrical & Mechanical Systems for the MRT Initial Blue Line Project 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 “Transaction 3” The improvement and replacement of the expired equipment in the Electrical & Mechanical Systems for the MRT Initial Blue Line Project, starting from September 2018 to 2024 “KPI” Key Performance Indicator “COD” Commercial Operation Date of the whole MRT Blue Line Extension Project “PPP Net Cost” Public Private Partnership/Participation is a form of cooperation between the government and private sector. The government is responsible for construction of all civil infrastructure, while private sector invests in train system and rolling stocks. The private sector obtains an exclusive right to collect fare and conduct commercial activities and development, and shares those revenues with the government as per the concession agreement “M&E” Mechanical & Electrical Equipment of train operating systems (not in the scope of this Connected Transaction) “CapAd” or “Independent Financial Advisor” Capital Advantage Company Limited or “IFA” “SEC” The Securities and Exchange Commission, Thailand “SET” The Stock Exchange of Thailand “Connected Transaction Notification” 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 and its amendments “NTA” Net Tangible Assets “VAT” Value Added Tax

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Executive Summary

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 VAT), as per the following details: (1) Transaction 1: CEM Maintenance 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 CEM Maintenance for the MRT Initial Blue Line Project 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 value of the aforementioned transaction is derived from the negotiation between the Company and CK. The Company used information from the Report of Cost Estimation prepared by Infra Asia (Hongkong) Company Limited2 (“Independent Expert” or “InfraAsia”) as part of the consideration and review. The aforementioned transaction is deemed as a significant connected transaction with a total size of 8.96% of net tangible assets (“NTA”) of the Company and its subsidiaries as of December 31, 2017. 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 Directors’ Meeting No. 7/2017, dated December 20, 2017), the total transaction size is equal to 10.82% of NTA of the Company. Therefore, the Company is required to disclose the information regarding such transaction to the 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 having the conflict of interest.

CapAd, as an independent financial advisor appointed by the Company, has considered purposes and necessities of the transaction, as well as advantages, disadvantages, benefits, and risks as follows.

2 Infra Asia (Hongkong) Company Limited is a company under Infra Asia Group, with offices in Hong Kong and Thailand, (collectively called “InfraAsia”). It has a team with extensive experience in Cost Estimation for rail projects and is widely- accepted by numerous government agencies and corporates in Thailand and overseas, such as: - Cost Estimation for the Procurement and Installation of Mechanical and Electrical Equipment (“M&E”) of the MRT Purple Line Project for the Company, Supply and Installation of Communication System Upgrading Equipment for the MRT Blue Line for the Company; - The estimation of Operation Expenses: OPEX for BTS Sky Train for supporting its BTS Rail Mass Transit Growth Infrastructure Fund (BTSGIF) Offering; - the Advisor for MRTA to bidding Concessionaire for the MRT Purple Line Project; - the Technical Advisor and conduct a feasibility study for the relocation of 3 depots from SRT Makkasan to Amphur Khang Khoi, the Double Tracking Phase 4 and 5 Railway Project and the SRT Red Line Project, and Airport Rail Link Extension Project for Thailand State Railway; - overseas works consist of Preparation of Cost Estimation for Gold Coast LRT in Australia as part of Due Diligence review of bidding consortiums rails systems on behalf of lending banks, Independent Appraiser for Asian Development Bank (ADB) on the review of project budget for Indian Pune-BGVN-WASI-GR Double Tracking/Electrification Project, and Cost Estimation for Communication System package for Bangalore Line 1 Tender Bid S&T. InfraAsia has extensive experience in Cost Estimation for an aggregate consideration of more than USD 15,000 million and OPEX Cost Estimation for an aggregate value of over USD 4,000 million.

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The Company has been granted a concession for the MRT Blue Line Project, comprising (a) MRT Chaloem Ratchamongkhon (“Initial Blue Line”) (Bang Sue Station – Hua Lamphong Station), of which the Company has managed since 2000; and (b) MRT Blue Line Extension (Bang Sue Station – Tha Phra Station and Hua Lamphong Station – Lak Song Station). All lines will be integrated as Through Operation of the MRT Blue Line Project in March 2020. The Company has a policy to be an efficient train operator. However, scope of work under the Concession Agreement comprises of procurement of electric train system, management of train operation, and maintenance of train system. The Company has expertise only in operating train system. Procurement and maintenance of train system are specialized tasks that require a large number of specialists. The Company, therefore, has a policy to outsource such tasks to third parties. Since the commencement of the operation of the MRT Initial Blue Line in 2004, the Company has engaged several third-party service providers to provide CEM maintenance services, and encountered several problems from maintenance services and conflicts with those service providers, mostly as a result of denial of responsibilities from some of the service providers, citing the damage to CEM had been caused by construction contractors and was out of their scope of work. These incidents cost the Company a lot of time and manpower in negotiation processes, as well as expenses in addition to the value of maintenance works under the contract. Until 2015, the Company engaged CK, who is specialized in Civil & Architecture and Electrical & Machanical Systems, as the administrator of CEM maintenance services for the MRT Initial Blue Line Project on a fixed fee basis, to replace the existing one, and was able to control maintenance costs, as well as reduce difficulty in coordination. Since becoming the administrator of maintenance services for the MRT Initial Blue Line Project, CK has performed its duties under the scope of works and conditions under the agreement, with no extra expenses from the agreed amount in the agreement. Therefore, in order to facilitate the continuity of CEM maintenance services for the whole MRT Blue Line Project, to comply with the Through Operation nature of the Project, to comply with the Company’s policy to outsource a third party, who is specialized in Civil & Architecture and Electrical & Machanical Systems, to administrate maintenance service, as it requires a large number of specialists, and to leverage CK’s current role as the administrator of CEM maintenance services of the MRT Initial Blue Line Project, capable personnel, and familiarity with the MRT Blue Line Project’s working system (such as security, procedure to access working areas, and time to conduct maintenance services), which has been strictly specified by MRTA, the Company decides to engage CK as the administrator of CEM maintenance services as follows. Transaction 1: The CEM maintenance services for the MRT Blue Line Extension Project, in order to facilitate continuity of CEM maintenance services for the whole MRT Blue Line Project under the same administrator as the MRT Initial Blue Line Project and the MRT Purple Line Project, which connects with the MRT Blue Line Extension Project at Tao Poon Station, to harmonize the maintenance services plan of the Company, to operate the train system efficiently and smoothly, to simplify the management of only one administrator instead of dealing with several ones, and to reduce coordination effort, risk, and problems that may impact train operation. The CEM Maintenance is critical to the reliability of train operation in order to provide service with no interruption for all 365 days in a year. Transaction 2: The extension of the existing maintenance service agreement for the MRT Initial Blue Line Project to end at the same time as the MRT Blue Line Extension Project’s agreement for the same reasons and necessities as in the Transaction 1 above. In addition, CK is currently the administrator of CEM maintenance services. The extension of the agreement facilitates the continuity and smoothness in providing maintenance services. Transaction 3: The improvement and replacement of the expired equipment in the Electrical & Mechanical Systems (Maintenance Level 5) for the MRT Initial Blue Line Project are necessary as they have been in use for almost 14 years (since the commencement of train operation on July 2, 2004). Equipment in many parts of the operation have passed their useful lifes, deteriorated, or obsoleted (such as electronic equipment, softwares, and batteries, etc.); are not energy efficient (such as air conditioner system, water pump system, etc.); and/or are lack of spare parts as equipment vendors stop manufacturing outdated products. Therefore, the improvement and replacements of Electrical & Mechanical Systems equipment are necessary in order for the Company to operate the train system more efficiently, reduce risks associated with unexpected equipment failure, and lower energy-related expenses. As CK is the administrator of CEM maintenance services and also involved in the procurement, installation, and testing of Electrical & Mechanical Systems

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equipment for the MRT Initial Blue Line Project, it is familiar with Civil & Architechture and Electrical & Machanical Systems of the MRT Initial Blue Line Project.

This Connected Transaction has advantages and benefits as follows. Advantages and benefits of the Transaction 1 - 2 are as follows. - Compliance with the Company’s policy to outsource CEM maintenance services and enable the Company to concentrate on operating the train system efficiently. - Reduction of the burden to employ workforce and manage a large number of specialists for carrying out in-house CEM maintenance services. - Control of maintenance costs within a specified budget due to the Fixed Fee nature of the entire agreement period, and gradual payment of the fee on a monthly basis in accordance with work progress as specified in the agreement. - Reduction of the burden to contact and resolve conflicts with several maintenance service administrators as happened in the past, as they refused to take responsibilities for maintenance services by citing the CEM system failure had been caused by construction contractors and out of their scope of works. - CK is a large-scale contractor in Thailand with extensive experience, expertise, and familiarity with system equipment and civil infrastructure of the MRT Blue Line Project, and well-equipped to be the administrator of maintenance services for the MRT Blue Line Project. - Having CK as the sole administrator and the same end date of the maintenance service agreements will facilitate continuity of CEM maintenance services and harmony of maintenance service planning of the whole MRT Blue Line Project. - Reduction of conflicts and arguments on CEM maintenance services for the MRT Blue Line Extension Project, as CK was the project manager responsible for the design, procurement, installation, and testing of the Electrical & Mechanical Systems and cannot avoid taking responsibilities for any damages to the systems. For the extension of the maintenance service agreement of the CEM for the MRT Initial Blue Line, CK will seamlessly take responsibilities for maintenance services for both projects and cannot deny any responsibilities for damages to system equipment for CEM it currently maintains. - CK has Commitment to provide maintenance services on CEM systems with highest efficiency and quality and not to abandon the agreements. As a major shareholder of the Company, CK will take indirect benefit from the Company, unlike a third-party administrator, who may render the services without concern on quality, abandon the agreement, and not be interested in building a long-term relationship.

Advantages and benefits of the Transaction 3 are as follows. - The upgrade and replacement of Electrical & Mechanical Systems equipment for the MRT Initial Blue Line Project that have passed their useful lifes will help to improve efficiency of the train operation, reduce the unexpected failure of equipment, and reduce energy-related expenses.

However, the Connected Transaction has disadvantages and risks as follows. - Dependency on the sole administrator of maintenance services for CEM will expose the Company to a risk in case that the administrator is unable to render the services under the agreements. - No opportunity to compare offers from other administrators as there is no open bidding process. - Increase in CK’s role in becoming the administrator of maintenance services for all of the Company’s MRT projects. The Company has relied on CK in its business operation, from being only a major shareholder, to the main counterparty in the procurement and installation of Electrical & Mechanical equipment and administrator of CEM maintenance services for the MRT Blue Line and Purple Line Projects. - Additional expenses to appoint an independent financial advisor and arrange a shareholders’ meeting to approve a connected transaction, in comparison to a transaction with an external party.

Subsequent to the consideration of the purpose and necessity of entering into the transaction together with advantages, disadvantages, benefits and risks which may arise, the Independent Financial Advisor is of the opinion that the Company and CK will gain benefits for its business with limited disadvantages and risks. The Company shall be the efficient train operator without having to

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concern or incur burdens on the maintenance service on CEM systems. Thus, the Connected Transaction is Reasonable.

In the consideration of the price and terms and conditions of the Connected Transaction, CapAd is of an opinion that the comparison between the consideration to be paid to CK and cost estimation of the Independent Expert in railways systems is the most appropriate approach as the MRT Initial Blue Line and the MRT Blue Line Extension related to the Connected Transaction are highly technical and depending on technical know-how which require the estimation by specialists. The cost estimation referred to by the Independent Financial Advisor is the cost estimation conducted by Infra Asia (Hong Kong) Company Limited who has experience in cost estimation for railways systems and are widely-accepted by the government agencies and corporate in Thailand such as BEM, MRTA, the State Railway of Thailand, BTS sky train project, and overseas such as cost estimation for Gold Coast TRT in Australia, cost verification of Indian Pune-BGVN-WADI-GR Double Tracking / Electrification Project, and cost estimation for Communication System for the Bangalore Line 1 Tender Bid S&T. The Independent Financial Advisor views that the assumptions applied to the cost estimation by InfraAsia are acceptable and reflect current price of equipment and employment and wage based on Thailand industry standard and consideration of the current railway salary trend. Besides, InfraAsia took into consideration the scope and list the spare parts and equipment for the CEM maintenance for the Transaction 1 - 3 based on the draft Amendment to the CEM Maintenance for the MRT Blue Line Project, and required maintenance standard based on the Concession Agreement with MRTA. InfraAsia prepared separate cost estimate models for the IBL and BLE. Each model considered the specific system characteristics such as station type, elevated / underground, size and relative complexity and equipment quantities per station. This information was entered into a spreadsheet cost model developed by InfraAsia. The Cost Model has been used & accepted by numerous government bodies, railway operators and main contractors in preparing cost estimate. InfraAsia implied price of equipment based on InfraAsia’s database, known information from suppliers and information derived from BEM. Moreover, the Independent Financial Advisor checked with other railway operators and found that most of the CEM maintenance contractor would estimate the additional profit, effect from delay of handover work, effect from delay of payment and contingency, at around 20% - 30% of total material and labor costs. InfraAsia has estimated overhead, insurance, contingency, profit and other expenses at 20% - 30%, which is line with other contractors and the industry norm.

Comparison of value of the consideration to be paid to CK and the estimated costs by InfraAsia (Unit: Baht million) Transaction Consideration to Estimated Costs Higher (lower) than be paid to CK by InfraAsia Estimated Costs Baht % million 1. The CEM maintenance services for the MRT 1,446.70 1,505.02 (58.32) (3.88) Blue Line Extension Project 2. The extension of the contract term of the 740.00 745.92 (5.92) (0.79) current CEM maintenance services for the MRT Initial Blue Line Project 3. Improvement and replacement of the expired 591.00 596.79 (5.79) (0.97) equipment in the Electrical & Machanical Systems of the MRT Initial Blue Line Project Total Transaction 1 - 3 2,777.70 2,847.74 (70.04) (2.46) Remark: Excluding Value Added Tax.

CapAd provides opinions on the terms of the amendement of agreement to engage the administrator of CEM maintenance services for the MRT Blue Line Project as follows: (a) Payment to CK is made in monthly installment in accordance with progress as specified in the agreement. The payment is made based on performance and group of equipment, by using Key Performance Indicator (KPI) as payment indicator, by which performance of each equipment shall be compared with relative target. Such condition is normal practice as agreement of similar services. (b) Scope of work in the draft amendment of the agreement to engage CK is based on the scope of work in the current agreement for CEM maintenance services for the MRT Blue Line Project,

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dated November 17, 2015. Such scope of work defines roles and responsibilities for Preventive Maintenance and Corrective Maintenance for each type of equipment in detail. The administrator of maintenance service is required to prepare Monthly, Quarterly, and Yearly Performance Report, Annual Maintenance Service Plan, Work Plan and Analysis, Asset Register, Spare Part Control, Internal Audit, and Management Review, as well as guideline on engagement of sub-contractors. The scope of work of maintenance services is thoroughly and carefully detailed and in line with the scope of work of maintenance services specified in the Concession Agreement. (c) The assessment of maintenance work performed will be conducted by using key performance indicator (KPI) as a measurement, with a calculation to adjust value of work. There is a clear numerical target for each work, and KPI weighted by each group of equipment, as well as formula for KPI calculation for each type of equipment, based on the measurement of each group of equipment. In addition, there is a penalty, providing detailed calculation formula, in case that the administrator of maintenance services hands over maintenance area later than the period being granted, which causes a delay in train operation. Therefore, such assessment clearly defined detailed formula used for calculation, which have been carefully and thoroughly determined. (d) Other condition is normal condition found in agreement of similar services and agreement to engage a contractor in general.

The Independent Financial Advisor is of the view that terms of the amendment of agreement to engage CK are appropriate.

In conclusion, the Independent Financial Advisor is of an opinion that: (1) The consideration to be paid to CK for the Transaction 1 in an amount of not exceeding Baht 1,446.70 million (excluding VAT) is appropriate as it is lower than the estimated costs by the Independent Expert by Baht 58.32 million or lower by 3.88% and the term of payment is appropriate. (2) The consideration to be paid to CK for the Transaction 2 in an amount of not exceeding Baht 740.00 million (excluding VAT) is appropriate as it is lower than the estimated costs by the Independent Expert by Baht 5.92 million or lower by 0.79% and the term of payment is appropriate. (3) The consideration to be paid to CK for the Transaction 3 in an amount of not exceeding Baht 591.00 million (excluding VAT) is appropriate as it is lower than the estimated costs by the Independent Expert by Baht 5.79 million or lower by 0.97% and the term of payment is appropriate.

After considering rationalities and appropriateness of price and conditions of the Connected Transaction, the Independent Financial Advisor is of the opinion that the shareholders should resolve to APPROVE the Connected Transaction.

Shareholders should study the information in the notice to the shareholders’ meeting and its enclosures before making the decision. The final decision shall be at own discretion of the shareholders. CapAd, as the Independent Financial Advisor, hereby certifies that it has provided the above opinion with due care in accordance with professional standard for the benefit of the shareholders.

Details of the IFA’s opinion are described as follows.

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Part 1: General Information on the Transaction

1. Nature and Details of the Transaction 1.1 Objective and Background of the Transaction 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 the 2018 Annual General Meeting of Shareholders, to be held on April 20, 2018, to consider and approve 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 VAT), as per the following details: (1) Transaction 1: The CEM maintenance services 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 CEM Maintenance Services for the MRT Initial Blue Line Project (Bang Sue Station – Hua Lamphong Station) 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; and (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 Company is a concessionaire of the Mass Rapid Transit Authority of Thailand, according to the concession agreement for the MRT Blue Line dated August 1, 2000, and March 31, 2017 (“Concession Agreements”), comprising (a) MRT Chaloem Ratchamongkhon (“Initial Blue Line”) (Bang Sue Station – Hua Lamphong Station); and (b) MRT Blue Line Extension (Hua Lamphong Station – Bang Khae Station and Bang Sue Station – Tha Phra Station). The Company is responsible for procuring, installing, testing, and test- running the train system (phase 1), which is scheduled to complete within March 2020. It is also responsible for operating train system and maintenance services on CEM systems (excluding Park- 3 and-Ride Buildings) as a Through Operation (phase 2), which is scheduled to complete within March 2020. The MRT Blue Line Extension will commence operation in 3 phases as follows: Section 1: Bang Sue Station – Tao Poon Station (1 station), commences operation on August 11, 20174; Section 2: Hua Lamphong Station – Lak Song Station, is scheduled to commence operation in September 2019; and Section 3: Tao Poon Station – Tha Phra Station, is scheduled to commence operation in March 2020. Therefore, the Company has to prepare the CEM maintenance services for the MRT Blue Line Extension Project in order to operate the train system efficiently, and in compliance with the Concession Agreement. Consequently, the MRT Initial Blue Line Project and the MRT Blue Line Extension Project will be integrated as Through Operation under the MRT Blue Line concession. Therefore, the Company extends the MRT Initial Blue Line Project’s maintenance services agreement on CEM to end at the same time as the MRT Blue Line Extension Project’s. In addition, the Company engages CK to upgrade and replace the MRT Initial Blue Line Project’s Electrical & Mechanical equipment that have passed their useful lifes in this Connected Transaction.

3 Through Operation of the MRT Initial Blue Line and the MRT Blue Line Extension Projects. 4 Tao Poon Station is the connecting station between the MRT Purple Line Project and the MRT Blue Line Extension Project.

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Overview of the MRT Blue Line and CEM maintenance services

Jul 2, 2004: Commencement of the MRT Initial Blue Line operation Concession Agreement to operate the Metro System, starting from Jul 2, 2004 to Jul 1, 2029 (25 years) +20 years and 9 months extension to end on Mar 30, 2050

2004 2020 2029 2050 CEM maintenance: Engagement of other contractors This approval (Transaction 2)

2004 2015 CEM maintenance: Engage CK for 8 years + 3 years and 5 months extension

Nov 17, 2015 Oct 31, 2023 Mar 30,

Replacement of equipment that MRT InitialLine: Blue IBL have passed useful lives This approval (Transaction 3) Sep 2018 - 2024

• by Mar 31, 2020: Section 3 operation commences (Tao Poon – Bang Phra) = Through Operation

• by Sep 30, 2019: Section 2 operation commences (Hua Lamphong – Lak Song) • Aug 11, 2017: Section 1 operation commences (Bang Sue – Tao Poon) Concession Agreement (from Mar 31, 2017 to Mar 30, 2050 (33 years) Phase 1: Installation of train system Phase 2: Train system operation and maintenance (3 years) (30 years, start by Mar 30, 2020)

2017 2020 2050 This approval (Transaction 1)

CEM maintenance: hire CK for 8.5 years Phase 1: Mobilization Period (1.5 years)

MRT Blue Line Extension: BLE Phase 2: Maintenance (7 years, start by Mar 31, 2020)

Sep 29, 2018 Mar 30, 2027

(Please see summary of the agreement for the CEM maintenance services in Part 1, Clause 1.4 of this IFA report, summary of the concession agreement for the MRT Blue Line Project in Attachment 2 of this IFA report, and information on the MRT Blue Line Extension Project in Attachment 3 of this IFA report.)

1.2 Date of the Transaction The Company will enter into the transaction after it obtains approval from the 2018 Annual General Meeting of Shareholders, to be held on April 20, 2018. The Company expects to complete the transaction within May 2018.

1.3 Parties Involved and Their Relationship 1.3.1 Parties involved and their relationship Employer : Bangkok Expressway and Metro Public Company Limited (the “Company” or “BEM”) Contractor : CH. Karnchang Public Company Limited (“CK”) Relationship : - CK is a major shareholder of the Company. As of March 13, 2018, the share registration closing between date (XM), CK held a total of 4,582,121,829 shares in the Company, or 29.98% of the Company’s

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Employer and total issued and paid-up capital. Contractor - Mr. Plew Trivisvavet is the chairman of the board of directors and chairman of the executive board of the Company, and a director and chairman of the executive board of CK. - Mr. Pongsarit Tantisuwanitkul is a director and member of the executive board of the Company, and a deputy managing director of CK. - Mrs. Payao Marittanaporn is a director and managing director of the Company, and a spouse of Mr. Prasert Marittanaporn, who is a director, member of the executive board, and senior management of CK. - Mr. Vitoon Tejatussanasoontorn is a director and chairman of audit committee of the Company, and a director and chairman of audit committee of CK. Source: Thailand Securities Depository Co., Ltd., Affidavits of the Company and CK, and Information Memorandum concerning the Connected Transaction of the Company. Remark: − Position and relationship with the Company as of February 28, 2018. − Position and relationship with CK as of February 28, 2018. − Shareholding in the Company as of March 13, 2018 (information from the Company’s share registration closing date for rights to attend the AGM 2018 (XM) provided by Thailand Securities Depository Co., Ltd.).

1.3.2 Detail of connected persons and/or persons with conflict of interests List of connected persons and/or persons with conflict of interests who are ineligible to vote in the agenda 8 Re: To consider execution of the connected transaction on engagement of CH. Karnchang Public Company Limited as the contractor for maintenance services on Civil & Architecture and Electrical & Machanical Systems for the MRT Blue Line Project at the 2018 Annual General Meeting of Shareholders on April 20, 2018 is shown Part 1 Clause 8 of the Information Memorandum of the Company on the Connected Transaction (Attachment 9), enclosed with the Notice of 2018 Annual General Meeting of Shareholders.

