The Opinions of the Independent Financial Advisor on the Disposal of Asset and the Connected Transaction Regarding the Partial W

The opinions of IFA on the disposal of asset and the connected transaction (For the purpose of translation only) Enclosure 9

The opinions of the Independent Financial Advisor on the disposal of asset and the connected transaction regarding the partial waving of subscription right to the capital increase of ordinary shares of GMM ONE TV TRADING COMPANY LIMITED and the disposal of the ordinary shares in ACTS STUDIO COMPANY LIMITED

GMM Grammy Public Company Limited

Presented to

Shareholders of GMM Grammy Public Company Limited

Prepared by

Jaydee Partners Limited

19 January 2015

This English report of the Independent Financial Advisor’s Opinions has been prepared solely for the convenience of foreign shareholders of GMM Grammy 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.

The opinions of IFA on the disposal of asset and the connected transaction (For the purpose of translation only)

Content

Page

Executive Summary 5

Part 1 The Approval of the partial waving of subscription right to the capital increase of ordinary shares of GMM ONE TV TRADING COMPANY LIMITED 1.1 Characteristics and Details of the Transaction 10 1.2 Reasonableness of the Transaction 20 1.3 Fairness of the Transaction Price and Condition 24

Part 2 The Approval of the disposal of the ordinary shares in ACTS STUDIO COMPANY LIMITED 2.1 Characteristics and Details of the Transaction 36 2.2 Reasonableness of the Transaction 43 2.3 Fairness of the Transaction Price and Condition 44

Part 3 Summary of the Opinions by the Independent Financial Advisor 51

Enclosure 1 General Information of GMM Grammy Public Company Limited 54

The opinions of IFA on the disposal of asset and the connected transaction (For the purpose of translation only)

Glossary

The Company or GRAMMY GMM Grammy Public Company Limited The Group GMM Grammy Public Company Limited and its subsidiaries GMM ONE TV TRADING GMM ONE TV TRADING COMPANY LIMITED (formerly known as GMM HD DIGITAL TV TRADING COMPANY LIMITED) GMM ONE TV GMM ONE TV COMPANY LIMITED (formerly known as GMM HD DIGITAL TV COMPANY LIMITED) Group of GMM ONE TV GMM ONE TV TRADING COMPANY LIMITED and GMM ONE TV COMPANY LIMITED TRADING ACTS STUDIO ACTS STUDIO COMPANY LIMITED Scenario Scenario Co., Ltd GMM Media GMM Media Public Company Limited Exact Exact Co., Ltd Mr.Takonkiet Mr. Takonkiet Viravan Purchaser Group or Group of Mr. Takonkiet Viravan and/or other juristic person where Mr. Takonkiet Viravan Mr.Takonkiet holds no less than 51% of the total shares, and/or other group which are related to Mr. Takonkiet Viravan Independent Financial Advisor Jaydee Partners Limited or IFA SET The Stock Exchange of Thailand SEC The Securities and Exchange Commission Notification of the Acquisition Notification of Capital Market Supervisory Board TorChor. 20/2551 Re: Rules on and Disposition Entering into Material Transactions Deemed as Acquisition or Disposal of Assets and Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Acquisition and Disposition of Asset, 2004 (as amended). Connected Transaction The Notification of Capital Supervisory Board, Tor. Chor. 21/2008 Re: Rules on Notification Connected Transactions dated August 31, 2008 and its amendments, as well as the Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and the Acts of Listed Companies concerning Connected Transaction B.E. 2546 (2003) dated November 19, 2003 and its amendments

The opinions of IFA on the disposal of asset and the connected transaction (For the purpose of translation only)

19 January 2015

To: The Shareholders GMM Grammy Public Company Limited

Re: Independent Financial Advisor Report on the Disposal of Asset and the Connected Transaction

With reference to the resolution of the Board of Directors of GMM Grammy Public Company Limited (“the Company” or “GRAMMY”) No.8/2014 dated December 24, 2014, the Board of Directors has approved the connected transaction and assets disposal as follows:

1. Agreed on the connected transaction and assets disposal by partial waving of subscription right to the capital increase of ordinary shares of GMM ONE TV TRADING COMPANY LIMITED1 (“GMM ONE TV TRADING”) to Mr. Takonkiet Viravan (“Mr.Takonkiet”) and/or other juristic person where Mr. Takonkiet holds no less than 51% of the total shares, and/or other group which are related to Mr. Takonkiet Viravan (“Purchaser Group” or “Group of Mr. Takonkiet”) (Details of groups of Purchaser will be further noticed upon clarification). GMM ONE TV TRADING’s shares to be held by Group of Mr.Takonkiet will be equal to 4,410,000 shares, with the par value of THB 100 per share or equivalent to 49% of total paid-up shares of GMM ONE TV TRADING (after GMM ONE TV TRADING has increased its capital), total value equivalent to THB 441,000,000.

2. Agreed on the connected transaction and assets disposal by disposing the ordinary shares of ACTS STUDIO COMPANY LIMITED (“ACTS STUDIO”), the Company’s subsidiary, by 50% direct shareholding and 12.5%2 indirect shareholding (62.5% in total) to GMM ONE TV TRADING where the Company and Group of Mr.Takonkiet holds 51% and 49% shareholding, respectively (after the transaction as enclosure 1 being approved by the shareholders’ meeting). At present, the Company directly holds ACTS STUDIO’ shares in the amount of 2,024,999 shares at the par value of THB 100 per share, total value equivalent to THB 202,499,900. 441,000,000.

In case the Company obtains approval from its shareholders to enter into the transaction under the agenda 2 but not the transaction under the agenda 1, it will be considered that the transaction under the agenda 2 does not obtain the shareholders’ approval accordingly.

The Transactions are considered as the disposal of assets pursuant to the Capital Market Supervisory Board No. TorChor. 20/2551 Re: Rules on Entering into Material Transactions Deemed as Acquisition or Disposal of Assets and Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Acquisition and Disposition of Asset, B.E. 2547 dated 29 October 2004 (“Notification of the Acquisition and Disposition”). The highest transaction size based on the net tangible asset method at 33.99% and 41.99% respectively, calculated using the consolidated financial statements of the Company as of September 30, 2014. When combining the transaction size will be in total of 75.98% which is greater than 50.00% but less than 100.00%, which is considered as Type 1 transaction under the Notification of the Acquisition and Disposition.

Nonetheless, since Mr. Takonkiet is the connected person pursuant to the Notification of the Capital Market Supervisory Board stated in ThorChor 21/2551 and the Notification of the Stock Exchange of Thailand (“the SET”) BorChor/Por 22-01. Mr. Takonkiet is a connected person as being the company “top 4 ranked” executive3, after the

1 Formerly known as GMM HD DIGITAL TV TRADING COMPANY LIMITED. The company changed its name to GMM ONE TV TRADING COMPANY LIMITED on June 12, 2014. 2 The Company indirectly holds 12.5% of shares in ACTS STUDIO through Scenario Co., Ltd. (“Scenario”). Scenario holds 50% of shares in ACTS STUDIO (as of June 20, 2014) and the Company indirectly holds 25% of shares in Scenario through its subsidiary which is GMM Media Public Company Limited (“GMM Media”) (as of April 22, 2014). The Company holds 99.92% of shares in GMM Media (as of April 18, 2014). Please find additional Information in Diagram 1 of Executive Summary. 3 At present, Mr.Takonkiet is an Chief Executive Officer - GMM ONE DIGITAL TV of the Company who is qualified as the top fourth ranked executive officer, after the Group Chief Executive Officer 3

The opinions of IFA on the disposal of asset and the connected transaction (For the purpose of translation only)

Chief Executive Officer, a director and a major shareholder of GMM ONE TV TRADING (after the transaction as enclosure 1 being approved by the shareholders’ meeting, Group of Mr.Takonkiet holds 49% shareholding of GMM ONE TV TRADING), a director and shareholder of ACTS STUDIO4. Thus, the Transactions are considered as a connected transaction according to the Notification of Capital Supervisory Board, Tor. Chor. 21/2008 Re: Rules on Connected Transaction dated August 31, 2008 and its amendments, as well as the Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosures of Information and the Acts of Listed Companies concerning Connected Transaction B.E. 2546 (2003) dated November 19, 2003 and its amendments (“the Notification of Connected Transaction”). The consideration value under these transactions at 77.04% and 44.24% of the Company’s net tangible assets (“NTA”) as of September 30, 2014, respectively. When combining the transaction size will be in total of 121.28% which is greater than 3.00% of the Company’s NTA.

Therefore, the Company is obliged to disclose the information about the transaction to the SET and to seek approval from the shareholders’ meeting at the votes of not less than three-fourths of the total votes of the shareholders attending the meeting and having the rights to vote, excluding the votes of the interested shareholders. Also, the Company has to engage the Independent Financial Advisor to provide opinion regarding the reasonableness of the Transactions, the fairness of the Transactions price and conditions to the shareholders of the Company.

According to the Board of Directors Meeting No.8/2014 dated December 24, 2014, the Board of Directors has approved the appointment of JayDee Partners Limited (“independent financial advisor” or “the IFA”), as financial advisor approved by the Office of the Securities and Exchange Commission (“the SEC”) and JayDee Partners Limited does not have any relationship with the Company, and is authorized to be an independent financial advisor of the Company to provide an opinion to shareholders as supporting information for their voting consideration with respect to the Transactions.

This IFA report was prepared based on the information gathered from interviews with the Company’s management, documents provided by the Company, publicly available information as well as the IFA’s assessment of current economic conditions. Any significant changes to this information in the future may alter the IFA’s opinion on the transaction accordingly. Information and documents used in preparing this report included but are not limited to the following: . The Resolutions of the Company’s Board of Director’s Meetings relating to the transaction . Information Memorandum on the Disposal of Asset and the Connected Transaction . Information of the transaction which is disclosed through the information service system of the SET and/or website and/or public . Information disclosure (Form 56-1) and Annual Report as of FY 2013 of the Company . The Company’s audited financial statements as of 31 December 2011 - 2013 and reviewed financial statements for the 9-month period ended September 30, 2014 . GMM ONE TV TRADING’s audited financial statements and GMM ONE TV’s audited financial statements as of 31 December 2011 - 2013 and reviewed financial statements for the 9-month period ended September 30, 2014 . ACTS STUDIO’s audited financial statements as of 31 December 2011 - 2013 and reviewed financial statements for the 9-month period ended September 30, 2014 . Information from interviews with the Company’s managements . Information and documents obtained from the Company

In addition, the IFA’s opinion was based on the following assumptions:- . All information and documents provided by the Company and the interviews with management were valid and true. The opinion obtained was credible and close to the current situation. No past events or imminent events or impending events would create significant negative impacts on the Company’s operating performance, GMM ONE TV TRADING’s operating performance, GMM ONE TV’s operating performance and ACTS STUDIO’s operating performance. . All business contracts related to the Company, GMM ONE TV TRADING, GMM ONE TV and ACTS STUDIO were legal and binding. There would not be any amendments, revocation nor cancellation of the laws related to the Transactions.

4 Mr.Takonkiet indirectly holds shares in ACTS STUDIO through Scenario. Scenario holds 50% of shares in ACTS STUDIO (as of June 20, 2014) and Mr. Takonkiet holds 52.50% of shares in Scenario (as of April 22, 2014). 4

The opinions of IFA on the disposal of asset and the connected transaction (For the purpose of translation only)

The IFA has prepared this report on December 24, 2014 and hereby certified that we have studied, analyzed and prudently performed our duties as an Independent Financial Advisor, complying with the generally accepted professional standard and rendered our opinion based on the unbiased analysis with regards to the best benefit of the shareholders. However, it is important to note that the IFA’s opinions are based on the information and documents received from the Company and other publicly available information. The IFA assumes that such information is accurate and reliable at the time the IFA prepared this opinion report. However, if such information is found to be inaccurate and/or incomplete and/or unreliable and/or have any significant changes in the future, the opinion provided by the IFA may differ accordingly. As a result, the IFA is unable to be held responsible for any adverse impacts on the Company and its shareholders resulting from the transaction. In addition, the objective of this report is merely to provide an opinion on the Transactions to the Company’s shareholders only. Notwithstanding, the decision to vote is the sole discretion of the shareholders, which shall include the consideration of advantages, disadvantages, and risk associated with the Transactions as well as consideration of the attached documents submitted to the shareholders along with the invitation letter so as to make the most appropriate decision. In this regard, the opinion of the IFA does not certify the success of the Transactions as well as the possible impacts to the Company and/or to the Company’s shareholders. The IFA does not hold any responsibilities for the impacts that might arise from such transactions both directly and indirectly.

The IFA has considered the reasonableness of the Transactions in detail described below:

Executive Summary

The Company aims to improve strengthen of its partnerships with potential and specialized skills partners to support the digital TV business, which is one of the main business of the Company to enhance the ability of the Company to be able to compete in the digital TV business in the future and to strengthen the confidence of target customers. This will be beneficial to management and return of investment to the Company in the long run. Therefore, Board of Directors Meeting No.8/2014 dated December 24, 2014 has approved the Company to partially waive subscription right to the capital increase of ordinary shares of GMM ONE TV TRADING to Mr.Takonkiet of 4,408,000 shares at a price of THB 100, which equalized to THB 440,800,000. After the transaction, Group of Mr.Takonkiet will become the shareholders of GMM ONE TV TRADING which holds shares in the company that operate and produce High Definition (HD) radio and television programs, besides Mr.Takonkiet is now Chief Executive Officer of GMM One Digital TV and Executive Management of ONE Channel.

GMM ONE TV TRADING holds shares in its subsidiary such as GMM ONE TV COMPANY LIMITED5 (“GMM ONE TV”), which is the authorized license holder to use television frequency allocation under general high definition integrated services digital, which is valid for 15 years (starting on 25 April 2014 to 24 April 2029) and to operate variety – high definition digital TV channel (Variety HD) under channel called "ONE", which is aired under channels number 31; for watching via antenna digital TV, digital TV box or digital TV tune and under the channel number 41 for watching through a cable TV or satellite dish.

Additionally, according to the shareholders agreement between the Company and Group of Mr. Takonkiet, which was signed on 23 December 2014, stated that after the transaction they will transfer employees and dispose assets and equipments of drama and TV programs production of Scenario Co., Ltd (“Scenario”), which produces drama, TV programs and musical theatre and is managed by group of Mr. Takonkiet (Mr. Takonkiet holds 52.5% of Scenario share) to GMM ONE TV TRADING by disposal assets and equipments of Scenario at the book value asset on the date of entering the transaction. In this regards, most of the transfer will comprise mainly of the transfer of employees. (Moreover, Scenario will not produce drama and TV programs which will compete with business of GMM ONE TV TRADING and GMM ONE TV (“Group of GMM ONE TV TRADING”) in the future. Scenario will carry on operating the business which does not compete with the Group of GMM ONE TV TRADING such as musical theatre and concert). Additionally, from the executives’ interview mentioned that the Company will transfer employees and dispose assets

5 Formerly known as GMM HD DIGITAL TV COMPANY LIMITED. The company changed its name to GMM ONE TV COMPANY LIMITED on June 12, 2014. As of Jane 13, 2014, GMM ONE TV TRADING is major shareholder of GMM ONE TV, which holds 3,999,998 shares or 100% of GMM ONE TV’s total paid-up shares. 5

The opinions of IFA on the disposal of asset and the connected transaction (For the purpose of translation only) and equipments of drama and TV programs production of Exact Co., Ltd6 (“Exact”), which is subsidiary of the company and produces drama and TV programs to GMM ONE TV TRADING by disposal assets and equipments of Exact at the book value asset on the date of entering the transaction. Finally, drama and TV programs production which are aired on free TV, satellite TV and TV Digital “ONE” will be solely managed by GMM ONE TV TRADING. Herewith, the shareholders’ structure of GMM ONE TV TRADING before and after the transaction is as follows:

Diagram 1 : Shareholding structure of GMM ONE TV TRADING before and after the transaction

Before the transaction After the transaction

Group of GMM Grammy PLC Mr.Takonkiet GMM Grammy PLC Mr.Takonkiet Mr.Takonkiet

99.92% 52.50% 99.92% 52.50% 25% 25% GMM Media PLC GMM Media PLC Scenario Co.,Ltd Scenario Co.,Ltd Productions of musical theatre, drama and 100% 100% TV programs, concert, library musical theatre, Exact Co., Ltd Exact Co., Ltd Library Production of drama concert Staff/Asset / 100% and TV programs Staff/ Asset/Equipment 51% 49% Equipment of TV Business of TV Business GMM ONE TV TRADING COMPANY LIMITED GMM ONE TV TRADING COMPANY LIMITED Paid-up Capital of THB 400 million Paid-up Capital of THB 900 million Holding Company Holding Company/ Productions of drama and TV programs 100% 100% GMM ONE TV COMPANY LIMITED Paid-up Capital of THB 400 million GMM ONE TV COMPANY LIMITED the authorized TV Digital license holder (Varity HD), Paid-up Capital of THB 400 million operating digital TV channel "ONE Channel” the authorized TV Digital license holder (Varity HD), operating digital TV channel "ONE Channel”

Remark: - After the transaction, Scenario and Exact shall transfer their employees and dispose their assets and equipments of drama and TV programs production to GMM ONE TV TRADING as stated in condition of the shareholders agreement. - Other shareholders of Scenario hold 22.50% of the shares. Other 5 shareholders of Scenario next to Mr. Takonkiet and GMM MEDIA are Mrs. Somsri Pruthipan holds 4% of the shares, Ms. Suthasinee Buthsarapun holds 4% of the shares, Mr. Niphon Puennuen holds 3.29% of the shares, Mr. Suraphol Preerapongphitphat holds 1.71% of the shares and Mrs.Phiyada Akkrarasenee holds 1.59% of the shares.

As approved in shareholders’ meeting on assets disposal by partial waving of subscription right to the capital increase of ordinary shares of GMM ONE TV TRADING to Group of Mr.Takonkiet, Group of Mr.Takonkiet will hold shares of 4,410,000 shares or equivalent to 49% of total paid-up shares of GMM ONE TV TRADING (after GMM ONE TV TRADING has increased its capital). This disposal will optimize effectiveness of the management of the Group, increase the flexibility in business and encourage cooperation between the Company and Group of Mr.Takonkiet appropriately. The Company intends to restructure its shareholders’ structure of its subsidiary, which operates TV Digital business and production of drama and TV programs business such as ACTS STUDIO who operates studios for drama, movies and entertainment, to be under shareholder of GMM ONE TV TRADING. After the complete of the transaction, ACTS STUDIO will mainly operates its business for GMM ONE TV TRADING. Referring to Board of Directors Meeting No.8/2014 dated December 24, 2014, the Company agreed to dispose all shares of ACTS STUDIO which directly and indirectly7 hold by the Company in amount of 2,531,249 shares or equivalent to 62.5% of total paid-up shares of ACTS

6 As of April 17, 2014, the Company indirectly holds 100% of shares in Exact through GMM Media. GMM Media holds 100% of shares in Exact . Board of direct of Exact are Mrs. Saithip Montrikul Na Audhaya, Mr. Takonkiet Viravan, Miss Suwimon Chungjotikapisit and Mrs. Somsri Prithiphan 7 The Company indirectly holds shares in ACTS STUDIO through Scenario. Scenario holds 50% of shares in ACTS STUDIO (as of June 20, 2014) and the Company indirectly holds 25% of shares in Scenario through its subsidiary which is GMM Media (as of April 22, 2014). The Company holds 99.92% of shares in GMM Media (as of April 18, 2014). 6

The opinions of IFA on the disposal of asset and the connected transaction (For the purpose of translation only)

STUDIO to GMM ONE TV TRADING at THB 100 per share which is equivalent to THB 253,124,900 in total. Whereas, Scenario (Mr. Takonkiet holds 52.50% of shares in Scenario) is one of the major shareholders of ACTS STUDIO will dispose all of its shares8 to GMM ONE TV TRADING as well. After the complete of the transaction, GMM ONE TV TRADING will hold 100% of shares of ACTS STUDIO. Herewith, shareholders’ structure of ACTS STUDIO before and after the transaction is as follows:

Diagram 2 : Shareholding structure of ACTS STUDIO before and after the transaction Before the transaction After the transaction

Group of Group of GMM Grammy PLC Mr.Takonkiet Mr.Takonkiet Mr.Takonkiet GMM Grammy PLC Mr.Takonkiet

99.92% 52.50% 99.92% 52.50% 25% 25% GMM Media PLC GMM Media PLC Scenario Co.,Ltd Scenario Co.,Ltd 100% 100%

Exact Co.,51% Ltd Exact Co., Ltd 51% 49% 51% 49% GMM ONE TV TRADING GMM ONE TV TRADING COMPANY LIMITED COMPANY LIMITED

100% 100% 100%

GMM ONE TV COMPANY LIMITED GMM ONE TV ACTS STUDIO COMPANY LIMITED COMPANY Providing location for production of 50% 50% LIMITED drama and TV programs

ACTS STUDIO COMPANY LIMITED Providing location for production of drama and TV programs

The partial waving of subscription right to the capital increase of ordinary shares of GMM ONE TV TRADING to Group of Mr. Takonkiet and the disposal of the ordinary shares in ACTS STUDIO which directly and indirectly hold by the Company to GMM ONE TV TRADING are considered as the disposal of assets pursuant to the Notification of the Acquisition and Disposition. The highest transaction size based on the net tangible asset method at 33.99% and 41.99% respectively, calculated using the consolidated financial statements of the Company as of September 30, 2014. When combining the transaction size will be in total of 75.98% which is greater than 50.00% but less than 100.00%, which is considered as Type 1 transaction under the Notification of the Acquisition and Disposition.

Nonetheless, since Mr. Takonkiet is the connected person of the Company9, a director and a major shareholder of GMM ONE TV TRADING (after the aforementioned transaction being approved by the shareholders’ meeting, Group of Mr.Takonkiet holds 49% shareholding of GMM ONE TV TRADING), a director and shareholder of ACTS STUDIO10. Thus, the Transactions are considered as a connected transaction according to the Notification of Connected Transaction. The consideration value under these transactions at 77.04% and 44.24% of the Company’s NTA as of September 30, 2014, respectively. When combining the transaction size will be in total of 121.28% which is greater than 3.00% of the Company’s NTA which is greater than 3.00% of the Company’s NTA. Therefore, the Company is obliged to disclose the information about the transaction to the SET and to seek approval from the shareholders’ meeting at the votes of not less than three-fourths of the total votes of the shareholders attending the meeting and having the rights to vote, excluding the votes of the interested shareholders. Also, the Company has to engage the Independent Financial

8 Scenario holds 2,024,998 shares in ACTS STUDIO or equivalent to 50% of total paid-up shares of ACTS STUDIO (as of June 20, 2014) 9 At present, Mr.Takonkiet is an Chief Executive Officer - GMM ONE DIGITAL TV of the Company who is qualified as the top fourth ranked executive officer, after the Group Chief Executive Officer 10 Mr.Takonkiet indirectly holds shares in ACTS STUDIO through Scenario. Scenario holds 50% of shares in ACTS STUDIO (as of June 20, 2014) and Mr. Takonkiet holds 52.50% of shares in Scenario (as of April 22, 2014). 7

The opinions of IFA on the disposal of asset and the connected transaction (For the purpose of translation only)

Advisor to provide opinion regarding the reasonableness of the transaction, the fairness of the transaction price and conditions to the shareholders of the Company.

