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Opinion of the Independent Financial Advisor on the Connected Transaction and the Disposal of Assets of Bangkok Expressway and Metro Public Company Limited

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Opinion of the Independent Financial Advisor on the Connected Transaction and the Disposal of Assets of Bangkok Expressway and Metro Public Company Limited Opinion of the Independent Financial Advisor on the Connected Transaction and the Disposal of Assets of Bangkok Expressway and Metro Public Company Limited Presented to Shareholders of Bangkok Expressway and Metro Public Company Limited by OptAsia Capital Company Limited March 9, 2018 1 Opinion of the Independent Financial Advisor on the Connected Transaction and the Disposal of Assets Bangkok Expressway and Metro Public Company Limited March 9, 2018 Subject The Opinion of the Independent Fianancial Advisor on the Connected Transaction and the Disposal of Assets of Bangkok Expressway and Metro Public Company Limited To Shareholders of Bangkok Expressway and Metro Public Company Limited Attachment: 1) Business overview of Xayaburi Power Company Limited 2) Business overview of CK Power Public Company Limited 3) Business overview of Bangkok Expressway and Metro Public Company Limited (Please see more details in the annual report 2017 of the Company attached with an invitation letter of the shareholders’ meeting) Reference: 1) Draft of share purchase agreement between Bangkok Expressway and Metro Public Company Limited and CK Power Public Company Limited. 2) Resolution of the Company’s Board of Directors’ meeting No. 1/2018 held on February 27, 2018 and Information Memorandum regarding the Connected Transaction and the Disposal of Assets of Bangkok Expressway and Metro Public Company Limited dated on February 27, 2018. 3) Resolution of the Board of Directors’ meeting of CK Power Public Company Limited No. 1/2018 held on February 27, 2018 and Information Memorandum regarding the Connected Transaction and the Acquisition of Assets of Bangkok Expressway and Metro Public Company Limited dated on February 27, 2018. 4) Form 56-1 of Bangkok Expressway and Metro Public Company Limited ended December 31, 2017. 5) Form 56-1 of CK Power Public Company Limited ended December 31, 2017. 6) Audited and reviewed financial statements of Bangkok Expressway and Metro Public Company Limited for 12 months period ended December 31, 2015 – 2017. 7) Audited and reviewed financial statements of CK Power Public Company Limited for 12 months period ended December 31, 2015 – 2017. 8) Audited and reviewed financial statements of Xayaburi Power Company Limited for 12 months period ended December 31, 2015 – 2017. 9) Proposal to purchase shares of Xayaburi Power Company Limited issued by CK Power Public Company Limited dated 25 December 2016. 10) Company Affidavit, Memorandum of Association, regulations, information and other relevant documents, as well as, management interview of Bangkok Expressway and Metro Public Company Limited, CK Power Public Company Limited, and Xayaburi Power Company Limited, as well as, relevant staff. OptAsia Capital Company Limited - Page 2 - Opinion of the Independent Financial Advisor on the Connected Transaction and the Disposal of Assets Bangkok Expressway and Metro Public Company Limited Transaction Background According to the resolution of the Board of Directors of Bangkok Expressway and Metro Public Company Limited ("BEM" or the "Company") No. 1/2018 held on February 27, 2018, the Board of Directors has a resolution to propose to the shareholders’ meeting of the Company to consider and approve the disposal of shares of Xayaburi Power Company Limited in a proportion of 7.50 percent of the total issued and paid-up shares, or equal to 201,457,499 shares, representing a total value of THB 2,065 million to CK Power Public Company Limited. The transaction is considered as a disposal of assets of the Company as prescribed in the Notification of the Capital Market Supervisory Board No. TorJor 20/2551 Re: Rules on the Significant Acquisition or Disposal of Assets dated August 31, 2008 (and its amendments) and the Notification of the Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of Listed Company Concerning Acquisition or Disposal of Assets B.E. 2547 dated October 29, 2004 (and its amendments) (“Acquisition and Disposal Notifications”), with the maximum size of the transaction equal to 5.04 percent of the Company’s NTA under the consolidated financial statements ended December 31, 2017 (as the maximum transaction size on the basis of NTA). However, since the total size of the transaction on disposition of assets is less than 15 percent of the NTA, the Company is not required to disclose the information memorandum on such transaction to the Stock Exchange of Thailand. In addition, it is the connected transaction under the Notification of Capital Market Supervisory Board No. Tor