1.4 General Characteristics of the Transaction The Company will engage CK as the administrator for the CEM maintenance services for the MRT Blue Line Project in the amount of Baht 2,777.70 million (excluding VAT), as per the following details: (1) Transaction 1: The CEM maintenance services for the MRT Blue Line Extension Project for a period of 7 years, starting from the commissioning date of full line service of the MRT Blue Line Project, which is scheduled on March 31, 2020. 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. Total value for Transaction 1 is equal to Baht 1,446.70 million (excluding VAT); (2) Transaction 2: The Extension of the Agreement for Engagement of CH. Karnchang Public Company Limited as the administrator for CEM maintenance services for the MRT Initial Blue Line Project (Bang Sue Station – Hua Lamphong Station)5 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. Total value for Transaction 2 is equal to Baht 740.00 million (excluding VAT); and (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 during September 2018 to 2024. Total value of Transaction 3 is equal to Baht 591.00 million.

Summary of Ch. Karnchang’s Engagement Agreement including Draft of Additional Amendment (1) Agreement to engage CH. Karnchang as the administrator for CEM maintenance services for the MRT Initial Blue Line Project (Hua Lamphong Station – Bang Sue Station)

Counter parties Employer: Bangkok Expressway and Metro Public Company Limited (the “Company” or “BEM”)

5 The current agreement of administrator for CEM maintenance services for the MRT Initial Blue Line covers a period of 8 years, starting from November 17, 2015 to October 31, 2023.

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Contractor: CH. Karnchang Public Company Limited (“CK”)

Date of agreement November 17, 2015

Scope of work 1. Maintenance services of civil & architecture including stations, tunnels and depot 2. Maintenance services of Electrical & Mechanical Systems at the stations, tunnels and depot 3. Maintenance service for elevators and escalators within the stations 4. Supply of equipment, tools, spare parts and personnel for maintenance services

Agreement Term Total 8 years, starting from November 17, 2015 to October 31, 2023

Extension of the At least 12 months before the end of agreement, BEM shall notify CK in writing to extend the agreement agreement period for 7 year based on the existing conditions. The parties shall conclude whether the agreement shall be extended 6 months before the end of the agreement or BEM shall notify CK in writing not to extend the agreement. However, the extension of the agreement shall depend on the maintenance condition and expected service fee

CK’s duties a) CK shall undertake that the CEM shall meet service performance targets set out in the maintenance specification. In the event that CK is unable to meet the targets, it shall pay all liquidated damages as specified in the agreement. b) CK shall comply with the working requirements concerning enter of the premises and shall pay all liquidated damages if it fails to do so. c) CK shall, if so requested in writing by BEM, provide any additional services, of which fee shall be as agreed by the Parties. d) Maintenance equipment, special tools and contract spares will be provided under the Concession Agreement and handed over by BEM to CK. CK shall take full responsibility for the care of such maintenance equipment, special tools and such spares throughout the period of the maintenance contract which is from the commencement of trial running until the expiry or termination of the contract. All maintenance equipment, special tools and spares shall be stored at BEM’s premises and may only be used for the performance of the services and shall not be removed or replaced without the prior written consent of BEM, except in the case of an emergency. To the extent that the supply of maintenance equipment furnished by BEM is insufficient for CK to perform the services, CK shall provide at no cost such supplementary equipment as necessary.

Care for maintenance Maintenance equipment, special tools and contract spares will be provided under the Concession equipment and spare Agreement and handed over by BEM to CK. CK shall take full responsibility for the care of such parts maintenance equipment, special tools and such spares throughout the period of the maintenance contract which is from the commencement of trial running until the expiry or termination of the contract. All maintenance equipment, special tools and spares shall be stored at BEM’s premises and may only be used for the performance of the services and shall not be removed or replaced without the prior written consent of BEM, except in the case of an emergency. To the extent that the supply of maintenance equipment furnished by BEM is insufficient for CK to perform the services, CK shall provide at no cost such supplementary equipment as necessary. Liquidated damages a) If CEM, elevators, and escalators fail to meet the service performance targets set out in the for failure to perform maintenance specification, CK shall pay liquidated damages to BEM. b) The liquidated damages shall be calculated pursuant to the requirements of each equipment. The maximum amount of liquidated damages payable in each month shall be 10% of the monthly payment. The calculation shall be based on the formula as specified in the maintenance specification.

Service fee & payment Total maintenance service fee throughout the contract period is Baht 1,270 million (exclusive of value added tax). BEM shall pay the annual fee in 12 equal installments. The due date for payment shall fall within 30 days after submission by CK of a properly rendered invoice with monthly/quarterly report and monthly performance monitoring report in accordance with the maintenance specification. If BEM fails to make due payment, it shall pay to CK interest upon overdue payment at the rate equivalent to prime lending rate of Krung Thai Bank PCL.

Performance CK shall provide a bank guarantee at a value of 3% of the contract value within 15 days after guarantee agreement date.

Right assignment BEM may assign its rights under this maintenance contract to the following party without any consent

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from CK.

a) The MRTA b) The Royal Thai Government c) Subsidiaries d) The lender (or any agent or trustee acting on their behalf) CK shall not assign or transfer any of its obligations under this maintenance contract without the prior written consent from BEM.

Termination of Termination by BEM contract - If CK fails to undertake its obligations under this maintenance contract, BEM shall give written notice to CK to rectify such issue within a period deemed appropriate by BEM but shall not be less than 14 days. If CK fails to rectify such fault within the period given by BEM or mutually agreed period, BEM shall have the right to terminate the maintenance contract. - If CK becomes bankrupt or makes any composition, or has an application made for the appointment of an administrator, or has a winding-up order made, or a resolution for voluntary winding-up passed, or a receiver or manager of its business is duly appointed, or has an administrative receiver appointed, then the employment of CK under this maintenance contract shall be automatically terminated. Termination by CK If BEM fails to make payment of any undisputed amount due to CK under this maintenance contract within 7 days after the due date, then CK may at its sole discretion serve notice of default on BEM requiring it to remedy BEM’s failure to make payment within 7 days of that notice. If BEM fails to make payment before the expiry of the period set out in the notice, CK may terminate this maintenance contract. Termination of Concession Agreement by the MRTA If the Concession Agreement is terminated by the MRTA for a reason or reasons attributable to the Maintenance Contractor (CK) then the maintenance contract shall be terminated and BEM shall calculate the costs of any damages paid or due to be paid to the MRTA as a result of termination of the Concession Agreement; and the costs of BEM demobilize staff expenses, any Lenders’ cancellation fee and reasonable amount representing inconvenience, closure of contractual matter. The liability of CK shall not exceed 25% of the total fee throughout the entire period of the maintenance contract

(2) Draft Amendment of Agreement to engage CH. Karnchang PCL. to be a project manager for Maintenance Services on Civil & Architecture and Electrical & Machanical Systems of the Chaloem Ratchamongkhon Project (MRT Initial Blue Line) (Hua Lamphong Station – Bang Sue Station)

The draft amendment adds scope of work to cover the maintenance services for the MRT Blue Line Extension Project and extend the agreement period for the MRT Initial Blue Line Project to end at the same time as the MRT Blue Line Extension Project. Furthermore, the draft agreement is deemed as a part of the maintenance service agreement in (1) above and effective on the date the agreement is signed by the counterparties. Liquidated damage and other conditions that have not been amended in this draft amendment in (2) shall be the same as those in the maintenance service agreement on CEM in (1) above. Date of Agreement [] Additional scope of a) The period for CEM maintenance services for MRT Blue Line Extension Project is 7 years from the work/Extension of commercial operation date of MRT Blue Line Project full network which shall be within March 31, services 2020 including the commissioning period, trial run period and mobilization period of approximately 1 year and 6 months. Total contract period shall be 8 year and 6 months; b) The extension of Agreement for CEM Maintenance Services for the MRT Chaloem Ratchamongkhon Project (the MRT Initial Blue Line)1/ shall be extended from October 31, 2023 to end at the same time as the aforementioned agreement in a) (the extension period of agreement is approximately 3 years and 5 months to be ended in March 2027)

Scope of work 1) Supply equipment spare part as specified in the Contract Spare and train the staff for maintenance work to be ready for the Commercial Operation of Section 2 (Hua Lamphong Station – Lak Song Station)

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2) Maintenance services of civil infrastructure including stations, tunnels and depot 3) Maintenance services of Electrical & Mechanical Systems and other systems at the stations, tunnels and depots as follows: a. Fire Detection and Alarm System b. Fire Protection System c. Low Voltage System d. Lighting System e. Power Plug and Receptacle System f. Air Condition System g. Air Ventilation System h. Civil & Architecture System for Level 3-4 i. Building Management System j. Lift System k. Escalator System

Service fee Total service fee is approximately Baht 2,777.70 million (exclusive of value added tax) divided into: • Maintenance and services fee for CEM of MRT Blue Line Extension Project amounting to Baht 1,446.70 million (exclusive of value added tax) • Project management fee for Maintenance and services for CEM of Chaloem Ratchamongkhon MRT Blue Line Project (the MRT Initial Blue Line) amounting to Baht 740.00 million (exclusive of value added tax) • Fee for changing Electrical & Mechanical System’s spare parts for the MRT Initial Blue Line Project in order to enhance the operational efficiency amounting to Baht 591.00 million (exclusive of value added tax)

BEM shall pay for service fee on a monthly basis, in accordance with work progress as specified in the agreement. BEM shall make the payment within 30 days upon receiving an invoice from CK, together with monthly/quarterly report and monthly inspection report, as specified in the agreement. Remark: 1/ CEM contract period is 8 years starting from November 17, 2015 until October 31, 2023.

CapAd receives a confirmation that the essence of the executed version of the amendment of agreement in item (2) above will not be materially changed or will not be corrected in key points, such as scope of work, service fee, and contract period, etc.

1.5 Type and Size of the Transaction The aforementioned transaction is considered a connected transaction and categorized as normal business transaction without general commercial terms, according to the Connected Transaction Notification. The transaction size is equal to 8.96% of Net Tangible Assets of the Company and subsidiaries as of December 31, 2017. Details of the calculation are as follows. (Unit: Baht million) Total assets1/ 98,919.37 Deduct Intangible assets1/ 75.26 Deduct Deferred tax assets1/ 5.00 Deduct Total liabilities1/ 67,740.07 Deduct Minority interests1/ 111.11 Net tangible assets (NTA) 30,987.93 Total value of considerations (Transaction 1 – 3) 2,777.70 Size of the Connected Transaction (percentage of NTA) 8.96% Remark: 1/ From audited consolidated financial statements of the Company for the year ended December 31, 2017.

The value of the Connected Transaction is larger than 3% of Net Tangible Assets of the Company. When combined with size of connected transaction during the previous 6 months of 1.86% of NTA (approved by the Board of Directors’ Meeting No. 7/2017, dated December 20, 2017, to engage CK as the project manager for the construction and improvement of administrative building at Huay Kwang Depot, the procurement and installation of additional Electrical & Mechanical Systems equipment, and the improvement of the automatic fare collection system, totaling Baht 560.00 million (excluding VAT), compared to the NTA as of September 30, 2017 which was Baht 560 million / Baht 30,147.255 million = 1.86% ), total transaction size is equivalent to 10.82% of NTA of the Company

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which is considered as significant connected transactions. Thus, to enter into the Transaction requires the approval from the shareholder’s meeting 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 eligible to vote, excluding shareholders having a conflict of interest. In addition, the Company is required to appoint an Independent Financial Advisor to render the shareholders an opinion on the rationality and appropriateness of the price and conditions of the Transaction for their consideration before making a decision.

1.6 Total Value of Assets Being Acquired and Criteria Used for Calculation of Consideration Value Total value of consideration of Baht 2,777.70 million (excluding VAT) to be paid to CK as the Administrator for the CEM maintenance services for the MRT Blue line is based on a negotiation between the Company and CK, and a reference with cost estimation prepared by InfraAsia, an Independent Expert. The Company has engaged InfraAsia, an Independent Expert with experience and expertise in cost estimation for electric rail system projects, to be the Independent Expert for the appropriate cost estimation. InfraAsia has reviewed and estimated the appropriate consideration under the scope of work of the Maintenance Service on CEM for the MRT Blue Line, of which consideration is an amount of approximately Baht 2,847.74 million, as per the following details: (1) Transaction 1: Maintenance services on 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. The value of this transaction is approximately Baht 1,505.02 million (excluding VAT). (2) Transaction 2: The Extension of the Agreement for Maintenance Services on Civil & Architecture and Electrical & Mechanical Systems for the MRT Initial Blue Line Project to end at the same time as the Agreement for the MRT Blue Line Extension Project in Transaction 1. Total value of this transaction is approximately Baht 745.92 million (excluding VAT). (3) Transaction 3: The improvement and replacement of the expired equipment in the Electrical & Mechanical Systems for the MRT Initial Blue Line Project. Total value of this transaction is approximately Baht 596.79 million (excluding VAT). Total value of 3 transactions proposed by CK is lower than cost estimation prepared by InfraAsia.

1.7 Sources of Fund Used for the Transaction and Payment Term Source of Fund: Cash from operation of the Company. Payment Term to CK: Within 30 days upon receiving an invoice from CK, payable on a monthly basis in accordance with the progress of work as specified in the agreement.

1.8 Conditions for the Transaction The Connected Transaction shall be completed only if the 2018 Annual General Meeting of Shareholders, to be held on April 20, 2018, approve the Company to enter into such transaction.

2. The information of Bangkok Expressway and Metro Public Company Limited is as stated in Part 2 of the Information Memorandum concerning Connected Transaction (Attachment 9), and the Company’s Annual Report for the year 2017 (Attachment 2), enclosed with the notice of the shareholders’ meeting.

3. The information of CH. Karnchang Public Company Limited is as stated in Attachment 1 of this IFA opinion report.

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Part 2: Opinion of the Independent Financial Advisor Concerning the Connected Transaction

1. Purpose and Necessity to Enter into the Transaction The Company signed the Concession Agreement for the MRT Blue Line Project (the “Concession Agreement”) with the Mass Rapid Transit Authority of Thailand (“MRTA”) on August 1, 2000 and March 31, 2017, for a total concession period of 33 years6. The Concession Agreement covers (a) the MRT Chaloem Ratchamongkhon Project (MRT Initial Blue Line Project) (Bang Sue Station – Hua Lamphong Station), which has been managed by the Company since 2000 and has outsourced maintenance services on Civil & Architecture and Electrical & Mechanical Systems (CEM) to CK since November 2015 for an agreement period of 8 years; and (b) the MRT Blue Line Extension Project (Bang Sue Station – Tha Phra Station and Hua Lamphong Station – Lak Song Station), which the Company is responsible for procuring, installing, and testing system equipment (Phase 1 of the Concession Agreement) and outsources such works to CK. Currently, the MRT Blue Line Extension Project has commenced operation for 1 station, namely Bang Sue Station – Tao Poon Station (CK is the administrator for the CEM maintenance services for 1 year, ending in August 2018) and will provide services for all stations within March 2020. The Concession Agreement for the MRT Initial Blue Line Project7 dated August 1, 2000 is deemed a part of the Concession Agreement for the MRT Blue Line Project dated March 31, 2017. In addition, the Concession Agreement for the MRT Initial Blue Line Project has been extended from the original end date of July 1, 2029 to end at the same time as the MRT Blue Line Extension Project, in order for the Project to operate as Through Operation. The Company has a policy to be an efficient train operator. However, scope of work under the Concession Agreement comprises of procurement of electric train system, management of train operation, and maintenance of train system. The Company has expertise in operating train system; however, procurement and maintenance of train system are specialized tasks that require a large number of specialists. The Company, therefore, has a policy to outsource such tasks, which have been implemented under the scope of the MRT Blue Line as follows. The MRT Blue Line under the Concession Agreement The MRT Chaloem Ratchamongkhon (Initial Blue The MRT Blue Line Extension Project Line) (Hua Lamphong Station – Bang Sue Station) (Bang Sue Station – Tha Phra Station1/ and Tasks Under the Concession Agreement dated August 1, Hua Lamphong Station – Lak Song Station) 2000, which is considered a part of the MRT Blue Under the MRT Blue Line Concession Agreement Line Concession Agreement dated March 31, 2017 dated March 31, 2017 Procurement, CKET Joint Venture (comprising CK and Expert CK installation, and Transport Co., Ltd.)2/ testing of Electrical and Mechanical equipment for train system Train System The Company (since 2004) The Company, dividing into 3 sections, namely Operation Section 1, Bang Sue Station – Tao Poon Station, commenced operation on August 11, 2017 (included in the section Bang Sue Station – Tha Phra Station) Section 2, Hua Lamphong Station – Lak Song Station, to commence operation in September

6 Divided into (1) Phase 1: Design, procure, install, and test Electrical & Mechanical system, as well as conduct trial run of the MRT Blue Line Extension Project. This phase covers a period of 3 years, starting from March 31, 2017 to no later than March 31, 2020; and (2) Phase 2: Operate train system of the MRT Initial Blue Line Project and the MRT Blue Line Extension Project as a Through Operation for a period of 30 years 7 The Company entered into a concession agreement with MRTA for the MRT Chaloem Ratchamongkhon Project (MRT Initial Blue Line) in the form of PPP Net Cost, of which the Company had the exclusive right to collect fare revenue and revenue from other commercial activities, including advertisement and rental of space in the Project and wireless communication services in stations and trains, for a period of 25 years, starting from July 2, 2004 to July 1, 2029. Under the concenssion agreement, the Company is obliged to pay MRTA certain compensations from collection of fare revenue and revenues from other commercial activities, as specified in the agreement. The concession agreement was later extended for another 20 years and 9 months to end on March 30, 2050.

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The MRT Blue Line under the Concession Agreement The MRT Chaloem Ratchamongkhon (Initial Blue The MRT Blue Line Extension Project Line) (Hua Lamphong Station – Bang Sue Station) (Bang Sue Station – Tha Phra Station1/ and Tasks Under the Concession Agreement dated August 1, Hua Lamphong Station – Lak Song Station) 2000, which is considered a part of the MRT Blue Under the MRT Blue Line Concession Agreement Line Concession Agreement dated March 31, 2017 dated March 31, 2017 2019, and Section 3, Tao Poon Station – Tha Phra Station, to commence operation in March 2020 Maintenance In the past In the past Services on Civil & (during 2004 - 2011) Past Architecture and • Five contracts3/ for maintenance services on None, because the construction has not Electrical & CEM systems for a period of 7 years (2004 – completed. Mechanical 2011) with 4 contractors Systems (CEM) (during 2011 - 2015) • Elevators and Escalators: an existing contractor, from 2011 - 2015 • Maintenance services on systems4/: another existing contractor, from 2011 to 2015 • Maintenance services on civil infrastructure and supporting systems5/: by the Company (hiring subcontractors on a job-per-job basis) At present At present CK undertakes all maintenance services on CEM Section 1 Bang Sue Station – Tao Poon Station by systems for a period of 8 years, starting from CK, starting from August 11, 2017 – August 10, November 17, 2015 to October 31, 2023 2018 (Maintenance Level 1 – 4)5/6/ Section 2 Hua Lamphong Station – Lak Song Station, and Section 3 Tao Poon Station – Tha Phra Station: none, because the construction has not completed Transactions for this approval Transaction for this approval Counterparty: CK Counterparty: CK (1) Extension of the existing contract mentioned Maintenance services on CEM systems for a period above to end at the same time as the contract of 7 years, starting from the date on which full for maintenance services on CEM systems for operation of the MRT Blue Line commences, in the MRT Blue Line Extension Project (or an addition to maintenance services during Trial Run extension of 3 years and 5 months, from of one and a half years, totaling 8 years and 6 November 1, 2023 to March 31, 2027) months (Maintenance Level 1 – 4)5/,6/ (Maintenance Level 1 – 4)3/,4/ (2) Upgrade and replace Electrical & Mechanical equipment that have passed their useful lifes (Maintenance Level 5)7/ Maintenance Siemens (Thailand) Co., Ltd. Siemens (Thailand) Co., Ltd. Services for Mechanical and Electrical Equipment and Railways Remark: 1/ The MRT Blue Line Extension Project, section Bang Sue Station – Tha Phra Station, includes section 1 Bang Sue Station – Tao Poon Station and section 3 Tao Poon Station – Tha Phra Station. 2/ CKET Joint Venture manages project under concession, covering the design, production, delivery, installation, testing, and commencement of M&E equipment, and the preparation of personnel in order to prepare for the commencement of the MRT Initial Blue Line Project. Furthermore, Mahasiri Siam Co., Ltd. and Mr. Plew Trivisvavet’s group are major shareholders in Expert Transport Co, Ltd., in which Mahasiri Siam Co., Ltd. holds 90% of total registered and paid-up capital. 3/ Cover the followings: (1) civil infrastructure of Hua Lamphong Station – Praram 9 Station (UGS), (2) civil infrastructure of Thailand Cultural Center Station – Bang Sue Station (UGN), (3) elevators and escalators, (4) civil infrastructure and architecture of the Depot, and (5) Electrical & Mechanical Systems of the Depot.

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4/ The Company hired a contractor for maintenance services on CEM systems, covering environment control system, lighting and receptacles system, tunnel ventilation system, low voltage system, fire detection and alarm system, and clean agent fire suppression system. 5/ The Company is responsible for maintenance services for CEM systems covering civil infrastructure and architecture of tunnels (Maintenance Level 1 – 2), water pump system, and water spray fire suppression system. The Company may hire subcontractor on a job-per-job basis. 6/ Please see scope of maintenance services (Maintenance Level 1 – 4) on CEM systems for the MRT Initial Blue Line Project and the MRT Blue Line Extension Project, to be performed by CK under the contract, in Part 3, Clause 1.1 on page 30 of this IFA report. 7/ Maintenance Level 5 of the CEM maintenance services for the MRT Initial Blue Line Project includes the replacement of equipment in the systems that have passed their useful lifes, deteriorated, obsoleted (such as electronics, softwares, and batteries, etc.), are not energy-efficient (such as air conditioner system, water pump system, etc.), and/or are lack of spare parts as equipment vendors stop manufacturing outdated products. The Company will prepare an Equipment List for Maintenance Level 5 and hire a contractor to carry out the job on a job-per-job basis, normally at a 10 – 15 years interval, depending on useful life, deterioration, and technological change of each equipment. (This round, the Company will engage CK for such job as proposed for approval from the Annual General Meeting of Shareholders.) This is the first Maintenance Level 5 to be carried out since the inception of train operation.

Please see explanation and details of Maintenance Level 1 – 5 in Part 3, Clause 1.1, page 32 - 33 of this IFA report.