Based on our analysis in relation to the appropriateness of the Transactions including the fairness of price and conditions of the partial waving of subscription right to the capital increase of ordinary shares of GMM ONE TV TRADING to Group of Mr. Takonkiet and the disposal of the ordinary shares in ACTS STUDIO which directly and indirectly hold by the Company to GMM ONE TV TRADING. IFA has opinion on the Transactions as follows:

The partial waving of subscription right to the capital increase of ordinary shares of GMM ONE TV TRADING to Group of Mr.Takonkiet

IFA views that this transaction is appropriate due to the following reasons: 1. The transaction shall enhance competitive ability of the Group to compete in the digital TV business. With the knowledge, experience and well-known works of Mr. Takonkiet together with transferring of employees and disposal assets and equipments of drama and TV programs production of Scenario and Exact to GMM ONE TV TRADING shall enhance the Company to be efficient in producing valuable TV programs. 2. One of the effective way to secure effective personnel to work for the Company in long run, for the purpose of supporting TV digital “ONE” to achieve the goal, both in terms of popularity with audiences (Rating) and revenue from the sale of advertising aired time as targeted. The growth of digital TV ONE Channel shall support the Company to revenue from digital TV business in the future. 3. Reduce the obligation of the Company in funding financial investment of GMM ONE TV TRADING in the future. GMM ONE TV TRADING is required to increase its capital to be partial funding for GMM ONE TV (who is the authorized license holder to use television frequency allocation under general high definition integrated services digital) to pay for the license and/or working capital of the business and/or expansion of investment to produce valuable TV program to respond to the requirement of the target audience. The funding will support digital TV ONE Channel to maintain its popularity and to compete with increasing number of competitors. 4. Reduce the risk of the Company from operating digital TV business and investment in digital TV ONE Channel. This risk might cause negative impact to digital TV business and digital TV ONE Channel not to achieve its targeted business operation such as aggressive competition achievement and concentrations of advertising on free TV channels. 5. Currently digital TV ONE Channel is still at its early stage of operation and operating results in the future may be uncertain. The disposal of ordinary shares of GMM ONE TV TRADING to new investors at par value of THB 100 per share is in accordance with the general guidelines for business startups and loss in its business operation (Book value of GMM ONE TV, which is subsidiary of GMM ONE TV TRADING in proportion of 99.99% and the bidder of digital TV license (Variety HD) on 30 September 2014 at THB THB 37.50 per share). For the benefits and synergies of business, the Company shall receive from the above transaction based on the estimated value of GMM ONE TV shares valuated by the IFA with Discounted Cash Flow Approach according to the policy and plan after the transaction is equal to THB 103.26 - THB 131.74 per share from the business synergy shall increase chance in gaining return of digital TV business investment. From the above reasons Independent Financial Advisor viewed that the waving of subscription right to the capital increase of ordinary shares of GMM ONE TV TRADING to Group of Mr.Takonkiet at par value of THB 100 per share is appropriate. (Details of estimated value of ordinary shares of GMM ONE TV TRADING is presented in part 1, item 1.3.1 of this report). 6. Terms and/or conditions of transferring and payment of the capital increase of ordinary shares of GMM ONE TV TRADING, which Group of Mr. Takonkiet shall comply is the common condition in acquisition of ordinary shares, which is same condition to the Company as well. Additionally, the shareholders agreement determined several conditions that protect beneficial of the Company from being business partner with Group of Mr. Takonkiet especially the requirement that Group of Mr. Takonkiet shall transfer employees and dispose assets of drama and TV programs production of Scenario to GMM ONE TV TRADING. The drama and TV programs production which are aired on free TV, satellite TV and TV Digital “ONE” will be solely managed by GMM ONE TV TRADING to reduce risk of business competitive conflicts in the future. Hence, the shareholders should approve the entering into of this transaction. However, there are disadvantages and risks that the shareholders should take into consideration before making the decision to approve the transaction such as reducing shareholders of GMM ONE TV TRADING shall reduce the profit portion of GMM ONE TV TRADING (in case

The opinions of IFA on the disposal of asset and the connected transaction (For the purpose of translation only)

GMM ONE TV TRADING business operation is able grow as planned and gain profit from its operation.) (The details of disadvantages and risks in transaction are presented in part 1, item 1.2.2, of this report).

The disposal of the ordinary shares in ACTS STUDIO to GMM ONE TV TRADING.

IFA views that this transaction is appropriate due to the following reasons: 1. ACTS STUDIO, who operates studios for drama, movies and entertainment, is considered as subsidiary of GMM ONE TV TRADING. The transaction shall support TV digital business and the production of drama and TV programs of Group of GMM ONE TV TRADING which Scenario shall transfer their employees and dispose their assets and equipments of drama and TV programs production to GMM ONE TV TRADING, increase efficiency in business management. 2. The acquisition of asset or business shall increase effective and ability in drama and TV programs production of digital TV ONE channel to gain more popularity (Rating) and revenue from advertising. In case business performance of digital TV ONE channel is able to grow as targeted, the Company shall benefit from being its shareholders of GMM ONE TV TRADING. Even though, after the transaction, the Company shall indirectly holds shares in ACTS STUDIO by holding GMM ONE TV TRADING in proportion of 51%. 3. The Company received cash from GMM ONE TV TRADING approximately THB 202.50 million (from the disposal of 50% shares in ACTS STUDIO which directly hold by the Company) for working capital to operate business and to increase its competitive ability of other business parts of the Group. 4. The price of the transaction is THB 100 per share, which is in range of fair value of the ordinary shares of ACTS STUDIO valuated by IFA with Discounted Cash Flow Approach is equal to THB 94.67 - THB 105.62 per share. However, this transaction is similar to restructuring of shares of its subsidiary that operates digital TV business of GMM ONE TV TRADING after completion of the aforementioned transaction. The transaction shall enhance the strength of GMM ONE TV TRADING and appropriately cooperate business partner between the Company and Group of Mr. Takonkiet in the future. 5. Since the selling price of the ordinary shares in ACTS STUDIO to GMM ONE TV TRADING, which is THB 100 per share, is equal to the selling price to Scenario. Therefore, IFA viewed that the selling price of this transaction which is the par of value of THB 100 per share, is appropriate.

The Company will dispose all shares of ACTS STUDIO which directly and indirectly hold by the Company to GMM ONE TV TRADING when the Shareholder Meeting of the Company approve the partial waving of subscription right to the capital increase of ordinary shares of GMM ONE TV TRADING to Group of Mr. Takonkiet.

The opinions of IFA on the disposal of asset and the connected transaction (For the purpose of translation only)

Part 1 : The Approval of the partial waving of subscription right to the capital increase of ordinary shares of GMM ONE TV TRADING COMPANY LIMITED

1.1 Characteristic and Details of the Transaction

According to GMM ONE TV TRADING will increase its ordinary shares by THB 500 million, which is consist of increasing its capital by THB 500 million, which is consist of 5,000,000 ordinary shares at a par value of THB 100 per share together with existing registered capital of THB 400 million. Thereafter, total registered capital of GMM ONE TV TRADING will be THB 900 million, comprising of 9,000,000 shares at a par value of THB 100 per share. GMM ONE TV TRADING will use that money received from the increased of its capital as a source of funds for payment of the new ordinary shares of GMM ONE TV11 (GMM ONE TV is the authorized license holder to use television frequency allocation under general high definition integrated services digital, which is valid for 15 years (starting on 25 April 2014 to 24 April 2029) and is a subsidiary of GMM ONE TV TRADING). Presently, GMM ONE TV operates variety – high definition digital TV channel under the name "ONE Channel". GMM ONE TV is planning to increase its registered capital by THB 500 million, which is divided into ordinary shares of 5,000,000 shares at a par value of THB 100 in 2015 in order to raise funds for working capital of digital TV business and some funds for the payment of a license fee for operating on digital terrestrial TV frequencyin the future.

The Company has policy to improve strengthen of its partnerships with potential and specialized skills partners to support the digital TV business, which is one of the main business of the company. The business is likely to grow well after the government started the transition to TV system from analog system to digital system in the end of 2013. The Company considered that to partner with experience in TV business and continuously producing popular TV program to target audience will enhance the ability of the Company to be able to compete in the digital TV business in the future and to strengthen the confidence of target clients. Therefore, Board of Directors Meeting No.8/2014 dated December 24, 2014 has approved the Company to partially waive subscription right to the capital increase of ordinary shares of GMM ONE TV TRADING with the following procedures: 1. The Company will dispose 2,000 ordinary shares of GMM ONE TV TRADING to Mr.Takonkiet and/or Group of Mr.Takonkiet at the price THB 100 per share, totaling value equivalent to THB 200,000. (Mr. Takonkiet will dispose 1 share of GMM ONE TV TRADING to the Company at the price of THB 100 per share which Mr. Takonkiet originally hold the share as the founder. 2. The Company will partially waive subscription right to the capital increase of ordinary shares of GMM ONE TV TRADING to Group of Mr. Takonkiet of 4,408,000 shares at the price of THB 100, which is equalized to THB 440,800,000. After the transaction, Group of Mr.Takonkiet will become the shareholders of GMM ONE TV TRADING which holds shares in the company that operate and produce High Definition (HD) radio and television programs, besides Mr.Takonkiet is now Chief Executive Officer of GMM One Digital TV and Executive Management of ONE Channel. Shareholding after the Transaction, the Company will hold 4,589,999 share or equivalent to 51% of total paid-up capital of GMM ONE TV TRADING. And, Group of Mr.Takonkiet will hold shares of 4,410,000 shares or equivalent to 49% of total paid-up shares of GMM ONE TV TRADING (after GMM ONE TV TRADING has increased its capital).

After the transaction, the shareholders agreement between the Company and group of Mr. Takonkiet, which signed on December 23, 2014, stated that Group of Mr. Takonkiet will transfer employees and dispose assets and equipments of drama and TV programs production of Scenario, which produces drama TV programs and musical theatre and is managed by Group of Mr. Takonkiet (Mr. Takonkiet holds 52.5% of Scenario share) to GMM ONE TV TRADING by disposal assets and equipments of Scenario at the book value asset on the date of entering the transaction. In this regards, most of the transfer will comprise mainly of the transfer of employees. Moreover, Scenario will not produce drama and TV program which will compete with business of Group of GMM ONE TV TRADING. But Scenario will carry on operating the business which does not compete with the GMM ONE TV TRADING group such as musical theatre and

11 Formerly known as GMM HD DIGITAL TV COMPANY LIMITED. The company changed its name to GMM ONE TV COMPANY LIMITED on June 12, 2014. As of Jane 13, 2014, GMM ONE TV TRADING is major shareholder of GMM ONE TV, which holds 3,999,998 shares or 100% of GMM ONE TV’s total paid-up shares. 10

The opinions of IFA on the disposal of asset and the connected transaction (For the purpose of translation only) concert. Additionally, from the executives’ interview mentioned that Exact12, which is subsidiary of the Company and produces drama and TV programs, will transfer their employees and dispose their assets and equipments of drama and TV programs production to GMM ONE TV TRADING by disposal assets and equipments of Exact at the book value asset on the date of entering the transaction. Finally, drama and TV programs production which are aired on free TV, satellite TV and TV Digital “ONE” will be solely managed by GMM ONE TV TRADING. Herewith, the shareholders’ structure of GMM ONE TV TRADING before and after the transaction is shown in diagram 1 in executive summary.

1.1.1 Types and Size of the Transaction

The partial waving of subscription right to the capital increase of ordinary shares of GMM ONE TV TRADING to Group of Mr.Takonkiet in the amount of 4,408,000 shares at the price of THB 100 per share, totaling THB 440,800,000, is considered as the disposal of assets and connected transaction. Details of calculaon in transacon size based on the Company’s financial statements for the 9-month period ended September 30, 2014 as follows:

Details of calculaon in disposal of assets transacon size

1. Net tangible assets criteria = % NTA of business trasacon/ NTA of listed company

Transacon Size = 49% * THB 396.95 million / THB 572.15 million = 33.99% NTA of GMM ONE TV = Total assets – Intangible Assets – Deferred Tax Assets – Total Liabilities – Non- TRADING controlling interests of the subsidiaries (THB million) = 436.44 – 0.00 – 0.00 – 39.50 – 0.00 = 396.95 NTA of GRAMMY = Total Assets – Goodwill – Net Deferred Tax Assets – Other Intangible Assets* – Total (THB million) Liabilities – Non-controlling Interests of the Subsidiaries = 15,950.24 – 74.82 – 342.11 – 148.08* – 13,918.17 – 894.91 = 572.15 Remark * the calculation of NTA of the Company exclude the deduction of intangible assets that are copyrights namely copyrights to musical compositions, program rights, motion picture and cartoon copyrights, games licenses and other rights since those are intangible assets that generate main sources of revenue to the Company.

2. Net proﬁt from operaon criteria = % Net profit of business transaction / Net profit of listed company -No calculation on this criteria due to Company’s net loss-

3. Total value of consideraon criteria = amount of money payment / Total assets of listed company - No calculation on this criteria due to GRAMMY did not receive money from waving of subscription right to the capital increase of ordinary shares of GMM ONE TV TRADING.-

4. Value of securies issued criteria that listed company issued for assets payment = Amount of shares that listed company issued for assets payment / amount of paid shares of listed company -No calculation on this criteria due to the Company doesn’t issued securies-

Details of calculaon in connected transacon size

Connected transacon size = Value of consideraon / NTA of listed company = THB 440.80 million / THB 572.15 million = 77.04%

12 As of April, 2014, the Company indirectly holds 100% of shares in Exact through GMM Media. GMM Media holds 100% of shares in Exact . Board of direct of Exact are Mrs. Saithip Montrikul Na Audhaya, Mr. Takonkiet Viravan, Miss Suwimon Chungjotikapisit and Mrs. Somsri Prithiphan. 11

The opinions of IFA on the disposal of asset and the connected transaction (For the purpose of translation only)

The partial waving of subscription right to the capital increase of ordinary shares of GMM ONE TV TRADING to Group of Mr.Takonkiet is considered as the disposal of assets in the highest transaction size based on the net tangible asset method at 33.99%. When combining with the transaction size of the disposal of the ordinary shares in ACTS STUDIO which directly and indirectly hold by the Company to GMM ONE TV TRADING, equivalent to the transaction size of 41.99%, the total transaction size of the transactions will be at 75.98% which is greater than 50.00% but less than 100.00%, which is considered as Type 1 transaction under the Notification of the Acquisition and Disposition. In addition, the transaction is considered as a connected transaction which has resulted in the highest transaction size at 77.04% of the Company’s NTA, which is greater than 3.00%. Therefore, the Company is obliged to disclose the information about the transaction to the SET and to seek approval from the shareholders’ meeting at the votes of not less than three-fourths of the total votes of the shareholders attending the meeting and having the rights to vote, excluding the votes of the interested shareholders. The conflicted shareholders who do not have the right to vote are presented in the following Table.

Table 1 : Lists of conflicted shareholders who do not have the rights to vote Shares held in Relationship with the counterparties Name GRAMMY* of the transaction No. of shares % 1. Mr. Takonkiet Viravan 6,930,840 0.87 The counterparties of the transaction 2. Mrs.Rosanaporn Viravan 51,920 0.01 Sister of Mr.Takonkiet Viravan Remark * information as of January 8, 2015.

1.1.2 Relevant parties, key condition of agreement

Relevant parties Counterparties : . GMM Grammy Public Company Limited as waiver of subscription right to the capital increase of ordinary shares of GMM ONE TV TRADING COMPANY LIMITED. . Mr. Takonkiet Viravan and/or other juristic person where Mr. Takonkiet Viravan holds no less than 51% of the total shares, and/or other group as right holder of the subscription of newly ordinary shares of GMM ONE TV TRADING COMPANY LIMITED. Relationship : . Mr.Takonkiet Viravan is an Chief Executive Officer - GMM ONE DIGITAL TV of the between the Company who is qualified as the top fourth ranked executive officer, after the parties Group Chief Executive Officer. . Mr.Takonkiet Viravan holds shares in the Company with amount of 6,930,840 shares or representing 0.87% of the Company’s total paid-up shares. (as of January 8, 2015)

Summary of key condition of agreement and/or Shareholder Agreement Parties to a : . GMM Grammy Public Company Limited Contract . Mr. Takonkiet Viravan and/or other juristic person where Mr. Takonkiet Viravan holds no less than 51% of the total shares, and/or other group Contract date : 23 December 2014 Assets of the : The newly issued ordinary shares of GMM ONE TV TRADING COMPANY LIMITED in the Transaction amount of 4,408,000 shares. Purchase Price : THB 100 per share, total value equivalent to THB 440,800,000. Key Terms and Conditions Conditions : The meeting of shareholders of the Company have to approve the transaction with Precedent affirmative votes of not less than three-fourth of the votes present at the meeting and having the right to vote, excluding the votes from the shareholders who have conflict of interest. Period and expense : . The company expects GMM ONE TV TRADING to increase its capital in March 2015 of the subscription . GMM ONE TV TRADING shall be responsible for all cost related to payment of the newly issued request of the increasing capital ordinary shares 12

The opinions of IFA on the disposal of asset and the connected transaction (For the purpose of translation only)

The elimination of : . The parties agreed to terminate TV business of Xact and Scenario, including conflict of interest/ affiliated company of Scenario. The above companies will operate business related Non-competition to collecting and supply library work only. Group of Mr. Takonkiet and other shareholders of Scenario, including affiliated company, will not engage in TV business which will compete with business of GMM ONE TV TRADING and/or TV digital “ONE Channel” which is operating currently and in the future, unless officially written approval by GRAMMY. On the other hand, GRAMMY and its affiliated company will not engage in theatre business, which will compete with Group of Mr. Takonkiet unless officially written approval by agreed parties. . The parties agreed to negotiate with all of Xact employees and some of Scenario employee (only important employees with knowledge, ability and experience related to TV business) to be transferred to GMM ONE TV TRADING employees. The above employees must follow all regulation and work policy of the Group. Warranties or duty : The parties agreed to permit library works of Xact and Scenario to GMM ONE TV of counterparties TRADING and/or TV digital “ONE Channel”. The parties will determine the price paid for the grant of a library work based on the market price. Board of Directors : After the transaction, GMM ONE TV TRADING will add 3 additional board members, after the totaling 7 board members, comprising the representatives of the Company at amount Transaction 4 members and the representatives of Group of Mr. Takonkiet at amount 3 members. Chairman of the board of the director is the representatives of the Company. Additionally, GMM ONE TV TRADING will change duly authorized directors to “one authorized director from each major shareholder of GMM ONE TV TRADING will be co-signing on the document with a company’s seal” Source: The Company

Value of the Consideration and Basis Used to Determine the Value of the consideration For this transaction, GMM ONE TV TRADING shall be paid for newly issued ordinary shares of 4,408,000 shares with par value of THB 100 per share, or equivalent to THB 440,800,000 from Mr. Takonkiet entirely in cash on the day that GMM ONE TV TRADING calls for payment of the capital increase of newly issued ordinary shares and transfer the newly issued ordinary shares to group of Mr. Takonkiet. Referring to Extraordinary General Meeting of Shareholders No. 1/2558 approved the transaction the Company expects GMM ONE TV TRADING to process with the capital increase in March 2015 to further utilize the fund amount of THB 500 million received from disposal and acquisition of ordinary shares as source of funds for recapitalization of GMM ONE TV that expects to carry out a capital increase in March 2015. In case, the transaction does not occur, the company shall pay for the capital increase of ordinary shares of THB 440,800,000 to GMM ONE TV TRADING. The summary of the estimated cash flows under transaction 1 can be summarized as follows: Mr. Takonkiet and/or GMM ONE TV Unit : THB GRAMMY the Group of Mr. Takonkiet TRADING 1. The Company dispose 2,000 ordinary +200,000 -200,000 shares of GMM ONE TV TRADING to Mr.Takonkiet and/or Group of Mr.Takonkiet at the price THB 100 per share 2. Mr. Takonkiet dispose 1 share of GMM -100 +100 ONE TV TRADING to the Company at the price of THB 100 per share. 3. GMM ONE TV TRADING increases its -59,200,000* -440,800,000 +500,000,000 capital in amount of 5,000,000 shares at the par value of THB 100 per share to the existing shareholder and the Company waive the partial subscription right of 4,408,000 newly issued ordinary shares of GMM ONE TV TRADING to Mr. Takonkiet

The opinions of IFA on the disposal of asset and the connected transaction (For the purpose of translation only)

Mr. Takonkiet and/or GMM ONE TV Unit : THB GRAMMY the Group of Mr. Takonkiet TRADING and/or the Group of Mr. Takonkiet at the price THB 100 per share Estimated net cash flows of transaction 1 -59,000,100 -440,999,900 +500,000,000** Remark - estimated cash flows prior to any related transaction expenses that may be incurred such as expenses related to the increase of capital by GMM ONE TV TRADING. * Portion of increase capital in GMM ONE TV TRADING that the Company will not waive its subscription rights of 592,000 shares at a par value of THB 100 per share. ** GMM ONE TV TRADING will use the proceeds obtained to increase capital in GMM ONE TV for the operation of Digital TV business.

1.1.3 Details of Asset of the Transaction

1) History of GMM ONE TV TRADING GRAMMY established a subsidiary company, GMM HD DIGITAL TV TRADING LIMITED (Later changed its name to GMM ONE TV TRADING COMPANY LIMITED), on September 6, 2013, with registered capital of THB 1 million for doing business in all kinds of High Definition (HD). Significant changes and developments – Funds and the business operations of GMM ONE TV TRADING are summarized as follows;

2013 . On September 2013, GRAMMY established a subsidiary company, GMM HD DIGITAL TV TRADING LIMITED with registered capital of THB 1 million. . On September 2013, GMM HD DIGITAL TV TRADING LIMITED established a subsidiary company, GMM ONE TV LIMITED (Formerly known as GMM HD DIGITAL TV COMPANY LIMITED) with registered capital of THB 1 million. . On October 2013, GMM HD DIGITAL TV TRADING LIMITED and GMM ONE TV increased the registered capital to THB 200.00 million. . On December 2013, GMM ONE TV attended the auction of the licenses to use allocated frequencies for national commercial digital television services in Variety Category (High Definition) and is 1 in 7 of the bidder who bids the highest bid. GMM ONE TV offered the License in Variety Category (High Definition) THB 3,320.00 million. 2014 . GMM ONE TV paid permit fee for operating on digital terrestrial TV frequency, the first period, for THB 936 million to the Office of The National Broadcasting and Telecommunications Commission on 7 February 2014. The permit fee was granted on 25 April 2014 for the 15- year right to operate from 25 April 2014 to 24 April 2029. . On April 2014, GMM HD DIGITAL TV TRADING LIMITED and GMM ONE TV increased the registered capital to THB 400.00 million. . ONE Channel of GMM ONE TV had a trial broadcast during 1 – 24 April 2014 with the officially broadcasted on 1 May 2014. . On June 2014, GMM ONE TV TRADING changed its name from “GMM ONE HD DIGITAL TV TRADING COMPANY LIMITED” to “GMM ONE TV TRADING COMPANY LIMITED”.

As of December 31, 2014, GMM ONE TV TRADING has its registered and paid-up capital of THB 400 million, representing 4,000,000 ordinary shares, with the par value of THB 100 per share. On March 2015, GMM ONE TV TRADING intends to increase its capital by THB 500 million, comprising of 5,000,000 ordinary shares at a par value of THB 100 per share, from the existing registered capital of THB 400 million. Thereafter, total registered capital of the Company will be THB 900 million, comprising of 9,000,000 shares at a par value of THB 100 per share. At present, GMM ONE TV TRADING has a subsidiary, GMM ONE TV, which has its registered and paid-up capital of THB 400 million, representing 4,000,000 ordinary shares, with the par value of THB 100 per share.

The opinions of IFA on the disposal of asset and the connected transaction (For the purpose of translation only)

2) Business Operations of GMM ONE TV TRADING GMM ONE TV TRADING holds shares in GMM ONE TV13, its subsidiary, which operates telecommunication broadcasting service under high definition (HD) and the authorized license holder to use television frequency allocation under general high definition integrated services digital, which is valid for 15 years (starting on 25 April 2014 to 24 April 2029) and to operate variety – high definition digital TV channel (Variety HD) under the "ONE” channel, which is aired under channels number 31; for watching via antenna digital TV, digital TV box or digital TV tune and under the channel number 41 for watching through a cable TV or satellite dish. This ONE channel is managed by Mr.Takonkiet.