Jor. 21/2551 Re: Rules of Entering into Connected Transactions dated August 31, 2008 and the Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Connected Transactions B.E. 2546 (2003) dated November 19, 2003 (and its amendments) (the “Notification on the Connected Transaction”) due to CH. Karnchang Public Company Limited ("CK") is a major shareholder of the Company and has a shareholding in CK Power Public Company Limited ("CKP"). As at March 13, 2018 CK has a shareholding in the Company of 4,582,121,829 shares, or equal to 29.98 percent of the Company’s registered capital and as at March 13, 2018 CK has a shareholding in CKP of 2,020,275,478 shares, or equal to 27.41 percent of CKP’s registered capital. Moreover, the Company and CKP have some common directors. The total maximum size of the connected transaction is equal to 6.66 percent of the Company’s net tangible assets based on the Company’s consolidated financial statements ended December 31, 2017, which is higher than 3.00 percent of the Company’s net tangible assets. Consequently, the Company has a duty to disclose the information memorandum regarding the transaction to the Stock Exchange of Thailand (“SET”) and seek approval for entering into the transaction from the shareholders' meeting by obtaining not less than three-fourths of the votes from the shareholders attending the meeting and eligible to vote, excluding the votes from the shareholders who have conflict of interest. OptAsia Capital Company Limited - Page 3 - Opinion of the Independent Financial Advisor on the Connected Transaction and the Disposal of Assets Bangkok Expressway and Metro Public Company Limited Therefore, the Company has a duty to appoint an independent financial advisor to provide an opinion on the connected transaction and the disposal of assets to its shareholders, as well as, prepare and disclose the information memorandum about the connected transaction to the SET and seek approval for entering into the transaction from the shareholders' meeting of the Company by obtaining not less than three-fourths of the votes from the shareholders attending the meeting and eligible to vote, excluding the votes from the shareholders who have conflict of interest. The Company appointed OptAsia Capital Company Limited as an independent financial advisor to provide an opinion to minority shareholders of the Company regarding on the disposal of assets and the connected transaction. Opinion of the IFA provided in this report is based on the assumption that information and documents received from the Company are accurate and complete. The opinion is based on the consideration of information and situation that can recognize at the current time as at the date of preparation of this report, including the information disclosed to the public on the website of the Securities and Exchange Commission (www.sec.or.th), website of the Stock Exchange of Thailand (www.set.or.th), and the information disclosed to the public in general. The IFA has conducted the report by using knowledge, capability, and carefulness in accordance with the generally accepted professional standard. The opinion is based on the consideration of information and situation that can recognize at the current time. Therefoere, if such situation and information have been changed significantly, the study results in this report, as well as, the shareholders’ decision on the connected transaction and the disposal of assets may be affected as well. In providng an opinion to the shareholders, the IFA has considered the reasonableness of the connected transaction and the disposal of assets, and the appropriateness of the value of the entering into the transaction together with various relevant factors in which the IFA has considered the information carefully and reasonably according to the generally accepted professional standard. OptAsia Capital Company Limited - Page 4 - Opinion of the Independent Financial Advisor on the Connected Transaction and the Disposal of Assets Bangkok Expressway and Metro Public Company Limited Abbreviations Bangkok Expressway and Metro Public Company Limited BEM or the Company Xayaburi Power Company Limited XPCL CK Power Public Company Limited CKP CH. Karnchang Public Company Limited CK Xayaburi Hydroelectric Power Project the Project Electricity Generating Authority of Thailand EGAT Lao People's Democratic Republic Lao PDR Electricite du Laos EdL The period that the Project gradually starts the operation of its generators one by one until all 8 generators are completely started, which is expected UOP or Unit Operation Period to start from November 2018 to October 2019 prior to the start of COD. The day that the Project starts its commercial operation, which is expected to start from October 29, 2019 onwards until the expiry of the COD or Commercial Operation Date concession. Power Purchase Agreement PPA Nam Ngum 2 Power Company
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