Transaction 1 - 2: Since the beginning of the operation of the MRT Initial Blue Line Project’s service in 2004, the Company has resolved problems and provided guidelines for maintenance services on CEM systems in order to provide the service at the most efficient level, as follows. During 2004 – 2015: From 2004, the Company hired several contractors for maintenance services on CEM systems for the MRT Initial Blue Line Project via open bidding process. It encountered problems on maintenance services and had conflicts with those contractors, wasted a lot of time and manpower in negotiation with them. Most conflicts with such contractors were a result of denial of responsibilities from some of the service providers, citing the damage to CEM had been caused by construction contractors and was out of their scope of work such as water leakage in the tunnel, and malfunction of escalators. These incidents cost the Company a lot of time and manpower in negotiation processes, as well as expenses in addition to the value of maintenance works under the contract. In some incidents, the Company asked CK, who was more influential with contractors, to negotiate with them on its behalf and could resolve those conflicts with no extra expenses. Therefore, the Company has a policy to outsource the CEM maintenance services for the MRT Blue Line Project to the sole administrator in order to resolve such issue. November 2015 – present: Since mid-November 2015, the Company has engaged CK as the administrator for the CEM maintenance services for the MRT Initial Blue Line Project, replacing the existing administrator, on a Fixed Fee basis. Consequently, the Company has been able to control maintenance costs and reduce difficulties in coordination between the Company and the maintenance administrator. Since undertaking the contract, CK has performed its duties smoothly in accordance with scope and term of the agreement, with no extra expenses in addition to the agreed compensation in the agreement. Therefore, in order to facilitate the continuity of the CEM maintenance services for the whole MRT Blue Line Project, to comply with the Through Operation nature of the Project, to comply with the Company’s policy to outsource a third party, who is specialized in Civil & Architecture and Electrical & Machanical Systems, to administrate maintenance service, as it requires a large number of specialists, and to leverage CK’s current role as the administrator of the CEM maintenance services for the MRT Initial Blue Line Project, capable personnel, and familiarity with the MRT Blue Line Project’s working system (such as security, procedure to access working areas, and time to conduct maintenance services), which has been strictly specified by MRTA, the Company decides to engage CK as the administrator of the CEM maintenance services as follows: Transaction 1: The CEM maintenance services of the MRT Blue Line Extension Project, in order to facilitate continuity of the CEM maintenance services for the whole MRT Blue Line Project under the same administrator as the MRT Initial Blue Line Project and the MRT Purple Line Project, which connects with the MRT Blue Line Extension Project at Tao Poon station, to harmonize the maintenance services plan of the Company, to operate the train system efficiently and smoothly, to simplify the management of only one administrator instead of dealing with several ones, and to reduce coordination effort, risk, and problems that may impact train operation. The CEM maintenance

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services is critical to the reliability of train operation in order to provide service with no interruption for all 365 days in a year; and Transaction 2: The extension of the existing maintenance service agreement for the MRT Initial Blue Line Project to end at the same time as the MRT Blue Line Extension Project’s agreement for the same reasons and necessities as in the Transaction 1 above. In addition, CK is currently the administrator of the CEM maintenance services. The extension of the agreement facilitates the continuity and smoothness in providing maintenance services.

Transaction 3: The improvement and replacement of the equipment in the Electrical & Mechanical Systems that passed their useful lifes (Maintenance Level 5) is necessary because the equipment have been in use for nearly 14 years (since the beginning of the operation on July 2, 2004)8. Many equipment have passed their useful lifes, deteriorated, obsoleted (such as electronic equipment, softwares, and batteries, etc.); are not energy-efficient (such as air conditioning system, water pump system, etc.); and/or are lack of spare parts as equipment vendors stop manufacturing outdated products. The maintenance will enable the Company to improve its operational efficiency, reduce unexpected equipment failure, and reduce energy-related expenses. The Maintenance Level 5 will be carried out at approximately 10 – 15 years interval, depending on useful life, deterioration, and technological change of each equipment. This is the first Maintenance Level 5 on CEM systems for the MRT Initial Blue Line since the beginning of the operation. The fact that CK is both the administrator of the CEM maintenance services and the participant in the procurement, installation, and testing of M&E systems equipment for the MRT Initial Blue Line Project, it is therefore familiar with civil infrastructure, equipment, and systems of the MRT Blue Line Project.

2. Comparison of Advantages and Disadvantages of the Transaction 2.1. Advantages and Benefits of the Transaction Transaction 1 - 2 (1) The outsource of the CEM maintenance services systems to an administrator will enable the Company to concentrate on providing efficient train operation service, in accordance with the Company’s policy As the Company would like to be an efficient train operator, it has a policy to outsource the CEM maintenance services systems to a third-party. Therefore, the engagement of an administrator for CEM systems maintenance services is in accordance with the Company’s objective and let it concentrate on becoming an efficient train operator.

(2) Reduce the Company’s burden on employing workforce and managing a large number of specialists for maintenance services on CEM systems The maintenance services on CEM systems require expertise and a large number of specialists. By outsourcing such maintenance services to a third-party, the Company is able to reduce a burden on employing workforce and managing those specialists. It is a general practice for a lot of companies to outsource some of their functions instead of hiring a large number of direct employees.

(3) Control expenses for maintenance services on CEM systems to be within the specified budget The CEM systems maintenance service agreement is based on Fixed Fee throughout the entire period of the agreement, payable in monthly installments in accordance with work progress specified in the agreement. Therefore, the Company will be able to control CEM systems maintenance service cost for each project to be within a specified budget, under common scope of work specified in the Concession Agreement with MRTA, dated August 1, 2000 and March 31, 2017, and service quality and efficiency required by the Company. Compensation for Transaction 1 is divided into (a) compensation during Mobilization Period and first year (September 2018 – 2020) in the amount of Baht 326.70 million, (b) compensation for the next 3 years (2021 – 2023) in the amount of Baht 515.00 million, and (c) compensation for the final 3 years (2024 – March 2027) in the amount of Baht 605.00 million. Compensation for

8 Electrical and mechanical equipment in the MRT Initial Blue Line Project are approximately 16 years old because they had been installed for a certain period before train operation commenced.

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Transaction 2 shall be paid during November 2023 to March 2027 in the amount of Baht 740.00 million.

(4) Reduce the Company’s burden on communication and negotiation with several administrators for maintenance services As mentioned earlier in Part 2, Clause 1 of this IFA report concerning problem solving and guideline on maintenance services on CEM systems, the engagement of the sole administrator for maintenance services will reduce the Company’s burden on communication and/or negotiation with several administrators and enable it to centralize the coordination of maintenance services through only one administrator. In addition, the big maintenance service administrator will be more influential than the Company in negotiating with subcontractors. This will benefit the Company and help reduce conflicts pertaining to scope of responsibilities with other contractors as happened in the past, namely denial of responsibilities for maintenance services by some contractors, citing the CEM systems failure had been caused by construction contractors and out of their scope of works, such as water leakage in the tunnel, and malfunction of escalators, etc. Throughout the period in which CK engaged in maintenance on CEM, it has performed its duties under the scope of works and conditions under the agreement, with no extra expenses from the agreed amount in the agreement. In addition, the Company engaged CK in the past to construct several expressway and rail projects, all of which were completed in time and of high quality, resulting in lower maintenance costs. Recently, the Company engaged CK for the following projects, the construction of Si Rat – Outer Bangkok Ring Road Expressway, and the procurement, installation, and testing of Electrical & Mechanical Systems equipment for the MRT Purple Line Project. Both projects commence operations 3 months before the scheduled opening date, with no extra expenses. CK has no history of delay in delivery of work or abandonment of agreement with government or private counterparty.

Transaction 3 (5) The improvement and replacement of the expired equipment in the Electrical & Mechanical Systems will improve efficiency of train operation, reduce risks from unexpected equipment failure, and lower energy-related expenses. Electrical & Mechanical Systems equipment for the MRT Initial Blue Line Project have been in use for nearly 14 years (since the beginning of the operation on July 2, 2004). − Equipment in many parts of the project, such as electronic equipment, hardwares, softwares, workstation, batteries, UPS, and capacitor bank, etc., have passed their useful lifes or deteriorated. − Equipment in many parts of the project are not energy-efficient, such as air conditioning system. At present there are a new Variable Refrigerant Volume that can automatically dispense refrigerant in sync with Condensing Unit (CDU) and Blower Unit, a new Variable Speed Drive for water pump system that can automatically adjust speed of water pump, an Automatic Bleed Off for controlling pH of water used in cooling system automatically, and a new Cooling Tower. These upgrades will help save energy and improve operational efficiency. − Equipment in many parts of the project are lack of spare parts as vendors stop manufacturing outdated equipment. Therefore, the improvement and replacement of Electrical & Mechanical Systems equipment for the MRT Initial Blue Line Project that have passed their useful lifes will help the Company operate the train system more efficiently, reduce risk from unexpected equipment failure, and lower energy- related expenses.

2.2. Disadvantages and Risks of the Transaction Transaction 1 – 3 (1) Dependency on CK as the sole administrator of the CEM maintenance services The engagement of the sole administrator for maintenance services will make the Company rely on only one party for the CEM maintenance services and expose it to an operational risk in case that the administrator is unable to perform the tasks under the agreements. However, the administrator may hire sub-contractors to perform the duties on its behalf. If the administrator fails to perform the tasks or terminates the services, the Company is able to engage a new administrator or sub-contractors of the administrator to provide maintenance services directly as the Company did in the past.

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(2) The Company has no opportunity to compare CK’s proposal for the CEM maintenance services with other parties’ Since the engagement of CK in this Transaction is the engagement of existing administrator of maintenance services of the MRT Initial Blue Line in order to facilitate continuity of the CEM maintenance services of the whole MRT Blue Line Project, so it will be done without an open bidding. The Company, therefore, has no opportunity to compare CK’s proposal with other parties’. However, the Company possesses historical and current information on value of maintenance services on CEM systems for the MRT Initial Blue Line Project and the MRT Purple Line Project, which can be used for comparison. In addition, it also referred to the cost estimation report prepared by InfraAsia, the Independent Expert on rail transportation, in making the decision. CapAd has reviewed the consideration to be paid to the administrator for maintenance services on CEM systems and found that the consideration for each transaction was below the cost estimation assessed by InfraAsia.

3. Comparison of Advantages/Benefits and Disadvantages/Risks between the Transaction Made with the Connected Person and the Transaction Made with a Third Party 3.1. Advantages/Benefits of Execution of the Transaction with Connected Person (1) CK is a large-scale contractor in Thailand who has experience, expertise, and readiness to become the administrator for maintenance services for the MRT Blue Line Project CK is a large-scale construction company in Thailand with experience, expertise and familiarity with equipment, as well as civil infrastructure of the MRT Blue Line Project as it is the construction contractor for the tunnels and metro stations in the southern section of the MRT Blue Line Project. Moreover, it is also the project manager for the Procurement and Installation of the Mechanical and Electrical Equipment for the MRT Purple Line. Therefore, CK is well-equipped to be the administrator for maintenance services and supply of tools and equipment used for maintenance. CK has direct experience in electric rail projects, including design, procurement, installation of equipment in various systems, civil infrastructure, as well as maintenance services. Moreover, it is a large operator in electric rail business. Experience of CK in rail business can be summarized as follow:

Direct experience in the MRT Blue Line Project (a) CK (under CKET Joint Venture) was engaged to be the project manager responsible for the design and installation of the Electrical & Mechanical System Equipment for the MRT Initial Blue Line Project, in which the Company has a concession to operate. The responsibilities also included system integration and trial run of the train system until the commencement of the operation within the period specified by MRTA in M&E Equipment Procurement, Construction and Management Contract. (b) CK was engaged to be the project manager responsible for the design, procurement, and installation of the Electrical & Mechanical System Equipment for the MRT Blue Line Extension Project (All Electrical & Mechanical Systems must be integrated with those in the MRT Initial Blue Line Project. In addition, the project included the installation of equipment and construction of supporting facilities needed for Through Operation of the MRT Blue Line.) (M&E Equipment Procurement, Construction and Management Contract) (c) CK was the administrator for maintenance services on CEM systems for the MRT Initial Blue Line (Hua Lamphong Station – Bang Sue Station). (d) CK was engaged to be the project manager responsible for the procurement, installation, testing of Electrical & Mechanical system equipment for the MRT Purple Line Project, Tao Poon Station – Bang Sue Station (1 station), which was later transferred to be a part of the MRT Blue Line Extension Project. Furthermore, Tao Poon Station is a connecting station between the MRT Blue and Purple Line Project. (M&E Equipment Procurement, Construction and Management Contract) (e) CK was responsible for Care of Works for civil infrastructure of the MRT Blue Line Project, Hua Lamphong – Bang Khae section and Bang Sue – Tha Phra section under the second direct contract with MRTA. In addition, it was also responsible for the construction of civil infrastructure and installation of Electrical & Mechanical Systems under the second contract (Sanamchai – Tha Phra section) of the MRT Blue Line Extension Project.

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Item (a) – (d) above were under the Company’s responsibilities that had been sub-contracted to CK.

Experience in other electric rail projects (a) CK was responsible for the procurement, installation, and testing of Electrical & Mechanical system equipment for the MRT Purple Line Project, Khlong Bang Phai Station – Tao Poon Station. (M&E Equipment Procurement, Construction and Management Contract) (b) CK was the administrator for maintenance services on CEM systems for the MRT Purple Line Project, Khlong Bang Phai Station – Tao Poon Station. (c) CK (under CKTC Joint Venture) was responsible for the construction of civil infrastructure and installation of Electrical & Mechanical system equipment of the first contract (Phra Nang Klao Station – Bang Sue Station) of the MRT Purple Line Project. (d) CK (under CKST Joint Venture) was responsible for the construction of underground facilities, train depot, and parking building of the MRT Orange Line (East) Project, Thai Cultural Center – Min Buri section. Item (a) – (b) above were under the Company’s responsibilities that had been sub-contracted to CK.

Therefore, CK is familiar with civil infrastructure and Electrical & Mechanical system equipment for all the MRT projects the Company undertakes. Moreover, it is well positioned to be the administrator of maintenance services for the MRT Blue Line Project because it has been a part of the team procuring and installing Electrical & Mechanical system equipment for the MRT Initial Blue Line and the MRT Blue Line Extension Project from the beginning, and it is currently the administrator of maintenance services for the MRT Initial Blue Line. Furthermore, CK has extensive experience in administrating maintenance services for large infrastructure projects, such as maintenance service for Bangkok Expressway Public Company Limited in structure maintenance and repairment of Si Rat Expressway Section 1 (Uruphong – Phra Ram 9), Section 2 (Uruphong – Chaengwattana), and Section 3 (Uruphong – Bang Khlo), Round 1 – 3, and Udon Ratthaya Expressway Section 1 (Chaengwattana – Chiang Rak) and Section 2 (Chiang Rak – Bang Sai), Round 1 – 3. CK is a large construction company in Thailand with experience in Project Management for numerous projects, such as the design and construction of expressway system project, the construction of underground train system, the design and construction of large hydropower project, the construction of tap water production and distribution system project, and the construction of special highway projects, representing its potential and capability for project management of large-scale projects. This is another factor supporting and providing the confidence that CK’s experience will help it carry out maintenance services on CEM systems for the MRT Blue Line smoothly and efficiently.

(2) The engagement of CK facilitates continuity in administrating the CEM maintenance services for the whole MRT Blue Line Project, as well as the connection to the MRT Purple Line Project at Tao Poon Station The Company has been granted 2 concessions from MRTA, namely (a) the MRT Blue Line Project (comprising the MRT Initial Blue Line Project and the MRT Blue Line Extension Project), and (b) the MRT Purple Line Project (currently connecting with the MRT Initial Blue Line at Tao Poon Station to form a single rail network). The maintenance service for the whole MRT Blue Line Project should be carried out continuously under one administrator, which is in line with the purpose of having BEM as the sole concessionaire. Therefore, the engagement of the CK as the administrator for maintenance services on CEM systems for the whole MRT Blue Line Project will facilitate continuity in providing maintenance services, as well as unification of maintenance plan for the whole system. This will let the train system operate efficiently and simplify administration process. In addition, since the MRT Blue Line Project and the MRT Purple Line Project will integrate in the future, having one administrator of maintenance services for both projects will benefit the overall management of the integrated system.

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(3) The engagement of CK will reduce the conflicts and arguments in maintenance services on CEM systems As mentioned earlier on problem solving and guideline on maintenance services on CEM systems in Part 2, Clause 1 in this IFA report, the engagement of CK as the administrator of maintenance services on CEM systems for the MRT Blue Line Project will reduce the Company’s burden on communication and/or negotiation on any conflicts with several administrators and concentrate the coordination of such maintenance services under CK. CK has strong negotiation power over sub-contractors because it has been in construction business for more than 40 years and possessed good business relationships with maintenance service providers for each type of equipment and civil infrastructure. This benefits the Company by reducing conflicts with other service providers concerning scope of responsibilities as happened in the past. In addition, due to the fact that CK was the project manager responsible for the design, procurement, installation, and testing of Electrical & Mechanical system equipment for the MRT Blue Line Extension Project, the engagement of CK as the administrator for maintenance services will hold CK accountable as it will not be able to deny responsibilities on any damage to system equipment it installed. For the extension of the maintenance service agreement for the MRT Initial Blue Line Project, it will facilitate continuity of scope of works and responsibilities, and CK will not be able to deny any responsibilities on any damage to system equipment it currently administrates maintenance services.

(4) The engagement of CK will raise confidence level that the administrator of maintenance services on CEM systems will perform its duties with highest efficiency and quality level, and will not abandon agreement because CK, as a major shareholder in the Company, will receive an indirect benefit if the Company gets any benefit. As a major shareholder in the Company, CK has a commitment to administrator the maintenance services on CEM systems at the highest efficiency and quality level, and not to abandon the agreement because CK will gain an indirect benefit from the Company, unlike a transaction with a third party who may carry out the works with no concern on quality, abandon the agreement, and have no interest in building long-term relationship.

3.2. Disadvantages/Risks of the Transaction with connected person (1) Higher dependency on CK The transaction to engage CK as the administrator of maintenance services on CEM systems for the MRT Blue Line will increase CK’s role as the administrator of maintenance services for all of the Company’s Metro projects. In addition, the Company has been depending heavily on CK in business operation. From the beginning, CK was only a major shareholder in the Company, then became the main counterparty in the agreement to procure and install Electrical & Mechanical equipment for the MRT Blue Line Project and MRT Purple Line Project, and the administrator of maintenance services on CEM systems for the MRT Blue Line Project and MRT Purple Line Project. The proportion of value of work given to CK is equal to 8% of total value of procurement made by the Company in 2018.

(2) Additional expenses for the appointment of the Independent Financial Advisor and the arrangement of shareholders’ meeting To enter into the significant connected transactions, the Company is required to arrange a shareholders’ meeting, and to appoint the Independent Financial Advisor to render an opinion on the Connected Transaction, as well as document-related expenses, which incur additional expenses to the Company of approximately Baht 2 million. In comparison to the execution of the transaction with a third party, no such additional expenses are incurred.

4. Other analyses 4.1 Analysis on the Company’s ability to make the payments in accordance with the agreement to engage CK The Company will make the payments to CK on a monthly basis throughout the entire period of the agreement from its operation cash flow in the amount of Baht 2,972.14 million (including VAT), whereby

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Compensation for Transaction 1 is equal to Baht 1,547.97 million (including VAT), dividing into (a) Mobilization Period and first year (September 2018 – 2020) totaling Baht 349.57 million, (b) the next 3 years (2021 – 2023) totaling Baht 551.05 million, and (c) the final 3 years (2024 – March 2027) totaling Baht 647.35 million; Compensation for Transaction 2 is equal to Baht 791.80 million (including VAT), starting from November 2023 to March 2027; Compensation for Transaction 3 is equal to Baht 632.37 million (including VAT), gradually paid as per actual payment, starting from September 2018 to 2024. Total compensation for Transaction 1 – 3 is not evenly distributed per year, but in the range of Baht 112.35 – 438.70 million (including VAT). According to the separate financial statements of the Company for the year ended December 31, 2017, cash and equivalent and short-term investment were Baht 2,526.94 million and Baht 1,437.88 million, respectively. The Company is entitled to Baht 2,065.00 million9 additional cash from the sale of common shares of Xayaburi Power Company Limited in June 2018. In addition, the Company generates Baht 2,975.47 million and Baht 6,083.84 million profit and cash flow from operation in 2017, respectively. Therefore, the Company has adequate liquidity to compensate CK throughout the entire period of the agreement. In addition, the Company may not have to pay full value of VAT (purchase tax) because it can offset the amount with VAT (sale tax), depending on the amount of purchase and sale VAT of the Company in each month.

4.2 Appropriateness of conditions in the draft amendment of the agreement to engage CK as the administrator of the CEM maintenance services for the MRT Initial Blue Line Project (Hua Lamphong Station – Bang Sue Station) CapAd considered the appropriateness of the conditions in the draft amendment of the agreement to engage CK as follows: (1) Payment Term The Company will compensate CK in monthly installment within 30 days upon receiving an invoice from CK, in the amount specified in the draft agreement to engage CK as the administrator of the CEM maintenance services for the MRT Blue Line Project. The Company is responsible for paying VAT on such compensation. The payment will be made in accordance with progress as specified in the agreement, divided into group of equipment and based on actual Key Performance Indicator (KPI) in comparison with KPI target. Such condition is the same as that in the current agreement to engage the administrator of the CEM maintenance services for the MRT Blue Line Project, date November 17, 2015, and is normal condition in an agreement of similar services. Therefore, CapAd is of the view that the payment term is appropriate.

(2) Scope of Maintenance Service Scope of work in the amendment of the agreement to engage CK is based on the scope of work in the current agreement for the CEM maintenance services for the MRT Blue Line Project, dated November 17, 2015. Such scope of work defines roles and responsibilities for Preventive Maintenance and Corrective Maintenance for each type of equipment in detail. There is a timetable for maintenance service on each equipment, such as safety related graphics and signage shall be fixed within 120 minutes after notifications, lamp off/flashing and lighting circuit damaged shall be fixed within 48 hours after notification, and lamp off, which is installed higher than 5 meters, shall be fixed within 120 hours after notification. The administrator of maintenance service is required to prepare Monthly, Quarterly, and Yearly Performance Report, Annual Maintenance Service Plan, Work Plan and Analysis, Asset Register

9 If the following conditions are met: (a) the 2018 Annaul General Meeting of Shareholders of the Company, to be held on April 20, 2018, approved Agenda 9, (b) the 2018 Annual General Meeting of Shareholders of CK Power Public Company Limited, to be held on April 10, 2018, approved to purchase common shares of Xayaburi Power Company Limted from the Company, and (c) the group of financial institutions providing credit facilities to Xayaburi Power Company Limited under credit facilities agreements and other agreement counterparties of Xayaburi Power Company Limited with restrictions on share transfer have consented the Company to transfer common shares of Xayaburi Power Company Limited to CK Power Public Company Limited.

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and Spare Part Control, Internal Audit, and Management Review, as well as guideline on engagement of sub-contractors. The scope of work of maintenance services is thoroughly and carefully detailed and in line with the scope of work of maintenance services specified in the Concession Agreement between the Company and MRTA, dated August 1, 2000 and March 31, 2017. Therefore, CapAd is to the opinion that the scope of work of CK is appropriate.

(3) Assessment of maintenance works performed The assessment will be conducted by using key performance indicator (KPI) as a measurement, with a calculation to adjust value of work. There is a clear numerical target for each work, and KPI is weighted in each group of equipment, as well as formula for KPI calculation for each type of equipment, based on the measurement of each group of equipment, such as (a) target KPI for air conditioner is the availability to use of no less than 99.90% of train operation time. Formula used to calculate the “availability” is number of hours available for use, number of air conditioners, and number of hours unavailable for use; (b) target KPI for fire detection and alarm system is the availability for use of no less than 99.80%. Formula used to calculate the “availability” is number of hours the system available to detect and alarm, number of fire detection and alarm systems, and number of hours the system unavailable to detect and alarm. In addition, there is a detailed calculation formula for penalty in case that the administrator of maintenance services returns maintenance area later than the period being granted, which causes a delay in train operation. There are detailed formulae for calculation of such assessments, which have been carefully and thoroughly determined. They are based on the current agreement to engage the administrator of the CEM maintenance services for the MRT Blue Line Project, dated November 17, 2015. Therefore, CapAd is of the opinion that the assessment of works in the agreement to engage CK is appropriate.