The ONE channel firmly concentrates on provides full entertainment services such as drama series, variety shows, news, talk show, music and concerts and live sports, etc. The production style and program are various for example programs which GMM ONE TV produced themselves, content produced by the Group, to purchase copyright programs from oversea, co-production or to sell air time to outsources etc. Currently, the channel “ONE” is broadcast 24 hours a day with the rerun programs approximately 4 hours a day during the period of 01:00 am to 05:00 am on Monday to Friday which between January 3 – 16, 2015 the programs are as follows:

13 Formerly known as GMM HD DIGITAL TV COMPANY LIMITED. The company changed its name to GMM ONE TV COMPANY LIMITED on June 12, 2014. As of Jane 13, 2014, GMM ONE TV TRADING is major shareholder of GMM ONE TV, which holds 3,999,998 shares or 100% of GMM ONE TV’s total paid-up shares. 15

The opinions of IFA on the disposal of asset and the connected transaction (For the purpose of translation only)

TV Program of ONE Channel during January 3 – 16, 2015

3) Major Shareholders List of major shareholders of GMM ONE TV TRADING as of June 13, 2014 (paid-up capital of THB 400 million) and after GMM ONE TV TRADING has increased its registered capital to THB 900 million (In case the shareholders of the Company approve the partial waving of subscription right to the capital increase of ordinary shares of GMM ONE TV TRADING to Group of Mr. Takonkiet) are as follow. 16

The opinions of IFA on the disposal of asset and the connected transaction (For the purpose of translation only)

Table 2 : Major shareholders of GMM ONE TV TRADING as of June 13, 2014 and Shareholding Structure after the Transaction Shareholding before the Transaction Shareholding after the Transaction as of June 13, 2014 Name of shareholders (paid-up capital of THB 900 million) (paid-up capital of THB 400 million) Number of Shares % of Total Number of Shares % of Total 1. GMM Grammy Public Company 3,999,998 100.00 4,589,999 51.00 Limited 2. Mr. Takonkiet Viravan/ Group 1 0.00 4,410,000* 49.00 of Mr. Takonkiet 3. Ms. Boosaba Daorueng 1 0.00 1 0.00 Total 4,000,000 100.00 9,000,000 100.00 Remark * Shareholding of Group of Mr. Takonkiet in GMM ONE TV TRADING after the Company dispose the ordinary shares of GMM ONE TV TRADING held by the Company to Mr. Takonkiet and/or Group of Mr. Takonkiet, at the amount of 2,000 shares, Mr. Takonkiet shall sell 1 share (held as a founder) in GMM ONE TV TRADING to the Company and Group of Mr. Takonkiet subscribed the capital increase of ordinary shares of GMM ONE TV TRADING at the amount of 4,408,000 shares.

4) Board of Director

As of June 20, 2014, GMM ONE TV TRADING’s directors are as follow. . Table 3 : Directors of GMM ONE TV TRADING as of June 20, 2014 Name Positions 1 Mr.Krij Thomas Director 2 Mr. Takonkiet Viravan Director 3 Mr.Preemon Pinskul Director 4 Mr.Suraphon Peeraphongpipat Director Source: The Company

Directors with signing authority on behalf of the company are two directors out of three directors co- signing on the document with a company’s seal. After the transaction, GMM ONE TV TRADING will add 3 additional board members, totaling 7 board members, comprising the representatives of the Company at amount 4 members and the representatives of Group of Mr. Takonkiet at amount 3 members. Chairman of the board of the director is the representatives of the Company. Additionally, GMM ONE TV TRADING will change duly authorized directors to “one authorized director from each major shareholder of GMM ONE TV TRADING will be co-signing on the document with a company’s seal”

5) Summary of Financial Statements and Operating Performance of GMM ONE TV TRADING The following table provides a summary of financial informaon in accordance with the financial statements of GMM ONE TV TRADING and GMM ONE TV, audited and/or reviewed by EY Office Limited, for the years ended 31 December 2013 (period of 6 September 2013 to 31 December 2013) and for the 9- month period ended 30 September 2014.

Table 4 : Summary of Financial Statements and Operang Performance of GMM ONE TV TRADING for the Fiscal Year 2013 and the 9 Months Ended 30 September 2014 GMM ONE TV TRADING Company Limited Separate Balance Sheet (unit : THB million) 2013 30 Sep 14 Assets Account receivables - 25.75 Other current assets 0.74 10.06 Total current assets 0.74 35.81 Property, plant and equipment - 0.63

The opinions of IFA on the disposal of asset and the connected transaction (For the purpose of translation only)

GMM ONE TV TRADING Company Limited Separate Balance Sheet (unit : THB million) 2013 30 Sep 14 Investment in subsidiaries 50.75 400.00 Total assets 51.49 436.44 Liabilies Trade and other payables 1.03 30.58 Other current liabilies - 8.91 Total current liabilies 1.03 39.50 Total Liabilies 1.03 39.50 Shareholders’ equity Issued and fully paid 50.75 400.00 Retained earnings (deﬁcit) (0.29) (3.05) Total shareholder’s equity 50.46 396.95 Total liabilies and shareholders’ equity 51.49 436.44

GMM ONE TV TRADING Company Limited Separate Income Statement (unit : THB million) Sep – Dec 13 Jan – Sep 14 Sales of services - 23.08 Other income - 4.62 Total revenues - 27.71 Cost of producons and sales - 23.13 Selling and administrave expenses 0.29 7.11 Total expenses 0.29 30.24 Loss before ﬁnance cost (0.29) (2.54) Finance cost - 0.23 Loss for the period (0.29) (2.76)

GMM ONE TV TRADING established on 6 September 2013 that has not performed the business operations in fiscal year 2013. Later in April 2014, GMM ONE TV TRADING paid up capital to THB 400 million for investment in subsidiary (GMM ONE TV). GMM ONE TV TRADING holds 99.99% of shares in GMM ONE TV that holds a digital TV license for ONE channel which is the main asset of the business.

Table 5 : Summary of Financial Statements and Operang Performance of GMM ONE TV for the Fiscal Year 2013 and the 9 Months Ended 30 September 2014 GMM ONE TV Company Limited Consolidated Balance Sheet (unit : THB million) 2013 30 Sep 14 Assets Cash and cash equivalents 47.21 185.27 Account receivables - 62.46 Inventories - 15.16 Other current assets 0.59 88.41 Total current assets 47.80 351.30 Property, plant and equipment - 48.13 Intangible assets 151.00 3,230.33 Other non-current assets 1.00 4.52 Total non-current assets 152.00 3,282.97 Total assets 199.80 3,634.27 Liabilies Trade and other payables 151.00 706.94 Other current liabilies 0.03 32.95 Total current liabilies 151.03 739.89 Long-term loans from ﬁnancial instuons - 995.36 18

The opinions of IFA on the disposal of asset and the connected transaction (For the purpose of translation only)

GMM ONE TV Company Limited Consolidated Balance Sheet (unit : THB million) 2013 30 Sep 14 Other non-current liabilies - 1,750.81 Total non-current liabilies - 2,746.18 Total Liabilies 151.03 3,486.06 Shareholders’ equity Issued and fully paid 50.75 400.00 Retained earnings (deﬁcit) (1.98) (251.79) Total shareholder’s equity 48.77 148.21 Total liabilies and shareholders’ equity 199.80 3,634.27

GMM ONE TV Company Limited Consolidated Income Statement (unit : THB million) 2013 Jan–Sep 14 Sales of services - 49.98 Revenues from copyrights - 5.46 Other income 0.05 1.04 Total revenues 0.05 56.47 Cost of producons and sales - 192.36 Selling and administrave expenses 0.35 75.36 Total expenses 0.35 267.72 Loss before ﬁnance cost (0.30) (211.25) Finance cost (1.68) 38.56 Loss for the period (1.98) (249.81)

Explanaon and Assessment of Financial Statements and Overall Operaing Performance of GMM ONE TV Operang performance Revenue In 2013, GMM ONE TV has no revenue from operaons due to the establishment in 6 September 2013. For the ﬁrst 9 months of 2014, GMM ONE TV’s revenues totaled THB 56.47 million. Of these, revenues from sales of services accounted for THB 49.98 million, which consisted of revenues from sales of adversing in digital TV for ONE channel and lease the me for outside producers. GMM ONE TV as operaon in digital TV for ONE channel is a subsidiary company of GMM ONE TV Trading.

Cost of sales and expenses In 2013, GMM ONE TV’s selling and administrave expenses were THB 0.35 million due to non-operaon in business. For the ﬁrst 9 months of 2014, GMM ONE TV’ s cost of producons and sales were THB 192.36 million because of the amorzaon cost on digital TV spectrum license, MUX and producon cost. Selling and administrave expenses were THB 75.36 million, increased from 2013 since a beginning of business and broadcasng digital TV of ONE channel in second quarter of 2014.

Profits For the first 9 months of 2014, GMM ONE TV’s net loss was THB 249.81 million due to a beginning of investment in digital TV business and the first phase of the television transion from analog to digital. The value of advertising budget through digital TV is slow. In 2014, the advertising industry is stable from the slowdown of domesc economy and polical situaon.

Financial Statements Assets Total assets as of 31 December 2013 amounted to THB 199.80 million. Mostly are accounted ﬁxed deposit for aucon digital TV spectrum license was THB 151.00 million. As of 30 September 2014, GMM ONE TV’s total assets were THB 3,634.27 million, including intangible assets in the amount of THB 3,230.33 million for a cost of digital TV spectrum license in digital TV business from NBTC as of 25 April 2014 represenng 88.89% of total assets.

The opinions of IFA on the disposal of asset and the connected transaction (For the purpose of translation only)

Liabilies GMM ONE TV’s total liabilies as of 30 September 2014 were THB 3,486.06 million, which are consisted of cost of digital TV spectrum license in digital TV business that was not a payment due date of THB 2,384.00 million (recorded in current liabilies under the name of NBTC’s account payables of THB 634.00 million and other non-current liabilies of THB 1,750.00 million. Moreover, GMM ONE TV has loans for digital TV business of THB 995.36 million.

Shareholder’s equity GMM ONE TV’s total shareholder’s equity was THB 48.77 million and THB 148.21 million as of 31 December 2013 and 30 September 2014, repecvely due to an increase in paid up capital to THB 400 million.

6) Industry Review Detail of advertising budgets and Digital TV business which are related to business operations of GMM ONE TV are presented in enclosure 1, item 6, of this report.

1.2 Reasonableness of the transaction

1.2.1 Objective and benefit of the transaction

The partial waving of subscription right to the capital increase of ordinary shares of GMM ONE TV TRADING to Group of Mr. Takonkiet in proportion of 49% of total paid-up shares of GMM ONE TV TRADING (after GMM ONE TV TRADING has increased its capital). This transaction is the effective way to strength business partnership with Mr. Takonkiet, who is the company partner for over 24 years. Mr. Takonkiet has extensive experience and expertise in the production of television drama and Sitcom (Situation Comedy). His past work has created reputation and well-known prospective audience. To have this potential partner in the business of digital TV will enhance the ability to compete in the business and enhance the confidence of prospective clients, audiences and advertising buyers.

Currently, Mr. Takonkiet is Chief Executive Officer of GMM One Digital TV and Executive Management of ONE. With the above transactions, Mr. Takonkiet and the group is now one of shareholders of GMM ONE TV TRADING. This might be one of the ways to secure effective personnel to work for the company in long run. Additionally, Group of Mr. Takonkiet and the Company will transfer employees and assets and equipments in drama and TV programs production of Scenario and Exact14 to GMM ONE TV TRADING as agreed in the agreement between shareholders. This will enhance GMM ONE TV TRADING potential in creating quality TV program and support TV digital “ONE” of Group of GMM ONE TV TRADING to achieve the goal, both in terms of popularity with audiences (Rating) and revenue from the sale of advertising aired time. The Company evaluates the growth of TV digital “ONE” by income gained from TV business, which is the advertising media with the highest value of advertising market.

1.2.2 Advantages and disadvantages of entering into the Transaction

Advantages of entering into the transaction 1) To improve cooperation with potential and competence partners to support TV digital business The transaction is one way to help increase ability to compete in TV digital business operations of the Group. This is because knowledge, experience and recognized and accepted works of Mr. Takonkiet, who will directly become the major shareholders of GMM ONE TV TRADING and indirectly major shareholders of GMM ONE TV, which operates TV digital “ONE” in proportion of 49% after the transaction. The terms of the agreement between the shareholders given after the transaction, the Group of Mr. Takonkiet and GRAMMY will transfer employees and assets and equipments in drama and TV programs production of Scenario and Xact to GMM ONE TV TRADING (Formerly, TV programs, drama and sitcom is of the Group are carried through the Xact and Scenario). The transaction will strength the Group GMM ONE TV TRADING to be more effective in creating quality TV program quality to respond to the popularity of the target audience of the TV digital ONE Channel,

14 Currently, Scenario core business is drama production, SitCom production, TV programs production, musical theatre and concerts. Exact core business is drama production and TV programs production

The opinions of IFA on the disposal of asset and the connected transaction (For the purpose of translation only)

which will empower the competition ability of the group. The TV Digital business competition is getting more intense with many competitors both TV digital channel, which is direct competitors and satellite and cable TV business, who is indirect competitors. The transaction will expand opportunities for the TV digital ONE Channel of GMM ONE TV to potentially increase market share as well as advertising income. In case, digital TV business of GMM ONE TV TRADING is able to grow as expected, the Company who is its shareholder shall benefit from income and profit sharing from business operation of GM ONE TV TRADIGN which should be indicated in financial statements of the company although shareholding proportion is lesser.

Mr. Takonkiet has knowledge of the director and television production. He has joined the Company since 1990. Mr. Takonkiet is an innovator and creator of drama series and sitcoms (Situation Comedy) of the Group. (Produced through Scenario and Exact) to be aired on free TV and satellite TV and digital TV ONE Channel of the Company. The sample sitcom and drama series, which are well known and has been popular among targets, are “Sam Num Sam Moom" (aired in 1991 - 1998) and drama series after the evening news on Channel 5 (aired 1992 - present). Currently, Mr. Takonkiet is management executive of digital TV ONE Channel. Referring to the TV rating poll done by AGB Nielsen Media Research (Thailand) Limited, found that after the trial aired period of digital TV in April 2014, digital TV ONE Channel has increased in rating steadily. And, referring to Free TV and digital TV rating poll from sample of audiences across the country in November 2014, digital TV ONE Channel, has been in the top 14 (including broadcast TV and digital TV channels). Table : The poll of viewer rating of TV channel in November 2014 Ranking Digital TV Channel 1 CH 7 2 CH 3 3 WORKPOINT TV 4 CH 9 5 CH 5 6 CH 8 7 ThaiPBS 8 MONO 29 9 THAIRATH TV 10 NBT (CH 11) 11 True4U 12 ONE 13 NATION/ ThaiTV Source : AGB Nielsen Media Research (Thailand) Limited 14 NewTV/ TNN

2) Retaining qualified employees with the Company in long-term. After the transaction, the Group of Mr. Takonkiet is the direct shareholders of GMM ONE TV TRADING and indirect major shareholders of GMM ONE TV in proportion of 49% (through holding shares in GMM ONE TV TRADING). Currently, Mr. Takonkiet is Chief Executive Officer of GMM One Digital TV and Executive Management of ONE Channel. This might be one of the ways to secure effective personnel to work for the company in long run. This will support TV digital ONE Channel of GMM ONE TV to achieve the goal, both in terms of popularity with audiences (Rating) and revenue from the sale of advertising aired time. The growth of digital TV ONE Channel will support the Company to earn more revenue from digital TV business. (In July 2014 – December 2014, GMM ONE TV generated revenue from digital TV ONE Channel approximately THB 102.70 million). TV digital is source of advertising spending which is expected to increase significantly in the future. After the country has begun the transition of television broadcasting from analog to digital since April 2014, the Media Agency Association of Thailand ("MAAT") predicted that in 2014 the value of digital TV advertising will be approximately THB 4,900 million, which represents 3.60 %of total advertising spending.

The opinions of IFA on the disposal of asset and the connected transaction (For the purpose of translation only)

3) Reduce the obligation in funding investments for digital TV in the future The Company partially waives subscription right to the capital increase of ordinary shares of GMM ONE TV TRADING to of 4,408,000 shares at a par value of THB 100 per share, which equalized to THB 440,800,000 to Group of Mr. Takonkiet. This transaction will reduce the obligation of the Company in funding financial investment of GMM ONE TV TRADING in the future. GMM ONE TV TRADING is required to increase its capital to be partial funding for GMM ONE TV (who is the authorized license holder to use television frequency allocation under general high definition integrated services digital) to pay for the license and/or working capital of the business and/or expansion of investment to produce quality TV program to respond to the requirement of the target audience. The funding will support digital TV ONE Channel to maintain its popularity and to compete with increasing number of competitors. The increase of popularity of the audience is major factor that will allow ONE digital TV channels to be selected by commercial product owners or advertising agents, which will further increase income from advertising aired time as target.

The Company's subsidiaries, one of which won a license to use the spectrum to provide digital TV general standard definition (SD Variety) at THB 2,290 million, namely GMM SD Digital TV Co., Ltd which operates GMM Channel. GMM Channel is aired under channels number 31; for watching via antenna digital TV, digital TV box or digital TV tune and under the channel number 41 for watching through a cable TV or satellite dish. GMM Channel concentrates on provides all variety TV programs such as drama series, variety shows, news, talk show, music and concerts and sports under the slogan “Sanook took wun, yoo duay gun took wela” . GMM Channel is managed by Mrs. Saithip Montrikul Na Audhaya.

4) Reduce the risk of investing in digital TV. After the transaction, the company will reduce its shares of GMM ONE TV TRADING and GMM ONVE TV to 51%. This will in return reduce risk of business operation and investment of digital TV ONE channel as well. The risks that may impact the achievement of the target are:

. Aggressive business competition Since there are other operators who have also received Licenses in Variety Category (High Definition) for 6 channels, some of which are operators with experience, well known popularity, widely accepted performance, and also readiness in capital, human resources, equipments, and content for the program production as same as the Group such as BEC-Multimedia Company Limited (Channel 3), Bangkok Broadcasting & TV Co., Ltd. (Channel 7), MCOT Public Company Limited (Channel 9), Amarin Television Company Limited. This may affect the popularity and regular audience base for digital television channels of the Group (not including competition from indirect competitors including operators who receive license in Variety Category (Standard Definition) and operators of cable TV and satellite TV with similar program content to television programs of ONE Channel). The auction winners for License in Variety Category (High Definition) and License in Variety Category (Standard Definition) is listed as follows:

Table 6 : List of auction winners for License in Variety Category (High Definition) and License in Variety Category (Standard Definition) Variety Category Bid Price Variety Category Bid Price

(High Definition) (THB Million) (Standard Definition) (THB Million) 1 BEC-Multimedia Company Limited 3,530.00 Thai Broadcasting Company Limited 2,355.00 (3 HD Channel) (WORKPOINT TV Channel) 2 Bangkok Broadcasting & Television 3,460.00 True DTT Company Limited 2,315.00 Company Limited (PPTV Channel) (True4U Channel) 3 Bangkok Broadcasting & TV Co., Ltd. 3,370.00 GMM SD Digital TV Company Limited 2,290.00 (Channel 7) (GMM Channel Channel) 4 Triple v Broadcasting Limited 3,360.00 BEC-Multimedia Company Limited 2,275.00 (Thairath TV Channel) (3 SD Channel) 5 MCOT Public Company Limited 3,340.00 RS Television Company Limited 2,265.00 (Channel 9) (Channel 8) 6 Amarin Television Company Limited 3,320.00 Mono Broadcase Company Limited 2,250.00 (Amarin TV Channel) (Mono Channel) 22

The opinions of IFA on the disposal of asset and the connected transaction (For the purpose of translation only)

Variety Category Bid Price Variety Category Bid Price

(High Definition) (THB Million) (Standard Definition) (THB Million) 7 GMM ONE TV COMPANY LIMITED 3,320.00 Bangkok Business Broadcasting 2,200.00 (ONE Channel) Company Limited (Now Channel) Source: NBTC

. Concentration of advertisement budget in television channels of current operators Since in the beginning phase of digital television channel broadcast which will be broadcasted along with the current free television channels, thus the advertisement budget for television media may concentrate on current free television channels which have high popularity such as channel 3, channel 7, channel 9. In addition, the advertisement rates for digital television channels may not be as expected because there may be price competition for advertisement customers from both current free television channels and other digital television channels.

. Limitations on accessibility to audience In the beginning phase of the transition of television system from analog to digital, network operators require a period of approximately 4 years (2014-2017) to install Digital Television Network for viewers over the country. The viewers who wish to view digital television channels and are not members of cable or satellite TV (viewers who are members of cable or satellite TV can immediately view digital television channels in accordance to the Must Carry Rule) are required to install digital set-top box or use television with built-in digital set-top box (which NBTC will support by providing discount coupons for purchasing digital set-top box in the value of THB 690 per household to all 22 millions households in Thailand in which the coupons will be gradually distributed to households in the areas where Digital Television Network are already installed). These limitations to access digital television will cause some audience to continue viewing the current free television channels which will consequently result in the operating results of digital television channels in the beginning phase not achieving expected targets.

Disadvantages and Risk of Entering into the Transaction 1) Loses opportunity to earn some of return on investment in digital TV ONE channel. After the transaction, the Company will reduce its shares to only 51% from 100% previously. In the case of digital TV ONE Channel's performance is able to grow as planned with profit from the business operation, with this transaction, the Company shall reduce the profit portion of GMM ONE TV TRADING.

2) Risk in case the condition precedent of the transaction is unsuccessful In case the Extraordinary General Meeting of Shareholders No. 1/2558 disapproves the transaction, the Company is not able to implement into such transactions as well as loss expenses related to the transaction, which includes the cost of publication of the Notice of Meeting and the Extraordinary General Meeting of shareholders to approve the transaction, cost of hiring a financial advisor and other costs

1.2.3 Advantages and disadvantages between entering into the Transaction with connected persons and third parties

The executives’ interview stated that after the Group successfully gets the bidding license to use the spectrum for digital TV services at national level categorized under general high definition (HD Variety) and categorized under normal definition (Variety SD), the executives of the Company wants to find a potential partners and/or to have advantage in various aspects to support and enhance their ability to compete in the digital TV business of the Company. In the past, the Company was approached by investors and media entrepreneurs from both local and other countries within Asia region. However, each of these investors and entrepreneurs have various limitation such as content of program is inconsistent with the concept or prospective customers of the digital TV channel of the company. While comparing to a Group of Mr. Takonkiet, who has experience in working closely with the Company for such a long time, also the previous drama series and TV programs of Group of Mr. Takonkiet has created reputation and revenue for the Company. Additionally, for this transaction, Group of Mr. Takonkiet agreed to define measure, to reduce the risk of competition among the business of Group of Mr. Takonkiet (including Scenario, which produces drama series and TV programs) and the business of the Group of GMM ONE TV TRADING in the future. After the

The opinions of IFA on the disposal of asset and the connected transaction (For the purpose of translation only) transaction, Group of Mr. Takonkiet will transfer employees and dispose assets and equipments of drama and TV programs production of Scenario to GMM ONE TV TRADING. Finally, the drama and TV programs which are aired on free TV, satellite TV and TV Digital “ONE” will be solely managed by GMM ONE TV TRADING. (Scenario will carry on operating the business which does not compete with the Group of GMM ONE TV TRADING such as musical theater and concert). Therefore, the transaction with related party to the company is presently considered at most beneficial to the Company.

1.3 Fairness of the Transaction Price and Conditions

1.3.1 Fairness of the Transaction Price

To evaluate the appropriateness of the price of this Transaction, the IFA performed a valuation on the fair value of GMM One TV Trading based on the financial statements of GMM One TV, which is a 99.99% subsidiary of GMM One TV Trading as GMM One TV Trading does not have consolidated financial statements. Additionally, the main business of GMM One TV Trading is to invest in TV digital business through its investment in GMM One TV, the holder of digital TV license (the main assets of GMM One TV Trading as of September 30, 2014 comprised of investment in GMM One TV at THB 400.00 million, accounted for 91.65% of total assets and the remaining assets which are account receivables and cash, accounted for 7.74%). The IFA calculated the fair value of GMM ONE TV’s shares by employing 3 financial valuation approaches as follows: 1) Book Value Approach 2) Price to Book Value Ratio Approach 3) Discounted Cash Flow Approach

The IFA doesn’t apply the Adjusted Book Value Approach in the financial valuation because the main asset is the cost of the variety HD digital TV license, held by GMM One TV at the book value of THB 3,230.33 million, representing 88.89% of total assets of GMM One TV. The company began to operate such business in May 2014 so it is still in an early phase and currently incurs operating loss.Furthermore, Property and equipment were THB 48.13 million which have been recently used in 2014, thus, there was no revaluation of assets during the period as the value of those assets should not change significantly. Additionally, based on the notes to financial statements of GMM One TV Trading and GMM One TV as of December 31, 2013, there is no information stated about the contingent liabilities of the Company outside those incurred in normal business activities such as legal cases that might significantly impact the financial statements of the Company. The IFA views that the value of major assets and liabilities of the company are not deviated significantly from thier book values recorded in the company’s financial statements at present, and thus did not conduct share valuation using this valuation approach.

In addition, the IFA did not use other valuation approaches such as Price to Earnings Ratio Approach and Dividend Discount Model because GMM ONE TV TRADING had just established as at September 6, 2013 and had generated net loss from its operation (from September 6, 2013 to the third quarter of 2014, total sum of net loss was THB 251.79 million). Thus, the IFA is unable to perform the share valuation by using the valuation approaches.

Details of each share valuation approach are shown as follows:

1) Book Value Approach

The Book Value Approach evaluates the value of shareholders’ equity at a certain point of time as shown in the financial statement of the Company. In this case, the IFA used GMM ONE TV’s reviewed financial statement for the 9 month period ended September 30, 2014. The details are as follows.