(4) Other conditions Other conditions are normal conditions found in agreement of similar services and agreement to engage a contractor in general.

5. Conclusion of the Independent Financial Advisor’s Opinion Regarding Reasonableness of the Transaction The Company has been granted a concession for the MRT Blue Line Project, comprising (a) MRT Chaloem Ratchamongkhon (MRT Initial Blue Line) (Bang Sue Station – Hua Lamphong Station), of which the Company has managed since 2000; and (b) MRT Blue Line Extension Project (Bang Sue Station – Tha Phra Station and Hua Lamphong Station – Lak Song Station). All lines will be integrated as Through Operation of the MRT Blue Line Project in March 2020. The Company has a policy to be an efficient train operator. However, scope of work under the concession agreement comprises of procurement of electric train system, management of train operation, and maintenance of train system while the Company has expertise only in operating train system. Procurement and maintenance of train system are specialized tasks that require a large number of specialists. The Company, therefore, has a policy to outsource such tasks to third parties. Since the commencement of the operation of the MRT Initial Blue Line in 2004, the Company has engaged several third-party service providers to provide the CEM maintenance services, and encountered several problems from maintenance services and conflicts with those service providers, mostly as a result of denial of responsibilities from some of the service providers, citing the damage to CEM had been caused by construction contractors and was out of their scope of work. These incidents cost the Company a lot of time and manpower in negotiation processes, as well as expenses in addition to the value of maintenance works under the contract. In 2015, the Company engaged CK, who is specialized in Civil & Architecture and Electrical & Machanical Systems, as the administrator of the CEM maintenance services for the MRT Initial Blue Line Project on a fixed fee payment basis, replacing the existing one, and was able to control maintenance costs, as well as reduce difficulty in coordination. Since becoming the administrator of maintenance services for the MRT Initial Blue Line Project, CK has performed its duties under the scope of works and conditions under the agreement, with no extra expenses from the agreed amount in the agreement. Therefore, in order to facilitate the continuity of the CEM maintenance services for the whole MRT Blue Line Project, to comply with the Through Operation nature of the Project, to comply with

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the Company’s policy to outsource a third party, who is specialized in Civil & Architecture and Electrical & Machanical Systems, to administrate maintenance service, as it requires a large number of specialists, and to leverage CK’s current role as the administrator of the CEM maintenance services of the MRT Initial Blue Line Project, capable personnel, and familiarity with the MRT Blue Line Project’s working system (such as security, procedure to access working areas, and time to conduct maintenance services), which has been strictly specified by MRTA, the Company decides to engage CK as the administrator of the CEM maintenance services as follows: Transaction 1: The the CEM maintenance services for the MRT Blue Line Extension Project, in order to facilitate continuity of the CEM maintenance services for the whole MRT Blue Line Project under the same administrator as the MRT Initial Blue Line Project and the MRT Purple Line Project, which connects with the MRT Blue Line Extension Project at Tao Poon station, to harmonize the maintenance services plan of the Company, to operate the train system efficiently and smoothly, to simplify the management of only one administrator instead of dealing with several ones, and to reduce coordination effort, risk, and problems that may impact train operation. The the CEM maintenance services is critical to the reliability of train operation in order to provide service with no interruption for all 365 days in a year. Transaction 2: The extension of the existing maintenance service agreement for the MRT Initial Blue Line Project to end at the same time as the MRT Blue Line Extension Project’s agreement for the same reasons and necessities as in the Transaction 1 above. In addition, CK is currently the administrator of the CEM maintenance services. The extension of the agreement facilitates the continuity and smoothness in providing maintenance services. Transaction 3: The improvement and replacement of the expired equipment in the Electrical & Mechanical Systems (Maintenance Level 5) for the MRT Initial Blue Line Project are necessary as they have been in use for almost 14 years (since the commencement of train operation on July 2, 2004). Equipment in many parts of the operation have passed their useful lifes, deteriorated, or obsoleted (such as electronic equipment, softwares, and batteries, etc.); are not energy efficient (such as air conditioner system, water pump system, etc.); and/or are lack of spare parts as equipment vendors stop manufacturing outdated products. Therefore, the improvement and replacements of Electrical & Mechanical system equipment are necessary in order for the Company to operate the train system more efficiently, reduce risks associated with unexpected equipment failure, and lower energy-related expenses. As CK is the administrator of the CEM maintenance services and also involved in the procurement, installation, and testing of Electrical & Mechanical system equipment for the MRT Initial Blue Line Project, it is familiar with Civil & Architecture and Electrical & Mechanical Systems of the MRT Initial Blue Line Project.

This Connected Transaction has advantages and benefits as follows: Advantages and benefits of the Transaction 1 - 2 are - Compliance with the Company’s policy to outsource the CEM maintenance services and concentrate on operating the train system efficiently. - Reduction of the burden to employ workforce and manage a large number of specialists for carrying out in-house maintenance services. - Control of maintenance costs within a specified budget due to the Fixed Fee nature of the entire agreement period, and gradual payment of the fee on a monthly basis in accordance with work progress as specified in the agreement. - Reduction of the burden to contact and resolve conflicts with several maintenance service administrators as happened in the past, as they refused to take responsibilities for maintenance services by citing the CEM system failure had been caused by construction contractors and out of their scope of works. - CK is a large-scale contractor in Thailand with extensive experience, expertise, and familiarity with system equipment and civil infrastructure of the MRT Blue Line Project, and well-equipped to be the administrator of maintenance services for the MRT Blue Line Project. - Having CK as the sole administrator and the same end date of the maintenance service agreements will facilitate continuity of the CEM maintenance services and harmony of maintenance service planning of the whole MRT Blue Line Project. - Reduction of conflicts and arguments on the CEM maintenance services for the MRT Blue Line Extension Project, as CK was the project manager responsible for the design, procurement, installation, and testing of the Electrical & Mechanical Systems and cannot avoid taking

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responsibilities for any damages to the systems. For the extension of the maintenance service agreement of the CEM for the MRT Initial Blue Line, CK will seamlessly take responsibilities for maintenance services for both projects and cannot deny any responsibilities for damages to system equipment for CEM it currently maintains. - Electrical & Mechanical Commitment to provide the CEM maintenance services systems with highest efficiency and quality and not to abandon the agreements as a major shareholder of the Company. CK will take indirect benefit from the Company, unlike a third-party administrator, who may render the services without concern on quality, abandon the agreement, and not be interested in building a long-term relationship.

Advantages and benefits of the Transaction 3 are as follows. - The upgrade and replacement of Electrical & Mechanical system equipment for the MRT Initial Blue Line Project that have passed their useful lifes will help improve efficiency of the train operation, reduce the unexpected failure of equipment, and reduce energy-related expenses.

However, the Connected Transaction has disadvantages and risks as follows. - Dependency on the sole administrator of maintenance services for CEM will expose the Company to a risk in case that the administrator is unable to render the services under the agreements. - No opportunity to compare offers from other administrators as there is no open bidding process. - Increase in CK’s role in becoming the administrator of maintenance services for all of the Company’s MRT projects. From being only a major shareholder, the Company has relied more on CK in its business operation as the main counterparty in the procurement and installation of Electrical & Mechanical equipment and administrator of the CEM maintenance services for the MRT Blue Line Project and MRT Purple Line Project. - Additional expenses to appoint an independent financial advisor and arrange a shareholders’ meeting to approve a connected transaction, in comparison to a transaction with an external party.

After considering the purpose and necessity of entering into the transaction together with advantages, disadvantages, benefits and risks which may arise, the Independent Financial Advisor is of the opinion that the Company and CK will gain benefits for its business with limited disadvantages and risks. The Company shall be the efficient train operator without having to concern or incur burdens on the maintenance service on CEM systems. Thus, the Connected Transaction is Reasonable.

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Part 3: Opinion of the Independent Financial Advisor on the Appropriateness of the price and conditions of the Connected Transaction

The Board of Directors’ Meeting No. 1/2018 of BEM, held on February 27, 2018, resolved to propose that the 2018 Annual General Meeting of Shareholders, to be held on April 20, 2018, considers and approves the Company to execute an agreement for an engagement of 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 VAT), as per the following details:

(1) Transaction 1: The engagement of CK as the administrator of CEM maintenance services for the MRT Blue Line Extension Project (“BLE”) has a period of 7 years, starting from the date of fully opening for service the MRT Blue Line Extension Project (from March 2020 to March 2027). However, this contract period of the BLE shall cover the CEM maintenance services during the mobilization period and the CEM maintenance services for the BLE Section 2 (Hua Lamphong Station to Lak Song Station), of approximately 1 year and 6 months. Therefore, Transaction 1 covers a total period of 8 years and 6 months (7 years plus 1 year and 6 months), starting from September 29, 2018 to March 30, 2027, with total value of Baht 1,446.70 million (excluding VAT). (2) Transaction 2: The extension period of time for the CEM maintenance services for the MRT Chaloem Ratchamongkhon Line Project (the “MRT Initial Blue Line Project” or “IBL”), which will end on October 31, 2023, for another 3 years and 5 months to end together with the CEM maintenance services for the MRT Blue Line Extension Project (from November 1, 2023 to March 30, 2027) with total value of Baht 740.00 million (excluding VAT). (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, with the value of Baht 591.00 Million (excluding VAT). The Independent Financial Advisor has considered the appropriateness of price and conditions of the Transaction 1 - 3 based on the information and assumptions provided by the Company and CK, the interviews of executives and related staffs of the Company, the cost estimation report for the CEM maintenance services for the MRT Chaloem Ratchamongkhon Line Project (“IBL”) and the MRT Blue Line Extension Project (“BLE”) dated February 2018 conducted by Infra Asia (Hong Kong) Limited (“Independent Expert” or “InfraAsia”)10, the maintenance services contract on CEM for the MRT Blue Line Project and the MRT Purple Line Project, as well as the information disclosed to the public, the information disclosed on the websites of the SEC (www.sec.or.th) and the SET (www.set.or.th). However, the opinion of the Independent Financial Advisor is based on the assumption that all of the previously mentioned information and documents are complete and accurate, as well as the consideration of current situation and the information, which can be informed in the present time. Changes can significantly impact on the business operation and the decision of the shareholders concerning the appropriateness of the Connected Transaction. CapAd has considered the appropriateness of the Transaction 1 - 3 by comparing with the cost estimation by the Independent Expert and examined the current consideration of the maintenance service on CEM of the MRT Blue Line Project and MRT Purple Line Project for information to the shareholders. Subsequent to the study of the related information and document of the Company and CK as well as other related information, the Independent Financial Advisor summarizes the opinion on the appropriateness of the price and condition of the connected transaction as follows:

10 Please see Footnote 2 on page 5.

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1. Appropriateness of the Price

1.1 Transaction 1: The CEM Maintenance Services for the MRT Blue Line Extension Project

In consideration of the price appropriateness on the Amendment to the Agreement to Engage CK as the administrator of the Maintenance Services on Civil & Architecture and Electrical & Mechanical Systems (CEM) for the MRT Initial Blue Line, which expand the scope of work to cover CEM maintenance services for the MRT Blue Line Extension Project, the Independent Financial Advisor has considered based on such amended agreement, where the Company agrees to pay the consideration in an amount of not exceeding Baht 1,446.70 million (excluding VAT) in monthly installments for 8 years and 6 months period. Scope of maintenance services shall include (1) the CEM maintenance services during the mobilization period and the CEM maintenance services for the BLE Section 2 (Hua Lamphong Station to Lak Song Station), of approximately 1 year and 6 months (2) the maintenance service on CEM for the MRT Blue Line Extension Project for 7 years period from the commissioning date of full line service of the BLE. However, due to the aforesaid consideration was based on the technical data which requires specific know-how and expertise, the Independent Financial Advisor has considered a comparison between the consideration to be paid to CK and the cost estimation report for the CEM maintenance services for the MRT Blue Line Extension Project and the MRT Initial Blue Line Project dated February 2018 conducted by InfraAsia, the Independent Expert who has an extensive experience in cost estimation for railways projects and are widely-accepted by numerous government agencies and corporates in Thailand and overseas. The scope of CEM maintenance services for the MRT Blue Line Extension Project are comprised as follows; 1) To supply equipment, tools, spare parts as per the list specified in the maintenance contract, and to provide personnel training for maintenance services to ensure the readiness from the opening for service of Phase 2 (Hua Lamphong Station - Lak Song Station). 2) To repair and maintain the civil infrastructure, including stations, tunnels, and depot of the project; 3) To repair and maintain the Electrical & Mechanical Systems and various systems within MRT stations, tunnels, and depot of the project, as follows: • Fire Detection and Alarm System • Fire Protection System • Low Voltage System • Lighting System • Power Plug and Receptacle System • Air Condition System • Air Ventilation System • Civil & Architecture • Building Management System • Lift System • Escalator System

The Cost Estimation of the CEM Maintenance Services for the MRT Blue Line Extension Project by InfraAsia Summary of the Cost Estimation Report for the CEM maintenance services for the MRT Blue Line Extension Project and the MRT Initial Blue Line Project dated February 2018 by InfraAsia are summarized below: (a) The MRT Blue Line Extension Project (“BLE”): The maintenance services period shall cover 2 phases as follows; - Mobilization Period for a 1-year and 6-month from September 29, 2018 to March 30, 2020; - Start from the Commercial Operation Date of full line service (“COD”) of the MRT Blue Line Extension Project for a 7-year from March 31, 2020 to March 30, 2027.

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(b) The MRT Chaloem Ratchamongkhon Line Project (the “MRT Initial Blue Line Project” or “IBL”): The maintenance services on the existing contract is for a 8-year period (November 17, 2015 – October 31, 2023) with the extension for another 3-year and 5-month period (November 1, 2023 – March 30, 2027).

(Please see timeline for the maintenance services for the CEM on page 11 of this report.)

A Diagram of the Extended Blue Line including the Initial Blue Line and Extension Sections

Section 3 Section 1

Section 2

The MRT Chaloem Ratchamongkhon Line Project (the “MRT Initial Blue Line Project” or “IBL”) (Hua Lamphong Station to Bang Sue Station) is the first underground MRT system in Thailand with a total distance of approximately 20 km. and comprising of 18 stations. The project commenced operation on July 2, 2004. The MRT Blue Line Extension Project (“BLE”) (Hua Lamphong Station to Lak Song Station and Bang Sue Station to Tha Phra Station) with a total distance of approximately 27 km., comprising of approximately 5 km. of underground alignment and 22 km. of elevated alignment. It has 20 stations consisted of 4 underground stations and 16 elevated stations. The MRT Blue Line Extension Project will connect to the 2 Initial Blue Line terminus stations at Bang Sue Station and Hua Lamphong Station. The MRT Blue Line Extension Project consists of 3 sections (Please see the above Diagram) as follows: (1) Section 1: Bang Sue Station to Tao Poon Station with a total distance of approximately 1.2 km. and opened for services on August 11, 2017. (2) Section 2: Hua Lamphong Station to Lak Song Station with a total distance of approximately 14.4 km. and a total of 11 new stations connected to the existing Hua Lamphong Blue Line

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station. It consists of approximately 5 km. (Hua Lamphong - Tha Phra) of underground alignment with 4 underground stations and 9 km. (Tha Phra – Bang Khae) of elevated alignment with 7 elevated stations. A depot facility is located adjacent to Phet Kasem 48 station (for light maintenance). Tha Phra station will be an interchange station between Section 2 and Section 3 of the MRT Blue Line Extension. The services are due to commence on September 30, 2019. (3) Section 3: Tao Poon Station to Tha Phra Station with a total distance of approximately 12 km., and 8 new stations (excluding Tha Phra Station, which is an interchange station between Section 2 and Section 3). It a further extension from the existing Tao Poon Station. This section is an elevated structure line and double track railway on stanchions. The services are due to commence on March 30, 2020.

InfraAsia has summarized the scope of work and responsibility level required for the CEM maintenance services as follows: System Level 1 Level 2 Level 3 Level 4 Level 5 Fire Detection & Alarm System     - Main fire alarm control panel (FAP) - Door monitoring system - Fire alarm workstation Fire Protection System     - FM200 system - Inergen Gas system Lift & Escalator     Environmental Control System     - Water system - Air distribution system - Split type system - Mechanical ventilation system - Controller system - Accessory Tunnel Ventilation System     - Fan - Motor control panel - Linear heat detection system - Accessory Low Voltage System     - Emergency power system - Main distribution system - Earthing and lightning protection - Building management system Lighting and Receptacles System     - Lighting system - Power outlet Civil Structure   Level of maintenance services is divided into 5 levels, which are: Level 1: Maintenance activities that do not require any special tools or test equipment, and that can be done by staff with minimal technical training. Level 1 maintenance covers cleaning of the equipment, trains, stations, depots and other buildings; replacement of lamps, fuses, seats and other impaired equipment; minor repairs and adjustments; and gardening and lawn care practices. Level 2: Maintenance relates to routine preventive maintenance activities and cover all assets of Railway Systems that require simple procedures or simple to use test equipment e.g. inspections, tests, checks, measurements, safety checking handled by qualified technicians and exchange of simple components. Level 3: Maintenance relates to more complex preventive and corrective maintenance tasks which can only be performed by qualified technicians or engineers, e.g. corrective maintenance procedure using complex-to-use test equipment, major preventive maintenance, parts

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exchange both for small parts or parts require heavy lifting devices, removal of major assemblies such as bogie, lifts, escalators, traction, and replacement of worn parts. Level 4: Maintenance relates to overhaul works activities that require highly skilled technical staff and may require advanced technical instrument, e.g. disassembly of assets and assets condition assessment, overhaul work activities, and major component repair. Level 5: Maintenance relates to system enhancements and renewals that require highly skilled technical staff with detailed knowledge of the asset design and operation, e.g. system improvements (including software), addition of new features to meet customer expectations, improvement necessary to enhance maintainability and reliabilities, and replacement of obsolete components

Cost Estimation Methodology InfraAsia evaluated the costs for the CEM maintenance services for the IBL and BLE based upon historical data and technical documentation provided by BEM. Separate cost estimation models were prepared for the IBL and BLE. Each model considered the specific system characteristics such as station type (elevated/underground), station size, numbers of stations, and relative complexity and equipment quantities per station. This information was entered into a spreadsheet cost model developed by InfraAsia. However, the Spreadsheet Cost Model has been generally used and widely-accepted by numerous government agencies, railway operators, and main contractors. InfraAsia has divided the maintenance services period on CEM for the BLE as follows: (1) Mobilization period for 1 year and 6 months comprised of • Planning and preparation period from September 29, 2018 to March 31, 2019. • Preparation for testing the Railway System, personnel recruitment and training period for the BLE Section 2 from April 1, 2019 to September 29, 2019. (Commencement of Section 2 is scheduled on September 30, 2019.) • Preparation for testing the Railway System, personnel recruitment and training period for the BLE Section 3 from September 30, 2019 to March 30, 2020. (Commencement of Section 3 is scheduled on March 31, 2020.) • CEM maintenance services for the BLE Section 2, Hua Lamphong Station to Lak Song Station and new depot, from September 30, 2019 to March 30, 2020. (2) Start from the Commercial Operation Date of full line service (“COD”) of the MRT Blue Line Extension Project for 7 years from March 31, 2020 to March 30, 2027.

The main cost categories used within the cost estimation are summarized as follows: (1) Fire Alarm & Protection Systems (2) Lifts & Escalators (3) Environmental Control Systems (4) Tunnel Ventilation Systems (5) Low Voltage Electrical Distribution and Lighting Systems (6) Civil Structures & Architecture (Level 3 and 4) (7) Management & Logistics (8) Overheads (9) Contingency (10) Profit

In the Cost Estimation for the Maintenance Service on CEM for the MRT Blue Line Extension Project, InfraAsia specified main assumptions for the estimation as follow: - The majority of the source data for maintenance costs has been provided by BEM based on the historical data since commencement of the IBL Concession including the information of the MRT Purple Line Project. The historical information was including list of equipment for maintenance works and floor plan of each station. InfraAsia considered such historical data and made adjustment to reflect characteristic of the BLE, such as alignment structure (underground/elevated structure), number of stations, distance, size of each station, number of equipment and design of the project, and to be appropriated for cost estimation of the CEM maintenance service of BLE including taken into consideration of the scopes of the maintenance work for the BLE. The data has been used by BEM senior management in various financial forecast and planning activities.

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InfraAsia has reviewed the data as far as practicable and can see no obvious issues related to its use. - The maintenance costs for both the IBL and BLE typically only cover routine preventive and corrective maintenance and major overhauls. Renewals (Level 5) are not included. This condition is ordinary in maintenance contract on CEM. - Staff costs: InfraAsia estimated number of staff for the service periods based on the required levels of maintenance, complexity of each system and types and quantities of equipment. Thus, a total head count of 128 is assumed for the BLE. Annual salary adjustments are allocated for each staff grade based on Thailand industry standard principle with 2 months bonus plus provident fund contribution rate at 3%. A notional annual pay rise of 3% is applied across the board. - Spare parts and materials: InfraAsia estimated cost of spare parts and materials based on the historical data provided by BEM for each main cost center. Due to the nature of the routine preventative and corrective maintenance, it is expected that the annual requirement will be relatively stable during the service periods, with little annual variation. Therefore the model assumes such a consistent requirement for spare parts and materials quantities and their associated costs each year with annual increase for inflation. This approach is confirmed by checking the historical data, which remains relatively stable on a year on year basis. However, the BLE is a new project, it is understood that certain maintenance spares and materials will be handed over by MRTA (the constructor of the structures and building services covered by this report) to BEM on commencement of operations. Therefore, an initial supplementary inventory stock buy has been included in the model at the maintenance Mobilization Period. Example of spare parts and materials for the maintenance works are Sump Pump, Chilled Water Pump, Cooling Water Pump, Uninterruptible Power Supply, ESPS Control Panel, UPE Fan Blade, Linear Heat Controller, Escalator Main Drive Gear, Elevator Motor, Draw Out Circuit Breaker, Light Bulb and Fixture, and etc. - BLE tools and work shop fit-out cost have been included in the model at the mobilization stage. Any costs associated with the running of required workshop and office facilities are included in the overhead costs. - The BLE is a new railway section and it is usual for there to be higher maintenance costs during the initial operations period due to “Burn-in” of the equipment and certain deficiencies in the handed over equipment and systems. This is due to guarantee period for some equipment and spare parts from suppliers with the MRTA may end prior to the utilization of such equipment and spare parts. (The guarantee period starts from the handover of such equipment and spare parts to the MRTA, where the guarantee period is normally not exceeding 2 years. However, the handover of such equipment from MRTA to BEM or the utilization of such spare parts may arise after the guarantee period.) Therefore, the contractor for the CEM maintenance will be responsible for expenses from the burn-in of equipment and spare parts. - It is acknowledged that there will be some unknown factors and variations from the predicted maintenance requirements for the BLE and to a lesser extent as the IBL due to the IBL is a mature railway with known maintenance requirements and stable systems. Therefore, InfraAsia estimated the contingency11 for the MRT Blue Line Extension Project during the first two year after the COD at the higher percentage than the period after. The contingency for the CEM maintenance service for 8 years and 6 months is estimated at approximately 5%12 of total CEM maintenance cost of the BLE (or around 7% of total material and labor cost). Morevoer, the Company has estimated the contingency for the CEM maintenance of the BLE, and found that the Company’s estimation of the contingency was close to the estimation of InfraAsia.

11 Contingency is for managing of unexpected risk and expenses during the term of the contract. Risks include potential increase in wage, material costs, costs of equipment and spare parts, and inflation rate in the future as well as potential increase of works and equipment due to the list of the equipment stipulated in the CEM maintenance contract may not cover all equipment actually installed by the contractors of the MRTA. 12 From the cost estimation by InfraAsia, the average contingency of the BLE is around 5% of total CEM maintenance costs of the BLE or around 7% of total material and labor costs. Contingency for each period are as follows; st nd o Mobilization period and the initial 1 – 2 years of the full BLE operation, the initial wear rate is assumed at 15% of total material and labor costs. rd o The 3 year of the full BLE operation, the contingency figure is assumed at 7.5% of total material and labor costs. th th o The 4 – 7 year of the full BLE operation, the contingency figure is assumed at 5% of total material and labor costs.

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However, the consideration to be paid to CK under this contract for the maintenance on CEM of the BLE is a fixed fee. The actual costs of the maintenance services will be managed by CK, while the Company will pay only the amount stipulated in the maintenance contract. - VAT is not applied to the model or included in InfraAsia’s report. - Inflation rate of 3% per annum. - Based on the cost database of January 2018. In cost estimation for the CEM maintenance, InfraAsia applied the prices of materials and equipment from the database of InfraAsia and equipment prices from suppliers as of January 2018 and the market rate of salaries and wages as of January 2018.

Cost estimation for the CEM maintenance services of the MRT Blue Line Extension Project by InfraAsia is summarized as follows; (Unit: Baht million) The MRT Blue Line Cost Estimation by InfraAsia Consideration Extension Project Mobilization 7 years from Total CEM to be paid to CK (BLE) period COD of full BLE maintenance costs 1 Years 6 Months 7 Years 8 Years 6 Months 8 Years 6 Months (Oct.18 – Mar.20) (Apr.20 – Mar.27) (Oct.18 – Mar.27) (Oct.18 – Mar.27) (1) (2) (1) + (2) 1 Fire alarm & protection 18.99 96.21 115.20 2 Lift and escalators 58.60 273.83 332.43 3 Environmental control systems 21.21 112.67 133.88 4 Tunnel ventilation systems 5.50 31.53 37.03 5 Low voltage electrical 39.65 203.93 243.58 distribution and lighting systems 6 Civil structures & architecture 26.32 130.52 156.84 7 Management, consumables and 20.58 134.08 154.66 engineering staffs Sub-total of 1 - 7 190.85 982.76 1,173.61 8 Overhead and others1/ 30.53 198.90 229.43 9 Tools and workshop fit-out2/ 19.82 0 19.82 10 Profit3/ 13.36 68.79 82.15 Total CEM maintenance costs 254.57 1,250.45 1,505.02 1,446.70 Average CEM maintenance costs per 169.71 178.64 177.06 170.20 year Remark: Based on InfraAsia’s database, equipment prices from suppliers, and information derived from BEM. 1/ Comprising of overhead, insurance, contingency, and other expenses for totaling 19.5% of total material and labor costs (sub-total 1-7 from above table), divided to (a) overhead around 10% of total material and labor costs, (b) insurance and other expenses around 2.5% of total material and labor costs, and (c) contingency around 7% of total material and labor costs (or contingency around 5% of total CEM maintenance costs). 2/ One-off expense in the initial year. 3/ Profit was estimated at 7% of total material and labor costs (sub-total 1-7 from above table), which is lower than the industry norm at around 10% of total material and labor costs. This is due to the BLE is new railway project where the maintenance costs are expected to be higher than a mature railway project with known maintenance requirements and stable systems. Thus, the profit of the CEM maintenance for the BLE is lower than other mature projects.

The Independent Financial Advisor views that the cost estimation model of InfraAsia, which has been developed and used in numerous public and private railway projects and widely-accepted by government agencies, railway operators, and main contractors, is acceptable and reliable. This cost model was also used in the cost estimation for the maintenance on CEM of the BLE and the MRT Purple Line Project (“PPL”) in August 2015. The Independent Financial Advisor also views that the assumptions applied to the cost estimation by InfraAsia are acceptable and reflect current prices of spare parts and equipment and current wages and employment environmentof Thail railway industry In addition, InfraAsia has taken into consideration the specific characteristic of the BLE (which is a new railway project where unexpected maintenance costs may be higher than the mature railway projects with stable systems), scope of services, and list of spare parts and equipment for the CEM maintenance of the BLE (based on the draft Amendment to the Agreement for CEM Maintenance Services for the MRT Blue Line Project and required maintenance scope from the concession agreement with MRTA). Besides, the Independent Financial Advisor checked with other railway

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operator and found that the CEM maintenance contractors would estimate profit, effect from delay of handover work, effect from delay of payment, and contingency for totaling around 20% - 30% of total material and labor costs. In this case, InfraAsia estimated overhead, insurance, contingency, profit, and other expenses for totaling 26.5% of total material and labor costs (derived from 10% + 2.5% + 7% +7% from the previous table), which is in range of estimation of other maintenance contractors and the industry norm. From the cost estimation by InfraAsia, the estimated costs for the maintenance service on the CEM of the MRT Blue Line Extension Project for an 8-year and 6-month period (September 29, 2018 to March 30, 2027) in an amount of not exceeding Baht 1,505.02 million (excluding VAT) are higher than the consideration to be paid to CK by Baht 58.32 million or higher by 4.03%.

Estimated costs for the CEM maintenance without contingency For information to the shareholders only: The Independent Financial Advisor has considered the estimated costs for maintenance on CEM of the MRT Blue Line Extension without any contingency by adjusting the estimated costs prepared by InfraAsia. The adjusted costs of CEM maintenance of BLE are equal to Baht 1,422.51 million, which is lower than the consideration to be paid to CK by Baht 24.19 million or lower by 1.67%. However, the contractor contracts with fixed fee throughout the LONG contract period (in this case, 8 years and 6 months) normally have additional estimated contingency in order to lower the contractor’s risks during the long period of the contract. Risks include potential increase in wage, material costs, costs of equipment and spare parts, and inflation rate in the future as well as potential increase of works and equipment due to the list of the equipment stipulated in the CEM maintenance contract may not cover all equipment installed by the contractors of MRTA. On the other hand, the contractor contracts with government agencies or state enterprises normally have an adjustable fee. The contract price will be adjusted by an escalation factor (K)13 to help lower risks of both contractors and the employers. If the Company entered into an adjustable fee contract with CK, the unexpected and/or additional works in the future would be paid by the Company. The additional expenses to the Company in the future may be higher or lower than the contingency that the Company has to pay under the fixed fee contract. This may incur additional risk to the Company if the additional expenses in the future are higher than the contingency charged by CK under this contract. Therefore, for this transaction, the Company prefers to enter into the fixed fee contract with CK, which is similar to the fixed fee contract BEM has engaged with other contractors in various works, in order to control and manage operating costs of the Company.

Conclusion of Transaction 1: The Independent Financial Advisor has examined the consideration to be paid to CK for the maintenance service on CEM for the MRT Blue Line Extension Project (Transaction 1) with the estimated costs of InfraAsia as follows:

13 K (Escalation Factor) derived from various factors such as construction material price index, steel price index, cement price index, metal sheet price index, oil price index, asphalt price index, machinery price index, galvanized steel pipe index, asbestos cement price index, PVC pipe price index, high-density polyethylene pipe index, wire price index, and consumer price index. (Source: www.price.moc.go.th)

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Opinion of the IFA - TRANSLATION - Bangkok Expressway and Metro PCL.

For information only For comparison Not for direct comparison*

BLE BLE IBL PPL Proposed Estimated Costs Maintenance Maintenance Consideration to by InfraAsia2/ Contract with CK3/ Contract with CK4/ be paid to CK1/ Project characteristic Underground and elevated alignment Underground alignment Elevated alignment Route Hua Lamphong Station to Lak Song Station, Hua Lamphong Station Bang Yai Station to and Bang Sue Station to Tha Phra Station to Bang Sue Station Tao Poon Station Distance 27 km. (22 km. of elevated alignment and 20 km. 23 km. 5 km. of underground alignment) No. of stations 20 stations (16 elevated stations and 18 stations 16 stations 4 underground stations) Period of CEM 8 years 6 months 8 years 8 years maintenance service (September 29, 2018 – March 30, 2027) (November 2015 – (November 2015 – October 2023) October 2023) Total CEM Baht 1,446.70 Baht 1,505.02 Baht 1,270.00 Baht 1,520.00 maintenance costs million million million million (excluding VAT) Average annual costs Baht 170.20 million Baht 177.06 million Baht 158.75 million Baht 190.00 million Average annual costs Baht 6.30 million Baht 6.56 million Baht 7.94 million Baht 8.26 million per kilometer Average annual Baht 8.51 million Baht 8.85 million Baht 8.82 million Baht 11.88 million costs per station Remark: * Information in the two right columns is for information to the shareholders only. It cannot be used for direct comparison with the cost estimation on CEM Maintennace of the BLE for the period of 8-year and 6-month. This is due to the MRT Initial Blue Line Project and the MRT Purple Line Project have different project characteristics, equipment, and scope of the CEM maintenance services, such as alignment structure (underground/elevated structures), number of stations, size of stations14, alignment distance, number of lifts and escalators15, backup power system16, size of depot, age of the assets, and etc. Source: 1/ The draft Amendment to the Agreement for Maintenance of Civil & Architecture and Electrical & Mechanical Systems for the MRT Blue Line Project. 2/ The report on Cost Estimation for the CEM Maintenance Services of the MRT Blue Line Extension and MRT Initial Blue Line dated February 2018 prepared by InfraAsia. 3/ The current CEM maintenance costs of the MRT Initial Blue Line for a period of 8-year (November 2015 to October 2023) from the CEM maintenance contract of the IBL (Hua Lamphong Station to Bang Sue Station) dated November 17, 2015. 4/ The supplementary agreement No. 1 to the EPC contract for the CEM maintenance for the MRT Purple Line (Bang Yai – Ratburana), section Khlong Bang Phai Station to Tao Poon Station, dated November 17, 2015.

From above table, the average annual costs per station for CEM of the MRT Blue Line Extension Project derived from the cost estimation by InfraAsia amounting to Baht 8.85 million/station/year is close to those of the MRT Initial Blue Line (the current contract for an 8-year period) amounting to Baht 8.82 million/station/year, while the average annual costs per station for the CEM maintenance service of the MRT Purple Line at Baht 11.88 million/station/year is the highest. Therefore, the average annual consideration per station to be paid to CK for the CEM maintenance service of the MRT Blue Line Extension amounting to Baht 8.51 million/station/year is lower than above comparisons.

14 Average station size of PPL is 8,747 sq.m. (16 elevated stations), average station size of IBL is 8,500 sq.m. (18 underground stations), and average station size of BLE is 6,771 sq.m. (16 elevated stations and 4 underground stations). 15 PPL has 71 elevators and 219 escalators, IBL has 62 elevators and 261 escalators, and BLE has 88 elevators and 105 escalators. 16 PPL has backup power system at each station while IBL and BLE have the backup power systems at the depots to support each station.

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Opinion of the IFA - TRANSLATION - Bangkok Expressway and Metro PCL.

However, the Independent Financial Advisor viewed that the appropriated approach is to compare the consideration to be paid to CK with the estimated cost for the Maintenance Service on CEM of the MRT Blue Line Extension Project conducted by InfraAsia, the Independent Expert who has experience in cost estimation the CEM maintenance service. The estimated costs for CEM maintenance services prepared by InfraAsia at Baht 1,505.02 million (excluding VAT) have been taken into account the required levels of maintenance, complexity of each system, and types and quantity of equipment based on the draft Amendment to the Agreement for the CEM maintenance for the MRT Blue Line Project and requirement of BEM including special characteristic and details of the MRT Blue Line Extension Project. Conclusively, to compare the proposed consideration to be paid to CK for the CEM Maintenance Service for the MRT Blue Line Extension and the estimated costs for the CEM Maintenance Service prepared by InfraAsia, the consideration to be paid to CK at Baht 1,446.70 million (excluding VAT) are lower than the estimated costs (by InfraAsia) by Baht 58.32 million, or lower by 3.88% of the estimated costs by InfraAsia. Thus, the consideration to be paid to CK for Transaction 1 is appropriate.

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Opinion of the IFA - TRANSLATION - Bangkok Expressway and Metro PCL.

1.2 Transaction 2: The extension service period of the CEM maintenance services for the MRT Initial Blue Line Project At the present, CK is the administrator for the maintenance services on Civil & Architecture and Electrical & Mechanical Systems for the MRT Initial Blue Line Project based on the current contract for the CEM maintenance for the MRT Initial Blue Line Project, dated November 17, 2015, with the contract term from November 17, 2015 to October 31, 2023. However, the Company would like to extend the contract term for the CEM maintenance services for the MRT Initial Blue Line Project for another 3 years and 5 months to end together with the contract term for the CEM maintenance services for the MRT Blue Line Extension Project, which will be ended on March 30, 2027. (The extension period of the contract is from November 1, 2023 to March 30, 2027.) In consideration of the appropriateness of the extension of the current contract term of the CEM maintenance services for the MRT Initial Blue Line Extension Project (which will be ended on October 31, 2023) for another 3 years and 5 months (from November 1, 2023 to March 30, 2027), the Independent Financial Advisor has considered the draft Amendment to the Agreement for the Maintenance of Civil & Architecture and Electrical & Mechanical Systems for the MRT Blue Line Project, where the Company agrees to pay CK for the consideration in an amount of not exceeding Baht 740.00 million (excluding VAT) in monthly installments for a 3-year and 5-month period. However, the cost estimation is the technical data which requires specific know-how and expertise, the Independent Financial Advisor compared the consideration for this Transaction with the cost estimation report of the CEM maintenance services for the MRT Blue Line Extension and MRT Initial Blue Line dated February 2018 prepared by InfraAsia, the Independent Expert who has an extensive experience of cost estimation for railway projects, is widely-accepted by numerous government agencies and corporates in Thailand and overseas. Scope of the maintenance services for the extension period of 3 years and 5 months shall be similar to the scope of the current contract between the Company and CK for the CEM maintenance for the MRT Initial Blue Line Project dated November 17, 2015.

Cost estimation of the CEM maintenance services for the MRT Initial Blue Line by InfraAsia Based on the cost estimation report of the CEM maintenance services for the MRT Blue Line Extension and MRT Initial Blue Line dated February 2018 by InfraAsia, InfraAsia evaluated the costs for the CEM maintenance services of the IBL based upon historical data and technical documentation provided by BEM. Separate cost estimation models were prepared for the IBL and BLE. Each model considers the specific system characteristics such as station type (elevated/underground), staion size, number of stations, and relative complexity and equipment quantities per station. This information is entered into a spreadsheet cost model developed by InfraAsia. The Cost Model has been used and widely- accepted by numerous government agencies, railway operators, and main contractors. It is noted that the cost estimation for the current 8-year CEM maintenance for the IBL was previous prepared by InfraAsia based on the cost estimation report dated February 2015. In preparation of the estimated costs for the expansion period of the CEM maintenance for the MRT Initial Blue Line Project, InfraAsia primarily expanded the previous estimation to cover the additional years of the extension period of 3 years and 5 months.

Please see scope of the CEM maintenance Level 1 – 5 in Part 3 Clause 1.1 on page 32 - 33 of this report.

The main cost categories used within the cost estimation by InfraAsia are summarized as follows: (1) Fire Alarm & Protection Systems (2) Lifts & Escalators (3) Environmental Control Systems (4) Tunnel Ventilation Systems (5) Low Voltage Electrical Distribution and Lighting Systems (6) Civil Structures & Architecture (Level 3 and 4) (7) Management & Logistics (8) Overheads

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Opinion of the IFA - TRANSLATION - Bangkok Expressway and Metro PCL.

(9) Contingency (10) Profit

In the Cost Estimation for the CEM Maintenance Service for the MRT Initial Blue Line Project, InfraAsia specified main assumptions for the estimation as follows: - Staff Costs: InfraAsia estimated staff quantities for the service periods based on the required levels of maintenance, complexity of each system and types and quantities of equipment. Thus, a total head count of 122 is assumed for the IBL. Annual salary adjustments are allocated for each staff grade based on Thailand industry standard principle with 2 months bonus plus provident fund contribution rate at 3%. A notional annual pay rise of 3% is applied across the board. - Spare parts and materials: InfraAsia estimated costs of spare parts and materials from historical data provided by BEM for each main cost center. Due to the nature of the routine preventative and corrective maintenance, it is expected that the annual requirement will be relatively stable during the service periods, with little annual variation. Therefore the model assumes such a consistent requirement for spare parts and materials quantities and their associated costs each year with annual increase for inflation. This approach is confirmed by checking the historical data, which remains relatively stable on a year on year basis. The IBL is an existing railway with a corresponding existing inventory of maintenance spares and materials. It is assumed that this inventory will continue to be used for the extended maintenance service period, with no significant additions to increase the float. Examples of spare parts and materials are Sump Pump, Chilled Water Pump, Cooling Water Pump, Uninterruptible Power Supply, ESPS Control Panel, UPE Fan Blade, Linear Heat Controller, Escalator Main Drive Gear, Elevator Motor, Draw Out Circuit Breaker, Light Bulb and Fixture. - For the IBL, it is assumed that certain items of workshop equipment and supporting IT equipment that were procured at the start of the current maintenance contact in 2015/16 will be nearing their end of useful life that is approximately 10 years. Therefore, an allowance for replacement of this maintenance equipment and IT has been included during fiscal year 2024. - The contingency is assumed at 3% of total material and labor costs due to IBL is a mature railway with known maintenance requirements and stable systems. Any unexpected costs and expenses are limited. In addition, the Company has estimated the contingency for the CEM maintenance of the IBL, and found that the Company’s estimation of the contingency was close to the estimation of InfraAsia. However, the consideration to be paid to CK under this contract for the CEM maintenance for the IBL is a fixed fee. The actual costs of the maintenance services will be managed by CK, while the Company will pay only the amount stipulated in the maintenance contract. - VAT is not applied to the model or included in InfraAsia’s report. - Inflation rate of 3% per annum. - Based on the cost database of January 2018. In cost estimation for the CEM maintenance, InfraAsia applied the prices of materials and equipment from the database of InfraAsia and equipment prices from suppliers as of January 2018 and the market rates of salaries and wages as of January 2018.

Cost estimation for the extension of the contract term for the CEM maintenance services of the MRT Initial Blue Line Project by InfraAsia is summarized as follows; (Unit: Baht million) The MRT Initial Blue Line Estimated Costs by InfraAsia Consideration to be paid to CK (IBL) Extension period of Period of 3 years and 5 months 3 years and 5 months November 1, 2023 – November 1, 2023 – March 30, 2027 March 30, 2027 1 Fire alarm & protection 60.62 2 Lift and escalators 196.48 3 Environmental control systems 70.44 4 Tunnel ventilation systems 32.62 5 Low voltage electrical distribution and 100.23 lighting systems 6 Civil structures & architecture 56.22

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Opinion of the IFA - TRANSLATION - Bangkok Expressway and Metro PCL.

The MRT Initial Blue Line Estimated Costs by InfraAsia Consideration to be paid to CK (IBL) Extension period of Period of 3 years and 5 months 3 years and 5 months November 1, 2023 – November 1, 2023 – March 30, 2027 March 30, 2027 7 Management, consumables and 72.95 engineering staffs Sub-total of 1 - 7 589.57 8 Overhead and others1/ 93.80 9 Tools and workshop fit-out2/ 3.59 10 Profit3/ 58.96 Total CEM maintenance costs 745.92 740.00 Average CEM maintenance costs per year 218.32 216.59 Remark: Based on InfraAsia’s database, equipment prices from suppliers, and information derived from BEM. 1/ Comprising of overhead, insurance, contingency, and other expenses for totaling of approximately 16% of total material and labor costs (sub-total 1-7 from above table), divided to (a) overhead around 10% of total material and labor costs, (b) insurance and other expenses around 3% of total material and labor costs, and (c) contingency around 3% of total material and labor costs due to the IBL is mature railway with known maintenance requirements and stable systems. The CEM maintenance costs is expected to not high as the new railway projects. 2/ One-off expense in the initial year. 3/ Profit was estimated at 10% of total material and labor costs (sub-total 1-7 from above table). Profit rate is in line with the industry norm for maintenance contracts and other contractor contracts, which is around 10% of total material and labor costs.

The Independent Financial Advisor views that the cost estimation model of InfraAsia, which has been developed used in numerous public and private railway projects and widely-accepted by government agencies, railway operators and main contractors in preparing cost estimation, is acceptable and reliable. This cost model was also used in the cost estimation for the maintenance on CEM of the BLE and the PPL in August 2015. The Independent Financial Advisor also views that the assumptions applied to the cost estimation by InfraAsia are acceptable and reflect current prices of spare parts and equipment and current wages and employment environment of Thai railway industry. In addition, InfraAsia has taken into consideration useful lifes of most equipment of the MRT Initial Blue Line, which are reaching 16 years. The equipment was installed for a certain period of time before the actual commercial operation of the IBL. It is expected higher maintenance costs in the future. InfraAsia also considered scope of service and list of spare parts and equipment for the CEM maintenance of the IBL based on the current contract to the CEM Maintenance for the MRT Blue Line Project and required maintenance scopes from the concession agreement with MRTA. Besides, the Independent Financial Advisor checked with other railway operator and found that the CEM maintenance contractors would estimate profit, effect from delay of handover work, effect from delay of payment, and contingency for totaling around 20% - 30% of total material and labor costs. In this case, InfraAsia estimated overhead, insurance, contingency, profit, and other expenses for totaling 26% of total material and labor costs (consisted of 10% + 3% + 3% + 3% from the previous table), which is in range of estimation of other maintenance contractors and the industry norm. From the cost estimation by InfraAsia, the estimated costs for the maintenance service on the CEM for the MRT Initial Blue Line Project for the extension period of 3 years and 5 months (November 1, 2023 – March 30, 2027) in an amount of not exceeding Baht 745.92 million are higher than the consideration to be paid to CK by Baht 5.92 million or higher by 0.80%.