Table 7: Book Value Approach of shareholders’ equity as of September 30, 2014 Items Amount (THB ‘000) Issued and Paid-up Capital 400,000.00 ADD: Retained earnings (251,787.56) Total equity as of September 30, 2014 148,212.44

The opinions of IFA on the disposal of asset and the connected transaction (For the purpose of translation only)

Items Amount (THB ‘000) Number of issued and paid-up shares (‘000) – par value at THB 100.00 each 4,000.00 Book value per share as of September 30, 2014 (THB per share) 37.05

Based on the table above, the fair value of GMM ONE TV’s share as of September 30, 2014 is THB 37.05 per share according to book value approach which is lower than the transaction price at THB 100.00 per share by 62.95%.

2) Price to Book Value Ratio Approach

Price to Book Value Ratio Approach determines the fair value of GMM ONE TV share by using market ratios of comparable listed companies that operate similar business to GMM ONE TV with the underlying assumption that financial ratios of companies within the same industry should possess comparable characteristics.

Therefore, The IFA selected listed companies which is the authorized license holder to use television frequency allocation under general high definition integrated services digital, since GMM ONE TV, the 99.99% subsidiaries held by GMM ONE TV TRADING, was the winner for the auction of the High Definition (HD) Terrestrial Digital TV Variety Channel, National Business Service Type, at the bid price of THB 3,320 million. Thus, the IFA selected listed companies which are the authorized license holder to use television frequency allocation under general high definition integrated services digital to reflect similar business characteristics to GMM ONE TV. The listed companies are as follow.

Table 8: List of comparable listed companies which operate similar business to GMM ONE TV List of companies Symbol Business characteristics 1. Amarin Printing and AMARIN The main businesses are printing and publishing (magazine and book) Publishing Public Company including Digital TV business. Amarin Television Co., Ltd., a 99.99% Limited subsidiary held by AMARIN, was the winner for the auction of the High Definition (HD) Terrestrial Digital TV Variety Channel, at the bid price of THB 3,320 million 2. BEC World Public BEC The main businesses are: 1) Broadcasting and media business including Company Limited television broadcasting 2) Programs sourcing production. BEC- Multimedia Co., Ltd., a 99.99% subsidiary held by BEC, was the winners for the auction of the High Definition (HD) Terrestrial Digital TV Variety Channel, at the bid price of THB 3,530 million, the Standard Definition (SD) Terrestrial Digital TV Variety Channel, at the bid price of THB 2,275 million, and the Standard Definition (SD) Terrestrial Digital TV for Kids and Family Channel, at the bid price of THB 666 million. 3. MCOT Public Company MCOT MCOT operates various mass media businesses such as Modernine TV Limited Station, MCOT radio stations and The Thai News Agency with subsidiaries involving in the business of television program, documentary production and all types of entertainment business. MCOT was the winners for the auction of the High Definition (HD) Terrestrial Digital TV Variety Channel, at the bid price of THB 3,340 million and the Standard Definition (SD) Terrestrial Digital TV for Kids and Family Channel, at the bid price of THB 660 million. 4. MONO Technology Public MONO The main businesses are Media and Content Businesses consisting of Company Limited mobile, Internet, publishing and TV businesses and Entertainment Businesses consisting of music and movie businesses. Mono Broadcast Co., Ltd., a 99.99% subsidiary indirectly held by MONO, was the winner for the auction of the Standard Definition (SD) Terrestrial Digital TV Variety Channel, at the bid price of THB 2,250 million. 5. Nation Broadcasting NBC Production of TV programs and radio programs and providing, news and Corporation Public advertisements through TV media, radio media and new media forms. Company Limited NBC Next Vision Co., Ltd., a 99.99% subsidiary held by NBC, was the winner for the auction of the Standard Definition (SD) Terrestrial Digital TV News Channel, at the bid price of THB 1,338 million. 6. Nation Multimedia Group NMG The main businesses are the publishing and distribution of newspapers, Public Company Limited providing advertising and news services through different media such as 25

The opinions of IFA on the disposal of asset and the connected transaction (For the purpose of translation only)

List of companies Symbol Business characteristics TV, radio, and modern media. Bangkok Business Broadcasting Co., Ltd., a 99.99% subsidiary indirectly held by NMG, was the winner for the auction of the Standard Definition (SD) Terrestrial Digital TV Variety Channel, at the bid price of THB 2,200 million. 7. RS Public Company RS The Company operates entertainment business with complete Limited coverage of the entertainment content such as music, showbiz, television and radio. RS Television Co., Ltd., a 99.99% subsidiary held by RS, was the winner for the auction of the Standard Definition (SD) Terrestrial Digital TV Variety Channel, at the bid price of THB 2,265 million. 8. Solution Corner (1998) SLC The Company mainly engages in providing Information Technology Public Company Limited service. Spring News Television Co., Ltd., a 99.99% subsidiary indirectly held by SLC, was the winner for the auction of the Standard Definition (SD) Terrestrial Digital TV News Channel, at the bid price of THB 1,318 million. 9. True Corporation Public TRUE TRUE operates 3 main businesses which are 1) Online business (fixed- Company Limited line phone and value-added services, business data services, Internet and Broadband Internet services) 2) Cellular business (operating 2G as well as 3G and 4G LTE services) 3) Pay TV business under TrueVisions. True DTT Co., Ltd., a 99.99% subsidiary indirectly held by TRUE, was the winner for the auction of the Standard Definition (SD) Terrestrial Digital TV Variety Channel, at the bid price of THB 2,315 million where as Thai News Network (TNN) Co., Ltd., a 99.99% subsidiary indirectly held by TRUE, was the winner for the auction of the Standard Definition (SD) Terrestrial Digital TV News Channel, at the bid price of THB 1,316 million. 10. Workpoint WORK WORK operates the main business of producing television program and Entertainment Public purchasing air time from television station to broadcast its program and Company Limited to sell advertising time. Thai Broadcasting Co., Ltd., a 99.99% subsidiary held by WORK, was the winner for the auction of the Standard Definition (SD) Terrestrial Digital TV Variety Channel, at the bid price of THB 2,355 million. Source : 2013 Annual registration statement (Form 56-1)

Based on the Price to Book Ratio Approach, the IFA determined the cut-off date for the calculation of average historical P/BV to be on December 24, 2014 which is the last date before the Company’s Board of Directors has passed the resolution to approve the Transaction. In this regards, the IFA calculated the historical 15 – 360 business days average P/BV for comparable companies which can be summarized as follow.

Table 9: Average historical P/BV of comparable companies Comparable Historical Period (Business Days) companies 15 days 30 days 60 days 90 days 180 days 240 days 360 days AMARIN 1.24 1.21 1.24 1.26 1.41 1.54 1.73 BEC 13.88 13.55 12.36 11.89 12.50 12.55 13.22 MCOT 1.62 1.69 1.80 1.95 2.13 2.24 2.49 MONO 3.88 3.88 3.97 4.13 3.82 3.78 3.99 NBC 1.66 1.51 1.39 1.36 1.36 1.38 2.31 NMG 1.85 1.69 1.62 1.60 1.46 1.39 1.55 RS 9.80 7.96 6.61 6.12 5.65 5.45 5.43 SLC 3.22 3.74 3.75 2.87 2.53 2.71 3.32 TRUE 4.34 9.67 27.01 31.78 25.97 25.17 21.84 WORK 6.76 6.52 6.00 5.69 5.35 5.06 5.32 Average P/BV 3.75 3.53 3.30 3.12 2.96 2.95 3.27 Source: Information as of December 24, 2014 from www.setsmart.com Remark : - Excluding average P/BV of comparable listed companies above 10 times, considering as outliers as they are much higher than the average ratios of other comparable listed companies that they may significantly affect the valuation of the Company’s shares (average P/BV of BEC and TRUE). 26

The opinions of IFA on the disposal of asset and the connected transaction (For the purpose of translation only)

The IFA multiplied the average historical P/BV shown in the table with the book value per share of GMM ONE TV to derive fair price, based on the book value of shareholders’ equity as of September 30, 2014 at THB 37.05 per share. The details of GMM ONE TV share valuation using the Price to Book Value Ratio Approach are presented as follow.

Table 10: GMM ONE TV share valuation using average historical P/BV Average P/BV Book Value Per Share Fair Value Historical Period (Business Days) Times (THB per share) (THB per share) (1) (2) (3) = (1) x (2) 15 business days 3.75 139.02 30 business days 3.53 130.62 60 business days 3.30 122.14 90 business days 3.12 37.05 115.65 180 business days 2.96 109.81 240 business days 2.95 109.12 360 business days 3.27 120.99 Fair value of GMM ONE TV share (THB per share) 109.12 – 139.02

Based on the calculation above, the fair value of GMM ONE TV share according to P/BV approach ranges between THB 109.12 – 139.02 per share which is higher than the transaction price at THB 100.00 per share by 9.12% – 39.02%.

3) Discounted Cash Flow Approach

Discounted Cash Flow Approach is the valuation approach that considers the ability of the company to generate cash flows in the future. Under this approach, the free cash flow to firm that GMM One TV Trading expects to earn will be discounted with the weighted average cost of capital (WACC) to find the net present value of GMM One TV Trading, taking into consideration all of the businesses that GMM One TV Trading will operate after the transaction. In this regard, the IFA conducted financial projections in accordance to projections by the Company’s management in which the IFA considered the possibility of the assumption for financial projections received from the management. The IFA also conducted management interviews regarding policies related to this investment and adjusted some of the hypotheses to reflect market condition, industry competition, and overall economic condition, all of which are done under Conservative Basis.

The IFA conducted financial projections of 15 years, which equal the age of the the licenses to use allocated frequencies for national commercial digital television services which is from April 2014 - March 2028, taken into consideration of the economic condition and information that can be collected during the research. Therefore, if these factors are changed, they can impact the opinions of the IFA which may change in accordance. The IFA evaluates the fair value of GMM ONE TV TRADING which includes the value of Digital TV License based on the expected net cash inflows to be obtained by GMM ONE TV TRADING from its future business operations, taking into consideration its revenues, costs, expenses, sources of funding and payment of Digital TV License as well as other investments.

Details of the assumption for projection are as follows.

1. Revenue

1.1. Revenue from ONE channel which is the main cash flow of GMM One TV Trading The major revenue of the channel is revenue from advertisement. The IFA estimated revenue from advertisement by multiplying advertising minutes with advertising rates with details as follows. 1.1.1. Minutes of advertisement This is according to the average time for advertisement specified by law which is a maximum of 10 minutes per hour (according to the regulation, the Company could earn advertising and operating revenue not exceeding twelve and a half minutes per hour. When combining all advertising and operating time in the entire must be on average not exceeding ten minutes per hour). Also, we have taken into consideration the occupancy rate based on program plan according to the projections from management.

The opinions of IFA on the disposal of asset and the connected transaction (For the purpose of translation only)

1.1.2. Advertising rates the IFA estimated the advertising rates based on the current advertising rates of the channel together with the forecasted advertising rates in the future from the management, advertising sales plan of the channel and the current advertising rates of other TV programs currently broadcasted in analog TV channels. The higher growth of advertising rates at the earlier phase of the projection is forecasted since Digital TV is able to reach higher number of viewers across the country together with the allocation of higher amount of advertising budgets from satellite TV into Digital TV by advertising agencies. This is because the advertising rates on Digital TV are comparable to those of Satellite TV while broadcasting on Digital TV will reach overall more viewers. Thus, the advertising rate in 2016 has a potential to increase significantly from its base rate in 2015, which is the first full year of advertising sales in Digital TV (after the official on air in April – May 2014). From 2017 – 2020, the IFA forecasted that the advertising rate will continue to grow but at a slower pace comparing to 2016. This is based the management’s forecast together with other supporting factors such as the coming expiration period of Analog TV License that will result in an allocation of more advertising budget into Digital TV. From 2021 onwards, the IFA forecasted a long-term growth rate of 5.00% in accordance with the management’s forecast as the industry moves forward to a constant growth phase after its high growth transitional phase from Analog to Digital TV. Moreover, the competitiveness among other operators, altogether of 24 channels and another 10 public channels to be soon in operation (not to mention the satellite TV and other forms of new media that continue to attract business owners to use them as advertising means) is anticipated.

1.2. Revenue from production of TV program for Analog Channel This is mostly revenue from the production of TV programs by Exact and Scenario for broadcasting in Analog TV channels (channel 3 channel 5 and channel 9) at present. However, since this revenue stream is uncertain, depending on the ability to secure the renewal of contract in the future, together with the fact that it is currently a transitional period from Analog to Digital TV. Thus, the management of the Company will emphasize on the production of TV Programs for broadcasting in ONE channel, which will help strengthening the program format and content that will increase the competitive advantage of the company overall as well as its revenue generating capability. Therefore, the IFA forecasted this revenue only for 2015 which is based on the budget and projection of management.

Table 11 : Assumption for Revenue Projection Unit: THB million 2015 2016 2017 2018 2019 2020 2021 2022 Occupancy rate of 65% 75% 85% 85% 85% 85% 85% 85% advertising Average advertising rate N/A 50% 30% 30% 10% 10% 5% 5% Revenue from ONE 1,252.68 2,174.04 3,194.33 4,152.63 4,567.90 5,038.45 5,275.92 5,539.72 channel Revenue from production 1,316.74 ------of TV program for Analog channel Other income 43.20 47.52 52.27 57.50 63.25 66.41 69.73 73.22 Total revenue (THB 2,612.62 2,221.56 3,246.61 4,210.13 4,631.15 5,104.87 5,345.65 5,612.94 million)

Jan - Apr Unit: THB million 2023 2024 2025 2026 2027 2028 2029 Occupancy rate of 85% 85% 85% 85% 85% 85% 85% advertising Average advertising rate 5% 5% 5% 5% 5% 5% 5% Revenue from ONE 5,816.70 6,124.27 6,412.92 6,733.56 7,070.24 7,444.09 2,562.72 channel Revenue from production ------of TV program for Analog channel

The opinions of IFA on the disposal of asset and the connected transaction (For the purpose of translation only)

Jan - Apr Unit: THB million 2023 2024 2025 2026 2027 2028 2029 Other income 76.88 80.72 84.76 89.00 93.45 98.12 33.78 Total revenue (THB 5,893.58 6,205.00 6,497.68 6,822.56 7,163.69 7,542.21 2,596.50 million)

2. Cost of sales Cost of sales mainly comprise of production costs, cost of license fee amortization, employee salary and benefits, network service fee, annual fee for Licenses, depreciation costs, and other costs in which the IFA estimated the main costs as follows.

2.1 Operating cost of ONE Channel . Production costs are estimated based on the management projection and the Company’s production plan of TV programs during 2015 – 2016. Furthermore, in 2017 – 2018, the IFA forecasted the growth rate for the cost at 20% and 10%. The reason for higher growth during 2015 – 2018 is because it is an early phase of TV Digital. From 2019 onwards, the growth rate is forecasted at 5.00% per year. . Cost of license fee amortization with amortization period of 15 years equal to the age of License. . Employee salary and benefits In 2014, the IFA forecasted such expenses based on the actual expenses incurred in January – September 2014 and the management’s budget for all year 2014. From 2015 – 2016, the Company’s management forecasted the growth rate based on higher number of personnel, average salary increase and the company’s plan for the channel. From 2017 onwards, the growth rate is forecasted at 5% per year based on estimated average salary increase by the Company’s management. . Network service fee according to actual costs that the Company has agreement with network provider with estimated growth rate of 3% every three years according to the estimation of management. . Annual fee for Licenses at 4% of total advertising revenue of GMM ONE TV which is separated into 2% for annual license fee and 2% for annuity for Research and Development of Broadcasting and Telecommunications fund for public Interest. On September 22, 2014, The Office of the National Broadcasting and Telecommunications Commission (NBTC) approved in principle the supporting measure of the transition from Analog into Digital TV by reducing the annual license fee (2%) to be paid by operators for the period not longer than 5 years. This measure is subject to further discussions of NBTC’s subcommittee legal advisors and related authorities in details to ensure that it will not be against any related laws. In this regards, the management of the company strongly believes that the fee reduction measure will be implemented in 2015. Nonetheless, the period of such implementation after 2015 is still uncertain. As a result, the IFA forecasted the annual license fee in 2015 at 2.00% and from 2016 onwards at 4.00%.

2.2 Production cost of TV programs for Analog TV is forecasted based on the company’s budget and forecast

Table 12 : Assumption for Cost of Sales Projections Unit: THB million 2015 2016 2017 2018 2019 2020 2021 2022 Production cost, salary 1,474.80 1,746.54 2,056.45 2,248.31 2,360.72 2,478.76 2,602.70 2,732.83 and employee benefits Digital TV license cost 246.39 308.29 349.11 387.44 404.05 422.87 432.37 442.92 and annual fee Network service fee 203.00 211.74 211.74 218.09 218.09 218.09 224.63 224.63 Depreciation 39.74 44.10 44.00 44.04 37.36 19.75 16.00 19.75 Total cost of ONE 1,963.93 2,310.67 2,661.29 2,897.88 3,020.23 3,139.47 3,275.70 3,420.14 channel Production cost of TV 898.20 ------programs for Analog TV Total cost of sales 2,862.13 2,310.67 2,661.29 2,897.88 3,020.23 3,139.47 3,275.70 3,420.14

Jan - Apr Unit: THB million 2023 2024 2025 2026 2027 2028 2029 Production cost, salary 2,869.47 3,012.95 3,163.60 3,321.77 3,487.86 3,662.26 1,260.78 and employee benefits 29

The opinions of IFA on the disposal of asset and the connected transaction (For the purpose of translation only)

Jan - Apr Unit: THB million 2023 2024 2025 2026 2027 2028 2029 Digital TV license cost 454.00 466.30 477.85 490.68 504.14 519.10 171.54 and annual fee Network service fee 224.63 231.37 231.37 231.37 238.32 238.32 78.14 Depreciation 16.00 19.75 16.00 19.75 16.00 19.75 12.76 Total cost of ONE 3,564.11 3,730.37 3,888.82 4,063.57 4,246.32 4,439.42 1,523.21 channel Production cost of TV ------programs for Analog TV Total cost of sales 3,564.11 3,730.37 3,888.82 4,063.57 4,246.32 4,439.42 1,523.21

3. Selling and Administrative Expenses Selling and administrative (SG&A) expenses comprise sales commission, selling and marketing expenses, and rental and office expenses. The IFA forecasted SG&A expenses for 2015 based on the actual expenses incurred during January – September 2014, management’s forecast for 2014, the company’s budget in 2015 and the operating plan of GMM One TV in the future. From 2016 onwards, the 5% growth rate is applied to those key expenses. For selling and marketing expenses and sales commission, the IFA forecasted at 21.5% of advertising revenue in 2015 and at 15% of advertising revenue from 2016 onwards. For SG&A expenses related to productions of programs for Analog TV in 2015, the IFA forecasted based on the budget and forecast of the company’s management.

Table 13 : Assumption for Selling and Administrative Expenses Projections Unit: THB million 2015 2016 2017 2018 2019 2020 2021 2022 Selling and marketing 269.10 326.11 479.15 622.90 685.18 755.77 791.39 830.96 expenses, sales commission Rental, office and other 85.74 86.89 87.75 86.75 87.49 88.06 92.47 97.09 expenses Total expenses of ONE 354.84 413.00 566.90 709.64 772.67 843.83 883.85 928.05 channel SG&A expenses related to productions of programs for 139.22 ------Analog TV Total expenses 494.07 413.00 566.90 709.64 772.67 843.83 883.85 928.05

Jan - Apr Unit: THB million 2023 2024 2025 2026 2027 2028 2029 Selling and marketing 872.51 918.64 961.94 1,010.03 1,060.54 1,116.61 384.41 expenses, sales commission Rental, office and other expenses 101.94 107.04 112.39 118.01 123.91 130.11 44.79 Total expenses of ONE 974.45 1,025.68 1,074.33 1,128.05 1,184.45 1,246.72 429.20 channel SG&A expenses related to productions of programs for ------Analog TV Total expenses 974.45 1,025.68 1,074.33 1,128.05 1,184.45 1,246.72 429.20

4. Source of funds for the project As of September 2014, GMM One TV Trading had a total paid-up capital of THB 400.00 million and plans to raise new capital by THB 500 million in 2015. From 2016 – 2017, the IFA forecasted that there will be another rounds of fund raising of THB 300 million for the increase of capital in GMM ONE TV to be used in the payment of Digital TV License annually, investment in assets and as working capital for the business operation. This will also help maintaining the debt to equity ratio of the Company to be in compliance with the covenants stipulated in the Loan Contract. As a result of such capital increase, GMM One TV Trading will have a paid-up capital of THB 900.00 million in 2015, THB 1,200 million in 2016 and THB 1,500 million in 2017. Moreover, the company will have additional loans each year from financial institution at Minimum Loan Rate (MLR) minus the fixed rate as indicated in the Loan Contract. 30

The opinions of IFA on the disposal of asset and the connected transaction (For the purpose of translation only)

5. Investment capital

According to the Company’s plan, the Company expects to use the funds to invest in the improvement of studio, production equipment and office equipment each year as follows:

Table 14 : Investment capital Unit: THB million 2015 2016 2017 2018 2019 2020 2021 2022 Investment 93.76 17.28 10.00 21.25 16.21 25.75 10.54 21.25

Jan - Apr Unit: THB million 2023 2024 2025 2026 2027 2028 2029 Investment 10.00 27.46 14.50 21.78 10.00 21.25 16.21

In 2015, the company expects to invest in the improvement of studio and purchase some additional equipment for its operation at approximately THB 93.76 million, which mainly comprises investment in studio and on-air equipment of THB 78.65 million. From 2016 onward, the investment is mainly made to replace the existing assets without any major investment in additional studio or key equipment.

For the payment of Digital TV license cost, it is forecasted based on the regulations of NBTC which shown in details as follows:

Table 15: Payment of Digital TV License Cost Unit: THB million 2014 2015* 2016 2017 2018 2019 2020 Minimum payment 755 - 453 151 151 - - Portion above the minimum 181 - 181 362 362 362 362 payment Total payment 936 - 634 513 513 362 362 Remark * On September 22, 2014, The Office of the National Broadcasting and Telecommunications Commission (NBTC) approved in principle the supporting measure of the transition from Analog into Digital TV and will propose the discussions with the Ministry of Commerce to postpone the second payment of Digital TV License Cost for another one year. The management strongly believes that such measure will be implemented.

6. Discount Rate IFA used Weighted Average Cost of Capital (WACC) of GMM ONE TV as discount rate to calculate present value of cash flows in which the WACC is based on the formula as follow.

WACC = Ke*[E/(D+E)] + Kd*(1 - t)*[D/(D+E)]

Nonetheless, in order to calculate the WACC, the cost of equity (Ke) must be obtained from Capital Asset Pricing Model (CAPM) based on the formula as follow.

Ke = Rf +  (Rm – Rf)

Whereas, Rf = Risk-free interest rate which the IFA considered from 14-year government bond yield of 3.28% per annum as at December 24, 2014 which was the date that IFA has prepared this report (source: www.thaibma.or.th).  = Beta coefficient of variation of ordinary shares which the IFA considered this value from the past 3 years of SET listed companies which have revenue from operations mainly in television including television channel operation and television program production as follow.

The opinions of IFA on the disposal of asset and the connected transaction (For the purpose of translation only)

Table 16: List of comparable companies to calculate Beta value List of comparable companies Quote 1. Amarin Printing and Publishing Public Company Limited AMARIN 2. BEC World Public Company Limited BEC 3. MCOT Public Company Limited MCOT 4. MONO Technology Public Company Limited MONO 5. Nation Broadcasting Corporation Public Company Limited NBC 6. Nation Multimedia Group Public Company Limited NMG 7. RS Public Company Limited RS 8. Solution Corner (1998) Public Company Limited SLC 9. True Corporation Public Company Limited TRUE 10. Workpoint Entertainment Public Company Limited WORK

Afterwards, the IFA adjusted the impact from debt creation by taking out capital structure of the comparable companies using the formula, [Unleverage Beta = Leverage Beta / (1+(1-tax) x (D/E)comparable companies]. Unleverage Beta is then achieved in which capital structure of GMM ONE TV will be inserted with the formula, [Leverage Beta = Unleverage Beta x (1+(1-tax) x (D/E)GMM ONE T V] to finally obtain beta value of 2.418. Rm = The market return in which the IFA considered from average change in SET index over the past 35 years from 1980 – 2014 which equals to 13.75% (source: www.set.or.th and calculation of the IFA).