Estimated costs for the CEM maintenance without contingency For information to the shareholders only: The Independent Financial Advisor has considered the estimated costs for the extension period of the CEM maintenance services for the MRT Initial Blue Line without any contingency by adjusting the estimated costs prepared by InfraAsia. The adjusted costs for CEM maintenance of the IBL for the extension period are equal to Baht 762.02 million, which is lower than the consideration to be paid to CK by Baht 13.98 million or lower by 1.90%. However, the contractor contracts with fixed fee throughout the LONG contract period (in this case, 8 years and 6 months) normally have additional estimated contingency in order to lower the contractor’s risks during the long period of the contract. Risks include potential increase in wage, material costs, costs of equipment and spare parts, and inflation rate in the future as well as potential increase of works and equipment due to the list of the equipment stipulated in the CEM maintenance

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Opinion of the IFA - TRANSLATION - Bangkok Expressway and Metro PCL. contract may not cover all equipment installed by the contractors of MRTA. On the other hand, the contractor contracts with government agencies or state enterprises normally have an adjustable fee. The contract price will be adjusted by an escalation factor (K)17 to help lower risks of both contractors and the employers. If the Company entered into adjustable fee contract with CK, the unexpected and/or additional works in the future would be paid by the Company. The additional expenses to the Company in the future may be higher or lower than the contingency that the Company has to pay under the lump-sum contract. This may incur additional risk to the Company if the additional expenses in the future are higher than the contingency charged by CK under this contract. Therefore, for this transaction, the Company prefers to enter into the fixed fee contract with CK, which is similar to the fixed fee contract BEM has engaged with other contractors in various works, in order to control and manage operating costs of the Company.

Conclusion of Transaction 2: The Independent Financial Advisor has examined the consideration to be paid to CK for the maintenance service on CEM for the MRT Initial Blue Line Project for the extension period (Transaction 2) with the estimated costs of InfraAsia as follows: For information only For comparison Not for direct comparison*

IBL IBL IBL PPL (Extension period (Current period for 3 years and 5 months) of 8 years) Consideration to Estimated costs Maintenance Maintenance be paid to CK1/ by InfraAsia2/ contract with CK3/ contract with CK4/ Project characteristic Underground alignment Underground alignment Elevated alignment Route Hua Lamphong Station to Bang Sue Hua Lamphong Station Bang Yai Station to Tao Station to Bang Sue Station Poon Station Distance 20 km. 20 km. 23 km. No. of stations 18 stations 18 stations 16 stations Period of CEM 3 years and 5 months 8 years 8 years maintenance service (November 2023 – March 2027) (November 2015 – (November 2015 – October 2023) October 2023) Total CEM Baht 740.00 Baht 745.92 Baht 1,270.00 Baht 1,520.00 maintenance costs million million million million (excluding VAT) Average annual costs Baht 216.59 million Baht 218.32 million Baht 158.75 million Baht 190.00 million Average annual costs Baht 10.83 million Baht 10.92 million Baht 7.94 million Baht 8.26 million per kilometer Average annual Baht 12.03 Baht 12.13 Baht 8.82 million Baht 11.88 million costs per station million million Remark: * Information in the two right columns is for information to the shareholders only. It cannot be used for direct comparison with the cost estimation on CEM Maintennace of the BLE for the period of 8-year and 6-month. This is due to the MRT Initial Blue Line Project and the MRT Purple Line Project have different project characteristics, equipment, and scope of the CEM maintenance services, such as alignment structure (underground/elevated structures), number of stations, size of stations, alignment distance, number of lifts and escalators, backup power system, size of depot, age of the assets, and etc. Source: 1/ The draft Amendment to the Agreement for Maintenance of Civil & Architecture and Electrical & Mechanical Systems for the MRT Blue Line Project. 2/ The report on Cost Estimation for the CEM Maintenance Services of the MRT Blue Line Extension and MRT Initial Blue Line dated February 2018 prepared by InfraAsia. 3/ The current CEM maintenance costs of the MRT Initial Blue Line for a period of 8-year (November 2015 to October 2023) from the CEM maintenance contract of the IBL (Hua Lamphong Station to Bang Sue Station) dated November 17, 2015. 4/ The supplementary agreement No. 1 to the EPC contract for the CEM maintenance for the MRT Purple Line (Bang Yai – Ratburana), section Khlong Bang Phai Station to Tao Poon Station, dated November 17, 2015.

From above table, the average annual costs per station for the CEM maintenance service for the MRT Initial Blue Line Project (for the extension period of 3 years and 5 months) derived from the

17 Please see Footnote 13 on page 36.

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Opinion of the IFA - TRANSLATION - Bangkok Expressway and Metro PCL.

cost estimation by InfraAsia at Baht 12.13 million is higher than those of the MRT Initial Blue Line (the current contract for an 8-year period) at Baht 8.82 million and the average annual costs per station for the CEM maintenance service of the MRT Purple Line at Baht 11.88 million. This is due to the IBL systems and equipment have been in uses for almost 14 years now (The commencement of operations was starting from July 2, 2004.)18 It could be expected that the aging equipment will require reduced maintenance intervals and increased failure rates and equipment wear rates during the extended contract period. Additionally, the Company may need to increase inventory of spare parts, as suppliers tend to reduce the spare part production of old equipment in the future. Furthermore, InfraAsia revised the staff costs for the CEM maintenance services from its previous cost estimation in 2015 due to (a) recent significant salary increase in railway industry because of increasing demand from several new train projects in Bangkok and Metropolitan area, but limited experienced personnel available, resulting very fierce railway personnel market, and (b) recent changes in the Thailand Minimum Wage in Bangkok from Baht 300 per day to Baht 330 per day (effective from April 1, 2018). However, the Independent Financial Advisor viewed that the appropriated approach is to compare the proposed consideration to be paid to CK with the estimated costs for the CEM maintenance service for the MRT Initial Blue Line Project conducted by InfraAsia, the Independent Expert who has experience in cost estimation the CEM maintenance service. The estimated costs for CEM maintenance services prepared by InfraAsia at Baht 745.92 million (excluding VAT) have been taken into account the required levels of maintenance, complexity of each system, and types and quantity of equipment based on the scope of services and the requirement of the BEM, conditions of the equipment as IBL systems and equipment have been continuously used in operation for almost 14 years19, as well as the current Thailand railway employment environment. Conclusively, when comparing the proposed consideration to be paid to CK for the extension period of the CEM Maintenance Service for the MRT Initial Blue Line Project (a period of 3 years and 5 months) and the estimated costs for the CEM Maintenance Service prepared by InfraAsia, the consideration to be paid to CK at Baht 740.00 million is lower than the estimated costs (by InfraAsia) by Baht 5.92 million, or lower by 0.79% of the estimated costs by InfraAsia. Thus, the consideration to be paid to CK for Transaction 2 is appropriate.

18 Electrical and mechanical equipment in the MRT Initial Blue Line Project are approximately 16 years old because they had been installed for a certain period before train operation commenced. 19 Please see Footnote 18 on Page 43.

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Opinion of the IFA - TRANSLATION - Bangkok Expressway and Metro PCL.

1.3 Transaction 3: Improvement and Replacement of the Expired Equipment in the Electrical & Mechanical Systems in respect of the MRT Initial Blue Line Project

Apart from the engagement of CK as the admistrator of the maintenance services on Civil & Architecture and Electrical & Mechanical Systems for the MRT Blue Line Extension Project and the MRT Initial Blue Line Project, the Company would like to extend scope of services to include the improvement and replacement of the expiredequipment with new equipment. Operating performance of the current equipment is also considered in order to enable the Company to provide efficient train operation. Summary list of equipment to be replaced of the IBL are as follows: Year Equipment Quantity Description Environmental Control System 1 2018 ECS/TVS Work station 18 Install new hardware of ECS&TVS workstation system and update software. 2 2020 Variable Speed Drive (for Pump) 26 Install new Variable speed drive (VSD) for chilled water pump same as or better than the existing model including software configuration. 3 2018 Air Cooled Chiller 1 Install air-cooled chiller new model with safety (Retail) protection function for retail area at PHA station. 4 2018 Air Cooled Chiller 9 Install air-cooled chiller new model with safety (Telecom) protection function for retail area at UGS2/ telecom room. 1/ 5 2018 23 Install new cooling tower for UGN with capacity same Cooling Tower as or better than current model including testing related 2019 23 functions 6 2018 27 Install new model variable refrigerant volume (VRV). So new VRV model capacity same as or better than current 2019 27 Variable Refrigerant Volume model. Connecting new CDU with current refrigerant 2020 27 pipeline (replacement if deteriorate), current power supply. Full load test VRV duty and standby function 7 2018 Automatic Bleed Off 18 Change PH & Conductivity controller for UGN automatic bleed off. Replacement for UGN1/ cooling tower plant. 8 2019 Building Management System 1 Install new Building Management System (BMS). (BMS) Hardware connecting and software update. Fire Protection System 9 2018 FM200 Control Panel 125 Change Control Panel with Wiring Equipment /Operating (UGN1/&IVS3/north) Programs and revise the associated Drawings. 10 2022 FM200 Control Panel 18 Change Control Panel with Wiring Equipment /Operating (UGN1/&IVS2/ north) Programs and revise the associated Drawings. Tunnel ventilation systems 12 2023 LHD Controller 19 Install new LHD controller, fibro converter and fibro laser same as or higher than current model. Hardware connecting and software configuration. Low voltage electrical distribution and lighting systems 13 2019 UPS 49 UPS replacement with battery even so, Interface with SCADA 14 2019 Capacitor Bank 18 Capacitor bank Step switch 15 2024 Capacitor Bank 18 Capacitor bank controller unit 16 2019 Battery for Charger 36 Controlling Board, Charger kit and Battery 17 2024 Workstation Lighting Control 18 Computer and Controlling Program Source: The draft Amendment to the Agreement for the Maintenance on Civil & Architecture and Electrical & Mechanical Systems for the MRT Blue Line Project. Remark: List of equipment to be replaced of the IBL is derived from the asset management system of the Company, which collected information of each equipment, ages of equipment, replacement period of each equipment, and analysis of the equipment efficiency. 1/ Underground North (UGN): From Thailand Cultural Center Station to Bang Sue Station 2/ Underground South (UGS): From Rama 9 Station to Hua Lamphong Station 3/ Intervention Shaft (IVS) is air ventilation shaft and passenger emergency exit.

The cost estimation for the improvement and replacement of the expired equipment in the Electrical & Mechanical Systems in respect of the MRT Initial Blue Line Project (Transaction 3) was based on the technical data, which requires specific know-how and expertise. The Independent Financial Advisor has considered comparing the consideration for this Transaction with the cost

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Opinion of the IFA - TRANSLATION - Bangkok Expressway and Metro PCL.

estimation of Infra Asia, the Independent Expert who has extensive experience in cost estimation for railway projects and is widely-accepted by numerous government agencies and corporates in Thailand and overseas. Based on the cost estimation report of the CEM maintenance services for the MRT Blue Line Extension and MRT Initial Blue Line dated February 2018 prepared by InfraAsia, InfraAsia considered list of equipment required for replacement (Maintenance Level 5) due to obsolescence and end of service life. Summary of estimated costs for the improvement and replacement of the expired equipment in the Electrical & Mechanical Systems of the MRT Initial Blue Line Project by InfraAsia are as follows: (Unit: Baht million) Year Equipment Overhead and Profit2/ Estimated costs Consideration to be and labor insurance1/ by InfraAsia paid to CK 2018 - 2019 281.79 33.81 28.18 343.78 2019 - 2020 103.97 12.48 10.40 126.84 2020 - 2021 19.29 2.31 1.93 23.53 2021 - 2022 0.83 0.10 0.08 1.01 2022 - 2023 20.23 2.43 2.02 24.68 2023 - 2024 55.69 6.68 5.57 67.94 2024 - 2025 7.39 0.89 0.74 9.01 Total 489.18 58.69 48.92 596.79 591.00 Remark: InfraAsia has considered all equipment to be replaced from the Company’s plan which is from the Asset Management Database to identify equipment to be replace and replacement period. Most of the equipment to be replaced are obsolete, end of useful life, or inefficiency. InfraAsia estimated costs of the equipment and related expenses based on InfraAsia’s database, equipment prices from suppliers, and information derived from BEM. 1/ Overhead and insurance is around 12% of total material and labor costs, consisted of (a) overhead around 10% of total material and labor costs and (b) insurance at around 2% of total material and labor costs. 2/ Profit is around 10% of total material and labor costs. Profit rate is in line with the industry norm for maintenance contracts and other contractor contracts, which is around 10% of total material and labor costs.

In addition, the Independent Financial Advisor views that the assumptions applied to the cost estimation by InfraAsia are acceptable and reflect current price of equipment and the current Thailand railway employment environment . Besides, the Independent Financial Advisor checked with other railway operator and found that the CEM maintenance contractors would estimate profit, effect from delay of handover work, effect from delay of payment, and contingency for totaling around 20% - 30% of total material and labor costs. In this case, InfraAsia estimated overhead, insurance, profit, and other expenses for totaling 22% of total material and labor costs (consisted of 10% + 2% + 10% from the previous table), which is in range with other maintenance contractors and the industry norm. From above table, the consideration the Company agrees to pay to CK for the improvement and replacement of the expired equipment in the Electrical & Mechanical Systems for the MRT Initial Blue Line Project in an amount of not exceeding Baht 591.00 million is lower than the estimated costs of InfraAsia by Baht 5.79 million, representing 0.98% lower. Therefore, the consideration to be paid to CK for the improvement and replacement of the expired equipment in the Electrical & Mechanical Systems for the MRT Initial Blue Line Project is appropriate.

2. The appropriateness of the term of payment Please see the analysis on the appropriateness of payment conditions in Part 2, Clause 4.2 of this report.

Conclusively, the Independent Financial Advisor is of an opinion that the consideration to be paid to CK in an amount of not exceeding Baht 2,777.70 million (excluding VAT) for Transaction 1 - 3 is appropriate and term of payment is a general commercial terms.

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Opinion of the IFA - TRANSLATION - Bangkok Expressway and Metro PCL.

3. Conclusion of the opinion of the Independent Financial Advisor concerning appropriateness of price and condition of the Connected Transaction The table below illustrates the comparison of the value of the consideration to be paid to CK and the estimated costs by InfraAsia, the Independent Expert. (Unit: Baht million) Transaction Consideration to Estimated Costs Higher (lower) than be paid to CK by InfraAsia Estimated Costs Baht % million 1. The CEM maintenance services for the MRT 1,446.70 1,505.02 (58.32) (3.88) Blue Line Extension Project 2. The extension of the contract term of the 740.00 745.92 (5.92) (0.79) current CEM maintenance services for the MRT Initial Blue Line Project 3. Improvement and rReplacement of the expired 591.00 596.79 (5.79) (0.97) equipment in the Electrical & Mechanical Systems of the MRT Initial Blue Line Project Total Transaction 1 - 3 2,777.70 2,847.74 (70.04) (2.46) Remark: Excluding VAT.

The Independent Financial Advisor is of an opinion that the comparison between the consideration to be paid to CK and cost estimation of the Independent Expert in railways systems is the most appropriate approach due to equipment of the MRT Initial Blue Line and the MRT Blue Line Extension is highly technical and depending on technical know-how which required the cost estimation by the Independent Expert. The cost estimation referred to by the Independent Financial Advisor is the cost estimation conducted by Infra Asia (Hong Kong) Company Limited who has experience in cost estimation for railways systems and widely-accepted from the government agencies and corporate in Thailand such as BEM, MRTA, the State Railway of Thailand, BTS sky train project, and overseas such as cost estimation for Gold Coast TRT in Australia, cost verification of Indian Pune-BGVN-WADI-GR Double Tracking / Electrification Project, and cost estimation for Communication System for the Bangalore Line 1 Tender Bid S&T. The Independent Financial Advisor views that the assumptions applied to the cost estimation by InfraAsia are acceptable and reflect current price of equipment and employment and wage based on Thailand industry standard and consideration of the current railway salary trend. Besides, InfraAsia took into consideration the scope and list the spare parts and equipment for the CEM maintenance for the Transaction 1 - 3 based on the draft Amendment to the CEM Maintenance for the MRT Blue Line Project, and required maintenance standard based on the Concession Agreement with MRTA. InfraAsia prepared separate cost estimate models for the IBL and BLE. Each model considered the specific system characteristics such as station type, elevated / underground, size and relative complexity and equipment quantities per station. This information was entered into a spreadsheet cost model developed by InfraAsia. The Cost Model has been used & accepted by numerous government bodies, railway operators and main contractors in preparing cost estimate. InfraAsia implied price of equipment based on InfraAsia’s database, known information from suppliers and information derived from BEM. Moreover, the Independent Financial Advisor checked with other railway operators and found that most of the CEM maintenance contractor would estimate the additional profit, effect from delay of handover work, effect from delay of payment and contingency, at around 20% - 30% of total material and labor costs. InfraAsia has estimated overhead, insurance, contingency, profit and other expenses at 20% - 30%, which is line with other contractors and the industry norm. CapAd provides opinions on the terms of the amendement of agreement to engage the administrator of CEM maintenance services for the MRT Blue Line Project as follows: (a) Payment to CK is made in monthly installment in accordance with progress as specified in the agreement. The payment is made based on performance and group of equipment, by using Key Performance Indicator (KPI) as payment indicator, by which performance of each equipment shall be compared with relative target. Such condition is normal practice as agreement of similar services. (b) Scope of work in the draft amendment of the agreement to engage CK is based on the scope of work in the current agreement for CEM maintenance services for the MRT Blue Line Project, dated November 17, 2015. Such scope of work defines roles and responsibilities for Preventive Maintenance and Corrective Maintenance for each type of equipment in detail. The administrator

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Opinion of the IFA - TRANSLATION - Bangkok Expressway and Metro PCL.

of maintenance service is required to prepare Monthly, Quarterly, and Yearly Performance Report, Annual Maintenance Service Plan, Work Plan and Analysis, Asset Register, Spare Part Control, Internal Audit, and Management Review, as well as guideline on engagement of sub-contractors. The scope of work of maintenance services is thoroughly and carefully detailed and in line with the scope of work of maintenance services specified in the Concession Agreement. (c) The assessment of maintenance work performed will be conducted by using key performance indicator (KPI) as a measurement, with a calculation to adjust value of work. There is a clear numerical target for each work, and KPI weighted by each group of equipment, as well as formula for KPI calculation for each type of equipment, based on the measurement of each group of equipment. In addition, there is a penalty, providing detailed calculation formula, in case that the administrator of maintenance services hands over maintenance area later than the period being granted, which causes a delay in train operation. Therefore, such assessment clearly defined detailed formula used for calculation, which have been carefully and thoroughly determined. (d) Other condition is normal condition found in agreement of similar services and agreement to engage a contractor in general.

The Independent Financial Advisor is of the view that terms of the amendment of agreement to engage CK are appropriate.

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Opinion of the IFA - TRANSLATION - Bangkok Expressway and Metro PCL.

Part 4: Summary of the Independent Financial Advisor’s Opinion

Please see the opinion of the Independent Financial Advisor in Executive Summary on page 5 of this IFA report.

However, shareholders should carefully study all documents and information attached to the notice to this shareholders’ meeting, for the sake of their own decision making. Decision whether to approve the connected transaction or not rests primarily and is the sole discretion of the shareholders.

CapAd, as the Independent Financial Advisor, hereby certifies that it has provided the above opinion cautiously in accordance with professional standard for the benefit of the shareholders.

Sincerely Yours,

The Independent Financial Advisor Capital Advantage Co., Ltd.

-Patchara Netsuwan-

(Mr. Patchara Netsuwan) Managing Director

-Patchara Netsuwan-

(Mr. Patchara Netsuwan) Supervisor

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Attachment 1 Business Overview and Operating Performance of CH. Karnchang Public Company Limited

General Information Company Name : CH. Karnchang Public Company Limited (“CK”) Main Business : General contract construction for government agencies, state enterprises, private sector, including direct contractor, sub-contractor, joint venture, or consortium Head Office : 587 Viriyathavorn Building, Sutthisarn Road, Dindaeng sub-district, Dindaeng district, Bangkok 10400 Telephone : 0 2277 0460, 0 2275 0026 Fax : 0 2275 7029 Website : http://www.ch-karnchang.co.th/ Registered Capital : Baht 1,693,899,970 Divided into 1,693,899,970 ordinary shares at par value of Baht 1.00 per share Paid-up Capital : Baht 1,693,896,872 Divided into 1,693,896,872 ordinary shares at par value of Baht 1.00 per share

1. Nature of Business 1.1 Background CH. Karnchang Public Company Limited (“CK”) was established on November 27, 1972 with the initial registered capital of Baht 1,400,000 to engage in general construction business. Initially, the scope of work covered construction of building and general civil works. Its major clients were government agencies. Later in 1981, CK entered into a joint venture with Tokyu Construction Co., Ltd., one of Japan’s top ten contractors, to expand construction business and long term prosperity. CK became a public company on October 10, 1994, increased its registered capital to Baht 700 million, and listed in the Stock Exchange of Thailand on August 3, 1995. Later on April 19, 1996, CK increased its registered capital to Baht 1,050 million. From that point of time, CK was growing rapidly and improving the construction technology development through its joint venture with foreign companies, e.g., Bilfinger AG from Germany and Thames Water International Limited from England. This enabled CK to become one of a few construction contractors who is able to carry out sophisticated construction requiring advanced construction technology such as large scale infrastructure projects. Moreover, CK was able to operate the projects on a design and construction basis or Turnkey, concessions on Build-Transfer-Operate (BTO), Build-Operate-Transfer (BOT), Build- Own-Operate (BOO), and Acquire-Operate-Transfer (AOT) basis. Samples of the past performance are the concession project for tap water production and distribution for the Provincial Waterworks Authority in Nakhon Pathom, Samutsakorn, and Patumthani Province; the MRT Initial System Project – Chaloem Ratchamongkhon Line, etc. In 2004, CK set up SouthEast Asia Energy Limited to serve as a developer of Nam Ngum 2 Hydropower Project in Lao People’s Democratic Republic (“Lao PDR”). In 2006, CK commenced the construction of Nam Ngum 2 Hydropower Project, a 615 MW hydropower plant with a project value of Baht 22,000 million for the production and distribution of electricity to the Electricity Generating Authority of Thailand (EGAT). Apart from the investment in hydropower plant, CK further invested in varieties of energy business such as natural gas power project, cogeneration power project, and solar power projects. CK established Bangpa-in Cogeneration Limited in 2009, Xayaburi Power Co., Ltd. in 2010, Nakhon Ratchasima Solar Co., Ltd., Chiangrai Solar Co., Ltd. and Bangkhenchai Co., Ltd. in 2011. In the same year, CK set up CK Power Limited (“CKP”) as a holding company with its core business in SouthEast Asia Energy Limited, the major shareholder of the Nam Ngum 2 Hydropower Project. CKP’s objective is to invest in energy business which is under the development of CK Group. CKP transformed to be a public company on February 6, 2013 and was listed in the Stock Exchange of Thailand on July 18, 2013. In June 2014, CK increased registered capital in the amount of Baht 41,311,536 to support stock dividend paid to shareholders, resulting in an increase in registered capital to Baht 1,693,896,872.

Attachment 1 - Page 1 Opinion of the IFA - TRANSLATION - Bangkok Expressway and Metro PCL.

In 2015 CK supported the amalgamation between Bangkok Expressway Public Company Limited (“BECL”) and Bangkok Metro Public Company Limited (“BMCL”) since the amalgamation was considered a strategy to integrate the strengths of both companies in order to diversify services, strengthen business competitiveness and create investment opportunities in the future, and promote image of securities of the new company from the amalgamation. The joint shareholders’ meeting between shareholders of BMCL and shareholders of BECL resolved to approve various matters of the new company from the amalgamation as stipulated by the Public Limited Companies Act B.E. 2535 and its amendments. In this regard, the public limited company registrar, Department of Business Development, Ministry of Commerce, accepted the registration of the amalgamation on December 30, 2015, therefore, BMCL and BECL became defunct and amalgamated into Bangkok Expressway and Metro Public Company Limited (“BEM”), with its registered and paid-up capital equal to Baht 15,285,000,000 divided into a total of 15,285,000,000 ordinary shares at par value of Baht 1 per share. All assets, debts, rights, duties and responsibilities of BMCL and BECL were transferred to BEM in effective of law from the date of the public limited company registrar accepted the registration of the amalgamation.

Significant changes in 2017 1) On February 2, 2017, CK signed as the Contractor for the Engineering Procurement and Construction Contract for Modification Works of Booster Pump Station to be Water Distribution Stations and Construction Work as the Permission Condition with TTW PCL. as the Employer. Such transaction is in accordance with the ordinary course of business and general trading practices as executed by CK with other companies. The estimated contract value is Baht 302.89 million exclusive of value added tax. The construction period is approximately 140 days. 2) CK has executed a Joint Venture Agreement with Sino-Thai Engineering & Construction PCL. under the name CKST Joint Venture, with the purpose for bidding under the announcement and terms for bidding of the MRT Orange Line Project (East Section), Thailand Cultural Center – Min Buri Section, with the investment ratio as follows: a) CH. Karnchang PCL. 60% b) Sino-Thai Engineering & Construction PCL. 40% On February 9, 2017, CKST Joint Venture has signed three contracts as the Contractor for the MRT Orange Line Project (East Section) with Mass Rapid Transit Authority of Thailand as follows: . Contract E1: Underground Civil Works, Thailand Cultural Center – Ram Khamhaeng 12 Section, with contract value of around Baht 20,633 million (inclusive of value added tax) for a completion period of approximately 1,980 days. . Contract E2: Underground Civil Works, Ram Khamhaeng 12 – Hua Mak Section with contract value of about Baht 21,507 million (inclusive of value added tax) for a completion period of approximately 1,980 days. . Contract E5: Depot and Park & Ride Construction Works with contract value of around Baht 4,831.24 million inclusive of value added tax for a completion period of approximately 1,980 days. 3) On March 15, 2017, CK signed the Construction Agreement of Motorway, Bang Pa-in - Saraburi – Nakhon Ratchasima Section, km. 0+000.000 – km. 4+525.000 and km. 5+100.000 – km. 0+008.350, for a distance of approximately 8.43335 kilometers with Department of Highways. The contract value is around Baht 1,981.70 million (inclusive of value added tax). The construction period is 1,080 days. 4) On June 20, 2017, CK signed as the Contractor in the Agreement for the Project Management, Supply, Installation, and Test Run and Commissioning of the M&E Systems for the MRT Blue Line Extension Project (provided that such M&E Systems shall be connected with those of the MRT Chaloem Ratchamongkhon Line Project (the existing MRT Blue Line), including installation of equipment and construction of supporting facilities necessary for the continued train operation as the same network) (M&E Equipment Procurement, Construction and Management Contract) with the Bangkok Expressway and Metro PCL. The contract value is Baht 19,642.33 million (exclusive of value added tax). 5) On July 12, 2017, Ch. Karnchang Real Estate Co., Ltd. (CK’s subsidiary) jointly invest with other persons and/or legal entities which have no connection with CK by way of subscribing shares in Kamala Senior Living Co., Ltd. (20% shareholding of the registered capital of the joint investment company) with the objective to develop and manage the elderly residential project located in Phuket Province.

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6) On July 31, 2017, CK signed an agreement as a Contractor for the construction of the Connection between Si Rat – Outer Ring Road Expressway and Si Rat Expressway (heading to Chaeng Wattana Road) (the construction of the said Connection is an additional from the scope of work in Project Management Agreement for the Si Rat – Outer Ring Road Expressway dated September 14, 2012) with Bangkok Expressway and Metro PCL. The contract value is Baht 275 million (exclusive of value added tax). The construction period is 18 months. 7) On September 1, 2017, CK signed the Contract to repair the structure of Si Rat Expressway Periodic 4 Phase 1, Sector A (Asoke - Prachachuen) with Bangkok Expressway and Metro PCL. The contract value is Baht 24.88 million (exclusive of value added tax). 8) On October 23, 2017, CK signed the Contract for Maintenance of Civil Works (Care of Works), the MRT Blue Line Extension Project: Hua Lamphong – Bang Khae and Bang Sue – Tha Phra Sections, Contract 2 with Mass Rapid Transit Authority of Thailand. Total contract value is Baht 99.66 million (inclusive of value added tax). The construction period is 20 months and 9 days.

1.2 Business and Operation CK’s primary business is a construction contractor on works from government agencies, state enterprises, and private entities in the form of main contractor or sub-contractor through bidding, tender, and joint venture or consortium with foreign contractor companies. In addition, CK expands the scope of business to develop basic infrastructure project in the regional level. Currently CK invests in transportation system, mass transportation system, water supply system and power supply system e.g. Highway and MRT management project which operated by Bangkok Expressway and Metro Public Company Limited (“BEM”), tap water production project which operated by TTW Public Company Limited (“TTW”) and Patum Thani Water Co., Ltd., electricity production project which operated by CK Power Public Company Limited (“CKP”), etc.

2. Board of Directors List of Board of directors of CK as of February 5, 2018 is as follows: Names Position 1. Mr. Aswin Kongsiri Chairman of the Board of Directors and Independent Director 2. Mr. Plew Trivisvavet Chairman of the Executive Board 3. Ms. Supamas Trivisvavet President 4. Mr. Vitoon Tejatussanasoontorn Chairman of the Audit Committee and Independent Director 5. Mr. Thawansak Sukhawun Audit Committee and Independent Director 6. Mr. Pavich Tongroach Audit Committee and Independent Director 7. Mr. Narong Sangsuriya Director 8. Mr. Ratn Santaannop Director 9. Mr. Prasert Marittanaporn Director 10. Mr. Anukool Tuntimas Director Source: The company’s affidavit Remark: The authorized directors are Ms. Supamas Trivisvavet, Mr. Plew Trivisvavet, Mr. Narong Sangsuriya, Mr. Prasert Marittanaporn, 2 of 4 directors to co-sign and affix the company’s seal; or 1 of 4 directors to jointly sign with any of the following directors; Mr. Ratn Santaannop, or Mr. Anukool Tuntimas, totaled 2 directors and affix the company’s seal.

CK’s Group Structure CK’s business operations can be divided into 2 categories: (1) Contractor business (2) Infrastructure investment business

A chart of group structure is in the following page.

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CK’s Group Structure

Source: Form 56-1 for the year 2017 of CK

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3. Shareholder Structure As of December 14, 2017, CK had registered capital of Baht 1,693,899,970, of which Baht 1,693,896,872 were paid up (divided into 1,693,896,872 ordinary shares at par value of Baht 1.00 per share). Top 10 major shareholders are as follows: Name Number of shares % shareholding 1. Trivisvavet Group1/ 578,191,421 34.13 1.1 Mr. Plew Trivisvavet 13,631,497 0.80 1.2 Mrs. Saikasem Trivisvavet 5,061,142 0.30 1.3 Mr. Nattavut Trivisvavet 2,405,785 0.14 1.4 Ms. Supamas Trivisvavet 1,700,000 0.10 1.5 Mr. Sittidej Trivisvavet 1,550,000 0.09 1.6 Mr. Phuvanet Trivisvavet 1,044,255 0.06 1.7 Mrs. Korakot Trivisvavet 980,250 0.06 1.8 Ms. Sawanya Trivisvavet 835,225 0.05 1.9 Ms. Sunan Trivisvavet 269,100 0.02 1.10 Mr. Prasert Trivisvavet 154,285 0.01 1.11 Mr. Kamthorn Trivisvavet 102,775 0.01 1.12 Mahasiri Siam Co., Ltd.2/ 293,012,365 17.30 1.13 Ch. Karnchang Holding Co., Ltd.3/ 171,396,530 10.12 1.14 CK Office Tower Co., Ltd.4/ 86,048,212 5.08 2. Thai NVDR Co., Ltd.5/ 43,680,719 2.58 3. Bangkok Bank PCL. 38,950,000 2.30 4. UOB Kay Hian (Hong Kong) Limited – Client Account 27,002,300 1.59 5. The Bank Of New York Mellon 25,343,100 1.50 6. Phatra Securities PCL. 18,189,800 1.07 7. HSBC (Singapore) Nominees Pte Ltd. 17,489,500 1.03 8. K Equity 70:30 LTF 17,426,965 1.03 9. Viriyah Insurance PCL. 15,545,200 0.92 10. Chase Nominees Limited 14,823,600 0.88 Total top 10 major shareholders 796,642,605 47.03 Other shareholders 897,254,267 52.97 Total 1,693,896,872 100.00 Source: Lists of shareholders from share register book closing (XO) on December 14, 2017 prepared by Thailand Securities Depository Co., Ltd. (XO is a type of share register book closing of which information from such closing is not disclosed to the public.)

Remark: 1/ The list of shareholders in Trivisvavet Group is based on the information in the Annual report and Form 56-1 for the year 2017

2/ Directors and shareholders of Mahasiri Siam Co., Ltd. are as follows: Directors: Mr. Prasert Trivisvavet, Mr. Thep Trivisvavet, Mr. Yim Trivisvavet, Mr. Plew Trivisvavet, Mrs. Ornanong Trivisvavet and Ms. Supamas Trivisvavet Shareholders:

Name Number of shares % Shareholding 1. Mr. Thavorn Trivisvavet 2,411,473 26.80 2. Mr. Prasert Trivisvavet 2,281,895 25.35 3. Mr. Plew Trivisvavet 1,993,633 22.15 4. Mr. Thep Trivisvavet 937,837 10.42 5. Mr. Kamthorn Trivisvavet 753,948 8.38 6. Mrs. Chonthida Suwanwisawa 621,213 6.90 7. Mrs. Saikasem Trivisvavet 1 0.00 Total 9,000,000 100.00

3/ Directors and shareholders of CH. Karnchang Holding Co., Ltd. Directors: Mr. Plew Trivisvavet, Mr. Prasert Trivisvavet, Mr. Thep Trivisvavet, Mr. Yim Trivisvavet, Mrs. Ornanong Trivisvavet, and Ms. Supamas Trivisvavet

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Shareholders:

Name Number of shares % Shareholding 1. Mahasiri Siam Co., Ltd. 2,100,000 25.00 2. Cholavet Civil Co., Ltd 1,050,000 12.50 3. Tawornwong Co., Ltd. 1,050,000 12.50 4. Namphol Construction Co., Ltd. 1,050,000 12.50 5. Vetprasert Co., Ltd. 1,050,000 12.50 6. Ekkamthorn Co., Ltd. 1,050,000 12.50 7. Mrs. Panicha Patpaiboon 1,050,000 12.50 Total 8,400,000 100.00

4/ Directors and shareholders of CK. Office Tower Co., Ltd. Directors: Mr. Plew Trivisvavet, Mr. Prasert Trivisvavet, Mr. Thep Trivisvavet, Mr. Yim Trivisvavet, Mr. Prasert Thongkittikul, Mrs. Ornanong Trivisvavet, and Ms. Supamas Trivisvavet Shareholders:

Name Number of shares % Shareholding 1. Mahasiri Siam Co., Ltd. 750,000 25.00 2. Mr. Kamthorn Trivisvavet 375,000 12.50 3. Mr. Thavorn Trivisvavet 375,000 12.50 4. Mr. Thep Trivisvavet 375,000 12.50 5. Mr. Prasert Trivisvavet 375,000 12.50 6. Mr. Plew Trivisvavet 375,000 12.50 7. Mr. Yim Trivisvavet 375,000 12.50 Total 3,000,000 100.00 (Source of remark no. 2/ - 4/: www.corpus.bol.co.th)

5/ A subsidiary of the Stock Exchange of Thailand. NVDR represents the automatic listed securities. NVDR investors obtain the same financial privilege as investment in ordinary shares of companies, except that they have no right to vote in the shareholders’ meeting.

4. Summary of Financial Positions and Operating Performance

- Statement of Financial Positions as of December 31, 2015, 2016 and 2017 Consolidated Statement of Financial Positions Dec. 31, 2015 Dec. 31, 2016 Dec. 31, 2017 (Unit: Baht thousand) Current Assets Cash and cash equivalents 4,666,962 11,406,173 6,689,095 Current Investments 70,947 1,130,475 2,208,352 Trade and other receivables 6,173,560 7,920,131 5,461,863 Short-term loans to related parties and interest receivable 283,913 283,913 69,254 Unbilled receivables 13,146,933 2,715,073 4,594,875 Construction in progress and construction supplies 12,786,884 2,775,199 3,375,693 Advance payment to subcontractors 7,233,238 6,209,782 4,572,251 Current tax assets 532,684 836,979 Derivatives financial assets - 28,831 - Other current assets 677,940 327,550 587,158 Total Current Assets 45,040,379 33,329,812 28,395,530 Non-current assets Restricted bank deposits 16,893 33,120 15,221 Long-term loans to associated companies and interest receivable - 10,359,710 12,183,818 Long-term loans to related company and interest receivable 12,384 9,253 6,706 Investments in associated companies 17,259,131 19,436,337 19,807,074 Other long-term investments 8,007,596 8,312,220 9,721,809 Long-term trade receivables 14,406,046 14,095,406 - Investment properties 383,974 417,259 530,994 Property, plant and equipment 7,329,633 8,609,984 8,317,537

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Consolidated Statement of Financial Positions Dec. 31, 2015 Dec. 31, 2016 Dec. 31, 2017 (Unit: Baht thousand) Intangible assets 75,978 58,656 47,470 Advances for future projects 282,307 71,801 16,264 Withholding tax 108,149 72,547 50,772 Deferred tax assets 116,250 103,593 124,378 Other non-current assets 27,176 18,674 56,895 Total non-current assets 48,025,518 61,598,563 50,878,940 Total Assets 93,065,896 94,928,375 79,274,461 Current liabilities Bank overdrafts and short-term loans from financial institutions 8,191,277 9,531,534 8,265,387 Trade and other payables 6,602,049 6,440,968 4,037,673 Current portion of hire purchase creditors 193,918 90,884 13,252 Current portion of long-term loans 5,099,472 4,547,791 1,695,370 Current portion of debentures 2,000,000 2,000,000 2,000,000 Advances received from employers and construction revenue 5,883,109 5,513,544 7,663,045 received in advance Retention for construction 1,145,622 907,481 875,767 Income tax payable 1,301 3,276 21,494 Unbilled output tax 1,231,232 186,395 249,824 Derivative financial liabilities 57,647 - 198,347 Other current liabilities 149,723 123,607 77,208 Total current liabilities 30,555,349 29,345,481 25,097,367 Non-current liabilities Long-term payable 769,741 - - Hire purchase creditors – net of current portion 109,119 21,610 1,354 Long-term loans, net of current portion 16,769,086 14,631,230 836,703 Debentures, net of current portion 21,478,214 26,479,666 26,481,933 Provision for long-term employee benefits 568,443 612,159 725,164 Deferred tax liabilities 1,960,275 1,983,905 2,258,863 Total non-current liabilities 41,654,880 43,728,571 30,304,016 Total Liabilities 72,210,229 73,074,052 55,401,384 Shareholders’ equity Share capital (par value of Baht 1 per share) Registered capital 1,693,899,970 ordinary shares 1,693,900 1,693,900 1,693,900 Issued and paid-up capital 1,693,896,872 ordinary shares 1,693,897 1,693,897 1,693,897 Share premium 4,869,410 4,869,410 4,869,410 Retained earnings (retained losses) Appropriated Statutory reserve 174,890 174,890 174,890 Unappropriated 9,781,926 10,637,165 11,627,300 Other components of shareholders’ equity 3,937,167 4,105,277 5,120,725 Equity attributable to owners of the company 20,457,290 21,480,640 23,486,222 Non-controlling interests of the subsidiaries 398,377 373,683 386,855 Total Shareholders’ Equity 20,855,667 21,854,322 23,873,077 Total Liabilities and Shareholders’ Equity 93,065,896 94,928,374 79,274,461

- Comprehensive income statement for the year ended December 31, 2015, 2016 and 2017 Consolidated Comprehensive Income Statement 2015 2016 2017 (Unit: Baht thousand) Revenue from construction services 34,814,594 45,705,063 35,899,686 Sales of construction materials 32,348 63,224 23,124 Project management income 4,082 40,439 147,903

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Consolidated Comprehensive Income Statement 2015 2016 2017 (Unit: Baht thousand) Rental income 48,597 48,868 52,368 Transportation income 12,361 6,447 2,852 Other income Interest income 56,593 355,423 738,052 Dividend income 900,900 464,631 464,637 Gain on sales of investment in associated companies and other 2,010,994 270,964 303,144 long-term investment Others 147,285 64,484 98,915 Total revenues 38,027,755 47,019,543 37,730,682 Cost of construction services, sales of construction material and 31,985,795 42,530,058 33,088,074 services Administrative expense 1,758,512 1,781,231 2,131,263 Total expenses 33,744,306 44,311,290 35,219,337 Profit before share of profit (loss) from investments in 4,283,448 2,708,254 2,511,345 associated companies, finance cost and income tax expenses Share of profit (loss) from investments in associated companies (19,360) 577,611 822,928 Profit before finance cost and income tax expenses 4,264,089 3,285,864 3,334,274 Finance cost (1,544,689) (1,165,802) (1,392,650) Profit before income tax expenses 2,719,420 2,120,062 1,941,623 Income tax expenses (459,012) (77,615) (90,893) Profit for the year 2,260,407 2,042,447 1,850,730 Profit attributable to Equity holders of the company 2,192,644 2,002,402 1,810,006 Non-controlling interests of the subsidiaries 67,762 40,045 40,724 Earnings per share (Baht) 1.29 1.18 1.07

− Cash flow statement for the year ended December 2015, 2016, and 2017

Consolidate Cash Flow Statement 2015 2016 2017 (Unit: Baht thousand) Net cash flow from (used in) operating activities (9,982,974) 18,362,197 2,218,768 Net cash flow from (used in) investing activities (1,246,675) (14,133,168) (1,677,991) Net cash flow from (used in) financing activities 10,614,370 2,505,585 (5,151,734) Effect of exchange rate on cash and cash equivalents 17,173 4,596 (106,121) Net increase (decrease) in cash and cash equivalents (598,106) 6,739,210 (4,717,078) Cash and cash equivalents at the beginning of the year 5,265,068 4,666,963 11,406,173 Cash and cash equivalents at the end of the year 4,666,962 11,406,173 6,689,095 Source: The financial statements of CK and its subsidiaries for the year ended December 31, 2015, 2016, and 2017, audited by EY Office Limited, the certified auditor approved by the SEC.

Management discussion and analysis of CK and its subsidiaries

Operating performance In 2016, CK and its subsidiaries had main revenues from construction services and sales of construction materials of Baht 45,768 million, representing 97.3% of total revenues, increased by Baht 10,921 million, representing 31.3% from the previous year as a result of progress in construction of various projects particularly the Xayaburi Hydropower Project, including additional construction works as approved by the employer in 2016. CK and its subsidiaries posted other income of Baht 1,251 million, decreased by Baht 1,930 million or 60.7% reduction from 2015 due to the decline in gain from sale of investment and dividend income after the completion of BEM’s amalgamation in December 2015 by which CK recognized the share of profits instead of dividend. In 2016, gross profit of CK and its subsidiaries were Baht 3,238 million, equal to gross profit margin of 7.08%, decreased from 8.21% in 2015 because the subsidiary recognized additional

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revenue from the progress of Xayaburi Hydropower Project which had lower gross margin than main construction work. Administrative expenses in 2016 were Baht 1,781 million, a growth of Baht 23 million or 1.3% growth from previous year. In 2015-2016, CK and its subsidiaries had no incurred expense for research and development. In 2016, financial cost was Baht 1,166 million, decreased by Baht 379 million or 24.5% from 2015 due to the reduction of average financial costs. Moreover, CK’s subsidiaries expected to be compensated for interest expenses by the employers in the future. In 2016, income tax expense was Baht 78 million, decreased by Baht 381 million or 83% reduction due to lower tax on gain from sale of investment. In 2016, CK and its subsidiaries had net profit attributable to equity holder of Baht 2,002 million, decreased by Baht 190 million or 8.7% drop from 2015 as a result of the reduction in gain from sale of investment by Baht 1,740 million from previous year. In 2017, CK and its subsidiaries had revenue from construction services and sales of construction materials of Baht 35,923 million, representing 95.21% of total revenues, decreased by Baht 9,845 million or 21.51% from previous year since CK had no extra revenue as in 2016 when CK recognized extra income from additional construction work of Xayaburi project. CK and its subsidiaries had other income of Baht 1,808 million, increased by Baht 557 million or 44.49% from prior year and had gross profit of Baht 2,835 million or 7.89% which was higher than previous year’s gross profit margin of 7.08% In 2017, CK and its subsidiaries recorded administrative expenses of Baht 2,131 million, increased by Baht 350 million or 19.46% from previous year mainly due to the growth in employee related expenses, depreciation expense and additional allowance for doubtful accounts related to Joint Venture BBCD as a result of court order on lawsuit with the Expressway Authority of Thailand. CK had financial costs of Baht 1,393 million, increased by Baht 227 million or 19.46% from previous year because in 2016, CK’s subsidiary deferred some finance costs as it expected to get compensation from its client. CK and its subsidiaries had income tax expense of Baht 91 million in 2017, increased from the prior year by Baht 13 million or 17.11% mainly from joint ventures and subsidiaries in Thailand. CK and its subsidiaries had profit attributable to equity holders amounting to Baht 1,810 million, declined by Baht 192 million or 9.6% from prior year because of higher administrative expenses especially employee expenses, depreciation expense and additional allowance for doubtful account of a related joint venture.

Financial position In 2016, CK and its subsidiaries had total assets of Baht 94,928 million, increased by Baht 1,862 million or 2% from the previous year mainly due to the increase in cash, investment in BEM, and loan to associated companies. In term of liabilities, in 2016, CK and its subsidiaries had total liabilities of Baht 73,074 million, increased by Baht 864 million or 1% from the previous year, mainly due to drawdown of short-term loans and issuance of additional debentures. For shareholders’ equity, at the end of 2016, CK and its subsidiaries had total shareholders’ equity of Baht 21,854 million, increased by Baht 999 million or 5% from previous year, resulting from the operational results of CK and gain on fair value of investments in TTW PCL. In 2017, CK and its subsidiaries had total assets of Baht 79,274 million, decreased by Baht 15,654 million or 16.49% from prior year. There were total liabilities of Baht 55,401 million, decreased from 2016 by Baht 17,673 million or 24% as a result of loan repayment to the banks and the enter into the Agreement to Assign the Right of Claim under the Concession Agreement for the MRT Chalong Ratchadham Project, Phase 1 (MRT Purple Line) with the group of lenders and Bangkok Expressway and Metro PCL. on September 29, 2017, as a result, the group of lenders then become the creditors of Bangkok Expressway and Metro PCL. instead of CK and at the same time the group of lenders released CK from its obligations and duties under the Credit Facility Agreement as well as released all collaterals. The shareholders’ equity in 2017 was Baht 23,873 million, increased by Baht 2,019 million or 9.2% from previous year as a result of the increase in CK and its subsidiaries’ profit net of dividend payment and increase surplus on changes in value of available for sale investments.