Details of the calculation for Ke is shown in the table below.

Table 17 : Calculation of the Cost of Equity Factors Assumptions Risk-free Rate (1) 3.28% Risk Premium (Rm – Rf) (2) 10.47%  (3) 2.418 Cost of Equity or Ke (4) = (1) + [(3)*(2)] 28.60%

The cost of equity (Ke) obtained from the calsulation shown in the above Table is 28.60%. Then, Ke is applied in the calculation of WAC in which the IFA obtains the value of 14.20%. The details of calculation are presented in the following table.

Ke = Cost of equity based on Capital Asset Pricing Model (CAPM), equals to 28.60% as shown in above table. Kd = Cost of interest-bearing debt is 5.75%. t = Corporate tax rate of TCH equal to 20.00%. D/(D+E) = Target debt ratio of GMM ONE TV

Table 18: Calculation of weight average cost of capital Factors Assumptions Cost of Equity or Ke (1) 28.60% Cost of Debt or Kd (2) 5.75% D/(D+E) (3) 0.60 Corporate income tax or t (4) 20.00% WACC or Discount Rate (5) = {(1)*[1-(3)]} + {(2)*[1-(4)]*(3)} 14.20%

Table 19: Summary of Projected free cash flow Unit: THB million 2015 2016 2017 2018 2019 2020 2021 2022 Total revenue 2,612.62 2,221.56 3,246.61 4,210.13 4,631.15 5,104.87 5,345.65 5,612.94 Costs and expenses 3,356.19 2,723.67 3,228.20 3,607.52 3,792.90 3,983.30 4,159.55 4,348.18 32

The opinions of IFA on the disposal of asset and the connected transaction (For the purpose of translation only)

Unit: THB million 2015 2016 2017 2018 2019 2020 2021 2022 Earnings before interest (743.57) (502.11) 18.41 602.61 838.25 1,121.56 1,186.10 1,264.75 and taxes Less tax - - - - - (79.06) (217.15) (243.29) Add depreciation and 261.08 265.43 265.33 265.38 258.70 241.08 237.33 241.08 amortization Less working capital (744.01) 43.65 (228.36) (222.42) (95.76) (108.36) (49.96) (56.59) Less capital expenditure (93.76) (651.28) (523.00) (534.25) (378.21) (387.75) (10.54) (21.25) Free cash flow (1,320.27) (844.31) (467.62) 111.32 622.97 787.48 1,145.79 1,184.71 Present value of free cash 1,433.18 flow Add cash and cash 138.33 equivalents as of December 31, 2014 Less interest-bearing debts 1,101.50 as of December 31, 2014 Present value of equity 470.01 Number of shares (million 4.00 shares) share value (THB per 117.50 share)

Jan - Apr Unit: THB million 2023 2024 2025 2026 2027 2028 2029 Total revenue 5,893.58 6,205.00 6,497.68 6,822.56 7,163.69 7,542.21 2,596.50 Costs and expenses 4,538.56 4,756.05 4,963.15 5,191.62 5,430.77 5,686.14 1,952.41 Earnings before interest 1,355.03 1,448.94 1,534.53 1,630.94 1,732.92 1,856.07 644.09 and taxes Less tax (268.47) (289.79) (306.91) (326.19) (346.58) (371.21) (128.82) Add depreciation and 237.33 241.08 237.33 241.08 237.33 241.08 81.79 amortization Less working capital (59.42) (65.96) (61.38) (68.78) (71.65) (80.85) (75.34) Less capital expenditure (10.00) (27.46) (14.50) (21.78) (10.00) (21.25) (16.21) Free cash flow 1,254.47 1,306.82 1,389.07 1,455.27 1,542.02 1,623.85 505.51

According to the above calculation, the share price of GMM ONE TV TRADING is THB 117.50 per share. In addition, the IFA conducted sensitivity analysis in order to analyze the impact from the variation of a certain factor that are still uncertain from base case scenario as follows: Scenario 1: Adjust the occupancy rate upward and downward by 5.00% from base case scenario in 2015, which is the first full year of advertising sales in Digital TV Business Scenario 2: Adjust the annual license fees down to 2% for the period of 5 years based on the NBTC’s approval in principle, but still subject to further considerations of the related authorities and in the case that there is no fees reduction during all 5 years.

Table 20: Sensitivity Analysis Share price Scenario (THB/share) Base case 117.50 Scenario 1 Adjust occupancy Rate in 2015 upward/downward by 5.00% 103.26 – 131.74 from base case Scenario 2 In the case that there is no fee reduction by the related authorities (maintain the annual license fee at 4% throughout the 112.86 – 152.77 licensing period) and in the case that the related authorities approve the

The opinions of IFA on the disposal of asset and the connected transaction (For the purpose of translation only)

Share price Scenario (THB/share) fees reduction to 2% for 5 years (2015 – 2019) and then back to 4% from 2020 onwards.

Based on the sensitivity analysis, IFA views that the period of time for fees reduction after 2015 is uncertain as discussed above in part of cost of sales. Therefore, IFA is not including share price in case of fees reduction (scenario 2 of sensitivity analysis). Thus, the fair value of GMM ONE TV TRADING share is between THB 103.26 – 131.74 per share, which is 3.26% – 31.74% higher than the transaction price of THB 100.00 per share.

Summary of valuation of GMM ONE TV's shares by the IFA

Valuation results of GMM ONE TV’s shares can be summarized as follows:

Table 21: Summary of GMM ONE TV’s share valuation based on each valuation approach The The IFA Price is Fair Value by Appropriateness Transaction higher (lower) than Valuation Approach the IFA of Valuation Price The Transaction (THB/Share) Approach (THB/Share) Price by (%) 1. Book Value Approach 37.05 100.00 Inappropriate (62.95) 2. Price to Book Value Ratio Approach 109.12 – 139.02 100.00 Inappropriate 9.12 – 39.02 3. Discounted Cash Flow Approach 103.26 – 131.74 100.00 Appropriate 3.26 – 31.74

Each valuation approach employed to evaluate the fair value of GMM ONE TV’s shares has its own advantages and disadvantages. The book value approach takes into consideration the book value of GMM ONE TV’s equity at a certain point of time and disregards GMM ONE TV’s profit generating capability in the future. Additionally, GMM One TV is in an early phase of its Digital TV business and still incurred operating loss. Thus, the book value only reflects operating cost and expenses in the bidding of Digital TV License without showing its revenue generating capability throughout 15 years of licensing period. Thus, the book value cannot reflect the fair value of GMM One TV.

Price to Book Value Ratio Approach has some limitations such as the differences between the listed companies used in comparison including management policy and company’s objective, revenue structure and business variation at present. Since most of the selected listed companies for comparison have assets and revenue from other businesses apart from Digital TV business which is still in an early phase, the average price to book value ratios of those listed companies obtained may not truly reflect the appropriate ratios for Digital TV business and cannot be appropriately applied for the share valuation of GMM One TV which mainly operates Digital TV business. Thus, IFA considers that this approach is inappropriate for the valuation of GMM ONE TV’s shares.

The IFA views that fair value of GMM ONE TV based on discounted cash flow approach is deem to be an appropriate method since it takes into consideration of potential and capability of GMM ONE TV to generate future cash flow. The appropriate share price of GMM ONE TV ranges between THB 103.26 – 131.74 per share which is 3.26 – 31.74% higher, comparing to THB 100.00 per share of the Transaction Price. However, since ONE Channel is still in its early phase of operation and future performance is still uncertain. The disposal transaction by waiving of subscription rights of the newly increase shares of GMM One TV Trading at a par value of THB 100 per share (book value of GMM One TV as of September 30, 2014 is THB 37.50 per share) to Mr.Takonkiet Group, who is the management of the Company and very experienced in television business. Moreover, the transaction is expected to result in a synergy and help mitigate the Company’s exposure to risks in operating Digital TV business. Therefore, the IFA views that the partial waiving of subscription rights to the capital increase of ordinary shares of GMM One TV Trading to Mr.Takonkiet Group at the par value of THB 100 per share is appropriate.

The opinions of IFA on the disposal of asset and the connected transaction (For the purpose of translation only)

1.3.2 Fairness of the Transaction Conditions

IFA considered the appropriateness of conditions of the transaction from the agreement between the parties and/or shareholders’ agreement, which IFA is informed by the company as the details as shown in Part 1, item 1.1.2 in this report. IFA viewed that the conditions related to transferring of shares and payment of the newly issued ordinary shares of GMM ONE TV TRADING, which Group of Mr. Takonkiet shall comply is the common condition in subscription of ordinary shares, which is same condition to the Company as well. Additionally, the agreement between the shareholders determined several conditions that protect beneficial of the company from being business partner with Group of Mr. Takonkiet for example: . Group of Mr. Takonkiet shall transfer employees and dispose assets and equipments of drama and TV programs production of Scenario (which is the business that Group of Mr. Takonkiet manages and operates digital TV business of Group of GMM ONE TV TRADING) to GMM ONE TV TRADING. The drama and TV programs production which are aired on free TV, satellite TV and TV Digital “ONE” channel will be solely managed by GMM ONE TV TRADING in the future. (Scenario will carry on operating the business which does not compete with the GMM ONE TV TRADING group such as Stage Theater and concert). . The rights of other shareholders of GMM ONE TV TRADING in the acquisition of GMM ONE TV TRADING shares from another shareholder who wishes to dispose their shares prior to offer to public.

IFA views that the above conditions and/or specifications shall reduce the risk of conflict from business operation between GMM ONE TV TRADING and Group of Mr. Takonkiet and shall enhance the ability in producing TV programs of GMM ONE TV TRADING group and shall support management and business operation of the Group to be more efficient and flexible. These conditions do not put the Company into any disadvantage way. Therefore, the conditions of the partial waving of subscription right to the capital increase of ordinary shares of GMM ONE TV TRADING to Group of Mr.Takonkiet is appropriate.

The opinions of IFA on the disposal of asset and the connected transaction (For the purpose of translation only)

Part 2 : The Approval of the disposal of the ordinary shares in ACTS STUDIO COMPANY LIMITED

2.1 Characteristics and Details of the Transaction

In case the shareholders approve the Company to partially waive subscription right to the capital increase of ordinary shares of GMM ONE TV TRADING to Group of Mr. Takonkiet and Group of Mr. Takonkiet to acquire ordinary shares and newly issued ordinary shares of GMM ONE TV TRADING at 4,410,000 shares or equivalent to 49% of total paid-up shares of GMM ONE TV TRADING (after GMM ONE TV TRADING has increased its capital). Group of Mr. Takonkiet and the Company will transfer employees and dispose assets and equipments of drama and TV programs production of Scenario (which is managed by Group of Mr. Takonkiet and holds 52.5% of Scenario shares) and Exact (subsidiary of the Company) to GMM ONE TV TRADING. Thus, drama and TV programs production which are aired on free TV, satellite TV and TV Digital “ONE” will be solely managed by GMM ONE TV TRADING.

To optimize effectiveness of the management of the Group, to increase the flexibility in TV digital business and TV business, The Company intends to restructure its shareholders’ structure of its subsidiary, which operate TV Digital business and production of drama and TV programs business such as ACTS STUDIO who operates studios for drama, movies and entertainment, to be under shareholder of GMM ONE TV TRADING. Thus, Board of Directors Meeting No.8/2014 dated December 24, 2014, agreed to dispose all shares of ACTS STUDIO which directly and indirectly15 hold by the Company in amount of 2,531,249 shares or equivalent to 62.5% of total paid-up shares of ACTS STUDIO to GMM ONE TV TRADING at THB 100 per share which is equivalent to THB 253,124,900 in total. Whereas, Scenario (Mr. Takonkiet holds 52.50% of shares in Scenario) is one of the major shareholders of ACTS STUDIO will dispose all of its shares16 to GMM ONE TV TRADING as well. After the complete of the transaction, GMM ONE TRADING will hold 100% of shares of ACTS STUDIO and ACTS STUDIO will mainly operate its business for GMM ONE TV TRADING. (Formerly, ACTS STUDIO operates studio rental service for drama and TV programs production of the Group (produced by Exact) and Scenario (the business that Group of Mr. Takonkiet is managed). Herewith, shareholders structure of ACTS STUDIO before and after the transaction displayed on diagram 2 in executive summary.

2.1.1 Types and Size of the Transaction

The disposal of all shares of ACTS STUDIO which directly and indirectly hold by the Company in amount of 2,531,249 shares to GMM ONE TV TRADING at the price of THB 100 per share, totaling THB 253, 1249,900, is considered as the disposal of assets and connected transaction. Details of calculaon in transacon size based on the Company’s financial statements for the 9-month period ended September 30, 2014 as follows:

Details of calculaon in disposal of assets transacon size

1. Net tangible assets criteria = % NTA of business trasacon/ NTA of listed company

Transacon Size = 62.50% * THB 384.42 million / THB 572.15 million = 41.99% NTA of ACTS STUDIO = Total assets – Intangible Assets – Deferred Tax Assets – Total Liabilities – Non- (THB million) controlling interests of the subsidiaries = 655.18 – 0.00 – 0.00 – 270.76 – 0.00 = 384.42

15 The Company indirectly holds shares in ACTS STUDIO through Scenario. Scenario holds 50% of shares in ACTS STUDIO (as of June 20, 2014) and the Company indirectly holds 25% of shares in Scenario through its subsidiary which is GMM Media (as of April 22, 2014). The Company holds 99.92% of shares in GMM Media (as of April 18, 2014). 16 Scenario holds 2,024,998 shares in ACTS STUDIO or equivalent to 50% of total paid-up shares of ACTS STUDIO (as of June 20, 2014) 36

The opinions of IFA on the disposal of asset and the connected transaction (For the purpose of translation only)

NTA of GRAMMY = Total Assets – Goodwill – Net Deferred Tax Assets – Other Intangible Assets* – Total (THB million) Liabilities – Non-controlling Interests of the Subsidiaries = 15,950.24 – 74.82 – 342.11 – 148.08* – 13,918.17 – 894.91 = 572.15 Remark * the calculation of NTA of the Company exclude the deduction of intangible assets that are copyrights namely copyrights to musical compositions, program rights, motion picture and cartoon copyrights, games licenses and other rights since those are intangible assets that generate main sources of revenue to the Company.

2. Net proﬁt from operaon criteria = % Net profit of business transaction / Net profit of listed company -No calculation on this criteria due to Company’s net loss-

3. Total value of consideraon criteria = amount of money payment / Total assets of listed company Transacon Size = THB 253.13 million / THB 15,950.24 million = 1.59%

Details of calculaon in connected transacon size

Connected transacon size = Value of consideraon / NTA of listed company = THB 253.13 million / THB 572.15 million = 44.24%

The disposal of all shares of ACTS STUDIO which directly and indirectly hold by the Company to GMM ONE TV TRADING is considered as the disposal of assets in the highest transaction size based on the net tangible asset method at 44.99%. When combining with the transaction size of the partial waving of subscription right to the capital increase of ordinary shares of GMM ONE TV TRADING to Group of Mr.Takonkiet, equivalent to the transaction size of 33.99%, the total transaction size of the transactions will be at 75.98% which is greater than 50.00% but less than 100.00%, which is considered as Type 1 transaction under the Notification of the Acquisition and Disposition. In addition, the transaction is considered as a connected transaction which has resulted in the highest transaction size at 44.24% and 77.04% of the Company’s NTA respectively. When combining the transaction size will be in total of 121.28% which is greater than 3.00% of the Company’s NTA. Therefore, the Company is obliged to disclose the information about the transaction to the SET and to seek approval from the shareholders’ meeting at the votes of not less than three-fourths of the total votes of the shareholders attending the meeting and having the rights to vote, excluding the votes of the interested shareholders. The conflicted shareholders who do not have the right to vote are presented in the following Table.

Table 22 : Lists of conflicted shareholders who do not have the rights to vote Shares held in Relationship with the counterparties Name GRAMMY* of the transaction No. of shares % 1. Mr. Takonkiet Viravan 6,930,840 0.87 . A director and a major shareholder of GMM ONE TV TRADING, which holds 49% of shares. (after the shareholders of the Company approve the partial waving of subscription right to the capital increase of ordinary shares of GMM ONE TV TRADING to Group of Mr. Takonkiet) . A Chief Executive Officer - GMM ONE DIGITAL TV of the Company who is qualified as the top fourth ranked executive officer, after the Group Chief Executive Officer. . A director and a major shareholder of Scenario, which holds 52.50% of shares.

The opinions of IFA on the disposal of asset and the connected transaction (For the purpose of translation only)

Shares held in Relationship with the counterparties Name GRAMMY* of the transaction No. of shares % 2. Mrs.Rosanaporn Viravan 51,920 0.01 Sister of Mr. Takonkiet Viravan Remark * information as of January 8, 2015.

2.1.2 Relevant parties, key condition of agreement

Relevant parties Counterparties : . GMM Grammy Public Company Limited and Scenario Co., Ltd as the Seller . GMM ONE TV TRADING COMPANY LIMITED as the Purchaser Relationship : . GMM ONE TV TRADING is a subsidiary of the Company. The Company holds 51% between the parties of shares in GMM ONE TV TRADING. (In case the shareholders of the Company approve the partial waving of subscription right to the capital increase of ordinary shares of GMM ONE TV TRADING to Group of Mr. Takonkiet) . Mr. Takonkiet Viravan, a management of the Company (Mr. Takonkiet Viravan is an Chief Executive Officer - GMM ONE DIGITAL TV of the Company who is qualified as the top fourth ranked executive officer, after the Group Chief Executive Officer), which is a director and holds 49% of shares in GMM ONE TV TRADING. (In case the shareholders of the Company approve the partial waving of subscription right to the capital increase of ordinary shares of GMM ONE TV TRADING to Group of Mr.Takonkiet) . Mr. Takonkiet Viravan, management of the Company, is a director and a major shareholder of Scenario which holds 52.50% of shares.

Summary of key condition of agreement Parties to a : . GMM Grammy Public Company Limited and Scenario Co.,Ltd. as the Seller. Contract . GMM ONE TV TRADING COMPANY LIMITED as the Purchaser. Assets of the : The disposal of all shares of ACTS STUDIO which directly and indirectly hold by the Transaction Company in the amount of 2,531,249 shares Purchase Price : THB 100 per share, total value equivalent to THB 253,124,900. Key Terms and Conditions Conditions : The meeting of shareholders of the Company have to approve the partial waving of Precedent subscription right to the capital increase of ordinary shares of GMM ONE TV TRADING to Group of Mr.Takonkiet in the amount of 4,408,000 shares and the disposal of the ordinary shares in ACTS STUDIO to GMM ONE TV TRADING in the amount 2,531,249 shares with affirmative votes of not less than three-fourth of the votes present at the meeting and having the right to vote, excluding the votes from the shareholders who have conflict of interest. Conditions on the : The Company shall enter the transaction after the first transaction completed in 2015. duration of the transaction

Value of the Consideration and Basis Used to Determine the Value of the consideration This transaction will result to restructure company structure. The Company will receive the payment for ACTS STUDIO shares of 2,024,999 shares which directly hold by the Company, in amount THB 202,499,900 from GMM ONE TV TRADING, which is it subsidiary in proportion of 51% of total paid-up shares of GMM ONE TV TRADING (after the increasing of the capital from transaction 1). Moreover, GMM ONE TV TRADING will acquire the remaining share of ACTS STUDIO from Scenario 2,024,998 shares at the par value of THB 100 per share that is equivalent to THB 202,499,900 by settle the payment on the date of the Company and Scenario shall transfer its ACTS STUDIO shares to GMM ONE TV TRADING. In case the Extraordinary General Meeting of Shareholders No. 1/2558 approved the partial waive subscription right to the capital increase of ordinary shares of GMM ONE TV TRADING to group of Mr. Takonkiet and approved disposal of ACTS STUDIO shares to GMM ONE TV

The opinions of IFA on the disposal of asset and the connected transaction (For the purpose of translation only)

TRADING. The company expects the disposal of the share in 2015. Summary of the estimated cash flows under transaction 2 can be summarized as follows: GMM ONE TV Unit : THB GRAMMY Scenario * TRADING 1.The Company dispose 2,024,999 shares of ACTS STUDIO to +202,499,900 -202,499,900 GMM ONE TV TRADING at the price of THB 100 per share. 2. Scenario dispose 2,024,999 shares of ACTS STUDIO to +202,499,800 -202,499,800 GMM ONE TV TRADING at the price of THB 100 per share. Estimated net cash flows under transaction 2 +202,499,900 +202,499,800 -404,999,700** Remark * The Company indirectly holds shares in ACTS STUDIO through Scenario. Scenario holds 50% of shares in ACTS STUDIO (as of June 20, 2014) and the Company indirectly holds 25% of shares in Scenario through its subsidiary which is GMM Media (as of April 22, 2014). The Company holds 99.92% of shares in GMM Media (as of April 18, 2014). ** GMM ONE TV TRADING will finance the purchase of ACTS STUDIO’s shares by using loan from financial institution and repay such loan by its operating cash flows.

2.1.3 Details of Asset of the Transaction

1) History of ACTS STUDIO ACTS STUDIO COMPANY LIMITED established on May 27, 2010 with registered capital of THB 200 million for doing business in providing location for production of drama, movies and entertainment programs. Significant changes and developments – Funds and the business operations of ACTS STUDIO are summarized as follows; 2010 . On May 2010, ACTS STUDIO COMPANY LIMITED was established on May 27, 2010 by GRAMMY and Scenario with registered capital of THB 200 million. 2012 . On September 2012, ACTS STUDIO increased the registered capital to THB 315 million 2013 . On October 2013, ACTS STUDIO increased the registered capital to THB 405 million

As of December 31, 2014, ACTS STUDIO has its registered and paid-up capital of THB 405 million, representing 4,050,000 ordinary shares, with the par value of THB 100 per share.

2) Business Operations of ACTS STUDIO ACTS STUDIO operates studios for drama series, movies and entertainment. The office and studio is located at 9/9 Moo 1 T. Bang-Koowat A. Maeng Pratumthanee with the area over 33 Rai, which is consist of 8 set buildings and shooting studios as follows: . S1 Ratchadamnoe: a big complete studio with swimming pool and other amenities mock-up as a building on Ratchadamnoe Road with modern architecture style . S2 Erawan: a building with western modern architecture style to be able to film for various atmosphere such as Ratchaprasong square or overseas . S3 Charoenkrung: a big studio building for big to medium size movie filming decorated in old style commercial building along Charoenkrung area . S4 Sukhumvit: a modern style office building, which can turned to be hotel, hospital and office, and concrete pond for underwater filming . B5 Nanglerng: an area decorated in old style commercial building in Nanglerng area to be filmed as commercial area . B6 Udomsuk Station: an office building with space to keep props . B7 Ratchburana: a big space to keep big props . S8 Ratchapruk Palace: a Colonial style building with the theme of antique and exquisite palace to be able to filmed with various scenes

The majority of the tenants, 80% of the tenants, are the group of the company. The remaining tenants are other general customers.

The opinions of IFA on the disposal of asset and the connected transaction (For the purpose of translation only)

Pictures of buildings and shooting studios of ACTS STUDIO for production of drama and TV programs

3) Major Shareholders List of major shareholders of ACTS STUDIO as of June 20, 2014 and after the transaction are as follow.

Table 23 : Major shareholders of ACTS STUDIO as of June 20, 2014 and Shareholding Structure after the Transaction Shareholding before the Transaction Shareholding Name of shareholders as of June 20, 2014 after the Transaction Number of Shares % of Total Number of Shares % of Total 1. GMM Grammy Public Company 2,024,999 50.00 - - Limited 2. Scenario Co., Ltd.* 2,024,998 50.00 - - GMM ONE TV TRADING CO., LTD. - - 4,049,997 100.00 3. Mr. Takonkiet Viravan 1 0.00 1 0.00 4. Mrs. Somsri Prithiphan 1 0.00 1 0.00 5. Mrs. Saithip Montrikul Na 1 0.00 1 0.00 Audhaya Total 4,050,000 100.00 4,050,000 100.00 Remark * As of April 22, 2014, top 5 major shareholders of Scenario are (1) Mr. Takonkiet Viravan holding 52.50 % of shares (2) GMM Media holding 25% of shares (As of April 18, 2014 the Company holding 99.92 % of shares in GMM Media) (3) Mrs. Somsri Prithiphan holding 4% of shares (4) Miss Suthasinee Busaraphan holding 4% of shares (5) Mr. Nipon Phewnane holding 3.29 % of shares

4) Board of Director

As of June 20, 2014, ACTS STUDIO’s directors are as follow. . Table 24 : Directors of ACTS STUDIO as of June 20, 2014 Name Positions 1. Miss Boosaba Daorueng Director 2. Mrs. Saithip Montrikul Na Audhaya Director 3. Miss Suwimon Chungjotikapisit Director 4. Mr. Takonkiet Viravan Director

The opinions of IFA on the disposal of asset and the connected transaction (For the purpose of translation only)

Name Positions 5. Mrs. Somsri Prithiphan Director 6. Mr. Nipon Phewnane Director 7. Mr. Sasawat Boosayaphan Director Source: The Company

Directors with signing authority on behalf of the company are Miss Boosaba Daorueng or Mrs. Saithip Montrikul Na Audhaya or Miss Suwimon Chungjotikapisit co-signing with Mr. Takonkiet Viravan or Mrs. Somsri Prithiphan or Mr. Sasawat Boosayaphan, totaling 2 signatures on the document with a company’s seal. However, after the transaction, some changes of board members and authorized signatures of ACTS STUDIO may occur as shown above to comply with the changes of the shareholders.

5) Summary of Financial Statements and Operating Performance of ACTS STUDIO The following table provides a summary of financial informaon in accordance with the financial statements of ACTS Studio, audited and/or reviewed by EY Office Limited, for the years ended 31 December 2011 - 2013 and for the 9-month period ended 30 September 2014.

Table 25 : Summary of Financial Statements and Operang Performance of ACTS STUDIO for the Fiscal Year 2011 - 2013 and the 9 Months Ended 30 September 2014 ACTS STUDIO Company Limited Consolidated Balance Sheet (unit : THB million) 2011 2012 2013 30 Sep 14 Assets Cash and cash equivalents 94.53 52.77 100.68 32.90 Account and other receivables - - 13.24 11.34 Other current assets 1.68 19.43 2.28 5.34 Total current assets 96.21 72.20 116.21 49.59 Property, plant and equipment 108.46 459.38 556.74 605.47 Other non-current assets - - 11.31 0.12 Total non-current assets 108.46 459.38 568.05 605.59 Total assets 204.68 531.58 684.26 655.18 Liabilies Trade and other payables 2.46 68.42 3.89 3.30 Long-term loans due within 1 year - 10.50 18.00 27.00 Other current liabilies 0.54 1.14 0.61 0.96 Total current liabilies 3.00 80.06 22.50 31.26 Net long-term loans due within 1 year - 134.50 262.00 239.50 Total non-current liabilies - 134.50 262.00 239.50 Total Liabilies 3.00 214.56 284.50 270.76 Shareholders’ equity Issued and fully paid 200.00 315.00 405.00 405.00 Retained earnings (deﬁcit) - unappropriated 1.68 2.03 (5.24) (20.58) Total shareholder’s equity 201.68 317.03 399.76 384.42 Total liabilies and shareholders’ equity 204.68 531.58 684.26 655.18

ACTS STUDIO Company Limited Consolidated Income Statement (unit : THB million) 2011 2012 2013 Jan-Sep 14 Sales of services - - 68.03 69.40 Other income 2.45 1.35 0.53 0.13 Total revenues 2.45 1.35 68.56 69.53 Cost of sales and services - - 51.03 60.07 Selling and administrave expenses 0.34 0.89 17.81 14.50 Total expenses 0.34 0.89 68.83 74.57 41

The opinions of IFA on the disposal of asset and the connected transaction (For the purpose of translation only)

ACTS STUDIO Company Limited Consolidated Income Statement (unit : THB million) 2011 2012 2013 Jan-Sep 14 Profit (loss) before finance cost and income tax expenses 2.11 0.45 (0.27) (5.03) Finance cost - - (7.00) (10.30) Profit (loss) before income tax expenses 2.11 0.45 (7.27) (15.33) Income tax expenses (0.63) (0.11) - - Profit (loss) for the period 1.48 0.35 (7.27) (15.33)

ACTS STUDIO Company Limited Consolidated Financial Raos 2011 2012 2013 Jan-Sep 14 Liquidity Ratio Current rao (mes) 32.10 0.90 5.17 1.59 Quick rao (mes) 31.54 0.66 5.06 1.42 Account receivable turnover (mes) N/A N/A 10.28 7.53 Average collecon period (days) N/A N/A 35.03 47.82 Account payable turnover (mes) N/A N/A 1.42 23.82 Average payment period (days) N/A N/A 253.21 15.12 Profitability Ratio Gross profit margin (%) N/A N/A 25.00% 13.45% Operang profit margin (%) N/A N/A -1.18% -7.44% Net profit margin (%) 60.24% 25.87% -10.61% -22.05% Return on equity (%) 0.73% 0.13% -2.03% -5.21% Efficiency Ratio Return on assets (%) 0.72% 0.09% -1.20% -3.05% Asset turnover (mes) 0.01 0.00 0.11 0.14 Financial Policy Ratio Debt to equity rao (mes) 0.01 0.68 0.71 0.70

Explanaon and Assessment of Financial Statements and Overall Operaing Performance of ACTS Studio Revenue ACTS STUDIO was established on 27 May 2010 for business operaons in services of locaon for series on TV, movie, and entertainment. In 2010 – 2012, ACTS STUDIO is in the process of studio construcon for rental, which does not have any revenue from sales of services. It started to generate revenues from rental in 2013 totaled of THB 68.03 million and increased in the ﬁrst 9 months of 2014 of THB 69.40 million, increased 67.78% from the same period of previous year. In 2013, ACTS STUDIO was not a full year services.

Cost of sales, expenses and operang performance In 2013 (the first year that ACTS STUDIO started to services rental studio) and the first 9 months of 2014, cost of sales and services were THB 51.03 million and THB 60.07 million, respectively and 75.00% and 86.55% of sales of services in each year. Cost of sales and services are consist of depreciation that was start to realize in 2013 when an asset construcon is completed and ready for rental, ulies and maintenance cost and cost of producon scene etc. In addion, ACTS STUDIO’s selling and administrave expenses were increased since 2013 because of hiring more employees for business operaon, including office expenses and PR expenses. Selling and administrave expenses were THB 17.81 million in 2013 and THB 14.50 million during the first 9 months in 2014. From the beginning of services, ACTS STUDIO’s net loss was THB 7.27 million in 2013 and THB 15.33 million during the first 9 months in 2014 due to a beginning of services.

Financial Statements Assets The mainly ACTS STUDIO’s assets are property, plant and equipment that start to connuously invest in land and studio construcon for rental. As of 31 December 2011 – 2013 and 30 September 2014, ACTS STUDIO’s property, plant and equipment were THB 108.46 million, THB 459.38 million, THB 556.74 million, and THB 605.47 million, increased

The opinions of IFA on the disposal of asset and the connected transaction (For the purpose of translation only)

323.54%, 21.19% and 8.75%, respectively. In addition, ACTS STUDIO’s cash and cash equivalents were THB 94.53 million, THB 52.77 million, and THB 100.68 million at the end of 2011 – 2013, respecvely due to connuously raised up capital. However, ACTS STUDIO does not use any addional capital for land investment and/or studio construcon in full amount. As of 30 September 2014, ACTS STUDIO’s cash and cash equivalents were THB 32.90 million that decreased from 2013 because of an addional investment in property, plant and equipment and repayment some of loans.

Liabilies As of 31 December 2011 – 2013, ACTS STUDIO’s liabilies totaled THB 3.00 million, THB 214.56 million, and THB 284.50 million, respecvely. In 2011 – 2013, the increase in total liabilies were THB 211.56 million and THB 69.94, mainly a result of long term loans from financial statements of THB 280.00 million for studio construcon. ACTS STUDIO has to repayment of such loans within December 2021. As of 30 September 2014, ACTS STUDIO’s liabilies totaled THB 270.76 million, decreased 4.83% growth from at the end of 2013 due to a repayment of long term loans during the period since January 2014.

Shareholder’s equity Total shareholder’s equity as of 31 December 2011 – 2013 was THB 201.68 million, THB 317.03 million, and THB 399.76 million, respecvely. These ﬁgures represent increases of THB 115.35 million in 2012 or 57.19% growth from 2011, THB 82.73 million in 2013 or 26.10% in 2012. This was mainly resulted from raised in paid up capital in the amount of THB 115.00 million and THB 90.00 million. However, ACTS STUDIO was oﬀset by the accumulated losses of THB 5.24 million at the end of the year 2013 and increased to THB 20.58 million as of 30 September 2014 from the result of incremental accumulated losses of that period.

6) Industry Review Detail of advertising budgets and TV business which are related to business operations of ACTS STUDIO are presented in enclosure 1, item 6, of this report.

2.2 Reasonableness of the transaction

2.2.1 Objective and benefit of the transaction

The disposal of all shares of ACTS STUDIO which directly and indirectly hold by the Company, represents 62.50% of ACTS STUDIO’s total paid-up shares to GMM ONE TV TRADING. This transaction result to restructure shareholders of ACTS STUDIO in order to conform to shareholders structure and the changes of digital TV business (which is Group of GMM ONE TV TRADING) and the company which operate business of drama and TV program production (which is Scenario that group of Mr. Takonkiet has control) after Group of Mr. Takonkiet is the major shareholders of GMM ONE TV TRADING in proportion of 49% of total paid-up shares of GMM ONE TV TRADING (after GMM ONE TV TRADING has increased its capital) and Scenario will transfer employees and dispose assets and equipments of drama and TV program production to GMM ONE TV TRADING. After the transaction, ACTS STUDIO, who operates studios for drama series, movies and entertainment, is considered as subsidiary of GMM ONE TV TRADING. This shall enhance ability in management and flexibility of business operation of GMM ONE TV TRADING. Additionally, the acquisition of asset or business shall increase effective and ability in drama and TV program production of digital TV ONE Channel to gain more popularity (Rating) and revenue from advertising. In case business performance of digital TV ONE Channel is able to grow as targeted, the Company shall benefit from being its shareholders in GMM ONE TV TRADING.

2.2.2 Advantages and disadvantages of entering into the Transaction

Advantages of entering into the transaction

1) To optimize and streamline business operations. After the transaction, ACTS STUDIO, who operates studios for drama series, movies and entertainment, (currently, 80% of the tenants are the Group, including Exact and Scenario who produce drama and TV programs for the Group to be aired on free TV, digital TV and satellite TV of the Group) is considered as subsidiary of GMM ONE TV TRADING. This shall enhance ability in management and flexibility of business operation. Additionally, 43

The opinions of IFA on the disposal of asset and the connected transaction (For the purpose of translation only)

the acquisition of asset or business shall increase effective and ability in drama and TV programs production of GMM ONE TV TRADING.

2) To increase competitive ability of the business After the first transactions. Scenario and Exact will transfer employees and dispose assets of drama and TV programs production to GMM ONE TV TRADING and the drama and TV programs production which are aired on free TV, satellite TV and TV Digital “ONE” channel will be solely managed by GMM ONE TV TRADING. The business of ACTS STUDIO and GMM ONE TV TRADING are related and support each other. As, GMM ONE TV TRADING requires locations or area for its drama and TV programs production, thus this transaction of acquisition of the asset or business of ACTS STUDIO shall benefit GMM ONE TV TRADING in increasing ability in drama and TV programs production of digital TV ONE channel to be attractive and interest. The quality of content is an important factor in increasing the popularity (Rating) of target audience. This increasing shall enhance business operation of digital TV ONE channel to be able to grow as targeted which, in return, the Company shall benefit from its return of investment in the future.

3) The Company received cash for working capital to operate business in the other parts of the Group The disposal of ACTS STUDIO share of 2,024,999 shares benefit the company by receiving cash approximately THB 202.50 million from GMM ONE TV TRADING. The Company can utilize this source of fund as the business operation or expansion of business in the other parts of the Group.

Disadvantages and Risk of Entering into the Transaction -None –

2.2.3 Advantages and disadvantages between entering into the Transaction with connected persons and third parties

The executives’ interview stated that this transaction results to restructure shareholders of its subsidiary (ACTS STUDIO) to conform to the change of its business trend as indicated in terms and condition of the shareholder agreement of the first transaction between the company and group of Mr. Takonkiet. The Company expects the disposal of all shares of ACTS STUDIO which directly and indirectly hold by the Company to GMM ONE TV TRADING shall enhance ability in management, flexibility of business operation as well as increasing ability in drama and TV programs production of digital TV ONE Channel to grow as targeted which the Company shall benefit from being its shareholders in GMM ONE TV TRADING. Therefore, the disposal of shares of ACTS STUDIO to GMM ONE TV TRADING, which transacted with related party of the Company, shall benefit to the Company rather than transaction with third party. Although, the Company might have chance to set ACT STUDIO share price and/or with better condition, the Company might encounter risk, which may occur after the completion of transaction with third party. This may cause negative impact in operating digital TV business as well as drama and TV programs production business of the Group in the future; for example changing price and condition of studio rental in unfavorable approach to the Company, changing target customers by focusing more on general customers that may impact the flexibility of ACTS STUDIO‘studio rental of the Group in the future.

2.3 Fairness of the Transaction Price and Conditions

2.3.1 Fairness of the Transaction Price

To evaluate the appropriateness of the prices for this Transaction, the IFA has calculated the fair value of ACTS STUDIO’s shares by employing 3 financial valuation approaches as follows: 1) Book Value Approach 2) Price to Book Value Ratio Approach 3) Discounted Cash Flow Approach

IFA doesn’t apply Adjusted Book Value Approach in the financial valuation because ACTS STUDIO did not evaluate the assets valuation during the period. The most ACTS STUDIO’s assets are property, plant and equipment that were completed construction and opened the services in mid-year of 2013.

The opinions of IFA on the disposal of asset and the connected transaction (For the purpose of translation only)

In addition, the IFA did not use other valuation approaches such as Price to Earnings Ratio Approach and the Dividend Discounted Model because ACTS STUDIO was opened the services in mid-year of 2013 and had generated net loss from its operation (during the latest 4 quarters until the third quarter of 2014, total sum of net loss was THB 18.52 million). Thus, the IFA is unable to perform the share valuation by using the valuation approaches.

Details of each share valuation approach are shown as follows:

1) Book Value Approach

The Book Value Approach evaluates the value of shareholders’ equity at a certain point of time as shown in the financial statement of the Company. In this case, the IFA used ACTS STUDIO’s reviewed financial statement for the 9 month period ended September 30, 2014. The details are as follows.

Table 26: Book Value Approach of shareholders’ equity as of September 30, 2014 Items Amount (THB ‘000) Issued and Paid-up Capital 405,000.00 ADD: Retained earnings (20,577.44) Total equity as of September 30, 2014 384,422.56 Number of issued and paid-up shares (‘000) – par value at THB 100.00 each 4,050.00 Book value per share as of September 30, 2014 (THB per share) 94.92

Based on the table above, the fair value of ACTS STUDIO’s share as of September 30, 2014 is THB 94.92 per share according to book value approach which is lower than the transaction price at THB 100.00 per share by 5.08%.

2) Price to Book Value Ratio Approach

Price to Book Value Ratio Approach determines the fair value of ACTS STUDIO share by using market ratios of comparable listed companies that operate similar business to ACTS STUDIO with the underlying assumption that financial ratios of companies within the same industry should possess comparable characteristics. The IFA has selected listed companies which operate studio and equipment rental business for production of drama, movies and entertainment programs, to reflect similar business characteristics to ACTS STUDIO. The listed companies are as follow.

Table 27: List of comparable listed companies which operate similar business to ACTS STUDIO List of companies Symbol Business characteristics 1. CMO Public Company Limited CMO The Company is engaged in five businesses which are 1) event management, 2) equipment rental, 3) presentation media production, 4) design, decoration and construction, and 5) musical and online marketing. 2. Matching Maximize Solution MATCH The Company is engaged in five businesses which are TV program Public Company Limited production, TV commercial, equipment rental, event organizing, and printing. Source : 2013 Annual registration statement (Form 56-1) Based on the Price to Book Ratio Approach, the IFA has determined the cut-off date for the calculation of average historical P/BV to be on December 24, 2014 which is the last date before the Company’s Board of Directors has passed the resolution to approve the Transaction. In this regards, the IFA has calculated the historical 15 – 360 business days average P/BV for comparable companies which can be summarized as follow.

Table 28: Average historical P/BV of comparable companies Comparable Historical Period (Business Days) companies 15 days 30 days 60 days 90 days 180 days 240 days 360 days CMO 1.29 1.37 1.48 1.48 1.25 1.17 1.13 MATCH 1.07 1.08 1.12 1.16 1.20 1.15 1.19 Average P/BV 1.18 1.23 1.30 1.32 1.23 1.16 1.16 Source: Information as of December 24, 2014 from www.setsmart.com 45

The opinions of IFA on the disposal of asset and the connected transaction (For the purpose of translation only)

The IFA multiplied the average historical P/BV shown in the table with the book value per share of ACTS STUDIO to derive fair price, based on the book value of shareholders’ equity as of September 30, 2014 at THB 94.92 per share. The details of ACTS STUDIO share valuation using the Price to Book Value Ratio Approach are presented as follow.

Table 29: ACTS STUDIO Share Valuation using average historical P/BV Average P/BV Book Value Per Share Fair Value Historical Period (Business Days) Times (THB per share) (THB per share) (1) (2) (3) = (1) x (2) 15 business days 1.18 111.69 30 business days 1.23 116.59 60 business days 1.30 123.73 90 business days 1.32 94.92 125.39 180 business days 1.23 116.54 240 business days 1.16 110.28 360 business days 1.16 110.33 Fair value of ACTS share (THB per share) 110.28 – 125.39

Based on the calculation above, the fair value of ACTS share according to P/BV approach ranges between THB 110.28 – 125.39 per share which is higher than the transaction price at THB 100.00 per share by 10.28% – 25.39%.

3) Discounted Cash Flow Approach

This valuation approach evaluates the fair value by taking into consideration ACTS STUDIO’s ability to generate future cash flow (Free Cash Flow to Firm). Such free cash flow which expected to generate under the financial projection will then be discounted with the weighted average cost of capital (WACC) to derive the present value of ACTS STUDIO. In this regards, the IFA has performed the financial projection based on the projection conducted by ACTS STUDIO’s management while adjusted some assumptions to reflect the overall economic and industry situation on a conservative basis.

The IFA has prepared the financial projection for a period started from January 2015 to December 2019 by consideration in economy and observation on information during the study. Therefore, as a consequence of all factors changed may affect the changed of opinions of IFA.

The underlying assumptions under this financial projection are as follows:

1. Revenue The main asset’s ACTS STUDIO is revenue from studio rental and revenue from scene producon services. IFA projected revenue as follows: . Revenue from studio rental estimation is based on maximum of revenue from studio rental, that ACTS STUDIO can provide services, multiplied to occupancy rate that occur each year. This occupancy rate is based on revenue from studio rental and actual occupancy rate of company in 2014 (studio opened services in 2013). Since 2015 onward, IFA estimated occupancy rate growth at 5.00% per annum with increase in occupancy rate. In 2013 - 2015, occupancy rate is 65.00%, 66.42% and 74.49%, respectively. In 2016 onward, occupancy rate is 85.00%. . Revenue from scene production services is based on actual revenue in 2013, January – September 2014 and management budget in 2015. In 2016 onward, growth rate is 5.00% per annum.

Table 30 Assumption of revenue projection Unit: THB million 2015 2016 2017 2018 2019 Revenue from studio rental 82.20 98.48 103.41 108.58 114.01 Revenue from scene 18.00 18.90 19.85 20.84 21.88 producon services Other incomes 3.60 3.78 3.97 4.17 4.38 Total revenues 103.80 121.16 127.22 133.58 140.26 46

The opinions of IFA on the disposal of asset and the connected transaction (For the purpose of translation only)

2. Cost of Sales The main cost of sales is depreciaon, ulies and maintenance costs, and cost of producon services. IFA esmates growth in ulies and maintenance costs at 10.00% and 5.00% in 2015 and 2016 onward, respectively. This is consistent with growth rate in occupancy studio. IFA esmates cost of production services at 58.00% of revenue from scene production services for all projection period, which is equivalent to actual costs in 2013 – 2014.

Table 31 Assumption of cost projection Unit: THB million 2015 2016 2017 2018 2019 Ulies and maintenance 19.28 20.24 21.25 22.32 23.43 costs Cost of producon services 10.44 10.96 11.51 12.09 12.69 depreciaon 55.73 56.73 57.73 57.39 57.50 Total costs 85.45 87.93 90.49 91.79 93.62

3. Selling and administrave expenses The main selling and administrave expenses are salary and employee beneﬁts and oﬃce expenses. In 2015, IFA esmaon is based on management budget. In 2016 onward, growth rate is projected at 5.00%.

Table 32 Assumption of selling and administrave expenses projection Unit: THB million 2015 2016 2017 2018 2019 Salary and employee 14.61 15.34 16.11 16.91 17.76 beneﬁts Oﬃce expenses 2.95 3.09 3.25 3.41 3.58 Other expenses 1.42 1.49 1.57 1.64 1.73 Total selling and 18.98 19.93 20.92 21.97 23.07 administrave expenses

4. Investment IFA investment esmaon is based on management’s informaon that investment in oﬃce equipment, equipment and vehicles for normal business operaon at THB 5.00 million each year since 2015 onward.

5. Terminal Value The IFA calculates the terminal value of free cash flows after the projected period by assuming that ACT STUDIO will continue its business as a going concern with perpetual growth rate at 0.00% so as to be conservative (conservation basis).

6. Discount Rate IFA used Weighted Average Cost of Capital (WACC) of ACT STUDIO as discount rate to calculate present value of cash flows in which the WACC is based on the formula as follow.

WACC = Ke*[E/(D+E)] + Kd*(1 - t)*[D/(D+E)]

However, WACC calculaon has to calculate the cost of equity (Ke) which can be derived from Capital Asset Pricing Model (CAPM) based on the formula as follow.

Ke = Rf +  (Rm – Rf)

The opinions of IFA on the disposal of asset and the connected transaction (For the purpose of translation only)

past 3 years of SET listed companies which operate studio and equipment rental business for production of TV programs. There are 2 listed companies which operate the business such as CMO Public Company Limited (CMO) and Matching Maximize Solution Public Company Limited (MATCH). Afterwards, the IFA adjusted the impact from debt creation by taking out capital structure of the comparable companies using the formula, [Unleverage Beta = Leverage Beta / (1+(1-tax) x (D/E)comparable companies]. Unleverage Beta is then achieved in which capital structure of ACTS STUDIO will be inserted with the formula, [Leverage Beta = Unleverage Beta x (1+(1-tax) x (D/E)ACTS STUDIO] to finally obtain beta value of 1.19. Rm = The market return in which the IFA considered from average change in SET index over the past 35 years from 1980 – 2014 which equals to 13.75% (source: www.set.or.th and calculation of the IFA).

Details of the calculation for Ke is shown in the table below.

Table 33 : Calculation of the Cost of Equity Factors Assumptions Risk-free Rate (1) 3.87% Risk Premium (Rm – Rf) (2) 9.88%  (3) 1.19 Cost of Equity or Ke (4) = (1) + [(3)*(2)] 15.63%

The cost of equity (Ke) obtained from the calsulation shown in the above Table is 15.63%. Then, Ke is applied in the calculation of WAC in which the IFA obtains the value of 11.11%. The details of calcualtion are presented in the following table.

Ke = Cost of equity based on Capital Asset Pricing Model (CAPM), equals to 15.63% as shown in above table. Kd = Cost of interest-bearing debt is 5.75%. t = Corporate tax rate of TCH equal to 20.00%. D/(D+E) = Target debt ratio of ACTS STUDIO

Table 34: Calculation of weight average cost of capital Factors Assumptions Cost of Equity or Ke (1) 15.63% Cost of Debt or Kd (2) 5.75% D/(D+E) (3) 0.41 Corporate income tax or t (4) 20.00% WACC or Discount Rate (5) = {(1)*[1-(3)]} + {(2)*[1-(4)]*(3)} 11.11%

Table 35: Summary of Projected free cash flow Unit: THB million 2015 2016 2017 2018 2019 Total revenue 103.80 121.16 127.22 133.58 140.26 Costs and expenses 104.42 107.86 111.41 113.76 116.69 Earnings before interest and taxes (0.62) 13.30 15.81 19.82 23.57 Less tax - - - - (0.07) Add depreciation and amortization 55.73 56.73 57.73 57.39 57.50 Less working capital (1.00) (1.94) (0.54) (0.68) (0.67) Less capital expenditure (5.00) (5.00) (5.00) (5.00) (5.00) Add Terminal Value 677.72 Free cash flow 49.11 63.10 68.00 71.53 753.05 Present value of free cash flow 636.39 Add cash and cash equivalents as of 39.84 December 31, 2014 Less interest-bearing debts as of 262.00

The opinions of IFA on the disposal of asset and the connected transaction (For the purpose of translation only)

Unit: THB million 2015 2016 2017 2018 2019 December 31, 2014 Present value of equity 414.23 Number of shares (million shares) 4.05 ACTS STUDIO share value (THB per 102.28 share)

According to the above calculation, the share price of ACTS STUDIO is THB 102.28 per share. In addition, the IFA has conducted sensitivity analysis in order to analyze the impact from the variation of a certain factor from base case scenario as follows:

Table 36: Sensitivity Analysis Share price Scenario (THB/share) Base case 102.28 Scenario 1 Occupancy rate upward by 3.00% from based case 105.62 Scenario 2 Occupancy rate downward by 3.00% from based case 94.67

Based on the sensitivity analysis, the fair value of ACTS STUDIO share is between THB 94.67 – 105.62 per share, which is 5.33% lower, and 5.62% higher than the transaction price of THB 100.00 per share.