Liquidity In 2016, the Company and its subsidiaries had net cash from operating activities amounting to Baht 18,362 million, due to CK s receipt of payment for service charges from various projects, particularly

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the Xayaburi Hydropower Project. There were net cash used in investing activities amounting to Baht 14,133 million, mostly resulting from loans to associated companies, investments in associated companies and other current investments. For the financing activities, there was net cash from financing activities amounting to Baht 2,506 million resulting from an increase in loans from banks and debentures, therefore, net cash increased by Baht 6,739 million. In 2017, CK and its subsidiaries had net cash from operating activities of Baht 2,219 million mainly due to CK and its subsidiaries’ financial result. Net cash used in investing activities was Baht 1,678 million, most of which came from additional current investment, loan to an associated company and purchase of fixed assets. Net cash used in financing activities was Baht 5,151 million, which came from repayment of bank loans. As a result, net cash decreased by Baht 4,717 million

5. Industry Overview In the period 2017-2019, the construction sector will continue to benefit from government infrastructure investment plans, which involve more than 50 projects within 2024. Private construction is expected to recover from 2018. This is an important factor to stimulate the growth of construction sector. Public construction expects to grow from mega-projects. It is expected that in 2017, public construction will expand by 13-15% YoY with a total value of Baht 785.0-799.0 billion. The first half of the year will see more competitive tendering for government construction contracts than has occurred for a number of years. Mega-projects will increasingly add to the ongoing investments in the second half of the year as work will begin on many projects. This will include significant national developments such as the dual-track railway (Lopburi - Paknampho and Map Kabao - Jira) and the motorways (Bang Pa-In - Nakhon Ratchasima and Bangyai - Kanchanaburi). In addition, the government plans to fund small-scale infrastructure across the country. These projects include water management facilities and repairs of communications networks (roads, bridges and rail damaged in the southern floods in 2016). Given the scale of the expenditure, this is forecast to have positive consequences across the construction sector, especially large-scale operators who are expected to have an advantage in bidding for government work. SME contractors will also see opportunities to sub-contract and thus work will be assured throughout the year. Over the period 2018-2019, public construction will grow in line with the progress of mega- projects at a rate of 13%-16% per year. The total value of these projects over two years will be approximately Baht 1.9 trillion and will provide a substantial supply of work to large contractors, who will likely sub-contract to SMEs. SMEs will also benefit from the government’s policy of subdividing contracts for large projects (for example motorway construction) into smaller units such as Motorway in different routes.

Source: Thailand Industry Outlook 2017-2019, Construction Contractor in March 2017 by Krungsri Research

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Attachment 2 Summary of the Concession Agreement for the MRT Blue Line Project

1. Transaction Date The Company signed the Concession Agreement with MRTA on March 31, 2017.

2. Counter Parties for the Transaction Concession Grantor : The Mass Rapid Transit Authority of Thailand (“MRTA”) Concessionaire : Bangkok Expressway and Metro Public Company Limited (the “Company” or “BEM”)

3. General Characteristics of the Agreement The Concession Agreement for the MRT Blue Line Project (the “Concession Agreement”) is a Build-Transfer-Operate (BTO) on a PPP Net Cost basis1, where the MRTA invests in all civil work costs, and BEM invests in the railway systems and rolling stock, including train operation and maintenance services according to the service standards prescribed in the conditions of the agreement. BEM has the exclusive right to collect fares and undertake activities and commercial development, including advertising, leasing space in the project area, and telecommunications services within the stations and trains over the concession period. Under this agreement, BEM is obliged to pay remuneration from fares and commercial development to the MRTA at the rates prescribed therein. The Concession Agreement for the MRT Blue Line Project consists of the MRT Chaloem Ratchamongkhon Project (the MRT Initial Blue Line Project) from Bang Sue Station – Hua Lamphong Station and the MRT Blue Line Extension Project from Bang Sue Station – Tha Phra Station and from Hua Lamphong Station – Lak Song Station (Bang Khae). The concession agreement of the MRT Chaloem Ratchamongkhon Project (the MRT Initial Blue Line Project) is considered a part of this Concession Agreement in order to operate through operation system. The expiration of the concession agreement of the MRT Chaloem Ratchamongkhon Project (the MRT Initial Blue Line Project) will be extended to be ended simultaneously with the MRT Blue Line Extension Project.

4. Term of the Agreement The term of 33 years from the date the MRTA gives Notice to Proceed (“NTP”)2 which is divided into two phases, as follows:

- Phase 1: Design and Construction (M&E System) Supply, install, and test the M&E Systems3 for the MRT Blue Line Extension Project as well as trial running, within an operating period of 36 months from the date the MRTA issues the Notice to Proceed (NTP) to the Company. The Operating schedule is as follows: Section 1: Bang Sue Station – Tao Poon Station within August 15, 2017 Section 2: Hua Lamphong Station – Lak Song Station within in 30 month from the NTP date4 Section 3: Tao Poon Station – Tha Phra Station within 36 months from the NTP date5

- Phase 2: Operation and Maintenance Services (O&M Services)

1 PPP Net Cost basis contract is the contract where the MRTA invests in all civil work costs, and the concessionaire invests in the railway systems and rolling stock, including train operation and maintenance services according to the service standards prescribed in the conditions of the agreement. The concessionaire has the exclusive right to collect fares and undertake activities and commercial development, including advertising, leasing space in the project area, and telecommunications services within the stations and trains over the concession period while the concessionaire is obliged to pay remuneration from fares and commercial development to the MRTA at the rates prescribed therein. 2 MRTA issued the Notification to Proceed (NTP) to the Company since March 31, 2017. Therefore, the completion date of the Concession Agreement shall be by March 31, 2020 (unless the MRTA later changes the completion schedule). 3 M&E System is all electrical and mechanical system such as rolling stocks, signal system, operation control system, power supply system, communication system, auto fare collection system, platform screen door system and repair and maintenance equipment within depot and outside depot including patent, where the details are described in the Concession Agreement. 4 MRTA issued the Notification to Proceed (NTP) to the Company since March 31, 2017, thus, the completion date for Section 2 shall be on September 30, 2019 (unless the MRTA later changes the completion schedule). 5 MRTA issued the Notification to Proceed (NTP) to the Company since March 31, 2017, thus, the completion date for Section 3 shall be on March 31, 2020 (unless the MRTA later changes the completion schedule).

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The Company has the duty to effectively and safely operate Through Operation system of the whole MRT Blue Line Project over 30 years, starting from the commercial date that can generate revenue for the whole MRT Blue Line. In the case that, the MRTA is unable to provide BEM with access to the civil infrastructure of the site within a specific time exceeding 60 days, the Company then has the right to extend time for Phase 1 and other phases accordingly.

5. Scope of Work Right and Obligation of the Company - Phase 1: Design and Construction (M&E System) The Company has the duty to supply, install, and test the M&E Systems of the MRT Blue Line Extension Project as well as commences the operation of the MRT Initial Blue Line Project and the MRT Blue Line Extension Project for the completed sections with efficiency and complying with safety standard set out in the Concession Agreement. In addition, the Company has the exclusive right to undertake activities and commercial development. - Phase 2: Operation and Maintenance Services (O&M Services) The Company has the duty to operate of the MRT Initial Blue Line Project and the MRT Blue Line Extension Project on Through Operation Basis with total distance of 47 kilometers and total 38 stations. The Company has the exclusive right to collect fares and undertake activities and commercial development. For maintenance in Phase 2, the Company shall undertake the repair and maintenance works of the M&E systems including civil infrastructure (excluding the park-and-ride building) and its equipment and system. In addition, the Company shall arrange sufficient accredited personal and staffs to provide O&M services throughout the period of the Concession Agreement.

6. Performance Guarantee On the Agreement date, the Company shall submit to MRTA a performance bond in the amount of Baht 210 million. Such bond’s term shall remain throughout the term of the Concession Agreement.

7. Source of Revenues The Company’s source of revenue is from fares collection and revenues from commercial development. The structure of fare rates and fare adjustments will be in accordance with the concession agreement of the MRT Chaloem Ratchamongkhon Project (the MRT Initial Blue Line Project).

8. Remuneration Payment to MRTA Phase 1: In accordance with the concession agreement of the MRT Chaloem Ratchamongkhon Project Phase 2: The MRT Blue Line Extension Project and the MRT Chaloem Ratchamongkhon Project (from July 2, 2029 to the end of the concession agreement). (1) In any year that the Company earns Equity Internal Rate of Return (“EIRR”) of more than 9.75% but less than 11.00%, the Company shall pay consideration to the MRTA at the rate of 50% of Free Cash Flow to Equity (“FCFE”), which generate EIRR more than 9.75% but less than 11.00%; (2) In any year that the Company earns EIRR of more than 11.00% but less than 15.00%, the Company shall pay consideration to the MRTA at the rate of 60.00% of FCFE, which generate EIRR more than 11.00% but less than 15.00%; and (3) In any year that the Company earns EIRR of more than 15.00%, the Company shall pay consideration to the MRTA at the rate of 75.00% of FCFE which generate EIRR more than 15.00%.

9. Insurance The Company shall provide for all risks insurance and third party liability insurance with an insurance company duly engaging in business in Thailand, at its own expense, whereby the Company shall be the insured and the MRTA and a creditor to this project (if any) shall be the co-insured and

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co-beneficiary, provided that such insurance coverage shall be effective throughout the period of the Concession Agreement.

10. Delay of the Project Caused by BEM In the case that the delay caused by BEM and not a force majeure or under the exceptional clauses for a period exceeding 60 days, the Company is liable to pay a liquidated damage to MRTA amounting to Baht 7 million per day from the first day of such delay.

11. Source of Fund The Company shall secure the source of financing for the investment and operation under its right and obligation under this Concession Agreement.

12. Ownership on the M&E System The Company shall transfer the ownership of the M&E System, which were the assets constructed and procured under the concession agreement for the MRT Chaloem Ratchamongkhon Project that is in service at the present, to the MRTA right after the signing of this Concession Agreement and the MRTA shall transfer a right to use and possess such assets to the Company on the same day. The Company shall transfer the ownership of the M&E System, which are the assets constructed and procured under the concession agreement for the MRT Blue Line Extension Project, to the MRTA when the Company has passed all necessary tests under the Concession Agreement and commence the operation of the MRT Blue Line Project in whole or in part. Then, the MRTA shall transfer the right to use and possess such assets including the civil work (excluding the park-and-ride building but including the basement of the park-and-ride building at Lad Prao Station) to the Company on the same day.

13. Termination of the Agreement caused by BEM’s Faults In the case that the Company is unable to complete the works and commence the services in whole or in part within 180 days from the specified date in the Concession Agreement or the extended date. As a result, the MRTA has a right to terminate the Concession Agreement and the MRTA shall make a payment to the Company as follows; - Phase 1: The MRTA shall make a payment to the Company in equivalent to the book value of the completed works and M&E systems that can be used by the MRTA and deducted by the damage claim of the MRTA. - Phase 2: The MRTA shall make a payment to the Company in equivalent to the book value of the M&E systems that can be used by the MRTA and deducted by the damage claim of the MRTA.

14. Board of Investment (BOI) Privileges The MRTA shall request to the cabinet to consider the approval the Board of Investment (BOI) Privileges under the Investment Promotion Act B.E. 2520 (and the amendment) for the MRT Blue Line Project, and assist the Company in cooperating with related agencies in order to receive maximum benefit from BOI Privileges under the Investment Promotion Act B.E. 2520 (and the amendment) as necessary.

15. Attachment to the Agreement Attachment 1 M&E Specification and O&M Requirements of the MRTA Attachment 2 Implementation Schedules and Key Dates Attachment 3 MRTA’s Ridership Attachment 4 Procedures and Criteria for Transfer and Handover Attachment 5 Example of the calculation of remuneration payment to the MRTA Attachment 6 Form of the Performance Bond

Attachment 2 - Page 3 Opinion of the IFA - TRANSLATION - Bangkok Expressway and Metro PCL.

Attachment 3 Information of the MRT Blue Line Extension Project

1. Background Developing of the MRT Blue Line Project, meaning the MRT Chaloem Ratchamongkhon Project (the MRT Initial Blue Line Project) from Hua Lamphong – Bang Sue and the MRT Blue Line Extension Project from Hua Lamphong – Bang Khae and Bang Sue – Tha Phra, was facing with many problems, which are the connection and operation of the whole Blue Line Project, the selection of private sector and the revision of the existing public private partnership agreement, as the operation of the project must be Through Operation system. Therefore, for the maximum benefit to public and the government, on July 17, 2016, the Head of National Council for Peace and Order (NCPO) issued Order No.42/2559 (as published in the Government Gazette dated July 21, 2016) concerning the implementation of the MRT Blue Line Extension Project, stating that the PPP Policy Committee under Section 35 of the Private Investments in State Undertakings Act B.E. 2556 considering the MRT Blue Line Extension Project and the Supervisory Committee under Section 43 of the Private Investments in State Undertakings Act B.E. 2556 Act considering the MRT Chaloem Ratchamongkhon Project must jointly consider the problems of the MRT Blue Line Project. After reaching the conclusion, negotiation with the concessionaire of the MRT Chaloem Ratchamongkhon Project was follow to conclude the operation of the MRT Blue Line Project and the revision of the Concession Agreement for the MRT Chaloem Ratchamongkhon Project. This will allow Through Operation system of the MRT Chaloem Ratchamongkhon Project and the MRT Blue Line Extension Project, and allow the expiration of the Blue Line Project to be ended simultaneously or consistently. On March 28, 2017, the Cabinet has approved the MRTA to enter into the Concession Agreement for the MRT Blue Line Project (the “Concession Agreement”) with the Company. Then on March 31, 2017, the Company and the MRTA have signed the Concession Agreement on a public-private partnership (PPP) Net Cost basis for the concession period of 33 years. Under the Concession Agreement, the MRT Chaloem Ratchamongkhon Project (the MRT Initial Blue Line Project) is considered a part of the MRT Blue Line Project. The expiration of the MRT Initial Blue Line Project will be extended from July 1, 2029 to end simultaneously with the MRT Blue Line Extension Project.

2. MRT Blue Line Extension Routes Total length of the MRT Blue Line Extension Project is 26.9 kilometers, of which 21.5 kilometers are elevated structure with 15 stations and the remaining 5.4 kilometers are underground structure with 4 stations.

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Route of the MRT Blue Line Extension

Source: http://www.skyscrapercity.com/showthread.php?t=949098&page=85 Remark: Lak Song – Phuttha Monthon Sai 4 Section of the MRT Blue Line Extension has not yet been constructed.

Hua Lamphong – Bang Khae (Lak Song Station) The Hua Lamphong to Lak Song section has a total length of approximately 14 km with a total of 11 new stations plus the existing Hua Lamphong station. It consists of approximately 5 kilometers of underground structure with 4 underground stations and 9 kilometers of elevated structure with 7 elevated stations. The underground route starts from Hua Lamphong Station along Rama IV Road to Charoen Krung Road, passing Wat Mangkorn Kamalawat and Wang Burapa. The route then enters Sanam Chai Road, goes crossing under the Chao Phraya River at Pak Khlong Talad, and goes along Issaraphap Road. Then, the line changes to elevated structure and heads to Tha Phra intersection, which intersects with the MRT Blue Line Project Bang Sue Station – Tha Phra Station Section, runs along Phetkasem Road, passing Bang Pai, Bang Wa, Phasi Charoen, and Bang Khae, and ends at Kanchanapisek Road. A Depot facility is located adjacent to Phet Kasem 28 (for light maintenance). Tha Phra station will act as an interchange between Hua Lamphong – Bang Khae (Lak Song Station) and Tao Poon - Tha Phra.

Location of the stations • Wat Mangkorn Kamalawat Station located on Charoen Krung Road intersects with Phlapphla Chai Road and Plang Nam Intersection. • Wang Bura Pha Station located on Charoen Krung Road intersects with Mahachai Road at Sam Yod Intersection until Charoen Krung Road intersects with Aunakan and Bura Pha Road. This station is interchange station with the MRT Purple Line (Bang Yai – Rat Burana). • Sanam Chai Station located on Sanam Chai Road intersects with Prapipit Road until Sanam Chai Road intersects with Rajini Road around Khlong Khu Mueang Doem. • Issaraphap Station located on Soi Itsaraphap 23 until Soi Itsaraphap 34. • Tha Phra Station located on Tha Phra Intersection, which is the co-station with the MRT Blue Line Section 3 (Bang Sue – Tha Phra). • Bang Phai Station located along Phet Kasem Road between Soi Phet Kasem 19 and Soi Phet Kasem 19/2.

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• Bang Wa Station located along Phet Kasem Road between Bang Wa Intersection and Soi Phet Kasem 34. • Phet Kasem 48 Station located along Phet Kasem Road between Soi Phet Kasem 31/1 and Soi Phet Kasem 46/2. • Phasi Charoen Station located along Phet Kasem Road in front of Seacon Bang Khae Shopping Center. • Bang Khae Station located along Phet Kasem Road between Soi Phet Kasem 62/3 and Soi Phet Kasem 62/4. • Lak Song Station located along Phet Kasem Road between Soi Phet Kasem 80 and Tang Ra Dab Phet Kasem Junction and Kanchanaphisek Road.

Bang Sue – Tha Phra The Bang Sue to Tha Phra section has a total a length of approximately 13 kilometers with a total of 10 new elevated stations (including Tha Phra Station). The route starts from Bang Sue Station, enters Tao Poon intersection, which intersects with the MRT Purple Line Project, and then enters into Pracharat Sai 2 Road, passing Bang Pho intersection, crosses the Chao Phraya River, goes along Charansanitwong Road around Technology Pharam 6 school, passing Bang Phlat intersection, Borommaratchonnani intersection, and Fai Chai intersection, and ends at Tha Phra intersection, which intersects with the MRT Blue Line Project Hua Lamphong Station – Bang Khae Station Section.

Location of the stations • Tao Poon Station is the interchange station with the MRT Purple Line (Bang Yai – Bang Sue) and located on Pracharat Sai 2 Road intersect with Krung Thep – Nonthaburi Road at Tao Poon Intersection. • Bang Pho Station located on Pracharat Sai 2 Road intersects with Pracharat Sai 1 Road at Bang Pho Intersection. • Bang Or Station located on Charansanitwong Road between Soi Charansanitwong 86/2 and Soi Charansanitwong 90. • Bang Phlat Station located on Charansanitwong Road between Soi Charansanitwong 76 and Soi Charansanitwong 81. • Sirindhorn Station located on Charansanitwong Road intersects with Ratchawithi Road and Sirindhorn Road at Sirindhorn Intersection. • Bang Yi Khan Station located on Charansanitwong Road around Soi Charansanitwong 42. • Bang Khunnon Station located on Charansanitwong Road around Bang Khunnon Intersection. • Yaek Fai Chai Station located on Charansanitwong Road around Fai Chai Junction. • Charansanitwong 13 Station located on Charansanitwong Road between Soi Charansanitwong 13 and Klong Watdeedoew. • Tha Phra Station located on Tha Phra Intersection and is the co-station with the MRT Blue Line Extension Section Hua Lamphong – Bang Khae.

3. Park-and-Ride Buildings The MRT Blue Line Project will have 2 park-and-ride buildings located on both side of Phet Kasem Road at Lak Song Station. Elevated walkways and road across the road will be constructed to connect 2 buildings, which are 10-storey building (between Soi Phet Kasem 47 and Soi 47/1) and 8- storey building (next to Soi Phet Kasem 80).

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(1) 10-storey park-and-ride building for 650 cars

(2) 8-storey park-and-ride building for 350 cars

4. Depot Total area is 90 rais next to Phet Kasem 48 Station. The depot will comprise of the Operations Control Center (OCC), maintenance buildings, management office, parking facility for trains and testing track.

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5. Construction and Consulting Agreements

Contract Description Details Contract Winner Progress1/ No. Value (Contractor) (Baht mn)

1 Design and construction of - 2.8 kilometers length of 11,441 Italian-Thai 98.01% the 2.8 km underground underground twin running tunnel Development PCL. (1.33% structure from Hua - Construction of 2 underground (ITD) slower than Lamphong to Sanam Chai stations, Wat Mungkorn Station schedule) and Wang Burapa Station - Ventilation system for 2 stations - Construction work to connect with the existing underground station at Hua Lamphong Station

2 Design and construction of - 2.57 kilometers length of 10,687 CH. Karnchang 100% the 2.6 km underground underground twin running tunnel PCL. (CK) (Delivering structure from Sanam Chai - Construction of 2 underground the work) - Tha Phra stations, Sanam Chai Station and Itsaraphap Station - Construction of underground tunnel through Chao Praya river - Construction work to connect with the Contract 4 at Tha Phra

3 Construction of 11 km - Construction of elevated structure 11,284 SH-UN Joint 91.48% elevated structure from Tao with 17 meter high venture (Sino (1.91% Poon to Tha Phra and - Length 11.04 kilometers Hydro Corporation faster than construction of crossing - 8 elevated stations from Tao Poon Co., Ltd. and schedule) way along Chao Praya river – Tha Phra Unique Engineering and Construction PCL. (UNIQ))

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Contract Description Details Contract Winner Progress1/ No. Value (Contractor) (Baht mn)

4 Construction of 10.5 km - Civil works (elevated structure) 13,334 Sino-Thai 99.97% elevated structure from Tha from Tha Phra – Lak Song Engineering and (as Phra to Lak Song, and - Length of 10.47 kilometers Construction PCL. schedule) construction of Depot and 2 (STEC) parking buildings

5 Design and project - Track system (Length 70.00 5,153 CH. Karnchang 100% management for the civil kilometers) (Standard PCL. (CK) (as works of rail system - Design, supply, test and price) schedule) fabrication of track system with total length of 27 kilometers - Hua Lamphong – Bang Khae Section and Bang Sue – Tha Phra Section

6-1 Manufacturing, installation Execution of the power under Section 44 of the interim constitution, the Cabinet’s and testing of the M&E resolution approved BEM to undertake the MRT Blue Line extension project on a system (Hua Lamphong – public-private partnership (PPP) net cost basis for 33 years and extension of the Initial Lak Song and Tao Poon – Blue Line Project to be ended simultaneously. Tha Phra)

6-2 Installation of the M&E system (Bang Sue – Tao Poon)

7 Project Management Project management for civil works 726 Group of Consultant (PMC) and system works consultant: Index2/

8 Construction Supervision Responsible for supervision of 5 civil 1,209 Group of Consultant (CSC) work contracts consultant: MAA3/ Remark: 1/ Overall progress of 97.69% (0.13% faster than schedule), as of January 2018. 2/ Comprised of Index International Co., Ltd., Dorsch Consult Co., Ltd., Lanna Engineering Consultant Co., Ltd., Arun Chaiseri Consulting Engineers Co., Ltd., Project Planning Services Co., Ltd., PPSN Co., Ltd. and Merlin's Solutions International Ltd. 3/ Comprised of MAA Consultants Co., Ltd., Tesco Co., Ltd., Epsilon Co., Ltd., Norciv Engineering Co., Ltd., Utility Design Consultants Co., Ltd., D2 Consult Asia Co., Ltd., Moh and Associates Co., Ltd. and Nippon Koei Co., Ltd.

Reference for the Attachment 3: - http://www.mrta.co.th/th/projectelectrictrain/blueline/ - http://www.mrta.co.th/th/projectelectrictrain/construction_progress_report/ - https://th.wikipedia.org/wiki/MRT_ Chaloem Ratchamongkhon - The MRT Blue Line Project Concession Agreement

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