Summary of valuation of ACTS STUDIO's shares by the IFA

Valuation results of ACTS STUDIO’s shares can be summarized as follows:

Table 37: Summary of ACTS STUDIO’s share valuation based on each valuation approach The The IFA Price is Fair value by Appropriateness Transaction higher (lower) than Valuation Approach the IFA of Valuation Price The Transaction (THB/Share) Approach (THB/Share) Price by (%) 1. Book Value Approach 94.92 100.00 Inappropriate (5.08) 2. Price to Book Value Ratio 110.28 – 125.39 100.00 Inappropriate 10.28 – 25.39 Approach 3. Discounted Cash Flow Approach 94.67 – 105.62 100.00 Appropriate (5.33) – 5.62

Each valuation approach employed to evaluate the fair value of ACTS STUDIO’s shares has its own advantages and disadvantages. For the book value approach, they take into consideration the book value of ACTS STUDIO’s equity at a certain point of time and disregard ACTS STUDIO’s profit generating capability in the future.

Price to Book Value Ratio Approach has some limitations such as the differences between the listed companies used in comparison including type of assets that they use to operate their business, company size, business variation, revenue structure, and the liquidity of shares which are listed in the stock exchange market. In addition, there are limit numbers of company conducting studio and equipment rental business listed in the stock market, the average ratio calculated from 2 peer companies might not properly represent the industry average, therefore IFA considers that the approaches are inappropriate in the valuation of ACTS STUDIO’s shares.

Discount cash ﬂow approach is a valuaon that consider in future cash ﬂows based on management operaon policy and investment plan in the future. Thus, the IFA views that fair value of ACTS STUDIO based on discounted cash flow approach is deem to be an appropriate method and he appropriate share price of ACTS STUDIO ranges between THB 94.67 – 105.62 per share which is 5.33 % lower, and 5.62% higher, comparing to THB 100.00 per share of the transaction price. However, this proposed transaction seems to restructure subsidiary company in digital TV business, media production business, and group of GMM ONE TV TRADING’s TV shows to be under all shareholding of GMM ONE TV TRADING. Such restructuring increases the effective in group of the Company’s management, flexibility in business, and encourage cooperation between group of the Company and group of Mr. Takonkiet in the future. The 49

The opinions of IFA on the disposal of asset and the connected transaction (For the purpose of translation only)

Company’s price sells ACTS STUDIO ‘s shares to GMM ONE TV TRADING at THB 100 per share. This price is same to SCENARIO’s price as the other shareholders of ACT STUDIO that sells ACTS STUDIO’s shares to GMM ONE TV TRADING. Therefore, IFA views that this proposed transaction is appropriate.

2.3.2 Fairness of the Transaction Conditions

IFA considered the appropriateness of conditions of the transaction from the agreement between the parties with the details as shown in Part 2, item 2.1.2 in this report. IFA viewed that condition of transfer and payment of shares of ACTS STUDIO between the Company and Scenario as seller and GMM ONE TV TRADING as buyer is the common condition of stock trading for example buyer shall transfer stock ownership to buyer on the payment of shares received date. Such conditions do not cause any disadvantage to the Company. Therefore, the condition of the disposal of the ordinary shares of ACTS STUDIO to GMM ONE TV is appropriate.

The opinions of IFA on the disposal of asset and the connected transaction (For the purpose of translation only)

Part 3 : Summary of Independent Financial Advisor’s Opinion

Based on our analysis in relation to the appropriateness of the Transactions including the fairness of price and conditions of the partial waving of subscription right to the capital increase of ordinary shares of GMM ONE TV TRADING to Group of Mr. Takonkiet and the disposal of the ordinary shares in ACTS STUDIO to GMM ONE TV TRADING. IFA has opinion on the Transactions as follows:

The partial waving of subscription right to the capital increase of ordinary shares of GMM ONE TV TRADING to Group of Mr.Takonkiet

IFA views that this transaction is appropriate due to the following reasons: 1) The transaction shall enhance competitive ability of the Group to compete in the digital TV business. With the knowledge, experience and well-known works of Mr. Takonkiet together with transferring of employees and disposal assets and equipments of drama and TV programs production of Scenario and Exact to GMM ONE TV TRADING shall enhance the Company to be efficient in producing valuable TV programs. 2) One of the effective way to secure effective personnel to work for the Company in long run, for the purpose of supporting TV digital “ONE” to achieve the goal, both in terms of popularity with audiences (Rating) and revenue from the sale of advertising aired time as targeted. The growth of digital TV ONE Channel shall support the Company to revenue from digital TV business in the future. 3) Reduce the obligation of the Company in funding financial investment of GMM ONE TV TRADING in the future. GMM ONE TV TRADING is required to increase its capital to be partial funding for GMM ONE TV (who is the authorized license holder to use television frequency allocation under general high definition integrated services digital) to pay for the license and/or working capital of the business and/or expansion of investment to produce valuable TV program to respond to the requirement of the target audience. The funding will support digital TV ONE Channel to maintain its popularity and to compete with increasing number of competitors. 4) Reduce the risk of the Company from operating digital TV business and investment in digital TV ONE Channel. This risk might cause negative impact to digital TV business and digital TV ONE Channel not to achieve its targeted business operation such as aggressive competition achievement and concentrations of advertising on free TV channels. 5) Currently digital TV ONE Channel is still at its early stage of operation and operating results in the future may be uncertain. The disposal of ordinary shares of GMM ONE TV TRADING to new investors at par value of THB 100 per share is in accordance with the general guidelines for business startups and loss in its business operation (Book value of GMM ONE TV, which is subsidiary of GMM ONE TV TRADING in proportion of 99.99% and the bidder of digital TV license (Variety HD) on 30 September 2014 at THB THB 37.50 per share). For the benefits and synergies of business, the Company shall receive from the above transaction based on the estimated value of GMM ONE TV shares valuated by the IFA with Discounted Cash Flow Approach according to the policy and plan after the transaction is equal to THB 103.26 - THB 131.74 per share from the business synergy shall increase chance in gaining return of digital TV business investment. From the above reasons Independent Financial Advisor viewed that the waving of subscription right to the capital increase of ordinary shares of GMM ONE TV TRADING to Group of Mr.Takonkiet at par value of THB 100 per share is appropriate. (Details of estimated value of ordinary shares of GMM ONE TV TRADING is presented in part 1, item 1.3.1 of this report). 6) Terms and/or conditions of transferring and payment of the capital increase of ordinary shares of GMM ONE TV TRADING, which Group of Mr. Takonkiet shall comply is the common condition in acquisition of ordinary shares, which is same condition to the Company as well. Additionally, the shareholders agreement determined several conditions that protect beneficial of the Company from being business partner with Group of Mr. Takonkiet especially the requirement that Group of Mr. Takonkiet shall transfer employees and dispose assets of drama and TV programs production of Scenario to GMM ONE TV TRADING. The drama and TV programs production which are aired on free TV, satellite TV and TV Digital “ONE” will be solely managed by GMM ONE TV TRADING to reduce risk of business competitive conflicts in the future.

Hence, the shareholders should approve the entering into of this transaction. However, there are disadvantages and risks that the shareholders should take into consideration before making the decision to approve the transaction such as reducing shareholders of GMM ONE TV TRADING shall reduce the profit portion of GMM ONE TV TRADING (in case

The opinions of IFA on the disposal of asset and the connected transaction (For the purpose of translation only)

The disposal of the ordinary shares in ACTS STUDIO to GMM ONE TV TRADING.

IFA views that this transaction is appropriate due to the following reasons: 1) ACTS STUDIO, who operates studios for drama, movies and entertainment, is considered as subsidiary of GMM ONE TV TRADING. The transaction shall support TV digital business and the production of drama and TV programs of Group of GMM ONE TV TRADING which Scenario shall transfer their employees and dispose their assets and equipments of drama and TV programs production to GMM ONE TV TRADING, increase efficiency in business management. 2) The acquisition of asset or business shall increase effective and ability in drama and TV programs production of digital TV ONE channel to gain more popularity (Rating) and revenue from advertising. In case business performance of digital TV ONE channel is able to grow as targeted, the Company shall benefit from being its shareholders of GMM ONE TV TRADING. Even though, after the transaction, the Company shall indirectly holds shares in ACTS STUDIO by holding GMM ONE TV TRADING in proportion of 51%. 3) The Company received cash from GMM ONE TV TRADING approximately THB 202.50 million (from the disposal of 50% shares in ACTS STUDIO which directly hold by the Company) for working capital to operate business and to increase its competitive ability of other business parts of the Group. 4) The price of the transaction is THB 100 per share, which is in range of fair value of the ordinary shares of ACTS STUDIO valuated by IFA with Discounted Cash Flow Approach is equal to THB 94.67 - THB 105.62 per share. However, this transaction is similar to restructuring of shares of its subsidiary who operates digital TV business of GMM ONE TV TRADING after completion of the aforementioned transaction. The transaction shall enhance the strength of GMM ONE TV TRADING and appropriately cooperate business partner between the Company and Group of Mr. Takonkiet in the future. 6. Since the selling price of the ordinary shares in ACTS STUDIO to GMM ONE TV TRADING, which is THB 100 per share, is equal to the selling price to Scenario. Therefore, IFA viewed that the selling price of this transaction which is the par of value of THB 100 per share, is appropriate.

The decision to vote is solely dependable on the consideration and discretion of the shareholders. The shareholders should take into consideration the advantages, disadvantages, risks, limitations, and opinions expressed on consideration items of the Transaction as well as carefully consider the attached documents submitted to the shareholders along with the invitation letter to shareholders’ meeting so as to make the most appropriate decision.

Jaydee Partners Limited, as the Independent Financial Advisory of the Company, has performed the study and analysis with care in accordance with the professional standard and has provided the opinion based on the fair analysis of information by taking into consideration the benefits of all shareholders.

The opinion of the independent financial advisor is based on the information which has been received from the Company as well as interviews with the Company’s management, publicly available information and other relevant documents. The Independent Financial Advisor assumes that all information received is truthful and correct. Therefore, if the said information is incorrect and/or is not truthful and/or has been significantly changed in the future, it will affect the opinion of the Independent Financial Advisor. Therefore, the Independent Financial Advisor is unable to certify or warrant the future impact that may arise to the Company and the shareholders. In addition, the opinion of the Independent Financial Advisor is only to provide comments to the shareholders, and providing this opinion does not warrant the accomplishment of the transaction and any impact flowing from the transaction to the Company.

This English report of the Independent Financial Advisor’s opinion has been prepared solely for the convenience of foreign shareholders of the Company and should not be relied upon as the definitive and official document. The Thai

The opinions of IFA on the disposal of asset and the connected transaction (For the purpose of translation only) 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.

Yours Sincerely,

Mrs. Duangjai Lorlertwit Ms. Jirayong Anuman-Rajadhon

(Mrs. Duangjai Lorlertwit) (Ms. Jirayong Anuman-Rajadhon) Executive Partner Managing Partner / Operation Controller Jaydee Partners Limited, the Independent Financial Advisor

The opinions of IFA on the disposal of asset and the connected transaction (For the purpose of translation only)

Enclosure 1 : General Information of GMM Grammy Public Company Limited

1. History of the Company

The Company was established in 1983 to lead the new era of Music and Television business in Thailand under the name Grammy Entertainment Co., Ltd. The Major changes related shareholding structure and the Group structure since the year 2010 are summarized as follows;

2010 . Grammy jointly invested with Scenario Co., Ltd., the associate company, in common share of Acts Studio Co., Ltd. for construction of the huge studio production with each of the parties holding 50% of THB 200 million registered capital. . Grammy jointly invested in common share of Lucks Satellite Co., Ltd. to produce the content for broadcasting via satellite channel for 25% of THB 20 million registered capital. 2011 Entered into a joint venture agreement with CJ O Shopping Co.,Ltd., Korea No.1 Home Shopping Operator, to launch Home Shopping business with GMM Grammy holds 51% of the THB 540 million joint venture’s registered capital. 2012 . Invested in common stock of GMM Z trading Co.,Ltd., operator of a satellite platform business, by holding 100% of THB 100 million registered capital. . GMM Z trading invested in common share of GMM B Co., Ltd., a Pay TV service provider, by holding 100% of THB 1 million registered capital. 2013 . Released the movie “Pee Mak Phrakanong”, generating all-time high box office revenue of THB 567 million. . Introduce “Hormones: Waiwawun” series on-air on ONE Channel and YouTube for the totaling of 13 episodes. The series was the talk of the town and reached an unprecedented 80 million views on YouTube. . The Group’s directors had approved in principals for the Group to sell their investment in securities of the listed companies in the stock market (investment in available for sale securities) at the price not lower than the average cost of all Group’s investment in securities of listed companies in the stock market. Consequently, the Company sold off its investment in 3 listed companies’ securities for the cash flow of THB 1,456.41 million. . The Company issued new ordinary shares to existing shareholders at a ratio of 5 existing shares to 1 new ordinary share, totaling 106,052,989 shares at a price of THB 10 per share. During 2 – 6 September, the Company was able to raise THB 1,059.95 million of capital. The total registered shares and capital were 636,317,936 shares and THB 636,317,936, respectively, upon the completion of the capital increase. Subsequently, the Company used that proceed as a working capital and investment in digital TV business. . Grammy participated in the Digital Terrestrial TV auction and won 2 nationwide commercial licenses – Variety SD for THB 3,320 million, and Variety HD for THB 2,290 million. 2014 . The Group’s paid permit fee for operating on digital terrestrial TV frequency, the first period, for THB 1,317 million to the Office of The National Broadcasting and Telecommunications Commission on 7 February 2014. The permit fee was granted on 25 April 2014 for the 15-year right to operate from 25 April 2014 to 25 April 2029. . ONE Channel (Variety HD) had a trial broadcast during 1 – 24 April 2014 with the officially broadcasted on 1 May 2014 while GMM Channel (Variety SD) officially broadcasted on 23 May 2014. . In January 2014, Z Trading Company Limited (Previously GMM Z Trading Company Limited), the Company’s subsidiary, had invested in ordinary shares of CTH Company Limited (Public) for the total of 30,000,000 shares which was paid with GMB Company Limited’s ordinary shares to CTH Company Limited (Public)’s subsidiary for the total of 38,659,700 shares, equivalence to accounting value of THB 1,031 million on the selling date. . The Company increased new ordinary shares by THB 183,631,793 from THB 636,317,936 to THB 819,949,729, to be distributed to (1) The Company’s original shareholders for no more than 63,631,793 shares at a ratio of 10 existing shares to 1 new ordinary share at a price of THB 13.50 per share (2) Specific groups of individuals for no more than 120,000,000 million shares plus the proceed from (1)

The opinions of IFA on the disposal of asset and the connected transaction (For the purpose of translation only)

with the price to be set by Book - Building method. The proceeds are to be used for strengthening the Company’s financial position. Subsequently, the Company had sold its ordinary shares to original shareholders in (1) during 17 -24 October 2014 for 56,753,100 shares for the net cash of THB 761.29 million. During November 19 – 21, 2014, the Company had allocated 126,878,693 shares (including the shares outstanding from the allocation of shares to existing shareholders in (1)) to Private Placement at the price of Baht 13.50 per share, for the net cash of THB 1,712.86 million. . The Extraordinary General Meeting of Shareholders No.2/2014 approved the disposal of the ordinary shares of SE-EDUCATION PUBLIC COMPANY LIMITED held by the Company in the amount of not less than 30,000,000 shares up to 49,550,512 shares, at the price not less than THB 5.10 per share, totaling the minimum value will be THB 153,000,000 to THB 252,707,611.20.

As of December 31, 2014, the Company has THB 819,949,729 registered capital constitutes of 819,949,729 ordinary shares at THB 1.00 per share and paid-up capital of THB 799,949,729 constitutes of 799,949,729 ordinary shares at THB 1.00 per share.

2. Overall Business Operations

The Group’s business can be divided into 2 types of main business and 9 sub-businesses as follow; . Existing business embraces music business, digital content business, media business, movie business, event management business and animation business . New business embraces home shopping business, satellite TV business and digital terrestrial TV business Each of the businesses has detail as follow;

Existing Business 1) Music business The Group operates under the "Total Music Business" model, consisting of music production and copyrights, digital content business, show business, and artist management business in which currently the Company has over 300 artists and 40,000 songs in the library.

2) Digital content business The Group developed the music content into digital form for distribution to mobile telephone networks, the internet and entrepreneurs, with categories of download services such as; ringtone, ring back tone, full song, full MV, A la carte song and monthly subscription music service through *123 and www.gmember.com, as well as the music streaming cooperation with AIS through KK Box application to complete consumers’ various needs.

3) Media business Media business operates under the “Integrated Media Business” model, consisting of radio, television and publishing businesses. Radio : The group produces radio programs broadcasted through FM radio stations. In the year business 2013, the Group has 3 radio stations which are (1) Green Wave F.M. 106.5 MHz. (2) EFM F.M. 94.0 MHz. and (3) Chill FM F.M. 89.0 MHz. Television : Television business encompasses the production of programs and shows and commission to business produce program and shows to be aired on 4 Free TV stations, namely Channels 3, 5, 7, and 9. In the year 2013, the Group produced the total of 3 television programs in 5 different categories i.e. Drama and Sit-com, Variety Show, Teenage oriented program, music program and children program. Publishing : The Group’s produces monthly and bi-weekly fashion, women’s, men’s and entertainment business magazines. There are a total of 6 publications comprising 2 local magazines; Image and In Magazine, and 4 magazines produced under foreign licensing; Madame Figaro, Her World, Maxim and Attitude.

4) Movie business The Group’s movie business is operated under the management of GTH which is the No. 1 Thai Film Studio. It has been an influential player in contemporary Thai cinema, a fully integrated studio committed to producing, marketing and distributing commercially successful movies. It also produces all times top box office for Thai movie since 2005. 55

The opinions of IFA on the disposal of asset and the connected transaction (For the purpose of translation only)

5) Event management business The Group offers a complete range of event management services from proposing ideas, sourcing various contractors and coordinating with related parties, to producing and managing work to meet the clients’ needs and aims. Index Creative Village Plc. and its subsidiaries are responsible for overseeing and managing related businesses.

6) Animation business The Group produces animated cartoon television programs for free television channels, with the animated character being from the country’s most popular artist “Thongchai McIntyre” or popularly known as “Phi Bird” under the title “Byrdland, Land of Miracles”.

New Business 1) Home shopping business The Group operates this business though 24-hour TV station for the distribution of goods. The business is managed by GMM CJ O Shopping Co., Ltd., aiming to become the leader of Thailand’s home shopping channels by creating a phenomenon of interactive home shopping programs that are superior and offering knowledge about products in a straight manner in all aspects.

2) Satellite TV business can be categorized in 2 components which are; GMM Z Satellite TV : The sale of satellite TV set-top-box to consumers with a variety of products for Platform the target audience of all levels. Satellite TV Media : The production of TV shows to be aired on satellite TV channels, airing through Thaicom satellite. This can be categorized in 2 types of programs which are satellite TV programs that can be views on every platform (Free to Air) in 9 channels and satellite TV programs that can be viewed on only GMM Z platform (Free to Box) in 6 channels.

3) Digital Terrestrial TV business The National Broadcasting and Telecommunications Commission (NBTC) arranged an auction for 24 frequency licenses for use in the broadcasting of commercial Digital Terrestrial Television (DTT) during December 26 - 27, 2013. The licenses were divided into 4 categories, namely Kid and Family 3 licenses, News 7 licenses, Variety - Standard Definition (SD) 7 licenses, and Variety – High Definition (HD) 7 licenses. GMM Grammy participated in the auction and won 2 licenses; Variety SD “ONE channel” broadcasted through channel 31, and Variety HD “GMM Channel” broadcasted through channel 25.

The Group’s revenue structure for the year 2011 – 2013 and the 9-month statement ending 30 October 2014 are as follow;

Table 38 : The Group’s revenue structure For the year 2011 – 2013 and the 9-month statement ending 30 October 2014 2011 2012 2013 Jan – Sep 2014 THB Million % THB Million % THB Million % THB Million % Music and digital 2,855.04 30.4 2,578.78 21.9 2,088.64 19.0 1,288.1 17.8 content Show business 731.95 7.8 996.64 8.5 995.39 9.0 529.0 7.3 Motion pictures 305.26 3.3 316.96 2.7 519.65 4.7 372.4 5.1 business TV programs 2,053.76 21.9 2,294.34 19.5 2,481.88 22.6 1,232.4 17.0 business Satellite TV 572.66 6.1 2,101.02 17.9 1,563.16 14.2 1,304.1 18.0 programs business Radio programs 764.17 8.1 775.27 6.6 769.36 7.0 443.2 6.1 business Event advisor and 1,308.46 13.9 1,782.21 15.2 1,173.85 10.7 614.1 8.5 organizer business Publishing media 199.31 2.1 178.12 1.5 144.08 1.3 78.5 1.1 56

The opinions of IFA on the disposal of asset and the connected transaction (For the purpose of translation only)

2011 2012 2013 Jan – Sep 2014 THB Million % THB Million % THB Million % THB Million % business Other businesses 311.94 3.3 412.14 3.5 885.49 8.0 1,006.0 13.9 Interest income 29.76 0.3 35.76 0.3 49.10 0.4 53.6 0.7 Dividend received 54.41 0.6 49.00 0.4 34.34 0.3 12.4 0.2 Other incomes 201.22 2.1 236.22 2.0 298.74 2.7 321.6 4.4 Total revenue 9,387.96 100.0 11,756.47 100.0 11,003.69 100.0 7,255.4 100.0 Source: The Company

3. List of major shareholders

List of major top shareholders as of 8 January 2015 are as follow

Table 39 : List of major shareholders as of 8 January 2015 Shareholders Number of shares % Holding 1. Mr. Paiboon Damrongchaitham 392,646,499 49.084 2. Mr. Taweechart Jurangkool 125,408,823 15.677 3. Mr.Nuttapol Jurangkool 50,700,000 6.338 4. Geurt Fah Co., Ltd.* 33,939,745 4.243 5. Bualuang Long-Term Equity Fund 24,330,400 3.041 6. CREDIT SUISSE AG, SINGAPORE BRANCH 23,052,520 2.882 7. Mr. Komol Juangroongruangkit 22,720,000 2.840 8. Bangkok Bank Public Company Limited 12,278,693 1.535 9. Mr. Kumpol Virathepsuporn 10,000,000 1.250 10. Mr. Takonkiet Viravan 6,930,840 0.866 Remark : *Shareholders of Geurtfah Company Limited as of October 1, 2014 comprise of Miss Fachai Damrongchaitam, Mr.Famai Damrongchaitam, Miss Ingfah Damrongchaitam and Mr.Rafah Damrongchaitam at 25.00% each. Source: The Company and www.bol.co.th

4. The Company’s Board of Directors

The Company’s Board of Directors as of 8 January 2015

Table 40 : The Company’s Board of Directors as of 8 January 2015 Name Position 1 Mr. Paiboon Damrongchaitham Chairman 2 Miss Boosaba Daorueng Vice chair and group chief executive officer 3 Mr. Krij Thomas Director 4 Mrs. Saithip Montrikul Na Audhaya Director 5 Miss Suwimon Chungjotikapisit Director 6 Mr. Kreingkarn Kanjanapokin Director 7 Mr. Sataporn Panichraksapong Director 12 Mr. Naris Chaiyasoot Independent director and Chairman of audit committee 13 Mr. Dej Bulsuk Independent director and audit committee 14 Mr. Kudun Sukhumananda Independent director and audit committee 15 Miss Suvabha Charoenying Independent director and audit committee Source: The Company

Directors with signing authority on behalf of the Company are Miss Boosaba Daorueng or Miss Suwimon Chungjotikapisit co-sign with one of the following Directors: Mrs. Saithip Montrikul Na Audhaya or Mr. Krij Thomas or Mr. Kreingkarn Kanchanapokin, or Mr. Sataporn Panichraksapong totaling 2 signatures on the document with a Company’s seal.

The opinions of IFA on the disposal of asset and the connected transaction (For the purpose of translation only)

The Company’s executive committees as of 8 January 2015 are as follow.

Table 41 : Executive committee as of 8 January 2015 Name Position 1 Mr. Paiboon Damrongchaitham Chairman of the Company Advisory Board 2 Miss Boosaba Daorueng Group chairman/group chief executive officer 3 Mr. Krij Thomas Member/ Chief executive officer-GMM Music 4 Mrs. Saithip Montrikul Na Audhaya Member/ Chief executive officer-GMM Channel Digital TV 5 Mr. Takonkiet Viravan Member/ Chief executive officer-GMM ONE Digital TV 6 Mr. Premon Pinskul Member/ Chief financial officer 7 Mrs. Jiraporn Rungsrithong Member/ Chief investment officer Source: The Company

5. Summary of Financial Statements and Operating performance

The following table provides a summary of financial information in accordance with the Company’s financial statements, audited or reviewed by EY Office Limited, for the years ended 31 December 2011 – 2013 and for the 9-month period ended 30 September 2014.

Table 42 : Summary of Financial Statements and operating Performance for the Fiscal Year 2011-2013 and the 9 Months Ended 30 September 2014 GMM Grammy Public Company Limited Consolidated Balance Sheet (unit : THB million) 2011 2012 2013 30 Sep 14 (Restated) (Restated) Assets Cash and cash equivalents 1,016.22 844.86 1,653.07 1,055.86 Trade and other receivables 2,107.39 2,782.46 2,421.67 2,457.80 Inventories 995.15 1,039.38 619.68 641.61 Other current assets* 1,321.26 1,639.05 4,083.24 1,779.61 Total current assets 5,440.02 6,305.75 8,777.66 5,934.88 Other long-term investments 1,093.98 1,502.12 342.48 1,286.43 Property, plant and equipment 1,075.01 1,631.24 1,785.01 1,772.76 Cost of spectrum license - - - 5,449.02 Other non-current assets 1,043.47 2,026.37 1,698.37 1,507.15 Total non-current assets 3,212.46 5,159.72 3,825.85 10,015.36 Total assets 8,652.48 11,465.47 12,603.51 15,950.24 liabilities Bank overdraft and short-term loans from banks 1,254.71 3,109.19 4,329.44 926.57 Trade and other payables 1,992.13 2,546.58 2,521.76 1,967.15 Cost of spectrum license payable - - - 939.00 Other current liabilities 1,098.21 1,309.64 1,065.48 790.42 Total current liabilities 4,345.04 6,965.41 7,916.68 4,623.14 Long-term loans - net of current portion 243.32 152.89 281.15 5,527.46 Cost of spectrum license payable - net of current - - - 3,354.00 portion Other non-current liabilities 351.77 418.12 428.90 413.58 Total non-current liabilities 595.09 571.00 710.05 9,295.03 Total liabilities 4,940.13 7,536.41 8,626.73 13,918.17 Shareholders' equity Issued and fully paid 530.26 530.26 636.32 636.32 Share premium 2,758.29 2,758.29 3,712.76 3,712.76 Retained earnings (deficit) 733.49 411.43 (898.40) (2,767.06) 58

The opinions of IFA on the disposal of asset and the connected transaction (For the purpose of translation only)

GMM Grammy Public Company Limited Consolidated Balance Sheet (unit : THB million) 2011 2012 2013 30 Sep 14 (Restated) (Restated) Other components of shareholders' equity (1,031.53) (654.35) (405.05) (444.86) Equity attributable to owners of the Company 2,990.51 3,045.62 3,045.63 1,137.16 Non-controlling interests of the subsidiaries 721.84 883.43 931.15 894.91 Total shareholders' equity 3,712.35 3,929.05 3,976.78 2,032.07 Total liabilities and shareholders' equity 8,652.48 11,465.47 12,603.51 15,950.24 Notes * Other current assets consisted mainly of current investments and intangible assets - realise within one year

GMM Grammy Public Company Limited Consolidated Income Statement (unit: THB million) 2011 2012 2013 Jan - Sep 14 (Restated) (Restated) Sales of goods 1,488.61 2,276.54 2,275.71 1,956.31 Service income 6,494.42 8,177.17 7,524.20 4,337.40 Revenues from copyrights 1,119.54 981.77 821.61 574.10 Other income 285.39 320.98 382.18 387.56 Total revenues 9,387.96 11,756.47 11,003.69 7,255.36 Cost of sales and services 5,396.65 8,062.46 7,786.85 4,768.36 Selling and servicing expenses 505.55 874.77 1,007.46 616.75 Administrative expenses 2,508.03 2,863.03 3,216.02 2,297.93 Total expenses 8,410.23 11,800.26 12,010.32 7,683.04 Share of profit from investments in associates 57.21 87.49 15.98 18.92 Profit (loss) before finance cost and income tax 1,034.94 43.69 (990.66) (408.76) expenses Finance cost (54.88) (108.40) (139.29) (224.65) Income tax expenses (295.99) (184.27) (91.21) 2.02 Profit (loss) for the period from continuing operations 684.07 (248.97) (1,221.15) (631.39) Loss for the period from discontinued operations - - - (1,229.00) Profit (loss) for the period 684.07 (248.97) (1,221.15) (1,860.39)

GMM Grammy Public Company Limited Consolidated Statement of Cash Flow (unit : THB million) 2011 2012 2013 Jan - Sep 14 (Restated) (Restated) Net cash flows from (used in) operating activities 334.85 (1,295.93) (839.09) (1,839.52) Net cash flows from (used in) investing activities (270.06) (706.98) (402.77) (581.20) Net cash flows from (used in) financing activities (46.65) 1,831.20 2,051.41 1,823.22 Increase (decrease) in translation adjustments (0.80) 0.36 (1.34) 0.29 Net increase (decrease) in cash and cash 17.34 (171.37) 808.21 (597.21) equivalents

GMM Grammy Public Company Limited Consolidated Financial Ratios 2011 2012 2013 Jan - Sep 14 (Restated) (Restated) Liquidity Ratio Current ratio (times) 1.25 0.91 1.11 1.28 Quick ratio (times) 0.71 0.54 0.73 0.84 Operating cash flow ratio (times) 0.09 (0.23) (0.11) (0.39) Account receivable turnover (times) 5.06 5.68 4.93 5.06 Average collection period (days) 72.10 64.23 74.08 72.19 Inventory turnover (times) 6.34 7.93 9.39 10.08 59

The opinions of IFA on the disposal of asset and the connected transaction (For the purpose of translation only)

GMM Grammy Public Company Limited Consolidated Financial Ratios 2011 2012 2013 Jan - Sep 14 (Restated) (Restated) Day sales inventory (days) 57.60 46.05 38.88 36.21 Account payable turnover (times) 3.95 4.85 4.15 4.06 Average payment period (days) 92.45 75.26 87.89 89.96 Cash cycle (days) 37.24 35.02 25.07 18.43 Profitability Ratio Gross profit margin (%) 40.71% 29.50% 26.69% 30.57% Operating profit margin (%) 9.60% -1.10% -9.98% -6.87% Net profit margin (%) 6.66% -2.74% -11.66% -25.76% Return on equity (%) 20.25% -10.67% -42.12% -119.13% Efficiency Ratio Return on assets (%) 7.71% -3.20% -10.66% -17.45% Asset turnover (times) 1.16 1.17 0.91 0.68 Financial Policy Ratio Debt to equity ratio (times) 1.33 1.92 2.17 6.85 Dividend payout ratio (%) 45.78% - - -

Explanation and Assessment of Financial Statements and Overall Operating performance Operating performance Sales revenue In 2011-2013, the Company’s revenues totaled THB 9,387.96 million, THB 11,756.47 million, and THB 11,003.69 million, respectively. The company has been conducting a total entertainment business which divides into four main categories, comprising music business, media business, event creation and management business and broadcasting business. Total sales in 2012 increased 25.23% or THB 2,368.51 million due to the company successfully launched the GMM Z satellite TV platform by selling approximately 1.50 million satellite set-top boxes (STB), which would be a solid foundation in offering the recently launched Pay TV service after being granted relevant licenses. In 2013, total sales decreased 6.40% or THB 2,368.51 million from 2012 mainly due to the investment of Satellite TV and Digital Terrestrial TV businesses. Furthermore, in 2012, there were live broadcasts of Euro 2012 tournament, which could be viewed only through the Company’s satellite set-top boxes, resulting in the Company selling higher than normal number of satellite set-top boxes. In 2013, the Company was able to sell about one million satellite set-top boxes and with the earlier sold set-top boxes from the beginning of this business included, the total number of set-top boxes sold was about 2.4 million.

For the first 9 months of 2014, the Company had total revenues of THB 7,255.36 million which decreased by THB 774.45 million or 9.64% compared with the same period last year. The sales decrease was due to political pressure causing the postponement of many shows and concerts, and changing customer behavior leading to less physical sales. For these reasons, the Company has revised the strategy plan to develop new services for Music and Digital business, and promote music marketing through new channel as evident from the cooperation with YouTube Thailand starting in May.

Cost of sales and expenses In 2011-2013, cost of sales of goods and rendering services was THB 5,396.65 million, THB 8,062.46 million, and THB 7,786.85 million, respectively. These accounted for 59.29%, 70.50%, and 73.31% of the revenues from sales of goods, rendering of services and revenues from copyrights in each year. These increasing ratios were mainly the result of an increase in cost of set-top boxes sold, UEFA Euro 2012 license and cost of Pay TV content.

Selling and administrative expenses for 2011-2013 were THB 3,013.57 million, THB 3,737.80 million, and THB 4,223.48 million, respectively. As a percentage of revenue from sales of goods, rendering of services and revenues from copyrights, they were 33.11%, 32.69% and 39.76%, respectively. Expenses increased by THB 724.22 million in 2012 and THB 485.68 million in 2013 or 24.03% and 12.99%, respectively, from each of the previous years. The rise of selling and

The opinions of IFA on the disposal of asset and the connected transaction (For the purpose of translation only) administrative expenses in 2012-2013 was mainly due to the commencement of new businesses, particularly the “GMM Z” satellite TV platform business.

For the first 9-month period ended 2014, the Company’s cost of sales of goods and rendering services was THB 4,768.36 million or 69.43% of its revenues from sales of goods, rendering of services and revenues from copyrights. This was a decrease of 113.84% or THB 113.84 million from the same period in 2013. Selling and administrative expenses in the first 9 months of 2014 accounted for THB 2,914.68 million, a decrease of 5.65% or THB 174.54 million compared with the same period in 2013. Main decreases were from lower expenses in Media and Movie business, while Satellite TV and Home Shopping business got higher marketing expenses along with the increase of management expense in Digital TV.

Profits The Company’s net profit in 2011 was THB 625.54 million. While In 2012-2013, the Company’s net loss was THB 322.06 million, and THB 1,282.71 million respectively. Net profit in 2011 accounted for 6.66% of total revenue. In 2012-2013, net loss accounted for 2.74% and 11.66 of total revenue each year. Net loss in 2012-2013 was mainly caused by loss from the investment in new business to build GMM Z satellite TV platform, couple with the delay of the issuance of satellite TV licenses barring the Company from generating revenue from Pay TV business in 2012 (while it had incurred content license and service provisioning costs)and higher financial cost. For the first 9 months of 2014, the Company’s net loss was THB 1,868.66 million. Net loss margin, comparing to the same period of the year 2013, increased from 9.05% to 25.76%. The loss was due to the increase in expense of new businesses, which in the investment phase of Satellite TV and Digital Terrestrial TV businesses. Furthermore, the loan interest that was higher from increasing liability

Financial Statements Assets Total assets as of 31 December 2011-2013 amounted to THB 8,652.48 million, THB 11,465.47 million and THB 12,603.51 million, respectively. Current assets were accounting for 62.87%, 55.00% and 69.64% of the total assets in each year, respectively. During 2011-2013, most of the Company’s current assets were account receivables and other receivables which contributed 38.74%, 44.13% and 27.59% of the total current assets, respectively. Non-current assets were 37.13%, 45.00%, and 30.36% of the total assets in 2011-2013, respectively. Property, plant and equipment made up the majority of the total non-current assets in 2011-2013 with the percentages of 33.46%, 31.61%, and 46.66% of the total non-current assets in each year. The THB 2,812.98 million or 32.51% increase in total assets in 2012 resulted mainly from the increase of account receivables and other receivables from the sale of set-top box, long-term investments from the increase in market value of the investments, and plant property and equipment from the construction of new studios. Total assets in 2013 increased 9.93% or THB 1,138.05 million due to higher cash from capital increase (rights offering) and higher current investments resulting from the use of proceeds from the sale of long-term investments to invest in financial instruments.

As of September 30, 2014, the Company’s total assets amounted to THB 15,950.24 million. Current assets comprised 37.21% or THB 5,934.88 million of total assets. Non-current assets accounted for 62.79% or THB 10,015.36 million. Total assets in this period rose THB 3,346.72 million or 26.55% from the 2013 year end mainly due to the cost of Digital TV spectrum licenses granted since 25 April 2014. Meanwhile, the decrease in current investment was resulted from redemption of fixed deposits for short-term loan payment and working capital in the business.

Liabilities As of 31 December 2011-2013, the Company’s liabilities totaled THB 4,940.13 million, THB 7,536.41 million, and THB 8,626.73 million, respectively. Current liabilities accounted for 87.95%, 92.42%, and 91.77% of total liabilities in each year. While non-current liabilities were 12.05%, 7.58% and 8.23% of total liabilities in 2011-2013, respectively. The increase in total liabilities in 2012 of 52.55% or THB 2,596.28 million was mainly a result of an increase in bank overdraft and short-term loans from banks (THB 1,854.48 million) and trade and other payables (THB 554.46 million).In 2013, total liabilities increased THB 1,090.32 million, a 14.47% rise from the previous year. This was due to an increase in bank overdraft and short-term loans from banks of THB 1,220.25 million. However, it was partly offset by a repayment of long-term borrowings of THB 144.23 million.

The opinions of IFA on the disposal of asset and the connected transaction (For the purpose of translation only)

As of September 30, 2014, the Company’s total liabilities stood at THB 13,918.17 million. Current liabilities amounted to THB 4,623.14 million or 33.22% of total liabilities. Non-current liabilities were THB 9,295.03 million or 66.78% of total liabilities. The THB 5,291.43 million or 61.34% increase in total liabilities from the end of 2013 was due to the increase in long-term borrowings which amounted to THB 5,244.46 million for digital TV and record of undue liabilities from Digital TV spectrum licenses cost of THB 4,239.00 million while bank overdraft and short-term loans from banks decreased by THB 3,402.86 million.

Shareholders’ Equity Shareholder equity was THB 3,712.35 million, THB 3,929.05 million, THB 3,976.78 million, and THB 2,032.07 million as of 31 December 2011 – 2013 and as of 30 September 2014, respectively. These figures represent increases of THB 216.71 million in 2012 or 5.84% growth from 2011, THB 47.73 in 2013 or 1.21% growth from 2012. This was mainly resulted from equity raised from THB 1,060.53 million rights offering. However, it was offset by the net loss during the year. As of 30 September 2014, shareholder equity decreased by THB 1,944.71 million or 48.90% drop from 2013 due to incremental accumulated losses.

Liquidity The Company’s net cash flows from operating activities in 2011 was THB 334.85 million whilst in 2012–2013 and the first 6 months of 2014, net cash flows used in operating activities were THB 1,295.93 million, THB 839.09 million, and THB 1,839.52 million, respectively. Loss before tax was the greatest contributor to net cash flows used in operating activities in 2012-2013, and the first 9 months of 2014. Net cash flows used in investing activities were THB 270.06 million, THB 706.98 million, THB 402.77 million, and THB 581.20 million in 2011 – 2013 and the first 9 months of 2014, respectively. The majority of this cash outflow represented the purchase of equipment and the increase in current investment during 2011-2013 including cash paid for spectrum license in the first 9 months of 2014. Net cash flows used in financing activities in 2011 was THB 46.65 million whilst in 2012-2013 and the first 9 months of 2014 the Company’s net cash flows from financing activities were THB 1,831.20 million, THB 2,051.41 million, and THB 1,823.22 million, respectively, consisting mostly of cash received from bank overdraft and short-term loans from banks during 2011-2013 and cash received from short-term loans from related parties in the first 9 months of 2014.

6. Industry Review

Since the Group is the producers and servicers of different media entertainment such as music, television programs, radio programs, motion pictures, magazines and live concert etc., the main revenue of the Group is its products’ sale including airtime commercial and advertising spaces through different media channels. Thus the Group’s revenue is closely tied to the development of domestic economy and the increasing of advertising budgets.

Thailand’s economic outlook 2014 Fiscal Policy Office forecasted that Thai economy is expected to expand 1.2% - 1.7% in the year 2014. (Forecasted as of October 2014) For the latter half of 2014, Thai economy is expected increase 2.9% due to the more stable political situation and clearer direction from the government, along with the fiscal stimulus package at the yearend such as the expedition of debt repayment to farmers in the rice pledging scheme, the low-income earners supporting scheme and the measures to alleviate low rubber price, all of which are expected to help support the increase in consumer spending and private investment over the last quarter of this year. Public spending is the main factor in boosting domestic economy, so far there has been a continuous expenditure disbursement. Public investments and expenditures are expected to increase 4.5 and 1.0%, respectively. However; private investment is expected to continue to drop 3.0% from the previous year partly because the private sector hold offs investments waiting to reassess future economic prospects couples with the delay in manufacturing sector investment as a result of the slowdown in export. Thai exports is expected to declined by 0.1% as a consequence of global demand and tourism recovery are slower than expected, partially because of the partners country recovery especially the European economy is still fragile as well as the reduce in agricultural price for exporters constitute the reduce in exports.

Thailand economic outlook 2015 Fiscal Policy Office forecasted that Thai economy is expected to expand 4.1% in 2015 constitutes mainly from the demand in public sector because of the major transportation investment projects as well as the increase in global demand resulted in the higher number of tourists especially after political situation has resolved. Private demand for 62

The opinions of IFA on the disposal of asset and the connected transaction (For the purpose of translation only) both consumption and investment are expected to improve as well. Private consumption is expected to increase 3.7% as a result of potentially higher employment. Non-farm payroll is expected to increase in accordance to overall economy especially in manufacturing and tourism sector. In addition, consumer confidence is expected to improve and help loosen up private spending while private investment is expected to increase 8.0% as a result of the overall economic recovery, exports and investment in manufacturing structure reformation to support the insufficient supply in labor force. Public spending is still expected to be the main driver in stimulating the economy with public expenditures and investments are expected to be increased 3.6% and 10.7%, respectively as a result of the increase in disbursement for the fiscal year 2015 from the transportation investment projects. Global demand is expected to be improved enabling the increase in the exports for goods and services to be 6.5% from the previous year along with the strong recovery of partner countries’ economies such as the USA’s.

Table 43 : Thailand’s economic forecast 2014 – 2015 2014F 2015F 2013 (as of October 2014) (as of October 2014) Ave. Range Ave. Range 1) Economic growth rate (percent per year) 2.9 1.4 1.2-1.7 4.1 3.6-4.6 2) Total consumption growth rate (percent per year) 1.1 1.9 1.7-2.2 3.7 3.2-4.2 - Private consumption (at the indexed price) 0.3 1.4 1.2-1.7 3.7 3.2-4.2 (percent per year) - Public consumption (at the indexed price) 4.9 4.5 4.3-4.8 3.6 3.1-4.1 (percent per year) 3) Total investment growth rate (percent per year) -2.0 -2.1 -2.6 to -1.6 8.6 7.6-9.6 - Private investment (at the indexed price) -2.8 -3.0 -3.5 to -2.5 8.0 7.0-9.0 (percent per year) - Public investment (at the indexed price) 1.3 1.0 0.5-1.5 10.7 8.7-12.7 (percent per year) 4) Export of goods and services growth rate 4.2 -0.1 -0.6 to 0.4 6.5 5.5-7.5 (percent per year) 5) Import of goods and services growth rate 2.3 -2.9 -3.4 to -2.4 9.6 8.6-10.6 (percent per year) 6) Trade balance (Billions USD) 6.7 19.4 18.0-20.2 7.5 4.5-10.5 -Exports in term of USD (percent per year) -0.2 0.1 -0.2 to 0.4 3.5 1.5-5.5 -Imports in term of USD (percent per year) -0.5 -5.7 -6.0 to -5.5 9.6 7.9-11.6 7) Current account (Billions USD) -2.5 9.0 8.5-9.5 0.3 -0.7 to 1.3 -as a percentage of GDP -0.7 2.2 2.1-2.3 0.1 -0.1 to 0.3 8) Headline inflation (percent per year) 2.2 2.1 1.9-2.4 2.2 1.7-2.7 Core inflation (percent per year) 1.0 1.6 1.4-1.9 1.6 1.1-2.1 9) Unemployment rate 0.7 0.9 0.8-1.0 0.8 0.7-0.9 (as a percentage of total labor force) Source: Fiscal Policy Office

Advertisement industry Over the first 7 months 2014 (January – July), the data assembled by Media Agency Association of Thailand: “MAAT” reported the total value of advertisement through all channels THB 72,487 million, reducing by 3% as comparing to the same time in previous year. This decrease was due to the economic downturn and domestic political unrest, consumer products manufacturers in Thailand thus reduced their budget allocation to advertisements following the reduction in consumer confidence and consumer spending. Over the first 7 months of 2014, most of the advertisement value through different media channels are reduced except for digital television and mobile media which are increased by 340% and 3% from previous year to THB 4,757 million and THB 2,058 million, respectively. The majority of businesses related to GMM operations had reduced. Such business are; free TV, digital TV, cable and satellite TV, radio and magazines. Free TV advertisement value reduced by 7% to THB 37,301 million, as well as cable and satellite TV, radio and magazines which also decreased by 12%, 13% and 17% to THB 4,751 million, THB 3,212 million and THB 2,765 million, respectively. Digital TV advertisement value had increased because of the trial running in all channels since April 2014. The set up of 24 channels Digital TV business supports television advertisement as the most popular media with the total value of advertisement through all related television business (Free TV/ Cable and satellite TV/ digital TV) constitutes 65% of total advertisement value. This ratio increases from the previous year of 62.43% of the total 63

The opinions of IFA on the disposal of asset and the connected transaction (For the purpose of translation only) advertisement value. The secondary popular media channels for advertisement are newspaper, radio, magazine and cinema, respectively.

Table 44 : Value of advertisement through different media channels over 7 months for the year 2013 and 2014 Media 2013 2014 2013 2014e (Unit: THB Million) (Jan - Jul) (Jan - Jul) Television (Free TV) 69,249 40,047 37,301 70,100 Television (Cable TV and Satellite TV) 13,213 5,342 4,715 8,100 Television (Digital TV) - 1,082 4,757 4,900 Total television media 82,462 46,471 46,773 83,100 Radio 6,615 3,694 3,212 6,200 Newspaper 20,749 11,643 10,238 20,000 Magazine 5,954 3,317 2,765 5,500 Cinema 5,374 2,861 2,610 5,400 Outdoor 4,169 2,414 2,313 4,000 Transit 3,530 1,993 2,058 3,800 In-Stores 2,656 1,550 961 2,300 Internet 4,248 497 486 5,863 Total 135,757 74,440 71,416 136,163 Source: Media Agency Association of Thailand

MAAT expected the total value of advertisement for 2014 to be THB 136,163 million, a 0.3% increase as comparing to the previous year. The major change in advertisement industry is the introduction of digital TV allowing Media Agency to allocate higher budget to advertisement through this media. The value of advertisement though digital TV is expected to be around THB 4,900 million which is equivalence to 3.60% of the total value of advertisement in all media channels. However this introduction of digital TV is not expected to have great impact on advertisement value in free TV. Free TV is still expected to hold the highest percentage of 51.48%. On the other hand, the value of advertisement in Cable and satellite TV is expected to be reduced to THB 8,100 million or equivalence to 39% drop as compared to previous year, losing its highest share to digital TV because of the reallocation in budgets from Media Agency. In addition, there is a tendency of reduction in advertisement budget for advertisement in stores and magazines by 13% and 8% to THB 2,300 million and THB 5,500 million, respectively.